February 28, 1995
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,
1994 (the "Fiscal Year") and covers
each of the following seventeen classes
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, World Income
Focus Fund Common Stock, Global
Utility Focus Fund Common Stock,
Basic Value Focus Fund Common Stock,
International Equtiy Fund Common Stock,
International Bond Fund Common Stock,
Intermediate Government Bond Fund
Common Stock and Developing Capital
Markets Focus Fund Common Stock
(collectively referred to herein as the
"Portfolios").
Set forth below is the information
required by Rule 24f-2 for each class
of Common Stock of the Fund.
Included in such information are the
calculations on which the filing fee of
$499,198.56 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. 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. 19,180,364 shares of common stock
of the Portfolio were sold during the
Fiscal Year.*
4. 19,180,364 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 $280.12 has
been wired. Such fee which relates
to the 19,180,364 shares referred to
in Paragraph 4, is based upon the
actual aggregate sales 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 is as
follows:
(i) Actual aggregate sale price for
the 19,180,364 shares of common
stock of the portfolio sold during
the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2. $19,180,364
_______________
*The aggregate sale price of all shares
of Reserve Assets Fund Common Stock
sold during the Fiscal Year was
$19,180,364. All of such shares were
sold in reliance upon registration
pursuant to Rule 24f-2. See paragraph
5 for the aggregate sale price of shares
sold in reliance upon Rule 24f-2.
<PAGE>
reduced by
(ii) Actual aggregate redemption price
of the 18,368,014 shares of
common stock of the Portfolio
redeemed during the Fiscal Year. $18,368,014
equals amount on which filing fee
is based. $ 812,350
Based on the above calculation,
$280.12 is payable with respect
to the registration of shares of
Reserve Assets Fund Common
Stock.
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. 9,962,468 shares of common stock
of the Portfolio were sold during the
Fiscal Year.*
4. 9,962,468 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 $32,572.17
has been wired. Such fee which
relates to the 9,962,468 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:
_____________
*The aggregate sale price of all shares
of Prime Bond Fund Common Stock sold
during the Fiscal Year was $118,092,307.
All of such shares were sold in reliance
upon registration pursuant to Rule 24f-2.
See paragraph 5 for the aggregate sale
price of shares sold in reliance upon
registration pursuant to Rule 24f-2.
<PAGE>
(i) Actual aggregate sale price
for the 9,962,468 shares of
common stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2. $118,092,307
reduced by
(ii) Actual aggregate redemption
price of 2,052,800 shares of
common stock of the Portfolio
redeemed during the Fiscal
Year. $ 23,633,675
equals amount on which filing fee
is based. $ 94,458,632
Based on the above calculation,
$32,572.17 is payable with respect
to the registration of shares of Prime
Bond Fund Common Stock.
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. 10,081,695 shares of common
stock of the Portfolio were sold
during the Fiscal Year.*
4. 10,081,695 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.
_______________
*The aggregate sale price of all
shares of High Current Income
Fund Common Stock sold during
the Fiscal Year was $116,511,262.
All of such shares were sold in
reliance upon registration pursuant
to Rule 24f-2.
<PAGE>
5. In accordance with Paragraph (c)
of Rule 24f-2, the fee of $34,741.41
has been wired. Such fee which
relates to the 10,081,695 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
10,081,695 shares of common
stock of the Portfolio sold
during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2. $116,511,262
reduced by
(ii) Actual aggregate redemption
price of 1,381,220 shares of
common stock of the Portfolio
redeemed during the Fiscal Year. $ 15,761,890
equals amount on which filing fee
is based. $100,749,372
Based on the above calculation,
$34,741.41 is payable with respect
to the registration of shares of High
Current Income Fund Common Stock.
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. 4,244,767 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 $84,908,525.
All of such shares were sold in
reliance upon registration
pursuant to Rule 24f-2.
<PAGE>
4. 4,244,767 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 $28,076.59
has been wired. Such fee which
relates to the 4,244,767 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 4,244,767 shares of common
stock of the Portfolio sold during
the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2. $84,908,525
reduced by
(ii) Actual aggregate redemption
price of 178,315 shares of
common stock of the Portfolio
redeemed during the Fiscal
Year. $ 3,486,970
equals amount on which filing fee
is based. $81,421,555
Based on the above calculation,
$28,076.59 is payable with respect
to the registration of shares of Equity
Growth Fund Common Stock.
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.
