QUANTITATIVE GROUP OF FUNDS (Form: 485BPOS, Received: 07/31/2009 16:24:06)

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. 41

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 43

QUANTITATIVE GROUP OF FUNDS d/b/a QUANT FUNDS

55 Old Bedford Road

Lincoln, MA 01773

(781) 259-1144

SANDRA I. MADDEN, General Counsel

Quantitative Investment Advisors, Inc.

55 Old Bedford Road

Lincoln, MA 01773

Copy to:

Christopher E. Palmer, Esq.

GOODWIN PROCTER LLP

901 New York Avenue, NW

Washington, DC 20001

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective (check appropriate box)

immediately upon filing pursuant to paragraph (b)

on August 1, 2009 pursuant to paragraph (b)

60 days after filing pursuant to paragraph (a)(1)

on (date) pursuant to paragraph (a)(1)

75 days after filing pursuant to paragraph (a)(2)

on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

QUANT FUNDS

PROSPECTUS

AUGUST 1, 2009

This page is not part of the prospectus.

ORDINARY AND INSTITUTIONAL SHARES

U.S. EQUITY FUNDS

Quant Small Cap Fund

Quant Long/Short Fund

INTERNATIONAL EQUITY FUNDS

Quant Emerging Markets Fund

Quant Foreign Value Fund

Quant Foreign Value Small Cap Fund

QUANT FUNDS

Quant Small Cap Fund
Quant Long/Short Fund
Quant Emerging Markets Fund
Quant Foreign Value Fund
Quant Foreign Value Small Cap Fund

Ordinary and Institutional Shares

PROSPECTUS

August 1, 2009

TABLE OF CONTENTS	Page
Basic Information about the Funds		1

Summary of Fees and Expenses		26

Non-Principal Investment Policies and Related Risks		28

Management of the Funds		30

How to Invest		37

How to Exchange		44

How to Redeem		44

Calculation of Net Asset Value		46

Shareholder Services		47

Shareholder Account Policies		48

Other Policies		50

Dividends, Distributions and Taxation		51

Financial Highlights		52

An investment in a Quant Fund is NOT a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

A Quant Fund may not achieve its goals and is not intended as a complete investment program. Contact your investment professional to discuss how each Quant Fund fits into your portfolio.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THE FUNDS' SHARES OR DETERMINED WHETHER THE INFORMATION IN THIS PROSPECTUS IS COMPLETE OR ACCURATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIME.

QUANT FUNDS

BASIC INFORMATION ABOUT THE FUNDS

Quant Small Cap Fund

Investment Objective

Maximum long-term capital appreciation.

Principal Investment Strategies

Under normal market conditions, Small Cap Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in stocks of small cap companies. Although there is no minimum market capitalization for companies whose securities Small Cap Fund may purchase, a small cap company will generally be a company with a market capitalization (at time of purchase) from $250 million to $2 billion. Small Cap Fund will invest primarily in the common stocks of U.S. issuers. Small Cap Fund may invest in the equity securities of foreign issuers that are traded in U.S. markets. For purposes of Small Cap Fund's investment policies, common stocks include securities with common stock characteristics such as depositary receipts, warrants and rights.

Small Cap Fund's Advisor employs a "quantitative" investment approach to selecting investments. A quantitative investment approach relies on financial models and computer databases to assist in the stock selection process. Proprietary computer models are capable of rapidly ranking a large universe of eligible investments using an array of traditional factors applied in financial analysis, such as cash flow, earnings growth, and price to earnings ratios, as well as other non-traditional factors. With the benefit of these rankings, Small Cap Fund's Advisor can monitor a portfolio of securities for consistency with Small Cap Fund's investment objectives. Small Cap Fund's Advisor also uses qualitative analysis, due diligence, fundamental research, and analysis of an issuer based upon its financial statements and operations to identify security or market events not otherwise captured by its models.

Small Cap Fund's Advisor may invest in both value stocks and growth stocks. A value stock is a stock the Advisor believes is undervalued compared to its true worth. Value stocks are generally not expected to experience significant earnings growth. A growth stock is a stock the Advisor believes will have earnings that are likely to grow faster than the economy as a whole.

Principal Risks

Even though Small Cap Fund seeks long-term capital appreciation, you could lose money on your investment or not make as much as if you had invested elsewhere. See the Principal Risks table for more information on the principal risks that could adversely affect your investment.

QUANT FUNDS

Quant Long/Short Fund

Investment Objective

Long-term growth of capital.

Principal Investment Strategies

Under normal market conditions, Long/Short Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in common stocks. The Long/Short Fund mainly invests in stocks of larger companies, generally with greater than $1 billion in market capitalization (at time of purchase). There is no minimum market capitalization for companies whose securities Long/Short Fund may purchase. Long/Short Fund will invest primarily in the common stock of U.S. issuers. For purposes of Long/Short Fund's investment policies, common stocks include securities with common stock characteristics such as depositary receipts, warrants and rights.

Long/Short Fund may invest in long and short positions of publicly traded equity securities. Long/Short Fund's long and short positions may include equity securities of foreign issuers that are traded in U.S. markets. Long/Short Fund buys securities "long" that the Fund's Advisor believes will outperform and sells securities "short" that the Long/Short Fund's Advisor believes will underperform. When Long/Short Fund buys a security long, it owns the security. When Long/Short Fund sells a security short, it borrows the security from a third party and sells it at the then-current market price. Long/Short Fund is then obligated to buy the security on a later date so that it can return the security to the lender. This is not a market neutral strategy. Long/Short Fund's long-short exposure will vary over time based on the Advisor's assessment of market conditions and other factors. The cash received from short sales may be used to invest in long e quity positions. Under normal market conditions, Long/Short Fund's long equity exposure ranges from 110% to 133% of the Long/Short Fund's net assets and its short equity exposure ranges from 10% to 33% of the Fund's net assets. Long/Short Fund's Advisor will normally maintain long and short positions such that the Fund's net long equity exposure (i.e., the percentage of long equity positions minus the percentage of short equity positions) does not exceed 100% of the Fund's net assets, excluding cash and cash equivalents.

Long/Short Fund's Advisor primarily employs a "quantitative" investment approach to selecting investments. A quantitative investment approach relies on financial models and computer databases to assist in the stock selection process. Proprietary computer models are capable of rapidly ranking a large universe of eligible investments using an array of traditional factors applied in financial analysis, such as cash flow, earnings growth, and price to earnings ratios, as well as other non-traditional factors. In addition, Long/Short Fund's Advisor follows a quantitative research process which generates potential factors or portfolio construction techniques that the Advisor believes could result in improvement of Long/Short Fund's risk or return characteristics. Such factors and construction techniques are then rigorously tested to determine whether they add value on their own and in conjunction with the existing process before any changes will b e made to the existing models. With the benefit of these rankings, Long/Short Fund's Advisor also can monitor a portfolio of securities for consistency with Long/Short Fund's investment objectives. To a lesser extent, Long/Short

QUANT FUNDS

Fund's Advisor may also use qualitative analysis, due diligence, fundamental research, and analysis of the issuer based upon its financial statements and operations to identify security or market events not otherwise captured by its models.

Long/Short Fund's Advisor may invest in both value stocks and growth stocks. A value stock is a stock the Advisor believes is undervalued compared to its true worth. Value stocks are generally not expected to experience significant earnings growth. A growth stock is a stock the Advisor believes will have earnings that are likely to grow faster than the economy as a whole.

Principal Risks

Even though Long/Short Fund seeks long-term growth of capital, you could lose money on your investment or not make as much as if you had invested elsewhere. See the Principal Risks table for more information on the principal risks that could adversely affect your investment.

Quant Emerging Markets Fund

Investment Objective

Long-term growth of capital.

Principal Investment Strategies

Under normal market conditions, Emerging Markets Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in common stocks of emerging markets issuers. An emerging markets issuer is one that is traded in, or organized under the laws of, the countries that comprise the MSCI Emerging Markets Index ("MSCI EM"). For purposes of Emerging Markets Fund's investment policies, common stocks include securities with common stock characteristics such as depositary receipts (see below), warrants and rights. Emerging Markets Fund may also buy and sell forward foreign currency exchange contracts in non-U.S. currencies in connection with its investments.

Depositary Receipts. A depositary receipt is a receipt traded on an investor's domestic market for the shares of a company traded in foreign capital markets. American Depositary Receipts ("ADRs") are receipts of shares of a foreign-based company traded on a U.S. market. Rather than buying shares of foreign-based companies in foreign markets, U.S. investors may 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 or expensive trading on the issuing company's home exchange. Because the companies issuing GDRs may not be as well establ ished or may not use the same accounting system as more developed markets, their stocks may tend to be more volatile and less liquid. Other types of depositary receipts may also be used.

Emerging Markets Fund generally will be invested in issuers in eight or more emerging markets. Emerging Markets Fund will not purchase a security of a country if the

QUANT FUNDS

Emerging Markets Fund already has more than 25% of its assets invested in that country. The Emerging Markets Fund may invest more than 25% of its total assets in a particular region. Emerging Markets Fund considers any market that is not developed to be an emerging market. Currently, emerging markets include, but are not limited to, the following countries included in the MSCI EM Index: Argentina, Brazil, Chile, China, Columbia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Jordan, Korea, Malaysia, Mexico, Morocco, Pakistan, Peru, the Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey. At the discretion of Emerging Markets Fund's Advisor, Emerging Markets Fund may invest in other emerging countries; however, under normal circumstances no more than 20% of the Emerging Markets Fund's net assets (plus borrowings for investment purposes) may be invested in countries not included in the MSCI EM Index.

Emerging Market Fund's Advisor primarily employs a "quantitative" investment approach to selecting investments. A quantitative investment approach relies on financial models and computer databases to assist in the stock selection process. The Advisor's proprietary computer models are capable of rapidly ranking a large universe of eligible investments using an array of traditional factors applied in financial analysis, such as cash flow, earnings growth, and price to earnings ratios, as well as other factors. With the benefit of these rankings, the Advisor can monitor a portfolio of securities for consistency with the Emerging Markets Fund's investment objectives. Emerging Markets Fund's Advisor may also use qualitative research to identify industry, country or market events not otherwise captured by its models.

Emerging Markets Fund may invest in companies of any capitalization. Emerging Markets Fund's Advisor may invest in both value stocks and growth stocks. A value stock is a stock the Advisor believes is undervalued compared to its true worth. Value stocks are generally not expected to experience significant earnings growth. A growth stock is a stock the Advisor believes will have earnings that are likely to grow faster than the economy as a whole.

Principal Risks

An investment in Emerging Markets Fund involves a substantial degree of risk. Even though Emerging Markets Fund seeks long-term growth of capital, you could lose money on your investment or not make as much as if you had invested elsewhere. See the Principal Risks table for more information on the principal risks that could adversely affect your investment.

Quant Foreign Value Fund

Investment Objective

Long-term growth of capital and income.

Principal Investment Strategies

Under normal market conditions, the Foreign Value Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in common stocks of foreign markets issuers. A foreign markets issuer is one that derives at least 50% of its gross revenues or profits from goods or services produced in non-U.S. markets or from

QUANT FUNDS

sales made in non-U.S. markets. Generally, Foreign Value Fund invests in foreign markets issuers in Europe, Australia, and the larger capital markets of the Far East; however, Foreign Value Fund also may invest without limit in emerging markets issuers. An emerging market issuer is one that is traded in, or organized under the laws of, the countries that comprise the MSCI Emerging Markets Index. For purposes of Foreign Value Fund's investment policies, common stocks include securities with common stock characteristics such as depositary receipts (see below), participatory notes, warrants and rights. Foreign Value Fund may also buy and sell forward foreign currency exchange contracts in non-U.S. currencies in connection with its investments.

The Fund's 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, growth, and valuation analyses, as well as other non-traditional factors.

Foreign Value Fund's Advisor uses a three-step investment decision making process, with the objective to identify companies with the most undervalued streams of sustainable cash flow. First, because the Advisor believes that country and industry factors are important influences on security prices, it employs proprietary quantitative investment technology to evaluate data such as cash flow and interest rates to produce a ranking of country and industry value sectors. Second, because the Advisor believes that normal security price fluctuations produce company valuations that can undervalue the cash flow or assets of a company, it uses traditional valuation criteria to regularly screen a database of more than 29,000 companies worldwide to identify a pool of approximately 500 or more securities with the greatest potential for undervalued streams of sustainable cash flow or undervalued assets. Third, the Advisor conducts rigorous fundamental rese arch on the pool of companies identified throughout the first two steps of the investment process. The Advisor also maintains a "watch-list" of approximately 250 companies which may be used if the valuation of a company held in Foreign Value Fund's portfolio falls below established limits.

Foreign Value Fund generally will be invested in issuers in ten or more foreign countries. Foreign Value Fund may invest in companies of any capitalization. The Foreign

QUANT FUNDS

Value Fund may invest in both value stocks and growth stocks, however the Advisor mainly invests in value stocks, which are stocks that the Advisor believes are undervalued by the market compared to their true worth.

Option Strategy. The Fund's Advisor may utilize options in an attempt to improve the risk/return profile of the Fund. The Fund's option strategy may include writing (selling) call options (each, a "Call Option") on equity securities, equity indexes and Exchange Traded Funds ("ETFs" and collectively with such equity securities and equity indexes, the "Subject Securities") and/or purchasing put options (each, a "Put Option") on Subject Securities. Selling Call Options is designed to provide income to the Fund (effectively lowering the purchase price of the Subject Security) prior to the Subject Security reaching the Advisor's target price for the Subject Security. Purchasing Put Options is designed to protect the Fund from dramatic downward movements in the price of Subject Security, effectively locking in a minimum sale price for the Subject Security.

The extent of the Advisor's use of Call Options and Put Options may vary over time based on the Advisor's assessment of market conditions and other factors. The Advisor may choose to cover both the down-side risk and the up-side growth potential of any Subject Security, such that up to 100% of the Fund's portfolio holdings may be covered by both a Call Option and a Put Option at any time.

Principal Risks

An investment in Foreign Value Fund involves a high degree of risk. Even though Foreign Value Fund seeks long-term growth of capital and income, you could lose money on your investment or not make as much as if you had invested elsewhere. See the Principal Risks table for more information on the principal risks that could adversely affect your investment.

Quant Foreign Value Small Cap Fund

Investment Objective

Long-term growth of capital and income.

Principal Investment Strategies

Under normal market conditions, Foreign Value Small Cap Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in common stocks of small companies organized in foreign markets. A foreign markets issuer is one that derives at least 50% of its gross revenues or profits from goods or services produced in non-U.S. markets or from sales made in non-U.S. markets. Generally, Foreign Value Small Cap Fund invests in foreign markets issuers in Europe, Australia, and the larger capital markets of the Far East; however, Foreign Value Small Cap Fund also may invest without limit in emerging markets issuers. An emerging market issuer is one that is traded in, or organized under the laws of, the countries that comprise the MSCI Emerging Markets Index. For purposes of Foreign Value Small Cap Fund's investment policies, common stocks include securities with common stock characteristics such as depositary receipts (see below), p articipatory notes, warrants and rights. Foreign Value Small Cap Fund may also buy and sell forward foreign currency exchange contracts

QUANT FUNDS

in non-U.S. currencies in connection with its investments. Although there is no minimum market capitalization for companies whose securities Foreign Value Small Cap Fund may purchase, a small cap company will generally have a market capitalization (at time of purchase) from $50 million to $2 billion.

Depositary Receipts. A depositary receipt is a receipt traded on an investor's domestic market for the shares of a company traded in foreign capital markets. American Depositary Receipts ("ADRs") are receipts of shares of a foreign-based company traded on a U.S. market. Rather than buying shares of foreign-based companies in foreign markets, U.S. investors may 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 or expensive trading on the issuing company's home exchange. Because the companies issuing GDRs may not be as well establ ished or may not use the same accounting system as more developed markets, their stocks may tend be more volatile and less liquid. Other types of depositary receipts may also be used.

Foreign Value Small Cap Fund's 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, growth, and valuation analyses, as well as other factors.

Foreign Value Small Cap Fund's Advisor uses a three-step investment decision making process, with the objective to identify companies with the most undervalued streams of sustainable cash flow. First, because the Advisor believes that country and industry factors are important influences on security prices, it employs proprietary quantitative investment technology to evaluate data such as cash flow and interest rates to produce a ranking of country and industry value sectors. Second, because the Advisor believes that 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 (non-U.S.) companies to identify a pool of approximately 250 or more securities with the greatest potential for undervalued streams of sustainable cash flow or undervalued assets. Third, the Adviso r 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 Foreign Value Small Cap Fund's portfolio falls below the value of an alternative company.

Foreign Value Small Cap Fund generally will be invested in issuers in ten or more foreign countries. The Foreign Value Fund may invest in both value stocks and growth stocks, however the Advisor mainly invests in value stocks which are stocks that the Advisor believes are undervalued by the market compared to their true worth

QUANT FUNDS

Principal Risks

An investment in Foreign Value Small Cap Fund involves a high degree of risk. Even though Foreign Value Small Cap Fund seeks long-term growth of capital and income, you could lose money on your investment or not make as much as if you had invested elsewhere. See the Principal Risks table for more information on the principal risks that could adversely affect your investment.

QUANT FUNDS

Principal Risks for Each Fund

Even though each Fund seeks to achieve its investment objective, you could lose money on your investment or not make as much as if you had invested elsewhere. The main risks that could affect your investment include:

Quant Funds

Small
Cap

Long/
Short

Emerging
Markets

Foreign
Value

Foreign
Value
Small
Cap

Principal Risks

Stock Market

• The risk that the stock price of one or more of the companies in a Fund's portfolio will fall, or will fail to appreciate as anticipated by the Fund's Advisor. Many factors can adversely affect a stock's performance.

• The risk that movements in the securities markets will adversely affect the price of a Fund's investments, regardless of how well the companies in which a Fund invests perform.

Common Stocks

• The value of a company's stock falls as a result of factors directly relating to that company, such as decisions made by its management or lower demand for the company's products or services.

• The value of a company's stock falls as a result of factors affecting multiple companies in a number of different industries, such as increases in production costs.

• The value of a company's stock falls as a result of changes in financial market conditions that are relatively unrelated to the company or its industry, such as changes in interest rates or currency exchange rates.

QUANT FUNDS

Quant Funds

Small
Cap

Long/
Short

Emerging
Markets

Foreign
Value

Foreign
Value
Small
Cap

Principal Risks

Warrants

Warrants do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holders to purchase, and they do not represent any rights in the assets of the issuer. An investment in warrants may be considered more speculative than certain other types of investments. The value of a warrant does not necessarily change with the value of the underlying securities, and warrants expire worthless if they are not exercised on or prior to their expiration date.

Small Cap Companies

Small cap companies are more likely than larger companies to have limited product lines, markets or financial resources, or to depend on a small, inexperienced management group. Small cap companies' earnings and revenue tend to be less predictable than larger companies. Stocks of these companies may trade less frequently and in limited volume, and their prices may fluctuate more than stocks of other companies. Stocks of these companies may therefore be more vulnerable to adverse developments than those of larger companies. Such stocks may be harder to sell at the times and prices the Fund's Advisor thinks appropriate.

QUANT FUNDS

Quant Funds

Small
Cap

Long/
Short

Emerging
Markets

Foreign
Value

Foreign
Value
Small
Cap

Principal Risks

Small and Mid Cap Companies

To the extent that a Fund invests in small and mid cap companies, such companies are more likely than larger companies to have limited product lines, markets or financial resources, or to depend on a small, inexperienced management group. Small and mid cap companies' earnings and revenue tend to be less predictable than larger companies. Stocks of these companies may trade less frequently and in limited volume, and their prices may fluctuate more than stocks of other companies. Stocks of these companies may therefore be more vulnerable to adverse developments than those of larger companies. Such stocks may be harder to sell at the times and prices the Fund's Advisor thinks appropriate.

Value Stocks

To the extent the Fund invests in value stocks, if the Fund's Advisor's assessment of a company's prospects is wrong, or if the market fails to recognize the stock's value, then the price of the company's stock may not approach the value that the Fund's Advisor believes is the full market value. Value stocks may also decline in price even when the Fund's Advisor already believes they are undervalued.

QUANT FUNDS

Quant Funds

Small
Cap

Long/
Short

Emerging
Markets

Foreign
Value

Foreign
Value
Small
Cap

Principal Risks

Growth Stocks

To the extent the Fund invests in growth stocks, if the Fund's Advisor's assessment of the prospects for the company's earnings growth is wrong, or if its judgment about how other investors will value the company's earnings growth is wrong, then the price of the company's stock may fall or not approach the value that the Fund's Advisor has placed on it.

Foreign Investments

• Unfavorable changes in currency exchange rates: Foreign investments are normally issued and traded in foreign currencies. As a result, their values may be affected by changes in the exchange rates between particular foreign currencies and the U.S. dollar.

• Political and economic developments: Foreign investments may be subject to the risks of seizure by a foreign government, imposition of restrictions on the exchange or transport of foreign currency, and tax increases.

• Unreliable or untimely information: There may be less information publicly available about a foreign company than about most U.S. companies, and foreign companies may not be 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.

QUANT FUNDS

Quant Funds

Small
Cap

Long/
Short

Emerging
Markets

Foreign
Value

Foreign
Value
Small
Cap

Principal Risks

Foreign Investments (continued)

• Limited markets: Certain foreign investments may be less liquid (harder to buy and sell) and more volatile than domestic investments, which means the Fund may at times be unable to sell these investments at desirable prices. For the same reason, the Fund may at times find it difficult to value their foreign investments.

• Trading practices: Brokerage commissions and other fees are generally higher for foreign investments than for domestic investments. The procedures and rules for settling foreign transactions may also involve delays in payment, delivery or recovery of money or investments.

• Lower yield: Common stocks of foreign companies have historically offered lower dividends than comparable U.S. companies. Foreign withholding taxes may further reduce the amount of income available to distribute to shareholders of the Fund. The Fund's yield is therefore expected to be lower than yields of most funds that invest mainly in common stocks of U.S. companies. Certain of these risks may also apply to some extent to U.S.-traded investments that are denominated in foreign currencies, investments in U.S. companies that are traded in foreign markets, or to investments in U.S. companies that have significant foreign operations.

QUANT FUNDS

Quant Funds

Small
Cap

Long/
Short

Emerging
Markets

Foreign
Value

Foreign
Value
Small
Cap

Principal Risks

Emerging Markets Investments

Investing in emerging markets involves risks in addition to and greater than those generally associated with investing in more developed foreign markets. The extent of foreign development, political stability, market depth, infrastructure and capitalization and regulatory oversight are generally less than in more developed markets. Emerging market economies can be subject to greater social, economic, regulatory and political uncertainties including potential expropriation and confiscatory taxation. All of these factors generally make emerging market securities more volatile and potentially less liquid than securities issued in more developed markets. Accordingly, at times the Fund may find it even more difficult to value their emerging markets investments than the Fund's other foreign investments.

QUANT FUNDS

Quant Funds

Small
Cap

Long/
Short

Emerging
Markets

Foreign
Value

Foreign
Value
Small
Cap

Principal Risks

Short Sales Risk

If a security sold short increases in price, the Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold short. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Fund may be required to pay in connection with the short sale. In addition, because the Fund's loss on a short sale arises from increases in the value of the security sold short, such loss is theoretically unlimited. By contrast, the Fund's loss on a long position arises from decreases in the value of the security and is limited by the fact that a security's value cannot drop below zero.

Segregated Account Risk

Until the Fund replaces a borrowed security, it is required to maintain a segregated account of cash or highly liquid securities with a broker or custodian to cover the Fund's short position. Securities held in a segregated account cannot be sold while the position they are covering is outstanding, unless they are replaced with similar securities. As a result, there is the possibility that segregation of a percentage of the Fund's assets could affect its portfolio management.

QUANT FUNDS

Quant Funds

Small
Cap

Long/
Short

Emerging
Markets

Foreign
Value

Foreign
Value
Small
Cap

Principal Risks

Leverage Risk

By investing the proceeds received from selling securities short, the Fund is employing leverage, which creates special risks. The use of leverage may increase the Fund's exposure to long equity positions and make any change in the Fund's net asset value per share greater than without the use of leverage. This could result in increased volatility of returns.

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 Fund's risk exposure to stock market values, interest rates or currency exchange rates. Certain derivatives may be less liquid and more difficult to value than other types of securities.

Derivatives may be used for both hedging and non-hedging purposes. Use of derivatives 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 Fund's return as a non-hedging strategy that may be considered speculative.

QUANT FUNDS

Quant Funds

Small
Cap

Long/
Short

Emerging
Markets

Foreign
Value

Foreign
Value
Small
Cap

Principal Risks

Call Options Risk

Limited Gains. By writing (selling) call options (each, a "Call Option") on equity securities, equity indexes and Exchange Traded Funds ("ETFs" and collectively with such equity securities and equity indexes, the "Subject Securities"), the Fund may forego the opportunity to benefit from an increase in the price of the Subject Security above the exercise price of the Call Option, but continues to bear the risk of a decline in the value of the Subject Security. While the Fund will receive a cash premium for writing the Call Option, the price the Fund realizes from the sale of a Subject Security upon exercise of the option could be substantially below such Subject Securities prevailing market price.

Lack of Liquidity for the Call Option. A liquid market may not exist for a Call Option. If the Fund is not able to close out a Call Option, the Fund will not be able to sell the underlying Subject Security until the Call Option expires or is exercised.

Lack of Liquidity for the Security. The Fund's investment strategy may also result in a lack of liquidity of the purchase and sale of portfolio securities. Because the Fund will generally hold the Subject Securities underlying a Call Option, the Fund may be less likely to sell the Subject Securities in its portfolio to take advantage of new investment opportunities.

QUANT FUNDS

Quant Funds

Small
Cap

Long/
Short

Emerging
Markets

Foreign
Value

Foreign
Value
Small
Cap

Principal Risks

Call Options Risk (continued)

Additional Counterparty Risk. Selling Call Options may result in increased exposure to the purchaser of the Call Option. The Advisor intends to minimize such counterparty risk by selling Call Options that may be exchange traded. Options contracts traded on the five (5) major U.S. options exchanges, plus numerous non-U.S. options exchanges are guaranteed by the Options Clearing Corporation, thus minimizing the counterparty exposure.

Put Options Risk

Additional Cost. By purchasing put options (each, a "Put Option") on Subject Securities, the Fund will lock in the ability to sell a Subject Security at a pre-determined target price, but will continue to benefit from any upward movement in the value of the Subject Security. While the Fund will pay a cash premium for purchasing the Put Option, the Advisor believes that the cost of purchasing the Put Option is offset by the ability to sell the Subject Security at a pre-determined price thus locking in a pre-determined gain.

Lack of Liquidity for the Put Option. A liquid market may not exist for a Put Option. If the Fund is not able to close out a Put Option, the Fund will not be able to sell the underlying Subject Security until the Put Option expires or is exercised.

QUANT FUNDS

Quant Funds

Small
Cap

Long/
Short

Emerging
Markets

Foreign
Value

Foreign
Value
Small
Cap

Principal Risks

Put Options Risk (continued)

Lack of Liquidity for the Security. The Fund's investment strategy may also result in a lack of liquidity of the purchase and sale of portfolio securities. Because the Fund will generally hold the Subject Securities underlying a Put Option, the Fund may be less likely to sell the Subject Securities in its portfolio to take advantage of new investment opportunities.

Additional Counterparty Risk. Purchasing Put Options may result in increased exposure to the seller of the Put Option. The Advisor intends to minimize such counterparty risk by purchasing Put Options that may be exchange traded. Options contracts traded on the five (5) major U.S. options exchanges, plus numerous non-U.S. options exchanges are guaranteed by the Options Clearing Corporation, thus minimizing the counterparty exposure.

Non-Diversification

• Each of the Funds is "non-diversified" under the Investment Company Act of 1940, as amended (the "1940 Act"), which means that it may invest a higher percentage of its assets in a smaller number of issuers. As a result, a decline in the value of the securities of one issuer could have a greater negative effect on the Fund.

• This risk is greater for smaller companies that are the primary investment vehicles for the Small Cap Fund and Foreign Value Small Cap Fund, which tend to be more vulnerable to adverse developments.

QUANT FUNDS

Performance

The following bar charts and tables indicate some of the risks of investing in a Fund by showing changes in each Fund's performance over time. The tables also compare a Fund's performance to a broad measure of market performance that reflects the type of securities in which the Fund invests. Of course, past performance does not necessarily indicate how the Fund will perform (before and after taxes) in the future. Because the chart and table reflect calendar year performance, the numbers will differ from those in the "Financial Highlights" table later in this Prospectus and in the Fund's shareholder report, which are based on the Fund's fiscal year end of March 31. Updated performance information is available at www.quantfunds.com.

Bar charts. The bar charts show changes in the annual total returns of a Fund's Ordinary Shares as of December 31 for the past ten years, or a shorter period of time if a Fund has not been in existence for ten years. Returns for Institutional Shares will differ from the Ordinary Share returns due to differences in expenses between the classes.

Average annual total return tables. The average annual total return tables compare each class of a Fund to broad-based market indices that invest in comparable types of stocks. Unlike the Funds, the indexes are not actively managed. Investment returns for the indexes assume the reinvestment of dividends paid on stocks comprising the indexes.

After tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns may differ depending on your individual circumstances and may differ from those shown. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement. After-tax returns are shown only for Ordinary Shares and after-tax returns for Institutional Shares may vary. A Fund's past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. After-tax returns on distributions and sales may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of Fund shares.

QUANT FUNDS

Quant Small Cap Fund

Annual Return Ordinary Class

(Calendar year ended December 31)

The calendar year-to-date return of the Ordinary Shares of Small Cap Fund as of 6/30/2009 is 7.19%

Best Quarter: Worst Quarter:				Q4 1999 Q4 2008					32.35 % –33.47 %

Average Annual Total Returns for the periods ended December 31, 2008

	1 Year			5 Years			10 Years
Ordinary Shares Before Taxes		–49.30	%		–3.80	%		1.47	%
Ordinary Shares After Taxes on Distributions		–49.30	%		–4.61	%		0.57	%
Ordinary Shares After Taxes on Distributions and Sale of Fund Shares		–32.05	%		–2.71	%		1.36	%
Institutional Shares Before Taxes		–49.18	%		–3.38	%		1.95	%
Russell 2000 Index (reflects no deductions for fees, expenses or taxes)		–33.79	%		–0.93	%		3.02	%

The Russell 2000 Index is comprised of the bottom two-thirds of the largest 3,000 publicly traded companies in the United States. It is widely used as a benchmark for the general market for small company stocks.

QUANT FUNDS

Quant Long/Short Fund*

Annual Return Ordinary Class

(Calendar year ended December 31)

The calendar year-to-date return of the Ordinary Shares of Long/Short Fund as of 6/30/2009 is 3.70%.

Best Quarter: Worst Quarter:				Q4 1999 Q4 2008					38.29 % –23.84 %

Average Annual Total Returns for the periods ended December 31, 2008*

1 Year

5 Years

10 Years

Ordinary Shares Before Taxes

–41.52

–4.36

–3.65

Ordinary Shares After Taxes on Distributions

–41.55

–4.48

–4.64

Ordinary Shares After Taxes on
Distributions and Sale of Fund Shares

–26.99

–3.60

–3.00

Institutional Shares Before Taxes

–41.85

–4.15

–3.29

S&P 500 Index (reflects no
deductions for fees, expenses or taxes)

–37.00

–2.19

–1.38

* On November 1, 2006, the Long/Short Fund (formerly known as Quant Growth and Income Fund) changed its principal investment strategy and prior to this date did not take short positions as part of its main investment strategies. Performance shown for periods prior to November 1, 2006 does not reflect the new investment strategy. On January 2, 2008, Analytic began serving as Advisor to the Long/Short Fund. Prior to January 2, 2008, SSgA Funds Management, Inc. served as Advisor to the Long/Short Fund.

The S&P 500 Index is comprised of stocks chosen by Standard & Poor's for their size and industry characteristics. It is widely used as a benchmark for the general market for stocks in the United States.

QUANT FUNDS

Quant Emerging Markets Fund*

Annual Return Ordinary Class

(Calendar year ended December 31)

The calendar year-to-date return of the Ordinary Shares of Emerging Markets Fund as of 6/30/2009 is 29.41%.

Best Quarter: Worst Quarter:				Q4 2003 Q4 2008					32.05 % –32.62 %

Average Annual Total Returns for the periods ended December 31, 2008

	1 Year			5 Years			10 Years
Ordinary Shares Before Taxes		–59.20	%		5.08	%		9.75	%
Ordinary Shares After Taxes On Distributions		–59.71	%		4.29	%		9.30	%
Ordinary Shares After Taxes on Distributions and Sale of Fund Shares		–38.50	%		4.33	%		8.66	%
Institutional Shares Before Taxes		–59.11	%		5.44	%		10.21	%
MSCI EM Index (reflects no deductions for fees, expenses or taxes)		–53.18	%		8.02	%		9.31	%

* Prior to November 2, 2003, Independence Investments LLC served as Advisor to the Emerging Markets Fund.

The MSCI Emerging Markets ("MSCI EM") Index is an unmanaged index comprised of stocks located in emerging market countries. It is widely used as a benchmark for the general market for emerging markets.

QUANT FUNDS

Quant Foreign Value Fund

Annual Return Ordinary Class

(Calendar year ended December 31)

The calendar year-to-date return of the Ordinary Shares of Foreign Value Fund as of 6/30/2009 is 24.11%.

Best Quarter: Worst Quarter:				Q2 2009 Q4 2008					36.87 % –26.53 %

Average Annual Total Returns for the periods ended December 31, 2008

	1 Year			5 Years			10 Years
Ordinary Shares Before Taxes		–52.40	%		–1.96	%		3.18	%
Ordinary Shares After Taxes on Distributions		–52.59	%		–2.49	%		2.47	%
Ordinary Shares After Taxes on Distributions and Sale of Fund Shares		–34.07	%		–1.39	%		2.81	%
Institutional Shares Before Taxes		–52.27	%		–1.70	%		3.45	%
MSCI EAFE Index (reflects no deductions for fees, expenses or taxes)		–43.06	%		2.10	%		1.18	%

The MSCI Europe, Australasia and Far East ("MSCI EAFE") Index is an unmanaged index comprised of stocks located in countries. It is widely used as a benchmark for the general market for developed foreign markets.

QUANT FUNDS

Quant Foreign Value Small Cap Fund

Since the Foreign Value Small Cap Fund commenced operations on May 1, 2008, it does not have a full calendar year of performance.

QUANT FUNDS

SUMMARY OF FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the Funds.

Shareholder Fees (fees paid directly from your investment) ¹

	ORDINARY SHARES	INSTITUTIONAL SHARES
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None	None
Maximum Deferred Sales Charge (Load)	None	None
Maximum Redemption Fee	None	None

Annual Fund Operating Expenses as a percentage of average net assets
(expenses that are deducted from Fund assets)

	Small Cap Fund			Long/Short Fund			Emerging Markets Fund			Foreign Value Fund			Foreign Value Small Cap Fund
Ordinary Shares
Management Fee		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Distribution and/or Service (12b-1) Fees		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%
Other Expenses ^₂		0.39	%		—			0.42	%		0.37	%		0.75	%
Short Sale Dividend Expenses		—			0.73	% ^₃		—			—			—
Remainder of Other Expenses		—			0.73	% ^₃		—			—			—
Total of Other Expenses		—			1.46	%		—			—			—
Total Annual Fund Operating Expenses		1.64	%		2.71	%		1.67	%		1.62	%		2.00	%
Acquired Fund (Indirect Underlying Fund) ^₄		—			—			0.01	%		—			0.02	%
Total Direct and Acquired Fund Annual Operating Expenses		1.64	%		2.71	%		1.68	%		1.62	%		2.02	%

QUANT FUNDS

	Small Cap Fund			Long/Short Fund			Emerging Markets Fund			Foreign Value Fund			Foreign Value Small Cap Fund
Institutional Shares
Management Fee		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Distribution and/or Service (12b-1) Fees		None			None			None			None			None
Other Expenses ^₂		0.42	%					0.48	%		0.38	%		0.88	%
Short Sale Dividend Expenses		—			0.73	% ^₃		—			—			—
Remainder of Other Expenses		—			1.46	% ^₃		—			—			—
Total of Other Expenses		—			2.19	%		—			—			—
Total Annual Fund Operating Expenses		1.42	%		3.19	%		1.48	%		1.38	%		1.88	%
Acquired Fund (Indirect Underlying Fund) ^₄		—			—			0.01	%		—			0.02	%
Total Direct and Acquired Fund Annual Operating Expenses		1.42	%		3.19	%		1.49	%		1.38	%		1.90	%

^₁ If you buy and sell shares through a broker or other financial intermediary, the intermediary may charge a separate transaction fee.

^₂ The Funds have an expense offset arrangement that reduces their custodian fee based upon the amount of cash maintained by the Funds with the custodian. "Other expenses" in the table do not take into account these expense reductions, and are therefore higher than the actual expenses of the Funds. Pursuant to the Management Contract between Quantitative Investment Advisors, Inc. (the "Manager") and the Trust, the Manager has agreed to limit the total operating expenses of the Small Cap Fund to 2% of its average net assets. For the fiscal year ended March 31, 2009, it was not necessary for the Manager to limit expenses or waive fees for the Small Cap Fund.

^₃ The Fund's principal investment strategies include selling securities short. When a cash dividend is declared on a security for which the Fund has a short position, the Fund incurs the obligation to pay an amount equal to that dividend to the lender of the shorted security ("short-sale dividend expense"), and this obligation must be disclosed as a Fund expense under "Total of Other Expenses" and "Total Annual Fund Operating Expenses." However, any such dividend on a security sold short generally reduces the market value of the shorted security, thus increasing the Fund's unrealized gain or reducing the Fund's unrealized loss on its short-sale transaction.

^₄ Acquired Fund Fees and Expenses are not fees or expenses incurred by a Fund directly but are expenses of underlying funds in which a Fund invests. You incur these fees and expenses indirectly through the Fund's investment in those underlying funds. The fees presented above represent those incurred during the prior fiscal year. Acquired Fund Fees and Expenses may be higher or lower than the amount shown above based on expenses of the underlying funds as well as the degree to which a Fund invests in underlying funds. The "Total Direct and Acquired Fund Annual Fund Operating Expenses" will not correlate to the Fund's ratio of expenses to average net assets in the Fund's Financial Highlights, which reflects the operating expenses of the Fund and does not include "Acquired Fund Fees and Expenses."

QUANT FUNDS

Example

This Example is intended to help you compare the cost of investing in a Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in a Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same as set forth in the table above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	Ordinary Shares								Institutional Shares
	1 year		3 years		5 years		10 years		1 year		3 years		5 years		10 years
Small Cap Fund	$	167	$	517	$	892	$	1,944	$	145	$	449	$	776	$	1,702
Long/Short Fund	$	274	$	841	$	1,435	$	3,041	$	322	$	983	$	1,669	$	3,494
Emerging Markets Fund	$	171	$	530	$	913	$	1,987	$	152	$	471	$	813	$	1,779
Foreign Value Fund	$	165	$	511	$	881	$	1,922	$	141	$	437	$	755	$	1,657
Foreign Value Small Cap	$	205	$	634	$	1,088	$	2,348	$	193	$	597	$	1,026	$	2,222

NON-PRINCIPAL INVESTMENT POLICIES AND RELATED RISKS

The section Basic Information about the Funds describes each Fund's investment objective and principal investment strategies and risks. This section describes additional investments that a Fund may make or strategies it may pursue to a lesser degree to achieve a Fund's goal. Some of a Fund's secondary investment policies also entail risks. To learn more about these risks you should obtain and read the Funds' statement of additional information ("SAI"). You may request a free copy of the SAI by mail, phone or by accessing the Fund's website at www.quantfunds.com. See the last page of this prospectus.

All Funds

Investments other than Common Stocks. A Fund may invest up to 20% of its assets in investments such as preferred stocks, convertible securities, fixed income securities, real estate investment trusts, or repurchase agreements.

A Fund will invest in convertible securities primarily for their equity characteristics.

A Fund may invest in fixed income securities of any maturity. A Fund may not invest more than 10% of its net assets in fixed income securities, including convertible debt securities, rated below investment grade or in unrated securities of comparable quality.

Real estate investment trusts ("REITs") are companies that invest primarily in real estate or real estate related loans. Investing in REITs involves unique risks. They are significantly affected by the market for real estate and are dependent upon management skills and cash flow. In addition to its own expenses, a Fund will, in some cases, indirectly bear its proportionate share of any management and other expenses paid by REITs in which it invests.

Derivatives. A Fund may use futures and options on securities, indices and currencies and other derivatives.

QUANT FUNDS

A derivative is a security or instrument whose value is determined by reference to the value or the change in value of one or more securities, currencies, indices or other financial instruments. Even a small investment in derivatives could have a significant impact on a Fund's risk exposure to stock market values, interest rates or currency exchange rates. Certain derivatives may be less liquid and more difficult to value than other types of securities.

Derivatives may be used for both hedging and non-hedging purposes. Derivatives will not be used as a primary investment technique. Non-principal uses could include hedging against adverse changes in stock market prices, interest rates or currency exchange rates; using derivatives as a substitute for buying or selling securities or to increase a Fund's return as a non-hedging strategy that may be considered speculative.

Exchange Traded Funds. A Fund may invest up to 10% of its total net assets in other investment companies including exchange traded funds ("ETFs") to the extent that such investments are consistent with the Fund's investment objective and policies and permissible under the 1940 Act. A Fund will indirectly bear its proportionate share of any management fees paid by such other investment companies in which it invests in addition to the investment advisory fee paid by the Fund. Shareholders of the Fund would therefore be subject to duplicative expenses to the extent the Fund invests in other investment companies.

Short Term Trading. Normally, a Fund's Advisor does not trade for short-term profits. A Fund will sell an investment, however, even if it has only been held for a short time, if it no longer meets a Fund's investment criteria.

Portfolio Turnover. A Fund's annual portfolio turnover ratio will vary. If a Fund's Advisor does a lot of trading, the Fund will experience increased operating expenses, which could reduce performance and may cause shareholders to incur an increased level of taxable income or capital gains. See Financial Highlights for actual turnover rates.

Cash Management and Temporary Defensive Strategies. Normally, each Fund's Advisor invests substantially all of a Fund's assets to meet the Fund's investment objective. A Fund's Advisor may invest the remainder of a Fund's assets in short term debt obligations with remaining maturities of less than one year, cash equivalents or may hold cash. For temporary defensive purposes, a Fund's Advisor may determine that market conditions make pursuing the Fund's investment strategies inconsistent with the best interests of its shareholders. A Fund's Advisor may then temporarily use alternative strategies that are mainly designed to limit the Fund's losses. Although a Fund's Advisor has the flexibility to use these strategies, it may choose not to for a variety of reasons, even in very volatile market conditions. These strategies may cause a Fund to miss out on investment op portunities, and may prevent a Fund from achieving its objective.

Securities Lending. A Fund may lend securities from their portfolios to brokers, dealers and other financial institutions. Loans of portfolio securities by a Fund may not exceed 30% of the value of a Fund's total assets, with the exception of the Long/Short Fund which may lend securities up to 33 1/3% of its total assets. Securities loans are made pursuant to agreements requiring that loans be continuously secured by collateral in cash or cash equivalents (such as U.S. Treasury bills) at least equal at all times to the market value of the securities lent. The borrower pays to a Fund an amount

QUANT FUNDS

equal to any dividends or interest received on the securities lent. A Fund may invest the cash collateral received in interest-bearing, short-term securities or receive a fee from the borrower. 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.

Changes in Policies. The Trustees may change each Fund's objective, investment strategies and other policies without shareholder approval, except as otherwise indicated. However, each Fund's policy of investing at least 80% of its net assets (less borrowings for investment purposes) in a particular type of investment may not be materially revised unless shareholders are notified at least 60 days in advance of the proposed change.

MANAGEMENT OF THE FUNDS

Under Massachusetts' law, the management of the Funds' business and affairs is the ultimate responsibility of the Board of Trustees of the Funds.

The Manager

The Funds are managed by Quantitative Investment Advisors, Inc. d/b/a Quantitative Advisors, 55 Old Bedford Road, Suite 202, Lincoln, MA 01773 (the "Manager"), which handles the Funds' business affairs. The Manager is a privately held financial services firm providing management and administrative services and facilities to the Quant Funds. As of June 30, 2009, the firm had approximately $730 million in assets under management.

The Manager may, subject to the approval of the Trustees, choose the investments of the Funds itself or, subject to the approval by the Trustees, select subadvisors (the "Advisors") to execute the day-to-day investment strategies of the Funds. The Manager currently employs Advisors to make the investment decisions and portfolio transactions for each of the Funds and supervises the Advisors' investment programs.

Day-to-day responsibility for investing the Funds' assets currently is provided by the Advisors described below. The Funds have received an exemptive order from the Securities and Exchange Commission that permits the Manager, subject to certain conditions, to enter into or amend an advisory contract with Advisors without obtaining shareholder approval. With Trustee approval, the Manager may employ a new Advisor for a Fund, change the terms of the advisory contracts, or enter into new advisory contracts with the Advisors. The Manager retains ultimate responsibility to oversee the Advisors and to recommend their hiring, termination, and replacement. Shareholders of a Fund continue to have the right to terminate the advisory contract applicable to that Fund at any time by a vote of the majority of the outstanding voting securities of the Fund. Shareholders will be notified of any Advisor changes or other material amendments to an advisory contr act that occur under these arrangements.

The Advisors and Portfolio Management

The Advisors provide portfolio management and related services to each Fund, including trade execution.

QUANT FUNDS

The Statement of Additional Information provides additional information about each portfolio manager's compensation, other accounts managed by each portfolio manager and each portfolio manager's ownership of shares of his or her Fund.

Quant Small Cap Fund

Advisor. Columbia Partners, L.L.C., Investment Management ("Columbia"), 5425 Wisconsin Avenue, Suite 700, Chevy Chase, MD 20815 serves as the investment subadvisor to the Small Cap Fund. As of March 31, 2009, Columbia had approximately $2.1 billion in assets under management for individual, pension plan and endowment accounts.

Portfolio Management. The Small Cap Fund is co-managed by Rhys Williams and Robert von Pentz who are supported by a team consisting of the following members: Gráinne Coen, Matt Williams, Dan Goldstein, and Mark Tindall. Mr. Williams leads the team and is primarily responsible for day-to-day recommendations with respect to the Fund's portfolio.

Portfolio manager	Portfolio manager experience in this Fund	Primary title(s) with Advisor, primary role and investment experience
Robert A. von Pentz, CFA	Since 1996	Chief Investment Officer and head of Equity Investments since 1996 Investment professional since 1984

Rhys Williams, CFA	Since 1997	Senior Equity Portfolio Manager since 1997 Investment professional since 1990

Gráinne Coen	Since 2001	Equity Team Portfolio Manager & Research Analyst since 2001 Investment professional since 1996

Matt Williams, CPA, CFA	Since 2006	Equity Team Portfolio Manager since 2006 Investment professional since 1986. From 2004-2006 as Vice President, Research at Rittenhouse Asset Management and from 2001-2003 as an Analyst/Portfolio Manager at Gardner Lewis Asset Management.

Dan Goldstein, CFA	Since 1996	Equity Team Portfolio Manager & Research Analyst since 1996 Investment professional since 1994

Mark Tindall, CFA	Since 2003	Equity Team Portfolio Manager & Research Analyst since 2003 Investment professional since 1998. Prior to joining Columbia Partners, he spent four years analyzing equity securities at AIM Management.

QUANT FUNDS

Quant Long/Short Fund

Advisor. Analytic Investors, LLC ("Analytic"), 555 West Fifth Street, 50th Floor, Los Angeles, CA 90013, serves as the investment subadvisor to the Long/Short Fund. Analytic is a subsidiary of Old Mutual plc. Analytic had approximately $7.6 billion of assets under management as of March 31, 2009. Prior to January 2, 2008, the Fund's investment subadvisor was SSgA Funds Management, Inc.

Portfolio Management. The Long/Short Fund is managed by the US Equity Team at Analytic. The portfolio managers identified below are primarily responsible for the day-to-day management of the Long/Short Fund.

Portfolio manager	Portfolio manager experience in this Fund	Primary title(s) with Advisor, primary role and investment experience
Harindra de Silva, Ph.D., CFA	Portfolio Manager since January 2008	President/Portfolio Manager since 1998 Investment professional since 1986

Dennis Bein, CFA	Portfolio Manager since January 2008	Chief Investment Officer/Portfolio Manager since 2004; Portfolio Manager from 1995 to 2004 Investment professional since 1990

Steve Sapra, CFA	Portfolio Manager since January 2008	Portfolio Manager since 1999 Investment professional since 1997

QUANT FUNDS

Quant Emerging Markets Fund

Advisor. PanAgora Asset Management, Inc. ("PanAgora"), 470 Atlantic Avenue, Boston, MA 02110, serves as the investment subadvisor to the Emerging Markets Fund. As of March 31, 2009, PanAgora had $11.4 billion in assets under management in portfolios of institutional pension and endowment funds, among others. Putnam Investments LLC is a control person of PanAgora.

Portfolio Management. The Emerging Markets Fund is managed by the following team.

Portfolio manager	Portfolio manager experience in this Fund	Primary title(s) with Advisor, primary role and investment experience
Joel G. Feinberg	Since 2008	Director, Equity Investments Investment professional since 2000; from 2002 to 2005 as Senior Associate of Operations at Panagora; Research Associate in Macro Strategies in 2005 at Panagora; Portfolio Manager, Equity Investment 2006 to 2008 with Panagora.

Sanjoy Ghosh, Ph.D.	Since 2008	Director, Equity Investments Dr. Ghosh is a Director responsible for managing the firm's dynamic equity investments. Prior to joining PanAgora, he worked at Putnam Investments as a portfolio manager on the Structured Equity team and has over 6 years investment industry experience.

Ronald Hua, CFA	Since 2008	Chief Investment Officer and Head of Research, Equity Investments Mr. Hua is Chief Investment Officer, Equity Investments. He is responsible for all equity strategies at PanAgora. He is also a member of the firm's Management and Investment Committees. Mr. Hua is a CFA charterholder with over 10 years investment industry experience.

Dmitri Kantsyrev, Ph.D., CFA	Since 2008	Portfolio Manager, Equity Investments Dr. Kantsyrev is a Quantitative Analyst on the Dynamic Equity Modeling Team primarily responsible for conducting research for PanAgora's Global and International Equity strategies. Dr. Kantsyrev joined PanAgora from the University of Southern California, where he studied Finance. Dr. Kantsyrev is a CFA charterholder.

QUANT FUNDS

Quant Foreign Value Fund and Quant Foreign Value Small Cap Fund

Advisor. Polaris Capital Management, LLC ("Polaris"), 125 Summer Street, Boston, MA 02110, serves as the investment subadvisor to the Foreign Value Fund and the Foreign Value Small Cap Fund. As of March 31, 2009, Polaris had $1.6 billion in assets under management for institutional clients and affluent individuals.

Foreign Value Fund—Portfolio Management. Bernard R. Horn, Jr. is the lead portfolio manager of the Foreign Value Fund. Assistant portfolio manager Sumanta Biswas contributes to the day-to-day management of the Fund's portfolio through such means as performing research and management of Polaris' proprietary quantitative model. Mr. Biswas may also provide advice on investment decisions during periods when Mr. Horn is unavailable, but does not generally make the final decision as to which securities to purchase or sell for the Fund. The extent to which Mr. Biswas may perform these functions, and the nature of the functions, may change from time to time.

Portfolio manager	Portfolio manager experience in this Fund	Primary title(s) with Advisor, primary role and investment experience
Bernard R. Horn, Jr.	Since 1998 (Fund inception) Lead Portfolio Manager	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.

Sumanta Biswas, CFA	Since 2004	Assistant Portfolio Manager since 2004. Investment professional since 1996; 1996 to 2000 as an officer for the Securities and Exchange Board of India; in 2001 as an intern for Delta Partners; 2002 to 2004 as an Analyst for Polaris. 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.

QUANT FUNDS

Foreign Value Small Cap 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") contribute to the day-to-day management of the Fund's 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.

Portfolio manager	Portfolio manager experience in this Fund	Primary title(s) with Advisor, primary role 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.

Sumanta Biswas, CFA	Assistant Portfolio Manager since 2008 (Fund inception)	Assistant Portfolio Manager since 2004. Investment professional since 1996; 1996 to 2000 as an officer for the Securities and Exchange Board of India; in 2001 as an intern for Delta Partners; 2002 to 2004 as an Analyst for Polaris. 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.

Bin Xiao	Analyst since 2008 (Fund inception)	Analyst with Polaris since 2006. Internship at HSBC Global Investment Banking in 2005, internship at Polaris 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 MIT's 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.

QUANT FUNDS

Portfolio manager	Portfolio manager experience in this Fund	Primary title(s) with Advisor, primary role and investment experience
Andry Sutanto	Analyst since 2008 (Fund inception)	Analyst with Polaris since 2005. Research and teaching assistant Northeastern University 2004; Computer engineer with the Cambridge Research Group 2001-2003. Dual Master's degrees in finance and business administration January 2006 Northeastern University. Undergraduate degree from Boston University. CFA Level III candidate.

Richard V. Howe, CFA	Analyst since 2008 (Fund inception)	Analyst with Polaris since 2005. Investment Professional since 1973. In 1986 became the CIO at Tucker Anthony Management (TAMCO), TAMCO was renamed Freedom Capital Management, Mr. Howe became the principal portfolio manager in charge of value equity fund management at Freedom. MBA Wharton School at the University of Pennsylvania, undergraduate degree economics the University of Virginia.

Management and Advisory Fees

As compensation for services rendered for fiscal year ended March 31, 2009, each Fund paid the Manager a monthly fee at the annual rate of 1% of the average daily net assets. From the management fee, the Manager pays the expenses of providing investment advisory services to the Funds, including the fees of the Advisors of each individual Fund.

The Funds' semi-annual report to be dated September 30, 2009 will contain a detailed discussion of the Board of Trustees' consideration of the advisory and/or subadvisory agreements approved during the fiscal period from April 1, 2009 to September 30, 2009, including the agreements with the Manager and the Advisor for each of the Small Cap Fund, the Long/Short Fund, the Emerging Markets Fund, the Foreign Value Fund and the Foreign Value Small Cap Fund. The Fund's semi-annual report dated September 30, 2009 for the period from April 1, 2008 to September 30, 2008 contains a detailed discussion of the prior advisory and/or subadvisory agreements.

Fee Waivers/Expense Limitations. The Manager is contractually obligated under the terms of the Management Contract to assume certain expenses, reimburse certain expenses and/or waive fees of Small Cap Fund, if necessary, in order to reduce the Small Cap Fund's total expenses to no more than 2.00% of average daily net assets for any fiscal year. This Management Contract limits expenses at the Fund level and not at the individual share class level. Accordingly, the fees of any individual class of Small Cap Fund may be higher than the expense limitation because the expense limit calculation

QUANT FUNDS

adds the expenses of the different classes together and then divides that number by the total average net assets of the Fund. No such reductions in compensation were necessary for the fiscal year ended March 31, 2009.

In addition, the Manager may voluntarily or contractually agree to limit the total operating expenses of a Fund for a period of time by waiving fees or reimbursing a Fund for an expense that it would otherwise incur. In such cases, the Manager may seek reimbursement from the Fund if the Fund's total operating expenses fall below that limit prior to the end of the Funds' fiscal year. Expenses eligible for reimbursement do not include interest, taxes, brokerage commissions, or extraordinary expenses, and expenses are calculated gross of custody credits, if applicable. Extraordinary expenses include, but are not limited to, the higher incremental costs of custody associated with foreign securities, litigation and indemnification expenses. The agreement is subject to periodic review and there is no guarantee that the Manager will continue to limit these expenses in the future.

Revenue Sharing 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. Such payments will be paid by the Manager or its affiliates out of their profits or other available sources and will not impact the total operating expenses of the Fund. The intermediaries to which payments may be made are determined by the Manager. These payments, often referred to as "revenue sharing payments", may be in addition to other payments such as Rule 12b-1 fees and may provide an incentive, in addition to any sales charge, to these firms to actively promote the Funds or to provide marketing or service support to the Funds.

In some circumstances, these payments may create an incentive for an intermediary or its employees or associated persons to recommend or sell shares of a Fund. Please contact your financial intermediary for detail about revenue sharing payments it may receive.

Administrative and Processing Support Payments. The Manager or its affiliates may make payments to certain financial intermediaries that sell 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. The Manager or its affiliates also may make payments to certain financial intermediaries that sell Fund shares in connection with client account maintenance support, statement preparation and transaction processing. The types of such payments may 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 intermediary's mutual f und trading system.

HOW TO INVEST

The Funds offer two classes of shares through this prospectus: Ordinary Shares and Institutional Shares.

QUANT FUNDS

Ordinary Shares are available to all purchasers and are subject to a fee of 0.25% charged pursuant to Rule 12b-1 under the 1940 Act ("12b-1 fee"). Institutional Shares are available to limited classes of purchasers on a "no-load" basis, that is, they are not subject to a sales charge or 12b-1 fee.

At this time the Quant Funds do not accept applications from Foreign Persons (persons who are not U.S. citizens or resident aliens).

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, as amended, or for any pension, profit sharing or other employee benefit plan or participant therein, whether or not the plan is qualified under Section 401 of the Internal Revenue Code of 1986, as amended, including any plan established under the Self-Employed Individuals Tax Retirement Act of 1962 (HR-10).

The Funds or the Distributor, at their discretion, may waive these minimums.

You may make subsequent purchases in any amount, although the Funds or the Distributor, at their discretion, reserve the right to impose a minimum at any time.

Institutional Shares

Institutional Shares are offered to clients who meet eligibility and minimum investment amount requirements. The minimum initial investment amount may be invested in one or more of the Quant Funds that currently offer Institutional Shares. There is no minimum additional investment amount.

Institutional Shares are not subject to any sales charges or fees pursuant to the Funds' 12b-1 Plan.

QUANT FUNDS

Minimum Initial Investment		Eligible Classes of Institutional Share Investors
	$ 1 million or more	(i) benefit plans with at least $10,000,000 in plan assets and 200 participants, that either have a separate trustee vested with investment discretion and certain limitations on the ability of plan beneficiaries to access their plan investments without incurring adverse tax consequences or which allow their participants to select among one or more investment options, including the Fund; (ii) banks and insurance companies purchasing shares for their own account; (iii) an insurance company separate account; or (iv) a bank, trust company, credit union, savings institution or other depository institution, its trust departments or common trust funds purchasing for non-discretionary customers or accounts.

	$1 million or more in the aggregate	If an account or group of accounts is (a) not represented by a broker/dealer, (b) the minimum initial investment is at least $1 million in the aggregate at the plan, group or organization level and (c) the investment is made by: (1) A private foundation that meets the requirements of Section 501(c)(3) of the Internal Revenue Code; (2) An endowment or organization that meets the requirements of Section 509(a)(1) of the Internal Revenue Code; or (3) A group of accounts related through a family trust, testamentary trust or other similar arrangement purchasing Institutional Shares through or upon the advice of a single fee-paid financial intermediary other than the Manager or Distributor.

QUANT FUNDS

Minimum Initial Investment				Eligible Classes of Institutional Share Investors
None				Investments made for an individual account or a group of accounts: (i) through an eligible mutual fund wrap program. To be eligible, a mutual fund wrap program must offer allocation services, charge an asset-based fee to its participants for asset allocation and/or offer advisory services, and meet trading and operational requirements under an appropriate agreement with the Distributor or clearing entity; or (ii) by registered investment advisors who are (a) charging an asset based fee for their advisory services and (b) purchasing on behalf of their clients. You should ask your investment firm if it offers and you are eligible to participate in such a mutual fund program and whether participation in the program is consiste nt with your investment goals. The intermediaries sponsoring or participating in these mutual fund programs also may offer their clients other classes of shares of the Quant Funds and investors may receive different levels of services or pay different fees depending upon the class of shares included in the program. Investors should consider carefully any separate transaction and other fees charged by these programs in connection with investing in each available share class before selecting a share class. Neither the Fund, nor the Manager, nor the Distributor receives any part of the separate fees charged to clients of such intermediaries.

QUANT FUNDS

Minimum Initial Investment				Eligible Classes of Institutional Share Investors
None				(i) any state, county, city, or any instrumentality, department, authority, or agency of these entities or any trust, pension, profit-sharing or other benefit plan for the benefit of the employees of these entities which is prohibited by applicable investment laws from paying a sales charge or commission when it purchases shares of any registered investment management company; or (ii) officers, partners, trustees or directors and employees of the Funds, the Funds' affiliated corporations, or of the Funds' Advisors and their affiliated corporations (a "Fund Employee"), the spouse or child of a Fund Employee, a Fund Employee acting as custodian for a minor child, any trust, pension, profit-sharing or other benefit plan for the benefit of a Fund Employee or spouse and maintained by one of the above entities, the employee of a broker-dealer with whom the Distributor has a sa les agreement or the spouse or child of such employee. To qualify for the purchase of Institutional Shares, Fund Employees and other persons listed in section (ii) must provide Quantitative Institutional Services, a division of the Manager ("Transfer Agent"), with a letter stating that the purchase is for their own investment purposes only and that the shares will not be resold except to the Funds.

The Manager, at its sole discretion, may accept investments of $1 million or more in the aggregate from other classes of investors substantially similar to those listed above. In addition, the Manager may waive or lower initial investment amounts in other circumstances. Please call 1-800-326-2151 for more information.

Distributor and Distribution Plan

U.S. Boston Capital Corporation is the distributor of the Funds' shares.

The Funds have adopted a distribution plan under Rule 12b-1 to pay for the marketing and distribution of Fund shares and for services provided to shareholders of the Funds' Ordinary Shares as described above. Rule 12b-1 fees are paid out of the Fund's assets on an on-going basis, which 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 Distributor's expenses. If the Distributor's expenses exceed the Distributor's fee, the Funds are not required to reimburse the Distributor for the excess expenses; if the Distributor's fee exceeds the Distributor's expenses, the Distributor may realize a profit.

QUANT FUNDS

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 to these firms to actively promote the Quant Funds or cooperate with the Distributor's promotional efforts or to provide marketing or service support to the Quant Funds. See the SAI for more information.

Making an Initial Investment

You may purchase shares of each class of a Fund at the per share net asset value of shares of such class next determined after your purchase order is received in good order by the Fund. Orders received prior to the close of regular trading on the New York Stock Exchange ("NYSE") (ordinarily 4:00 p.m., Eastern time), will receive that day's closing price. The Funds will accept orders for purchases of shares on any day on which the NYSE is open. See Calculation of Net Asset Value . The offering of shares of the Funds, or of any particular Fund, may be suspended from time to time, and the Funds reserve the right to reject any specific order.

You must provide the Fund with a completed Account Application for all initial investments, a copy of which may be obtained by calling 1-800-326-2151 , or online at www.quantfunds.com .

