As filed with the Securities and Exchange Commission on October 20, 1999
Securities Act File No. _________
Investment Company Act File No. _________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM N-1A
Registration Statement under the Securities Act of 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. [ ]
and/or
Registration Statement under the
Investment Company Act of 1940 [X]
Amendment No. [ ]
(Check appropriate box or boxes)
__________
MERRILL LYNCH LARGE CAP SERIES 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
Terry K. Glenn
Merrill Lynch Large Cap Series Funds, Inc.
P.O. Box 9011
Princeton, New Jersey 08543-9011
(Name and Address of Agent for Service)
Copies to:
Counsel for the Fund: Michael J. Hennewinkel, Esq.
Laurin Blumenthal Kleiman, Esq. Fund Asset Management, L.P.
Brown & Wood LLP P.O. Box 9011
One World Trade Center Princeton, New Jersey 08543-9011
New York, New York 10048
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after the
effective date of the Registration Statement.
__________
Title of Securities Being Registered: Shares of Common Stock, par value
$.10 per share.
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.
__________
Master Large Cap Series Trust has also executed this Registration Statement.
================================================================================
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not use this prospectus to sell securities until the registration statement
containing this prospectus, which has been filed with the Securities and
Exchange Commission, is effective. This prospectus is not an offer to sell
these securities and is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED OCTOBER 20, 1999
[LOGO] MERRILL LYNCH
Merrill Lynch Large Cap Growth Fund
Merrill Lynch Large Cap Value Fund
Merrill Lynch Large Cap Core Fund
Of Merrill Lynch Large Cap Series Funds, Inc.
PROSPECTUS
_______________, 1999
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.
<PAGE>
TABLE OF CONTENTS
Page
[ICON] KEY FACTS
--------------------------------------------------
Merrill Lynch Large Cap Series Funds
at a Glance......................................3
Risk/Return Bar Chart............................4
Fees and Expenses................................5
[ICON] DETAILS ABOUT THE FUNDS
--------------------------------------------------
How the Funds Invest.............................7
Investment Risks.................................9
[ICON] YOUR ACCOUNT
--------------------------------------------------
Merrill Lynch Select Pricing(ServiceMark)
System..........................................11
How to Buy, Sell, Transfer and Exchange
Shares..........................................16
Participation in Merrill Lynch Fee-Based
Programs........................................21
[ICON] MANAGEMENT OF THE FUNDS
--------------------------------------------------
Fund Asset Management...........................23
Master/Feeder Structure.........................23
[ICON] FOR MORE INFORMATION
--------------------------------------------------
Shareholder Reports.....................Back Cover
Statement of Additional Information.....Back Cover
<PAGE>
[ICON] KEY FACTS
MERRILL LYNCH LARGE CAP SERIES FUNDS
AT A GLANCE
--------------------------------------------------
What are the Funds' investment objectives?
Merrill Lynch Large Cap Series Funds, Inc. is an
open end series type mutual fund that consists
of three separate Funds, each of which issues
its own shares:
o Merrill Lynch Large Cap Growth Fund
o Merrill Lynch Large Cap Value Fund
o Merrill Lynch Large Cap Core Fund
The main investment objective of each Fund is long
In an effort to help you term capital growth. In other words, each Fund
better understand the tries to choose investments that will increase in
many concepts involved in value. Current income from dividends and interest
making an investment will not be an important consideration in
decision, we have defined selecting portfolio securities.
the highlighted terms in
this prospectus in the
sidebar. What are the Funds' main investment strategies?
EQUITY SECURITIES -- Each Fund invests primarily in a diversified
securities representing portfolio of EQUITY SECURITIES of LARGE CAP
ownership of a COMPANIES located in the United States. Depending
corporation or securities on its investment goals, each Fund will invest in
whose price is linked to equity securities that Fund management believes
the value of securities are undervalued or have good prospects for
that represent company earnings growth.
ownership.
LARGE CAP COMPANIES -- A company whose earnings per share grow faster
companies whose median than inflation and the economy in general usually
market capitalization is has a higher stock price over time than a company
higher than the top 5% of with slower earnings growth. The Funds' evaluation
U.S. securities traded. 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
COMMON STOCK -- units of when its price is less than what the Investment
ownership of a Adviser believes it is worth. Each Fund also may
corporation. invest up to 10% of its assets in equity and debt
securities of companies located in countries other
RUSSELL 1000(R) INDEX -- than the United States. We cannot guarantee that
an index that measures any Fund will achieve its objective.
the performance of the
1,000 largest companies The Investment Adviser uses multi-factor
in the Russell 3000(R) quantitative models to look for companies that, in
Index, which represents its opinion, are consistent with the investment
approximately 92% of the strategy of each individual Fund. Each Fund seeks
total market its objective by investing primarily in COMMON
capitalization of the STOCKS of companies the Investment Adviser selects
Russell 3000(R) Index. from among those included in the Fund's applicable
The Russell 3000(R) Index RUSSELL 1000(R) INDEX, as follows:
measures the 3,000
largest U.S. companies
based on total market
capitalization, which
represents approximately
98% of the investable
U.S. equity market.
<PAGE>
[ICON] Key Facts
MERRILL LYNCH LARGE CAP SERIES FUNDS, INC.
Fund Applicable Index
---- ----------------
Large Cap Growth Fund Russell 1000(R) Growth Index
Large Cap Value Fund Russell 1000(R) Value Index
Large Cap Core Fund Russell 1000(R) Index
Each Fund is a "feeder" fund that invests all of
its assets in a corresponding "master" portfolio
(each, a "Portfolio") of the Master Large Cap
Series Trust that has the same objectives as the
Fund. All investments will be made at the Trust
level. This structure is sometimes called a
"master/feeder" structure. Each Fund's investment
results will correspond directly to the investment
results of the Portfolio in which it invests. For
simplicity, this Prospectus uses the term "Fund"
to include the Portfolio in which a Fund invests.
What are the main risks of investing in the Funds?
As with any fund, the value of a Fund's
investments--and therefore the value of Fund
shares--may go up or down. These changes may occur
because a particular stock market is rising or
falling. At other times, there are specific
factors that may affect the value of a particular
investment. Each Fund is also subject to the risk
that the stocks the Investment Adviser selects
will underperform the stock markets, the relevant
indices or other funds with similar investment
objectives and investment strategies. Since
foreign markets may differ significantly from U.S.
markets in terms of both economic conditions and
government regulation, investment in foreign
securities involves special risks. If the value of
your Fund's investments goes down, you may lose
money.
Who should invest?
A Fund may be an appropriate investment for you if
you:
o Are investing with long term goals in mind,
such as retirement or funding a child's
education
o Want a professionally managed and
diversified portfolio
o Are willing to accept the risk that the
value of your investment may decline in
order to seek long term capital growth
o Are not looking for a significant amount of
current income
RISK RETURN BAR CHART
----------------------------------------------
This Prospectus does not include a
Risk/Return Bar Chart because as of the date
of this Prospectus the Fund has not yet
commenced operations.
<PAGE>
UNDERSTANDING EXPENSES FEES AND EXPENSES
--------------------------------------------------
Fund investors pay
various expenses, either Each Fund offers four different classes of shares.
directly or indirectly. Although your money will be invested the same way
Listed below are some of no matter which class of shares you buy, there are
the main types of differences among the fees and expenses associated
expenses, which all with each class. Not everyone is eligible to buy
mutual funds may charge: every class. After determining which classes you
are eligible to buy, decide which class best suits
EXPENSES PAID DIRECTLY BY your needs. Your Merrill Lynch Financial
THE SHAREHOLDER: 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 a Fund. Future expenses may
be greater or less than those indicated below.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
SHAREHOLDER FEES -- these SHAREHOLDER FEES (FEES PAID DIRECTLY FROM
include sales charges, YOUR INVESTMENT)(a): Class A Class B(b) Class C Class D
which you may pay when -----------------------------------------------------------------------------------------------------
you buy or sell shares of MAXIMUM SALES CHARGE (LOAD)
a Fund. IMPOSED ON PURCHASES
(AS A PERCENTAGE OF OFFERING PRICE) 5.25%(c) None None 5.25%(c
EXPENSES PAID INDIRECTLY -----------------------------------------------------------------------------------------------------
BY THE SHAREHOLDER: Maximum Deferred Sales Charge (Load)
(as a percentage of original purchase
ANNUAL FUND OPERATING price or redemption proceeds,
EXPENSES -- expenses that whichever is lower) None(d) 4.0%(c) 1.0%(c) None(d)
cover the costs of -----------------------------------------------------------------------------------------------------
operating a Fund. 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)(e):
-----------------------------------------------------------------------------------------------------
MANAGEMENT FEE(f)
-----------------------------------------------------------------------------------------------------
DISTRIBUTION AND/OR SERVICE
(12B-1) FEES(g) None 1.00% 1.00% 0.25%
-----------------------------------------------------------------------------------------------------
OTHER EXPENSES
(INCLUDING TRANSFER AGENCY FEES)(h)
-----------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES
-----------------------------------------------------------------------------------------------------
FEE WAIVER/ AND/OR EXPENSE REIMBURSEMENT(i)
-----------------------------------------------------------------------------------------------------
NET TOTAL OPERATING EXPENSES(j)
-----------------------------------------------------------------------------------------------------
</TABLE>
MANAGEMENT FEE -- a fee (a) In addition, Merrill Lynch may charge a
paid to the Investment processing fee (currently $5.35) when a
Adviser for managing a client buys or sells shares.
Fund. (b) Class B shares automatically convert to Class
D shares about eight years after you buy
DISTRIBUTION FEES -- fees them and will no longer be subject to
used to support a Fund's distribution fees.
marketing and (c) Some investors may qualify for reductions in
distribution efforts, the sales charge (load).
such as compensating (d) You may pay a deferred sales charge if you
Financial Consultants, purchase $1 million or more and you redeem
advertising and within one year.
promotion. (e) For each Fund, the fees and expenses include
the expenses of both the Fund and the
SERVICE (ACCOUNT Portfolio in which it invests.
MAINTENANCE) FEES -- fees (f) Paid by each Portfolio. The Investment
used to compensate Adviser provides accounting services to
securities dealers for each Portfolio at its cost.
account maintenance (g) The Funds call the "Service Fee" an "Account
activities. Maintenance Fee." Account Maintenance Fee
is the term used in this Prospectus and in
all other Fund materials. If you hold Class B
or Class C shares for a long time, it may
cost you more in distribution (12b-1) fees
than the maximum sales charge that you would
have paid if you had bought one of the other
classes.
(h) Based on estimated amounts for the current
fiscal year. Each Fund pays the Transfer
Agent $11.00 for each Class A and Class D
shareholder account and $14.00 for each Class
B and Class C shareholders account and
reimburses the Transfer Agent's out-of-pocket
expenses. Each Fund pays a 0.10% fee for
certain accounts that participate in the
Merrill Lynch Mutual Fund Advisor program.
Each Fund also pays $0.20 monthly closed
account charge, which is assessed upon all
accounts that close during the year. This fee
begins the month following the month the
account is closed and ends at the end of the
calendar year.
(i) With respect to each Fund the Investment
Adviser has entered into a contractual
arrangement with either the Fund or its
Portfolio as necessary to assure that
expenses incurred by each class of that Fund
will not exceed the following: Class A %;
Class B %; Class C %; Class D %.
(j) The net total 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 and/or
expense reimbursement currently in effect.
<PAGE>
[ICON] Key Facts
EXAMPLE:
These examples are intended to help you compare
the cost of investing in the Funds with the cost
of investing in other mutual funds.
These examples assume that you invest $10,000 in a
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:*
---
1 YEAR 3 YEARS
-------------------------------------------------
Class A $ $
-------------------------------------------------
Class B $ $
-------------------------------------------------
Class C $ $
-------------------------------------------------
Class D $ $
-------------------------------------------------
EXPENSES IF YOU DID NOT REDEEM YOUR SHARES:*
-------
1 YEAR 3 YEARS
--------------------------------------------------
Class A $ $
--------------------------------------------------
Class B $ $
--------------------------------------------------
Class C $ $
--------------------------------------------------
Class D $ $
--------------------------------------------------
*For each Fund, the expenses include the expenses
of both the Fund and the Portfolio in which it
invests.
