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 Variable 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:
Domestic Money Market Fund
Reserve Assets Fund
Prime Bond Fund
High Current Income Fund
Quality Equity Fund
Equity Growth Fund
Flexible Strategy Fund
Natural Resources Focus Fund
American Balanced Fund
Global Strategy Focus Fund
Basic Value Focus Fund
World Income Focus Fund
Global utility Focus Fund
International Equity Focus Fund
Developing Capital Markets Focus Fund
International Bond Fund
Intermediate Government Bond Fund
3. Investment Company Act File Number: 811-3290
Securities Act File Number: 2-74452
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
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:
Domestic Money Market Fund 0 shares
Reserve Assets Fund 0 shares
Prime Bond Fund 0 shares
High Current Income Fund 0 shares
Quality Equity Fund 0 shares
Equity Growth Fund 0 shares
Flexible Strategy Fund 0 shares
Natural Resources Focus Fund 0 shares
American Balanced Fund 0 shares
Global Strategy Focus Fund 0 shares
Basic Value Focus Fund 0 shares
World Income Focus Fund 0 shares
Global Utility Focus Fund 0 shares
International Equity Focus Fund 0 shares
Developing Capital Markets Focus Fund 0 shares
International Bond Fund 0 shares
Intermediate Government Bond Fund 0 shares
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
Domestic Money Market Fund 0 shares
Reserve Assets Fund 0 shares
Prime Bond Fund 0 shares
High Current Income Fund 0 shares
Quality Equity Fund 0 shares
Equity Growth Fund 0 shares
Flexible Strategy Fund 0 shares
Natural Resources Focus Fund 0 shares
American Balanced Fund 0 shares
Global Strategy Focus Fund 0 shares
Basic Value Focus Fund 0 shares
World Income Focus Fund 0 shares
Global utility Focus Fund 0 shares
International Equity Focus Fund 0 shares
Developing Capital Markets Focus Fund 0 shares
International Bond Fund 0 shares
Intermediate Government Bond Fund 0 shares
9. Number and aggregate sale price of securities sold during
the fiscal year:
Domestic Money Market Fund 111,267,159 shares $111,267,159
Reserve Assets Fund 6,811,139 shares $ 6,811,139
Prime Bond Fund 3,880,829 shares $ 45,621,465
High Current Income Fund 5,980,682 shares $ 65,910,048
Quality Equity Fund 2,793,165 shares $ 82,433,320
Equity Growth Fund 3,628,361 shares $ 86,301,010
Flexible Strategy Fund 1,290,613 shares $ 19,615,145
Natural Resources Focus Fund 474,971 shares $ 5,198,077
American Balanced Fund 2,201,026 shares $ 30,814,364
Global Strategy Focus Fund 2,383,467 shares $ 28,913,701
Basic Value Focus Fund 7,762,209 shares $ 98,591,635
World Income Focus Fund 481,318 shares $ 4,592,255
Global utility Focus Fund 782,432 shares $ 7,896,815
International Equity Focus Fund 2,540,187 shares $ 26,767,717
Developing Capital Markets Focus Fund 2,555,725 shares $ 23,265,598
International Bond Fund 937,367 shares $ 9,691,745
Intermediate Government Bond Fund 2,173,331 shares $ 22,410,622
Total 157,943,981 shares $676,101,815
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
Domestic Money Market Fund 111,267,159 shares $111,267,159
Reserve Assets Fund 6,811,139 shares $ 6,811,139
Prime Bond Fund 3,880,829 shares $ 45,621,465
High Current Income Fund 5,980,682 shares $ 65,910,048
Quality Equity Fund 2,793,165 shares $ 82,433,320
Equity Growth Fund 3,628,361 shares $ 86,301,010
Flexible Strategy Fund 1,290,613 shares $ 19,615,145
Natural Resources Focus Fund 474,971 shares $ 5,198,077
American Balanced Fund 2,201,026 shares $ 30,814,364
Global Strategy Focus Fund 2,383,467 shares $ 28,913,701
Basic Value Focus Fund 7,762,209 shares $ 98,591,635
World Income Focus Fund 481,318 shares $ 4,592,255
Global utility Focus Fund 782,432 shares $ 7,896,815
International Equity Focus Fund 2,540,187 shares $ 26,767,717
Developing Capital Markets Focus Fund 2,555,725 shares $ 23,265,598
International Bond Fund 937,367 shares $ 9,691,745
Intermediate Government Bond Fund 2,173,331 shares $ 22,410,622
Total 157,943,981 shares $676,101,815
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
Domestic Money Market Fund 17,571,280 shares $ 17,571,280
Reserve Assets Fund 1,582,801 shares $ 1,582,801
Prime Bond Fund 2,612,921 shares $ 30,585,478
High Current Income Fund 2,792,967 shares $ 30,645,264
Quality Equity Fund 651,881 shares $ 18,002,604
Equity Growth Fund 41,296 shares $ 889,063
Flexible Strategy Fund 896,275 shares $ 13,101,282
Natural Resources Focus Fund 63,806 shares $ 835,170
American Balanced Fund 529,259 shares $ 7,173,644
Global Strategy Focus Fund 1,452,481 shares $ 17,112,643
Basic Value Focus Fund 1,538,264 shares $ 10,403,524
World Income Focus Fund 727,949 shares $ 6,851,555
Global Utility Focus Fund 517,492 shares $ 5,144,108
International Equity Focus Fund 898,135 shares $ 9,331,626
Developing Capital Markets Focus Fund 36,009 shares $ 332,002
International Bond Fund 77,732 shares $ 795,218
Intermediate Government Bond Fund 161,544 shares $ 1,670,786
Total 32,152,092 shares $172,028,048
12. Calculation of registration fee:
A) Domestic Money Market Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $111,267,159
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 17,571,280
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $188,460,308
(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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $0
B) Reserve Assets Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 6,811,139
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 1,582,801
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 15,081,975
(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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $0
C) Prime Bond Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 45,621,465
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 30,585,478
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 27,181,488
(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), $ 49,025,455
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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $16,905.33
D) High Current Income Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 65,910,048
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 30,645,264
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 13,092,078
(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), $ 83,463,234
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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $28,780.43
E) Quality Equity Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 82,433,320
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 18,002,604
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 15,180,783
(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), $ 85,255,141
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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $29,398.32
F) Equity Growth Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 86,301,010
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 889,063
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 8,536,475
(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), $ 78,653,598
