<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 7, 1999
SECURITIES ACT FILE NO. 333-85731
INVESTMENT COMPANY ACT FILE NO. 811-08797
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ]
PRE-EFFECTIVE AMENDMENT NO. 1 [X]
POST-EFFECTIVE AMENDMENT NO. [ ]
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ ]
AMENDMENT NO. 12 [X]
(Check appropriate box or boxes)
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MERCURY U.S. SMALL CAP GROWTH FUND
of Mercury Asset Management Funds, Inc.
(Exact name of Registrant as specified in charter)
800 SCUDDERS MILL ROAD, PLAINSBORO, NEW JERSEY 08536
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (888) 763-2260
JEFFREY M. PEEK
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
(Name and Address of Agent for Service)
Copies to:
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Counsel for the Fund:
JOEL H. GOLDBERG, Esq. and
Swidler Berlin Shereff Friedman, LLP ROBERT E. PUTNEY, III, Esq.
919 Third Avenue P.O. Box 9011
New York, New York 10022 Princeton, New Jersey 08543-9011
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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after the
effective date of the Registration Statement.
------------------------
It is proposed that this filing will become effective
[ ] 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.
Mercury Asset Management Master Trust has also executed this Registration
Statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
SUBJECT TO COMPLETION, DATED SEPTEMBER 7, 1999
[MERCURY ASSET MANAGEMENT LOGO]
Mercury U.S. Small Cap Growth Fund
OF MERCURY ASSET MANAGEMENT FUNDS, INC.
[ASSET MANAGEMENT GRAPHIC]
A SUBSCRIPTION PERIOD FOR SHARES OF THE FUND
WILL END ON OCTOBER 26, 1999, UNLESS EXTENDED.
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.
PROSPECTUS - , 1999
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE> 3
Table of Contents
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PAGE
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[GLOBE ICON]
FUND FACTS
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About the Mercury U.S. Small Cap Growth Fund................ 2
Fees and Expenses........................................... 4
[MAGNIFYING GLASS ICON]
ABOUT THE DETAILS
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How the Fund Invests........................................ 6
Investment Risks............................................ 8
Adviser's Historical Performance Data....................... 12
[CHECKMARK ICON]
ACCOUNT CHOICES
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Pricing of Shares........................................... 17
How to Buy, Sell, Transfer and Exchange Shares.............. 22
How Shares are Priced....................................... 26
Fee-Based Programs.......................................... 27
Dividends and Taxes......................................... 27
[MANAGEMENT TEAM ICON]
THE MANAGEMENT TEAM
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Management of the Fund...................................... 29
Master/Feeder Structure..................................... 30
[TELEPHONE ICON]
TO LEARN MORE
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Shareholder Reports....................................Back Cover
Statement of Additional Information....................Back Cover
</TABLE>
MERCURY U.S. SMALL CAP GROWTH FUND
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IN AN EFFORT TO HELP YOU BETTER UNDERSTAND THE MANY CONCEPTS INVOLVED IN MAKING
AN INVESTMENT DECISION, WE HAVE DEFINED THE HIGHLIGHTED TERMS IN THIS PROSPECTUS
IN THE SIDEBAR.
SMALL CAP COMPANIES -- companies whose total market capitalization is no greater
than $2 billion at the time of initial purchase by the Fund.
COMMON STOCK -- units of ownership of a corporation.
PREFERRED STOCK -- class of capital stock that often pays dividends at a
specified rate and has preference over common stock in dividend payments and
liquidation of assets.
CONVERTIBLE SECURITIES -- corporate securities (usually preferred stock or
bonds) that are exchangeable for a fixed number of other securities (usually
common stock) at a set price or formula.
[GLOBE ICON] Fund Facts
ABOUT THE MERCURY U.S. SMALL CAP GROWTH FUND
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WHAT ARE THE FUND'S OBJECTIVES?
The Fund's main objective is long-term capital growth. In other words, the Fund
tries to choose investments that will increase in value. Current income from
dividends and interest will not be an important consideration in selecting
portfolio securities. We cannot guarantee that the Fund will achieve its
objective.
WHAT ARE THE FUND'S MAIN INVESTMENT STRATEGIES?
The Fund invests primarily in a diversified portfolio of equity securities of
SMALL CAP COMPANIES located in the U.S. that Fund management believes have above
average prospects for earnings growth. The Fund may also invest in securities
that Fund management believes are undervalued. In addition, the Fund may invest
up to 10% of its assets in stocks of companies located in Canada. A company
whose earnings per share grow faster than inflation and the economy in general
usually has a higher stock price over time than a company with slower earnings
growth. The Fund's evaluation of the prospects for a company's industry or
market sector is an important factor in evaluating a particular company's
earnings prospects. A company's stock is considered to be undervalued when its
price is less than what Fund management believes it is worth. The Fund may
purchase COMMON STOCK, PREFERRED STOCK, CONVERTIBLE SECURITIES and other
instruments.
The Fund invests all of its assets in a Portfolio of Mercury Asset Management
Master Trust that has the same goals as the Fund. All investments will be made
at the level of the Portfolio. This structure is sometimes called a
"master/feeder" structure. The Fund's investment results will correspond
directly to the investment results of the underlying Portfolio it invests in.
For simplicity, this Prospectus uses the term "Fund" to include the underlying
Portfolio in which the Fund invests.
WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?
As with any equity fund, the value of the Fund's investments, and therefore the
value of your Fund shares, may go up or down. If the value of the Fund's
investments goes down, you may lose money. The value changes in the Fund's
investments may occur because the U.S. stock market is rising or falling. At
other times, there are specific factors that may affect the value of a
particular investment. The Fund is subject to the risk that the stocks the
Fund's adviser selects will underperform the stock markets or other funds with
similar investment objectives and investment strategies. The Fund is also
subject to the
2
MERCURY U.S. SMALL CAP GROWTH FUND
<PAGE> 5
[GLOBE ICON]
Fund Facts
risks associated with investment in securities of small cap companies, including
price changes that tend to be greater and less predictable than those of
securities of large cap companies or the stock market as a whole.
In addition, because the Fund invests up to 10% of its assets in securities of
Canadian companies, the Fund is subject to additional risks. For example, the
Fund's securities may go up or down in value depending on changes in the
Canadian stock market, the relative exchange rates of the U.S. dollar and the
Canadian dollar, U.S. and Canadian political and economic developments, and U.S.
and Canadian laws relating to investments in Canada. Canadian securities may
also be less liquid, more volatile and harder to value than U.S. securities.
WHO SHOULD INVEST?
The Fund may be an appropriate investment for you if you:
- Are investing with long-term goals in mind, such as retirement or
funding a child's education.
- Want a professionally managed and diversified portfolio.
- Are not looking for current income.
- Are prepared to receive taxable short-term capital gains.
- Want to invest in smaller capitalization U.S. companies and can
accept the additional risk and volatility associated with stocks
of these companies.
MERCURY U.S. SMALL CAP GROWTH FUND 3
<PAGE> 6
UNDERSTANDING EXPENSES
Fund investors pay various expenses, either directly or indirectly. Listed below
are some of the main types of expenses, which all mutual funds may charge:
EXPENSES PAID DIRECTLY BY THE SHAREHOLDER:
SHAREHOLDER FEES -- these fees include sales charges and redemption fees, which
you may pay when you buy or sell shares of the Fund.
EXPENSES PAID INDIRECTLY BY THE SHAREHOLDER:
ANNUAL FUND OPERATING EXPENSES -- expenses that cover the costs of operating the
Fund.
MANAGEMENT FEE -- a fee paid to the Investment Adviser for managing the Fund.
DISTRIBUTION FEES -- fees used to support the Fund's marketing and distribution
efforts, such as compensating financial consultants, advertising and promotion.
SERVICE (ACCOUNT MAINTENANCE) FEES -- fees used to compensate dealers for
account maintenance activities.
Fund Facts
[GLOBE ICON]
FEES AND EXPENSES
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The Fund 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 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 FUND. FUTURE EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED BELOW.
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SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT):(A) CLASS I CLASS A CLASS B(B) CLASS C
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Maximum Sales Charge (Load) imposed on purchases (as a
percentage of offering price) 5.25%(c) 5.25%(c) None None
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Maximum Deferred Sales Charge (Load) (as a percentage of
original purchase price or redemption proceeds,
whichever is lower) None(d) None(d) 4.00%(c) 1.00%(c)
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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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Maximum Account Fee None None None None
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ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM THE FUND'S TOTAL ASSETS)(e):
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MANAGEMENT FEE(f) 0.70% 0.70% 0.70% 0.70%
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DISTRIBUTION AND/OR SERVICE (12b-1) FEES(g) None 0.25% 1.00% 1.00%
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Other Expenses (including transfer agency fees)(h) 0.52% 0.52% 0.52% 0.52%
Administrative Fees(i) 0.20% 0.20% 0.20% 0.20%
----- ----- ----- -----
Total Other Expenses 0.72% 0.72% 0.72% 0.72%
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TOTAL ANNUAL FUND OPERATING EXPENSES 1.42% 1.67% 2.42% 2.42%
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</TABLE>
(a) In addition, certain securities dealers may charge a fee to process a
purchase or sale of shares.
(b) Class B shares automatically convert to Class A 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 fees and expenses include the expenses of both the Fund and the
Portfolio it invests in.
(f) Paid by the Portfolio. The Investment Adviser pays the sub-adviser out of
this fee. The Investment Adviser or its affiliate provides accounting
services to the Portfolio at its cost.
(g) The Fund calls the "Service Fee" an "Account Maintenance Fee." Account
Maintenance Fee is the term used elsewhere in this Prospectus and in all
other materials. If you hold Class B or 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. Class B
and C shares pay a Distribution Fee of 0.75% and a Service (Account
Maintenance) Fee of 0.25%. Class A shares pay only a Service (Account
Maintenance) Fee of 0.25%.
(h) Based on estimated amounts for the current fiscal year. The Transfer Agent
is an affiliate of the Investment Adviser. The Fund pays the Transfer Agent
a fee for each shareholder account and reimburses it for out-of-pocket
expenses. The fee ranges from $11.00 to $23.00 per account (depending on the
level of services required), but is set at 0.10% for certain accounts that
participate in certain fee-based programs.
(i) Paid by the Fund. The Administrator provides accounting services to the Fund
at its cost.
4
MERCURY U.S. SMALL CAP GROWTH FUND
<PAGE> 7
Fund Facts
[GLOBE ICON]
EXAMPLE
These examples are intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.
These examples assume that you invest $10,000 in the Fund for the time periods
indicated, that your investment has a 5% return each year, that you pay the
sales charges, if any, that apply to the particular class and that the Fund's
operating expenses remain the same. This assumption is not meant to indicate you
will receive a 5% annual rate of return. Your annual return may be more or less
than the 5% used in these examples. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:
Expenses if you did redeem your shares:
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CLASS I CLASS A CLASS B CLASS C
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ONE YEAR $662 $ 686 $ 645 $345
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THREE YEARS $951 $1,024 $1,055 $755
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Expenses if you did not redeem your shares:
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CLASS I CLASS A CLASS B CLASS C
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ONE YEAR $662 $ 686 $245 $245
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THREE YEARS $951 $1,024 $755 $755
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MERCURY U.S. SMALL CAP GROWTH FUND 5
<PAGE> 8
ABOUT THE PORTFOLIO MANAGEMENT TEAM -- The Fund is managed by the U.S. small cap
team, which consists of three investment professionals who are responsible for
research and stock selection for the Fund. The investment professionals in this
group are James A. Skinner, III, Oliver Ruppert and Zahid Ali. These investment
professionals are also part of a larger 17 member U.S. investment team which
exchanges research and discusses trends regarding U.S. industries. James A.
Skinner, III is primarily responsible for the day to day management of the Fund.
ABOUT THE INVESTMENT ADVISER -- Mercury Asset Management US, a division of Fund
Asset Management, L.P., is the Investment Adviser.
[MAGNIFYING GLASS ICON] About the Details
HOW THE FUND INVESTS
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The Fund's main objective is long-term capital growth. The Fund tries to achieve
its objective by investing primarily in a diversified portfolio of equity
securities of small cap companies located in the U.S. The Fund may also invest
up to 10% of its assets in equity securities of companies located in Canada. In
selecting securities, the Fund emphasizes those securities that Fund management
believes have above average prospects for earnings growth. The Fund may also
invest in securities that Fund management believes are undervalued.
The Fund will, under normal circumstances, invest at least 65% of its total
assets in equity securities of small cap companies located in the U.S. The Fund
may also invest in equity securities of companies of any market capitalization
located in Canada and of medium or large capitalization companies located in the
U.S. Normally, Canadian investments will represent 10% or less of the Fund's
assets. A company's market capitalization may go up or down due to market
fluctuations. The Fund will not sell a company's securities solely because that
company's market capitalization rises above $2 billion. Equity securities
consist of:
- Common Stock
- Preferred Stock
- Securities Convertible into Common Stock
- Derivative securities such as options (including warrants)
and futures, the value of which is based on a common stock or
group of common stocks
The Fund considers a company to be "located" in the U.S. or Canada if:
- It is legally organized in the U.S. or Canada, or
- The primary trading market for its securities is located in the
U.S. or Canada, or
- At least 50% of the company's (and its subsidiaries') non-current
assets, capitalization, gross revenues or profits have been
located in the U.S. or Canada during one of the last two fiscal
years
Under this definition a "foreign" company (a company organized or trading
outside the U.S. or Canada, or with substantial operations outside the U.S. or
Canada) may be considered to be "located" in the U.S. or Canada.
A company whose earnings per share grow faster than inflation and the economy in
general usually has a higher stock price over time than a company with slower
earnings growth. The Fund's evaluation of the prospects for a company's industry
or market sector is an important factor in evaluating a
6
MERCURY U.S. SMALL CAP GROWTH FUND
<PAGE> 9
[MAGNIFYING GLASS ICON] About the Details
particular company's earnings prospects. A company's stock is considered to be
undervalued when the stock's current price is less than what Fund management
believes a share of the company is worth. Fund management feels a company's
worth can be assessed by several factors, such as:
- sales and earnings growth
- quality of management
- financial resources
- product development
- overall business prospects
- position to take advantage of new technologies or emerging
industries
- value of assets
A company's stock may become undervalued when most investors fail to perceive
the company's strengths in one or more of these areas. Current income from
dividends and interest will not be an important consideration in selecting
portfolio securities. The Fund may invest in debt securities that are issued
together with a particular equity security. The Fund may invest in derivatives
to hedge (protect against price movements) or to enable it to reallocate its
investments more quickly than it could by buying and selling the underlying
securities. The Fund is not required to hedge and may choose not to do so.
The Fund has no stated minimum holding period for investments, and will buy or
sell securities whenever Fund management sees an appropriate opportunity. The
Fund does not consider potential tax consequences to Fund shareholders when it
sells securities.
The Fund will normally invest almost all of its assets as described above. The
Fund may, however, invest in short-term instruments, such as money market
securities and repurchase agreements, to meet redemptions. The Fund may also,
without limit, make short-term investments, purchase high quality bonds or buy
or sell derivatives to reduce exposure to equity securities when the Fund
believes it is advisable to do so (on a temporary defensive basis). Short term
investments and temporary defensive positions may limit the potential for growth
in the value of your shares and the Fund may, therefore, not achieve its
investment objective.
The Fund may use many different investment strategies in seeking its investment
objectives and it has certain investment restrictions. These strategies and
certain of the restrictions and policies governing the Fund's investments are
explained in the Fund's Statement of Additional Information. If you would like
to learn more about the Fund, request the Statement of Additional Information.
MERCURY U.S. SMALL CAP GROWTH FUND 7
<PAGE> 10
[MAGNIFYING GLASS ICON] About the Details
INVESTMENT RISKS
- --------------------------------------------------------------------------------
This section contains a summary discussion of the general risks of investing in
the Fund. As with any mutual fund, there can be no guarantee that the Fund will
meet its goals, or that the Fund's performance will be positive over any period
of time.
STOCK MARKET RISK
Stock market risk is the risk that the U.S. or Canadian stock markets will go
down in value, including the possibility that the U.S. or Canadian stock markets
will go down sharply and unpredictably.
SELECTION RISK
Selection risk is the risk that the investments that Fund management selects
will underperform the stock markets or other funds with similar investment
objectives and investment strategies.
SMALL CAP RISK
Small cap risk is the specific risk associated with investment in small cap
companies. Small cap companies may have limited product lines or markets. They
may be less financially secure than larger, more established companies. They may
depend on a small number of key personnel. If a product fails, or if management
changes, or there are other adverse developments, the Fund's investment in a
small cap company may lose substantial value.
Small cap securities generally trade in lower volumes and are subject to greater
and more unpredictable price changes than larger cap securities or the stock
market as a whole. Moreover, small cap securities generally are not income-
producing investments and thus, do not cushion a fund's total return from price
changes.
GROWTH STYLE INVESTING RISK
Growth style investing may go in and out of favor. Small cap companies are
expected to have superior earnings growth and any disappointment in earnings or
growth can mean a substantial decline in the share price.
8
MERCURY U.S. SMALL CAP GROWTH FUND
<PAGE> 11
[MAGNIFYING GLASS ICON] About the Details
CANADIAN INVESTMENT RISK
Canadian investment risk is the risk that the Fund's Canadian securities may go
up or down in value depending on fluctuations in the relative exchange rates of
the U.S. dollar and the Canadian dollar, U.S. and Canadian political and
economic developments, and changes in U.S. and Canadian laws relating to
investments in Canada.
LIQUIDITY, INFORMATION AND VALUATION RISKS
Certain securities, including securities of small companies, securities of
Canadian companies and "restricted securities," may be illiquid or volatile,
making it difficult or impossible to sell them at the time and at the price that
the Fund would like. Restricted securities have contractual or legal
restrictions on their resale and include "private placement" securities that the
Fund may buy directly from the issuer. Also, important information about certain
companies, securities or the markets in which they trade, may be inaccurate or
unavailable. It may be difficult to value accurately these types of securities.
Certain derivatives may be subject to these risks as well.
OTHER CANADIAN SECURITIES RISKS
Canadian securities are sensitive to conditions within Canada, but also tend to
follow the U.S. market. Canada's economy depends heavily on exports to the U.S.,
Canada's largest trading partner. The Canadian economy relies strongly on the
production and processing of natural resources. Historically, natural resource
prices have been volatile. Demand by many citizens of the Province of Quebec for
secession from Canada may significantly impact the Canadian economy.
- The costs of Canadian securities transactions tend to be higher
than those of U.S. transactions.
- The Canadian securities market has different clearance and
settlement procedures, which may cause delays. This means that the
Fund's assets may be uninvested and not earning returns. The Fund
may miss investment opportunities or be unable to dispose of a
security because of these delays.
FOREIGN SECURITY RISKS
The Fund defines companies located in the U.S. or Canada broadly. As a result,
the Fund's investments may include companies organized, traded or having
substantial operations outside the U.S. or Canada. This may expose the Fund to
risks associated with foreign investments.
MERCURY U.S. SMALL CAP GROWTH FUND 9
<PAGE> 12
[MAGNIFYING GLASS ICON] About the Details
- The value of holdings traded outside the U.S. (and any hedging
transactions in foreign currencies) will be affected by changes in
currency exchange rates.
- The costs of non-U.S. securities transactions tend to be higher
than those of U.S. transactions.
- These holdings may be adversely affected by foreign government
action.
- International trade barriers or economic sanctions against certain
non-U.S. countries may adversely affect these holdings.
BORROWING AND LEVERAGE
The use of borrowing can create leverage. Leverage increases the Fund's exposure
to risk by increasing its total investments. If the Fund borrows money to make
more investments than it otherwise could or to meet redemptions, and the Fund's
investments go down in value, the Fund's losses will be magnified. Borrowing
will cost the Fund interest expense and other fees.
Certain securities that the Fund buys may create leverage, including, for
example, derivative securities. Like borrowing, these investments may increase
the Fund's exposure to risk.
DERIVATIVES
The Fund may also use instruments referred to as "Derivatives." Derivatives
are financial instruments whose value is derived from another security,
a commodity (such as gold or oil) or an index (a measure of value or rates,
such as the S&P 500 or the prime lending rate). Derivatives may allow the Fund
to increase or decrease its level of risk exposure more quickly and efficiently
than transactions in other types of instruments. Derivatives, however, are
volatile and involve significant risks, including many of the risks described
above. Derivatives may not always be available or cost efficient. If the Fund
invests in derivatives, the investments may not be effective as a hedge against
price movements and can limit potential for growth in Fund share value. Other
risks include:
- Credit risk -- the risk that the counterparty on a derivative
transaction will be unable to honor its financial obligation to the
Fund.
- Currency risk -- the risk that changes in the exchange rate
between two currencies will adversely affect the value (in U.S.
dollar terms) of an investment.
10
MERCURY U.S. SMALL CAP GROWTH FUND
<PAGE> 13
[MAGNIFYING GLASS ICON] About the Details
- Leverage risk -- the risk associated with certain types of
investments or trading strategies that relatively small market
movements may result in large changes in the value of an
investment. Certain investments or trading strategies that involve
leverage can result in losses that greatly exceed the amount
originally invested.
- Liquidity risk -- the risk that certain securities may be difficult
or impossible to sell at the time that the seller would like or at
the price that the seller believes the security is currently worth.
- Index risk -- If the derivative is linked to the performance of an
index, it will be subject to the risks associated with changes in
that index. If the index changes, the Fund could receive lower
interest payments or experience a reduction in the value of the
derivative to below what the Fund paid. Certain indexed securities,
including inverse securities (which move in an opposite direction
to the index), may create leverage, to the extent that they
increase or decrease in value at a rate that is a multiple of the
changes in the applicable index.
The Fund may use the following types of derivative instruments: futures,
forwards, options, indexed and inverse securities and swaps.
CONVERTIBLE SECURITIES
Convertible securities, including bonds and preferred stock, are convertible
into common stock. As a result of the conversion feature, the interest or
dividend rate on a convertible security is generally less than would be the case
if the security were not convertible. The value of a convertible security will
be affected both by its stated interest or dividend rate and the value of the
underlying common stock. Therefore, its value will be affected by the factors
that affect both debt securities (such as interest rates) and equity securities
(such as stock market movements generally). Some convertible securities might
require the Fund to sell the securities back to the issuer or a third party at a
time that is disadvantageous to the Fund.
DEBT SECURITIES
Debt securities, such as bonds, involve credit risk, which is the risk that the
borrower will not make timely payments of principal and interest. These
securities are also subject to interest rate risk, which 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 shorter term securities.
MERCURY U.S. SMALL CAP GROWTH FUND 11
<PAGE> 14
[MAGNIFYING GLASS ICON] About the Details
STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
If you would like further information about the Fund, including how it invests,
please see the Statement of Additional Information.
ADVISER'S HISTORICAL PERFORMANCE DATA
- --------------------------------------------------------------------------------
The following tables present historical performance data for all accounts that
have been managed by the Investment Adviser's Mercury affiliates that have
substantially similar (although not necessarily identical) objectives and
policies to the Fund's, and that have been managed using investment styles and
strategies substantially similar to those to be used in managing the Fund. THESE
FIGURES DO NOT REPRESENT THE PERFORMANCE OF THE FUND. The Fund is newly
organized and does not yet have a performance record. The Fund's actual
performance may be higher or lower, and past performance is no guarantee of
future results.
The composite figures shown in the tables presented below were calculated in the
following manner:
- All of the accounts in the composite were managed by the Investment
Adviser's Mercury affiliates. Accounts were included only to the
extent that the investment process used by each of these
affiliates, including the resources available to the portfolio
managers and the supervisory review, is the same as the process to
be used by the Investment Adviser in managing the Fund. As a
practical matter, there is no significant distinction between the
process used in determining the recommendations the Investment
Adviser makes for the Fund and the process its Mercury affiliates
have used in determining the recommendations for the accounts in
the composite.
- The accounts included in the composite are not U.S. mutual funds,
and are not subject to the same rules and regulations under the
Investment Company Act of 1940, as amended, and the Internal
Revenue Code of 1986, as amended (for example, diversification and
liquidity requirements and restrictions on transactions with
affiliates) as the Fund, or to the same types of expenses that the
Fund will pay. These differences might have adversely affected the
performance figures shown below.
- The composite figures have been calculated by weighting the
performance of each included account by the level of the
12
MERCURY U.S. SMALL CAP GROWTH FUND
<PAGE> 15
[MAGNIFYING GLASS ICON] About the Details
account's total assets at the beginning of each monthly or
quarterly period. Accounts were added to the composite as of
the first full quarter under management and excluded at the
end of the last full quarter under management. Accordingly,
the number of accounts included in the composite vary by
quarter, beginning with one from October 1, 1994 through
December 31, 1995, and increasing to three in the most recent
quarter ended June 30, 1999.
- The performance of each of the accounts in the composite may have
been influenced by the level of the account's total assets. If an
account's assets had been different, its performance might have
been higher or lower.
- Some of the accounts presented were accounted for in a base
currency other than U.S. dollars. The Fund will calculate its net
asset value daily in U.S. dollars. For purposes of this
presentation, these accounts' performance history was converted
into U.S. dollars on at least a quarterly basis using exchange
rate movements to approximate the equivalent U.S. dollar returns
which might have been achieved.
- The figures shown below represent the performance, converted,
where necessary, to U.S. dollars, of the composite's included
accounts. THEY ARE NOT THE PERFORMANCE OF THE FUND. Figures show
total returns. Total return shows you how much an investment has
changed in value over the stated time period and includes both
capital appreciation and income. The first table reflects average
annual total returns. This smooths out variations in annual
performance by averaging returns over the stated period. The
second table shows actual total returns for each one year period.
- To provide you with additional information, these composite
performance figures are presented two different ways. The "Gross
of Fees and Charges" row reflects the composite's gross
performance -- that is, performance before any deductions for fees
or expenses. These figures are hypothetical and presented for
information only; they do not reflect actual performance of the
accounts because the accounts would have paid fees and expenses.
The first table (average annual total returns) also
MERCURY U.S. SMALL CAP GROWTH FUND 13
<PAGE> 16
[MAGNIFYING GLASS ICON]
About the Details
includes a "Net of Fees and Charges" section, which reflects
adjustments of the gross performance to reflect the deduction of
all of the fees and expenses that the Fund and a shareholder is
projected to pay as shown in the "Fees and Expenses" section at
the beginning of the Prospectus. Like the gross figures, the net
figures are hypothetical, because they do not reflect the actual
fees and charges paid by the included accounts. The net figures
assume the shareholder bought the shares at the beginning of the
period and sold (redeemed) the shares at the end of the period. To
the extent the Fund's expenses deviate from the projections, the
"Net of Fees and Charges" figures will be inaccurate. The effect
would be greater over longer periods due to compounding. The "Net
of Fees and Charges" performance figures differ by class because
the sales charges and account maintenance fees differ for each
class of shares. The net figures shown -- that is, the performance
results after all applicable deductions -- are equal to or lower
than the actual net results of the included accounts.
- Both tables include figures for two benchmark indexes (Russell
2000 Index and Russell 2000 Growth Index) and for the Lipper
Small-Cap Growth Funds universe so that you can compare the
composite's performance to the performance of the market as a
whole. The Russell 2000 Index and the Russell 2000 Growth Index
are unmanaged indexes and do not reflect any fees or charges. The
Lipper Small-Cap Growth Funds Average reflects advisory fees and
other fees and charges, but does not reflect front-end or
contingent deferred sales charges.
14
MERCURY U.S. SMALL CAP GROWTH FUND
<PAGE> 17
[MAGNIFYING GLASS ICON] About the Details
AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
THIS IS NOT THE FUND'S PERFORMANCE.
<TABLE>
<CAPTION>
FOR
FOR FOR FOR FOR FOUR-YEAR
ONE-YEAR TWO-YEAR THREE-YEAR FOUR-YEAR AND NINE-MONTH
PERIOD ENDED PERIOD ENDED PERIOD ENDED PERIOD ENDED PERIOD ENDED
JUNE 30, 1999 JUNE 30, 1999 JUNE 30, 1999 JUNE 30, 1999 JUNE 30, 1999
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
COMPOSITE OF SIMILAR ACCOUNTS,
RECALCULATED:
- ---------------------------------------------------------------------------------------------------------------------------------
NET OF FEES AND CHARGES (2):
- ---------------------------------------------------------------------------------------------------------------------------------
CLASS I FEES AND CHARGES 13.7% 16.7% 11.6% 20.2% 21.4%
- ---------------------------------------------------------------------------------------------------------------------------------
CLASS A FEES AND CHARGES 13.4 16.4 11.3 19.9 21.1
- ---------------------------------------------------------------------------------------------------------------------------------
CLASS B FEES AND CHARGES 14.8 17.0 11.7 20.2 21.3
- ---------------------------------------------------------------------------------------------------------------------------------
CLASS C FEES AND CHARGES 17.8 18.7 12.5 20.6 21.5
- ---------------------------------------------------------------------------------------------------------------------------------
GROSS OF FEES AND CHARGES (3): 21.7 21.6 15.2 23.5 24.5
- ---------------------------------------------------------------------------------------------------------------------------------
RUSSELL 2000 INDEX (4): 1.5 8.7 11.2 14.3 14.6
- ---------------------------------------------------------------------------------------------------------------------------------
RUSSELL 2000 GROWTH INDEX (5): 8.3 10.7 8.6 12.9 14.0
- ---------------------------------------------------------------------------------------------------------------------------------
LIPPER SMALL-CAP GROWTH FUNDS
AVERAGE (DOES NOT INCLUDE SALES
CHARGES) (6): 9.7 12.2 9.7 14.9 16.2
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Investment Adviser and its affiliates first began managing accounts with
substantially similar objectives and policies to those of the Fund on
September 30, 1994.
