EXHIBIT 22
TRANSFER AGENT AND SERVICE AGREEMENT
between
U.S. BOSTON INVESTMENT COMPANY
and
U.S. BOSTON INSTITUTIONAL SERVICES, INC.
TRANSFER AGENT AND SERVICE AGREEMENT
AGREEMENT made as of the 31st day of October, 1989, by and between U.S.
BOSTON INVESTMENT COMPANY, a Massachusetts business trust, having its principal
office and place of business at Six New England Executive Park, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Fund"), and U.S. Boston Institutional Services Inc., a
Massachusetts Corporation having its principal office and place of business at
Six New England Executive Park, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("USBIS") which
is duly registered as a transfer agent pursuant to Section 17A(c)(1) of the
Securities Exchange Act of 1934.
WHEREAS, the Fund is authorized to issue its shares of beneficial interest
("Shares") in separate Series, with each such Series representing interests in a
separate portfolio of securities and other assets; and
WHEREAS, the Fund intends to presently offer Shares in two Series, as
identified in Exhibit A attached hereto (such Series, together with all other
Series subsequently established by the Fund and made subject to this Agreement
in accordance with Article 13, being herein referred to as the "Series");
WHEREAS, the Fund desires to appoint USBIS as its transfer agent, dividend
disbursing agent and agent in connection with certain other activities; and
USBIS desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Terms of Appointment; Duties of USBIS.
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1.1 Subject to the terms and conditions set forth in this Agreement, the
Fund hereby employs and appoints USBIS to act as, and USBIS agrees to act as its
transfer agent for the Shares, dividend disbursing agent and agent in connection
with any accumulation, open-account or similar plans provided to the
shareholders of the Fund ("Shareholders") and set out in the currently effective
Prospectus or Statement of Additional Information of the Fund, including without
limitation any periodic investment plan or periodic withdrawal program.
1.2 USBIS agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Fund and USBIS, USBIS shall:
(i) receive for acceptance, orders for the purchase of Shares of
each Series and promptly deliver payment and appropriate documentation therefor
to the Custodian of the Fund authorized pursuant to the Agreement and
Declaration of Trust of the Fund (the "Custodian") and will instruct the
Custodian as to the account of which Series such payment should be credited to;
(ii) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder account;
(iii) receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation therefor to the Custodian
identifying to the Custodian the Series whose Shares are being redeemed;
(iv) at the appropriate time as and when it receives monies paid to
it by the Custodian with respect to any redemption, pay over or cause to be paid
over in the appropriate manner such monies as instructed by the redeeming
Shareholders;
(v) effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(vi) prepare and transmit (or credit to the appropriate Shareholder
account) payments for dividends and distributions declared with respect to each
Series and
(vii) maintain records of account for and advise the Fund and its
Shareholders as to the foregoing.
(b) In addition to and not in lieu of the services set forth in the above
paragraph (a), USBIS shall:
(i) perform all of the customary services of a transfer agent,
dividend disbursing agent and as relevant, agent in connection with
accumulation, open-account or similar plans (including without limitation any
periodic investment plan or periodic withdrawal program), including but not
limited to : maintaining all Shareholder accounts, preparing Shareholder meeting
lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder
reports and prospectuses to current Shareholders, withholding taxes on non-
resident alien accounts, preparing and filing U.S. Treasury Department Forms
1099 and other appropriate forms required with respect to dividends and
distributions by federal authorities for all Shareholders, preparing and mailing
confirmation forms and statements of account to Shareholders for all purchases
and redemptions of Shares and other confirmable transactions in Shareholder
accounts, preparing and mailing activity statements for Shareholders, and
providing Shareholder account information; and
(ii) provide a system which will enable the Fund to monitor the total
number of Shares sold in each State. The Fund shall (A) identify to USBIS in
writing those transactions to be treated as exempt from blue sky reporting for
each state and (B) verify the establishment of transactions for each state on
the system prior to activation and thereafter monitor the daily activity for
each state. The responsibility of USBIS for the Fund's blue sky state
registration status is solely limited to the initial establishment of
transactions subject to blue sky compliance by the Fund and the reporting of
such transactions to the Fund as provided above.
Procedures applicable to certain of these services may be established from
time to time by agreement between the Fund and USBIS
2. Fees and Expenses.
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2.1 For performance by USBIS pursuant to this Agreement, the Fund agrees
to pay USBIS an annual maintenance fee for each Shareholder account as set out
in the initial fee schedule attached hereto as Exhibit B. Such fees and out-of-
pocket expenses and advances identified under Section 2.2 below may be changed
from time to time subject to mutual written agreement between the Fund and
USBIS.
