Securities Act File No. 2-97095
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | [X] | |
Pre-Effective Amendment No. | [ ] | |
Post-Effective Amendment No. 17 | [X] | |
and/or | ||
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | [X] | |
Amendment No. 19 | [X] | |
(Check appropriate box or boxes) |
Merrill Lynch Natural Resources Trust*
800 Scudders Mill Road, Plainsboro, New Jersey 08536
Registrants Telephone Number, including Area Code: (609) 282-2800
Terry K. Glenn
Copies to:
Counsel for the Trust | Michael J. Hennewinkel, Esq. | |
BROWN & WOOD LLP | MERRILL LYNCH | |
One World Trade Center | INVESTMENT MANAGERS | |
New York, New York 10048-0557 | P.O. Box 9011 | |
Attention: Thomas R. Smith, Jr., Esq. | Princeton, New Jersey 08543-9011 | |
Frank P. Bruno, Esq. |
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.
* Formerly Merrill Lynch Global Resources Trust
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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Merrill Lynch Natural Resources Trust at a Glance | 3 | |
Risk/ Return Bar Chart | 5 | |
Fees and Expenses | 7 | |
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DETAILS ABOUT THE TRUST | ||
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How the Trust Invests | 9 | |
Investment Risks | 12 | |
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YOUR ACCOUNT | ||
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Merrill Lynch Select Pricing SM System | 20 | |
How to Buy, Sell, Transfer and Exchange Shares | 25 | |
Participation in Fee-Based Programs | 30 | |
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MANAGEMENT OF THE TRUST | ||
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Merrill Lynch Investment Managers | 33 | |
Financial Highlights | 34 | |
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FOR MORE INFORMATION | ||
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Shareholder Reports Back Cover | Back Cover | |
Statement of Additional Information | Back Cover |
Equity Securities securities, like common stock and securities convertible into common stock, representing ownership of a company or securities whose price is linked to the value of securities that represent company ownership.
What is the Trusts investment objective?
The investment objective of the Trust is to seek long-term growth of capital and to protect the purchasing power of shareholders capital by investing in a portfolio of equity securities of domestic and foreign companies with substantial natural resource assets.
What are the Trusts main investment strategies?
The Trust invests primarily in equity securities of companies with substantial natural resource assets. The Trust normally invests in a portfolio consisting of companies in a variety of natural resource-related sectors, such as energy, chemicals, paper, mining, steel or agriculture. The Trust focuses on investments in companies that provide exposure to commodities where existing, and projected, capacity is forecast to approach levels that represent full utilization of that capacity based upon supply and demand forecasts for the commodity. Under certain economic circumstances, however, the Trust may concentrate its investments in one or more of these sectors (although the Trust will not invest more than 25% of its assets in any one industry within a sector). The Trust is a non-diversified fund, which means that it can invest more of its assets in fewer companies than other funds. The Trust will normally invest in both U.S. and non-U.S. companies, and in securities denominated in both U.S. dollars and foreign currencies.
What are the main risks of investing in the Trust?
As with any mutual fund, the value of the Trusts investments and therefore the value of Trust shares may fluctuate. These changes may occur because a particular stock or stock market in which the Trust invests is rising or falling. Also, Trust management may select securities that underperform the stock market or other trusts with similar investment objectives and strategies. Also, when interest rates go up, the value of debt securities goes down. If the value of the Trusts investments goes down, you may lose money.
As a sector fund investing in companies with natural resource assets, the Trust is subject to the risks associated with natural resource investments in addition to the general risk of the stock market. This means the Trust is more vulnerable to the price movements of natural resources and factors that particularly affect the mining, energy, chemicals, paper, steel or agriculture sectors more than a more broadly diversified mutual fund. Because the Trust invests primarily in companies with natural resource assets, there is the risk that the Trust will perform poorly during a downturn in natural resource
prices. The Trust should be considered a vehicle for diversification and should not be considered a balanced investment program by itself.
The Trust may invest most of its assets in non-U.S. 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. securities. These risks are greater for investments in emerging markets.
The Trust is a non-diversified fund, which means that it may invest more of its assets in the securities of a single issuer than if it were a diversified fund. If the Trust invests in a smaller number of issuers, the Trusts risk is increased because developments affecting an individual issuer have a greater impact on the Trusts performance. This helps the Trusts performance when its investments are successful, but hurts the Trusts performance when its investments are unsuccessful.
We cannot guarantee that the Trust will achieve its investment objective.
Who should invest?
The Trust may be an appropriate investment for you if you:
| Are looking for capital appreciation for long term goals, such as retirement or funding a childs education | ||
| Want a professionally managed portfolio | ||
| Are looking to invest in a portfolio comprised primarily of natural resource assets and are willing to accept the risks associated with investment in that industry sector | ||
| Are looking for exposure to a variety of foreign markets | ||
| Are willing to accept the risks of foreign investing in order to seek long-term growth of capital | ||
| Are not looking for a significant amount of current income |
The bar chart and table shown below provide an indication of the risks of investing in the Trust. The bar chart shows changes in the Trusts performance for Class B shares for each of the past ten calendar years. Sales charges are not reflected in the bar chart. If these amounts were reflected, returns would be less than those shown. The table compares the average annual total returns for each class of the Trusts shares for the periods shown with those of the S&P 500 Index, Lipper Gold Oriented Funds Group Average, the Lipper Natural Resources Funds Group Average and the Morgan Stanley Capital International (MSCI) Natural Resources Index. How the Trust performed in the past is not necessarily an indication of how the Trust will perform in the future.
Average Annual Total Returns | ||||||||||||
(for the calendar year | Past | Past | Past Ten Years/ | |||||||||
ended) December 31, 1999 | One Year | Five Years | Since Inception | |||||||||
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Merrill Lynch Natural Resources Trust A | 19.31 | % | 2.45 | % | 3.01 | % | ||||||
S&P 500* | 21.04 | % | 28.54 | % | 18.20 | % | ||||||
Lipper Gold Oriented Funds Group Average** | 4.57 | % | -10.93 | % | -5.91 | % | ||||||
Lipper Natural Resources Funds Group Average*** | 29.79 | % | 8.47 | % | 6.39 | % | ||||||
MSCI Natural Resources Index**** | 24.60 | % | 12.00 | % | 8.09 | % | ||||||
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Merrill Lynch Natural Resources Trust B | 20.69 | % | 2.49 | % | 2.50 | % | ||||||
S&P 500* | 21.04 | % | 28.54 | % | 18.20 | % | ||||||
Lipper Gold Oriented Funds Group Average** | 4.57 | % | -10.93 | % | -5.91 | % | ||||||
Lipper Natural Resources Funds Group Average*** | 29.79 | % | 8.47 | % | 6.39 | % | ||||||
MSCI Natural Resources Index**** | 24.60 | % | 12.00 | % | 8.09 | % | ||||||
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Merrill Lynch Natural Resources Trust C | 23.67 | % | 2.48 | % | 1.41 | %# | ||||||
S&P 500* | 21.04 | % | 28.54 | % | 27.19 | %## | ||||||
Lipper Gold Oriented Funds Group Average** | 4.57 | % | -10.93 | % | -12.16 | %### | ||||||
Lipper Natural Resources Funds Group Average*** | 29.79 | % | 8.47 | % | 6.71 | %### | ||||||
MSCI Natural Resources Index**** | 24.60 | % | 12.00 | % | 10.34 | %### | ||||||
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Merrill Lynch Natural Resources Trust D | 19.11 | % | 2.20 | % | 1.17 | %# | ||||||
S&P 500* | 21.04 | % | 28.54 | % | 27.19 | %## | ||||||
Lipper Gold Oriented Funds Group Average** | 4.57 | % | -10.93 | % | -12.16 | %### | ||||||
Lipper Natural Resources Funds Group Average*** | 29.79 | % | 8.47 | % | 6.71 | %### | ||||||
MSCI Natural Resources Index**** | 24.60 | % | 12.00 | % | 10.34 | %### | ||||||
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| Includes sales charge. |
* | The S&P 500® is the Standard & Poors Composite Index of 500 Stocks, a widely recognized, unmanaged index of common stock prices. Past performance is not predictive of future performance. |
** | The Lipper Gold Oriented Funds Group Average is an index of all US mutual funds classified as gold-related funds. Past performance is not predictive of future performance. |
*** | The Lipper Natural Resources Funds Group Average is an index of all US mutual funds classified as natural resource-related funds. Past performance is not predictive of future performance. |
**** | The MSCI Natural Resources Index is an index of all global securities classified as natural resources-related securities. This unmanaged broad base index, comprised of common stocks. Past performance is not predictive of future performance. |
| This performance does not reflect the effect of conversion of Class B shares to Class D shares after approximately eight years. |
| As a result of the implementation of the Merrill Lynch Select Pricing SM System, Class A shares outstanding prior to October 21, 1994 were redesignated as Class D shares. Historical performance information pertaining to these shares is included here. |
# | Inception date is October 21, 1994. |
## | Since October 21, 1994. |
### | Since October 31, 1994. |
Trust investors pay various fees and expenses, either directly or indirectly. Listed below are some of the main types of expenses, which the Trust may charge:
Expenses paid directly by the shareholder:
Shareholder Fees these include sales charges which you may pay when you buy or sell shares of the Trust.
Expenses paid indirectly by the shareholder:
Annual Trust Operating Expenses expenses that cover the costs of operating the Trust.
Investment Advisory Fee a fee paid to the Investment Adviser for managing the Trust.
The Trust offers four different classes of shares. Although your money will be invested the same way no matter which class of shares you buy, there are differences among the fees and expenses associated with each class. Not everyone is eligible to buy every class. After determining which classes you are eligible to buy, decide which class best suits your needs. Your Merrill Lynch Financial Consultant can help you with this decision.
This table shows the different fees and expenses that you may pay if you buy and hold the different classes of shares of the Trust. Future expenses may be greater or less than those indicated below.
Shareholder Fees (fees paid directly from | ||||||||
your investment)(a): | Class A | Class B(b) | Class C | Class D | ||||
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Maximum Sales Charge (Load) imposed on purchases (as a percentage of offering price) | 5.25%(c) | None | None | 5.25%(c) | ||||
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Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is lower) | None(d) | 4.0%(c) | 1.0%(c) | None(d) | ||||
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Maximum Sales Charge (Load) imposed on Dividend Reinvestments | None | None | None | None | ||||
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Redemption Fee | None | None | None | None | ||||
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Exchange Fee | None | None | None | None | ||||
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Annual Fund Operating Expenses (expenses that are deducted from Fund assets): | ||||||||
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Investment Advisory Fee | 0.60% | 0.60% | 0.60% | 0.60% | ||||
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Distribution and/or Service (12b-1) Fees(e) | None | 1.00% | 1.00% | 0.25% | ||||
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Other Expenses (including transfer agency fees)(f) | 0.56% | 0.61% | 0.61% | 0.57% | ||||
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Total Annual Fund Operating Expenses | 1.16% | 2.21% | 2.21% | 1.42% | ||||
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(a) | In addition, Merrill Lynch may charge clients a processing fee (currently $5.35) when a client buys or sells shares. See How to Buy, Sell, Transfer and Exchange Shares. |
(b) | Class B shares automatically convert to Class D shares about eight years after you buy them and will no longer be subject to distribution fees. |
(c) | Some investors may qualify for reductions in the sales charge (load). |
(d) | You may pay a deferred sales charge if you purchase $1 million or more and you redeem within one year. |
(e) | The Trust calls the Service Fee an Account Maintenance Fee. Account Maintenance Fee is the term used in this Prospectus and in all other Trust materials. If you hold Class B or Class C shares for a long time, it may cost you more in distribution (12b-1) fees than the maximum sales charge that you would have paid if you had bought one of the other classes. |
(f) | The Trust pays the Transfer Agent $11.00 for each Class A and Class D shareholder account and $14.00 for each Class B and Class C shareholder account and reimburses the Transfer Agents out-of-pocket expenses. The Trust pays a 0.10% fee for certain accounts that participate in the Merrill Lynch Mutual Fund Advisor program. The Trust also pays a $0.20 monthly closed account charge, which is assessed upon all accounts that close during the year. This fee begins the month following the month the account is closed and ends at the end of the calendar year. For the fiscal year ended July 31, 2000, the Trust paid the Transfer Agent fees totaling $161,914. The Investment Adviser provides accounting services to the Trust at its cost. For the fiscal year ended July 31, 2000, the Trust reimbursed the Investment Adviser $47,722 for these services. |
These examples are intended to help you compare the cost of investing in the Trust with the cost of investing in other mutual funds.
These examples assume that you invest $10,000 in the Trust for the time periods indicated, that your investment has a 5% return each year, that you pay the sales charges, if any, that apply to the particular class and that the Trusts operating expenses remain the same. This assumption is not meant to indicate you will receive a 5% annual rate of return. Your annual return may be more or less than the 5% used in this example. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
EXPENSES IF YOU DID REDEEM YOUR SHARES:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
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Class A | $ | 637 | $ | 874 | $ | 1,130 | $ | 1,860 | ||||||||
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Class B | $ | 624 | $ | 891 | $ | 1,185 | $ | 2,355 | * | |||||||
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Class C | $ | 324 | $ | 691 | $ | 1,185 | $ | 2,544 | ||||||||
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Class D | $ | 662 | $ | 951 | $ | 1,261 | $ | 2,138 | ||||||||
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EXPENSES IF YOU DID NOT REDEEM YOUR SHARES:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
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Class A | $ | 637 | $ | 874 | $ | 1,130 | $ | 1,860 | ||||||||
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Class B | $ | 224 | $ | 691 | $ | 1,185 | $ | 2,355 | * | |||||||
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Class C | $ | 224 | $ | 691 | $ | 1,185 | $ | 2,544 | ||||||||
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Class D | $ | 662 | $ | 951 | $ | 1,261 | $ | 2,138 | ||||||||
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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. |
Robert M. Shearer has been the Portfolio Manager of the Trust since December 1997 and prior to that was an Associate Portfolio Manager of the Trust from September 1997. Mr. Shearer has been First Vice President of Merrill Lynch Investment Managers since January 1998 and prior to that was Vice President of Merrill Lynch Investment Managers from September 1997. From 1996 to 1997 he was a Vice President and an Assistant Portfolio Manager at David L. Babson and Company, incorporated. From 1993 to 1996 he was a Vice President/Sector Manager at Concert Capital Management.
ABOUT THE MANAGER
The Trust is managed by Merrill Lynch Investment Managers.
The Trust will invest in a portfolio primarily consisting of equity securities of U.S. and non-U.S. companies with substantial natural resource assets. Generally, a company has substantial natural resource assets when at least 50% of the non-current assets, capitalization, gross revenues or operating profits of the company in the most recent or current fiscal year are involved in or result from (directly or indirectly through subsidiaries), exploring, mining, refining, processing, fabricating, dealing in or owning natural resource assets. Examples of natural resource assets include precious metals ( e.g. , gold, silver and platinum), ferrous and nonferrous metals ( e.g. , iron, aluminum and copper), strategic metals ( e.g. , uranium and titanium), hydrocarbons ( e.g. , coal, oil and natural gas), timber land, underdeveloped real property and agricultural commodities. Equity securities consist of:
| Common stock | ||
| Preferred stock | ||
| Securities convertible into common stock | ||
| Rights to subscribe for common stock | ||
| Derivative securities, such as options, the value of which is based on a common stock or group of common stocks |
The Trust will focus on investments in common stock.
The Trust invests in companies with substantial natural resource assets. Trust management will consider a company to have substantial natural resource assets when, in the opinion of Trust management, the companys market value or profitability is significantly affected by changes in the value of a natural resource. The Trust will not invest directly in natural resource assets but may invest in derivative securities, such as options, the value of which are tied to the value of a natural resource asset. Under normal circumstances, the Trust will invest at least 65% of its assets in companies with substantial natural resource assets and asset-based securities (securities whose value is related to some natural resource asset) of issuers from at least three different countries (including the United States).
Trust management chooses securities using a combination of top down and bottom up investment styles. Top down means that the Trust seeks to allocate its investments to natural resource-related economic sectors the Trusts management believes have more favorable pricing power than other natural resource related sectors. Bottom up means that the Trust also selects investments based on managements assessment of the earning prospects of individual companies.
Price-to-Book Ratio price of a stock divided by its book value per share.
Price-to-Cash-Flow Ratio price of a stock divided by its total cash flow per share over a period.
When assessing individual companies, the Trust seeks to invest in companies that the Trusts management believes are relatively undervalued. A companys stock is undervalued when the stocks current price is less than what the Trust believes a share of the company is worth. A companys worth can be assessed by several factors, such as financial resources, value of tangible assets, rate of return on capital, quality or management, and overall business prospects. A companys stock may become undervalued when most investors fail to perceive the companys strengths in one or more of these areas. Trust management may also determine a company is undervalued if its stock price is down because of temporary factors from which Trust management believes the company will recover.
The Trust attempts to identify companies that are undervalued based on relative price-earnings , price-to-book , and price-to-cash-flow ratios . In seeking to identify such companies, Trust management considers which of the companies that meet its criteria would be most likely to benefit from the economic circumstances anticipated by Trust management.
The Trusts concentration in the securities of companies with substantial natural resource assets will expose the Trust to the price movements of natural resources to a greater extent than a more broadly diversified mutual fund. The Trust is vulnerable to the price movements of natural resources and factors that particularly affect the energy, chemicals, paper, mining, steel or agriculture sectors. Because the Trust invests primarily in these economic sectors, there is the risk that the Trust will perform poorly during an economic downturn or a slump in demand for natural resources. The Trust should be considered a vehicle for diversification and should not be considered a balanced investment program by itself.
The Trust can invest primarily in U.S. securities, primarily in foreign securities, or partly in U.S. securities and partly in foreign securities. The Trust may invest in foreign companies in developed markets, such as Canada and Australia, or in emerging markets, such as Asian or Latin American countries. Foreign securities involve special risks not present in U.S. investments that can increase the chances that the Trust will lose money.
The risks of foreign securities are typically much greater for emerging markets. Emerging market countries are often less politically and economically stable than developed countries, and more likely to suffer from serious adverse economic circumstances such as hyperinflation, currency devaluation or extremely high interest rate levels. In addition, reliable
The risks of foreign securities are typically much greater for emerging markets. Emerging market countries are often less politically and economically stable than developed countries, and more likely to suffer from serious adverse economic circumstances such as hyperinflation, currency devaluation or extremely high interest rate levels. In addition, reliable information about individual companies may be difficult to obtain in many emerging markets.
The Trust will invest in securities denominated in currencies other than the U.S. dollar. The Trusts return on investments denominated in foreign currencies will be effected by changes in currency exchange rates. The Trust may engage in currency transactions to seek to hedge against the risk of loss from changes in currency exchange rates, but Trust management cannot guarantee that it will be able to enter into such transactions or that such transactions will be effective.
