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.
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1. Name and address of issuer:
Markman MultiFund Trust
6620 France Avenue South, Suite 565
Edina, Minnesota 55435
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2. Name of each series or class of funds for which this notice is
filed:
Markman Conservative Growth Fund
Markman Moderate Growth Fund
Markman Aggressive Growth Fund
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3. Investment Company Act File Number: 811-8820
Securities Act File Number: 33-85182
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4. Last day of fiscal year for which this notice is filed;
December 31, 1995
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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:
[ ]
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6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6):
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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:
NONE
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8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
NONE
9. Number and aggregate sale price of securities sold during the
fiscal year:
NUMBER OF SHARES SALE PRICE
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Markman Conservative Growth Fund 1,099,287 $11,949,211
Markman Moderate Growth Fund 3,661,638 40,307,575
Markman Aggressive Growth Fund 3,621,298 42,808,631
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ISSUER TOTALS 8,382,223 $95,065,417
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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 SALE PRICE
------------ ----------
Markman Conservative Growth Fund 1,099,287 $11,949,211
Markman Moderate Growth Fund 3,661,638 40,307,575
Markman Aggressive Growth Fund 3,621,298 42,808,631
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ISSUER TOTALS 8,382,223 $95,065,417
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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 SALE PRICE
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Markman Conservative Growth Fund 62,586 $ 686,564
Markman Moderate Growth Fund 309,824 3,504,110
Markman Aggressive Growth Fund 354,464 4,179,128
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ISSUER TOTALS 726,874 $ 8,369,802
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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): $95,065,417
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 8,369,802
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(iii) Aggregate price of shares redeemed or
purchased during the fiscal year
(if applicable): - 14,003,920
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(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable) +
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(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): $89,431,299
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(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x .0003448276
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(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ 30,838.38
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Instruction: Issuers should complete line (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.
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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
(17CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
February 22, 1996
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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/ John F. Splain
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John F. Splain, Secretary
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Date February 23, 1996
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*Please print the name and title of the signing officer below the
signature.
SULLIVAN & WORCESTER
A Registered Limited Liability Partnership
1025 Connecticut Avenue, N.W.
Washington, D.C. 20036
767 Third Avenue Telephone: 202.775.8190 One Post Office Square
New York, New York 10017 Facsimile: 202.293.2275 Boston, Massachusetts 02109
Telephone: 212.486.8200 Telephone: 617.338.2800
Facsimile: 212.758.2151 Facsimile: 617.338.2880
February 16, 1996
Markman MultiFund Trust
6600 France Avenue South
Suite 565
Edina, Minnesota 55435
24f-2 Notice
Registration Statement File No. 811-8820
Ladies and Gentlemen:
Markman MultiFund Trust (the "Trust"), a Massachusetts
business trust with three series portfolios -- Markman Aggressive
Growth Fund (the "Aggressive Fund"), Markman Moderate Growth Fund
(the "Moderate Fund") and Markman Conservative Growth Fund (the
"Conservative Fund") (each, a "Fund" and together, the "Funds")
proposes to file with the Securities and Exchange Commission on
behalf of each of its Funds pursuant to the provisions of Rule
24f-2 under the Investment Company Act of 1940, as amended (the
"Act"), a notice making definite the registration of 1,161,873
shares of the Conservative Fund, 3,971,462 shares of the Moderate
Fund and 3,975,762 shares of the Aggressive Fund, for a total of
9,109,097 of its shares of beneficial interest authorized by the
Board of Trustees of the Trust (the "Shares"), which were sold in
reliance upon registration pursuant to Rule 24f-2 during the
fiscal year ended December 31, 1995.
We have made such investigations and have relied upon
originals or copies, certified or otherwise identified to our
satisfaction, of such records, instruments, certificates,
memoranda and other documents as we have deemed necessary or
advisable for purposes of this opinion. In that examination, we
have assumed the genuineness of all signatures, the authenticity
of all documents purporting to be originals, and the conformity
to the originals of all documents purporting to be copies.
Markman MultiFund Trust
February 16, 1996
Page 2
Based upon and subject to the foregoing, we hereby advise you
that, in our opinion, the Shares, the registration of which is
being made definite by the notice referred to above, are validly
and legally issued, fully paid and nonassessable. For purposes
of this letter, we express no opinion as to compliance with the
Securities Act of 1933, as amended, applicable state laws
regulating the sale of securities, or the Act.
We consent to your filing this opinion as an exhibit to the
notice referred to above.
Very truly yours,
/s/ Sullivan & Worcester LLP
Sullivan & Worcester LLP
cc: Mr. Robert J. Markman
Mr. Richard W. London
John F. Splain, Esq.
