As filed with the Securities and Exchange Commission on February 25, 2003
Securities Act File No. 33-4026
Investment Company Act File No. 811-4612
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. 21 |
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and/or |
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REGISTRATION STATEMENT UNDER THE
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Amendment No. 23 |
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(Check appropriate box or boxes) |
Merrill Lynch EuroFund
(Exact Name of Registrant as Specified in Charter)
800 Scudders Mill Road
Plainsboro, New Jersey 08536
(Address of Principal Executive Offices)
(609) 282-2800
(Registrants telephone number, including Area Code)
Terry K. Glenn
Merrill Lynch EuroFund
800 Scudders Mill Road
Plainsboro, New Jersey
Mailing Address: P.O. Box 9011, Princeton, New Jersey 08543-9011
(Name and Address of Agent for Service)
Copies to:
Counsel for the Trust: |
Philip L. Kirstein, Esq. |
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SIDLEY AUSTIN BROWN & WOOD LLP |
MERRILL LYNCH |
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787 Seventh Avenue |
INVESTMENT MANAGERS, L.P. |
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New York, New York 10019-6018 |
P.O. Box 9011 |
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Attention: Thomas R. Smith, Jr., Esq. |
Princeton, New Jersey 08543-9011 |
It is proposed that this filing will become effective (check appropriate box):
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. |
If appropriate, check the following box:
¨ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Title of Securities Being Registered: Shares of Beneficial Interest, par value $.10 per share.
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www.mlim.ml.com |
Prospectus
February 25, 2003
Merrill Lynch EuroFund
This Prospectus contains information you should know before investing, including information about risks. Please read it before you invest and keep it for future reference.
The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
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KEY FACTS
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DETAILS ABOUT THE FUND
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YOUR ACCOUNT
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MANAGEMENT OF THE FUND
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FOR MORE INFORMATION
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Back Cover
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Back Cover
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MERRILL LYNCH EUROFUND
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Key Facts
In an effort to help you better understand the many concepts involved in making an investment decision, we have defined highlighted terms in this prospectus in the sidebar.
Equity Securities common stock, preferred stock convertible securities or securities or other instruments whose price is linked to the value of common stock.
Common Stock securities representing shares of ownership of a corporation.
Convertible Securities fixed income securities, such as bonds or preferred stock, that are exchangeable for shares of common stock of the issuer or another company.
MERRILL LYNCH EUROFUND AT A GLANCE
What is the Funds investment objective?
The Funds investment objective is to seek capital appreciation primarily through investment in equities of corporations domiciled in European countries.
What are the Funds main investment strategies?
Under normal circumstances, the Fund will invest at least 80% of its assets in equity securities, including common stock and convertible securities , of companies located in Europe. The Fund currently expects that a majority of the Funds assets will be invested in equity securities of companies in Western European countries such as the United Kingdom, Germany, the Netherlands, Switzerland, Sweden, France, Italy, Belgium, Norway, Denmark, Finland, Portugal, Austria and Spain. The Fund may also invest in Eastern European countries. Fund management selects the countries in which to invest using a variety of considerations including a particular countrys economic growth potential, currency and taxation factors and other political and financial considerations. Within particular countries the Fund considers the condition and growth potential of industry sectors and selects what Fund management believes are attractively valued companies within those sectors.
The Fund tries to choose investments that it believes are undervalued, which means that their prices are less than Fund management believes they are worth. Current income from dividends and interest will not be an important consideration in choosing investments.
What are the main risks of investing in the Fund?
The Fund cannot guarantee that it will achieve its objective.
As with any fund, the value of the Funds investments and therefore the value of Fund shares may fluctuate. These changes may occur because a particular stock market in which the Fund invests is rising or falling. Also, Fund management may select securities that underperform the stock market, the relevant indices or other funds with similar investment objectives and investment strategies. If the value of the Funds investments goes down, you may lose money.
The Fund will invest most of its assets in foreign securities. Foreign investing involves special risks including foreign currency risk and the possibility of substantial volatility due to adverse political, economic or other developments. Foreign securities may also be less liquid and harder to value than U.S.
MERRILL LYNCH EUROFUND |
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Are investing for long term goals
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Want a professionally managed and diversified portfolio of European equity securities as part of your total investment portfolio
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Are looking for exposure to the European markets
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Are willing to accept the risks of foreign investing in order to seek capital appreciation
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Are not looking for a significant amount of current income
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MERRILL LYNCH EUROFUND
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MERRILL LYNCH EUROFUND
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After-tax returns are shown only for Class B shares and will vary for other classes. The after-tax returns are calculated using the historical highest marginal Federal individual income tax rates in effect during the periods measured and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts or through tax advantaged education savings accounts.
Average Annual Total Returns* (for the periods ended December 31, 2002) |
One Year |
Five Years |
Ten Years/ Life of Fund |
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Merrill Lynch EuroFund Class A: |
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Return Before Taxes** |
-17.10 |
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1.48 |
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10.07 |
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Merrill Lynch EuroFund Class B: |
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Return Before Taxes** |
-16.87 |
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1.28 |
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9.53 |
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Return After Taxes on Distributions** |
-16.69 |
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-1.13 |
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6.53 |
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Return After Taxes on Distributions and Sale of Fund Shares** |
-10.09 |
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0.70 |
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7.11 |
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Merrill Lynch EuroFund Class C: |
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Return Before Taxes** |
-14.20 |
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1.53 |
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7.33 |
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Merrill Lynch EuroFund Class D: |
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Return Before Taxes** |
-17.24 |
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1.24 |
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7.48 |
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MSCI Europe Index*** |
-18.38 |
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-2.26 |
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7.96/5.70 |
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* | The inception date for Class R shares was January 1, 2003; therefore, information for Class R shares is not included. |
** | Includes all applicable fees and sales charges. |
*** | The MSCI Europe Index is an unmanaged broad based capitalization-weighted Index comprised of 615 stocks, including representative sampling of large-,medium-, and small-capitalization companies. Performance does not reflect the deduction of fees, expenses or taxes. Past performance is not predictive of future performance. |
| Class Inception date is October 21, 1994. |
| Ten years and since October 31, 1994. |
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MERRILL LYNCH EUROFUND |
Shareholder Fees (fees paid directly from your investment)(a):
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Class A
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Class B(b)
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Class C
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Class D
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Class R
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Maximum Sales Charge (Load) imposed on purchases (as a percentage of offering price)
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5.25%(c)
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None
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None
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5.25%(c)
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None
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Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is lower)
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None(d)
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4.0%(c)
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1.0%(c)
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None(d)
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None
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Maximum Sales Charge (Load) imposed on Dividend Reinvestments
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None
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None
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None
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None
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None
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Redemption Fee
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None
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None
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None
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None
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None
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Exchange Fee
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None
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None
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None
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None
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None
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Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
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Management Fee
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0.75%
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0.75%
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0.75%
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0.75%
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0.75%
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Distribution and/or Service (12b-1) Fees(e)
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None
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1.00%
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1.00%
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0.25%
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0.50%
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Other Expenses (including transfer agency fees)(f)
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0.31%
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0.35%
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0.35%
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0.31%
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0.31%
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Total Annual Fund Operating Expenses
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1.06%
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2.10%
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2.10%
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1.31%
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1.56%
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(a)
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In addition, Merrill Lynch may charge clients a processing fee (currently $5.35) when a client buys or sells shares. See Your Account How
to Buy, Sell, Transfer and Exchange Shares.
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(b)
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Class B shares automatically convert to Class D shares approximately eight years after you buy them and will no longer be subject to distribution fees.
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(c)
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Some investors may qualify for reductions in or waivers of the sales charge (load).
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(d)
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You may pay a deferred sales charge if you purchase $1 million or more and you redeem within one year.
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(e)
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The Fund calls the Service Fee an Account Maintenance Fee. Account Maintenance Fee is the term used in this Prospectus and in all other
Fund materials. If you hold Class B, Class C or Class R shares over time, it may cost you more in distribution and account maintenance (12b-1) fees than the maximum sales charge that you would have paid if you had bought one of the other
classes.
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(f)
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Financial Data Services, Inc., an affiliate of the Manager, provides transfer agency services to the Fund. The Fund pays a fee for these services. The Manager
or its affiliates also provide certain accounting services to the Fund and the Fund reimburses the Manager or its affiliates for such services.
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MERRILL LYNCH EUROFUND
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*
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Assumes conversion to Class D shares approximately eight years after purchase. See note (b) to the Fees and Expenses table above.
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MERRILL LYNCH EUROFUND
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Details About the Fund
ABOUT THE PORTFOLIO MANAGERS
The Fund is managed by a team of investment professionals including Hubert Aarts and James Macmillan. Since 2003 Mr. Aarts, is primarily responsible for the day-to-day management of the Fund. Mr. Aarts has been a portfolio manager with Merrill Lynch Asset Management U.K. Limited or its affiliates since 1995.
ABOUT THE MANAGER
Merrill Lynch Investment Managers is the Funds Manager and Merrill Lynch Asset Management U.K. Limited is the sub-adviser.
HOW THE FUND INVESTS
The Funds main objective is growth of capital. The Fund does not consider current income from dividends and interest to be an important consideration in selecting investments.
Outlined below are the main strategies the Fund uses in seeking to achieve its objective:
Under normal circumstances at least 80% of the Funds assets will consist of equity securities, primarily common stock and securities convertible into common stock of companies located in Europe. This policy, which is a non-fundamental policy of the Fund, may not be changed without 60 days prior notice to shareholders.
In selecting securities, Fund management emphasizes companies that it believes are undervalued. Fund management may determine a stock is undervalued if it has a below-average price/earnings ratio that may pay above-average dividends. Fund management may also determine a company is undervalued if its stock price is down because of temporary factors from which Fund management believes the company will recover.
The Fund has no limits on the geographic asset distribution of its investments within Europe. However, the Fund anticipates that a majority of the Funds assets will be invested in companies located in Western European countries such as:
The United Kingdom |
Italy |
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Germany |
Belgium |
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Greece |
Norway |
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Luxembourg |
Denmark |
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The Netherlands |
Finland |
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Switzerland |
Portugal |
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Sweden |
Austria |
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France |
Spain |
If political and economic conditions warrant, the Fund may invest in issuers located in Eastern European countries.
In making its decisions as to which country to invest in, the Fund will consider:
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The condition and growth potential of the various economies and securities markets and the companies which are located in those markets |
MERRILL LYNCH EUROFUND |
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| Currency and taxation factors |
| Other financial, social and political factors which may have an effect on the investment climate |
The Fund considers a company to be located in the country where:
| It is legally organized, or |
| The primary trading market for its securities is located, or |
| At least 50% of the companys (and its subsidiaries) non-current assets, capitalization, gross revenues or profits have been located during one of the last two fiscal years. |
In particular countries, Fund management considers the condition and growth potential of industry sectors and selects what it believes to be attractively valued companies within those sectors.
Other Strategies. In addition to the main strategies discussed above, the Fund may use certain other investment strategies:
As a temporary measure for defensive purposes, the Fund may invest in other types of securities such as nonconvertible debt securities and nonconvertible preferred stocks, government and money market securities of U.S. and non-U.S. issuers, or cash. The Fund may make these investments or increase its investment in these securities when Fund management is unable to find enough attractive long term investments, to reduce exposure to European equities when Fund management believes it is advisable to do so, or to meet redemptions. The Fund will normally invest a portion of the portfolio in U.S. dollars or short term interest bearing U.S. dollar denominated securities to provide for possible redemptions. Investments in short term debt securities can be sold easily and have limited risk of loss but earn only limited returns and may limit the Funds ability to meet its investment objective.
The Fund may also lend its portfolio securities and may invest uninvested cash balances in affiliated money market funds.
The Fund may use derivatives including futures, options on futures, forwards, options and indexed securities. Derivatives are financial instruments whose value is derived from another security, a commodity (such as gold or oil), a currency or an index such as the Standard & Poors 500 Index. Derivatives may be volatile and subject to liquidity, leverage and credit risk.
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MERRILL LYNCH EUROFUND |
This section contains a summary discussion of the general risks of investing in the Fund. As with any fund, there can be no guarantee that the Fund will meet its objective or that the Funds performance will be positive for any period of time.
Set forth below are the main risks of investing in the Fund:
Market Risk and Selection Risk Market risk is the risk that a stock market in one or more countries in which the Fund invests will go down in value, including the possibility that a market will go down sharply and unpredictably. Selection risk is the risk that the securities that Fund management selects will underperform the stock markets, the relevant indices or other funds with similar investment objectives and investment strategies.
Value Investing Style Risk The Fund follows a basic contrary-opinion value investment style. This investment style may over time go in and out of favor. At times when the value investing style is out of favor, the Fund may underperform other equity funds that use different investment styles.
Foreign Market Risk Since the Fund invests in foreign securities, it offers the potential for more diversification than a fund that invests only in the United States. This is because stocks traded on foreign markets have often (though not always) performed differently from securities traded in the United States. However, such investments involve special risks not present in U.S. investments that can increase the chances that the Fund will lose money. In particular, the Fund is subject to the risk that because there are generally fewer investors on foreign exchanges and a smaller number of shares traded each day, it may make it difficult for the Fund to buy and sell securities on those exchanges. In addition, prices of foreign securities may go up and down more than prices of securities traded in the United States.
With respect to the Funds investments in Europe, the possible addition of up to ten new countries to the Economic and Monetary Union (EMU) during 2003 could potentially destabilize EMU if the transition does not proceed as planned. Such destabilization could adversely affect the Funds European investments.
Foreign Economy Risk The economies of certain foreign markets often do not compare favorably with the economy of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources and balance of payments position. Certain such economies may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic
MERRILL LYNCH EUROFUND |
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developments, the imposition of economic sanctions against a particular country or countries, changes in international trading patterns, trade barriers and other protectionist or retaliatory measures.
Investments in foreign markets may also be adversely affected by governmental actions such as the imposition of capital controls, nationalization of companies or industries, expropriation of assets or the imposition of punitive taxes. In addition, the governments of certain countries may prohibit or impose substantial restrictions on foreign investing in their capital markets or in certain industries. Any of these actions could severely affect security prices, impair the Funds ability to purchase or sell foreign securities or transfer the Funds assets or income back into the United States, or otherwise adversely affect the Funds operations.
Other foreign market risks include foreign exchange controls, difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing favorable legal judgments in foreign courts and political and social instability. Legal remedies available to investors in certain foreign countries may be less extensive than those available to investors in the United States or other foreign countries.
Currency Risk Securities in which the Fund invests are usually denominated or quoted in currencies other than the U.S. dollar. Changes in foreign currency exchange rates affect the value of the Funds portfolio. Generally, when the U.S. dollar rises in value against a foreign currency, a security denominated in that currency loses value because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is worth more U.S. dollars. This risk, generally known as currency risk, means that a strong U.S. dollar will reduce returns for U.S. investors while a weak U.S. dollar will increase those returns.
Governmental Supervision and Regulation/Accounting Standards Many foreign governments supervise and regulate stock exchanges, brokers and the sale of securities less than the United States does. Some countries may not have laws to protect investors the way that the U.S. securities laws do. For example, some countries may have no laws or rules against insider trading. Insider trading occurs when a person buys or sells a companys securities based on non-public information about that company. Accounting standards in other countries are not necessarily the same as in the United States. If the accounting standards in another country do not require as much detail as U.S. accounting
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MERRILL LYNCH EUROFUND |
standards, it may be harder for Fund management to completely and accurately determine a companys financial condition. Also, brokerage commissions and other costs of buying or selling securities often are higher in foreign countries than they are in the United States. This reduces the amount the Fund can earn on its investments.
Certain Risks of Holding Fund Assets Outside the United States The Fund generally holds its foreign securities and cash in foreign banks and securities depositories. Some foreign banks and securities depositories may be recently organized or new to the foreign custody business. In addition, there may be limited or no regulatory oversight over their operations. Also, the laws of certain countries may put limits on the Funds ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, goes bankrupt. In addition, it is often more expensive for the Fund to buy, sell and hold securities in certain foreign markets than in the United States. The increased expense of investing in foreign markets reduces the amount the Fund can earn on its investments and typically results in a higher operating expense ratio for the Fund than for investment companies invested only in the United States.
Settlement Risk Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically generated by the settlement of U.S. investments. Communications between the United States and emerging market countries may be unreliable, increasing the risk of delayed settlements or losses of security certificates. Settlements in certain foreign countries at times have not kept pace with the number of securities transactions; these problems may make it difficult for the Fund to carry out transactions. If the Fund cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If the Fund cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Fund could be liable to that party for any losses incurred.
Emerging Markets Risk The risks of foreign investments are usually much greater for emerging markets. Investments in emerging markets may be considered speculative. Emerging markets include those in countries defined as emerging or developing by the World Bank, the International Finance Corporation or the United Nations. Emerging markets are riskier because they
MERRILL LYNCH EUROFUND |
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develop unevenly and may never fully develop. They are more likely to experience hyperinflation and currency devaluations, which adversely affect returns to U.S. investors. In addition, the securities markets in many of these countries have far lower trading volumes and less liquidity than developed markets. Since these markets are so small, they may be more likely to suffer sharp and frequent price changes or long term price depression because of adverse publicity, investor perceptions or the actions of a few large investors.
In addition, traditional measures of investment value used in the United States, such as price to earnings ratios, may not apply to certain small markets.
Many emerging markets have histories of political instability and abrupt changes in policies. As a result, their governments are more likely to take actions that are hostile or detrimental to private enterprise or foreign investment than those of more developed countries. Certain emerging markets may also face other significant internal or external risks, including the risk of war, and ethnic, religious, and racial conflicts. In addition, governments in many emerging market countries participate to a significant degree in their economies and securities markets, which may impair investment and economic growth.
Convertibles Convertibles are generally debt securities or preferred stocks that may be converted into common stock. Convertibles typically pay current income as either interest (debt security convertibles) or dividends (preferred stocks). A convertibles value usually reflects both the stream of current income payments and the value of the underlying common stock. The market value of a convertible performs like that of a regular debt security; that is, if market interest rates rise, the value of a convertible usually falls. Since it is convertible into common stock, the convertible also has the same types of market and issuer risk as the value of the underlying common stock.
The Fund may also be subject to certain other risks associated with its investments or investment strategies, including:
Securities Lending The Fund may lend securities with a value up to 33 1 / 3 % of its total assets to financial institutions that provide cash or securities issued or guaranteed by the U.S. government as collateral. Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Fund may lose money and there may be a delay in recovering the loaned securities. The Fund could also lose money if it does not recover the securities and/or the value of the collateral falls,
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MERRILL LYNCH EUROFUND |
including the value of investments made with cash collateral. These events could trigger adverse tax consequences to the Fund.
Borrowing and Leverage Risk The Fund may borrow for temporary emergency purposes, including to meet redemptions. Borrowing may exaggerate changes in the net asset value of Fund shares and in the return on the Funds portfolio. Borrowing will cost the Fund interest expense and other fees. The cost of borrowing may reduce the Funds return. Certain securities that the Fund buys may create leverage, including, for example, futures contracts and options, warrants and indexed and inverse securities.
Derivatives The Fund may use derivative instruments including futures, options on futures, forwards, options. Derivatives allow the Fund to increase or decrease its risk exposure more quickly and efficiently than other types of instruments.
Derivatives are volatile and involve significant risks, including:
Credit risk the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its financial obligation to the Fund.
Currency risk the risk that changes in the exchange rate between currencies will adversely affect the value (in U.S. dollar terms) of an investment.
Leverage risk the risk associated with certain types of investments or trading strategies (such as borrowing money to increase the amount of investments) that relatively small market movements may result in large changes in the value of an investment. Certain investments or trading strategies that involve leverage can result in losses that greatly exceed the amount originally invested.
Liquidity risk the risk that certain securities may be difficult or impossible to sell at the time that the seller would like or at the price that the seller believes the security is currently worth.
Index risk If the derivative is linked to the performance of an index, it will be subject to the risks associated with changes in that index. If the index changes, the Fund could receive lower interest payments or experience a reduction in the value of the derivative to below what the Fund paid. Certain indexed securities, including inverse securities (which move in an
MERRILL LYNCH EUROFUND |
15 |
opposite direction to the index), may create leverage, to the extent that they increase or decrease in value at a rate that is a multiple of the changes in the applicable index. |
The Fund may use derivatives for hedging purposes, including anticipatory hedges. Hedging is a strategy in which the Fund uses a derivative to offset the risks associated with other Fund holdings. While hedging can reduce losses, it can also reduce or eliminate gains or cause losses if the market moves in a different manner than anticipated by the Fund or if the cost of the derivative outweighs the benefit of the hedge. Hedging also involves the risk that changes in the value of the derivative will not match those of the holdings being hedged as expected by the Fund, in which case any losses on the holdings being hedged may not be reduced or may be increased. There can be no assurance that the Funds hedging strategy will reduce risk or that hedging transactions will be either available or cost effective. The Fund is not required to use hedging and may choose not to do so.
Warrants A warrant gives the Fund the right to buy a quantity of stock. The warrant specifies the amount of underlying stock, the purchase (or exercise) price, and the date the warrant expires. The Fund has no obligation to exercise the warrant and buy the stock.
A warrant has value only if the Fund can exercise it before it expires. If the price of the underlying stock does not rise above the exercise price before the warrant expires, the warrant generally expires without any value and the Fund loses any amount it paid for the warrant. Thus, investments in warrants may involve substantially more risk than investments in common stock. Warrants may trade in the same markets as their underlying stock; however, the price of the warrant does not necessarily move with the price of the underlying stock.
Depositary Receipts The Fund may invest in securities of foreign issuers in the form of Depositary Receipts or other securities that are convertible into securities of foreign issuers. American Depositary Receipts are receipts typically issued by an American bank or trust company that show evidence of underlying securities issued by a foreign corporation. European Depositary Receipts and Global Depositary Receipts each evidence a similar ownership arrangement. The Fund may also invest in unsponsored Depositary Receipts. The issuers of such unsponsored Depositary Receipts are not obligated to disclose material information in the United States. Therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the Depositary Receipts.
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MERRILL LYNCH EUROFUND |
Small Cap and Emerging Growth Securities Small cap or emerging growth companies may have limited product lines or markets. They may be less financially secure than larger, more established companies. They may depend on a small number of key personnel. If a product fails, or if management changes, or there are other adverse developments, the Funds investment in a small cap or emerging growth company may lose substantial value.
The securities of small cap or emerging growth companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than larger cap securities or the stock market as a whole. Investing in small caps and emerging growth securities requires a long term view.
Illiquid Securities The Fund may invest up to 15% of its net assets in illiquid securities that it cannot easily sell within seven days at current value or that have contractual or legal restrictions on resale. If the Fund buys illiquid securities it may be unable to quickly sell them or may be able to sell them only at a price below current value.
Restricted Securities Restricted securities have contractual or legal restrictions on their resale. They include private placement securities that the Fund buys directly from the issuer. Private placement and other restricted securities may not be listed on an exchange and may have no active trading market. Restricted securities may be illiquid. The Fund may be unable to sell them on short notice or may be able to sell them only at a price below current value. The Fund may get only limited information about the issuer, so it may be less able to predict a loss. In addition, if Fund management receives material adverse nonpublic information about the issuer, the Fund will not be able to sell the securities.
Rule 144A Securities Rule 144A securities are restricted securities that can be resold to qualified institutional buyers but not to the general public. Rule 144A securities may have an active trading market, but carry the risk that the active trading market may not continue.
STATEMENT OF ADDITIONAL INFORMATION
If you would like further information about the Fund, including how it invests, please see the Statement of Additional Information.
MERRILL LYNCH EUROFUND |
17 |
18
|
MERRILL LYNCH EUROFUND
|
Class A
|
Class B
|
Class C
|
Class D
|
Class R
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Availability
|
Limited to certain investors including:
Current Class A
shareholders
Certain Retirement Plans
Participants in certain
Merrill Lynch sponsored programs
Certain affiliates of Merrill Lynch selected securities dealers and other financial intermediaries.
|
Generally available through Merrill Lynch. Limited availability through selected securities dealers and other financial intermediaries.
|
Generally available through Merrill Lynch. Limited availability through selected securities dealers and other financial intermediaries.
|
Generally available through Merrill Lynch. Limited availability through selected securities dealers and other financial intermediaries.
|
Available only to certain retirement plans.
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Initial Sales
Charge? |
Yes. Payable at time of purchase. Lower sales charges available for larger investments.
|
No. Entire purchase price is invested in shares of the Fund.
|
No. Entire purchase price is invested in shares of the Fund.
|
Yes. Payable at time of purchase. Lower sales charges available for larger investments.
|
No. Entire purchase price is invested in shares of the Fund.
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Deferred Sales Charge?
|
No. (May be charged for purchases over
$1 million that are redeemed within one year.) |
Yes. Payable if you redeem within six
years of purchase. |
Yes. Payable if you redeem within one year of purchase.
|
No. (May be charged for purchases over
$1 million that are redeemed within one year.) |
No.
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Account Maintenance and Distribution Fees?
|
No.
|
0.25% Account Maintenance Fee 0.75% Distribution Fee.
|
0.25% Account Maintenance Fee 0.75% Distribution Fee.
|
0.25% Account Maintenance Fee
No Distribution Fee. |
0.25% Account Maintenance Fee 0.25% Distribution Fee.
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Conversion to Class D shares?
|
No.
|
Yes, automatically after approximately eight years.
|
No.
|
N/A
|
No.
|
|||||
|
|
|
|
|
|
|
|
|
|
|
MERRILL LYNCH EUROFUND
|
19
|
Your Investment
|
As a % of Offering Price
|
As a % of Your Investment*
|
Dealer Compensation as a % of Offering Price
|
|||
|
|
|
|
|
|
|
Less than $25,000
|
5.25%
|
5.54%
|
5.00%
|
|||
|
|
|
|
|
|
|
$25,000 but less than $50,000
|
4.75%
|
4.99%
|
4.50%
|
|||
|
|
|
|
|
|
|
$50,000 but less than $100,000
|
4.00%
|
4.17%
|
3.75%
|
|||
|
|
|
|
|
|
|
$100,000 but less than $250,000
|
3.00%
|
3.09%
|
2.75%
|
|||
|
|
|
|
|
|
|
$250,000 but less than $1,000,000
|
2.00%
|
2.04%
|
1.80%
|
|||
|
|
|
|
|
|
|
$1,000,000 and over**
|
0.00%
|
0.00%
|
0.00%
|
|||
|
|
|
|
|
|
|
*
|
Rounded to the nearest one-hundredth percent.
|
**
|
If you invest $1,000,000 or more in Class A or Class D shares, you may not pay an initial sales charge. In that case, the Manager compensates the selling dealer
or other financial intermediary from its own funds. However, if you redeem your shares within one year after purchase, you may be charged a deferred sales charge. This charge is 1.00% of the lesser of the original cost of the shares being redeemed
or your redemption proceeds. A sales charge of 0.75% will be charged on purchases of $1,000,000 or more of Class A or Class D shares by certain employer-sponsored retirement or savings plans.
|
|
|
Purchases under a
Right of Accumulation
or
Letter of Intent
|
|
|
Merrill Lynch Blueprint
SM
Program participants
|
|
|
TMA
SM
Managed
Trusts
|
|
|
Certain Merrill Lynch investment or central asset accounts
|
|
|
Certain employer-sponsored retirement or savings plans
|
|
|
Purchases using proceeds from the sale of certain Merrill Lynch closed-end funds under certain circumstances
|
|
|
Certain investors, including directors or trustees of Merrill Lynch mutual funds and Merrill Lynch employees
|
20
|
MERRILL LYNCH EUROFUND
|
|
|
Certain fee-based programs of Merrill Lynch and other financial intermediaries that have agreements with the Distributor or its affiliates
|
MERRILL LYNCH EUROFUND
|
21
|
Years Since Purchase
|
Sales Charge*
|
|
|
|
|
0 1
|
4.00%
|
|
|
|
|
1 2
|
4.00%
|
|
|
|
|
2 3
|
3.00%
|
|
|
|
|
3 4
|
3.00%
|
|
|
|
|
4 5
|
2.00%
|
|
|
|
|
5 6
|
1.00%
|
|
|
|
|
6 and thereafter
|
0.00%
|
|
|
|
|
*
|
The percentage charge will apply to the lesser of the original cost of the shares being redeemed or the proceeds of your redemption. Shares acquired through
reinvestment of dividends are not subject to a deferred sales charge. For shares acquired before June 1, 2001, the four-year deferred sales charge schedule in effect at that time will apply. Not all Merrill Lynch funds have identical deferred sales
charge schedules. If you exchange your shares for shares of another fund, the higher charge will apply.
|
|
|
Certain post-retirement withdrawals from an IRA or other retirement plan if you are over 59
1
/
2
years old
|
|
|
Redemption by certain eligible 401(a) and 401(k) plans, certain related accounts, group plans participating in the Merrill Lynch Blueprint
SM
Program and certain retirement plan rollovers
|
|
|
Redemption in connection with participation in certain fee-based programs of Merrill Lynch or other financial intermediaries that have agreements with the
Distributor or its affiliates, or in connection with involuntary termination of an account in which Fund shares are held
|
|
|
Withdrawals resulting from shareholder death or disability as long as the waiver request is made within one year of death or disability or, if later, reasonably
promptly following completion of probate
|
22
|
MERRILL LYNCH EUROFUND
|
| Withdrawal through the Merrill Lynch Systematic Withdrawal Plan of up to 10% per year of your Class B account value at the time the plan is established |
Your Class B shares convert automatically into Class D shares approximately eight years after purchase. Any Class B shares received through reinvestment of dividends paid on converting shares will also convert at that time. Class D shares are subject to lower annual expenses than Class B shares. The conversion of Class B to Class D shares is not a taxable event for Federal income tax purposes.
Different conversion schedules apply to Class B shares of different Merrill Lynch mutual funds. For example, Class B shares of a fixed-income fund typically convert approximately ten years after purchase compared to approximately eight years for equity funds. If you acquire your Class B shares in an exchange from another fund with a shorter conversion schedule, the Funds eight year conversion schedule will apply. If you exchange your Class B shares in the Fund for Class B shares of a fund with a longer conversion schedule, the other funds conversion schedule will apply. The length of time that you hold both the original and exchanged Class B shares in both funds will count toward the conversion schedule. The conversion schedule may be modified in certain other cases as well.
Class C Shares
If you redeem Class C shares within one year after purchase, you may be charged a deferred sales charge of 1.00%. The charge will apply to the lesser of the original cost of the shares being redeemed or the proceeds of your redemption. You will not be charged a deferred sales charge when you redeem shares that you acquire through reinvestment of Fund dividends. The deferred sales charge relating to Class C shares may be reduced or waived in connection with involuntary termination of an account in which Fund shares are held, withdrawals through the Merrill Lynch Systematic Withdrawal Plan or in connection with redemptions of Class C shares by certain retirement plans.
Class C shares do not offer a conversion privilege.
Class R Shares
Class R shares are available only to certain retirement plans. If you buy Class R shares, you will not pay either an initial sales charge or a contingent deferred sales charge. However, Class R shares are subject to a distribution fee of 0.25%
MERRILL LYNCH EUROFUND |
23 |
24
|
MERRILL LYNCH EUROFUND
|
If You Want to |
Your Choices |
Information Important for You to Know |
||||
|
||||||
Buy Shares |
First, select the share class appropriate for you |
Refer to the Merrill Lynch Select Pricing table on page 19. Be sure to read this Prospectus carefully. |
||||
|
||||||
Next, determine the amount of your investment |
The minimum initial investment for the Fund is $1,000 for all accounts except: $250 for certain Merrill Lynch fee-based programs $100 for Merrill Lynch Blueprint SM Progam
$100 for retirement plans.
(The minimums for initial investments may be waived under certain circumstances.) |
|||||
|
|
|||||
Have your Merrill Lynch Financial Advisor, selected securities dealer or other financial intermediary submit your purchase order |
The price of your shares is based on the next calculation of net asset value after your order is placed. Any purchase orders placed prior to the close of business on the New York Stock Exchange (generally 4:00 p.m. Eastern time) will be priced at the net asset value determined that day. Certain financial intermediaries, however, may require submission of orders prior to that time.
Purchase orders placed after that time will be priced at the net asset value determined on the next business day. The Fund may reject any order to buy shares and may suspend the sale of shares at any time. Selected securities dealers or other financial intermediaries, including Merrill Lynch, may charge a processing fee to confirm a purchase. Merrill Lynch currently charges a fee of $5.35. |
|||||
|
||||||
Or contact the Transfer Agent |
To purchase shares directly, call the Transfer Agent at 1-800-MER-FUND and request a purchase application. Mail the completed purchase application to the Transfer Agent at the address on the inside back cover of this Prospectus. |
|||||
|
||||||
Add to Your Investment |
Purchase additional shares |
The minimum investment for additional purchases is generally $50 except that retirement plans have a minimum additional purchase of $1 and certain programs, such as automatic investment plans, may have higher minimums.
