February 28, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH VARIABLE SERIES
FUNDS, INC.
File No. 2-74452
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Variable Series Funds, Inc. (the "Fund")
hereby files its Rule 24f-2 notice (the "Notice").
This Notice is being filed for the fiscal year of
the Fund ended December 31, 1993 (the "Fiscal
Year") and covers each of the following fourteen
portfolios of Common Stock of the Fund: Reserve
Assets Fund Common Stock, Prime Bond Fund
Common Stock, High Current Income Fund
Common Stock, Equity Growth Fund Common
Stock, Quality Equity Fund common Stock,
Flexible Strategy Fund Common Stock, Natural
Resources Focus Fund Common Stock, American
Balanced Fund Common Stock, Domestic
Money Market Fund Common Stock, Global Strategy
Focus Fund Common Stock, High Current Income Fund
Common Stock, Global Utility Focus Fund Common
Stock, Basic Value Focus Fund Common Stock and
International Equtiy Fund Common Stock
(collectively referred to herein as the
"Portfolios").
Set forth below is the information required by
Rule 24f-2 for each portfolio of Common Stock of the
Fund. Included in such information are the
calculations on which the filing fee of
$482,527.77 are based.
<PAGE>
I. Reserve Assets Fund Common Stock
1. No shares of common stock of the Portfolio
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.
2. 12,560,887 shares of common stock of the
Portfolio were registered under the Securities
Act during the Fiscal Year other than pursuant to
Rule 24f-2.
3. 18,903,263 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
4. 6,342,376 shares of common stock of the
Portfolio were sold during the Fiscal Year
in reliance upon registration pursuant to
Rule 24f-2. Transmitted with this Notice
is an opinion of Rogers & Wells, counsel
for the Fund, indicating that the securities
the registration of which this Notice makes
definite in number were legally issued, fully
paid and non-assessable.
5. Since the maximum sale price of securities
sold during the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2 is less than
the aggregate redemption price of securities
redeemed during the Fiscal Year, and since
the Fund did not apply the redemption or
repurchase price of any shares redeemed or
repurchased during the Fiscal Year pursuant
to Rule 24(e)(1) of the Investment Company
Act of 1940, no filing fee is required in
connection with the filing of this Notice.
The calculation is as follows:
(i) Actual aggregate sale price for
the 6,342,376 shares of common
stock of the portfolio sold
during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$ 6,342,376
reduced by
(ii) Actual aggregate redemption price
of the 16,275,313 shares of common
stock of the Portfolio redeemed
during the Fiscal Year.
$16,275,313
equals amount on which filing fee
is based.
$ -0-
_______________
*The aggregate sale price of all shares of Reserve
Assets Fund Common Stock sold during the Fiscal
Year was $18,903,263. See paragraph 5 for the
aggregate sale price of shares in reliance upon
Rule 24f-2.
<PAGE>
II. Prime Bond Fund Common Stock
1. No shares of common stock of the Portfolio
which had been registered under the
Securities Act other than pursuant to
Rule 24f-2 remained unsold at the beginning
of the Fiscal Year.
2. No shares of common stock of the Portfolio
were registered under the Securities Act during
the Fiscal Year other than pursuant to Rule
24f-2.
3. 18,166,471 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
_______________
*The aggregate sale price of all shares of Prime
Bond Fund Common Stock sold during the Fiscal Year
was $229,284,947.
4. 18,166,471 shares of common stock of the
Portfolio were sold during the Fiscal Year
in reliance upon registration pursuant to Rule 24f-2.
Transmitted with this Notice is an opinion of
Rogers & Wells, counsel for the Fund,
indicating that the securities the
registration of which this Notice makes
definite in number were legally issued, fully
paid and non-assessable.
5. In accordance with Paragraph (c) of Rule
24f-2, the fee of $73,816.68 has been wired.
Such fee which relates to the 18,166,471
shares referred to in Paragraph 4, is based
upon the actual 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 the common
stock of the Portfolio redeemed or
repurchased during the Fiscal Year. The
calculation of the amount on which the filing
fee is based as follows:
(i) Actual aggregate sale price for the
18,166,471 shares of common
stock of the Portfolio sold during
the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2.
$229,284,947
reduced by
(ii) Actual aggregate redemption
price of 1,205,821 shares of
common stock of the Portfolio
redeemed during the Fiscal Year.
