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 Balanced Fund for Investment and Retirement, 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:
Merrill Lynch Balanced Fund for Investment and Retirement, Inc. - Class A
Merrill Lynch Balanced Fund for Investment and Retirement, Inc. - Class B
Merrill Lynch Balanced Fund for Investment and Retirement, Inc. - Class C
Merrill Lynch Balanced Fund for Investment and Retirement, Inc. - Class D
3. Investment Company Act File Number: 811-4035
Securities Act File Number: 2-91329
4. Last day of fiscal year for which this notice is filed:
March 4, 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:
243,978,742 shares
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
0 shares
9. Number and aggregate sale price of securities sold during
the fiscal year:
1,350,348 shares $15,745,970
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
0 shares $ 0
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
4,747,945 shares $40,050,659
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): $ 0
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $40,050,659
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $93,407,487
(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
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).
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
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 April 17, 1996
April 16, 1996
Merrill Lynch Balanced Fund
for Investment and Retirement, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08538
Ladies and Gentlemen:
Merrill Lynch Balanced Fund
for Investment and Retirement, Inc.,
(the "Fund"), a Maryland corporation,
is filing with the Securities and Exchange
Commission a Rule 24f-2 Notice (the
"Rule 24f-2 Notice") containing the
information required by paragraph
(b)(1) of Rule 24f-2 under the Investment
Company Act of 1940, as amended
(the "Rule"). In its Registration Statement
on Form N-1A, the Fund filed the declaration
authorized by paragraph (a)(1) of the Rule
to the effect that an indefinite number of
shares of common stock of the Fund, par
value $.01 per share (the "Shares"), was
being registered by such Registration
Statement. The effect of the Rule 24f-2
Notice, when accompanied by the filing fee,
if any, payable as prescribed by paragraph
(c) of the Rule and by this opinion, will be to
make definite in number the number of
Shares sold by the Fund during the fiscal
year ended March 4, 1996 in reliance upon
the Rule (the "Rule 24f-2 Shares"). We have
been advised that pursuant to the
consummation of the reorganization of the
Fund on March 4, 1996, the Fund ceased
operations as of such date, and therefore
such date was the last day of the Funds
most recent fiscal year.
We have, as counsel, participated in
various corporate and other proceedings
relating to the Fund and the Rule 24f-2
Shares. We have examined a Certificate of
Good Standing dated April 16, 1996 issued
by the Department of Assessments and
Taxation of the State of Maryland and copies,
either certified or otherwise proved to our
satisfaction to be genuine, of the Fund's
Articles of Incorporation and By-laws, as
currently in effect, the minutes of meetings
of its Directors and other documents relating
to its organization and operation. We have
also reviewed the Rule 24f-2 Notice on Form
24F-2 being filed by the Fund. We are
generally familiar with the corporate affairs
of the Fund.
The Fund has advised us that the
Rule 24f-2 Shares were sold in the manner
contemplated by the prospectus of the Fund
current at the time of each sale, and that the
Rule 24f-2 Shares were sold for a
consideration not less than the par value
thereof and not less than the net asset value
thereof as required by the Investment
Company Act of 1940, as amended.
Based upon the foregoing, it is our
opinion that:
1. The Fund has been duly organized
and is validly existing under the laws
of the State of Maryland.
2. The Fund is authorized to issue
2,000,000,000 Shares.
3. The Rule 24f-2 Shares were legally
issued and are fully paid and
non-assessable.
We hereby consent to the filing of
this opinion with the Securities and
Exchange Commission together with the
Rule 24f-2 Notice of the Fund, and to the
filing of this opinion under the securities
laws of any state.
We are members of the Bar
of the State of New York and do not hold
ourselves out as being conversant with
the laws of any jurisdiction other than
those of the United States of America and
the State of New York. We note that we
are not licensed to practice law in the
State of Maryland, and to the extent that
any opinion expressed herein involves the
law of Maryland, such opinion should be
understood to be based solely upon our
review of the documents referred to above,
the published statutes of that State and,
where applicable, published cases, rules or
regulations of regulatory bodies of that State.
Very truly yours,
Shereff, Friedman, Hoffman & Goodman, LLP
SFH&G:JHG:LAR:SSD:PSF