The Trust may invest in asset-based securities. These are securities whose principal amount, redemption terms or conversion terms are related to the market price of some natural resource asset, such as gold bullion. The Trust will only purchase asset-based securities that are rated, or are issued by issuers that have outstanding debt obligations, rated investment grade or of issuers that the Investment Adviser has determined to be of similar creditworthiness. The Trust has no maturity restrictions. The Trust may also invest in asset-based securities, the potential return of which is based on the change in a specified commodity price. The Trust may, for example, invest in a debt security that pays a variable amount of interest or principal based on the current level of a natural resource commodity , such as gold or oil. The Trust may also invest in options. The Trust may, for example, write covered call options to partially hedge its portfolio against declining securities prices.
The Trust has no minimum holding period for investments, and will buy or sell securities whenever the Trusts management sees an appropriate opportunity.
This section contains a summary discussion of the general risks of investing in the Trust. As with any fund, there can be no guarantee that the Trust will meet its goals or that the Trusts performance will be positive for any period of time.
Market and Selection Risk Market risk is the risk that the stock market in one or more countries in which the Trust invests will go down in value, including the possibility that the market will go down sharply and unpredictably. Selection risk is the risk that the securities that Trust management selects will underperform the stock market or other funds with similar investment objectives and investment strategies.
Sector Risk Sector risk is the risk that the Funds concentration in the securities of natural resource-related companies will expose the Fund to the price movements of companies in that sector more than a more broadly diversified mutual fund. Because the Fund invests primarily in one sector, there is the risk that the Fund will perform poorly during a downturn in that sector. The Fund should be considered a vehicle for diversification and not a balanced investment program by itself.
Foreign Market Risk Since the Trust invests in foreign securities, it offers the potential for more diversification than an investment only in the United States. This is because securities traded on foreign markets have often (though not always) performed differently than securities in the United States. However, such investments involve special risks not present in U.S. investments that can increase the chances that the Trust will lose money. In particular, the Trust 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 Trust 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.
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 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
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 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.
Currency Risk Securities in which the Trust invests may be denominated or quoted in currencies other than the U.S. dollar. Changes in foreign currency exchange rates affect the value of the Trusts 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 foreign countries may have no laws or rules against insider trading. Insider trading occurs when a person buys or sells a companys securities based on nonpublic 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 standards, it may be harder for Trust 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 Trust can earn on its investments.
Certain Risks of Holding Trust Assets Outside the United States The Trust 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 Trusts 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 Trust 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 Trust can earn on its investments and typically results in a higher operating expense ratio for the Trust than 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 Trust to carry out transactions. If the Trust 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 Trust 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 Trust could be liable to that party for any losses incurred.
European Economic and Monetary Union (EMU) Certain European countries have entered into EMU in an effort to, among other things, reduce barriers between countries, increase competition among companies, reduce government subsidies in certain industries and reduce or eliminate currency fluctuations among these countries. EMU established a single common European currency (the euro) that was introduced on January 1, 1999 and is expected to replace the existing national currencies of all EMU participants by July 1, 2002. Certain securities (beginning with government and corporate bonds) have been redenominated in the euro, and are listed, trade and make dividend and other payments only in euros. Although EMU is generally expected to have a beneficial effect, it could negatively affect the Trust in a number of situations, including as follows:
| If the transition to euro, or EMU as a whole, does not proceed as planned, the Trusts investments could be adversely affected. For example, sharp currency fluctuations, exchange rate volatility and other disruptions of the markets could occur. | ||
| Withdrawal from EMU by a participating country could also have a negative effect on the Trusts investments, for example if securities redenominated in euros are transferred back into that countrys national currency. |
Borrowing and Leverage Risk The Trust may borrow for temporary emergency purposes including to meet redemptions. Borrowing may exaggerate changes in the net asset value of Trust shares and in the yield on the Trusts portfolio. Borrowing will cost the Trust interest expense and other fees. The cost of borrowing may reduce the Trusts return. Certain derivative securities that the Trust buys may create leverage including, for example, when issued securities, forward commitments, options and warrants.
Non-Diversification Risk The Trust is a non-diversified fund. If the Trust invests in securities of a smaller number of issuers, the Trusts risk is increased because developments affecting an individual issuer have a greater impact on the Trusts performance.
Securities Lending The Trust may lend securities to financial institutions that provide government securities 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 Trust may lose money and there may be a delay in recovering the loaned securities. The Trust could also lose money if it does not recover the securities and the value of the collateral falls. These events could trigger adverse tax consequences to the Trust.
Risks associated with certain types of securities in which the Trust may invest include:
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 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 underlying common stock.
Illiquid Securities The Trust may invest up to 15% of its net assets in illiquid securities, which are securities that the Trust cannot easily resell within seven days at current value or that have contractual or legal restrictions on resale. If the Trust buys illiquid securities it may be unable to quickly resell 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 may include private placement securities that the Trust 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 Trust may be unable to sell them on short notice or may be able to sell them only at a price below current value. The Trust may get only limited information about the issuer, so it may be less able to predict a loss. In addition, if Trust management receives material adverse nonpublic information about the issuer, the Trust will not be able to sell the security.
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.
Debt Securities Debt securities, such as bonds, involve credit risk. This is the risk that the borrower will not make timely payments of principal and interest. The degree of credit risk depends on the issuers financial condition and on the terms of the bonds. These securities are also subject to interest rate risk. This is the risk that the value of the security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.
Repurchase Agreements; Purchase and Sale Contracts The Trust may enter into certain types of repurchase agreements or purchase and sale contracts. Under a repurchase agreement, the seller agrees to repurchase a security (typically a security issued or guaranteed by the U.S. Government) at a mutually agreed upon time and price. This insulates the Trust from changes in the market value of the security during the period, except for currency fluctuations. A purchase and sale contract is similar to a repurchase agreement, but purchase and sale contracts provide that the purchaser receives any interest on the security paid during the period. If the seller fails to repurchase the security in either situation and the market value declines, the Trust may suffer delays and incur costs or even lose money in exercising its rights under the agreement.
Derivatives The Trust may use derivative instruments including options. Derivatives allow the Trust 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 Trust. | ||
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. |
The Trust may use derivatives for hedging purposes, including anticipatory hedges. Hedging is a strategy in which the Trust uses a derivative to offset the risk that other Trust holdings may decrease in value. While hedging can reduce losses, it can also reduce or eliminate gains if the market moves in a different manner than anticipated by the Trust 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 Trust, in which case any losses on the holdings being hedged may not be reduced. There can be no assurance that the Trusts hedging strategy will reduce risk or that hedging transactions will be either available or cost effective. The Trust is not required to use hedging and may choose not to do so.
Depositary Receipts The Trust may invest in securities of foreign issuers in the form of Depositary Receipts or other securities that are convertible into
If you would like further information about the Trust, including how it invests, please see the Statement of Additional Information.
The Trust offers four share classes, each with its own sales charge and expense structure, allowing you to invest in the way that best suits your needs. Each share class represents an ownership interest in the same investment portfolio. When you choose your class of shares you should consider the size of your investment and how long you plan to hold your shares. Your Merrill Lynch Financial Consultant can help you determine which share class is best suited to your personal financial goals.
For example, if you select Class A or D shares, you generally pay a sales charge at the time of purchase. If you buy Class D shares, you also pay an ongoing account maintenance fee of 0.25%. You may be eligible for a sales charge reduction or waiver.
Certain financial intermediaries may charge additional fees in connection with transactions in Trust shares.
The Investment Adviser, the Distributor or their affiliates may make payments out of their own resources to selected securities dealers and other financial intermediaries for providing services intended to result in the sale of Trust shares or for shareholder servicing activities.
If you select Class B or C shares, you will invest the full amount of your purchase price, but you will be subject to a distribution fee of 0.75% and an account maintenance fee of 0.25%. Because these fees are paid out of the Trusts assets on an ongoing basis, over time these fees increase the cost of your investment and may cost you more than paying an initial sales charge. In addition, you may be subject to a deferred sales charge when you sell Class B or C shares.
The Trusts shares are distributed by Merrill Lynch Funds Distributor, a division of FAM Distributors, Inc., an affiliate of Merrill Lynch.
Class A | Class B | Class C | Class D | |||||
|
||||||||
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. | ||||
|
||||||||
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 Trust. | No. Entire purchase price is invested in shares of the Trust. | Yes. Payable at time of purchase. Lower sales charges available for larger investments. | ||||
|
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Deferred Sales Charge? | No. (May be charged for purchases over $1 million that are redeemed within one year.) | Yes. Payable if you redeem within four 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.) | ||||
|
||||||||
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. |
||||
|
||||||||
Conversion to Class D shares? | No. | Yes, automatically after approximately eight years. | No. | No. | ||||
|
Letter of Intent
permits you to pay the sales
charge that would be applicable if you add up all shares of
Merrill Lynch Select Pricing
SM
System funds that you
agree to buy within a 13 month period. Certain restrictions
apply.
Class A and Class D
Shares Initial Sales Charge Options
If you select Class A or Class D shares, you will pay a
sales charge at the time of purchase.
Dealer
As a % of
As a % of
Compensation
Offering
Your
as a % of
Your Investment
Price
Investment*
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 Investment Adviser 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. |
No initial sales charge applies to Class A or Class D shares that you buy through reinvestment of dividends.
A reduced or waived sales charge on a purchase of Class A or Class D shares may apply for:
| 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 |
| Certain fee-based programs of Merrill Lynch and other financial intermediaries that have agreements with the Distributor or its affiliates. |
Only certain investors are eligible to buy Class A shares. Your Merrill Lynch Financial Consultant can help you determine whether you are eligible to buy Class A shares or to participate in any of these programs.
As a result of the implementation of the Merrill Lynch Select Pricing System, Class A shares of the Fund outstanding prior to October 21, 1994 were redesignated as Class D shares. The Class A shares offered here differ from the Class A shares offered prior to October 21, 1994, in many respects, including eligible investors, sales charges and exchange privileges.
If you decide to buy shares under the initial sales charge alternative and you are eligible to buy both Class A and Class D shares, you should buy Class A since Class D shares are subject to a 0.25% account maintenance fee, while Class A shares are not.
If you redeem Class A or Class D shares and within 30 days buy new shares of the same class, you will not pay a sales charge on the new purchase amount. The amount eligible for this Reinstatement Privilege may not exceed the amount of your redemption proceeds. To exercise the privilege, contact your Merrill Lynch Financial Consultant, other financial intermediary or the Trusts Transfer Agent at 1-800-MER-FUND.
Class B and Class C Shares Deferred Sales Charge Options
If you select Class B or Class C shares, you do not pay an initial sales charge at the time of purchase. However, if you redeem your Class B shares within four years after purchase or your Class C shares within one year after purchase, you may be required to pay a deferred sales charge. You will also pay distribution fees of 0.75% and account maintenance fees of 0.25% each year under distribution plans that the Trust has adopted under Rule 12b-1. Because these fees are paid out of the Trusts assets on an ongoing basis, over time these fees increase the cost of your investment and may cost you more than paying an initial sales charge. The Distributor uses the money that it receives from the deferred sales charges and the distribution fees to cover the costs of marketing, advertising and compensating the Merrill Lynch Financial Consultant, selected securities dealer or other financial intermediary who assists you in purchasing Trust shares.
Class B Shares
If you redeem Class B shares within four years after purchase, you may be charged a deferred sales charge. The amount of the charge gradually decreases as you hold your shares over time, according to the following schedule:
Years Since Purchase | Sales Charge* | |
|
||
0 1 | 4.00% | |
|
||
1 2 | 3.00% | |
|
||
2 3 | 2.00% | |
|
||
3 4 | 1.00% | |
|
||
4 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. 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. |
The deferred sales charge relating to Class B shares may be reduced or waived in certain circumstances, such as:
| 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 | ||
| 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, or in connection with involuntary termination of an account in which Trust shares are held | ||
| 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 Trusts eight year conversion schedule will apply. If you exchange your Class B shares in the Trust 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 Trust dividends. The deferred sales charge relative to Class C shares may be reduced or waived in connection with involuntary termination of an account in which Trust shares are held and withdrawals through the Merrill Lynch Systematic Withdrawal Plan.
Class C shares do not offer a conversion privilege.
The chart below summarizes how to buy, sell, transfer and exchange shares through Merrill Lynch, a selected securities dealer, broker, investment adviser, service provider or other financial intermediary. You may also buy shares through the Transfer Agent. To learn more about buying, selling,
Because of the high costs of maintaining smaller shareholder accounts, the Trust may redeem the shares in your account (without charging any deferred sales charge) if the net asset value of your account falls below $500 due to redemptions you have made. You will be notified that the value of your account is less than $500 before the Trust makes an involuntary redemption. You will then have 60 days to make an additional investment to bring the value of your account to at least $500 before the Trust takes any action. The involuntary redemption does not apply to retirement plans or Uniform Gifts or Transfers to Minors Act accounts.
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 21. Be sure to read this prospectus carefully. | ||
Next, determine the amount of your investment |
The minimum initial investment for the Trust is $1,000 for all
accounts except:
$250 for certain Merrill Lynch fee-based programs. $100 for retirement plans. (The minimums for initial investments may be waived under certain circumstances.) |
|||
Have your Merrill Lynch Financial Consultant, 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.
Purchase orders placed after that time will be priced at the net asset value determined on the next business day. The Trust may reject any order to buy shares and may suspend the sale of shares at any time. Merrill Lynch may charge a processing fee to confirm a purchase. This fee is currently $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
for all accounts except that retirement plans have a minimum
additional purchase of $1 and certain programs, such as automatic
investment plans, may have higher minimums.
(The minimum 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 Trust shares only to another securities dealer that has entered into an agreement with Merrill Lynch. 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. |
If You Want to | Your Choices | Information Important for You to Know | ||
Transfer Shares to Another Securities Dealer or Other Financial Intermediary (continued) | Transfer to a non-participating securities dealer or other financial intermediary |
You must either:
Transfer your shares to an account with the Transfer Agent; or Sell your shares, paying any applicable deferred sales charge. |
||
Sell Your Shares | Have your Merrill Lynch Financial Consultant, 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. Dealers must
submit redemption requests to the Trust not more than thirty
minutes after the close of business on the New York Stock
Exchange on the day the request was received.
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 Trust 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 Trust has collected payment for the purchase
of shares, the Trust 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. |
If You Want to | Your Choices | Information Important for You to Know | ||
Sell Shares Systematically | Participate in the Trusts Systematic Withdrawal Plan | You can choose to receive systematic payments from your Trust account either by check or through direct deposit to your bank account on a monthly or quarterly basis. If you hold your Trust shares in a Merrill Lynch CMA ® , CBA ® 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 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 Consultant or other financial intermediary for details. | ||
Exchange Your Shares | Select the fund into which you want to exchange. Be sure to read that funds prospectus |
You can exchange your shares of the Trust 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 of Trust shares 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 buy 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 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 apply. The time you hold Class B or 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 D shares for money market fund shares, you will receive Class A shares of Summit Cash Reserves Fund. Class B or C shares of the Trust will be exchanged for Class B shares of Summit. To exercise the exchange privilege contact your Merrill Lynch Financial Consultant 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. |
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 Trust 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. 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 Trust may trade on weekends or other days when the Trust does not price its shares. As a result, the Trusts net asset value may change on days when you will not be able to purchase or redeem the Trusts shares.
The Trust may accept orders from certain authorized financial intermediaries or their designees. The Trust 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 Trust 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, and Class D shares will have a higher net asset value than Class B or Class C shares. Also dividends paid on Class A and Class D shares will generally be higher than dividends paid on Class B and Class C shares because Class A and Class D shares have lower expenses.
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.
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
If you leave one of these programs, your shares may be redeemed or automatically exchanged into another class of Trust 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 Consultant, selected securities dealer or other financial intermediary.
It is the Trusts intention to distribute all of its net investment income, if any. Dividends from such net investment income are paid semi-annually. All net realized capital gains, if any, are distributed to the Trusts shareholders at least annually. The Trust may also pay a special distribution at the end of the calendar year to comply with Federal tax requirements. If your account is with Merrill Lynch and you would like to receive dividends in cash, contact your Merrill Lynch Financial Consultant. If your account is with the Transfer Agent and you would like to receive dividends in cash, contact the Transfer Agent. Capital gains may be taxable to you at different rates, depending, in part, on how long the Trust has held the assets sold.
You will pay tax on dividends from the Trust whether you receive them in cash or additional shares. If you redeem Trust shares or exchange them for shares of another fund, you generally will be taxed as having sold your shares and any gain on the transaction may be subject to tax. Capital gains are generally taxed at different rates than ordinary income dividends.
Unless your investment is in a tax deferred account, you may want to avoid buying shares shortly before the Trust pays a dividend. The reason? If you buy shares when a fund has realized but not yet distributed ordinary income or capital gains, you will pay the full price for the shares and then receive a portion of the price back in the form of a taxable dividend. Before investing you may want to consult your tax adviser.
If you are neither a lawful permanent resident nor a citizen of the United States or if you are a foreign entity, the Trusts ordinary income dividends (which include distributions of net short term capital gains) will generally be subject to a 30% U.S. withholding tax, unless a lower treaty rate applies.
Dividends and interest received by the Trust 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 Trust if certain requirements are met.
By law, the Trust must withhold 31% of your dividends and redemption proceeds 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 Trust. It is not a substitute for personal tax advice. Consult your personal tax adviser about the potential tax consequences of an investment in the Trust under all applicable tax laws.
Merrill Lynch Investment Managers, the Trusts Investment Adviser, manages the Trusts investments and its business operations under the overall supervision of the Trusts Board of Trustees. The Investment Adviser has the responsibility for making all investment decisions for the Trust. The Investment Adviser has a sub-advisory agreement with Merrill Lynch Asset Management U.K. Limited, an affiliate, under which the Investment Adviser may pay a fee for services it receives. The Trust pays the Investment Adviser a fee at the annual rate of 0.60% of the average daily net assets of the Trust.
Merrill Lynch Investment Managers was organized as an investment adviser in 1977 and offers investment advisory services to more than 40 registered investment companies. Merrill Lynch Investment Managers and its affiliates, (including Fund Asset Management) had approximately $571 billion in investment company and other portfolio assets under management as of September 2000. This amount includes assets managed for Merrill Lynch affiliates.
The Financial Highlights table is intended to help you understand the Trusts financial performance for the periods shown. Certain information reflects financial results for a single Trust share. The total returns in the table represent the rate an investor would have earned on an investment in the Trust (assuming reinvestment of all dividends). This information has been audited by Deloitte & Touche LLP, whose report, along with the Trusts financial statements, is included in the Trusts annual report to shareholders, which is available upon request.