(2) Reflects the reinvestment of dividends and distributions, and the deduction
of all fees and expenses that the Fund and a shareholder are projected to
pay (including the maximum front-end sales charges paid when purchasing
shares, or the maximum deferred sales charge paid upon redeeming shares at
the end of each period shown). To the extent the Fund's expenses deviate
from the projections, the "Net of Fees and Charges" figures will be
inaccurate. The effect would be greater over longer periods due to
compounding.
(3) Does not reflect the deduction of any fees, charges or expenses other than
certain brokerage commissions. These figures are hypothetical and presented
for information only; they do not reflect actual performance of the accounts
because the accounts would have paid fees and expenses.
(4) An unmanaged index composed of the common stocks of the 1,001st through the
3000th largest U.S. companies by market capitalization, as determined by the
Frank Russell Company. No sales charges, 12b-1 fees or advisory fees, and no
other expenses (e.g., custody or brokerage fees) are reflected in the total
returns of the index. Index returns reflect reinvestment of net dividends
and distributions.
(5) An unmanaged index of those securities in the Russell 2000 Index with a
greater than average growth orientation. No sales charges, 12b-1 fees or
advisory fees, and no other expenses (e.g. custody or brokerage fees) are
reflected in the total returns of the index. Index returns reflect
reinvestment of net dividends and distributions.
(6) An average of the performance of U.S. investment companies that invest
primarily in companies with market capitalizations of less than $1 billion
at the time of purchase. The average does not reflect front-end or
contingent deferred sales charges that might be paid by an investor in a
fund included in the average, but does include 12b-1 fees, advisory fees and
other expenses. The average also reflects reinvestment of dividends and
distributions.
MERCURY U.S. SMALL CAP GROWTH FUND
15
<PAGE> 18
[MAGNIFYING GLASS ICON] About the Details
TOTAL RETURNS ON AN ANNUAL BASIS
- --------------------------------------------------------------------------------
THIS IS NOT THE FUND'S PERFORMANCE.
<TABLE>
<CAPTION>
FOR THE SIX FOR THE PERIOD
MONTHS ENDED FOR EACH YEAR ENDED DECEMBER 31, SEPTEMBER 30, 1994 TO
JUNE 30, 1999 1998 1997 1996 1995 DECEMBER 31, 1994(1)
<S> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
COMPOSITE OF SIMILAR
ACCOUNTS, RECALCULATED:
GROSS OF FEES AND CHARGES
(2): 28.6% 1.5% 15.2% 25.6% 46.8% 2.1%
- ----------------------------------------------------------------------------------------------------
RUSSELL 2000 INDEX (3): 9.3 (2.5) 22.4 16.5 28.5 (1.8)
- ----------------------------------------------------------------------------------------------------
RUSSELL 2000 GROWTH INDEX
(4): 12.8 1.2 13.0 11.3 31.0 (0.7)
- ----------------------------------------------------------------------------------------------------
LIPPER SMALL CAP GROWTH
FUNDS AVERAGE (DOES NOT
INCLUDE SALES CHARGES)
(5): 11.5 5.3 15.2 20.0 36.0 1.2
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) The Investment Adviser and its affiliates first began managing accounts with
substantially similar objectives and policies to those of the Fund on
September 30, 1994.
(2) Does not reflect the deduction of any fees, charges or expenses, other than
certain brokerage commissions. These figures are hypothetical and presented
for information only; they do not reflect actual performance of the accounts
because the accounts would have paid fees and expenses. If these fees and
expenses were included, the performance figures would be lower.
(3) An unmanaged index composed of the common stocks of the 1,001st through the
3000th largest U.S. companies by market capitalization, as determined by the
Frank Russell Company. No sales charges, 12b-1 fees or advisory fees, and no
other expenses (e.g., custody or brokerage fees) are reflected in the total
returns of the index. Index returns reflect reinvestment of net dividends
and distributions.
(4) An unmanaged index of those securities in the Russell 2000 Index with a
greater than average growth orientation. No sales charges, 12b-1 fees or
advisory fees, and no other expenses (e.g. custody or brokerage fees) are
reflected in the total returns of the index. Index returns reflect
reinvestment of net dividends and distributions.
(5) An average of the performance of U.S. investment companies that invest
primarily in companies with market capitalizations of less than $1 billion
at the time of purchase. The average does not reflect front-end or
contingent deferred sales charges that might be paid by an investor in a
fund included in the average, but does include 12b-1 fees, advisory fees and
other expenses. The average also reflects reinvestment of dividends and
distributions.
16 MERCURY U.S. SMALL CAP GROWTH FUND
<PAGE> 19
[CHECKMARK ICON] Account Choices
PRICING OF SHARES
- --------------------------------------------------------------------------------
The Fund offers four classes of shares, 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. The class of shares you should choose will be affected by the size of
your investment and how long you plan to hold your shares. Your financial
consultant can help you determine which pricing option is best suited to your
personal financial goals.
For example, if you select Class I or A shares, you generally pay a sales charge
at the time of purchase. You may be eligible for a sales charge waiver. If you
buy Class A shares, you also pay an ongoing account maintenance fee of 0.25%.
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 Fund's
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 Fund's shares are distributed by Mercury Funds Distributor, a division of
Princeton Funds Distributor, Inc.
A subscription period for the shares will end on October 26, 1999, unless
extended. Subscriptions will be payable, shares will be issued and the Fund will
commence operations on the third business day after the end of the subscription
period. The Fund or the Distributor can terminate the subscription offering at
any time, in which case the Fund will not commence operations or will commence
operations with a limited number of shares.
After the Fund commences operations, shares can be purchased on each business
day.
MERCURY U.S. SMALL CAP GROWTH FUND 17
<PAGE> 20
[CHECKMARK ICON] Account Choices
To better understand the pricing of the Fund's shares, we have summarized the
information below:
<TABLE>
<CAPTION>
CLASS I CLASS A CLASS B CLASS C
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AVAILABILITY? LIMITED TO CERTAIN GENERALLY AVAILABLE GENERALLY AVAILABLE GENERALLY AVAILABLE
INVESTORS INCLUDING: THROUGH SELECTED THROUGH SELECTED THROUGH SELECTED
- Current Class I SECURITIES DEALERS. SECURITIES DEALERS. SECURITIES DEALERS.
shareholders
- Certain Retirement
Plans
- Participants of
certain sponsored
programs
- Certain affiliates of
selected securities
dealers
- ---------------------------------------------------------------------------------------------------------------------------
INITIAL SALES CHARGE? YES. PAYABLE AT TIME OF YES. PAYABLE AT TIME OF NO. ENTIRE PURCHASE NO. ENTIRE PURCHASE
PURCHASE. LOWER SALES PURCHASE. LOWER SALES PRICE IS INVESTED IN PRICE IS INVESTED IN
CHARGES AVAILABLE FOR CHARGES AVAILABLE FOR SHARES OF THE FUND. SHARES OF THE FUND.
CERTAIN LARGER CERTAIN LARGER
INVESTMENTS. INVESTMENTS.
- ---------------------------------------------------------------------------------------------------------------------------
DEFERRED SALES NO. (MAY BE CHARGED FOR NO. (MAY BE CHARGED FOR YES. PAYABLE IF YOU YES. PAYABLE IF YOU
CHARGE? PURCHASES OVER $1 PURCHASES OVER $1 REDEEM WITHIN SIX YEARS REDEEM WITHIN ONE YEAR
MILLION THAT ARE MILLION THAT ARE OF PURCHASE. OF PURCHASE.
REDEEMED WITHIN ONE REDEEMED WITHIN ONE
YEAR.) YEAR.)
- ---------------------------------------------------------------------------------------------------------------------------
ACCOUNT MAINTENANCE NO. 0.25% ACCOUNT 0.25% ACCOUNT 0.25% ACCOUNT
AND DISTRIBUTION MAINTENANCE FEE. NO MAINTENANCE FEE. 0.75% MAINTENANCE FEE. 0.75%
FEES? DISTRIBUTION FEE. DISTRIBUTION FEE. DISTRIBUTION FEE.
- ---------------------------------------------------------------------------------------------------------------------------
CONVERSION TO CLASS A NO. NO. YES, AUTOMATICALLY NO.
SHARES? AFTER APPROXIMATELY 8
YEARS.
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
18 MERCURY U.S. SMALL CAP GROWTH FUND
<PAGE> 21
[CHECKMARK ICON] Account Choices
RIGHT OF ACCUMULATION -- permits you to pay the sales charge applicable to the
cost or value (whichever is higher) of all shares you own in the Mercury mutual
funds.
LETTER OF INTENT -- permits you to pay the sales charge that would be applicable
if you add up all shares of Mercury mutual funds that you agree to buy within a
13 month period. Certain restrictions apply.
CLASS I AND A SHARES -- INITIAL SALES CHARGE OPTIONS
The public offering price of Class I and Class A shares during the subscription
period is $10.00 per share. If you select Class I or A shares, you will pay a
sales charge at the time of purchase (whether during or after the subscription
period) as shown in the following table. During the subscription period,
securities dealers will receive compensation equal to the entire sales charge
(and therefore, may be deemed to be underwriters). After the subscription
period, the dealer compensation will be as shown in the last column.
<TABLE>
<CAPTION>
DEALER
COMPENSATION
AS A % OF AS A % OF AS A % OF
YOUR INVESTMENT OFFERING PRICE YOUR INVESTMENT* OFFERING PRICE
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
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%
- ---------------------------------------------------------------------------------------
</TABLE>
* Rounded to the nearest one-hundredth percent.
** If you invest $1,000,000 or more in Class I or A shares, you may not pay an
initial sales charge. However, if you redeem your shares within one year
after purchase, you may be charged a deferred sales charge. This charge is 1%
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 I and A shares by certain employer sponsored
retirement or savings plans.
No initial sales charge applies to Class I or Class A shares that you buy
through reinvestment of dividends.
A reduced or waived sales charge on a purchase of Class I or A shares may apply
for:
- Purchases under a RIGHT OF ACCUMULATION or LETTER OF INTENT.
- Certain trusts managed by banks, thrifts or trust companies
including those affiliated with Mercury or its affiliates.
- Certain employer-sponsored retirement or savings plans.
MERCURY U.S. SMALL CAP GROWTH FUND 19
<PAGE> 22
[CHECKMARK ICON] Account Choices
- Certain investors, including directors or trustees of mutual funds
sponsored by Mercury or its affiliates, employees of Mercury and
its affiliates and employees of selected dealers.
- Certain fee-based programs managed by Mercury or its affiliates.
- Certain fee-based programs managed by selected dealers that have
an agreement with Mercury or its affiliates.
- Purchases through certain financial advisers that meet and adhere
to standards established by Mercury.
- Purchases through certain accounts over which Mercury or an
affiliate exercises investment discretion.
Only certain investors are eligible to buy Class I shares, including existing
Class I shareholders of the Fund, certain retirement plans and participants in
certain programs sponsored by Mercury or its affiliates. Your financial
consultant can help you determine whether you are eligible to buy Class I shares
or to participate in any of these programs.
If you decide to buy shares under the initial sales charge alternative and you
are eligible to buy both Class I and Class A shares, you should buy Class I
shares since Class A shares are subject to a 0.25% account maintenance fee,
while Class I shares are not.
If you redeem Class I or Class A 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 financial
consultant or the Fund's Transfer Agent at 1-888-763-2260.
CLASS B AND 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 six
years after purchase or 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 a distribution
plan that the Fund has adopted under Rule 12b-1 under the Investment Company Act
of 1940. The Distributor uses the money that it receives from the deferred sales
charge and the distribution fees to cover the costs of marketing, advertising
and compensating the financial consultant or other dealer who assists you in
your decision to purchase Fund shares. The public offering price of Class B and
C shares during the subscription period will be $10.00 per share.
20
MERCURY U.S. SMALL CAP GROWTH FUND
<PAGE> 23
[CHECKMARK ICON] Account Choices
CLASS B SHARES
If you redeem Class B shares within six 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:
<TABLE>
<CAPTION>
YEAR SINCE PURCHASE Sales Charge*
- ------------------------------------------
<S> <C>
0 - 1 4.00%
- ------------------------------------------
1 - 2 4.00%
- ------------------------------------------
2 - 3 3.00%
- ------------------------------------------
3 - 4 3.00%
- ------------------------------------------
4 - 5 2.00%
- ------------------------------------------
5 - 6 1.00%
- ------------------------------------------
6 AND AFTER 0.00%
- ------------------------------------------
</TABLE>
* 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 by
dividend or capital gain reinvestment are not subject to a deferred sales
charge. Mercury funds may not all have identical deferred sales charge
schedules. In the event of an exchange for the shares of another Mercury fund,
the higher charge, if any, would 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 (certain legal
documentation may be required at the time of liquidation
establishing eligibility for qualified distribution).
- Redemption by certain eligible 401(a) and 401(k) plans and certain
retirement plan rollovers.
- Redemption in connection with participation in certain fee-based
programs managed by Mercury or its affiliates.
- Redemption in connection with participation in certain fee-based
programs managed by selected dealers that have agreements with
Mercury or its affiliates.
- Withdrawals resulting from shareholder death or disability as long
as the waiver request is made within one year after death or
disability or, if later, reasonably promptly following completion
of probate, or in connection with involuntary termination of an
account in which Fund shares are held (certain legal documentation
may be required at the time of liquidation establishing
eligibility for qualified distribution).
MERCURY U.S. SMALL CAP GROWTH FUND 21
<PAGE> 24
[CHECKMARK ICON] Account Choices
- Withdrawal through the Systematic Withdrawal Plan of up to 10% per
year of your account value at the time the plan is established.
Your Class B shares convert automatically into Class A 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 A
shares are subject to lower annual expenses than Class B shares. The conversion
of Class B shares to Class A shares is not a taxable event for Federal income
tax purposes.
Different conversion schedules may apply to Class B shares of different Mercury
mutual funds. If you acquire your Class B shares in an exchange from another
fund with a shorter conversion schedule, the Fund's eight year conversion
schedule will apply. If you exchange your Class B shares in the Fund for Class B
shares of a fund with a longer conversion schedule, the other fund's conversion
schedule will apply. In any event, the length of time that you hold the original
and exchanged Class B shares in both funds will count toward the conversion
schedule.
The conversion schedule may be modified in certain other cases as well.
CLASS C SHARES
If you redeem Class C shares within one year after purchase, you may be charged
a deferred sales charge of 1.00%. The charge will apply to the lesser of the
original cost of the shares being redeemed or the proceeds of your redemption.
You will not be charged a deferred sales charge when you redeem shares that you
acquire through reinvestment of Fund dividends. The deferred sales charge
relating to Class C shares may be reduced or waived in connection with
involuntary termination of an account in which Fund shares are held and
withdrawals through the Systematic Withdrawal Plan.
Class C shares do not offer a conversion privilege.
HOW TO BUY, SELL, TRANSFER AND EXCHANGE SHARES
- --------------------------------------------------------------------------------
The chart below summarizes how to buy, sell, transfer and exchange shares
through certain securities dealers. You may also buy shares through the Transfer
Agent. To learn more about buying shares through the Transfer Agent, call
1-888-763-2260. Because the selection of a mutual fund involves many
considerations, your financial consultant may help you with this decision. The
Fund does not issue share certificates.
22
MERCURY U.S. SMALL CAP GROWTH FUND
<PAGE> 25
[CHECKMARK ICON] Account Choices
<TABLE>
<CAPTION>
IF YOU WANT TO YOUR CHOICES INFORMATION IMPORTANT FOR YOU TO KNOW
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BUY SHARES First, select the share class Please refer to the pricing of shares table on page 18. Be
appropriate for you sure to read this Prospectus carefully.
-------------------------------------------------------------------------------------------------
Next, determine the amount of The minimum initial investment for the Fund is $1,000 for
your investment all accounts except:
- $500 for certain fee-based programs
- $100 for retirement plans
(The minimums for initial investments may be waived or
reduced under certain circumstances.)
-------------------------------------------------------------------------------------------------
Have your financial consultant The price of your shares is based on the next calculation of
or securities dealer submit net asset value after your order is placed. Any purchase
your purchase order 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 received after that time will be priced at
the net asset value determined on the next business day. The
Fund may reject any order to buy shares and may suspend the
sale of shares at any time. Certain securities dealers may
charge a fee to process a purchase. For example, the fee
charged by Merrill Lynch, Pierce, Fenner & Smith
Incorporated is currently $5.35. The fees charged by other
securities dealers may be higher or lower.
-------------------------------------------------------------------------------------------------
Or contact the Transfer Agent Instead of purchasing through a financial consultant or
securities dealer, you can purchase shares of the Fund by
calling the Transfer Agent to request an application and
mailing a purchase order directly to the Transfer Agent at
the address on the inside back cover of this Prospectus.
- ------------------------------------------------------------------------------------------------------------------------
ADD TO YOUR Purchase additional shares The minimum investment for additional purchases is $100 for
INVESTMENT all accounts except:
- $50 for certain fee-based programs
- $1 for retirement plans
(The minimums for additional purchases may be waived under
certain circumstances.)
-------------------------------------------------------------------------------------------------
Acquire additional shares All dividends are automatically reinvested without a sales
through the automatic dividend charge.
reinvestment plan
-------------------------------------------------------------------------------------------------
Participate in the automatic You may automatically invest a specific amount in the Fund
investment plan on a periodic basis through your securities dealer:
- The current minimum for such automatic investments is
$100. The minimum may be waived or revised under certain
circumstances.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
MERCURY U.S. SMALL CAP GROWTH FUND
23
<PAGE> 26
[CHECKMARK ICON] Account Choices
<TABLE>
<CAPTION>
IF YOU WANT TO YOUR CHOICES INFORMATION IMPORTANT FOR YOU TO KNOW
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
TRANSFER SHARES TO Transfer to a participating To transfer your shares of the Fund to another securities
ANOTHER SECURITIES securities dealer dealer, authorized dealer agreements must be in place
DEALER between the Distributor and the transferring securities
dealer and the Distributor and the receiving securities
dealer. Certain services may be available for the
transferred shares. All future trading of these shares must
be coordinated by the receiving securities dealer.
-------------------------------------------------------------------------------------------------
Transfer to a non-participating You cannot transfer your shares of the Fund to a securities
securities dealer dealer that does not have an authorized dealer agreement
with the Distributor.
You must either:
- Transfer your shares to an account with the Transfer
Agent; or
- Sell your shares, paying any applicable CDSC.
- ------------------------------------------------------------------------------------------------------------------------
SELL YOUR SHARES Have your financial consultant The price of your shares is based on the next calculation of
or securities dealer submit net asset value after your order is placed. For your
your sales order redemption request to be priced at the net asset value on
the day of your request, you must submit your request to
your dealer prior to that day's close of business on the New
York Stock Exchange (the New York Stock Exchange generally
closes at 4:00 p.m. Eastern 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 Fund not more than
thirty minutes after the close of business on the New York
Stock Exchange on the day the request was received.
Certain securities dealers may charge a fee to process a
sale of shares. For example, the fee charged by Merrill
Lynch, Pierce, Fenner & Smith Incorporated is currently
$5.35. The fees charged by other securities dealers may be
higher or lower.
The Fund may reject an order to sell shares under certain
circumstances.
-------------------------------------------------------------------------------------------------
Sell through the Transfer Agent You may sell shares held at the Transfer Agent by writing to
the Transfer Agent at the address on the inside back cover
of this Prospectus. All shareholders on the account must
sign the letter and signatures must be guaranteed. Depending
on the type of account and/or type of distribution, certain
additional documentation may be required. The Transfer Agent
will normally mail sale proceeds within seven days following
receipt of a properly completed request. If you make a sales
order request before the Fund has collected payment for the
purchase of shares, the Fund or the Transfer Agent may delay
mailing your proceeds. This delay usually will not exceed
ten days.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
24 MERCURY U.S. SMALL CAP GROWTH FUND
<PAGE> 27
[CHECKMARK ICON] Account Choices
<TABLE>
<CAPTION>
IF YOU WANT TO YOUR CHOICES INFORMATION IMPORTANT FOR YOU TO KNOW
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SELL SHARES Participate in the Fund's You can generally arrange through your selected dealer for
SYSTEMATICALLY Systematic Withdrawal Plan systematic sales of shares of a fixed dollar amount on a
monthly, bi-monthly, quarterly, semi-annual or annual basis,
subject to certain conditions. You must have dividends and
other distributions automatically reinvested. For Class B
and C shares your total annual withdrawals cannot be more
than 10% of the value of your shares at the time the Plan is
established. The deferred sales charge is waived for
systematic sales of shares. Ask your financial consultant
for details.
- ------------------------------------------------------------------------------------------------------------------------
EXCHANGE YOUR Select the fund into which you You can exchange your shares of the Fund for shares of other
SHARES want to exchange. Be sure to Mercury mutual funds or for shares of the Summit Cash
read that fund's prospectus Reserves Fund. 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 Fund shares is generally exchangeable for
shares of the same class of another Mercury fund. If you own
Class I shares and wish to exchange into a fund in which you
have no Class I shares and you are not eligible to buy Class
I shares, you will exchange into Class A shares. If you own
Class I or Class A shares and wish to exchange into Summit,
you will exchange into Class A shares of Summit. Class B or
Class C shares can be exchanged for Class B shares of
Summit.
Some of the Mercury mutual funds may impose a different
initial or deferred sales charge schedule. If you exchange
Class I or Class A shares for shares of a fund with a higher
initial sales charge than you originally paid, you may be
charged the difference at the time of exchange. If you
exchange Class B or Class C 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 Class C
shares in both funds will count when determining your
holding period for calculating a deferred sales charge at
redemption. Your time in both funds will also count when
determining the holding period for a conversion from Class B
to Class A shares.
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.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
MERCURY U.S. SMALL CAP GROWTH FUND
25
<PAGE> 28
[CHECKMARK ICON] Account Choices
NET ASSET VALUE -- the market value in U.S. dollars of the Fund's total assets
after deducting liabilities, divided by the number of shares outstanding.
HOW SHARES ARE PRICED
- --------------------------------------------------------------------------------
When you buy shares, you pay the NET ASSET VALUE, plus any applicable sales
charge. This is the offering price. Shares are also redeemed at their net asset
value, minus any applicable deferred sales charge. The Fund calculates its net
asset value (generally by using market quotations) each day the New York Stock
Exchange is open, after the close of business on the Exchange (the Exchange
generally closes at 4:00 p.m. Eastern time). The net asset value used in
determining your price is the one calculated after your purchase or redemption
order is placed. Net asset value is generally calculated by valuing each
security at its closing price for the day. Securities and assets for which
market quotations are not readily available are generally valued at fair value
as determined in good faith by or under the direction of the Board of Trustees.
Generally, Class I shares will have the highest net asset value because that
class has the lowest expenses, and Class A shares will have a higher net asset
value than Class B or Class C shares. Also, dividends paid on Class I and Class
A shares will generally be higher than dividends paid on Class B and Class C
shares because Class I and Class A shares have lower expenses.
26
MERCURY U.S. SMALL CAP GROWTH FUND
<PAGE> 29
[CHECKMARK ICON] Account Choices
DIVIDENDS -- ordinary income and capital gains paid to shareholders. Dividends
may be reinvested in additional Fund shares as they are paid.
FEE-BASED PROGRAMS
- --------------------------------------------------------------------------------
If you participate in certain fee-based programs offered by Mercury or an
affiliate of Mercury, or by selected dealers that have an agreement with
Mercury, you may be able to buy Class I shares at net asset value, including
through exchange 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
distribution and account maintenance fees. This may be a taxable event and you
will pay any applicable sales charges.
If you leave one of these programs, your shares may be redeemed or automatically
exchanged into another class of Fund shares or into Summit. 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 A 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 financial
consultant or your selected dealer.
DIVIDENDS AND TAXES
- --------------------------------------------------------------------------------
The Fund will distribute at least annually any net investment income and any net
realized long or short-term capital gains. The Fund may also pay a special
distribution at the end of the calendar year to comply with Federal tax
requirements. DIVIDENDS may be reinvested automatically in shares of the Fund at
net asset value without a sales charge or may be taken in cash. If your account
is with a securities dealer that has an agreement with the Fund, contact your
financial consultant about which option you would like. If your account is with
the Transfer Agent, and you would like to receive dividends in cash, contact the
Transfer Agent.
MERCURY U.S. SMALL CAP GROWTH FUND 27
<PAGE> 30
[CHECKMARK ICON] Account Choices
"BUYING A DIVIDEND"
Unless your investment is in a tax-deferred account, you may want to avoid
buying shares shortly before the Fund pays a dividend. The reason? If you buy
shares when a fund has realized but not yet distributed 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 advisor.
You will pay tax on dividends from the Fund whether you receive them in cash or
additional shares. If you redeem Fund shares or exchange them for shares of
another fund, any gain on the transaction may be subject to tax. The Fund
intends to pay dividends that will either be taxed as ordinary income or capital
gains. Capital gains dividends are generally taxed at different rates than
ordinary income dividends.
If you are neither a lawful permanent resident nor a citizen of the U.S. or if
you are a foreign entity, the Fund's 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.
By law, the Fund must withhold 31% of your distributions 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 Fund. It is not a substitute for personal tax advice.
Consult your personal tax advisor about the potential tax consequences of an
investment in the Fund under all applicable tax laws.
28
MERCURY U.S. SMALL CAP GROWTH FUND
<PAGE> 31
[MANAGEMENT TEAM ICON] The Management Team
MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------
Mercury Asset Management US, a division of Fund Asset Management, L.P., manages
the underlying Portfolio's investments under the overall supervision of the
Board of Trustees of the Mercury Asset Management Master Trust. The Investment
Adviser and its affiliates have the responsibility for making all investment
decisions for the Fund.
The investment professionals in the group that have managed the Fund's portfolio
since the Fund started operations include:
James A. Skinner, III, Associate Director of Mercury Asset Management, is
primarily responsible for the day-to-day management of the Fund. Mr. Skinner has
been employed as an investment professional by the Investment Adviser or its
Mercury affiliates since 1994.
Oliver Ruppert has been employed as an investment professional by the Investment
Adviser or its Mercury affiliates since 1997.
Zahid Ali has been employed as an investment professional by the Investment
Adviser or its Mercury affiliates since 1996.
Mercury and its affiliates manage portfolios with over $518 billion in assets
(as of July 1999) for individuals and institutions seeking investments
worldwide. This amount includes assets managed for its affiliates. The advisory
agreement between the Trust and the Investment Adviser gives the Investment
Adviser the responsibility for making all investment decisions.
The Investment Adviser is paid at the rate of 0.70% of the Portfolio's average
daily net assets.
Mercury Asset Management International Ltd., an affiliate of the Investment
Adviser, may provide assistance to the Investment Adviser in managing the Fund
or may manage all or a portion of the Fund to the extent not managed by the
Investment Adviser. The Fund does not pay any incremental fee for this service,
although the Investment Adviser may make payments to Mercury Asset Management
International Ltd. See "Fees and Expenses" under "Fund Facts" for information
about the fees paid to the Investment Adviser and its affiliates.
The Fund does not have an investment adviser, since the Fund's assets will be
invested in its corresponding Portfolio. Fund Asset Management, L.P. provides
administrative services to the Fund.
MERCURY U.S. SMALL CAP GROWTH FUND 29
<PAGE> 32
[MANAGEMENT TEAM ICON] The Management Team
MASTER/FEEDER STRUCTURE
- --------------------------------------------------------------------------------
Unlike many other mutual funds, which directly buy and manage their own
portfolio securities, the Fund seeks to achieve its investment objectives by
investing all its assets in the corresponding Portfolio of the Mercury Asset
Management Master Trust. Investors in the Fund will acquire an indirect interest
in the underlying Portfolio.
Other "feeder" funds may also invest in the "master" Portfolio. This structure
may enable the Fund to reduce costs through economies of scale. A larger
investment portfolio may also reduce certain transaction costs to the extent
that contributions to and redemptions from the master from different feeders may
offset each other and produce a lower net cash flow.
The Fund may withdraw from the Portfolio at any time and may invest all of its
assets in another pooled investment vehicle or retain an investment adviser to
manage the Fund's assets directly.
Smaller feeder funds may be harmed by the actions of larger feeder funds. For
example, a larger feeder fund could have more voting power than the Fund over
the operations of the Portfolio.
Whenever the Portfolio holds a vote of its feeder funds, the Fund will pass the
vote through to its own shareholders.
30
MERCURY U.S. SMALL CAP GROWTH FUND
<PAGE> 33
[MANAGEMENT TEAM ICON] The Management Team
A NOTE ABOUT YEAR 2000
Many computer systems were designed using only two digits to designate years.
These systems may not be able to distinguish the year 2000 from the year 1900
(commonly known as the "Year 2000 Problem"). The Fund could be adversely
affected if the computer systems used by Fund management or other Fund service
providers do not properly address this problem before January 1, 2000. Fund
management expects to have addressed this problem before then, and does not
anticipate that the services it provides will be adversely affected. The Fund's
other service providers have told the administrator that they also expect to
resolve the Year 2000 Problem, and the administrator will continue to monitor
the situation as the year 2000 approaches. However, if the problem has not been
fully addressed, the Fund could be negatively affected. The Year 2000 Problem
could also have a negative impact on the companies in which the Fund invests.
This negative impact may be greater for smaller companies and for companies in
non-U.S. markets, since they may be less prepared for the Year 2000 Problem than
domestic companies and markets. If the companies in which the Fund invests have
Year 2000 Problems, the Fund's returns could be adversely affected.
MERCURY U.S. SMALL CAP GROWTH FUND 31
<PAGE> 34
<TABLE>
<S> <C>
FUND
Mercury U.S. Small Cap Growth Fund
of Mercury Asset Management Funds, Inc.
