Annual Reports | Quarterly Filings | News | Prospectuses | Proxies | Mergers & Acquisitions | Initial Public Offerings

MERCURY QA STRATEGY SERIES INC/
N-1A/A, 2000-04-14

Previous: DIABETEX INTERNATIONAL CORP, 8-K, 2000-04-14

Next: MERCURY QA EQUITY SERIES INC /NJ/, N-1A/A, 2000-04-14

---

---

¨

Counsel for the Fund: JOEL H. GOLDBERG, Esq. SWIDLER BERLIN SHEREFF FRIEDMAN, LLP The Chrysler Building 405 Lexington Avenue New York, New York 10174

and

MICHAEL J. HENNEWINKEL, Esq. P.O. Box 9011 Princeton, New Jersey 08543-9011

x   immediately upon filing pursuant to paragraph (b)

¨  on (date) pursuant to paragraph (b)

¨  60 days after filing pursuant to paragraph (a)(1)

¨  on (date) pursuant to paragraph (a)(1)

¨  75 days after filing pursuant to paragraph (a)(2)

¨  on (date) pursuant to paragraph (a)(2) of Rule 485.

¨  This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

---

---

Mercury QA Strategy Growth And Income Fund

Mercury QA Strategy Long-Term Growth Fund

Mercury QA Strategy All-Equity Fund

[GRAPHIC]

PAGE
[GRAPHIC]
FUND FACTS
About the Mercury QA Strategy Funds   2
Risk/Return Bar Chart and Table   8
Fees And Expenses   9
[GRAPHIC]
ABOUT THE DETAILS
How the Funds Invest   16
Investment Risks   24
Statement of Additional Information   31
[GRAPHIC]
ACCOUNT CHOICES
Pricing of Shares   32
How to Buy, Sell, Transfer and Exchange Shares   37
How Shares are Priced   41
Fee-Based Programs   42
Dividends and Taxes   42
[GRAPHIC]
THE PORTFOLIO MANAGEMENT
Management of the Funds   44
[GRAPHIC]
TO LEARN MORE
Shareholder Reports   Back Cover
Statement of Additional Information   Back Cover

---

Fund		Target			Range
Mercury QA Strategy Growth and Income Fund
Equity		55%			40%-70%
Fixed-Income and Cash Equivalents*		45%			30%-60%
Mercury QA Strategy Long-Term Growth Fund
Equity		75%			60%-90%
Fixed-Income and Cash Equivalents*		25%			10%-40%
Mercury QA Strategy All-Equity Fund
Equity		100	%		95%-100%
Fixed-Income and Cash Equivalents*		0	%		0%-5%

*	The Fund intends to maintain cash positions, either directly or through its investment in the underlying funds, to the extent such underlying funds maintain cash positions.

		Range of Assets of
Underlying Fund		Mercury QA Strategy Growth and Income Fund		Mercury QA Strategy Long-Term Growth Fund		Mercury QA Strategy All-Equity Fund
Equity Asset Class
Mercury QA Large Cap Core Fund		15%		22%		27%
Mercury QA Large Cap Value Fund		15%		22%		27%
Mercury QA Large Cap Growth Fund		15%		22%		27%
Mercury QA Mid Cap Fund		4%		7%		9%
Mercury QA Small Cap Fund		3%		4%		5%
Mercury QA International Fund		3%		3%		5%
Fixed-Income Asset Class
Master Aggregate Bond Index Series		45%		20%		0%
The investment adviser of the Mercury QA Equity Funds uses three principal strategies to select investments for each Mercury QA Equity Fund. First the investment adviser of the Mercury QA Equity Funds uses a “top-down” analysis to identify sectors with investment results that are aligned with the particular Mercury QA Equity Fund’s investment objective. Second, the investment adviser of the Mercury QA Equity Funds uses a “bottom-up” stock selection approach to identify those securities within a sector that seem to be the most attractive. Depending on the Mercury QA Equity Fund, this analysis involves selection of stocks through a “value” strategy, a “growth” strategy, or a blend of the two. Third, the investment adviser of the Mercury QA Equity Funds uses quantitative risk management techniques to produce an overall portfolio with risk and style characteristics similar to each Mercury QA Equity Fund’s respective market segment.

Fund		Market Segment
Mercury QA Large Cap Core Fund		stocks of large-capitalization companies selected through a blend of “value” and “growth” strategies
Mercury QA Large Cap Value Fund		stocks of large-capitalization companies selected through a “value” strategy
Mercury QA Large Cap Growth Fund		stocks of large-capitalization companies selected through a “growth” strategy
Mercury QA Mid Cap Fund		stocks of mid-capitalization companies selected through a blend of “value” and “growth” strategies
Mercury QA Small Cap Fund		stocks of small-capitalization companies selected through a blend of “value” and “growth” strategies
Mercury QA International Fund		stocks of companies whose primary trading markets are located outside of the United States with an emphasis on larger capitalization companies in these markets selected through a blend of “value” and “growth” strategies

Ÿ

Are investing with long term goals, such as retirement or funding a child’s education

Ÿ

Want a professionally managed portfolio

Ÿ

Are willing to accept the risk that the value of your investment may fluctuate (over the short term and the long term) in order to seek potentially high total return

Ÿ

Are looking for a moderate amount of current income

Ÿ

Are investing with long term goals, such as retirement or funding a child’s education

Ÿ

Want a professionally managed portfolio

Ÿ

Are willing to accept the risk that the value of your investment may fluctuate (over the short term and the long term) in order to seek potentially long term capital growth

Ÿ

Are looking for some current income

Ÿ

Are investing with long term goals, such as retirement or funding a child’s education

Ÿ

Want a professionally managed portfolio

Ÿ

Are willing to accept the risk that the value of your investment may fluctuate (over the short term and the long term) in order to seek potentially long term capital growth

Ÿ

Are not looking for a significant amount of current income

---

---

Shareholder Fees (fees paid directly from your investment)(b):		Class I Shares		Class A Shares		Class B Shares (a)			Class C Shares
Maximum Sales Charge (Load) imposed on purchases (as a percentage of offering price)(c)		5.25%		5.25%		None			None
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is lower)(d)		None		None		4.00%			1.00%
Maximum Sales Charge (Load) imposed on dividend reinvestments		None		None		None			None
Redemption Fee		None		None		None			None
Exchange Fee		None		None		None			None
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
Management Fee(e)		0.15%		0.15%		0.15%			0.15%
Distribution and/or Service (12b-1) Fees(f)		None		0.25%		1.00%			1.00%
Other Expenses (including transfer agency fees)(g)		.43%		.43%		.43%			.43%
Underlying Fund Expenses(h)		.74%		.74%		.74%			.74%
Administrative Fees		.35%		.35%		.35%			.35%
Total Other Expenses		1.52%		1.52%		1.52%			1.52%
Total Annual Fund Operating Expenses		1.67%		1.92%		2.67%			2.67%
Fee Waiver(i)		–.35%		–.35%		–.35%			–.35%
Total Net Operating Expenses(j)*		1.32%		1.57%		2.32	%		2.32%
*  In addition to the contractual fee waivers described in note i below, the investment adviser has voluntarily agreed to reimburse expenses so that certain expenses of each Fund do not exceed 0.15%. These voluntary expense reimbursements may be terminated at any time at the option of the investment adviser. If this happens, the Fund’s expenses may increase without shareholder approval. The effect of the contractual fee waivers and voluntary expense reimbursements are set forth below.
Total Annual Fund Operating Expenses      (before waivers/expense reimbursements)		1.67%		1.92%		2.67%			2.67%
Fee Waiver and Expense Reimbursements		–.63%		–.63%		–.63%			–.63%
Total Net Operating Expenses (after      waivers/expense reimbursements)		1.04%		1.29%		2.04%			2.04%