Class A | |||||||||||||||||||||
|
|||||||||||||||||||||
For the Year Ended July 31, | |||||||||||||||||||||
Increase (Decrease) in |
|
||||||||||||||||||||
Net Asset Value: | 2000 | 1999 | 1998 | 1997 | 1996 | ||||||||||||||||
|
|||||||||||||||||||||
Per Share Operating Performance: | |||||||||||||||||||||
|
|||||||||||||||||||||
Net asset value,
beginning of year |
$ | 15.52 | $ | 12.93 | $ | 19.90 | $ | 17.27 | $ | 16.70 | |||||||||||
|
|||||||||||||||||||||
Investment income (loss) net | .03 | .10 | .13 | .14 | .22 | ||||||||||||||||
|
|||||||||||||||||||||
Realized and unrealized gain (loss) on investments and foreign currency transactionsnet | 1.51 | 2.75 | (5.00 | ) | 2.91 | .50 | |||||||||||||||
|
|||||||||||||||||||||
Total from investment operations | 1.54 | 2.85 | (4.87 | ) | 3.05 | .72 | |||||||||||||||
|
|||||||||||||||||||||
Less dividends and distributions: | |||||||||||||||||||||
Investment income net | | (.17 | ) | (.10 | ) | (.23 | ) | (.15 | ) | ||||||||||||
In excess of investment income net | (.04 | ) | (.01 | ) | | | | ||||||||||||||
Realized gain on
investments net |
| | (1.35 | ) | (.19 | ) | | ||||||||||||||
In excess of realized gain on investments net | | (.08 | ) | (.65 | ) | | | ||||||||||||||
|
|||||||||||||||||||||
Total dividends and distributions | (.04 | ) | (.26 | ) | (2.10 | ) | (.42 | ) | (.15 | ) | |||||||||||
|
|||||||||||||||||||||
Net asset value, end of year | $ | 17.02 | $ | 15.52 | $ | 12.93 | $ | 19.90 | $ | 17.27 | |||||||||||
|
|||||||||||||||||||||
Total Investment Return:* | |||||||||||||||||||||
|
|||||||||||||||||||||
Based on net asset value per share | 9.98 | % | 22.91 | % | (27.00 | )% | 17.95 | % | 4.34 | % | |||||||||||
|
|||||||||||||||||||||
Ratios to Average Net Assets: | |||||||||||||||||||||
|
|||||||||||||||||||||
Expenses | 1.16 | % | 1.28 | % | 1.07 | % | 1.01 | % | 1.03 | % | |||||||||||
|
|||||||||||||||||||||
Investment income (loss) net | .20 | % | .75 | % | .79 | % | .76 | % | 1.26 | % | |||||||||||
|
|||||||||||||||||||||
Supplemental Data: | |||||||||||||||||||||
|
|||||||||||||||||||||
Net assets, end of year (in thousands) | $ | 13,100 | $ | 9,138 | $ | 9,082 | $ | 18,504 | $ | 22,726 | |||||||||||
|
|||||||||||||||||||||
Portfolio turnover | 51.36 | % | 50.48 | % | 21.04 | % | 24.23 | % | 26.48 | % | |||||||||||
|
[Additional columns below]
[Continued from above table, first column(s) repeated]
Class B | |||||||||||||||||||||
|
|||||||||||||||||||||
For the Year Ended July 31, | |||||||||||||||||||||
Increase (Decrease) in |
|
||||||||||||||||||||
Net Asset Value: | 2000 | 1999 | 1998 | 1997 | 1996 | ||||||||||||||||
|
|
|
|
|
|
||||||||||||||||
Per Share Operating Performance: | |||||||||||||||||||||
|
|
||||||||||||||||||||
Net asset value,
beginning of year |
$ | 15.56 | $ | 12.79 | $ | 19.80 | $ | 17.16 | $ | 16.62 | |||||||||||
|
|
||||||||||||||||||||
Investment income (loss) net | (.14 | ) | (.04 | ) | (.05 | ) | (.05 | ) | .03 | ||||||||||||
|
|
||||||||||||||||||||
Realized and unrealized gain (loss) on investments and foreign currency transactionsnet | 1.51 | 2.81 | (4.96 | ) | 2.90 | .51 | |||||||||||||||
|
|
||||||||||||||||||||
Total from investment operations | 1.37 | 2.77 | (5.01 | ) | 2.85 | .54 | |||||||||||||||
|
|
||||||||||||||||||||
Less dividends and distributions: | |||||||||||||||||||||
Investment income net | | | | (.02 | ) | | | ||||||||||||||
In excess of investment income net | | | | | | ||||||||||||||||
Realized gain on
investments net |
| | (1.35 | ) | (.19 | ) | | ||||||||||||||
In excess of realized gain on investments net | | | (.65 | ) | | | |||||||||||||||
|
|
||||||||||||||||||||
Total dividends and distributions | | | (2.00 | ) | (.21 | ) | | ||||||||||||||
|
|
||||||||||||||||||||
Net asset value, end of year | $ | 16.93 | $ | 15.56 | $ | 12.79 | $ | 19.80 | $ | 17.16 | |||||||||||
|
|
||||||||||||||||||||
Total Investment Return:* | |||||||||||||||||||||
|
|
||||||||||||||||||||
Based on net asset value per share | 8.80 | % | 21.66 | % | (27.76 | )% | 16.72 | % | 3.26 | % | |||||||||||
|
|
||||||||||||||||||||
Ratios to Average Net Assets: | |||||||||||||||||||||
|
|
||||||||||||||||||||
Expenses | 2.21 | % | 2.35 | % | 2.11 | % | 2.04 | % | 2.07 | % | |||||||||||
|
|
||||||||||||||||||||
Investment income (loss) net | (.85 | )% | (.28 | )% | (.29 | )% | (.29 | )% | .20 | % | |||||||||||
|
|
||||||||||||||||||||
Supplemental Data: | |||||||||||||||||||||
|
|
||||||||||||||||||||
Net assets, end of year (in thousands) | $ | 19,223 | $ | 21,450 | $ | 29,794 | $ | 77,386 | $ | 94,199 | |||||||||||
|
|
||||||||||||||||||||
Portfolio turnover | 51.36 | % | 50.48 | % | 21.04 | % | 24.23 | % | 26.48 | % | |||||||||||
|
|
* | Total investment returns exclude the effects of sales charges. |
| Based on average shares outstanding. |
| Amount is less than $.01 per share. |
Class C | ||||||||||||||||||||
|
||||||||||||||||||||
For the Year Ended July 31, | ||||||||||||||||||||
Increase (Decrease) in Net |
|
|||||||||||||||||||
Asset Value: | 2000 | 1999 | 1998 | 1997 | 1996 | |||||||||||||||
|
||||||||||||||||||||
Per Share Operating Performance: | ||||||||||||||||||||
|
||||||||||||||||||||
Net asset value,
beginning of year |
$ | 15.36 | $ | 12.67 | $ | 19.64 | $ | 17.08 | $ | 16.55 | ||||||||||
|
||||||||||||||||||||
Investment income (loss) net | (.14 | ) | (.04 | ) | (.04 | ) | (.06 | ) | .04 | |||||||||||
|
||||||||||||||||||||
Realized and unrealized gain (loss) on investments and foreign currency transactions net | 1.50 | 2.77 | (4.93 | ) | 2.90 | .49 | ||||||||||||||
|
||||||||||||||||||||
Total from investment operations | 1.36 | 2.73 | (4.97 | ) | 2.84 | .53 | ||||||||||||||
|
||||||||||||||||||||
Less dividends and distributions: | ||||||||||||||||||||
Investment income net | | | | (.09 | ) | | ||||||||||||||
In excess of investment income net | | | | | | |||||||||||||||
Realized gain on investments net | | | (1.35 | ) | (.19 | ) | | |||||||||||||
In excess of realized gain on investments net | | (.04 | ) | (.65 | ) | | | |||||||||||||
|
||||||||||||||||||||
Total dividends and distributions | | (.04 | ) | (2.00 | ) | (.28 | ) | | ||||||||||||
|
||||||||||||||||||||
Net asset value, end of year | $ | 16.72 | $ | 15.36 | $ | 12.67 | $ | 19.64 | $ | 17.08 | ||||||||||
|
||||||||||||||||||||
Total Investment Return:* | ||||||||||||||||||||
|
||||||||||||||||||||
Based on net asset value per share | 8.85 | % | 21.68 | % | (27.78 | )% | 16.77 | % | 3.20 | % | ||||||||||
|
||||||||||||||||||||
Ratios to Average Net Assets: | ||||||||||||||||||||
|
||||||||||||||||||||
Expenses | 2.21 | % | 2.33 | % | 2.12 | % | 2.06 | % | 2.07 | % | ||||||||||
|
||||||||||||||||||||
Investment income (loss) net | (.86 | )% | (.33 | )% | (.29 | )% | (.33 | )% | .27 | % | ||||||||||
|
||||||||||||||||||||
Supplemental Data: | ||||||||||||||||||||
|
||||||||||||||||||||
Net assets, end of year (in thousands) | $ | 1,782 | $ | 2,039 | $ | 1,461 | $ | 2,680 | $ | 3,388 | ||||||||||
|
||||||||||||||||||||
Portfolio turnover | 51.36 | % | 50.48 | % | 21.04 | % | 24.23 | % | 26.48 | % | ||||||||||
|
[Additional columns below]
[Continued from above table, first column(s) repeated]
Class D | ||||||||||||||||||||
|
||||||||||||||||||||
For the Year Ended July 31, | ||||||||||||||||||||
Increase (Decrease) in Net |
|
|||||||||||||||||||
Asset Value: | 2000 | 1999 | 1998 | 1997 | 1996 | |||||||||||||||
|
|
|||||||||||||||||||
Per Share Operating Performance: | ||||||||||||||||||||
|
|
|||||||||||||||||||
Net asset value,
beginning of year |
$ | 15.51 | $ | 12.89 | $ | 19.83 | $ | 17.21 | $ | 16.67 | ||||||||||
|
|
|||||||||||||||||||
Investment income (loss) net | (.01 | ) | .06 | .09 | .09 | .17 | ||||||||||||||
|
|
|||||||||||||||||||
Realized and unrealized gain (loss) on investments and foreign currency transactions net | 1.52 | 2.77 | (4.99 | ) | 2.91 | .50 | ||||||||||||||
|
|
|||||||||||||||||||
Total from investment operations | 1.51 | 2.83 | (4.90 | ) | 3.00 | .67 | ||||||||||||||
|
|
|||||||||||||||||||
Less dividends and distributions: | ||||||||||||||||||||
Investment income net | | (.12 | ) | (.04 | ) | (.19 | ) | (.13 | ) | |||||||||||
In excess of investment income net | (.02 | ) | (.01 | ) | | | | |||||||||||||
Realized gain on investments net | | | (1.35 | ) | (.19 | ) | | |||||||||||||
In excess of realized gain on investments net | | (.08 | ) | (.65 | ) | | | |||||||||||||
|
|
|||||||||||||||||||
Total dividends and distributions | (.02 | ) | (.21 | ) | (2.04 | ) | (.38 | ) | (.13 | ) | ||||||||||
|
|
|||||||||||||||||||
Net asset value, end of year | $ | 17.00 | $ | 15.51 | $ | 12.89 | $ | 19.83 | $ | 17.21 | ||||||||||
|
|
|||||||||||||||||||
Total Investment Return:* | ||||||||||||||||||||
|
|
|||||||||||||||||||
Based on net asset value per share | 9.75 | % | 22.56 | % | (27.15 | )% | 17.66 | % | 4.06 | % | ||||||||||
|
|
|||||||||||||||||||
Ratios to Average Net Assets: | ||||||||||||||||||||
|
|
|||||||||||||||||||
Expenses | 1.42 | % | 1.54 | % | 1.32 | % | 1.26 | % | 1.27 | % | ||||||||||
|
|
|||||||||||||||||||
Investment income (loss) net | (.05 | )% | .50 | % | .55 | % | .51 | % | 1.00 | % | ||||||||||
|
|
|||||||||||||||||||
Supplemental Data: | ||||||||||||||||||||
|
|
|||||||||||||||||||
Net assets, end of year (in thousands) | $ | 52,366 | $ | 56,698 | $ | 60,220 | $ | 107,403 | $ | 108,924 | ||||||||||
|
|
|||||||||||||||||||
Portfolio turnover | 51.36 | % | 50.48 | % | 21.04 | % | 24.23 | % | 26.48 | % | ||||||||||
|
|
* | Total investment returns exclude the effects of sales charges. |
| Based on average shares outstanding. |
[MERRILL LYNCH LOGO]
Investment Managers |
Merrill Lynch | |
Natural Resources Trust | |
STATEMENT OF ADDITIONAL INFORMATION
Merrill Lynch Natural Resources Trust
P.O. Box 9011, Princeton, New Jersey 08543-9011 Phone No.
(609) 282-2800
The investment objective of Merrill Lynch Natural Resources Trust
(the Trust) is to achieve long-term growth of
capital and to protect the purchasing power of shareholders
capital by investing in a portfolio of equity securities of
domestic and foreign companies with substantial natural resource
assets. The Trust also may invest in debt, preferred or
convertible securities, the value of which is related to the
market value of some natural resource asset (asset-based
securities). The Trusts fully managed investment
approach enables it to switch its emphasis among various natural
resource industry groups depending upon managements outlook
with respect to prevailing trends and developments. Current
income from dividend and interest will not be a primary
consideration in selecting securities. There can be no assurance
that the investment objective of the Trust will be realized. For
more information on the Trusts investment objectives and
policies, see Investment Objective and Policies.
Pursuant to the Merrill Lynch Select Pricing
SM
System,
the Trust offers four 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 Trust is not a
prospectus and should be read in conjunction with the Prospectus
of the Trust, dated November 1, 2000 (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
the Trust 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 Trusts audited financial
statements are incorporated in this Statement of Additional
Information by reference to its 2000 annual report to
shareholders. You may request a copy of the annual report or the
Prospectus at no charge by calling 1-800-637-3863 between
8:00 a.m. and 8:00 p.m. Eastern time on any business
day.
Merrill Lynch Investment Managers
Investment Adviser
The date of this Statement of Additional Information is
November 1, 2000.
TABLE OF CONTENTS
INVESTMENT OBJECTIVE AND POLICIES
The Trust is a non-diversified open-end management investment
company. The investment objective of the Trust is to achieve
long-term growth of capital and to protect the purchasing power
of shareholders capital by investing in a portfolio of
equity securities of domestic and foreign companies with
substantial natural resource assets. The Trust may also invest in
debt, preferred or convertible securities, the value of which is
related to the market value of some natural resource asset
(asset-based securities). See Asset-Based
Securities below. There can be no assurance that the
investment objective of the Trust will be realized.
The Trust expects that, under normal circumstances, at least 65%
of its total assets will be invested in the securities of issuers
from at least three different countries (including the United
States). For purposes of this policy, an issuer ordinarily will
be considered to be located in the country under the laws of
which it is organized or where the primary trading market of its
securities is located. The Trust, however, may consider a company
to be located in a country, without reference to its domicile or
to the primary trading market of its securities, when at least
50% of its non-current assets, capitalization, gross revenues or
profits in any one of the two most recent fiscal years represents
(directly or indirectly through subsidiaries) assets or
activities located in such country. The Trust also may consider
closed-end investment companies to be located in the country or
countries in which they primarily make their portfolio
investments.
Natural resource assets are materials derived from natural
sources that have economic value. The Trust will consider a
company to have substantial natural resource assets when, in
managements opinion, the companys holdings of the
assets are of such magnitude, when compared to the
capitalization, revenues or operating profits of the company,
that changes in the economic value of the assets will affect the
market price of the equity securities of such company. Generally,
a company has substantial natural resource assets when at least
50% of the non-current assets, capitalization, gross revenues or
operating profits of the company in the most recent or current
fiscal year are involved in or result from (directly or
indirectly through subsidiaries), exploring, mining, refining,
processing, fabricating, dealing in or owning natural resource
assets. Examples of natural resource assets include precious
metals (
e.g.
, gold, silver and platinum), ferrous and
nonferrous metals (
e.g.
, iron, aluminum and copper),
strategic metals (
e.g.
, uranium and titanium),
hydrocarbons (
e.g.
, coal, oil and natural gas),
timber land, underdeveloped real property and agricultural
commodities. The Trust presently does not intend to invest
directly in natural resource assets or contracts related thereto.
The Trusts fully-managed investment approach enables it to
switch its emphasis among various industry groups depending upon
managements outlook with respect to prevailing trends and
developments. The Trust may seek to hedge its portfolio partially
by writing covered call options or purchasing put options on its
portfolio holdings.
The Trust at all times, except during defensive periods, will
maintain at least 65% of its total assets invested in companies
with substantial natural resource assets or in asset-based
securities. Current income from dividends and interest will not
be a primary consideration in selecting securities. The Trust
reserves the right as a temporary defensive measure to hold
short-term U.S. Government securities, money market securities,
including repurchase agreements, or cash, in such proportions as,
in the opinion of management, prevailing market or economic
conditions warrant. The Trust reserves the right to hold
short-term U.S. Government securities, money market securities,
including repurchase agreements, or cash for redemptions. Except
during extraordinary periods, the Trust would not expect that
such securities or cash held for redemptions would exceed 20% of
its total assets.
The Trust may purchase securities that are not registered
(restricted securities) under the Securities Act of
1933, as amended (the Securities Act), but can be
offered and sold to qualified institutional buyers
under Rule 144A under the Securities Act. However, the Trust
will not invest more than 15% of its net assets in illiquid
investments, which include securities for which there is no
readily available market, securities subject to contractual
restrictions on resale, certain investments in asset-backed and
receivable-backed securities and restricted securities, unless
the Trusts Board of Trustees continuously determines, based
on the trading markets for the specific restricted security,
that it is liquid. The Board of Trustees may adopt guidelines and
delegate to the Investment Adviser the daily function of
determining and monitoring liquidity
2
The Board of Trustees carefully monitors the Trusts
investment in these securities purchased pursuant to
Rule 144A, focusing on such factors, among others, as
valuation, liquidity and availability of information. These
investments in securities purchased pursuant to Rule 144A
could have the effect of increasing the level of illiquidity in
the Trust to the extent that qualified institutional buyers
become for a time uninterested in purchasing these restricted
securities.
The investment policies of the Trust described in the first and
fifth paragraphs of this section are fundamental policies of the
Trust and may not be changed without the approval of the holders
of a majority of the Trusts outstanding voting securities,
as defined in the Investment Company Act of 1940, as amended (the
Investment Company Act).
Description of Certain Investments
Asset-Based Securities
The Trust may invest in debt, preferred or convertible
securities, the principal amount, redemption terms or conversion
terms of which are related to the market price of some natural
resource asset such as gold bullion. For the purposes of the
Trusts investment policies, these securities are referred
to as asset-based securities. The Trust will purchase
only asset-based securities that are rated, or are issued by
issuers that have outstanding debt obligations rated, investment
grade (that is AAA, AA, A or BBB by Standard &
Poors (S&P) or Aaa, Aa, A or Baa by
Moodys Investors Service, Inc. (Moodys)
or commercial paper rated A-1 by S&P or Prime-1 by
Moodys) or of issuers that the Investment Adviser has
determined to be of similar creditworthiness. Obligations ranked
in the fourth highest rating category, while considered
investment grade, may have certain speculative
characteristics and may be more likely to be downgraded than
securities rated in the three highest rating categories. If the
asset-based security is backed by a bank letter of credit or
other similar facility, the Investment Adviser may take such
backing into account in determining the creditworthiness of the
issuer. While the market prices for an asset-based security and
the related natural resource asset generally are expected to move
in the same direction, there may not be perfect correlation in
the two price movements. Asset-based securities may not be
secured by a security interest in or claim on the underlying
natural resource asset. The asset-based securities in which the
Trust may invest may bear interest or pay preferred dividends at
below market (or even relatively nominal) rates. As an example,
assume gold is selling at a market price of $300 per ounce and an
issuer sells a $1,000 face amount gold-related note with a
seven-year maturity, payable at maturity at the greater of either
$1,000 in cash or the then market price of three ounces of gold.
