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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as Permitted by
[_] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
QUANTITATIVE GROUP
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
QUANTITATIVE GROUP
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
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QUANTITATIVE GROUP OF FUNDS
55 OLD BEDFORD ROAD
LINCOLN, MA 01773
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
OF THE QUANTITATIVE NUMERIC FUND, QUANTITATIVE NUMERIC II FUND,
QUANTITATIVE DISCIPLINED GROWTH FUND, QUANTITATIVE INTERNATIONAL
EQUITY FUND AND QUANTITATIVE FOREIGN FRONTIER FUND
October 28, 1996
SOLICITATION OF PROXIES
This statement is furnished in connection with the solicitation of proxies by
the Board of Trustees of the Quantitative Group of Funds (the "Trust"), a
Massachusetts business trust, for use at a special meeting of shareholders (the
"Meeting") of the Quantitative Numeric Fund, the Quantitative Numeric II Fund,
the Quantitative Disciplined Growth Fund, the Quantitative International Equity
Fund, and the Quantitative Foreign Frontier Fund (collectively, the "Series") of
the Trust to be held at 7:00 p.m., Eastern Standard Time, on October 28, 1996 at
55 Old Bedford Road, Lincoln, Massachusetts 01773, and at any adjournment
thereof, The date of the first mailing of this proxy statement was on or about
September 24, 1996.
The Trust's annual report and most recent semi-annual report, which contain
further information about the Series' performance, are available to shareholders
without charge upon request by either writing to the Quantitative Group of
Funds, 55 Old Bedford Road, Lincoln, Massachusetts 01773 or by calling
1-800-331-1244.
The following table summarizes all the proposals for which votes are
solicited and indicates which Series' shareholders are solicited with respect to
each proposal: You will be asked only to vote for the proposals that affect the
funds in which you are a shareholder.
Proposal Voting Series
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I. To consider and vote on approval of an advisory Quantitative Numeric
contract between Quantitative Advisors, Inc. Fund
(the "Manager") and Columbia Partners, L.L.C.,
Investment Management ("Columbia Partners") under
which Columbia Partners would serve as subadvisor
("Advisor") to the Quantitative Numeric Fund;
II. To consider and vote on approval of an advisory Quantitative Numeric II
contract between the Manager and Columbia Fund
Partners under which Columbia Partners would
serve as Advisor to the Quantitative Numeric II
Fund;
III. To consider and vote on approval of an advisory Quantitative
contract between the Manager and Independence International
International Associates, Inc. ("Independence"), Equity Fund
under which Independence would continue to
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serve as Advisor to the Quantitative International
Equity Fund;
IV. To consider and vote on approval of an advisory Quantitative
contract between the Manager and Independence Foreign
under which Independence would continue to Frontier Fund
serve as Advisor to the Quantitative Foreign
Frontier Fund;
V. To consider and vote on approval of an advisory Quantitative
contract between the Manager and Advanced Disciplined
Investment Technology, Inc. ("AIT") under which Growth Fund
AIT would serve as advisor to the Quantitative
Disciplined Growth Fund; and
VI. To transact such other business as may properly All Series
come before the Meeting or any adjournment
thereof.
In the event that a sufficient number of votes to approve a proposal is
not received, the persons named as proxies may propose one or more adjournments
of the Meeting for a period of not more than 30 days to permit further
solicitation of voting instructions. In determining whether to adjourn the
Meeting, the following factors may be considered: the nature of the proposals
that are the subject of the Meeting, the percentage of votes actually cast, the
percentage of negative votes actually cast, the nature of any further
solicitation, and the information to be provided to Shareholders with respect to
the reasons for the solicitation. Any adjournment will require the affirmative
vote of a majority of those shares represented at the Meeting in person or by
proxy. The persons named as proxies will vote in favor of adjournment those
proxies which they are entitled to vote in favor of such proposals. They will
vote against any such adjournment those proxies required to be voted against any
of such proposals. A vote may be taken on a proposal in this Proxy Statement for
the Trust prior to any adjournment if sufficient votes have been received for
approval of that proposal. Abstentions and broker "non-votes" (i.e., proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other person entitled to vote shares
on a particular matter with respect to which the brokers or nominees do not have
discretionary power) will be counted as shares that are present for purposes of
determining the presence of a quorum and will have the effect of a vote against
the proposals set forth in this Proxy Statement.
The following shares of beneficial interest of the Series, no par value,
were outstanding at the close of business on the Record Date:
Number of Number of
Name of Series: Ordinary Shares: Institutional Shares
Quantitative Numeric Fund
Quantitative Numeric II Fund
Quantitative Disciplined Growth Fund
Quantitative International Equity Fund
Quantitative Foreign Frontier Fund
INVESTMENT MANAGEMENT
The Manager serves as the manager to the Series pursuant to a Management
Agreement between the Trust and the Manager dated April 17, 1985 (the
"Management Agreement"). The Manager is a corporation organized under the laws
of the Commonwealth of Massachusetts and
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registered with the Securities and Exchange Commission ("SEC") as an investment
adviser and a transfer agent. Its address is 55 Old Bedford Road, Lincoln,
Massachusetts 01773.
The Manager provides overall management and administration of the Series.
The Manager may, subject to the approval of the Trustees, manage any of the
Series itself or, subject to the approval by the Trustees and the shareholders,
select subadvisors ("Advisors") to manage one or all of the Series. In the
latter case, the Manager monitors the Advisors' investment program and results,
reviews brokerage matters, oversees compliance by the Series with various
federal and state statutes and carries out the directives of the Trustees. The
following proposals relate to contracts between the Manager and Advisors to the
various Series.
PROPOSALS I AND II
APPROVAL OF ADVISORY CONTRACTS BETWEEN THE MANAGER AND COLUMBIA PARTNERS
The Board of Trustees is proposing that Shareholders of the Quantitative
Numeric and Quantitative Numeric II Funds (collectively the "Quantitative
Numeric Funds") each approve a new Advisory Contract (the "New Advisory
Contract") between the Manager and Columbia Partners, LLC, Investment Management
("Columbia Partners") for the management of their respective funds. The New
Advisory Contracts are attached hereto as Exhibit A.
Numeric Investors, l.p. ("Numeric Investors") acted as Advisor of the
Quantitative Numeric Funds since commencement of operations of the Quantitative
Numeric and Quantitative Numeric II Funds in 1992 and 1994 respectively through
June 30, 1996. Numeric Investors was engaged to serve as portfolio manager for
each Series pursuant to advisory contracts between the Manager and Numeric
Investors dated August 1, 1992 and August 8, 1994 respectively (the "Old
Advisory Contracts"). The contracts were each approved by the initial
shareholder of the respective Series on May 29, 1992 and August 8, 1994
respectively.
On May 20, 1996, the Board of Trustees, including those Trustees who are
not interested persons of any party to the Old Advisory Contracts, voted to
terminate the Old Advisory Contract. The Old Advisory Contracts terminated on
June 30, 1996. On May 20, 1996, the New Advisory Contracts were approved by the
Board of Trustees, including those Trustees who are not interested persons of
any party to the New Advisory Contracts. Pursuant to this Agreement, Columbia
Partners began serving as Advisor on July 1, 1996. The New Advisory Contracts
are being submitted for Shareholder approval at this time pursuant to
Section 15(a) of the Investment Company Act of 1940, as amended (the "1940
Act"), which requires shareholder approval of each investment advisory contract.
The Old Advisory Contracts
Under the Old Advisory Contracts, the Advisor provided, subject to the
supervision of the Trust's Board of Trustees and the Manager, a continuous
investment program for the Quantitative Numeric Funds' portfolio and determined
the composition of the assets of the Quantitative Numeric Funds' portfolio,
including determination of the purchase, retention, or sale of the securities,
cash, and other investments contained in the portfolio. The Old Advisory
Contracts required the Advisor to provide investment research and to conduct a
continuous program of evaluation, investment, sales, and reinvestment of the
Quantitative Numeric Funds' assets by determining the securities and other
investments that were to be purchased, entered into, sold, closed, or exchanged
for the Quantitative
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Numeric Funds, when these transactions should be executed, and what portion of
the assets of the Quantitative Numeric Funds should be held in the various
securities and other investments in which it invested, all in accordance with
the Quantitative Numeric Funds' investment objective or objectives and policies.
For the services provided by the Advisor under the Old Advisory Contract,
the Manager paid Numeric Investors a monthly fee at the following annual rate,
which is expressed as percentages of the value of the average daily net assets
of the Quantitative Numeric Funds: 0.75% of the first $20,000,000, 0.60% of the
next $30,000,000, and 0.50% of net assets in excess thereof, calculated
separately for each Series. For the fiscal year ended March 31, 1996, the
Manager paid Numeric Investors $627,347 for its services to the Quantitative
Numeric Fund and $28,783 for its services to the Quantitative Numeric II Fund.
Comparison of the Old Advisory Contracts and the New Advisory Contracts
The Old Advisory Contracts and the New Advisory Contracts are
substantially similar, except for the fees paid to Columbia Partners. The fees
payable by the Manager to Columbia Partners under the New Advisory Contracts are
0.50% of the average daily net assets of the Quantitative Numeric Fund and 0.40%
of the average daily net assets of the Quantitative Numeric II Fund, and are
lower than the fee paid to Numeric Investors under the Old Advisory Contracts.
Because the fees are payable by the Manager, and not the Trust, the Manager
shall retain the difference in the fees. The Manager intends to use at least
half of its savings realized under the New Advisory Contract for the
Quantitative Numeric Fund to reduce the expenses of the Quantitative Numeric
Fund over the next two years. The Manager is not currently receiving
compensation for its services to the Quantitative Numeric II Fund due to effects
of a voluntary expense cap on that Series, and the Manager or its affiliates
have waived additional fees due to the effects of the cap.
In performing its duties under the New Advisory Contracts, Columbia
Partners will provide, subject to the supervision of the Board of Trustees and
the Manager, a continuous investment program for the Quantitative Numeric Funds'
portfolios and determine the composition of the assets of the Quantitative
Numeric Funds' portfolios, including determination of the purchase, retention,
or sale of the securities, cash, or other investments contained in the
portfolio.
If each New Advisory Contract with Columbia Partners is approved by the
necessary Majority Vote of the outstanding voting interests of the respective
Series, it will continue in effect until June 30, 1998 and will continue from
year to year thereafter, subject to approval annually by the Board or a Majority
Vote of the Shareholders of the respective Series, and also, in either event,
approval by a majority of those Trustees who are not parties to the New Advisory
Contracts or interested persons of any such party at a meeting called for the
purpose of voting on such approval.
Pursuant to the New Advisory Contracts, Columbia Partners will not be
subject to liability for, or subject to any damages, expenses, or losses in
connection with, any act or omission connected with or arising out of any
services rendered under the New Advisory Contracts, except by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties under the New
Advisory Contracts.
Each New Advisory Contract provides that it will terminate automatically
in the event of its assignment, as that term is described in the 1940 Act. In
addition, each New Advisory Contract may be terminated by the Manager upon 30
days' written notice or by Columbia Partners upon 150 days'
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written notice to the other parties, and by the Trust upon the vote of a
majority of the Trust's Board of Trustees or a majority of the outstanding
shares of the respective Series, upon 30 days' written notice to the Manager and
Columbia Partners.
Information about Columbia Partners, LLC, Investment Management
Columbia Partners is located at 1701 Pennsylvania Avenue, N.W.,
Washington, DC 20006. Columbia Partners was founded in 1995. The firm and its
affiliates currently manage over $1.5 billion in assets. Galway Capital
Management, LLC owns 50% of the outstanding shares of Columbia Partners, L.L.C.
Robert A. von Pentz CFA, a Managing Partner of Columbia Partners, will be
primarily responsible for the day-to-day management of the Quantitative Numeric
Funds. Mr. von Pentz has been with Columbia Partners since its inception in
1995. Prior to that time, he served as chairman of the board and chief
executive officer of Riggs Investment Management Corporation. Mr. von Pentz
has been managing investments using quantitative investment techniques for over
10 years.
See Exhibit B for a list of the directors and principal executive officers
of Columbia Partners.
The Trustees' Recommendation
The Board of Trustees believes that the terms of the New Advisory
Contracts are fair to, and in the best interests of the Trust, the Series, and
their shareholders. In determining whether or not it was appropriate to approve
the New Advisory Contracts with Columbia Partners and to recommend approval to
Shareholders, the Board, including the Trustees who are not interested persons
of the Manager or Columbia Partners, considered various matters and materials
provided by the Manager and Columbia Partners. Information considered by the
Trustees included, among other things, the following: (1) the compensation to be
received by Columbia Partners for its investment advisory services and the
fairness of such compensation; (2) the nature and the quality of the investment
advisory services to be rendered by Columbia Partners to the Quantitative
Numeric Funds; (3) Columbia Partners' investment style and philosophy,
background, prior investment performance, and reputation within the securities
industry, including the experience of the Columbia Partners' investment
personnel at their previous employers; and (4) management fees paid to the prior
portfolio manager.
ACCORDINGLY, THE BOARD OF TRUSTEES (INCLUDING THE TRUSTEES WHO ARE NOT
INTERESTED PERSONS OF ANY PARTY TO THE NEW ADVISORY CONTRACTS) RECOMMENDS THE
APPROVAL OF THE NEW ADVISORY CONTRACTS BETWEEN THE MANAGER, AND COLUMBIA
PARTNERS, LLC, INVESTMENT MANAGEMENT
PROPOSALS III AND IV
APPROVAL OF ADVISORY CONTRACTS
BETWEEN THE MANAGER AND
INDEPENDENCE INTERNATIONAL ASSOCIATES, INC.
The Board of Trustees is proposing that Shareholders of each of the
Quantitative International Equity Fund and the Foreign Frontier Fund
(collectively the "Foreign Funds") approve a new Advisory Contract (the "New
Independence Advisory Contract") between the Manager and
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Independence International Associates, Inc. ("Independence"). The New
Independence Advisory Contracts are attached hereto as Exhibit C.
Independence, currently known as Boston International Advisors, Inc.
("BIA"), has served as Advisor of the Quantitative International Equity Fund and
the Quantitative Foreign Frontier Fund since their respective inceptions in 1987
and 1994. BIA was engaged to serve as an Advisor for the Foreign Funds pursuant
to a separate advisory contract for each Series between the Manager and BIA
dated July 30, 1987 and August 8, 1994 respectively (the "Old BIA Advisory
Contracts"). The contract for the International Equity Fund was approved by the
shareholders of the Series on April 2, 1990, and the contract for the Foreign
Frontier Fund was approved by the initial shareholder of the Series on and
August 8, 1994.
BIA anticipates that it will be acquired by Independence Investment
Associates, Inc. ("IIA"), a Delaware corporation, on or about October 1, 1996,
at which time it will assume the name of Independence. This acquisition will
result in an automatic termination of the Old BIA Advisory Contracts.
On July 9, 1996, the New Independence Advisory Contracts were approved by
the Board of Trustees, including those Trustees who are not interested persons
of any party to the New Advisory Contracts. Pursuant to these agreements,
Independence will continue to serve as Advisor to the Foreign Funds. Each New
Independence Advisory Contract is being submitted for Shareholder approval at
this time pursuant to Section 15(a) of the 1940 Act, which requires shareholder
approval of each investment advisory contract.
