January 25, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH LATIN AMERICA
FUND, INC.
File No. 33-41622
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Latin America Fund, Inc. (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 November 30, 1994 (the
"Fiscal Year").
2. No shares of common stock 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 common stock were registered under
the Securities Act during the Fiscal Year other
than pursuant to Rule 24f-2.
4. 58,438,076 shares of common stock were sold
during the Fiscal Year.*
_______________
*Of this amount, 753,289 Class A shares were sold
at an aggregate price of $13,593,383, 45,078,402
Class B shares were sold at an aggregate price of
$784,209,065, 301,172 Class C shares were sold
at an aggregate price of $5,323,437 and 12,305,213
Class D shares were sold at an aggregate price of
$216,294,210. The aggregate sale price for all
shares sold during the Fiscal Year was
$1,019,420,095. See paragraph 6 for the calculation
of the aggregate sale price of shares sold in reliance
upon Rule 24f-2.
<PAGE>
5. 58,438,076 shares of common stock 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 $246,338.47 has been wired. Such
fee which relates to the 58,438,076 shares of
common stock 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 common stock
redeemed or repurchased during the Fiscal
Year. The calculation of the amount on which
the filing fee is based as follows:
(i) Actual sale price for the 58,438,076
shares of common stock sold during
the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2. $1,019,420,095
reduced by
(ii) Actual aggregate redemption
price for the 17,885,935 shares
of common stock redeemed during
the Fiscal Year.* $ 305,043,526
equals amount on which filing fee
is based $ 714,376,569
Based upon the above calculation, $246,338.47 is
payable with respect to the registration of
58,438,076 shares of common stock of the Fund.
_____________________
* Of this amount, 157,496 Class A shares were redeemed
at an aggregate price of $2,773,649, 11,980,794 Class B
shares were redeemed at an aggregate price of
$204,167,756, 7,065 Class C shares were redeemed at
an aggregate price of $123,893 and 5,740,580 Class D
shares were redeemed at an aggregate price of
$97,978,228. The aggregate redemption price for all shares
redeemed was $305,043,526.
<PAGE>
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) 839-8525.
Very truly yours,
MERRILL LYNCH LATIN AMERICA FUND, INC.
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
January 24, 1995
Merrill Lynch Latin America Fund, Inc.
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 Latin America Fund, Inc., a Maryland
corporation (the "Fund"), 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 58,438,076 shares of
common stock, par value $.10 per share, of the
Fund (the "Shares") which were sold during the
Fund's fiscal year ended November 30, 1994.
As counsel for the Fund, 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 Articles of Incorporation of the Fund,
as amended, the By-Laws of the Fund 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.
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission as
an attachment to the Notice.
Very truly yours,
