U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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:
Marketvest Funds, Inc.
Federated Investors
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
2. Name of each series or class of funds for which this
notice is filed:
Marketvest Equity Fund
Marketvest Short - Term Bond Fund
Marketvest Intermediate U.S. Government Bond
Fund
3. Investment Company Act File Number:
811-07385
Securities Act File Number:
33-63757
4. Last day of fiscal year for which this notice is filed:
02/28/97
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:
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:$0
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
0:$0
9. Number and aggregate sale price of securities sold
during the fiscal year (includes DRIP shares):
95,332,533 :$962,705,200
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
95,332,533 :$962,705,200
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans, if applicable:
12. Calculation of registration fees:
(i) Aggregate sale price of securities sold during the
fiscal
year in reliance on rule 24f-2 (from Item 10):
$962,705,200
(ii) Aggregate price of shares issued in connection
with
dividend reimbursement plans
(from Item 11, if applicable) +
(iii) Aggregate
price of shares redeemed or repurchased
during the fiscal year (if applicable)-91,403,345
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees
pursuant to rule 24e-2 (if applicable) +
(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): $871,301,855
(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)]:$264,031
Instruction: Issuers
should complete lines (ii), (iii), (iv), and (v)
only if the form in 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).
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
April 15, 1997
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)*
C. Todd Gibson
Assistant Secretary
Date: April 15, 1997
* Please print the name and title of the signing officer
below the signature.
FEDERATED ADMINISTRATIVE
SERVICES
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
412-288-1900
April 15, 1997
Marketvest Funds, Inc.
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion for use in conjunction with a Rule 24f-2
Notice for Marketvest Funds, Inc. (`Corporation'') to be filed in respect of
shares of the Corporation (`Shares'') sold for the fiscal year ended February
28, 1997, pursuant to the Corporation's registration statement filed with the
Securities and Exchange Commission (`SEC'') under the Securities Act of 1933
(File No. 33-63757) (`Registration Statement'').
In its Registration Statement, the Corporation elected to register an
indefinite number of shares pursuant to the provisions of Investment Company Act
Rule 24f-2.
As counsel I have participated in the preparation and filing of the
Corporation's amended Registration Statement under the Securities Act of 1933.
Further, I have examined and am familiar with the provisions of the Articles of
Incorporation dated October 23, 1995, the Bylaws of the Corporation and such
other documents and records deemed relevant. I have also reviewed questions of
law and consulted with counsel thereon as deemed necessary or appropriate by me
for the purposes of this opinion.
On the basis of the foregoing, it is my opinion the Shares sold for the
fiscal year ended February 28, 1997, registration of which the Rule 24f-2 Notice
makes definite in number, were legally issued, fully paid and non-assessable by
the Corporation.
I hereby consent to the filing of this opinion as an exhibit to the Rule
24f-2 Notice referred to above, the Registration Statement of the Corporation
and to any application or registration statement filed under the securities laws
of any of the States of the United States.
The foregoing opinion is limited to the Federal laws of the United States
and the laws of the State of Maryland, and I am expressing no opinion as to the
effect of the laws of any other jurisdiction.
Very truly yours,
/s/ C. Todd Gibson
C. Todd Gibson
Fund Attorney
