U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Paragon Portfolio
4900 Sears Tower
Chicago, IL 60606
2. Name of each series or class of funds for which this notice
is filed:
Paragon Treasury Money Market Fund
Paragon Short-Term Government Fund
Paragon Intermediate-Term Bond Fund
Paragon Louisiana Tax-Free Fund
Paragon Value Growth Fund
Paragon Value Equity Income Fund
Paragon Gulf South Growth Fund
Paragon Power Intermediate-Term Bond Portfolio
Paragon Power Value Growth Portfolio
Paragon Power Value Equity Income Portfolio
Paragon Power Gulf South Growth Portfolio
3. Investment Company Act File Number: 811-05879
Securities Act File No.: 33-31334
4. Last day of fiscal year for which this notice is filed:
November 30, 1996
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 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6):
Not Applicable
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:
Not Applicable
<PAGE>
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
Not Applicable
9. Number and aggregate sale price of securities sold during
the fiscal year other than from insurance company separate
accounts:
Fund Dollars Shares
- ---- ------- ------
Paragon Treasury Money Market Fund $301,048,859 301,048,859
Paragon Short-Term Government Fund 2,385,850 233,287
Paragon Intermediate-Term Bond Fund 9,004,791 863,855
Paragon Louisiana Tax-Free Fund 6,843,435 633,208
Paragon Value Growth Fund 43,248,966 2,781,829
Paragon Value Equity Income Fund 7,454,443 507,920
Paragon Gulf South Growth Fund 22,019,904 1,364,398
Paragon Power Intermediate-Term Bond
Portfolio 0 0
Paragon Power Value Growth Portfolio 0 0
Paragon Power Value Equity Income
Portfolio 0 0
Paragon Power Gulf South Growth
Portfolio 0 0
Total 392,006,248 307,433,356
10. Number and aggregate sale price of securities sold during
the fiscal year, other than from insurance company separate
accounts, in reliance upon registration pursuant to rule
24f-2:
Fund Dollars Shares
- ---- ------- ------
Paragon Treasury Money Market Fund $301,048,859 301,048,859
Paragon Short-Term Government Fund 2,385,850 233,287
Paragon Intermediate-Term Bond Fund 9,004,791 863,855
Paragon Louisiana Tax-Free Fund 6,843,435 633,208
Paragon Value Growth Fund 43,248,966 2,781,829
Paragon Value Equity Income Fund 7,454,443 507,920
Paragon Gulf South Growth Fund 22,019,904 1,364,398
Paragon Power Intermediate-Term Bond
Portfolio 0 0
Paragon Power Value Growth Portfolio 0 0
Paragon Power Value Equity Income
Portfolio 0 0
Paragon Power Gulf South Growth
Portfolio 0 0
Total 392,006,248 307,433,356
<PAGE>
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, other than from insurance company separate accounts,
if applicable (see Instruction B.7):
Fund Dollars Shares
- ---- ------- ------
Dollars and shared reinvested are included in securities sold
above.
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $392,006,248
---------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): -0-
---------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): $(392,006,248)
---------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): -0-
---------------
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 (line (i), plus
line (ii), less line (iii), plus line
(iv) (if applicable): -0-
---------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/3300
---------------
(vii) Fee due (line (i) or line (v)
multiplied by line (vi)): -0-
---------------
Instruction: Issuers should complete lines (ii), (iii), (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.
<PAGE>
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 CPR
202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the
Commissioner's lockbox depository:
SIGNATURES
This report has been signed below by the following person on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)*
Scott M. Gilman
-----------------------------
Scott M. Gilman, Treasurer
-----------------------------
Dated: January 27, 1997
----------------
*Please print the name and title of the signing officer
below the signature.
