February 28, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH SERIES FUND, INC.
File No. 2-69062
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Series Fund, Inc. (the "Fund") hereby files
its Rule 24f-2 notice (the "Notice").
This Notice is being filed for the fiscal year of
the Fund ended December 31, 1993 (the "Fiscal
Year") and covers each of the following ten
portfolios of Common Stock of the Fund: Money
Reserve Portfolio Common Stock, Intermediate
Government Bond Portfolio Common Stock, Long Term
Corporate Bond Portfolio Common Stock, Capital
Stock Portfolio Common Stock, Growth Stock
Portfolio Common Stock, Multiple Strategy
Portfolio Common Stock, High Yield Portfolio
Common Stock, Natural Resources Portfolio Common
Stock, Global Strategy Portfolio Common Stock and
Balanced Portfolio Common Stock (collectively
referred to herein as the "Portfolios").
Set forth below is the information required by
Rule 24f-2 for each portfolio of Common Stock of the
Fund. Included in such information are the
calculations on which the filing fee of $46,144.16
are based.
I. Money Reserve Portfolio Common Stock
1. No shares of common stock of the Portfolio
which had been registered under the Securities
Act of 1933 (the "Securities Act") other than
pursuant to Rule 24f-2 remained unsold at the
beginning of the Fiscal Year.
2. 286,128,453 shares of common stock of the
Portfolio were registered under the Securities Act
during the Fiscal Year other than pursuant to
Rule 24f-2.
3. 159,076,741 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
4. No shares of common stock of the Portfolio
were sold during the Fiscal Year in reliance
upon registration pursuant to Rule 24f-2.
<PAGE>
II. Intermediate Government Bond Portfolio
Common Stock
1. No shares of common stock of the Portfolio
which had been registered under the
Securities Act other than pursuant to
Rule 24f-2 remain unsold at the beginning
of the Fiscal Year.
2. 3,180,538 shares of common stock of the
Portfolio were registered under the Securities
Act other than pursuant to Rule 24f-2.
3. 2,470,581 shares of common stock of the
Portfolio were sold during the Fiscal Year.**
4. No shares of common stock of the Portfolio
were sold during the Fiscal Year in reliance
upon registration pursuant to Rule 24f-2.
III. Long Term Corporate Bond Portfolio
Common Stock
1. 469,135 shares of common stock of the
Portfolio which had been registered under
the Securities Act other than pursuant to
Rule 24f-2 remained unsold at the beginning
of the Fiscal Year.
2. 2,841,042 shares of common stock of the
Portfolio were registered under the Securities
Act during the Fiscal Year other than pursuant
to Rule 24f-2.
3. 1,708,079 shares of common stock of the
Portfolio were sold during the Fiscal Year.***
4. No shares of common stock of the Portfolio
were sold during the Fiscal Year in reliance
upon registration pursuant to Rule 24f-2.
_______________
*The aggregate sale price of all shares of Money
Reserve Portfolio Common stock sold during the
Fiscal Year was $159,076,741.
**The aggregate sale price of all shares of
Intermediate Government Bond Portfolio Common
Stock sold during the Fiscal Year was $29,374,025.
***The aggregate sale price of all shares of Long
Term Corporate Bond Portfolio Common Stock sold
during the Fiscal Year was $21,180,076.
<PAGE>
IV. Capital Stock Portfolio Common Stock
1. No shares of common stock of the Portfolio
which had been registered under the Securities
Act other than pursuant to Rule 24f-2 remained
unsold at the beginning of the Fiscal Year.
2. 951,170 shares of common stock of the
Portfolio were registered under the Securities
Act during the Fiscal Year other than
pursuant to Rule 24f-2.
3. 2,648,003 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
4. 1,696,833 shares of common stock of the
Portfolio were sold during the Fiscal Year
in reliance upon registration pursuant to
Rule 24f-2.
Transmitted with this Notice is an opinion of
Rogers & Wells, counsel for the Fund,
indicating that the securities the
registration of which this Notice makes
definite in number were legally issued, fully
paid and non-assessable.
5. Since the aggregate sale price of securities
sold during the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2 is less
than the aggregate redemption price of
securities redeemed during the Fiscal Year,
no filing fee is required in connection with
the filing of this Notice. This calculation
is as follows:
(i) Maximum possible sale price
for the 1,696,833 shares of
common stock of the Portfolio
sold during the Fiscal Year
in reliance upon registration
pursuant to Rule 24f-2 (based on
a maximum offering price during
the Fiscal Year of $25.73).