$ 15,218,080
equals amount on which filing fee
is based.
$214,066,867
Based on the above calculation, $73,816.68 is
payable with respect to the registration of shares
of Prime Bond Fund Common Stock.
<PAGE>
III. High Current Income Fund Common Stock
1. No shares of common stock of the Portfolio
which had been registered under the
Securities Act other than pursuant to
Rule 24f-2 remained unsold at the beginning
of the Fiscal Year.
2. No shares of common stock of the Portfolio
were registered under the Securities Act
during the Fiscal Year other than pursuant
to Rule 24f-2.
3. 11,096,856 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
_______________
*The aggregate sale price of all shares of High
Current Income Fund Common Stock sold during the
Fiscal Year was $130,007,224. All of such shares
were sold in reliance upon registration pursuant
to Rule 24f-2.
4. 11,096,856 shares of common stock of the
Portfolio were sold during the Fiscal Year
in reliance upon registration pursuant
to Rule 24f-2. Transmitted with this Notice
is an opinion of Rogers & Wells, counsel
for the Fund, indicating that the securities the
registration of which this Notice makes
definite in number were legally issued, fully
paid and non-assessable.
5. In accordance with Paragraph (c) of
Rule 24f-2, the fee of $43,117.13 has been
wired. Such fee which relates to the
11,096,856 shares referred to in Paragraph 4,
is based upon the actual 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 the common stock of
the Portfolio redeemed or repurchased
during the Fiscal Year. The calculation
of the amount on which the filing fee is
based as follows:
(i) Aggregate sale price for the
11,096,856 shares of common
stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$130,007,224
reduced by
(ii) Actual aggregate redemption
price of 424,381 shares of
common stock of the Portfolio
redeemed during the Fiscal Year.
$ 4,968,409
equals amount on which filing fee
is based.
$125,038,815
Based on the above calculation, $43,117.13 is
payable with respect to the registration of shares
of High Current Income Fund Common Stock.
<PAGE>
IV. Equity Growth Fund Common Stock
1. No shares of common stock of the Portfolio
which had been registered under the
Securities Act other than pursuant to
Rule 24f-2 remained unsold at the beginning
of the Fiscal Year.
2. No shares of common stock of the Portfolio
were registered under the Securities Act during
the Fiscal Year other than pursuant to Rule
24f-2.
3. 3,715,936 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
_______________
*The aggregate sale price of all shares of Equity
Growth Fund Common Stock sold during the Fiscal
Year was $69,928,165. All of such shares were
sold in reliance upon registration pursuant to
Rule 24f-2.
4. 3,715,936 shares of common stock of the
Portfolio were sold during the Fiscal Year
in reliance upon registration pursuant to
Rule 24f-2. Transmitted with this Notice
is an opinion of Rogers & Wells, counsel
for the Fund, indicating that the securities the
registration of which this Notice makes
definite in number were legally issued, fully
paid and non-assessable.
5. In accordance with Paragraph (c) of
Rule 24f-2, the fee of $22,231.40 has
been wired. Such fee which relates to
the 3,715,936 shares referred to in
Paragraph 4, is based upon the actual
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 the common
stock of the Portfolio redeemed or
repurchased during the Fiscal Year. The
calculation of the amount on which the filing
fee is based as follows:
(i) Actual aggregate sale price for the
3,715,936 shares of common
stock of the Portfolio sold during the
Fiscal Year in reliance upon registration
pursuant to Rule 24f-2.
$ 69,928,165
reduced by
(ii) Actual aggregate redemption
price of 296,830 shares of
common stock of the Portfolio
redeemed during the Fiscal Year.
$ 5,457,567
equals amount on which filing fee
is based.
$ 64,470,598
Based on the above calculation, $22,231.40 is
payable with respect to the registration of shares
of Equity Growth Fund Common Stock.
<PAGE>
V. Quality Equity Fund Common Stock
1. No shares of common stock of the Portfolio
which had been registered under the Securities
Act other than pursuant to Rule 24f-2 remained
unsold at the beginning of the Fiscal Year.
2. No shares of common stock of the Portfolio
were registered under the Securities Act during
the Fiscal Year other than pursuant to Rule
24f-2.