(The minimums for additional purchases may be waived under certain circumstances.) |
||||
|
||||||
Acquire additional shares through the automatic dividend reinvestment plan |
All dividends are automatically reinvested without a sales charge. |
|||||
|
||||||
Participate in the automatic investment plan |
You may invest a specific amount on a periodic basis through certain Merrill Lynch investment or central asset accounts. |
|||||
|
||||||
Transfer Shares to Another Securities Dealer or Other Financial Intermediary |
Transfer to a participating securities dealer or other financial intermediary |
You may transfer your Fund shares only to another securities dealer that has entered into an agreement with the Distributor. Certain shareholder services may not be available for the transferred shares. You may only purchase additional shares of funds previously owned before the transfer. All future trading of these assets must be coordinated by the receiving firm. |
||||
|
||||||
Transfer to a non-participating securities dealer or other financial intermediary |
You must either:
Transfer your shares to an account with the Transfer Agent;
Sell your shares, paying any applicable deferred sales charge. |
|||||
|
MERRILL LYNCH EUROFUND |
25 |
If You Want to
|
Your Choices
|
Information Important for You to Know
|
||||
|
|
|
|
|
|
|
Sell Your Shares
|
Have your Merrill Lynch Financial Advisor, selected securities dealer or other financial intermediary submit your sales order
|
The price of your shares is based on the next calculation of net asset value after your order is placed. For your redemption request to be priced at the net asset value
on the day of your request, you must submit your request to your dealer or other financial intermediary prior to that days close of business on the New York Stock Exchange (generally 4:00 p.m. Eastern time). Certain financial intermediaries,
however, may require submission of orders prior to that time. Any redemption request placed after that time will be priced at the net asset value at the close of business on the next business day.
Securities dealers or other financial intermediaries, including Merrill Lynch, may charge a fee to process a redemption of shares. Merrill Lynch currently charges a fee of $5.35. No processing fee is
charged if you redeem shares directly through the Transfer Agent.
The Fund may reject an order to sell shares under certain
circumstances.
|
||||
|
|
|
|
|
|
|
Sell through the Transfer Agent
|
You may sell shares held at the Transfer Agent by writing to the Transfer Agent at the address on the inside back cover of this Prospectus. All shareholders on the
account must sign the letter. A signature guarantee will generally be required but may be waived in certain limited circumstances. You can obtain a signature guarantee from a bank, securities dealer, securities broker, credit union, savings
association, national securities exchange or registered securities association. A notary public seal will not be acceptable. If you hold stock certificates, return the certificates with the letter. The Transfer Agent will normally mail redemption
proceeds within seven days following receipt of a properly completed request. If you make a redemption request before the Fund has collected payment for the purchase of shares, the Fund or the Transfer Agent may delay mailing your proceeds. This
delay will usually not exceed ten days.
You may also sell shares held at the Transfer Agent by telephone request if the amount being sold is less
than $50,000 and if certain other conditions are met. Contact the Transfer Agent at 1-800-MER-FUND for details.
|
|||||
|
|
|
|
|
|
|
Sell Shares Systematically
|
Participate in the Funds Systematic Withdrawal Plan
|
You can choose to receive systematic payments from your Fund account either by check or through direct deposit to your bank account on a monthly or quarterly basis. If
you hold your Fund shares in a Merrill Lynch CMA
®
, or Retirement Account you can arrange for systematic redemptions of a fixed dollar amount on a monthly, bi-monthly, quarterly, semi-annual or annual basis, subject to certain
conditions. Under either method you must have dividends automatically reinvested. For Class B and Class C shares your total annual withdrawals cannot be more than 10% per year of the value of your shares at the time your plan is established. The
deferred sales charge is waived for systematic redemptions. Ask your Merrill Lynch Financial Advisor or other financial intermediary for details.
|
||||
|
|
|
|
|
|
|
26
|
MERRILL LYNCH EUROFUND
|
If You Want to
|
Your Choices
|
Information Important for You to Know
|
||||
|
|
|
|
|
|
|
Exchange Your Shares
|
Select the fund into which you want to exchange. Be sure to read that funds prospectus
|
You can exchange your Class A, Class B, Class C, or Class D shares of the Fund for shares of many other Merrill Lynch mutual funds. You must have held the shares used in
the exchange for at least 15 calendar days before you can exchange to another fund.
|
||||
Each Class A, Class B, Class C, or Class D share is generally exchangeable for shares of the same class of another fund. If you own Class A shares and wish to exchange
into a fund in which you have no Class A shares (and are not eligible to purchase Class A shares), you will exchange into Class D shares.
|
||||||
Some of the Merrill Lynch mutual funds impose a different initial or deferred sales charge schedule. If you exchange Class A or
Class D shares for shares of a fund with a higher initial sales charge than you originally paid, you will be charged the difference at the time of exchange. If you exchange Class B shares for shares of a fund with a different deferred sales charge schedule, the higher schedule will generally apply. The time you hold Class B or Class C shares in both funds will count when determining your holding period for calculating a deferred sales charge at redemption. If you exchange Class A or Class D shares for money market fund shares, you will receive Class A shares of Summit Cash Reserves Fund. Class B or Class C shares of the Fund will be exchanged for Class B shares of Summit Cash Reserves Fund. |
||||||
To exercise the exchange privilege contact your Merrill Lynch Financial Advisor or other financial intermediary or call the Transfer Agent at 1-800-MER-FUND.
|
||||||
Although there is currently no limit on the number of exchanges that you can make, the exchange privilege may be modified or terminated at any time in the
future.
|
||||||
|
|
|
|
|
|
|
MERRILL LYNCH EUROFUND
|
27
|
HOW SHARES ARE PRICED
When you buy shares, you pay the net asset value , plus any applicable sales charge. This is the offering price. Shares are also redeemed at their net asset value, minus any applicable deferred sales charge. The Fund calculates its net asset value (generally by using market quotations) each day the New York Stock Exchange is open as of the close of business on the Exchange based on prices at the time of closing. The Exchange generally closes at 4:00 p.m. Eastern time. If events that are expected to materially affect the value of securities traded in other markets occur between the close of those markets and the close of business on the New York Stock Exchange, those securities may be valued at their fair value. The net asset value used in determining your share price is the next one calculated after your purchase or redemption order is placed. Foreign securities owned by the Fund may trade on weekends or other days when the Fund does not price its shares. As a result, the Funds net asset value may change on days when you will not be able to purchase or redeem the Funds shares.
The Fund may accept orders from certain authorized financial intermediaries or their designees. The Fund will be deemed to receive an order when accepted by the intermediary or designee and the order will receive the net asset value next computed by the Fund after such acceptance. If the payment for a purchase order is not made by a designated later time, the order will be canceled and the financial intermediary could be held liable for any losses.
Generally, Class A shares will have the highest net asset value because that class has the lowest expenses, Class D shares will have a higher net asset value than Class B, Class C or Class R shares and Class R shares will have a higher net asset value than Class B or Class C shares. Also, dividends paid on Class A, Class D and Class R shares will generally be higher than dividends paid on Class B and Class C shares because Class A, Class D and Class R shares have lower expenses.
PARTICIPATION IN FEE-BASED PROGRAMS
If you participate in certain fee-based programs offered by Merrill Lynch or other financial intermediaries, you may be able to buy Class A shares at net asset value, including by exchanges from other share classes. Sales charges on the shares being exchanged may be reduced or waived under certain circumstances.
28 |
MERRILL LYNCH EUROFUND |
You generally cannot transfer shares held through a fee-based program into another account. Instead, you will have to redeem your shares held through the program and purchase shares of another class, which may be subject to distribution and account maintenance fees. This may be a taxable event and you will pay any applicable sales charges.
If you leave one of these programs, your shares may be redeemed or automatically exchanged into another class of Fund shares or into a money market fund. The class you receive may be the class you originally owned when you entered the program, or in certain cases, a different class. If the exchange is into Class B shares, the period before conversion to Class D shares may be modified. Any redemption or exchange will be at net asset value. However, if you participate in the program for less than a specified period, you may be charged a fee in accordance with the terms of the program.
Details about these features and the relevant charges are included in the client agreement for each fee-based program and are available from your Merrill Lynch Financial Advisor, selected securities dealer or other financial intermediary.
DIVIDENDS AND TAXES
The Fund distributes net investment income and net realized capital gains, if any, at least annually. The Fund may also pay a special distribution at the end of the calendar year to comply with Federal tax requirements. If you would like to receive dividends in cash, contact your Merrill Lynch Financial Advisor, selected securities dealer, other financial intermediary or the Transfer Agent. Although this cannot be predicted with any certainty, the Fund anticipates that a majority of its dividends, if any, will consist of capital gains. Capital gains may be taxable to you at different rates, depending, in part, on how long the Fund held the assets sold.
You will pay tax on dividends from the Fund whether you receive them in cash or additional shares. If you redeem Fund shares or exchange them for shares of another fund, you generally will be treated as having sold your shares, and any gain on the transaction may be subject to tax. Capital gain dividends are generally taxed at different rates from ordinary income dividends.
MERRILL LYNCH EUROFUND |
29 |
If you are neither a lawful permanent resident nor a citizen of the United States or if you are a foreign entity, the Funds ordinary income dividends (which include distributions of the excess of net short term capital gains over net long term capital losses) will generally be subject to a 30% U.S. withholding tax, unless a lower treaty rate applies.
Dividends and interest received by the Fund may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. You may be able to claim a credit or take a deduction for foreign taxes paid by the Fund if certain requirements are met.
By law, your dividends and redemption proceeds will be subject to a withholding tax if you have not provided a taxpayer identification number or social security number or if the number you have provided is incorrect.
This section summarizes some of the consequences under current Federal tax law of an investment in the Fund. It is not a substitute for personal tax advice. Consult your personal tax adviser about the potential tax consequences of an investment in the Fund under all applicable tax laws.
ELECTRONIC DELIVERY
The Fund is now offering electronic delivery of communications to its shareholders. In order to receive this service, you must register your account and provide us with e-mail information. To sign up for this service, simply access this website http://www.icsdelivery.com/live/ and follow the instructions. When you visit the site, you will obtain a personal identification number (PIN). You will need this PIN should you wish to update your e-mail address, choose to discontinue this service and/or make any other changes to the service. This service is not available for certain retirement accounts at this time.
30 |
MERRILL LYNCH EUROFUND |
Management of the Fund
MERRILL LYNCH INVESTMENT MANAGERS
Merrill Lynch Investment Managers, the Funds Manager, manages the Funds investments and its business operations under the overall supervision of the Funds Board of Trustees. The Manager has a sub-advisory agreement with Merrill Lynch Asset Management U.K. Limited, an affiliate, which is primarily responsible for day-to-day management of the Fund. The Manager may pay a fee for the sub-advisory services it receives. For the fiscal year ended October 31, 2002, the Manager received a fee at a rate of 0.75% of the Funds average daily net assets.
Merrill Lynch Investment Managers was organized as an investment adviser in 1976 and offers investment advisory services to more than 50 registered investment companies. Merrill Lynch Asset Management U.K. Limited was organized as an investment adviser in 1986 and acts as sub-adviser to more than 20 registered investment companies. Merrill Lynch Investment Managers and its affiliates had approximately $462 billion in investment company and other portfolio assets under management as of December 2002.
MERRILL LYNCH EUROFUND |
31 |
Class A
|
Class B
|
|||||||||||||||||||||||||||||||||||||||
Increase (Decrease)
in Net Asset
Value:
|
For the Year Ended October 31,
|
For the Year Ended October 31,
|
||||||||||||||||||||||||||||||||||||||
2002
|
2001
|
2000
|
1999
|
1998
|
2002
|
2001
|
2000
|
1999
|
1998
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Per Share Operating Performance:
|
||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net asset value, beginning of year
|
$
|
12.03
|
|
$
|
14.56
|
|
$
|
17.24
|
|
$
|
17.52
|
|
$
|
18.47
|
|
$
|
10.25
|
|
$
|
12.48
|
|
$
|
15.15
|
|
$
|
15.79
|
|
$
|
16.92
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Investment income net
|
|
.18
|
|
|
.22
|
|
|
.28
|
|
|
.28
|
|
|
.40
|
|
|
.03
|
|
|
.07
|
|
|
.12
|
|
|
.10
|
|
|
.17
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Realized and unrealized gain (loss) on investments and foreign currency transactions net
|
|
(1.20
|
)
|
|
(1.98
|
)
|
|
(.07
|
)
|
|
3.11
|
|
|
1.73
|
|
|
(1.00
|
)
|
|
(1.70
|
)
|
|
(.08
|
)
|
|
2.76
|
|
|
1.60
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Total from investment operations
|
|
(1.02
|
)
|
|
(1.76
|
)
|
|
.21
|
|
|
3.39
|
|
|
2.13
|
|
|
(.97
|
)
|
|
(1.63
|
)
|
|
.04
|
|
|
2.86
|
|
|
1.77
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Less dividends and distributions:
|
||||||||||||||||||||||||||||||||||||||||
Investment income net
|
|
(.21
|
)
|
|
|
|
|
(.35
|
)
|
|
(.63
|
)
|
|
(.12
|
)
|
|
(.03
|
)
|
|
|
|
|
(.18
|
)
|
|
(.46
|
)
|
|
|
|
||||||||||
In excess of investment
income net |
|
|
|
|
|
|
|
(.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized gain on
investments net |
|
|
|
|
(.52
|
)
|
|
(2.53
|
)
|
|
(3.04
|
)
|
|
(2.96
|
)
|
|
|
|
|
(.41
|
)
|
|
(2.53
|
)
|
|
(3.04
|
)
|
|
(2.90
|
)
|
||||||||||
In excess of realized gain on investments net
|
|
|
|
|
(.25
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(.19
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Total dividends and distributions
|
|
(.21
|
)
|
|
(.77
|
)
|
|
(2.89
|
)
|
|
(3.67
|
)
|
|
(3.08
|
)
|
|
(.03
|
)
|
|
(.60
|
)
|
|
(2.71
|
)
|
|
(3.50
|
)
|
|
(2.90
|
)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net asset value, end of year
|
$
|
10.80
|
|
$
|
12.03
|
|
$
|
14.56
|
|
$
|
17.24
|
|
$
|
17.52
|
|
$
|
9.25
|
|
$
|
10.25
|
|
$
|
12.48
|
|
$
|
15.15
|
|
$
|
15.79
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Total Investment Return:*
|
||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Based on net asset value per share
|
|
(8.68
|
)%
|
|
(12.95
|
)%
|
|
1.52
|
%
|
|
23.25
|
%
|
|
13.73
|
%
|
|
(9.51
|
)%
|
|
(13.87
|
)%
|
|
.48
|
%
|
|
21.96
|
%
|
|
12.58
|
%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Ratios to Average Net Assets:
|
||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Expenses
|
|
1.06
|
%
|
|
1.06
|
%
|
|
.97
|
%
|
|
.97
|
%
|
|
1.00
|
%
|
|
2.10
|
%
|
|
2.08
|
%
|
|
1.99
|
%
|
|
2.00
|
%
|
|
2.03
|
%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Investment income net
|
|
1.46
|
%
|
|
1.59
|
%
|
|
1.84
|
%
|
|
1.70
|
%
|
|
2.21
|
%
|
|
.30
|
%
|
|
.62
|
%
|
|
.90
|
%
|
|
.70
|
%
|
|
1.07
|
%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Supplemental Data:
|
||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net assets, end of year (in thousands)
|
$
|
189,899
|
|
$
|
281,109
|
|
$
|
368,995
|
|
$
|
567,273
|
|
$
|
691,197
|
|
$
|
108,337
|
|
$
|
253,646
|
|
$
|
481,876
|
|
$
|
730,361
|
|
$
|
787,595
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Portfolio turnover
|
|
39.98
|
%
|
|
37.77
|
%
|
|
100.17
|
%
|
|
61.12
|
%
|
|
78.75
|
%
|
|
39.98
|
%
|
|
37.77
|
%
|
|
100.17
|
%
|
|
61.12
|
%
|
|
78.75
|
%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Total investment returns exclude the effects of sales charges.
|
|
Based on average shares outstanding.
|
|
Amount is less than $.01 per share.
|
32
|
MERRILL LYNCH EUROFUND
|
Class C
|
Class D
|
|||||||||||||||||||||||||||||||||||||||
Increase (Decrease)
in Net Asset Value: |
For the Year Ended October 31,
|
For the Year Ended October 31,
|
||||||||||||||||||||||||||||||||||||||
2002
|
2001
|
2000
|
1999
|
1998
|
2002
|
2001
|
2000
|
1999
|
1998
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Per Share Operating Performance:
|
||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net asset value, beginning of year
|
$
|
10.03
|
|
$
|
12.25
|
|
$
|
14.93
|
|
$
|
15.66
|
|
$
|
16.82
|
|
$
|
11.89
|
|
$
|
14.40
|
|
$
|
17.07
|
|
$
|
17.39
|
|
$
|
18.35
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Investment income net
|
|
.05
|
|
|
.07
|
|
|
.11
|
|
|
.10
|
|
|
.19
|
|
|
.16
|
|
|
.18
|
|
|
.25
|
|
|
.24
|
|
|
.36
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Realized and unrealized gain (loss) on investments and foreign currency transactions net
|
|
(1.00
|
)
|
|
(1.67
|
)
|
|
(.07
|
)
|
|
2.72
|
|
|
1.56
|
|
|
(1.20
|
)
|
|
(1.96
|
)
|
|
(.08
|
)
|
|
3.08
|
|
|
1.72
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Total from investment operations
|
|
(.95
|
)
|
|
(1.60
|
)
|
|
.04
|
|
|
2.82
|
|
|
1.75
|
|
|
(1.04
|
)
|
|
(1.78
|
)
|
|
.17
|
|
|
3.32
|
|
|
2.08
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Less dividends and distributions:
|
||||||||||||||||||||||||||||||||||||||||
Investment income net
|
|
(.08
|
)
|
|
|
|
|
(.19
|
)
|
|
(.51
|
)
|
|
|
|
|
(.18
|
)
|
|
|
|
|
(.30
|
)
|
|
(.60
|
)
|
|
(.08
|
)
|
||||||||||
In excess of investment income net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(.01
|
)
|
|
|
|
|
|
|
||||||||||
Realized gain on investments net
|
|
|
|
|
(.42
|
)
|
|
(2.53
|
)
|
|
(3.04
|
)
|
|
(2.91
|
)
|
|
|
|
|
(.50
|
)
|
|
(2.53
|
)
|
|
(3.04
|
)
|
|
(2.96
|
)
|
||||||||||
In excess of realized gain on investments net
|
|
|
|
|
(.20
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(.23
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Total dividends and distributions
|
|
(.08
|
)
|
|
(.62
|
)
|
|
(2.72
|
)
|
|
(3.55
|
)
|
|
(2.91
|
)
|
|
(.18
|
)
|
|
(.73
|
)
|
|
(2.84
|
)
|
|
(3.64
|
)
|
|
(3.04
|
)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net asset value, end of year
|
$
|
9.00
|
|
$
|
10.03
|
|
$
|
12.25
|
|
$
|
14.93
|
|
$
|
15.66
|
|
$
|
10.67
|
|
$
|
11.89
|
|
$
|
14.40
|
|
$
|
17.07
|
|
$
|
17.39
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Total Investment Return:*
|
||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Based on net asset value per share
|
|
(9.59
|
)%
|
|
(13.88
|
)%
|
|
.49
|
%
|
|
21.97
|
%
|
|
12.56
|
%
|
|
(8.93
|
)%
|
|
(13.18
|
)%
|
|
1.32
|
%
|
|
22.89
|
%
|
|
13.49
|
%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Ratios to Average Net Assets:
|
||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Expenses
|
|
2.10
|
%
|
|
2.10
|
%
|
|
2.00
|
%
|
|
2.01
|
%
|
|
2.04
|
%
|
|
1.31
|
%
|
|
1.31
|
%
|
|
1.22
|
%
|
|
1.22
|
%
|
|
1.25
|
%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Investment income net
|
|
.48
|
%
|
|
.58
|
%
|
|
.88
|
%
|
|
.67
|
%
|
|
1.18
|
%
|
|
1.35
|
%
|
|
1.36
|
%
|
|
1.65
|
%
|
|
1.48
|
%
|
|
2.01
|
%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Supplemental Data:
|
||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net assets, end of year (in thousands)
|
$
|
24,153
|
|
$
|
30,838
|
|
$
|
43,736
|
|
$
|
52,742
|
|
$
|
51,671
|
|
$
|
265,602
|
|
$
|
276,919
|
|
$
|
328,628
|
|
$
|
363,422
|
|
$
|
316,287
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Portfolio turnover
|
|
39.98
|
%
|
|
37.77
|
%
|
|
100.17
|
%
|
|
61.12
|
%
|
|
78.75
|
%
|
|
39.98
|
%
|
|
37.77
|
%
|
|
100.17
|
%
|
|
61.12
|
%
|
|
78.75
|
%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Total investment returns exclude the effects of sales charges.
|
|
Based on average shares outstanding.
|
|
Amount is less than $.01 per share.
|
MERRILL LYNCH EUROFUND
|
33
|
MERRILL LYNCH EUROFUND |
For More Information
Shareholder Reports
Additional information about the Funds investments is available in the Funds Annual and Semi-Annual reports. In the Funds Annual Report you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal year. You may obtain these reports at no cost by calling 1-800-MER-FUND.
The Fund will send you one copy of each shareholder report and certain other mailings, regardless of the number of Fund accounts you have. To receive separate shareholder reports for each account, call your Merrill Lynch Financial Advisor, or other financial intermediary or write to the Transfer Agent at its mailing address. Include your name, address, tax identification number and Merrill Lynch brokerage or mutual fund account number. If you have any questions, please call your Merrill Lynch Financial Advisor or other financial intermediary, or call the Transfer Agent at
Statement of Additional Information
The Funds Statement of Additional Information contains further information about the Fund and is incorporated by reference (legally considered to be part of this Prospectus). You may request a free copy by writing the Fund at Financial Data Services, Inc., P.O. Box 45289, Jacksonville, Florida 32232-5289 or by calling 1-800-MER-FUND.
Information about the Fund (including the Statement of Additional Information) can be reviewed and copied at the SECs Public Reference Room in Washington, D.C. Call 1-202-942-8090 for information on the operation of the public reference room. This information is also available on the SECs Internet site at http://www.sec.gov and copies may be obtained upon payment of a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-0102.
You should rely only on the information contained in this Prospectus. No one is authorized to provide you with information that is different from information contained in this Prospectus.
Investment Company Act file #811-4612
Code #10475-02-03
© Merrill Lynch Investment Managers, L.P.
Prospectus
February 25, 2003
Merrill Lynch EuroFund
This Prospectus contains information you should know before investing, including information about risks. Please read it before you invest and keep it for future reference.
The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
www.mlim.ml.com
STATEMENT OF ADDITIONAL INFORMATION
Merrill Lynch EuroFund
P.O. Box 9011, Princeton, New Jersey 08543-9011 Phone No. (609) 282-2800
Merrill Lynch EuroFund (the Fund) is a diversified, open-end investment company that seeks to provide shareholders with capital appreciation primarily through investment in equity securities of companies located in European countries. Current income from dividends and interest will not be an important consideration in selecting portfolio securities. Under normal circumstances, at least 80% of the Funds assets will be invested in equity securities, primarily common stock, and securities convertible into common stock, of companies located in Europe. There can be no assurance that the Funds investment objective will be achieved. For more information on the Funds investment objectives and policies, see Investment Objective and Policies.
Pursuant to the Merrill Lynch Select Pricing SM System, the Fund offers five classes of shares, each with a different combination of sales charges, ongoing fees and other features. The Merrill Lynch Select Pricing SM System permits an investor to choose the method of purchasing shares that the investor believes is most beneficial given the amount of the purchase, the length of time the investor expects to hold the shares and other relevant circumstances. See Purchase of Shares.
This Statement of Additional Information of the Fund is not a prospectus and should be read in conjunction with the Prospectus of the Fund, dated February , 2003 (the Prospectus), which has been filed with the Securities and Exchange Commission (the Commission) and can be obtained, without charge, by calling 1-800-MER-FUND or by writing to the Fund at the above address. The Prospectus is incorporated by reference into this Statement of Additional Information, and this Statement of Additional Information is incorporated by reference into the Prospectus. The Funds audited financial statements are incorporated in this Statement of Additional Information by reference to its 2002 Annual Report. You may request a copy of the Annual Report at no charge by calling 1-800-637-3863 between 8:30 a.m. and 5:30 p.m. Eastern time on any business day.
Merrill Lynch Investment Managers Manager
FAM Distributors, Inc. Distributor
The date of this Statement of Additional Information is February 25, 2003.
TABLE OF CONTENTS
Page |
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Investment Objective and Policies |
2 |
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Foreign Investment Risks |
3 |
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Securities of Smaller or Emerging Growth Companies |
3 |
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Derivatives |
4 |
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Warrants |
9 |
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Convertible Securities |
9 |
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Other Investment Policies, Practices, and Risk Factors |
10 |
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Suitability |
11 |
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Investment Restrictions |
11 |
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Portfolio Turnover |
14 |
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Management of the Fund |
14 |
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Trustees and Officers |
14 |
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Compensation of Trustees |
17 |
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Management and Advisory Arrangements |
17 |
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Code of Ethics |
20 |
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Purchase of Shares |
20 |
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Initial Sales Charge Alternatives Class A and Class D Shares |
21 |
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Reduced Initial Sales Charges |
23 |
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Deferred Sales Charge Alternatives Class B and Class C Shares |
25 |
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Class R Shares |
29 |
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Closed-End Fund Reinvestment Options |
29 |
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Distribution Plans |
30 |
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Limitations on the Payment of Deferred Sales Charges |
31 |
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Redemption of Shares |
32 |
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Redemption |
33 |
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Repurchase |
34 |
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Reinstatement Privilege Class A and Class D Shares |
34 |
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Pricing of Shares |
34 |
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Determination of Net Asset Value |
34 |
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Computation of Offering Price Per Share |
36 |
|
Portfolio Transactions and Brokerage |
36 |
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Shareholder Services |
39 |
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Investment Account |
39 |
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Exchange Privilege |
40 |
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Fee-Based Programs |
42 |
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Retirement and Education Savings Plans |
43 |
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Automatic Investment Plans |
43 |
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Automatic Dividend Reinvestment Plan |
43 |
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Systematic Withdrawal Plan |
44 |
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Dividends and Taxes |
45 |
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Dividends |
45 |
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Taxes |
45 |
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Tax Treatment of Options, Futures and Forward Foreign Exchange Transactions |
47 |
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Special Rules for Certain Foreign Currency Transactions |
47 |
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Performance Data |
48 |
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General Information |
50 |
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Description of Shares |
50 |
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Independent Auditors |
51 |
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Accounting Services Provider |
51 |
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Custodian |
51 |
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Transfer Agent |
52 |
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Legal Counsel |
52 |
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Reports to Shareholders |
52 |
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Shareholder Inquiries |
52 |
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Additional Information |
52 |
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Financial Statements |
53 |
INVESTMENT OBJECTIVE AND POLICIES
The Fund is a diversified, open-end management investment company. The Funds investment objective is to seek capital appreciation primarily through investment in equity securities of companies located in European countries. Current income from dividends and interest will not be an important consideration in selecting portfolio securities. Under normal circumstances, at least 80% of the Funds net assets will consist of equity securities, primarily common stock and securities convertible into common stock of companies located in Europe. For this purpose, net assets includes any borrowings for investment purposes. The Funds investment objective is a fundamental policy of the Fund and may not be changed without the approval of the holders of a majority of the Funds outstanding voting securities as defined in the Investment Company Act of 1940, as amended (the Investment Company Act).
While there are no prescribed limits on geographic asset distribution within the European community, it is currently anticipated that a majority of the Funds assets will be invested in equity securities of issuers domiciled in Western European countries such as the United Kingdom, Germany, Greece, Luxembourg, the Netherlands, Switzerland, Sweden, France, Italy, Belgium, Norway, Denmark, Finland, Portugal, Austria and Spain. If political and economic conditions warrant, it is also anticipated that the Fund will invest in issuers domiciled in Eastern European countries such as Bulgaria, the Czech Republic, Hungary, Poland, Romania, Slovakia, and the states that formerly comprised Yugoslavia and the Soviet Union. Additional countries on the European continent may be added to this group as circumstances dictate. In making the allocation of assets among the securities markets, Merrill Lynch Investment Managers (MLIM or the Manager), the Funds Manager, and Merrill Lynch Asset Management U.K. Limited, the Funds subadviser (MLAM U.K.) will consider such factors as the condition and growth potential of the various economies and securities markets and the issuers domiciled therein, currency and taxation investment considerations and other pertinent financial, social, national and political factors that may have an effect upon the climate for investing within such securities markets.
Although the changes taking place in Eastern Europe still are in process, MLAM U.K. intends to take advantage of the business opportunities that may emerge from the changing political, economic and legal environment in Eastern Europe. At present, the level of development of organized stock markets within Eastern Europe varies from country to country. Countries are currently fostering political and economic liberalization through a variety of reform measures, including attempts to develop increasingly market-oriented economies, to encourage foreign investment and to create a political atmosphere conducive to multi-party political systems. Over the last several years, laws have been enacted in certain Eastern European countries allowing private individuals to own and operate businesses and protecting the property rights of investors, including foreign interests.
The Fund reserves the right as a temporary defensive measure to hold other types of securities, including non-convertible debt and preferred securities, government and money market securities of U.S. and non-U.S. issuers, or cash (foreign currencies or U.S. dollars), in such proportions as, in the opinion of the MLAM U.K., prevailing market, economic or political conditions warrant. Investments made for defensive purposes will be maintained only during periods in which the MLAM U.K. determines that economic or financial conditions are adverse for holding or being fully invested in equity securities of European corporate issuers. A portion of the portfolio normally will be held in U.S. dollars or short-term interest bearing U.S. dollar-denominated securities to provide for possible redemptions.
In addition to purchasing equity securities of European issuers in foreign markets, the Fund may invest in American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs) or other securities convertible into securities of corporations domiciled in European countries. These securities may not necessarily be denominated in the same currency as the securities into which they may be converted. Generally, ADRs, in registered form, are designed for use in the U.S. securities markets, and EDRs, in bearer form, are designed for use in European securities markets. GDRs are tradable both in the United States and Europe and are designed for use throughout the world.
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Merrill Lynch Investment Managers is the Funds Manager. Pursuant to a subadvisory agreement with the Manager, MLAM U.K. is responsible for the management of the Funds portfolio and makes portfolio decisions based on its own research information supplemented by research information provided by other sources. The basic orientation of the Funds investment policies is such that at times a large portion of its common stock holdings may carry less than favorable research ratings from research analysts. MLAM U.K. makes extensive use of investment research information provided by unaffiliated brokers and dealers and of the securities research, economic research and computer applications facilities provided by Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch).
Foreign Investment Risks
The U.S. Government has from time to time imposed restrictions, through penalties and otherwise, on foreign investments by U.S. investors such as the Fund. If such restrictions should be reinstituted, it might become necessary for the Fund to invest all or substantially all of its assets in U.S. securities. In such event, the Fund would review its investment objective and investment policies to determine whether changes are appropriate. Any changes in the investment objective or fundamental policies set forth under Investment Restrictions below would require the approval of the holders of a majority of the Funds outstanding voting securities.
The Funds ability and decisions to purchase or sell portfolio securities may be affected by laws or regulations relating to the convertibility and repatriation of assets. Because the shares of the Fund are redeemable on a daily basis on each day the Fund determines its net asset value in U.S. dollars, the Fund intends to manage its portfolio so as to give reasonable assurance that it will be able to obtain U.S. dollars to the extent necessary to meet anticipated redemptions. See Redemption of Shares below. Under present conditions, it is not believed that these considerations will have any significant effect on its portfolio strategy, although there can be no assurance in this regard.
Securities of Smaller or Emerging Growth Companies
The securities of smaller or emerging growth companies may be subject to more abrupt or erratic market movements than larger, more established companies or the market average in general. These companies may have limited product lines, markets or financial resources, or they may be dependent on a limited management group.
While the issuers of small cap securities may offer greater opportunities for capital appreciation than large cap issuers, investments in smaller or emerging growth companies may involve greater risks and thus may be considered speculative. Fund management believes that properly selected companies of this type have the potential to increase their earnings or market valuation at a rate substantially in excess of the general growth of the economy. Full development of these companies and trends frequently takes time.
Small cap and emerging growth securities will often be traded only in the over-the-counter (OTC) market or on a regional securities exchange and may not be traded every day or in the volume typical of trading on a national securities exchange. While the process of selection and continuous supervision by Fund management does not, of course, guarantee successful investment results, it does provide access to an asset class not available to the average individual due to the time and cost involved. Careful initial selection is particularly important in this area as many new enterprises have promise but lack certain of the fundamental factors necessary to prosper. Investing in small and emerging growth companies requires specialized research and analysis. In addition, many investors cannot invest sufficient assets in such companies to provide wide diversification.
Small companies are generally little known to most individual investors although some may be dominant in their respective industries. Fund management believes that relatively small companies will continue to have the opportunity to develop into significant business enterprises. The Fund may invest in securities of small issuers in
3
the relatively early stages of business development that have a new technology, a unique or proprietary product or service, or a favorable market position. Such companies may not be counted upon to develop into major industrial companies, but Fund management believes that eventual recognition of their special value characteristics by the investment community can provide above-average long-term growth to the portfolio.
Equity securities of specific small cap issuers may present different opportunities for long-term capital appreciation during varying portions of economic or securities markets cycles, as well as during varying stages of their business development. The market valuation of small cap issuers tends to fluctuate during economic or market cycles, presenting attractive investment opportunities at various points during these cycles.
Smaller companies, due to the size and kinds of markets that they serve, may be less susceptible than large companies to intervention from the Federal government by means of price controls, regulations or litigation.
Derivatives
The Fund may use instruments referred to as Derivatives. Derivatives are financial instruments the value of which is derived from another security, a commodity (such as gold or oil), a currency or an index (a measure of value or rates, such as the Morgan Stanley Capital International (MSCI) Europe Index or the prime lending rate). Derivatives allow the Fund to increase or decrease the level of risk to which the Fund is exposed more quickly and efficiently than transactions in other types of instruments.