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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 27,121.93
G) Flexible Strategy Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 19,615,145
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 13,101,282
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 21,921,049
(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), $ 10,795,378
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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 3,722.54
H) Natural Resources Focus Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 5,198,077
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 835,170
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 6,852,669
(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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0
I) American Balanced Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 30,814,364
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 7,173,644
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 12,151,661
(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), $ 25,836,347
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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 8,909.09
J) Global Strategy Focus Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 28,913,701
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 17,112,643
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 56,008,034
(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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0
K) Basic Value Focus Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 98,591,635
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 10,403,524
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 8,076,571
(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), $ 100,918,588
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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 34,799.51
L) World Income Focus Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 4,592,255
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 6,851,555
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 9,863,555
(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), $ 1,580,255
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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 544.92
M) Global Utility Focus Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 7,896,815
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 5,144,108
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 15,567,315
(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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0
N) International Equity Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 26,767,717
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 9,331,626
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 21,945,941
(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), $ 14,153,402
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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 4,880.48
O) Developing Capital Markets Focus Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 23,265,598
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 332,002
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 4,592,826
(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), $ 19,004,774
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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 6,553.37
P) International Bond Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 9,691,745
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 795,218
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 3,269,924
(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), $ 7,217,039
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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 2,488.63
Q) Intermediate Government Bond Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 22,410,622
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 1,670,786
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 3,238,873
(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), $ 20,842,535
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 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 7,187.08
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 26, 1996
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 26, 1996
February 20, 1996
Merrill Lynch Variable
Series Funds, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Gentlemen:
We have acted as counsel
to Merrill Lynch Variable Series
Funds, Inc. (the "Fund") in connection
with the sale of its seventeen
classes of shares 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 documents as we deemed
appropriate.
Based on the foregoing, we are
of the opinion that when (a) the 6,811,139
shares of the Fund's Reserve Assets Fund
Common Stock referred to in paragraph
10 of the Notice; (b) the 3,880,829 shares
of the Fund's Prime Bond Fund Common
Stock referred to in paragraph 10 of the
Notice; (c) the 5,980,682 shares of the
Fund's High Current Income Fund
Common Stock referred to in paragraph
10 of the Notice; (d) the 3,628,361 shares
of the Fund's Equity Growth Fund Common
Stock referred to in paragraph 10 of the
Notice; (e) the 2,793,165 shares of the
Fund's Quality Equity Fund Common Stock
referred to in paragraph 10 of the Notice;
(f) the 474,971 shares of the Fund's Natural
Resources Focus Fund Common Stock
referred to in paragraph 10 of the Notice;
(g) the 1,290,613 shares of the Fund's
Flexible Strategy Fund Common Stock
referred to in paragraph 10 of the Notice;
(h) the 2,201,026 shares of the Fund's
American Balanced Fund Common Stock
referred to in paragraph 10 of the Notice;
(i) the 111,267,159 shares of the Fund's
Domestic Money Market Fund Common
Stock referred to in paragraph 10 of the
Notice; (j) the 2,383,467 shares of the
Fund's Global Strategy Focus Fund
Common Stock referred to in paragraph
10 of the Notice; (k) the 481,318 shares
of the Fund's World Income Focus
Fund Common Stock referred to in
paragraph 10 of the Notice; (l) the 782,432
shares of the Fund's Global Utility Focus
Fund Common Stock referred to in
paragraph 10 of the Notice; (m) the
7,762,209 shares of the Fund's Basic
Value Focus Fund Common Stock
referred to in paragraph 10 of the
Notice; (n) the 2,540,187 shares of the
Fund's International Equity Focus Fund
Common Stock referred to in paragraph
10 of the Notice; (o) the 937,367 shares
of the Fund's International Bond Fund
Common Stock referred to in paragraph
10 of the Notice; (p) the 2,173,331
shares of the Fund's Intermediate
Government Bond Fund Common Stock
referred to in paragraph 10 of the Notice
and (q) the 2,555,725 shares of the Fund's
Developing Capital Markets Focus Fund
Common Stock referred to in paragraph
10 of the Notice were sold during the fiscal
year ended December 31, 1995 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), (j), (k), (l), (m), (n),
(o), (p) and (q) were legally issued, fully
paid and non-assessable.
Very truly yours,
/s/ Rogers & Wells
