-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D/taheY2sVgIUCLAMQ6D5Kl1tiTzC4VnJwMbqJfB2gEF6cg2HHpgAOzFrrr6ivUu 7lug53sSdw6b16cNx6X5vQ== 0000927405-96-000181.txt : 19960430 0000927405-96-000181.hdr.sgml : 19960430 ACCESSION NUMBER: 0000927405-96-000181 CONFORMED SUBMISSION TYPE: 485B24E PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960429 EFFECTIVENESS DATE: 19960429 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARIBAS TRUST FOR INSTITUTIONS CENTRAL INDEX KEY: 0000777512 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485B24E SEC ACT: 1933 Act SEC FILE NUMBER: 033-00313 FILM NUMBER: 96553003 FILING VALUES: FORM TYPE: 485B24E SEC ACT: 1940 Act SEC FILE NUMBER: 811-04407 FILM NUMBER: 96553004 BUSINESS ADDRESS: STREET 1: 787 7TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2128413228 MAIL ADDRESS: STREET 1: 787 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: PARIBAS TRUST FOR TAX EXEMPT INSTITUTIONS DATE OF NAME CHANGE: 19860129 485B24E 1 As filed with the Securities and Exchange Commission on April 29, 1996. File No. 33-313 File No. 811-4407 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No._ Post-Effective Amendment No. 13 X and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X Amendment No. 17 (Check appropriate box or boxes) PARIBAS TRUST FOR INSTITUTIONS (Exact Name of Registrant as Specified in Charter) 787 Seventh Avenue New York, New York 10019 (Address of Principal Executive Offices)(Zip Code) Registrant's Telephone Number, including Area Code (212) 841-3209 Kurt Braitberg Paribas Trust for Institutions 787 Seventh Avenue New York, New York 10019 (Name and Address of Agent for Service) with copies to: Leonard B. Mackey, Jr., Esq. Rogers & Wells 200 Park Avenue New York, New York 10166 It is proposed that this filing will become effective (check appropriate box) immediately upon filing pursuant to paragraph (b) X on April 29, 1996 pursuant to paragraph (b) ___ 60 days after filing pursuant to paragraph (a)(1) ___ on (date) pursuant to paragraph (a)(1). ___ 75 days after filing pursuant to paragraph (a)(2) ___ on (date) pursuant to paragraph (a)(2) of Rule 485. If appropriate, check the following box: ___ this post-effective amendment designates a new effective date for a previously filed post-effective amendment. Paribas Trust for Institutions QUANTUS II AND QUANTUS EQUITY MANAGED PORTFOLIO CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933 (1) Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of Being Being Price Per Offering Registration Registered Registered* Unit (2)** Price (3) Fee Shares of Beneficial Interest (par value $0.10 95,433 shares $9.98 $290,000 $100 per share) * The Registrant has previously registered an indefinite number of shares of beneficial interest under the Securities Act of 1933. ** Estimated solely for the purpose of determining the registration fee, on the basis of the offering price of shares of beneficial interest of Quantus Equity Managed Portfolio on April 26, 1996. *** In response to Rule 24e-2(b) under the Investment Company Act of 1940, as amended (the "1940 Act"): (1) the calculation of the maximum aggregate offering price is made pursuant to Rule 24e-2; (2) 66,375 shares of beneficial interest of the Registrant were redeemed by the Registrant during the fiscal year ended December 31, 1995; (3) none of such shares have been used for reductions pursuant to Rule 24e-2 (a) or Rule 24f-2 (c) during the current fiscal year; and (4) all such shares are being used for reduction in this amendment pursuant to Rule 24e-2(a). The Registrant has previously filed a declaration pursuant to Rule 24f-2 under the 1940 Act. The Registrant was not required to file a Rule 24f-2 Notice for the fiscal year ended December 31, 1995 because no shares of beneficial interest of the Registrant were sold in reliance upon registration pursuant to Rule 24f-2 during such fiscal year. PARIBAS TRUST FOR INSTITUTIONS QUANTUS II Cross Reference Sheet Form N-1A Item Quantus II Caption Part A 1. Cover Page Cover Page 2. Synopsis Expense Table 3. Condensed Financial Information Financial Highlights 4. General Description of Registrant Quantus II and its Objective and Policies 5. Management of the Fund Management; Investment Adviser; Administrator; Purchase of Shares; Additional Information 5A. Management's Discussion of Fund Not Applicable Performance 6. Capital Stock and Other Securities Cover Page; Dividends, Distributions and Taxes; Shareholder Services; Additional Information 7. Purchase of Securities Being Offered Purchase of Shares; Net Asset Value; Shareholder Services 8. Redemption or Repurchase Purchase of Shares; Redemption of Shares 9. Legal Proceedings Not applicable Part B 10. Cover Page Cover Page 11. Table of Contents Table of Contents 12. General Information and History Not Applicable 13. Investment Objectives and Policies Quantus II and its Objective and Policies 14. Management of the Registrant Management of Quantus II; Investment Advisory and Other Services 15. Control Persons and Principal Management of Quantus II Holders of Securities 16. Investment Advisory and Investment Advisory and Other Services Other Services; Distributor 17. Brokerage Allocation Quantus II and its Portfolio Transactions Objective and Policies; 18. Capital Stock and Other Securities Not Applicable 19. Purchase, Redemption and Redemption of Shares; Pricing of Securities Being Purchase of Shares Offered 20. Tax Status Taxes 21. Underwriters Distributor 22. Calculation of Performance Data Not Applicable 23. Financial Statements Financial Information PARIBAS TRUST FOR INSTITUTIONS QUANTUS EQUITY MANAGED PORTFOLIO Cross Reference Sheet Form N-1A Item Quantus Equity Managed Prospectus Caption Part A 1. Cover Page Cover Page 2. Synopsis Expense Table 3. Condensed Financial Information Financial Highlights 4. General Description of Registrant Quantus Equity Portfolio and its Objective and Policies 5. Management of the Fund Management; Investment Adviser; Administrator; Purchase of Shares; Additional Information 5A. Management's Discussion of Fund Not Applicable Performance 6. Capital Stock and Other Securities Cover Page; Dividends, Distributions and Taxes; Shareholder Services; Additional Information 7. Purchase of Securities Being Offered Purchase of Shares; Net Asset Value; Shareholder Services 8. Redemption or Repurchase Purchase of Shares; Redemption of Shares 9. Legal Proceedings Not Applicable Part B 10. Cover Page Cover Page 11. Table of Contents Table of Contents 12. General Information and History Not Applicable 13. Investment Objectives and Policies Quantus Equity Managed Portfolio and its Objective and Policies 14. Management of the Registrant Management of Quantus Equity Managed Portfolio; Investment Advisory and Other Services 15. Control Persons and Principal Management of Quantus Holders of Securities Equity Managed Portfolio 16. Investment Advisory and Investment Advisory and Other Services Other Services; Distributor 17. Brokerage Allocation The Quantus Equity Policies; Portfolio Portfolio and its Transactions Objective and 18. Capital Stock and Other Securities Not Applicable 19. Purchase, Redemption and Pricing Purchase of Shares; of Securities Being Offered Redemption of Shares 20. Tax Status Taxes 21. Underwriters Distributor 22. Calculation of Performance Data Not Applicable 23. Financial Statements Financial Information QUANTUS EQUITY MANAGED PORTFOLIO A PORTFOLIO OF PARIBAS TRUST FOR INSTITUTIONS The Quantus Equity Managed Portfolio ("Quantus Equity Portfolio" or the "Portfolio") is a portfolio of the Paribas Trust for Institutions (the "Trust"), which is a diversified, open-end management investment company. The Quantus Equity Portfolio is designed for institutional investors, such as tax-qualified retirement plans, including pension plans, profit-sharing plans and 401(k) plans, trustees of Keogh Plans and Individual Retirement Accounts (including Individual Retirement Account rollovers), and charitable and educational endowments, seeking long-term growth of capital. In addition, the Quantus Equity Portfolio is designed to provide an appropriate investment for sophisticated individuals seeking long-term growth of capital. Quantus Equity Portfolio attempts to achieve long-term growth of capital by investing on an equal-weighted basis primarily in a diversified portfolio of common stocks of approximately 50 major capitalization companies which are included in an index of approximately 500 major capitalization issuers developed by the investment adviser (the "Index"). The 50 companies in which the Portfolio invests will be selected on the basis of a quantified investment selection process to be employed by the investment adviser. There can be no assurance that the Portfolio will achieve its investment objective. See "Quantus Equity Portfolio and Its Objective and Policies." The investment adviser of Quantus Equity Portfolio is Paribas Asset Management, Inc. (the "Investment Adviser"). The distributor of the Portfolio is Paribas Corporation (the "Distributor"). Shares may be purchased, at net asset value without a sales charge, directly from the Distributor or from securities dealers which have entered into selected dealer agreements with the Distributor. Pursuant to a Plan of Distribution, the Portfolio will pay the Distributor a fee equal to 1% of the average daily net assets of the Portfolio. See "Purchase of Shares - Plan of Distribution." The minimum initial purchase for shares of Quantus Equity Portfolio is $5,000 and the minimum subsequent purchase is $2,000. See "Purchase of Shares." A shareholder may be subject to a deferred sales charge if shares are redeemed within periods ranging up to four years depending on the size of purchase. See "Redemption of Shares." This Prospectus sets forth in concise form the information about Quantus Equity Portfolio that a prospective investor should know before investing in Quantus Equity Portfolio. Investors should read and retain this Prospectus for future reference. Additional information about Quantus Equity Portfolio has been filed with the Securities and Exchange Commission (the "SEC") in a Statement of Additional Information (the "SAI") dated May 1, 1996. The Annual Report dated December 31, 1995 contains investment and performance information about Quantus Equity Portfolio. Investors and prospective investors may obtain a copy of the SAI and the Annual Report, without charge, by writing to the Trust, 787 Seventh Avenue, New York, New York 10019. The SAI has been incorporated by reference into this Prospectus. Inquiries regarding the Trust and requests for the SAI and the Annual Report can be made by calling (212) 841-3200. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is May 1, 1996. No person has been authorized to give any information or to make any representations, other than those contained in this Prospectus and in the SAI, in connection with the offer made by this Prospectus, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Trust or its Distributor. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy by the Trust or by the Distributor in any State in which such offer to sell or solicitation of any offer to buy may not lawfully be made. TABLE OF CONTENTS PAGE Expense Table 3 Financial Highlights 4 Quantus Equity Portfolio and its Objective and Policies 5 Investment Adviser 6 Administrator 7 Management 8 Purchase of Shares 8 Net Asset Value 10 Redemption of Shares 10 Dividends, Distributions and Taxes 12 Portfolio Transactions 13 Shareholder Services 13 Additional Information 13 Account Application 15 Paribas Trust for Institutions is organized as a Massachusetts business trust. It is not a bank nor does it offer fiduciary or trust services. Shares of the Portfolio are not equivalent to a bank account. As with any investment in securities, the value of a shareholder's investment in the Portfolio will fluctuate. The shares of the Portfolio are not insured by any government agency and are not subject to the protection of the Securities Investor Protection Corporation. EXPENSE TABLE Shareholder Transaction Expenses Maximum Deferred Sales Load (as a percentage of redemption proceeds) 4.00%* Annual Portfolio Operating Expenses (as a percentage of average net assets) Management Fees 0.65% 12b-1 Fees 0.00%** Other Expenses 1.85% Total Portfolio Operating Expenses 2.50%*** Example 1 year 3 years 5 years 10 years You would pay the following expenses on a $1000 investment, assuming (1) 5% annual return and (2) redemption at the end of each time period: $65 $98 $133 $284 You would pay the following expenses on the same investment, assuming no redemption: $25 $78 $133 $284 The purpose of the above table is to assist the investor in understanding the various costs and expenses that an investor in Quantus Equity Portfolio will bear directly or indirectly. The example set forth above assumes reinvestment of all dividends and distributions and uses a five percent annual rate of return as mandated by SEC regulations. The Example should not be considered a representation of past or future expenses, and actual expenses and annual rates of return may be more or less than those assumed for purposes of the Example. Shareholders who hold their Shares for an extended period of time may pay more in 12b-1 distribution fees than the economic equivalent of the maximum front-end sales charge permitted under the Rules of Fair Practice of the National Association of Securities Dealers, Inc. For a more complete description of Management Fees, see "Investment Adviser." FINANCIAL HIGHLIGHTS The financial information in the table below has been audited in conjunction with the audits of the financial statements of the Trust by Arthur Andersen LLP, independent public accountants, which financial statements and report thereon are incorporated by reference in the SAI, but not included herein. This table should be read in conjunction with the Trust's financial statements and notes thereto, which are an integral part of these financial highlights and ratios. For the Year Ended December 31, 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986* Net asset value, beginning of year $7.43 $8.13 $10.27 $10.01 $9.20 $10.01 $9.81 $9.32 $9.98 $10.00 Income from investment operations: Net investment income/(loss) (0.05)## (0.05)## (0.05) (0.10) (0.11)## (0.10)## 0.37 0.27 0.16 0.02## Net realized and unrealized gain/(loss) on investments 2.60 (0.28) 0.59 0.85 3.65 (0.22) 2.35 0.51 (0.66) (0.02) Total from investment operations 2.55 (0.33) 0.54 0.75 3.54 (0.32) 2.72 0.78 (0.50) 0.00 Less distributions: Distributions from net investment income - - - - - - (0.43) (0.29) (0.16) (0.02) Distributions from net realized gain (1.13) (0.35) (2.54) (0.45) (2.73) (0.49) (2.09) - - - Distributions in excess of net realized gain - - (0.06) - - - - - - - Return of capital### - (0.02) (0.08) (0.04) - - - - - - Total distributions (1.13) (0.37) (2.68) (0.49) (2.73) (0.49) (2.52) (0.29) (0.16) (0.02) Net asset value, end of year $8.85 $7.43 $8.13 $10.27 $10.01 $9.20 $10.01 $9.81 $9.32 $9.98 Total return 34.28% (4.08)% 5.11% 7.53% 42.10% (3.28)% 28.23% 8.38% (5.08)% 0.00% Ratios to average net assets/ supplemental data: Net assets, end of year (in 000's) $2,816 $2,605 $3,294 $2,897 $3,358 $3,531 $5,300 $9,964 $13,088 $9,379 Ratio of operating expenses to average net assets 2.50%# 2.50%# 2.43% 2.72% 3.50%# 3.50%# 2.36% 2.50% 2.34% 2.60% # Ratio of net investment income/ (loss) to average net assets (0.56)% (0.60)% (0.52)% (0.98)% (0.87)% (1.04)% 2.76% 2.46% 1.43% 0.29% Portfolio turnover rate 141% 120% 155% 63% 105% 196% 126% 170% 128% 88% __________________________ * The Portfolio commenced operations on April 14, 1986. Annualized. Per share data was computed based upon monthly average shares outstanding for this period. Total return represents aggregate total return for the period indicated. # Without fees waived and expenses reimbursed by the Investment Adviser and/or Trustees and/or Distributor, the ratios of expenses to average net assets for the years ended December 31, 1995, 1994, 1991 and 1990 and for the period ended December 31, 1986 would have been 3.93%, 3.25%, 3.90%, 3.80% and 3.04%, respectively. ## Net investment loss per share before fees waived and/or expenses reimbursed by the Investment Adviser and/or Trustees and/or Distributor for the years ended December 31, 1995, 1994, 1991 and 1990 and for the period ended December 31, 1986 was $(0.17), $(0.12), $(0.16), $(0.13) and $(0.01), respectively. ### Amounts distributed in excess of accumulated net investment income as determined for financial statement purposes have been reported as distributions from paid-in capital at the fiscal year end in which the distribution is made. Certain of these distributions which are reported as being from paid-in capital for financial statement purposes may be reported to shareholders as taxable distributions due to differing tax and accounting rules. QUANTUS EQUITY PORTFOLIO AND ITS OBJECTIVE AND POLICIES Quantus Equity Portfolio is a portfolio of the Trust, which is a diversified, open-end management investment company. Quantus Equity Portfolio invests primarily in a diversified portfolio of common stocks of approximately 50 companies included in the Index on the basis of a quantified investment approach employed by the Investment Adviser, and to a lesser extent in money market securities. Quantus Equity Portfolio is one of two portfolios of the Trust. Each portfolio is in effect a separate investment fund issuing a separate series of shares. A shareholder's interest is limited to the assets of the portfolio in which he or she holds shares, and a shareholder is entitled to a pro rata share of all dividends and distributions arising from the net income and capital gains on the investments of such portfolio. Except for those expenses borne by the Investment Adviser or the Distributor, each portfolio bears this expense directly attributable to it and a portion of the Trust's general administrative expenses allocated on the basis of asset size. The Index The Index is comprised of the common stocks of approximately 500 issuers generally representing U.S. companies having the largest market capitalization and relatively high liquidity. For this purpose, the market capitalization of a stock equals its market price per share times the total number of shares outstanding. The major capitalization issuers comprising the Index are the basic universe from which portfolio securities are selected for Quantus Equity Portfolio as described below in this Prospectus. A list of the approximately 700 issuers comprising the Index as of December 31, 1995, is set forth in the SAI. In general, issuers are included in the Index on an equal- weighted basis. However, refinements are made in order to avoid overrepresentation of an industry relative to the market, non-U.S. issuers, relatively illiquid issues and issues for which there is inadequate research coverage by institutional research firms. Reference is made to the SAI for a further description of such refinements. The Index is revised quarterly by the Investment Adviser in accordance with the market capitalization and liquidity criteria and the refinements described above. Such quarterly revisions will be made within 15 business days after the end of each calendar quarter. Between quarterly revisions, however, issuers are eliminated, and new issuers substituted, to the extent that the common stocks of the eliminated issuers are no longer publicly traded (because, for example, of leveraged buyouts or mergers). In addition, an issuer may be eliminated from the Index if it is the subject of certain unexpected adverse developments (such as the sudden pendency of bankruptcy proceedings). The issuer will be eliminated from the Index if such a development is to lead to its elimination at the next quarterly revision because of the reduction in market capitalization below the minimum capitalization for inclusion in the Index resulting from the announcement of such development. Investment Objective The investment objective of Quantus Equity Portfolio is long-term capital appreciation through investment on an equal- weighted basis primarily in a diversified portfolio of common stocks of approximately 50 major capitalization companies that are included in the Index. There can be no assurance that Quantus Equity Portfolio will achieve its investment objective. The Investment Adviser intends to employ a quantitative systematic approach to the allocation of the assets of Quantus Equity Portfolio between equity securities and money market securities and to the selection of equity securities for investment. Under this approach, which has been extensively back- tested by the Investment Adviser, such allocations and selections will be based on a review of certain macroeconomic data and certain financial criteria which the Investment Adviser believes relevant to identifying the current status of the equity market cycle and the future performance of particular securities. It is expected that over each market cycle the average portion of the Portfolio's assets which will be invested in equity securities will be 90% (with a maximum of 100%). When the Investment Adviser believes, based on a review of certain macroeconomic data and financial criteria, that the stock market is likely to experience a downturn, up to 50% of the assets of the Portfolio may be invested temporarily in money market securities. Once the Investment Adviser has reached a conclusion as to the allocation of assets based on a review of macroeconomic data and financial criteria, the selection of the individual securities in which the assets of the Portfolio allocated to equity securities will be invested will be based on an assessment of three critical factors which, according to backtests carried out by the Investment Adviser, have independent value and meaningful and reliable predictive power. These critical factors are: (a) Value - A measure of current market prices relative to expected earnings growth for each individual stock. (b) Price Momentum - An evaluation of market price trends for each stock. (c) Earnings Momentum - A measure of the trends in earnings expectations issued by all major analysts following a particular stock. These three factors are used to produce rankings of the common stocks comprising the Index. Based on an analysis of these rankings, the Investment Adviser selects a list of approximately 50 stocks generally considered by the Investment Adviser to offer value as well as attractive price and earnings momentum. The portion of Quantus Equity Portfolio's assets allocated to equity securities is invested in equal amounts in those approximately 50 stocks. The normal frequency of portfolio rebalancings is monthly. Between these normal rebalancings, however, the Investment Adviser may decide to undertake adjustments as required by any specific circumstances. Other Investment Policies Money Market Securities. The only money market securities in which Quantus Equity Portfolio will invest are U.S. Treasury bills, certificates of deposit, time deposits, bankers' acceptances, commercial paper and repurchase agreements. Quantus Equity Portfolio only will invest in a certificate of deposit or bankers' acceptance issued by a commercial bank which is organized and operating in the United States, has total assets of at least one billion dollars and is a member of the Federal Deposit Insurance Corporation. In addition, Quantus Equity Portfolio only will invest in commercial paper rated A-1 by Standard & Poor's Ratings Group or Prime-1 by Moody's Investors Service, Inc. Investment Restrictions. The Trust has adopted certain restrictions and policies relating to the investment of the assets and the activities of Quantus Equity Portfolio which are fundamental policies of the Trust and may not be changed without the approval of the holders of a majority of the Portfolio's outstanding voting securities. Among the more significant restrictions, Quantus Equity Portfolio may not (1) invest 25% or more of its total assets in the securities of issuers in any particular industry (other than U.S. Government securities or Government agency securities); or (2) purchase the securities of any one issuer, other than the U.S. Government, if immediately after such purchase, more than 5% of the value of its total assets would be invested in such issuer. Other restrictions are set forth in the SAI under the caption "The Quantus Equity Portfolio and Its Objective and Policies - Investment Restrictions." In addition, as described in the SAI, Quantus Equity Portfolio may invest in repurchase agreements and may borrow amounts up to 10% of its net assets for temporary emergency purposes and it may pledge its assets in connection with such borrowings. INVESTMENT ADVISER The investment adviser to the Portfolio is Paribas Asset Management, Inc. The Investment Adviser, subject to the general supervision of the Trust's Board of Trustees, renders investment advice to the Portfolio and is responsible for the overall management of its business affairs. The Investment Adviser receives a fee equal to 0.65% of the average daily net assets of the Quantus Equity Portfolio. This fee is calculated daily and paid monthly. The Investment Adviser has agreed that it will bear any expense of the Portfolio (exclusive of interest, taxes, brokerage expenses and extraordinary items) for any fiscal year in which expenses of the Portfolio exceed the most stringent expense limitation imposed by state securities regulations applicable to the Trust. As of the date of this report, the most restrictive expense limitation provides that annual expenses (as defined) may not exceed 2.5% of the first $30 million of average net assets, 2% of the next $70 million of average net assets and 1.5% of the remaining average net assets. For the year ended December 31, 1995, the Investment Adviser waived a portion of its management fees. The principal business address of the Investment Adviser is 787 Seventh Avenue, New York, New York 10019. It is a majority- owned subsidiary of Paribas North America, Inc., which in turn is a subsidiary of Compagnie Financiere de Paribas. The Investment Adviser is part of the Paribas Group, a multinational financial institution with assets in excess of $100 billion and offices in nearly 60 countries. The Investment Adviser was organized in the United States in 1984. The Investment Adviser and its affiliates currently advise over $44 billion in private or foreign investment companies as well as numerous pension funds and other institutional investors. Securities held by Quantus Equity Portfolio may also be held by other funds for which the Investment Adviser may act as an adviser or by investment advisory clients of the Investment Adviser. If purchases or sales of securities for the Quantus Equity Portfolio or other funds for which the Investment Adviser acts as an investment adviser or for its other advisory clients arise for consideration at or about the same time, transactions in such securities will be made, insofar as feasible, for the respective funds and clients in a manner deemed equitable to all. To the extent that transactions on behalf of more than one client of the Investment Adviser during the same period may increase the demand for securities being purchased or the supply of securities being sold, there may be an adverse effect on price or volume. Portfolio Manager. Hubert Goy, Senior Investment Officer of Paribas Asset Management, Inc., has been primarily responsible for management of the Portfolio's assets since April, 1996. Prior to April 1996, he was Senior Vice President to Paribas Asset Management S.A., since January 1984; Senior Investment Oficer to Paribas Asset management, Inc. since January 1988 and Vice President to Banque Paribas from December 1983 to February 19983. The Portfolio Manager's management discussion and analysis and additional performance information regarding the Portfolio during the fiscal year ended December 31, 1995 is included in the Trust's Annual Report for 1995. A copy of the Annual Report may be obtained upon request, without charge, by writing or calling the Trust at the address or phone number located on page one of this Prospectus. Expenses. For the year ended December 31, 1995, total expenses incurred by the Portfolio amounted to $67,192 (representing 2.50% of its average net assets). The Investment Advisory Agreement between the Trust and the Investment Adviser obligates the Investment Adviser to provide investment advisory services and to pay all compensation of and furnish office space for officers and employees of the Trust connected with economic and investment research and trading and investment management of Quantus Equity Portfolio, as well as the fees of all trustees of the Trust who are affiliated persons of the Investment Adviser. Each portfolio of the Trust, including Quantus Equity Portfolio, pays all other expenses incurred in its operation and a portion of the Trust's general administrative expenses allocated daily on the basis of the asset size of the respective portfolios. Expenses that will be borne directly by the portfolios include redemption expenses, expenses of portfolio transactions, shareholder servicing costs, expenses of registering the shares under Federal and state securities laws, pricing costs (including the daily calculation of net asset value), interest, certain taxes, charges of the custodian and transfer agent and other expenses attributable to a particular portfolio. Expenses that will be allocated on the basis of size of the respective portfolios include trustees' fees, legal expenses, state franchise taxes, auditing services, costs of printing proxies, shareholder reports and prospectuses and SAIs (except to the extent paid by the Distributor), SEC fees, accounting costs and other expenses properly payable by the Trust and allocable on the basis of size of the respective portfolios. Depending upon the nature of the lawsuit, litigation costs may be directly applicable to a portfolio or allocated on the basis of the size of the respective portfolios. The Board of Trustees of the Trust has determined that this is an appropriate method of allocation of expenses. As required by the distribution agreement between the Trust and the Distributor, the Distributor will pay certain of the expenses of the Trust incurred in connection with the offering of shares of the portfolios of the Trust, including the expense of printing the prospectuses used in connection with the continuous offering of such shares. See "Purchase of Shares - Plan of Distribution" for a description of the distribution fee to be received by the Distributor. ADMINISTRATOR First Data Investor Services Group, Inc. (the "Administrator"), a wholly owned subsidiary of First Data Corporation located at One Exchange Place, Boston Massachusetts 02109, serves as Administrator to the Trust pursuant to an agreement with the Trust (the "Administration Agreement"). The Trust pays the Administrator for services rendered by the Administrator to the Portfolio, an aggregate monthly fee computed at an annual rate equal to .25 of 1% calculated on the Portfolio's net assets and paid monthly, subject to a minimum annual fee of $260,000 for the Trust. Pursuant to the Administration Agreement, subject to the overall authority of the Board of Trustees in accordance with Massachusetts law, the Administrator will assist in certain aspects of the Trust's and the Portfolio's administration and operation. Among other things, the Administrator will provide to the Portfolio statistical and research data, clerical help and accounting, data processing, bookkeeping, internal auditing, corporate secretarial services and certain other services (including calculation of the net asset value of the Portfolio's shares) required by the Portfolio, prepare reports to shareholders and prepare tax returns and reports to and filings with the SEC and State Blue Sky authorities. MANAGEMENT The Trustees of the Trust consist of four individuals, three of whom are not "interested persons" of the Trust as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). The Trustees of the Trust are responsible for the overall supervision of the operations of the Trust and perform the various duties imposed on the trustees of investment companies by the 1940 Act. The Trustees will elect officers annually. The Trustees of the Trust and their principal employment are as follows: GEOFFREY H. MOORE - Director, Center for International Business Cycle Research, Graduate School of Business, Columbia University, since 1983. THOMAS C. PRYOR - Director and Vice President, Yeager, Wood and Marshall Incorporated, since 1991 and 1992, respectively; Consultant, Yeager, Wood and Marshall Incorporated, from 1986 to 1992. JOHN W. ENGLISH - Investment Consultant; Private Investor; Vice President and Chief Investment Officer, The Ford Foundation, from 1981 to 1993. ALAIN LECLAIR* - Chairman of the Investment Adviser since February 1986; President of the Investment Adviser from 1984 to February 1986. As described under the caption "Investment Adviser," the Investment Adviser has assumed responsibility for the actual management of the business affairs of the Portfolio, subject to the general supervision of the Trust's Board of Trustees. The responsibility for making decisions to buy, sell or hold a particular security rests with the Investment Adviser. The Investment Adviser performs certain of the other administrative services and provides all the office space, facilities, equipment and necessary personnel for investment management of Quantus Equity Portfolio. Each Trustee who is not an officer or employee of the Investment Adviser or its affiliates will receive an annual fee from the Trust of $10,000, payable in four equal quarterly installments of $2,500 each. All Trustees are reimbursed for any expenses incurred in attending meetings of the Board of Trustees of the Trust or of any committee thereof. No officer or employee of the Investment Adviser or its affiliates receives any compensation from the Trust for acting as a trustee or officer of the Trust. The Trust has no employees other than its officers, all of whom are compensated by the Investment Adviser. For the year ended December 31, 1995, the Portfolio's portion of the Trustees' fees was waived. PURCHASE