P.O. Box 9011
Princeton, New Jersey 08543-9011
(888-763-2260)
INVESTMENT ADVISER
Mercury Asset Management US,
a division of Fund Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
SUB-ADVISER
Mercury Asset Management International Ltd.
33 King William Street
London EC4R 9AS
England
ADMINISTRATOR
Fund Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
TRANSFER AGENT
Financial Data Services, Inc.
P.O. Box 44062
Jacksonville, Florida 32232-4062
(888-763-2260)
INDEPENDENT AUDITORS
Deloitte & Touche LLP
117 Campus Drive
Princeton, New Jersey 08540-6400
DISTRIBUTOR
Mercury Funds Distributor, a division of
Princeton Funds Distributor, Inc.
P.O. Box 9081
Princeton, New Jersey 08543-9081
CUSTODIAN
Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109
COUNSEL
Swidler Berlin Shereff Friedman, LLP
919 Third Avenue
New York, New York 10022
</TABLE>
MERCURY U.S. SMALL CAP GROWTH FUND
<PAGE> 35
[TELEPHONE ICON] To Learn More
SHAREHOLDER REPORTS
Additional information about the Fund's investments is available in the Fund's
annual and semi-annual reports to shareholders. In the Fund's annual report you
will find a discussion of the relevant market conditions and investment
strategies that significantly affected the Fund's performance during its last
fiscal year. You may obtain these reports at no cost by calling 1-888-763-2260.
If you hold your Fund shares through a brokerage account or directly at the
Transfer Agent, you may receive only one copy of each shareholder report and
certain other mailings regardless of the number of Fund accounts you have. If
you prefer to receive separate shareholder reports for each account (or if you
are receiving multiple copies and prefer to receive only one), call your
financial consultant or, if none, write to the Transfer Agent at its mailing
address. Include your name, address, tax identification number and brokerage or
mutual fund account number. If you have any questions, please call your
financial consultant or the Transfer Agent at 1-888-763-2260.
STATEMENT OF ADDITIONAL INFORMATION
The Fund's Statement of Additional Information contains further information
about the Fund and is incorporated by reference (legally considered to be part
of this Prospectus). You may request a free copy by writing or calling the Fund
at Financial Data Services, Inc., P.O. Box 44062, Jacksonville, Florida
32232-4062 or by calling 1-888-763-2260.
Contact your financial consultant or the Fund at the telephone number or address
indicated on the inside back cover of this Prospectus if you have any questions.
Information about the Fund (including the Statement of Additional Information)
can be reviewed and copied at the SEC's Public Reference Room in Washington,
D.C. Call 1-800-SEC-0330 for information on the operation of the public
reference room. This information is also available on the SEC's Internet Site at
http://www.sec.gov and copies may be obtained upon payment of a duplicating fee
by writing the Public Reference Section of the SEC, Washington, D.C. 20549-6009.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. NO ONE IS
AUTHORIZED TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM THE
INFORMATION IN THIS PROSPECTUS.
Investment Company Act File #811-08797.
CODE #19072-0999
(C) Mercury Asset Management US
Mercury U.S. Small Cap Growth Fund
OF MERCURY ASSET MANAGEMENT FUNDS, INC.
[ASSET MANAGEMENT GRAPHIC]
PROSPECTUS - , 1999
[MERCURY ASSET MANAGEMENT LOGO]
<PAGE> 36
THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE AND
MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE SECURITIES AND
IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED SEPTEMBER 7, 1999
STATEMENT OF ADDITIONAL INFORMATION
MERCURY U.S. SMALL CAP GROWTH FUND
of Mercury Asset Management Funds, Inc.
P.O. Box 9011, Princeton, New Jersey 08543-9011
Phone No. (888) 763-2260
------------------------
Mercury U.S. Small Cap Growth Fund (the "Fund") is a series of Mercury
Asset Management Funds, Inc. (the "Corporation" or "Mercury"). The Fund is an
open-end diversified investment company (commonly known as a mutual fund). The
investment objective of the Fund is long-term capital growth. The Fund seeks to
achieve this objective through investments primarily in a diversified portfolio
of equity securities of small cap companies located in the U.S. The Fund may
also invest up to 10% of its assets in equity securities of companies located in
Canada. The Fund will seek to achieve its investment objective by investing all
of its assets in Mercury Master U.S. Small Cap Growth Portfolio (the
"Portfolio"), which is the portfolio of Mercury Asset Management Master Trust
(the "Trust") that has the same investment objective as the Fund. The Fund's
investment experience will correspond directly to the investment experience of
the Portfolio. There can be no assurance that the investment objective of the
Fund will be achieved.
The Fund offers four classes of shares, each with a different combination
of sales charges, ongoing fees and other features. This 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. The Fund's
distributor is Mercury Funds Distributor, a division of Princeton Funds
Distributor, Inc.
------------------------
This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Prospectus of the Fund, dated , 1999 (the
"Prospectus"), which has been filed with the Securities and Exchange Commission
(the "Commission") and can be obtained, without charge, by calling the Fund at
1-888-763-2260 or your financial consultant, or by writing to the address listed
above. The Prospectus is incorporated by reference to this Statement of
Additional Information and this Statement of Additional Information has been
incorporated by reference to the Prospectus.
MERCURY ASSET MANAGEMENT US -- INVESTMENT ADVISER
MERCURY FUNDS DISTRIBUTOR -- DISTRIBUTOR
------------------------
The date of this Statement of Additional Information is , 1999.
<PAGE> 37
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Investment Objectives and Policies.......................... 2
Investment Restrictions................................... 9
Management of the Fund...................................... 11
Directors and Officers.................................... 11
Compensation of Directors/Trustees........................ 12
Administration Arrangements............................... 13
Management and Advisory Arrangements...................... 13
Code of Ethics............................................ 15
Purchase of Shares.......................................... 15
Initial Sales Charge Alternatives -- Class I and Class A
Shares................................................. 16
Reduced Initial Sales Charges............................. 16
Distribution Plans........................................ 18
Limitations on the Payment of Deferred Sales Charges...... 19
Redemption of Shares........................................ 20
Redemption................................................ 20
Repurchase................................................ 20
Reinstatement Privilege -- Class I and Class A Shares..... 21
Deferred Sales Charges -- Class B and Class C Shares...... 21
Portfolio Transactions and Brokerage........................ 22
Determination of Net Asset Value............................ 24
Shareholder Services........................................ 25
Investment Account........................................ 25
Automatic Investment Plan................................. 26
Automatic Dividend Reinvestment Plan...................... 26
Systematic Withdrawal Plan................................ 26
Retirement Plans.......................................... 27
Exchange Privilege........................................ 27
Fee-Based Programs........................................ 28
Dividends and Taxes......................................... 29
Dividends................................................. 29
Taxes..................................................... 29
Tax Treatment of Options, Futures and Forward Foreign
Exchange Transactions.................................. 31
Special Rules for Certain Foreign Currency Transactions... 31
Other Tax Matters......................................... 31
Performance Data............................................ 32
General Information......................................... 33
Description of Shares..................................... 33
Computation of Offering Price Per Share................... 34
Independent Auditors...................................... 34
Custodian................................................. 34
Transfer Agent............................................ 34
Legal Counsel............................................. 34
Reports to Shareholders................................... 34
Additional Information.................................... 35
Appendix A.................................................. A-1
Appendix B.................................................. B-1
</TABLE>
<PAGE> 38
INVESTMENT OBJECTIVES AND POLICIES
The investment objective of the Fund is long-term capital growth. This is a
fundamental policy and cannot be changed without shareholder approval. The Fund
tries to achieve its objective by investing primarily in a diversified portfolio
of equity securities of small cap companies located in the U.S. The Fund may
also invest up to 10% of its assets in equity securities of companies of any
market capitalization located in Canada. Reference is made to "How the Fund
Invests" in the Prospectus for a discussion of the investment objective and
policies of the Fund.
The Fund will seek to achieve its investment objective by investing all of
its assets in the Portfolio, which is a portfolio of the Trust that has the same
investment objective as the Fund. The Fund's investment experience and results
will correspond directly to the investment experience of the Portfolio. Thus,
all investments will be made at the level of the Portfolio. For simplicity,
however, with respect to investment objective, policies and restrictions, this
Statement of Additional Information, like the Prospectus, uses the term "Fund"
to include the underlying Portfolio in which the Fund invests. Reference is made
to the discussion under "How the Fund Invests" and "Investment Risks" in the
Prospectus for information with respect to the Fund's and the Portfolio's
investment objective and policies. There can be no guarantee that the Fund's
investment objective will be achieved.
For purposes of the Fund's investment policies, 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
Fund, however, may also 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 Fund also may consider closed-end investment companies to be located in the
country or countries in which they primarily make their portfolio investments.
While it is the policy of the Fund generally not to engage in trading for
short-term gains, Mercury Asset Management US (the "Investment Adviser" or
"Mercury US"), a division of Fund Asset Management, L.P. ("FAM" or the
"Administrator") will effect portfolio transactions without regard to holding
period 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, economic or financial conditions.
The U.S. Government has from time to time in the past imposed restrictions
through taxation and otherwise, on non-U.S. investments by U.S. investors such
as the Fund. If such restrictions should be reinstituted, it might become
necessary for the Fund to invest all or substantially all of its assets in U.S.
securities. In such event, the Fund would review its investment objective or
fundamental policies to determine whether changes are appropriate. Any changes
in the investment objective or fundamental policies set forth under "Investment
Restrictions" below would require the approval of the holders of a majority of
the Fund's outstanding voting securities.
The Fund's ability and decisions to purchase or sell portfolio securities
may be affected by laws or regulations relating to the convertibility and
repatriation of assets. Under present conditions, the Investment Adviser does
not believe that these considerations will have any significant effect on its
portfolio strategy, although there can be no assurance in this regard.
The Fund may invest in the securities of non-U.S. issuers in the form of
American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"),
Global Depositary Receipts ("GDRs") or other securities convertible into
securities of non-U.S. issuers. These securities may not necessarily be
denominated in the same currency as the securities into which they may be
converted. However, they would generally be subject to the same risks as the
securities into which they may be converted (as more fully described in the
Prospectus and below). ADRs are receipts typically issued by a U.S. bank or
trust company that evidence ownership of underlying securities issued by a
non-U.S. corporation. EDRs are receipts issued in Europe that evidence a similar
ownership arrangement. GDRs are receipts issued throughout the world that
evidence a similar ownership arrangement. Generally, ADRs, in registered form,
are designed for use in the U.S.
2
<PAGE> 39
securities markets, and EDRs, in bearer form, are designed for use in European
securities markets. GDRs are tradeable both in the United States and Europe and
are designed for use throughout the world. The Fund may invest in unsponsored
ADRs, EDRs and GDRs. The issuers of unsponsored ADRs, EDRs and GDRs are not
obligated to disclose material information in the United States, and therefore,
there may be no correlation between such information and the market value of
such securities.
The Fund's investment objective and policies are described in "How the Fund
Invests" in the Prospectus. Certain types of securities in which the Fund may
invest and certain investment practices that the Fund may employ are discussed
more fully below.
Small Cap Companies
An investment in the Fund involves greater risk than is customarily
associated with funds that invest in more established companies. The securities
of smaller companies may be subject to more abrupt or erratic market movements
than larger, more established companies or the market average in general. These
companies may have limited product lines, markets or financial resources, or
they may be dependent on a limited management group. Because of these factors,
the Fund believes that its shares may be suitable for investment by persons who
can invest without concern for current income and who are in a financial
position to assume above-average investment risk in search of above-average
long-term reward. It is not intended as a complete investment program but is
designed for those long-term investors who are prepared to experience
above-average fluctuations in net asset value.
While the issuers in which the Fund will primarily invest may offer greater
opportunities for capital appreciation than large cap issuers, investments in
smaller companies may involve greater risks and thus may be considered
speculative. Fund management believes that properly selected companies of this
type have the potential to increase their earnings or market valuation at a rate
substantially in excess of the general growth of the economy. Full development
of these companies and trends frequently takes time and, for this reason, the
Fund should be considered as a long-term investment and not as a vehicle for
seeking short-term profits.
The securities in which the Fund invests may be traded only in the
over-the-counter market or on a regional securities exchange and may not be
traded every day or in the volume typical of trading on a national securities
exchange. As a result, the disposition by the Fund of portfolio securities to
meet redemptions or otherwise may require the Fund to sell these securities at a
discount from market prices or during periods when in management's judgment such
disposition is not desirable or to make many small sales over a lengthy period
of time.
While the process of selection and continuous supervision by Fund
management does not, of course, guarantee successful investment results, it does
provide access to an asset class not available to the average individual due to
the time and cost involved. Careful initial selection is particularly important
in this area as many new enterprises have promise but lack certain of the
fundamental factors necessary to prosper. Investing in small companies requires
specialized research and analysis. In addition, many investors cannot invest
sufficient assets in such companies to provide wide diversification.
Small companies are generally little known to most individual investors
although some may be dominant in their respective industries. Fund management
believes that relatively small companies will continue to have the opportunity
to develop into significant business enterprises. The Fund may invest in
securities of small issuers in the relatively early stages of business
development that have a new technology, a unique or proprietary product or
service, or a favorable market position. Such companies may not be counted upon
to develop into major industrial companies, but management believes that
eventual recognition of their special value characteristics by the investment
community can provide above-average long-term growth to the portfolio.
Equity securities of specific small cap issuers may present different
opportunities for long-term capital appreciation during varying portions of
economic or securities markets cycles, as well as during varying stages of their
business development. The market valuation of small cap issuers tends to
fluctuate during economic or market cycles, presenting attractive investment
opportunities at various points during these cycles.
3
<PAGE> 40
Smaller companies, due to the size and kinds of markets that they serve,
may be less susceptible than large companies to intervention from the Federal
government by means of price controls, regulations or litigation.
Investing in Canada. While the Fund will invest at least 65% of its total
assets in small cap companies located in the United States, it may invest up to
10% or less of its assets in Canada. Canadian securities are sensitive to
conditions within Canada, but also tend to follow the U.S. market. The country's
economy relies strongly on the production and processing of natural resources
and foreign trade. The Canadian government has attempted to reduce restrictions
against foreign investment, and its recent trade agreements with the United
States and Mexico are expected to increase trade; however, these reforms could
be reversed. Demand by many citizens in the Province of Quebec for secession
from Canada may significantly impact the Canadian economy.
Foreign Security Risks. The Fund defines companies located in the U.S. or
Canada broadly. As a result, the Fund's investments may include companies
organized, traded or having substantial operations outside the U.S. or Canada.
This may expose the Fund to risks associated with foreign investments. Foreign
investments involve certain risks not typically involved in domestic
investments, including fluctuations in foreign exchange rates, future political
and economic developments, different legal systems and the existence or possible
imposition of exchange controls or other U.S. or non-U.S. governmental laws or
restrictions applicable to such investments. Securities prices in different
countries are subject to different economic, financial and social factors.
Because the Fund may invest in securities denominated or quoted in currencies
other than the U.S. dollar, changes in foreign currency exchange rates may
affect the value of securities in the portfolio and the unrealized appreciation
or depreciation of investments insofar as U.S. investors are concerned. Foreign
currency exchange rates are determined by forces of supply and demand in the
foreign exchange markets. These forces are, in turn, affected by international
balance of payments and other economic and financial conditions, government
intervention, speculation and other factors. With respect to certain countries,
there may be the possibility of expropriation of assets, confiscatory taxation,
high rates of inflation, political or social instability or diplomatic
developments that could affect investment in those countries. In addition,
certain investments may be subject to non-U.S. withholding taxes.
Debt Securities. The Fund may hold convertible and non-convertible debt
securities, and preferred securities. The Fund has established no rating
criteria for the debt securities in which it may invest. Therefore, the Fund may
invest in debt securities that are either (a) rated in one of the top four
rating categories by a nationally recognized statistical rating organization or
unrated, but in the Investment Adviser's judgment, possess similar credit
characteristics ("investment grade securities") or (b) rated below the top four
rating categories or unrated but, in the Investment Adviser's judgment, possess
similar credit characteristics ("high yield securities"). The Investment Adviser
considers ratings as one of several factors in its independent credit analysis
of issuers.
Issuers of high yield securities may be highly leveraged and may not have
available to them more traditional methods of financing. Therefore, the risks
associated with acquiring the securities of such issuers generally are greater
than is the case with higher rated securities. For example, during an economic
downturn or a sustained period of rising interest rates, issuers of high yield
securities may be more likely to experience financial stress, especially if such
issuers are highly leveraged. High yield securities tend to be more volatile
than higher rated fixed income securities and adverse economic events may have a
greater impact on the prices of high yield securities than on higher rated fixed
income securities. The issuer's ability to service its debt obligations also may
be adversely affected by specific issuer developments or the issuer's inability
to meet specific projected business forecasts or the unavailability of
additional financing. The risk of loss due to default by the issuer is
significantly greater for the holder of high yield securities because such
securities may be unsecured and may be subordinated to other creditors of the
issuer.
High yield securities frequently have call or redemption features that
would permit the issuer to repurchase such securities from the Fund. If a call
were exercised by an issuer during a period of declining interest rates, the
Fund likely would have to replace such called security with a lower yielding
security, thus decreasing the net investment income for the Fund and dividends
to shareholders.
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The Fund may have difficulty disposing of certain high yield securities
because there may be a thin trading market for such securities. Because not all
dealers maintain markets in all high yield securities, there is no established
retail secondary market for many of these securities, and the Fund anticipates
that such securities could be sold only to a limited number of dealers or
institutional investors. To the extent that a secondary trading market for high
yield securities does exist, it is generally not as liquid as the secondary
market for higher rated securities. Reduced secondary market liquidity may have
an adverse impact on market price and the Fund's ability to dispose of
particular issues when necessary to meet the Fund's liquidity needs or in
response to a specific economic event such as a deterioration in the
creditworthiness of the issuer. Reduced secondary market liquidity for certain
securities also may make it more difficult for the Fund to obtain accurate
market quotations for purposes of valuing the Fund's portfolio. Market
quotations are generally available on many high yield securities only from a
limited number of dealers and may not necessarily represent firm bids of such
dealer or prices for actual sales.
Adverse publicity and investor perceptions, which may not be based on
fundamental analysis, also may decrease the value and liquidity of high yield
securities, particularly in a thinly traded market. To the extent the Fund holds
high yield securities, factors adversely affecting the market value of high
yield securities are likely to adversely affect the Fund's net asset value. In
addition, the Fund may incur additional expenses to the extent it is required to
seek recovery upon a default on a portfolio holding or participate in the
restructuring of the obligation.
Convertible Securities. Convertible securities entitle the holder to
receive interest payments paid on corporate debt securities or the dividend
preference on a preferred stock until such time as the convertible security
matures or is redeemed or until the holder elects to exercise the conversion
privilege.
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 non-convertible form.
In analyzing convertible securities, the Investment Adviser will consider
both the yield on the convertible security and the potential capital
appreciation that is offered by the underlying common stock.
Convertible securities are issued and traded in a number of securities
markets. Even in cases where a substantial portion of the convertible securities
held by the Fund are denominated in U.S. dollars, the underlying equity
securities may be quoted in the currency of the country where the issuer is
domiciled. With respect to a convertible security denominated in a currency
different from that of the underlying equity security, the conversion price may
be based on a fixed exchange rate established at the time the security is
issued. As a result, fluctuations in the exchange rate between the currency in
which the debt security is denominated and the currency in which the share price
is quoted will affect the value of the convertible security.
Apart from currency considerations, the value of a convertible security is
influenced by both the yield of non-convertible securities of comparable issuers
and by the value of the underlying common stock. The value of a convertible
security viewed without regard to its conversion feature (i.e., strictly on the
basis of its yield) is sometimes referred to as its "investment value." To the
extent interest rates change, the investment value of the convertible security
typically will fluctuate. However, at the same time, the value of the
convertible security will be influenced by its "conversion value," which is the
market value of the underlying common stock that would be obtained if the
convertible security were converted. Conversion value fluctuates directly with
the price of the underlying common stock. If, because of a low price of the
common stock the conversion value is substantially below the investment value of
the convertible security, the price of the convertible security is governed
principally by its investment value.
To the extent the conversion value of a convertible security increases to a
point that approximates or exceeds its investment value, the price of the
convertible security will be influenced principally by its
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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.
Holders of convertible securities generally have a claim on the assets of
the issuer prior to the common stockholders but may be subordinated to other
debt securities of the same issuer. A convertible security may be subject to
redemption at the option of the issuer at a price established in the charter
provision, indenture or other governing instrument pursuant to which the
convertible security was issued. If a convertible security held by the Fund is
called for redemption, the Fund will be required to redeem the security, convert
it into the underlying common stock or sell it to a third party. Certain
convertible debt securities may provide a put option to the holder which
entitles the holder to cause the security to be redeemed by the issuer at a
premium over the stated principal amount of the debt security under certain
circumstances.
Borrowing and Leverage. The Fund may borrow from banks (as defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act")) in
amounts up to 33 1/3% of its total assets (including the amount borrowed) and
may borrow up to an additional 5% of its total assets for temporary purposes.
The Fund may obtain such short-term credit as may be necessary for the clearance
of purchases and sales of portfolio securities and may purchase securities on
margin to the extent permitted by applicable law, and may use borrowing to
enable it to meet redemptions.
The use of leverage by the Fund creates an opportunity for greater total
return, but, at the same time, creates special risks. For example, leveraging
may exaggerate changes in the net asset value of Fund shares and in the yield on
the Fund's portfolio. Although the principal of such borrowings will be fixed,
the Fund's assets may change in value during the time the borrowings are
outstanding. Borrowings will create interest expenses for the Fund which can
exceed the income from the assets purchased with the borrowings. To the extent
the income or capital appreciation derived from securities purchased with
borrowed funds exceeds the interest the Fund will have to pay on the borrowings,
the Fund's return will be greater than if leverage had not been used.
Conversely, if the income or capital appreciation from the securities purchased
with such borrowed funds is not sufficient to cover the cost of borrowing, the
return to the Fund will be less than if leverage had not been used, and
therefore the amount available for distribution to shareholders as dividends and
other distributions will be reduced. In the latter case, the Investment Adviser
in its best judgment nevertheless may determine to maintain the Fund's leveraged
position if it expects that the benefits to the Fund's shareholders of
maintaining the leveraged position will outweigh the current reduced return.
Illiquid or Restricted Securities. The Fund may invest up to 15% of its
net assets in securities that lack an established secondary trading market or
otherwise are considered illiquid. Liquidity of a security relates to the
ability to dispose easily of the security and the price to be obtained upon
disposition of the security, which may be less than would be obtained for a
comparable more liquid security. Illiquid securities may trade at a discount
from comparable, more liquid investments. Investment of the Fund's assets in
illiquid securities may restrict the ability of the Fund to dispose of its
investments in a timely fashion and for a fair price as well as its ability to
take advantage of market opportunities. The risks associated with illiquidity
will be particularly acute where the Fund's operations require cash, such as
when the Fund redeems shares or pays dividends, and could result in the Fund
borrowing to meet short-term cash requirements or incurring capital losses on
the sale of illiquid investments.
The Fund may invest in securities that are "restricted securities."
Restricted securities have contractual or legal restrictions on their resale and
include "private placement" securities that the Fund may buy directly from the
issuer. Restricted securities may be neither listed on an exchange nor traded in
other established markets. Privately placed securities may or 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 more difficult to value than publicly traded
securities and may be less liquid, or illiquid, and therefore may be subject to
the risks associated with illiquid securities, as described in the preceding
paragraph. Some restricted securities, however, may be liquid. In addition,
issuers whose securities are not publicly traded may not be subject to the
disclosure and other investor protection requirements that may be applicable if
their securities were publicly traded. If any privately placed securities held
by the Fund are required to be registered under the securities laws of one or
more jurisdictions before being resold, the
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Fund may be required to bear the expenses of registration. Certain of the Fund's
investments in private placements may consist of direct investments and may
include investments in smaller, less-seasoned issuers, which may involve greater
risks. These issuers may have limited product lines, markets or financial
resources, or they may be dependent on a limited management group. In making
investments in such securities, the Fund may obtain access to material nonpublic
information which may restrict the Fund's ability to conduct portfolio
transactions in such securities.
144A Securities. The Fund may purchase restricted securities that can be
offered and sold to "qualified institutional buyers" under Rule 144A under the
Securities Act. The Board of Directors has determined to treat as liquid Rule
144A securities that are either (i) freely tradable in their primary markets
offshore or (ii) non-investment grade debt securities which the Fund's
management determines are as liquid as publicly registered non-investment grade
debt securities. The Board of Directors has adopted guidelines and delegated to
the Fund's management the daily function of determining and monitoring liquidity
of restricted securities. The Board of Directors, 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 develop, the Board
of Directors will carefully monitor investments in these securities. This
investment practice could have the effect of increasing the level of illiquidity
in the Fund to the extent that qualified institutional buyers become for a time
uninterested in purchasing these securities.
Sovereign Debt. The Fund may invest more than 5% of its assets in debt
obligations ("sovereign debt") issued or guaranteed by non-U.S. governments or
their agencies and instrumentalities ("governmental entities"). Investment in
sovereign debt may involve a high degree of risk that the governmental entity
that controls the repayment of sovereign debt may not be able or willing to
repay the principal and/or interest when due in accordance with the terms of
such debt. A governmental entity's willingness or ability to repay principal and
interest due in a timely manner may be affected by, among other factors, its
cash flow situation, the extent of its foreign reserves, the availability of
sufficient foreign exchange on the date a payment is due and the relative size
of the debt service burden to the economy as a whole.
Holders of sovereign debt, including the Fund, may be requested to
participate in the rescheduling of such debt and to extend further loans to
governmental entities. There is no bankruptcy proceeding by which sovereign debt
on which a governmental entity has defaulted may be collected in whole or in
part.
The sovereign debt instruments in which the Fund may invest involve great
risk and are deemed to be the equivalent in terms of quality to high yield/high
risk securities discussed above and are subject to many of the same risks as
such securities. Similarly, the Fund may have difficulty disposing of certain
sovereign debt obligations because there may be a thin trading market for such
securities.
Securities Lending. The Fund may lend securities with a value not
exceeding 33 1/3% of its total assets. In return, the Fund receives collateral
in an amount equal to at least 100% of the current market value of the loaned
securities in cash or securities issued or guaranteed by the U.S. Government. If
cash collateral is received by the Fund, it is invested in short-term money
market securities, and a portion of the yield received in respect of such
investment is retained by the Fund. Alternatively, if securities are delivered
to the Fund as collateral, the Fund and the borrower negotiate a rate for the
loan premium to be received by the Fund for lending its portfolio securities. In
either event, the total yield on the Fund's portfolio is increased by loans of
its portfolio securities. The Fund may receive a flat fee for its loans. The
loans are terminable at any time and the borrower, after notice, is required to
return borrowed securities within five business days. The Fund may pay
reasonable finder's, administrative and custodial fees in connection with its
loans. In the event that the borrower defaults on its obligation to return
borrowed securities because of insolvency or for any other reason, the Fund
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.
Repurchase Agreements. The Fund 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 primary dealer in U.S. Government
securities or an affiliate thereof. Under such agreements, the bank or primary
dealer or an affiliate thereof agrees, upon entering into the contract, to
repurchase the security at a
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mutually agreed upon time and price, thereby determining the yield during the
term of the agreement. This insulates the Fund from fluctuations in the market
value of the underlying security during such period, although, to the extent the
repurchase agreement is not denominated in U.S. dollars, the Fund's return may
be affected by currency fluctuations. The Fund may not invest more than 15% of
its total assets in repurchase agreements maturing in more than seven days
(together with other illiquid securities). Repurchase agreements may be
construed to be collateralized loans by the purchaser to the seller secured by
the securities transferred to the purchaser. The Fund 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 Fund but
only constitute collateral for the seller's obligation to pay the repurchase
price. Therefore, the Fund 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 Fund shall be dependent upon intervening
fluctuations of the market value of such security and the accrued interest on
the security. In such event, the Fund would have rights against the seller for
breach of contract with respect to any losses arising from market fluctuations
following the failure of the seller to perform.
Warrants. The Fund may invest in warrants, which are securities
permitting, but not obligating, the warrant holder to subscribe for other
securities. Buying a warrant does not make the Fund a shareholder of the
underlying stock. The warrant holder has no right to dividends or votes on the
underlying stock. A warrant does not carry any right to assets of the issuer,
and for this reason investment in warrants may be more speculative than other
equity-based investments.
When-Issued Securities and Forward Commitments. The Fund may purchase or
sell securities that it is entitled to receive on a when-issued basis. The Fund
may also purchase or sell securities through a forward commitment. These
transactions involve the purchase or sale of securities by the Fund at an
established price with payment and delivery taking place in the future. The Fund
enters into these transactions to obtain what is considered an advantageous
price to the Fund at the time of entering into the transaction. The Fund has not
established any limit on the percentage of its assets that may be committed in
connection with these transactions. When the Fund is purchasing securities in
these transactions, the Fund maintains a segregated account with its custodian
of cash, cash equivalents, U.S. Government securities or other liquid securities
in an amount equal to the amount of its purchase commitments.
There can be no assurance that a security purchased on a when-issued basis
will be issued, or a security purchased or sold through a forward commitment
will be delivered. The value of securities in these transactions on the delivery
date may be more or less than the Fund's purchase price. The Fund may bear the
risk of a decline in the value of the security in these transactions and may not
benefit from an appreciation in the value of the security during the commitment
period.
Standby Commitment Agreements. The Fund may enter into standby commitment
agreements. These agreements commit the Fund, for a stated period of time, to
purchase a stated amount of securities which may be issued and sold to the Fund
at the option of the issuer. The price of the security is fixed at the time of
the commitment. At the time of entering into the agreement the Fund is paid a
commitment fee, regardless of whether or not the security is ultimately issued.
