MERRILL LYNCH UTILITY INCOME FUND INC
N-30D, 1994-04-18
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MERRILL
LYNCH
UTILITY
INCOME
FUND, INC.

Semi-Annual Report    February 28, 1994

This report is not authorized for use as an offer of sale or
a solicitation of an offer to buy shares of the Fund unless
accompanied or preceded by the Fund's current prospectus.
Past performance results shown in this report should not be
considered a representation of future performance. Investment
return and principal value of shares will fluctuate so that
shares, when redeemed, may be worth more or less than their
original cost.

Merrill Lynch
Utility Income Fund, Inc.
Box 9011
Princeton, NJ
08543-9011

MERRILL LYNCH UTILITY INCOME FUND, INC.

DEAR SHAREHOLDER

We are pleased to provide you with this first semi-annual report
for Merrill Lynch Utility Income Fund, Inc. In this and future
reports to shareholders, we will discuss our outlook and highlight
our investment activities during the period under review.

The Environment
Inflationary expectations changed sharply during the February
quarter. Following better-than-expected economic results, Federal
Reserve Board Chairman Alan Greenspan indicated in Congressional
testimony in January that continued strong expansion of the 
economy would lead the central bank to tighten monetary policy
in an effort to control inflation. On February 4, 1994, the cen-
tral bank broke with tradition and publicly announced a modest
increase in short-term interest rates.

Rather than view the Federal Reserve Board's action as a preemptive
strike against inflation, fixed-income investors focused on Chairman
Greenspan's implicit promise of further tightening should the rate
of inflation accelerate, and bond prices declined sharply. The set-
back in the bond market was also reflected in greater stock market
volatility.
<PAGE>
In the weeks ahead, investors will continue to gauge the pace of the
economic expansion and watch for signs of an overheating economy that
could prompt successive Federal Reserve Board actions to raise short-
term interest rates. At this time, there is little evidence that the
rate of inflation will increase rapidly. Job growth is sluggish, and
new claims for unemployment insurance have trended higher since the
beginning of the year. Commodity prices have risen somewhat, but in
many cases these increases are occurring from very depressed levels.
Therefore, although the secular long-term trend toward lower interest
rates may be over, it is not yet certain whether the pace of economic
activity will accelerate to the point where extensive Federal Reserve
Board tightening will be necessary to contain inflation.

Portfolio Matters
Merrill Lynch Utility Income Fund, Inc. commenced operations on
October 29, 1993, with an objective to seek high current income by
investing in a diversified portfolio of utility equity and debt
securities. US electric utility stocks appeared to have reached record
price peaks for the cycle in September, which also may have marked
interest rate lows. Credit market conditions have witnessed the
first Federal Reserve Board tightening in five years and a signifi-
cant backup in interest rates, which have deeply impacted all
interest rate-sensitive sectors of the stock market, particularly
the utility sector. The Fund became fully invested quickly to capture
as much dividend and interest income as reasonably possible, given
its high current income investment objective and monthly dividend
payout. Another driving force pushing the Fund toward full investment
has been the average yield available on utility investments, which
has been more than double the yield available on short-term invest-
ments.

Since electric utility stocks currently yield an average of 6.6%,
significantly above the yields available on either natural gas 
(3.2%) or telecommunications stocks (5%), electrics were the natural
choice for the Fund's initial investments. Accordingly, we establish-
ed equity positions in 28 electric utilities. While these stocks have
a primary bias toward higher dividend yields, they also include a
few with slightly lower yields to achieve better geographic and
competitive diversity. As of February 28, 1994, these 28 companies
constituted 72.7% of net assets. We also sought to diversify across
utility sectors through investment-grade fixed-income positions in
telecommunications, natural gas and cable television, which con-
stitute the remaining investments at quarter-end, exclusive of a
1.2% position in short-term cash equivalents.

The Fund's high current income objective will continue to guide our
investment decisions as we seek to provide investors with the level
of income associated with utility investments. Therefore, as long
as short-term interest rates are significantly below the yields
available from both utility common stocks and bonds, we anticipate
that short-term investments will be kept at a minimum. At the same
time, the Fund will provide a level of diversification greater than
that obtainable by most individual investors on their own.