Transaction Privileges. If you wish to have telephone exchange or telephone redemption privileges for your account, you must elect these options on the Account Application. You should carefully review the Application and particularly consider the discussion in this Prospectus regarding the Funds' policies on exchanges of Fund shares and processing of redemption requests. Some accounts, including IRA accounts, require a special Account Application. See Investment Through Tax Deferred Retirement Plans . For further information, including assistance in completing an Accou nt Application, call the Funds' toll-free number 1-800-326-2151. Generally, shares may not be purchased by facsimile request or by electronic mail .

Patriot Act Identity Verification. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. When you open an account, you will need to supply your name, address, date of birth, and other information that will allow the Fund to identify you. The Fund may close your account if it cannot adequately verify your identity. If your account must be closed, your redemption price will be the net asset value (less applicable sales charges) on the date of redemption.

Investments by Check. You may purchase shares of the Funds by sending a check payable in U.S. dollars to Quant Funds specifying the name(s) of the Fund(s) and amount(s) of investment(s), together with the appropriate Account Application (in the case of an initial investment) to:

Quant Funds
Attention: Transfer Agent
55 Old Bedford Road, Suite 202
Lincoln, Massachusetts 01773

QUANT FUNDS

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.

Automatic Investment Plan

You may participate in the Automatic Investment Plan for the Funds by completing the appropriate section of the Account Application and enclosing a minimum investment of $1,000 per Fund. You must also authorize an automatic withdrawal of at least $100 per account from your checking or similar account each month to purchase shares of a Fund. You may cancel the Plan at any time, but your request must be received five business days before the next automatic withdrawal (generally the 20th of each month) to become effective for that withdrawal. Requests received fewer than five business days before a scheduled withdrawal will take effect with the next scheduled withdrawal. The Funds or the Transfer Agent may terminate the Automatic Investment Plan at any time.

Investments by Wire

If you wish to buy shares by wire, please contact the Transfer Agent at 1-800-326-2151 or your dealer or broker for wire instructions. For new accounts, you must provide a completed Account Application before, or at the time of, payment. To ensure that a wire is credited to the proper account, please specify your name, the name(s) of the Fund(s) and class of shares in which you are investing, and your account number. A bank may charge a fee for wiring funds.

Investments through Brokers and other Financial Intermediaries

Shares may be purchased through any securities dealer with whom the Distributor has a sales agreement. Shares also may be made available through financial service firms which are also securities dealers and which have a service agreement with the Distributor. If you invest in a Fund through investment professionals or other financial intermediaries, including wrap programs and fund supermarkets, other conditions may apply to your investment in the Fund, and the investment professional or intermediary may charge you a transaction-based or other fee for its services. These conditions and fees are in addition to those imposed by the Quant Funds and its affiliates. If your shares are held in your investment firm's name, the options and services available to you may be different from those discussed in this prospectus. You should ask your investment professional or financial intermediary about its services and any applicable fees.

Subsequent Investments

If you are buying additional shares in an existing account, you should identify the Fund and your account number. If you wish to make additional investments in more than one Fund, you should provide your account number 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 by ACH payment as well.

QUANT FUNDS

Investments through Tax-Deferred Retirement Plans

The Funds are available for investment through various tax-deferred retirement vehicles. Please call 1-800-326-2151 for assistance. These types of investments may be subject to specific fees.

HOW TO EXCHANGE

You can exchange all or a portion of your shares between Funds within the same class, subject to the applicable minimum. You may not exchange from one class of shares to another class of shares of the same or a different Fund. There is no fee for exchanges. The exchange privilege is available only in states where shares of the Fund being acquired may legally be sold. Individual Funds may not be registered in each state. You should be aware that exchanges might produce a gain or loss, as the case may be, for tax purposes.

You can make exchanges in writing or by telephone, if applicable. Exchanges 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.

Generally, shares may not be exchanged by facsimile request or by electronic mail.

HOW TO REDEEM

You can directly redeem shares of a Fund by written request, by telephone (if elected in writing) 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

Medallion signature guarantees and other requirements

You are required to obtain a medallion signature guarantee when you are:

• Requesting certain types of transfers or exchanges or sales of fund shares in excess of $100,000

• Requesting a redemption within 30 days of changing your account registration or address

• Requesting a redemption, exchange or transfer to someone other than the account owner(s).

QUANT FUNDS

Please call 1-800-326-2151 if you have questions on whether a signature guarantee is needed.

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 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 ).

Written Request for Redemption

You can redeem all or any portion of your shares by submitting a written request for redemption signed by each registered owner of the shares exactly as the shares are registered. The request must clearly identify the account number and the number of shares or the dollar amount to be redeemed.

If you redeem more than $100,000, 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 Medallion guaranteed. The use of signature guarantees is designed to protect both you and the Funds from the possibility of fraudulent requests for redemption.

Generally, 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, suite 202
Lincoln, Massachusetts 01773

Telephone Redemption

If you have elected the telephone redemption option on your Account Application, you can redeem your shares by calling the Transfer Agent at 1-800-326-2151 provided that you have not changed your address of record within the last thirty days. You must make your redemption request prior to the close of regular trading on the NYSE (ordinarily 4:00 p.m., Eastern time). Once you make a telephone redemption request, you may not cancel it. The Funds, the Manager, the Distributor, and the Transfer Agent will not be liable for any loss or damage for acting in good faith on exchange or redemption instructions received by telephone reasonably believed to be genuine. The Funds employ reasonable procedures to confirm that instructions communicated by telephone are genuine. It is the Funds' policy to requi re some form of personal identification prior to acting upon instructions received by telephone, to provide written confirmation of all transactions effected by telephone, and to mail the proceeds of telephone redemptions only to the redeeming shareholder's address of record.

QUANT FUNDS

Automatic Withdrawal Plan

If you have a minimum of $10,000 in your account, you may request withdrawal of a specified dollar amount (a minimum of $100) on either a monthly, quarterly or annual basis. You may establish an Automatic Withdrawal Plan by completing the Automatic Withdrawal Form, which is available by calling 1-800-326-2151 . You may stop your Automatic Withdrawal Plan at any time. Additionally, the Funds or the Transfer Agent may choose to stop offering the Automatic Withdrawal Plan.

Redemption through Broker/Dealers and Other Financial Intermediaries

You may sell shares back to the Funds through any securities dealer with whom the Distributor has a service or sales agreement. You should contact your securities dealer for appropriate instructions and for information concerning any transaction or service fee that may be imposed by the securities dealer.

Payment of Redemption Amount

The Funds will generally send redemption proceeds within three business days of the execution of a redemption request. However, if the shares to be redeemed represent an investment made by check or through the Automatic Investment Plan, the Funds reserve the right to hold the redemption check until monies have been collected by the Fund from the customers' bank.

The Funds may suspend this right of redemption and may postpone payment for more than seven days only when the NYSE is closed for other than customary weekends and holidays, or if permitted by the rules of the Securities and Exchange Commission during periods when trading on the NYSE is restricted or during any emergency which makes it impracticable for the Funds to dispose of their securities or to determine fairly the value of their net assets, or during any other period permitted by order of the Securities and Exchange Commission. As set forth in the Prospectus, the Funds may also delay payment of redemption proceeds from shares purchased by check until the check clears, which may take seven business days or longer.

Redemptions In-Kind

For redemptions in excess of $250,000, or 1% of the Fund's net assets, whichever is less, the Funds have reserved the right to pay redemption proceeds by a distribution in-kind of portfolio securities (rather than cash).

CALCULATION OF NET ASSET VALUE

Net asset value for one Fund share is the value of that share's portion of all of the net assets in the Fund. A Fund calculates its net asset value by adding the value of the Fund's investments, cash, and other assets, subtracting its liabilities, and then dividing the result by the number of shares outstanding.

Net asset value per share of each class of shares of a Fund will be determined as of the close of trading on the NYSE (ordinarily 4:00 p.m., Eastern time) on each day on which the NYSE is open for trading. Currently, the NYSE is closed Saturdays, Sundays, and the following holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, the Fourth of July, Labor Day,

QUANT FUNDS

Thanksgiving and Christmas. The Emerging Markets Fund, Foreign Value Fund and Foreign Value Small Cap Funds may invest in securities listed on foreign exchanges that trade on days on which those Funds do not compute net asset value (i.e., Saturdays, Sundays and Exchange holidays) and the net asset value of shares of those Funds may be significantly affected on such days.

The Funds' assets are valued primarily on the basis of market quotations, valuations provided by independent pricing services or, if quotations are not readily available, or the market value has been materially affected by events occurring after the closing of an exchange or market and before the calculation of a Fund's net asset value (a significant event), at fair value as determined in good faith in accordance with procedures approved by the Trustees. Other significant events which may materially affect market values may include a halt in trading for an individual security, significant fluctuations in domestic or foreign markets, or the unexpected close of a securities exchange or market as a result of natural disaster, an act of terrorism or significant governmental action. For certain securities, where no sales have been reported, the Fund may value such securities at the last reported bid price. Short-term investments that mature in si xty-days (60) or less are valued at amortized cost.

Generally, Emerging Markets Fund, Foreign Value Fund and Foreign Value Small Cap Fund hold securities that are primarily listed and traded on a foreign exchange. Funds holding foreign securities translate values for any portfolio investments quoted in foreign currencies into U.S. dollars using currency exchange rates. As a result, changes in the value of those currencies in relation to the U.S. dollar may affect a Fund's net asset value. Because foreign markets may be open at different times than the NYSE, the value of a Fund's shares may change on days when shareholders are not able to buy or sell them. Many securities markets and exchanges outside the U.S. close before the close of the NYSE and before the time the net asset value for a Fund is calculated. Occasionally, events affecting the value of foreign securities or currencies may occur between the close of the market on which the security trades and the close of the NYSE which will no t be reflected in the computation of a Fund's net asset value. If events materially affecting the value of a Fund's securities occur during such a period, then such securities may be valued at their fair value as determined in good faith in accordance with procedures approved by the Trustees.

SHAREHOLDER SERVICES

How to Reach Us

By Mail:				Quantitative Institutional Services 55 Old Bedford Road Suite 202 Lincoln, MA 01773				By Telephone: 800-326-2151 On the Internet: www.quantfunds.com

Quant Funds Website www.quantfunds.com

You can use the website to get:

• Your current account information

• Returns of all publicly available Quant mutual funds

QUANT FUNDS

• Prospectuses for the Quant Funds

• A copy of Quant Funds' privacy notice

Household Delivery of Fund Documents

With your consent, Quant may send a single proxy statement, prospectus and shareholder report to your residence for you and any other member of your household who has an account with the Quant Funds. If you wish to revoke your consent to this practice, you may do so by notifying Quant, by phone or in writing (see "How to contact us"). Quant will begin mailing separate proxy statements, prospectuses and shareholder reports to you within 30 days after receiving your notice.

Confirmation Statements

The transfer agent maintains an account for each investment firm or individual shareholder and records all account transactions. You will be sent confirmation statements showing the details of your transactions as they occur.

Privacy

The Quant Funds have a policy that protects the privacy of your personal information. A copy of Quant Funds' privacy notice was given to you at the time you opened your account. Quant Funds will send you a copy of the privacy notice each year. You may also obtain the privacy notice by calling the transfer agent or through the Quant Funds' website.

Tax information

In January of each year, the Fund will mail you information about the tax status of the dividends and distributions, if any, paid to you by the Fund.

SHAREHOLDER ACCOUNT POLICIES

Exchange limitation

Quant Funds do not currently limit the number of exchange transactions you may make each year; however, the Funds intend to actively discourage short-term trading in Fund shares because frequent trading can increase the expenses incurred by the Fund and make portfolio management less efficient. Short-term trading will be treated as described in Excessive Trading.

Excessive Trading

Frequent trading into and out of a Fund can disrupt portfolio management strategies, harm Fund performance by forcing the Fund to hold excess cash or to liquidate certain portfolio securities prematurely and increase expenses for all investors, including long-term investors who do not generate these costs. An investor may use short-term trading as a strategy, for example, if the investor believes that the valuation of a Fund's portfolio securities for purposes of calculating its net asset value does not fully reflect the then current fair market value of those holdings. Funds investing in securities that may require special valuation processes (such as foreign securities or small cap securities) may have increased exposure to the risks of short term trading.

QUANT FUNDS

Each of the Quant Funds discourages, and does not take any intentional action to accommodate, excessive and short-term trading practices, such as market timing. Although there is no generally applied standard in the marketplace as to what level of trading activity is excessive, we may consider trading in a Fund's shares to be excessive for a variety of reasons, such as if:

• You sell shares within a short period of time after the shares were purchased;

• You make two or more purchases and redemptions within a short period of time;

• You enter into a series of transactions that is indicative of a timing pattern or strategy; or

• We reasonably believe that you have engaged in such practices in connection with other mutual funds.

The Quant Funds' Board of Trustees has adopted policies and procedures with respect to frequent purchases and redemptions of Quant Fund shares by Fund investors. Pursuant to these policies and procedures, we monitor selected trades periodically in an effort to detect excessive short-term trading. If we determine that an investor or a client of a broker has engaged in excessive short-term trading that we believe may be harmful to a Fund, we will ask the investor or broker to cease such activity and we will refuse to process purchase orders (including purchases by exchange) of such investor, broker or accounts that we believe are under their control. In determining whether to take such actions, we seek to act in a manner that is consistent with the best interests of each Fund's shareholders. While we use our reasonable efforts to detect excessive trading activity, there can be no assurance that our efforts will be successful or that market tim ers will not employ tactics designed to evade detection. If we are not successful, your return from an investment in a Fund may be adversely affected.

Frequently, Quant Fund shares are held through omnibus accounts maintained by financial intermediaries such as brokers and retirement plan administrators, where the holdings of multiple shareholders, such as all the clients of a particular broker, are aggregated. Our ability to monitor trading practices by investors purchasing shares through omnibus accounts is limited and dependent upon the cooperation of the financial intermediary in observing the Quant Funds' policies.

Each Quant Fund may reject: (i) a purchase or exchange order before its acceptance or (ii) an order prior to issuance of shares. The Fund may also restrict additional purchases or exchanges in an account. Each of these steps may be taken, for any reason, without prior notice, including transactions that a Fund believes are requested on behalf of market timers. Each Quant Fund reserves the right to reject any purchase request by any investor or financial institution if the Fund believes that any combination of trading activity in the account or related accounts is potentially disruptive to the Fund. A prospective investor whose purchase or exchange order is rejected will not achieve the investment results, whether gain or loss, that would have been realized if the order were accepted and an investment made in the Fund. The Quant Funds and their agents may make exceptions to these policies if, in their judgment, a transaction does not represen t excessive trading or interfere with the efficient management of a

QUANT FUNDS

Fund's portfolio, such as purchases made through systematic purchase plans or payroll contributions.

The Quant Funds may impose further restrictions on trading activities by market timers in the future. The Funds' prospectus will be amended or supplemented to reflect any material additional restrictions on trading activities intended to prevent excessive trading.

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.

OTHER POLICIES

Each of the Quant Funds and the Distributor reserve the right to:

• charge a fee for exchanges or to modify, limit or suspend the exchange privilege at any time without notice. Each Fund will provide 60 days' notice of material amendments to or termination of the exchange privilege.

• revise, suspend, limit or terminate the account options or services available to shareholders at any time, except as required by the rules of the Securities and Exchange Commission.

• charge a fee for wire transfers of redemption proceeds or other similar transaction processing fees.

Each of the Quant Funds reserve the right to:

• suspend transactions in Fund shares when trading on the NYSE is closed or restricted, when the Securities and Exchange Commission determines an emergency or other circumstances exist that make it impracticable for the Funds to sell or value their portfolio securities.

Disclosure of Portfolio Holdings

A description of the Funds' policies and procedures with respect to the disclosure of the Funds' portfolio securities is available in the Funds' Statement of Additional Information. 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.

QUANT FUNDS

DIVIDENDS, DISTRIBUTIONS, AND TAXATION

Dividends and Distributions

Each Fund's policy is to pay at least annually as dividends substantially all of its net investment income and to distribute annually substantially all of its net realized capital gains, if any, after giving effect to any available capital loss carryover. Normally, distributions are made once a year in December.

Unless you elect otherwise, all distributions will be automatically reinvested in additional shares of the Fund you own. You may also elect to have dividends, capital gains, or both paid in cash. You will be sent a check for your dividends, capital gains and other distributions if the total distribution is at least ten dollars. If the distribution is less than ten dollars, it may be automatically reinvested in additional shares of the same class of the Fund you own. All distributions, whether received in shares or cash, are taxable and must be reported by you on your federal income tax returns.

Taxation

The following discussion is only general. You are urged to consult your tax advisor regarding the effect that an investment in the Funds may have on your particular tax situation.

Taxability of Distributions

You will normally have to pay federal income taxes (and any applicable state, local and foreign taxes) on the distributions you receive from the Funds, whether you take the distributions in cash or reinvest them in additional shares. Distributions designated as capital gain dividends are taxable as long-term capital gains. If a portion of a Fund's income consists of dividends paid by U.S. corporations, a portion of the dividends paid by the Fund may be eligible for the dividends received deduction for corporate shareholders. A portion of the dividends paid by a Fund may constitute "qualified dividend income," which is taxable at the same rates as long-term capital gain if received by individuals. Other distributions are generally taxable as ordinary income. 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 income tax purposes. Fund distributions will reduce a Fund's net asset value per share. Therefore, if you buy shares shortly before the record date of a distribution, you may pay the full price for the shares and then effectively receive a portion of the purchase price back as a taxable distribution.

If you are neither a citizen nor a resident of the U.S., the Funds will withhold U.S. federal income tax at the rate of 30% on taxable dividends and other payments that are subject to such withholding. You may be able to arrange for a lower withholding rate under an applicable tax treaty if you supply the appropriate documentation required by the Funds. The Funds are also required in certain circumstances to apply backup withholding at the current 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

QUANT FUNDS

certifications or who is otherwise subject to backup withholding. Backup withholding will not, however, be applied to payments that have been subject to 30% withholding. Prospective investors should read the Funds' Account Application and the Statement of Additional Information 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. Any such gain or loss will generally be a long-term capital gain or loss if you have held your shares for more than one year at the time of the sale or exchange. You are responsible for any tax liabilities generated by your transaction.

Further information relating to federal income tax consequences is contained in the Statement of Additional Information. Fund distributions also may be subject to state, local and foreign taxes, which are not addressed in this summary or the Statement of Additional Information.

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand each Fund's financial performance for the past five years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from the Funds' financial statements, which have been audited by Tait, Weller & Baker LLP, the Funds' independent registered public accounting firm. Its report and each Fund's financial statements are included in the Funds' annual report to shareholders, which is available upon request. Information shown for the fiscal years ended March 31, 2005 through March 31, 2007 was audited by another independent registered public accounting firm.

QUANT FUNDS

FINANCIAL HIGHLIGHTS— Continued

QUANT SMALL CAP FUND

	Ordinary Shares
	Years Ending March 31,
	2009			2008			2007			2006			2005
Net Asset Value, Beginning of Period	$	19.45		$	23.88		$	22.99		$	21.13		$	19.93
Income from Investment Operations:
Net investment income (loss) (a)(b)(c)		0.06			0.07			(0.19	)		(0.22	)		(0.24	)
Net realized and unrealized gain/(loss) on securities		(9.23	)		(3.56	)		2.91			5.16			2.18
Total from Investment Operations		(9.17	)		(3.49	)		2.72			4.94			1.94
Less Distributions:
Dividends from net investment income		—			(0.11	)		—			—			—
Distributions from realized capital gains		(0.06	)		(0.83	)		(1.83	)		(3.08	)		(0.74	)
Total Distributions		(0.06	)		(0.94	)		(1.83	)		(3.08	)		(0.74	)
Net Asset Value, End of Period	$	10.22		$	19.45		$	23.88		$	22.99		$	21.13
Total Return (d)		(47.11	)%		(15.17	)%		12.01	%		24.51	%		9.76	%
Net Assets, End of Period (000's)	$	61,943		$	119,949		$	124,998		$	98,879		$	80,199
Ratios and Supplemental Data:
Ratios of expenses to average net assets: (e)
Gross		1.64	%*		1.59	%*		1.82	%		1.88	%		1.98	%
Net		1.64	%*		1.59	%*		1.82	%		1.88	%		1.98	%
Ratio of net investment income (loss) to average net assets (c)		0.31	%		0.31	%		(0.80	)%		(1.00	)%		(1.17	)%
Portfolio Turnover		72	%		39	%		41	%		57	%		43	%

* Expense ratio decline from the prior year was the result of the reduction of the 12b-1 fee from 50 basis points to 25 basis points on June 1, 2007.

(a) Per share numbers have been calculated using the average shares method.

(b) Reflects expense waivers/reimbursements and reductions in effect during the period. See Note 3 to the Financial Statements.

(c) Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets reflect net investment income prior to certain reclassifications for federal income or excise taxes.

(d) Total Return does not include the deferred sales charge of 1% for the Ordinary Shares. The total return would have been lower if certain fees had not been waived or if custodial fees had not been reduced by credits allowed by the custodian. See Note 3 to the financial statements.

(e) Ratios of expenses to average net assets:

— Gross (total expenses excluding fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

— Net (total expenses less fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

QUANT FUNDS

FINANCIAL HIGHLIGHTS— Continued

QUANT SMALL CAP FUND

	Institutional Shares
	Years Ending March 31,
	2009			2008			2007			2006			2005
Net Asset Value, Beginning of Period	$	21.86		$	26.71		$	25.39		$	22.96		$	21.48
Income from Investment Operations:
Net investment income (loss) (a)(b)(c)		0.10			0.12			(0.08	)		(0.12	)		(0.14	)
Net realized and unrealized gain/(loss) on securities		(10.39	)		(3.94	)		3.23			5.63			2.36
Total from Investment Operations		(10.29	)		(3.82	)		3.15			5.51			2.22
Less Distributions:
Dividends from net investment income		—			(0.20	)		—			—			—
Distributions from realized capital gains		(0.06	)		(0.83	)		(1.83	)		(3.08	)		(0.74	)
Total Distributions		(0.06	)		(1.03	)		(1.83	)		(3.08	)		(0.74	)
Net Asset Value, End of Period	$	11.51		$	21.86		$	26.71		$	25.39		$	22.96
Total Return (d)		(47.04	)%		(14.87	)%		12.58	%		25.06	%		10.37	%
Net Assets, End of Period (000's)	$	7,281		$	24,282		$	12,400		$	12,298		$	9,616
Ratios and Supplemental Data:
Ratios of expenses to average net assets: (e)
Gross		1.42	%		1.30	%		1.31	%		1.38	%		1.48	%
Net		1.42	%		1.30	%		1.31	%		1.38	%		1.48	%
Ratio of net investment income (loss) to average net assets (c)		0.48	%		0.45	%		(0.30	)%		(0.50	)%		(0.65	)%
Portfolio Turnover		72	%		39	%		41	%		57	%		43	%

* Expense ratio decline from the prior year was the result of the reduction of the 12b-1 fee from 50 basis points to 25 basis points on June 1, 2007.

(a) Per share numbers have been calculated using the average shares method.

(b) Reflects expense waivers/reimbursements and reductions in effect during the period. See Note 3 to the Financial Statements.

(d) The total return would have been lower if certain fees had not been waived or if custodial fees had not been reduced by credits allowed by the custodian. See Note 3 to the financial statements.

(e) Ratios of expenses to average net assets:

— Gross (total expenses excluding fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

— Net (total expenses less fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

QUANT FUNDS

FINANCIAL HIGHLIGHTS— Continued

QUANT LONG/SHORT FUND

	Ordinary Shares
	Years Ended March 31,
	2009			2008			2007			2006			2005
Net Asset Value, Beginning of Period	$	14.07		$	17.04		$	14.76		$	12.88		$	12.19
Income from Investment Operations:
Net investment income (loss) (a)(b)(c)		(0.04	)		(0.09	)		(0.02	)		0.03			0.01
Net realized and unrealized gain/(loss) on securities		(5.78	)		(2.30	)		2.33			1.86			0.68
Total from Investment Operations		(5.82	)		(2.39	)		2.31			1.89			0.69
Less Distributions:
Dividends from net investment income		(0.01	)		—			(0.03	)		(0.01	)		—
Distributions from realized capital gains		—			(0.58	)		—			—			—
Total Distributions		(0.01	)		(0.58	)		(0.03	)		(0.01	)		—
Net Asset Value, End of Period	$	8.24		$	14.07		$	17.04		$	14.76		$	12.88
Total Return (d)		(41.36	)%		(14.43	)%		15.63	%		14.67	%		5.66	%
Net Assets, End of Period (000's)	$	43,014		$	69,767		$	75,376		$	59,975		$	46,015
Ratios and Supplemental Data:
Ratios of expenses to average net assets: (e)
Gross		2.71	%		2.18	%		1.74	%		1.65	%		1.77	%
Net including dividend and interest expense for securities sold short		2.71	%		2.12	%		1.71	%		1.61	%		1.76	%
Net excluding dividend and interest expense for securities sold short		1.98	%		1.90	%		1.69	%		—			—
Ratio of net investment income (loss) to average net assets (c)		(0.38	)%		(0.52	)%		(0.14	)%		0.21	%		0.08	%
Portfolio Turnover Excluding Short Positions (f)		207	%		171	%		83	%		105	%		160	%

Note: This fund changed its investment strategy on November 1, 2006 from Growth and Income to Long/Short.

(a) Per share numbers have been calculated using the average shares method.

(b) Reflects expense waivers/reimbursements and reductions in effect during the period. See Note 3 to the Financial Statements.

(e) Ratios of expenses to average net assets:

— Gross (total expenses excluding fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

— Net (total expenses less fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

(f) Portfolio turnover is calculated on long security positions only. Short positions are generally held for less than one year.

QUANT FUNDS

FINANCIAL HIGHLIGHTS— Continued

QUANT LONG/SHORT FUND

	Institutional Shares
	Years Ending March 31,
	2009			2008			2007			2006			2005
Net Asset Value, Beginning of Period	$	14.71		$	17.80		$	15.40		$	13.43		$	12.65
Income from Investment Operations:
Net investment income (loss) (a)(b)(c)		(0.10	)		(0.10	)		0.06			0.10			0.07
Net realized and unrealized gain/(loss) on securities		(6.02	)		(2.41	)		2.44			1.94			0.71
Total from Investment Operations		(6.12	)		(2.51	)		2.50			2.04			0.78
Less Distributions:
Dividends from net investment income		(0.05	)		—			(0.10	)		(0.07	)		—
Distributions from realized capital gains		—			(0.58	)		—			—			—
Total Distributions		(0.05	)		(0.58	)		(0.10	)		(0.07	)		—
Net Asset Value, End of Period	$	8.54		$	14.71		$	17.80		$	15.40		$	13.43
Total Return (d)		(41.66	)%		(14.49	)%		16.22	%		15.19	%		6.17	%
Net Assets, End of Period (000's)	$	584		$	1,009		$	1,279		$	984		$	825
Ratios and Supplemental Data:
Ratios of expenses to average net assets: (e)
Gross		3.19	%		2.23	%		1.25	%		1.16	%		1.27	%
Net including dividend and interest expense for securities sold short		3.19	%		2.17	%		1.22	%		1.11	%		1.26	%
Net excluding dividend and interest expense for securities sold short		2.46	%		1.95	%		1.20	%		—			—
Ratio of net investment income (loss) to average net assets (c)		(0.86	)%		(0.56	)%		0.35	%		0.71	%		0.54	%
Portfolio Turnover Excluding Short Positions (f)		207	%		171	%		83	%		105	%		160	%

Note: This fund changed its investment strategy on November 1, 2006 from Growth and Income to Long/Short.

(a) Per share numbers have been calculated using the average shares method.

(b) Reflects expense waivers/reimbursements and reductions in effect during the period. See Note 3 to the Financial Statements.

(d) The total return would have been lower if certain fees had not been waived or if custodial fees had not been reduced by credits allowed by the custodian. See Note 3 to the financial statements.

(e) Ratios of expenses to average net assets:

— Gross (total expenses excluding fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

— Net (total expenses less fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

(f) Portfolio turnover is calculated on long security positions only. Short positions are generally held for less than one year.

QUANT FUNDS

FINANCIAL HIGHLIGHTS— Continued

QUANT EMERGING MARKETS FUND

	Ordinary Shares
	Years Ended March 31,
	2009			2008			2007			2006			2005
Net Asset Value, Beginning of Period	$	27.04		$	23.34		$	19.85		$	14.23		$	12.71
Income from Investment Operations:
Net investment income (loss) (a)(b)(c)		0.33			0.26			0.16			0.21			0.14
Net realized and unrealized gain/(loss) on securities		(14.76	)		4.42			4.02			6.28			1.86
Total from Investment Operations		(14.43	)		4.68			4.18			6.49			2.00
Less Distributions:
Dividends from net investment income		(0.43	)		(0.16	)		(0.22	)		(0.22	)		(0.20	)
Distributions from realized capital gains		(0.12	)		(0.82	)		(0.47	)		(0.65	)		(0.28	)
Total Distributions		(0.55	)		(0.98	)		(0.69	)		(0.87	)		(0.48	)
Net Asset Value, End of Period	$	12.06		$	27.04		$	23.34		$	19.85		$	14.23
Total Return (d)		(53.27	%)		19.35	%		21.36	%		46.77	%		15.89	%
Net Assets, End of Period (000's)	$	164,133		$	491,462		$	276,698		$	144,088		$	61,681
Ratios and Supplemental Data:
Ratios of expenses to average net assets: (e)
Gross		1.67	%		1.60	%		1.67	%		1.83	%		1.96	%
Net		1.67	%		1.60	%		1.67	%		1.83	%		1.96	%
Ratio of net investment income (loss) to average net assets (c)		1.66	%		0.91	%		0.77	%		1.23	%		1.12	%
Portfolio Turnover		67	%		18	%		24	%		34	%		53	%

(a) Per share numbers have been calculated using the average shares method.

(b) Reflects expense waivers/reimbursements and reductions in effect during the period. See Note 3 to the Financial Statements.

(e) Ratios of expenses to average net assets:

— Gross (total expenses excluding fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

— Net (total expenses less fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

QUANT FUNDS

FINANCIAL HIGHLIGHTS— Continued

QUANT EMERGING MARKETS FUND

	Institutional Shares
	Years Ending March 31,
	2009			2008			2007			2006			2005
Net Asset Value, Beginning of Period	$	27.46		$	23.67		$	20.11		$	14.39		$	12.82
Income from Investment Operations:
Net investment income (loss) (a)(b)(c)		0.34			0.33			0.21			0.29			0.24
Net realized and unrealized gain/(loss) on securities		(14.98	)		4.50			4.08			6.35			1.84
Total from Investment Operations		(14.64	)		4.83			4.29			6.64			2.08
Less Distributions:
Dividends from net investment income		(0.51	)		(0.22	)		(0.26	)		(0.27	)		(0.23	)
Distributions from realized capital gains		(0.12	)		(0.82	)		(0.47	)		(0.65	)		(0.28	)
Total Distributions		(0.63	)		(1.04	)		(0.73	)		(0.92	)		(0.51	)
Net Asset Value, End of Period	$	12.19		$	27.46		$	23.67		$	20.11		$	14.39
Total Return (d)		(53.17	)%		19.67	%		21.68	%		47.39	%		16.42	%
Net Assets, End of Period (000's)	$	25,664		$	40,501		$	12,759		$	1,707		$	1,082
Ratios and Supplemental Data:
Ratios of expenses to average net assets: (e)
Gross		1.48	%		1.39	%		1.41	%		1.45	%		1.46	%
Net		1.48	%		1.39	%		1.41	%		1.45	%		1.46	%
Ratio of net investment income (loss) to average net assets (c)		1.82	%		1.12	%		1.02	%		1.75	%		1.84	%
Portfolio Turnover		67	%		18	%		24	%		34	%		53	%

(a) Per share numbers have been calculated using the average shares method.

(b) Reflects expense waivers/reimbursements and reductions in effect during the period. See Note 3 to the Financial Statements.

(d) The total return would have been lower if certain fees had not been waived or if custodial fees had not been reduced by credits allowed by the custodian. See Note 3 to the financial statements.

(e) Ratios of expenses to average net assets:

— Gross (total expenses excluding fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

— Net (total expenses less fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

QUANT FUNDS

FINANCIAL HIGHLIGHTS— Continued

QUANT FOREIGN VALUE FUND

(For a share outstanding throughout each period)

	Ordinary Shares
	Years Ended March 31,
	2009			2008			2007			2006			2005
Net Asset Value, Beginning of Period	$	19.87		$	23.07		$	19.91		$	15.92		$	13.50
Income from Investment Operations:
Net investment income (loss) (a)(b)(c)		0.35			0.19			0.18			0.24	(f)		0.15
Net realized and unrealized gain/(loss) on securities		(11.53	)		(2.11	)		4.12			3.96			2.66
Total from Investment Operations		(11.18	)		(1.92	)		4.30			4.20			2.81
Less Distributions:
Dividends from net investment income		(0.11	)		(0.19	)		(0.07	)		(0.13	)		(0.12	)
Distributions from realized capital gains		(1.61	)		(1.09	)		(1.07	)		(0.08	)		(0.27	)
Total Distributions		(1.72	)		(1.28	)		(1.14	)		(0.21	)		(0.39	)
Net Asset Value, End of Period	$	6.97		$	19.87		$	23.07		$	19.91		$	15.92
Total Return (d)		(55.95	)%		(8.71	)%		22.08	%		26.59	%		20.99	%
Net Assets, End of Period (000's)	$	193,798		$	781,136		$	778,104		$	441,614		$	202,655
Ratios and Supplemental Data:
Ratios of expenses to average net assets: (e)
Gross		1.62	%		1.56	%		1.60	%		1.69	%		1.80	%
Net		1.62	%		1.56	%		1.60	%		1.69	%		1.80	%
Ratio of net investment income (loss) to average net assets (c)		2.49	%		0.83	%		0.88	%		1.41	%(f)		1.04	%
Portfolio Turnover		20	%		44	%		19	%		29	%		10	%

(a) Per share numbers have been calculated using the average shares method.

(b) Reflects expense waivers/reimbursements and reductions in effect during the period. See Note 3 to the Financial Statements.

(e) Ratios of expenses to average net assets:

— Gross (total expenses excluding fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

— Net (total expenses less fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

(f) Includes non-recurring income of $277,072.

(g) Includes non-recurring income of $22,928

QUANT FUNDS

FINANCIAL HIGHLIGHTS— Continued

QUANT FOREIGN VALUE FUND

(For a share outstanding throughout each period)

	Institutional Shares
	Years Ending March 31,
	2009			2008			2007			2006			2005
Net Asset Value, Beginning of Period	$	19.98		$	23.19		$	20.01		$	15.98		$	13.53
Income from Investment Operations:
Net investment income (loss) (a)(b)(c)		0.38			0.26			0.25			0.29	(g)		0.17
Net realized and unrealized gain/(loss) on securities		(11.60	)		(2.13	)		4.12			3.98			2.70
Total from Investment Operations		(11.22	)		(1.87	)		4.37			4.27			2.87
Less Distributions:
Dividends from net investment income		(0.17	)		(0.25	)		(0.12	)		(0.16	)		(0.15	)
Distributions from realized capital gains		(1.61	)		(1.09	)		(1.07	)		(0.08	)		(0.27	)
Total Distributions		(1.78	)		(1.34	)		(1.19	)		(0.24	)		(0.42	)
Net Asset Value, End of Period	$	6.98		$	19.98		$	23.19		$	20.01		$	15.98
Total Return (d)		(55.85	)%		(8.49	)%		22.37	%		26.96	%		21.35	%
Net Assets, End of Period (000's)	$	47,090		$	140,999		$	115,200		$	30,972		$	21,317
Ratios and Supplemental Data:
Ratios of expenses to average net assets: (e)
Gross		1.38	%		1.32	%		1.35	%		1.45	%		1.55	%
Net		1.38	%		1.32	%		1.35	%		1.45	%		1.55	%
Ratio of net investment income (loss) to average net assets (c)		2.77	%		1.18	%		1.13	%		1.70	%(g)		1.22	%
Portfolio Turnover		20	%		44	%		19	%		29	%		10	%

(a) Per share numbers have been calculated using the average shares method.

(b) Reflects expense waivers/reimbursements and reductions in effect during the period. See Note 3 to the Financial Statements.

(d) The total return would have been lower if certain fees had not been waived or if custodial fees had not been reduced by credits allowed by the custodian. See Note 3 to the financial statements.

(e) Ratios of expenses to average net assets:

— Gross (total expenses excluding fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

— Net (total expenses less fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

(f) Includes non-recurring income of $277,072.

(g) Includes non-recurring income of $22,928

QUANT FUNDS

FINANCIAL HIGHLIGHTS— Continued

QUANT FOREIGN VALUE SMALL CAP FUND

	Ordinary Shares
	Period Ended March 31, 2009
Net Asset Value, Beginning of Period	$	10.00
Income from Investment Operations:
Net investment income (loss) (a)(b)(c)		0.03
Net realized and unrealized gain/(loss) on securities		(5.15	)
Total from Investment Operations		(5.12	)
Less Distributions:
Dividends from net investment income		(0.04	)
Distributions from realized capital gains		(0.02	)
Total Distributions		(0.06	)
Net Asset Value, End of Period*	$	4.82
Total Return (d)		(51.25	)%
Net Assets, End of Period (000's)	$	18,978
Ratios and Supplemental Data:
Ratios of expenses to average net assets: (e)
Gross		2.00	%**
Net		1.97	%**
Ratio of net investment income (loss) to average net assets (c)		0.66	%**
Portfolio Turnover		10	%

* Fund commenced operations May 2, 2008.

** Annualized.

(a) Per share numbers have been calculated using the average shares method.

(b) Reflects expense waivers/reimbursements and reductions in effect during the period. See Note 3 to the Financial Statements.

(e) Ratios of expenses to average net assets:

— Gross (total expenses before fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

— Net (total expenses net of fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

QUANT FUNDS

FINANCIAL HIGHLIGHTS— Continued

QUANT FOREIGN VALUE SMALL CAP FUND

	Institutional Shares
	Period Ending March 31, 2009
Net Asset Value, Beginning of Period	$	10.00
Income from Investment Operations:
Net investment income (loss) (a)(b)(c)		0.07
Net realized and unrealized gain/(loss) on securities		(5.19	)
Total from Investment Operations		(5.12	)
Less Distributions:
Dividends from net investment income		(0.04	)
Distributions from realized capital gains		(0.02	)
Total Distributions		(0.06	)
Net Asset Value, End of Period*	$	4.82
Total Return (d)		(51.20	)%
Net Assets, End of Period (000's)	$	3,592
Ratios and Supplemental Data:
Ratios of expenses to average net assets: (e)
Gross		1.88	%**
Net		1.85	%**
Ratio of net investment income (loss) to average net assets (c)		1.10	%**
Portfolio Turnover		10	%

* Fund commenced operations May 2, 2008.

** Annualized.

(a) Per share numbers have been calculated using the average shares method.

(b) Reflects expense waivers/reimbursements and reductions in effect during the period. See Note 3 to the Financial Statements.

(d) The total return would have been lower if certain fees had not been waived or if custodial fees had not been reduced by credits allowed by the custodian. See Note 3 to the financial statements.

(e) Ratios of expenses to average net assets:

— Gross (total expenses before fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

— Net (total expenses net of fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

OBTAINING ADDITIONAL INFORMATION

More information about the Quant Funds may be obtained free upon request.

The Quant Funds' Statement of Additional Information (SAI) and annual and semi-annual reports to shareholders include additional information about the Funds. The Funds' annual report discusses the market conditions and investment strategies that significantly affected each Fund's performance during its last fiscal years. The SAI, the Fund's financial statements and the independent registered public accounting firm's report on the financial statements included in the Funds' most recent annual report to shareholders, are incorporated by reference into this Prospectus, which means they are part of this Prospectus for legal purposes. The Funds' also file their complete schedules of portfolio holdings with the 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 advisor or contact us by mail, by telephone or on the Internet.

By Mail:				Quantitative Institutional Services 55 Old Bedford Road Suite 202				By Telephone: 800-326-2151 On the Internet: www.quantfunds.com Lincoln, MA 01773

You may review and obtain copies of the Quant Funds' SAI, financial reports, Forms N-Q and other information at the SEC's Public Reference Room in Washington, D.C. You may also access reports and other information about the Funds on the EDGAR database on the SEC's Internet site at http://www.sec.gov. You may get copies of this information, after payment of a duplication fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC's Public Reference Section, Washington, D.C. 20549-1520. 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

QUANT FUNDS

Notes

QUANT FUNDS

Notes

QUANT FUNDS

Notes

QUANT FUNDS

Notes

QUANT FUNDS

Notes

QUANT FUNDS

SERVICE PROVIDERS

Manager				Quantitative Advisors, 55 Old Bedford Road, Lincoln, MA 01773

Advisors				Columbia Partners, L.L.C., Investment Management, 5425 Wisconsin Avenue, Suite 700, Chevy Chase. MD 20815 Analytic Investors, LLC, 555 West Fifth Street, 50th Floor, Los Angeles, CA 90013 PanAgora Asset Management, Inc., 470 Atlantic Avenue, Boston, MA 02110 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 Bank & Trust Company, 801 Pennsylvania Avenue, Kansas City, MO 64105

Fund Accountant				State Street Bank & Trust Company, 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 Street, Suite 2400, Philadelphia, PA 19103

Legal Counsel				Goodwin Procter LLP, 901 New York Avenue, NW, Washington, DC 20001

For Account Information				For Quant Funds information, contact your financial advisor or, if you receive account statements directly from Quant Funds, you can also call 1-800-326-2151. Telephone representatives are available from 9:00 a.m. to 5:00 p.m. Eastern Time. Or visit our web site, www.quantfunds.com.

This page is not part of the prospectus.

55 Old Bedford Road,
Suite 202
Lincoln, MA 01773
www.quantfunds.com

Address Service Requested

This page is not part of the prospectus.

STATEMENT OF ADDITIONAL INFORMATION

Quant Funds

Quant Small Cap Fund

Quant Long/Short Fund

Quant Emerging Markets Fund

Quant Foreign Value Fund

Quant Foreign Value Small Cap Fund

Ordinary Shares and Institutional Shares

August 1, 2009

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 August 1, 2009, as supplemented or revised from time to time. This SAI incorporates by reference the Quant Funds’ Annual Report for the fiscal period ended March 31, 2009. A copy of the Prospectus and the Funds’ Annual Report can be obtained free of charge by calling 1-800-326-2151, by written request to the Quant Funds at 55 Old Bedford Road, Suite 202, Lincoln, MA 01773 or from our website at: www.quantfunds.com .

TABLE OF CONTENTS

PAGE

FUND HISTORY

.....................................................................................

INVESTMENT OBJECTIVES AND POLICIES

.....................................................................................

INVESTMENT POLICIES, RISKS AND RESTRICTIONS

.................................................................................

INVESTMENT RESTRICTIONS OF THE FUNDS

.................................................................................

MANAGEMENT OF THE FUNDS

........................................................................................................

PORTFOLIO TRANSACTIONS

.........................................................................................................

DISCLOSURE OF PORTFOLIO HOLDINGS

HOW TO INVEST

...................................................................................................................

HOW TO EXCHANGE

..................................................................................................................

HOW TO REDEEM

..........................................................................................................................

CALCULATION OF NET ASSET VALUE

......................................................................................

DISTRIBUTIONS

.............................................................................................................................

TAXATION

...................................................................................................................................

THE QUANT FUNDS

.............................................................................................................

PROXY VOTING POLICIES

...................................................................................................

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

..................................................................................

APPENDIX

.......................................................................................................................................

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 State of the Commonwealth of Massachusetts. See THE QUANT FUNDS for additional information.

INVESTMENT OBJECTIVES AND POLICIES

The Funds are series of the Quantitative Group of Funds, or Quant Funds, a registered, open-end, management investment company (the “Trust”). The Funds are non-diversified. The investment objectives and policies of the Funds are summarized in the text of the Prospectus following the captions BASIC INFORMATION ABOUT THE FUNDS and NON-PRINCIPAL INVESTMENT POLICIES AND RELATED RISKS. There is no assurance that the Funds’ objectives will be achieved. This SAI contains certain additional information about those objectives and policies. Capitalized terms used in this SAI but not defined herein have the same meaning as in the Prospectus.

INVESTMENT POLICIES, RISKS AND RESTRICTIONS

The Prospectus presents the investment objectives and the principal investment strategies and risks of the Funds. This section supplements the disclosure in the Funds' Prospectus and provides additional information on each Fund's investment policies or restrictions. Restrictions or policies stated as a maximum percentage of the Fund’s assets are only applied immediately after a portfolio investment to which the policy or restriction is applicable. Accordingly, any later increase or decrease resulting from a change in values, net assets or other circumstances will not be considered in determining whether the investment complies with a Fund’s restrictions and policies.

CONVERTIBLE SECURITIES. Each of the Funds may invest in convertible securities, such as convertible debentures, bonds and preferred stock, which allow the holder thereof to convert the instrument into common stock at a specified share price or ratio. The price of the common stock may fluctuate above or below the specified price or ratio, which may allow a Fund the opportunity to purchase the common stock at below market price or, conversely, render the right of conversion worthless. A Fund will invest in convertible securities primarily for their equity characteristics.

OTHER INVESTMENT COMPANIES. The Funds may invest in the securities of other investment companies to the extent that such investments are consistent with a Fund’s 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 Fund’s 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 Fund’s total assets would be invested in any one investment company.

Subject to the limitations on investments in other investment companies, Quant Emerging Markets Fund may invest up to 10% of its total assets in closed-end country funds whose shares are traded in the United States. Investments in closed-end funds may allow the Fund to attain exposure to a broader base of companies in certain emerging markets and to avoid foreign government restrictions that may limit direct investment in a country’s equity markets. Closed-end country funds are managed pools of securities of companies having their principal place of business in a particular foreign country. Shares of certain of these closed-end investment companies may at times only be acquired at market premiums to their net asset values.

The limitations on investments in other investment companies do not apply to the purchase of shares of any investment company in connection with a merger, consolidation, reorganization or acquisition of substantially all the assets of another investment company. A Fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment companies’ expenses, including advisory fees. These expenses are in addition to the direct expenses of the Fund’s own operations.

EXCHANGE TRADED FUNDS. Subject to the limitations on investment in OTHER INVESTMENT COMPANIES as such may be modified by an exemptive order or exemptive rule from the Securities and Exchange Commission (the “SEC”) with respect to a particular exchange traded fund (ETF), a Fund may invest in ETFs.

ETFs, such as Standard & Poor’s 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 ETF’s investment objective will be achieved. ETFs based on an index may not replicate and maintain exactly the composition and relative weightings of securities in the index. ETFs are subject to the risks of investing in the underlying securities. A Fund, as a holder of the securities of the ETF, will bear its pro rata portion of the ETF’s expenses, including advisory fees. These expenses are in addition to the direct expenses of the Fund’s own operations.

REAL ESTATE INVESTMENT TRUSTS ("REITs"). REITs are companies which invest primarily in income producing real estate or real estate related loans or interests. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. REITs are not taxed on income distributed to shareholders provided they comply with the applicable requirements of the Internal Revenue Code of 1986, as amended (the "Code"). In some cases, a Fund will indirectly bear its proportionate share of any management and other expenses paid by REITs in which it invests in addition to the expenses paid by the Fund.

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, each of the Funds may invest up to 5% of its total net assets (at time of purchase) in initial public offerings (“IPO”) of equity securities. The market for such securities may be more volatile and entail greater risk of loss than investments in more established companies. Many companies engaged in IPO’s are smaller capitalization companies that present the risks of such companies described in “Principal Risks for Each Fund” in the Prospectus. Such risks may include limited operating histories, dependence on a limited number of management personnel, reliance on one or a small number of core businesses, including businesses for which there may not be well developed markets. Newly public companies may also have limited access to additional capital to finance operating needs and/or implementation of strategic plans. At times, investments in IPO’s could represent a significant portion of a fund’s investment performance. A Fund cannot assure that investments in IPO’s will continue to be available to the Fund or, if available, will result in positive investment performance , particularly during times when a Fund is of smaller size. In addition, as a Fund’s assets increase, the impact of investments in IPO’s on the overall performance of the Fund is likely to decrease.

A Fund may sell stocks purchased in IPO’s 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 IPO’s, a Fund may continue to hold such stocks for longer-term investment if the Fund’s Advisor believes this is appropriate. Holding stocks of newly public companies over the longer-term involves the risk that the prices of such stocks may depreciate substantially from the initial offering price and from higher trading prices that may exist in the markets shortly following the initial offering. In addition to buying stocks directly in an IPO, each Fund may purchase newly public stocks in the secondary market if a Fund’s Advisor determines that this is an appropriate investment. Purchasing newly public stocks shortly after the offering may involve paying market prices significantly above the initial offering price. Active market activity in newly public stocks may diminish substantially over time creating the risk that such stocks purchased in the secondary market could depreciate substantially in value, including over a relatively short time period.

DERIVATIVES. Each Fund may, but is not required to, engage in a variety of transactions using “derivatives,” such as futures, options, warrants and swaps. Derivatives are financial instruments whose value depend upon, or are derived from, the value of something else, such as one or more underlying investments, indexes or currencies. Derivatives may be traded on organized

exchanges, or in individually negotiated transactions with other parties (these are known as “over the counter”). Each Fund may use derivatives both for hedging and non-hedging purposes. Although each Fund’s Advisor has the flexibility to use these strategies, it may choose not to for a variety of reasons, even under very volatile market conditions. Derivatives involve special risks and costs and may result in losses to the Fund. The successful use of derivatives requires sophisticated management and each Fund will depend on its Advisor’s ability to analyze and manage derivatives transactions. The prices of derivatives may move in unexpected ways, especially in abnormal market conditions. Some derivatives are “leveraged” and therefore may magnify or otherwise increase investment losses to the Fund. A Fund’s 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 Fund’s derivatives positions at any time. In fact, many over-the-counter instruments will not be liquid. Over-the-counter instruments also involve the risk that the other party will not meet its obligations to a Fund.

PARTICIPATORY NOTES. The Emerging Markets Fund, Foreign Value Fund and Foreign Value Small Cap Fund may invest in participatory notes. Participatory notes are offshore derivative instruments issued to foreign investors against underlying Indian securities. These securities are not registered with the Securities and Exchange Board of India. The risks of investing in participatory notes are similar to those risks of investing in foreign securities in general. See “Principal Risks for Each Fund” in the Funds’ Prospectus for a 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 counterparty’s (i.e., the broker’s) ability to meet its obligations.

OPALS. The Emerging Markets Fund, Foreign Value Fund and Foreign Value Small Cap Fund may each invest in optimized portfolio as listed securities (“OPALS”). OPALS represent an interest in a basket of securities of companies primarily located in a specific country generally designed to track an index for that country. Investments in OPALS are subject to the same risks inherent in directly investing in foreign securities. See PRINCIPAL RISKS FOR EACH FUND-Foreign Investments in the Prospectus. In addition, because the OPALS are not registered under the securities laws, they may only be sold to certain classes of investors, and it may be more difficult for the Fund to sell OPALS than other types of securities. However, the OPALS may generally be exchanged with the issuer for the underlying securities, which may be more readily tradable.

DEPOSITORY RECEIPTS. Each Fund may invest in American Depository Receipts (“ADRs”), European Depository Receipts (“EDRs”) and Global Depository Receipts (“GDRs”). ADRs, EDRs and GDRs are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian bank or similar financial institution in the issuer’s 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 issuer’s country. ADRs, EDRs and GDRs may be sponsored or unsponsored. Unsponsored receipts are established without the participation of the issuer. Unsponsored receipts differ from receipts sponsored by an issuer in that they may involve higher expenses, they may not pass-through voting or other shareholder rights, and they may be less liquid.

FOREIGN CURRENCY TRANSACTIONS. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are principally traded in the inter-bank market conducted directly between currency traders (usually large commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for trades.

Since investments in foreign companies will usually involve currencies of foreign countries, and since the Foreign Value Fund, the Emerging Markets Fund and the Foreign Value Small Cap Fund may temporarily hold funds in bank deposits in foreign currencies during the completion of investment programs, the value of the assets of these Funds as measured in U.S. dollars may be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations, and the Funds may incur costs in connection with conversions between various currencies. The Foreign Value Fund, the Emerging Markets Fund and the Foreign Value Small Cap 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 Foreign Value Fund, the Emerging Markets Fund and the Foreign Value Small Cap 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 securities into a segregated account of the series in an amount equal to the value of the Funds’ total assets committed to the consummation of forward foreign currency exchange contracts. If the value of the

securities placed in the segregated account declines, additional cash or securities will be placed in the account on a daily basis so that the value of the account will equal the amount of the Funds’ commitments with respect to such contracts.

The Foreign Value Fund, the Emerging Markets Fund and the Foreign Value Small Cap 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 a Fund’s 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 Fund’s portfolio securities denominated in such foreign currency. Alternatively, where appropriate, a Fund may hedge all or part of its foreign currency exposure through the use of a basket of currencies where certain of such currencies act as an effective proxy for other currencies. In such a case, the Fund may enter into a forward 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 Fund’s 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 Fund’s 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 Fund’s Advisor believes that it is important to have the flexibility to enter into such forward contracts when it determines that the best interests of the Fund will be served.

At the maturity of a forward contract, a Fund may either sell the portfolio security and make delivery of the foreign currency, or it may retain the security and terminate its contractual obligation to deliver the foreign currency by purchasing an “offsetting” contract obligating it to purchase, on the same maturity date, the same amount of the foreign currency.

As indicated above, it is impossible to forecast with absolute precision the market value of portfolio securities at the expiration of the forward contract. Accordingly, it may be necessary for a Fund to purchase additional foreign currency on the spot market (and bear the expense of such purchase) if the market value of the security is less than the amount of foreign currency the Fund is obligated to deliver and if a decision is made to sell the security and make delivery of the foreign currency. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of the portfolio security if its market value exceeds the amount of foreign currency the Fund is obligated to deliver.

If a Fund retains the portfolio security and engages in an offsetting transaction, the Fund will incur a gain or a loss (as described below) to the extent that there has been movement in forward contract prices. If the Fund engages in an offsetting transaction, it may subsequently enter into a new forward contract to sell the foreign currency. Should forward prices decline during the period between the Fund’s entering into a forward contract for the sale of a foreign currency and the date it enters into an offsetting contract for the purchase of the foreign currency, the Fund will realize a gain to the extent the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to purchase. Should forward prices increase, the Fund will suffer a loss to the extent the price of the currency it has agreed to purchase exceeds the price of the currency it has agreed to sell.

The Funds are not required to enter into forward contracts with regard to their foreign currency-denominated securities and will not do so unless deemed appropriate by the relevant Fund’s 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.

TEMPORARY DEFENSIVE STRATEGY. The Funds may invest in short-term debt obligations for temporary defensive purposes and for liquidity purposes (e.g., for redemption of shares, to pay expenses or pending other investments). Short-term

debt obligations may include obligations of the U.S. government and (in the case of the Foreign Value Fund, Emerging Markets Fund and Foreign Value Small Cap Fund) securities of foreign governments. Short-term debt obligations may also include certificates of deposit and bankers’ acceptances issued by U.S. banks (and, in the case of the Foreign Value Fund, Emerging Markets Fund and Foreign Value Small Cap Fund, foreign banks) having deposits in excess of $2 billion, commercial paper, short-term corporate bonds, debentures and notes and repurchase agreements, all with one year or less to maturity. Investments in commercial paper are limited to obligations (i) rated Prime-1 by Moody’s Investors Service, Inc.(“Moody’s”) or A-1 by S&P, or in the case of any instrument that is not rated, of comparable quality as determined by the Funds’ investment advisor, Quantitative Investment Advisors, Inc. d/b/a Quantitative Advisors (the “Manager”) or a Fund subadvisor (“Advisor”), or (ii) issued by companies having an outstanding debt issue currently rated Aaa or Aa by Moody’s 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 Moody’s or AAA or AA by S&P. The value of fixed-income securities may fluctuate inversely in relation to the direction of interest rate changes.

BOND RATINGS.

Moody’s 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.

FIXED INCOME SECURITIES. A Fund may invest in fixed income securities of any maturity. A Fund may not invest more than 10% of its net assets in fixed income securities, including convertible debt securities, rated below investment grade or in unrated securities of comparable quality.

Fixed income securities are subject to the risk of an issuer’s inability to meet principal or interest payments on its obligations. Factors which could contribute to a decline in the market value of debt securities in a Fund’s portfolio include rising interest rates or a reduction in the perceived creditworthiness of the issuer of the securities. A fixed income security is considered investment grade if it is rated in one of the top four categories by a nationally recognized statistical rating organization or determined to be of equivalent quality by an Advisor. Fixed income securities rated below investment grade are commonly referred to as “junk bonds” and are considered speculative. Below investment grade fixed income securities involve greater risk of loss, are subject to greater price volatility and are less liquid, especially during periods of economic uncertainty or change, than higher grade fixed income securities.

REPURCHASE AGREEMENTS. A repurchase agreement is a contract under which a Fund would acquire a security for a relatively short period (usually not more than one week), subject to the obligation of the seller to repurchase the security and the Fund to resell the security at a fixed time and price (representing the Fund’s cost plus interest). The Funds will enter into repurchase agreements only with (i) commercial banks or (ii) registered broker-dealers. Although each Fund may enter into repurchase agreements with respect to any securities which it may acquire consistent with its investment policies and restrictions, it is the Funds’ present intention to enter into repurchase agreements only with respect to obligations of the U.S. government or its agencies or instrumentalities. While the repurchase agreements entered into by a Fund will provide that the underlying security at all times shall have a value at least equal to the resale price stated in the agreements (and, for this purpose, the underlying security will be marked to market daily), if the seller defaults, the Fund could realize a loss on the sale of the underlying security to the extent that the proceeds of the sale including accrued interest are less than the resale price provided in the agreement including interest. In addition, if the seller should be involved in bankruptcy or insolvency proceedings, the Fund may incur delay and costs in selling the underlying security or may suffer a loss of principal and interest if the Fund is treated as an unsecured creditor and required to return the underlying collateral to the seller’s estate.

No more than 5% of the value of a Fund’s total assets will be invested in repurchase agreements that have a maturity longer than seven (7) days. Investments in repurchase agreements which have a longer maturity are not considered to be readily marketable (see "Illiquid Securities" below). In addition, a Fund will not enter into repurchase agreements with a securities dealer if such transactions constitute the purchase of an interest in such dealer under the 1940 Act.

SECURITIES LOANS. Each Fund may make secured loans of its portfolio securities amounting to not more than 30% of its total assets, except for the Long/Short Fund and the Foreign Value Small Cap Fund which each may make secured loans of its portfolio securities amounting to not more than 33 ^1/3 % of its total assets. See INVESTMENT RESTRICTIONS OF THE FUNDS. The risks in lending portfolio securities, as with other extensions of credit, consist of possible delay in the recovery of the securities or loss of rights in the collateral should the borrower fail financially. Securities loans are made to broker-dealers pursuant to agreements requiring that loans be continuously secured by collateral in cash or cash equivalents (such as U.S. Treasury bills) at least equal at all times to the market value of the securities lent. The borrower pays to a Fund an amount equal to any dividends or interest received on the securities lent. A Fund may invest the cash collateral received in interest-bearing, short-term securities or receive a fee from the borrower. Although voting rights, or rights to consent with respect to the loaned securities, pass to the borrower, a Fund retains the right to call the loans at any time on reasonable notice, and it will do so in order that the securities may be voted by a Fund if the holders of such securities are asked to vote upon or consent to matters materially affecting the investment. A Fund may also call such loans in order to sell the security involved.

OPTIONS. Each Fund may write covered call options that are traded on national securities exchanges with respect to stocks in its portfolio (ensuring that each Fund at all times will have in its portfolios the securities which it may be obligated to deliver if the options are exercised). The “writer” of a call option gives to the purchaser of that option the right to buy the underlying security from the writer at the exercise price prior to the expiration date of the call. Call options are generally written for periods of less than six months. Each Fund may write covered call options on securities in its portfolios in an attempt to realize a greater current return than would be realized on the securities alone or to provide greater flexibility in disposing of such securities. Each Fund may also write call options to partially hedge a possible stock market decline. Because each Fund’s objective is growth of capital, covered call options would not be written except at a time when it is believed that the price of the common stock on which the call is being written will not rise in the near future and the Fund does not desire to sell the common stock for tax or other reasons. The writer of a covered call option receives a premium for undertaking the obligation to sell the underlying security at a fixed price during the option period if the option is exercised. So long as each Fund remains obligated as a writer of covered calls, it foregoes the opportunity to profit from increases in the market prices of the underlying securities above the exercise prices of the options, except insofar as the premiums represent such profits, and retain the risk of loss should the value of the underlying securities decline. Each Fund may also enter into “closing purchase transactions” in order to terminate its obligations as a writer of covered call options prior to the expiration of the options. Although limiting writing covered call options to those which are traded on national securities exchanges increases the likelihood of being able to make closing purchase transactions, there is no assurance that each Fund will be able to effect such transactions at any particular time or at an acceptable price. If each Fund was unable to enter into a closing purchase transaction, the principal risks to each Fund would be the loss of any capital appreciation of the underlying security in excess of the exercise price and the inability to sell the underlying security in a down market until the call option was terminated. The writing of covered call options could result in an increase in the portfolio turnover rate of each Fund, especially during periods when market prices of the underlying securities appreciate.

SHORT SALES.

Long/Short Fund

Long/Short Fund may sell securities short. No securities will be sold short if, after giving effect to any short sales, the value of all securities sold short would exceed 33% of Long/Short Fund’s net assets (plus borrowings for investment purposes).

A security is sold short when Long/Short Fund sells a security it does not own. To sell a security short, Long/Short Fund must borrow the security from someone else to deliver it to the buyer. Long/Short Fund then replaces the borrowed security by purchasing it at the market price at or before the time of replacement. Until it replaces the security, Long/Short Fund repays the person that lent it the security for any interest or dividends that may have accrued during the period of the loan.

Long/Short Fund typically sells securities short to take advantage of an anticipated decline in prices and/or protect a profit in a security it already owns. Long/Short Fund can lose money if the price of the security it sold short increases between the date of the short sale and the date on which Long/Short Fund replaces the borrowed security. Likewise, Long/Short Fund can profit if the price of the security declines between those dates.

To borrow the security, Long/Short Fund also may be required to pay a premium, which would increase the cost of the security sold. Long/Short Fund will incur transaction costs in effecting short sales. Long/Short Fund’s gains and losses will be decreased or increased, as the case may be, by the amount of the premium, dividends, interest, or expenses Long/Short Fund

may be required to pay in connection with a short sale. The broker will retain the net proceeds of the short sale to the extent necessary to meet margin requirements until the short position is closed out.

Whenever Long/Short Fund sells a security short, the Custodian segregates an amount of cash or liquid securities (see “Asset Segregation” below).

Funds other than Long/Short Fund

The Funds (except Long/Short Fund) will limit short sales to selling securities "against the box." No securities will be sold short if after giving effect to any short sales, the value of all securities sold short would exceed 25% of a Fund’s net assets.

