EXHIBIT 23
Limited Agency Agreement for
Transfer Agency Services
WHEREAS, One or more open-end investment companies registered under the
Investment Company Act of 1940, as amended (the "Act"), which are identified on
the attached Exhibit A, as the same may be amended from time to time ("Funds")
desire to use Fund Services, Inc. ("Limited Agent") to provide access to the
Fund/SERV trade clearing system ("Fund/SERV") maintained by the National
Securities Clearing Corporation ("NSCC");
WHEREAS, the Funds utilize an entity, identified on the attached Exhibit A, as
the same may be amended from time to time ("Transfer Agent") to serve as
transfer agent for Funds; and
WHEREAS, Limited Agent is a transfer agent registered under Section 17A(c)(2) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
therefore qualified to serve as a sub-transfer agent to the Funds when delegated
authority by the Transfer Agent; and
WHEREAS, Transfer Agent desires that Limited Agent serve as sub-transfer agent
of the Funds, for the limited purposes set forth herein, with respect to
transactions made through Fund/SERV;
NOW, THEREFORE, in consideration of the promises and the mutual covenants
hereinafter contained, Funds, Transfer Agent, and Limited Agent hereby agree as
follows:
1. Transfer Agent hereby appoints Limited Agent as a sub-transfer agent of the
Funds, and Limited Agent hereby accepts such appointment on the terms set
forth herein, for the limited purposes of (a) accepting and transmitting
Orders from, broker-dealers using Fund/SERV for the purchase and redemption
of Fund shares ("Orders"); and (b) communicating the acceptance of such
Orders by the Funds to such broker-dealers ("Confirmations").
2. Funds represent and warrant that Transfer Agent has transfer agency
authority for Funds and further that this authority can be delegated to
Limited Agent.
3. Transfer Agent will establish a Fund/SERV account in each of the Funds.
Limited Agent will place an aggregate Order, directly to each Fund, or its
specified agent, in ,accordance with procedures mutually agreed upon from
time to time by Transfer Agent and Limited Agent which procedures shall be
attached hereto as Exhibit B and made a part hereof ("Procedures"). The
Procedures shall be consistent with the terms of each Fund's prospectus
and, the requirements of the Investment Company Act of 1940. Limited Agent
shall be responsible for maintaining records relating to each broker-dealer
placing Orders through Fund/SERV, and shall, upon request, provide Transfer
Agent with information regarding the number of shares, and dollar value,
purchased or sold by each broker-dealer, the date of the transaction and
such other information as the Transfer Agent may reasonably request.
4. Orders will only be accepted and transmitted by Limited Agent hereunder on
days that the New York Stock Exchange is open for business ("Business
Day").
5. Limited Agent represents and warrants that all Orders accepted and
transmitted by it hereunder will be based upon instructions that it
receives through Fund/SERV. It is understood by the parties that Fund/SERV
orders will be received after the close of trading (currently 4:00 p.m. ET)
of the New York Stock Exchange on that Business Day ("Close of Trading")
and will be based on orders received by the brokers utilizing Fund/SERV
prior to the Close of Trading.
6. Funds will furnish Limited Agent by no later than price availability time
specified in the Price Communication portion of the Procedures ("Price
Communication Time") on each Business Day a confirmed net asset value per
share for each Fund as of the Close of Trading of the previous Business
Day.
7. Transfer Agent represents and warrants that, subject to compliance by
Limited Agent with the representation and warranty set forth in Section 5
and (in the case of net purchases) receipt by the relevant Fund of payment
in accordance with Section 9, Orders placed by the Trade Order Cutoff time
established in the Procedures and in accordance with the Procedures on any
Business Day will be accepted by each of the Funds at the net asset value
price for such Fund as of the Close of Trading on that Business Day.
However, redemptions of Ordinary Shares of certain Funds will be subject to
a redemption fee, as described in the Funds' prospectus.
8. In the event that Orders are not entered by the Trade Order Cutoff time
established in the Procedures, due to mechanical difficulties or other
reasons beyond Limited Agent's reasonable control, As-Of trades will be
accepted, subject to provisions in the Procedures. Transfer Agent
represents and warrants that if an Order placed by Limited Agent on any
Business Day is not received by the Trade Order Cutoff time due to
mechanical difficulties or other reasons beyond Limited Agent's reasonable
control, such Order shall nonetheless be accepted by the relevant Fund as
if it had been received by such deadline, provided that Limited Agent
resubmits the Order no later than 10:30 a.m. ET on the immediately
following Business Day. Transfer Agent may require reasonable assurances
that there was an attempt to place the Order by the Trade Order Cutoff
time. Transfer Agent shall cause each Fund to immediately furnish Limited
Agent confirmation with respect to any order which is resubmitted pursuant
to the preceding sentence. Limited Agent shall make reasonable efforts to
Inform Transfer Agent by 9:30 a.m. ET of any anticipated delay in placing
orders by Trade Cutoff Time.