2.2 In addition to the fee paid under 2.1 above, the Fund agrees to
reimburse USBIS for out-of pocket expenses or advances incurred by USBIS for the
items set out in the fee schedule attached hereto. In addition, any other
expenses incurred by USBIS at the request or with the consent of the Fund will
be reimbursed by the Fund.
2.3 The Fund agrees to pay all fees and reimbursable expenses within five
days following the mailing of the respective billing notice. Postage for mailing
of dividends, proxies, Fund reports and other mailings to all Shareholder
accounts shall be advanced to USBIS by the Fund at least seven (7) days prior to
the mailing date of such materials.
3. Representations and Warranties of USBIS.,
-----------------------------------------
USBIS represents and warrants to the Fund that:
3.1 It is a corporation duly organized and existing and in good standing
under the laws of the Commonwealth of Massachusetts.
3.2 It is duly qualified to carry on its business in the Commonwealth of
Massachusetts.
3.3 It is empowered under applicable laws and by its charter and by-laws
to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
Representations and Warranties of the Fund.
-------------------------------------------
The Fund represents and warrants to USBIS that:
4.1 It is a Massachusetts business trust duly organized and existing and
in good standing under the laws of the Commonwealth of Massachusetts.
4.2 It is empowered under applicable laws and by its Agreement and
Declaration of Trust and By-Laws to enter into and perform this Agreement.
4.3 All proceedings required by said Agreement and Declaration of Trust
and By-Laws have been taken to authorize it to enter into and perform this
Agreement.
4.4 It is an open-end and non-diversified management investment company
registered under the Investment Company Act of 1940.
4.5 A registration statement under the Securities Act of 1933 with respect
to all Shares of any Series being offered for sale will be effective before any
Shares of any Series are issued and sold and will remain effective, and
appropriate state securities law filings with respect to all Shares of any
Series being offered for sale will have been made before any Shares of any
Series are issued and sold and will continue to be made before any Shares of any
Series are issued and sold.
5. Indemnification.
----------------
5.1 USBIS shall not be responsible for, and the Fund shall indemnify and
hold USBIS harmless from and against, any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising out of or
attributable to:
(a) All actions of USBIS or its agents or subcontractors required to be
taken pursuant to this Agreement;
(b) The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack of good faith, negligence or
willful misconduct or which arise out of the breach of any representation or
warranty of the Fund hereunder;
(c) The reliance on or use by USBIS or its agents or subcontractors of
information, records and documents which (i) are received by USBIS or its agents
or subcontractors and furnished to it by or on behalf of the Fund, and (ii) have
been prepared and/or maintained by the Fund or any other person or firm on
behalf of the Fund;
(d) The reliance on, or carrying out by USBIS or its agents or
subcontractors of any instructions or requests of the Fund;
(e) The offer or sale of Shares in violation of any requirement under the
federal securities laws or regulations or the securities laws or regulations of
any State and that such Shares be registered in such State or in violation of
any stop order or other determination or ruling by any federal agency or State
with respect to the offer or sale of such Shares in such State unless such
violation results from any action or omission by USBIS or any of its agents or
subcontractors which fails to comply with written instructions of the Fund or
any officer of the Fund that no offers or sales be made in general or to the
residents of a particular State;
provided, however, that the Fund shall not indemnify or hold USBIS harmless from
and against any losses, damages, costs, charges, counsel fees, payments,
expenses or liability arising out of or attributable to any actions or omissions
of USBIS taken or made in bad faith or resulting from USBIS's negligence or
willful misconduct.
5.2 USBIS shall indemnify and hold the Fund harmless from and against any
and all losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to any action or failure or omission to
act by USBIS as a result of USBIS's lack of good faith, negligence or willful
misconduct,
5.3 At any time USBIS may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by USBIS under this
Agreement, and USBIS and it agents or subcontractors shall not be liable and
shall be indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or taken or omitted by it in reliance upon the
opinion of such counsel. USBIS, it agents and subcontractors shall be protected
and indemnified in acting upon any paper or document furnished by or on behalf
of the Fund, reasonably believed to be genuine and to have been signed by the
proper officer or agent of the Fund, or upon any instruction, information, data,
records or documents provided USBIS or its agents or subcontractors by machine
readable input, telex, CRT data entry or other similar means authorized by the
Fund, and shall not be held to have notice of any change of authority of any
person, until receipt of written notice thereof from the Fund. USBIS, its agents
and subcontractors shall also be protected and indemnified in recognizing stock
certificates which are reasonably believed to bear the proper manual or
facsimile signatures of the officers of the Fund, and the proper
countersignature of any former transfer agent or registrar, or of a co-transfer
agent or co-registrar.
5.4 In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, such party shall
not be liable for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes.
5.5 Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any act or
failure to act hereunder.
