June 29, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH FUNDS FOR INSTITUTIONS SERIES
Merrill Lynch Treasury Fund
Merrill Lynch Government Fund
Merrill Lynch Institutional Fund
Merrill Lynch Institutional Tax-Exempt Fund
File Nos. 33-14190 and 811-5149.
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Funds For Institutions Series (the "Trust")
hereby transmits its Rule 24f-2 Notice (the
"Notice") on behalf of four of its constituent
series: Merrill Lynch Treasury Fund, Merrill
Lynch Government Fund, Merrill Lynch Institutional
Fund and Merrill Lynch Institutional Tax-Exempt
Fund (each individually sometimes referred to
herein as a "Fund").
This Notice is being filed for the fiscal year of
each of the above referenced Funds ended April 30,
1995 (the "Fiscal Year").
Set forth below is the information required by
Rule 24f-2 for each Fund. Included in such
information are the calculations on which the
enclosed filing fee is based.
I. Merrill Lynch Treasury Fund
1. 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.
2. 159,391,705 shares of beneficial interest were
registered under the Securities Act during the
Fiscal Year other than pursuant to Rule 24f-2.
3. 2,288,760,430 shares of beneficial interest
were sold during the Fiscal Year.*
_______________
*The aggregate sale price of all shares of
beneficial interest of Merrill Lynch Treasury Fund
sold during the Fiscal Year was $2,288,760,430
See Paragraph 5 for the calculation of the
aggregate sale price of shares sold in reliance
upon Rule 24f-2.
<PAGE>
4. 2,129,368,725 shares of beneficial interest
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 Trust,
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 aggregate 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, no filing fee
is required in connection with the filing of
this Notice. The calculation of the amount on
which the filing fee is based is as follows:
(i) Actual aggregate sale price for
2,129,368,725 shares of beneficial
interest sold during the Fiscal Year
in reliance upon registration
pursuant to Rule 24f-2.
$2,129,368,725
reduced by
(ii) Aggregate redemption price for the
2,226,955,175 shares of beneficial
interest redeemed during the
Fiscal Year.
$2,226,955,175
equals amount on which the filing fee is based
$ -0-
II. Merrill Lynch Government Fund
1. No shares of beneficial interest of the Fund
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. 38,040,715 shares of beneficial interest were
registered under the Securities Act during the
Fiscal Year other than pursuant to Rule 24f-2.
3. 8,314,763,207 shares of beneficial interest
were sold during the Fiscal Year.*
4. 8,276,722,492 shares of beneficial interest
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 Trust,
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
beneficial interest of Merrill Lynch Government
Fund sold during the Fiscal Year was
$8,314,763,207. See Paragraph 5 for the
calculation of the aggregate sale price of shares
sold in reliance upon Rule 24f-2.
<PAGE>
5. Since the aggregate 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,
no filing fee is required in connection with the
filing of this Notice. The calculation of the
amount on which the filing fee is based is
as follows:
(i) Actual aggregate sale price for
8,276,722,492 shares of beneficial
interest sold during the Fiscal Year
in reliance upon registration
pursuant to Rule 24f-2.
$8,276,772,492
reduced by
(ii) Aggregate redemption price for the
8,313,348,347 shares of beneficial
interest redeemed during the
Fiscal Year.
$8,313,348,347
equals amount on which the filing fee is based
$ -0-
III. Merrill Lynch Institutional Fund
1. No shares of beneficial interest of the Fund
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. 1,045,818,297 shares of beneficial interest
were registered under the Securities Act
during the Fiscal year other than pursuant
to Rule 24f-2.
3. 63,113,089,823 shares of beneficial interest
were sold during the Fiscal Year.*
4. 62,067,271,526 shares of beneficial interest
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 Trust,
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
beneficial interest of Merrill Lynch
Institutional Fund sold during the Fiscal Year
was $63,113,089,823. See Paragraph 5 for the
calculation of the aggregate sales price of
shares sold in reliance upon Rule 24f-2.
<PAGE>
5. In accordance with Paragraph (c) of Rule 24f-2,
the filing fee of $537,310.53 has been
wired. Such fee, which relates to the
62,067,271,526 shares of beneficial interest
referred to in Paragraph 4, 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 is as follows:
(i) Actual aggregate sale price for
62,067,271,526 shares of beneficial
interest sold during the Fiscal Year
in reliance upon registration
pursuant to Rule 24f-2.
