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: Rodney Square Multi-Manager
Fund
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
2. Name of each series or class of funds Growth Portfolio
for which this notice is filed: 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, 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 I---I
24f-2 declaration: 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 1,466,757 shares
the fiscal year: $20,828,204
8. Number and amount of securities
registered during the fiscal year 542,107 shares
other than pursuant to rule 24f-2: $ 7,981,713
9. Number and aggregate sale price of
securities sold during the fiscal 210,198 shares
year: $ 3,642,409
10. Number and aggregate sale price of
securities sold during the fiscal year
in reliance upon registration pursuant 210,198 shares
to rule 24f-2: $ 3,642,409
11. Number and aggregate sale price of
securities issued during the fiscal
year in connection with dividend
reinvestment plans, if applicable (see 393,849 shares
Instruction B.7): $ 7,534,966
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): $ 3,642,409
--------------
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + 7,534,966
--------------
(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year (if applicable): - $ 11,177,375
--------------
(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): $ 0
--------------
(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)]: $ 0
==============
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 of I---I
filing fees to Commission's lockbox
depository:
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/ Diane D. Marky
------------------------------------
Diane D. Marky, Assistant Secretary
Date: February 27, 1997
-----------------
* Please print the name and title of the signing officer below the
signature.
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
2nd Floor
Washington, D.C. 20036
Telephone: (202) 778-9000
Facsimile: (202) 778-9100
February 25, 1997
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 pursuant to Rule 24f-2 under the Investment
Company 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, 1996.
We have, as counsel, participated in various business and other
proceedings 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, 1996, 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 being 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
Information - 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/ R. Darrell Mounts
----------------------
R. Darrell Mounts