<PAGE>
[ICON] DETAILS ABOUT THE HOW THE FUNDS INVEST
FUNDS --------------------------------------------------
Each Fund's main goal is long term capital growth.
Each Fund tries to achieve its goal by investing
primarily in a diversified portfolio of equity
securities of large cap companies located in the
United States.
Each Fund seeks its investment objective by
investing at least 80% of its total assets in
common stocks of companies the Investment Adviser
selects from among those included in the Fund's
applicable Russell 1000(R) index. The Investment
Adviser uses a different multi-factor quantitative
model to look for companies within the applicable
Russell 1000(R) index that, in its opinion, are
consistent with the investment objective of each
Fund.
As a large cap fund, each Fund's common stock
holdings will have a dollar-weighted median market
capitalization that exceeds that of the top 5% of
U.S. securities traded.
Each Fund will seek to outperform its benchmark:
o THE LARGE CAP GROWTH FUND will seek to
outperform the Russell 1000(R) Growth Index by
investing in equity securities that the Investment
Adviser believes have above average earnings
prospects. The Russell 1000(R) Growth Index (which
consists of those Russell 1000(R) securities with
a greater-than-average growth orientation) is a
subset of the Russell 1000(R) Index.
o THE LARGE CAP VALUE FUND will seek to outperform
the Russell 1000(R) Value Index by investing in
ABOUT THE PORTFOLIO equity securities that the Investment Adviser
MANAGER believes are selling at below normal valuations.
Robert C. Doll, The Russell 1000(R) Value Index, another subset of
Jr. is a Senior Vice the Russell 1000(R) Index, consists of those
President and the Russell 1000(R) companies with lower price-to-book
Portfolio Manager of the ratios and lower forecasted growth values.
Funds. Mr. Doll has been
a Senior Vice President o THE LARGE CAP CORE FUND has a blended investment
of Fund Asset Management strategy that emphasizes a mix of both growth and
since 1999. Prior to value and will seek to outperform the Russell
joining the Investment 1000(R) Index.
Adviser, Mr. Doll was
Chief Investment Officer Although the Growth Fund emphasizes growth-
of OppenheimerFunds, Inc. oriented investments, the Value Fund emphasizes
in 1999 and an Executive value-oriented investments and the Core Fund uses
Vice President thereof a blend of growth and value, there are equity
from 1991 to 1999. investment strategies common to all three Funds.
In selecting securities for a Fund's portfolio
ABOUT THE INVESTMENT from that Fund's benchmark universe, the
ADVISER Investment Adviser uses a different proprietary
The Funds are quantitative model for each Fund. Each model
managed by Fund Asset employs three filters in its initial screens:
Management, L.P. earnings momentum,
<PAGE>
[ICON] DETAILS ABOUT THE earnings surprise and valuation. For each
FUNDS Fund, the Investment Adviser looks for strong
relative earnings growth, preferring internal
growth and unit growth to growth resulting from a
company's pricing structure. A company's stock
price relative to its earnings and book value is
also examined--if the Investment Adviser believes
that a company is overvalued, it will not be
considered as an investment for any Fund. After
the initial screening is done, the Investment
Adviser relies on fundamental analysis, using both
internal and external research, to optimize its
quantitative model to choose companies the
Investment Adviser believes have strong,
sustainable earnings growth with current momentum
at attractive price valuations.
Each Fund typically will hold between 60 and 100
stocks from among those included in its applicable
Russell 1000(R) index. Because a Fund generally
will not hold all the stocks in its applicable
index, and because a Fund's investments may be
allocated in amounts that vary from the
proportional weightings of the various stocks in
that index, the Funds are not "index" funds. In
seeking to outperform the relevant benchmark,
however, the Investment Adviser reviews potential
investments using certain criteria that are based
on the securities in the relevant index. These
criteria currently include the following:
o Relative price to earnings and price to
book ratios
o Weighted median market capitalization of
the applicable Russell 1000(R) index as
compared to the portfolio holdings of a
particular Fund
o Allocation among the economic sectors of a
Fund's portfolio as compared to the
applicable index
o Weighted individual stocks within the
applicable index
These criteria are explained in detail in the
Statement of Additional Information.
Each Fund also may invest up to 10% of its total
assets in securities of companies organized under
the laws of countries other than the United States
that are traded on foreign securities exchanges or
in the foreign over-the-counter markets, including
securities of foreign issuers that are represented
by American Depository Receipts, or "ADRs."
Securities of foreign issuers that are represented
by ADRs or that are listed on a U.S. securities
exchange or traded in the U.S. over-the-counter
markets are considered "foreign securities" for
the purpose of the Fund's investment allocations.
The Fund anticipates that it would generally limit
its foreign securities investments to ADRs of
issuers in developed countries.
Each Fund may invest in convertible securities,
preferred stocks and U.S. Government debt
securities (i.e., long term securities that are
direct obligations of the U.S. Government).
<PAGE>
As a temporary measure for defensive purposes,
each Fund may invest without limit in cash, cash
equivalents or short-term U.S. Government securi-
ties. These investments may include high quality,
short-term money market instruments such as
<PAGE>
U.S. Treasury and agency obligations, commercial
paper (short-term, unsecured, negotiable
promissory notes of a domestic or foreign
company), short-term debt obligations of corporate
issuers and certificates of deposit and bankers'
acceptances. These investments may hamper a Fund's
ability to meet its investment objective.
INVESTMENT RISKS
--------------------------------------------------
This section contains a summary discussion of the
general risks of investing in the Funds. As with
any fund, there can be no guarantee that a Fund
will meet its objective, or that a Fund's
performance will be positive over any period of
time.
MARKET RISK AND SELECTION RISK
Market risk is the risk that the equity markets
will go down in value, including the possibility
that the equity markets will go down sharply and
unpredictably. Selection risk is the risk that the
stocks that the Investment Adviser selects will
underperform the markets or other funds with
similar investment objectives and investment
strategies.
FOREIGN MARKET RISKS
Each Fund may invest in companies located in
countries other than the United States. This may
expose each Fund to risks associated with foreign
investments.
o 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
o The costs of non-U.S. securities
transactions tend to be higher than those
of U.S. transactions
o These holdings may be adversely affected by
foreign government action
o International trade barriers or economic
sanctions against certain non-U.S.
countries may adversely affect these
holdings
<PAGE>
[ICON] DETAILS ABOUT THE DERIVATIVES
FUNDS
The Funds may use derivatives such as futures and
options for hedging purposes, including
anticipatory hedges. Hedging is a strategy in
which a Fund uses a derivative to offset the risk
that other Fund holdings may decrease in value.
While hedging can reduce losses, it can also
reduce or eliminate gains if the market moves in a
different manner than anticipated by the Fund or
if the cost of the derivative outweighs the
benefit of the hedge. Hedging also involves the
risk that changes in the value of the derivative
will not match those of the holdings being hedged
as expected by the Fund, in which case any losses
on the holdings being hedged may not be reduced.
There can be no assurance that any Fund's hedging
strategy will reduce risk or that hedging
transactions will be either available or cost
effective. The Funds are not required to use
hedging and may choose not to do so.
WHEN ISSUED SECURITIES, DELAYED DELIVERY
SECURITIES AND FORWARD COMMITMENTS
When issued and delayed delivery securities and
forward commitments involve the risk that a
security a Fund buys will lose value prior to
its delivery. There also is the risk that the
security will not be issued or that the other
party will not meet its obligation. If this
occurs, the Fund both loses the investment
opportunity for the assets it has set aside to
pay for the security and any gain in the
security's price.
BORROWING AND LEVERAGE
Each Fund may borrow for temporary emergency
purposes including to meet redemptions. Borrowing
may exaggerate changes in the net asset value of a
Fund's shares and in the yield on a Fund's
portfolio. Borrowing will cost a Fund interest
expense and other fees. The costs of borrowing may
reduce a Fund's return. Certain securities that
the Funds buy may create leverage including, for
example, derivatives, when issued securities,
forward commitments and options.
STATEMENT OF ADDITIONAL INFORMATION
--------------------------------------------------
If you would like further information about the
Funds, including how they invest, please see the
Statement of Additional Information.
<PAGE>
[ICON] YOUR ACCOUNT
MERRILL LYNCH SELECT PRICING(SERVICEMARK) SYSTEM
--------------------------------------------------
Each 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. When you choose your class of shares,
you should consider the size of your investment
and how long you plan to hold your shares. Your
Merrill Lynch Financial Consultant can help you
determine which share class is best suited to your
personal financial goals.
For example, if you select Class A or D shares,
you generally pay a sales charge at the time of
purchase. If you buy Class D shares, you also pay
an ongoing account maintenance fee of 0.25%. You
may be eligible for a sales charge reduction or
waiver.
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 a 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 Funds' shares are distributed by Merrill Lynch
Funds Distributor, a division of Princeton Funds
Distributor, Inc., an affiliate of Merrill Lynch.
<PAGE>
[ICON] Your Account
The table below summarizes key features of the Merrill Lynch Select Pricing
(ServiceMark) System.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Class A Class B Class C Class D
- ------------------------------------------------------------------------------------------------------------------------------------
Availability Limited to certain Generally available Generally available Generally available
investors including: through Merrill Lynch. through Merrill Lynch. through Merrill Lynch.
o Current Class A Limited availability Limited availability Limited availability
shareholders through other securities through other through other securities
o Certain dealers. securities dealers. dealers.
Retirement Plans
o Participants in
certain Merrill
Lynch-sponsored
programs
o Certain
affiliates of
Merrill Lynch
- ------------------------------------------------------------------------------------------------------------------------------------
Initial Sales Charge? Yes. Payable at time No. Entire purchase No. Entire purchase Yes. Payable at time of
of purchase. Lower price is invested in price is invested in purchase. Lower sales
sales charges available shares of the Fund. shares of the Fund. charges available for
for larger investments. larger investments.
- ------------------------------------------------------------------------------------------------------------------------------------
Deferred Sales Charge? No. (May be charged Yes. Payable if you Yes. Payable if you No. (May be charged for
for purchases over $1 redeem within four years redeem within one year purchases over $1
million that are of purchase. of purchase. million that are
redeemed within one redeemed within one
year.) year.)
- ------------------------------------------------------------------------------------------------------------------------------------
Account Maintenance and No. 0.25% Account 0.25% Account 0.25% Account
Distribution Fees? Maintenance Fee Maintenance Fee Maintenance Fee
0.75% Distribution Fee. 0.75% Distribution Fee. No Distribution Fee.
- ------------------------------------------------------------------------------------------------------------------------------------
Conversion to Class D No. Yes, automatically after No. No.
Shares? approximately eight
years.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
CLASS A AND CLASS D SHARES -- INITIAL SALES CHARGE
OPTIONS
If you select Class A or D shares, you will pay a
sales charge at the time of purchase as shown in
the following table.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Dealer
Compensation
As a % of As a % of as a % of
Your Investment Offering Price Your Investment* Offering Price
-----------------------------------------------------------------------------------------
Less than $25,000 5.25% 5.54% 5.00%
-----------------------------------------------------------------------------------------
$25,000 but less than 4.75% 4.99% 4.50%
$50,000
-----------------------------------------------------------------------------------------
$50,000 but less than 4.00% 4.17% 3.75%
$100,000
-----------------------------------------------------------------------------------------
$100,000 but less than 3.00% 3.09% 2.75%
$250,000
-----------------------------------------------------------------------------------------
$250,000 but less than 2.00% 2.04% 1.80%
$1,000,000
-----------------------------------------------------------------------------------------
$1,000,000 and over** 0.00% 0.00% 0.00%
-----------------------------------------------------------------------------------------
</TABLE>
Right of Accumulation -- *Rounded to the nearest one-hundredth percent.
permits you to pay the **If you invest $1,000,000 or more in Class A or D
sales charge that would shares, you may not pay an initial sales charge.
apply to the cost or However, if you redeem your shares within one
value (whichever is year after purchase, you may be charged a
higher) of all shares you deferred sales charge. This charge is 1% of the
own in the Merrill Lynch lesser of the original cost of the shares being
mutual funds that offer redeemed or your redemption proceeds. A sales
Select Pricing options. charge of 0.75% will be charged on purchases of
$1,000,000 or more of Class A and D shares by
Letter of Intent -- certain employer sponsored retirement or savings
permits you to pay the plans.
sales charge that would
be applicable if you add No initial sales charge applies to Class A or
up all shares of Merrill Class D shares that you buy through reinvestment
Lynch Select Pricing of dividends.