9. The Transfer Agent, based on information provided by the Limited Agent, and
NSCC, and not the Limited Agent, will be responsible for arranging payments
for net purchases and redemptions of shares in each Fund. Limited Agent's
sole responsibility with respect to such shall be to forward information
provided by NSCC to Transfer Agent with respect to net settlement amounts.
Limited Agent will not receive funds from, or on behalf of, Transfer Agent
and the Funds.
10. Transfer Agent shall cause each Fund to furnish Limited Agent a
Confirmation with respect to each Order placed hereunder by no later than
12:00 PM ET on the Business Day immediately following placement of the
Order ("Start of Trading"). Immediately upon receipt of each confirmation,
Limited Agent shall verify its accuracy and shall notify Transfer Agent of
any errors appearing thereon.
11. Funds shall promptly furnish Limited Agent notice of any dividends or
distributions payable on the shares of each Fund. If such dividends and
distributions are reinvested in additional shares of the Funds, Transfer
Agent, shall notify Limited Agent as to the number of shares so issued.
12. Funds represent and warrant their shares are registered and authorized for
issue in accordance with applicable Federal and State laws, but are not
registered in all states. Attached as Exhibit D is a list of states in
which the Funds' shares are registered and authorized for issue and
trading,
13. Funds represent and warrant that broker-dealers may execute purchase and
redemption transactions on each and every Business Day without regard for
the number or market value of transactions executed in any prior time
periods.
14. Limited Agent acknowledges that the records prepared by it of transactions
in shares of the Funds are the sole property, and proprietary information,
of the Funds. Except as may be necessary to discharge its obligations under
this Agreement, or as otherwise authorized by this Agreement, Limited Agent
will not communicate the information in those records to any third party
without the express written permission of the Funds. Upon the request of
Transfer Agent or any Fund, Limited Agent shall furnish or cause to be
furnished copies of all records in Limited Agent's possession as may
reasonably be requested to enable the Transfer Agent, the Fund or the
Fund's representatives including, without limitation, its auditors,
investment advisor, or distributor to comply with any request of a
governmental body, self-regulatory organization, auditor, or shareholder.
15. In consideration for the services provided by Limited Agent, Funds shall
pay Limited Agent the fees set forth in Exhibit C to this Agreement,
Monthly fees shall not be payable until Funds utilize Limited Agent for
Fund/SERV transactions, and shall not increase, except as set forth in
Exhibit C, for a period of at least 12 months after the initial
transaction.
16. Limited Agent shall not be responsible for any expenses of Transfer Agent
or the Funds incident to this Agreement including, without limitation,
expenses in connection with the registration of Fund shares, preparation of
Fund prospectuses, proxy materials and reports, the distribution of such
items to the beneficial holders of the Fund/SERV accounts, and the
preparation of all statements and notices required by any Federal or State
law,
No party shall charge the other any fee for bank wires executed pursuant to
this agreement.
17. Each party shall be excused from performing any of its respective duties
and obligations hereunder in the event that, and so long as, performance of
such duties and obligations is prevented, delayed or hindered by Acts of
God, fires earthquakes, extreme weather conditions, strikes, impossibility
of obtaining materials or other events beyond the reasonable control of the
party in question.
18. Limited Agent agrees to indemnify Transfer Agent, the Funds and each of
their trustees, directors, officers, employees and agents and hold each of
them harmless against any and all direct losses, damages, claims or
liabilities resulting from or relating to the Limited Agent's performance
of the duties and obligations, or breach of any representation or warranty,
of Limited Agent hereunder.
Transfer Agent agrees to indemnify Limited Agent, and each of its
directors, officers, employees, and agents and hold each of them harmless
against any and all direct losses, damages, claims or liabilities resulting
from or relating to the performance of the duties and obligations, or
breach of any representation or warranty, of Transfer Agent hereunder.
Without limiting the foregoing to the extent the Transfer Agent is entitled
to indemnification under its Transfer Agent Agreement with any of the Funds
in connection with any loss, damage, claim, or liability arising from or
relating to the investment of any broker-dealer in such Fund, Limited Agent
and each of its directors, officers and employees and agents shall be
afforded the same right of indemnification.
