May 24, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
CMA MULTI-STATE MUNICIPAL SERIES TRUST
File Nos. 33-20580, 33-38833, 33-20463, 33-38834,
33-34608, 33-38835, 33-34609, 33-38780,
33-34610, 33-54492
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, CMA
Multi-State Municipal Series Trust (the "Trust")
hereby transmits its Rule 24f-2 Notice (the
"Notice") on behalf of ten of its constituent
series: CMA California, New York, Pennsylvania,
New Jersey Massachusetts, Connecticut, Michigan,
Ohio, North Carolina and Arizona Municipal Money
Funds, respectively (collectively referred to
herein as the "Funds").
This Notice is being filed for the fiscal year of
each of the above referenced Funds ended March 31,
1994 (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. CMA California Municipal Money 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. 208,461,118 shares of beneficial interest were
registered under the Securities Act during the
Fiscal Year other than pursuant to Rule 24f-2.
3. 3,766,542,841 shares of beneficial interest
were sold during the Fiscal Year.*
_______________
*The aggregate sale price of all shares of
beneficial interest sold during the Fiscal Year
was $3,766,542,841.
<PAGE>
4. 3,558,081,723 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 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
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 is as follows:
(i) Actual aggregate sale price for
3,558,081,723 shares of beneficial
interest sold during the Fiscal Year
in reliance upon registration
pursuant to Rule 24f-2.
$3,558,081,723
reduced by
(ii) Aggregate redemption price for the
3,576,552,548 shares of beneficial
interest redeemed during the
Fiscal Year.
$3,576,552,548
equals amount on which filing is based $ -0-
II. CMA New York Municipal Money 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. 2,072,057 shares of beneficial interest were
registered under the Securities Act during
the Fiscal Year other than pursuant to
Rule 24f-2.
3. 2,518,353,375 shares of beneficial interest
were sold during the Fiscal Year.*
4. 2,516,281,318 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.
_______________
*The aggregate sale price for all shares of
beneficial interest sold during the Fiscal Year
was $2,518,353,375.
<PAGE>
5. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $31,948.40 has been wired.
Such fee which relates to the 2,516,281,318
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 as follows:
(i) Aggregate sale price for the
2,516,281,318 shares of beneficial
interest sold during the Fiscal Year
in reliance upon registration
pursuant to Rule 24f-2.
$2,516,281,318
reduced by
(ii) Aggregate redemption price for
the 2,423,631,596 shares of beneficial
interest redeemed during the
Fiscal Year.
$2,423,631,596
equals amount on which filing fee is based
$ 92,649,722
Based upon the above calculation, $31,948.40 is
payable with respect to the registration of
2,516,281,318 shares of beneficial interest of the
Fund.
<PAGE>
III. CMA Pennsylvania Municipal Money 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. No shares of beneficial interest were
registered under the Securities Act during the
Fiscal Year other than pursuant to Rule 24f-2.
3. 1,153,799,544 shares of beneficial interest
were sold during the Fiscal Year.*
4. 1,153,799,544 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.
_______________
*The aggregate sale price of all shares of
beneficial interest sold during the Fiscal Year
was $1,153,799,544.
<PAGE>
5. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $4,151.44 has been wired.
Such fee which relates to the 1,153,799,544
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 as follows:
(i) Aggregate sale price for the
1,153,799,544 shares of beneficial
interest sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2.
$1,153,799,544
reduced by
(ii) Aggregate redemption price for
the 1,141,760,453 shares of
beneficial interest redeemed
during the Fiscal Year.
$1,141,760,453
equals amount on which filing fee is based
$12,039,091
Based upon the above calculation, $4,151.44 is
payable with respect to the registration of
1,153,799,544 shares of beneficial interest
of the Fund.
<PAGE>
IV. CMA New Jersey Municipal Money 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. No shares of beneficial interest were
registered under the Securities Act during the
Fiscal Year other than pursuant to Rule 24f-2.
3. 1,451,838,155 shares of beneficial interest
were sold during the Fiscal Year.*
4. 1,451,838,155 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.
_______________
*The aggregate sale price of all shares of
beneficial interest sold during the Fiscal Year
was $1,451,838,155.
