[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