The Old Advisory Contracts
Under the Old BIA Advisory Contracts, the Advisor provided, subject to the
supervision of the Trust's Board of Trustees and the Manager, a continuous
investment program for the Foreign Funds' portfolios and determined the
composition of the assets of the Foreign Funds' portfolios, including
determination of the purchase, retention, or sale of the securities, cash, and
other investments contained in the portfolios. The Old BIA Advisory Contracts
required the Advisor to provide investment research and to conduct a continuous
program of evaluation, investment, sales, and reinvestment of the Foreign Funds'
assets by determining the securities and other investments that were to be
purchased, entered into, sold, closed, or exchanged for the Foreign Funds, when
these transactions should be executed, and what portion of the assets of the
Foreign Funds should be held in the various securities and other investments in
which it invested, all in accordance with the Foreign Funds' investment
objective or objectives and policies.
For the services provided by the Advisor under the Old BIA Advisory
Contracts, the Manager paid BIA monthly fees at the following annual rates,
which are expressed as percentages of the value of the average daily net assets
of the Foreign Funds: .50% of the Quantitative International Equity Fund and
.40% of the Foreign Frontier Fund, calculated separately for each Series. For
the year ended March 31, 1996, the Manager paid BIA $160,948 for its services to
the International Equity Fund and $25,229 for its services to the Foreign
Frontier Fund.
Comparison of the Old BIA Advisory Contracts and the New Independence Advisory
Contracts
The Old BIA Advisory Contracts and the New Independence Advisory Contracts
are substantially similar. The fee payable by the Manager to Independence under
the New Independence Advisory
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Contracts is identical to that paid to BIA under the Old Advisory Contracts. In
performing its duties under the New Independence Advisory Contracts,
Independence will provide, subject to the supervision of the Board of Trustees
and the Manager, a continuous investment program for the Foreign Funds'
portfolios and determine the composition of the assets of the Foreign Funds'
portfolios, including determination of the purchase, retention, or sale of the
securities, cash, or other investments contained in the portfolios.
If each New Independence Advisory Contract with Independence is approved
by the necessary Majority Vote of the outstanding voting interests of the
respective Series, it will continue in effect until two years from the effective
date of the New Independence Advisory Contracts, which will be the date on which
Independence is acquired by IIA, and will continue from year to year thereafter,
subject to approval annually by the Board or a Majority Vote of the Shareholders
of the respective Foreign Funds, and also, in either event, approval by a
majority of those Trustees who are not parties to the New Independence Advisory
Contracts or interested persons of any such party at a meeting called for the
purpose of voting on such approval.
Pursuant to the New Independence Advisory Contracts, Independence will not
be subject to liability for, or subject to any damages, expenses, or losses in
connection with, any act or omission connected with or arising out of any
services rendered under the New Independence Advisory Contracts, except by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of its duties, or by reason of reckless disregard of its obligations and duties
under the New Independence Advisory Contracts.
Each New Independence Advisory Contract provides that it will terminate
automatically in the event of its assignment, as that term is described in the
1940 Act. In addition, each New Independence Advisory Contract may be terminated
by the Manager upon 30 days' written notice or by Independence upon 150 days'
written notice to the other parties, and by the Trust upon the vote of a
majority of the Trust's Board of Trustees or a majority of the outstanding
shares of the Foreign Funds, upon 30 days' written notice to the Manager and
Independence.
Information about Independence International Associates, Inc.
Independence is located at 75 State Street, Boston, Massachusetts 02110.
Independence is a professional investment adviser which, with its affiliates,
has been providing services to employee benefit plans, corporations, and high
net worth individuals, both foreign and domestic, since 1986. As of
June 30, 1996, Independence had investment management authority with respect to
approximately $2 billion of assets. Lyle Davis, CFA, David Umstead, Ph.D., CFA
and Norman H. Meltz each currently own more than 25% of the outstanding voting
securities of Independence. On or about October 1, 1996, Independence will
become a wholly-owned subsidiary of IIA. IIA is a wholly owned subsidiary of
John Hancock Asset Management, Inc., a holding company which in turn is wholly
owned by John Hancock Mutual Life Insurance Company. IIA currently has over $21
billion under management.
Messrs. Davis and Umstead, respectively the President and a Managing
Director of BIA, will continue to be the individuals primarily responsible for
the day-to-day operation of the Foreign Funds. They have been portfolio managers
for Independence since the inception of the company. In addition, Independence
will continue to retain the remainder of the existing management team for the
Foreign Funds and will have access to the additional resources of IIA.
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See Exhibit D for a list of the directors and principal executive officers
of Independence.
The Trustees' Recommendation
The Board of Trustees believes that the terms of the New Independence
Advisory Contracts are fair to, and in the best interests of the Trust, the
Series, and their shareholders. In determining whether or not it was appropriate
to approve the New Independence Advisory Contracts with Independence and to
recommend approval to Shareholders, the Board, including the Trustees who are
not interested persons of the Manager or Independence, considered various
matters and materials provided by the Manager and Independence. Information
considered by the Trustees included, among other things, the following: (1) the
compensation to be received by Independence for its investment advisory services
and the fairness of such compensation; (2) the nature and the quality of the
investment advisory services to be rendered by Independence to the Series;
(3) Independence's investment style and philosophy, background, prior investment
performance, and reputation within the securities industry; (4) the fact that
the investment personnel would remain unchanged; and (5) management fees paid to
BIA.
ACCORDINGLY, THE BOARD OF TRUSTEES (INCLUDING THE TRUSTEES WHO ARE NOT
INTERESTED PERSONS OF ANY PARTY TO THE NEW ADVISORY CONTRACTS) RECOMMENDS THE
APPROVAL OF THE NEW INDEPENDENCE ADVISORY CONTRACTS BETWEEN THE MANAGER AND
INDEPENDENCE.
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PROPOSAL V
APPROVAL OF ADVISORY CONTRACT
BETWEEN THE MANAGER AND
ADVANCED INVESTMENT TECHNOLOGY, INC.
The Board of Trustees is proposing that Shareholders of the Disciplined
Growth Fund approve a new Advisory Contract (the "New AIT Advisory Contract")
among the Trust, the Manager, and Advanced Investment Technology, Inc. ("AIT").
The New AIT Advisory Contract is attached hereto as Exhibit E.
LBS Capital Management, Inc. ("LBS") has acted as Advisor of the
Quantitative Disciplined Growth Fund since the Fund's inception in 1994. LBS
was engaged to serve as an Advisor pursuant to an Advisory Contract among the
Trust, the Manager, and LBS dated April 8, 1994 (the "Old LBS Advisory
Contract"). The contract was approved by the initial shareholder of the Series
on August 8, 1994.
On or about September 30, 1996, LBS will be reorganized. A separate
company, AIT, will assume the investment management portion of LBS' business.
Although this will result in an automatic termination of the Old LBS Advisory
Contract, the same investment personnel will continue to manage the Series after
the spin off occurs. On July 9, 1996, the New AIT Advisory Contract was approved
by the Board of Trustees, including those Trustees who are not interested
persons of any party to the New AIT Advisory Contract. Pursuant to this
Agreement, AIT will begin serving as Advisor upon termination of the Old LBS
Advisory Contract. The New AIT Advisory Contract is being submitted for
Shareholder approval at this time pursuant to Section 15(a) of the 1940 Act,
which requires shareholder approval of each investment advisory contract. AIT
has agreed to waive its management fee until the New AIT Advisory Contract is
approved by the shareholders.
The Old LBS Advisory Contract
Under the Old LBS Advisory Contract, the Advisor provided, subject to the
supervision of the Trust's Board of Trustees and the Manager, a continuous
investment program for the Disciplined Growth Fund's portfolio and determined
the composition of the assets of the Disciplined Growth Fund's portfolio,
including determination of the purchase, retention, or sale of the securities,
cash, and other investments contained in the portfolio. The Old LBS Advisory
Contract required the Advisor to provide investment research and to conduct a
continuous program of evaluation, investment, sales, and reinvestment of the
Disciplined Growth Fund's assets by determining the securities and other
investments that were to be purchased, entered into, sold, closed, or exchanged
for the Disciplined Growth Fund, when these transactions should be executed, and
what portion of the assets of the Disciplined Growth Fund should be held in the
various securities and other investments in which it invested, all in accordance
with the Disciplined Growth Fund's investment objective or objectives and
policies.
For the services provided by the Advisor under the Old LBS Advisory
Contract, the Manager paid LBS a monthly fee at the annual rate of .60% of the
first $100 million, and 0.50% of amounts in excess of $100 million, of the
average daily net assets of the Disciplined Growth Fund. For the year ended
March 31, 1996, the Manager paid LBS $4,584 for its services.
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Comparison of the Old LBS Advisory Contract and the New AIT Advisory Contract
The Old LBS Advisory Contract and the New AIT Advisory Contract are
substantially similar. The fee payable by the Manager to AIT under the New AIT
Advisory Contract is identical to that paid to LBS under the Old LBS Advisory
Contract. In performing its duties under the New AIT Advisory Contract, LBS will
provide, subject to the supervision of the Board of Trustees and the Manager, a
continuous investment program for the Disciplined Growth Fund's portfolio and
determine the composition of the assets of the Disciplined Growth Fund's
portfolio, including determination of the purchase, retention, or sale of the
securities, cash, or other investments contained in the portfolio.
If the New AIT Advisory Contract with AIT is approved by the necessary
Majority Vote of the outstanding voting interests of the Disciplined Growth
Fund, it will continue in effect for two years after the termination of the Old
LBS Advisory Contract and will continue from year to year thereafter, subject to
approval annually by the Board or a Majority Vote of the Shareholders of the
Disciplined Growth Fund, and also, in either event, approval by a majority of
those Trustees who are not parties to the New AIT Advisory Contract or
interested persons of any such party at a meeting called for the purpose of
voting on such approval.
Pursuant to the New AIT Advisory Contract, AIT will not be subject to
liability for, or subject to any damages, expenses, or losses in connection
with, any act or omission connected with or arising out of any services rendered
under the New AIT Advisory Contract, except by reason of willful misfeasance,
bad faith, or gross negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties under the New AIT Advisory
Contract.
The New AIT Advisory Contract provides that it will terminate
automatically in the event of its assignment, as that term is described in the
1940 Act. In addition, the New AIT Advisory Contract may be terminated by the
Manager or by AIT upon 30 days' written notice to the other parties, and by the
Trust upon the vote of a majority of the Trust's Board of Trustees or a majority
of the outstanding shares of the Disciplined Growth Fund, upon 30 days' written
notice to the Manager and AIT.
Information about Advanced Investment Technology, Inc.
AIT is located at 311 Park Place Boulevard, Suite 330, Clearwater, FL
34619. AIT is a professional investment adviser which, with its affiliates, has
been providing services to employee benefit plans, corporations, and high net
worth individuals, both foreign and domestic, since 1986 though LBS, its
predecessor company. At the time of the reorganization, it is anticipated that
AIT will have investment management authority with respect to approximately $650
million of assets. At the time of the reorganization, it is anticipated that
Dean Barr and Ganesh Mani will each own more than 10% of the outstanding voting
securities of AIT.
Dean Barr and Douglas Case, CFA will continue to be the individuals
primarily responsible for the day-to-day operation of the Disciplined Growth
Fund. Since 1994, they have served this function as part of LBS. The remainder
of the key investment personnel of LBS will continue to serve the same functions
for AIT.
See Exhibit G for a list of the directors and principal executive officers
of AIT.
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The Trustees' Recommendation
The Board of Trustees believes that the terms of the New AIT Advisory
Contract is fair to, and in the best interests of the Trust, the Series, and its
shareholders. In determining whether or not it was appropriate to approve the
New AIT Advisory Contract with AIT and to recommend approval to Shareholders,
the Board, including the Trustees who are not interested persons of the Manager
or AIT, considered various matters and materials provided by the Manager and
AIT. Information considered by the Trustees included, among other things, the
following: (1) the compensation to be received by AIT for its investment
advisory services and the fairness of such compensation; (2) the nature and the
quality of the investment advisory services to be rendered by AIT to the Series;
(3) AIT's investment style and philosophy, background, prior investment
performance, and reputation within the securities industry, as well as the
reputation of LBS; (4) the fact that the investment personnel would remain
unchanged; and (5) management fees paid to LBS.
ACCORDINGLY, THE BOARD OF TRUSTEES (INCLUDING THE TRUSTEES WHO ARE NOT
INTERESTED PERSONS OF ANY PARTY TO THE NEW AIT ADVISORY CONTRACT) RECOMMENDS THE
APPROVAL OF THE NEW AIT ADVISORY CONTRACT BETWEEN THE MANAGER, AND AIT.
PROPOSAL VI
OTHER MATTERS
The Trustees know of no business to be brought before the Meeting other
than as set forth above. If, however, any other matters properly come before the
Meeting, it is the intention of the persons named in the enclosed form of proxy
to vote on such matters in accordance with their best judgment.
OTHER INFORMATION
Voting; Quorum
A quorum for the transaction of business for the applicable Series at the
meeting is constituted by the presence in person or by proxy of the holders of
the majority of the outstanding shares of the applicable Series entitled to vote
at the meeting. Each share of a Series, and of each class of shares within a
Series generally has equal rights and privileges with all other shares of that
Series, except with respect to voting on matters that affect only one class of
shares of the Series. Shares of each class of the Series entitle their holders
to one vote per share, with proportionate voting for fractional shares.
Shares represented by timely and properly executed proxies will be voted
as specified. Executed proxies that are unmarked will be voted in favor of the
proposals set forth in the attached Notice of Meeting. Executed proxies marked
as abstentions will not be considered votes cast for or against the proposals,
although they will be counted for quorum purposes. A proxy may be revoked at any
time prior to its exercise by written notice, by execution of a subsequent
proxy, or by voting in person by attending the Meeting.
Approval of each Proposal requires the favorable vote of the holders of a
majority of the outstanding voting securities of the applicable Series. Under
the 1940, such majority is defined as a vote of 67% or more of the voting
securities of the applicable Series present at the meeting, if the
11
<PAGE>
holders of more than 50% of the outstanding voting securities are present or
represented by proxy at the Meeting, or the vote of more than 50% of the
outstanding voting securities of the applicable Series, whichever is less
("Majority Vote").
Voting Securities and Principal Holders
As of the record date, the officers and Trustees of the Trust as a group
owned in the aggregate ____% of the outstanding Ordinary Shares of the Numeric
Fund, aggregate ____% of the outstanding Ordinary Shares of the Numeric II Fund,
____% of the outstanding Ordinary Shares of the Disciplined Growth Fund, ____%
of the outstanding Ordinary Shares of the Growth and Income Fund, _____% of the
outstanding Ordinary Shares of the International Equity Fund, and ____% of the
outstanding Ordinary Shares of the Foreign Frontier Fund. Officers and Trustees
owned ____% of the outstanding Institutional Shares. On the same date, each of
the following persons owned 5% or more of the outstanding shares of the Series
and classes listed below:
[to be completed]
Solicitation of Proxies
The costs of the Meeting, including the solicitation of proxies, will be
paid by the Fund, the Manager, and certain of the Advisors. In addition to the
solicitation of proxies by mail, officers and regular employees of the Manager
and its affiliates may solicit proxies personally or by telephone or facsimile.
While the Trust does not expect to retain a proxy solicitation firm, it may
determine that the services of such a firm are necessary. The terms of any
agreement with a proxy solicitation firm will depend on the nature and extent of
the services to be provided.
Transactions with Affiliated Brokers
No brokerage commissions were paid to any broker which is (I) an
"affiliated person" of the Trust, as defined in the 1940 Act; (ii) an affiliated
person of such affiliated person; or (iii) an affiliated person of which is an
affiliated person of the Trust, its principal underwriter, or any current or
proposed investment advisor.