19. In order for the indemnification provisions contained in Section 18 of this
agreement 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 or to defend against said claim in its own name or in the name of the
other party. The party seeking indemnification shall in no case confess any
claim or make any compromise in any case which the other party may be
required to indemnify it except with the other party's prior written
consent.
20. Limited Agent agrees to notify Transfer Agent immediately in the event of
(a) the suspension or termination of its registration as a transfer agent,
or (b) Limited Agent's violation of any applicable federal or state law,
rule or regulation arising out of its service as Limited Agent in
connection with this Agreement, and (c) any other action by federal or
state regulators that may otherwise affect in any material way Limited
Agent's ability to act as Limited Agent in accordance with the terms of
this Agreement. The termination of Limited Agent's registration as a
transfer agent will automatically terminate this Agreement immediately
without notice.
21. Except as to matters governed by the prospectus of any Fund, this Agreement
shall be construed in accordance with the laws of the Commonwealth of
Massachusetts.
22. Every notice required by this Agreement shall be sufficiently given when
sent in accordance with the Procedures.
23. This agreement shall not be amended except by written instrument signed by
all parties, provided that changes to Exhibit A may be effected by Transfer
Agent with written notice to Limited Agent. No party shall assign any of
its rights, powers or duties under this Agreement without the other party's
written consent.
This Agreement shall become affective as of the date hereof It
shall continue in effect for an initial term of one (1) year and thereafter
from year to year after its initial term until terminated in accordance
with the provisions hereof This Agreement may be terminated at any time by
either party upon ninety (90) days written notice to the other party.
This agreement shall automatically be terminated upon revocation of
transfer agency authority granted by Funds to Transfer Agent.
WITNESS the following signatures as of 4 June, 1997.
LIMITED AGENT:
Fund Services, Inc.
By:
Title: President
TRANSFER AGENT:
---------------
Quantitative Institutional Services
By:
Title: Vice
President
FUNDS:
------
Quantitative Group of Funds
By:
Title: President
Exhibit A to
Limited Agency Agreement for
Transfer Agency Services
Amendment Number: 1 Effective Date- -5/18/98
Transfer Agent: Quantitative Institutional Services
Funds: Quantitative Group of Funds, consisting of
Fund Name: CUSIP Symbol
Ordinary Share
Quantitative Small Cap Fund 00000X000 USBNX
Quantitative Mid Cap Fund 00000X000 QNIIX
Quantitative Growth and Income Fund 00000X000 USBOX
Quantitative International Equity Fund 00000X000 USBFX
Quantitative Emerging Markets Fund 00000X000 QFFOX
Quantitative Foreign Value Fund 00000X000
Institutional Shares
Quantitative Small Cap Fund 00000X000 QBNAX
Quantitative Mid Cap Fund 00000X000 QNIAX
Quantitative Growth and Income Fund 74762RI03 QGIAX
Quantitative International Equity Fund 00000X000 QIEAX
Quantitative Emerging Markets Fund 00000X000 QEMAX
Quantitative Foreign Value Fund 00000X000
Exhibit B to
Limited Agency Agreement for
Transfer Agency Services
Operational Procedures
Price Communication
Price Communication Time: 9:00 a.m. ET of the subsequent Business Day
Price Information is Communicated by FAX to 000-000-0000.
Prior to Price Communication Time of each Business Day, the Fund will
communicate to the Limited Agent that day's Net Asset Value and Offering Price
(if different) and any appropriate accrual/dividend factors for all Funds on
Exhibit A of this agreement.
If for any reason, the Transfer Agent processes purchases, redemptions, or
income reinvestments with any different information than what was Communicated
to the Limited Agent, the Fund is responsible for contacting the Limited Agent
with a phone call and a follow-up fax containing the revised information by
12:00 p.m. ET of the Business Day next following the Business Day of the
original communication. If the Transfer Agent does not identify a change in
information until after 12:00 p.m. ET, the Transfer Agent will notify the
Limited Agent immediately after identification of the change.
Trade Orders
Trade Order Cutoff. 9:30 a.m. ET of the following Business Day
Trade Orders are Communicated by FAX to 000-000-0000.
Each Business Day, after completion of receipt of Fund/SERV activity, the
Limited Agent will transmit Trade Orders (purchases and redemptions) for each
Fund to the Transfer Agent to be processed at that Business Day's Net Asset
Value or Offering Price as appropriate for next-day settlement (trade date + 1
settlement). Trade Orders may be communicated in dollars or shares.
The Limited Agent will communicate all Trade Orders to the Transfer Agent by the
Trade Order Cutoff above on each Business Day ("Trade Date"). On days where
there are no Trade Orders, the communication will contain zeros in each field.