Short Sales Against the Box. The Funds may sell securities “short against the box.” A short sale involves the Fund borrowing securities from a broker and selling the borrowed securities. The Fund has an obligation to return securities identical to the borrowed securities to the broker. In a short sale against the box, the Fund at all times own an equal amount of the security sold short or securities convertible into or exchangeable for, with or without payment of additional consideration, an equal amount of the security sold short. Each 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, a 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 Fund’s long position should be offset by a gain in the short position and, conversely, any gain in the long position should be reduced by a loss in the short position.

If the Fund effects a short sale against the box at a time when it has an unrealized gain on the security, it may be required to recognize that gain as if it had actually sold the security (a “constructive sale”) on the date it effects the short sale. However, such constructive sale treatment may not apply if the Fund closes out the short sale with securities other than the appreciated securities held at the time of the short sale provided that certain other conditions are satisfied. Uncertainty regarding the tax consequences of effecting short sales may limit the extent to which the Fund may make short sales against the box.

Asset Segregation

The 1940 Act requires that each Fund segregate assets in connection with certain types of transactions that may have the effect of leveraging the Fund’s portfolio. If a Fund enters into a transaction requiring segregation, such as a short sale, the Custodian or the Advisor will segregate liquid assets in an amount required to comply with the 1940 Act. Such segregated assets will be valued at market daily. If the aggregate value of such segregated assets declines below the aggregate value required to satisfy the 1940 Act, additional liquid assets will be segregated.

FORWARD COMMITMENTS. Each Fund may make contracts to purchase securities for a fixed price at a future date beyond customary settlement time (“forward commitments”), if the Fund holds, and maintains until the settlement date in a segregated account with the Funds’ Custodian, cash or short-term debt obligations in an amount sufficient to meet the purchase price. These debt obligations will be marked to market on a daily basis and additional liquid assets will be added to such segregated accounts as required. Forward commitments may be considered securities in themselves. They involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of decline in the value of the Fund’s other assets. Although a Fund will generally enter into forward commitments with the intention of acquiring securities for its portfolio, a Fund may dispose of a commitment prior to settlement if the Advisor deems it appropriate to do so. A Fund may realize short-term profits or losses upon the sale of forward commitments.

WARRANTS. The Funds may invest in warrants purchased as units or attached to securities purchased by a Fund. Warrants provide the Fund with the right to purchase equity securities at specific prices valid for a specific period of time. Their prices do not necessarily move parallel to the prices of the underlying securities. Warrants have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer.

ILLIQUID SECURITIES. Securities which do not trade on stock exchanges or in the over the counter market, or have restrictions on when and how they may be sold, are generally considered to be “illiquid.” An illiquid security is one that a Fund may have difficulty, or may even be legally precluded from, selling within a particular time. The Funds may invest in illiquid securities, including restricted securities and other investments that are not readily marketable. A Fund will not purchase any such security if the purchase would cause the Fund to invest more than 15% of its net assets, measured at the time of purchase, in illiquid securities. Repurchase agreements maturing in more than seven days are considered illiquid for purposes of this restriction.

The principal risk of investing in illiquid securities is that a Fund may be unable to dispose of them at the time desired or at a reasonable price. In addition, in order to resell a restricted security, a Fund might have to bear the expense and incur the delays associated with registering the security with the SEC, and otherwise obtaining listing on a securities exchange or in the over the counter market.

ALTERNATIVE STRATEGIES. At times, each Fund’s Advisor may judge that market conditions make pursuing the Fund’s investment strategies inconsistent with the best interests of its shareholders. Each Fund’s Advisor may then temporarily use alternative strategies that are mainly designed to limit the Fund’s losses. These alternative strategies may include the purchase of debt, money market investments and other investments not consistent with the investment strategies of the Fund. Although each Fund’s Advisor has the flexibility to use these strategies, it may choose not to for a variety of reasons, even in very volatile market conditions. These strategies may cause the Fund to miss out on investment opportunities, and may prevent the Fund from achieving its goal.

PORTFOLIO TURNOVER. A change in securities held by a Fund is known as “portfolio turnover” and almost always involves the payment by the Fund of brokerage commissions or dealer markups and other transaction costs on the sale of securities as well as on the reinvestment of the proceeds in other securities. High portfolio turnover involves correspondingly greater brokerage commissions and other transaction costs, which will be borne directly by the Fund and may affect taxes paid by shareholders to the extent short-term gains are distributed. Portfolio turnover is not a limiting factor with respect to investment decisions by any Fund.

The portfolio turnover rates for the Funds’ two most recently ended fiscal years were as follows:

	Fiscal Years Ended March 31,
	2008	2009

SMALL CAP FUND	39%	72%
LONG/SHORT FUND*	171%	207%
EMERGING MARKETS FUND**	18%	67%
FOREIGN VALUE FUND	44%	20%
FOREIGN VALUE SMALL CAP FUND	N/A	10%

* The expected on-going turnover rates will be in the 150% - 250% range.

**The increase in the portfolio turnover rate was due to enhancements made to the quantitative model during the fiscal year ended March 31, 2009.

LIQUIDITY RISK. A Fund may make investments in securities that become less liquid in response to market developments or adverse investor perceptions. When there is no willing buyer and investments cannot be readily sold at the desired time or price, the Fund may have to accept a lower price or may not be able to sell the security at all. An inability to sell a portfolio position can adversely affect the Fund’s value or prevent the Fund from being able to take advantage of other investment opportunities. Additionally, in order to meet redemption requests, the Fund may be forced to sell liquid securities at an unfavorable time and on unfavorable conditions causing a loss to the Fund.

INVESTMENT RESTRICTIONS OF THE FUNDS

Fundamental Investment Restrictions. Each Fund has adopted certain fundamental investment restrictions, as listed below, 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. 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

more than 50% of the outstanding shares of the Fund.

Statements in italics are not part of the investment restriction.

LONG/SHORT FUND AND FOREIGN VALUE SMALL CAP FUND

Long/Short Fund and Foreign Value Small Cap Fund may not:

(1)	issue senior securities, except to the extent permitted by applicable law, as amended and interpreted or modified form time to time by any regulatory authority having jurisdiction;

(2)	borrow money, except on a temporary basis and except to the extent permitted by applicable law, as amended and interpreted or modified from time to time by any regulatory authority having jurisdiction;

Under current regulatory requirements, the Fund may: (a) borrow from banks or through reverse repurchase agreements in an amount up to 33 1/3% of the Fund’s total assets (including the amount borrowed); (b) borrow up to an additional 5% of the Fund’s 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 Fund’s 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 Fund’s 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 fund’s total assets. When identifying industries for purposes of its concentration policy, the Fund will rely upon available industry classifications. The Fund relies on the MSCI Global Industry Classification Standard (GICS) classifications. The Fund’s policy does not apply to investments in U.S. government securities.

(7)	invest in commodities or commodity contracts, except that the Fund may invest in currency instruments and currency contracts and financial instruments and financial contracts that might be deemed to be commodities and commodity contracts in accordance with applicable law.

For example, a futures contract may be deemed to be a commodity contract.

SMALL CAP FUND, EMERGING MARKETS FUND AND FOREIGN VALUE FUND

Each Fund may not:

(1)

purchase any security if as a result a Fund would then hold more than 10% of any class of securities of an issuer (taking all common stock issues of an issuer as a single class, all preferred stock issues as a single class, and all debt issues as a single class) or more than 10% of the outstanding voting securities of an issuer;

(2)

purchase any security if as a result any Fund would then have more than 10% of the value of its net assets (taken at current value) invested in any of the following types of investment vehicles: in securities of companies (including predecessors) less than three years old, in securities which are not readily marketable, in securities which are subject to legal or contractual restrictions on resale (“restricted securities”) and in repurchase agreements which have a maturity longer than seven (7) days, provided, however, that no Fund may invest more than 15% of its assets in illiquid securities;

(3)

make short sales of securities or maintain a short position unless at all times when a short position is open the particular Fund owns an equal amount of such securities or securities convertible into, or exchangeable without payment of any further consideration for, securities of the same issue as, and equal in amount to, the securities sold short, and unless not more than 10% of the Fund’s net assets (taken at current value) is held as collateral for such sales at any one time. Such sales of securities subject to outstanding options would not be made. A Fund may maintain short positions in a stock index by selling futures contracts on that index;

(4)

issue senior securities, borrow money or pledge its assets except that a Fund may borrow from a bank for temporary or emergency purposes in amounts not exceeding 10% (taken at the lower of cost or current value) of its total assets (not including the amount borrowed) and pledge its assets to secure such borrowings. A Fund will not purchase any

additional portfolio securities so long as its borrowings amount to more than 5% of its total assets. (For purposes of this restriction, collateral arrangements with respect to the writing of covered call options and options on index futures and collateral arrangements with respect to margin for a stock index future are not deemed to be a pledge of assets and neither such arrangements nor the purchase or sale of stock index futures or the purchase of related options are deemed to be the issuance of a senior security.);

(5)

purchase or retain securities of any company if, to the knowledge of the Funds, officers and Trustees of the Funds or of the Manager or of the Advisor of the particular Funds who individually own more than 1/2 of 1% of the securities of that company together own beneficially more than 5% of such securities;

(6)	buy or sell real estate or interests in real estate, although it may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate;

(7)	act as underwriter except to the extent that, in connection with the disposition of Fund securities, it may be deemed to be an underwriter under certain provisions of the federal securities laws;

(8)	make investments for the purpose of exercising control or management;

(9)	participate on a joint or joint and several basis in any trading account in securities;

(10)

write, purchase, or sell puts, calls or combinations thereof, except that the Fund may (i) write covered call options with respect to all of its portfolio securities; (ii) purchase put options and call options on widely recognized securities indices, common stock of individual companies or baskets of individual companies in a particular industry or sector; (iii) purchase and write call options on stock index futures and on stock indices; (iv) sell and purchase such options to terminate existing positions;

(11)	invest in interests in oil, gas or other mineral exploration or development programs, although it may invest in the common stocks of companies that invest in or sponsor such programs;

(12)

make loans, except (i) through the purchase of bonds, debentures, commercial paper, corporate notes and similar evidences of indebtedness of a type commonly sold privately to financial institutions, (ii) through repurchase agreements and loans of portfolio securities (limited to 30% of the value of a Fund’s total assets). The purchase of a portion of an issue of such securities distributed publicly, whether or not such purchase is made on the original issuance, is not considered the making of a loan;

(13)	invest more than 25% of the value of its total assets in any one industry; or

(14)

invest in commodities or commodity contracts or in puts, calls, or combinations of both, except interest rate futures contracts, options on securities, securities indices, currency and other financial instruments, futures contracts on securities, securities indices, currency and other financial instruments and options on such futures contracts, forward foreign currency exchange contracts, forward commitments, securities index put or call warrants and repurchase agreements entered into in accordance with the fund’s investment policies.

Although certain of these policies envision a Fund maintaining a position in a stock index by selling futures contracts on that index and also envision that under certain conditions one or more Funds may engage in transactions in stock index futures and related options, the Funds do not currently intend to engage in such transactions.

All percentage limitations on investments, except the percentage limitations with respect to borrowing in fundamental policy (4) above, will apply at the time of the making of an investment and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment.

MANAGEMENT OF THE FUNDS

The Trustees of the Trust are responsible for protecting the interests of shareholders. The Trustees meet periodically throughout the year to oversee the Funds’ activities, review contractual arrangements with companies that provide services to the Funds and review the Funds’ performance. The majority of the Trustees are otherwise not affiliated with the Funds and not “interested persons” (as defined in the 1940 Act) of the Advisor, the Manager or the Funds (“Independent Trustees”).

INDEPENDENT TRUSTEES


Robert M. Armstrong (70)	Trustee (1985 to present)	Independent financial and career consulting services	5	NewPage Corporation; NewPage Holding Corporation; NewPage Group
John M. Bulbrook (67)	Trustee (1985 to present)	CEO and Treasurer, John M. Bulbrook Insurance Agency, Inc.	5	John M. Bulbrook Insurance Agency Inc.
William H. Dunlap (58)	Trustee (October 2006 to present)	President, EQ Rider, Inc., equestrian clothing sales; Principal, William H. Dunlap & Company (consulting firm)	5	Merrimack County Savings Bank; Merrimack Bank Corp.
Clinton S. Marshall (52)	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	5	The Pool Association

INTERESTED TRUSTEE ⁴ AND OFFICERS

Name and (Age) (1)

Position with Fund; Length of Time Served; and Term of Office (2)

Principal Occupation(s)

During Past Five Years (3)

Number of Portfolios in Fund Complex Overseen by

Trustee/Officer

Other Directorships

Held By Trustee/Officer

Willard L. Umphrey (68)

Trustee, President, Chairman (1985 to present)

Director, U.S. Boston Capital Corporation; President, Quantitative Investment Advisors, Inc.

U.S. Boston Corporation; U.S. Boston Asset Management Corporation; Quantitative Investment Advisors, Inc.; Pear Tree Partners Management LLC; Sugarbush Solutions, Inc.; USB Corporation; USB Greenville - 86, Inc.; USB Atlantic Associates, Inc.; U.S. Boston Insurance Agency, Inc.; U.S. Boston Capital Corporation

Leon Okurowski (66)	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)	N/A	Everest USB Canadian Storage, Inc.; Quantitative Investment Advisors, Inc.; Sugarbush Solutions, Inc.; U.S. Boston Corporation; U.S. Boston Asset Management Corporation; MedCool, Inc., USB Corporation; USB Everest Management, LLC; USB Everest Storage LLC; USB Greenville - 86, Inc.; USB Atlantic Associates, Inc.; U.S. Boston Insurance Agency, Inc.; U.S. Boston Capital Corporation
Deborah A. Kessinger (46)	Assistant Clerk (April 2005 to present); Chief Compliance Officer (December 2005 to present)	Senior Counsel (since 9/04), President (since 8/07) 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 (42)	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
Jennifer Dougherty (42)	Assistant Treasurer (July 2008 to Present)	Chief Financial Officer (Since 2/2009) and Director of Operations (since 10/2007) Quantitative Advisors, Inc.; Managing Director of Executive Education (2004-2007) Harvard Business School	N/A	None

Notes:

The mailing address of each of the officers and Trustees is 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773.

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.

The principal occupations of the officers and Trustees for the last five years have been with the employers shown above; although in some cases they have held different positions with such employers.

4. Mr. Umphrey and Mr. Okurowski are “interested persons” (as defined in the 1940 Act) of the Trust, the Manager or an Advisor. Mr. Umphrey has been determined to be an “Interested Trustee” by virtue of, among other things, his affiliation with one or more of the following entities: the Trust, the Manager and the Funds’ distributor, U.S. Boston Capital Corporation (“Distributor”).

For the fiscal year ended March 31, 2009, Trustee compensation was $21,000 per annum/per Trustee, with the exception of the Chairman of the Audit Committee who is paid $24,000 per annum.

COMPENSATION TABLE

for the fiscal year ended March 31, 2009

Name of Trustee	Aggregate Compensation from the Trust	Pension or Retirement Benefits Accrued As Part of Fund Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation From the Trust and Fund Complex Paid to Trustee
Robert M. Armstrong	$21,000	N/A	N/A	$21,000
John M. Bulbrook	$21,000	N/A	N/A	$21,000
Edward E. Burrows*	$ 15,750	N/A	N/A	$ 15,750
William H. Dunlap, Trustee	$21,000	N/A	N/A	$21,000
Clinton S. Marshall, Trustee	$24,000	N/A	N/A	$24,000
Willard L. Umphrey, Trustee	$21,000	N/A	N/A	$21,000

*Mr. Burrows resigned as Trustee on October 22, 2008.

The Manager, not the Funds, paid Mr. Okurowski an annual fee of $21,000 for services rendered during the fiscal year ended March 31, 2009, as an officer of the Trust.

The Trust’s Agreement and Declaration of Trust provides that the Funds will indemnify their Trustees and officers against liabilities and expenses incurred in connection with the litigation in which they may be involved because of their offices with the Funds, except if it is determined in the manner specified in the Agreement and Declaration of Trust that they have not acted in good faith in the reasonable belief that their actions were in the best interests of the Funds or that such indemnification would relieve any officer or Trustee of any liability to the Funds or their shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties. The Funds, at their expense, will provide liability insurance for the benefit of their Trustees and officers.

At June 30, 2009, the officers and Trustees as a group owned in the aggregate the following percentages of outstanding shares:*

Ordinary Shares

Institutional Shares

Small Cap Fund

0.42%

14.78%

Long/Short Fund

0.63%

33.58%

Emerging Markets Fund

0.98%

8.56%

Foreign Value Fund

0.23%

3.57%

Foreign Value Small Cap Fund

0.86%

71.03%

* Reflects ownership by the Manager and Distributor. Mr. Okurowski and Mr. Umphrey are majority owners of the Manager and Distributor.

TRUSTEE SHARE OWNERSHIP TABLE

For the Calendar Year ended December 31, 2008

Name of Trustee

Dollar Range of Equity Securities in Small Cap Fund

Dollar Range of Equity Securities in Long/Short Fund

Dollar Range of Equity Securities in Emerging Markets Fund

Dollar Range of Equity Securities in Foreign Value Fund

Dollar Range of Equity Securities in Foreign Value Small Cap Fund

Aggregate Dollar Range of Equity Securities in Quant Fund Complex

INDEPENDENT TRUSTEES:

Robert M. Armstrong	$50,001-$100,000	$10,001-$50,000	None	None	None	$50,001-$100,000
John M. Bulbrook	over $100,000	over $100,000	over $100,000	over $100,000	$10,001-$50,000	over $100,000
Edward E. Burrows	$50,001-$100,000	None	None	None	None	$$50,001-$100,000
William H. Dunlap	None	None	$10,001-$50,000	$10,001-$50,000	None	$10,001-$50,000
Clinton S. Marshall	None	None	$10,001-$50,000	$10,001-$50,000	None	$10,001-$50,000

INTERESTED TRUSTEE:

Willard L. Umphrey

over $100,000

$50,001-$100,000

over $100,000

COMMITTEE STRUCTURE

For the Fiscal Year Ended March 31, 2009

The Board of Trustees has established one standing committee, the Audit Committee. The Audit Committee consists of all of the Independent Trustees. The purpose of the Audit Committee is to oversee generally the Trust’s accounting and financial reporting policies and practices, internal controls and, as appropriate, the internal controls of certain service providers; to oversee generally the quality and objectivity of financial statements and the independent audit thereof; to appoint or replace the independent registered public accounting firm (the “Auditor”) for the Trust and to act as a liaison between the Auditor and the full Board; to act as a nominating committee, as necessary from time-to-time, to identify, interview and recommend to the full Board of Trustees candidates who could qualify and serve as an Independent Trustee; and to act as a compliance committee available for consultation with the Trust’s Chief Compliance Officer on compliance matters. The Audit Committee met four times during the fiscal year ended March 31, 2009. The Committee and the Trust do not have procedures for security holders to submit recommendations for nominees.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF FUND SHARES

AS OF July 2, 2009

Each of the following persons owned 5% or more of the classes of the following Funds. Beneficial owners of 25% or more of Class are presumed to be in control of the Class for the purposes of voting on certain matters submitted to shareholders.

SMALL CAP FUND

NAME AND ADDRESS

% OF OUTSTANDING ORDINARY SHARES

Joseph E. Kasputys

1000 Winter Street, Suite 4310

Waltham, MA 02451

9.39

	Charles Schwab Reinv Charles Schwab and Company, Inc. Attention Mutual Fund Dept. 101 Montgomery Street San Francisco, CA 94104	5.65

SMALL CAP FUND	NAME AND ADDRESS	% OF OUTSTANDING INSTITUTIONAL SHARES

	USB Corporation (Employee Incentive Savings Plan) 55 Old Bedford Road Lincoln, MA 01773	11.20
	U.S. Bank P.O. Box 1787 Milwaukee, WI 53201	18.98
	National Financial Svcs Corp For exclusive Benefit of our customers 200 Liberty Street New York, NY 10281	22.82
	Fifth Third Bank TTEE FBO Hemenway & Barnes Cincinnati, OH 45263	13.91

LONG/SHORT FUND	NAME AND ADDRESS	% OF OUTSTANDING ORDINARY SHARE S
	Joseph E. Kasputys 1000 Winter Street, Suite 4310 Waltham, MA 02451	13.27
LONG/SHORT FUND	NAME AND ADDRESS USB Corporation – PSRP A/C Leon Okurowski Leon Okurowski TTEE 55 Old Bedford Road Lincoln, MA 01773	% OF OUTSTANDING INSTITUTIONAL SHARES 5.95
	USB Corporation (Employee Incentive Savings Plan) 55 Old Bedford Road Lincoln, MA 01773	64.51

EMERGING MARKETS FUND	NAME AND ADDRESS	% OF OUTSTANDING ORDINARY SHARES

	National Financial Svcs Corp For exclusive Benefit of our customers 200 Liberty Street New York, NY 10281	41.07
	Charles Schwab Reinv Charles Schwab and Company, Inc. Attention Mutual Fund Dept. 101 Montgomery Street San Francisco, CA 94104	11.16

	TD Ameritrade Inc. P.O. Box 2226 Omaha, NE 68103-2226	5.17

EMERGING MARKETS FUND	NAME AND ADDRESS	% OF OUTSTANDING INSTITUTIONAL SHARES
	National Financial Svcs Corp For exclusive Benefit of our customers 200 Liberty Street New York, NY 10281	8.43
	T. Rowe Price Retirement Plan, Services Inc. FBO: Retirement Plan Clients 4515 Painters Mill Road Owings Mills, MD 21117	53.40

FOREIGN VALUE FUND	NAME AND ADDRESS	% OF OUTSTANDING ORDINARY SHARES
	National Financial Svcs Corp For exclusive Benefit of our customers 200 Liberty Street New York, NY 10281	18.26
	Charles Schwab Reinv Charles Schwab and Company, Inc. Attention Mutual Fund Dept. 101 Montgomery Street San Francisco, CA 94104	11.88
	Prudential Investment Management Service FBO Mutual Fund Clients ATTENTION PRUCHOICE UNIT Gateway Center 3 11TH Floor 100 Mulberry Street Newark, NJ 07102	32.09

FOREIGN VALUE FUND	NAME AND ADDRESS	% OF OUTSTANDING INSTITUTIONAL SHARES

	MAG Mutual Insurance Company 8 Piedmont Center, Suite 600 3525 Piedmont Road Atlanta, GA 30305	14.05
	Christian Church Joint Investment Trust - Beasley Fund 130 E. Washington Street Indianapolis, IN 46206	11.97
	Christian Church Joint Investment Trust - Common Fund 130 E. Washington Street Indianapolis, IN 46206	7.75
	National Financial Svcs Corp For exclusive Benefit of our customers 200 Liberty Street New York, NY 10281	12.99

	Charles Schwab Reinv Charles Schwab and Company, Inc. Attention Mutual Fund Dept. 101 Montgomery Street San Francisco, CA 94104	10.78
FOREIGN VALUE SMALL CAP FUND	NAME AND ADDRESS	% OF OUTSTANDING ORDINARY SHARES
	Joseph E. Kasputys 1000 Winter Street, Suite 4310 Waltham, MA 02451	27.74


FOREIGN VALUE SMALL CAP FUND	NAME AND ADDRESS	% OF OUTSTANDING INSTITUTIONAL SHARES
	USB Corporation (Employee Incentive Savings Plan) 55 Old Bedford Road Lincoln, MA 01773	5.53
	Leon Okurowski 55 Old Bedford Road Lincoln, MA 01773	29.81
	Willard L. Umphrey 55 Old Bedford Road Lincoln, MA 01773	33.64
	Bernard Horn c/o/ Polaris Capital Management, LLC 125 Summer Street Boston, MA 02210	12.78
	Polaris Capital Management, LLC 125 Summer Street Boston, MA 02210	13.61

THE MANAGER AND MANAGEMENT CONTRACT

The Funds’ semi-annual report to be dated September 30, 2009 will contain a detailed discussion of the Board of Trustees’ consideration of the management contract and advisory contracts approved for continuance at Trust’s Board meeting in May 2009. The Funds’ semi-annual report dated September 30, 2008 contains similar information for the prior year’s contract approvals.

Each Fund employs a quantitative investment approach to selecting investments among other considerations. Each approach generally is developed as a result of research conducted by a team of individuals. The same investment strategy used to manage a particular Fund also may be used to manage separate institutional accounts maintained at the Manager or an Advisor.

The Manager is an affiliate of U.S. Boston Capital Corporation, the Funds’ Distributor, which is a wholly owned subsidiary of U.S. Boston Corporation. Willard L. Umphrey, CFA, President and Trustee of the Funds, Leon Okurowski, Treasurer of the Funds, individually and jointly with their spouses, together own 100% of the Manager’s outstanding voting securities. Messrs. Umphrey and Okurowski also are affiliates of U.S. Boston Capital Corporation.

Under the terms of the management agreement (the “Management Contract”), the Manager may, subject to the approval of the Trustees, manage the Funds itself or, subject to the approval by the Trustees, select subadvisors (the “Advisors”) to manage certain of the Funds. In the latter case, the Manager monitors the Advisors’ investment program and results, reviews brokerage matters, oversees compliance by the Funds with various federal and state statutes and the Funds’ own investment objectives, policies, and restrictions and carries out the directives of the Trustees. In each case, the Manager also provides the Funds with office space, office equipment, and personnel necessary to operate and administer the Funds’ business, and provides general management and administrative services to the Funds, including overall supervisory responsibility for the management and investment of the Funds’ securities portfolios and for the provision of services by third parties such as the Funds’ Custodian.

The Management Contract continues in force from year to year, but only so long as its continuance is approved at least annually by (i) vote, cast in person at a meeting called for the purpose, of a majority of those Trustees who are not “interested persons” (as defined in the 1940 Act) of the Manager or the Funds, and by (ii) either the majority vote of all the Trustees or the vote of a majority of the outstanding voting securities of each Fund. The Management Contract automatically terminates on assignment, and is terminable on 60 days’ written notice by either party.

In addition to the management fee, the Funds pay all expenses not assumed by the Manager, including, without limitation, fees and expenses of the Trustees, interest charges, taxes, brokerage commissions, expenses of issue or redemption of shares, fees and expenses of registering and qualifying the Trust and shares of the respective Funds for distribution under federal and state laws and regulations, charges of custodians, auditing and legal expenses, expenses of determining net asset value of the Funds’ shares, reports to shareholders, expenses of meetings of shareholders, expenses of printing and mailing Prospectuses and proxies to existing shareholders, and their proportionate share of insurance premiums and professional association dues or assessments. All general Fund expenses are allocated among and charged to the assets of the respective Funds in accordance with the Funds’ Multi-class Plan pursuant to Rule 18f-3 under the 1940 Act (the “18f-3 Plan”), which may be based on the relative net assets of each Fund and Class. In addition, the Board of Trustees of the Funds approves reimbursements to the Manager for certain costs associated with providing regulatory and compliance services to the Funds. For the twelve months ended March 31, 2009, the Trustees have approved reimbursements that amounted to $180,622. The Funds are also responsible for such non-recurring expenses as may arise, including litigation in which the Funds may be a party, and other expenses as determined by the Trustees. The Funds may have an obligation to indemnify their officers and Trustees with respect to such litigation.

The Funds have received an exemptive order from the 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 a Fund, change the terms of the Advisory Contracts, or enter into new Advisory Contracts with the Advisors. The Manager retains ultimate responsibility to oversee the Advisors and to recommend their hiring, termination, and replacement. Shareholders of a Fund continue to have the right to terminate the Advisory Contract applicable to that Fund at any time by a vote of the majority of the outstanding voting securities of the Fund. Shareholders will be notified of any Advisor changes or other material amendments to an Advisory Contract that occurs under these arrangements.

As compensation for services rendered, each Fund pays the Manager a monthly management fee at the annual rate of: 1.00% of the average daily net assets. On November 1, 2006, the annual rate of the management fee for Long/Short Fund (prior to November 1, 2006 known as Quant Growth and Income Fund) increased from 0.75% to 1.00% of the average daily net assets of the Fund.

The Manager received fees for services rendered for the three most recently ended fiscal years as follows:

	Fiscal Years Ended March 31,
Quant Fund	2007	2008	2009
Small Cap ¹	$1,163,756	$1,645,633	$1,114,281
Long/Short	$576,504	$794,439	$585,446
Emerging Markets	$1,922,070	$4,714,091	$3,532,156
Foreign Value	$6,061,408	$11,137,740	$5,330,934
Foreign Value Small Cap	N/A	N/A	$169,837

¹ It was not necessary for the Manager to reimburse any fees pursuant to its contractual expense limitation.

ADVISORY CONTRACTS

The Board of Trustees, including at least a majority of the Independent Trustees, is required under the 1940 Act to approve the Management and Advisory contracts on an annual basis. In this regard, the Management and Advisory contracts of the Funds are reviewed each year by the Board of Trustees to determine whether the contracts should be renewed for an additional one-year period. Renewal of the contracts requires the majority vote of the Board of Trustees, including a majority of the Independent Trustees. The Board of Trustees includes a majority of Independent Trustees. The Funds’ semi-annual report to be dated September 30, 2009 will contain a detailed discussion of the Board of Trustees’ consideration of the management contract and advisory contracts approved for continuance at Trust’s Board meeting in May 2009. The Funds’ semi-annual report dated September 30, 2008 contains similar information for the prior year’s contract approvals.

Pursuant to an Advisory Contract with the Manager, the Advisor to a Fund furnishes continuously an investment program for the Fund, makes investment decisions on behalf of the Fund, places all orders for the purchase and sale of portfolio

investments for the Fund’s account with brokers or dealers selected by such Advisor and may perform certain limited, related administrative functions in connection therewith.

Each Advisory Contract provides that it will continue in force for two years from its date, and from year to year thereafter, but only so long as its continuance is approved at least annually by (i) vote, cast in person at a meeting called for the purpose, of a majority of those Trustees who are not “interested persons” (as defined in the 1940 Act) of the Advisor, the Manager or the Funds, and by (ii) either the majority vote of all of the Trustees or the vote of a majority of the outstanding voting securities of each Fund to which it relates. Each Advisory Contract may be terminated without penalty with respect to any Fund by vote of the Trustees or the shareholders of that Fund, or by the Manager on not less than 30 nor more than 60 days’ written notice or by the particular Advisor on not less than 30 nor more than 60 days’, or no less than 150 days’ written notice, depending on the Fund. Each Advisory Contract may be amended with respect to any Fund without a vote of the shareholders of that Fund. Each Advisory Contract also terminates without payment of any penalty in the event of its assignment and in the event that for any reason the Management Contract between the Funds and the Manager terminates generally or terminates with respect to that particular Fund.

Each Advisory Contract provides that the Advisor shall not be subject to any liability to the Funds or to the Manager or to any shareholder of the Funds for any act or omission in the course of or connected with the rendering of services thereunder in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties on the part of the Advisor.

For services rendered, the Manager pays to the Advisor of a Fund a fee based on a percentage of the average daily total net assets of the Fund. The fee for each Fund is determined separately. Currently, the fees paid by the Manager to the Advisors of the Funds are as follows:

Small Cap*

0.47% of average daily total net assets

Long/Short**

0.45% of the first $100 million and

0.40% of amounts in excess of $100 million;

Emerging Markets

0.40% of average daily total net assets;

Foreign Value

0.35% of the first $35 million,

0.40% of amounts in excess of $35 million but less than $200 million and

0.50% of assets in excess of $200 million of average daily total net assets

Foreign Value Small Cap

0.35% of the first $35 million and

0.40% of amounts in excess of $35 million but less than $200 million and

0.50% of amounts in excess of $200 million.

*	Prior to January 1, 2009 the fee paid was 0.50% of average daily total net assets.

** Effective January 1, 2009 through December 31, 2009 the fee paid is 0.425% of the first $100 million and 0.40% of amounts in excess of $100 million.

For services rendered for the three most recently ended fiscal years, the applicable Advisor received fees of, as follows:

	Fiscal Years Ended March 31,
Quant Fund		2007	2008	2009
Small Cap		$581,878	$ 822,816	$551,990
Long/Short ¹		$236,658	$ 318,421	$260,170
Emerging Markets		$768,828	$1,885,636	$1,412,862
Foreign Value		$2,813,204	$5,351,370	$2,432,872 ³
Foreign Value Small Cap ²		N/A	N/A	$59,443

¹ Prior to November 1, 2006, the Fund’s name was Quant Growth and Income Fund. On November 1, 2006, the management fee for Long/Short Fund increased to an annual rate of 1.00% from 0.75% of the average daily net assets of this Fund.

² The Foreign Value Small Cap Fund commenced operations on May 1, 2008.

³ Fees in the amount of $15,095 were accrued through March 31, 2009, but were paid in the following fiscal year.

ADVISORS

Quant Small Cap Fund

Columbia Partners, L.L.C., Investment Management, (“Columbia”) 5425 Wisconsin Avenue, Suite 700, Chevy Chase, MD 20815 serves as Advisor to the Small Cap Fund. As of March 31, 2009, the firm had approximately $2.1 billion in assets under management for individual, pension plan and endowment accounts and other institutional accounts.

Quant Long/Short Fund

Analytic Investors, LLC (“Analytic”), 555 West Fifth Street, 50 ^th Floor, Los Angeles, CA 90013, serves as the Advisor to the Long/Short Fund. Analytic is a subsidiary of Old Mutual plc, a multi-national financial services firm. Analytic had approximately $7.6 billion of assets under management as of March 31, 2009. Prior to January 2, 2008, SSgA Funds Management, Inc. (and its predecessor entity) had managed the Long/Short Fund since its inception.

Quant Emerging Markets Fund

PanAgora Asset Management, Inc (“PanAgora”), 470 Atlantic Avenue, 8 ^th Floor, Boston, MA 02110 (“PanAgora”) serves as Advisor to the Emerging Markets Fund. As of March 31, 2009, the firm had approximately $11.4 billion in assets under management in portfolios of institutional pension and endowment funds, among others. Putnam Investments LLC, an investment advisor which is a wholly owned subsidiary of Great West Lifeco, Inc., is a majority owner and thus a control person of PanAgora.

Quant Foreign Value Fund and Quant Foreign Value Small Cap Fund

Polaris Capital Management, LLC. (“Polaris”), 125 Summer Street, Boston, MA 02110 (“Polaris”) serves as Advisor to the Foreign Value Fund and Foreign Value Small Cap Fund. As of March 31, 2009, the firm had $1.6 billion under management for institutional clients and wealthy individuals. Bernard R. Horn, Jr. is the majority owner and is thus a control person of Polaris.

PORTFOLIO MANAGERS

The portfolio managers for each Fund are listed below.

In some instances a portfolio manager manages other investment companies and/or investment accounts in addition to the Quant Fund for which he or she serves as portfolio manager. The following tables show, as of the Funds’ most recent fiscal year end March 31, 2009, 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.

Quant Small Cap Fund – Columbia (as of March 31, 2009)

Portfolio Manager:	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
Robert A. von Pentz	Registered Investment Companies	0	N/A	0	0
	Other Pooled Investment Vehicles	0	0	0	0
	Other Accounts	159	$908.2 million	1	$24 million
Rhys Williams
	Registered Investment Companies	0	N/A	0	N/A
	Other Pooled Investment Vehicles	1	$122 million		$122 million
	Other Accounts	107	$794.2 million	2	$83 million
Gráinne Coen
Gráinne Coen	Registered Investment Companies	0	N/A	0	N/A

	Other Pooled Investment Vehicles	1	$122 million	1	$122 million
	Other Accounts	107	$794.2 million	2	$83 million
Matt Williams
	Registered Investment Companies	0	N/A	0	N/A
	Other Pooled Investment Vehicles	1	N/A	1	N/A
	Other Accounts	105	$612.7 million	1	$24 million

Dan Goldstein
	Registered Investment Companies	0	N/A	0	N/A
	Other Pooled Investment Vehicles	0	N/A	0	N/A
	Other Accounts	159	$908.2 million	1	$24 million
Mark Tindall
	Registered Investment Companies	0	N/A	0	N/A
	Other Pooled Investment Vehicles	0	N/A	0	N/A
	Other Accounts	159	$908.2 million	1	$24 million

*For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies.

Quant Long/Short Fund – Analytic (as of March 31, 2009)

Portfolio Manager:	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
Harindra de Silva	Registered Investment Companies	14	$2,833.1 million	0	N/A
	Other Pooled Investment Vehicles	18	$1,568.0 million	9	$727.8 million
	Other Accounts	33	$2,324.0 million	13	$855.1 million
Dennis Bein
	Registered Investment Companies	13	$2739.5 million	0	N/A
	Other Pooled Investment Vehicles	19	$2,154.3 million	9	$1,357.3 million
	Other Accounts	35	$2,221.6 million	13	$855.1 million
Steve Sapra
	Registered Investment Companies	10	$2,506.8 million	0	N/A
	Other Pooled Investment Vehicles	12	$1,566.9 million	6	$1,004.6 million
	Other Accounts	30	$1,912.5 million	8	$646.1 million

* For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies.

Quant Emerging Markets Fund – PanAgora (as of March 31, 2009)

Joel G. Feinberg	Registered Investment Companies	9	$574 million	n/a	n/a
	Other Pooled Investment Vehicles	27	$3,369 million	5	$368 million
	Other Accounts	51	$2,498 million	5	$421 million
Dmitri Kantsyrev, Ph.D., CFA (Analyst)
	Registered Investment Companies	8	$573 million	n/a	n/a
	Other Pooled Investment Vehicles	22	$2,491 million	5	$368 million
	Other Accounts	29	$1,827 million	5	$421 million
Ronald Hua, CFA
	Registered Investment Companies	9	$574 million	n/a	n/a
	Other Pooled Investment Vehicles	27	$3,369 million	5	$368 million
	Other Accounts	51	$2,498 million	5	$421 million
Sanjoy Ghosh, Ph.D.
	Registered Investment Companies	8	$573 million	n/a	n/a
	Other Pooled Investment Vehicles	22	$2,491 million	5	$368 million
	Other Accounts	29	$1,827 million	5	$421 million

For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies.

Quant Foreign Value Fund - Polaris (as of March 31, 2009)

Portfolio Manager:	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.	Registered Investment Companies	3	246 million	0	0
	Other Pooled Investment Vehicles	14	$789 million	0	0
	Other Accounts	19	339 million	0	0
Sumanta Biswas, CFA
	Registered Investment Companies	3	$246 million	0	0
	Other Pooled Investment Vehicles	14	789 million	0	0
	Other Accounts	19	$339 million	0	0

Quant Foreign Value Small Cap Fund – Polaris (as of March 31, 2009)

Portfolio Manager:	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.	Registered Investment Companies	3	$463 million	0	0
	Other Pooled Investment Vehicles	14	$789 million	0	0
	Other Accounts	19	$339 million	0	0

Sumanta Biswas, CFA	Registered Investment Companies	3	$463 million	0	0
	Other Pooled Investment Vehicles	14	$789 million	0	0
	Other Accounts	19	$339 million	0	0

Bin Xiao (Analyst)	Registered Investment Companies	3	$463 million	0	0
	Other Pooled Investment Vehicles	14	$789 million	0	0
	Other Accounts	19	$339 million	0	0

Andry Sutanto (Analyst)	Registered Investment Companies	3	$463 million	0	0
	Other Pooled Investment Vehicles	14	$789 million	0	0
	Other Accounts	19	$339 million	0	0

Richard V. Howe, CFA	Registered Investment Companies	3	$463 million	0	0
	Other Pooled Investment Vehicles	14	$789 million	0	0
	Other Accounts	19	$339 million	0	0

* For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies excluding the Quant Funds.

The following table shows the dollar range of shares of a Fund that were beneficially owned by each portfolio manager as of the Fund’s most recent fiscal year most recently ended.

Quant Fund and Portfolio Manager

Dollar Range of Equity Securities Owned

Small Cap (Columbia)

$0 - $10,000

$10,001 -

$50,000

$50,001 - $100,000

$100,001 - $500,000

Over $500,000

Robert A. von Pentz	None
Rhys Williams	None

Long/Short (Analytic)	$0 - $10,000	$10,001 - $50,000	$50,001 - $100,000	$100,001 - $500,000	$100,001 - $500,000	Over $500,000
All Portfolio Managers on Team*	None

Emerging Markets (PanAgora)	$0 - $10,000	$10,001 - $50,000	$50,001 - $100,000	$100,001 - $500,000	$100,001 - $500,000	Over $500,000
Joel G. Feinberg	None
Dmitri Kantsyrev, Ph.D., CFA	None
Ronald Hua, CFA	None
Sanjoy Ghosh, Ph.D.	None
Foreign Value (Polaris)	$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
Sumanta Biswas	None
Bin Xiao	None
Andry Sutanto	x
Richard V. Howe, CPA				X
Foreign Value Small Cap (Polaris)	$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
Sumanta Biswas	None
Bin Xiao	None
Andry Sutanto	None
Richard V. Howe, CPA	None

* Team includes Harindra de Silva, Dennis Bein and Steve Sapra.

It is possible that conflicts of interest may arise in connection with the portfolio managers’ management of a Fund’s investments on the one hand and the investments of other accounts for which the portfolio manager is responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Portfolio and other accounts he or she advises. In addition, due to differences in the investment strategies or restrictions between a Portfolio and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Portfolio. In some cases, another account managed by a portfolio manager may compensate the investment adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his or her discretion in a manner that he or she believes is equitable to all interested persons.

Columbia Compensation Structure and Method Used to Determine Compensation: The portfolio managers are compensated with a base salary, bonus, and dividends from their ownership of Columbia. The base salary is fixed. The bonus is based on a formula which takes into account the revenues generated by each product category (based upon a fixed percentage of any applicable management fees received) and by the relative performance vs. comparable peer group managers as reported by SPARS (by FACTSET). Mr. Williams manages certain hedged assets, including the Victor Equity Fund, all of which are eligible for performance fees as well as management fees, from which he receives a fixed percentage of any fees paid to Columbia. In addition, both receive income distributions based on a fixed formula of the profitability of Columbia in proportion to their ownership. Overall compensation is structured to reward employees for their individual and company accomplishments based on investment performance, effectiveness, and client satisfaction.

Analytic Compensation Structure and Method Used to Determine Compensation: Analytic’s compensation structure for professional employees consists of an industry median base salary (based on independent industry information) and an annual discretionary bonus. Bonus amounts are determined using the following factors: the overall success of Analytic in terms of profitability; the overall success of the department or team; and an individual’s contribution to the team, based on goals established during the performance period. Compensation based on investment strategy performance is not tied to individual account performance, but rather to each strategy as a whole. Strategy performance information is based on pre-tax calculations for the prior calendar year. No portfolio manager is directly compensated a portion of an advisory fee based on the performance of a specific account. To promote continuity, the firm offers profit-sharing incentives on an annual basis. In order to continue to attract and retain key personnel for Analytic, the Board of Managers of the firm adopted an equity plan for key employees of the firm in October 2007, which allows certain key employees of the firm to hold (collectively) up a maximum of 24.9% in direct or indirect non-voting equity interests in the firm. Portfolio managers’ base salaries are typically reviewed on an annual basis determined by each portfolio manager’s anniversary date of employment. Discretionary bonuses are determined annually, upon analysis of information from the prior calendar year.

PanAgora Compensation Structure and Method Used to Determine Compensation: Portfolio managers at PanAgora Asset Management, Inc. for Emerging Markets Fund receive a fixed base salary. Discretionary bonuses are based on total firm performance as well as individual employee objectives which may include investment performance as measured against the performance of the S&P 500 Index, the Russell 2000 Index, the MSCI EM Index and the MSCI EAFE and each portfolio manager’s role in raising or retaining assets. PanAgora Asset Management, Inc. may consider sharing a portion of a performance fee, if applicable received with the management team.

Polaris Compensation Structure and Method Used to Determine Compensation: All cash flow earned by the firm is distributed to personnel annually in the form of a salary, bonus, retirement plan contribution or equity compensation. Cash flow of the firm is a direct function of the size of assets under management. At the senior level, bonus ranges from 0% to unlimited upside since base salary is kept at a minimum. The typical bonus range is more than 75% of base. At the junior level the bonus currently represents 0 – 50% of base. Overall compensation is based on annual firm profits which are a function of assets under management, and therefore, performance. There is no formal split between specific performance targets and subjective criteria.

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 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 Funds and will purchase shares for resale only against orders for shares. The Distribution Agreement calls for the Distributor to use its best efforts to secure purchasers for shares of the Funds.

Distribution Plan. To permit the Funds to pay a monthly fee to the Distributor, the Funds have adopted a distribution plan (the “12b-1 Plan”) on behalf of their Ordinary Shares pursuant to Rule 12b-1 under the 1940 Act to pay for the marketing and distribution of each Fund’s Ordinary Shares including all expenses of preparing, printing and distributing advertising and sales literature and for services provided to shareholders of the each Fund’s Ordinary shares. The fee is not directly tied to the Distributor’s expenses. If expenses exceed the Distributor’s fees, the Funds are not required to reimburse the Distributor for excess expenses; if the Distributor’s fees exceed the expenses of distribution, the Distributor may realize a profit.

Each Quant Fund pays the Distributor a monthly fee at the annual rate of 0.25% of the average daily net asset value of the Fund’s Ordinary Shares held in shareholder accounts opened during the period the 12b-1 Plan is in effect, as determined at the close of each business day during the month.

For the fiscal year ended March 31, 2009, the Funds’ paid to the Distributor fees pursuant to the 12b-1 Plan as follows:

Quant Fund	Ordinary Shares
Small Cap	$231,485
Long/Short ¹	$144,346
Emerging Markets	$799,113
Foreign Value	$1,120,825
Foreign Value Small Cap	$32,633

¹ Prior to November 1, 2006, the Fund’s name was Quant Growth and Income Fund.

Rule 12b-1 provides that any payments made by an investment company to a distributor must be made pursuant to a written plan describing all material aspects of the proposed financing of distributions and that all agreements with any person relating to implementation of the 12b-1 Plan must be in writing. Continuance of the 12b-1 Plan and the Distribution Agreement is subject to annual approval by a vote of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and have no direct or indirect financial interest in the operation of the plan or related agreements (“Qualified Trustees”), cast in person at a meeting called for the purpose. The 12b-1 Plan may be terminated as to a Fund by the vote of a majority of the Qualified Trustees, or by the vote of a majority of the outstanding voting securities of the Fund. All material amendments to the 12b-1 Plan must be approved by the Qualified Trustees and any amendment to increase materially the amount to be spent pursuant to the 12b-1 Plan must be approved by the vote of a majority of the outstanding voting securities of the Fund. The Trustees of the Funds review quarterly a written report of the amounts so expended and the purposes for which such expenditures were made. The 12b-1 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 Funds.

	Deferred Sales Charges Paid Fiscal Year Ended March 31, 2009
Quant Fund		U.S. Boston Capital Corporation	Other dealers	Total
Small Cap		$8,996	$ 0	$8,996
Long/Short		$5,986	$ 0	$5,986
Emerging Markets		$16,728	$ 0	$16,728
Foreign Value		$15,454	$ 0	$15,454
Foreign Value Small Cap		$1,040	$ 0	$1,040
Total		$48,204	$ 0	$48,204

Marketing and Intermediary Support Payments/Revenue Sharing Arrangements

In addition to payments made by the Funds to the Distributor under the 12b-1 Plan, to support distribution and servicing efforts, the Funds’ Manager may make payments to certain intermediaries or their affiliates (including the Funds’ Distributor) out of its own assets (and not the Funds’).

In this regard, the Manager currently pays the Distributor a monthly fee at the annual rate of up to (1) 0.30% of the average net asset value of Institutional Shares of each Fund held by shareholder accounts for which certain employee sales agents of the Distributor are named as broker-of-record, and (2) 0.25% of the average net asset value of Ordinary Shares of each Fund held by shareholder accounts for which certain employee sales agents of the Distributor are named as broker-of-record. In addition, the Manager may pay, as needed, additional amounts to support distribution and servicing efforts.

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 12b-1 Plan as a condition of such unaffiliated brokers agreeing to sell shares of the Funds. In this regard, the Manager has established arrangements for the Funds to be included on platforms or “supermarkets” 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 12b-1 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’).

Quant Affiliates make these payments from their own resources (and not out of the assets of the Funds), which include resources that derive from compensation for providing services to the Quant Funds. Such additional payments are not reflected in and do not change the expenses paid by investors for the purchase of a share of a Fund as set forth in the “Fees and Expenses” table in the Prospectus. These additional payments are described below. The Funds, the Manager and the Advisors do not consider an intermediary’s sales of Fund shares as a factor when choosing brokers or dealers to effect portfolio transactions for the Funds.

A financial intermediary’s 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 distributor’s promotional efforts. The receipt of additional compensation for Quant Affiliates may be an important consideration in a financial intermediary’s willingness to support the sale of the Quant Funds through the financial intermediary’s 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.

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 intermediary’s mutual fund trading system.

The same financial intermediary may receive payments under more than one arrangement described herein. Many financial intermediaries that sell shares of Quant Funds receive one or more types of these payments. A Quant Affiliate negotiates these arrangements individually with financial intermediaries and the amount of payments and the specific arrangements may differ significantly.

As of July 30, 2009, the Manager anticipates that the following financial intermediaries or their affiliates will receive revenue sharing payments as described in the Quant Fund’s Prospectus and this SAI:

Ameriprise

Charles Schwab & Co., Inc.

Datalynx/First Trust/Fiserv

E*Trade

Fidelity Institutional Operations Co.

The Standard, formerly Invesmart Securities, LLC

MSCS/MG Trust

Merrill Lynch

Morgan Stanley

National Financial Services LLC

NY Life/Fiserv

Pershing LLC

Prudential (Wachovia)

Reliance Trust

SEI Private Trust

SunGard

TD Ameritrade

The Retirement Plan Company /GoldK

Trust Company of America

UBS Financial Services

Vanguard Brokerage Services

Vertical Management

Wilmington Trust

Wilmington Trust Retirement Institutional Services

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 Bank & Trust Company (“Custodian”) is the custodian of each Fund’s securities and cash. The Custodian’s responsibilities include safekeeping and controlling the Funds’ cash and securities, handling the receipt and delivery of securities, determining income and collecting interest and dividends on the Funds’ investments, maintaining books of original entry for portfolio and fund accounting and other required books and accounts, and calculating the daily net asset value of each class of shares of the Funds. The Custodian does not determine the investment policies of the Funds or decide which securities the Funds will buy or sell. The Funds may, however, invest in securities of the Custodian and may deal with the

Custodian as principal in securities transactions. Custodial services are performed at the Custodian’s office at 801 Pennsylvania Ave., Kansas City, MO 64105.

ADMINISTRATOR

Quantitative Investment Advisors, Inc. (“Administrator”) provides certain administrative services to the Trust under an Administration Agreement dated November 1, 2008. For its services the Administrator received a fee of $104,165 for the fiscal year ended March 31, 2009.

TRANSFER AGENT

Quantitative Institutional Services (“Transfer Agent”), a division of the Manager, is the transfer agent and dividend disbursing agent for each of the Funds. Account balances and other shareholder inquiries can be directed to the Transfer Agent at 800-326-2151. For its services, the Transfer Agent received a base fee of 0.16% of average total net asset value of each class of shares of the Funds. The Transfer Agent is also reimbursed for out of pocket expenses and for other services approved by the Trustees.

All mutual fund transfer, dividend disbursing and shareholder services activities are performed at the offices of Quantitative Institutional Services, 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773. In certain instances, other intermediaries may perform some or all of the transaction processing, recordkeeping or shareholder services which would otherwise be provided by Transfer Agent. Transfer Agent or its affiliates may make payments, out of their own assets, to intermediaries, including those that sell shares of the Funds, for transaction processing, recordkeeping or shareholder services (up to 0.25% under certain current arrangements).

For example, Fund shares may be owned by certain intermediaries for the benefit of their customers. Because the Transfer Agent often does not maintain Fund accounts for shareholders in those instances, some or all of the recordkeeping services for these accounts may be performed by intermediaries. In addition, retirement plans may hold Fund shares in the name of the plan, rather than in the name of the participant. Plan record keepers, who may have affiliated financial intermediaries who sell shares of the Funds, may, at the discretion of a retirement plan’s 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.

PORTFOLIO TRANSACTIONS

INVESTMENT DECISIONS. Investment decisions for a Fund and for other investment advisory clients of the Manager or that Fund’s 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 day’s transactions in such security are, insofar as possible, allocated between such clients in a manner designed to be equitable to each, taking into account among other things the amount being purchased or sold by each. There may be circumstances when purchases or sales of portfolio securities for one or more clients will have an adverse effect on other clients.

BROKERAGE AND RESEARCH SERVICES. Transactions on stock exchanges and other agency transactions involve the payment by the Funds of negotiated brokerage commissions. Such commissions vary among different brokers. Also, a particular broker may charge different commissions according to such factors as the difficulty and size of the transaction. There is generally no stated commission in the case of securities traded in the over-the-counter markets, but the price paid by the Funds usually includes an undisclosed dealer commission or mark-up. In underwritten offerings, the price paid includes a disclosed, fixed commission or discount retained by the underwriter or dealer.

All orders for the purchase and sale of portfolio securities for each Fund are placed, and securities for the Fund bought and sold, through a number of brokers and dealers. In so doing, the Manager or Advisor uses its best efforts to obtain for the Fund

the most favorable price and execution available, except to the extent that it may be permitted to pay higher brokerage commissions as described below. In seeking the most favorable price and execution, the Manager or Advisor, having in mind the Fund’s best interests, considers all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker-dealer involved and the quality of service rendered by the broker-dealer in other transactions.

It has for many years been common practice in the investment advisory business for advisers of investment companies and other institutional investors to receive research, statistical and quotation services from broker-dealers which execute portfolio transactions for the clients of such advisers. Consistent with this practice, the Advisors and the Manager may receive research, statistical and quotation services from certain broker-dealers with which the Manager or Advisors place the Funds’ portfolio transactions. These services, which in some instances may also be purchased for cash, include such matters as general economic and securities market reviews, industry and company reviews, evaluations of securities and recommendations as to the purchase and sale of securities. Some of these services are of value to the Advisors or the Manager in advising various of their clients (including the Funds), although not all of these services are necessarily useful and of value in advising the Funds. The fees paid to the Advisors by the Manager or paid to the Manager by the Funds are not reduced because the Advisors or the Manager receive such services.

As permitted by Section 28(e) of the 1934 Act, and by the Advisory Contracts, the Manager or Advisors may cause the Funds to pay a broker-dealer which provides “brokerage and research services” (as defined in that Act) to the Manager or Advisors an amount of disclosed commission for effecting a securities transaction for the Fund in excess of the commission which another broker-dealer would have charged for effecting that transaction. The Manager’s or Advisors’ authority to cause the Funds to pay any such greater commissions is subject to such written policies as the Trustees may adopt from time to time.

Consistent with the Conduct Rules of FINRA and with the requirements of Rule 12(b)-1(h)(1) of the 1940 Act, and, subject to seeking the most favorable price and execution available and such other policies as the Trustees may determine, the Manager or Advisors may use broker-dealers who sell shares of the Funds to execute portfolio transactions for the Funds.

Pursuant to conditions set forth in rules of the SEC, the Funds may purchase securities from an underwriting syndicate of which U.S. Boston Capital Corporation is a member (but not from U. S. Boston Capital Corporation itself). The conditions relate to the price and amount of the securities purchased, the commission or spread paid, and the quality of the issuer. The rules further require that such purchases take place in accordance with procedures adopted and reviewed periodically by the Trustees, particularly those Trustees who are not “interested persons” of the Fund.

Brokerage commissions paid by the Funds on portfolio transactions for the three most recently ended fiscal years as follows:

	Fiscal Year Ended March 31,
Fund	2007	2008	2009

Small Cap Fund	$170,596	$243,566	$329,504
Long/Short Fund	$114,311	$257,459	$183,708
Emerging Markets Fund*	$147,240	$159,125	$347,040
Foreign Value Fund	$955,725	$1,804,491	$541,826
Foreign Value Small Cap Fund	N/A	N/A	$27,114

*The increase in brokerage commissions was due to enhancements made to the quantitative model during the fiscal year ended March 31, 2009.

None of such commissions was paid to a broker who was an affiliated person of the Funds or an affiliated person of such a person or, to the knowledge of the Funds, to a broker an affiliated person of which was an affiliated person of the Fund, the Manager or any Advisor.

DISCLOSURE OF PORTFOLIO HOLDINGS

The Funds’ Board of Trustees has adopted, on behalf of the Funds’, policies and procedures relating to disclosure of the Funds’ portfolio securities. These policies and procedures are designed to protect the confidentiality of each Fund’s 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.

Confidential Dissemination to Outside Parties

• The Manager or Adviser may disclose the Funds’ portfolio holdings information to unaffiliated parties prior to the time such information has been disclosed to the public through a filing with the SEC only if an Authorized Person (as defined below) determines that:

there is a legitimate business purpose for the disclosure; and

the recipient is subject to a confidentiality agreement or a duty not to trade on or disclose the nonpublic information.

•

A legitimate business purpose includes disseminating or providing access to portfolio information to:

the Trust’s service providers (e.g., custodian, counsel, independent auditors) in order for the service providers to fulfill their contractual duties to the Trust;

a newly hired Subadvisor prior to the Subadvisor commencing its duties;

the subadvisor of a Fund that will be the surviving Fund in a merger; and

o firms that provide pricing services, proxy voting services and research and trading services.

•

The confidentiality agreement must contain the following provisions:

The Trust’s portfolio information is the confidential property of the Trust and may not be used for any purpose except in connection with the provision of services to the Trust;

The information may not be traded upon; and

The recipient agrees to limit access to the information to its employees and agents who shall be subject to a duty to keep and treat such information as confidential.

Currently, arrangements are in place to make available portfolio holdings information to the following Service Providers.

Name of Entity

Type of Service

Frequency

Lag Time

Proxy Edge

Proxy Voting

Daily

None

Institutional Shareholder Services

(ISS)

Proxy Voting

Daily

None

•

The information that may be disseminated to such outside parties is limited to information that the Adviser believes is reasonably necessary in connection with the services to be provided by the recipient.

•

Non-public portfolio information may not be disseminated for compensation or other consideration.

• The Trust’s Chief Compliance Officer, principal executive or principal accounting officer, or persons designated by such officers, (each, an “Authorized Person”) is authorized to disseminate nonpublic portfolio information, but only in accordance with these procedures.

•

Any exceptions to these procedures may be made only if approved by the Trust’s Chief Compliance Officer as in the best interests of the Trust, and only if such exceptions are reported to the Trust’s Board of Trustees at its next regularly scheduled meeting.

Dissemination within the Manager and Subadvisors

•

Dissemination of nonpublic portfolio information to employees of the Manager and Subadvisors shall be limited to those persons:

who are subject to a duty to keep such information confidential; and

who need to receive the information as part of their duties.

Dissemination to Shareholders

•

As a general matter, the Trust disseminates portfolio holdings to shareholders only in the Annual or Semiannual Reports or in other formats that are generally available on a contemporaneous basis to all such shareholders or the general public.

Shareholder Reports. The Trust publicly discloses their portfolio holdings twice a year in the annual and semi-annual report to shareholders. These reports must be mailed within 60 days after the end of the reporting period. These reports are filed with the SEC.

Form N-Q . The Trust is required to file their complete portfolio holdings on Form N-Q as of the close of the first and third quarters of each year. The reports must be filed with the SEC not later than 60 days after the close of the quarter.

C. On the Trust’s website www.quantfunds.com . The Funds’ full securities holdings are generally posted monthly, but at least quarterly, approximately 7 business days after month or quarter end.

Disclosures Required by Law

No provision of these procedures is intended to restrict or prevent the disclosure of portfolio holding information that may be required by applicable law or which are requested by governmental authorities.

Periodic Review

Compliance with the Trust’s portfolio holdings disclosure policy is subject to periodic review by the Board of Trustees, including a review of any exceptions permitted under the policy.

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 broker’s 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 broker’s authorized designee and accepted by the Fund.

EXCHANGE OF SECURITIES FOR SHARES OF THE FUNDS. Applications to exchange common stocks for Fund shares must be accompanied by stock certificates (if any) and stock powers with signatures guaranteed by domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies or savings associations. Securities accepted by the Funds will be valued as set forth under CALCULATION OF NET ASSET VALUE in the Prospectus as of the time of the next determination of net asset value after such acceptance. Shares of a Fund are issued at net asset value determined as of the same time. All dividends, subscription, or other rights which are reflected in the market price of accepted securities at the time of valuation become the property of the Funds and must be delivered to the Funds by the investor upon receipt from the issuer. A gain or loss for Federal income tax purposes would be realized by the investor upon the exchange depending upon the cost of the securities tendered.

OPEN ACCOUNT SYSTEM. Under the Funds’ Open Account System all shares purchased are credited directly to your account in the designated Fund at the time of purchase. All shares remain on deposit with the Transfer Agent. No certificates are issued.

The following services are currently offered by the Open Account System:

1. You may make additional investments in a Fund by sending a check in U.S. dollars (made payable to “Quantitative Group of Funds”) to the Funds, by wire, or by online ACH transactions, as described under HOW TO INVEST in the Prospectus.

2. You may select one of the following distribution options which best fits your needs.

* REINVESTMENT PLAN OPTION: Income dividends and capital gain distributions paid in additional shares at net asset value.

* INCOME OPTION: Income dividends paid in cash, capital gain distributions paid in additional shares at net asset value.

* CASH OPTION: Income dividends and capital gain distributions paid in cash.

You should indicate the Option you prefer, as well as the other registration details of your account, on the Account Application. The Reinvestment Plan Option will automatically be assigned unless you select a different option. Dividends and distributions paid on a class of shares of a Fund will be paid in shares of such class taken at the per share net asset value of such class determined at the close of business on the ex-date of the dividend or distribution or, at your election, in cash.

3. You will receive a statement setting forth the most recent transactions in your account after each transaction which affects your share balance.

The cost of services rendered under the Open Account System to the holders of a particular class of shares of a Fund are borne by that class as an expense of all shareholders of that class. However, in order to cover additional administrative costs, any shareholder requesting a historical transcript of his account will be charged a fee based upon the number of years researched. There is a minimum fee of $5. The right is reserved on 60 days’ written notice to make charges to individual investors to cover other administrative costs of the Open Account System.

TAX DEFERRED RETIREMENT PLANS.

ACCOUNTS OFFERED BY THE FUNDS. The Funds offer tax-deferred accounts, for which State Street Bank and Trust Company acts as custodian, including:

•	Traditional Individual Retirement Accounts (IRAs)

•

Roth IRAs

•	Simplified Employee Pension Plans (SEP-IRAs)

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.

Contributions to a traditional IRA will generally 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 individual’s income. Distributions from traditional IRAs are generally taxable as ordinary income. Contributions to a Roth IRA are generally not deductible. However, withdrawals generally 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 generally not taxable as long as they are held in the IRA.

OTHER RETIREMENT PLANS. Fund shares also may be made available as an investment under other tax-favored retirement plans, such as qualified pension plans and qualified profit sharing plans, including 401(k) plans.

HOW TO EXCHANGE

The procedures for exchanging shares of one Fund for those of another are also described in the Prospectus under HOW TO EXCHANGE.

An exchange involves a redemption of all or a portion of shares of one class of a Fund and the investment of the redemption proceeds in shares of a like class in another Fund. The redemption will be made at the per share net asset value of the particular class of shares of a Fund being redeemed which is next determined after the exchange request is received in proper order.

