<PAGE>
- -------------------------------------------------
QUANTITATIVE GROUP OF FUNDS
U.S. EQUITY FUNDS
Quantitative Numeric Fund
Quantitative Numeric II Fund
Quantitative Disciplined Growth Fund
Quantitative Growth and Income Fund
INTERNATIONAL EQUITY FUNDS
Quantitative International Equity Fund
Quantitative Foreign Frontier Fund
PROSPECTUS
August 1, 1996
as revised August 8, 1996
<PAGE>
This Prospectus is not an offering of the securities herein described in any
state in which the offering is unauthorized. No salesman, dealer, or other
person is authorized to give any information or make any representation other
than those contained in this Prospectus, the Statement of Additional Informa-
tion, or in the Funds' official sales literature.
<PAGE>
Q UANTITATIVE GROUP OF FUNDS
PROSPECTUS
55 Old Bedford Road
August 1, 1996
Lincoln, Massachusetts 01773
800-331-1244
as revised August 8, 1996
The Quantitative Group of Funds is an open-end, non-diversified investment com-
pany that offers six funds (individually a "Fund" and collectively the "Funds")
with this Prospectus. Each Fund has distinct investment objectives. Quantita-
tive Advisors, Inc. ("Manager") provides overall management and operational
services to the Funds. Individual investment advisors ("Advisors") are pres-
ently responsible for the day-to-day management of each Fund. The Funds are
distributed by U.S. Boston Capital Corporation ("Distributor"), an affiliate of
the Manager.
U.S. EQUITY FUNDS
QUANTITATIVE NUMERIC FUND
QUANTITATIVE NUMERIC II FUND
QUANTITATIVE DISCIPLINED GROWTH FUND
QUANTITATIVE GROWTH AND INCOME FUND
INTERNATIONAL FUNDS
QUANTITATIVE INTERNATIONAL EQUITY FUND
QUANTITATIVE FOREIGN FRONTIER FUND
Each Fund offers Ordinary Shares and Institutional Shares. Purchasers of Ordi-
nary Shares of the Quantitative Numeric Fund, Quantitative Growth and Income
Fund, Quantitative International Equity Fund, and Quantitative Foreign Frontier
Fund pay a one percent (1%) deferred sales charge upon redemption, and an an-
nual asset based sales charge of .50%. Ordinary Shares of the Quantitative Nu-
meric II Fund and Quantitative Disciplined Growth Fund purchased on or after
August 1, 1996 are offered on a no load basis and carry only a service fee of
.25%. Institutional Shares of each Fund are offered on a no-load basis and do
not bear an annual asset based sales charge.
The minimum investment for Ordinary Shares of a Fund generally is $5,000. A
$1,000 minimum applies to investors acquiring Ordinary Shares through an Auto-
matic Investment Plan who agree to make minimum monthly purchases of $100 and
to investors establishing certain accounts for minors. There is also a $1,000
minimum for Individual Retirement Accounts, pension, profit sharing and other
employee benefit plans. Institutional Shares are available to qualified invest-
ors, as described in this Prospectus, and to clients of certain securities
dealers and financial advisors participating in programs described later in the
Prospectus. There is no minimum for subsequent investments.
This Prospectus concisely describes the information that investors ought to
know before investing. Please read the Prospectus carefully and keep it for
further reference. A Statement of Additional Information dated August 1, 1996
is available free of charge by writing or telephoning the Funds at 800-331-
1244. The Statement, which contains more detailed information about the Funds,
has been filed with the Securities and Exchange Commission and is incorporated
by reference in this Prospectus.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TABLE OF CONTENTS Page
<S> <C>
Quick Reference Guide 2
Summary of Fees and Expenses 3
Financial Highlights 5
Investment Objectives and Policies 8
Risk Considerations 10
Management of the Funds 11
How to Invest 15
How to Make Exchanges 18
How to Redeem 18
Calculation of Net Asset Value 20
Dividends, Distributions, and Taxation 21
Portfolio Securities 21
Other Investment Practices 22
Performance Data 25
The Quantitative Group 25
</TABLE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<PAGE>
QUANTITATIVE GROUP OF FUNDS ____________________________________________
QUICK REFERENCE GUIDE
The Quantitative Funds
The investment objectives of each Fund are summarized below. There is no as-
surance that a Fund will be able to attain its investment objective. Because
each Fund is limited by specific investment objectives, investments in a par-
ticular Fund may be subject to greater market fluctuations than a portfolio
with broader investment alternatives. More detailed information about each of
the Funds, including risk considerations relevant to a particular Fund, is
presented in Investment Objectives and Policies on page 8, Risk Considerations
on page 10, Portfolio Securities on page 21, and Other Investment Practices on
page 22.
U.S. Equity Funds
QUANTITATIVE NUMERIC FUND ("Numeric Fund") seeks maximum long-term capital ap-
preciation by investing primarily in common stocks. The Fund generally invests
in companies with smaller (one billion dollars or less) market capitaliza-
tions.
QUANTITATIVE NUMERIC II FUND ("Numeric II Fund") seeks long-term growth of
capital by investing primarily in common stock of companies with medium (one
billion to five billion dollars) market capitalizations.
QUANTITATIVE DISCIPLINED GROWTH FUND ("Disciplined Growth Fund") seeks long-
term growth of capital by investing primarily in common stock of companies
with smaller or medium (less than five billion dollars) market capitaliza-
tions.
QUANTITATIVE GROWTH AND INCOME FUND ("Growth and Income Fund") seeks long-term
growth of capital and income by investing primarily in common stocks of larger
companies having substantial equity capital that are currently paying divi-
dends.
International Funds
QUANTITATIVE INTERNATIONAL EQUITY FUND ("International Equity Fund") seeks
long-term capital growth and income by investing primarily in foreign securi-
ties. Generally, the Fund invests in Western Europe, Australia, and the larger
capital markets in the Far East.
QUANTITATIVE FOREIGN FRONTIER FUND ("Foreign Frontier Fund") seeks long-term
growth of capital by investing in securities of foreign issuers located in
emerging markets. An investment in the Foreign Frontier Fund should be re-
garded as speculative and is subject to special risks that should be consid-
ered carefully by potential investors.
Minimum Investments
Each Fund offers Ordinary Shares and Institutional Shares. Purchasers of Ordi-
nary Shares of the Numeric Fund, Growth and Income Fund, International Equity
Fund, and Foreign Frontier Fund pay a one percent (1%) deferred sales charge
upon redemption, and an annual asset based sales charge of .50%. Ordinary
Shares of the Numeric II Fund and Disciplined Growth Fund purchased on or af-
ter August 1, 1996 are offered on a no load basis and carry only a service fee
of .25%. Institutional Shares of each Fund are offered on a no-load basis and
do not bear an annual asset-based sales charge. The minimum investment for Or-
dinary Shares of a Fund generally is $5,000. A $1,000 minimum investment ap-
plies to investors establishing an Automatic Investment Plan who agree to make
minimum monthly purchases of $100 and to investors establishing certain ac-
counts for minors. There is also a $1,000 minimum for Individual Retirement
Accounts (IRAs), pension, profit sharing and other employee benefit plans. In-
stitutional Shares are available to certain institutional investors purchasing
Shares in amounts greater than or equal to $1,000,000, and to other qualified
investors described later in the Prospectus. There is no minimum for subse-
quent investments. See How to Invest on page 15.
How to Invest
Ordinary Shares may be purchased at their daily net asset value by completing
the Account Application provided with this Prospectus and sending the Applica-
tion, along with a check payable to QUANTITATIVE GROUP OF FUNDS, to the fol-
lowing address:
Quantitative Group of Funds
Attention: Transfer Agent
55 Old Bedford Road
Lincoln, Massachusetts 01773
2
<PAGE>
_______________________________________________ QUANTITATIVE GROUP OF FUNDS
Investors also may make monthly automatic investments through their checking
account. Call 800-331-1244 with any questions, or to request an IRA Account
Application. See How to Invest on page 15.
Redemptions and Exchanges
Shares may be redeemed at any time at their daily net asset value less a one
percent (1%) deferred sales charge for Ordinary Shares. The deferred sales
charge is not deducted on redemption of Ordinary Shares of the Numeric II Fund
and Disciplined Growth Fund purchased on or after August 1, 1996. Ordinary
Shares of one Fund may generally be exchanged for Ordinary Shares of another
Fund at any time without incurring a deferred sales charge. Special rates ap-
ply to exchanges into the Numeric II Fund and Disciplined Growth Fund. The ex-
change privilege only is available to investors in states in which shares of
the Fund to be acquired may legally be sold. An individual Fund may not be of-
fered in each state. Redemptions or exchanges of shares may be requested in
writing. Shares also may be redeemed or exchanged by telephone or by automatic
withdrawal, if those options are selected on the Account Application. See How
to Make Exchanges on page 18 and How to Redeem on page 18.
SUMMARY OF FEES AND EXPENSES
Shareholder Transaction Expenses (All Funds)
<TABLE>
<CAPTION>
ORDINARY INSTITUTIONAL
SHARES SHARES
<S> <C> <C>
Maximum Sales Load Imposed on Purchases None None
Maximum Sales Load Imposed on Reinvested Dividends None None
Deferred Sales Charge (as a percentage of redemption
proceeds)
(Numeric II and Disciplined Growth Funds) None(1) None
(Numeric, Growth and Income, International Equity, and
Foreign Frontier Funds) 1.00% None
Exchange Fee None None
</TABLE>
- --------
(1) The deferred sales charge is not imposed on redemptions of Ordinary Shares
of the Quantitative Numeric II Fund and Quantitative Disciplined Growth
Fund purchased on or after August 1, 1996.
Annual Operating Expenses (as a percentage of average net assets)
<TABLE>
<CAPTION>
Numeric Numeric Disciplined Growth and International Foreign
Fund II Fund Growth Fund Income Fund Equity Fund Frontier Fund
<S> <C> <C> <C> <C> <C> <C>
Ordinary Shares
Management Fee 1.00% 1.00% 1.00% .75% 1.00% .80%
12b-1 Fees .50% .25% .25% .50% .50% .50%
Other Expenses (after
reimbursement)* .47% .45% .70% .48% .65% 1.44%
Total Operating Ex-
penses 1.97% 1.70% 1.95% 1.73% 2.15% 2.74%
Institutional Shares
Management Fee 1.00% 1.00% 1.00% .75% 1.00% .80%
12b-1 Fees None None None None None None
Other Expenses (after
reimbursement)* .47% .45% .70% .49% .65% 1.44%
Total Operating Ex-
penses 1.47% 1.45% 1.70% 1.24% 1.65% 2.24%
- --------
* Other expenses and total operating expenses are shown for the first time
without giving effect to custody credits received by the Funds with new
SEC regulations. These credits are generated by interest earned on
uninvested cash balances maintained by the Funds, and are used to offset
custodial expenses of the Fund. Expenses net of custody credits would be
as follows:
Ordinary Shares
Other Expenses (after
reimbursement) .38% .45% .54% .39% .59% 1.29%
Total Operating Ex-
penses 1.88% 1.70% 1.79% 1.64% 2.09% 2.59%
Institutional Shares
Other Expenses (after
reimbursement) .34% .45% .70% .40% .59% 1.29%
Total Operating Ex-
penses 1.38% 1.95% 1.70% 1.15% 1.59% 2.09%
</TABLE>
3
<PAGE>
QUANTITATIVE GROUP OF FUNDS ________________________________________________
Example: You would pay the following expenses on a $1,000 investment assuming
(1) 5% annual return and (2) redemption at the end of each time
period. Expenses shown in this example do not give effect to custody
credits:
<TABLE>
<CAPTION>
Ordinary Shares Institutional Shares
1 year 3 years 5 years 10 years 1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Numeric Fund $30 $73 $118 $244 $15 $46 $ 80 $176
Numeric II Fund $17 $54 $ 92 $201 $15 $46 $ 79 $174
Disciplined Growth Fund $20 $61 $105 $227 $17 $54 $ 92 $201
Growth and Income Fund $28 $66 $106 $218 $13 $39 $ 68 $150
International Equity
Fund $32 $78 $127 $262 $17 $52 $ 90 $195
Foreign Frontier Fund $38 $96 $156 $320 $23 $70 $120 $257
You would pay the following expenses on the same investment,
assuming no redemption:
Numeric Fund $20 $62 $106 $230 $15 $46 $ 80 $176
Numeric II Fund $17 $54 $ 92 $201 $15 $46 $ 79 $174
Disciplined Growth Fund $20 $61 $105 $227 $17 $54 $ 92 $201
Growth and Income Fund $18 $54 $ 94 $204 $13 $39 $ 68 $150
International Equity
Fund $22 $67 $115 $248 $17 $52 $ 90 $195
Foreign Frontier Fund $28 $85 $145 $307 $23 $70 $120 $257
</TABLE>
The purpose of the summary of expenses of the respective Funds is to assist an
investor in understanding the various costs and expenses that an investor in a
particular Fund will bear, whether directly or indirectly. For more complete
descriptions of the various costs and expenses, see Management of the Funds on
page 11. None of the above examples should be considered a representation of
past or future expenses. Actual expenses may be greater or less than those
shown. Expenses for the Funds are estimated based on actual expenses for the
period ended March 31, 1996, including expense limitations where applicable,
as well as any increase or decrease in expenses anticipated in the current
fiscal year, including the reduction by the Distributor of the 12b-1 fee for
the Numeric II Fund and the Disciplined Growth Fund to .25% of average net
assets. The Manager voluntarily has agreed to temporarily limit the total
operating expenses of the Numeric II Fund and Disciplined Growth Fund to 1.70%
and 1.95% of their average net assets, respectively, without giving effect to
custody credits if applicable. The agreement is subject to periodic review,
and there is no guarantee that the Manager will continue to limit expenses of
these Funds in the future. During the period ended March 31, 1996, the Manager
agreed to limit the expenses of these Funds to 2.50% of their average net
assets, net of custody credits. Expenses eligible for reimbursement do not
include interest, taxes, brokerage commissions, or extraordinary expenses. If
the agreement were not in effect, the total estimated expenses of the Funds
would be as follows: Numeric II Fund Ordinary Shares--2.34%, Disciplined
Growth Fund Ordinary Shares--2.31%, Numeric II Fund Institutional Shares--
2.02%, and Disciplined Growth Institutional Shares--2.29%. There were no
Foreign Frontier Institutional Shares outstanding during the period ended
March 31, 1996. Long-term shareholders owning Ordinary Shares may pay more
than the economic equivalent of the maximum front-end sales charges permitted
by the National Association of Securities Dealers, Inc. The management fee
paid to the Manager for managing the Numeric Fund, the Numeric II Fund, the
Disciplined Growth Fund, and International Equity Fund is higher than that
paid by most other investment companies.
4
<PAGE>
FINANCIAL HIGHLIGHTS
The following per share financial information for the Numeric Fund (formerly
Boston Numeric Series), Numeric II Fund, Disciplined Growth Fund, Growth and
Income Fund (formerly Boston Growth and Income Series), International Equity
Fund (formerly Boston Foreign Growth and Income Series), and Foreign Frontier
Fund has been examined by Price Waterhouse LLP, independent accountants, whose
report thereon is included in the Statement of Additional Information. This
condensed financial information should be read in conjunction with the related
financial statements and notes thereto included in the Statement of Additional
Information.
<TABLE>
<CAPTION>
Income from
Investment Operations Distributions
Net Realized
Net Asset and Dividends Distributions Net Asset
Value at Net Unrealized Total From from Net from Value,
Beginning Investment Gain (Loss) Investment Investment Realized Total End of Total
of Period Income on Securities Operations Income Capital Gains Distributions Period Return (c)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NUMERIC FUND
ORDINARY SHARES
Sept. 8, 1992**
to March 31,
1993 $10.00 (0.06)(a) 4.18 4.12 -- -- -- $14.12 73.73%(b)
Year Ended March
31,
1994 $14.12 (0.09) 2.57 2.48 -- (1.27) (1.27) $15.33 17.80%
1995(f) $15.33 (0.20) 1.67 1.47 -- (0.99) (0.99) $15.81 10.24%
1996(f) $15.81 (0.21)(a) 5.54 5.33 -- (2.23) (2.23) $18.91 34.25%
INSTITUTIONAL
SHARES (D)
Jan. 6, 1993**
to March 31,
1993 $12.88 (0.02)(a) 1.29 1.27 -- -- -- $14.15 43.07%(b)
Year Ended March
31,
1994 $14.15 (0.05) 2.63 2.58 -- (1.27) (1.27) $15.46 18.50%
1995(f) $15.46 (0.13) 1.71 1.58 -- (0.99) (0.99) $16.05 10.88%
1996(f) $16.05 (0.12)(a) 5.63 5.51 -- (2.23) (2.23) $19.33 34.89%
NUMERIC II FUND
ORDINARY SHARES
Oct. 3, 1994**
to March 31,
1995(f) $10.00 0.05 (a) 0.07 0.12 -- -- -- $10.12 1.20%
Year Ended March
31,
1996(f) $10.12 0.06 (a) 3.27 3.33 (0.01) (0.24) (0.25) $13.20 33.01%
INSTITUTIONAL
SHARES
April 17, 1995**
to March 31,
1996 $10.27 0.10 (a) 3.09 3.19 (0.02) (0.24) (0.26) $13.20 31.12%
DISCIPLINED
GROWTH FUND
ORDINARY SHARES
Oct. 3, 1994**
to March 31,
1995(f) $10.00 0.05 (a) 0.27 0.32 -- -- -- $10.32 3.20%
Year Ended March
31,
1996(f) $10.32 (0.10)(a) 2.39 2.29 (0.01) -- (0.01) $12.60 22.18%
<CAPTION>
Ratios and Supplemental Data
Net Ratio of Ratio of Net
Assets, Operating Investment
End of Expenses Income (Loss)
Period to Average to Average Portfolio
(000s) Net Assets Net Assets Turnover
<S> <C> <C> <C> <C>
NUMERIC FUND
ORDINARY SHARES
Sept. 8, 1992**
to March 31,
1993 $14,066 2.07%(b) (1.41)%(b) 139.00%
Year Ended March
31,
1994 $40,852 1.83% (1.30)% 389.00%
1995(f) $53,920 1.84% (1.31)% 320.00%
1996(f) $71,618 1.97%* (1.17)% 324.00%
INSTITUTIONAL
SHARES (D)
Jan. 6, 1993**
to March 31,
1993 $ 2,979 1.39%(b) (0.79)%(b) 73.00%(b)
Year Ended March
31,
1994 $24,175 1.23% (0.70)% 389.00%
1995(f) $47,044 1.36% (0.82)% 320.00%
1996(f) $42,803 1.47%* (0.67)% 324.00%
NUMERIC II FUND
ORDINARY SHARES
Oct. 3, 1994**
to March 31,
1995(f) $ 420 -- 1.50%(b) 0.00%(b)
Year Ended March
31,
1996(f) $ 6,025 2.34%* 0.46% 181.00%
INSTITUTIONAL
SHARES
April 17, 1995**
to March 31,
1996 $ 4,621 2.02%(b)* (0.87)%(b) 181.00%
DISCIPLINED
GROWTH FUND
ORDINARY SHARES
Oct. 3, 1994**
to March 31,
1995(f) $ 361 -- 1.03%(b) 17.82%(b)
Year Ended March
31,
1996(f) $ 1,881 2.31%* (0.88)% 307.00%
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Income from
Investment Operations Distributions
Net Realized
Net Asset and Dividends Distributions Net Asset
Value at Net Unrealized Total From from Net from Value,
Beginning Investment Gain (Loss) Investment Investment Realized Total End of Total
of Period Income on Securities Operations Income Capital Gains Distributions Period Return (c)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INSTITUTIONAL
SHARES
July 26, 1995**
to March 31,
1996 $11.26 (0.14)(a) 1.49 1.35 (0.01) -- (0.01) $12.60 11.97%
GROWTH AND IN-
COME FUND
ORDINARY SHARES
May 9, 1985** to
March 31,
1986 $10.00 0.12(a) 2.70 2.82 -- -- -- $12.82 31.96%(b)
Year Ended March
31,
1987 $12.82 0.13 2.81 2.94 (0.12) -- (0.12) $15.64 23.12%
1988 $15.64 0.22 (1.55) (1.33) (0.35) (2.66) (3.01) $11.30 (5.47)%
1989 $11.30 0.18 1.66 1.84 (0.14) -- (0.14) $13.00 16.43%
1990 $13.00 0.16 2.59 2.75 (0.16) (1.32) (1.48) $14.27 20.84%
1991 $14.27 0.24 2.20 2.44 (0.24) (0.42) (0.66) $16.05 17.82%
1992 $16.05 0.19 1.25 1.44 (0.21) (1.23) (1.44) $16.05 9.81%
1993 $16.05 0.17 1.98 2.15 (0.18) (0.75) (0.93) $17.27 13.77%
1994 $17.27 0.18 0.21 0.39 (0.16) (3.64) (3.80) $13.86 1.51%
1995(f) $13.86 0.14 1.44 1.58 (0.16) (1.56) (1.72) $13.72 12.71%
1996(f) $13.72 0.12(a) 2.89 3.01 (0.13) (2.03) (2.16) $14.57 22.17%
INSTITUTIONAL
SHARES (D)
March 25, 1991**
to March 31,
1991 $15.83 0.00 0.22 0.22 -- -- -- $16.05 85.04%(b)
Year Ended March
31,
1992 $16.05 0.28 1.23 1.51 (0.27) (1.23) (1.50) $16.06 10.03%
1993 $16.06 0.25 1.99 2.24 (0.27) (0.75) (1.02) $17.28 14.30%
1994 $17.28 0.28 0.19 0.47 (0.25) (3.64) (3.89) $13.86 1.99%
1995(f) $13.86 0.21 1.44 1.65 (0.23) (1.56) (1.79) $13.72 13.29%
1996(f) $13.72 0.20(a) 2.89 3.09 (0.20) (2.03) (2.23) $14.58 22.75%
INTERNATIONAL
EQUITY FUND
ORDINARY SHARES
July 31, 1987**
to March 31,
1988 $10.00 (0.02)(a) (0.56) (0.58) -- -- -- $ 9.42 (8.55)%(b)
Year Ended March
31,
1989 $ 9.42 0.01(a) 1.64 1.65 (0.01) (0.11) (0.12) $10.95 17.50%
1990 $10.95 0.04(a) 1.02 1.06 (0.04) (0.77) (0.81) $11.20 9.30%
1991 $11.20 0.10(a) (2.00) (1.90) (0.04) (0.88) (0.92) $ 8.38 (16.60)%
1992 $ 8.38 0.04(a) (0.35) (0.31) (0.10) -- (0.10) $ 7.97 (3.70)%
<CAPTION>
Ratios and Supplemental Data
Net Ratio of Ratio of Net
Assets, Operating Investment
End of Expenses Income
Period to Average to Average Portfolio
(000s) Net Assets Net Assets Turnover
<S> <C> <C> <C> <C>
INSTITUTIONAL
SHARES
July 26, 1995**
to March 31,
1996 $ 67 2.29%(b)* (1.16)%(b) 307.00%
GROWTH AND IN-
COME FUND
ORDINARY SHARES
May 9, 1985** to
March 31,
1986 $15,276 1.85%(b) 2.23%(b) 38.00%
Year Ended March
31,
1987 $35,029 1.92% 1.25% 99.00%
1988 $25,862 1.83% 1.44% 124.00%
1989 $27,442 2.00% 1.51% 102.00%
1990 $34,592 1.85% 1.12% 92.00%
1991 $39,018 1.80% 1.64% 96.00%
1992 $43,884 1.84% 1.16% 60.00%
1993 $43,320 1.84% 0.98% 78.00%
1994 $36,510 1.72% 1.02% 110.00%
1995(f) $37,048 1.69% 1.01% 121.00%
1996(f) $41,353 1.73%* 0.81% 152.00%
INSTITUTIONAL
SHARES (D)
March 25, 1991**
to March 31,
1991 $ 1,014 1.53%(b) (0.81)%(b) 96.00%
Year Ended March
31,
1992 $ 4,753 1.44% 1.39% 60.00%
1993 $ 6,451 1.33% 1.46% 78.00%
1994 $ 3,990 1.22% 1.52% 110.00%
1995(f) $ 1,975 1.23% 1.48% 121.00%
1996(f) $ 1,888 1.24%* 1.31% 152.00%
INTERNATIONAL
EQUITY FUND
ORDINARY SHARES
July 31, 1987**
to March 31,
1988 $ 8,313 3.00%(b) (1.07)%(b) 151.00%
Year Ended March
31,
1989 $20,876 2.00% 0.15% 263.00%
1990 $23,525 2.00% 0.36% 84.00%
1991 $21,527 2.14% 1.14% 159.00%
1992 $19,676 2.12% 0.47% 52.00%
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Income from
Investment Operations Distributions
<CAPTION>
Ratios and Supplemental Data
Net Realized
Net Asset and Dividends Distributions Net Asset
Value at Net Unrealized Total From from Net from Value,
Beginning Investment Gain (Loss) Investment Investment Realized Total End of Total
of Period Income on Securities Operations Income Capital Gains Distributions Period Return (c)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1993 $ 7.97 0.09(a) 0.04 0.13 (0.07) -- (0.07) $ 8.03 1.70%
1994 $ 8.03 0.00(a) 2.28 2.28 (0.13) -- (0.13) $10.18 28.69%
1995(f) $10.18 (0.03)(a) 0.04 0.01 (0.13) -- (0.13) $10.06 0.07%
1996(f) $10.06 0.00(a) 0.67 0.67 (0.03) -- (0.03) $10.70 6.63%
INSTITUTIONAL
SHARES (D)
April 25, 1990**
to March 31,
1991 $11.19 0.17(a) (1.96) (1.79) -- -- -- $ 9.40 (17.18)%(b)
April 1, 1991 to
March 19,
1992 $ 9.40 0.09(a) (1.40) (1.31) (0.15) -- (0.15) $ 7.94(e) (14.62)%(b)
August 25,
1994** to March
31,
1995(f) $11.00 0.01(a) (0.73) (0.72) (0.18) -- (0.18) $10.10 (6.57)%
Year Ended March
31,
1996(f) $10.10 0.04(a) 0.66 0.70 (0.07) -- (0.07) $10.73 6.95%
FOREIGN FRONTIER
FUND
ORDINARY SHARES
August 8, 1994**
to March 31,
1995(f) $10.00 (0.05)(a) (2.71) (2.76) -- -- -- $ 7.24 (27.60)%
Year Ended March
31,
1996(f) $ 7.24 (0.07)(a) (1.21) 1.14 -- -- -- $ 8.38 15.75%
Net Ratio of Ratio of Net
Assets, Operating Investment
End of Expenses Income
Period to Average to Average Portfolio
(000s) Net Assets Net Assets Turnover
<S> <C> <C> <C> <C>
1993 $17,429 2.28% 1.08% 16.00%
1994 $26,222 2.01% (0.08)% 40.00%
1995(f) $27,657 1.91% (0.24)% 46.48%
1996(f) $27,402 2.15%* (0.04)% 43.00%
INSTITUTIONAL
SHARES (D)
April 25, 1990**
to March 31,
1991 $ 4,178 1.50%(b) 1.56%(b) 159.00%
April 1, 1991 to
March 19,
1992 $ 0 1.63% 1.05% 52.00%
August 25,
1994** to March
31,
1995(f) $ 3,052 1.66%(b) 0.13%(b) 46.48%(b)
Year Ended March
31,
1996(f) $ 1,241 1.65%* (0.38)% 43.00%
FOREIGN FRONTIER
FUND
ORDINARY SHARES
August 8, 1994**
to March 31,
1995(f) $ 4,259 2.54%(b) (1.03)%(b) 10.72%(b)
Year Ended March
31,
1996(f) $ 7,736 2.74%* (0.84)% 9.00%
</TABLE>
* EXPENSE RATIOS FOR THE PERIOD ENDED MARCH 31, 1996 ARE SHOWN FOR THE FIRST
TIME GROSS OF CUSTODY CREDITS IN ACCORDANCE WITH NEW SEC REGULATIONS. SEE
NOTES 3 AND 6 TO THE FINANCIAL STATEMENTS OF THE FUNDS CONTAINED IN THE
STATEMENT OF ADDITIONAL INFORMATION. THESE CREDITS ARE GENERATED BY INTER-
EST EARNED ON UNINVESTED CASH BALANCES MAINTAINED BY THE FUNDS, AND ARE
USED TO OFFSET CUSTODIAL EXPENSES OF THE FUND. THE FUNDS EXPENSE RATIOS NET
OF SUCH CREDITS, AS REPORTED IN PRIOR PERIODS, WOULD HAVE BEEN AS FOLLOWS:
NUMERIC ORDINARY AND INSTITUTIONAL SHARES, 1.88% AND 1.38%, RESPECTIVELY;
NUMERIC II ORDINARY AND INSTITUTIONAL SHARES, 1.92% AND 1.66% (ANNUALIZED),
RESPECTIVELY; DISCIPLINED GROWTH ORDINARY AND INSTITUTIONAL SHARES, 1.79%
AND 2.05% (ANNUALIZED), RESPECTIVELY; GROWTH AND INCOME ORDINARY AND INSTI-
TUTIONAL SHARES, 1.64% AND 1.15%, RESPECTIVELY; INTERNATIONAL EQUITY ORDI-
NARY AND INSTITUTIONAL SHARES, 2.09% AND 1.59%, RESPECTIVELY; AND FOREIGN
FRONTIER ORDINARY SHARES, 2.59%
** Commencement of operations.
(a) Reflects expense waivers/reimbursements in effect during the period. See
Note 3 to the Financial Statements of the Funds. As a result of such
waivers/reimbursements, expenses of the Numeric Fund Ordinary Shares for
the periods ended March 31, 1996 and 1993 reflect a reduction of $0.02 and
$0.03 per share; expenses of the Numeric Fund Institutional Shares for the
periods ended March 31, 1996 and 1993 reflect a reduction of $0.02 and
$0.03 per share; expenses for the Numeric II Fund Ordinary Shares for the
periods ended March 31, 1996 and 1995 reflect a reduction of $0.23 and
$0.76 per share; expenses for the Numeric II Fund Institutional Shares for
the period ended March 31, 1996 reflect a reduction of $0.11 per share;
expenses of the Disciplined Growth Fund Ordinary Shares for the periods
ended March 31, 1996 and 1995 reflect a reduction of $0.51 and $0.45 per
share; expenses of the Disciplined Growth Fund Institutional Shares for
the period ended March 31, 1996 reflect a reduction of $0.28 per share;
expenses of the Growth and Income Fund Ordinary Shares for the periods
ended March 31, 1996 and 1986 reflect a reduction of $0.01 and $0.06 per
share; expenses of the Growth and Income Fund Institutional Shares for the
period ended March 31, 1996 reflect a reduction of $0.01 per share; ex-
penses of the International Equity Fund Ordinary Shares for the periods
ended March 31, 1996, 1995, 1994, 1993, 1992, 1991, 1990, 1989 and 1988
reflect a reduction of $0.01, $0.01, $0.01, $0.05, $0.04, $0.02, $0.04,
$0.05, and $0.05 per share respectively; expenses of the International Eq-
uity Fund Institutional Shares for the periods ended March 31, 1996, 1995,
1992 and 1991 reflect a reduction of $0.01, $0.01, $0.04 and $0.03 per
share respectively; and expenses of the Foreign Frontier Fund Ordinary
Shares for the periods ended March 31, 1996 and 1995 reflect a reduction
of $0.01 and $0.02 per share.
(b) Annualized.
(c) Total Return does not include the one time 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 fees had not been reduced by credits al-
lowed by the custodian.
(d) Investment Income and Expenses for the periods ending March 31, 1986
through March 1, 1994 were calculated for the Ordinary Shares and then ad-
justed for the differences in distribution and transfer agency expenses
borne by the two classes of shares.
(e) Amount represents the last net asset value per share before the March 19,
1992 redemption which resulted in this Fund having no Institutional share-
holders and no Institutional Shares of beneficial interest outstanding
from that date until August 25, 1994. See Note 1 to the Financial State-
ments of the Funds.
(f) Per share numbers have been calculated using the average shares method.
7
<PAGE>
QUANTITATIVE GROUP OF FUNDS ________________________________________________
INVESTMENT OBJECTIVES AND POLICIES
Quantitative Investment Style
Each of the Quantitative Group of Funds employs a "quantitative" investment ap-
proach to selecting investments. Investment managers using this approach to in-
vesting rely on computer technology and financial 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, a portfolio of securities consistent with an indi-
vidual Fund's investment objectives is constructed.
General
It is generally the practice of each Fund to remain fully invested during most
market conditions. However, for temporary defensive purposes, when market con-
ditions are such that a more conservative approach to investment is desirable,
and for liquidity purposes, a Fund may invest in the short-term debt obliga-
tions described under Portfolio Securities on page 20. With the exception of
the Growth and Income Fund, current income is only a secondary consideration
for the Funds in selecting investments.
