|
|
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
|
x
|
|
|
Pre-Effective Amendment
No.
|
¨
|
|
|
<R>Post-Effective
Amendment No. 15</R>
|
x
|
|
REGISTRATION STATEMENT
UNDER THE
|
|
|
INVESTMENT COMPANY
ACT OF 1940
|
x
|
|
|
<R>Amendment
No. 16</R>
|
x
|
|
<R>Counsel for
the Fund:
FRANK P. BRUNO, Esq.
Sidley Austin Brown
& Wood
LLP
787 Seventh Avenue
New York, New York
10019-6018</R>
|
PHILIP L. KIRSTEIN,
Esq.
Fund Asset Management,
L.P.
PO Box 9011
Princeton, New Jersey
08543-9011
|
|
x
|
immediately upon filing
pursuant to paragraph (b)
|
|
¨
|
on (date) pursuant to paragraph
(b)
|
|
¨
|
60 days after filing pursuant
to paragraph (a)(1)
|
|
¨
|
on (date) pursuant to paragraph
(a)(1)
|
|
¨
|
75 days after filing pursuant
to paragraph (a)(2)
|
|
¨
|
on (date) pursuant to paragraph
(a)(2) of Rule 485.</R>
|
|
¨
|
this post-effective amendment
designates a new effective date for a previously filed post-effective
amendment.
|
Title of Securities Being Registered: Shares of Common Stock, par value $.10 per share.
|
|
| <R>This Post-Effective Amendment No. 15 to the Registrant’s Registration Statement on Form N-1A (File No. 33-53887) (the “Registration Statement”) consists of the following: (1) the facing sheet of the Registration Statement, (2) Amendment, dated February 4, 2003, to the Registrant’s current Prospectus and Statement of Additional Information, and (3) Part C to the Registration Statement (including signature page). Parts A and B to the Registration Statement, were previously filed on May 29, 2002 in connection with Post-Effective Amendment No. 14 to the Registration Statement. |
| This Post-Effective Amendment No. 15 to the Registration Statement is being filed to: (1) describe the features of the Registrant’s Class R shares, (2) provide certain additional information with respect to the Registrant’s Class C shares, (3) provide updated financial information for the Registrant, (4) file certain exhibits to the Registration Statement, and (5) incorporate certain exhibits by reference into the Registration Statement.</R> |
| <R>Merrill Lynch Mid Cap Value Fund |
|
AMENDMENT DATED FEBRUARY 4, 2003
TO PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION, EACH DATED MAY 29, 2002 |
| Effective February 4, 2003, Merrill Lynch Mid Cap Value Fund began offering Class R shares to certain qualified investors. This amendment to the Fund’s Prospectus and Statement of Additional Information, which should be read in conjunction with such documents, describes the features of the Fund’s Class R shares, provides certain additional information with respect to the Fund’s Class C shares, and provides updated financial information for the Fund. |
|
MID CAP COMPANIES
|
| The definition of mid cap companies found on page three of the prospectus and page two of the Statement of Additional Information is deleted and replaced With the following; |
| Mid Cap market capitalization companies are those whose market capitalization is similar to the market capitalization of companies in the Russell Mid Cap (registered trademark) or the S&P MidCap (registered trademark) at the time of the Fund's investment, Companies whose capitalization no longer meets this definition after purchase continue to be considered companies to have a mid market capitalization for purposes of the 80% policy. As of December 31, 2002 the Russell Mid Cap included companies with capitalizations up to $13.27 billion and the S&P MidCap included companies with capitalizations up to $7.29 billion. The market capitalizations of companies in each index change with market conditions and the composition of the index. |
|
PERFORMANCE INFORMATION
|
|
The Fund’s return as of December 31, 2002 for the Fund’s Class B shares was -25.53%. The Fund’s Class B shares are not subject to an initial sales charge but are subject to a contingent deferred sales charge. The Fund’s Class B shares are also subject to a distribution fee of 0.75% and an account maintenance fee of 0.25%. The Fund’s Class R shares are not subject to an initial sales charge or a contingent deferred sales charge but are subject to a distribution fee of 0.25% and an account maintenance fee of 0.25%. See “Merrill Lynch Select Pricing SM System” in this Amendment for more information about the Fund’s Class R shares. The contingent deferred sales charge for the Fund’s Class B shares is not reflected in the Fund’s return. If this amount were reflected, the return for the Fund would be less than that shown above. How the Fund performed in the past is not necessarily an indication of how the Fund will perform in the future.</R> |
| MERRILL LYNCH MID CAP VALUE FUND |
| <R>UNDERSTANDING EXPENSES |
| Fund investors pay various fees and expenses, either directly or indirectly. Listed below are some of the main types of expenses that the Fund may charge: |
| Expenses paid directly by the shareholder: |
| Shareholder Fees — these include sales charges that you may pay when you buy or sell shares of the Fund. |
| Expenses paid indirectly by the shareholder: |
| Annual Fund Operating Expenses — expenses that cover the costs of operating the Fund. |
| Management Fee — a fee paid to the Investment Adviser for managing the Fund. |
| Distribution Fees — fees used to support the Fund’s marketing and distribution efforts, such as compensating financial advisers and other financial intermediaries, advertising and promotion. |
| Service (Account Maintenance) Fees — fees used to compensate securities dealers and other financial intermediaries for account maintenance activities |
Shareholder Fees (fees paid directly from your investment)
(a):
Class R
Maximum Sales Charge (Load) imposed on purchases (as a
None
Maximum Deferred Sales Charge (Load) (as a percentage of
None
Maximum Sales Charge (Load) imposed on Dividend Reinvestments
None
Redemption Fee
None
Exchange Fee
None
Annual Fund Operating Expenses (expenses that are deducted
Management Fee
0.65%
Distribution and/or Service (12b-1) Fees
(b)
0.50%
Other Expenses (including transfer agency fees)(c)
0.39%
Total Annual Fund Operating Expenses
1.54%
FEES AND EXPENSES
The Fund offers five different classes of shares. This table
describes the fees and expenses that you may pay if you buy and hold Class
R shares of the Fund. Future expenses may be greater or less than those
indicated below.
percentage of offering price)
original purchase price or redemption proceeds, whichever
is lower)
from Fund assets)
(a)
In addition, Merrill Lynch may charge clients
a processing fee (currently $5.35) when a client buys or sells Class R shares.
See “Your Account —How to Buy, Sell, Transfer and Exchange Shares”
in the Fund’s Prospectus.
