AGREEMENT AND PLAN OF REORGANIZATION



    This Agreement and Plan of Reorganization (the "Agreement") is made as of

December 9, 2002 in Boston, Massachusetts, by and between State Street Research

Financial Trust (the "SSR Trust"), a Massachusetts business trust, on behalf of

its State Street Research International Equity Fund series (the "Acquired

Fund"), and Quantitative Group of Funds (the "Quant Trust"), a Massachusetts

business trust, on behalf of its Quant Foreign Value Fund series (the "Acquiring

Fund").



PLAN OF REORGANIZATION



    (a)  The Acquired Fund will sell, assign, convey, transfer and deliver to

the Acquiring Fund on the Exchange Date (as defined in Section 6) all of its

properties and assets. In consideration therefor, the Acquiring Fund shall, on

the Exchange Date, assume all of the liabilities of the Acquired Fund existing

at the Valuation Time (as defined in Section 3(c)) and deliver to the Acquired

Fund (i) a number of full and fractional Ordinary shares of beneficial interest

of the Acquiring Fund (the "Ordinary Reorganization Shares") having an aggregate

net asset value equal to the value of the assets of the Acquired Fund

attributable to the Class A, Class B(1), Class B and Class C shares of the

Acquired Fund transferred to the Acquiring Fund on such date less the value of

the liabilities of the Acquired Fund attributable to the Class A, Class B(1),

Class B and Class C shares of the Acquired Fund assumed by the Acquiring Fund on

that date, and (ii) a number of full and fractional Institutional shares of

beneficial interest of the Acquiring Fund (the "Institutional Reorganization

Shares") having an aggregate net asset value equal to the value of the assets of

the Acquired Fund attributable to the Class S shares of the Acquired Fund

transferred to the Acquiring Fund on such date less the value of the liabilities

of the Acquired Fund attributable to the Class S shares of the Acquired Fund

assumed by the Acquiring Fund on that date. (The Ordinary Reorganization Shares

and the Institutional Reorganization Shares shall be referred to collectively as

the "Reorganization Shares"). It is intended that the reorganization described

in this Agreement shall be a reorganization within the meaning of Section 368 of

the Internal Revenue Code of 1986, as amended (the "Code").



    (b)  Upon consummation of the transaction described in paragraph (a) above,

the Acquired Fund shall distribute in complete liquidation to its Class A, Class

B(1), Class B and Class C shareholders of record as of the Exchange Date the

Ordinary Reorganization Shares, and to Class S shareholders of record as of the

Exchange Date the Institutional Reorganization Shares, each such shareholder

being entitled to receive that proportion of such Ordinary or Institutional

Reorganization Shares which the number of Class A, Class B(1), Class B, Class C

and Class S shares of beneficial interest of the Acquired Fund held by such

shareholder bears to the number of Class A, Class B(1), Class B, Class C and

Class S shares of the Acquired Fund outstanding on the Exchange Date.

Certificates representing the Ordinary and Institutional Reorganization Shares

will not be issued. All issued and outstanding Class A, Class B(1), Class B,

Class C and Class S shares of the Acquired Fund will simultaneously be canceled

on the books of the Acquired Fund.



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    (c)  As promptly as practicable after the liquidation of the Acquired Fund

as aforesaid, but in all events within six months after the Exchange Date, the

SSR Trust shall pay or make provisions for the payment of the remaining debts

and taxes, if any, of the Acquired Fund and distribute all remaining assets, if

any, to shareholders of the Acquired Fund, and the Acquired Fund shall

thereafter be liquidated pursuant to the provisions of the Declaration of Trust

of State Street Research Financial Trust, as amended (the "SSR Trust Declaration

of Trust"), and applicable law, and its legal existence terminated. Any

reporting responsibility of the Acquired Fund is and shall remain the

responsibility of the Acquired Fund up to and including the Exchange Date and,

if applicable, such later date on which the Acquired Fund is liquidated.



AGREEMENT



    The Acquiring Fund and the Acquired Fund agree as follows:



    1. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ACQUIRING FUND. The

Quant Trust, on behalf of the Acquiring Fund, represents and warrants to and

agrees with the Acquired Fund that:



    a. The Acquiring Fund is a series of the Quant Trust, a Massachusetts

business trust duly established and validly existing under the laws of The

Commonwealth of Massachusetts, and has power to own all of its properties and

assets and to carry out its obligations under this Agreement.



    b. The Quant Trust is duly registered with the Securities and Exchange

Commission as an open-end management investment company under the Investment

Company Act of 1940, as amended ("1940 Act"), and such registration is in full

force and effect.



    c. The statement of assets and liabilities, statement of operations,

statement of changes in net assets and a schedule of investments (indicating

their market values) of the Acquiring Fund as of and for the six months ended

September 30, 2002 have been furnished to the Acquired Fund. Such statement of

assets and liabilities and schedule fairly present in all material respects the

financial position of the Acquiring Fund as of that date and such statements of

operations and changes in net assets fairly reflect in all material respects the

results of its operations and changes in net assets for the periods covered

thereby in conformity with generally accepted accounting principles.



    d. The current prospectus and statement of additional information of the

Acquiring Fund, each dated August 1, 2002, and any supplement thereto

(collectively, as from time to time amended, the "Acquiring Fund Prospectus"),

which have previously been furnished to the Acquired Fund, did not as of such

date and does not contain as of the date hereof, with respect to the Acquiring

Fund, any untrue statement of a material fact or omit to state a material fact

required to be stated therein or necessary to make the statements therein, in

light of the circumstances under which they were made, not materially

misleading.



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    e. There are no material legal, administrative or other proceedings pending

or, to the knowledge of the Quant Trust or the Acquiring Fund, threatened

against the Quant Trust or the Acquiring Fund, which assert liability on the

part of the Acquiring Fund. The Acquiring Fund knows of no facts which might

form the basis for the institution of such proceedings which would materially

and adversely affect its business and is not a party to or subject to the

provisions of any order, decree or judgment of any court or governmental body

which materially and adversely affects its business or its ability to consummate

the transactions herein contemplated.



    f. The Acquiring Fund has no known liabilities of a material nature,

contingent or otherwise, other than those shown belonging to it on its statement

of assets and liabilities as of September 30, 2002, those incurred in the

ordinary course of its business as an investment company since September 30,

2002 and those to be assumed pursuant to this Agreement. Prior to the Exchange

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