In Conclusion
While the recent decline in utility stock prices caused by higher
interest rates has been abrupt, we believe that the current spread
between the average yield on utility stocks and the interest rate
on long-term US Government bonds favors utility stocks, which also
have historically performed as defensive investments in overall
stock market corrections. There is no guarantee, however, that
utility stocks will continue to perform as defensive investments
in overall stock market corrections.
<PAGE>
We thank you for your investment in Merrill Lynch Utility Income
Fund, Inc., and we look forward to serving your financial needs
in the years ahead.

Sincerely,


(Arthur Zeikel)
Arthur Zeikel
President


(Walter D. Rogers)
Walter D. Rogers
Vice President and Portfolio Manager

March 30, 1994

<TABLE>
PERFORMANCE DATA
<CAPTION>
None of the past results shown should be considered a representation of future performance. Investment return
and principal value of Class A and Class B Shares will fluctuate so that shares, when redeemed, may be worth
more or less than their original cost.

Recent Performance Results*

                                                                                             Since Inception    3 Month
                                                         2/28/94     11/30/93     10/29/93**   % Change        % Change
<S>                                                       <C>         <C>           <C>         <C>             <C>
ML Utility Income Fund Class A Shares                     $9.20       $9.77         $10.00      -8.00%          -5.83%
ML Utility Income Fund Class B Shares                      9.19        9.76          10.00      -8.10           -5.84
ML Utility Income Fund Class A Shares--Total Return                                             -7.04(1)        -4.85(1)
ML Utility Income Fund Class B Shares--Total Return                                             -7.32(2)        -5.04(2)

<FN>
*Investment results shown for the 3-month and since inception periods are before the deduction of any sales charges.
**Commencement of Operations.
(1) Percent change includes reinvestment of $0.101 per share ordinary income dividends.
(2) Percent change includes reinvestment of $0.083 per share ordinary income dividends.
</TABLE>
<PAGE>
Aggregate Total Return

                                   % Return Without        % Return With
                                      Sales Charge          Sales Charge**

Class A Shares*

Inception (10/29/93)
through 12/31/93                        -1.46%                 -7.87%

[FN]
*Maximum sales charge is 6.5%.
**Assuming maximum sales charge.

                                       % Return              % Return
                                     Without CDSC           With CDSC**

Class B Shares*

Inception (10/29/93)
through 12/31/93                        -1.63%                 -5.63%

[FN]
*Maximum contingent deferred sales charge is 4% and is reduced to
0% after 4 years.
**Assuming payment of applicable contingent deferred sales charge.
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS
<CAPTION>
                                                                                                          Value      Percent of
Industries         Shares Held        Stocks                                               Cost         (Note 1a)    Net Assets
<S>                     <C>           <S>                                            <C>            <C>                 <C>