(b)
The Fund calls the “Service Fee” an
“Account Maintenance Fee.” Account Maintenance Fee is the term
used in the Fund’s Prospectus and in all other Fund materials. If you
hold Class R shares over time, it may cost you more in distribution (12b-1)
fees than the maximum sales charge that you would have paid if you were
a shareholder of one of the other share classes.
(c)
Based on estimated amounts for the Fund’s
most recent fiscal period. Financial Data Services, Inc., an affiliate of
the Investment Adviser, provides transfer agency services to the Fund. The
Fund pays a fee for these services. The Investment Adviser or its affiliates
also provide certain accounting services to the Fund. The Fund reimburses
the Investment Adviser or its affiliates for such services.</R>
2
MERRILL LYNCH MID
CAP VALUE FUND
<R>Examples:
These examples are intended to help you compare the cost
of investing in Class R shares of the Fund with the cost of investing in
other mutual funds.
These examples assume that you invest $10,000 in the Fund
for the time periods indicated, that your investment has a 5% return each
year, that you pay the sales charges, if any, that apply to the particular
class and that the Fund’s operating expenses remain the same. This
assumption is not meant to indicate you will receive a 5% annual rate of
return. Your annual return may be more or less than the 5% used in this
example. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:
| MERRILL LYNCH MID CAP VALUE FUND | 3 |
|
MERRILL LYNCH SELECT PRICING
SM
SYSTEM
|
| With the addition of the Class R shares, the Fund offers five classes of shares. Investors in the Fund may choose from among Class A shares, Class B shares, Class C shares, Class D shares and Class R shares, subject to eligibility requirements. |
| Class R shares are available only to certain retirement plans. Your financial adviser can help you determine whether you are eligible to buy Class R shares. |
| Class R shares are not subject to an initial sales charge or a contingent deferred sales charge. However, Class R shares are subject to a distribution fee of 0.25% and an account maintenance fee of 0.25%.</R> |
| <R>To better understand the pricing of the Fund’s Class R shares, we have summarized the information below. |
Class R
Availability
Available only to certain retirement plans.
Initial Sales Charge?
No. Entire purchase price is invested in the Fund’s
Deferred Sales Charge?
No.
Account Maintenance and Distribution Fees?
0.25% Account Maintenance Fee. 0.25%
Class R shares.
Distribution Fee.
| Please see “Your Account — How to Buy, Sell, Transfer and Exchange Shares” in the Fund’s current Prospectus and/or contact your financial adviser, selected securities dealer or other financial intermediary for more information about the purchase, sale, transfer or exchange of the Fund’s Class R shares. |
|
CLASS C CONTINGENT DEFERRED SALES CHARGE WAIVER
|
| The contingent deferred sales charge on Class C shares of the Fund may be reduced or waived for certain retirement plans in connection with redemptions of Class C shares. |
| 4 | MERRILL LYNCH MID CAP VALUE FUND |
Class A
Increase (Decrease) in
For the Six
2002
2001
2000
1999
1998
Per Share Operating Performance:
Net asset value, beginning of period
$17.12
$16.20
$14.13
$14.18
$13.98
$13.58
Investment income (loss) — net†
—
#
.03
—
#
.15
.11
.07
Realized and unrealized gain (loss) on
(3.87
1.62
4.33
.22
1.05
2.22
Total from investment operations
(3.87
1.65
4.33
.37
1.16
2.29
Less distributions from realized gain
(.32
)
(.73
)
(2.26
)
(.42
)
(.96
)
(1.89
)
Net asset value, end of period
$12.93
$17.12
$16.20
$14.13
$14.18
$13.98
Total Investment Return:*
*
Based on net asset value per share
(22.63
)%##
10.56
%
34.01
%
2.57
%
8.51
%
17.12
%
Ratios to Average Net Assets:
Expenses
1.04
%*
1.10
%
1.47
%
1.41
%
1.45
%
1.63
%
Investment income (loss) — net
.02
%*
.19
%
(.01
%)
.98
%
.75
%
.48
%
Supplemental Data:
Net assets, end of period (in thousands)
$57,041
$72,570
$3,770
$369
$359
$317
Portfolio turnover
37.54
98.94
%
153.48
%
52.89
%
40.10
%
68.75
%
Class B
Increase (Decrease) in
For the Six
2002
2001
2000
1999
1998
Per Share Operating Performance:
Net asset value, beginning of period
$16.64
$15.86
$13.72
$13.92
$13.75
$13.39
Investment loss — net†
(.08
(.12
)
(.11
)
(.02
)
(.05
)
(.09
)
Realized and unrealized gain (loss) on
(3.75
1.56
4.17
.22
1.03
2.19
Total from investment operations
(3.83
1.44
4.06
.20
.98
2.10
Less distributions from realized gain
(.30
)
(.66
)
(1.92
)
(.40
)
(.81
)
(1.74
)
Net asset value, end of period
$12.51
$16.64
$15.86
$13.72
$13.92
$13.75
Total Investment Return:*
*
Based on net asset value per share
(23.00
)%#
9.45
%
32.50
%
1.45
%
7.32
%
15.91
%
Ratios to Average Net Assets:
Expenses
2.09
%*
2.17
%
2.62
%
2.51
%
2.55
%
2.72
%
Investment loss — net
(1.01
)%*
(.78
%)
(.80
%)
(.11
%)
(.35
%)
(.60
%)
Supplemental Data:
Net assets, end of period (in thousands)
$134,716
$162,316
$67,062
$59,736
$62,419
$48,073
Portfolio turnover
37.54
98.94
%
153.48
%
52.89
%
40.10
%
68.75
%
Class C
Increase (Decrease) in
For the Six
2002
2001
2000
1999
1998
Per Share Operating Performance:
Net asset value, beginning of period
$16.61
$15.84
$13.70
$13.91
$13.75
$13.39
Investment loss — net†
(.08
)
(.12
)
(.12
)
(.02
)
(.06
)
(.09
)
Realized and unrealized gain (loss)
(3.74
1.55
4.18
.21
1.03
2.19
Total from investment operations
(3.82
1.43
4.06
.19
.97
2.10
Less distributions from realized gain
(.31
)
(.66
)
(1.92
)
(.40
)
(.81
)
(1.74
)
Net asset value, end of period
$12.48
$16.61
$15.84
$13.70
$13.91
$13.75
Total Investment Return:*
*
Based on net asset value per share
(23.03
)%#
9.38
%
32.55
%
1.38
%
7.23
%
15.93
%
Ratios to Average Net Assets:
Expenses
2.11
%*
2.19
%
2.65
%
2.55
%
2.58
%
2.75
%
Investment loss — net
(1.04
)%*
(.79
%)
(.84
%)
(.15
%)
(.39
%)
(.63
%)
Supplemental Data:
Net assets, end of period (in thousands)
$77,006
$80,227
$37,475
$32,543
