MERRILL LYNCH INSTITUTIONAL TAX EXEMPT FUND
N-30D, 1994-01-21
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Dear Shareholder:

We are pleased to provide you with this Annual Report for Merrill Lynch
Institutional Tax-Exempt Fund. For the year ended November 30, 1993, the Fund's
net yield was 2.12%. For the three-month period then-ended the Fund's net
annualized yield was 2.15%. The seven-day net annualized yield at November 30,
1993 was 2.02%.

During the three-month period ended November 30, 1993, national economic data
once again portrayed an ambiguous picture for inflation and economic growth.
Data released in September indicated a favorable inflation environment, thus
causing yields to fall. However, statistics released in October and November
began to show an accelerating pace of economic growth for the final months of
1993. As a result, yields on short-term U.S. Treasury bills rose over concerns
of a tighter monetary policy by the Federal Reserve Board and ended the November
quarter approximately 20 basis points (0.20%) higher than their levels at the
onset of the quarter. Consequently, yields on the one-year U.S. Treasury bill
closed the quarter at 3.57%, even though the Federal Funds rate remained
unchanged at about 3.00%.

Yields in the short-term tax-exempt market, unlike those in the taxable market,
closed the period substantially lower than their August 31, 1993 levels.
Short-term tax-exempt yields rose in September as supply out-paced demand, but
fell dramatically in October and November as assets of the money fund industry
rose substantially and new-issue volume began to abate. New-issue supply for the
quarter was $9.3 billion, a 64% decrease from the $25.5 billion brought to
market in the previous period. Additionally, assets of the tax-exempt money fund
industry closed the quarter at approximately $107  billion, a substantial
increase over the $101.5 billion level for August 31, 1993. Consequently,
interest rates on short-term tax-exempt securities fell 55-65 basis points
(0.55%-0.65%) by November quarter-end.

The Fund's average portfolio maturity was in the 70-day range at the beginning
of the November quarter and was reduced to the 50-day range in September to take
advantage of higher interest rates on short-term variable rate instruments. The
portfolio's maturity was extended again to the 70-day range in the beginning of
October as municipal securities represented an excellent relative value when
compared to taxable alternatives. For instance, with the increase in yields from
new issuance at the beginning of the quarter, one-year municipal notes traded at
yields that were 90% of the one-year U.S. Treasury bill, as compared to the more
historical relationship of 75% - 80%. Additionally, short-term municipal
securities now offer substantially more value after the new higher marginal tax
rates went into effect with the ratification of President Clinton's Federal
budget reconciliation bill. For these reasons and the anticipated reduction in
supply that traditionally takes place in the upcoming quarter, we expect to
maintain a relatively aggressive average portfolio maturity in the 80-day range
in the coming months.

Diversification and credit quality remain paramount in importance to the Fund,
and we will continue to monitor the ever-changing marketplace. We thank you for
your continued support of Merrill Lynch Institutional Tax-Exempt Fund, and we
look forward to serving your investment needs in the future.

Sincerely,

[Signature of Robert W. Crook]

Robert W. Crook
President and Trustee

Peter J. Hayes
Vice President and Portfolio Manager
December 22, 1993

<PAGE>

ADMINISTRATOR & DISTRIBUTOR
Merrill Lynch Funds Distributor, Inc.
One Financial Center
Boston, Massachusetts 02111-2646

INVESTMENT ADVISER
Fund Asset Management, Inc.
P.O. Box 9011
Princeton, New Jersey 08543-9011

CUSTODIAN & TRANSFER AGENT
State Street Bank and Trust Company
P.O. Box 8500
Boston, Massachusetts 02266-8500

LEGAL COUNSEL
Rogers & Wells
200 Park Avenue
New York, New York 10166

AUDITORS
Deloitte & Touche
125 Summer Street
Boston, Massachusetts 02110-1617

This report is not authorized for use as an
offer of sale or a solicitation of an offer
to buy shares of the Fund unless accompanied
or preceded by the Fund's current
prospectus. Past performance results shown
in this report should not be considered a
representation of future performance since
interest rates on short-term obligations
fluctuate. An investment in the Fund is
neither insured nor guaranteed by the U.S.
Government and there can be no assurance
that the Fund will be able to maintain a
stable $1.00 net asset value.