Utilities--Electric     40,090        American Electric Power Company, Inc.          $  1,519,871   $  1,354,813          4.5%
                        16,000        Baltimore Gas & Electric Co.                        396,848        372,000          1.2
                        12,000        Boston Edison Co.                                   336,932        324,000          1.1
                        26,000        Carolina Power & Light Co.                          774,899        708,500          2.4
                        26,600        Commonwealth Edison Co.                             785,722        711,550          2.4
                        29,100        Consolidated Edison Company of New York             980,887        862,088          2.9
                        18,400        Detroit Edison Co.                                  595,472        517,500          1.7
                        20,800        Dominion Resources, Inc.                            980,112        858,000          2.9
                        25,300        Duke Power Co.                                    1,101,816        977,213          3.3
                        23,500        FPL Group, Inc.                                     919,184        793,125          2.6
                        23,300        Houston Industries, Inc.                          1,097,517        940,737          3.1
                        32,000        Long Island Lighting Co.                            769,920        740,000          2.5
                        27,000        New York State Electric & Gas Corp.                 780,994        735,750          2.4
                        17,900        Niagara Mohawk Power Corp.                          385,366        335,625          1.1
                        35,700        Northeast Utilities Co.                             907,836        834,487          2.8
                        18,900        Ohio Edison Co.                                     444,028        387,450          1.3
                        21,000        Oklahoma Gas & Electric Co.                         757,886        737,625          2.5
                        40,800        Pacific Gas & Electric Co.                        1,467,066      1,290,300          4.3
                        34,800        PacifiCorp.                                         680,714        626,400          2.1
                        27,400        PECO Energy Co.                                     845,871        736,375          2.4
                        30,000        Pennsylvania Power & Light Co.                      778,050        716,250          2.4
                        30,000        Potomac Electric Power Co.                          776,424        712,500          2.4
                        20,000        Public Service Company of Colorado                  636,200        597,500          2.0
                        40,400        Public Service Enterprise Group Inc.              1,319,991      1,227,150          4.1
                        42,200        Scecorp.                                            887,436        759,600          2.5
                        30,200        Southern Co.                                      1,362,076      1,241,975          4.1
                        33,000        Texas Utilities Co.                               1,412,932      1,274,625          4.2
                        12,600        Union Electric Co.                                  513,993        466,200          1.5
                                                                                     ------------   ------------        ------
                                                                                       24,216,043     21,839,338         72.7

                                      Total Stocks                                     24,216,043     21,839,338         72.7

<CAPTION>
                   Face Amount        Corporate Bonds
<S>                <C>                <S>                                            <C>            <C>                 <C>

Utilities--        $ 1,000,000        Southwestern Bell Corp., 7.00% due 7/01/2015      1,034,480        973,038          3.2
Communications       1,000,000        Tele-Communications, Inc., 9.80% 
                                      due 2/01/2012                                     1,263,890      1,186,872          4.0
                     1,000,000        United Telephone of Florida, 6.875% 
                                      due 7/15/2013                                     1,019,950        976,631          3.2
                                                                                     ------------   ------------        ------
                                                                                        3,318,320      3,136,541         10.4


Utilities--          1,000,000        Public Service Company of Colorado, 6.375%
Electric                              due 11/01/2005                                      991,300        953,762          3.2
</TABLE>
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (concluded)
<CAPTION>
                                                                                                       Value         Percent of
Industries         Face Amount        Corporate Bonds                                    Cost        (Note 1a)       Net Assets
<S>                <C>                <S>                                            <C>            <C>                 <C>

Utilities--Gas     $ 1,000,000        El Paso Natural Gas Co., 7.75% due 1/15/2002   $  1,090,950   $  1,073,855          3.6%
                     1,000,000        Enron Corp., 6.75% due 7/01/2005                  1,023,800        979,854          3.3
                     1,500,000        ENSERCH Corp., 6.375% due 2/01/2004               1,491,030      1,444,998          4.8
                                                                                     ------------   ------------        ------
                                                                                        3,605,780      3,498,707         11.7

                                      Total Corporate Bonds                             7,915,400      7,589,010         25.3

<CAPTION>
                                      Short-Term Securities
<S>                    <C>            <S>                                            <C>            <C>                 <C>
Commercial Paper*      356,000        General Electric Capital Corp., 3.40% due
                                      3/01/1994                                           356,000        356,000          1.2

                                      Total Short-Term Securities                         356,000        356,000          1.2


Total Investments                                                                    $ 32,487,443     29,784,348         99.2
                                                                                     ============
Other Assets Less Liabilities                                                                            231,792          0.8
                                                                                                    ------------        ------
Net Assets                                                                                          $ 30,016,140        100.0%
                                                                                                    ============        ======
<FN>
*Commercial Paper is traded on a discount basis; the interest rates shown are
the discount rates paid at the time of purchase by the Fund.

