December 27, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH RETIREMENT RESERVES
MONEY FUND OF THE
MERRILL LYNCH RETIREMENT SERIES TRUST
File No. 2-74584
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Retirement Reserves Money Fund of the
Merrill Lynch Retirement Series Trust (the "Fund")
hereby files its Rule 24f-2 Notice (the "Notice").
1. The Notice is being filed for the fiscal year
of the Fund ended October 31, 1994 (the "Fiscal
Year").
2. No shares of beneficial interest of the Fund
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.
3. No shares of beneficial interest were
registered under the Securities Act during the
Fiscal Year other than pursuant to Rule 24f-2.
4. 22,552,419,060 shares of beneficial interest
were sold during the Fiscal Year.*
5. 22,552,419,060 shares of beneficial interest
were sold during the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2.
Transmitted with the Notice is an opinion of
Brown & Wood, counsel for the Fund, indicating
that the securities the registration of which
this Notice makes definite in number were
legally issued, fully paid for and non-
assessable.
6. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $31,871.14 has been wired. Such fee
which relates to the 22,552,419,060 shares of
beneficial interest referred to in Paragraph 5
is based upon the 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
beneficial interest redeemed or repurchased
during the Fiscal Year. The Fund did not
apply the redemption or repurchase price of
any shares of beneficial interest redeemed or
repurchased during the Fiscal Year pursuant to
Rule 24e-2(a) in filings made pursuant to
Section 24(e)(1) of the Investment Company Act
of 1940. The calculation of the amount on
which the filing fee is based as follows:
(i) Aggregate sale price for the
22,552,419,060 shares of beneficial
interest sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2.
$22,552,419,060
reduced by
(ii) Aggregate redemption price for
the 22,459,993,404 shares of
beneficial interest redeemed
during the Fiscal Year.
$22,459,993,404
equals amount on which filing fee is based
$ 92,425,656
Based upon the above calculation, $31,871.14 is
payable with respect to the registration of
22,552,419,060 shares of beneficial interest of
the Fund.
Please direct any questions relating to this
filing to Mark B. Goldfus at Merrill Lynch Asset
Management, P.O. Box 9011, Princeton, N.J. 08543-
9011, (609) 282-2023, or to Laurin Blumenthal
Kleiman at Brown & Wood, One World Trade Center,
New York, New York 10048, (212) 839-5525.
Very truly yours,
MERRILL LYNCH RETIREMENT RESERVES MONEY FUND
OF THE MERRILL LYNCH RETIREMENT SERIES TRUST
By /s/ Jaclyn Scheck
- - - - - - - - - - -
Jaclyn Scheck
Assistant Secretary
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
December 21, 1994
Merrill Lynch Retirement Series Trust
P.O. Box 9011
Princeton, New Jersey 08543-9011
Ladies and Gentlemen:
This opinion is furnished in connection with the notice (the
"Notice") to be filed by Merrill Lynch Retirement Series Trust, a
Massachusetts business trust (the "Trust"), with the Securities
and Exchange Commission pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended. The Notice is being
filed to make definite the registration under the Securities Act
of 1933, as amended, of 22,552,419,060 shares of beneficial
interest, par value $0.10 per share, of the Trust (the "Shares")
which were sold during the Trust's fiscal year ended October 31,
1994. The Shares all relate to the series designated Merrill
Lynch Retirement Reserves Money Fund, which is the only existing
series of the Trust.
As counsel for the Trust, we are familiar with the
proceedings taken by it in connection with the authorization,
issuance and sale of the Shares. In addition, we have examined
and are familiar with the Declaration of Trust of the Trust, the
By-Laws of the Trust and such other documents as we have deemed
relevant to the matters referred to in this opinion.
Based upon the foregoing, we are of the opinion that the
Shares were legally issued, fully paid and non-assessable.
In rendering this opinion, we have relied as to matters of
Massachusetts law upon an opinion of Bingham, Dana & Gould, dated
December 21, 1994, rendered to the Trust.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an attachment to the
Notice.
Very truly yours,