Next Meeting of Shareholders
Massachusetts business trust law does not require the Trust to hold annual
shareholder meetings, although special meetings may be called for a specific
Series, or for the Trust as a whole, for purposes such as electing Trustees or
removing Trustees, changing fundamental policies, or approving an advisory
contract. Shareholder proposals to be presented at any subsequent meeting of
shareholders must be received at the Trust's office, 55 Old Bedford Road,
Lincoln, Massachusetts 01773, within a reasonable time before the proxy
solicitation is made.
Distributor
Shares of the Trust are distributed through U.S. Boston Capital
Corporation (the "Distributor"), located at 55 Old Bedford Road, Lincoln,
Massachusetts 01773. The Distributor is a broker-dealer registered with the SEC
and a member of the National Association of Securities Dealers, Inc.
12
<PAGE>
YOU ARE URGED TO FILL IN, DATE, SIGN, AND RETURN THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees
Mark A. Katzoff
Clerk
September 24, 1996
13
<PAGE>
EXHIBIT LIST
Exhibit A Advisory Contracts between Quantitative Advisors, Inc. and
Columbia Partners, LLC, Investment Management
Exhibit B Other Information regarding Columbia Partners, L.L.C. Investment
Management
Exhibit C Advisory Contracts between Quantitative Advisors, Inc. and
Independence International Associates, Inc.
Exhibit D Other Information regarding Independence International
Associates, Inc.
Exhibit E Advisory Contract between Quantitative Advisors, Inc. and
Advanced Investment Technology, Inc.
Exhibit F Other Information regarding Advanced Investment Technology, Inc.
<PAGE>
EXHIBIT A
QUANTITATIVE ADVISORS, INC.
---------------------------
ADVISORY CONTRACT
-----------------
Advisory Contract ("Contract") dated as of June 20, 1996, between
QUANTITATIVE ADVISORS, INC., a Massachusetts corporation (the "Manager") and
COLUMBIA PARTNERS, L.L.C., INVESTMENT MANAGEMENT a Delaware limited liability
company (the "Advisor").
Witnesseth:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY ADVISOR TO TRUST.
(a) Subject always to the control of the trustees (the "Trustees") of
Quantitative Group of Funds, a Massachusetts business trust (the "Trust"), and
the Manager, the Advisor, at its expense, will furnish continuously an
investment program for the Quantitative Numeric Fund (the "Fund") of the Trust.
The Advisor will determine what securities shall be purchased, held, sold or
exchanged by the Fund and what portion, if any, of the assets of the Fund shall
be held uninvested and shall, on behalf of the Fund, make changes in the Fund's
investments. In the performance of its duties, the Advisor will comply with the
provisions of the Agreement and Declaration of Trust and By-Laws of the Trust,
as amended, and the stated investment objectives, policies and restrictions of
the Fund as set forth in the then current Prospectus and/or Statement of
Additional Information of the Trust and with other written policies which the
Trustees or the Manager may from time-to-time determine and of which the Advisor
has received notice. In furnishing an investment program to the Fund and in
determining what securities shall be purchased, held, sold or exchanged by the
Fund, the Advisor shall (1) comply in all material respects with all provisions
of applicable law governing its duties and responsibilities hereunder,
including, without limitation, the Investment Company Act of 1940 (the "1940
Act") and the Rules and Regulations thereunder; the Investment Advisors Act of
1940, and the Rules and Regulations thereunder; the Internal Revenue Code of
1986, as amended (the "Code"), relating to regulated investment companies and
all Rules and Regulations thereunder; the Insider Trading and Securities Fraud
Enforcement Act of 1988; and such other laws as may be applicable to its
activities as Advisor to the Fund and (2) use its best efforts to manage the
Fund so that the Fund will qualify, and continue to qualify, as a regulated
investment company under Subchapter M of the Code and regulations issued
thereunder. The Advisor shall make its officers and employees available to the
Manager or Trustees from time-to-time at reasonable times to review investment
policies of the Fund and to consult with the Manager or Trustees regarding the
investment affairs of the Fund.
(b) The Advisor, at its expense, will (1) furnish all necessary
investment and management facilities, including salaries of personnel, required
for it to execute its duties hereunder, (2) keep records relating to the
purchase, sale or current status of portfolio securities, (3) provide clerical
personnel and equipment necessary for the efficient rendering of investment
advice to the Fund, (4) furnish to the Manager such reports and records
regarding the Fund and the Advisor as the Manager or Trustees shall from
time-to-time request, and, (5) upon reasonable notice, review written references
to the Advisor, or its methodology, whether in a Prospectus, Statement of
Additional Information, sales material or otherwise. The Advisor shall have no
obligation with respect to the determination of the Fund's net asset value,
except to provide the Trust's custodian with information as to the securities
held in the Fund's portfolio. The Advisor shall not be obligated to provide
shareholder accounting services.
(c) The Advisor shall place all orders for the purchase and sale of
portfolio investments for the Fund's account with brokers or dealers selected by
the Advisor. In the selection of such brokers or dealers and the placing of such
orders, the Advisor shall use its best efforts to obtain for the Fund the most
favorable price and execution available, except to the extent that it may be
permitted to pay higher brokerage commissions for brokerage and research
services as described below. In using its best efforts to obtain for the Fund
the most favorable price and execution available, the Advisor, bearing in mind
the Fund's best interests at all times, shall consider all factors it deems
relevant, including by way of illustration, price, the size of the transaction,
the nature of the market for the security, the amount of the commission, if any,
the timing of the transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker or dealer involved
and the quality of service rendered by the broker or dealer in other
transactions. Subject to such written policies as the Trustees or the Manager
may determine, and of which the Advisor has received notice and which the
Advisor has accepted in writing, the Advisor shall not be deemed to have acted
unlawfully or to have breached any duty created by this Contract or otherwise
solely by reason of its having caused the Fund to pay a broker or dealer that
provides brokerage and research services to the Advisor and/or the Manager an
amount of commission for effecting a portfolio investment transaction in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction, if the Advisor determines in good faith that such
amount of commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in terms of either
that particular transaction or the Advisor's and/or Manager's overall
responsibilities with respect to the Trust and to other clients as to which the
Advisor and/or Manager or persons controlled by or under common control with the
Advisor and/or Manager exercise investment discretion. The Advisor agrees that
in connection with purchase or sales of portfolio instruments for the Fund's
account, neither the Advisor nor any officer, director, employee or agent of the
Advisor shall act as principal or receive any commission other than as provided
in Section 3.
<PAGE>
(d) The assets of the Fund shall be held by the Trust's custodian in
an account which the Trust has directed the Custodian to open. The Advisor shall
at no time have custody or physical control of any of the assets of the Fund.
The Manager shall cause such custodian to provide the Advisor with such
information and reports concerning the Fund or its assets as the Advisor may
from time to time reasonably request and to accept instructions from the Advisor
with respect to such assets and transactions by the Fund in the performance of
the Advisor's duties hereunder. The Advisor shall have no liability or
obligation to pay the cost of such custodian or any of its services.
(e) Advice rendered to the Fund shall be confidential and may not be
used by any shareholder, Trustee, officer, director, employee or agent of the
Trust or of the Manager or by the advisor of any other fund of the Trust. Non-
public information provided to the Manager on a confidential basis regarding the
methodology of the Advisor shall not be made publicly available by the Manager,
except that such information may be disclosed to the Trustees and may be
disclosed to the extent necessary to comply with the federal and state
securities laws and, after notice to the Advisor, upon order of any court or
administrative agency or self regulatory organization of which the Manager or
its affiliates are members.
(f) The Advisor shall not be obligated to pay any expenses of or for
the Fund not expressly assumed by the Advisor pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, partner, director, officer or
employee of, or be otherwise interested in, the Advisor, and in any person
controlled by or under common control with the Advisor, and that the Advisor and
any person controlled by or under common control with the Advisor may have an
interest in the Trust. It is also understood that the Advisor and persons
controlled by or under common control with the Advisor have and may have
advisory, management, service or other contracts with other organizations
(including other investment companies and other managed accounts) and persons,
and may have other interests and businesses.
Nothing in this Contract shall prohibit the Advisor or any of its
affiliates from providing any services for any other person or entity or limit
the services which the Advisor or any such affiliate can provide to any person
or entity, provided, however, that without the written consent of the Manager,
the Advisor may not provide investment advisory or investment management
services to another investment company which invests the primary portion of its
assets in companies comprising the Russell 2000 Index, or any other widely
recognized index of small cap stocks. The Manager understands and agrees that
the Advisor and its affiliates perform investment advisory and investment
management services for various clients other than the Manager and the Trust.
The Manager agrees that the Advisor and its affiliates may give advice and take
action in the performance of duties with respect to any other client which may
differ from advice given, or the timing or nature of action taken, with respect
to the Fund. Nothing in this Contract shall be deemed to impose upon the Advisor
any obligation to purchase or sell or to recommend for purchase or sale for the
Fund any security or other property which the Advisor or any of its affiliates
may purchase or sell for its own account or for the account of any other client,
so long as it continues to be the policy and practice of the Advisor not to
favor or disfavor consistently or consciously any client or class of clients in
the allocation of investment opportunities, so that to the extent practical,
such opportunities will be allocated among clients over a period of time on a
fair and equitable basis.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE ADVISOR
The Manager will pay to the Advisor, as compensation for the Advisor's
services rendered and for the expenses borne by the Advisor pursuant to
Section 1, a fee, computed and paid monthly at the annual rate of 0.50% of the
aggregate average daily net asset value of the Fund. Such fee shall be paid by
the Manager and not by the Fund out of the management fee paid by the Trust to
the Manager pursuant to the Management Contract between the Manager and the
Trust or out of any other funds available to the Manager. Such average daily net
asset value of the Fund shall be determined by taking an average of all the
determinations of such net asset value during such month at the close of
business on each business day, and for non-business days, the net asset value
determined on the previous business day, during such month while this Contract
is in effect. Such fee shall be payable for each month within 30 days after the
end of each month.
If the Advisor shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS TO THIS CONTRACT
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment or in the event that the Management
Contract between the Trust and the Manager is terminated generally, or with
respect to the Fund; and this Contract shall not be amended unless (i) such
amendment is approved at a meeting by an affirmative vote of a majority of the
outstanding shares of the Fund, and (ii) by the vote, cast in person at a
meeting called for the purpose of voting on such approval, of a majority of the
Trustees of the Trust who are not interested persons of the Trust or of the
Manager or of the Advisor.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective on June 30, 1996 or such other time
as shall be agreed upon by the Manager and the Advisor, and shall remain in full
force and effect as to the Fund for 119 days thereafter, and, provided that this
Contract is
<PAGE>
approved by a majority of the outstanding voting shares of the Fund by the end
of such 119/th/ day, shall remain in full force and effect continuously
thereafter (unless terminated automatically as set forth in Section 4) until
terminated as follows:
(a) The Trust or the Manager may at any time terminate this
Contract as to the Fund by not more than sixty days' or less than thirty days'
written notice delivered or mailed by registered mail, postage prepaid, to the
Advisor, or
(b) The Advisor may at any time terminate this Contract as to the
Fund by not less than one hundred fifty days' written notice delivered or mailed
by registered mail, postage prepaid, to the Manager, or
(c) If (i) the Trustees of the Trust, or the shareholders by the
affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a
majority of the Trustees of the Trust who are not interested persons of the
Trust or of the Manager or of the Advisor, by vote cast in person at a meeting
called for the purpose of voting on such approval, do not specifically approve
at least annually the continuance of this Contract, then this Contract shall
automatically terminate as to the Fund at the close of business on the second
anniversary of the effective date hereof or the expiration of one year from the
effective date of the last such continuance, whichever is later; provided,
however, that if the continuance of this Contract is submitted to the
shareholders of the Fund for their approval and such shareholders fail to
approve such continuance of this Contract as provided herein, the Advisor may
continue to serve hereunder in a manner consistent with the 1940 Act and the
Rules and Regulations thereunder.
Action by the Trust under (a) above may be taken either (i) by vote of a
majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the Fund.
Termination of this Contract pursuant to this Section 5 shall be without
the payment of any penalty.
6. CERTAIN DEFINITIONS
For the purposes of this Contract, the "affirmative vote of a majority of
the outstanding shares" means the affirmative vote, at a duly called and held
meeting of shareholders, (a) of the holders of 67% or more of the shares of the
Trust or the Fund, as the case may be, present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 50% of the
outstanding shares of the Trust or the Fund, as the case may be, entitled to
vote at such meeting are present in person or by proxy, or (b) of the holders of
more than 50% of the outstanding shares of the Trust or the Fund, as the case
may be, entitled to vote at such meeting, whichever is less.
For the purposes of this Contract, the terms "affiliated person",
"control", "interested person" and "assignment" shall have their respective
meanings defined in the 1940 Act and the Rules and Regulations thereunder,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission ("SEC") under said Act; the term "specifically approve at
least annually" shall be construed in a manner consistent with the 1940 Act and
the Rules and Regulations thereunder; and the term "brokerage and research
services" shall have the meaning given by the Securities Exchange Act of 1934
and the Rules and Regulations thereunder.
7. NONLIABILITY OF ADVISOR.
Notwithstanding any other agreement to the contrary, in the absence of
willful misfeasance, bad faith or gross negligence on the part of the Advisor,
its partners, officers, directors, employees or agents or reckless disregard of
the Advisor's obligations and duties hereunder, neither the Advisor nor its
officers, directors, employees or agents shall be subject to any liability to
the Trust or to the Manager, or to any shareholder of the Trust, for any act or
omission in the course of, or connected with, rendering services hereunder,
unless the Advisor is claiming indemnity from any of them in connection
herewith, but then only to the extent of the indemnity obtained.
8. VOTING OF SECURITIES.
The Advisor shall have the power to vote, either in person or by proxy,
all securities in which assets of the Fund may be invested from time to time and
shall not be required to seek or take instructions from the Manager or the
Trustees of the Trust, or to take any action, with respect thereto.
9. REPRESENTATIONS AND COVENANTS OF THE MANAGER.
(a) The Manager represents that the terms of this Contract do not
violate any obligation by which it is bound, whether arising by contract,
operation of law or otherwise, and that it has the power, capacity and authority
to enter into this Contract and to perform in accordance herewith. In addition,
the Manager represents, warrants and covenants to the Advisor that it has the
power, capacity and authority to commit the Trust to this Contract; that a true
and complete copy of the Agreement and Declaration of Trust and By-Laws of the
Trust and the stated objectives, policies and restrictions of the Fund have been
delivered to the Advisor; and that true and complete copies of every amendment
thereto will be delivered to the Advisor as promptly as practicable after the
adoption thereof. The Manager agrees that notwithstanding any other provision of
this Contract to the contrary, the Advisor will not be bound by any such
amendment until the Advisor has received a copy thereof and has had a reasonable
opportunity to review it.
