[DECHERT PRICE & XXXXXX]
May 27, 1997
Quantitative Group of funds
00 Xxx Xxxxxxx Xxxx
Xxxxxxx, XX 00000
Re: Rule 24f-2 Notice
_________________
Gentlemen:
Quantitative Group of Funds (the "Trust") is a trust created under
a written Agreement and Declaration of Trust dated June 27, 1983, and
executed and delivered in Burlington, Massachusetts. The Declaration of
Trust was amended by an Amended and Restated Declaration of Trust
dated April 2, 1990, which was most recently amended on July 18, 1993 (as
amended, the "Declaration of Trust"). The beneficial interest thereunder is
represented by transferable shares with no par value per share ("Shares").
The Trustees have the powers set forth in the Declaration of Trust,
subject to the terms, provisions and conditions therein provided.
We are of the opinion that the legal requirements have been complied
with in the creation of the Trust and that said Declaration of Trust is legal
and valid.
Under Article III, Section 3 of the Declaration of Trust, the Trustees
are empowered, in their discretion, from time to time, to issue Shares for
such amount and type of consideration, at such time or times and on such
terms and such terms as the Trustees may deem best. Under Article III,
Section 1, it is provided that the number of Shares authorized to be issued
under the Declaration of Trust is unlimited. Under Article III, Section 1,
the Trustees may authorize the division of Shares into two or more series
or classes.
By resolution of the Board of Trustees on April 17, 1985, the Trustees
divided the Shares into four series, designated the Boston I Series, the
Boston II Series, the Boston Index Plus Series and the Boston International
Series of the Trust. By resolution of the Board of Trustees on July 29,
1987, the Trustees redesignated the Boston I Series, the Boston II Series,
the Boston Index Plus Series and the Boston International Series as the
Boston Growth and Income Series, the Boston Performance Series, the Boston
Foreign Growth and Income Series and the Boston Foreign Performance Series.
By written consent of the Board of Trustees dated May 28, 1992, the Trustees
redesignated the Boston Performance Series as the Boston Numeric Series.
By resolution of the Board of Trustees on November 30, 1988, the Trustees
abolished and dissolved the Boston Performance Series of the Trust. By
resolution of the Board of Trustees dated May 17, 1994, the Trustees
established and designated the Boston Numeric II Series, the Foreign
Frontier Series, and the Disciplined Growth Series of the Trust.
By resolution of the Board of Trustees on July 13, 1994, the Trustees
redesignated the Boston Growth and Income Series, the Boston Foreign Growth
and Income Series, the Boston Numeric Series, the Boston Numeric II Serues,
the Disciplined Growth Series and the Foreign Frontier Series,
respectively as the Quantitative Growth and Income Fund, the Quantitative
International Equity Fund, the Quantitative Numeric Fund, the Quantitative
Numeric II Fund, the Quantitative Disciplined Growth Fund, and the
Quantitative Foreign Frontier Fund.
By resolution of the Board of Trustees adopted on June 27, 1983,
the Trustees of the Trust authorized the officers of the Trust, from
time to time, to determine the appropriate number of Shares to be
registered, and to register with the Securities and Exchange Commission,
and to issue and sell to the public, such Shares.
We understand that you are about to file a Notice pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended, making definite the
registration of 3,523,871 Shares sold in reliance upon said Rule 24f-2
during the fiscal year ended March 31, 1997.
We are of the opinion that all necessary Trust action precedent to
the issue of said 3,523,871 Xxxxxx was duly taken. We are of the further
opinion that all such Shares were legally and validly issued, fully paid
and nonassessable by the Trust. In rendering the opinion expressed in
the preceeding sentence, we rely on certification by an officer of the
Trust that the Trust or its agent received consideration for such Shares
in accordance with the provisions of the Trust's Declaration of Trust, and
we assume that the sale of such Shares was effected in compliance with the
Securities Act of 1933, the Investment Company Act of 1940, and applicable
state laws regulating the sale of securities.
We consent to your filing of this opinion with the Securities and
Exchange Commission together with the Rule 24f-2 Notice referred to above.
Very truly yours,
/s/ Dechert Price & Xxxxxx
DECHERT PRICE & XXXXXX
