EXHIBIT 19
QUANTITATIVE GROUP OF FUNDS
ORDINARY AND INSTITUTIONAL SHARE SELLING AGREEMENT
Ladies and Gentlemen:
U.S. Boston Capital Corporation ("Distributor") is the exclusive
underwriter and distributor for the Quantitative Group of Funds (collectively
the "Funds") and each series of the Funds (individually a "Fund"). We invite
you to distribute Ordinary and Institutional Shares of the Fund(s) listed in
Exhibit A to this Agreement, subject to the terms and conditions set forth
below. As used herein, the term "Prospectus" shall mean the then current
prospectus of the Funds as filed with the Securities and Exchange Commission.
SALES AND SERVICE FEES
Distributor hereby agrees to sell to you as principal, to cover orders
received by you from your customers, shares of the Fund(s) in states in which
you are registered and which shares of the Fund(s) are currently qualified for
sale. In no transactions shall you have any authority to act as agent for the
Funds, or for the Distributor, or for any affiliates, including employees and
directors, of the Funds or Distributor.
In return for sales of the Fund for which you are the dealer of record,
except as noted below, Distributor will pay a sales fee as set forth in Exhibit
A of this Agreement. The Distributor agrees to accept and confirm such sales
orders to you at the applicable public offering price. Payments of sales fees
will be mailed to dealers monthly within twenty (20) days of the end of each
month, based on fully paid orders of Fund(s) shares during that month. The net
asset value and public offering price of the shares of the Fund(s) will be
furnished on a daily basis to public information sources or, if applicable, made
available through other sources as set forth in an addendum to this Agreement.
The Distributor and/or the Fund(s) may at any time modify the sales fee to
be paid in connection with the sale of shares of the Fund(s). In the event of
any such change, you agree that you will have no continuing claim to or vested
interest in the level of sales fees established by this Agreement as to any
shares of the Fund(s) sold by you subsequent to any such change.
You agree to act as service agent, in accordance with the terms of the
Service Agreement with Distributor dated _______________________________, and as
amended. Pursuant to the terms of the Service Agreement, in addition to the
foregoing sales fee, you will be entitled to receive for each Fund account in
Ordinary Shares for which, on the last business day of the period you are the
dealer of record, a quarterly service fee equal to the fee set forth in Exhibit
A of the Service Agreement, as calculated by the Distributor. Service fee
payments will be mailed to you within thirty (30) days of quarter end.
You hereby agree that the Distributor has made no representations to you
with respect to the Distribution Plan of any of the Funds which are in addition
to, or in conflict with the description set forth in the Funds' Prospectus and
that you will look solely to the Distributor for the payment of the one time
sales fee and quarterly service fees. All sales fees and service fees will be
paid to you at the address of your principal office, as indicated below in your
acceptance of this Agreement.
No sales fee will be paid for sales of shares to Contributory Qualified
Plans under Section 401(k) of the Internal Revenue Code and other persons for
whom a deferred sales charge is not imposed (as set forth in the Prospectus),
including employees of broker-dealers having a selling
agreement with the Distributor. The term "employee" includes an employee's
spouse and minor children, and retired employees. To avoid a deferred sales
charge, sales to employees of broker dealers must be made for investment
purposes only and such shares may not be resold except to the Funds. Any
employee of a broker-dealer exercising this right should first obtain the proper
forms from the Distributor prior to purchasing shares. In addition, no sales fee
will be paid for sales of the Ordinary Shares of the Quantitative Mid Cap Fund
or of the Institutional Shares of any Funds.
[delete for fully disclosed]
We understand that you serve as clearing broker for other broker dealers who may
hold Fund shares in the accounts that you will maintain with the Funds. You
agree to forward promptly to such broker dealers, after receipt from us, any
sales or service fees attributable to accounts for which such broker dealers are
the dealers of record with you.
REPRESENTATIONS AND WARRANTIES
All sales of shares issued by the Fund(s) are subject to the following
terms:
In ordering shares of any Fund, you may rely upon the representations
contained in the Prospectus. You agree that all offers or sales of Fund shares
will be made by you in compliance with all applicable federal and state
securities laws and the rules and regulations of applicable regulatory agencies
or authorities.
You will not make any representations concerning any Fund other than those
contained in the Prospectus, or in any promotional materials or sales literature
furnished to you by the Distributor or the Funds. Except as otherwise provided,
you will not furnish or cause to be furnished to any person or display or
publish any information or material relating to the Funds or any Fund,
(including without limitation, promotional materials and sales literature,
advertisements, press releases, announcements, statements, posters, signs or
other similar material), except such information and materials as may be
furnished to you by the Distributor or the Fund(s), and other materials as may
be approved in writing by the Distributor.
In connection with sales and offers to sell shares of the Fund(s), you will
furnish to each person to whom any such sale or offer is made, a copy of one
Prospectus and, if requested, the statement of additional information at or
prior to the time of written offering (including any confirmation) or sale.
