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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: THE MERGER FUND
100 SUMMIT LAKE DRIVE
VALHALLA, NY 10595
2. Name of each series or class of funds for which this notice is filed:
NOT APPLICABLE
3. Investment Company Act File Number: 811-3445
Securities Act File Number: 2-76969
4. Last day of fiscal year for which this notice is filed:
NOVEMBER 30, 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 (see Instruction A.6):
NOT 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:
0
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
0
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9. Number and aggregate sale price of securities sold during the fiscal
year:
NUMBER: 12,380,985
AMOUNT: $172,107,461
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
NUMBER: 12,380,985
AMOUNT: $172,107,461
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: 617,682
AMOUNT: $8,066,925
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):
$172,107,461
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+8,066,925
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(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
-$125,534,792
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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):
+ 0
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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):
$54,639,594
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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):
x1/5000
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$10,927.92
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Instruction: Issuers should complete lines (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.
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:
JANUARY 8, 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 (Signature and Title) * /s/ William H. Bohnett
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William H. Bohnett
Assistant Secretary
Date January 8, 1996
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* Please print the name and title of the signing officer below the
signature.
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EXHIBIT INDEX
Exhibit 5 - Opinion of Fulbright & Jaworski
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[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
January 5, 1996
The Merger Fund
100 Summit Lake Drive
Valhalla, New York 10595
Dear Sirs:
We refer to the filing by The Merger Fund, a Massachusetts business
trust (the "Fund"), of a "Rule 24f-2 Notice" pursuant to Rule 24f-2 promulgated
under the Investment Company Act of 1940, in which the Fund reported sales
during the fiscal year ended November 30, 1995 of 54,639,594 shares of
beneficial interest of the Fund (the "Shares").
We, as counsel to the Fund, have examined such documents and reviewed
such questions of law as we deemed necessary for the purposes of this opinion.
As to various questions of fact material to this opinion, we have relied upon a
certificate provided by the Secretary of the Fund. On the basis of such
examination and review, we advise you that, in our opinion, the Shares have
been legally issued and are fully paid and nonassessable.
We consent to the filing of this Opinion together with the Rule 24f-2
Notice referred to above. This consent is not to be construed as an admission
that we are a person whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