$31,188
$22,896
Portfolio turnover
37.54
98.94
%
153.48
%
52.89
%
40.10
%
68.75
%
Class D
Increase (Decrease) in
For the Six
2002
2001
2000
1999
1998
Per Share Operating Performance:
Net asset value, beginning of period
$17.04
$16.14
$14.05
$14.13
$13.94
$13.54
Investment income (loss) — net†
(.02
)
—
#
—
#
.11
.07
.03
Realized and unrealized gain (loss)
(3.85
)
1.60
4.27
.22
1.04
2.22
Total from investment operations
(3.87
)
1.60
4.27
.33
1.11
2.25
Less distributions from realized gain
(.31
)
(.70
)
(2.18
)
(.41
)
(.92
)
(1.85
)
Net asset value, end of period
$12.86
$17.04
$16.14
$14.05
$14.13
$13.94
Total Investment Return:*
*
Based on net asset value per share
(22.69
)%‡
10.31
%
33.66
%
2.35
%
8.19
%
16.89
%
Ratios to Average Net Assets:
Expenses
1.30
%*
1.36
%
1.78
%
1.67
%
1.70
%
1.89
%
Investment income (loss) — net
(.22
)%*
(.02
%)
.02
%
.73
%
.50
%
.23
%
Supplemental Data:
Net assets, end of period (in thousands)
$34,250
$36,225
$7,757
$5,913
$6,236
$5,314
Portfolio turnover
37.54
98.94
%
153.48
%
52.89
%
40.10
%
68.75
%
FINANCIAL STATEMENTS
The financial statements of the Fund are incorporated into
the Fund’s Statement of Additional Information by reference to the
Fund’s 2002 Semi-Annual Report. You may request a copy of the Fund’s
Semi-Annual Report at no charge by calling (800) 637-3863 between 8:30 a.m.
and 5:30 p.m. Eastern time on any business day.</R>
MERRILL LYNCH MID
CAP VALUE FUND
5
<R>FINANCIAL HIGHLIGHTS
The Financial Highlights table is intended to help you
understand the Fund’s financial performance for the periods shown.
Certain information reflects the financial results for a single Fund share.
The total returns in the table represent the rate an investor would have
earned or lost on an investment in the Fund (assuming reinvestment of all
dividends). This information, other than the information for the six-month
period ended July 31, 2002, has been audited by Deloitte & Touche
LLP
,
whose report, along with the Fund’s financial statements, is included
in the Fund’s Annual Report to shareholders, which is available upon
request. The Fund’s financial statements for the six-month period ended
July 31, 2002 are unaudited and included in the Fund’s Semi-Annual
Report to shareholders, which is available upon request.
Net Asset Value:
Months Ended
July 31,
2002
(unaudited)
For the Year
Ended January 31,
investments — net
)
)
on investments — net
%
*
Annualized.
**
Total investment returns exclude the effects
of sales charges.
†
Based on average shares outstanding.
#
Amount is less than $.01 per share.
##
Aggregate total investment return.</R>
6
MERRILL LYNCH MID
CAP VALUE FUND
<R>FINANCIAL HIGHLIGHTS (continued)
Net Asset Value:
Months Ended
July 31,
2002
(unaudited)
For the Year
Ended January 31,
)
investments — net
)
)
on investments — net
%
*
Annualized.
**
Total investment returns exclude the effects
of sales charges.
†
Based on average shares outstanding.
#
Aggregate total investment return.</R>
MERRILL LYNCH MID CAP VALUE FUND
7
<R>FINANCIAL HIGHLIGHTS (continued)
Net Asset Value:
Months Ended
July 31,
2002
(unaudited)
For the Year
Ended January 31,
on investments — net
)
)
on investments — net
%
*
Annualized.
**
Total investment returns exclude the effects
of sales charges.
†
Based on average shares outstanding.
#
Aggregate total investment return.</R>
8
MERRILL LYNCH MID CAP VALUE FUND
<R>FINANCIAL HIGHLIGHTS (concluded)
Net Asset Value:
Months Ended
July 31,
2002
(unaudited)
For the Year
Ended January 31,
on investments — net
on investment — net
%
*
Annualized.
**
Total investment returns exclude the effects
of sales charges.
†
Based on average shares outstanding.
#
Amount is less than $.01 per share.
‡
Aggregate total investment return.</R>
MERRILL LYNCH MID CAP VALUE FUND
9
<R>Code # MCV-PR/SAI-0203SUP</R>
|
Exhibit
Number |
||||
|---|---|---|---|---|
| 1(a) | — | Articles of Incorporation of the Registrant.(a) | ||
| (b) | — | Articles of Amendment of Incorporation of the Registrant filed on November 9, 1994.(a) | ||
| (c) | — | Articles of Amendment of Articles of Incorporation, filed on December 19, 1994.(d) | ||
| (d) | — | Articles of Amendment of Articles of Incorporation of the Registrant filed on July 20, 1995.(e) | ||
| (e) | — | Articles Supplementary to Articles of Incorporation of the Registrant filed on July 20, 1995.(e) | ||
| (f) | — | Articles of Amendment of Articles of Incorporation of the Registrant filed on May 21, 1996.(f) | ||
| (g) | — |
Articles
Supplementary to the Articles of Incorporation of the Registrant filed on
December 22,
1997.(i) |
||
| (h) | — |
Articles
Supplementary to the Articles of Incorporation of the Registrant filed on
December 28,
1998.(j) |
||
| (i) | — |
Articles
of Amendment to the Articles of Incorporation of the Registrant filed on
February 13,
2000.(n) |
||
| (j) | — | Articles of Amendment to the Articles of Incorporation of the Registrant filed on April 3, 2000.(n) | ||
| (k) | — | Articles Supplementary to the Articles of Incorporation of the Registrant filed on February 28, 2001.(g) | ||
| (l) | — |
Articles
Supplementary to the Articles of Incorporation of the Registrant filed on
March 20,
2002.(g)<R> |
||
| (m) | — |
Articles
Supplementary to the Articles of Incorporation of the Registrant filed on
May 22,
2002.(u) |
||
| (n) | — | Articles Supplementary Classifiying Shares of Authorized Capital Stock, Increasing the Authorized Capital Stock of the Corporation, and Creating an Additional Class of Common Stock, dated December 9, 2002.</R> | ||
| 2 | — | By-Laws of the Registrant.(b) | ||
| 3 | — | Portions of the Articles of Incorporation and By-Laws of the Registrant defining the rights of holders of shares of common stock of the Registrant.(c) | ||
| 4(a) | — | Form of Investment Advisory Agreement between Merrill Lynch Mid Cap Value Fund and Merrill Lynch Investment Managers, L.P. (“MLIM”).(l) | ||
| (b) | — |
Form
