US 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 Quality Bond Portfolio - Classes A, B, C, & D
Merrill Lynch Fundamental Value Portfolio - Classes A, B, C, & D
Merrill Lynch Global Opportunity Portfolio - Classes A, B, C, & D
Merrill Lynch U.S. Government Securities 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, 1997
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 Quality Bond Portfolio 0 Shares
Merrill Lynch Fundamental Value Portfolio 0 Shares
Merrill Lynch Global Opportunity Portfolio 0 Shares
Merrill Lynch U.S. Government Securities 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 Quality Bond Portfolio 0 Shares
Merrill Lynch Fundamental Value Portfolio 0 Shares
Merrill Lynch Global Opportunity Portfolio 0 Shares
Merrill Lynch U.S. Government Securities Portfolio 0 Shares
Merrill Lynch Growth Opportunity Portfolio 0 Shares
9. Number and aggregate sale price of securities sold during
the fiscal year:
Merrill Lynch Quality Bond Portfolio 389, 810 Shares $ 3,823,907
Merrill Lynch Fundamental Value Portfolio 1,688,333 Shares $ 21,305,377
Merrill Lynch Global Opp Portfolio 2,014,543 Shares $ 22,185,570
Merrill Lynch U.S. Govt Securities Portfolio 296,550 Shares $ 3,029,219
Merrill Lynch Growth Opp Portfolio 1,598,951 Shares $ 16,534,936
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
Merrill Lynch Quality Bond Portfolio 389,810 Shares $ 3,823,907
Merrill Lynch Fundamental Value Portfolio 1,688,333 Shares $ 21,305,377
Merrill Lynch Global Opp Portfolio 2,014,543 Shares $ 22,185,570
Merrill Lynch U.S. Govt Securities Portfolio 296,550 Shares $ 3,029,219
Merrill Lynch Growth Opp Portfolio 1,598,951 Shares $ 16,534,936
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
Merrill Lynch Quality Bond Portfolio 50,189 Shares $ 504,605
Merrill Lynch Fundamental Value Portfolio 115,959 Shares $ 1,520,481
Merrill Lynch Global Opp Portfolio 45,356 Shares $ 516,143
Merrill Lynch U.S. Govt Securities Portfolio 62,101 Shares $ 331,947
Merrill Lynch Growth Opportunity Portfolio 0 Shares $ 0
12. Calculation of registration fee:
A) 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): $ 3,823,907
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 504,605
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 1,180,100
(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), $ 3,148,412
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 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $954.06
B) 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): $ 21,305,377
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 1,520,481
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 6,201,357
(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), $ 16,624,501
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 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 5,037.73
C) 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): $ 22,185,570
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 516,143
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 7,953,048
(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), $ 14,748,665
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 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $4,469.29
D) 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): $ 3,029,219
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 331,947
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 2,103,492
(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), $ 1,257,674
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 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 381.11
E) Merrill Lynch Growth Opportunity Portfolio
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 16,534,936
(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): - $ 2,944,770
(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), $ 13,590,166
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 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 4,118.23
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 24, 1997
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 25, 1997
Brown & Wood LLP
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile: 212-839-5599
March 24, 1997
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 5,988,187
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, 1997. The Shares consist of
296,550 shares of common stock of Merrill Lynch
U.S. Government Securities Portfolio
(the "Government Securities Portfolio");
2,014,543 shares of common stock of
Merrill Lynch Global Opportunity Portfolio
the "Global Opportunity Portfolio");
1,688,333 shares of common stock of
Merrill Lynch Fundamental Value Portfolio
the "Fundamental Value Portfolio");
389,810 shares of common stock of Merrill
Lynch Quality Bond Portfolio (the "Quality
Bond Portfolio"); and 1,598,951 shares of
common stock of Merrill Lynch Growth
Opportunity Portfolio (the "Growth
Opportunity Portfolio"). The Government
Securities, Global Opportunity, Fundamental
Value, Quality Bond and Growth Opportunity
Portfolios comprise all of the series of
the Program currently offering their shares
to the public.
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 are 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,
s/ Brown & Wood LLP