5.6 In order for the indemnification provisions contained in this Article
5 to apply, upon the assertion of a claim for which either party may be required
to indemnify the other, the party seeking indemnification shall promptly notify
the other party of such assertion, and shall keep the other party advised with
respect to all developments concerning such
claim. The party who may be required to indemnify shall have the option to
participate with the party seeking indemnification in the defense of such claim.
The party seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify it
except with the other party's prior written consent.
6. Covenants of the Fund and USBIS.
--------------------------------
6.1 The Fund shall promptly furnish to USBIS the following:
(a) A certified copy of the resolution of the Trustees of the Fund
authorizing the appointment of USBIS and the execution and delivery of this
Agreement.
(b) A copy of the Agreement and Declaration of Trust and By-Laws of
the Fund and all amendments thereto.
6.2 USBIS hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.
6.3 USBIS shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the Investment Company Act of 1940, as amended, and
the Rules thereunder, USBIS agrees that all such records prepared or maintained
by USBIS relating to the services to be performed by USBIS hereunder are the
property of the Fund and will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered promptly to the
Fund on and in accordance with its request.
6.4 USBIS and the Fund agree that all books, records, information and data
pertaining to the business of the other party which are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement shall remain
confidential, and shall not be voluntarily disclosed to any other person, except
as may be required by law.
6.5 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, USBIS will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
inspection. USBIS reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be held
liable for the failure to exhibit the Shareholder records to such person.
7. Termination of Agreement.
-------------------------
7.1 This Agreement may be terminated by either party upon one hundred
twenty (120) days' written notice to the other.
7.2 Should this Agreement be terminated, all out-of-pocket expenses
associated with the movement of records and material will be borne by the Fund.
Additionally, USBIS reserves the right to charge for any other reasonable
expenses associated with such termination.
8. Assignment.
-----------
8.1 Neither this Agreement nor any rights or obligations hereunder may
assigned by USBIS without the written consent of the Fund.
8.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
9. Amendment.
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9.1 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the
Trustees of the Fund.
10. Massachusetts Law, to Apply.
----------------------------
10.1 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
11. Merger of Agreement.
--------------------
11.1 This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.
12. Limitation of Liability of Trustees and Shareholders.
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12.1 A copy of the Agreement and Declaration of Trust of the Fund is on
file with the Secretary of the Commonwealth of Massachusetts and notice is
hereby given that this instrument is executed on behalf of the Trustees of the
Fund as Trustees and not individually, and that the obligations of or arising
out of this instrument are not binding upon any of the Trustees or Shareholders
individually but are binding only upon the assets and property of the Fund.
13. Additional Series.
------------------
13.1 In the event that the Fund establishes one or more Series of Shares in
addition to those identified in Exhibit A attached hereto with respect to which
it desires to have USBIS render services as transfer agent under the terms
hereof, it shall so notify USBIS in writing, and if USBIS agrees in writing to
provide such services, such Series of Shares shall become a Series hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
U.S. Boston Investment Company
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
Attest:
U.S. Boston Institutional Services, Inc.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, President
Attest:
AMENDED EXHIBIT A
July 23, 1992
Series of Shares
Boston Growth and Income
Boston Foreign Growth and Income
Boston Numeric
AMENDED SCHEDULE A
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May 18, 1998
Quantitative Small Cap Fund
Quantitative Mid Cap Fund
Quantitative Growth and Income Fund
Quantitative International Equity Fund
Quantitative Emerging Markets Fund
Quantitative Foreign Value Fund
QUANTITATIVE GROUP OF FUNDS
---------------------------
AMENDMENT TO TRANSFER AGENT AND SERVICE AGREEMENT
-------------------------------------------------
Amendment to Transfer Agent and Service Agreement (the "Agreement") dated
as of October 31, 1989, by and between QUANTITATIVE GROUP OF FUNDS, formerly
U.S. Boston Investment Company, a Massachusetts business trust (the "Trust"),
U.S. BOSTON INSTITUTIONAL SERVICES, INC., a Massachusetts corporation ("USBIS"),
and QUANTITATIVE ADVISORS, INC. d/b/a QUANTITATIVE INSTITUTIONAL SERVICES, a
Massachusetts corporation ("QIS") dated as of July 11, 1995.
Witnesseth:
Whereas, USBIS desires to assign its rights and responsibilities under the
Agreement to QIS, and the Trust and QIS desire to revise the fee for servicing
the Trust under the Agreement-,
Now, therefore, in consideration of the mutual covenants set forth in the
Agreement Trust, USBIS and QIS agree as follows:
1. USBIS hereby assigns its rights and responsibilities under the
Agreement to QIS, QIS accepts such transfer, and the Trust hereby assents to
such transfer, said assignment to become effective upon the effective
registration of QIS as a transfer agent with the Securities and Exchange
Commission.