of Investment Advisory Agreement between Mercury Growth Opportunity Fund
and Fund
Asset Management, L.P. (“FAM”).(l) |
||
| (c) | — |
Form
of Investment Advisory Agreement between Mercury U.S. Government Securities
Fund and
FAM. (l) |
||
| (d) | — | Form of Sub-Advisory Agreement between MLIM and Funds Asset Management UK.(l) | ||
| (e) | — | Form of Sub-Advisory Agreement between FAM and Funds Asset Management UK.(l) | ||
| 5(a) | — |
Form
of Distribution Agreement between Merrill Lynch Mid Cap Value Fund and FAM
Distributors, Inc. (“FAMD”).(o) |
||
| (b) | — | Form of Distribution Agreement between Mercury Growth Opportunity Fund and FAMD.(o) | ||
| (c) | — |
Form
of Distribution Agreement between Mercury U.S. Government Securities Fund
and FAMD.(o) |
||
| 6 | — | None. | ||
| 7 | — | Form of Custody Agreement between the Registrant and The Bank of New York.(g) | ||
| 8(a)(1) | — |
Amended
and Restated Transfer Agency, Dividend Disbursing Agency and Shareholder
Servicing
Agency Agreement between the Registrant and Financial Data Services, Inc.(s) |
||
| (a)(2) | — | Form of Amendment to the Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agreement.(r)<R> | ||
| (a)(3) | — | Amendment to the Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agreement, dated January 1, 2003.</R> | ||
| (b)(1) | — | Amended and Restated Credit Agreement between the Registrant and a syndicate of banks.(h) | ||
| (b)(2) | — | Form of Second Amended and Restated Credit Agreement between the Registrant, a syndicate of banks and certain other parties.(t)<R> | ||
| (b)(3) | — | Form of Third Amended and Restated Credit Agreement between the Registrant, a syndicate of banks and certain other parties.(x)</R> | ||
| (c) | — | Agreement between Merrill Lynch & Co., Inc. and Registrant relating to Registrant’s use of Merrill Lynch name.(a) | ||
| (d) | — | Agreement between Merrill Lynch & Co., Inc. and Registrant relating to Registrant’s use of Mercury name. (l) | ||
| (e) | — | Amended and Restated Credit Agreement between the Registrant and a syndicate of banks.(h) | ||
| (f) | — | Form of Administrative Services Agreement between the Registrant and State Street Bank and Trust Company.(p) | ||
C-1
|
(a)
|
Filed on December 16,
1994 as an Exhibit to Pre-Effective Amendment No. 1 to Registrant’s
Registration Statement on Form N-IA (File No. 33-5388 under the Securities
Act of 1933, as amended (the “Registration Statement”).
|
|
(b)
|
Filed on May 27, 1994 as
an Exhibit to the Pre-Effective Registration Statement.
|
|
(c)
|
Reference is made to Articles
IV, V (Sections 2, 3, 4, 5 and 6), VI, VII and IX of the Registrant’s
Articles of Incorporation, as amended, filed as Exhibits 1(a), 1(b) and
1(c) to this Registration Statement; and to Articles II, III (Sections
1, 3, 5, 6 and 17), VI, VII, XII, XIII and XIV of the Registrant’s
By-Laws filed as Exhibit 2 to this Registration Statement.
|
|
(d)
|
Filed on May 30, 1995,
as an Exhibit to Post-Effective Amendment No. 1 to the Registration Statement.
|
|
(e)
|
Filed on August 9, 1995,
as an Exhibit to Post-Effective Amendment No. 2 to the Registration Statement.
|
|
(f)
|
Filed on May 29, 1996,
as an Exhibit to Post-Effective Amendment No. 5 to the Registration Statement.
|
|
(g)
|
Filed on March 21, 2002
as an Exhibit to Post-Effective Amendment No. 13 to the Registration Statement.
|
|
(h)
|
Incorporated by reference
to Exhibit b to the Issuer Tender Offer Statement on Schedule TO of Merrill
Lynch Senior Floating Rate Fund, Inc. (File No. 333-15973), filed on December
14, 2000.
|
|
(i)
|
Filed on May 19, 1998,
as an Exhibit to Post-Effective Amendment No. 7 to the Registration Statement.
|
|
(j)
|
Filed on April 1, 1999,
as an Exhibit to Post-Effective Amendment No. 8 to the Registration Statement.
|
|
(k)
|
Incorporated by reference
as Exhibit 8(b) to the Registration Statement on Form N-1A of Master Premier
Growth Trust (File No. 811-09733), filed on December 21, 1999.
|
|
(l)
|
Filed on February 1, 2000,
as Exhibit to Post-Effective Amendment No. 11 to the Registration Statement.
|
|
(m)
|
Incorporated by reference
to Exhibit 15 to Post-Effective Amendment No. 9 to the Registration Statement
on Form N-1A of Merrill Lynch Multi-State Limited Maturity Municipal Series
Trust (File No. 33-50417), filed on November 22, 2000.
|
C-2
|
(n)
|
Filed on April 4, 2000,
as an Exhibit to Post-Effective Amendment No. 12 to the Registration Statement.
|
|
(o)
|
Incorporated by reference
to Exhibit 5 to Post-Effective Amendment No. 12 to the Registration Statement
on Form N-1A of Merrill Lynch Adjustable Rate Securities Fund, Inc. (File
No. 33-40332), filed on July 5, 2000.
|
|
(p)
|
Incorporated by reference
to Exhibit 8(d) to Post-Effective Amendment No. 1 to the Registration
Statement on Form N-1A of Merrill Lynch Focus Twenty Fund, Inc. (File
No. 333-89775) filed on March 20, 2001.
|
|
(q)
|
Incorporated by reference
to Exhibit 13 to Post-Effective Amendment No. 14 to the Registration Statement
on Form N-1A of Merrill Lynch Adjustable Rate Securities Fund, Inc. (File
No. 33-40332), filed on September 28, 2000.
|
|
(r)
|
Incorporated by reference
to Exhibit 8(d) to Post-Effective Amendment No. 11 to the Registration
Statement on Form N-1A of Merrill Lynch International Equity Fund (File
No. 33-44917) filed on September 28, 2001.
|
|
(s)
|
Filed on May 25, 2001
as an Exhibit to Post-Effective Amendment No. 12 to
the Registration Statement.
|
|
(t)
|
Incorporated by reference
to Exhibit (b)(2) to the Issuer Tender Offer Statement on schedule TO
of Merrill Lynch Senior Floating Rate Fund, Inc. (File No. 333-39837),
filed on December 14, 2001.<R>
|
|
(u)
|
Filed on May 28, 2002 as
an Exhibit to Post-Effective Amendment No. 14 to the Registrant’s
Registration Statement.
|
|
(v)
|
Incorporated by reference
to Exhibit 13(d) to Post-Effective Amendment No. 32 to the Registration
Statement on Form N-1A of Merrill Lynch Basic Value Fund, Inc. (File No.