Because the investment alternatives available to each Fund may be limited by
the specific objectives of that Fund, investors should be aware that an invest-
ment in a particular Fund may be subject to greater market fluctuation than an
investment in a portfolio of securities representing a broader range of invest-
ment alternatives. In view of the specialized nature of the investment activi-
ties of each Fund, an investment in any single Fund should not be considered a
complete investment program. There is no assurance that any Fund will achieve
its investment objectives.
U.S. Equity Funds
Quantitative Numeric Fund
The investment objective of the Quantitative Numeric Fund ("Numeric Fund") is
to seek maximum long-term capital appreciation by investing primarily in common
stocks, although it also may invest in convertible preferred stocks, warrants
and convertible debentures and bonds. The Numeric Fund generally invests in
common stock of companies with smaller (one billion dollars or less) market
capitalizations. The Fund also may purchase investment-grade fixed-income secu-
rities such as bonds, debentures and notes when it is believed that they have
potential for long-term capital appreciation.
Quantitative Numeric II Fund
The investment objective of the Quantitative Numeric II Fund ("Numeric II
Fund") is to provide for long-term growth of capital. The Fund seeks to attain
its objective primarily by investing in common stock of companies with medium
(one billion to five billion dollars) market capitalizations, although the Fund
may invest in the common stock of companies with smaller and larger market cap-
italizations as well. The Fund also may purchase investment-grade fixed-income
securities, such as bonds, debentures and notes, when it is believed they have
potential for long-term capital appreciation. In anticipation of a decline in
the price of a security, it may be sold short and the same security would be
borrowed from a broker or other institution to complete the sale. The Fund's
short sales must be fully collateralized, and the Fund will not sell short se-
curities whose underlying value exceeds 25% of the Fund's net assets. See Other
Investment Practices--Short Sales on page 23.
Under normal circumstances at least 65% of the Numeric II Fund's total assets
will be invested in common stocks of domestic companies, as well as convertible
debt, preferred stock, rights, warrants, options and other securities exchange-
able for shares of common stock. The Fund also may invest in equity securities
of foreign and multinational companies.
Quantitative Disciplined Growth Fund
The investment objective of the Quantitative Disciplined Growth Fund ("Disci-
plined Growth Fund") is to provide long-term growth of capital.
8
<PAGE>
_______________________________________________ QUANTITATIVE GROUP OF FUNDS
The Fund seeks to attain its objective primarily by investing in common stock
of companies with smaller or medium (less than five billion dollars) market
capitalizations. Characteristics of individual companies considered in the se-
curities selection process will include traditional growth as well as funda-
mental value measures, among others. In anticipation of a decline in the price
of a security, it may be sold short and the same security would be borrowed
from a broker or other institution to complete the sale. The Fund's short
sales must be fully collateralized, and the Fund will not sell short securi-
ties whose underlying value exceeds 25% of the Fund's net assets. See Other
Investment Practices--Short Sales on page 23.
Under normal circumstances at least 65% of the Fund's total assets will be in-
vested in common stocks of domestic companies, as well as convertible debt,
preferred stock, rights, warrants, options and other securities exchangeable
for shares of common stock. The Fund also may invest in equity securities of
foreign and multinational companies.
Quantitative Growth and Income Fund
The investment objective of the Quantitative Growth and Income Fund ("Growth
and Income Fund" is to seek long-term growth of capital and income by invest-
ing primarily in common stocks of large companies having substantial equity
capital that are currently paying dividends. The Growth and Income Fund also
may invest in securities, including American Depository Receipts, of certain
larger, well capitalized foreign companies whose stock is traded in the United
States and is part of the Standard & Poor's 500 Index, and in convertible de-
bentures and bonds, convertible preferred stocks, and in investment-grade
fixed-income securities, such as bonds, debentures and notes. Fixed-income se-
curities, unless rated A or higher by Standard & Poor's Corporation or by
Moody's Investors Service, Inc., may have some speculative characteristics.
Since changes in prevailing interest rates affect the market value of debt in-
struments inversely, generally the longer the maturity of the debt instrument
the greater the risk of an adverse movement in interest rates and a decline in
the market value of the debt instrument.
International Funds
Quantitative International Equity Fund
The investment objective of the Quantitative International Equity Fund ("In-
ternational Equity Fund) is to seek long-term capital growth and income by in-
vesting in a diversified portfolio consisting primarily of foreign securities.
The Fund's policy is to concentrate its investments in securities issued by
companies having their principal business activities outside of the United
States, and foreign government securities. Investments by the Fund in foreign
securities may involve special considerations and additional investment risks.
See Risk Considerations--Foreign Securities page 10.
The Fund intends to seek investment opportunities in securities principally
traded on recognized stock exchanges in Australia, Canada, New Zealand, West-
ern Europe (Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Ita-
ly, the Netherlands, Norway, Spain, Sweden, Switzerland, and the United King-
dom) and the Far East (Hong Kong, Japan, Malaysia and Singapore) and on such
other recognized foreign stock exchanges as may be determined from time to
time.
Under normal circumstances, at least 65% of the Fund's total assets will be
invested in securities of companies having their principal business activities
in nine or more foreign countries. This diversification should enable the Fund
to take advantage of differences between economic trends and the performance
of the securities markets in various countries. The diversification also may
reduce the effect of events in any one country on the Fund's performance.
Quantitative Foreign Frontier Fund
The investment objective of the Quantitative Foreign Frontier Fund ("Foreign
Frontier Fund") is to provide for long-term growth of capital by in-
9
<PAGE>
QUANTITATIVE GROUP OF FUNDS ________________________________________________
vesting in equity securities of issuers located in emerging markets. Under nor-
mal circumstances, at least 65% of the Foreign Frontier Fund's total assets
will be invested in common stocks, as well as convertible debt, preferred
stock, rights, warrants, options and other securities exchangeable for shares
of common stock.
The Fund is designed to provide investors with a broad exposure to the growth
of equity markets in less developed nations. The Fund generally will be in-
vested in eight or more emerging markets. An emerging market is broadly defined
as one with low- to middle per capita income. The classification system used by
the World Bank and International Finance Corporation in determining the emerg-
ing markets of the world will be used to define the eligible universe of poten-
tial markets for investment. The Fund currently expects to invest in issuers
located in some or all of the following emerging market countries: Argentina,
Brazil, Czech Republic, Chile, China, Colombia, Greece, Hungary, India, Indone-
sia, Israel, Jordan, South Korea, Malaysia, Mexico, Morocco, Pakistan, Peru,
Philippines, Poland, Portugal, Singapore, South Africa, Sri Lanka, Taiwan,
Thailand, Turkey, Venezuela and Zimbabwe. The list of countries in which the
Fund can invest may change from time to time.
The performance of individual emerging markets generally is characterized by
greater volatility than more developed markets. By diversifying the Fund's in-
vestments, the Fund attempts to reduce the affect of volatility in any one mar-
ket on the Fund's overall performance. Nevertheless, an investment in the For-
eign Frontier Fund should be considered speculative and is subject to special
risks that should be reviewed carefully by potential investors. See Risk Con-
siderations--Foreign Securities on page 10.
RISK CONSIDERATIONS
Investors should be aware that the Numeric Fund and Disciplined Growth Funds
may invest in smaller companies, and that the International Equity and Foreign
Frontier Funds may invest in foreign securities. Both classes of investments
involve special risks that are described below. Consequently, only those in-
vestors who are in the financial position to assume such risks in seeking the
possibility of long-term growth of capital should consider an investment in
these Funds.
Smaller Companies
The Numeric Fund and Disciplined Growth Fund may have substantial portions of
their investments in smaller companies. Small companies may have more narrow
product lines and often lack the managerial, financial and other resources of
medium- or larger-sized companies with whom they compete. In addition, the se-
curities of these companies may not be as readily marketable and may experience
more price volatility. The securities of some smaller companies also may be
purchased by a Fund because they have a potential for growth and earnings over
the next several years greater than that of most other companies. Since securi-
ties of these companies tend to trade in the marketplace at above-average
price/earnings ratios, the price of these securities often can experience a
more sudden and dramatic downward reaction to negative news than is the case
with securities carrying a lower market multiple. This is particularly true of
companies with a narrow product line or whose securities are relatively thinly
traded.
Foreign Securities
The International Equity Fund and Foreign Frontier Fund will have a substantial
portion of their assets invested in foreign securities. Investments in foreign
securities may involve special considerations and risks not present in invest-
ments in domestic securities. Foreign stock markets, while growing in volume,
generally have substantially less volume than the New York Stock Exchange, and
securities of some foreign companies are less liquid and at times more volatile
than securities of comparable U.S. companies. Foreign brokerage commissions are
generally higher than in the United States, and custodial expenses for a port-
folio of foreign securities are generally higher than for a portfolio of U.S.
securities.
Dividends, interest and other amounts received by a Fund on account of its in-
vestments in foreign securities may be subject to foreign withholding taxes and
collection fees. In addition, with respect to certain foreign countries, there
is a possibility of expropriation of assets, confisca-
10
<PAGE>
_______________________________________________ QUANTITATIVE GROUP OF FUNDS
tory taxation, political or financial instability and diplomatic developments
that could affect the value of investments in those countries. There also may
be less publicly available information about a foreign company than about a
U.S. company, and foreign companies are not generally subject to uniform ac-
counting, auditing and financial reporting standards, practices and require-
ments comparable to those applicable to U.S. companies.
Foreign securities markets may have different clearance and settlement proce-
dures than the U.S. securities markets. In certain markets there have been
times when settlements have been unable to keep pace with the volume of secu-
rities transactions, making it difficult to conduct securities trades. The in-
ability of the Funds to make intended securities purchases due to settlement
problems could cause the Funds to miss attractive investment opportunities.
Inability to dispose of a portfolio security caused by settlement problems
could result either in losses to the Funds due to subsequent declines in the
value of the portfolio security or, if the Funds have entered into a contract
to sell the security, could result in liability to the purchaser.
Emerging Markets
The Foreign Frontier Fund invests primarily in issuers located in emerging
markets. The risks described above generally are greater for investments in
emerging markets. In addition, economies in individual emerging markets may
differ favorably or unfavorably from the U.S. economy in such respects as
rates of growth of gross domestic product, rates of inflation, currency depre-
ciation, capital reinvestment, resource self- sufficiency and balance of pay-
ments positions. Many countries with emerging markets have experienced sub-
stantial, and in some periods extremely high, rates of inflation for many
years. Inflation and rapid fluctuations in inflation rates have had and may
continue to have negative effects on the economies and securities markets of
certain emerging markets countries. These factors may strongly influence the
price of securities held by the Fund in a particular country.
Foreign Currency Risks
Because investments in foreign companies generally involve currencies of for-
eign countries, changes in currency exchange rates and in exchange control
regulations may affect the value of foreign securities held by the Funds, and
the Funds may incur costs in connection with conversions between various cur-
rencies. A change in the value of a foreign currency against the U.S. dollar
will result in a corresponding change in the U.S. dollar value of a Fund's se-
curities denominated in the same currency. Such changes will also affect the
Fund's income and distributions to shareholders. The International Equity Fund
and Foreign Frontier Fund may attempt to minimize the effect of currency fluc-
tuation by entering into hedging transactions. The success of these strategies
will depend on the Advisor's ability to predict movements in exchange rates.
See Other Investment Practices--Foreign Currency Transactions on page 23.
MANAGEMENT OF THE FUNDS
Under Massachusetts law, the management of the Funds' business and affairs is
the ultimate responsibility of the Board of Trustees ("Trustees") of the
Funds.
The Manager and the Advisors
The Funds are managed by Quantitative Advisors, Inc. (the "Manager"), which
provides overall management and administration of the Funds. Under the terms
of the management agreement, the Manager may, subject to the approval of the
Trustees, manage the Funds itself or, subject to the approval by the Trustees
and the shareholders, 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 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 supervises the provision of services by third parties
such as the Funds' custodian.
Pursuant to an Advisory Contract with the Manager, the Advisor to a Fund fur-
nishes continuously an investment program for the Fund, makes investment deci-
sions on behalf of the
11
<PAGE>
QUANTITATIVE GROUP OF FUNDS ________________________________________________
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 there-
with.
Under the terms of the Management Agreement and the Advisory Contracts, port-
folio transactions may be executed with broker-dealers who furnish an Advisor
or the Manager, without cost to it, certain services of value to the Advisor
or Manager in advising the Fund and other clients. In so doing, the Fund may
pay greater brokerage commissions than it might otherwise pay. Sales of shares
of a Fund may also be considered as a factor in the selection of brokers for a
Fund's portfolio transactions.
Each Fund emphasizes the use of computer models in the stock selection proc-
ess. These computer models generally are developed as a result of research
conducted by a team of individuals. The same investment strategy used to man-
age a particular Fund also may be used to manage separate institutional ac-
counts maintained at the Manager or Advisor.
The Manager is an affiliate of U.S. Boston Capital Corporation, the Funds'
Distributor, which is a wholly owned subsidiary of U.S. Boston Corporation.
Willard L. Umphrey, CFA and Leon Okurowski, Trustees of the Funds, and Edward
L. Pittman, President of the Funds, together own 100% of the Manager's out-
standing voting securities. Messrs. Umphrey and Okurowski also are affiliates
of U.S. Boston Capital Corporation.
Day-to-day responsibility for managing the funds presently is provided by the
Advisors described below.
Quantitative Numeric Fund
Quantitative Numeric II Fund
Columbia Partners, L.L.C., Investment Management serves as Advisor to the Nu-
meric Fund and the Numeric II Fund. Columbia Partners was organized in 1995 as
a Delaware limited liability company and is located in Washington, D.C. The
firm presently has over one billion dollars in assets under management for in-
dividual, pension plan and endowment accounts. Robert A. von Pentz, CFA has
managed the Quantitative Numeric and Quantitative Numeric II Funds since July
1996. Mr. von Pentz is a founder of Columbia Partners and previously served as
chairman of the board and chief financial officer of Riggs Investment Manage-
ment Corporation, where he worked from 1989 to 1995. Mr. von Pentz received a
BA in Economics and an MBA in Finance from the University of New Mexico.
Quantitative Disciplined Growth Fund
LBS Capital Management, Inc. ("LBS") serves as Advisor to the Disciplined
Growth Fund. LBS was organized in 1986 as a Florida corporation, and is lo-
cated in Clearwater, Florida. The firm specializes in the application of arti-
ficial intelligence systems in financial management and presently has over
$600 million under management for individual and institutional accounts. LBS
has advised the Fund since the Fund's inception. Individuals at LBS who con-
tribute to the development of the investment model used to manage the Fund,
and who are involved daily in managing the portfolio, include Dean S. Barr and
Douglas W. Case, CFA. Since 1989, Mr. Barr has been actively involved with LBS
in managing money for both individuals and institutional separate accounts.
Mr. Barr received his MBA from New York University and an undergraduate degree
from Cornell University. Mr. Case joined LBS in 1994. Prior to that time he
was a senior portfolio manager for the Florida State Board of Administration,
where he was responsible for the day-to-day management of an equity portfolio
exceeding $10 billion. Mr. Case holds an MBA from Florida State University and
dual undergraduate degrees in applied mathematics and business administration
from the University of Pittsburgh. The shareholders of LBS have agreed to a
reorganization of the company in which the investment management services uti-
lized by the Fund will be assumed by Advanced Investment Technology, Inc.
("AIT"). Messrs. Barr and Case will become employees of AIT and will continue
to manage the Fund after the reorganization occurs. It is currently antici-
pated that the reorganization will take place on or after September 1, 1996.
Quantitative Growth and Income Fund
State Street Global Advisors, a unit of State Street
12
<PAGE>
_______________________________________________ QUANTITATIVE GROUP OF FUNDS
Bank and Trust Company ("State Street"), serves as Advisor to the Growth and
Income Fund. State Street is a wholly owned subsidiary of State Street Boston
Corporation, a publicly owned bank holding company. State Street manages over
$150 billion in assets for employee benefit plans, endowment funds and indi-
viduals. The Growth and Income Fund has been managed continuously by the Ma-
trix Equity Group at State Street since the Fund's inception. Investment deci-
sions are made by committee, with no one person primarily responsible for mak-
ing recommendations to the committee.
Quantitative International Equity Fund
Quantitative Foreign Frontier Fund
Boston International Advisors, Inc. ("Boston International") serves as Advisor
to the International Equity Fund and the Foreign Frontier Fund. Boston Inter-
national was organized in 1986 as a Massachusetts corporation and is located
in Boston, Massachusetts. The firm presently has over two billion dollars un-
der management in international portfolios of pension and endowment funds,
among others. Both the International Equity Fund and Foreign Frontier Fund are
managed by Lyle H. Davis, CFA and David A. Umstead, Ph.D., CFA. Mr. Davis re-
ceived his MBA from the University of Virginia and his BA from Cornell Univer-
sity. Dr. Umstead received a doctorate in finance from the University of North
Carolina, his MBA from Boston University, and an undergraduate degree from the
University of Vermont. Mr. Davis and Dr. Umstead are the principal executive
officers of Boston International. Both individuals were among the founders of
Boston International and have been involved since the inception of each Fund
in the development and application of the Funds' investment strategies. Mr.
Davis, Dr. Umstead, and Norman H. Meltz each currently own more than 25% of
the outstanding voting securities of Boston International. All of the share-
holders of Boston International have agreed, pursuant to a stock purchase
agreement, to sell their shares to Inde-pendence Investment Associates, Inc.,
a Delaware corporation. Messrs. Davis and Umstead will continue to manage the
Funds after the sale occurs. It is currently anticipated that the sale will
take place on or after July 31, 1996.
Management and Advisory Fees
As compensation for services rendered, the Fund pays the Manager a monthly fee
at the annual rate of: 1% of the average daily net asset value of the Numeric
Fund, Numeric II Fund, Disciplined Growth Fund and the International Equity
Fund (this fee is higher than that paid by most other investment companies);
0.80% of the average daily net asset value of the Foreign Frontier Fund; and
0.75% of the average daily net asset value of the Growth and Income Fund. From
this fee, the Manager pays the expenses of providing investment advisory serv-
ices to the Funds, including the fees of the Advisors of the individual Funds,
if applicable (see Advisory Contracts on page 14).
Pursuant to an expense limitation in the Management Contract, the Manager has
agreed to reduce its compensation paid with respect to the Numeric Fund,
Growth and Income Fund, and International Equity Fund to the extent that a
Fund's total expenses exceed 2% of average net asset value for any fiscal
year. The Funds' Distribution Agreement calls for U.S. Boston Capital Corpora-
tion, the Funds' Distributor, to reduce its fee similarly after the Manager's
fee has been eliminated. The Manager has also agreed to assume expenses of
those Funds if necessary in order to reduce its total expenses to no more than
2% of average net asset value for any fiscal year. Fund expenses subject to
this limitation are exclusive of brokerage, interest, taxes and extraordinary
expenses, if any. Extraordinary expenses include, but are not limited to, the
higher incremental costs of custody associated with foreign securities.
The Manager may voluntarily agree to limit the total operating expenses of a
Fund for a period of time by waiving fees or reimbursing a Fund for an expense
that it would otherwise incur. In such cases, the Manager may seek reimburse-
ment from the Fund if the Fund's total operating expenses fall below that
limit prior to the end of the Fund's fiscal year. The Manager voluntarily has
agreed to waive fees or assume certain operating expenses of the Numeric II
and Disciplined Growth Funds in order to reduce the total expenses of these
Funds to no more than 1.70%
13
<PAGE>
QUANTITATIVE GROUP OF FUNDS ________________________________________________
and 1.95% respectively of their average net asset value. Expenses eligible for
reimbursement do not include interest, taxes, brokerage commissions, or ex-
traordinary expenses, and expenses are calculated gross of custody credits, if
applicable. Extraordinary expenses include, but are not limited to, 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.
For services rendered by the Manager during the fiscal year ended March 31,
1996, the Funds paid to the Manager fees in an amount equivalent to 1% of the
average net assets of the Numeric Fund, the Numeric II Fund, the Disciplined
Growth Fund, and the International Equity Fund, 0.80% of the average net as-
sets of the Foreign Frontier Fund, and 0.75% of the average net assets of the
Growth and Income Fund. These fees were waived by the Manager to the extent
required to comply with (i) its undertaking to assume expenses of any of the
Numeric Fund, Growth and Income Fund and International Equity Fund (including
the Manager's compensation) in excess of 2% of those Funds' average net assets
and (ii) its voluntary undertaking to assume expenses of the Numeric II Fund
and the Disciplined Growth Fund (including the Manager's compensation) in ex-
cess of 2.50% of those Funds' average net assets.
In addition to the management fee, the Funds pay all expenses not assumed by
the Manager, including, without limitation, Trustees' fees and fees for audit-
ing, legal, custodian and shareholder ser- vices. All general expenses of the
Funds are allocated among and charged to the assets of the respective Funds
and between the classes of each Fund on a basis that the Trustees deem fair
and equitable, which may be based on the relative net assets of each Fund and
class of shares, or the nature of the services performed and relative applica-
bility to each Fund and class of shares.
Advisory Contracts
For services rendered, the Manager pays to the Advisor of a Fund a fee based
on a percentage of the average daily net asset value of the Fund. The fee for
each Fund is determined separately. The fees paid by the Manager to the Advi-
sors of the Funds are as follows: Numeric Fund--0.50% of average daily total
net assets; Numeric II Fund--0.40% of average daily total net assets; Disci-
plined Growth Fund--0.60% of the first $100 million, and 0.50% of amounts in
excess of $100 million of average daily total net assets; Growth and Income
Fund--0.375% of the first $20 million and 0.30% of amounts in excess of $20
million of average daily total net assets, with an annual minimum of $25,000;
International Equity Fund--0.50% of average daily total net assets; and For-
eign Frontier Fund--0.40% of average daily total net assets.
For services rendered during the fiscal year ended March 31, 1996, the Manager
paid to the Advisors of the following Funds, fees in amounts equivalent to the
following percentages of average daily net asset value: Growth and Income
Fund--0.335%; Numeric Fund--0.578%; International Equity Fund--0.50%, and For-
eign Frontier Fund--0.40%. The Advisors of the Numeric II Fund and Disciplined
Growth Funds waived their fees in part for the fiscal year ended March 31,
1996.
Distributor and Distribution Plan
U.S. Boston Capital Corporation ("Distributor"), a Massachusetts corporation
organized April 23, 1970, is a broker-dealer registered under the Securities
Exchange Act of 1934 and a member of the National Association of Securities
Dealers, Inc. The Distributor acts as the principal distributor of the Funds'
shares pursuant to a written agreement dated April 17, 1985 ("Distribution
Agreement"). Under the Distribution Agreement, the Distributor is not obli-
gated 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.
Under the terms of a Distribution Plan ("12b-1 Plan") adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940, the Funds pay the Distributor
a monthly fee at the annual rate of (i) 0.50% of the average net asset value
of
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_______________________________________________ QUANTITATIVE GROUP OF FUNDS
Ordinary Shares of the Numeric Fund, Growth and Income Fund, International Eq-
uity Fund, and Foreign Frontier Fund and (ii) 0.25% of the average net asset
value of Ordinary Shares of the Numeric II Fund and Disciplined Growth Fund
held in shareholder accounts opened during the period the 12b-1 Plan is in ef-
fect, as determined at the close of each business day during the month. The
12b-1 Plan is a "compensation" plan, which means that although the Trustees of
the Funds are expected to take into account the expenses of the Distributor in
their periodic review of the 12b-1 Plan, the fee is payable to compensate the
Distributor for services rendered even if the amount paid exceeds the Distrib-
utor's expenses. If the expenses of distribution exceed payments under the
12b-1 Plan and deferred sales charges received by the Distributor, the Funds
are not required to reimburse the Distributor for excess expenses; if payments
under the 12b-1 Plan and deferred sales charges received by the Distributor
exceed expenses of distribution, the Distributor may realize a profit.
For the fiscal year ended March 31, 1996, the aggregate fees (net of fees
waived), paid to the Distributor totaled $703,029, or 0.5% of the average net
assets of the Ordinary Shares of each Fund then in operation.
Pursuant to an expense limitation in the Distribution Agreement, the Dis-
tributor has agreed to reduce its compensation with respect to the Numeric
Fund, Growth and Income Fund and International Equity Fund, to the extent that
the total expenses of any of these Funds individually exceed 2% of average net
asset value for any fiscal year (after reduction of the Manager's compensation
in accordance with the Management Contract). See Management of the Funds--Man-
agement and Advisory Fees on page 13. The Distributor would not be required to
reduce its compensation to the extent it is committed to make payments to non-
affiliated entities for services in connection with the distribution of a
Fund's shares. The Distributor, and in some cases the Manager, may make ongo-
ing payments to brokerage firms, financial institutions (including banks) and
others that facilitate the administration and servicing of shareholder ac-
counts.
Custodian
State Street Bank and Trust Company is the custodian of each of the Funds' se-
curities and cash. The Funds have authorized State Street to deposit certain
portfolio securities in a central depository system as allowed by Federal law.
Transfer Agent
Quantitative Institutional Services ("Transfer Agent"), a division of the Man-
ager, is the transfer agent and dividend disbursing agent for each of the
Funds. All mutual fund transfer, dividend disbursing and shareholder services
activities are performed at the offices of Quantitative Institutional Servic-
es, 55 Old Bedford Road, Lincoln, Massachusetts 01773. Account balances and
other shareholder inquiries can be directed to the Transfer Agent at 800-331-
1244. Subject to the approval of the trustees of the Fund, the Transfer Agent
or the Fund may from time to time appoint a sub-transfer agent for the receipt
of purchase orders and funds from certain investors.
HOW TO INVEST
Classes of Shares
The Funds offer two classes of shares: Ordinary Shares and Institutional
Shares. The main distinction between the two classes of shares lies in a one
percent (1%) deferred sales charge paid upon redemption and an ongoing .50%
annual asset based sales charge borne by Ordinary Shareholders of four of the
Funds, which are not applicable to Institutional Shareholders. The deferred
sales charge is not paid on redemption of Ordinary Shares of the Numeric II
Fund and Discplined Growth Fund purchased on or after August 1, 1996, and Or-
dinary Shares of these Funds bear only an annual service fee of .25% of aver-
age net assets. See How to Redeem--Payment of Redemption Amount on page 20.
Both classes of shares represent interests in the same portfolios of securi-
ties and each has the same rights, except that Ordinary Shares have exclusive
voting rights with respect to the Funds' 12b-1 Plan.
Ordinary Shares
Ordinary Shares of each Fund generally are available to investors purchasing a
minimum of $5,000. However, the minimum is only $1,000 for
15
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QUANTITATIVE GROUP OF FUNDS ________________________________________________
investors who elect to participate in the Funds' Automatic Investment Plan and
invest $100 or more per month pursuant to the Plan and investors establishing
accounts for minors pursuant to state laws governing Uniform Gifts/Transfers
to Minors. There is also a $1,000 minimum for purchases of shares held in an
Individual Retirement Account ("IRA") or similar plan established under the
Employee Retirement Income Security Act of 1974, or for any pension, profit
sharing or other employee benefit plan or participant therein, whether or not
the plan is qualified under Section 401 of the Internal Revenue Code, includ-
ing 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. There is no minimum for additional investments, although
the Funds, or the Distributor, at their discretion, reserve the right to im-
pose such a minimum at any time. Investors may exceed the minimum initial in-
vestment for Institutional Shares by cumulative purchases and appreciation of
shares over a period of time.
Institutional Shares
Institutional Shares (formerly "Class A Shares") of Fund generally are avail-
able in minimum investments of $1,000,000 or more. Institutional Shares, sub-
ject to the $1,000,000 minimum, may only be purchased by the following classes
of investors:
(i) benefit plans with at least $10,000,000 in plan assets and 200 partici-
pants, that either have a separate trustee vested with investment discre-
tion 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) a bank, trust company, credit union, savings
institution or other depository institution, its trust departments or com-
mon trust funds purchasing for non-discretionary customers or accounts;
(iv) certain fee paid registered investment advisors not affiliated with
the Manager or Distributor for purchasing on behalf of their clients; and
(v) investors who
hold Institutional Shares purchasing for existing Institutional Share ac-
counts.
The following classes of investors may also purchase Institutional Shares and
are not subject to the minimum initial investment requirement:
(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 com-
mission when it purchases shares of any registered investment management
company; (ii) officers, partners, Trustees or directors and employees of
the Funds, the Funds' affiliated corporations, or of the Funds' Advisors
and their affiliated corporations (a "Fund Employee"), the spouse or child
of a Fund Employee, a Fund Employee acting as custodian for a minor child,
any trust, pension, profit- sharing or other benefit plan for the benefit
of a Fund Employee or spouse and maintained by one of the above entities,
the employee of a broker-dealer with whom the Distributor has a sales
agreement or the spouse or child of such employee; and (iii) clients of
certain securities dealers not affiliated with the Distributor offering
programs in which the client pays a separate fee to an advisor providing
financial management or consulting services, including WRAP fee programs.
The securities dealers offering WRAP fees or similar programs may charge a
separate fee for purchases and redemptions of Institutional Shares. Neither
the Fund, the Manager, nor the Distributor receives any part of the fees
charged clients of such securities dealers or financial advisors. To qual-
ify for the purchase of Institutional Shares, Fund Employees and other per-
sons listed in section (ii) must provide the 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.
Institutional Shares are not subject to any sales charges, including fees pur-
suant to the Funds' 12b-1 Plan. Investments in Institutional Shares re-
16
<PAGE>
_______________________________________________ QUANTITATIVE GROUP OF FUNDS
quire a special Account Application. Please call 800-331-1244 for an Applica-
tion.
Making an Initial Investment
Shares of each class of a Fund may be purchased at the per share net asset
value of shares of such class next determined after the purchase order is ac-
cepted by the Fund. Orders received prior to the close of regular trading on
the New York Stock Exchange ("NYSE") (ordinarily 4:00 p.m., New York time),
will receive that evening's closing price. The Funds will accept orders for
purchases of shares on any day on which the New York Stock Exchange is open.
See Calculation of Net Asset Value on page 20. 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.
All initial investments must be accompanied by a completed Account Applica-
tion. Investors who wish to have telephone exchange or telephone redemption
privileges for their accounts must elect these options on the Account Applica-
tion. Investors completing an Account Application should carefully review the
Application and particularly consider the discussion in this Prospectus re-
garding the Funds' policies on exchanges of Fund Shares and processing of re-
demption requests. Some accounts, including IRA accounts, require a special
Account Application. See Investment Through Tax Deferred Retirement Plans on
page 18. For further information, including assistance in completing an Ac-
count Application, call the Funds' toll-free number 800-331-1244.
Investments by Check
Shares of the Funds may be purchased by sending a check payable to QUANTITA-
TIVE GROUP OF FUNDS specifying the name(s) of the Fund(s) and amount(s) of in-
vestment(s), together with the appropriate Account Application (in the case of
an initial investment) to:
Quantitative Group of Funds
Attention: Transfer Agent
55 Old Bedford Road
Lincoln, Massachusetts 01773
The account of a shareholder making an investment with a check that is not
honored for its full amount may be subject to extra charges to cover collec-
tion costs.
Automatic Investment Plan
An investor 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. A shareholder may authorize an auto-
matic withdrawal of at least $100 per Fund to be made from a credit balance in
his or her checking, NOW or similar account each month to purchase shares of
the Fund. The Automatic Investment Plan may be terminated at any time by the
shareholder, the Funds, or the Transfer Agent.
Investments by Wire
Investors desiring to make payment for a Fund's shares by wire should contact
the Transfer Agent at 800-331-1244 or their dealer or broker for wire instruc-
tions. For new accounts, a completed Account Application must precede or ac-
company payment. To ensure that a wire is credited to the proper account, in-
vestors should specify their names, the name(s) of the Fund(s) and class of
shares in which they are investing, and their account numbers. A bank may
charge a fee for wiring funds.
Investments through Brokers
Ordinary Shares may be purchased through any securities dealer with whom the
Distributor has a sales agreement. Orders received by the Distributor from
dealers or brokers will receive that evening's closing price if the orders are
received by the dealer or broker from its customer prior to 4:00 p.m., or such
other time as agreed upon by the Distributor, and are transmitted to and re-
ceived by the Distributor prior to its close of business that day.
Sales agreements may provide, among other things, that during the term there-
of, the Distributor will pay a sales fee of 1.00% of the offering price to the
dealer transmitting an order for Ordinary Shares and a service fee at an an-
nual rate of 0.25% of the average daily net asset value of Ordinary Shares
owned by shareholders with whom the dealer has a servicing relationship, or
for whom the dealer is the holder of record or dealer of record.
17
<PAGE>
QUANTITATIVE GROUP OF FUNDS ________________________________________________
Exchange of Securities for Shares of the Fund
At the discretion of the Manager and relevant Advisors, shares of a Fund may
be purchased in exchange for securities of certain companies, consistent with
a Fund's investment objectives. Additional information regarding this option
is contained in the Statement of Additional Information.