If the Transfer Agent does not receive the required communications prior to the
Trade Order Cutoff on any Business Day and As-Of trading is authorized by the
Agreement
above, the Transfer Agent will contact the Limited Agent by 12:00 p.m. ET of the
following Business Day. The Limited Agent will then re-communicate the
appropriate Trade Orders to the Transfer Agent for execution as of the Trade
Date.
Trade Settlement
Settlement shall be made in accordance with the then-prevailing rules of the
Fund/SERV system, which are incorporated herein by reference.
Notice
Any notice required under the Agreement shall be sent to the parties at the
following addresses and fax numbers:
Quantitative Group of Funds
00 Xxx Xxxxxxx Xxxx Xxxxxxx, XX 00000 fax: (000) 000-0000
Quantitative Institutional Services 00 Xxx Xxxxxxx Xxxx Xxxxxxx, XX 0 1773 fax:
(000) 000-0000
Fund Services, Inc.
0000 Xxxxxx Xxx., Xxxxx 000
Xxxxxxxx, XX 00000
Fax- (000) 000-0000
Exhibit C to
Limited Agency Agreement for
Transfer Agency Services
Amendment Number: Effective Date:
Fees: Access Server Upgrades and File Set-Up: Out of pocket costs, not
to exceed $3,500 Processing Fund/SERV trades: $500 per month for
the first six months of the Agreement, then $750 per month for the
next six months, plus National Securities Clearing Corporation
fees, communications fees and out-of-pocket expenses.
Payment Date: The monthly fee will be paid monthly in arrears by the 15 th of
the month, Out-of-pocket expenses within two weeks of submission,
subject to verification by the Transfer Agent
Exhibit D to
Limited Agency Agreement for
Transfer Agency Services
Listed below are the states in which the Ordinary Shares of our five funds
are registered and available for sale. The footnotes indicate that a fund is not
registered in a given state.
Alabama 3,4,5,6
Arizona
California
Colorado
Connecticut
Delaware 3,4,5,6
District of Columbia
Florida
Georgia
Hawaii
Idaho 2,3,4,5,6
Illinois
Indiana
Iowa l,2,4,5,6
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Missouri
New Jersey
New Mexico 2,4,5,6
New York
North Carolina
Ohio
Oregon
Pennsylvania
Rhode Island
South Carolina 5
Tennessee
Texas
Utah
Virginia
Vermont 2
Washington
Wisconsin 3,4,5,6
1 Quantitative Small Cap Fund
2 Quantitative Mid Cap Fund
3 Quantitative Growth and Income Fund
4 Quantitative International Equity Fund
5 Quantitative Emerging Markets Fund
6 Quantitative Foreign Value Fund
Listed below are the states in which the Institutional Class of Shares of
our five funds are registered and available for sale.
Alabama 3,4,5,6
Arizona 2,3,4,5,6
California
Colorado
Connecticut
Delaware 3,4,5,6
District of Columbia
Florida
Georgia
Hawaii
Idaho 2,3,4,5,6
Illinois
Indiana
Iowa l,2,4,5,6
Kansas l,3,4,5,6
Kentucky
Louisiana
Maine
Maryland 3,4,5,6
Massachusetts
Michigan 4,5,6
Minnesota
Missouri
Nevada l,3,4,5,6
New Jersey
New Mexico 2,4,5,6
New York
North Carolina
Ohio
Oregon
Pennsylvania
Rhode Island
South Carolina 3,5
Tennessee 4,5,6
Texas 4,5,6
Utah
Xxxxxxxx
Xxxxxxxxxx 4,5,6
West Virginia 2,3,4,6
Wisconsin 2,3,4,5,6
1 Quantitative Small Cap Fund
2 Quantitative Mid Cap Fund
3 Quantitative Growth and Income Fund
4 Quantitative International Equity Fund
5 Quantitative Emerging Markets Fund
6 Quantitative Foreign Value Fund
Exhibit E to
Limited Agency Agreement for
Transfer Agency Services
Transfer Restrictions
---------------------
Shares of any Fund may be exchanged for shares of the same class of any other
Fund. Exchanges are not permitted between shares of different classes in either
the same or different funds. Accordingly, transfers are permitted within each of
the two following groups but not between the groups.