2-58521), filed on December 20, 2002.
|
|
(w)
|
Incorporated by reference
to Exhibit 14 to Post-Effective Amendment No. 32 to the Registration Statement
on Form N-1A of Merrill Lynch Basic Value Fund, Inc. (File No. 2-58521),
filed on December 20, 2002.
|
|
(x)
|
Incorporated by reference
to Exhibit (b)(3) to the Issuer Tender Offer Statement on Schedule TO
of Merrill Lynch Senior Floating Rate Fund, Inc. (File No. 333-15973),
filed on December 13, 2002.
|
|
(y)
|
Incorporated by reference
to Exhibit 14(a) to Post-Effective Amendment No. 4 to the Registration
Statement on Form N-1A of Mercury U.S. Small Cap Growth Fund of Mercury
Funds, Inc. (File No. 333-85731), filed on October 24, 2002.</R>
|
Insofar
as the conditional advancing of indemnification moneys for actions based on
the Investment Company Act of 1940, as amended (the “Investment Company
Act”) may be concerned, Article VI of the Registrant’s By-Laws provides
that such payments will be made only on the following conditions: (i) advances
may be made only on receipt of a written affirmation of such person’s
good faith belief that the standard of conduct necessary for indemnification
has been met and a written undertaking to repay any such advance if it is
ultimately determined that the standard of conduct has not been met; and (ii)
(a) such promise must be secured by a security for the undertaking in form
and amount acceptable to the Registrant, (b) the Registrant is insured against
losses arising by receipt by the advance, or (c) a majority of a quorum of
the Registrant’s disinterested non-party Directors, or an independent
legal counsel in a written opinion, shall determine, based upon a review of
readily available facts, that at the time the advance is proposed to be made,
there is reason to believe that the person seeking indemnification will ultimately
be found to be entitled to indemnification.
In
Section 9 of the Distribution Agreement relating to the securities being offered
hereby, the Registrant agrees to indemnify the Distributor and each person,
if any, who controls the Distributor within the meaning of the Securities
Act of 1933, as amended (the “Securities Act”), against certain
types of civil liabilities arising in connection with the Registration Statement
or Prospectus and Statement of Additional Information.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Directors, officers and controlling persons of the Registrant and the principal underwriter pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Director, officer, or controlling person of the Registrant and the principal underwriter in connection with the successful defense of any action, suit or proceeding) is asserted by such Director, officer or controlling person or the principal underwriter in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
C-3
The address of each of these registered investment companies is P.O. Box 9011, Princeton, New Jersey 08543-9011, except that the address of Merrill Lynch Funds for Institutions Series is One Financial Center, 23rd Floor, Boston, Massachusetts 02111-2665. The address of MLIM, FAM, Princeton Services, Inc. (“Princeton Services”) and Princeton Administrators, L.P. (“Princeton Administrators”) is also P.O. Box 9011, Princeton, New Jersey 08543-9011. The address of FAM Distributors, Inc. (“FAMD”) is P.O. Box 9081, Princeton, New Jersey 08543-9081. The address of Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Merrill Lynch & Co., Inc. (“ML & Co.”) is World Financial Center, North Tower, 250 Vesey Street, New York, New York 10080. The address of the Fund’s transfer agent, Financial Data Services, Inc. (“FDS”), is 4800 Deer Lake Drive East, Jacksonville, Florida 32246-6484.</R>
C-4
Set forth below is a list of each executive officer and partner of FAM and MLIM indicating each business, profession, vocation or employment of a substantial nature in which each such person or entity has been engaged since February 1, 2000, for his, her or its own account or in the capacity of director, officer, partner or trustee. In addition, Mr. Glenn is President and Mr. Burke is Vice President and Treasurer of all or substantially all of the investment companies described in the first two paragraphs of this Item 26, and Mr. Doll is an officer of one or more of such companies.
|
Name
|
Position(s)
with MLIM/FAM
|
Other
Substantial Business, Profession,
Vocation or Employment |
|||
|---|---|---|---|---|---|
| ML & Co | Limited Partner | Financial Services Holding Company | |||
| Princeton Services | General Partner | ||||
| Robert C. Doll, Jr. | President |
Co-Head (Americas Region) of MLIM
from 2000 to 2001 and Senior Vice President thereof from 1999 to 2001; Director of Princeton Services; Chief Investment Officer of OppenheimerFunds, Inc. in 1999 and Executive Vice President thereof from 1991 to 1999 |
|||
| Terry K. Glenn |
Chairman
(Americas
Region) and Executive Vice President |
President
of Merrill Lynch Mutual Funds; Executive Vice
President and Director of Princeton Services; President and Director of FAMD; President of Princeton Administrators; Director of FDS |
|||
| Donald C. Burke |
First
Vice President
and Treasurer; Director of Taxation of MLIM |
Senior Vice President and Treasurer of Princeton Services; Vice President of FAMD | |||
| Philip L. Kirstein |
General
Counsel
(Americas Region) |
Senior Vice President, Secretary, General Counsel and Director of Princeton Services | |||
| Debra W. Landsman-Yaros | Senior Vice President | Senior Vice President of Princeton Services; Vice President of FAMD | |||
| Stephen M.M. Miller | Senior Vice President of MLIM |
Executive
Vice President of Princeton Administrators;
Senior Vice President of Princeton Services |
|||
|
<R> |
|||||
| Mary E. Taylor |
Head
(Americas
Region) of MLIM |
Senior Vice President of ML & Co. | |||
Merrill Lynch Asset Management U.K. Limited (“MLAM U.K.”) acts as sub-adviser for a number of registered investment companies advised by FAM or MLIM. The address of each of these registered investment companies is P.O. Box 9011, Princeton, New Jersey 08543-9011. The address of MLAM U.K. is 33 King William Street, London, EC4R, 9AS, England.</R>
C-5
|
Name
|
Position(s)
With
MLAM UK |
Other
Substantial Business,
Profession, Vocation or Employment |
||
|---|---|---|---|---|
| Terry K. Glenn | Director and Chairman |
President
of Merrill Lynch Mutual Funds; Chairman
(Americas Region) of MLIM and FAM; Executive Vice President of MLIM and FAM; Executive Vice President and Director of Princeton Services; President and Director of FAMD; President of Princeton Administrators; Director of FDS |
||
| Nicholas C.D. Hall | Director |
Director
of Mercury Asset Management Ltd. and the
Institutional Liquidity Fund PLC; First Vice President and General Counsel for Merrill Lynch Mercury Asset Management |
||
| James T. Stratford | Alternate Director |
Director of Mercury Asset
Management Group Ltd.;
Head of Compliance, Merrill Lynch Mercury Asset Management |
||
| Donald C. Burke | Treasurer |
First Vice President and
Treasurer of MLIM and
FAM; Director of Taxation of MLIM; Senior Vice President and Treasurer of Princeton Services; Vice President of FAMD |
||
| Carol Ann Langham | Company Secretary | None | ||
| Debra Anne Searle | Assistant Company Secretary | None | ||
Item 27.