$43,659,513
reduced by
(ii) Actual aggregate redemption
price of 3,146,632 shares of
common stock of the Portfolio
redeemed during the Fiscal Year.
$73,358,694
equals amount on which filing fee
is based. $ -0-
_______________
*The aggregate sale price of all shares of Capital
Stock Portfolio Common Stock sold during the
Fiscal Year was $61,600,014.
<PAGE>
V. Growth Stock Portfolio Common Stock
1. No shares of common stock of the Portfolio
which had been registered under the
Securities Act other than pursuant to
Rule 24f-2 remained unsold at the beginning
of the Fiscal Year.
2. No shares of common stock of the Portfolio
were registered under the Securities Act
during the Fiscal Year other than pursuant
to Rule 24f-2.
3. 2,765,508 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
4. 2,765,508 shares of common stock of the
Portfolio were sold during the Fiscal Year
in reliance upon registration pursuant to
Rule 24f-2.
Transmitted with this Notice is an opinion of
Rogers & Wells, counsel for the Fund,
indicating that the securities the
registration of which this Notice makes
definite in number were legally issued, fully
paid and non-assessable.
5. Since the aggregate sale price of securities
sold during the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2 is less
than the aggregate redemption price of
securities redeemed during the Fiscal Year,
no filing fee is required in connection with
the filing of this Notice. This calculation is
as follows:
(i) Actual aggregate sale price
for the 2,765,508 shares of
common stock of the Portfolio
sold during the Fiscal Year
in reliance upon registration
pursuant to Rule 24f-2 .
$63,963,922
reduced by
(ii) Actual aggregate redemption
price of 3,907,138 shares of
common stock of the Portfolio
redeemed during the Fiscal Year.
$90,314,726
equals amount on which filing fee
is based. $ -0-
_______________
*The aggregate sale price of all shares of Growth
Stock Portfolio Common Stock sold during the
Fiscal Year Was $63,963,922.
<PAGE>
VI. Multiple Strategy Portfolio Common Stock
1. 75,174,745 shares of common stock of the
Portfolio which had been registered under the
Securities Act other than pursuant to Rule
24f-2 remained unsold at the beginning of the
Fiscal Year.
2. 5,182,735 shares of common stock of the
Portfolio were registered under the Securities
Act during the Fiscal Year other than pursuant
to Rule 24f-2.
3. 1,154,463 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
4. No shares of common stock of the Portfolio
were sold during the Fiscal Year in reliance
upon registration pursuant to Rule 24f-2.
VII. High Yield Portfolio Common Stock
1. No shares of common stock of the Portfolio
which had been registered under the
Securities Act other than pursuant to
Rule 24f-2 remained unsold at the beginning
of the Fiscal Year.
2. 3,980,964 shares of common stock of the
Portfolio were registered under the Securities
Act during the Fiscal Year other than pursuant
to Rule 24f-2.
3. 6,585,394 shares of common stock of the
Portfolio were sold during the Fiscal Year.**
4. 2,604,430 shares of common stock of the
Portfolio were sold during the Fiscal Year
in reliance upon registration pursuant to
Rule 24f-2.
Transmitted with this Notice is an opinion of
Rogers & Wells, counsel for the Fund,
indicating that the securities the
registration of which this Notice makes
definite in number were legally issued, fully
paid and non-assessable.
5. Since the aggregate sale price of securities
sold during the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2 is less
than the aggregate redemption price of
securities redeemed during the Fiscal Year,
_______________
*The aggregate sale price of all shares of
Multiple Strategy Portfolio Common Stock sold
during the Fiscal Year was $21,097,665.
**The aggregate sale price of all shares of
High Yield Portfolio Common Stock sold during
the Fiscal Year was $62,046,849.
<PAGE>
no filing fee is required in connection with the
filing of this Notice. This calculation is
as follows:
(i) Maximum possible sale price
for the 2,604,430 shares of
common stock of the Portfolio
sold during the Fiscal Year
in reliance upon registration
pursuant to Rule 24f-2.