The shares of the particular class of shares of a Fund being acquired will be purchased when the proceeds from the redemption become available, normally on the day of the exchange request, at the per share net asset value of such class next determined after acceptance of the purchase order by the Fund being acquired in accordance with the customary policy of that Fund for accepting investments.

The exchange of shares of one class of a Fund for shares of a like class of another Fund will constitute a sale for federal income tax purposes on which the investor will realize a capital gain or loss.

The exchange privilege may be modified or terminated at any time, and the Funds may discontinue offering shares of any Fund or any class of any Fund generally or in any particular State without notice to shareholders.

HOW TO REDEEM

The procedures for redeeming shares of a Fund are described in the Prospectus under HOW TO REDEEM.

Proceeds will normally be forwarded on the second day on which the New York Stock Exchange is open after a redemption request is processed; however, the Funds reserve the right to take up to three (3) business days to make payment. This amount may be more or less than the shareholder’s investment and thus may involve a capital gain or loss for tax purposes. If the shares to be redeemed represent an investment made by check or through the automatic investment plan, the Funds reserve the right not to honor the redemption request until the check or monies have been collected.

The Funds will normally redeem shares for cash, however, the Funds reserve the right to pay the redemption price wholly or partially in kind if the Board of Trustees determines it to be advisable and in the interest of the remaining shareholders of the Funds. The redemptions in kind will be selected by the Manager or Advisor in light of the Fund’s objective and will not generally represent a pro rata distribution of each security held in the Fund’s portfolio. If portfolio securities are distributed in lieu of cash, the shareholder will normally incur brokerage commissions upon subsequent disposition of any such securities. However, the Funds have elected to be governed by Rule 18f-1 under the 1940 Act, pursuant to which the Funds are obligated to redeem shares solely in cash for any shareholder during any 90-day period up to the lesser of $250,000 or 1% of the total net asset value of the Fund at the beginning of such period. A redemption constitutes a sale of shares for federal income tax purposes on which the investor may realize a long- or short-term capital gain or loss. See also “Taxation” below.

Shareholders are entitled to redeem all or any portion of the shares credited to their accounts by submitting a written request for redemption to Quantitative Group of Funds. Shareholders who redeem more than $100,000, or request that the redemption proceeds be paid to someone other than the shareholders of record or sent to an address other than the address of record, must have their signature(s) guaranteed by domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies or savings associations. If the shareholder is a corporation, partnership, agent, fiduciary or surviving joint owner, the Funds may require additional documentation of a customary nature. Shareholders who have authorized the Funds to accept telephone instructions may redeem shares credited to their accounts by telephone. Once made, a telephone request may not be modified or canceled.

The Funds and the Transfer Agent will employ reasonable procedures to confirm that instructions communicated by telephone are genuine. If the Funds and the Transfer Agent fail to do so, they may be liable for any losses due to unauthorized or fraudulent transactions. The Funds provide written confirmation of all transactions effected by telephone and will only mail the proceeds of telephone redemptions to the redeeming shareholder’s address of record.

The Transfer Agent will assess a fee for overnight delivery or to wire the proceeds of a redemption. Such fee will be subtracted from the net redemption amount.

EXCESSIVE TRADING. The Funds intend to deter market timing activities and do not have any agreements to permit any person to market time in the Funds. See Excessive Trading in the Prospectus for more information on the Funds’ policies.

CALCULATION OF NET ASSET VALUE

Portfolio securities are valued each business day at the last reported sale price up to the close of the New York Stock Exchange (ordinarily 4:00 p.m., Eastern Standard Time). Where applicable and appropriate, portfolio securities will be valued using the NASDAQ Official Closing Price. If there is no such reported sale, the securities generally are valued at the mean between the last reported bid and asked prices. For certain securities, where no such sales have been reported, the Fund may value such securities at the last reported bid price. In the event that there is information suggesting that valuation of such securities based upon bid and/or asked prices may not be accurate, a Fund may value such securities in good faith at fair value in accordance with procedures established by the trustees, which may include a determination to value such securities at the last reported sale price.

The Emerging Markets, Foreign Value and Foreign Value Small Cap Funds may invest in securities listed on foreign exchanges that trade on days on which those Funds do not compute net asset value (i.e., Saturdays and New York Stock Exchange holidays) and the net asset value of shares of those Funds may be significantly affected on such days. Securities

quoted in foreign currencies are translated into U.S. dollars, based upon the prevailing exchange rate on each business day. Other assets and securities for which no quotations are readily available are valued at fair value as determined in good faith using procedures approved by the Funds’ Trustees (the “Trustees”). The Fund translates prices for its investments quoted in foreign currencies into U.S. dollars at current exchange rates. As a result, changes in the value of those currencies in relation to the U.S. dollar may affect the Fund’s net asset value. Because foreign markets may be open at different times than the New York Stock Exchange, the value of the Fund’s shares may change on days when shareholders are not able to buy or sell them. If events materially affecting the values of the Fund’s foreign investments occur between the close of foreign markets and the close of regular trading on the New York Stock Exchange, these investments will be valued at their fair value.

The fair value of any restricted securities from time to time held by a Fund is determined by its Advisor in accordance with procedures approved by the Trustees. Such valuations and procedures are reviewed periodically by the Trustees. The fair value of such securities is generally determined as the amount that the Fund could reasonably expect to realize from an orderly disposition of such securities over a reasonable period of time. The valuation procedures applied in any specific instance are likely to vary from case to case. However, consideration is generally given to the financial position of the issuer and other fundamental analytical data relating to the investment and to the nature of the restrictions on disposition of the securities (including any registration expenses that might be borne by the Fund in connection with such disposition). In addition, such specific factors are also generally considered as the cost of the investment, the market value of any unrestricted securities of the same class (both at the time of purchase and at the time of valuation), the size of the holding, the prices of any recent transactions or offers with respect to such securities and any available analysts’ reports regarding the issuer. Short-term investments that mature in sixty-days (60) or less are valued at amortized cost.

Market quotations are not considered to be readily available for long-term corporate bonds, debentures and notes; such investments are stated at fair value on the basis of valuations furnished by a pricing service, approved by the Trustees, which determines valuations for normal, institutional-size trading units of such securities using methods based on market transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders.

For purposes of determining the net asset value per share of each class of a Fund, all assets and liabilities initially expressed in foreign currencies will be valued in U.S. dollars at the mean between the bid and asked prices of such currencies against U.S. dollars.

Generally, trading in foreign securities, as well as corporate bonds, U.S. government securities and money market instruments is substantially completed each day at various times prior to 4:15 p.m. Eastern time upon the close of business on the primary exchange for such securities. The values of such securities used in determining the net asset value of the Funds’ shares are computed as of such other times. Foreign currency exchange rates are also generally determined prior to 4:15 p.m. Eastern time. Occasionally, events affecting the value of such securities may occur between such times and 4:15 p.m. Eastern time which will not be reflected in the computation of the Funds’ net asset value. If events materially affecting the value of the Funds’ securities occur during such a period, then these securities will be valued at their fair value as determined in good faith by the Trustees.

Expenses of the Funds directly charged or attributable to any Fund will be paid from the assets of that Fund. 12b-1 Plan expenses will be borne by holders of Ordinary Shares of the Funds in accordance with the 12b-1 Plan. General expenses of the Funds will be allocated among and charged to the assets of the respective Funds on the basis set forth in the 18f-3 Plan, which may be the relative assets of each Fund or Class.

PRICE OF SHARES

Orders received by an investment dealer or authorized designee, the Transfer Agent or a Quant Fund after the time of the determination of the net asset value will be entered at the next calculated offering price. Note that investment dealers or other intermediaries may have their own rules about share transactions and may have earlier cut-off times than those of the Funds. For more information about how to purchase through your intermediary, contact your intermediary directly.

Prices that appear in the newspaper do not always indicate prices at which you will be purchasing and redeeming shares of a Fund, since such prices generally reflect the previous day’s closing price, while purchases and redemptions are made at the next calculated price. The price you pay for shares, the offering price, is based on the net asset value per share, which is calculated once daily as of approximately 4:00 p.m. Eastern time, which is the normal close of trading on the New York Stock Exchange, each day the Exchange is open. If, for example, the Exchange closes at 1:00 p.m., a Fund’s share price would still be determined as of 4:00 p.m. Eastern time.

DISTRIBUTIONS

Each Fund will be treated as a separate entity for federal income tax purposes (see TAXATION) with its net realized gains or losses being determined separately, and capital loss carryovers determined and applied on a separate Fund basis.

TAXATION

The following discussion summarizes certain U.S. federal income tax considerations generally affecting the Funds and their shareholders. This discussion does not provide a detailed explanation of all tax consequences, and shareholders are advised to consult their own tax advisers with respect to the particular federal, state, local and foreign tax consequences to them of an investment in the Funds. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations issued thereunder, and judicial and administrative authorities as in effect on the date of this Statement of Additional Information, all of which are subject to change, which change may be retroactive. This summary addresses only the consequences to shareholders that are U.S. persons under the Code and does not apply to shareholders that are subject to special treatment under the Code.

Each Fund intends to qualify each year as a regulated investment company (“RIC”) under the Code.

To qualify as a RIC, a Fund must (a) derive in each taxable year at least 90% of its gross income from the following sources: (i) dividends, interest (including tax-exempt interest), payments with respect to certain securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including but not limited to gain from options, futures and forward contracts) derived with respect to its business of investing in such stock, securities or foreign currencies; and (ii) interests in “qualified publicly traded partnerships’’ (as defined in the Code); (b) diversify its holdings so that, at the end of each quarter of each taxable year (i) at least 50% of the market value of the Fund’s total assets is represented by cash and cash items, U.S. government securities, the securities of other regulated investment companies and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding voting securities of such issuer and (ii) not more than 25% of the market value of the Fund’s total assets is invested in the securities (other than U.S. government securities and the securities of other regulated investment companies) of (A) any one issuer, (B) any two or more issuers that the Fund controls and that are determined to be engaged in the same business or similar or related trades or businesses or (C) any one or more ‘‘qualified publicly traded partnerships’’ (as defined in the Code); and (c) distribute to its shareholders each taxable year at least the sum of (i) 90% of the Fund’s investment company taxable income (which includes, among other items, dividends, interest and the excess of any net short-term capital gain over net long-term capital loss and other taxable income, other than any net capital gain, reduced by deductible expenses) determined without regard to the deduction for dividends paid and (ii) 90% of the Fund’s net tax-exempt interest (the excess of its gross tax-exempt interest over certain disallowed deductions).

As a RIC, a Fund generally will not be subject to U.S. federal income tax on its investment company taxable income and net capital gains (the excess of net long-term capital gains over net short-term capital losses), if any, that it distributes to shareholders. Each Fund intends to distribute to its shareholders, at least annually, substantially all of its investment company taxable income and net capital gains. Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% excise tax. To prevent imposition of the excise tax, a Fund must distribute during each calendar year an amount equal to the sum of (1) at least 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, (2) at least 98% of its capital gains in excess of its capital losses (adjusted for certain ordinary losses, as prescribed by the Code) for the one-year period ending on October 31 of the calendar year, and (3) any ordinary income and capital gains for previous years that was not distributed during those years. A distribution will be treated as paid on December 31 of the current calendar year if it is declared by the Fund in October, November or December with a record date in such a month and paid by a Fund during January of the following calendar year. Such distributions will be taxable to shareholders in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received. To prevent application of the excise tax, each Fund intends to make its distributions in accordance with the calendar year distribution requirement.

If, in any taxable year, a Fund fails to qualify as a RIC accorded special tax treatment under the Code, it would be taxed in the same manner as an ordinary corporation and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. In addition, the Fund’s distributions, to the extent derived from its current or accumulated earnings and profits, would constitute taxable dividends to shareholders. Moreover, the Fund would not be required to make any distributions to its shareholders. If a Fund fails to qualify as a RIC in any year, it must pay out its earnings and profits accumulated in that year in order to qualify again as a RIC. Moreover, if the Fund failed to qualify as a RIC for a period greater than one taxable year, the Fund may be required to recognize any net built-in gains with respect to certain of its assets (the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized if the Fund had been liquidated) in order to qualify as a RIC in a subsequent year.

Distributions paid out of a Fund’s investment company taxable income will be taxable to a U.S. shareholder as ordinary income, except to the extent that certain distributions of “qualified dividend income” are taxable at reduced rates when received by individuals. Qualified dividend income generally includes dividends received during the taxable year from domestic

corporations and qualified foreign corporations, provided that the Fund has held the stock in such corporation for more than 60 days during the 121 day period beginning on the date which is 60 days before the date on which such stock becomes ex-dividend with respect to such dividend. If a portion of a Fund’s income consists of dividends paid by U.S. corporations, a portion of the dividends paid by the Fund may be eligible for the 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 Fund’s 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 any tax withheld thereon and shareholders receiving distributions in the form of additional shares will receive a report as to the net asset value of those shares.

The taxation of equity options and over-the-counter options on debt securities is governed by Code section 1234. Pursuant to Code section 1234, the premium received by a Fund for selling a put or call option is not included in income at the time of receipt. If the option expires, the premium is short-term capital gain to the Fund. If a Fund enters into a closing transaction, the difference between the amount paid to close out its position and the premium received is short-term capital gain or loss. If a call option written by a Fund is exercised, thereby requiring the Fund to sell the underlying security, the premium will increase the amount realized upon the sale of such security and any resulting gain or loss will be a capital gain or loss, and will be long-term or short-term depending upon the holding period of the security. With respect to a put or call option that is purchased by a Fund, if the option is sold, any resulting gain or loss will be a capital gain or loss, and will be long-term or short-term, depending upon the holding period of the option. If the option that is purchased by a Fund 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 that is purchased by a Fund is exercised, the cost of the option, in the case of a call option, is added to the basis of the purchased security and, in the case of a put option, reduces the amount realized on the underlying security in determining gain or loss.

Certain options and futures contracts in which a Fund may invest are “section 1256 contracts.” Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses; however, foreign currency gains or losses (as discussed below) arising from certain section 1256 contracts may be treated as ordinary income or loss. Also, section 1256 contracts held by a Fund at the end of each taxable year (and, generally, for purposes of the 4% excise tax, on October 31 of each year) are “marked-to-market” (that is, treated as sold at fair market value), resulting in unrealized gains or losses being treated as though they were realized. Foreign taxes generally may not be deducted by a shareholder who is an individual in computing the alternative minimum tax.

Generally, the hedging transactions undertaken by the Fund may result in “straddles” for U.S. federal income tax purposes. The straddle rules may affect the character of gains (or losses) realized by a Fund. In addition, losses realized by the Fund on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating the taxable income for the taxable year in which the losses are realized. Because only a few regulations implementing the straddle rules have been promulgated, the tax consequences to a Fund of engaging in hedging transactions are not entirely clear. Hedging transactions may increase the amount of short-term capital gain realized by a Fund which is taxed as ordinary income when distributed to shareholders. Each Fund may make one or more of the elections available under the Code which are applicable to straddles. If a Fund makes any of the elections, the amount, character and timing of the recognition of gains or losses from the affected straddle positions will be determined under rules that vary according to the election(s) made. The rules applicable under certain of the elections may operate to accelerate the recognition of gains or losses from the affected straddle positions. Because the application of 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 that may be distributed to shareholders, and that will be taxed to them as ordinary income or long-term capital gain, may be increased or decreased as compared to a Fund that did not engage in such hedging transactions.

Notwithstanding any of the foregoing, a Fund may recognize gain (but not loss) from a constructive sale of certain “appreciated financial positions” if the Fund enters into a short sale, offsetting notional principal contract, futures 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, futures 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 on or before the 30th day after the close of the taxable year if the Fund holds the appreciated financial position unhedged throughout the 60-day period beginning with the day such transaction was closed.

Unless certain constructive sale rules (discussed above) apply, a Fund will not realize gain or loss on a short sale of a security until it closes the transaction by delivering the borrowed security to the lender. Pursuant to Code Section 1233, all or a portion of any gain arising from a short sale may be treated as short-term capital gain, regardless of the period for which the Fund held the security used to close the short sale. In addition, the Fund’s 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. Certain short sales against the box and other transactions, however, will be treated as a constructive sale of the underlying security held by the Fund, thereby requiring recognition of gain with respect to such securities and may result in long-term gain or loss if the underlying securities

have been held for more than twelve months. Similarly, if a Fund enters into a short sale of property that becomes substantially worthless, the Fund will recognize gain at that time as though it had closed the short sale. Future Treasury regulations may apply similar treatment to other transactions with respect to property that becomes substantially worthless.

Under the Code, gains or losses attributable to fluctuations in exchange rates that occur between the time a Fund accrues receivables or liabilities denominated in a foreign currency, and the time the Fund actually collects such receivables or pays such liabilities, generally are treated as ordinary income or ordinary loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain options, futures and forward contracts, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary gain or loss. These gains or losses, referred to under the Code as “section 988” gains or losses, may increase or decrease the amount of a Fund’s investment company taxable income to be distributed to its shareholders as ordinary income.

Upon the sale or other disposition of shares of a Fund, a shareholder may realize a capital gain or loss which may be long-term or short-term, generally depending upon the shareholder’s holding period for the shares. Any loss realized on a sale or exchange will be disallowed to the extent the shares disposed of are replaced (including shares acquired pursuant to a dividend reinvestment plan) within a period of 61 days beginning 30 days before and ending 30 days after disposition of the shares. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Any loss realized by a shareholder on a disposition of Fund shares held by the shareholder for six months or less will be treated as a long-term capital loss to the extent of any distributions of net capital gains received by the shareholder with respect to such shares.

If a Fund invests in stock of certain foreign companies that are classified as “passive foreign investment companies” (“PFICs”) under the Code, 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 Fund’s 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 company’s stock. Any amount of distribution or gain allocated to the taxable year of the distribution or disposition would be included in the Fund’s investment company taxable income and, accordingly, would not be taxable to the Fund to the extent distributed by the Fund as a dividend to its shareholders. Alternatively, a Fund may elect to mark to market its passive foreign investment company stock, resulting in the stock being treated as sold at fair market value on the last business day of each taxable year. Any resulting gain would be reported as ordinary income; any resulting loss and any loss from an actual disposition of the stock would be reported as ordinary loss to the extent of any net mark-to-market gains previously included in income. A Fund also may elect, in lieu of being taxable in the manner described above, to include annually in income it’s pro rata share of the ordinary earnings and net capital gain of the foreign investment company.

Because the application of the PFIC rules may affect, among other things, the character of gains, the amount of gain or loss and the timing of the recognition of income with respect to PFIC stock, as well as subject each Fund itself to tax on certain income from PFIC stock, the amount that must be distributed to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a fund that did not invest in PFIC stock. Note that distributions from a PFIC are not eligible for the reduced rate of tax on qualified dividend income.

Income received by a Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries.

If more than 50% of the value of a Fund’s 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 Fund’s 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 or her U.S. Federal income taxes, subject to limitations. No deduction for foreign taxes may be claimed by a shareholder who does not itemize deductions.

Generally, a credit for foreign taxes is subject to the limitation that the credit may not exceed the shareholder’s U.S. tax attributable to the shareholder’s total foreign source taxable income. For this purpose, if a Fund makes the election described in the preceding paragraph, the source of the Fund’s income flows through to its shareholders. With respect to the Fund, gains from the sale of securities generally will be treated as derived from U.S. sources and section 988 gains will be treated as ordinary income derived from U.S. sources. The limitation on the foreign tax credit is applied separately to foreign source passive income, including foreign source passive income received from the Fund. The foreign tax credit limitation rules do not apply to certain electing individual taxpayers who have limited creditable foreign taxes and no foreign source income other

than passive investment-type income. The foreign tax credit is eliminated with respect to foreign taxes withheld on dividends if the dividend paying shares or the shares of a Fund are held by the Fund or the shareholder, as the case may be, for 15 days or less (45 days in the case of preferred shares) during the 31-day period (91-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.

A Fund may be required to withhold U.S. federal income tax at the rate of 28% of all taxable distributions payable to a shareholder who fails to provide the Fund with their correct taxpayer identification number or to make required certifications, or who have been notified by the Internal Revenue Service (the “IRS”) that they are subject to backup withholding or who has furnished an incorrect taxpayer identification number to the Fund and the Fund has been notified by the IRS of the error. 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 shareholder’s U.S. federal income tax liability.

Fund shareholders may be subject to state, local and foreign taxes on their Fund distributions. In many states, Fund distributions that are derived from interest on certain U.S. Government obligations are exempt from taxation. The tax consequences to a foreign shareholder of an investment in the Fund may be different from those described herein. Foreign shareholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment in a Fund. U.S. Shareholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment in a Fund. Further, the Funds may from time-to-time make certain types of investments which are not addressed in this brief summary.

THE QUANT FUNDS

The Trust has an unlimited authorized number of shares of beneficial interest that may, without shareholder approval, be divided into an unlimited number of series of such shares and an unlimited number of classes of shares of any such series. Shares are presently divided into five series of shares, the Funds, each comprised of three (2) classes of shares: Ordinary Shares and Institutional Shares. There are no rights of conversion between shares of different Funds which are granted by the Amended and Restated Declaration of Trust, but holders of shares of a class of a Fund may exchange all or a portion of their shares for shares of a like class in another Fund (subject to their respective minimums). No exchanges are permitted from one class of shares to different class of shares.

These shares are entitled to one vote per share (with proportional voting for fractional shares) on such matters as shareholders are entitled to vote, including the election of Trustees. Shares vote by individual Fund (or class thereof under certain circumstances) on all matters except that (i) when the 1940 so requires, shares shall be voted in the aggregate and not by individual Fund and (ii) when the Trustees of the Funds have determined that a matter affects only the interest of one or more Funds, then only holders of shares of such Fund shall be entitled to vote thereon.

There will normally be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the shareholders, at which time the Trustees then in office will call a shareholders’ meeting for the election of Trustees. In addition, Trustees may be removed from office by a written consent signed by the holders of two-thirds of the outstanding shares of each Fund and filed with the Fund or by a vote of the holders of two-thirds of the outstanding shares of each Fund at a meeting duly called for that purpose, which meeting shall be held upon the written request of the holders of not less than 10% of the outstanding shares. Upon written request by ten or more shareholders, who have been such for at least six months and who hold, in the aggregate, shares having a net asset value of at least $25,000, stating that such shareholders wish to communicate with the other shareholders for the purpose of obtaining the signatures necessary to demand a meeting to consider removal of a Trustee, the Funds have undertaken to provide a list of shareholders or to disseminate appropriate materials (at the expense of the requesting shareholders). Except as set forth above, the Trustees shall continue to hold office and may appoint their successors.

Shares are freely transferable, are entitled to dividends as declared by the Trustees, and in liquidation of the Trust are entitled to receive the net assets of their Fund, but not of the other Funds. Shareholders have no preemptive rights. The Funds’ fiscal year ends on the last day of March.

Under Massachusetts law, shareholders could, under certain circumstances, be held liable for the obligations of the Funds. However, the Agreement and Declaration of Trust disclaims shareholder liability for acts or obligations of the Funds and requires notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Funds

or the Trustees. The Agreement and Declaration of Trust provides for indemnification out of a Fund’s property for all loss and expense of any shareholder of that Fund held liable on account of being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Fund of which he was a shareholder would be unable to meet its obligations.

The Trust, Manager, the Advisors and the Distributor have adopted Codes of Ethics pursuant to Rule 17j-1 under the 1940 Act. The Codes of Ethics permit employees to invest in securities for their own accounts, including securities that may be purchased or held by the Funds. The Codes of Ethics are on public file with, and are available from, the Commission.

PROXY VOTING POLICIES

The Board has adopted Proxy Voting Policies and Procedures on behalf of the Trust which delegates responsibility for voting proxies to the Manager, subject to the Board’s continuing oversight. The Manager in turn has, where applicable, delegated responsibility for voting proxies to the Advisors that actually manage the assets of the Fund. The Manager and the Advisor have their own proxy voting policies and procedures, which the Board has reviewed. The Manager’s and the Advisors’ policies and procedures assure that all proxy voting decisions are made in the best interest of the Funds and that the Manager or the Advisors will act in a prudent and diligent manner for the benefit of the Funds. The Manager’s and the Advisors’ policies and procedures include specific provisions to determine when a conflict exists between the interests of a Fund and the interests of the Manager or the Advisors, as the case may be. Copies of the proxy voting policies and procedures are attached to this SAI as Appendix A. Information on how the Funds voted proxies relating to portfolio securities during the 12-month period ended June 30, 2009 will be available without charge on the Quant Funds website ( www.quantfunds.com ), upon request by contacting the Funds or via the Securities and Exchange Commission web site at www.sec.gov .

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Tait, Weller & Baker LLP, 1818 Market Street, Suite 2400, Philadelphia, PA 19103, is the independent registered public accounting firm for each Fund of the Trust. The independent registered public accounting firm conducts an annual audit of the Funds’ financial statements, assists in the preparation of federal and state income tax returns and consults with the Funds as to matters of accounting and federal and state income taxation.

The Trust’s financial statements and financial highlights for the fiscal year ended March 31, 2009, and report of the independent registered public accounting firm in the Trust’s Annual Report are incorporated herein by reference.

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 Quant’s portfolio securities are voted in the best interests of Quant’s shareholders. The following policies and procedures have been established to implement Quant’s proxy voting program.

II. Trust’s Proxy Voting Program

Quantitative Advisors serves as the investment manager of Quant’s 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 Quant’s 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-Adviser’s proxy voting. These policies and procedures may be amended from time to time based on Quant’s 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-Adviser’s 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-Adviser’s 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-Adviser’s 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-Adviser’s 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 Quant’s portfolio securities as required by law and as Quant or Quantitative Advisors may reasonably request.

V. Disclosure of Quant’s Proxy Voting Policies and Procedures and Voting Record

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 Quant’s 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 Quant’s portfolio securities are collected, processed, filed with the Securities and Exchange Commission and delivered to Quant’s shareholders, as applicable, in a timely and efficient manner and as required by applicable laws and regulations.

VI. Reports to Quant’s Board of Trustees

Quantitative Advisors will periodically (but no less frequently than annually) report to the Board of Trustees with respect to Quant’s implementation of its proxy voting program, including summary information with respect to the proxy voting record of the Sub-Advisers with respect to Quant’s 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 Fund’s 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 Fund’s investment, including how its vote will economically impact and affect the value of a Fund’s 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 issuer’s 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.

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

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:

•	a copy of these proxy voting policies and procedures, including all amendments hereto;

•	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;

•	a record of each vote Quantitative Advisors casts on behalf of the Funds;

•	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;

•	a copy of each written Fund request for information on how Quantitative Advisors voted proxies on behalf of the Funds; and

•	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.

COLUMBIA PARTNERS

PROXY VOTING POLICY STATEMENT AND GUIDELINES

This statement sets forth the proxy voting policy of Columbia Partners. The U.S. Department of Labor (DOL) has stated that the fiduciary act of managing plan assets that are shares of corporate stock includes the voting of proxies appurtenant to those shares of stock and that trustees may delegate this duty to an investment manager. ERISA section 3(38) defines an investment manager as any fiduciary who is registered as an investment adviser under the Investment Advisor Act of 1940. Columbia Partners is a registered investment adviser under the Investment Advisor Act of 1940.

Columbia Partners will vote the proxies of its clients solely in the interest of their participants and beneficiaries and for the exclusive purpose of providing benefits to them. The interests of participants and beneficiaries will not be subordinated to unrelated objectives. Columbia Partners shall act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. When proxies due to Columbia Partners’ clients have not been received, Columbia Partners will make reasonable efforts to obtain missing proxies. Columbia Partners is not responsible for voting proxies it does not receive.

Columbia Partners shall analyze each proxy on a case-by-case basis, informed by the guidelines elaborated below, subject to the requirement that all votes shall be cast solely in the long-term interest of the participants and beneficiaries of the plans. Columbia Partners does not intend for these guidelines to be exhaustive. Hundreds of issues appear on proxy ballots every year, and it is neither practical nor productive to fashion voting guidelines and policies which attempt to address every eventuality. Rather, Columbia Partners’ guidelines are intended to cover the most significant and frequent proxy issues that arise. Issues not covered by the guidelines shall be voted in the interest of plan participants and beneficiaries of the plan based on a worker-owner view of long-term corporate value. Columbia Partners shall revise its guidelines as events warrant.

Columbia Partners shall report annually to its clients on proxy votes cast on their behalf. These proxy voting reports will demonstrate Columbia Partners’ compliance with its responsibilities and will facilitate clients’ monitoring of Columbia Partners. A copy of this Proxy Voting Policy Statement and Guidelines will be provided to each client upon request.

Approved: February 28, 2008

DIRECTOR ELECTIONS

Electing directors is the single most important stock ownership right that shareholders can exercise. By electing directors who share their views, shareholders can help to define performance standards against which management can be held accountable. Columbia Partners holds directors to a high standard when voting on their election, qualifications, and compensation. We evaluate directors fairly and objectively, rewarding them for significant contributions and holding them ultimately accountable to shareholders for corporate performance. Institutional investors should use their voting rights in uncontested elections to influence financial performance and corporate strategies for achieving long-term shareholder value.

Voting on Director Nominees in Uncontested Elections

Votes concerning the entire board of directors and members of key board committees are examined using the following five factors:

• Lack of independence of the full board and key board committees (fully independent audit, compensation, and nominating committees);

• Diversity of board;

• Executive compensation related (excessive salaries/bonuses/pensions, history of repricing underwater stock options, imprudent use of company resources, misallocation of corporate assets, etc.);

• Failure of the board to properly respond to majority votes on shareholder proposals;

• Poor long-term corporate performance record relative to peer, S&P 500 or Russell 3000 Indices.

Votes on individual director nominees are always made on a CASE-BY-CASE basis. Specific director nominee WITHHOLD/AGAINST votes can be triggered by one or more of the following factors:

• Lack of a board that is at least two-thirds (67 percent) independent – i.e. where the composition of non-independent board members is in excess of 33 percent of the entire board;

• Attendance of director nominees at board meetings of less than 75 percent in one year without valid reason or explanation;

• Lack of independence on key board committees (i.e. audit, compensation, and nominating committees);

• Failure to establish any key board committees (i.e. audit, compensation, or nominating);

• Directors serving on an excessive number of other boards which could compromise their primary duties of care and loyalty;

• Chapter 7 bankruptcy, Securities & Exchange Commission (SEC) violations or fines, and criminal investigations by the Department of Justice (DOJ), Government Accounting Office (GAO) or any other federal agency;

• Interlocking directorships;

• Performance of compensation committee members and/or the entire board in relation to the approval of egregious executive compensation (both cash and equity awards);

• Performance of audit committee members concerning the approval of excessive non-audit fees and/or the lack of auditor ratification upon the proxy ballot;

• If at the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the underlying issue(s) that caused the high withhold/against vote;

• If the company has a classified board and a continuing director is responsible for a problematic governance issue at the board/committee level that would warrant a withhold/against vote, in addition to potential future withhold/against votes on that director, Columbia Partners may vote against or withhold votes from any or all of the nominees up for election, with the exception of new nominees.

Voting for Director Nominees in Contested Elections

Contested elections of directors frequently occur when a board candidate or “dissident slate” seeks election for the purpose of achieving a significant change in corporate policy or control of seats on the board. Competing slates will be evaluated on a CASE-BY-CASE basis with a number of considerations in mind. These include, but are not limited to, the following: personal qualifications of each candidate; the economic impact of the policies advanced by the dissident slate of nominees; and their expressed and demonstrated commitment to the interests of the shareholders of the company. Votes in a contested election of directors are evaluated on a CASE-BY-CASE basis with the following seven factors in consideration:

• Long-term financial performance of the target company relative to its industry;

• Management’s track record;

• Background to the proxy contest;

• Qualifications of director nominees (both slates);

• Strategic plan of dissident slate and quality of critique against management;

• Likelihood that the proposed goals and objectives can be achieved (both slates);

• Stock ownership positions.

Non-Independent Chairman

Two major components at the top of every public company are the running of the board and the executive responsibility for the running of the company’s business. Many institutional investors believe there should be a clear division of responsibilities at the head of the company that will ensure a balance of power and authority, such that no one individual has unfettered powers of decision. When there is no clear division between the executive and board branches of a company, poor executive and/or board actions often go unchecked to the ultimate detriment of shareholders. Since executive compensation is so heavily correlated to the managerial power relationship in the boardroom, the separation of the CEO and chairman positions is a critical step in curtailing excessive pay, which ultimately can become a drain on shareholder value.

Arguments have been made that a smaller company and its shareholders can benefit from the full-time attention of a joint chairman and CEO. This may be so in select cases, and indeed, using a case-by-case review of circumstances there may be worthy exceptions. But, even in these cases, it is the general view of many institutions that a person should only serve in the position of joint CEO and chairman on a temporary basis, and that these positions should be separated following their provisional combination.

We strongly believe that the potential for conflicts of interest in the board’s supervisory and oversight duties trumps any possible corollary benefits that could ensue from a dual CEO/chairman scenario. Instead of having an ingrained quid pro quo situation whereby a company has a single leader overseeing both management and the boardroom, Columbia Partners fiduciaries believe that it is the board’s implicit duty to assume an impartial and objective role in overseeing the executive team’s overall performance. Shareholder interests are placed in jeopardy if the CEO of a company is required to report to a board that she/he also chairs.

Inherent in the chairman’s job description is the duty to assess the CEO’s performance. This objectivity is obviously compromised when a chairman is in charge of evaluating her/his own performance or has a past or present affiliation with management. Moreover, the unification of chairman and CEO poses a direct threat to the smooth functioning of the entire board process since it is the ultimate responsibility of the chairman to set the agenda, facilitate discussion, and make sure that directors are given complete access to information in order to make informed decisions.

• Generally vote AGAINST or WITHHOLD from any non-independent director who serves as board chairman;

• Generally vote AGAINST or WITHHOLD from a CEO who is also serving in the role of chairman at the same company;

• Generally support shareholder proposals calling for the separation of the CEO and chairman positions;

• Generally support shareholder proposals calling for a non-executive director to serve as chairman who is not a former CEO or senior-level executive of the company.

Independent Directors

Board independence from management is of vital importance to a company and its shareholders. Accordingly, we believe votes should be cast in a manner that will encourage the independence of boards. Independence will be evaluated based upon a number of factors, including: employment by the company or an affiliate in an executive capacity; past or current employment by a firm that is one of the company’s paid advisors or consultants; personal services contract with the company; family relationships of an executive or director of the company; interlocks with other companies on which the company’s chairman or chief executive officer is also a board member; and service with a non-profit that receives significant contributions from the company.

• Generally vote AGAINST or WITHHOLD from non-independent director nominees (insiders and affiliated outsiders) where the entire board is not at least two-thirds (67 percent) independent;

• Generally vote AGAINST or WITHHOLD from non-independent director nominees (insiders and affiliated outsiders) when the nominating, compensation and audit committees are not fully independent;

• Generally consider independent board members who have been on the board continually for a period longer than 10 years as affiliated outsiders;

• Vote FOR shareholder proposals requesting that all key board committees (i.e. audit, compensation and/or nominating) include independent directors exclusively;

• Vote FOR shareholder proposals requesting that the board be comprised of a two-thirds majority of independent directors.

Excessive Directorships

As new regulations mandate that directors be more engaged and vigilant in protecting shareholder interests or else risk civil and/or criminal sanctions, board members are having to devote more time and effort to their oversight duties which, on average, were estimated to run to 280 hours per year, per board in 2005. Recent surveys of U.S. directors also confirm a desire for limiting board memberships, to between three and five seats. In view of the increased demands placed on corporate board members, Columbia Partners fiduciaries believe that directors who are overextended may be impairing their ability to serve as effective representatives of shareholders. Columbia Partners will vote against or withhold from directors serving on an excessive number of other boards, which could compromise their primary duties of care and loyalty.

• Generally vote AGAINST or WITHHOLD from directors serving on an excessive number of boards. As a general rule, vote AGAINST or WITHHOLD from director nominees who are:

o CEOs of publicly traded companies who serve on more than two public boards (i.e. more than one public boards other than their own board). NOTE: Columbia Partners will vote against or withhold from over boarded CEO directors only at their outside directorships and not at the company in which they presently serve as CEO); and Non-CEO directors who serve on more than six public company boards.

Financial Performance Test for Boards

Many institutional investors believe long-term financial performance should be considered when determining vote recommendations with regard to directors in uncontested elections. When evaluating whether to vote against or withhold votes from director nominees, we will look at the company’s response to the ongoing performance issues, and consider several factors, including performance improvement in the current year, changes in management or board composition, recent transactions at the company, overall governance practices, particularly any recent changes, and the financial health of the company.

The general methodology is as follows:

• Overview: The policy will consider potential against or withhold votes from director nominees at Russell 3000 companies that underperformed relative to their industry peers. The policy consists of two phases. In Year 1 , the worst performers (bottom five percent) within each of the 24 GICS groups will be noted. For Year 2, consider a vote AGAINST or WITHHOLD votes from director nominees if either of the following two conditions are met: 1) a company continues to be in the bottom five percent within its GICS group for that respective year; or 2) a company shows no improvement in its most recent trailing 12 months operating and market performance relative to its peers in its GICS group. Take into account various factors including:

o Year-to-date performance;

o Situational circumstances;

o Change in management/board;

o Overall governance practices.

• Metrics : The methodology will evaluate companies using a combination of four performance measures. One measurement will be a market-based performance metric and three measurements will be tied to the company’s operational performance. The market performance metric in the methodology is five-year Total Shareholder Return (TSR) on a relative basis within each four-digit GICS group. The three operational performance metrics are sales growth, EBITDA growth (or operating income growth for companies in the financial sector), and pre-tax operating Return on Invested Capital (ROIC) (or Return on Average Assets (ROAA) for companies in the financial sector) on a relative basis within each four-digit GICS group.

• Weightings : All four metrics will be time-weighted equally as follows: 40 percent on the trailing 12-month period and 60 percent on the 48-month period prior to the trailing 12 months. This methodology emphasizes the company’s historical performance over a five-year period yet also accounts for near-term changes in a company’s performance.

The table below summarizes the framework:

Metrics	Basis of Evaluation		Weighting		2 nd Weighting
Operational Performance			50%
5-year Average pre-tax operating ROIC or ROAA*		Management efficiency in deploying assets		33.3%
5-year Sales Growth		Top-Line		33.3%
5-year EBITDA Growth or Operating Income Growth*		Core-earnings		33.3%
Sub Total			100%
Stock Performance			50%
5-year TSR			Market
Total			100%

*Metric applies to companies in the financial sector

Total shareholder return is widely considered as an important component in evaluating corporate performance. Five-year TSR is consistently viewed as an appropriate long-term time frame. In recognizing that this market-based TSR measure may be outside the control of management, the methodology incorporates three operational metrics in

the analysis that effectively take into account factors that can be controlled by the company, and which measure management effectiveness in utilizing capital and managing growth. The methodology serves to identify the worst performers relative to their peers in their respective GICS groups. Moreover, the Year 2 test gives underperforming companies an opportunity to demonstrate near-term improvement in their performance.

Director Diversity

Gender and ethnic diversity are important components on a company’s board. Diversity brings different perspectives to a board that in turn leads to a more varied approach to board issues. Columbia Partners fiduciaries believe that increasing diversity in the boardroom to better reflect a company’s workforce, customers, and community enhances shareholder value.

• Support proposals asking the board to make greater efforts to search for qualified female and minority candidates for nomination to the board of directors;

• Support endorsement of a policy of board inclusiveness;

• Support reporting to shareholders on a company’s efforts to increase diversity on their boards.

Stock Ownership Requirements

Corporate directors should own some amount of stock of the companies on which they serve as board members. Stock ownership is a simple method to align the interests of directors with company shareholders. Nevertheless, many highly qualified individuals such as academics and clergy who can offer valuable perspectives in boardrooms may be unable to purchase individual shares of stock. In such a circumstance, the preferred solution is to look at the board nominees individually and take stock ownership into consideration when voting on the merits of each candidate.

• Vote AGAINST shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director nominee or to remain on the board.

Classified Boards / Annual Elections

The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. Annually elected boards provide the best governance system for accountability to shareholders. A classified board is a board that is divided into separate classes, with directors serving overlapping terms. A company with a classified board usually divides the board into three classes. Under this system, only one class of nominees comes up to shareholder vote at the AGM each year.

As a consequence of these staggered terms, shareholders only have the opportunity to vote on a single director approximately once every three years. A classified board makes it difficult to change control of the board through a proxy contest since it would normally take two years to gain control of a majority of board seats. Under a classified board, the possibility of management entrenchment greatly increases. Classified boards can reduce director accountability by shielding directors, at least for a certain period of time, from the consequences of their actions. Continuing directors who are responsible for a problematic governance issue at the board/committee level would avoid shareholders’ reactions to their actions because they would not be up for election in that year. Ultimately, in these cases, the full board should be responsible for the actions of its directors.

Many in management believe that staggered boards provide continuity. Some shareholders believe that in certain cases a staggered board can provide consistency and continuity in regard to decision-making and commitment that may be important to the long-term financial future of the company. Nevertheless, empirical evidence strongly suggests that staggered boards are generally not in the shareholders’ best interest. In addition to shielding directors from being held accountable by shareholders on an annual basis, a classified board can entrench management and effectively preclude most takeover bids or proxy contests.

• Vote AGAINST management or shareholder proposals seeking to classify the board when the issue comes up for vote;

• Vote FOR management or shareholder proposals to repeal a company’s classified board structure.

• If the company has a classified board and a continuing director is responsible for a problematic governance issue at the board/committee level that would warrant a withhold/against vote, in addition to potential future withhold/against votes on that director, we may vote against or withhold votes from any or all of the nominees up for election, with the exception of new nominees.

Board and Committee Size

While there is no hard and fast rule among institutional investors as to what may be an optimal size board, there is an acceptable range that companies should strive to meet and not exceed. A board that is too large may function inefficiently. Conversely, a board that is too small may allow the CEO to exert disproportionate influence or may stretch the time requirements of individual directors too thin.

Proposals seeking to set board size will be evaluated on a CASE-BY-CASE basis. Given that the preponderance of boards in the U.S. range between five and fifteen directors, many institutional investors believe this benchmark is a useful standard for evaluating such proposals.

• Generally vote AGAINST any proposal seeking to amend the company’s board size to fewer than five seats;

• Generally vote AGAINST any proposal seeking to amend the company’s board size to more than fifteen seats;

• Evaluate board size on a CASE-BY-CASE basis and consider WITHHOLD or AGAINST votes or other action at companies that have fewer than five directors and more than 15 directors on their board.

Limit Term of Office

Those who support term limits argue that this requirement would bring new ideas and approaches on to a board. While term of office limitations can rid the board of non-performing directors over time, it can also unfairly force experienced and effective directors off the board.

• Generally vote AGAINST shareholder proposals to limit the tenure of outside directors

Cumulative Voting

Most corporations provide that shareholders are entitled to cast one vote for each share owned. Under a cumulative voting scheme, the shareholder is permitted to have one vote per share for each director to be elected. Shareholders are permitted to apportion those votes in any manner they wish among the director candidates. Thus, under a cumulative voting scheme shareholders have the opportunity to elect a minority representative to a board by cumulating their votes, thereby ensuring minority representation for all sizes of shareholders.

For example, if there is a company with a ten-member board and 500 shares outstanding-the total number of votes that may be cast is 5,000. In this case a shareholder with 51 shares (10.2 percent of the outstanding shares) would be guaranteed one board seat because all votes may be cast for one candidate. Without cumulative voting, anyone controlling 51 percent of shares would control the election of all ten directors. Shareholders need to have flexibility in supporting candidates for a company’s board of directors. Under the current system, this is the only mechanism that minority shareholders can use to be represented on a company’s board.

• Vote AGAINST proposals to eliminate cumulative voting;

• Vote FOR proposals to permit cumulative voting.

Failure to Act on Shareholder Proposals Receiving Majority Support

• Generally vote AGAINST or WITHHOLD from all director nominees at a company that has ignored a shareholder proposal that was approved by a majority of the votes cast at the last annual meeting.

Votes Against or Withholds from Directors for Shareholder Rights Plan (i.e. Poison Pills)

Shareholders should have the ability to vote on any shareholder rights plan adopted by a board as to ensure that the features of the poison pill support the interests of shareholders and do not merely serve as a management entrenchment device. If the board, in the exercise of its fiduciary duties, determines that a pill is in the best interests of shareholders and adopts it without shareholder approval, the pill would still require a shareholder vote within

twelve months after adoption. A pill adopted under this “fiduciary out” exception should expire or be ratified by shareholder vote within twelve months after adoption.

• Vote AGAINST or WITHHOLD from director nominees at a company that has a dead-hand or modified dead-hand poison pill in place;

• Vote AGAINST or WITHHOLD from directors if the board has adopted a poison pill without shareholder approval since the company’s last annual meeting and there is no requirement to put the pill to shareholder vote within twelve months of adoption (or in the case of an newly public company, does not commit to put the pill to a shareholder vote within 12 months following the IPO),

Shareholder Access to the Proxy (“Open Access”)

The current director election process as it exists leaves much to be desired. Companies currently nominate for election only one candidate for each board seat. Shareholders who oppose a candidate have no easy way to do so unless they are willing to undertake the considerable expense of running an independent candidate for the board. The only way for shareholders to register symbolic dissent about a certain director candidate is to simply “withhold” support from that nominee. But because directors are typically elected by a plurality (those nominees receiving the most votes win board seats), company nominees running unopposed are reelected.

• Consider on a CASE-BY-CASE basis reasonably crafted shareholder proposals asking companies to voluntarily provide shareholders the ability to nominate director candidates to be included on management’s proxy card, taking into account the ownership threshold proposed in the resolution. Special consideration will be made at companies where there are legitimate concerns surrounding responsiveness to shareholders (such as not implementing majority-supported shareholder proposals), board and key committee independence, problematic compensation practices, and past accounting or financial issues such as restatements.

Majority Threshold Voting Requirement for Director Elections

Shareholders have expressed strong support for precatory resolutions on majority threshold voting since 2005, with a number of proposals receiving majority support from shareholders. Columbia Partners fiduciaries believe shareholders should have a greater voice in regard to the election of directors and view majority threshold voting as a viable alternative to the current deficiencies of the plurality system in the U.S.

• Generally support reasonably crafted shareholders proposals calling for directors to be elected with an affirmative majority of votes cast and/or the elimination of the plurality standard for electing directors (including binding resolutions requesting that the board amend the company’s bylaws), provided the proposal includes a carve-out for a plurality voting standard when there are more director nominees than board seats (e.g. in contested elections).

• Columbia Partners may recommend withhold/against votes on members of the board at companies without the carve-out for plurality voting in contested elections, as the use of a majority vote standard can act as an anti-takeover defense in contested elections. (e.g. although the dissident nominees may have received more shares cast, as long as the combination of withhold/against votes and the votes for the management nominees keep the dissident nominees under 50%, the management nominees will win, due to the holdover rules). This is clearly contradicts the expressed will of shareholders.

• In addition to supporting proposals seeking a majority vote standard in director elections, we also support a post-election “director resignation policy” that addresses the situation of holdover directors to accommodate both shareholder proposals and the need for stability and continuity of the board.

Establish an Office of the Board

• Generally vote FOR shareholders proposals requesting that the board establish an Office of the Board of Directors in order to facilitate direct communication between shareholders and non-management directors, unless the company has effectively demonstrated via public disclosure that it already has an established structure in place.

Director and Officer Indemnification ~ Liability Protection

Management proposals typically seek shareholder approval to adopt an amendment to the company’s charter to eliminate or limit the personal liability of directors to the company and its shareholders for monetary damages for

any breach of fiduciary duty to the fullest extent permitted by state law. In contrast, shareholder proposals seek to provide for personal monetary liability for fiduciary breaches arising from gross negligence.

Each proposal addressing director liability will be evaluated consistent with this philosophy. Columbia Partners may support these proposals when the company persuasively argues that such action is necessary to attract and retain directors, but we may often oppose management proposals and support shareholder proposals in order to promote greater director accountability.

• Vote AGAINST proposals to limit or eliminate entirely director and officer liability in regards to: (i) breach of the director’s fiduciary “duty of loyalty” to shareholders; (ii) acts or omissions not made in “good faith” or involving intentional misconduct or knowledge of violations under the law; (iii) acts involving the unlawful purchases or redemptions of stock; (iv) payment of unlawful dividends; or (v) use of the position as director for receipt of improper personal benefits.

Indemnification

Indemnification is the payment by a company of the expenses of directors who become involved in litigation as a result of their service to a company. Proposals to indemnify a company’s directors differ from those to eliminate or reduce their liability because with indemnification directors may still be liable for an act or omission, but the company will bear the expense. Columbia Partners fiduciaries may support these proposals when the company persuasively argues that such action is necessary to attract and retain directors, but will generally oppose indemnification when it is being proposed to insulate directors from actions that have already occurred.

• Vote AGAINST indemnification proposals that would expand individual coverage beyond ordinary legal expenses to also cover specific acts of negligence which exceed the standard of mere carelessness that is regularly covered in board fiduciary indemnification;

• Vote FOR only those proposals which provide expanded coverage in cases when a director’s or officer’s legal defense was unsuccessful if: (1) the director was found to have acted in good faith and in a manner that he/she reasonably believed was in the best interests of the company; and (2) only if the director’s legal expenses would be covered.

COMPENSATION

Stock Option Plans

Compensation to executive and other senior level employees should be strongly correlated to performance and achievement. Stock options, restricted stock and other forms of non-cash compensation should be performance-based with an eye toward improving long-term corporate value. Well-designed stock option plans can align the interests of executives and shareholders by providing that executives benefit when stock prices rise so that the employees of the company, along with shareholders, prosper together.

Many plans sponsored by management provide goals so easily attained that executives can realize massive rewards even though shareholder value is not created. Columbia Partners supports option plans when they provide legitimately challenging performance targets that serve to truly motivate executives in the pursuit of excellent, above peer performance. Likewise, Columbia Partners will oppose those plans that offer unreasonable benefits to executives that are not available to any other shareholders or employees.

Methodology for Analyzing Pay Plans

The theory that stock options are beneficial to shareholders because they motivate management and align the interests of investors with those of executives is no longer held sacrosanct. Indeed, many academic studies have found that there is limited correlation between executive stock ownership and company performance. Misused stock options can give executives an incentive to inflate their company’s earnings or make irresponsibly optimistic forecasts in order to keep stock prices high and their paychecks gargantuan.

Therefore, it is vital for shareholders to fully analyze all equity plans that appear on ballot. In general, Columbia Partners evaluates executive and director compensation plans on a CASE-BY-CASE basis. When evaluating equity-based compensation items on ballot, the following elements will be considered:

Primary Considerations:

• Dilution : Vote AGAINST plans in which the potential voting power dilution (VPD) of all shares outstanding exceeds ten percent;

• Full Market Value : Awards must be granted at 100 percent of fair market value on the date of grant. However, in instances when a plan is open to broad-based employee participation and excludes the five most highly compensated employees, we accept a 15 percent discount;

• Burn Rate : Vote AGAINST plans where the annual burn rate exceeds industry and index burn rates over a three-year period.

Secondary Considerations:

• Executive Concentration Ratio : Vote AGAINST plans where the annual grant rate to the top five executives (“named officers”) exceeds one percent of shares outstanding;

• Pay-For-Performance Metric : Vote AGAINST plans where CEO pay and the company’s performance is incongruous, as measured against industry peers over one and three-year periods, or if the performance criteria is not disclosed;

• Evergreen Features : Vote AGAINST plans that reserve a specified percentage of outstanding shares for award each year instead of having a termination date;

• Repricing : Vote AGAINST plans if the company’s policy permits repricing of “underwater” options or if the company has a history of repricing past options. In those instances when repricing is put up for a shareholder vote, we will vote FOR the repricing of shares under the following four conditions: 1) The repricing represents a “value for value” exchange; 2) If the five most highly compensated employees are excluded from the repricing; 3) If the plan is broad-based; and 4) If the current vesting schedule is maintained;

• Loans : Vote AGAINST the plan if the plan administrator may provide loans to officers to assist in exercising the awards.

Voting Power Dilution (VPD) Calculation

Voting power dilution, or VPD, measures the amount of voting power represented by the number of shares reserved over the life of the plan. Industry norm dictates that ten percent dilution over the life of a ten-year plan is reasonable for most mature companies. Restricted stock plans or stand-alone stock bonus plans that are not coupled with stock option plans can be held to a lower dilution cap.

Voting power dilution may be calculated using the following formula:

A: Shares reserved for this amendment or plan;

B: Shares available under this plan and/or continuing plans prior to proposed amendment;

C: Shares granted but unexercised under this plan and/or continuing plans;

D: All outstanding shares plus any convertible equity, outstanding warrants, or debt.

The formula can be applied as follows: A + B + C

A + B + C + D

Fair Market Value, Dilution and Repricing

Consideration will be made as to whether the proposed plan is being offered at fair market value or at a discount; whether the plan excessively dilutes the earnings per share of the outstanding shares; and whether the plan gives management the ability to replace or reprice “underwater” options. Repricing is an amendment to a previously granted stock option contract that reduces the option exercise price. Options are “underwater” when their current price is below the current option contract price. Options can also be repriced through cancellations and re-grants. The typical new grant would have a ten-year term, new vesting restrictions, and a lower exercise price reflecting the current lower market price.

Burn Rate

The annual burn rate is a measure of dilution that illustrates how rapidly a company is deploying shares reserved for equity compensation plans. The burn or run rate is calculated by dividing the number of shares pursuant to awards granted in a given year by the number of shares outstanding. Columbia Partners benchmarks a company’s burn rate against three-year industry and primary index burn rates, and generally oppose plans whose burn rates exceed both industry and index burn rates over a three year period. In addition, we may vote against plans if the average annual burn-rate exceeds three percent over a three-year period.

Executive Concentration Ratio

In examining stock option awards, restricted stock and other forms of long-term incentives, it is important to consider internal pay equity; that is, the concentration and distribution of equity awards to a company’s top five executives (“named officers”) as a percentage of overall grants. Columbia Partners will consider voting against equity compensation plans whose annual grant rate to top executives exceeds one percent of shares outstanding.

Principle of Pay-For-Performance

Stock-based pay is often the main driver for excessive executive compensation, which is fueled by poor administration of the plan. Therefore, it is important to closely examine any discrepancies between increases in CEO pay and total shareholder returns against those of peer firms over a one- and three-year timeframe in assessing equity-based compensation plans.

Significant disparities between pay and performance warrants votes against or withholding from Compensation Committee members who are responsible for overseeing the company’s compensation schemes, or the entire board if the whole board was involved in and contributed to egregious compensation. We may also consider voting against or withholding from the CEO. If the equity component is the source of the imbalance, Columbia Partners may oppose the equity plan in which the CEO participates.

• Vote AGAINST or WITHHOLD from the Compensation Committee members when the company has a pay-for-performance disconnect.

Evergreen Provisions

Columbia Partners will oppose plans that reserve a specified percentage of outstanding shares for award each year (evergreen plans) instead of having a termination date. Such plans provide for an automatic increase in the shares available for grant with or without limits on an annual basis. Because they represent a transfer of shareholder value and have a dilutive impact on a regular basis, evergreen plans are expensive to shareholders. Evergreen features also minimize the frequency that companies seek shareholder approval in increasing the number of shares available under the plan.

Poor Compensation Practices and Compensation Committee Performance

Poor disclosure, the absence or non-transparency of disclosure and poor plan design of compensation payouts lead to excessive executive compensation practices that are detrimental to shareholders. Poorly designed plans or those lacking in transparency can be reflective of a poorly performing compensation committee.

Companies are expected to meet a minimum standard of tally sheet disclosure as to allow shareholders to readily assess the total executive pay package, understand the actual linkage between pay and performance, and mitigate misinformation to shareholders. The SEC issued new rules on executive and director compensation in 2006 that will require expansive disclosure and a total compensation figure for each of the named executive officers.

Executive compensation will continue to be in the spotlight in the ensuing years, particularly when shareholders will have access to more complete information. In the absence of poor disclosure that would necessitate a higher level of scrutiny, Columbia Partners may also consider voting against or withholding from the compensation committee for failure to provide pertinent information in its committee report.

• Columbia Partners will consider voting AGAINST or WITHHOLDING from compensation committee members and/or the CEO on a CASE-BY-CASE basis if the company has poor compensation practices. In addition, we may

consider a vote AGAINST or WITHHOLDING from the entire board if the whole board was involved in and contributed to egregious compensation. Poor compensation practices include, but are not limited to, the following:

o Egregious employment contracts (e.g., those containing multi-year guarantees for bonuses and grants);

o Excessive perks that dominate compensation (e.g., tax gross-ups for personal use of corporate aircraft, personal security systems maintenance and/or installation, car allowances, and/or other excessive arrangements);

o Abnormally large bonus payouts without justifiable performance linkage or appropriate disclosure;

o Performance metrics that are changed, canceled or replaced during the performance period without adequate explanation of the action and the link to performance;

o Egregious SERP (Supplemental Executive Retirement Plans) payouts (e.g. inclusion of additional years of service not earned or inclusion performance-based equity awards in the pension calculation);

o New CEO with overly generous new hire package (e.g., including excessive “make whole” provisions or any of the poor pay practices listed under this policy);

o Excessive severance provisions (e.g. severance paid for a “performance termination” - i.e. due to the executive’s failure to perform job functions at the appropriate level, perquisites for former executives such as car allowances, personal use of corporate aircraft, or other inappropriate arrangements);

o Change in control payouts without loss of job or substantial diminution of job duties (single triggered);

o Poor Disclosure Practices (e.g. unclear explanation of how the CEO is involved in the pay setting process, retrospective performance targets and methodology not discussed, methodology for benchmarking practices and/or peer group not disclosed and explained);

o Internal pay disparity (excessive differential between CEO total pay and that of next highest-paid named executive officer);

o Options backdating (covered in a separate policy);

o Other excessive compensation payouts or poor pay practices at the company.

Moreover, if there is an equity plan proposal on the ballot and the plan is a vehicle for poor pay practices, we may consider voting against the proposal based on past compensation practices.

Restricted Stock

Columbia Partners supports the use of performance-vesting restricted stock as long as the absolute amount of restricted stock being granted is a reasonable proportion of an executive’s overall compensation. The best way to align the interests of executives with shareholders is through direct stock holdings, coupled with at-risk variable compensation that is tied to explicit and challenging performance benchmarks. Performance-vesting restricted stock both adds to executives direct share holdings and incorporates at-risk features.

To reward performance and not job tenure, restricted stock vesting requirements should be performance-based rather than time lapsing. Such plans should explicitly define the performance criteria for awards to senior executives and may include a variety of corporate performance measures in addition to the use of stock price targets. In addition, executives should be required to hold their vested restricted stock as long as they remain employees of the company.

Executive Holding Periods

Senior level executives should be required to hold a substantial portion of their equity compensation awards, including shares received from option exercises (e.g. 75% of their after-tax stock option proceeds), while they are employed at a company. Equity compensation awards are intended to align management interests with those of shareholders, and allowing executives to sell these shares while they are employees of the company undermines this purpose. Given the large size of a typical annual equity compensation award, holding requirements that are based on a multiple of cash compensation may be inadequate.

Performance-Based Options

Stock options are intended to align the interests of management with those of shareholders. However, stock option grants without performance-based elements can excessively compensate executives for stock increases due solely to a general stock market rise, rather than improved or superior company stock performance. When option grants reach the hundreds of thousands, a relatively small increase in the share price may permit executives to reap millions of dollars without providing material benefits to shareholders.

Columbia Partners advocates for performance-based awards – such as premium-priced or indexed – which encourage executives to outperform peers, certain indices, or the broader market rather than being rewarded for any minimal rise in the share price, which can occur if there are not empirical performance measures incorporated into the structure of the options. Additionally, it should be noted that performance-accelerated vesting and premium priced options allow fixed plan accounting, whereas performance-vested and indexed options entail certain expensing requirements.

• Generally vote FOR shareholder proposals that seek to provide for performance-based options such as indexed and/or premium priced options.

Options Backdating

Options backdating has serious implications and has resulted in financial restatements, delisting of companies, and/or the termination of executives or directors. When options backdating has taken place, Columbia Partners may recommend voting AGAINST or WITHHOLDING from the compensation committee, depending on the severity of the practices and the subsequent corrective actions on the part of the board. We will adopt a CASE-BY-CASE approach to the options backdating issue to differentiate companies that had sloppy administration vs. those that had committed fraud, as well as those companies which have since taken corrective action. Instances in which companies have committed fraud are more disconcerting, and Columbia Partners will look to them to adopt formal policies to ensure that such practices will not re-occur in the future.

In recommending votes against or withhold votes from the compensation committee members who oversaw the questionable options grant practices or from current compensation committee members who fail to respond to the issue proactively, Columbia Partners will consider several factors, including, but not limited to, the following:

• Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes;

• Length of time of options backdating;

• Size of restatement due to options backdating;

• Corrective actions taken by the board or compensation committee, such as canceling or repricing backdated options, or recoupment of option gains on backdated grants;

• Adoption of a grant policy that prohibits backdating, and creation of a fixed grant schedule or window period for equity grants going forward.

Pension Plan Income Accounting

• Generally vote FOR shareholder proposals to exclude pension plan income in the calculation of earnings used in determining executive bonuses/compensation.

Shareholder Proposals to Limit Executive and Director Pay

• Generally vote FOR shareholder proposals that seek additional disclosure of executive and director pay information;

• Generally vote FOR shareholder proposals that seek to eliminate outside directors’ retirement benefits;

• Review on a CASE-BY-CASE basis all other shareholder proposals that seek to limit executive and director pay. This includes shareholder proposals that seek to link executive compensation to customer, employee, or stakeholder satisfaction.

Advisory Vote on Executive Compensation (Say-on-Pay) Shareholder Proposals

• Generally, vote FOR shareholder proposals that call for non-binding shareholder ratification of the compensation of the Named Executive Officers and the accompanying narrative disclosure of material factors provided to understand the Summary Compensation Table.

Advisory Vote on Executive Compensation (Say-on-Pay) Management Proposals

• Vote CASE-BY-CASE on management proposals for an advisory vote on executive compensation. Vote AGAINST these resolutions in cases where boards have failed to demonstrate good stewardship of investors’ interests regarding executive compensation practices.

Compensation Consultants - Disclosure of Board or Company’s Utilization

• Generally vote FOR shareholder proposals seeking disclosure regarding the Company, Board, or Compensation Committee’s use of compensation consultants, such as company name, business relationship(s) and fees paid.

Golden and Tin Parachutes

Golden parachutes are designed to protect the employees of a corporation in the event of a change-in-control. Under most golden parachute agreements, senior level management employees receive a lump sum payout triggered by a change-in-control at usually two to three times their current base salary. Increasingly, companies that have golden parachute agreements for senior level executives are extending coverage for all their employees via “tin” parachutes. The SEC requires disclosure of all golden parachute arrangements in the proxy statement, while disclosure of tin parachutes in company filings is not required at this time.

