<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 1997
FILE NO. 33-8708
FILE NO. 811-4839
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 13 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 14 /X/
(CHECK APPROPRIATE BOX OR BOXES)
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MERRILL LYNCH INTERMEDIATE GOVERNMENT BOND FUND
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
P.O. BOX 9011 08543-9011
PRINCETON, NEW JERSEY (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (609) 282-2800
ROBERT W. CROOK
MERRILL LYNCH INTERMEDIATE GOVERNMENT BOND FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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COPIES TO:
PHILIP L. KIRSTEIN, ESQ. LEONARD B. MACKEY, JR., ESQ.
FUND ASSET MANAGEMENT, L.P. ROGERS & WELLS
P.O. BOX 9011 200 PARK AVENUE
PRINCETON, NEW JERSEY 08543-9011 NEW YORK, NEW YORK 10166
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE
(CHECK APPROPRIATE BOX):
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<S> <C>
/X/ immediately upon filing pursuant to paragraph (b)
/ / on pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / on (date) pursuant to paragraph (a)(i)
/ / 75 days after filing pursuant to paragraph (a)(ii)
/ / on (date) pursuant to paragraph (a)(ii) of rule 485
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IF APPROPRIATE, CHECK THE FOLLOWING BOX:
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<S> <C>
/ / this post-effective amendment designates a new effective date
for a previously filed post-effective amendment
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CALCULATION OF REGISTRATION FEE
THE REGISTRANT HAS REGISTERED AN INDEFINITE NUMBER OF ITS SHARES UNDER THE
SECURITIES ACT OF 1933 PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT
OF 1940. THE NOTICE REQUIRED BY SUCH RULE FOR THE REGISTRANT'S MOST RECENT
FISCAL YEAR WAS FILED ON DECEMBER 21, 1995.
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This Post-Effective Amendment No. 13 (the "Amendment") to the registration
statement of Merrill Lynch Intermediate Government Bond Fund (the "Fund") on
Form N-1A under the Securities Act of 1933 (the "1933 Act") and the Investment
Company Act of 1940 is being filed pursuant to Rule 485(b) of the 1933 Act for
the sole purpose of filing Exhibit 10 to the Amendment, containing the Opinion
of Counsel. The Cross-Reference Sheet, the Fund's Prospectus, its Statement of
Additional Information and Part C, none of which are being in any way changed by
the Amendment, have thus been omitted from the Amendment.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to its Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
County of Suffolk, and Commonwealth of Massachusetts, on the 14th day of
February, 1997.
MERRILL LYNCH INTERMEDIATE
GOVERNMENT BOND FUND
By: /s/ ROBERT W. CROOK
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Robert W. Crook
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registrant's Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ ROBERT W. CROOK President and Trustee February 14, 1997
- ------------------------ (Principal Executive Officer)
Robert W. Crook
* Treasurer (Principal Financial and
----------------------- Accounting Officer)
Gerald M. Richard
* Trustee
-----------------------
A. Bruce Brackenridge
* Trustee
-----------------------
Charles C. Cabot, Jr.
* Trustee
-----------------------
James T. Flynn
* Trustee
-----------------------
Terry K. Glenn
* Trustee
-----------------------
George W. Holbrook, Jr.
* Trustee
-----------------------
W. Carl Kester
*By:/s/ROBERT W. CROOK February 14, 1997
-----------------------
(Robert W. Crook,
Attorney-in-Fact)
</TABLE>
C-7
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT PAGE
NUMBER NUMBER
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<S> <C> <C>
10* -- Opinion of Counsel
</TABLE>
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* Filed herewith.
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EXHIBIT 10
February 14, 1997
Merrill Lynch Intermediate Government Bond Fund
One Financial Center
Boston, Massachusetts 02111-2646
Ladies and Gentlemen:
We have acted as counsel for the Merrill Lynch
Intermediate Government Bond Fund (formerly, Merrill Lynch
Institutional Intermediate Fund), a Massachusetts business trust
(the "Fund"), in connection with (1) a reorganization (the
"Reorganization") in which the Fund (a) will change its
investment objective and change the name of the Fund to "Merrill
Lynch Intermediate Government Bond Fund"; (b) will amend the
investment restrictions of the Fund; and (c) will amend the
Declaration of Trust of the Fund in connection with the
implementation of the Merrill Lynch Select Pricing(System Mark)
System (the "Select Pricing System"), a multiclass distribution
system for the offer and sale of shares of the Fund, and (2) the
preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"1933 Act"), and the Investment Company Act of 1940, as amended,
of an amendment to the Fund's Registration Statement on Form N-1A
(the "Registration Statement").
