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 THE FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
1. Name and address of issuer: The Rodney Square Multi-
Manager Fund
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
2. Name of each series or class of funds
for which this notice is filed: Growth Portfolio
Growth and Income
Portfolio
3. Investment Company Act File Number: 811-4808
Securities Act File Number: 33-8120
4. Last day of fiscal year for which this
notice is filed: December 31, 1995
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: I---I
I I
I---I
6. Date of termination of issuer's
declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6): N/A
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: 1,444,204 shares
$20,461,940
8. Number and amount of securities
registered during the fiscal year
other than pursuant to rule 24f-2: 22,553 shares
$ 366,264
9. Number and aggregate sale price of
securities sold during the fiscal
year: 509,970 shares
$ 8,166,360
10. Number and aggregate sale price of
securities sold during the fiscal year
in reliance upon registration pursuant
to rule 24f-2: 509,970 shares
$ 8,166,360
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): 421,786 shares
$ 6,703,637
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): $ 8,166,360
--------------
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + 6,703,637
--------------
(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year (if applicable): - 14,869,997
--------------
(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 0
applicable): --------------
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation (see Instruction x 1/2900
C.6): --------------
(vii) Fee due [line (i) or line (v) 0
multiplied by line (vi)]: ===============
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). I---I
I I
Date of mailing or wire transfer I---I
of filing fees to Commission's lockbox
depository: N/A
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/ Marilyn Talman
-----------------------------
Marilyn Talman, Secretary
Date: February 23, 1996
-----------------
* Please print the name and title of the signing officer below the
signature.
--------------------------
Kirkpatrick & Lockhart LLP
--------------------------
1800 Massachusetts Ave. NW
2nd Floor
Washington, D.C. 20036-1800
Telephone (202) 778-9000
Facismile (202) 778-9100
ARTHUR J. BROWN
(202) 778-9046
[email protected]
February 9, 1996
The Rodney Square Multi-Manager Fund
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Dear Sir or Madam:
The Rodney Square Multi-Manager Fund (the "Fund") is an unincorporated
voluntary association established under the laws of the Commonwealth of
Massachusetts by Declaration of Trust dated August 19, 1986, as amended and
restated on November 10, 1986. We understand that the Fund is about to file
a Rule 24f-2 Notice for its two portfolios, the Growth Portfolio and the
Growth and Income Portfolio, pursuant to Rule 24f-2 under the Investment Com-
pany Act of 1940, as amended ("1940 Act"), for the purpose of making definite
the number of shares which are registered under the Securities Act of 1933,
as amended ("1933 Act"), and which were sold by the Fund during its fiscal
year ended December 31, 1995.
We have, as counsel, participated in various business and other proceed-
ings relating to the Fund. We have examined copies, either certified or
otherwise proved to be genuine, of its Declaration of Trust, as amended, and
By-Laws, as now in effect, the minutes of meetings of its board of trustees
and other documents relating to its organization and operation, and we are
generally familiar with its affairs. Based upon the foregoing, it is our
opinion that the shares of beneficial interest in the Fund sold during the
Fund's fiscal year ended December 31, 1995, the registration of which will
be made definite by the filing of a Rule 24f-2 Notice, were legally issued,
fully paid and non-assessable. We express no opinion as to compliance with
the 1933 Act, the 1940 Act or applicable state securities laws in connection
with the sales of the Fund's shares of beneficial interest.
The Fund 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 Fund. The
Declaration of Trust states that creditors of, contractors with and claimants
against the Fund shall look only to the assets of the Fund for payment. It
also states that every note, bond, contract, or other undertaking issued by
or on behalf of the Fund or the trustees relating to the Fund shall include a
recitation limiting the obligation represented thereby to the Fund and its
assets. The Declaration of Trust further provides: (i) for indemnification
from assets belonging to the applicable series for all loss and expense of
any shareholder of the series held personally liable solely by reason of be-
ing or having been a shareholder of the series, and (ii) for the series, upon
request by the shareholder, to assume the defense of any claim against the
shareholder for any act or obligation of the series and satisfy any judgment
thereon. Thus, the risk of a shareholder incurring financial loss on account
of shareholder liability is limited to circumstances in which a series would
be unable to meet its obligations.
We hereby consent to this opinion accompanying the Rule 24f-2 Notice
which you are about to file with the Securities and Exchange Commission. We
also consent to the reference to our firm under the caption "Other Informa-
tion - Legal Counsel" in the statement of additional information of the Fund
that is included as part of the Fund's registration statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Arthur J. Brown
___________________
Arthur J. Brown