Shareholder Fees (fees paid directly from your investment(b):		Class I Shares		Class A Shares		Class B Shares (a)		Class C Shares
Maximum Sales Charge (Load) imposed on purchases (as a percentage of offering price)(c)		5.25%		5.25%		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is lower)(d)		None		None		4.00%		1.00%
Maximum Sales Charge (Load) imposed on dividend reinvestments		None		None		None		None
Redemption Fee		None		None		None		None
Exchange Fee		None		None		None		None
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
Management Fee(e)		0.15%		0.15%		0.15%		0.15%
Distribution and/or Service (12b-1) Fees(f)		None		0.25%		1.00%		1.00%
Other Expenses (including transfer agency fees)(g)		.43%		.43%		.43%		.43%
Underlying Fund Expenses(h)		1.03%		1.03%		1.03%		1.03%
Administrative Fees		.35%		.35%		.35%		.35%
Total Other Expenses		1.81%		1.81%		1.81%		1.81%
Total Annual Fund Operating Expenses		1.96%		2.21%		2.96%		2.96%
Fee Waiver (i)		–.35%		–.35%		–.35%		–.35%
Total Net Operating Expenses(j)*		1.61%		1.86%		2.61%		2.61%
*  In addition to the contractual fee waivers described in note i below, the investment adviser has voluntarily agreed to reimburse expenses so that certain expenses of each Fund do not exceed 0.15%. These voluntary expense reimbursements may be terminated at any time at the option of the investment adviser. If this happens, the Fund’s expenses may increase without shareholder approval. The effect of the contractual fee waivers and voluntary expense reimbursements are set forth below.
Total Annual Fund Operating Expenses (before waivers/expense reimbursements)		1.96%		2.21%		2.96%		2.96%
Fee Waiver and Expense Reimbursements		–.63%		–.63%		–.63%		–.63%
Total Net Operating Expenses (after waivers/expense reimbursements)		1.33%		1.58%		2.33%		2.33%

Shareholder Fees (fees paid directly from your investment)(b):		Class I Shares		Class A Shares		Class B Shares (a)		Class C Shares
Maximum Sales Charge (Load) imposed on purchases (as a percentage of offering price)(c)		5.25%		5.25%		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is lower)(d)		None		None		4.00%		1.00%
Maximum Sales Charge (Load) imposed on dividend reinvestments		None		None		None		None
Redemption Fee		None		None		None		None
Exchange Fee		None		None		None		None
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
Management Fee(e)		0.15%		0.15%		0.15%		0.15%
Distribution and/or Service (12b-1) Fees(f)		None		0.25%		1.00%		1.00%
Other Expenses (including transfer agency fees)(g)		.33%		.33%		.33%		.33%
Underlying Fund Expenses(h)		1.25%		1.25%		1.25%		1.25%
Administrative Fees		.35%		.35%		.35%		.35%
Total Other Expenses		1.93%		1.93%		1.93%		1.93%
Total Annual Fund Operating Expenses		2.08%		2.33%		3.08%		3.08%
Fee Waiver(i)		–.35%		–.35%		–.35%		–.35%
Total Net Operating Expenses(j)*		1.73%		1.98%		2.73%		2.73%
*  In addition to the contractual fee waivers described in note i below, the investment adviser has voluntarily agreed to reimburse expenses so that certain expenses of each Fund do not exceed 0.15%. These voluntary expense reimbursements may be terminated at any time at the option of the investment adviser. If this happens, the Fund’s expenses may increase without shareholder approval. The effect of the contractual fee waivers and voluntary expense reimbursements are set forth below.
Total Annual Fund Operating Expenses      (before waivers/expense reimbursements)		2.08%		2.33%		3.08%		3.08%
Fee Waiver and Expense Reimbursements		–.53%		–.53%		–.53%		–.53%
Total Net Operating Expenses (after      waivers/expense reimbursements)		1.55%		1.80%		2.55%		2.55%
(footnotes continued on next page)

(a)

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.

(b)

In addition, certain securities dealers may charge a fee to process a purchase or sale of shares. See “How To Buy, Sell, Transfer and Exchange Shares—If you want to—Buy Shares” and “—Sell your shares.”

(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 investment adviser or its affiliate provides accounting services to each Fund at its cost.

(f)

The Funds call the “Service Fee” an “Account Maintenance Fee.” Account Maintenance Fee is the term used elsewhere in this Prospectus and in all other materials. Class B and Class 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%.

(g)

Based on estimated amounts for the current fiscal year. The transfer agent is an affiliate of the investment adviser. The Funds pay 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.

(h)

“Underlying Fund Expenses” for each Fund are based upon assets of each Fund that are initially expected to be invested in each underlying fund and upon the actual total operating expenses of the underlying funds (including any current waivers and expense limitations of the underlying funds). Actual Underlying Fund Expenses incurred by each Fund may vary with changes in the allocation of each Fund ’s assets among the underlying funds and with other events that directly affect the expenses of the underlying funds.

(i)

With respect to each Fund, the investment adviser has entered into a contractual arrangement with the Funds to waive the Administrative Fee of .35%. This arrangement has a one-year term and is renewable.

(j)

The Total Net Operating Expenses reflect the investment adviser’s estimate of expenses that will actually be incurred during each Fund’s current fiscal year, restated to reflect the contractual fee waiver currently in effect.