If at maturity, the market price of gold is $400 per ounce, the
amount payable on the note would be $1,200. Certain asset-based
securities may be payable at maturity in cash at the stated
principal amount or, at the option of the holder, directly in a
stated amount of the asset to which it is related. In such
instance, because the Trust presently does not intend to invest
directly in natural resource assets, the Trust would sell the
asset-based security in the secondary market, to the extent one
exists, prior to maturity if the value of the stated amount of
the asset exceeds the stated principal amount and thereby realize
the appreciation in the underlying asset.
Convertible Securities.
Convertible securities entitle the
holder to receive interest payments 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.
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.
3
In analyzing convertible securities, the Investment Adviser will
consider both the yield on the convertible security relative to
its credit quality 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. For the past several years, the principal
markets have been the United States, the Euromarket and Japan.
Issuers during this period have included major corporations
domiciled in the United States, Japan, France, Switzerland,
Canada and the United Kingdom. Even in cases where a substantial
portion of the convertible securities held by the Trust are
denominated in United States 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. As described herein, the Trust is
authorized to enter into foreign currency hedging transactions in
which it may seek to reduce the effect of such fluctuations.
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 for the underlying 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.
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 Trust is called for redemption, the Trust 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.
Illiquid or Restricted Securities.
The Trust 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 Trusts assets in illiquid securities may restrict
the ability of the Trust 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 Trusts
operations require cash, such as when the Trust redeems shares or
pays dividends, and could result in the Trust borrowing to meet
short-term cash requirements or incurring capital losses on the
sale of illiquid investments.
4
The Trust may invest in 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 Trust 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
Trust are required to be registered under the securities laws of
one or more jurisdictions before being resold, the Trust may be
required to bear the expenses of registration. Certain of the
Trusts 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 Trust may
obtain access to material nonpublic information which may
restrict the Trusts ability to conduct portfolio
transactions in such securities.
144A Securities.
The Trust 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 Trusts Board. The Board has adopted guidelines and
delegated to the Investment Adviser 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 will carefully monitor the
Trusts investments in these securities. This investment
practice could have the effect of increasing the level of
illiquidity in the Trust to the extent that qualified
institutional buyers become for a time uninterested in purchasing
these securities.
European Economic and Monetary Union.
For a number of
years, certain European countries have been seeking economic
unification that would, among other things, reduce barriers
between countries, increase competition among companies, reduce
government subsidies in certain industries, and reduce or
eliminate currency fluctuations among these European countries.
The Treaty on European Union (the Maastricht Treaty)
set out a framework for the European Economic and Monetary Union
(EMU) among the countries that comprise the European
Union (EU). EMU established a single common European
currency (the euro) that was introduced on
January 1, 1999 and is expected to replace the existing
national currencies of all EMU participants by July 1, 2002.
Certain securities issued in participating EU countries
(beginning with government and corporate bonds) have been
redenominated in the euro, and are listed, traded and make
dividend and other payments only in euros.
No assurance can be given that EMU will take full effect, that
all the changes planned for the EU can be successfully
implemented, or that these changes will result in the economic
and monetary unity and stability intended. There is a possibility
that EMU will not be completed, or will be completed but then
partially or completely unwound. Because any participating
country may opt out of EMU within the first three years, it is
also possible that a significant participant could choose to
abandon EMU, which could diminish its credibility and influence.
Any of these occurrences could have adverse effects on the
markets of both participating and non-participating countries,
including sharp appreciation or depreciation of
participants national currencies and a significant increase
in exchange rate volatility, a resurgence in economic
protectionism, an undermining of confidence in the European
markets, an undermining of European economic stability, the
collapse or slowdown of the drive toward European economic unity,
and/or reversion of the attempts to lower government debt and
inflation rates that were introduced in anticipation of EMU.
Also, withdrawal from EMU by an initial participant could cause
disruption of the financial markets as securities redenominated
in euros are transferred back into that countrys national
currency, particularly if the withdrawing country is a major
5
Derivatives
The Trust 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)
or a currency. Derivatives allow the Trust to increase or
decrease the level of risk to which the Trust is exposed more
quickly and efficiently than transactions in other types of
instruments.
Hedging.
The Trust may use Derivatives for hedging
purposes. Hedging is a strategy in which a Derivative is used to
offset the risk that other Trust holdings may decrease in value.
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 if the market moves in a different manner than
anticipated by the Trust 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 Trust, in
which case any losses on the holdings being hedged may not be
reduced.
The Trust may use Derivative instruments and trading strategies
including the following:
Options on Securities
Purchasing Put Options.
The Trust may purchase put options
on securities held in its portfolio. When the Trust purchases a
put option, in consideration for an upfront payment (the
option premium) the Trust acquires a right to sell to
another party specified securities owned by the Trust at a
specified price (the exercise price) on or before a
specified date (the expiration date). The purchase of
a put option limits the Trusts 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
Trust 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. The Trust will not purchase put options on
securities if, as a result of such purchase put options on
securities if, as a result of such purchase, the aggregate cost
of all outstanding options on securities held by the Trust would
exceed 5% of the market value of the Trusts total assets.
The Trust is also authorized to purchase put options in
connection with closing out put options it has previously sold.
Writing Call Options.
The Trust may write (i.e., sell)
call options on securities held in its portfolio. When the Trust
writes a call option, in return for an option premium the Trust
gives another party the right to buy specified securities owned
by the Trust at the exercise price on or before the expiration
date. The Trust may write call options to earn income, through
the receipt of option premiums. In the event the party to which
the Trust 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 Trust 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 Trust 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. The Trust may not write
call options in underlying securities in an amount exceeding 15%
of the market value of its total assets. The Trust may not write
covered call options in underlying securities in an amount
exceeding 15% of the market value of its total assets.
6
The Trust is also authorized to sell call options in connection
with closing out call options it has previously purchased.
Other than with respect to closing transactions, the Trust will
only write call options that are covered. A call
option will be considered covered if the Trust 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 Trust owns the securities it
would be required to deliver upon exercise of the option or owns
a call option, warrant or convertible instrument which is
immediately exercisable for, or convertible into, such security.
Types of Options.
The Trust may engage in transactions in
options on securities on exchanges and in the over-the-counter
(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; Limitation on
the Use of OTC Derivatives below.
Portfolio Transactions
In executing portfolio transactions, the Trust seeks to obtain
the best net results, 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 involved and the firms risk in positioning a
block of securities. While the Trust generally seeks reasonably
competitive commission rates, the Trust does not necessarily pay
the lowest commission or spread available. The Trust contemplates
that, consistent with its policy of obtaining the best net
results, it will place orders for transactions with a number of
brokers and dealers, including Merrill Lynch, an affiliate of the
Investment Adviser. Subject to obtaining the best price and
execution, brokers who provide supplemental investment research
to the Trust may receive orders for transactions by the Trust.
Information so received will be in addition to, and not in lieu
of, the services required to be performed by the Investment
Adviser and the expenses of the Investment Adviser will not
necessarily be reduced as a result of the receipt of such
supplemental information. See Management of the
Trust Management and Advisory Arrangements. In
addition, consistent with the Conduct Rules of the National
Association of Securities Dealers (the NASD),
management of the Trust may consider sales of shares of the Trust
as a factor in the selection of brokers or dealers to execute
portfolio transactions for the Trust. It is expected that the
majority of the shares of the Trust will be sold by Merrill
Lynch.
The Trust anticipates that its brokerage transactions involving
securities of companies domiciled in countries other than the
United States will be conducted primarily on the principal stock
exchanges of such countries. Brokerage commissions and other
transaction costs on foreign securities exchanges are generally
higher than in the United States, although the Trust will
endeavor to achieve the best net results in effecting such
transactions.
Foreign Exchange Transactions
The Trust 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.
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 Trust will
enter into foreign exchange transactions only for purposes of
hedging either a specific transaction or a portfolio position.
The Trust may enter into a foreign exchange transaction for
7
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 Investment Adviser 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
decreases 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 and it is not
possible to engage in effective foreign currency hedging.
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 Trust.
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.
8
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 Trust will experience a gain
or loss which will not be completely offset by movements in the
value of the hedged instruments.
The Trust 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 Trust 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 involve substantial leverage
risk and may expose the Trust to potential losses, which exceed
the amount originally invested by the Trust. When the Trust
engages in such a transaction, the Trust will deposit in a
segregated account at its custodian liquid securities with a
value at least equal to the Trusts exposure, on a
mark-to-market basis, to the transaction (as calculated pursuant
to requirements of the Commission). Such segregation will ensure
that the Trust has assets available to satisfy its obligations
with respect to the transaction, but will not limit the
Trusts 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 Trust to sell such instruments promptly at an
acceptable price. The absence of liquidity may also make it more
difficult for the Trust to ascertain a market value for such
instruments. The Trust 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
Investment Adviser anticipates the Trust 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 Trust has unrealized
gains in such instruments or has deposited collateral with its
counterparty the Trust is at risk that its counterparty will
become bankrupt or otherwise fail to honor its obligations. The
Trust will attempt to minimize the risk that a counterparty will
become bankrupt or otherwise fail to honor its obligations by
engaging in transactions in Strategic Instruments traded in OTC
markets only with financial institutions which have substantial
capital or which have provided the Trust with a third-party
guaranty or other credit enhancement.
Other Investment Policies and Practices
Repurchase Agreements.
The Trust may invest in securities
pursuant to repurchase agreements. Repurchase agreements may be
entered into only with a member bank of the Federal Reserve
System or a primary dealer in U.S. Government securities or an
affiliate thereof. Under such agreements, the bank or the primary
dealer or an affiliate thereof agrees, upon entering into the
contract, to repurchase the security at a mutually agreed upon
time and price, thereby determining the yield during the term of
the agreement. This results in a fixed rate of return insulated
from market fluctuations during such period. Repurchase
agreements usually cover short periods, such as under one week.
Repurchase agreements may be construed to be collateralized loans
by the purchaser to the seller secured by the securities
transferred to the purchaser. The Trust will require the seller
to provide additional collateral if the market value of the
securities falls below the repurchase price at any time during
the term of the repurchase agreement. In the event of default by
the seller under a repurchase agreement construed to be a
collateralized loan, the underlying securities are not owned by
the Trust but only constitute collateral for the sellers
obligation to pay the repurchase price. Therefore, the Trust may
suffer time delays and incur costs or possible losses in
connection with the disposition of the collateral. In the event
of a default under such a repurchase agreement, instead of the
contractual fixed rate of return, the rate of return to the Trust
shall be dependent upon intervening fluctuations of the market
value of
9
Lending of Portfolio Securities.
The Trust may from time
to time lend securities from its portfolio, with a value not
exceeding 33 1/3% of its total assets, to banks, brokers
and other financial institutions and receive 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. This
limitation is a fundamental policy, and it may not be changed
without the approval of the holders of a majority of the
Trusts outstanding voting securities, as defined in the
Investment Company Act. During the period of such a loan, the
Trust typically receives the income on both the loaned securities
and the collateral and thereby increases its yield. In certain
circumstances, the Trust may receive a flat fee. Such loans are
terminable at any time, and the borrower, after notice, will be
required to return borrowed securities within five business days.
In the event that the borrower defaults on its obligation to
return borrowed securities because of insolvency or otherwise,
the Trust could experience delays and costs in gaining access to
the collateral and could suffer a loss to the extent the value of
the collateral falls below the market value of the borrowed
securities.
Suitability.
The economic benefit of an investment in the
Trust depends upon many factors beyond the control of the Trust,
the Investment Adviser and its affiliates. Because of its
emphasis on securities of domestic and foreign companies with
substantial natural resource assets, the Trust 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 Trust will depend upon, among
other things, such investors investment objectives and such
investors ability to accept the risks associated with
investing in securities of domestic and foreign companies with
substantial natural resource assets, including the risk of loss
of principal.
Investment Restrictions
The Trust 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 the approval of the holders of a
majority of the Trusts outstanding voting securities
(which for this purpose and under the Investment Company Act,
means the lesser of (i) 67% of the shares represented at a
meeting at which more than 50% of the outstanding shares are
represented or (ii) more than 50% of the outstanding
shares).
Under the fundamental investment restrictions, the Trust may not:
10
In addition, the Trust has adopted non-fundamental restrictions,
which may be changed by the Board of Trustees without shareholder
approval. Under the non-fundamental investment restrictions, the
Trust may not:
Portfolio securities of the Trust generally may not be purchased
from, sold or loaned to the Investment Adviser or its affiliates
or any of their directors, officers or employees, acting as
principal, unless pursuant to a rule or exemptive order under the
Investment Company Act.
The staff of the Commission has taken the position that purchased
OTC options and the assets used as cover for written OTC options
are illiquid securities. Therefore, the Trust has adopted an
investment policy pursuant to which it will not purchase or sell
OTC options if, as a result of such transaction, the sum of the
market value of OTC options currently outstanding which are held
by the Trust, the market value of the underlying securities
covered by OTC call options currently outstanding which were sold
by the Trust and margin deposits on the Trusts existing
OTC options on futures contracts exceeds 15% of the net assets of
the Trust, taken at market value, together with all other assets
of the Trust which are illiquid or are not otherwise readily
marketable. However, if the OTC option is sold by the Trust to a
primary U.S. Government securities dealer recognized by the
Federal Reserve Bank of New York and if the Trust has the
unconditional
11
In addition, as a non-fundamental policy which may be changed by
the Board of Trustees and to the extent required by the
Commission or its staff, the Trust will, for purposes of
investment restriction (1), treat securities issued or guaranteed
by the government of any one foreign country as the obligations
of a single issuer.
Because of the affiliation of Merrill Lynch, Pierce, Fenner &
Smith Incorporated (Merrill Lynch) with the
Investment Adviser, the Trust is prohibited from engaging in
certain transactions involving such firm 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. See Portfolio Transactions. Without such
an exemptive order, the Trust would be prohibited from engaging
in portfolio transactions with Merrill Lynch or any of its
affiliates acting as principal.
Non-Diversified Status.
The Trust is classified as
non-diversified within the meaning of the Investment Company Act,
which means that the Trust is not limited by such Act in the
proportion of its assets that it may invest in securities of a
single issuer. The Trusts investments are limited, however,
in order to allow the Trust to qualify as a regulated
investment company under the Code. See Dividends and
Taxes Taxes. To qualify, the Trust complies
with certain requirements, including limiting 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
Trusts 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 Trust will not own more than 10% of the
outstanding voting securities of a single issuer. A fund that
elects to be classified as diversified under the
Investment Company Act must satisfy the foregoing 5% and 10%
requirements with respect to 75% of its total assets. To the
extent that the Trust assumes large positions in the securities
of a small number of issuers, the Trusts net asset value
may fluctuate to a greater extent than that of a diversified
company as a result of changes in the financial condition or in
the markets assessment of the issuers, and the Trust may be
more susceptible to any single economic, political or regulatory
occurrence than a diversified company.
Portfolio Turnover
The Investment Adviser 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 Trust may engage in a
substantial number of portfolio transactions and the
Trusts 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 Trusts
annual sales or purchases of portfolio securities (exclusive of
purchases or sales of 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 capital gain dividends or in ordinary income
dividends of accrued market discount. 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 Trust.
12
MANAGEMENT OF THE TRUST
Trustees and Officers
The Trustees of the Trust consist of eight individuals, six of
whom are not interested persons of the Trust as
defined in the Investment Company Act (the non-interested
Trustees). The Trustees are responsible for the overall
supervision of the operations of the Trust and perform the
various duties imposed on the directors of investment companies
by the Investment Company Act. Information about the Trustees,
executive officers and the portfolio manager of the Trust,
including their ages and their principal occupations for at least
the last five years, is set forth below. Unless otherwise noted,
the address of each Trustee, executive officer and the portfolio
manager is P.O. Box 9011, Princeton, New Jersey 08543-9011.
TERRY K. GLENN (60)
President and Trustee
(1)(2) Executive Vice President of the Investment
Adviser and Fund Asset Management, L.P. (FAM) (which
terms as used herein include their corporate predecessors) since
1983; President of FAM Distributors, Inc. (FAMD)
since 1986 and Director thereof since 1991; Executive Vice
President and Director of Princeton Services, Inc.
(Princeton Services) since 1993; President of
Princeton Administrators, L.P. since 1988.
M. COLYER CRUM (68)
Trustee
(2) 104
Westcliff Road, Weston, Massachusetts 02493-1410. Currently
James R. Williston Professor of Investment Management Emeritus,
Harvard Business School; James R. Williston Professor of
Investment Management, Harvard Business School, from 1971 to
1996; Director of Cambridge Bancorp.
LAURIE SIMON HODRICK (38)
Trustee
(2) 809 Uris Hall, 3022 Broadway, New York, New York
10027. Professor of Finance and Economics, Graduate School of
Business, Columbia University since 1998; Associate Professor of
Finance and Economics, Graduate School of Business, Columbia
University from 1996 to 1998; Associate Professor of Finance,
J.L. Kellogg Graduate School of Management, Northwestern
University from 1992 to 1996.
JACK B. SUNDERLAND (72)
Trustee
(2)
P.O. Box 7, West Cornwall, Connecticut 06796. President and
Director of American Independent Oil Company, Inc. (an energy
company) since 1987; Member of Council on Foreign Relations since
1971.
STEPHEN B. SWENSRUD (67)
Trustee
(2)(3) 88 Broad Street, 2nd Floor, Boston,
Massachusetts 02110. Chairman of Fernwood Advisors (investment
advisor) since 1996; Principal of Fernwood Associates (financial
consultants) since 1975; Chairman of R.P.P. Corporation
(manufacturing company) since 1978; Director of International
Mobile Communications, Inc. (telecommunications company) since
1998.
J. THOMAS TOUCHTON (61)
Trustee
(2)
Suite 3405, One Tampa City Center, 201 North Franklin Street,
Tampa, Florida 33602. Managing Partner of The Witt-Touchton
Company and its predecessor The Witt Co. (a private investment
partnership) since 1972; Trustee Emeritus of Washington and Lee
University; Director of TECO Energy, Inc. (an electric utility
holding company).
FRED G. WEISS (59)
Trustee
(2)
164510 Maddalena Place, Delray Beach, Florida 33446. Managing
Director of FGW Associates since 1997; Vice President, Planning,
Investment, and Development of Warner Lambert Co. from 1979 to
1997; Director of Watson Pharmaceutical, Inc. (a pharmaceutical
company) since 2000; Director of the Michael J. Fox
Foundation for Parkinsons Research; Director of
Laboratories Phoenix USA, Inc. (a private drug delivery company);
and Director of Kann Institute for Medical Careers, Inc. (a
private medical education company).