$25,210,882
reduced by
(ii) Actual aggregate redemption
price of 5,176,485 shares of
common stock of the Portfolio
redeemed during the Fiscal Year.
$48,772,584
equals amount on which filing fee
is based. $ -0-
VIII. Natural Resources Portfolio Common Stock
1. 751,279 shares of common stock of the
Portfolio which had been registered under
the Securities Act other than pursuant to
Rule 24f-2 remained unsold at the
beginning of the Fiscal Year.
2. 1,151,819 shares of common stock of the
Portfolio were registered under the
Securities Act during the Fiscal Year
other than pursuant to Rule 24f-2.
3. 4,270,081 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
4. 2,366,983 shares of common stock of the
Portfolio were sold during the Fiscal Year
in reliance upon registration pursuant to
Rule 24f-2.
Transmitted with this Notice is an opinion of
Rogers & Wells, counsel to the Fund,
indicating that the securities the
registration of which this Notice makes
definite in number were legally issued, fully
paid and non-assessable.
5. Since the aggregate sale price of securities
sold during the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2 is less
than the aggregate redemption price of
securities redeemed during the Fiscal Year,
no filing fee is required in connection with
the filing of this Notice.
_______________
*The aggregate sale price of all shares of Natural
Resources Portfolio Common Stock sold during the
Fiscal Year was $33,052,306.
<PAGE>
This calculation is as follows:
(i) Maximum possible sale price
for the 2,366,983 shares of
common stock of the Portfolio
sold during the Fiscal Year
in reliance upon registration
pursuant to Rule 24f-2 .
$19,574,949
reduced by
(ii) Actual aggregate redemption
price of 3,013,454 shares of
common stock of the Portfolio
redeemed during the Fiscal Year.
$23,296,035
equals amount on which filing fee
is based. $ -0-
IX. Global Strategy Portfolio Common Stock
1. No shares of common stock of the Portfolio
which had been registered under the
Securities Act other than pursuant to
Rule 24f-2 remained unsold at the beginning
of the Fiscal Year.
2. No shares of common stock of the Portfolio
were registered under the Securities Act during
the Fiscal Year other than pursuant to Rule
24f-2.
3. 9,185,981 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
4. 9,185,981 shares of common stock of the
Portfolio were sold during the Fiscal Year
in reliance upon registration pursuant to
Rule 24f-2.
Transmitted with this Notice is an opinion of
Rogers & Wells, counsel to the Fund,
indicating that the securities the
registration of which this Notice makes
definite in number were legally issued, fully
paid and non-assessable.
5. In accordance with Paragraph (c) of
Rule 24f-2, the fee of $38,267.97 has
been wired. Such fee which relates to
the 9,185,981 shares referred to in
Paragraph 4, is based upon the
actual aggregate offering price for shares of
the Portfolio during the Fiscal Year, reduced
by the actual aggregate redemption or
repurchase price of shares of the common
stock of the Portfolio redeemed or
repurchased during the Fiscal Year.
_______________
*The aggregate sale price of all shares of Global
Strategy Portfolio Common Stock sold during the
Fiscal Year was $133,326,793. All such shares
were sold in reliance upon registration pursuant
to Rule 24f-2.
<PAGE>
The calculation of the amount on which the filing
fee is based as follows:
(i) Actual aggregate sale price
for the 9,185,981 shares of
common stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$133,326,793
reduced by
(ii) Actual aggregate redemption
price of 1,577,997 shares of
common stock of the Portfolio
redeemed during the Fiscal Year.
$ 22,350,465
equals amount on which filing fee
is based.
$110,976,328
Based on the above calculation, $38,267.97 is
payable with respect to the registration of shares
of Global Strategy Portfolio Common Stock.
X. Balanced Portfolio Common Stock
1. No shares of common stock of the Portfolio
which had been registered under the
Securities Act other than pursuant to
Rule 24f-2 remained unsold at the beginning
of the Fiscal Year.
2. No shares of common stock of the Portfolio
were registered under the Securities Act during
the Fiscal Year other than pursuant to Rule
24f-2.
3. 2,187,445 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
4. 2,187,445 shares of common stock of the
Portfolio were sold during the Fiscal Year
in reliance upon registration pursuant to
Rule 24f-2.
Transmitted with this Notice is an opinion of
Rogers & Wells, counsel for the Fund,
indicating that the securities the
registration of which this Notice makes
definite in number were legally issued, fully
paid and non-assessable.