(ServiceMark) System
funds that you
agree to buy within a 13 A reduced or waived sales charge on a purchase of
month period. Certain Class A or D shares may apply for:
restrictions apply.
o Purchases under a RIGHT OF ACCUMULATION or
LETTER OF INTENT.
o Merrill Lynch Blueprint(ServiceMark) Program
participants
o TMA(ServiceMark) Managed Trusts
o Certain Merrill Lynch investment or central
asset accounts
o Certain employer-sponsored retirement or
savings plans
<PAGE>
o Purchases using proceeds from the sale of
certain Merrill Lynch closed-end funds under
certain circumstances
o Certain investors, including directors or
trustees of Merrill Lynch mutual funds and
Merrill Lynch employees
o Certain Merrill Lynch fee-based programs
<PAGE>
[ICON] YOUR ACCOUNT Only certain investors are eligible to buy Class A
shares. Your Merrill Lynch Financial Consultant
can help you determine whether you are eligible to
buy Class A shares or to participate in any of
these programs.
If you decide to buy shares under the initial
sales charge alternative and you are eligible to
buy both Class A and Class D shares, you should
buy Class A shares since Class D shares are
subject to a 0.25% account maintenance fee, while
Class A shares are not.
If you redeem Class A or Class D shares and within
30 days buy new shares of the same class, you will
not pay a sales charge on the new purchase amount.
The amount eligible for this "Reinstatement
Privilege" may not exceed the amount of your
redemption proceeds. To exercise the privilege,
contact your Merrill Lynch Financial Consultant or
the Funds' Transfer Agent at 1-800-MER-FUND.
CLASS B AND CLASS C SHARES -- DEFERRED SALES
CHARGE OPTIONs
If you select Class B or Class C shares, you do
not pay an initial sales charge at the time of
purchase. However, if you redeem your Class B
shares within four years after purchase or Class C
shares within one year after purchase, you may be
required to pay a deferred sales charge. You will
also pay distribution fees of 0.75% and account
maintenance fees of 0.25% each year under
distribution plans that each Fund has adopted
under Rule 12b-1. Because these fees are paid out
of the Funds' assets on an ongoing basis, over
time these fees increase the cost of your
investment and may cost you more than paying an
initial sales charge. The Distributor uses the
money that it receives from the deferred sales
charge and the distribution fees to cover the
costs of marketing, advertising and compensating
the Merrill Lynch Financial Consultant or other
securities dealer who assists you in your decision
in purchasing Fund shares.
CLASS B SHARES
If you redeem Class B shares within four years
after purchase, you may be charged a deferred
sales charge. The amount of the charge gradually
decreases as you hold your shares over time,
according to the following schedule:
<PAGE>
Year Since Purchase Sales Charge*
-----------------------------------------
0-1 4.00%
-----------------------------------------
1-2 3.00%
-----------------------------------------
2-3 2.00%
-----------------------------------------
3-4 1.00%
-----------------------------------------
4 and thereafter 0.00%
-----------------------------------------
*The percentage charge will apply to the lesser of
the original cost of the shares being redeemed or
the proceeds of your redemption. Shares acquired
by dividend reinvestment are not subject to a
deferred sales charge. Merrill Lynch funds may
not all have identical deferred sales charge
schedules. In the event of an exchange for the
shares of another Merrill Lynch fund, the higher
charge would apply.
The deferred sales charge relating to Class B
shares may be reduced or waived in certain
circumstances, such as:
o Certain post-retirement withdrawals from an
IRA or other retirement plan if you are
over 59 1/2 years old
o Redemption by certain eligible 401(a) and
401(k) plans, certain related accounts,
group plans participating in the Merrill
Lynch Blueprint(ServiceMark) Program and
certain retirement plan rollovers
o Redemption in connection with participation
in certain Merrill Lynch fee-based programs
o 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
o Withdrawal through the Merrill Lynch
Systematic Withdrawal Plan of up to 10% per
year of your Class B account value at the
time the plan is established
<PAGE>
[ICON] YOUR ACCOUNT Your Class B shares convert automatically into
Class D shares approximately eight years after
purchase. Any Class B shares received through
reinvestment of dividends paid on converting
shares will also convert at that time. Class D
shares are subject to lower annual expenses than
Class B shares. The conversion of Class B shares
to Class D shares is not a taxable event for
Federal income tax purposes.
Different conversion schedules apply to Class B
shares of different Merrill Lynch mutual funds.
For example, Class B shares of a fixed income
fund typically convert approximately ten years
after purchase compared to approximately eight
years for equity funds. If you acquire your
Class B shares in an exchange from another fund
with a shorter conversion schedule, the Funds'
eight year conversion schedule will apply. If
you exchange your Class B shares in a Fund for
Class B shares of a fund with a longer
conversion schedule, the other fund's conversion
schedule will apply. 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 relative 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 Merrill Lynch
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 Merrill Lynch
or other securities dealers. You may also buy
shares through the Transfer Agent. To learn more
about buying shares through the Transfer Agent,
call 1-800-MER-FUND. Because the selection of a
mutual fund involves many considerations, your
Merrill Lynch Financial Consultant may help you
with this decision.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
IF YOU WANT TO YOUR CHOICES INFORMATION IMPORTANT FOR YOU TO KNOW
- ------------------------------------------------------------------------------------------------------------------------------------
Buy shares First, select the share Please refer to the Merrill Lynch Select Pricing table on page 12. Be sure
class appropriate for you to read this prospectus carefully.
-------------------------------------------------------------------------------------------------------------
Next, determine the amount The minimum initial investment for each Fund is $1,000 for all accounts
of your investment except:
o $250 for certain Merrill Lynch fee-based programs
o $100 for retirement plans
(The minimums for initial investments may be waived under certain
circumstances.)
-------------------------------------------------------------------------------------------------------------
Have your Merrill Lynch The price of your shares is based on the next calculation of net asset
Financial Consultant or value after your order is placed. Any purchase orders placed prior to the
securities dealer submit close of business on the New York Stock Exchange (generally, 4:00 p.m.
your purchase order Eastern time) will be priced at the net asset value determined that day.
Purchase orders placed after that time will be priced at the net asset
value determined on the next business day. The Funds may reject any order
to buy shares and may suspend the sale of shares at any time. Merrill
Lynch may charge a processing fee to confirm a purchase. This fee
is currently $5.35.
-------------------------------------------------------------------------------------------------------------
Or contact the Transfer To purchase shares directly, call the Transfer Agent at 1-800-MER-FUND and
Agent 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 Purchase additional shares The minimum investment for additional purchases is generally $50
Investment except that retirement plans have a minimum additional purchase of $1
and certain programs, such as automatic investment plans, may have
higher minimums.
(The minimums for additional purchases may be waived under certain
circumstances.)
-------------------------------------------------------------------------------------------------------------
Acquire additional shares All dividends are automatically reinvested without a sales charge.
through the automatic
dividend reinvestment plan
-------------------------------------------------------------------------------------------------------------
Participate in the You may invest a specific amount on a periodic basis through certain
automatic investment plan Merrill Lynch investment or central asset accounts.
- ------------------------------------------------------------------------------------------------------------------------------------
<PAGE>
[ICON] YOUR ACCOUNT
IF YOU WANT TO YOUR CHOICES INFORMATION IMPORTANT FOR YOU TO KNOW
- ------------------------------------------------------------------------------------------------------------------------------------
Transfer Shares To Transfer to a participating You may transfer your Fund shares only to another securities dealer that
Another Securities securities dealer has entered into an agreement with Merrill Lynch. Certain shareholder
Dealer services may not be available for the transferred shares. You may only
purchase additional shares of funds previously owned before the transfer.
All future trading of these shares must be coordinated by the receiving
firm.
-------------------------------------------------------------------------------------------------------------
Transfer to a You must either:
non-participating o Transfer your shares to an account with the Transfer Agent; or
securities dealer o Sell your shares, paying any applicable CDSC.
- ------------------------------------------------------------------------------------------------------------------------------------
Sell Your Shares Have your Merrill Lynch The price of your shares is based on the next calculation of net asset
Financial Consultant or value after your order is placed. For your redemption request to be priced
securities dealer submit at the net asset value on the day of your request, you must submit your
your sales order request to your dealer prior to the close of business on the New York
Stock Exchange (generally 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 Funds not more than thirty minutes after the
close of business on the New York Stock Exchange on the day the request
was received.
Securities dealers, including Merrill Lynch, may charge a fee to process
a redemption of shares. Merrill Lynch currently charges a fee of $5.35.
No processing fee is charged if you redeem shares directly through the
Transfer Agent.
The Funds may reject an order to sell shares under certain
circumstances.
<PAGE>
IF YOU WANT TO YOUR CHOICES INFORMATION IMPORTANT FOR YOU TO KNOW
- ------------------------------------------------------------------------------------------------------------------------------------
Sell through the Transfer You may sell shares held at the Transfer Agent by writing to the Transfer
Agent Agent at the address on the inside back cover of this prospectus. All share-
holders on the account must sign the letter. A signature guarantee generally
will 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 and loan 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.
If you hold share certificates, they must be delivered to the Transfer
Agent before they can be converted. Check with the Transfer Agent or
your Merrill Lynch Financial Consultant for details.
- ------------------------------------------------------------------------------------------------------------------------------------
Sell Shares Participate in a Fund's You can choose to receive systematic payments from your Fund account either
Systematically Systematic Withdrawal Plan by check or through direct deposit to your bank account on a monthly or
quarterly basis. If you hold your Fund shares in a Merrill Lynch CMA(R),
CBA(R) or Retirement Account you can arrange for systematic redemptions
of a fixed dollar amount on a monthly, bi-monthly, quarterly,
semi-annual or annual basis, subject to certain conditions. Under either
method you must have dividends automatically reinvested. For Class B and C
shares your total annual withdrawals cannot be more than 10% per year of
the value of your shares at the time your plan is established. The
deferred sales charge is waived for systematic redemptions. Ask your
Merrill Lynch Financial Consultant for details.
<PAGE>
[ICON] YOUR ACCOUNT
IF YOU WANT TO YOUR CHOICES INFORMATION IMPORTANT FOR YOU TO KNOW
- ------------------------------------------------------------------------------------------------------------------------------------
Exchange Your Shares Select the fund into which You can exchange your shares of a Fund for shares of many other Merrill
you want to exchange. Be Lynch mutual funds. You must have held the shares used in the exchange for
sure to read that fund's at least 15 calendar days before you can exchange to another fund.
prospectus
Each class of Fund shares is generally exchangeable for shares of the same
class of another Merrill Lynch fund. If you own Class A shares and wish to
exchange into a fund in which you have no Class A shares (and you are not
eligible to purchase Class A shares), you will exchange into Class D shares.
Some of the Merrill Lynch mutual funds impose a different initial or
deferred sales charge schedule. If you exchange Class A or Class D shares
for shares of a fund with a higher initial sales charge than you originally
paid, you will be charged the difference at the time of exchange. If you
exchange Class B shares for shares of a fund with a different deferred sales
charge schedule, the higher schedule will apply. The time you hold Class B
or C shares in both funds will count when determining your holding period
for calculating a deferred sales charge at redemption. If you exchange Class
A or D shares for money market fund shares, you will receive Class A shares
of Summit Cash Reserves Fund. Class B or C shares of a Fund will be
exchanged for Class B shares of Summit.
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>
<PAGE>
NET ASSET VALUE -- the HOW SHARES ARE PRICED
market value of a Fund's --------------------------------------------------
total assets after
deducting liabilities, When you buy shares, you pay the NET ASSET VALUE,
divided by the number of plus any applicable sales charge. This is the
shares outstanding. offering price. Shares are also redeemed at their
net asset value, minus any applicable deferred
sales charge. The Funds calculate their 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 next one calculated after your purchase or
redemption order is placed. Foreign securities
owned by the Funds may trade on weekends or other
days when the Funds do not price their shares. As
a result, the Funds' net asset value may change on
days when you will not be able to purchase or
redeem Fund shares.
Generally, Class A shares will have the highest
net asset value because that class has the lowest
expenses, and Class D shares will have a higher
net asset value than Class B or Class C shares.