<PAGE>
(b) The Manager shall indemnify and hold harmless the Advisor,
its partners, officers, employees and agents and each person, if any, who
controls the Advisor within the meaning of any applicable law (each individually
an "Indemnified Party") from and against all losses, claims, damages,
liabilities and expenses (including, without limitation, reasonable fees and
other expenses of an Indemnified Party's counsel, other than attorneys' fees and
costs in relation to the preparation of this Contract; each party bearing
responsibility for its own such costs and fees), joint or several, (other than
liabilities, losses, expenses, attorneys' fees and costs or damages arising from
the failure of the Advisor to perform its responsibilities hereunder or claims
arising from its acts or failure to act in performing this Contract) to which
the Advisor or any other Indemnified Party may become subject under any federal
or state law as a result of any failure of the Manager or, if caused by any
failure of the Manager, of the Trust or the Fund, to disclose a material fact,
or any omission by the Manager, or, if caused by any failure of the Manager, of
the Trust or the Fund, to disclose a material fact, in any document relating to
the Trust or the Fund, except any failure or omission caused solely by (i) the
incorporation in any such document of information relating to the Advisor which
is furnished to the Manager in writing by or with the consent of the Advisor
expressly for inclusion in such document or (ii) a breach, of which the Manager
was not aware, by the Advisor of its duties hereunder. With respect to any claim
for which an Indemnified Party is entitled to indemnity hereunder, the Manager
shall assume the reasonable expenses and costs (including any reasonable
attorneys' fees and costs) of the Indemnified Party or investigating and/or
defending any claim asserted or threatened by any party, subject always to the
Manager first receiving a written undertaking from the Indemnified Party to
repay any amounts paid on its behalf in the event and to the extent of any
subsequent determination that the Indemnified Party was not entitled to
indemnification hereunder with respect of such claim.
(c) No public reference to, or description of, the Advisor or its
methodology or work shall be made by the Manager or the Trust, whether in a
prospectus, Statement of Additional Information or otherwise, unless the Manager
provides the Advisor with a reasonable opportunity to review any such reference
or description prior to the first use of such reference or description.
10. REPRESENTATIONS AND COVENANTS OF THE ADVISOR.
(a) The Advisor represents that the terms of this Contract do not
violate any obligation by which it is bound, whether arising by contract,
operation of law, or otherwise, and that it has the power, capacity and
authority to enter into this Contract and to perform in accordance herewith.
(b) The Advisor shall immediately notify the Manager in the event
that the Advisor or any of its affiliates: (1) becomes aware that it is subject
to a statutory disqualification that prevents the Advisor from serving as
investment advisor pursuant to this Contract; or (2) becomes aware that it the
subject of an administrative proceeding or enforcement action by the SEC or any
other regulatory authority. The Advisor further agrees to notify the Manager
immediately of any material fact known to the Advisor respecting or relating to
the Advisor that is not contained in the Trust's Registration Statement
regarding the Fund, or any amendment or supplement thereto, but that is required
to be disclosed therein, and of any statement contained therein that becomes
untrue in any material respect.
(c) The Advisor agrees to maintain such books and records with
respect to its services to the Fund as are required under the 1940 Act, and
rules adopted thereunder, and by other applicable legal provisions, and to
preserve such records for the periods and in the manner required by that
Section, and those rules and legal provisions. The Advisor also agrees that
records it maintains and preserves pursuant to Rule 31a-1 and Rule 31a-2 under
the 1940 Act and otherwise in connection with its services hereunder are the
property of the Trust and will be surrendered promptly to the Trust upon its
request. The Advisor further agrees that it will furnish to regulatory
authorities having the requisite authority any information or reports in
connection with its services hereunder which may be requested in order to
determine whether the operations of the Fund are being conducted in accordance
with applicable laws and regulations.
(d) The Advisor shall provide the Manager with quarterly
representations regarding the compliance of its' employees with the Advisor's
code of ethics governing personal securities transactions. The Advisor shall
provide the Manager with copies of any revisions to its code of ethics.
(e) The Advisor shall indemnify and hold harmless the Manager,
the Fund, their partners, officers, employees and agents and each person, if
any, who controls the Manager or Fund within the meaning of any applicable law
(each individually an "Indemnified Party") from and against all losses, claims,
damages, liabilities and expenses (including, without limitation, reasonable
fees and other expenses of an Indemnified Party's counsel, other than attorneys'
fees and costs in relation to the preparation of this Contract; each party
bearing responsibility for its own such costs and fees), joint or several,
(other than liabilities, losses, expenses, attorneys' fees and costs or damages
arising from the failure of the Manager to perform its responsibilities
hereunder or claims arising from its acts or failure to act in performing this
Contract) arising from Advisor's (or its respective agents and employees)
failure to perform its duties and assume its obligations hereunder, including
any action or claim against the Manager based on any alleged untrue statement or
misstatement of a material fact made or provided in writing by or with the
consent of Advisor contained in any registration statement, prospectus,
shareholder report or other information or materials relating to the Fund and
shares issued by the Fund, or the failure or alleged failure to state a material
fact therein required to be stated in order that the statements therein are not
misleading, which fact should have been made known or provided by the Advisor to
the Manager. With respect to any claim for which an Indemnified Party is
entitled to indemnity hereunder, the Advisor shall assume the reasonable
expenses and costs (including any reasonable attorneys' fees and costs) of the
Indemnified Party of investigating and/or defending any claim asserted or
threatened by any party, subject always to the Advisor first receiving
<PAGE>
a written undertaking from the Indemnified Party to repay any amounts paid on
its behalf in the event and to the extent of any subsequent determination that
the Indemnified Party was not entitled to indemnification hereunder with respect
of such claim.
11. USE OF NAME.
It is understood that the name of the Fund (as it may be changed from
time to time while the Advisor provides services pursuant to this Contract) or
any derivative thereof or logo associated with that name is the valuable
property of the Trust and/or its affiliates, and that the Advisor has the right
to use such name (or derivative or logo) only with the approval of the Manager
and only so long as the Advisor is Advisor to the Trust and/or the Fund. Upon
termination of this Contract the Advisor shall forthwith cease to use such name
(or derivative or logo).
12. GOVERNING LAW.
This Contract shall be governed by, and construed and enforced in
accordance with, the substantive laws of The Commonwealth of Massachusetts
without regard to its principles of conflicts of laws, except to the extent such
laws shall be preempted by the Investment Company Act of 1940 or by other
applicable laws.
13. INDEPENDENT CONTRACTOR.
Advisor shall for all purposes of this Contract be deemed to be an
independent contractor and, except as otherwise expressly provided herein, shall
have no authority to act for, bind or represent the Fund in any way or otherwise
be deemed to be an agent of the Fund. Likewise, the Fund, the Manager and their
affiliates, agents and employees shall not be deemed agents of the Advisor and
shall have no authority to bind the Advisor.
14. MISCELLANEOUS.
(a) The captions of this Contract are included for convenience
only and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
(b) In the event that the Advisor or Manager is or becomes a
party to any action or proceedings in respect of which indemnification may be
sought hereunder, the party seeking indemnification shall promptly notify the
other party thereof. The party from whom indemnification is sought shall not be
liable hereunder for any settlement of any action or claim effected without its
written consent, which consent shall not be reasonably withheld.
(c) This Contract may be executed in one or more counterparts,
all of which taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, QUANTITATIVE ADVISORS, INC. and COLUMBIA PARTNERS,
L.L.C. INVESTMENT MANAGEMENT have each caused this instrument to be signed in
duplicate in its behalf, all as of the day and year first above written.
QUANTITATIVE ADVISORS, INC.
By
---------------------------
Edward L. Pittman
President
COLUMBIA PARTNERS, L.L.C.,
INVESTMENT MANAGEMENT
By
---------------------------
<PAGE>
QUANTITATIVE ADVISORS, INC.
---------------------------
ADVISORY CONTRACT
-----------------
Advisory Contract ("Contract") dated as of June 20, 1996, between
QUANTITATIVE ADVISORS, INC., a Massachusetts corporation (the "Manager") and
COLUMBIA PARTNERS, L.L.C., INVESTMENT MANAGEMENT a Delaware limited liability
company (the "Advisor").
Witnesseth:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY ADVISOR TO TRUST.
(a) Subject always to the control of the trustees (the "Trustees") of
Quantitative Group of Funds, a Massachusetts business trust (the "Trust"), and
the Manager, the Advisor, at its expense, will furnish continuously an
investment program for the Quantitative Numeric II Fund (the "Fund") of the
Trust. The Advisor will determine what securities shall be purchased, held, sold
or exchanged by the Fund and what portion, if any, of the assets of the Fund
shall be held uninvested and shall, on behalf of the Fund, make changes in the
Fund's investments. In the performance of its duties, the Advisor will comply
with the provisions of the Agreement and Declaration of Trust and By-Laws of the
Trust, as amended, and the stated investment objectives, policies and
restrictions of the Fund as set forth in the then current Prospectus and/or
Statement of Additional Information of the Trust and with other written policies
which the Trustees or the Manager may from time-to-time determine and of which
the Advisor has received notice. In furnishing an investment program to the Fund
and in determining what securities shall be purchased, held, sold or exchanged
by the Fund, the Advisor shall (1) comply in all material respects with all
provisions of applicable law governing its duties and responsibilities
hereunder, including, without limitation, the Investment Company Act of 1940
(the "1940 Act") and the Rules and Regulations thereunder; the Investment
Advisors Act of 1940, and the Rules and Regulations thereunder; the Internal
Revenue Code of 1986, as amended (the "Code"), relating to regulated investment
companies and all Rules and Regulations thereunder; the Insider Trading and
Securities Fraud Enforcement Act of 1988; and such other laws as may be
applicable to its activities as Advisor to the Fund and (2) use its best efforts
to manage the Fund so that the Fund will qualify, and continue to qualify, as a
regulated investment company under Subchapter M of the Code and regulations
issued thereunder. The Advisor shall make its officers and employees available
to the Manager or Trustees from time-to-time at reasonable times to review
investment policies of the Fund and to consult with the Manager or Trustees
regarding the investment affairs of the Fund.
(b) The Advisor, at its expense, will (1) furnish all necessary
investment and management facilities, including salaries of personnel, required
for it to execute its duties hereunder, (2) keep records relating to the
purchase, sale or current status of portfolio securities, (3) provide clerical
personnel and equipment necessary for the efficient rendering of investment
advice to the Fund, (4) furnish to the Manager such reports and records
regarding the Fund and the Advisor as the Manager or Trustees shall from
time-to-time request, and, (5) upon reasonable notice, review written references
to the Advisor, or its methodology, whether in a Prospectus, Statement of
Additional Information, sales material or otherwise. The Advisor shall have no
obligation with respect to the determination of the Fund's net asset value,
except to provide the Trust's custodian with information as to the securities
held in the Fund's portfolio. The Advisor shall not be obligated to provide
shareholder accounting services.
(c) The Advisor shall place all orders for the purchase and sale of
portfolio investments for the Fund's account with brokers or dealers selected by
the Advisor. In the selection of such brokers or dealers and the placing of such
orders, the Advisor shall use its best efforts to obtain for the Fund the most
favorable price and execution available, except to the extent that it may be
permitted to pay higher brokerage commissions for brokerage and research
services as described below. In using its best efforts to obtain for the Fund
the most favorable price and execution available, the Advisor, bearing in mind
the Fund's best interests at all times, shall consider all factors it deems
relevant, including by way of illustration, price, the size of the transaction,
the nature of the market for the security, the amount of the commission, if any,
the timing of the transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker or dealer involved
and the quality of service rendered by the broker or dealer in other
transactions. Subject to such written policies as the Trustees or the Manager
may determine, and of which the Advisor has received notice and which the
Advisor has accepted in writing, the Advisor shall not be deemed to have acted
unlawfully or to have breached any duty created by this Contract or otherwise
solely by reason of its having caused the Fund to pay a broker or dealer that
provides brokerage and research services to the Advisor and/or the Manager an
amount of commission for effecting a portfolio investment transaction in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction, if the Advisor determines in good faith that such
amount of commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in terms of either
that particular transaction or the Advisor's and/or Manager's overall
responsibilities with respect to the Trust and to other clients as to which the
Advisor and/or Manager or persons controlled by or under common control with the
Advisor and/or Manager exercise investment discretion. The Advisor agrees that
in connection with purchase or sales of portfolio instruments for the Fund's
account, neither the Advisor nor any officer, director, employee or agent of the
Advisor shall act as principal or receive any commission other than as provided
in Section 3.
(d) The assets of the Fund shall be held by the Trust's custodian in
an account which the Trust has directed the Custodian to open. The Advisor shall
at no time have custody or physical control of any of the assets of the Fund.
The Manager
<PAGE>
shall cause such custodian to provide the Advisor with such information and
reports concerning the Fund or its assets as the Advisor may from time to time
reasonably request and to accept instructions from the Advisor with respect to
such assets and transactions by the Fund in the performance of the Advisor's
duties hereunder. The Advisor shall have no liability or obligation to pay the
cost of such custodian or any of its services.
(e) Advice rendered to the Fund shall be confidential and may not be
used by any shareholder, Trustee, officer, director, employee or agent of the
Trust or of the Manager or by the advisor of any other fund of the Trust. Non-
public information provided to the Manager on a confidential basis regarding the
methodology of the Advisor shall not be made publicly available by the Manager,
except that such information may be disclosed to the Trustees and may be
disclosed to the extent necessary to comply with the federal and state
securities laws and, after notice to the Advisor, upon order of any court or
administrative agency or self regulatory organization of which the Manager or
its affiliates are members.
(f) The Advisor shall not be obligated to pay any expenses of or for
the Fund not expressly assumed by the Advisor pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, partner, director, officer or
employee of, or be otherwise interested in, the Advisor, and in any person
controlled by or under common control with the Advisor, and that the Advisor and
any person controlled by or under common control with the Advisor may have an
interest in the Trust. It is also understood that the Advisor and persons
controlled by or under common control with the Advisor have and may have
advisory, management, service or other contracts with other organizations
(including other investment companies and other managed accounts) and persons,
and may have other interests and businesses.
Nothing in this Contract shall prohibit the Advisor or any of its
affiliates from providing any services for any other person or entity or limit
the services which the Advisor or any such affiliate can provide to any person
or entity, provided, however, that without the written consent of the Manager,
the Advisor may not provide investment advisory or investment management
services to another investment company which invests the primary portion of its
assets in companies comprising the Russell 2000 Index, or any other widely
recognized index of small cap stocks. The Manager understands and agrees that
the Advisor and its affiliates perform investment advisory and investment
management services for various clients other than the Manager and the Trust.
The Manager agrees that the Advisor and its affiliates may give advice and take
action in the performance of duties with respect to any other client which may
differ from advice given, or the timing or nature of action taken, with respect
to the Fund. Nothing in this Contract shall be deemed to impose upon the Advisor
any obligation to purchase or sell or to recommend for purchase or sale for the
Fund any security or other property which the Advisor or any of its affiliates
may purchase or sell for its own account or for the account of any other client,
so long as it continues to be the policy and practice of the Advisor not to
favor or disfavor consistently or consciously any client or class of clients in
the allocation of investment opportunities, so that to the extent practical,
such opportunities will be allocated among clients over a period of time on a
fair and equitable basis.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE ADVISOR
The Manager will pay to the Advisor, as compensation for the Advisor's
services rendered and for the expenses borne by the Advisor pursuant to
Section 1, a fee, computed and paid monthly at the annual rate of 0.40% of the
aggregate average daily net asset value of the Fund. Such fee shall be paid by
the Manager and not by the Fund out of the management fee paid by the Trust to
the Manager pursuant to the Management Contract between the Manager and the
Trust or out of any other funds available to the Manager. Such average daily net
asset value of the Fund shall be determined by taking an average of all the
determinations of such net asset value during such month at the close of
business on each business day, and for non-business days, the net asset value
determined on the previous business day, during such month while this Contract
is in effect. Such fee shall be payable for each month within 30 days after the
end of each month.
