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.
1. Name and address of issuer:
The PanAgora Institutional Funds (formerly The PanAgora Funds)
260 Franklin Street
Boston, MA 02110
2. Name of each series or class of funds for which this notice is filed:
PanAgora Asset Allocation Fund
PanAgora Global Fund
PanAgora International Equity Fund
3. Investment Company Act File Number: 811-7464
Securities Act File Number: 33-57740
4. Last day of fiscal year for which this notice is filed: May 31, 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):
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
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0
9. Number and aggregate sale price of securities sold during the fiscal year:
Number of Shares: 569,045 Aggregate Sale Price: $6,269,805
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 569,045 Aggregate Sale Price: $6,269,805
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):
Number of Shares Reinvested: 307,345
Aggregate Sale Price: $3,483,979
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): $ 6,269,805
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 3,483,979
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 5,081,674
(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): 4,672,110
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ 1,611.07
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.
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). [x]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: July 25, 1996
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/Richard A. Crowell
---------------------
Richard A. Crowell
President
Date July 25, 1996
*Please print the name and title of the signing officer below the signature.
[Hale and Dorr Letterhead]
July 25, 1996
The PanAgora Institutional Funds
260 Franklin Street
Boston, Massachusetts 02110
Re: Form 24F-2
----------
Ladies and Gentlemen:
The PanAgora Institutional Funds (formerly, 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 and July 21, 1995 (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, Sections 5.1 and 5.11, 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 Institutional Funds
July 25, 1996
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 Form
24F-2 pursuant to Rule 24f-2 (the "Form 24F-2") making definite
the registration of 569,045 shares of beneficial interest of the
Trust (the "Shares") sold in reliance upon said Rule 24f-2
during the fiscal year ended May 31, 1996.
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 personally liable for the
The PanAgora Institutional Funds
July 25, 1996
Page 3
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 Form 24F-2 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