• Vote FOR shareholder proposals to all have golden parachute agreements submitted for shareholder ratification;

• Generally vote AGAINST all proposals to ratify golden parachutes;

• Vote on tin parachutes on a CASE-BY-CASE basis.

Executive Perks and Retirement Benefits

Columbia Partners supports enhanced disclosure and shareholder oversight of executive benefits and other in-kind retirement perquisites. For example, compensation devices like executive pensions (SERPs), deferred compensation plans, below-market-rate loans or guaranteed post-retirement consulting fees can amount to significant liabilities to shareholders and it is often difficult for investors to find adequate disclosure of their full terms. Columbia Partners opposes any perquisite or benefit to executives that exceeds what is generally offered to other company employees. From a shareholder prospective, the cost of these executive entitlements would be better allocated to performance-based forms of executive compensation during their term in office.

• Generally vote FOR shareholder proposals requesting to put extraordinary benefits contained in SERP agreements to a shareholder vote unless the company’s executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans.

Employee Stock Ownership Plans (ESOPs)

An Employee Stock Ownership Plan (ESOP) is an employee benefit plan that makes the employees of a company also owners of stock in that company. Recent academic research of the performance of ESOPs in closely held companies found that ESOPs appear to increase overall sales, employment, and sales per employee over what would have been expected absent an ESOP. Studies have also found that companies with an ESOP are also more likely to still be in business several years later, and are more likely to have other retirement oriented benefit plans than comparable non-ESOP companies.

• Vote FOR proposals that request shareholder approval in order to implement an ESOP or to increase authorized shares for existing ESOPs except in cases when the number of shares allocated to the ESOP is deemed excessive (i.e. generally greater than five percent of outstanding shares).

Incentive Bonus Plans and Tax Deductibility Proposals (OBRA-Related Compensation Proposals)

Vote FOR proposals that simply amend shareholder-approved compensation plans to include administrative features or place a cap on the annual grants any one participant may receive to comply with the provisions of Section 162(m) of the Internal Revenue Code.

• Vote FOR proposals to add performance goals to existing compensation plans to comply with the provisions of Section 162(m) unless they are clearly inappropriate.

• Vote CASE-BY-CASE on amendments to existing plans to increase shares reserved and to qualify for favorable tax treatment under the provisions of Section 162(m) as long as the plan does not exceed the allowable cap and the plan does not violate any of the supplemental policies.

• Generally vote FOR cash or cash and stock bonus plans that are submitted to shareholders for the purpose of exempting compensation from taxes under the provisions of Section 162(m) if no increase in shares is requested.

AUDITORS

Auditors play an integral role in certifying the integrity and reliability of corporate financial statements on which investors rely to gauge the financial well being of a company and the viability of an investment. The well-documented auditor-facilitated bankruptcies and scandals at several large public companies in recent years underscore the catastrophic consequences that investors can suffer when the audit process breaks down.

Auditor Independence

The recent wave of accounting scandals at companies illuminate the need to ensure auditor independence in the face of selling consulting services to audit clients. At the large four accounting firms, revenues from non-audit services grew from 13% of total revenues in 1981 to half of total revenue in 2000. A study of over 1,200 US companies in the S&P 500, Mid Cap, and Small Cap indices found that 72% of fees paid to auditors in 2002 were for non-audit services, exactly the same level as 2001. We believe that this ratio should be reversed and that non-audit fees should make up no more than one-quarter of all fees paid to the auditor so as to properly discourage even the appearance of any undue influence upon an auditor’s objectivity.

Under SEC rules, disclosed categories of professional fees paid for audit and non-audit services are as follows: (1) Audit Fees, (2) Audit-Related Fees, (3) Tax Fees, and (4) All Other Fees. Under the revised reporting requirements, a company will also be required to describe – in qualitative terms – the types of services provided under the three categories other than Audit Fees. The following fee categories are defined as: A) tax compliance or preparation fees are excluded from our calculations of non-audit fees; and B) fees for consulting services for tax-avoidance strategies and tax shelters will be included in “other fees” and will be considered non-audit fees if the proxy disclosure does not indicate the nature of the tax services. In circumstances where "Other" fees include fees related to significant one-time capital structure events: initial public offerings, bankruptcy emergence, and spin-offs; and the company makes public disclosure of the amount and nature of those fees which are an exception to the standard "non-audit fee" category, then such fees may be excluded from the non-audit fees considered in determining the ratio of non-audit to audit/audit-related fees/tax compliance and preparation for purposes of determining whether non-audit fees are excessive.

As auditors are the backbone upon which a company’s financial health is measured, auditor independence is absolutely essential for rendering objective opinions upon which investors then rely. When an auditor is paid excessive consulting fees in addition to fees paid for auditing, the company-auditor relationship is left open to conflicts of interest.

Auditor Ratification

The ratification of auditors is an important component of good governance. In light of the Sarbanes-Oxley Act of 2002 and increased shareholder scrutiny, some companies are opting to take auditor ratification off the ballot.

Neglecting to include the ratification of auditors on the proxy takes away the fundamental shareholder tight to ratify the company’s choice of auditor. Whereas shareholder ratification of auditors was once considered routine by many shareowners, the subsequent accounting scandals have caused shareholders to be more vigilant about the integrity of the auditors certifying their companies’ financial statements. It is now viewed as best practice for companies to place the item on ballot.

Although U.S. companies are not legally required to allow shareholders to ratify their appointment of independent auditors, roughly 60% of S&P 500 companies allow for shareholder ratification of their auditors. Submission of the audit firm for approval at the annual meeting on an annual basis gives shareholders the means to weigh in on their satisfaction (or lack thereof) on the auditor’s independent execution of their duties. Columbia Partners firmly believes mandatory auditor ratification is in line with sound and transparent corporate governance and remains an important mechanism to ensure the integrity of the auditor’s work. In the absence of legislation mandating shareholder ratification of auditors, the failure by a company to present its selection of auditors for shareholder ratification should be discouraged as it undermines good governance and disenfranchises shareholders.

Proposals to ratify auditors is examined for potential conflicts of interest, with particular attention to the fees paid to the auditor, as well as whether the ratification of auditors has been put up for shareholder vote.

• Vote FOR proposals to ratify auditors when the amount of audit fees is equal to or greater than three times (75 percent) the amount paid for consulting, unless: i) An auditor has a financial interest in or association with the company, and is therefore not independent; or ii) There is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position;

• Vote AGAINST proposals to ratify auditors when the amount of non-audit consulting fees exceeds a quarter of all fees paid to the auditor;

• Vote AGAINST or WITHHOLD from Audit Committee members in cases where consulting fees (i.e. non-audit) exceed audit fees;

• Vote AGAINST or WITHHOLD from Audit Committee members when auditor ratification is not included on the proxy ballot;

• Generally support shareholder proposals seeking to limit companies from buying consulting services from their auditor;

Auditor Rotation

Vote CASE-BY-CASE on shareholder proposals asking for audit firm rotation, taking into account:

• The tenure of the audit firm;

• The length of rotation specified in the proposal;

• Any significant audit-related issues at the company;

• The number of Audit Committee meetings held each year;

• The number of financial experts serving on the committee; and

• Whether the company has a periodic renewal process where the auditor is evaluated for both audit

quality and competitive price.

Auditor Indemnification and Limitation of Liability

Indemnification clauses allow auditors to avoid liability for potential damages, including punitive damages. Eliminating concerns about being sued for carelessness could lead to; 1) potential impairment of external auditor independence and impartiality by contractual clauses limiting their liability; and 2) a decrease the quality and reliability of the audit given the lack of consequence for an inadequate audit.

Given the substantial settlements against auditors in recent years for poor audit practices and the cost of such insurance to the company and its shareholders, there are legitimate concerns over the broader use of indemnification clauses. Such agreements may weaken the objectivity, impartiality and performance of audit firms. Columbia Partners believes it is important for shareholders to understand the full risks and implications of these agreements

and determine what impact they could have on shareholder value. At the present time, however, due to poor disclosure in this area, it is difficult to identify the existence and extent of limited liability provisions and auditor agreements, and investors lack the information needed to make informed decisions regarding these agreements.

Without uniform disclosure, it is difficult to consistently apply policy and make informed vote recommendations. As such, Columbia Partners reviews the use of indemnification clauses and limited liability provisions in auditor agreements on a case-by-case basis, when disclosure is present.

• Vote AGAINST or WITHHOLD from Audit Committee members if there is persuasive evidence that the audit committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm;

Disclosures Under Section 404 of Sarbanes-Oxley Act

Section 404 of the Sarbanes-Oxley Act requires that companies document and assess the effectiveness of their internal financial controls. Beginning in 2005, most public companies must obtain annual attestation of the effectiveness of their internal controls over financial reporting from their outside auditors. Companies with significant material weaknesses identified in the Section 404 disclosures potentially have ineffective internal financial reporting controls, which may lead to inaccurate financial statements, hampering shareholders’ ability to make informed investment decisions, and may lead to destruction of public confidence and shareholder value. The Audit Committee is ultimately responsible for the integrity and reliability of the company’s financial information and its system of internal controls.

• Vote AGAINST or WITHHOLD from Audit Committee members under certain circumstances when a material weakness rises to a level of serious concern, if there are chronic internal control issues, or if there is an absence of established effective control mechanisms;

• Vote AGAINST management proposals to ratify auditors if there is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position .

TAKEOVER DEFENSES

Poison Pills

Shareholder rights plans, typically known as poison pills, take the form of rights or warrants issued to shareholders and are triggered when a potential acquiring stockholder reaches a certain threshold of ownership. When triggered, poison pills generally allow shareholders to purchase shares from, or sell shares back to, the target company (“flip-in pill”) and/or the potential acquirer (“flip-out pill”) at a price far out of line with fair market value.

Depending on the type of pill, the triggering event can either transfer wealth from the target company or dilute the equity holdings of current shareholders. Poison pills insulate management from the threat of a change in control and provide the target board with veto power over takeover bids. Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans.

• Vote FOR shareholder proposals that ask a company to submit its poison pill for shareholder ratification;

• Review on a CASE-BY-CASE basis shareholder proposals to redeem a company’s poison pill;

• Review on a CASE-BY-CASE basis management proposals to ratify a poison pill;

• Vote AGAINST or WITHHOLD from any board where a dead-hand poison pill provision is in place. From a shareholder perspective, there is no justification for a dead-hand provision. Directors of companies with these lethal protective devices should be held fully accountable.

Greenmail

Greenmail payments are targeted share repurchases by management of company stock from individuals or groups seeking control of the company. Since only the hostile party receives payment, usually at a substantial premium over the market value of shares, the practice discriminates against most shareholders. This transferred cash, absent

the greenmail payment, could be put to much better use for reinvestment in the company, payment of dividends, or to fund a public share repurchase program.

• Vote FOR proposals to adopt an anti-greenmail provision in their charter or bylaws that would thereby restrict a company’s ability to make greenmail payments to certain shareholders;

• Review on a CASE-BY-CASE basis all anti-greenmail proposals when they are presented as bundled items with other charter or bylaw amendments.

Shareholder Ability to Remove Directors

Shareholder ability to remove directors, with or without cause, is either prescribed by a state’s business corporation law, individual company’s articles of incorporation, or its corporate bylaws. Many companies have sought shareholder approval for charter or bylaw amendments that would prohibit the removal of directors except for cause, thus ensuring that directors would retain their directorship for their full-term unless found guilty of self-dealing. By requiring cause to be demonstrated through due process, management insulates the directors from removal even if a director has been performing poorly, not attending meetings, or not acting in the best interests of shareholders.

• Vote AGAINST proposals that provide that directors may be removed only for cause;

• Vote FOR proposals which seek to restore the authority of shareholders to remove directors with or without cause;

• Vote AGAINST proposals that provide only continuing directors may elect replacements to fill board vacancies;

• Vote FOR proposals that permit shareholders to elect directors to fill board vacancies.

Shareholder Ability to Alter the Size of the Board

Proposals that would allow management to increase or decrease the size of the board at its own discretion are often used by companies as a takeover defense. Proposals to fix the size of the board at a specific number can prevent management from increasing the board size without shareholder approval when facing a proxy context. By increasing the size of the board, management can make it more difficult for dissidents to gain control of the board. Fixing the size of the board also prevents a reduction in the size of the board as a strategy to oust independent directors. Fixing board size also prevents management from increasing the number of directors in order to dilute the effects of cumulative voting.

• Vote FOR proposals that seek to fix the size of the board within an acceptable range;

• Vote AGAINST proposals that give management the ability to alter the size of the board without shareholder approval.

SHAREHOLDER RIGHTS

Confidential Voting

The confidential ballot ensures that voters are not subject to real or perceived coercion. In an open voting system, management can determine who has voted against its nominees or proposals before a final vote count. As a result, shareholders can be pressured to vote with management at companies with which they maintain or would like to establish a business relationship.

• Vote FOR shareholder proposals that request corporations to adopt confidential voting, the use of independent tabulators, and the use of independent inspectors for an election as long as the proposals include clauses for proxy contests. In the case of a contested election, management is permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents do not agree, the confidential voting policy is waived;

• Vote FOR management proposals to adopt confidential voting procedures.

Shareholder Ability to Call Special Meetings

Most state corporation statutes allow shareholders to call a special meeting when they want to take action on certain matters that arise between regularly scheduled annual meetings. Sometimes this right applies only if a shareholder or a group of shareholders own a specified percentage of shares, with ten percent being the most common. Shareholders may lose the ability to remove directors, initiate a shareholder resolution, or respond to a beneficial offer without having to wait for the next scheduled meeting if they are unable to act at a special meeting of their own calling.

• Vote AGAINST proposals to restrict or prohibit shareholder ability to call special meetings;

• Vote FOR proposals that remove restrictions on the right of shareholders to act independently of management;

• Vote AGAINST provisions that would require advance notice of more than sixty days.

Shareholder Ability to Act by Written Consent

Consent solicitations allow shareholders to vote on and respond to shareholder and management proposals by mail without having to act at a physical meeting. A consent card is sent by mail for shareholder approval and only requires a signature for action. Some corporate bylaws require supermajority votes for consents, while at others standard annual meeting rules apply. Shareholders may lose the ability to remove directors, initiate a shareholder resolution, or respond to a beneficial offer without having to wait for the next scheduled meeting if they are unable to act at a special meeting of their own calling.

• Vote AGAINST proposals to restrict or prohibit shareholder ability to take action by written consent;

• Vote FOR proposals to allow or make easier shareholder action by written consent.

Unequal Voting Rights

Incumbent managers are able to use unequal voting rights through the creation of a separate class of shares that has superior voting rights to the common shares of regular shareholders. This separate class of shares with disproportionate voting power allows management to concentrate its power and insulate itself from the wishes of the majority of shareholders. Dual class exchange offers involve a transfer of voting rights from one group of shareholders to another group of shareholders typically through the payment of a preferential dividend. A dual class recapitalization plan also establishes two classes of common stock with unequal voting rights, but initially involves an equal distribution of preferential and inferior voting shares to current shareholders.

• Vote FOR resolutions that seek to maintain or convert to a one-share-one-vote capital structure;

• Vote AGAINST requests for the creation or continuation of dual class capital structures or the creation of new or additional super-voting shares.

Supermajority Shareholder Vote Requirement to Amend the Charter or Bylaws

Supermajority shareholder vote requirements for charter or bylaw amendments are often the result of “lock-in” votes, which are the votes required to repeal new provisions to the corporate charter. Supermajority provisions violate the principle that a simple majority of voting shares should be all that is necessary to effect change regarding a company and its corporate governance provisions. Requiring more than this may entrench managers by blocking actions that are in the best interests of shareholders.

• Vote AGAINST management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments;

• Vote AGAINST management proposals seeking to lower supermajority shareholder vote requirements when they accompany management sponsored proposals to also change certain charter or bylaw amendments;

• Vote FOR shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments.

Supermajority Shareholder Vote Requirement to Approve Mergers

Supermajority provisions violate the principle that a simple majority of voting shares should be all that is necessary to effect change regarding a company and its corporate governance provisions. Requiring more than this may entrench managers by blocking actions that are in the best interests of shareholders.

• Vote AGAINST management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations;

• Vote FOR shareholder proposals to lower supermajority shareholder vote requirements for mergers and other significant business combinations.

Reimbursing Proxy Solicitation Expenses

• Generally support shareholder proposals to reimburse for proxy solicitation expenses;

• When voting in conjunction with support of a dissident slate, always support the reimbursement of all appropriate proxy solicitation expenses associated with the election;

• Generally support requests seeking to reimburse a shareholder proponent for all reasonable campaign expenditures for a proposal approved by the majority of shareholders.

Bundled Proposals

• Vote CASE-BY-CASE on bundled or conditional proxy proposals. In the case of items that are conditioned upon each other, examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders’ best interests, vote AGAINST the proposals. If the combined effect is positive, support such proposals.

MERGERS & ACQUISITIONS

A number of academic and industry studies in recent years have estimated that nearly three quarters of all corporate acquisitions fail to create economically meaningful shareholder value. These studies have also demonstrated that the larger the deal the greater the risk in realizing long-term value for shareholders of the acquiring firm. These risks include integration challenges, over-estimation of expected synergies, incompatible corporate cultures and poor succession planning. Indeed, some studies have found that smaller deals within specialized industries on average outperform “big bet” larger deals by a statistically significant factor.

In analyzing M&A deals, private placements or other transactional related items on proxy, Columbia Partners performs a well-rounded analysis that seeks to balance all facets of the deal to ascertain whether the proposed acquisition is truly going to generate long-term value for shareholders and enhance the prospects of the ongoing corporation.

Votes on mergers and acquisitions are always considered on a CASE-BY-CASE basis, taking into account the following factors:

o Impact of the merger on shareholder value;

o Perspective of ownership (target vs. acquirer) in the deal;

o Form and mix of payment (i.e. stock, cash, debt, etc.);

o Fundamental value drivers behind the deal;

o Anticipated financial and operating benefits realizable through combined synergies;

o Offer price (cost vs. premium);

o Change-in-control payments to executive officers;

o Financial viability of the combined companies as a single entity;

o Was the deal put together in good faith? What kind of auction setting took place? Were negotiations carried out at arm’s length? Was any portion of the process tainted by possible conflicts of interest?;

o Fairness opinion (or lack thereof);

o Changes in corporate governance and their impact on shareholder rights;

o What are the potential legal or environmental liability risks associated with the target firm?;

o Impact on community stakeholders and employees in both workforces;

o How will the merger adversely affect employee benefits like pensions and health care?

Fair Price Provisions

Fair price provisions were originally designed to specifically defend against the most coercive of takeover devises- the two-tiered, front-end loaded tender offer. In such a hostile takeover, the bidder offers cash for enough shares to gain control of the target. At the same time, the acquirer states that once control has been obtained, the target’s remaining shares will be purchased with cash, cash and securities, or only securities. Since the payment offered for the remaining stock is, by design, less valuable than the original offer for the controlling shares, shareholders are forced to sell out early to maximize the value of their shares. Standard fair price provisions require that in the absence of board or shareholder approval of the acquisition the bidder must pay the remaining shareholders the same price for their shares that brought control.

• Vote FOR fair price proposals as long as the shareholder vote requirement embedded in the provision is no more than a majority of disinterested shares;

• Vote FOR shareholder proposals to lower the shareholder vote requirement in existing fair price provisions.

Corporate Restructuring

• Votes concerning corporate restructuring proposals, including minority squeeze outs, leveraged buyouts, spin-offs, liquidations, and asset sales, are considered on a CASE-BY-CASE basis.

Appraisal Rights

Rights of appraisal provide shareholders who do not approve of the terms of certain corporate transactions the right to demand a judicial review in order to determine the fair value for their shares. The right of appraisal applies to mergers, sale of corporate assets, and charter amendments that may have a materially adverse effect on the rights of dissenting shareholders.

• Vote FOR proposals to restore or provide shareholders with the right of appraisal.

Spin-offs

• Votes on spin-offs are considered on a CASE-BY-CASE basis depending on the tax and regulatory advantages, planned use of sale proceeds, market focus, and managerial incentives.

Asset Sales

• Votes on asset sales are made on a CASE-BY-CASE basis after considering the impact on the balance sheet/working capital, value received for the asset, and potential elimination of diseconomies.

Liquidations

• Votes on liquidations are made on a CASE-BY-CASE basis after reviewing management's efforts to pursue other alternatives, appraisal value of assets, and the compensation plan for executives managing the liquidation.

Going Private Transactions (LBOs, Minority Squeezeouts)

• Vote on a CASE-BY-CASE basis on going private transactions, taking into account the following: offer price/premium, fairness opinion, how the deal was negotiated, conflicts of interest, other alternatives/offers considered, and non-completion risk.

• Vote CASE-BY-CASE on “going dark” transactions, determining whether the transaction enhances shareholder value by taking into consideration whether the company has attained benefits from being publicly-traded (examination of trading volume, liquidity, and market research of the stock), cash-out value, whether the interests of continuing and cashed-out shareholders are balanced, and market reaction to public announcement of transaction.

Changing Corporate Name

• Vote FOR changing the corporate name in all instances if proposed and supported by management.

CAPITAL STRUCTURE

The management of a corporation’s capital structure involves a number of important issues including dividend policy, types of assets, opportunities for growth, ability to finance new projects internally, and the cost of obtaining additional capital. Many financing decisions have a significant impact on shareholder value, particularly when they involve the issuance of additional common stock, preferred stock, or debt.

Common Stock Authorization

State statutes and stock exchanges require shareholder approval for increases in the number of common shares. Corporations increase their supply of common stock for a variety of ordinary business purposes: raising new capital, funding stock compensation programs, business acquisitions, implementation of stock splits, or payment of stock dividends.

Clear justification should accompany all management requests for shareholders approval of increases in authorized common stock. We support increases in authorized common stock to fund stock splits that are in shareholders’ interests. Consideration will be made on a case-by-case basis on proposals when the company intends to use the additional stock to implement a poison pill or other takeover defense. The amount of additional stock requested in comparison to the requests of the company’s peers as well as the company’s articulated reason for the increase must be evaluated.

• Review on a case-by-case basis proposals to increase the number of shares of common stock authorized for issue. The following factors will be considered: rationale for the increase, good performance with respect to peers and index on a five-year TSR basis, absence of non-shareholder approved poison pill, reasonable equity compensation burn rate, absence of non-shareholder approved pay plans, and absence of egregious equity compensation practices;

• Vote AGAINST proposed common stock authorizations that increase the existing authorization by more than fifty percent unless a clear need for the excess shares is presented by the company.

Reverse Stock Splits

Reverse splits exchange multiple shares for a lesser amount to increase share price. Increasing share price is sometimes necessary to restore a company’s share price to a level that will allow it to be traded on the national stock exchanges. In addition, some brokerage houses have a policy of not monitoring or investing in very low priced shares. Reverse stock splits can help maintain stock liquidity.

Management proposals to implement a reverse stock split will be reviewed on a CASE-BY-CASE basis, taking into account whether there is a corresponding proportional decrease in authorized shares. Generally support a reverse stock split if management provides a reasonable justification for the split and reduces authorized shares accordingly. Without a corresponding decrease, a reverse stock split is effectively an increase in authorized shares by reducing the number of shares outstanding while leaving the number of authorized shares to be issued at the pre-split level.

Blank Check Preferred Authorization

Preferred stock is an equity security which has certain features similar to debt instruments- such as fixed dividend payments and seniority of claims to common stock - and usually carries little to no voting rights. The terms of blank check preferred stock give the board of directors the power to issue shares of preferred stock at their discretion with voting, conversion, distribution, and other rights to be determined by the board at time of issue. Blank check preferred stock can be used for sound corporate purposes but can also be used as a device to thwart hostile takeovers without shareholder approval.

• Vote FOR proposals to create blank check preferred stock only in cases when the company expressly states that the stock will not be used as a takeover defense or carry superior voting rights;

• Review on a CASE-BY-CASE basis proposals that would authorize the creation of new classes of preferred stock with unspecified voting, conversion, dividend, distribution, and other rights;

• Review on a CASE-BY-CASE basis proposals to increase the number of authorized blank check preferred shares. If the company does not have any preferred shares outstanding, we will vote AGAINST the requested increase;

• Vote FOR shareholder proposals to have blank check preferred stock placements, other than those shares issued for the purpose of raising capital or making acquisitions in the normal course of business, submitted for shareholder ratification;

• Vote FOR proposals to eliminate dual class common stock.

Adjust Par Value of Common Stock

Stock that has a fixed per share value that is on its certificate is called par value stock. The purpose of par value stock is to establish the maximum responsibility of a stockholder in the event that a corporation becomes insolvent. Proposals to reduce par value come from certain state level requirements for regulatory industries such as banks and other legal requirements relating to the payment of dividends.

• Vote FOR management proposals to reduce the par value of common stock.

Preemptive Rights

Preemptive rights permit shareholders to share proportionately in any new issues of stock of the same class. These rights guarantee existing shareholders the first opportunity to purchase shares of new issues of stock in the same class as their own and in the same proportion. The absence of these rights could cause stockholders’ interest in a company to be reduced by the sale of additional shares without their knowledge and at prices unfavorable to them. Preemptive rights, however, can make it difficult for corporations to issue large blocks of stock for general corporate purposes. Both corporations and shareholders benefit when corporations are able to arrange issues without preemptive rights that do not result in a substantial transfer of control.

• Review on a CASE-BY-CASE basis proposals to create or abolish preemptive rights. In evaluating proposals on preemptive rights, we look at the size of a company and the characteristics of its shareholder base.

Debt Restructuring

We review on a CASE-BY-CASE basis proposals to increase common and/or preferred shares and to issue shares as part of a debt-restructuring plan. The following factors are considered:

o Dilution : How much will ownership interests of existing shareholders be reduced and how extreme will dilution to any future earnings be?

o Change in Control : Will the transaction result in a change-in-control of the company?

o Bankruptcy : How real is the threat of bankruptcy? Is bankruptcy the main factor driving the debt restructuring? Would the restructuring result in severe loss to shareholder value?

o Possible self-dealings : Generally approve proposals that facilitate debt restructuring unless there are clear signs of self-dealing or other abuses.

STATE OF INCORPORATION

Voting on State Takeover Statutes

Review on a CASE-BY-CASE basis proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freeze out provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions). We generally support opting into stakeholder protection statutes if they provide comprehensive protections for employees and community stakeholders. Columbia Partners is less supportive of takeover statutes that only serve to protect incumbent management from accountability to shareholders and which negatively influence shareholder value.

Offshore Reincorporations and Tax Havens

For a company that seeks to reincorporate, Columbia Partners evaluates the merits of the move on a CASE-BY-CASE basis, taking into consideration the company’s strategic rationale for the move, the potential economic ramifications, potential tax benefits, and any corporate governance changes that may impact shareholders. Columbia Partners believes there are a number of concerns associated with a company looking to reincorporate from the United States to offshore locales such as Bermuda, the Cayman Islands or Panama. The trend of U.S. companies seeking to move offshore appears to be on the rise, and shareholders are just beginning to understand the web of complexities surrounding the legal, tax, and governance implications involved in such a transaction.

When reviewing a proposed offshore move, the following factors are considered:

• Legal recourse for U.S. stockholders of the new company and the enforcement of legal judgments against the company under the U.S. securities laws;

• The transparency (or lack thereof) of the new locale’s legal system;

• Adoption of any shareholder-unfriendly corporate law provisions;

• Actual, quantifiable tax benefits associated with foreign incorporation;

• Potential for accounting manipulations and/or discrepancies;

• Any pending U.S. legislation concerning offshore companies;

• Prospects of reputational harm and potential damage to brand name via increased media coverage concerning corporate expatriation.

Furthermore, generally support shareholder requests calling for “expatriate” companies that are domiciled abroad yet predominantly owned and operated in America to re-domesticate back to a U.S. state jurisdiction.

CORPORATE RESPONSIBILITY & ACCOUNTABILITY

Consumer Issues

Genetically Modified Ingredients

Generally, vote AGAINST proposals asking restaurants and food retail companies to voluntarily label genetically engineered (GE) ingredients in their products or alternatively to provide interim labeling and eventually eliminate GE ingredients due to the costs and feasibility of labeling and/or phasing out the use of GE ingredients.

Vote CASE-BY CASE on proposals asking food supply and genetic research companies to voluntarily label

genetically engineered (GE) ingredients in their products or alternatively to provide interim labeling and eventually eliminate GE ingredients due to the costs and feasibility of labeling and/or phasing out the use of GE ingredients.

Vote CASE-BY-CASE on proposals asking for a report on the feasibility of labeling products containing GE

Ingredients taking into account:

• The relevance of the proposal in terms of the company's business and the proportion of it affected by

the resolution;

• The quality of the company’s disclosure on GE product labeling and related voluntary initiatives and

how this disclosure compares with peer company disclosure;

• Company’s current disclosure on the feasibility of GE product labeling, including information on the

related costs;

• Any voluntary labeling initiatives undertaken or considered by the company.

Generally vote AGAINST proposals seeking a report on the health and environmental effects of genetically modified organisms (GMOs). Health studies of this sort are better undertaken by regulators and the scientific community.

Generally vote AGAINST proposals to completely phase out GE ingredients from the company's products or proposals asking for reports outlining the steps necessary to eliminate GE ingredients from the company’s products. Such resolutions presuppose that there are proven health risks to GE ingredients (an issue better left to federal regulators) that outweigh the economic benefits derived from biotechnology.

Consumer Lending

Vote CASE-BY CASE on requests for reports on the company’s lending guidelines and procedures, including the establishment of a board committee for oversight, taking into account:

• Whether the company has adequately disclosed mechanisms in place to prevent abusive lending

practices;

• Whether the company has adequately disclosed the financial risks of the lending products in question;

• Whether the company has been subject to violations of lending laws or serious lending controversies;

• Peer companies’ policies to prevent abusive lending practices.

Pharmaceutical Pricing

Generally vote AGAINST proposals requesting that companies implement specific price restraints on

pharmaceutical products unless the company fails to adhere to legislative guidelines or industry norms in its product pricing.

Vote CASE-BY-CASE on proposals requesting that the company evaluate their product pricing considering:

• The existing level of disclosure on pricing policies;

• Deviation from established industry pricing norms;

• The company’s existing initiatives to provide its products to needy consumers;

• Whether the proposal focuses on specific products or geographic regions.

Pharmaceutical Product Reimportation

• Generally support shareholder proposals requesting that companies report on the financial and legal impact of their policies regarding prescription drug reimportation, unless such information is already publicly disclosed.

• Generally support shareholder proposals requesting that companies adopt specific policies to encourage or not constrain prescription drug reimportation.

Product Safety and Toxic Materials

Generally vote FOR proposals requesting the company to report on its policies, initiatives/procedures, and oversight mechanisms related to toxic materials and/or product safety in its supply chain, unless:

• The company already discloses similar information through existing reports or policies such as a

Supplier Code of Conduct and/or a sustainability report;

• The company has formally committed to the implementation of a toxic materials and/or product safety and supply chain reporting and monitoring program based on industry norms or similar standards within a specified time frame; and

• The company has not been recently involved in relevant significant controversies or violations.

Vote CASE-BY-CASE on resolutions requesting that companies develop a feasibility assessment to phase-out of certain toxic chemicals and/or evaluate and disclose the potential financial and legal risks associated with utilizing certain chemicals, considering:

• Current regulations in the markets in which the company operates;

• Recent significant controversy, litigation, or fines stemming from toxic chemicals or ingredients at the company; and

• The current level of disclosure on this topic.

Generally vote AGAINST resolutions requiring that a company reformulate its products.

Tobacco-Related Proposals

• Vote FOR shareholder proposals seeking to limit the sale of tobacco products to minors;

• Generally vote AGAINST proposals calling for a full phase out of tobacco related product lines.

Equal Employment Opportunity

• Vote FOR proposals calling for action on equal employment opportunity and anti-discrimination;

• Vote FOR legal and regulatory compliance and public reporting related to non-discrimination, affirmative action, workplace health and safety, environmental issues, and labor policies and practices that affect long-term corporate performance;

• Vote FOR non-discrimination in salary, wages, and all benefits.

Climate Change and the Environment

Climate Change

In general, vote FOR resolutions requesting that a company disclose information on the impact of climate change on the company’s operations unless:

• The company already provides current, publicly-available information on the perceived impact that

climate change may have on the company as well as associated policies and procedures to address such

risks and/or opportunities;

• The company’s level of disclosure is comparable to or better than information provided by industry

peers; and

• There are no significant fines, penalties, or litigation associated with the company’s environmental

performance.

Concentrated Area Feeding Operations (CAFOs)

• Generally support resolutions requesting that companies report to shareholders on the risks and liabilities associated with concentrated animal feeding operations (CAFOs) unless the company has publicly disclosed guidelines for its corporate and contract farming operations, including compliance monitoring or if the company does not directly source from CAFOs.

Energy Efficiency

Vote CASE-BY-CASE on proposals requesting a company report on its energy efficiency policies, considering:

• The current level of disclosure related to energy efficiency policies, initiatives, and performance

measures;

• The company’s level of participation in voluntary energy efficiency programs and initiatives;

• The company’s compliance with applicable legislation and/or regulations regarding energy efficiency;

and

• The company’s energy efficiency policies and initiatives relative to industry peers.

Facility Safety (Nuclear and Chemical Plant Safety)

Vote CASE-BY-CASE on resolutions requesting that companies report on risks associated with their operations and/or facilities, considering:

• The company’s compliance with applicable regulations and guidelines;

• The level of existing disclosure related to security and safety policies, procedures, and compliance

monitoring; and,

• The existence of recent, significant violations, fines, or controversy related to the safety and security

of the company’s operations and/or facilities.

General Environmental Reporting

Generally vote FOR requests for reports disclosing the company’s environmental policies unless it already has well-documented environmental management systems that are available to the public.

Greenhouse Gas Emissions

Generally vote FOR proposals requesting a report on greenhouse gas emissions from company operations and/or products unless this information is already publicly disclosed or such factors are not integral to the company’s line of business.

Generally vote AGAINST proposals that call for reduction in greenhouse gas emissions by specified amounts or within a restrictive time frame unless the company lags industry standards and has been the subject of recent, significant fines or litigation resulting from greenhouse gas emissions.

Operations in Protected Areas

Generally vote FOR requests for reports outlining potential environmental damage from operations in protected regions unless:

• Operations in the specified regions are not permitted by current laws or regulations;

• The company does not currently have operations or plans to develop operations in these protected

regions; or,

• The company provides disclosure on its operations and environmental policies in these regions

comparable to industry peers.

Recycling

Vote CASE-BY-CASE on proposals to adopt a comprehensive recycling strategy, taking into account:

• The nature of the company’s business and the percentage affected;

• The extent that peer companies are recycling;

• The timetable prescribed by the proposal;

• The costs and methods of implementation;

• Whether the company has a poor environmental track record, such as violations of applicable

regulations.

Renewable Energy

In general, vote FOR requests for reports on the feasibility of developing renewable energy sources unless the report is duplicative of existing disclosure or irrelevant to the company’s line of business.

Generally vote AGAINST proposals requesting that the company invest in renewable energy sources. Such decisions are best left to management’s evaluation of the feasibility and financial impact that such programs may have on the company.

General Corporate Issues

High-Performance Workplace

High-performance workplace practices emphasize employee training, participation, and feedback. The concept of a high-performance workplace has been endorsed by the U.S. Department of Labor and refers to a workplace that is designed to provide workers with the information, skills, incentives, and responsibility to make decisions essential for innovation, quality improvement and rapid response to changes in the marketplace. These standards embrace a “what is good for the worker is good for the company” philosophy. Studies have shown that improvement in human resources practices is associated with increases in total return to shareholders. High-performance workplace standards proposals can include linking compensation to social measures such as employee training, morale and safety, environmental performance and workplace lawsuits.

• Generally support proposals that incorporate high-performance workplace standards.

Political Contributions Reporting & Disclosure

• Support reporting of political and political action committee (PAC) contributions;

• Support establishment of corporate political contributions guidelines and internal reporting provisions or controls;

• Vote AGAINST shareholder proposals asking to publish in newspapers and public media the company’s political contributions as such publications could present significant cost to the company without providing commensurate value to shareholders.

CONTRACTOR SUPPLIER STANDARDS

Corporate Conduct and Labor Code of Conduct

• Support the principles and codes of conduct relating to company investment and/or operations in countries with patterns of human rights abuses or pertaining to geographic regions experiencing political turmoil (Northern Ireland, Columbia, Burma, former Soviet Union, and China);

• Support the implementation and reporting on ILO codes of conduct;

• Support independent monitoring programs in conjunction with local and respected religious and human rights groups to monitor supplier and licensee compliance with Codes.

Military Sales

Shareholder proposals from church groups and other community organizations ask companies for detailed reports on foreign military sales. These proposals often can be created at reasonable cost to the company and contain no proprietary data. Large companies can supply this information without undue burden and provide shareholders with information affecting corporate performance and decision-making.

• Generally support reports on foreign military sales and economic conversion of facilities and where such reporting will not disclose sensitive information that could impact the company adversely or increase its legal exposure;

• Generally vote AGAINST proposals asking a company to develop specific military contracting criteria.

MacBride Principles

• Support the MacBride Principles for operations in Northern Ireland that request companies to abide by equal employment opportunity policies.

Nuclear and Depleted Uranium Weapons

Vote AGAINST proposals asking a company to cease production or report on the risks associated with the use of depleted uranium munitions or nuclear weapons components and delivery systems, including disengaging from current and proposed contracts. Such contracts are monitored by government agencies, serve multiple military and non-military uses, and withdrawal from these contracts could have a negative impact on the company’s business.

Report on Operations in Sensitive Regions or Countries

• Generally support shareholder proposals to adopt labor standards in connection with involvement in a certain market and other potentially sensitive geopolitical regions;

• Generally support shareholder proposals seeking a report on operations within a certain market and documentation of costs of continued involvement in a given country or region;

• Generally support requests for establishment of a board committee to review and report on the reputational risks and legal compliance with U.S. sanctions as a result of the company’s continued operations in countries associated with terrorist sponsored activities;

• Consider shareholder proposals to pull out of a certain market on a CASE-BY-CASE basis considering factors such as overall cost, FDI exposure, level of disclosure for investors, magnitude of controversy, and the current business focus of the company.

Sustainability

Sustainability Reporting

Generally vote FOR proposals requesting the company to report on policies and initiatives related to social, economic, and environmental sustainability, unless:

• The company already discloses similar information through existing reports or policies such as an

Environment, Health, and Safety (EHS) report; a comprehensive Code of Corporate Conduct; and/or a

Diversity Report; or

• The company has formally committed to the implementation of a reporting program based on Global

Reporting Initiative (GRI) guidelines or a similar standard within a specified time frame.

POLARIS CAPITAL MANAGEMENT, LLC

Code of Ethics

I. Introduction

The policies in this Code of Ethics reflect the assumption and expectation of Polaris Capital Management, LLC (“Polaris”) of unqualified loyalty to the interests of Polaris and its clients on the part of each employee of Polaris. In the course of their service to Polaris, employees must be under no influence which may cause them to serve their own or someone else’s interests rather than those of Polaris or its clients.

Employees should understand that this Code of Ethics applies to both direct and indirect business interests. Polaris’s policies reflect its desire to detect and prevent not only situations involving actual or potential conflict of interests, but also those situations involving only an appearance of conflict or of unethical conduct. Polaris’s business is one dependent upon public confidence. The mere appearance of possibility of doubtful loyalty is as important to avoid as actual disloyalty itself. The appearance of impropriety could besmirch Polaris’s name and damage its reputation to the detriment of all those with whom we do business.

II. Statement of General Principles

It is the policy of Polaris that all of its employees must comply with all federal securities laws (as defined below in Section IV) applicable to its business. The fundamental position of Polaris is, and has been, that it shall place at all times the interests of Polaris’s clients first. Accordingly, private financial transactions by Polaris employees who are “access persons” (as defined below in Section IV) of Polaris must be conducted consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an access person’s position of trust and responsibility. Further, access persons should not take inappropriate advantage of their positions with or on behalf of any client of Polaris.

Without limiting in any manner the fiduciary duty owed by access persons to the clients of Polaris or the provisions of this Code of Ethics, it should be noted that Polaris considers it proper that purchases and sales be made by its access persons in the marketplace of securities owned by the clients of Polaris; provided, however, that such securities transactions comply with the spirit of, and the specific restrictions and limitations set forth in, this Code of Ethics. Such personal securities transactions should also be made in amounts consistent with the normal investment practice of the person involved and, with respect to investment personnel (as defined below in Section IV), with an investment, rather than a trading, outlook. Not only does this policy encourage investment freedom and result in investment experience, but it also fosters a continuing personal interest in such investments by those responsible for the continuous supervision of the clients’ portfolios. It is also evidence of confidence in the investments made.

Further, personal investing by an access person should be conducted in such a manner so as to eliminate the possibility that the access person’s time and attention is being devoted to his or her personal investments at the expense of time and attention that should be devoted to management of a client’s portfolio.

It bears emphasis that technical compliance with procedures, prohibitions and limitations of this Code of Ethics will not automatically insulate from scrutiny personal securities transactions which show a pattern of abuse by an access person of his or her fiduciary duty to any client of Polaris.

III. Legal Requirements

Section 17(j) of the Investment Company Act of 1940, as amended (the “1940 Act”), provides, among other things, that it is unlawful for any affiliated person of Polaris to engage in any act, practice or course of business in connection with the purchase or sale, directly or indirectly, by such affiliated person of any security held or to be acquired by an investment company in contravention of such rules and regulations as the Securities and Exchange Commission (the “Commission”) may adopt to define and prescribe means reasonably necessary to prevent such acts, practices or courses of business as are fraudulent, deceptive or manipulative. Pursuant to Section 17(j), the Commission has adopted Rule 17j-1, which states that it is unlawful for any affiliated person of Polaris, in connection with the purchase or sale of a security held or to be acquired (as defined in the Rule) by an investment company:

(i)

to employ any device, scheme or artifice to defraud a client, which is an investment company;

(ii)

to make to a client, which is an investment company, any untrue statement of a material fact or omit to state to a client a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(iii)

to engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon a client, which is an investment company; or

(iv)

to engage in any manipulative practice with respect to a client, which is an investment company.

(v)

Rule 17j-1 requires Polaris, as an investment adviser to investment companies (as defined below in Section (IV), to adopt a written code of ethics containing provisions reasonably necessary to prevent its access persons from engaging in any of the prohibited conduct referenced above.

In addition, Section 204A of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), requires investment advisers such as Polaris to establish, maintain, and enforce written policies and procedures reasonably designed, taking into consideration the nature of such investment adviser’s business, to prevent the misuse in violation of the Advisers Act or the Securities Exchange Act of 1934, or the rules or regulations thereunder, of material, nonpublic information by such investment adviser or any person associated with such investment adviser. Pursuant to Section 204A of the Advisers Act, the Commission has adopted Rule 204A-1, which requires Polaris to establish, maintain and enforce a written code of ethics that, at a minimum,

includes:

(i)

standards of conduct and compliance with federal securities laws;

(ii) personal securities trading;

(ii)

initial public offerings and limited offerings;

(iv) reporting violations of the code; and

(v) educating employees about the code and obtaining an employee acknowledgement.

IV. Definitions

For purposes of this Code of Ethics, the following definitions shall apply:

1. The term “ access person ” shall mean any director, officer or advisory person (as defined below) of Polaris excluding any director, who would otherwise be considered an access person, because they are not involved in or have knowledge of the firm’s day to day activities or trading activity.

2. The term “ advisory person ” shall mean: (i) every employee of Polaris (or of any company in a control relationship to Polaris) (a) who makes, participates in, or obtains or has access to information regarding, the purchase or sale of a security (as defined below) by a client, or whose functions relate to the making of any recommendations with respect to such purchases or sales or (b) who has access to nonpublic information regarding the portfolio holdings of a client; and (ii) every natural person in a control relationship to Polaris (a) who obtains information concerning recommendations made to a client with regard to the purchase or sale of a security or (b) who has access to nonpublic information regarding the portfolio holdings of a client.

3. A security is “ being considered for purchase or sale ” when a recommendation to purchase or sell a security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

4. The term “ beneficial ownership ” shall mean a direct or indirect "pecuniary interest" (as defined in subparagraph (a) (2) of Rule 16a-1 under the Securities Exchange Act of 1934, as amended) that is held or shared by a person directly or indirectly (through any contract, arrangement, understanding, relationship or otherwise) in a security. While the definition of "pecuniary interest" in subparagraph (a) (2) of Rule 16a-1 is complex, the term generally means the opportunity directly or indirectly to provide or share in any profit derived from a transaction in a security. An indirect pecuniary interest in securities by a person would be deemed to exist as a result of: (i) ownership of securities by any of such person's immediate family members sharing the same household (including child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother- or father-in-law, sister- or brother-in-law, and son- or daughter-in-law; (ii) the person's partnership interest in the portfolio securities held by a general or limited partnership; (iii) the existence of a performance-related fee (not simply an asset-based fee) received by such person as broker, dealer, investment adviser or manager to a securities account; (iv) the person's right to receive dividends from a security provided such right is separate or separable from the underlying securities; (v) the person's interest in securities held by a trust under certain circumstances;

and (vi) the person's right to acquire securities through the exercise or conversion of a "derivative security" (which term excludes (a) a broad-based index option or future, (b) a right with an exercise or conversion privilege at a price that is not fixed, and (c) a security giving rise to the right to receive such other security only pro rata and by virtue of a merger, consolidation or exchange offer involving the issuer of the first security).

5. The term “ client ” shall mean an entity (natural person, corporation, investment company or other legal structure having the power to enter into legal contracts), which has entered into a contract with Polaris to receive investment management services.

6. The term “ control ” shall mean the power to exercise a controlling influence over the

management or policies of Polaris, unless such power is solely the result of an official

position with Polaris, all as determined in accordance with Section 2 (a) (9) of the 1940 Act.

7. The term “ federal securities laws ” shall mean the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the 1940 Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

8. The term “ initial public offering ” shall mean an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

9. The term “ investment company ” shall mean a management investment company registered as such under the 1940 Act and for which Polaris is the investment adviser or sub-adviser regardless of whether the investment company has entered into a contract for investment management services with Polaris.

10. The term “ investment personnel ” shall mean all portfolio managers of Polaris and other advisory persons who assist the portfolio managers in making investment decisions for a client, including, but not limited to, analysts and traders of Polaris.

11. The term “ limited offering ” shall mean an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) thereof or pursuant to Rule 504, Rule 505, or Rule 506 thereunder.

12. The term “ material nonpublic information ” with respect to an issuer shall mean

information, not yet released to the public that would have a substantial likelihood of

affecting a reasonable investor's decision to buy or sell any securities of such issuer.

13. The term “ Performance Accounts ” shall mean all clients for which Polaris receives a performance-related fee and in which Polaris is deemed to have an indirect pecuniary interest because of the application of Rule 16a-1(a)(2)(ii)(C) under the Securities and Exchange Act of 1934, as amended, as required by Rule 17j-1 under the 1940 Act.

14. The term “ purchase ” shall include the writing of an option to purchase.

15. The term “ Review Officer ” shall mean the officer or employee of Boston Investor Services, Inc. designated from time to time by Polaris to receive and review reports of purchases and sales by access persons. The term “ Alternate Review Officer ” shall mean the officer of Boston Investor Services, Inc. designated from time to time by Polaris to receive and review reports of purchases and sales by the Review Officer, and who shall act in all respects in the manner prescribed herein for the Review Officer.

16. The term “ sale ” shall include the writing of an option to sell.

17. The term “ security ” shall have the meaning set forth in Section 2 (a)(36) of the 1940 Act,except that it shall not include shares of NON-CLIENT investment companies ( which also do not, either directly or through their underwriters or other investment advisers, control Polaris or are not controlled by or under common control with Polaris ), securities issued by the United States government, short-term securities which are “government securities” within the meaning of Section 2 (a)(16) of the 1940 Act, bankers’ acceptances, bank certificates of deposit, commercial paper and such other money market instruments as may designated from time to time by Polaris.

V. Substantive Restrictions On Personal Trading Activities

A. Prohibited Activities

While the scope of actions which may violate the Statement of General Principles set forth above cannot be defined exactly, such actions would always include at least the following prohibited activities.

1. All employees shall avoid profiting by securities transactions of a short-term trading nature (including market timing) involving shares of an investment company. Transactions which involve a purchase and sale, or sale and purchase, of shares of the same series of an investment company (excluding Money Market Funds and Short Duration Funds or similar short-term fixed income fund) within sixty (60) calendar days shall be deemed to be of a trading nature and thus prohibited unless prior written approval of the transaction is obtained from the Review Officer. This restriction shall also not apply to purchase and sales of shares an investment company pursuant to an automatic dividend reinvestment plan or automatic investment, exchange or withdrawal plan, which includes purchases of shares of an investment company through automatic contributions to an employer sponsored retirement or employee benefit plan.

2. No access person shall, directly or indirectly, purchase or sell securities in such a

way that the access person knew, or reasonably should have known, that such securities

transactions compete in the market with actual or considered securities transactions for any client of Polaris, or otherwise personally act to injure any client's securities

transactions;

3. No access person shall use the knowledge of securities purchased or sold by any client of Polaris or securities being considered for purchase or sale by any client of Polaris to profit personally, directly or indirectly, by the market effect of such transactions;

sale of a security on behalf or any client of Polaris, except to the extent necessary to effectuate securities transactions on behalf of the client of Polaris;

5. No access person shall, directly or indirectly, execute a personal securities transaction on a day during which a client of Polaris has a pending "buy" or "sell" order in that same or equivalent security until that order is executed or withdrawn;

6. No access person shall accept any gift or other thing of more than de minimis value from any person or entity that does business with or on behalf of client;

7. No access persons shall serve on the board of directors of any publicly traded company, absent prior written authorization and determination by the President of Polaris that the board service would be consistent with the interests of clients. Where board service is authorized, access persons serving as directors normally should be isolated from those persons making investment decisions through “Chinese Wall” or other procedures. All access persons are prohibited from accepting any service, employment, engagement, connection, association or affiliation in or with any enterprise, business of otherwise which is likely to materially interfere with the effective discharge of responsibilities to Polaris and its clients;

8. Investment personnel shall avoid profiting by securities transactions of a trading nature, which transactions are defined as a purchase and sale, or sale and purchase, of the same (or equivalent) securities within sixty (60) calendar days;

9. Investment personnel shall not, directly or indirectly, purchase any security sold in an initial public offering. Access persons shall not, directly or indirectly, purchase any security sold in an initial public offering without obtaining prior written approval from the Review Officer;

10. Investment personnel and access persons shall not, directly or indirectly, purchase any security issued pursuant to a limited offering without obtaining prior written approval from the Review Officer. Investment personnel who have been authorized to acquire securities in a private placement must disclose such investment when they are involved in a client’s subsequent consideration of an investment in the issuer. In such circumstances, the client's decision to purchase securities of the issuer must be independently reviewed by investment personnel with no personal interest in the issuer;

11. Investment personnel shall not recommend any securities transaction on behalf of a client without having previously disclosed any beneficial ownership interest in such securities or the issuer thereof to the Review Officer including without limitation:

a. his or her beneficial ownership of any securities of such issuer;

b. any contemplated transaction by such person in such securities;

c. any position with such issuer or its affiliates; and

d. any present or proposed business relationship between such issuer or its affiliates and such person or any party in which such person has a significant interest. Such interested investment personnel may not participate in the decision for the client to purchase and sell securities of such issuer.

12. No Investment personnel shall, directly or indirectly, purchase or sell any security or

equivalent security in which he or she has, or by reason of such purchase acquires, any beneficial ownership within a period of seven (7) calendar days before and after a client has purchased or sold such security.

B. Exempt Transactions and Conduct

This Code of Ethics shall not be deemed to be violated by any of the following transactions:

1. Purchases or sales for an account over which the access person has no direct or indirect

influence or control;

2. Purchases or sales which are non-volitional on the part of the access person;

3. Purchases which are part of an automatic dividend reinvestment plan;

4. Purchases made by exercising rights distributed by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired by the access person from the issuer, and sales of such rights so acquired;

5. Tenders of securities pursuant to tender offers which are expressly conditioned on the tender offer's acquisition of all of the securities of the same class;

6. Purchases or sales for which the access person has received prior written approval from the Review Officer. Prior approval shall be granted only if a purchase or sale of securities is consistent with the purposes of this Code of Ethics and the federal securities laws and the rules thereunder; and

7. Purchases or sales made in good faith on behalf of a client, it being understood by, and

disclosed to, each client that Polaris may make contemporaneous investment decisions and cause to be effected contemporaneous executions on behalf of one or more of the clients and that such executions may increase or decrease the price at which securities are purchased or sold for theclients.

VI. Compliance Procedures

A. Ownership of Shares of an Investment Company

Every access person who beneficially owns shares of an investment company is required to own such shares either:

(i ) directly with the investment company in the name of the employee or in the name of an immediate family member (or other person or entity whose direct ownership causes the employee to be deemed to be the beneficial owner of the shares),

(ii) through a retirement or employee benefit plan sponsored by a family member’s employer to the extent the access person is the beneficial owner of the shares as a result of the ownership of the shares by that family member.

Every access person is required to notify the Review Officer in writing within thirty (30)

days of a list of the persons (other than the employee) who are the record owners of the

shares of an investment company which are beneficially owned by the employee and the

associated account numbers or name of employer sponsoring the retirement or employee

benefit plan. Every employee is required to notify the Review Officer in writing within

thirty (30) days of any change to that list, including the addition of new persons to the

list.

B. Preclearance for Personal Securities Investments

Every access person or person with beneficial ownership interest shall be required to submit on Form III their intent to trade for their own account to the Review Officer. The Review Officer will be obligated to determine whether any prohibitions or restrictions apply to the relevant securities and respond to the access persons submitting such intent to trade forms in writing. The Review Officer shall approve or not approve the transactions and will respond in writing within two business days following the date of submission by indicating on the pre-clearance form if the transaction is approved or not approved. If the transaction is approved the trade may be considered “precleared” and the access person may execute such “precleared” trade anytime within two business days following the lapse of the Review Officer's two day period. If four business days have elapsed, not including the day the form was submitted, and the access person's trade has not been executed, “preclearance” will lapse and the access person may not trade without violating this preclearance provision. The access person will be required to submit

another Form III and have the intended trade “precleared” again.

C. Records of Securities Transactions

1. Upon the discretion and written request of the Review Officer, access persons are required to direct their brokers to supply to Polaris on a timely basis duplicate copies of confirmations of all securities transactions and copies of periodic statements for all securities accounts in which the access person has a beneficial ownership interest. Such brokerage reports may be provided in lieu of the reports required under Paragraph D of this Section VI, provided that such brokerage reports contain all the information required by Paragraph D.2 and are provided within the time period specified in Paragraph D.2.

D. Personal Reporting Requirements

1. Each access person shall submit to the Review Officer a report in the form annexed hereto as Form I or in similar form (such as a computer printout), which report shall set forth at least the information described in subparagraph 2 of this Paragraph D as to all securities transactions and any securities accounts opened during each quarterly period, in which such access person has, or by reason of such transactions or new account acquires of disposes of, any beneficial ownership of a security (including, in the case of the account information required under subparagraph D.2.B, securities excepted from the definition of securities in Section IV.17).

company. The access person is not required to include in this report transactions in shares of money market funds and short duration funds (or similar short-term fixed income fund) and purchases and sales pursuant to an automatic dividend reinvestment plan or automatic investment, exchange or withdrawal plan, including purchases through automatic contributions to the retirement or employee benefit plan. If no transactions in any investment company shares required to be reported were effected during a quarterly period , such employee shall submit to Review Officer a report on Form I within the time-frame specified below stating that no reportable securities transactions were effected.

2. Every report on Form I shall be made not later than thirty (30) days after the end of each calendar quarter in which the transaction(s) to which the report relates was effected and shall contain the following information:

A. Transactions in Securities .

(1) the date of each transaction, the title, the exchange ticker symbol or CUSIP number (as applicable), the interest rate and maturity date (if applicable), the class and number of shares, and the principal amount of each security involved;

(2) the nature of each transaction (i.e., purchases, sale or other type of acquisition or disposition);

(3) the price at which each transaction was effected; and

(4) the name of the broker, dealer or bank with or through whom each transaction was effected; and

(5) the signature of the employee/access person and the date the report was

submitted.

If no transactions in any securities required to be reported were effected during a quarterly period by an access person such access person shall submit to the Review Officer a report on Form I within the time-frame specified above stating that no reportable securities transactions were effected. However, if an access person has provided for the Review Officer to receive all of his or her brokerage statements and confirmations with respect to all accounts over which he or she has beneficial ownership, that access person is not required to submit a report indicating there were no reportable securities transactions during that quarterly period.

An access person need not submit a transactions report under this subparagraph D.2.A:

(1) with respect to any securities (including those excepted from the if the access

person has provided for the Review Officer to receive all of his or her brokerage

statements and such statements contain all of the information required under this

subparagraph.

B. Securities Accounts Opened ( NOTE: This includes accounts holding ANY

securities, including those excepted from the definition of securities in Section IV.17. )

(1) the name of the broker, dealer or bank with whom the access person

established the account;

(2) the date the account was established; and

(3) the date the report was submitted by the access person.

An access person need not submit a report under this Paragraph D:

(1) with respect to transactions effected for, and securities held in, any account over which the person has no direct or indirect influence or control;

(2) with respect to transactions effected pursuant to an automatic investment plan;

And

(3) if the access person has provided for the Review Officer to receive all of his or

her brokerage statements and such statements contain all of the information

required by this Paragraph D.2 and are submitted within the required time period.

E. Disclosure of Personal Holdings

1. Each access person shall submit to Polaris an initial holdings report no later than 10 days after the person becomes an access person which contains the following information (with such information current as of a date no more than 45 days before the report is submitted):

(i) The title and type of security, the exchange ticker symbol or CUSIP number (as applicable), the interest rate and maturity date (as applicable), the number of shares and principal amount of each security in which the access person had any beneficial ownership when the person became an access person ;

(ii) The name of any broker, dealer of bank with whom the access person maintained an account in which any securities (including the securities which are excepted from the definition of securities in Section IV.14.) were held for the direct or indirect benefit of the access person as of the date the person became an access person ; and

(iii) The date the report was submitted.

2. Each access person shall submit to Polaris an annual holdings report which contains the following information (with such information current as of a date no more than 45 days before the report is submitted):

(i) The title, number of shares and principal amount of each security in which the access person had any beneficial ownership;

(iii)

The name of any broker, dealer of bank with whom the access person maintained an account in which any securities (including the securities which are excepted from the definition of securities in Section IV.17.) were held for the direct or indirect benefit of the access person ; and

(iv)

The date the report was submitted.

If an access person is the beneficial owner of shares of an investment company which are held through a retirement or employee benefit plan, the access person shall submit to the Review Officer initial an annual holdings reports in the manner set forth above for access persons which disclose the beneficial ownership of shares of an investment company held through the retirement or employee benefit plan. In place of disclosing the name of any broker, dealer or bank with whom the account was maintained, the employee shall disclose the name of the employer sponsoring each retirement or employee benefit plan in which shares of the investment company are held.

An access person need not submit a report under this Paragraph E with respect to securities held in any account over which the person has no direct or indirect influence or control.

F. Reporting of Code Violations

All employees of Polaris shall have an obligation to report any suspected or actual violations of this Code of Ethics to Polaris’s Chief Compliance Officer who shall address the matter with Polaris’s President. If the President of Polaris, after consultation with the Chief Compliance Officer and, as necessary, legal counsel, determines a violation has occurred, he or she shall immediately impose sanctions as set forth in Section VII, inform the client affected and report such sanctions to the client.

G. Review of Reports

1. The Review Officer or the Alternate Review Officer or their designee shall review and initial all reports required by Paragraphs D and E of this Section VI.

2. At the end of each calendar quarter, the Review Officer shall prepare a summary of all

transactions by access persons in securities which were purchased, sold, held or considered for purchase or sale by each client during the prior quarter.

3. Both the Review Officer and the Alternate Review Officer shall compare all reported

personal securities transaction with completed and contemplated portfolio transactions of the client to determine whether a violation of this Code of Ethics may have occurred. The Review Officer and Alternative Review Officer shall also compare an access person’s reported personal securities transactions with the holdings disclosed on the access person’s annual holdings report. Before making any determination that a violation has been committed by any person, the Review Officer shall give such person an opportunity to supply additional explanatory material.

H. Review of Performance Accounts

If Applicable, the Review Officer shall review on a quarterly basis all transactions in securities on behalf of the Performance Accounts that were conducted simultaneously with transactions in the same securities on behalf of other clients.

I. Annual Certification of Compliance

All Polaris employees shall certify annually on the form annexed hereto as Form IV that they (i) have received, read and understand this Code of Ethics and recognize that they are subject hereto, (ii) have complied with the requirements of this Code of Ethics and (iii) will comply with all applicable requirements of this Code of Ethics.

J. Joint Participation

Access persons should be aware that a specific provision of the 1940 Act prohibits such persons, in the absence of an order of the Commission, from effecting a transaction in which an investment company is a “joint or a joint and several participant” with such person. Any transaction which suggests the possibility of a question in this area should be presented to legal counsel for review.

K. Investment Company Board Approval and Annual Reports to Board

1. Polaris shall submit this Code of Ethics, and any material changes to this Code of Ethics, to the board of directors of any investment company for approval.

2. No less frequently than annually, Polaris shall submit to the board of directors of any

investment company, a written report that:

(i)

describes any issues arising under this Code of Ethics or related procedures since the last report to the board of directors, including, but not limited to, information about material violations of this Code of Ethics or related procedures and sanctions imposed in response to such material violations; and

(ii)

certifies that Polaris has adopted procedures reasonably necessary to prevent access persons from violating this Code of Ethics.

L. Sub-contractors and Polaris

Polaris may contract with other investment advisers to provide research and administrative services. Each such sub-contractor is subject to its own Code of Ethics, a copy of which has been made available to Polaris. Each sub-contractor is required to submit quarterly to Polaris a report that there have been no violations of the sub-contractor's Code of Ethics during the most recent calendar quarter. If there have been violations of the sub-contractor's Code of Ethics, the subcontractor must submit a detailed report of such violations and what remedial action, if any, was taken. If the sub-contractor's violation involved a client of Polaris, such violation will be analyzed by the Review Officer in Section VI F.3. (above); provided, however, that if the subcontractor

is Boston Investor Services, Inc., the analysis of the violation will be done by the

President of Polaris.

M. Compliance with Federal Securities Laws

All Polaris employees are required to comply with all federal securities laws applicable to

Polaris’s business.

VII. SANCTIONS

Any violation of this Code of Ethics shall result in the imposition of such sanctions as Polaris may deem appropriate under the circumstances, which may include, but is not limited to, removal, suspension of demotion from office, imposition of a fine, a letter of censure and/or restitution to the affected client of an amount equal to the advantage the offending person shall have gained by reason of such violation.

The sanction of disgorgement of any profits realized may be imposed for any of the following violations:

a. Violation of the prohibition against investment personnel profiting from securities transactions of a trading nature;

b. Violation of the prohibition against access persons, directly or indirectly, executing a personal securities transaction on a day during which a client in his or her complex has a pending "buy" or "sell" order; and,

c. Violation of the prohibition against portfolio managers, directly or indirectly,

purchasing or selling any security in which he or she has, or by reason of such purchase acquired, any beneficial ownership within a period of seven (7) calendar days before and after a client has purchased or sold such security.

