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 Variable Series Fund, 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:
Domestic Money Market Fund
Reserve Assets Fund
Prime Bond Fund
High Current Income Fund
Quality Equity Fund
Equity Growth Fund
Natural Resources Focus Fund
American Balanced Fund
Flexible Strategy Fund
Global Strategy Focus Fund
Basic Value Focus Fund
International Bond Fund
Global Bond Focus Fund
(formerly World Income Focus Fund)
Global Utility Focus Fund
International Equity Focus Fund
Developing Capital Markets Focus Fund
Government Bond Fund
(formerly Intermediate Government Bond Fund)
Index 500 Fund
Please note that due to a reclassification of shares
that occurred on December 6, 1996, all shares of
Flexible Strategy Fund outstanding at that date
were reclassified as shares of Global Strategy Focus
Fund, and all shares of International Bond Fund
outstanding at that date were reclassified as shares
of Global Bond Focus Fund. The purchase and
redemption data for the shares of Flexible Strategy
Fund and International Bond Fund have been
combined with the data for the shares of the funds
into which they were reclassified.
3. Investment Company Act File Number: 811-3290
Securities Act File Number: 2-74452
4. Last day of fiscal year for which this notice is filed:
December 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:
Domestic Money Market Fund 0 shares
Reserve Assets Fund 0 shares
Prime Bond Fund 0 shares
High Current Income Fund 0 shares
Quality Equity Fund 0 shares
Equity Growth Fund 0 shares
Natural Resources Focus Fund 0 shares
American Balanced Fund 0 shares
Global Strategy Focus Fund 0 shares
(includes 0 shares of Flexible Strategy Fund
prior to reclassification on 12/6/96)
Basic Value Focus Fund 0 shares
Global Bond Focus Fund 0 shares
(formerly World Income Focus Fund)
(includes 0 shares of International Bond Fund
prior to reclassification on 12/6/96)
Global Utility Focus Fund 0 shares
International Equity Focus Fund 0 shares
Developing Capital Markets Focus Fund 0 shares
Government Bond Fund 0 shares
(formerly Intermediate Government Bond Fund)
Index 500 Fund 0 shares
Total 0 shares
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
Domestic Money Market Fund 0 shares
Reserve Assets Fund 0 shares
Prime Bond Fund 0 shares
High Current Income Fund 0 shares
Quality Equity Fund 0 shares
Equity Growth Fund 0 shares
Natural Resources Focus Fund 0 shares
American Balanced Fund 0 shares
Global Strategy Focus Fund 0 shares
(includes 0 shares of Flexible Strategy Fund
prior to reclassification on 12/6/96)
Basic Value Focus Fund 0 shares
Global Bond Focus Fund 0 shares
(formerly World Income Focus Fund)
(includes 0 shares of International Bond Fund
prior to reclassification on 12/6/96)
Global Utility Focus Fund 0 shares
International Equity Focus Fund 0 shares
Developing Capital Markets Focus Fund 0 shares
Government Bond Fund 0 shares
(formerly Intermediate Government Bond Fund)
Index 500 Fund 0 shares
Total 0 shares
9. Number and aggregate sale price of securities sold during
the fiscal year:
Domestic Money Market Fund 103,681,145 shares $103,681,145
Reserve Assets Fund 6,967,844 shares $6,967,844
Prime Bond Fund 5,521,436 shares $65,068,418
High Current Income Fund 3,441,094 shares $38,643,510
Quality Equity Fund 1,934,738 shares $58,210,337
Equity Growth Fund 3,897,758 shares $99,038,352
Natural Resources Focus Fund 450,602 shares $5,663,127
American Balanced Fund 578,134 shares $8,724,352
Global Strategy Focus Fund 1,666,431 shares $22,274,501
(includes 475,467 shares valued at $ 7,309,778 of
Flexible Strategy Fund prior to reclassification on 12/6/96)
Basic Value Focus Fund 11,000,199 shares $149,832,843
Global Bond Focus Fund 1,411,573 shares $13,946,833
(formerly World Income Focus Fund)
(includes 567,478 shares valued at $5,710,584 of
International Bond Fund prior to reclassification on 12/6/96)
Global Utility Focus Fund 858,704 shares $9,800,413
International Equity Focus Fund 6,562,205 shares $75,036,616
Developing Capital Markets Focus Fund 4,462,492 shares $44,124,402
Government Bond Fund 4,677,811 shares $48,169,342
(formerly Intermediate Government Bond Fund)
Index 500 Fund 57,357 shares $582,138
Total 157,169,523 shares $749,764,173
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
Domestic Money Market Fund 103,681,145 shares $103,681,145
Reserve Assets Fund 6,967,844 shares $6,967,844
Prime Bond Fund 5,521,436 shares $65,068,418
High Current Income Fund 3,441,094 shares $38,643,510
Quality Equity Fund 1,934,738 shares $58,210,337
Equity Growth Fund 3,897,758 shares $99,038,352
Natural Resources Focus Fund 450,602 shares $5,663,127
American Balanced Fund 578,134 shares $8,724,352
Global Strategy Focus Fund 1,666,431 shares $22,274,501
(includes 475,467 shares valued at $ 7,309,778 of
Flexible Strategy Fund prior to reclassification on 12/6/96)
Basic Value Focus Fund 11,000,199 shares $149,832,843
Global Bond Focus Fund 1,411,573 shares $13,946,833
(formerly World Income Focus Fund)
(includes 567,478 shares valued at $5,710,584 of
International Bond Fund prior to reclassification on 12/6/96)