See Notes to Financial Statements.
</TABLE>

PORTFOLIO INFORMATION

Ten Largest Holdings                      Percent of
As of February 28, 1994                  Net Assets

ENSERCH Corp., 6.375% due 2/01/2004          4.8%
American Electric Power Company, Inc.        4.5
Pacific Gas & Electric Co.                   4.3
Texas Utilities Co.                          4.2
Southern Co.                                 4.1
Public Service Enterprise Group Inc.         4.1
Tele-Communications, Inc., 9.80%
  due 2/01/2012                              4.0
El Paso Natural Gas Co., 7.75%
  due 1/15/2002                              3.6
Enron Corp., 6.75% due 7/01/2005             3.3
Duke Power Co.                               3.3


FINANCIAL INFORMATION
<PAGE>
<TABLE>
Statement of Assets and Liabilities as of February 28, 1994
<CAPTION>
<S>           <S>                                                                                  <C>           <C>
Assets:       Investments, at value (identified cost--$32,487,443) (Note 1a)                                     $ 29,784,348
              Cash                                                                                                        389
              Receivables:
                Beneficial interest sold                                                           $   158,434
                Dividends                                                                              157,097
                Interest                                                                                76,591
                Investment adviser (Note 2)                                                             63,837        455,959
                                                                                                   -----------
              Deferred organization expenses (Note 1f)                                                                 60,800
                                                                                                                 ------------
              Total assets                                                                                         30,301,496
                                                                                                                 ------------


Liabilities:  Payables:
                Beneficial interest redeemed                                                           226,911
                Distributor (Note 2)                                                                    15,182        242,093
                                                                                                   -----------
              Accrued expenses and other liabilities                                                                   43,263
                                                                                                                 ------------
              Total liabilities                                                                                       285,356
                                                                                                                 ------------


Net Assets:   Net assets                                                                                         $ 30,016,140
                                                                                                                 ============


Net Assets    Class A Shares of Common Stock, $0.10 par value, 100,000,000
Consist of:   shares authorized                                                                                  $     42,561
              Class B Shares of Common Stock, $0.10 par value, 100,000,000
              shares authorized                                                                                       283,945
              Paid-in capital in excess of par                                                                     32,217,615
              Undistributed investment income--net                                                                    178,361
              Accumulated realized capital losses--net                                                                 (3,247)
              Unrealized depreciation on investments--net                                                          (2,703,095)
                                                                                                                 ------------
              Net assets                                                                                         $ 30,016,140
                                                                                                                 ============


Net Asset     Class A--Based on net assets of $3,914,988 and 425,615 shares
Value:                 outstanding                                                                               $       9.20
                                                                                                                 ============
              Class B--Based on net assets of $26,101,152 and 2,839,446 shares
                       outstanding                                                                               $       9.19
                                                                                                                 ============

              See Notes to Financial Statements.
</TABLE>
<PAGE> 

FINANCIAL INFORMATION (continued)
<TABLE>
Statement of Operations
<CAPTION>

                                                                                                            For the Period
                                                                                                           October 29, 1993++
                                                                                                         to February 28, 1994
<S>           <S>                                                                                                <C>

Investment    Dividends                                                                                          $    311,171
Income        Interest and amortization of premium and discount earned                                                249,495
(Note 1e):                                                                                                       ------------
              Total income                                                                                            560,666
                                                                                                                 ------------


Expenses:     Distribution fees--Class B (Note 2)                                                                      66,298
              Investment advisory fees (Note 2)                                                                        56,629
              Registration fees (Note 1f)                                                                              32,371
              Printing and shareholder reports                                                                         24,372
              Accounting services (Note 2)                                                                             11,130
              Directors' fees and expenses                                                                              9,802
              Transfer agent fees--Class B (Note 2)                                                                     9,384
              Professional fees                                                                                         7,565
              Amortization of organization expenses (Note 1f)                                                           5,075
              Custodian fees                                                                                            3,160
              Transfer agent fees--Class A (Note 2)                                                                     1,300
              Other                                                                                                     1,691
                                                                                                                 ------------
              Total expenses before reimbursement                                                                     228,777
              Reimbursement of expenses (Note 2)                                                                     (120,467)
                                                                                                                 ------------
              Total expenses after reimbursement                                                                      108,310
                                                                                                                 ------------
              Investment income--net                                                                                  452,356
                                                                                                                 ------------

 
Realized &    Realized loss from investments--net                                                                      (3,247)
Unrealized    Unrealized depreciation on investments--net                                                          (2,703,095)
Loss on                                                                                                          ------------
Investments-- Net realized and unrealized loss on investments                                                      (2,706,342)
Net (Notes                                                                                                       ------------
1e & 3):      Net Decrease in Net Assets Resulting from Operations                                               $ (2,253,986)
                                                                                                                 ============
            <FN>
            ++Commencement of Operations.

