U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of Issuer:
Merrill Lynch Series Fund, Inc.
P.O. Box 9011
Princeton, N.J. 08543-9011
2. Name of each series or class of funds for which this notice
is filed:
Money Reserve Portfolio
Intermediate Government Bond Portfolio
Long Term Corporate Bond Portfolio
High Yield Portfolio
Capital Stock Portfolio
Growth Stock Portfolio
Multiple Strategy Portfolio
Natural Resources Portfolio
Global Strategy Portfolio
Balanced Portfolio
3. Investment Company Act File Number:
Securities Act File Number: 2-69062
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 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable :
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:
Money Reserve Portfolio 0 shares
Intermediate Government Bond Portfolio 989,491 shares
Long Term Corporate Bond Portfolio 1,515,866 shares
High Yield Portfolio 0 shares
Capital Stock Portfolio 0 shares
Growth Stock Portfolio 0 shares
Multiple Strategy Portfolio 82,514,609 shares
Natural Resources Portfolio 0 shares
Global Strategy Portfolio 0 shares
Balanced Portfolio 0 shares
Total: 85,019,966 shares
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
Money Reserve Portfolio 16,528,480 shares
Intermediate Government Bond Portfolio 221,115 shares
Long Term Corporate Bond Portfolio 34,501 shares
High Yield Portfolio 0 shares
Capital Stock Portfolio 0 shares
Growth Stock Portfolio 0 shares
Multiple Strategy Portfolio 0 shares
Natural Resources Portfolio 318,705 shares
Global Strategy Portfolio 1,427,329 shares
Balanced Portfolio 0 shares
Total: 18,530,130 shares
9. Number and aggregate sale price of securities sold during
the fiscal year:
Money Reserve Portfolio 196,701,637 shares $ 196,701,637
Intermediate Government Bond Portfolio 1,107,678 shares $ 12,231,009
Long Term Corporate Bond Portfolio 801,725 shares $ 9,239,683
High Yield Portfolio 6,533,467 shares $ 58,786,187
Capital Stock Portfolio 1,760,273 shares $ 37,721,110
Growth Stock Portfolio 4,026,810 shares $ 102,339,591
Multiple Strategy Portfolio 604,939 shares $ 9,547,441
Natural Resources Portfolio 1,934,193 shares $ 16,931,833
Global Strategy Portfolio 1,834,916 shares $ 28,028,627
Balanced Portfolio 831,685 shares $ 12,144,003
Total: 216,137,323 shares $ 483,671,121
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
Money Reserve Portfolio 180,173,157 shares $180,173,157
Intermediate Government Bond Portfolio 0 shares $ 0
Long Term Corporate Bond Portfolio 0 shares $ 0
High Yield Portfolio 6,533,467 shares $ 58,786,187
Capital Stock Portfolio 1,760,273 shares $ 37,721,110
Growth Stock Portfolio 4,026,810 shares $ 102,339,591
Multiple Strategy Portfolio 0 shares $ 0
Natural Resources Portfolio 1,615,488 shares $ 13,967,876
Global Strategy Portfolio 407,587 shares $ 3,878,220
Balanced Portfolio 831,685 shares $ 12,144,003
Total 195,348,467 shares $ 409,010,144
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
Money Reserve Portfolio 29,159,633 shares $ 29,159,633
Intermediate Government Bond Portfolio 1,428,977 shares $ 15,606,904
Long Term Corporate Bond Portfolio 719,303 shares $ 8,263,502
High Yield Portfolio 1,207,222 shares $ 10,832,795
Capital Stock Portfolio 2,087,885 shares $ 42,399,185
Growth Stock Portfolio 272,693 shares $ 6,464,456
Multiple Strategy Portfolio 10,145,152 shares $ 155,352,829
Natural Resources Portfolio 52,331 shares $ 441,716
Global Strategy Portfolio 457,483 shares $ 6,770,744
Balanced Portfolio 402,709 shares $ 5,734,235
Total 45,933,388 shares $ 281,025,999
12. Calculation of registration fee:
A) Money Reserve Portfolio
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 180,173,157
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 29,159,633
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 236,339,489
(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 upon
rule 24f-2 [line (i), plus line (ii), $ 0
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0
B) Intermediate Government Bond Portfolio
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 0
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 15,606,904
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $35,028,398
(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 upon
rule 24f-2 [line (i), plus line (ii), $ 0
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0
C) Long Term Corporate Bond Portfolio
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 0
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 8,263,502
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 19,354,948
(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 upon
rule 24f-2 [line (i), plus line (ii), $ 0