Principal Underwriters.
<R>(a) FAMD acts as the principal underwriter for the Registrant and for each of the following open-end registered investment companies: Financial Institutions Series Trust, Mercury Basic Value Fund, Inc., Mercury Global Holdings, Inc., Mercury Funds II, Mercury Large Cap Series Funds, Inc., Mercury Small Cap Value Fund, Inc., Mercury U.S. High Yield Fund, Inc., Merrill Lynch Balanced Capital Fund, Inc., Merrill Lynch Basic Value Fund, Inc., Merrill Lynch Bond Fund, Inc., Merrill Lynch California Municipal Series Trust, Merrill Lynch Developing Capital Markets Fund, Inc., Merrill Lynch Disciplined Equity Fund, Inc., Merrill Lynch Dragon Fund, Inc., Merrill Lynch Emerging Markets Debt Fund, Inc., Merrill Lynch Equity Income Fund, Merrill Lynch EuroFund, Merrill Lynch Focus Twenty Fund, Inc., Merrill Lynch Focus Value Fund, Inc., Merrill Lynch Fundamental Growth Fund, Inc., Merrill Lynch Funds for Institutions Series, Merrill Lynch Global Allocation Fund, Inc., Merrill Lynch Global Balanced Fund of Mercury Funds, Inc., Merrill Lynch Global Financial Services Fund, Inc., Merrill Lynch Global Bond Fund for Investment and Retirement, Merrill Lynch Global Growth Fund, Inc., Merrill Lynch Global SmallCap Fund, Inc., Merrill Lynch Global Technology Fund, Inc., Merrill Lynch Global Value Fund, Inc., Merrill Lynch Healthcare Fund, Inc., Merrill Lynch Index Funds, Inc., Merrill Lynch International Equity Fund, Merrill Lynch International Fund of Mercury Funds, Inc., Merrill Lynch Latin America Fund, Inc., Merrill Lynch Large Cap Growth V.I. Fund of Mercury VI Funds, Inc., Merrill Lynch Large Cap Series Funds, Inc., Merrill Lynch Multi-State Municipal Series Trust, Merrill Lynch Municipal Bond Fund, Inc., Merrill Lynch Municipal Series Trust, Merrill Lynch Natural Resources Trust, Merrill Lynch Pacific Fund, Inc., Merrill Lynch Pan-European Growth Fund of Mercury Funds, Inc., Merrill Lynch Ready Assets Trust, Merrill Lynch Retirement Series Trust, Merrill Lynch Series Fund, Inc., Merrill Lynch Short Term U.S. Government Fund, Inc., Merrill Lynch Small Cap Value Fund, Inc., Merrill Lynch U.S. Government Mortgage Fund, Merrill Lynch U.S. High Yield Fund, Inc., Merrill Lynch U.S. Treasury Money Fund, Merrill Lynch U.S.A. Government Reserves, Merrill Lynch Utilities and Telecommunications Fund, Inc., Merrill Lynch Variable Series Funds, Inc., Merrill Lynch World Income Fund, Inc. and The Asset Program, Inc. FAMD also acts as the principal underwriter for the following closed-end registered investment companies: Merrill Lynch Senior Floating Rate Fund, Inc. and Merrill Lynch Senior Floating Rate Fund II, Inc.</R>
C-6
|
Name
|
Position(s) and
Office(s) with FAMD |
Position(s)
and Office(s) with Registrant
|
||
|---|---|---|---|---|
| Terry K. Glenn | President and Director | President and Director | ||
| Michael G. Clark | Treasurer and Director | None | ||
| Thomas J. Verage | Director | None | ||
| Michael J. Brady | Vice President | None | ||
| William M. Breen | Vice President | None | ||
| Donald C. Burke | Vice President | Vice President and Treasurer | ||
| <R></R> | ||||
| Debra W. Landsman-Yaros | Vice President | None | ||
| William Wasel | Vice President | None | ||
| Robert Harris | Secretary | None | ||
Item 28. Location of Accounts and Records.
Not applicable.
C-7
|
T
HE
A
SSET
P
ROGRAM
I
NC
.
|
|
(Registrant)
|
| <R> |
By:
|
|
|
|
|
(Donald C. Burke,
Vice President and Treasurer)
|
|
Signatures
|
Title
|
Date
|
||
|---|---|---|---|---|
|
T
ERRY
K. G
LENN
*
(Terry K. Glenn) |
President
(Principal Executive
Officer) and Director |
|||
|
D
ONALD
C. B
URKE
*
(Donald C. Burke) |
Vice
President and Treasurer
(Principal Financial and Accounting Officer) |
|||
C-8
| <R> EXHIBIT INDEX |
Exhibit
Number
Description
1
(n)
—
Articles Supplementary Classifying
Shares of Authorized Capital Stock, Increasing the Authorized Capital
Stock of the Corporation, and Creating an Additional Class of Common
Stock, dated December 9, 2002.
8
(a)(3)
—
Amendment to the Transfer
Agency, Dividend Disbursing Agency, and Shareholder Servicing Agreement,
dated January 1, 2003.