              See Notes to Financial Statements.
</TABLE>
<PAGE>

FINANCIAL INFORMATION (continued)
<TABLE>
Statement of Changes in Net Assets
<CAPTION>

                                                                                                            For the Period
                                                                                                           October 29, 1993++
                                                                                                         to February 28, 1994
<S>           <S>                                                                                                <C>
Operations:   Investment income--net                                                                             $    452,356
              Realized loss on investments                                                                             (3,247)
              Unrealized depreciation on investments--net                                                          (2,703,095)
                                                                                                                 ------------
              Net decrease in net assets resulting from operations                                                 (2,253,986)
                                                                                                                 ------------


Dividends to  Investment income--net:
Shareholders    Class A                                                                                               (45,861)
(Note 1g):      Class B                                                                                              (228,134)
                                                                                                                 ------------
              Net decrease in net assets resulting from dividends to shareholders                                    (273,995)
                                                                                                                 ------------



Capital       Net increase in net assets derived from capital share transactions                                   32,444,121
Share                                                                                                            ------------
Transactions
(Note 4):


Net Assets:   Total increase in net assets                                                                         29,916,140
              Beginning of period                                                                                     100,000
                                                                                                                 ------------
              End of period*                                                                                     $ 30,016,140
                                                                                                                 ============
            <FN>
             *Undistributed investment income--net                                                               $    178,361
                                                                                                                 ============
            ++Commencement of Operations.

              See Notes to Financial Statements.
</TABLE>
<PAGE>
FINANCIAL INFORMATION (concluded)
<TABLE>
Financial Highlights
<CAPTION>
                                                                                                          For the Period
The following per share data and ratios have been derived                                              October 29, 1993++ to
from information provided in the financial statements.                                                   February 28, 1994
                                                                                                      ----------------------
Increase (Decrease) in Net Asset Value:                                                               Class A        Class B
<S>           <S>                                                                                      <C>            <C>

Per Share     Net asset value, beginning of period                                                     $ 10.00        $ 10.00
Operating                                                                                              -------        -------
Performance:  Investment income--net                                                                       .17            .13
              Realized and unrealized loss on investments--net                                            (.87)          (.86)
                                                                                                       -------        -------
              Total from investment operations                                                            (.70)          (.73)
                                                                                                       -------        -------
              Less dividends:
                Investment income--net                                                                    (.10)          (.08)
                                                                                                       -------        -------
              Net asset value, end of period                                                           $  9.20        $  9.19
                                                                                                       =======        =======


Total         Based on net asset value per share                                                        (7.04%)+++     (7.32%)+++
Investment                                                                                             =======        =======
Return:**



Ratios to     Expenses, net of reimbursement and excluding distribution fee                               .39%*          .41%*
Average                                                                                                =======        =======
Net Assets:   Expenses, net of reimbursement                                                              .39%*         1.16%*
                                                                                                       =======        =======
              Expenses                                                                                   1.56%*         2.33%*
                                                                                                       =======        =======
              Investment income--net                                                                     5.03%*         4.29%*
                                                                                                       =======        =======


Supplemental  Net assets, end of period (in thousands)                                                 $ 3,915        $26,101
Data:                                                                                                  =======        =======
              Portfolio turnover                                                                          .71%           .71%
                                                                                                       =======        =======

          <FN>
            ++Commencement of Operations.
           +++Aggregate total investment returns.
             *Annualized.
            **Total investment returns exclude the effects of sales loads.

              See Notes to Financial Statements.