Fund Name: CUSIP Symbol
Ordinary Shares
---------------
Quantitative Small Cap Fund 00000X000 USBNX
Quantitative Mid Cap Fund 00000X000 QNIIX
Quantitative Growth and Income Fund 00000X000 USBOX
Quantitative International Equity Fund 00000X000 USBFX
Quantitative Emerging Markets Fund 00000X000 QFFOX
Quantitative Foreign Value Fund 00000X000
Institutional Shares
--------------------
Quantitative Small Cap Fund 00000X000 QBNAX
Quantitative Mid Cap Fund 00000X000 QNIAX
Quantitative Growth and Income Fund 74762RI03 QGIAX
Quantitative International Equity Fund 00000X000 QIEAX
Quantitative Emerging Markets Fund 00000X000 QEMAX
Quantitative Foreign Value Fund 00000X000
Exhibit A to
Limited Agency Agreement for
Transfer Agency Services
Amendment Number: Effective Date:
Transfer Agent: Quantitative Institutional Services
Funds: Quantitative Group of Funds, consisting of
Fund Name: CUSIP Symbol
Ordinary Shares
---------------
Quantitative Numeric Fund 00000X000 USBNX
Quantitative Numeric 11 Fund 00000X000 QNIIX
Quantitative Growth and Income Fund 00000X000 USBOX
Quantitative International Equity Fund 00000X000 USBFX
Quantitative Foreign Frontier Fund 00000X000 QFFOX
Institutional Shares
--------------------
Quantitative Numeric Fund 00000X000 QBNAX
Quantitative Numeric 11 Fund 00000X000
Quantitative Growth and Income Fund 74762RI03 QGIAX
Quantitative International Equity Fund 00000X000 QIEAX
Quantitative Foreign Frontier Fund 00000X000
Exhibit D to
Limited Agency Agreement for
Transfer Agency Services
Listed below are the states in which the Ordinary Shares of our five funds
are registered and available for sale. The footnotes indicate that a fund is not
registered in a given state.
Alabama 3,4,5
Arizona
California
Colorado
Connecticut
Delaware 3,4,5
District of Columbia
Florida
Georgia
Hawaii
Idaho 2,3,4,5
Illinois
Indiana
Iowa l,2,4,5
Kentucky
Louisiana
Maryland
Massachusetts
Michigan
Minnesota
Missouri
New Jersey
New Mexico 2,4,5
New York
North Carolina
Ohio
Oregon
Pennsylvania
Rhode Island
South Carolina 3,5
Tennessee
Texas
Utah
Virginia
Vermont 2
Washington
Wisconsin 3,4,5
1 Quantitative Numeric Fund
2 Quantitative Numeric II Fund
3 Quantitative Growth and Income Fund
4 Quantitative International Equity Fund
5 Quantitative Foreign Frontier Fund
Listed below are the states in which the Institutional Class of Shares of
our five funds are registered and available for sale.
Alabama 3,4,5
Arizona 2,3,4,5
California
Colorado
Connecticut
Delaware 3,4,5
District of Columbia
Florida
Georgia
Hawaii
Idaho 2,3 ,4,5
Illinois
Indiana
Iowa 1,2,4,5
Kansas 1, 3,4,5
Kentucky
Louisiana
Maryland 4,5
Massachusetts
Michigan 4,5
Minnesota
Missouri
Nevada l,3,4,5
Xxx Xxxxxxxxx 0,0
Xxx Xxxxxx
Xxx Xxxxxx 2,4,5
New York
North Carolina
Ohio
Oregon
Pennsylvania
Rhode Island
South Carolina 3,5
Tennessee 3,4,5
Texas 4,5
Utah
Vermont 2,3,5
Xxxxxxxx
Xxxxxxxxxx 4,5
Wisconsin 2,3,4,5
1 Quantitative Numeric Fund
2 Quantitative Numeric 11 Fund
3 Quantitative Growth and Income Fund
4 Quantitative International Equity Fund
5 Quantitative Foreign Frontier Fund
Exhibit E to
Limited Agency Agreement for
Transfer Agency Services
Transfer Restrictions
---------------------
Shares of any Fund may be exchanged for shares of the same class of any other
Fund. Exchanges are not permitted between shares of different classes in either
the same or different funds. Accordingly, transfers are permitted within each of
the two following groups but not between the groups.
Fund Name: CUSIP Symbol
Ordinary Shares
---------------
Quantitative Numeric Fund 00000X000 USBNX
Quantitative Numeric II Fund 00000X000 QNIIX
Quantitative Growth and Income Fund 00000X000 USBOX
Quantitative International Equity Fund 00000X000 USBFX
Quantitative Foreign Frontier Fund 74762RS55 QFFOX
Institutional Shares
--------------------
Quantitative Numeric Fund 00000X000 QBNAX
Quantitative Numeric II Fund 00000X000
Quantitative Growth and Income Fund 74762RI03 QGIAX
Quantitative International Equity Fund 00000X000 QIEAX
Quantitative Foreign Frontier Fund 00000X000