Subsequent Investments
Additional purchases of shares by a shareholder for his or her existing ac-
count in a particular Fund should identify the Fund and the shareholder's ac-
count number. Failure to specify the Fund in which the additional investment
is to be made will result in the return of the additional investment to the
shareholder. If additional investments are to be made in more than one Fund, a
shareholder should, in addition to providing his or her account numbers, iden-
tify the amount to be invested in each Fund, although payment for all addi-
tional investments may be made by a single check.
Investments Through Tax Deferred Retirement Plans
Retirement plans offer investors a number of benefits, including the chance to
shelter investment income and capital gains. Contributions to a retirement
plan also may be tax deductible. Custodial retirement accounts, including In-
dividual Retirement Accounts (IRAs), Rollover IRAs, Simplified Employee Pen-
sion Plans (SEP-IRAs), and 403(b) Accounts for employees of tax exempt insti-
tutions including schools, hospitals and charitable organizations require a
special Account Application. Please call 800-331-1244 for assistance. State
Street Bank and Trust Company acts as custodian for the Funds' tax-deferred
accounts. Custodial accounts are subject to specific fees. Other types of tax-
deferred accounts, including accounts established by a Plan Sponsor under Sec-
tion 401(k) of the Internal Revenue Code for employee benefit plans, may be
opened using the attached Account Application.
HOW TO MAKE EXCHANGES
Shareholders may exchange all or a portion of their shares for shares of a
like class in another Fund (subject to the applicable minimum). No exchanges
will be permitted from one class of shares to another class of shares of the
same or a different Fund. There is no fee for exchanges. The Trust offers Or-
dinary Shares that, depending on the individual Funds, are either no load or
subject to a 1% deferred sales charge. Exchanges generally are permitted be-
tween Ordinary Shares of each Fund. An investor owning Ordinary Shares subject
to the deferred sales charge may exchange into the no load Ordinary Shares of
the Numeric II Fund and Disciplined Growth fund without incurring the deferred
sales charge but would be assessed the deferred sales charge upon redemption
from the Fund group regardless of the character of shares held at the time of
redemption. The exchange privilege is available only in states where shares of
the Fund being acquired may legally be sold. Individual Funds may not be reg-
istered in each state. Shareholders should be aware that exchanges may produce
a gain or loss, as the case may be, for tax purposes.
Exchange transactions may be executed in writing or by telephone, if applica-
ble. Exchanges must be made between accounts that have the same name, address
and tax identification number. Exchanges will be made at the per share net as-
set value of shares of such class next determined after the exchange request
is received in good order by the Fund. Telephone requests for exchange must be
made prior to the close of regular trading on the NYSE (ordinarily 4:00 p.m.,
New York time), and will be honored only if the shareholder has elected the
telephone exchange option on the Account Application.
Neither the Funds, the Manager, the Distributor, nor the Transfer Agent will
be responsible for the authenticity of exchange instructions received by tele-
phone if they act in good faith on instructions reasonably believed to be gen-
uine. The Funds employ reasonable procedures to confirm that instructions com-
municated by telephone are genuine. It is the Funds' policy to require some
form of personal identification prior to acting upon instructions received by
telephone and to provide written confirmation of all transactions effected by
telephone.
HOW TO REDEEM
Investors may directly redeem shares of a Fund by written request, by tele-
phone, and by auto-
18
<PAGE>
_______________________________________________ QUANTITATIVE GROUP OF FUNDS
matic 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. The Transfer Agent will accept redemption requests only on
days the NYSE is open. Requests for redemption that are subject to any special
conditions or which specify a future or past effective date, except for cer-
tain notices of redemptions exceeding $250,000 (see Payment of Redemption
Amount on page 19), cannot be accepted.
Written Request for Redemption
Shareholders are entitled to redeem all or any portion of the shares credited
to their accounts by submitting a written request for redemption signed by
each registered owner 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 a shareholder redeems more than $10,000, or requests 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, the signature of the redeeming
shareholder must be signature guaranteed. The use of signature guarantees is
designed to protect both the shareholder and the Funds from the possibility of
fraudulent requests for redemption. The Transfer Agent has adopted standards
and procedures pursuant to which signature guarantees in proper form generally
will be accepted from domestic banks, brokers, dealers, credit unions, na-
tional securities exchanges, registered securities associations, clearing
agencies and savings associations. Signature guarantees by notaries public are
not acceptable. Shares may not be redeemed by facsimile request.
Requests should be sent to:
Quantitative Group of Funds
Attention: Transfer Agent
55 Old Bedford Road
Lincoln, Massachusetts 01773
Telephone Redemption
Shareholders who have authorized the Funds to accept telephone instructions on
their Account Application may redeem shares credited to their account(s) by
calling the Transfer Agent at 800-331-1244 provided that they have not changed
their address of record within the last thirty days. Requests for redemption
must be made prior to the close of regular trading on the NYSE (ordinarily
4:00 p.m., New York time). Once made, a telephone request for redemption may
not be modified or canceled. 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 instructions received by telephone reasonably believed to be genuine.
The Funds employ reasonable procedures to confirm that instructions communi-
cated by telephone are genuine. It is the Funds' policy to require some form
of personal identification prior to acting upon instructions received by tele-
phone, to provide written confirmation of all transactions effected by tele-
phone, and to mail the proceeds of telephone redemptions only to the redeeming
shareholder's address of record.
Automatic Withdrawal Plan
A shareholder with a $10,000 minimum account may request withdrawal of a spec-
ified dollar amount (a minimum of $100) on either a monthly or quarterly ba-
sis. If withdrawal payments exceed dividends, the number of shares in an ac-
count will be reduced and may eventually be depleted. An Automatic Withdrawal
Plan may be established by completing the Automatic Withdrawal Form, which is
available by calling 800-331-1244. The Automatic Withdrawal Plan may be termi-
nated at any time by the shareholder, the Funds or the Transfer Agent.
Redemption through Brokers
Shareholders may sell shares back to the Funds through selected dealers or
brokers. Shareholders should contact their securities broker or dealer for ap-
propriate instructions and for information concerning any transaction or serv-
ice fee that may be imposed by the dealer or broker. Redemption requests re-
ceived by the Distributor from dealers or brokers will receive that evening's
closing price if the requests are received by the dealer or broker from its
customer prior to 4:00 p.m., or such other time as agreed upon by the Distrib-
utor, and are transmitted to and received by the Distributor prior to its
close of business that day.
19
<PAGE>
QUANTITATIVE GROUP OF FUNDS ________________________________________________
Payment of Redemption Amount
Redemption proceeds, less a deferred sales charge of one percent (1%) for Ordi-
nary Shares where applicable, will generally be sent 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 not to honor the redemption request until the check
or monies have been collected.
Except as noted below, a deferred sales charge amounting to one percent (1%) of
the value of the shares redeemed will be withheld from the redemption proceeds
of Ordinary Shares and paid to the Distributor. Ordinary Shares of the Numeric
II Fund and Disciplined Growth Fund purchased on or after August 1, 1996 are no
load and are not subject to a deferred sales charge. Special rules apply to ex-
changes into these two Funds (see How to Make Exchanges on page 18). Ordinary
Shares of these two Funds purchased before August 1, 1996 (the "Pre-August
Shares") remain subject to a 1% deferred sales charge. Additional shares ac-
quired by reinvestment of dividends and capital gains on Pre-August Shares also
continue to be subject to the 1% deferred sales charge on Pre-August Shares.
Because of this deferred sales charge, prospective investors should purchase
Ordinary Shares only as a long- term investment. The deferred sales charge is
not imposed in the case of: (i) of Institutional Shares; (ii) involuntary re-
demptions; (iii) redemptions of shares tendered for exchange; and (iv) redemp-
tions of shares held by contributory plans qualified under Section 401(k) of
the Internal Revenue Code of 1986. In addition, the deferred sales charge will
not be imposed on redemptions of Ordinary Shares made by Fund Employees and re-
lated persons qualified to purchase Institutional Shares.
Redemptions in Excess of $250,000
To the extent consistent with state and federal law, the Funds may make payment
of the redemption price either in cash or in kind. Pursuant to Rule 18f-1 under
the Investment Company Act of 1940, the Funds have elected to pay in cash all
requests for redemption by any shareholder of record, but may limit such cash
in respect to each shareholder of a Fund during any 90-day period to the lesser
of $250,000 or one percent (1%) of the net asset value of such Fund at the be-
ginning of such period. In case of a redemption in kind, securities delivered
in payment for shares of a particular class of a Fund would be valued at the
same value assigned to them in computing the net asset value per share of such
class. Shareholders receiving such securities incur brokerage costs when the
securities are sold.
The above limitation notwithstanding, if a shareholder elects to redeem shares
valued at more than $250,000 from any one account in either class of a Fund in
a 90-day period, the redemption proceeds will be paid in cash if the share-
holder provides the Funds at least 30 days prior to the date of the proposed
redemption transaction, with an unconditional instruction to redeem such shares
on that date. The instruction must specify the dollar amount or number of
shares to be redeemed and the date of the transaction, a minimum of 30 days af-
ter receipt of the instruction by the Funds. The instruction may be made by
telephone if the shareholder has authorized the Funds to accept such an in-
struction. If the shareholder has not done so, the instruction must be in writ-
ing with all signatures guaranteed. Shares will be redeemed at their net asset
value on the date specified in the instruction and the redemption proceeds,
less any applicable deferred sales charge will, in the absence of a request
that the proceeds be wired or sent by electronic funds transfer, be sent by
check to the shareholder's address as it appears on his or her account regis-
tration.
If an unconditional instruction to redeem shares valued at more than $250,000
on a specified date is subsequently canceled by a shareholder, the Funds will
not accept a like instruction from such shareholder for a period of 90 days
from the date of cancellation.
CALCULATION OF NET ASSET VALUE
Net asset value per share of each class of shares of a Fund will be determined
as of close of market on the NYSE on each day on which the NYSE is open for
trading, in the following manner: se-
20
<PAGE>
_______________________________________________ QUANTITATIVE GROUP OF FUNDS
curities for which market quotations are readily available shall be valued at
market value, which is determined by using the last reported sale price on the
primary exchange or market for each such security, or, if no sales are re-
ported as in the case of some securities traded over-the-counter, the mean be-
tween the last reported bid and asked prices. Securities quoted in foreign
currencies are translated into U.S. dollars based upon the prevailing exchange
rate of each business day. Short-term notes having remaining maturities of 60
days or less are stated at amortized cost, which approximates market, subject
to a determination by the Trustees that this method represents fair value. All
other securities and assets, including any restricted securities, will be val-
ued at their fair value as determined in good faith by the Trustees. Liabili-
ties are deducted from the total, and the resulting amount is divided by the
number of shares outstanding to produce the "net asset value" per share.
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.
All dividends and/or 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 the election of each shareholder, in cash. Shareholders
also may elect to have income dividends paid in cash and capital gains distri-
butions paid in additional shares at net asset value. All distributions,
whether received in shares or cash, are taxable and must be reported by each
shareholder on Federal income tax returns.
Taxation
It is the policy of each Fund offered to the public to qualify as a "regulated
investment company" by complying with provisions of the Internal Revenue Code
relieving investment companies which distribute substantially all of their net
income (both net investment income and net realized capital gains) from fed-
eral income tax on the amounts distributed.
For federal income tax purposes, distributions paid from each Fund's net in-
vestment income and from any net realized short-term capital gains are taxable
to shareholders as ordinary income, whether received in cash or in additional
shares. Distributions paid from long-term capital gains are taxable as long-
term capital gains, whether received in cash or additional shares and regard-
less of how long a shareholder has held the shares. Any distribution which is
declared in October, November or December payable to shareholders of record on
any date in those months and paid by January 31 of the next year will be
treated as paid on December 31. Distributions on Fund shares received shortly
after their purchase are subject to federal income taxes, although such dis-
tributions may in effect be a return of capital.
The federal tax laws impose a four percent nondeductible excise tax on each
"regulated investment company" with respect to the amount, if any, by which
such "regulated investment company" does not meet distribution requirements
specified in the federal tax laws. Each Fund intends to comply with the dis-
tribution requirements and thus does not expect to incur the four percent non-
deductible excise tax.
Annually, shareholders of each Fund will receive information as to the federal
tax status of distributions received from such Fund.
PORTFOLIO SECURITIES
Equity Securities
Each of the Funds will invest primarily in common stocks. The Funds also may
invest in other types of equity securities such as preferred stocks, convert-
ible securities, warrants and options. The International Equity Fund and For-
eign Frontier Fund must invest at least 65% of their assets in equity securi-
ties of foreign issuers.
Convertible Securities
Each of the Funds may invest in convertible securities, such as convertible
debentures, bonds and
21
<PAGE>
QUANTITATIVE GROUP OF FUNDS ________________________________________________
preferred stock, that 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 al-
low a Fund the opportunity to purchase the common stock at below market price
or, conversely, render the right of conversion worthless. The Funds will in-
vest in convertible securities primarily for their equity characteristics.
Investment Companies
The International Equity Fund and Foreign Frontier Fund may invest up to 10%
of their assets in closed-end country funds whose shares are traded in the
United States. Investments in closed-end funds may allow the Funds 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 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. Invest-
ments in closed-end funds by the Funds are subject to limitations under the
Investment Company Act.
Short-term Debt Obligations
Each of the Funds may invest in Short-term Debt Obligations. Short-term Debt
Obligations may include obligations of the U.S. government (and in the case of
the International Equity Fund and Foreign Frontier Fund, securities of foreign
governments). U.S. government securities purchased by a Fund will be backed by
the full faith and credit of the United States. Short-term Debt Obligations
also may include certificates of deposit and bankers acceptances issued by
U.S. banks (and, in the case of the International Equity Fund and Foreign
Frontier Fund, foreign banks) having deposits in excess of $2 billion; commer-
cial paper; short-term corporate bonds; debentures; and notes; all with one
year or less to maturity. Investments in commercial paper are limited to obli-
gations (i) rated Prime 1 by Moody's Investors Service, Inc. or A-1 by Stan-
dard & Poor's Corporation, or in the case of any instrument that is not rated,
of comparable quality as determined by the Advisor, or (ii) issued by compa-
nies having an outstanding debt issue currently rated Aaa or Aa by Moody's or
AAA or AA by Standard & Poor's. Investments in other corporate obligations are
limited to those having a maturity of one year or less and rated Aaa or Aa by
Moody's or AAA or AA by Standard & Poor's. Short-term Debt Obligations also
may include repurchase agreements. Investment grade securities are securities
rated in one of the top four statistical rating categories by a nationally
recognized statistical ratings organization (NRSRO) such as Moody's Investor
Service, Inc. or Standard & Poor's. Fixed-income securities, unless rated A or
higher by Standard & Poor's Corporation or by Moody's Investors Service, Inc.,
may have some speculative characteristics. See Other Investment Practices in
the Statement of Additional Information for a description of the ratings cate-
gories. The value of fixed-income securities may fluctuate inversely to the
direction of interest rate changes.
OTHER INVESTMENT PRACTICES
Portfolio Turnover
A change in securities held by a Fund is known as "portfolio turnover" and al-
most 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 deci-
sions by any Fund.
While it is, of course, impossible to predict portfolio turnover rates in fu-
ture years, portfolio turnover for the Disciplined Growth Fund, may range from
150% to 300% or more, depending upon market conditions. Portfolio turnover is
not expected to exceed 125% for the Growth and Income Fund, or 100% for the
Numeric Fund, Numeric II Fund, International Equity Fund and the Foreign Fron-
tier Fund.
22
<PAGE>
_______________________________________________ QUANTITATIVE GROUP OF FUNDS
The portfolio turnover rates for the Funds for their fiscal years 1995 (April
1, 1994 to March 31, 1995) and 1996 (April 1, 1995 to March 31, 1996) were as
follows:
<TABLE>
<CAPTION>
1995 1996
<S> <C> <C>
Numeric Fund.......................................................... 320% 324%
(Ordinary and Institutional Shares) Numeric II Fund................... 0% 181%
(Ordinary and Institutional Shares)* Disciplined Growth Fund.......... 18% 307%
(Ordinary and Institutional Shares)* Growth and Income Fund........... 121% 152%
(Ordinary and Institutional Shares) International Equity Fund......... 46% 43%
(Ordinary and Institutional Shares) Foreign Frontier Fund............. 11% 9%
(Ordinary and Institutional Shares)*
</TABLE>
* Numeric II Fund Ordinary Shares and Disciplined Growth Fund Ordinary Shares
commenced operations on October 3, 1994. Foreign Frontier Fund Ordinary
Shares commenced operations on August 8, 1994. There were no outstanding In-
stitutional Shares of the Numeric II Fund, Disciplined Growth Fund, and For-
eign Frontier Fund during the Fund's fiscal year end 1995, and no outstand-
ing Institutional Shares of Foreign Frontier Fund during the Fund's fiscal
year end 1996.
Securities Loans
Each Fund may make secured, short-term loans to broker-dealers of its portfo-
lio securities amounting to not more than 30% of its total assets. The risks
in lending portfolio securities, as with other extensions of credit, consist
of possible delay in recovery of the securities or possible loss of rights in
the collateral should the borrower fail financially.
Options
The Numeric II Fund, Disciplined Growth Fund, and Foreign Frontier Fund may
purchase put options and call options on widely recognized securities indices,
as well as the common stock of individual companies or baskets of individual
companies' stocks in a particular industry or sector. The Numeric Fund may
purchase put and call options on stock index futures and on stock indices. The
Numeric Fund, Numeric II Fund, Disciplined Growth Fund, Growth and Income Fund
and Foreign Frontier Fund may each write covered call options on common stocks
in their portfolios to realize a greater current return, to provide greater
flexibility in disposing of such securities, or to partially hedge a possible
stock market decline. A Fund receives a premium on the sale of an option, but
gives up the opportunity to profit from any increase in the price of the stock
above the exercise price of the option and retains the risk of loss should the
value of the underlying security decline. There can be no assurance that a
Fund will always be able to close out options positions at acceptable prices.
Both the options themselves, as well as the underlying securities, will be
traded on national securities exchanges. The aggregate value of the securities
underlying the options may not exceed 25% of a Fund's net assets. Any gains or
losses realized by a Fund as a result of its investment in options will depend
on the portfolio manager's ability to predict correctly the direction of stock
prices, interest rates and other economic factors. See the Statement of Addi-
tional Information.
Short Sales
The Numeric II Fund and Disciplined Growth Fund may engage in short sales of
securities by selling securities they do not own in anticipation of a decline
in the market value of the securities. The risk involved in these short sales
is that a Fund will experience a loss if there is an increase in the price in
the security sold short. No securities will be sold short if, after giving ef-
fect to any short sales, the value of all securities sold short would exceed
25% of the Funds' net assets. All six Funds may sell short securities identi-
cal to ones that they own in their portfolios. Such transactions, which are
known as "shorting against the box," may be made for the purpose of deferring
realization of gain or loss for federal income tax purposes.
Foreign Currency Transactions
The International Equity Fund and Foreign Frontier Fund may engage in 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
23
<PAGE>
QUANTITATIVE GROUP OF FUNDS ________________________________________________
currencies. The Funds will generally not enter into a forward contract with a
term of greater than one year. For each Fund, the Fund's Custodian will place
cash or liquid debt securities into a segregated account of the Fund in an
amount equal to the value of the Fund's total assets committed to the consum-
mation of forward foreign currency exchange contracts. If the value of the se-
curities placed in the segregated account declines, additional cash or securi-
ties will be placed in the account on a daily basis so that the value of the
account will equal the amount of the Fund's commitments with respect to such
contracts.
The International Equity Fund and Foreign Frontier Fund may 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. Second, when it appears that the currency of a particular foreign
country may experience an adverse movement against the U.S. dollar, it may en-
ter into a forward contract to sell an amount of the foreign currency approxi-
mating the value of some or all of the Fund's portfolio securities denominated
in such foreign currency. At all times, however, at least 25% of the Fund's
assets would not be subject to such contracts. The effect a substantial com-
mitment of a Fund's assets to forward contracts would have on the investment
program of the Fund and the flexibility of the Fund to purchase additional se-
curities are among the factors considered in determining whether to enter into
such contracts. Although forward contracts will be used primarily to protect
the Fund from adverse currency movements, they also involve the risk that an-
ticipated currency movements will not be accurately predicted.
Except as specified below, and as described under Investment Restrictions of
the Funds in the Statement of Additional Information, the foregoing investment
practices are not fundamental and the Trustees may vote to change the policies
as to any Fund without an affirmative vote of a "majority of the outstanding
voting securities" (as defined in Investment Restrictions of the Funds) of
such Fund.
Investment Restrictions
Specific investment restrictions help each Fund limit investment risks for its
shareholders. These restrictions prohibit any Fund from: acquiring more than
10% of any class of securities of any issuer, or more than 10% of the voting
securities of any issuer; investing more than 10% of its net assets in securi-
ties of companies (including predecessors) less than three years old, securi-
ties which are not readily marketable, restricted securities, and in repur-
chase agreements that have a maturity longer than seven days; or investing
more than 25% of its total assets in any one industry; or investing more than
15% of its assets in illiquid securities.
Other significant investment restrictions include the following fundamental
policies which, like a Fund's investment objectives, may not be changed as to
any Fund without the affirmative vote of a majority of such Fund's outstanding
voting securities.
(1) A Fund may not make short sales of securities or maintain a short posi-
tion, unless (a) with respect to the Numeric II Fund and Disciplined Growth
Fund, the conditions set forth under Short Sales are met; or (b)(i) 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 (ii) not more than 10% of
the Fund's net assets (taken at current value) are 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.
(2) A Fund may not 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 se-
curities so long as its borrowings amount to more than 5% of its total
24
<PAGE>
_______________________________________________ QUANTITATIVE GROUP OF FUNDS
assets. (For purposes of this restriction, collateral arrangements with re-
spect 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 pur-
chase or sale of stock index futures or the purchase of related options are
deemed to be the issuance of a senior security).
(3) A Fund may not write, purchase or sell puts, calls or combinations there-
of, except that: (i) the Numeric Fund, Numeric II Fund, Disciplined Growth
Fund, Growth and Income Fund, and Foreign Frontier Fund may each write covered
call options with respect to all of their portfolio securities; (ii) the Nu-
meric II Fund, Disciplined Growth Fund, and Foreign Frontier Fund may purchase
put options and call options on widely recognized securities indices, common
stock of individual companies or baskets of individual companies in a particu-
lar industry or sector; (iii) the Numeric Fund, Numeric II Fund, Disciplined
Growth Fund, Growth and Income Fund and Foreign Frontier Fund may each write
covered call options on common stocks in their portfolios; (iv) the Numeric
Fund may purchase put and call options on stock index futures and on stock in-
dices; (v) the International Equity Fund may purchase and write call options
on stock index futures and on stock indices; and (vi) each of the Funds may
sell and purchase such options to terminate existing positions.
Although these policies envision a Fund maintaining a position in a stock in-
dex 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.
The Funds have undertaken to a state securities authority that, so long as the
state authority requires and shares of a Fund are registered for sale in that
state, that Fund will not (1) purchase securities on margin except to obtain
such short-term credits as are necessary for the clearance of purchases and
sales of securities, and except for short selling as described above; (2) loan
portfolio securities unless collateral values are continuously maintained at
no less than 100% by marking to market daily; (3) invest in warrants other
than warrants acquired by a Fund in units or attached to securities; and (4)
invest in oil, gas, and other mineral leases or in real estate limited part-
nerships.
PERFORMANCE DATA
Further information about the performance of the Funds is available in the an-
nual reports to shareholders of the Fund, which may be obtained free of charge
by calling 800-331-1244.
From time to time, the Funds may advertise their performance in various ways.
These methods include providing information on the returns of the Funds, such
as average annual total return, and comparing the performance of the Funds to
relevant benchmarks. In reports to shareholders or other literature, the Funds
may compare their performance to that of other mutual funds with similar in-
vestment objectives and to stock or other relevant indices. Performance infor-
mation, rankings, ratings, published editorial comments and listings reported
in national financial publications also may be used in computing performance
of the Funds (if the Funds are listed in any such publication). In making such
comparisons, the Funds may from time to time include a total return figure for
Ordinary Shares that does not take into account the 1% deferred sales charge,
in order to make a more accurate comparison to other measures of investment
return. When the period since inception is less than one year, the total re-
turn quoted will be the aggregate return for the period. See Performance Mea-
sures in the Statement of Additional Information.
THE QUANTITATIVE GROUP
All of the Funds are series of Quantitative Group of Funds (the "Trust"),
which was established in 1983 as a business trust under Massachusetts law. The
Trust initially was established as the U.S. Boston Investment Company and was
renamed the Quantitative Group of Funds in 1993. The Trust has an unlimited
authorized number of shares of beneficial interest that may, without share-
holder 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 six series of shares, the Funds. These shares are enti-
tled to vote at any
25
<PAGE>
QUANTITATIVE GROUP OF FUNDS ________________________________________________
meeting of shareholders. Matters submitted to shareholder vote must be approved
by each Fund separately except (i) when required by the Investment Company Act
of 1940 shares shall be voted together as a single class and (ii) when the
Trustees have determined that the matter does not affect each Fund, then only
shareholders of the Fund(s) affected shall be entitled to vote on the matter.
Shares are freely transferable, and are entitled to dividends as declared by
the Trustees. In liquidation of a Fund, shareholders are entitled to receive
the net assets of their Fund, but not of the other Funds. The Funds do not gen-
erally hold annual meetings of shareholders and will do so only when required
by law. Shareholders may remove Trustees from office by votes cast in person or
by proxy at a meeting of shareholders, or by written consent.
26
<PAGE>
QUANTITATIVE GROUP OF FUNDS
55 Old Bedford Road
Lincoln, MA 01773
1-800-331-1244
MANAGER
Quantitative Advisors, Inc.
55 Old Bedford Road
Lincoln, MA 01773
ADVISORS
Boston International Advisors, Inc. Columbia Partners, LLC,
75 State Street Investment Management
Boston, MA 02109 1701 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
LBS Capital Management, Inc. State Street Bank and Trust Company
311 Park Place Boulevard, Suite 330 225 Franklin Street
Clearwater, FL 34619 Boston, MA 02110
DISTRIBUTOR
U.S. Boston Capital Corporation
55 Old Bedford Road
Lincoln, MA 01773
CUSTODIAN
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
TRANSFER AGENT
Quantitative Institutional Services
55 Old Bedford Road
Lincoln, MA 01773
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
160 Federal Street
Boston, MA 02110
<PAGE>
Quantitative Group of Funds
55 Old Bedford Road Lincoln, MA 01773 800-331-1244
<PAGE>
QUANTITATIVE GROUP OF FUNDS
Do not use this application for an IRA account. For an IRA application or help
with this Application, please call us at 800-331-1244.
Mail to:
Quantitative Group of Funds
Attention: Transfer Agent
55 Old Bedford Road Lincoln, MA 01773
1.ACCOUNT REGISTRATION
(check one):
[_] INDIVIDUAL OR JOINT ACCOUNT:
------------------------------------------------------------------------------
First Name Middle Initial Last Name
------------------------------------------------------------------------------
Applicant's Social Security No.
[_] U.S. [_] Other
------------------------------------------------------------------------------
Citizenship of Applicant Specify
------------------------------------------------------------------------------
First Name Middle Initial Last Name
of Joint Owner
------------------------------------------------------------------------------
Applicant's Social Security No.
[_] U.S. [_] Other
------------------------------------------------------------------------------
Citizenship of Applicant Specify
JOINT ACCOUNTS WILL BE REGISTERED AS JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP,
UNLESS OTHERWISE SPECIFIED.
[_] GIFT TO MINOR:
_____________________________________________________________ as custodian for
Custodian's Name (Only one custodian permitted)
____________________________________________________________________ under the
Minor's Name (Only one minor permitted)
______________________________________ Uniform Gifts/Transfers to Minor's Act.
State
--------------------- --------------------------------------------------------
Minor's Social Date of Birth
Security No.
[_] CORPORATION, PARTNERSHIP,
TRUST OR OTHER ENTITY
------------------------------------------------------------------------------
Name of corporation or other entity; if trustee, include date of trust
instrument.
------------------------------------------------------------------------------
Type of Entity Entity's Taxpayer Identification Number
ORDINARY SHARE ACCOUNT APPLICATION
2.ADDRESS, TELEPHONE AND
OCCUPATION
- --------------------------------------------------------------------------------
Street Address Apartment or Box Number
- --------------------------------------------------------------------------------
City State Zip Code
( ) ( )
- --------------------------------------------------------------------------------
Telephone: (daytime) (evening)
Applicant's Occupation and Employer
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Joint Owner's Occupation and Employer
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
3.INVESTMENT SELECTIONS
Ordinary Shares of the following ($5,000 minimum, except for IRA, UGMA and
Automatic Investment Plan accounts.)
U.S. EQUITY FUNDS:
<TABLE>
<S> <C>
[_] Quantitative Numeric $
-----
[_] Quantitative Numeric II $
-----
[_] Quantitative Disciplined Growth $
-----
[_] Quantitative Growth and Income $
-----
INTERNATIONAL FUNDS:
[_] Quantitative International Equity $
-----
[_] Quantitative Foreign Frontier $
-----
TOTAL: $
</TABLE>
Please make your check payable to:
QUANTITATIVE GROUP OF FUNDS
PLEASE CONTINUE APPLICATION ON THE REVERSE SIDE.
<PAGE>
4.DISTRIBUTION OPTIONS
All income dividends and capital gains will be reinvested in additional shares
of the Fund(s) you select unless you check one or both of the following boxes.
[_] Pay all income in cash.
-
-Pay all capital gains in cash.
5. TELEPHONE EXCHANGE AND REDEMPTION
To use either or both of these options, you must initial the appropriate line
below.
I authorize you to accept any instructions from me or any other registered
owner of the account by telephone, or in writing, without a signature guaran-
tee, to:
- -------- ------------- Exchange shares for shares of another Fund.
initial jt. initial
- -------- ------------- Redeem shares, and send the proceeds to the address of
initial jt. initial record.
- -------------------------------------------------------------------------------
Mother's Maiden Name (for individual, joint, and UGMA accounts only). Joint
accounts - supply for first owner; UGMA accounts - supply for custodian.
6. AUTOMATIC INVESTMENT PLAN($1,000 minimum initial contribution)
[_] I/We authorize you to withdraw from my/our bank account $ ($100 minimum
per Fund) on a monthly basis on or about the twentieth of each month to be in-
vested in Ordinary Shares of (name of Fund)
- -------------------------------------------------------------------------------
under the terms set forth in the Prospectus.
Name of Bank ABA Number
PLEASE ATTACH AN UNSIGNED, VOIDED CHECK.
7. SIGNATURES
Each of the undersigned certifies that:
. I am of legal age, have received and read the Prospectus, agree to its terms
and understand that those terms are incorporated in this Account Application
by reference.
. I understand that all information provided in sections 1, 2 and 5 will apply
to any new Fund(s) into which my shares may be exchanged.
. If I have elected the telephone exchange and/or telephone redemption op-
tions, I understand that this authorization will be applicable to any of the
Funds. I hereby ratify any instructions given pursuant to the above election
and agree that neither the Funds, the Distributor, nor the Transfer Agent
will be liable for any loss, liability, cost, or expense for acting upon
such instructions believed by them to be genuine in accordance with the
terms of the Prospectus.
. If I have elected the Automatic Investment Plan, I agree to reimburse Quan-
titative Group of Funds and/or its affiliated companies for any expenses or
losses that they may incur in connection with my investments, including any
incurred by my bank's failure to act in accordance with my request.
. UNDER PENALTIES OF PERJURY, I CERTIFY (1) THAT THIS ACCOUNT APPLICATION
STATES MY CORRECT TAXPAYER IDENTIFICATION NUMBER AND (2) THAT I AM NOT SUB-
JECT TO BACKUP WITHHOLDING BECAUSE (A) I HAVE NOT BEEN NOTIFIED THAT I AM
SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF FAILURE TO REPORT ALL INTEREST
OR DIVIDENDS, OR (B) THE INTERNAL REVENUE SERVICE HAS NOTIFIED ME THAT I AM
NO LONGER SUBJECT TO BACKUP WITHHOLDING. (IF YOU ARE SUBJECT TO BACKUP WITH-
HOLDING DUE TO NOTIFIED SHAREHOLDER UNDERREPORTING, STRIKE OUT CLAUSE (2).)
(THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION
OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP
WITHHOLDING.)
_______________________________________________________________________________
Signature of Applicant Date
_______________________________________________________________________________
Print Name Title (If Applicable)
_______________________________________________________________________________
Signature of Joint Owner Date
_______________________________________________________________________________
Print Name Title (If Applicable)
(If you are signing for a corporation, you must indicate corporate office or
title. If you wish additional signatories on the account, please include a
corporate resolution. If signing as a fiduciary, you must indicate capacity.)
For information on additional options, such as IRA Account Applications,
rollover requests for qualified retirement plans, Institutional Share Applica-
tions, or for wire instructions, please call us at 800-331-1244.
DEALER OR ADVISER
(FOR BROKER-DEALER USE ONLY)
___________________________________
Firm Rep. No.