2. The Agreement shall be amended by replacing Schedule B of the
Agreement with the Schedule B attached hereto, such amendment to become
effective retroactively to July 1, 1995.
IN WITNESS WHEREOF, QUANTITATIVE GROUP OF FUNDS, U.S. BOSTON INSTITUTIONAL
SERVICES, INC., and QUANTITATIVE ADVISORS, INC. have each caused this instrument
to be signed 'in triplicate 'in its behalf by its President thereunto duly
authorized on this 11th day of July, 1995.
QUANTITATIVE GROUP OF FUNDS
By:
President
QUANTITATIVE ADVISORS, INC.
D/B/A QUANTITATIVE
INSTITUTIONAL SERVICES
By:
President
U.S. BOSTON INSTITUTIONAL SERVICES, INC.
By:
President
EXHIBIT B
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July 11, 1995
FEES:
Pursuant to the Transfer Agent and Service Agreement dated October 31, 1989, as
amended (the "Agreement"), USBIS, and, upon assignment of the Agreement, QIS,
shall be paid a fee, computed and paid monthly, at an annual rate of .13% of the
aggregate average daily net asset value of each series of the Trust, such fee to
be payable in arrears by the 15th of each month.
OUT-OF-POCKET EXPENSES:
Out-of-pocket expenses include, but are not limited to: legal fees, confirmation
production, report preparation, postage, forms, telephone, microfilm or
microfiche, and expenses incurred at the specific direction of the Fund, as
agreed upon from time-to-time.
Quantitative Group of Funds
Attest
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
Attest: Quantitative Advisors, Inc.
Title: President
U.S. Boston Institutional Services, Inc.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
President
AMENDED EXHIBIT A
-----------------
October 1, 1994
Quantitative Growth and Income Fund
Quantitative International Equity Fund
Quantitative Numeric Fund
Disciplined Growth Fund
Foreign Frontier Fund
Quantitative Numeric II Fund
Quantitative Group of Funds
Attest:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
U.S. Boston Institutional Services, Inc.
Attest:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, President
AMENDED EXHIBIT B
-----------------
October 1, 1994
FEES:
Pursuant to the Transfer Agent and Service Agreement dated October 31, 1989, as
amended (the "Agreement"), USBIS shall be paid a fee of $9,583.333 per month
($115,000 annually), said fee to be payable in arrears by the 15th of each
month. The fee will be allocated among the Series listed in Amended Exhibit A
dated October --, 1994 as follows: 70% of the monthly fee will be allocated to
the Ordinary Shares of the Series as a group, and 30% of the monthly fee will be
allocated to the Institutional Shares of the Series as a group. Within each
class of shares, Ordinary and Institutional, the fees shall be allocated on a
proportionate basis among each Series and class based on the average daily net
asset value represented by that Series and class for the month for which the fee
is being paid.
USBIS will waive the fees attributable to an individual Series or class of
shares of a Series under the following circumstances: (i) for the first six
months after a Series commences its investment program; and (ii) to the extent
required to reduce total payments of fees and expenses under this Agreement for
any fiscal year to 0.10% of the class' average net assets. Out of pocket
expenses, as set forth below, are not subject to the waiver described in
subparagraph (i), and shall be allocated among the Series and classes of shares
of a Series in the same fashion as fees stated above.
OUT-OF-POCKET EXPENSES:
Out-of-pocket expenses include, but are not limited to: confirmation production,
postage, forms, telephone, microfilm or microfiche, and expenses incurred at the
specific direction of the Fund, as agreed upon from time-to-time.
PRIOR AGREEMENTS:
Effective with the fees payable for the month of October 1994, this Amended
Exhibit B supersedes and terminates all prior fee schedules set forth as
exhibits to the Agreement.
Attest:
Quantitative Funds
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
U.S. Boston Institutional Services, Inc.
Attest:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, President
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U.S. BOSTON INSTITUTIONAL SERVICES, INC.
SIX NEW ENGLAND EXECUTIVE PARK
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
TEL: (▇▇▇) ▇▇▇-▇▇▇▇
FAX: (617) 272-Ml
GENERAL:
Transfer Agent and Service Agreement fees are based on a fixed monthly charge
per series. Shares, except Class A Shares, of each Series shall have fees based
on a fixed monthly charge of $1,750. Class A Shares of each Series shall have
fees based on a fixed monthly charge of $250.
OUT-OF-POCKET:
Out-of-Pocket expenses include but are not limited to:
Confirmation production, Postage, Forms, Telephone, Microfilm or Microfiche, and
Expenses at the specific direction of the Fund.
PAYMENT:
The above fees will be paid by approximately the 15th day in the calendar month.
EXHIBIT A
Series of Shares
Boston Growth and Income
Boston Foreign Growth and Income