Also, dividends paid on Class A and Class D shares
will generally be higher than dividends paid on
Class B and Class C shares because Class A and
Class D shares have lower expenses.
PARTICIPATION IN MERRILL LYNCH FEE-BASED PROGRAMS
--------------------------------------------------
If you participate in certain fee-based programs
offered by Merrill Lynch, you may be able to buy
Class A shares at net asset value, including by
exchanges from other share classes. Sales charges
on the shares being exchanged may be reduced or
waived under certain circumstances.
You generally cannot transfer shares held through
a fee-based program into another account. Instead,
you will have to redeem your shares held through
the program and purchase shares of another class,
which may be subject to 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 a Fund's shares or into a money
market fund. The class you receive may be the
class you originally owned when you entered the
program, or in certain cases, a different class.
If the exchange is into Class B shares, the period
before conversion to Class D shares may be
modified. Any redemption or exchange will be at
net asset value. However, if you participate in
the program for less than a specified period, you
may be charged a fee in accordance with the terms
of the program.
<PAGE>
[ICON] YOUR ACCOUNT Details about these features and the relevant
charges are included in the client agreement for
each fee-based program and are available from your
Merrill Lynch Financial Consultant.
DIVIDENDS -- ordinary DIVIDENDS AND TAXES
income and capital gains --------------------------------------------------
paid to shareholders.
Dividends may be The Funds will distribute at least annually any
reinvested in additional net investment income and any net realized long or
Fund shares as they are short-term capital gains. The Funds may also pay a
paid. special distribution at the end of the calendar
year to comply with Federal tax requirements.
DIVIDENDS may be reinvested automatically in
shares of a 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 Funds, contact your Merrill
Lynch 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.
"BUYING A DIVIDEND"
Unless your investment is You will pay tax on dividends from a Fund whether
in a tax-deferred you receive them in cash or additional shares. If
account, you may want to you redeem Fund shares or exchange them for shares
avoid buying shares of another fund, any gain on the transaction may
shortly before a Fund be subject to tax. Capital gain dividends are
pays a dividend. The generally taxed at different rates than ordinary
reason? If you buy shares income dividends.
when a fund has realized
but not yet distributed If you are neither a lawful permanent resident nor
ordinary income or capital a citizen of the U.S. or if you are a foreign
gains, you will pay entity, a Fund's ordinary income dividends (which
the full price for include distributions of net short-term capital
the shares and then gains) will generally be subject to a 30% U.S.
receive a portion of withholding tax, unless a lower treaty rate
the price back in the applies.
form of a taxable
dividend. Before Dividends and interest received by the Funds may
investing you may want to give rise to withholding and other taxes imposed
consult your tax adviser. by foreign countries. Tax conventions between
certain countries and the United States may reduce
or eliminate such taxes.
By law, a Fund must withhold 31% of your dividends
and redemption proceeds if you have not provided a
taxpayer identification number or social security
number or if the number you have provided is
incorrect.
This section summarizes some of the consequences
under current Federal tax law of an investment in
a Fund. It is not a substitute for personal tax
advice. Consult your personal tax adviser about
the potential tax consequences of an investment in
a Fund under all applicable tax laws.
<PAGE>
[ICON] MANAGEMENT OF THE FUND FUND ASSET MANAGEMENT
--------------------------------------------------
Fund Asset Management, L.P., the Funds' Investment
Adviser, manages each Portfolio's investments
under the overall supervision of the Board of
Trustees of the Master Large Cap Series Trust. The
Investment Adviser has the responsibility for
making all investment decisions for the Funds. The
Trust pays the Investment Adviser a fee at the
annual rate of __% of the average daily net assets
of the Trust.
Fund Asset Management is part of the Asset
Management Group of ML & Co., which had
approximately $____ billion in investment company
and other portfolio assets under management as of
____, 1999. This amount includes assets managed
for Merrill Lynch affiliates.
MASTER/FEEDER STRUCTURE
--------------------------------------------------
Each Fund is a series of Merrill Lynch Large Cap
Series Funds, Inc. and is a "feeder" fund that
invests in a corresponding "master" portfolio of
the Master Large Cap Series Trust. (Except where
indicated, this prospectus uses the term "Fund" to
mean a feeder fund and its Portfolio taken
together.) Investors in a Fund will acquire an
indirect interest in the corresponding Portfolio.
Each Portfolio accepts investments from other
feeder funds, and all the feeders of a given
Portfolio bear the portfolio's expenses in
proportion to their assets. This structure may
enable the Funds 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
Portfolio from different feeders may offset each
other and produce a lower net cash flow.
However, each feeder can set its own transaction
minimums, fund-specific expenses, and other
conditions. This means that one feeder could offer
access to the same Portfolio on more attractive
terms, or could experience better performance,
than another feeder.
Whenever a Portfolio holds a vote of its feeder
funds, the Fund investing in that Portfolio will
pass the vote through to its own shareholders.
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 a
Fund over the operations of its Portfolio.
A Fund may withdraw from its master 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
<PAGE>
[ICON] Management of the Fund
[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 Funds could be adversely affected if the
computer systems used by Fund management or other
service providers of the Funds 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 Funds' other service providers have told Fund
management that they also expect to resolve the
Year 2000 Problem, and Fund management will
continue to monitor the situation as the year 2000
approaches. However, if the problem has not been
fully addressed, the Funds could be negatively
affected. The Year 2000 Problem could also have a
negative impact on the companies in which the
Funds invest. This negative impact may be greater
for smaller companies and companies in foreign
markets, since they may be less prepared for the
Year 2000 Problem than domestic companies and
markets. If the companies in which the Funds
invest have Year 2000 Problems, the Funds' returns
could be adversely affected.]
<PAGE>
Fund
Merrill Lynch Large Cap Growth Fund
Merrill Lynch Large Cap Value Fund
Merrill Lynch Large Cap Core Fund
of Merrill Lynch Large Cap Series Fund, Inc.
P.O. Box 9011
Princeton, New Jersey 08543-9011
(888-763-2260)
Investment Adviser
Administrative Offices:
Fund Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Mailing Address:
P.O. Box 9011
Princeton, New Jersey 08543-9011
Telephone Number:
1-800-MER-FUND
Transfer Agent
Financial Data Services, Inc.
P.O. Box 44062
Jacksonville, Florida 32232-4062
(888-763-2260)
Independent Auditors
Distributor
Merrill Lynch Funds Distributor,
a division of Princeton Funds Distributor, Inc.
P.O. Box 9081
Princeton, New Jersey 08543-9081
Custodian
Counsel
Brown & Wood LLP
One World Trade Center
New York, New York 10048-0557
<PAGE>
[ICON] FOR MORE INFORMATION [LOGO] Merrill Lynch
SHAREHOLDER REPORTS Merrill Lynch Large Cap Growth Fund
Merrill Lynch Large Cap Value Fund
Additional information Merrill Lynch Large Cap Core Fund
about each Fund's OF MERRILL LYNCH LARGE CAP SERIES FUNDS, INC.
investments will be
available in the Funds' PROSPECTUS
annual and semi-annual
reports to shareholders.
In the Funds' annual
report you will find a
discussion of the market
conditions and investment
strategies that
significantly affected
each Fund's performance
during its last fiscal
year. You may obtain
these reports at no cost
by calling 1-800-MER-FUND.
Each Fund will send you
one copy of each
shareholder report and
certain other mailings,
regardless of the number
of Fund accounts you have.
To receive separate
shareholder reports for
each account, call your
Merrill Lynch Financial
Consultant or write to the
Transfer Agent at its
mailing address. Include
your name, address, tax
identification number and
Merrill Lynch brokerage or
mutual fund account
number. If you have any
questions, please call
your Merrill Lynch
Financial Consultant or
the Transfer Agent at
1-800-MER-FUND.
STATEMENT OF ADDITIONAL
INFORMATION
The Funds' Statement of
Additional Information
contains further
information about the
Funds and is incorporated
by reference (legally
considered to be part of
this Prospectus). You may
request a free copy by
writing the Funds at
Financial Data Services,
Inc., P.O. Box 45289,
Jacksonville, Florida
32232-5289 or by calling
1-800-MER-FUND.
Contact your Merrill Lynch
Financial Consultant or
the Funds at the telephone
number or address
indicated above, if you
have any questions.
Information about the
Funds (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 CONTAINED IN
THIS PROSPECTUS.
Investment Company Act File #811- .
Code # -_____
(c) Fund Asset Management, L.P. ____________________, 1999
<PAGE>
THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE
AND MAY BE CHANGED. THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION DATED OCTOBER 20, 1999
MERRILL LYNCH LARGE CAP GROWTH FUND
MERRILL LYNCH LARGE CAP VALUE FUND
MERRILL LYNCH LARGE CAP CORE FUND
OF MERRILL LYNCH LARGE CAP SERIES FUNDS, INC.
P.O. Box 9011, Princeton, New Jersey 08543-9011 o Phone No. (609) 282-2800
-----------
Merrill Lynch Large Cap Series Funds, Inc. (the "Corporation"), an
open-end management investment company organized as a Maryland corporation,
consists of three separate series: Merrill Lynch Large Cap Growth Fund (the
"Growth Fund"), Merrill Lynch Large Cap Value Fund (the "Value Fund") and
Merrill Lynch Large Cap Core Fund (the "Core Fund"). Each series of the
corporation is herein referred to as a "Fund."
The main objective of each Fund is long term capital growth. Each Fund
seeks to achieve this objective through investments primarily in a diversified
portfolio of equity securities of large cap companies that Fund management
selects from among those included in the Fund's applicable Russell 1000(R)
index.
Each Fund is a "feeder" fund that invests all of its assets in a
corresponding "master" portfolio (each, a "Portfolio") of the Master Large Cap
Series Trust (the "Trust") that has the same investment objectives as the Fund.
All investments will be made at the Trust level. Each Fund's investment results
will correspond directly to the investment results of the Portfolio in which
it invests. There can be no assurance that any Fund will achieve its
objective.
Pursuant to the Merrill Lynch Select Pricing(ServiceMark) System, each
Fund offers four classes of shares, each with a different combination of sales
charges, ongoing fees and other features. The Merrill Lynch Select
Pricing(ServiceMark) System permits an investor to choose the method of
purchasing shares that the investor believes is most beneficial given the
amount of the purchase, the length of time the investor expects to hold the
shares and other relevant circumstances. See "Purchase of Shares."
-----------
This Statement of Additional Information is not a prospectus and should
be read in conjunction with the Prospectus of the Funds, dated ____________,
1999 (the "Prospectus"), which has been filed with the Securities and Exchange
Commission (the "Commission") and can be obtained, without charge, by calling
1-800-MER-FUND or your Merrill Lynch Financial Consultant, or by writing to
the address listed above. The Prospectus is incorporated by reference into
this Statement of Additional Information, and this Statement of Additional
Information is incorporated by reference into the Prospectus.
-----------
FUND ASSET MANAGEMENT--INVESTMENT ADVISER
MERRILL LYNCH FUNDS DISTRIBUTOR--DISTRIBUTOR
-----------
THE DATE OF THIS STATEMENT OF ADDITIONAL INFORMATION IS _______ __, 1999.
<PAGE>
TABLE OF CONTENTS
PAGE
----
Investment Objectives and Policies...........................................1
Foreign Securities......................................................3
Warrants................................................................3
Borrowing and Leverage..................................................4
Convertible Securities..................................................4
Debt Securities.........................................................4
Derivatives.............................................................5
Other Investment Policies and Practices.................................9
Investment Restrictions................................................12
Portfolio Turnover.....................................................16
Management of the Funds.....................................................16
Directors and Officers.................................................16
Compensation of Directors/Trustees.....................................17
Management and Advisory Arrangements...................................18
Code of Ethics.........................................................20
Purchase of Shares..........................................................20
Initial Sales Charge Alternatives --Class A and Class D Shares.........22
Reduced Initial Sales Charges..........................................23
Deferred Sales Charges --Class B and Class C Shares....................27
Distribution Plans.....................................................31
Limitations on the Payment of Deferred Sales Charges...................32
Redemption of Shares........................................................33
Redemption.............................................................33
Repurchase.............................................................34
Reinstatement Privilege --Class A and Class D Shares...................35
Pricing of Shares...........................................................35
Determination of Net Asset Value.......................................35
Computation of Offering Price Per Share................................37
Portfolio Transactions and Brokerage........................................37
Transactions in Portfolio Securities...................................37
Shareholder Services........................................................40
Investment Account.....................................................40
Exchange Privilege.....................................................41
Fee-Based Programs.....................................................43
Retirement and Educational Savings Plans...............................44
Automatic Investment Plans.............................................44
Automatic Dividend Reinvestment Plan...................................44
Systematic Withdrawal Plans............................................45
Dividends and Taxes.........................................................46
Dividends..............................................................46
Taxes..................................................................47
Tax Treatment of Options and Futures Transactions......................49
Special Rules for Certain Foreign Currency Transactions................49
Performance Data............................................................50
General Information.........................................................51
Description of Shares..................................................51
Independent Auditors...................................................53
Custodian..............................................................53
Transfer Agent.........................................................53
Legal Counsel..........................................................53
Reports to Shareholders................................................53
Shareholder Inquiries..................................................54
Additional Information.................................................54
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The investment objective of each Fund is long term capital growth. This
is a fundamental policy and cannot be changed without shareholder approval.