<PAGE>
QUANTITATIVE GROUP OF FUNDS
Statement of Additional Information
-----------------------------------
August 1, 1996, as revised August 8, 1996
-------------------------------------------
This Statement of Additional Information contains information which may be of
interest to investors but which is not included in the Prospectus of
Quantitative Group of Funds (the "Trust"). This Statement is not a Prospectus
and is only authorized for distribution when accompanied by the Prospectus of
the Trust dated August 1, 1996, as revised August 8, 1996 and should be read in
conjunction with the Prospectus. Investors may obtain a free copy of the
Prospectus by writing Quantitative Group of Funds, 55 Old Bedford Road
Lincoln, MA 01773.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
INVESTMENT OBJECTIVES AND POLICIES ................................. 2
MANAGEMENT OF THE FUNDS ............................................ 2
PORTFOLIO TRANSACTIONS ............................................. 7
HOW TO INVEST ...................................................... 8
HOW TO MAKE EXCHANGES .............................................. 10
HOW TO REDEEM ...................................................... 10
CALCULATION OF NET ASSET VALUE ..................................... 11
DISTRIBUTIONS ...................................................... 12
TAXATION ........................................................... 12
OTHER INVESTMENT PRACTICES ......................................... 14
INVESTMENT RESTRICTIONS OF THE FUNDS ............................... 18
PERFORMANCE MEASURES ............................................... 19
THE QUANTITATIVE GROUP ............................................. 21
EXPERTS ............................................................ 22
FINANCIAL STATEMENTS ............................................... 23
</TABLE>
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The investment objectives and policies of the Funds are summarized in the
text of the Prospectus following the captions Quick Reference Guide - The
---------------------------
Quantitative Funds and Investment Objectives and Policies. There is no
- ------------------ ----------------------------------
assurance that those objectives will be achieved. This Statement contains
certain additional information about those objectives and policies.
MANAGEMENT OF THE FUNDS
<TABLE>
<CAPTION>
Trustees and Officers
- ---------------------
Position with
Distributor, U.S.
Position Boston Capital
Name and Address+ with Fund Principal Occupation** Corporation
- ----------------- --------- ---------------------- -----------
<C> <C> <S> <C>
ROBERT M. ARMSTRONG Trustee President, Alumni Career None
Services, Inc. (consulting
firm) formerly
Director of Alumni
Career Services, Harvard
University, Graduate
School of Business
Administration
EDWARD A. BOND, JR. Trustee President, Bond Brothers Inc. None
(general contractors).
JOHN M. BULBROOK Trustee President, John M. Bulbrook None
Insurance Agency, Inc.
EDWARD E. BURROWS Trustee Independent consulting None
actuary - employee benefit
plans; formerly Vice President
and Director of Actuarial Services,
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, PC
(law firm/consulting);
formerly President, The Pentad
Corporation (employee benefit
consultants and actuaries).
MARK A. KATZOFF Clerk Vice President - Counsel, U.S. Vice
President - Counsel
Boston Capital Corporation,
formerly Attorney in private
practice
JOSEPH H. NEWBERG Trustee. Partner, Sullivan & Worcester None
(law firm).
LEON OKUROWSKI* Trustee,
Vice
President Director and Vice Director and
President, Vice President
U.S. Boston Capital
Corporation
EDWARD L. PITTMAN President, President and Treasurer, None
Treasurer Quantitative Advisors, Inc.
WILLARD L. UMPHREY*, Trustee Director, President, and Director,
Treasurer U.S. Boston President,
</TABLE>
2
<PAGE>
Capital Corporation
Mr. Pittman and Mr. Umphrey are brothers-in-law.
+The mailing address of each of the officers and Trustees is 55 Old Bedford
Road, Lincoln, Massachusetts 01773.
*Messrs. Umphrey and Okurowski are "interested persons" (as defined in the
Investment Company Act of 1940) of the Funds, the Manager or an Advisor.
**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.
Each Trustee receives an annual fee of $4,000. For services rendered during
the fiscal year ended March 31, 1996, the Fund paid Trustees' fees aggregating
$20,400.
The following Compensation Table provides, in tabular form, the following
data:
Column (1) All trustees who receive compensation from the Trust.
Column (2) Aggregate compensation received by a trustee from all series of the
Trust.
Columns (3) and (4) Pension or retirement benefits accrued or proposed to be
paid by the Trust. The Trust does not pay its Trustees such benefits.
Column (5) Total compensation received by a trustee from the Trust plus
compensation received from all funds managed by the Manager for which a trustee
serves. As there are no such funds other than this series of the Trust, this
figure is identical to column (2).
Compensation Table
for the fiscal year ended March 31, 1996
<TABLE>
<CAPTION>
Pension or Total
Retirement Estimated Compensation
Aggregate Benefits Accrued Annual From the Trust
Name of Person, Compensation As Part of Upon and
Position from the Trust Expenses Retirement Paid to Trustee
<S> <C> <C> <C> <C>
Robert M. Armstrong, $2,914 N/A N/A $2,914
Trustee
Edward A. Bond, Jr. $2,914 N/A N/A $2,914
Trustee
John M Bulbrook, $2,914 N/A N/A $2,914
Trustee
Edward E. Burrows, $2,914 N/A N/A $2,914
Trustee
Joseph H. Newberg, $2,914 N/A N/A $2,914
Trustee
Leon Okurowski, $2,914 N/A N/A $2,914
Trustee
Willard L. Umphrey, $2,914 N/A N/A $2,914
Trustee
</TABLE>
3
<PAGE>
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.
Messrs. Pittman, Umphrey and Okurowski, as officers of the Manager and the
Distributor, will benefit from the management and distribution fees paid or
allowed by the Funds and from brokerage commissions received by U.S. Boston
Capital Corporation in connection with the purchase and sale of the Funds'
portfolio securities.
At June 30, 1996, the officers and Trustees as a group owned in the
aggregate 2.57% of the outstanding Ordinary Shares of the Numeric Fund, 3.99% of
the outstanding Ordinary Shares of the Numeric II Fund, 0.45% of the outstanding
Ordinary Shares of the Disciplined Growth Fund, 1.08% of the outstanding
Ordinary Shares of the Growth and Income Fund, 3.31% of the outstanding Ordinary
Shares of the International Equity Fund, and 4.48% of the outstanding Ordinary
Shares of the Foreign Frontier Fund. Officers and Trustees owned no
Institutional Shares. On the same date, each of the following persons owned 5%
or more of the then outstanding Institutional Shares of the Numeric Fund:
<TABLE>
<CAPTION>
Name and Address % of Outstanding Institutional Shares
---------------- -------------------------------------
<S> <C>
Charles Schwab and Co., Inc. 29.02%
San Francisco, CA
Pershing Division of Donaldson, Lufkin & Jenrette 36.32%
Jersey City, NJ
Ms. Barbara Jordan 7.27%
Boston, MA
Sunkist Growers, Inc. 11.35%
Pasadena, CA
On the same date, each of the following persons owned 5% or more of the then
outstanding Ordinary Shares of the Numeric II Fund:
<CAPTION>
Name and Address % of Outstanding Ordinary Shares
---------------- --------------------------------
<S> <C>
Mr. George H. Howell
Wayland, MA 12.15%
Edward H. McCall, DDS and
Edward H. McCall, Jr., DDS, PC
Woburn, MA 8.59%
On the same date, each of the following persons owned 5% or more of the then
outstanding Institutional Shares of the Numeric II Fund:
<CAPTION>
Name and Address % of Outstanding Institutional Shares
---------------- -------------------------------------
<S> <C>
Charles Schwab and Co., Inc.
San Francisco, CA 25.49%
National Financial Services Corp.
New York, NY 74.12%
</TABLE>
4
<PAGE>
On the same date, each of the following persons owned 5% or more of the then
outstanding Ordinary Shares of the Disciplined Growth Fund:
<TABLE>
<CAPTION>
Name and Address % of Outstanding Ordinary Shares
---------------- --------------------------------
<S> <C>
Mr. William K. Durr
Naples, FL 10.14%
Government Employees Association, Inc.
Banner Elk, NC 6.02%
Mr. George H. Howell
Wayland, MA 18.60%
Lexington Medical Associates
Lexington, MA 5.05%
On the same date, each of the following persons owned 5% or more of the then
outstanding Institutional Shares of the Disciplined Growth Fund:
<CAPTION>
Name and Address % of Outstanding Ordinary Shares
---------------- --------------------------------
<S> <C>
Charles Schwab and Co., Inc.
San Francisco, CA 8.83%
FTC & Co., Datalynx
Denver, CO 83.41%
Waterhouse Securities
New York, NY 8.27%
On the same date, each of the following persons owned 5% or more of the then
outstanding Institutional Shares of the Growth and Income Fund:
<CAPTION>
Name and Address % of Outstanding Institutional Shares
---------------- -------------------------------------
<S> <C>
Charles Schwab and Co., Inc.
San Francisco, CA 10.85%
Dover Instrument Corporation
Westboro, MA 65.22%
Mr. William K. Durr
Naples, FL 20.55%
On the same date the following person owned 5% or more of the then outstanding
Institutional Shares of the International Equity Fund:
Dover Instrument Corporation
Westboro, MA 100.00%
On the same date the following person owned 5% or more of the then outstanding
Ordinary Shares of the Foreign Frontier Fund:
Mr. William K. Durr
Naples, FL 5.65%
</TABLE>
5
<PAGE>
On the same date the following person owned 5% or more of the then outstanding
Institutional Shares of the Foreign Frontier Fund:
<TABLE>
<CAPTION>
<S> <C>
Strafe & Co.
Westerville, OH 100.00%
</TABLE>
Management Contract
- -------------------
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" 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 its proportionate share
of insurance premiums and professional association dues or assessments. All
general Fund expenses are allocated among and charged to the assets of the
respective Funds on a basis that the Trustees deem fair and equitable, which may
be based on the relative net assets of each Fund or the nature of the services
performed and relative applicability to each Fund. The Funds are also
responsible for such non recurring expenses as may arise, including litigation
in which the Funds may be a party, and other expenses as determined by the
Trustees. The Funds may have an obligation to indemnify their officers and
Trustees with respect to such litigation.
For services rendered to the Numeric Fund during the fiscal years ended
March 31, 1996, 1995, and 1994, the Manager received fees of $1,093,661,
$798,100 and $486,5009. $182,131, and $252,941, respectively. For services
rendered to the Numeric II Fund during the fiscal years ended March 31, 1996 and
1995, the Manager earned fees of $39,593 and $459 respectively, a portion of
which were waived by the Manager. For services rendered to the Disciplined
Growth Fund during the fiscal years ended March 31, 1996 and 1995, the Manager
earned fees of $11,066 and $1,063, all of which were waived by the Manager. For
services rendered to the Growth and Income Fund during the fiscal years ended
March 31, 1996, 1995, and 1994, the Manager received fees of $321,748, $289,909
and $350,477 respectively. For services rendered to the International Equity
Fund during the fiscal years ended March 31, 1996, 1995, and 1994, the Manager
received fees of $321,897, $293,485 and $211,084, respectively. For services
rendered to the Foreign Frontier Fund during the fiscal years ended March 31,
1996 and 1995, the Manager received fees of $50,458 and $15,736 respectively.
Such fees were rebated by the Manager to the extent required to comply with its
undertaking to assume certain expenses of the Numeric Fund, the Growth and
Income Fund, and the International Equity Fund and the Numeric Fund (including
the Manager's compensation) in excess of 2% of such Fund's average net assets.
The Funds have undertaken to a state securities authority that, so long as the
state authority requires and shares of the Funds are registered for sale in that
state, the aggregate annual expenses of a Fund for any fiscal year shall not
exceed 2.5% of the first $30,000,000 of average net assets, 2.0% of the next $70
million of average net assets and 1.5% of the average net assets in excess of
$100 million. Fund expenses subject to this limitation are exclusive of
brokerage costs, interest, taxes, fees paid pursuant to the 12b-1 Plan and
extraordinary expenses including, but not limited to, the incremental costs of
custody associated with foreign securities.
Advisory Contracts
- ------------------
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" 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
6
<PAGE>
Manager on not less that 30 nor more than 60 days' written notice or by the
particular Advisor on not less that 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 only by 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.
Distributor and Distribution Plan
- ---------------------------------
The principal terms of the Funds' Distribution Agreement with U.S. Boston
Capital Corporation, the principal distributor of the Funds' shares ( the
"Distributor"), are described in the prospectus under the caption Management of
-------------
the Funds - Distributor and Distribution Plan.
- ---------------------------------------------
To permit the Funds to pay a monthly fee to the Distributor, the Funds have
adopted a distribution plan (the "Plan") pursuant to Rule 12b-1 under the
Investment Company Act of 1940. The Numeric, Growth and Income, International
Equity and Foreign Frontier Funds pay the Distributor a monthly fee at the
annual rate of 0.5% of the average net asset value of shares (excluding
Institutional Shares) held in shareholder accounts opened during the period the
plan is in effect, as determined at the close of each business day during the
month. The Numeric II and Disciplined Growth Funds pay the Distributor a monthly
fee at the annual rate of 0.25% of the average net asset value of Ordinary
Shraes. Rule 12b-1 provides that any payments made by an investment company to a
distributor must be made pursuant to a written plan describing all material
aspects of the proposed financing of distributions and that all agreements with
any person relating to implementation of the plan must be in writing.
Continuance of the Plan and the Distribution Agreement is subject to annual
approval by a vote of the Trustees, including a majority of the Trustees who are
not "interested persons of the Fund and have no direct or indirect financial
interest in the operation of the plan or related agreements ("Qualified
Trustees"), cast in person at a meeting called for the purpose. The Plan may be
terminated as to a Fund by the vote of a majority of the Qualified Trustees, or
by the vote of a majority of the outstanding voting securities of the Fund. All
material amendments to the Plan must be approved by the Qualified Trustees and
any amendment to increase materially the amount to be spent pursuant to the Plan
must be approved by the vote of a majority of the outstanding voting securities
of the Fund. The Trustees of the Funds review quarterly a written report of the
amounts so expended and the purposes for which such expenditures were made.
The 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.
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
7
<PAGE>
mark-up. In underwritten offerings, the price paid includes a disclosed, fixed
commission or discount retained by the underwriter or dealer.
All orders for the purchase and sale of portfolio securities for the Fund
are placed, and securities for the Fund bought and sold through a number of
brokers and dealers. In so doing, the Manager or Advisor uses its best efforts
to obtain for the Fund the most favorable price and execution available, except
to the extent that it may be permitted to pay higher brokerage commissions as
described below. In seeking the most favorable price and execution, the Manager
or Advisor, having in mind the 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. In
addition, State Street Bank and Trust Company, Boston International Advisors,
Inc., Numeric Investors, L.P. and LBS Capital Management, Inc. and the Manager
may receive such services from certain broker- dealers with which they place
portfolio transactions. These services, which in some instances may also be
purchased for cash, include such matters as general economic and security market
reviews, industry and company reviews, evaluations of securities and
recommendations as to the purchase and sale of securities. Some of these
services are of value to the Advisors or the Manager in advising various of
their clients (including the Funds), although not all of these services are
necessarily useful and of value in advising the Funds. The fees paid to the
Advisors by the Manager or paid to the Manager by the Funds are not reduced
because the Advisors or the Manager receive such services.
As permitted by Section 28(e) of the Securities Exchange Act of 1934, and
by the Advisory Contracts, the Manager or Advisors may cause the Funds to pay a
broker-dealer which provides "brokerage and research services" (as defined in
the 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 Rules of Fair Practice of the National Association of
Securities Dealers, Inc., subject to seeking the most favorable price and
execution available and such other policies as the Trustees may determine, the
Manager or Advisors may consider sales of shares of the Funds as a factor in the
selection of broker-dealers to execute portfolio transactions for the Funds.
Pursuant to conditions set forth in rules of the Securities and Exchange
Commission, the Funds may purchase securities from an underwriting syndicate of
which U.S. Boston Capital Corporation is a member (but not from U. S. Boston
Capital Corporation itself). Such 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 totaled
$341,536 for the fiscal year ended March 31, 1994, $764,525 for the fiscal year
ended March 31, 1995, and $877,111 for the fiscal year ended March 31, 1996.
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.
HOW TO INVEST
The procedures for purchasing shares are summarized in the Prospectus under
the caption How to Invest.
-------------
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 associates,
8
<PAGE>
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.
The Funds reserve the right not to accept any particular securities tendered for
exchange. The Funds have undertaken to a state securities authority that
securities exchanged for shares of the Funds will meet the investment objectives
and policies of the Funds, will be acquired for investment and not for resale,
and will be liquid securities which are not restricted as to transfer either by
law or liquidity of market.
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 U.S. Boston Institutional
Services, Inc., the transfer, dividend-paying and shareholder servicing agent
for the Funds (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
(made payable to "Quantitative Group of Funds") to the Funds or by wire, 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 the election of the shareholder, 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. The Funds offer investors the opportunity to
-----------------------------
participate in the following types of retirement plans:
*For individuals whether or not covered by other qualified plans
*For employees of tax exempt organizations
Capital gains and income received by participants in each of the foregoing
plans are exempt from taxation until distribution from the plans. Investors
considering participation in any such plan should review specific tax laws
relating thereto and should consult their attorneys or tax advisers with respect
to the establishment and maintenance of any such plan. Additional information,
including the fees and charges with respect to these plans, is available upon
request to the Distributor.
9
<PAGE>
Individual Retirement Account (IRA). All individuals (whether or not
-----------------------------------
covered by qualified private or governmental retirement plans) may purchase
shares of any of the Funds pursuant to an IRA. However, contributions to an IRA
for taxable years after 1986 by an individual who is covered by a qualified
private or governmental plan may not be tax-deductible depending on the
individual's income. Detailed information concerning the IRA is available from
the Distributor. Custodian services are provided by State Street Bank and Trust
Company.
Retirement Plan for Employees of Tax Exempt Organizations (403(b)).
------------------------------------------------------------------
Employees of public school systems and certain types of charitable organizations
may enter into a deferred compensation arrangement for the purchase of shares of
any of the Funds without being taxed currently on the investment. Contributions
which are made by the employer through salary reduction are excludable from the
gross income of the employee. Such deferred compensation plans, which are
intended to qualify under Section 403 (b) of the Internal Revenue Code, are
available through the Distributor. Custodian services are provided by State
Street Bank and Trust Company.
HOW TO MAKE EXCHANGES
The procedures for exchanging shares of one Fund for those of another are
described in the Prospectus under How to Make Exchanges.
---------------------
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 the 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 seven (7)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.
Shareholders are entitled to redeem all or any portion of the shares
credited to their accounts by submitting a written request for redemption to
Quantitative Group of Funds. Shareholders who redeem more than $10,000, or
request that the redemption proceeds be paid to someone other than the
shareholders of record or sent to an address other redemption, withthan 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 to
Quantitative Group of Fundassociations. 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
10
<PAGE>
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 only mail the proceeds of
telephone redemptions to the redeeming shareholder's address of record.
The Funds may suspend this right of redemption and may postpone payment for
more than seven days only when the New York Stock Exchange 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 Exchange
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.
The Funds reserve the right to redeem shares and mail the proceeds to the
shareholder if at any time the number of shares in the shareholder's account
falls below a specified amount, currently set at 50 shares. Shareholders will be
notified and will have 30 days to bring the account up to the required amount
before any redemption action will be taken by the Funds. To prevent a
shareholder from becoming an affiliate of the Funds, the Funds reserve the right
to redeem shares in a shareholder's account in excess of an amount set from time
to time by the Trustees. No such limit is presently in effect, but such a limit
could be established at any time and could be applicable to existing as well as
future shareholders.
CALCULATION OF NET ASSET VALUE
Net asset value per share of each class of shares of a Fund will be
determined as of close of market, Eastern time, on each day on which on the New
York Stock Exchange ("NYSE"), 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, Presidents' Day, Good Friday, Memorial Day, the Fourth of July,
Labor Day, Thanksgiving and Christmas. The International Equity and Foreign
Frontier Funds may invest in securities listed on foreign exchanges which trade
on days on which the International Equity and Foreign Frontier Funds do not
compute net asset value (i.e., Saturdays and Exchange holidays) and the net
asset value of shares of the International Equity and Foreign Frontier Funds may
be significantly affected on such days.
Securities for which market quotations are readily available shall be
valued at market value, which is determined by using the last reported sale
price on the primary exchange or market for each such security, or, if no sales
are reported- as in the case of some securities traded over-the-counter - the
mean between the last reported bid and asked prices. Securities quoted in
foreign currencies shall be translated into U.S. dollars based upon the
prevailing exchange rate of each business day. Short-term notes having remaining
maturities of 60 days or less are stated at amortized cost, which approximates
market, subject to a determination by the Trustees that this method represents
fair value. All other securities and assets, including any restricted
securities, will be valued at their fair value as determined in good faith by
the Trustees. Liabilities are deducted from the total, and the resulting amount
is divided by the number of shares outstanding to produce the "net asset value"
per share.
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 which 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
11
<PAGE>
of the holding, the prices of any recent transactions or offers with respect to
such securities and any available analysts' reports regarding the issuer.
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 except that 12b-1 Plan expenses will not be
borne by holders of Institutional Shares of the Funds and each class of shares
of the Fund will bear its own transfer agency fees. General expenses of the
Funds will be allocated among and charged to the assets of the respective Funds
on a basis that the Trustees deem fair and equitable, which may be the relative
assets of each Fund or the nature of the services performed and relative
applicability to each Fund.
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
It is the policy of each Fund offered to the public to qualify as a
"regulated investment company" ("RIC") by complying with provisions of the
Internal Revenue Code relieving investment companies which distribute
substantially all of their net income (both net investment income and net
realized capital gains) from federal income tax on the amounts distributed.
In order to qualify as a RIC, each Fund must (a) derive at least 90% of its
gross income from dividends, interest, gains from the sale or other disposition
of stock or securities and certain payments with respect to securities loans;
(b) derive less than 30% of its gross income from the sale or the other
disposition of stock or securities and certain other financial instruments and
foreign currencies held less than three months; and (c) diversify its holdings
so that, at the close of each quarter of its taxable year, (i) at least 50% of
the value of its total assets consists of cash, cash items, Government
securities, securities of other RICs, and other securities limited generally
with respect to any one issuer to not more than 5% of the total assets of the
Fund and not more than 10% of the outstanding voting securities of such issuer
and (ii) not more than 25% of the value of its assets is invested in the
securities of any one issuer (other than Government securities and securities of
RIC's). These requirements may limit each Fund's ability to write covered call
options.
Income dividends and short-term capital gain distributions, whether
received in shares or in cash, are treated by shareholders as ordinary income
for federal income tax purposes. Corporate shareholders may be
12
<PAGE>
eligible for a 70% dividends-received deduction if all of the net income of a
Fund (other than long-term capital gain) consists of dividends from domestic
corporations. The 70% deduction is reduced to the extent such net income is
derived from other sources, such as dividends from foreign corporations,
interest or net short-term capital gains. Distributions which are designated by
a Fund as long-term capital gains, whether received in shares or in cash, are
taxable to shareholders as long-term capital gains (regardless of how long the
distributee has been a shareholder). Any loss from the sale of shares held for
six months or less will be treated as long-term capital loss to the extent of
any capital gain distributions paid with respect to such shares.
Investment income received by the International Equity Fund or Foreign
Frontier Fund from sources within foreign countries may be subject to foreign
income taxes withheld at the source. To the extent that these Funds are liable
for foreign income taxes withheld at the source, the Funds also intend to
operate so as to meet the requirements of the Code to "pass through" to the
Funds' shareholders the credit for foreign income taxes paid, but there can be
no assurance that the Funds will be able to do so.
Investment by the International Equity Fund or Foreign Frontier Fund in a
passive foreign investment company ("PFIC") would subject the Funds to the U.S.
federal income tax. PFIC rules provide that, if the Funds elect to treat a PFIC
as a "qualified electing fund" ("QEF"), then current income and capital gains
realized by the PFIC are taxed to the Funds whether or not they are actually
distributed by the PFIC. If the PFIC does not make such distributions, the
Funds would have to distribute equivalent amounts to their shareholders from
their other assets in order to be relieved of current taxes on such amounts and,
possibly, in order to qualify for federal income taxation as a regulated
investment company and to avoid Federal excise tax. Making QEF elections may
not always be desirable or feasible. If a QEF election were not made for a
PFIC, the Funds would be subject to a U.S. Federal income tax and other charges,
including an interest element, on any gain from the sale of its investment in
that PFIC or on certain distributions made by that PFIC, which other charges
could not be eliminated by having the Fund make distributions to its
shareholders. The U.S. Treasury Department has recently promulgated regulations
that permit the Funds to elect to mark-to-market each year its shares in all
PFICs for which it has not always had in effect QEF elections, in which case the
Fund would generate currently taxable ordinary income and possibly some non-
deductible interest charges on any unreallized gains on such shares, but current
taxation of the Funds could be generally eliminated by its making appropriate
distributions to shareholders. The Funds intend to make this election for the
fiscal year ended March 31, 19975 and for future years.
Each Fund is required to withhold, for income taxes, 31% of dividends,
distributions and redemption payments if any of the following circumstances
exist: (i) a shareholder fails to provide the Fund with a correct taxpayer
identification number ("TIN"); (ii) the Fund is notified by the Internal
Revenue Service that the shareholder furnished an incorrect TIN; or (iii) the
Fund is notified by the Internal Revenue Service that withholding is required
because the shareholder failed to report the receipt of dividends or interest
from other sources. Withholdings may also be required with respect to accounts
where the shareholder fails to certify that (i) the TIN provided is correct and
(ii) the shareholder is not subject to such withholding. However, withholding
will not be required in the case of certain exempt entities nor in the case of
those shareholders who comply with the procedures as set forth by the Internal
Revenue Service.
The information in this section and under the caption Dividends and
-------------
Distribution; Taxation in the Prospectus relates to federal income taxation.
- ----------------------
Distributions from investment income and capital gains may also be subject to
state and local taxes. The foregoing is a general discussion, and investors
should consult their tax advisers with respect to specific tax issues and with
respect to the application of federal, state and local tax laws to their
individual circumstances.
The Trust is organized as a Massachusetts business trust. Under current
law, so long as each Fund qualifies for the federal income tax treatment
described above, the Manager believes that neither any Fund nor the Trust will
be liable for any income or franchise tax in the Commonwealth of Massachusetts.
13
<PAGE>
OTHER INVESTMENT PRACTICES
--------------------------
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 International Equity and Foreign Frontier Funds
may temporarily hold funds in bank deposits in foreign currencies during the
completion of investment programs, the value of the assets of the 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. Each
Fund will conduct its 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 Funds will generally not enter into a forward contract with a
term of greater than one year. The Funds' Custodian will place cash or liquid
debt securities into a segregated account of the series in an amount equal to
the value of the Funds' total assets committed to the consummation of forward
foreign currency exchange contracts. If the value of the securities placed in
the segregated account declines, additional cash or securities will be placed in
the account on a daily basis so that the value of the account will equal the
amount of the Funds' commitments with respect to such contracts.
The International Equity and Foreign Frontier Funds will generally enter
into forward foreign currency exchange contracts under two circumstances.
First, when a Fund enters into a contract for the purchase or sale of a security
denominated in a foreign currency, it may desire to "lock in" the U.S. dollar
price of the security. By entering into a forward contract for the purchase or
sale, for a fixed amount of U.S. dollars, of the amount of foreign currency
involved in the underlying security transactions, the Fund will be able 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 also 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
14
<PAGE>
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 Funds' Advisor. It also should be realized that this method
of hedging against a decline in the value of a currency does not eliminate
fluctuations in the underlying prices of the securities. It simply establishes
a rate of exchange at a future date. Additionally, although such contracts tend
to minimize the risk of loss due to a decline in the value of the hedged
currency, at the same time, they tend to limit any potential gain which might
result from an increase in the value of that currency.
Although the Funds value their assets daily in terms of U.S. dollars, they
do not intend to convert their holdings of foreign currencies into U.S. dollars
on a daily basis. They will do so from time to time, and investors should be
aware of the costs of currency conversion. Although foreign exchange dealers do
not charge a fee for conversion, they do realize a profit based on the
difference (the "spread") between the prices at which they are buying and
selling various currencies. Thus, a dealer may offer to sell a foreign currency
to the Funds at one rate, while offering a lesser rate of exchange should the
Funds desire to resell that currency to the dealer.
Short-term Debt Obligations. The Numeric Fund, Numeric II Fund, Disciplined
---------------------------
Growth Fund, Growth and Income Fund, International Equity Fund, and Foreign
Frontier Fund may invest in Short-term Debt Obligations for temporary defensive
purposes, and each Fund may invest in Short-term Debt Obligations 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 International Equity Fund and Foreign
Frontier 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 International Equity Fund and Foreign Frontier
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. or A-1 by
Standard & Poor's Corporation, or in the case of any instrument that is not
rated, of comparable quality as determined by the Manager or Advisor, or (ii)
issued by companies having an outstanding debt issue currently rated Aaa or Aa
by Moody's or AAA or AA by Standard & Poor's. Investments in other corporate
obligations are limited to those having a maturity of one year or less and rated
Aaa or Aa by Moody's or AAA or AA by Standard & Poor's.
Bond Ratings. The Moody's Investors Service, Inc. 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.
15
<PAGE>
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 Standard & Poor's Corporation bond ratings cited above are as follows:
AAA: "AAA" is the highest rating assigned to a debt obligation and
indicates an extremely strong capacity to pay principal and interest.
AA: Bonds rated "AA" also qualify as high quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority of
instances they differ from "AAA" issues only in small degree.
Repurchase Agreements. A repurchase agreement is a contract under which a
---------------------
Fund would acquire a security for a relatively short period (usually not more
than one week), subject to the obligation of the seller to repurchase and the
Fund to resell such security at a fixed time and price (representing the Fund's
cost plus interest). The Fund 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.
Securities Loans. Each Fund may make secured loans of its portfolio
----------------
securities amounting to not more than 30% of its total assets. See Investment
----------
Restrictions of the Funds. The risks in lending portfolio securities, as with
- -------------------------
other extensions of credit, consist of possible delay in recovery of the
securities or possible loss of rights in the collateral should the borrower fail
financially. However, such loans will be made only to broker-dealers that a
Fund's Advisor believes to be of high credit standing. 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. The Numeric Fund, Numeric II Fund, Disciplined Growth Fund,
-------
Growth and Income Fund, and Foreign Frontier Fund may write covered call options
which are traded on national securities exchanges with respect to stocks in
their portfolios (ensuring that the Funds at all times will have in their
portfolios the securities which they 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 of these Funds' ability to
write such options may be limited by its intention to qualify as a "regulated
investment company" under the Internal Revenue Code. See Taxation. These Funds
--------
may write covered call options on securities in their portfolios in an attempt
to realize a greater current return than would be realized on the securities
alone or to provide greater flexibility in disposing of such securities. The
Numeric Fund, Numeric II Fund, Disciplined Growth Fund, Growth and Income Fund,
and Foreign Frontier Fund may also write call options to partially hedge a
possible stock market decline. Because these Funds' objective is growth of
capital, covered call options would not be written except at a time when it is
believed that the price of the common stock on which the call is being written
will not rise in the near future and the Fund does not desire to sell the common
stock for tax or other reasons. The writer of a covered call option receives a
premium for undertaking
16
<PAGE>
the obligation to sell the underlying security at a fixed price during the
option period if the option is exercised. So long as these Funds remain
obligated as writers of covered calls, they forego 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. These Funds may also enter into "closing purchase
transactions" in order to terminate their obligations as writers 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 these Funds will be able to effect such transactions
at any particular time or at an acceptable price. If the Funds were unable to
enter into a closing purchase transaction, the principal risks to the Funds
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 rates of the
Funds, especially during periods when market prices of the underlying securities
appreciate.
Short Sales. The Numeric II Fund and Disciplined Growth Fund also may
-----------
engage in short sales of securities. These transactions involve the Funds
selling securities they do not own in anticipation of a decline in the market
value of that security. To effect such transactions, the Funds must borrow the
security to make delivery to a buyer and then later replace the borrowed
security by purchasing it at market price. The Adviser may sell securities short
in anticipation of a decline in the price of the security between the time it is
sold and the time it is purchased for replacement. However, the actual
replacement price of the security may be more or less than the price at the time
of sale. The Funds will realize a gain if its replacement price is less than the
sale price, but will experience a loss if there is an increase in price. The
Funds also will incur transaction costs, including interest expenses, and will
be required to make margin deposits with brokers until the short position is
closed out.
No securities will be sold short if, after giving effect to any short
sales, the value of all securities sold short would exceed 25% of the Series'
net assets. The Funds will place in a segregated account with its custodian an
amount of cash or U.S. government securities equal to the difference between (i)
the market value of the securities sold short at the time of sale and (ii) any
cash or securities required by the broker to be deposited as margin for the
short sale (excluding the proceeds of the short sale). The value of U.S.
government securities and cash in the segregated account will be marked to
market daily and additional deposits will be added if the value of the Series'
short position declines. At all times, however, the deposits in the segregated
account together with the amounts held by the broker as margin will not be less
than the initial market value of the securities sold short.