3. 7,584,386 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
_______________
*The aggregate sale price of all shares of Quality
Equity Fund Common Stock sold during the Fiscal
Year was $204,488,643. All of such shares were
sold in reliance upon registration pursuant to
Rule 24f-2.
4. 7,584,386 shares of common stock of the
Portfolio were sold during the Fiscal Year
in reliance upon registration pursuant to
Rule 24f-2. Transmitted with this Notice
is an opinion of Rogers & Wells, counsel
for the Fund, indicating that the securities the
registration of which this Notice makes
definite in number were legally issued, fully
paid and non-assessable.
5. In accordance with Paragraph (c) of
Rule 24f-2, the fee of $66,707.10 has
been wired. Such fee which relates to
the 7,584,386 shares referred to in
Paragraph 4, is based upon the actual
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 the common
stock of the Portfolio redeemed or
repurchased during the Fiscal Year. The
calculation of the amount on which the filing
fee is based as follows:
(i) Actual aggregate sale price for the
7,584,386 shares of common
stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$204,488,643
reduced by
(ii) Actual aggregate redemption
price of 412,554 shares of
common stock of the Portfolio
redeemed during the Fiscal Year.
$ 11,039,403
equals amount on which filing fee
is based.
$193,449,240
Based on the above calculation, $66,707.10 is
payable with respect to the registration of shares
of Quality Equity Fund Common Stock.
<PAGE>
VI. Natural Resources Focus Fund Common Stock
1. No shares of common stock of the Portfolio
which had been registered under the
Securities Act other than pursuant to
Rule 24f-2 remained unsold at the beginning
of the Fiscal Year.
2. No shares of common stock of the Portfolio
were registered under the Securities Act during
the Fiscal Year other than pursuant to Rule
24f-2.
3. 1,268,742 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
_______________
*The aggregate sale price of all shares of Natural
Resources Focus Fund Common Stock sold during the
Fiscal Year was $13,999,275. All of such shares
were sold in reliance upon registration pursuant
to Rule 24f-2.
4. 1,268,742 shares of common stock of the
Portfolio were sold during the Fiscal Year
in reliance upon registration pursuant to
Rule 24f-2. Transmitted with this Notice is
an opinion of Rogers & Wells, counsel for
the Fund, indicating that the securities the
registration of which this Notice makes
definite in number were legally issued, fully
paid and non-assessable.
5. In accordance with Paragraph (c) of
Rule 24f-2, the fee of $3,591.36 has
been wired. Such fee which relates
to the 1,268,742 shares referred to in
Paragraph 4, is based upon the actual
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 the common
stock of the Portfolio redeemed or
repurchased during the Fiscal Year. The
calculation of the amount on which the filing
fee is based as follows:
(i) Actual aggregate sale price for the
1,268,742 shares of common
stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$13,999,275
reduced by
(ii) Actual aggregate redemption
price of 327,587 shares of
common stock of the Portfolio
redeemed during the Fiscal Year.
$ 3,584,398
equals amount on which filing fee
is based.
$10,414,877
Based on the above calculation, $3,591.36 is
payable with respect to the registration of shares
of Natural Resources Focus Fund Common Stock.
<PAGE>
VII. Flexible Strategy Fund Common Stock
1. No shares of common stock of the Portfolio
which had been registered under the Securities
Act other than pursuant to Rule 24f-2 remained
unsold at the beginning of the Fiscal Year.
2. No shares of common stock of the Portfolio
were registered under the Securities Act during
the Fiscal Year other than pursuant to Rule
24f-2.
3. 6,911,886 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
_______________
*The aggregate sale price of all shares of
Flexible Strategy Fund Common Stock sold during
the Fiscal Year was $103,761,462. All of such
shares were sold in reliance upon registration
pursuant to Rule 24f-2.
4. 6,911,886 shares of common stock of the
Portfolio were sold during the Fiscal Year
in reliance upon registration pursuant to Rule 24f-2.
Transmitted with this Notice is an opinion of
Rogers & Wells, counsel for the Fund,
indicating that the securities the
registration of which this Notice makes
definite in number were legally issued, fully
paid and non-assessable.
5. In accordance with Paragraph (c) of
Rule 24f-2, the fee of $31,534.24 has been wired.