Each Fund seeks to achieve this objective through investments primarily in a
diversified portfolio of equity securities of large cap companies located in
the United States. Each Fund also may invest up to 10% of its assets in equity
securities of companies located in countries other than the United States.
Reference is made to "How the Funds Invest" in the Prospectus for a discussion
of the investment objective and policies of each Fund.
Each Fund is a "feeder" fund that invests all of its assets in a
corresponding "master" portfolio of the Trust that has the same investment
objective as the Fund. All investments will be made at the Trust level. This
structure is sometimes called a "master/feeder" structure. Each Fund's
investment results will correspond directly to the investment results of the
Portfolio in which it invests. For simplicity, however, this Statement of
Additional Information, like the Prospectus, uses the term "Fund" to include
the underlying Portfolio in which that Fund invests. Reference is made to the
discussion under "How the Funds Invest" and "Investment Risks" in the
Prospectus for information with respect to each Fund and its Trust portfolio's
investment objective and policies. There can be no guarantee that any Fund's
investment objectives will be achieved.
As described in the Prospectus, each Fund generally seeks to invest in
companies that have a dollar-weighted median market capitalization greater
than the top 5% of U.S. securities traded. For each Fund, Fund Asset
Management, L.P. (the "Investment Adviser") uses a different proprietary
multi-factor quantitative model to look for companies within the applicable
Russell 1000(R) index that, in the Investment Adviser's opinion are consistent
with the investment objective of each Fund, as follows:
o The Growth Fund. The Growth Fund seeks to invest in equity
securities that the Investment Adviser believes have above-average
earnings prospects; i.e., are likely to experience consistent
earnings growth over time. In seeking to outperform its benchmark,
the Russell 1000(R) Growth Index, the Fund will allocate its common
stock investments among industry sectors in a manner generally
comparable to the sector weightings in the Russell 1000(R) Growth
Index, as those sectors are defined in the Standard & Poor's 500
Index. The Fund also anticipates that its individual holdings
generally will be allocated so that no individual security held by
the Fund is overweighted in the portfolio as compared to its
weighting in the Russell 1000(R) Index by more than 1%, and no
security held by the Fund is underweighted as compared to its
weighting in the Russell 1000(R) Index by more than 2%.
o The Value Fund. The Value Fund seeks to invest in equity securities
that the Investment Adviser believes are selling at below-normal
valuations; i.e., securities with lower price-to-book ratios and
lower price-to-earnings ratios. In seeking to outperform its
benchmark, the Russell 1000(R) Value Index, the Fund will allocate
its common stock investments among industry sectors in a manner
generally comparable to the sector weightings in the Russell 1000(R)
Value Index, as those sectors are defined in the Standard & Poor's
500 Index. The Fund also anticipates that its individual holdings
generally will be allocated so that no individual security is
overweighted in the portfolio as compared to its weighting in the
Russell 1000(R) Value Index by more than 1%, and no security is
underweighted as compared to its weighting in the Russell 1000(R)
Value Index by more than 2%.
o The Core Fund. The Core Fund seeks to invest in securities that the
Investment Adviser believes are undervalued or show good prospects
for earnings growth. The Core Fund seeks securities such that the
sum of the relative (to the Standard & Poor's 500 Index)
price-to-earnings ratio and price-to-book ratio for a particular
security are between 1.75 and 2.25. In seeking to outperform its
benchmark, the Russell 1000(R)Index, the Fund will allocate its
common stock investments among industry sectors in a manner
generally comparable to the sector weightings in the Russell
1000(R)Index, as those sectors are defined in the Standard & Poor's
500 Index. The Fund also anticipates that its individual holdings
generally will be allocated so that no individual security held by
the Fund is overweighted in the portfolio as compared to its
weighting in the Russell 1000(R)Index by more than 1%, and no
security held by the Fund is underweighted as compared to its
weighting in the Russell 1000(R)Index by more than 1%.
Each Fund anticipates that its sector allocations, as a percentage of its
common stock investments, to larger capitalized industries generally will be
no more than two times that sector's weighting in the applicable Russell
1000(R) index, while its sector allocations to smaller capitalized industries
generally will be no more than three times that sector's weighting in the
Russell 1000(R) Index. "Larger" or "smaller" capitalized industries for this
purpose will be determined by the relative size of the sector within the
applicable Russell 1000(R) index, with any sector representing approximately
10% or more of the index being considered as a "larger" industry.
Notwithstanding these sector allocation guidelines, each Fund reserves the
right to invest up to 10% of its total assets in any one sector of the
applicable Russell 1000(R) index; however, the Funds are not limited to
investing only 10% of total assets in anY one sector if the sector allocations
listed above permit a larger allocation. While the Investment Adviser
anticipates that each Fund generally will adhere to the targeted parameters
described for each Fund, the implementation may vary in particular cases, and
the Investment Adviser is not required to follow any or all of these
parameters in selecting securities at all times. Additionally, the Investment
Adviser is not required to sell securities if their value changes and they
then fall outside of these parameters.
Investment emphasis is on equities, primarily common stock. Each Fund
generally will invest at least 80% of its total assets in equity securities.
Each Fund also may invest in securities convertible into common stock,
preferred stock and rights and warrants to subscribe for common stock. A Fund
may invest in U.S. Government debt securities and, to a lesser extent, in
non-convertible debt securities rated investment grade by a nationally
recognized statistical ratings organization, although it typically will not
invest in any debt securities to a significant extent.
A Fund may hold assets in cash or cash equivalents and investment grade,
short term securities, including money market securities, in such proportions
as, in the opinion of the Investment Adviser, prevailing market or economic
conditions warrant or for temporary defensive purposes.
FOREIGN SECURITIES
Each Fund may invest in companies located in countries other than the
United States. This may expose the Funds 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 Funds 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
Portfolios 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.
European Economic and Monetary Union. A number of European countries
entered into the European Economic and Monetary Union ("EMU") in an effort to
reduce trade barriers between themselves and eliminate fluctuations in their
currencies. EMU established a single European currency (the euro), which was
introduced on January 1, 1999, and is expected to replace the existing
national currencies of all initial EMU participants by July 1, 2002. Certain
securities (beginning with government and corporate bonds) were redenominated
in the euro and will trade and make dividend and other payments only in euros.
Like other investment companies and business organizations, including the
companies in which the Funds invest, the Funds could be adversely affected if
the transition to the euro, or EMU as a whole, does not proceed as planned or
if a participating country withdraws from EMU.
WARRANTS
Each 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 a 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.
BORROWING AND LEVERAGE
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)
and may borrow up to an additional 5% of its total assets for temporary
purposes. Each 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 Funds
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 a Fund's portfolio.
Although the principal of such borrowings will be fixed, a Fund's assets may
change in value during the time the borrowings are outstanding. Borrowings
will create interest expenses for the Fund that 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 a Fund will have to pay on the borrowings, that 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 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.
The Funds at times may borrow from affiliates of the Investment Adviser,
provided that the terms of such borrowings are no less favorable than those
available from comparable sources of funds in the marketplace.
CONVERTIBLE SECURITIES
Convertibles are generally debt securities or preferred stocks that may
be converted into common stock. Convertibles typically pay current income as
either interest (debt security convertibles) or dividends (preferred stocks).
A convertible's value usually reflects both the stream of current income
payments and the value of the underlying common stock. The market value of a
convertible performs like a regular debt security, that is, if market interest
rates rise, the value of a convertible usually falls. Since it is convertible
into common stock, the convertible also has the same types of market and
issuer risk as the underlying common stock.
DEBT SECURITIES
Debt securities, such as bonds, involve credit risk. This is the risk
that the borrower will not make timely payments of principal and interest. The
degree of credit risk depends on the issuer's financial condition and on the
terms of the bonds. This risk is minimized to the extent a Fund limits its
debt investments to U.S. Government securities. All debt securities, however,
are subject to interest rate risk. This is the risk that the value of the
security may fall when interest rates rise. In general, the market price of
debt securities with longer maturities will go up or down more in response to
changes in interest rates than the market price of shorter term securities.
DERIVATIVES
The Funds may use instruments referred to as "Derivatives." Derivatives
are financial instruments the value of which is derived from another security,
a commodity (such as gold or oil) or an index (a measure of value or rates,
such as the Russell 1000(R) Index, the Standard & Poor's 500 Index or thE
prime lending rate). Derivatives allow each Fund to increase or decrease the
level of risk to which the Fund is exposed more quickly and efficiently than
transactions in other types of instruments.
Hedging. Each Fund may use Derivatives for hedging purposes. Hedging is a
strategy in which a Derivative is used to offset the risk that other Fund
holdings may decrease in value. Losses on the other investment may be
substantially reduced by gains on a Derivative that reacts in an opposite
manner to market movements. While hedging can reduce losses, it can also
reduce or eliminate gains if the market moves in a different manner than
anticipated by the Fund investing in the Derivative or if the cost of the
Derivative outweighs the benefit of the hedge. Hedging also involves the risk
that changes in the value of the Derivative will not match those of the
holdings being hedged as expected by the applicable Fund, in which case any
losses on the holdings being hedged may not be reduced. The Funds are not
required to use hedging and may choose not to do so.
The Funds may use the following types of derivative investments and
trading strategies:
Options on Securities and Securities Indices
Purchasing Put Options. Each Fund may purchase put options on securities
held in its portfolio or on securities or interest rate indices which are
correlated with securities held in its portfolio. When a Fund purchases a put
option in consideration for an up front payment (the "option premium"), that
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 a 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 lose the option premium and will consequently realize a lower return
on the portfolio holdings than would have been realized without the purchase
of the put. Purchasing a put option may involve correlation risk, and may also
involve liquidity and credit risk.
Purchasing Call Options. Each Fund also may purchase call options on
securities it intends to purchase or securities or interest rate indices,
which are correlated with the types of securities it intends to purchase. When
a 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 a Fund determines
not to purchase a security underlying a call option, however, the Fund may
lose the entire option premium. Purchasing a call option involves correlation
risk, and may also involve liquidity and credit risk.
Each Fund also is authorized to purchase put or call options in
connection with closing out put or call options it has previously sold.
Writing Call Options. Each Fund may write (i.e., sell) call options on
securities held in its portfolio or securities indices the performance of
which correlates with securities held in its portfolio. When a Fund writes a
call option, in return for an option premium, the Fund gives another party the
right to buy specified securities owned by the Fund at the exercise price on
or before the expiration date, in the case of an option on securities, or
agrees to pay to another party an amount based on any gain in a specified
securities index beyond a specified level on or before the expiration date, in
the case of an option on a securities index. A Fund may write call options to
earn income, through the receipt of option premiums. In the event the party to
which a 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, a Fund limits its ability to sell the underlying
securities and gives up the opportunity to profit from any increase in the
value of the underlying securities beyond the exercise price, while the option
remains outstanding. Writing a call option may involve correlation risk.
Each Fund also is authorized to sell call or put options in connection
with closing out call or put options it has previously purchased.
Other than with respect to closing transactions, a Fund will only write
call or put options that are "covered." A call or put option will be
considered covered if the Fund has segregated assets with respect to such
option in the manner described in "Risk Factors in Derivatives" below. A call
option will also be considered covered if the Fund owns the securities it
would be required to deliver upon exercise of the option (or, in the case of
an option on a securities index, securities which substantially correlate with
the performance of such index) or owns a call option, warrant or convertible
instrument which is immediately exercisable for, or convertible into, such
security.