OF SHARES Shares of the Quantus Equity Portfolio may be purchased directly from the Distributor, or through any securities dealer having a selected dealer agreement with the Distributor. The public offering price for shares of the Quantus Equity Portfolio is the net asset value per share. There is no sales charge for the purchase of shares. As discussed under "Redemption of Shares - -Contingent Deferred Charge" below, a contingent deferred charge may be imposed under certain circumstances upon the redemption of shares. Purchases of shares are made at the public offering price next determined after receipt of an order by the Portfolio's transfer agent, Unified Advisers Inc. (the "Transfer Agent"), a subsidiary of Unified Holdings, Inc.. The public offering price is the net asset value per share. Net asset value per share will be determined in the manner set forth under "Net Asset Value." The minimum initial purchase in Quantus Equity Portfolio is $5,000. The minimum subsequent purchase of shares of the Portfolio is $2,000. Quantus Equity Portfolio is designed for, and should only be considered an appropriate investment for, institutional investors, such as tax-qualified retirement and pension plans, profit-sharing plans, 401(k) plans, trustees of Keogh plans or Individual Retirement Accounts (including Individual Retirement Account rollovers), charitable and educational endowments and sophisticated individuals. How to Buy Shares. To purchase shares of Quantus Equity Portfolio, an investor must complete and sign the Account Application on page 15 and pay for the shares being purchased. No redemptions will be permitted until a complete application is on file. Payment may be by mail or by wire. Purchase by Mail. Purchase by mail may be by check or federal reserve draft for the purchase price sent to Paribas Trust for Institutions, c/o Unified Advisers, Inc., together with the case of a new account, a completed Account Application (see page 15). Checks and federal reserve drafts should be made payable to Paribas Trust for Institutions. Certified checks are not necessary, but checks are accepted subject to collection at full face value in United States funds and must be drawn on a United States bank. If an investor purchases shares by check, payment of the proceeds of redemption of such shares may be delayed until the Trust is reasonably satisfied that the investment has been collected (which will take up to 15 days after the purchase of the shares). If the Trust is unable to collect upon the full face value of an investor's check, the purchase order will be cancelled and the investor may be liable for any losses or fees incurred. Purchase by Wire. Purchase by wire may be made through a bank or Federal Funds wire. To purchase shares of the Quantus Equity Portfolio by wire, the investor must have an application on file and must telephone the Transfer Agent, at 800-445-1326 to confirm the wire. The initial purchase by an investor may be made by wire provided that the investor has an application on file. On the telephone the following information will be requested by the Transfer Agent: name(s) in which the account is registered, account number, amount being wired and wiring bank. Instructions should then be given by the investor to its bank to wire the specified amount, along with the account name(s) and number to: Boston Safe Deposit & Trust Company ABA/ROUTING #011001234 ACCOUNT #16-676-6 ATTENTION: PARIBAS TRUST FOR INSTITUTIONS (QUANTUS EQUITY MANAGED PORTFOLIO) General. All funds will be fully invested in full and fractional shares. The issuance of shares is recorded on the books of the Trust. The Transfer Agent will send to each shareholder of record a statement of shares of Quantus Equity Portfolio owned after each purchase or redemption transaction relating to such shareholder. As to purchase orders received by selected dealers prior to the close of the New York Stock Exchange (the "Exchange"), which includes orders received after the close on the previous day, the applicable offering price will be based on the net asset value determined as of the close of the Exchange on the day the order is placed with the Transfer Agent provided the order is received by the Transfer Agent prior to 4:00 P.M., New York time, on that day. Selected dealers have a responsibility to transmit orders promptly and may charge a fee for transmitting orders. Any order may be rejected by the Distributor or the Trust. Neither the Distributor nor the dealers are permitted to withhold placing orders to benefit themselves by a price change. The Trust reserves the right to suspend the sale of its shares to the public in response to conditions in securities markets, or otherwise. Distribution Agreement. The Distributor is the principal underwriter and distributor of shares of the Portfolio and is an affiliate of the Investment Adviser. The Distributor is located at 787 Seventh Avenue, New York, New York 10019. The Distributor makes a continuous offering of the Portfolio's shares and bears the costs and expenses of printing and distributing any copies of any prospectuses and annual and interim reports of the Trust (after such items have been prepared and set in type) which are used in connection with the offering of shares to selected dealers or investors, and the cost and expenses of preparing, printing and distributing any other literature used by the Distributor or furnished by it for use by selected dealers in connection with the offering of the shares for sale to the public. The Distributor will be compensated for its services under the Distribution Agreement pursuant to the Plan of Distribution discussed below. In addition, the Distributor will receive the contingent deferred sales charge described below, and any amount so received will not offset amounts to be paid to the Distributor under the Plan of Distribution. Plan of Distribution. The Trust has adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act (the "Plan") under which Quantus Equity Portfolio will pay the Distributor for its services a fee equal to 1% of the average of its daily net assets to compensate the Distributor for services provided under the Distribution Agreement, including payments made by the Distributor to selected dealers with respect to sales of shares of Quantus Equity Portfolio and for expenses incurred in promoting the sale of shares, such as printing and advertising (which at this time are the only promotional expenses expected to be incurred by the Distributor under the Distribution Agreement). Such services will be designed primarily to promote the sale of shares of the Quantus Equity Portfolio. The fee shall be calculated daily and paid monthly. Under the Distribution Agreement, the Distributor may pay to selected dealers a commission of up to 4% of the purchase price of shares of the Quantus Equity Portfolio. As a result of these commission payments made by the Distributor, it is likely that the expenses paid by the Distributor during the early years of the Plan will exceed the fees received by the Distributor under the Plan; while it is possible that during the later years of the Plan the fees paid by the Trust to the Distributor under the Plan will exceed the Distributor's expenses. As of December 31, 1995, the sum of the fees paid to the Distributor under the Plan over the life of the Quantus Equity Portfolio and the Deferred Charges received by the Distributor during the same period (see "Redemption of Shares - - Contingent Deferred Charge" below) exceeded commission payments made by the Distributor to selected dealers during that period by $9,778. If the Plan is terminated in accordance with its terms, the obligation of the Trust to make payments to the Distributor pursuant to the Plan will cease and the Trust will not be required to make any payments past the date the Plan terminates. The Trust suspended payments under the Plan as of January 1, 1994, and therefore no fees were paid or payable to the Distributor pursuant to the Plan for the year ended December 31, 1995. NET ASSET VALUE The net asset value per share of Quantus Equity Portfolio is calculated as of the close of trading on the Exchange each business day (i.e., Monday through Friday) that the Exchange is open for trading. The Exchange is closed on the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The net asset value per share for Quantus Equity Portfolio is computed by dividing the sum of the value of the portfolio securities held by the Portfolio plus any cash or other assets minus all liabilities by the total number of shares of the Portfolio outstanding at such time, rounded to the nearest cent. Expenses are accrued daily. Securities listed or traded on a national securities exchange are valued at the last quoted sales price on the day the valuations are made. Listed securities that are not traded on a particular day, and securities regularly traded in the over-the- counter market, are valued at the price within the limits of the latest bid and asked prices deemed by the Trustees, or by persons delegated by the Trustees, best to reflect fair value. Other assets and securities are valued in a manner determined in good faith by the Trustees, or their delegates, to reflect their fair value. REDEMPTION OF SHARES Shareholders have the right to require the Trust to redeem their shares upon receipt of a written request in proper form. The redemption price of shares of the Quantus Equity Portfolio is the net asset value per share of the Portfolio next determined after the initial receipt by the Transfer Agent of proper notice of redemption. If a shareholder redeems all of the shares in its account, it will receive, in addition to the net asset value of the shares redeemed, a separate check representing all dividends declared but unpaid. If a shareholder redeems a portion of the shares in its account, the dividends declared but unpaid on the shares redeemed will be distributed on the next dividend payment date. Contingent Deferred Charge. A contingent deferred sales charge (the "Deferred Charge") may be imposed upon redemption of shares by an investor. Upon redemption of shares of the Portfolio by an investor, the investor will be deemed to be redeeming those shares upon which, in accordance with the table below, the lowest Deferred Charge is payable. No Deferred Charge will be imposed, however, to the extent that the net asset value of the shares redeemed does not exceed (a) the current net asset value of shares for which, in accordance with the table below, no Deferred Charge is payable, plus (b) the current net asset value of shares purchased through reinvestment of dividends or capital gains distributions, plus (c) increases in the net asset value of the investor's shares for which, in accordance with the table below, a Deferred Charge would be payable above the total amount of payments for the purchase of such shares. The Deferred Charge will be paid to and retained by the Distributor. In determining the applicability of a Deferred Charge to each redemption, the amount which represents the net asset value of the investor's shares purchased through reinvestment of dividends or distributions will be redeemed first. In the event the redemption amount exceeds the amount of such shares, the next portion of the amount redeemed will be the amount which represents the net asset value of the investor's shares for which, in accordance with the table below, no Deferred Charge is imposed and/or shares which represent an increase in the net asset value of the investor's shares for which a Deferred Charge is imposed above the amount of the total payments for the purchase of such shares. The amount of the Deferred Charge, if any, will vary depending on the number of years from the time of payment for the purchase of shares to the time of redemption of such shares and upon the amount invested in shares. The following table sets forth the rates of the Deferred Charge: Amount of Deferred Charge as a percent of the amount redeemed if redemption occurs within: Year 1 Year 2 Year 3 Year 4 Year 5 Up to $250,000 4.0% 3.0% 2.0% 1.0% 0.0% Over $250,000 to $1,000,000 2.5 1.5 1.0 0.0 0.0 Over $1,000,000 to $4,000,000 1.0 0.0 0.0 0.0 0.0 Over $4,000,000 to $10,000,000 0.5 0.0 0.0 0.0 0.0 Over $10,000,000 0.35 0.0 0.0 0.0 0.0 With respect to an investor who has purchased shares of the Quantus Equity Portfolio on more than one occasion, the Deferred Charge with respect to any shares being redeemed by that investor will be determined on the basis that the "Amount Invested" in the table above for any particular share being redeemed will equal the total purchase price of all shares in the Quantus Equity Portfolio held by that investor immediately after the purchase of that share. In addition, for purposes of determining the "Amount Invested," shares in the Portfolio held by an investor will be aggregated. For example, if an investor purchases $200,000 of shares, does not redeem any of those shares and four months later purchases an additional $75,000 worth of shares, the Deferred Charge with respect to the first purchase will be determined by reference to the "Up to $250,000" line in the table, while the Deferred Charge with respect to the second purchase (after which the investor will have purchased $275,000 of shares) will be determined by reference to the "Over $250,000 to $1,000,000" line in the table. To the extent that an investor is redeeming shares for which a Deferred Charge will be imposed, the investor will be deemed to be redeeming those shares for which the lowest charge will be imposed. For example, if an investor initially purchased $600,000 of shares in the Portfolio and two months later purchased an additional $600,000 of shares (so that at the time of the second purchase the investor's total purchases amounted to $1,200,000) and then two years after the second purchase (and assuming for ease of illustration that there have been no dividends or distributions on the shares and that there has been no change in net asset value of the shares) redeems $700,000 worth of shares, the investor will be deemed to be redeeming all $600,000 worth of shares purchased in the second purchase (for which after two years after the purchase there is no Deferred Charge) and $100,000 worth of the shares purchased in the first purchase (for which at that time there is a l% Deferred Charge). Alternatively, if an investor initially purchased $200,000 of shares of the Portfolio and 25 months later purchased another $200,000 worth of shares of the Portfolio and then one year after the second purchase redeemed $250,000 worth of shares (assuming again no dividends or distributions are paid on the shares and that there has been no change in the net asset value of the shares) the investor will be deemed to be redeeming all $200,000 worth of the shares initially purchased (for which a 1% Deferred Charge will be imposed) and $50,000 of the shares purchased in the second purchase (for which a 1.5% Deferred Charge will be imposed). Redemption. A shareholder wishing to redeem shares of the Quantus Equity Portfolio may do so without charge, except in those cases where the Deferred Charge is applicable, by tendering a written request for redemption in proper form as explained below, directly to the Transfer Agent, c/o Paribas Trust for Institutions, together with the certificates, if any, issued for such shares. To be in proper form, the redemption request requires the signature(s) of all persons in whose name(s) the shares are registered, signed exactly as their name(s) appear on the Transfer Agent's register or on the certificate(s), as the case may be. In addition, the signatures on the notice must be guaranteed by a commercial bank which is a member of the FDIC or a trust company or by a member firm of a national or regional securities exchange. A notary public, savings bank or savings and loan association is not an acceptable guarantor. In certain instances, the Transfer Agent may require that the request also be accompanied or followed by additional documents, such as trust instruments, death certificates, appointments as executor or administrator, or certificates of corporate authority. Payment of redemption proceeds will be mailed within seven days of receipt by the Transfer Agent of a proper notice of redemption. At various times the Trust may be requested to redeem shares for which it has not yet received good payment. The Trust may delay or cause to be delayed the mailing of a redemption check for a period of up to 15 days until it is assured that good payment (e.g., cash or certified check drawn on a United States bank) has been collected for the purchase of such shares. Repurchase. The Trust will also repurchase shares of the Quantus Equity Portfolio through a shareholder's listed securities dealer. The Trust will normally accept orders to repurchase shares by wire or telephone from dealers for their customers at the net asset value next computed after receipt of the order by the dealer, provided that the request for repurchase is received by the dealer prior to the close of business on the New York Stock Exchange on the day received and is received by the Trust from such dealer not later than 4:00 P.M., New York time, on the same day. Dealers have the responsibility of submitting such repurchase requests to the Trust not later than 4:00 P.M., New York time, in order to obtain that day's closing price. These repurchase arrangements are for the convenience of shareholders and do not involve a charge by the Trust except in those cases where the Deferred Charge is applicable; however, securities dealers may impose a charge on the shareholder for transmitting the notice of repurchase to the Trust. The Trust reserves the right to reject any order for repurchase. For shareholders requesting repurchases through their listed securities dealer, payment for shares will be made by the Transfer Agent directly to the shareholder or dealer within seven days of the proper tender of the certificates, if any, and stock power or letter requesting repurchase, in each instance with signatures guaranteed as noted above. The value of shares at the time of redemption may be more or less than the shareholder's cost, depending on the market value of the portfolio securities held by the Portfolio at such time. DIVIDENDS, DISTRIBUTIONS AND TAXES Dividends and Distributions. It is the Trust's intention to continue to distribute substantially all of the net investment income, if any, of the Quantus Equity Portfolio. For dividend purposes, net investment income will consist of all payments of dividends, interest and net realized short-term capital gains received by the Portfolio less its estimated expenses. Dividends from net investment income of the Portfolio are declared annually in additional full and fractional shares of the Portfolio at net asset value unless the shareholder elects to receive such dividends in cash. In general, all net realized long-term capital gains of the Portfolio, if any, are distributed annually after the close of the Trust's fiscal year. Unless a shareholder elects to receive dividends or distributions of the Portfolio in cash, dividends and capital gains distributions are automatically reinvested in shares of the Portfolio at a price equal to the net asset value per share of the Portfolio on the day such dividend or distribution is paid. See "Shareholder Services - Reinvestment of Dividends and Capital Gains Distributions" for information as to how to elect either dividend reinvestment or cash payments. Dividends and distributions are taxable to shareholders and subject to income tax whether they are reinvested or received in cash. Taxes. The Trust has in the past elected the special tax treatment afforded regulated investment companies under the Internal Revenue Code of 1986, as amended (the "Code"). The Portfolio believes that it has qualified for such treatment and intends to continue to qualify therefor. If it so qualifies, in any fiscal year with respect to which it distributes at least 90% of its net investment income, the Portfolio (but not its shareholders) will be relieved of Federal income tax on the amount distributed. The Portfolio contemplates declaring as dividends 100% of its net investment income. See "Dividends and Distributions." If in any taxable year the Portfolio does not qualify as a regulated investment company, all of its taxable income and gains will be taxed to the Portfolio at corporate rates. Dividends and distributions will be taxable to shareholders as ordinary income or long-term capital gains, whether received in cash or reinvested in additional shares of the Portfolio. Each shareholder will be sent a statement which will include the amount of dividends paid and will identify whether such dividends represent ordinary income or long-term capital gains. The SAI describes the effect of other provisions of the Code on the Portfolio and its shareholders. Investors are urged to consult their attorneys or tax advisers regarding specific questions as to federal, foreign, state or local taxes. PORTFOLIO TRANSACTIONS The Trust has no obligation to deal with any dealer or group of dealers in the execution of transactions in portfolio securities. Subject to policy established by the Trustees of the Trust, the Investment Adviser is primarily responsible for the portfolio decisions of the Portfolio and for placing its portfolio transactions. It is the policy of the Trust to obtain the best net results taking into account such factors as price (including the applicable dealer spread), the size, type and difficulty of the transaction involved, the firm's general execution and operational facilities, the firm's risk in positioning the securities involved and the provision of supplemental investment research, in most cases consisting of quantitative investment research. While the Investment Adviser generally seeks reasonably competitive spreads or commissions, the Portfolio will not necessarily be paying the lowest spread or commission available. Consistent with the policy of the Portfolio to select brokers based on the brokers' ability to get the best price in the market and on the quality of the research provided, the Portfolio will also on occasion effect transactions through brokers which have been instrumental in the sale of shares of the Portfolio. SHAREHOLDER SERVICES The Trust offers a number of shareholder services designed to facilitate investment in its shares at no extra cost to the investor. Below is a description of such services. Full details as to each such service and copies of the various plans described below can be obtained from the Trust. Investment Account. Every shareholder has an Investment Account and will receive from the Transfer Agent transaction reports after each share transaction and dividend reinvestment. After the end of each year, each shareholder will receive Federal income tax information regarding dividends and capital gains distributions. Reinvestment of Dividends and Capital Gains Distributions. Unless specific instructions are given on the application form as to the method of payment of dividends and capital gains distributions, they will automatically be reinvested in additional shares of the Portfolio. Such reinvestment will be at the net asset value of the shares of the Portfolio as of the close of business on the day on which the dividend or distribution is paid. Shareholders may elect in writing to receive either their income dividends or capital gains distributions, or both, in cash, in which event payment will be mailed by the Transfer Agent as soon as practicable after the payment date. Shareholders may, at any time, notify the Transfer Agent in writing that they no longer wish to have their dividends and/or distributions reinvested in shares or vice versa and, immediately upon receipt by the Transfer Agent of such notice, those instructions will be effected. ADDITIONAL INFORMATION Organization of Trust. The Trust, a Massachusetts business trust, was organized on September 16, 1985 as a diversified open-end management investment company. Description of Shares. The Declaration of Trust provides that the Trust will be comprised of separate series each of which will consist of a separate portfolio which will issue a separate series of shares. The Trustees are authorized to create an unlimited number of series and, with respect to each series, to issue an unlimited number of full and fractional shares of a single class and to divide or combine the shares into a greater or lesser number of shares without thereby changing the proportionate beneficial interests in the series. All shares have equal voting rights, except that only shares of the respective series are entitled to vote on matters concerning only that series. At the date of this prospectus, there are no existing series of the Trust other than Quantus Equity Managed Portfolio and Quantus II. Each share of a series of the Trust has equal dividend, distribution, liquidation and voting rights with other shares of that series. Each issued and outstanding share of a series is entitled to one vote and to participate equally in dividends and distributions declared by the Trust out of that series and in net assets of the series remaining upon liquidation or dissolution after satisfaction of outstanding liabilities. The shares of each series of the Trust, when issued, will be fully paid and non- assessable, have no preference, preemptive, conversion, exchange or similar rights, and will be freely transferable. There will normally be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees holding office have been elected by shareholders, at which time the Trustees then in office will call a shareholders' meeting for the election of Trustees. Shareholders may, in accordance with the Declaration of Trust, cause a meeting of shareholders to be held for the purpose of voting on the removal of Trustees. Meetings of the shareholders will be called upon written request of shareholders holding in the aggregate not less than 10% of the outstanding shares having voting rights. Except as set forth above, the Trustees will continue to hold office and appoint successor Trustees. Shares do not have cumulative voting rights and the holders of more than 50% of the shares of the Trust voting for the election of Trustees can elect all of the Trustees of the Trust if they choose to do so and in such event the holders of the remaining shares would not be able to elect any Trustees. Shareholders are entitled to redeem their shares as set forth under "Redemption of Shares." The authorized capital stock of the Trust consists of an indefinite number of shares of beneficial interest, having a par value of $0.10 per share. Custodian, Transfer and Dividend Disbursing Agent. Boston Safe Deposit and Trust Company, located at One Boston Place, Boston, Massachusetts 02108, serves as the Portfolio's custodian. Unified Advisers, Inc., located at 429 North Pennsylvania Street, Indianapolis, Indiana 46204, serves as the Portfolio's transfer agent and dividend disbursing agent. First Data Investor Services Group, Inc. maintains the Portfolio's accounting records. Counsel and Auditor. Rogers & Wells, special securities counsel to the Trust, passes upon legal matters for the Trust in connection with the shares offered by this Prospectus. Arthur Andersen LLP is the independent public accountant of the Trust. Miscellaneous. The Trust issues to its shareholders semi- annual reports containing unaudited financial statements and annual reports containing financial statements examined by the Trust's auditors. This Prospectus does not contain all the information included in the Registration Statement filed with the SEC under the Securities Act of 1933 with respect to the securities offered hereby, certain portions of which have been omitted pursuant to the rules and regulations of the SEC. The SAI, dated May 1, 1996, which forms a part of the Registration Statement, is incorporated by reference into this Prospectus. The SAI may be obtained without charge as provided on the cover page of this Prospectus. The Registration Statement including the exhibits filed therewith may be examined at the office of the SEC in Washington, D.C. The Declaration of Trust establishing the Trust, dated September 16, 1985, a copy of which, together with all amendments thereto (the "Declaration"), is on file in the Office of the Secretary of the Commonwealth of Massachusetts, provides that the name "Paribas Trust For Institutions" refers to the trustees under the Declaration collectively as trustees, but not as individuals or personally; and no trustee, shareholder, officer, employee or agent of the Trust may be held to any personal liability, nor may resort be had to their private property for the satisfaction of any obligation or claim otherwise in connection with the affairs of the Trust but the Trust's property only shall be liable. QUANTUS EQUITY MANAGED PORTFOLIO Account Application Mail to: Paribas Trust for Institutions c/o Unified Advisers, Inc. 429 N. Pennsylvania Street Indianapolis, Indiana 46204-1897 REGISTRATION: The account should be registered as follows: __________________________________________________________ Name of Account __________________________________________________________ Street __________________________________________________________ City State Zip Attention: FOR INDIVIDUALS ONLY: ___________________________________________________________ Occupation ___________________________________________________________ Name of Employer ___________________________________________________________ Street ___________________________________________________________ City State Zip CASH DIVIDENDS: Unless checked below, dividends or distributions of the Portfolio will be reinvested automatically in additional shares of the Portfolio. Check this box if dividends of investment income are to be paid in cash. Check this box if capital gains distributions are to be paid in cash. INITIAL INVESTMENT: The initial minimum investment is $5,000. Please establish an account with the enclosed ______________________________ check for $ _______ payable to the Paribas |___|___|___|___|___|___|___|___|___| Trust for Institutions. Taxpayer ID No. Citizen of U.S. Other (Please specify) (____)___________________ Area Code Telephone ________________________ * Under the Federal income tax law, you may be subject to certain penalties as well as withholding of tax at a 31% rate if you do not provide a correct number. The Internal Revenue Service requires us to withhold 31% from all dividends, capital gains, and liquidations unless you comply with two conditions: (1) you have given us your Social Security or Taxpayer ID Number (TIN), and (2) you have certified that you are not subject to backup withholding. CERTIFICATION: I ratify any instructions given pursuant to the authorizations described in this Application and agree that neither Paribas Trust for Institutions, Paribas Asset Management, Inc. nor First Data Investor Services Group, Inc. will be liable for any loss, cost or expense resulting from acting upon such authorizations or instructions (given by telephone or in writing) when believed to be genuine, nor will they incur any liability for any action committed or omitted in good faith. I am of legal age, have received and read the current Prospectus of Quantus Equity Managed Portfolio and agree to its terms. I understand the investment objective and program of Quantus Equity Managed Portfolio and have determined that Quantus Equity Managed Portfolio is a suitable investment based upon my investment needs and financial situation. Under penalties of perjury, I certify that (1) my Social Security or Taxpayer ID Number provided is correct or that I have applied for such a number and am waiting for it to be issued and (2) that I am not subject to backup withholding because either (a) I am exempt from backup withholding, or (b) I have not been notified that I am subject to backup withholding for failing to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. Strike out the language in clause (2) above if the IRS has notified you that you ARE subject to backup withholding and you have not since received notice from the IRS that backup withholding has terminated. _________________________ ______________________________ Signature Title _________________________ ______________________________ Signature Title FOR DEALER ONLY (Branch Office Address) We hereby authorize Distributor to act as our agent in connection with transactions under this authorization form. Dealer Name and Address By Authorized Signature of Dealer Branch A/E No. A/E Last Name This form when completed should be mailed to: Paribas Trust for Institutions c/o Unified Advisers, Inc. 429 N. Pennsylvania Street Dealer's Customer A/C No. Indianapolis, Indiana 46204-1897 Dealer's Telephone No. INVESTMENT ADVISER Paribas Asset Management, Inc. 787 Seventh Avenue New York, New York 10019 ADMINISTRATOR First Data Investor Services Group, Inc. One Exchange Place Boston, Massachusetts 02109 CUSTODIAN Boston Safe Deposit and Trust Company One Boston Place Boston, Massachusetts 02108 TRANSFER AGENT Unified Advisers, Inc. 429 N. Pennsylvania Street Indianapolis, Indiana 46204-1897 LEGAL COUNSEL Rogers & Wells 200 Park Avenue New York, New York 10166 AUDITORS Arthur Andersen LLP 1345 Avenue of the Americas New York, New York 10105 QUANTUS EQUITY MANAGED PORTFOLIO (A Portfolio of Paribas Trust for Institutions) ___________ PROSPECTUS ___________ INVESTMENT ADVISER Paribas Asset Management, Inc. 787 Seventh Avenue New York, New York 10019 DISTRIBUTOR Paribas Corporation 787 Seventh Avenue New York, New York 10019 May 1, 1996 This Prospectus should be retained for future reference. STATEMENT OF ADDITIONAL INFORMATION QUANTUS EQUITY MANAGED PORTFOLIO A Portfolio of PARIBAS TRUST FOR INSTITUTIONS 787 Seventh Avenue New York, New York 10019 For general information and purchases call (212) 841-3200 The Quantus Equity Managed Portfolio ("Quantus Equity Portfolio" or the "Portfolio") is a portfolio of the Paribas Trust for Institutions (the "Trust"), which is a professionally managed, diversified, open-end management investment company comprised of two portfolios. This Statement of Additional Information (the "SAI") of the Quantus Equity Portfolio is not a prospectus and