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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM N-8A
NOTIFICATION OF REGISTRATION
FILED PURSUANT TO SECTION 8(a) OF
THE INVESTMENT COMPANY ACT OF 1940
The undersigned investment company hereby notifies the Securities
and Exchange Commission that it registers under and pursuant to the
provisions of Section 8(a) of the Investment Company Act of 1940, and in
connection with such Notification of Registration submits the following
information:
Name: SOMERSET EXCHANGE FUND
Address of Principal Business Office (No. & Street, City, State, and Zip
Code):
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Telephone Number (including area code): (609) 282-2000
Name and Address of Agent for Service of Process:
Philip L. Kirstein
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Mailing Address:
P.O. Box 9011
Princeton, New Jersey 08543-9011
Check Appropriate Box:
Registrant is filing a Registration Statement pursuant to
Section 8(b) of the Investment Company Act of 1940 concurrently with the
filing of Form N-8A:
YES / / NO /x/
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ITEM 1. Exact name of registrant.
The exact name of registrant is Somerset Exchange Fund.
ITEM 2. Name of state under the laws of which registrant was organized or
created and the date of such organization or creation.
Registrant was organized under the laws of the State of Delaware
on the 5th day of February, 1996.
ITEM 3. Form of organization of registrant (for example, corporation,
partnership, trust, joint stock company, association, fund).
Registrant is a Business Trust.
ITEM 4. Classification of registrant (face-amount certificate company, unit
investment trust, or management company).
Registrant is a management company.
ITEM 5. If registrant is a management company:
(a) state whether registrant is a "closed-end" company or an "open-end"
company;
Registrant is a closed-end company.
(b) state whether registrant is registering as a "diversified" company
or a "non-diversified" company.
Registrant is registering as a diversified company.
ITEM 6. Name and address of each investment adviser of registrant.
The registrant's investment adviser is Merrill Lynch Asset
Management, L.P. ("MLAM"). The address of MLAM's
administrative offices is 800 Scudders Mill Road Plainsboro,
New Jersey 08536. MLAM's mailing address is P.O. Box 9011,
Princeton, New Jersey 08543-9011.
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ITEM 7. If registrant is an investment company having a board of directors,
state the name and address of each officer and director of registrant.
The registrant is a Delaware business trust with a board of trustees.
<TABLE>
<CAPTION>
<S> <C> <C>
Terry K. Glenn Individual Trustee; President Merrill Lynch Asset Management,
L.P., 800
Scudders Mill Road, Plainsboro,
New Jersey
08536
Jack B. Sunderland Individual Trustee P.O. Box 7, West Cornwall,
Connecticut
06796
Stephen B. Swensrud Individual Trustee 24 Federal Street, Boston,
Massachusetts
02110
J. Thomas Touchton Individual Trustee Suite 3405, One Tampa City
Center, Tampa,
Florida 33602
Merrill Lynch Asset Adviser Trustee 800 Scudders Mill Road,
Management, L.P. Plainsboro, New Jersey 08536
Norman R. Harvey Senior Vice President 800 Scudders Mill Road,
Plainsboro, New
Jersey 08536
Eric S. Mitofsky Vice President 800 Scudders Mill Road,
Plainsboro, New
Jersey 08536
Donald C. Burke Vice President 800 Scudders Mill Road,
Plainsboro, New
Jersey 08536
Gerald M. Richard Treasurer 800 Scudders Mill Road,
Plainsboro, New
Jersey 08536
Robert E. Putney, III Secretary 800 Scudders Mill Road,
Plainsboro, New
Jersey 08536
</TABLE>
ITEM 8. If registrant is an unincorporated investment company not having
a board of directors:
(a) state the name and address of each sponsor of registrant;
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Not applicable.
(b) state the name and address of each officer and director of
each sponsor of registrant;
Not applicable.
(c) state the name and address of each trustee and each custodian
of registrant.
Not applicable.
ITEM 9. (a) State whether registrant is currently issuing and offering its
securities directly to the public (yes or no).
No.
(b) If registrant is currently issuing and offering its securities
to the public through an underwriter, state the name and address
of such underwriter.
Not applicable.
(c) If the answer to Item 9(a) is "no" and the answer to Item 9(b)
is "not applicable" state whether registrant presently proposes
to make a public offering of its securities (yes or no).
No.
(d) State whether registrant has any securities currently issued
and outstanding.
Registrant currently has no securities issued and outstanding.
Registrant expects to close a private placement of shares of
beneficial interest prior to July 15, 1996. Registrant expects
that there will be in excess of 100 beneficial owners of such
securities.
(e) If the answer to Item 9(d) is "yes," state as of a date not to
exceed ten days prior to the filing of this notification of
registration the number of beneficial owners of registrant's
outstanding securities (other than short-term paper) and the name
of any company owning 10 percent or more of registrant's
outstanding voting securities.
Not applicable.
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ITEM 10. State the current value of registrant's total assets.
The Registrant currently has no material assets.
ITEM 11. State whether registrant has applied or intends to apply for a
license to operate as a small business investment company under
the Small Business Investment Act of 1958 (yes or no).
No.
ITEM 12. Attach as an exhibit a copy of the registrant's last regular
periodic report to its securityholders, if any.
Not applicable.
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SIGNATURES
Form of signature if registrant is an investment company having a
board of directors:
Pursuant to the requirements of the Investment Company Act of 1940,
the registrant has caused this notification of registration to be duly signed
on its behalf in the Township of Plainsboro and State of New Jersey on the
9th day of July, 1996.
Signature: SOMERSET EXCHANGE FUND
By: /s/ Terry K. Glenn
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Terry K. Glenn
President
Attest:
/s/ Robert E. Putney, III
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Robert E. Putney, III
Secretary
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