Types of Options. The Fund may engage in transactions in options on
securities or securities indices on exchanges and in the over-the-counter
("OTC") markets. In general, exchange-traded options have standardized
exercise prices and expiration dates and require the parties to post margin
against their obligations, and the performance of the parties' obligations in
connection with such options is guaranteed by the exchange or a related
clearing corporation. OTC options have more flexible terms negotiated between
the buyer and the seller, but generally do not require the parties to post
margin and are subject to greater credit risk. OTC options also involve
greater liquidity risk. See "Additional Risk Factors of OTC Transactions;
Limitations on the Use of OTC Derivatives" below.
Futures
Each 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 an
asset at a specified future date at a specified price. No price is paid upon
entering into a futures contract. Rather, upon purchasing or selling a futures
contract, a Fund is required to deposit collateral ("margin") equal to a
percentage (generally less than 10%) of the contract value. Each day
thereafter until the futures position is closed, the Fund will pay additional
margin representing any loss experienced as a result of the futures position
the prior day or be entitled to a payment representing any profit experienced
as a result of the futures position the prior day. Futures involve substantial
leverage risk.
The sale of a futures contract limits a 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 a Fund from having to pay
more for securities as a consequence of increases in the market value for such
securities during a period when the Fund was attempting to identify specific
securities in which to invest in a market the Fund believes to be attractive.
In the event that such securities decline in value or the Fund determines not
to complete an anticipatory hedge transaction relating to a futures contract,
however, the Fund may realize a loss relating to the futures position.
The Fund will limit transactions in futures and options on futures to
financial futures contracts (i.e., contracts for which the underlying asset is
a currency or securities or interest rate index) purchased or sold for hedging
purposes (including anticipatory hedges). The Fund will further limit
transactions in futures and options on futures to the extent necessary to
prevent the Fund from being deemed a "commodity pool" under regulations of the
Commodity Futures Trading Commission.
Indexed Securities
Each Fund may invest in securities the potential return of which is based
on an index. As an illustration, a Fund may invest in a debt security that
pays interest based on the current value of an interest rate index, such as
the prime rate. A Fund also may invest in a debt security which returns
principal at maturity based on the level of a securities index or a basket of
securities, or based on the relative changes of two indices. Indexed
securities involve credit risk, and certain indexed securities may involve
leverage risk and liquidity risk. Each Fund may invest in indexed securities
for hedging purposes only. When used for hedging purposes, indexed securities
involve correlation risk.
Risk Factors in Derivatives
Derivatives are volatile and involve significant risks, including:
Credit risk -- the risk that the counterparty (the party on the other
side of the transaction) on a derivative transaction will be unable to honor
its financial obligation to a Fund.
Currency risk -- the risk that changes in the exchange rate between
currencies will adversely affect the value (in U.S. dollar terms) of an
investment.
Leverage risk -- the risk associated with certain types of investments or
trading strategies that relatively small market movements may result in large
changes in the value of an investment. Certain investments or trading
strategies that involve leverage can result in losses that greatly exceed the
amount originally invested.
Liquidity risk -- the risk that certain securities may be difficult or
impossible to sell at the time that the seller would like or at the price that
the seller believes the security is currently worth.
Use of Derivatives for hedging purposes involves correlation risk. If the
value of the Derivative moves more or less than the value of the hedged
instruments, the Fund using the Derivative will experience a gain or loss that
will not be completely offset by movements in the value of the hedged
instruments.
The Funds intend to enter into transactions involving Derivatives only if
there appears to be a liquid secondary market for such instruments or, in the
case of illiquid instruments traded in OTC transactions, such instruments
satisfy the criteria set forth below under "Additional Risk Factors of OTC
Transactions; Limitations on the Use of OTC Derivatives." However, there can
be no assurance that, at any specific time, either a liquid secondary market
will exist for a Derivative or the Fund will otherwise be able to sell such
instrument at an acceptable price. It may therefore not be possible to close a
position in a Derivative without incurring substantial losses, if at all.
Certain transactions in Derivatives (such as futures transactions or
sales of put options) involve substantial leverage risk and may expose a Fund
to potential losses, which exceed the amount originally invested by the Fund.
When a 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 Securities and Exchange
Commission). Such segregation will ensure that the Fund has assets available
to satisfy its obligations with respect to the transaction, but will not limit
the Fund's exposure to loss.
Additional Risk Factors of OTC Transactions; Limitations on the Use of
OTC Derivatives
Certain Derivatives traded in OTC markets, including indexed securities,
swaps and OTC options, involve substantial liquidity risk. The absence of
liquidity may make it difficult or impossible for a Fund to sell such
instruments promptly at an acceptable price. The absence of liquidity may also
make it more difficult for a 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 Derivatives traded in OTC markets are not guaranteed by an
exchange or clearing corporation and generally do not require payment of
margin, to the extent that a 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.
Each Fund will attempt to minimize the risk that a counterparty will become
bankrupt or otherwise fail to honor its obligations by engaging in
transactions in Derivatives traded in OTC markets only with financial
institutions which have substantial capital or which have provided the Fund
with a third-party guaranty or other credit enhancement.
OTHER INVESTMENT POLICIES AND PRACTICES
Securities Lending. Each 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 a 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 that Fund. Alternatively, if securities are
delivered to a Fund as collateral, that Fund and the borrower negotiate a rate
for the loan premium to be received by that Fund for lending its portfolio
securities. In either event, the total yield on each Fund's portfolio is
increased by loans of its portfolio securities. Each 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. Each 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, a 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.
Illiquid or Restricted Securities. Each 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 a Fund's assets in
illiquid securities may restrict the ability of the Fund to dispose of that
investment 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 a Fund's operations require cash, such as when
a Fund redeems shares or pays dividends, and could result in a Fund borrowing
to meet short term cash requirements or incurring capital losses on the sale of
illiquid investments.
Each 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 Funds 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 a Fund are required to be registered under
the securities laws of one or more jurisdictions before being resold, that
Fund may be required to bear the expenses of registration. Certain of a 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 Funds may obtain access to
material nonpublic information which may restrict the Funds' ability to
conduct portfolio transactions in such securities.
Repurchase Agreements. Each Fund may invest in securities pursuant to
repurchase agreements. Under such agreements, the bank or primary dealer or an
affiliate thereof agrees, upon entering into the contract, to repurchase the
security at a mutually agreed upon time and price, thereby determining the
yield during the term of the agreement. This insulates a 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, that Fund's return may be affected by currency fluctuations. A
Fund may not invest more than 15% of its net 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. A 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 with a Fund that is 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 a 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.
When-Issued Securities and Forward Commitments. Each Fund may purchase or
sell securities that it is entitled to receive on a when-issued basis. The
Funds may also purchase or sell securities through a forward commitment. These
transactions involve the purchase or sale of securities by a Fund at an
established price with payment and delivery taking place in the future. A 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 Funds have
not established any limit on the percentage of their assets that may be
committed in connection with these transactions. When a Fund is purchasing
securities in these transactions, that 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 a Fund's purchase price. A 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. Each Fund may enter into standby
commitment agreements. These agreements commit a Fund, for a stated period of
time, to purchase a stated amount of securities which may be issued and sold
to that 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 a
Fund is paid a commitment fee, regardless of whether or not the security is
ultimately issued. A 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 that Fund. A 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. Each 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 issuance
of the security underlying the commitment is at the option of the issuer, a
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 each 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.
144A Securities. The Funds may purchase restricted securities that can be
offered and sold to "qualified institutional buyers" under Rule 144A under the
Securities Act. The Funds' Board has determined to treat as liquid Rule 144A
securities that are either freely tradable in their primary markets offshore
or have been determined to be liquid in accordance with the policies and
procedures adopted by the Funds' Board. The Board has adopted guidelines and
delegated to the Investment Adviser the daily function of determining and
monitoring liquidity of restricted securities. The Board, however, will retain
sufficient oversight and be ultimately responsible for the determinations.
Since it is not possible to predict with assurance exactly how this market for
restricted securities sold and offered under Rule 144A will continue to
develop, the Board will carefully monitor the Funds' investments in these
securities. This investment practice could have the effect of increasing the
level of illiquidity in each Fund to the extent that qualified institutional
buyers become for a time uninterested in purchasing these securities.
Other Special Considerations. The Funds may, without limit, make
short term investments, purchase high quality bonds or buy or sell derivatives
to reduce exposure to equity securities when the Funds believe 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 each Fund.
Suitability. The economic benefit of an investment in any Fund depends
upon many factors beyond the control of the Fund, the Corporation, the Trust,
the Investment Adviser and its affiliates. Each Fund should be considered a
vehicle for diversification and not as a balanced investment program. The
suitability for any particular investor of a purchase of shares in any Fund
will depend on, among other things, such investor's investment objectives and
such investor's ability to accept the risks associated with investing in
securities, including the risk of loss of principal.
INVESTMENT RESTRICTIONS
The Corporation has adopted the following restrictions and policies
relating to the investment of each Fund's assets and its activities. The
fundamental restrictions set forth below may not be changed with respect to a
Fund without the approval of the holders of a majority of that 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). Unless otherwise provided, all references
to the assets of a Fund below are in terms of current market value. Provided
that none of the following restrictions shall prevent a Fund from investing
all of its assets in shares of another registered investment company with the
same investment objective (in a master/feeder structure), each Fund may not:
1. Make any investment inconsistent with each 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 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.
4. 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.
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 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 Funds'
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) a 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) a Fund may borrow up
to an additional 5% of its total assets for temporary purposes, (iii) a
Fund may obtain such short term credit as may be necessary for the
clearance of purchases and sales of portfolio securities and (iv) a Fund
may purchase securities on margin to the extent permitted by applicable
law. A Fund may not pledge its assets other than to secure such
borrowings or, to the extent permitted by each Fund's investment policies
as set forth in the Funds' Prospectus and Statement of Additional
Information, as they may be amended from time to time, in connection with
hedging transactions, short sales, when-issued and forward commitment
transactions and similar investment strategies.
8. Underwrite securities of other issuers except insofar as the Fund
technically may be deemed an underwriter under the Securities Act, in
selling portfolio securities.
9. Purchase or sell commodities or contracts on commodities, except
to the extent that a Fund may do so in accordance with applicable law and
the Funds' 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 a Portfolio without the approval of the holders of a
majority of the interests of that Portfolio.
In addition, the Corporation has adopted non-fundamental restrictions
with respect to each Fund 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 a 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,
each 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, a 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 a 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 Funds currently do
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.
(d) Notwithstanding fundamental investment restriction (7) above,
borrow money or pledge its assets, except that the Fund (a) may borrow
from a bank as a temporary measure for extraordinary or emergency
purposes or to meet redemption in amounts not exceeding 33-1/3% (taken
at market value) of its total assets and pledge its assets to secure such
borrowing, (b) may obtain such short term credit as may be necessary for
the clearance of purchases and sales of portfolio securities and (c) may
purchase securities on margin to the extent permitted by applicable law.
However, at the present time, applicable law prohibits the Funds from
purchasing securities on margin. The deposit or payment by a Fund of
initial or variation margin in connection with financial futures
contracts or options transactions is not considered to be the purchase of
a security on margin. The purchase of securities while borrowing are
outstanding will have the effect of leveraging a Fund. Such leveraging or
borrowing increases a Fund's exposure to capital risk and borrowed funds
are subject to interest costs which will reduce net income. A Fund will
not purchase securities while borrowing exceeds 5% of its total assets.
The staff of the Commission has taken the position that purchased OTC
options and the assets used as cover for written OTC options are illiquid
securities. Therefore, the Corporation and Trust have adopted an investment
policy pursuant to which neither a Fund nor its Portfolio 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 a Fund or its Portfolio, the market value of the
underlying securities covered by OTC call options currently outstanding that
were sold by a Fund or its Portfolio and margin deposits on a Fund or its
Portfolio's existing OTC options on futures contracts exceeds 15% of the net
assets of such Fund or its Portfolio taken at market value, together with all
other assets of such Fund or its Portfolio that are illiquid or are not
otherwise readily marketable. However, if the OTC option is sold by a Fund or
its Portfolio to a primary U.S. Government securities dealer recognized by the
Federal Reserve Bank of New York and if a Fund or its Portfolio has the
unconditional contractual right to repurchase such OTC option from the dealer
at a predetermined price, then that Fund or its 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 each Fund or its Portfolio and
may be amended by the Directors or the Trustees 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.
