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
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, 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:
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:
70,304,759 shares $ 1,586,072,158
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
70,304,759 shares $ 1,586,072,158
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
13,552,042 shares $ 278,773,154
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): $ 1,586,072,158
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $278,773,154
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $767,637,938
(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): $1,097,207,374
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 332,487.08
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:
December 23, 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 December 23, 1996
December 20, 1996
Merrill Lynch Growth Fund
P.O. Box 9011
Princeton, New Jersey 08543-9011
Dear Sirs:
Merrill Lynch Growth Fund, a Massachusetts
business trust (the "Fund"), is filing with the Securities
and Exchange Commission a Rule 24f-2 Notice containing
the information specified in paragraph (b) (1) of Rule 24f-2
(the "Rule") under the Investment Company Act of 1940
(the "1940 Act"). The effect of the Rule 24f-2 Notice,
when accompanied by this opinion and by the filing fee,
if any, payable as prescribed by paragraph (c) of
the Rule, will be to make definite in number the number
of shares sold by the Fund during the fiscal year ended
October 31, 1996, in reliance upon the Rule
(the "Rule 24f-2 Shares").
We have acted as counsel to the Fund since
February, 1993. In this capacity we have participated
in various proceedings relating to the Fund and to the
Rule 24f-2 Shares. We have examined copies, either
certified or otherwise proven to our satisfaction to be
genuine, of the Fund's Declaration of Trust and By-Laws,
as currently in effect, and have received a certificate dated
December 19, 1996 from the Secretary of State
of the Commonwealth of Massachusetts, certifying the
existence and good standing of the Fund. We have also
reviewed the Fund's Registration Statement on Form N-1A
and 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 at the time of sale, and that the Rule
24f-2 Shares were sold for a consideration not less than
the net asset value thereof as required by the 1940 Act.
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 herein involves the laws of the
Commonwealth 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,
Shereff, Friedman, Hoffman &
Goodman, LLP
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