U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of Issuer:
Merrill Lynch Consults International Portfolio
P.O. Box 9011
Princeton, N.J. 08543-9011
2. Name of each series or class of funds for which this notice
is filed:
Merrill Lynch Consults International Portfolio
3. Investment Company Act File Number: 811-6725
Securities Act File Number: 33-49354
4. Last day of fiscal year for which this notice is filed:
October 31, 1995
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable :
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year,
but which remained unsold at the beginning of the
fiscal year:
None
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during
the fiscal year:
1,857,251 shares $21,980,972
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
1,857,251 shares $21,980,972
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
501,369 shares $5,855,982
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $21,980,972
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): +$5,855,982
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $87,654,561
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to
filing fees pursuant to rule
24e-2 (if applicable): + 0
(v) Net aggregate price of securities
sold and issued during the
fiscal year in reliance upon
rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)]
(if applicable): 0
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $0
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures
(17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following persons
on behalf of the issuer and in the capacities and on the
dates indicated.
By
/s/ Mark B. Goldfus
Mark B. Goldfus, Secretary
Date 12/22/95
SHEREFF, FRIEDMAN, HOFFMAN
& GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
(212) 758-9500
December 27, 1995
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 (the "Rule 24f-2
Notice") containing the information
specified in paragraph (b)(1) of Rule
24f-2 under the Investment Company
Act of 1940, as amended (the "Rule").
The effect of the Rule 24f-2 Notice,
when accompanied by the filing fee,
if any, payable as prescribed by
paragraph (c) of the Rule and by this
Opinion, will be to make definite in
number the number of Shares sold
by the Fund during the fiscal year
ended October 31, 1995 in reliance
upon the Rule (the "Rule 24f-2
Shares").
We have served as counsel to the
Fund since inception. We have, as
counsel, participated in various
proceedings relating to the Fund and
the Rule 24f-2 Shares. We have
examined a Certificate of Good
Standing issued by the Secretary of
State of the Commonwealth of
Massachusetts dated December 15,
1995 and copies, either certified or
otherwise proved to our satisfaction
to be genuine, of the Fund's
Declaration of Trust and By-laws, as
currently in effect, the minutes of
meetings of its Trustees and other
documents relating to its organization
and operation. 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
each 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, as amended.
Based upon the foregoing, it is
our opinion that:
1. The Fund has been duly 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 expressed 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 of
regulatory bodies of that Commonwealth.
Very truly yours,
/s/ Shereff, Friedman, Hoffman
&Goodman, LLP
Shereff, Friedman, Hoffman
& Goodman, LLP
SFH&G:JHG:MKN:VAZ