—
Consent of Deloitte &
Touche
LLP
, independent auditors for the Registrant.</R>
Exhibit 1(n)
THE ASSET PROGRAM, INC.
Articles Supplementary Classifying Shares of Authorized Capital Stock, Increasing the Authorized Capital Stock of the Corporation, and Creating an Additional Class of Common Stock
THE ASSET PROGRAM, INC. (hereinafter called the "Corporation"), a Maryland corporation, having its principal office in the State of Maryland in the City of Baltimore, hereby certifies to the State Department of Assessments and Taxation of the State of Maryland that:
1. The Corporation is registered as an open-end investment company under the Investment Company Act of 1940, as amended, with the authority to issue Two Hundred Million (200,000,000) shares of capital stock as follows:
Series and Classes Number of Authorized Shares
------------------ ---------------------------
Merrill Lynch Mid Cap Value Fund
Class A Common Stock 20,000,000
Class B Common Stock 40,000,000
Class C Common Stock 10,000,000
Class D Common Stock 10,000,000
Mercury U.S. Government Securities Fund
Class I Common Stock 6,250,000
Class A Common Stock 6,250,000
Class B Common Stock 15,000,000
Class C Common Stock 6,250,000
Mercury Growth Opportunity Fund
Mercury Class I Common Stock 6,250,000
Mercury Class A Common Stock 6,250,000
Mercury Class B Common Stock 15,000,000
Mercury Class C Common Stock 15,000,000
Merrill Lynch Class A Common Stock 6,250,000
Merrill Lynch Class B Common Stock 15,000,000
Merrill Lynch Class C Common Stock 15,000,000
Merrill Lynch Class D Common Stock 6,250,000
|
Total: 198,750,000
The remaining One Million Two Hundred Fifty Thousand (1,250,000) shares of authorized capital stock are not designated as to any series or class. All shares of all series and classes of the Corporation's capital stock have a par value of Ten Cents ($0.10) per share, and an aggregate par value of Twenty Million Dollars ($20,000,000).
2. The Board of Directors of the Corporation, acting in accordance with
Section 2-105(c) of the Maryland General Corporation Law, hereby increases
the authorized but undesignated capital stock of the Corporation by Twenty
Two Million Five Hundred Thousand (22,500,000) shares.
3. The Board of Directors of the Corporation, acting in accordance with Article IV, Paragraph 2 of the Articles of Incorporation of the Corporation, hereby classifies and reclassifies the stock of the Corporation as follows:
(a) Six Million Two Hundred Fifty Thousand (6,250,000) shares of unissued Class I Common Stock, Six Million Two Hundred Fifty Thousand (6,250,000) shares of unissued Class A Common Stock, Eleven Million Two Hundred Fifty Thousand (11,250,000) shares of unissued Class B Common Stock, and Six Million Two Hundred Fifty Thousand (6,250,000) shares of unissued Class C Common Stock of the Corporation's Mercury U.S. Government Securities Fund are hereby reclassified as Class C Common Stock of the Corporation's Merrill Lynch Mid Cap Value Fund;
(b) Six Million Two Hundred Fifty Thousand (6,250,000) shares of unissued Merrill Lynch Class A Common Stock, Fifteen Million (15,000,000) shares of unissued Merrill Lynch Class B Common Stock, Two Million Five Hundred Thousand (2,500,000) shares of unissued Merrill Lynch Class C Common Stock, and Six Million Two Hundred Fifty Thousand (6,250,000) shares of unissued Merrill Lynch Class D Common Stock of the Corporation's Mercury Growth Opportunity Fund are hereby reclassified as Class D Common Stock of the Corporation's Merrill Lynch Mid Cap Value Fund;
(c) Three Million Seven Hundred Fifty Thousand (3,750,000) shares of unissued Class B Common Stock of the Corporation's Mercury U.S. Government Securities Fund, Twelve Million Five Hundred Thousand (12,500,000) of unissued Merrill Lynch Class C Common Stock of the Corporation's Mercury Growth Opportunity Fund are hereby reclassified as Class R Common Stock of the Corporation's Merrill Lynch Mid Cap Value Fund (the "Class R Common Stock"); and
(d) Twenty Three Million Seven Hundred Fifty Thousand (23,750,000) shares of the Corporation's authorized but undesignated capital stock are hereby classified as Class R Common Stock.
4. The preferences, designations, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms or conditions of redemption of Class R Common Stock are as follows:
The Class R Common Stock shall represent the same interest in the Corporation and have identical preferences, designations, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption as the Class C Common Stock of Merrill Lynch Mid Cap Value Fund as of the date of these Articles Supplementary, except as otherwise set forth in the Corporation's charter and further except that:
(i) Expenses related to the distribution of the Class R Common Stock shall be borne solely by such class and such class shall have exclusive voting rights with respect to matters relating to the expenses being borne solely by such class; and
(ii) Such distribution expenses borne solely by Class R Common Stock shall be appropriately reflected (in the manner determined by the Board of Directors) in the net asset value, dividends, distribution and liquidation rights of the shares of such class.
5. After this increase and the reclassification of authorized shares, the Corporation will have the authority to issue Two Hundred Twenty Two Million Five Hundred Thousand (222,500,000) shares of capital stock as follows:
Series and Classes Number of Authorized Shares
------------------ ---------------------------
Merrill Lynch Mid Cap Value Fund
Class A Common Stock 20,000,000
Class B Common Stock 40,000,000
Class C Common Stock 40,000,000
Class D Common Stock 40,000,000
Class R Common Stock 40,000,000
Mercury Growth Opportunity Fund
Class I Common Stock 6,250,000
Class A Common Stock 6,250,000
Class B Common Stock 15,000,000
Class C Common Stock 15,000,000
Total: 222,500,000
|
After this increase and the reclassification of authorized shares, all shares of all series and classes of the Corporation's capital stock will have a par value of Ten Cents ($0.10) per share, and an aggregate par value of Twenty Million Dollars ($22,250,000).
IN WITNESS WHEREOF, THE ASSET PROGRAM, INC. has caused these presents to be signed in its name and on its behalf by its President and attested by its Secretary on the 9th day of December, 2002.
THE ASSET PROGRAM, INC.
By: /s/ Terry K. Glenn
----------------------------
Terry K. Glenn
President
Attest:
/s/ Susan B. Baker
----------------------------
Susan B. Baker
Secretary
|
The undersigned, President of THE ASSET PROGRAM, INC., who executed on behalf of said Corporation the foregoing Articles Supplementary, of which this certificate is made a part, hereby acknowledges the foregoing Articles Supplementary to be the corporate act of said Corporation and further certifies that as to all of the matters and facts required to be verified under oath, that to the best of his knowledge, information and belief, the matters set forth therein are true in all material respects, under the penalties of perjury.