VIII. RECORDKEEPING REQUIREMENTS

Polaris shall maintain and preserve in an easily accessible place:

a. a copy of the Code of Ethics (and any prior code of ethics that was in effect at any time during the past five years) for a period of five years;

b. a record of any violation of this Code of Ethics and of any action taken as a result of such violation for a period of five years following the end of the fiscal year in which the violation occurs;

c. a copy of each report (or computer printout) submitted under this Code of Ethics for a period of five years, only those reports submitted during the previous two years must be maintained and preserved in an easily accessible place;

d. a copy of each report to the board of directors of any investment company made under Paragraph K of Section VI; and

e. a list of all persons who are, or within the past five years were, required to make reports pursuant to this Code of Ethics;

f. the names of each person who is serving or who has served as Review Officer or Alternative Review Officer within the past five years;

g. a record of all written acknowledgments made under Section VI.I;

h. a record of every decision and the reasons supporting it under Section VI.B to approve the acquisition of securities by an access person in any initial public offering or limited offering.

IX. MISCELLANEOUS

A. Confidentiality

All information obtained from any access person hereunder shall be kept in strict confidence by Polaris, except that reports of securities transaction hereunder will be made available to the Commission or any other regulatory or self-regulatory organization to the extent required by law or regulation.

B. Notice to Access Persons

Polaris shall identify all persons who are considered to be "access persons," "investment personnel" and "portfolio managers," inform such persons of their respective duties and provide such persons with copies of this Code of Ethics.

Reviewed: March 25, 2009

Analytic Investors, LLC

Proxy Voting Policy and Procedure

Analytic Investors, LLC (“Analytic”) assumes a fiduciary responsibility to vote proxies in the best interest of its clients. In addition, with respect to benefit plans under the Employee Retirement Income Securities Act (ERISA), Analytic acknowledges its responsibility as a fiduciary to vote proxies prudently and solely in the best interest of plan participants and beneficiaries. So that it may fulfill these fiduciary responsibilities to clients, Analytic has adopted and implemented these written policies and procedures reasonably designed to ensure that it votes proxies in the best interest of clients.

Proxy Oversight Committee

Analytic acknowledges that it has a duty of care to its clients that requires it to monitor corporate events and vote client proxies. Analytic has established a Proxy Oversight Committee (the “Committee”), to oversee the proxy voting process. The Committee consists of at least one of the firm’s Chief Investment Officer, the Chief Compliance Officer, and the Proxy Coordinator. The Committee seeks to develop, recommend, and monitor policies governing proxy voting. The adopted guidelines for proxy voting have been developed to be consistent, wherever possible, with

enhancing long-term shareholder value and leading corporate governance practices. Analytic has a policy not to be unduly influenced by representatives of management or any public interest or other outside groups when voting proxies. To this end, Analytic has contracted with an independent proxy voting service (the “Proxy Service”).

Proxy Voting Service

The role of the Proxy Service includes researching proxy matters, executing the voting process, maintaining a record of all proxies voted on behalf of Analytic, advising Analytic of any material conflicts of interest (see below), and providing Analytic with documentation of the voting record. Analytic has opted to delegate all proxy voting to the Proxy Service except for those instances when a conflict of interest (see below) prevents the Proxy Service from voting according to its guidelines. A copy of the voting policy guidelines of the Proxy Service is attached.

Conflicts of Interest

Occasions may arise during the voting process in which the best interest of clients might conflict with the Proxy Service’s interests. A conflict of interest would generally include (i) business relationships where the Proxy Service has a substantial business relationship with, or is actively soliciting business from, a company soliciting proxies, or (ii) personal or family relationships whereby an employee of the Proxy Service has a family member or other personal relationship that is affiliated with a company soliciting proxies, such as a spouse who serves as a director of a public company, or (iii) if a substantial business relationship exists with a proponent or opponent of a particular initiative.

At times of such conflict of interest, the Proxy Service will recuse itself from voting a proxy and notify the Analytic Proxy Coordinator. Upon notification the Proxy Service’s recusal from voting, Analytic’s Proxy Coordinator will prepare a report to the Proxy Committee that identifies (i) the details of the conflict of interest, (ii) whether or not the conflict is material; and (iii) procedures to ensure that Analytic makes proxy voting decisions based on the best interest of clients, and (iv) a copy of the voting guidelines of the Proxy Service. At least two members of Analytic’s Proxy Committee will then vote the proxy, adhering to the original voting policy guidelines provided by the Proxy Service. Analytic’s Proxy Committee will not override the voting guidelines of the Proxy Service. A record of the voting by the Proxy Committee will be retained by the Proxy Coordinator.

Voting Guidelines

Analytic has reviewed the Proxy Service’s voting recommendations and have determined that the policy provides guidance in the best interest of our clients. A copy of these guidelines is attached.

Proxy Voting Record

The Proxy Coordinator will maintain a record containing the following information regarding the voting of proxies: (i) the name of the issuer, (ii) the CUSIP number (or similar security identification information), (iii) the shareholder meeting date, (iv) number of shares voted, (v) a brief description of the matter brought to vote; (vi) whether the proposal was submitted by management or a shareholder, (vii) how the Service voted the proxy (for, against, abstained), and (viii) whether the proxy was voted for or against management.

Obtaining a Voting Proxy Report

Clients may request a copy of the guidelines governing proxy voting and/or a report on how their individual securities were voted by calling Analytic’s Proxy Coordinator at 1-800-618-1872. The report will be provided free of charge.

Recordkeeping

Pursuant to Rule 204-2 of the Investment Advisers Act of 1940, Analytic will maintain the following records for five years in an easily accessible place, the first two years in its office:

•

Analytic’s proxy voting policies and procedures, as well as the voting guidelines of the Proxy Service

•

Proxy statements received regarding client securities (proxy statements filed via EDGAR will not be separately maintained by Analytic)

•

Records of votes cast on behalf of clients

•

Records of written client requests for voting information

•

Records of written responses from Analytic to both written and verbal client requests

•

Any other documents prepared that were material to Analytic’s decision to vote a proxy or that memorialized the basis for the decision.

December 19, 2009

PROXY VOTING POLICY

PanAgora Asset Management, Inc.

Introduction

PanAgora Asset Management (“PanAgora”) seeks to vote proxies in the best interests of its clients. In the ordinary course, this entails voting proxies in a way that PanAgora believes will maximize the monetary value of each portfolio’s holdings. PanAgora takes the view that this will benefit our direct clients and, indirectly, the ultimate owners and beneficiaries of those clients.

Oversight of the proxy voting process is the responsibility of the Investment Committee. The Investment Committee reviews and approves amendments to the PanAgora Proxy Voting Policy and delegates authority to vote in accordance with this policy to its third party proxy voting service. PanAgora retains the final authority and responsibility for voting. In addition to voting proxies, PanAgora:

describes its proxy voting procedures to its clients in Part II of its Form ADV;

provides the client with this written proxy policy, upon request;

discloses to its clients how they may obtain information on how PanAgora voted the client’s proxies;

generally applies its proxy voting policy consistently and keeps records of votes for each client in order to verify the consistency of such voting;

documents the reason(s) for voting for all non-routine items; and

keeps records of such proxy votes.

Process

PanAgora’s Chief Compliance Officer is responsible for monitoring proxy voting. As stated above, oversight of the proxy voting process is the responsibility of the Investment Committee, which retains oversight responsibility for all investment activities of PanAgora.

In order to facilitate our proxy voting process, PanAgora retains a firm with expertise in the proxy voting and corporate governance fields to assist in the due diligence process. The Chief Compliance Officer has delegated the responsibility of working with this firm to the Compliance Manager responsible for oversight of PanAgora’s third party proxy agent, for ensuring that proxies are submitted in a timely manner.

All proxies received on behalf of PanAgora clients are forwarded to our proxy voting firm. If (i) the request falls within one of the guidelines listed below, and (ii) there are no special circumstances relating to that company or proxy which come to our attention (as discussed below), the proxy is voted according to our proxy voting firm’s guidelines as adopted by the Investment Policy Committee.

However, from time to time, proxy votes will be solicited which (i) involve special circumstances and require additional research and discussion or (ii) are not directly addressed by our policies. These proxies are identified through a number of methods, including but not limited to notification from our

third party proxy voting specialist, concerns of clients or portfolio managers, and questions from consultants.

In instances of special circumstances or issues not directly addressed by our policies, one of the Co-Chairmen of the Investment Committee is consulted by the Chief Compliance Officer for a determination of the proxy vote. The first determination is whether there is a material conflict of interest between the interests of our client and those of PanAgora. If a Co-Chairman of the Investment Committee determines that there is a material conflict, the process detailed below under “Potential Conflicts” is followed. If there is no material conflict, the Co-Chairman will examine each of the issuer's proposals in detail in seeking to determine what vote would be in the best interests of our clients. At this point, a Co-Chairman of the Investment Committee makes a voting decision based on maximizing the monetary value of each portfolio’s holdings. However, either Co-Chairman of the Investment Committee may determine that a proxy involves the consideration of particularly significant issues and present the proxy to the entire Investment Committee for a decision on voting the proxy.

PanAgora also endeavors to show sensitivity to local market practices when voting proxies of non-U.S. issuers.

Potential Conflicts

As discussed above under Process, from time to time, PanAgora will review a proxy that presents a potential material conflict. An example could arise when PanAgora has business or other relationships with participants involved in proxy contests, such as a candidate for a corporate directorship.

As a fiduciary to its clients, PanAgora takes these potential conflicts very seriously. While PanAgora’s only goal in addressing any such potential conflict is to ensure that proxy votes are cast in the clients’ best interests and are not affected by PanAgora’s potential conflict, there are a number of courses PanAgora may take. The final decision as to which course to follow shall be made by the Investment Committee.

Casting a vote which simply follows PanAgora’s pre-determined policy eliminates PanAgora’s discretion on the particular issue and hence avoid the conflict.

In other cases, where the matter presents a potential material conflict and is not clearly within one of the enumerated proposals, or is of such a nature that PanAgora believes more active involvement is necessary, a Co-Chairman of the Investment Committee shall present the proxy to the Investment Committee, who will follow one of two courses of action. First, PanAgora may employ the services of a third party, wholly independent of PanAgora, its affiliates and those parties involved in the proxy issue, to determine the appropriate vote.

Second, in certain situations the Investment Committee may determine that the employment of a third party is unfeasible, impractical or unnecessary. In such situations, the Investment Committee shall make a decision as to the voting of the proxy. The basis for the voting decision, including the basis for the determination that the decision is in the best interests of PanAgora’s clients, shall be

formalized in writing. As stated above, which action is appropriate in any given scenario would be the decision of the Investment Committee in carrying out its duty to ensure that the proxies are voted in the clients’, and not PanAgora’s, best interests.

Recordkeeping

In accordance with applicable law, PanAgora shall retain the following documents for not less than five years from the end of the year in which the proxies were voted, the first two years in PanAgora’s office:

PanAgora’s Proxy Voting Policy and any additional procedures created pursuant to such Policy;

a copy of each proxy statement PanAgora receives regarding securities held by its clients (note: this requirement may be satisfied by a third party who has agreed in writing to do);

a record of each vote cast by PanAgora (note: this requirement may be satisfied by a third party who has agreed in writing to do so);

a copy of any document created by PanAgora that was material in making its voting decision or that memorializes the basis for such decision; and

a copy of each written request from a client, and response to the client, for information on how PanAgora voted the client’s proxies.

Disclosure of Client Voting Information

Any client of PanAgora who wishes to receive information on how their proxies were voted should contact its Client Service Manager.

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 (x).

(4)

Amendment to change names of the Funds, dated April 29, 2008, to the Agreement and Declaration of Trust, Dated April 2, 1990 (x).

(b)

Amended and Restated By-Laws, Dated October 22, 2008 are filed herein

(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 (x).

(2)

Amended and Restated Advisory Contract between Quantitative Advisors and Columbia Partners, LLC, dated January 1, 2009 - Small Cap Fund is filed herein

(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)

Amendment to Advisory Contract between Quantitative Advisors and Analytic Investors, LLC, dated January 1, 2009 is filed herein

(8)

Amendment to Advisory Contract between Quantitative Advisors and Polaris Capital Management, LLC, dated January 1, 2009 is filed herein

(e)

(1)

Restated Distribution Agreement Dated May 1, 2008, (includes 12b-1 Plan) (x).

(2)

Form of Specimen Selling Group Agreement (viii)

(f)

Not applicable.

(g)

(1)

Custodian Contract between the Trust and State Street Bank and Trust Company and the Trust Company, dated May 1, 2008 (xi)

(2)

Investment Accounting Agreement between the Trust and State Street Bank and Trust Company and the Trust Company, dated May 1, 2008 (xi)

(h)

(1)

Amended and Restated Transfer Agent and Service Agreement, dated May 1, 2008 (x).

(2)

Amendment to Transfer Agent and Service Agreement, effective November 1, 2008 is filed herein.

(3)

Administration Agreement dated November 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)

(n)

Multiple Class Plan Pursuant to Rule 18f-3 is filed herein.

(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)

(2)

Code of Ethics - Columbia Partners Dated December 15, 2008 is filed herein

(3)

Code of Ethics - PanAgora Asset Management, Inc. Dated December 5 2008 is filed herein

(4)

Code of Ethics - Polaris Capital Management Inc. Dated March 25, 2009 is filed herein

(5)

Code of Ethics - Analytic Investors, LLC Dated September 30, 2005 (ix)

(q)

Power of Attorney Dated April 29, 2008, (xi)

Notes:

(i)

Previously filed with Post-Effective Amendment No. 20 to the Registration Statement on July 30, 1999 and incorporated by reference herein.

(ii)

Previously filed with Post-Effective Amendment No. 21 to the Registration Statement on July 31, 2000 and incorporated by reference herein.

(iii)

Previously filed with Post-Effective Amendment No. 24 to the Registration Statement on July 31, 2003.

(iv)

Previously filed with Post-Effective Amendment No. 26 to the Registration Statement on July 29, 2004.

(v)

Previously filed with Post-Effective Amendment No. 27 to the Registration Statement on May 31, 2005.

(vi)

Previously filed with Post-Effective Amendment No. 28 to the Registration Statement on July 29, 2005.

(vii)

Previously filed with Post-Effective Amendment No. 29 to the Registration Statement on August 10, 2005.

(viii)

Previously filed with Post-Effective Amendment No. 36 to the Registration Statement on July 27, 2007 and incorporated by reference herein.

(ix)

Previously filed with Post-Effective Amendment No. 37 to the Registration Statement on February 14, 2008 and incorporated by reference herein.

(x)

Previously filed with Post-Effective Amendment No. 38 to the Registration Statement on April 30, 2008 and incorporated by reference herein.

(xi)

Previously filed with Post-Effective Amendment No. 39 to the Registration Statement on May 30, 2008 and incorporated by reference herein.

(xii)

Previously filed with Post-Effective Amendment No. 40 to the Registration Statement on August 1, 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 Quantitative Group of Funds d/b/a Quant Funds the “Trust”.

Item 25. Indemnification

Indemnification provisions for officers, directors and employees of the Trust 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, trustees 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, trustees and officers of the Trust 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 Trust 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 Registrant’s 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.

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 Registrant’s principal underwriter are:

Positions and

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:

Registrant’s 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.

470 Atlantic Avenue, 8 ^th 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

Registrant’s custodian:

State Street Bank & Trust Company

801 Pennsylvania Avenue

Kansas City, MO 64105

Registrant’s 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 Quantitative Group of Funds hereby certifies that it meets all of the requirements for effectiveness of this registration statement under 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, duly authorized, in the town of Lincoln, County of Middlesex, and Commonwealth of Massachusetts, on the 31st day of July, 2009.

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 *

July 31, 2009

Trustee

Date

/s/ John M. Bulbrook *

July 31, 2009

Trustee

Date

/s/ William H. Dunla p *

July 31, 2009

Trustee

Date

/s/ Clinton S. Marshall *

July 31, 2009

Trustee

Date

/s/ Willard L. Umphrey

July 31, 2009

Trustee

Date

*By: /s/ Willard L. Umphrey

July 31, 2009

Willard L. Umphrey

Date

Attorney in Fact

EXHIBIT INDEX

Exhibit

Number

Description

(b)	Amended and Restated By-Laws, Dated October 22, 2008

(d)(2)

Advisory Contract between Quantitative Advisors and Columbia Partners, LLC, dated January 1, 2009 - Small Cap Fund

(d)(6)

Advisory Contract between Quantitative Advisors and Polaris Capital Management, LLC, dated May 1, 2008 (Foreign Value Small Cap Fund)

(d)(7)

Amendment to Advisory Contract between Quantitative Advisors and Analytic Investors, LLC, dated January 1, 2009

(d)(8)

Amendment to Advisory Contract between Quantitative Advisors and Polaris Capital Management, LLC, dated January 1, 2009

(h)(2)

Amendment to Transfer Agent and Service Agreement, effective November 1, 2008

(h)(3)

Administration Agreement dated November 1, 2008

(j)	Consent of Independent Registered Public Accounting Firm

(i)	Opinion and Consent of Legal Counsel

(n)	Rule 18f-3 Plan

(p)(2)

Code of Ethics - Columbia Partners

(p)(3)

Code of Ethics - PanAgora Asset Management, Inc.

(p)(4)

Code of Ethics - Polaris Capital Management Inc.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the references to our firm in the Post-Effective Amendment #41 to the Registration Statement on Form N-1A of the Quantitative Group of Funds and to the use of our reports dated May 20, 2009 on the financial statements and financial highlights of the Quantitative Group of Funds. Such financial statements and financial highlights appear in the 2009 Annual Report to Shareholders, which is incorporated by reference into the Statement of Additional Information.

/s/ TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania

July 31, 2009

Goodwin Procter LLP

Counsellors at Law

Exchange Place

Boston, MA 02109

T : 617.570.1000

F : 617.523.1231

goodwinprocter.com

July 31, 2009

Quantitative Group of Funds

55 Old Bedford Road

Lincoln, MA 01773

Re:	Quantitative Group of Funds

Post-Effective Amendment No. 41 to Registration Statement on Form N-1A

File Nos. 811-03790; 333-102055

Ladies and Gentlemen:

Reference is hereby made to the Post-Effective Amendment No. 41 to the Registration Statement on Form N-1A of Quantitative Group of Funds (the “Registrant”), being filed pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the “Registration Statement”), together with the exhibits indicated as being filed therewith.

We hereby consent to the references to our firm as legal counsel for the Registrant in the Registration Statement. This consent shall not constitute an acknowledgment that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.

Sincerely,

/s/ Goodwin Procter LLP

GOODWIN PROCTER LLP

LIBC/3647204.1

BYLAWS

Quantitative Group of Funds

Amended and Restated October 22, 2008

ARTICLE I

Agreement and Declaration of Trust and Principal Office

1.1 Agreement and Declaration of Trust. These Bylaws shall be subject to the Agreement and Declaration of Trust, as from time to time in effect (the “Declaration of Trust”) of Quantitative Group of Funds, the Massachusetts business trust established by the Declaration of Trust (the “Trust”).

1.2 Principal Office of the Trust. The principal office of the Trust shall be located in Lincoln, Massachusetts or such other location as may be determined by the Trustees of the Trust.

ARTICLE 2

Meetings of Trustees

2.1 Regular Meetings. Regular meetings of the Trustees may be held without call or notice at such places and at such times as the Trustees may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent Trustees. A regular meeting of the Trustees may be held without call or notice immediately after and at the same place as the annual meeting of the shareholders.

2.2 Special Meetings. Special meetings of the Trustees may be held at any time and at any place designated in the call of the meeting when called by the Chairman of the Trustees, the President or the Treasurer or by two or more Trustees, sufficient notice thereof being given to each Trustee by the Clerk or an Assistant Clerk or by the officer or the Trustees calling the meeting.

2.3 Notice. It shall be suffficient notice to the Trustee of a special meeting to send notice by mail at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to the Trustee at his or her usual or last known business or residence address or to give notice to him or her in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him or her before the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

2.4 Quorum At any meeting of the Trustees a majority of the Trustees then in office shall constitute a quorum. Any meeting may be

adjourned from time to time by a majority of the votes cast upon the questionwhether or not a quorum

is present, and the meeting may be held as adjourned without

further notice.

ARTICLE 3

Officers

3.1 Enumeration: Qualification. The officers of the Trust shall be a Chairman of the Trustees, a President, a Treasurer, a Clerk, a Chief Compliance Officer and such other officers, if any, as the Trustees from time to time may in their discretion elect. The Trust may also have such agents as the Trustees from time to time may in their discretion appoint. The Chairman of the Trustees shall be a Trustee and may but need not be a shareholder; and any other officer may but not need be a Trustee or a shareholder. Any two or more offices may be held by the same person.

3.2 Election. The Chairman of the Trustees, the President, the Treasurer, the Clerk and the Chief Compliance Officer shall be elected by the Trustees upon the occurrence of any vacancy in any such office. Other officers, if any, may be elected or appointed by the Trustees at said meeting or at any other time. Vacancies in any office may be filled at any time.

3.3 Tenure. The Chairman of the Trustees, the President, the Treasurer, the Clerk and the Chief Compliance Officer shall hold office until he or she sooner dies, resigns, is removed or becomes disqualified. Each other officer shall hold office and each agent shall retain authority at the pleasure of the Trustees.

3.4 Powers. Subject to the other provisions of these Bylaws, each officer shall have, in addition to the duties and powers herein and in the Declaration of Trust set forth, such duties and powers as are commonly incident to the office occupied by him or her as if the Trust were organized as a Massachusetts business corporation and such other duties and powers as the Trustees may from time to time designate.

3.5 Chairman; President. Unless the Trustees otherwise provide, the Chairman of the Trustees or, if there is none or in the absence of the Chairman, the President shall preside at all meetings of the shareholders and of the Trustees. The President shall be the chief executive officer.

3.6 Treasurer. The Treasurer shall be the chief financial and accounting officer of the Trust, and shall, subject to the provisions of the Declaration of Trust and to any arrangement made by the Trustees with a custodian, investment adviser or manager, or transfer, shareholder servicing or similar agent, be in charge of the valuable papers, books of account and accounting records of the Trust, and

shall have such other duties and powers as may be designated from time to time by the Trustees or by the President.

3.7 Clerk. The Clerk shall record all proceedings of the shareholders and the Trustees in books to be kept therefor, which books or a copy thereof shall be kept at the principal office of the Trust. In the absence of the Clerk from any meeting of the shareholders or Trustees, an assistant clerk, or if there be none or if he or she is absent, a temporary clerk chosen at such meeting shall record the proceedings thereof in the aforesaid books.

3.8 Chief Compliance Officer. As provided for by Rule 38a-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), the Board of Trustees: (i) shall designate a Chief Compliance Officer (the “CCO”) who shall be in charge of the compliance program of the Trust and shall perform all duties consistent therewith; (ii) shall approve the compensation to be paid to the CCO for the performance of such services and may, in its discretion, determine to pay or reimburse some or all of such compensation of the CCO from the assets of the Trust; and (iii) may, in its discretion, remove the CCO. All of the foregoing actions must be approved by a majority of the Trustees, including a majority of the Trustees who are not interested persons of the Trust (as defined in the 1940 Act) acting separately. The CCO shall have such other duties and powers as may be designated from time to time by the Trustees.

3.9 Resignations and Removals. Any Trustee or officer may resign at any time by written instrument signed by him or her and delivered to the Chairman, the President or the Clerk or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. The Trustees may remove any officer elected by them with or without cause. Except to the extent expressly provided in a written agreement with the Trust, no Trustee or officer resigning and no officer removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal.

ARTICLE 4

Committees

4.1 Quorum; Voting. A majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present) or evidenced by one or more writings signed by such a majority. Members of a Committee may participate in a meeting of such Committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

ARTICLE 5

Reports

5.1 General. The Trustees and officers shall render reports at the time and in the manner required by the Declaration of Trust or any applicable law. Officers and Committees shall render such additional reports as they may deem desirable or as may from time to time be required by the Trustees.

ARTICLE 6

Fiscal Year

6.1 General. Except as from time to time otherwise provided by the Trustees, the fiscal year of the Trust shall end on March 31 each year.

ARTICLE 7

Seal

7.1 General. The seal of the Trust shall consist of a flat-faced die with the word “Massachusetts”, together with the name of the Trust and the year of its organization cut or engraved thereon but, unless otherwise required by the Trustees, the seal shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust.

ARTICLE 8

Execution of Papers

8.1 General. Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, contracts, notes and other obligations made by the Trustees shall be signed by the President or by the Treasurer and need not bear the seal of the Trust.

ARTICLE 9

Issuance of Share Certificates

9.1 Sale of Shares. Except as otherwise determined by the Trustees, the Trust will issue and sell for cash or securities from time to time, full and fractional shares of its shares of beneficial interest, such shares to be issued and sold at a price of not less than net asset value per share as from time to time determined in accordance with the Declaration of Trust and these By-Laws and, in the case of fractional shares, at a proportionate reduction in such price. In the case of shares sold for securities, such securities

shall be valued in accordance with the provisions for determining value of assets of the Trust as stated in the Declaration of Trust and these By-Laws. The officers of the Trust are severally authorized to take all such actions as may be necessary or desirable to carry out this Section 9.1.

9.2 Share Certificates. In lieu of issuing certificates for shares, the Trustees or the transfer agent may either issue receipts therefor or may keep accounts upon the books of the Trust for the record holders of such shares, who shall in either case be deemed, for all purposes hereunder, to be the holders of certificates for such shares as if they had accepted such certificates and shall be held to have expressly assented and agreed to the terms hereof.

The Trustees may at any time authorize the issuance of share certificates. In that event, each shareholder shall be entitled to a certificate stating the number of shares owned by him, in such form as shall be prescribed from time to time by the Trustees. Such certificates shall be signed by the president or vice-president and by the treasurer or assistant treasurer. Such signatures may be facsimile if the certificate is signed by a transfer agent, or by a registrar, other than a Trustee, officer or employee of the Trust. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall cease to be such officer before such certificate is issued, it may be issued by the Trust with the same effect as if he were such officer at the time of its issue.

9.3 Loss of Certificates. In case of the alleged loss or destruction or the mutilation of a share certificate, a duplicate certificate may be issued in place thereof, upon such terms as the Trustees shall prescribe.

9.4 Issuance of New Certificates to Pledgee. A pledgee of shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificates shall express on its face that it is held as collateral security, and the name of the pledgor shall be stated thereon, who alone shall be liable as a shareholder and entitled to vote thereon.

9.5 Discontinuance of Issuance of Certificates. The Trustees may at any time discontinue the issuance of share certificates and may, by written notice to each shareholder, require the surrender of share certificates to the Trust for cancellation. Such surrender and cancellation shall not effect the ownership of shares in the Trust.

ARTICLE 10

Provisions Relating to the Conduct of the Trust’s Business

10.1 Certain Definitions. When used herein the following words shall have the following meanings: “Distributor” shall mean any one or more corporations, firms or associations which have distributor’s or principal underwriter’s contracts in effect with the Trust providing

that redeemable shares issued by the Trust shall be offered and sold by such Distributor. “Managers” shall mean any one or more corporations, firms or associations which may at the time have an advisory or management contract with the Trust or with another such entity having such a contract with the Trust.

10.2 Limitation on Holdings - by the Trust of Certain Securities and on Dealings with Officers or Trustees. The Trust will not lend any of its assets to the Distributor or Managers or to any officer or director of the Distributor or Managers or any officer or Trustee of the Trust, and shall not permit any officer or Trustee or any officer or director of the Distributor or Managers to deal for or on behalf of the Trust with himself or herself as principal or agent, or with any partnership, association or corporation in which he or she has a financial interest; provided that the foregoing provisions shall not prevent (a) officers and Trustees of the Trust or officers and directors of the Distributor or Managers from buying, holding or selling shares in the Trust or from being partners, officers or directors of or otherwise financially interested in the Distributor or the Managers; (b) purchases or sales of securities or other property if such transaction is permitted by or is exempt or exempted from the provisions of the Investment Company Act of 1940 or any Rule or Regulation thereunder; (c) employment of legal counsel, registrar, transfer agent, shareholder servicing agent, dividend disbursing agent or custodian who is, or has a partner, shareholder, officer or director who is, an officer or Trustee of the Trust or an officer or director of the Distributor or Managers; (d) sharing statistical, research, legal and management expenses and office hire and expenses with any other investment company in which an officer or Trustee of the Trust or an officer or director of the Distributor or Managers is an officer or director or otherwise financially interested.

10.3 Securities and Cash of the Trust to be held by Custodian subject to certain Terms and Conditions.

(a) All securities and cash owned by this Trust shall be held by or deposited with one or more banks or trust companies having (according to its last published report) not less than $5,000,000 aggregate capital, surplus and undivided profits (any such bank or trust company being hereby designated as “Custodian”), provided such a Custodian can be found ready and willing to act; subject to such rules, regulations and orders, if any, as the Securities and Exchange Commission may adopt, this Trust may, or may permit any Custodian to, deposit all or any part of the Securities owned by this Trust in a system for the central handling of securities pursuant to which all securities of any particular class or series of any issue deposited within the system may be transferred or pledged by bookkeeping entry, without physical delivery. The Custodian may appoint, subject to the approval of the Trustees, one or more subcustodians.

(b) The Trust shall enter into a written contract with each Custodian regarding the powers, duties and compensation of such

Custodian with respect to the cash and securities of the Trust held by such Custodian. Said contract and all amendments thereto shall be approved by the Trustees.

(i)

in case of such resignation or inability to serve, use its best efforts to obtain a successor Custodian;

(ii)

require that the cash and securities owned by the Trust be delivered directly to the successor Custodian; and

(iii)

in the event that no successor Custodian can be found, submit to the shareholders, before permitting delivery of the cash and securities owned by the Trust otherwise than to a successor Custodian, the question whether the Trust shall be liquidated or shall function without a Custodian.

10.4 Reports to Shareholders. The Trust shall send to each shareholder of record at least semi-annually a statement of the condition of the Trust and of the results of its operations, containing all information required by applicable laws or regulations.

10.5 Determination of Net Asset Value Per Share. Net asset value per share of each class of shares of each Series of the Trust shall be calculated as described in Exhibit A to these By-Laws. The per share net asset values shall be determined on each day on which the New York Stock Exchange is open as of a time fixed by resolution of the Trustees. As of any time other than the time so fixed the Trustees may cause the per share net asset values last determined to be determined again in a similar manner, or adjusted to reflect changes in market values of securities in the portfolio, such adjustment to be made on the basis of changes in selected security prices determined by the Trustees to be relevant to the portfolio of such series or in averages or in other standard and readily ascertainable market data,and the Trustees may fix the time when such redetermined or adjusted per share net asset values shall become effective.

In valuing the portfolio investment of any series for determination of per share net asset values, securities for which market quotations are readily available shall be valued at prices which, in the opinion of the Trustees or the person designated by the Trustees to make the determination, most nearly represent the market value of such securities, and other securities and assets shall be valued at their fair value as determined by or pursuant to the direction of the Trustees, which in the case of short-term debt obligations, commercial paper and repurchase agreements may, but need not, be on the basis of quoted yields for securities of comparable maturity, quality and type, or on the basis of amortized cost. Expenses and liabilities of the Trust shall be accrued each day.

Liabilities may include such reserves for taxes, estimated accrued expenses and contingencies as the Trustees or their designates may in their sole discretion deem fair and reasonable under the circumstances. No accruals shall be made in respect of taxes on unrealized appreciation of securities owned unless the Trustees shall otherwise determine. Dividends payable by the Trust shall be deducted as at the time of but immediately prior to the determination of per share net asset values on the record date therefor.

ARTICLE 11

Shareholders

11.1 Meetings. A meeting of the shareholders shall be called by the Secretary whenever ordered by the Trustees,the Chairman or requested in writing by the holder or holders of at least one-tenth of the outstanding shares entitled to vote at such meeting. If the Secretary, when so ordered or requested, refuses or neglects for more than two days to call such meeting, the Trustees, Chairman or the shareholders so requesting may, in the name of the Secretary, call the meeting by giving notice thereof in the manner required when notice is given by the Secretary.

11.2 Access to Shareholder List. Shareholders of record may apply to the Trustees for assistance in communicating with other shareholders for the purpose of calling a meeting in order to vote upon the question of removal of a Trustee. When ten or more shareholders. of record who have been such for a least six months preceding the date of application and who hold in the aggregate shares having a net asset value of at least $25,000 so apply, the Trustees shall within five business days either:

(i) afford to such applicants access to a list of names and addresses of all shareholders as recorded on the books of the Trust; or

(ii) inform such applicants of the approximate number of shareholders of record and the approximate cost of mailing material to them, and, within a reasonable time thereafter, mail, at the applicants’ expense, materials submitted by the applicants, to all such shareholders of record. the Trustees shall not be obligated to mail materials which they believe to be misleading or in violation of applicable law.

11.3 Record Dates. For the purpose of determining the shareholders of any series who are entitled to vote or act at any meeting or any adjournment thereof, or who are entitled to receive payment of any dividend or of any other distribution, the Trustees may from time to time fix a time, which shall be not more than 60 days before the date of any meeting of shareholders or the date for the payment of any dividend or of any other distribution, as the record date for determining the shareholders of such series having the right to notice of and to vote at such meeting and any adjournment thereof

or the right to receive such dividend or distribution, and in such case only shareholders of record of such series on such record date shall have such right notwithstanding any transfer of shares on the books of the Trust after the record date; or without fixing such record date the Trustees may for any of such purposes close the register or transfer books for all or any part of such period.

ARTICLE 12

Amendments to the Bylaws

12.1 General. These Bylaws may be amended or repealed, in whole or in part, by a majority of the Trustees then in office at any meeting of the Trustees, or by one or more writings signed by such a majority.

QUANTITATIVE ADVISORS, INC.

ADVISORY CONTRACT

Amended and Restated January 1, 2009

Advisory Contract (“Contract”) dated as of January 1, 2009, between QUANTITATIVE ADVISORS, INC., a Massachusetts corporation (the “Manager”) and COLUMBIA PARTNERS, L.L.C., INVESTMENT MANAGEMENT a Delaware limited liability company (the “Advisor”).

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 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 Fund’s 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 Fund’s net asset value, except to provide the Trust’s custodian with information as to the securities held in the Fund’s 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 Fund’s 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 Fund’s 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 Advisor’s and/or Manager’s 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 Fund’s 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 Trust’s 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 Advisor’s 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, provided, however, that without the written consent of the Manager, the Advisor may not provide investment advisory or investment management services to another investment company which invests the primary portion of its assets in companies comprising the Russell 2000 Index, or any other widely recognized index of small cap stocks. 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 Advisor’s 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 0.47% of the aggregate average daily net asset value of the Fund. 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

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 January 31, 1999 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

(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 Advisor’s 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 Party’s 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.

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 Trust’s 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 Advisor’s code of ethics governing personal securities transactions. The Advisor shall provide the Manager with copies of any revisions to its code of ethics.

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).

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 ADVISORS, INC. and COLUMBIA PARTNERS, L.L.C., INVESTMENT MANAGEMENT have each caused this instrument to be signed in duplicate in its behalf, all as of the day and year first above written.

QUANTITATIVE ADVISORS, INC.

By /s/ Willard L. Umphrey ______

Willard L. Umphrey

President

COLUMBIA PARTNERS, L.L.C.,

INVESTMENT MANAGEMENT

By /s/ Robert A. von Pentz

Name: Robert A. von Pentz

Title: Chairman and CIO

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”).

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 Fund’s 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 Fund’s net asset value, except to provide the Trust’s custodian with information as to the securities held in the Fund’s portfolio. The Advisor shall not be obligated to provide shareholder accounting services.

instructions from the Advisor with respect to such assets and transactions by the Fund in the performance of the Advisor’s duties hereunder. The Advisor shall have no liability or obligation to pay the cost of such custodian or any of its services.

(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.

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 Advisor’s 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 $35,000,000 (ii) 0.40% of the aggregate average daily net asset value of the Fund for assets in the Fund over $35,000,000 and up to $200,000,000 and (iii) 0.50% of the aggregate average daily net asset value of the Fund for assets over $200,000,000. 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

THIS CONTRACT

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:

(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

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

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.

8.	VOTING OF SECURITIES.

9.	REPRESENTATIONS AND COVENANTS OF THE MANAGER.

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.

10.

REPRESENTATIONS AND COVENANTS OF THE ADVISOR.

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.

(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 Party’s 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 Advisor’s (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.

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).

12.

GOVERNING LAW.

13.

INDEPENDENT CONTRACTOR.

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.

(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.

QUANTITATIVE INVESTMENT

ADVISORS, INC.

By___________________________

Willard L. Umphrey

President

POLARIS CAPITAL

MANAGEMENT, LLC

By__________________________

Bernard R. Horn, Jr.

President

AMENDMENT to the

ADVISORY CONTRACT

Effective January 1, 2009

This Amendment dated January 1, 2009 to the Advisory Contract dated January 2, 2008 between Quantitative Investment Advisors, Inc. and Analytic Investors, LLC, is effective for the period January 1, 2009 to December 31, 2009. Paragraph 3 of the Advisory Contract is replaced in its entirety with the paragraph below.

3.	COMPENSATION TO BE PAID BY THE MANAGER TO THE ADVISOR.

The Manager will pay to the Advisor, as compensation for the Advisor’s 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 0.425% of the first $100 million and 0.40% of amounts in excess of $100 million of the aggregate average daily net asset value of the Fund. 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.

IN WITNESS WHEREOF, Quantitative Investment Advisors, Inc. (d/b/a Quantitative Advisors) and Analytic Investors, LLC have each caused this amendment to be executed by their duly authorized officers.

QUANTITATIVE INVESTMENT ADVISORS, INC.

By: /s/ Willard L. Umphrey

Willard L. Umphrey

President

ANALYTIC INVESTORS, LLC

By: /s/ Marie Nastasi Arlt

Chief Operating Officer

AMENDMENT to the

ADVISORY CONTRACT

Effective January 1, 2009

This Amendment dated January 1, 2009 to the Advisory Contract dated October 5, 1999 between Quantitative Investment Advisors, Inc. and Polaris Capital Management, Inc., is effective for the period January 1, 2009 to December 31, 2010. Paragraph 3 of the Advisory Contract is replaced in its entirety with the paragraph below.

3.	COMPENSATION TO BE PAID BY THE MANAGER TO THE ADVISOR.

The Manager will pay to the Advisor, as compensation for the Advisor’s services rendered and for the expenses borne by the Advisor pursuant to Section 1, a fee “Existing Fee Structure”, computed and paid monthly at the annual rate of:

0.35% of the first $35 million

0.40% of amounts in excess of $35 million but less than $200 million

0.50% of amounts in excess of $200 million average daily total net assets

For the 12 month period January 1, 2009 through December 31, 2009 the fees will be calculated and accrued in accordance with the Existing Fee Structure, but paid as follows:

0.35% of the first $35 million

0.40% of amounts in excess of $35 million but less than $300 million

0.50% of amounts in excess of $300 million average daily total net assets

For the 12 month period January 1, 2010 to December 31, 2010, the fees to be paid will be calculated and paid in accordance with the Existing Fee Structure. In addition, those fees accrued but not paid during January 1, 2009 through December 31, 2009, will be paid to Polaris on a quarterly basis throughout 2010.

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.

IN WITNESS WHEREOF, Quantitative Investment Advisors, Inc. (d/b/a Quantitative Advisors) and Polaris Capital Management, LLC have each caused this amendment to be executed by their duly authorized officers.

QUANTITATIVE INVESTMENT ADVISORS, INC.

By: /s/ Willard L. Umphrey

Willard L. Umphrey

President

POLARIS CAPITAL MANAGEMENT, LLC

Successor to Polaris Capital Management, Inc. effective December 14, 2007

By: /s/ Bernard R. Horn, Jr.

EXHIBIT B

Amended effective November 1, 2008

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.

The cost of ClearSky, or an equivalent program, for the processing of the blue sky processing and maintenance for the Trust.

ADMINISTRATION AGREEMENT

AGREEMENT made as of the 1st day of November 2008 by and between the QUANTITATIVE GROUP OF FUNDS, a trust organized under the laws of Massachusetts (the “Trust”), and QUANTITATIVE INVESTMENT ADVISORS, Inc., a Delaware corporation (the “Administrator”).

WHEREAS, the Trust is a registered investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), consisting of the separate portfolios listed on Appendix A hereto (as such Appendix A may be amended from time to time) (each a “Fund” and collectively, the “Funds”); and

WHEREAS, Quantitative Investment Advisors, Inc., also serves as investment adviser to the Funds, and has provided certain administrative services that the parties have deemed not to be covered by the Amended and Restated Management Contract dated as of May 1, 2008; and

WHEREAS, the Trust desires that the Administrator continue to provide certain administrative services to the Trust and the Administrator is willing to render such services; and

WHEREAS, the Trust and the Administrator desire to enter into an Agreement documenting the administrative services to be provided by the Administrator to the Trust and to establish a fee and expense reimbursement arrangement.

NOW, THEREFORE, in consideration of the mutual covenants herein set forth, it is agreed between the parties hereto as follows:

1. Appointment. The Trust hereby appoints the Administrator to act as Administrator of the Trust on the terms set forth in this Agreement. The Administrator accepts such appointment and agrees to render the services herein set forth for the compensation herein provided.

2. Delivery of Documents. The Trust has furnished the Administrator with copies properly certified or authenticated of each of the following:

(a) Resolutions of the Trust’s Board of Trustees authorizing the appointment of the Administrator to provide certain administrative services to the Trust and approving this Agreement;

(b) The Trust’s incorporating documents filed with the State of Massachusetts on June 27, 1983, and all amendments thereto (the “Trust Documents”);

(d) The Trust’s material agreements with all service providers which include any investment advisory agreements, sub-investment advisory agreements, custody agreements, distribution agreements and transfer agency agreements (collectively, the “Agreements”);

(e) The Trust’s most recent Registration Statement on Form N-1A (the “Registration Statement”) under the Securities Act of 1933 and under the 1940 Act and all amendments thereto;

(f) The Trust’s most recent prospectus and statement of additional information (the “Prospectus”); and

(g) Such other certificates, documents or opinions as may mutually be deemed necessary or appropriate for the Administrator in the proper performance of its duties hereunder.

The Trust will immediately furnish the Administrator with copies of all amendments of or supplements to the foregoing. Furthermore, the Trust will notify the Administrator as soon as possible of any matter which the Trust is aware would materially affect the performance by the Administrator of its services under this Agreement.

3. Duties of Administrator.

(a) Subject to the supervision and direction of the Board of Trustees of the Trust, the Administrator will assist in conducting various aspects of the Trust’s administrative operations and undertakes to perform the services described in Appendix B hereto. The Administrator may, from time to time, perform additional and/or modified duties and functions which shall be set forth in an amendment to such Appendix B executed by both parties. At such time, the fee schedule included in Appendix C hereto shall be appropriately amended, if necessary.

(b) In performing all services under this Agreement, the Administrator shall act in conformity with the Trust’s Articles and By-Laws and the 1940 Act, as the same may be amended from time to time, and the investment objectives, investment policies and other practices and policies set forth in the Trust’s Registration Statement and Prospectus, as the same may be amended from time to time. Notwithstanding any item discussed herein, the Administrator has no discretion under this Agreement over the Trust’s assets or choice of investments. Not in limitation of the foregoing, the Administrator will perform all of its obligations under this Agreement in accordance with applicable law.

4. Duties of the Trust.

The Trust agrees to make its legal counsel reasonably available to the Administrator for such counsel’s legal opinion with respect to any matter of law arising in connection with the Administrator’s duties hereunder, and the Trust further agrees that the Administrator shall be entitled to rely on such legal opinion without further investigation on the part of the Administrator.

5. Fees and Expenses.

(a) For the services to be rendered and the facilities to be furnished by the Administrator, as provided for in this Agreement, the Trust will compensate the Administrator in accordance with the fee schedule attached as Appendix C hereto. In addition, the Trust shall reimburse the Administrator for out-of-pocket disbursements in connection with the services provided under this Agreement in accordance with Appendix C hereto.

(b) The Administrator shall not be required to pay any expenses incurred by the Trust.

6. Representations and Warranties of the Administrator. The Administrator represents and warrants to the Trust that:

(a) The Administrator is a corporation duly organized and existing and in good standing under the laws of the State of Delaware.

(b) The Administrator is empowered under applicable laws and by its charter and by-laws to enter into and perform this Agreement.

(c) All requisite corporate proceedings have been taken to authorize the Administrator to enter into and perform this Agreement.

(d) The Administrator has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

7. Representations and Warranties of the Trust. The Trust represents and warrants to the Administrator that:

(a) The Trust is a trust duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts.

(b) The Trust is empowered under applicable laws and by its Declaration of Trust and By-Laws to enter into and perform this Agreement.

(d) The Trust is an open-end investment company registered under the 1940 Act.

8. Records. The Administrator acknowledges that all records maintained by the Administrator on behalf of the Trust remain the property of the Trust and shall be surrendered by the Administrator upon any termination of this Agreement. The Administrator shall preserve, for the periods prescribed in Rule 31a-2 under the 1940 Act and as otherwise may be required by law, the records required to be maintained by Rule 31a-1 under the 1940 Act.

9. Indemnification and Limitation of Liability. The Administrator and its directors, officers, employees and agents (collectively, the “Indemnified Parties”) shall not be liable to the Trust or any third party for, and the Trust shall indemnify the Indemnified Parties against and hold them harmless from, any and all losses, claims, damages, liabilities or expenses (including reasonable legal fees and expenses) (collectively, “Losses”) arising in connection with the performance of the Administrator’s obligations and duties under this Agreement, except Losses resulting from willful misfeasance, bad faith or gross negligence in the Administrator’s performance of such obligations and duties, or by reason of the Administrator’s reckless disregard of such obligations and duties.

10. Termination of Agreement. Either party may terminate this agreement with at least thirty (30) days advance notice by written notice to the other party. The Trustees of the Trust, including a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Administrator, shall annually approve the continuance of this contract.

11. Notices. All notices or other communications required or permitted to be given under any of the provisions of this Agreement shall be in writing and shall be deemed to have been duly given when personally received by the intended recipient or (i) when delivered by messenger or overnight delivery service (with confirmation of receipt), (ii) when delivered via e-mail or telecopier (and immediately confirmed by mail) or (iii) three (3) business days after having been mailed by first class registered or certified mail, return receipt requested, postage prepaid, addressed to the applicable party at its address set forth below or such other or additional address(es) designated by the applicable party to the other party by notice hereunder (with notice of change of address not being valid until actually received).

If to the Trust:

Quantitative Group of Funds

55 Old Bedford Road

Lincoln, MA 01773

Fax #: 781-259-1166

Attention: President

(with a copy to counsel to the Trust)

If to the Administrator:

Quantitative Group of Funds

55 Old Bedford Road

Lincoln, MA 01773

Fax #: 781-259-1166

Attention: President

12. Confidentiality. 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 in the performance of duties hereunder or as otherwise required by law.

13. Use of Name. The Trust shall not use the name of the Administrator or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in a manner not approved by the Administrator prior thereto in writing; provided however, that the approval of the Administrator shall not be required for any use of its name which merely refers in accurate and factual terms to its appointment hereunder or which is required by the Securities and Exchange Commission or any state securities authority or any other appropriate regulatory, governmental or judicial authority; and, provided further, that in no event shall such approval be unreasonably withheld or delayed.

14. Amendments. This Agreement may not be altered or amended, except by an instrument in writing, executed by both parties.

15. Assignment. This Agreement may not be assigned by either party without the written consent of the other party.

16. Governing Law. This Agreement and all performance hereunder will be governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws provisions.

17. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

18. Limitation of Liability. The Administrator agrees that the obligations assumed by the Trust hereunder shall be limited in all cases to the assets of the Trust and that the Administrator shall not seek satisfaction of any such obligation from the officers, agents, employees, trustees, or shareholders of the Trust.

19. Several Obligations of the Funds. This Agreement is an agreement entered into between the Administrator and the Trust with respect to each Fund. With respect to any obligation of the Trust on behalf of any Fund arising out of this Agreement, the Administrator shall look for payment or satisfaction of such obligation solely to the assets of the Fund to which such obligation relates as though the

Administrator had separately contracted with the Trust by separate written instrument with respect to each Fund.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed and delivered by their duly authorized officers as of the date first written above.

QUANTITATIVE GROUP OF FUNDS

By:	/s/Willard L. Umphrey

Name: Willard L. Umphrey

Title:

President

QUANTITATIVE INVESTMENT ADVISORS, INC.

By:	/s/Willard L. Umphrey

Name: Willard L. Umphrey

Title:

President

Appendices

Appendix A........................................... Funds

Appendix B........................................... Services

Appendix C........................................... Fee Schedule

Appendix A

Funds of the Quantitative Group of Funds

Quant Small Cap Fund

Quant Long/Short Fund

Quant Emerging Markets Fund

Quant Foreign Value Fund

Quant Foreign Value Small Cap Fund

Appendix B

Quantitative Group of Funds

Summary of Administration Functions

FUND REPORTING

Monitor portfolio compliance in accordance with the current Prospectus and SAI and provide compliance summary package to management.

Frequency: Monthly

Prepare the Fund’s annual expense budget. Establish daily accruals.

Frequency: Annually

Monitor the Fund’s expense budget.

Frequency: Monthly

Receive and coordinate payment of fund expenses

Frequency: As needed

Prepare responses to major industry questionnaires

Frequency: As needed

Review of annual excise dividend rates to be declared in accordance with management guidelines.

Frequency: According to dividend policy

Supervision of third party vendors to the funds

Frequency: As needed

Review and oversight of securities lending program.

Frequency:

As needed

FINANCIAL REPORTING

Prepare financial information for presentation to Fund Management and Board of Trustees

Frequency: Quarterly

Coordinate the annual audit. Prepare annual and semi-annual preparation and printing of financial statements and notes with management, fund accounting and the fund auditors.

Frequency: Semi-annually

Prepare and file Form N-SAR.

Frequency: Semi-annually

LEGAL

Prepare agenda and board materials for quarterly Board meetings.

Maintain annual calendar of required quarterly annual approvals. Prepare agenda, resolutions and other board and committee board materials for quarterly and special board meetings. Prepare supporting information and materials when necessary. Assemble, check and distribute books in advance of meeting. Attend board and committee meetings and prepare minutes.

Frequency: Quarterly (includes one special Board meeting per year)

Prepare amendments to Registration Statement

Frequency: Annual update (includes one additional filing per fiscal year)

Prepare Prospectus/SAI supplements

Frequency: As often as necessary

Prepare and file Form N-PX

Frequency: Annually

Prepare drafts of proxy material and/or information statements and file with the SEC and coordinate printing. Assist proxy solicitation firm and prepare scripts. Attend meeting and prepare minutes.

Frequency: One proxy filing or information statement per fiscal year

Coordinate the renewals of fidelity bond and E&O/D&O insurance coverages. Ensure required fidelity bond coverage is obtained. Make annual filing of the fidelity bond with the SEC. Monitor level of fidelity bond coverage.

Frequency: Annually

Coordinate filing of Form N-CSR and Form N-Q for the Funds

Frequency:

Semiannually

Respond to regulatory audits. Compile documentation pursuant to auditors’ requests. Assist in resolution of audit inquiries.

Frequency:

As needed

TAX

Review tax returns

Frequency: Annually

Review other year-end tax related disclosures

Frequency: Annually

QUANTITATIVE GROUP OF FUNDS

Multiple Class Plan Pursuant to Rule 18f-3

Ordinary Shares and Institutional Shares

July 28, 2009

Each class of shares (each a “Class”) of each series (a “Fund”) of the Quantitative Group of Funds (the “Trust”) will have the same relative rights and privileges and be subject to the same sales charges, fees and expenses, except as set forth below. The Board of Trustees may determine in the future that other distribution arrangements, allocations of expenses (whether ordinary or extraordinary) or services to be provided to a class of shares are appropriate and amend this Multiple Class Plan accordingly without the approval of shareholders of any class. Except as set forth in the Fund’s prospectus(es), shares may be exchanged only for shares of the same class of another Quant mutual fund.

Article I. Ordinary Shares

Ordinary Shares are sold at net asset value per share and subject to the minimum purchase requirements as set forth in the Fund’s prospectus. Ordinary Shares shall be entitled to the shareholder services set forth from time to time in the Fund’s prospectus with respect to Ordinary Shares. Ordinary Shares are subject to fees calculated as a stated percentage of the net assets attributable to Ordinary Shares under the Trust’s Rule 12b-1 Distribution Plan as set forth in such Distribution Plan. The Ordinary Shareholders have exclusive voting rights, if any, with respect to the Trust’s Rule 12b-1 Distribution Plan.

Article II. Institutional Shares

Institutional Shares are sold at net asset value per share without the imposition of an initial sales charge. Institutional Shares are sold subject to the minimum purchase requirements set forth in the Fund’s prospectus. Institutional Shares shall be entitled to the shareholder services set forth from time to time in the Fund’s prospectus with respect to Institutional Shares.

Institutional Shares are not subject to fees payable under a distribution or other plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Act”). The Institutional Shareholders of each Fund have exclusive voting rights, if any, with respect to the Fund’s possible future adoption of an Institutional Shares Rule 12b-1 Distribution Plan.

Article III. Allocation of Expenses

Expenses of each Fund, other than the fees set forth in this Article III of this Plan, shall be allocated to each Class thereof on the basis of the net asset value of that Class in relation to the net asset value of the Fund.

RULE 12b-1 FEES. Shall be paid by shareholders of the Ordinary Shares in accordance with the Trust’s Rule 12b-1 Distribution Plan.

1 of 2

TRANSFER AGENT FEES AND RELATED EXPENSES. Transfer Agent Fees and Related Expenses are allocated to the Ordinary Shares or Institutional Shares, as applicable, based on the average daily total net assets of the Ordinary Shares or Institutional Shares, as applicable, except to the extent, if any, such an allocation would cause the Fund to fail to satisfy any requirement necessary to obtain or rely on a private letter ruling from the Internal Revenue Service (“IRS”) relating to the issuance of multiple classes of shares.

REGISTRATION FEES. Fees paid to maintain the state and federal registration of the Ordinary Shares and Institutional Shares shall be allocated first to each Fund based on the relative net asset value of each Fund and then to each Class of each Fund based on the relative net asset value of each Class thereof.

SHAREHOLDER MEETING FEES. Each Class shall bear the costs and expenses associated with conducting shareholder meetings for matters relating to the Class.

Article IV. Approval by Board of Trustees

This Multiple Class Plan shall not take effect until it has been approved by the vote of a majority (or whatever greater percentage may, from time to time, be required under Rule 18f-3 under the Act) of (a) all of the Trustees of the Fund and (b) those of the Trustees who are not “interested

Persons” (as such term may be from time to time defined under the Act) of the Fund.

Article V. Amendments

No material amendment to this Multiple Class Plan shall be effective unless it is approved by the Board of Trustees of the Fund in the same manner as is provided for approval of this Multiple Class Plan in Article IV.

LIBC/3635424.3

2 of 2

Columbia Partners Code of Ethics – December 15, 2008

I. Introduction

Columbia Partners and all of its Employees owe a fiduciary duty to Columbia Partners’ clients. As a fiduciary, you must avoid activities, interests and relationships that may interfere or appear to interfere with making decisions in the best interests of Columbia Partners’ clients. Accordingly, Columbia Partners has adopted this Code of Ethics (the “Code”) which:

A. Seeks to place the interests of Columbia Partners’ clients over the

interests of any Employee;

B. Imposes standards of business conduct for all Employees;

C. Requires Employees to comply with the Federal Securities Laws;

D. Regulates Employee personal Securities transactions; and

E. Requires reporting and review of personal Securities transactions.

This Code uses various defined terms. Some of those terms are defined in the body of the Code. In addition, other terms are defined in the Definitions section found at the end of this Code.

II. Employees to Whom This Code Applies

This entire Code applies to all Employees of Columbia Partners unless the CCO

determines that certain of the reporting or preclearance portions of this Code do not apply to a particular Employee. Employees are required to retain a copy of this Code.

III. Business Conduct Standards

Employees are required to comply with the fiduciary duties placed on investment

advisers including but not limited to the following standards of conduct:

A. Do Not Engage in Fraudulent Activity

Information obtained in the course of business activities for Columbia Partners, which is not otherwise generally available to the public, is proprietary and strictly confidential. In particular, no Employee shall (i) misuse material, non-public information whether obtained in the course of business activities for Columbia Partners or otherwise; (ii) employ any device, scheme or artifice to defraud clients of Columbia Partners; (iii) make any untrue statement of a material

fact to clients or potential clients of Columbia Partners; (iv) engage in any act, practice, or course of business which operates to defraud or deceive clients or

potential clients of Columbia Partners; (v) engage in any manipulative practice with respect to clients or potential clients of Columbia Partners; or (vi) misappropriate any assets or investment opportunities of a client.

B. Unlawful Actions

It is unlawful or any Employee, in connection with the purchase or sale, directly or indirectly, by the person of a Covered Security to be Held or to be Acquired by a Columbia Partners Client Account:

_ To employ any device, scheme or artifice to defraud the Columbia Partners Client Account;

_ To make any untrue statement of a material fact to the Columbia Partners Client Account or omit to state a material fact necessary in order to make the statements made to the Columbia Partners Client Account, in light of the circumstances under which they are made, not misleading;

_ To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Columbia Partners Client

Account; or

_ To engage in any manipulative practice with respect to the Columbia Partners Client Account.

C. Place the Interests of Client Accounts First

Columbia Partners has a fiduciary duty to place at all times the interests of Columbia Partners’ clients first. As fiduciaries you must scrupulously avoid serving your own personal interests ahead of the interests of Columbia Partners’ clients. You may not cause a client to take action, or not to take action, for your personal benefit rather than the benefit of the client.

D. Execute Personal Securities Transactions in Compliance with this Code

Your personal Securities transactions must be conducted in such a manner to avoid any actual, potential or perceived conflict of interest or any abuse of an individual’s position of trust and responsibility. Accordingly, you must comply with the personal trading policies and procedures set forth in this Code. Doubtful situations should be resolved against your personal trading.

E. Compliance with Federal Securities Laws

Employees must obey all laws and regulations applicable to Columbia Partners’ business, including but not limited to, the Federal Securities Laws.

IV. Personal Trading Activity

A. Prohibition Against Fraudulent Trading Activity

As a general matter, it is a violation of federal law and the policies of Columbia Partners for any of its Employees to engage in any act, practice or course of business in connection with the purchase or sale of any Securities for an Employee Account which violates any of the Federal Securities Laws designed to prevent fraudulent, deceptive, or manipulative acts. Two common examples of such prohibited activities are described below. However, any fraudulent practice in connection with the purchase or sale of Securities for Employee Accounts is prohibited by the Federal Securities Laws and Columbia Partners. Employee Account is defined at the end of this Code. However, generally, it includes but is not limited to 1) each Employee’s personal account; and 2) any account of any member of an Employee’s family residing with him/her; or 3) any other account including a trust or partnership, over which the Employee or his or her family member exercises investment discretion.

B. Common Examples of Fraudulent Personal Trading

(i) General Prohibition Against Front-Running

The practice of trading on the basis of the anticipated market effect of trades for Client Accounts, which is known as “front-running,” or “scalping,” is a violation of the Federal Securities Laws. Examples of front-running or scalping include:

(a) An Employee Account uses knowledge of a future purchase of a security by a Client Account and acquires direct or indirect ownership in the security before the Client Account buys the security. (b) An Employee Account uses knowledge of a future sale of a security by a Client Account and sells

(short or long) the security before the Client Account sells the security.

(ii) General Prohibition Against Trading Client Accounts to Benefit Employees

The practice of trading a Client Account for the purpose of benefiting an Employee’s Account is prohibited by the Federal Securities Laws.

C. Blackout Period

Employee Accounts may not trade securities within 5 calendar days of a client trade or within 7 days of when a Portfolio Manager or Trader is planning to trade that security for a client. However, in instances where the entire position in a security is being sold out of all client portfolios, it is acceptable for an Employee Account to sell that security one day after the completion of the sale in the clients’ portfolios. Any profits realized on trades which violate this policy may be required to be disgorged. The 5 day blackout period does not apply to any Employee Account in which the Employee and his or her family member have no investment discretion and any trades made by an Employee Account under a DRIP program or Automatic Investment Program (collectively “Automatic Trades”).

D. Ban on Short-Term Trading

Employee Accounts are not allowed to profit from the purchase and sale, or sale and purchase, of the same security (or to have a roundtrip purchase and sale of the same security within 60 calendar days). Any profits realized on such short-term trades may be required to be disgorged.

E. Compliance with Mutual Fund Trading Restrictions

Employees are required to strictly abide by any and all “insider trading rules,” “frequency of trading” and “trading deadline” restrictions contained in the prospectus of any mutual fund in which the Employee invests.

V. Clearance of Personal Securities Transactions

Employees must preclear all trades in their Employee Account in the manner described below unless the trade falls under one of the exemptions described below or is otherwise specifically exempted by the CCO from these requirements.

A. Initial Public Offerings, Private Placement Transactions, Restricted Securities and Quant Fund Transactions

An Employee Account may not engage in transactions in Initial Public Offerings, Limited Offerings, private placements, shares of securities on the Columbia Partners Restricted List (see Section 9.3 below) and shares of the Quant Funds unless the transactions are precleared by the CCO

B. Manner of Clearing Transactions in Securities other than Initial Public

Offerings, Private Placements, Restricted Securities and Quant Funds

For trades in Covered Securities other than Limited Offerings, private placements and/or the Quant Funds, Employees must clear all trades in their Employee Account in the manner described below. However, these clearance requirements do not apply to receipt of gifts or bequests of securities (i.e. those which are entirely not controlled by the owner of the Employee Account) and trades in commodities. Before an Employee or his or her family member executes a trade for an Employee Account the Employee must take the following steps:

(i) Produce an AXYS Report to determine whether any client accounts own the security.

(ii) Produce a Master Transaction Report.

(iii) Attach a PDF copy of the AXYS report and Master Transaction Report to the electronic preclearance form on the Columbia Partners’ Intranet.

(iv) Complete the electronic preclearance form on the Columbia Partners’ Intranet.

(v) Receive assurance by automatic response through the Columbia Partners Intranet from each Columbia Partners portfolio manager that no transactions are planned in the security for the next 5 days for any Columbia Partners’ Client Account.

(vi) Obtain automated preclearance to complete the trade through the Columbia Partners’ Intranet. Once an Employee determines that the Firm has not purchased shares within the last seven days and that the portfolio teams do not intend to purchase or sell the stock within the next five days, the Employee is free to trade. He submits the above information to Compliance for tracking and is required to certify annually that he is in compliance with the Firm’s policies.

VI. Reporting of Personal Securities Transactions by Employee Accounts

Employees are under a duty to complete and provide the reports described below unless specifically exempted by the CCO.

