February 28, 1995
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,
1994 (the "Fiscal Year") and covers each
of the following ten classes 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 (each
individually sometimes referred to herein
as a "Portfolio").
Set forth below is the information required by
Rule 24f-2 for each class of Common Stock
of the Fund. Included in such information are
the calculations on which the filing fee of
$15,772.80 are based.
I. Money Reserve Portfolio Common Stock
1. 127,051,712 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. 277,435,808 shares of common stock of
the Portfolio were registered under the
Securities Act during the Fiscal Year
other than pursuant to Rule 24f-2.
<PAGE>
3. 268,477,395 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.
II. Intermediate Government Bond Portfolio
Common Stock
1. 709,957 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. 3,244,833 shares of common stock of
the Portfolio were registered under the
Securities Act other than pursuant to
Rule 24f-2.
3. 1,145,062 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. 1,602,098 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. 1,711,272 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. 617,781 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 $268,477,395.
**The aggregate sale price of all shares of
Intermediate Government Bond Portfolio Common
Stock sold during the Fiscal Year was
$12,193,233.
***The aggregate sale price of all shares of Long
Term Corporate Bond Portfolio Common Stock
sold during the Fiscal Year was $7,030,745.
<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. 1,451,455 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. 3,132,708 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
4. 1,681,253 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,
and since the Fund did not apply the
redemption or repurchase price of any
shares 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,
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 1,681,253 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 $23.87). $40,131,509
_______________
*The aggregate sale price of all shares of
Capital Stock Portfolio Common Stock
sold during the Fiscal Year was
$70,162,822.
<PAGE>
reduced by
(ii) Actual aggregate redemption
price of 3,403,477 shares of
common stock of the Portfolio
redeemed during the Fiscal Year. $75,543,585
equals amount on which filing fee
is based. $ -0-
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. 1,143,589 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. 3,016,630 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
4. 1,873,041 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,
and since the Fund did not apply the
redemption or repurchase price of any
shares 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,
no filing fee is required in connection with
the filing of this Notice. This calculation is
as follows:
____________
*The aggregate sale price of all shares of
Growth Stock Portfolio Common Stock
sold during the Fiscal Year Was $57,816,537.
<PAGE>
(i) Maximum possible sale price
for the 1,873,041 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
$20.93). $39,202,748
reduced by
(ii) Actual aggregate redemption
price of 3,671,567 shares of
common stock of the Portfolio
redeemed during the Fiscal
Year. $70,575,404
equals amount on which filing fee
is based. $ -0-
VI. Multiple Strategy Portfolio
Common Stock
1. 79,203,017 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. 5,634,358 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. 1,343,178 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
Multiple Strategy Portfolio Common Stock
sold during the Fiscal Year was $22,804,677.
<PAGE>
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. 2,576,016 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. 6,957,804 shares of common stock
of the Portfolio were sold during the
Fiscal Year.*
4. 4,381,788 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, and
since the Fund did not apply the
redemption or repurchase price of
any shares 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, 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 4,381,788 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
$9.83). $43,072,976
________
*The aggregate sale price of all shares of
High Yield Portfolio Common Stock sold
during the Fiscal Year was $62,994,131.
<PAGE>
reduced by
(ii) Actual aggregate redemption
price of 8,047,084 shares of
common stock of the Portfolio
redeemed during the Fiscal Year. $74,353,292
equals amount on which filing fee
is based. $ -0-
VIII. Natural Resources 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. 651,349 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. 3,685,749 shares of common stock
of the Portfolio were sold during
the Fiscal Year.*
4. 3,034,400 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, and since the Fund did
not apply the redemption or
repurchase price of any shares
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, no filing fee is required in
connection with the filing of this Notice.
This calculation is as follows:
_______________
*The aggregate sale price of all shares of
Natural Resources Portfolio Common
Stock sold during the Fiscal Year was
$28,285,313.
<PAGE>
(i) Maximum possible sale price
for the 3,034,400 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
$7.99). $24,244,856
reduced by
(ii) Actual aggregate redemption
price of 3,282,644 shares of
common stock of the Portfolio
redeemed during the Fiscal
Year. $24,913,503
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. 5,777,347 shares of common
stock of the Portfolio were
sold during the Fiscal Year.*
4. 5,777,347 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.
_______________
*The aggregate sale price of all shares
of Global Strategy Portfolio Common
Stock sold during the Fiscal Year was
$87,535,692. All such shares were sold
in reliance upon registration pursuant to
Rule 24f-2.
<PAGE>
5. In accordance with Paragraph (c) of
Rule 24f-2, the fee of $15,772.80 has
been wired. Such fee which relates to
the 5,777,347 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 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 5,777,347 shares of
common stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2. $87,535,692
reduced by
(ii) Actual aggregate redemption
price of 2,796,991 shares of
common stock of the Portfolio
redeemed during the Fiscal Year. $41,794,888
equals amount on which filing fee
is based. $45,740,804
Based on the above calculation,
$15,772.80 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.
<PAGE>
3. 796,517 shares of common stock of
the Portfolio were sold during the
Fiscal Year.*
4. 796,517 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 796,517 shares of
common stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2. $10,927,406
reduced by
(ii) Actual aggregate redemption
price of 1,418,737 shares of
common stock of the Portfolio
redeemed during the Fiscal Year. $19,288,798
equals amount on which filing fee
is based. $ -0-
_______________
*The aggregate sale price of all shares
of Balanced Portfolio Common Stock
sold during the Fiscal year was
$10,927,406. All of such shares were
sold in reliance upon registration
pursuant to Rule 24f-2.
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
[Roger & Wells Letterhead]
February 24, 1995
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 shares of
its ten classes of common stock (the
"Common Stock") 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, 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 1,681,253
shares of the Fund's Capital Stock Portfolio
Common Stock referred to in paragraph 4 of
Part IV of the Notice; (b) the 1,873,041
shares of the Fund's Growth Stock Portfolio
Common Stock referred to in paragraph 4 of
Part V of the Notice; (c) the 4,381,788
shares of the Fund's High Yield Portfolio
Common Stock referred to in paragraph 4 of
Part VII of the Notice; (d) the 3,034,400
shares of the Fund's Natural Resources
Portfolio Common Stock referred to in
paragraph 4 of Part VIII of the Notice;
(e) the 5,777,347 shares of the Fund's
Global Strategy Portfolio Common Stock
referred to in paragraph 4 of Part IX of the
Notice; and (f) the 796,517 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, 1994 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
cc: Michael J. Hennewinkel