</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies:
Merrill Lynch Utility Income Fund, Inc. (the "Fund") is registered
under the Investment Company Act of 1940 as a diversified, open-end
management investment company. Prior to commencement of operations
on October 29, 1993, the Fund had no operations other than those
relating to organizational matters and the sale of 5,000 Class A
and 5,000 Class B Shares of common stock of the Fund to Merrill
Lynch Asset Management, L.P. ("MLAM") for $100,000. The Fund offers
both Class A and Class B Shares. Class A Shares are sold with a
front-end sales charge. Class B Shares may be subject to a con-
tingent deferred sales charge. Both classes of shares have identical
voting, dividend, liquidation and other rights and the same terms
and conditions, except that Class B Shares bear certain expenses
related to the distribution of such shares and have exclusive voting
rights with respect to matters relating to such distribution
expenditures. The following is a summary of significant accounting
policies followed by the Fund.

(a) Valuation of Securities--Securities traded in the over-the-counter
market are valued at the last available bid price or yield equivalents
obtained from one or more dealers in the over-the-counter market prior
to the time of valuation. Portfolio securities which are traded on
stock exchanges are valued at the last sale price on the principal
market on which such securities are traded, as of the close of
business on the day the securities are being valued or, lacking
any sales, at the last available bid price.

Options written are valued based upon the last asked price in the
case of exchange-traded options or, in the case of options traded
in the over-the-counter market, the average of the last asked price
as obtained from one or more dealers. Options purchased by the Fund
are valued at their last bid price in the case of exchange-traded
options or, in the case of options traded in the over-the-counter
market, the average of the last bid price as obtained from two or
more dealers. Other investments, including futures contracts and
related options, are stated at market value. Securities with
remaining  maturities of sixty days or less are valued at amortized
cost, which approximates market value. Securities and assets for
which market quotations are not readily available are valued at
fair value as determined in good faith by or under the direction
of the Directors of the Fund.

(b) Foreign Currency Transactions--Transactions denominated in
foreign currencies are recorded at the exchange rate prevailing
when recognized. Assets and liabilities denominated in foreign
currencies are valued at the exchange rate at the end of the
period. Foreign currency transactions are the result of settling
(realized) or valuing (unrealized) receivables or payables expressed
in foreign currencies into US dollars. Realized and unrealized
gains or losses from investments include the effects of foreign
exchange rates on investments.
<PAGE>
The Fund is authorized to enter into forward foreign exchange
contracts as a hedge against either specific transactions or port-
folio positions. Such contracts are not entered on the Fund's 
records. However, the effect on operations is recorded from the
date the Fund enters into such contracts. Premium or discount is
amortized over the life of the contracts.

(c) Options--When the Fund writes an option, an amount equal to
the premium received by the Fund is reflected as an asset and an
equivalent liability. The amount of the liability is subsequently
marked to market to reflect the current market value of the option
written. When a security is purchased or sold through an exercise
of an option, the related premium paid (or received) is added to (or
deducted from) the basis of the security acquired or deducted from
(or added to) the proceeds of the security sold. When an option
expires (or the Fund enters into a closing transaction), the Fund
realizes a gain or loss on the option to the extent of the premiums
received or paid (or gain or loss to the extent the cost of the
closing transaction is less than or exceeds the premiums paid or
received).

Written and purchased options are non-income producing investments.

(d) Income Taxes--It is the Fund's policy to comply with the require-
ments of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable income to its share-
holders. Therefore, no Federal income tax provision is required. Under
the applicable foreign tax law, a withholding tax may be imposed on
interest and capital gains at various rates.

(e) Security Transactions and Investment Income--Security transactions
are recorded on the dates the transactions are entered into (the trade
dates). Interest income (including amortization of discount) is re-
cognized on the accrual basis. Realized gains and losses on security
transactions are determined on the identified cost basis. Dividend income
is recorded on the ex-dividend date, except that if the ex-dividend date
has passed, certain dividends from foreign securities are recorded as soon
as the Fund is informed of the ex-dividend date.

