EXHIBIT 29
QUANTITATIVE GROUP OF FUNDS
SERVICE AGREEMENT
For Ordinary Shares of the Quantitative Group of Funds
(fully disclosed accounts)
Ladies and Gentlemen:
U.S. Boston Capital Corporation is the exclusive underwriter and
distributor (the "Distributor") of the Quantitative Group of Funds (each series
a "Fund" and collectively the "Funds") an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "Investment
Company Act), currently comprised of the Funds listed in Exhibit A to this
Agreement. Each Fund offers both Institutional and Ordinary Shares, therefore,
the current prospectus of each Fund should be read carefully.
Pursuant to a certain Ordinary Share Selling Agreement between you and the
Distributor dated ________________________, we have agreed to sell to you, to
cover orders received from you as agent, Ordinary Shares of each of the Funds in
those states in which shares of the Funds are currently qualified for sale, and
in compliance with the Investment Company Act of 1940 and the Securities Act of
1933, as amended, and in accordance with the terms and conditions of this
Agreement.
I. SERVICE FEES
Pursuant to the terms of this Service Agreement, and pursuant to the Fund's
Distribution Plan which is permitted by Rule 12b-1 under the Investment Company
Act (the "Distribution Plan"), we are authorized to pay to you service fees in
connection with the accounts of your customers that hold Ordinary Shares of a
Fund. Payment of such service fees is subject to your initial and continuing
satisfaction of the following terms and conditions, which may be revised by us
from time to time in our sole discretion:
A. Qualification Requirements
1. The aggregate asset value of the accounts in the Funds for which you
are the dealer of record equals $25,000 or more.
2. You are the broker of record for the accounts in the Funds on the last
day of the period for which a service fee is to be paid.
3. One or more of your current employees must be designated as registered
representative(s) on accounts in the Fund during the period for which a service
fee is to be paid.
4. You will provide the following information and agree that we will be
entitled to rely on the accuracy of such information in updating our records for
determining the levels of service fees payable to you under the terms of this
Agreement. You understand, however, that such payments will be based solely on
the Funds' records.
a. For each Fund account registered in the name of one of your
customers, you will provide the registered representative's identification
number and branch number and you will provide updated information at least
quarterly.
b. For each Fund account registered in your name (street name), you
will provide the percentage allocation among the registered representative
numbers and branch numbers and you will provide updated percentage allocations
at least quarterly.
c. For each sub-account registered in your name (street name), you
will provide the registered representative numbers and branch numbers and you
will provide updated information at least quarterly.
B. Service Fees
1. If you meet the qualification requirements set forth above in Section
I. A., you will be paid a service fee on assets in the Funds for which you are
the dealer of record and which are serviced by a registered representative of
your firm meeting the registered representative requirements, if any, as
follows: on the last business day of the period you are the dealer of record, a
quarterly service fee equal to .0625% of average assets (.25% annualized), as
calculated by the Distributor, it being understood that no service fee will be
paid unless you are the dealer of record with respect to customer accounts
having an aggregate asset value of $25,000 or more in the Funds. Service fee
payments will be mailed to you within thirty (30) days of quarter end.
2. You understand and agree that:
a. all service fee payments to be made pursuant to this Agreement are
contingent upon and are subject to the limitations contained in the Funds'
Distribution Plan, which may be amended or discontinued at any time;
b. your failure to provide the services described in Section I. D.
below as may be amended from time to time, or otherwise comply with the terms of
this Agreement, will render you and your registered representatives ineligible
to receive service fees; and
c. failure of an assigned registered representative to provide
services required by this Agreement will render that representative's accounts
ineligible as accounts on which service fees are paid.
d. the obligation of the Distributor to pay service fees under this
agreement is conditioned upon the receipt by it of 12b-1 fees pursuant to the
Funds' Distribution Agreement between the Fund and the Distributor.
C. Payments and Communications to Registered Representatives
You will pay to your registered representatives a significant share of the
service fees paid to you pursuant to this Agreement, and, upon request by the
Distributor, you will fully account for all such payments.