The Fund will enter into such agreements for the purpose of investing in the
security underlying the commitment at a price that is considered advantageous to
the Fund. The Fund will not enter into a standby commitment with a remaining
term in excess of 45 days and will limit its investment in such commitments so
that the aggregate purchase price of securities subject to such commitments,
together with the value of portfolio securities subject to legal restrictions on
resale that affect their marketability, will not exceed 15% of its net assets
taken at the time of the commitment. The Fund will maintain a segregated account
with its custodian of cash, cash equivalents, U.S. Government securities or
other liquid securities in an aggregate amount equal to the purchase price of
the securities underlying the commitment.
There can be no assurance that the securities subject to a standby
commitment will be issued, and the value of the security, if issued, on the
delivery date may be more or less than its purchase price. Since the
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<PAGE> 45
issuance of the security underlying the commitment is at the option of the
issuer, the Fund may bear the risk of a decline in the value of such security
and may not benefit from an appreciation in the value of the security during the
commitment period.
The purchase of a security subject to a standby commitment agreement and
the related commitment fee will be recorded on the date on which the security
can reasonably be expected to be issued, and the value of the security
thereafter will be reflected in the calculation of the Fund's net asset value.
The cost basis of the security will be adjusted by the amount of the commitment
fee. In the event the security is not issued, the commitment fee will be
recorded as income on the expiration date of the standby commitment.
Other Special Considerations. The Fund may, without limit, make short-term
investments, purchase high quality bonds or buy or sell derivatives to reduce
exposure to equity securities when the Fund believes it is advisable to do so
(on a temporary defensive basis). Short-term investments and temporary defensive
positions may limit the potential for growth in the value of shares of the Fund.
INVESTMENT RESTRICTIONS
The Corporation has adopted the following restrictions and policies
relating to the investment of the Fund's assets and its activities. The
fundamental restrictions set forth below may not be changed with respect to the
Fund without the approval of the holders of a majority of the Fund's 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). Provided that none of the following restrictions shall
prevent the Fund from investing all of its assets in shares of another
registered investment company with the same investment objective (in a
master/feeder structure), the Fund may not:
1. Make any investment inconsistent with the Fund's classification as
a diversified company under the Investment Company Act.
2. Invest more than 25% of its assets, taken at market value, in the
securities of issuers in any particular industry (excluding the U.S.
Government and its agencies and instrumentalities).
3. Make investments for the purpose of exercising control or
management. Investments by the Fund in wholly-owned investment entities
created under the laws of certain countries will not be deemed the making
of investments for the purpose of exercising control or management.
4. Purchase or sell real estate, except that, to the extent permitted
by applicable law, the Fund may invest in securities directly or indirectly
secured by real estate or interests therein or issued by companies that
invest in real estate or interests therein.
5. Make loans to other persons, except that the acquisition of bonds,
debentures or other corporate debt securities and investment in
governmental obligations, commercial paper, pass-through instruments,
certificates of deposit, bankers' acceptances, repurchase agreements or any
similar instruments shall not be deemed to be the making of a loan, and
except further that the Fund may lend its portfolio securities, provided
that the lending of portfolio securities may be made only in accordance
with applicable law and the guidelines set forth in the Fund's Prospectus
and Statement of Additional Information, as they may be amended from time
to time.
6. Issue senior securities to the extent such issuance would violate
applicable law.
7. Borrow money, except that (i) the Fund may borrow from banks (as
defined in the Investment Company Act) in amounts up to 33 1/3% of its
total assets (including the amount borrowed), (ii) the Fund may borrow up
to an additional 5% of its total assets for temporary purposes, (iii) the
Fund may obtain such short-term credit as may be necessary for the
clearance of purchases and sales of portfolio securities and (iv) the Fund
may purchase securities on margin to the extent permitted by applicable
law. The Fund may not pledge its assets other than to secure such
borrowings or, to the extent permitted by the Fund's investment policies as
set forth in its Prospectus and Statement of Additional Information, as
they
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may be amended from time to time, in connection with hedging transactions,
short sales, when-issued and forward commitment transactions and similar
investment strategies.
8. Underwrite securities of other issuers except insofar as the Fund
technically may be deemed an underwriter under the Securities Act of 1933,
as amended (the "Securities Act"), in selling portfolio securities.
9. Purchase or sell commodities or contracts on commodities, except to
the extent that the Fund may do so in accordance with applicable law and
the Fund's 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 Commodity Exchange Act.
The Trust has adopted investment restrictions substantially identical to
the foregoing, which are fundamental policies of the Trust and may not be
changed with respect to the Portfolio without the approval of the holders of a
majority of the interests of the Portfolio.
In addition, the Corporation has adopted non-fundamental restrictions that
may be changed by the Board of Directors without shareholder approval. Like the
fundamental restrictions, none of the non-fundamental restrictions, including
but not limited to restriction (a) below, shall prevent the Fund from investing
all of its assets in shares of another registered investment company with the
same investment objective (in a master/feeder structure). Under the
non-fundamental investment restrictions, the Fund may not:
(a) Purchase securities of other investment companies, except to the
extent such purchases are permitted by applicable law. As a matter of
policy, however, the Fund will not purchase shares of any registered
open-end investment company or registered unit investment trust, in
reliance on Section 12(d)(1)(F) or (G) (the "fund of funds" provisions) of
the Investment Company Act, at any time the Fund's shares are owned by
another investment company that is part of the same group of investment
companies as the Fund.
(b) Make short sales of securities or maintain a short position,
except to the extent permitted by applicable law. The Fund currently does
not intend to engage in short sales, except short sales "against the box."
(c) Invest in securities that cannot be readily resold because of
legal or contractual restrictions or that cannot otherwise be marketed,
redeemed or put to the issuer or a third party, if at the time of
acquisition more than 15% of its net assets would be invested in such
securities. This restriction shall not apply to securities that mature
within seven days or securities that the Directors of the Corporation have
otherwise determined to be liquid pursuant to applicable law. Securities
purchased in accordance with Rule 144A under the Securities Act (which are
restricted securities that can be resold to qualified institutional buyers,
but not to the general public) and determined to be liquid by the Directors
are not subject to the limitations set forth in this investment
restriction.
If a percentage restriction on the investment or use of assets set forth
above is adhered to at the time a transaction is effected, later changes in
percentages resulting from changing values will not be considered a violation.
The Trust has adopted investment restrictions substantially identical to
the foregoing, which are nonfundamental policies of the Trust and may be changed
with respect to any Portfolio by the Trustees.
The staff of the Commission has taken the position that purchased
over-the-counter ("OTC") options and the assets used as cover for written OTC
options are illiquid securities. Therefore, the Corporation and Trust have
adopted an investment policy pursuant to which neither the Portfolio nor the
Fund will purchase or sell OTC options (including OTC options on futures
contracts) if, as a result of such transaction, the sum of the market value of
OTC options currently outstanding that are held by the Fund or Portfolio, the
market value of the underlying securities covered by OTC call options currently
outstanding that were sold by the Fund or Portfolio and margin deposits on the
Fund or Portfolio's existing OTC options on futures contracts exceeds 15% of the
net assets of the Fund or Portfolio taken at market value, together with all
other assets of the Fund or Portfolio that are illiquid or are not otherwise
readily marketable. However, if the OTC option is
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<PAGE> 47
sold by the Fund or Portfolio to a primary U.S. Government securities dealer
recognized by the Federal Reserve Bank of New York and if the Fund or Portfolio
has the unconditional contractual right to repurchase such OTC option from the
dealer at a predetermined price, then the Fund or Portfolio will treat as
illiquid such amount of the underlying securities as is equal to the repurchase
price less the amount by which the option is "in-the-money" (i.e., current
market value of the underlying securities minus the option's strike price). The
repurchase price with the primary dealers is typically a formula price that is
generally based on a multiple of the premium received for the option plus the
amount by which the option is "in-the-money." This policy as to OTC options is
not a fundamental policy of the Fund or Portfolio and may be amended by the
Trustees or the Directors without the approval of the shareholders. However, the
Directors or Trustees will not change or modify this policy prior to the change
or modification by the Commission staff of its position.
Portfolio securities of the Portfolio and the Fund generally may not be
purchased from, sold or loaned to the Investment Adviser or its affiliates or
any of their directors, general partners, officers or employees, acting as
principal, unless pursuant to a rule or exemptive order under the Investment
Company Act.
Because of the affiliation of Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") with the Investment Adviser and Mercury Asset
Management International Ltd. ("Mercury International"), the Fund and Portfolio
are prohibited from engaging in certain transactions involving Merrill Lynch,
the Investment Adviser, or any of 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 and Brokerage." Rule 10f-3
under the Investment Company Act sets forth conditions under which the Fund and
Portfolio may purchase from an underwriting syndicate of which Merrill Lynch is
a member.
MANAGEMENT OF THE FUND
DIRECTORS AND OFFICERS
The Directors of the Corporation consist of six individuals, four of whom
are not "interested persons" of the Corporation as defined in the Investment
Company Act. The same individuals serve as Trustees of the Trust. The Directors
are responsible for the overall supervision of the operations of the Fund and
perform the various duties imposed on the directors of investment companies by
the Investment Company Act. Information about the Directors and executive
officers of the Corporation, their ages and their principal occupations for at
least the last five years are set forth below. Unless otherwise noted, the
address of each executive officer and Director is P.O. Box 9011, Princeton, New
Jersey 08543-9011.
JEFFREY M. PEEK (52) -- Director and President(1)(2) -- President of MLAM
and FAM since 1997; President and Director of Princeton Services, Inc. since
1997; Executive Vice President of Merrill Lynch & Co., Inc. ("ML&Co.") since
1997; Co-Head of Merrill Lynch Investment Banking Division from March 1997 to
December 1997; Director of Merrill Lynch Global Securities Research and
Economics Division from 1995 to 1997; Head of Merrill Lynch Global Industries
Group from 1993 to 1995.
TERRY K. GLENN (58) -- Director and Executive Vice
President(1)(2) -- Executive Vice President of MLAM and FAM since 1983;
Executive Vice President and Director of Princeton Services, Inc. since 1993;
President of Princeton Funds Distributor, Inc. since 1986 and Director thereof
since 1991; President of Princeton Administrators, L.P. since 1988.
DAVID O. BEIM (59) -- Director(2) -- 410 Uris Hall, Columbia University,
New York, New York 10027. Professor of Columbia University since 1991; Chairman
of Outward Bound USA since 1997; Chairman of Wave Hill, Inc. since 1980.
JAMES T. FLYNN (60) -- Director(2) -- 340 East 72nd Street, New York, New
York 10021. Chief Financial Officer of J.P. Morgan & Co. Inc. from 1990 to 1995
and an employee of J.P. Morgan in various capacities from 1967 to 1995.
11
<PAGE> 48
W. CARL KESTER (47) -- Director(2) -- Harvard Business School, Morgan Hall
393, Soldiers Field, Boston, Massachusetts 02163. Industrial Bank of Japan
Professor of Finance, Senior Associate Dean and Chairman of the MBA Program of
Harvard University Graduate School of Business Administration since 1999; James
R. Williston Professor of Business Administration of Harvard University Graduate
School of Business from 1997 to 1999; MBA Class of 1958 Professor of Business
Administration of Harvard University Graduate School of Business Administration
from 1981 to 1997; Independent Consultant since 1978.
KAREN P. ROBARDS (49) -- Director(2) -- Robards & Company, 173 Riverside
Drive, New York, New York 10024. President of Robards & Company, a financial
advisory firm, for more than five years; Director of Enable Medical Corp. since
1996; Director of CineMuse Inc. since 1996; Director of the Cooke Center for
Learning and Development, a not-for-profit organization, since 1987.
PETER JOHN GIBBS (41) -- Senior Vice President(1)(2) -- 33 King William
Street, London, EC4R 9AS, England. Chairman and Chief Executive Officer of
Mercury International since 1998; Director of Mercury Asset Management Ltd.
since 1993; Director of Mercury Asset Management International Channel Islands
Ltd. since 1997.
DONALD C. BURKE (39) -- Treasurer and Vice President(1)(2) -- Senior Vice
President and Treasurer of MLAM and FAM since 1999; Senior Vice President and
Treasurer of Princeton Services since 1999; Vice President of Princeton Funds
Distributor, Inc. since 1999; First Vice President of MLAM and FAM from 1997 to
1999; Director of Taxation of MLAM since 1990; Vice President of MLAM and FAM
from 1990 to 1997.
ROBERT E. PUTNEY, III (39) -- Secretary(1)(2) -- Director (Legal Advisory)
of MLAM and Princeton Administrators, L.P. since 1997; Vice President of MLAM
from 1994 to 1997; Vice President of Princeton Administrators, L.P. from 1996 to
1997; Attorney with MLAM from 1991 to 1994.
- ---------------
(1) Interested person, as defined in the Investment Company Act, of the Fund.
(2) Such Director or officer is a trustee, director or officer of other
investment companies for which the Investment Adviser, or the Fund's
sub-adviser and administrator, FAM, or their affiliates, acts as investment
adviser.
As of August 9, 1999, the officers and Directors of the Corporation as a
group (nine persons) owned an aggregate of less than 1% of the outstanding
shares of common stock of ML & Co. and owned an aggregate of less than 1% of the
outstanding shares of the Fund.
COMPENSATION OF DIRECTORS/TRUSTEES
The Corporation and the Trust expect to pay each Director/Trustee not
affiliated with the Investment Adviser or with an affiliate of the Investment
Adviser (each a "non-affiliated Director/Trustee"), for service to the Fund and
the Portfolio, a fee of $3,000 per year plus $500 per in-person meeting
attended, together with such individual's actual out-of-pocket expenses relating
to attendance at meetings. The Corporation and the Trust also expect to
compensate members of the Audit and Nominating Committee, which consists of all
of the non-affiliated Directors/Trustees, at the rate of $1,000 annually for
service to the Fund and Portfolio.
The following table sets forth the aggregate compensation the Corporation
and the Trust expect to pay to the non-affiliated Directors/Trustees for their
first full fiscal year and the aggregate compensation paid by all investment
companies advised by the Investment Adviser or its affiliates ("Mercury US and
Affiliates-Advised Funds") to the non-affiliated Directors/Trustees for the
calendar year ending December 31, 1998.
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<PAGE> 49
<TABLE>
<CAPTION>
TOTAL COMPENSATION FROM
PENSION OR RETIREMENT FUND/PORTFOLIO AND
BENEFITS ACCRUED AS MERCURY AND
PART OF AFFILIATES-ADVISED
AGGREGATE COMPENSATION FUND/PORTFOLIO FUNDS PAID TO
NAME OF DIRECTOR/TRUSTEE FROM FUND/PORTFOLIO EXPENSES DIRECTORS/TRUSTEES(1)
------------------------ ---------------------- --------------------- -----------------------
<S> <C> <C> <C>
David O. Beim.................... $6,000 None $10,000
James T. Flynn................... $6,000 None $49,000
W. Carl Kester................... $6,000 None $49,000
Karen P. Robards................. $6,000 None $10,000
</TABLE>
- ---------------
(1) In addition to the Corporation and the Trust, the Directors/Trustees serve
on other Mercury and Affiliates-Advised Funds as follows: Mr. Beim (1
registered investment company consisting of 2 portfolios); Mr. Flynn (3
registered investment companies consisting of 8 portfolios); Mr. Kester (3
registered investment companies consisting of 8 portfolios); and Ms. Robards
(1 registered investment company consisting of 2 portfolios).
The Directors of the Corporation and the Trustees of the Trust may be eligible
for reduced sales charges on purchases of Class I shares. See "Reduced Initial
Sales Charges -- Purchase Privileges of Certain Persons."
ADMINISTRATION ARRANGEMENTS
The Corporation on behalf of the Fund has entered into an administration
agreement with FAM as Administrator (the "Administration Agreement"). The
Administrator receives for its services to the Fund monthly compensation at the
annual rate of 0.20% of the average daily net assets of the Fund.
The Administration Agreement obligates the Administrator to provide certain
administrative services to the Corporation and the Fund and to pay, or cause its
affiliate to pay, for maintaining its staff and personnel and to provide office
space, facilities and necessary personnel for the Corporation. The Administrator
is also obligated to pay, or cause its affiliate to pay, the fees of those
Officers, Directors, and Trustees who are affiliated persons of the
Administrator or any of its affiliates. The Corporation pays, or causes to be
paid, all other expenses incurred in the operation of the Corporation and the
Fund (except to the extent paid by Mercury Funds Distributor, a division of
Princeton Funds Distributor, Inc. ("MFD" or the "Distributor")), including,
among other things, taxes, expenses for legal and auditing services, costs of
printing proxies, shareholder reports and prospectuses and statements of
additional information, charges of the Custodian, any Sub-custodian and
Financial Data Services, Inc. (the "Transfer Agent"), expenses of portfolio
transactions, expenses of redemption of shares, Commission fees, expenses of
registering the shares under federal, state or non-U.S. laws, fees and actual
out-of-pocket expenses of Directors who are not affiliated persons of the
Administrator, or of an affiliate of the Administrator, accounting and pricing
costs (including the daily calculation of net asset value), insurance, interest,
brokerage costs, litigation and other extraordinary or non-recurring expenses,
and other expenses properly payable by the Corporation or the Fund. The
Distributor will pay certain of the expenses of the Fund incurred in connection
with the continuous offering of its shares. Accounting services are provided to
the Corporation and the Fund by the Administrator, and the Corporation
reimburses the Administrator for its costs in connection with such services.
Duration and Termination. Unless earlier terminated as described below,
the Administration Agreement will remain in effect for two years from its
effective date. Thereafter, it will remain in effect from year to year with
respect to the Fund if approved annually (a) by the Board of Directors and (b)
by a majority of the Directors who are not parties to such contract or
interested persons (as defined in the Investment Company Act) of any such party.
Such contract is not assignable and may be terminated with respect to the Fund
without penalty on 60 days' written notice at the option of either party thereto
or by the vote of the shareholders of the Fund.
MANAGEMENT AND ADVISORY ARRANGEMENTS
The Fund invests all of its assets in shares of the Portfolio. Accordingly,
the Fund does not invest directly in portfolio securities and does not require
investment advisory services. All portfolio management occurs at
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<PAGE> 50
the level of the Trust. The Trust on behalf of the Portfolio has entered into an
investment advisory agreement with Mercury US as Investment Adviser (the
"Advisory Agreement"). As discussed in "The Management Team -- Management of the
Fund" in the Prospectus, the Investment Adviser receives for its services to the
Portfolio monthly compensation at the annual rate of 0.70% of the average daily
net assets of the Portfolio.
The Advisory Agreement obligates the Investment Adviser to provide
investment advisory services and to pay, or cause an affiliate to pay, for
maintaining its staff and personnel and to provide office space, facilities and
necessary personnel for the Trust. The Investment Adviser is also obligated to
pay, or cause an affiliate to pay, the fees of all Officers, Trustees and
Directors who are affiliated persons of the Investment Adviser or any
sub-adviser or of an affiliate of the Investment Adviser or any sub-adviser. The
Trust pays, or causes to be paid, all other expenses incurred in the operation
of the Portfolio and the Trust (except to the extent paid by the Distributor),
including, among other things, taxes, expenses for legal and auditing services,
costs of printing proxies, shareholder reports, copies of the Registration
Statement, charges of the Custodian, any Sub-custodian and Transfer Agent,
expenses of portfolio transactions, expenses of redemption of shares, Commission
fees, expenses of registering the shares under federal, state or non-U.S. laws,
fees and actual out-of-pocket expenses of Trustees who are not affiliated
persons of the Investment Adviser or any sub-adviser, or of an affiliate of the
Investment Adviser or of any sub-adviser, accounting and pricing costs
(including the daily calculation of net asset value), insurance, interest,
brokerage costs, litigation and other extraordinary or non-recurring expenses,
and other expenses properly payable by the Trust or the Portfolio. The
Distributor will pay certain of the expenses of the Fund incurred in connection
with the continuous offering of its shares. Accounting services are provided to
the Trust by the Investment Adviser or an affiliate of the Investment Adviser,
and the Trust reimburses the Investment Adviser or an affiliate of the
Investment Adviser for its costs in connection with such services.
Securities held by the Portfolio, or other portfolios of the Trust, may
also be held by, or be appropriate investments for, other funds or investment
advisory clients for which the Investment Adviser or its affiliates act as an
adviser. 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 Fund or other clients or funds
for which the Investment Adviser or an affiliate act as manager, transactions in
such securities will be made, insofar as feasible, for the respective funds and
clients in a manner deemed equitable to all. To the extent that transactions on
behalf of more than one client of the 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.
Mercury US, a division of FAM, is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536. FAM is a wholly owned subsidiary of ML & Co., a
financial services holding company and the parent of Merrill Lynch. ML & Co. and
Princeton Services, Inc., the partners of FAM, are "controlling persons" of FAM
as defined under the Investment Company Act because of their power to exercise a
controlling influence over its management or policies.
The Investment Adviser has entered into a sub-advisory agreement (the
"Sub-Advisory Agreement") with Mercury International with respect to the
Portfolio, pursuant to which Mercury International may provide assistance to the
Investment Adviser in managing the Portfolio or may manage all or a portion of
the Portfolio to the extent not managed by the Investment Adviser. The
Investment Adviser will pay Mercury International a fee in an amount to be
determined from time to time by the Investment Adviser and Mercury International
but in no event in excess of the amount that the Investment Adviser actually
receives for providing services to the Trust pursuant to the Advisory Agreement.
Mercury International, an affiliate of Mercury US and FAM, is located at 33
King William Street, London EC4R 9AS, England. Mercury International's
intermediate parent company is Mercury Asset Management Group Ltd. a
London-based holding company of a group engaged in the provision of investment
management and advisory services globally. The ultimate parent of Mercury Asset
Management Group Ltd. is ML & Co., a financial services holding company. ML &
Co. is a controlling person of Mercury International
14
<PAGE> 51
as defined under the Investment Company Act because of its power to exercise a
controlling influence over its management or policies.
Duration and Termination. Unless earlier terminated as described below,
the Advisory Agreement and Sub-Advisory Agreement will each remain in effect for
two years from its effective date. Thereafter, they will remain in effect from
year to year if approved annually (a) by the Board of Trustees or by a majority
of the outstanding shares of the Portfolio 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 contract is not assignable and
may be terminated with respect to the Portfolio without penalty on 60 days'
written notice at the option of either party thereto or by the vote of the
shareholders of the Portfolio.
CODE OF ETHICS
The Board of Trustees of the Trust, the Board of Directors of the
Corporation, the Investment Adviser, and Mercury International have each adopted
a Code of Ethics under Rule 17j-1 of the Investment Company Act (together the
"Codes"). The Codes significantly restrict the personal investing activities of
all employees of the Investment Adviser and Mercury International and, as
described below, impose additional, more onerous, restrictions on fund
investment personnel. Among other substantive restrictions, the Codes contain
reporting and preclearance requirements for employees of the Investment Adviser
and Mercury International and provide for trading "blackout periods" that
prohibit trading by decision making access persons (those who recommend or
determine which securities transactions the Trust undertakes) of the Trust
within periods of trading by the Trust in the same (or equivalent) security.
PURCHASE OF SHARES
Reference is made to "Account Choices -- How to Buy, Sell, Transfer and
Exchange Shares" in the Prospectus for certain information as to the purchase of
Fund shares.
The Fund issues four classes of shares: shares of Class I and Class A 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 I, Class A, Class B and Class C share of the Fund
represents an identical interest in the investment portfolio of the Fund, and
has the same rights, except that Class A, Class B and Class C 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 sales charge arrangements. Class A, Class B and Class C shares each
have exclusive voting rights with respect to the Rule 12b-1 distribution plan
adopted with respect to such class pursuant to which the account maintenance
and/or distribution fees are paid (except that Class B shareholders may vote
upon any material changes to expenses charged under the Class A Distribution
Plan). Each class has different exchange privileges. See "Shareholder
Services -- Exchange Privilege."
MFD, an affiliate of the Investment Adviser and of Merrill Lynch, with
offices at 800 Scudders Mill Road, Plainsboro, New Jersey 08536 (mailing
address: P. O. Box 9081, Princeton, New Jersey 08543-9081) acts as Distributor
for the Fund.
The Corporation has entered into a distribution agreement with the
Distributor in connection with the offering of shares of the Fund (the
"Distribution Agreement"). The Distribution Agreement obligates the Distributor
to pay certain expenses in connection with the offering of the shares of the
Fund. After the prospectuses, statements of additional information and periodic
reports have been prepared, set in type and mailed to shareholders, the
Distributor pays for the printing and distribution of copies thereof used in
connection with the offering to dealers and investors. The Distributor also pays
for other supplementary sales literature and advertising costs. The Distribution
Agreement is subject to the same renewal requirements and termination provisions
as the Advisory Agreement described above.
The Fund may reject any order to buy shares and may suspend the offering of
its shares at any time.
15
<PAGE> 52
INITIAL SALES CHARGE ALTERNATIVES -- CLASS I AND CLASS A SHARES
Investors choosing the initial sales charge alternatives who are eligible
to purchase Class I shares should purchase Class I shares rather than Class A
shares because there is an account maintenance fee imposed on Class A shares.
Eligible Class I Investors. Class I shares are offered to a limited group
of investors and also will be issued upon reinvestment of dividends on
outstanding Class I shares. Investors that currently own Class I shares of the
Fund in a shareholder account are entitled to purchase additional Class I shares
of the Fund in that account. Certain employer sponsored retirement or savings
plans, including eligible 401(k) plans, may purchase Class I 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. Also eligible to purchase Class I shares at net asset value are
participants in certain investment programs including certain managed accounts
for which a trust institution, thrift, or bank trust department provides
discretionary trustee services, certain collective investment trusts for which a
trust institution, thrift, or bank trust department serves as trustee, certain
purchases made in connection with certain fee-based programs and certain
purchases made through certain financial advisers that meet and adhere to
standards established by the Investment Adviser. In addition, Class I shares are
offered at net asset value to ML & Co. and its subsidiaries and their directors
and employees, to members of the Boards of the Investment Adviser and
Affiliates-Advised Funds, including the Corporation, and to employees of certain
selected dealers. Class I shares may also be offered at net asset value to
certain accounts over which Mercury or an affiliate exercises investment
discretion.
The term "purchase," as used in the Prospectus and this Statement of
Additional Information in connection with an investment in Class I and Class A
shares of the Fund, refers to a single purchase by an individual or to
concurrent purchases, which in the aggregate are at least equal to the
prescribed amounts, by an individual, his or her spouse and their children under
the age of 21 years purchasing shares for his or her or their own account and to
single purchases by a trustee or other fiduciary purchasing shares for a single
trust estate or single fiduciary account although more than one beneficiary is
involved. The term "purchase" also includes purchases by any "company," as that
term is defined in the Investment Company Act, but does not include purchases by
any such company that has not been in existence for at least six months or which
has no purpose other than the purchase of shares of the Fund or shares of other
registered investment companies at a discount; provided, however, that it shall
not include purchases by any group of individuals whose sole organizational
nexus is that the participants therein are credit cardholders of a company,
policyholders of an insurance company, customers of either a bank or
broker-dealer or clients of an investment adviser.
REDUCED INITIAL SALES CHARGES
No initial sales charges are imposed upon Class I and Class A shares issued
as a result of the automatic reinvestment of dividends or capital gains
distributions.
Rights of Accumulation. Reduced sales charges are applicable through a
right of accumulation under which eligible investors are permitted to purchase
shares of the Fund subject to an initial sales charge at the offering price
applicable to the total of (a) the public offering price of the shares then
being purchased plus (b) an amount equal to the then current net asset value or
cost, whichever is higher, of the purchaser's combined holdings of all classes
of shares of the Fund and of other Mercury mutual 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 purchaser's securities dealer, 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 Class I or Class A shares of the Fund or any
other Mercury mutual funds made within a 13-month period starting with the first
purchase pursuant to the Letter of Intent. The Letter of Intent is available
only to investors whose accounts are established and maintained at the Fund's
Transfer Agent. The Letter of Intent is
16
<PAGE> 53
not available to employee benefit plans for which affiliates of the Investment
Adviser provide plan participant record-keeping services. The Letter of Intent
is not a binding obligation to purchase any amount of Class I or Class A 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 I and
Class A shares of the Fund and of other Mercury mutual funds presently held, at
cost or maximum offering price (whichever is higher), on the date of the first
purchase under the Letter of Intent, may be included as a credit toward the
completion of such Letter, but the reduced sales charge applicable to the amount
covered by such Letter will be applied only to new purchases. If the total
amount of shares does not equal the amount stated in the Letter of Intent
(minimum of $25,000), the investor will be notified and must pay, within 20 days
of the execution of such Letter, the difference between the sales charge on the
Class I or Class A shares purchased at the reduced rate and the sales charge
applicable to the shares actually purchased through the Letter. Class I or Class
A shares equal to five percent of the intended amount will be held in escrow
during the 13-month period (while remaining registered in the name of the
purchaser) for this purpose. The first purchase under the Letter of Intent must
be at least five percent of the dollar amount of such Letter. If a purchase
during the term of such Letter would otherwise be subject to a further reduced
sales charge based on the right of accumulation, the purchaser will be entitled
on that purchase and subsequent purchases to that further reduced percentage
sales charge but there will be no retroactive reduction of the sales charges on
any previous purchase. The value of any shares redeemed or otherwise disposed of
by the purchaser prior to termination or completion of the Letter of Intent will
be deducted from the total purchases made under such Letter. An exchange from
the Summit Cash Reserves Fund ("Summit") into the Fund that creates a sales
charge will count toward completing a new or existing Letter of Intent from the
Fund.