ARTHUR ZEIKEL (68)
Trustee
(1)(2)
300 Woodland Avenue, Westfield, New Jersey 07090. Chairman of the
Investment Adviser and FAM from 1997 to 1999 and President
thereof from 1977 to 1997; Chairman of Princeton Services from
1997 to 1999, Director thereof from 1993 to 1999 and President
thereof from 1993 to 1997; Executive Vice President of Merrill
Lynch & Co., Inc. (ML & Co.) from 1990 to
1999.
ROBERT M. SHEARER (45)
Senior Vice President and
Portfolio Manager
(1) First Vice President of the
Investment Adviser since 1998; Vice President of the Investment
Adviser from September 1997 to January 1998; Portfolio Manager of
the Investment Adviser since 1997; Associate Portfolio Manager
of the Investment Adviser from September 1997 to December 1997;
Vice President and Assistant Portfolio Manager
13
DONALD C. BURKE (40)
Vice President and Treasurer
(1)(2) Senior Vice President and Treasurer of the
Investment Adviser and FAM since 1999; Senior Vice President and
Treasurer of Princeton Services since 1999; Vice President of
FAMD since 1999; First Vice President of the Investment Adviser
from 1997 to 1999; Vice President of the Investment Adviser from
1990 to 1997; Director of Taxation of the Investment Adviser
since 1990.
ROBERT C. DOLL(46)
Senior Vice President
(1)(2) Senior Vice President of the Investment
Adviser and FAM since 1999; Senior Vice President of Princeton
Services since 1999; Chief Investment Officer of Oppenheimer
Funds, Inc. in 1999 and Executive Vice President thereof from
1991 to 1999.
THOMAS D. JONES, III (35)
Secretary
(1)(2) Director of the Investment Advisor since 2000;
Vice President of the Investment Adviser from 1998 to 2000;
Attorney with the Investment Adviser and MLIM since 1992.
As of October 2, 2000, the Trustees and officers of the
Trust as a group (12 persons) owned an aggregate of less than 1%
of the outstanding shares of the Trust. At such date,
Mr. Zeikel, a Trustee of the Trust, Mr. Glenn, a
Trustee and officer of the Trust, and the other officers of the
Trust owned an aggregate of less than 1% of the outstanding
shares of common stock of ML & Co.
Compensation of Trustees
The Trust pays each non-interested Trustee a fee of $3,500 per
year plus a fee of $500 per Board meeting attended. The Trust
also compensates each member of the Audit and Nominating
Committee (the Committee), which consists of the
non-interested Trustees, at a rate of $2,500 per year. The Trust
pays the Chairman of the Committee an additional fee of $1,000
per year. The Trust 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 July 31,
2000 and the aggregate compensation paid to them from all
registered investment companies advised by the Investment Adviser
and its affiliate, FAM (MLIM/ FAM-advised funds),
for the calendar year ended December 31, 1999.
14
Trustees of the Trust may purchase Class A shares of the
Trust at net asset value. See Purchase of
Shares Initial Sales Charge Alternatives
Class A and Class D Shares Reduced Initial
Sales Charges Purchase Privilege of Certain
Persons.
Management and Advisory Arrangements
Investment Advisory Services.
The Investment Adviser
provides the Trust with investment advisory and management
services. Subject to the supervision of the Trustees, the
Investment Adviser is responsible for the actual management of
the Trusts portfolio and constantly reviews the
Trusts 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 Investment Adviser. The Investment Adviser performs certain
of the other administrative services and provides all the office
space, facilities, equipment and necessary personnel for
management of the Trust.
Investment Advisory Fee.
The Trust has entered into an
investment advisory agreement with the Investment Adviser (the
Investment Advisory Agreement), pursuant to which the
Investment Adviser receives for its services to the Trust
monthly compensation at the annual rate of 0.60% of the average
daily net assets of the Trust. The table below sets forth
information about the total management fees paid by the Trust to
the Investment Adviser for the periods indicated.
The Investment Adviser has also entered into a sub-advisory
agreement with Merrill Lynch Asset Management U.K. Limited
(MLAM U.K.) pursuant to which MLAM U.K. provides
investment advisory services to the Investment Adviser with
respect to the Trust. For the fiscal years ended July 31,
1998, 1999 and 2000, the Investment Adviser paid no fees to MLAM
U.K. pursuant to such arrangement.
Payment of Trust Expenses.
The Investment Advisory
Agreement obligates the Investment Adviser to provide investment
advisory services and to pay all compensation of and furnish
office space for officers and employees of the Trust connected
with investment and economic research, trading and investment
management of the Trust, as well as the fees of all Trustees of
the Trust who are affiliated persons of the Investment Adviser.
The Trust pays all other expenses incurred in the operation of
the Trust, including among other things: taxes, expenses for
legal and auditing services, costs of printing proxies, stock
certificates, shareholder reports, prospectuses and statements of
additional information, except to the extent paid by FAM
Distributors, Inc., a division of PFD (the
Distributor); charges of the custodian and
sub-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 Trust. Accounting services are provided for the Trust by the
Investment Adviser and the Trust reimburses the Investment
Adviser for its costs in connection with such services on a
semi-annual basis. The Distributor will pay certain promotional
expenses of the Trust incurred in connection with the offering of
shares of the Trust. Certain expenses will be financed by the
Trust pursuant to distribution plans in compliance with
Rule 12b-1 under the Investment Company Act. See
Purchase of Shares Distribution Plans.
Organization of the Investment Adviser.
The Investment
Adviser 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
Investment Adviser 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.
15
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.
Duration and Termination.
Unless earlier terminated as
described herein, the Investment Advisory Agreement and the
Sub-Advisory agreement will continue in effect from year to year
if approved annually (a) by the Trustees of the Trust or by
a majority of the outstanding shares of the Trust 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 Trust.
Transfer Agency Services.
Financial Data Services, Inc.
(the Transfer Agent), a subsidiary of ML & Co.,
acts as the Trusts 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. Pursuant
to the Transfer Agency Agreement, the Transfer Agent receives a
fee of $11.00 per Class A or Class D account and $14.00
per Class B or Class C account and is entitled to
reimbursement for certain transaction charges and out-of-pocket
expenses incurred by the Transfer Agent under the Transfer Agency
Agreement. Additionally, a $.20 monthly closed account
charge will be assessed on all accounts which close during the
calendar year. Application of this fee will commence the month
following the month the account is closed. At the end of the
calendar year, no further fees will be due. 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.
Distribution Expenses.
The Trust has entered into a
distribution agreement with the Distributor in connection with
the continuous offering of each class of shares of the Trust (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 Trust. 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 provisions as the Investment
Advisory Agreement described above.
Code of Ethics
The Board of Trustees of the Trust has approved a Code of Ethics
under Rule 17j-1 of the Investment Company Act that covers
the Trust, its adviser and its 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 Trust.
PURCHASE OF SHARES
Reference is made to How to Buy, Sell, Transfer and
Exchange Shares in the Prospectus.
The Trust offers four 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 and shares of Class B and Class C
are sold to investors choosing the deferred sales charge
alternatives. Each Class A, Class B, Class C or
Class D share of the Trust represents an identical interest
in the investment portfolio of the Trust and has the same rights,
except that Class B, Class C and Class D shares
bear the expenses of the ongoing account maintenance fees (also
known as service fees) and Class B and Class C shares
bear the expenses of the ongoing distribution fees and the
additional incremental transfer agency costs resulting from the
deferred
16
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 in that the sales charges and distribution
fees applicable to each class provide for the financing of the
distribution of the shares of the Trust. 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
Investment Adviser or FAM. Funds advised by the Investment
Adviser or FAM that utilize the Merrill Lynch Select Pricing
SM
System are referred to herein as Select Pricing
Funds.
The Trust 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 Trust 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 have the responsibility of submitting purchase
orders to the Trust not later than 30 minutes after the
close of business on the NYSE in order to purchase shares at that
days offering price.
The Trust or the Distributor may suspend the continuous offering
of the Trusts 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 Trust or the Distributor. Neither the
Distributor nor the dealers nor other financial intermediaries
are permitted to withhold placing orders to benefit themselves by
a price change. Merrill Lynch may charge its customers a
processing fee (presently $5.35) to confirm a sale of shares to
such customers. 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
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 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
17
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 Trust,
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 Trust 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
Trust in that account. Certain employee-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 Investment Adviser 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 Trust also may purchase
Class A shares of the Trust if certain conditions are met.
In addition, Class A shares of the Trust 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 Merrill
Lynch Municipal Strategy Fund, Inc. and Merrill Lynch High Income
Municipal Bond Fund, Inc. 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 in shares of the Trust
and certain other Select Pricing Funds.
18
Class A and Class D Sales Charge Information
Class A Shares
Class D Shares
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 Trust 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 Charge
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 Trust 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 Trust 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 Trust 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 Trust and of other Select Pricing
Funds
19
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 into the
Trust that creates a sales charge will count toward completing a
new or existing Letter of Intent from the Trust.
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. Blueprint 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%, $300.01 up to $5,000 at 3.25%
plus $3 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% of 1% 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 participants in Blueprint 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 whose trustee
and/or plan sponsor has entered into a Merrill Lynch Directed IRA
Rollover Program Service Agreement.
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.
Employee Access
SM
Accounts.
Provided
applicable threshold requirements are met, either Class A or
Class D shares are offered at net asset value to Employee
Access
SM
Accounts available through authorized
employers. The initial minimum investment for such accounts is
$500, except that the initial minimum investment for shares
purchased for such accounts pursuant to the Automatic Investment
Program is $50.
20
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 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
Trust, 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 Trust at net asset value. The
Trust realizes economies of scale and reduction of sales-related
expenses by virtue of the familiarity of these persons with the
Trust. Employees and directors or trustees wishing to purchase
shares of the Trust must satisfy the Trusts suitability
standards.
Class D shares of the Trust are offered at net asset value,
without a sales charge, to an investor that has a business
relationship with a Financial Consultant 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 Trust with proceeds from
a redemption of shares of a mutual fund that was sponsored by
the Financial Consultants 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 Trust and the proceeds from the redemption had
been maintained in the interim in cash or a money market fund.
Class D shares of the Trust are also offered at net asset
value, without a sales charge, to an investor that has a business
relationship with a Merrill Lynch Financial Consultant 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 Trust 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 Trust are offered at net asset value,
without a sales charge, to an investor that has a business
relationship with a Merrill Lynch Financial Consultant 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 Trust 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 advisers, selected securities dealers and other
financial intermediaries that meet and adhere to standards
established by the Investment Adviser or an affiliate from time
to time.
21
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.
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 Trust 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 four 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 four years or
shares acquired pursuant to reinvestment of dividends and then of
shares held longest during the four-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:
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 of 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 2.0%
(the applicable rate in the third year after purchase).
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 disability (as defined
in the Internal Revenue Code of 1986, as amended) 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
22
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 and credit unions and benefit programs. 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. Order for purchases
and redemptions of Class B shares of the Fund will 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 Trust. Class D
shares are subject to an ongoing account maintenance fee of
0.25% of the 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 the 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 the Conversion Date the conversion
of Class B shares to Class D shares of the Trust 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 Trust held in the account on the Conversion Date will be
converted to Class D shares of the Trust.
23
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.
Class B shareholders of the Trust 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.
Share certificates for Class B shares of the Trust 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 1.00% 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. 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 Trust 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
Merrill Lynch compensates its Financial Consultants 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 dealers and other
financial intermediaries (including Merrill Lynch) related to
providing distribution-related services to the Trust in
connection with the sale of the Class B and Class C
shares, such as the payment of compensation to financial
consultants for selling Class B and Class C shares from
a dealers own funds. The combination of the CDSC
24
Closed-End Fund Reinvestment Options
Class A shares of the Trust (Eligible Class A
Shares) are offered at net asset value to holders of the
common stock of certain closed-end funds advised by the
Investment Adviser 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 Trust (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 from 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 for the below, shares of the Trust
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 Trust, shareholders of Merrill Lynch
Senior Floating Rate Fund II, Inc. will receive Class C
shares of the Trust and shareholders of Merrill Lynch Municipal
Strategy Fund, Inc. and Merrill Lynch High Income Municipal Bond
Fund, Inc. will receive Class D shares of the Trust, except
that shareholders of Merrill Lynch Municipal Strategy Fund, Inc.
and Merrill Lynch High Income Municipal Bond Fund, Inc. who
already own Class A shares of the Fund may be eligible to
purchase additional Class A shares pursuant to this option,
if such additional Class A shares will be held in the same
account as the existing Class A shares and the other
requirements pertaining to the reinvestment privilege are met. 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 conduct by the eligible fund and reinvest the
proceeds immediately in the designated class of shares of the
Trust. 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
Trust on such day. The Class C CDSC may be 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 have 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 Fees and Expenses in the
Prospectus for certain information with respect to the separate
distribution plans for Class B, Class C and
Class D 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 Trust to the Distributor with respect to such
classes.
The Distribution Plans for Class B, Class C and
Class D shares each provides that the Trust pay 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 Trust
attributable to shares of the
25
The Distribution Plans for Class B and Class C shares
each provides that the Trust also pay 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% of
the average daily net assets of the Trust 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 Trust, including
payments to financial consultants or other financial
intermediaries for selling Class B and Class C shares
of the Trust. The Distribution Plans relating to Class B and
Class C shares are designed to permit an investor to
purchase Class B and Class C shares through selected
dealers and other financial intermediaries without the assessment
of an initial sales charge and at the same time permit the
dealer to compensate its financial consultants, selected
securities dealers or other financial intermediaries in
connection with the sale of the Class B and Class C
shares.
The Trusts 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 Trust 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 Trust 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 Trust. A Distribution Plan cannot be amended to increase
materially the amount to be spent by the Trust 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 Trust 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.
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 in connection with their
deliberations as to the continuance of the Class B and
Class C Distribution Plans annually, as of December 31
of each year, on a fully allocated accrual basis and
quarterly on a direct expense and revenue/cash basis.
On the fully allocated accrual basis, revenues consist of the
account maintenance fees, distribution fees, the CDSCs and
certain other related revenues, and expenses consist of financial
consultant compensation, branch office and regional operation
center selling and transaction processing expenses, advertising,
sales promotion and marketing expenses, corporate overhead and
interest expense. On the direct expense and revenue/cash basis,
revenues consist of the account maintenance fees, distribution
fees and CDSCs and the expenses consist of financial consultant
compensation.
As of December 31, 1999, the fully allocated accrual
revenues incurred by the Distributor and Merrill Lynch for the
period since the commencement of operations of Class B
shares exceeded the fully allocated expenses by approximately
$150,000 (.78% of Class B net assets at that date). As of
July 31, 2000, direct cash revenues for the period since the
commencement of operations of Class B shares exceeded
direct cash
26
For the fiscal year ended July 31, 2000, the Trust paid the
Distributor $198,828 pursuant to the Class B Distribution
Plan (based on average daily net assets subject to such
Class B Distribution Plan of approximately
$19.8 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 July 31, 2000, the Trust paid the
Distributor $17,806 pursuant to the Class C Distribution
Plan (based on average daily net assets subject to such
Class C Distribution Plan of approximately
$1.8 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 July 31, 2000, the Trust paid the
Distributor $133,266 pursuant to the Class D Distribution
Plan (based on average daily net assets subject to such
Class D Distribution Plan of approximately
$53.2 million), all of which was paid to Merrill Lynch for
providing account maintenance activities in connection with
Class D shares.
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 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 Trust, the maximum sales charge rule limits
the aggregate of distribution fee payments and CDSCs payable by
the Trust to (1) 6.25% of eligible gross sales of
Class B shares and Class C 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 Trust will not
make further payments of the distribution fee with respect to
Class B shares and any CDSCs will be paid to the Trust
rather than to the Distributor; however, the Trust 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.
27
The following table sets forth comparative information as of
July 31, 2000 with respect to the Class B and
Class C shares of the Trust 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.
REDEMPTION OF SHARES
Reference is made to How to Buy, Sell, Transfer and
Exchange Shares in the Prospectus.
The Trust is required to redeem for cash all shares of the Trust
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.
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 New York Stock
Exchange (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 Trust is not reasonably practicable, and
for such other periods as the Commission may by order permit for
the protection of shareholders of the Trust.
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 Trust at such time.
28
The Trust has entered into a joint committed line of credit with
other investment companies advised by the Investment Adviser and
its affiliates and a syndicate of banks that is intended to
provide the Trust with a temporary source of cash to be used to
meet redemption requests from Trust 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 Trust. 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 Trust or the Transfer Agent may temporarily suspend
telephone transactions at any time.
For shareholders redeeming directly with the Transfer Agent,
payments will be mailed within seven days of receipt of a proper
notice of redemption. At various times the Trust 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 Trust may delay or cause to be delayed the
mailing of a 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 Trust 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 Trust.
29
Repurchase
The Trust also will repurchase Trust shares through a
shareholders listed selected securities dealer or other
financial intermediary. The Trust normally will accept orders to
repurchase Trust 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 regular close
of business on the NYSE (generally, the NYSE closes at 4:00
p.m., Eastern time) and such request is received by the Trust
from such selected securities 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
Trust 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 Trust (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 Trust. Merrill Lynch, selected securities
dealers or other financial intermediaries may charge its
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 Trust 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 Trust
may redeem Trust shares as set forth above. Redemption payments
will be made within seven days of the proper tender of the
certificates.
Reinstatement Privilege Class A and
Class D Shares
Shareholders who have redeemed their Class A or Class D
shares of the Trust have a privilege to reinstate their accounts
by purchasing Class A or Class D shares, as the case
may be, of the Trust 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 Consultant 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 How Shares are Priced in the
Prospectus.
The net asset value of the shares of all classes of the Trust 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 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 Trust 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 Investment
Adviser and Distributor are accrued daily.
30
The per share net asset value of Class B, Class C and
Class D 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 with respect to
Class B and Class C shares, and the daily expense
accruals of the account maintenance fees applicable with respect
to the Class D shares; 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 D
shares reflecting the daily expense accruals of the distribution
fees and higher transfer agency fees applicable with respect to
Class B and Class C shares of the Trust. It is
expected, however, that the per share net asset value of the four
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 that are traded on stock exchanges are
valued at the last sale price (regular way) 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 in the OTC market prior to the time of
valuation. Short positions in securities traded in the OTC market
are valued at the last available ask price in the OTC market
prior to the time of valuation. 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 Trust writes an option, the amount of the premium received is
recorded on the books of the Trust 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 Trust 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 stated at market value. Securities and
assets for which market quotations are not readily available are
stated at fair value as determined in good faith by or under the
direction of the Trustees of the Trust. Such valuations and
procedures will be reviewed periodically by the Trustees.
Generally, trading in foreign 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 Trusts 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 Trusts
net asset value.