Such fee which relates to the 6,911,886 shares
referred to in Paragraph 4, is based upon the
actual 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 the common
stock of the Portfolio redeemed or
repurchased during the Fiscal Year. The
calculation of the amount on which the filing
fee is based as follows:
(i) Actual aggregate sale price for the
6,911,886 shares of common
stock of the Portfolio sold during the
Fiscal Year in reliance upon registration
pursuant to Rule 24f-2.
$103,761,462
reduced by
(ii) Actual aggregate redemption
price of 820,921 shares of
common stock of the Portfolio
redeemed during the Fiscal Year.
$ 12,312,814
equals amount on which filing fee
is based.
$ 91,448,648
Based on the above calculation, $31,534.24 is
payable with respect to the registration of shares
of Flexible Strategy Fund Common Stock.
<PAGE>
VIII. American Balanced Fund Common Stock
1. No shares of common stock of the Portfolio
which had been registered under the Securities
Act other than pursuant to Rule 24f-2 remained
unsold at the beginning of the Fiscal Year.
2. No shares of common stock of the Portfolio
were registered under the Securities Act during
the Fiscal Year other than pursuant to Rule
24f-2.
3. 6,659,885 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
_______________
*The aggregate sale price of all shares of
American Balanced Fund Common Stock sold during
the Fiscal Year was $91,353,359. All of such
shares were sold in reliance upon registration
pursuant to Rule 24f-2.
4. 6,659,885 shares of common stock of the
Portfolio were sold during the Fiscal Year
in reliance upon registration pursuant to
Rule 24f-2. Transmitted with this Notice
is an opinion of Rogers & Wells, counsel
for the Fund, indicating that the securities the
registration of which this Notice makes
definite in number were legally issued, fully
paid and non-assessable.
5. In accordance with Paragraph (c) of
Rule 24f-2, the fee of $29,189.89 has
been wired. Such fee which relates to
the 6,659,885 shares referred to in
Paragraph 4, is based upon the
actual 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 the common
stock of the Portfolio redeemed or
repurchased during the Fiscal Year. The
calculation of the amount on which the filing
fee is based as follows:
(i) Actual aggregate sale price for the
6,659,885 shares of common
stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$91,353,359
reduced by
(ii) Actual aggregate redemption
price of 491,212 shares of
common stock of the Portfolio
redeemed during the Fiscal Year.
$ 6,703,257
equals amount on which filing fee
is based.
$84,650,102
Based on the above calculation, $29,189.89 is
payable with respect to the registration of shares
of American Balanced Fund Common Stock.
<PAGE>
IX. Domestic Money Market Fund Common Stock
1. No shares of common stock of the Portfolio
which had been registered under the
Securities Act other than pursuant to
Rule 24f-2 remained unsold at the beginning
of the Fiscal Year.
2. No shares of common stock of the Portfolio
were registered under the Securities Act during
the Fiscal Year other than pursuant to Rule
24f-2.
3. 371,125,144 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
_______________
*The aggregate sale price of all shares of
Domestic Money Market Fund Common Stock sold
during the Fiscal Year was $371,125,144. All of
such shares were sold in reliance upon
registration pursuant to Rule 24f-2.
4. 371,125,144 shares of common stock of the
Portfolio were sold during the Fiscal Year
in reliance upon registration pursuant to Rule 24f-2.
Transmitted with this Notice is an opinion of
Rogers & Wells, counsel for the Fund,
indicating that the securities the
registration of which this Notice makes
definite in number were legally issued, fully
paid and non-assessable.
5. In accordance with Paragraph (c) of
Rule 24f-2, the fee of $43,658.56 has been
wired. Such fee which relates to the
371,125,144 shares referred to in Paragraph 4,
is based upon the actual 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 the
common stock of the Portfolio redeemed or
repurchased during the Fiscal Year. The
calculation of the amount on which the filing
fee is based as follows:
(i) Aggregate sale price for the
371,125,144 shares of common
stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$371,125,144
reduced by
(ii) Actual aggregate redemption
price of 244,516,209 shares of
common stock of the Portfolio
redeemed during the Fiscal Year.
$244,516,209
equals amount on which filing fee
is based.
$126,608,935
Based on the above calculation, $43,658.56 is
payable with respect to the registration of shares
of Domestic Money Market Fund Common Stock.
<PAGE>
X. Global Strategy Focus Fund Common Stock
1. No shares of common stock of the Portfolio
which had been registered under the
Securities Act other than pursuant to Rule 24f-2
remained unsold at the beginning of the Fiscal Year.