Merrill Lynch Institutional
Tax-Exempt Fund
One Financial Center
Boston, Mass. 02111-2646

Merrill Lynch Institutional
Tax-Exempt Fund

Annual Report
November 30, 1993

<PAGE>

Merrill Lynch Institutional Tax-Exempt Fund
Schedule of Investments
November 30, 1993

<TABLE>
<CAPTION>
                    Face                                                     Value
                    Amount                   Issue                         (Note 1a)
<S>            <C>            <S>                                          <C>
Alabama        $ 7,100,000    Alabama Special Care Facilities Financing
  5.2%                          Authority, Mobile Hospital Revenue
                                VRDN 2.50% due 06/01/2014 (a)              $  7,100,000
                 6,400,000    Birmingham, Alabama Medical Clinic Board
                                Revenue (University of Alabama Health
                                Services Project) DDN 1.90% due
                                12/01/2026 (a)                                6,400,000
                 1,100,000    McIntosh, Alabama IDB Solid Waste Disposal
                                Revenue (Ciba-Geigy Corp. Project) VRDN
                                2.35% due 07/01/2004 (a)                      1,100,000

Arizona          3,225,000    Arizona State Transportation Board Highway
  1.2%                          Revenue Bond 2.60% due 07/01/1994             3,225,000

California                    California Higher Education Loan Authority.
 11.4%                          Inc Student Loan Revenue FXRDN:
                 5,000,000    2.80% due 07/01/1994                            5,000,000
                 2,500,000    2.70% due 07/01/1994                            2,500,000
                 8,150,000    California State RAN 3.50% due 06/28/1994       8,184,840
                 2,000,000    California State GO/VRDN 2.42% due
                                06/28/1994 (a)                                2,000,000
                 2,000,000    Los Angeles, California M/F Revenue
                                (Beverly Park Apartments) DDN 2.30% due
                                08/01/2018 (a)                                2,000,000
                11,950,000    Los Angeles County, California TRAN 3.00%
                                due 06/30/1994                               11,979,527

Connecticut        900,000    Connecticut State Special Tax Obligation
  0.3%                          Revenue VRDN 2.45% due 12/01/2010 (a)           900,000

District of      5,815,000    District of Columbia General Fund Recovery
Columbia                        GO/DDN 2.00% due 06/01/2003 (a)               5,815,000
  2.1%
Florida          3,875,000    Dade County, Florida Aviation Revenue VRDN
4.5%                            2.50% due 10/01/2007 (a)                      3,875,000
                 3,200,000    Pinellas County, Florida Health Facilities
                                Authority Revenue (Pooled Hospital Loan
                                Program) DDN 2.00% due 12/01/2015 (a)         3,200,000

Portfolio Abbreviations for Merrill Lynch Institutional Tax-Exempt Fund

BAN  Bond Anticipation Notes
DDN  Daily Demand Notes
FXRDN     Fixed Rate Demand Notes
GO   General Obligation
IDA  Industrial Development Authority
IDB  Industrial Development Board
M/F  Multi-Family
PCR  Pollution Control Revenue
RAN  Revenue Anticipation Notes
S/F  Single Family
TRAN Tax Revenue Anticipation Notes
VRDN Variable Rate Demand Notes

See Notes to Financial Statements.

<PAGE>
Merrill Lynch Institutional Tax-Exempt Fund
Schedule of Investments Continued
November 30, 1993

                    Face                                                     Value
                    Amount                   Issue                         (Note 1a)

Florida          5,600,000    Sarasota County, Florida Health Facilities
(continued)                          Authority Hospital Revenue (Venice Hospital
                                Project) DDN 2.00% due 12/01/2022 (a)         5,600,000

Georgia          2,000,000    Georgia State Housing & Finance Authority
  0.7%                          Revenue VRDN 2.55% due 06/01/2025 (a)         2,000,000

Illinois         3,000,000    Chicago, Illinois GO 2.50% due 03/31/1994       2,996,006
  5.9%           2,800,000    Chicago, Illinois O'Hare International
                                Airport Revenue (American Air Project)
                                DDN 2.00% due 12/01/2017 (a)                  2,800,000
                 5,250,000    Illinois Health Facilities Authority Revenue
                                (Carle Foundation Project) VRDN 2.25%
                                due 01/01/2022 (a)                            5,250,000
                 5,400,000    Illinois State Toll Highway Authority
                                Priority VRDN 2.45% due 01/01/2010 (a)        5,400,000