<PAGE>
3. 6,335,594 shares of common
stock of the Portfolio were sold
during the Fiscal Year.*
4. 6,335,594 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 $56,625.44
has been wired. Such fee which
relates to the 6,335,594 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 6,335,594 shares of
common stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2. $177,474,655
reduced by
(ii) Actual aggregate redemption
price of 476,786 shares of
common stock of the Portfolio
redeemed during the Fiscal
Year. $ 13,262,021
equals amount on which filing fee
is based. $164,212,634
Based on the above calculation,
$56,625.44 is payable with respect
to the registration of shares of
Quality Equity Fund Common Stock.
_______________
*The aggregate sale price of all
shares of Quality Equity Fund
Common Stock sold during the
Fiscal Year was $177,474,655.
All of such shares were sold in
reliance upon registration
pursuant to Rule 24f-2.
<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. 2,431,502 shares of common
stock of the Portfolio were sold
during the Fiscal Year.*
4. 2,431,502 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 $8,743.17
has been wired. Such fee which
relates to the 2,431,502 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 2,431,502 shares of common
stock of the Portfolio sold during
the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2. $26,836,585
_______________
*The aggregate sale price of all shares
of Natural Resources Focus Fund
Common Stock sold during the Fiscal
Year was $26,836,585. All of such
shares were sold in reliance upon
registration pursuant to Rule 24f-2.
<PAGE>
reduced by
(ii) Actual aggregate redemption
price of 134,053 shares of
common stock of the Portfolio
redeemed during the Fiscal Year. $ 1,481,555
equals amount on which filing fee
is based.
$25,355,030
Based on the above calculation,
$8,743.17 is payable with respect
to the registration of shares of
Natural Resources Focus Fund
Common Stock.
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. 6,842,583 shares of common
stock of the Portfolio were sold
during the Fiscal Year.*
4. 6,842,583 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
$30,998.61 has been wired.
Such fee which relates to the
6,842,583 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:
_______________
*The aggregate sale price of all
shares of Flexible Strategy Fund
Common Stock sold during the
Fiscal Year was $103,469,524.
All of such shares were sold in
reliance upon registration
pursuant to Rule 24f-2.
<PAGE>
(i) Actual aggregate sale
price for the 6,842,583
shares of common stock
of the Portfolio sold during
the Fiscal Year in reliance
upon registration pursuant
to Rule 24f-2. $103,469,524
reduced by
(ii) Actual aggregate redemption
price of 904,823 shares of
common stock of the Portfolio
redeemed during the Fiscal Year. $ 13,574,190
equals amount on which filing fee
is based. $ 89,895,334
Based on the above calculation,
$30,998.61 is payable with respect
to the registration of shares of
Flexible Strategy Fund Common Stock.
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. 4,208,232 shares of common
stock of the Portfolio were sold
during the Fiscal Year.*
4. 4,208,232 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.
_______________
*The aggregate sale price of all
shares of American Balanced
Fund Common Stock sold during
the Fiscal Year was $56,940,221.
All of such shares were sold in
reliance upon registration pursuant
to Rule 24f-2.
<PAGE>
5. In accordance with Paragraph
(c) of Rule 24f-2, the fee of
$17,046.00 has been wired.
Such fee which relates to the
4,208,232 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 4,208,232 shares of
common stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2. $56,940,221
reduced by
(ii) Actual aggregate redemption
price of 565,599 shares of
common stock of the Portfolio
redeemed during the Fiscal Year. $ 7,507,172
equals amount on which filing fee
is based. $49,433,049
Based on the above calculation,
$17,046.00 is payable with respect
to the registration of shares of
American Balanced Fund Common
Stock.
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. 458,988,915 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 $458,988,915.
All of such shares were sold in
reliance upon registration pursuant
to Rule 24f-2.
<PAGE>
4. 458,988,915 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
$62,566.50 has been wired. Such
fee which relates to the
458,988,915 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
458,988,915 shares of common
stock of the Portfolio sold during
the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2. $458,988,915
reduced by
(ii) Actual aggregate redemption
price of 277,547,347 shares of
common stock of the Portfolio
redeemed during the Fiscal Year. $277,547,347
equals amount on which filing fee
is based. $181,441,568
Based on the above calculation,
$62,566.50 is payable with respect
to the registration of shares of Domestic
Money Market Fund Common Stock.
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.
<PAGE>
3. 22,592,355 shares of common stock
of the Portfolio were sold during the
Fiscal Year.*
4. 22,592,355 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 $88,644.42
has been wired. Such fee which
relates to the 22,592,355 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 22,592,355 shares
of common stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2. $274,822,981
reduced by
(ii) Actual aggregate redemption
price of 1,462,140 shares of
common stock of the Portfolio
redeemed during the Fiscal Year. $ 17,755,958
equals amount on which filing fee
is based. $257,067,023
Based on the above calculation,
$88,644.42 is payable with respect
to the registration of shares of Global
Strategy Focus Fund Common Stock.