In addition, as a non-fundamental policy that may be changed by the Board
of Directors and to the extent required by the Commission or its staff, each
Fund will, for purposes of fundamental investment restrictions (1) and (2),
treat securities issued or guaranteed by the government of any one foreign
country as the obligations of a single issuer.
Because of the affiliation of Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") with the Investment Adviser, the Funds and the
Trust are prohibited from engaging in certain transactions involving Merrill
Lynch or its affiliates, except for brokerage transactions permitted under the
Investment Company Act involving only usual and customary commissions or
transactions pursuant to an exemptive order under the Investment Company Act.
See "Portfolio Transactions and Brokerage." Without such an exemptive order
the Funds and the Trust would be prohibited from engaging in portfolio
transactions with Merrill Lynch or any of its affiliates acting as principal.
PORTFOLIO TURNOVER
Generally, the Funds will not purchase securities for short term trading
profits. However, each Fund may dispose of securities without regard to the
time they have been held when such actions, for defensive or other reasons,
appear advisable to the Investment Adviser in light of a change in
circumstances in general market, economic or financial conditions. As a result
of its investment policies, each Fund may engage in a substantial number of
portfolio transactions. Accordingly, while each Fund anticipates that its
annual portfolio turnover rate should not exceed 100% under normal conditions,
it is impossible to predict portfolio turnover rates. The portfolio turnover
rate is calculated by dividing the lesser of a 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. A high portfolio turnover rate involves certain tax consequences and
correspondingly greater transaction costs in the form of dealer spreads and
brokerage commissions, which are borne by the Funds.
MANAGEMENT OF THE FUNDS
DIRECTORS AND OFFICERS
The Directors of the Corporation consist of individuals, 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
and are sometimes referred to herein as the "non-interested
Directors/Trustees." The Directors are responsible for the overall supervision
of the operations of the Funds 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.
Terry K. Glenn (58) -- President and Director (1)(2) -- Executive Vice
President of the Investment Adviser and Merrill Lynch Asset Management, L.P.
("MLAM") (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, L.P. since 1988.
[To Be Completed By Amendment.]
Robert C. Doll, Jr. (45) -- Senior Vice President and Portfolio Manager
(1)(2) -- Senior Vice President of the Investment Adviser and MLAM since 1999;
Senior Vice President of Princeton Services since 1999; Chief Investment
Officer of OppenheimerFunds, Inc. in 1999 and Executive Vice President thereof
from 1991 to 1999.
Donald C. Burke (39) -- Vice President and Treasurer (1)(2) -- Senior
Vice President and Treasurer of the Investment Adviser and MLAM since 1999;
Senior Vice President and Treasurer of Princeton Services since 1999; Vice
President of PFD since 1999; First Vice President of MLAM from 1997 to 1999;
Vice President of MLAM from 1990 to 1997; Director of Taxation of MLAM since
1990.
Alice A. Pellegrino (39) -- Secretary (1)(2) -- Vice President of MLAM
since 1999; Attorney associated with MLAM since 1997; Associate with
Kirkpatrick & Lockhart LLP from 1992 to 1997.
______________
(1) Interested person, as defined in the Investment Company Act, of the Trust
and the Corporation.
(2) Such Director or officer is a trustee, director or officer of other
investment companies for which the Investment Adviser or one of its
affiliates acts as investment adviser or manager.
(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.
As of ______ __, 1999, the officers and Directors of the Corporation
as a group ( persons) owned an aggregate of less than 1% of the outstanding
shares of common stock of Merrill Lynch & Co., Inc. ("ML & Co.") and owned an
aggregate of less than 1% of the outstanding shares of the Corporation.
COMPENSATION OF DIRECTORS/TRUSTEES
The Corporation and the Trust pay each non-interested Director/Trustee,
for service to the Corporation and the Trust, a fee of $ per year plus
$ 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 compensate members of the Audit and Nominating Committee, which
consists of all of the non-affiliated Directors/Trustees, at the rate of $
annually for service to the Corporation and the Trust.
The following table sets forth the estimated compensation to be earned by
the non-interested Directors/Trustees for the fiscal year ended ________, 2000
and the aggregate compensation paid to them from all investment companies
advised by the Investment Adviser or its affiliate MLAM ("MLAM/FAM-advised
funds") to the non-affiliated Directors/Trustees for the calendar year ended
December 31, 1998.
<TABLE>
<CAPTION>
PENSION OR AGGREGATE
RETIREMENT BENEFITS COMPENSATION FROM
ACCRUED AS PART OF CORPORATION/TRUST AND
POSITION WITH COMPENSATION FROM CORPORATION/ BENEFITS OTHER MLAM/FAM-ADVISED
NAME CORPORATION/TRUST CORPORATION/TRUST TRUST EXPENSE UPON RETIREMENT FUNDS (1)
- ---- ----------------- ----------------- ------------------- --------------- ----------------------
<S> <C> <C> <C> <C> <C>
</TABLE>
______________
(1) In addition to the Corporation and the Trust, the Directors/Trustees
serve on other boards of MLAM/FAM advised-funds as follows:
The Directors of the Corporation and the Trustees of the Trust may be eligible
for reduced sales charges on purchases of Class A shares. See "Reduced Initial
Sales Charges -- Purchase Privileges of Certain Persons."
MANAGEMENT AND ADVISORY ARRANGEMENTS
Advisory Services and Advisory Fee. Each Fund invests all of its assets
in shares of the corresponding Portfolio of the Trust. Accordingly, the Funds
do not invest directly in portfolio securities and do not require investment
advisory services. All portfolio management occurs at the Trust level. The
Trust, on behalf of each Portfolio, has entered into separate investment
advisory agreements with Fund Asset Management, L.P. as Investment Adviser
(the "Advisory Agreements"). As discussed in "Management of the Funds" in the
Prospectus, the Investment Adviser receives for its services to each Portfolio
monthly compensation at the annual rate of % of the average daily net assets
of each Portfolio.
Payment of Trust Expenses. The Advisory Agreements obligate 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 affiliate. The Trust pays, or causes to be paid, all
other expenses incurred in the operation of each Portfolio and the Trust
(except to the extent paid by Merrill Lynch Funds Distributor, a division of
PFD ("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 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 Trustees who are not affiliated persons of the Investment Adviser
or an affiliate of the Investment 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 a Portfolio. The
Distributor will pay certain of the expenses of each 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.
Payment of Corporation Expenses. The Corporation pays, or causes an
affiliate to pay, all other expenses incurred in the operation of the
Corporation and each Fund (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 and prospectuses and
statements of additional information, charges of the custodian, any
sub-custodian and 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 Investment
Adviser, or of an affiliate of the Investment 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 Corporation or a Fund.
The Distributor will pay certain of the expenses of each Fund incurred in
connection with the continuous offering of its shares. Accounting services are
provided to the Corporation and each Fund by the Investment Adviser, and the
Corporation reimburses the Investment Adviser for its costs in connection with
such services.
Organization of the Investment Adviser. Fund Asset Management, L.P. is a
limited partnership, the partners of which are ML & Co., a financial services
holding company and the parent of Merrill Lynch, and Princeton Services. ML &
Co. and Princeton Services are "controlling persons" of the Investment Adviser
as defined under the Investment Company Act because of their ownership of its
voting securities and their power to exercise a controlling influence over its
management or policies.
Duration and Termination. Unless earlier terminated as described below,
the Advisory Agreements will 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 applicable 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 contracts are not assignable
and may be terminated with respect to the applicable Portfolio without penalty
on 60 days' written notice at the option of either party thereto or by the
vote of the shareholders of that Portfolio.
Transfer Agency Services. Financial Data Services, Inc. (the "Transfer
Agent"), a subsidiary of ML & Co., acts as the Corporation's Transfer Agent
with respect to each Fund pursuant to separate Transfer Agency, Dividend
Disbursing Agency and Shareholder Servicing Agency Agreements (the "Transfer
Agency Agreements"). Pursuant to the Transfer Agency Agreements, the Transfer
Agent is responsible for the issuance, transfer and redemption of shares and
the opening and maintenance of shareholder accounts. Pursuant to the Transfer
Agency Agreements, the Transfer Agent receives a fee of $11.00 per Class A or
Class D account and $14.00 per Class B or Class C account and is entitled to
reimbursement for certain transaction charges and out-of-pocket expenses
incurred by the Transfer Agent under the Transfer Agency Agreements.
Additionally, a $.20 monthly closed account charge will be assessed on all
accounts that close during the calendar year. Application of this fee will
commence the month following the month the account is closed. At the end of
the calendar year, no further fee will be due. For purposes of the Transfer
Agency Agreements, the term "account" includes a shareholder account
maintained directly by the Transfer Agent and any other account representing
the beneficial interest of a person in the relevant share class on a
recordkeeping system, provided the recordkeeping system is maintained by a
subsidiary of ML & Co.
Distribution Expenses. The Corporation has entered into separate
distribution agreements with the Distributor in connection with the continuous
offering of each class of shares of each Fund (the "Distribution Agreements").
The Distribution Agreements obligate the Distributor to pay certain expenses
in connection with the offering of each class of shares of each 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
Agreements are subject to the same renewal requirements and termination
provisions as the Investment Advisory Agreement described above.
CODE OF ETHICS
The Board of Trustees of the Trust and the Board of Directors of the
Corporation each have adopted a Code of Ethics under Rule 17j-1 of the
Investment Company Act that incorporates the Code of Ethics of the Investment
Adviser (together, the "Codes"). The Codes significantly restrict the personal
investing activities of all employees of the Investment Adviser and, as
described below, impose additional, more onerous, restrictions on fund
investment personnel.
The Codes require that all employees of the Investment Adviser pre-clear
any personal securities investment (with limited exceptions, such as
government securities). The pre-clearance requirement and associated
procedures are designed to identify any substantive prohibition or limitation
applicable to the proposed investment. The substantive restrictions applicable
to all employees of the Investment Adviser include a ban on acquiring any
securities in a "hot" initial public offering and a prohibition from profiting
on short term trading in securities. In addition, no employee may purchase or
sell any security that at the time is being purchased or sold (as the case may
be), or to the knowledge of the employee is being considered for purchase or
sale, by any fund advised by the Investment Adviser. Furthermore, the Codes
provide for trading "blackout periods" that prohibit trading by investment
personnel of the Funds within periods of trading by the Funds in the same (or
equivalent) security (15 or 30 days depending upon the transaction).
PURCHASE OF SHARES
Reference is made to "How to Buy, Sell, Transfer and Exchange Shares" in
the Prospectus for certain information as to the purchase of Fund shares.
Each Fund issues four classes of shares under the Merrill Lynch Select
Pricing(ServiceMark) System: shares of Class A and Class D are sold to
investors choosing the initial sales charge alternatives and shares of Class B
and Class C are sold to investors choosing the deferred sales charge
alternatives. Each Class A, Class B, Class C and Class D share of a Fund
represents an identical interest in the investment portfolio of each Fund, and
has the same rights, except that Class B, Class C and Class D shares bear the
expenses of the ongoing account maintenance fees (also known as service fees)
and Class B and Class C shares bear the expenses of the ongoing distribution
fees and the additional incremental transfer agency costs resulting from the
deferred sales charge arrangements. The contingent deferred sales charges
("CDSCs"), distribution fees and account maintenance fees that are imposed on
Class B and Class C shares, as well as the account maintenance fees that are
imposed on Class D shares, are imposed directly against those classes and not
against all assets of the Funds, and, accordingly, such charges do not affect
the net asset value of any other class or have any impact on investors
choosing another sales charge option. Dividends paid by each Fund for each
class of shares are calculated in the same manner at the same time and differ
only to the extent that account maintenance and distribution fees and any
incremental transfer agency costs relation to a particular class are borne
exclusively by that class. Class B, Class C and Class D 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 D Distribution
Plan). Each class has different exchange privileges. See "Shareholder Services
- -- Exchange Privilege."