Hedging . The Fund may use Derivatives for hedging purposes. Hedging is a strategy in which a Derivative is used to offset the risks associated with other Fund holdings. Losses on the other investment may be substantially reduced by gains on a Derivative that reacts in an opposite manner to market movements. While hedging can reduce losses, it can also reduce or eliminate gains or cause losses if the market moves in a different manner than anticipated by the Fund or if the cost of the Derivative outweighs the benefit of the hedge. Hedging also involves the risk that changes in the value of the Derivative will not match those of the holdings being hedged as expected by the Fund, in which case any losses on the holdings being hedged may not be reduced.
The Fund may use Derivative instruments and trading strategies including the following:
Indexed Securities . The Fund may invest in securities the potential return of which is based on an index. As an illustration, the Fund may invest in a debt security that pays interest based on the current value of an interest rate index, such as the prime rate. The Fund may also invest in a debt security which returns principal at maturity based on the level of a securities index or a basket of securities, or based on the relative changes of two indices. Indexed securities involve credit risk, and certain indexed securities may involve leverage risk, liquidity risk, and currency risk. The Fund may invest in indexed securities for hedging purposes only. When used for hedging purposes, indexed securities involve correlation risk.
Options on Securities and Securities Indices
Purchasing Put Options . The Fund may purchase put options on securities held in its portfolio or securities or interest rate indices that are correlated with securities held in its portfolio. When the Fund purchases a put option, in consideration for an upfront payment (the option premium) the Fund acquires a right to sell to another party specified securities owned by the Fund at a specified price (the exercise price) on or before a specified date (the expiration date), in the case of an option on securities, or to receive from another party a payment based on the amount a specified securities index declines below a specified level on or before the expiration date, in the case of an option on a securities index. The purchase of a put option limits the Funds risk of loss in the event of a decline in the market value of the portfolio holdings underlying the put option prior to the options expiration date. If the market value of the portfolio holdings associated with the put option increases rather than decreases, however, the Fund will lose the option premium and will consequently realize a lower return on the portfolio holdings than would have been realized without the purchase of the put. Purchasing a put option may involve correlation risk, and may also involve liquidity and credit risk.
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Purchasing Call Options . The Fund may also purchase call options on securities it intends to purchase or securities or interest rate indices, which are correlated with the types of securities it intends to purchase. When the Fund purchases a call option, in consideration for the option premium the Fund acquires a right to purchase from another party specified securities at the exercise price on or before the expiration date, in the case of an option on securities, or to receive from another party a payment based on the amount a specified securities index increases beyond a specified level on or before the expiration date, in the case of an option on a securities index. The purchase of a call option may protect the Fund from having to pay more for a security as a consequence of increases in the market value for the security during a period when the Fund is contemplating its purchase, in the case of an option on a security, or attempting to identify specific securities in which to invest in a market the Fund believes to be attractive, in the case of an option on an index (an anticipatory hedge). In the event the Fund determines not to purchase a security underlying a call option, however, the Fund may lose the entire option premium. Purchasing a call option involves correlation risk, and may also involve liquidity and credit risk.
The Fund is also authorized to purchase put or call options in connection with closing out put or call options it has previously sold.
Writing Call Options . The Fund may write ( i.e. , sell) call options on securities held in its portfolio or securities indices the performance of which correlates with securities held in its portfolio. When the Fund writes a call option, in return for an option premium the Fund gives another party the right to buy specified securities owned by the Fund at the exercise price on or before the expiration date, in the case of an option on securities, or agrees to pay to another party an amount based on any gain in a specified securities index beyond a specified level on or before the expiration date, in the case of an option on a securities index. The Fund may write call options to earn income, through the receipt of option premiums. In the event the party to which the Fund has written an option fails to exercise its rights under the option because the value of the underlying securities is less than the exercise price, the Fund will partially offset any decline in the value of the underlying securities through the receipt of the option premium. By writing a call option, however, the Fund limits its ability to sell the underlying securities, and gives up the opportunity to profit from any increase in the value of the underlying securities beyond the exercise price, while the option remains outstanding. Writing a call option may involve correlation risk.
Writing Put Options . The Fund may also write put options on securities or securities indices. When the Fund writes a put option, in return for an option premium the Fund gives another party the right to sell to the Fund a specified security at the exercise price on or before the expiration date, in the case of an option on a security, or agrees to pay to another party an amount based on any decline in a specified securities index below a specified level on or before the expiration date, in the case of an option on a securities index. The Fund may write put options to earn income, through the receipt of option premiums. In the event the party to which the Fund has written an option fails to exercise its rights under the option because the value of the underlying securities is greater than the exercise price, the Fund will profit by the amount of the option premium. By writing a put option, however, the Fund will be obligated to purchase the underlying security at a price that may be higher than the market value of the security at the time of exercise as long as the put option is outstanding, in the case of an option on a security, or make a cash payment reflecting any decline in the index, in the case of an option on an index. Accordingly, when the Fund writes a put option it is exposed to a risk of loss in the event the value of the underlying securities falls below the exercise price, which loss potentially may substantially exceed the amount of option premium received by the Fund for writing the put option. The Fund will write a put option on a security or a securities index only if the Fund would be willing to purchase the security at the exercise price for investment purposes (in the case of an option on a security) or is writing the put in connection with trading strategies involving combinations of options for example, the sale and purchase of options with identical expiration dates on the same security or index but different exercise prices (a technique called a spread). Writing a put option may involve substantial leverage risk.
The Fund is also authorized to sell call or put options in connection with closing out call or put options it has previously purchased.
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Other than with respect to closing transactions, the Fund will only write call or put options that are covered. A call or put option will be considered covered if the Fund has segregated assets with respect to such option in the manner described in Risk Factors in Derivatives below. A call option will also be considered covered if the Fund owns the securities it would be required to deliver upon exercise of the option (or, in the case of an option on a securities index, securities which substantially correlate with the performance of such index) or owns a call option, warrant or convertible instrument which is immediately exercisable for, or convertible into, such security.
Types of Options. The Fund may engage in transactions in options on securities or securities indices on exchanges and in the OTC markets. In general, exchange-traded options have standardized exercise prices and expiration dates and require the parties to post margin against their obligations, and the performance of the parties obligations in connection with such options is guaranteed by the exchange or a related clearing corporation. OTC options have more flexible terms negotiated between the buyer and the seller, but generally do not require the parties to post margin and are subject to greater credit risk. OTC options also involve greater liquidity risk. See Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives below.
Futures
The Fund may engage in transactions in futures and options thereon. Futures are standardized, exchange-traded contracts which obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset at a specified future date at a specified price. No price is paid upon entering into a futures contract. Rather, upon purchasing or selling a futures contract the Fund is required to deposit collateral (margin) equal to a percentage (generally less than 10%) of the contract value. Each day thereafter until the futures position is closed, the Fund will pay additional margin representing any loss experienced as a result of the futures position the prior day or be entitled to a payment representing any profit experienced as a result of the futures position the prior day. Futures involve substantial leverage risk.
The sale of a futures contract limits the Funds risk of loss through a decline in the market value of portfolio holdings correlated with the futures contract prior to the futures contracts expiration date. In the event the market value of the portfolio holdings correlated with the futures contract increases rather than decreases, however, the Fund will realize a loss on the futures position and a lower return on the portfolio holdings than would have been realized without the purchase of the futures contract.
The purchase of a futures contract may protect the Fund from having to pay more for securities as a consequence of increases in the market value for such securities during a period when the Fund was attempting to identify specific securities in which to invest in a market the Fund believes to be attractive. In the event that such securities decline in value or the Fund determines not to complete an anticipatory hedge transaction relating to a futures contract, however, the Fund may realize a loss relating to the futures position.
The Fund will limit transactions in futures and options on futures to financial futures contracts ( i.e. , contracts for which the underlying asset is a currency or securities or interest rate index) purchased or sold for hedging purposes (including anticipatory hedges). The Fund will further limit transactions in futures and options on futures to the extent necessary to prevent the Fund from being deemed a commodity pool under regulations of the Commodity Futures Trading Commission.
Foreign Exchange Transactions
The Fund may engage in spot and forward foreign exchange transactions and currency swaps, purchase and sell options on currencies and purchase and sell currency futures and related options thereon (collectively, Currency Instruments) for purposes of hedging against the decline in the value of currencies in which its portfolio holdings are denominated against the U.S. dollar.
6
Forward Foreign Exchange Transactions. Forward foreign exchange transactions are OTC contracts to purchase or sell a specified amount of a specified currency or multinational currency unit at a price and future date set at the time of the contract. Spot foreign exchange transactions are similar but require current, rather than future, settlement. The Fund will enter into foreign exchange transactions only for purposes of hedging either a specific transaction or a portfolio position. The Fund may enter into a foreign exchange transaction for purposes of hedging a specific transaction by, for example, purchasing a currency needed to settle a security transaction or selling a currency in which the Fund has received or anticipates receiving a dividend or distribution. The Fund may enter into a foreign exchange transaction for purposes of hedging a portfolio position by selling forward a currency in which a portfolio position of the Fund is denominated or by purchasing a currency in which the Fund anticipates acquiring a portfolio position in the near future. The Fund may also hedge portfolio positions through currency swaps, which are transactions in which one currency is simultaneously bought for a second currency on a spot basis and sold for the second currency on a forward basis. Forward foreign exchange transactions involve substantial currency risk, and also involve credit and liquidity risk.
Currency Futures . The Fund may also hedge against the decline in the value of a currency against the U.S. dollar through use of currency futures or options thereon. Currency futures are similar to forward foreign exchange transactions except that futures are standardized, exchange-traded contracts. See Futures above. Currency futures involve substantial currency risk, and also involve leverage risk.
Currency Options . The Fund may also hedge against the decline in the value of a currency against the U.S. dollar through the use of currency options. Currency options are similar to options on securities, but in consideration for an option premium the writer of a currency option is obligated to sell (in the case of a call option) or purchase (in the case of a put option) a specified amount of a specified currency on or before the expiration date for a specified amount of another currency. The Fund may engage in transactions in options on currencies either on exchanges or OTC markets. See Types of Options above and Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives below. Currency options involve substantial currency risk, and may also involve credit, leverage or liquidity risk.
Limitations on Currency Hedging . The Fund will not speculate in Currency Instruments. Accordingly, the Fund will not hedge a currency in excess of the aggregate market value of the securities which it owns (including receivables for unsettled securities sales), or has committed to or anticipates purchasing, which are denominated in such currency. The Fund may, however, hedge a currency by entering into a transaction in a Currency Instrument denominated in a currency other than the currency being hedged (a cross-hedge). The Fund will only enter into a cross-hedge if the Manager believes that (i) there is a demonstrable high correlation between the currency in which the cross-hedge is denominated and the currency being hedged, and (ii) executing a cross-hedge through the currency in which the cross-hedge is denominated will be significantly more cost-effective or provide substantially greater liquidity than executing a similar hedging transaction by means of the currency being hedged.
Risk Factors in Hedging Foreign Currency Risks . Hedging transactions involving Currency Instruments involve substantial risks, including correlation risk. While the Funds use of Currency Instruments to effect hedging strategies is intended to reduce the volatility of the net asset value of the Funds shares, the net asset value of the Funds shares will fluctuate. Moreover, although Currency Instruments will be used with the intention of hedging against adverse currency movements, transactions in Currency Instruments involve the risk that anticipated currency movements will not be accurately predicted and that the Funds hedging strategies will be ineffective. To the extent that the Fund hedges against anticipated currency movements which do not occur, the Fund may realize losses and decrease its total return as the result of its hedging transactions. Furthermore, the Fund will only engage in hedging activities from time to time and may not be engaging in hedging activities when movements in currency exchange rates occur.
It may not be possible for the Fund to hedge against currency exchange rate movements, even if correctly anticipated, in the event that (i) the currency exchange rate movement is so generally anticipated that the Fund is not able to enter into a hedging transaction at an effective price, or (ii) the currency exchange rate movement relates to a market with respect to which Currency Instruments are not available (such as certain developing markets) and it is not possible to engage in effective foreign currency hedging.
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Risk Factors in Derivatives
Derivatives are volatile and involve significant risks, including:
Credit Risk the risk that the counterparty on a Derivative transaction will be unable to honor its financial obligation to the Fund.
Currency Risk the risk that changes in the exchange rate between two currencies will adversely affect the value (in U.S. dollar terms) of an investment.
Leverage Risk the risk associated with certain types of investments or trading strategies (such as borrowing money to increase the amount of investments) that relatively small market movements may result in large changes in the value of an investment. Certain investments or trading strategies that involve leverage can result in losses that greatly exceed the amount originally invested.
Liquidity Risk the risk that certain securities may be difficult or impossible to sell at the time that the seller would like or at the price that the seller believes the security is currently worth.
Use of Derivatives for hedging purposes involves correlation risk. If the value of the Derivative moves more or less than the value of the hedged instruments the Fund will experience a gain or loss which will not be completely offset by movements in the value of the hedged instruments.
The Fund intends to enter into transactions involving Derivatives only if there appears to be a liquid secondary market for such instruments or, in the case of illiquid instruments traded in OTC transactions, such instruments satisfy the criteria set forth below under Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives. However, there can be no assurance that, at any specific time, either a liquid secondary market will exist for a Derivative or the Fund will otherwise be able to sell such instrument at an acceptable price. It may therefore not be possible to close a position in a Derivative without incurring substantial losses, if at all.
Certain transactions in Derivatives (such as futures transactions or sales of put options) involve substantial leverage risk and may expose the Fund to potential losses, which exceed the amount originally invested by the Fund. When the Fund engages in such a transaction, the Fund will deposit in a segregated account at its custodian liquid securities with a value at least equal to the Funds exposure, on a mark-to-market basis, to the transaction (as calculated pursuant to requirements of the Commission). Such segregation will ensure that the Fund has assets available to satisfy its obligations with respect to the transaction, but will not limit the Funds exposure to loss.
Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives
Certain Derivatives traded in OTC markets, including indexed securities, swaps and OTC options, involve substantial liquidity risk. The absence of liquidity may make it difficult or impossible for the Fund to sell such instruments promptly at an acceptable price. The absence of liquidity may also make it more difficult for the Fund to ascertain a market value for such instruments. The Fund will therefore acquire illiquid OTC instruments (i) if the agreement pursuant to which the instrument is purchased contains a formula price at which the instrument may be terminated or sold, or (ii) for which the Manager anticipates the Fund can receive on each business day at least two independent bids or offers, unless a quotation from only one dealer is available, in which case that dealers quotation may be used.
Because Derivatives traded in OTC markets are not guaranteed by an exchange or clearing corporation and generally do not require payment of margin, to the extent that the Fund has unrealized gains in such instruments or has deposited collateral with its counterparty the Fund is at risk that its counterparty will become bankrupt or otherwise fail to honor its obligations. The Fund will attempt to minimize the risk that a counterparty will become bankrupt or otherwise fail to honor its obligations by engaging in transactions in Derivatives traded in OTC markets only with financial institutions which have substantial capital or which have provided the Fund with a third-party guaranty or other credit enhancement.
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Warrants
The Fund may invest in warrants, which are securities permitting, but not obligating, the warrant holder to subscribe for other securities. Buying a warrant does not make the Fund a shareholder of the underlying stock. The warrant holder has no right to dividends or to vote the underlying stock. A warrant does not carry any right to assets of the issuer, and for this reason investment in warrants may be more speculative than other equity-based investments.
Convertible Securities
Convertible securities entitle the holder to receive interest payments paid on corporate debt securities or the dividend preference on a preferred stock until such time as the convertible security matures or is redeemed or until the holder elects to exercise the conversion privilege. Synthetic convertible securities may be either (i) a debt security or preferred stock that may be convertible only under certain contingent circumstances or that may pay the holder a cash amount based on the value of shares of underlying common stock partly or wholly in lieu of a conversion right (a Cash-Settled Convertible) or (ii) a combination of separate securities chosen by the Manager in order to create the economic characteristics of a convertible security, i.e. , a fixed income security paired with a security with equity conversion features, such as an option or warrant (a Manufactured Convertible).
The characteristics of convertible securities include the potential for capital appreciation as the value of the underlying common stock increases, the relatively high yield received from dividend or interest payments as compared to common stock dividends and decreased risks of decline in value relative to the underlying common stock due to their fixed-income nature. As a result of the conversion feature, however, the interest rate or dividend preference on a convertible security is generally less than would be the case if the securities were issued in nonconvertible form.
In analyzing convertible securities, the Manager will consider both the yield on the convertible security and the potential capital appreciation that is offered by the underlying common stock, among other things.
Convertible securities are issued and traded in a number of securities markets. Even in cases where a substantial portion of the convertible securities held by the Fund are denominated in U.S. dollars, the underlying equity securities may be quoted in the currency of the country where the issuer is domiciled. With respect to convertible securities denominated in a currency different from that of the underlying equity securities, the conversion price may be based on a fixed exchange rate established at the time the security is issued. As a result, fluctuations in the exchange rate between the currency in which the debt security is denominated and the currency in which the share price is quoted will affect the value of the convertible security.
Apart from currency considerations, the value of convertible securities is influenced by both the yield of nonconvertible securities of comparable issuers and by the value of the underlying common stock. The value of a convertible security viewed without regard to its conversion feature ( i.e. , strictly on the basis of its yield) is sometimes referred to as its investment value. To the extent interest rates change, the investment value of the convertible security typically will fluctuate. However, at the same time, the value of the convertible security will be influenced by its conversion value, which is the market value of the underlying common stock that would be obtained if the convertible security were converted. Conversion value fluctuates directly with the price of the underlying common stock. If, because of a low price of the common stock the conversion value is substantially below the investment value of the convertible security, the price of the convertible security is governed principally by its investment value.
To the extent the conversion value of a convertible security increases to a point that approximates or exceeds its investment value, the price of the convertible security will be influenced principally by its conversion value. A convertible security will sell at a premium over the conversion value to the extent investors place value on the right to acquire the underlying common stock while holding a fixed-income security. The yield and conversion premium of convertible securities issued in Japan and the Euromarket are frequently determined at levels that cause the conversion value to affect their market value more than the securities investment value.
9
Holders of convertible securities generally have a claim on the assets of the issuer prior to the common stockholders but may be subordinated to other debt securities of the same issuer. A convertible security may be subject to redemption at the option of the issuer at a price established in the charter provision, indenture or other governing instrument pursuant to which the convertible security was issued. If a convertible security held by the Fund is called for redemption, the Fund will be required to redeem the security, convert it into the underlying common stock or sell it to a third party. Certain convertible debt securities may provide a put option to the holder which entitles the holder to cause the security to be redeemed by the issuer at a premium over the stated principal amount of the debt security under certain circumstances.
Additional Limitations on the Use of Derivatives.
The Fund may not use any Derivative to gain exposure to an asset that it would be prohibited by its investment restrictions from directly
Other Investment Policies, Practices, and Risk Factors
Securities Lending. The Fund may lend securities with a value not exceeding 33 1 / 3 % of its total assets or the limit prescribed by applicable law to banks, brokers and other financial institutions. In return, the Fund receives collateral in cash or securities issued or guaranteed by the U.S. Government, which will be maintained at all times in an amount equal to at least 100% of the current market value of the loaned securities. The Fund maintains the ability to obtain the right to vote or consent on proxy proposals involving material events affecting securities loaned. The Fund receives the income on the loaned securities. Where the Fund receives securities as collateral, the Fund receives a fee for its loans from the borrower and does not receive the income on the collateral. Where the Fund receives cash collateral, it may invest such collateral and retain the amount earned, net of any amount rebated to the borrower. As a result, the Funds yield may increase. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions. The Fund is obligated to return the collateral to the borrower at the termination of the loan. The Fund could suffer a loss in the event the Fund must return the cash collateral and there are losses on investments made with the cash collateral. In the event the borrower defaults on any of its obligations with respect to a securities loan, the Fund could suffer a loss where there are losses on investments made with the cash collateral or, where the value of the securities collateral falls below the market value of the borrowed securities. The Fund could also experience delays and costs in gaining access to the collateral. The Fund may pay reasonable finders, lending agent, administrative and custodial fees in connection with its loans. The Fund has received an exemptive order from the Commission permitting it to lend portfolio securities to Merrill Lynch or its affiliates and to retain an affiliate of the Fund as lending agent. See Portfolio Transactions and Brokerage.
Investment in Other Investment Companies. The Fund may invest in other investment companies whose investment objectives and policies are consistent with those of the Fund. In accordance with the Investment Company Act, the Fund may invest up to 10% of its total assets in securities of other investment companies. In addition, under the Investment Company Act the Fund may not own more than 3% of the total outstanding voting stock of any investment company and not more than 5% of the value of the Funds total assets may be invested in the securities of any investment company. The Fund has received an exemptive order from the Commission permitting it to invest in affiliated registered money market funds and in an affiliated private investment company without regard to shares of such investment companies shall not exceed 25% of the Funds total assets at any time. If the Fund acquires shares in investment companies, shareholders would bear both their proportionate share of expenses in the Fund (including management and advisory fees). Investments by the Fund in wholly owned investment entities created under the laws of certain countries will not be deemed an investment in other investment companies.
Illiquid or Restricted Securities . The Fund may invest up to 15% of its net assets in securities that lack an established secondary trading market or otherwise are considered illiquid. Liquidity of a security relates to the ability to dispose easily of the security and the price to be obtained upon disposition of the security, which may be less than would be obtained for a comparable more liquid security. Illiquid securities may trade at a discount from comparable, more liquid investments. Investment of the Funds assets in illiquid securities may restrict the ability
10
of the Fund to dispose of its investments in a timely fashion and for a fair price as well as its ability to take advantage of market opportunities. The risks associated with illiquidity will be particularly acute where the Funds operations require cash, such as when the Fund redeems shares or pays dividends, and could result in the Fund borrowing to meet short-term cash requirements or incurring capital losses on the sale of illiquid investments.
The Fund may invest in securities that are not registered under the Securities Act of 1933, as amended (the Securities Act), or that are subject to trading restrictions under the laws of a foreign jurisdiction (restricted securities). Restricted securities may be sold in private placement transactions between the issuers and their purchasers and may be neither listed on an exchange nor traded in other established markets. In many cases, privately placed securities may not be freely transferable under the laws of the applicable jurisdiction or due to contractual restrictions on resale. As a result of the absence of a public trading market, privately placed securities may be less liquid and more difficult to value than publicly traded securities. To the extent that privately placed securities may be resold in privately negotiated transactions, the prices realized from the sales, due to illiquidity, could be less than those originally paid by the Fund or less than their fair market value. In addition, issuers whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that may be applicable if their securities were publicly traded. If any privately placed securities held by the Fund are required to be registered under the securities laws of one or more jurisdictions before being resold, the Fund may be required to bear the expenses of registration. Certain of the Funds investments in private placements may consist of direct investments and may include investments in smaller, less-seasoned issuers, which may involve greater risks. These issuers may have limited product lines, markets or financial resources, or they may be dependent on a limited management group. In making investments in such securities, the Fund may obtain access to material nonpublic information which may restrict the Funds ability to conduct portfolio transactions in such securities.
144A Securities . The Fund may purchase restricted securities that can be offered and sold to qualified institutional buyers under Rule 144A under the Securities Act. The Board of Trustees has determined to treat as liquid Rule 144A securities that are either freely tradable in their primary markets offshore or have been determined to be liquid in accordance with the policies and procedures adopted by the Funds Board. The Board has adopted guidelines and delegated to the Manager the daily function of determining and monitoring liquidity of restricted securities. The Board, however, will retain sufficient oversight and be ultimately responsible for the determinations. Since it is not possible to predict with assurance exactly how this market for restricted securities sold and offered under Rule 144A will continue to develop, the Board of Trustees will carefully monitor the Funds investments in these securities. This investment practice could have the effect of increasing the level of illiquidity in the Fund to the extent that qualified institutional buyers become for a time uninterested in purchasing these securities.
Initial Public Offering Ris k . The volume of initial public offerings and the levels at which the newly issued stocks trade in the secondary market are affected by the performance of the stock market overall. If initial public offerings are brought to the market, availability may be limited and the Fund may not be able to buy any shares at the offering price, or if it is able to buy shares, it may not be able to buy as many shares at the offering price as it would like. In addition, the prices of securities involved in initial public offerings are often subject to greater and more unpredictable price changes than more established stocks.
Suitability
The economic benefit of an investment in the Fund depends upon many factors beyond the control of the Fund, the Manager and its affiliates. Because of its emphasis on European equity securities, the Fund should be considered a vehicle for diversification and not as a balanced investment program. The suitability for any particular investor of a purchase of shares in the Fund will depend upon, among other things, such investors investment objectives and such investors ability to accept the risks associated with investing in European equity securities, including the risk of loss of principal.
Investment Restrictions
The Fund has adopted a number of fundamental and non-fundamental restrictions and policies relating to the investment of its assets and its activities. The fundamental policies set forth below may not be changed without
11
the approval of the holders of a majority of the Funds outstanding voting securities (which for this purpose and under the Investment Company Act of 1940, as amended (the Investment Company Act), means the lesser of (i) 67% of the Funds shares present at a meeting at which more than 50% of the outstanding shares of the Fund are represented or (ii) more than 50% of the Funds outstanding shares). Under the fundamental restrictions, the Fund may not:
(1) Make any investment inconsistent with the Funds classification as a diversified company under the Investment Company Act.
(2) Invest more than 25% of its assets, taken at market value, in the securities of issuers in any particular industry (excluding the U.S. Government and its agencies and instrumentalities).
(3) Make investments for the purpose of exercising control or management.
(4) Purchase or sell real estate, except that, to the extent permitted by applicable law, the Fund may invest in securities directly or indirectly secured by real estate or interests therein or issued by companies that invest in real estate or interests therein.
(5) Make loans to other persons, except that the acquisition of bonds, debentures or other corporate debt securities and investment in government obligations, commercial paper, pass-through instruments, certificates of deposit, bankers acceptances, repurchase agreements or any similar instruments shall not be deemed to be the making of a loan, and except further that the Fund may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law and the guidelines set forth in the Prospectus and this Statement of Additional Information, as they may be amended from time to time.
(6) Issue senior securities to the extent such issuance would violate applicable law.
(7) Borrow money, except that (i) the Fund may borrow from banks (as defined in the Investment Company Act) in amounts up to 33 1 / 3 % of its total assets (including the amount borrowed), (ii) the Fund may, to the extent permitted by applicable law, borrow up to an additional 5% of its total assets for temporary purposes, (iii) the Fund may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities and (iv) the Fund may purchase securities on margin to the extent permitted by applicable law. The Fund may not pledge its assets other than to secure such borrowings or, to the extent permitted by the Funds investment policies as set forth in the Prospectus and this Statement of Additional Information, as they may be amended from time to time, in connection with hedging transactions, short sales, when-issued and forward commitment transactions and similar investment strategies.
(8) Underwrite securities of other issuers except insofar as the Fund technically may be deemed an underwriter under the Securities Act in selling portfolio securities.
(9) Purchase or sell commodities or contracts on commodities, except to the extent that the Fund may do so in accordance with applicable law and the Prospectus and this Statement of Additional Information, as they may be amended from time to time, and without registering as a commodity pool operator under the Commodity Exchange Act.
Under the Funds non-fundamental restrictions, which may be changed by the Board of Trustees without shareholder approval, the Fund may not:
(a) Purchase securities of other investment companies, except to the extent permitted by applicable law. As a matter of policy, however, the Fund will not purchase shares of any registered open-end investment company or registered unit investment trust, in reliance on Section 12(d)(1)(F) or (G) (the fund of funds provisions) of the Investment Company Act at any time the Funds shares are owned by another investment company that is part of the same group of investment companies as the Fund.
(b) Make short sales of securities or maintain a short position, except to the extent permitted by applicable law. The Fund currently does not intend to engage in short sales, except short sales against the box.
12
(c) Invest in securities that cannot be readily resold because of legal or contractual restrictions or that cannot otherwise be marketed, redeemed or put to the issuer or a third party, if at the time of acquisition more than 15% of its total assets would be invested in such securities. This restriction shall not apply to securities that mature within seven days or securities, that the Board of Trustees of the Fund has otherwise determined to be liquid pursuant to applicable law. Securities purchased in accordance with Rule 144A under the Securities Act and determined to be liquid by the Funds Board of Trustees are not subject to the limitations set forth in this investment restriction.
(d) Notwithstanding fundamental investment restriction (7) above, borrow amounts in excess of 20% of its total assets taken at market value, and then only from banks as a temporary measure for extraordinary or emergency purposes. In addition, the Fund will not purchase securities while borrowings are outstanding except to exercise prior commitments and to exercise subscription rights.
(e) Change its policy of investing at least 80% of its assets, under normal circumstances, in equity securities (as defined in the Prospectus) of companies located in Europe without 60 days prior written notice to shareholders.
If a percentage restriction on the investment or use of assets set forth above is adhered to at the time a transaction is effected, later changes in percentages resulting from changing values will not be considered a violation.
For purposes of investment restriction (2) above, industry means any one or more of the industry sub-classifications used by one or more widely recognized market indices or ratings group indices and/or as defined by Fund Management.
European corporations frequently issue additional capital stock by means of subscription rights offerings to existing shareholders at a price substantially below the market price of the shares. The failure to exercise such rights would result in the Funds interest in the issuing company being diluted and may cause the Fund to forego a favorable investment opportunity. The market for such rights is not well developed, and accordingly, the Fund may not always realize the full value on the sale of rights. The Fund may purchase securities pursuant to the exercise of subscription rights as long as such purchase will not result in the Fund ceasing to be a diversified investment company as defined under the Internal Revenue Code of 1986, as amended (the Code). Such purchases may be made when the limits set forth in the investment restrictions would otherwise be exceeded by such exercise or have already been exceeded as a result of fluctuations in the market value of the Funds portfolio securities with the result that the Fund would otherwise be forced either to sell securities at a time when it might not otherwise have done so or to forgo exercising the rights.
The staff of the Commission has taken the position that purchased OTC options and the assets underlying written OTC options are illiquid securities. The Fund has therefore adopted an investment policy pursuant to which it will not purchase or sell OTC options (including OTC options on futures contracts) if, as a result of such transactions, the sum of the market value of OTC options currently outstanding which are held by the Fund, the market value of the securities underlying OTC call options currently outstanding which have been sold by the Fund and margin deposits on the Funds outstanding OTC options exceeds 15% of the total assets of the Fund, taken at market value, together with all other assets of the Fund which are deemed to be illiquid or are otherwise not readily marketable. However, if an OTC option is sold by the Fund to a dealer in U.S. government securities recognized as a primary dealer by the Federal Reserve Bank of New York and the Fund has the unconditional contractual right to repurchase such OTC option at a predetermined price, then the Fund will treat as illiquid such amount of the underlying securities as is equal to the repurchase price less the amount by which the option is in- the-money ( i.e. , current market value of the underlying security minus the options exercise price). The repurchase price with the primary dealers is typically a formula price which is generally based on a multiple of the premium received for the option, plus the amount by which the option is in-the-money. This policy as to OTC options is not a fundamental policy of the Fund and may be amended by the Board of Trustees of the Fund without the approval of the Funds shareholders. However, the Fund will not change or modify this policy prior to the change or modification by the Commission staff of its position.
13
The Funds investments will be limited in order to allow the Fund to qualify as a regulated investment company for purposes of the Code. See Dividends and Taxes Taxes. To qualify, among other requirements, the Fund will limit its investments so that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Funds total assets will be invested in the securities of a single issuer, and (ii) with respect to 50% of the market value of its total assets, not more than 5% of the market value of its total assets will be invested in the securities of a single issuer and the Fund will not own more than 10% of the outstanding voting securities of a single issuer. Foreign government securities (unlike U.S. government securities) are not exempt from the diversification requirements of the Code and the securities of each foreign government issuer are considered to be obligations of a single issuer. These tax-related limitations may be changed by the Trustees of the Fund to the extent necessary to comply with changes to the Federal tax requirements. The Fund is diversified under the Investment Company Act and must satisfy the foregoing 5% and 10% requirements with respect to 75% of its total assets.
Portfolio Turnover
The Manager will effect portfolio transactions without regard to the time the securities have been held, if, in its judgment, such transactions are advisable in light of a change in circumstances of a particular company or within a particular industry or in general market, financial or economic conditions. As a result of its investment policies, the Fund may engage in a substantial number of portfolio transactions and the Funds portfolio turnover rate may vary greatly from year to year or during periods within a year. The portfolio turnover rate is calculated by dividing the lesser of the Funds annual sales or purchases of portfolio securities (exclusive of purchases or sales of U.S. government securities and all other securities whose maturities at the time of acquisition were one year or less) by the monthly average value of the securities in the portfolio during the year. A high portfolio turnover may result in negative tax consequences, such as an increase in ordinary income and/or capital gain dividends. See Dividends and Taxes Taxes. High portfolio turnover may also involve correspondingly greater transaction costs in the form of dealer spreads and brokerage commissions, which are borne directly by the Fund.
MANAGEMENT OF THE FUND
Trustees and Officers
The Board of Trustees of the Fund consists of eight individuals, seven of whom are not interested persons of the Fund as defined in the Investment Company Act (the non-interested Trustees). The Trustees are responsible for the overall supervision of the operations of the Fund and perform the various duties imposed on the directors of investment companies by the Investment Company Act.