Indiana          5,000,000    Indiana Health Facilities Finance Authority
  5.0%                          Hospital Revenue (Daughters of Charity
                                National Health Systems) VRDN 2.50% due
                                11/01/2022 (a)                                5,000,000
                 9,000,000    Indiana Secondary Market Educational Loan
                                Revenue VRDN 2.35% due 12/01/2014 (a)         9,000,000

Iowa             8,500,000    Iowa Finance Authority Solid Waste Disposal
  3.0%                          Revenue (Cedar River Paper Company Project)
                                DDN 2.05% due 07/01/2023 (a)                  8,500,000

Louisiana        1,100,000    Saint Charles Parish, Louisiana PCR DDN 2.25%
  0.4%                          due 10/01/2022 (a)                            1,100,000

Maine            3,500,000    Maine State Housing Authority Mortgage
  1.3%                          Purchase Series GO 4.60% due 01/03/1994       3,505,669

Massachusetts   13,800,000    Massachusetts Bay Transportation Authority
  8.4%                          GO 3.25% due 09/30/1994                      13,840,866
                 3,000,000    Massachusetts State GO/DDN 1.75% due
                                12/01/1997 (a)                                3,000,000
                 4,600,000    Massachusetts State Housing Finance Agency
                                Housing Revenue VRDN 2.30% due 10/02/2002
                                (a)                                           4,600,000
                 2,000,000    Massachusetts State Housing Finance Agency
                                Housing S/F Revenue FXRDN 3.30% due
                                12/01/1993                                    2,000,000

See Notes to Financial Statements.

<PAGE>

Merrill Lynch Institutional Tax-Exempt Fund
Schedule of Investments Continued
November 30, 1993

                    Face                                                     Value
                    Amount                   Issue                         (Note 1a)

Mississippi    $ 1,200,000    Perry County, Mississippi PCR (Leaf River
  0.4%                          Forest Project) DDN 1.90% due 03/01/2002
                                (a)                                         $ 1,200,000

Nevada           5,000,000    Clark County, Nevada Airport Improvement
  1.8%                          Revenue VRDN 2.25% due 07/01/2012 (a)         5,000,000

New Hampshire    6,800,000    New Hampshire Higher Educational & Health
  6.8%                          Facilities Authority Revenue VRDN 2.20% 
                                due 12/01/2025 (a)                            6,800,000
                 5,000,000    New Hampshire Higher Educational & Health
                                Facilities Authority Revenue FXRDN 2.75%
                                due 06/01/1994                                5,000,000
                 7,200,000    New Hampshire State Business Finance
                                Authority PCR (New England Power Company
                                Project) FXRDN 2.95% due 07/01/1994           7,200,000

New Jersey       3,375,000    Camden County, New Jersey BAN 2.75% due    
  3.0%                          02/23/1994                                    3,377,251
                 5,000,000    Hudson County, New Jersey Improvement
                                Authority Solid Waste Resource Recovery
                                Revenue VRDN 2.35% due 12/01/2019 (a)         5,000,000

New York         2,000,000    Nassau County, New York IDA Civic Facilities
  3.5%                          Revenue (Cold Spring Harbor Laboratory
                                Project) DDN 1.85% due 07/01/2019 (a)         2,000,000
                 4,600,000    New York City DDN 2.15% due 08/01/2017 (a)      4,600,000
                 3,100,000    New York State TRAN 2.75% due 12/31/1994        3,100,908

North Carolina   9,000,000    North Carolina Medical Care Commission Hospital
  6.0%                          Revenue (Moses H. Cone Memorial Hospital
                                Project) DDN 2.25% due 10/01/2023 (a)         9,000,000
                 7,600,000    Wake County, North Carolina Industrial
                                Facilities & PCR (North Carolina Power &
                                Light Company) VRDN 2.45% due 09/01/201
                                5 (a)                                         7,600,000

Pennsylvania     3,000,000    Allegheny County, Pennsylvania Hospital
  9.5%                          Development Authority Revenue
                                (Presbyterian University Hospital) VRDN
                                2.20% due 03/01/2020 (a)                      3,000,000
                 1,000,000    Delaware County, Pennsylvania IDA Revenue
                                (Scott Paper Co.) VRDN 2.20% due
                                12/01/2018 (a)                                1,000,000
                 2,400,000    Geisinger, Pennsylvania Health System
                                Authority Revenue DDN 1.90% due
                                07/01/2022 (a)                                2,400,000
                 4,000,000    Northampton County, Pennsylvania IDA Revenue
                                (Glendon Energy Co.) FXRDN 3.00% due
                                04/01/1994                                    4,000,000

See Notes to Financial Statements.

