0000722885-07-000022 Sample Contracts

AMENDED AND RESTATED TRANSFER AGENT AND SERVICE AGREEMENT between QUANTITATIVE GROUP OF FUNDS and QUANTITATIVE INVESTMENT ADVISORS, INC.
Transfer Agent and Service Agreement • July 27th, 2007 • Quantitative Group of Funds • Massachusetts

AMENDED AND RESTATED AGREEMENT effective as of April 25, 2007, by and between Quantitative Group of Funds, a Massachusetts business trust doing business as Quant Funds, having its principal office and place of business at 55 Old Bedford Road, Lincoln, MA 01773 (the “Fund”), and Quantitative Investment Advisors, Inc., a Delaware Corporation, doing business as Quantitative Advisors, having its principal office and place of business at 55 Old Bedford Road, Lincoln, MA 01773 (“QA”) which is duly registered as a transfer agent pursuant to Section 17A(c)(1) of the Securities Exchange Act of 1934.

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AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • July 27th, 2007 • Quantitative Group of Funds

Amended and Restated Distribution Agreement effective as of April 25, 2007, by and 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”).

QUANTITATIVE INVESTMENT ADVISORS, INC. d/b/a QUANTITATIVE ADVISORS AMENDED AND RESTATED MANAGEMENT CONTRACT
Management Contract • July 27th, 2007 • Quantitative Group of Funds

Amended and Restated Management Contract (“Contract”) effective as of April 25, 2007, between QUANTITATIVE GROUP OF FUNDS d/b/a QUANT FUNDS, a Massachusetts business trust (the “Fund”) and QUANTITATIVE INVESTMENT ADVISORS, INC. d/b/a QUANTITATIVE ADVISORS, a Delaware corporation (the “Manager”).

SELLING GROUP AGREEMENT
Selling Group Agreement • July 27th, 2007 • Quantitative Group of Funds • Massachusetts

We are hereby inviting you to participate in the selling group and, subject to the terms and conditions set forth below, to make available to your customers the Shares. By your acceptance hereof, you agree to find purchasers for the Shares, to purchase Shares only from us or from your customers, and to act only as agent for your customers or dealer for your own account, with no authority to act as agent for the Funds, for us or for any other dealer in any respect.

DISTRIBUTION FEE WAIVER AGREEMENT
Distribution Fee Waiver Agreement • July 27th, 2007 • Quantitative Group of Funds • Massachusetts

AGREEMENT, effective as of June 1, 2007, by and between the Quantitative Group of Funds (the “Trust”) with respect to Quant Small Cap Fund (the “Fund”) and U.S. Boston Capital Corporation (“USBCC”), the Fund’s principal distributor.

DISTRIBUTION FEE WAIVER AGREEMENT
Distribution Fee Waiver Agreement • July 27th, 2007 • Quantitative Group of Funds • Massachusetts

AGREEMENT, effective as of July 18, 2007, by and between the Quantitative Group of Funds (the “Trust”) with respect to Quant Emerging Markets Fund (the “Fund”) and U.S. Boston Capital Corporation (“USBCC”), the Fund’s principal distributor.

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