SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
THE PANAGORA FUNDS
(Name of Registrant)
260 Franklin Street
Boston, Massachusetts 02110
(Address of principal executive offices)
PanAgora Asset Allocation Fund
PanAgora Global Fund
PanAgora International Equity Fund
(Title of Securities with respect to which Notice is Filed)
File Nos.
33-57740
811-7464
The following information is required pursuant to Rule 24f-2(b)(1):
(i). Fiscal year for which Notice is filed:
June 1, 1993 to May 31, 1994
(ii). Number or 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 but which remained unsold at the beginning of such fiscal
year:
PanAgora Asset Allocation Fund None
PanAgora Global Fund None
PanAgora International Equity Fund None
(iii). Number or amount of securities, if any, registered during such
fiscal year other than pursuant to Rule 24f-
2:
PanAgora Asset Allocation Fund None
PanAgora Global Fund None
PanAgora International Equity Fund None
(iv). Number or amount of securities sold during such fiscal
year:*
PanAgora Asset Allocation Fund
281,095 shares
$2,878,298
PanAgora Global Fund
4,029,398 shares
$42,653,222
PanAgora International Equity Fund
1,362,074 shares
$13,694,431
(v). Number and amount of securities sold during such fiscal year in reliance
upon registration pursuant to Rule 24f-
2:*
(1) PanAgora Asset Allocation Fund
281,095 shares
$2,878,298
(2) PanAgora Global Fund
4,029,398 shares
$42,653,222
(3) PanAgora International Equity Fund
1,362,074 shares
$13,694,431
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: July 29, 1994
THE PANAGORA FUNDS
By /s/ David M.
Elwood
David M. Elwood
Assistant Secretary
______________________________
*Excludes shares issued upon reinvestment of dividends.
(1) The actual aggregate sales price for which such securities were
sold was $2,878,298. During the fiscal year ended May 31, 1994 the actual
aggregate redemption price of securities of the same class redeemed by the
Registrant was $15,209. No portion of such redemption price has been applied
by the Registrant pursuant to Rule 24e-2(a) in a filing made pursuant to
Section 24(e)(1) of the Investment Company Act of 1940, as amended. Pursuant
to Rule 24f-2(c), the registration fee with respect to the securities sold is
calculated as follows: $2,878,298 - $15,209 = $2,863,089 x .00034483 =
$987.28.
(2) The actual aggregate sales price for which such securities were
sold was $42,653,222. During the fiscal year ended May 31, 1994 the actual
aggregate redemption price of securities of the same class redeemed by the
Registrant was $1,500,398. No portion of such redemption price has been
applied by the Registrant pursuant to Rule 24e-2(a) in a filing made pursuant
to Section 24(e)(1) of the Investment Company Act of 1940, as amended.
Pursuant to Rule 24f-2(c), the registration fee with respect to the securities
sold is calculated as follows: $42,653,222 - $1,500,398 = $41,152,824 x
.00034483 = $14,190.73.
(3) The actual aggregate sales price for which such securities were
sold was $13,694,431. During the fiscal year ended May 31, 1994 the actual
aggregate redemption price of securities of the same class redeemed by the
Registrant was $72,764. No portion of such redemption price has been applied
by the Registrant pursuant to Rule 24e-2(a) in a filing made pursuant to
Section 24(e)(1) of the Investment Company Act of 1940, as amended. Pursuant
to Rule 24f-2(c), the registration fee with respect to the securities sold is
calculated as follows: $13,694,431 - $72,764 = $13,621,667 x .00034483 =
$4,697.16.
laurbank/panagora/secfilin/199424f2.doc
panagora/secfilin/199424f2
July 28, 1994
The PanAgora Funds
260 Franklin Street
Boston, MA 02110
RE: Rule 24f-2 Notice
Ladies and Gentlemen:
In connection with the filing by The PanAgora Funds, a Massachusetts
business trust (the "Trust") of a Notice (the "Notice") pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended, (the "1940 Act") for the
Trust's fiscal year ended May 31, 1994, with respect to the portfolio series
of the Trust referenced below, you have requested that the undersigned provide
the legal opinion required by that Rule.
In accordance with Rule 24f-2, the Trust has registered an indefinite
number of shares of beneficial interest, no par value per share, under the
Securities Act of 1933, as amended. The purpose of the Notice is to make
definite the registration of the following shares of each series of the Trust
referenced below (collectively, the "Shares") sold in reliance upon the Rule
during the fiscal year ended May 31, 1994:
PanAgora Asset Allocation Fund
281,095 shares sold
PanAgora Global Fund
4,029,398 shares sold
PanAgora International Equity Fund
1,362,074 shares sold
The PanAgora Funds
Page Two
I am a Vice President and Associate General Counsel of The Boston
Company Advisors, Inc., the Trust's administrator, and in such capacity, from
time to time and for certain purposes, act as counsel to the Trust. I have
examined copies of the Trust's Declaration of Trust, votes adopted by its
Board of Trustees, and such other records and documents as I have deemed
necessary for purposes of this opinion. Furthermore, I have examined a
Certificate of the Assistant Treasurer of the Trust to the effect that the
Trust received the consideration for each of the Shares in accordance with the
aforementioned charter documents and votes.
On the basis of the foregoing, and assuming all of the Shares were sold
in accordance with the terms of the relevant Prospectus for the above-
referenced series in effect at the time of sale, I am of the opinion that the
Shares have been duly authorized and validly issued and are 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 Securities Act of 1933, as amended, 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 any shareholder of
any series 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 said series 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.
By /s/ David M. Elwood
David M. Elwood
Vice President and
Associate General Counsel
DME/lmh
laurbank/panagora/secfilen/24f2opp.doc