- ------------
** Price of Number of
Shares Shares
Redeemed or Redeemed or
Repurchased Repurchased
Other than Other than
from from
Insurance Insurance
Company Company
Separate Separate
Accounts Accounts
----------- -----------
Fund
- ----
Paragon Treasury Money Market Fund ($632,780,556) (632,780,556)
Paragon Short-Term Government Fund ( 130,950,862) ( 12,922,543)
Paragon Intermediate-Term Bond Fund ( 317,687,624) ( 31,073,995)
Paragon Louisiana Tax-Free Fund ( 213,185,530) ( 19,977,722)
Paragon Value Growth Fund ( 241,417,593) ( 15,767,558)
Paragon Value Equity Income Fund ( 146,219,419) ( 9,626,681)
<PAGE>
Paragon Gulf South Growth Fund ( 106,737,962) ( 6,751,737)
Paragon Power Intermediate-Term
Bond Portfolio 0 0
Paragon Power Value Growth
Portfolio 0 0
Paragon Power Value Equity Income
Portfolio 0 0
Paragon Power Gulf South Growth
Portfolio 0 0
Total (1,788,979,546) (728,900,792)
HALE AND DORR LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * Fax 617-526-5000
January 27, 1997
Paragon Portfolio
4900 Sears Tower
Chicago, IL 60606
Re: Rule 24f-2 Notice
-----------------
Dear Ladies and Gentlemen:
Paragon Portfolio (the "Trust") is a trust created under a
written Declaration of Trust dated, executed and delivered in
Boston, Massachusetts on October 2, 1989, as amended and restated
on February 3, 1994, as amended October 20, 1994 (as so amended,
the "Declaration of Trust"). The beneficial interests thereunder
are represented by transferable shares, $.01 par value per share.
The Trustees have the powers set forth in the Declaration of
Trust, subject to the terms, provisions and conditions therein
provided. Under Article V, Section 5.1, it is provided that the
number of shares authorized to be issued under the Declaration of
Trust is unlimited. Under Article V, Section 5.11, the Trustees
are authorized to divide the shares into one or more series of
shares and one or more classes thereof as they deem necessary or
desirable. Under Article V, Section 5.4 of the Declaration of
Trust, the Trustees may issue shares of any series or class for
such amount and type of consideration, at such time or times and
on such terms as the Trustees may deem best without action or
approval of the shareholders.
We understand that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Trust has registered an
indefinite number of shares of beneficial interest under the
Securities Act of 1933.
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 307,433,356 shares
of beneficial interest of the Trust (the "Shares") sold in
reliance upon said Rule 24f-2 during the fiscal year ended
November 30, 1996.
<PAGE>
Paragon Portfolio
January 27, 1997
Page 2
We have examined the Declaration of Trust, the By-laws,
resolutions of the Trust's Board of Trustees, a certificate of an
officer of the Trust to the effect that the Trust or its agent
received the consideration for each of the Shares in accordance
with the terms of the Declaration of Trust, and such other
documents as we have deemed necessary or appropriate for the
purposes of this opinion, including, but not limited to,
originals, or copies certified or otherwise identified to our
satisfaction, of such documents, Trust records and other
instruments. In our examination of the above documents, we
assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified
or photostatic copies, the authenticity of the originals of such
latter documents and the legal competence of each individual
executing any documents.
Further, we express no opinion as to compliance with any
state or federal securities laws, including the securities laws
of The Commonwealth of Massachusetts. For purposes of this
opinion letter, we have not made an independent review of the
laws of any state or jurisdiction other than The Commonwealth of
Massachusetts and express no opinion with respect to the laws of
any jurisdiction other than the laws of The Commonwealth of
Massachusetts.
Our opinion below, as it relates to the nonassessability of
the shares of the Trust, is qualified to the extent that under
Massachusetts law, shareholders of a Massachusetts business trust
may be held personally liable for the obligations of the Trust.
In this regard, however, please be advised that the Declaration
of Trust disclaims shareholder liability for acts or obligations
of the Trust and requires that notice of such disclaimer be given
in each note, bond, contract, certificate or undertaking made or
issued by the Trustees or officers of the Trust. Also, the
Declaration of Trust provides for indemnification out of Trust
property for all loss and expense of any shareholder held
personally liable for the Obligations of the Trust.
We are of the opinion that all necessary Trust action
precedent to the issue of said 307,433,356 shares has been duly
taken, and that all such Shares were legally and validly issued,
and are fully paid and nonassessable by the Trust, subject to
compliance with the Securities Act of 1933, the Investment
Company Act of 1940 and applicable state laws regulating the sale
of securities.
<PAGE>
Paragon Portfolio
January 27, 1997
Page 3
We consent to your filing this opinion with the Securities
and Exchange Commission together with the Rule 24f-2 Notice
referred to above. Except as provided in this paragraph, this
opinion may not be relied upon by, or filed with, any other party
or used for any other purpose.
Very truly yours,
Hale and Dorr
HALE AND DORR
