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NOTIFICATION OF ELECTION
UNDER RULE 24f-1
NAME AND ADDRESS OF ISSUER:
The Palladian Trust
4225 Executive Square
Suite 270
La Jolla, California 92037
REGISTRATION NOS:
33-73882 (1933 Act)
811-08278 (1940 Act)
SECURITY:
Shares of the following Portfolios of the Trust:
The Value Portfolio;
The Growth Portfolio;
The International Growth Portfolio;
The Global Strategic Income Portfolio; and
The Global Interactive/Telecomm Portfolio
SHARES REGISTERED:
Zero, for purposes of fee calculations. See below.
PERIOD OF TIME DURING WHICH SHARES SOLD:
June 30, 1997 through October 10, 1997
COMPILATION OF FEE:
All securities sold by the Trust were sold to unmanaged separate accounts
offering interest in those accounts that are registered under the
Securities Act of 1933 on which a registration fee has been or will be
paid. In these circumstances, the SEC has determined that no registration
fee need be paid on such securities. See Form 24F-2, Instruction b(5);
Investment Company Act Rel. No. 21332 (September 1, 1995). The minimum fee
of $300 was wired to the SEC's account under CIK 000917323 on
October 9, 1997.
STATEMENT BY ISSUER:
The issuer, the Trust, confirms that the shares with respect to which this
notification is filed were sold in accordance with the Trust's usual method
of distributing its registered shares, under which prospectuses are made
available for delivery to offerees and purchasers of such shares in
accordance with Section 5(b) of the Securities Act of 1933.
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/s/ H. Michael Schwartz
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H. Michael Schwartz
President
The Palladian Trust
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CERTIFICATE
The undersigned hereby certifies that he is the duly elected Secretary of
The Palladian Trust and that the following resolution was adopted by the Trust's
Board of Trustees on October 7, 1997 and that the following resolution has not
been amended or modified and is in full force and effect on the date hereof:
"RESOLVED, that the officers of the Trust are authorized to execute
and file one or more post-effective amendments to the Trust
registration statement and notices of registration and to execute such
other documents and take such other action as they deem to be
necessary or desirable, with advice of counsel, in connection with
such registration statements or notices of registration."
/s/ H. Michael Schwartz
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H. Michael Schwartz
Secretary
October 10, 1997
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SHEA & GARDNER
1800 MASSACHUSETTS AVENUE, N.W.
WASHINGTON, D.C. 20036
(202) 828-2000
Fax: (202) 828-2195
October 10, 1997
The Palladian Trust
4225 Executive Square
La Jolla, California 92037
Re: Registration No. 33-73882
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Ladies and Gentlemen:
We serve as counsel to The Palladian Trust (the "Trust"). The Trust is
preparing to file a a notice of election under Rule 24f-1 under the Investment
Company Act of 1940 to register shares sold from June 30, 1997 through October
10, 1997. All securities sold by the Trust were sold to unmanaged separate
accounts offering interests in those accounts that are registered under the
Securities Act of 1933 and on which a registration fee has been or will be paid.
In these circumstances, the SEC has determined that no registration fee need be
paid on such securities. See Form 24F-2, Instruction b(5); Investment Company
Act Rel. No. 21332 (September 1, 1995).
Based on our examination of the relevant documents contained in the Trust's
registration statement, and in reliance upon certain exhibits to that
registration statement, and assuming that the securities were issued in
accordance with the terms described in that registration statement and the
Trust's Declaration of Trust, that the Trust received payment for the
securities, and that any appropriate action was taken to qualify the sale of the
securities under applicable state laws, we are of the opinion that the
securities are valid, legal and binding obligations of the Trust in accordance
with their terms and are nonassessable, except as described in the Trust
prospectus under the heading "Capitalization".
We consent to the filing of this opinion with the Securities and Exchange
Commission.
Yours truly,
SHEA & GARDNER
By: /s/ Christopher E. Palmer
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Christopher E. Palmer