All of the Funds may sell short securities identical to ones that they own
in their portfolios. Such transactions, which are known as "shorting against the
box," may be made for the purpose of deferring realization of gain or loss for
federal income tax purposes.
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 the series. Warrants are options to purchase equity
securities at specific prices valid for a specific period of time. Their prices
do not necessarily move parallel to the prices of the underlying securities.
Warrants have no voting rights, receive no dividends and have no rights with
respect to the assets of the issuer.
17
<PAGE>
INVESTMENT RESTRICTIONS OF THE FUNDS
As fundamental policies, which may not be changed without "a vote of the
majority of the outstanding voting securities" of a Fund (as defined below) ,
the Funds will not take any of the following actions with respect to such Fund:
(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, if, for
the Numeric II Fund or Disciplined Growth Fund, as a result the value of all
securities sold short would exceed 25% of the Fund's net assets; or, for all
other Funds, 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: (i) the Numeric, Numeric II Fund, Disciplined Growth Fund, Growth and
Income Fund, and Foreign Frontier Fund may each write covered call options with
respect to all of their portfolio securities; (ii) the Numeric II Fund,
Disciplined Growth Fund, and Foreign Frontier Fund may 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) the Numeric Fund may purchase put and call options on stock index futures
and on stock
18
<PAGE>
indices; (iv) the International Equity Fund may purchase and write call options
on stock index futures and on stock indices; and (v) each of the Funds may 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
which 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;
No more than 5% of the value of a Fund's total assets will be invested in
repurchase agreements which have a maturity longer than seven (7) days,
(Investments in repurchase agreements which have a longer maturity are not
considered to be readily marketable and their purchase is therefore also
restricted as set forth in restriction number (2) above). 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
Investment Company Act of 1940.
All percentage limitations on investments 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.
As provided in the Investment Company Act of 1940, a "vote of a majority of
the outstanding voting securities" necessary to amend a fundamental policy as to
any Fund means the affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of such Fund or (2) 67% or more of the shares of such Fund
present at a meeting if more than 50% of the outstanding shares are represented
at the meeting in person or by proxy.
The Funds have undertaken to a state securities authority that, so long as the
state authority requires and shares of the Funds are registered for sale in that
state, the Funds will not acquire or retain the securities of open-end
investment companies.
PERFORMANCE MEASURES
Average Annual Total Rate of Return /1/, /2/, /3/
<TABLE>
<CAPTION>
Year Ended 5 Years Ended
March 31, 1996 March 31, 1996 Since Inception
<S> <C> <C> <C>
Numeric Fund
Ordinary Shares 32.91% __ 27.54% (8/3/92)
Institutional Shares 34.89% __ 22.86% (1/6/93)
Numeric II Fund
Ordinary Shares 31.68% __ 32.15% (3/21/95)
Institutional Shares __ __ 31.12% (4/17/95)
Disciplined Growth Fund
Ordinary Shares 20.96% __ 21.90% (3/1/95)
Institutional Shares __ __ 11.97% (7/26/95)
Growth and Income Fund
Ordinary Shares 20.95% 11.58% 14.27% (5/9/85)
Institutional Shares 22.75% __ 12.60% (3/25/91)
International Equity Fund
Ordinary Shares 5.57% 5.87% 3.46% (7/31/87)
Institutional Shares 6.95% __ ( 0.05%) (8/25/94)
Foreign Frontier Fund
Ordinary Shares 14.59% __ ( 9.77%) (8/8/94)
</TABLE>
19
<PAGE>
(1) Total return with all dividends and capital gains reinvested. The
performance data quoted represents past performance. The investment return
and principal value of a current investment will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than their
original cost.
(2) These results reflect the impact of a 2% expense cap applicable to the
Quantitative Numeric Fund, Quantitative Growth and Income Fund, and
Quantitative International Equity Fund (when applicable) as described in
the Prospectus, and expense waivers and/or reimbursements applicable to the
Quantitative Numeric II Fund, Quantitative Disciplined Growth Fund and
Quantitative Foreign Frontier Fund. If the expenses had not been
subsidized, the performance would have been lower.
(3) The return for the Ordinary Shares of the Funds takes into account a one
percent (1%) deferred sales charge imposed at the time of redemption. The
deferred sales charge is not imposed in the case of redemptions of
Institutional Shares, redemptions of the Ordinary Shares of the Numeric II
and Disciplined Growth Funds purchased on or after August 1, 1996
involuntary redemptions, redemptions of Shares tendered for exchange and
redemptions of Shares held by contributory plans qualified under Section
401(k) of the Internal Revenue Code or for certain other redemptions. (See
How to Redeem in the Prospectus.) The returns for the Institutional Shares
of the Quantitative Numeric II Fund and Quantitative Disciplined Growth
Fund are aggregate total return figures covering a period of less than one
year and are not annualized.
From time to time, the Funds may advertise their performance in various
ways. These methods include providing information on the returns of the Funds
and comparing the performance of the Funds to relevant benchmarks. Performance
will be stated in terms of total return. "Total return" figures are based on the
historical performance of each Fund, show the performance of a hypothetical
investment and are not intended to indicate future performance.
Under the rules of the Securities and Exchange Commission (the
"Commission"), funds advertising performance must include total return quotes,
"T" below, calculated according to the following formula:
P(1+T)/n/ = ERV
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years (1, 5, or 10)
ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the "n" year period (or fractional portion thereof) at the end of
such period.
The average annual total return will be calculated under the foregoing
formula and the time periods used in advertising will be based on rolling
calendar quarters, updated to the last day of the most recent quarter prior to
submission of the advertising for publication, and will cover one, five, and ten
year periods plus the time period since the effective date of the registration
statement relating to the particular Fund. When the period since inception is
less than one year, the total return quoted will be the aggregate return for the
period. In calculating redeemable value, the maximum sales load is deducted from
the initial $1,000 payment and all dividends and distributions by the Fund are
deemed to have been reinvested at net asset value as described in the Prospectus
on the reinvestment dates during the period. Total return, or "T" in the formula
above, is computed by finding the average annual compounded rates of return over
the 1, 5 and 10 year periods (or fractional portions thereof) that would equate
the initial amount invested to the ending redeemable value. Any sales loads that
might in the future be made applicable at the time to reinvestments would be
included as would any recurring account charges that might be imposed on the
Fund. The average annual total returns for the Funds are set forth in the
Prospectus under the caption Performance Data.
----------------
20
<PAGE>
In reports to shareholders or other literature, the Funds may compare their
performance to that of other mutual funds with similar investment objectives and
to stock or other relevant indices. For example, it may compare its performance
to rankings prepared by Lipper Analytical Services Inc. (Lipper) or Morningstar,
Inc., widely recognized independent services which monitor the performance of
mutual funds. The Funds may also compare their performance to the Standard &
Poor's 500 Stock Index (S&P 500) or Standard & Poor's 400 Mid Cap Index, indexes
of unmanaged groups of common stocks; the Russell 2000, an unmanaged index of
the smallest 2,000 of the 3,000 largest U.S. companies; the Morgan Stanley
Capital International Europe, Australia, Far East Index, an index of unmanaged
groups of common stocks of foreign companies having their principal business
activities in one of eighteen foreign countries in Europe, Australia, and the
Far East; or the Baring Emerging Markets Index, International Finance
Corporation (IFI)Investable Composite Index or the Morgan Stanley Capital
International Emerging Markets Free Index, indexes of unmanaged groups of common
stocks of foreign companies having their principal business activities in
emerging nations. In making such comparisons, the Funds may from time to time
include a total aggregate return figure or an average annual total return figure
that is not calculated according to the formula set forth above in order to make
a more accurate comparison to other measures of investment return. For such
purposes, the Funds calculate their aggregate total return in the same manner as
the above formula except that no sales charges are deducted from the initial
amount. When the period since inception is less than one year, the total return
quoted will be the aggregate return for the period. The Funds, however, will
disclose the maximum sales charge and will also disclose that the performance
data so quoted do not reflect sales charges and that the inclusion of sales
charges would reduce the performance quoted. Such alternative information will
be given no greater prominence in such sales literature than the information
prescribed under Commission rules.
Performance information, rankings, ratings, published editorial comments
and listings reported in national financial publications may also be used in
computing performance of the Funds (if the Funds are listed in any such
publication). Performance comparisons should not be considered as representative
of the future performance of the Funds.
THE QUANTITATIVE GROUP
The Trust was established in 1983 as a business trust under Massachusetts law.
A copy of the Amended and Restated Declaration of Trust (as amended through July
19, 1993) amending and restating the Agreement and Declaration of Trust dated
June 27, 1983, is on file with the Secretary of the Commonwealth of
Massachusetts. The Trust has an unlimited authorized number of shares of
beneficial interest which 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 six series of
shares, the Funds, each comprised of two classes of 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 either class of a
Fund may exchange all or a portion of their shares for shares of a like class in
another Fund (subject to their respective minimums). No exchanges are permitted
from one class of shares to another class of shares of the same or a different
Fund.
These shares are entitled to one vote per share (with proportional voting for
fractional shares) on such matters as shareholders are entitled to vote,
including the election of Trustees. Shares vote by individual Fund on all
matters except that (i) when the Investment Company Act of 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 Funds'
custodian 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
21
<PAGE>
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.
EXPERTS
The audited financial statements as of March 31, 1996 included in this
Statement of Additional Information have been so included in reliance upon the
report of Price Waterhouse LLP, independent accountants, given on the authority
of that firm as experts in accounting and auditing.
22
<PAGE>
Report of Independent Accountants
To the Shareholders and Trustees of
Quantitative Group of Funds
In our opinion, the accompanying statements of assets and liabilities, including
the portfolios of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Quantitative Numeric Fund,
Quantitative Numeric II Fund, Quantitative Disciplined Growth Fund, Quantitative
Growth and Income Fund, Quantitative International Equity Fund and Quantitative
Foreign Frontier Fund (hereafter referred to as the "Funds") at March 31, 1996,
the results of each of their operations, the changes in their net assets and the
financial highlights for the periods indicated, in conformity with generally
accepted accounting principles. These financial statements and financial
highlights (hereafter referred to as "financial statements") are the
responsibility of the Funds' management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at March 31, 1996 by
correspondence with the custodian and brokers, and the application of
alternative auditing procedures where confirmations from brokers were not
received, provide a reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Boston, MA
May 3, 1996
<PAGE>
FORM N-1A PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A:
Quantitative Numeric Fund (formerly Boston Numeric Series)
----------------------------------------------------------
Per Share Income and Capital Changes, Years Ended March 31,
1996, 1995, and 1994, and Period from September 8, 1992 to
March 31, 1993 for Ordinary Shares; and for Institutional
Shares (formerly named "Class A Shares"), Years Ended March
31, 1996, 1995 and 1994, and Period from January 6, 1993 to
MArch 31, 1993
Quantitative Numeric II Fund
----------------------------
Per Share Income and Capital changes, Year Ended March 31,
1996 and Period from October 1, 1994 to March 31, 1995 for
Ordinary Shares; and for Institutional Shares (formerly named
"Class A Shares"), Period from April 17, 1995 to March 31,
1996
Quantitative Disciplined Growth Fund
------------------------------------
Per Share Income and Capital Changes, Year Ended March 31,
1996 and Period from October 1, 1994 to March 31, 1995 for
Ordinary Shares; and for Institutional Shares (formerly named
"Class A Shares"), Period from July 26, 1995 to March 31,
1996
Quantitative Growth and Income Fund (formerly Boston Growth
-----------------------------------------------------------
and Income Series
-----------------
Per Share Income and Capital Changes, Years Ended March 31,
1995, 1994, 1993, 1992, 1991, 1990, 1989, 1988, 1987, and
Period from May 9, 1985 to March 31, 1986 for Ordinary
Shares; and for Institutional Shares (formerly named "Class
<PAGE>
A Shares"), Years Ended March 31, 1994, 1993 and 1992, and
Period from March 25, 1991 to March 31, 1991
Quantitative International Equity Fund (formerly Boston
-------------------------------------------------------
Foreign Growth and Income Series
--------------------------------
Per Share Income and Capital Changes, Years Ended March 31,
1995, 1994, 1993, 1992, 1991, 1990, 1989, and Period from
July 31, 1987 to March 31, 1988 for Ordinary Shares; and for
Institutional Shares (formerly named "Class A Shares") Period
from August 25, 1994 to March 31, 1995, Period Ended March
19, 1992 and Period from April 25, 1990 to March 31, 1991
Quantitative Foreign Frontier Fund
----------------------------------
Per Share Income and Capital Changes, Year Ended March 31,
1996, and Period from August 8, 1994 to March 31, 1995 for
Ordinary Shares
Included in Part B:
Quantitative Numeric Fund
-------------------------
Report of Independent Accountants, May 3, 1996
Investments, March 31, 1996
Statement of Assets and Liabilities, March 31, 1996
Statement of Operations, Year Ended March 31, 1996
Statement of Changes in Nets Assets, Year Ended March 31,
1996
Selected Per Share Data and Ratios, Years Ended March 31,
1996 and March 31, 1995 for Ordinary Shares; and for
Institutional Shares, Years Ended March 31, 1996 and 1995
Notes to Financial Statements, March 31, 1996
Quantitative Numeric II Fund
----------------------------
Report of Independent Accountants, May 3, 1996
Investments, March 31, 1996
Statement of Assets and Liabilities, March 31, 1996
Statement of Operations, Year Ended March 31, 1996
Statement of Changes in Net Assets, Year Ended March 31,
1996
Selected Per Share Data and Ratios, Year Ended March 31, 1996
for Ordinary Shares and Period from April 17, 1995 to March
31, 1996 for Institutional Shares
Notes to Financial Statements, March 31, 1996
<PAGE>
Quantitative Foreign Frontier Fund
----------------------------------
Report of Independent Accountants, May 3, 1996
Investments, March 31, 1996
Statement of Assets and Liabilities, March 31, 1996
Statement of Operations, Year Ended March 31, 1996 and
Period from August 8, 1994 to March 31, 1995
Statement of Changes in Net Assets, Year Ended March 31,
1996 and Period From August 8, 1994 to March 31, 1995
Selected Per Share Data and Ratios, Year Ended March 31,
1996 and Period from August 8, 1994 to March 31, 1995 for
Ordinary Shares
Notes to Financial Statements, March 31, 1996
(b) Exhibits
5. Advisory Contracts with Columbia Partners, LLC,
Investment Management
11. Consent of Independent Accountants
16. Schedule for Computation of Performance Quotations
17. Financial Data Schedule
18. Rule 18f-3 Plan
Item 25. Persons Controlled by or under Common Control with Registrant
None
Item 26. Number of Holders of Securities
As of June 30 1996, there were 2,678 holders of Quantitative Numeric
Ordinary Shares of beneficial interest and 23 holders of Quantitative
Numeric Institutional Shares of beneficial interest; 373 holders of
Quantitative Numeric II Ordinary Shares of beneficial interest and 6
holders of Quantitative Numeric II Institutional Shares of beneficial
interest; 81 holders of Quantitative Disciplined Growth Ordinary Shares of
beneficial interest and 3 holders of Quantitative Disciplined Growth
Institutional Shares of beneficial interest; 786 holders of Quantitative
Growth and Income Ordinary Shares of beneficial interest and 5 holders of
Quantitative Growth and Income Institutional Shares of beneficial interest;
624 holders of Quantitative International Equity Ordinary shares of
beneficial interest and 2 holders of Quantitative International Equity
Institutional Shares of beneficial interest; 270 holders of Quantitative
Foreign Frontier Ordinary Shares of beneficial interest and 1 holder of
Quantitative Foreign Frontier Institutional Shares of beneficial interest.
Item 27. Indemnification
Article VIII of the Trust's Declaration of Trust provides in relevant
part:
<PAGE>
Quantitative Disciplined Growth Fund
------------------------------------
Report of Independent Accountants, May 3, 1996
Investments, March 31, 1996
Statement of Assets and Liabilities, March 31, 1996
Statement of Operations, Year Ended March 31, 1996
Statement of Changes in Net Assets, Year Ended
March 31, 1996
Selected Per Share Data and Ratios, Year Ended
March 31, 1996 for Ordinary Shares and for Institutional
Shares, Period from July 26, 1995 to March 31, 1996
Notes to Financial Statements, March 31, 1996
Quantitative Growth and Income Fund
-----------------------------------
Report of Independent Accountants, May 3, 1996
Investments, March 31, 1996
Statement of Assets and Liabilities, March 31, 1996
Statement of Operations, Year Ended March 31, 1996
Statement of Changes in Net Assets, Year Ended March 31, 1996
and March 31, 1995
Selected Per Share Data and Ratios, Years Ended March 31,
1996,1995,1994,1993,1992,1991,1990,1989,1988,1987 and Period
from May 9, 1985 to March 31, 1986 for Ordinary Shares; and
for Institutional Shares, Years Ended March 31,
1996,1995,1994,1993 and 1992 and Period from March 25, 1991
to March 31, 1991
Notes to Financial Statements, March 31, 1996
Quantitative International Equity Fund
--------------------------------------
Report of Independent Accountants, May 3, 1996
Investments, March 31, 1996
Statement of Assets and Liabilities, March 31, 1996
Statement of Operations, Year Ended March 31, 1996
Statement of Changes in Net Assets, Year Ended March 31, 1996
and March 31, 1995
Selected Per Share Data and Ratios, Years Ended March 31,
1996,1995,1994,1993,1992,1991,1990,1989, and Period from
July 31, 1987 to March 31, 1988 for Ordinary Shares; and for
Institutional Shares ; Year Ended March 31, 1996, Period from
August 25, 1994 to March 31, 1995, Period Ended March
19,1992, and Period from April 25, 1990 to March 31, 1991
Notes to Financial Statements, March 31, 1996
<PAGE>
Trustees, Officers, etc.
------------------------
Section 1. The Trust shall indemnify each of its Trustees and
officers (including persons who serve at the Trust's request as directors,
officers or trustees of another organization in which the trust has any interest
as a shareholder, creditor or otherwise) (hereinafter referred to as a "Covered
Person") against all liabilities and expenses, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such Covered Person may be or may have
been threatened, while in office or thereafter, by reason of being or having
been such a Covered Person shall have been finally adjudicated in any such
action, suit or other proceeding (a) not to have acted in good faith in the
reasonable belief that such Covered Person's action was in the best interest of
the Trust or (b) to be liable to the Trust or its Shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office. Expenses,
including counsel fees so incurred by any such Covered Person (but excluding
amounts paid in satisfaction of judgments, in compromise or as fines or
penalties), shall be paid from time to time by the Trust in advance of the final
disposition of any such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Covered Person to repay amounts so paid to
the Trust if it is ultimately determined that indemnification of such expenses
is not authorized under this Article, provided, however, that either (a) such
Covered Person shall have provided appropriate security for such undertaking,
(b) the Trust shall be insured against losses arising from any such advance
payments or (c) either a majority of the disinterested Trustees acting on the
matter (provided that a majority of the disinterested Trustees then in office
act on the matter), or independent legal counsel in a written opinion, shall
have determined, based upon a review of readily available facts (as opposed to a
full trial type inquiry) that there is reason to believe that such Covered
Person will be found entitled to indemnification under this Article.
Compromise Payment
- ------------------
Section 2. As to any matter disposed of (whether by a compromise
payment, pursuant to a consent decree or otherwise) without an adjudication by a
court, or by any other body before which the proceeding was brought, that such
Covered Person either (a) did not act in good faith in the reasonable belief
that his action was in the best interests of the Trust or (b) is liable to the
Trust or its Shareholders by reason of willful misfeasance, bad faith, gross
negligence or
<PAGE>
reckless disregard of the duties involved in the conduct of his or her office
indemnification shall be provided if (a) approved as in the best interests of
the Trust, after notice that it involves such indemnification, by at least a
majority of the disinterested Trustees acting on the matter (provided that
majority of the disinterested Trustees then in office act on the matter) upon a
determination, based upon a review of readily available facts (as opposed to a
full trial type inquiry) that such Covered Person acted in good faith in the
reasonable belief that his action was in the best interests of the Trust and is
not liable to the Trust of its Shareholders by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office, or (b) there has been obtained an opinion in
writing of independent legal counsel based upon a review of readily available
facts (as opposed to a full trial type inquiry) to the effect that such Covered
Person appears to have acted in good faith in the reasonable belief that his
action was in the best interests of the Trust and that such indemnification
would not protect such Person against any liability to the Trust to which he
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office. Any approval pursuant to this Section shall not prevent the recovery
from any Covered Person of any amount paid to such Covered Person in accordance
with this Section as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have acted in good faith
in the reasonable belief that such Covered Person's action was in the best
interests of the Trust or to have been liable to the Trust or its Shareholders
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office.
Indemnification Not Exclusive
- -----------------------------
Section 3. The right of indemnification hereby provided shall not be
exclusive of or affect any other rights to which such Covered Person may be
entitled. As used in this Article VIII, the term "Covered Person" shall include
such person's heirs, executors and administrators and a "disinterested Trustee"
is a Trustee who is not an "interested person" of the Trust as defined in Action
2(a)(19) of the Investment Company Act of 1940, as amended, (or who has been
exempted from being an "interested person" by any rule, regulation or order of
the Commission) and against whom none of such actions, suits or other
proceedings or another action, suit or other proceeding on the same or similar
grounds is then or has been pending. Nothing contained in this article shall
affect any rights to indemnification to which personnel of the Trust, other than
Trustees or officers, and other persons may be entitled by contract or otherwise
under law, nor the power of the Trust to purchase and maintain liability
insurance on behalf of any such person.
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to trustees, officers and controlling persons of the Fund
pursuant to the foregoing provisions or otherwise, the Fund has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Fund of
expenses incurred or paid by a trustee, officer or controlling person of the
Fund in the successful defense of any action, suit or proceeding) is asserted
against the Fund by such trustee, officer or controlling person in connection
with the securities being registered, the Fund will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and will
be goverened by the final adjudication of such issue.
Item 28. 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 Advisors, Inc., the Registrant's investment adviser (viz. 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
- ---- ------------------------------
Edward L. Pittman President and Treasurer, Quantitative Group
President of Funds; formerly attorney, Brown & Wood
Willard L. Umphrey: President/Treasurer/Clerk/Director, U.S.
Director Boston Insurance Agency, Inc.:
President/Treasurer/Director, U.S. Boston
Capital Corporation, USB Technology, Inc.;
Director/Treasurer, USB Corporation and U.S.
Boston Corporation; Director, U.S. Boston Asset
Management Corporation, U.S. Boston Funding
Corporation, U.S. Boston Fiduciary Corporation,
U.S. Boston Institutional Services, Inc., Self
Care, Inc.; Chairman, AB&T, Inc.; Partner, U.S.
Boston Company, U.S. Boston Company II, U.S.
Boston Company III; U.S. Boston Company IV;
Chairman/Trustee, Quantitative Group of Funds
<PAGE>
Leon Okurowski: Director/President, U.S. Boston Corporation,
Clerk USB corporation and U.S. Boston Asset
Director Management Corporation; Vice President/Director,
U. S. Boston Insurance Agency, Inc.
Director/Treasurer, U.S. Boston Institutional
Services, Inc., AB&T, Inc.; Director, U.S. Boston
Fiduciary Corporation, U.S. Boston Funding
Corporation, USB Technology, Inc.; Partner, U.S.
Boston Company, U.S. Boston Company II, U.S.
Boston Company III, U.S. Boston Company IV; Vice
President/Trustee, Quantitative Group of Funds
The principal business address of each U. Boston affiliate named above is
Lincoln North, Lincoln, Massachusetts 01773. The principal business address of
AB&T is 200 Franklin Street, Boston, Massachusetts 02109.
Item 29. Principal Underwriter
(a) Not applicable.
(b) The directors and officers of the Registrant's principal
underwriter are:
Positions and Positions and
Offices with Offices with
Name Underwriter Registrant
- ---- ----------- ----------
Carol A. Higgins Clerk None
Leon Okurowski Vice President Vice President
and Director and Trustee
Edward L. Pittman None President
Treasurer
Willard L. Umphrey President, Chairman
Treasurer and Trustee
and Director
The principal business address of each person listed above is 55 Old Bedford
Road, Lincoln, Massachusetts 01773.
Item 30. Location of Accounts and Records.
<PAGE>
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 thereunder include Registrant's investment
advisers, Quantitative Advisors, Inc., State Street Bank and Trust Company,
Boston International Advisors, Inc., Numeric Investors l.p., and LBS Capital
Management, Inc., Registrant's custodian, State Street Bank and Trust Company,
and Registrant's transfer agent and dividend disbursing agent, Quantitative
Institutional Services. The address of Quantitative Advisors, Inc. is 55 Old
Bedford Road, Lincoln, Massachusetts 01773; the address of Quantitative
Institutional Services is 55 Old Bedford Road, Lincoln, Massachusetts 01773; the
address of State Street Bank and Trust Company is 225 Franklin Street, Boston,
Massachusetts 02110; the address of Boston International Advisors, Inc. is 75
State Street, Suite 1500, Boston, Massachusetts 02109; the address of Columbia
Partners, L.L.C. Investment Management is 1701 Pennsylvania Avenue, N.W.,
Washington, DC 20006; and the address of LBS Capital Management, Inc. is 311
Park Place Boulevard, Suite 330, Clearwater, FL 34619.
Item 31 Management Services
None
Item 32 Undertakings
Not applicable.
<PAGE>
NOTICE
A copy of the Agreement and Declaration of Trust of Quantitative Group of Funds,
as amended, is on file with the Secretary of the Commmonwealth of Massachusetts
and notice is hereby given that this instrument is executed on behalf of the
Registrant by an officer of the registrant acting as an officer and not
individually and that the obligations of or arising out of this instrument are
not binding on any of the Trustees or shareholders individually but are binding
only upon the assets and property of the Registrant.
----------
Signatures
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to its Registration
Statement pursuant to Rule 485(a) under the Securities Act of 1933 and has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized , in the Town of Lincoln, and
Commonwealth of Massachusetts on the day of July, 1996.
Quantitative Group of Funds
By _______________________________
Edward L. Pittman, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement of Quantitative Group of Funds has been signed by the
following persons in the capacities and on the dates indicated.
______________________
Robert M. Armstrong Trustee July 18, 1996
______________________
Edward A. Bond, Jr. Trustee July 18, 1996
______________________
John M. Bulbrook Trustee July 18, 1996
______________________
Edward E. Burrows Trustee July 18, 1996
______________________
Joseph H. Newberg Trustee July 18, 1996
<PAGE>
_______________________
Leon Okurowski Trustee July 18, 1996
_______________________
Willard L. Umphrey Trustee July 18, 1996
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO OF INVESTMENTS March 31, 1996
QUANTITATIVE NUMERIC FUND
- --------------------------------------------------------------------------------
COMMON STOCK - 93.7% (a)
- --------------------------------------------------------------------------------
Shares Value
------ -----
AIR TRAVEL - 3.0%
<S> <C> <C>
Alaska Air Group Inc. (b) 56,000 $ 1,498,000
Comair Holdings Inc. 20,500 712,375
Continental Airlines Inc. (b) 22,200 1,251,525
-----------
3,461,900
-----------
APPAREL & TEXTILES - 0.7%
Wolverine World Wide Inc.
(with rights exp. 5/08/97) 26,900 753,200
AUTO PARTS - 1.0%
Lear Seating Corporation (b) 36,200 1,181,025
BANKS - 0.9%
Charter One Financial Inc.
(with rights exp. 12/01/97) 31,500 1,063,125
BUILDING CONSTRUCTION - 0.6%
NCI Building Systems Inc. (b) 19,600 671,300
BUSINESS SERVICES - 4.3%
CDI Corporation (b) 29,000 775,750
Employee Solutions Inc. (b) 44,100 1,631,700
Olsten Corporation 37,200 1,199,700
Omnicom Group 29,400 1,323,000
-----------
4,930,150
-----------
CHEMICALS - 2.9%
Arcadian Corporation 45,100 890,725
Cabot Corporation 36,800 1,122,400
Cytec Industries Inc. (b) 6,700 566,150
Terra Industries Inc. 54,800 705,550
-----------
3,284,825
-----------
COMPUTERS & BUSINESS EQUIPMENT - 10.4%
Aavid Thermal Technologies Inc. (b) 2,600 22,100
Auspex Systems Inc. (b) 102,100 1,825,037
Gateway 2000 Inc. (b) 78,300 2,182,613
Komag Inc. (b) 73,600 1,784,800
Mylex Corporation (b) 74,600 1,771,750
Proxima Corporation (b) 28,300 541,238
Seagate Technology (b) 24,500 1,341,375
Storemedia Inc. (b) 15,900 369,675
U.S. Robotics Corporation 16,000 2,068,000
-----------
11,906,588
----------
CONGLOMERATES - 1.2%
Harcourt General Inc. 29,400 1,334,025
CONSTRUCTION & MINING EQUIPMENT - 2.1%
Global Industrial Technologies Inc. (b) 38,000 912,000
JLG Industries Inc. 31,800 1,454,850
-----------
2,366,850
-----------
DRUGS & HEALTH CARE - 15.1%
Cardinal Health Inc. 29,600 1,901,800
Coherent Inc. (b) 50,900 2,163,250
Endovascular Technologies Inc. (b) 1,300 13,000
HEALTHSOUTH Corporation (b) 45,400 1,543,600
Intelligent Medical Imaging Inc. (b) 2,500 29,375
Lincare Holdings Inc. (b) 53,900 1,751,750
MediSense Inc. (b) 60,200 2,682,662
Mentor Corporation 32,300 755,013
Orthologic Corporation (b) 50,000 1,268,750
Oxford Health Plans Inc. (b) 20,500 1,798,875
Sierra Health Services Inc. (b) 27,100 884,138
Universal Health Services Inc. (b) 13,600 722,500
Watson Pharmaceuticals Inc. (b) 45,200 1,808,000
-----------
17,322,713
-----------
ELECTRIC UTILITIES - 0.6%
Central Maine Power Company 44,000 638,000
ELECTRICAL EQUIPMENT - 0.7%
Tecumseh Products Company 13,200 777,150
</TABLE>
<TABLE>
<CAPTION>
Shares Value
------ -----
ELECTRONICS - 12.0%
<S> <C> <C>
Accom Inc. (b) 1,300 $ 6,500
Atmel Corporation (b) 43,500 1,109,250
C-Cube Microsystems (b) 20,400 1,071,000
Computer Products Inc. (b) 62,800 847,800
Cypress Semiconductor Corporation (b) 92,500 1,086,875
Duriron Company 45,200 1,243,000
Integrated Packaging Assembly Corporation (b) 2,500 23,750
KLA Instruments Corporation (b)
(with rights exp. 3/27/99) 35,800 809,975
Lam Research Corporation (b) 13,300 465,500
MEMC Electronic Materials Inc. (b) 53,700 1,953,337
Oak Technology (b) 64,400 1,384,600
SCI Systems Inc. (b) 48,400 1,772,650
Silicon Valley Group Inc. (b) 48,400 1,179,750
Watkins-Johnson Company 19,300 689,975
Zycon Corporation (b) 1,800 19,125
Zygo Corporation (b) 2,500 97,500
-----------
13,760,587
-----------
FINANCIAL SERVICES - 1.1%
Aames Financial Corporation 34,900 1,256,400
GAS & PIPELINE UTILITIES - 0.8%
Eastern Enterprises (with rights exp. 3/05/00) 26,600 944,300
GAS EXPLORATION - 1.2%
Belco Oil & Gas Corporation (b) 1,500 34,125
Chesapeake Energy Corporation (b) 29,100 1,345,875
-----------
1,380,000
-----------
HOMEBUILDERS - 1.6%
Kaufman & Broad Home Corporation
(with rights exp. 3/07/99) 45,600 729,600
U.S. Home Corporation New (b) 42,500 1,094,375
-----------
1,823,975
-----------
HOTELS AND RESTAURANTS - 3.0%
Boston Chicken Inc. (b) 33,400 1,137,687
Marriot International Inc. 36,400 1,729,000
Red Roof Inns Inc. (b) 1,900 28,263
Schlotzsky's Inc. (b) 1,300 13,325
Wendy's International Inc. 31,000 561,875
-----------
3,470,150
-----------
INDUSTRIAL MACHINERY - 0.0%
Columbus McKinnon Corporation 1,300 20,800
INSURANCE - 2.5%
American Bankers Insurance Group Inc. 16,000 564,000
American Travellers Corporation (b) 22,700 672,487
Horace Mann Educators Corporation 18,300 558,150
Loews Corporation 13,200 998,250
Riscorp Inc. (b) 2,500 47,500
-----------
2,840,387
-----------
INVESTMENT COMPANIES - 1.4%
CMAC Investment Corporation 28,900 1,632,850
LEISURE TIME - 1.8%
MGM Grand Inc. (b) 53,500 2,053,062
MISCELLANEOUS - 0.0%
Childtime Learning Centers Inc. (b) 1,300 11,781
Thermo Sentron Inc. (b) 200 3,200
-----------
14,981
-----------
OFFICE FURNISHINGS & SUPPLIES - 1.7%
Staples Inc. (b) 58,200 1,185,825
Viking Office Products Inc. (b) 14,700 817,687
-----------
2,003,512
-----------
PAPER/FOREST PRODUCTS - 2.5%
Fort Howard Corporation (b) 57,400 1,291,500
Rayonier Inc. 42,200 1,529,750
-----------
2,821,250
-----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COMMON STOCK - (continued)
- --------------------------------------------------------------------------------
Shares Value
------ -----
PETROLEUM SERVICES - 2.8%
<S> <C> <C>
Helmerich & Payne Inc. 40,700 $ 1,373,625
Noble Drilling Corporation (b) 57,900 716,512
Tosco Corporation 25,900 1,214,062
-----------
3,304,199
-----------
RETAIL TRADE - 8.8%
Borders Group Inc. (b) 41,200 1,174,200
CDW Computer Centers Inc. (b) 27,500 1,388,750
Chronimed Inc. (b) 35,500 714,437
CompUSA Inc. (b) 45,200 2,502,950
Gymboree Corporation (b) 34,700 906,538
Ross Stores Inc. 64,000 1,608,000
Waban Inc. (b) 31,700 832,125
Zale Corporation New (b) 55,100 947,031
-----------
10,074,031
-----------
SOFTWARE - 5.8%
Computer Associates International Inc. 29,100 2,084,287
Epic Design Technology Inc. (b) 24,100 736,556
HNC Software Inc. (b) 4,600 312,800
INSO Corporation (b) 17,900 825,638
Isocorp (b) 1,300 11,375
JDA Software Group Inc. (b) 1,300 15,438
McAfee Associates Inc. (b) 29,200 1,598,700
Remedy Corporation (b) 16,200 915,300
Segue Software Inc. (b) 700 14,700
Ultradata Corporation (b) 8,900 84,550
Vanstar Corporation (b) 700 7,088
-----------
6,606,432
-----------
STEEL - 0.8%
AK Steel Holding Corporation 21,900 873,263
TELECOMMUNICATION SERVICES - 1.7%
DSP Communications Inc. (b) 58,600 1,465,000
Teltrend Inc. (b) 10,900 495,950
-----------
1,960,950
-----------
TELEPHONE - 0.6%
ACC Corporation 23,500 696,188
-----------
TOTAL COMMON STOCK
(Cost $ 99,262,990) (c) $107,228,168
------------
</TABLE>
(a) Percentages indicated are based upon total net assets.