Each non-interested Trustee is a member of the Funds Audit and Oversight Committee (the Committee). The principal responsibilities of the Committee are the appointment, compensation and oversight of the Funds independent accountants, including the resolution of disagreements regarding financial reporting between Fund management and such independent accountants. The Committees responsibilities include, without limitation, to (i) review with the independent accountants the arrangements for and scope of annual and special audits and any other services provided by the independent accountants to the Fund; (ii) discuss with the independent accountants certain matters relating to the Funds financial statements, including any adjustment to such financial statements recommended by such independent accountants or any other results of any audit; (iii) ensure that the independent accountants submit on a periodic basis a formal written statement with respect to their independence, discuss with the independent accountants any relationships or services disclosed in the statement that may impact the objectivity and independence of the Funds independent accountants and recommend that the Board take appropriate action in response thereto to satisfy itself of the independent accountants independence; and (iv) consider the comments of the independent accountants with respect to the quality and adequacy of the Funds accounting and financial reporting policies and practices and internal controls and Fund managements responses thereto. The Board of the Fund has adopted a written charter for the Committee. The Committee also reviews and nominates candidates to serve as non-interested Trustees. The Committee generally will not consider nominees recommended by shareholders. The Committee has retained independent legal counsel to assist it in connection with these duties. The Committee met four times during the fiscal year ended October 31, 2002.
14
Biographical Information. Certain biographical and other information relating to the non-interested Trustees of the Fund is set forth below, including their ages, their principal occupations for at least the last five years, the length of the time served, the total number of portfolios overseen in the complex of funds advised by the Manager and its affiliate, Fund Asset Management, L.P. (FAM), (MLIM/FAM-advised funds) and other public directorships.
Name, Address* and
|
Position(s) Held with the Fund |
Term of Office** and Length of Time Served |
Principal Occupation(s) During Past Five Years |
Number of MLIM/FAM- Advised Funds and Portfolios Overseen |
Public Directorships |
|||||
Ronald W. Forbes (62) |
Trustee |
Trustee since 2000 |
Professor Emeritus, School of Business, State University of New York at Albany since 2000 and Professor of Finance thereof from 1989 to 2000. |
45 registered investment companies consisting of 54 portfolios |
None |
|||||
Cynthia A. Montgomery (50) |
Trustee |
Trustee since 2000 |
Professor, Harvard Business School since 1989; Director of UnumProvident Corporation since 1990; Director of Newell Rubbermaid, Inc. since 1995. |
45 registered investment companies consisting of 54 portfolios |
UnumProvident Corporation (insurance products); Newell Rubbermaid Inc. |
|||||
Charles C. Reilly (71) |
Trustee |
Trustee since 1990 |
Self-employed financial consultant since 1990. |
45 registered investment companies consisting of 54 portfolios |
None |
|||||
Kevin A. Ryan (70) |
Trustee |
Trustee since 2000 |
Founder and currently Director Emeritus of the Boston University Center for the Advancement of Ethics and Character and Director thereof from 1989 to 1999 and Professor Emeritus since 1999. |
45 registered investment companies consisting of 54 portfolios |
None |
|||||
Roscoe S. Suddarth (67) |
Trustee |
Trustee since 2000 |
President and Chief Executive Officer of the Middle East Institute from 1995 to 2001. Member of the U.S. Foreign Service from 1961-1995. |
45 registered investment companies consisting of 54 portfolios |
None |
|||||
Richard R. West (64) |
Trustee |
Trustee since 1986 |
Dean Emeritus of New York University Leonard N. Stern School of Business Administration; Professor of Finance from 1984 to 1994 and Dean from 1984 to 1993. |
45 registered investment companies consisting of 54 portfolios |
Bowne & Co., Inc. (financial printers); Vornado Operating Company (real estate company); Vornado Realty Trust, Inc. (real estate holding company) ; Alexanders, Inc. (real estate company) |
|||||
Edward D. Zinbarg (68) |
Trustee |
Trustee since 1994 |
Self-employed financial consultant since 1994. |
45 registered investment companies consisting of 54 portfolios |
None |
* | The address of each non-interested Trustee is P.O. Box 9095, Princeton, New Jersey 08543-9095. |
** | Each Trustee serves until his or her successor is elected and qualified, or until his or her death or resignation, or removal as provided in the Funds by-laws or charter or by statute, or until December 31 of the year in which he or she turns 72. |
15
Certain biographical and other information relating to the Trustee who is an officer and an interested person of the Fund as defined in the Investment Company Act (the interested Trustee) and to the other officers of the Fund is set forth below, including their ages, their principal occupations for at least the last five years, the length of time served, the total number of portfolios overseen in the MLIM/FAM-advised funds and public directorships held.
Name, Address* and Age |
Position(s) Held with the Fund |
Term of Office*** and Length of Time Served |
Principal Occupation(s) During Past Five Years |
Number of MLIM/FAM- Advised Funds and Portfolios Overseen |
Public Directorships |
|||||
Terry K. Glenn** (62) |
President and Trustee |
President and Trustee**** since 1999 |
President and Chairman of the MLIM/FAM-Advised Funds since 1999; Chairman (Americas Region) of the Manager from 2000 to 2002; Executive Vice President of the Manager and FAM (which terms as used herein include their corporate predecessors) from 1983 to 2002; President of FAM Distributors, Inc. (FAMD or the Distributor) from 1986 to 2002 and Director thereof from 1991 to 2002; Executive Vice President and Director of Princeton Services, Inc. (Princeton Services) from 1993 to 2002; President of Princeton Administrators, L.P. from 1988 to 2002; Director of Financial Data Services, Inc. from 1985 to 2002. |
117 registered investment companies consisting of 162 portfolios |
None |
|||||
Robert C. Doll, Jr. (48) |
Senior Vice President |
Senior Vice President since 1999 |
President of the Manager and FAM since 2001; Co-Head (Americas Region) thereof from 2000 to 2001 and Senior Vice President thereof from 1999 to 2001; Director of Princeton Services; Chief Investment Officer of Oppenheimer Funds, Inc. in 1999 and Executive Vice President thereof from 1991 to 1999. |
51 registered investment companies consisting of 71 portfolios |
None |
|||||
Donald C. Burke (42) |
Vice President and Treasurer |
Vice President since 1993 and Treasurer since 1999 |
First Vice President of the Manager and FAM since 1997 and the Treasurer thereof since 1999; Senior Vice President and Treasurer of Princeton Services since 1999; Vice President of FAMD since 1999; Vice President of the Manager and FAM from 1990 to 1997; Director of Taxation of the Manager since 1990. |
117 registered investment companies consisting of 162 portfolios |
None |
|||||
Hubert Aarts (40) |
Vice President and Portfolio Manager |
Vice President since 2003 |
Director of Merrill Lynch Asset Management UK Limited (MLAM U.K.) or its affiliates since 2000; Portfolio Manager with MLAM U.K. or its affiliates since 1995. |
1 registered investment company consisting of 1 portfolio |
None |
|||||
Susan B. Baker (44) |
Secretary |
Secretary since 2001 |
Director (Legal Advisory) of the Manager since 1999; Vice President of the Manager from 1993 to 1999; attorney associated with the Manager since 1987. |
38 registered investment companies consisting of 44 portfolios |
None |
* | The address for each officer listed is P.O. Box 9011, Princeton, New Jersey 06543-9011. |
** | Mr. Glenn is a director, trustee or member of an advisory board of certain other investment companies for which FAM or MLIM acts as investment adviser. Mr. Glenn is an interested person, as defined in the Investment Company Act, of the Fund based on his former positions with FAM, MLIM, FAMD, Princeton Services and Princeton Administrators, L.P. |
*** | Elected by and serves at the pleasure of the Board of Trustees of the Fund. |
**** | As a Trustee, Mr. Glenn serves until his or her successor is elected and qualified, or until his death or resignation, or removal as provided in the Funds by-laws or charter or by statute, or until December 31 of the year in which he or she turns 72. |
16
Share Ownership. Information relating to each Trustees share ownership in the Fund and in all registered funds in the Merrill Lynch family of funds that are overseen by the respective Trustee (Supervised Merrill Lynch Funds) as of December 31, 2002 is set forth in the chart below.
Name |
Aggregate Dollar Range of Equity in the Fund |
Aggregate Dollar Range of Securities in Supervised Merrill Lynch Funds |
||
Interested Director: |
||||
Terry K. Glenn |
$50,001 $100,000 |
over $ 100,000 |
||
Non-Interested Directors: |
||||
Ronald W. Forbes |
$1 $10,000 |
over $ 100,000 |
||
Cynthia A. Montgomery |
None |
$50,001 $100,000 |
||
Charles C. Reilly |
None |
over $ 100,000 |
||
Kevin A. Ryan |
None |
over $ 100,000 |
||
Roscoe S. Suddarth |
None |
over $ 100,000 |
||
Richard R. West |
None |
over $ 100,000 |
||
Edward D. Zinbarg |
None |
over $ 100,000 |
As of February 14, 2003, the Trustees and officers as a group owned an aggregate of less than 1% of the Funds outstanding shares. As of December 31, 2002, none of the non-interested Trustees of the Fund or their immediate family members owned beneficially or of record any securities in Merrill Lynch & Co., Inc. (ML & Co.).
Compensation of Trustees
The Fund pays each non-interested Trustee a combined fee of $3,000 per year plus $500 per in-person Board meeting attended and $500 per in-person Committee meeting attended. Each of the Co-Chairmen of the Committee receives an additional fee of $1,000 per year. The Fund reimburses each non-interested Trustee for his or her out-of-pocket expenses relating to attendance at Board and Committee meetings.
The following table shows the compensation earned by the non-interested Trustees for the fiscal year ended October 31, 2002 and the aggregate compensation paid to them by all MLIM/FAM-advised funds for the calendar year ended December 31, 2002.
Name |
Compensation from Fund |
Pension or Retirement Benefits Accrued as Part of Fund Expense |
Aggregate Compensation from Fund and Other MLIM/FAM- Advised Funds** |
|||||
Ronald W. Forbes* |
$ |
8,000 |
None |
$ |
308,400 |
|||
Cynthia A. Montgomery |
$ |
7,000 |
None |
$ |
266,400 |
|||
Charles C. Reilly* |
$ |
8,000 |
None |
$ |
308,400 |
|||
Kevin A. Ryan |
$ |
7,000 |
None |
$ |
266,400 |
|||
Roscoe S. Suddarth |
$ |
7,000 |
None |
$ |
266,400 |
|||
Richard R. West |
$ |
7,000 |
None |
$ |
275,400 |
|||
Edward D. Zinbarg |
$ |
7,000 |
None |
$ |
266,400 |
* | Co-Chairman of the Audit and Oversight Committee. |
** | For information on the number of MLIM/FAM-advised funds from which each Trustee receives compensation see the chart on p. 15. |
Trustees of the Fund may purchase Class A shares of the Fund at net asset value. See Purchase of Shares Reduced Initial Sales Charges Purchase Privilege of Certain Persons.
Management and Advisory Arrangements
Management Services. The Manager provides the Fund with investment advisory and management services. Subject to the supervision of the Board of Trustees, the Manager is responsible for the actual
17
management of the Funds portfolio and constantly reviews the Funds holdings in light of its own research analysis and that from other relevant sources. The responsibility for making decisions to buy, sell or hold a particular security rests with the Manager. The Manager performs certain of the other administrative services and provides all the office space, facilities, equipment and necessary personnel for management of the Fund.
Management Fee. The Fund has entered into a management agreement with the Manager (the Management Agreement), pursuant to which the Manager receives for its services to the Fund monthly compensation at the annual rate of 0.75% of the average daily net assets of the Fund. The table below sets forth information about the total investment advisory fees paid by the Fund to the Manager for the periods indicated.
Fiscal Year Ended October 31, |
Management Fee |
||
2002 |
$ |
5,713,023 |
|
2001 |
$ |
8,047,212 |
|
2000 |
$ |
10,854,795 |
The Manager has entered into a sub-advisory agreement (the Sub-Advisory Agreement) with MLAM U.K. pursuant to which MLAM U.K. provides investment advisory services to the Manager with respect to the Fund. MLAM U.K. is responsible for the day-to-day management of the Funds portfolio. The table below sets forth information about the total sub-advisory fees paid by the Manager to MLAM U.K. for the periods indicated.
Fiscal Year Ended October 31, |
Sub-Advisory Fee |
||
2002 |
$ |
941,023 |
|
2001 |
$ |
1,411,440 |
|
2000 |
$ |
2,183,916 |
Payment of Fund Expenses. The Management Agreement obligates the Manager to provide investment advisory services and to pay all compensation of and furnish office space for officers and employees of the Fund connected with investment and economic research, trading and investment management of the Fund, as well as the fees of all Trustees of the Fund who are affiliated persons of the Manager or any of its affiliates. The Fund pays all other expenses incurred in the operation of the Fund, including among other things: taxes, expenses for legal and auditing services, costs of preparing, printing proxies, stock certificates, shareholder reports, prospectuses and statements of additional information, except to the extent paid by the Distributor; charges of the custodian and the transfer agent; expenses of redemption of shares; Commission fees; expenses of registering the shares under Federal, state or foreign laws; fees and expenses of non-interested Trustees; accounting and pricing costs (including the daily calculations of net asset value); insurance; interest; brokerage costs; litigation and other extraordinary or non-recurring expenses; and other expenses properly payable by the Fund. Certain accounting services are provided for the Fund by State Street Bank and Trust Company (State Street) pursuant to an agreement between State Street and the Fund. The Fund pays a fee for these services. In addition, the Fund reimburses the Manager for other accounting services. The Distributor will pay certain promotional expenses of the Fund incurred in connection with the offering of shares of the Fund. Certain expenses will be financed by the Fund pursuant to distribution plans in compliance with Rule 12b-1 under the Investment Company Act. See Purchase of Shares Distribution Plans.
Organization of the Manager . The Manager is a limited partnership, the partners of which are ML & Co., a financial services holding company and the parent of Merrill Lynch, and Princeton Services. ML & Co. and Princeton Services are controlling persons of the Manager as defined under the Investment Company Act because of their ownership of its voting securities or their power to exercise a controlling influence over its management or policies.
The following entities may be considered controlling persons of MLAM U.K.: Merrill Lynch Europe PLC (MLAM U.K.s parent), a subsidiary of Merrill Lynch International Holdings, Inc., a subsidiary of Merrill Lynch International, Inc., a subsidiary of ML & Co.
18
Duration and Termination . Unless earlier terminated as described herein, the Management Agreement and the Sub-Advisory Agreement will continue in effect from year to year if approved annually (a) by the Board of Trustees of the Fund or by a majority of the outstanding shares of the Fund and (b) by a majority of the Trustees who are not parties to such contract or interested persons (as defined in the Investment Company Act) of any such party. Such contracts are not assignable and may be terminated without penalty on 60 days written notice at the option of either party or by vote of the shareholders of the Fund.
In connection with its consideration of the Management Agreement, the Board reviewed information derived from a number of sources and covering a range of issues. The Board considered the services provided to the Fund by the Manager under the Management Agreement, as well as other services provided by the Manager and its affiliates under other agreements, and the personnel who provide these services. In addition to investment advisory services, the Manager and its affiliates provide administrative services, shareholder services, oversight of fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund. The Board also considered the Managers costs of providing services, and the direct and indirect benefits to the Manager from its relationship with the Fund. The benefits considered by the Board included not only the Managers compensation for investment advisory services under the Management Agreement and the Managers profitability under the Management Agreement, but also compensation paid to the Manager or its affiliates for other, non-advisory, services provided to the Fund. The Trustees also considered the Managers access to research services from brokers to which the Manager may have allocated Fund brokerage in a soft dollar arrangement. In connection with its consideration of the Management Agreement, the Board also compared the Funds management fee rate, expense ratios and historical performance to those of comparable funds. Based in part on this comparison, and taking into account the various services provided to the Fund by the Manager and its affiliates, the Board concluded that the management fee rate was reasonable. The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale that the Manager may experience as a result of growth in the Funds assets.
Based on the information reviewed and the discussions, the Board, including a majority of the non-interested Trustees, concluded that it was satisfied that the management fee rate was reasonable in relation to the services provided. The non-interested Trustees were represented by independent counsel who assisted them.
Transfer Agency Services . Financial Data Services, Inc. (the Transfer Agent), a subsidiary of ML & Co., acts as the Funds Transfer Agent pursuant to a Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreement (the Transfer Agency Agreement). Pursuant to the Transfer Agency Agreement, the Transfer Agent is responsible for the issuance, transfer and redemption of shares and the opening and maintenance of shareholder accounts. The Fund currently pays between $16.00 and $20.00 for each Class A or Class D shareholder account; between $19.00 and $23.00 for each Class B or Class C shareholder account, depending on the level of service required, and $16.00 for each Class R shareholder account. The Fund also reimburses the Transfer Agents reasonable out-of-pocket expenses and pays a fee of 0.10% of account assets for certain accounts that participate in the Merrill Lynch Mutual Fund Advisor (Merrill Lynch MFA SM ) Program (the MFA Program). For purposes of the Transfer Agency Agreement, the term account includes a shareholder account maintained directly by the Transfer Agent and any other account representing the beneficial interest of a person in the relevant share class on a recordkeeping system, provided the recordkeeping system is maintained by a subsidiary of ML & Co.
19
The table below sets forth information about the total amounts paid by the Fund to the Transfer Agent for the periods indicated.
Fiscal Year Ended October 31, |
Transfer Agent Fee* |
||
2002 |
$ |
1,397,699 |
|
2001 |
$ |
2,029,313 |
|
2000 |
$ |
2,137,502 |
|
* | During the fiscal year ended October 31, 2000 and the period November 1, 2000 to June 30, 2001, the Fund paid fees to the Transfer Agent at lower rates than the ones currently in effect. If the current rates had been in effect for the periods shown, the fees paid may have been higher. The current rates became effective on July 1, 2001. |
Accounting Services. The Fund has entered into an agreement with State Street pursuant to which State Street provides certain accounting services to the Fund. The Fund pays a fee for these services. Prior to January 1, 2001, the Manager provided accounting services to the Fund and was reimbursed by the Fund at its cost in connection with such services. The Manager continues to provide certain accounting services to the Fund and the Fund reimburses the Manager for these services.
The table below shows the amounts paid by the Fund to State Street and to the Manager for accounting services for the periods indicated.
Fiscal Year Ended October 31, |
Paid to State Street |
Paid to the Manager |
|||||
2002 |
$ |
280,796 |
|
$ |
32,179 |
||
2001 |
$ |
369,900 |
|
$ |
106,835 |
||
2000 |
|
N/A |
|
$ |
109,392 |
|
| Represents payments pursuant to the agreement with State Street effective January 1, 2001. |
Distribution Expenses. The Fund has entered into a distribution agreement with the Distributor in connection with the continuous offering of each class of shares of the Fund (the Distribution Agreement). The Distribution Agreement obligates the Distributor to pay certain expenses in connection with the offering of each class of shares of the Fund. After the prospectuses, statements of additional information and periodic reports have been prepared, set in type and mailed to shareholders, the Distributor pays for the printing and distribution of copies thereof used in connection with the offering to dealers and investors. The Distributor also pays for other supplementary sales literature and advertising costs. The Distribution Agreement is subject to the same renewal requirements and termination
Code of Ethics
The Board of Trustees of the Fund has approved a Code of Ethics under Rule 17j-1 of the Investment Company Act that covers the Fund, the Manager, MLAM U.K. and the Distributor. The Code of Ethics establishes procedures for personal investing and restricts certain transactions. Employees subject to the Code of Ethics may invest in securities for their personal investment accounts, including securities that may be purchased or held by the Fund.
PURCHASE OF SHARES
Reference is made to Your Account How to Buy, Sell, Transfer and Exchange Shares in the Prospectus.
The Fund offers five classes of shares under the Merrill Lynch Select Pricing SM System. Shares of Class A and Class D are sold to investors choosing the initial sales charge alternatives, shares of Class B and Class C are sold to investors choosing the deferred sales charge alternatives and Class R shares are sold only to certain
20
retirement plans. Each Class A, Class B, Class C, Class D or Class R share of the Fund represents an identical interest in the investment portfolio of the Fund and has the same rights, except that Class B, Class C, Class D and Class R shares bear the expenses of the ongoing account maintenance fees (also known as service fees), Class B, Class C and Class R shares bear the expenses of the ongoing distribution fees and Class B and Class C shares bear the expenses of the additional incremental transfer agency costs resulting from the deferred sales charge arrangements. The contingent deferred sales charges (CDSCs) that are imposed on Class B and Class C shares, the distribution fees that are imposed on Class B, Class C and Class R shares and the account maintenance fees imposed on Class B, Class C, Class D and Class R shares, are imposed directly against those classes and not against all assets of the Fund and, accordingly, such charges do not affect the net asset value of any other class or have any impact on investors choosing another sales charge option. Dividends paid by the Fund for each class of shares are calculated in the same manner at the same time and differ only to the extent that account maintenance and distribution fees and any incremental transfer agency costs relating to a particular class are borne exclusively by that class. Each class has different exchange privileges. See Shareholder Services Exchange Privilege.
Investors should understand that the purpose and function of the initial sales charges with respect to the Class A and Class D shares are the same as those of the CDSCs and distribution fees with respect to the Class B and Class C shares and the distribution fees with respect to Class R shares in that the sales charges and distribution fees applicable to each class provide for the financing of the distribution of the shares of the Fund. The distribution-related revenues paid with respect to a class will not be used to finance the distribution expenditures of another class. Sales personnel may receive different compensation for selling different classes of shares.
The Merrill Lynch Select Pricing SM System is used by more than 50 registered investment companies advised by the Manager or FAM. Funds advised by the Manager or FAM that use the Merrill Lynch Select Pricing SM System are referred to herein as Select Pricing Funds.
The Fund offers its shares at a public offering price equal to the next determined net asset value per share plus any sales charge applicable to the class of shares selected by the investor. The applicable offering price for purchase orders is based upon the net asset value of the Fund next determined after receipt of the purchase order by the Distributor. As to purchase orders received by securities dealers or other financial intermediaries prior to the close of business on the New York Stock Exchange (the NYSE) (generally 4:00 p.m. Eastern time) which includes orders received after the determination of net asset value on the previous day, the applicable offering price will be based on the net asset value on the day the order is placed with the Distributor, provided that the orders are received by the Distributor prior to 30 minutes after the close of business on the NYSE on that day. If the purchase orders are not received prior to 30 minutes after the close of business on the NYSE on that day, such orders shall be deemed received on the next business day. Dealers or other financial intermediaries have the responsibility of submitting purchase orders to the Fund not later than 30 minutes after the close of business on the NYSE.
The Fund or the Distributor may suspend the continuous offering of the Funds shares of any class at any time in response to conditions in the securities markets or otherwise and may thereafter resume such offering from time to time. Any order may be rejected by the Fund or the Distributor. Neither the Distributor, the securities dealers nor other financial intermediaries are permitted to withhold placing orders to benefit themselves by a price change. Certain securities dealers or other financial intermediaries may charge a processing fee to confirm a purchase of shares. For example, the fee currently charged by Merrill Lynch is $5.35. Purchases made directly through the Transfer Agent are not subject to the processing fee.
Initial Sales Charge Alternatives Class A and Class D Shares
Investors who prefer an initial sales charge alternative may elect to purchase Class D shares or, if an eligible investor, Class A shares. Investors choosing the initial sales charge alternative who are eligible to purchase Class A shares should purchase Class A shares rather than Class D shares because there is an account maintenance fee imposed on Class D shares. Investors qualifying for significantly reduced initial sales charges may find the initial
21
sales charge alternative particularly attractive because similar sales charge reductions are not available with respect to the deferred sales charges imposed in connection with purchases of Class B or Class C shares. Investors not qualifying for reduced initial sales charges who expect to maintain their investment for an extended period of time also may elect to purchase Class A or Class D shares, because over time the accumulated ongoing account maintenance and distribution fees on Class B or Class C or Class R shares may exceed the initial sales charges and, in the case of Class D shares, the account maintenance fee. Although some investors who previously purchased Class A shares may no longer be eligible to purchase Class A shares of other Select Pricing Funds, those previously purchased Class A shares, together with Class B, Class C and Class D share holdings, will count toward a right of accumulation that may qualify the investor for a reduced initial sales charge on new initial sales charge purchases. In addition, the ongoing Class B, Class C and Class R account maintenance and distribution fees will cause Class B, Class C and Class R shares to have higher expense ratios, pay lower dividends and have lower total returns than the initial sales charge shares. The ongoing Class D account maintenance fees will cause Class D shares to have a higher expense ratio, pay lower dividends and have a lower total return than Class A shares.
The term purchase, as used in the Prospectus and this Statement of Additional Information in connection with an investment in Class A and Class D shares of the Fund, refers to a single purchase by an individual or to concurrent purchases, which in the aggregate are at least equal to the prescribed amounts, by an individual, his or her spouse and their children under the age of 21 years purchasing shares for his, her or their own account and to single purchases by a trustee or other fiduciary purchasing shares for a single trust estate or single fiduciary account although more than one beneficiary is involved. The term purchase also includes purchases by any company, as that term is defined in the Investment Company Act, but does not include purchases by any such company that has not been in existence for at least six months or which has no purpose other than the purchase of shares of the Fund or shares of other registered investment companies at a discount; provided, however, that it shall not include purchases by any group of individuals whose sole organizational nexus is that the participants therein are credit cardholders of a company, policyholders of an insurance company, customers of either a bank or broker-dealer or clients of an investment adviser.
Eligible Class A Investors
Class A shares are offered to a limited group of investors and also will be issued upon reinvestment of dividends on outstanding Class A shares. Investors who currently own Class A shares in a shareholder account, including participants in the Merrill Lynch Blueprint SM Program, are entitled to purchase additional Class A shares of the Fund in that account. Certain employer-sponsored retirement or savings plans, including eligible 401(k) plans, may purchase Class A shares at net asset value provided such plans meet the required minimum number of eligible employees or required amount of assets advised by the Manager or any of its affiliates. Class A shares are available at net asset value to corporate warranty insurance reserve fund programs and U.S. branches of foreign banking institutions provided that the program or bank has $3 million or more initially invested in Select Pricing Funds. Also eligible to purchase Class A shares at net asset value are participants in certain investment programs including TMA SM Managed Trusts to which Merrill Lynch Trust Company provides discretionary trustee services, collective investment trusts for which Merrill Lynch Trust Company serves as trustee and certain purchases made in connection with certain fee-based programs. In addition, Class A shares are offered at net asset value to ML & Co. and its subsidiaries and their directors and employees and to members of the Boards of MLIM/FAM-advised investment companies. Certain persons who acquired shares of certain MLIM/FAM-advised closed-end funds in their initial offerings who wish to reinvest the net proceeds from a sale of their closed-end fund shares of common stock in shares of the Fund also may purchase Class A shares of the Fund if certain conditions are met. In addition, Class A shares of the Fund and certain other Select Pricing Funds are offered at net asset value to shareholders of Merrill Lynch Senior Floating Rate Fund, Inc. and, if certain conditions are met, to shareholders of certain MLIM/FAM-advised continuously offered closed-end funds who wish to reinvest the net proceeds from a sale of certain of their shares of common stock pursuant to a tender offer conducted by such funds. See Purchase of Shares Closed-End Fund Reinvestment Options.
22
Class A and Class D Sales Charge Information
Class A Shares |
||||||||||||
For the Fiscal Year Ended October 31, |
Gross Sales
|
Sales Charges
|
Sales Charges
|
CDSCs Received
|
||||||||
2002 |
$ |
2,807 |
$ |
193 |
$ |
2,614 |
$ |
0 |
||||
2001 |
$ |
7,416 |
$ |
542 |
$ |
6,874 |
$ |
0 |
||||
2000 |
$ |
13,528 |
$ |
1,068 |
$ |
12,460 |
$ |
0 |
||||
Class D Shares |
||||||||||||
For the Fiscal Year Ended October 31, |
Gross Sales
|
Sales Charges
|
Sales Charges
|
CDSCs Received
|
||||||||
2002 |
$ |
24,217 |
$ |
1,643 |
$ |
22,574 |
$ |
591 |
||||
2001 |
$ |
92,960 |
$ |
6,118 |
$ |
86,842 |
$ |
6,645 |
||||
2000 |
$ |
147,958 |
$ |
10,625 |
$ |
137,333 |
$ |
3,260 |
The Distributor may reallow discounts to selected securities dealers and other financial intermediaries and retain the balance over such discounts. At times the Distributor may reallow the entire sales charge to such dealers. Since securities dealers and other financial intermediaries selling Class A and Class D shares of the Fund will receive a concession equal to most of the sales charge, they may be deemed to be underwriters under the Securities Act.
Reduced Initial Sales Charges
Reductions in or exemptions from the imposition of a sales load are due to the nature of the investors and/or the reduced sales efforts that will be needed to obtain such investments.
Reinvested Dividends . No initial sales charges are imposed upon Class A and Class D shares issued as a result of the automatic reinvestment of dividends.
Right of Accumulation . Reduced sales charges are applicable through a right of accumulation under which eligible investors are permitted to purchase shares of the Fund subject to an initial sales charge at the offering price applicable to the total of (a) the public offering price of the shares then being purchased plus (b) an amount equal to the then current net asset value or cost, whichever is higher, of the purchasers combined holdings of all classes of shares of the Fund and of any other Select Pricing Funds. For any such right of accumulation to be made available, the Distributor must be provided at the time of purchase, by the purchaser or the purchasers securities dealer or other financial intermediary, with sufficient information to permit confirmation of qualification. Acceptance of the purchase order is subject to such confirmation. The right of accumulation may be amended or terminated at any time. Shares held in the name of a nominee or custodian under pension, profit-sharing or other employee benefit plans may not be combined with other shares to qualify for the right of accumulation.
Letter of Intent . Reduced sales charges are applicable to purchases aggregating $25,000 or more of the Class A or Class D shares of the Fund or any Select Pricing Funds made within a 13-month period starting with the first purchase pursuant to a Letter of Intent. The Letter of Intent is available only to investors whose accounts are established and maintained at the Funds Transfer Agent. The Letter of Intent is not available to employee benefit plans for which Merrill Lynch provides plan participant recordkeeping services. The Letter of Intent is not a binding obligation to purchase any amount of Class A or Class D shares; however, its execution will result in the purchaser paying a lower sales charge at the appropriate quantity purchase level. A purchase not originally made pursuant to a Letter of Intent may be included under a subsequent Letter of Intent executed within 90 days of such purchase if the Distributor is informed in writing of this intent within such 90-day period. The value of Class A and Class D shares of the Fund and of other Select Pricing Funds presently held, at cost or maximum offering price (whichever is higher), on the date of the first purchase under the Letter of Intent, may be included
23
as a credit toward the completion of such Letter, but the reduced sales charge applicable to the amount covered by such Letter will be applied only to new purchases. If the total amount of shares does not equal the amount stated in the Letter of Intent (minimum of $25,000), the investor will be notified and must pay, within 20 days of the expiration of such Letter, the difference between the sales charge on the Class A or Class D shares purchased at the reduced rate and the sales charge applicable to the shares actually purchased through the Letter. Class A or Class D shares equal to at least 5.0% of the intended amount will be held in escrow during the 13-month period (while remaining registered in the name of the purchaser) for this purpose. The first purchase under the Letter of Intent must be at least 5.0% of the dollar amount of such Letter. If a purchase during the term of such Letter would otherwise be subject to a further reduced sales charge based on the right of accumulation, the purchaser will be entitled on that purchase and subsequent purchases to the further reduced percentage sales charge that would be applicable to a single purchase equal to the total dollar value of the Class A or Class D shares then being purchased under such Letter, but there will be no retroactive reduction of the sales charge on any previous purchase.
The value of any shares redeemed or otherwise disposed of by the purchaser prior to termination or completion of the Letter of Intent will be deducted from the total purchases made under such Letter. An exchange from the Summit Cash Reserves Fund (Summit), a series of Financial Institutions Series Trust, into the Fund that creates a sales charge will count toward completing a new or existing Letter of Intent from the Fund.
Merrill Lynch Blueprint SM Program . Class D shares of the Fund are offered to participants in the Merrill Lynch Blueprint SM Program (Blueprint). In addition, participants in Blueprint who own Class A shares of the Fund may purchase additional Class A shares of the Fund through Blueprint. The Blueprint program is directed to small investors, group IRAs and participants in certain affinity groups such as credit unions, trade associations and benefit plans. Investors placing orders to purchase Class A or Class D shares of the Fund through Blueprint will acquire the Class A or Class D shares at net asset value plus a sales charge calculated in accordance with the Blueprint sales charge schedule ( i.e. , up to $300 at 4.25%, from $300.01 to $5,000 at 3.25% plus $3.00, and $5,000.01 or more at the standard sales charge rates disclosed in the Prospectus). In addition, Class A or Class D shares of the Fund are being offered at net asset value plus a sales charge of 0.50% for corporate or group IRA programs placing orders to purchase their Class A or Class D shares through Blueprint. Services, including the exchange privilege, available to Class A and Class D investors through Blueprint, however, may differ from those available to other investors in Class A or Class D shares.
Class A and Class D shares are offered at net asset value to Blueprint participants through the Merrill Lynch Directed IRA Rollover Program (the IRA Rollover Program) available from Merrill Lynch Business Financial Services, a business unit of Merrill Lynch. The IRA Rollover Program is available to custodian rollover assets from employer-sponsored retirement and savings plans (as defined below) whose trustee and/or plan sponsor has entered into the IRA Rollover Program.
Orders for purchases and redemptions of Class A or Class D shares of the Fund may be grouped for execution purposes which, in some circumstances, may involve the execution of such orders two business days following the day such orders are placed. The minimum initial purchase price is $100, with a $50 minimum for subsequent purchases through Blueprint. There are no minimum initial or subsequent purchase requirements for participants who are part of an automatic investment plan. Additional information concerning purchases through Blueprint, including any annual fees and transaction charges, is available from Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Blueprint SM Program, P.O. Box 30441, New Brunswick, New Jersey 08989-0441.