2. No shares of common stock of the Portfolio
were registered under the Securities Act during
the Fiscal Year other than pursuant to Rule
24f-2.
3. 20,813,811 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
_______________
*The aggregate sale price of all shares of Global
Strategy Focus Fund Common Stock sold during the
Fiscal Year was $241,520,508. All of such shares
were sold in reliance upon registration pursuant
to Rule 24f-2.
4. 20,813,811 shares of common stock of the
Portfolio were sold during the Fiscal Year in
reliance upon registration pursuant to Rule 24f-2.
Transmitted with this Notice is an opinion of
Rogers & Wells, counsel for the Fund,
indicating that the securities the
registration of which this Notice makes
definite in number were legally issued, fully
paid and non-assessable.
5. In accordance with Paragraph (c) of
Rule 24f-2, the fee of $82,454.94 has been wired.
Such fee which relates to the 20,813,811 shares
referred to in Paragraph 4, is based upon the
actual 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 the common
stock of the Portfolio redeemed or
repurchased during the Fiscal Year. The
calculation of the amount on which the filing
fee is based as follows:
(i) Actual aggregate sale price for the
20,813,811 shares of common
stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$241,520,508
reduced by
(ii) Actual aggregate redemption
price of 213,171 shares of
common stock of the Portfolio
redeemed during the Fiscal Year.
$ 2,402,857
equals amount on which filing fee
is based.
$239,117,651
Based on the above calculation, $82,454.94 is
payable with respect to the registration of shares
of Global Strategy Focus Fund Common Stock.
<PAGE>
XI. World Income Focus Fund Common Stock
1. No shares of common stock of the Portfolio
which had been registered under the
Securities Act other than pursuant to
Rule 24f-2 remained unsold at the beginning
of the Fiscal Year.
2. No shares of common stock of the Portfolio
were registered under the Securities Act during
the Fiscal Year other than pursuant to Rule
24f-2.
3. 4,880,334 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
_______________
*The aggregate sale price of all shares of World
Income Focus Fund Common Stock sold during the
Fiscal Year was $49,656,106. All of such shares
were sold in reliance upon registration pursuant
to Rule 24f-2.
4. 4,880,334 shares of common stock of the
Portfolio were sold during the Fiscal Year
in reliance upon registration pursuant to
Rule 24f-2. Transmitted with this Notice is
an opinion of Rogers & Wells, counsel for
the Fund, indicating that the securities the
registration of which this Notice makes
definite in number were legally issued, fully
paid and non-assessable.
5. In accordance with Paragraph (c) of
Rule 24f-2, the fee of $14,115.76 has been
wired. Such fee which relates to the 4,880,334
shares referred to in Paragraph 4, is based
upon the actual 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 the common
stock of the Portfolio redeemed or
repurchased during the Fiscal Year. The
calculation of the amount on which the filing
fee is based as follows:
(i) Actual aggregate sale price for the
4,880,334 shares of common
stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$49,656,106
reduced by
(ii) Actual aggregate redemption
price of 855,476 shares of
common stock of the Portfolio
redeemed during the Fiscal Year.
$ 8,720,702
equals amount on which filing fee
is based.
$40,935,404
Based on the above calculation, $14,115.76 is
payable with respect to the registration of shares
of World Income Focus Fund Common Stock.
<PAGE>
XII. Global Utility Focus Fund Common Stock
1. No shares of common stock of the Portfolio
which had been registered under the
Securities Act other than pursuant to
Rule 24f-2 remained unsold at the beginning
of the Fiscal Year.
2. No shares of common stock of the Portfolio
were registered under the Securities Act during
the Fiscal Year other than pursuant to Rule
24f-2.
3. 9,794,562 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
_______________
*The aggregate sale price of all shares of Global
Utility Focus Fund Common Stock sold during the
Fiscal Year was $101,325,529. All of such shares
were sold in reliance upon registration pursuant
to Rule 24f-2.
4. 9,794,562 shares of common stock of the
Portfolio were sold during the Fiscal Year
in reliance upon registration pursuant to
Rule 24f-2. Transmitted with this Notice is
an opinion of Rogers & Wells, counsel for
the Fund, indicating that the securities the
registration of which this Notice makes
definite in number were legally issued, fully
paid and non-assessable.