If the Advisor shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS TO THIS CONTRACT
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment or in the event that the Management
Contract between the Trust and the Manager is terminated generally, or with
respect to the Fund; and this Contract shall not be amended unless (i) such
amendment is approved at a meeting by an affirmative vote of a majority of the
outstanding shares of the Fund, and (ii) by the vote, cast in person at a
meeting called for the purpose of voting on such approval, of a majority of the
Trustees of the Trust who are not interested persons of the Trust or of the
Manager or of the Advisor.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective on June 30, 1996 or such other time
as shall be agreed upon by the Manager and the Advisor, and shall remain in full
force and effect as to the Fund for 119 days thereafter, and, provided that this
Contract is approved by a majority of the outstanding voting shares of the Fund
by the end of such 119/th/ day, shall remain in full force and effect
continuously thereafter (unless terminated automatically as set forth in
Section 4) until terminated as follows:
<PAGE>
(a) The Trust or the Manager may at any time terminate this
Contract as to the Fund by not more than sixty days' or less than thirty days'
written notice delivered or mailed by registered mail, postage prepaid, to the
Advisor, or
(b) The Advisor may at any time terminate this Contract as to the
Fund by not less than one hundred fifty days' written notice delivered or mailed
by registered mail, postage prepaid, to the Manager, or
(c) If (i) the Trustees of the Trust, or the shareholders by the
affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a
majority of the Trustees of the Trust who are not interested persons of the
Trust or of the Manager or of the Advisor, by vote cast in person at a meeting
called for the purpose of voting on such approval, do not specifically approve
at least annually the continuance of this Contract, then this Contract shall
automatically terminate as to the Fund at the close of business on the second
anniversary of the effective date hereof or the expiration of one year from the
effective date of the last such continuance, whichever is later; provided,
however, that if the continuance of this Contract is submitted to the
shareholders of the Fund for their approval and such shareholders fail to
approve such continuance of this Contract as provided herein, the Advisor may
continue to serve hereunder in a manner consistent with the 1940 Act and the
Rules and Regulations thereunder.
Action by the Trust under (a) above may be taken either (i) by vote of a
majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the Fund.
Termination of this Contract pursuant to this Section 5 shall be without
the payment of any penalty.
6. CERTAIN DEFINITIONS
For the purposes of this Contract, the "affirmative vote of a majority of
the outstanding shares" means the affirmative vote, at a duly called and held
meeting of shareholders, (a) of the holders of 67% or more of the shares of the
Trust or the Fund, as the case may be, present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 50% of the
outstanding shares of the Trust or the Fund, as the case may be, entitled to
vote at such meeting are present in person or by proxy, or (b) of the holders of
more than 50% of the outstanding shares of the Trust or the Fund, as the case
may be, entitled to vote at such meeting, whichever is less.
For the purposes of this Contract, the terms "affiliated person",
"control", "interested person" and "assignment" shall have their respective
meanings defined in the 1940 Act and the Rules and Regulations thereunder,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission ("SEC") under said Act; the term "specifically approve at
least annually" shall be construed in a manner consistent with the 1940 Act and
the Rules and Regulations thereunder; and the term "brokerage and research
services" shall have the meaning given by the Securities Exchange Act of 1934
and the Rules and Regulations thereunder.
7. NONLIABILITY OF ADVISOR.
Notwithstanding any other agreement to the contrary, in the absence of
willful misfeasance, bad faith or gross negligence on the part of the Advisor,
its partners, officers, directors, employees or agents or reckless disregard of
the Advisor's obligations and duties hereunder, neither the Advisor nor its
officers, directors, employees or agents shall be subject to any liability to
the Trust or to the Manager, or to any shareholder of the Trust, for any act or
omission in the course of, or connected with, rendering services hereunder,
unless the Advisor is claiming indemnity from any of them in connection
herewith, but then only to the extent of the indemnity obtained.
8. VOTING OF SECURITIES.
The Advisor shall have the power to vote, either in person or by proxy,
all securities in which assets of the Fund may be invested from time to time and
shall not be required to seek or take instructions from the Manager or the
Trustees of the Trust, or to take any action, with respect thereto.
9. REPRESENTATIONS AND COVENANTS OF THE MANAGER.
(a) The Manager represents that the terms of this Contract do not
violate any obligation by which it is bound, whether arising by contract,
operation of law or otherwise, and that it has the power, capacity and authority
to enter into this Contract and to perform in accordance herewith. In addition,
the Manager represents, warrants and covenants to the Advisor that it has the
power, capacity and authority to commit the Trust to this Contract; that a true
and complete copy of the Agreement and Declaration of Trust and By-Laws of the
Trust and the stated objectives, policies and restrictions of the Fund have been
delivered to the Advisor; and that true and complete copies of every amendment
thereto will be delivered to the Advisor as promptly as practicable after the
adoption thereof. The Manager agrees that notwithstanding any other provision of
this Contract to the contrary, the Advisor will not be bound by any such
amendment until the Advisor has received a copy thereof and has had a reasonable
opportunity to review it.
(b) The Manager shall indemnify and hold harmless the Advisor,
its partners, officers, employees and agents and each person, if any, who
controls the Advisor within the meaning of any applicable law (each individually
an
<PAGE>
"Indemnified Party") from and against all losses, claims, damages, liabilities
and expenses (including, without limitation, reasonable fees and other expenses
of an Indemnified Party's counsel, other than attorneys' fees and costs in
relation to the preparation of this Contract; each party bearing responsibility
for its own such costs and fees), joint or several, (other than liabilities,
losses, expenses, attorneys' fees and costs or damages arising from the failure
of the Advisor to perform its responsibilities hereunder or claims arising from
its acts or failure to act in performing this Contract) to which the Advisor or
any other Indemnified Party may become subject under any federal or state law as
a result of any failure of the Manager or, if caused by any failure of the
Manager, of the Trust or the Fund, to disclose a material fact, or any omission
by the Manager, or, if caused by any failure of the Manager, of the Trust or the
Fund, to disclose a material fact, in any document relating to the Trust or the
Fund, except any failure or omission caused solely by (i) the incorporation in
any such document of information relating to the Advisor which is furnished to
the Manager in writing by or with the consent of the Advisor expressly for
inclusion in such document or (ii) a breach, of which the Manager was not aware,
by the Advisor of its duties hereunder. With respect to any claim for which an
Indemnified Party is entitled to indemnity hereunder, the Manager shall assume
the reasonable expenses and costs (including any reasonable attorneys' fees and
costs) of the Indemnified Party or investigating and/or defending any claim
asserted or threatened by any party, subject always to the Manager first
receiving a written undertaking from the Indemnified Party to repay any amounts
paid on its behalf in the event and to the extent of any subsequent
determination that the Indemnified Party was not entitled to indemnification
hereunder with respect of such claim.
(c) No public reference to, or description of, the Advisor or its
methodology or work shall be made by the Manager or the Trust, whether in a
prospectus, Statement of Additional Information or otherwise, unless the Manager
provides the Advisor with a reasonable opportunity to review any such reference
or description prior to the first use of such reference or description.
10. REPRESENTATIONS AND COVENANTS OF THE ADVISOR.
(a) The Advisor represents that the terms of this Contract do not
violate any obligation by which it is bound, whether arising by contract,
operation of law, or otherwise, and that it has the power, capacity and
authority to enter into this Contract and to perform in accordance herewith.
(b) The Advisor shall immediately notify the Manager in the event
that the Advisor or any of its affiliates: (1) becomes aware that it is subject
to a statutory disqualification that prevents the Advisor from serving as
investment advisor pursuant to this Contract; or (2) becomes aware that it the
subject of an administrative proceeding or enforcement action by the SEC or any
other regulatory authority. The Advisor further agrees to notify the Manager
immediately of any material fact known to the Advisor respecting or relating to
the Advisor that is not contained in the Trust's Registration Statement
regarding the Fund, or any amendment or supplement thereto, but that is required
to be disclosed therein, and of any statement contained therein that becomes
untrue in any material respect.
(c) The Advisor agrees to maintain such books and records with
respect to its services to the Fund as are required under the 1940 Act, and
rules adopted thereunder, and by other applicable legal provisions, and to
preserve such records for the periods and in the manner required by that
Section, and those rules and legal provisions. The Advisor also agrees that
records it maintains and preserves pursuant to Rule 31a-1 and Rule 31a-2 under
the 1940 Act and otherwise in connection with its services hereunder are the
property of the Trust and will be surrendered promptly to the Trust upon its
request. The Advisor further agrees that it will furnish to regulatory
authorities having the requisite authority any information or reports in
connection with its services hereunder which may be requested in order to
determine whether the operations of the Fund are being conducted in accordance
with applicable laws and regulations.
(d) The Advisor shall provide the Manager with quarterly
representations regarding the compliance of its' employees with the Advisor's
code of ethics governing personal securities transactions. The Advisor shall
provide the Manager with copies of any revisions to its code of ethics.
(e) The Advisor shall indemnify and hold harmless the Manager,
the Fund, their partners, officers, employees and agents and each person, if
any, who controls the Manager or Fund within the meaning of any applicable law
(each individually an "Indemnified Party") from and against all losses, claims,
damages, liabilities and expenses (including, without limitation, reasonable
fees and other expenses of an Indemnified Party's counsel, other than attorneys'
fees and costs in relation to the preparation of this Contract; each party
bearing responsibility for its own such costs and fees), joint or several,
(other than liabilities, losses, expenses, attorneys' fees and costs or damages
arising from the failure of the Manager to perform its responsibilities
hereunder or claims arising from its acts or failure to act in performing this
Contract) arising from Advisor's (or its respective agents and employees)
failure to perform its duties and assume its obligations hereunder, including
any action or claim against the Manager based on any alleged untrue statement or
misstatement of a material fact made or provided in writing by or with the
consent of Advisor contained in any registration statement, prospectus,
shareholder report or other information or materials relating to the Fund and
shares issued by the Fund, or the failure or alleged failure to state a material
fact therein required to be stated in order that the statements therein are not
misleading, which fact should have been made known or provided by the Advisor to
the Manager. With respect to any claim for which an Indemnified Party is
entitled to indemnity hereunder, the Advisor shall assume the reasonable
expenses and costs (including any reasonable attorneys' fees and costs) of the
Indemnified Party of investigating and/or defending any claim asserted or
threatened by any party, subject always to the Advisor first receiving a written
undertaking from the Indemnified Party to repay any amounts paid on its behalf
in the event and to the extent of any subsequent determination that the
Indemnified Party was not entitled to indemnification hereunder with respect of
such claim.
<PAGE>
11. USE OF NAME.
It is understood that the name of the Fund (as it may be changed from
time to time while the Advisor provides services pursuant to this Contract) or
any derivative thereof or logo associated with that name is the valuable
property of the Trust and/or its affiliates, and that the Advisor has the right
to use such name (or derivative or logo) only with the approval of the Manager
and only so long as the Advisor is Advisor to the Trust and/or the Fund. Upon
termination of this Contract the Advisor shall forthwith cease to use such name
(or derivative or logo).
12. GOVERNING LAW.
This Contract shall be governed by, and construed and enforced in
accordance with, the substantive laws of The Commonwealth of Massachusetts
without regard to its principles of conflicts of laws, except to the extent such
laws shall be preempted by the Investment Company Act of 1940 or by other
applicable laws.
13. INDEPENDENT CONTRACTOR.
Advisor shall for all purposes of this Contract be deemed to be an
independent contractor and, except as otherwise expressly provided herein, shall
have no authority to act for, bind or represent the Fund in any way or otherwise
be deemed to be an agent of the Fund. Likewise, the Fund, the Manager and their
affiliates, agents and employees shall not be deemed agents of the Advisor and
shall have no authority to bind the Advisor.
14. MISCELLANEOUS.
(a) The captions of this Contract are included for convenience
only and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
(b) In the event that the Advisor or Manager is or becomes a
party to any action or proceedings in respect of which indemnification may be
sought hereunder, the party seeking indemnification shall promptly notify the
other party thereof. The party from whom indemnification is sought shall not be
liable hereunder for any settlement of any action or claim effected without its
written consent, which consent shall not be reasonably withheld.
(c) This Contract may be executed in one or more counterparts,
all of which taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, QUANTITATIVE ADVISORS, INC. and COLUMBIA PARTNERS,
L.L.C. INVESTMENT MANAGEMENT have each caused this instrument to be signed in
duplicate in its behalf, all as of the day and year first above written.
QUANTITATIVE ADVISORS, INC.
By
--------------------------
Edward L. Pittman
President
COLUMBIA PARTNERS, L.L.C.,
INVESTMENT MANAGEMENT
By
--------------------------
<PAGE>
EXHIBIT B
OTHER INFORMATION REGARDING
COLUMBIA PARTNERS, LLC, INVESTMENT MANAGEMENT
The directors and principal executive officer of Columbia Partners, LLC,
Investment Management, and their principal occupations are as shown below. The
business address of each such person, unless otherwise indicated, is
1701 Pennsylvania Avenue, N.W., Washington, DC 20006. The principal occupation
of each person is with Columbia Partners, unless otherwise stated.
Name and Position
With Advisor Principal Occupation
Terence W. Collins
Chief Executive Officer
and President
Landon V. Butler
Director
Lester G. Fant, III
Director
Paul X. Kelley
Director
John R. McKernan, Jr.
Director
Closson L. Vaughan
Director
Robert A. von Pentz
Director
<PAGE>
EXHIBIT C
QUANTITATIVE ADVISORS, INC.
ADVISORY CONTRACT
Advisory Contract dated as of _______, 1996, between QUANTITATIVE
ADVISORS, INC., a Massachusetts corporation (the "Manager") and INDEPENDENCE
INTERNATIONAL ASSOCIATES, INC., a Massachusetts Corporation (the "Adviser").
Witnesseth:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY ADVISER TO FUND.
(a) Subject always to the control of the Trustees of Quantitative
Group of Funds, a Massachusetts business trust (the "Fund"), and the Manager,
the Adviser, at its expense, will furnish continuously an investment program for
the Quantitative International Equity Fund (the "Series") of the Fund. The
Adviser will determine what securities shall be purchased, held, sold or
exchanged by the Series and what portion, if any, of the assets of the Series
shall be held uninvested and shall, on behalf of the Series, make changes in the
Series' investments. In the performance of its duties, the Adviser will comply
with the provisions of the Agreement and Declaration of Trust and By-laws of the
Fund and the stated investment objectives, policies and restrictions of the
Series as set forth in the then current Prospectus and/or Statement of
Additional Information of the Fund, and will use its best efforts to safeguard
and promote the welfare of the Series, and to comply with other written policies
which the Trustees or the Manager may from time to time determine and of which
the Adviser has received notice and which the Adviser has accepted in writing,
and shall exercise the same care and diligence expected of the Trustees. In
furnishing an investment program to the Series and in determining what
securities shall be purchased, held, sold or exchanged by the Series, the
Adviser will do all things necessary so that the Series may qualify as a
"regulated investment company" within the meaning of the Internal Revenue Code
of 1954, as amended, and will comply with ail provisions of applicable Law
including, without limitations the Investment Company Act of 1940, as amended,
and the Rules and Regulations thereunder. The Adviser shall make its officers
and employees available to the Manager from time to time at reasonable times to
review investment policies of the Series and to consult with the Manager
regarding the investment affairs of the Series.
(b) The Adviser, at its expense, will (1) furnish all necessary
investment and management facilities, including salaries of personnel, required
for it to execute its duties faithfully, (2) keep records relating to the
purchase, sale or current status of portfolio securities, and (3) provide
clerical personnel and equipment necessary for the efficient rendering of
investment advice to the Series, The Adviser shall have no obligation with
respect to the determination of the Series' net asset value except to provide
the Fund's Custodian with information as to the securities held in the Series'
portfolio. The Adviser shall not be obligated to provide shareholder accounting
services.