31
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 Trust based on the value of the Trusts net assets and
number of shares outstanding on July 31, 2000 is set forth
below.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to policies established by the Board of Trustees of the
Trust, the Investment Adviser is primarily responsible for the
execution of the Trusts portfolio transactions and the
allocation of brokerage. The Trust has no obligation to deal with
any broker or group of brokers in the execution of transactions
in portfolio securities and does not use any particular broker or
dealer. In executing transactions with brokers and dealers, the
Investment Adviser seeks to obtain the best net results for the
Trust, taking into account such factors as price (including the
applicable brokerage commission or dealer spread), size of order,
difficulty of execution and operational facilities of the firm
and the firms risk in positioning a block of securities.
While the Investment Adviser generally seeks reasonably
competitive commission rates, the Trust does not necessarily pay
the lowest spread or commission available. In addition,
consistent with the Conduct Rules of the NASD and policies
established by the Board of Trustees of the Trust, the Investment
Adviser may consider sales of shares of the Trust as a factor in
the selection of brokers or dealers to execute portfolio
transactions for the Trust; however, whether or not a particular
broker or dealer sells shares of the Trust neither qualifies nor
disqualifies such broker or dealer to execute transactions for
the Trust.
Subject to obtaining the best net results, brokers who provide
supplemental investment research services to the Investment
Adviser may receive orders for transactions by the Trust. Such
supplemental research services ordinarily consist of assessments
and analyses of the business or prospects of a company, industry
or economic sector. Information so received will be in addition
to and not in lieu of the services required to be performed by
the Investment Adviser under the Investment Advisory Agreement,
and the expenses of the Investment Adviser will not necessarily
be reduced as a result of the receipt of such supplemental
information. If in the judgment of the Investment Adviser the
Trust will benefit from supplemental research services, the
Investment Adviser is authorized to pay brokerage commissions to
a broker furnishing such services that are in excess of
commissions that another broker may have charged for effecting
the same transaction. Certain supplemental research services may
primarily benefit one or more other investment companies or other
accounts for which the Investment Adviser exercises investment
discretion. Conversely, the Trust may be the primary beneficiary
of the supplemental research services received as a result of
portfolio transactions effected for such other accounts or
investment companies.
The Trust 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 Trust will endeavor to achieve the best net results
in
32
Foreign equity securities may be held by the Trust 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 over-the-counter 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 Trusts 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 Trust are
redeemable on a daily basis in U.S. dollars, the Trust 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. 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 Trust,
including commissions paid to Merrill Lynch, is set forth in the
following table:
For the fiscal year ended July 31, 2000, the brokerage
commissions paid to Merrill Lynch represented 10.29% of the
aggregate brokerage commissions paid and involved 6.91% of the
Trusts dollar amount of transactions involving payment of
brokerage commissions.
The Trust may invest in certain securities traded in the OTC
market and intends to deal directly with the dealers who make a
market in securities involved, except in those circumstances in
which better prices and execution are available elsewhere. Under
the Investment Company Act, persons affiliated with the Trust and
persons who are affiliated with such affiliated persons are
prohibited from dealing with the Trust 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
the dealers acting as principal for their own accounts, the
Trust will not deal with affiliated persons, including Merrill
Lynch and its affiliates, in connection with such transactions.
However, an affiliated person of the Trust may serve as its
broker in 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 Trust 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 approved by the Board of
Directors of the Trust that either comply with rules adopted by
the Commission or with interpretations of the Commission staff.
See Investment Objective and Policies
Investment Restrictions.
Section 11(a) of the Exchange Act generally prohibits
members of the United States 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 Trust 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 Trust and
annual statements as to aggregate compensation will be provided
to the Trust.
The Board of Trustees of the Trust has considered the possibility
of seeking to recapture for the benefit of the Trust brokerage
commissions and other expenses of possible portfolio transactions
by conducting portfolio
33
Because of different objectives or other factors, a particular
security may be bought for one or more clients of the Investment
Adviser or an affiliate when one or more clients of the
Investment Adviser 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 Trust or other
clients or funds for which the Investment Adviser or an affiliate
acts 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 Investment Adviser 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 Trust offers a number of shareholder services and investment
plans described below that are designed to facilitate investment
in shares of the Trust. 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 Trust, by
calling the telephone number on the cover page hereof, or from
the Distributor, Merrill Lynch, a 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 through
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.
Shareholders may transfer their Trust shares from Merrill Lynch,
a selected securities dealer or other financial intermediary to
another securities dealer or other financial intermediary that
has entered into a selected dealer agreement with Merrill Lynch.
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 a selected dealer agreement with Merrill Lynch,
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 to
maintain the shares in an account at the Transfer Agent
registered in the name of the securities dealer for the benefit
of the shareholder whether the securities dealer has entered into
a selected dealer agreement or not.
34
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 Trust, 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 each class of shares of the Trust have an
exchange privilege with other Select Pricing Funds and Summit
Cash Reserves Fund (Summit), a series of Financial
Institutions Series Trust, 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
Trust for Class A shares of a second Select Pricing Fund if
the shareholder holds any Class A shares of the second fund
in the 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 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 Trust
exercising the exchange privilege will continue to be subject to
the Trusts 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 Trust acquired through use of the
exchange privilege will be subject to the Trusts CDSC
schedule if such schedule is higher than the
35
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 Consultant for further information.
Prior to October 12, 1998, exchanges from the Trust 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 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
Trust will be subject to the CDSC schedule applicable to such
Trust 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 Trust
received in exchange for such money market fund shares will be
aggregated with the holding period for the trust 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, 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 Trusts 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 Trust 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 Trust 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 Consultant, who will advise the Trust of
the exchange. Shareholders of the
36
This exchange privilege may be modified or terminated in
accordance with the rules of the Commission. The Trust 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 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 Trust and certain of the
other mutual funds sponsored by Merrill Lynch as well as in other
securities. Merrill Lynch may charge an initial establishment
fee and an annual fee for each account. 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.
Different tax rules apply to Roth IRA plans and education savings
plans. 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.
37
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
Trusts Automatic Investment Plan. The Trust 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.
Alternatively, an investor that maintains a CMA® or
CBA® Account may arrange to have periodic investments made
in the Trust in amounts of $100 ($1 or more for retirement
accounts) or more through the CMA® or CBA® 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
Trust. Such reinvestment will be at the net asset value of shares
of the Trust as 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 Trust 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
Consultant, 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 Trust 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.
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 Trust 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. Redemptions will be made at net asset
value as 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 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 for withdrawal payment 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 Trust shares. A
shareholders Systematic Withdrawal Plan may be terminated
at any time, without charge or penalty, by the shareholder, the
Trust, 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
38
Withdrawal payments should not be considered as dividends. Each
withdrawal is a taxable event. 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 Trust will not knowingly accept purchase
orders for shares of the Trust 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 CBA® or Retirement Account may elect to have
shares redeemed on a monthly, bimonthly, quarterly, semiannual or
annual basis through the CMA® or CBA® Systematic
Redemption Program. 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® or CBA® Systematic
Redemption Program is not available if Trust shares are being
purchased within the account pursuant to the Automated Investment
Program. For more information on the CMA® or CBA®
Systematic Redemption Program, eligible shareholders should
contact their Merrill Lynch Financial Consultant.
DIVIDENDS AND TAXES
Dividends
The Trust intends to distribute substantially all of its net
investment income, if any. Dividends from such net investment
income will be paid at least annually. All net realized capital
gains, if any, will be distributed to the Trusts
shareholders at least annually. From time to time, the Trust may
declare a special distribution at or about the end of the
calendar year in order to comply with Federal tax requirements
that certain percentages of its ordinary income and capital gains
be distributed during the year. If in any fiscal year, the Trust
has net income from certain foreign currency transactions, such
income will be distributed at least annually.
See Shareholder Services Automatic Dividend
Reinvestment Plan for information concerning the manner in
which dividends may be reinvested automatically in shares of the
Trust. A shareholder may also elect to receive any such dividends
in cash. Dividends are taxable to shareholders, as discussed
below, whether they are reinvested in shares of the Trust or
received in cash. The per share dividends on Class B and
Class C shares will be lower than the per share dividends on
Class A and Class D shares as a result of the account
maintenance, distribution and higher transfer agency fees
applicable with respect to the Class B and Class C
shares; similarly, the per share dividends on Class D shares
will be lower than the per share dividends on Class A
shares as a result of the account maintenance fees applicable
with respect to the Class D shares. See Pricing of
Shares Determination of Net Asset Value.
39
Taxes
The Trust intends to continue to qualify for the special tax
treatment afforded regulated investment companies
(RICs) under the Internal Revenue Code of 1986, as
amended (the Code). As long as it so qualifies, the
Trust (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 and Class D shareholders
(together, the shareholders). The Trust 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 Trust 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 Trusts taxable
income and capital gains will be distributed to avoid entirely
the imposition of the tax. In such event, the Trust will be
liable for the tax only on the amount by which it does not meet
the foregoing distribution requirements.
Dividends paid by the Trust 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 futures and options) (capital
gain dividends) are taxable to shareholders as long term
capital gains, regardless of the length of time the shareholder
has owned Trust shares. Any loss upon the sale or exchange of
Trust 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
Trusts 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). Certain
categories of capital gains are taxable at different rates.
Generally not later than 60 days after the close of its
taxable year, the Trust will provide its shareholders with a
written notice designating the amount of any capital gain
dividends as well as any amount of capital gain dividends in the
different categories of capital gain referred to above.
Dividends are taxable to shareholders even though they are
reinvested in additional shares of the Trust. A portion of the
Trusts ordinary income dividends may be eligible for the
dividends received deduction allowed to corporations under the
Code, if certain requirements are met. For this purpose, the
Trust will allocate dividends eligible for the dividends received
deduction among the Class A, Class B, Class C and
Class D shareholders according to a method (which it
believes is consistent with the Securities and Exchange
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. If the Trust 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 Trust 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 for
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 Trust
on the exchanged shares 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 Trust will
be disallowed if other Trust shares are acquired (whether
through the automatic reinvestment of dividends or otherwise)
within a 61-day period
40
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 the applicability of
the U.S. withholding tax.
Under certain provisions of the Code, some shareholders may be
subject to a 31% 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 Trust or who, to the
Trusts 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 Trust 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 Trust.
In addition, a foreign tax credit may be claimed with respect to
withholding tax on a dividend only if the shareholder meets
certain holding period requirements. The Trust also must meet
these holding period requirements, and if the Trust fails to do
so, it will not be able to pass through to
shareholders the ability to claim a credit or a deduction for the
related foreign taxes paid by the Trust. If the Trust satisfies
the holding period requirements and if more than 50% in the value
of its total assets at the close of its taxable year consists of
securities of foreign corporations, the Trust will be eligible,
and intends, to file an election with the Internal Revenue
Service pursuant to which shareholders of the Trust 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 in computing 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 tax on the income resulting from the Trusts
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 been paid by such shareholder. The Trust
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 Trust will allocate
foreign source income among the Class A, Class B,
Class C and Class D shareholders according to a method
similar to that described above for the allocation of dividends
eligible for the dividends received deduction.
Tax Treatment of Options, Futures and Forward Foreign Exchange
Transactions
The Trust 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 non-U.S. Currency for which the
Trust 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 Trust 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 Trust solely to reduce
the risk of changes in price or interest or currency exchange
rates with respect to its investments.
41
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 Trust 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
Trusts sales of securities and transactions in options,
futures and forward foreign exchange contracts. Under
Section 1092, the Trust 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 stocks,
securities or foreign currencies will be qualifying income for
purposes of determining whether the Trust 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,
futures, or forward foreign exchange contracts will be valued
for purposes of the RIC diversification requirements applicable
to the Trust.
Under Code Section 988, special rules are provided for
certain transactions in a foreign 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 futures
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
Trust 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 Trust. In general, however,
Code Section 988 gains or losses will increase or decrease
the amount of the Trusts 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
Trust 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 each shareholders Trust shares and
resulting in a capital gain for any shareholder who received a
distribution greater than such shareholders basis in Trust
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 Trust
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 that 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 own tax advisers
regarding specific questions as to Federal, foreign, state or
local taxes. Foreign investors should consider applicable foreign
taxes in their evaluation of an investment in the Trust.
42
PERFORMANCE DATA
From time to time the Trust 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 Trusts historical
performance and are not intended to indicate future performance.
Average annual total return is determined separately for
Class A, Class B, Class C and Class D shares in
accordance with formulas specified by the Commission.
Average annual total return quotations 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 is computed assuming all
dividends and distributions 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 as in the case of Class B and Class C
shares.
The Trust 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 below is total return information for the Class A,
Class B, Class C and Class D shares of the Trust for
the periods indicated. As a result of the implementation of the
Merrill Lynch Select Pricing
SM
System, Class A
shares of the Fund outstanding prior to October 21, 1994,
were redesignated Class D shares, and historical performance
data pertaining to such shares is provided below under the
caption Class D.
43
Total return figures are based on the Trusts historical
performance and are not intended to indicate future performance.
The Trusts total return will vary depending on market
conditions, the securities comprising the Trusts portfolio,
the Trusts operating expenses and the amount of realized
and unrealized net capital gains or losses during the period. The
value of an investment in the Trust 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 Trust 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 Trust may compare its performance to various
indices including 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, Business Week,
Forbes Magazine, Fortune Magazine
or other industry
publications. When comparing its performance to a market index,
the Trust may refer to various statistical measures derived from
the historic performance of the Trust and the index, such as
standard deviation and beta. In addition, from time to time, the
Trust may include the Trusts Morningstar risk-adjusted
performance ratings in advertisements or supplemental sales
literature. The Trust may provide information designed to help
investors understand how the Trust 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 Trusts portfolio composition,
investment philosophy, strategy or investment techniques,
comparisons of the Trusts 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 Trust 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 Trusts relative performance for any future period.
GENERAL INFORMATION
Description of Shares
The Declaration of Trust of the Trust permits the Trustees to
issue an unlimited number of full and fractional shares of
beneficial interest, par value $0.10 per share, of different
classes and to divide or combine the shares of each class into a
greater or lesser number of shares without thereby changing the
proportionate beneficial interest in the Trust. At the date of
this Statement of Additional Information, the shares of the Trust
are divided into Class A, Class B, Class C and
Class D shares. Under the Declaration of Trust, the
44
Shareholders are entitled to one vote for each full share held
and fractional votes for fractional shares held in the election
of Trustees (to the extent hereafter provided) and on other
matters submitted to vote of shareholders, except that
shareholders of the class bearing account maintenance and/or
distribution expenses as provided above shall have exclusive
voting rights with respect to matters relating to such account
maintenance and/or distribution expenditures. Voting rights are
not cumulative, so that holders of more than 50% of the shares
voting in the election of Trustees can, if they choose to do so,
elect all the Trustees of the Trust, in which event the holders
of the remaining shares are unable to elect any person as a
Trustee. No amendment 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 Trust, or
to make certain non-material changes, without the affirmative
vote of a majority of the outstanding shares of the Trust or of
the affected class.
The Trust is an entity of the type commonly known as a
Massachusetts business trust. Under Massachusetts
law, shareholders of such a trust may, under certain
circumstances, be held personally liable as partners for its
obligations. However, the Declaration of Trust establishing the
Trust, dated April 12, 1985, a copy of which together with
all amendments thereto (the Declaration of Trust) is
on file in the office of the Secretary of the Commonwealth of
Massachusetts, contains an express disclaimer of shareholder
liability for acts or obligations of the Trust and provides for
indemnification and reimbursement of expenses out of the Trust
property for any shareholder held personally liable for the
obligations of the Trust. The Declaration of Trust also provides
that the Trust may maintain appropriate insurance (for example,
fidelity bonding and errors and omissions insurance) for the
protection of the Trust, its shareholders, Trustees, officers,
employees and agents covering possible tort and other
liabilities. Thus, 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.
The Declaration of Trust further provides that obligations of the
Trust are not binding upon the Trustees individually but only
upon the property of the Trust and that the Trustees will not be
liable for any action or failure to act, but nothing in the
Declaration of Trust protects a Trustee against any liability to
which he or she would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard
of the duties involved in the conduct of his office.
The Investment Adviser provided the initial capital for the Trust
by purchasing 10,000 shares for $100,000. Such shares were
acquired for investment and can only be disposed of by
redemption. The proceeds realized by the Investment Adviser upon
the redemption of any of the shares initially purchased by it
will be reduced by the proportional amount of the unamortized
organizational expenses which the number of such initial shares
being redeemed bears to the number of shares initially purchased.
On November 1, 2000 the Trust changed its name from Merrill
Lynch Global Resources Trust to Merrill Lynch Natural Resources
Trust.
Independent Auditors
Deloitte & Touche LLP, Princeton Forrestal Village, 116-300
Village Boulevard, Princeton, New Jersey 08540 has been selected
as the independent auditors of the Trust. The selection of
independent auditors is
45
Custodian
The Bank of New York (the Custodian), 90 Washington
Street, 12th Floor, New York, New York 10286, acts as the
custodian of the Trusts assets. The Custodian is
responsible for safeguarding and controlling the Trusts
cash and securities, handling the receipt and delivery of
securities and collecting interest and dividends on the
Trusts investments.
Transfer Agent
Financial Data Services, Inc., 4800 Deer Lake Drive East,
Jacksonville, Florida 32246-6484, acts as the Trusts
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 How
to Buy, Sell, Transfer and Exchange Shares Through
the Transfer Agent in the Prospectus.
Legal Counsel
Brown & Wood LLP, One World Trade Center, New York, New
York 10048-0557, is counsel for the Trust.
Reports to Shareholders
The fiscal year of the Trust ends on July 31 of each year.
The Trust sends to its shareholders at least semi-annually
reports showing the Trusts 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 Trust 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 Trust 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.
Under a separate agreement, ML & Co. has granted the Trust
the right to use the Merrill Lynch name and has
reserved the right to withdraw its consent to the use of such
name by the Trust at any time or to grant the use of such name to
any other company, and the Trust has granted ML & Co. under
certain conditions, the use of any other name it might assume in
the future, with respect to any corporation organized by ML &
Co.
46
To the knowledge of the Trust, the following persons or entities
owned beneficially 5% or more of a class of the Trusts
shares as of November 1, 2000:
FINANCIAL STATEMENTS
The Trusts audited financial statements are incorporated in
this Statement of Additional Information by reference to its
2000 annual report to shareholders. You may request a copy of the
annual report at no charge by calling (800) 456-4587 ext.
789 between 8:00 a.m. and 8:00 p.m. on any business day.