NOTES TO FINANCIAL STATEMENTS (concluded)

(f) Deferred Organization Expenses and Prepaid Registration Fees--
Deferred organization expenses are charged to expense over a five-year
period. Prepaid registration fees are charged to expense as the related
shares are issued.

(g) Dividends and Distributions--Dividends from net investment income,
excluding transaction gains (losses), are declared and paid monthly.
Distribution of capital gains are recorded on the ex-dividend date.
<PAGE>
(h) Financial Futures Contracts--The Fund is authorized to engage in
transactions in stock index futures and financial futures and related
options on such futures. A futures contract is an agreement between
two parties to buy and sell a security, or, in the case of an index-
based futures contract, to make and accept a cash settlement for a set
price on a future date. Upon entering into a contract, the Fund deposits
and maintains as collateral such initial margin as required by the
exchange on which the transaction is effected. Pursuant to the contract,
the Fund agrees to receive from or pay to the broker an amount of cash
equal to the daily fluctuation in value of the contract. Such receipts
or payments are known as variation margin and are recorded by the Fund
as unrealized gains or losses. When the contract is closed, the Fund
records a realized gain or loss equal to the difference between the
value of the contract at the time it was opened and the value at the time
it was closed.

2. Investment Advisory Agreement and
Transactions with Affiliates:
The Fund has entered into an Investment Advisory Agreement with MLAM.
Effective January 1, 1994, the investment advisory business of MLAM re-
organized from a corporation to a limited partnership. Both prior to
and after the reorganization, ultimate control of MLAM was vested with
Merrill Lynch & Co., Inc. ("ML & Co."). The general partner of MLAM is
Princeton Services, Inc., an indirect wholly-owned subsidiary of ML & Co.
The limited partners are ML & Co. and Merrill Lynch Investment Management,
Inc. ("MLIM"), which is also an indirect wholly-owned subsidiary of ML &
Co. The Fund has also entered into a Distribution Agreement and a Dis-
tribution Plan with Merrill Lynch Funds Distributor, Inc. ("MLFD" or
"Distributor"), a wholly-owned subsidiary of MLIM.

MLAM is responsible for the management of the Fund's portfolio and
provides the necessary personnel, facilities, equipment and certain
other services necessary to the operation of the Fund. For such ser-
vices, the Fund pays a monthly fee of 0.55%, on an annual basis, of
the average daily value of the Fund's net assets. The most restrictive
annual expense limitation requires that the Investment Adviser re-
imburse the Fund to the extent the Fund's expenses (excluding interest,
taxes, distribution fees, brokerage fees and commissions, and ex-
traordinary items) exceed 2.5% of the Fund's first $30 million of
average daily net assets, 2.0% of the next $70 million of average
daily net assets, and 1.5% of the average daily net assets in excess
thereof. The Investment Adviser's obligation to reimburse the Fund is
limited to the amount of the investment advisory fee. No fee payment
will be made to the Investment Adviser during any fiscal year which
will cause such expenses to exceed the most restrictive expense
limitation at the time of such payment. For the period ended February
28, 1994, MLAM earned fees of $56,629, all of which were voluntarily
waived. MLAM also voluntarily reimbursed the Fund for additional
expenses of $63,838.
<PAGE>
Pursuant to a distribution plan (the "Distribution Plan") adopted by
the Fund in accordance with Rule 12b-1 under the Investment Company Act
of 1940, the Fund pays the Distributor an ongoing account maintenance
fee and distribution fee, which are accrued daily and paid monthly
at the annual rate of 0.25% and 0.50%, respectively, of the average
daily net assets of the Fund attributable to Class B Shares. Pursuant
to a subagreement with the Distributor, Merrill Lynch provides
account maintenance and distribution services to the Fund with respect
to Class B Shares. This fee is to compensate the Distributor for the
services it provides and the expenses borne by the Distributor under
the Distribution Agreement. As authorized by the Plan, the Distributor
has entered into an agreement with Merrill Lynch, Pierce, Fenner & 
Smith Inc. ("MLPF&S") which provides for the compensation of MLPF&S
for providing account maintenance distribution-related services to the
Fund. For the period October 29, 1993 to February 28, 1994, MLFD earned
$66,298 under the Plan, all of which was paid to MLPF&S pursuant to the
agreement.

