EXHIBIT 5
QUANTITATIVE GROUP OF FUNDS
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AMENDMENT TO TERMS AND CONDITIONS OF DISTRIBUTION AGREEMENT
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Amendment dated May 18, 1998 to the Terms and Conditions of the
Distribution Agreement dated April 17, 1985, between QUANTITATIVE GROUP OF
FUNDS, formerly U.S. Boston Investment Company, a Massachusetts business trust
(the "Trust"), and U.S. BOSTON CAPITAL CORPORATION, a Massachusetts corporation
("U.S. Boston Capital").
Witnesseth:
Whereas, the Trust desires U.S. Boston Capital to distribute a new series,
the Quantitative Foreign Value Fund;
Now, therefore, in consideration of the mutual covenants set forth in the
Distribution Agreement, the Trust and U.S. Boston Capital agree that: (i) the
Terms and Conditions of the Distribution Agreement shall be amended as follows:
1. By adding to the end of the second paragraph of Section 2 of the Terms
and Conditions of the Distribution Agreement the following:
The limitation set forth in this Section 2 shall not apply to the
Quantitative Mid Cap Fund, or Quantitative Foreign Value Fund, or Quantitative
Emerging Markets Fund.
and (ii) the Distribution Plan be amended as follows:
1. By replacing the first sentence of Section 1 of the Distribution Plan
with the following:
The Trust will pay to U.S. BOSTON CAPITAL COPORATION, a Massachusetts
corporation which acts a principal distributor of the Trust's shares (the
"Distributor") a monthly fee at the annual rate set forth in Exhibit A attached
hereto for each series of the Trust ("Series") of the average net asset value of
Ordinary Shares held in shareholder accounts opened during the period the Plan
is in effect ("Qualified Accounts"), as determined at the close of each business
day during the month, for acting as principal distributor. The fee computed for
each Series shall be paid from the assets of such Series.
2. By adding the following Exhibit A to the Distribution Plan:
EXHIBIT A
to Distribution Plan
Quantitative Group of Funds
Annual
Fund Name Fee
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Quantitative Small Cap Fund 0.50%
Quantitative Mid Cap Fund 0.25%
Quantitative Growth and Income Fund 0.50%
Quantitative International Equity Fund 0.50%
Quantitative Foreign Value Fund 0.25%
Quantitative Emerging Markets Fund 0.50%
IN WITNESS WHEREOF, QUANTITATIVE GROUP OF FUNDS and U.S. BOSTON
CAPITAL CORPORATION have each caused this instrument to be signed in duplicate
in its behalf by its President or a Vice President thereunto duly authorized on
this 18th day of May, 1998.
QUANTITATIVE GROUP OF FUNDS U.S. BOSTON CAPITAL
CORPORATION
By:____________________________ By:____________________________
President President