(c) The Adviser shall place all orders for the purchase and sale of
portfolio investments for the Series' account with brokers or dealers selected
by the Adviser. In the selection of such brokers or dealers and the placing of
such orders, the Adviser shall use its best efforts to obtain for the Series the
most favorable price and execution available, except to the extent it may be
permitted to pay higher brokerage commissions for brokerage and research
services as described below. In using its best efforts to obtain for the Series
the most favorable price and execution available, the Adviser, bearing in mind
the Series' best interests at all times, shall consider all factors it deems
relevant, including by way of illustration, price, the size of the transaction,
the nature of the market for the security, the amount of the commission, if
any, the timing of the transaction taking into account market prices and trends,
the reputation, experience and financial stability of the broker or dealer
involved and the quality of service rendered by the broker or dealer in other
transactions. Subject to such written policies as the Trustees or the Manager
may determine and of which the Adviser has received notice and which the Adviser
has accepted in writing, the Adviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Contract or otherwise
solely by reason of its having caused the Series to pay a broker or dealer that
provides brokerage and research services to the Adviser an amount of commission
for effecting a portfolio investment transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if the Adviser determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Adviser's overall responsibilities with respect to
the Fund and to other clients as to which the Adviser or persons controlled by
or under common control with the Adviser exercise investment discretion. As
provided in the Management Contract referred to in Section 3 below, the Fund has
agreed that any entity or person associated with the Manager which is a member
of a national securities exchange is authorized to effect any transaction on
such exchange for the account of the Fund and any Series thereof which is
permitted by Section 11(a) of the Securities Exchange Act of 1934 and
Rule 11a2-2(T) thereunder, and the Fund has consented to the retention of
compensation for such transactions in accordance with Rule 11;2-2(T)(2)(iv). The
Adviser agrees that in connection with purchases or, sales of portfolio
investments for the Series' account, neither the Adviser or any officer,
director, employee or agent of the Adviser shall act as a municipal or receive
any commission other than as provided in Section 3.
(d) The Adviser shall not be obligated to pay any expenses of or for
the Series not expressly assumed by the Adviser pursuant to this Section 1.
<PAGE>
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Fund may be a shareholder, director, officer or employee of, or
be otherwise interested in, the Adviser, and in any person controlled by or
under common control with the Adviser, and that the Adviser and any person
controlled by or under common control with the Adviser may have an interest in
the Fund. It is also understood that the Adviser and persons controlled by or
under common control with the Adviser have and may have advisory, management
service or other contracts with other organizations (including without
limitation other investment companies and other managed accounts) and persons,
and may having other interests and businesses. Advice rendered to the Series
shall be confidential and may not be used by any shareholder, Trustee, officer,
director, employee or agent of the Fund or of the Manager or by the Adviser of
any other series of the Fund.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE ADVISER.
The Manager will pay to the Adviser as compensation for the Adviser's
services rendered and for the expenses borne by the Adviser pursuant to
Section 1, a fee, computed and paid monthly at the annual rate of 0.5% of the
average daily net asset value of the Series. Such fee shall be paid by the
Manager and not by the Series out of the management fee paid by the Fund to the
Manager pursuant to the Management Contract between the Manager and the Fund or
out of any other funds available to the Manager. Such average daily net asset
value of the Series shall be determined by taking an average of all the
determinations of such net asset value during such month at the close of
business on each business day during such month while this Contract is in
effect. Such fee shall be payable for each month within 30 days after the end of
such month. Until this Contract is approved by the shareholders of the Series,
the fees shall be paid to an interest-bearing escrow account. Upon approval of
the Contract by the shareholders the fees, including interest earned on the
fees, will be paid to the Adviser, provided, however, that if the shareholders
do not approve this Contract by the earlier of 120 days after the commencement
of this agreement or March 1, 1997, the fees held in escrow shall be paid to the
Series.
If the Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment or in the event that the Management
Contract between the Fund and the Manager terminates generally or with respect
to the Series; and this Contract shall not be amended unless such amendment be
approved at a meeting by the affirmative vote of a majority of the outstanding
shares of the Series, and by the vote, cast in person at a meeting called for
the purpose of voting on such approval, of a majority of the Trustees of the
Fund who are not interested persons of the Fund or of the Manager or of the
Advisers.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and shall remain
in full force and effect as to the Series continuously thereafter (unless
terminated automatically as set forth in Section 4) until terminated as follows;
(a) The Fund or the Manager may at any time terminate this
Contract as to the Series by not more than sixty days' nor less than
thirty days' written notice delivered or mailed by registered mail,
postage prepaid, to the Adviser, or
(b) The Adviser may at any time terminate this Contract as to the
Series by not less than one hundred fifty days' written notice delivered
or mailed by registered mail, postage prepaid, to the Manager, or
(c) If (i) the Trustees of the Fund or the shareholders by the
affirmative vote of a majority of the outstanding shares of the Series,
and (ii) a majority of the Trustees of the Fund who are not interested
persons of the Fund or of the Manager or of the Adviser, by vote cast in
person at a meeting called for the purpose of voting an such approval, do
not specifically approve at least annually the continuance of this
Contract, then this Contract shall automatically terminate as to the
Series at the close of business on the second anniversary of the date
hereof or the expiration of one year from the effective date of the last
such continuance, whichever is later; provided, however, that if the
continuance of this Contract is submitted to the shareholders of the
Series for their approval and such shareholders fail to approve such
continuance of this Contract as provided herein, the Adviser may continue
to serve hereunder in a manner consistent with the Investment Company Act
of 1940 and the Rules and Regulations thereunder.
Action by the Fund under (a) above may be taken either (i) by vote of a
majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the Series.
Termination of this Contract pursuant to this Section 5 shall be without
the payment of any penalty.
<PAGE>
6. CERTAIN DEFINITIONS
For the purposes of this Contract, the "affirmative vote of a majority of
the outstanding shares", means the affirmative vote, at a duly called and held
meeting of shareholders, (a) of the holders of 67% or more of the shares of the
Fund or the Series, as the case may be, present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 507 of the
outstanding shares of the Fund or the Series, as the case may be, entitled to
vote at such meeting are present in person or by proxy, or (b) of the holders of
more than 50% of the outstanding shares of the Fund or the Series, as the case
may be, entitled to vote at such meeting, whichever is less.
For the purposes of this Contract, the terms "affiliated person",
"control", "interested person" and "assignment" shall have their respective
meanings defined in the Investment Company Act of 1940 and the Rules and
Regulations thereunder, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act; the term "specifically
approve at least annually" shall be construed in a manner consistent with the
Investment Company Act of 1940 and the Rules and Regulations thereunder; aid the
term "brokerage and research services" shall have the meaning given in the
Securities Exchange Act of 1934 and the Rules and Regulations thereunder.
7. NONLIABILITY OF ADVISER.
In the absence of willful misfeasance, bad faith or gross negligence on
the part, of the Adviser, its officers, directors, employees or agents or
reckless disregard of the Adviser's obligations and duties hereunder, neither
the Adviser nor its officers, directors, employees or agents shall be subject to
any liability to the Fund or to the Manager, or to any shareholder of the Fund,
for any act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, QUANTITATIVE ADVISORS, INC. and INDEPENDENCE INTERNATIONAL
ASSOCIATES, INC. have each caused this instrument to be signed in duplicate in
its behalf by its President or a Vice President thereunto duly authorized, all
as of the day and year first above written.
QUANTITATIVE ADVISORS, INC.
---------------------------------
By: Edward L. Pittman
President
INDEPENDENCE INTERNATIONAL ASSOCIATES, INC.
---------------------------------
By: Lyle Davis
President
<PAGE>
QUANTITATIVE ADVISORS, INC.
---------------------------
ADVISORY CONTRACT
-----------------
Advisory Contract ("Contract") dated as of ________, 1996, between
QUANTITATIVE ADVISORS, INC., a Massachusetts corporation (the "Manager") and
INDEPENDENCE INTERNATIONAL ASSOCIATES, INC., a Massachusetts corporation (the
"Advisor").
Witnesseth:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY ADVISOR TO FUND.
(a) Subject always to the control of the trustees (the "Trustees") of
Quantitative Group of Funds, a Massachusetts business trust (the "Trust"), and
the Manager, the Advisor, at its expense, will furnish continuously an
investment program for the Quantitative Foreign Frontier Fund (the "Fund") of
the Trust. The Advisor will determine what securities shall be purchased, held,
sold or exchanged by the Fund and what portion, if any, of the assets of the
Fund shall be held uninvested and shall, on behalf of the Fund, make changes in
the Fund's investments. In the performance of its duties, the Advisor will
comply with the provisions of the Agreement and Declaration of Trust and By-Laws
of the Trust and the stated investment objectives, policies and restrictions of
the Fund as set forth in the then current Prospectus and/or Statement of
Additional Information of the Trust and with other written policies which the
Trustees or the Manager may from time-to-time determine and of which the Advisor
has received notice and the Advisor has accepted in writing. In furnishing an
investment program to the Fund and in determining what securities shall be
purchased, held, sold or exchanged by the Fund, the Advisor shall comply in all
material respects with all provisions of applicable law governing its duties and
responsibilities hereunder, including, without limitation, the Investment
Company Act of 1940, the Investment Advisors Act of 1940, and the Rules and
Regulations thereunder, and such other laws as may be applicable to its
activities as Advisor to the Fund. The Advisor shall make its officers and
employees available to the Manager or Trustees from time-to-time at reasonable
times to review investment policies of the Fund and to consult with the Manager
or Trustees regarding the investment affairs of the Fund.
(b) The Advisor, at its expense, will (1) furnish all necessary
investment and management facilities, including salaries of personnel, required
for it to execute its duties hereunder, (2) keep records relating to the
purchase, sale or current status of portfolio securities, (3) provide clerical
personnel and equipment necessary for the efficient rendering of investment
advice to the Fund, (4) furnish to the Manager such reports and records
regarding the Fund and the Advisor as the Manager or Trustees shall from
time-to-time request, and, (5) upon reasonable notice, review written references
to the Advisor, or its methodology, whether in a Prospectus, Statement of
Additional Information, sales material or otherwise. The Advisor shall have no
obligation with respect to the determination of the Fund's net asset value,
except to provide the Trust's custodian with information as to the securities
held in the Fund's portfolio. The Advisor shall not be obligated to provide
shareholder accounting services.
(c) The Advisor shall place all orders for the purchase and sale of
portfolio investments for the Fund's account with brokers or dealers selected by
the Advisor. In the selection of such brokers or dealers and the placing of such
orders, the Advisor shall use its best efforts to obtain for the Fund the most
favorable price and execution available, except to the extent that it may be
permitted to pay higher brokerage commissions for brokerage and research
services as described below. In using its best efforts to obtain for the Fund
the most favorable price and execution available, the Advisor, bearing in mind
the Fund's best interests at all times, shall consider all factors it deems
relevant, including by way of illustration, price, the size of the transaction,
the nature of the market for the security, the amount of the commission, if any,
the timing of the transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker or dealer involved
and the quality of service rendered by the broker or dealer in other
transactions. Subject to such written policies as the Trustees or the Manager
may determine, and of which the Advisor has received notice and which the
Advisor has accepted in writing, the Advisor shall not be deemed to have acted
unlawfully or to have breached any duty created by this Contract or otherwise
solely by reason of its having caused the Fund to pay a broker or dealer that
provides brokerage and research services to the Advisor an amount of commission
for effecting a portfolio investment transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if the Advisor determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Advisor's overall responsibilities with respect to
the Trust and to other clients as to which the Advisor or persons controlled by
or under common control with the Advisor exercise investment discretion. The
Advisor agrees that in connection with purchases or sales of portfolio
instruments for the Fund's account, neither the Advisor nor any officer,
director, employee or agent of the Advisor shall act as principal or receive any
commission other than as provided in Section 3.
(d) The assets of the Fund shall be held by the Trust's custodian in
an account which the Trust has directed the Custodian to open. The Advisor shall
at no time have custody or physical control of any of the assets of the Fund.
The Manager shall cause such custodian to provide the Advisors with such
information and reports concerning the Fund or its assets as the Advisor may
from time to time reasonably request and to accept instructions from the Advisor
with respect to such assets and transactions by the Fund in the performance of
the Advisor's duties hereunder. The Advisor shall have no liability or
obligation to pay the cost of such custodian or any of its services.
<PAGE>
(e) Advice rendered to the Fund shall be confidential and may not be
used by any shareholder, Trustee, officer, director, employee or agent of the
Trust or of the Manager or by the advisor of any other fund of the Trust. Non-
public information provided to the Manager on a confidential basis regarding the
Advisor's methodology shall not be made publicly available by the Manager,
except that such information may be disclosed to the Trustees and may be
disclosed to the extent necessary to comply with the federal and state
securities laws and, after notice to the Advisor, upon order of any court or
administrative agency or self regulatory organization of which the Manager or
its affiliates are members.
(f) The Advisor shall not be obligated to pay any expenses of or for
the Fund not expressly assumed by the Advisor pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, partner, director, officer or
employee of, or be otherwise interested in, the Advisor, and in any person
controlled by or under common control with the Advisor, and that the Advisor and
any person controlled by or under common control with the Advisor may have an
interest in the Trust. It is also understood that the Advisor and persons
controlled by or under common control with the Advisor have and may have
advisory, management, service or other contracts with other organizations
(including other investment companies and other managed accounts) and persons,
and may have other interests and businesses.
Nothing in this Contract shall prohibit the Advisor or any of its
affiliates from providing any services for any other person or entity or limit
the services which the Advisor or any such affiliate can provide to any person
or entity. The Manager understands and agrees that the Advisor and its
affiliates perform investment advisory and investment management services for
various clients other than the Manager and the Trust. The Manager agrees that
the Advisor and its affiliates may give advice and take action in the
performance of duties with respect to any other client which may differ from
advice given, or the timing or nature of action taken, with respect to the Fund.
Nothing in this Agreement shall be deemed to impose upon the Advisor any
obligation to purchase or sell or to recommend for purchase or sale for the Fund
any security or other property which the Advisor or any of its affiliates may
purchase or sell for its own account or for the account of any other client, so
long as it continues to be the policy and practice of the Advisor not to favor
or disfavor consistently or consciously any client or class of clients in the
allocation of investment opportunities, so that to the extent practical, such
opportunities will be allocated among clients over a period of time on a fair
and equitable basis.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE ADVISOR
The Manager will pay to the Advisor, as compensation for the Advisor's
services rendered and for the expenses borne by the Advisor pursuant to
Section 1, a fee, computed and paid monthly at the annual rate of 0.40% of the
aggregate average daily net asset value of the Fund. Such fee shall be paid by
the Manager and not by the Fund out of the management fee paid by the Trust to
the Manager pursuant to the Management Contract between the Manager and the
Trust or out of any other funds available to the Manager. Such average daily net
asset value of the Fund shall be determined by taking an average of all the
determinations of such net asset value during such month at the close of
business on each business day during such month while this Contract is in
effect. Such fee shall be payable for each month within 30 days after the end of
each month. Until this Contract is approved by the shareholders of the Series,
the fees shall be paid to an interest-bearing escrow account. Upon approval of
the Contract by the shareholders, the fees, including interest earned on the
fees, will be paid to the Advisor, provided, however, that if the shareholders
do not approve this Contract by the earlier of 120 days after the commencement
of this agreement or March 1, 1997, the fees held in escrow shall be paid to the
Fund.
