UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-8F
Application pursuant to Section 8(f)
of the Investment Company Act of 1940 ("Act")
and Rule 8f-1 thereunder
for Order Declaring that Company
Has Ceased to be an Investment Company.
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister:
[X] Merger
[ ] Liquidation
[ ] Abandonment of Registration
[ ] Election of status as a Business Development Company
2. Name of fund:
Merrill Lynch Consults International Portfolio (the "Applicant")
3. Securities and Exchange Commission File No.:
811-6725
4. Is this an initial Form N-8F or an amendment to a previously filed
Form N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office
800 Scudders Mill Road
Plainsboro, NJ 08536
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Maria Gattuso, Esq.
Swidler Berlin Shereff Friedman, LLP
The Chrysler Building
405 Lexington Avenue
New York, NY 10174
Tel. (212) 973-0111
7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund records in accordance with
rules 31a-1 and 31a-2 under the Act:
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The records held in accordance with rules 31a-1 and 31a-2 are kept
by the Applicant and its transfer agent:
Applicant: Transfer Agent:
Merrill Lynch Consults
International Portfolio Financial Data Services, Inc.
800 Scudders Mill Road 4800 Deer Lake Drive East
Plainsboro, NJ 08536 Jacksonville, FL 32246-6484
Tel. (609) 282-2800 Tel. (904) 218-5000
8. Classification of fund:
[X] Management Company
[ ] Unit investment trust
[ ] Face-amount certificate company
9. Subclassification if the fund is a management company:
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed:
Massachusetts
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisors have been terminated:
Investment Adviser:
Merrill Lynch (Suisse) Investment Management S.A.
18 Rue de Contamines
1211 Geneva 3, Switzerland
Sub-Advisers:
Merrill Lynch Asset Management U.K. Ltd.
33 King William Street
London EC4R 9AS England
Fund Asset Management, L.P.
P.O. Box 9011
Princeton, New Jersey 08543-9011
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
Merrill Lynch Funds Distributor, a division
of FAM Distributors, Inc. (formerly known as
Princeton Funds Distributor, Inc.)("MLFD")
P.O. Box 9081
Princeton, New Jersey 08543-9081
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13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es):
Not applicable.
(b) Trustee's name(s) and address(es):
Not applicable.
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund?
[ ] Yes [X] No
If Yes, for each UIT state:
Name(s):
File No.: 811-
Business Address:
15. (a) Did the fund obtain approval from the board of directors concerning
the decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place:
October 26, 1999.
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[X] Yes [ ] No
If Yes, state the date on which the shareholder vote took place:
February 16, 2000.
If No, explain:
II. DISTRIBUTIONS TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection
with the Merger or Liquidation?
[X] Yes [ ] No
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(a) If Yes, list the date(s) on which the fund made those distributions:
March 6, 2000 - Distribution of Class C shares which were received
from Merrill Lynch International Equity Fund
("International Equity Fund") in exchange for the
sale of substantially all of Applicant's assets and
assumption of substantially all of Applicant's
liabilities.
March 11, 2000 -Payment of a dividend to shareholders to distribute
all investment company taxable income and net capital
gains, if any, not previously disbursed to the
shareholders.
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[X] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated:
Exchange Ratio: 0.826827, based on the aggregate net asset value
of Class C shares of International Equity Fund distributed to the
Applicant divided by the net asset value of the assets acquired by
International Equity Fund.
(e) Liquidations only: Not applicable.
Were any distributions to shareholders made in kind?
[ ] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by affiliates,
or any other affiliation of shareholders:
17. Closed-end funds only: Not Applicable.
Has the fund issued senior securities?
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
18. Has the fund distributed all of its assets to the fund's shareholders?
[X] Yes [ ] No
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If No,
(a) How many shareholders does the fund have as of the date this
form is filed?
(b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund
as of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
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IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses: $ 6,794
(ii) Audit expenses: 3,012
(iii) Other expenses (list and
identify separately):
Transfer Agent expenses: 2,352
Printing expenses: 4,921
Mailing expenses: 1,437
Other: 78
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(iv) Total expenses (sum of
lines (i) - (iii) above): $ 18,594
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(b) How were those expenses allocated?
International Equity Fund paid the reorganization expenses.
(c) Who paid those expenses?
International Equity Fund paid the reorganization expenses.
(d) How did the fund pay for unamortized expenses (if any)?
Not Applicable.
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [X] No
If Yes, cite the release numbers of the Commission's notice and order or,
if no notice or order has been issued, the file number and date the
application was filed:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [X] No
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If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger:
Merrill Lynch International Equity Fund
(b) State the Investment Company Act file number of the fund surviving
the Merger:
811-6521
(c) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used and date the
agreement was filed:
Agreement and Plan of Reorganization filed as an exhibit to Merrill
Lynch International Equity Fund's Registration Statement:
Form: N-14 (Pre-Effective Amendment No. 1)
File No.: 333-90007
Filing Date: December 13, 1999
(d) If the merger or reorganization agreement has not been filed with the
Commission, provide a copy of the agreement as an exhibit to this
form.
Not Applicable.
VERIFICATION
The undersigned states that:
(i) he has executed this Form N-8F application for an order under section
8(f) of the Investment Company Act of 1940 on behalf of Merrill Lynch
Consults International Portfolio,
(ii) he is the Vice President and Treasurer of Merrill Lynch Consults
International Portfolio, and
(iii) all action by shareholders, directors, and any other body necessary to
authorize the undersigned to execute and file this Form N-8F application
have been taken.
The undersigned also states that the facts set forth in this Form N-8F
application are true to the best of his knowledge, information and belief.
/s/ Donald C. Burke December 19, 2000
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Donald C. Burke Date
Vice President and Treasurer