Distributor will furnish additional copies of the Prospectus in reasonable
quantities, upon request.
You represent and warrant that (i) you are a corporation, partnership or
other entity duly organized and validly existing in good standing under the laws
of the jurisdiction in which you are organized; (ii) you are a member of the
National Association of Securities Dealers, Inc. ("NASD") and that with respect
to any sales in the United States, you agree to abide by all its rules and
regulations, including, without limitation, its Rules of Fair Practice.
The Distributor represents that it is currently in compliance with the
provisions of Rule 2830 of the NASD's Rules of Fair Practice relating to
investment company sales charges and that each Fund's sales charges currently
comply with such provisions.
We agree to inform you, upon request, as to the states in which the shares
of the Funds have been qualified for sale under, or are exempt from the
registration requirements of, the respective securities laws of such states.
You agree to notify us immediately in the event of (a) your expulsion or
suspension from the NASD, or (b) your violation of any applicable federal or
II
state law, rule or regulation arising out of your sales of Fund shares in
connection with this Agreement, and (c) any other action by federal or state
regulators that may otherwise affect in any material way your ability to act as
a dealer in accordance with the terms of this Agreement. Your expulsion from
the NASD will automatically terminate this Agreement immediately without notice.
Our suspension from the NASD for violation of any applicable federal or state
law, rule or regulation will terminate this Agreement effective immediately upon
our written notice to you of termination.
PAYMENT AND DELIVERY
All orders for the purchase of any Fund(s) shares will be executed at the
then current public offering price per share and all orders for the redemption
of any Fund(s) shares will be executed at the net asset value per share, less
any redemption fee payable to us, as described in the Prospectus. Pursuant to
Rule 18f-1 of the Investment Company Act of 1940, we reserve the right, as set
forth in the Prospectus, to redeem in-kind any redemption requests in excess of
$250,000 per Fund, unless we receive thirty (30) days' prior notice of the
redemption. We acknowledge that each of your customers who is a named account
holder of the Fund(s) shares held in your account is an individual "shareholder"
of such shares within the meaning of Rule 18f-1 and the Fund's election to
redeem in-kind filed with the Securities and Exchange Commission pursuant to the
Rule. For purpose of complying with Rule 18f-1, in the event of a redemption in
excess of $250,000, you agree to provide us, upon request, the names and account
numbers, the number of shares held, and other relevant information for each of
your account holders who are the owners of Fund(s) shares participating in the
redemption.
All orders are subject to acceptance or rejection by us at our sole
discretion. Each transaction will be promptly confirmed by us or by
Quantitative Institutional Services, Transfer Agent of the Funds ("Transfer
Agent"), on our behalf, directly to you, unless separately agreed and set forth
as an addendum to this Agreement. We reserve the right, at our sole discretion,
to suspend or withdraw the sale of shares of any the Funds.
You agree to pay for purchase orders of any Fund(s) shares from the
Distributor in accordance with the terms of the Prospectus. On or before three
(3) business days from trade date of each purchase order for shares of any Fund,
or such earlier time as shall be required by rule or regulation of the NASD or
Securities and Exchange Commission, you shall remit to an account designated by
the Distributor with the Transfer Agent an amount equal to the then current
public offering price of the Fund(s)' shares being purchased, without deduction
for any sales fee or dealer reallowance.
All checks should be made payable to Quantitative Group of Funds and
forwarded to:
Quantitative Institutional Services.
00 Xxx Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Wire orders for any Fund(s) are to be placed through our office at (781)
259-1144.
If payment is not received in accordance with the terms of this Agreement
or the Prospectus, we reserve the right, without notice, to cancel the sale and
to hold you responsible for any loss sustained as a result thereof.
INDEMNITIES
III
The parties in this Agreement hereby agree to indemnify and hold harmless
each other, their officers and directors/trustees, and any person who is or may
be deemed to be a controlling person of each other, from and against any losses
claims, damages, liabilities or expenses (including reasonable fees of counsel),
whether joint or several, and to which any such person or entity may become
subject, insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) arise out of, or are based upon, (a) any untrue
statement or alleged untrue statement of material fact, or any omission to state
a material fact made or omitted by them in this Agreement, or (b) any willful
misfeasance or gross misconduct by them in the performance of their duties and
obligations set forth in this Agreement.
In consideration of Distributor's distribution services, and Quantitative
Institutional Services' services as Transfer Agent, in liquidating, exchanging
and/or transferring unissued shares of the Fund(s) for your customer(s) without
the use of original or underlying documentation supporting such transactions
(e.g. a signed stock power or signature guarantee) you hereby agree to indemnify
the Distributor, Transfer Agent, the Funds and each respective Fund against any
losses, including reasonable attorney's fees, that may arise from such
liquidation, exchange and/or transfer of unused shares upon your direction. You
represent and warrant to the Fund(s), the Distributor, and Transfer Agent, that
all such transactions shall be properly authorized by your customers. The
indemnification contained herein shall not apply to any losses (including
attorney's fees) caused by a failure of the Distributor, Transfer Agent, or
Fund(s) to comply with any of your instructions governing any of the above
transactions, or any negligent act or omission of the Distributor, Transfer
Agent, or Fund(s), or any of their directors/trustees, officers, employees or
agents.