TMA SM Managed Trusts . Class A shares are offered at net asset value to TMA SM Managed Trusts to which Merrill Lynch Trust Company provides discretionary trustee services.
Employer-Sponsored Retirement or Savings Plans and Certain Other Arrangements . Certain employer-sponsored retirement or savings plans and certain other arrangements may purchase Class A or Class D shares at net asset value, based on the number of employees or number of employees eligible to participate in the plan, the
24
aggregate amount invested by the plan in specified investments and/or the services provided by Merrill Lynch to the plan. Additional information regarding purchases by employer-sponsored retirement or savings plans and certain other arrangements is available toll-free from Merrill Lynch Business Financial Services at 1-800-237-7777.
Purchase Privilege of Certain Persons . Trustees of the Fund, members of the Boards of other MLIM/FAM-advised investment companies, ML & Co. and its subsidiaries (the term subsidiaries, when used herein with respect to ML & Co., includes MLIM, FAM and certain other entities directly or indirectly wholly owned and controlled by ML & Co.) and their directors and employees, and any trust, pension, profit-sharing or other benefit plan for such persons, may purchase Class A shares of the Fund at net asset value. The Fund realizes economies of scale and reduction of sales-related expenses by virtue of the familiarity of these persons with the Fund. Employees and directors or trustees wishing to purchase shares of the Fund must satisfy the Funds suitability standards.
Class D shares of the Fund are offered at net asset value, without a sales charge, to an investor that has a business relationship with a Financial Advisor who joined Merrill Lynch from another investment firm within six months prior to the date of purchase by such investor, if the following conditions are satisfied: first, the investor must advise Merrill Lynch that it will purchase Class D shares of the Fund with proceeds from a redemption of shares of a mutual fund that was sponsored by the Financial Advisors previous firm and was subject to a sales charge either at the time of purchase or on a deferred basis; and, second, the investor must establish that such redemption had been made within 60 days prior to the investment in the Fund and the proceeds from the redemption had been maintained in the interim in cash or a money market fund.
Class D shares of the Fund are also offered at net asset value, without a sales charge, to an investor that has a business relationship with a Merrill Lynch Financial Advisor and that has invested in a mutual fund sponsored by a non-Merrill Lynch company for which Merrill Lynch has served as a selected dealer and where Merrill Lynch has either received or given notice that such arrangement will be terminated (notice) if the following conditions are satisfied: first, the investor must purchase Class D shares of the Fund with proceeds from a redemption of shares of such other mutual fund and the shares of such other fund were subject to a sales charge either at the time of purchase or on a deferred basis; and, second, such purchase of Class D shares must be made within 90 days after such notice.
Class D shares of the Fund are offered at net asset value, without a sales charge, to an investor that has a business relationship with a Merrill Lynch Financial Advisor and that has invested in a mutual fund for which Merrill Lynch has not served as a selected dealer if the following conditions are satisfied: first, the investor must advise Merrill Lynch that it will purchase Class D shares of the Fund with proceeds from the redemption of shares of such other mutual fund and that such shares have been outstanding for a period of no less than six months; and, second, such purchase of Class D shares must be made within 60 days after the redemption and the proceeds from the redemption must be maintained in the interim in cash or a money market fund.
Acquisition of Certain Investment Companies . Class D shares may be offered at net asset value in connection with the acquisition of the assets of or merger or consolidation with a personal holding company or a public or private investment company.
Purchases Through Certain Financial Intermediaries . Reduced sales charges may be applicable for purchases of Class A or Class D shares of the Fund through certain financial advisors, selected securities dealers and other financial intermediaries that meet and adhere to standards established by the Manager from time to time.
Deferred Sales Charge Alternatives Class B and Class C Shares
Investors choosing the deferred sales charge alternatives should consider Class B shares if they intend to hold their shares for an extended period of time and Class C shares if they are uncertain as to the length of time they intend to hold their assets in Select Pricing Funds.
25
Because no initial sales charges are deducted at the time of the purchase, Class B and Class C shares provide the benefit of putting all of the investors dollars to work from the time the investment is made. The deferred sales charge alternatives may be particularly appealing to investors that do not qualify for the reduction in initial sales charges. Both Class B and Class C shares are subject to ongoing account maintenance fees and distribution fees; however, the ongoing account maintenance and distribution fees potentially may be offset to the extent any return is realized on the additional funds initially invested in Class B or Class C shares. In addition, Class B shares will be converted into Class D shares of the Fund after a conversion period of approximately eight years, and thereafter investors will be subject to lower ongoing fees.
The public offering price of Class B and Class C shares for investors choosing the deferred sales charge alternatives is the next determined net asset value per share without the imposition of a sales charge at the time of purchase. See Pricing of Shares Determination of Net Asset Value below.
Contingent Deferred Sales Charges Class B Shares
Class B shares that are redeemed within six years of purchase may be subject to a CDSC at the rates set forth below charged as a percentage of the dollar amount subject thereto. In determining whether a CDSC is applicable to a redemption, the calculation will be determined in the manner that results in the lowest applicable rate being charged. The charge will be assessed on an amount equal to the lesser of the proceeds of redemption or the cost of the shares being redeemed. Accordingly, no CDSC will be imposed on increases in net asset value above the initial purchase price. In addition, no CDSC will be assessed on shares derived from reinvestment of dividends. It will be assumed that the redemption is first of shares held for over six years or shares acquired pursuant to reinvestment of dividends and then of shares held longest during the six-year period. A transfer of shares from a shareholders account to another account will be assumed to be made in the same order as a redemption.
The following table sets forth the Class B CDSC:
Year Since Purchase Payment Made |
CDSC as a Percentage of Dollar Amount Subject to Charge |
||
0-1 |
4.0 |
% |
|
1-2 |
4.0 |
% |
|
2-3 |
3.0 |
% |
|
3-4 |
3.0 |
% |
|
4-5 |
2.0 |
% |
|
5-6 |
1.0 |
% |
|
6 and thereafter |
None |
|
|
| For Class B shares of the Fund purchased before June 1, 2001, the four-year CDSC schedule in effect at that time will apply. |
To provide an example, assume an investor purchased 100 shares at $10 per share (at a cost of $1,000) and in the third year after purchase, the net asset value per share is $12 and, during such time, the investor has acquired 10 additional shares upon dividend reinvestment. If at such time the investor makes his or her first redemption of 50 shares (proceeds of $600), 10 shares will not be subject to a CDSC because they were issued through dividend reinvestment. With respect to the remaining 40 shares, the charge is applied only to the original cost of $10 per share and not to the increase in net asset value of $2 per share. Therefore, $400 of the $600 redemption proceeds will be charged at a rate of 3.0% (the applicable rate in the third year after purchase).
Class B shareholders of the Fund exercising the exchange privilege described under Shareholder Services Exchange Privilege will continue to be subject to the Funds CDSC schedule if such schedule is higher than the CDSC schedule relating to the Class B shares acquired as a result of the exchange.
The Class B CDSC may be waived on redemptions of shares in connection with certain post-retirement withdrawals from an Individual Retirement Account (IRA) or other retirement plan or following the death or
26
disability (as defined in the Code) of a shareholder (including one who owns the Class B shares as joint tenant with his or her spouse), provided the redemption is requested within one year of the death or initial determination of disability or, if later, reasonably promptly following completion of probate. The Class B CDSC also may be waived on redemptions of shares by certain eligible 401(a) and eligible 401(k) plans. The CDSC may be waived for any Class B shares that are purchased by eligible 401(k) or eligible 401(a) plans that are rolled over into a Merrill Lynch or Merrill Lynch Trust Company custodied IRA and held in such account at the time of redemption. The Class B CDSC may be waived for any Class B shares that were acquired and held at the time of redemption in an Employee Access SM Account available through employers providing eligible 401(k) plans. The Class B CDSC also may be waived for any Class B shares that are purchased by a Merrill Lynch rollover IRA that was funded by a rollover from a terminated 401(k) plan managed by the MLIM Private Investors and held in such account at the time of redemption. The Class B CDSC may be waived or its terms may be modified in connection with certain fee-based programs. The Class B CDSC may also be waived in connection with involuntary termination of an account in which Fund shares are held or for withdrawals through the Merrill Lynch Systematic Withdrawal Plan. See Shareholder Services Fee-Based Programs and Systematic Withdrawal Plan.
Employer-Sponsored Retirement or Savings Plans and Certain Other Arrangements . Certain employer-sponsored retirement or savings plans and certain other arrangements may purchase Class B shares with a waiver of the CDSC upon redemption, based on the number of employees or number of employees eligible to participate in the plan, the aggregate amount invested by the plan in specified investments and/or the services provided by Merrill Lynch to the plan. Such Class B shares will convert into Class D shares approximately ten years after the plan purchases the first share of any Select Pricing Fund. Minimum purchase requirements may be waived or varied for such plans. Additional information regarding purchases by employer-sponsored retirement or savings plans and certain other arrangements is available toll-free from Merrill Lynch Business Financial Services at 1-800-237-7777.
Merrill Lynch Blueprint SM Program . Class B shares are offered to certain participants in Blueprint. Blueprint is directed to small investors, group IRAs and participants in certain affinity groups such as trade associations, credit unions and benefit plans. Class B shares of the Fund are offered through Blueprint only to members of certain affinity groups. The CDSC is waived in connection with purchase orders placed through Blueprint. Services, including the exchange privilege, available to Class B investors through Blueprint, however, may differ from those available to other Class B investors. Orders for purchases and redemptions of Class B shares of the Fund may be grouped for execution purposes which, in some circumstances, may involve the execution of such orders two business days following the day such orders are placed. The minimum initial purchase price is $100, with a $50 minimum for subsequent purchases through Blueprint. There is no minimum initial or subsequent purchase requirement for investors who are part of a Blueprint automatic investment plan. Additional information concerning these Blueprint programs, including any annual fees or transaction charges, is available from Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Blueprint SM Program, P.O. Box 30441, New Brunswick, New Jersey 08989-0441.
Conversion of Class B Shares to Class D Shares . After approximately eight years (the Conversion Period), Class B shares will be converted automatically into Class D shares of the Fund. Class D shares are subject to an ongoing account maintenance fee of 0.25% of average daily net assets but are not subject to the distribution fee that is borne by Class B shares. Automatic conversion of Class B shares into Class D shares will occur at least once each month (on the Conversion Date) on the basis of the relative net asset value of the shares of the two classes on the Conversion Date, without the imposition of any sales load, fee or other charge. Conversion of Class B shares to Class D shares will not be deemed a purchase or sale of shares for Federal income tax purposes.
In addition, shares purchased through reinvestment of dividends on Class B shares also will convert automatically to Class D shares. The Conversion Date for dividend reinvestment shares will be calculated taking into account the length of time the shares underlying such dividend reinvestment shares were outstanding. If at
27
the Conversion Date the conversion of Class B shares to Class D shares of the Fund in a single account will result in less than $50 worth of Class B shares being left in the account, all of the Class B shares of the Fund held in the account on the Conversion Date will be converted to Class D shares of the Fund.
In general, Class B shares of equity Select Pricing Funds will convert approximately eight years after initial purchase and Class B shares of taxable and tax-exempt fixed income Select Pricing Funds will convert approximately ten years after initial purchase. If, during the Conversion Period, a shareholder exchanges Class B shares with an eight-year Conversion Period for Class B shares with a ten-year Conversion Period, or vice versa, the Conversion Period applicable to the Class B shares acquired in the exchange will apply and the holding period for the shares exchanged will be tacked on to the holding period for the shares acquired. The Conversion Period also may be modified for investors that participate in certain fee-based programs. See Shareholder Services Fee-Based Programs.
Share certificates for Class B shares of the Fund to be converted must be delivered to the Transfer Agent at least one week prior to the Conversion Date applicable to those shares. In the event such certificates are not received by the Transfer Agent at least one week prior to the Conversion Date, the related Class B shares will convert to Class D shares on the next scheduled Conversion Date after such certificates are delivered.
Contingent Deferred Sales Charges Class C Shares
Class C shares that are redeemed within one year of purchase may be subject to a 1.0% CDSC charged as a percentage of the dollar amount subject thereto. In determining whether a Class C CDSC is applicable to a redemption, the calculation will be determined in the manner that results in the lowest possible rate being charged. The charge will be assessed on an amount equal to the lesser of the proceeds of redemption or the cost of the shares being redeemed. Accordingly, no Class C CDSC will be imposed on increases in net asset value above the initial purchase price. In addition, no Class C CDSC will be assessed on shares derived from reinvestment of dividends. It will be assumed that the redemption is first of shares held for over one year or shares acquired pursuant to reinvestment of dividends and then of shares held longest during the one-year period. The charge will not be applied to dollar amounts representing an increase in the net asset value since the time of purchase. A transfer of shares from a shareholders account to another account will be assumed to be made in the same order as a redemption. The Class C CDSC may be waived in connection with involuntary termination of an account in which Fund shares are held and withdrawals through the Merrill Lynch Systematic Withdrawal Plan. See Shareholder Services Systematic Withdrawal Plan.
Class B and Class C Sales Charge Information
Class B Shares* |
||||||
For the Fiscal Year Ended October 31, |
CDSCs Received by Distributor |
CDSCs Paid to Merrill Lynch |
||||
2002 |
$ |
170,945 |
$ |
170,945 |
||
2001 |
$ |
381,629 |
$ |
381,629 |
||
2000 |
$ |
792,773 |
$ |
792,773 |
|
* | Additional Class B CDSCs payable to the Distributor may have been waived or converted to a contingent obligation in connection with a shareholders participation in certain fee-based programs. |
Class C Shares |
||||||
For the Fiscal Year Ended October 31, |
CDSCs Received by Distributor |
CDSCs Paid to Merrill Lynch |
||||
2002 |
$ |
4,814 |
$ |
4,814 |
||
2001 |
$ |
8,172 |
$ |
8,172 |
||
2000 |
$ |
23,143 |
$ |
23,143 |
28
Merrill Lynch compensates its Financial Advisors for selling Class B and Class C shares at the time of purchase from its own funds. Proceeds from the CDSC and the distribution fee are paid to the Distributor and are used in whole or in part by the Distributor to defray the expenses of securities dealers or other financial intermediaries (including Merrill Lynch) related to providing distribution-related services to the Fund in connection with the sale of the Class B and Class C shares, such as the payment of compensation to financial advisors for selling Class B and Class C shares from a dealers own funds. The combination of the CDSC and the ongoing distribution fee facilitates the ability of the Fund to sell the Class B and Class C shares without a sales charge being deducted at the time of purchase. See Distribution Plans below. Imposition of the CDSC and the distribution fee on Class B and Class C shares is limited by the NASD asset-based sales charge rule. See Limitations on the Payment of Deferred Sales Charges below.
Class R Shares
Class R shares are available only to certain retirement plans. Class R shares are not subject to an initial sales charge or a contingent deferred sales charge but are subject to an ongoing distribution fee of 0.25% and an ongoing account maintenance fee of 0.25%. Distribution fees are used to support the Funds marketing and distribution efforts, such as compensating Merrill Lynch Financial Advisors and other financial intermediaries, advertising and promotion. Account maintenance fees are used to compensate securities dealers and other financial intermediaries for account maintenance activities. If Class R shares are held over time, these fees may exceed the maximum sales charge that an investor would have paid as a shareholder of one of the other share classes.
Closed-End Fund Reinvestment Options
Class A shares of the Fund (Eligible Class A Shares) are offered at net asset value to holders of the common stock of certain closed-end funds advised by the Manager or FAM who purchased such closed-end fund shares prior to October 21, 1994 (the date the Merrill Lynch Select Pricing SM System commenced operations) and wish to reinvest the net proceeds from a sale of such shares in Eligible Class A Shares, if the conditions set forth below are satisfied. Alternatively, holders of the common stock of closed-end funds who purchased such shares on or after October 21, 1994 and wish to reinvest the net proceeds from a sale of those shares may purchase Class A shares (if eligible to buy Class A shares) or Class D shares of the Fund (Eligible Class D Shares) at net asset value if the following conditions are met. First, the sale of closed-end fund shares must be made through Merrill Lynch, and the net proceeds therefrom must be immediately reinvested in Eligible Class A or Eligible Class D Shares. Second, the closed-end fund shares must either have been acquired in that funds initial public offering or represent dividends paid on shares of common stock acquired in such offering. Third, the closed-end fund shares must have been continuously maintained in a Merrill Lynch securities account. Fourth, there must be a minimum purchase of $250 to be eligible for the reinvestment option.
Subject to the conditions set forth below, shares of the Fund are offered at net asset value to holders of the common stock of certain MLIM/FAM-advised continuously offered closed-end funds who wish to reinvest the net proceeds from a sale of such shares. Upon exercise of this reinvestment option, shareholders of Merrill Lynch Senior Floating Rate Fund, Inc. will receive Class A shares of the Fund, and shareholders of Merrill Lynch Senior Floating Rate Fund II, Inc. will receive Class C shares of the Fund.
In order to exercise this reinvestment option, a shareholder of one of the above-referenced continuously offered closed-end funds (an eligible fund) must sell his or her shares of common stock of the eligible fund (the eligible shares) back to the eligible fund in connection with a tender offer conducted by the eligible fund and reinvest the proceeds immediately in the designated class of shares of the Fund. This option is available only with respect to eligible shares as to which no Early Withdrawal Charge or CDSC (each as defined in the eligible funds prospectus) is applicable. Purchase orders from eligible fund shareholders who wish to exercise this reinvestment option will be accepted only on the day that the related tender offer terminates and will be effected at the net asset value of the designated class of shares of the Fund on such day. The Class C CDSC may be
29
waived upon redemption of Class C shares purchased by an investor pursuant to this closed-end fund reinvestment option. Such waiver is subject to the requirement that the investor has held the tendered shares for a minimum of one year and to such other conditions as are set forth in the prospectus for the related closed-end fund.
Distribution Plans
Reference is made to Key Facts Fees and Expenses in the Prospectus for certain information with respect to the separate distribution plans for Class B, Class C, Class D and Class R shares pursuant to Rule 12b-1 under the Investment Company Act (each a Distribution Plan) with respect to the account maintenance and/or distribution fees paid by the Fund to the Distributor with respect to such classes.
The Distribution Plans for Class B, Class C, Class D and Class R shares each provides that the Fund pays the Distributor an account maintenance fee relating to the shares of the relevant class, accrued daily and paid monthly, at the annual rate of 0.25% of the average daily net assets of the Fund attributable to shares of the relevant class in order to compensate the Distributor, Merrill Lynch, a selected securities dealer or other financial intermediary (pursuant to a sub-agreement) in connection with account maintenance activities with respect to Class B, Class C, Class D and Class R shares. Each of those classes has exclusive voting rights with respect to the Distribution Plan adopted with respect to such class pursuant to which account maintenance and/or distribution fees are paid (except that Class B shareholders may vote upon any material changes to expenses charged under the Class D Distribution Plan).
The Distribution Plans for Class B, Class C and Class R shares each provide that the Fund also pays the Distributor a distribution fee relating to the shares of the relevant class, accrued daily and paid monthly, at the annual rate of 0.75% for Class B shares, 0.75% for Class C shares and 0.25% for Class R shares of the average daily net assets of the Fund attributable to the shares of the relevant class in order to compensate the Distributor, Merrill Lynch, a selected securities dealer or other financial intermediary (pursuant to a sub-agreement) for providing shareholder and distribution services and bearing certain distribution-related expenses of the Fund, including payments to financial advisers or other financial intermediaries for selling Class B, Class C and Class R shares of the Fund. The Distribution Plans relating to Class B, Class C and Class R shares are designed to permit an investor to purchase Class B, Class C or Class R shares through selected securities dealers or other financial intermediaries without the assessment of an initial sales charge and at the same time permit the dealer to compensate its financial advisers, selected securities dealer or other financial intermediary in connection with the sale of the Class B, Class C and Class R shares and to compensate securities dealers and other financial intermediaries for account maintenance activities.
The Funds Distribution Plans are subject to the provisions of Rule 12b-1 under the Investment Company Act. In their consideration of each Distribution Plan, the Trustees must consider all factors they deem relevant, including information as to the benefits of the Distribution Plan to the Fund and each related class of shareholders. Each Distribution Plan further provides that, so long as the Distribution Plan remains in effect, the selection and nomination of non-interested Trustees shall be committed to the discretion of the non-interested Trustees then in office. In approving each Distribution Plan in accordance with Rule 12b-1, the non-interested Trustees concluded that there is reasonable likelihood that each Distribution Plan will benefit the Fund and its related class of shareholders. Each Distribution Plan can be terminated at any time, without penalty, by the vote of a majority of the non-interested Trustees or by the vote of the holders of a majority of the outstanding related class of voting securities of the Fund. A Distribution Plan cannot be amended to increase materially the amount to be spent by the Fund without the approval of the related class of shareholders and all material amendments are required to be approved by the vote of Trustees, including a majority of the non-interested Trustees who have no direct or indirect financial interest in the Distribution Plan, cast in person at a meeting called for that purpose. Rule 12b-1 further requires that the Fund preserve copies of the Distribution Plan and any report made pursuant to such plan for a period of not less than six years from the date of the Distribution Plan or such report, the first two years in an easily accessible place.
30
Among other things, each Distribution Plan provides that the Distributor shall provide and the Trustees shall review quarterly reports of the disbursement of the account maintenance and/or distribution fees paid to the Distributor. Payments under the Distribution Plans are based on a percentage of average daily net assets attributable to the shares regardless of the amount of expenses incurred and, accordingly, distribution-related revenues from the Distribution Plans may be more or less than distribution-related expenses. Information with respect to the distribution-related revenues and expenses is presented to the Trustees for their consideration quarterly, and, in connection with their deliberations as to the continuance of the Class B, Class C and Class R Distribution Plans, annually. Distribution-related revenues consist of the account maintenance fees, distribution fees and the CDSCs. Distribution-related expenses consist of financial advisor compensation, branch office and regional operation center selling and transaction processing expenses, advertising, sales promotion and marketing expenses, corporate overhead and interest expense.
As of October 31, 2002, direct cash distribution revenues for the period since the commencement of operations of Class B shares exceeded direct cash distribution expenses by $79,579,807 (45.53% of Class B average daily net assets at that date). As of October 31, 2002, direct cash distribution revenues for the period since the commencement of operations of Class C shares exceeded direct cash distribution expenses by $1,731,194 (5.94% of Class C average daily net assets at that date).
For the fiscal year ended October 31, 2002, the Fund paid the Distributor $1,747,753 pursuant to the Class B Distribution Plan (based on average daily net assets subject to such Class B Distribution Plan of approximately $174.8 million), all of which was paid to Merrill Lynch for providing account maintenance and distribution-related activities and services in connection with Class B shares. For the fiscal year ended October 31, 2002, the Fund paid the Distributor $291,261 pursuant to the Class C Distribution Plan (based on average daily net assets subject to such Class C Distribution Plan of approximately $29.1 million), all of which was paid to Merrill Lynch for providing account maintenance and distribution-related activities and services in connection with Class C shares. For the fiscal year ended October 31, 2002, the Fund paid the Distributor $756,808 pursuant to the Class D Distribution Plan (based on average daily net assets subject to such Class D Distribution Plan of approximately $302.7 million), all of which was paid to Merrill Lynch for providing account maintenance activities in connection with Class D shares.
Since the inception date for Class R shares was January 1, 2003, no account maintenance fees or distribution fees were paid pursuant to the Class R Distribution Plan for the fiscal year ended October 31, 2002.
Limitations on the Payment of Deferred Sales Charges
The maximum sales charge rule in the Conduct Rules of the NASD imposes a limitation on certain asset-based sales charges such as the distribution fee borne by the Class B, Class C and Class R shares and the CDSC borne by the Class B and Class C shares but not the account maintenance fee. The maximum sales charge rule is applied separately to each class. As applicable to the Fund, the maximum sales charge rule limits the aggregate of distribution fee payments and CDSCs payable by the Fund to (1) 6.25% of eligible gross sales of Class B shares, Class C shares and Class R shares, computed separately (defined to exclude shares issued pursuant to dividend reinvestments and exchanges), plus (2) interest on the unpaid balance for the respective class, computed separately, at the prime rate plus 1% (the unpaid balance being the maximum amount payable minus amounts received from the payment of the distribution fee and the CDSC). In connection with the Class B shares, the Distributor has voluntarily agreed to waive interest charges on the unpaid balance in excess of 0.50% of eligible gross sales. Consequently, the maximum amount payable to the Distributor (referred to as the voluntary maximum) in connection with the Class B shares is 6.75% of eligible gross sales. The Distributor retains the right to stop waiving the interest charges at any time. To the extent payments would exceed the voluntary maximum, the Fund will not make further payments of the distribution fee with respect to Class B shares and any CDSCs will be paid to the Fund rather than to the Distributor; however, the Fund will continue to make payments of the account maintenance fee. In certain circumstances the amount payable pursuant to the voluntary maximum may exceed the amount payable under the NASD formula. In such circumstances payment in excess of the amount payable under the NASD formula will not be made.
31
The following table sets forth comparative information as of October 31, 2002 with respect to the Class B and Class C shares of the Fund indicating the maximum allowable payments that can be made under the NASD maximum sales charge rule and, with respect to the Class B shares, the Distributors voluntary maximum. Since the inception date for Class R shares was January 1, 2003, information for Class R shares is not included.
Data Calculated as of October 31, 2002 |
|||||||||||||||||||||
Eligible
|
Allowable
|
Allowable
|
Maximum
|
Amounts
|
Aggregate
|
Annual
|
|||||||||||||||
(in thousands) |
|||||||||||||||||||||
Class B Shares for the period January 30, 1987 (commencement of operations) to October 31, 2002 |
|||||||||||||||||||||
Under NASD Rule as Adopted |
$ |
2,125,881 |
$ |
129,853 |
$ |
118,726 |
$ |
248,579 |
$ |
94,218 |
$ |
154,361 |
$ |
790 |
|||||||
Under Distributors Voluntary Waiver |
$ |
2,125,881 |
$ |
129,853 |
$ |
13,644 |
$ |
143,497 |
$ |
94,218 |
$ |
49,279 |
$ |
790 |
|||||||
Class C Shares for the period October 21, 1994 (commencement of operations) to October 31, 2002 |
|||||||||||||||||||||
Under NASD Rule as Adopted |
$ |
85,262 |
$ |
7,092 |
$ |
2,011 |
$ |
9,103 |
$ |
1,969 |
$ |
7,134 |
$ |
175 |
(1) | Purchase price of all eligible Class B or Class C shares sold during the periods indicated other than shares acquired through dividend reinvestment and the exchange privilege. |
(2) | Includes amounts attributable to exchanges from Summit that are not reflected in Eligible Gross Sales. Shares of Summit can only be purchased by exchange from another fund (the redeemed fund). Upon such an exchange, the maximum allowable sales charge payment to the redeemed fund is reduced in accordance with the amount of the redemption. This amount is then added to the maximum allowable sales charge payment with respect to Summit. Upon an exchange out of Summit, the remaining balance of this amount is deducted from the maximum allowable sales charge payment to Summit and added to the maximum allowable sales charge payment to the fund into which the exchange is made. |
(3) | Interest is computed on a monthly basis based upon the prime rate, as reported in The Wall Street Journal , plus 1.0%, as permitted under the NASD Rule. |
(4) | Consists of CDSC payments, distribution fee payments and accruals. Of the distribution fee payments made with respect to Class B shares prior to July 7, 1993 under the distribution plan in effect at that time, at a 1.0% rate, 0.75% of average daily net assets has been treated as a distribution fee and 0.25% of average daily net assets has been deemed to have been a service fee and not subject to the NASD maximum sales charge rule. See Key Facts Fees and Expenses in the Prospectus. This figure may include CDSCs that were deferred when a shareholder redeemed shares prior to the expiration of the applicable CDSC period and invested the proceeds, without the imposition of a sales charge, in Class A shares in conjunction with the shareholders participation in the MFA Program. The CDSC is booked as a contingent obligation that may be payable if the shareholder terminates participation in the MFA Program. |
(5) | Provided to illustrate the extent to which the current level of distribution fee payments (not including any CDSC payments) is amortizing the unpaid balance. No assurance can be given that payments of the distribution fee will reach either the voluntary maximum (with respect to Class B shares) or the NASD maximum (with respect to Class B and Class C shares). |
REDEMPTION OF SHARES
Reference is made to Your Account How to Buy, Sell, Transfer and Exchange Shares in the Prospectus.
The Fund is required to redeem for cash all shares of the Fund upon receipt of a written request in proper form. The redemption price is the net asset value per share next determined after the initial receipt of proper notice of redemption. Except for any CDSC that may be applicable, there will be no charge for redemption if the redemption request is sent directly to the Transfer Agent. Shareholders liquidating their holdings will receive upon redemption all dividends reinvested through the date of redemption.
32
The right to redeem shares or to receive payment with respect to any such redemption may be suspended for more than seven days only for any period during which trading on the NYSE is restricted as determined by the Commission or the NYSE is closed (other than customary weekend and holiday closings), for any period during which an emergency exists as defined by the Commission as a result of which disposal of portfolio securities or determination of the net asset value of the Fund is not reasonably practicable, and for such other periods as the Commission may by order permit for the protection of shareholders of the Fund.
The value of shares at the time of redemption may be more or less than the shareholders cost, depending in part on the market value of the securities held by the Fund at such time.
The Fund has entered into a joint committed line of credit with other investment companies advised by the Manager and its affiliates and a syndicate of banks that is intended to provide the Fund with a temporary source of cash to be used to meet redemption requests from Fund shareholders in extraordinary or emergency circumstances.
Redemption
A shareholder wishing to redeem shares held with the Transfer Agent may do so without charge by tendering the shares directly to the Transfer Agent at Financial Data Services, Inc., P.O. Box 45289, Jacksonville, Florida 32232-5289. Redemption requests delivered other than by mail should be delivered to Financial Data Services, Inc., 4800 Deer Lake Drive East, Jacksonville, Florida 32246-6484. Proper notice of redemption in the case of shares deposited with the Transfer Agent may be accomplished by a written letter requesting redemption. Proper notice of redemption in the case of shares for which certificates have been issued may be accomplished by a written letter as noted above accompanied by certificates for the shares to be redeemed. Redemption requests should not be sent to the Fund. The redemption request in either event requires the signature(s) of all persons in whose name(s) the shares are registered, signed exactly as such name(s) appear(s) on the Transfer Agents register. The signatures on the redemption request may require a guarantee by an eligible guarantor institution as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934 (the Exchange Act), the existence and validity of which may be verified by the Transfer Agent through the use of industry publications. In the event a signature guarantee is required, notarized signatures are not sufficient. In general, signature guarantees are waived on redemptions of less than $50,000 as long as the following requirements are met: (i) all requests require the signature(s) of all persons in whose name(s) shares are recorded on the Transfer Agents register; (ii) all checks must be mailed to the stencil address of record on the Transfer Agents register and (iii) the stencil address must not have changed within 30 days. Certain rules may apply regarding certain account types such as but not limited to UGMA/UTMA accounts, Joint Tenancies With Rights of Survivorship, contra broker transactions, and institutional accounts. In certain instances, the Transfer Agent may require additional documents such as, but not limited to, trust instruments, death certificates, appointments as executor or administrator, or certificates of corporate authority.
A shareholder may also redeem shares held with the Transfer Agent by telephone request. To request a redemption from your account, call the Transfer Agent at 1-800-MER-FUND. The request must be made by the shareholder of record and be for an amount less than $50,000. Before telephone requests will be honored, signature approval from all shareholders of record on the account must be obtained. The shares being redeemed must have been held for at least 15 days. Telephone redemption requests will not be honored in the following situations: the accountholder is deceased, the proceeds are to be sent to someone other than the shareholder of record, funds are to be wired to the clients bank account, a systematic withdrawal plan is in effect, the request is by an individual other than the accountholder of record, the account is held by joint tenants who are divorced, the address on the account has changed within the last 30 days or share certificates have been issued on the account.
Since this account feature involves a risk of loss from unauthorized or fraudulent transactions, the Transfer Agent will take certain precautions to protect your account from fraud. Telephone redemption may be refused if the caller is unable to provide: the account number, the name and address registered on the account and the social security number registered on the account. The Fund or the Transfer Agent may temporarily suspend telephone transactions at any time.
33
For shareholders redeeming directly with the Transfer Agent, payments will generally be mailed within seven days of receipt of a proper notice of redemption. At various times the Fund may be requested to redeem shares for which it has not yet received good payment ( e.g. , cash, Federal funds or certified check drawn on a U.S. bank). The Fund may delay or cause to be delayed the mailing of the redemption check until such time as it has assured itself that good payment ( e.g. , cash, Federal funds or certified check drawn on a U.S. bank) has been collected for the purchase of such Fund shares, which will not usually exceed 10 days. In the event that a shareholder account held directly with the Transfer Agent contains a fractional share balance, such fractional share balance will be automatically redeemed by the Fund.
Repurchase
The Fund also will repurchase Fund shares through a selected securities dealer or other financial intermediary. The Fund normally will accept orders to repurchase Fund shares by wire or telephone from dealers for their customers at the net asset value next computed after the order is placed. Shares will be priced at the net asset value calculated on the day the request is received, provided that the request for repurchase is submitted to the selected securities dealer or other financial intermediary prior to the close of business on the NYSE (generally, the NYSE closes at 4:00 p.m. Eastern time), and such request is received by the Fund from such selected security dealer or other financial intermediary not later than 30 minutes after the close of business on the NYSE on the same day. Dealers have the responsibility of submitting such repurchase requests to the Fund not later than 30 minutes after the close of business on the NYSE, in order to obtain that days closing price.