47
Code #10302-11-00
Table of Contents
Page
Investment Objective and Policies
2
Description of Certain Investments
3
Derivatives
6
Additional Risk Factors of OTC Transactions; Limitations on the
Use of OTC Derivatives
9
Other Investment Policies and Practices
9
Investment Restrictions
10
Portfolio Turnover
12
Management of the Trust
13
Trustees and Officers
13
Compensation of Trustees
14
Management and Advisory Arrangements
15
Code of Ethics
16
Purchase of Shares
16
Initial Sales Charge Alternatives Class A
and Class D Shares
17
Reduced Initial Sales Charge
19
Deferred Sales Charge Alternatives Class B
and Class C Shares
22
Closed-End Fund Reinvestment Options
25
Distribution Plans
25
Limitations on the Payment of Deferred Sales Charges
27
Redemption of Shares
28
Redemption
29
Repurchase
30
Reinstatement Privilege Class A and
Class D Shares
30
Pricing of Shares
30
Determination of Net Asset Value
30
Computation of Offering Price Per Share
32
Portfolio Transactions and Brokerage
32
Shareholder Services
34
Investment Account
34
Exchange Privilege
35
Fee-Based Programs
37
Retirement and Education Savings Plans
37
Automatic Investment Plans
38
Automatic Dividend Reinvestment Plan
38
Systematic Withdrawal Plan
38
Dividends and Taxes
39
Dividends
39
Taxes
40
Tax Treatment of Options, Futures and Forward Foreign Exchange
Transactions
41
Special Rules for Certain Foreign Currency Transactions
42
Performance Data
43
General Information
44
Description of Shares
44
Independent Auditors
45
Custodian
46
Transfer Agent
46
Legal Counsel
46
Reports to Shareholders
46
Shareholder Inquiries
46
Additional Information
46
Financial Statements
47
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1. 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).
2. Make investments for the purpose of exercising control
or management.
3. Purchase or sell real estate, except that, to the extent
permitted by applicable law, the Trust may invest in securities
directly or indirectly secured by real estate or interests
therein or issued by companies which invest in real estate or
interests therein.
4. 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 and repurchase agreements and similar instruments
shall not be deemed to be the making of a loan, and except
further that the Trust may lend its portfolio securities provided
that the lending of portfolio securities may be made only in
accordance with applicable law and guidelines set forth in the
Prospectus and Statement of Additional Information, as they may
be amended from time to time.
5. Issue senior securities to the extent such issuance
would violate applicable law.
6. Borrow money, except that (i) the Trust 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 Trust may, to the extent permitted by
applicable law, borrow up to an additional 5% of its total assets
for temporary purposes, (iii) the Trust may obtain such
short-term credit as may be necessary for the clearance of
purchases and sales of portfolio securities and (iv) the
Trust may purchase securities on
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margin to the extent permitted by applicable law. The Trust may
not pledge its assets other than to secure such borrowings or, to
the extent permitted by the Trusts investment policies as
set forth in the Prospectus and 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.
7. Underwrite securities of other issuers, except insofar
as the Trust technically may be deemed an underwriter under the
Securities Act, in selling portfolio securities.
8. Purchase or sell commodities or contracts on
commodities, except to the extent the Trust may do so in
accordance with applicable law and the Prospectus and Statement
of Additional Information, as they may be amended from time to
time, and without registering as a commodity pool operator under
the Commodities Exchange Act.
a. Purchase securities of other investment companies except
to the extent that such purchases are permitted by applicable
law. As a matter of policy, however, the Trust 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 its shares are owned by
another investment company that is part of the same group of
investment companies as the Trust.
b. Make short sales of securities or maintain a short
position except to the extent permitted by applicable law. The
Trust currently does not intend to engage in short sales
against the box.
c. Invest in securities which cannot be readily resold
because of legal or contractual restrictions or which cannot
otherwise be marketed, redeemed or put to the issuer or to a
third party, if at the time of acquisition more than 15% of its
net assets would be invested in such securities. This restriction
does not apply to securities which mature within seven days or
securities which the Board of Trustees of the Trust have
otherwise determined to be liquid pursuant to applicable law.
Securities purchased in accordance with Rule 144A under the
Securities Act (a Rule 144A Security) and determined
to be liquid by the Trusts Board of Trustees are not
subject to the limitations set forth in this investment
restriction.
d. Notwithstanding fundamental investment
restriction (6) above, borrow money or pledge its assets
except that the Trust may borrow from a bank as a temporary
measure for extraordinary or emergency purposes or to meet
redemptions in amounts not exceeding 10% (taken at the market
value) of its total assets and pledge its assets to secure such
borrowings. (For the purpose of this restriction, collateral
arrangements with respect to the writing of options, and, if
applicable, interest rate futures contracts, options on interest
rate futures contracts, and collateral arrangements with respect
to initial and variation margin are not deemed to be a pledge of
assets and neither such arrangements nor the purchase or sale of
futures or related options are deemed to be the issuance of a
senior security.) The Trust will not purchase securities while
borrowings exceed 5% (taken at market value) of its total assets.
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(1)
Interested person, as defined in the Investment
Company Act, of the Trust.
(2)
Such Trustee or officer is a trustee, director or
officer of certain other investment companies for which the
Investment Adviser or FAM acts as the investment adviser or
manager.
(3)
Member of the Trusts Audit and Nominating
Committee, which is responsible for the selection of the
independent auditors and the selection and nomination of
non-interested Trustees.
Aggregate
Pension or
Estimated
Compensation from
Retirement Benefits
Annual
Trust and Other
Position with
Compensation
Accrued as Part of
Benefits upon
MLIM/FAM-
Name
Trust
From Trust
Trust Expense
Retirement
Advised Funds(1)
M. Colyer Crum
Trustee
$
9,000
None
None
$
122,975
Laurie Simon Hodrick(2)
Trustee
$
6,000
None
None
$
53,000
Jack B. Sunderland
Trustee
$
8,000
None
None
$
143,975
Stephen B. Swensrud(3)
Trustee
$
None
None
$
232,250
J. Thomas Touchton
Trustee
$
8,000
None
None
$
142,725
Fred G. Weiss
Trustee
$
8,000
None
None
$
122,975
(1)
The Trustees serve on the boards of MLIM/
FAM-advised funds as follows: Mr. Crum (25 registered
investment companies consisting of 60 portfolios);
Ms. Hodrick (25 registered investment companies consisting
of 60 portfolios); Mr. Sunderland (25 registered investment
companies consisting of 60 portfolios); Mr. Swensrud (40
registered investment companies consisting of 80 portfolios);
Mr. Touchton (25 registered investment companies consisting
of 60 portfolios); and Mr. Weiss (25 registered investment
companies consisting of 60 portfolios).
(2)
Ms. Hodrick was appointed a Trustee of the Trust
and a Director/Trustee of certain other MLIM/FAM-advised funds on
November 4, 1999.
(3)
Mr. Swensrud was elected a Trustee of the
Trust and a Director/Trustee of certain other MLIM/FAM-advised
funds on July 17, 2000.
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Fiscal Year Ended July 31,
Investment Advisory Fee
2000
$
512,575
1999
$
511,418
1998
$
903,333
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For the Fiscal Year
Gross Sales
Sales Charges
Sales Charges
CDSCs Received on
Ended
Charges
Retained by
Paid to
Redemption of
July 31,
Collected
Distributor
Merrill Lynch
Load-Waived Shares
2000
$
701
$
71
$
630
$
244
1999
$
2,241
$
179
$
2,062
$
0
1998
$
1,045
$
93
$
952
$
0
For the Fiscal Year
Gross Sales
Sales Charges
Sales Charges
CDSCs Received on
Ended
Charges
Retained by
Paid to
Redemption of
July 31,
Collected
Distributor
Merrill Lynch
Load-Waived Shares
2000
$
25,601
$
1,474
$
24,127
$
26,463
1999
$
3,486
$
189
$
3,297
$
0
1998
$
15,442
$
1,081
$
14,361
$
0
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CDSC as a Percentage
of Dollar Amount
Year Since Purchase Payment Made
Subject to Charge
01
4.0%
12
3.0%
23
2.0%
34
1.0%
4 and thereafter
None
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Class B Shares*
For the Fiscal Year
CDSCs Received
CDSCs Paid to
Ended July 31,
by Distributor
Merrill Lynch
2000
$
37,375
$
37,375
1999
$
48,853
$
48,853
1998
$
119,757
$
119,757
*
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
CDSCs Received
CDSCs Paid to
Ended July 31,
by Distributor
Merrill Lynch
2000
$
3,882
$
3,882
1999
$
733
$
733
1998
$
809
$
809
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Data Calculated as of July 31, 2000
(in thousands)
Annual
Distribution
Allowable
Amounts
Fee at
Eligible
Allowable
Interest on
Maximum
Previously
Aggregate
Current Net
Gross
Aggregate
Unpaid
Amount
Paid to
Unpaid
Asset
Sales(1)
Sales Charges(2)
Balance(3)
Payable
Distributor(4)
Balance
Level(5)
Class B Shares for the period August 2, 1985
(commencement of operations) to July 31, 2000
Under NASD Rule as Adopted
$
1,341,038
$
79,335
$
97,148
$
176,483
$
53,235
$
123,247
$
144
Under Distributors Voluntary Waiver
$
1,341,030
$
79,335
$
11,185
$
90,520
$
53,235
$
37,284
$
144
Class C Shares, for the period October 21, 1994
(commencement of operations) to July 31, 2000
Under NASD Rule as Adopted
$
10,060
$
592
$
276
$
868
$
117
$
751
$
13
(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 Cash Reserves Fund (Summit) which 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. See What are the Trusts 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 Merrill Lynch Mutual Fund Advisor (Merrill
Lynch MFA
SM
) Program (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).
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Class A
Class B
Class C
Class D
Net Assets
$
13,099,789
$
19,222,880
$
1,782,007
$
52,365,851
Number of Shares Outstanding
769,787
1,135,405
106,578
3,081,223
Net Asset Value Per Share (net assets divided by number of shares
outstanding)
$
17.02
$
16.93
$
16.72
$
17.00
Sales Charge (for Class A and Class D shares: 5.25% of
offering price; 5.54% of net asset value per share)*
.94
**
**
.94
Offering Price
$
17.96
$
16.93
$
16.72
$
17.94
*
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 Charges Alternatives Class B and
Class C Shares herein.
Table of Contents
Aggregate Brokerage
Commissions Paid
Fiscal Year Ended July 31,
Commissions Paid
to Merrill Lynch
2000
$
267,909
$
27,569
1999
$
295,273
$
22,994
1998
$
317,783
$
17,450
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Class A Shares
Class B Shares
Expressed
Expressed
as a percentage
as a percentage
based on a
based on a
hypothetical
hypothetical
$1,000
$1,000
Period
investment
investment
Average Annual Total Return
(including maximum applicable
sales charges)
One Year Ended July 31, 2000
4.21
%
4.80
%
Five Years Ended July 31, 2000
2.85
%
2.88
%
Ten Years Ended July 31, 2000
3.53
%
3.01
%
Table of Contents
Class C
Class D
Shares
Shares
Expressed
Expressed
as a percentage
as a percentage
based on a
based on a
hypothetical
hypothetical
$1,000
$1,000
Period
investment
investment
Average Annual Total Return
(including maximum applicable
sales charges)
One Year Ended July 31, 2000
7.85
%
3.99
%
Five Years Ended July 31, 2000
2.88
%
2.60
%
Inception (October 21, 1994) to July 31, 2000
3.23
%
3.10
%
Table of Contents
Table of Contents
Table of Contents
Percentage
Name
Address
and Class
Merrill Lynch Trust Company
Investment Account
P.O. Box 30532
New Brunswick, NJ 08989
48.00% Class A
Merrill Lynch Trust Company
Trustee FBO MLRAP Plan
Investment Account
Attn: East Region
P.O. Box 30532
New Brunswick, NJ 08989
34.60% Class A
Merrill Lynch Trust Company
Trustee FBO MLRAP Plan
Investment Account
Attn: East Region
P.O. Box 30532
New Brunswick, NJ 08989
12.87% Class A
Table of Contents
Table of Contents
Table of Contents
PART C
Item 23.
Exhibits
C-1
Item 24.
Persons Controlled by or Under
Common Control with the Registrant
The Registrant is not controlled by or under common control with
any 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 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 of 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 interests 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 of
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
C-2
Insofar as the conditional advancing of indemnification moneys
for actions based upon the Investment Company Act of 1940, as
amended (the 1940 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 Class A, Class B, Class C
and Class D Shares Distribution Agreements relating to the
securities being offered hereby, the Registrant agrees to
indemnify the Distributor and each person, if any, who controls
the Distributor within the meaning of the Securities Act of 1933,
as amended (the 1933 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 1933
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 1933 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 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 1933 Act and will be governed by the final
adjudication of such issue.
Item 26.
Business and Other Connections of
Investment Adviser
Merrill Lynch Investment Managers, L.P. (MLIM or the
Investment Adviser), acts as the investment adviser
for the following open-end registered investment companies:
Master Global Financial Services Trust, Merrill Lynch Balanced
Capital Fund, Inc., Merrill Lynch Convertible
Fund, Inc., 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 EuroFund,
Merrill Lynch Fundamental Growth Fund, Inc., Merrill Lynch
Global Allocation 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 Growth Fund, Merrill
Lynch Healthcare Fund, Inc., Merrill Lynch Index Funds,
Inc., Merrill Lynch Intermediate Government Bond Fund, Merrill
Lynch International Equity Fund, Merrill Lynch Latin America
Fund, Inc., Merrill Lynch Municipal Series Trust, Merrill
Lynch Pacific Fund, Inc., Merrill Lynch Ready Assets Trust,
Merrill Lynch Real Estate Fund, Inc., Merrill Lynch
Retirement Series Trust, Merrill Lynch Series Fund, Inc.,
Merrill Lynch Short-Term Global Income Fund, Inc., Merrill
Lynch Short Term U.S. Government Fund, Inc., Merrill Lynch
Strategic Dividend Fund, 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., The Asset Program, Inc. and
Hotchkis and Wiley Funds (advised by Hotchkis and Wiley, a
division of MLIM); and for the following closed-end registered
investment companies: Merrill Lynch High Income Municipal Bond
Fund, Inc., Merrill Lynch Senior
C-3
Fund Asset Management, L.P. (FAM), an affiliate of
the Investment Adviser, acts as the investment adviser for the
following open-end registered investment companies: CBA Money
Fund, CMA Government Securities Fund, CMA Money Fund, CMA
Multi-State Municipal Series Trust, CMA Tax-Exempt Fund, CMA
Treasury Fund, The Corporate Fund Accumulation
Program, Inc., Financial Institutions Series Trust, Master
Basic Value Trust, Master Focus Twenty Trust, Master Internet
Strategies Trust, Master Large Cap Series Trust, Master Premier
Growth Trust, Master SmallCap Value Trust, Master U.S. High Yield
Trust, Mercury Global Holdings, Inc., Merrill Lynch California
Municipal Series Trust, Merrill Lynch Corporate Bond
Fund, Inc., Merrill Lynch Corporate High Yield
Fund, Inc., Merrill Lynch Focus Value Fund, Inc.,
Merrill Lynch Funds for Institutions Series, Merrill Lynch
Multi-State Limited Maturity Municipal Series Trust, Merrill
Lynch Multi-State Municipal Series Trust, Merrill Lynch Municipal
Bond Fund, Inc., Merrill Lynch U.S. Government Mortgage
Fund, Merrill Lynch World Income Fund, Inc., The Asset
Program, Inc. and The Municipal Fund Accumulation
Program, Inc.; and for the following closed-end registered
investment companies: Apex Municipal Fund, Inc., Corporate
High Yield Fund, Inc., Corporate High Yield Fund
II, Inc., Corporate High Yield Fund III, Inc., Debt
Strategies Fund, Inc., Debt Strategies Fund II, Inc.,
Debt Strategies Fund III, Inc., Income Opportunities
Fund 2000, Inc., Master Senior Floating Rate Trust, Merrill
Lynch Municipal Strategy Fund, Inc., MuniAssets
Fund, Inc., MuniEnhanced Fund, Inc., MuniHoldings
Fund, Inc., MuniHoldings Fund II, Inc., MuniHoldings
California Insured Fund, Inc., MuniHoldings California Insured
Fund V, Inc., MuniHoldings Florida Insured Fund,
MuniHoldings Florida Insured Fund V, MuniHoldings Insured
Fund, Inc., MuniHoldings Insured Fund II, Inc.,
MuniHoldings Michigan Insured Fund II, Inc., MuniHoldings
New Jersey Insured Fund, Inc., MuniHoldings New Jersey
Insured Fund IV, Inc., MuniHoldings New York Insured
Fund, Inc., MuniHoldings New York Insured Fund IV,
Inc., MuniInsured Fund, Inc., MuniVest Fund, Inc.,
MuniVest Fund II, Inc., MuniYield Arizona Fund, Inc.,
MuniYield California Fund, Inc., MuniYield California
Insured Fund, Inc., MuniYield California Insured
Fund II, Inc., MuniYield Florida Fund, MuniYield Florida
Insured Fund, MuniYield Fund, Inc., MuniYield Insured
Fund, Inc., MuniYield Michigan Fund, Inc., MuniYield
Michigan Insured Fund, Inc., MuniYield New Jersey
Fund, Inc., MuniYield New Jersey Insured Fund, Inc.,
MuniYield New York Insured Fund, Inc., MuniYield
Pennsylvania Insured Fund, MuniYield Quality Fund, Inc.,
MuniYield Quality Fund II, Inc., Senior High Income
Portfolio, Inc. and Worldwide DollarVest Fund, Inc.
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 and
Merrill Lynch Intermediate Government Bond Fund is One Financial
Center, 23rd Floor, Boston, Massachusetts 02111-2665. The
address of the Investment Adviser, FAM, Princeton
Services, Inc. (Princeton Services) and
Princeton Administrators, L.P. (Princeton
Administrators) is also P.O. Box 9011, Princeton, New
Jersey 08543-9011. The address of FAM Distributors, Inc.
(FAMD) is P.O. Box 9081, Princeton, New Jersey
08543-9081. The address of Merrill Lynch, Pierce,
Fenner & Smith Incorporated (Merrill Lynch)
and Merrill Lynch & Co., Inc.
(ML & Co.) is World Financial Center,
North Tower, 250 Vesey Street, New York, New York
10281-1201. The address of the Trusts 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 Investment Adviser indicating each business, profession,
vocation or employment of a substantial nature in which each such
person or entity has been engaged since July 1, 1998 for
his, her or its own account or in the capacity of director,
officer, partner or trustee. In addition, Mr. Glenn is
President and Mr. Burke is Vice President and Treasurer of
all or substantially all of the investment companies described in
the first two paragraphs of this Item 26, and
Messrs. Doll, Giordano and Monagle are officers of one or
more of such companies.