If the Advisor shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS TO THIS CONTRACT
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment or in the event that the Management
Contract between the Trust and the Manager is terminated generally, or with
respect to the Fund; and this Contract shall not be amended unless (i) such
amendment is approved at a meeting by an affirmative vote of a majority of the
outstanding shares of the Fund, and (ii) by the vote, cast in person at a
meeting called for the purpose of voting on such approval, of a majority of the
Trustees of the Trust who are not interested persons of the Trust or of the
Manager or of the Advisor.
<PAGE>
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and shall remain
in full force and effect as to the Fund continuously thereafter (unless
terminated automatically as set forth in Section 4) until terminated as follows:
(a) The Trust or the Manager may at any time terminate this
Contract as to the Fund by not more than sixty days' or less than thirty days'
written notice delivered or mailed by registered mail, postage prepaid, to the
Advisor or
(b) The Advisor may at any time terminate this Contract as to the
Fund by not less than one hundred fifty days' written notice delivered or mailed
by registered mail, postage prepaid, to the Manager, or
(c) If (i) the Trustees of the Trust, or the shareholders by the
affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a
majority of the Trustees of the Trust who are not interested persons of the
Trust or of the Manager or of the Advisor, by vote cast in person at a meeting
called for the purpose of voting on such approval, do not specifically approve
at least annually the continuance of this Contract, then this Contract shall
automatically terminate as to the Fund at the close of business on the second
anniversary of the date hereof or the expiration of one year from the effective
date of the last such continuance, whichever is later; provided, however, that
if the continuance of this Contract is submitted to the shareholders of the Fund
for their approval and such shareholders fail to approve such continuance of
this Contract as provided herein, the Advisor may continue to serve hereunder in
a manner consistent with the Investment Company Act of 1940 and the Rules and
Regulations thereunder.
Action by the Trust under (a) above may be taken either (i) by vote of a
majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the Fund.
Termination of this Contract pursuant to this Section 5 shall be without
the payment of any penalty.
6. CERTAIN DEFINITIONS
For the purposes of this Contract, the "affirmative vote of a majority of
the outstanding shares" means the affirmative vote, at a duly called and held
meeting of shareholders, (a) of the holders of 67% or more of the shares of the
Trust or the Fund, as the case may be, present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 50% of the
outstanding shares of the Trust or the Fund, as the case may be, entitled to
vote at such meeting are present in person or by proxy, or (b) of the holders of
more than 50% of the outstanding shares of the Trust or the Fund, as the case
may be, entitled to vote at such meeting, whichever is less.
For the purposes of this Contract, the terms "affiliated person",
"control", "interested person" and "assignment" shall have their respective
meanings defined in the Investment Company Act of 1940 and the Rules and
Regulations thereunder, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act; the term "specifically
approve at least annually" shall be construed in a manner consistent with the
Investment Company Act of 1940 and the Rules and Regulations thereunder; and the
term "brokerage and research services" shall have the meaning given by the
Securities Exchange Act of 1934 and the Rules and Regulations thereunder.
7. NONLIABILITY OF ADVISOR.
In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Advisor, its partners, officers, directors, employees or agents
or reckless disregard of the Advisor's obligations and duties hereunder, neither
the Advisor nor its officers, directors, employees or agents shall be subject to
any liability to the Trust or to the Manager, or to any shareholder of the
Trust, for any act or omission in the course of, or connected with, rendering
services hereunder, unless the Advisor is claiming indemnity from any of them in
connection herewith, but then only to the extent of the indemnity obtained.
8. VOTING OF SECURITIES.
The Advisor shall have the power to vote, either in person or by proxy,
all securities in which assets of the Fund may be invested from time to time and
shall not be required to seek or take instructions from the Manager or the
Trustees of the Trust, or to take any action, with respect thereto.
9. REPRESENTATIONS AND COVENANTS OF THE MANAGER.
(a) The Manager represents that the terms of this Contract do not
violate any obligation by which it is bound, whether arising by contract,
operation of law or otherwise, and that it has the power, capacity and authority
to enter into this Contract and to perform in accordance herewith. In addition,
the Manager represents, warrants and covenants to the Advisor that it has the
power, capacity and authority to commit the Trust to this Contract; that a true
and complete copy of the Agreement and Declaration of Trust and By-Laws of the
Trust and the stated objectives, policies and restrictions of the Fund have been
delivered to the Advisor; and that true and complete copies of every amendment
thereto will be delivered to the Advisor as promptly as practicable after the
adoption thereof. The Manager agrees that notwithstanding any other provision of
this Contract to the contrary, the Advisor will not be bound by any such
amendment until the Advisor has received a copy thereof and has had a reasonable
opportunity to review it.
<PAGE>
(b) The Manager acknowledges and agrees that it and the Trust
shall be solely responsible for compliance with all disclosure requirements
under all applicable federal and state laws relating to the Trust or the Fund,
including, without limitation, the Investment Company Act of 1940, as amended,
and the Rules and Regulations thereunder, and that the Advisor shall have no
liability or responsibility in connection therewith except as to material
consented to in writing by the Advisor.
(c) The Manager shall indemnify and hold harmless the Advisor,
its partners, officers, employees and agents and each person, if any, who
controls the Advisor within the meaning of any applicable law (each individually
an "Indemnified Party") from and against all losses, claims, damages,
liabilities and expenses (including, without limitation, reasonable fees and
other expenses of an Indemnified Party's counsel), joint or several, to which
the Advisor or any other Indemnified Party may become subject under any federal
or state law as a result of any failure of the Manager or, if caused by any
failure of the Manager, of the Trust or the Fund, to disclose a material fact,
or any omission by the Manager, or, if caused by any failure of the Manager, of
the Trust or the Fund, to disclose a material fact, in any document relating to
the Trust or the Fund, except any failure or omission caused solely by (i) the
incorporation in any such document of information relating to the Advisor which
is furnished to the Manager in writing by the Advisor expressly for inclusion in
such document or (ii) a breach, of which the Manager was not aware, by the
Advisor of its duties hereunder.
(d) No public reference to, or description of, the Advisor or its
methodology or work shall be made by the Manager or the Trust, whether in a
prospectus, Statement of Additional Information or otherwise, without the prior
written consent of the Advisor which will not be unreasonably withheld. In each
case, the Manager shall provide the Advisor a reasonable opportunity to review
any such reference or description before being asked for such consent.
10. REPRESENTATIONS OF THE ADVISOR.
The Advisor represents that the terms of this Contract do not violate any
obligation by which it is bound, whether arising by contract, operation of law,
or otherwise, and that it has the power, capacity and authority to enter into
this Contract and to perform in accordance herewith.
11. GOVERNING LAW.
This Contract shall be governed by, and construed and enforced in
accordance with, the substantive laws of The Commonwealth of Massachusetts
without regard to its principles of conflicts of laws, except to the extent such
laws shall be preempted by the Investment Company Act of 1940 or by other
applicable laws.
IN WITNESS WHEREOF, QUANTITATIVE ADVISORS, INC. and INDEPENDENCE
INTERNATIONAL ASSOCIATES, INC. have each caused this instrument to be signed in
duplicate in its behalf, all as of the day and year first above written.
QUANTITATIVE ADVISORS, INC.
By
---------------------------
Edward L. Pittman
President
INDEPENDENCE INTERNATIONAL ASSOCIATES, INC.
By
--------------------------
Lyle H. Davis
President
<PAGE>
EXHIBIT D
OTHER INFORMATION REGARDING
INDEPENDENCE INTERNATIONAL ADVISORS, INC.
The directors and principal executive officer of Independence
International Associates, Inc. ("Independence") and their principal occupations
will be as shown below, effective with the acquisition of Independence by
Independence Investment Associates, Inc. The business address of each such
person, unless otherwise indicated is 75 State Street, Boston, MA 02110. The
principal occupation of each person is with Independence International
Associates, Inc., unless otherwise stated.
Name and Position
With Advisor Principal Occupation
Lyle Davis
President
Foster L. Aborn Vice President -Investment and
Director Pension Sectior, John Hancock Mutual
Life Company
John T. Farady Senior Vice President & Treasurer
Director John Hancock Mutual Life Company
William C. Fletcher President, Independence Investment
Director Associates, Inc.
Lewis J. Kleinrock Retired
Director
Henry D. Shaw Senior Vice President, John Hancock
Director Mutual Life Company
Joseph A. Tomlinson Vice President, John Hancock
Director Mutual Life Company
<PAGE>
EXHIBIT E
QUANTITATIVE ADVISORS, INC.
---------------------------
ADVISORY CONTRACT
-----------------
Advisory Contract ("Contract") dated as of ______________, 1996, between
QUANTITATIVE ADVISORS, INC., a Massachusetts corporation (the "Manager") and
ADVANCED INVESTMENT TECHNOLOGY, Inc., a Florida corporation (the "Adviser").
Witnesseth:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY ADVISER TO FUND.
(a) Subject always to the control of the trustees (the "Trustees") of
Quantitative Group of Funds, a Massachusetts business trust (the "Fund"), and
the Manager, the Adviser, at its expense, will furnish continuously an
investment program for the Quantitative Disciplined Growth Fund (the "Series")
of the Fund. The Adviser will determine what securities shall be purchased,
held, sold or exchanged by the Series and what portion, if any, of the assets of
the Series shall be held uninvested and shall, on behalf of the Series, make
changes in the Series' investments. In the performance of its duties, the
Adviser will comply with the provisions of the Agreement and Declaration of
Trust and By-Laws of the Fund and the stated investment objectives, policies and
restrictions of the Series as set forth in the then current Prospectus and/or
Statement of Additional Information of the Fund and with other written policies
which the Trustees or the Manager may from time-to-time determine and of which
the Adviser has received notice and the Adviser has accepted in writing. In
furnishing an investment program to the Series and in determining what
securities shall be purchased, held, sold or exchanged by the Series, the
Adviser shall comply in all material respects with all provisions of applicable
law governing its duties and responsibilities hereunder, including, without
limitation, the Investment Company Act of 1940, the Investment Advisers Act of
1940, and the Rules and Regulations thereunder, and such other laws as may be
applicable to its activities as Adviser to the Series. The Adviser shall make
its officers and employees available to the Manager or Trustees from time-to-
time at reasonable times to review investment policies of the Series and to
consult with the Manager or Trustees regarding the investment affairs of the
Series.
(b) The Adviser, at its expense, will (1) furnish all necessary
investment and management facilities, including salaries of personnel, required
for it to execute its duties hereunder, (2) keep records relating to the
purchase, sale or current status of portfolio securities, (3) provide clerical
personnel and equipment necessary for the efficient rendering of investment
advice to the Series, (4) furnish to the Manager such reports and records
regarding the Series and the Adviser as the Manager or Trustees shall from time-
to-time request, and, (5) upon reasonable notice, review written references to
the Adviser, or its methodology, whether in a Prospectus, Statement of
Additional Information, sales material or otherwise. The Adviser shall have no
obligation with respect to the determination of the Series' net asset value,
except to provide the Fund's custodian with information as to the securities
held in the Series' portfolio. The Adviser shall not be obligated to provide
shareholder accounting services.
(c) The Adviser shall place all orders for the purchase and sale of
portfolio investments for the Series' account with brokers or dealers selected
by the Adviser. In the selection of such brokers or dealers and the placing of
such orders, the Adviser shall use its best efforts to obtain for the Series the
most favorable price and execution available, except to the extent that it may
be permitted to pay higher brokerage commissions for brokerage and research
services as described below. In using its best efforts to obtain for the Series
the most favorable price and execution available, the Adviser, bearing in mind
the Series' best interests at all times, shall consider all factors it deems
relevant, including by way of illustration, price, the size of the transaction,
the nature of the market for the security, the amount of the commission, if any,
the timing of the transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker or dealer involved
and the quality of service rendered by the broker or dealer in other
transactions. Subject to such written policies as the Trustees or the Manager
may determine, and of which the Adviser has received notice and which the
Adviser has accepted in writing, the Adviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Contract or otherwise
solely by reason of its having caused the Series to pay a broker or dealer that
provides brokerage and research services to the Adviser an amount of commission
for effecting a portfolio investment transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Adviser's overall responsibilities with respect to
the Fund and to other clients as to which the Adviser or persons controlled by
or under common control with the Adviser exercise investment discretion. The
Adviser agrees that in connection with purchase or sales of portfolio
instruments for the Series' account, neither the Adviser nor any officer,
director, employee or agent of the Adviser shall act as principal or receive any
commission other than as provided in Section 3.
(d) Advice rendered to the Series shall be confidential and may not be
used by any shareholder, Trustee, officer, director, employee or agent of the
Fund or of the Manager or by the adviser of any other series of the Fund. Non-
public information provided to the Manager on a confidential basis regarding its
methodology shall not be made publicly available by the Manager, except that
such information may be disclosed to the Trustees and may be disclosed to the
extent necessary to comply with the federal and state securities laws and, after
notice to the Adviser, upon order of any court or administrative agency or self
regulatory organization of which the Manager or its affiliates are members.
(e) The Adviser shall not be obligated to pay any expenses of or for
the Series not expressly assumed by the Adviser pursuant to this Section 1.
<PAGE>
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Fund may be a shareholder, partner, director, officer or
employee of, or be otherwise interested in, the Adviser, and in any person
controlled by or under common control with the Adviser, and that the Adviser and
any person controlled by or under common control with the Adviser may have an
interest in the Fund. It is also understood that the Adviser and persons
controlled by or under common control with the Adviser have and may have
advisory, management, service or other contracts with other organizations
(including other investment companies and other managed accounts) and persons,
and may have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE ADVISER
The Manager will pay to the Adviser, as compensation for the Adviser's
services rendered and for the expenses borne by the Adviser pursuant to
Section 1, a fee, computed and paid monthly at the annual rate of 0.60% of the
first $100 million of the aggregate average daily net asset value of the Series,
and 0.50% of the aggregate average daily net asset value of the Series in excess
of $100 million. Such fee shall be paid by the Manager and not by the Series out
of the management fee paid by the Fund to the Manager pursuant to the Management
Contract between the Manager and the Fund or out of any other funds available to
the Manager. Such average daily net asset value of the Series shall be
determined by taking an average of all the determinations of such net asset
value during such month at the close of business on each business day during
such month while this Contract is in effect. Such fee shall be payable for each
month within 30 days after the end of each month, provided however that no fees
shall be payable under this Contract until this Contract is approved by the
shareholders of the Series.
If the Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS TO THIS CONTRACT
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment or in the event that the Management
Contract between the Fund and the Manager is terminated generally, or with
respect to the Series; and this Contract shall not be amended unless (i) such
amendment is approved at a meeting by an affirmative vote of a majority of the
outstanding shares of the Series, and (ii) by the vote, cast in person at a
meeting called for the purpose of voting on such approval, of a majority of the
Trustees of the Fund who are not interested persons of the Fund or of the
Manager or of the Adviser.
<PAGE>
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and shall remain
in full force and effect as to the Series continuously thereafter (unless
terminated automatically as set forth in Section 4) until terminated as follows:
(a) Either party hereto may at any time terminate this Contract
as to the Series by not more than sixty days' or less than thirty days' written
notice delivered or mailed by registered mail, postage prepaid, to the other
party, or
(b) If (i) the Trustees of the Fund, or the shareholders by the
affirmative vote of a majority of the outstanding shares of the Series, and
(ii) a majority of the Trustees of the Fund who are not interested persons of
the Fund or of the Manager or of the Adviser, by vote cast in person at a
meeting called for the purpose of voting on such approval, do not specifically
approve at least annually the continuance of this Contract, then this Contract
shall automatically terminate as to the Series at the close of business on the
second anniversary of the date hereof or the expiration of one year from the
effective date of the last such continuance, whichever is later; provided,
however, that if the continuance of this Contract is submitted to the
shareholders of the Series for their approval and such shareholders fail to
approve such continuance of this Contract as provided herein, the Adviser may
continue to serve hereunder in a manner consistent with the Investment Company
Act of 1940 and the Rules and Regulations thereunder.