Purchase Privileges of Certain Persons. Directors of the Corporation and
Trustees of the Trust, members of the Boards of other investment companies
advised by the Investment Adviser or its affiliates, directors and employees of
ML & Co. and its subsidiaries (the term "subsidiaries," when used herein with
respect to ML & Co., includes Mercury International, FAM and certain other
entities directly or indirectly wholly owned and controlled by ML & Co.),
employees of certain selected dealers, and any trust, pension, profit-sharing or
other benefit plan for such persons, may purchase Class I shares of the Fund at
net asset value. Under such programs, the Fund realizes economies of scale by
providing incentives to a large group of such individuals to invest.
Furthermore, the individuals who qualify for these programs are already familiar
with the Fund, and, therefore, providing these investment opportunities to such
qualified individuals does not increase the expenditures of sales-related
expenses.
Class A shares of the Fund are offered at net asset value to an investor
who is a former shareholder of The United Kingdom Fund Inc. if the following
conditions are satisfied: first, the investor must purchase Class A shares of
the Fund through a Merrill Lynch Financial Consultant or the Transfer Agent with
proceeds of the liquidation of The United Kingdom Fund Inc.; and second, such
purchase of Class A shares must be made within 60 days after payment of such
proceeds by The United Kingdom Fund Inc.
Class I and Class A shares are also offered at net asset value to certain
accounts over which Mercury or an affiliate exercises investment discretion.
Employees and directors or trustees wishing to purchase shares of the Fund
must satisfy the Fund's suitability standards.
Managed Trusts. Class I shares are offered at net asset value to certain
trusts to which trust institutions, thrifts, and bank trust departments provide
discretionary trustee services.
Acquisition of Certain Investment Companies. The public offering price of
Class A shares may be reduced to the net asset value per Class A share 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. The value
of the assets or company acquired in a tax-free transaction may be adjusted in
appropriate cases to reduce possible adverse tax consequences to the Fund that
might result from an acquisition of assets having net unrealized appreciation
that is disproportionately higher at the time of acquisition than the realized
or unrealized
17
<PAGE> 54
appreciation of the Fund. The issuance of Class A shares for consideration other
than cash is limited to bona fide reorganizations, statutory mergers or other
acquisitions of portfolio securities that (i) meet the investment objectives and
policies of the Fund; (ii) are acquired for investment and not for resale
(subject to the understanding that the disposition of the Fund's portfolio
securities shall at all times remain within its control); and (iii) are liquid
securities, the value of which is readily ascertainable, which are not
restricted as to transfer either by law or liquidity of market (except that the
Fund may acquire through such transactions restricted or illiquid securities to
the extent the Fund does not exceed the applicable limits on acquisition of such
securities set forth under "Investment Objectives and Policies" herein).
Reductions in or exemptions from the imposition of a sales charge are due
to the nature of the investors and/or the reduced sales efforts that will be
needed in obtaining such investments.
Employer-Sponsored Retirement or Savings Plans and Certain Other
Arrangements. Certain employer-sponsored retirement or savings plans and
certain other arrangements may purchase Class I or Class A shares at net asset
value, based on the number of employees or number of employees eligible to
participate in the plan and/or the aggregate amount invested by the plan in
specified investments. Certain other plans may purchase Class B shares with a
waiver of the CDSC upon redemption, based on similar criteria. Such Class B
shares will convert into Class A shares approximately ten years after the plan
purchases the first share of any Mercury mutual fund. Minimum purchase
requirements may be waived or varied for such plans. For additional information
regarding purchases by employer-sponsored retirement or savings plans and
certain other arrangements, call your plan administrator or your selected
dealer.
Purchases Through Certain Financial Advisers. Reduced sales charges may be
applicable for purchases of Class I or Class A shares of the Fund through
certain financial advisers that meet and adhere to standards established by the
Investment Adviser from time to time.
DISTRIBUTION PLANS
Reference is made to "Account Choices -- Pricing of Shares" in the
Prospectus for certain information with respect to separate distribution plans
for Class A, Class B, and Class C shares pursuant to Rule 12b-1 under the
Investment Company Act of the Fund (each a "Distribution Plan") with respect to
the account maintenance and/or distribution fees paid by the Fund to the
Distributor with respect to such classes.
The Distribution Plan for each of the Class A, Class B and Class C shares
provides that the Fund pays the Distributor an account maintenance fee relating
to the shares of the relevant class, accrued daily and paid monthly, at the
annual rate of 0.25% of the average daily net assets of the Fund attributable to
shares of the relevant class in order to compensate the Distributor and selected
dealers (pursuant to sub-agreements) in connection with account maintenance
activities.
The Distribution Plan for each of the Class B and Class C shares provides
that the Fund also pays the Distributor a distribution fee relating to the
shares of the relevant class, accrued daily and paid monthly, at the annual rate
of 0.75% of the average daily net assets of the Fund attributable to the shares
of the relevant class in order to compensate the Distributor and selected
dealers (pursuant to sub-agreements) for providing shareholder and distribution
services, and bearing certain distribution-related expenses of the Fund,
including payments to financial consultants for selling Class B and Class C
shares of the Fund. 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 dealers without the assessment of an initial sales charge and at the
same time permit the dealer to compensate its financial consultants in
connection with the sale of the Class B and Class C shares. In this regard, the
purpose and function of the ongoing distribution fees and the CDSC are the same
as those of the initial sales charge with respect to the Class I and Class A
shares of the Fund in that the ongoing distribution fees and deferred sales
charges provide for the financing of the distribution of the Fund's Class B and
Class C shares.
The payments under the Distribution Plans are subject to the provisions of
Rule 12b-1 under the Investment Company Act, and 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
18
<PAGE> 55
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 Directors of the Corporation for their consideration in
connection with their deliberations as to the continuance of the Class B and
Class C Distribution Plans. This information is presented 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 basis, revenues
consist of the account maintenance fees, the 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, the
distribution fees and CDSCs and the expenses consist of financial consultant
compensation.
The Fund has no obligation with respect to distribution and/or account
maintenance-related expenses incurred by the Distributor and selected dealers in
connection with the Class A, Class B and Class C shares, and there is no
assurance that the Directors of the Corporation will approve the continuance of
the Distribution Plans from year to year. However, the Distributor intends to
seek annual continuation of the Distribution Plans. In their review of the
Distribution Plans, the Directors will be asked to take into consideration
expenses incurred in connection with the account maintenance and/or distribution
of each class of shares separately. The initial sales charges, the account
maintenance fee, the distribution fee and/or the CDSCs received with respect to
one class will not be used to subsidize the sale of shares of another class.
Payments of the distribution fee on Class B shares will terminate upon
conversion of those Class B shares to Class A shares as set forth under "How to
Buy, Sell, Transfer and Exchange Shares" in the Prospectus.
In their consideration of each Distribution Plan, the Directors must
consider all factors they deem relevant, including information as to the
benefits of the Distribution Plan to the Fund and each related class of
shareholders. Each Distribution Plan further provides that, so long as the
Distribution Plan remains in effect, the selection and nomination of Directors
who are not "interested persons" of the Fund, as defined in the Investment
Company Act (the "Independent Directors") shall be committed to the discretion
of the Independent Directors then in office. In approving each Distribution Plan
in accordance with Rule 12b-1, the Independent Directors concluded that there is
reasonable likelihood that such Distribution Plan will benefit the Fund and its
related class of shareholders. Each Distribution Plan can be terminated at any
time, without penalty, by the vote of a majority of the Independent Directors or
by the vote of the holders of a majority of the outstanding related class of
voting securities of the Fund. A Distribution Plan cannot be amended to increase
materially the amount to be spent by the Fund without the approval of the
related class of shareholders, and all material amendments are required to be
approved by the vote of Directors, including a majority of the Independent
Directors who have no direct or indirect financial interest in such Distribution
Plan, cast in person at a meeting called for that purpose. Rule 12b-1 further
requires that the Fund preserve copies of each Distribution Plan and any report
made pursuant to such plan for a period of not less than six years from the date
of such Distribution Plan or such report, the first two years in an easily
accessible place.
LIMITATIONS ON THE PAYMENT OF DEFERRED SALES CHARGES
The maximum sales charge rule in the Conduct Rules of the National
Association of Securities Dealers, Inc. ("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
Fund, the maximum sales charge rule limits the aggregate of distribution fee
payments and CDSCs payable by the Fund to (1) 6.25% of eligible gross sales of
Class B shares 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).
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REDEMPTION OF SHARES
Reference is made to "Account Choices -- How to Buy, Sell, Transfer and
Exchange Shares" in the Prospectus for certain information as to the redemption
and purchase of Fund shares.
The Fund is required to redeem for cash all shares of the Fund upon receipt
of a written request in proper form. The redemption price is the net asset value
per share next determined after the initial receipt of proper notice of
redemption. Except for any CDSC that may be applicable, there will be no charge
for redemption if the redemption request is sent directly to the Transfer Agent.
Shareholders liquidating their holdings will receive upon redemption all
dividends reinvested through the date of redemption. The value of shares at the
time of redemption may be more or less than the shareholder's cost, depending on
the net asset value of the Fund's shares at such time.
REDEMPTION
A shareholder wishing to redeem shares held with the Transfer Agent may do
so by tendering the shares directly to the Fund's Transfer Agent, Financial Data
Services, Inc., P.O. Box 44062, Jacksonville, Florida 32232-4062. Proper notice
of redemption in the case of shares deposited with the Transfer Agent may be
accomplished by a written letter requesting redemption. Redemption requests
delivered other than by mail should be delivered to Financial Data Services,
Inc., 4800 Deer Lake Drive East, Jacksonville, Florida 32246-6484. Redemption
requests should not be sent to the Fund. A redemption request requires the
signature(s) of all persons in whose name(s) the shares are registered, signed
exactly as (his) (her) (their) name(s) appear(s) on the Transfer Agent's
register. The signature(s) on the redemption request must be guaranteed by an
"eligible guarantor institution" as such term is defined in Rule 17Ad-15 under
the Securities Exchange Act of 1934, the existence and validity of which may be
verified by the Transfer Agent through the use of industry publications.
Notarized signatures are not sufficient. 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. 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 Fund may be requested to redeem shares for which it
has not yet received good payment. The Fund may delay or cause to be delayed the
mailing of a redemption check until such time as good payment (i.e., cash or
certified check drawn on a United States bank) has been collected for the
purchase of such shares. Normally, this delay will not exceed 10 days.
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 periods during
which trading on the New York Stock Exchange (the "NYSE") is restricted as
determined by the Commission or during which the NYSE is closed (other than
customary weekend and holiday closings), for any period during which an
emergency exists, as defined by the Commission, as a result of which disposal of
portfolio securities or determination of the net asset value of the Fund is not
reasonably practicable, and for such other periods as the Commission may by
order permit for the protection of shareholders of the Fund.
The value of shares at the time of redemption may be more or less than the
shareholder's cost, depending in part on the net asset value of such shares at
such time.
REPURCHASE
The Fund will also repurchase shares through a shareholder's listed
securities dealer. The Fund will normally accept orders to repurchase shares by
wire or telephone from dealers for their customers at the net asset value next
computed after receipt of the order by the dealer, less any applicable CDSC,
provided that the request for repurchase is received by the dealer prior to the
close of business on the NYSE (generally 4:00 p.m., Eastern time) on the day
received and is received by the Fund from such dealer not later than 30 minutes
after the close of business on the NYSE on the same day.
Dealers have the responsibility of submitting such repurchase requests to
the Fund not later than 30 minutes after the close of business on the NYSE in
order to obtain that day's closing price. These
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<PAGE> 57
repurchase arrangements are for the convenience of shareholders and do not
involve a charge by the Fund (other than any applicable CDSC). Securities firms
that do not have selected dealer agreements with the Distributor, however, may
impose a transaction charge on the shareholder for transmitting the notice of
repurchase to the Fund. Certain securities dealers may charge a processing fee
to confirm a repurchase of shares. For example, the fee currently charged by
Merrill Lynch is $5.35. Fees charged by other securities dealers may be higher
or lower. Repurchases directly through the Fund's Transfer Agent, on accounts
held at the Transfer Agent, are not subject to the processing fee. The Fund
reserves the right to reject any order for repurchase, which right of rejection
might adversely affect shareholders seeking redemption through the repurchase
procedure. A shareholder whose order for repurchase is rejected by the Fund,
however, may redeem shares as set forth above.
REINSTATEMENT PRIVILEGE -- CLASS I AND CLASS A SHARES
Shareholders of the Fund who have redeemed their Class I and Class A shares
have a privilege to reinstate their accounts by purchasing Class I or Class A
shares of the Fund, as the case may be, 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
investor's 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.
DEFERRED SALES CHARGES -- 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 Mercury mutual funds.
As discussed in the Prospectus under "Account Choices -- Pricing of
Shares -- Class B and C Shares -- Deferred Sales Charge Options," while Class B
shares redeemed within six years of purchase are subject to a CDSC under most
circumstances, the charge may be reduced or waived in certain instances. These
include certain post-retirement withdrawals from an IRA or other retirement plan
or redemption of Class B shares in certain circumstances following the death of
a Class B shareholder. In the case of such withdrawal, the reduction or waiver
applies to: (a) any partial or complete redemption in connection with a
distribution following retirement under a tax-deferred retirement plan on
attaining age 59 1/2 in the case of an IRA or other retirement plan, or part of
a series of equal periodic payments (not less frequently than annually) made for
life (or life expectancy) or any redemption resulting from the tax-free return
of an excess contribution to an IRA (certain legal documentation may be required
at the time of liquidation establishing eligibility for qualified distribution);
or (b) any partial or complete redemption following the death or disability (as
defined in the Internal Revenue Code of 1986, as amended (the "Code")) of a
Class B shareholder (including one who owns the Class B shares as joint tenant
with his or her spouse), provided the redemption is requested within one year of
the death or initial determination of disability or, if later, reasonably
promptly following completion of probate or in connection with involuntary
termination of an account in which fund shares are held (certain legal
documentation may be required at the time of liquidation establishing
eligibility for qualified distribution).
The charge may also be reduced or waived in other instances such as: (c)
redemptions by certain eligible 401(a) and 401(k) plans and certain retirement
plan rollovers; (d) redemptions in connection with participation in certain
fee-based programs managed by the Investment Adviser or its affiliates; (e)
redemptions in connection with participation in certain fee-based programs
managed by selected dealers that have agreements with the Investment Adviser or
its affiliates; or (f) withdrawals through the Systematic Withdrawal Plan of up
to 10% per year of your account value at the time the plan is established.
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<PAGE> 58
In determining whether a Class B CDSC is applicable to a redemption, the
calculation will be determined in the manner that results in the lowest possible
rate being charged. Therefore it will be assumed that the redemption is first of
shares held for over six years or shares acquired pursuant to reinvestment of
dividends or distributions and then of shares held longest during the six-year
period. The charge will be assessed on an amount equal to the lesser of the
proceeds of redemption or the cost of shares being redeemed and will not be
applied to dollar amounts representing an increase in the net asset value since
the time of purchase. A transfer of shares from a shareholder's account to
another account will be assumed to be made in the same order as a redemption.
Class C shares are subject only to a one-year 1% CDSC. 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 or capital gains distributions. The Class C CDSC may be waived in
connection with participation in certain fee-based programs, involuntary
termination of an account in which Fund shares are held, and withdrawals through
the Systematic Withdrawal Plan.
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. Therefore, it will be assumed that the redemption is first
of shares held for over one year or shares acquired pursuant to reinvestment of
dividends or distributions and then of shares held longest during the one-year
period. The charge will not be applied to dollar amounts representing an
increase in the net asset value since the time of purchase. A transfer of shares
from a shareholder's account to another account will be assumed to be made in
the same order as a redemption.
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
selected dealers related to providing distribution-related services to the Fund
in connection with the sale of the Class B and Class C shares, such as the
payment of compensation to financial consultants for selling Class B and Class C
shares, from its own funds. The combination of the CDSC and the ongoing
distribution fee facilitates the ability of the Fund to sell the Class B and
Class C shares without a sales charge being deducted at the time of purchase.
Conversion of Class B Shares to Class A Shares. As discussed in the
Prospectus under "Account Choices -- Pricing of Shares -- Class B and C
Shares -- Deferred Sales Charge Options," Class B shares of equity Mercury
mutual funds convert automatically to Class A shares approximately eight years
after purchase (the "Conversion Period"). Automatic conversion of Class B shares
into Class A 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.
The Conversion Period is modified for shareholders who purchased Class B
shares through certain retirement plans that qualified for a waiver of the CDSC
normally imposed on purchases of Class B shares ("Class B Retirement Plans").
When the first share of any Mercury mutual fund purchased by a Class B
Retirement Plan has been held for ten years (i.e., ten years from the date the
relationship between Mercury mutual funds and the Class B Retirement Plan was
established), all Class B shares of all Mercury mutual funds held in that Class
B Retirement Plan will be converted into Class A shares of the appropriate
funds. Subsequent to such conversion, that Class B Retirement Plan will be sold
Class A shares of the appropriate funds at net asset value per share.
The Conversion Period may also be modified for retirement plan investors
who participate in certain fee-based programs. See "Shareholder
Services -- Fee-Based Programs" below.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Because the Fund will invest exclusively in shares of the Portfolio, it is
expected that all transactions in portfolio securities will be entered into by
the Portfolio. The Investment Adviser is responsible for making the Portfolio's
portfolio decisions, placing the Portfolio's brokerage business, evaluating the
reasonableness of
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<PAGE> 59
brokerage commissions and negotiating the amount of any commissions paid subject
to a policy established by the Trust's Trustees and officers. The Trust has no
obligation to deal with any broker or group of brokers in the execution of
transactions in portfolio securities. Orders for transactions in portfolio
securities are placed for the Trust with a number of brokers and dealers,
including affiliates of the Investment Adviser. In placing orders, it is the
policy of the Trust to obtain the most favorable net results, taking into
account various factors, including price, commissions, if any, size of the
transaction and difficulty of execution. Where applicable, the Investment
Adviser surveys a number of brokers and dealers in connection with proposed
portfolio transactions and selects the broker or dealer that offers the Trust
the best price and execution or other services that are of benefit to the Trust.
Securities firms also may receive brokerage commissions on transactions
including covered call options written by the Trust and the sale of underlying
securities upon the exercise of such options. In addition, consistent with the
NASD Conduct Rules and policies established by the Trustees, the Investment
Adviser may consider sales of shares of the Fund as a factor in the selection of
brokers or dealers to execute portfolio transactions for the Trust.
Brokers who provide supplemental investment research 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 Advisory Agreement. If in the judgment of
the Investment Adviser the Trust will be benefited by supplemental research
services, the Investment Adviser is authorized to pay brokerage commissions to a
broker furnishing such services in excess of commissions that another broker may
have charged for effecting the same transaction. The expenses of the Investment
Adviser will not necessarily be reduced as a result of the receipt of such
supplemental information, and the Investment Adviser may use such information in
servicing its other accounts.
The Trust invests in certain securities traded in the over-the-counter
market and, where possible, deals directly with dealers who make a market in the
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 are prohibited from dealing with the Trust as
principal in purchase and sale of securities. Since transactions in the
over-the-counter market usually involve transactions with dealers acting as
principal for their own accounts, affiliated persons of the Trust, including
Merrill Lynch, will not serve as the Trust's dealer in such transactions.
However, affiliated persons of the Trust may serve as its broker in
over-the-counter transactions conducted on an agency basis.
Pursuant to Section 11(a) of the Securities Exchange Act of 1934, as
amended, Merrill Lynch may execute transactions for the Trust on the floor of
any U.S. national securities exchange provided that prior authorization of such
transactions is obtained and Merrill Lynch furnishes a statement to the Trust at
least annually setting forth the compensation it has received in connection with
such transactions.
The Trustees of the Trust have considered the possibility of recapturing
for the benefit of the Trust brokerage commissions, dealer spreads and other
expenses of possible portfolio transactions, such as underwriting commissions,
by conducting such portfolio transactions through affiliated entities, including
Merrill Lynch. For example, brokerage commissions received by Merrill Lynch
could be offset against the management fee paid by the Trust to the Investment
Adviser. After considering all factors deemed relevant, the Trustees made a
determination not to seek such recapture. The Trustees will reconsider this
matter from time to time.
The portfolio turnover rate is calculated by dividing the lesser of the
Fund's 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. The portfolio turnover rate is generally anticipated to be under 100%.
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<PAGE> 60
DETERMINATION OF NET ASSET VALUE
Reference is made to "How Shares are Priced" in the Prospectus concerning
the determination of net asset value.
The net asset value of the shares of the Fund is determined once daily
Monday through Friday after the close of business on the NYSE on each day the
NYSE is open for trading (a "Pricing Day"). The close of business on the NYSE is
generally 4:00 p.m., Eastern time. The Fund also will determine its net asset
value on any day in which there is sufficient trading in the underlying
Portfolio's portfolio securities that the net asset value might be affected
materially, but only if on any such day the Fund is required to sell or redeem
shares. 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 Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. The net asset value is computed by dividing
the value of the securities held by the Fund plus any cash or other assets
(including interest and dividends accrued but not yet received) minus all
liabilities (including accrued expenses) by the total number of shares
outstanding at such time. Expenses, including the fees payable to the
Administrator and the Distributor, and the advisory fees payable indirectly by
the Portfolio to the Investment Adviser, are accrued daily.
The principal assets of the Fund will normally be its interest in the
underlying Portfolio, which will be valued at its net asset value. Net asset
value is computed by dividing the value of the securities held by the Portfolio
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. Expenses, including the management
fees and any account maintenance and/or distribution fees, are accrued daily.
The per share net asset value of Class A, Class B and Class C shares generally
will be lower than the per share net asset value of Class I 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 Class A shares. 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 or distributions, which will differ
by approximately the amount of the expense accrual differentials between the
classes.
Portfolio securities, including ADRs, EDRs or GDRs, 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 Board of Trustees as the primary market. Long position 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. 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. 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. When the Portfolio writes an option, the amount of the premium
received is recorded on the books of the Portfolio 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 Portfolio 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 valued at fair value as determined in good faith by or under the
direction of the Board of Trustees of the Trust. Such valuations and procedures
will be reviewed periodically by the Board of Trustees.
Generally, trading in non-U.S. securities, as well as U.S. Government
securities and money market instruments, is substantially completed each day at
various times prior to the close of business on the NYSE.
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<PAGE> 61
The values of such securities used in computing the net asset value of the
Fund's 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 will not be reflected in the computation of the Fund's
net asset value.
Each investor in the Trust may add to or reduce its investment in the
Portfolio on each Pricing Day. The value of each investor's (including the
Fund's) interest in the Portfolio will be determined after the close of business
on the NYSE by multiplying the net asset value of the Portfolio by the
percentage, effective for that day, that represents that investor's share of the
aggregate interests in the Portfolio. The close of business on the NYSE is
generally 4:00 p.m., Eastern time. Any additions or withdrawals to be effected
on that day will then be effected. The investor's percentage of the aggregate
beneficial interests in the Portfolio will then be recomputed as the percentage
equal to the fraction (i) the numerator of which is the value of such investor's
investment in the Portfolio as of the time of determination on such day plus or
minus, as the case may be, the amount of any additions to or withdrawals from
the investor's investment in the Portfolio effected on such day, and (ii) the
denominator of which is the aggregate net asset value of the Portfolio as of
such time on such day plus or minus, as the case may be, the amount of the net
additions to or withdrawals from the aggregate investments in the Portfolio by
all investors in the Portfolio. The percentage so determined will then be
applied to determine the value of the investor's interest in the Portfolio after
the close of business of the NYSE on the next Pricing Day of the Portfolio.
SHAREHOLDER SERVICES
The Fund offers a number of shareholder services described below that are
designed to facilitate investment in their shares. Full details as to each such
service and copies of the various plans described below can be obtained from the
Fund, the Distributor or your selected dealer.
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 income dividends and
long-term capital gains distributions. The statements will also show any other
activity in the account since the preceding statement. Shareholders will receive
separate transaction confirmations for each purchase or sale transaction other
than automatic investment purchases and the reinvestment of ordinary income
dividends and long-term capital gains distributions. 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.
The Fund does not issue share certificates. Shareholders considering
transferring their Class I or Class A shares from a selected dealer to another
brokerage firm or financial institution should be aware that, if the firm to
which the Class I or Class A shares are to be transferred will not take delivery
of shares of the Fund, a shareholder either must redeem the Class I or Class A
shares so that the cash proceeds can be transferred to the account at the new
firm or such shareholder must continue to maintain an Investment Account at the
Transfer Agent for those Class I or Class A shares. Shareholders interested in
transferring their Class B or Class C shares from a selected dealer and who do
not wish to have an Investment Account maintained for such shares at the
Transfer Agent may request their new brokerage firm to maintain such shares in
an account registered in the name of the brokerage firm for the benefit of the
shareholder at the Transfer Agent. Shareholders considering transferring a
tax-deferred retirement account such as an individual retirement account from a
selected dealer to another brokerage firm or financial institution should be
aware that, if the firm to which the retirement account is to be transferred
will not take delivery of shares of the Fund, a shareholder must either redeem
the shares (paying any applicable CDSC) so that the cash proceeds can be
transferred to the account at the new firm, or such shareholder must continue to
maintain a retirement account at a selected dealer for those shares.
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<PAGE> 62
AUTOMATIC INVESTMENT PLAN
A shareholder may make additions to an Investment Account at any time by
purchasing Class I shares (if an eligible Class I investor as described in the
Prospectus) or Class A, Class B or Class C shares at the applicable public
offering price either through the shareholder's securities dealer or by mail
directly to the Transfer Agent, acting as agent for such securities dealer. You
may also add to your account by automatically investing a specific amount in the
Fund on a periodic basis through your selected dealer. The current minimum for
such automatic additional investments is $100. This minimum may be waived or
revised under certain circumstances.
AUTOMATIC DIVIDEND REINVESTMENT PLAN
Dividends and distributions from the Fund may be taken in cash or
automatically reinvested in shares of the Fund at net asset value without a
sales charge. You should consult with your financial consultant about which
option you would like. If you choose the reinvestment option, such reinvestment
will be at the net asset value of shares of the Fund, without sales charge, as
of the close of business on the ex-dividend date of the dividend or
distribution. Shareholders may elect in writing or by telephone
(1-888-763-2260), if the shareholder's account is maintained with the Transfer
Agent, to receive either their dividends or capital gains distributions, or
both, in cash, in which event payment will be mailed or direct deposited on or
about the payment date, except that in all circumstances dividends less than ten
dollars will be reinvested.
Shareholders may, at any time, notify their selected dealer in writing if
the shareholder's account is maintained with a selected dealer or notify the
Transfer Agent in writing or by telephone (1-888-763-2260), if the account is
maintained with the Transfer Agent, that they no longer wish to have their
dividend and/or capital gains distributions reinvested in shares of the Fund or
vice versa and, commencing ten days after the receipt by the Transfer Agent of
such notice, those instructions will be effected. The Fund is not responsible
for any failure of delivery to the shareholder's address of record and no
interest will accrue on amounts represented by uncashed distribution or
redemption checks.
SYSTEMATIC WITHDRAWAL PLAN
A shareholder may elect to make withdrawals from an Investment Account of
Class I, Class A, Class B or Class C shares in the form of payments by check or
through automatic payment by direct deposit to such shareholder's bank account
on either a monthly or quarterly basis as provided below. Quarterly withdrawals
are available for shareholders who have acquired shares of the Fund having a
value, based on cost or the current offering price, of $5,000 or more, and
monthly withdrawals are available for shareholders with shares having a value of
$10,000 or more.
At the time of each withdrawal payment, sufficient shares are redeemed from
those on deposit in the shareholder's account to provide the withdrawal payment
specified by the shareholder. The shareholder may specify the dollar amount and
class of shares to be redeemed. With respect to shareholders who hold accounts
directly at the Transfer Agent, redemptions will be made at net asset value as
determined as described herein on the 24th day of each month or the 24th day of
the last month of each quarter, whichever is applicable. With respect to
shareholders who hold accounts with their broker-dealer, redemptions will be
made at net asset value determined as described herein on the first, second,
third or fourth Monday of each month, or the first, second, third or fourth
Monday of the last month of each quarter, whichever is applicable. If the NYSE
is not open for business on such date, the shares will be redeemed at the close
of business 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 and distributions on all shares in the Investment Account
are reinvested automatically in shares of the Fund. A shareholder's systematic
withdrawal plan may be terminated at any time, without a charge or penalty, by
the shareholder, the Fund, the Fund's Transfer Agent or the Distributor.
Withdrawal payments should not be considered as dividends, yield or income.
Each withdrawal is a taxable event. If periodic withdrawals continuously exceed
reinvested dividends, the shareholder's original investment may be reduced
correspondingly. Purchases of additional shares concurrent with withdrawals are
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<PAGE> 63
ordinarily disadvantageous to the shareholder because of sales charges and tax
liabilities. The Fund will not knowingly accept purchase orders for shares of
the Fund from investors who maintain a systematic withdrawal plan unless such
purchase is equal to at least one year's scheduled withdrawals or $1,200,
whichever is greater. Periodic investments may not be made into an Investment
Account in which the shareholder has elected to make systematic withdrawals.
With respect to redemptions of Class B and Class C shares pursuant to a
systematic withdrawal plan, the maximum number of Class B or Class C shares that
can be redeemed from an account annually shall not exceed 10% of the value of
shares of such class in that account at the time the election to join the
systematic withdrawal plan was made. Any CDSC that otherwise might be due on
such redemption of Class B or Class C shares will be waived. Shares redeemed
pursuant to a systematic withdrawal plan will be redeemed in the same order as
Class B or Class C shares are otherwise redeemed. See "Pricing of
Shares -- Class B and C Shares -- Deferred Sales Charge Options" in the
Prospectus. Where the systematic withdrawal plan is applied to Class B shares,
upon conversion of the last Class B shares in an account to Class A shares, a
shareholder must make a new election to join the systematic withdrawal program
with respect to the Class A shares. If an investor wishes to change the amount
being withdrawn in a systematic withdrawal plan the investor should contact his
or her financial consultant.