A. Initial Holdings Reports

Employees must report no later than ten (10) days after becoming an Employee to the CCO the below information which must be current as of a date no more than forty-five (45) days prior to becoming an Employee. (a) the title and type of security, the exchange ticker symbol or CUSIP number (if applicable), number of

shares and principal amount of each Covered Security including but not limited to Limited Offerings, private placements, and hedge fund interests in which the Employee has any direct or indirect Beneficial Ownership; (b) the name of the entity with which the Employee maintains an account in which any Securities are

held for the direct or indirect benefit of the Employee 1 ; and (c) the date that the report is submitted by the Employee.

A sample of the automated form used to report initial personal holdings is set forth in Appendix M to this Manual unless, subject to the CCO’s approval, you turn in brokerage statements containing all the information required in the Initial Holdings Reports. The Initial Holdings Report is accessed through the Columbia Partners Intranet and should be completed electronically.

B. Monthly Transaction Reports

Every Employee must report to the CCO at the end of each month but no later than thirty (30) days after the end of the calendar month, the following

information with respect to accounts for which the Employee has discretion:

(i) With respect to any transaction during the month in a Covered Security including but not limited to Limited Offerings, private placements, and hedge fund interests in which the Employee had any direct or indirect Beneficial Ownership unless such transaction was effected pursuant to an Automatic Investment Plan:

(a) the date of the transaction, the title, the exchange ticker symbol or CUSIP number (if applicable), the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

(b) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); (c) the price of the Covered Security at which the

transaction was effected; (d) the name of the entity with or through which the

transaction was effected; and 1 Please note the information required by this item (b) of the Initial Holdings Report applies to a broader array of securities than item (a). In providing the information required by item (a), you only need to consider Covered Securities in which you had any direct or indirect Beneficial Ownership. However, in

providing the information required by item (b) you need to consider accounts holding all Securities in which you have a direct or indirect Beneficial Ownership interest. For instance, you need to identify entities that hold securities such as mutual fund shares that you invest in through your 401(k) plan or IRAs. (e) the date that the report is submitted by the Employee.

This includes reporting Securities acquired through a gift or inheritance .

(ii) If brokerage statements submitted to the CCO cover all transactions in Covered Securities in which the Employee had any direct or indirect Beneficial Ownership interest in the month and is produced to the CCO within thirty days

after the end of each calendar quarter), then such Employee need only represent on the Monthly Transaction Report: (a) That he/she has directed all broker-dealers who hold any Covered Securities in which such Employee has a Beneficial Ownership interest to send duplicate confirmations and account statements to the CCO or designee;

(b) The form of such confirmations, account statements or records provided to the CCO or designee contains all the information required in a Monthly Transaction Report;

(c) That the Employee has not engaged in any securities transactions in the past month that will not be reflected on the confirmations, account statements and records provided to the CCO; and (d) With respect to any account established by an Employee during the month in which any securities were held during the month for the direct or indirect benefit of the Employee the Employee must report: ²

i the name of the broker, dealer or bank with whom the Employee established the account;

ii the date the account was established; and

² Please note the information required by this item (d) of the Monthly Transaction Report applies to a broader array of securities than item (i)(a). In providing the information required by item (i)(a), you only need to consider Covered Securities in which you had any direct or indirect Beneficial Ownership.

However, in providing the information required by item (b) you need to consider accounts holding all Securities in which you have a direct or indirect Beneficial Ownership interest. For instance, you need to identify entities that hold securities such as mutual fund shares that you invest in through your 401(k) plan or IRAs.

iii the date that the report is submitted by the Employee.

A sample of the automated form used for the Monthly Transaction Report is found in Appendix N to this Manual. The Monthly Transaction Report is accessed through the Columbia Partners Intranet and should be completed electronically.

C. Annual Certification

As discussed above in Section 1.4 of this Manual, Employees are required to certify annually to the CCO that none of the accounts the Employee reported on his or her Initial Holdings Report has changed and that the Employee has not engaged in any discretionary securities transactions other than those reflected on the Employee’s monthly or quarterly brokerage statements for which he or she had any direct or indirect Beneficial Ownership interest. If an Employee is not able to affirmatively answer Question #4 on the Annual Employee Certification, the Employee must complete an Annual Holdings Report as described in

subsection D. below. A model Annual Employee Certification Form appears at the back of this Manual.

D. Annual Holdings Reports

If an Employee is not able to affirmatively answer Question #4 on the Annual

Certification described in subsection C. above, the Employee must report to the CCO the following information which must be current as of a date no more than forty-five (45) days prior to the date the report is submitted:

(a) the title and type of security, the exchange ticker symbol or CUSIP number (if applicable), number of shares and principal amount of each Covered Security including but not limited to Limited Offerings, private placements, and hedge fund

interests in which the Employee has any direct or indirect Beneficial Ownership;

(b) the name of any broker, dealer or bank with whom the Employee maintains an account in which any Securities are held for the direct or indirect benefit

of the Employee 3 ; and

A sample of the automated form used to report annual personal holdings is set forth in Appendix O to this Manual. Alternatively, if the Compliance Department permits, you may turn in brokerage statements containing all the information required in the Annual Holding Reports. The Annual Holdings Report is accessed through the Columbia Partners Intranet and should be completed electronically.

³ Please note the information required by this item (b) of the Annual Holdings Report applies to a broader array of securities than item (a). In providing the information required by item (a), you only need to consider Covered Securities in which you had any direct or indirect Beneficial Ownership. However, in providing the information required by item (b) you need to consider accounts holding all Securities in which you have a direct or indirect Beneficial Ownership interest. For instance, you need to identify

entities that hold securities such as mutual fund shares that you invest in through your 401(k) plan or IRAs.

VII. Reporting of Violations

If you become aware of any violation(s) or potential violation(s) of any of the provisions of this Code, you must report such violation(s) or potential violation(s) promptly to the CCO. Failure to report any violation(s) of this Code, that you are aware of, in a prompt manner will be considered itself a violation of this Code and subject to remedial action.

VIII. Compliance and Review

The CCO shall designate to an Employee the responsibility of reviewing the account statements and the reports required to be made pursuant to the reporting section of this Code and the preclearance documents completed by Employees pursuant to Section 9.1.V.B above. On a monthly basis, the designee shall review all reports completed pursuant to this Code and the Section 9.1.V.B preclearance documents and confirm that each Employee is in compliance with

this Code. Following such monthly review, the designee shall report his or her findings to the CCO.

The CCO shall maintain a list of Access Persons as defined in Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act. Such list shall be updated on an annual basis. Columbia Partners is required by law to keep a record of all violations of this Code including the failure by an Employee to submit a transaction or holding reports required by this Code on time. The SEC has access to that record during an inspection.

IX. Definitions

The definitions below apply to this Section 9.1 of the Compliance Manual only.

A. “Automatic Investment Plan” means a program in which regular

periodic purchases (or withdrawals) are made automatically in (or from)

investment accounts in accordance with a predetermined schedule and

allocation. An automatic investment plan includes a dividend reinvestment plan.

B. “Beneficial Ownership” means any interest in securities where a person

directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise have or share a direct or indirect “pecuniary interest” in such securities. While the definition of “Pecuniary Interest” is complex, an Employee generally has a pecuniary interest in securities if such Employee has the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the securities.

Appendix P to this Manual gives examples of an indirect Pecuniary Interest in securities.

C. “Covered Security” means a Security as defined in item H below (in

effect, all Securities) except that it shall not include direct obligations of the Government of the United States; bankers’ acceptances, bank certificates of

deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; money market fund shares, shares issued by open-end investment companies registered under the 1940 Act other than Reportable Funds and shares issued by Exchange Traded Funds organized as open-end investment companies registered under the 1940 Act other than Reportable Funds.

D. “Employee Account” means any account in which an Employee has a direct or indirect Beneficial Ownership interest in the Securities held in the account unless such an account is specifically excluded from this Code’s requirements by the CCO.

E. “Federal Securities Laws” means the Securities Act of 1933, as amended (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), the Sarbanes-Oxley Act of 2002, the 1940 Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

F. “Initial Public Offering” means an offering of Securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.

G. “Limited Offering” means an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 promulgated thereunder.

H. “Registered Investment Company” means an investment company registered under the 1940 Act advised or subadvised by Columbia Partners.

I. “Reportable Fund” means (i) any investment company registered under the 1940 Act (“mutual fund”) for which Columbia Partners serves as an investment adviser or (ii) any mutual fund whose investment adviser or principal underwriter controls, is controlled by or is under common control with Columbia Partners.

J. “Security” means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option or privilege on any security (including a certificate of deposit) or on any group or index of Securities (including any interest therein or based on the value thereof), or any put, call,

straddle, option or privilege entered into on a national securities exchange relating to foreign currency or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary

or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any security of the foregoing.

K. “Unregistered Investment Company” means an investment company

exempt from registration under the 1940 Act.

L. “Covered Security to be Held or to be Acquired by a Columbia Partners

Client Account” means any Covered Security which, within the most recent 15 days:

(a) is or has been held by a Columbia Partners Client Account; or

(b) is being or has been considered by Columbia Partners for purchase by a Columbia Partners Client Account

9.2 INSIDER TRADING

I. Purpose

Columbia Partners is required to establish, maintain and enforce policies and procedures to prevent the misuse of material, nonpublic information (“inside information”). These requirements are included in the Insider Trading and Securities Fraud Enforcement Act of 1988. Columbia Partners has established policies and procedures reasonably designed to prevent the misuse of inside information considering Columbia Partners’ business, structure, size and other

relevant factors.

December 5, 2008

CODE OF ETHICS

PanAgora Asset Management, Inc.

CODE OF ETHICS

It is the personal responsibility of every PanAgora Employee to avoid any conduct that could create a conflict, or even the appearance of a conflict, with our fund shareholders and other clients, or to do anything that could damage or erode the trust our fund shareholders and other clients place in PanAgora and its Employees.

TABLE OF CONTENTS

OVERVIEW

PREAMBLE

GUIDELINES AND DEFINITIONS

SECTION I: PERSONAL SECURITIES RULES FOR ALL EMPLOYEES

A. Pre-clearance and the Restricted List

Rule 1 - Pre-clearance Requirements and the PTA System

Rule 2: PTA System and Restricted List

B. Prohibited Transactions

Rule 1: Short-Selling Prohibition

Rule 2: IPO Prohibition

Rule 3: Private Placement Pre-Approval Requirements

Rule 4: Trading with Material Non-Public Information

Rule 5: No Personal Trading with Client Portfolios

Rule 6: Special: Good Until Canceled Orders

Rule 7: Excessive Trading

C. Discouraged Transactions

Rule 1: Naked Options

D. Exempted Transactions

Rule 1: Involuntary Transactions

Rule 2: Special Exemptions

SECTION II: ADDITIONAL SPECIAL RULES FOR PERSONAL SECURITIES TRANSACTIONS OF ACCESS PERSONS AND CERTAIN INVESTMENT PROFESSIONALS

Rule 1: 90-Day Short Term Rule

Rule 2: 7-Day Rule

Rule 3: Blackout Rule

Rule 4: Contra Trading Rule

Rule 5: No Personal Benefit

SECTION III: GENERAL RULES FOR ALL EMPLOYEES

Rule 1: Compliance with All Laws, Regulations and Policies

Rule 2: Conflicts of Interest

Rule 3: Gifts and Entertainment Policy

Rule 4: Anti-bribery/Kickback Policy

Rule 5: Political Activities, Contributions/Solicitations and Lobbying Policy

Rule 6: Confidentiality of PanAgora Business Information

Rule 7: Roles with Other Entities

Rule 8: Role as Trustee or Fiduciary Outside PanAgora

Rule 9: Investment Clubs

Rule 10: Business Negotiations for PanAgora

Rule 11: Accurate Records

Rule 12: Immediate Family Members' Conflict Policy

Rule 13: NPAs

Rule 14: Computer and Network Use Policies

Rule 15: CFA Institute Code of Ethics

Rule 16: Privacy Policy

Rule 17: Anti-money Laundering Policy

Rule 18: Record Retention

SECTION IV: REPORTING REQUIREMENTS FOR ALL EMPLOYEES

Rule 1: Broker Confirmations and Statements

Rule 2: Access Persons - Quarterly Transaction Report

Rule 3: Access Persons - Initial/Annual Holdings Report

Rule 4: Certifications

Rule 5: Outside Business Affiliation

Rule 6: Reporting of Irregular Activity

Rule 7: Ombudsman

SECTION V: EDUCATION REQUIREMENTS

Rule 1: Distribution of Code

Rule 2: Annual Training Requirement

SECTION VI: COMPLIANCE AND APPEAL PROCEDURES

A. Restricted List

B. Consultation of Restricted List

C. Request for Determination

D. Request for Ad Hoc Exemption

E. Appeal to Code of Ethics Officer with Respect to Restricted List

F. Information Concerning Identity of Compliance Personnel

SECTION VII: SANCTIONS

APPENDIX A: POLICY STATEMENT CONCERNING INSIDER TRADING PROHIBITIONS

PREAMBLE

DEFINITIONS: Insider Trading

SECTION I: Rules Concerning Inside Information

Rule 1: Inside Information

Rule 2: Material, Non-Public Information

Rule 3: Reporting of Material, Non-Public Information

SECTION II: Overview of Insider Trading

APPENDIX B: POLICY STATEMENT REGARDING EMPLOYEE TRADES IN SHARES OF PANAGORA CLOSED-END FUNDS

APPENDIX C: CONTRA-TRADING RULE CLEARANCE FORM

APPENDIX D: CFA INSTITUTE CODE OF ETHICS AND STANDARDS OF PROFESSIONAL CONDUCT

OVERVIEW

This overview is provided only as a convenience and is not intended to substitute for a careful reading of the complete document. As a condition of continued employment, every PanAgora Employee is required to read, understand, and comply with the provisions of the entire Code. Additionally, Employees are expected to comply with the policies and procedures contained within PanAgora’s Compliance Program, which can be accessed online through PAMZone or in hard copy through the Code of Ethics Officer.

It is the personal responsibility of every PanAgora Employee to avoid any conduct that could create a conflict, or even the appearance of a conflict, with our fund shareholders or other clients, or do anything that could damage or erode the trust our clients place in PanAgora and its Employees. This is the spirit of the Code. In accepting employment at PanAgora, every Employee accepts the absolute obligation to comply with the letter and the spirit of the Code. Failure to comply with the spirit of the Code is just as much a violation of the Code as failure to comply with the written rules of the Code.

The rules of the Code cover activities, including Personal Securities Transactions, of PanAgora Employees, certain Immediate Family Members of Employees, and entities (such as corporations, trusts, or partnerships) that Employees may be deemed to control or influence.

Sanctions will be imposed for violations of the Code. Sanctions may include monetary fines, bans on personal trading, reductions in salary increases or bonuses, disgorgement of trading profits, suspension of employment, and termination of employment. The proceeds resulting from monetary sanctions will be given to a charity chosen by the Code of Ethics Officer.

Insider trading

PanAgora Employees are forbidden to buy or sell any Security while either PanAgora or the Employee is in possession of material, non-public information (inside information) concerning the Security or the issuer. A violation of PanAgora’s insider trading policies may result in criminal and civil penalties, including imprisonment, disgorgement of profits, and substantial fines. An Employee aware of or in possession of inside information must report it immediately to the Code of Ethics Officer or the Deputy Code of Ethics Officer. See Appendix A: Overview of Insider Trading .

Conflicts of interest

The Code imposes limits on activities of PanAgora Employees where the activity may conflict with the interests of PanAgora or its clients. These include limits on the receipt and solicitation of gifts and on service as a fiduciary for a person or entity outside of PanAgora.

For example, PanAgora Employees generally may not accept gifts over $100 in total value in a calendar year from any entity or any supplier of goods or services to PanAgora.

In addition, a PanAgora Employee may not serve as a director of any corporation or other entity without prior written approval of the Code of Ethics Officer, and PanAgora Employees may not be members of investment clubs.

Confidentiality

Information about PanAgora Clients and PanAgora investment activity and research is proprietary and confidential and may not be disclosed or used by any PanAgora Employee outside PanAgora without a valid business purpose.

PanAgora sub-advised mutual funds

Employees are responsible for providing transaction and holdings reports related to shares of any open-end funds sub-advised by PanAgora as described in Section IV.

Personal securities trading

PanAgora Employees may not buy or sell any Security for their own account without clearing the proposed transaction in advance. Clearance is facilitated through the Personal Trading Assistant (PTA). See Section I for exemptions from this requirement.

PanAgora Employees may not buy any securities in an IPO or in a Private Placement, except in limited circumstances when prior written authorization is obtained.

Pre-clearance must be obtained in advance, between 9:00 a.m. and 4:00 p.m. Eastern Standard Time (EST) on the day of the trade. A pre-clearance is valid only for the day it is obtained . PanAgora Employees are strongly discouraged from engaging in excessive trading for their personal securities accounts. Employees will be prohibited from making more than 10 trades in individual securities within a quarter. Trading in excess of this level will be reviewed with the Code of Ethics Oversight Committee.

Short Selling

PanAgora Employees are prohibited from Short Selling any Security, whether or not it is held in a PanAgora Client portfolio, except that Short Selling against broad market indexes, Short Selling Broad-Based ETFs, and Short Selling Against the Box are permitted. Note, however, that Short Selling Against the Box or otherwise hedging an investment in shares of Power Corporation of Canada, Power Financial Corporation, and Great-West Lifeco Inc. stock is prohibited.

Confirmations of trading and periodic account statements

All PanAgora Employees must have their brokers send duplicate confirmations and statements of transactions in Personal Brokerage Accounts , including transactions of those who share the same household as the Employee or for accounts over which the Employee has investment discretion, to the Code of Ethics Officer. Employees must enter a broker account profile into PTA, then the Code of Ethics Administrator will: (a) provide an authorization letter from PanAgora to hold the account; and (b) provide

instructions to the broker in establishing the Rule 407 Letter from PanAgora for setting up the Employee’s Personal Brokerage Account.

Quarterly and annual reporting

All employees of PanAgora are Access Persons. Access Persons must report all their securities transactions in each calendar quarter to the Code of Ethics Officer within 15 days after the end of the quarter. All Access Persons must disclose all personal securities holdings (even those to which pre-clearance may not apply) upon commencement of employment, quarterly and thereafter on an annual basis. If you fail to report as required, salary increases and bonuses may be reduced. Egregious conduct, e.g., willful failures to report, will be subject to harsher sanctions, which may include termination of employment.

Initial Public Offerings (IPOs) and Private Placements

PanAgora Employees may not buy any securities in an IPO or in a Private Placement, except in limited circumstances when prior written authorization is obtained.

Personal securities transactions by Access Persons

and Investment Professionals

The Code imposes special restrictions on Personal Securities Transactions by Access Persons and Investment Professionals, which are summarized as follows. (Refer to Section II for details):

• 90-Day Short Term Holding Period . No Access Person shall purchase and then sell at a profit, or sell and then repurchase at a lower price, any security or related derivative security within 90 calendar days.

• 7-Day Rule. Before an Investment Professional places an order to buy a Security for any portfolio his team manages, he must sell from his personal account any such Security or related derivative Security purchased within the preceding seven calendar days and disgorge any profit from the sale.

• Blackout Rule . No Investment Professional may sell any Security or related derivative Security for her personal account until seven calendar days have passed since the most recent purchase of that Security or related derivative Security by any portfolio managed by her team. No Investment Professional may buy any Security or related derivative Security for his personal account until seven calendar days have passed since the most recent sale of that Security or related derivative Security by any portfolio managed by his team.

• Contra-Trading Rule . No Investment Professional may sell out of her personal account any Security or related derivative Security that is held in any portfolio managed by her team unless she has received the written approval of an appropriate Director in her group and the Code of Ethics Officer or his designee.

• No Investment Professional may cause a PanAgora Client to take action for the individual’s own personal benefit.

PREAMBLE

It is the personal responsibility of every PanAgora Employee to avoid any conduct that would create a conflict, or even the appearance of a conflict, with our fund shareholders or other clients, or do anything that could damage or erode the trust our clients place in PanAgora and its Employees. This is the spirit of the Code. In accepting employment at PanAgora, every Employee also accepts the absolute obligation to comply with the letter and the spirit of the Code. Failure to comply with the spirit of the Code is just as much a violation of the Code as failure to comply with the written rules of the Code. Sanctions will be imposed for violations of the Code, including the Code’s reporting requirements.

Sanctions will include bans on personal trading, reductions in salary increases or bonuses, disgorgement of trading profits, suspension of employment, and termination of employment.

PanAgora is required by law to adopt a Code. The purposes of the law are to ensure that companies and their employees comply with all applicable laws and to prevent abuses in the investment advisory business that can arise when conflicts of interest exist between the employees of an investment advisor and its clients. By adopting and enforcing a Code, we strengthen the trust and confidence reposed in us by demonstrating that, at PanAgora, client interests come before personal interests.

The Code that follows represents a balancing of important interests. On the one hand, as a registered investment advisor, PanAgora owes a duty of undivided loyalty to its clients, and must avoid even the appearance of a conflict that might be perceived as abusing the trust they have placed in PanAgora. On the other hand, PanAgora does not want to prevent conscientious professionals from investing for their own accounts where conflicts do not exist or are so attenuated as to be immaterial to investment decisions affecting PanAgora Clients.

When conflicting interests cannot be reconciled, the Code makes clear that, first and foremost, PanAgora Employees owe a fiduciary duty to PanAgora Clients. In most cases, this means that the affected Employee will be required to forego conflicting Personal Securities Transactions. In some cases, personal investments will be permitted, but only in a manner that, because of the circumstances and applicable controls, cannot reasonably be perceived as adversely affecting PanAgora Client portfolios or taking unfair advantage of the relationship PanAgora Employees have to PanAgora Clients.

The Code contains specific rules prohibiting defined types of conflicts. Because every potential conflict cannot be anticipated in advance, the Code also contains certain general provisions prohibiting conflict situations. In view of these general provisions, it is critical that any individual who is in doubt about the applicability of the Code in a given situation seek a determination from the Code of Ethics Officer about the propriety of the conduct in advance. The procedures for obtaining such a determination are described in Section VI of the Code.

It is critical that the Code be strictly observed. Not only will adherence to the Code ensure that PanAgora renders the best possible service to its clients, it will ensure that no individual is liable for violations of law.

It should be emphasized that adherence to this policy is a fundamental condition of employment at PanAgora. Every Employee is expected to adhere to the requirements of this Code despite any inconvenience that may be involved. Any Employee failing to do so may be subject to such disciplinary action, including financial penalties and termination of employment, as determined by the Code of Ethics Officer, the Code of Ethics Oversight Committee or the Chief Executive Officer of PanAgora.

GUIDELINES AND DEFINITIONS

Guidelines

Gender references — Gender references in the Code alternate.

Rule of construction regarding time periods — Unless the context indicates otherwise, time periods used in the Code shall be measured inclusively, i.e., beginning on the dates from which the measurement is made.

Exceptions — Unless the context indicates otherwise, there will be no exceptions to the rules.

Definitions

The words below are defined specifically for the purpose of PanAgora’s Code.

Access Persons

Generally, all Employees of PanAgora are considered Access Persons. However, an Independent PanAgora Director will not be considered an Access Person so long as the member:

(1) Is not involved in making securities recommendations to PanAgora or Putnam clients;

AND

(2) Does not have access to:

(a) nonpublic information regarding the purchase or sale of securities for any PanAgora or Putnam client;

(b) nonpublic information regarding the portfolio holdings of any fund sponsored or advised by PanAgora or Putnam; or

Each Independent PanAgora Director shall certify in writing annually that he or she satisfies both conditions set forth in the previous sentence. In addition, an Independent PanAgora Director who ceases to satisfy one or both of these conditions shall promptly inform PanAgora of this fact, and the Director shall consequently be considered an Access Person and subject to the Code.

CDs

Certificates of deposit.

Closed-End Fund

A fund with a fixed number of shares outstanding and which does not redeem shares the way a typical mutual fund does. Closed-End Funds typically trade like stocks on exchange .

Broad-Based Closed-End Funds

Broad-Based Closed-End Funds are Closed-End Funds that contain a portfolio of Securities of ten (10) or more issuers.

Narrow-Based Closed-End Funds

Narrow-Based Closed-End Funds are all Closed-End Funds that are not Broad-Based Closed-End Funds.

Code

This Code of Ethics.

Code of Ethics Administrator

The individual designated by the Code of Ethics Officer to assume responsibility for day-to-day, nondiscretionary administration of this Code. The current Code of Ethics Administrator is Robin Kelly, who can be reached at extension 6373.

Code of Ethics Officer

The PanAgora officer who has been assigned the responsibility of enforcing and interpreting this Code. The Code of Ethics Officer shall be the Chief Compliance Officer or such other person as is designated by the Chief Executive Officer of PanAgora. If the Code of Ethics Officer is unavailable, the Deputy Code of Ethics Officer shall act in his or her stead. The current Code of Ethics Officer is Louis X. Iglesias. The current Deputy Code of Ethics Officer is Robin J. Kelly.

Code of Ethics Oversight Committee

Has oversight responsibility for administering the Code. Members include the Code of Ethics Officer and other members of PanAgora’s senior management approved by the Chief Executive Officer of PanAgora.

Discretionary Account

An account for which the holder gives his/her broker or investment advisor (but not an Immediate Family Member) complete authority to make management decisions to buy and sell securities (also called controlled account or managed account).

Exchange Traded Fund (ETF)

A fund that tracks an index, but can be traded like a stock, ETFs always bundle together the securities that are in an index.

Broad-Based ETF

Contains a portfolio of securities of 10 or more issuers (e.g., SPDRs, WEBs, QQQQs, iShares, HLDRs).

Narrow-Based ETF

ETFs that are not Broad-Based ETFs.

Immediate Family Members

Spouse, domestic partner, minor children, or other relatives living in the same household as the PanAgora Employee. All pre-clearance and reporting applies to Immediate Family Members.

Independent PanAgora Director

A member of the PanAgora board who is not otherwise affiliated with PanAgora or Putnam.

Investment Professional

Any of the following: portfolio manager, analyst, director or Chief Investment Officer that is on an investment team.

IPO

Initial public offering.

Large-/Mid-Cap Exemption

This rule permits the purchase or sale of up to 1,000 shares of a Security on PanAgora’s Restricted List per day if the market capitalization of the issuer of the Security is at least $2 billion.

MMC

Marsh & McLennan Companies

Narrow-Based Derivative

A future, swap, put or call option, or similar derivative instrument whose return is determined by reference to fewer than 10 underlying issuers. Single stock futures and exchange traded funds based on fewer than 10 issuers are included.

Non-PanAgora Affiliate

Any affiliate of PanAgora that provides investment advisory services and is listed in the Comment to Section III, Rule 13.

PanAgora

Any or all of PanAgora Asset Management, Inc. and its subsidiaries, any one of which shall be a PanAgora company.

PanAgora Client

Any of the PanAgora mutual funds, or any advisory, trust, or other client of PanAgora.

PanAgora Employee (or Employee)

Any employee of PanAgora.

Personal Brokerage Account

An Access Person’s Personal Brokerage Account includes any brokerage account for which the Access Person has shared and sole discretionary investment authority.

Personal Trading Assistant (PTA)

The Personal Trading Assistant (PTA) is an intuitive, browser-based application that provides an automated and streamlined mechanism for managing Employee personal trading practices, e.g., pre-clearance, reporting and certifications in accordance with regulatory requirements and the Code.

Policy Statements

The Policy Statement Concerning Insider Trading Prohibitions attached to the Code as Appendix A and the Policy Statement Regarding Employee Trades in Shares of PanAgora Closed-End Funds attached to the Code as Appendix B.

Private Placement

Any offering of a Security not offered to the public and not requiring registration with the relevant securities authorities.

Purchase or Sale of a Security

Any acquisition or transfer of any interest in the Security for direct or indirect consideration; this includes the writing of an option. This definition includes any transfer of a Security by an Employee as a gift to an individual or a charity.

Restricted List

The list established in accordance with Rules 1 and 2 of Section I.A.

SEC

The U.S. Securities and Exchange Commission.

Security

The following instruments are defined as “securities” and require pre-clearance and periodic reporting:

•	Any type or class of equity or debt security; any rights relating to a security, such as warrants, convertible securities;

•	Narrow-Based Closed-End Funds;

•	Narrow-Based ETFs; and

•	Narrow-Based Derivatives.

Unless otherwise noted, the following instruments are not considered “securities” for pre-clearance purposes. If marked with an asterisk, periodic reporting is required:

•

Currencies;

•

Direct and indirect obligations of the U.S. government and its agencies;

•

Commercial paper;

•

CDs;

•

Repurchase agreements;

•

Bankers’ acceptances;

•

Any other money market instruments;

•

Broad-Based Closed-End Funds*;

•

Broad-Based ETFs*;

•

Commodities; or

•

Any option on a broad-based market index or an exchange-traded futures contract or option.*

Selling Short

The sale of a Security that the investor does not own in order to take advantage of an anticipated decline in the price of the Security. In order to sell short, the investor must borrow the Security from his broker in order to make delivery to the buyer.

Selling Short Against the Box

A short sale where the investor owns the Security, but does not want to use the shares for delivery, so he borrows them from the brokerage firm.

Transaction for a Personal Account (or Personal Securities Transaction)

Securities transactions: (a) for the personal account of any employee; (b) for the account

of a Immediate Family Member of any Employee; (c) for the account of a partnership in which a PanAgora Employee or Immediate Family Member is a general partner or a partner with investment discretion; (d) for the account of a trust in which a PanAgora Employee or Immediate Family Member is a trustee with investment discretion; (e) for the account of a closely-held corporation in which a PanAgora Employee or Immediate Family Member holds shares and for which he has investment discretion; and (f) for any account other than a PanAgora Client account that receives investment advice of any sort from the Employee or Immediate Family Member, or over which the Employee or Immediate Family Member has investment discretion.

SECTION I: Personal Securities Rules for All Employees

A. Pre-clearance and the Restricted List

Rule 1 – Pre-clearance Requirements and the PTA System

Pre-clearance is required for all transactions in the following Securities:

•

Stock of Power Corporation of Canada, Power Financial Corporation, and Great-West Lifeco Inc.;

•

MMC stock (including all transactions relating to Securities held in the MMC Employee Stock Purchase Plan or 401(k)/Profit Sharing/Bonus Plan);

•

Any type or class of equity or debt Security, including corporate and municipal bonds (including stock acquired in a stock purchase plan or 401(k) plan);

•

Any rights relating to a Security, such as warrants and convertible Securities;

•

Narrow Based-Closed-End Funds;

•

Narrow-Based ETFs;

•

Narrow-Based Derivatives; and

•

Any Security donated as a gift to an individual or a charity.

Pre-clearance is not required for transactions in the following Securities (although reporting is required for the categories marked with an asterisk):

•

Broad-Based ETFs, and any option on a broad-based market index or an exchange-traded futures contract or option thereon;*

•

Broad-Based Closed-End Funds;*

•

Open-end mutual funds;

•

Currencies, Treasuries (T-bills), and direct and indirect obligations of the U.S. government and its agencies;

•

Direct and indirect obligations of any member country of the Organization for Economic Co-Operation and Development (OECD); or

•

Commercial paper, CDs, repurchase agreements, bankers’ acceptances, and other money market instruments.

Rule 2: PTA System and Restricted List

No PanAgora Employee shall purchase or sell for his personal account any Security requiring pre-clearance under Rule 1 without prior clearance obtained through procedures set forth by the Code of Ethics Officer. Clearance is facilitated through the Personal Trading Assistant (PTA). Subject to the limited exceptions below, no clearance will be granted for securities appearing on the Restricted List. Securities will be placed on the Restricted List in the following circumstances:

(a) When orders to purchase or sell such Security have been entered for any PanAgora Client, or the Security is being actively considered for purchase for any PanAgora Client, unless the Security is a nonconvertible investment grade rated (at least BBB by S&P or Baa by Moody’s) fixed-income investment;

(b) When such a Security is a voting Security of a corporation in the banking, savings and loan, insurance, communications, public utilities, or gaming (i.e., casinos) industries, if holdings of PanAgora or Putnam clients in that corporation exceed 7%;

(c) When, in the judgment of the Code of Ethics Officer, other circumstances warrant restricting personal transactions of PanAgora Employees in a particular Security;

(d) When required under the circumstances described in the Policy Statement Concerning Insider Trading Prohibitions, attached as Appendix A.

Reminder: Securities for an Employee’s personal account include securities owned by Immediate Family Members of a PanAgora Employee. Thus, this Rule prohibits certain trades by Immediate Family Members of PanAgora Employees. See Definitions.

Compliance with this rule does not exempt an Employee from complying with any other applicable rules of the Code, such as those described in Section III. In particular, Access Persons and Investment Professionals must comply with the special rules set forth in Section II.

IMPLEMENTATION

An Employee wishing to trade any Security shall first obtain clearance through the PTA system. Pre-clearance must be obtained in advance, between 9:00 a.m. and 4:00 p.m. Eastern Standard Time (EST) on the day of the trade. A pre-clearance is valid only for the day it is obtained. PanAgora Employees are strongly discouraged from engaging in excessive trading for their personal securities accounts. Employees will be prohibited from making more than 10 trades in individual securities within a quarter. Trading in excess of this level will be reviewed with the Code of Ethics Oversight Committee.

The PTA system will inform the Employee whether the Security may be traded and whether trading in the Security is subject to the “Large-/Mid-Cap Exemption.” The response of the pre-clearance system as to whether a Security appears on the Restricted List and, if so, whether it is eligible for the exceptions set forth after this Rule shall be final, unless the Employee appeals to the Code of Ethics Officer, using the procedure described in Section VI, regarding the request to trade a particular Security.

A pre-clearance is only valid for trading on the day it is obtained. Trades in securities listed on Asian or European stock exchanges, however, may be executed within one business day after pre-clearance is obtained .

If a Security is not on the Restricted List, other classes of securities of the same issuer (e.g., preferred or convertible preferred stock) may be on the Restricted List. It is the Employee’s responsibility to identify with particularity the class of securities for which permission is being sought for a personal investment.

If the pre-clearance system does not recognize a Security, or if an Employee is unable to use the system or has any questions with respect to the system or pre-clearance, the Employee may consult the Code of Ethics Administrator. The Code of Ethics

Administrator shall not have authority to answer any questions about a Security other than whether trading is permitted. The response of the Code of Ethics Administrator as to whether a Security appears on the Restricted List and, if so, whether it is eligible for any applicable exceptions set forth after this Rule shall be final, unless the Employee appeals to the Code of Ethics Officer, using the procedure described in Section VI, regarding the request to trade a particular Security.

EXCEPTIONS

A. Large-/Mid-Cap Exemption. If a Security appearing on the Restricted List is an equity Security for which the issuer has a market capitalization (defined as outstanding shares multiplied by current price per share) of at least $2 billion, then a PanAgora Employee may purchase or sell up to 1,000 shares of the Security per day for his personal account.

B. Pre-clearing Transactions Effected by Share Subscription . The purchase of securities made by subscription rather than on an exchange is limited to issuers having a market capitalization of $5 billion or more and is subject to a 1,000 share limit. The following are procedures to comply with Rule 1 when effecting a purchase or sale of shares by subscription:

(a) The PanAgora Employee must pre-clear the trade on the day he or she submits a subscription to the issuer, rather than on the actual day of the trade since the actual day of the trade typically will not be known to the Employee who submits the subscription. At the time of pre-clearance, the Employee will be told whether the purchase is permitted (in the case of a corporation having a market capitalization of $5 billion or more), or not permitted (in the case of a smaller capitalization issuer).

(b) The subscription for any purchase or sale of shares must be reported on the Employee’s quarterly Personal Securities Transaction report, noting the trade was accomplished by subscription.

(c) Because no brokers are involved in the transaction, the confirmation requirement will be waived for these transactions, although the PanAgora Employee must provide the Compliance Department with any transaction summaries or statements sent by the issuer.

C. Trades in Approved Discretionary Brokerage Accounts . A transaction does not need to be pre-cleared if it takes place in an account that the Code of Ethics Officer has approved in writing as exempt from the pre-clearance requirement. In the sole discretion of the Code of Ethics Officer accounts that will be considered for exclusion from the pre-clearance requirement are only those for which an Employee’s securities broker or investment advisor has complete discretion (a Discretionary Account) and the following conditions are met: (i) the Employee certifies annually in writing that the Employee has no influence over the transactions in the Discretionary Account and is not aware of the transactions in the Discretionary Account prior to their execution; (ii) the compliance department of the Employee’s broker or investment advisor certifies annually in writing that the Employee has no influence over the transactions in the Discretionary Account and is not aware of the transactions in the Discretionary Account prior to their execution;

and (iii) each calendar quarter, the broker or investment advisor sends PanAgora’s Code of Ethics Administrator copies of each quarterly statement for the Discretionary Account. Employees wishing to seek such an exemption must send a written request to the Code of Ethics Administrator.

COMMENTS

• Pre-clearance . Subpart (a) of Rule 2 is designed to avoid the conflict of interest that might occur when an Employee trades for his personal account a Security that currently is being traded or is likely to be traded for a PanAgora Client. Such conflicts arise, for example, when the trades of an Employee might have an impact on the price or availability of a particular Security, or when the trades of the client might have an impact on price to the benefit of the Employee. Thus, exceptions involve situations where the trade of a PanAgora Employee is unlikely to have an impact on the market.

• Regulatory Limits. Owing to a variety of federal statutes and regulations in the banking, savings and loan, insurance, communications, and gaming industries, it is critical that accounts of PanAgora and Putnam clients not hold more than 10% of the voting securities (7% for public utilities) of any issuer in those industries. Because of the risk that the personal holdings of PanAgora and Putnam employees may be aggregated with PanAgora and Putnam holdings for these purposes, subpart (b) of this Rule limits personal trades in these areas. The 7% limit will allow the regulatory limits to be observed.

• Options . For the purposes of this Code, options are treated like the underlying Security. See Definitions. Thus, an Employee may not purchase, sell, or “write” option contracts for a Security that is on the Restricted List. The automatic exercise or assignment of an options contract (the purchase or writing of which was previously pre-cleared) does not have to be pre-cleared. Note, however, that the sale of securities obtained through the exercise of options must be pre-cleared.

• Involuntary transactions . Involuntary Personal Securities Transactions are exempted from the Code. Special attention should be paid to this exemption. (See Section I.D.)

• Tender offers. This Rule does not prohibit an Employee from tendering securities from his personal account in response to an “any and all” tender offer, even if PanAgora Clients are also tendering securities. A PanAgora Employee is, however, prohibited from tendering securities from his personal account in response to a partial tender offer, if PanAgora Clients are also tendering securities.

• Gifts of Securities. Pre-clearance is required for securities donated as a gift to a charitable organization or to an individual. Employees are required to provide a gift transfer certificate of the transaction (if produced) to the Code of Ethics Administrator along with an account statement reflecting the gift transaction. Receipt of a securities gift should be reported on the Access Person’s Annual Holding Report. Employees who receive a securities gift must report the gift to the Code of Ethics Administrator to make the necessary adjustments in PTA and Access Persons must disclose this holding in PTA.

B. Prohibited Transactions

Rule 1: Short-Selling Prohibition

PanAgora Employees are prohibited from Short Selling any Security in their own accounts, whether or not the Security is held in a PanAgora Client portfolio. Employees are prohibited from hedging investments made in securities of Power Corporation of Canada, Power Financial Corporation, and Great-West Lifeco Inc.

EXCEPTIONS

Short selling against broad market indexes (such as the Dow Jones Industrial Average, the NASDAQ index, and the S&P 100 & 500 indexes), short selling of Broad-Based ETFs, and short selling against the box are permitted (except that short selling shares of Power Corporation of Canada, Power Financial Corporation, and Great-West Lifeco Inc. against the box is not permitted).

Rule 2: IPO Prohibition

No PanAgora Employee shall purchase any Security for her personal account in an IPO. Employees are also restricted from participating in IPOs through a Discretionary Account.

EXCEPTION

Pre-existing Status Exception . A PanAgora Employee shall not be barred by this Rule or by Rule 1(a) of Section I.A. from purchasing securities for her personal account in connection with an IPO of securities by a bank or insurance company when the Employee’s status as a policyholder or depositor entitles her to purchase securities on terms more favorable than those available to the general public, in connection with the bank’s conversion from mutual or cooperative form to stock form, or the insurance company’s conversion from mutual to stock form, provided that the Employee has had the status entitling her to purchase on favorable terms for at least two years. This exception is only available with respect to the value of bank deposits or insurance policies that an Employee owns before the announcement of the IPO. This exception does not apply, however, if the Security appears on the Restricted List in the circumstances set forth in subparts (b), (c), or (d) of Section I.A., Rule 2.

IMPLEMENTATION

A. General Implementation. An Employee shall inquire, before any purchase of a Security for her personal account, whether the Security to be purchased is being offered pursuant to an initial public offering. If the Security is offered through an IPO, the Employee shall refrain from purchasing that Security for her personal account unless the exception applies.

B. Administration of Exception. If the Employee believes the exception applies, she shall consult the Code of Ethics Administrator concerning whether the Security appears on the

Restricted List and if so, whether it is eligible for this exception.

COMMENTS

• The purpose of this Rule is designed to avoid the conflict of interest that might occur when an Employee trades for his personal account a Security that currently is being traded or is likely to be traded for a PanAgora Client. Such conflicts arise, for example, when the trades of an Employee might have an impact on the price or availability of a particular Security, or when the trades of the client might have an impact on price to the benefit of the Employee. Thus, exceptions involve situations where the trade of a PanAgora employee is unlikely to have an impact on the market.

• Purchases of securities in the immediate after-market of an initial public offering are not prohibited, provided they do not constitute violations of other portions of the Code. For example, participation in the immediate after-market as a result of a special allocation from an underwriting group would be prohibited by Section III, Rule 3 concerning gifts and other favors.

• Public offerings subsequent to initial public offerings are not deemed to create the same potential for competition between PanAgora Employees and PanAgora Clients because of the pre-existence of a market for the securities.

Rule 3: Private Placement Pre-Approval Requirements

No PanAgora Employee shall purchase any Security for his personal account in a limited private offering or Private Placement without prior approval from the Code of Ethics Officer. Privately placed limited partnerships and funds such as private equity or hedge funds are specifically included in this Rule.

COMMENTS

• The purpose of this Rule is to prevent a PanAgora Employee from investing in securities for his own account pursuant to a limited private offering that could compete with or disadvantage PanAgora Clients, and to prevent PanAgora Employees from being subject to efforts to curry favor by those who seek to do business with PanAgora.

• Exemptions to the prohibition will generally not be granted where the proposed investment relates directly or indirectly to investments by a PanAgora Client, or where individuals involved in the offering (including the issuers, broker, underwriter, placement agent, promoter, fellow investors and affiliates of the foregoing) have any prior or existing business relationship with PanAgora or a PanAgora Employee, or where the PanAgora Employee believes that such individuals may expect to have a future business relationship with PanAgora or a PanAgora Employee.

• An exemption may be granted, subject to reviewing all the relevant facts and circumstances, for investments in:

(a) Pooled investment funds, including hedge funds, subject to the condition that an

employee investing in a pooled investment fund would have no involvement in the activities or decision-making process of the fund except for financial reports made in the ordinary course of the fund’s business, and subject to the condition that the hedge fund does not invest significantly in registered investment companies.

(b) Private Placements where the investment cannot relate, or be expected to relate, directly or indirectly to PanAgora or investments by a PanAgora Client.

• Employees who apply for an exemption will be expected to disclose to the Code of Ethics Officer in writing all facts and relationships relating to the proposed investment.

• Applications to invest in Private Placements will be reviewed by the Code of Ethics Oversight Committee. This review will take into account, among other factors, the considerations described in the preceding comments.

Rule 4: Trading with Material Non-Public Information

No PanAgora Employee shall purchase or sell any Security for her personal account or for any PanAgora Client account while in possession of material, nonpublic information concerning the Security or the issuer.

EXCEPTIONS

None. Please read Appendix A, Policy Statement Concerning Insider Trading Prohibitions.

Rule 5: No Personal Trading with Client Portfolios

No PanAgora Employee shall purchase from or sell to a PanAgora Client any securities or other property for his personal account, nor engage in any personal transaction to which a PanAgora Client is known to be a party, or which transaction may have a significant relationship to any action taken by a PanAgora Client.

EXCEPTIONS

None.

IMPLEMENTATION

It shall be the responsibility of every PanAgora Employee to make inquiry prior to any personal transaction sufficient to satisfy himself that the requirements of this Rule have been met.

COMMENT

This rule is required by federal law. It does not prohibit a PanAgora Employee from purchasing any shares of an open-end fund sponsored by PanAgora. The policy with respect to Employee trading in closed-end PanAgora funds is attached as Appendix B.

Rule 6: Special: Good Until Canceled Orders

Good Until Canceled Limit Orders are prohibited.

Any order not executed on the day of pre-clearance must be resubmitted for pre-clearance before being executed on a subsequent day. “Good until canceled limit” orders are prohibited because of the potential failure to pre-clear.

EXCEPTION

Same-day limit orders are permitted.

Rule 7: Excessive Trading

PanAgora Employees are strongly discouraged from engaging in excessive trading for their personal accounts. Employees are prohibited from making more than 10 trades in individual securities in any given quarter. Excessive trading within PanAgora sub-advised open-end mutual funds is prohibited. For the purpose of this rule, an Employee is prohibited from engaging in more than a total of 10 trades in all accounts the Employee may hold (including those accounts held by his Immediate Family Members), not 10 trades per individual account.

EXCEPTIONS

For the purpose of calculating the number of trades in any quarter, trading the same Security in the same direction (buy or sell) over a period of five business days will be counted as one transaction.

Trades in Broad-Based ETFs and affiliate stock in internal plans are not counted towards the 10 trade limit.

COMMENTS

• Although a PanAgora Employee’s excessive trading may not itself constitute a conflict of interest with PanAgora Clients, PanAgora believes that its clients’ confidence in PanAgora will be enhanced, and the likelihood of PanAgora achieving better investment results for its clients over the long term will be increased, if PanAgora Employees rely on their investment — as opposed to trading — skills in transactions for their own accounts. Moreover, excessive trading by a PanAgora Employee for her own account diverts the Employee’s attention from the responsibility of servicing PanAgora Clients, and increases the possibilities for transactions that are in actual or apparent conflict with PanAgora Client transactions. Short-term trading is strongly discouraged while Employees are encouraged to take a long-term view.

• Employees should be aware that their trading activity is closely monitored. Activity exceeding 10 trades per quarter will be prohibited by the Code of Ethics Oversight Committee. Sanctions will be imposed such as a trading ban or a more stringent sanction may be determined at the discretion of the Committee.

C. Discouraged Transactions

Rule 1: Naked Options

PanAgora Employees are strongly discouraged from engaging in writing (selling) naked options for their personal accounts.

Naked option transactions are particularly dangerous because a PanAgora Employee may be prevented by the restrictions in this Code from covering the naked option at the appropriate time. All Employees should keep in mind the limitations on their personal securities trading imposed by this Code when contemplating such an investment strategy. Engaging in naked options transactions on the basis of material, nonpublic information is prohibited. See Appendix A, Policy Statement Concerning Insider Trading Prohibitions.

EXCEPTIONS

None.

D. Exempted Transactions

Rule 1: Involuntary Transactions

Transactions that are involuntary on the part of a PanAgora Employee are exempt from the prohibitions set forth in Sections I.A., I.B., and I.C.

EXCEPTIONS

None.

COMMENTS

• This exemption is based on categories of conduct that the SEC does not consider “abusive.”

• Examples of involuntary Personal Securities Transactions include:

(a) Sales out of the brokerage account of a PanAgora Employee as a result of bona fide margin call, provided that withdrawal of collateral by the PanAgora Employee within the ten days previous to the margin call was not a contributing factor to the margin call;

(b) Purchases arising out of an automatic dividend reinvestment program of an issuer of a publicly traded Security.

• Transactions by a trust in which the PanAgora Employee (or an Immediate Family Member of the Employee) holds a beneficial interest, but for which the Employee has no direct or indirect influence or control with respect to the selection of investments, are involuntary transactions. In addition, these transactions do not fall within the definition of “Personal Securities Transactions.” See Definitions.

• A good-faith belief on the part of the Employee that a transaction was involuntary will not be a defense to a violation of the Code. In the event of confusion as to whether a particular transaction is involuntary, the burden is on the Employee to seek a prior written determination of the applicability of this exemption. The procedures for obtaining such a determination appear in Section VI.

Rule 2: Special Exemptions

Transactions that have been determined in writing by the Code of Ethics Officer before the transaction occurs to be no more than remotely harmful to PanAgora Clients because the transaction would be very unlikely to affect a highly institutional market, or because the transaction is clearly not related economically to the securities to be purchased, sold, or held by a PanAgora Client, are exempt from the prohibitions set forth in Sections I.A., I.B., and I.C.

IMPLEMENTATION

An Employee may seek an ad-hoc exemption under this Rule by following the procedures in Section VI.

COMMENTS

• This exemption is also based upon categories of conduct that the SEC does not consider “abusive.”

• The burden is on the Employee to seek a prior written determination that the proposed transaction meets the standards for an ad hoc exemption set forth in this Rule.

SECTION II: Additional Special Rules for Personal Securities Transactions of Access Persons and Certain Investment Professionals

Rule 1: 90-Day Short Term Rule

Access Persons may not sell a security at a profit within 90 days of purchase or buy a security at a price below which he or she sold it within the past 90 days.

EXCEPTIONS

None, unless prior written approval from the Code of Ethics Officer is obtained. Exceptions may be granted on a case-by-case basis when no abuse is involved and the equities of the situation support an exemption. For example, although an Access Person may buy a stock as a long-term investment, that stock may have to be sold involuntarily due to unforeseen activity such as a merger.

IMPLEMENTATION

A. The 90-Day Short-Term Rule applies to all Access Persons, as defined in the Definitions section of the Code.

B. Calculation of whether there has been a profit is based upon the market prices of the securities. The calculation includes commissions and other sales charges.

C. As an example, an Access Person would not be permitted to sell a security at $12 that he purchased within the prior 90 days for $10. Similarly, an Access Person would not be permitted to purchase a security at $10 that she had sold within the prior 90 days for $12.

COMMENTS

• The prohibition against short-term trading profits by Access Persons is designed to minimize the possibility that they will capitalize inappropriately on the market impact of trades involving a client portfolio about which they might possibly have information.

• Although directors, portfolio managers, and analysts may sell securities at a profit within 90 days of purchase in order to comply with the requirements of the 7-Day Rule applicable to them (described below), the profit will have to be disgorged to charity under the terms of the 7-Day Rule.

• An Access Person cannot trade a security within 90 days regardless of tax lot election.

Rule 2: 7-Day Rule

Before an Investment Professional places an order to buy a Security for any PanAgora client portfolio that is managed by his team, he must sell that Security or related derivative Security if he has purchased it in his personal account within the

preceding seven calendar days.

COMMENTS

• This Rule applies to Investment Professionals in connection with any purchase (no matter how small) in any client account managed by her team. In particular, it should be noted that the requirements of this Rule also apply with respect to purchases in client accounts, resulting from “cash flows.” To comply with the requirements of this Rule, it is the responsibility of each Investment Professional to be aware of the placement of all orders for purchases of a Security by client accounts that are managed by her team for seven days following the purchase of that Security for her personal account.

• An Investment Professional who must sell securities to be in compliance with the 7-Day Rule must absorb any loss and disgorge to charity any profit resulting from the sale. The recipient charity will be chosen by the Code of Ethics Officer.

• This Rule is designed to avoid even the appearance of a conflict of interest between an Investment Professional and a PanAgora client. A greater burden is placed on these professionals given their positions in the organization. Transactions executed for the employee’s personal account must be conducted in a manner consistent with the Code of Ethics and in such a manner as to avoid any actual or perceived conflict of interest or any abuse of the employee’s position of trust and responsibility.

EXCEPTIONS

None.

Rule 3: Blackout Rule

No Investment Professional shall: (i) sell any Security or related derivative Security for his personal account until seven calendar days have elapsed since the most recent purchase of that Security or related derivative Security by any PanAgora client portfolio managed by his team; or (ii) purchase any Security or related derivative Security for his personal account until seven calendar days have elapsed since the most recent sale of that Security or related derivative Security from any PanAgora client portfolio managed by his team.

COMMENTS

• This Rule applies to Investment Professionals in connection with any purchase (no matter how small) in any client account managed by his team. In particular, it should be noted that the requirements of this rule also apply with respect to transactions in client accounts resulting from “cash flows”. In order to comply with the requirements of this Rule, it is the responsibility of each Investment Professional to be aware of all transactions in a Security by client accounts managed by his team that took place within the seven days preceding a transaction in that Security for his personal account.

• This Rule is designed to prevent an Investment Professional from engaging in personal investment conduct that appears to be counter to the investment strategy his team is managing on behalf of a PanAgora client.

• Trades by an Investment Professional for his personal account in the “same direction” as the PanAgora client portfolio managed by his team do not present the same danger, so long as any same direction trades do not violate other provisions of the Code or the Policy Statements.

EXCEPTIONS

None.

Rule 4: Contra Trading Rule

No Investment Professional shall, without prior approval, sell out of her personal account Securities or related derivative Securities held in any PanAgora Client portfolio that is managed by her team.

EXCEPTIONS

None, unless prior written approval is granted.

IMPLEMENTATION

A . Individuals Authorized to Give Approval . Prior to engaging in any such sale, an Investment Professional shall seek approval, in writing, of the proposed sale. In the case of a portfolio manager or analyst, prior written approval of the proposed sale shall be obtained from a director to whom he reports or, in his absence, another director. In the case of a director, prior written approval of the proposed sale shall be obtained from the Chief Investment Officer. In the case of the Chief Investment Officer, prior written approval shall be obtained from the Code of Ethics Officer. In addition to the foregoing, prior written approval must also be obtained from the Code of Ethics Officer, his designee, or, in the case of the Chief Investment Officer, prior written approval from the Chief Executive Officer.

B. Contents of Written Approval . Written approval similar to the form attached as Appendix C (or such other form as the Code of Ethics Officer shall designate) shall be used. Such written approval shall be sent by the director approving the transaction to the Code of Ethics Officer, or her designee, for her approval. Approvals obtained after a transaction has been completed or while it is in process will not satisfy the requirements of this Rule.

COMMENT

This Rule is designed to prevent an Investment Professional from engaging in personal

investment conduct that appears to be counter to the investment strategy that is being managed by her team on behalf of a PanAgora Client.

Rule 5: No Personal Benefit

No Investment Professional shall cause a PanAgora Client to take action for the Investment Professional’s own personal benefit.

EXCEPTIONS

None.

COMMENTS

• An Investment Professional who trades in particular securities for a PanAgora Client account in order to support the price of securities in his personal account, or who “front runs” a PanAgora Client order is in violation of this Rule. Investment Professionals should be aware that this Rule is not limited to personal transactions in Securities (as that word is defined in Definitions). Thus, an Investment Professional who front runs a PanAgora Client purchase or sale of obligations of the U.S. government is in violation of this Rule, although U.S. government obligations are excluded from the definition of Security.

• This Rule is not limited to instances when an Investment Professional has malicious intent. It also prohibits conduct that creates an appearance of impropriety. Investment Professionals who have questions about whether proposed conduct creates an appearance of impropriety should seek a prior written determination from the Code of Ethics Officer, using the procedures described in Section VI.

SECTION III: General Rules for All Employees

Rule 1: Compliance with All Laws, Regulations and Policies

All Employees must comply with applicable laws and regulations as well as company policies. This includes tax, anti-trust, political contribution, and international boycott laws. In addition, no PanAgora Employee may engage in fraudulent conduct of any kind.

EXCEPTIONS

None.

COMMENTS

• PanAgora may report to the appropriate legal authorities conduct by PanAgora Employees that violates this Rule.

• It should also be noted that the U.S. Foreign Corrupt Practices Act makes it a criminal offense to make a payment or offer of payment to any non-U.S. governmental official, political party, or candidate to induce that person to affect any governmental act or decision, or to assist PanAgora’s obtaining or retaining business.

Rule 2: Conflicts of Interest

No PanAgora Employee shall conduct herself in a manner, which is contrary to the interests of, or in competition with, PanAgora or a PanAgora Client, or which creates an actual or apparent conflict of interest with a PanAgora Client.

EXCEPTIONS

None.

COMMENTS

• This Rule is designed to recognize the fundamental principle that PanAgora Employees owe their chief duty and loyalty to PanAgora and PanAgora Clients.

• It is expected that a PanAgora Employee who becomes aware of an investment opportunity that she believes is suitable for a PanAgora Client who she services will present it to the appropriate portfolio manager, prior to taking advantage of the opportunity herself.

Rule 3: Gifts and Entertainment Policy

No PanAgora Employee shall accept anything of material value from any broker-dealer, financial institution, corporation or other entity, any existing or prospective supplier of goods or services with a business relationship to PanAgora, or any

company or other entity whose securities are held in or are being considered as investments for any other PanAgora Client accounts. Included are gifts, favors, preferential treatment, special arrangements, or access to special events.

COMMENTS

This Rule is intended to permit the acceptance of only proper types of customary and limited business amenities.

A PanAgora Employee may not, under any circumstances, accept anything that could create the appearance of any kind of conflict of interest. For example, acceptance of any consideration is prohibited if it would create the appearance of a reward or inducement for conducting PanAgora business either with the person providing the gift or his employer.

IMPLEMENTATION

A. Gifts . An Employee may not accept small gifts with an aggregate value of more than $100 in any year from any one source, i.e., individual, entity or firm. Any PanAgora Employee who is offered or receives an item exceeding $100 in value is prohibited by this Rule and must report the details to the Code of Ethics Officer and surrender or return the gift. Any entertainment event provided to an Employee where the host is not in attendance is treated as a gift and is subject to the $100 per year per source limit.

B. Entertainment . PanAgora’s rules are designed to permit reasonable, ordinary business entertainment, but prohibit any events, which may be perceived as extravagant or involving lavish expenditures.

1. Occasional lunches, dinners, cocktail parties, or comparable gatherings conducted for business purposes are permitted.

For example, occasional attendance at group functions sponsored by sell side firms is permitted where the function relates to investments or other business activity. Occasional attendance at these functions is not required to be counted against the limits described in paragraph (B)(2) below.

2. Other entertainment events, such as, sporting events, theater, movies, concerts, or other forms of entertainment conducted for business purposes , are permitted only under the following conditions:

(i)

The host must be present for the event.

(ii)

The location of the event must be in the metropolitan area in which the office of the Employee is located.

(iii)

Spouses or other Immediate Family Members of the Employee may not attend the entertainment event or any meals before or after the entertainment event, except that the Code of Ethics Officer may on an ad hoc basis permit an

Employee’s spouse or other Immediate Family Members to attend, with the Employee, the event or any meals before or after the event, provided that the event is geared to families or couples and the Code of Ethics Officer reports such events to the Code of Ethics Oversight Committee.

(iv)

The value of the entertainment event provided to the Employee may not exceed $200, not including the value of any meals that may be provided to the Employee before or after the event.

Acceptance of entertainment events having a market value materially exceeding the face value of the entertainment including, for example, attendance at sporting event playoff games, is prohibited. This prohibition applies even if the face value of tickets to the events is $200 or less or when the PanAgora Employee offers to pay for the tickets. If there is any ambiguity about whether to accept an entertainment event in these circumstances, please consult the Code of Ethics Officer.

(v)

The Employee may not accept entertainment events under this provision (B)(2) more than six times a year and not more than two times in any year from any single source.

(vi)

The Code of Ethics Officer may grant exceptions to these rules. For example, it may be appropriate for an Employee attending a legitimate conference in a location away from the office to attend a business entertainment event in that location. All exceptions must be approved in advance by written request to the Code of Ethics Officer.

3. Any Employee attending any entertainment event under (B)(1) or (B)(2) above must disclose a meal or entertainment in the PTA system within 20 business days of the event. Failure to report will be treated as a violation of the Code.

Planned absences, i.e., vacations, leave or business trips are not valid excuses for providing late reports. Failure to meet the deadline violates the Code’s rules. Late filers may be subject to monetary fines.

4. Meals and entertainment that are part of the regular program at an investment conference (i.e., open to all participants) are not subject to the limits of this section (B)(2) above. Meals that are part of a meeting and/or a conference do not require reporting. An Employee is required to disclose a meal outside of a business meeting or conference setting within 20 days in the PTA system.

C. Among the items that are prohibited are:

1. Any entertainment event attendance, which would reflect badly on PanAgora as a firm of the highest fiduciary and ethical standards. For example, events involving adult entertainment or gambling must be avoided.

2. Entertainment involving travel away from the metropolitan area in which the Employee is located. If, in the event an exception is granted as contemplated by (B)(2)(vi) above, payment by a third party of the cost of transportation to a location outside the Employee’s metropolitan area, lodging while in another location, and any meals not specifically approved by the Code of Ethics Officer, are prohibited;

3. Personal loans to a PanAgora Employee on terms more favorable than those generally available for others with comparable credit standing and collateral; and

4. Preferential brokerage or underwriting commissions or spreads or allocations of shares or interests in an investment for the personal account of a PanAgora Employee.

D. As with any of the provisions of the Code, a sincere belief by the Employee that he was acting in accordance with the requirements of this Rule will not satisfy his obligations under the Rule. Therefore, an Employee who is in doubt concerning the propriety of any gift or favor should seek a prior written determination from the Code of Ethics Officer, as provided in number 3 of Section VII.

E. No PanAgora Employee may solicit any gift or entertainment from any person, even if the gift or entertainment, if unsolicited, would be permitted.

F. The Rule does not prohibit Employees on business travel from using local transportation and arrangements customarily supplied by brokers or similar entities. For example, it is customary for brokers in developing markets to make local transportation arrangements. These arrangements are permitted so long as the expense of lodging and air travel are paid by PanAgora.

Rule 4: Anti-bribery/Kickback Policy

No PanAgora Employee shall pay, offer, or commit to pay any amount of consideration which might be or appear to be a bribe or kickback in connection with PanAgora’s business.

EXCEPTIONS

None.

COMMENT

Although the rule does not specifically address political contributions (which are described in Rule 5 below), PanAgora Employees should be aware that it is against corporate policy to use company assets to fund political contributions of any sort, even where such contributions may be legal. No PanAgora Employee should offer or agree to make any political contributions (including political dinners and similar fundraisers) on behalf of PanAgora, and no Employee will be reimbursed by PanAgora for such contributions made by the Employee personally.

Rule 5: Political Activities, Contributions/Solicitations and Lobbying Policy

A. Corporate Contributions. Political activities of corporations such as PanAgora are highly regulated, and corporate political contributions are prohibited. No corporate assets, funds, facilities, or personnel may be used to benefit any candidate, campaign, political party, or political committee, including contributions made in connection with fundraisers.

1. If Employees anticipate that any corporate funds or assets (such as corporate facilities or personnel) may be used in connection with any political volunteer activity, they must obtain pre-approval from the Chief Compliance Officer.

2. Employees should not seek or approve reimbursement from PanAgora for any political contribution expenses.

B. Personal Contributions. Employees have the right to make personal contributions. However, if Employees choose to participate in the political process, they must do so as individuals, not as representatives of PanAgora.