In so acting, we have examined and relied upon
originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records, documents, certificates
and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinions expressed below.
Based upon the foregoing, and on such examination of
law as we have deemed necessary, we are of the opinion that:
1. The Fund is a voluntary association with
transferable shares of beneficial interest (commonly known as a
Massachusetts business trust) and is legally existing under the
laws of The Commonwealth of Massachusetts; and
2. When the Class A, Class B, Class C and Class D
shares of beneficial interest of the Fund have been offered and
sold as contemplated in the Registration Statement, such shares
will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with
the Securities and Exchange Commission as an Exhibit to the
Registration Statement. In giving this consent, we do not admit
that we are within the category of persons whose consent is
required under Section 7 of the 1933 Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
As to certain matters governed by the laws of the State
of Massachusetts, we have relied on the opinion of Bingham, Dana
& Gould LLP, a copy of which is attached hereto.
Very truly yours,
Rogers & Wells
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BINGHAM, DANA & GOULD LLP
150 Federal Street
Boston, Massachusetts 02110-1729
Tel: 617-951-8000
Fax: 617-951-8736
February 14, 1997
Merrill Lynch Intermediate Government Bond Fund
One Financial Center
Boston, Massachusetts 02111-2646
Ladies and Gentlemen:
We have acted as special Massachusetts counsel for Merrill Lynch
Intermediate Government Bond Fund (formerly, Merrill Lynch Institutional
Intermediate Fund) (the "Trust"), a Massachusetts business trust
created under a written Declaration of Trust dated September 10, 1986, as
amended (the "Trust Agreement").
In connection with this opinion, we have examined the following described
documents:
(a) a certificate of the Secretary of State of The Commonwealth of
Massachusetts as to the existence of the Trust;
(b) copies, certified by the Secretary of State of The Commonwealth of
Massachusetts, of the Trust's Declaration of Trust and of all amendments thereto
on file in the office of the Secretary of State; and
(c) a certificate executed by Jerry Weiss, Secretary of the Trust,
certifying as to, and attaching copies of, the Trust's By-Laws and certain votes
of the Trustees of the Trust authorizing the issuance of an indefinite number of
shares of beneficial interest.
In such examination, we have assumed the genuineness of all signatures, the
conformity to the originals of all of the documents reviewed by us as copies,
the authenticity and completeness of all original documents reviewed by us in
original or copy form and the legal competence of each individual executing any
document.
This opinion is based entirely on our review of the documents listed above.
We have made no other review or investigation of any kind whatsoever, and we
have assumed, without independent inquiry, the accuracy of the information set
forth in such documents.
This opinion is limited solely to the laws of The Commonwealth of
Massachusetts (other than the Massachusetts Uniform Securities Act, as to which
we express no opinion)
<PAGE>
Merrill Lynch Intermediate Government Bond Fund
February 14, 1997
Page 2
as applied by courts in such Commonwealth, to the extent
such laws may apply to or govern the matters covered by this opinion.
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is our
opinion that the Trust is a voluntary association with transferable shares of
beneficial interest (commonly known as a Massachusetts business trust), that the
Trust is legally existing under the laws of The Commonwealth of Massachusetts,
and that the Class A, Class B, Class C and Class D shares of beneficial interest
of the Trust, when issued and sold in accordance with the Trust Agreement, will
be legally issued, fully paid and non-assessable. Shareholders of the Trust may
under certain circumstances be held personally liable for the Trust's
obligations.
We understand that Rogers & Wells will rely on this opinion in order to
prepare an opinion to the Trust, which will be filed with the Securities and
Exchange Commission (the "Commission"). We hereby consent to such use of this
opinion.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to an amendment to the registration statement of the Trust on Form N-1A
under the Securities Act of 1933, as amended (the "1933 Act"), and the
Investment Company Act of 1940, as amended.
In giving this consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the 1933 Act or the rules
and regulations of the Commission thereunder.
Very truly yours,
Bingham, Dana & Gould LLP
BINGHAM, DATA & GOULD LLP
