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, 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 (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
9. Number and aggregate sale price of securities sold during
the fiscal year:
NUMBER: 28,042,908
AMOUNT: $412,955,551
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
NUMBER: 28,042,908
AMOUNT: $412,955,551
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: 901,799
AMOUNT: $12,721,008
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):
$412,955,551
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item
11, if applicable):
+ 12,721,008
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable):
- 202,305,677
(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 on
rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)] (if applicable):
$223,370,882
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6):
x1/3300
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
$67,688
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 16, 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 (Signature and Title) * /s/ William H. Bohnett
William H. Bohnett
Assistant Secretary
Date January 23, 1997
*Please print the name and title of the signing officer
below the signature.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103-3198
January 23, 1997
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, 1996 of 28,944,707 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.