In certain limited circumstances, individual contributions may raise issues under applicable laws regulating political contributions to public officials, or candidates for official positions, who could be in a position to hire PanAgora. As a result, the following rules apply to individual contributions by Employees.

1. Prior to making any political contribution to a person or entity with whom PanAgora has a current or proposed business relationship, or who can make or influence decisions to engage PanAgora to provide services, Employees must pre-clear the proposed contribution with the Chief Compliance Officer.

2. Employees may not make contributions to candidates or elected officials for the following offices without prior written approval from the Chief Compliance Officer:

State or local offices in California, New Jersey, Ohio, or West Virginia;

State Treasurer in Connecticut or Vermont; or

Any public office in the City of Houston.

C. Government Official. Employees must obtain pre-approval from the Code of Ethics Officer prior to providing any gift (including meals, entertainment, transportation or lodging) to any government official or employee.

D. Lobbying. Federal and state law imposes limits and registration requirements on efforts by individuals and companies to influence the passage of legislation or to obtain business from governments. Accordingly, PanAgora employees should not engage in any lobbying activities without approval from PanAgora’s Chief Compliance Officer. Lobbying does not include solicitation of investment management business through the ordinary course of business, such as responding to a Request For Proposals (RFPs).

EXCEPTIONS

None.

COMMENTS

This rule prohibits solicitation on personal letterhead by PanAgora Employees except as pre-approved by the Code of Ethics Officer.

Rule 6: Confidentiality of PanAgora Business Information

No unauthorized disclosure may be made by any Employee or former Employee of any trade secrets or proprietary information of PanAgora or of any confidential information. No information regarding any PanAgora Client portfolio, actual or proposed securities trading activities of any PanAgora Client, or PanAgora research shall be disclosed outside the PanAgora organization unless doing so has a valid business purpose and is in accord with any relevant procedures established by PanAgora relating to such disclosures.

COMMENT

All information about PanAgora and PanAgora Clients is strictly confidential. PanAgora research information should not be disclosed without proper approval and never for personal gain.

Rule 7: Roles with Other Entities

No PanAgora Employee shall serve as officer, employee, director, trustee, or general partner of a corporation or entity other than PanAgora, without prior approval of the Code of Ethics Officer. Requests for a role at a publicly-traded company will be closely reviewed and permission will be granted on an ad-hoc basis. See also Section IV.

IMPLEMENTATION

A. Outside Business Affiliations. All Employees must provide a written request seeking approval from the Code of Ethics Officer if they wish to serve as an employee, officer, director, trustee or general partner of a corporation or entity other than PanAgora. The details of the outside business affiliation must be disclosed in PTA. A determination will be sent via email.

B. Upon hire, all Employees who also hold an outside position must complete an Outside Business Affiliation Disclosure in PTA.

EXCEPTION

Charitable or Non-profit Exception . This Rule shall not prevent any PanAgora Employee from serving as officer, director, or trustee of a charitable or not-for-profit institution, provided that the Employee abides by the Code and the Policy Statements with respect to

any investment activity for which she has any discretion or input as officer, director, or trustee. The pre-clearance and reporting requirements of the Code do not apply to the trading activities of such charitable or not-for-profit institutions for which an Employee serves as an officer, director, or trustee unless the Employee is responsible for day-to-day portfolio management of the account.

COMMENTS

• This Rule is designed to ensure that PanAgora cannot be deemed an affiliate of any issuer of securities by virtue of service by one of its officers or Employees as director or trustee.

• Positions with public companies are especially problematic and will normally not be approved.

• Certain charitable or not-for-profit institutions have assets (such as endowment funds or employee benefit plans) which require prudent investment. To the extent that a PanAgora Employee (because of her position as officer, director, or trustee of an outside entity) is charged with responsibility to invest such assets prudently, she may not be able to discharge that duty while simultaneously abiding by the spirit of the Code and the Policy Statements. Employees are cautioned that they should not accept service as an officer, director, or trustee of an outside charitable or not-for-profit entity where such investment responsibility is involved, without seriously considering their ability to discharge their fiduciary duties with respect to such investments.

Rule 8: Role as Trustee or Fiduciary Outside PanAgora

No PanAgora Employee shall serve as a trustee, executor, custodian, any other fiduciary, or as an investment advisor or counselor for any account outside PanAgora.

EXCEPTIONS

A. Charitable or Religious Exception . This Rule shall not prevent any PanAgora Employee from serving as fiduciary with respect to a religious or charitable trust or foundation, so long as the Employee abides by the spirit of the Code and the Policy Statements with respect to any investment activity over which he has any discretion or input. The pre-clearance and reporting requirements of the Code do not apply to the trading activities of such a religious or charitable trust or foundation unless the Employee is responsible for day-to-day portfolio management of the account.

B. Family Trust or Estate Exception. This Rule shall not prevent any PanAgora Employee from serving as fiduciary with respect to a family trust or estate, so long as the Employee abides by all of the Rules of the Code with respect to any investment activity over which he has any discretion.

COMMENT

The roles permissible under this Rule may carry with them the obligation to invest assets prudently. Once again, PanAgora Employees are cautioned that they may not be able to fulfill their duties in that respect while abiding by the Code and the Policy Statements.

Rule 9: Investment Clubs

No PanAgora Employee may be a member of any investment club.

EXCEPTIONS

None.

COMMENT

This Rule guards against the danger that a PanAgora Employee may be in violation of the Code and the Policy Statements by virtue of his Personal Securities Transactions in or through an entity that is not bound by the restrictions imposed by the Code and the Policy Statements. Please note that this restriction also applies to the spouse of a PanAgora Employee and any other Immediate Family Members of a PanAgora Employee, as their transactions are covered by the Code.

Rule 10: Business Negotiations for PanAgora

No PanAgora Employee may become involved in a personal capacity in consultations or negotiations for corporate financing, acquisitions, or other transactions for outside companies (whether or not held by any PanAgora Client), nor negotiate nor accept a fee in connection with these activities without obtaining the prior written permission of the Chief Executive Officer of PanAgora.

EXCEPTIONS

None.

Rule 11: Accurate Records

No Employee may create, alter or destroy (or participate in the creation, alteration or destruction of) any record that is intended to mislead anyone or to conceal anything that is, or is reasonably believed to be, improper. In addition, all Employees responsible for the preparation, filing, or distribution of any regulatory filings or public communications must ensure that such filings or communications are timely, complete, fair, accurate, and understandable.

EXCEPTIONS

None.

COMMENTS

• In many cases, this is not only a matter of company policy and ethical behavior but also required by law. Our books and records must accurately reflect the transactions represented and their true nature. For example, records must be accurate as to the recipient of all payments; expense items, including personal expense reports, must accurately reflect the true nature of the expense. No unrecorded fund or asset shall be established or maintained for any reason.

• All financial books and records must be prepared and maintained in accordance with Generally Accepted Accounting Principles and PanAgora’s existing accounting controls, to the extent applicable.

Rule 12: Immediate Family Members’ Conflict Policy

No Employee or Immediate Family Member of an Employee shall have any direct or indirect personal financial interests in companies that do business with PanAgora, unless such interest is disclosed to and approved by the Code of Ethics Officer.

Investment holdings in public companies which are not material to the Employee are excluded from this prohibition. The Code also provides more detailed supplemental rules to address potential conflicts of interests which may arise if Immediate Family Members of Employees are closely involved in doing business with PanAgora.

Corporate purchase of goods and services

PanAgora will not acquire goods and services from any firm in which an Immediate Family Member of an Employee serves as the sales representative in a senior management capacity or has an ownership interest in the supplier firm (excluding normal investment holdings in public companies) without permission from the Code of Ethics Officer. Any Employee who is aware of a proposal to purchase goods and services from a firm at which an Immediate Family Member of the Employee meets one of the previously mentioned conditions must notify the Code of Ethics Officer.

Portfolio Trading

PanAgora will not allocate any trades for a portfolio to any firm that employs an Immediate Family Member of an Employee as a sales representative to PanAgora (in a primary, secondary or back up role).

Rule 13: Non-PanAgora Affiliates

With respect to any Non-PanAgora Affiliate, no Employee shall:

(a) Directly or indirectly seek to influence the purchase, retention, or disposition of, or exercise of voting consent, approval or similar rights with respect to, any portfolio Security in any account or fund advised by the Non-PanAgora Affiliate and not by

PanAgora;

(b) Transmit any information regarding the purchase, retention or disposition of, or exercise of voting, consent, approval, or similar rights with respect to, any portfolio Security held in a PanAgora or Non-PanAgora Affiliate client account to any personnel of the Non-PanAgora Affiliate;

(c) Transmit any trade secrets, proprietary information, or confidential information of PanAgora to the Non-PanAgora Affiliate unless doing so has a valid business purpose and is in accord with any relevant procedures established by PanAgora relating to such disclosures;

(d) Use confidential information or trade secrets of the Non-PanAgora Affiliate for the benefit of the Employee, PanAgora, or any other Non-PanAgora Affiliate; or

(e) Breach any duty of loyalty to the Non-PanAgora Affiliate derived from the Employee’s service as a director or officer of the Non-PanAgora Affiliate.

COMMENTS

• Sections (a) and (b) of the Rule are designed to help ensure that the portfolio holdings of PanAgora Clients and clients of the Non-PanAgora Affiliate need not be aggregated for purposes of determining beneficial ownership under Section 13(d) of the Securities Exchange Act or applicable regulatory or contractual investment restrictions that incorporate such definition of beneficial ownership. Persons who serve as directors or officers of both PanAgora and a Non-PanAgora Affiliate should take care to avoid even inadvertent violations of Section (b). Section (a) does not prohibit a PanAgora Employee who serves as a director or officer of the Non-PanAgora Affiliate from seeking to influence the modification or termination of a particular investment product or strategy in a manner that is not directed at any specific securities. Sections (a) and (b) do not apply when a PanAgora affiliate serves as an advisor or sub-advisor to the Non-PanAgora Affiliate or one of its products, in which case normal PanAgora aggregation rules apply.

• As a separate entity, any Non-PanAgora Affiliate may have trade secrets or confidential information that it would not choose to share with PanAgora. This choice must be respected.

• When PanAgora Employees serve as directors or officers of a Non-PanAgora Affiliate, they are subject to common law duties of loyalty to the Non-PanAgora Affiliate, despite their PanAgora employment. In general, this means that when performing their duties as Non-PanAgora Affiliate directors or officers, they must act in the best interest of the Non-PanAgora Affiliate and its shareholders. PanAgora’s Compliance Department will assist any PanAgora Employee who is a director or officer of a Non-PanAgora Affiliate and has questions about the scope of his or her responsibilities to the Non-PanAgora Affiliate.

• Entities that are currently Non-PanAgora Affiliates within the scope of this Rule are: Nissay Asset Management Co., Ltd., L.P., and Putnam.

• Putnam and PanAgora also maintain an information barrier between the investment professionals of each organization regarding investment and trading information.

Rule 14: Computer and Network Use Policies

No Employee shall use computer hardware, software, data, Internet, electronic mail, voice mail, electronic messaging (e-mail or cc: Mail), or telephone communications systems in a manner that is inconsistent with their use as set forth in policy statements governing their use that are adopted from time to time by PanAgora. No Employee shall introduce a computer virus or computer code that may result in damage to PanAgora’s information or computer systems.

COMMENT

PanAgora’s policy statements relating to these matters are contained in the Computer and Network Use Policy section of the Employee Handbook.

EXCEPTIONS

None.

Rule 15: CFA Institute Code of Ethics

All Employees must follow and abide by the spirit of the Code of Ethics and the Standards of Professional Conduct of the CFA Institute. The texts of the CFA Institute Code of Ethics and Standards of Professional Conduct are set forth in Exhibit D.

EXCEPTIONS

None.

Rule 16: Privacy Policy

Except as provided below, no Employee may disclose to any outside organization or person any nonpublic personal information about any individual who is a current or former shareholder of any PanAgora retail or institutional fund, or current or former client of a PanAgora company. All Employees shall follow the Security procedures as established from time to time by a PanAgora company to protect the confidentiality of all client account information.

Except as PanAgora’s Compliance Department may expressly authorize, no Employee shall collect any nonpublic personal information about a prospective or current client of PanAgora or prospective or current client of a PanAgora company, other than through an account application (or corresponding information provided by the client’s financial representative) or in connection with executing client transactions, nor shall any information be collected other than the following: name, address, telephone number, Social Security number, and investment, broker, and

transaction information.

EXCEPTIONS

A. PanAgora Employees . Nonpublic personal information may be disclosed to PanAgora Employees in connection with processing transactions or maintaining accounts for shareholders of a PanAgora fund and clients of a PanAgora company, to the extent that access to such information is necessary to the performance of that Employee’s job functions.

B. Client Consent Exception . Nonpublic personal information about a client’s account may be provided to a non-PanAgora organization at the specific request of the client or with the client’s prior written consent.

C. Broker or Advisor Exception . Nonpublic personal information about a client’s account may be provided to the client’s broker of record.

D. Third-Party Service Provider Exception . Nonpublic personal information may be disclosed to a service provider that is not affiliated with a PanAgora fund or PanAgora company only when such disclosure is necessary for the service provider to perform the specific services contracted for, and only: (a) if the service provider executes PanAgora’s standard confidentiality agreement; or (b) pursuant to an agreement containing a confidentiality provision that has been approved by the Compliance Department. Examples of such service providers include proxy solicitors and proxy vote tabulators, mail services, providers of other administrative services, and Information Services Division consultants who have access to nonpublic personal information.

COMMENTS

• Nonpublic personal information is any information that personally identifies a PanAgora Client and is not derived from publicly available sources. This privacy policy applies to clients who are individuals, not institutions. However, as a general matter, all information that we receive about a PanAgora Client shall be treated as confidential. No Employee may sell or otherwise provide client lists or any other information relating to a client to any marketing organization.

• All PanAgora Employees with access to client account information must follow PanAgora’s Security procedures designed to safeguard that information from unauthorized use.

• Any questions regarding this privacy policy should be directed to PanAgora’s Compliance Department. A violation of this policy may be subject to the sanctions imposed for violations of the Code.

• Employees must report any violation of this policy or any possible breach of the confidentiality of client information (whether intentional or accidental) to the director in charge of the Employee’s business unit. Directors who are notified of such a violation or possible breach must immediately report it in writing to PanAgora’s Chief Compliance

Officer and, in the event of a breach of computerized data, PanAgora’s Director of Technology.

Rule 17: Anti-money Laundering Policy

No Employee may engage in any money laundering activity or facilitate any money-laundering activity through the use of any PanAgora account or client account. Any situations giving rise to a suspicion that attempted money laundering may be occurring in any account must be reported immediately to the managing director in charge of the Employee’s business unit. Managing directors who are notified of such a suspicion of money laundering activity must immediately report it in writing to PanAgora’s Chief Compliance Officer and Chief Financial Officer.

Rule 18: Record Retention

All Employees must comply with the record retention requirements applicable to the business unit. Employees should check with their managers or the Chief Compliance Officer to determine what record retention requirements apply to their business unit.

SECTION IV: Reporting Requirements for All Employees

Reporting of Personal Securities Transactions

Rule 1: Broker Confirmations and Statements

Each PanAgora Employee shall ensure that copies of all confirmations for securities transactions for his Personal Brokerage Accounts and brokerage account statements are sent to the PanAgora Compliance Department (Code of Ethics Administrator). (For the purpose of this Rule, Securities shall also include ETFs, futures, Broad-Based Closed-End Funds and other derivatives on broad-based market indexes excluded from the pre-clearance requirement.) Statements and confirmations are required for U.S. mutual funds sub-advised by PanAgora.

PanAgora Employees must disclose their Personal Brokerage Accounts in the PTA system and complete all required information which will facilitate the instructions to the broker.

EXCEPTION

None.

IMPLEMENTATION

A. PanAgora Employees must instruct their broker-dealers to send duplicate statements and confirmations with respect to their Personal Brokerage Accounts to PanAgora and must follow up with the broker-dealer on a reasonable basis to ensure that the instructions are being followed. For brokerage accounts, PanAgora Employees should contact the Code of Ethics Administrator to obtain a letter from PanAgora authorizing the setting up of a Personal Brokerage Account. Note: If an Employee has accurately reported his accounts in the PTA, and informed Compliance of opening any new accounts, the Code of Ethics Administrator or its delegate will manage the duplicate statement and confirmation process with no further action needed from the Employee.

B. Statements and confirmations should be submitted to the Code of Ethics Administrator.

C. Failure of a broker-dealer to comply with the instructions of a PanAgora Employee to send confirmations shall be a violation by the PanAgora Employee of this Rule. Similarly, failure by an Employee to report the existence of a Personal Brokerage Account (and, if the account is opened after joining PanAgora, failure to obtain proper authorization to establish the account) shall be a violation of this Rule.

D. Statements and confirmations must also be sent for Immediate Family Members of an Employee, including statements received with respect to such Immediate Family Member’s 401(k) plan at another employer.

COMMENTS

• Transactions for Personal Brokerage Accounts are defined broadly to include more than transactions in accounts under an Employee’s own name. See Definitions.

• Statements and confirmations are required for all Personal Securities Transactions, whether or not exempted or excepted by this Code.

• To the extent that a PanAgora Employee has investment authority over securities transactions of a family trust or estate, confirmations of those transactions must also be made, unless the Employee has received a prior written exception from the Code of Ethics Officer.

Rule 2: Access Persons – Quarterly Transaction Report

Every Access Person shall file a quarterly report, within fifteen calendar days of the end of each quarter, recording all purchases and sales of any securities in the Access Person’s personal securities accounts as defined in the Definitions. (For the purpose of this Rule, reportable “Securities” also includes ETFs, Broad-Based Closed-End Funds, futures, and any option on a Security or securities index, including broad-based market indexes excluded from the pre-clearance requirement and also includes transactions in U.S. mutual funds sub-advised by PanAgora.)

EXCEPTIONS

None.

IMPLEMENTATION

All Employees required to file such a report will receive by e-mail a notice to complete the appropriate certifications through PTA. The report shall contain a representation that employees have complied fully with all provisions of the Code of Ethics.

The date for each transaction required to be disclosed in the quarterly report is the trade date for the transaction, not the settlement date.

Planned absences, i.e., vacations, leaves (other than certain medical leaves), or business trips, are not valid excuses for providing late reports. Failure to meet the deadline violates the Code’s rules and sanctions may be imposed.

COMMENTS

• If the requirement to file a quarterly report applies to you and you fail to report within the required 15-day period, salary increases and bonuses may be reduced in accordance with guidelines stated in the form . It is the responsibility of the Employee to request an early report if he has knowledge of a planned absence, i.e., vacation or business trip.

Reporting of Personal Securities Holdings

Rule 3: Access Persons – Initial/Annual Holdings Report

Access Persons must disclose all personal securities holdings, including all holdings in Personal Brokerage Accounts, to the Code of Ethics Officer upon commencement of employment within ten calendar days of hire and thereafter on an annual basis. This requirement is mandated by SEC regulations and is designed to facilitate the monitoring of Personal Securities Transactions. The Code of Ethics Administrator will provide Access Persons with instructions regarding the submission and certification of these reports in PTA.

Rule 4: Certifications

All Employees are required to submit a certification in PTA annually attesting to compliance with all of the conditions of the Code.

Rule 5: Outside Business Affiliation

The details of an outside business affiliation must be disclosed in PTA under Certifications/Disclosures/Outside Business Affiliations (see Section III, Rule 7).

Rule 6: Reporting of Irregular Activity

If a PanAgora Employee suspects that fraudulent, illegal, or other irregular activity (including violations of the Code) might be occurring at PanAgora, the activity should be reported immediately to the managing director in charge of that Employee’s business unit. Managing directors who are notified of any such activity must immediately report it in writing to PanAgora’s Chief Financial Officer and PanAgora’s Chief Compliance Officer.

An Employee who does not feel comfortable reporting this activity to the relevant managing director may instead contact the Chief Compliance Officer, the Putnam Ethics hotline at 1-888-475-4210, or Putnam’s Ombudsman.

Rule 7: Ombudsman

Putnam has established a formal Office of the Ombudsman as an additional mechanism for an Employee to report an impropriety or conduct that is not in line with the company’s value system. The Ombudsman is a person who is authorized to receive complaints or questions confidentially about alleged acts, omissions, improprieties, and broader systemic problems within the organization. The Ombudsman is available on an anonymous basis by calling 1-866-ombuds7 (866-662-8377) or by calling 1-617-760-8897.

SECTION V: Education Requirements

Every PanAgora Employee has an obligation to fully understand the requirements of the Code. The Rules set forth below are designed to enhance this understanding.

Rule 1: Distribution of Code

A copy of the Code will be distributed to every PanAgora Employee periodically. All Access Persons will be required to certify annually that they have read, understood, and will comply with the provisions of the Code, including the Code’s Policy Statement Concerning Insider Trading Prohibitions.

Rule 2: Annual Training Requirement

Every Employee will annually be required to complete training on the Code.

SECTION VI: Compliance and Appeal Procedures

A. Restricted List

No Employee may engage in a Personal Securities Transaction without prior clearance.

B. Consultation of Restricted List

It is the responsibility of each Employee to pre-clear through PTA or consult with the Code of Ethics Administrator prior to engaging in a Personal Securities Transaction, to determine if the Security he proposes to trade is on the Restricted List and, if so, whether it is subject to the Large-/Mid-Cap Exemption.

C. Request for Determination

An Employee who has a question concerning the applicability of the Code to a particular situation shall request a determination from the Code of Ethics Officer before engaging in the conduct or Personal Securities Transaction about which he has a question.

If the question pertains to a Personal Securities Transaction, the request shall state for whose account the transaction is proposed, the relationship of that account to the Employee, the Security proposed to be traded, the proposed price and quantity, the entity with whom the transaction will take place (if known), and any other information or circumstances of the trade that could have a bearing on the Code of Ethics Officer’s determination. If the question pertains to other conduct, the request for determination shall give sufficient information about the proposed conduct to assist the Code of Ethics Officer in ascertaining the applicability of the Code. In every instance, the Code of Ethics Officer may request additional information, and may decline to render a determination if the information provided is insufficient.

The Code of Ethics Officer shall make every effort to render a determination promptly.

No perceived ambiguity in the Code shall excuse any violation. Any person who believes the Code to be ambiguous in a particular situation shall request a determination from the Code of Ethics Officer.

D. Request for Ad Hoc Exemption

Any Employee who wishes to obtain an ad hoc exemption under Section I.D., Rule 2, shall request from the Code of Ethics Officer an exemption in writing in advance of the conduct or transaction sought to be exempted. In the case of a Personal Securities Transaction, the request for an ad hoc exemption shall give the same information about the transaction required in a request for determination under number 3 of this section, and shall state why the proposed Personal Securities Transaction would be unlikely to affect a highly institutional market, or is unrelated economically to securities to be purchased, sold, or held by any PanAgora Client. In the case of other conduct, the request shall give information sufficient for the Code of Ethics Officer to ascertain whether the conduct

raises questions of propriety or conflict of interest (real or apparent).

The Code of Ethics Officer shall make reasonable efforts to promptly render a written determination concerning the request for an ad hoc exemption.

E. Appeal to Code of Ethics Officer with Respect to Restricted List

If an Employee ascertains that a Security that he wishes to trade for his personal account appears on the Restricted List, and thus the transaction is prohibited, he may appeal the prohibition to the Code of Ethics Officer by submitting a written memorandum containing the same information as would be required in a request for a determination. The Code of Ethics Officer shall make every effort to respond to the appeal promptly.

F. Information Concerning Identity of Compliance Personnel

The names of Code personnel are available by contacting the Compliance Department and will be published on PAMZone.

Section VII: Sanctions

Sanctions Guidelines

The Code of Ethics Oversight Committee is responsible for setting sanctions policies for violating the Code. The Committee has adopted the following minimum monetary sanctions for violations of the Code. These sanctions apply even if the exception results from inadvertence rather than intentional misbehavior. The Code of Ethics Officer is authorized to impose the minimum sanction on Employees without further Committee action. However, the sanctions noted below are only minimums and the Committee reserves the right to impose additional sanctions such as higher monetary sanctions, trading bans, suspension or termination of employment as it determines to be appropriate.

A. The minimum sanction for a violation of the following Rules is disgorgement of any profits or payment of avoided losses and the following payments:

Section IA, Rule 1 (Pre-clearance and Restricted List)

Section IB, Rule 1 (Short-selling)

Section IB, Rule 2 (IPOs)

Section IB, Rule 3 (Private Placements)

Section IB, Rule 4 (Trading with Inside Information)

Section II, Rule 2 (7-Day Rule)

Section II, Rule 3 (Blackout Rule)

Section II, Rule 4, (Contra Trading Rule)

Section II, Rule 5 (Trading for personal benefit)

	Director/Officer	PM	Non-Investment Professional
1 st violation	$500	$250	$50
2 nd	$1,000	$500	$100
3 rd	Minimum monetary sanction as above with ban on all new personal individual investments

B. The minimum sanction for violations of all other rules in the Code is as follows:

	Director/Officer	PM	Non-Investment Professional
1 st violation	$100	$50	$25
2 nd	$200	$100	$50
3 rd	Minimum monetary sanction as above with ban on all new personal individual investments

The reference period for determining whether a violation is initial or subsequent will be five years.

NOTE

These are the sanction guidelines for successive failures to pre-clear personal trades within a two-year period. The Code of Ethics Oversight Committee retains the right to increase or decrease the sanction for a particular violation in light of the circumstances. The Committee’s belief that an Employee has violated the Code intentionally may result in more severe sanctions than outlined in the guidelines above. The sanctions described in paragraph B apply to Restricted List securities that are stocks not entitled to the Large-/Mid-Cap Exemption.

APPENDIX A: Policy Statement Concerning Insider Trading Prohibitions

PREAMBLE

PanAgora has always forbidden trading on material nonpublic information (inside information) by its Employees. Tough federal laws make it important for PanAgora to state that prohibition in the strongest possible terms, and to establish, maintain, and enforce written policies and procedures to prevent the misuse of material nonpublic information.

Unlawful trading while in possession of inside information can be a crime. Federal law provides that an individual convicted of trading on inside information may go to jail for a period of time. There is also significant monetary liability for an inside trader; the SEC can seek a court order requiring a violator to pay back profits, as well as penalties substantially greater than those profits. In addition private plaintiffs can seek recovery for harm suffered by them. The inside trader is not the only one subject to liability. In certain cases, controlling persons of inside traders (including supervisors of inside traders or PanAgora itself) can be liable for large penalties.

Section I of this Policy Statement contains rules concerning inside information. Section II contains a discussion of what constitutes unlawful insider trading.

Neither material nonpublic information nor unlawful insider trading is easy to define. Section II of this Policy Statement gives a general overview of the law in this area. However, the legal issues are complex and must be resolved by the Code of Ethics Officer. If an Employee has any doubt as to whether she has received material nonpublic information, she must consult with the Code of Ethics Officer prior to using that information in connection with the Purchase or Sale of a Security for his own account or the account of any PanAgora Client, or communicating the information to others. A simple rule of thumb is if you think the information is not available to the public at large, do not disclose it to others and do not trade securities to which the inside information relates.

An Employee aware of or in possession of inside information must report it immediately to the Code of Ethics Officer. If an Employee has failed to consult the Code of Ethics Officer, PanAgora will not excuse Employee misuse of inside information on the ground that the Employee claims to have been confused about this Policy Statement or the nature of the information in his possession.

If PanAgora determines, in its sole discretion, that an Employee has failed to abide by this Policy Statement, or has engaged in conduct that raises a significant question concerning insider trading, he will be subject to disciplinary action, including termination of employment.

There are no exceptions to this policy statement and no one is exempt .

APPENDIX A

DEFINITIONS: Insider Trading

Gender references in Appendix A alternate.

Code of Ethics Administrator

The individual designated by the Code of Ethics Officer to assume responsibility for day-to-day, non-discretionary administration of this Policy Statement.

Code of Ethics Officer

The PanAgora officer who has been assigned the responsibility of enforcing and interpreting this Policy Statement. The Code of Ethics Officer shall be the Chief Compliance Officer or such other person as is designated by the Chief Executive Officer of PanAgora. If he or she is unavailable, the Deputy Code of Ethics Officer (to be appointed by the Code of Ethics Officer) shall act in his or her stead. The Code of Ethics Officer is Louis Iglesias. The Deputy Code of Ethics Officer is Robin Kelly.

Immediate Family Members

Spouse, domestic partner, minor children or other relatives living in the same household as the PanAgora Employee.

Purchase or Sale of a Security

Any acquisition or transfer of any interest in the Security for direct or indirect consideration, including the writing of an option.

PanAgora

Any or all of PanAgora, and its subsidiaries, any one of which shall be a PanAgora company.

PanAgora Client

Any of the PanAgora Clients.

PanAgora Employee (or Employee)

Any employee of PanAgora.

Security

Anything defined as a Security under federal law. The term includes any type of equity or debt Security, any interest in a business trust or partnership, and any rights relating to a

Security, such as put and call options, warrants, convertible securities, and securities indexes. (Note: The definition of Security in this Policy Statement varies significantly from that in the Code of Ethics. For example, the definition in this Policy Statement specifically includes all securities of any type.)

Transaction for a Personal Account (or Personal Securities Transaction)

Securities transactions: (a) for the Personal Account of any Employee; (b) for the account of an Immediate Family Member of any Employee; (c) for the account of a partnership in which a PanAgora Employee or Immediate Family Member of the Employee is a partner with investment discretion; (d) for the account of a trust in which a PanAgora Employee or Immediate Family Member of the Employee is a trustee with investment discretion; (e) for the account of a closely-held corporation in which a PanAgora Employee or Immediate Family Member of the Employee holds shares and for which he has investment discretion; and (f ) for any account other than a PanAgora Client account that receives investment advice of any sort from the Employee or Immediate Family Member of the Employee, or as to which the Employee or Immediate Family Member of the Employee has investment discretion.

APPENDIX A

SECTION I: Rules Concerning Inside Information

Rule 1: Inside Information

No PanAgora Employee shall purchase or sell any Security listed on the Inside Information List (the Red List) either for his personal account or for a PanAgora Client.

IMPLEMENTATION

When an employee seeks clearance in the PTA system for a Personal Securities Transaction, the Code of Ethics Administrator will deny approval for any security on the Red List.

COMMENT

This Rule is designed to prohibit any employee from trading a Security while PanAgora may have inside information concerning that Security or the issuer. Every trade, whether for a personal account or for a PanAgora Client, is subject to this Rule.

Rule 2: Material, Non-Public Information

No PanAgora Employee shall purchase or sell any Security, either for a personal account or for the account of a PanAgora Client, while in possession of material, nonpublic information concerning that Security or the issuer, without the prior written approval of the Code of Ethics Officer.

IMPLEMENTATION

In order to obtain prior written approval of the Code of Ethics Officer, a PanAgora Employee should follow the reporting steps prescribed in Rule 3.

COMMENTS

• Rule 1 concerns the conduct of an employee when PanAgora possesses material nonpublic information. Rule 2 concerns the conduct of an employee who herself possesses material, nonpublic information about a Security that is not yet on the Red List.

• If an employee has any question as to whether information she possesses is material and/or nonpublic information, she must contact the Code of Ethics Officer in accordance with Rule 3 prior to purchasing or selling any Security related to the information or communicating the information to others. The Code of Ethics Officer shall have the sole authority to determine what constitutes material, nonpublic information for the purposes of this Policy Statement.

Rule 3: Reporting of Material, Non-Public Information

Any PanAgora Employee who believes he is aware of or has received material, nonpublic information concerning a Security or the issuer shall immediately report the information to the Code of Ethics Officer, the Deputy Code of Ethics Officer or, in their absence, Chief Operating Officer and to no one else. After reporting the information, the PanAgora Employee shall comply strictly with Rule 2 by not trading in the Security without the prior written approval of the Code of Ethics Officer and shall: (a) take precautions to ensure the continued confidentiality of the information; and (b) refrain from communicating the information in question to any person.

IMPLEMENTATION

A. In order to make any use of potential material, nonpublic information, including purchasing or selling a Security or communicating the information to others, an employee must communicate that information to the Code of Ethics Officer in a way designed to prevent the spread of such information. Once the employee has reported potential material, nonpublic information to the Code of Ethics Officer, the Code of Ethics Officer will evaluate whether information constitutes material, nonpublic information, and whether a duty exists that makes use of such information improper. If the Code of Ethics Officer determines either (a) that the information is not material or is public, or (b) that use of the information is proper, he will issue a written approval to the employee specifically authorizing trading while in possession of the information, if the employee so requests. If the Code of Ethics Officer determines (a) that the information may be nonpublic and material, and (b) that use of such information may be improper, he will place the Security that is the subject of such information on the Red List.

B. An employee who reports potential inside information to the Code of Ethics Officer should expect that the Code of Ethics Officer will need significant information (and time to gather such information) to make the evaluation described in the foregoing paragraph, including information about (a) the manner in which the employee acquired the information, and (b) the identity of individuals to whom the employee has revealed the information, or who have otherwise learned the information. In appropriate situations, the Code of Ethics Officer will normally place the affected Security or securities on the Red List pending the completion of his evaluation.

C. If an employee possesses documents, disks, or other materials containing the potential inside information, an employee must take precautions to ensure the confidentiality of the information in question. Those precautions include (a) putting documents containing such information out of the view of a casual observer, and (b) securing files containing such documents or ensuring that computer files reflecting such information are secure from

viewing by others.

D. The PTA system will automatically reject requests to pre-clear a purchase or sale of securities of any of the following Putnam affiliates: Great-West Lifeco Inc., Power

Financial Corporation, Power Corporation of Canada, and IGM Financial Inc. Any employee wishing to place a trade in one of these companies’ securities must contact the Code of Ethics Officer or the Deputy Code of Ethics Officer to request manual approval of the pre-clearance request. An employee requesting such approval must certify that he or she is not in possession of any material non-public information regarding the company in which he or she is seeking to place a trade. The decision whether or not to grant the pre-clearance request is in the sole discretion of the Code of Ethics Officer and the Deputy Code of Ethics Officer. The Code of Ethics Officer and Deputy Code of Ethics Officer will reject any such request for pre-clearance made by members of Putnam’s Executive Board and certain members of the Chief Financial Officer’s staff from the end of each calendar quarter to the date of announcement of Great-West Lifeco Inc.’s earnings for such quarter.

APPENDIX A

SECTION II: Overview of Insider Trading

Introduction

This section of the Policy Statement provides guidelines for employees as to what may constitute inside information. It is possible that in the course of her employment, an employee may receive inside information. No employee should misuse that information, either by trading for her own account or by communicating the information to others.

What constitutes unlawful insider trading?

The basic definition of unlawful insider trading is trading on material, nonpublic information (also called inside information) by an individual who has a duty not to take advantage of the information. The following sections help explain the definition.

What is material information?

Trading on inside information is not a basis for liability unless the information is material. Information is material if a reasonable person would attach importance to the information in determining his course of action with respect to a Security. Information that is reasonably likely to affect the price of a company’s securities is material, but effect on price is not the sole criterion for determining materiality. Information that employees should consider material includes but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, reorganization, recapitalization, asset sales, plans to commence a tender offer, merger or acquisition proposals or agreements, major litigation, liquidity problems, significant contracts, and

extraordinary management developments.

Material information does not have to relate to a company’s business. For example, a court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a Security. In that case, a reporter for The Wall Street Journal was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal ’s “Heard on the

Street” column and whether those reports would be favorable or not.

What is nonpublic information?

Information is nonpublic until it has been effectively communicated to, and sufficient opportunity has existed for it to be absorbed by, the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal , or other publications of general circulation would be considered public.

Who has a duty not to “take advantage” of inside information?

Unlawful insider trading occurs only if there is a duty not to take advantage of material nonpublic information. When there is no such duty, it is permissible to trade while in possession of such information. Questions as to whether a duty exists are complex, fact-specific, and must be answered by a lawyer. If you have any doubt, err on the side of caution.

Insiders and Temporary Insiders

Corporate insiders have a duty not to take advantage of inside information. The concept of insider is broad. It includes officers, directors, and employees of a corporation. In addition, a person can be a temporary insider if she enters into a special confidential relationship with a corporation and as a result is given access to information concerning the corporation’s affairs. A temporary insider can include, among others, accounting firms, consulting firms, law firms, banks, and the employees of such organizations. PanAgora would generally be a temporary insider of a corporation it advises or for which it performs other services, because typically PanAgora Clients expect PanAgora to keep any information disclosed to it confidential.

EXAMPLE

An investment advisor to the pension fund of a large publicly-traded corporation, Acme, Inc., learns from an Acme employee that Acme will not be making the minimum required annual contribution to the pension fund because of a serious downturn in Acme’s financial situation. The information conveyed is material and nonpublic.

COMMENT

Neither the investment advisor or its employees, nor its clients can trade on the basis of that information, because the investment advisor and its employees could be considered “temporary insiders” of Acme.

Misappropriators

Certain people who are not insiders (or temporary insiders) also have a duty not to deceptively take advantage of inside information. Included in this category is an individual who misappropriates (or takes for his own use) material, nonpublic information in violation of a duty owed either to the corporation that is the subject of inside information or some other entity. Such a misappropriator can be held liable if he trades while in possession of that material, nonpublic information.

EXAMPLE

The Chief Investment Officer of Acme, Inc., is aware of Acme’s plans to engage in a hostile takeover of Profit, Inc. The proposed hostile takeover is material and nonpublic.

COMMENT

The Chief Investment Officer of Acme cannot trade in Profit, Inc.’s stock for his own account. Even though he owes no duty to Profit, Inc., or its shareholders, he owes a duty to Acme not to take advantage of the information about the proposed hostile takeover by using it for his personal benefit.

Tippers and Tippees

A person (the tippee) who receives material, nonpublic information from an insider or misappropriator (the tipper) has a duty not to trade while in possession of that information if he knew or should have known that the information was provided by the tipper for an improper purpose and in breach of a duty owed by the tipper. In this context, it is an improper purpose for a person to provide such information for personal benefit, such as money, affection, or friendship.

EXAMPLE

The Chief Executive Officer of Acme, Inc., tells his daughter that negotiations concerning a previously announced acquisition of Acme have been terminated. This news is material and, at the time the father tells his daughter, nonpublic. The daughter sells her shares of Acme.

COMMENT

The father is a tipper because he has a duty to Acme and its shareholders not to take advantage of the information concerning the breakdown of negotiations, and he has conveyed the information for an improper purpose (here, out of love and affection for his daughter). The daughter is a tippee and is liable for trading on inside information because she knew or should have known that her father was conveying the information to her for his personal benefit, and that her father had a duty not to take advantage of Acme information.

A person can be a tippee even if he did not learn the information directly from the tipper, but learned it from a previous tippee.

EXAMPLE

An employee of a law firm which works on mergers and acquisitions learns at work about impending acquisitions. She tells her friend and her friend’s stockbroker about the upcoming acquisitions on a regular basis. The stockbroker tells the brother of a client on a regular basis, who in turn tells two friends, A and B. A and B buy shares of the companies being acquired before public announcement of the acquisition, and regularly profit from such purchases. A and B do not know the employee of the law firm. They do not, however, ask about the source of the information.

COMMENT

A and B, although they have never heard of the tipper, are tippees because they did not ask about the source of the information, even though they were experienced investors, and were aware that the “tips” they received from this particular source were always right.

Who can be liable for insider trading?

The categories of individuals discussed above (insiders, temporary insiders, misappropriators, or tippees) can be liable if they trade while in possession of material nonpublic information.

In addition, individuals other than those who actually trade on inside information can be liable for trades of others. A tipper can be liable if (a) he provided the information in exchange for a personal benefit in breach of a duty, and (b) the recipient of the information (the tippee) traded while in possession of the information.

Most importantly, a controlling person can be liable if the controlling person knew or recklessly disregarded the fact that the controlled person was likely to engage in misuse of inside information and failed to take appropriate steps to prevent it. PanAgora is a controlling person of its employees. In addition, certain supervisors may be controlling persons of those employees they supervise.

EXAMPLE

A supervisor of an analyst learns that the analyst has, over a long period of time, secretly received material inside information from Acme, Inc.’s Chief Investment Officer. The supervisor learns that the analyst has engaged in a number of trades for his personal account on the basis of the inside information. The supervisor takes no action.

COMMENT

Even if he is not liable to a private plaintiff, the supervisor can be liable to the SEC for a civil penalty of up to three times the amount of the analyst’s profit. (Penalties are discussed in the following section.)

Penalties for insider trading

Penalties for misuse of inside information are severe, both for individuals involved in such unlawful conduct and their employers. A person who violates the insider trading laws can be subject to some or all of the types of penalties below, even if he does not personally benefit from the violation. Penalties include:

• Jail sentences, criminal monetary penalties.

• Injunctions permanently preventing an individual from working in the securities industry.

• Injunctions ordering an individual to pay over profits obtained from unlawful insider trading.

• Civil penalties substantially greater than the profit gained or loss avoided by the trader, even if the individual paying the penalty did not trade or did not benefit personally.

• Civil penalties for the employer or other controlling person.

• Damages in the amount of actual losses suffered by other participants in the market for the Security at issue.

Regardless of whether penalties or money damages are sought by others, PanAgora will take whatever action it deems appropriate (including dismissal) if PanAgora determines, in its sole discretion, that an employee appears to have committed any violation of this Policy Statement, or to have engaged in any conduct which raises significant questions about whether an insider trading violation has occurred.

APPENDIX B: Policy Statement Regarding Employee Trades in Shares of PanAgora Closed-End Funds

[Note: PanAgora does not currently manage any Closed-End Funds.]

Pre-clearance for all employees

Any purchase or sale of PanAgora Closed-End Fund shares by a PanAgora Employee must be pre-cleared by the Code of Ethics Officer or, in his absence, the Deputy Code of Ethics Officer. A list of the Closed-End Funds can be obtained from the Code of Ethics Administrator. The automated pre-clearance system is not available for PanAgora Closed-End Fund clearance. Trading in shares of Closed-End Funds is subject to all the rules of the Code. Contact the Code of Ethics Administrator with these pre-clearance requests.

Special Rules Applicable to Managing Directors of PanAgora Asset

Management, Inc. and officers of the PanAgora Funds.

Please be aware that any employee who is a director of PanAgora and officers of PanAgora will not receive clearance to engage in any combination of purchase and sale or sale and purchase of the shares of a given Closed-End Fund within six months of each other. Therefore, purchases should be made only if you intend to hold the shares more than six months; no sales of fund shares should be made if you intend to purchase additional shares of that same fund within six months.

You are also required to file certain forms with the SEC in connection with purchases and sales of PanAgora Closed-End Funds. Please contact the Code of Ethics Officer Administrator for further information.

Reporting by all employees

As with any Purchase or Sale of a Security, duplicate confirmations of all such purchases and sales must be forwarded to the Code of Ethics Officer by the broker-dealer utilized by an employee. If you are required to file a quarterly report of all Personal Securities Transactions, this report should include all purchases and sales of Closed-End Fund shares .

Certain forms are also required to be filed with the SEC in connection with purchases and sales of PanAgora Closed-End Funds. You will be notified by the Code of Ethics Administrator if this applies to you. Please contact the Code of Ethics Officer or Deputy Code of Ethics Officer if there are any questions regarding these matters.

APPENDIX C: Contra-Trading Rule Sample Clearance Form

To: Code of Ethics Officer

From: __________________________________________________________________

Date: ___________________________________________________________________

Re: Personal Securities Transaction of ________________________________________

This serves as prior written approval of the Personal Securities Transaction described below:

Name of Investment Professional contemplating personal trade: ____________________

Security to be traded: ______________________________________________________

Fund(s) holding securities: __________________________________________________

Director approval: ________________________________ Date:___________________

Compliance approval: ________________________ Date: ___________________

APPENDIX D: CFA Institute Code of Ethics and Standards of Professional Conduct

Preamble

The CFA Institute Code of Ethics and Standards of Professional Conduct (Code and Standards) are fundamental to the values of CFA Institute and essential to achieving its mission to lead the investment profession globally by setting high standards of education, integrity, and professional excellence. High ethical standards are critical to maintaining the public’s trust in financial markets and in the investment profession. Since their creation in the 1960s, the Code and Standards have promoted the integrity of CFA Institute members and served as a model for measuring the ethics of investment professionals globally, regardless of job function, cultural differences, or local laws and regulations. All CFA Institute members (including holders of the Chartered Financial Analyst® (CFA®) designation) and CFA candidates must abide by the Code and Standards and are encouraged to notify their employer of this responsibility. Violations may result in disciplinary sanctions by CFA Institute. Sanctions can include revocation of membership, candidacy in the CFA Program, and the right to use the CFA designation.

The Code of Ethics

Members of CFA Institute (including Chartered Financial Analyst® [CFA®] charterholders) and candidates for the CFA designation (“Members and Candidates”) must:

• Act with integrity, competence, diligence, respect, and in an ethical manner with the public, clients, prospective clients, employers, employees, colleagues in the investment profession, and other participants in the global capital markets.

• Place the integrity of the investment profession and the interests of clients above their own personal interests.

• Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities.

• Practice and encourage others to practice in a professional and ethical manner that will reflect credit on ourselves and the profession.

• Promote the integrity of, and uphold the rules governing, capital markets.

• Maintain and improve their professional competence and strive to maintain and improve the competence of other investment professionals.

Standards of Professional Conduct

I. PROFESSIONALISM

A. Knowledge of the Law. Members and Candidates must understand and comply with all applicable laws, rules, and regulations (including the CFA Institute Code of Ethics and Standards of Professional Conduct) of any government, regulatory organization, licensing agency, or professional association governing their professional activities. In the event of conflict, Members and Candidates must comply with the more strict law, rule, or regulation. Members and Candidates must not knowingly participate or assist in and must dissociate from any violation of such laws, rules, or regulations.

B. Independence and Objectivity. Members and Candidates must use reasonable care and judgment to achieve and maintain independence and objectivity in their professional activities. Members and Candidates must not offer, solicit, or accept any gift, benefit, compensation, or consideration that reasonably could be expected to compromise their own or another’s independence and objectivity.

C. Misrepresentation. Members and Candidates must not knowingly make any misrepresentations relating to investment analysis, recommendations, actions, or other professional activities.

D. Misconduct. Members and Candidates must not engage in any professional conduct involving dishonesty, fraud, or deceit or commit any act that reflects adversely on their professional reputation, integrity, or competence.

II. INTEGRITY OF CAPITAL MARKETS

A. Material Nonpublic Information. Members and Candidates who possess material nonpublic information that could affect the value of an investment must not act or cause others to act on the information.

B. Market Manipulation. Members and Candidates must not engage in practices that distort prices or artificially inflate trading volume with the intent to mislead market participants.

III. DUTIES TO CLIENTS

A. Loyalty, Prudence, and Care. Members and Candidates have a duty of loyalty to their clients and must act with reasonable care and exercise prudent judgment. Members and Candidates must act for the benefit of their clients and place their clients’ interests

before their employer’s or their own interests. In relationships with clients, Members and Candidates must determine applicable fiduciary duty and must comply with such duty to persons and interests to whom it is owed.

B. Fair Dealing. Members and Candidates must deal fairly and objectively with all clients when providing investment analysis, making investment recommendations, taking investment action, or engaging in other professional activities.

C. Suitability.

1. When Members and Candidates are in an advisory relationship with a client, they must:

a. Make a reasonable inquiry into a client’s or prospective clients’ investment experience, risk and return objectives, and financial constraints prior to making any investment recommendation or taking investment action and must reassess and update this information regularly.

b. Determine that an investment is suitable to the client’s financial situation and consistent with the client’s written objectives, mandates, and constraints before making an investment recommendation or taking investment action.

c. Judge the suitability of investments in the context of the client’s total portfolio.

2. When Members and Candidates are responsible for managing a portfolio to a specific mandate, strategy, or style, they must only make investment recommendations or take investment actions that are consistent with the stated objectives and constraints of the portfolio.

D. Performance Presentation. When communicating investment performance information, Members or Candidates must make reasonable efforts to ensure that it is fair, accurate, and complete.

E. Preservation of Confidentiality. Members and Candidates must keep information about current, former, and prospective clients confidential unless:

1. The information concerns illegal activities on the part of the client or prospective client.

2. Disclosure is required by law.

3. The client or prospective client permits disclosure of the information.

IV. DUTIES TO EMPLOYERS

A. Loyalty. In matters related to their employment, Members and Candidates must act for the benefit of their employer and not deprive their employer of the advantage of their skills and abilities, divulge confidential information, or otherwise cause harm to their employer.

B. Additional Compensation Arrangements. Members and Candidates must not accept gifts, benefits, compensation, or consideration that competes with, or might reasonably be expected to create a conflict of interest with, their employer’s interest unless they obtain written consent from all parties involved.

C. Responsibilities of Supervisors. Members and Candidates must make reasonable efforts to detect and prevent violations of applicable laws, rules, regulations, and the Code and Standards by anyone subject to their supervision or authority.

V. INVESTMENT ANALYSIS, RECOMMENDATIONS, AND ACTION

A. Diligence and Reasonable Basis. Members and Candidates must:

1. Exercise diligence, independence, and thoroughness in analyzing investments, making investment recommendations, and taking investment actions.

2. Have a reasonable and adequate basis, supported by appropriate research and investigation, for any investment analysis, recommendation, or action.

B. Communication with Clients and Prospective Clients.

Members and Candidates must:

1. Disclose to clients and prospective clients the basic format and general principles of the investment processes used to analyze investments, select securities, and construct portfolios and must promptly disclose any changes that might materially affect those processes.

2. Use reasonable judgment in identifying which factors are important to their investment analyses, recommendations, or actions and include those factors in communications with clients and prospective clients.

3. Distinguish between fact and opinion in the presentation of investment analysis and recommendations.

C. Record Retention. Members and Candidates must develop and maintain appropriate records to support their investment analysis, recommendations, actions, and other investment-related communications with clients and prospective clients.

VI. CONFLICTS OF INTEREST

A. Disclosure of Conflicts. Members and Candidates must make full and fair disclosure of all matters that could reasonably be expected to impair their independence and objectivity or interfere with respective duties to their clients, prospective clients, and

employer. Members and Candidates must ensure that such disclosures are prominent, are delivered in plain language, and communicate the relevant information effectively.

B. Priority of Transactions. Investment transactions for clients and employers must have priority over investment transactions in which a Member or Candidate is the beneficial owner.

C. Referral Fees. Members and Candidates must disclose to their employer, clients, and prospective clients, as appropriate, any compensation, consideration, or benefit received from, or paid to, others for the recommendation of products or services.

VII. RESPONSIBILITIES AS A CFA INSTITUTE MEMBER OR CFA CANDIDATE

A. Conduct as Members and Candidates in the CFA Program. Members and Candidates must not engage in any conduct that compromises the reputation or integrity of CFA Institute or the CFA designation or the integrity, validity, or security of the CFA examinations.

B. Reference to CFA Institute, the CFA designation, and the CFA Program. When referring to CFA Institute, CFA Institute membership, the CFA designation, or candidacy in the CFA Program, Members and Candidates must not misrepresent or exaggerate the meaning or implications of membership in CFA Institute, holding the CFA designation, or candidacy in the CFA Program.

POLARIS CAPITAL MANAGEMENT, LLC

Code of Ethics

I. Introduction

II. Statement of General Principles

In making personal investment decisions with respect to any security, however, extreme care must be exercised by access persons to insure that the prohibitions of this Code of Ethics are not violated. Further, personal investing by an access person should be conducted in such a manner so as to eliminate the possibility that the access person’s time and attention is being devoted to his or her personal investments at the expense of time and attention that should be devoted to management of a client’s portfolio.

III. Legal Requirements

(i)

to employ any device, scheme or artifice to defraud a client, which is an investment company;

(ii)

(iii)

to engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon a client, which is an investment company; or

(iv)

to engage in any manipulative practice with respect to a client, which is an investment company.

(v)

includes:

(i)

standards of conduct and compliance with federal securities laws;

(ii) personal securities trading;

(ii)

initial public offerings and limited offerings;

(iv) reporting violations of the code; and

(v) educating employees about the code and obtaining an employee acknowledgement.

IV. Definitions

For purposes of this Code of Ethics, the following definitions shall apply:

4. The term “ beneficial ownership ” shall mean a direct or indirect “pecuniary interest” (as defined in subparagraph (a) (2) of Rule 16a-1 under the Securities Exchange Act of 1934, as amended) that is held or shared by a person directly or indirectly (through any contract, arrangement, understanding, relationship or otherwise) in a security. While the definition of “pecuniary interest” in subparagraph (a) (2) of Rule 16a-1 is complex, the term generally means the opportunity directly or indirectly to provide or share in any profit derived from a transaction in a security. An indirect pecuniary interest in securities by a person would be deemed to exist as a result of: (i) ownership of securities by any of such person’s immediate family members sharing the same household (including child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother- or father-in-law, sister- or brother-in-law, and son- or daughter-in-law; (ii) the person’s partnership interest in the portfolio securities held by a general or limited partnership; (iii) the existence of a performance-related fee (not simply an asset-based fee) received by such person as broker, dealer, investment adviser or manager to a securities account; (iv) the person’s right to receive dividends from a security provided such right is separate or separable from the underlying securities; (v) the person’s interest in securities held by a trust under certain circumstances; and (vi) the person’s right to acquire securities through the exercise or conversion of a “derivative security” (which term excludes (a) a broad-based index option or future, (b) a right with an exercise or conversion privilege at a price that is not fixed, and (c) a security giving rise to the right to receive such other security only pro rata and by virtue of a merger, consolidation or exchange offer involving the issuer of the first security).

6. The term “ control ” shall mean the power to exercise a controlling influence over the

management or policies of Polaris, unless such power is solely the result of an official

position with Polaris, all as determined in accordance with Section 2 (a) (9) of the 1940 Act.

9. The term “ investment company ” shall mean a management investment company registered as such under the 1940 Act and for which Polaris is the investment adviser or

sub-adviser regardless of whether the investment company has entered into a contract for investment management services with Polaris.

12. The term “ material nonpublic information ” with respect to an issuer shall mean

information, not yet released to the public that would have a substantial likelihood of

affecting a reasonable investor’s decision to buy or sell any securities of such issuer.

14. The term “ purchase ” shall include the writing of an option to purchase.

16. The term “ sale ” shall include the writing of an option to sell.

V. Substantive Restrictions On Personal Trading Activities

A. Prohibited Activities

2. No access person shall, directly or indirectly, purchase or sell securities in such a

way that the access person knew, or reasonably should have known, that such securities

transactions compete in the market with actual or considered securities transactions for any client of Polaris, or otherwise personally act to injure any client’s securities

transactions;

4. No access person shall, directly or indirectly, communicate to any person who is not an access person any material nonpublic information relating to any client of Polaris or any issuer of any security owned by any client of Polaris, including, without limitation, the purchase or sale or considered purchase or sale of a security on behalf or any client of Polaris, except to the extent necessary to effectuate securities transactions on behalf of the client of Polaris;

5. No access person shall, directly or indirectly, execute a personal securities transaction on a day during which a client of Polaris has a pending “buy” or “sell” order in that same or equivalent security until that order is executed or withdrawn;

6. No access person shall accept any gift or other thing of more than de minimis value from any person or entity that does business with or on behalf of client;

10. Investment personnel and access persons shall not, directly or indirectly, purchase any security issued pursuant to a limited offering without obtaining prior written approval from the Review Officer. Investment personnel who have been authorized to acquire securities in a private placement must disclose such investment when they are involved in a client’s subsequent consideration of an investment in the issuer. In such circumstances, the client’s decision to purchase securities of the issuer must be independently reviewed by investment personnel with no personal interest in the issuer;

a. his or her beneficial ownership of any securities of such issuer;

b. any contemplated transaction by such person in such securities;

c. any position with such issuer or its affiliates; and

12. No Investment personnel shall, directly or indirectly, purchase or sell any security or

B. Exempt Transactions and Conduct

This Code of Ethics shall not be deemed to be violated by any of the following transactions:

1. Purchases or sales for an account over which the access person has no direct or indirect

influence or control;

2. Purchases or sales which are non-volitional on the part of the access person;

3. Purchases which are part of an automatic dividend reinvestment plan;

5. Tenders of securities pursuant to tender offers which are expressly conditioned on the tender offer’s acquisition of all of the securities of the same class;

7. Purchases or sales made in good faith on behalf of a client, it being understood by, and

VI. Compliance Procedures

A. Ownership of Shares of an Investment Company

Every access person who beneficially owns shares of an investment company is required to own such shares either:

Every access person is required to notify the Review Officer in writing within thirty (30)

days of a list of the persons (other than the employee) who are the record owners of the

shares of an investment company which are beneficially owned by the employee and the

associated account numbers or name of employer sponsoring the retirement or employee

benefit plan. Every employee is required to notify the Review Officer in writing within

thirty (30) days of any change to that list, including the addition of new persons to the

list.

B. Preclearance for Personal Securities Investments

Every access person or person with beneficial ownership interest shall be required to submit on Form III their intent to trade for their own account to the Review Officer. The

Review Officer will be obligated to determine whether any prohibitions or restrictions apply to the relevant securities and respond to the access persons submitting such intent to trade forms in writing. The Review Officer shall approve or not approve the transactions and will respond in writing within two business days following the date of submission by indicating on the pre-clearance form if the transaction is approved or not approved. If the transaction is approved the trade may be considered “precleared” and the access person may execute such “precleared” trade anytime within two business days following the lapse of the Review Officer’s two day period. If four business days have elapsed, not including the day the form was submitted, and the access person’s trade has not been executed, “preclearance” will lapse and the access person may not trade without violating this preclearance provision. The access person will be required to submit

another Form III and have the intended trade “precleared” again.

C. Records of Securities Transactions

D. Personal Reporting Requirements

Any access person who is the beneficial owner of shares of an affiliated investment company which are held through a retirement or employee benefit plan shall submit to the Review Officer a separate report in the form annexed hereto as Form I or in similar form, in addition to the report required by subparagraph 2 of this Paragraph D , which report shall set forth the information described in subparagraph 2 of this Paragraph D solely as to transactions in shares of an affiliated investment company. The access person is not required to include in this report transactions in shares of money market funds and short duration funds (or similar short-term fixed income fund) and purchases and sales pursuant to an automatic dividend reinvestment plan or automatic investment, exchange or withdrawal plan, including purchases through automatic contributions to the retirement or employee benefit plan. If no transactions in any investment company shares required to be reported were effected during a quarterly period , such employee shall submit to Review Officer a report on Form I within the time-frame specified below stating that no reportable securities transactions were effected.

A. Transactions in Securities .

(2) the nature of each transaction (i.e., purchases, sale or other type of acquisition or disposition);

(3) the price at which each transaction was effected; and

(4) the name of the broker, dealer or bank with or through whom each transaction was effected; and

(5) the signature of the employee/access person and the date the report was

submitted.

An access person need not submit a transactions report under this subparagraph D.2.A:

(1) with respect to any securities (including those excepted from the if the access

person has provided for the Review Officer to receive all of his or her brokerage

statements and such statements contain all of the information required under this

subparagraph.

B. Securities Accounts Opened ( NOTE: This includes accounts holding ANY

securities, including those excepted from the definition of securities in Section IV.17. )

(1) the name of the broker, dealer or bank with whom the access person

established the account;

(2) the date the account was established; and

(3) the date the report was submitted by the access person.

An access person need not submit a report under this Paragraph D:

(1) with respect to transactions effected for, and securities held in, any account over which the person has no direct or indirect influence or control;

(2) with respect to transactions effected pursuant to an automatic investment plan;

And

(3) if the access person has provided for the Review Officer to receive all of his or

her brokerage statements and such statements contain all of the information

required by this Paragraph D.2 and are submitted within the required time period.

E. Disclosure of Personal Holdings

(iii) The date the report was submitted.

(i) The title, number of shares and principal amount of each security in which the access person had any beneficial ownership;

(iii)

The name of any broker, dealer of bank with whom the access person maintained an account in which any securities (including the securities

which are excepted from the definition of securities in Section IV.17.) were held for the direct or indirect benefit of the access person ; and

(iv)

The date the report was submitted.

An access person need not submit a report under this Paragraph E with respect to securities held in any account over which the person has no direct or indirect influence or control.

F. Reporting of Code Violations

G. Review of Reports

1. The Review Officer or the Alternate Review Officer or their designee shall review and initial all reports required by Paragraphs D and E of this Section VI.

2. At the end of each calendar quarter, the Review Officer shall prepare a summary of all

transactions by access persons in securities which were purchased, sold, held or considered for purchase or sale by each client during the prior quarter.

3. Both the Review Officer and the Alternate Review Officer shall compare all reported

H. Review of Performance Accounts

I. Annual Certification of Compliance

J. Joint Participation

K. Investment Company Board Approval and Annual Reports to Board

1. Polaris shall submit this Code of Ethics, and any material changes to this Code of Ethics, to the board of directors of any investment company for approval.

2. No less frequently than annually, Polaris shall submit to the board of directors of any

investment company, a written report that:

(i)

(ii)

certifies that Polaris has adopted procedures reasonably necessary to prevent access persons from violating this Code of Ethics.

L. Sub-contractors and Polaris

Polaris may contract with other investment advisers to provide research and administrative services. Each such sub-contractor is subject to its own Code of Ethics, a copy of which has been made available to Polaris. Each sub-contractor is required to submit quarterly to Polaris a report that there have been no violations of the sub-contractor’s Code of Ethics during the most recent calendar quarter. If there have been violations of the sub-contractor’s Code of Ethics, the subcontractor must submit a detailed report of such violations and what remedial action, if any, was taken. If the sub-

contractor’s violation involved a client of Polaris, such violation will be analyzed by the Review Officer in Section VI F.3. (above); provided, however, that if the subcontractor

is Boston Investor Services, Inc., the analysis of the violation will be done by the

President of Polaris.

M. Compliance with Federal Securities Laws

All Polaris employees are required to comply with all federal securities laws applicable to

Polaris’s business.

VII. SANCTIONS

The sanction of disgorgement of any profits realized may be imposed for any of the following violations:

a. Violation of the prohibition against investment personnel profiting from securities transactions of a trading nature;

c. Violation of the prohibition against portfolio managers, directly or indirectly,

VIII. RECORDKEEPING REQUIREMENTS

Polaris shall maintain and preserve in an easily accessible place:

a. a copy of the Code of Ethics (and any prior code of ethics that was in effect at any time during the past five years) for a period of five years;

d. a copy of each report to the board of directors of any investment company made under Paragraph K of Section VI; and

e. a list of all persons who are, or within the past five years were, required to make reports pursuant to this Code of Ethics;

f. the names of each person who is serving or who has served as Review Officer or Alternative Review Officer within the past five years;

g. a record of all written acknowledgments made under Section VI.I;

h. a record of every decision and the reasons supporting it under Section VI.B to approve the acquisition of securities by an access person in any initial public offering or limited offering.

IX. MISCELLANEOUS

A. Confidentiality

B. Notice to Access Persons

Polaris shall identify all persons who are considered to be “access persons,” “investment personnel” and “portfolio managers,” inform such persons of their respective duties and provide such persons with copies of this Code of Ethics.

Reviewed: March 25, 2009