CLASS I SHARES
		Mercury QA Strategy Growth and Income Fund		Mercury QA Strategy Long-Term Growth Fund		Mercury QA Strategy All-Equity Fund
One Year		$   652		$   680		$   692
Three Years †		$   993		$1,077		$1,112
CLASS A SHARES
		Mercury QA Strategy Growth and Income Fund		Mercury QA Strategy Long-Term Growth Fund		Mercury QA Strategy All-Equity Fund
One Year		$   676		$   704		$   715
Three Years †		$1,066		$1,150		$1,184
CLASS B SHARES
		Mercury QA Strategy Growth and Income Fund		Mercury QA Strategy Long-Term Growth Fund		Mercury QA Strategy All-Equity Fund
One Year		$   635		$   664		$   676
Three Years †		$1,098		$1,185		$1,220

CLASS C SHARES
		Mercury QA Strategy Growth and Income Fund		Mercury QA Strategy Long-Term Growth Fund		Mercury QA Strategy All-Equity Fund
One Year		$   335		$   364		$   376
Three Years †		$   798		$   885		$   920
Expenses if you did not redeem your shares:
CLASS I SHARES
		Mercury QA Strategy Growth and Income Fund		Mercury QA Strategy Long-Term Growth Fund		Mercury QA Strategy All-Equity Fund
One Year		$   652		$   680		$   692
Three Years †		$   993		$1,077		$1,112
CLASS A SHARES
		Mercury QA Strategy Growth and Income Fund		Mercury QA Strategy Long-Term Growth Fund		Mercury QA Strategy All-Equity Fund
One Year		$   676		$   704		$   715
Three Years †		$1,066		$1,150		$1,184
CLASS B SHARES
		Mercury QA Strategy Growth and Income Fund		Mercury QA Strategy Long-Term Growth Fund		Mercury QA Strategy All-Equity Fund
One Year		$   235		$   264		$   276
Three Years †		$   798		$   885		$   920
CLASS C SHARES
		Mercury QA Strategy Growth and Income Fund		Mercury QA Strategy Long-Term Growth Fund		Mercury QA Strategy All-Equity Fund
One Year		$   235		$   264		$   276
Three Years †		$   798		$   885		$   920

†	These expenses do not reflect the continuation of the contractual arrangement between the investment adviser and each Fund to waive the Administrative Fee of 0.35%. As stated above, this arrangement has a one-year term and is renewable.

---

Fund		Target		Range
Mercury QA Strategy Growth and Income Fund
Equity		55%		40%-70%
Fixed-Income and Cash Equivalents*		45%		30%-60%
Mercury QA Strategy Long-Term Growth Fund
Equity		75%		60%-90%
Fixed-Income and Cash Equivalents*		25%		10%-40%
Mercury QA Strategy All-Equity Fund
Equity		100%		95%-100%
Fixed-Income and Cash Equivalents*		0%		0%-5%

*	The Fund intends to maintain cash positions, either directly or through its investment in the underlying funds to the extent such underlying funds maintain cash positions.

		Range of Assets of
Underlying Fund		Mercury QA Strategy Growth and Income Fund		Mercury QA Strategy Long-Term Growth Fund		Mercury QA Strategy All-Equity Fund
Equity Asset Class
Mercury QA Large Cap Core Fund		15%		22%		27%
Mercury QA Large Cap Value Fund		15%		22%		27%
Mercury QA Large Cap Growth Fund		15%		22%		27%
Mercury QA Mid Cap Fund		4%		7%		9%
Mercury QA Small Cap Fund		3%		4%		5%
Mercury QA International Fund		3%		3%		5%
Fixed-Income Asset Class
Master Aggregate Bond Index Series		45%		20%		0%

Underlying Fund		Investment Objective
Equity Asset Class
Mercury QA Large Cap Core Fund		to provide long-term growth of capital
Mercury QA Large Cap Value Fund		primarily to provide long-term growth of capital and secondarily to provide dividend income
Mercury QA Large Cap Growth  Fund		to provide long-term growth of capital
Mercury QA Mid Cap Fund		to provide long-term growth of capital
Mercury QA Small Cap Fund		to provide long-term growth of capital
Mercury QA International Fund		to provide long-term growth of capital
Fixed-Income Asset Class
Master Aggregate Bond Index  Series		to match the performance of the Lehman Brothers Aggregate Bond Index as closely as possible before the deduction of expenses

Fund		Market  Segment
Mercury QA Large Cap Core Fund		stocks of large-capitalization companies selected through a blend of “value” and “growth” strategies
Mercury QA Large Cap Value Fund		stocks of large-capitalization companies selected through a “value” strategy
Mercury QA Large Cap Growth Fund		stocks of large-capitalization companies selected through a “growth” strategy
Mercury QA Mid Cap Fund		stocks of mid-capitalization companies selected through a blend of “value” and “growth” strategies
Mercury QA Small Cap Fund		stocks of small-capitalization companies selected through a blend of “value” and “growth” strategies
Mercury QA International Fund		stocks of companies whose primary trading markets are located outside of the United States with an emphasis on larger capitalization companies in these markets selected through a blend of “value” and “growth” strategies

Ÿ

earnings (surprises and analysts’ revisions)

Ÿ

momentum (price and earnings)

Ÿ

valuation (enterprise value, price versus cash flows, and dividend discount models)

Fund		Index
Mercury QA Large Cap Core Fund		Standard & Poor’s 500 Composite Stock Price Index (“S&P 500”)
Mercury QA Large Cap Value Fund		Standard & Poor’s 500/Barra Value Index
Mercury QA Large Cap Growth Fund		Standard & Poor’s 500/Barra Growth Index
Mercury QA Mid Cap Fund		Standard & Poor’s Mid Cap 400 Index
Mercury QA Small Cap Fund		Standard & Poor’s SmallCap 600 Index
Mercury QA International Fund		EAFE Index

---

Ÿ

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.

Ÿ

Credit risk  — the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its financial obligation to a Fund.

Ÿ

Currency risk  — the risk that changes in the exchange rate between currencies will adversely affect the value (in U.S. dollar terms) of an investment.

Ÿ

Liquidity risk  — the risk that certain securities may be difficult or impossible to sell at the time that a Fund would like or at the price that a Fund believes the security is then worth.

Ÿ

The economies of certain foreign markets often do not compare favorably with that of the United States in areas such as growth of gross domestic product, reinvestment of capital, resources, and balance of payments. Some of these economies may rely heavily on particular industries or foreign capital. They may be more vulnerable to adverse diplomatic developments, the imposition of economic sanctions against a particular country or countries, changes in international trading patterns, trade barriers and other protectionist or retaliatory measures.

Ÿ

Investments in foreign markets may be adversely affected by governmental actions such as the imposition of capital controls, nationalization of companies or industries, expropriation of assets or the imposition of punitive taxes.

Ÿ

The governments of certain countries may prohibit or impose substantial restrictions on foreign investing in their capital markets or in certain industries. Any of these actions could severely affect security prices. They could also impair an underlying fund’s ability to purchase or sell foreign securities or transfer the assets or income back into the United States, or otherwise adversely affect the underlying fund’s operations.

Ÿ

Other foreign market risks include foreign exchange controls, difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing favorable legal judgments in foreign courts, and political and social instability. Legal remedies available to investors in some foreign countries may be less extensive than those available to investors in the United States.

Ÿ

Because there are generally fewer investors on foreign exchanges and a fewer number of shares traded each day, it may be more difficult for the underlying funds to buy and sell securities on those exchanges. In addition, prices of foreign securities may go down more than prices of securities traded in the United States.