RETIREMENT PLANS
The minimum initial purchase to establish a retirement plan is $100.
Capital gains and income received in retirement plans are exempt from Federal
taxation until distributed from the plans. Investors considering participations
in any such plan should review specific tax laws relating thereto and should
consult their attorneys or tax advisors with respect to the establishment and
maintenance of any such plan.
EXCHANGE PRIVILEGE
U.S. shareholders of each class of shares of the Fund have an exchange
privilege with other Mercury mutual funds and Summit. The exchange privilege
does not apply to any other funds. Under the Fund's pricing system, Class I
shareholders may exchange Class I shares of the Fund for Class I shares of a
second Mercury mutual fund. If the Class I shareholder wants to exchange Class I
shares for shares of a second fund, but does not hold Class I shares of the
second fund in his or her account at the time of exchange and is not otherwise
eligible to acquire Class I shares of the second fund, the shareholder will
receive Class A shares of the second fund as a result of the exchange. Class A
shares also may be exchanged for Class I shares of a second Mercury mutual fund
at any time as long as, at the time of the exchange, the shareholder is eligible
to acquire Class I shares of any Mercury mutual fund. Class A, Class B and Class
C shares are exchangeable with shares of the same class of other Mercury mutual
funds. For purposes of computing the CDSC that may be payable upon a disposition
of the shares acquired in the exchange, the holding period for the previously
owned shares of the Fund is "tacked" to the holding period of the newly acquired
shares of the other fund as more fully described below. Class I, Class A, Class
B and Class C shares also are exchangeable for shares of Summit, a money market
fund specifically designated for exchange by holders of Class I, Class A, Class
B or Class C shares. Class I and Class A shares will be exchanged for Class A
shares of Summit, and Class B and Class C shares will be exchanged for Class B
shares of Summit. Summit Class A and Class B shares do not include any front-end
sales charge or CDSC; however, Summit Class B shares pay a 12b-1 distribution
fee of 0.75% and are subject to a CDSC payable as if the shareholder still held
shares of the Mercury fund used to acquire the Summit Class B shares.
Exchanges of Class I or Class A shares outstanding ("outstanding Class I or
Class A shares") for Class I or Class A shares of another Mercury mutual fund,
or for Class A shares of Summit ("new Class I or Class A shares") are transacted
on the basis of relative net asset value per Class I or Class A share,
respectively, plus an amount equal to the difference, if any, between the sales
charge previously paid on the outstanding Class I or Class A shares and the
sales charge payable at the time of the exchange on the new Class I or Class A
shares. With respect to outstanding Class I or Class A 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 I or
Class A shares in the initial purchase and any subsequent exchange. Class I or
Class A shares issued
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<PAGE> 64
pursuant to dividend reinvestment are sold on a no-load basis in each of the
funds offering Class I or Class A shares. For purposes of the exchange
privilege, dividend reinvestment Class I and Class A shares shall be deemed to
have been sold with a sales charge equal to the sales charge previously paid on
the Class I or Class A shares on which the dividend was paid. Based on this
formula, Class I and Class A shares of the Fund generally may be exchanged into
the Class I and Class A shares, respectively, of the other funds with a reduced
or without a sales charge.
In addition, each of the funds with Class B and Class C shares outstanding
("outstanding Class B or Class C shares") offers to exchange its Class B or
Class C shares for Class B or Class C shares, respectively (or, in the case of
Summit, Class B shares) ("new Class B or Class C shares"), of another Mercury
mutual fund or of Summit on the basis of relative net asset value per Class B or
Class C share, without the payment of any CDSC that might otherwise be due on
redemption of the outstanding shares. Class B shareholders of the Fund
exercising the exchange privilege will continue to be subject to the Fund's CDSC
schedule if such schedule is higher than the CDSC schedule relating to the new
Class B shares acquired through use of the exchange privilege. In addition,
Class B shares of the Fund acquired through use of the exchange privilege will
be subject to the Fund's CDSC schedule if such schedule is higher than the CDSC
schedule relating to the Class B shares of the fund from which the exchange has
been made. For purposes of computing the sales charge that may be payable on a
disposition of the new Class B or Class C shares, the holding period for the
outstanding Class B shares is "tacked" to the holding period of the new Class B
or Class C shares. For example, an investor may exchange Class B shares of the
Fund for those of another Mercury fund ("new Mercury Fund") after having held
the Fund's Class B shares for two-and-a-half years. The 3% CDSC that generally
would apply to a redemption would not apply to the exchange. Four years later
the investor may decide to redeem the Class B shares of new Mercury Fund and
receive cash. There will be no CDSC due on this redemption since by "tacking"
the two-and-a-half year holding period of the Fund's Class B shares to the four
year holding period for the new Mercury Fund Class B shares, the investor will
be deemed to have held the new Mercury Fund Class B shares for more than six
years.
Before effecting an exchange, shareholders should obtain a currently
effective prospectus of the fund into which the exchange is to be made. To
exercise the exchange privilege, shareholders should contact their financial
consultant, who will advise the Fund of the exchange. Shareholders of the Fund
and shareholders of the other funds described above with shares for which
certificates have not been issued may exercise the exchange privilege by wire
through their securities dealers. The Fund reserves the right to require a
properly completed Exchange Application. This exchange privilege may be modified
or terminated in accordance with the rules of the Commission. The Fund reserves
the right to limit the number of times an investor may exercise the exchange
privilege. Certain funds may suspend the continuous offering of their shares to
the general public at any time and may thereafter resume such offering from time
to time. The exchange privilege is available only to U.S. shareholders in states
where the exchange legally may be made.
FEE-BASED PROGRAMS
Certain fee-based programs, including pricing alternatives for securities
transactions (each referred to in this paragraph as a "Program"), may permit the
purchase of Class I shares at net asset value. Under specified circumstances,
participants in certain Programs may deposit other classes of shares, which will
be exchanged for Class I 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 certain Programs may result in the redemption of shares held
therein or the automatic exchange thereof to another class at net asset value.
In addition, upon termination of participation in certain Programs, 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,
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 certain specific Programs offered through
particular selected dealers
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<PAGE> 65
(including charges and limitations on transferability applicable to shares that
may be held in such Program) is available in the Program's client agreement and
from the shareholder's selected dealer.
DIVIDENDS AND TAXES
DIVIDENDS
The Fund intends to distribute all 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 Fund's
shareholders annually. From time to time, the Fund may declare a special
dividend at or about the end of the calendar year in order to comply with a
Federal income tax requirement that certain percentages of its ordinary income
and capital gains be distributed during the calendar year. See "Shareholder
Services -- Automatic Dividend Reinvestment Plan" for information concerning the
manner in which dividends may be reinvested automatically in shares of the Fund.
Shareholders may elect in writing to receive any such dividends in cash.
Dividends are taxable to shareholders, as discussed below, whether they are
reinvested in shares of the Fund or received in cash. The per share dividends on
Class B and Class C shares will be lower than the per share dividends on Class I
and Class A 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 A shares will be lower than
the per share dividends on Class I shares as a result of the account maintenance
fees applicable with respect to the Class A shares. See "Determination of Net
Asset Value." Within 60 days after the end of the Fund's taxable year, each
shareholder will receive notification summarizing the dividends he or she
received that year. This notification will also indicate whether those dividends
should be treated as ordinary income or long-term capital gains.
TAXES
The Fund intends to continue to qualify for the special tax treatment
afforded regulated investment companies ("RICs") under the Code. As long as the
Fund so qualifies, the Fund (but not its shareholders) will not be subject to
Federal income tax on the part of its net ordinary income and net realized
capital gains that it distributes to Class I, Class A, Class B and Class C
shareholders ("shareholders"). The Fund intends to distribute substantially all
of such income. To qualify for this treatment, the Fund must, among other
things, (a) derive at least 90% of its gross income (without offset for losses
from the sale or other disposition of securities or foreign currencies) from
dividends, interest, payments with respect to securities loans, gains from the
sale or other disposition of securities or foreign currencies and certain
financial futures, options and forward contracts (the "Income Test"); and (b)
diversify its holdings so that, at the end of each quarter of the taxable year,
(i) at least 50% of the value of its assets is represented by cash, U.S.
Government securities and other securities limited in respect of any one issuer
to an amount no greater than 5% of its assets and 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its assets
is invested in the securities of any one issuer (other than U.S. Government
securities).
Dividends paid by the Fund from its ordinary income and distributions of
the Fund's net realized short-term capital gains (together referred to hereafter
as "ordinary income dividends") are taxable to shareholders as ordinary income,
whether or not reinvested.
Distributions made from net capital gains (i.e., the excess of net capital
gains from the sale of assets held for more than 12 months over net short-term
capital losses, and including such gains from certain transactions in futures
and options) ("capital gain dividends") to shareholders will be taxable as
capital gains to the shareholders, whether or not reinvested and regardless of
the length of time a shareholder has owned his or her shares. The maximum
capital gains rate for individuals is 20% with respect to assets held for more
than 12 months. The maximum capital gains rate for corporate shareholders
currently is the same as the maximum corporate tax rate for ordinary income.
Not later than 60 days after the close of its taxable year, the Fund will
provide its shareholders with a written notice designating the amounts of any
ordinary income and capital gain dividends. A portion of the dividends paid by
the Fund out of dividends paid by certain corporations located in the U.S. may
be eligible
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<PAGE> 66
for the dividends received deduction allowed to corporations under the Code. If
the Fund pays a dividend in January that was declared in the previous October,
November or December to shareholders of record on a specified date in one of
such months, then such dividend will be treated for tax purposes as being paid
by the Fund and received by its shareholders on December 31 of the year in which
such dividend was declared.
Dividends and interest received by the Fund may give rise to withholding
and other taxes imposed by countries other than the U.S. Tax conventions between
certain countries and the United States may reduce or eliminate such taxes. It
is impossible to determine in advance the effective rate of foreign tax to which
the Fund will be subject, since the amount of Fund assets to be invested in any
particular non-U.S. country is not known. Because the Fund limits its
investments in non-U.S. securities, it is anticipated that Fund shareholders
will not be entitled to claim U.S. foreign tax credits with respect to foreign
taxes paid by the Fund.
Under certain provisions of the Code, some shareholders may be subject to a
31% withholding tax on dividends and redemption payments ("backup withholding").
Generally, shareholders subject to backup withholding will be those for whom a
certified taxpayer identification number is not on file with the Fund or who, to
the Fund's 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 shareholder is not otherwise subject to backup
withholding.
Ordinary income dividends paid by the Fund to shareholders who are
non-resident aliens or foreign entities generally will be subject to a 30%
United States 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. Non-resident
shareholders are urged to consult their own tax advisors concerning the
applicability of the United States withholding tax.
No gain or loss will be recognized by Class B shareholders on the
conversion of their Class B shares for Class A shares. A shareholder's basis in
the Class A shares acquired will be the same as such shareholder's basis in the
Class B shares converted, and the holding period of the acquired Class A shares
will include the holding period of the converted Class B shares.
Upon a sale or exchange of its shares, a shareholder will realize a taxable
gain or loss depending on its basis in the shares. Such gain or loss will be
treated as capital gain or loss if the shares are capital assets in the
shareholder's hands. In the case of an individual, any such capital gain will be
treated as short-term capital gain, taxable at the same rates as ordinary income
if the shares were held for not more than 12 months and capital gain taxable at
the maximum rate of 20% if such shares were held for more than 12 months. In the
case of a corporation, any such capital gain will be treated as long-term
capital gain, taxable at the same rates as ordinary income, if such shares were
held for more than 12 months. Any such loss will be treated as long-term capital
loss if such shares were held for more than 12 months. A loss recognized on the
sale or exchange shares held for six months or less, however, will be treated as
long-term capital loss to the extent of any long term capital gain dividends
with respect to such shares.
If a shareholder exercises an exchange privilege within 90 days of
acquiring shares of the Fund, then loss recognized on the exchange will be
reduced (or any gain increased) to the extent the sales charge paid to the Fund
reduces any sales charge that would have been 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.
Generally, any loss realized on a sale or exchange of shares of the Fund
will be disallowed if other shares of the Fund are acquired (whether through the
automatic reinvestment of dividends or otherwise) within 61-day period beginning
30 days before and ending 30 days after the date that the shares are disposed
of. In such a case, the basis of the shares acquired will be adjusted to reflect
the disallowed loss.
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 capital gains,
determined, in general, on an October 31 year end, plus certain undistributed
amounts from previous years. The Fund anticipates that it will make sufficient
timely distributions to avoid imposition of the excise tax.
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<PAGE> 67
TAX TREATMENT OF OPTIONS, FUTURES AND FORWARD FOREIGN EXCHANGE TRANSACTIONS
The Fund may write, purchase or sell options and futures and foreign
currency options and futures, and related options on such futures. 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
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 Fund elects to have gain or loss treated as
ordinary gain or loss under Code Section 988 (as described below), gain or loss
from transactions in Section 1256 contracts will be 60% long-term and 40%
short-term capital gain or loss. Application of these rules to Section 1256
contracts held by the Fund may alter the timing and character of dividends to
shareholders. The mark-to-market rules outlined above, however, will not apply
to certain transactions entered into by the Fund solely to reduce the risk of
changes in price or interest or currency exchange rates with respect to its
investments.
A forward foreign exchange contract that is a Section 1256 contract will be
marked to market, as described above. However, the character of gain or loss
from such a contract will generally be ordinary under Code Section 988. The Fund
may, nonetheless, elect to treat the gain or loss from such 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 Fund's sales of securities and transactions in options, futures
and forward foreign exchange contracts. Under Section 1092, the Fund may
required to postpone recognition for tax purposes of losses incurred in certain
closing transactions in options, futures and forward foreign exchange contracts.
Similarly, Code Section 1091, which deals with "wash sales," may cause the Fund
to postpone recognition of certain losses for tax purposes; and Code Section
1258, which deals with "conversion transactions," may apply to recharacterize
certain capital gains as ordinary income for tax purposes. Code Section 1259,
which deals with "constructive sales" of appreciated financial positions (e.g.,
stock), may treat the Fund as having recognized income before the time that such
income is economically recognized by the Fund.
SPECIAL RULES FOR CERTAIN FOREIGN CURRENCY TRANSACTIONS
Under Code Section 988, special rules are provided for certain transactions
in a foreign currency other than the taxpayer's functional currency (i.e.,
unless certain special rules apply, currencies other than the United States
dollar). In general, foreign currency gains or losses 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 Fund may elect capital gain or loss
treatment for such transactions. In general, however, Code Section 988 gains or
losses will increase or decrease the amount of the Fund's investment company
taxable income available to be distributed to shareholders as ordinary income.
Additionally, if Code Section 988 losses exceed other investment company taxable
income during a taxable year, the Fund would not be able to make any ordinary
dividend distributions, and any 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 shareholder's Fund
shares.
OTHER TAX MATTERS
The Fund has received a private letter ruling from the Internal Revenue
Service ("IRS") to the effect that, because each Portfolio is classified as a
partnership for tax purposes, the Fund will be entitled to look to the
underlying assets of the Portfolio in which it has invested for purposes of
satisfying various requirements of the Code applicable to RICs. If any of the
facts upon which such ruling is premised change in any material respect (e.g.,
if the Trust were required to register its interests under the Securities Act
and the Trust is unable to obtain a private letter ruling from the IRS or an
opinion of counsel indicating that each Portfolio will continue to be classified
as partnership), then the Board of Directors of the Corporation will determine,
in its discretion, the appropriate course of action for the Fund. One possible
course of action would be to withdraw
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<PAGE> 68
the Fund's investment from the Portfolio and to retain an investment adviser to
manage the Fund's assets in accordance with the investment policies applicable
to the Fund. See "Investment Objectives and Policies."
------------------------
The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and the 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 or administrative action either
prospectively or retroactively.
Dividends and capital gains distributions and gains on the sale or exchange
of shares in the Fund may also be subject to state and local taxes.
Shareholders are urged to consult their own tax advisors regarding specific
questions as to Federal, state, local or foreign taxes. Foreign investors should
consider applicable foreign taxes in their evaluation of an investment in the
Fund.
PERFORMANCE DATA
From time to time the Fund may include its average annual total return and
other total return data in advertisements or information furnished to present or
prospective shareholders. Total return is based on the Fund's historical
performance and is not intended to indicate future performance. Average annual
total return is determined separately for Class I, Class A, Class B and Class C
shares in accordance with a formula 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 I and Class A
shares and the CDSC that would be applicable to a complete redemption of the
investment at the end of the specified period in the case of Class B and Class C
shares.
The Fund also may quote annual, average annual and annualized total return
and aggregate total return performance data, both as a percentage and as a
dollar amount based on a hypothetical $1,000 investment, 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. 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.
In order to reflect the reduced sales charges in the case of Class I or
Class A 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"
and "Redemption of Shares," respectively, the total return data quoted by the
Fund in advertisements directed to such investors may take into account the
reduced, and not the maximum, sales charge or may take into account the CDSC and
therefore may reflect greater total return since, due to the reduced sales
charges or the waiver of sales charges, a lower amount of expenses is deducted.
On occasion, the Fund may compare its performance to, among other things,
the Russell 2000 Growth Index, the Russell 2000 Index, the Value Line Composite
Index, the Dow Jones Industrial Average, or other published indices, or to data
contained in publications such as Lipper Analytical Services, Inc., including
the Lipper Small Cap Growth Funds Average, Morningstar Publications, Inc.
("Morningstar"), other competing universes, Money Magazine, U.S. News & World
Report, Business Week, Forbes Magazine, Fortune Magazine and CDA Investment
Technology, Inc. When comparing its performance to a market index, the Fund may
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<PAGE> 69
refer to various statistical measures derived from the historic performance of
the Fund and the index, such as standard deviation and beta. As with other
performance data, performance comparisons should not be considered indicative of
the Fund's relative performance for any future period. From time to time, the
Fund may include its Morningstar risk-adjusted performance rating in
advertisements or supplemental sales literature. The Fund may from time to time
quote in advertisements or other materials other applicable measures of
performance and may also make reference to awards that may be given to the
Investment Adviser.
GENERAL INFORMATION
DESCRIPTION OF SHARES
The Corporation is a Maryland corporation incorporated on April 24, 1998.
It has an authorized capital of 11,000,000,000 shares of Common Stock, par value
$.0001 per share, of which the Fund is authorized to issue 100,000,000 shares of
each of Class I, Class A, Class B and Class C.
Shareholders are entitled to one vote for each full share held and
fractional votes for fractional shares held in the election of Directors (to the
extent hereinafter provided) and on other matters submitted to the vote of
shareholders, except that shareholders of the class bearing distribution
expenses as provided above shall have exclusive voting rights with respect to
matters relating to such distribution expenditures (except that Class B
shareholders may vote upon any material changes to expenses charged under the
Class A Distribution Plan). Voting rights are not cumulative, so that the
holders of more than 50% of the shares voting in the election of Directors can,
if they choose to do so, elect all the Directors of the Corporation, in which
event the holders of the remaining shares would be unable to elect any person as
a Director.
There normally will be no meeting of shareholders for the purpose of
electing Directors unless and until such time as less than a majority of the
Directors holding office have been elected by the shareholders, at which time
the Directors then in office will call a shareholders' meeting for the election
of Directors. Shareholders may, in accordance with the terms of the By-Laws,
cause a meeting of shareholders to be held for the purpose of voting on the
removal of Directors. Also, the Corporation will be required to call a special
meeting of shareholders in accordance with the requirements of the Investment
Company Act to seek approval of new management and advisory arrangements, of a
material increase in account maintenance fees or of a change in fundamental
policies, objectives or restrictions. Except as set forth above, the Directors
shall continue to hold office and appoint successor Directors. Each issued and
outstanding share is entitled to participate equally in dividends and
distributions declared and in net assets upon liquidation or dissolution
remaining after satisfaction of outstanding liabilities, except for any expenses
which may be attributable to only one Class. Shares issued are fully-paid and
non-assessable by the Corporation or the Fund.
The Trust consists of twenty-seven portfolios and is organized as a
Delaware Business Trust. Whenever the Fund is requested to vote on any matter
relating to the Portfolio, the Corporation will hold a meeting of the Fund's
shareholders and will cast its vote as instructed by the Fund's shareholders.
FAM provided the initial capital for the Fund by purchasing 10,000 shares
of the Fund, for an aggregate of $100,000. Such shares were acquired for
investment and can only be disposed of by redemption. To the extent the
organizational expenses of the Corporation are paid by the Corporation they will
be expensed and immediately charged to net asset value. See "Determination of
Net Asset Value."
Prior to the offering of the Fund's shares, FAM will be the Fund's sole
shareholder and deemed a controlling person of the Fund.
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<PAGE> 70
COMPUTATION OF OFFERING PRICE PER SHARE
An illustration of the computation of the offering price for Class I, Class
A, Class B and Class C shares of the Fund based on the projected value of the
Fund's estimated net assets and projected number of shares outstanding on the
date its shares are offered for sale to public investors is as follows:
<TABLE>
<CAPTION>
CLASS I CLASS A CLASS B CLASS C
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net Assets........................ $50,000,000 $50,000,000 $50,000,000 $50,000,000
=========== =========== =========== ===========
Number of Shares Outstanding...... 5,000,000 5,000,000 5,000,000 5,000,000
=========== =========== =========== ===========
Net Asset Value Per Share (net
assets divided by number of
shares outstanding)............. $ 10.00 $ 10.00 $ 10.00 $ 10.00
Sales Charge (for Class I and
Class A Shares: 5.25% of
Offering Price (5.54% of net
amount invested))*.............. 55 55 ** **
----------- ----------- ----------- -----------
Offering Price.................... $ 10.55 $ 10.55 $ 10.00 $ 10.00
=========== =========== =========== ===========
</TABLE>
- ---------------
* 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. See "Account Choices -- Class B and Class
C shares -- Deferred Sales Charge Options" in the Prospectus and "Redemption
of Shares -- Deferred Sales Charges -- Class B and Class C Shares" herein.
INDEPENDENT AUDITORS
Deloitte & Touche LLP, 117 Campus Drive, Princeton, New Jersey 08540, has
been selected as the independent auditors of the Fund. The independent auditors
are responsible for auditing the annual financial statements of the Fund.
CUSTODIAN
Brown Brothers Harriman & Co., 40 Water Street, Boston, Massachusetts
02109, acts as the custodian of the Fund's assets. Under its contract with the
Fund, the Custodian is authorized to establish separate accounts in foreign
currencies and to cause foreign securities owned by the Fund to be held in its
offices outside the United States and with certain foreign banks and securities
depositories. The custodian is responsible for safeguarding and controlling the
Fund's cash and securities, handling the receipt and delivery of securities and
collecting interest and dividends on the Fund's investments.
TRANSFER AGENT
Financial Data Services, Inc., 4800 Deer Lake Drive East, Jacksonville,
Florida 32246-6484, which is a wholly owned subsidiary of ML & Co., acts as the
Fund's Transfer Agent pursuant to a transfer agency, dividend disbursing agency
and shareholder servicing agency agreement (the "Transfer Agency Agreement").
The Transfer Agent is responsible for the issuance, transfer and redemption of
shares and the opening, maintenance and servicing of shareholder accounts.
LEGAL COUNSEL
Swidler Berlin Shereff Friedman, LLP, 919 Third Avenue, New York, New York
10022, is counsel for the Fund.
REPORTS TO SHAREHOLDERS
The Fund sends to its shareholders at least semi-annually reports showing
the Fund's portfolio and other information. An annual report, containing
financial statements audited by independent auditors, is sent to
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<PAGE> 71
shareholders each year. After the end of each year, shareholders will receive
Federal income tax information regarding dividends and capital gains
distributions.
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 Corporation has filed with the Commission,
Washington, D.C., under the Securities Act and the Investment Company Act, to
which reference is hereby made.
------------------------
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APPENDIX A
INVESTMENT POLICIES INVOLVING THE USE OF INDEXED
SECURITIES, OPTIONS, FUTURES, SWAPS AND FOREIGN EXCHANGE
The Fund and the Portfolio are authorized to use certain derivative
instruments, including indexed and inverse securities, options, futures, and
swaps, and to purchase and sell foreign currency, as described below. Such
instruments are referred to collectively herein as "Strategic Instruments."
Although certain risks are involved in options and futures transactions (as
defined below in "Risk Factors in Options, Futures and Currency Instruments"),
the Investment Adviser believes that, because the Fund will generally engage in
these transactions, if at all, for hedging purposes, including anticipatory
hedges (other than options on securities that may be used to seek increased
return), the options and futures portfolio strategies of the Fund will not
subject the Fund to the risks frequently associated with the speculative use of
options and futures transactions. While the Fund's use of hedging strategies is
intended to reduce the volatility of the net asset value of Fund shares, the
Fund's net asset value will fluctuate. There can be no assurance that the Fund's
hedging transactions will be effective. Furthermore, the Fund will engage in
hedging activities, if at all, only from time to time and may not necessarily be
engaging in hedging activities when movements in the equity markets, interest
rates or currency exchange rates occur. The Fund is not required to enter into
hedging transactions and may choose not to do so.
INDEXED AND INVERSE SECURITIES
The Fund may invest in securities the potential return of which is based on
the change in particular measurements of value or rate (an "index"). As an
illustration, the Fund may invest in a debt security that pays interest and
returns principal based on the change in the value of a securities index or a
basket of securities, or based on the relative changes of two indices. In
addition, the Fund may invest in securities the potential return of which is
based inversely on the change in an index. For example, the Fund may invest in
securities that pay a higher rate of interest when a particular index decreases
and pay a lower rate of interest (or do not fully return principal) when the
value of the index increases. If the Fund invests in such securities, it may be
subject to reduced or eliminated interest payments or loss of principal in the
event of an adverse movement in the relevant index or indices. Furthermore,
where such a security includes a contingent liability, in the event of such an
adverse movement, the Fund may be required to pay substantial additional margin
to maintain the position.
Certain indexed and inverse securities may have the effect of providing
investment leverage because the rate of interest or amount of principal payable
increases or decreases at a rate that is a multiple of the changes in the
relevant index. As a consequence, the market value of such securities may be
substantially more volatile than the market values of other debt securities. The
Fund believes that indexed and inverse securities may provide portfolio
management flexibility that permits the Fund to seek enhanced returns, hedge
other portfolio positions or vary the degree of portfolio leverage with greater
efficiency than would otherwise be possible under certain market conditions.
OPTIONS ON SECURITIES AND SECURITIES INDICES
Purchasing Options. The Fund is authorized to purchase put options on
equity securities held in its portfolio or securities indices the performance of
which is substantially replicated by securities held in its portfolio. When the
Fund purchases a put option, in consideration for an upfront payment (the
"option premium") the Fund acquires a right to sell to another party specified
securities owned by the Fund at a specified price (the "exercise price") on or
before a specified date (the "expiration date"), in the case of an option on
securities, or to receive from another party a payment based on the amount a
specified securities index declines below a specified level on or before the
expiration date, in the case of an option on a securities index. The purchase of
a put option limits the Fund's risk of loss in the event of a decline in the
market value of the portfolio holdings underlying the put option prior to the
option's expiration date. If the market value of the portfolio holdings
associated with the put option increases rather than decreases, however, the
Fund will
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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.
The Fund is also authorized to purchase call options on securities it
intends to purchase or securities indices the performance of which substantially
replicates the performance of the types of securities it intends to purchase.
When the Fund purchases a call option, in consideration for the option premium
the Fund acquires a right to purchase from another party specified securities at
the exercise price on or before the expiration date, in the case of an option on
securities, or to receive from another party a payment based on the amount a
specified securities index increases beyond a specified level on or before the
expiration date, in the case of an option on a securities index. The purchase of
a call option may protect the Fund from having to pay more for a security as a
consequence of increases in the market value for the security during a period
when the Fund is contemplating its purchase, in the case of an option on a
security, or attempting to identify specific securities in which to invest in a
market the Fund believes to be attractive, in the case of an option on an index
(an "anticipatory hedge"). In the event the Fund determines not to purchase a
security underlying a call option, however, the Fund may lose the entire option
premium.
The Fund is also authorized to purchase put or call options in connection
with closing out put or call options it has previously sold.
Writing Options. The Fund is authorized to write (i.e., sell) call options
on securities held in its portfolio or securities indices the performance of
which is substantially replicated by securities held in its portfolio. When the
Fund writes a call option, in return for an option premium the Fund is legally
obligated to sell specified securities owned by the Fund at the exercise price
on or before the expiration date, in the case of an option on securities, or to
pay to another party an amount based on any gain in a specified securities index
beyond a specified level on or before the expiration date, in the case of an
option on a securities index, however much the exercise price exceeds the market
price. The Fund may write call options to earn income through the receipt of
option premiums. In the event the party to which the Fund has written an option
fails to exercise its rights under the option because the value of the
underlying securities is less than the exercise price, the Fund will partially
offset any decline in the value of the underlying securities through the receipt
of the option premium. By writing a call option, however, the Fund limits its
ability to sell the underlying securities, and gives up the opportunity to
profit from any increase in the value of the underlying securities beyond the
exercise price, while the option remains outstanding.
The Fund may also write put options on securities or securities indices.