Global Utility Focus Fund 858,704 shares $9,800,413
International Equity Focus Fund 6,562,205 shares $75,036,616
Developing Capital Markets Focus Fund 4,462,492 shares $44,124,402
Government Bond Fund 4,677,811 shares $48,169,342
(formerly Intermediate Government Bond Fund)
Index 500 Fund 57,357 shares $582,138
Total 157,169,523 shares $749,764,173
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
Domestic Money Market Fund 13,824,990 shares $13,824,990
Reserve Assets Fund 1,182,349 shares $1,182,349
Prime Bond Fund 2,739,002 shares $32,511,472
High Current Income Fund 3,229,888 shares $36,130,450
Quality Equity Fund 3,478,605 shares $98,560,479
Equity Growth Fund 1,870,190 shares $45,444,509
Natural Resources Focus Fund 122,221 shares $1,463,255
American Balanced Fund 554,530 shares $8,210,811
Global Strategy Focus Fund 4,664,703 shares $67,854,568
(includes 3,630,539 shares valued at $ 55,155,041 of
Flexible Strategy Fund prior to reclassification on 12/6/96)
Basic Value Focus Fund 1,724,353 shares $21,518,432
Global Bond Focus Fund 845,006 shares $8,227,214
(formerly World Income Focus Fund)
(includes 140,242 shares valued at $1,416,264 of
International Bond Fund prior to reclassification on 12/6/96)
Global Utility Focus Fund 595,856 shares $6,739,387
International Equity Focus Fund 334,488 shares $3,669,329
Developing Capital Markets Focus Fund 151,274 shares $1,385,673
Government Bond Fund 354,243 shares $3,668,029
(formerly Intermediate Government Bond Fund)
Index 500 Fund 0 shares $0
Total 35,671,698 shares $386,062,645
12. Calculation of registration fee:
A) Domestic Money Market Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $103,681,145
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $13,824,990
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $146,504,203
(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 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $0
B) Reserve Assets Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 6,967,844
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 1,182,349
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 10,800,490
(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 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $0
C) Prime Bond Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 65,068,418
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 32,511,472
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 28,829,074
(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), $ 68,750,816
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)]: $ 20,833.58
D) High Current Income Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 38,643,510
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 36,130,450
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 22,078,243
(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), $ 52,695,717
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)]: $15,968.40
E) Quality Equity Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 58,210,337
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 98,560,479
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 26,640,069
(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), $ 130,130,747
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)]: $39,433.56
F) Equity Growth Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 99,038,352
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 45,444,509
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 16,126,126
(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), $ 128,356,735
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)]: $ 38,895.98
G) Natural Resources Focus Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 5,663,127
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 1,463,255
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 9,240,146
(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 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0
H) American Balanced Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 8,724,352
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 8,210,811
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 29,368,082
(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 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0
I) Global Strategy Focus Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 22,274,501
(includes $ 7,309,778 of Flexible Strategy Fund
sold prior to reclassification on 12/6/96)
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 67,854,568
(includes $ 55,150,041 of Flexible Strategy Fund
issued prior to reclassification on 12/6/96)
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 418,771,857
(includes $ 338,542,725 of Flexible Strategy Fund
redeemed/repurchased prior to reclassification on 12/6/96)
(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 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0
J) Basic Value Focus Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 149,832,843
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 21,518,432
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 6,856,013