Dated: December 9, 2002 /s/ Terry K. Glenn
----------------------------
Terry K. Glenn
President
|
Exhibit 8(a)(3)
AMENDMENT
TO THE
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
WHEREAS, Financial Data Services, Inc. ("FDS") and Merrill Lynch Mid Cap Value Fund, Inc. (the "Fund"), on behalf of its self and certain of its series, entered into a Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreement as amended (the "Agreement");
WHEREAS, the parties hereto desire to amend the Agreement to reflect the Fund's issuance of Class R shares; and
WHEREAS, the parties hereto desire to amend the Agreement to reflect services FDS may provide to the Fund in connection with the Fund's money laundering prevention programs and compensation to FDS for such services.
NOW, THEREFORE, FDS end the Fund hereby amend the Agreement as follows:
1. The parties agree that, in order to more accurately reflect the conduct of their business relationship, Paragraph 3(f) of the Agreement shall be re-designated Paragraph 3(g) and a new Paragraph 3(f) added to read in its entirety: "FDS agrees to perform such anti-money laundering ("AML") functions with respect to the Fund's shares as the Fund or its agent may delegate to FDS from time to time or as FDS is otherwise obligated to perform. In accordance with mutually-agreed procedures, FDS shall use its best efforts in carrying out such functions under the Fund's AML program. Fund shareholders (which for this purpose shall mean only shareholders of record) are customers of the Fund and not customers of FDS and the Fund retains legal responsibility under the USA PATRIOT Act for AML compliance with respect to transactions in Fund shares." FDS agrees to cooperate with any request from examiners of US Government agencies having jurisdiction over the Fund for information and records relating to the Fund's AML program and consents to inspections by such examiners for this purpose.
2. The parties agree that the compensation payable in connection with certain accounts will be modified. Pursuant to Section 4 of the Agreement, the compensation payable to FDS on services for such accounts is set forth in the Amended and Restated Schedule of Fees attached to this Amendment, which shall become a part of the Agreement and shall be effective January 1, 2003.
IN WITNESS HEREOF, the parties hereto have executed this Amendment as of this 1st day of January, 2003.
MERRILL LYNCH MID CAP VALUE FUND, INC.
By: /s/ Donald C. Burke
----------------------------
Donald C. Burke
Treasurer
|
FINANCIAL DATA SERVICES, INC.
By: /s/ Sharon L. Hockersmith
----------------------------
Sharon L. Hockersmith
Vice President
|
AMENDED AND RESTATED
SCHEDULE OF FEES
MERRILL LYNCH MUTUAL FUNDS
Transfer Agency and Record-keeping Fees:
The Fund shall pay monthly the following transfer agency and record-keeping fees to FDS, unless otherwise noted:
-------------------------------------------------------------------------------- Proprietary Retail(1) $16 $19 -------------------------------------------------------------------------------- Third Party(2) $16 $19 -------------------------------------------------------------------------------- Direct Account $20 $23 -------------------------------------------------------------------------------- MFA ERISA(3) 0.10% 0.10% -------------------------------------------------------------------------------- RG Recordkept Plans(4) $16 $19 -------------------------------------------------------------------------------- ML Connect Network Plans(5) $16 S19 -------------------------------------------------------------------------------- |
NOTES:
1. Shares, are sold through Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), excluding MFA ERISA accounts. Certain MLPF&S fee-based program accounts are subject to separately negotiated transfer agency and record-keeping fees.
2. Shares are sold through broker-dealers other than MLPF&S.
3. Shares are held through the MLPF&S MFA (Mutual Fund Advisor) program, or any other fee-based program, in accounts requiring equalization under ERISA. Fees are calculated based on average daily net assets.
4. Shares are sold to participants of a defined benefit or defined contribution plan (a "Plan") that is recordkept by Merrill Lynch.
5. Shares are sold to participants of a Plan for which a third-party administrator (currently BISYS, Paychex, Inc., Invesco Retirement, Inc., MFS and Oppenheimer Funds) is the record-keeper pursuant to certain agreements with Merrill Lynch.
6. Fees apply to accounts that are active for any portion of a month.
Out-of-Pocket Expenses:
The Fund shall pay the following out-of-pocket costs incurred by FDS:
o AML compliance costs, including, but not limited to, legal fees, reporting agency fees, and incremental personnel expenses, but only insofar as any of the foregoing fees and expenses relate to "direct" individual accounts. The Fund shall not pay for any costs related to the underlying beneficial owners of any omnibus or other similar type of accounts.
o Postage
o Special Mail processing expenses, including, but not limited to, postal presort, householding, exception extract, and duplicate elimination)
o Envelopes/stationery
o Record storage and retrieval
o Telephone (local and long distance)
o Pre-authorized checks
o Returned check fees/charges and other similar fees/charges
o Handling costs or similar supplemental charges imposed by ADP or other vendor delivering goods and services related to the Agreement
o Fed wire charges, excluding wires to/from Fund custody accounts
o Forms
o Any other costs as mutually agreed by the parties
Estimated miscellaneous out-of-pocket expenses are paid monthly based on an annualized rate of $0.04 per account. This estimated expense rate may be increased or decreased periodically, as necessary, to more accurately reflect anticipated actual expenses. On a semi-annual basis, the actual miscellaneous out-of-pocket expenses incurred will be compared to the estimated out-of-pocket expense paid. The appropriate adjustment will be made by FDS Finance or MLIM Accounts Payable at that time.
Extraordinary Expenses:
The fees and expense reimbursements described above do not cover extraordinary services, including, but not limited to, administration of a reorganization or liquidation of the Fund, remedial actions necessitated by errors or omissions of the Fund or any of its agents, or conversion of the Fund to another transfer agent. Fees and expenses reimbursements, in connection with extraordinary services, will be mutually agreed by the parties prior to the performance of such services.
| Exhibit 10 |
| INDEPENDENT AUDITORS’ CONSENT |
| We consent to the incorporation by reference in Post-Effective amendment No. 15 to Registration Statement No. 33-53887 on Form N-1A of our report dated March 8, 2002 appearing in the January 31, 2002 Annual Report of Merrill Lynch Mid Cap Value Fund, and to the reference to us under the caption “Financial Highlights” in the Prospectus, which is part of such Registration Statement. |
|
/s/ Deloitte & Touche
LLP
New York, New York January 31, 2003 |