When the Fund writes a put option, in return for an option premium the Fund
gives another party the right to sell to the Fund a specified security at the
exercise price on or before the expiration date, in the case of an option on a
security, or agrees to pay to another party an amount based on any decline in a
specified securities index below a specified level on or before the expiration
date, in the case of an option on a securities index. The Fund may write put
options to earn income through the receipt of option premiums. In the event the
party to which the Fund has written an option fails to exercise its right under
the option because the value of the underlying securities is greater than the
exercise price, the Fund will profit by the amount of the option premium. By
writing a put option, however, the Fund will be obligated to purchase the
underlying security at a price that may be higher than the market value of the
security at the time of exercise as long as the put option is outstanding, in
the case of an option on a security, or make a cash payment reflecting any
decline in the index, in the case of an option on an index. Accordingly, when
the Fund writes a put option it is exposed to a risk of loss in the event the
value of the underlying securities falls below the exercise price, which loss
potentially may substantially exceed the amount of option premium received by
the Fund for writing the put option. The Fund will write a put option on a
security or a securities index only if the Fund would be willing to purchase the
security at the exercise price for investment purposes (in the case of an option
on a security) or is writing the put in connection with trading strategies
involving combinations of options -- for example, the sale and purchase of
options with identical expiration dates on the same security or index but
different exercise prices (a technique called a "spread").
The Fund is also authorized to sell put or call options in connection with
closing out call or put options it has previously purchased.
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Other than with respect to closing transactions, the Fund will write only
call or put options that are "covered." A put option will be considered covered
if the Fund has segregated assets with respect to such option in the manner
described in "Risk Factors in Options, Futures and Currency Instruments" below.
A call option will be considered covered if the Fund owns the securities it
would be required to deliver upon exercise of the option (or, in the case of an
option on a securities index, securities that substantially correlate with the
performance of such index) or owns a call option, warrant or convertible
instrument that is immediately exercisable for, or convertible into, such
security.
Types of Options. The Fund may engage in transactions in options on
securities or securities indices, on exchanges and in the 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 risk of counterparty default. See "Additional Risk Factors of OTC
Transactions; Limitations on the Use of OTC Strategic Instruments" below.
FUTURES
The Fund may engage in transactions in futures and options thereon. Futures
are standardized, exchange-traded contracts that obligate a purchaser to take
delivery, and a seller to make delivery, of a specific amount of a commodity at
a specified future date at a specified price. No price is paid upon entering
into a futures contract. Rather, upon purchasing or selling a futures contract,
the Fund is required to deposit collateral ("margin") equal to a percentage
(generally less than 10%) of the contract value with the Futures Commission
Merchants (the "FCM") effecting the Fund's exchanges or in a third-party account
with the Fund's Custodian. Each day thereafter until the futures position is
closed, the Fund will pay additional margin representing any loss experienced as
a result of the futures position the prior day or be entitled to a payment
representing any profit experienced as a result of the futures position the
prior day. Whether the margin is deposited with the FCM or with the Custodian,
the margin may be deemed to be in the FCM's custody, and, consequently, in the
event of default due to the FCM's bankruptcy, the margin may be subject to pro
rata treatment as the FCM's assets, which could result in potential losses to
the Fund and its shareholders. Even if a transaction is profitable, the Fund may
not get back the same assets which were deposited as margin or may receive
payment in cash.
The sale of a futures contract limits the Fund's risk of loss through a
decline in the market value of portfolio holdings correlated with the futures
contract prior to the futures contract's expiration date. In the event the
market value of the portfolio holdings correlated with the futures contract
increases rather than decreases, however, the Fund will realize a loss on the
futures position and a lower return on the portfolio holdings than would have
been realized without the purchase of the futures contract.
The purchase of a futures contract may protect the Fund from having to pay
more for securities as a consequence of increases in the market value for such
securities during a period when the Fund was attempting to identify specific
securities in which to invest in a market the Fund believes to be attractive. In
the event that such securities decline in value or the Fund determines not to
complete an anticipatory hedge transaction relating to a futures contract,
however, the Fund may realize a loss relating to the futures position.
The Fund will limit transactions in futures and options on futures to
financial futures contracts (i.e., contracts for which the underlying commodity
is a currency or securities or interest rate index) purchased or sold for
hedging purposes (including anticipatory hedges). The Fund will further limit
transactions in futures and options on futures to the extent necessary to
prevent the Fund from being deemed a "commodity pool operator" under regulations
of the Commodity Futures Trading Commission. The Fund will only engage in
futures and options transactions from time to time. The Fund is under no
obligation to use such transactions and may choose not to do so.
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SWAPS
The Fund is authorized to enter into equity swap agreements, which are OTC
contracts in which one party agrees to make periodic payments based on the
change in market value of a specified equity security, basket of equity
securities or equity index in return for periodic payments based on a fixed or
variable interest rate or the change in market value of a different equity
security, basket of equity securities or equity index. Swap agreements may be
used to obtain exposure to an equity or market without owning or taking physical
custody of securities.
The Fund will enter into a swap transaction only if, immediately following
the time the Fund enters into the transaction, the aggregate notional principal
amount of swap transactions to which the Fund is a party would not exceed 5% of
the Fund's net assets.
FOREIGN EXCHANGE TRANSACTIONS
The Fund may engage in spot and forward foreign exchange transactions and
currency swaps, purchase and sell options on currencies and purchase and sell
currency futures and related options thereon (collectively, "Currency
Instruments") for purposes of hedging against the decline in the value of
currencies in which its portfolio holdings are denominated against the U.S.
dollar.
Forward foreign exchange transactions are OTC contracts to purchase or sell
a specified amount of a specified currency or multinational currency unit at a
price and future date set at the time of the contract. Spot foreign exchange
transactions are similar but require current, rather than future, settlement.
The Fund will enter into foreign exchange transactions only for purposes of
hedging either a specific transaction or a portfolio position. The Fund may
enter into a foreign exchange transaction for purposes of hedging a specific
transaction by, for example, purchasing a currency needed to settle a security
transaction at a future date or selling a currency in which the Fund has
received or anticipates receiving a dividend or distribution. The Fund may enter
into a foreign exchange transaction for purposes of hedging a portfolio position
by selling forward a currency in which a portfolio position of the Fund is
denominated or by purchasing a currency in which the Fund anticipates acquiring
a portfolio position in the near future. The Fund may also hedge portfolio
positions through currency swaps, which are transactions in which one currency
is simultaneously bought for a second currency on a spot basis and sold for the
second currency on a forward basis.
The Fund may also hedge against the decline in the value of a currency
against the U.S. dollar through use of currency futures or options thereon.
Currency futures are similar to forward foreign exchange transactions except
that futures are standardized, exchange-traded contracts. See "Futures" above.
The Fund may also hedge against the decline in the value of a currency
against the U.S. dollar through the use of currency options. Currency options
are similar to options on securities, but in consideration for an option premium
the writer of a currency option is obligated to sell (in the case of a call
option) or purchase (in the case of a put option) a specified amount of a
specified currency on or before the expiration date for a specified amount of
another currency. The Fund may, 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 demonstrably
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.
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 that it owns (including receivables for unsettled securities sales),
or has committed to or anticipates purchasing, which are denominated in such
currency.
Risk Factors in Hedging Foreign Currency. While the Fund's use of Currency
Instruments to effect hedging strategies is intended to reduce the volatility of
the net asset value of the Fund's shares, the net asset value of the Fund's
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
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risk that anticipated currency movements may not be accurately predicted and the
Fund's hedging strategies may be ineffective. To the extent that the Fund hedges
against anticipated currency movements that do not occur, the Fund may realize
losses, and decrease its total return, as the result of its hedging
transactions. Furthermore, the Fund will only engage in hedging activities from
time to time and may not be engaging in hedging activities when movements in
currency exchange rates occur. It may not be possible for the Fund to hedge
against currency exchange rate movements, even if correctly anticipated, in the
event that (i) the currency exchange rate movement is so generally anticipated
that the Fund is not able to enter into a hedging transaction at an effective
price, or (ii) the currency exchange rate movement relates to a market with
respect to which Currency Instruments are not available or in which their
availability is limited (such as certain emerging markets) and it is not
possible to engage in effective foreign currency hedging.
RISK FACTORS IN OPTIONS, FUTURES AND CURRENCY INSTRUMENTS
Use of Strategic Instruments for hedging purposes involves the risk of
imperfect correlation in movements in the value of the Strategic Instruments and
the value of the instruments being hedged. If the value of the Strategic
Instruments moves more or less than the value of the hedged instruments, the
Fund will experience a gain or loss that will not be completely offset by
movements in the value of the hedged instruments.
The Fund intends to enter into transactions involving Strategic Instruments
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 Strategic Instruments." However,
there can be no assurance that, at any specific time, either a liquid secondary
market will exist for a Strategic Instrument or the Fund will otherwise be able
to sell such instrument at an acceptable price. Therefore, it may not be
possible to close a position in a Strategic Instrument without incurring
substantial losses, if at all.
Certain transactions in Strategic Instruments (e.g., forward foreign
exchange transactions, futures transactions, sales of put options) may expose
the Fund to potential losses that exceed the amount originally invested by the
Fund in such instruments. When the Fund engages in such a transaction, the Fund
will deposit in a segregated account at its custodian liquid securities with a
value at least equal to the Fund's exposure, on a mark-to-market basis, to the
transaction (as calculated pursuant to requirements of the Commission). Such
segregation will ensure that the Fund has assets available to satisfy its
obligations with respect to the transactions, but will not limit the Fund's
exposure to loss.
ADDITIONAL RISK FACTORS OF OTC TRANSACTIONS; LIMITATIONS ON THE USE OF OTC
STRATEGIC INSTRUMENTS
Certain Strategic Instruments traded in OTC markets, including indexed
securities, swaps and OTC options, may be substantially less liquid than other
instruments in which the Fund may invest. The absence of liquidity may make it
difficult or impossible for the Fund to sell such instruments promptly at an
acceptable price. The absence of liquidity may also make it more difficult for
the Fund to ascertain a market value for such instruments. The Fund will
therefore acquire illiquid OTC instruments (i) if the agreement pursuant to
which the instrument is purchased contains a formula price at which the
instrument may be terminated or sold, or (ii) for which the Investment Adviser
anticipates the Fund can receive on each business day at least two independent
bids or offers, unless a quotation from only one dealer is available, in which
case that dealer's quotation may be used.
Because Strategic Instruments traded in OTC markets are not guaranteed by
an exchange or clearing corporation and generally do not require payment of
margin, to the extent that the Fund has unrealized gains in such instruments or
has deposited collateral with its counterparty, the Fund is at risk that its
counterparty will become bankrupt or otherwise fail to honor its obligations.
The Fund will attempt to minimize the risk that a counterparty will default by
engaging in transactions in Strategic Instruments traded in OTC markets only
with financial institutions that have a credit rating of AA- or better from
Standard & Poor's, or Aa3 or better from Moody's, or AA or better of Fitch.
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ADDITIONAL LIMITATIONS ON THE USE OF STRATEGIC INSTRUMENTS
The Fund may not use any Strategic Instrument to gain exposure to an asset
or class of assets that it would be prohibited by its investment restrictions
from purchasing directly.
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APPENDIX B
RATINGS OF FIXED INCOME SECURITIES
DESCRIPTION OF MOODY'S INVESTORS SERVICES, INC.'S CORPORATE DEBT RATINGS
<TABLE>
<S> <C>
Aaa Bonds that are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk
and are generally referred to as "gilt edge." Interest
payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various
protective elements are likely to change, such changes as
can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa Bonds that are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise
what are generally known as high grade bonds. They are rated
lower than the best bonds because margins of protection may
not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may
be other elements present that make the long-term risks
appear somewhat larger than in Aaa securities.
A Bonds that are rated A possess many favorable investment
attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and
interest are considered adequate, but elements may be
present that suggest a susceptibility to impairment sometime
in the future.
Baa Bonds that are rated Baa are considered as medium grade
obligations; i.e., they are neither highly protected nor
poorly secured. Interest payments and principal security
appear adequate for the present but certain protective
elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have
speculative characteristics as well.
Ba Bonds that are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured.
Often the protection of interest and principal payments may
be very moderate, and therefore not well safeguarded during
both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B Bonds that are rated B generally lack characteristics of
desirable investments. Assurance of interest and principal
payments or of maintenance of other terms of the contract
over any long period of time may be small.
Caa Bonds that are rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger
with respect to principal or interest.
Ca Bonds that are rated Ca represent obligations that are
speculative in a high degree. Such issues are often in
default or have other marked shortcomings.
C Bonds that are rated C are the lowest rated bonds, and
issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.
</TABLE>
Note: Moody's may apply numerical modifiers 1, 2 and 3 in each generic
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking, and the modifier
3 indicates that the issue ranks in the lower end of its generic category.
DESCRIPTION OF MOODY'S COMMERCIAL PAPER RATINGS
The term "commercial paper" as used by Moody's means promissory obligations
not having an original maturity in excess of nine months. Moody's makes no
representations as to whether such commercial paper is by any other definition
"commercial paper" or is exempt from registration under the Securities Act of
1933, as amended (the "Securities Act").
Moody's commercial paper ratings are opinions of the ability of issuers to
repay punctually promissory obligations not having an original maturity in
excess of nine months. Moody's makes no representation that such obligations are
exempt from registration under the Securities Act, nor does it represent that
any specific
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note is a valid obligation of a rated issuer or issued in conformity with any
applicable law. Moody's employs the following three designations, all judged to
be investment grade, to indicate the relative repayment capacity of rated
issuers:
Issuers rated Prime-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations.
Prime-1 repayment capacity will normally be evidenced by the following
characteristics:
- Leading market positions in well-established industries
- High rates of return on funds employed
- Conservative capitalization structures with moderate reliance on
debt and ample asset protection
- Broad margins in earnings coverage of fixed financial charges and
higher internal cash generation
- Well established access to a range of financial markets and assured
sources of alternate liquidity
Issuers rated Prime-2 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory obligations. This
will normally be evidenced by many of the characteristics cited above but
to a lesser degree. Earnings trends and coverage ratios, while sound, will
be more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.
Issuers rated Prime-3 (or related supporting institutions) have an
acceptable capacity for repayment of short-term promissory obligations. The
effect of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in changes
in level of debt protection measurements and the requirement for relatively
high financial leverage. Adequate alternative liquidity is maintained.
Issuers rated Not Prime do not fall within any of the Prime rating
categories.
If an issuer represents to Moody's that its commercial paper obligations
are supported by the credit of another entity or entities, then the name or
names of such supporting entity or entities are listed within parentheses
beneath the name of the issuer, or there is a footnote referring the reader to
another page for the name or names of the supporting entity or entities. In
assigning ratings to such issuers, Moody's evaluates the financial strength of
the indicated affiliated corporations, commercial banks, insurance companies,
foreign governments or other entities, but only as one factor in the total
rating assessment. Moody's makes no representation and gives no opinion on the
legal validity or enforceability of any support arrangement. You are cautioned
to review with your counsel any questions regarding particular support
arrangements.
DESCRIPTION OF MOODY'S PREFERRED STOCK RATINGS
Because of the fundamental differences between preferred stocks and bonds,
a variation of the bond rating symbols is being used in the quality ranking of
preferred stocks. The symbols, presented below, are designed to avoid comparison
with bond quality in absolute terms. It should always be borne in mind that
preferred stocks occupy a junior position to bonds within a particular capital
structure and that these securities are rated within the universe of preferred
stocks.
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Preferred stock rating symbols and their definitions are as follows:
<TABLE>
<S> <C>
aaa An issue that is rated "aaa" is considered to be a
top-quality preferred stock. This rating indicates good
asset protection and the least risk of dividend impairment
within the universe of preferred stocks.
aa An issue that is rated "aa" is considered a high-grade
preferred stock. This rating indicates that there is
reasonable assurance that earnings and asset protection will
remain relatively well maintained in the foreseeable future.
a An issue that is rated "a" is considered to be an
upper-medium grade preferred stock. While risks are judged
to be somewhat greater than in the "aaa" and "aa"
classifications, earnings and asset protection are,
nevertheless, expected to be maintained at adequate levels.
baa An issue that is rated "baa" is considered to be medium
grade, neither highly protected nor poorly secured. Earnings
and asset protection appear adequate at present but may be
questionable over any great length of time.
ba An issue that is rated "ba" is considered to have
speculative elements and its future cannot be considered
well assured. Earnings and asset protection may be very
moderate and not well safeguarded during adverse periods.
Uncertainty of position characterizes preferred stocks in
this class.
b An issue that is rated "b" generally lacks the
characteristics of a desirable investment. Assurance of
dividend payments and maintenance of other terms of the
issue over any long period of time may be small.
caa An issue that is rated "caa" is likely to be in arrears on
dividend payments. This rating designation does not purport
to indicate the future status of payments.
ca An issue that is rated "ca" is speculative in a high degree
and is likely to be in arrears on dividends with little
likelihood of eventual payment.
c This is the lowest rated class of preferred or preference
stock. Issues so rated can be regarded as having extremely
poor prospects of ever attaining any real investment
standing.
</TABLE>
Note: Moody's may apply numerical modifiers 1, 2 and 3 in each rating
classification from "aa" through "b" in its preferred stock rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.
DESCRIPTION OF STANDARD & POOR'S CORPORATE DEBT RATINGS
A Standard & Poor's corporate or municipal rating is a current assessment
of the creditworthiness of an obligor with respect to a specific obligation.
This assessment may take into consideration obligers such as guarantors,
insurers or lessees.
The debt rating is not a recommendation to purchase, sell or hold a
security, inasmuch as it does not comment as to market price or suitability for
a particular investor.
The ratings are based on current information furnished by the issuer or
obtained by Standard & Poor's from other sources it considers reliable. Standard
& Poor's does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended or withdrawn as a result of changes in, or unavailability of, such
information, or for other reasons.
The ratings are based, in varying degrees, on the following considerations:
(1) likelihood of default-capacity and willingness of the obligor as to the
timely payment of interest and repayment of principal in accordance with the
terms of the obligation; (2) nature of and provisions of the obligation; and (3)
protection
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afforded by, and relative position of, the obligation in the event of
bankruptcy, reorganization or other arrangement under the laws of bankruptcy and
other laws affecting creditors' rights.
<TABLE>
<S> <C>
AAA Debt rated AAA has the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is
extremely strong.
AA Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the highest-rated issues
only in small degree.
A Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than debt in higher-rated categories.
BBB Debt rated BBB is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally
exhibits adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead
to a weakened capacity to pay interest and repay principal
for debt in this category than for debt in higher-rated
categories.
</TABLE>
Debt rated BB, B, CCC and C is regarded as having predominantly speculative
characteristics with respect to capacity to pay interest and repay principal. BB
indicates the least degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.
<TABLE>
<S> <C>
BB Debt rated BB has less near-term vulnerability to default
than other speculative grade debt. However, it faces major
ongoing uncertainties or exposure to adverse business,
financial or economic conditions that could lead to
inadequate capacity to meet timely interest and principal
payment. The BB rating category is also used for debt
subordinated to senior debt that is assigned an actual or
implied BBB- rating.
B Debt rated B has a greater vulnerability to default but
presently has the capacity to meet interest payments and
principal repayments. Adverse business, financial or
economic conditions would likely impair capacity or
willingness to pay interest or repay principal. The B rating
category is also used for debt subordinated to senior debt
that is assigned an actual or implied BB or BB- rating.
CCC Debt rated CCC has a current identifiable vulnerability to
default, and is dependent upon favorable business, financial
and economic conditions to meet timely payments of interest
and repayments of principal. In the event of adverse
business, financial or economic conditions, it is not likely
to have the capacity to pay interest and repay principal.
The CCC rating category is also used for debt subordinated
to senior debt that is assigned an actual or implied B or B-
rating.
CC The rating CC is typically applied to debt subordinated to
senior debt that is assigned an actual or implied CCC
rating.
C The rating C is typically applied to debt subordinated to
senior debt that is assigned an actual or implied CCC- debt
rating. The C rating may be used to cover a situation where
a bankruptcy petition has been filed but debt service
payments are continued.
CI The rating CI is reserved for income bonds on which no
interest is being paid.
D Debt rated D is in default. The D rating is assigned on the
day an interest or principal payment is missed. The D rating
also will be used upon the filing of a bankruptcy petition
if debt service payments are jeopardized.
</TABLE>
PLUS (+) OR MINUS (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
ratings categories.
PROVISIONAL RATINGS: The letter "p" indicates that the rating is
provisional. A provisional rating assumes the successful completion of the
project being financed by the debt being rated and indicates that payment of
debt service requirements is largely or entirely dependent upon the successful
and timely completion of the project. This rating, however, while addressing
credit quality subsequent to completion of the project, makes
B-4
<PAGE> 82
no comment on the likelihood or risk of default upon failure of such completion.
The investor should exercise judgment with respect to such likelihood and risk.
<TABLE>
<S> <C>
L The letter "L" indicates that the rating pertains to the
principal amount of those bonds to the extent that the
underlying deposit collateral is insured by the Federal
Savings & Loan Insurance Corp. or the Federal Deposit
Insurance Corp. and interest is adequately collateralized.
* Continuance of the rating is contingent upon Standard &
Poor's receipt of an executed copy of the escrow agreement
or closing documentation confirming investments and cash
flows.
NR Indicates that no rating has been requested, that there is
insufficient information on which to base a rating or that
Standard & Poor's does not rate a particular type of
obligation as a matter of policy.
</TABLE>
Debt obligations of issuers outside the United States and its territories
are rated on the same basis as domestic corporate and municipal issues. The
ratings measure the creditworthiness of the obligor but do not take into account
currency exchange and related uncertainties.
BOND INVESTMENT QUALITY STANDARDS: Under present commercial bank
regulations issued by the Comptroller of the Currency, bonds rated in the top
four categories ("AAA," "AA," "A," "BBB," commonly known as "investment grade"
ratings) are generally regarded as eligible for bank investment. In addition,
the laws of various states governing legal investments impose certain rating or
other standards for obligations eligible for investment by savings banks, trust
companies, insurance companies and fiduciaries generally.
DESCRIPTION OF STANDARD & POOR'S COMMERCIAL PAPER RATINGS
A Standard & Poor's commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days. Ratings are graded into four categories, ranging from "A" for the
highest quality obligations to "D" for the lowest. The four categories are as
follows:
<TABLE>
<S> <C>
A Issues assigned this highest rating are regarded as having
the greatest capacity for timely payment. Issues in this
category are delineated with the numbers 1, 2 and 3 to
indicate the relative degree of safety.
A-1 This designation indicates that the degree of safety
regarding timely payment is either overwhelming or very
strong. Those issues determined to possess overwhelming
safety characteristics are denoted with a plus (+) sign
designation.
A-2 Capacity for timely payment on issues with this designation
is strong. However, the relative degree of safety is not as
high as for issues designated "A-1."
A-3 Issues carrying this designation have a satisfactory
capacity for timely payment. They are, however, somewhat
more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher
designations.
B Issues rated "B" are regarded as having only adequate
capacity for timely payment. However, such capacity may be
damaged by changing conditions or short-term adversities.
C This rating is assigned to short-term debt obligations with
a doubtful capacity for payment.
D This rating indicates that the issue is either in default or
is expected to be in default upon maturity.
</TABLE>
The commercial paper rating is not a recommendation to purchase or sell a
security. The ratings are based on current information furnished to Standard &
Poor's by the issuer or obtained from other sources it considers reliable. The
ratings may be changed, suspended, or withdrawn as a result of changes in or
unavailability of such information.
DESCRIPTION OF STANDARD & POOR'S PREFERRED STOCK RATINGS
A Standard & Poor's preferred stock rating is an assessment of the capacity
and willingness of an issuer to pay preferred stock dividends and any applicable
sinking fund obligations. A preferred stock rating differs from a bond rating
inasmuch as it is assigned to an equity issue, which issue is intrinsically
different from, and subordinated to, a debt issue. Therefore, to reflect this
difference, the preferred stock rating symbol will
B-5
<PAGE> 83
normally not be higher than the bond rating symbol assigned to, or that would be
assigned to, the senior debt of the same issuer.
The preferred stock ratings are based on the following considerations:
<TABLE>
<S> <C>
I. Likelihood of payment-capacity and willingness of the issuer
to meet the timely payment of preferred stock dividends and
any applicable sinking fund requirements in accordance with
the terms of the obligation.
II. Nature of, and provisions of, the issue.
III. Relative position of the issue in the event of bankruptcy,
reorganization, or other arrangements affecting creditors'
rights.
AAA This is the highest rating that may be assigned by Standard
& Poor's to a preferred stock issue and indicates an
extremely strong capacity to pay the preferred stock
obligations.
AA A preferred stock issue rated "AA" also qualifies as a
high-quality fixed income security. The capacity to pay
preferred stock obligations is very strong, although not as
overwhelming as for issues rated "AAA."
A An issue rated "A" is backed by a sound capacity to pay the
preferred stock obligations, although it is somewhat more
susceptible to the adverse effects of changes in
circumstances and economic conditions.
BBB An issue rated "BBB" is regarded as backed by an adequate
capacity to pay the preferred stock obligations. Whereas it
normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more
likely to lead to a weakened capacity to make payments for a
preferred stock in this category than for issues in the "A"
category.
BB, Preferred stock rated "BB," "B," and "CCC" are regarded, on
B, balance, as predominantly speculative with respect to the
CCC issuer's capacity to pay preferred stock obligations. "BB"
indicates the lowest degree of speculation and "CCC" the
highest degree of speculation. While such issues will likely
have some quality and protection characteristics, these are
outweighed by large uncertainties or major risk exposures to
adverse conditions.
CC The rating "CC" is reserved for a preferred stock issue in
arrears on dividends or sinking fund payments but that is
currently paying.
C A preferred stock rated "C" is a non-paying issue.
D A preferred stock rated "D" is a non-paying issue in default
on debt instruments.
</TABLE>
NR indicates that no rating has been requested, that there is insufficient
information on which to base a rating, or that S&P does not rate a particular
type of obligation as a matter of policy.
PLUS (+) OR MINUS (-): To provide more detailed indications of preferred
stock quality, the ratings from "AA" to "CCC" may be modified by the addition of
a plus or minus sign to show relative standing within the major rating
categories.
The preferred stock ratings are not a recommendation to purchase or sell a
security, inasmuch as market price is not considered in arriving at the rating.
Preferred stock ratings are wholly unrelated to Standard & Poor's earnings and
dividend rankings for common stocks.
The ratings are based on current information furnished to Standard & Poor's
by the issuer, and obtained by Standard & Poor's from other sources it considers
reliable. The ratings may be changed, suspended, or withdrawn as a result of
changes in, or unavailability of, such information.
DESCRIPTION OF FITCH IBCA, INC.'S ("FITCH") INVESTMENT GRADE BOND RATINGS
Fitch investment grade bond ratings provide a guide to investors in
determining the credit risk associated with a particular security. The ratings
represent Fitch's assessment of the issuer's ability to meet the obligations of
a specific debt issue or class of debt in a timely manner.
B-6
<PAGE> 84
The rating takes into consideration special features of the issue, its
relationship to other obligations of the issuer, the current and prospective
financial condition and operating performance of the issuer and of any
guarantor, as well as the economic and political environment that might affect
the issuer's future financial strength and credit quality.
Fitch ratings do not reflect any credit enhancement that may be provided by
insurance policies or financial guaranties unless otherwise indicated.
Bonds carrying the same rating are of similar but not necessarily identical
credit quality since the rating categories do not fully reflect small
differences in the degrees of credit risk.
Fitch ratings are not recommendations to buy, sell, or hold any security.
Ratings do not comment on the adequacy of market price, the suitability of any
security for a particular investor, or the tax-exempt nature or taxability of
payments made in respect of any security.
Fitch ratings are based on information obtained from issuers, other
obligors, underwriters, their experts, and other sources Fitch believes to be
reliable. Fitch does not audit or verify the truth or accuracy of such
information. Ratings may be changed, suspended, or withdrawn as a result of
changes in, or the unavailability of, information or for other reasons.
<TABLE>
<S> <C>
AAA Bonds considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong
ability to pay interest and repay principal, which is
unlikely to be affected by reasonably foreseeable events.
AA Bonds considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and
repay principal is very strong, although not quite as strong
as bonds rated "AAA." Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these
issuers is generally rated "F-1+."
A Bonds considered to be investment grade and of satisfactory
credit quality. The obligor's ability to pay interest and
repay principal is considered to be strong, but may be more
vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB Bonds considered to be investment grade and of satisfactory
credit quality. The obligor's ability to pay interest and
repay principal is considered to be adequate. Adverse
changes in economic conditions and circumstances, however,
are more likely to have adverse impact on these bonds, and
therefore, impair timely payment. The likelihood that the
ratings of these bonds will fall below investment grade is
higher than for bonds with higher ratings.
</TABLE>
PLUS (+) OR MINUS (-): Plus and minus signs are used with a rating symbol
to indicate the relative position of a credit within the rating category. Plus
and minus signs, however, are not used in the "AAA" category.
<TABLE>
<S> <C>
NR Indicates that Fitch does not rate the specific issue.
Conditional A conditional rating is premised on the successful
completion of a project or the occurrence of a specific
event.
Suspended A rating is suspended when Fitch deems the amount of
information available from the issuer to be inadequate for
rating purposes.
Withdrawn A rating will be withdrawn when an issue matures or is
called or refinanced and, at Fitch's discretion, when an
issuer fails to furnish proper and timely information.
FitchAlert Ratings are placed on FitchAlert to notify investors of an
occurrence that is likely to result in a rating change and
the likely direction of such change. These are designated as
"Positive" indicating a potential upgrade, "Negative," for
potential downgrade, or "Evolving," where ratings may be
raised or lowered. FitchAlert is relatively short-term, and
should be resolved within 12 months.
</TABLE>
B-7
<PAGE> 85
Ratings Outlook: An outlook is used to describe the most likely direction
of any rating change over the intermediate term. It is described as "Positive"
or "Negative." The absence of a designation indicates a stable outlook.