should be read in conjunction with the Prospectus of the Quantus Equity Portfolio, dated May 1, 1996 (the "Prospectus"), which has been filed with the Securities and Exchange Commission (the "SEC") and is available upon oral or written request without charge. Copies of the Prospectus can be obtained by calling or by writing the Trust at the above telephone number or address. This SAI has been incorporated by reference into the Prospectus. The date of this SAI is May 1, 1996. TABLE OF CONTENTS Page Quantus Equity Portfolio and Its Objective and Policies 3 Management of the Quantus Equity Portfolio 5 Investment Advisory and Other Services 6 Portfolio Transactions 7 Purchase of Shares 8 Redemption of Shares 9 Taxes 9 Distributor 10 Financial Information 10 Issuers Comprising the Index 11 QUANTUS EQUITY PORTFOLIO AND ITS OBJECTIVE AND POLICIES Reference is made to "Quantus Equity Portfolio and Its Objective and Policies" in the Prospectus for a discussion of the investment objective and policies of the Quantus Equity Portfolio. The Trust is a diversified, open-end management investment company which was organized as a Massachusetts business trust. The shares offered by the Prospectus are shares of beneficial interest of Quantus Equity Portfolio, par value $0.10 per share. The Index. As described in the Prospectus, refinements are made to the major capitalization index (the "Index") by Paribas Asset Management, Inc. (the "Investment Adviser") as necessary to avoid over-representation of an industry, non-U.S. issuers, relatively illiquid issues and issuers with inadequate research coverage. As to liquidity, if trading volume of an issuer's common stock was not among the top 750 common stocks in trading volume during the previous quarter, such issuer is not included in the Index notwithstanding that it is in the top 500 in market capitalization. An issuer will be considered to have inadequate research coverage if fewer than seven security analysts regularly issue research reports regarding the issuer. Investment Restrictions. In addition to the investment restrictions set forth in the Prospectus, the Trust has adopted the following investment restrictions for the Quantus Equity Portfolio, none of which may be changed without the approval of a majority of the outstanding shares of the Portfolio, which for this purpose means the vote of (i) 67% or more of the Portfolio's shares present at a meeting, if the holders of more than 50% of the outstanding shares of the Portfolio are present or represented by proxy, or (ii) more than 50% of the Portfolio's outstanding shares, whichever is less. The Portfolio may not: (a) Make investments for the purpose of exercising control or management; (b) Purchase securities of other investment companies, except in connection with a merger, consolidation, acquisition or reorganization; (c) Invest in securities (other than securities issued by the U.S. Government or any of its agencies or instrumentalities) of any issuer if immediately after such acquisition the Portfolio would then own more than 10% of the voting securities of that issuer; (d) Invest in interests in oil, gas or other mineral exploration or development programs, commodities, or commodity contracts, except that the Portfolio may invest in securities of issuers which invest or deal in any of the above; (e) Invest in real estate or in interests in real estate, but the Portfolio may purchase readily marketable securities of companies holding real estate or interests therein; (f) Purchase any securities on margin, except for use of short-term credit necessary for clearance of purchases and sales of portfolio securities; (g) Make short sales of securities or maintain a short position or write, purchase or sell puts, calls, straddles, spreads or combinations thereof; (h) Make loans to other persons, provided that the Portfolio may purchase debt obligations in accordance with its investment objectives and policies and the Portfolio may make loans of portfolio securities provided, among other things, that the value of the securities loaned does not exceed 10% of the value of the Portfolio's net assets (the acquisition of bonds, debentures or other corporate debt securities which are not publicly distributed is considered to be the making of a loan under the Investment Company Act of 1940); (i) Borrow amounts in excess of 10% of the total assets of the Portfolio, taken at market value, and then only from banks as a temporary measure for extraordinary or emergency purposes (usually only "leveraged" investment companies may borrow in excess of 5% of their assets; however, the Portfolio will not borrow to increase income but only to meet redemption requests which might otherwise require untimely dispositions of portfolio securities. In addition, the Portfolio will not purchase securities while borrowings are outstanding); (j) Mortgage, pledge, hypothecate or in any manner transfer as security for indebtedness any securities owned or held by the Portfolio except as may be necessary in connection with borrowings mentioned in (i) above, and then such mortgaging, pledging or hypothecating may not exceed 10% of the Portfolio's total assets, taken at market value; (k) Invest in securities with legal or contractual restrictions on resale or for which no readily available market exists if, regarding all such securities, more than 5% of the total assets of the Portfolio (taken at market value) would be invested in such securities; (l) Act as an underwriter of securities, except insofar as the Portfolio may be deemed an underwriter under the Securities Act of 1933 in selling portfolio securities; and (m) Invest in securities of any one issuer with a record of less than three years of continuous operation, including predecessors, except obligations issued or guaranteed by the United States Government or its agencies. Repurchase Agreements. The Portfolio may invest in U.S. Government securities pursuant to repurchase agreements. Repurchase agreements may be entered into only with a member bank of the Federal Reserve System or primary dealer in U.S. Government securities. Under such agreements, the bank or primary dealer agrees, upon entering into the contract, to repurchase the security at a mutually agreed upon time and price, thereby determining the yield during the term of the agreement. This results in a fixed rate of return insulated from market fluctuations during such period. Except with regard to repurchase agreements secured by U.S. government securities, in the event of default or bankruptcy by the seller under a repurchase agreement construed to be a collateralized loan, the Trust may suffer time delays and incur costs or possible losses in connection with such transactions. Management expects that no more than 5 percent of the Portfolio's net assets will be subject to repurchase agreements during the coming year. Lending of Portfolio Securities. Subject to investment restriction (h) above, the Quantus Equity Portfolio from time to time may lend securities from its portfolio to brokers, dealers and financial institutions and receive as collateral cash or United States Treasury securities which at all times while the loan is outstanding will be maintained in amounts equal to at least 100% of the current market value of the loaned securities. Any cash collateral will be invested in short-term securities, which will increase the current income of the Portfolio making the loan. Such loans, which will not have terms longer than 30 days, will be terminable at any time. The Trust will have the right to regain record ownership of loaned securities to exercise beneficial rights such as voting rights, subscription rights and rights to dividends, interest or other distributions. The Portfolio may pay reasonable fees to persons unaffiliated with the Trust for services in arranging such loans. In the event of a default by the borrower, the Trust may suffer time delays and incur costs or possible losses in connection with the disposition of the collateral. The Trust expects that no more than 5 percent of the Portfolio's net assets will be committed to the lending of portfolio securities during the coming year. Portfolio Turnover. The Investment Adviser effects portfolio transactions without regard to holding period if, in its judgment, such transactions are advisable in light of a change in circumstances in general market, economic or financial conditions. As a result of its investment policies, the Portfolio may engage in a substantial number of portfolio transactions. The portfolio turnover rate is calculated by dividing the lesser of the Portfolio's annual sales or purchases of portfolio securities (exclusive of purchases or sales of securities the maturities of which at the time of purchase were one year or less) by the monthly average value of the securities in the portfolio during the year. High portfolio turnover results in correspondingly higher brokerage commissions and dealer spreads, both of which are borne directly by the Portfolio, and may increase the percentage of the Portfolio's distributions which are taxable to shareholders as ordinary income. For the years ended December 31, 1994 and 1995, the portfolio turnover rates were 120% and 141%, respectively. See "Portfolio Transactions" and "Taxes." MANAGEMENT OF QUANTUS EQUITY PORTFOLIO The Trustees and executive officers of the Trust, their ages and principal occupations for the last five or more years are set forth below. Unless otherwise noted, the address of each Trustee and officer is 787 Seventh Avenue, New York, New York 10019: Alain Leclair - Chairman of the Board and Trustee*, Age 56, Chairman of the Investment Adviser since February 1986. Geoffrey H. Moore - Trustee, Age 82, 475 Riverside Drive, New York, New York 10027; Director, Center for International Business Cycle Research, Graduate School of Business, Columbia University, since 1983. Thomas C. Pryor - Trustee, Age 76, 630 Fifth Avenue, New York, New York 10111; Director and Vice President, Yeager, Wood and Marshall Incorporated (investment counsel), since 1991 and 1992, respectively; Consultant, Yeager, Wood and Marshall Incorporated, from 1986 to 1992. John W. English - Trustee, Age 63, Investment Consultant; Private Investor; Vice President and Chief Investment Officer, The Ford Foundation, from 1981 to 1993. Kurt Braitberg - Secretary and Treasurer, Age 28, Manager, Portfolio Administration, Paribas Asset Management from 1994; Manager, Fund Accounting/Trade Settlements for Oppenheimer Management Corp. from October 1990 to June 1994. Pursuant to the terms of the Trust's Investment Advisory Agreement, the Investment Adviser pays all compensation of officers of the Trust as well as the fees of all Trustees of the Trust who are affiliated persons of the Investment Adviser. The Trust pays each unaffiliated Trustee an annual fee of $10,000, payable in four equal quarterly installments of $2,500 each. The Trust pays all Trustees the actual out-of-pocket expenses related to their attendance at meetings. No officer or employee of the Investment Adviser receives any compensation from the Trust for acting as a trustee or officer of the Trust. Trustee Compensation. There was no compensation paid to and no pensions or retirement benefits accrued for the Trustees for the fiscal year ended December 31, 1995. Officers of the Trust receive no compensation from the Trust. The Trustees waived the portion of their 1995 fees attributable to the Quantus Equity Portfolio. TOTAL COMPENSATION AGGREGATE FROM THE TRUST NAME OF PERSON COMPENSATION AND COMPLEX PAID AND POSITION FROM THE TRUST TO TRUSTEES John W. English $9694 $-0- Trustee Thomas C. Pryor $9694 $-0- Trustee Dr. Geoffrey Moore $9694 $-0- Trustee Alain Leclair $-0- $-0- Trustee As of April 22, 1996, the Trustees and officers of the Trust as a group owned less than 1% of the Portfolio's total shares outstanding. As of April 22, 1996, the following individuals or entities beneficially owned more than 5% of the outstanding shares: Quantus Equity Managed Portfolio: Amount of Name and Address of Owner Beneficial Ownership Percent of Portfolio FCP Cortal Monde 29% Attn: Thierry Deheuvels 34 Avenue De L'Opera 75002 Paris France John B. Stafford 9% and Linda Stafford TRST John B. Stafford Trust DTD 12/7/83 410 South Street Greenville, MI 48838-2253 INVESTMENT ADVISORY AND OTHER SERVICES The Trust has entered into an Investment Advisory Agreement with respect to the Quantus Equity Portfolio with the Investment Adviser. The principal business address of the Investment Adviser, Paribas Asset Management, Inc., is 787 Seventh Avenue, New York, New York 10019. While the Investment Adviser is at all times subject to the direction of the Board of Trustees of the Trust, under the investment advisory agreement, the Investment Adviser is responsible for the actual management of the Portfolio and reviews the holdings in light of its own research analysis and analyses from other relevant sources. The responsibility for making decisions to buy, sell or hold a particular security rests with the Investment Adviser. The Investment Adviser provides the portfolio manager for the Trust, who considers analyses from various sources, makes the necessary investment decisions and places transactions accordingly. The Investment Adviser is also obligated to perform certain administrative and management services for the Trust and is obligated to provide all the office space, facilities, equipment and personnel necessary to perform its duties under the agreement. Advisory Fee. As compensation for the services rendered by the Investment Adviser under the investment advisory agreement, the Trust pays the Investment Adviser a fee equal to 0.65% of the average daily net assets of the Portfolio. The fee is calculated daily and payable monthly. During the fiscal years ended December 31, 1995, 1994, and 1993, the investment adviser fees payable by the Portfolio to the Investment Adviser were $17,508 $19,275 and $21,368, respectively, pursuant to the investment advisory agreement. The Investment Adviser waived fees of $10,506 during the fiscal year ended December 31, 1995. Duration and Termination. Unless earlier terminated as described below, the investment advisory agreement will continue in effect from year to year if approved annually (a) by the Trustees of the Trust or by a majority of the outstanding voting shares of the Portfolio and (b) by a majority of the Trustees who are not parties to such contract or interested persons of any such party. Such contract terminates upon assignment and may be terminated without penalty on 60 days' written notice at the option of either party thereto or by the vote of the shareholders of the Portfolio. Operating Expenses. In the event the operating expenses of the Quantus Equity Portfolio (including the fees payable to the Investment Adviser but excluding taxes, interest, brokerage and extraordinary expenses), for any fiscal year exceed the expense limitations applicable to the Portfolio imposed by state securities laws or published any regulations thereunder, the Investment Adviser will reduce its fee to the extent of such excess and, if required pursuant to any such laws or regulations, will reimburse the Portfolio in the amount of such excess. At present the most restrictive expense limitation would require the Investment Adviser to reimburse the Portfolio if, during any fiscal year of the Portfolio, ordinary operating expenses exceed 2.5% of the Trust's first $30 million of average net assets, 2.0% of the Trust's next $70 million of average net assets and 1.5% of the Trust's average net assets in excess of $100 million. The payment of the management fee at the end of any month will be reduced or postponed so that there will not be any accrued but unpaid liability as a result of this expense limitation. The Investment Adviser waived a portion of its management fees for the year ended December 31, 1995. (See "Advisory Fee" above). Boston Safe Deposit and Trust Company, One Boston Place, Boston, Massachusetts 02108, is the Portfolio's custodian. Unified Advisers, Inc., 429 N. Pennsylvania Street, Indianapolis, Indiana 46204-1897 is the Portfolio's transfer agent and dividend disbursing agent. First Data Investor Services Group ("First Data") serves as the Portfolio's administrator and maintains the Portfolios' accounting records. See "Administrator" in the Prospectus for information concerning the provisions of the administrative agreement. For the fiscal year ended December 31, 1995, the Portfolio paid administrative fees of $7,314 to First Data. For the period May 6, 1994 through December 31, 1994, the Portfolio paid First Data administrative fees of $5,796. Prior to the close of business on May 6, 1994, The Boston Company Advisors, Inc. ("Boston Advisors"), an indirect wholly owned subsidiary of Mellon Bank Corporation, served as the Portfolio's administrator. For the period January 1, 1994 to May 5, 1994, the Portfolio paid Boston Advisors administrative fees of $1,604. For the fiscal year ended December 31, 1993, the Portfolio paid administrative fees of $4,931 to Boston Advisors. Rogers & Wells, counsel to the Trust, passes upon legal matters for the Trust in connection with the shares offered by the prospectus. Arthur Andersen LLP is the independent public accountant of the Trust. PORTFOLIO TRANSACTIONS The Portfolio has no obligation to deal with any dealer or group of dealers in the execution of transactions in portfolio securities. Subject to policy established by the Trustees, the Investment Adviser is primarily responsible for the portfolio decisions of the Portfolio and the placing of its portfolio transactions. In placing orders, it is the policy of the Portfolio to obtain the best net results, taking into account such factors as price (including the applicable dealer spread), the size, type and difficulty of the transaction involved, the firm's general execution and operational facilities, and the firm's risk in positioning the securities involved. While the Investment Adviser generally seeks reasonably competitive spreads or commissions, the Portfolio will not necessarily be paying the lowest spread or commission available. The cost of portfolio securities transactions of the Portfolio will primarily consist of brokerage commissions and dealer or underwriter spreads. The debt securities in which the Portfolio may invest will be traded primarily in the over-the-counter market. Where possible, the Portfolio will deal directly with the dealers who make a market in the securities involved except in those circumstances where better prices and execution are available elsewhere. Such dealers usually are acting as principal for their own account. On occasion, securities may be purchased directly from the issuer. Money market securities are generally traded on a net basis and do not normally involve either brokerage commissions or transfer taxes. Certain court decisions have raised questions as to whether investment companies should seek to "recapture" brokerage commissions and underwriting and dealer spreads by effecting their purchases and sales through affiliated entities. In order to effect such an arrangement, the Portfolio would be required to seek an exemption from the 1940 Act so that it could engage in principal transactions with affiliates. The Board of Trustees has considered the possibilities of seeking to recapture spreads for the benefit of the Portfolio and, after reviewing factors deemed relevant, has made a determination not to seek such recapture at this time. The Board will reconsider this matter from time to time. The Portfolio will take such steps as may be necessary to effect recapture, including the filing of applications for exemption under the 1940 Act, if the Trustees should determine that recapture is in the best interests of the Portfolio or otherwise required by developments in the law. While the Investment Adviser seeks to obtain the most favorable net results in effecting transactions in the portfolio securities of the Portfolio, brokers who provide supplemental investment research to the Investment Adviser may receive orders for transactions by the Portfolio. Such supplemental research services ordinarily consist of assessments and analysis of the business or prospects of a company, industry, or economic sector. If, in the judgment of the Investment Adviser, the Portfolio will be benefitted by such supplemental research services, the Investment Adviser is authorized to pay commissions to brokers furnishing such services which are in excess of commissions which another broker may charge for the same transaction. Information so received will be in addition to and not in lieu of the services required to be performed by the Investment Adviser under its Investment advisory agreement. The expenses of the Investment Adviser will not necessarily be reduced as a result of the receipt of such supplemental information. In some cases, the Investment Adviser may use such supplemental research in providing investment advice to its other investment advisory accounts. For the fiscal years ended December 31, 1995, 1994 and 1993, the Trust paid total brokerage commissions of $9,778, $11,000 and $13,663, respectively, in connection with the Portfolio's portfolio transactions. During the fiscal years ended December 31, 1995, 1994 and 1993, the Trust paid no brokerage commissions with respect to affiliated portfolio transactions. PURCHASE OF SHARES As described in the Prospectus, the shares of the Portfolio will be offered on a continuous basis, at a price equal to the net asset value per share. Net Asset Value. As is discussed in the Prospectus, the net asset value of the shares is calculated as of the close of trading on the New York Stock Exchange (the "Exchange") each day the Exchange is open for trading. The Exchange is not open for trading on the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The net asset value per share is computed by dividing the sum of the value of the portfolio securities held by the Portfolio plus any cash or other assets minus all liabilities by the total number of shares outstanding at such time, rounded to the nearest cent. Expenses are accrued daily. REDEMPTION OF SHARES Reference is made to "Redemption of Shares" in the Prospectus for a discussion of the redemption and repurchase rights of shareholders. The right to redeem shares or to receive payment with respect to any such redemption may only be suspended for any period during which trading on the Exchange is restricted as determined by the SEC or such Exchange is closed (other than customary weekend and holiday closings), for any period during which an emergency exists as defined by the SEC as a result of which disposal of portfolio securities or determination of the net asset value of the Portfolio is not reasonably practicable, and for such other periods as the SEC may by order permit for the protection of the shareholders of the Portfolio. TAXES Federal. Dividends will be taxable to shareholders as ordinary income, except for (a) such portion as may exceed a shareholder's ratable share of the Portfolio's earnings and profits as determined for tax purposes (which may differ from net income for book purposes), which excess will be applied against and reduce the shareholder's cost or other tax basis for his shares and (b) amounts representing distributions of net realized long-term capital gains, if any. If the amount described in (a) above were to exceed the shareholder's cost or other tax basis for his shares, the excess over basis would be treated as gain from the sale or exchange of such shares. Dividends and distributions are taxable as described, whether received in cash or reinvested in additional shares of the Portfolio. In order to qualify for tax treatment as a regulated investment company under the Internal Revenue Code of 1986, as amended (the "Code"), the Portfolio is required among other things, to derive less than 30% of its gross income from the sale or other disposition of stocks, securities, and certain options, futures or forward contracts held for less than three months. If in any taxable year the Portfolio does not qualify as a regulated investment company, all its taxable income and gains will be taxed to the Portfolio at corporate rates. The Code imposes a 4% nondeductible excise tax on a regulated investment company, such as the Portfolio, if it does not distribute to its shareholders during the calendar year an amount equal to at least 98% of the Portfolio's net investment income, with certain adjustments, for such calendar year, plus at least 98% of the Portfolio's capital gain net income for the 12-month period ending, as a general rule, on October 31 of such calendar year. For this purpose, any income or gain retained by the Portfolio that is subject to corporate income tax will be treated as having been distributed at year-end. In addition, an amount equal to any undistributed net investment income or capital gain net income from the previous calendar year must also be distributed to avoid the excise tax. The excise tax is imposed on the amount by which the Portfolio does not meet the foregoing distribution requirements. While the Portfolio intends to make distributions necessary to avoid imposition of the excise tax, there can be no assurance that sufficient amounts of taxable income and gain will be distributed to avoid imposition of the tax. Some shareholders may be subject to a 31% withholding on reportable dividends, capital gains distributions and redemption payments ("backup withholding"). Generally, shareholders subject to backup withholding will be certain non-corporate shareholders for whom a taxpayer identification number is not on file with the Portfolio or who, to the Trust's knowledge, have furnished an incorrect number. In order to avoid backup withholding, when establishing an account, such an investor must certify under penalties of perjury that such number is correct and that he is not subject to backup withholding. Any dividend declared by the Portfolio in October, November or December of any year and made payable to shareholders of record on a specified date in such a month will be deemed to be received by such shareholders on December 31 of such year and to be paid by the Portfolio not later than December 31 of such year if actually paid during the following January. Accordingly, these dividends will be taxable to shareholders in the year declared and not in the year in which shareholders actually receive the dividend. State and Local. Depending upon the extent of the Portfolio's activities in those states and localities in which its offices are maintained or in which its agents or independent contractors are located, the Portfolio may be subject to the tax laws of such states or localities. In addition, in those states and localities that have income tax laws, the treatment of the Portfolio and its shareholders under such laws may differ from their treatment under the Federal income tax laws. Under state or local law, distributions of net investment income may be taxable to shareholders as dividend income even though a portion of such distributions may be derived from interest on U.S. Government obligations which, if realized directly, would be exempt from such income taxes. Shareholders are advised to consult their tax advisers concerning the application of state and local taxes. DISTRIBUTOR The Trust has entered into a Distribution Agreement (the "Distribution Agreement") with Paribas Corporation (the "Distributor"). The Distribution Agreement provides that the Trust will indemnify the Distributor against civil liabilities, including liabilities incurred under the Securities Act of 1933. The Distribution Agreement is subject to the same renewal requirements and termination provisions described under "Investment Advisory and Other Services." Pursuant to the terms of the Distribution Agreement, the Distributor serves as the principal underwriter and distributor of the shares of the Portfolio, and in that capacity makes a continuous offering of the shares and bears the costs and expenses of printing and distributing any copies of any prospectuses and annual and interim reports of the Trust (after such items have been prepared and set in type) which are used in connection with the offering of shares to selected dealers or investors, and the cost and expenses of preparing, printing and distributing any other literature used by the Distributor or furnished by it for use by selected dealers in connection with the offering of the shares for sale to the public. Under the Distribution Agreement between the Trust and the Distributor, the Distributor does not receive a commission in connection with its sale of shares of the Portfolio. Instead, it is compensated for its services pursuant to a Plan of Distribution adopted by the Trust. See "Purchase of Shares - Plan of Distribution" in the Prospectus. Plan of Distribution. Reference is made to "Purchase of Shares - Plan of Distribution" in the Prospectus for a discussion of the Plan of Distribution of the Trust for the Portfolio (the "Plan"). The Trust adopted the Plan to promote the sale of shares of the Portfolio and to retain investors. The Plan was approved by the Trust's initial shareholder and by the trustees of the Trust, including a majority of the trustees who are not "interested" in the Plan or the Trust. In approving the Plan, the trustees evaluated factors pertinent to the Plan and determined that there was a reasonable likelihood that it would be beneficial to the Trust and its shareholders. The Plan provides that it may continue in effect indefinitely provided that the trustees approve the Plan at least annually in the manner described above. As long as the Plan is in effect, the nomination of the trustees who are not interested trustees of the Trust must be committed to the disinterested trustees. Under the Plan, the trustees of the Trust must be provided with and review at least quarterly a written report of the expenditures paid or payable pursuant to the Plan and the reason for such expenditures. The amount paid under the Plan cannot be materially increased without shareholder approval. The Plan and any agreements implementing the Plan must be in writing. FINANCIAL INFORMATION The statements of assets and liabilities of the Trust comprising, respectively, Quantus II and Quantus Equity Managed Portfolio and the portfolios of investments, as of December 31, 1995, and the related statements of operations and changes in net assets, together with the notes to financial statements and the report of independent public accountants, all as set forth in the Trust's 1995 Annual Report to Shareholders are incorporated by reference into this SAI. No other information or statement contained in the annual report, other than those referred to above, is incorporated by reference or is a part of this SAI. PARIBAS TRUST FOR INSTITUTIONS INDEX Issuers Comprising the Index as of December 31, 1995 00088610 ADC TELECOMMUNICATION ADCT Telecommunications Equip 00105510 AFLAC INC AFL Accident & Health Insuranc 00108410 AGCO CORP AG Construction/Ag Equip/Tru 00130H10 AES CORP AESC Environmental Services 00176510 AMR CORP/DE AMR Airlines 00195710 AT&T CORP T Major US Telecommunication 00282410 ABBOTT LABORATORIES ABT Major Pharmaceuticals 00651F10 ADAPTEC INC ADPT Electronic Components 00724F10 ADOBE SYSTEMS INC ADBE Computer Software 00790310 ADVANCED MICRO DEVICES AMD Semiconductors 00794210 ADVANTA CORP -CLA ADVNA Finance Companies 00814010 AETNA LIFE & CASUALTY C AET Multi line Insurance 00867710 AHMANSON (HF) & CO AHM Savings & Loan Associatio 00915810 AIR PRODUCTS & CHEMICA APD Specialty Chemicals 00936310 AIRGAS INC ARG Specialty Chemicals 00949T10 AIRTOUCH COMMUNICATIO ATI Cellular Telephone 01265310 ALBEMARLE CORP ALB Specialty Chemicals 01310410 ALBERTSONS INC ABS Food Chains 01378810 ALCO STANDARD CORP ASN Wholesale Distributors 01690010 ALLEGHENY LUDLUM CORP ALS Specialty Steels 01849010 ALLERGAN INC AGN Other Pharmaceuticals 01951210 ALLIEDSIGNAL INC ALD Diversified Manufacture 02000210 ALLSTATE CORP ALL Multi-line Insurance 02144110 ALTERA CORP ALTR Semiconductors 02219710 ALUMAX INC AMX Aluminum 02224910 ALUMINUM CO OF AMERICA AA Aluminum 02261510 ALZA CORP AZA Biotechnology 02313910 AMBAC INC ABK Specialty Insurers 02364J10 AMERICA ONLINE INC AMER E.D.P Services 02390510 AMDAHL CORP AMH Electronic Data Processing 02470310 AMERICAN BRANDS INC/DE AMB Tobacco 02581610 AMERICAN EXPRESS AXP Diversified Financial Svcs 02635110 AMERICAN GENERAL CORP AGC Diversified Financial Svcs 02660910 AMERICAN HOME PRODUCT AHP Major Pharmaceuticals 02687410 AMERICAN INTERNATIONAL AIG Multi-line Insurance 02906610 AMERICAN PWR CNVRSION APCC Electrical Products 03009610 AMERICAN STORES CO ASC Food Chains 03095410 AMERITECH CORP AIT Major US Telecommunicati 03116210 AMGEN INC AMGN Biotechnology 03189710 AMP INC AMP Electronic Components 03190510 AMOCO CORP AN Integrated Oil Companies 03209420 AMPHENOL CORP APH Electronic Components 03216510 AMSOUTH BANCORPORATI ASO Mid-Sized Banks 03251110 ANADARKO PETROLEUM C APC Oil & Gas Production 03265410 ANALOG DEVICES ADI Semiconductors 03442510 ANDREW CORP ANDW Telecommunications Equip 03522910 ANHEUSER-BUSCH COS INC BUD Alcoholic Beverages 03738910 AON CORP AOC Multi-line Insurance 03741110 APACHE CORP APA Oil & Gas Production 03783310 APPLE COMPUTER INC AAPL Electronic Data Processing 03822210 APPLIED MATERlAL AMAT Electronic Production Equi 03948310 ARCHER-DANIELS-MIDLAND ADM Farming/seeds/Milling 04276410 ARROW INTERNATIONAL ARRO Medical Specialties 04341310 ASARCO INC AR Other Metals/Minerals 04349110 ASCEND COMMUNICATIONS ASND Office/Plant/Automation 04420410 ASHLAND INC ASH Oil Refining/Marketing 04882510 ATLANTIC RICHFIELD CO ARC Integrated Oil Companies 04951310 ATMEL CORP ATML Semiconductors 05276910 AUTODESK INC ACAD Computer Software 05301510 AUTOMATIC DATA PROCES AUD E.D.P Services 05333210 AUTOZONE INC AZO Other Specialty Chains 05361110 AVERY DENNISON CORP AVY Industrial Specialties 05380710 AVNET INC AVT Electronic Distributors 05430310 AVON PRODUCTS AVP Package Goods/Cosmetics 05592110 BMC SOFTWARE INC BMCS Computer Software 05722410 BAKER-HUGHES INC BHI Oilfield Services Equipmen 05943810 BANC ONE CORP ONE Major Banks 05981510 BANDAG INC BDG Automotive Aftermarket 06071610 