SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-54C
NOTIFICATION OF WITHDRAWAL OF ELECTION TO BE SUBJECT TO
SECTIONS 55 THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940
FILED PURSUANT TO SECTION 54(c) OF THE INVESTMENT COMPANY ACT OF 1940
The undersigned business development company hereby notifies the Securities
and Exchange Commission that it withdraws its election to be subject to sections
55 through 65 of the Investment Company Act of 1940 (the "Act"), pursuant to the
provisions of section 54(c) of the Act, and in connection with such notice of
withdrawal of election submits the following information:
Name: ML-LEE ACQUISITION FUND, L.P.
Address of Principal Business Office (No. & Street, City, State, Zip Code):
2 World Financial Center-14th Floor, New York, NY 10281-6114
Telephone Number (including area code): (212) 236-6576
File Number under the Securities Exchange Act of 1934: 0-15669
The undersigned company (1) has distributed substantially all of its assets
to its securityholders and has effected a winding-up of its affairs and (2) is
not liquidating as part of a merger.
Pursuant to the requirements of the Act, the undersigned company has caused
this notification of withdrawal of election to be subject to sections 55 through
65 of the Act to be duly signed on its behalf of the City of New York and the
State of New York on the 9th day of January, 2001.
ML-LEE ACQUISITION FUND, L.P.
By: Mezzanine Investments, L.P.
Managing General Partner
By: ML Mezzanine Inc.
Its General Partner
By: /s/ Kevin T. Seltzer
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Kevin T. Seltzer
Vice President and Treasurer
Sworn to me this 9th day of January, 2001.
ATTEST: /s/ Gerard M. Haugh
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Gerard M. Haugh
Notary Public, State of New York
No. 01HA5020017
Qualified in Orange County
Commission Expires November 8, 2001
[SEAL]