Ÿ

Foreign markets may have different clearance and settlement procedures. In certain markets, settlements may be unable to keep pace with the volume of securities transactions. If this occurs, settlement may be delayed and an underlying fund ’s assets may be uninvested and not earning returns. The underlying fund may miss investment opportunities or be unable to sell an investment because of these delays.

Ÿ

If the transition to euro, or EMU as a whole, does not continue to proceed as planned.

Ÿ

If a participating country withdraws from EMU.

---

---

		Class I		Class A		Class B		Class C
Availability?		Limited to certain investors including:		Generally available through selected securities dealers.		Generally available through selected securities dealers.		Generally available through selected securities dealers.
		Ÿ   Current Class I shareholders
		Ÿ   Certain Retirement Plans
		Ÿ   Participants of certain sponsored programs
		Ÿ   Certain affiliates of selected securities dealers
Initial Sales Charge?		Yes. Payable at time of purchase. Lower sales charges available for certain larger investments.		Yes. Payable at time of purchase. Lower sales charges available for certain larger investments.		No. Entire purchase price is invested in shares of the Fund.		No. Entire purchase price is invested in shares of the Fund.
Deferred Sales Charge?		No. (May be charged for purchases over $1 million that are redeemed within one year).		No. (May be charged for purchases over $1 million that are redeemed within one year).		Yes. Payable if you redeem within six years of purchase.		Yes. Payable if you redeem within one year of purchase.
Account Maintenance and Distribution Fees?		No.		0.25% Account Maintenance Fee. No Distribution Fee.		0.25% Account Maintenance Fee. 0.75% Distribution Fee.		0.25% Account Maintenance Fee. 0.75% Distribution Fee.
Conversion to Class A shares?		No.		Not applicable.		Yes, automatically after approximately 8 years.		No.

Your Investment		As a % of Offering Price		As a % of Your Investment*		Dealer Compensation as a % of Offering Price
Less than $25,000		5.25%		5.54%		5.00%
$25,000 but less than $50,000		4.75%		4.99%		4.50%
$50,000 but less than $100,000		4.00%		4.17%		3.75%
$100,000 but less than $250,000		3.00%		3.09%		2.75%
$250,000 but less than    $1,000,000		2.00%		2.04%		1.80%
$1,000,000 and over**		0.00%		0.00%		0.00%

*	Rounded to the nearest one-hundredth percent.

**

If you invest $1,000,000 or more in Class I or Class A shares of a Fund, you may not pay an initial sales charge. In that case, the investment adviser compensates the selling dealer from its own funds. 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 Class A shares by certain employer sponsored retirement or savings plans.

Ÿ

Purchases under a Right of Accumulation or Letter of Intent

Ÿ

Certain trusts managed by banks, thrifts or trust companies including those affiliated with Mercury or its affiliates

Ÿ

Certain employer-sponsored retirement or savings plans

Ÿ

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

Ÿ

Certain fee-based programs managed by Mercury or its affiliates

Ÿ

Certain fee-based programs managed by selected dealers that have an agreement with Mercury

Ÿ

Purchases through certain financial advisers that meet and adhere to standards established by Mercury

Ÿ

Purchases through certain accounts on which Mercury or an affiliate exercises investment discretion

Year Since Purchase		Sales Charge*
0 —1		4.00%
1 —2		4.00%
2 —3		3.00%
3 —4		3.00%
4 —5		2.00%
5 —6		1.00%
6 and after		0.00%

*

The percentage charge will apply to the lesser of the original cost of the shares being redeemed or the proceeds of your redemption. Shares acquired by dividend 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.

Ÿ

Certain post-retirement withdrawals from an IRA or other retirement plan if you are over 59  1 /2 years old

Ÿ

Redemption by certain eligible 401(a) and 401(k) plans, certain related accounts, and certain retirement plan rollovers

Ÿ

Redemption in connection with participation in certain fee-based programs managed by Mercury or its affiliates

Ÿ

Redemption in connection with participation in certain fee-based programs managed by selected dealers that have agreements with Mercury

Ÿ

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

Ÿ

Withdrawal through the Systematic Withdrawal Plan of up to 10% per year of your account value at the time the plan is established

---

If you want to		Your choices		Information important for you to know
Buy shares		First, select the share class appropriate for you		Please refer to the pricing of shares table on page 32. Be sure to read this Prospectus carefully.
		Next, determine the amount of your investment		The minimum initial investment for a Fund is $1,000 for all accounts except:
				Ÿ $500 for certain fee-based programs
				Ÿ $100 for retirement plans
				(The minimums for initial investments may be waived or reduced under certain circumstances.)
		Have your financial consultant or securities dealer submit your purchase order		The price of your shares is based on the next calculation of net asset value after your order is placed. Any purchase orders placed prior to the close of business on the New York Stock Exchange (generally 4:00 p.m. Eastern time) will be priced at the net asset value determined that day.
				Purchase orders received after that time will be priced at the net asset value determined on the next business day. A 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		To purchase shares directly, call the transfer agent to request a purchase application. Mail the completed purchase application to the transfer agent at the address on the inside back cover of this Prospectus.
Add to your investment		Purchase additional shares		The minimum investment for additional purchases is generally $100 for all accounts except:
				Ÿ $50 for certain fee-based programs
				Ÿ $1 for retirement plans
				(The minimums for additional purchases may be waived under certain circumstances.)
		Acquire additional shares through the automatic dividend reinvestment plan		All dividends are automatically reinvested without a sales charge.
		Participate in the automatic investment plan		You may automatically invest a specific amount on a periodic basis through your securities dealer:
				Ÿ  The current minimum for such automatic investments is $100. The minimum may be waived or revised under certain circumstances.
Transfer shares to another securities dealer		Transfer to a participating securities dealer		To transfer your shares of a Fund to another securities dealer, authorized dealer agreements must be in place between the distributor and the transferring securities dealer and the distributor and the receiving securities dealer. Certain shareholder services may not be available for the transferred shares. All future trading of these shares must be coordinated by the receiving securities dealer.