<PAGE>
5. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $15,788.53 has been wired. Such fee
which relates to the 1,451,838,155 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 as follows:
(i) Aggregate sale price for the
1,451,838,155 shares of beneficial
interest sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2.
$1,451,838,155
reduced by
(ii) Aggregate redemption price for
the 1,406,051,737 shares of
beneficial interest redeemed
during the Fiscal Year.
$1,406,051,737
equals amount on which filing fee is based
$ 45,786,418
Based upon the above calculation, $15,788.53 is
payable with respect to the registration of
1,451,838,155 shares of beneficial interest of the
Fund.
<PAGE>
V. CMA Massachusetts Municipal Money 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. No shares of beneficial interest were
registered under the Securities Act during the
Fiscal Year other than pursuant to Rule 24f-2.
3. 770,729,466 shares of beneficial interest were
sold during the Fiscal Year.*
4. 770,729,466 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.
_______________
*The aggregate sale price of all shares of
beneficial interest sold during the Fiscal Year
was $770,729,466.
<PAGE>
5. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $5,525.03 has been wired. Such
fee which relates to the 770,729,466 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 as follows:
(i) Aggregate sale price for the
770,729,466 shares of beneficial
interest sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2.
$770,729,466
reduced by
(ii) Aggregate redemption price for
the 754,707,003 shares of
beneficial interest redeemed
during the Fiscal Year.
$754,707,003
equals amount on which filing fee is based
$ 16,022,463
Based upon the above calculation, $5,525.03 is
payable with respect to the registration of
770,729,466 shares of beneficial interest of the
Fund.
<PAGE>
VI. CMA Connecticut Municipal Money 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. No shares of beneficial interest were
registered under the Securities Act during the
Fiscal Year other than pursuant to Rule 24f-2.
3. 850,975,709 shares of beneficial interest were
sold during the Fiscal Year.*
4. 850,975,709 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.
_______________
*The aggregate sale price of all shares of
beneficial interest sold during the Fiscal Year
was $850,975,709.
<PAGE>
5. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $4,996.24 has been wired. Such
fee which relates to the 850,975,709 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 as follows:
(i) Aggregate sale price for the
850,975,709 shares of beneficial
interest sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2.
$850,975,709
reduced by
(ii) Aggregate redemption price for
the 836,486,718 shares of
beneficial interest redeemed
during the Fiscal Year.
$836,486,718
equals amount on which filing fee is based
$14,488,991
Based upon the above calculation, $4,996.24 is
payable with respect to the registration of
850,975,709 shares of beneficial interest of the
Fund.
<PAGE>
VII. CMA Michigan Municipal Money 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. No shares of beneficial interest were
registered under the Securities Act during the
Fiscal Year other than pursuant to Rule 24f-2.
3. 959,801,295 shares of beneficial interest were
sold during the Fiscal Year.*
4. 959,801,295 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.
_______________
*The aggregate sale price of all shares of
beneficial interest sold during the Fiscal Year
was $959,801,295.
<PAGE>
6. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $11,177.76 has been wired. Such
fee which relates to the 959,801,295 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 as follows:
(i) Aggregate sale price for the
959,801,295 shares of beneficial
interest sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2.
$959,801,295
reduced by
(ii) Aggregate redemption price for
the 927,386,005 shares of
beneficial interest redeemed
during the Fiscal Year.
$927,386,005
equals amount on which filing fee is based
$32,415,290
Based upon the above calculation, $11,177.76 is
payable with respect to the registration of
959,801,295 shares of beneficial interest of the
Fund.
<PAGE>
VIII. CMA Ohio Municipal Money 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. 9,463,471 shares of beneficial interest were
registered under the Securities Act during the
Fiscal Year other than pursuant to Rule 24f-2.
3. 854,339,246 shares of beneficial interest were
sold during the Fiscal Year.*
4. 844,875,775 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.
_______________
*The aggregate sale price of all shares of
beneficial interest sold during the Fiscal Year
was $854,339,246.
5. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $4,587.58 has been wired. Such
fee which relates to the 844,875,775 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 as follows:
(i) Aggregate sale price for the
844,875,775 shares of beneficial
interest sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2.
