December 19, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
MERRILL LYNCH CONSULTS INTERNATIONAL
PORTFOLIO
File No. 33-49354
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Consults International Portfolio (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. 10,276,710 shares of beneficial interest were
sold during the Fiscal Year.
5. 10,276,710 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
Shereff, Friedman, Hoffman & Goodman, counsel
for the Fund, indicating that the securities
the registration of which this Notice makes
definite in number were legally issued, fully
paid for an non-assessable.
<PAGE>
6. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $26,601.58 has been wired. Such
fee which relates to the 10,276,710 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
10,276,710 shares of beneficial
interest sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2.
$128,040,343
reduced by
(ii) Aggregate redemption price for
the 4,065,998 shares of beneficial
interest stock redeemed during
the Fiscal Year.
$ 50,896,310
equals amount on which filing fee is based
$ 77,144,033
Based upon the above calculation, $26,601.58 is
payable with respect to the registration of
10,276,710 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 Lori E. Bostrom, at
Shereff, Friedman, Hoffman & Goodman, 919 Third
Avenue, New York, New York 10022, (212) 891-9285.
Very truly yours,
MERRILL LYNCH CONSULTS INTERNATIONAL
PORTFOLIO
By /s/ Mark B. Goldfus
- - - - - - - - - - -
Mark B. Goldfus
Secretary
Merrill Lynch Consults International
Portfolio
December 15, 1994
Page 1
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, llp
919 Third Avenue
New York, New York 10022-9998
December 15, 1994
Merrill Lynch Consults International
Portfolio
P.O. Box 9011
Princeton, New Jersey 08543-9011
Dear Sirs:
Merrill Lynch Consults International Portfolio, a
Massachusetts business trust (the "Fund"), is filing with
the Securities and Exchange Commission a Rule 24f-2
Notice containing the information specified in paragraph
(b)(1) of Rule 24f-2 under the Investment Company Act
of 1940 (the "Rule"). The effect of the Rule 24f-2 Notice,
when accompanied by this Opinion and by the filing fee,
payable as prescribed by paragraph (c) of the
Rule, will be to make definite in number the number of
shares ($0.10 par value) sold by the Fund during its
fiscal year ended October 31, 1994 in reliance upon
the Rule (the "Rule 24f-2 Shares").
We have acted as counsel to the Fund since its
inception. In this capacity we have participated in
various proceedings relating to the Fund and to the
Rule 24f-2 Shares. We have examined copies, either
certified or otherwise proven to our satisfaction to be
genuine, of the Fund's Declaration of Trust and
By-Laws, as currently in effect, and have received a
Certificate of Good Standing issued by the Secretary
of State of the Commonwealth of Massachusetts dated
December 14, 1994 certifying the existence and good
standing of the Fund. We have also reviewed the form
of the Rule 24f-2 Notice being filed by the Fund. We
are generally familiar with the business affairs of
the Fund.
The Fund has advised us that the Rule 24f-2
Shares were sold in the manner contemplated by
the prospectus of the Fund current and effective
under the Securities Act of 1933 at the time of sale,
and that the Rule 24f-2 Shares were sold for
consideration not less than the net asset value
thereof as required by the Investment Company
Act of 1940.
Based upon the foregoing, it is our opinion that:
1. The Fund has been organized and is legally
existing under the laws of the Commonwealth of
Massachusetts.
2. The Fund is authorized to issue an unlimited
number of shares.
3. The Rule 24f-2 Shares were legally issued
and are fully paid and non-assessable. However, we
note that, as set forth in the Fund's Registration
Statement, the Fund's shareholders might, under
certain circumstances, be liable for transactions
effected by the Fund.
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission together
with the Rule 24f-2 Notice of the Fund, and to the filing
of this opinion under the securities laws of any state.
We are members of the Bar of the State of
New York and do not hold ourselves out as being
conversant with the laws of any jurisdiction other
than those of the United States of America and the
State of New York. We note that we are not
licensed to practice law in the Commonwealth
of Massachusetts, and to the extent that any
opinion herein involves the law of Massachusetts,
such opinion should be understood to be based
solely upon our review of the documents referred to
above, the published statutes of the Commonwealth
of Massachusetts, and where applicable,
published cases, rules or regulations or
regulatory bodies of that State.
Very truly yours,
/s/Shereff, Friedman, Hoffman &
Goodman, llp
Shereff, Friedman, Hoffman &
Goodman, LLP
SFH&G:JHG:MKN:VAZ:frs