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0
D) High Yield Portfolio
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 58,786,187
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 10,832,795
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $55,669,091
(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 upon
rule 24f-2 [line (i), plus line (ii), $ 13,949,891
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 4,227.24
E) Capital Stock Portfolio
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 37,721,110
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 42,399,185
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 42,391,164
(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 upon
rule 24f-2 [line (i), plus line (ii), $ 37,729,131
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 11,433.07
F) Growth Stock Portfolio
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 102,339,591
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 6,464,456
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 83,732,687
(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 upon
rule 24f-2 [line (i), plus line (ii), $ 25,071,360
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 7,597.38
G) Multiple Strategy Portfolio
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 0
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 155,352,829
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 125,360,857
(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 upon
rule 24f-2 [line (i), plus line (ii), $ 29,991,972
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 9,088.48
H) Natural Resources Portfolio
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 13,967,876
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 441,716
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 16,061,357
(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 upon
rule 24f-2 [line (i), plus line (ii), $ 0
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0
I) Global Strategy Portfolio
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 3,878,220
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 6,770,744
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 37,046,598
(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 upon
rule 24f-2 [line (i), plus line (ii), $ 0
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0
J) Balanced Portfolio
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 12,144,003
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 5,734,235
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 19,465,512
(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 upon
rule 24f-2 [line (i), plus line (ii), $ 0
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0
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).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
February 20, 1997
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
/s/Jaclyn Scheck
Jaclyn Scheck, Assistant Secretary
Date February 20, 1997
[Letterhead of Rogers & Wells]
February 20, 1997
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 Fund's 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 209,332,790 shares of the Fund's Money Reserve
Portfolio referred to in paragraphs 10 and 11 of the Notice; (b)
the 1,428,977 shares of the Fund's Intermediate Government Bond
Portfolio referred to in paragraph 11 of the Notice; (c) the
719,303 shares of the Fund's Long Term Corporate Bond Portfolio
Common Stock referred to in paragraph 11 of the Notice; (d) the
7,740,689 shares of the Fund's High Yield Portfolio Common Stock
referred to in paragraphs 10 and 11 of the Notice; (e) the
3,848,158 shares of the Fund's Capital Stock Portfolio Common
Stock referred to in paragraphs 10 and 11 of the Notice; (f) the
4,299,503 shares of the Fund's Growth Stock Portfolio Common
Stock referred to in paragraphs 10 and 11 of the Notice; (g) the
10,145,152 shares of the Fund's Multiple Strategy Portfolio
referred to in paragraph 11 of the Notice; (h) the 1,667,819
shares of the Fund's Natural Resources Portfolio Common Stock
referred to in paragraphs 10 and 11 of the Notice; (i) the
865,070 shares of the Fund's Global Strategy Portfolio Common
Stock referred to in paragraphs 10 and 11 of the Notice; and (j)
the 1,234,394 shares of the Fund's Balanced Portfolio Common
Stock referred to in paragraphs 10 and 11 of the Notice were sold
during the fiscal year ended December 31, 1996 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), (f), (g), (h), (i) and (j) were
legally issued, fully paid and non-assessable.
Very truly yours,
/s/ Rogers & Wells
cc: Ira Shapiro, Esq.