(b) Non-income producing security.
(c) At March 31, 1996, the net unrealized appreciation of
investments based on aggregate cost for federal tax
purposes of $ 99,444,155 was as follows:
Aggregate gross unrealized appreciation for all
investments in which there is an excess of value
over tax cost. $ 10,113,019
Aggregate gross unrealized depreciation for all
investments in which there is an excess of tax
cost over value. (2,329,006)
-----------
Net unrealized appreciation $ 7,784,013
----------
The accompanying notes are an integral part of these financial statements. 2
<PAGE>
PORTFOLIO OF INVESTMENTS March 31, 1996
QUANTITATIVE NUMERIC II FUND
- --------------------------------------------------------------------------------
COMMON STOCK - 96.1% (a)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
AIR TRAVEL - 1.1%
<S> <C> <C>
USAir Group Inc. (b) 6,600 $ 120,450
APPAREL & TEXTILES - 3.2%
Intimate Brands Inc. 6,900 133,687
Springs Industries Inc. 2,100 96,600
V. F. Corporation 2,100 116,025
--------
346,312
--------
BANKS - 6.8%
Charter One Financial Inc.
(with rights exp. 12/01/99) 4,600 155,250
CoreStates Financial Corporation 3,200 135,600
First Bank System Inc. 1,500 89,437
First Tennessee National Corporation 5,200 171,600
First Union Corporation
(with rights exp. 12/28/00) 2,800 169,400
--------
721,287
--------
BUSINESS SERVICES - 1.9%
Comdisco Inc. (with rights exp. 11/17/97) 9,050 200,231
PHH Corporation (with rights exp. 4/10/96) 100 5,562
--------
205,793
--------
CHEMICALS - 1.9%
Eastman Chemical Company 1,600 110,600
PPG Industries Inc. (with rights exp. 4/21/98) 200 9,775
Terra Industries Inc. 6,600 84,975
--------
205,350
--------
COMPUTERS & BUSINESS EQUIPMENT - 8.5%
Gateway 2000 Inc. (b) 7,600 211,850
International Business Machines 1,800 200,025
Komag Inc. (b) 6,800 164,900
Seagate Technology (b) 2,000 109,500
U.S. Robotics Corporation 1,700 219,725
--------
906,000
--------
CONGLOMERATES - 3.5%
Harcourt General Inc. 3,700 167,887
Textron Inc. 2,500 200,000
Tyco International Ltd. 200 7,150
--------
375,037
--------
CONTAINERS & GLASS - 0.8%
Ball Corporation 2,800 86,800
DOMESTIC OIL - 1.2%
Ashland Inc. 3,300 126,637
DRUGS & HEALTH CARE - 5.6%
Beckman Instruments Inc.
(with rights exp. 3/23/99) 2,800 109,200
Bristol-Myers Squibb Company 1,200 102,750
Mallinckrodt Group Inc. 3,900 146,737
Rhone-Poulenc Rorer Inc. 1,200 73,200
Schering-Plough Corporation 2,800 162,750
--------
594,637
--------
ELECTRIC UTILITIES - 9.1%
Entergy Corporation 5,200 145,600
Long Island Lighting Company 8,800 155,100
Montana Power Company 5,800 125,425
New York State Electric &
Gas Corporation 5,500 129,250
Unicom Corporation 5,600 151,200
Washington Water Power Company
(with rights exp. 2/16/00) 5,700 109,012
Western Resources Inc. 5,100 155,550
--------
971,137
--------
ELECTRICAL EQUIPMENT - 1.9%
Johnson Controls Inc. 1,700 126,862
Tecumseh Products Company 1,200 70,650
--------
197,512
--------
</TABLE>
<TABLE>
<CAPTION>
Shares Value
------ -----
ELECTRONICS - 6.5%
<S> <C> <C>
Avnet Inc. 3,500 $ 168,875
Cypress Semiconductor Corporation (b) 6,800 79,900
Harris Corporation 300 18,562
Measurex Corporation (with rights exp. 12/29/98) 1,300 37,700
MEMC Electronic Materials Inc. (b) 3,800 138,225
Oak Technology (b) 7,400 159,100
Teleflex Inc. 2,000 90,250
--------
692,612
--------
FINANCIAL SERVICES - 1.2%
Bankers Life Holdings Corporation 5,600 125,300
FOOD & BEVERAGES - 2.4%
Archer Daniels Midland Company 6,200 113,925
IBP, Inc. 5,700 146,063
--------
259,988
--------
GAS & PIPELINE UTILITIES - 3.9%
Coastal Corporation 1,800 71,100
MCN Corporation 6,300 145,688
Williams Companies Inc. 3,900 196,463
--------
413,251
--------
GAS EXPLORATION - 1.4%
NorAm Energy Corporation 16,000 148,000
HOTELS AND RESTAURANTS - 0.9%
Wendy's International Inc. 5,300 96,063
INSURANCE - 1.8%
Loews Corporation 2,500 189,063
INVESTMENT COMPANIES - 2.9%
Bear Stearns Companies Inc. 8,300 205,425
Lehman Brothers Holdings Inc. 4,000 107,000
--------
312,425
--------
LEISURE TIME - 2.0%
Carnival Corporation 3,800 104,500
King World Productions (b) 2,500 103,438
--------
207,938
--------
MISCELLANEOUS - 0.3%
360 (Degrees) Communications Company (b) 1,400 33,425
PAPER - 2.4%
Consolidated Papers Inc. 1,900 106,875
Rayonier Inc. 4,100 148,625
--------
255,500
--------
PETROLEUM SERVICES - 0.8%
Valero Energy Corporation 3,400 83,725
PLASTICS - 1.9%
Premark International Inc. 3,700 198,413
RAILROADS & EQUIPMENT - 6.0%
CSX Corporation (with rights exp. 6/08/98) 4,600 209,875
GATX Corporation (with rights exp. 5/30/96) 4,600 211,600
Illinois Central Corporation 3,650 104,025
Trinity Industries Inc. 3,200 111,600
--------
637,100
--------
RETAIL GROCERY - 1.0%
Great Atlantic & Pacific Tea Inc. 3,400 105,400
RETAIL TRADE - 5.9%
CompUSA Inc. (b) 4,900 271,338
Gap Inc. 3,300 182,737
Supervalu Inc. 5,700 175,988
--------
630,063
--------
</TABLE>
The accompanying notes are an integral part of these financial statements. 3
<PAGE>
- --------------------------------------------------------------------------------
COMMON STOCK - (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
SAVINGS AND LOAN - 1.9%
<S> <C> <C>
Washington Mutual Inc. 6,600 $ 196,350
SOFTWARE - 0.2%
Computer Associates International Inc. 300 21,488
TELEPHONE - 3.7%
Ameritech Corporation 3,400 185,300
Cincinnati Bell Inc. 700 36,400
Frontier Corporation 400 12,600
Sprint Corporation 4,200 159,600
--------
393,900
--------
TOBACCO - 1.7%
Philip Morris Companies Inc. 2,100 184,275
TRUCKING & FREIGHT FORWARDING - 1.8%
Ryder System Inc. 7,000 190,750
--------
TOTAL COMMON STOCK
(Cost $ 9,615,536) (c) $ 10,231,981
-----------
</TABLE>
(a) Percentages indicated are based upon total net assets.
(b) Non-income producing security.
(c) At March 31, 1996, the net unrealized appreciation of
investments based on aggregate cost for federal tax
purposes of $ 9,617,647 was as follows:
Aggregate gross unrealized appreciation for all
investments in which there is an excess of value
over tax cost. $ 755,240
Aggregate gross unrealized depreciation for all
investments in which there is an excess of tax
cost over value. (140,906)
---------
Net unrealized appreciation $ 614,334
---------
The accompanying notes are an integral part of these financial statements. 4
<PAGE>
PORTFOLIO OF INVESTMENTS March 31, 1996
QUANTITATIVE DISCIPLINED GROWTH FUND
- --------------------------------------------------------------------------------
COMMON STOCK - 90.1% (a)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
AIR TRAVEL - 2.2%
<S> <C> <C>
Southwest Airlines Company 800 $ 23,700
USAir Group Inc. (b) 1,000 18,250
--------
41,950
--------
APPAREL & TEXTILES - 1.2%
Nautica Enterprises Inc. (b) 500 23,875
BANKS - 5.1%
BayBanks Inc. (with rights exp. 12/27/98) 300 32,250
Collective Bancorp, Inc. 600 15,150
First Security Corporation 600 16,650
North Side Savings Bank 400 13,900
SouthTrust Corporation 800 22,100
--------
100,050
--------
BROADCASTING - 3.9%
Clear Channel Communications (b) 700 39,550
Westwood One Inc. (b) 2,000 36,750
--------
76,300
--------
BUSINESS SERVICES - 5.9%
Acxiom Corporation (b) 500 11,937
Bowne & Company Inc. 700 12,775
Corrections Corporation America (b) 400 22,800
Intervoice Inc. (b) 500 14,313
Jacobs Engineer Group Inc. (b) 1,000 28,250
Robert Half International Inc. (b)
(with rights exp. 7/23/00) 500 24,313
--------
114,388
--------
CHEMICALS - 1.4%
Advanced Technology Labs Inc. (b) 1,000 27,000
COMPUTERS & BUSINESS EQUIPMENT - 2.8%
BancTec, Inc. (b) (with rights exp. 5/24/98) 1,000 17,250
Computer Horizons Corporation (b)
(with rights exp. 7/16/99) 500 18,875
MacNeal Schwendler Corporation
(with rights exp. 9/19/98) 1,300 18,525
--------
54,650
--------
CONSTRUCTION & MINING EQUIPMENT - 2.3%
JLG Industries Inc. 1,000 45,750
CONSTRUCTION MATERIALS - 0.5%
Butler Manufacturing Company Del
(with rights exp. 9/30/98) 300 9,900
DOMESTIC OIL - 1.3%
Pogo Producing Company 800 25,000
DRUGS & HEALTH CARE - 6.5%
Chiron Corporation (b) 300 29,475
Fresenius USA Inc. (b) 600 12,225
Invacare Corporation 500 14,125
Liposome Company (b) 500 10,437
McKesson Corporation New 300 15,375
Mentor Corporation 600 14,025
Morrison Health Care Inc. 500 8,375
NABI Inc. (b) 1,700 22,419
--------
126,456
--------
ELECTRIC UTILITIES - 2.5%
CMS Energy Corporation 600 17,700
Cilcorp Inc. 500 21,500
Long Island Lighting Company 500 8,813
--------
48,013
--------
ELECTRICAL EQUIPMENT - 0.7%
Hughes Supply Inc. (with rights exp. 6/30/98) 500 14,312
</TABLE>
<TABLE>
<CAPTION>
Shares Value
------ -----
ELECTRONICS - 7.7%
<S> <C> <C>
ADC Telecommunications Inc. (b) 400 $ 13,800
Andrew Corporation (b) 900 34,425
BMC Industries Inc. 1,200 25,800
California Microwave (b) 1,500 27,750
Linear Technology Corporation 500 20,875
Scientific-Atlanta Inc. (with rights exp. 4/13/97) 1,500 26,625
--------
149,275
--------
FINANCIAL SERVICES - 5.9%
Amcore Financial Inc. (with rights exp. 2/27/96) 700 14,613
Concord EFS Inc. 750 19,875
Green Tree Financial Corporation 1,000 34,375
Northern Trust Corporation
(with rights exp. 10/31/99) 600 32,400
Reliastar Financial Corporation 300 13,575
--------
114,838
--------
FOOD & BEVERAGES - 0.8%
Dole Food Inc. 400 15,400
HOMEBUILDERS - 1.2%
Elcor Chemical Corporation 1,000 23,750
HOTELS AND RESTAURANTS - 0.9%
Ruby Tuesday Inc. 750 17,250
INDUSTRIAL MACHINERY - 2.3%
Silcon Valley Group (b) 700 17,062
Stewart & Stevenson Services Inc. 1,000 28,125
--------
45,187
--------
INSURANCE - 2.7%
Gallagher (Arthur J.) 500 18.188
Old Republic International Corporation 500 16,250
Reliance Group Holdings 2,200 17,325
--------
51,763
--------
INVESTMENT MANAGEMENT COMPANIES - 1.4%
Price T Rowe & Assoc Inc. 500 26,500
MINING - 0.3%
Pittston Company 250 4,906
MISCELLANEOUS - 0.2%
Bally Total Fitness Holding Corporation 275 1,100
Morrison Fresh Cooking Inc. 375 2,953
--------
4,053
--------
PETROLEUM SERVICES - 3.1%
Global Marine Inc. (b) 2,000 20,000
Reading & Bates Corporation (b) 2,000 39,500
--------
59,500
--------
PUBLISHING - 2.6%
Dimark Inc. (b) 1,000 13,750
Meredith Corporation 400 16,500
National Education Corporation (b) 1,800 21,150
--------
51,400
--------
RETAIL TRADE - 8.0%
Claire's Stores Inc. 2,000 36,250
CompUSA Inc. (b) 500 27,687
Gymboree Corporation (b) 1,000 26,125
Pier 1 Imports Inc. 3,000 37,875
Tiffany & Company New 500 28,375
--------
156,312
--------
SAVINGS AND LOAN - 1.0%
Greater New York Savings Bank (b) 800 9,500
Peoples Heritage Financial Group
(with rights exp. 9/25/99) 500 10,875
--------
20,375
--------
</TABLE>
The accompanying notes are an integral part of these financial statements. 5
<PAGE>
- --------------------------------------------------------------------------------
COMMON STOCK - (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
SOFTWARE - 7.6%
<S> <C> <C>
Cadence Design Systems Inc. (b)
(with rights exp. 5/30/99) 700 $ 30,888
Continuum Company (b) 700 29,138
HBO & Company 300 28,275
Informix Corporation (b) 900 23,737
Intersolv Inc. (b) 1,800 20,925
Mentor Graphics Corporation (b) 1,000 14,250
--------
147,213
--------
STEEL - 1.7%
Allegheny Ludlum Corporation 1,000 18,500
Birmingham Steel Corporation 1,000 14,750
--------
33,250
--------
TELEPHONE - 1.1%
C Tec Corporation (b) 600 22,350
TOYS, AMUSEMENTS, SPORTING GOODS - 1.6%
Galoob Lewis Toys Inc. (b) 1,500 30,375
TRUCKING & FREIGHT FORWARDING - 3.7%
Hunt (JB) Transport Services Inc. 1,300 25,675
Pittston Brinks Group 500 13,375
Tidewater Inc. (with rights exp. 5/01/00) 890 33,820
--------
72,870
--------
TOTAL COMMON STOCK
(Cost $ 1,645,558) (c) $ 1,754,211
----------
</TABLE>
(a) Percentages indicated are based upon total net assets.
(b) Non-income producing security.
(c) At March 31, 1996, the net unrealized appreciation of
investments based on aggregate cost for federal tax
purposes of $ 1,646,454 was as follows:
Aggregate gross unrealized appreciation for all
investments in which there is an excess of value
over tax cost. $ 158,668
Aggregate gross unrealized depreciation for all
investments in which there is an excess of tax
cost over value. (50,911)
---------
Net unrealized appreciation $ 107,757
---------
The accompanying notes are an integral part of these financial statements. 6
<PAGE>
PORTFOLIO OF INVESTMENTS March 31, 1996
QUANTITATIVE GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------
COMMON STOCK - 98.3% (a)
- ---------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
AEROSPACE - 2.1%
General Dynamics Corporation 15,400 $ 900,900
AGRICULTURAL MACHINERY - 3.1%
AGCO Corporation 20,200 487,325
Case Corporation 16,800 854,700
---------
1,342,025
---------
AIR TRAVEL - 2.8%
UAL Corporation (b) 1,100 229,350
USAir Group Inc. (b) 53,000 967,250
---------
1,196,600
---------
AUTOMOBILES - 2.9%
Chrysler Corporation 19,900 1,238,775
BANKS - 6.9%
BankAmerica Corporation 16,400 1,271,000
First Bank System Inc. 1,400 83,475
Firstar Corporation New (with rights exp. 1/19/99) 13,900 622,025
NationsBank Corporation 12,600 1,009,575
---------
2,986,075
---------
CHEMICALS - 2.8%
Du Pont EI de Nemours & Company 100 8,300
Rohm & Haas Company (b) 5,500 365,750
Terra Industries Inc. 65,100 838,162
---------
1,212,212
---------
COMPUTERS & BUSINESS EQUIPMENT - 7.5%
Gateway 2000 Inc. (b) 28,900 805,588
Hewlett-Packard Company 9,500 893,000
Komag Inc. (b) 9,500 230,375
Seagate Technology (b) 9,900 542,025
Western Digital Corporation (b)
(with rights exp. 11/30/98) 40,700 783,475
---------
3,254,463
---------
CONSTRUCTION MATERIALS - 1.4%
USG Corporation (b) 23,800 603,925
DRUGS & HEALTH CARE - 7.8%
Bristol-Myers Squibb Company 14,800 1,267,250
Medtronic Inc. 8,900 530,662
Merck & Company Inc. 22,200 1,381,950
Wellpoint Health Networks Inc. (b) 5,200 182,000
---------
3,361,862
---------
ELECTRIC UTILITIES - 5.6%
Boston Edison Company 15,200 410,400
Central & South West Corporation 32,900 937,650
Consolidated Edison Company Inc. 12,400 395,250
DQE 1,600 46,200
Long Island Lighting Company 30,300 534,038
Ohio Edison Company (with rights exp. 10/16/00) 5,000 113,125
---------
2,436,663
---------
ELECTRICAL EQUIPMENT - 0.9%
Novellus Systems Inc. (b) 9,100 404,950
ELECTRONICS - 5.2%
Avnet, Inc. 11,300 545,225
Cypress Semiconductor Corporation (b) 9,000 105,750
KLA Instruments Corporation (b)
(with rights exp. 3/27/99) 16,300 368,788
Lam Research Corporation (b) 21,100 738,500
Teledyne Inc. 4,900 137,200
Teradyne Inc. (with rights exp. 3/26/00) 20,300 340,025
---------
2,235,488
---------
FINANCIAL SERVICES - 3.6%
Allstate Corporation 596 25,107
Salomon Inc. 24,900 933,750
Student Loan Marketing Association 7,800 596,700
---------
1,555,557
---------
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
FOOD & BEVERAGES - 5.0%
Campbell Soup Company 4,100 $ 249,587
PepsiCo Inc. 20,400 1,290,300
Universal Foods Corporation
(with rights exp. 9/30/98) 16,300 621,437
---------
2,161,324
---------
GAS & PIPELINE UTILITIES - 4.0%
National Fuel Gas Company 24,000 831,000
Williams Companies Inc. 18,200 916,825
---------
1,747,825
---------
GAS EXPLORATION - 2.6%
Sonat Offshore Drilling Inc. 19,700 1,004,700
Vastar Resources Inc. 3,500 114,187
---------
1,118,887
---------
HOTELS AND RESTAURANTS - 0.6%
Luby's Cafeterias Inc. 11,100 256,687
INDUSTRIAL MACHINERY - 2.0%
Applied Materials Inc. (b) 25,000 871,875
INSURANCE - 3.5%
American Re Corporation 22,000 880,000
Loews Corporation 1,200 90,750
Marsh & McLennan Companies Inc.
(with rights exp. 9/28/97) 5,100 473,663
Providian Corporation 1,000 44,625
---------
1,489,038
---------
INTERNATIONAL OIL - 5.4%
Exxon Corporation 19,700 1,608,012
Mobil Corporation (with rights exp. 4/30/96) 6,100 706,838
---------
2,314,850
---------
INVESTMENT COMPANIES - 1.6%
Bear Stearns Companies Inc. 24,900 616,275
Edwards (AG) Inc. 3,100 77,113
---------
693,388
---------
LEISURE TIME - 2.8%
Callaway Golf Company 16,700 446,725
King World Productions Inc. (b) 18,900 781,987
---------
1,228,712
---------
MISCELLANEOUS - 0.8%
Fort Howard Corporation (b) 15,100 339,750
NEWSPAPERS - 0.8%
Washington Post Company 1,200 357,750
PETROLEUM SERVICES - 1.1%
Halliburton Company 7,800 443,625
Ultramar Corporation 1,200 34,650
---------
478,275
---------
PLASTICS - 2.0%
First Brands Corporation 30,800 862,400
RETAIL GROCERY - 2.0%
Safeway Inc. (b) 30,900 880,650
RETAIL TRADE - 2.2%
Mercantile Stores Inc. 4,900 300,737
Sears Roebuck & Company 13,400 653,250
---------
953,987
---------
SOFTWARE - 1.0%
Computer Associates International Inc. 4,300 307,988
Read-Rite Corporation (b) 6,600 123,750
---------
431,738
---------
TELEPHONE - 5.7%
Ameritech Corporation 20,000 1,090,000
Bell Atlantic Corporation (with rights exp. 4/10/99) 8,500 524,875
GTE Corporation 17,100 750,263
Sprint Corporation 2,100 79,800
---------
2,444,938
---------
</TABLE>
The accompanying notes are an integral part of these financial statements. 7
<PAGE>
- --------------------------------------------------------------------------------
COMMON STOCK - (continued)
- ---------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
TOBACCO - 2.4%
Philip Morris Companies Inc. 11,900 $ 1,044,225
TRUCKING & FREIGHT FORWARDING - 0.2%
Tidewater Inc. (with rights exp. 5/1/00) 2,200 83,600
----------
TOTAL COMMON STOCK
(Cost $ 37,854,889) (c) $ 42,489,394
-----------
</TABLE>
(a) Percentages indicated are based upon total net assets.
(b) Non-income producing security.
(c) At March 31, 1996, the net unrealized appreciation of
investments based on aggregate cost for federal tax
purposes of $ 37,860,590 was as follows:
Aggregate gross unrealized appreciation for all
investments in which there is an excess of value
over tax cost. $6,407,649
Aggregate gross unrealized depreciation for all
investments in which there is an excess of tax
cost over value. (1,778,845)
-----------
Net unrealized appreciation $4,628,804
----------
The accompanying notes are an integral part of these financial statements. 8
<PAGE>
PORTFOLIO OF INVESTMENTS March 31, 1996
QUANTITATIVE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
COMMON STOCK - 94.1% (a)
- -----------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
AUSTRALIA - 3.4%
Caltex Australia 66,100 $ 248,205
General Property Trust 305,700 538,078
Memtec Limited 7,300 188,453
---------
974,736
---------
AUSTRIA - 1.3%
Creditanstalt Bank 3,100 198,561
Omv AG 1,942 178,634
---------
377,195
---------
BELGIUM - 2.7%
Arbed SA (b) 1,373 151,600
Banque National de Belgique 230 323,698
Societe Generale de Belgique 3,737 295,610
---------
770,908
---------
FINLAND - 0.4%
Merita Limited 54,400 127,961
FRANCE - 10.6%
Assurance Generale de France 9,400 261,370
Banque National de Paris 6,300 246,494
Cerus (b) 8,450 144,833
Compagnie de Suez 12,823 497,894
Compagnie Fin Paribas 2,600 158,014
Credit Lyonnais (b) 2,430 102,316
Credit National 2,750 222,294
Eurafrance 682 270,362
Gan Group (b) 5,700 175,472
Navigation Mixte 1,950 310,606
Peugeot SA 3,365 513,271
Worms & Compagnie 2,350 125,504
---------
3,028,430
---------
GERMANY - 13.9%
Bankgesellschaft Berlin AG 1,440 332,593
BASF AG 2,068 558,181
Bayerische Hypoth/Wech Bank 16,300 403,856
Bayerische Vereinsbank 16,340 501,356
Berliner Kraft Und Licht 1,080 299,919
BHF Bank 17,050 466,554
Commerzbank AG 2,104 484,529
Dresdner Bank AG (d) 10,080 269,342
Veba AG 8,820 428,633
Volkswagen AG (d) 714 250,268
---------
3,995,231
---------
HONG KONG - 1.1%
Wharf Holdings 37,000 138,277
Wheelock & Company LTD 88,000 175,818
---------
314,095
---------
IRELAND - 0.9%
Allied Irish Banks 51,300 259,409
ITALY - 3.9%
Assic Generall 5,800 129,502
Banco Commerciale Italiana 70,400 146,875
Banco Di Roma (b) 218,300 185,651
Credito Italiano (d) 121,900 130,459
Fiat SpA 36,550 114,672
INA 184,800 251,929
Ras 14,960 145,809
---------
1,104,897
---------
JAPAN - 33.9%
Alda Engineering 29,000 246,283
Amada Company 44,000 465,543
Aoki Corporation (b) 16,000 62,322
Aoyama Trading Company 5,000 153,090
Asahi Denka Kogyo (d) 15,000 135,253
Csk Corporation 5,000 136,236
Fuji Photo Film Company 17,000 487,079
Fujita Corporation 25,000 119,148
Fukuoka City Bank 34,000 264,232
<CAPTION>
Shares Value
------ ------
<S> <C> <C>
JAPAN - (continued)
Gakken Company (b) 29,000 $ 195,234
Haseko Corporation 52,000 213,258
Hitachi 49,000 477,153
Hokkaido Bank 26,000 80,094
Hokkaido Takushoku 45,000 120,927
Hokuriku Bank 46,000 273,502
Intec Inc. 8,000 119,850
Komatsu 32,000 285,543
Kumagai Gumi Company 38,000 157,266
Maeda Corporation 18,000 178,652
Marudai Food Company 65,000 501,498
Matsushita Electric Industries 46,000 749,438
Mazda Motor Corporation (b) 59,000 237,547
Nippon Oil Company 43,000 274,991
Nippon Shinpan Company 15,000 115,871
Nissan Motor Company 62,000 480,674
Nisshinbo Industries Company 12,000 113,483
Orient Corporation 24,000 144,944
Renown Inc. (b) 36,000 137,191
Sekisui House 31,000 388,951
Shiseido Company 46,000 542,697
Sumitomo Corporation 48,000 507,865
Sumitomo Realty & Development 28,000 215,243
TEC Corporation (b) 22,000 150,375
Tokyo Sowa Bank 26,000 111,742
Toyota Motor Corporation 23,000 508,240
Yamaichi Secs Company 23,000 177,668
Yokogawa Electric 17,000 178,277
---------
9,707,360
---------
MALAYSIA - 0.5%
Tenaga Nasional 31,000 131,185
NORWAY - 3.0%
Christiania Bank 169,000 392,649
Elkem As 12,320 159,449
Norske Skogsindust, Class A 3,480 105,815
Norske Skogsindust, Class B 4,440 127,389
Orkla Asa 1,600 73,599
---------
858,901
---------
SPAIN - 2.0%
Fuerzas Elec Catal 19,874 129,696
Iberdrola SA 48,477 447,198
---------
576,894
---------
SWEDEN - 3.7%
Skandinaviska Enskilda Bank 6,800 50,158
Stadshypotek Ab 11,650 238,797
Stora Kopparbergs, Class B 15,850 202,758
Stora Kopparbergs, Class A 16,250 209,091
Svenska Cellulosa 15,200 275,177
Svenska Handelsbank 4,500 86,853
---------
1,062,834
---------
UNITED KINGDOM - 4.9%
British Steel 54,143 157,032
Land Securities 49,700 474,923
Severn Trent 24,432 221,346
United Utilities 37,848 356,757
3I Group 28,700 188,603
---------
1,398,661
---------
INVESTMENT COMPANIES - 7.9%
Argentina Fund Inc. 10,800 139,050
Brazil Fund Inc. 10,587 228,944
Chile Fund Inc. 6,360 147,870
First Philippine Fund Inc. 9,730 153,248
India Growth Fund Inc. 9,960 145,665
Indonesia Fund Inc. 12,060 134,168
Korea Fund Inc. 6,910 145,974
Malaysia Fund Inc. 8,900 176,888
Mexico Fund Inc. 9,686 148,922
</TABLE>
The accompanying notes are an integral part of these financial statements. 9
<PAGE>
- --------------------------------------------------------------------------------
COMMON STOCK - (continued)
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
INVESTMENT COMPANIES - (continued)
Morgan Stanley Africa Investment Fund 11,100 $ 151,238
Pakistan Investment Fund Inc. 23,560 144,305
Portugal Fund Inc. 11,070 136,991
R O C Taiwan Fund 13,623 141,339
Thai Cap Fund Inc. 8,940 131,865
Turkish Investment Fund Inc. 23,567 147,294
---------
2,273,761
---------
TOTAL COMMON STOCK
(Cost $ 25,055,626) $ 26,962,458
-----------
<CAPTION>
PREFERRED STOCK - 4.2% (a)
- ----------------------------------------------------------------------
Shares Value
------ -----
<S> <C> <C>
AUSTRIA - 0.8%
Creditanstalt Bank 1,834 $ 108,815
Z Laenderbank Bank Austria AG 2,812 106,443
---------
215,258
---------
GERMANY - 1.8%
Volkswagen AG 2,010 511,894
ITALY - 1.6%
Fiat SpA 67,700 123,775
IFI (Instit Financial Industries) 16,100 151,639
RAS 35,640 178,680
---------
454,094
---------
TOTAL PREFERRED STOCK
(Cost $ 1,050,348) $ 1,181,246
-----------
TOTAL INVESTMENTS - 98.3%
(Cost $ 26,105,974) (c) $ 28,143,704
-----------
</TABLE>
(a) Percentages indicated are based upon total net assets.
(b) Non-income producing security.