The foregoing repurchase arrangements are for the convenience of shareholders and do not involve a charge by the Fund (other than any applicable CDSC). Securities firms that do not have selected dealer agreements with the Distributor, however, may impose a transaction charge on the shareholder for transmitting the notice of repurchase to the Fund. Merrill Lynch, selected securities dealers or other financial intermediaries may charge customers a processing fee (Merrill Lynch currently charges $5.35) to confirm a repurchase of shares to such customers. Repurchases made directly through the Transfer Agent on accounts held at the Transfer Agent are not subject to the processing fee. The Fund reserves the right to reject any order for repurchase, which right of rejection might adversely affect shareholders seeking redemption through the repurchase procedure. However, a shareholder whose order for repurchase is rejected by the Fund may redeem Fund shares as set forth above.
Reinstatement Privilege Class A and Class D Shares
Shareholders who have redeemed their Class A or Class D shares of the Fund have a privilege to reinstate their accounts by purchasing Class A or Class D shares, as the case may be, of the Fund at net asset value without a sales charge up to the dollar amount redeemed. The reinstatement privilege may be exercised by sending a notice of exercise along with a check for the amount to be reinstated to the Transfer Agent within 30 days after the date the request for redemption was accepted by the Transfer Agent or the Distributor. Alternatively, the reinstatement privilege may be exercised through the investors Merrill Lynch Financial Advisor within 30 days after the date the request for redemption was accepted by the Transfer Agent or the Distributor. The reinstatement will be made at the net asset value per share next determined after the notice of reinstatement is received and cannot exceed the amount of the redemption proceeds.
PRICING OF SHARES
Determination of Net Asset Value
Reference is made to Your Account How Shares are Priced in the Prospectus.
The net asset value of the shares of all classes of the Fund is determined once daily Monday through Friday as of the close of business on the NYSE on each day the NYSE is open for trading based on prices at the time of closing. The NYSE generally closes at 4:00 p.m. Eastern time. Any assets or liabilities initially expressed in
34
terms of non-U.S. dollar currencies are translated into U.S. dollars at the prevailing market rates as quoted by one or more banks or dealers on the day of valuation. The NYSE is not open for trading on New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Net asset value is computed by dividing the value of the securities held by the Fund plus any cash or other assets (including interest and dividends accrued but not yet received) minus all liabilities (including accrued expenses) by the total number of shares outstanding at such time, rounded to the nearest cent. Expenses, including the fees payable to the Manager and Distributor, are accrued daily.
The per share net asset value of Class B, Class C, Class D and Class R shares generally will be lower than the per share net asset value of Class A shares, reflecting the daily expense accruals of the account maintenance, distribution and higher transfer agency fees applicable to Class B and Class C shares, the daily expense accruals of the account maintenance fees applicable to the Class D shares and the daily expense accruals of the account maintenance and distribution fees applicable to Class R shares. The per share net asset value of the Class B, Class C and Class R shares generally will be lower than the per share net asset value of Class D shares reflecting the daily expense accruals of the distribution fees and higher transfer agency fees applicable to Class B and Class C shares and the daily expense accruals of the distribution fees applicable to Class R shares of the Fund. Moreover, the per share net asset value of the Class B and Class C shares generally will be lower than the per share net asset value of Class R shares due to the daily expense accruals of the distribution and higher transfer agency fees applicable to Class B and Class C shares. It is expected, however, that the per share net asset value of the five classes will tend to converge (although not necessarily meet) immediately after the payment of dividends, which will differ by approximately the amount of the expense accrual differentials between the classes.
Portfolio securities of the Fund that are traded on stock exchanges are valued at the last sale price on the exchange on which such securities are traded as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price for long positions, and at the last available ask price for short positions. In cases where securities are traded on more than one exchange, the securities are valued on the exchange designated by or under the authority of the Trustees as the primary market. Long positions in securities traded in the OTC market are valued at the last available bid price or yield equivalent obtained from one or more dealers or pricing services approved by the Board of Trustees of the Fund. Short positions in securities traded in the OTC market are valued at the last available ask price. Portfolio securities that are traded both in the OTC market and on a stock exchange are valued according to the broadest and most representative market. When the Fund writes an option, the amount of the premium received is recorded on the books of the Fund as an asset and an equivalent liability. The amount of the liability is subsequently valued to reflect the current market value of the option written, based upon the last sale price in the case of exchange-traded options or, in the case of options traded in the OTC market, the last asked price. Options purchased by the Fund are valued at their last sale price in the case of exchange-traded options or, in the case of options traded in the OTC market, the last bid price. Other investments, including financial futures contracts and related options, are generally valued at market value. Obligations with remaining maturities of 60 days or less are valued at amortized cost unless the Manager believes that this method no longer produces fair valuations. Repurchase agreements will be valued at cost plus accrued interest. Securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Trustees of the Fund. Such valuations and procedures will be reviewed periodically by the Board of Trustees of the Fund.
Generally, trading in non-U.S. securities, as well as U.S. Government securities and money market instruments, is substantially completed each day at various times prior to the close of business on the NYSE. The values of such securities used in computing the net asset value of the Funds shares are determined as of such times. Foreign currency exchange rates are also generally determined prior to the close of business on the NYSE. Occasionally, events affecting the values of such securities and such exchange rates may occur between the times at which they are determined and the close of business on the NYSE that may not be reflected in the computation of the Funds net asset value. If events that are expected to materially affect the value of such securities occur
35
during such periods, then these securities may be valued at their fair value as determined in good faith by the Board of Trustees of the Fund or by the Manager using a pricing service and/or procedures approved by the Board of Trustees.
Computation of Offering Price Per Share
An illustration of the computation of the offering price for Class A, Class B, Class C and Class D shares of the Fund based on the value of the Funds net assets and number of shares outstanding on October 31, 2002 is set forth below. Since the inception date for Class R shares was January 1, 2003, information for Class R shares is not included.
Class A |
Class B |
Class C |
Class D |
|||||||||
Net Assets |
$ |
189,898,619 |
$ |
108,336,788 |
$ |
24,153,086 |
$ |
265,602,222 |
||||
|
|
|
|
|
|
|
|
|||||
Number of Shares Outstanding |
|
17,580,651 |
|
11,717,590 |
|
2,683,933 |
|
24,883,827 |
||||
|
|
|
|
|
|
|
|
|||||
Net Asset Value Per Share (net assets divided by number of shares outstanding) |
$ |
10.80 |
$ |
9.25 |
$ |
9.00 |
$ |
10.67 |
||||
Sales Charge (for Class A and Class D shares: 5.25% of offering price; 5.54% of net asset value per share)* |
|
.60 |
|
** |
|
** |
|
.59 |
||||
|
|
|
|
|
|
|
|
|||||
Offering Price |
$ |
11.40 |
$ |
9.25 |
$ |
9.00 |
$ |
11.26 |
||||
|
|
|
|
|
|
|
|
* | Rounded to the nearest one-hundredth percent; assumes maximum sales charge is applicable. |
** | Class B and Class C shares are not subject to an initial sales charge but may be subject to a CDSC on redemption of shares. See Purchase of Shares Deferred Sales Charge Alternatives Class B and Class C Shares herein. |
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to policies established by the Board of Trustees of the Fund, the Manager is primarily responsible for the execution of the Funds portfolio transactions and the allocation of brokerage. The Manager does not execute transactions through any particular broker or dealer, but seeks to obtain the best net results for the Fund, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, operational facilities of the firm and the firms risk and skill in positioning blocks of securities. While the Manager generally seeks reasonably competitive trade execution costs, the Fund does not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements, the Manager may select a broker based partly upon brokerage or research services provided to the Manager and its clients, including the Fund. In return for such services, the Manager may pay a higher commission than other brokers would charge if the Manager determines in good faith that the commission is reasonable in relation to the services provided.
Section 28(e) of the Exchange Act (Section 28(e)) permits an investment adviser, such as the Manager, under certain circumstances, to cause an account to pay a broker or dealer a commission for effecting a transaction that exceeds the amount of commission another broker or dealer would have charged for effecting the same transaction in recognition of the value of brokerage and research services provided by that broker. This includes commissions paid on riskless principal transactions under certain conditions. Brokerage and research services include (1) furnishing advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; (2) furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; and (3) effecting securities transactions and performing functions incidental to securities transactions (such as clearance, settlement, and custody). The Manager believes that access to independent investment research is beneficial to its investment decision-making processes and, therefore, to the Fund.
36
To the extent research services may be a factor in selecting brokers, such services may be in written form or through direct contact with individuals and may include information as to particular companies and securities as well as market, economic, or institutional areas and information which assists in the valuation of investments. Examples of research-oriented services for which the Manager might use Fund commissions include research reports and other information on the economy, industries, groups of securities, individual companies, statistical information, political developments, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance and other analysis. Except as noted immediately below, research services furnished by brokers may be used in servicing some or all client accounts and not all services may be used in connection with the account that paid commissions to the broker providing such services. In some cases, research information received from brokers by mutual fund management personnel or personnel principally responsible for the Managers individually managed portfolios is not necessarily shared by and between such personnel. Any investment advisory or other fees paid by the Fund to the Manager are not reduced as a result of the Managers receipt of research services.
In some cases the Manager may receive a service from a broker that has both a research and a non-research use. When this occurs, the Manager makes a good faith allocation, under all the circumstances, between the research and non-research uses of the service. The percentage of the service that is used for research purposes may be paid for with client commissions, while the Manager will use its own funds to pay for the percentage of the service that is used for non-research purposes. In making this good faith allocation, the Manager faces a potential conflict of interest, but the Manager believes that its allocation procedures are reasonably designed to ensure that it appropriately allocates the anticipated use of such services to their research and non-research uses.
From time to time, the Fund may purchase new issues of securities in a fixed price offering. In these situations, the seller may be a member of the selling group that will, in addition to selling securities, provide the Manager with research services. The NASD has adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the seller will provide research credits in these situations at a rate that is higher than that which is available for typical secondary market transactions. These arrangements may not fall within the safe harbor of Section 28(e).
In addition, consistent with the Conduct Rules of the NASD and policies established by the Board of Trustees of the Fund and subject to best execution, the Manager may consider sales of shares of the Fund as a factor in the selection of brokers or dealers to execute portfolio transactions for the Fund; however, whether or not a particular broker or dealer sells shares of the Fund neither qualifies nor disqualifies such broker or dealer to execute transactions for the Fund.
The Fund anticipates that its brokerage transactions involving securities of issuers domiciled in countries other than the United States generally will be conducted primarily on the principal stock exchanges of such countries. Brokerage commissions and other transaction costs on foreign stock exchange transactions generally are higher than in the United States, although the Fund will endeavor to achieve the best net results in effecting its portfolio transactions. There generally is less government supervision and regulation of foreign stock exchanges and brokers than in the United States.
Foreign equity securities may be held by the Fund in the form of ADRs, EDRs, GDRs or other securities convertible into foreign equity securities. ADRs, EDRs and GDRs may be listed on stock exchanges, or traded in OTC markets in the United States or Europe, as the case may be. ADRs, like other securities traded in the United States, will be subject to negotiated commission rates.
The Funds ability and decisions to purchase or sell portfolio securities of foreign issuers may be affected by laws or regulations relating to the convertibility and repatriation of assets. Because the shares of the Fund are redeemable on a daily basis in U.S. dollars, the Fund intends to manage its portfolio so as to give reasonable assurance that it will be able to obtain U.S. dollars to the extent necessary to meet anticipated redemptions.
37
Under present conditions, it is not believed that these considerations will have any significant effect on its portfolio strategy.
Information about the brokerage commissions paid by the Fund, including commissions paid to Merrill Lynch, is set forth in the following table:
Fiscal Year Ended October 31, |
Aggregate Brokerage Commissions Paid |
Commissions Paid to Merrill Lynch |
||||
2002 |
$ |
1,201,407 |
$ |
11,670 |
||
2001 |
$ |
1,675,746 |
$ |
16,803 |
||
2000 |
$ |
4,455,814 |
$ |
81,067 |
For the fiscal year ended October 31, 2002, the brokerage commissions paid to Merrill Lynch represented 0.97% of the aggregate brokerage commissions paid and involved 0.79% of the Funds dollar amount of transactions involving payment of commissions during the year.
Under the Investment Company Act, persons affiliated with the Fund and persons who are affiliated with such persons are prohibited from dealing with the Fund as principal in the purchase and sale of securities unless a permissive order allowing such transactions is obtained from the Commission. Since transactions in the OTC market usually involve transactions with dealers acting as principal for their own accounts, affiliated persons of the Fund, including Merrill Lynch and any of its affiliates, will not serve as the Funds dealer in such transactions. However, affiliated persons of the Fund may serve as its broker in listed or OTC transactions conducted on an agency basis provided that, among other things, the fee or commission received by such affiliated broker is reasonable and fair compared to the fee or commission received by non-affiliated brokers in connection with comparable transactions. In addition, the Fund may not purchase securities during the existence of any underwriting syndicate for such securities of which Merrill Lynch is a member or in a private placement in which Merrill Lynch serves as placement agent except pursuant to procedures adopted by the Board of Trustees of the Fund that either comply with rules adopted by the Commission or with interpretations of the Commission staff.
Because of the affiliation of Merrill Lynch with the Manager, the Fund is prohibited from engaging in certain transactions involving Merrill Lynch or its affiliates except for brokerage transactions permitted under the Investment Company Act involving only usual and customary commissions or transactions pursuant to an exemptive order under the Investment Company Act. Without such an exemptive order, the Fund would be prohibited from engaging in portfolio transactions with Merrill Lynch or any of its affiliates acting as principal.
The Fund has received an exemptive order from the Commission permitting it to lend portfolio securities to Merrill Lynch or its affiliates. Pursuant to that order, the Fund also has retained an affiliated entity of the Manager as the securities lending agent (the lending agent) for a fee, including a fee based on a share of the returns on investment of cash collateral. For the fiscal years ended October 31, 2002 and October 31, 2001, the lending agent received $289,186 and $0 respectively, in securities lending agent fees from the Fund. In connection with securities lending activities, the lending agent may, on behalf of the Fund, invest cash collateral received by the Fund for such loans, among other things, in a private investment company managed by the lending agent or in registered money market funds advised by the Manager or its affiliates. Pursuant to the same order, the Fund may invest its uninvested cash in registered money market funds advised by the Manager or its affiliates, or in a private investment company managed by the lending agent. If the Fund acquires shares in either the private investment company or an affiliated money market fund, shareholders would bear both their proportionate share of the Funds expenses and, indirectly, the expenses of such other entities. However, in accordance with the exemptive order, the investment adviser to the private investment company will not charge any advisory fees with respect to shares purchased by the Fund. Such shares also will not be subject to a sales load, redemption fee, distribution fee or service fee, or, in the case of shares of an affiliated money market fund, the payment of any such sales load, redemption fee, distribution fee or service fee will be offset by the Managers waiver of a portion of its management fee.
38
Section 11(a) of the Exchange Act generally prohibits members of the U.S. national securities exchanges from executing exchange transactions for their affiliates and institutional accounts that they manage unless the member (i) has obtained prior express authorization from the account to effect such transactions, (ii) at least annually furnishes the account with the aggregate compensation received by the member in effecting such transactions, and (iii) complies with any rules the Commission has prescribed with respect to the requirements of clauses (i) and (ii). To the extent Section 11(a) would apply to Merrill Lynch acting as a broker for the Fund in any of its portfolio transactions executed on any such securities exchange of which it is a member, appropriate consents have been obtained from the Fund and annual statements as to aggregate compensation will be provided to the Fund.
The Board of Trustees of the Fund has considered the possibility of seeking to recapture for the benefit of the Fund brokerage commissions and other expenses of possible portfolio transactions by conducting portfolio transactions through affiliated entities. For example, brokerage commissions received by affiliated brokers could be offset against the advisory fee paid by the Fund to the Manager. After considering all factors deemed relevant, the Board of Trustees made a determination not to seek such recapture. The Board will reconsider this matter from time to time.
Because of different objectives or other factors, a particular security may be bought for one or more clients of the Manager or an affiliate when one or more clients of the Manager or an affiliate are selling the same security. If purchases or sales of securities arise for consideration at or about the same time that would involve the Fund or other clients or funds for which the Manager or an affiliate act as manager, transactions in such securities will be made, insofar as feasible, for the respective funds and clients in a manner deemed equitable to all. To the extent that transactions on behalf of more than one client of the Manager or an affiliate during the same period may increase the demand for securities being purchased or the supply of securities being sold, there may be an adverse effect on price.
SHAREHOLDER SERVICES
The Fund offers a number of shareholder services and investment plans described below that are designed to facilitate investment in shares of the Fund. Full details as to each of such services, copies of the various plans and instructions as to how to participate in the various services or plans, or how to change options with respect thereto, can be obtained from the Fund, by calling the telephone number on the cover page hereof, or from the Distributor, your Merrill Lynch Financial Advisor, selected securities dealer or other financial intermediary. Certain of these services are available only to U.S. investors and certain of these services are not available to investors who place purchase orders for the Funds shares through the Merrill Lynch Blueprint SM Program.
Investment Account
Each shareholder whose account is maintained at the Transfer Agent has an Investment Account and will receive statements, at least quarterly, from the Transfer Agent. These statements will serve as transaction confirmations for automatic investment purchases and the reinvestment of dividends. The statements will also show any other activity in the account since the preceding statement. Shareholders will also receive separate confirmations for each purchase or sale transaction other than automatic investment purchases and the reinvestment of dividends. A shareholder with an account held at the Transfer Agent may make additions to his or her Investment Account at any time by mailing a check directly to the Transfer Agent. A shareholder may also maintain an account through Merrill Lynch, a selected securities dealer or other financial intermediary. Upon the transfer of shares out of a Merrill Lynch brokerage account or an account maintained with a selected securities dealer or other financial intermediary, an Investment Account in the transferring shareholders name may be opened automatically at the Transfer Agent.
Share certificates are issued only for full shares and only upon the specific request of a shareholder who has an Investment Account. Issuance of certificates representing all or only part of the full shares in an Investment Account may be requested by a shareholder directly from the Transfer Agent.
39
Shareholders may transfer their Fund shares from Merrill Lynch, a securities dealer or other financial intermediary to another securities dealer or other financial intermediary that has entered into an agreement with the Distributor. Certain shareholder services may not be available for the transferred shares. After the transfer, the shareholder may purchase additional shares of funds owned before the transfer and all future trading of these assets must be coordinated by the new firm. If a shareholder wishes to transfer his or her shares to a securities dealer or other financial intermediary that has not entered into an agreement with the Distributor, the shareholder must either (i) redeem his or her shares, paying any applicable CDSC or (ii) continue to maintain an Investment Account at the Transfer Agent for those shares. The shareholder may also request the new securities dealer or other financial intermediary to maintain the shares in an account at the Transfer Agent registered in the name of the securities dealer or other financial intermediary for the benefit of the shareholder whether the securities dealer has entered into a selected dealer agreement or not.
Shareholders considering transferring a tax-deferred retirement account, such as an individual retirement account, from Merrill Lynch to another securities dealer or other financial intermediary should be aware that, if the firm to which the retirement account is to be transferred will not take delivery of shares of the Fund, a shareholder must either redeem the shares, paying any applicable CDSC, so that the cash proceeds can be transferred to the account at the new firm, or such shareholder must continue to maintain a retirement account at Merrill Lynch for those shares.
Exchange Privilege
U.S. shareholders of Class A, Class B, Class C and Class D shares of the Fund have an exchange privilege with other Select Pricing Funds and Summit, which is a Merrill Lynch-sponsored money market fund specifically designated for exchange by holders of Class A, Class B, Class C and Class D shares of Select Pricing Funds. Shares with a net asset value of at least $100 are required to qualify for the exchange privilege and any shares utilized in an exchange must have been held by the shareholder for at least 15 days. Before effecting an exchange, shareholders should obtain a currently effective prospectus of the fund into which the exchange is to be made. Exercise of the exchange privilege is treated as a sale of the exchanged shares and a purchase of the acquired shares for Federal income tax purposes.
Exchanges of Class A and Class D Shares. Class A shareholders may exchange Class A shares of the Fund for Class A shares of a second Select Pricing Fund if the shareholder holds any Class A shares of the second fund in his or her account in which the exchange is made at the time of the exchange or is otherwise eligible to purchase Class A shares of the second fund. If the Class A shareholder wants to exchange Class A shares for shares of a second Select Pricing Fund, but does not hold Class A shares of the second fund in his or her account at the time of the exchange and is not otherwise eligible to acquire Class A shares of the second fund, the shareholder will receive Class D shares of the second fund as a result of the exchange. Class D shares also may be exchanged for Class A shares of a second Select Pricing Fund at any time as long as, at the time of the exchange, the shareholder holds Class A shares of the second fund in the account in which the exchange is made or is otherwise eligible to purchase Class A shares of the second fund. Class D shares are exchangeable with shares of the same class of other Select Pricing Funds.
Exchanges of Class A or Class D shares outstanding (outstanding Class A or Class D shares) for Class A or Class D shares of other Select Pricing Funds or for Class A shares of Summit (new Class A or Class D shares) are transacted on the basis of relative net asset value per Class A or Class D share, respectively, plus an amount equal to the difference, if any, between the sales charge previously paid on the outstanding Class A or Class D shares and the sales charge payable at the time of the exchange on the new Class A or Class D shares. With respect to outstanding Class A or Class D shares as to which previous exchanges have taken place, the sales charge previously paid shall include the aggregate of the sales charges paid with respect to such Class A or Class D shares in the initial purchase and any subsequent exchange. Class A or Class D shares issued pursuant to dividend reinvestment are sold on a no-load basis in each of the funds offering Class A or Class D shares. For purposes of the exchange privilege, Class A or Class D shares acquired through dividend reinvestment shall be
40
deemed to have been sold with a sales charge equal to the sales charge previously paid on the Class A or Class D shares on which the dividend was paid. Based on this formula, Class A and Class D shares generally may be exchanged into the Class A or Class D shares, respectively, of the other funds with a reduced sales charge or without a sales charge.
Exchanges of Class B and Class C Shares. Certain Select Pricing Funds with Class B or Class C shares outstanding (outstanding Class B or Class C shares) offer to exchange their Class B or Class C shares for Class B or Class C shares, respectively, of certain other Select Pricing Funds or for Class B shares of Summit (new Class B or Class C shares) on the basis of relative net asset value per Class B or Class C share, without the payment of any CDSC that might otherwise be due on redemption of the outstanding shares. Class B shareholders of the Fund exercising the exchange privilege will continue to be subject to the Funds CDSC schedule if such schedule is higher than the CDSC schedule relating to the new Class B shares acquired through use of the exchange privilege. In addition, Class B shares of the Fund acquired through use of the exchange privilege will be subject to the Funds CDSC schedule if such schedule is higher than the CDSC schedule relating to the Class B or Class C shares of the fund from which the exchange has been made. For purposes of computing the CDSC that may be payable on a disposition of the new Class B or Class C shares, the holding period for the exchanged Class B or Class C shares is tacked to the holding period of the new Class B shares. For example, an investor may exchange Class B shares of the Fund for those of Merrill Lynch Small Cap Value Fund, Inc. (Small Cap Value Fund) after having held the Funds Class B shares for two and a half years. The 3.0% CDSC that generally would apply to a redemption would not apply to the exchange. Four years later the investor may decide to redeem the Class B shares of Small Cap Value Fund and receive cash. There will be no CDSC due on this redemption, since by tacking the two and a half year holding period of the Funds Class B shares to the four-year holding period for the Small Cap Value Fund Class B shares, the investor will be deemed to have held the Small Cap Value Fund Class B shares for more than six years. Class B shares of the Fund and certain other Select Pricing Funds purchased prior to June 1, 2001 are subject to the four-year CDSC schedule in effect at that time. This four-year CDSC schedule will also apply to Class B shares received in exchange for such shares.
Exchanges for Shares of a Money Market Fund. Class A and Class D shares are exchangeable for Class A shares of Summit and Class B and Class C shares are exchangeable for Class B shares of Summit. Class A shares of Summit have an exchange privilege back into Class A or Class D shares of Select Pricing Funds; Class B shares of Summit have an exchange privilege back into Class B or Class C shares of Select Pricing Funds and, in the event of such an exchange, the period of time that Class B shares of Summit are held will count toward satisfaction of the holding period requirement for purposes of reducing any CDSC and toward satisfaction of any Conversion Period with respect to Class B shares. Class B shares of Summit will be subject to a distribution fee at an annual rate of 0.75% of average daily net assets of such Class B shares. This exchange privilege does not apply with respect to certain Merrill Lynch fee-based programs for which alternative exchange arrangements may exist. Please see your Merrill Lynch Financial Advisor for further information.
Prior to October 12, 1998, exchanges from the Fund and other Select Pricing Funds into a money market fund were directed to certain Merrill Lynch-sponsored money market funds other than Summit. Shareholders who have exchanged Select Pricing Fund shares for shares of such other money market funds and subsequently wish to exchange those money market fund shares for shares of the Fund will be subject to the CDSC schedule applicable to such Fund shares, if any. The holding period for the money market fund shares will not count toward satisfaction of the holding period requirement for reduction of the CDSC imposed on such shares, if any, and, with respect to Class B shares, toward satisfaction of the Conversion Period. However, the holding period for Class B or Class C shares of the Fund received in exchange for such money market fund shares will be aggregated with the holding period for the fund shares originally exchanged for such money market fund shares for purposes of reducing the CDSC or satisfying the Conversion Period.
Exchanges by Participants in the MFA Program. The exchange privilege is modified with respect to certain retirement plans which participate in the MFA Program. Such retirement plans may exchange Class B,
41
Class C or Class D shares that have been held for at least one year for Class A shares of the same fund on the basis of relative net asset values in connection with the commencement of participation in the MFA Program, i.e. , no CDSC will apply. The one-year holding period does not apply to shares acquired through reinvestment of dividends. Upon termination of participation in the MFA Program, Class A shares will be re-exchanged for the class of shares originally held. For purposes of computing any CDSC that may be payable upon redemption of Class B or Class C shares so reacquired, or the Conversion Period for Class B shares so reacquired, the holding period for the Class A shares will be tacked to the holding period for the Class B or Class C shares originally held. The Funds exchange privilege is also modified with respect to purchases of Class A and Class D shares by non-retirement plan investors under the MFA Program. First, the initial allocation of assets is made under the MFA Program. Then, any subsequent exchange under the MFA Program of Class A or Class D shares of a Select Pricing Fund for Class A or Class D shares of the Fund will be made solely on the basis of the relative net asset values of the shares being exchanged. Therefore, there will not be a charge for any difference between the sales charge previously paid on the shares of the other Select Pricing Fund and the sales charge payable on the shares of the Fund being acquired in the exchange under the MFA Program.
Exercise of the Exchange Privilege. To exercise the exchange privilege, a shareholder should contact his or her Merrill Lynch Financial Advisor, who will advise the Fund of the exchange. Shareholders of the Fund, and shareholders of the other Select Pricing Funds with shares for which certificates have not been issued, may exercise the exchange privilege by wire through their securities dealer or other financial intermediary. The Fund reserves the right to require a properly completed Exchange Application.
Telephone exchange requests are also available in accounts held with the Transfer Agent for amounts up to $50,000. To request an exchange from your account, call the Transfer Agent at 1-800-MER-FUND. The request must be from the shareholder of record. Before telephone requests will be honored, signature approval from all shareholders of record must be obtained. The shares being exchanged must have been held for at least 15 days. Telephone requests for an exchange will not be honored in the following situations: the accountholder is deceased, the request is by an individual other than the accountholder of record, the account is held by joint tenants who are divorced or the address on the account has changed within the last 30 days. Telephone exchanges may be refused if the caller is unable to provide: the account number, the name and address registered on the account and the social security number registered on the account. The Fund or the Transfer Agent may temporarily suspend telephone transactions at any time.
This exchange privilege may be modified or terminated in accordance with the rules of the Commission. The Fund reserves the right to limit the number of times an investor may exercise the exchange privilege. Certain funds may suspend the continuous offering of their shares to the general public at any time and may thereafter resume such offering from time to time. The exchange privilege is available only to U.S. shareholders in states where the exchange legally may be made. It is contemplated that the exchange privilege may be applicable to other new mutual funds whose shares may be distributed by the Distributor.
Fee-Based Programs
Certain fee-based programs offered by Merrill Lynch and other financial intermediaries, including pricing alternatives for securities transactions (each referred to in this paragraph as a Program), may permit the purchase of Class A shares at net asset value. Under specified circumstances, participants in certain Programs may deposit other classes of shares which will be exchanged for Class A shares. Initial or deferred sales charges otherwise due in connection with such exchanges may be waived or modified, as may the Conversion Period applicable to the deposited shares. Termination of participation in a Program may result in the redemption of shares held therein or the automatic exchange thereof to another class at net asset value, which may be shares of a money market fund. In addition, upon termination of participation in a Program, shares that have been held for less than specified periods within such Program may be subject to a fee based upon the current value of such shares. These Programs also generally prohibit such shares from being transferred to another account at Merrill Lynch, to another financial intermediary, to another broker-dealer or to the Transfer Agent. Except in limited
42
circumstances (which may also involve an exchange as described above), such shares must be redeemed and another class of shares purchased (which may involve the imposition of initial or deferred sales charges and distribution and account maintenance fees) in order for the investment not to be subject to Program fees. Additional information regarding a specific Program (including charges and limitations on transferability applicable to shares that may be held in such Program) is available in such Programs client agreement and from the Transfer Agent at 1-800-MER-FUND or 1-800-637-3863.
Retirement and Education Savings Plans
Individual retirement accounts and other retirement and education savings plans are available from Merrill Lynch. Under these plans, investments may be made in the Fund and certain of the other mutual funds sponsored by Merrill Lynch as well as in other securities. There may be fees associated with investing through these plans. Information with respect to these plans is available on request from Merrill Lynch.
Dividends received in each of the plans referred to above are exempt from Federal taxation until distributed from the plans and, in the case of Roth IRAs and education savings plans, may be exempt from taxation when distributed, as well. Investors considering participation in any retirement or education savings plan should review specific tax laws relating thereto and should consult their attorneys or tax advisers with respect to the establishment and maintenance of any such plan.
Automatic Investment Plans
A shareholder may make additions to an Investment Account at any time by purchasing Class A shares (if he or she is an eligible Class A investor) or Class B, Class C or Class D shares at the applicable public offering price. These purchases may be made either through the shareholders securities dealer, or by mail directly to the Transfer Agent, acting as agent for such securities dealer. Voluntary accumulation also can be made through a service known as the Funds Automatic Investment Plan. Under the Automatic Investment Plan, the Fund would be authorized, on a regular basis, to provide systematic additions to the Investment Account of such shareholder through charges of $50 or more to the regular bank account of the shareholder by either pre-authorized checks or automated clearing house debits. For investors who buy shares of the Fund through Blueprint, no minimum charge to the investors bank account is required. Alternatively, an investor that maintains a CMA ® Account may arrange to have periodic investments made in the Fund of amounts of $100 or more ($1 or more for retirement accounts) through the CMA ® Automated Investment Program.
Automatic Dividend Reinvestment Plan
Unless specific instructions are given as to the method of payment, dividends will be automatically reinvested, without sales charge, in additional full and fractional shares of the Fund. Such reinvestment will be at the net asset value of shares of the Fund determined as of the close of business on the NYSE on the monthly payment date for such dividends. No CDSC will be imposed upon redemption of shares issued as a result of the automatic reinvestment of dividends.
Shareholders may, at any time, elect to have subsequent dividends paid in cash, rather than reinvested in shares of the Fund or vice versa (provided that, in the event that a payment on an account maintained at the Transfer Agent would amount to $10.00 or less, a shareholder will not receive such payment in cash and such payment will automatically be reinvested in additional shares). If the shareholders account is maintained with the Transfer Agent, he or she may contact the Transfer Agent in writing or by telephone (1-800-MER-FUND). For other accounts, the shareholder should contact his or her Merrill Lynch Financial Advisor, selected securities dealer or other financial intermediary. Commencing ten days after the receipt by the Transfer Agent of such notice, those instructions will be effected. The Fund is not responsible for any failure of delivery to the shareholders address of record and no interest will accrue on amounts represented by uncashed dividend checks. Cash payments can also be directly deposited to the shareholders bank account.
43
Systematic Withdrawal Plan
A shareholder may elect to receive systematic withdrawals from his or her Investment Account by check or through automatic payment by direct deposit to his or her bank account on either a monthly or quarterly basis as provided below. Quarterly withdrawals are available for shareholders that have acquired shares of the Fund having a value, based on cost or the current offering price, of $5,000 or more, and monthly withdrawals are available for shareholders with shares having a value of $10,000 or more.
At the time of each withdrawal payment, sufficient shares are redeemed from those on deposit in the shareholders account to provide the withdrawal payment specified by the shareholder. The shareholder may specify the dollar amount and the class of shares to be redeemed. With respect to shareholders who hold accounts directly at the Transfer Agent, redemptions will be made at net asset value determined as of the close of business on the NYSE (generally, the NYSE closes at 4:00 p.m. Eastern time) on the 24th day of each month or the 24th day of the last month of each quarter, whichever is applicable. If the NYSE is not open for business on such date, the shares will be redeemed at the net asset value determined as of the close of business on the NYSE on the following business day. The check for the withdrawal payment will be mailed or the direct deposit will be made on the next business day following redemption. When a shareholder is making systematic withdrawals, dividends on all shares in the Investment Account are reinvested automatically in Fund shares. A shareholders systematic withdrawal plan may be terminated at any time, without charge or penalty, by the shareholder, the Fund, the Transfer Agent or the Distributor.
