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 Growth Fund for Investment and Retirement
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 Growth Fund - Class A
Merrill Lynch Growth Fund - Class B
Merrill Lynch Growth Fund - Class C
Merrill Lynch Growth Fund - Class D
3. Investment Company Act File Number: 811-4934
Securities Act File Number: 33-10794
4. Last day of fiscal year for which this notice is filed:
October 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:
None
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during
the fiscal year:
72,254,597 shares $ 1,438,275,020
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
72,254,597 shares $ 1,438,275,020
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
1,644,903 shares $ 27,059,956
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): $ 1,438,275,020
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $27,059,956
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $464,875,949
(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),
less line (iii), plus line (iv)]
(if applicable): $1,000,459,027
(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)]: $ 344,985.87
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:
December 22, 1995
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/ Jerry Weiss
Jerry Weiss, Secretary
Date December 22, 1995
SHEREFF, FRIEDMAN, HOFFMAN
& GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
(212) 758-9500
December 19, 1995
Merrill Lynch Growth Fund for
Investment and Retirement
P.O. Box 9011
Princeton, New Jersey 08543-9011
Dear Sirs:
Merrill Lynch Growth Fund
for Investment and Retirement, a
Massachusetts business trust (the
"Fund"), is filing with the Securities
and Exchange Commission a Rule
24f-2 Notice (the "Rule 24f-2 Notice")
containing the information specified
in paragraph (b)(1) of Rule 24f-2
under the Investment Company Act of
1940, as amended (the "Rule"). 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 October
31, 1995 in reliance upon the Rule
(the "Rule 24f-2 Shares").
We have served as counsel to
the Fund since February 1993. We
have, as counsel, participated in
various proceedings relating to the
Fund and the Rule 24f-2 Shares. We
have examined a Certificate of Good
Standing issued by the Secretary of
State of the Commonwealth of
Massachusetts dated December 15,
1995 and copies, either certified or
otherwise proved to our satisfaction to
be genuine, of the Fund's Declaration
of Trust and By-laws, as currently in
effect, the minutes of meetings of its
Trustees and other documents relating
to its organization and operation. We
have also reviewed the form of the
Rule 24f-2 Notice being filed by the
Fund. We are generally familiar with
the business 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 and
effective under the Securities Act of
1933 at the time of each sale, and
that the Rule 24f-2 Shares were sold
for consideration 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 legally existing under the laws
of The Commonwealth of
Massachusetts.
2. The Fund is authorized to issue an
unlimited number of Shares.
3. The Rule 24f-2 Shares were legally
issued and are fully paid and
non-assessable. However, we note
that as set forth in the Fund's
Registration Statement, the Fund's
shareholders might, under certain
circumstances, be liable for
transactions effected by the Fund.
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
Commonwealth of Massachusetts, and to
the extent that any opinion expressed
herein involves the law of Massachusetts,
such opinion should be understood to be
based solely upon our review of the
documents referred to above, the
published statutes of the Commonwealth
of Massachusetts and, where applicable,
published cases, rules or regulations of
regulatory bodies of that Commonwealth.
Very truly yours,
/s/ Shereff, Friedman, Hoffman &
Goodman, LLP
Shereff, Friedman, Hoffman &
Goodman,LLP
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