If you want to		Your choices		Information important for you to know
		Transfer to a non-participating securities dealer		You cannot transfer your shares of a Fund to a securities dealer that does not have an authorized dealer agreement with the distributor. You must either:
				Ÿ Transfer your shares to an account with the transfer agent; or
				Ÿ Sell your shares, paying any applicable deferred sales charge.
Sell your shares		Have your financial consultant or securities dealer submit your sales order		The price of your shares is based on the next calculation of net asset value after your order is placed. For your redemption request to be priced at the net asset value on the day of your request, you must submit your request to your dealer prior to that day’s close of business on the New York Stock Exchange (generally 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.
				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.
				A Fund may reject an order to sell shares under certain circumstances.
		Sell through the transfer agent		You may sell shares held at the transfer agent by writing to the transfer agent at the address on the inside back cover of this Prospectus. All shareholders on the account must sign the letter. A signature guarantee will generally be required but may be waived in certain limited circumstances. You can obtain a signature guarantee from a bank, securities dealer, securities broker, credit union, savings association, national securities exchange and registered securities association. A notary public seal will not be acceptable. If you hold stock certificates, return the certificates with the letter. The transfer agent will normally mail redemption proceeds within seven days following receipt of a properly completed request. If you make a redemption request before a 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.
Sell shares systematically		Participate in a Fund’s Systematic Withdrawal Plan		You can generally arrange through your selected dealer for systematic redemptions of a fixed dollar amount on a monthly, bi-monthly, quarterly, semi-annual or annual basis, subject to certain conditions. You must have dividends automatically reinvested. For Class B and Class 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 redemptions. Ask your financial consultant for details.

If you want to		Your choices		Information important for you to know
Exchange your shares		Select the fund into which you want to exchange. Be sure to read that fund’s prospectus.		You can exchange your shares of a Fund for shares of other Mercury mutual funds or for shares of the Summit Cash 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 a Fund’s 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.

Because of the high cost of maintaining smaller shareholder accounts, the Funds may redeem the shares in your account (without charging any deferred sales charge) if the net asset value of your account falls below $500 due to redemptions you have made. You will be notified that the value of your account is less than $500 before the Funds make an involuntary redemption. You will then have 60 days to make an additional investment to bring the value of your account to at least $500 before the Funds take any action. This involuntary redemption does not apply to retirement plans or Uniform Gifts or Transfers to Minors Act accounts.

Each Fund also reserves the right to terminate any account engaging in market-timing mutual funds. For purposes of this policy, “market-timing” involves three or more purchases and/or sales of shares of mutual funds within a 90 day period to capture short term profits resulting from market volatility.

---

---

---

---

Underlying Fund(a)		Contractual Management Fee		Annual Fund Operating Expenses
Mercury QA Large Cap Core Fund(a)		0.40%		1.16%
Mercury QA Large Cap Value Fund(a)		0.40%		1.16%
Mercury QA Large Cap Growth Fund(a)		0.40%		1.16%
Mercury QA Mid Cap Fund(a)		0.55%		1.60%
Mercury QA Small Cap Fund(a)		0.55%		1.65%
Mercury QA International Fund(a)		0.65%		1.75%
Master Aggregate Bond Index Series(b)(c)		0.06%		0.07%

(a)

The investment adviser of each Mercury QA Equity Fund has entered into a contractual arrangement with the Mercury QA Equity Funds as necessary to assure that expenses incurred (excluding Distribution and/or Service Fees) by each class of each Fund will not exceed 1.50% for Mercury QA Large Cap Core Fund, Mercury QA Large Cap Value Fund and Mercury QA Large Cap Growth Fund, 1.65% for Mercury QA Mid Cap Fund and Mercury QA Small Cap Fund, and 1.75% for Mercury QA International Fund. This arrangement has a one-year term and is renewable.

(b)

The investment adviser of Quantitative Master Series Trust has entered into contractual arrangements to provide that the management fee for the series when combined with administrative fees of certain funds that invest in the series, will not exceed specific amounts. As a result of these contractual arrangements, the investment adviser of the Master Aggregate Bond Index Series currently receives a fee of 0.01%.

(c)	The fee rate paid to the investment adviser and its affiliates by the Master Aggregate Bond Index Series during the fiscal year ended December 31, 1999 (including voluntary waivers) was 0.01%.

		Page
Investment Objectives and Policies		2
Other Investment Policies, Practices and Risk Factors		2
Risk Factors in Derivatives		15
Investment Restrictions		18
Management of the Fund		21
Directors and Officers		21
Compensation of Directors		23
Administration Arrangements		24
Management and Advisory Arrangements		25
Code of Ethics		28
Purchase of Shares		28
Initial Sales Charge Alternatives—Class I and Class A Shares		29
Reduced Initial Sales Charges		30
Distribution Plans		31
Limitations on the Payment of Deferred Sales Charges		33
Redemption of Shares		33
Redemption		34
Repurchase		34
Reinstatement Privilege—Class I and Class A Shares		35
Deferred Sales Charges—Class B and Class C Shares		35
Portfolio Transactions and Brokerage		37
Pricing of Shares		38
Determination of Net Asset Value		38
Shareholder Services		40
Investment Account		40
Automatic Investment Plan		40
Automatic Dividend Reinvestment Plan		41
Systematic Withdrawal Plan		41
Retirement and Education Savings Plans		42
Exchange Privilege		42
Fee-Based Programs		43
Dividends and Taxes		44
Dividends		44
Taxes		44
Tax Treatment of Options and Futures Transactions		46
Other Tax Matters		47
Performance Data		47
General Information		49
Description of Shares		49
Computation of Offering Price Per Share		50
Independent Auditors		51
Custodian		51
Transfer Agent		51
Legal Counsel		51
Reports to Shareholders		51
Additional Information		51
Independent Auditors’ Reports		52
Statements of Assets and Liabilities		53
Appendix A		A-1

Fund		Investment Objective
Mercury QA Strategy Growth and Income Fund		to provide high total return with reduced risk over the long term
Mercury QA Strategy Long-Term Growth Fund		to provide long term capital growth
Mercury QA Strategy All-Equity Fund		to provide long term capital growth

1.   Invest more than 25% of its total assets, taken at market value, in the securities of issuers in any particular industry (excluding the U.S. Government and its agencies and instrumentalities).

2.   Make investments for the purpose of exercising control or management. Investments by a 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.

3.   Purchase or sell real estate, except that, to the extent permitted by applicable law, a 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.

4.   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 a 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 Corporation’s Registration Statement, as it may be amended from time to time.

5.   Issue senior securities to the extent such issuance would violate applicable law.

6.   Borrow money, except that (i) each 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) each Fund may borrow up to an additional 5% of its total assets for temporary purposes, (iii) each Fund may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities and (iv) each Fund may purchase securities on margin to the extent permitted by applicable law. No Fund may pledge its assets other than to secure such borrowings or, to the extent permitted by a Fund’s investment policies as set forth in its Registration Statement, as it may be amended from time to time, in connection with hedging transactions, short sales, forward commitment transactions and similar investment strategies.

7.   Underwrite securities of other issuers except insofar as a Fund technically may be deemed an underwriter under the Securities Act, in selling portfolio securities.

8.   Purchase or sell commodities or contracts on commodities, except to the extent that a Fund may do so in accordance with applicable law and the Corporation’s Registration Statement, as it may be amended from time to time, and without registering as a commodity pool operator under the Commodity Exchange Act.