C-4
C-5
Merrill Lynch Asset Management U.K. Limited (MLAM
U.K.) acts as sub-adviser for the following registered
investment companies: The Corporate Fund Accumulation
Program, Inc., Corporate High Yield Fund, Inc.,
Corporate High Yield Fund II, Inc., Corporate High Yield
Fund III, Inc., Debt Strategies Fund, Inc., Debt Strategies
Fund II, Inc., Debt Strategies Fund III, Inc., Income
Opportunities Fund 2000, Inc., Master Internet Strategies
Trust, Mercury Global Holdings, Inc., Merrill Lynch Balanced
Capital Fund, Inc., Merrill Lynch Convertible
Fund, Inc., Merrill Lynch Corporate Bond Fund, Inc.,
Merrill Lynch Corporate High Yield Fund, Inc., Merrill Lynch
Developing Capital Markets Fund, Inc., Merrill Lynch Disciplined
Equity Fund, Inc., Merrill Lynch Dragon Fund, Inc., Merrill
Lynch Emerging Market Debt Fund, Inc., Merrill Lynch
EuroFund, Merrill Lynch Focus Value Fund, Inc., Merrill Lynch
Fundamental Growth Fund, Inc., Merrill Lynch Global
Allocation 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 Growth Fund, Merrill
Lynch Healthcare Fund, Inc., Merrill Lynch International
Equity Fund, Merrill Lynch Latin America Fund, Inc., Merrill
Lynch Pacific Fund, Inc., Merrill Lynch Real Estate
Fund, Inc., Merrill Lynch Series Fund, Inc.,
Merrill Lynch Senior Floating Rate Fund, Inc., Merrill Lynch
Senior Floating Rate Fund II, Inc., Merrill Lynch
Short-Term Global Income Fund, Inc., Merrill Lynch Strategic
Dividend Fund, Merrill Lynch Utilities and Telecommunications
Fund, Inc., Merrill Lynch Variable Series Funds, Inc.,
Merrill Lynch World Income Fund, Inc., The Asset Program,
Inc., The Municipal Fund Accumulation Program, Inc. and
Worldwide DollarVest Fund, Inc. 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 July 1, 1998, for his or her own
account or in the capacity of director, officer, partner or
trustee. In addition, Messrs. Glenn and Burke are officers
of one or more of the registered investment companies listed in
the first two paragraphs of this Item 26.
C-6
Item 27.
Principal Underwriters
(a) FAMD acts as the principal underwriter for the
Registrant and for each of the open-end registered investment
companies referred to in the first two paragraphs of Item 26
except CBA Money Fund, CMA Government Securities Fund, CMA Money
Fund, CMA Multi-State Municipal Series Trust, CMA
Tax-Exempt Fund, CMA Treasury Fund, Master Basic Value Trust,
Master Focus Twenty Trust, Master Global Financial Services
Trust, Master Internet Strategies Trust, Master Large Cap Series
Trust, Master Premier Growth Trust, Master Senior Floating Rate
Trust, Master Small Cap Value Trust, Master U.S. High Yield
Trust, The Corporate Fund Accumulation Program, Inc. and The
Municipal Fund Accumulation Program, Inc. and acts as the
principal underwriter for each of the following additional
open-end registered investment companies: Mercury Basic Value
Fund, Inc., Mercury Focus Twenty Fund, Inc., Mercury Global
Balanced Fund of Mercury Funds, Inc., Mercury Global Financial
Services Fund, Inc., Mercury Gold and Mining Fund of Mercury
Funds, Inc., Mercury International Fund of Mercury Funds, Inc.,
Mercury Internet Strategies Fund, Inc., Mercury Large Cap Series
Fund, Inc., Mercury Pan-European Growth Fund of Mercury Funds,
Inc., Mercury Premier Growth Fund, Inc., Mercury Small Cap Value
Fund, Inc., Mercury U.S. High Yield Fund, Inc., Summit Cash
Reserves Fund of Financial Institutions Series Trust, Mercury
V.I. U.S. Large Cap Fund of Mercury Asset Management V.I. Funds,
Inc., Merrill Lynch Basic Value Fund, Inc., Merrill Lynch Focus
Twenty Fund, Inc., Merrill Lynch Global Financial Services Fund,
Inc., Merrill Lynch Internet Strategies Fund, Inc., Merrill Lynch
Large Cap Series Fund, Inc., Merrill Lynch Premier Growth Fund,
Inc., Merrill Lynch Small Cap Value Fund, Inc. and Merrill Lynch
U.S. High Yield Fund, Inc. FAMD also acts as the principal
underwriter for the following closed-end registered investment
companies: Mercury Senior Floating Rate Fund, Inc., Merrill Lynch
High Income Municipal Bond Fund, Inc., Merrill Lynch Municipal
Strategy Fund, Inc., 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,
except that the address of
C-7
(c) Not applicable.
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 of 1940, as
amended (the 1940 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
Trust Merrill Lynch Investment Managers in the
Prospectus constituting Part A of the Registration Statement and
under Management of the Trust 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-8
Exhibit
Number
Description
1(a)
Declaration of Trust of the Registrant, dated April 12,
1985.(a)
(b)
Amendment to Declaration of Trust of the Registrant, dated
May 28, 1985.(a)
(c)
Amendment to Declaration of Trust of the Registrant, dated
October 3, 1988.(a)
(d)
Instrument establishing Class A shares and Class B
shares of the Registrant.(a)
(e)
Amendment to Declaration of Trust of the Registrant, dated
October 17, 1994, including Instrument establishing
Class C and Class D shares of beneficial interest.(a)
(f)
Amendment to Declaration of Trust of the Registrant, dated
November 1, 2000.
2
By-Laws of the Registrant.(a)
3
Portions of the Declaration of Trust and the By-Laws of the
Registrant defining the rights of holders of shares of beneficial
interest of the Registrant.(b)
4(a)
Investment Advisory Agreement between the Registrant and Merrill
Lynch Investment Managers, L.P.(a)
(b)
Supplement to Investment Advisory Agreement between Registrant
and Merrill Lynch Investment Managers, L.P.(c)
(c)
Form of Sub-Advisory Agreement between Merrill Lynch Investment
Managers, L.P. and Merrill Lynch Asset Management
U.K. Limited.(d)
5
Form of Distribution Agreement between the Registrant and FAM
Distributors, Inc.(e)
6
None.
7
Custody Agreement between the Registrant and The Bank of New
York.(a)
8(a)
Transfer Agency, Dividend Disbursing Agency and Shareholder
Servicing Agency Agreement between the Registrant and Merrill
Lynch Financial Data Services, Inc. (now known as Financial
Data Services, Inc.)(a)
(b)
Credit Agreement between Registrant and a syndicate of banks.(f)
9(a)
Opinion of Brown & Wood LLP, counsel for the Registrant,
dated June 18, 1985.(g)
10
Consent of Deloitte & Touche LLP, independent auditors for
the Registrant.
11
None.
12
Certificate of Merrill Lynch Investment Managers, L.P.(h)
13(a)
Form of Amended and Restated Class B Distribution Plan of
the Registrant.(i)
(b)
Form of Amended and Restated Class C Distribution Plan and
Class C Distribution Plan Sub-Agreement of the
Registrant.(i)
(c)
Form of Amended and Restated Class D Distribution Plan and
Class D Distribution Plan Sub-Agreement of the
Registrant.(i)
14
Merrill Lynch Select Pricing
SM
System Plan pursuant
to Rule 18f-3.(j)
15
Code of Ethics.(k)
(a)
Filed on November 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 (File No. 2-77095) (the Registration
Statement).
(b)
Reference is made to Article III, Article V,
Article VI (sections 2, 3, 4, 5 and 7), Article VIII,
Article IX and Article X of the Registrants
Declaration of Trust, filed as Exhibit (1) to Post-Effective
Amendment No. 11 to the Registration Statement; and to
Article I, Article II, Article III and
Article V
Table of Contents
of the Registrants By-Laws, filed as Exhibit 2 to
Post-Effective Amendment No. 11 to the Registration
Statement.
(c)
Previously filed on October 11, 1994 as an Exhibit to
Post-Effective Amendment No. 10 to the Registration
Statement.
(d)
Previously filed on November 26, 1996 as an Exhibit to
Post-Effective Amendment No. 12 to the Registration
Statement.
(e)
Incorporated by reference to Exhibit 5 to Post-Effective
Amendment No. 38 to the Registration Statement on
Form N-1A of Merrill Lynch Balanced Capital Fund, Inc.
(File No. 2-49007) filed on June 30, 2000.
(f)
Incorporated by reference to Exhibit 8(b) to the
Registration Statement on Form N-1A of Master Premier Growth
Trust (File No. 811-09733) filed on December 21,
1999.
(g)
Previously filed on September 30, 1999 as an Exhibit to
Post-Effective Amendment No. 15 to the Registration
Statement.
(h)
Previously filed on November 30, 1999 as an Exhibit to
Post-Effective Amendment No. 16 to the Registration
Statement.
(i)
Incorporated by reference to Exhibit 13 to Post-Effective
Amendment No. 38 to the Registration Statement on
Form N-1A of Merrill Lynch Balanced Capital Fund, Inc.
(File No. 2-49007) filed on June 30, 2000.
(j)
Incorporated by reference to Exhibit 18 to Post-Effective
Amendment No. 13 to the Registration Statement on
Form N-1A under the Securities Act of 1933, as amended,
filed on January 25, 1996, relating to the shares of
Merrill Lynch New York Municipal Bond Fund series of Merrill
Lynch Multi-State Municipal Series Trust (File No.
2-99473).
(k)
Incorporated by reference to Exhibit 15 to Post-Effective
Amendment No. 8 to the Registration Statement on
Form N-1A of Merrill Lynch Middle East/Africa
Fund, Inc. (File No. 33-55843) filed on March 29,
2000.
Table of Contents
Table of Contents
Table of Contents
Position(s) with the
Other Substantial Business,
Name
Investment Adviser
Profession, Vocation or Employment
ML & Co.
Limited Partner
Financial Services Holding Company; Limited Partner of FAM
Princeton Services
General Partner
General Partner of FAM
Jeffrey M. Peek
President
President of FAM; President and Director of Princeton Services;
Executive Vice President of ML & Co.; Managing
Director and Co-Head of the Investment Banking Division of
Merrill Lynch in 1997
Terry K. Glenn
Executive Vice President
Executive Vice President of FAM; Executive Vice President and
Director of Princeton Services; President and Director of FAMD;
Director of FDS; President of Princeton Administrators
Gregory A. Bundy
Chief Operating Officer and Managing Director
Chief Operating Officer and Managing Director of FAM; Chief
Operating Officer and Managing Director of Princeton Services;
Co-CEO of Merrill Lynch Australia from 1997 to 1999
Donald C. Burke
Senior Vice President, Treasurer and Director of Taxation
Senior Vice President and Treasurer of FAM; Senior Vice President
and Treasurer of Princeton Services; First Vice President of the
FAM from 1997 to 1999
Michael G. Clark
Senior Vice President
Senior Vice President of FAM; Senior Vice President of Princeton
Services; Treasurer and Director of FAMD; First Vice President of
FAM from 1997 to 1999; Vice President of the FAM from 1996 to
1997
Robert C. Doll, Jr.
Senior Vice President
Senior Vice President of FAM; Senior Vice President of Princeton
Services; Chief Investment Officer of Oppenheimer
Funds, Inc. in 1999 and Executive Vice President thereof
from 1991 to 1999
Vincent R. Giordano
Senior Vice President
Senior Vice President of FAM; Senior Vice President of Princeton
Services
Michael J. Hennewinkel
First Vice President, Secretary and General Counsel (Americas
Region)
First Vice President and Secretary of FAM; General Counsel of FAM
(Americas Region); Senior Vice President of Princeton Services
Philip L. Kirstein
General Counsel
General Counsel of FAM; Senior Vice President, Secretary, General
Counsel and Director of Princeton Services
Table of Contents
Position(s) with the
Other Substantial Business,
Name
Investment Adviser
Profession, Vocation or Employment
Debra W. Landsman-Yaros
Senior Vice President
Senior Vice President of FAM; Senior Vice President of Princeton
Services; Vice President of FAMD
Stephen M. M. Miller
Senior Vice President
Executive Vice President of Princeton Administrators; Senior Vice
President of Princeton Services
Joseph T. Monagle, Jr.
Senior Vice President
Senior Vice President of FAM; Senior Vice President of Princeton
Services
Gregory D. Upah
Senior Vice President
Senior Vice President of FAM; Senior Vice President of Princeton
Services
Other Substantial Business,
Name
Positions with MLAM U.K.
Profession, Vocation or Employment
Terry K. Glenn
Director and Chairman
Executive Vice President of the Investment Adviser and FAM;
Executive Vice President and Director of Princeton Services;
President and Director of FAMD; Director of FDS; President of
Princeton Administrators
Table of Contents
Other Substantial Business,
Name
Positions with MLAM U.K.
Profession, Vocation or Employment
Nicholas C.D. Hall
Director
Director of Mercury Asset Management Ltd. and 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
Senior Vice President and Treasurer of the Investment Adviser and
FAM; Director of Taxation of the Investment Adviser; Senior Vice
President and Treasurer of Princeton Services; Vice President of
FAMD; First Vice President of the Investment Adviser from 1997
to 1999
Carol Ann Langham
Company Secretary
None
Debra Anne Searle
Assistant Company Secretary
None
Table of Contents
Position(s) and Office(s)
Position(s) and Office(s)
Name
with PFD
with Registrant
Terry K. Glenn
President and Director
President and Director
Michael G. Clark
Treasurer and Director
None
Thomas J. Verage
Director
None
Robert W. Crook
Senior Vice President
None
Michael J. Brady
Vice President
None
William M. Breen
Vice President
None
Donald C. Burke
Vice President
Vice President and Treasurer
James T. Fatseas
Vice President
None
Debra W. Landsman-Yaros
Vice President
None
Michelle T. Lau
Vice President
None
William Wasel
Vice President
None
Robert Harris
Secretary
None
Table of Contents
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 pursuant to Rule 485(b) under the Securities Act
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
Township of Plainsboro, and State of New Jersey, on the
1st day of November, 2000.
Pursuant to the requirements of the Securities Act, this
Post-Effective Amendment to its Registration Statement has been
signed below by the following persons in the capacities and on
the dates indicated.
C-9
MERRILL LYNCH NATURAL RESOURCES TRUST
(Registrant)
By
/s/ DONALD C. BURKE
(Donald C. Burke, Vice President and Treasurer)
Signature
Title
Date
TERRY K. GLENN*
(Terry K. Glenn)
President and Trustee
(Principal Executive Officer)
DONALD C. BURKE*
(Donald C. Burke)
Vice President and Treasurer
(Principal Financial and Accounting Officer)
M. COLYER CRUM*
(M. Colyer Crum)
Trustee
LAURIE SIMON HODRICK*
(Laurie Simon Hodrick)
Trustee
JACK B. SUNDERLAND*
(Jack B. Sunderland)
Trustee
STEPHEN B. SWENSRUD*
(Stephen B. Swensrud)
Trustee
J. THOMAS TOUCHTON*
(J. Thomas Touchton)
Trustee
FRED G. WEISS*
(Fred G. Weiss)
Trustee
ARTHUR ZEIKEL*
(Arthur Zeikel)
Trustee
*By: /s/ DONALD C. BURKE
(Donald C. Burke, Attorney-in-Fact)
November 1, 2000
Table of Contents
POWER OF ATTORNEY
The undersigned, the Directors/Trustees and the Officers of each of the registered investment companies listed below, hereby authorize Terry K. Glenn, Donald C. Burke and Joseph T. Monagle, Jr. or any of them, as attorney-in-fact, to sign on his behalf in the capacities indicated any Registration Statement or amendment thereto (including post-effective amendments) for each of the following registered investment companies and to file the same, with all exhibits thereto, with the Securities and Exchange Commission: Merrill Lynch Basic Value Fund, Inc.; Merrill Lynch Disciplined Equity Fund, Inc.; Merrill Lynch Global Resources Trust; Merrill Lynch Global Growth Fund, Inc.; Merrill Lynch Small Cap Value Fund, Inc.; MuniYield Florida Insured Fund; MuniYield Pennsylvania Insured Fund; MuniYield New Jersey Insured Fund, Inc.; MuniYield Michigan Insured Fund, Inc.
Dated: August 1, 2000
/s/STEPHEN B. SWENSRUD | |
|
|
Stephen B. Swensrud | |
(Director/Trustee) | |
C-10
EXHIBIT INDEX
Exhibit
Number
Description
1(f)
Amendment to Declaration of Trust of the Registrant
10
Consent of Deloitte & Touche LLP, independent auditors for
the Registrant.
EXHIBIT 1(F)
MERRILL LYNCH GLOBAL RESOURCES TRUST
CERTIFICATION OF AMENDMENT
TO DECLARATION OF TRUST
The undersigned, constituting a majority of the Trustees of Merrill Lynch Global Resources Trust (the Trust), a Massachusetts business trust hereby certify that the Trustees of the Trust have duly adopted the following amendment to the Trusts Declaration of Trust.
VOTED:
That the Declaration of Trust be and it hereby is amended to
change the name of the Trust from
Merrill Lynch Global Resources Trust to Merrill Lynch Natural Resources
Trust in the
following manner:
1.1 | Name. The name of the trust created hereby (the Trust) shall be Merrill Lynch Natural Resources Trust, and so far as may be practicable the Trustees shall conduct the Trusts activities, execute all documents and sue or be sued under that name, which name (and the word Trust wherever hereinafter used) shall refer to the Trustees as Trustees, and not individually, and shall not refer to the officers, agents, employees or Shareholders of the Trust. However, should the Trustees determine that the use of such name is not advisable, they may select such other name for the Trust as they deem proper and the Trust may hold its property and conduct its activities under such other name. Any name change shall become effective upon the execution by a majority of the then Trustees of an instrument setting forth the new name. Any such instrument shall have the status of an amendment to this Declaration. |
IN WITNESS WHEREOF, the undersigned, constituting a majority of the Trustees, have signed this Certificate in duplicate original counterparts and have caused a duplicate original to be lodged among the records of the Trust as required by Article XI, Section 11.3(c) of the Declaration of Trust, as of the 1st day of November, 2000.
/s/ Terry K. Glenn
Terry K. Glenn 800 Scudders Mills Road Plainsboro, New Jersey 08536 |
/s/ Jack B. Sunderland
Jack B. Sunderland P.O. Box 7 West Cornwall, Connecticut 06796 |
|
/s/ M. Coyler Crum
M. Coyler Crum 104 Westcliff Road Weston, Massachusetts 02493-1410 |
/s/ J. Thomas Touchton
J. Thomas Touchton Suite 3405, One Tampa City Center 201 North Franklin Street Tampa, Florida 33602 |
|
/s/ Laurie Simon Hodrick
Laurie Simon Hodrick 809 Uris Hall 3022 Broadway New York, New York 10027 |
/s/ Fred G. Weiss
Fred G. Weiss 16410 Maddalena Place Delray Beach, Florida 33446 |
|
/s/ Stephen B. Swensrud
Stephen B. Swensrud 2244 Windward Way Naples, Florida 34103 |
Arthur Zeikel 300 Woodland Avenue Westfield, New Jersey 07090 |
The Declaration of Trust establishing Merrill Lynch Natural Resources Trust, dated April 12, 1985, 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 no Trustee, shareholder, officer, employee or agent of Merrill Lynch Global Resources Trust shall be held to
2
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 Trust but the "Trust Property" only shall be liable.
3
EXHIBIT 10
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment No. 17 to Registration Statement No. 2-97095 on Form N-1A of our report dated September 12, 2000 appearing in the Annual Report of Merrill Lynch Global Resources Trust, now Merrill Lynch Natural Resources Trust, for the year ended July 31, 2000, and to the reference to us under the caption Financial Highlights in the Prospectus, which is a part of such Registration Statement.
/s/ Deloitte & Touche LLP
Princeton, New Jersey