(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), $ 164,495,262
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)]: $ 49,847.05
K) Global Bond Focus Fund
(formerly World Income Focus Fund)
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 13,946,833
(includes $5,710,584 of International Bond Fund
sold prior to reclassification on 12/6/96)
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 8,227,214
(includes $1,416,264 of International Bond Fund
issued prior to reclassification on 12/6/96)
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 27,551,619
(includes $6,435,348 of International Bond Fund
redeemed/repurchased prior to reclassification on 12/6/96)
(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 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0
L) Global Utility Focus Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 9,800,413
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 6,739,387
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 32,963,476
(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 1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0
M) International Equity Focus Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 75,036,616
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 3,669,329
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 10,175,471
(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), $ 68,530,474
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)]: $ 20,766.81
N) Developing Captial Markets Focus Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 44,124,402
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 1,385,673
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 10,264,248
(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), $ 35,245,827
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)]: $ 10,680.55
O) Government Bond Fund
(formerly Intermediate Government Bond Fund)
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 48,169,342
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 3,668,029
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $ 2,234,202
(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), $ 49,603,169
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)]: $ 15,031.26
P) Index 500 Fund
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 582,138
(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): - $ 102
(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), $ 582,036
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)]: $ 176.38
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:
February 22, 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 February 22, 1997
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 "Company") in connection with the sale of fifteen 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 documents as we deemed appropriate.
Based on the foregoing, we are of the opinion that when (a) the
117,506,135 shares of the Company's Domestic Money Market Fund referred
to in paragraphs 10 and 11 of the Notice; (b) the 8,150,193 shares of the
Company's Reserve Assets Fund Common Stock referred to in paragraphs 10 and
11 of the Notice; (c) the 8,260,438 shares of the Company's Prime Bond Fund
Common Stock referred to in paragraphs 10 and 11 of the Notice; (d) the
6,670,982 shares of the Company's High Current Income Fund Common Stock
referred to in paragraphs 10 and 11 of the Notice;
(e) the 5,413,343 shares of the Company's Quality Equity Fund
Common Stock Fund referred to in paragraphs 10 and 11 of the Notice;
(f) the 5,767,948 shares of the Company's Equity Growth Fund Common
Stock referred to in paragraphs 10 and 11 of the Notice; (g) the 572,823
shares of the Company's Natural Resources Focus Fund Common Stock referred
to in paragraphs 10 and 11; (h) the 1,132,664 shares of the Company's
American Balanced Fund Common Stock referred to in paragraphs 10 and 11 of
the Notice; (i) the 6,331,134 shres of the Company's
Global Strategy Focus Fund Common Stock referred to in paragraphs 10 and
11 of the Notice; (j) the 12,724,552 shares of the Company's Basic
Value Focus Fund Common Stock referred to in paragraphs 10 and 11 of the
Notice; (k) the 2,256,579 shares of the Company's Global Bond Focus Fund
Common Stock referred to in paragraphs 10 and 11 of the Notice; (l) the
1,454,560 shares of the Company's Global Utility Focus Fund Common Stock
referred to in paragraphs 10 and 11 of the notice; (m) the 6,896,693
shares of the Company's International Equity Focus Fund Common Stock
referred to in paragraphs 10 and 11 of the Notice; (n) the 4,613,766
of the Company's Developing Capital Markets Focus Fund Common Stock
referred to in paragraphs 10 and 11 of the Notice; (o) the 5,032,054
shares of the Company's Government Bond Fund Common Stock referred
to in paragraphs 10 and 11 of the Notice; and (p) the 57,357 shares
of the Company's Index 500 Fund Common Stock referred to in paragraph
10 of the Notice were sold during the fiscal year ended December 31, 1996
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)
were legally issued, fully paid and non-assessable.
Very truly yours,