<PAGE>

Merrill Lynch Institutional Tax-Exempt Fund
Schedule of Investments Continued
November 30, 1993

                    Face                                                     Value
                    Amount                   Issue                         (Note 1a)

Pennsylvania   $ 5,100,000    Pennsylvania State Higher Educational
(continued)                     Facilities Authority College & University
                                Revenue (Carnegie-Mellon) VRDN 2.20% due
                                11/01/2015 (a)                              $ 5,100,000
                 4,200,000    Pennsylvania State Higher Educational
                                Facilities Authority College &
                                University Revenue (Temple 11.90% due
                                10/01/2009 (a)                                4,200,000
                 3,100,000    Philadelphia, Pennsylvania IDA (Institute
                                Cancer Research Project) DDN 1.90% due
                                07/01/2013 (a)                                3,100,000
                 3,600,000    Washington County, Pennsylvania Higher
                                Education Authority Revenue VRDN 2.30%
                                due 11/01/2005 (a)                            3,600,000

South Carolina   2,000,000    South Carolina State GO 6.50% due 02/01/1994    2,013,073
  2.9%                          South Carolina State Housing Finance &
                                Development Authority (Homeownership
                                Mortgage Purchase Program) FXRDN:
                 3,000,000    3.20% due 12/01/1993                            3,000,000
                 3,000,000    2.80% due 09/01/1994                            3,000,000

Tennessee        2,000,000    Bradley County, Tennessee IDB Industrial
  0.7%                          Revenue (Olin Corp. Project) DDN 1.90%
                                due 02/01/2017 (a)                            2,000,000

Texas            1,000,000    Dallas, Texas Waterworks & Sewer Systems
  9.5%                          Revenue BAN 2.40% due 04/01/1994              1,000,000
                 1,100,000    Harris County, Texas Health Facilities
                                Development Corp., (St. Lukes Episcopal
                                Hospital) DDN 1.90% due 02/15/2016 (a)        1,100,000
                 2,000,000    Harris county, Texas Industrial Development
                                Corp. PCR (Exxon Project) DDN 1.85% due
                                03/01/2024 (a)                                2,000,000
                 2,600,000    Harris county, Texas Toll Road VRDN 2.30%
                                due 08/01/2015 (a)                            2,600,000
                              Houston, Texas Health Facilities
                                Development Corp. Revenue (Methodist
                                Hospital Project) DDN:
                 7,000,000      1.90% due 12/01/2015 (a)                      7,000,000
                 3,000,000      1.90% due 12/01/2021 (a)                      3,000,000
                 1,100,000    Panhandle-Plains Texas Higher Education
                                Authority Student Loan Revenue FXRDN 2.90%
                                due 09/01/1994                                1,100,000
                 8,500,000    Texas State TRAN 3.25% due 08/31/1994           8,538,978

Virginia           300,000    Peninsula Port Authority, Virginia (Shell Oil
  1.9%                          Project) DDN 1.85% due 12/01/2005 (a)           300,000

See Notes to Financial Statements.

<PAGE>

Merrill Lynch Institutional Tax-Exempt Fund
Schedule of Investments Continued
November 30, 1993

                    Face                                                     Value
                    Amount                   Issue                         (Note 1a)

Virginia       $ 5,000,000    Virginia State Housing Development Authority
(continued)                     FXRDN 2.90% due 11/04/1994                 $  5,000,000

Wisconsin       11,100,000    Wisconsin State Health & Educational
  4.0%                          Facilities Authority Revenue (Daughters of
                                Charity National Health Systems) VRDN
                                2.50% due 11/01/2022 (a)                     11,100,000
                              Total Investments (Cost $276,902,118*)-99.4%  276,902,118
                              Other Assets Less Liabilities 0.6%              1,794,403
                              Net Assets-Equivalent to $1.00 Per Share on
                                278,687,767 Shares of beneficial Interest
                                Outstanding-100.0%                          $278,696,521
<FN>
(a) The interest rate is subject to change periodically based on a certain index. The
rates shown are those in effect at November 30,1993. For variable rate demand instruments,
the next coupon date on which the interest is to be adjusted is deemed the maturity date
for valuation.