With respect to redemptions of Class B or Class C shares pursuant to a systematic withdrawal plan, the maximum number of Class B or Class C shares that can be redeemed from an account annually shall not exceed 10% of the value of shares of such class in that account at the time the election to join the systematic withdrawal plan was made. Any CDSC that otherwise might be due on such redemption of Class B or Class C shares will be waived. Shares redeemed pursuant to a systematic withdrawal plan will be redeemed in the same order as Class B or Class C shares are otherwise redeemed. See Purchase of Shares Deferred Sales Charge Alternatives Class B and Class C Shares. Where the systematic withdrawal plan is applied to Class B shares, upon conversion of the last Class B shares in an account to Class D shares, the systematic withdrawal plan will be applied thereafter to Class D shares if the shareholder so elects. If an investor wishes to change the amount being withdrawn in a systematic withdrawal plan the investor should contact his or her Merrill Lynch Financial Advisor.
Withdrawal payments generally should not be considered as dividends. Withdrawals generally are treated as sales of shares and may result in a taxable gain or loss. If periodic withdrawals continuously exceed reinvested dividends, the shareholders original investment may be reduced correspondingly. Purchases of additional shares concurrent with withdrawals are ordinarily disadvantageous to the shareholder because of sales charges and tax liabilities. The Fund will not knowingly accept purchase orders for shares of the Fund from investors that maintain a systematic withdrawal plan unless such purchase is equal to at least one years scheduled withdrawals or $1,200, whichever is greater. Automatic investments may not be made into an Investment Account in which the shareholder has elected to make systematic withdrawals.
Alternatively, a shareholder whose shares are held within a CMA ® or Retirement Account may elect to have shares redeemed on a monthly, bimonthly, quarterly, semiannual or annual basis through the CMA ® Systematic Redemption Program or the redemption program of the Retirement Account. The minimum fixed dollar amount redeemable is $50. The proceeds of systematic redemptions will be posted to the shareholders account three business days after the date the shares are redeemed. All redemptions are made at net asset value. A shareholder may elect to have his or her shares redeemed on the first, second, third or fourth Monday of each month, in the case of monthly redemptions, or of every other month, in the case of bimonthly redemptions. For quarterly, semiannual or annual redemptions, the shareholder may select the month in which the shares are to be redeemed and may designate whether the redemption is to be made on the first, second, third or fourth Monday of the month. If the Monday selected is not a business day, the redemption will be processed at net asset value on the next business day. The CMA ® Systematic Redemption Program is not available if Fund shares are being purchased within the account pursuant to the Automated Investment Program. For more information on the CMA ® Systematic Redemption Program, eligible shareholders should contact their Merrill Lynch Financial Advisor.
44
DIVIDENDS AND TAXES
Dividends
The Fund distributes substantially all of its net investment income, if any. Dividends from such investment income are paid annually. All net realized capital gains, if any, are distributed to the Funds shareholders at least annually. Premiums from expired call options written by the Fund and net gains from closing purchase transactions are treated as short-term capital gains to the Fund for Federal income tax purposes.
For information concerning the manner in which dividends may be reinvested automatically in share of the Fund, see Shareholder Services Automatic Dividend Reinvestment Plan. A shareholder may also elect in writing to receive any such dividends in cash. Dividends are taxable to shareholders, as discussed below, whether they are reinvested in shares of the Fund or received in cash. The per share dividends on Class B, Class C, class D and Class R shares will be lower than the per share dividends on Class A shares as a result of the account maintenance, distribution and higher transfer agency fees applicable to Class B and Class C shares, the account maintenance fees applicable to Class D shares, and the account maintenance and distribution fees applicable to Class R shares. Similarly, the per share dividends on Class B, Class C and Class R shares will be lower than the per share dividends on Class D shares as a result of the distribution fees and higher transfer agency fees applicable to Class B and Class C shares and the distribution fees applicable to Class R shares, and the per share dividends on Class B and Class C shares will be lower than the per share dividends on Class R shares as a result of the distribution fees and higher transfer agency fees applicable to Class B and Class C shares. See Pricing of Shares Determination of Net Asset Value.
Taxes
The Fund intends to continue to qualify for the special tax treatment afforded regulated investment companies (RICs) under the Code. As long as the Fund so qualifies, the Fund (but not its shareholders) will not be subject to Federal income tax on the part of its net ordinary income and net realized capital gains that it distributes to Class A, Class B, Class C, Class D and Class R shareholders (together, the shareholders). The Fund intends to distribute substantially all of such income.
The Code requires a RIC to pay a nondeductible 4% excise tax to the extent the RIC does not distribute, during each calendar year, 98% of its ordinary income, determined on a calendar year basis, and 98% of its capital gains, determined, in general on an October 31 year end, plus certain undistributed amounts from previous years. While the Fund intends to distribute its income and capital gains in the manner necessary to minimize imposition of the 4% excise tax, there can be no assurance that sufficient amounts of the Funds taxable income and capital gains will be distributed to avoid entirely the imposition of the tax. In such event, the Fund will be liable for the tax only on the amount by which it does not meet the foregoing distribution requirements.
Dividends paid by the Fund from its ordinary income or from an excess of net short-term capital gains over net long-term capital losses (together referred to hereafter as ordinary income dividends) are taxable to shareholders as ordinary income. Distributions made from an excess of net long-term capital gains over net short-term capital losses (including gains or losses from certain transactions in warrants, futures and options) (capital gain dividends) are taxable to shareholders as long-term gains, regardless of the length of time the shareholder has owned Fund shares. Any loss upon the sale or exchange of Fund shares held for six months or less will be treated as long-term capital loss to the extent of any capital gain dividends received by the shareholder. Distributions in excess of the Funds earnings and profits will first reduce the adjusted tax basis of a holders shares and, after such adjusted tax basis is reduced to zero, will constitute capital gains to such holder (assuming the shares are held as a capital asset).
Dividends are taxable to shareholders even though they are reinvested in additional shares of the Fund. Distributions by the Fund, whether from ordinary income or capital gains, generally will not be eligible for the
45
dividends received deduction allowed to corporations under the Code. If the Fund pays a dividend in January that was declared in the previous October, November or December to shareholders of record on a specified date in one of such months, then such dividend will be treated for tax purposes as being paid by the Fund and received by its shareholders on December 31 of the year in which such dividend was declared.
No gain or loss will be recognized by Class B shareholders on the conversion of their Class B shares into Class D shares. A shareholders basis in the Class D shares acquired will be the same as such shareholders basis in the Class B shares converted, and the holding period of the acquired Class D shares will include the holding period of the converted Class B shares.
If a shareholder exercises an exchange privilege within 90 days of acquiring the shares, then the loss the shareholder can recognize on the exchange will be reduced (or the gain increased) to the extent any sales charge paid to the Fund reduces any sales charge the shareholder would have owed upon the purchase of the new shares in the absence of the exchange privilege. Instead, such sales charge will be treated as an amount paid for the new shares.
A loss realized on a sale or exchange of shares of the Fund will be disallowed if other Fund shares are acquired (whether through the automatic reinvestment of dividends or otherwise) within a 61-day period beginning 30 days before and ending 30 days after the date that the shares are disposed of. In such case, the basis of the shares acquired will be adjusted to reflect the disallowed loss.
Ordinary income dividends paid to shareholders who are nonresident aliens or foreign entities will be subject to a 30% U.S. withholding tax under existing provisions of the Code applicable to foreign individuals and entities unless a reduced rate of withholding or a withholding exemption is provided under applicable treaty law. Nonresident shareholders are urged to consult their own tax advisers concerning applicability of the U.S. withholding tax.
Under certain provisions of the Code, some shareholders may be subject to a withholding tax on ordinary income dividends, capital gain dividends and redemption payments (backup withholding). Generally, shareholders subject to backup withholding will be those for whom no certified taxpayer identification number is on file with the Fund or who, to the Funds knowledge, have furnished an incorrect number. When establishing an account, an investor must certify under penalty of perjury that such number is correct and that such investor is not otherwise subject to backup withholding.
Dividends and interest received by the Fund may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. Shareholders may be able to claim U.S. foreign tax credits with respect to such taxes, subject to certain conditions and limitations contained in the Code. For example, certain retirement accounts cannot claim foreign tax credits on investments in foreign securities held in the Fund. In addition, a foreign tax credit may be claimed with respect to withholding tax on a dividend paid by the Fund only if the shareholder meets certain holding period requirements. The Fund also must meet these holding period requirements, and if the Fund fails to do so, it will not be able to pass through to shareholders the ability to claim a credit or deduction for the related foreign taxes paid by the Fund. If the Fund satisfies the holding period requirements and more than 50% in value of its total assets at the close of its taxable year consists of securities of foreign corporations, the Fund will be eligible, and intends, to file an election with the Internal Revenue Service pursuant to which shareholders of the Fund will be required to include their proportionate shares of such withholding taxes in their U.S. income tax returns as gross income, treat such proportionate shares as taxes paid by them, and deduct such proportionate shares computing in their taxable incomes or, alternatively, use them as foreign tax credits against their U.S. income taxes. No deductions for foreign taxes, moreover, may be claimed by noncorporate shareholders who do not itemize deductions. A shareholder that is a nonresident alien individual or a foreign corporation may be subject to U.S. withholding taxes on the income resulting from the Funds election described in this paragraph but may not be able to claim a credit or deduction against such U.S. tax for the foreign taxes treated as having
46
been paid by such shareholder. The Fund will report annually to its shareholders the amount per share of such withholding taxes and other information needed to claim the foreign tax credit. For this purpose, the Fund will allocate foreign taxes and foreign source income among the Class A, Class B, Class C and Class D shareholders according to a method (which it believes is consistent with the Commission rule permitting the issuance and sale of multiple classes of stock) that is based on the gross income allocable to Class A, Class B, Class C and Class D shareholders during the taxable year, or such other method as the Internal Revenue Service may prescribe.
Tax Treatment of Options, Futures and Forward Foreign Exchange Transactions
The Fund may write, purchase or sell options, futures and forward foreign exchange contracts. Options and futures contracts that are Section 1256 contracts will be marked to market for Federal income tax purposes at the end of each taxable year, i.e. , each such option or futures contract will be treated as sold for its fair market value on the last day of the taxable year. Unless such contract is a forward foreign exchange contract, or is a non-equity option or a regulated futures contract for a foreign currency for which the Fund elects to have gain or loss treated as ordinary gain or loss under Code Section 988 (as described below), gain or loss from Section 1256 contracts will be 60% long-term and 40% short-term capital gain or loss. Application of these rules to Section 1256 contracts held by the Fund may alter the timing and character of distributions to shareholders. The mark-to-market rules outlined above, however, will not apply to certain transactions entered into by the Fund solely to reduce the risk of changes in price or interest or currency exchange rates with respect to its investments.
A forward foreign exchange contract that is a Section 1256 contract will be marked to market, as described above. However, the character of gain or loss from such a contract will generally be ordinary under Code Section 988. The Fund may, nonetheless, elect to treat the gain or loss from certain forward foreign exchange contracts as capital. In this case, gain or loss realized in connection with a forward foreign exchange contract that is a Section 1256 contract will be characterized as 60% long-term and 40% short-term capital gain or loss.
Code Section 1092, which applies to certain straddles, may affect the taxation of the Funds sales of securities and transactions in options, futures and forward foreign exchange contracts. Under Section 1092, the Fund may be required to postpone recognition for tax purposes of losses incurred in certain sales of securities and certain closing transactions in options, futures and forward foreign exchange contracts.
Special Rules for Certain Foreign Currency Transactions
In general, gains from foreign currencies and from foreign currency options, foreign currency futures and forward foreign exchange contracts relating to investments in stock, securities or foreign currencies will be qualifying income for purposes of determining whether the Fund qualifies as a RIC. It is currently unclear, however, who will be treated as the issuer of a foreign currency instrument or how foreign currency options, foreign currency futures and forward foreign exchange contracts will be valued for purposes of the RIC diversification requirements applicable to the Fund.
Under Code Section 988, special rules are provided for certain transactions in a currency other than the taxpayers functional currency ( i.e. , unless certain special rules apply, currencies other than the U.S. dollar). In general, foreign currency gains or losses from certain debt instruments, from certain forward contracts, from future contracts that are not regulated futures contracts and from unlisted options will be treated as ordinary income or loss under Code Section 988. In certain circumstances, the Fund may elect capital gain or loss treatment for such transactions. Regulated futures contracts, as described above, will be taxed under Code Section 1256 unless application of Section 988 is elected by the Fund. In general, however, Code Section 988 gains or losses will increase or decrease the amount of the Funds investment company taxable income available to be distributed to shareholders as ordinary income. Additionally, if Code Section 988 losses exceed other investment company taxable income during a taxable year, the Fund would not be able to make any ordinary income dividend distributions, and all or a portion of distributions made before the losses were realized but in the same taxable year would be recharacterized as a return of capital to shareholders, thereby reducing the basis of
47
each shareholders Fund shares and resulting in a capital gain for any shareholder who received a distribution greater than such shareholders basis in Fund shares (assuming the shares were held as a capital asset). These rules and the mark-to-market rules described above, however, will not apply to certain transactions entered into by the Fund solely to reduce the risk of currency fluctuations with respect to its investments.
The foregoing is a general and abbreviated summary of the applicable provisions of the Code and Treasury regulations presently in effect. For the complete provisions, reference should be made to the pertinent Code sections and the Treasury regulations promulgated thereunder. The Code and the Treasury regulations are subject to change by legislative, judicial or administrative action either prospectively or retroactively.
Ordinary income and capital gain dividends may also be subject to state and local taxes.
Certain states exempt from state income taxation dividends paid by RICs which are derived from interest on U.S. Government obligations. State law varies as to whether dividend income attributable to U.S. Government obligations is exempt from state income tax.
Shareholders are urged to consult their tax advisers regarding specific questions as to Federal, foreign, state or local taxes. Foreign investors should consider applicable foreign taxes in their evaluation of investment in the Fund.
PERFORMANCE DATA
From time to time the Fund may include its average annual total return and other total return data in advertisements or information furnished to present or prospective shareholders. Total return figures are based on the Funds historical performance and are not intended to indicate future performance. Average annual total return is determined separately for Class A, Class B, Class C, Class D and Class R shares in accordance with formulas specified by the Commission.
Quotations of average annual total return before tax for the specified periods are computed by finding the average annual compounded rates of return (based on net investment income and any realized and unrealized capital gains or losses on portfolio investments over such periods) that would equate the initial amount invested to the redeemable value of such investment at the end of each period. Average annual total return before taxes is computed assuming all dividends are reinvested and taking into account all applicable recurring and nonrecurring expenses, including the maximum sales charge in the case of Class A and Class D shares and the CDSC that would be applicable to a complete redemption of the investment at the end of the specified period in the case of Class B and Class C shares but does not take into account taxes payable on dividends or on redemption.
Quotations of average annual total return after taxes on dividends for the specified periods are computed by finding the average annual compounded rates of return that would equate the initial amount invested to the ending value of such investment at the end of each period assuming payment of taxes on dividends received during such period. Average annual total return after taxes on dividends is computed assuming all dividends, less the taxes due on such dividends, are invested and taking into account all applicable recurring and nonrecurring expenses, including the maximum sales charge in the case of Class A and Class D shares and the CDSC that would be applicable to a complete redemption of the investment at the end of the specified period in the case of Class B and Class C shares. The taxes due on dividends are calculated by applying the highest marginal Federal individual income tax rates in effect on the reinvestment date for that dividend. The taxable amount and tax character of each dividend are specified by the Fund on the dividend declaration date, but may be adjusted to reflect subsequent recharacterizations of distributions. The applicable tax rates may vary over the measurement period. The effects of state and local taxes are not reflected. Applicable tax credits, such as foreign credits, are taken into account according to Federal law. The ending value is determined assuming complete redemption at the end of the applicable periods with no tax consequences associated with such redemption.
48
Quotation of average annual total return after taxes on both dividends and redemption for the specified periods are computed by finding the average annual compounded rates of return that would equate the initial amount invested to the ending value of such investment at the end of each period assuming payment of taxes on dividends received during such period as well as on complete redemption. Average annual total return after taxes on distributions and redemption is computed assuming all dividends, less the taxes due on such dividends, are reinvested and taking into account all applicable recurring and nonrecurring expenses, including the maximum sales charge in the case of Class A and Class D shares and the CDSC that would be applicable to a complete redemption of the investment at the end of the specified period in the case of Class B and Class C shares and assuming, for all classes of shares, complete redemption at the end of the applicable periods, subtracting capital gains, taxes resulting from the redemption and adding the presumed tax benefit from capital losses resulting from redemption. The taxes due on dividends and on the deemed redemption are calculated by applying the highest marginal Federal individual income tax rates in effect on the reinvestment and/or the redemption date. The rates used correspond to the tax character of each component of each dividend and/or the redemption payments. The applicable tax rates may vary over the measurement period. The effects of state and local taxes are not reflected.
The Fund also may quote annual, average annual and annualized total return and aggregate total return performance data, both as a percentage and as a dollar amount based on a hypothetical investment of $1,000 or some other amount, for various periods other than those noted below. Such data will be computed as described above, except that (1) as required by the periods of the quotations, actual annual, annualized or aggregate data, rather than average annual data, may be quoted and (2) the maximum applicable sales charges will not be included with respect to annual or annualized rates of return calculations. Aside from the impact on the performance data calculations of including or excluding the maximum applicable sales charges, actual annual or annualized total return data generally will be lower than average annual total return data since the average rates of return reflect compounding of return; aggregate total return data generally will be higher than average annual total return data since the aggregate rates of return reflect compounding over a longer period of time.
Set forth in the tables below is total return information, before and after taxes, for the Class A, Class B, Class C and Class D shares of the Fund for the periods indicated, expressed as a percentage based on a hypothetical $1,000 investment. Since the inception date for Class R shares was January 1, 2003, information for Class R shares is not included.
Class A Shares |
Class B
|
Class C Shares |
Class D
|
|||||||||
Average Annual Total Return
|
||||||||||||
One Year Ended October 31, 2002 |
(13.47 |
)% |
(13.12 |
)% |
(10.48 |
)% |
(13.71 |
)% |
||||
Five Years Ended October 31, 2002 |
1.40 |
% |
1.25 |
% |
1.44 |
% |
1.14 |
% |
||||
Ten Years Ended October 31, 2002 |
10.48 |
% |
9.94 |
% |
|
% |
|
% |
||||
Inception (October 21, 1994) to October 31, 2002 |
|
% |
|
% |
7.28 |
% |
7.41 |
% |
||||
Average Annual Total Return
|
||||||||||||
One Year Ended October 31, 2002 |
(13.84 |
)% |
(12.97 |
)% |
(10.50 |
)% |
(14.00 |
)% |
||||
Five Years Ended October 31, 2002 |
(2.10 |
)% |
(2.21 |
)% |
(2.11 |
)% |
(2.26 |
)% |
||||
Ten Years Ended October 31, 2002 |
7.42 |
% |
6.90 |
% |
|
% |
|
% |
||||
Inception (October 21, 1994) to October 31, 2002 |
|
% |
|
% |
3.50 |
% |
3.78 |
% |
||||
Average Annual Total Return
|
||||||||||||
One Year Ended October 31, 2002 |
(8.02 |
)% |
(7.79 |
)% |
(6.15 |
)% |
(8.17 |
)% |
||||
Five Years Ended October 31, 2002 |
0.25 |
% |
0.31 |
% |
0.43 |
% |
0.13 |
% |
||||
Ten Years Ended October 31, 2002 |
7.82 |
% |
7.46 |
% |
|
% |
|
% |
||||
Inception (October 21, 1994) to October 31, 2002 |
|
% |
|
% |
4.82 |
% |
4.89 |
% |
49
Total return figures are based on the Funds historical performance and are not intended to indicate future performance. The Funds total return will vary depending on market conditions, the securities comprising the Funds portfolio, the Funds operating expenses and the amount of realized and unrealized net capital gains or losses during the period. The value of an investment in the Fund will fluctuate and an investors shares, when redeemed, may be worth more or less than their original cost.
In order to reflect the reduced sales charges in the case of Class A or Class D shares, or the waiver of the CDSC in the case of Class B or Class C shares applicable to certain investors, as described under Purchase of Shares the total return data quoted by the Fund in advertisements directed to such investors may take into account the reduced, and not the maximum, sales charge or may not take into account the CDSC, and, therefore, may reflect greater total return since, due to the reduced sales charges or the waiver of CDSCs, a lower amount of expenses may be deducted.
On occasion, the Fund may compare its performance to various indices including the Financial Times Actuaries Europe Index, the Morgan Stanley Capital International Europe Index, the Standard & Poors 500 Index, the Dow Jones Industrial Average; or to performance data published by Lipper Analytical Services, Inc., Morningstar Publications, Inc. (Morningstar), CDA Investment Technology, Inc., Money Magazine, U.S. News & World Report, BusinessWeek, Forbes Magazine, Fortune Magazine or other industry publications. When comparing its performance to a market index, the Fund may refer to various statistical measures derived from the historic performance of the Fund and the index, such as standard deviation and beta. In addition, from time to time the Fund may include its Morningstar risk-adjusted performance ratings in advertisements or supplemental sales literature.
The Fund may provide information designed to help investors understand how the Fund is seeking to achieve its investment objective. This may include information about past, current or possible economic, market, political or other conditions, descriptive information on general principles of investing such as asset allocation, diversification and risk tolerance, discussion of the Funds portfolio composition, investment philosophy, strategy or investment techniques, comparisons of the Funds performance or portfolio composition to that of other funds or types of investments, indices relevant to the comparison being made, or to a hypothetical or model portfolio. The Fund may also quote various measures of volatility and benchmark correlation in advertising and other materials, and may compare these measures to those of other funds or types of investments. As with other performance data, performance comparisons should not be considered indicative of the Funds relative performance for any future period.
GENERAL INFORMATION
Description of Shares
The Fund is a business trust organized on March 11, 1986 under the laws of Massachusetts. The Trustees are authorized to issue an unlimited number of full and fractional shares of beneficial interest, $.10 par value per share, of different classes and to divide or combine the shares into a greater or lesser number of shares without thereby changing the proportionate beneficial interests in the Fund. At the date of this Statement of Additional Information, the shares of the Fund are divided into Class A, Class B, Class C, Class D and Class R shares. Class A, Class B, Class C, Class D and Class R shares represent interests in the same assets of the Fund and are identical in all respects except that Class B, Class C, Class D and Class R shares bear certain expenses relating to the account maintenance associated with such shares and Class B, Class C and Class R shares bear certain expenses relating to the distribution of such shares. All shares of the Fund have equal voting rights. Each class has exclusive voting rights with respect to matters relating to distribution and/or account maintenance expenditures, as applicable (except that Class B shareholders may vote upon any material changes to expenses charged under the Class D Distribution Plan). See Purchase of Shares. The Trustees of the Trust may classify and reclassify the shares of the Fund into additional or other classes at a future date.
50
There normally will be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees holding office have been elected by shareholders, at which time the Trustees then in office will call a shareholders meeting for the election of Trustees. Shareholders may, in accordance with the terms of the Declaration of Trust, cause a meeting of shareholders to be held for the purpose of voting on the removal of Trustees. Also, the Fund will be required to call a special meeting of shareholders in accordance with the requirements of the Investment Company Act to seek approval of new management and advisory arrangements, of a material increase in distribution fees or a change in the fundamental policies, objectives or restrictions of the Fund.
The shares of the Fund, when issued, will be fully paid and nonassessable, have no preference, preemptive, or similar rights and will be freely transferable. Shareholders are entitled to redeem their shares as set forth elsewhere herein and in the Prospectus. Conversion and exchange rights are discussed in the Prospectus and elsewhere in this Statement of Additional Information. Shares do not have cumulative voting rights and the holders of more than 50% of the shares of the Fund voting for the election of Trustees can elect all of the Trustees if they choose to do so and in such event the holders of the remaining shares would not be able to elect any Trustees. No amendments may be made to the Declaration of Trust, other than amendments necessary to conform the Declaration to certain laws or regulations, to change the name of the Fund, or to make certain non-material changes, without the affirmative vote of a majority of the outstanding shares of the Fund, or of the affected class, as applicable.
The Declaration of Trust establishing the Fund dated March 11, 1986, a copy of which, together with all amendments thereto (the Declaration) is on file in the office of the Secretary of the Commonwealth of Massachusetts, provides that the name Merrill Lynch EuroFund refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of the Fund shall be held to any personal liability; nor shall resort be had to their private property for the satisfaction of any obligation or claim of the Fund, but the Fund Property only shall be liable. Under Massachusetts law, shareholders of a business trust may, under certain circumstances, be held personally liable as partners for the trusts obligations. However, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which both inadequate insurance existed and the trust itself was unable to meet its obligations.
Independent Auditors
Deloitte & Touche LLP, 750 College Road East, Princeton, NJ 08540, has been selected as the independent auditors of the Fund. The selection of independent auditors is subject to approval by the non-interested Trustees of the Fund. The independent auditors are responsible for auditing the annual financial statements of the Fund.
Accounting Services Provider
State Street Bank and Trust Company, 500 College Road East, Princeton, New Jersey 08540, provides certain accounting services for the Fund.
Custodian
Brown Brothers Harriman & Co. (the Custodian), 40 Water Street, Boston, Massachusetts 02109, acts as custodian of the Funds assets. Under its contract with the Fund, the Custodian is authorized to establish separate accounts in foreign currencies and to cause foreign securities owned by the Fund to be held in its offices outside the United States and with certain foreign banks and securities depositories. The Custodian is responsible for safeguarding and controlling the Funds cash and securities, handling the receipt and delivery of securities and collecting interest and dividends on the Funds investments.
51
Transfer Agent
Financial Data Services, Inc., 4800 Deer Lake Drive East, Jacksonville, Florida 32246-6484, acts as the Funds Transfer Agent. The Transfer Agent is responsible for the issuance, transfer and redemption of shares and the opening, maintenance and servicing of shareholder accounts. See Your Account How to Buy, Sell, Transfer and Exchange Shares in the Prospectus.
Legal Counsel
Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New York, New York 10019-6018, is counsel for the Fund.
Reports to Shareholders
The fiscal year of the Fund ends on October 31 of each year. The Fund sends to its shareholders, at least semi-annually, reports showing the Funds portfolio and other information. An Annual Report, containing financial statements audited by independent auditors, is sent to shareholders each year. After the end of each year, shareholders will receive Federal income tax information regarding dividends.
Shareholder Inquiries
Shareholder inquiries may be addressed to the Fund at the address or telephone number set forth on the cover page of this Statement of Additional Information.
Additional Information
The Prospectus and this Statement of Additional Information do not contain all the information set forth in the Registration Statement and the exhibits relating thereto, which the Fund has filed with the Securities and Exchange Commission, Washington, D.C., under the Securities Act and the Investment Company Act, to which reference is hereby made.
To the knowledge of the Fund, the following entities owned beneficially or of record 5% or more of a class of the Funds shares as of February 14, 2003.
* | Merrill Lynch Trust Company is the record holder on behalf of certain employee retirement, personal trust or savings plan accounts for which it acts as trustee. |
52
FINANCIAL STATEMENTS
The Funds audited financial statements are incorporated in this Statement of Additional Information by reference to its 2002 Annual Report. You may request a copy of the Annual Report at no charge by calling 1-800-637-3863 between 8:30 a.m. and 5:30 p.m. Eastern time on any business day.
53
CODE # 10476-02-03
PART C. OTHER INFORMATION
Item 23. Exhibits.
Exhibit Number |
Description |
|
1(a) |
Declaration of Trust of the Registrant, dated March 11, 1986.(a) |
|
(b) |
Amendment to Declaration of Trust of the Registrant, dated May 19, 1986.(a) |
|
(c) |
Amendment to Declaration of Trust of the Registrant, dated December 15, 1986.(a) |
|
(d) |
Instrument establishing Class A shares and Class B shares of the Registrant, dated October 3, 1988.(a) |
|
(e) |
Certification of Amendment to Declaration of Trust and Establishment and Designation of Classes, dated October 17, 1994.(a) |
|
(f) |
Certification of Amendment to Declaration of Trust |
|
(g) |
Establishment and Designation of Classes dated December 13, 2002.(o) |
|
2(a) |
By-Laws of the Registrant.(a) |
|
(b) |
Revised By-Laws of the Registrant. |
|
3 |
Portions of the Declaration of Trust and the By-Laws of the Registrant defining the rights of shareholders.(b) |
|
4(a) |
Management Agreement between the Registrant and Merrill Lynch Investment Managers, L.P. (the Manager), dated December 19, 1986.(c) |
|
(b) |
Supplement to the Management Agreement between the Registrant and the Manager, dated January 3, 1994. |
|
(c) |
Sub-Advisory Agreement between the Manager and Merrill Lynch Asset Management U.K. Limited, dated April 29, 1988.(c) |
|
5 |
Form of Distribution Agreement between the Registrant and FAM Distributors, Inc. (the Distributor).(d) |
|
6 |
None. |
|
7 |
Form of Custody Agreement between the Registrant and Brown Brothers Harriman & Co.(k) |
|
8(a)(1) |
Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreement between the Registrant and Financial Data Services, Inc.(c) |
|
(a)(2) |
Amendment to the Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreement dated July 1, 2001. |
|
(a)(3) |
Amendment to the Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreement dated January 1, 2003. |
|
(b)(1) |
Amended and Restated Credit Agreement between the Registrant and a syndicate of banks.(f) |
|
(b)(2) |
Form of Second Amended and Restated Credit Agreement between the Registrant, a syndicate of banks and certain other parties.(l) |
|
(b)(3) |
Form of Third Amended and Restated Credit Agreement between the Registrant, a syndicate of banks and certain other parties.(m) |
|
(c) |
Form of Administrative Services Agreement between the Registrant and State Street Bank and Trust Company.(j) |
|
(d) |
Securities Lending Agreement.(q) |
|
9 |
Opinion of Brown & Wood LLP , counsel for the Registrant.(g) |
|
10 |
Consent of Deloitte & Touche LLP , independent auditors for the Registrant. |
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Exhibit Number |
Description |
||
11 |
|
None. |
|
12 |
|
Certificate of the Manager.(c) |
|
13 |
(a) |
Form of Amended and Restated Class B Distribution Plan.(i) |
|
(b |
) |
Form of Amended and Restated Class C Distribution Plan.(i) |
|
(c |
) |
Form of Amended and Restated Class D Distribution Plan.(i) |
|
(d |
) |
Form of Class R Distribution Plan.(n) |
|
14 |
|
Revised Merrill Lynch Select Pricing SM System Plan pursuant to Rule 18f-3.(o) |
|
15 |
|
Code of Ethics.(h) |
(a) | Filed on February 27, 1995 as an Exhibit to Post-Effective Amendment No. 11 to the Registrants Registration Statement on Form N-1A under the Securities Act of 1933, as amended (the Securities Act) (File No. 33-4026) (the Registration Statement). |
(b) | Reference is made to Article I, Article II (Sections 2.2, 2.3, 2.4 and 2.7), Article III (Sections 3.1 and 3.4), Article IV (Sections 4.1, 4.3 and 4.4), Article V (Sections 5.1, 5.2, 5.3 and 5.5), Article VI (Sections 6.2, 6.3, 6.4, 6.5, 6.7 and 6.8), Article VII (Section 7.1), Article VIII (Sections 8.1, 8.2 and 8.3), Article IX (Section 9.2), Article X, Article XI (Sections 11.3, 11.4 and 11.5) and Article XII (Section 12.6) of the Registrants Declaration of Trust, as amended, filed as Exhibits 1(a), 1(b), 1(c), 1(d) and 1(e) to the Registration Statement; and Article I, Article V and Article VI of the Registrants By-Laws filed as Exhibit 2 to the Registration Statement. |
(c) | Filed on February 27, 1996 as an Exhibit to Post-Effective Amendment No. 12 to the Registration Statement. |
(d) | Incorporated by reference to Exhibit 5 to Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A of Merrill Lynch Americas Income Fund, Inc. (File No. 33-64398) filed on June 21, 2000. |
(f) | 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. |
(g) | Filed on January 31, 2000 as an Exhibit to Post-Effective Amendment No. 17 to the Registration Statement. |
(h) | 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. |
(i) | Incorporated by reference to Exhibit 13 to Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A of Merrill Lynch Americas Income Fund, Inc. (File No. 33-64398), filed on June 21, 2000. |
(j) | 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. |
(k) | Incorporated by reference to Exhibit 7 to Amendment No. 2 to the Registration Statement on Form N-1A of Master Large Cap Series Trust (File No. 811-09739), filed on January 30, 2002. |
(l) | 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. |
(m) | 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. |
(n) | 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. |
(o) | 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. |
(p) | Filed on December 27, 2002 as an Exhibit to Post-Effective Amendment No. 20 to the Registration Statement. |
(q) | Incorporated by reference to Exhibit 8(f) to Post-Effective Amendment No. 5 to the Registration Statement Form N-1A of Merrill Lynch Global Technology Fund, Inc. (File No. 333-48929), filed on July 24, 2002. |
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Item 24. Persons Controlled by or under Common Control with Registrant.
The Registrant does not control and is not under common control with any other person.
Item 25. Indemnification.