_______________
*The aggregate sale price of all shares
of Global Strategy Focus Fund
Common Stock sold during the Fiscal
Year was $274,822,981. All of such
shares were sold in reliance upon
registration pursuant to Rule 24f-2.
<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. 3,613,258 shares of common
stock of the Portfolio were sold
during the Fiscal Year.*
4. 3,613,258 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 $9,472.00
has been wired. Such fee which
relates to the 3,613,258 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 3,613,258 shares of
common stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2. $35,765,361
_______________
*The aggregate sale price of all
shares of World Income Focus
Fund Common Stock sold during
the Fiscal Year was $35,765,361.
All of such shares were sold in
reliance upon registration pursuant
to Rule 24f-2.
<PAGE>
reduced by
(ii) Actual aggregate redemption
price of 870,578 shares of
common stock of the Portfolio
redeemed during the Fiscal Year. $ 8,296,766
equals amount on which filing fee
is based. $27,468,595
Based on the above calculation,
$9,472.00 is payable with respect
to the registration of shares of World
Income Focus Fund Common Stock.
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. 4,446,449 shares of common
stock of the Portfolio were sold
during the Fiscal Year.*
4. 4,446,449 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 $11,276.16
has been wired. Such fee which
relates to the 4,446,449 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:
_______________
*The aggregate sale price of all shares
of Global Utility Focus Fund Common
Stock sold during the Fiscal Year was
$45,407,839. All of such shares were
sold in reliance upon registration
pursuant to Rule 24f-2.
<PAGE>
(i) Actual aggregate sale price for
the 4,446,449 shares of
common stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2. $45,407,839
reduced by
(ii) Actual aggregate redemption
price of 1,299,696 shares of
common stock of the Portfolio
redeemed during the Fiscal
Year. $12,707,195
equals amount on which filing fee
is based. $32,700,644
Based on the above calculation,
$11,276.16 is payable with respect
to the registration of shares of
Global Utility Focus Fund Common
Stock.
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. 10,588,519 shares of common
stock of the Portfolio were sold
during the Fiscal Year.*
4. 10,588,519 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.
_______________
*The aggregate sale price of all shares
of Basic Value Focus Fund Common
Stock sold during the Fiscal Year was
$116,031,032. All of such shares were
sold in reliance upon registration
pursuant to Rule 24f-2.
<PAGE>
5. In accordance with Paragraph (c)
of Rule 24f-2, the fee of $39,638.92
has been wired. Such fee which
relates to the 10,588,519 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 10,588,519 shares of common
stock of the Portfolio sold during
the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2. $116,031,032
reduced by
(ii) Actual aggregate redemption
price of 99,204 shares of
common stock of the Portfolio
redeemed during the Fiscal Year. $ 1,078,972
equals amount on which filing fee
is based. $114,952,060
Based on the above calculation,
$39,638.92 is payable with respect
to the registration of shares of Basic
Value Focus Fund Common Stock.
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. 15,762,751 shares of common
stock of the Portfoliowere sold
during the Fiscal Year.*
_______________
*The aggregate sale price of all
shares of International Equity
Fund Common Stock sold during
the Fiscal Year was $177,512,550.
All of such shares were sold in
reliance upon registration pursuant
to Rule 24f-2.
<PAGE>
4. 15,762,751 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 $60,632.86
has been wired. Such fee which
relates to the 15,762,751 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 15,762,751 shares of
common stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2. $177,512,550
reduced by
(ii) Actual aggregate redemption
price of 149,766 shares of
common stock of the Portfolio
redeemed during the Fiscal
Year. $ 1,678,473
equals amount on which filing fee
is based. $175,834,077
Based on the above calculation,
$60,632.86 is payable with respect
to the registration of shares of
International Equity Fund Common
Stock.
XV. International 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.
<PAGE>
3. 532,215 shares of common
stock of the Portfolio were
sold during the Fiscal Year.*
4. 532,215 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 $1,679.29
has been wired. Such fee which
relates to the 532,215 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 532,215 shares of
common stock of the Portfolio
sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2. $5,218,763
reduced by
(ii) Actual aggregate redemption
price of 35,652 shares of
common stock of the Portfolio
redeemed during the Fiscal
Year. $ 348,847
equals amount on which filing fee
is based. $4,869,916
Based on the above calculation,
$1,679.29 is payable with respect
to the registration of shares of
International Bond Fund Common
Stock.
_______________
*The aggregate sale price of all
shares of International Bond Fund
Common Stock sold during the
Fiscal Year was $5,218,763. All
of such shares were sold in
reliance upon registration pursuant
to Rule 24f-2.