BANK OF BOSTON CORP BKB Major Banks 06405710 BANK OF NEW YORK CO IN BK Major Banks 06605010 BANKAMERICA CORP BAC Major Banks 06636510 BANKERS TRUST NEW YOR BT Major Banks 06738310 BARD (C.R.) INC BCR Medical Specialties 06805510 BARNETT BANKS INC BBI Major Banks 07170710 BAUSCH & LOMB INC B0L Medical Specialties 07181310 BAXTER INTERNATIONAL IN BAX Major Pharmaceuticals 07251010 BAY NETWORKS INC BAY Office/Plant Automation 07390210 BEAR STEARNS COMPANIE BSC Invest Bankers/Brokers/Sv 07583710 BECTON DICKINSON & CO BDX Medical Specialties 07589610 BED BATH & BEYOND INC BBBY Other Specialty Chains 07785310 BELL ATLANTIC CORP BEL Major US Telecommunicati 07986010 BELLSOUTH CORP BLS Major US Telecommunicati 08055510 BELO (AH) CORP -SER A CO BLC Newspapers 08172110 BENEFICIAL CORP BNL Finance Companies 08373910 BERGEN BRUNSWIG CORP BBC Medical/Dental Distributors 08651610 BEST BUY CO INC BBY Computer/Video Chains 08750910 BETHLEHEM STEEL CORP BS Steel/Iron Ore 08777910 BETZ LABORATORIES INC BTL Specialty Chemicals 09059710 BIOGEN INC BGEN Biotechnology 09061310 BIOMET INC BMET Medical Specialties 09179710 BLACK & DECKER CORP BDK Tools/Hardware 09367110 BLOCK H & R INC HRB Other Consumer Services 09565010 BOATMENS BANCSHARES I BOAT Major Banks 09702310 B0EING CO BA Aerospace 09738310 BOISE CASCADE CORP BCC Paper 10057810 BOSTON CHICKEN INC B0ST Restaurants 10113710 BOSTON SCIENTIFIC CORP BSX Medical Specialties 10218310 BOWATER INC BOW Paper 10904310 BRIGGS & STRATTON BGG Tools/Hardware 10964110 BRINKER INTL INC EAT Restaurants 11012210 BRISTOL MYERS SQUIBB BMY Major Pharmaceuticals 11201410 BRODERBUND SOFTWARE 1 BROD Recreational Products/Toy 11588510 BROWNING-FERRIS INDS BFI Environmental Services 11704310 BRUNSWICK CORP BC Recreational Products/Toy 12189T10 BRLNGTN NTHRN SANTA FE BNI Railroads 12550910 CIGNA CORP CI Multiline Insurance 12589610 CMS ENERGY CORP CMS Electric Utilities: Central 12614910 CPC INTERNATIONAL INC CPC Packaged Foods 12640810 CSX CORP CSX Railroads 12654510 CUC INTERNATIONAL INC CU Other Consumer Services 12692010 CABLETRON SYSTEMS CS Office/Plant Automation 12738710 CADENCE DESIGN SYS INC CDN Computer Software 12946610 CALENERGY INC CE Environmental Services 12989410 CALIBER SYSTEMS INC CBB Trucking 13119310 CALLAWAY GOLF CO ELY Recreational Products/Toy 13442910 CAMPBELL SOUP CO CPB Packaged Foods 14040H10 CAPITAL ONE FINL CORP COF Finance Companies 14149Y10 CARDINAL HEALTH INC CAH Medical/Dental Distributors 14170410 CAREMARK INTL INC CK Medical/Nursing Services 14365810 CARNIVAL CORP CCL Hotels/Resorts 14414110 CAROLINA POWER & LIGHT CPL Electric Utilities: South 14718410 CASCADE COMMUNICATION CSCC Office/Plant Automation 14743R10 CASE CORP CSE Construction/Ag Equip/Tru 14912310 CATERPILLAR INC CAT Construction/Ag Equip/Tru 15677T10 CERIDIAN CORP CEN Electronic Data Processing 15852510 CHAMPION INTERNATIONAL CHA Paper 16161A10 CHASE MANHATTAN CORP CMB Major Banks 16675110 CHEVRON CORP CHV Integrated Oil Companies 17119610 CHRYSLER CORP C Motor Vehicles 17123210 CHUBB CORP CB Property-Casualty lnsuran 17247410 CINERGY CORP CIN Electric Utilities Central 17273710 CIRCUIT CITY STORES INC CC Computer/Video Chain 17275510 CIRRUS LOGIC INC CRUS Semiconductors 17275R10 CISCO SYSTEMS INC CSCO Office/Plant Automation 17290810 CINTAS CORP CTAS Diversified Commercial Sv 17290910 CIRCUS CIRCUS ENTERPR I CIR Casino/Gambling 17303410 CITICORP CCI Major Banks 18419010 CLAYTON HOMES INC CMH Homebuildinq 18905410 CLOROX CO/DE CLX Package Goods/Cosmetics 19044110 COASTAL CORP CGP Oil/Gas Transmission 19121610 COCA-COLA CO KO Soft Drinks 19121910 COCA-COLA ENTERPRISES CCE Soft Drinks 19355910 COLEMAN CO INC CLN Recreational Products/Toy 19416210 COLGATE-PALMOLIVE CO CL Package Goods/Cosmetics 19687910 COLTEC INDUSTRIES COT Diversified Manufacture 19767710 COLUMBIA/HCA HLTHCR -V COL Hospital Management 20034010 COMERICA INC CMA Major Banks 20449310 COMPAQ COMPUTER CORP CPQ Electronic Data Processing 20491210 COMPUTER ASSOCIATES IN CA Computer Software 20536310 COMPUTER SCIENCES COR CSC Military/Gov't/Technical 20563810 COMPUWARE CORP CPWR Computer Software 20588710 CONAGRA INC CAG Meat/Poultry/Fish 20836810 CONRAIL INC CRR Railroads 20923710 CONSOLIDATED FREIGHTW CNF Trucking 20961510 CONSOLIDATED NATURAL CNG Natural Gas Distribution 20975910 CONSOLIDATED PAPERS IN CDP Paper 21014910 CONSOLIDATED STORES C CNS Discount Chains 21079530 CONTINENTAL AIRLS INC -C CAI.B Airlines 21666910 COOPER INDUSTRIES INC CBE Diversified Manufacture 21683110 COOPER TIRE & RUBBER CTB Automotive Aftermarket 21869510 CORESTATES FINANCIAL C CFL Major Banks 21988810 CORPORATE EXPRESS INC CEXP Office Equipment/Supplies 22025610 CORRECTIONS CORP OF A CXC Diversified Commercial Sv 22237210 COUNTRYWIDE CREDIT IND CCR Finance Companies 22404410 COX COMMUNICATIONS -C COX Cable Television 22410010 CRACKER BARREL OLD CTR CBRL Restaurants 22439910 CRANE CO CR Multi-Sector Companies 22609110 CRESTAR FINANCIAL CORP CF Mid-Sized Banks 22825510 CROWN CORK & SEAL CO I CCK Containers/Packaging 23102110 CUMMINS ENGINE CUM Construction/Ag Equip/Tru 23280610 CYPRESS SEMICONDUCTO CY Semiconductor 23280910 CYPRUS AMAX MINERALS C CYM Other Metals/Minerals 23282010 CYTEC INDUSTRIES INC CYT Specialty Chemicals 23329310 DPL INC DPL Electric Utilities: Central 23329J10 DQE INC DQE Electric Utilities: East 23331110 DSC COMMUNICATIONS CO DIGI Telecommunications Equip 23581110 DANA CORP DCN Auto Parts: O.E.M. 23585110 DANAHER CORP DHR Diversified Manufacture 23719410 DARDEN RESTAURANTS IN DRI Restaurants 23975310 DAYTON HUDSON CORP DH Discount Chains 24236110 DEAN FOODS CO DF Packaged Foods 24240V10 DEAN WITTER DISCOVER & DWD Diversified Financial Svcs 24419910 DEERE & CO DE Construction/Ag Equip/Tru 24507310 DEL GLOBAL TECHNOLOGIE DEL Electronic Components 24702510 DELL COMPUTER CORP DELL Electronic Data Processing 24736110 DELTA AIR LINES INC DAL Airlines 24801910 DELUXE CORP DLX Printing/Forms 25247010 DIAL CORP/DE DL Multi-Sector Companies 25384910 DIGITAL EQUIPMENT DEC Electronic Data Processing 25406310 DILLARD DEPT STORES -CL DDS Department Stores 25468710 DISNEY (WALT) COMPANY DIS Movies/Entertainment 25660510 DOLE FOOD CO INC DOL Packaged Foods 25666910 DOLLAR GENERAL DG Discount Chains 25786710 DONNELLEY (RR) & SONS C DNY Printing/Forms 26000310 DOVER CORP DOV Diversified Manufacture 26054310 DOW CHEMICAL DOW Major Chemicals 26056110 DOW JONES & CO INC DJ Financial Publishing/Svcs 26159710 DRESSER INDUSTRIES INC DI Diversified Manufacture 26353410 DU PONT (E1) DE NEMOURS DD Major Chemicals 26439910 DUKE POWERCO DUK Electric Utilities: South 26633L10 DURACELL INTERNATIONAL DUR Tools/Hardware 26864810 EMC CORP/MA EMC E.D.P. Peripherals 26874Q10 ENSCO INTERNATIONAL INC ESV Contract Drilling 27743210 EASTMAN CHEMICAL CO EMN Major Chemicals 27746110 EASTMAN KODAK CO EK Photographic Products 27805810 EATON CORP ETN Auto Parts: O.E.M. 27874910 ECHLIN INC ECH Automotive Aftermarket 27876310 ECKERD CORP ECK Drug Store Chains 27886510 ECOLAB INC ECL Industrial Specialties 28369587 EL PASO NATURAL GAS CO EPG Oil/Gas Transmission 28551210 ELECTRONIC ARTS INC ERTS Recreational Products/Toy 29101110 EMERSON ELECTRIC CO EMR Electrical Products 29284510 ENGELHARD CORP EC Specialty Chemicals 29356110 ENRON CORP ENE Oil/Gas Transmission 29356210 ENRON OIL & GAS EOG Oil & Gas Production 29356710 ENSERCH CORP ENS Oil/Gas Transmission 29442910 EQUIFAX INC EFX Financial Publishing/Svcs 29444G10 EQUITABLE COS INC EQ Diversified Financial Svcs 29765910 ETHYL CORP EY Specialty Chemicals 30229010 EXXON CORP XON Integrated Oil Companies 30249130 FMC CORP FMC Diversified Manufacture 30257110 FPL GROUP INC FPL Electrical Utilities: South 31330910 FEDERAL EXPRESS CORP FDX Air Freight 31340030 FED HOME LOAN MTG CO FRE Finance Companies 31358610 FEDERAL NATL MORTGAGE FNM Finance Companies 31410H10 FEDERATED DEPT STORES FD Department Stores 31677310 FIFTH THIRD BANCORP FITB Mid-Sized Banks 31890610 FIRST OF AMERICA BANK C FOA Major Banks 31927910 FIRST BANK SYSTEM INC FBS Major Banks 31935610 FIRST BRANDS CORP FBR Package Goods/Cosmetics 31945A10 FIRST CHICAGO NBD CORP FCN Major Banks 33629410 FIRST SECURITY CORP/UT FSCO Mid-Sized Banks 33716210 FIRST TENNESSEE NATL C FTEN Mid-Sized Banks 33735810 FIRST UNION CORP (N C) FTU Major Banks 33743H10 FIRST USA INC FUS Finance Companies 33761C10 FIRSTAR CORP FSR Major Banks 33891510 FLEET FINANCIAL GROUP IN FLT Major Banks 34386110 FLUOR CORP FLR Engineering & Constructio 34477520 FOOD LION INC -CL A FDLNA Food Chains 34537010 FORD MOTOR CO F Motor Vehicles 34544910 FORE SYSTEMS INC FORE Office/Plant Automation 34583810 FOREST LABORATORIES -C FRX Other Pharmaceuticals 34746110 FORT HOWARD CORP FORT Paper 35024410 FOSTER WHEELER CORP FWC Engineering & Constructio 35040110 FOUNDATION HEALTH COR FH Managed Health Care 35461310 FRANKLIN RESOURCES INC BEN Investment Managers 35671D85 FREEPRT MCMOR COP&GL FCX Other Metals/Minerals 35690310 FREEPORT MCMORAN RES FRP Agricultural Chemicals 35906P10 FRONTIER CORP FRO Other Telecommunications 36232010 GTE CORP GTE Major US Teleoommunicati 36473010 GANNETT CO GCI Newspapers 36476010 GAP INC GPS Clothing/Shoe/Access Cha 36783310 GATEWAY 2000 INC GATE Electronic Data Processing 36790110 GAYLORD ENTERTAINMENT GET Cable Television 36871030 GENENTECH INC GNE Biotechnology 36955010 GENERAL DYNAMICS CORP GD Military/Govt/Technical 36960410 GENERAL ELECTRIC CO GE Multi-Sector Companies 37012110 GENERAL INSTRUMENT CO GIC Telecommunications Equip 37033410 GENERAL MILLS INC GIS Packaged Foods 37044210 GENERAL MOTORS CORP GM Motor Vehicles 37044240 GENERAL MOTORS CL E GME EDP Services 37044250 GENERAL MOTORS CL H GMH Military/Gov't/Technical 37047F10 GENERAL NUTRITION COS GNCI Other Specialty Chains 37056310 GENERAL RE CORP GRN Property-Casualty Insuran 37083810 GENERAL SIGNAL CORP GSX Indus'l Machinery/Compon 37246010 GENUINE PARTS CO GPC Automotive Aftermarket 37291710 GENZYME CORP GENZ Biotechnology 37320020 GEORGlA GULF CORP GGC Specialty Chemicals 37329810 GEORGIA-PACIFIC CORP GP Forest Products 37576610 GILLETTE CO G Package Goods/Cosmetics 37789910 GLENAYRE TECHNOLOGIES GEMS Telecommunications Equip 37935240 GLOBAL MARINE INC GLM Contract Drilling 38131710 GOLDEN WEST FINANCIAL GDW Savings & Loan Associatio 38238810 GOODRICH (B F) CO GR Specialty Chemicals 38255010 GOODYEAR TIRE & RUBBER GT Automotive Aftermarket 38480210 GRAINGER (W W) INC GWW Wholesale Distributors 39056810 GREAT LAKES CHEMICAL C GLK Specialty Chemicals 39144210 GREAT WESTERN FINANCIA GWF Savings & Loan Associatio 39350510 GREEN TREE FINANCIAL CO GNT Finance Companies 40169810 GUIDANT CORP GDT Medical Specialities 40418110 HFS INC HFS Hotels/Resorts 40621610 HALLIBURTON CO HAL Oilfield Services/Equipmen 41052210 HANNA (M A) CO MAH Specialty Chemicals 41163G10 HARCOURT GENERAL INC H Department Stores 41282210 HARLEY-DAVIDSON INC HDI Motor Vehicles 41334510 HARNISCHFEGFR INDUSTRI HPH Indus'l Machinery/Compon 41361910 HARRAHS ENTERTAINMENT HET Casino/Gambling 41387510 HARRIS CORP HRS Diversified Electronic Prod 41586410 HARSCO CORP HSC Metal Fabrications 41805610 HASBRO INC HAS Recreational Products/Toy 42192410 HEALTHSOUTH CORP HRC Medical/Nursing Services 42192810 HEALTHCARE COMPARE CO HCCC Managed Health Care 42193310 HEALTH MANAGEMNT ASSC HMA Hospital Managemsnt 42193710 HEALTH CARE & RETIREME HCR Hospital Managennent 42194910 HEALTH SYSTEMS INTL -CL HQ Managed Health Care 42221E10 HEALTHSOURCE INC HS Managed Health Care 42289310 HEILIG-MEYERS CO HMY Other Specia ty Chains 42307410 HEINZ (H J) CO HNZ Packaged Foods 42705610 HERCULES INC HPC Major Chemicals 42786610 HERSHEY FOODS CORP HSY Specialty Foods/Candy 42823610 HEWLETT-PACKARD CO HWP Electronic Data Processing 43157310 HILLENBRAND INDUSTRIES HB Medical Specialties 43284810 HILTON HOTELS CORP HLT Hotels/Resorts 43707610 HOME DEPOT INC HD Building Materials Chains 43761410 HOMESTAKE MINING HM Precious Metals 43850610 HONEYWELL INC HON Diversifed Manufacture 44040010 HORIZON/CMS HEALTHCAR HHC Hospital Management 44045210 HORMEL FOODS CORP HRL Meat/Poultry/Fish 44181510 HOUSEHOLD INTERNATION HI Finance Companies 44351020 HUBBELL INC CLB HUB.B Electrical Products 44485910 HUMANA INC HUM Managed Health Care 44615010 HUNTINGTON BANCSHARES HBAN Major Banks 44922310 IBM INC IBP Meat/Poultry/Fish 44966910 IMC GLOBAL INC IGL Agricultural Chemicals 45168D10 IDEXX LABS INC IDXX Biotechnology 45184110 ILLINOIS CENTRAL CORP IC Railroads 45230810 ILLINOIS TOOL WORKS ITW Indus'l Machinery/Compon 45231710 ILLINOVA CORP ILN Electric Utilities: Central 45662610 INFINITY BROADCASTING - INF Broadcasting 45677910 INFORMIX CORP IFMX Computer Software 45686610 INGERSOLL-RAND CO IR Indus'l Machlnery/Compon 45747210 INLAND STEEL INDUSTRIES IAD Steel/Iron Ore 45765210 INPUT/OUTPUT INC IO Oilfield Services/Equipmen 45811810 INTEGRATED DEVICE TECH IDTI Semiconductors 45814010 INTEL CORP INTC Semiconductors 45920010 INTL BUSINESS MACHINES IBM Electronic Data Processing 45950610 INTL FLAVORS & FRAGRAN IFF Package Goods/Cosmetics 45990210 INTL GAME TECHNOLOGY IGT Recreational Products/Toy 46014610 INTL PAPER CO IP Paper 46025410 INTL RECTIFIER CORP IRF Semiconductors 46115610 INTIMATE BRANDS INC -CL IBI Apparel 46582310 IVAX CORP IVX Generic Drugs 47034910 JAMES RIVER CORP OF VIR JR Paper 47507010 JEFFERSON-PILOT CORP JP Life Insurance 47816010 JOHNSON & JOHNSON JNJ Major Pharmaceuticals 47836610 JOHNSON CONTROLS INC JCI Building Products 48007410 JONES APPAREL GROUP IN JNY Apparel 48248010 KLA INSTRUMENTS CORP KLAC Electronic Production 48300710 KAISER ALUMINUM CORP KLU Aluminum 48783610 KELLOGG CO K Packaged Foods 48836010 KEMET CORP KMET Electronic Components 48917010 KENNAMETAL INC KMT Indus'l Machinery/Compon 49326710 KEYCORP KEY Major Banks 49436810 KlMBERLY-CLARK CORP KMB Package Goods/Cosmetics 49566710 KING WORLD PRODUCTION KWP Movies/Entertainment 49904010 KNIGHT-RlDDER INC KRI Newspapers 50025510 KOHLS CORP KSS Department Stores 50104410 KROGER CO KR Food Chains 50181310 LCI INTERNATIONAL INC LCI Other Telecommunications 50192110 LTV CORP LTV Steel/lron Ore 50216110 LSI LOGIC CORP LSI Semiconductors 50419510 LA QUINTA INNS INC LCI Hotels/Resorts 51280710 LAM RESEARCH CORP LRCX Electronic Production Equi 52189310 LEAR SEATING CORP LEA Auto Parts: O.E.M. 52466010 LEGGETT & PLATT INC LEG Home Furnishings 52490810 LEHMAN BROTHERS HOLDI LEH Invest Bankers/Brokers/Sv 53245710 LILLY (ELI) & CO LLY Major Pharmaceuticals 53271610 LIMITED INC LTD Clothing/Shoe/Access Cha 53418710 LINCOLN NATIONAL CORP LNC Multi-line Insurance 53567810 LlNEAR TECHNOLOGY COR LLTC Semiconductors 53802110 LITTON INDUSTRlES INC LIT Military/Gov't/Technical 53932010 LIZ CLAIBORNE INC LIZ Apparel 53983010 LOCKHEED MARTIN CORP LMT Aerospace 54013710 LOCTITE CORP LOC Specialty Chemicals 54230710 LONE STAR STEAKHOUSE S STAR Restaurants 54385910 LORAL CORP LOR Military/Gov't/Technical 54626810 LOUISIANA LAND & EXPLOR LLX Oil & Gas Production 54866110 LOWES COS LOW Building Materials Chains 54927110 LUBRIZOL CORP LZ Specialty Chemicals 55207810 LYONDELL PETROCHEMICA LYO Oil Refining/Marketing 55262L10 MBNA CORP KRB Finance Companies 55267310 MCI COMMUNICATIONS MCIC Major US Telecommunicati 55267J10 MCN CORP MCN Natural Gas Distribution 55284810 MGIC INVESTMENT CORP/W MTG Speciality Insurers 55295310 MGM GRAND INC MGG Casino/Gambling 56122610 MALLINCKRODT GROUP INC MKG Medical Specialities 56405410 MANOR CARE INC MNR Hospital Management 56418H10 MANPOWER INC/WI MAN Diversified Commercial Sv 57174810 MARSH & MCLENNAN COS MMC Insurance Brokers/Service 57183410 MARSHALL & ILSLEY CORP MRIS Mid-Sized Banks 57190010 MARRIOTT INTL INC MAR Hotels/Resorts 57459910 MASCO CORP MAS Building Products 57708110 MATTEL INC MAT Recreational Products/Toy 57772K10 MAXIM INTEGRATED PROD MXIM Semiconductors 57777810 MAY DEPARTMENT STORES MA Department Stores 57978020 MCCORMICIK & CO MCCRK Specialty Foods/Candy 58013510 MCDONALDS CORP MCD Restaurants 58064510 MCGRAW-HILL COMPANIES MHP Financial Publishing/Svcs 58155710 MCKESSON CORP NICK Medical/Dental Distributors 58283410 MEAD CORP MEA Paper 58402810 MEDAPHIS CORP MEDA Health Industry Services 58505510 MEDTRONIC INC MDT Medical Electronics 58550910 MELLON BANK CORP MEL Major Banks 58720010 MENTOR GRAPHICS CORP MENT Office/Plant Automation 58734210 MERCANTILE BANCORPORA MTL Mid-Sized Banks 58933110 MERCK & CO MRK Major Pharmaceuticals 58939510 MERCURY FINANCE CO MFN Finance Companies 59018810 MERRILL LYNCH & CO MER Invest Bankers/Brokers/Sv 59491810 MICROSOFT CORP MSFT ComputerSof1ware 59501710 MICROCHIP TECHNOLOGY I MCHP Semiconductors 59501B10 MICRO WAREHOUSE INC MWHS Catalog/Speciality Dist 59511210 MICRON TECHNOLOGY INC MU Semiconductors 59523C10 MID ATLANTIC MEDICAL SV MME Managed Health Care 60107310 MILLIPORE CORP MIL Industrial Specialties 60405910 MINNESOTA MINING & MFG MMM Diversified Manufacture 60462E10 MIRAGE RESORTS INC MIR Casino/Gambling 60705910 MOBIL CORP MOB Integrated Oil Companies 60855410 MOLEX INC MOLX Electronic Components 61166210 MONSANTO CO MTC Major Chemicals 61688010 MORGAN (J P) & CO JPM Major Banks 61744610 MORGAN STANLEY GROUP I MS Invest Bankers/Brokers/Sv 61933110 MORTON INTERNATIONAL I MII Specialty Chemicals 62007610 MOTOROLA INC MOT Semiconducter 62853010 MYLAN LABORATORIES MYL Generic Drugs 62914010 NIPSCO INDUSTRIES INC NI Electric Utilities: Central 62952610 NABISCO HLDGS CORP -CL NA Packaged Foods 62985310 NALCO CHEMICAL CO NLC Specialty Chemicals 63540510 NATIONAL CITY CORP NCC Major Banks 63764010 NATIONAL SEMICONDUCTO NSM Semiconductors 63858510 NATIONSBANK CORP NB Major Banks 63934E10 NAVISTAR INTERNATIONL NAV Construction/Ag Equip/Tru 65011110 NEW YORK TIMES CO -CLA NYT.A Newspapers 65119210 NEWELL COMPANIES NWL Home Furnishings 65163710 NEWMONT GOLD COMPANY NGC Precious Metals 65163910 NEWMONT MINING CORP NEM Precious Metals 65410610 NIKE INC -CL B NKE Shoe Manufacturing 65440D10 NINE WEST GROUP INC NIN Clothing/Shoe/Access Cha 65489410 NOBLE AFFILIATES INC NBL Oil & Gas Production 65541910 NORAM ENERGY CORP NAE Natural Gas Distribution 65566410 NORDSTROM INC NOEE Clothing/Shoe/Access Cha 65584410 NORFOLK SOUTHERN COR NSC Railroads 66585910 NORTHERN TRUST CORP NTRS Mid-Sized Banks 66680710 NORTHROP GRUMMAN COR NOC Aerospace 66938010 NORWEST CORP NOB Major Banks 67000610 NOVELL INC NOVL Office/Plant Automation 67000810 NOVELLUS SYSTEMS INC NVLS Electronic Production Equi 67034610 NUCOR CORP NUE Specialty Steels 67076810 NYNEX CORP NYN Major US Telecommunicati 67366210 OAKLEY INC OO Consumer Specialties 67459910 OCCIDENTAL PETROLEUM OXY Oil & Gas Production 67622010 OFFICE DEPOT INC ODP Other Specialty Chains 67622M10 OFFICEMAX INC OMX Other Specialty Chains 67983310 OLD KENT FINANCIAL CORP OKEN Mid-Sized Banks 68066520 OLIN CORP OLN Diversified Manufacture 68138510 OLSTEN CORP OLS Diversified Commercial Sv 68190410 OMNICARE INC OCR Health Industry Services 68389X10 ORACLE CORP ORCL Computer Software 68685710 ORNDA HEALTHCORP ORN Hospital Management 68763F10 ORYX ENERGY CO ORX Oil & Gas Production 68989910 OUTBACK STEAKHOUSE IN OSSI Restaurants 69073F10 OWENS CORNING OCF Building Materials 69076840 OWENS-ILLINOIS INC OI Containers/Packaging 69147110 OXFORD HEALTH PLANS IN OXHP Managed Health Care 69344M10 PMI GROUP INC PMA Specialty Insurers 69347510 PNC BANK CORP PNC Major Banks 69350610 PPG INDUSTRIES INC PPG Paints/Coatings 69371810 PACCAR INC PCAR Construction/Ag Equip/Tru 69423210 PACIFIC ENTFRPRISES PET Natural Gas Distribution 69511020 PACIFICARE HEALTH SYS - PHSYB Managed Health Care 69642930 PALL CORP PLL Industrial Specialties 69846210 PANHANDLE EASTERN COR PEL Oil/Gas Transmission 69917310 PARAMETRIC TECHNOLOGY PMTC Computer Software 70109610 PARKER-HANNIFIN CORP PH Fluid Controls 70432610 PAYCHEX INC PAYX Diversified Commercial Sv 70816010 PENNEY (J C) CO JCP Department Stores 70963110 PENTAIR INC PNR Diversified Manufacture 71271310 PEOPLESOFT INC PSFT Computer Software 71327810 PEP BOYS-MANNY MOE & J PBY Other Specialty Chains 71344810 PEPSICO INC PEP Soft Drinks 71429010 PERRIGO COMPANY PRGO Other Pharmaceuticals 71694110 PHARMACIA & UPJOHN INC PNU Major Pharmaceuticals 71708110 PFIZER INC PFE Major Pharmaceuticals 71726510 PHELPS DODGE CORP PD Other Metals/Minerals 71815410 PHILIP MORRIS COS INC MO Tobacco 71850710 PHILLIPS PETROLEUM CO P Integrated Oil Companies 71940F10 PHYCOR INC PHYC Medical/Nursing Services 72003530 PICTURETEL CORP PCTL Telecommunications Equip 72348410 PINNACLE WEST CAPITAL PNW Electric Utilities: West 72368610 PIONEER HI-BRED INTERNA PHB Farming/Seeds/Milling 72447910 PITNEY BOWES INC PBI Office Equipment/Supplies 73762810 POTLATCH CORP PCH Paper 74005P10 PRAXAIR INC PX Specialty Chemicals 74045910 PREMARK INTERNATIONAL I PMI Catalog/Specia1ty Dist 74058410 PREMISYS COMMUNICATIO PRMS E.D.P. Peripherals 74143W10 PRICE/COSTCO INC PCCW Discount Chains 74271810 PROCTER & GAMBLE CO PG Package Goods/Cosmetics 74331510 PROGRESSIVE CORP-OHIO PGR Property-Casualty Insuran 74342H10 PROMUS HOTEL CORP PRH Hotels/Resorts 74406110 PROVIDIAN CORP PVN Life Insurance 74740210 QUAKER OATS CO OAT Packaged Foods 74752510 QUALCOMM INC QCOM Telecommunications Equip 74790610 QUANTUM CORP QNTM E.D.P Peripherals 74835610 QUESTAR CORP STR Natural Gas Distribution 74908410 QUORUM HEALTH GROUP I QHGI Hospital Management 74960K87 RJR NABISCO HLDGS CORP RN Tobacco 74968510 RPM INC-OHIO RPOW Paints/Coatings 75127730 RALSTON PURlNA CO RAL Packaged Foods 7549O710 RAYONIER INC RYN Forest Products 75511110 RAYTHEON CO RTN Military/Gov't/Technical 75524610 READ-RITE CORP RDRT Electronic Components 75526710 READERS DIGEST ASSN -C RDA Books/Magazines 75811010 REEBOK INTERNATIONAL L RBK Shoe Manufacturing 75894010 REGIONS FINL CORP RGBK Mid-Sized Banks 76071910 REPUBLIC NEW YORK COR RNB Major Banks 76133910 REVCO D.S. INC RXR Drug Store Chains 76176310 REYNOLDS METALS CO RLM Aluminum 76242T10 RHONE-POULENC RORER RPR Major Pharmaceuticals 76775410 RITE AID CORP RAD Drug Store Chains 77434710 ROCKWELL INTL CORP ROK Aerospace 77537110 ROHM & HAAS CO ROH Major Chemicals 78108810 RUBBERMAID INC RBD Home Furnishings 78354910 RYDER SYSTEM INC R Rental/Leasing Companies 78387G10 SBC COMMUNICATIONS INC SBC Major US Telecommunicati 78389010 SCI SYSTEMS INC SCIS Diversified Electronic Prod 78642910 SAFECO CORP SAFC Multi-line Insurance 78651420 SAFEWAY INC SWY Food Chains 79084910 ST JUDE MEDICAL INC STJM Medical Specialties 79286010 ST PAUL COS SPC Property-Casualty Insuran 79549B10 SALOMON INC SB Invest Bankers/Brokers/Sv 80217610 SANTA FE PACIFIC GOLD C GLD Precious Metals 80311110 SARA LEE CORP SLE Packaged Foods 80652810 SCHERER (R P)/DE SHR Medical Specialties 80660510 SCHERING-PLOUGH SGP Major Pharmaceuticals 80685710 SCHLUMBERGER LTD SLB Oilfield Services/Equipmen 80706610 SCHOLASTIC CORP SCHL Books/Magazines 80819410 SCHULMAN (A.) INC SHLM Specialty Chemicals 80851310 SCHWAB (CHARLES) CORP SCH Invest Bankers/Brokers/Sv 80865510 SCIENTIFIC-ATLANTA INC SFA Telecommunications Equip 81180410 SEAGATE TECHNOLOGY SEG E.D.P Peripherals 81238710 SEARS ROEEUCK & CO S Department Stores 81756510 SERVICE CORP INTERNATI SRV Other Consumer Services 81948610 SHARED MEDICAL SYSTEM SMED Health Industry Services 82028610 SHAW INDUSTRIES INC SHX Home Furnishings 82434810 SHERWIN-WILLIAMS CO SHW Paints/Coatings 82655210 SIGMA-ALDRICH SIAL Specialty Chemicals 82705610 SILICON GRAPHICS INC SGI Electronic Data Processing 82706610 SILICON VALLEY GROUP IN SVGI Electronic Production Equi 83303410 SNAP-ON INC SNA Tools/Hardware 83418210 SOLECTRON CORP SLR Electronic Components 83541510 SONAT INC SNT Oil/Gas Transmission 83542010 SONAT OFFSHORE DRILLIN RIG Contract Drilling 83549510 SONOCO PRODUCTS CO SON Containers/Packaging 84344410 SOUTHERN NATIONAL COR SNB Mid-Sized Banks 84473010 SOUTHTRUST CORP SOTR Major Banks 84474110 SOUTHWEST AIRLINES LUV Airlines 85206110 SPRINT CORP FON Major US Telecommunicati 85503010 STAPLES INC SPLS Other Specialty Chains 85524410 STARBUCKS CORP SBUX Restaurants 85747310 STATE STREET BOSTON CO STT Major Banks 86034210 STEWART & STEVENSON S SSSS Construction/Ag Equip/Tru 86037010 STEWART ENTERPRISES - STEI Other Consumer Services 86158910 STONE CONTAINER CORP STO Containers/Packaging 86209910 STOP & SHOP COS SHP Food Chains 86268310 STRATACOM INC STRM Telecommunications Equip 86366710 STRYKER CORP STRY Medical Specialties 86387150 STUDENT LOAN MKTG SLM Finance Companies 86600510 SUMMIT BANCORP SUB Major Banks 86676210 SUN CO INC SUN Integrated Oil Companies 86681010 SUN MICROSYSTEMS INC SUNW Electronic Data Processing 86693010 SUNAMERICA INC SAI Life Insurance 86707110 SUNBEAM CORPORATION SOC Consumer E1ect/Appliance 86732310 SUNDSTRAND CORP SNS Aerospace 86736310 SUNGARD DATA SYSTEMS I SNDT E.D.P Services 86736F10 SUNGLASS HUT INTL INC RAYS Other Specialty Chains 86791410 SUNTRUST BANKS INC STI Major Banks 87114F10 SYBRON INTL CORP SYB Medical Specialties 87150810 SYMBOL TECHNOLOGIES SBL E.D.P Peripherals 87160710 SYNOPSYS INC SNPS Computer Software 87182910 SYSCO CORP SYY Food Distributors 87237510 TECO ENERGY INC TE Electric Utilities: South 87246910 TIG HOLDINGS INC TIG Property-Casualty Insuran 87254010 TJX COMPANIES INC TJX Clothing/Shoe/Access Cha 87264910 TRW INC TRW Auto Parts: O.E.M 87416110 TALB0TS INC TLB Clothing/Shoe/Access Cha 87508010 TAMBRANDS INC TMB Package Goods/Cosmetics 87537010 TANDEM COMPUTERS INC TDM Electronic Data Processing 87538210 TANDY CORP TAN Computer/Video Chains 87913110 TEKTRONIX INC TEK Precision Instruments 87966410 TELLABS INC TLAB Telecommunications Equip 87986810 TEMPLE-INLAND INC TIN Containers/Packaging 88032310 TENCOR INSTRUMENTS TNCR Electronic Produdion Equ 88033G10 TENET HEALTHCARE CORP THC Hospital Management 88037010 TENNECO INC TEN Multi-Sector Companies 88077010 TERADYNE INC TER Electronic Production Equi 88091510 TERRA INDUSTRIES INC TRA Agricultural Chemicals 86169410 TEXACO INC TX Integrated Oil Companies 88250810 TEXAS INSTRUMENTS INC TXN Semiconductors 88320310 TEXTRON INC TXT Multi-Sector Companies 88355610 THERMO ELECTRON CORP TMO Diversified Manufacture 88355K20 THERMO CARDIOSYSTEMS TCA Medical Electronics 88553510 3COM CORP COMS Office/Plant Autamation 88642310 TIDEWATER INC TDW Marine Transportation 89102710 TORCHMARK CORP TMK Accident & Health lnsuranc 89149030 TOSCO CORP TOS Oil Refining/Marketing 89233510 TOYS R US INC TOY Other Specialty Chains 89348510 TRANSAMERICA CORP TA Diversified Financial Svcs 89352110 TRANSATLANTIC HOLDINGS TRH Property- Casualty Insuran 89419010 TRAVELERS GROUP INC TRV Diversified Financial Svcs 89604710 TRIBUNE CO TRB Newspapers 89652210 TRINITY INDUSTRIES TRN Diversified Manufacture 89667810 TRINOVA CORP TNV Diversified Manufacture 90212010 TYCO INTL INC TYC Diversified Manufacture 90249410 TYSON FOODS INC -CL A TYSNA Meat/Poultry/Fish 90254950 UAL CORP UAL Airlines 90262K10 UCAR INTERNATIONAL INC UCR Specialty Chemicals 90291110 UST INC UST Tobacco 90291710 USA WASTE SERVICES INC UW Environmental Services 90319210 UNUM CORP UNM Accident & Health Insuranc 90329010 USF&G CORP FG Property-Casualty Insuran 90337T10 USX-U S STEEL GROUP X Steel/lron Ore 90338F10 U S ROROTICS CORP USRX E.D.P Peripherals 90391210 ULTRAMAR CORP ULR Oil Refining/Marketing 90467710 UNIFI INC UFI Textiles 90491110 UNICOM CORP UCM Eletric Utilities: Central 90553010 UNION CAMP CORP UCC Paper 90558110 UNION CARBIDE CORP UK Major Chemicals 90781810 UNION PACIFIC CORP UNP Railroads 90864010 UNION TEXAS PETRO HLDG UTH Oil & Gas Productlon 90890610 UNIONBANCAL CORP UNBC Major Banks 91058110 UNITED HEALTHCARE COR UNH Managed Health Care 91159610 U S BANCORP USBC Major Banks 91191010 U S HEALTHCARE INC USHC Managed Health Care 91270710 U S SURGICAL CORP USS Medical Specialties 91288910 U S WEST COMMUNICATION USW Major US Telecommunicati 91288920 U S WEST MEDIA GROUP UMG Broadcasting 91301710 UNITED TECHNOLOGIES CO UTX Aerospace 91353810 UNIVERSAL FOODS C0RP UFC Specialty Foods/Candy 91528910 UNOCAL CORP UCL Integrated Oil Companies 91820410 VF CORP VFC Apparel 91827010 VLSI TECHNOLOGY INC VLSI Semiconductors 91913810 VALERO ENERGY CORP VLO Oil Refining/Marketing 92224R60 VARITY CORP VAT Construction/Ag Equip/Tru 92260210 VENCOR INC VC Hospital Management 92552430 VIACOM INC -CL B VIA.B Movies/Entertainment 92691310 VIKING OFFICE PRODS INC VKNG Catalog/Specialty Dist 92829810 VISHAY INTRECHNOLOGY VSH Electronic Components 92886910 VONS COMPANIES INC VON Food Chains 92929Q10 WMX TECHNOLOGIES INC WMX Environmental Services 92977110 WACHOVIA CORP WB Major Banks 93114210 WAL-MART STORES WMT Discount Chains 93142210 WALGREEN CO WAG Drug Store Chains 93439010 WARNACO GROUP INC -CL WAC Apparel 93448810 WARNER-LAMBERT CO WLA Major Pharmaceuticals 93932210 WASHINGTON MUTUAL INC WAMU Savings & Loan Associatio 93964010 WASHINGTON POST -CL B WPO Newspapers 94266310 WATSON PHARMACEUTICA WATS Generic Drugs 94973G10 WELLPOINT HLTH NETWRK WLP Managed Hea1th Care 94974010 WELLS FARGO & CO WFC Major Banks 95059010 WENDY'S INTERNATIONAL I WEN Restaurants 95767410 WESTERN ATLAS INC WAI Oilfield Services/Equipmen 96154810 WESTVACO CORP W Paper 96216610 WEYERHAEUSER CO WY Forest Products 96290130 WHEELABRATOR TECHNOL WTI Environmental Services 96332010 WHIRLPOOLCORP WHR Consumer Elect/Appliance 96647K10 WHITMAN CORP WH Multi-Sector Companies 96913310 WILLAMETTE INDUSTRIES WMTT Paper 96945710 WILLIAMS COS INC WMB Oil/Gas Transmission 97428010 WINN-DIXIE STORES INC WIN Food Chains 97659210 WISCONSIN CENTRAL TRAN WCLX Railroads 97665710 WISCONSIN ENERGY CORP WEC Electric Utilities: Central 97738510 WITCOCORP WIT Specialty Chemicals 98155K10 WORLDCOM INC/GA -CL A WCOM Other Telecommunications 98181110 WORTHINGTON INDUSTRIE WTHG Steel/Iron Ore 98252610 WRIGLEY (WM) JR CO WWY Specialty Foods/Candy 98412110 XEROX CORP XRX Office Equipment/Supplies G9075110 TRITON ENERGY LTD OIL Oil & Gas Production QUANTUS II A Portfolio of PARIBAS TRUST FOR INSTITUTIONS Quantus II (sometimes hereinafter referred to as the "Portfolio") is a portfolio of the Paribas Trust for Institutions (the "Trust"), which is a diversified, open-end management investment company. Its investment objective is long-term capital appreciation through investment in a diversified portfolio of common stocks and fixed income securities. The stock component of the Portfolio will include approximately 50 major capitalization companies which are included in an investment universe of approximately 500 major capitalization issuers developed by the investment adviser (the "Investment Universe"). The fixed income component of the Portfolio will include only U.S. Treasury securities. There can be no assurance that the Portfolio will achieve its investment objective. See "Quantus II and Its Objective and Policies." Quantus II is designed as an investment vehicle primarily for institutional investors, such as tax-qualified retirement plans, including pension plans, profit-sharing plans, 401(k) plans, and charitable and educational endowments, seeking long-term growth of capital. The investment adviser of Quantus II is Paribas Asset Management, Inc. (the "Investment Adviser"). The distributor of shares of Quantus II is Paribas Corporation (the "Distributor"). Shares may be purchased, at net asset value without a sales charge, directly from the Distributor. The minimum initial purchase for shares of Quantus II is $1,000,000 and the minimum subsequent purchase is $10,000. See "Purchase of Shares." This Prospectus sets forth in concise form the information about Quantus II that a prospective investor should know before investing in Quantus II. Investors should read and retain this Prospectus for future reference. Additional information about Quantus II has been filed with the Securities and Exchange Commission (the "SEC") in a Statement of Additional Information (the "SAI") dated May 1, 1996. The Annual Report dated December 31, 1995 contains investment and performance information about Quantus II. Investors and prospective investors may obtain a copy of the SAI and the Annual Report, without charge, by writing to the Trust, 787 Seventh Avenue, New York, New York 10019. The SAI has been incorporated by reference into this Prospectus. Inquiries regarding the Trust and requests for the SAI and the Annual Report can be made by calling (212) 841-3200. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is May 1, 1996 No person has been authorized to give any information or to make any representations, other than those contained in this Prospectus and in the SAI in connection with the offer made by this Prospectus, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Trust or its Distributor. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy by the Trust or by the Distributor in any State in which such offer to sell or solicitation of any offer to buy may not lawfully be made. TABLE OF CONTENTS Page Expense Table 3 Financial Highlights 4 Quantus II and its Objective and Policies 5 Investment Adviser 7 Administrator 9 Management 9 Purchase of Shares 10 Net Asset Value 11 Redemption of Shares 11 Dividends, Distributions and Taxes 11 Portfolio Transactions 12 Shareholder Services 12 Additional Information 13 Appendix 15 Account Application 17 Paribas Trust for Institutions is organized as a Massachusetts business trust. It is not a bank nor does it offer fiduciary or trust services. Shares of the Portfolio are not equivalent to a bank account. As with any investment in securities, the value of a shareholder's investment in the Portfolio will fluctuate. The shares of the Portfolio are not insured by any government agency and are not subject to the protection of the Securities Investor Protection Corporation. EXPENSE TABLE Annual Portfolio Operating Expenses (as a percentage of average net assets) Management Fees 0.45% Other Expenses 0.53% Total Portfolio Operating Expenses 0.98% Example 1 year 3 years 5 years 10 years You would pay the following expenses on a $1,000 investment, assuming (1) 5% annual return and (2) redemption at the end of each time period $10 $31 $54 $120 The purpose of the above table is to assist the investor in understanding the various costs and expenses that an investor in the Portfolio will bear directly or indirectly. The example set forth above assumes reinvestment of all dividends and distributions and uses a five percent annual rate of return as mandated by SEC regulations. The example should not be considered a representation of past or future expenses, and actual expenses and annual rates of return may be more or less than those assumed for purposes of the example. For a more complete description of Management Fees, see "Investment Adviser." FINANCIAL HIGHLIGHTS The financial information in the table below has been audited in conjunction with the audits of the financial statements of the Trust by Arthur Andersen LLP, independent public accountants, which financial statements and reports thereon are incorporated by reference in the SAI, but not included herein. This table should be read in conjunction with the Trust's financial statements and notes thereto, which are an integral part of these financial highlights and ratios. For the Year ended December 31, 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986* Net asset value, beginning of year $10.37 $10.95 $11.59 12.06 $10.46 $11.79 $10.80 $10.27 $10.08 $10.00 Income from investment operations: Net investment income 0.12 0.12 0.13 0.12 0.22 0.40 0.72 0.32 0.26## 0.05## Net realized and unrealized gain/(loss) on investments 2.74 (0.45) 0.15 0.72 3.12 (0.48) 1.40 0.54 0.17 0.10 Total from investment operations 2.86 (0.33) 0.28 0.84 3.34 (0.08) 2.12 0.86 0.43 0.15 Less distributions: Distributions from net investment income (0.12) (0.13) (0.11) (0.12) (0.22) (0.39) (0.72) (0.33) (0.24) (0.07) Distributions from net realized gain (0.78) (0.03) (0.81) (1.17) (1.52) (0.75) (0.41) - - - Distributions in excess of net investment income and net realized gain - - - - - (0.11) - - - - Distributions in excess of net realized gain - (0.09) - - - - - - - - Return of capital### - - - (0.02) - - - - - - Total distributions (0.90) (0.25) (0.92) (1.31) (1.74) (1.25) (1.13) (0.33) (0.24) (0.07) Net asset value, end of year $12.33 $10.37 $10.95 $11.59 $12.06 $10.46 $11.79 $10.80 $10.27 $10.08 Total return 27.60% (3.04)% 2.58% 8.10% 34.28% (1.65)% 19.78% 8.40% 4.17% 1.48% Ratios to average net assets/ supplemental data: Net assets, end of year (in 000's) $88,463 $74,393 $78,784 $83,325 $88,817 $56,680 $62,094 $56,834 $25,393 $3,832 Ratio of operating expenses to average net assets 0.98% 0.89% 0.71% 0.81% 0.82% 0.92% 0.85% 1.19% 0.99%# 2.57% # Ratio of net investment income to average net assets 1.01% 1.10% 1.13% 1.01% 2.06% 3.57% 6.00% 4.10% 3.14% 0.43% Portfolio turnover rate 206% 145% 247% 154% 156% 198% 90% 176% 134% 20% ________________________ * The Portfolio commenced operations on April 28, 1986. Annualized. Per share data was computed based upon monthly average shares outstanding for this period. Total return represents aggregate total return for the period indicated. # Without fees waived and expenses reimbursed by the Investment Adviser, the ratios of expenses to average net assets for the year ended December 31, 1987 and for the period ended December 31, 1986 would have been 1.11% and 3.55%, respectively. ## Net investment income/(loss) per share before fees waived and expenses reimbursed by the Investment Adviser for the year ended December 31, 1987 and for the period ended December 31, 1986 was $0.25 and $(0.08), respectively. ### Amounts distributed in excess of accumulated net investment income as determined for financial statement purposes have been reported as distributions from paid-in capital at the fiscal year end in which the distribution is made. Certain of these distributions which are reported as being from paid-in capital for financial statement purposes may be reported to shareholders as taxable distributions due to differing tax and accounting rules. QUANTUS II AND ITS OBJECTIVE AND POLICIES Quantus II is a portfolio of the Trust, which is a diversified, open-end management investment company. Quantus II will be invested primarily in a diversified portfolio of common stocks and fixed income securities, and to a lesser extent in money market securities. Quantus II is one of two portfolios of the Trust. Each portfolio is in effect a separate investment fund issuing a separate series of shares. A shareholder's interest is limited to the assets of the portfolio in which he holds shares, and a shareholder is entitled to a pro rata share of all dividends and distributions arising from the net income and capital gains on the investments of such portfolio. Except for those expenses borne by the Investment Adviser or the Distributor, each portfolio bears the expenses directly attributable to it and a portion of the Trust's general administrative expenses allocated on the basis of asset size. Investment Objective The investment objective of Quantus II is long-term capital appreciation through investment in a diversified portfolio of common stocks and fixed income securities. There can be no assurance that the Portfolio will achieve its investment objective. The Investment Adviser intends to employ a quantitative systematic approach to the allocation of the assets of the Portfolio between equity, fixed income and money market securities as well as to the selection, once that determination has been made, of the equity and fixed income securities for investment. Under this approach, which has been extensively back-tested by the Investment Adviser, such allocations and selections will be based on a review of certain macroeconomic data and certain financial criteria which the Investment Adviser believes relevant to identifying the current status of the equity market cycle and the future performance of particular securities. It is expected that over each market cycle the average portion of the Portfolio's assets which will be invested in equity securities will be 80% (with a maximum of 100%). When the Investment Adviser believes, based on a review of certain macroeconomic data and financial criteria, that the stock market is likely to experience a downturn, up to 50% of the assets of the Portfolio may be invested temporarily in money market securities. The portion of the Portfolio's assets invested in fixed income securities may vary from 0% to 50%. In order to identify the current state of the equity market cycle and interest rate cycles (and thereby make a determination as to the allocation of assets between money market, fixed income and equity securities), the Investment Adviser will review certain macroeconomic data and financial criteria. Once the Investment Adviser has reached a conclusion as to the allocation of assets based on a review of macroeconomic data and financial criteria, the selection of the individual securities will be based on the processes described below. Equities The Investment Universe is the basic universe from which portfolio securities are selected for Quantus II. It is comprised of the common stocks of approximately 500 issuers generally representing U.S. companies having a large market capitalization and relatively high liquidity. The list of issuers to be included in the Investment Universe is determined with the objective to reflect fairly the presumably most efficient section of the U.S. equity market. The following selection criteria are taken into consideration for this purpose: - market capitalization (i.e., market price per share times the total number of shares outstanding); - level and steadiness of trading volumes; and - information supply (mainly research coverage by institutional research firms). Refinements are made in accordance with what the Investment Adviser believes will help the objective. For example, adjustments may be required to avoid overrepresentation of an industry relative to the market. The Investment Universe is maintained and revised by the Investment Adviser. Issuers are eliminated and replaced to the extent that their common stocks do not satisfy, or are expected not to satisfy, the selection criteria any longer, due to past or coming developments. Even in the absence of such developments, the Investment Adviser revises the Investment Universe at least once every 12 months. A list of approximately 700 issuers comprising the Investment Universe as of December 31, 1995 is set forth in the Statement of Additional Information. The selection of the individual securities in which the assets of the Portfolio allocated to equity securities will be invested, will be based on an assessment of three critical factors which, according to backtests carried out by the Investment Adviser, have independent value and meaningful and reliable predictive power. These critical factors are: (a) Value - A measure of current market prices relative to expected earnings growth for each individual stock. (b) Price Momentum - An evaluation of market price trends for each stock. (c) Earnings Momentum - A measure of the trends in earnings expectations issued by all major analysts following a particular stock. These three factors are used to produce rankings of the common stocks comprising the Investment Universe. Based on an analysis of these rankings, the Investment Adviser selects a list of approximately 50 stocks generally offering value as well as attractive price and earnings momentums. The portion of the Portfolio's assets allocated to equity securities is invested in equal amounts in those approximately 50 stocks. The normal frequency of portfolio rebalancings is monthly. Between these normal dates, however, the Investment Adviser may decide to undertake adjustments as required by any specific circumstances. Fixed Income The Portfolio's assets allocated to fixed income securities will be invested in U.S. Treasury notes and bonds with at least one year to maturity. The Investment Adviser's selection of fixed income investments will be based on an analysis of the expected future direction of interest rates, using various proprietary economic and financial indicators developed by the Investment Adviser. Options and Futures In seeking to protect against the effect of changes in interest rates or equity security prices that would be adverse to the present or prospective position of the Portfolio, the Portfolio may employ certain risk management practices, including transactions in options, futures contracts and options on futures contracts on securities, securities indices and financial instruments. These practices may involve certain risks, which are summarized below and in the Appendix. Certain provisions of the Internal Revenue Code may limit the extent to which the Portfolio may enter into futures contracts or engage in options transactions. See "Taxes" in the SAI. Options on Securities and Securities Indices In an effort to reduce fluctuations in net asset value, the Portfolio may write put and call options and purchase put and call options on securities that are traded on United States securities exchanges and over-the-counter markets and on domestic securities indices. This practice may result in the loss of principal under certain market conditions. Futures Contracts and Options on Futures Contracts The Portfolio may enter into contracts for the purchase or sale for future delivery of debt securities and futures contracts based on financial instruments or stock indices, including any index of U.S. securities ("Futures Contracts"), and may purchase and write options to buy or sell Futures Contracts ("Options on Futures Contracts"). Futures Contracts and Options on Futures Contracts to be written or purchased by the Portfolio will be traded on U.S. exchanges. These investment techniques are designed to hedge against anticipated future changes in interest rates or equity security prices which otherwise might either adversely affect the value of the Portfolio's securities or adversely affect the prices of securities which the Portfolio intends to purchase at a later date. Should interest rates or equity security prices move in an unexpected manner, the Portfolio may not achieve the anticipated benefits of Futures Contracts or options on Futures Contracts or may realize a loss. The Board of Trustees has adopted the requirement that Futures Contracts and Options on Futures Contracts only be used as a hedge and not for speculation. In addition to this requirement, the Board of Trustees has also adopted two percentage restrictions on the use of Futures Contracts. The first restriction is that the Portfolio will not enter into any Futures Contracts and/or Options on Futures Contracts if immediately thereafter the aggregate of the amount of initial margin deposits on all the Futures Contracts and Options on Futures Contracts of the Portfolio and premiums paid on Options on Futures Contracts would exceed five percent of the market value of the Portfolio's total assets. The second restriction is that the aggregate market value of the Futures Contracts held by the Portfolio not exceed 50% of the market value of the Portfolio's total assets. Neither of these restrictions will be changed by the Board of Trustees without considering the policies and concerns of various federal and state regulatory agencies. Other Investment Policies Money-Market Securities. The only money market securities in which Quantus II will invest are U.S. Treasury bills, certificates of deposit, time deposits, bankers' acceptances, commercial paper and repurchase agreements. Quantus II only will invest in a certificate of deposit or bankers' acceptance issued by a commercial bank which is organized and operating in the United States, has total assets of at least one billion dollars and is a member of the Federal Deposit Insurance Corporation. In addition, Quantus II only will invest in commercial paper rated A- 1 by Standard & Poor's Ratings Group or Prime-1 by Moody's Investors Service, Inc. Investment Restrictions. The Trust has adopted certain restrictions and policies relating to the investment of the assets and the activities of Quantus II which are fundamental policies of the Portfolio and may not be changed without the approval of the holders of a majority of the Portfolio's outstanding voting securities. Among the more significant restrictions, Quantus II may not (1) invest 25% or more of its total assets in the securities of issuers in any particular industry (other than U.S. Government securities or Government agency securities); (2) purchase the securities of any one issuer, other than the U.S. Government, if immediately after such purchase more than 5% of the value of its total assets would be invested in such issuer; (3) buy or sell commodities or commodities contracts, except that it may purchase and sell (or write) futures contracts on debt securities, financial instruments or stock indices and it may purchase securities of companies which invest or deal in commodities. Other restrictions are set forth in the SAI under the caption "Quantus II and Its Objective and Policies - Investment Restrictions." In addition, as described in the SAI, Quantus II may invest in repurchase agreements and may borrow amounts up to 10% of its net assets for temporary emergency purposes and it may pledge its assets in connection with such borrowings. INVESTMENT ADVISER The investment adviser to the Portfolio is Paribas Asset Management, Inc. The Investment Adviser, subject to the general supervision of the Trust's Board of Trustees, renders investment advice to the Portfolio and is responsible for the overall management of its business affairs. The Investment Adviser receives a monthly fee from the Trust at the rates set forth below, based on the average daily value of the net assets of the Portfolio: Average Daily Net Assets Annual Rate Up to $10 million 0.625% Over $10 million up to $25 million 0.55% Over $25 million up to $50 million 0.45% Over $50 million 0.35% This fee is calculated daily and paid monthly. For the year ended December 31, 1995, the investment advisory fee incurred by the Portfolio totalled $382,369 (representing 0.45% of its average net assets). The principal business address of the Investment Adviser is 787 Seventh Avenue, New York, New York 10019. It is a majority- owned subsidiary of Paribas North America, Inc., which in turn is a subsidiary of Compagnie Financiere de Paribas. The Investment Adviser is part of the Paribas Group, a multinational financial institution with assets in excess of $100 billion and offices in nearly 60 countries. The Investment Adviser was organized in the United States in 1984. The Investment Adviser and its affiliates currently advise over $44 billion in private or foreign investment companies as well as numerous pension funds and other institutional investors. Securities held by Quantus II may also be held by other funds for which the Investment Adviser may act as an adviser or by investment advisory clients of the Investment Adviser. If purchases or sales of securities for Quantus II or other funds for which the Investment Adviser acts as an investment adviser or for its other advisory clients arise for consideration at or about the same time, transactions in such securities will be made, insofar as feasible, for the respective funds and clients in a manner deemed equitable to all. To the extent that transactions on behalf of more than one client of the Investment Adviser during the same period may increase the demand for securities being purchased or the supply of securities being sold, there may be an adverse effect on price or volume. Portfolio Manager. Hubert Goy, Senior Investment Officer of Paribas Asset Management, Inc., has been primarily responsible for management of the Portfolio's assets since April 1996. Prior to April 1996, he was Senior Vice President to Paribas Asset Management S.A., since January 1984; Senior Investment Oficer to Paribas Asset management, Inc. since January 1988 and Vice President to Banque Paribas from December 1983 to February 19983. The Portfolio Manager's management discussion and analysis and additional performance information regarding the Portfolio during the fiscal year ended December 31, 1995 is included in the Trust's Annual Report for 1995. A copy of the Annual Report may be obtained upon request, without charge, by writing or calling the Trust at the address or phone number located on page one of this Prospectus. Expenses. For the fiscal year ended December 31, 1995, total expenses incurred by the Portfolio amounted to $838,908 (representing 0.98% of its average net assets). The Investment Advisory Agreement between the Trust and the Investment Adviser obligates the Investment Adviser to provide investment advisory services and to pay all compensation of and furnish office space for officers and employees of the Trust connected with trading and investment management of Quantus II, as well as the fees of all trustees of the Trust who are affiliated persons of the Investment Adviser. Each portfolio of the Trust, including Quantus II, pays all other expenses incurred in its operation and a portion of the Trust's general administrative expenses allocated daily on the basis of the asset size of the respective portfolios. Expenses that will be borne directly by the portfolios include redemption expenses, expenses of portfolio transactions, shareholder servicing costs, expenses of registering the shares under Federal and state securities laws, pricing costs (including the daily calculation of net asset value), interest, certain taxes, charges of the custodian and transfer agent and other expenses attributable to a particular portfolio. Expenses that will be allocated on the basis of size of the respective portfolios include trustees' fees, legal expenses, state franchise taxes, auditing services, costs of printing proxies, shareholder reports and prospectuses and SAIs (except to the extent paid by the Distributor), SEC fees, accounting costs and other expenses properly payable by the Trust and allocable on the basis of size of the respective portfolios. Depending upon the nature of the lawsuit, litigation costs may be directly applicable to a portfolio or allocated on the basis of the size of the respective portfolios. The Board of Trustees of the Trust has determined that this is an appropriate method of allocation of expenses. As required by the distribution agreement between the Trust and the Distributor, the Distributor will pay certain of the expenses of the Trust incurred in connection with the offering of shares of the portfolios of the Trust, including the expense of printing the prospectuses used in connection with the continuous offering of such shares. ADMINISTRATOR First Data Investor Services Group, Inc. (the "Administrator"), a wholly owned subsidiary of First Data Corporation located at One Exchange Place, Boston Massachusetts 02109, serves as Administrator to the Trust pursuant to an agreement with the Trust (the "Administration Agreement"). The Trust pays the Administrator for services rendered by the Administrator to the Portfolio an aggregate monthly fee computed at an annual rate equal to .25 of 1% calculated on the Portfolio's net assets and paid monthly, subject to a minimum annual fee of $260,000 for the Trust. Pursuant to the Administration Agreement, subject to the overall authority of the Board of Trustees in accordance with Massachusetts law, the Administrator will assist in certain aspects of the Trust's and the Portfolio's administration and operation. Among other things, the Administrator will provide to the Portfolio statistical and research data, clerical help and accounting, data processing, bookkeeping internal auditing, corporate secretarial services and certain other services (including calculation of the net asset value of the Portfolio's shares) required by the Portfolio, prepare reports to shareholders and prepare tax returns and reports to and filings with the SEC and State Blue Sky authorities. MANAGEMENT The Trustees of the Trust consist of four individuals, three of whom are not "interested persons" of the Trust as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). The Trustees of the Trust are responsible for the overall supervision of the operations of the Trust and perform the various duties imposed on the trustees of investment companies by the 1940 Act. The Trustees will elect officers annually. The Trustees of the Trust and their principal employment are as follows: GEOFFREY H. MOORE - Director, Center for International Business Cycle Research, Graduate School of Business, Columbia University, since 1983. THOMAS C. PRYOR - Director and Vice President, Yeager, Wood and Marshall Incorporated, since 1991 and 1992, respectively; Consultant, Yeager, Wood and Marshall, Incorporated, from 1986 to 1992. JOHN W. ENGLISH - Investment Consultant; Private Investor; Vice President and Chief Investment Officer, The Ford Foundation, from 1981 to 1993. ALAIN LECLAIR* - Chairman of the Investment Adviser since February 1986; President of the Investment Adviser from 1984 to February 1986. As described under the caption "Investment Adviser," the Investment Adviser has assumed responsibility for the actual management of the business affairs of the Portfolio, subject to the general supervision of the Trust's Board of Trustees. The responsibility for making decisions to buy, sell or hold a particular security rests with the Investment Adviser. The Investment Adviser performs certain of the other administrative services and provides all the office space, facilities, equipment and necessary personnel for investment management of the Portfolio. Each Trustee who is not an officer or employee of the Investment Adviser or its affiliates will receive an annual fee from the Trust of $10,000, payable in four equal quarterly installments of $2,500 each (see "Investment Adviser - Expenses"). All Trustees are reimbursed for any expenses incurred in attending meetings of the Board of Trustees of the Trust or of any committee thereof. No officer or employee of the Investment Adviser or its affiliates receives any compensation from the Trust for acting as a trustee or officer of the Trust. The Trust has no employees other than its officers, all of whom are compensated by the Investment Adviser. Sumitomo Life Insurance Company, Foreign Securities Investment Division 2-8-1 Yaesu, Chuo-Ku, Tokyo 104, Japan beneficially held 100% of the outstanding shares of the Portfolio as of April 19, 1996. PURCHASE OF SHARES Shares of Quantus II may be purchased directly from the Distributor. The public offering price for shares of Quantus II is the net asset value per share. There is no sales charge for the purchase of shares. Purchases of shares are made at the public offering price next determined after receipt of an order by the Portfolio's transfer agent, Unified Advisers Inc. (the "Transfer Agent"), a subsidiary of Unified Holdings, Inc. The public offering price is the net asset value per share. Net asset value per share will be determined in the manner set forth under "Net Asset Value." The minimum initial purchase in Quantus II is $1,000,000. The minimum subsequent purchase of shares of the Portfolio is $10,000. Quantus II is primarily designed for institutional investors, such as tax-qualified retirement and pension plans, profit-sharing plans, 401(k) plans, and charitable and educational endowments. How to Buy Shares. To purchase shares of Quantus II, an investor must complete and sign the Account Application on page 17 and pay for the shares being purchased. No redemptions will be permitted until a complete application is on file. Payment may be by mail or by wire. Purchase by Mail. Purchase by mail may be made by check or federal reserve draft for the purchase price sent to Paribas Trust for Institutions, c/o Unified Advisers, Inc., 429 N. Pennsylvania Street, Indianapolis, Indiana 46204-1897, together within the case of a new account, a completed Account Application (see page 17). Checks and federal reserve drafts should be made payable to Paribas Trust for Institutions. Certified checks are not necessary, but checks are accepted subject to collection at full face value in United States funds and must be drawn on a United States bank. If an investor purchases shares by check, payment of the proceeds of redemption of such shares may be delayed until the Trust is reasonably satisfied that the investment has been collected (which will take up to 15 days after the purchase of the shares). If the Trust is unable to collect upon the full face value of an investor's check, the purchase order will be cancelled and the investor may be liable for any losses or fees incurred. Purchase by Wire. Purchase by wire may be made through a bank or Federal Funds wire. To purchase shares of Quantus II by wire, the investor must have an application on file and must telephone the Transfer Agent at 800-445-1326 to confirm the wire. The initial purchase by an investor may be made by wire provided that the investor has an application on file. On the telephone the following information will be requested by the Transfer Agent: name(s) in which the account is registered, account number, amount being wired and wiring bank. Instructions should then be given by the investor to its bank to wire the specified amount, along with the account name(s) and number to: Boston Safe Deposit & Trust Company ABA/Routing #001001234 ACCOUNT #16-677-4 ATTENTION: PARIBAS TRUST FOR INSTITUTIONS (QUANTUS II) General. All funds will be fully invested in full and fractional shares. The issuance of shares is recorded on the books of the Trust. The Transfer Agent will send to each shareholder of record a statement of shares of Quantus II owned after each purchase or redemption transaction relating to such shareholder. Distribution Agreement. The Distributor is the principal underwriter and distributor of shares of the Portfolio and is an affiliate of the Investment Adviser. The Distributor is located at 787 Seventh Avenue, New York, New York 10019. The Distributor makes a continuous offering of the Portfolio's shares and bears the costs and expenses of printing and distributing any copies of any prospectuses and annual and interim reports of the Trust (after such items have been prepared and set in type) which are used in connection with the offering of shares to selected dealers or investors, and the cost and expenses of preparing, printing and distributing any other literature used by the Distributor in connection with the offering of the shares for sale to the public. NET ASSET VALUE The net asset value per share of Quantus II is calculated as of the close of trading on the New York Stock Exchange (the "Exchange") each business day (i.e., Monday through Friday) that the Exchange is open for trading. The Exchange is closed on the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The net asset value per share for Quantus II is computed by dividing the sum of the value of the portfolio securities held by the Portfolio plus any cash or other assets minus all liabilities by the total number of shares of the Portfolio outstanding at such time, rounded to the nearest cent. Expenses are accrued daily. Securities listed or traded on a national securities exchange are valued at the last quoted sales price on the day the valuations are made. Listed securities that are not traded on a particular day, and securities regularly traded in the over-the- counter market, are valued at the price within the limits of the latest bid and asked prices deemed by the Trustees, or by persons delegated by the Trustees, best to reflect fair value. Other assets and securities are valued in a manner determined in good faith by the Trustees, or their delegates, to reflect their fair value. REDEMPTION OF SHARES Shareholders have the right to require the Trust to redeem their shares upon receipt of a written request in proper form. The redemption price of shares of Quantus II is the net asset value per share of the Portfolio next determined after the initial receipt by the Transfer Agent of proper notice of redemption. If a shareholder redeems all of the shares in its account, it will receive, in addition to the net asset value of the shares redeemed, a separate check representing all dividends declared but unpaid. If a shareholder redeems a portion of the shares in its account, the dividends declared but unpaid on the shares redeemed will be distributed on the next dividend payment date. Redemption. A shareholder wishing to redeem shares of Quantus II may do so without charge by tendering a written request for redemption in proper form, as explained below, directly to the Transfer Agent, Unified Advisers, Inc., c/o Paribas Trust for Institutions, together with the Certificates, if any, issued for such shares. To be in proper form, the redemption request requires the signature(s) of all persons in whose name(s) the shares are registered, signed exactly as their name(s) appear on the Transfer Agent's register or on the certificate(s), as the case may be. In addition, the signatures on the notice must be guaranteed by a commercial bank which is a member of the FDIC or a trust company or by a member firm of a national or regional securities exchange. A notary public, savings bank or savings and loan association is not an acceptable guarantor. In certain instances, the Transfer Agent may require that the request also be accompanied or followed by additional documents, such as trust instruments, death certificates, appointments as executor or administrator, or certificates of corporate authority. Payment of redemption proceeds will be mailed within seven days of receipt by the Transfer Agent of a proper notice of redemption. At various times the Trust may be requested to redeem shares for which it has not yet received good payment. The Trust may delay or cause to be delayed the mailing of a redemption check for a period of up to 15 days until it is assured that good payment (e.g., cash or certified check drawn on a United States bank) has been collected for the purchase of such shares. DIVIDENDS, DISTRIBUTIONS AND TAXES Dividends and Distributions. It is the Trust's intention to continue to distribute substantially all of the net investment income, if any, of Quantus II. For dividend purposes, net investment income will consist of all payments of dividends, interest and net realized short-term capital gains received by the Portfolio less its estimated expenses. Dividends from net investment income of the Portfolio are declared annually in additional full and fractional shares of the Portfolio at net asset value unless the shareholder elects to receive such dividends in cash. In general, all net realized long-term capital gains of the Portfolio, if any, are distributed annually after the close of the Trust's fiscal year. Unless the shareholder elects to receive dividends or distributions of the Portfolio in cash, dividends and capital gains distributions are automatically reinvested in shares of the Portfolio at a price equal to the net asset value per share of the Portfolio on the day such dividend or distribution is paid. See "Shareholder Services - Reinvestment of Dividends and Capital Gains Distributions" for information as to how to elect either dividend reinvestment or cash payments. Dividends and distributions are taxable to shareholders and subject to income tax whether they are reinvested or received in cash. Taxes. The Trust has in the past elected the special tax treatment afforded regulated investment companies under the Internal Revenue Code of 1986, as amended (the "Code"). The Portfolio believes that it has qualified for such treatment and intends to continue to qualify therefor. If it so qualifies, in any fiscal year with respect to which it distributes at least 90% of its net investment income, the Portfolio (but not its shareholders) will be relieved of Federal income tax on the amount distributed. The Portfolio contemplates declaring as dividends 100% of its net investment income. See "Dividends and Distributions." If in any taxable year the Portfolio does not qualify as a regulated investment company, all of its taxable income and gains will be taxed to the Portfolio at corporate rates. Dividends and distributions will be taxable to shareholders as ordinary income or long-term capital gains, whether received in cash or reinvested in additional shares of the Portfolio. Each shareholder will be sent a statement which will include the amount of dividends paid and will identify whether such dividends represent ordinary income or long-term capital gains. The Statement of Additional Information describes the effect of other provisions of the Code on the Portfolio and its shareholders. Investors are urged to consult their attorneys or tax advisers regarding specific questions as to federal, foreign, state or local taxes. PORTFOLIO TRANSACTIONS The Trust has no