$62,067,271,526
reduced by
(ii) Aggregate redemption price for the
60,509,071,011 shares of beneficial
interest redeemed during the
Fiscal Year.
$60,509,071,011
equals amount on which the filing fee is based
$1,558,200,515
Based upon the above calculation, $537,310.53
is payable with respect to the registration of
62,067,271,526 shares of beneficial interest
of the Fund.
IV. Merrill Lynch Institutional Tax-Exempt Fund
1. No shares of beneficial interest of the Fund
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 beneficial interest were
registered under the Securities Act during the
Fiscal Year other than pursuant to Rule 24f-2.
3. 2,737,285,871 shares of beneficial interest
were sold during the Fiscal Year.*
4. 2,737,285,871 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
Rogers & Wells, counsel for the Trust,
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
beneficial interest of Merrill Lynch Institutional
Tax-Exempt Fund sold during the Fiscal Year was
$62,067,271,526. See Paragraph 5 for the
calculation of the aggregate sale price of shares
sold in reliance upon Rule 24f-2.
<PAGE>
5. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $1,379.68 has been wired. Such fee,
which relates to the 2,737,285,871 shares of
beneficial interest referred to in Paragraph
4, 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 is as follows:
(i) Actual aggregate sale price for the
2,737,285,871 shares of beneficial
interest sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2.
$2,737,285,871
reduced by
(ii) Actual aggregate redemption price for
the 2,733,284,809 shares of
beneficial interest redeemed
during the Fiscal Year.
$2,733,284,809
equals amount on which filing fee is based
$4,001,062
Based upon the above calculation, $1,379.68
is payable with respect to the registration of
2,737,285,871 shares of beneficial interest
of the Fund.
Please direct any questions relating to this
filing to Jerry Weiss at Merrill Lynch Asset
Management, P.O. Box 9011, Princeton, N.J.
08543- 9011, (609) 282-1727, or to Leonard B.
Mackey at Rogers & Wells, 200 Park Avenue,
New York, New York 10166, (212) 878-8000.
Very truly yours,
MERRILL LYNCH FUNDS FOR INSTITUTIONS
SERIES
By /s/ Jerry Weiss
- - - - - - - - - - -
Jerry Weiss
Secretary
s follows:
(i) Actual aggregate sale price for
62,067,271,526 shares of beneficial
interest
June 29, 1995
Merrill Lynch Funds
For Institutions Series
P.O. Box 9011
Princeton, New Jersey 08543-9011
Gentlemen:
We have acted as counsel to Merrill
Lynch Funds For Institutions Series (the "Trust")
in connection with the sale by the Trust of an
aggregate of 75,210,648,614 shares of beneficial
interest, par value $0.01 per share
(the "Beneficial Interest"), pursuant to the four
distribution agreements, each of which relates
to shares of one of the four funds comprising the
Trust, between the Trust and Merrill Lynch Funds
Distributor, Inc. (the "Distribution Agreements").
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
Trust's Declaration of Trust, as amended through
the date hereof, the Distribution Agreements 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 and certificates as we deemed
appropriate.
Based on the foregoing, we are of the
opinion that when (a) the 2,129,368,725 shares
of Merrill Lynch Treasury Fund Beneficial Interest
referred to in paragraph 4 of Part I of the Notice,
(b) the 8,276,722,492 shares of Merrill Lynch
Government Fund Beneficial Interest referred to
in paragraph 4 of Part II of the Notice, (c) the
62,067,271,526 shares of Merrill Lynch
Institutional Fund Beneficial Interest referred to in
paragraph 4 of Part III of the Notice and (d) the
2,737,285,871 shares of Merrill Lynch Institutional
Tax-Exempt Fund Beneficial Interest referred to in
paragraph 4 of Part IV of the Notice were sold
during the fiscal year ended April 30, 1995
pursuant to the Distribution Agreement relating
to each such Fund in reliance upon registration
pursuant to Rule 24f-2 of the Act and in
accordance with the currently effective prospectus
of the Trust, the shares referred to in clauses
(a), (b), (c) and (d) were legally issued, fully
paid and non-assessable.
Very truly yours,