D. Required Services
1. You will assign one of your registered representatives to each Fund
account on your records and reassign such account in the event that a
representative to whom a particular Fund account has been assigned ceases to be
employed by your firm as a registered representative.
2. You and your registered representative will assist us and our
affiliates in providing the following services to shareholders of the Funds:
a. Maintain regular contact with shareholders in assigned-accounts
and assist in answering inquiries concerning the Funds (customer name accounts).
b. Assist in distributing sales and service literature provided by
us, particularly to the beneficial owners of accounts registered in your name
(street name accounts).
c. Provide any other information or services as the customer or we
may reasonably request.
3. You will support our marketing efforts by granting reasonable requests
for visits to your offices by our representatives and by including any Fund(s)
on your "approved" list.
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4. Your compliance with the service requirements set forth in this
Agreement will be evaluated by us from time to time by surveying shareholder
satisfaction with service, by monitoring redemption levels of shareholder
accounts assigned to you and by such other methods as we deem appropriate.
5. The provisions of this Section l. D. may be amended by us from time to
time upon notice to you.
II. GENERAL
A. Amendment
We reserve the right to amend this Agreement including any Schedule hereto,
and to implement any modification of this Agreement, by written notice delivered
by us to you.
B. Effective Period and Termination
The provisions of this Agreement shall remain in effect for a period of
not more than one year from the date of its execution or adoption and thereafter
for successive annual periods only so long as such continuance is specifically
approved at least annually by the Trustees of Funds in conformity with the
requirements of Rule 12b-1 under the Investment Company Act. This Agreement
shall automatically terminate in the event of its assignment (as defined in the
Investment Company Act). In addition, this Agreement may be terminated at any
time, without the payment of any penalty, by either party upon written notice
delivered or mailed by registered mail, postage prepaid, to the other party, or,
as provided in Rule 12b-1 under the Investment Company Act, the Trustees of the
Funds, or by the vote of the holders of the outstanding voting securities of the
Funds. We reserve the right to terminate this Agreement in the event of
violation by you of any of its provisions or for any cause which, in our
opinion, justifies such action. This Agreement shall terminate automatically in
the event of your ceasing to be a member in good standing of the National
Association of Securities Dealers, Inc. as you represent yourself to be.
C. Written Reports
The Trustees shall be provided with and shall review at least quarterly, a
written report of the amounts paid to you under this Agreement and the purposes
for which such expenditures were made.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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You agree that this Agreement is made under and will be governed by the
laws of the State of Massachusetts.
Very truly yours,
U.S. BOSTON CAPITAL CORPORATION
By:______________________________ Title:___________________________
The undersigned hereby accepts this Agreement and agrees to abide by all of its
terms and conditions.
Date:______________________19_____ By:_____________________________
Authorized Signature
_________________________________
Firm _______________________________
Please print name and title.
_________________________________
_________________________________ Phone:__________________________
Address
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EXHIBIT A
to Service Agreement
Quantitative Group of Funds
Ordinary Shares
---------------
Ticker Annual
Fund Name CUSIP Symbol Fee
--------- ----- ------ ------
Quantitative Small Cap Fund 00000X000 USBNX 0.25%
Quantitative Mid Cap Fund 00000X000 QNIIX 0.25%
Quantitative Growth and Income Fund 00000X000 USBOX 0.25%
Quantitative International Equity Fund 00000X000 USBFX 0.25%
Quantitative Emerging Markets Fund 00000X000 QFFOX 0.25%
Quantitative Foreign Value Fund 00000X000 - 0.25%
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C. Clearing Agent
The Distributor acknowledges that Xxxxxx Xxxxxxx is an introducing firm
whose securities trading activities are cleared through the correspondent
services of a clearing firm (the "Agent"). The Distributor agrees that one or
more of the services specified herein may be performed on Xxxxxx Xxxxxxx'x
behalf by the Agent and that such performance will not constitute an
impermissible assignment under the terms of this Agreement nor will it affect in
any way the payment of service fees to Xxxxxx Xxxxxxx as set forth in this
Agreement.
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