obligation to deal with any dealer or group of dealers in the execution of transactions in portfolio securities. Subject to policy established by the Trustees of the Trust, the Investment Adviser is primarily responsible for the portfolio decisions of the Portfolio and for placing its portfolio transactions. It is the policy of the Trust to obtain the best net results taking into account such factors as price (including the applicable dealer spread), the size, type and difficulty of the transaction involved, the firm's general execution and operational facilities, and the firm's risk in positioning the securities involved and the provision of supplemental investment research, in most cases consisting of quantitative investment research. While the Investment Adviser generally seeks reasonably competitive spreads or commissions, the Portfolio will not necessarily be paying the lowest spread or commission available. Consistent with the policy of the Portfolio to select brokers based on the brokers' ability to get the best price in the market and on the quality of the research provided, the Trust will also on occasion effect transactions through brokers which have been instrumental in the sale of shares of the Portfolio. SHAREHOLDER SERVICES The Trust offers a number of shareholder services designed to facilitate investment in its shares at no extra cost to the investor. Below is a description of such services. Full details as to each such service and copies of the various plans described below can be obtained from the Trust. Investment Account. Every shareholder has an Investment Account and will receive from the Transfer Agent transaction reports after each share transaction and dividend reinvestment. After the end of each year, each shareholder will receive Federal income tax information regarding dividends and capital gains distributions. Reinvestment of Dividends and Capital Gains Distributions. Unless specific instructions are given on the application form as to the method of payment of dividends and capital gains distributions, they will automatically be reinvested in additional shares of the Portfolio. Such reinvestment will be at the net asset value of the shares of the Portfolio as of the close of business on the day on which the dividend or distribution is paid. Shareholders may elect in writing to receive either their income dividends or capital gains distributions, or both, in cash, in which event payment will be mailed by the Transfer Agent as soon as practicable after the payment date. Shareholders may, at any time, notify the Transfer Agent in writing that they no longer wish to have their dividends and/or distributions reinvested in shares or vice versa and, immediately upon receipt by the Transfer Agent of such notice, those instructions will be effected. ADDITIONAL INFORMATION Organization of the Trust. The Trust, a Massachusetts business trust, was organized on September 16, 1985 as a diversified, open-end management investment company. Description of Shares. The Declaration of Trust provides that the Trust will be comprised of separate series each of which will consist of a separate portfolio which will issue a separate series of shares. The Trustees are authorized to create an unlimited number of series and, with respect to each series, to issue an unlimited number of full and fractional shares of a single class and to divide or combine the shares into a greater or lesser number of shares without thereby changing the proportionate beneficial interests in the series. All shares have equal voting rights, except that only shares of the respective series are entitled to vote on matters concerning only that series. At the date of this Prospectus, there are no existing series of the Trust other than the Quantus Equity Managed Portfolio and Quantus II. Each share of a series of the Trust has equal dividend, distribution, liquidation and voting rights with other shares of that series. Each issued and outstanding share of a series is entitled to one vote and to participate equally in dividends and distributions declared by the Trust out of that series and in net assets of the series remaining upon liquidation or dissolution after satisfaction of outstanding liabilities. The shares of each series of the Trust, when issued, will be fully paid and non- assessable, have no preference, preemptive, conversion, exchange or similar rights, and will be freely transferable. There will normally be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees holding office have been elected by shareholders, at which time the Trustees then in office will call a shareholders' meeting for the election of Trustees. Shareholders may, in accordance with the Declaration of Trust, cause a meeting of shareholders to be held for the purpose of voting on the removal of Trustees. Meetings of the shareholders will be called upon written request of shareholders holding in the aggregate not less than 10% of the outstanding shares having voting rights. Except as set forth above, the Trustees will continue to hold office and appoint successor Trustees. Shares do not have cumulative voting rights and the holders of more than 50% of the shares of the Trust voting for the election of Trustees can elect all of the Trustees of the Trust if they choose to do so and in such event the holders of the remaining shares would not be able to elect any Trustees. Shareholders are entitled to redeem their shares as set forth under "Redemption of Shares". The authorized capital stock of the Trust consists of an indefinite number of shares of beneficial interest, having a par value of $0.10 per share. Custodian, Transfer and Dividend Disbursing Agent. Boston Safe Deposit and Trust Company, located at One Boston Place, Boston, Massachusetts 02108, serves as the Portfolio's custodian. Unified Advisers, Inc., located at 429 North Pennsylvania Street, Indianapolis, Indiana 46204, serves as the Portfolio's transfer agent and dividend disbursing agent. First Data Investor Services Group, Inc. maintains the Portfolio's accounting records. Counsel and Auditor. Rogers & Wells, special securities counsel to the Trust, passes upon legal matters for the Trust in connection with the shares offered by this Prospectus. Arthur Andersen LLP is the independent public accountant of the Trust. Miscellaneous. The Trust issues to its shareholders semi- annual reports containing unaudited financial statements and annual reports containing financial statements audited by independent public accountants approved annually by the shareholders. This Prospectus does not contain all the information included in the Registration Statement filed with the SEC under the Securities Act of 1933 with respect to the securities offered hereby, certain portions of which have been omitted pursuant to the rules and regulations of the SEC. The SAI, dated May 1, 1996, which forms a part of the Registration Statement, is incorporated by reference into this Prospectus. The SAI may be obtained without charge as provided on the cover page of this Prospectus. The Registration Statement including the exhibits filed therewith may be examined at the office of the SEC in Washington, D.C. The Declaration of Trust establishing the Trust, dated September 16, 1985, a copy of which, together with all amendments thereto (the "Declaration"), is on file in the Office of the Secretary of the Commonwealth of Massachusetts, provides that the name "Paribas Trust for Institutions" refers to the trustees under the Declaration collectively as trustees, but not as individuals or personally; and no trustee, shareholder, officer, employee or agent of the Trust may be held to any personal liability, nor may resort be had to their private property for the satisfaction of any obligation or claim otherwise in connection with the affairs of the Trust but the Trust's property only shall be liable. APPENDIX Risk Factors in Options and Futures Transactions Risks of Imperfect Correlation of Hedging Instruments with the Portfolio. The Portfolio's ability effectively to hedge all or a portion of its assets through transactions in options on securities indices and futures contracts on debt securities, financial instruments and stock indices and related options depends on the degree to which price movements in the index or instrument underlying the hedging instrument correlates with price movements in the relevant portion of the Portfolio. In the case of futures contracts and options based on an index, the Portfolio will not duplicate the components of the index. In the case of financial futures contracts and options thereon, the Portfolio's securities that are being hedged will not generally be the type of obligation underlying the futures contract. As a result, the correlation will probably not be perfect. Consequently, the Portfolio bears the risk that the price of the Portfolio's securities being hedged will not move in the same amount or direction as the underlying index or instrument. For example, if the Portfolio purchases a put option on an index and the index decreases less than the value of the hedge securities, the Portfolio would experience a loss that is not completely offset by the put option. It is also possible that there may be a negative correlation between the index or obligation underlying an option or futures contract in which the Portfolio has a position and the assets the Portfolio is attempting to hedge, which may result in a loss on both the Portfolio and the hedging instrument. The Portfolio will invest in a hedging instrument only if, in the judgment of the Investment Adviser, there is expected to be a sufficient degree of correlation between movements in the value of the instrument and movements in the value of the relevant portion of the Portfolio's assets for such hedge to be effective. There can be no assurance that the Investment Adviser's judgment will be accurate. Investments in futures contracts and options thereon entail the additional risk of imperfect correlation between movements in the futures or options price and the price of the underlying index or instrument. The anticipated spread between the prices may be distorted due to differences in the nature of the markets, such as differences in margin and maintenance requirements, the liquidity of such markets and the participation of speculators in the futures market. Potential Lack of a Liquid Secondary Market. Prior to exercise or expiration, an option position can only be terminated by entering into a closing purchase or sale transaction. This requires a secondary market on an exchange for call or put options of the same series. Similarly, positions in futures contracts and options thereon may be closed out only on an exchange that provides a secondary market for such futures contracts. While the Portfolio will enter into an option or futures position only if there appears to be a liquid secondary market or futures contracts, there can be no assurance that such a market will exist for any particular option or futures contract at any specific time. Thus, it may not be possible to close an option or futures position. In the case of options on a security, the Portfolio might be required to exercise options it has purchased and sell or purchase the underlying security to realize a profit, and in the absence of such a market, the Portfolio would not be able to dispose of a security on which it has written a call option until the option is exercised or expires. In the event of adverse price movements in a futures position that the Portfolio was unable to close out on an exchange, the Portfolio would continue to be required to make daily cash payments of variation margin. In such situations, if the Portfolio has insufficient cash it may have to sell portfolio securities to meet daily variation margin requirements at a time when it may be disadvantageous to do so. In addition, while the Portfolio does not intend to take or make delivery of the instruments underlying financial futures contracts it holds, or to make cash settlement on stock index futures contracts it holds, it may be required to do so. The inability to close options and futures positions also could have an adverse impact on the Portfolio's ability to hedge its assets effectively. The liquidity of a secondary market in a futures contract or option thereon may be adversely affected by "daily price fluctuation limits" established by exchanges which limit the amount of fluctuation in a futures contract price during a single trading day. Once the daily limit has been reached in the contract, no trades may be entered into at a price beyond the limit, thus preventing the liquidation of open futures or option positions. Prices have in the past moved the daily limit on a number of consecutive trading days. If the Portfolio purchases futures contracts or call options thereon to hedge against a possible increase in the price of securities before the Portfolio is able to invest its cash in such securities, is it possible that the market may instead decline. If the Portfolio does not then invest in such securities because of concern as to possible further market decline or for other reasons, the Portfolio may realize a loss on the futures or option contract that is not offset by a reduction in the price of the securities purchased. Because of low initial margin deposits made upon the opening of a futures position, futures transactions involve substantial leverage. As a result, relatively small movements in the price of the futures contract can result in substantial unrealized gain or losses. Because the Portfolio will engage in the purchase and sale of financial futures contracts solely for hedging purposes, however, any losses incurred in connection therewith should, if the hedging strategy is successful, be offset in whole or in part by increases in the value of securities held by the Portfolio or decreases in the price of securities the Portfolio intends to acquire. Trading and Position Limits. Each of the exchanges has established limitations governing the maximum number of call or put options on the same side of the market and the same underlying security (whether or not covered) that may be written or held by a single investor, whether acting alone or in concert with others (regardless of whether such options are written or held on the same or different exchanges or are held or written in one or more accounts or through one or more brokers). In addition, the Commodity Futures Trading Commission and the various exchanges have established limits referred to as "speculative position limits" on the maximum net long or net short position that any person may hold or control in a particular futures contract. "Trading Limits" may be imposed on the maximum number of contracts that any person may trade on a particular trading day. An exchange may order the liquidation of positions found to be in violation of these limits and it may impose other sanctions or restrictions. The Investment Adviser does not believe that these trading and position limits will have any adverse impact on the strategies for hedging the Portfolio's assets. Risks of Options on Futures Contracts. The amount of risk the Portfolio assumes when it purchases an option on a futures contract is the premium paid for the option plus related transaction costs. In order to profit from an option purchased, however, it may be necessary to exercise the option and to liquidate the underlying futures contract, subject to the risks of the availability of a liquid offset market described herein. In addition to the correlation risks discussed above, the purchase of an option also entails the risk that changes in the value of the underlying futures contract will not be fully reflected in the value of the option purchased. The writer of an option on a futures contract is subject to the risks of commodity futures trading, including the requirement of variation margin payments, as well as the additional risk that movements in the price of the option may not correlate with movements in the price of the underlying security or futures contract. QUANTUS II Account Application Mail to: Paribas Trust for Institutions c/o Unified Advisers, Inc. 429 N. Pennsylvania Street Indianapolis, Indiana 46204-1897 REGISTRATION: The account should be registered as follows: __________________________________________________________________ Name of Account __________________________________________________________________ Street __________________________________________________________________ City State Zip Attention: CASH DIVIDENDS: Unless checked below, dividends or distributions of the Portfolio will be reinvested automatically in additional shares of the Portfolio. * Check this box if dividends of investment income are to be paid in cash. * Check this box if capital gains distributions are to be paid in cash. INITIAL INVESTMENT: The initial minimum investment is $1,000,000. * Please establish an account with the enclosed check for $ _______ payable to the Paribas Trust for Institutions. Taxpayer ID No.* ______________________________ |___|___|___|___|___|___|___|___|___| * Citizen of U.S. * Other (Please specify) (____)___________________ Area Code Telephone ________________________ * Under the Federal income tax law, you may be subject to certain penalties as well as withholding of tax at a 31% rate if you do not provide a correct number. The Internal Revenue Service requires us to withhold 31% from all dividends, capital gains, and liquidations unless you comply with two conditions: (1) you have given us your Social Security or Taxpayer ID Number (TIN), and (2) you have certified that you are not subject to backup withholding. CERTIFICATION: I ratify any instructions given pursuant to the authorizations described in this Application and agree that neither Paribas Trust for Institutions, Paribas Asset Management, Inc. nor First Data Investor Services Group, Inc. will be liable for any loss, cost or expense resulting from acting upon such authorizations or instructions (given by telephone or in writing) when believed to be genuine, nor will they incur any liability for any action committed or omitted in good faith. I am of legal age, have received and read the current Prospectus of Quantus II and agree to its terms. I understand the investment objective and program of Quantus II and have determined that Quantus II is a suitable investment based upon my investment needs and financial situation. Under penalties of perjury, I certify that (1) my Social Security or Taxpayer ID Number provided is correct or that I have applied for such a number and am waiting for it to be issued and (2) that I am not subject to backup withholding because either (a) I am exempt from backup withholding, or (b) I have not been notified that I am subject to backup withholding for failing to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. Strike out the language in clause (2) above if the IRS has notified you that you ARE subject to backup withholding and you have not since received notice from the IRS that backup withholding has terminated. _________________________ ______________________________ Signature Title _________________________ ______________________________ Signature Title This form when completed should be mailed to: Paribas Trust for Institutions c/o Unified Advisers, Inc. 429 N. Pennsylvania Street Indianapolis, Indiana 46204-1897 INVESTMENT ADVISER Paribas Asset Management, Inc. 787 Seventh Avenue New York, New York, 10019 ADMINISTRATOR First Data Investor Services Group, Inc. One Exchange Place Boston, Massachusetts 02109 CUSTODIAN Boston Safe Deposit and Trust Company One Boston Place Boston, Massachusetts 02108 TRANSFER AGENT Unified Advisers, Inc. 429 N. Pennsylvania Street Indianapolis, Indiana 46204-1897 LEGAL COUNSEL Rogers & Wells 200 Park Avenue New York, New York 10166 AUDITORS Arthur Andersen LLP 1345 Avenue of the Americas New York, New York 10105 QUANTUS II (a Portfolio of Paribas Trust for Institutions) ___________ PROSPECTUS ___________ INVESTMENT ADVISER Paribas Asset Management, Inc. 787 Seventh Avenue New York, New York 10019 DISTRIBUTOR Paribas Corporation 787 Seventh Avenue New York, New York 10019 May 1, 1996 This Prospectus should be retained for future reference. STATEMENT OF ADDITIONAL INFORMATION QUANTUS II A Portfolio of PARIBAS TRUST FOR INSTITUTIONS 787 Seventh Avenue New York, New York 10019 For general information and purchases call (212) 841-3200 Quantus II (or the "Portfolio") is a portfolio of the Paribas Trust for Institutions (the "Trust"), which is a professionally managed, diversified, open-end management investment company comprised of two portfolios. This Statement of Additional Information (the "SAI") of Quantus II is not a prospectus and should be read in conjunction with the Prospectus of Quantus II, dated May 1, 1996 (the "Prospectus"), which has been filed with the Securities and Exchange Commission (the "SEC") and is available upon oral or written request without charge. Copies of the Prospectus can be obtained by calling or by writing the Trust at the above telephone number or address. This SAI has been incorporated by reference into the Prospectus. The date of this SAI is May 1, 1996. TABLE OF CONTENTS Page Quantus II and Its Objective and Policies 3 Management of Quantus II 5 Investment Advisory and Other Services 6 Portfolio Transactions 7 Purchase of Shares 8 Redemption of Shares 8 Taxes 8 Distributor 9 Financial Information 10 Issuers Comprising the Index 11 QUANTUS II AND ITS OBJECTIVE AND POLICIES Reference is made to "Quantus II and Its Objective and Policies" in the Prospectus for a discussion of the investment objective and policies of Quantus II. The Trust is a diversified, open-end management investment company. The shares offered by the Prospectus are shares of beneficial interest of Quantus II, par value $0.10 per share. The Investment Universe. As described in the Prospectus, the selection of major U.S. issuers to be included in the investment universe ("Investment Universe") is led by an analysis of the following three criteria: - market capitalization. Priority is given to issuers having the largest market capitalization in the U.S. equity market. - liquidity. The Investment Adviser's appreciation of the liquidity of a particular common stock is based on how it will be possible to implement the investment strategy by having transactions executed with no or a very limited market impact. The liquidity analysis is based on reviewing the float of the issue as well as the minimum, mean and average trading volumes over a meaningful reference period. - information supply. An issuer will be considered to have inadequate research coverage if fewer than 10 major security analysts regularly issue research reports regarding the issuer. Additional refinements are made in accordance with what Paribas Asset Management, Inc. (the "Investment Adviser") believes will help achieve a fair representation of the presumably most efficient section of the U.S. equity market. In this respect, adjustments are made to take account of expected developments regarding certain issuers, or avoid overrepresentation of an industry relative to its weight in the Standard & Poor's Composite Index of 500 Stocks ("the S&P 500"). For example, the utility industry's weight in the Investment Universe is close to that of the S&P 500 whereas it would be overrepresented based on the sole criteria mentioned above. Such construction process usually enables a typical stock in the Investment Universe to offer better characteristics than the S&P 500 in terms of market capitalization, liquidity and analyst coverage. Investment Restrictions. In addition to the investment restrictions set forth in the Prospectus, the Trust has adopted the following investment restrictions for Quantus II, none of which may be changed without the approval of a majority of the outstanding shares of the Portfolio, which for this purpose means the vote of (i) 67% or more of the Portfolio's shares present at a meeting, if the holders of more than 50% of the outstanding shares of the Portfolio are present or represented by proxy, or (ii) more than 50% of the Portfolio's outstanding shares, whichever is less. The Portfolio may not: (a) Make investments for the purpose of exercising control or management; (b) Purchase securities of other investment companies, except in connection with a merger, consolidation, acquisition or reorganization; (c) Invest in securities (other than securities issued by the U.S. Government or any of its agencies or instrumentalities) of any issuer if immediately after such acquisition the Portfolio would then own more than 10% of the voting securities of that issuer; (d) Invest in interests in oil, gas or other mineral exploration or development programs, except that the Portfolio may invest in securities of issuers which invest or deal in any of the above; (e) Invest in real estate or in interests in real estate, but the Portfolio may purchase readily marketable securities of companies holding real estate or interests therein; (f) Purchase any securities on margin, except for use of short-term credit necessary for clearance of purchase and sales of portfolio securities and the maintenance of margin with respect to futures contracts; (g) Make short sales of securities or maintain a short position or write, purchase or sell puts, calls, straddles, spreads or combinations thereof, except that the Portfolio may write and purchase put and call options on futures contracts and write and purchase put and call options on securities traded on United States securities exchanges and over-the-counter markets and on domestic securities indices; (h) Make loans to other persons, provided that the Portfolio may purchase debt obligations in accordance with its investment objective and policies and the Portfolio may make loans of portfolio securities provided, among other things, that the value of the securities loaned does not exceed 10% of the value of the Portfolio's net assets (the acquisition of bonds, debentures or other corporate debt securities which are not publicly distributed is considered to be the making of a loan under the Investment Company Act of 1940); (i) Borrow amounts in excess of 10% of the total assets of the Portfolio, taken at market value, and then only from banks as a temporary measure for extraordinary or emergency purposes (usually only "leveraged" investment companies may borrow in excess of 5% of their assets; however, the Portfolio will not borrow to increase income but only to meet redemption requests which might otherwise require untimely dispositions of portfolio securities. In addition, the Portfolio will not purchase securities while borrowings are outstanding); (j) Mortgage, pledge, hypothecate or in any manner transfer as security for indebtedness any securities owned or held by the Portfolio except as may be necessary in connection with borrowings mentioned in (i) above, and then such mortgaging, pledging or hypothecating may not exceed 10% of the Portfolio's total assets, taken at market value; (k) Invest in securities with legal or contractual restrictions on resale or for which no readily available market exists if, regarding all such securities, more than 5% of the total assets of the Portfolio (taken at market value) would be invested in such securities; (l) Act as an underwriter of securities, except insofar as the Portfolio may be deemed an underwriter under the Securities Act of 1933 in selling portfolio securities; and (m) Invest in securities of any one issuer with a record of less than three years of continuous operation, including predecessors, except obligations issued or guaranteed by the United States Government or its agencies. Repurchase Agreements. The Portfolio may invest in U.S. Government securities pursuant to repurchase agreements. Repurchase agreements may be entered into only with a member bank of the Federal Reserve System or primary dealer in U.S. Government securities. Under such agreements, the bank or primary dealer agrees, upon entering into the contract, to repurchase the security at a mutually agreed upon time and price, thereby determining the yield during the term of the agreement. This results in a fixed rate of return insulated from market fluctuations during such period. Except with regard to repurchase agreements secured by U.S. government securities, in the event of default or bankruptcy by the seller under a repurchase agreement construed to be a collateralized loan, the Trust may suffer time delays and incur costs or possible losses in connection with such transactions. Management expects that no more than 5 percent of the Portfolio's net assets will be subject to repurchase agreements during the coming year. Lending of Portfolio Securities. Subject to investment restriction (h) above, the Portfolio from time to time may lend securities from its portfolio to brokers, dealers and financial institutions and receive as collateral cash or United States Treasury securities which at all times while the loan is outstanding will be maintained in amounts equal to at least 100% of the current market value of the loaned securities. Any cash collateral will be invested in short-term securities, which will increase the current income of the Portfolio making the loan. Such loans, which will not have terms longer than 30 days, will be terminable at any time. The Trust will have the right to regain record ownership of loaned securities to exercise beneficial rights such as voting rights, subscription rights and rights to dividends, interest or other distributions. The Portfolio may pay reasonable fees to persons unaffiliated with the Trust for services in arranging such loans. In the event of a default by the borrower, the Trust may suffer time delays and incur costs or possible losses in connection with the disposition of the collateral. The Trust expects that no more than 5 percent of the Portfolio's net assets will be committed to the lending of portfolio securities during the coming year. Portfolio Turnover. The Investment Adviser effects portfolio transactions without regard to holding period if, in its judgment, such transactions are advisable in light of a change in circumstances in general market, economic or financial conditions. As a result of its investment policies, the Portfolio may engage in a substantial number of portfolio transactions. The portfolio turnover rate is calculated by dividing the lesser of the Portfolio's annual sales or purchases of portfolio securities (exclusive of purchases or sales of securities the maturities of which at the time of purchase were one year or less) by the monthly average value of the securities in the portfolio during the year. High portfolio turnover results in correspondingly higher brokerage commissions and dealer spreads, both of which are borne directly by the Portfolio, and may increase the percentage of the Portfolio's distributions which are taxable to shareholders as ordinary income. For the fiscal years ended December 31, 1994 and 1995, the portfolio turnover rates were 145% and 206%, respectively. See "Portfolio Transactions" and "Taxes." MANAGEMENT OF QUANTUS II The Trustees and executive officers of the Trust, their ages and principal occupations for the last five years are set forth below. Unless otherwise noted, the address of each Trustee and officer is 787 Seventh Avenue, New York, New York 10019; Alain Leclair - Chairman of the Board and Trustee,* Age 56, Chairman of the Investment Adviser since February 1986; President of the Investment Adviser from 1984 to February 1986. Geoffrey H. Moore - Trustee, Age 82, 475 Riverside Drive, New York, New York 10027; Director, Center for International Business Cycle Research, Graduate School of Business, Columbia University, since 1983. Thomas C. Pryor - Trustee, Age 76, 630 Fifth Avenue, New York, New York 10111; Director and Vice President, Yeager, Wood and Marshall Incorporated (investment counsel), since 1991 and 1992, respectively; Consultant, Yeager, Wood and Marshall Incorporated, from 1986 to 1992. John W. English - Trustee, Age 63, Investment Consultant. Private Investor; Vice President and Chief Investment Officer, The Ford Foundation, from 1981 to 1993. Kurt Braitberg - Secretary and Treasurer, Age 28, Manager, Portfolio Administration, Paribas Asset Management from 1994; Fund Accounting/Trade Settlements for Oppenheimer Management Corp. from October 1990 to June 1994. Pursuant to the terms of the Trust's Investment Advisory Agreement, the Investment Adviser pays all compensation of officers of the Trust as well as the fees of all Trustees of the Trust who are affiliated persons of the Investment Adviser. The Trust pays each unaffiliated Trustee an annual fee of $10,000, payable in four equal quarterly installments of $2,500 each. The Trust pays all Trustees the actual out-of-pocket expenses related to their attendance at meetings. No officer or employee of the Investment Adviser will receives any compensation from the Trust for acting as a trustee or officer of the Trust. Trustee Compensation. Officers of the Trust receive no compensation from the Trust. The Trustees waived the portion of their 1995 fees attributable to the Quantus Equity Managed Portfolio. TOTAL COMPENSATION AGGREGATE FROM THE TRUST NAME OF PERSON COMPENSATION AND COMPLEX PAID AND POSITION FROM THE TRUST TO TRUSTEES John W. English $9694 $9694 Trustee Thomas C. Pryor $9694 $9694 Trustee Dr. Geoffrey Moore $9694 $9694 Trustee Alain Leclair -0- -0- Trustee As of April 22, 1996, all outstanding shares of the Portfolio are beneficially held by Sumitomo Life Insurance Company, Foreign Securities Investment Division, 2-8-1 Yaesu, Chuo-Ku, Tokyo 104, Japan. INVESTMENT ADVISORY AND OTHER SERVICES The Trust has entered into an Investment Advisory Agreement with respect to Quantus II with the Investment Adviser. The principal business address of the Investment Adviser, Paribas Asset Management, Inc., is 787 Seventh Avenue, New York, New York 10019. While the Investment Adviser is at all times subject to the direction of the Board of Trustees of the Trust, under the investment advisory agreement, the Investment Adviser is responsible for the actual management of the Portfolio and reviews the holdings in light of its own research analysis and analyses from other relevant