The Distributor, Fund(s), Transfer Agent, or you may revoke the indemnity
herein upon prior written notice to each of the parties hereto, and in the case
of such revisions, this indemnity agreement shall remain effective as to trades
made prior to such revocation.
This Agreement shall become effective only when accepted and signed by you,
and may be terminated at any time by either party hereto upon fifteen days prior
written notice to the other party. This Agreement may be amended only by a
written instrument signed by both of the parties hereto and may not be assigned
by either party without the prior written consent of the other party. This
Agreement constitutes the entire agreement and understanding between the parties
hereto relating to the subject matter hereof and supersedes any and all prior
agreement between the parties hereto relating to the subject matter hereof.
This agreement shall be governed by and construed in accordance with the
internal laws of the Commonwealth of Massachusetts.
--------------------------------------------
Name of Broker-Dealer (please type or print)
--------------------------------------------
--------------------------------------------
--------------------------------------------
Address
Date: By:
--------------------- -----------------------------------------
Title:
--------------------------------------
Note: Please sign and return both copies of this agreement to U.S. Boston
Capital Corporation. Upon acceptance, one countersigned copy will be returned
to you for your files.
IV
Accepted: U.S. BOSTON CAPITAL CORPORATION
Date: By:
--------------------- ----------------------------------------
Dealer/agent/3/99 Title:
-------------------------------------
V
EXHIBIT A
to Ordinary and Institutional Share Selling Agreement
Quantitative Group of Funds
Ordinary Shares
---------------
Sales Fee (as a
percentage of
Ticker the public
Fund Name CUSIP Symbol offering price)
--------- --------- ------ ----------------
Quantitative Small Cap Fund 00000X000 USBNX 1.0%
Quantitative Mid Cap Fund 00000X000 QNIIX 0.0%
Quantitative Growth and Income Fund 00000X000 USBOX 1.0%
Quantitative International Equity Fund 00000X000 USBFX 1.0%
Quantitative Emerging Markets Fund 00000X000 QFFOX 1.0%
Quantitative Foreign Value Fund 00000X000 none 1.0%
Institutional Shares
--------------------
Sales Fee (as a
percentage of
Ticker the public
Fund Name CUSIP Symbol offering price)
--------- --------- ------ ---------------
Quantitative Small Cap Fund 00000X000 QBNAX 0.0%
Quantitative Mid Cap Fund 00000X000 QNIAX 0.0%
Quantitative Growth and Income Fund 00000X000 QGIAX 0.0%
Quantitative International Equity Fund 00000X000 QIEAX 0.0%
Quantitative Emerging Markets Fund 00000X000 QEMAX 0.0%
Quantitative Foreign Value Fund 00000X000 none 0.0%
VI
Policies and Procedures With Respect to Sales of Quantitative Group of Funds
Under Multiple Class Pricing Structure.
Each series of the Quantitative Group of Funds offers two classes of
shares. It is important for investors to choose not only the proper series, but
also the correct class of shares that will best suit their investment needs. In
addition to Ordinary Shares, which are covered by the Selling Agreement, the
Fund also offers investors Institutional Shares. Institutional Shares bear no
sales charge and carry no 12b-1 fee or service charges. These Shares are
available only to investors that can meet the minimum investment requirements of
$1 million and who meet certain other criteria as set forth in the Prospectus,
or who can invest through certain managed account programs in which the
investment manager is compensated directly by his or her client for providing
investment advice and other services.
A National Association of Securities Dealers, Inc. rule specifically
prohibits "breakpoint" sales of mutual funds. A "breakpoint sale" is defined as
a sale to an investor of an amount of shares just below the amount which would
be subject to the next breakpoint on the fund's sales charge schedule. The
minimum investment requirements for Institutional Shares of the Fund in some
ways may be analogous to breakpoints of other mutual funds. From time-to-time
you may wish to inform investors that investments in a series of the Fund above
the minimum investment requirement for Institutional Shares may eliminate both
any sales charge and annual 12b-1 fees that they would incur. Moreover, in some
cases you may wish to advise investors who initially have purchased Ordinary
Shares in amounts below the minimum investment requirement for Institutional
Shares of a series, but who have subsequently attained investment amounts
exceeding that minimum, that they may have the option of redeeming their
Ordinary Shares, subject to a redemption fee, and purchasing Institutional
Shares.
Responsibilities of the Broker-Dealer
You must assure that all employees receiving investor inquiries about
the purchase of shares in the Fund have advised appropriate investors of the
available investment options and the impact of choosing one class of shares
rather than another. Questions relating to this policy should be directed to
Xxxx X. Xxxxxxx, U.S. Boston Capital Corporation, Xxxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxxxxxxx, 00000 (800) 331-1244.
Dealcomb/3/99
VII