*Cost for Federal income tax purposes.
</TABLE>

See Notes to Financial Statements.

<PAGE>

Merrill Lynch Institutional Tax-Exempt Fund
Statement of Assets and Liabilities
November 30, 1993

<TABLE>
<S>                                                                        <C>
Assets:
Investments, at amortized cost and value (Note 1)                          $276,902,118
Cash                                                                          9,573,609
Interest receivable                                                           1,403,632
Prepaid expenses                                                                 43,372

  Total assets                                                              287,922,731

Liabilities:
Payable for investments purchased                                        9,095,920
Accrued investment advisory fee (Note 2)                                         56,750
Accrued expenses                                                                 37,239
Dividends payable (Note 4)                                                       36,301

  Total liabilities                                                           9,226,210

Net Assets: (Equivalent to $1.00 per share, offering and
  redemption price, based on 278,687,767 shares of beneficial
  interest outstanding.)                                                   $278,696,521
</TABLE>


Merrill Lynch Institutional Tax-Exempt Fund
Statement of Operations
For the Year Ended November 30, 1993


<TABLE>
<S>                                                         <C>            <C>
Investment Income:
Income:
Interest and discount earned                                               $7,167,928
Expenses:
Investment advisory fee (Note 2)                            $1,247,564
Registration fees                                              157,846
Accounting and custodian services                               89,369
Dividend and transfer agency fees                               84,334
Legal and audit fees                                            74,352
Trustees' fees (Note 5)                                         36,128
Printing and shareholder reports                                25,861
Insurance                                                       5,870
Miscellaneous                                                   2,966
     Total expenses                                          1,724,290
Waived investment advisory fee (Note 2)                       (460,377)     1,263,913
     Net investment income                                                  5,904,015
Net realized loss from investment transactions                               (106,427)
Net increase in net assets resulting from operations                       $5,797,588
</TABLE>



See Notes to Financial Statements.

<PAGE>

Merrill Lynch Institutional Tax-Exempt Fund
Statements of Changes in Net Assets


<TABLE>
<CAPTION>

                                                               Year Ended November 30,
<S>                                                         <C>            <C>
                                                                 1993         1992
Increase (Decrease) in Net Assets:
Operations:
Net investment income                                       $  5,904,015   $  8,453,637
Net realized loss from investment transactions                  (106,427)       (11,633)
Increase in net assets resulting from operations               5,797,588      8,442,004
Dividends to shareholders (Note 4)                            (5,898,152)    (8,441,261)
Capital share transactions (Note 3)                          (50,456,626)   (47,901,509)

Net decrease in net assets                                   (50,557,190)   (47,900,766)
Net Assets:
Beginning of year                                            329,253,711    377,154,477

End of year, including undistributed net investment
  income of $221,830 and $215,967 and accumulated capital
  losses of $ 213,076 and $106,649 respectively (Note 4)    $278,696,521   $329,253,711
</TABLE>


Merrill Lynch Institutional Tax-Exempt Fund
Financial Highlights


<TABLE>
<CAPTION>
                                             Year Ended November 30,
<S>                                <C>        <C>         <C>         <C>       <C>
                                        1993      1992      1991      1990      1989
Net asset value, beginning of
  period                                $1.00     $1.00     $1.00     $1.00     $1.00
Net investment income                     .02       .03       .04       .05       .06
Dividends from net investment income     (.02)     (.03)     (.04)     (.05)    (.06)
Net asset value, end of period          $1.00     $1.00     $1.00     $1.00     $1.00

Total return                             2.14%     2.74%     4.33%     5.55%     6.16%
Ratios/Supplemental Data:
Net assets, end of period (000)    $278,697    $329,254   $377,154    $310,344  $281,839
Ratio of operating expenses to
  average net assets (before waiver*)    .62%       .61%      .61%      .63%      .63%
Ratio of operating expenses to
  average net assets (after waiver*)     .45%       .53%      .54%      .56%      .55%
Ratio of net investment income to
  average net assets (before waiver*)   1.96%       2.67%     4.21%     5.36%     5.92%
Ratio of net investment income to
  average net assets (after waiver*)    2.13%       2.75%     4.28%     5.43%     6.00%

<FN>
* The investment advisor has voluntarily waived a portion of its fee throughout each
period.
</TABLE>

See Notes to Financial Statements.

