[Federal Register Volume 59, Number 229 (Wednesday, November 30, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-29418]


[[Page Unknown]]

[Federal Register: November 30, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 20728; 811-3827]

 

Merrill Lynch Institutional Tax-Exempt Fund; Notice of 
Application for Deregistration

November 22, 1994.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of Application for Deregistration under the Investment 
Company Act of 1940 (the ``Act'').

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APPLICANT: Merrill Lynch Institutional Tax-Exempt Fund.

RELEVANT ACT SECTION: Order requested under section 8(f).

SUMMARY OF APPLICATION: Applicant seeks an order declaring it has 
ceased to be an investment company.

FILING DATES: The application was filed on September 20, 1994 and 
amended on November 21, 1994.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicant with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on December 19, 
1994, and should be accompanied by proof of service on the applicant, 
in the form of an affidavit or, for lawyers, a certificate of service. 
Hearing requests should state the nature of the writer's interest, the 
reason for the request, and the issues contested. Persons may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, NW., Washington, DC 20549. 
Applicant, One Financial Center, Boston, MA 02111-2646.

FOR FURTHER INFORMATION CONTACT: Marianne H. Khawly, Law Clerk, at 
(202) 942-0562, or C. David Messman, Branch Chief, at (202) 942-0564 
(Division of Investment Management, Office of Investment Company 
Regulation.

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee from 
the SEC's Public Reference Branch.

Applicant's Representatives

    1. Applicant is a diversified open-end investment management 
company organized as a Massachusetts business trust. On August 17, 1983 
applicant filed a Notification of Registration on Form N-8A and a 
registration statement on Form N-1 pursuant to section 8(b) of the Act. 
The registration statement became effective on December 1, 1983 and the 
initial public offering commenced shortly thereafter.
    2. On December 13, 1993, applicant's Board of Directors approved a 
plan of reorganization whereby applicant would become a separate series 
of Merrill Lynch Funds for Institutions Series (the ``Acquiring 
Fund''). The Acquiring Fund is a series company organized as a 
Massachusetts business trust. The Acquiring Fund's Declaration of Trust 
authorizes the issuance of shares in different series and authorizes 
the Board of Trustees to establish and create additional series and 
designate the rights and preferences thereof. Pursuant to such 
authority, on December 13, 1993, the Board of Trustees designated a new 
series of the Acquiring Fund to be known as the ``Merrill Lynch 
Institutional Tax-Exempt Fund'' series (the ``Series'').
    3. Applicant and the Series share the same investment adviser, Fund 
Asset Management, L.P. Accordingly, applicant and the Series may be 
deemed to be affiliated persons by reason of being under the common 
control of the same investment adviser. Applicant therefore relied on 
the exemption provided by rule 17a-8 under the Act to effect the 
transaction. Consequently, the trustees of the Series determined, in 
accordance with rule 17a-8, that the purchase of the assets of 
applicant by the Series was in the best interest of the shareholders of 
the Series, and that such purchase would not result in any dilution to 
the interests of the existing shareholders of the Series.\1\
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    \1\Rule 17a-8 provides relief from the affiliated transaction 
prohibition of section 17(a) of the Act for a merger of investment 
companies that may be affiliated persons of each other solely by 
reason of having a common investment adviser, common directors, and/
or common officers.
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    4. On December 17, 1993 preliminary copies of proxy materials were 
filed with the SEC. On January 6, 1994, definitive copies were 
distributed to applicant's shareholders and transmitted to the SEC. At 
a special meeting held on February 18, 1994, the shareholders of the 
applicant approved the reorganization.
    5. On February 18, 1994, applicant had one class of securities 
outstanding, shares of beneficial interest of $.10 par value, of which 
378,376,365 shares were outstanding on that date, having an aggregate 
and per share net asset value of $378,400,368 and $1.00, respectively. 
On February 18, 1994, applicant transferred all of its business and 
assets and assigned all of its liabilities to the Acquiring Fund in 
exchange for delivery to applicant of a number of shares (both full and 
fractional) of beneficial interest of the Series equivalent to the 
number of shares of beneficial interest of the Applicant outstanding on 
that date.
    6. Shares of the Series were immediately distributed to applicant's 
shareholders. Each shareholder of the applicant received, in exchange 
for his shares in the applicant, an equal number of shares of the 
Series having a net asset value equal to the net asset value of his 
shares in the applicant immediately prior to the reorganization.
    7. Applicant bore approximately $4,750 in expenses in connection 
with the reorganization. The Acquiring Fund bore approximately $144,250 
in expenses in connection with the reorganization. Such expenses were 
for legal, registration, and proxy solicitation fees.
    8. As of the date of the application, applicant had no 
shareholders, assets, or liabilities. Applicant is not a party to any 
litigation or administrative proceeding. Applicant is neither engaged 
in nor proposes to engage in any business activities other than those 
necessary for the winding-up of its affairs.
    9. Applicant terminated its existence as a Massachusetts business 
trust on August 16, 1994.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 94-29418 Filed 11-29-94; 8:45 am]
BILLING CODE 8010-01-M