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, 1996
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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
<PAGE>
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 4,224,322 $ 49,145,757
Markman Moderate Growth Fund 5,984,900 70,199,331
Markman Aggressive Growth Fund 6,577,451 80,691,707
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ISSUER TOTALS 16,786,673 $200,036,795
=========== ============
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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 4,224,322 $ 49,145,757
Markman Moderate Growth Fund 5,984,900 70,199,331
Markman Aggressive Growth Fund 6,577,451 80,691,707
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ISSUER TOTALS 16,786,673 $200,036,795
=========== ============
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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 278,474 $ 3,199,781
Markman Moderate Growth Fund 581,306 6,679,202
Markman Aggressive Growth Fund 472,475 5,792,545
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ISSUER TOTALS 1,332,255 $15,671,528
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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): $200,036,795
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 15,671,528
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<PAGE>
(iii) Aggregate price of shares redeemed or
purchased during the fiscal year
(if applicable): - 104,587,234
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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): $111,121,089
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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 .0003030303
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(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ 33,673.06
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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 24, 1997
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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
-----------------------------------
Date February 25, 1997
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*Please print the name and title of the signing officer below the
signature.
<PAGE>
SULLIVAN & WORCESTER LLP
1025 Connecticut Avenue,
N.W.
Washington, D.C. 20036
(202)775-8190
Fax No. 202-293-2275
In Boston, MA In New York City
One Post Office Square 767 Third Avenue
Boston, Massachusetts 02109 New York, New York 10017
(617)338-2800 (212)486-8200
Fax No. 617-338-2880 Fax No. 212-758-2151
February 7, 1997
Markman MultiFund Trust
6600 France Avenue South
Suite 565
Edina, Minnesota 55435
24f-2 Notice
Registration Statement File No. 811-8820
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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 4,502,796 shares of the Conservative Fund, 6,566,206 shares
of the Moderate Fund and 7,049,926 shares of the Aggressive Fund, for a total of
18,118,928 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,
1996.
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.
<PAGE>
Markman MultiFund Trust
February 7, 1997
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.