Name and Age		Position(s) With the Corporation		Principal Occupation(s) During Past 5 Years
Terry K. Glenn, 59		President and Director(1)(2)		Executive Vice President of Fund Asset Management, L.P. (“FAM”) and certain of its affiliates (which terms as used herein include their corporate predecessors) since 1983; Executive Vice President and Director of Princeton Services, Inc. (“Princeton Services”) since 1993; President of Princeton Funds Distributor, Inc. (“PFD”) since 1986 and Director thereof since 1991; President of Princeton Administrators since 1988
M. Colyer Crum, 67 104 Westcliff Road Weston, MA 02193		Director(2)(3)		Currently James R. Williston Professor of Investment Management Emeritus, Harvard Business School; James R. Williston Professor of Investment Management, Harvard Business School from 1971 to 1996; Director of Cambridge Bancorp
Laurie Simon Hodrick, 37 809 Uris Hall 3022 Broadway New York, NY 10027		Director(2)(3)		Professor of Finance and Economics, Graduate School of Business, Columbia University since 1998; Associate Professor of Finance and Economics, Graduate School of Business, Columbia University from 1996 to 1998; Associate Professor of Finance, J.L. Kellogg Graduate School of Management, Northwestern University from 1992 to 1996
Jack B. Sunderland, 71 P.O. Box 7 West Cornwall, CT 06796		Director(2)(3)		President and Director of American Independent Oil Company, Inc. (energy company) since 1987; Member of Council on Foreign Relations since 1971
Stephen B. Swensrud, 66 24 Federal Street, Suite 400 Boston, MA 02110		Director(2)(3)		Chairman of Fernwood Advisors (investment adviser) since 1996; Principal of Fernwood Associates (financial consultant) since 1975
J. Thomas Touchton, 61 Suite 3405 One Tampa City Center 201 North Franklin Street Tampa, FL 33602		Director(2)(3)		Managing Partner of the Witt Touchton Company and its predecessor, The Witt Co. (private investment partnership) since 1972; Trustee Emeritus of Washington and Lee University; Director of TECO Energy Inc. (electric utility holding company)

Name and Age		Position(s) With the Corporation		Principal Occupation(s) During Past 5 Years
Fred G. Weiss, 58 16450 Maddalena Place Delray Beach, FL 33446		Director(2)(3)		Director of Watson Pharmaceutical, Inc. since 2000; Director of Parkinsons Advocacy Network since 1999; Managing Director of FGW Associates since 1997; Vice President, Planning Investment and Development of Warner Lambert Co. from 1979 to 1997
Arthur Zeikel, 67		Director(1)(2)		Chairman of the Manager and FAM from 1997 to 1999 and President thereof from 1977 to 1997; Chairman of Princeton Services from 1997 to 1999, Director thereof from 1993 to 1999 and President thereof from 1993 to 1997; Executive Vice President of Merrill Lynch & Co., Inc. (‘’ML&Co.”) from 1990 to 1999
Robert C. Doll, 45		Senior Vice President (1)(2)		Senior Vice President of FAM and certain of its affiliates since 1999; Senior Vice President of Princeton Services since 1999; Chief Investment Officer of Oppenheimer Funds, Inc. in 1999 and Executive Vice President thereof from 1991 to 1999
Philip Green, 36		Senior Vice President (1)(2)		Senior Vice President of FAM and certain of its affiliates since 1999; Managing Director and Portfolio Manager of Global Institutional Services at Bankers Trust from 1997 to 1999; Vice President of Quantitative Equities at Bankers Trust in 1996; Vice President of Asset Allocations Strategies at Bankers Trust from 1994 to 1996; Vice President of Foreign Exchange and Currency Overlay Strategies at Bankers Trust from 1988 to 1999; Assistant Treasurer of Asset Management Group at Bankers Trust from 1985 to 1988
Dean D ’Onofrio, 41		Senior Vice President(1)(2)		Managing Director and Head of Quantitative Advisors since 1999; Managing Director in Corporate Institutional Client Group from 1997 through 1999; Managing Director of Bankers Trust Company from 1981 to 1996; Analyst of Quantitative Investments Group of Bankers Trust Company from 1981 to 1982; Portfolio Manager of Quantitative Investments Group of Bankers Trust Company from 1983 to 1984; Head of Quantitative Investments Group of Bankers Trust Company from 1985 to 1989; Head of U.S. Equity Derivatives Marketing Group of Bankers Trust Company from 1990 to 1993; Head of Hedge Funds and Arbitrage Trading Group of Bankers Trust Company from 1994 to 1996

Name and Age		Position(s) With the Corporation		Principal Occupation(s) During Past 5 Years
Frank Salerno, 40		Senior Vice President (1)(2)		First Vice President of FAM and certain of its affiliates since 1999; Managing Director and Chief Investment Officer of Structured Investments at Bankers Trust from 1995 to 1999; Managing Director and Head of Structured Investments at Bankers Trust from 1993 to 1995; Domestic Head of Structured Investments at Bankers Trust from 1991 to 1993; Assistant Vice President of Structured Investments at Bankers Trust from 1985 to 1991
Donald C. Burke, 39		Vice President and Treasurer(1)(2)		Senior Vice President and Treasurer of FAM and certain of its affiliates since 1999; Senior Vice President and Treasurer of Princeton Services since 1999; Vice President of PFD since 1999; First Vice President of certain affiliates of FAM from 1997 to 1999; Director of Taxation of FAM since 1990; Vice President of FAM from 1990 to 1997
Sidney Hoots, 39		Senior Vice President (1)(2)		Senior Vice President of FAM and certain of its affiliates since 1999; Managing Director of Global Institutional Services at Bankers Trust from 1992 to 1999; Manager of Quantitative U.S. Equities Group at Bankers Trust from 1991 to 1992; Manager of Bond Index Funds at Bankers Trust from 1986 to 1991; Quantitative Analyst of Index Funds at Bankers Trust from 1984 to 1986
Allan J. Oster, 36		Secretary(1)(2)		Vice President (Legal Advisory) of FAM and certain of its affiliates since 2000; Consultant (Legal Advisory) of FAM and certain of its affiliates since 1999; Associate, Drinker Biddle & Reath LLP, 1996-1999; Senior Counsel, U.S. Securities and Exchange Commission from 1991 to 1996

(1)	Interested person, as defined in the Investment Company Act, of the Corporation.

(2)	Such director or officer is a trustee, director or officer of other investment companies for which FAM or certain of its affiliates acts as investment adviser.

(3)	Member of the Corporation’s Audit and Nominating Committee, which is responsible for the selection of the independent auditors and the selection and nomination of non-interested Directors.

