U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of form before preparing form
Please print or type
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1. Name and address of Issuer: Quantitative Group of Funds
55 Old Bedford Road
Lincoln, MA 01773
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2. Name of each series or class of funds for which this notice is filed:
Series Class(es) of Shares
________ ____________________
Quantitative Numeric Fund Ordinary and Institutional
Quantitative Numeric II Fund Ordinary and Institutional
Quantitative Disciplined Growth Fund Ordinary and Institutional
Quantitative Growth and Income Fund Ordinary and Institutional
Quantitative International Equity Fund Ordinary and Institutional
Quantitative Foreign Frontier Fund Ordinary and Institutional
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3. Investment Company Act File Number: 811-3790
Securities Act File Number: 2-84904
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4. Last day of fiscal year for which this notice is filed: March 31, 1997
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5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 designation:
/ /
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
Not applicable
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7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to Rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year: 0
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8. Number and amount of securities registered during the fiscal year
other than pursuant to Rule 24f-2: 0
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9. Number and aggregate sale price of securities sold during the fiscal year.
1,961,793 shares were sold for an aggregate sale price of $27,393,058.
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2:
1,961,793 shares were sold for an aggregate sale price of $27,246,215.
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B. 7):
1,562,078 shares of beneficial interest were sold for an aggregate
sales price of $27,246,215.
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during $27,393,058
the fiscal year in reliance on Rule 24f-2 (from
Item 10):
(ii) Aggregate price of shares issued in connection + $27,246,215
with dividend reinvestment plans (from Item 11,
if applicable):
(iii) Aggregate price of shares redeemed or repurchased - $54,639,273
during the fiscal year (if applicable):
(iv) Aggregate price of shares redeemed or repurchased 0
and previously applied as a reduction to filing
fees pursuant to Rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued $ 0
during the fiscal year in reliance of rule 24f-2
[line (i), plus line (ii), less line (iii), plus
(line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of the X 1/3300
Securities Act of 1933 or other applicable law
or regulation (see Insatruction C.6):
(vii) Fee due [line (i) or line (v) multiplied by $ 0
line (vi)]:
Instruction: Issuers should complete line (ii), (iv), and (v) only
if the form is being filed within 60 days after the
close of the issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the Commission's
Rules of Informal and Other Procedures (17 CFR 202.3a)
/ /
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: Not applicable.
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SIGNATURES
This report has been signed below by the following person on behalf of
the issuer and in the capacity and on the date indicated.
By (Signature and Title)* /s/ MARK A. KATZOFF
_____________________
Mark A. Katzoff, Clerk
Date May 28, 1997
*Please print the name and title of the signing officer below the signature
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[DECHERT PRICE & RHOADS]
May 27, 1997
Quantitative Group of funds
55 Old Bedford Road
Lincoln, MA 01773
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 Shares 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 & Rhoads
DECHERT PRICE & RHOADS