(c) At March 31, 1996, the net unrealized appreciation of
investments based on aggregate cost for federal tax
purposes of $ 26,113,207 was as follows:
Aggregate gross unrealized appreciation for all
investments in which there is an excess of value
over tax cost. $ 3,432,488
Aggregate gross unrealized depreciation for all
investments in which there is an excess of tax
cost over value. (1,401,991)
----------
Net unrealized appreciation $ 2,030,497
----------
(d) All or portion of security is on loan at 3/31/96 (Note 6)
SECTOR ALLOCATIONS
- -------------------------------------------------------------------------------
Basic Industries 6.4%
Capital Goods 5.2%
Consumer Basics 3.7%
Consumer Durable Goods 12.4%
Consumer Non-Durable Goods 5.0%
Energy 2.5%
Finance 33.0%
General Business 1.6%
Miscellaneous 16.1%
Shelter 4.9%
Technology 2.0%
Utilities 7.2%
The accompanying notes are an integral part of these financial statements. 10
<PAGE>
PORTFOLIO OF INVESTMENTS March 31, 1996
QUANTITATIVE FOREIGN FRONTIER FUND
- --------------------------------------------------------------------------------
COMMON STOCK - 91.2% (a)
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
ARGENTINA - 9.9%
Acindar Industria (b) 93,000 $ 54,421
Astra Cia Argentina de Petrole 19,000 40,292
Banco De Galicia Buenes Aires 9,145 54,795
Banco Frances Rio de la Plata 5,750 52,053
Ciadea SA (b) 5,000 23,007
Perez Companc SA 27,617 156,359
Telecom Argentina 20,000 83,625
Telefonica De Argentina 46,000 118,255
YPF Sociedad Anonima 9,000 180,504
--------
763,311
--------
BRAZIL - 4.2%
Eletrobras (Centr) 348,000 90,902
Light Serv Elet SA 212,000 35,737
Sider Nacional Cia 1,445,000 42,207
Souza Cruz (Cia) 6,300 47,392
Telebras 976,000 38,637
Telesp Tel Sao Paulo 237,000 35,993
White Martins SA 33,234,000 35,330
--------
326,198
--------
CHILE - 4.2%
Compania De Telecomucicacione (d) 920 77,970
Compania Cervecerias Unidas SA (d) 2,280 48,450
Empresa Nacional De Electric (d) 5,030 96,828
Enersis SA (d) 2,600 73,450
Madeco SA (d) 1,180 29,500
--------
326,198
--------
GREECE - 4.9%
A B Vassilopoulos (b) 500 6,977
Aktor (b) 600 9,420
Alpha Credit Bank 680 48,859
Aluminum Co of Greece 300 12,834
Attica Enterprises (b) 2,200 13,477
Commercial Bank Greece 780 28,638
Delta Dairy 730 10,642
Econ Viomihanies (b) 900 3,644
Epilektos Textile 2,850 11,209
Ergo Bank 660 32,346
Hellenic Bottling 1,230 45,925
Hellenic Sugar Industries 1,300 14,848
Heracles General Cement 1,700 21,535
Intracom 480 11,961
Ionian Bank 800 16,846
Michaniki SA 1,100 13,706
Naoussa Spin Mills (b) 2,000 10,508
National Bank of Greece 520 30,225
Silver & Baryte Ores (b) 500 9,812
Strintzis Shipping 1,200 5,457
Titan Cement Company 400 19,155
--------
378,024
--------
INDONESIA - 8.0%
Astra International 23,000 32,963
Barito Pacific Timber 39,500 39,711
Duta Anggada Realty 19,500 11,888
Gadjah Tunggal 23,000 14,021
Great River Industries 18,500 11,278
Gudang Garam (Perus) 11,500 142,428
Hadtex Indosyntec 15,000 8,182
HM Sampoerna 11,000 114,941
INCO (International Nickel Indonesia) 33,500 74,882
Indah Kiat Paper & Pulp (with rights
exp. 5/14/96) 39,073 24,405
Jakarta International Hotels & Dev 39,000 42,545
Pabrik Kertas Tjiwi Kimia (b) 17,151 16,692
Telekomunikasi Industries (b) 55,000 85,882
--------
619,818
--------
KOREA, REPUBLIC OF - 1.8%
Daewoo Heavy Industries (b) 1,150 11,320
Dongsuh Securities (b) 1,130 17,190
Korea Electric Power (b) 1,270 49,517
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
KOREA, REPUBLIC OF - (continued)
L.G. Chemicals (b) 760 $ 14,088
L.G. Electronics Inc. (b) 330 8,986
Pohang Iron & Steel (b) 210 15,195
Samsung Heavy (b) 570 11,003
Ssangyong Oil Refinery (b) 650 15,539
--------
142,838
--------
MALAYSIA - 8.9%
Best World Land (b) 17,000 16,472
Cold Storage (Malaysia) 11,000 16,619
Genting Berhad 5,000 45,284
Hicom Holdings Berhad (b)
(with rights exp. 4/03/96) 5,000 9,808
Idris Hydraulic (Malaysia) (b) 3,000 4,034
IGB Corporation Berhad 61,000 58,624
Leader Universal Holdings 9,333 26,576
Malaysian Airline System 14,000 45,402
Malayan Bk Berhad 5,000 46,668
Malayan United Industries 50,000 43,109
MBF Capital Berhad 47,000 62,084
Mulpha International Berhad 12,000 11,770
Multi Purpose Holding (b) 4,000 6,486
Perlis Plantations 3,000 11,034
Petronas Gas Berhad (b) 7,000 31,560
Rashid Hussain Berhad 2,000 6,367
Renong Berhad (with rights exp. 4/18/96) 14,575 17,924
Resorts World Berhad 6,000 34,170
Sarawak Enterprise (b) 3,000 6,763
Technology Resource Industries Berhad (b) 3,000 10,797
Telekom Malaysia Berhad 9,000 82,935
Tenaga Nasional 12,000 50,781
Utd Engineers Berhad (b) 3,000 20,763
YTL Corporation (b) 4,500 21,712
--------
687,742
--------
MEXICO - 8.1%
Alfa SA 2,000 26,523
Cemex SA (b) 9,000 34,434
Cifra SA De Cv (b) 21,000 27,794
Empresas La Modern (b) 5,000 22,479
Fomento Economico Mexicano 16,000 45,196
Grupo Ind Bimbo (b) 4,000 18,301
Grupo Carso (b) 18,000 140,362
Grupo Continental 7,000 24,415
Grupo Mexica SA (b) 6,000 21,484
Grupo Televisa SA (b) 2,000 25,065
Industrias Penoles (b) 4,000 17,293
Sears Roebuck Mexico (b) 9,000 23,752
Telefonos De Mexico 92,000 152,266
Tubos De Acero (b) 3,000 23,792
Vitro SA 12,000 22,662
--------
625,818
--------
PERU - 4.9%
Backus & Johnston (b) 1,400 18,252
Backus & Johnston, T Shares (b) 30,859 40,516
Banco Wiese (b) 9,200 16,340
Cementos Lima (b) 900 11,349
Compania Nazional De Cerveza (b) 1,860 7,587
Credicorp Ltd. 3,559 64,062
Enrique Ferreyros 4,988 6,252
Minas Buenaventura (b) 7,804 58,791
Minas Buenaventura, T Shares (b) 600 4,488
Minsur (b) 1,100 8,816
Pacifico Peru Suiz (b) 300 6,277
Southern Peru Copper (b) 1,261 19,703
Telefonica Del Peru 57,300 118,082
--------
380,515
--------
</TABLE>
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COMMON STOCK - (continued)
- --------------------------------------------------------------------------------
<S> <C> <C>
Shares Value
------ -----
PHILIPPINES - 8.3%
AGP Industrial Corporation (b) 9,300 $ 7,105
Ayala Corporation 27,500 39,916
Ayala Land Inc. 73,750 119,724
JG Summit Holdings Inc. 92,500 32,152
Manila Electric Company 4,050 35,735
Metro Bank & Trust Company 2,938 72,945
Petron Corporation (b) 124,075 53,317
Philippine Commercial International Bank 3,750 42,972
Philippine Long Distance 1,100 59,664
Philippine National Bank (b) 2,600 34,015
Robinsons Land Corporation (b) 151,500 26,909
San Miguel Corporation 12,680 42,622
Sm Prime Holdings (b) 183,170 54,573
Universal Robina Corporation 48,280 23,513
----------
645,162
----------
PORTUGAL - 4.8%
Banco Commercial Portugues 6,600 90,627
Banco Espirito Santo 3,500 55,837
Cimpor Cimentos de Portugues 1,000 18,837
EFACEC Emp Fabril 1,200 10,036
INAPA Inv Part Ges 300 5,207
Jeronimo Martins Sgps 500 37,101
Lusotur Sociedad Financei (b) 400 7,220
Modelo Contin Sgps Pte 1000, Bonus Issue 900 23,979
Modelo Contin Sgps 400 10,775
Portugal Telecom SA (b) 1,528 34,502
Seguros Tranquilidad 600 10,618
Sonae Investimentos 1,400 33,484
Soporcel (b) 1,000 21,269
Unicer Uniao Cervejeira 600 11,582
----------
371,074
----------
SOUTH AFRICA - 4.8%
Anglo Amer Corporation SA 1,600 103,763
De Beers Centenary 2,700 86,871
Gencor 9,000 35,518
Liberty Life Assoc. 1,600 50,273
Polifin Limited (b) 600 1,158
Sasol 3,900 38,036
South Africa Brews 1,800 57,009
----------
372,628
----------
THAILAND - 7.5%
Advanced Info Service 2,200 41,332
Bangkok Bank 5,000 67,776
Bank Of Ayudhya Public Company Limited 8,600 55,561
International Cosmetics Public Company Limited 1,800 15,696
Italian Thai Development (b) 1,700 16,189
Krung Thai Bank Public Company Limited 18,370 86,644
One Holding Company Limited (b) 9,300 22,899
Prime Fin & Secs (b) 8,700 23,861
Shinawatra Company & Communications 3,600 93,032
Telecomasia (b) 28,200 71,534
Thai Farmers Bank 5,300 62,180
Thai Melon Polyester (b) 52,967 25,192
----------
581,896
----------
TURKEY - 6.0%
Akbank (with rights exp. 3/25/96) 581,875 42,803
Aksa 87,465 32,081
Arcelik 196,554 26,065
Dogan Holding 645,000 37,762
Ege Biracilik Ve Malt 82,800 30,370
Eregli Demir Celik 234,000 27,399
Koc Holding 195,000 59,145
Netas 57,000 17,691
Petkim 93,000 68,223
T. Garanti Bankasi 216,000 20,416
T Is Bankasi (b) 302,000 33,657
Turk Hava Yollari (b) 123,000 30,366
Yapi Kredi Bankasi 468,600 35,698
----------
461,676
----------
INVESTMENT COMPANIES - 4.9%
Korea Fund Inc. 3,050 64,431
Mexico Fund Inc. 8,000 123,000
R O C Taiwan Fund 18,100 187,788
----------
375,219
----------
TOTAL COMMON STOCK
(Cost $ 7,000,572) $7,058,117
----------
PREFERRED STOCK - 5.7%
- --------------------------------------------------------------------------------
BRAZIL - 5.2%
Banco Do Brasil SA (b) 770,000 7,796
Banco Bradesco SA 3,450,844 36,161
Banco Itau SA 89,000 31,628
Cemig Cia Energ Mg 620,500 17,402
Cesp Cia Energ Sp (b) 363,000 12,312
Electrobras (Centr) 80,000 21,869
Itausa Investment SA 54,000 36,630
Petrol Brasileiros 389,000 46,474
Telebras 1,579,000 78,654
Compania Vale Rio Doce 206,000 32,328
----------
400,378
----------
MEXICO - 0.6%
Cemex SA (b) 10,000 35,541
TOTAL PREFERRED STOCK
(Cost $ 521,670) $ 435,919
----------
TOTAL INVESTMENTS - 96.9%
(Cost $ 7,522,242) (c) $7,494,036
----------
(a) Percentages indicated are based upon total net assets.
(b) Non-income producing security.
(c) At March 31, 1996, the net unrealized depreciation of
investments based on aggregate cost for federal tax
purposes of $ 7,522,242 was as follows:
Aggregate gross unrealized appreciation for all
investments in which there is an excess of value
over tax cost. $ 819,185
Aggregate gross unrealized depreciation for all
investments in which there is an excess of tax
cost over value. (847,391)
----------
Net unrealized depreciation $ (28,206)
----------
(d) ADS - American Depository Shares
</TABLE>
<TABLE>
<CAPTION>
SECTOR ALLOCATIONS
- --------------------------------------------------------------------------------
<S> <C>
Basic Industries 10.1%
Capital Goods 2.1%
Consumer Basics 8.5%
Consumer Durable Goods 0.5%
Consumer Non-Durable Goods 2.8%
Consumer Services 2.7%
Energy 8.6%
Finance 23.3%
General Business 4.5%
Miscellaneous 12.8%
Real Estate 2.0%
Shelter 2.3%
Technology 2.0%
Transportation 0.2%
Utilities 17.6%
</TABLE>
NOTES TO FINANCIAL STATEMENTS
The accompanying notes are an integral part of these financial statements. 12
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES March 31, 1996
<TABLE>
<CAPTION>
Disciplined
Assets : Numeric Numeric II Growth
---------------- ---------------- ----------------
<S> <C> <C> <C>
Investments at value (Note 2)
See accompanying schedules $ 107,228,168 $ 10,231,981 $ 1,754,211
Foreign currency at value (Cost $ 201,612 for International Equity
and $ 16,911 for Foreign Frontier) (Note 2) -- -- --
Cash 7,144,136 1,568,717 196,575
Deposits for securities sold short (Note 7) -- 155,475 --
Collateral for securities loaned at value (Note 6) -- -- --
Dividends and interest receivable 22,035 16,111 1,160
Receivable for investments sold 2,751,868 321,104 --
Receivable for shares of beneficial interest sold 35,084 38,731 --
Deferred organization costs 11,844 -- --
Other assets 2,774 697 683
---------------- ---------------- ----------------
Total assets 117,195,709 12,332,818 1,952,629
---------------- ---------------- ----------------
Liabilities :
Collateral for securities loaned (Note 6) -- -- --
Payable for securities sold short (Note 7) -- 155,475 --
Payable for dividends on securities sold short -- 780 --
Payable for investments purchased 2,345,030 1,511,945 --
Payable for shares of beneficial interest repurchased 218,436 -- --
Payable for compensation of Manager (Note 3) 97,044 6,441 940
Payable for distribution fees (Note 3) 29,864 -- --
Payable to custodian 4,069 8,198 3,723
Payable to transfer agent (Note 3) 14,303 -- 103
Other accrued expenses 66,157 4,161 123
---------------- ---------------- ----------------
Total liabilities 2,774,903 1,687,000 4,889
---------------- ---------------- ----------------
Net assets $ 114,420,806 $ 10,645,816 $ 1,947,740
---------------- ---------------- ----------------
Net Assets consist of :
Shares of beneficial interest $ 88,911,684 $ 9,628,018 $ 1,732,379
Undistributed (overdistributed) net investment income -- 19,569 --
Accumulated net realized gain (loss) on investments and
foreign denominated assets, liabilities and currency 17,543,744 181,784 106,708
Unrealized appreciation (depreciation) of investments
and foreign denominated assets, liabilities and currency 7,995,178 616,445 108,653
---------------- ---------------- ----------------
$ 114,420,806 $ 10,645,616 $ 1,947,740
---------------- ---------------- ----------------
Investment securities, at cost $ 99,262,990 $ 8,615,535 $ 1,645,558
---------------- ---------------- ----------------
Net assets
Ordinary Shares $ 71,618,121 $ 6,024,684 $ 1,680,947
---------------- ---------------- ----------------
Institutional Shares $ 42,602,685 $ 4,621,132 $ 66,793
---------------- ---------------- ----------------
Shares of beneficial interest outstanding *(Unlimited number of shares authorized)
Ordinary Shares 3,787,464 456,331 149,337
---------------- ---------------- ----------------
Institutional Shares 2,214,798 349,960 5,300
---------------- ---------------- ----------------
Net asset value and offering price per share**
Ordinary Shares $ 18.91 $ 13.20 $ 12.60
Institutional Shares $ 19.33 $ 13.20 $ 12.60
---------------- ---------------- ----------------
<CAPTION>
Growth and International Foreign
Assets : Income Equity Frontier
---------------- ---------------- ----------------
<S> <C> <C> <C>
Investments at value (Note 2)
See accompanying schedules $ 42,489,394 $ 28,143,704 $ 7,494,036
Foreign currency at value (Cost $ 201,612 for International Equity
and $ 16,911 for Foreign Frontier) (Note 2) -- 202,799 16,534
Cash 769,194 271,949 364,814
Deposits for securities sold short (Note 7) -- -- --
Collateral for securities loaned at value (Note 6) -- 565,591 --
Dividends and interest receivable 86,794 121,867 11,216
Receivable for investments sold -- -- --
Receivable for shares of beneficial interest sold 24,330 -- --
Deferred organization costs -- -- --
Other assets 32,290 13,997 697
---------------- ---------------- ----------------
Total assets 43,402,002 29,319,907 7,887,297
---------------- ---------------- ----------------
Liabilities :
Collateral for securities loaned (Note 6) -- 565,591 --
Payable for securities sold short (Note 7) -- -- --
Payable for dividends on securities sold short -- -- --
Payable for investments purchased -- -- 120,216
Payable for shares of beneficial interest repurchased 49,855 6,265 2,575
Payable for compensation of Manager (Note 3) 28,239 25,106 5,152
Payable for distribution fees (Note 3) 18,017 11,952 3,219
Payable to custodian 2,932 11,385 9,111
Payable to transfer agent (Note 3) 4,778 4,519 1,035
Other accrued expenses 56,800 52,122 9,531
---------------- ---------------- ----------------
Total liabilities 160,621 676,940 150,839
Net assets $ 43,241,381 $ 28,642,967 $ 7,736,458
---------------- ---------------- ----------------
Net Assets consist of :
Shares of beneficial interest $ 35,489,073 $ 27,971,563 $ 7,980,289
Undistributed (overdistributed) net investment income 189,920 (103,471) (18,981)
Accumulated net realized gain (loss) on investments and
foreign denominated assets, liabilities and currency 2,947,883 (1,264,675) (178,250)
Unrealized appreciation (depreciation) of investments
and foreign denominated assets, liabilities and currency 4,634,505 2,038,550 (28,580)
---------------- ---------------- ----------------
$ 43,241,381 $ 28,642,967 $ 7,736,458
---------------- ---------------- ----------------
Investment securities, at cost $ 37,654,889 $ 26,105,974 $ 7,522,242
---------------- ---------------- ----------------
Net assets
Ordinary Shares $ 41,352,928 $ 27,402,129 $ 7,736,458
---------------- ---------------- ----------------
Institutional Shares $ 1,885,453 $ 1,240,838 $ --
---------------- ---------------- ----------------
Shares of beneficial interest outstanding *(Unlimited number of shares authorized)
Ordinary Shares 2,836,092 2,550,692 923,667
---------------- ---------------- ----------------
Institutional Shares 129,486 115,655 --
---------------- ---------------- ----------------
Net asset value and offering price per share**
Ordinary Shares $ 14.57 $ 10.70 $ 8.38
Institutional Shares 14.58 $ 10.73 $ --
---------------- ---------------- ----------------
</TABLE>
* At March 31, 1996 there were no Institutional Shares outstanding for Foreign
Frontier.
** A deferred sales charge amounting to 1% of the net asset value of the
Ordinary Shares redeemed is withheld and paid to the Distributor. No deferred
sales charge is withheld from redemptions of the Institutional Shares.
The accompanying notes are an integral part of these financial statements.
<TABLE>
<S> <C> <C> <C> <C> <C>
170,695 8,508 1,139 86,470 77,067 28,463
211,437 18,800 4,839 110,766 105,084 28,048
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
STATEMENT OF OPERATIONS Year Ended March 31, 1996
<TABLE>
<CAPTION>
Disciplined
Numeric Numeric II Growth
----------------- -------------------- ------------------
<S> <C> <C> <C>
Investment Income :
Dividends $ 518,302 $ 91,890 $ 10,072
Interest 263,771 3,126 ----
---------------- ------------------ ------------------
Total investment income 782,073 95,016 10,072
----------------- ------------------- ------------------
Expenses:
Compensation of Manager (Note 3) 1,093,661 39,593 11,066
Distribution fees, Ordinary Shares (Note 3) 325,625 13,024 5,349
Custodian fees 135,317 68,311 49,165
Transfer agent fees (Note 3) :
Ordinary Shares 84,789 4,241 1,627
Institutional Shares 61,804 2,021 66
Audit and legal 84,805 1,676 196
Registration fees 63,814 1,464 197
Amortization of organizational expenses
(Note 2) 8,892 ---- ----
Insurance 24,084 558 75
Compensation of Trustees (Note 3) 11,839 278 38
Printing 13,602 312 42
Dividends on short positions 5,613 1,799 ----
Miscellaneous 20,591 498 139
----------------- -------------------- ------------------
Total expenses before waivers and/or
reimbursements, and reductions 1,934,436 133,775 67,960
Waivers and/or reimbursements of
expenses (Note 3) ---- (46,273) (42,401)
Fees reduced by credits allowed by
Custodian (Note 3) (97,172) (15,736) (5,623)
----------------- -------------------- ------------------
Expenses, net 1,837,264 71,766 19,936
----------------- -------------------- ------------------
Net investment income (loss) (1,055,191) 23,250 (9,864)
----------------- -------------------- ------------------
Realized and Unrealized Gain (Loss) on
Investments, Foreign Currency and
Foreign Translation:
Net realized gain (loss) (Notes 2 and 5) on:
Investments 23,278,130 269,442 116,867
Foreign denominated assets, liabilities
and currency ---- ---- ----
Closed short sales 5,889,621 17,386 ----
Distributions of realized gains from other
investment companies ---- ---- ----
Change in unrealized appreciation
(depreciation) of:
Investments 3,395,846 612,217 98,545
Foreign denominated assets, liabilities and
currency ---- ---- ----
Net realized and unrealized gain (loss) 32,563,597 899,045 215,412
Net increase (decrease) in net assets ---------------- -------------------- ------------------
resulting from operations $ 31,508,406 $ 922,295 $ 205,548
----------------- -------------------- ------------------
</TABLE>
STATEMENT OF OPERATIONS Year Ended March 31, 1996
<TABLE>
<CAPTION>
Growth and International Foreign
Income Equity Frontier
----------------- -------------------- --------------------
<S> <C> <C> <C>
Investment Income :
Dividends " $ 1,049,486 $ 653,600 $ 107,740
Interest ---- 4,223 2,489
----------------- -------------------- --------------------
Total investment income 1,049,486 657,823 110,229
----------------- -------------------- --------------------
Expenses :
Compensation of Manager (Note 3) 321,748 321,897 50,458
Distribution fees, Ordinary Shares (Note 3) 204,464 141,405 31,535
Custodian fees 59,407 101,364 71,691
Transfer agent fees (Note 3) :
Ordinary Shares 52,655 37,240 8,502
Institutional Shares 2,768 5,395 ----
Audit and legal 33,685 24,733 4,100
Registration fees 25,362 18,607 3,153
Amortization of organizational expenses
(Note 2) ---- ---- ----
Insurance 9,572 7,022 1,193
Compensation of Trustees (Note 3) 4,706 3,451 587
Printing 5,406 3,966 672
Dividends on short positions ---- ---- ----
Miscellaneous 13,606 6,354 1,024
----------------- -------------------- --------------------
Total expenses before waivers and/or
reimbursements, and reductions 733,379 671,434 172,915
Waivers and/or reimbursements of
expenses (Note 3) ---- ---- ----
Fees reduced by credits allowed by
Custodian (Note 3) (39,668) (17,090) (9,472)
----------------- -------------------- --------------------
Expenses, net 693,711 654,344 163,443
----------------- -------------------- --------------------
Net investment income (loss) 355,775 3,479 (53,214)
----------------- -------------------- --------------------
Realized and Unrealized Gain (Loss) on
Investments, Foreign Currency and
Foreign Translation:
Net realized gain (loss) (Notes 2 and 5) on:
Investments 7,094,968 1,499,250 (171,191)
Foreign denominated assets, liabilities
and currency ---- (3,666) (11,853)
Closed short sales ---- ---- ----
Distributions of realized gains from other
investment companies ---- 63,004 1,092
Change in unrealized appreciation
(depreciation) of :
Investments 1,060,268 471,568 1,016,469
Foreign denominated assets, liabilities and
currency ---- (12,055) (316)
------------------- ------------------- --------------------
Net realized and unrealized gain (loss) 8,155,236 2,018,101 834,201
Net increase (decrease) in net assets -------------------- -------------------- --------------------
$ 8,511,011 $ 2,021,580 & 780,987
-------------------- -------------------- --------------------
</TABLE>
* Dividends are net of foreign withholding taxes of $ 14 for Disciplined
Growth, $ 9 for Growth and Income, $ 83,212 for International Equity, and
$ 11,230 for Foreign Frontier.
The accompanying notes are an integral part of these financial statements.
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Numeric Numeric II
------------------------------------ -----------------------------------
Oct. 3, 1994
(commencement
Year ended Year ended Year ended of operations) to
March 31, 1996 March 31, 1995 March 31, 1996 March 31, 1995
---------------- --------------- --------------- ------------------
<S> <C> <C> <C> <C>
Increase (Decrease) in Net Assets :
Operations:
Net investment income (loss) $ (1,055,191) $ (879,855) $ 23,250 $ 688
Net realized gain (loss) on investments
foreign denominated assets, liabilities
and currency and closed short sales 29,167,751 3,109,411 286,828 ----
Distributions of realized gains from other
investment companies ---- ---- ---- ----
Unrealized appreciation (depreciation)
of investments and foreign denominated
assets, liabilities and currency 3,395,846 6,661,163 612,217 4,228
---------------- -------------- ------------- ----------
Net increase (decrease) in net assets
resulting from operations 31,508,406 8,890,719 922,295 4,916
Distributions to shareholders from:
Net investment income
Ordinary Shares ---- ---- (2,039) ----
Institutional Shares ---- ---- (2,330) ----
Net realized gains
Ordinary Shares (7,745,702) (2,932,328) (61,674) ----
Institutional Shares (5,025,933) (2,432,095) (43,370) ----
---------------- -------------- ------------- ----------
(12,771,635) (5,364,423) (109,413) ----
---------------- -------------- ------------- ----------
Fund share transactions (Note 13) (5,279,660) 32,410,964 9,412,667 415,351
---------------- -------------- ------------- ----------
Increase (decrease) in net assets 13,457,111 35,937,260 10,2225,549 420,267
Net assets beginning of year 100,963,695 65,026,435 420,267 ----
---------------- -------------- ------------- ----------
Net assets end of year (*) $ 114,420,806 $ 100,963,695 $ 10,645,816 $ 420,267
================ ============== ============= ==========
(*) Includes undistributed (overdistributed)
net investment income of ---- ---- $ 19,569 $ 688
</TABLE>
<TABLE>
<CAPTION>
Disciplined Growth
---------------------------------------
Oct. 3, 1994
(commencement
Year ended of operations) to
March 31, 1996 March 31, 1995
---------------- ------------------
<S> <C> <C>
Increase (Decrease) in Net Assets :
Operations:
Net investment income (loss) $ (9,864) $ 1,105
Net realized gain (loss) on investments
foreign denominated assets, liabilities
and currency and closed short sales 116,867 (382)
Distributions of realized gains from other
investment companies ---- ----
Unrealized appreciation (depreciation)
of investments and foreign denominated
assets, liabilities and currency 98,545 10,108
---------------- --------------
Net increase (decrease) in net assets
resulting from operations 205,548 10,831
Distributions to shareholders from:
Net investment income
Ordinary Shares (984) ----
Institutional Shares (45) ----
Net realized gains
Ordinary Shares ---- ----
Institutional Shares ---- ----
---------------- --------------
(1,029) ----
---------------- --------------
Fund share transactions (Note 13) 1,382,447 349,943
---------------- --------------
Increase (decrease) in net assets 1,586,966 360,774
Net assets beginning of year 360,774 ----
---------------- --------------
Net assets end of year (*) $ 1,947,740 $ 360,774
================ ==============
(*) Includes undistributed (overdistributed)
net investment income of $ ---- $ 1,105
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Income from
Investment Operations Distributions
----------------------------------------- ----------------------------
Net Asset Net Realized Dividends Distributions
Value at Net and Unrealized Total from from Net from
Beginning Investment Gain (Loss) Investment Investment Realized Total
of Period Income on Securities Operations Income Capital Gain Distributions
Numeric
Ordinary Shares
<S> <C> <C> <C> <C> <C> <C> <C>
Sept. 8,1992** to March 31, 1993 $ 10.00 (0.06)(a) 4.18 4.12 --- --- ---
Year Ended March 31, 1994 $ 14.12 (0.09) 2.57 2.48 --- (1.27) (1.27)
Year Ended March 31, 1995 (f) $ 15.33 (0.20) 1.67 1.47 --- (0.99) (0.99)
Year Ended March 31, 1996 (f) $ 15.81 (0.21)(a) 5.54 5.33 --- (2.23) (2.23)
Institutional Shares (d)
Jan. 6, 1993** to March 31, 1993 $ 12.88 (0.02)(a) 1.29 1.27 --- --- ---
Year Ended March 31, 1994 $ 14.15 (0.05) 2.63 2.58 --- (1.27) (1.27)
Year Ended March 31, 1995 (f) $ 15.46 (0.13) 1.71 1.58 --- (0.99) (0.99)
Year Ended March 31, 1996 (f) $ 16.05 (0.12)(a) 5.63 5.51 --- (2.23) (2.23)
Numeric II
Ordinary Shares
Oct. 3, 1994** to March 31, 1995 (f) $ 10.00 0.05 (a) 0.07 0.12 --- --- ---
Year Ended March 31, 1996 (f) $ 10.12 0.06 (a) 3.27 3.33 (0.01) (0.24) (0.25)
Institutional Shares
April 17, 1995** to March 31, 1996 (f) $ 10.27 0.10 (a) 3.09 3.19 (0.02) (0.24) (0.26)
Disciplined Growth
Ordinary Shares
Oct. 3, 1994** to March 31, 1995 (f) $ 10.00 0.05 (a) 0.27 0.32 --- --- ---
Year Ended March 31, 1996 (f) $ 10.32 (0.10)(a) 2.39 2.29 (0.01) --- (0.01)
Institutional Shares
July 26, 1995** to March 31, 1996 (f) $ 11.26 (0.14)(a) 1.49 1.35 (0.01) --- (0.01)
Growth and Income
Ordinary Shares
Year Ended March 31, 1992 $ 16.05 0.19 1.25 1.44 (0.21) (1.23) (1.44)
Year Ended March 31, 1993 $ 16.05 0.17 1.98 2.15 (0.18) (0.75) (0.93)
Year Ended March 31, 1994 $ 17.27 0.18 0.21 0.39 (0.16) (3.64) (3.80)
Year Ended March 31, 1995 (f) $ 13.86 0.14 1.44 1.58 (0.16) (1.56) (1.72)
Year Ended March 31, 1996 (f) $ 13.72 0.12 (a) 2.89 3.01 (0.13) (2.03) (2.16)
</TABLE>
<TABLE>
<CAPTION>
Ratios and Supplemental Data
-----------------------------------------------
Ratio of Ratio of Net
Net Assets Operating Investment
Net Asset End of Expenses Income (Loss)
Value End Total Period to Average to Average Portfolio
of Period Return (c) (000's) Net Assets Net Assets Turnover
Numeric
Ordinary Shares
<S> <C> <C> <C> <C> <C> <C>
Sept. 8, 1992** to March 31, 1993 $ 14.12 73.73 % (b) $ 14,066 2.07 % (b) (1.41)% (b) 139.00 %
Year Ended March 31, 1994 $ 15.33 17.80 % $ 40,852 1.83 % (1.30)% 389.00 %
Year Ended March 31, 1995 (f) $ 15.81 10.24 % $ 53,920 1.84 % (1.31)% 320.00 %
Year Ended March 31, 1996 (f) $ 18.91 34.25 % $ 71,618 1.97 % * (1.17)% 324.00 %
Institutional Shares (d)
Jan. 6, 1993** to March 31, 1993 $ 14.15 43.07 % (b) $ 2,979 1.39 % (b) (0.79)% (b) 73.00 %
Year Ended March 31, 1994 $ 15.46 18.50 % $ 24,175 1.23 % (0.70)% 389.00 %
Year Ended March 31, 1995 (f) $ 16.05 10.88 % $ 47,044 1.36 % (0.82)% 320.00 %
Year Ended March 31, 1996 (f) $ 19.33 34.89 % $ 42,803 1.47 % * (0.67)% 324.00 %
Numeric II
Ordinary Shares
Oct. 3, 1994** to March 31, 1995 (f) $ 10.12 1.20 % $ 420 -- % 1.50 % (b) 0.00 %
Year Ended March 31, 1996 (f) $ 13.20 33.01 % $ 6,025 2.34 % * 0.46 % 181.00 %
Institutional Shares
April 17, 1995** to March 31, 1996 (f) $ 13.20 31.12 % $ 4,621 2.02 % (b) 0.87 % (b) 181.00 %
Disciplined Growth
Ordinary Shares
Oct. 3, 1994** to March 31, 1995(f) $ 10.32 3.20 % $ 361 -- % 1.03 % (b) 17.82 %
Year Ended Maarch 31, 1996 (f) $ 12.60 22.18 % $ 1,881 2.31 % * (0.88)% 307.00 %
Institutional Shares
July 26, 1995** to March 31, 1996 (f) $ 12.60 11.97 % $ 67 2.29 % (b) (1.16)% (b) 307.00 %
Growth and Income
Ordinary Shares
Year Ended March 31, 1992 $ 16.05 9.81 % $ 43,884 1.84 % 1.16 % 60.00 %
Year Ended March 31, 1993 $ 17.27 13.77 % $ 43,320 1.84 % 0.98 % 78.00 %
Year Ended March 31, 1994 $ 13.86 1.51 % $ 36,510 1.72 % 1.02 % 110.00 %
Year Ended March 31, 1995 (f) $ 13.72 12.71 % $ 37,048 1.69 % 1.01 % 121.00 %
Year Ended March 31, 1996 (f) $ 14.57 22.17 % $ 41,353 1.73 % * 0.81 % 152.00 %
Year End$
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
FINANCIAL HIGHLIGHTS - Continued
<TABLE>
<CAPTION>
Income from
Investment Operations
----------------------------------------------
Net Asset Net Realized
Value at Net and Unrealized Total from
Beginning Investment Gain (Loss) Investment
of Period Income on Securities Operations
<S> <C> <C> <C> <C>
Growth and Income
Institutional Shares (d)
Year Ended March 31, 1992 $ 16.05 0.28 1.23 1.51
Year Ended March 31, 1993 $ 16.06 0.25 1.99 2.24
Year Ended March 31, 1994 $ 17.28 0.28 0.19 0.47
Year Ended March 31, 1995 (f) $ 13.86 0.21 1.44 1.65
Year Ended March 31, 1996 (f) $ 13.72 0.20 (a) 2.89 3.09
International Equity
Ordinary Shares
Year Ended March 31, 1992 $ 8.38 0.04 (a) (0.35) (0.31)
Year Ended March 31, 1993 $ 7.97 0.09 (a) 0.04 0.13
Year Ended March 31, 1994 $ 8.03 0.00 (a) 2.28 2.28
Year Ended March 31, 1995 (f) $ 10.18 (0.03)(a) 0.04 0.01
Year Ended March 31, 1996 (f) $ 10.06 0.00 (a) 0.67 0.67
Institutional Shares (d)
April 25, 1990** to March 31, 1991 $ 11.19 0.17 (a) (1.96) (1.79)
April 1, 1991 to March 19, 1992 $ 9.40 0.09 (a) (1.40) (1.31)
August 25, 1994** to March 31, 1995 (f) $ 11.00 0.01 (a) (0.73) (0.72)
Year Ended March 31, 1996 (f) $ 10.10 0.04 (a) 0.66 0.70
Foreign Frontier
August 8, 1994** to March 31, 1995 (f) $ 10.00 (0.05)(a) (2.71) (2.76)
Year Ended March 31, 1996 (f) $ 7.24 (0.07)(a) 1.21 1.14
</TABLE>
<TABLE>
<CAPTION>
Distributions
------------------------------------------------
Dividends Distributions
from Net from Net Asset
Investment Realized Total Value End Total
Income Capital Gains Distributions of Period Return (c)
<S> <C> <C> <C> <C> <C>
Growth and Income
Institutional Shares (d)
March 31, 1991
Year Ended March 31, 1992 (0.27) (1.23) (1.50) $ 16.06 10.03 %
Year Ended March 31, 1993 (0.27) (0.75) (1.02) $ 17.28 14.30 %
Year Ended March 31, 1994 (0.25) (3.64) (3.89) $ 13.86 1.99 %
Year Ended March 31, 1995 (f) (0.23) (1.56) (1.79) $ 13.72 13.29 %
Year Ended March 31, 1996 (f) (0.20) (2.03) (2.23) $ 14.58 22.75 %
International Equity
Ordinary Shares
Year Ended March 31, 1992 (0.10) --- (0.10) $ 7.97 (3.70)%
Year Ended March 31, 1993 (0.07) --- (0.07) $ 8.03 1.70 %
Year Ended March 31, 1994 (0.13) --- (0.13) $ 10.18 28.69 %
Year Ended March 31, 1995 (f) (0.13) --- (0.13) $ 10.06 0.07 %
Year Ended March 31, 1996 (f) (0.03) --- (0.03) $ 10.70 6.63 %
Institutional Shares (d)
April 25, 1990** to March 31, 1991 --- --- --- $ 9.40 (17.18)% (b)
April 1, 1991 to March 19, 1992 (0.15) --- (0.15) $ 7.94 (e) (14.62)% (b)
August 25, 1994** to March 31, 1995 (f) (0.18) --- (0.18) $ 10.10 (6.57)%
Year Ended March 31, 1996 (f) (0.07) --- (0.07) $ 10.73 6.95 %
Foreign Frontier
August 8, 1994** to March 31, 1995 (f) --- --- --- $ 7.24 (27.60)%
Year Ended March 31, 1996 (f) --- --- --- $ 8.38 15.75 %
</TABLE>
<TABLE>
<CAPTION>
Ratios and Supplemental Data
--------------------------------------------
Ratio of Ratio of Net
Net Assets Operating Investment
End of Expenses Income (Loss)
Period to Average to Average Portfolio
(000's) Net Assets Net Assets Turnover
<S> <C> <C> <C> <C>
Growth and Income
Institutional Shares (d)
Year Ended March 31, 1992 $ 4,753 1.44 % 1.39 % 60.00 %
Year Ended March 31, 1993 $ 6,451 1.33 % 1.46 % 78.00 %
Year Ended March 31, 1994 $ 3,990 1.22 % 1.52 % 110.00 %
Year Ended March 31, 1995 (f) $ 1,975 1.23 % 1.48 % 121.00 %
Year Ended March 31, 1996 (f) $ 1,888 1.24 % * 1.31 % 152.00 %
International Equity
Ordinary Shares
Year Ended March 31, 1992 $ 19,676 2.12 % 0.47 % 52.00 %
Year Ended March 31, 1993 $ 17,429 2.28 % 1.08 % 16.00 %
Year Ended March 31, 1994 $ 26,222 2.01 % (0.08)% 40.00 %
Year Ended March 31, 1995 (f) $ 27,657 1.91 % (0.24)% 46.48 %
Year Ended March 31, 1996 (f) $ 27,402 2.15 % * (0.04)% 43.00 %
Institutional Shares (d)
April 25, 1990** to March 31, 1991 $ 4,178 1.50 % (b) 1.56 % (b) 159.00 %
April 1, 1991 to March 19, 1992 $ 0 1.63 % 1.05 % 52.00 %
August 25, 1994** to March 31, 1995 (f) $ 3,052 1.66 % (b) 0.13 % (b) 46.48 %
Year Ended March 31, 1996 (f) $ 1,241 1.65 % * 0.38 % 43.00 %
Foreign Frontier
August 8, 1994** to March 31, 1995 (f) $ 4,259 2.54 % (b) (1.03)% (b) 10.72 %
Year Ended March 31, 1996 (f) $ 7,736 2.74 % * (0.84)% 9.00 %
</TABLE>
* Expense ratios for the period ended March 31, 1996 are shown for the first
time gross of custody credits (Notes 3 and 6) in accordance with new SEC
regulations. These credits are generated by interest earned on uninvested
cash balances maintained by the funds, and are used to offset custodial
expenses of the fund. The funds expense ratios net of such credits, as
reported in prior periods, would have been as follows: Numeric Ordinary and
Institutional Shares, 1.88% and 1.38%, respectively; Numeric II Ordinary
and Institutional Shares, 1.92% and 1.66% (annualized), respectively;
Disciplined Growth Ordinary and Institutional Shares, 1.79% and 2.05%
(annualized), respectively; Growth and Income Ordinary and Institutional
Shares, 1.64% and 1.15%, respectively; International Equity Ordinary and
Institutional Shares, 2.09% and 1.59%, respectively; and Foreign Frontier
Ordinary Shares, 2.59%.