5. In accordance with Paragraph (c) of
Rule 24f-2, the fee of $34,218.49 has been
wired. Such fee which relates to the 9,794,562
shares referred to in Paragraph 4, is based
upon the actual 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
the common stock of the Portfolio redeemed or
repurchased during the Fiscal Year. The
calculation of the amount on which the filing
fee is based as follows:
(i) Actual aggregate sale price for the
9,794,562 shares of common
stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$101,325,529
reduced by
(ii) Actual aggregate redemption
price of 201,232 shares of
common stock of the Portfolio
redeemed during the Fiscal Year.
$ 2,092,591
equals amount on which filing fee
is based.
$ 99,232,938
Based on the above calculation, $34,218.49 is
payable with respect to the registration of shares
of Global Utility Focus Fund Common Stock.
<PAGE>
XIII. Basic Value Focus Fund Common Stock
1. No shares of common stock of the Portfolio
which had been registered under the
Securities Act other than pursuant to
Rule 24f-2 remained unsold at the beginning
of the Fiscal Year.
2. No shares of common stock of the Portfolio
were registered under the Securities Act during
the Fiscal Year other than pursuant to Rule
24f-2.
3. 4,316,053 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
_______________
*The aggregate sale price of all shares of Basic
Value Focus Fund Common Stock sold during the
Fiscal Year was $47,688,307.
4. 4,316,053 shares of common stock of the
Portfolio were sold during the Fiscal Year
in reliance upon registration pursuant to
Rule 24f-2. Transmitted with this Notice
is an opinion of Rogers & Wells, counsel
for the Fund, indicating that the securities the
registration of which this Notice makes
definite in number were legally issued, fully
paid and non-assessable.
5. In accordance with Paragraph (c) of
Rule 24f-2, the fee of $15,701.50 has
been wired. Such fee which relates to
the 4,316,053 shares referred to in
Paragraph 4, is based upon the actual
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 the common
stock of the Portfolio redeemed or
repurchased during the Fiscal Year. The
calculation of the amount on which the filing
fee is based as follows:
(i) Actual aggregate sale price for the
4,316,053 shares of common
stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$47,688,307
reduced by
(ii) Actual aggregate redemption
price of 202,978 shares of
common stock of the Portfolio
redeemed during the Fiscal Year.
$ 2,154,283
equals amount on which filing fee
is based.
$45,534,024
Based on the above calculation, $15,701.50 is
payable with respect to the registration of shares
of Basic Value Focus Fund Common Stock.
<PAGE>
XIV. International Equity Fund Common Stock
1. No shares of common stock of the Portfolio
which had been registered under the
Securities Act other than pursuant to
Rule 24f-2 remained unsold at the beginning
of the Fiscal Year.
2. No shares of common stock of the Portfolio
were registered under the Securities Act during
the Fiscal Year other than pursuant to Rule
24f-2.
3. 6,976,839 shares of common stock of the
Portfolio were sold during the Fiscal Year.*
_______________
*The aggregate sale price of all shares of
International Equity Fund Common Stock sold during
the Fiscal Year was $72,732,083. All of such
shares were sold in reliance upon registration
pursuant to Rule 24f-2.
4. 6,976,839 shares of common stock of the
Portfolio were sold during the Fiscal Year
in reliance upon registration pursuant to
Rule 24f-2. Transmitted with this Notice is
an opinion of Rogers & Wells, counsel for
the Fund, indicating that the securities the
registration of which this Notice makes
definite in number were legally issued, fully
paid and non-assessable.
5. In accordance with Paragraph (c) of
Rule 24f-2, the fee of $22,190.72 has
been wired. Such fee which relates to
the 6,976,839 shares referred to in
Paragraph 4, is based upon the
actual 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 the common
stock of the Portfolio redeemed or
repurchased during the Fiscal Year. The
calculation of the amount on which the filing
fee is based as follows:
(i) Actual aggregate sale price for the
6,976,839 shares of common
stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$72,732,083
reduced by
(ii) Actual aggregate redemption
price of 804,344 shares of
common stock of the Portfolio
redeemed during the Fiscal Year.
$ 8,379,435
equals amount on which filing fee
is based.