For the period October 29, 1993 to February 28, 1994, MLFD earned under-
writing discounts of $912, and MLPF&S earned dealer concessions of
$238,457 on sales of Class A Shares. MLPF&S also received contingent
deferred sales charges of $9,286 relating to Class B Share transactions,
and $34,500 in commissions on the execution of portfolio security
transactions for the Fund during the period.

Financial Data Services, Inc. (FDS), a wholly-owned subsidiary of ML
& Co., is the Fund's transfer agent.

Accounting services are provided to the Fund by MLAM at cost.

Certain officers and/or directors of the Fund are officers and/or directors
of MLIM, MLPF&S, MLFD, FDS, and/or ML & Co.

3. Investments:
Purchases and sales of investments, excluding short-term securities, for
the period October 29, 1993 to February 28, 1994 were $32,258,683 and
$124,256, respectively.

Realized and unrealized losses as of February 28, 1994
were as follows:

                                       Realized      Unrealized
                                        Losses         Losses

Long-term investments                 $ (2,984)     $ (2,703,095)
Short-term investments                    (263)               --
                                      --------      ------------
Total                                 $ (3,247)     $ (2,703,095)
                                      ========      ============

As of February 28, 1994, net unrealized depreciation for Federal income
tax purposes aggregated $2,703,095, all of which is related to depreciated
securities. At February 28, 1994, the aggregate cost of investments for
Federal income tax purposes was $32,487,443.
<PAGE>
4. Capital Share Transactions:
Net increase in net assets derived from capital share transactions was
$32,444,121 for the period October 29, 1993 to February 28, 1994.

Transactions in capital shares were as follows:

Class A Shares for the Period
October 29, 1993++ to                                     Dollar
February 28, 1994                       Shares            Amount

Shares sold                            481,653       $ 4,800,790
Shares issued to shareholders
in reinvestment of dividends             3,287            31,854
                                      --------       -----------
Total issued                           484,940         4,832,644
Shares redeemed                        (64,325)         (609,195)
                                      --------       -----------
Net increase                           420,615       $ 4,223,449
                                      ========       ===========

[FN]
++Prior to October 29, 1993 (commencement of operations), the
Fund issued 5,000 Class A shares to MLAM for $50,000.


Class B Shares for the Period
October 29, 1993++ to                                     Dollar
February 28, 1994                       Shares            Amount

Shares sold                          3,136,409      $ 31,098,932
Shares issued to shareholders
in reinvestment of dividends            13,942           135,147
                                     ---------      ------------
Total issued                         3,150,351        31,234,079
Shares redeemed                       (315,905)       (3,013,407)
                                     ---------      ------------
Net increase                         2,834,446      $ 28,220,672
                                     =========      ============

[FN]
++Prior to October 29, 1993 (commencement of operations), the
Fund issued 5,000 Class B shares to MLAM for $50,000.

5. Subsequent Event:
On March 2, 1994, the Fund's Board of Directors declared an ordinary
income dividend to Common Stock shareholders in the amount of $.059619
per Class A Share and $.053948 per Class B Share payable on March 9,
1994 to shareholders of record as of March 1, 1994.

<PAGE>
OFFICERS AND DIRECTORS

Arthur Zeikel, President and Director
Ronald W. Forbes, Director
Cynthia A. Montgomery, Director
Charles C. Reilly, Director
Kevin A. Ryan, Director
Richard R. West, Director
Terry K. Glenn, Executive Vice President
Norman R. Harvey, Senior Vice President
Donald C. Burke, Vice President
Walter D. Rogers, Vice President and Portfolio Manager
Gerald M. Richard, Treasurer
Thomas D. Jones, III, Secretary

Custodian
State Street Bank and Trust Company
P.O. Box 351
Boston, Massachusetts 02101

Transfer Agent
Financial Data Services, Inc.
4800 Deer Lake Drive East
Jacksonville, Florida 32246-6484
(800) 637-3863



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