January 25, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH GLOBAL UTILITY FUND, INC.
File No. 33-37103
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Global Utility Fund, Inc. (the "Fund")
hereby files its Rule 24f-2 Notice (the "Notice").
1. The Notice is being filed for the fiscal year
of the Fund ended November 30, 1993
(the "Fiscal Year").
2. No shares of common stock of the Fund
which had been registered under the
Securities Act of 1933 (the "Securities Act")
other than pursuant to Rule 24f-2 remained
unsold at the beginning of the Fiscal Year.
3. No shares of common stock were registered
under the Securities Act during the Fiscal
Year other than pursuant to Rule 24f-2.
4. 35,051,569 shares of common stock were sold
during the Fiscal Year.*
5. 35,051,569 shares of common stock were sold
during the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2.
Transmitted with the Notice is an opinion
of Shereff, Friedman, Hoffman & Goodman
counsel for the Fund, indicating that the
securities the registration of which this
Notice makes definite in number were
legally issued, fully paid for an non-assessable.
_______________
*Of this amount, 4,349,217 Class A shares were
sold at an aggregate price of $58,507,815 and
30,702,352 Class B shares were sold at an
aggregate price of $399,813,619. The aggregate
sale price for all shares sold during the Fiscal
Year was $458,321,434. See paragraph 6 for the
calculation of the aggregate sale price of shares
sold in reliance upon Rule 24f-2.
<PAGE>
6. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $137,349.60 has been wired.
Such fee which relates to the 35,051,569
shares of common stock referred to
in Paragraph 5 is based upon the aggregate
sale price for which such securities were
sold during the Fiscal Year, reduced by
the actual aggregate redemption or
repurchase price of shares of common
stock redeemed or repurchased during
the Fiscal Year. The Fund did not apply
the redemption or repurchase price of any
shares of common stock redeemed or
repurchased during the Fiscal Year
pursuant to Rule 24e-2(a) in filings
made pursuant to Section 24(e)(1) of
the Investment Company Act of 1940. The
calculation of the amount on which the filing
fee is based as follows:
(i) Actual aggregate sale price for the
35,051,569 shares of common stock
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$458,321,434
reduced by
(ii) Actual aggregate redemption price
for the 4,714,523 shares of common
stock redeemed during the
Fiscal Year.*
$ 60,010,377
equals amount on which filing fee is based
$398,311,057
Based upon the above calculation, $137,349.60 is
payable with respect to the registration of
35,051,569 shares of common stock of the Fund.
Please direct any questions relating to this
filing to Patrick D. Sweeney at Merrill Lynch
Asset Management, P.O. Box 9011, Princeton, N.J.
08543-9011, (609) 282-2023, or to Joel H.
Goldberg, Esq. at Shereff, Friedman, Hoffman &
Goodman, 919 Third Avenue, New York, New York
10022 (212) 891-9407.
Very truly yours,
MERRILL LYNCH GLOBAL UTILITY FUND, INC.
By /s/ Patrick D. Sweeney
- - - - - - - - - - - - -
Patrick D. Sweeney
Secretary
_______________
*Of this amount, 905,090 were Class A shares which
were redeemed at an aggregate price of $11,584,655
and 3,809,433 were Class B shares which were
redeemed at an aggregate price of $48,425,722.
Merrill Lynch Global Utility Fund, Inc.
January 21, 1994
Page
Shereff, Friedman, Hoffman & Goodman
919 Third Avenue
New York, NY 10022
(212) 758-9500
January 21, 1994
Merrill Lynch Global Utility Fund, Inc.
P.O. Box 9011
Princeton, New Jersey 08543-9011
Dear Sirs:
Merrill Lynch Global Utility Fund, Inc., a Maryland
corporation (the "Corporation"), 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 under
the Investment Company Act of 1940 (the "Rule").
The effect of the Rule 24f-2 Notice, when accompanied
by this Opinion and by the filing fee, payable
as prescribed by paragraph (c) of the Rule
will be to make definite in number the number
of shares sold by the Corporation during its
fiscal year ended November 30, 1993 in
reliance upon the Rule (the "Rule 24f-2 Shares").
We have served as counsel to the Corporation
since its inception and have participated in
various corporate and other proceedings
relating to the Corporation and to the Rule 24f-2
Shares. We have examined copies, either
certified or otherwise proven to our satisfaction
to be genuine, of its Charter and By-laws,
as currently in effect, and have received oral
confirmationfrom the Department of Assessments
and Taxation of the State of Maryland certifying
the existence and good standing of the Corporation.
We have also reviewed the form of the Rule 24f-2
Notice being filed by the Corporation.
The Corporation has advised us that the Rule 24f-2
Shares were sold in the manner contemplated by
the prospectus of the Corporation current and
effective under the Securities Act of 1933 at the
time of sale, that the Rule 24f-2 Shares were sold in
numbers within the limits prescribed by the
Charter of the Corporation, and that the Corporation
received with respect to the Rule 24f-2 Shares
consideration in an amount of not less than
the par value thereof as required by the laws
of Maryland and not less than the net asset
value thereof as required by the Investment
Company Act of 1940.
Based upon the foregoing, it is our opinion
that the Rule 24f-2 Shares were legally issued and
are fully paid and non-assessable.
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
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
the State of Maryland, and where applicable,
published cases, rules or regulations or
regulatory bodies of that State. We hereby
consent to the filing of this Opinion with the
Securities and Exchange Commission togethe
with the Rule 24f-2 Notice of the Corporation,
and to the filing of this Opinion under the
securities laws of any state.
Very truly yours,
/s/ Shereff, Friedman, Hoffman &
Goodman
Shereff, Friedman, Hoffman &
Goodman
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