$844,875,775
reduced by
(ii) Aggregate redemption price for
the 831,571,902 shares of
beneficial interest redeemed
during the Fiscal Year.
$831,571,902
equals amount on which filing fee is based
$13,303,873
Based upon the above calculation, $4,587.58
payable with respect to the registration of
844,875,775 shares of beneficial interest of the
Fund.
<PAGE>
IX. CMA North Carolina Municipal Money 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. No shares of beneficial interest were
registered under the Securities Act during the
Fiscal Year other than pursuant to Rule 24f-2.
3. 819,514,191 shares of beneficial interest were
sold during the Fiscal Year.*
4. 819,514,191 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.
_______________
*The aggregate sale price of all shares of
beneficial interest sold during the Fiscal Year
was $819,514,191.
<PAGE>
5. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $18,516.88 has been wired. Such
fee which relates to the 819,514,191 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 as follows:
(i) Aggregate sale price for the
819,514,191 shares of beneficial
interest sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2.
$819,514,191
reduced by
(ii) Aggregate redemption price for
the 765,815,611 shares of
beneficial interest redeemed
during the Fiscal Year.
$765,815,611
equals amount on which filing fee is based
$53,698,580
Based upon the above calculation, $18,516.88
payable with respect to the registration of
819,514,191 shares of beneficial interest of the
Fund.
<PAGE>
X. CMA Arizona Municipal Money 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. No shares of beneficial interest were
registered under the Securities Act during the
Fiscal Year other than pursuant to Rule 24f-2.
3. 293,866,100 shares of beneficial interest were
sold during the Fiscal Year.*
4. 293,866,100 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.
_______________
*The aggregate sale price of all shares of
beneficial interest sold during the Fiscal Year
was $293,866,100.
<PAGE>
5. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $10,675.59 has been wired. Such
fee which relates to the 293,866,100 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 as follows:
(i) Aggregate sale price for the
293,866,100 shares of beneficial
interest sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2.
$293,866,100
reduced by
(ii) Aggregate redemption price for
the 262,907,118 shares of
beneficial interest redeemed
during the Fiscal Year.
$262,907,118
equals amount on which filing fee is based
$30,958,982
Based upon the above calculation, $10,675.59
payable with respect to the registration of
293,866,100 shares of beneficial interest of the
Fund.
Please direct any questions relating to this
filing to Robert Harris at Merrill Lynch Asset
Management, P.O. Box 9011, Princeton, N.J. 08543-
9011, (609) 282-2025, or to Laurin Blumenthal
Kleiman at Brown & Wood, One World Trade Center,
New York, New York 10048, (212) 839-8525.
Very truly yours,
CMA MULTI-STATE MUNICIPAL SERIES TRUST
By /s/ Robert Harris
- - - - - - - - - - -
Robert Harris
Secretary
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
May 20, 1994
CMA Multi-State Municipal 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 CMA Multi-State Municipal
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 13,219,763,276 shares of beneficial
interest, par value $0.10 per share, of the Trust
(the "Shares") which were sold during the Fund's
fiscal year ended March 31, 1994. The Shares comprise
293,866,100 shares of CMA Arizona Municipal Money
Fund (the "Arizona Fund"), 3,558,081,723 shares
of CMA California Municipal Money Fund
(the "California Fund"), 850,975,709 shares of
CMA Connecticut Municipal Money Fund
(the "Connecticut Fund"), 770,729,466 shares
of CMA Massachusetts Municipal Money Fund
(the "Massachusetts Fund"), 959,801,295
shares of CMA Michigan Municipal Money
Fund (the "Michigan Fund"), 1,451,838,155 shares
of CMA New Jersey Municipal Money Fund
(the "New Jersey Fund"), 2,516,281,318 shares
of CMA New York Municipal Money Fund
(the "New York Fund"), 819,514,191 shares of
CMA North Carolina Municipal Money Fund
(the "North Carolina Fund"), 844,875,775 shares
of CMA Ohio Municipal Money Fund (the "Ohio Fund")
and 1,153,799,544 shares of CMA Pennsylvania
Municipal Money Fund (the "Pennsylvania Fund").
These funds comprise all of the currently outstanding
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 May 10, 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,