** Commencement of Operations
(a) Reflects expense waivers/reimbursements and reductions in effect during the
period. See Note 3 to the Financial Statements. As a result of such
waivers/reimbursements and reductions, expenses of the Quantitative Numeric
Fund Ordinary Shares for the periods ended March 31, 1996 and 1993 reflect
a reduction of $0.02 and $0.03 per share; expenses of the Quantitative
Numeric II Fund Ordinary Shares for the periods ended March 31,1996 and
March 31,1995 reflect a reduction of $0.23 and $0.76 per share; expenses of
the Quantitative Numeric II Fund Institutional Shares the period ended
March 31,1996 reflects a reduction of $0.11 per share; expenses of the
Quantitative Disciplined Growth Fund Ordinary Shares for the periods ended
March 31, 1996 and March 31, 1995 reflect a reduction of $0.51 and $0.45
per share;expenses of the Quantitative Disciplined Growth Fund
Institutional Shares for the period ended March 31, 1996 reflect a
reduction of $0.28 per share; expenses of the Quantitative Growth and
Income Fund Ordinary Shares for the period ended 1996 reflect a reduction
of $0.01 per share; expenses of the Quantitative Growth and Income
Institutional Shares for the period ended March 31, 1996 reflect a
reduction of $0.01 per share; expenses of the Quantitative International
Equity Shares for the periods ended March 31, 1996, 1995, 1994, 1993 and
1992 reflect a reduction of $0.01, $0.01, $0.01, $0.05 and $0.04 per share
respectively; expenses of the Quantitative International Equity Fund
Institutional Shares for the periods ended March 31, 1996, 1995, 1992 and
1991 reflect a reduction of $0.01, $0.01, $0.04 and $0.03 per share; and
expenses of the Quantitative Foreign Frontier Fund Ordinary Shares for the
periods ended March 31, 1996 and 1995 reflect $0.01 and $0.02 per share.
(b) Annualized
(c) Total Return does not include the one time 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 fees had not been reduced by credits allowed by
the custodian.
(d) Investment income and expenses for the periods ending March 31, 1991
through March 31, 1994 were calculated for the Ordinary Shares and then
adjusted for the differences in distribution and transfer agency expenses
borne by the two classes of shares.
(e) Amount represents the last net asset value per share before the March 19,
1992 redemption which resulted in this Fund having no Institutional
shareholders and no Institutional Shares of beneficial interest outstanding
from that date until August 25, 1994.(Note 1)
(f) Per share numbers have been calculated using the average shares method.
The accompanying notes are an integral part of these financial statements.
<PAGE>
1. Organization of the Trust.
The Quantitative Group of Funds (the "Trust") is organized as a Massachusetts
business trust and is registered under the Investment Company Act of 1940, as
amended, as a non-diversified, open-end management investment company. The Trust
currently has six series (individually a "Fund" and collectively the "Funds")
each with a distinct investment objective: Quantitative Numeric, Quantitative
Numeric II, Quantitative Disciplined Growth, Quantitative Growth and Income,
Quantitative International Equity, and Quantitative Foreign Frontier.
The Quantitative Numeric Fund ("Numeric") seeks maximum long-term capital
appreciation by investing primarily in common stocks of companies with smaller
($800 million or less) market capitalizations or larger companies with higher
than average expected earnings growth rates.
The Quantitative Numeric II Fund ("Numeric II") seeks long-term growth of
capital by investing primarily in common stock of companies with medium ($800
million to $5 billion) market capitalizations.
The Quantitative Disciplined Growth Fund ("Disciplined Growth") seeks long-term
growth of capital by investing primarily in common stock of companies with
smaller (less than $800 million) or medium ($800 million to $5 billion) market
capitalizations.
The Quantitative Growth and Income Fund ("Growth and Income") seeks long-term
growth of capital and income by investing primarily in common stocks of larger
companies having substantial equity capital that are currently paying dividends.
The Quantitative International Equity Fund ("International Equity") seeks long-
term capital growth and income by investing primarily in foreign securities.
Generally, the Fund invests in Western Europe, Australia, and the larger capital
markets in the Far East.
The Quantitative Foreign Frontier Fund ("Foreign Frontier") seeks long-term
growth of capital by investing in securities of foreign issuers located in
emerging markets.
Holders of Institutional Shares bear no portion of the 12b-1 Plan expense of the
Funds and are not entitled to vote on matters involving the 12b-1 Plan. Ordinary
Shares are sold subject to a 12b-1 Plan as well as a deferred sales charge. At
March 31, 1996, there are no Institutional Shares outstanding for Foreign
Frontier.
2. Significant Accounting Policies.
The following is a summary of significant accounting policies followed by the
Funds in the preparation of their financial statements. The policies are in
conformity with generally accepted accounting principles for investment
companies, which require management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements. Actual
results could differ from these estimates.
Security Valuation. Portfolio securities are valued each business day at the
last reported sale price on the principal exchange or market on which they are
traded. If there is no such reported sale, the securities are valued at the mean
between the last reported bid and asked price. Short-term investments that
mature in 60 days or less are valued at amortized cost. 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 Trustees.
Security Transactions and Related Investment Income. Security transactions are
accounted for on the trade date (the date the order to buy or sell is executed).
Dividend income is recorded on the ex-dividend date, except that certain
dividends from foreign securities are recorded as soon as the Funds are informed
of the ex-dividend date. Dividends declared on short positions existing on the
record date shall be recorded on the ex- dividend date and included as an
expense of the period. Interest income is recorded on the accrual basis. In
determining the net gain or loss on securities sold, the cost of securities is
determined on the identified cost basis. Each Fund's investment income and
realized and unrealized gains and losses are allocated among classes based upon
the daily relative net assets.
Repurchase Agreements. The Funds' custodian takes possession through the federal
book-entry system of securities collateralizing repurchase agreements.
Collateral is marked-to-market daily to ensure that the market value of the
underlying assets remains sufficient to protect the Funds. The Funds may
experience costs and delays in liquidating the collateral if the issuer defaults
or enters into bankruptcy.
Short Sales "Against the Box." In a short sale against the box, a Fund sells a
borrowed security, while at the same time owning an identical security in the
portfolio. While the short sale is outstanding, a Fund will not dispose of the
security hedged by the short sale.
When a Fund sells short against the box, it will establish a margin account with
the broker lending the security sold short. While the short sale is outstanding,
the broker retains the proceeds of the short sale, and the Fund pledges
securities as additional collateral. The
<PAGE>
Fund earns interest from the broker on the proceeds of the short sale and
accrues such interest on a daily basis.
Foreign Currency Transactions. All monetary items denominated in foreign
currencies are translated into U.S. dollars based on the prevailing exchange
rate at the close of each business day. Income and expenses denominated in
foreign currencies are translated at the prevailing rates of exchange when
accrued or incurred.
Reported net realized gains and losses on foreign currency transactions
represent net gains and losses from currency gains and losses realized between
the trade and settlement dates on investment transactions, and the difference
between the amount of net investment income accrued and the U.S. dollar amount
actually received. The effects of changes in foreign currency exchange rates on
investments in securities are not segregated in the Statement of Operations from
the effects of changes in market prices of those securities, but are included
with the net realized and unrealized gain or loss on investments.
Unamortized Organization Expenses. Costs incurred with Numeric's organization
and registration are being amortized over the period of benefit, not to exceed
60 months.
Expenses. The majority of the expenses of the Funds are attributed to the
individual Funds for which they are incurred. Expenses that are not attributed
to a specific Fund are allocated in proportion to the respective net assets of
the Funds. Expenses allocable to a Fund are borne pro rata by the holders of
both classes of shares of such Fund, except that 12b-1 Plan expenses will not be
borne by the holders of Institutional Shares and each class has its own transfer
agency fee.
3. Management Fee, Advisory Contracts and
Other Affiliate Transactions.
The Funds have entered into a management agreement with Quantitative Advisors,
Inc. (the "Manager"). Compensation of the Manager, for management and
administration of the Funds, including selection and monitoring of the portfolio
advisors, is paid monthly based on the average daily net asset value of each
Fund for the month. The annual rate of such fees is 1.00% of the average daily
net asset value of Numeric, Numeric II, Disciplined Growth, and International
Equity; 0.75% of the average daily net asset value of the Growth and Income
Fund; and 0.80% of the average daily net asset value of Foreign Frontier. For
the year ended March 31, 1996, the Manager voluntarily agreed to waive its fees
in part with respect to Disciplined Growth and Numeric II.
The Manager has agreed to reduce its compensation with respect to Numeric,
Growth and Income, and International Equity to the extent that the total
expenses of any of these Funds individually exceed 2% of average net asset value
for any fiscal year. The distribution agreement calls for the Distributor to
reduce its fee similarly after the Manager's fee has been eliminated. The
Manager has also agreed to assume expenses of any of these Funds if necessary in
order to reduce a Fund's total expenses to no more than 2% of average net asset
value for any fiscal year. Fund expenses subject to this limitation are
exclusive of brokerage, interest, taxes and extraordinary expenses, which
include incremental custody costs associated with international securities.
The Manager may voluntarily agree to limit the total operating expenses of a
Fund for a period of time by waiving fees or reimbursing a Fund for an expense
that it would otherwise incur. In such cases, the Manager may seek reimbursement
from the Fund if the Fund's total operating expenses fall below that limit prior
to the end of the Fund's fiscal year. The Manager voluntarily has agreed to
waive fees or assume certain operating expenses of the Numeric II and
Disciplined Growth Funds in order to reduce the total expenses of these Funds to
no more than 2.5% of their average net asset value. Expenses eligible for
reimbursement do not include interest, taxes, brokerage commissions, or
extraordinary expenses. Extraordinary expenses include, but are not limited to,
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.
During the year ended March 31, 1996, the aggregate fees, net of fees waived or
reimbursed by the Manager amounted to $1,801,006. The total amount of the
advisory fees waived or expenses reimbursed by the Manager for Numeric II and
Disciplined Growth was $18,201 and $19,215 respectively.
The Manager has entered into advisory contracts with the following advisors
(collectively the "Advisors") to provide investment advisory services to the
following Funds: Numeric Investors L.P. (Numeric, Numeric II), LBS Capital
Management, Inc. (Disciplined Growth), State Street Bank and Trust Company
(Growth and Income), and Boston International Advisors, Inc. (International
Equity, Foreign Frontier).
For services rendered, the Manager pays to the Advisor of a Fund a fee based on
a percentage of the average daily net asset value of the Fund. The fee for each
Fund is determined separately. The fees paid by the Manager to the Advisors of
the Funds are as follows: Numeric and Numeric II Funds - 0.75% of the first $20
million, 0.60% of the next $30 million, and 0.50% of amounts in excess of $50
million of average daily total net assets; Disciplined Growth -0.60% of the
first $100 million, and 0.50% of amounts in excess of $100 million of average
daily total net assets; Growth and Income - 0.375% of the first $20 million and
0.30% of amounts in excess of $20 million of average daily total net assets,
with an annual minimum of $25,000; International Equity -
<PAGE>
0.50% of average daily total net assets; and Foreign Frontier - 0.40% of average
daily total net assets.
The Funds have entered into a distribution agreement with U.S. Boston Capital
Corporation (the "Distributor"). For its services under the distribution
agreement, the Distributor receives a monthly fee at the annual rate of 0.50% of
the average net asset value of Ordinary Shareholder accounts open during the
period the plan is in effect. No fees are received by the Distributor for
Institutional Shares. For the year ended March 31, 1996, the Distributor
voluntarily agreed to waive its fees in their entirety with respect to Numeric
II and Disciplined Growth, which amounted to $13,024 and $5,349 respectively.
During the year ended March 31, 1996, the aggregate fees, net of fees waived by
the Distributor, paid by the Funds pursuant to such distribution plan amounted
to $703,029. A deferred sales charge amounting to 1% of the net asset value of
Ordinary Shares redeemed is withheld from the redemption proceeds and paid to
the Distributor. The deferred sales charge is not imposed on redemptions of
Institutional Shares, and certain other transactions. The Funds have been
advised that during the year ended March 31, 1996, such fees earned by the
Distributor were $124,664.
Transfer agent functions are provided to the Funds by Quantitative Institutional
Services, a division of the Manager (the "Transfer Agent") pursuant to a
transfer agent agreement. Prior to September 14, 1995, U.S. Boston Institutional
Services, Inc., an affiliate of the Manager, served as transfer agent. Effective
July 1, 1995, the transfer agent agreement provides that base fees are payable
to the Transfer Agent at an annual rate of 0.13% of the aggregate average daily
net asset value of each Fund. Prior to July 1, 1995, the transfer agent
agreement provided for a fixed charge per annum, allocated 70% to the Ordinary
Shares and 30% to the Institutional Shares of the Funds and allocated to the
Funds within each class on a proportionate basis based on the respective net
assets of the Funds. For the year ended March 31, 1996, the Transfer Agent
voluntarily agreed to waive its fees in part with respect to Numeric II and
Disciplined Growth, which amounted to $1,893 and $258 respectively. During the
year ended March 31, 1996, the aggregate fees, net of fees waived by the
Transfer Agent, paid by the Funds pursuant to such agreement amounted to
$258,957.
State Street Bank and Trust Company (the "Custodian") maintains the Funds'
accounting records and provides custodial services. For the year ended March 31,
1996, $97,172, $15,736, $5,623, $39,668, $5,917, and $9,472 in custody credits
were applied against the custody fees for Numeric, Numeric II, Disciplined
Growth, Growth and Income, International Equity and Foreign Frontier,
respectively. Such credits have not been applied in the calculation of Manager
reimbursement for Numeric, Growth and Income, and International Equity.
The Custodian voluntarily agreed to waive its base custodian fees and to reduce
its dual-class accounting fees for the Numeric II and Disciplined Growth Funds.
For the year ended March 31, 1996, the Custodian's fee waivers and reductions
for Numeric II and Disciplined Growth amounted to $13,155 and $17,579
respectively.
Each Trustee receives an annual Trustee's fee of $4,000 allocated to each Fund
in proportion to the respective net assets of the Funds. Prior to January 1,
1996 the annual trustee's fee was $2,800.
4. Federal Income Taxes.
It is the policy of the Funds to distribute all of their taxable income within
the prescribed time and otherwise comply with the provisions of the Internal
Revenue Code applicable to regulated investment companies. Therefore, no Federal
income tax provision is required.
At March 31, 1996, International Equity had capital loss carryovers amounting to
$450,952 and $806,382 which will expire on March 31, 2000 and March 31, 2001,
respectively, and Foreign Frontier had capital loss carryovers amounting to
$5,852 and $92,688 which will expire on March 31, 2003 and March 31, 2004,
respectively. To the extent that these losses are used to offset any future
capital gains realized during the carryover period, no capital gains tax
liabilities will be incurred by International Equity and Foreign Frontier for
gains realized and not distributed.
The International Equity and Foreign Frontier Funds intend to elect to defer to
their fiscal year ending March 31, 1997 $6,602 and $79,649 of losses,
respectively, recognized during the period from November 1, 1995 to March
31,1996.
5. Purchases and Sales.
During the year ended March 31, 1996, purchases of investment securities other
than U.S. Government obligations and short-term investments, for Numeric,
Numeric II, Disciplined Growth, Growth and Income, International Equity and
Foreign Frontier were $333,871,581, $15,768,849, $4,299,862, $63,397,798,
$13,619,547, and $3,262,797 respectively. Sales of such securities for the Funds
were $350,898,686, $6,754,725, $3,081,625, $67,609,281, $17,697,896, and
$516,161 respectively.
During the year ended March 31, 1996, purchases of U.S. Government obligations
for International Equity and Foreign Frontier were $2,397,517 and $1,737,949
respectively, and sales for the two Funds were $2,399,669 and $2,039,854
respectively.
6. Security Loans.
As of March 31, 1996, International Equity loaned common stocks having a value
of $514,792 and received cash collateral of $565,591 for these loans.
<PAGE>
Security lending income of $11,173 collected by the custodian, was used to
offset custodian expense during the year. Such offset would not be applied in
the calculation of Manager reimbursements to International Equity.
7. Short Sales "Against the Box."
As of March 31, 1996, Numeric II sold short 1,300 and 1,400 shares of common
stock respectively of Chrysler Corporation and General Motors Corporation with
market values as of March 31, 1996 of $80,925 and $74,550 respectively, $155,475
in the aggregate; and producing proceeds of $72,733 and $69,942 respectively,
$142,675 in the aggregate.
8. Reclassifications.
For the year ended March 31, 1996, certain reclassification adjustments were
made between undistributed/(overdistributed) net investment income, accumulated
net realized gain/(loss), and shares of beneficial interest due to differences
between book and tax accounting, primarily due to current year net operating
losses for Numeric, Disciplined Growth, and Foreign Frontier; passive foreign
investment company holdings for International Equity; and foreign currency
translation for International Equity and Foreign Frontier. Such
reclassifications were as follows:
<TABLE>
<CAPTION>
Increase/(Decrease)
Increase/(Decrease) Undistributed/ Increase/(Decrease)
Shares of (Overdistributed) Accumulated
Beneficial Net Investment Net Realized
Interest Income/(Loss) Gain/(Loss)
----------------------- ------------------- -------------------
<S> <C> <C> <C>
Numeric $ -- $1,055,191 $(1,055,191)
Growth and Income ( 5,418) 5,418 --
Disciplined Growth ( 11) 9,788 ( 9,777)
International Equity ( 348) 176,870 ( 176,522)
Foreign Frontier (53,566) 42,012 11,554
</TABLE>
9. Lines of Credit and Contingent Liability.
Numeric may temporarily, for emergency purposes, borrow up to the lesser of
$2,000,000 or 10% of its assets, under a line of credit. Such borrowings are due
not more than 90 days from the date of borrowing, with interest, as determined
by the line of credit agreement. During the year ended March 31, 1996, the Fund
did not utilize the line of credit.
The Trust insures itself and all Funds under a policy with ICI Mutual Insurance
Company. The annual premium is allocated among the Funds and Quantitative
Institutional Services. Additionally, the Funds have committed up to 300% of the
annual premium, one third of which was provided in cash, with each Fund's pro
rata portion recorded as an asset. The remainder is secured with an irrevocable
letter of credit.
10. Shares of Beneficial Interest.
The following schedule shows the number of shareholders each owning 5% or more
of a Fund and the total percentage of the Fund held by such shareholders.
<TABLE>
<CAPTION>
5% or Greater Shareholders
--------------------------
Fund Number % of Fund Held
- ---------------------------------------------------------------
<S> <C> <C>
Numeric Inst. 5 81%
Numeric II Ord. 1 13%
Numeric II Inst. 3 99%
Disciplined Growth Ord. 4 40%
Disciplined Growth Inst. 2 100%
Growth and Income Inst. 4 97%
International Equity Inst. 1 96%
Foreign Frontier Ord. 1 6%
</TABLE>
11. Concentration of Risk.
The relatively large investments of the Foreign Frontier Fund in Latin American
and Southeast Asian countries with limited or developing capital markets may
involve greater risks than investments in more developed markets and the prices
of such investments may be volatile. The consequences of political, social or
economic changes in these markets may have disruptive effects on the market
prices of the Fund's investments and the income they generate, as well as the
Fund's ability to repatriate such amounts.
<PAGE>
12. Transactions in Shares of Beneficial Interest.
Transactions in shares of beneficial interest were as follows:
<TABLE>
<CAPTION>
Year Ended Year Ended
March 31, 1996 March 31, 1995
----------------------------- -----------------------------
Shares Dollars Shares Dollars
<S> <C> <C> <C> <C>
Numeric
Ordinary Shares:
Shares sold 306,845 $ 5,287,525 994,131 $ 15,053,512
Shares issued in reinvestment
of distributions 410,004 7,474,372 198,432 2,861,402
Shares redeemed (339,690) (6,065,838) (446,915) (6,801,115)
---------- ------------ --------- ------------
Net change 377,159 6,696,059 745,648 $ 11,113,799
---------- ------------ --------- ------------
Institutional Shares:
Shares sold 372,214 $ 6,912,864 2,022,838 $ 31,157,158
Shares issued in reinvestment
of distributions 165,042 3,069,775 100,548 1,469,003
Shares redeemed (1,253,740) (21,958,358) (755,371) (11,328,996)
---------- ------------ --------- ------------
Net change (716,484) $(11,975,719) 1,368,015 $ 21,297,165
---------- ------------ --------- ------------
Total net change for fund $ (5,279,660) $ 32,410,964
------------ ------------
Numeric II
Ordinary Shares:
Shares sold 434,724 $ 5,272,157 41,972 $ 419,969
Shares issued in reinvestment
of distributions 4,887 61,864
Shares redeemed (24,790) (304,541) (462) (4,618)
---------- ------------ --------- ------------
Net change 414,821 $ 5,029,480 41,510 $ 415,351
---------- ------------ --------- ------------
Institutional Shares:
Shares sold 350,456 $ 4,388,082 -- $ --
Shares issued in reinvestment
of distributions 3,610 45,700 -- --
Shares redeemed ( 4,106) ( 50,595)
---------- ------------
Net change 349,960 $ 4,383,187 -- _____
---------- ------------ ------------
Total net change for fund $ 9,412,667 $ 415,351
------------ ------------
Disciplined Growth
Ordinary Shares:
Shares sold 124,257 $ 1,434,616 35,045 $ 350,713
Shares issued in reinvestment
of distributions 75 930 -- --
Shares redeemed (9,964) (113,141) (76) (770)
---------- ------------ --------- ------------
Net change 114,368 $ 1,322,405 34,969 $ 349,943
---------- ------------ --------- ------------
Institutional Shares:
Shares sold 6,593 $ 75,500 -- $ --
Shares issued in reinvestment
of distributions 4 45 -- --
Shares redeemed (1,297) (15,503) -- --
---------- ------------
Net change 5,300 $ 60,042 -- --
---------- ------------ ------------
Total net change for fund $ 1,382,447 $ 349,943
------------ ------------
Growth and Income
Ordinary Shares:
Shares sold 129,344 $ 1,895,276 296,092 $ 4,055,465
Shares issued in reinvestment
of distributions 359,373 5,160,593 321,758 3,993,011
Shares redeemed (350,635) (5,180,335) (552,371) (7,660,519)
---------- ------------ --------- ------------
Net change 138,082 $ 1,875,534 65,479 $ 387,957
---------- ------------ --------- ------------
Institutional Shares:
Shares sold 6,538 $ 97,239 10,768 $ 156,610
Shares issued in reinvestment
of distributions 17,395 249,625 31,737 393,229
Shares redeemed (38,398) (583,199) (186,327) (2,516,380)
---------- ------------ --------- ------------
Net change (14,465) $ (236,335) (143,822) $ (1,966,541)
---------- ------------ --------- ------------
Total net change for fund $ 1,639,199 $ (1,578,584)
------------ ------------
</TABLE>
<PAGE>
12. Transactions in Shares of Beneficial Interest (continued).
<TABLE>
<CAPTION>
Year Ended Year Ended
March 31, 1996 March 31, 1995
------------------------------- -------------------------------
Shares Dollars Shares Dollars
<S> <C> <C> <C> <C>
International Equity
Ordinary Shares:
Shares sold 284,040 $ 2,952,333 544,460 $ 5,753,085
Shares issued in reinvestment
of distributions 6,478 65,878 33,154 336,839
Shares redeemed (478,842) (5,015,488) (403,512) (4,155,444)
-------- ----------- -------- -----------
Net change (188,324) $(1,997,277) 174,102 $ 1,934,480
-------- ----------- -------- -----------
Institutional Shares:
Shares sold 392,128 $ 4,117,781 316,551 $ 3,206,900
Shares issued in reinvestment
of distributions -- -- -- --
Shares redeemed (578,734) (6,111,774) (14,290) (142,770)
-------- ----------- -------- -----------
Net change (186,606) $(1,993,993) 302,261 $ 3,064,130
-------- ----------- -------- -----------
Total net change for fund $(3,991,270) $ 4,998,610
----------- -----------
Foreign Frontier
Ordinary Shares:
Shares sold 383,704 $ 3,073,757 610,848 $ 5,520,494
Shares issued in reinvestment
of distributions -- -- -- --
Shares redeemed (48,574) (376,826) (22,311) (180,045)
-------- ----------- -------- -----------
Net change 335,130 $ 2,696,931 588,537 $ 5,340,449
-------- ----------- -------- -----------
</TABLE>
13. Subsequent Event (Unaudited).
On May 20, 1996, the Trustees of the Trust approved advisory contracts with
Columbia Partners, L.L.C., Investment Management ("Columbia Partners") to
provide investment management services to Numeric and Numeric II. The contracts
will take effect on or about June 30, 1996, upon termination of existing
contracts with Numeric Investors, L.P. Following an initial 120 day period after
such termination, the advisory contracts with Columbia Partners will remain in
effect with respect to a Fund only so long as that Fund's shareholders approve
the contract at a shareholder meeting to be held within the 120 day period.
Under the contracts, the Manager will pay Columbia Partners a fee based on the
percentage of the average daily net asset value for each fund, with the fee for
each Fund determined separately. The fees are as follows: Numeric - 0.50% and
Numeric II - 0.40%.
<PAGE>
Report of Independent Accountants
To the Shareholders and Trustees of
Quantitative Group of Funds
In our opinion, the accompanying statements of assets and liabilities, including
the portfolios of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Quantitative Numeric Fund,
Quantitative Numeric II Fund, Quantitative Disciplined Growth Fund, Quantitative
Growth and Income Fund, Quantitative International Equity Fund and Quantitative
Foreign Frontier Fund (hereafter referred to as the "Funds") at March 31, 1996,
the results of each of their operations, the changes in their net assets and the
financial highlights for the periods indicated, in conformity with generally
accepted accounting principles. These financial statements and financial
highlights (hereafter referred to as "financial statements") are the
responsibility of the Funds' management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at March 31, 1996 by
correspondence with the custodian and brokers, and the application of
alternative auditing procedures where confirmations from brokers were not
received, provide a reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Boston, MA
May 3, 1996
