[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
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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