$64,352,648
Based on the above calculation, $22,190.72 is
payable with respect to the registration of shares
of International Equity Fund Common Stock.
Please direct any questions relating to this
filing to Michael J. Hennewinkel at Merrill Lynch
Asset Management, P.O. Box 9011, Princeton, N.J.
08543-9011, (609) 282-2024, or Leonard B. Mackey
Jr. at Rogers & Wells, 200 Park Avenue, New York,
New York 10166, (212) 878-8000.
Very truly yours,
MERRILL LYNCH VARIABLE SERIES
FUNDS, INC.
By /s/ Michael J. Hennewinkel
- - - - - - - - - - - - - - -
Michael J. Hennewinkel
Secretary
[Rogers & Wells Letterhead]
February 26, 1994
Merrill Lynch Variable
Series Funds, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Gentlemen:
We have acted as counsel to Merrill Lynch
Variable Series Funds, Inc. (the "Fund") in connection
with the sale of 492,214,168 shares of common stock,
par value $0.10 per share (the "Common Stock"), of
the Fund pursuant to the Distribution Agreement between
the Fund and Merrill Lynch Funds Distributor, Inc.
(the "Distribution Agreement"). You have asked us to
furnish certain legal opinions in connection with the filing of a
notice (the "Notice") under Rule 24f-2 of the Investment
Company Act of 1940, as amended (the "Act").
For purposes of the opinions expressed in
this letter, we have examined the Articles of
Incorporation, as amended through the date hereof,
the Distribution Agreement and such other documents
and questions of law as we have deemed necessary
or advisable. As to relevant matters of fact not
independently established, we have relied upon
such representations, certificates, and other documents
as we deemed appropriate.
Based on the foregoing, we are of the opinion
that when (a) the 6,342,376 shares of the Fund's Reserve
Assets Fund Common Stock referred to in paragraph 4
of Part I of the Notice; (b) the 18,166,471 shares of the
Fund's Prime Bond Fund Common Stock referred to
in paragraph 4 of Part II of the Notice; (c) the 11,096,856
shares of the Fund's High Current Income Fund Common
Stock referred to in paragraph 4 of Part III of the Notice;
(d) the 3,715,936 shares of the Fund's Equity Growth Fund
Common Stock referred to in paragraph 4 of Part IV of the
Notice; (e) the 7,584,386 shares of the Fund's Quality
Equity Fund Common Stock referred to in paragraph 4
of Part V of the Notice; (f) the 1,268,742 shares of the
Fund's Natural Resources Focus Fund Common Stock
referred to in paragraph 4 of Part VI of the Notice;
(g) the 6,911,886 shares of the Fund's Flexible Strategy
Fund Common Stock referred to in paragraph 4 of Part
VII of the Notice; (h) the 6,659,885 shares of the Fund's
American Balanced Fund Common Stock referred to in
paragraph 4 of Part VIII of the Notice; (i) the
<PAGE>
[Rogers & Wells Letterhead]
Merrill Lynch Variable 2 February 26, 1994
Series Funds, Inc.
371,125,144 shares of the Fund's Domestic Money
Market Fund Common Stock referred to in paragraph 4 of
Part IX of the Notice; (j) the 20,813,811 shares of the
Fund's Global Strategy Focus Fund Common Stock
referred to in paragraph 4 of Part X of the Notice; (k)
the 4,880,334 shares of the Fund's World Income
Focus Fund Common Stock referred to in paragraph 4
of Part XI of the Notice; (l) the 9,794,562 shares of
the Fund's Global Utility Focus Fund Common Stock
referred to in paragraph 4 of Part XII of the Notice;
(m) the 4,316,053 shares of the Fund's Basic Value
Focus Fund Common Stock referred to in paragraph 4
of Part XIII of the Notice; and (n) the 6,976,839
shares of the Fund's International Equity Fund
Common Stock referred to in paragraph 4 of Part XIV
of the Notice were sold during the fiscal year ended
December 31, 1993 pursuant to the Distribution
Agreement in reliance upon registration pursuant
to Rule 24f-2 of the Act and in accordance with
the currently effective prospectus of the
Fund, the shares referred to in clauses (a), (b), (c),
(d), (e), (f), (g), (h), (i), (j), (k), (l), (m) and (n)
were legally issued, fully paid and non-assessable.
Very truly yours,
/s/ Rogers & Wells