Name of Director		Aggregate Compensation from Corporation		Pension or Retirement Benefits Accrued as Part of Corporation Expenses		Total Compensation From the Corporation and Mercury and Affiliates Advised Funds Paid to Directors(1)
M. Colyer Crum		$8,000		None		$122,975
Laurie Simon Hodrick		$8,000		None		$   53,000
Jack B. Sunderland		$8,000		None		$143,975
Stephen B. Swensrud		$8,000		None		$232,250
J. Thomas Touchton		$8,000		None		$142,725
Fred G. Weiss		$8,000		None		$122,975

(1)

The Directors serve on other Mercury and Affiliates-Advised Funds as follows: Mr. Crum (14 registered investment companies consisting of 14 portfolios); Ms. Hodrick (14 registered investment companies consisting of 14 portfolios); Mr. Sunderland (20 registered investment companies consisting of 37 portfolios); Mr. Swensrud (26 registered investment companies consisting of 64 portfolios); Mr. Touchton (20 registered investment companies consisting of 37 portfolios); and Mr. Weiss (14 registered investment companies consisting of 14 portfolios).

		Class  I		Class  A		Class  B		Class  C
Net Assets		25,000		25,000		25,000		25,000
Number of Shares Outstanding		2,500		2,500		2,500		2,500
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)*		0.55		0.55		**		**
Offering Price		$10.55		$10.55		$10.00		$10.00

*	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.

		Class  I		Class  A		Class  B		Class  C
Net Assets		25,000		25,000		25,000		25,000
Number of Shares Outstanding		2,500		2,500		2,500		2,500
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)*		0.55		0.55		**		**
Offering Price		$10.55		$10.55		$10.00		$10.00

*	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.

		Class  I		Class  A		Class  B		Class  C
Net Assets		25,000		25,000		25,000		25,000
Number of Shares Outstanding		2,500		2,500		2,500		2,500
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)*		0.55		0.55		**		**
Offering Price		$10.55		$10.55		$10.00		$10.00

*	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.

		Mercury QA Strategy Growth and Income Fund		Mercury QA Strategy Long-Term Growth Fund		Mercury QA Strategy All-Equity Fund
ASSETS
Cash in Bank (Note 1)		$100,000		$100,000		$100,000
Prepaid registration fees and offering costs (Note 3)		229,334		229,334		229,334
Total Assets		329,334		329,334		329,334
LIABILITIES
Liabilities and accrued expenses		229,334		229,334		229,334
NET ASSETS 2,500 Class I shares of Common Stock per Fund,      2,500 Class A shares of Common Stock per Fund, 2,500 Class B      shares of Common Stock per Fund, 2,500 Class C shares of      Common Stock per Fund (all classes par value $0.0001)      outstanding with 2,000,000,000 shares authorized) (Note 1)		$100,000		$100,000		$100,000
NET ASSETS CONSIST OF:
Class I Shares of Common Stock, $0.0001 par value,                 166,666,667 shares authorized per Fund		$            1		$            1		$            1
Class A Shares of Common Stock, $0.0001 par value,                 166,666,667 shares authorized per Fund		1		1		1
Class B Shares of Common Stock, $0.0001 par value,                 166,666,667 shares authorized per Fund		1		1		1
Class C Shares of Common Stock, $0.0001 par value,                 166,666,667 shares authorized per Fund		1		1		1
Paid-in Capital in excess of par		99,996		99,996		99,996
NET ASSETS		$100,000		$100,000		$100,000
NET ASSET VALUE:
Class I —Based on net assets of $25,000 and 2,500 shares                 outstanding		$     10.00		$     10.00		$     10.00
Class A —Based on net assets of $25,000 and 2,500 shares                 outstanding		$     10.00		$     10.00		$     10.00
Class B —Based on net assets of $25,000 and 2,500 shares                 outstanding		$     10.00		$     10.00		$     10.00
Class C —Based on net assets of $25,000 and 2,500 shares                 outstanding		$     10.00		$     10.00		$     10.00

(1)

Mercury QA Strategy Series, Inc. (the “Corporation”) was organized as a Maryland corporation on August 17, 1999 and consists of three series, Mercury QA Strategy Growth and Income Fund, Mercury QA Strategy Long-Term Growth Fund and Mercury QA Strategy All-Equity Fund (the “Funds”). The Corporation is registered under the Investment Company Act of 1940 as a non-diversified mutual fund. To date, the Corporation has not had any transactions other than those relating to organizational matters and the sale of 7,500 Class I shares, 7,500 Class A shares, 7,500 Class B shares and 7,500 Class C shares of Common Stock (2500 shares of each class of each Fund) to Mercury Asset Management US, a division of Fund Asset Management L.P. (the “Investment Adviser ”).

(2)

The Corporation has entered into an administration agreement (the “Administration Agreement”) with the Investment Adviser, and a distribution agreement (the “Distribution Agreement”) with Mercury Funds Distributor Inc., a division of Princeton Funds Distributor, Inc. (the “Distributor”). (See “Management of the Fund —Administration Arrangements” in the Statement of Additional Information.) Certain officers and/or directors of the Corporation are officers and/or directors of the Investment Adviser and the Distributor.

(3)

Prepaid registration fees are charged to income as the related shares are issued. Prepaid offering costs consist of legal and printing fees related to preparing the initial registration statement, and will be amortized over a 12 month period beginning with the commencement of operations of the Fund. The Investment Adviser, on behalf of the Funds, will incur organization costs estimated at $72,000.

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.

—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

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.

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.

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.

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.

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.

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,  B

Preferred stock rated “BB,” “B,” and “CCC” are regarded, on balance, as predominantly speculative with respect to the issuer’s capacity to pay preferred stock obligations. “BB”

CCC

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.

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.

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.

Fitch Alert

Ratings are placed on Fitch Alert 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. Fitch Alert is relatively short-term, and should be resolved within 12 months.

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, DD, D

Bonds are in default on interest and/or principal payments. 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.

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+.”

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.

