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 Asset Builder Program, 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 U.S. Government Securities Portfolio - Classes A, B, C & D
Merrill Lynch Global Opportunity Portfolio - Classes A, B, C & D
Merrill Lynch Fundamental Value Portfolio - Classes A, B, C & D
Merrill Lynch Quality Bond Portfolio - Classes A, B, C & D
Merrill Lynch Growth Opportunity Portfolio - Classes A, B, C & D
3. Investment Company Act File Number: 811-7177
Securities Act File Number: 33-53887
4. Last day of fiscal year for which this notice is filed:
January 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:
Merrill Lynch U.S. Government Securities Portfolio 0 Shares
Merrill Lynch Global Opportunity Portfolio 0 Shares
Merrill Lynch Fundamental Value Portfolio 0 Shares
Merrill Lynch Quality Bond Portfolio 0 Shares
Merrill Lynch Growth Opportunity Portfolio 0 Shares
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
Merrill Lynch U.S. Government Securities Portfolio 0 Shares
Merrill Lynch Global Opportunity Portfolio 0 Shares
Merrill Lynch Fundamental Value Portfolio 0 Shares
Merrill Lynch Quality Bond Portfolio 0 Shares
Merrill Lynch Growth Opportunity Portfolio 0 Shares
9. Number and aggregate sale price of securities sold during
the fiscal year:
ML U.S. Government Securities Portfolio 958,844 Shares $ 9,787,240
ML Global Opportunity Portfolio 3,004,056 Shares $30,936,832
ML Fundamental Value Portfolio 3,049,984 Shares $33,242,469
ML Quality Bond Portfolio 653,835 Shares $ 6,546,844
ML Growth Opportunity Portfolio 0 Shares
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
ML U.S. Government Securities Portfolio 958,844 Shares $ 9,787,240
ML Global Opportunity Portfolio 3,004,056 Shares $30,936,832
ML Fundamental Value Portfolio 3,049,984 Shares $33,242,469
ML Quality Bond Portfolio 653,835 Shares $ 6,546,844
ML Growth Opportunity Portfolio 0 Shares $0
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
ML U.S. Government Securities Portfolio 58,569 Shares $592,454
ML Global Opportunity Portfolio 50,567 Shares $533,577
ML Fundamental Value Portfolio 69,838 Shares $800,156
ML Quality Bond Portfolio 24,520 Shares $246,423
ML Growth Opportunity Portfolio 0 Shares $0
12. Calculation of registration fee:
A) Merrill Lynch U.S. Government Securities Portfolio
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $9,787,240
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 592,454
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 902,131
(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), $9,477,563
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)]: $3,268.13
B) Merrill Lynch Global Opportunity Portfolio
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $30,936,832
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 533,577
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 7,440,875
(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), $24,029,534
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)]: $8,286.05
C) Merrill Lynch Fundamental Value Portfolio
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $33,242,469
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 800,156
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 4,473,108
(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), $29,569,517
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)]: $10,196.39
D) Merrill Lynch Quality Bond Portfolio
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $6,546,844
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 246,423
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 395,121
(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), $6,398,146
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)]: $2,206.26
E) Merrill Lynch Growth Opportunity Portfolio
As of the close of the Fiscal Year, the Merrill
Lynch Growth Opportunity Portfolio (the
"Growth Opportunity Portfolio") had not
commenced operations. Consequently, no
shares of common stock of the Growth
Opportunity Portfolio which had been
registered under the Securities Act of 1933
(the "Securities Act") pursuant to Rule 24f-2
or otherwise were sold during the Fiscal Year.
(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): + $ 0
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 0
(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).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
March 20, 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 March 20, 1996
March 19, 1996
Merrill Lynch Asset Builder Program, Inc.
P.O. Box 9011
Princeton, New Jersey 08543-9011
Ladies and Gentlemen:
This opinion is furnished in connection
with the notice (the "Notice") to be filed by
Merrill Lynch Asset Builder Program, Inc.,
a Maryland corporation (the "Program"),
with the Securities and Exchange Commission
pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended. The
Notice is being filed to make definite the
registration under the Securities Act of 1933,
as amended, of 7,666,719 shares of
common stock, par value $.10 per share, of
the Program (the "Shares") which were sold
during the Program's fiscal year ended
January 31, 1996. The Shares consist of
958,844 shares of common stock of Merrill
Lynch U.S. Government Securities Portfolio
(the "Government Securities Portfolio");
3,004,056 shares of common stock of Merrill
Lynch Global Opportunity Portfolio (the
"Global Opportunity Portfolio"); 3,049,984
shares of common stock of Merrill Lynch
Fundamental Value Portfolio (the
"Fundamental Value Portfolio"); and 653,835
shares of common stock of Merrill Lynch
Quality Bond Portfolio (the "Quality Bond
Portfolio"). The Government Securities,
Global Opportunity, Fundamental Value
and Quality Bond Portfolios comprise the
four series of the Program that offered shares
to the public during the Program's fiscal year
ended January 31, 1996. The fifth series,
Merrill Lynch Growth Opportunity Portfolio,
commenced operations on February 2, 1996.
As counsel for the Program, we are
familiar with the proceedings taken by it in
connection with the authorization, issuance
and sale of the Shares. In addition, we
have examined and are familiar with the
Articles of Incorporation of the Program,
as amended, the By-Laws of the
Program and such other documents as we
have deemed relevant to the matters referred
to in this opinion.
Based upon the foregoing, we are of the
opinion that the Shares were legally issued,
fully paid and non-assessable. We hereby
consent to the filing of this opinion with the
Securities and Exchange Commission as an
attachment to the Notice.
Very truly yours,