sources. The responsibility for making decisions to buy, sell or hold a particular security rests with the Investment Adviser. The Investment Adviser provides the portfolio manager for the Trust, who considers analyses from various sources, makes the necessary investment decisions and places transactions accordingly. The Investment Adviser is also obligated to perform certain administrative and management services for the Trust and is obligated to provide all the office space, facilities, equipment and personnel necessary to perform its duties under the agreement. Advisory Fee. As compensation for the services rendered by the Investment Adviser under the investment advisory agreement, the Trust pays the Investment Adviser a fee, calculated daily and paid monthly, as set forth below, based on the average daily value of the net assets of the Portfolio: Average Daily Net Assets Annual Rate Up to $10 million 0.625% Over $10 million up to $25 million 0.55% Over $25 million up to $50 million 0.45% Over $50 million 0.35% During the fiscal years ended December 31, 1995, 1994 and 1993, the Portfolio paid the Investment Adviser $382,369, $355,054 and $368,298, respectively, pursuant to the investment advisory agreement. Duration and Termination. Unless earlier terminated as described below, the investment advisory agreement will continue in effect from year to year if approved annually (a) by the Trustees of the Trust or by a majority of the outstanding voting shares of the Portfolio and (b) by a majority of the Trustees who are not parties to such contract or interested persons (as defined in the Investment Company Act of 1940) of any such party. Such contract terminates upon assignment and may be terminated without penalty on 60 days' written notice at the option of either party thereto or by the vote of the shareholders of the Portfolio. Boston Safe Deposit and Trust Company, One Boston Place, Boston, Massachusetts 02108, is the Portfolio's custodian. Unified Advisers, Inc., 429 N. Pennsylvania Street, Indianapolis, Indiana 46204-1897 serves as the Portfolio's transfer agent and dividend disbursing agent. First Data Investor Services Group, Inc. ("First Data") serves as the Portfolio's administrator and maintains the Portfolio's accounting records. See "Administrator" in the Prospectus for information concerning the provisions of the administrative agreement. For the fiscal year ended December 31, 1995, the Portfolio paid administrative fees of $252,059 to First Data. For the period May 6, 1994 through December 31, 1994, the Portfolio paid First Data administrative fees of $154,062. Prior to the close of business on May 6, 1994, The Boston Company Advisors, Inc. ("Boston Advisors"), an indirect wholly owned subsidiary of Mellon Bank Corporation, served as the Portfolio's administrator. For the period January 1, 1994 to May 5, 1994, the Portfolio paid Boston Advisors administrative fees of $41,463. For the fiscal year ended December 31, 1993, the Portfolio paid administrative fees of $122,485 to Boston Advisors. Rogers & Wells, counsel to the Trust, passes upon legal matters for the Trust in connection with the shares offered by the Prospectus. Arthur Andersen LLP is the independent public accountant of the Trust. PORTFOLIO TRANSACTIONS The Portfolio has no obligation to deal with any dealer or group of dealers in the execution of transactions in portfolio securities. Subject to policy established by the Trustees, the Investment Adviser is primarily responsible for the portfolio decisions of the Portfolio and the placing of its portfolio transactions. In placing orders, it is the policy of the Portfolio to obtain the best net results, taking into account such factors as price (including the applicable dealer spread), the size, type and difficulty of the transaction involved, the firm's general execution and operational facilities, and the firm's risk in positioning the securities involved. While the Investment Adviser generally seeks reasonably competitive spreads or commissions, the Portfolio will not necessarily be paying the lowest spread or commission available. The cost of portfolio securities transactions of the Portfolio will primarily consist of brokerage commissions and dealer or underwriter spreads. The debt securities in which the Portfolio may invest will be traded primarily in the over-the-counter market. Where possible, the Portfolio will deal directly with the dealers who make a market in the securities involved except in those circumstances where better prices and execution are available elsewhere. Such dealers usually are acting as principal for their own account. On occasion, securities may be purchased directly from the issuer. Money market securities are generally traded on a net basis and do not normally involve either brokerage commissions or transfer taxes. Certain court decisions have raised questions as to whether investment companies should seek to "recapture" brokerage commissions and underwriting and dealer spreads by effecting their purchases and sales through affiliated entities. In order to effect such an arrangement, the Trust would be required to seek an exemption from the 1940 Act so that it could engage in principal transactions with affiliates. The Board of Trustees has considered the possibilities of seeking to recapture spreads for the benefit of the Trust and, after reviewing factors deemed relevant, has made a determination not to seek such recapture at this time. The Board will reconsider this matter from time to time. The Trust will take such steps as may be necessary to effect recapture, including the filing of applications for exemption under the 1940 Act, if the Trustees should determine that recapture is in the best interests of the Trust or otherwise required by developments in the law. While the Investment Adviser seeks to obtain the most favorable net results in effecting transactions in the Trust's portfolio securities, brokers who provide supplemental investment research to the Investment Adviser may receive orders for transactions by the Trust. Such supplemental research services ordinarily consist of assessments and analysis of the business or prospects of a company, industry or economic sector. If, in the judgment of the Investment Adviser, the Trust will be benefitted by such supplemental research services, the Investment Adviser is authorized to pay commissions to brokers furnishing such services which are in excess of commissions which another broker may charge for the same transaction. Information so received will be in addition to and not in lieu of the services required to be performed by the Investment Adviser under its investment advisory agreement. The expenses of the Investment Adviser will not necessarily be reduced as a result of the receipt of such supplemental information. In some cases, the Investment Adviser may use such supplemental research in providing investment advice to its other investment advisory accounts. For the fiscal years ended December 31, 1995, 1994 and 1993 the Trust paid brokerage commissions in the amounts of $380,007, $330,155 and $479,597, respectively, in connection with the Portfolio's portfolio transactions. During the fiscal years ended December 31, 1995, 1994 and 1993, the Trust paid no brokerage commissions with respect to affiliated portfolio transactions. PURCHASE OF SHARES As described in the Prospectus under the caption "Purchase of Shares," the shares of the Portfolio will be offered on a continuous basis, at a price equal to the net asset value per share. Net Asset Value. As is discussed in the Prospectus, the net asset value of the shares is calculated as of the close of trading on the New York Stock Exchange (the "Exchange") each day the Exchange is open for trading. The Exchange is not open for trading on the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The net asset value per share is computed by dividing the sum of the value of the portfolio securities held by the Portfolio plus any cash or other assets minus all liabilities by the total number of shares outstanding at such time, rounded to the nearest cent. Expenses are accrued daily. REDEMPTION OF SHARES Reference is made to "Redemption of Shares" in the Prospectus for a discussion of the redemption and repurchase rights of shareholders. The right to redeem shares or to receive payment with respect to any such redemption may only be suspended for any period during which trading on the Exchange is restricted as determined by the SEC or such Exchange is closed (other than customary weekend and holiday closings), for any period during which an emergency exists as defined by the SEC as a result of which disposal of portfolio securities or determination of the net asset value of the Portfolio is not reasonably practicable, and for such other periods as the SEC may by order permit for the protection of the shareholders of the Portfolio. TAXES Federal Dividends will be taxable to shareholders as ordinary income, except for (a) such portion as may exceed a shareholder's ratable share of the Portfolio's earnings and profits as determined for tax purposes (which may differ from net income for book purposes), which excess will be applied against and reduce the shareholder's cost or other tax basis for his shares and (b) amounts representing distributions of net realized long-term capital gains, if any. If the amount described in (a) above were to exceed the shareholder's cost or other tax basis for his shares, the excess over basis would be treated as gain from the sale or exchange of such shares. Dividends and distributions are taxable as described, whether received in cash or reinvested in additional shares of the Portfolio. In order to qualify for tax treatment as a regulated investment company under the Internal Revenue Code of 1986, as amended (the "Code"), the Portfolio is required, among other things, to derive less than 30% of its gross income from the sale or other disposition of securities and certain options, futures or forward contracts held for less than three months. If in any taxable year the Portfolio does not qualify as a regulated investment company, all its taxable income and gains will be taxed to the Portfolio at corporate rates. The Code imposes a 4% nondeductible excise tax on a regulated investment company, such as the Portfolio, if it does not distribute to its shareholders during the calendar year an amount equal to at least 98% of the Portfolio's net investment income, with certain adjustments, for such calendar year, plus at least 98% of the Portfolio's capital gain net income for the 12-month period ending, as a general rule, on October 31 of such calendar year. For this purpose, any income or gain retained by the Portfolio that is subject to corporate income tax will be treated as having been distributed at year-end. In addition, an amount equal to any undistributed net investment income or capital gain net income from the previous calendar year must also be distributed to avoid the excise tax. The excise tax is imposed on the amount by which the Portfolio does not meet the foregoing distribution requirements. While the Portfolio intends to make distributions necessary to avoid imposition of the 4% excise tax, there can be no assurance that sufficient amounts of taxable income and gain will be distributed to avoid imposition of the tax. The Portfolio's investment practices related to certain risk management transactions may be subject to special provisions of the Code that, among other things, will defer the use of certain losses of the Portfolio and affect the holding period of the securities held by the Portfolio and the character of the gains or losses realized by the Portfolio. These rules could therefore affect the amount, timing and character of distributions to shareholders. These provisions also require the Portfolio to mark-to-market certain types of the positions in its portfolio (i.e., treat them as if they were closed out), which may cause the Portfolio to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise taxes. (See the Prospectus - "Dividends, Distributions and Taxes.") The Portfolio will monitor its transactions and may make certain tax elections in order to mitigate the effect of these rules and prevent disqualification of the Portfolio as a regulated investment company. Some shareholders may be subject to a 31% withholding on reportable dividends, capital gains distributions and redemption payments ("backup withholding"). Generally, shareholders subject to backup withholding will be certain non-corporate shareholders for whom a taxpayer identification number is not on file with the Trust or who, to the Trust's knowledge, have furnished an incorrect number. In order to avoid backup withholding, when establishing an account, such an investor must certify under penalties of perjury that such number is correct and that he is not subject to backup withholding. Any dividend declared by the Portfolio in October, November or December of any year and made payable to shareholders of record on a specified date in such a month will be deemed to be received by such shareholders on December 31 of such year and to be paid by the Portfolio not later than December 31 of such year if actually paid during the following January. Accordingly, these dividends will be taxable to shareholders in the year declared and not in the year in which shareholders actually received the dividend. State and Local Depending upon the extent of the Portfolio's activities in those states and localities in which its offices are maintained or in which its agents or independent contractors are located, the Portfolio may be subject to the tax laws of such states or localities. In addition, in those states and localities that have income tax laws, the treatment of the Portfolio and its shareholders under such laws may differ from their treatment under the Federal income tax laws. Under state or local law, distributions of net investment income may be taxable to shareholders as dividend income even though a portion of such distributions may be derived from interest on U.S. Government obligations which, if realized directly, would be exempt from such income taxes. Shareholders are advised to consult their tax advisers concerning the application of state and local taxes. DISTRIBUTOR The Trust has entered into a Distribution Agreement (the "Distribution Agreement") with Paribas Corporation (the "Distributor"). The Distribution Agreement provides that the Trust will indemnify the Distributor against civil liabilities, including liabilities incurred under the Securities Act of 1933. The Distribution Agreement is subject to the same renewal requirements and termination provisions described under "Investment Advisory and Other Services." Pursuant to the terms of the Distribution Agreement, the Distributor serves as the principal underwriter and distributor of the shares of the Portfolio, and in that capacity makes a continuous offering of the shares and bears the costs and expenses of printing and distributing any copies of any prospectuses and annual and interim reports of the Trust (after such items have been prepared and set in type) which are used in connection with the offering of shares to investors, and the cost and expenses of preparing, printing and distributing any other literature used by the Distributor in connection with the offering of the shares for sale to the public. FINANCIAL INFORMATION The statements of assets and liabilities of the Trust comprising, respectively, Quantus II and Quantus Equity Managed Portfolio and the portfolios of investments, as of December 31, 1995, and the related statements of operations and changes in net assets, together with the notes to financial statements and the report of independent public accountants, all as set forth in the Trust's 1995 Annual Report to Shareholders are incorporated by reference into this SAI. No other information or statement contained in the annual report, other than those referred to above, is incorporated by reference or is a part of this SAI. PARIBAS TRUST FOR INSTITUTIONS INVESTMENT UNIVERSE Issuers Comprising the Investment Universe as of December 31, 1995 00088610 ADC TELECOMMUNICATION ADCT Telecommunications Equip 00105510 AFLAC INC AFL Accident & Health Insuranc 00108410 AGCO CORP AG Construction/Ag Equip/Tru 00130H10 AES CORP AESC Environmental Services 00176510 AMR CORP/DE AMR Airlines 00195710 AT&T CORP T Major US Telecommunication 00282410 ABBOTT LABORATORIES ABT Major Pharmaceuticals 00651F10 ADAPTEC INC ADPT Electronic Components 00724F10 ADOBE SYSTEMS INC ADBE Computer Software 00790310 ADVANCED MICRO DEVICES AMD Semiconductors 00794210 ADVANTA CORP -CLA ADVNA Finance Companies 00814010 AETNA LIFE & CASUALTY C AET Multi line Insurance 00867710 AHMANSON (HF) & CO AHM Savings & Loan Associatio 00915810 AIR PRODUCTS & CHEMICA APD Specialty Chemicals 00936310 AIRGAS INC ARG Specialty Chemicals 00949T10 AIRTOUCH COMMUNICATIO ATI Cellular Telephone 01265310 ALBEMARLE CORP ALB Specialty Chemicals 01310410 ALBERTSONS INC ABS Food Chains 01378810 ALCO STANDARD CORP ASN Wholesale Distributors 01690010 ALLEGHENY LUDLUM CORP ALS Specialty Steels 01849010 ALLERGAN INC AGN Other Pharmaceuticals 01951210 ALLIEDSIGNAL INC ALD Diversified Manufacture 02000210 ALLSTATE CORP ALL Multi-line Insurance 02144110 ALTERA CORP ALTR Semiconductors 02219710 ALUMAX INC AMX Aluminum 02224910 ALUMINUM CO OF AMERICA AA Aluminum 02261510 ALZA CORP AZA Biotechnology 02313910 AMBAC INC ABK Specialty Insurers 02364J10 AMERICA ONLINE INC AMER E.D.P Services 02390510 AMDAHL CORP AMH Electronic Data Processing 02470310 AMERICAN BRANDS INC/DE AMB Tobacco 02581610 AMERICAN EXPRESS AXP Diversified Financial Svcs 02635110 AMERICAN GENERAL CORP AGC Diversified Financial Svcs 02660910 AMERICAN HOME PRODUCT AHP Major Pharmaceuticals 02687410 AMERICAN INTERNATIONAL AIG Multi-line Insurance 02906610 AMERICAN PWR CNVRSION APCC Electrical Products 03009610 AMERICAN STORES CO ASC Food Chains 03095410 AMERITECH CORP AIT Major US Telecommunicati 03116210 AMGEN INC AMGN Biotechnology 03189710 AMP INC AMP Electronic Components 03190510 AMOCO CORP AN Integrated Oil Companies 03209420 AMPHENOL CORP APH Electronic Components 03216510 AMSOUTH BANCORPORATI ASO Mid-Sized Banks 03251110 ANADARKO PETROLEUM C APC Oil & Gas Production 03265410 ANALOG DEVICES ADI Semiconductors 03442510 ANDREW CORP ANDW Telecommunications Equip 03522910 ANHEUSER-BUSCH COS INC BUD Alcoholic Beverages 03738910 AON CORP AOC Multi-line Insurance 03741110 APACHE CORP APA Oil & Gas Production 03783310 APPLE COMPUTER INC AAPL Electronic Data Processing 03822210 APPLIED MATERlAL AMAT Electronic Production Equi 03948310 ARCHER-DANIELS-MIDLAND ADM Farming/seeds/Milling 04276410 ARROW INTERNATIONAL ARRO Medical Specialties 04341310 ASARCO INC AR Other Metals/Minerals 04349110 ASCEND COMMUNICATIONS ASND Office/Plant/Automation 04420410 ASHLAND INC ASH Oil Refining/Marketing 04882510 ATLANTIC RICHFIELD CO ARC Integrated Oil Companies 04951310 ATMEL CORP ATML Semiconductors 05276910 AUTODESK INC ACAD Computer Software 05301510 AUTOMATIC DATA PROCES AUD E.D.P Services 05333210 AUTOZONE INC AZO Other Specialty Chains 05361110 AVERY DENNISON CORP AVY Industrial Specialties 05380710 AVNET INC AVT Electronic Distributors 05430310 AVON PRODUCTS AVP Package Goods/Cosmetics 05592110 BMC SOFTWARE INC BMCS Computer Software 05722410 BAKER-HUGHES INC BHI Oilfield Services Equipmen 05943810 BANC ONE CORP ONE Major Banks 05981510 BANDAG INC BDG Automotive Aftermarket 06071610 BANK OF BOSTON CORP BKB Major Banks 06405710 BANK OF NEW YORK CO IN BK Major Banks 06605010 BANKAMERICA CORP BAC Major Banks 06636510 BANKERS TRUST NEW YOR BT Major Banks 06738310 BARD (C.R.) INC BCR Medical Specialties 06805510 BARNETT BANKS INC BBI Major Banks 07170710 BAUSCH & LOMB INC B0L Medical Specialties 07181310 BAXTER INTERNATIONAL IN BAX Major Pharmaceuticals 07251010 BAY NETWORKS INC BAY Office/Plant Automation 07390210 BEAR STEARNS COMPANIE BSC Invest Bankers/Brokers/Sv 07583710 BECTON DICKINSON & CO BDX Medical Specialties 07589610 BED BATH & BEYOND INC BBBY Other Specialty Chains 07785310 BELL ATLANTIC CORP BEL Major US Telecommunicati 07986010 BELLSOUTH CORP BLS Major US Telecommunicati 08055510 BELO (AH) CORP -SER A CO BLC Newspapers 08172110 BENEFICIAL CORP BNL Finance Companies 08373910 BERGEN BRUNSWIG CORP BBC Medical/Dental Distributors 08651610 BEST BUY CO INC BBY Computer/Video Chains 08750910 BETHLEHEM STEEL CORP BS Steel/Iron Ore 08777910 BETZ LABORATORIES INC BTL Specialty Chemicals 09059710 BIOGEN INC BGEN Biotechnology 09061310 BIOMET INC BMET Medical Specialties 09179710 BLACK & DECKER CORP BDK Tools/Hardware 09367110 BLOCK H & R INC HRB Other Consumer Services 09565010 BOATMENS BANCSHARES I BOAT Major Banks 09702310 B0EING CO BA Aerospace 09738310 BOISE CASCADE CORP BCC Paper 10057810 BOSTON CHICKEN INC B0ST Restaurants 10113710 BOSTON SCIENTIFIC CORP BSX Medical Specialties 10218310 BOWATER INC BOW Paper 10904310 BRIGGS & STRATTON BGG Tools/Hardware 10964110 BRINKER INTL INC EAT Restaurants 11012210 BRISTOL MYERS SQUIBB BMY Major Pharmaceuticals 11201410 BRODERBUND SOFTWARE 1 BROD Recreational Products/Toy 11588510 BROWNING-FERRIS INDS BFI Environmental Services 11704310 BRUNSWICK CORP BC Recreational Products/Toy 12189T10 BRLNGTN NTHRN SANTA FE BNI Railroads 12550910 CIGNA CORP CI Multiline Insurance 12589610 CMS ENERGY CORP CMS Electric Utilities: Central 12614910 CPC INTERNATIONAL INC CPC Packaged Foods 12640810 CSX CORP CSX Railroads 12654510 CUC INTERNATIONAL INC CU Other Consumer Services 12692010 CABLETRON SYSTEMS CS Office/Plant Automation 12738710 CADENCE DESIGN SYS INC CDN Computer Software 12946610 CALENERGY INC CE Environmental Services 12989410 CALIBER SYSTEMS INC CBB Trucking 13119310 CALLAWAY GOLF CO ELY Recreational Products/Toy 13442910 CAMPBELL SOUP CO CPB Packaged Foods 14040H10 CAPITAL ONE FINL CORP COF Finance Companies 14149Y10 CARDINAL HEALTH INC CAH Medical/Dental Distributors 14170410 CAREMARK INTL INC CK Medical/Nursing Services 14365810 CARNIVAL CORP CCL Hotels/Resorts 14414110 CAROLINA POWER & LIGHT CPL Electric Utilities: South 14718410 CASCADE COMMUNICATION CSCC Office/Plant Automation 14743R10 CASE CORP CSE Construction/Ag Equip/Tru 14912310 CATERPILLAR INC CAT Construction/Ag Equip/Tru 15677T10 CERIDIAN CORP CEN Electronic Data Processing 15852510 CHAMPION INTERNATIONAL CHA Paper 16161A10 CHASE MANHATTAN CORP CMB Major Banks 16675110 CHEVRON CORP CHV Integrated Oil Companies 17119610 CHRYSLER CORP C Motor Vehicles 17123210 CHUBB CORP CB Property-Casualty lnsuran 17247410 CINERGY CORP CIN Electric Utilities Central 17273710 CIRCUIT CITY STORES INC CC Computer/Video Chain 17275510 CIRRUS LOGIC INC CRUS Semiconductors 17275R10 CISCO SYSTEMS INC CSCO Office/Plant Automation 17290810 CINTAS CORP CTAS Diversified Commercial Sv 17290910 CIRCUS CIRCUS ENTERPR I CIR Casino/Gambling 17303410 CITICORP CCI Major Banks 18419010 CLAYTON HOMES INC CMH Homebuildinq 18905410 CLOROX CO/DE CLX Package Goods/Cosmetics 19044110 COASTAL CORP CGP Oil/Gas Transmission 19121610 COCA-COLA CO KO Soft Drinks 19121910 COCA-COLA ENTERPRISES CCE Soft Drinks 19355910 COLEMAN CO INC CLN Recreational Products/Toy 19416210 COLGATE-PALMOLIVE CO CL Package Goods/Cosmetics 19687910 COLTEC INDUSTRIES COT Diversified Manufacture 19767710 COLUMBIA/HCA HLTHCR -V COL Hospital Management 20034010 COMERICA INC CMA Major Banks 20449310 COMPAQ COMPUTER CORP CPQ Electronic Data Processing 20491210 COMPUTER ASSOCIATES IN CA Computer Software 20536310 COMPUTER SCIENCES COR CSC Military/Gov't/Technical 20563810 COMPUWARE CORP CPWR Computer Software 20588710 CONAGRA INC CAG Meat/Poultry/Fish 20836810 CONRAIL INC CRR Railroads 20923710 CONSOLIDATED FREIGHTW CNF Trucking 20961510 CONSOLIDATED NATURAL CNG Natural Gas Distribution 20975910 CONSOLIDATED PAPERS IN CDP Paper 21014910 CONSOLIDATED STORES C CNS Discount Chains 21079530 CONTINENTAL AIRLS INC -C CAI.B Airlines 21666910 COOPER INDUSTRIES INC CBE Diversified Manufacture 21683110 COOPER TIRE & RUBBER CTB Automotive Aftermarket 21869510 CORESTATES FINANCIAL C CFL Major Banks 21988810 CORPORATE EXPRESS INC CEXP Office Equipment/Supplies 22025610 CORRECTIONS CORP OF A CXC Diversified Commercial Sv 22237210 COUNTRYWIDE CREDIT IND CCR Finance Companies 22404410 COX COMMUNICATIONS -C COX Cable Television 22410010 CRACKER BARREL OLD CTR CBRL Restaurants 22439910 CRANE CO CR Multi-Sector Companies 22609110 CRESTAR FINANCIAL CORP CF Mid-Sized Banks 22825510 CROWN CORK & SEAL CO I CCK Containers/Packaging 23102110 CUMMINS ENGINE CUM Construction/Ag Equip/Tru 23280610 CYPRESS SEMICONDUCTO CY Semiconductor 23280910 CYPRUS AMAX MINERALS C CYM Other Metals/Minerals 23282010 CYTEC INDUSTRIES INC CYT Specialty Chemicals 23329310 DPL INC DPL Electric Utilities: Central 23329J10 DQE INC DQE Electric Utilities: East 23331110 DSC COMMUNICATIONS CO DIGI Telecommunications Equip 23581110 DANA CORP DCN Auto Parts: O.E.M. 23585110 DANAHER CORP DHR Diversified Manufacture 23719410 DARDEN RESTAURANTS IN DRI Restaurants 23975310 DAYTON HUDSON CORP DH Discount Chains 24236110 DEAN FOODS CO DF Packaged Foods 24240V10 DEAN WITTER DISCOVER & DWD Diversified Financial Svcs 24419910 DEERE & CO DE Construction/Ag Equip/Tru 24507310 DEL GLOBAL TECHNOLOGIE DEL Electronic Components 24702510 DELL COMPUTER CORP DELL Electronic Data Processing 24736110 DELTA AIR LINES INC DAL Airlines 24801910 DELUXE CORP DLX Printing/Forms 25247010 DIAL CORP/DE DL Multi-Sector Companies 25384910 DIGITAL EQUIPMENT DEC Electronic Data Processing 25406310 DILLARD DEPT STORES -CL DDS Department Stores 25468710 DISNEY (WALT) COMPANY DIS Movies/Entertainment 25660510 DOLE FOOD CO INC DOL Packaged Foods 25666910 DOLLAR GENERAL DG Discount Chains 25786710 DONNELLEY (RR) & SONS C DNY Printing/Forms 26000310 DOVER CORP DOV Diversified Manufacture 26054310 DOW CHEMICAL DOW Major Chemicals 26056110 DOW JONES & CO INC DJ Financial Publishing/Svcs 26159710 DRESSER INDUSTRIES INC DI Diversified Manufacture 26353410 DU PONT (E1) DE NEMOURS DD Major Chemicals 26439910 DUKE POWERCO DUK Electric Utilities: South 26633L10 DURACELL INTERNATIONAL DUR Tools/Hardware 26864810 EMC CORP/MA EMC E.D.P. Peripherals 26874Q10 ENSCO INTERNATIONAL INC ESV Contract Drilling 27743210 EASTMAN CHEMICAL CO EMN Major Chemicals 27746110 EASTMAN KODAK CO EK Photographic Products 27805810 EATON CORP ETN Auto Parts: O.E.M. 27874910 ECHLIN INC ECH Automotive Aftermarket 27876310 ECKERD CORP ECK Drug Store Chains 27886510 ECOLAB INC ECL Industrial Specialties 28369587 EL PASO NATURAL GAS CO EPG Oil/Gas Transmission 28551210 ELECTRONIC ARTS INC ERTS Recreational Products/Toy 29101110 EMERSON ELECTRIC CO EMR Electrical Products 29284510 ENGELHARD CORP EC Specialty Chemicals 29356110 ENRON CORP ENE Oil/Gas Transmission 29356210 ENRON OIL & GAS EOG Oil & Gas Production 29356710 ENSERCH CORP ENS Oil/Gas Transmission 29442910 EQUIFAX INC EFX Financial Publishing/Svcs 29444G10 EQUITABLE COS INC EQ Diversified Financial Svcs 29765910 ETHYL CORP EY Specialty Chemicals 30229010 EXXON CORP XON Integrated Oil Companies 30249130 FMC CORP FMC Diversified Manufacture 30257110 FPL GROUP INC FPL Electrical Utilities: South 31330910 FEDERAL EXPRESS CORP FDX Air Freight 31340030 FED HOME LOAN MTG CO FRE Finance Companies 31358610 FEDERAL NATL MORTGAGE FNM Finance Companies 31410H10 FEDERATED DEPT STORES FD Department Stores 31677310 FIFTH THIRD BANCORP FITB Mid-Sized Banks 31890610 FIRST OF AMERICA BANK C FOA Major Banks 31927910 FIRST BANK SYSTEM INC FBS Major Banks 31935610 FIRST BRANDS CORP FBR Package Goods/Cosmetics 31945A10 FIRST CHICAGO NBD CORP FCN Major Banks 33629410 FIRST SECURITY CORP/UT FSCO Mid-Sized Banks 33716210 FIRST TENNESSEE NATL C FTEN Mid-Sized Banks 33735810 FIRST UNION CORP (N C) FTU Major Banks 33743H10 FIRST USA INC FUS Finance Companies 33761C10 FIRSTAR CORP FSR Major Banks 33891510 FLEET FINANCIAL GROUP IN FLT Major Banks 34386110 FLUOR CORP FLR Engineering & Constructio 34477520 FOOD LION INC -CL A FDLNA Food Chains 34537010 FORD MOTOR CO F Motor Vehicles 34544910 FORE SYSTEMS INC FORE Office/Plant Automation 34583810 FOREST LABORATORIES -C FRX Other Pharmaceuticals 34746110 FORT HOWARD CORP FORT Paper 35024410 FOSTER WHEELER CORP FWC Engineering & Constructio 35040110 FOUNDATION HEALTH COR FH Managed Health Care 35461310 FRANKLIN RESOURCES INC BEN Investment Managers 35671D85 FREEPRT MCMOR COP&GL FCX Other Metals/Minerals 35690310 FREEPORT MCMORAN RES FRP Agricultural Chemicals 35906P10 FRONTIER CORP FRO Other Telecommunications 36232010 GTE CORP GTE Major US Teleoommunicati 36473010 GANNETT CO GCI Newspapers 36476010 GAP INC GPS Clothing/Shoe/Access Cha 36783310 GATEWAY 2000 INC GATE Electronic Data Processing 36790110 GAYLORD ENTERTAINMENT GET Cable Television 36871030 GENENTECH INC GNE Biotechnology 36955010 GENERAL DYNAMICS CORP GD Military/Govt/Technical 36960410 GENERAL ELECTRIC CO GE Multi-Sector Companies 37012110 GENERAL INSTRUMENT CO GIC Telecommunications Equip 37033410 GENERAL MILLS INC GIS Packaged Foods 37044210 GENERAL MOTORS CORP GM Motor Vehicles 37044240 GENERAL MOTORS CL E GME EDP Services 37044250 GENERAL MOTORS CL H GMH Military/Gov't/Technical 37047F10 GENERAL NUTRITION COS GNCI Other Specialty Chains 37056310 GENERAL RE CORP GRN Property-Casualty Insuran 37083810 GENERAL SIGNAL CORP GSX Indus'l Machinery/Compon 37246010 GENUINE PARTS CO GPC Automotive Aftermarket 37291710 GENZYME CORP GENZ Biotechnology 37320020 GEORGlA GULF CORP GGC Specialty Chemicals 37329810 GEORGIA-PACIFIC CORP GP Forest Products 37576610 GILLETTE CO G Package Goods/Cosmetics 37789910 GLENAYRE TECHNOLOGIES GEMS Telecommunications Equip 37935240 GLOBAL MARINE INC GLM Contract Drilling 38131710 GOLDEN WEST FINANCIAL GDW Savings & Loan Associatio 38238810 GOODRICH (B F) CO GR Specialty Chemicals 38255010 GOODYEAR TIRE & RUBBER GT Automotive Aftermarket 38480210 GRAINGER (W W) INC GWW Wholesale Distributors 39056810 GREAT LAKES CHEMICAL C GLK Specialty Chemicals 39144210 GREAT WESTERN FINANCIA GWF Savings & Loan Associatio 39350510 GREEN TREE FINANCIAL CO GNT Finance Companies 40169810 GUIDANT CORP GDT Medical Specialities 40418110 HFS INC HFS Hotels/Resorts 40621610 HALLIBURTON CO HAL Oilfield Services/Equipmen 41052210 HANNA (M A) CO MAH Specialty Chemicals 41163G10 HARCOURT GENERAL INC H Department Stores 41282210 HARLEY-DAVIDSON INC HDI Motor Vehicles 41334510 HARNISCHFEGFR INDUSTRI HPH Indus'l Machinery/Compon 41361910 HARRAHS ENTERTAINMENT HET Casino/Gambling 41387510 HARRIS CORP HRS Diversified Electronic Prod 41586410 HARSCO CORP HSC Metal Fabrications 41805610 HASBRO INC HAS Recreational Products/Toy 42192410 HEALTHSOUTH CORP HRC Medical/Nursing Services 42192810 HEALTHCARE COMPARE CO HCCC Managed Health Care 42193310 HEALTH MANAGEMNT ASSC HMA Hospital Managemsnt 42193710 HEALTH CARE & RETIREME HCR Hospital Managennent 42194910 HEALTH SYSTEMS INTL -CL HQ Managed Health Care 42221E10 HEALTHSOURCE INC HS Managed Health Care 42289310 HEILIG-MEYERS CO HMY Other Specia ty Chains 42307410 HEINZ (H J) CO HNZ Packaged Foods 42705610 HERCULES INC HPC Major Chemicals 42786610 HERSHEY FOODS CORP HSY Specialty Foods/Candy 42823610 HEWLETT-PACKARD CO HWP Electronic Data Processing 43157310 HILLENBRAND INDUSTRIES HB Medical Specialties 43284810 HILTON HOTELS CORP HLT Hotels/Resorts 43707610 HOME DEPOT INC HD Building Materials Chains 43761410 HOMESTAKE MINING HM Precious Metals 43850610 HONEYWELL INC HON Diversifed Manufacture 44040010 HORIZON/CMS HEALTHCAR HHC Hospital Management 44045210 HORMEL FOODS CORP HRL Meat/Poultry/Fish 44181510 HOUSEHOLD INTERNATION HI Finance Companies 44351020 HUBBELL INC CLB HUB.B Electrical Products 44485910 HUMANA INC HUM Managed Health Care 44615010 HUNTINGTON BANCSHARES HBAN Major Banks 44922310 IBM INC IBP Meat/Poultry/Fish 44966910 IMC GLOBAL INC IGL Agricultural Chemicals 45168D10 IDEXX LABS INC IDXX Biotechnology 45184110 ILLINOIS CENTRAL CORP IC Railroads 45230810 ILLINOIS TOOL WORKS ITW Indus'l Machinery/Compon 45231710 ILLINOVA CORP ILN Electric Utilities: Central 45662610 INFINITY BROADCASTING - INF Broadcasting 45677910 INFORMIX CORP IFMX Computer Software 45686610 INGERSOLL-RAND CO IR Indus'l Machlnery/Compon 45747210 INLAND STEEL INDUSTRIES IAD Steel/Iron Ore 45765210 INPUT/OUTPUT INC IO Oilfield Services/Equipmen 45811810 INTEGRATED DEVICE TECH IDTI Semiconductors 45814010 INTEL CORP INTC Semiconductors 45920010 INTL BUSINESS MACHINES IBM Electronic Data Processing 45950610 INTL FLAVORS & FRAGRAN IFF Package Goods/Cosmetics 45990210 INTL GAME TECHNOLOGY IGT Recreational Products/Toy 46014610 INTL PAPER CO IP Paper 46025410 INTL RECTIFIER CORP IRF Semiconductors 46115610 INTIMATE BRANDS INC -CL IBI Apparel 46582310 IVAX CORP IVX Generic Drugs 47034910 JAMES RIVER CORP OF VIR JR Paper 47507010 JEFFERSON-PILOT CORP JP Life Insurance 47816010 JOHNSON & JOHNSON JNJ Major Pharmaceuticals 47836610 JOHNSON CONTROLS INC JCI Building Products 48007410 JONES APPAREL GROUP IN JNY Apparel 48248010 KLA INSTRUMENTS CORP KLAC Electronic Production 48300710 KAISER ALUMINUM CORP KLU Aluminum 48783610 KELLOGG CO K Packaged Foods 48836010 KEMET CORP KMET Electronic Components 48917010 KENNAMETAL INC KMT Indus'l Machinery/Compon 49326710 KEYCORP KEY Major Banks 49436810 KlMBERLY-CLARK CORP KMB Package Goods/Cosmetics 49566710 KING WORLD PRODUCTION KWP Movies/Entertainment 49904010 KNIGHT-RlDDER INC KRI Newspapers 50025510 KOHLS CORP KSS Department Stores 50104410 KROGER CO KR Food Chains 50181310 LCI INTERNATIONAL INC LCI Other Telecommunications 50192110 LTV CORP LTV Steel/lron Ore 50216110 LSI LOGIC CORP LSI Semiconductors 50419510 LA QUINTA INNS INC LCI Hotels/Resorts 51280710 LAM RESEARCH CORP LRCX Electronic Production Equi 52189310 LEAR SEATING CORP LEA Auto Parts: O.E.M. 52466010 LEGGETT & PLATT INC LEG Home Furnishings 52490810 LEHMAN BROTHERS HOLDI LEH Invest Bankers/Brokers/Sv 53245710 LILLY (ELI) & CO LLY Major Pharmaceuticals 53271610 LIMITED INC LTD Clothing/Shoe/Access Cha 53418710 LINCOLN NATIONAL CORP LNC Multi-line Insurance 53567810 LlNEAR TECHNOLOGY COR LLTC Semiconductors 53802110 LITTON INDUSTRlES INC LIT Military/Gov't/Technical 53932010 LIZ CLAIBORNE INC LIZ Apparel 53983010 LOCKHEED MARTIN CORP LMT Aerospace 54013710 LOCTITE CORP LOC Specialty Chemicals 54230710 LONE STAR STEAKHOUSE S STAR Restaurants 54385910 LORAL CORP LOR