Exhibit Number
1		(a)		—		Articles of Incorporation of Registrant.(1)
1		(b)		—		Articles of Amendment to Articles of Incorporation of Registrant.(4)
2				—		By-Laws of Registrant.(1)
3				—		Instrument Defining Rights of Shareholders. Incorporated by reference to Exhibits 1 and 2 above.
4				—		Form of Management Agreement between Registrant and Mercury Asset Management US, a division of Fund Asset Management, L.P.(4)
5		(a)		—		Form of Class I Shares Distribution Agreement between Registrant and Mercury Funds Distributor, a division of Princeton Funds Distributor, Inc. (including Selected Dealer Agreements).(4)
5		(b)		—		Form of Class A Shares Distribution Agreement between Registrant and Mercury Funds Distributor, a division of Princeton Funds Distributor, Inc. (including Selected Dealer Agreements).(4)
5		(c)		—		Form of Class B Shares Distribution Agreement between Registrant and Mercury Funds Distributor, a division of Princeton Funds Distributor, Inc. (including Selected Dealer Agreements).(4)
5		(d)		—		Form of Class C Shares Distribution Agreement between Registrant and Mercury Funds Distributor, a division of Princeton Funds Distributor, Inc. (including Selected Dealer Agreements).(4)
6				—		None.
7				—		Form of Custody Agreement.(4)
8		(a)		—		Form of Administration Agreement between Registrant and Mercury Asset Management US, a division of Fund Asset Management, L.P.(4)
8		(b)		—		Form of Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreement between Registrant and Financial Data Services, Inc.(4)
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.(2)
8		(d)		—		Form of License Agreement relating to Use of Name between Fund Asset Management, L.P. and Registrant.(4)
8		(e)		—		Credit Agreement between Registrant and a syndicate of banks.(3)
8		(f)		—		Form of Fee Waiver Agreement between Registrant and Mercury Asset Management US, a division of Fund Asset Management, L.P.(4)
9				—		Opinion and consent of Swidler Berlin Shereff Friedman, LLP , counsel for Registrant.(4)
10		(a)		—		Consent of Deloitte & Touche LLP, independent auditors for Registrant.
10		(b)		—		Consent of Swidler Berlin Shereff Friedman, LLP, counsel for Registrant.
11				—		None.
12				—		Form of Certificate of Fund Asset Management, L.P.
13		(a)		—		Form of Class A Shares Distribution Plan and Class A Shares Plan Sub-Agreement.(4)
13		(b)		—		Form of Class B Shares Distribution Plan and Class B Shares Plan Sub-Agreement.(4)
13		(c)		—		Form of Class C Shares Distribution Plan and Class C Shares Plan Sub-Agreement.(4)
14		(a)		—		Rule 18f-3 Plan.(4)
14		(b)		—		Power of Attorney for Officers, Directors and Trustees.(4)
14		(c)		—		Power of Attorney for Officers, Directors and Trustees.
15				—		Not applicable.
16				—		Code of Ethics.(4)

(1)	Incorporated by reference to identically numbered exhibit to Registrant’s initial Registration Statement on Form N-1A (file Nos. 333-88849 and 811-09617).

(2)	Incorporated by reference to Exhibit No. 8(c) to Pre-Effective Amendment No. 1 of Mercury Pan-European Growth Fund of Mercury Asset Management Funds, Inc.’s Registration Statement on Form N-1A (File Nos. 333-56205 and 811-08797).

(3)	Incorporated by reference to Exhibit 8(b) to the Registration Statement on Form N-1A of Master Premier Growth Trust (File No. 811-09733), filed December 21, 1999.

(4)	Incorporated by reference to identically numbered exhibit to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A (File Nos. 333-88849 and 811-09617).

Name		Positions with the Investment Adviser		Other  Substantial Business, Profession, Vocation or  Employment
ML & Co.		Limited Partner		Financial Services Holding Company; Limited Partner of Merrill Lynch Asset Management, L.P. (“MLAM”)
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 President		Executive Vice President of MLAM; Executive Vice President and Director of Princeton Services; President and Director of Princeton Funds Distributor, Inc. (“PFD”); Director of Financial Data Services, Inc.; President of Princeton Administrators
Gregory A. Bundy		Chief Operating Officer and Managing Director		Chief Operating Officer and Managing Director of MLAM; Chief Operating Officer and Managing Director of Princeton Services; Co-CEO of Merrill Lynch Australia from 1997 to 1999
Donald C. Burke		Senior Vice President, Treasurer and Director of Taxation		Senior Vice President and of Treasurer MLAM; Senior Vice President and Treasurer of Princeton Services; Vice President and Treasurer of PFO; First Vice President of MLAM from 1997 to 1999; Vice President of MLAM from 1990 to 1997
Michael G. Clark		Senior Vice President		Senior Vice President of MLAM; Senior Vice President of Princeton Services; Treasurer and Director of PFD; First Vice President of MLAM from 1997 to 1999; Vice President of MLAM from 1996 to 1997

Name		Positions with the Investment Adviser		Other  Substantial Business, Profession, Vocation or  Employment
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 President and General Counsel		Senior Vice President and General Counsel of MLAM; Senior Vice President of Princeton Services
Philip L. Kirstein		Senior Vice President and Secretary		Senior Vice President and Secretary of MLAM; Senior Vice President, 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 PFD
Stephen M. M. Miller		Senior Vice President		Executive Vice President of Princeton Administrators; Senior Vice President of Princeton Services
Joseph T. Monagle, Jr		Senior Vice President		Senior Vice President of MLAM; Senior Vice President of Princeton Services
Brian A. Murdock		Senior Vice President		Senior Vice President of MLAM; Senior Vice President of Princeton Services
Gregory D. Upah		Senior Vice President		Senior Vice President of MLAM

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 U.S. Small Cap Growth 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.

Name		(2) Positions and Offices with the Distributor		(3) Positions and Offices with Registrant
Terry K. Glenn		President and Director		President and Director
Michael G. Clark		Treasurer and Director		None
Thomas J. Verage		Director		None
Robert W. Crook		Senior Vice President		None
Michael J. Brady		Vice President		None
William M. Breen		Vice President		None
Donald C. Burke		Vice President		Vice President and Treasurer
James T. Fatseas		Vice President		None
Debra W. Landsman-Yaros		Vice President		None
Michelle T. Lau		Vice President		None
Salvatore Venezia		Vice President		None
William Wasel		Vice President		None
Robert Harris		Secretary		None

(1)   the registrant, Mercury QA Strategy Series, Inc., 800 Scudders Mill Road, Plainsboro, New Jersey 08536;

(2)   the transfer agent, Financial Data Services, Inc., P.O. Box 44062, Jacksonville, Florida 32232-4062;

(3)   the custodian, The Chase Manhattan Bank, 4 Chase MetroTech, 18th Floor, Brooklyn, New York 11245; and

(4)   the investment adviser, Mercury Asset Management US, a division of Fund Asset Management, L.P., 800 Scudders Mill Road, Plainsboro, New Jersey 08536.

MERCURY QA STRATEGY SERIES , INC .

(Registrant)

/S /    TERRY K. GLENN

By:

(Terry K. Glenn, President and Director)

Signature		Title		Date
/S /    TERRY K. GLENN                                                                                                           (Terry K. Glenn)		President and Director (Principal Executive Officer)		April 14, 2000
*                                                                                                           (Donald C. Burke)		Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
*                                                                                                           (M. Colyer Crum)		Director
*                                                                                                           (Laurie Simon Hodrick)		Director
*                                                                                                           (Jack B. Sunderland)		Director
*                                                                                                           (Stephen B. Swensrud)		Director
*                                                                                                           (J. Thomas Touchton)		Director
*                                                                                                           (Fred G. Weiss)		Director
*                                                                                                           (Arthur Zeikel)		Director
/S /    TERRY K. GLENN *By:                                                                                                          (Terry K. Glenn, Attorney-in-Fact)				April 14, 2000

Exhibit Number		Description
10(a)		Consent of Deloitte & Touche LLP, independent auditors for Registrant.
10(b)		Consent of Swidler Berlin Shereff Friedman, LLP, counsel for Registrant.
12		Form of Certificate of Fund Asset Management L.P.
14(c)		Power of Attorney for Officers, Directors and Trustees.