<PAGE>

Merrill Lynch Institutional Tax-Exempt Fund
Notes to Financial Statements

1. Significant Accounting Policies

The Fund is registered under the Investment Company Act of 1940 as a
diversified, open-end management company. The following is a summary of
significant accounting policies consistently followed by the Fund. These
policies are in conformity with generally accepted accounting principles.
     (a) investments are carried at amortized cost which approximates market.
     For the purpose of valuation, the maturity of a variable rate demand
instrument is deemed to be the next coupon date on which the interest rate is to
be adjusted. In the case of a floating rate instrument, the remaining maturity
would be the demand notice payment period.
     (b) It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute all
of its taxable income to its shareholders. Therefore no Federal income tax
provision is required.
     (c) Realized gains and losses on investments are computed on the basis of
identified cost of the security sold.
     (d) Security transactions are accounted for on the date the securities are
purchased or sold (the trade date). Interest income (after adjustment for
amortization of premium or discount) is recorded  as earned.

2. Investment Advisory Fees and Other
Transactions with Affiliates

Fund Asset Management, Inc., a wholly-owned subsidiary of Merrill Lynch Asset
Management, Inc., (doing business as Merrill Lynch Asset Management) which is
an indirect wholly-owned subsidiary of Merrill Lynch & Co., Inc., provides
investment advisory and corporate administrative services to the Fund for a fee,
subject to certain limitations, computed daily and payable monthly, at an annual
rate of .45% of the Fund's net assets up to and including $1,500,000,000, plus
.425% of net assets over $1,500,000,000 up to and including $2,000,000,000, plus
.40% of net assets over $2,000,000,000. For the year ended November 30, 1993,
the investment adviser voluntarily waived a portion of its fee, amounting to
$460,377.
     All officers and certain trustees of the Fund are affiliated with Merrill
Lynch & Co., Inc.

3. Shares of Beneficial Interest

The Declaration of Trust permits the Trustees to issue an unlimited number of
shares of beneficial interest ($.10 par value) of a single class. At November
30, 1993, capital paid-in aggregated $278,687,767. Transactions in shares at a
constant net asset value of $1.00 per share were as follows:

                                                     Year Ended November 30,
                                                  1993           1992
Shares sold                                       3,279,737,452  2,872,273,028
Shares issued to shareholders
  in reinvestment of dividends and
  distributions                                       5,105,388      7,799,962

Total                                             3,284,842,840  2,880,072,990
Shares redeemed                                   3,335,299,466  2,927,974,499

     Net decrease                                   (50,456,626)   (47,901,509)


4. Distributions

The Fund declares dividends daily, pays dividends monthly and automatically
reinvests such dividends in additional Fund shares at net asset value, unless
shareholders request payment in cash. Dividends are declared from a total of
net investment income except for discounts earned other than original issue
discounts. Net realized capital gains, if any, are normally distributed
annually, after deducting prior years' loss carryovers. The Fund may distribute
capital gains more frequently than annually in order to maintain the Fund's net
asset value at $1.00 per share.
     At November 30, 1993, the Fund had net capital loss carryovers of $105,210
of which $2,689 expire in 1995, $78 expire in the year 2000 and $102,443 expire
in 2001.

5.  Trustees' Fees

Each Trustee who is not affiliated with the Fund or its adviser is paid an
annual fee of $6,000.

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Trustees and Shareholders of
Merrill Lynch Institutional Tax-Exempt Fund:

We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Merrill Lynch Institutional Tax-Exempt Fund as
of November 30, 1993, the related statement of operations for the year then
ended, the statements of changes in net assets for the years ended November 30,
1993 and 1992, and the financial highlights for each of the years in the
five-year period ended November 30, 1993. These financial statements and the
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and the
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at November
30, 1993 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Merrill Lynch
Institutional Tax-Exempt Fund at November 30, 1993, the results of its
operations, the changes in its net assets, and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.

Deloitte & Touche

Boston, Massachusetts
December 22, 1993




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