Military/Gov't/Technical 54626810 LOUISIANA LAND & EXPLOR LLX Oil & Gas Production 54866110 LOWES COS LOW Building Materials Chains 54927110 LUBRIZOL CORP LZ Specialty Chemicals 55207810 LYONDELL PETROCHEMICA LYO Oil Refining/Marketing 55262L10 MBNA CORP KRB Finance Companies 55267310 MCI COMMUNICATIONS MCIC Major US Telecommunicati 55267J10 MCN CORP MCN Natural Gas Distribution 55284810 MGIC INVESTMENT CORP/W MTG Speciality Insurers 55295310 MGM GRAND INC MGG Casino/Gambling 56122610 MALLINCKRODT GROUP INC MKG Medical Specialities 56405410 MANOR CARE INC MNR Hospital Management 56418H10 MANPOWER INC/WI MAN Diversified Commercial Sv 57174810 MARSH & MCLENNAN COS MMC Insurance Brokers/Service 57183410 MARSHALL & ILSLEY CORP MRIS Mid-Sized Banks 57190010 MARRIOTT INTL INC MAR Hotels/Resorts 57459910 MASCO CORP MAS Building Products 57708110 MATTEL INC MAT Recreational Products/Toy 57772K10 MAXIM INTEGRATED PROD MXIM Semiconductors 57777810 MAY DEPARTMENT STORES MA Department Stores 57978020 MCCORMICIK & CO MCCRK Specialty Foods/Candy 58013510 MCDONALDS CORP MCD Restaurants 58064510 MCGRAW-HILL COMPANIES MHP Financial Publishing/Svcs 58155710 MCKESSON CORP NICK Medical/Dental Distributors 58283410 MEAD CORP MEA Paper 58402810 MEDAPHIS CORP MEDA Health Industry Services 58505510 MEDTRONIC INC MDT Medical Electronics 58550910 MELLON BANK CORP MEL Major Banks 58720010 MENTOR GRAPHICS CORP MENT Office/Plant Automation 58734210 MERCANTILE BANCORPORA MTL Mid-Sized Banks 58933110 MERCK & CO MRK Major Pharmaceuticals 58939510 MERCURY FINANCE CO MFN Finance Companies 59018810 MERRILL LYNCH & CO MER Invest Bankers/Brokers/Sv 59491810 MICROSOFT CORP MSFT ComputerSof1ware 59501710 MICROCHIP TECHNOLOGY I MCHP Semiconductors 59501B10 MICRO WAREHOUSE INC MWHS Catalog/Speciality Dist 59511210 MICRON TECHNOLOGY INC MU Semiconductors 59523C10 MID ATLANTIC MEDICAL SV MME Managed Health Care 60107310 MILLIPORE CORP MIL Industrial Specialties 60405910 MINNESOTA MINING & MFG MMM Diversified Manufacture 60462E10 MIRAGE RESORTS INC MIR Casino/Gambling 60705910 MOBIL CORP MOB Integrated Oil Companies 60855410 MOLEX INC MOLX Electronic Components 61166210 MONSANTO CO MTC Major Chemicals 61688010 MORGAN (J P) & CO JPM Major Banks 61744610 MORGAN STANLEY GROUP I MS Invest Bankers/Brokers/Sv 61933110 MORTON INTERNATIONAL I MII Specialty Chemicals 62007610 MOTOROLA INC MOT Semiconducter 62853010 MYLAN LABORATORIES MYL Generic Drugs 62914010 NIPSCO INDUSTRIES INC NI Electric Utilities: Central 62952610 NABISCO HLDGS CORP -CL NA Packaged Foods 62985310 NALCO CHEMICAL CO NLC Specialty Chemicals 63540510 NATIONAL CITY CORP NCC Major Banks 63764010 NATIONAL SEMICONDUCTO NSM Semiconductors 63858510 NATIONSBANK CORP NB Major Banks 63934E10 NAVISTAR INTERNATIONL NAV Construction/Ag Equip/Tru 65011110 NEW YORK TIMES CO -CLA NYT.A Newspapers 65119210 NEWELL COMPANIES NWL Home Furnishings 65163710 NEWMONT GOLD COMPANY NGC Precious Metals 65163910 NEWMONT MINING CORP NEM Precious Metals 65410610 NIKE INC -CL B NKE Shoe Manufacturing 65440D10 NINE WEST GROUP INC NIN Clothing/Shoe/Access Cha 65489410 NOBLE AFFILIATES INC NBL Oil & Gas Production 65541910 NORAM ENERGY CORP NAE Natural Gas Distribution 65566410 NORDSTROM INC NOEE Clothing/Shoe/Access Cha 65584410 NORFOLK SOUTHERN COR NSC Railroads 66585910 NORTHERN TRUST CORP NTRS Mid-Sized Banks 66680710 NORTHROP GRUMMAN COR NOC Aerospace 66938010 NORWEST CORP NOB Major Banks 67000610 NOVELL INC NOVL Office/Plant Automation 67000810 NOVELLUS SYSTEMS INC NVLS Electronic Production Equi 67034610 NUCOR CORP NUE Specialty Steels 67076810 NYNEX CORP NYN Major US Telecommunicati 67366210 OAKLEY INC OO Consumer Specialties 67459910 OCCIDENTAL PETROLEUM OXY Oil & Gas Production 67622010 OFFICE DEPOT INC ODP Other Specialty Chains 67622M10 OFFICEMAX INC OMX Other Specialty Chains 67983310 OLD KENT FINANCIAL CORP OKEN Mid-Sized Banks 68066520 OLIN CORP OLN Diversified Manufacture 68138510 OLSTEN CORP OLS Diversified Commercial Sv 68190410 OMNICARE INC OCR Health Industry Services 68389X10 ORACLE CORP ORCL Computer Software 68685710 ORNDA HEALTHCORP ORN Hospital Management 68763F10 ORYX ENERGY CO ORX Oil & Gas Production 68989910 OUTBACK STEAKHOUSE IN OSSI Restaurants 69073F10 OWENS CORNING OCF Building Materials 69076840 OWENS-ILLINOIS INC OI Containers/Packaging 69147110 OXFORD HEALTH PLANS IN OXHP Managed Health Care 69344M10 PMI GROUP INC PMA Specialty Insurers 69347510 PNC BANK CORP PNC Major Banks 69350610 PPG INDUSTRIES INC PPG Paints/Coatings 69371810 PACCAR INC PCAR Construction/Ag Equip/Tru 69423210 PACIFIC ENTFRPRISES PET Natural Gas Distribution 69511020 PACIFICARE HEALTH SYS - PHSYB Managed Health Care 69642930 PALL CORP PLL Industrial Specialties 69846210 PANHANDLE EASTERN COR PEL Oil/Gas Transmission 69917310 PARAMETRIC TECHNOLOGY PMTC Computer Software 70109610 PARKER-HANNIFIN CORP PH Fluid Controls 70432610 PAYCHEX INC PAYX Diversified Commercial Sv 70816010 PENNEY (J C) CO JCP Department Stores 70963110 PENTAIR INC PNR Diversified Manufacture 71271310 PEOPLESOFT INC PSFT Computer Software 71327810 PEP BOYS-MANNY MOE & J PBY Other Specialty Chains 71344810 PEPSICO INC PEP Soft Drinks 71429010 PERRIGO COMPANY PRGO Other Pharmaceuticals 71694110 PHARMACIA & UPJOHN INC PNU Major Pharmaceuticals 71708110 PFIZER INC PFE Major Pharmaceuticals 71726510 PHELPS DODGE CORP PD Other Metals/Minerals 71815410 PHILIP MORRIS COS INC MO Tobacco 71850710 PHILLIPS PETROLEUM CO P Integrated Oil Companies 71940F10 PHYCOR INC PHYC Medical/Nursing Services 72003530 PICTURETEL CORP PCTL Telecommunications Equip 72348410 PINNACLE WEST CAPITAL PNW Electric Utilities: West 72368610 PIONEER HI-BRED INTERNA PHB Farming/Seeds/Milling 72447910 PITNEY BOWES INC PBI Office Equipment/Supplies 73762810 POTLATCH CORP PCH Paper 74005P10 PRAXAIR INC PX Specialty Chemicals 74045910 PREMARK INTERNATIONAL I PMI Catalog/Specia1ty Dist 74058410 PREMISYS COMMUNICATIO PRMS E.D.P. Peripherals 74143W10 PRICE/COSTCO INC PCCW Discount Chains 74271810 PROCTER & GAMBLE CO PG Package Goods/Cosmetics 74331510 PROGRESSIVE CORP-OHIO PGR Property-Casualty Insuran 74342H10 PROMUS HOTEL CORP PRH Hotels/Resorts 74406110 PROVIDIAN CORP PVN Life Insurance 74740210 QUAKER OATS CO OAT Packaged Foods 74752510 QUALCOMM INC QCOM Telecommunications Equip 74790610 QUANTUM CORP QNTM E.D.P Peripherals 74835610 QUESTAR CORP STR Natural Gas Distribution 74908410 QUORUM HEALTH GROUP I QHGI Hospital Management 74960K87 RJR NABISCO HLDGS CORP RN Tobacco 74968510 RPM INC-OHIO RPOW Paints/Coatings 75127730 RALSTON PURlNA CO RAL Packaged Foods 7549O710 RAYONIER INC RYN Forest Products 75511110 RAYTHEON CO RTN Military/Gov't/Technical 75524610 READ-RITE CORP RDRT Electronic Components 75526710 READERS DIGEST ASSN -C RDA Books/Magazines 75811010 REEBOK INTERNATIONAL L RBK Shoe Manufacturing 75894010 REGIONS FINL CORP RGBK Mid-Sized Banks 76071910 REPUBLIC NEW YORK COR RNB Major Banks 76133910 REVCO D.S. INC RXR Drug Store Chains 76176310 REYNOLDS METALS CO RLM Aluminum 76242T10 RHONE-POULENC RORER RPR Major Pharmaceuticals 76775410 RITE AID CORP RAD Drug Store Chains 77434710 ROCKWELL INTL CORP ROK Aerospace 77537110 ROHM & HAAS CO ROH Major Chemicals 78108810 RUBBERMAID INC RBD Home Furnishings 78354910 RYDER SYSTEM INC R Rental/Leasing Companies 78387G10 SBC COMMUNICATIONS INC SBC Major US Telecommunicati 78389010 SCI SYSTEMS INC SCIS Diversified Electronic Prod 78642910 SAFECO CORP SAFC Multi-line Insurance 78651420 SAFEWAY INC SWY Food Chains 79084910 ST JUDE MEDICAL INC STJM Medical Specialties 79286010 ST PAUL COS SPC Property-Casualty Insuran 79549B10 SALOMON INC SB Invest Bankers/Brokers/Sv 80217610 SANTA FE PACIFIC GOLD C GLD Precious Metals 80311110 SARA LEE CORP SLE Packaged Foods 80652810 SCHERER (R P)/DE SHR Medical Specialties 80660510 SCHERING-PLOUGH SGP Major Pharmaceuticals 80685710 SCHLUMBERGER LTD SLB Oilfield Services/Equipmen 80706610 SCHOLASTIC CORP SCHL Books/Magazines 80819410 SCHULMAN (A.) INC SHLM Specialty Chemicals 80851310 SCHWAB (CHARLES) CORP SCH Invest Bankers/Brokers/Sv 80865510 SCIENTIFIC-ATLANTA INC SFA Telecommunications Equip 81180410 SEAGATE TECHNOLOGY SEG E.D.P Peripherals 81238710 SEARS ROEEUCK & CO S Department Stores 81756510 SERVICE CORP INTERNATI SRV Other Consumer Services 81948610 SHARED MEDICAL SYSTEM SMED Health Industry Services 82028610 SHAW INDUSTRIES INC SHX Home Furnishings 82434810 SHERWIN-WILLIAMS CO SHW Paints/Coatings 82655210 SIGMA-ALDRICH SIAL Specialty Chemicals 82705610 SILICON GRAPHICS INC SGI Electronic Data Processing 82706610 SILICON VALLEY GROUP IN SVGI Electronic Production Equi 83303410 SNAP-ON INC SNA Tools/Hardware 83418210 SOLECTRON CORP SLR Electronic Components 83541510 SONAT INC SNT Oil/Gas Transmission 83542010 SONAT OFFSHORE DRILLIN RIG Contract Drilling 83549510 SONOCO PRODUCTS CO SON Containers/Packaging 84344410 SOUTHERN NATIONAL COR SNB Mid-Sized Banks 84473010 SOUTHTRUST CORP SOTR Major Banks 84474110 SOUTHWEST AIRLINES LUV Airlines 85206110 SPRINT CORP FON Major US Telecommunicati 85503010 STAPLES INC SPLS Other Specialty Chains 85524410 STARBUCKS CORP SBUX Restaurants 85747310 STATE STREET BOSTON CO STT Major Banks 86034210 STEWART & STEVENSON S SSSS Construction/Ag Equip/Tru 86037010 STEWART ENTERPRISES - STEI Other Consumer Services 86158910 STONE CONTAINER CORP STO Containers/Packaging 86209910 STOP & SHOP COS SHP Food Chains 86268310 STRATACOM INC STRM Telecommunications Equip 86366710 STRYKER CORP STRY Medical Specialties 86387150 STUDENT LOAN MKTG SLM Finance Companies 86600510 SUMMIT BANCORP SUB Major Banks 86676210 SUN CO INC SUN Integrated Oil Companies 86681010 SUN MICROSYSTEMS INC SUNW Electronic Data Processing 86693010 SUNAMERICA INC SAI Life Insurance 86707110 SUNBEAM CORPORATION SOC Consumer E1ect/Appliance 86732310 SUNDSTRAND CORP SNS Aerospace 86736310 SUNGARD DATA SYSTEMS I SNDT E.D.P Services 86736F10 SUNGLASS HUT INTL INC RAYS Other Specialty Chains 86791410 SUNTRUST BANKS INC STI Major Banks 87114F10 SYBRON INTL CORP SYB Medical Specialties 87150810 SYMBOL TECHNOLOGIES SBL E.D.P Peripherals 87160710 SYNOPSYS INC SNPS Computer Software 87182910 SYSCO CORP SYY Food Distributors 87237510 TECO ENERGY INC TE Electric Utilities: South 87246910 TIG HOLDINGS INC TIG Property-Casualty Insuran 87254010 TJX COMPANIES INC TJX Clothing/Shoe/Access Cha 87264910 TRW INC TRW Auto Parts: O.E.M 87416110 TALB0TS INC TLB Clothing/Shoe/Access Cha 87508010 TAMBRANDS INC TMB Package Goods/Cosmetics 87537010 TANDEM COMPUTERS INC TDM Electronic Data Processing 87538210 TANDY CORP TAN Computer/Video Chains 87913110 TEKTRONIX INC TEK Precision Instruments 87966410 TELLABS INC TLAB Telecommunications Equip 87986810 TEMPLE-INLAND INC TIN Containers/Packaging 88032310 TENCOR INSTRUMENTS TNCR Electronic Produdion Equ 88033G10 TENET HEALTHCARE CORP THC Hospital Management 88037010 TENNECO INC TEN Multi-Sector Companies 88077010 TERADYNE INC TER Electronic Production Equi 88091510 TERRA INDUSTRIES INC TRA Agricultural Chemicals 86169410 TEXACO INC TX Integrated Oil Companies 88250810 TEXAS INSTRUMENTS INC TXN Semiconductors 88320310 TEXTRON INC TXT Multi-Sector Companies 88355610 THERMO ELECTRON CORP TMO Diversified Manufacture 88355K20 THERMO CARDIOSYSTEMS TCA Medical Electronics 88553510 3COM CORP COMS Office/Plant Autamation 88642310 TIDEWATER INC TDW Marine Transportation 89102710 TORCHMARK CORP TMK Accident & Health lnsuranc 89149030 TOSCO CORP TOS Oil Refining/Marketing 89233510 TOYS R US INC TOY Other Specialty Chains 89348510 TRANSAMERICA CORP TA Diversified Financial Svcs 89352110 TRANSATLANTIC HOLDINGS TRH Property- Casualty Insuran 89419010 TRAVELERS GROUP INC TRV Diversified Financial Svcs 89604710 TRIBUNE CO TRB Newspapers 89652210 TRINITY INDUSTRIES TRN Diversified Manufacture 89667810 TRINOVA CORP TNV Diversified Manufacture 90212010 TYCO INTL INC TYC Diversified Manufacture 90249410 TYSON FOODS INC -CL A TYSNA Meat/Poultry/Fish 90254950 UAL CORP UAL Airlines 90262K10 UCAR INTERNATIONAL INC UCR Specialty Chemicals 90291110 UST INC UST Tobacco 90291710 USA WASTE SERVICES INC UW Environmental Services 90319210 UNUM CORP UNM Accident & Health Insuranc 90329010 USF&G CORP FG Property-Casualty Insuran 90337T10 USX-U S STEEL GROUP X Steel/lron Ore 90338F10 U S ROROTICS CORP USRX E.D.P Peripherals 90391210 ULTRAMAR CORP ULR Oil Refining/Marketing 90467710 UNIFI INC UFI Textiles 90491110 UNICOM CORP UCM Eletric Utilities: Central 90553010 UNION CAMP CORP UCC Paper 90558110 UNION CARBIDE CORP UK Major Chemicals 90781810 UNION PACIFIC CORP UNP Railroads 90864010 UNION TEXAS PETRO HLDG UTH Oil & Gas Productlon 90890610 UNIONBANCAL CORP UNBC Major Banks 91058110 UNITED HEALTHCARE COR UNH Managed Health Care 91159610 U S BANCORP USBC Major Banks 91191010 U S HEALTHCARE INC USHC Managed Health Care 91270710 U S SURGICAL CORP USS Medical Specialties 91288910 U S WEST COMMUNICATION USW Major US Telecommunicati 91288920 U S WEST MEDIA GROUP UMG Broadcasting 91301710 UNITED TECHNOLOGIES CO UTX Aerospace 91353810 UNIVERSAL FOODS C0RP UFC Specialty Foods/Candy 91528910 UNOCAL CORP UCL Integrated Oil Companies 91820410 VF CORP VFC Apparel 91827010 VLSI TECHNOLOGY INC VLSI Semiconductors 91913810 VALERO ENERGY CORP VLO Oil Refining/Marketing 92224R60 VARITY CORP VAT Construction/Ag Equip/Tru 92260210 VENCOR INC VC Hospital Management 92552430 VIACOM INC -CL B VIA.B Movies/Entertainment 92691310 VIKING OFFICE PRODS INC VKNG Catalog/Specialty Dist 92829810 VISHAY INTRECHNOLOGY VSH Electronic Components 92886910 VONS COMPANIES INC VON Food Chains 92929Q10 WMX TECHNOLOGIES INC WMX Environmental Services 92977110 WACHOVIA CORP WB Major Banks 93114210 WAL-MART STORES WMT Discount Chains 93142210 WALGREEN CO WAG Drug Store Chains 93439010 WARNACO GROUP INC -CL WAC Apparel 93448810 WARNER-LAMBERT CO WLA Major Pharmaceuticals 93932210 WASHINGTON MUTUAL INC WAMU Savings & Loan Associatio 93964010 WASHINGTON POST -CL B WPO Newspapers 94266310 WATSON PHARMACEUTICA WATS Generic Drugs 94973G10 WELLPOINT HLTH NETWRK WLP Managed Hea1th Care 94974010 WELLS FARGO & CO WFC Major Banks 95059010 WENDY'S INTERNATIONAL I WEN Restaurants 95767410 WESTERN ATLAS INC WAI Oilfield Services/Equipmen 96154810 WESTVACO CORP W Paper 96216610 WEYERHAEUSER CO WY Forest Products 96290130 WHEELABRATOR TECHNOL WTI Environmental Services 96332010 WHIRLPOOLCORP WHR Consumer Elect/Appliance 96647K10 WHITMAN CORP WH Multi-Sector Companies 96913310 WILLAMETTE INDUSTRIES WMTT Paper 96945710 WILLIAMS COS INC WMB Oil/Gas Transmission 97428010 WINN-DIXIE STORES INC WIN Food Chains 97659210 WISCONSIN CENTRAL TRAN WCLX Railroads 97665710 WISCONSIN ENERGY CORP WEC Electric Utilities: Central 97738510 WITCOCORP WIT Specialty Chemicals 98155K10 WORLDCOM INC/GA -CL A WCOM Other Telecommunications 98181110 WORTHINGTON INDUSTRIE WTHG Steel/Iron Ore 98252610 WRIGLEY (WM) JR CO WWY Specialty Foods/Candy 98412110 XEROX CORP XRX Office Equipment/Supplies G9075110 TRITON ENERGY LTD OIL Oil & Gas Production PART C OTHER INFORMATION Item 24. Financial Statements and Exhibits (a) Financial Statements: Included in Part A Financial Highlights Included in Part B Audited Financial Statements for Quantus II and Quantus Equity Managed Portfolio for the fiscal year ended December 31, 1995 are incorporated into the Statement of Additional Information by reference to the Annual Report of Paribas Trust for Institutions: Portfolio of Investments Statement of Assets and Liabilities Statement of Operations Statement of Changes in Net Assets Notes to Financial Statements Report of Independent Public Accountants (b) Exhibits: Exhibit No. Description of Exhibit 1 (a) Declaration of Trust is incorporated by reference to the Registrant's Registration Statement (the "Registration Statement"). (b) Certificate of Amendment of Declaration of Trust, dated January 28, 1986 is incorporated by reference to Pre- Effective Amendment No. 2 as filed with the SEC on January 26, 1986 ("Pre-Effective Amendment No. 2"). (c) Certificate of Amendment of Declaration of Trust, dated October 4, 1988 is incorporated by reference to Post- Effective Amendment No. 5 as filed with the SEC on October 6, 1988 ("Post-Effective Amendment No. 5"). 2. Registrant's By-Laws are incorporated by reference to the Registration Statement. 3. Not Applicable. 4. Specimen certificates for shares of beneficial interest of Registrant are incorporated by reference to Post-Effective Amendment No. 5. 5 (a) Investment Advisory Agreement between Registrant and Paribas Asset Management, Inc. relating to Quantus II is incorporated by reference to Post-Effective Amendment No. 12 as filed with the SEC on April 27, 1995 ("Post-Effective Amendment No. 12"). (b) Investment Advisory Agreement between Registrant and Paribas Asset Management, Inc. relating to the Quantus Equity Managed Portfolio is incorporated by reference to Post-Effective Amendment No. 12. 6 (a) Distribution Agreement between Registrant and Paribas Corporation relating to Quantus II is incorporated by reference to Pre-Effective Amendment No. 4 as filed with the SEC on April 9, 1986 ("Pre-Effective Amendment No. 4"). (b) Distribution Agreement between Registrant and Paribas Corporation relating to the Quantus Equity Managed Portfolio is incorporated by reference to Pre-Effective Amendment No. 4. 7. Not Applicable. 8. Custody Agreement between Registrant and Boston Safe Deposit and Trust Company is incorporated by reference to Post-Effective Amendment No. 12. 9 (a) Transfer Agency Agreement between Registrant and Unified Advisers, Inc. is incorporated by reference to Post- Effective Amendment No. 12. (b) License agreement regarding use of name is incorporated by reference to Pre-Effective Amendment No. 2. (c) Administration Agreement between Registrant and The Shareholder Services Group, Inc. is incorporated by reference to Post-Effective Amendment No. 12. 10. Opinion of Counsel as to the legality of securities being registered is filed herein. 11. Consent of Arthur Andersen LLP is filed herein. 12. Not Applicable. 13. Investment Certificate of Intech/Paribas Asset Management is incorporated by reference to Pre-Effective Amendment No. 3 as filed with the SEC on March 11, 1986. 14. Not Applicable. 15. 12b-1 Plan of Quantus Equity Managed Portfolio is incorporated by reference to the Registrant's Post-Effective Amendment No. 5. 16. Not Applicable. 17. Financial Data Schedules for each series are filed herewith. Item 25. Persons Controlled by or under Common Control with Registrant Not Applicable. Item 26. Number of Holders of Securities Number of Record Holders as of Title of Class April 22, 1996 Shares of Beneficial Interest, 70 par value $0.10 per share of Quantus Equity Managed Portfolio Shares of Beneficial Interest, 1 par value $0.10 per share of Quantus II Item 27. Indemnification Reference is made to Section 5.3 of the Declaration of Trust. Insofar as the conditional advancing of indemnification monies for actions based upon the Investment Company Act of 1940 may be concerned, such payments will be made only on the following conditions: (i) the advances must be limited to amounts used, or to be used, for the preparation or presentation of a defense to the action, including costs connected with the preparation of a settlement; (ii) advances may be made only upon receipt of a written promise by, or on behalf of, the recipient to repay that amount of the advance which exceeds that amount which it is ultimately determined he is entitled to receive from the Registrant by reason of indemnification; and (iii) (a) such promise must be secured by a surety bond, other suitable insurance or an equivalent form of security which assures that any repayments may be obtained by the Registrant without delay or litigation, which bond, insurance or other form of security must be provided by the recipient of the advance, or (b) a majority of a quorum of the Registrant's disinterested, non-party trustees, or an independent legal counsel in a written opinion, shall determine, based upon a review of readily available facts, that the recipient of the advance ultimately will be found entitled to indemnification. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in connection with the successful defense of any action, suit or proceeding) is asserted by the trustee, officer or controlling person in connection with shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 28. Business and Other Connections of Investment Adviser Paribas Asset Management, Inc. (the "Investment Adviser") acts as the investment adviser to the Registrant and various individuals and institutions. Set forth below is a list of each director and principal officer of the Investment Adviser indicating each business, profession, vocation or employment of a substantial nature in which each such person has been engaged since January 1, 1986 for his own account or in the capacity of officer, partner or director: Name Position with Other Substantial Business, Profession, Investment Adviser Vacation or Employment Richard Wohanka Chairman of the Board Paribas Asset Management Snc., October 1993 to present; Head of Institutional Fund Management, Paribas Asset Management Snc., January 1990 to October 1993; Director, Banque Paribas Capital Markets London, 1983 to 1990 Philippe Blavier Director Chief Executive Officer, Banque Paribas, New York and Chief Executive Officer, Paribas North America, September 1991 to present; Director, Banque Paribas, Paris, 1988 to September 1991; Managing Director, Banque Paribas, Paris, 1985 to 1988 Christopher Wyke Director Marketing Executive, Paribas Asset Management, Inc., June 1991 to present; Director Bond Management, Bankers Trust Investment Management, October 1988 to June 1991; Portfolio Manager, N.M. Rothschild Asset Management, May 1981 to October 1988 Catherine Guinefort Sr. Investment Officer, Senior Vice President, Paribas Asset European Equities Management Snc., 1988 to present; Portfolio Manager, Banque Worms, 1981 to 1988 Olivier Huby Senior Investment Officer, Senior Vice President, Paribas Asset U.S. Equities Management Snc., January, 1984 to present; Vice President, Banque Paribas, February 1963 to December 1983 Drianne Benner Vice President Vice President, Aiyer Investments, Inc. January, 1990 to March, 1991; Senior Vice President, Paribas Asset Management Technology, August 1983 to January 1990; Project Officer, Government of Jamaica Ministry of Agriculture, November 1982 to June 1983 Mark Weber Executive Vice President Head of Institutional Marketing, Paribas Asset Management, Inc., since January, 1995, General Manager, Bank Paribas Singapore, August 1993 to December 1994, Head of Finance Desk, Paribas Capital Market London, October 1985 to August 1988 Bruce R. Russell Senior Investment Officer Senior Investment Officer, Paribas Asset Management, Ltd. - Asset Allocation since August 1994; Fidelity International Investments, Senior Investment Officer, Global Bonds, September 1980 to August 1994; Abbey Life Assurance Co., London, Investment Manager, September 1980 to August 1984 Daniel Charles Roy Senior Investment Officer Paribas Asset Management, Ltd., Senior Investment Officer since September, 1992; Paribas Asset Management, S.N.C., Senior Investment Officer, September 1986 to August 1992; Banque Nationale De Paris, Economist, March 1985 to August 1986; Observatoire Francais Des Conjonctures Economists, September 1 to February 1985 Item 29. Principal Underwriters The Distributor, Paribas Corporation, acts as the principal underwriter for the Registrant. Paribas Corporation is a wholly owned subsidiary of Paribas North America and an affiliate of Paribas Asset Management, Inc. Paribas Corporation is registered broker-dealer under the Securities Exchange Act of 1934. Set forth below is information concerning each director and officer of the Distributor. The principal business address of each such person is 787 Seventh Avenue, New York, New York 10019. (1) (2) (3) Name Positions and Offices Positions and Offices with Underwriter with Registrant David Brunner Chief Executive Officer None John Powers Chief Legal Counsel None Donna Kiernan Chief Financial Officer None Philippe Blavier Vice Chairman None Guillaume de Beaufort Head of Administration None Nancy Gilroy Senior Compliance Officer None Alec DeLasdiere Director None Item 30. Location of Accounts and Records All accounts, books and other documents required to be maintained by the Registrant pursuant to Section 31(a) of the Investment Company Act of 1940, as amended and Rules 31a-1 through Rule 31a-3 thereunder will be maintained at the offices of: (1) First Data Investor Services Group, Inc. One Exchange Place Boston, MA 02109 (records relating to its functions as administrator) (2) Unified Advisers, Inc. 429 North Pennsylvania Street Indianapolis, IN 46204 (records relating to its functions as transfer agent) (3) Paribas Corporation 787 Seventh Avenue New York, NY 10019 (matters relating to its functions as distributor) (4) Paribas Asset Management, Inc. 34 avenue de l'Opra 75002 Paris (matters relating to its functions as investment adviser) (5) Boston Safe Deposit and Trust Company One Boston Place Boston, MA 02108 (matters relating to its functions as custodian) Item 31. Management Services Inapplicable. Item 32. Undertakings (a) Not applicable (b) The Registrant undertakes to furnish each person to whom a prospectus is delivered with a copy of the Registrant's latest annual report to shareholders, upon request, and without charge. (c) Registrant hereby undertakes to call a meeting of shareholders for the purpose of voting upon the question of removal of a Trustee or Trustees of Registrant when requested to do so by the holders at least 10% of Registrant's outstanding shares. Registrant undertakes further, in connection with any such meeting, to comply with the provisions of Section 16(c) of the Investment Company Act of 1940, as amended, relating to communications with the shareholders of certain common-law trusts. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, the Registrant, PARIBAS TRUST FOR INSTITUTIONS, certifies that it meets the requirements for effectiveness of this Post- Effective Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, and the Registrant has duly caused this Post-Effective Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City and State of New York, on the 29th day of April, 1996. PARIBAS TRUST FOR INSTITUTIONS By: ALAIN LECLAIR Alain Leclair Chairman Pursuant to the requirements of the Securities Act of 1933, as amended, this Post- Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date ALAIN LECLAIR President, Chairman 4/29/96 Alain Leclair and Principal Executive Officer KURT BRAITBERG Secretary and Treasurer 4/29/96 Kurt Braitberg (Chief Financial and Accounting Officer) JOHN W. ENGLISH Trustee 4/29/96 John W. English DR. GEOFFREY MOORE Trustee 4/29/96 Dr. Geoffrey Moore OLIVIER HUBY Trustee 4/29/96 Olivier Huby THOMAS C. PRYOR Trustee 4/29/96 Thomas C. Pryor INDEX TO EXHIBITS Exhibit Number Exhibit 10 Opinion of Counsel as to the legality of securities being registered. 11 Consent of Arthur Andersen LLP. 17 Financial Data Schedules for each series. * See "Redemption of Shares -- Contingent Deferred Sales Charge" for a description of this charge and the circumstances under which it may be reduced or eliminated. ** See "Purchase of Shares -- Plan of Distribution" for a description of this fee. Payment of this fee was suspended as of January 1, 1994. *** The Investment Adviser may be required to waive or reimburse some or all of the Management Fees to the extent that the Portfolio's actual Total Portfolio Operating Expenses exceed 2.50% of its average net assets. See "Investment Adviser". * Interested person of the Trust, as defined in the 1940 Act. * A Trustee who is an interested person of the Trust, as defined by the Investment Company Act of 1940, as amended (the "1940 Act"). * Interested person of the Trust, as defined in the 1940 Act. * A Trustee who is an interested person of the Trust, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). EX-99.10 2 Exhibit No. 10 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report dated January 31, 1996 on the financial statements of Paribas Trust for Institutions for the period ended December 31, 1995 and to all references to our Firm included in or made a part of the registration statement of Paribas Trust for Institutions filed on Form N-1A (Amendment No. 17), Investment Company Act File No. 811-4407 with the Securities and Exchange Commission. Arthur Anderson LLP ARTHUR ANDERSON LLP New York, New York April 26,1996 EX-99.11 3 Exhibit No. 11 April 29, 1996 Paribas Trust for Institutions 787 Seventh Avenue New York, NY 10019 Re: Post-Effective Amendment No. 13 to the Registration Statement for Paribas Trust for Institutions File Nos: 811-4407 and 33-313 Gentlemen: In connection with the registration of 95,433 shares of beneficial interest, $.10 par value per share, of Quantus Equity Managed Portfolio and Quantus II (the "Shares"), series of Paribas Trust for Institutions (the "Trust"), a Massachusetts business trust, pursuant to Post-Effective Amendment No. 13 to the Trust's Registration Statement under the Securities Act of 1933, as amended (the "1933 Act"), and in reliance upon Rule 24e-2 under the Investment Company Act of 1940, as amended (the "1940 Act"), you have requested that the undersigned provide the required legal opinion. The undersigned is Counsel of First Data Investor Services Group, Inc., the Trust's administrator, and in such capacity, from time to time and for certain purposes, acts as counsel to the Trust. I have examined copies of the Trust's Declaration of Trust, as amended, its By-Laws, votes adopted by its Board of Trustees, and such other records and documents as I have deemed necessary for purposes of this opinion. On the basis of the foregoing, I am of the opinion that the Shares when sold in accordance with the terms of the Trust's current Prospectus and Statement of Additional Information will, at the time of sale, be validly issued, fully paid and non-assessable by the Trust. This opinion is for the limited purposes expressed above and should not be deemed to be an expression of opinion as to compliance with the 1933 Act, the 1940 Act or applicable State "blue sky" laws in connection with the sales of the Shares. The Trust is an entity of the type commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Trust's Declaration of Trust provides that if a shareholder of the Trust is charged or held personally liable solely by reason of being or having been a shareholder, the shareholder shall be entitled out of the assets of the Trust to be held harmless from and indemnified against all loss and expense arising from such liability. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. I consent to the filing of this opinion with and as part of the aforementioned Post-Effective Amendment to the Trust's Registration Statement. Very truly yours, GAIL A. HANSON Gail A.Hanson Counsel EX-99.17 4 [SERIES] [NUMBER] 2 [NAME] PARIBAS TRUST FOR INSTITUTIONS QUANTUS I [PERIOD-TYPE] 12-MOS [FISCAL-YEAR-END] DEC-31-1995 [PERIOD-END] DEC-31-1995 [INVESTMENTS-AT-COST] 2,048,405 [INVESTMENTS-AT-VALUE] 2,512,781 [RECEIVABLES] 3,864 [ASSETS-OTHER] 0 [OTHER-ITEMS-ASSETS] 345,818 [TOTAL-ASSETS] 2,862,463 [PAYABLE-FOR-SECURITIES] 0 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 46,301 [TOTAL-LIABILITIES] 46,301 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 2,253,205 [SHARES-COMMON-STOCK] 318,080 [SHARES-COMMON-PRIOR] 350,430 [ACCUMULATED-NII-CURRENT] 0 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] 98,581 [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 464,376 [NET-ASSETS] 2,816,162 [DIVIDEND-INCOME] 52,190 [INTEREST-INCOME] 0 [OTHER-INCOME] 0 [EXPENSES-NET] 67,192 [NET-INVESTMENT-INCOME] (15,002) [REALIZED-GAINS-CURRENT] 439,371 [APPREC-INCREASE-CURRENT] 362,121 [NET-CHANGE-FROM-OPS] 786,490 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 0 [DISTRIBUTIONS-OF-GAINS] (320,187) [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 0 [NUMBER-OF-SHARES-REDEEMED] (66,375) [SHARES-REINVESTED] 34,025 [NET-CHANGE-IN-ASSETS] 210,920 [ACCUMULATED-NII-PRIOR] 0 [ACCUMULATED-GAINS-PRIOR] 0 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 17,508 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 105,476 [AVERAGE-NET-ASSETS] 2,685,958 [PER-SHARE-NAV-BEGIN] 7.43 [PER-SHARE-NII] (0.05) [PER-SHARE-GAIN-APPREC] 2.60 [PER-SHARE-DIVIDEND] 0.00 [PER-SHARE-DISTRIBUTIONS] (1.13) [RETURNS-OF-CAPITAL] 0.00 [PER-SHARE-NAV-END] 8.85 [EXPENSE-RATIO] 2.50 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0 [ARTICLE] 6 [SERIES] [NUMBER] 1 [NAME] PARIBAS TRUST FOR INSTITUTIONS QUANTUS II
[PERIOD-TYPE] 12-MOS [FISCAL-YEAR-END] DEC-31-1995 [PERIOD-END] DEC-31-1995 [INVESTMENTS-AT-COST] 83,427,986 [INVESTMENTS-AT-VALUE] 94,961,701 [RECEIVABLES] 129,490 [ASSETS-OTHER] 0 [OTHER-ITEMS-ASSETS] 5,840 [TOTAL-ASSETS] 95,097,031 [PAYABLE-FOR-SECURITIES] 0 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 6,633,817 [TOTAL-LIABILITIES] 6,633,817 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 76,904,774 [SHARES-COMMON-STOCK] 7,173,772 [SHARES-COMMON-PRIOR] 7,173,772 [ACCUMULATED-NII-CURRENT] 0 [OVERDISTRIBUTION-NII] (68,065) [ACCUMULATED-NET-GAINS] 92,790 [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 11,533,715 [NET-ASSETS] 88,463,214 [DIVIDEND-INCOME] 1,599,705 [INTEREST-INCOME] 106,098 [OTHER-INCOME] 0 [EXPENSES-NET] 838,908 [NET-INVESTMENT-INCOME] 866,895 [REALIZED-GAINS-CURRENT] 6,342,410 [APPREC-INCREASE-CURRENT] 13,332,202 [NET-CHANGE-FROM-OPS] 20,541,507 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] (880,222) [DISTRIBUTIONS-OF-GAINS] (5,591,238) [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 0 [NUMBER-OF-SHARES-REDEEMED] 0 [SHARES-REINVESTED] 0 [NET-CHANGE-IN-ASSETS] 14,070,047 [ACCUMULATED-NII-PRIOR] 37,712 [ACCUMULATED-GAINS-PRIOR] 0 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] (652,087) [GROSS-ADVISORY-FEES] 382,369 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 838,908 [AVERAGE-NET-ASSETS] 85,676,788 [PER-SHARE-NAV-BEGIN] 10.37 [PER-SHARE-NII] 0.12 [PER-SHARE-GAIN-APPREC] 2.74 [PER-SHARE-DIVIDEND] (0.12) [PER-SHARE-DISTRIBUTIONS] (0.78) [RETURNS-OF-CAPITAL] 0.00 [PER-SHARE-NAV-END] 12.33 [EXPENSE-RATIO] 0.98 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0
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