DESCRIPTION OF FITCH SPECULATIVE GRADE BOND RATINGS
Fitch speculative grade bond ratings provide a guide to investors in
determining the credit risk associated with a particular security. The ratings
("BB" to "C") represent Fitch's assessment of the likelihood of timely payment
of principal and interest in accordance with the terms of obligation for bond
issues not in default. For defaulted bonds, the rating ("DDD" to "D") is an
assessment of the ultimate recovery value through reorganization or liquidation.
The rating takes into consideration special features of the issue, its
relationship to other obligations of the issuer, the current and prospective
financial condition and operating performance of the issuer and any guarantor,
as well as the economic and political environment that might affect the issuer's
future financial strength.
Bonds that have the same rating are of similar but not necessarily
identical credit quality since rating categories cannot fully reflect the
differences in degrees of credit risk.
<TABLE>
<S> <C>
BB Bonds are considered speculative. The obligor's ability to
pay interest and repay principal may be affected over time
by adverse economic changes. However, business and financial
alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.
B Bonds are considered highly speculative. While bonds in this
class are currently meeting debt service requirements, the
probability of continued timely payment of principal and
interest reflects the obligor's limited margin of safety and
the need for reasonable business and economic activity
throughout the life of the issue.
CCC Bonds have certain identifiable characteristics which, if
not remedied, may lead to default. The ability to meet
obligations requires an advantageous business and economic
environment.
CC Bonds are minimally protected. Default in payment of
interest and/or principal seems probable over time.
C Bonds are in imminent default in payment of interest or
principal.
DDD Bonds are in default on interest and/or principal payments.
DD Such bonds are extremely speculative and should be valued on
D the basis of their ultimate recovery value in liquidation or
reorganization of the obligor. "DDD" represents the highest
potential for recovery on these bonds, and "D" represents
the lowest potential for recovery.
</TABLE>
PLUS (+) OR MINUS (-): Plus and minus signs are used with a rating symbol
to indicate the relative position of a credit within the rating category. Plus
and minus signs, however, are not used in the "DDD," "DD," or "D" categories.
DESCRIPTION OF FITCH INVESTMENT GRADE SHORT-TERM RATINGS
Fitch's short-term ratings apply to debt obligations that are payable on
demand or have original maturities of generally up to three years, including
commercial paper, certificates of deposit, medium-term notes, and municipal and
investment notes.
The short-term rating places greater emphasis than a long-term rating on
the existence of liquidity necessary to meet the issuer's obligations in a
timely manner.
Fitch short-term ratings are as follows:
<TABLE>
<S> <C>
F-1+ Exceptionally Strong Credit Quality. Issues assigned this
rating are regarded as having the strongest degree of
assurance for timely payment.
F-1 Very Strong Credit Quality. Issues assigned this rating
reflect an assurance of timely payment only slightly less in
degree than issues rated "F-1+."
</TABLE>
B-8
<PAGE> 86
<TABLE>
<S> <C>
F-2 Good Credit Quality. Issues assigned this rating have a
satisfactory degree of assurance for timely payment, but the
margin of safety is not as great as for issues assigned
"F-1+" and "F-1" ratings.
F-3 Fair Credit Quality. Issues assigned this rating have
characteristics suggesting that the degree of assurance for
timely payment is adequate, however, near-term adverse
changes could cause these securities to be rated below
investment grade.
F-S Weak Credit Quality. Issues assigned this rating have
characteristics suggesting a minimal degree of assurance for
timely payment and are vulnerable to near-term adverse
changes in financial and economic conditions.
D Default. Issues assigned this rating are in actual or
imminent payment default.
LOC The symbol "LOC" indicates that the rating is based on a
letter of credit issued by a commercial bank.
</TABLE>
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<PAGE> 87
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<PAGE> 88
CODE # 19072-0999
(C) Mercury Asset Management US
<PAGE> 89
PART C. OTHER INFORMATION
ITEM 23. EXHIBITS:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <S>
1(a) -- Articles of Incorporation of Registrant.(1)
1(b) -- Amended Articles of Incorporation of Registrant.(1)
1(c) -- Articles of Amendment of Registrant.(1)
1(d) -- Articles of Amendment of Registrant.(1)
1(e) -- Articles of Amendment of Registrant.(1)
1(f) -- Articles Supplementary of Registrant.(2)
1(g) -- Articles of Amendment of Registrant.(2)
2 -- Amended and Restated By-Laws of Registrant.(1)
3 -- Instrument Defining Rights of Shareholders. Incorporated
by reference to Exhibits 1 and 2 above.
4 -- Not Applicable.
5(a) -- Class I Distribution Agreement between Registrant and
Mercury Funds Distributor, a division of Princeton Funds
Distributor, Inc.(2)
5(b) -- Class A Distribution Agreement between Registrant and
Mercury Funds Distributor, a division of Princeton Funds
Distributor, Inc.(2)
5(c) -- Class B Distribution Agreement between Registrant and
Mercury Funds Distributor, a division of Princeton Funds
Distributor, Inc.(2)
5(d) -- Class C Distribution Agreement between Registrant and
Mercury Funds Distributor, a division of Princeton Funds
Distributor, Inc.(2)
6 -- None.
7 -- Custody Agreement between Registrant and Brown Brothers
Harriman & Co.(1)
8(a) -- Administration Agreement between Registrant and Fund
Asset Management, L.P.(2)
8(b) -- Transfer Agency, Dividend Disbursing Agency and
Shareholder Servicing Agency Agreement between Registrant
and Financial Data Services, Inc.(1)
8(c) -- License Agreement relating to Use of Name among Mercury
Asset Management International Ltd., Mercury Asset
Management Group Ltd. and Mercury Funds Distributor, a
division of Princeton Funds Distributor, Inc.(1)
8(d) -- License Agreement relating to Use of Name among Mercury
Asset Management International Ltd., Mercury Asset
Management Group Ltd. and Registrant.(1)
9 -- Consent of Swidler Berlin Shereff Friedman, LLP, counsel
for Registrant.
10 -- Consent of Deloitte & Touche LLP, independent auditors
for the Registrant.(2)
11 -- None.
12 -- Certificate of Fund Asset Management, L.P.(2)
13(a) -- Class A Distribution Plan and Class A Plan
Sub-Agreement.(2)
13(b) -- Class B Distribution Plan and Class B Plan
Sub-Agreement.(2)
13(c) -- Class C Distribution Plan and Class C Plan
Sub-Agreement.(2)
14 -- Not Applicable.
15(a) -- Rule 18f-3 Plan.(1)
15(b) -- Powers of Attorney for Officers, Directors and
Trustees.(1)
15(c) -- Powers of Attorney for Donald C. Burke.(3)
</TABLE>
- ---------------
(1) Incorporated by reference to identically numbered exhibit to the initial
Registration Statement on Form N-1A of the Mercury Global Balanced Fund
filed on February 12, 1999 (File No. 333-72239).
(2) To be filed by amendment.
(3) Incorporated by reference to identically numbered exhibit to Pre-Effective
Amendment No. 2 to the Registration Statement on Form N-1A of the Mercury
Global Balanced Fund filed on April 27, 1999 (File No. 333-72239).
C-1
<PAGE> 90
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
The Registrant has sold shares of its series, Mercury U.S. Small Cap Growth
Fund to Fund Asset Management, L.P. ("FAM"). Prior to the effective date of this
Registration Statement, Mercury Asset Management Master Trust will also sell
interests of its series, Mercury Master U.S. Small Cap Growth Portfolio to the
Registrant. Therefore, the Mercury Master U.S. Small Cap Growth Portfolio of
Mercury Asset Management Master Trust will be controlled by and under common
control with the Registrant.
ITEM 25. INDEMNIFICATION.
Reference is made to Article V of Registrant's Articles of Incorporation,
Article VI of Registrant's By-Laws and Section 2-418 of the Maryland General
Corporation Law.
Article VI of the By-Laws provides that each officer and Director of the
Registrant shall be indemnified by the Registrant to the full extent permitted
under the Maryland General Corporation Law, except that such indemnity shall not
protect any such person against any liability to the Registrant or any
stockholder thereof to which such person 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. Absent a court determination that
an officer or director seeking indemnification was not liable on the merits or
guilty of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office, the decision by the
Registrant to indemnify such person must be based upon the reasonable
determination by special legal counsel in a written opinion or the vote of a
quorum of the Directors who are neither "interested persons," as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor parties
to the proceeding ("non-party independent Directors"), after review of the
facts, that such officer or Director is not guilty of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office.
Each officer and Director of the Registrant claiming indemnification within
the scope of Article VI of the By-Laws shall be entitled to advances from the
Registrant for payment of the reasonable expenses incurred by him in connection
with proceedings to which he is a party in the manner and to the full extent
permitted under the Maryland General Corporation Law without a preliminary
determination as to his or her ultimate entitlement to indemnification (except
as set forth below); provided, however, that the person seeking indemnification
shall provide to the Registrant a written affirmation of his good faith belief
that the standard of conduct necessary for indemnification by the Registrant has
been met and a written undertaking to repay any such advance, if it should
ultimately be determined that the standard of conduct has not been met, and
provided further that at least one of the following additional conditions is
met: (a) the person seeking indemnification shall provide a security in form and
amount acceptable to the Registrant for his undertaking; (b) the Registrant is
insured against losses arising by reason of the advance; (c) a majority of a
quorum of non-party independent Directors, or independent legal counsel in a
written opinion, shall determine, based on a review of facts readily available
to the Registrant at the time the advance is proposed to be made, that there is
reason to believe that the person seeking indemnification will ultimately be
found to be entitled to indemnification.
The Registrant may purchase insurance on behalf of an officer or director
protecting such person to the full extent permitted under the General Laws of
the State of Maryland, from liability arising from his activities as officer or
Director of the Registrant. The Registrant, however, may not purchase insurance
on behalf of any officer or Director of the Registrant that protects or purports
to protect such person from liability to the Registrant or to its stockholders
to which such officer or director 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 Registrant may indemnify, make advances or purchase insurance to the
extent provided in Article VI of the By-Laws on behalf of an employee or agent
who is not an officer or Director of the Registrant.
In Section 9 of the Distribution Agreement relating to the securities being
offered hereby, the Registrant agrees to indemnify the Distributor and each
person, if any, who controls the Distributor within the meaning of
C-2
<PAGE> 91
the Securities Act of 1933, as amended (the "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 Act may be
permitted to Directors, officers and controlling persons of the Registrant and
the principal underwriter pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a Director, officer, or controlling person of the Registrant
and the principal underwriter in connection with the successful defense of any
action, suit or proceeding) is asserted by such Director, officer or controlling
person or the principal underwriter in connection with the shares being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Set forth below is a list of each executive officer and director of Fund
Asset Management, L.P. ("FAM"), of which the investment adviser is a division,
indicating each business, profession, vocation or employment of a substantial
nature in which each such person has been engaged since May 1997 for his own
account or in the capacity of director, officer, partner or trustee.
<TABLE>
<CAPTION>
OTHER SUBSTANTIAL BUSINESS,
NAME POSITIONS WITH FAM PROFESSION, VOCATION OR EMPLOYMENT
---- --------------------- ---------------------------------------
<S> <C> <C>
ML & Co............................. Limited Partner Financial Services Holding Company;
Limited Partner of Merrill Lynch Asset
Management, L.P. ("MLAM")
Fund Asset Management, Inc.......... Limited Partner Investment Advisory Service
Princeton Services.................. General Partner General Partner of MLAM
Jeffrey M. Peek..................... President President of MLAM; 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 Executive Vice President of MLAM;
President Executive Vice President and Director
of Princeton Services; President and
Director of Princeton Funds
Distributor, Inc.; Director of FDS;
President of Princeton Administrators,
L.P.
Gregory A. Bundy.................... Chief Operating Chief Operating Officer and Managing
Officer and Managing Director of MLAM; Chief Operating
Director Officer and Managing Director of
Princeton Services; Co-CEO of Merrill
Lynch Australia from 1997 to 1999
</TABLE>
C-3
<PAGE> 92
<TABLE>
<CAPTION>
OTHER SUBSTANTIAL BUSINESS,
NAME POSITIONS WITH FAM PROFESSION, VOCATION OR EMPLOYMENT
---- --------------------- ---------------------------------------
<S> <C> <C>
Donald C. Burke..................... Senior Vice President Senior Vice President and Treasurer of
and Treasurer MLAM since 1999; Senior Vice President
and Treasurer of Princeton Services;
Vice President of Princeton Funds
Distributor, Inc.; First Vice President
of MLAM from 1997 to 1999; Vice
President of MLAM from 1990 to 1997;
Director of Taxation of MLAM since 1990
Michael G. Clark.................... Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services;
Director and Treasurer of Princeton
Funds Distributor, Inc.
Robert C. Doll...................... Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services;
Chief Investment Officer of Oppenheimer
Funds, Inc. in 1999 and Executive Vice
President thereof from 1991 to 1999
Linda L. Federici................... Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services
Vincent R. Giordano................. Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services
Michael J. Hennewinkel.............. Senior Vice Senior Vice President, Secretary and
President, Secretary General Counsel of MLAM; Senior Vice
and General Counsel President of Princeton Services
Philip L. Kirstein.................. Senior Vice President Senior Vice President of MLAM; Senior
Vice President, General Counsel,
Director and Secretary of Princeton
Services
Debra W. Landsman-Yaros............. Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services;
Vice President of Princeton Funds
Distributor, Inc.
Joseph T. Monagle, Jr. ............. Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services
Brian A. Murdock.................... Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services;
Director of Princeton Funds
Distributor, Inc.
Gregory D. Upah..................... Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services
</TABLE>
C-4
<PAGE> 93
Mr. Glenn is President and Mr. Burke is Vice President and Treasurer of all
or substantially all of the investment companies described in the following two
paragraphs. Mr. Glenn is a director of such companies. Messrs. Giordano, Doll,
and Monagle are officers of one or more of such companies.
FAM, located at P.O. Box 9011, Princeton, New Jersey 08543-9011, 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,
Merrill Lynch Basic Value Fund, Inc., Merrill Lynch California Municipal Series
Trust, Merrill Lynch Corporate Bond Fund, Inc., Merrill Lynch Corporate High
Yield Fund, Inc., Merrill Lynch Emerging Tigers Fund, Inc., Merrill Lynch
Federal Securities Trust, 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 Phoenix Fund, Inc., Merrill Lynch Special Value Fund, Inc.,
Merrill Lynch World Income Fund, Inc. and The Municipal Fund Accumulation
Program, Inc.; and the following closed-end 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 1999,
Inc., Income Opportunities Fund 2000, Inc., Merrill Lynch Municipal Strategy
Fund, Inc., MuniAssets Fund, Inc., MuniEnhanced Fund, Inc., MuniHoldings Fund,
Inc., MuniHoldings Fund II, Inc., MuniHoldings Insured Fund Inc., MuniHoldings
Insured Fund II, Inc., MuniHoldings Insured Fund III, Inc., MuniHoldings
California Insured Fund, Inc., MuniHoldings California Insured Fund II, Inc.,
MuniHoldings California Insured Fund III, Inc., MuniHoldings California Insured
Fund IV, Inc., MuniHoldings California Insured Fund V, Inc., MuniHoldings
Michigan Insured Fund, Inc., MuniHoldings New York Insured Fund, Inc.,
MuniHoldings New York Insured Fund II, Inc., MuniHoldings New York Insured Fund
III, Inc., MuniHoldings New York Insured Fund IV, Inc., MuniHoldings New York
Fund, Inc., MuniHoldings Florida Insured Fund, MuniHoldings Florida Insured Fund
II, MuniHoldings Florida Insured Fund III, MuniHoldings Florida Insured Fund IV,
MuniHoldings Florida Insured Fund V, MuniHoldings New Jersey Insured Fund, Inc.,
MuniHoldings New Jersey Insured Fund II, Inc., MuniHoldings New Jersey Insured
Fund III, Inc., MuniHoldings New Jersey Insured Fund IV, Inc., MuniHoldings
Pennsylvania Insured Fund, MuniInsured Fund, Inc., MuniVest Fund, Inc., MuniVest
Fund II, Inc., MuniVest Florida Fund, MuniVest Michigan Insured Fund, Inc.,
MuniVest New Jersey Fund, Inc., MuniVest Pennsylvania Insured Fund, 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 New York Insured Fund II,
Inc., MuniYield Pennsylvania Fund, MuniYield Quality Fund, Inc., MuniYield
Quality Fund II, Inc., Senior High Income Portfolio, Inc., and Worldwide
DollarVest Fund, Inc.
MLAM, located at P.O. Box 9011, Princeton, New Jersey 08543-9011, acts as
investment adviser for the following open-end registered investment companies:
Merrill Lynch Adjustable Rate Securities Fund, Inc., Merrill Lynch Americas
Income Fund, Inc., Merrill Lynch Asset Builder Program, Inc., Merrill Lynch
Asset Growth Fund, Inc., Merrill Lynch Asset Income Fund, Inc., Merrill Lynch
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 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 Holdings, Inc., Merrill Lynch
Global Resources Trust, Merrill Lynch Global SmallCap Fund, Inc., Merrill Lynch
Global Technology Fund, Inc., Merrill Lynch Global Utility Fund, Inc., Merrill
Lynch Global Value Fund, Inc., Merrill Lynch Growth Fund, Merrill Lynch
Healthcare Fund, Inc., Merrill Lynch Intermediate Government Bond Fund, Merrill
Lynch International Equity Fund, Merrill Lynch Latin America Fund, Inc., Merrill
Lynch Middle East/Africa Fund, Inc., Merrill Lynch Municipal Series Trust,
Merrill Lynch Pacific Fund, Inc., Merrill Lynch Ready Assets Trust, Merrill
Lynch Retirement Series Trust, Merrill Lynch Series Fund, Inc., Merrill Lynch
Short-Term Global Income Fund, Inc., Merrill Lynch Strategic Dividend Fund,
Merrill Lynch Technology Fund, Inc., Merrill Lynch U.S. Treasury Money Fund,
Merrill Lynch U.S.A. Government
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<PAGE> 94
Reserves, Merrill Lynch Utility Income Fund, Inc., Merrill Lynch Variable Series
Funds, Inc. and Hotchkis and Wiley Funds (advised by Hotchkis and Wiley, a
division of MLAM); and for the following closed-end registered investment
companies: Merrill Lynch High Income Municipal Bond Fund, Inc., Merrill Lynch
Senior Floating Rate Fund, Inc. and Merrill Lynch Senior Floating Rate Fund II,
Inc. MLAM also acts as sub-adviser to Merrill Lynch World Strategy Portfolio and
Merrill Lynch Basic Value Equity Portfolio, two investment portfolios of EQ
Advisors Trust.
Set forth below is a list of each executive officer and partner of Mercury
Asset Management International Ltd., the sub-adviser to the Mercury US Small Cap
Growth Fund indicating each business, profession, vocation or employment of a
substantial nature in which each such person or entity has been engaged since
May 1997 for his own account or in the capacity of director, officer, partner or
trustee.
<TABLE>
<CAPTION>
OTHER SUBSTANTIAL BUSINESS,
NAME POSITIONS WITH SUB-ADVISER PROFESSION, VOCATION OR EMPLOYMENT
---- -------------------------- ----------------------------------
<S> <C> <C>
Peter John Gibbs....................... Chairman and Chief Director of Mercury Asset
Executive Officer Management Ltd.; Director of
Mercury Asset Management
International Channel Islands Ltd.
Carol Consuelo Brooke.................. Deputy Chairman Director of Merrill Lynch (UK)
Pension Plan Trustees Limited;
Director of Munich London
Investment Management Ltd.;
Director of Benenden School (Kent)
Ltd., Cranbrook Kent, TN17 4AA;
Director of Mercury Asset
Management Pension Trustee Co.
Ltd.
David Morris Fitzgerald Scott.......... Director Director of Corporation of St.
Lawrence College
Debra Anne Searle...................... Secretary Secretary of Mercury Asset
Management Ltd.; Secretary of
Mercury Asset Management Group,
Ltd.
John Eric Nelson....................... Director None
Steve Warner Golann.................... Director None
</TABLE>
Set forth below is a list of the name and principal business address of any
company for which a person listed above serves in the capacity of director,
officer, employee, partner or trustee. The address of each, unless otherwise
stated is 33 King William Street, London, England EC4R 9AS.
Ms. Searle also serves as officer of the following companies:
Forum House Limited; Grosvenor Alternate Partner Limited; Grosvenor General
Partner Limited; Grosvenor Ventures Limited; Grosvenor Venture Managers Limited;
33 King William Street Ltd.; Mercury Asset Management Employee Trust Co. Ltd.;
Mercury Asset Management Finance Ltd.; Mercury Asset Management Group Services
Ltd.; Mercury Asset Management Holdings Ltd.; Mercury Asset Management No. 1
Limited; Mercury Asset Management No. 2 Limited; Mercury Asset Management
Pension Trustee Co. Ltd.; Mercury Executor & Trustee Co. Ltd.; Mercury (Finance)
Ltd.; Mercury Fund Managers Limited; Mercury Financial Services Ltd.; Mercury
Investment Management Limited; Mercury Investment Services Ltd.; Mercury
Investment Trust Managers Ltd.; Mercury Life Assurance Company Ltd.; Mercury
Life Limited; Mercury Life Nominees Ltd.; Mercury Private Equity Holdings Ltd.;
Mercury Rowan Mullens Ltd.; Munich London Investment Management Ltd.; Mercury
Private Equity MUST 3 Limited; Seligman Trust Limited; and Third Grosvenor
Limited.
The address of each of the following is 25 Ropemaker Place, London, England
EC4R 9AS.
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<PAGE> 95
Ms. Searle also serves as officer of the following companies:
Wimco Nominees Ltd.; SNC International (Holdings) Limited; SNC Securities
Limited; SNCS Limited; Storey Saver Limited; Merrill Lynch Private Capital
Limited; Merrill Lynch, Pierce, Fenner & Smith (Brokers & Dealers) Limited;
Merrill Lynch, Pierce, Fenner & Smith Limited; Mership Nominees Limited; ML
Europe Property Ltd; ML Invest Holdings Limited; ML Invest Limited; N.Y.
Nominees Limited; Paramount Nominees Limited; Prismbond Limited; RNML Limited;
S.N.C. Nominees Limited; Sealion Nominees Limited; Smith Bros (Services &
Leasing) Limited; Smith Bros Nominees Limited; Smith Bros Participations
Limited; Smith Bros PLC; SNC Corporate Finance Limited; SNC Financial Services;
Merrill Lynch (UK) Pension Plan Trustees Limited; Merrill Lynch Capital Markets
Bank Limited; Merrill Lynch Equities Limited; Merrill Lynch Europe Funding;
Merrill Lynch Europe Holdings Limited; Merrill Lynch Europe PLC; Merrill Lynch
Financial Services Limited; Merrill Lynch Gilts (Nominees) Limited; Merrill
Lynch Gilts Holdings Limited; Merrill Lynch Gilts Investments Limited; Merrill
Lynch Gilts Limited; Merrill Lynch Group Holdings Limited; Merrill Lynch
International; Merrill Lynch International Bank Limited; Merrill Lynch
Investment Services Limited; Merrill Lynch Investments Limited; Merrill Lynch
Limited; Merrill Lynch Nominees Limited; Benson Nominees Limited; C.P.W.
Limited; Capital Markets; Chetwynd Nominees Limited; Citygate Nominees Limited;
and CLO Funding Limited.
ITEM 27. PRINCIPAL UNDERWRITERS.
(a) Mercury Funds Distributor, a division of Princeton Funds Distributor,
Inc. ("MFD") acts as the principal underwriter for the Registrant and for each
of the following open-end investment companies:
Mercury Gold and Mining Fund of Mercury Asset Management Funds, Inc.;
Mercury Global Balanced Fund of Mercury Asset Management Funds, Inc.;
Mercury U.S. Large Cap Fund of Mercury Asset Management Funds, Inc.;
Mercury International Fund of Mercury Asset Management Funds, Inc.; Mercury
Pan-European Growth Fund of Mercury Asset Management Funds, 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.
A separate division of Princeton Funds Distributor, Inc. acts as the
principal underwriter of other investment companies.
(b) Set forth below is information concerning each director and officer of
MFD. The principal business address of each such person is Box 9081, Princeton,
New Jersey 08543-9081, except that the address of Messrs. Crook, Aldrich, Breen,
Fatseas and Wasel is One Financial Center, 23rd Floor, Boston, Massachusetts
02111-2665.
<TABLE>
<CAPTION>
(2) (3)
(1) POSITIONS AND OFFICES POSITIONS AND OFFICES
NAME WITH THE DISTRIBUTOR WITH REGISTRANT
---- --------------------- ----------------------------
<S> <C> <C>
Terry K. Glenn....................... President and Director Executive Vice President
Michael G. Clark..................... Director and Treasurer 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
James T. Fatseas..................... Vice President None
Debra W. Landsman-Yaros.............. Vice President None
Michelle T. Lau...................... Vice President None
Donald C. Burke...................... Vice President Vice President and Treasurer
Salvatore Venezia.................... Vice President None
William Wasel........................ Vice President None
Robert Harris........................ Secretary None
</TABLE>
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<PAGE> 96
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, and the rules
thereunder are maintained at the offices of:
(1) the registrant, Mercury Asset Management Funds, Inc., 800 Scudders Mill
Road, Plainsboro, New Jersey 08536;
(2) the transfer agent, Financial Data Services, Inc., 4800 Deer Lake Drive
East, Jacksonville, Florida 32246-6484;
(3) the custodian, Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts 02109;
(4) the investment adviser, Mercury Asset Management US, a division of Fund
Asset Management, L.P., 800 Scudders Mill Road, Plainsboro, New Jersey 08536 or
225 Liberty Street, New York, New York 10080; and
(5) the sub-adviser, Mercury Asset Management International Ltd., 33 King
William Street, London EC4R 9AS, England; and
(6) the administrator, Fund Asset Management, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.
ITEM 29. MANAGEMENT SERVICES.
Other than as set forth under the caption "Management of the Fund" in the
Prospectus constituting Part A of the Registration Statement and under
"Management of the Fund -- Management and Advisory Arrangements" in the
Statement of Additional Information constituting Part B of the Registration
Statement, the Registrant is not party to any management related service
contract.
ITEM 30. UNDERTAKINGS.
None.
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<PAGE> 97
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it has duly caused
this Pre-Effective Amendment to the 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 7th day of September, 1999.
MERCURY U.S. SMALL CAP GROWTH
FUND OF MERCURY ASSET MANAGEMENT
FUNDS, INC.
Registrant
By: /s/ DONALD C. BURKE
------------------------------------
Donald C. Burke, Treasurer and
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
* President and Director
- -------------------------------------------- (Principal Executive Officer)
(Jeffrey M. Peek)
* Executive Vice President and
- -------------------------------------------- Director
(Terry K. Glenn)
/s/ DONALD C. BURKE Treasurer (Principal Financial September 7, 1999
- -------------------------------------------- Accounting Officer)
(Donald C. Burke) and Vice President
* Director
- --------------------------------------------
(David O. Beim)
* Director
- --------------------------------------------
(James T. Flynn)
* Director
- --------------------------------------------
(W. Carl Kester)
* Director
- --------------------------------------------
(Karen P. Robards)
*By: /s/ DONALD C. BURKE September 7, 1999
- --------------------------------------------
(Donald C. Burke, Attorney-in-Fact)
</TABLE>
* This amendment has been signed by each of the persons so indicated by the
undersigned as Attorney-in-Fact.
C-9
<PAGE> 98
SIGNATURES
Mercury Asset Management Master Trust has duly caused this Pre-Effective
Amendment to the Registration Statement of Mercury U.S. Small Cap Growth Fund of
Mercury Asset Management Funds, Inc. to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Plainsboro and State
of New Jersey on the 7th day of September, 1999.
MERCURY ASSET MANAGEMENT MASTER TRUST
By: /s/ DONALD C. BURKE
------------------------------------
Donald C. Burke, Treasurer and
Vice President
This Pre-Effective Amendment to the Registration Statement of Mercury U.S.
Small Cap Growth Fund of Mercury Asset Management Funds, Inc., has been signed
below by the following persons in the capacities and on dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
* President and Trustee
- -------------------------------------------- (Principal Executive Officer)
(Jeffrey M. Peek)
* Executive Vice President and
- -------------------------------------------- Trustee
(Terry K. Glenn)
/s/ DONALD C. BURKE Treasurer (Principal Financial September 7, 1999
- -------------------------------------------- Accounting Officer)
(Donald C. Burke) and Vice President
* Trustee
- --------------------------------------------
(David O. Beim)
* Trustee
- --------------------------------------------
(James T. Flynn)
* Trustee
- --------------------------------------------
(W. Carl Kester)
* Trustee
- --------------------------------------------
(Karen P. Robards)
*By: /s/ DONALD C. BURKE September 7, 1999
- --------------------------------------------
(Donald C. Burke, Attorney-in-Fact)
</TABLE>
* This amendment has been signed by each of the persons so indicated by the
undersigned as Attorney-in-Fact.
C-10
<PAGE> 99
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S> <C> <C>
10(b) -- Consent of Swidler Berlin Shereff Friedman, LLP, counsel for
Registrant.
</TABLE>
C-11
<PAGE> 1
EXHIBIT 10(b)
CONSENT OF SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
We hereby consent to the reference to our firm included in the
prospectus and statement of additional information of Mercury U.S. Small Cap
Growth Fund of Mercury Asset Management Funds, Inc. filed as part of
Registration Statement No. 333-85731.
/s/ Swidler Berlin Shereff Friedman, LLP
Swidler Berlin Shereff Friedman, LLP
New York, New York
September 7, 1999