<PAGE>
XVI. Intermediate Government 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. 1,580,746 shares of common
stock of the Portfolio were sold
during the Fiscal Year.*
4. 1,580,746 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 $5,390.13
has been wired. Such fee which
relates to the 1,580,746 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 1,580,746 shares of common
stock of the Portfolio sold during
the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2. $15,798,020
_______________
*The aggregate sale price of all
shares of Intermediate Government
Bond Fund Common Stock sold
during the Fiscal Year was
$15,798,020. All of such shares
were sold in reliance upon
registration pursuant to Rule 24f-2.
<PAGE>
reduced by
(ii) Actual aggregate redemption
price of 16,719 shares of
common stock of the Portfolio
redeemed during the Fiscal Year. $ 166,738
equals amount on which filing fee
is based. $15,631,282
Based on the above calculation,
$5,390.13 is payable with respect
to the registration of shares of
Intermediate Government Bond Fund
Common Stock.
XVII. Developing Capital Markets
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. 3,089,579 shares of common
stock of the Portfolio were sold
during the Fiscal Year.*
4. 3,089,579 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
$10,814.77 has been wired. Such
fee which relates to the 3,089,579
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:
_______________
*The aggregate sale price of all shares of
Developing Capital Markets Focus Fund
Common Stock sold during the Fiscal
Year was $31,702,122. All of such shares
were sold in reliance upon registration
pursuant to Rule 24f-2.
<PAGE>
(i) Actual aggregate sale price for
the 3,089,579 shares of common
stock of the Portfolio sold during
the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2. $31,702,122
reduced by
(ii) Actual aggregate redemption
price of 33,668 shares of
common stock of the Portfolio
redeemed during the Fiscal Year. $ 339,498
equals amount on which filing fee
is based. $31,362,624
Based on the above calculation,
$10,814.77 is payable with respect
to the registration of shares of
Developing Capital Markets Focus
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 24, 1995
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 its seventeen classes of shares
of common stock (the "Common Stock")
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, 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 19,180,364
shares of the Fund's Reserve Assets Fund
Common Stock referred to in paragraph
4 of Part I of the Notice; (b) the 9,962,468
shares of the Fund's Prime Bond Fund
Common Stock referred to in paragraph 4
of Part II of the Notice; (c) the 10,081,695
shares of the Fund's High Current Income
Fund Common Stock referred to in
paragraph 4 of Part III of the Notice; (d)
the 4,244,767 shares of the Fund's Equity
Growth Fund Common Stock referred to
in paragraph 4 of Part IV of the Notice; (e)
the 6,335,594 shares of the Fund's Quality
Equity Fund Common Stock referred to in
paragraph 4 of Part V of the Notice; (f) the
2,431,502 shares of the Fund's Natural
Resources Focus Fund Common Stock
referred to in paragraph 4 of Part VI of the
Notice; (g) the 6,842,583 shares of the
Fund's Flexible Strategy Fund Common
Stock referred to in paragraph 4 of Part
VII of the Notice; (h) the 4,208,232
shares of the Fund's American Balanced
Fund Common Stock referred to in
paragraph 4 of Part VIII of the Notice;
(i) the 458,988,915 shares of the Fund's
Domestic Money Market Fund Common
Stock referred to in paragraph 4 of Part IX
of the Notice; (j) the 22,592,355 shares
of the Fund's Global Strategy Focus
Fund Common Stock referred to in
paragraph 4 of Part X of the Notice; (k)
the 3,613,258 shares of the Fund's
World Income Focus Fund Common Stock
referred to in paragraph 4 of Part XI of the
Notice; (l) the 4,446,449 shares of the
Fund's Global Utility Focus Fund Common
Stock referred to in paragraph 4 of Part XII
of the Notice; (m) the 10,588,519 shares
of the Fund's Basic Value Focus Fund
Common Stock referred to in paragraph 4
of Part XIII of the Notice; (n) the 15,762,751
shares of the Fund's International Equity Fund
Common Stock referred to in paragraph 4 of
Part XIV of the Notice; (o) the 532,215 shares
of the Fund's International Bond Fund
Common Stock referred to in paragraph 4 of
Part XV of the Notice; (p) the 1,580,746
shares of the Fund's Intermediate
Government Bond Fund Common Stock
referred to in paragraph 4 of Part XVI of the
Notice and (q) the 3,089,579 shares of the
Fund's Developing Markets Capital Focus Fund
Common Stock referred to in paragraph 4 of
Part XVII of the Notice were sold during the
fiscal year ended December 31, 1994 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), (n), (o), (p) and
(q) were legally issued, fully paid and
non-assessable.
Very truly yours,
/s/ Rogers & Wells
cc: Michael J. Hennewinkel