Section 5.3 of the Registrants Declaration of Trust provides as follows: The Trust shall indemnify each of its Trustees, officers, employees and agents (including persons who serve at its request as directors, officers or trustees of another organization in which it has any interest as a shareholder, creditor or otherwise) against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties and as counsel fees) reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a trustee, officer, employee or agent, except with respect to any matter as to which he shall have been adjudicated to have acted in bad faith, willful misfeasance, gross negligence or reckless disregard of his duties; provided, however, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless the Trust shall have received a written opinion from independent legal counsel approved by the Trustees to the effect that if either the matter of willful misfeasance, gross negligence or reckless disregard of duty, or the matter of good faith and reasonable belief as to the best interest of the Trust, had been adjudicated, it would have been adjudicated in favor of such person. The rights accruing to any person under these provisions shall not exclude any other right to which he may be lawfully entitled; provided that no person may satisfy any right in indemnity or reimbursement granted herein or in Section 5.1 or to which he may be otherwise entitled except out of the property of the Trust, and no Shareholder shall be personally liable to any person with respect to any claim for indemnity or reimbursement or otherwise. The Trustees may make advance payments in connection with indemnification under this Section 5.3, provided that the indemnified person shall have given a written undertaking to reimburse the Trust in the event it is subsequently determined that he is not entitled to such indemnification. Insofar as the conditional advancing of indemnification moneys for actions based upon the Investment Company Act of 1940, as amended (the Investment Company Act), may be concerned, such payments will be made only on the following conditions:
(i) the advances must be limited to amounts used, or to be used, for the preparation or presentation of a defense to the action, including costs connected with the preparation of a settlement; (ii) advances may be made only upon receipt of a written promise by, or on behalf of, the recipient to repay that amount of the advance which exceeds the amount which it is ultimately determined that he is entitled to receive from the Registrant by reason of indemnification; and (iii) (a) such promise must be secured by a surety bond, other suitable insurance or an equivalent form of security which assures that any repayments may be obtained by the Registrant without delay or litigation, which bond, insurance or other form of security must be provided by the recipient of the advance, or (b) a majority of a quorum of the Registrants disinterested, non-party Trustees, or an independent legal counsel in a written opinion, shall determine, based upon a review of readily available facts that the recipient of the advance ultimately will be found 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, 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 Trustees, 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 Trustee, 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 Trustee, officer or controlling person or the principal underwriter in connection
C-3
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.
Item 26. Business and Other Connections of Manager.
Merrill Lynch Investment Managers L.P. (MLIM or the Manager) acts as the investment adviser for a number of affiliated open-end and closed-end registered investment companies, and also acts as subadviser to certain other portfolios.
Fund Asset Management, L.P. (FAM), an affiliate of the Manager, acts as the investment advisor for a number of affiliated open-end and closed-end registered investment companies.
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 the Manager, 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 Vessey Street, New York, New York 10080. The address of the Funds transfer agent, Financial Data Services, Inc. (FDS), is 4800 Deer Lake Drive East, Jacksonville, Florida 32246-6484.
Set forth below is a list of each executive officer and partner of the Manager indicating each business, profession, vocation or employment of a substantial nature in which each such person or entity has been engaged since November 1, 2000 for his, her or its own account or in the capacity of director, officer, partner or trustee. In addition, Mr. Burke is Vice President and Treasurer of all or substantially all of the investment companies advised by FAM, MLIM or their affiliates, and Mr. Doll is an officer of one or more of such companies.
Name |
Position(s) with the Manager |
Other Substantial Business, Profession, Vocation or Employment |
||
ML & Co. |
Limited Partner |
Financial Services Holding Company; Limited Partner of FAM |
||
Princeton Services |
General Partner |
General Partner of FAM |
||
Robert C. Doll, Jr. |
President |
President of FAM; Co-Head (Americas Region) of the Manager 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 |
||
Lawrence Haber |
Chief Financial Officer |
First Vice President of FAM; Senior Vice President and Treasurer of Princeton Services, Inc. |
||
Brian A. Murdock |
Chief Operating Officer |
Executive Vice President of Princeton Services; First Vice President of FAM; Chief Investment Officer of EMEA Pacific Region and Global CIO for Fixed Income and Alternative Investments; Head of MLIMs Pacific Region and President of MLIM Japan, Australia and Asia |
C-4
Name |
Position(s) with the Manager |
Other Substantial Business, Profession, Vocation or Employment |
||
Donald C. Burke |
First Vice President, Treasurer and Director of Taxation |
Treasurer of FAM; Senior Vice President and Treasurer of Princeton Services; Vice President of FAMD |
||
Philip L. Kirstein |
General Counsel (Americas Region) |
General Counsel (Americas Region) of FAM; Senior Vice President, Secretary, General Counsel and Director of Princeton Services |
Merrill Lynch Asset Management U.K. Limited (MLAM U.K.) acts as sub-adviser to a number of affiliated registered investment companies. 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.
Set forth below is a list of each executive officer and director of MLAM U.K. indicating each business, profession, vocation or employment of a substantial nature in which each such person has been engaged since November 1, 2000, for his or her own account or in the capacity of director, officer, partner or trustee. In addition, Mr. Burke is an officer of one or more of the registered investment companies advised by FAM, MLIM or their affiliates.
Name |
Position with
|
Other Substantial Business,
|
||
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 the Manager and FAM; Director of Taxation of the Manager; 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 |
C-5
Item 27. Principal Underwriters.
(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 V.I. 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.
(b) Set forth below is information concerning each director and officer of FAMD. The principal business address of each such person is P.O. Box 9081, Princeton, New Jersey 08543-9081.
Name |
Position(s) and Office(s)
|
Position(s) and Office(s)
|
||
Brian Murdock |
President |
None |
||
Michael G. Clark |
Treasurer and Director |
None |
||
Thomas J. Verage |
Director |
None |
||
Donald C. Burke |
Vice President |
Vice President and Treasurer |
||
Robert Harris |
Secretary |
None |
(c) Not applicable.
C-6
Item 28. Location of Accounts and Records.
All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act and the rules thereunder are maintained at the offices of the Registrant (800 Scudders Mill Road, Plainsboro, New Jersey 08536), and its transfer agent, Financial Data Services, Inc. (4800 Deer Lake Drive East, Jacksonville, Florida 32246-6484).
Item 29. Management Services.
Other than as set forth under the caption Management of the Fund Merrill Lynch Investment Managers in the Prospectus constituting Part A of the Registration Statement and under Management of the Fund Management and Advisory Arrangements in the Statement of Additional Information constituting Part B of the Registration Statement, the Registrant is not a party to any management-related service contract.
Item 30. Undertakings.
Not applicable.
C-7
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company Act, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the Township of Plainsboro, and State of New Jersey, on the 25th day of February, 2003.
M ERRILL L YNCH E UROFUND (Registrant) |
||
By: |
/s/ D ONALD C. B URKE |
|
(Donald C. Burke, Vice President and Treasurer) |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date |
||
T ERRY K. G LENN * (Terry K. Glenn) |
President (Principal Executive Officer) and Trustee |
|||
D ONALD C. B URKE * (Donald C. Burke) |
Vice President and Treasurer (Principal Financial and Accounting Officer) |
|||
R ONALD W. F ORBES * (Ronald W. Forbes) |
Trustee |
|||
C YNTHIA A. M ONTGOMERY * (Cynthia A. Montgomery) |
Trustee |
|||
C HARLES C. R EILLY * (Charles C. Reilly) |
Trustee |
|||
K EVIN A. R YAN * (Kevin A. Ryan) |
Trustee |
|||
R OSCOE S. S UDDARTH * (Roscoe S. Suddarth) |
Trustee |
|||
R ICHARD R. W EST * (Richard R. West) |
Trustee |
|||
E DWARD D. Z INBARG * (Edward D. Zinbarg) |
Trustee |
|||
*By: / S / D ONALD C. B URKE * (Donald C. Burke, Attorney-in-Fact) |
February 25, 2003 |
C-8
EXHIBIT INDEX
Exhibit Number |
Description |
|
1(f) |
Certification of Amendment to Declaration of Trust. |
|
2(b) |
Revised By-Laws |
|
4(b) |
Supplement to the Management Agreement between the Registrant and the Manager, dated January 3, 1994. |
|
8(a)(2) |
Amendment to the Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreement dated July 1, 2001. |
|
8(a)(3) |
Amendment to the Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreement dated January 1, 2003. |
|
10 |
Consent of Deloitte & Touche LLP, independent auditors for the Registrant. |
Exhibit 1(f)
CERTIFICATION OF AMENDMENT
TO DECLARATION OF TRUST
The undersigned, constituting at least a majority of the Trustees of MERRILL LYNCH EUROFUND (the "Trust"), a business trust organized under the laws of Massachusetts, pursuant to the Declaration of Trust of the Trust dated the 11th day of March, 1986, as amended (the "Declaration"), do hereby certify that the Trustees of the Trust have duly adopted the following amendment, as approved by the holders of at least two-thirds of the outstanding shares of the Trust, to the Declaration:
VOTED: That Section 3.2 of Article III of the Declaration be, and it hereby is amended so that, as amended, it shall read as follows: 3.2 Investments. The Trustees shall have power, subject to the Fundamental Policies, to: (a) conduct, operate and carry on the business of an investment company; (b) subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge, sell, assign, transfer, exchange, distribute or otherwise deal in or dispose of negotiable or non-negotiable instruments, obligations, evidences of indebtedness, certificates of deposit or indebtedness, commercial paper, repurchase agreements, reverse repurchase agreements, options, futures contracts, options on futures contracts and other investments, including, without limitation, those issued, guaranteed or sponsored by any state, territory or possession of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities, or by the United States Government or its agencies or instrumentalities, or international instrumentalities, or by any bank, savings institution, corporation or other business entity organized under the laws of the United States and, to the extent provided in the Prospectus and not prohibited by the Fundamental Policies, organized under foreign laws; and to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more persons, firms, associations or corporations to exercise any of said rights, powers and privileges in respect of any of said instruments; and the Trustees shall be deemed to have the foregoing powers with respect to any additional securities in which the Trust may invest should the investment policies set forth in the Prospectus or the Fundamental Policies be amended. (c) The Trustees shall not be limited to investing in obligations maturing before the possible termination of the Trust, nor shall the Trustees be limited by any law limiting the investments which may be made by fiduciaries, |
-2- (d) Notwithstanding any other provision of this Declaration to the contrary, the Trustees shall have the power in their discretion without any requirement of approval by Shareholders to either invest all or a portion of the Trust Property in, sell all or a portion of the Trust Property and invest the proceeds of such sales in, or transfer all or a portion of the Trust Property to one or more investment companies to the extent not prohibited by the 1940 Act and any exemptive orders granted under the 1940 Act. |
IN WITNESS WHEREOF, the undersigned have executed this Amendment this 4th day of December , 2000.
/s/ Ronald W. Forbes /s/ Kevin A. Ryan ---------------------------- ---------------------------- Ronald W. Forbes Kevin A. Ryan 1400 Washington Avenue 127 Commonwealth Avenue Albany, NY 12222 Chestnut Hill, MA 02467 /s/ Terry K. Glenn /s/ Roscoe S. Suddarth ---------------------------- ---------------------------- Terry K. Glenn Roscoe S. Suddarth 800 Scudders Mill Road 1761 N Street, NW Plainsboro, NJ 08536 Washington, D.C. 20036-1141 /s/ Cynthia A. Montgomery /s/ Richard R. West ---------------------------- ---------------------------- Cynthia A. Montgomery Richard R. West Harvard Business School Box 604 Soldiers Field Road Genoa, NV 89411 Morgan Hall, Room 219 Boston, MA 02163 /s/ Charles C. Reilly /s/ Arthur Zeikel ---------------------------- ---------------------------- Charles C. Reilly Arthur Zeikel 9 Hampton Harbor Road 300 Woodland Avenue Hampton Bays, NY 11946 Westfield, NJ 07090 /s/ Edward D. Zinbarg ---------------------------- Edward D. Zinbarg 5 Hardwell Road Short Hills, NJ 07078-2117 |
The Declaration, a copy of which is on file in the office of the Secretary of the Commonwealth of Massachusetts, provides that the name "MERRILL LYNCH EUROFUND" refers to the Trustees under the Declaration collectively as trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property for the satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust but the Trust Property only shall be liable.
Exhibit 2(b)
[Revised and Effective April 26, 2000]
BY-LAWS
OF
MERRILL LYNCH EUROFUND
MERRILL LYNCH EUROFUND
BY-LAWS
These By-Laws are made and adopted pursuant to Section 2.7 of the Declaration of Trust establishing MERRILL LYNCH EUROFUND, dated March 11, 1986, as from time to time amended (hereinafter called the "Declaration"). All words and terms capitalized in these By-Laws shall have the meaning or meanings set forth for such words or terms in the Declaration.
ARTICLE I.
Shareholder Meetings
Section 1.01. Chairman. The Chairman, if any, shall act as chairman at all meetings of the Shareholders; in his absence, the President shall act as chairman; and in the absence of the Chairman and President, the Trustee or Trustees present at each meeting may elect as a temporary chairman for the meeting, who may be one of themselves.
Section 1.02. Proxy Representation; Voting. Shareholders may vote either in person or by duly executed proxy and each full share represented at the meeting shall have one vote, all as provided in Article X of the Declaration. A Shareholder may cast or authorize the casting of a vote by filing a written appointment of a proxy with an officer of the Trust at or before the meeting at which the appointment is to be effective. A Shareholder may also authorize the casting of a vote by proxy pursuant to telephonic or electronically transmitted instructions (including, without limitation, instructions transmitted over the Internet) obtained pursuant to procedures which are reasonably designed to verify that such instructions have been authorized by such Shareholder. The appointment of a proxy is valid for eleven months, unless a longer period is expressly provided in the appointment. No appointment is irrevocable unless the appointment is coupled with an interest in the Shares or in the Trust. Any copy, facsimile telecommunication or other reliable reproduction of a proxy may be substituted for or used in lieu of the original proxy for any and all purposes for which the original proxy could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original proxy or the portion thereof to be returned by the Shareholder.
Section 1.03. Closing of Transfer Books and Fixing Record Dates. For the purpose of determining the Shareholders who are entitled to notice of or to vote or act at any meeting, including any adjournment thereof, or who are entitled to participate in any dividends, or for any
other proper purpose, the Trustees may from time to time close the transfer books or fix a record date in the manner provided in Section 10.4 of the Declaration. If the Trustees do not prior to any meeting of Shareholders so fix a record date or close the transfer books, then the date of mailing notice of the meeting or the date upon which the dividend resolution is adopted, as the case may be, shall be the record date.
Section 1.04. Inspectors of Election. In advance of any meeting of Shareholders, the Trustees may appoint Inspectors of Election to act at the meeting or any adjournment thereof. If Inspectors of Election are not so appointed, the Chairman, if any, of any meeting of Shareholders may, and on the request of any Shareholder or his proxy shall, appoint Inspectors of Election of the meeting. The number of Inspectors shall be either one or three. If appointed at the meeting on the request of one or more Shareholders or proxies, a majority of Shares present shall determine whether one or three Inspectors are to be appointed, but failure to allow such determination by the Shareholders shall not affect the validity of the appointment of Inspectors of Election. In case any person appointed as Inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Trustees in advance of the convening of the meeting or at the meeting by the person acting as chairman. The Inspectors of Election shall determine the number of Shares outstanding, the Shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, shall receive votes, ballots or consents, shall hear and determine all challenges and questions in any way arising in connection with the right to vote, shall count and tabulate all votes or consents, determine the results, and do such other acts as may be proper to conduct the election or vote with fairness to all Shareholders. If there are three Inspectors of Election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. On request of the Chairman, if any, of the meeting, or of any Shareholder or his proxy, the Inspectors of Election shall make a report in writing of any challenge or question or matter determined by them and shall execute a certificate of any facts found by them.
Section 1.05. Records at Shareholder Meetings. At each meeting of the Shareholders there shall be open for inspection the minutes of the last previous Shareholder Meeting of the Trust and a list of the Shareholders of the Trust, certified to be true and correct by the Secretary or other proper agent of the Trust, as of the record date of the meeting or the date of closing of transfer books, as the case may be. Such list of Shareholders shall contain the name of each Shareholder in alphabetical order and the address of and number of Shares owned by such Shareholder. Shareholders shall have such other rights and procedures of inspection of the books and records of the Trust as are granted to shareholders of a Massachusetts business corporation.
ARTICLE II.
Trustees
Section 2.01. Annual and Regular Meetings. The Trustees shall hold an annual meeting for the election of officers and the transaction of other business which may come before such meeting, on such date as shall be fixed by the Trustees from time to time. Regular meetings of
the Trustees may be held without call or notice at such place or places and times as the Trustees may by resolution provide from time to time.
Section 2.02. Special Meetings. Special Meetings of the Trustees shall be held upon the call of the Chairman, if any, the President, the Secretary or any two Trustees, at such time, on such day, and at such place as shall be designated in the notice of the meeting.
Section 2.03. Notice. Notice of a meeting shall be give by mail or by telegram (which term shall include a cablegram) or delivered personally. If notice is given by mail, it shall be mailed not later than 48 hours preceding the meeting and if given by telegram or personally, such telegram shall be sent or delivery made not later than 48 hours preceding the meeting. Notice by telephone shall constitute personal delivery for these purposes. Notice of a meeting of Trustees may be waived before or after any meeting by signed written waiver. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Trustees need be stated in the notice or waiver of notice of such meeting, and no notice need be given of action proposed to be taken by unanimous written consent. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.
Section 2.04. Chairman; Records. The Chairman, if any, shall act as chairman at all meetings of the Trustees; in his absence the President shall act as chairman; and, in the absence of the Chairman and the President, the Trustees present shall elect one of their number to act as temporary chairman. The results of all actions taken at a meeting of the Trustees, or by unanimous written consent of the Trustees, shall be recorded by the Secretary.
ARTICLE III.
Officers
Section 3.01. Officers of the Trust. The officers of the Trust shall consist of a Chairman, if any, a President, a Secretary, a Treasurer and such other officers or assistant officers, including Vice-Presidents, as may be elected by the Trustees, or in the case of assistant officers, as may be appointed by the President. Any two or more of the offices may be held by the same person, except that the same person may not be both President and Secretary. The Trustees may designate a Vice-President as an Executive Vice-President an may designate the order in which the other Vice-Presidents may act. The Chairman and the President shall be Trustees, but no other officer of the Trust need be a Trustee.
Section 3.02. Election and Tenure. At the initial organizational meeting and thereafter at each annual meeting of the Trustees, the Trustees shall elect the Chairman, if any, President, Secretary, Treasurer and such other officers as the Trustees shall deem necessary or appropriate in order to carry out the business of the Trust. Such officers shall hold office until the next annual meeting of the Trustees and until their successors have been duly elected and qualified. The Trustees may fill any vacancy in office or add any additional officers at any time.
Section 3.03. Removal of Officers. Any officer may be removed at any time, with or without cause, by action of a majority of the Trustees. This provision shall not prevent the making of a contract of employment for a definite term with any officer and shall have no effect upon any cause of action which any officer may have as a result of removal in breach of a contract of employment. Any officer may resign at any time by notice in writing signed by such officer and delivered or mailed to the Chairman, if any, President, or Secretary, and such resignation shall take effect immediately upon receipt by the Chairman, if any, President, or Secretary, or at a later date according to the terms of such notice in writing.
Section 3.04. Bonds and Surety. Any officer may be required by the Trustees to be bonded for the faithful performance of his duties in such amount and with such sureties as the Trustees may determine.
Section 3.05. Chairman, President, and Vice-Presidents. The Chairman, if any, shall, if present, preside at all meetings of the Shareholders and of the Trustees and shall exercise and perform such other powers and duties as may from time to time be assigned to him by the Trustees. Subject to such supervisory powers, if any, as may be given by the Trustees to the Chairman, if any, the President shall be the chief executive officer of the Trust and, subject to the control of the Trustees, shall have general supervision, direction and control of the business of the Trust and of its employees and shall exercise such general powers of management as are usually vested in the office of president of a corporation. In the absence of the Chairman, if any, the President shall preside at all meetings of the Shareholders and of the Trustees. The President shall be, ex-officio, a member of all standing committees, except as otherwise provided in the resolutions or instruments creating any such committees. Subject to direction of the Trustees, the Chairman, if any, and the President shall each have power in the name and on behalf of the Trust to execute any and all loan documents, contracts, agreements, deeds, mortgages, and other instruments in writing, and to employ and discharge employees and agents of the Trust. Unless otherwise directed by the Trustees, the Chairman, if any, and the President shall each have full authority and power, on behalf of all of the Trustees, to attend and to act and to vote, on behalf of the Trust at any meetings of business organizations in which the Trust holds an interest, or to confer such powers upon any other persons, by executing any proxies duly authorizing such persons. The Chairman, if any, and the President shall have such further authorities and duties as the Trustees shall from time to time determine. In the absence or disability of the President, the Vice-Presidents in order of their rank as fixed by the Trustees or, if more than one and not ranked, the Vice President designated by the Trustees, shall perform all of the duties of the President, and when so acting shall have all the powers of and be subject to all of the restrictions upon the President. Subject to the direction of the Trustees, and of the President, each Vice-President shall have the power in the name and on behalf of the Trust to execute any and all loan documents, contracts, agreements, deeds, mortgages and other instruments in writing, and, in addition, shall have such other duties and powers as shall be designated from time to time by the Trustees or by the President.
Section 3.06. Secretary. The Secretary shall keep the minutes of all meetings of, and record all votes of, Shareholders, Trustees and the Executive Committee, if any. He shall be
custodian of the seal of the Trust, if any, and he (and any other person so authorized by the Trustees) shall affix the seal or, if permitted, a facsimile thereof, to any instrument executed by the Trust which would be sealed by a Massachusetts corporation executing the same or a similar instrument and shall attest the seal and the signature or signatures of the officer of officers executing such instrument on behalf of the Trust. The Secretary shall also perform any other duties commonly incident to such office in a Massachusetts business corporation, and shall have such other authorities and duties as the Trustees shall from time to time determine.
Section 3.07. Treasurer. Except as otherwise directed by the Trustees, the Treasurer shall have the general supervision of the monies, funds, securities, notes receivable and other valuable papers and documents of the Trust, and shall have and exercise under the supervision of the Trustees and of the President all powers and duties normally incident to his office. He may endorse for deposit or collection all notes, checks and other instruments payable to the Trust or to its order. He shall deposit all funds of the Trust in such depositories as the Trustees shall designate. He shall be responsible for such disbursement of the funds of the Trust as may be ordered by the Trustees or the President. He shall keep accurate account of the books of the Trust's transactions which shall be the property of the Trust, and which together with all other property of the Trust in his possession, shall be subject at all times to the inspection and control of the Trustees. Unless the Trustees shall otherwise determine, the Treasurer shall be the principal accounting officer of the Trust and shall also be the principal financial officer of the Trust. He shall have such other duties and authorities as the Trustees shall from time to time determine. Notwithstanding anything to the contrary herein contained, the Trustees may authorize any adviser, administrator, manager or transfer agent to maintain bank accounts and deposit and disburse funds of the Trust.
Section 3.08. Other Officers and Duties. The Trustees may elect such other officers and assistant officers as they shall from time to time determine to be necessary or desirable in order to conduct the business of the Trust. In addition, the President may appoint such assistant officers as he shall from time to time determine to be necessary or desirable in order to conduct the business of the Trust. Assistant officers shall act generally in the absence of the officer whom they assist and shall assist that officer in the duties of his office. Each officer, employee and agent of the Trust shall have such other duties and authority as may be conferred upon him by the Trustees or delegated to him by the President.
ARTICLE IV.
Miscellaneous
Section 4.01. Custodians. In accordance with Section 7.1 of the Declaration, the funds of the Trust shall be deposited with such custodian or custodians as the Trustees shall designate and shall be drawn out on checks, drafts or other orders signed by such officer, officers, agent or agents (including any adviser, administrator or manager), as the Trustees may from time to time authorize.
Section 4.02. Signatures. All contracts and other instruments shall be executed on behalf of the Trust by such officer, officers, agent or agents, as provided in these By-Laws or as the Trustees may from time to time by resolution provide.
Section 4.03. Seal. The seal of the Trust, if any, may be affixed to any document, and the seal and its attestation may be lithographed, engraved or otherwise printed on any document with the same force and effect as if it had been imprinted and attested manually in the same manner and with the same effect as if done by a Massachusetts business corporation.
ARTICLE V.
Share Certificates and Share Transfers
Section 5.01. Share Certificates. Each holder of Shares of the Trust shall be entitled upon request to have a certificate or certificates, in such form as shall be approved by the Trustees, representing the number of Shares owned by him, provided, however, that certificates for fractional Shares shall not be delivered in any case. The certificates representing Shares shall be signed by or in the name of the Trust by the President or a Vice-President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer and sealed with the seal of the Trust. Any or all of the signatures or the seal on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate shall be issued, it may be issued by the Trust with the same effect as if such officer, transfer agent or registrar were still in office at the date of issue.
Section 5.02. Transfer Agents, Registrars and the Like. As provided in
Section 6.6 of the Declaration, the Trustees shall have authority to employ
and compensate such transfer agents and registrars with respect to the Shares of
the Trust as the Trustees shall deem necessary or desirable and may require all
certificates for Shares to bear the signature or signatures of any of them. In
addition, the Trustees shall have power to employ and compensate such dividend
disbursing agents, warrant agents and agents for the reinvestment of dividends
as they shall deem necessary or desirable. Any of such agents shall have such
power and authority as is delegated to any of them by the Trustees.
Section 5.03. Transfer of Shares. The Shares of the Trust shall be transferable on the books of the Trust only upon delivery to the Trustees or a transfer agent of the Trust of proper documentation as provided in Section 6.7 of the Declaration, and on surrender of the certificate or certificates, if issued, for such Shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of all taxes thereon. The Trust, or its transfer agents, shall be authorized to refuse any transfer unless and until presentation of such evidence as may be reasonably required to show that the requested transfer is proper.
Section 5.04. Registered Shareholders. The Trust may deem and treat the holder of record of any Share as the absolute owner thereof for all purposes and shall not be required to take any notice of any right or claim of right of any other person.
Section 5.05. Regulations. The Trustees may make such additional rules and regulations, not inconsistent with these By-Laws, as they may deem expedient concerning the issue, transfer and registration of certificates for Shares of the Trust.
Section 5.06. Lost, Destroyed or Mutilated Certificates. The holder of any certificate representing Shares of the Trust shall immediately notify the Trust of any loss, destruction or mutilation of such certificate, and the Trust may issue a new certificate in the place of any certificate theretofore issued by it which the owner thereof shall allege to have been lost or destroyed or which shall have been mutilated, and the Trustees may, in their discretion, require such owner or his legal representatives to give the Trust a bond in such sum, limited or unlimited, and in such form and with such surety or sureties, as the Trustees in their absolute discretion shall determine, to indemnify the Trust against any claim that may be made against it on account of the alleged loss or destruction of any such certificate, or issuance of a new certificate. Anything herein to the contrary notwithstanding, the Trustees in their absolute discretion, may refuse to issue any such new certificates, except pursuant to legal proceedings under the laws of the Commonwealth of Massachusetts.
ARTICLE VI.
Amendment of By-Laws
Section 6.01. Amendment and Repeal of By-Laws. In accordance with Section 2.7 of the Declaration, the Trustees shall have the power to alter, amend or repeal the By-Laws or adopt new By-Laws at any time. Action by the Trustees with respect to the By-Laws shall be taken by an affirmative vote of a majority of the Trustees. The Trustees shall in no event adopt By-Laws which are in conflict with the Declaration, and any apparent inconsistency shall be construed in favor of the related provisions in the Declaration.
The Declaration establishing Merrill Lynch EuroFund, a copy of which,
together with all amendments thereto, is on file in the office of the Secretary
of the Commonwealth of Massachusetts, provides that the name "Merrill Lynch
EuroFund" refers to the Trustees under the Declaration collectively as Trustees,
but not as individuals or personally; and no Trustee, shareholder, officer,
employee or agent of Merrill Lynch EuroFund shall be held to any personal
liability, nor shall resort be had to their private property for the
satisfaction of any obligation or claim or otherwise in connection with the
affairs of said Merrill Lynch EuroFund but the "Trust Property" only shall be
liable.
Exhibit 4(b)
SUPPLEMENT TO INVESTMENT ADVISORY AGREEMENT
WITH
MERRILL LYNCH ASSET MANAGEMENT
As of January 1, 1994 Merrill Lynch Investment Management, Inc. d/b/a Merrill Lynch Asset Management was reorganized as a limited partnership, formally known as Merrill Lynch Asset Management, L.P. and continuing to do business under the name Merrill Lynch Asset Management ("MLAM"). The general partner of MLAM is Princeton Services, Inc. and the limited partners are Merrill Lynch Investment Management, Inc. and Merrill Lynch & Co., Inc. Pursuant to Rule 202 (a)(1)-1 under the Investment Advisers Act of 1940 and Rule 2a-6 under the Investment Company Act of 1940 such reorganization did not constitute an assignment of this investment advisory agreement since it did not involve a change of control or management of the investment adviser. Pursuant to the requirements of Section 205 of the Investment Advisers Act of 1940, however, Merrill Lynch Asset Management hereby supplements this investment advisory agreement by undertaking to advise you of any change in the membership of the partnership within a reasonable time after any such change occurs.
By /s/ Arthur Zeikel ---------------------- Dated: January 3, 1994 |
Exhibit 8(a)(2)
AMENDMENT
TO THE
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
WHEREAS, Financial Data Services, Inc. ("FDS") and Merrill Lynch EuroFund (the "Fund"), on behalf of itself and certain of its series, entered into a Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreement effective October 5, 1987 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to reflect changes in compensation payable to FDS for certain services under the Agreement.
NOW, THEREFORE, FDS and 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 amended to read in its entirety: "Notwithstanding anything in the foregoing provisions of this paragraph, FDS agrees to perform its functions thereunder subject to such modification, delegation, or assignment (whether in respect of particular cases or in any particular class of cases) as may from time to time be agreed in a writing signed by both parties."
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 as of July 1, 2001.
IN WITNESS HEREOF, the parties hereto have executed this Amendment as of this first day of July 2001.
By: /s/ Terry K. Glenn -------------------------- Name: Terry K. Glenn -------------------------- Title: President -------------------------- |
FINANCIAL DATA SERVICES, INC.
By: /s/ Sharon L. Hockersmith ---------------------------- Sharon L. Hockersmith Vice President |
Amended and Restated Schedule of Fees
Transfer Agency and Record-keeping Fees:
The Fund shall pay monthly the following transfer agency and record-keeping fees to FDS, unless otherwise noted:
Annual Account Fee Distribution Channel Class A & D Class B & C Proprietary Retail/1/ $16 $19 Third Party/2/ $16 $19 Direct Account $20 $23 MFA ERISA/3/ 0.10% 0.10% BIS Recordkept Plans/4/ $16 $19 BISYS Recordkept Plans/5/ $19 $19 Paychex Recordkept Plans/6/ $16 $19 |
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 held in the MLPF&S MFA (Mutual Fund Advisor) program or any other program requiring equalization under ERISA. Fees are calculated based on daily average assets.
4. Shares are sold to participants of a Corporate or Institutional Market Plan, as that term is defined by Merrill Lynch Benefits and Investment Solutions ("BIS"). This category generally includes plans with more than $3 million in total plan assets that are recordkept by Merrill Lynch.
5. Shares are sold to participants of a Plan for which BISYS Plan Services, L.P. is the record-keeper pursuant to certain agreements with Merrill Lynch.
6. Shares are sold to participants of a Plan for which Paychex, Inc. is the record-keeper pursuant to certain agreements with Merrill Lynch.
7. Fees apply to accounts that are active for any portion of a month.
Out-of-Pocket Expenses:
The Fund shall reimburse all out-of-pocket costs incurred by FDS in the performance of this Agreement, including but not limited to:
. Proxies, proxy solicitation and tabulation costs;
. All forms and statements used by FDS in communicating with shareholders of
the Fund or specially prepared for use in connection with its services
hereunder;
. Postage;
. Special mail processing expenses (including, but not limited to, postal
presort, householding, exception extract, and duplicate elimination);
. Envelopes, stationary, forms, blank checks, stock certificates and
supplies;
. Record storage and retrieval;
. Telephone (local and long distance);
. Pre-authorized checks;
. Returned check fees/charges and other similar fees/charges;
. Handling costs or similar supplemental charges imposed by any third-party
vendor delivering goods and services related to the Agreement;
. Fed wire charges, excluding wires to/from Fund custody accounts; and
. 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 merger or liquidation. Fees and expense reimbursements in connection with extraordinary services will be mutually agreed by the parties prior to the performance of such services.
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 EuroFund (the "Fund"), on behalf of itself 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, and 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 inspection 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 as of January 1, 2003.
IN WITNESS HEREOF, the parties hereto have executed this Amendment as of this 1st day of January, 2003.
MERRILL LYNCH EUROFUND
/s/ Donald C. Burke By:_____________________________ Donald C. Burke Treasurer |
FINANCIAL DATA SERVICES, INC.
/s/ Sharon L. Hockersmith By:_____________________________ 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:
Distribution Channel Annual Account Fee/6/ Class A, D, I & R Class B & C 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 $19 |
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:
. 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.
. Postage
. Special Mail processing expenses, including, but not limited to,
postal presort, householding, exception extract, and duplicate
elimination)
. Envelopes/stationery
. Record storage and retrieval
. Telephone (local and long distance)
. Pre-authorized checks
. Returned check fees/charges and other similar fees/charges
. Handling costs or similar supplemental charges imposed by ADP or
other vendor delivering goods and services related to the Agreement
. Fed wire charges, excluding wires to/from Fund custody accounts
. Forms
. 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 expense 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. 21 to Registration Statement No. 33-4026 on Form N-1A of our report dated December 11, 2002 appearing in the October 31, 2002 Annual Report of Merrill Lynch EuroFund in the Statement of Additional Information which is part of this Registration Statement. We also consent to the reference to us under the caption "Financial Highlights" in the Prospectus, which is part of such Registration Statement.
/s/ Deloitte & Touche LLP Princeton, New Jersey February 20, 2003 |