RULE 24F-2 NOTICE
FOR
THE PANAGORA FUNDS
(NAME OF REGISTRANT)
260 FRANKLIN STREET
BOSTON, MA 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)
Securities Act of 1933 File No. 33-57740
The following information is required pursuant to Rule 24f-2 (b) (1):
(i). Fiscal year for which Notice is filed:
Fiscal year ended May 31, 1995
(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:
[0]
(iii). Number or amount of securities, if any, registered
during such fiscal year other than pursuant to Rule 24f-2:
[0]
(iv). Number or amount of securities sold during such fiscal
year*(1):
SERIES OF CAPITAL SHARES SHARES DOLLAR AMOUNT
PanAgora Asset Allocation Fund 412,762 $ 4,202,376
PanAgora Global Fund 675,793 7,133,664
PanAgora International Equity Fund 1,228,449 13,849,561
<PAGE>
(v). Number or amount of securities sold during fiscal year
in reliance upon registration pursuant to Rule 24f-2*:
SERIES OF CAPITAL SHARES SHARES DOLLAR AMOUNT
PanAgora Asset Allocation Fund 412,762 $ 4,202,376
PanAgora Global Fund 675,793 7,133,664
PanAgora International Equity Fund 1,228,449 13,849,561
*Excludes shares issued upon reinvestment of dividends.
An opinion of counsel with respect to the legality of the above
shares accompanies this Notice.
The filing fee required by Rule 24f-2(c) in the amount of
$3,936.35 has been submitted on July 24, 1995 to the
Commission's lockbox depository by wire transfer pursuant to
Item 13(c) of Regulation S-T and Rule 3a of the Commission's
Instructions for Filing Fees.
Dated:
By: /s/ Richard Crowell
President
PanAgora Asset Allocation Fund
(1) The actual aggregate sales price for which such securities
were sold was $4,202,376. During the fiscal year ended May 31,
1995, the actual aggregate redemption price of securities of the
same class redeemed by the Registrant was $642,100. No portion
of such aggregate redemption price has been applied by the
Registrant pursuant to Rule 24e-2 (a) in a filing madepursuant
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:
$4,202,376 - $642,100 /2900 = $1,227.68.
PanAgora Global Fund
(1) The actual aggregate sales price for which such securities
were sold was $7,133,664. During the fiscal year ended May 31,
1995, the actual aggregate redemption price of securities of the
same class redeemed by the Registrant was $2,050,877. No
portion of such aggregate 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: $7,133,664 - $2,050,877 /2900 = $1,752.69.
<PAGE>
PanAgora International Equity Fund
(1) The actual aggregate sales price for which such securities
were sold was $13,849,561. During the fiscal year ended May 31,
1995, the actual aggregate redemption price of securities of the
same class redeemed by the Registrant was $11,077,230. No
portion of such aggregate 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: $13,849,561 - $11,077,230 /2900 = $955.98.
July 25, 1995
The PanAgora Funds
260 Franklin Street
Boston, Massachusetts 02110
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
The PanAgora Funds (the "Trust") is a Massachusetts
business trust created under a written Declaration of Trust
dated, executed and delivered in Boston, Massachusetts on
January 27, 1993, as amended on April 10, 1993 (as so amended,
the "Declaration of Trust"). The beneficial interests
thereunder are represented by transferable shares of beneficial
interest without par value.
The Trustees of the Trust 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 of
the Declaration of Trust, the number of shares of beneficial
interest authorized to be issued under the Declaration of Trust
is unlimited and 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, the Trustees may issue shares of any series or
class for such consideration and on such terms as they may
determine without action or approval of the shareholders.
Pursuant to Article V, Section 5.1, the Trustees established
three separate series of shares designated "PanAgora Asset
Allocation Fund," "PanAgora Global Fund" and "PanAgora
International Equity Fund." By vote adopted on May 19, 1993,
the Trustees of the Trust authorized the President, any Vice
President, the Secretary and the Treasurer from time to time to
determine the appropriate number of shares to be registered,
to register with the Securities and Exchange Commission, and to
issue and sell to the public, such shares.
The PanAgora Funds
July 25, 1995
Page 2
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 further understand that you are about to file with
the Securities and Exchange Commission a notice pursuant to Rule
24f-2 (the "Rule 24f-2 Notice") making definite the registration
of 2,317,004 shares of beneficial interest of the Trust (the
"Shares") sold in reliance upon said Rule 24f-2 during the
fiscal year ended May 31, 1995, consisting of 412,762 Shares of
PanAgora Asset Allocation Fund, 675,793 Shares of PanAgora
Global Fund and 1,228,449 Shares of PanAgora International
Equity Fund.
We have examined the Declaration of Trust, the By-laws,
resolutions of the Board of Trustees, a certificate of the
Treasurer of the Trust to the effect that the Trust or its agent
received 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 have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to original
documents of all documents submitted to us as certified or
photostatic copies.
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 Commonwealth of Massachusetts. Further we express no
opinion as to compliance with any state or federal securities
laws, including the securities 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
The PanAgora Funds
July 25, 1995
Page 3
personally liable for the obligations of the Trust; provided,
however, that no Trust property may be used to indemnify any
shareholder of any series of the Trust other than Trust property
allocated or belonging to that series.
We are of the opinion that (i) all necessary Trust action
precedent to the issuance of the Shares has been duly taken and
(ii) the Shares have been legally and validly issued and are
fully paid and non-assessable by the Trust, subject to
compliance with the Securities Act of 1933, the Investment
Company Act of 1940 and the applicable state laws regulating the
sale of securities.
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 parties or
for any other purpose.
Very truly yours,
/s/Hale and Dorr
Hale and Dorr