5. In accordance with Paragraph (c) of
Rule 24f-2, the fee of $7,876.19 has been
wired. Such fee which relates to the
2,187,445 shares referred to in Paragraph
4, is based upon the actual aggregate offering
price for shares of the Portfolio during the
Fiscal Year, reduced by the actual aggregate
redemption or repurchase price of shares
of the common stock of the Portfolio redeemed
_______________
*The aggregate sale price of all shares of
Balanced Portfolio Common Stock sold during the
Fiscal year was $30,842,401.
<PAGE>
or repurchased during the Fiscal Year.
The Fund did not apply the redemption or
repurchase price of any shares of common
stock of the Portfolio redeemed or repurchased
during the Fiscal Year pursuant to Rule
24e-2(a) in filings made pursuant to Section
24(e)(1) of the Investment Company Act of
1940. The calculation of the amount on which
the filing fee is based as follows:
(i) Actual aggregate sale price
for the 2,187,445 shares of
common stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$30,842,401
reduced by
(ii) Actual aggregate redemption
price of 567,022 shares of
common stock of the Portfolio
redeemed during the Fiscal Year.
$ 8,001,609
equals amount on which filing fee
is based.
$22,840,792
Based on the above calculation, $7,876.19 is
payable with respect to the registration of shares
of Balanced Portfolio Common Stock Portfolio.
Please direct any questions relating to this
filing to Michael J. Hennewinkel at Merrill Lynch
Asset Management, P.O. Box 9011, Princeton, N.J.
08543-9011, (609) 282-2024, or Leonard B. Mackey
Jr. at Rogers & Wells, 200 Park Avenue, New York,
New York 10166, (212) 878-8000.
Very truly yours,
MERRILL LYNCH SERIES FUND, INC.
By /s/ Michael J. Hennewinkel
- - - - - - - - - - - - - - -
Michael J. Hennewinkel
Secretary
ACC0F60F.WP5
[Rogers & Wells Letterhead]
February 25, 1994
Merrill Lynch Series Fund, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Gentlemen:
We have acted as counsel to Merrill Lynch
Series Fund, Inc. (the "Fund") in connection with
the sale of 192,052,276 shares of common stock,
par value $0.10 per share (the "Common Stock"),
of the Fund pursuant to the Distribution Agreement
between the Fund and Merrill Lynch Funds Distributor,
Inc. (the "Distribution Agreement"). You have asked
us to furnish certain legal opinions in connection
with the filing of a notice (the "Notice") under Rule 24f-2
of the Investment Company Act of 1940, as
amended (the "Act").
For purposes of the opinions expressed
in this letter, we have examined the Articles of
Incorporation, as amended through the date hereof,
the Distribution Agreement and such other documents
and questions of law as we have deemed necessary
or advisable. As to relevant matters of fact not
independently established, we have relied
upon such representations, certificates, and other
documents as we deemed appropriate.
Based on the foregoing, we are of the
opinion that when (a) the 1,696,833 shares of
the Fund's Capital Stock Portfolio Common Stock
referred to in paragraph 4 of Part IV of the Notice;
(b) the 2,765,508 shares of the Fund's Growth Stock
Portfolio Common Stock referred to in paragraph 4
of Part V of the Notice; (c) the 2,604,430 shares
of the Fund's High Yield Portfolio Common Stock
referred to in paragraph 4 of Part VII of the Notice;
(d) the 2,366,983 shares of the Fund's Natural
Resources Portfolio Common Stock referred to in
paragraph 4 of Part VIII of the Notice; (e) the
9,185,981 shares of the Fund's Global Strategy
Portfolio Common Stock referred to in paragraph 4
of Part IX of the Notice; and (f) the 2,187,445
shares of the Fund's Balanced Portfolio Common
Stock referred to in paragraph 4 of Part X of the
Notice were sold during the fiscal year ended
December 31, 1993 pursuant to the Distribution
Agreement in reliance upon registration pursuant
to Rule 24f-2 of the Act and in accordance with
the currently effective prospectus of the
Fund, the shares referred to in clauses (a),
(b), (c), (d), (e) and (f) were legally issued, fully
paid and non-assessable.
Very truly yours,
/s/ Rogers & Wells
