[Federal Register Volume 61, Number 184 (Friday, September 20, 1996)]
[Notices]
[Pages 49505-49506]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-24080]


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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 22221; 811-4035]


Merrill Lynch Balanced Fund for Investment and Retirement, Inc.; 
Notice of Application

September 13, 1996.
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 Balanced Fund for Investment and Retirement, 
Inc.

RELEVANT ACT SECTION: Section 8(f).

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

FILING DATE: The application was filed on July 5, 1996.

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 October 8, 1996, 
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, N.W., Washington, D.C. 
20549. Applicant, 800 Scudders Mill Road, Plainsboro, New Jersey 08536-
9011.

FOR FURTHER INFORMATION CONTACT:

Mary Kay Frech, Senior Attorney, at (202) 942-0579, or Alison E. Baur, 
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 Representations

    1. Applicant is an open-end, diversified management investment 
company organized as a corporation under the laws of Maryland. On May 
24, 1984, applicant registered under the Act under the name Merrill 
Lynch Retirement Benefit Fund, Inc., and filed a registration statement 
to register its shares under the Securities Act of 1933. The name of 
applicant was changed to Merrill Lynch Retirement Benefit Investment 
Program, Inc. on July 22, 1985. On October 18, 1985, applicant's 
registration statement became effective. Applicant officially changed 
its name to Merrill Lynch Balanced Fund for Investment and Retirement, 
Inc. on December 21, 1994.
    2. On October 13, 1995, applicant's board of directors approved an 
Agreement and Plan of Reorganization (the ``Reorganization'') between 
applicant and Merrill Lynch Global Allocation fund, Inc. (``Global 
Allocation''), pursuant to which applicant would transfer substantially 
all of its assets and liabilities to Global Allocation in exchange for 
newly issued Class A, Class B, Class C, and Class D shares of Global 
Allocation and the assumption by Global Allocation of substantially all 
of applicant's liabilities. In accordance with rule 17a-8 of the Act, 
applicant's directors determined that the Reorganization was in the 
best interests of applicant and that the interests of applicant's 
existing shareholders would not be diluted as a result.\1\
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    \1\ Applicant and Global Allocation may be deemed to be 
affiliated persons of each other by reason of having a common 
investment adviser, common directors, and/or common officers. 
Although purchases and sales between affiliated persons generally 
are prohibited by section 17(a) of the Act, rule 17a-8 provides an 
exemption for certain purchases and sales among investment companies 
that are affiliated persons of each other solely by reason of having 
a common investment adviser, common directors, and/or common 
officers.
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    3. In approving the Reorganization, the directors identified 
certain potential benefits likely to result from the Reorganization, 
including, (a) that shareholders would remain invested in an open-end 
fund that had an investment objective similar to that of applicant, (b) 
that the total operating expenses of Global Allocation after the 
Reorganization, as a percentage of net assets, would be less than the 
current operating expenses for applicant, (c) that Global Allocation 
could experience increasing economies of scale resulting from a larger 
asset base, and (d) that Global Allocation might experience greater 
flexibility in portfolio management because it is organized as a non-
diversified fund.
    4. On or about November 29, 1995, proxy materials soliciting 
shareholder approval of the Reorganization were mailed to all 
shareholders of record as of October 31, 1995. The Reorganization was 
approved, in accordance with Maryland law, by applicant's shareholders 
at a special meeting held on January 25, 1996.
    5. As of 4:15 p.m. on March 1, 1996 (the ``Valuation Time''), 
applicant had 912,616 Class A shares, 10,877,028 Class B shares, 
110,774 Class C shares, and 41,129,078 Class D shares of common stock 
outstanding, $.01 par value. The net asset value per Class A share was 
$11.45, aggregating $10,445,504; the net asset value per Class B share 
was $11.69, aggregating $127,150,468; the net asset value per Class C 
share was $11.51, aggregating $1,274,899; and the net asset value per 
Class D share was $11.43, aggregating $470,266,584.
    6. On March 4, 1996, applicant transferred assets valued at 
$609,137,455 and received in exchange 42,850,506.360 newly issued 
shares of common stock of Global Allocation. Such shares were then 
distributed to applicant's shareholders on that date in exchange for 
such shareholder's proportional interest in applicant. Specifically, 
applicant's shareholders received shares of that class of shares of 
Global Allocation having the same letter designation (i.e., Class A, 
Class B, Class C, or Class D) and the same distribution fees, account 
maintenance fees, and sales charges (including contingent deferred 
sales charges), if any, as applicant's shares held by them immediately 
prior to the Reorganization. The aggregate net asset value of the 
corresponding shares of Global Allocation issued to applicant's 
shareholders equaled the aggregate net asset value of the outstanding 
shares of applicant.
    7. The expenses of the Reorganization directly attributable to each 
of applicant and Global Allocation were deducted from applicant's and 
Global Allocation's assets, respectively, prior to the Valuation Time. 
These expenses included the expenses incurred in

[[Page 49506]]

preparing materials for each fund's board of directors, legal fees 
incurred in that preparation, and accounting fees associated with each 
fund's financial statements. The expenses of the Reorganization 
attributable to the Reorganization transaction itself were borne pro 
rata by applicant and Global Allocation according to each fund's net 
assets as of the Valuation Time and aggregated $375,000, of which 
$22,000 was paid by applicant and $353,000 was paid by Global 
Allocation. These expenses included preparation of the registration 
statement for filing with the SEC, filing fees, and legal and audit 
fees. Expenses incurred in connection with the deregistration and 
dissolution of applicant will be borne by Merrill Lynch Asset 
Management, L.P., and are expected to total approximately $450.
    8. Applicant has no securityholders and no securities outstanding. 
Applicant has no debts or other liabilities outstanding as of the date 
of the application other than expenses incurred in connection with its 
deregistration and dissolution.
    9. Applicant is not a party to any litigation or administrative 
proceedings. Applicant is not now engaged and does not propose to 
engage in any business activities other than those necessary for the 
winding up of its affairs.
    10. Applicant intends to file Articles of Dissolution with the 
State of Maryland.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 96-24080 Filed 9-19-96; 8:45 am]
BILLING CODE 8010-01-M