Action by the Fund under (a) above may be taken either (i) by vote of a
majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the Series.
Termination of this Contract pursuant to this Section 5 shall be without
the payment of any penalty.
6. CERTAIN DEFINITIONS
For the purposes of this Contract, the affirmative vote of a majority of
the outstanding shares" means the affirmative vote, at a duly called and held
meeting of shareholders, (a) of the holders of 67% or more of the shares of the
Fund or the Series, as the case may be, present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 50% of the
outstanding shares of the Fund or the Series, as the case may be, entitled to
vote at such meeting are present in person or by proxy, or (b) of the holders of
more than 50% of the outstanding shares of the Fund or the Series, as the case
may be, entitled to vote at such meeting, whichever is less.
For the purposes of this Contract, the terms "affiliated person",
"control", "interested person" and "assignment" shall have their respective
meanings defined in the Investment Company Act of 1940 and the Rules and
Regulations thereunder, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act; the term "specifically
approve at least annually" shall be construed in a manner consistent with the
Investment Company Act of 1940 and the Rules and Regulations thereunder; and the
term "brokerage and research services" shall have the meaning given by the
Securities Exchange Act of 1934 and the Rules and Regulations thereunder.
7. NONLIABILITY OF ADVISER.
In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Adviser, its partners, officers, directors, employees or agents
or reckless disregard of the Adviser's obligations and duties hereunder, neither
the Adviser nor its officers, directors, employees or agents shall be subject to
any liability to the Fund or to the Manager, or to any shareholder of the Fund,
for any act or omission in the course of, or connected with, rendering services
hereunder, unless the Adviser is claiming indemnity from any of them in
connection herewith, but then only to the extent of the indemnity obtained.
8. VOTING OF SECURITIES.
The Adviser shall have the power to vote, either in person or by proxy,
all securities in which assets of the Series may be invested from time to time
and shall not be required to seek or take instructions from the Manager or the
Trustees of the Fund, or to take any action, with respect thereto.
9. REPRESENTATIONS AND COVENANTS OF THE MANAGER.
The Manager represents that the terms of this Contract do not violate any
obligation by which it is bound, whether arising by contract, operation of law
or otherwise, and that it has the power, capacity and authority to enter into
this Contract and to perform in accordance herewith. In addition, the Manager
represents, warrants and covenants to the Adviser that it has the power,
capacity and authority to commit the Fund to this Contract; that a true and
complete copy of the Agreement and Declaration of Trust and By-Laws of the Fund
and the stated objectives, policies and restrictions of the Series have been
delivered to the Adviser; and that true and complete copies of every amendment
thereto will be delivered to the Adviser as promptly as practicable after the
adoption thereof. The Manager agrees that notwithstanding any other provision
of this Contract to the contrary, the Adviser will not be bound by any such
amendment until the Adviser has received a copy thereof and has had a reasonable
opportunity to review it.
<PAGE>
10. REPRESENTATIONS OF THE ADVISER.
The Adviser represents that the terms of this Contract do not violate any
obligation by which it is bound, whether arising by contract, operation of law,
or otherwise, and that it has the power, capacity and authority to enter into
this Contract and to perform in accordance herewith.
11. GOVERNING LAW.
This Contract shall be governed by, and construed and enforced in
accordance with, the substantive laws of The Commonwealth of Massachusetts
without regard to its principles of conflicts of laws, except to the extent such
laws shall be preempted by the Investment Company Act of 1940 or by other
applicable laws.
IN WITNESS WHEREOF, QUANTITATIVE ADVISORS, INC. and ADVANCED INVESTMENT
TECHNOLOGY, INC. have each caused this instrument to be signed in duplicate in
its behalf, all as of the day and year first above written.
QUANTITATIVE ADVISORS, INC.
By
---------------------------
Edward L. Pittman
President
ADVANCED INVESTMENT
TECHNOLOGY, INC.
By
--------------------------
Dean S. Barr
President
<PAGE>
EXHIBIT F
OTHER INFORMATION REGARDING
ADVANCED INVESTMENT TECHNOLOGY, INC.
The directors and principal executive officer of Advanced Investment
Technology, Inc., and their principal occupations are as shown below. The
business address of each such person, unless otherwise indicated is 311 Park
Place Boulevard, Suite 330, Clearwater, FL 34619. The principal occupation of
each person is with Advanced Investment Technology, Inc., unless otherwise
stated.
Name and Position
With Advisor Principal Occupation
Dean Barr
Chief Executive Officer
President, and Director
Larry Hastie
Director
Ganesh Mani
Director
Mark Scalzo Vice President, Putnam, Lovell &
Director Thornton
<PAGE>
QUANTITATIVE GROUP OF FUNDS
QUANTITATIVE NUMERIC FUND PROXY
The undersigned shareholder of the Quantitative Numeric Fund (the
"Numeric Fund") Quantitative Group of Funds (the "Fund") hereby constitutes and
appoints Willard L. Umphrey, Leon Okurowski, and Mark Katzoff, and any and each
of them, proxies and attorneys of the undersigned, with power of substitution to
each, for and in the name of the undersigned to vote and act upon all matters
(unless and except as expressly limited below) at the Special Meeting of
Shareholders of the Fund to be held at 7:00 p.m., on October 28, 1996 at the
offices of the Fund at 55 Old Bedford Road, Lincoln, Massachusetts 01773, and at
any and all adjournments thereof, with respect to all shares of the Numeric Fund
held by the undersigned or with respect to which the undersigned would be
entitled to vote or act, with all the powers the undersigned would possess if
personally present, and to vote with respect to specific matters as set forth
below. All proxies heretofore given by the undersigned with respect to said
meeting are hereby revoked. The Trustees recommend a vote FOR Item 1.
1. Approval of New Advisory Contract with Columbia Partners
FOR / / AGAINST / / ABSTAIN / /
To transact any other business that may properly come before the meeting or any
adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES. SPECIFY DESIRED ACTION BY
CHECK MARK IN THE APPROPRIATE SPACE. IN THE ABSENCE OF SUCH SPECIFICATION THE
PERSONS NAMED PROXIES HAVE DISCRETIONARY AUTHORITY WHICH THEY INTEND TO EXERCISE
BY VOTING IN FAVOR OF ITEM 1.
Dated: ___________________, 1996
__________________________________ ___________________________________
__________________________________ ___________________________________
Printed Name of Shareholder(s) Signature of Shareholder(s)
The signature on this Proxy should correspond exactly with the name in
which the shareholder(s)' shares are registered on the books of the Fund, as
shown on the mailing label of the envelope enclosing proxy material. In the
case of joint tenancies, co-executors or co-trustees, all should sign. Persons
signing as attorney, executor, administrator, trustee or guardian should give
their full title.
<PAGE>
QUANTITATIVE GROUP OF FUNDS
QUANTITATIVE NUMERIC II FUND PROXY
The undersigned shareholder of the Quantitative Numeric II Fund (the
"Numeric II Fund") Quantitative Group of Funds (the "Fund") hereby constitutes
and appoints Willard L. Umphrey, Leon Okurowski, and Mark Katzoff, and any and
each of them, proxies and attorneys of the undersigned, with power of
substitution to each, for and in the name of the undersigned to vote and act
upon all matters (unless and except as expressly limited below) at the Special
Meeting of Shareholders of the Fund to be held at 7:00 p.m., on October 28, 1996
at the offices of the Fund at 55 Old Bedford Road, Lincoln, Massachusetts 01773,
and at any and all adjournments thereof, with respect to all shares of the
Numeric II Fund held by the undersigned or with respect to which the undersigned
would be entitled to vote or act, with all the powers the undersigned would
possess if personally present, and to vote with respect to specific matters as
set forth below. All proxies heretofore given by the undersigned with respect to
said meeting are hereby revoked. The Trustees recommend a vote FOR Item 2.
2. Approval of New Advisory Contract with Columbia Partners
FOR / / AGAINST / / ABSTAIN / /
To transact any other business that may properly come before the meeting or any
adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES. SPECIFY DESIRED ACTION BY
CHECK MARK IN THE APPROPRIATE SPACE. IN THE ABSENCE OF SUCH SPECIFICATION THE
PERSONS NAMED PROXIES HAVE DISCRETIONARY AUTHORITY WHICH THEY INTEND TO EXERCISE
BY VOTING IN FAVOR OF ITEM 2.
Dated: ___________________, 1996
__________________________________ __________________________________
__________________________________ __________________________________
Printed Name of Shareholder(s) Signature of Shareholder(s)
The signature on this Proxy should correspond exactly with the name in
which the shareholder(s)' shares are registered on the books of the Fund, as
shown on the mailing label of the envelope enclosing proxy material. In the case
of joint tenancies, co-executors or co-trustees, all should sign. Persons
signing as attorney, executor, administrator, trustee or guardian should give
their full title.
<PAGE>
QUANTITATIVE GROUP OF FUNDS
QUANTITATIVE INTERNATIONAL EQUITY FUND PROXY
The undersigned shareholder of the Quantitative International Equity Fund
(the "Quantitative International Equity Fund") Quantitative Group of Funds (the
"Fund") hereby constitutes and appoints Willard L. Umphrey, Leon Okurowski, and
Mark Katzoff, and any and each of them, proxies and attorneys of the
undersigned, with power of substitution to each, for and in the name of the
undersigned to vote and act upon all matters (unless and except as expressly
limited below) at the Special Meeting of Shareholders of the Fund to be held at
7:00 p.m., on October 28, 1996 at the offices of the Fund at 55 Old Bedford
Road, Lincoln, Massachusetts 01773, and at any and all adjournments thereof,
with respect to all shares of the Quantitative International Equity Fund held by
the undersigned or with respect to which the undersigned would be entitled to
vote or act, with all the powers the undersigned would possess if personally
present, and to vote with respect to specific matters as set forth below. All
proxies heretofore given by the undersigned with respect to said meeting are
hereby revoked. The Trustees recommend a vote FOR Item 3.
3. Approval of New Advisory Contract with Independence International Advisors,
Inc.
FOR / / AGAINST / / ABSTAIN / /
To transact any other business that may properly come before the meeting or any
adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES. SPECIFY DESIRED ACTION BY
CHECK MARK IN THE APPROPRIATE SPACE. IN THE ABSENCE OF SUCH SPECIFICATION THE
PERSONS NAMED PROXIES HAVE DISCRETIONARY AUTHORITY WHICH THEY INTEND TO EXERCISE
BY VOTING IN FAVOR OF ITEM 3.
Dated: ___________________, 1996
_________________________________ __________________________________
_________________________________ __________________________________
Printed Name of Shareholder(s) Signature of Shareholder(s)
The signature on this Proxy should correspond exactly with the name in
which the shareholder(s)' shares are registered on the books of the Fund, as
shown on the mailing label of the envelope enclosing proxy material. In the
case of joint tenancies, co-executors or co-trustees, all should sign. Persons
signing as attorney, executor, administrator, trustee or guardian should give
their full title.
<PAGE>
QUANTITATIVE GROUP OF FUNDS
QUANTITATIVE FOREIGN FRONTIER FUND PROXY
The undersigned shareholder of the Quantitative Foreign Frontier Fund
(the "Foreign Frontier Fund") Quantitative Group of Funds (the "Fund") hereby
constitutes and appoints Willard L. Umphrey, Leon Okurowski, and Mark Katzoff,
and any and each of them, proxies and attorneys of the undersigned, with power
of substitution to each, for and in the name of the undersigned to vote and act
upon all matters (unless and except as expressly limited below) at the Special
Meeting of Shareholders of the Fund to be held at 7:00 p.m., on October 28, 1996
at the offices of the Fund at 55 Old Bedford Road, Lincoln, Massachusetts 01773,
and at any and all adjournments thereof, with respect to all shares of the
Foreign Frontier Fund held by the undersigned or with respect to which the
undersigned would be entitled to vote or act, with all the powers the
undersigned would possess if personally present, and to vote with respect to
specific matters as set forth below. All proxies heretofore given by the
undersigned with respect to said meeting are hereby revoked. The Trustees
recommend a vote FOR Item 4.
4. Approval of New Advisory Contract with Independence International Advisors,
Inc.
FOR / / AGAINST / / ABSTAIN / /
To transact any other business that may properly come before the meeting or any
adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES. SPECIFY DESIRED ACTION BY
CHECK MARK IN THE APPROPRIATE SPACE. IN THE ABSENCE OF SUCH SPECIFICATION THE
PERSONS NAMED PROXIES HAVE DISCRETIONARY AUTHORITY WHICH THEY INTEND TO EXERCISE
BY VOTING IN FAVOR OF ITEM 4.
Dated: ___________________, 1996
__________________________________ __________________________________
__________________________________ __________________________________
Printed Name of Shareholder(s) Signature of Shareholder(s)
The signature on this Proxy should correspond exactly with the name in
which the shareholder(s)' shares are registered on the books of the Fund, as
shown on the mailing label of the envelope enclosing proxy material. In the case
of joint tenancies, co-executors or co-trustees, all should sign. Persons
signing as attorney, executor, administrator, trustee or guardian should give
their full title.
<PAGE>
QUANTITATIVE GROUP OF FUNDS
QUANTITATIVE DISCIPLINED GROWTH FUND PROXY
The undersigned shareholder of the Quantitative Disciplined Growth Fund
(the "Numeric Fund") Quantitative Group of Funds (the "Fund") hereby constitutes
and appoints Willard L. Umphrey, Leon Okurowski, and Mark Katzoff, and any and
each of them, proxies and attorneys of the undersigned, with power of
substitution to each, for and in the name of the undersigned to vote and act
upon all matters (unless and except as expressly limited below) at the Special
Meeting of Shareholders of the Fund to be held at 7:00 p.m., on October 28, 1996
at the offices of the Fund at 55 Old Bedford Road, Lincoln, Massachusetts 01773,
and at any and all adjournments thereof, with respect to all shares of the
Disciplined Growth Fund held by the undersigned or with respect to which the
undersigned would be entitled to vote or act, with all the powers the
undersigned would possess if personally present, and to vote with respect to
specific matters as set forth below. All proxies heretofore given by the
undersigned with respect to said meeting are hereby revoked. The Trustees
recommend a vote FOR Item 5.
5. Approval of New Advisory Contract with Advanced Investment Technology, Inc.
FOR / / AGAINST / / ABSTAIN / /
To transact any other business that may properly come before the meeting or any
adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES. SPECIFY DESIRED ACTION BY
CHECK MARK IN THE APPROPRIATE SPACE. IN THE ABSENCE OF SUCH SPECIFICATION THE
PERSONS NAMED PROXIES HAVE DISCRETIONARY AUTHORITY WHICH THEY INTEND TO EXERCISE
BY VOTING IN FAVOR OF ITEMS 1 AND 2.
Dated: ___________________, 1996
_________________________________ __________________________________
_________________________________ __________________________________
Printed Name of Shareholder(s) Signature of Shareholder(s)
The signature on this Proxy should correspond exactly with the name in
which the shareholder(s)' shares are registered on the books of the Fund, as
shown on the mailing label of the envelope enclosing proxy material. In the
case of joint tenancies, co-executors or co-trustees, all should sign. Persons
signing as attorney, executor, administrator, trustee or guardian should give
their full title.