Investors should understand that the purpose and function of the initial
sales charges with respect to the Class A and Class D shares are the same as
those of the CDSCs and distribution fees with respect to the Class B and Class
C shares in that the sales charges and distribution fees applicable to each
class provide for the financing of the distribution of the shares of each
Fund. The distribution-related revenues paid with respect to a class will not
be used to finance the distribution expenditures of another class. Sales
personnel may receive different compensation for selling different classes of
shares.
The Merrill Lynch Select Pricing(ServiceMark) System is used by more than
50 registered investment companies advised by MLAM or FAM. Funds advised by
MLAM or FAM that utilize the Merrill Lynch Select Pricing(ServiceMark) System
are referred to herein as "Select Pricing Funds."
A Fund or the Distributor may suspend the continuous offering of that
Fund's shares of any class at any time in response to conditions in the
securities markets or otherwise and may thereafter resume such offering from
time to time. Any order may be rejected by a Fund or the Distributor. Neither
the Distributor nor the dealers are permitted to withhold placing orders to
benefit themselves by a price change. Certain securities dealers may charge a
processing fee to confirm a sale of shares to such customers. For example, the
fee currently charged by Merrill Lynch is $5.35. Purchases made directly
through the Transfer Agent are not subject to the processing fee.
INITIAL SALES CHARGE ALTERNATIVES -- CLASS A AND CLASS D SHARES
Investors choosing the initial sales charge alternatives who are eligible
to purchase Class A shares should purchase Class A shares rather than Class D
shares because there is an account maintenance fee imposed on Class D shares.
Class A shares are offered to a limited group of investors and also will
be issued upon reinvestment of dividends on outstanding Class A shares.
Investors who currently own Class A shares in a shareholder account, including
participants in the Merrill Lynch Blueprint(ServiceMark) Program, are entitled
to purchase additional Class A shares of a Fund in that account. Certain
employer-sponsored retirement or savings plans, including eligible 401(k)
plans, may purchase Class A shares at net asset value provided such plans meet
the required minimum number of eligible employees or required amount of assets
advised by MLAM or any of its affiliates. Class A shares are available at net
asset value to corporate warranty insurance reserve fund programs provided and
U.S. branches of foreign banking institutions that the program has $3 million
or more initially invested in Select Pricing Funds. Also eligible to purchase
Class A shares at net asset value are participants in certain investment
programs including TMA(ServiceMark) Managed Trusts to which Merrill Lynch
Trust Company provides discretionary trustee services, collective investment
trusts for which Merrill Lynch Trust Company serves as trustee and certain
purchases made in connection with certain fee-based programs. In addition,
Class A shares are offered at net asset value to ML & Co. and its subsidiaries
and their directors and employees, to members of the Boards of Merrill Lynch
and MLAM-advised investment companies, including the Corporation, and to
employees of certain selected dealers. Certain persons who acquired shares of
certain MLAM-advised closed-end funds in their initial offerings who wish to
reinvest the net proceeds from a sale of their closed-end fund shares of
common stock in shares of a Fund also may purchase Class A shares of a Fund if
certain conditions are met. In addition, Class A shares of each Fund and
certain other Select Pricing Funds are offered at net asset value to
shareholders of Merrill Lynch Senior Floating Rate Fund, Inc. and, if certain
conditions are met, to shareholders of Merrill Lynch Municipal Strategy Fund,
Inc. and Merrill Lynch High Income Municipal Bond Fund, Inc. who wish to
reinvest the net proceeds from a sale of certain of their shares of common
stock pursuant to a tender offer conducted by such funds in shares of the Fund
and certain other Select Pricing Funds.
The term "purchase," as used in the Prospectus and this Statement of
Additional Information in connection with an investment in Class A and Class D
shares of a 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 a 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.
The Distributor may reallow discounts to selected dealers and retain the
balance over such discounts. At times the Distributor may reallow the entire
sales charge to such dealers. Since securities dealers selling Class A and
Class D shares of a Fund will receive a concession equal to most of the sales
charge, they may be deemed to be underwriters under the Securities Act.
REDUCED INITIAL SALES CHARGES
Reductions in or exemptions from the imposition of a sales load are due
to the nature of the investors and/or the reduced sales efforts that will be
needed to obtain such investments.
Reinvested Dividends. No initial sales charges are imposed upon Class A
and Class D shares issued as a result of the automatic reinvestment of
dividends.
Rights of Accumulation. Reduced sales charges are applicable through a
right of accumulation under which eligible investors are permitted to purchase
shares of each 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 each Fund and of any other Select Pricing Funds. For any
such right of accumulation to be made available, the Distributor must be
provided at the time of purchase, by the purchaser or the 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 A or Class D shares of each Fund or any
other Merrill Lynch 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 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 A or Class D shares; however, its
execution will result in the purchaser paying a lower sales charge at the
appropriate quantity purchase level. A purchase not originally made pursuant
to a Letter of Intent may be included under a subsequent Letter of Intent
executed within 90 days of such purchase if the Distributor is informed in
writing of this intent within such 90-day period. The value of Class A and
Class D shares of each Fund and other Select Pricing Funds presently held, at
cost or maximum offering price (whichever is higher), on the date of the first
purchase under the Letter of Intent, may be included 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 A or Class D shares purchased at the reduced rate
and the sales charge applicable to the shares actually purchased through the
Letter. Class A or Class B shares equal to 5.0% of the intended amount will be
held in escrow during the 13-month period (while remaining registered in the
name of the purchaser) for this purpose. The first purchase under the Letter
of Intent must be at least 5.0% of the dollar amount of such Letter. If a
purchase during the term of such Letter would otherwise be subject to a
further reduced sales charge based on the right of accumulation, the purchaser
will be entitled on that purchase and subsequent purchases to 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 into each Fund that creates a sales charge will
count toward completing a new or existing Letter of Intent from each Fund.
Merrill Lynch Blueprint(ServiceMark) Program. Class D shares of each Fund
are offered to participants in the Merrill Lynch Blueprint(ServiceMark)
Program ("Blueprint"). In addition, participants in Blueprint who own Class A
shares of a Fund may purchase additional Class A shares of that fund through
Blueprint. Blueprint is directed to small investors, group IRAs and
participants in certain affinity groups such as credit unions, trade
associations and benefit plans. Investors placing orders to purchase Class A
or Class D shares of the Fund through Blueprint will acquire the Class A or
Class D shares at net asset value plus a sales charge calculated in accordance
with the Blueprint sales charge schedule (i.e., up to $300 at 4.25%, $300.01
up to $5,000 at 3.25% plus $3, and $5,000.01 or more at the standard sales
charge rates disclosed in the Prospectus). In addition, Class A or Class D
shares of each Fund are offered at net asset value plus a sales charge of .50%
of 1% for corporate or group IRA programs placing orders to purchase their
Class A or Class D shares through Blueprint. Services, including the exchange
privilege, available to Class A and Class D investors through Blueprint,
however, may differ from those available to other Class A or Class D share
investors.
Class A and Class D shares are offered at net asset value to participants
in Blueprint through the Merrill Lynch Directed IRA Rollover Program ("IRA
Rollover Program") available from Merrill Lynch Business Financial Services, a
business unit of Merrill Lynch. The IRA Rollover Program is available to
custodian rollover assets from employer-sponsored retirement and savings plans
whose trustee and/or plan sponsor has entered into a Merrill Lynch Directed
IRA Rollover Program Service Agreement.
Orders for purchases and redemptions of Class A or Class D shares of a
Fund may be grouped for execution purposes which, in some circumstances, may
involve the execution of such orders two business days following the day such
orders are placed. The minimum initial purchase price is $100, with a $50
minimum for subsequent purchases through Blueprint. There are no minimum
initial or subsequent purchase requirements for participants who are part of
an automatic investment plan. Additional information concerning purchases
through Blueprint, including any annual fees and transaction charges, is
available from Merrill Lynch, Pierce, Fenner & Smith Incorporated, The
Blueprint(ServiceMark) Program, P.O. Box 30441, New Brunswick, New Jersey
08989-0441.
TMA(ServiceMark) Managed Trusts. Class A shares are offered at net asset
value to TMA(ServiceMark) Managed Trusts to which Merrill Lynch Trust Company
provides discretionary trustee services.
Employee Access(ServiceMark) Accounts. Provided applicable threshold
requirements are met, either Class A or Class D shares are offered at net
asset value to Employee Access(ServiceMark) Accounts available through
authorized employers. The initial minimum investment for such accounts is
$500, except that the initial minimum investment for shares purchased for such
accounts pursuant to the Automatic Investment Program is $50.
Employer-Sponsored Retirement or Savings Plans and Certain Other
Arrangements. Certain employer-sponsored retirement or savings plans and
certain other arrangements may purchase Class A or Class D shares at net asset
value, based on the number of employees or number of employees eligible to
participate in the plan, the aggregate amount invested by the plan in
specified investments and/or the services provided by Merrill Lynch to the
plan. Additional information regarding purchases by employer-sponsored
retirement or savings plans and certain other arrangements is available
toll-free from Merrill Lynch Business Financial Services at (800) 237-7777.
Purchase Privileges of Certain Persons. Directors of the Corporation and
Trustees of the Trust, members of the Boards of other MLAM/FAM-advised
investment companies, ML & Co. and its subsidiaries (the term "subsidiaries,"
when used herein with respect to ML & Co., includes the Investment Adviser,
MLAM and certain other entities directly or indirectly wholly owned and
controlled by ML & Co.) and their directors and employees and any trust,
pension, profit-sharing or other benefit plan for such persons, may purchase
Class A shares of each Fund at net asset value.
Class D shares of each Fund are offered at net asset value, without a
sales charge, to an investor that has a business relationship with a Financial
Consultant who joined Merrill Lynch from another investment firm within six
months prior to the date of purchase by such investor, if the following
conditions are satisfied: first, the investor must advise Merrill Lynch that
it will purchase Class D shares of a Fund with proceeds from a redemption of
shares of a mutual fund that was sponsored by the Financial Consultant's
previous firm and was subject to a sales charge either at the time of purchase
or on a deferred basis; and second, the investor must establish that such
redemption had been made within 60 days prior to the investment in that Fund
and the proceeds from the redemption had been maintained in the interim in
cash or a money market fund.
Class D shares of a Fund are also offered at net asset value, without a
sales charge, to an investor that has a business relationship with a Merrill
Lynch Financial Consultant and that has invested in a mutual fund sponsored by
a non-Merrill Lynch company for which Merrill Lynch has served as a selected
dealer and where Merrill Lynch has either received or given notice that such
arrangement will be terminated ("notice") if the following conditions are
satisfied: first, the investor must purchase Class D shares of a Fund with
proceeds from a redemption of shares of such other mutual fund and the shares
of such other fund were subject to a sales charge either at the time of
purchase or on a deferred basis; and second, such purchase of Class D shares
must be made within 90 days after such notice.
Class D shares of a Fund are offered at net asset value, without a sales
charge, to an investor that has a business relationship with a Merrill Lynch
Financial Consultant and that has invested in a mutual fund for which Merrill
Lynch has not served as a selected dealer if the following conditions are
satisfied: first, the investor must advise Merrill Lynch that it will purchase
Class D shares of a Fund with proceeds from the redemption of shares of such
other mutual fund and that such shares have been outstanding for a period of
no less than six months; and, second, such purchase of Class D shares must be
made within 60 days after the redemption and the proceeds from the redemption
must be maintained in the interim in cash or a money market fund.
Closed-End Fund Investment Option. Class A shares of a Fund and certain
other Select Pricing Funds ("Eligible Class A Shares") are offered at net
asset value to shareholders of certain closed-end funds advised by the
Investment Adviser or MLAM who purchased such closed-end fund shares prior to
October 21, 1994 (the date the Merrill Lynch Select Pricing(ServiceMark)
System commenced operations) and wish to reinvest the net proceeds from a sale
of their closed-end fund shares are offered Class A shares, if the conditions
set forth below are satisfied. Alternatively, closed-end fund shareholders who
purchased such shares on or after October 21, 1994 and wish to reinvest the
net proceeds from a sale of their closed-end fund shares are offered Class A
shares (if eligible to buy Class A shares) or Class D shares of a Fund and
other Select Pricing Funds ("Eligible Class D Shares"), if the following
conditions are met. First, the sale of closed-end fund shares must be made
through Merrill Lynch, and the net proceeds therefrom must be immediately
reinvested in Eligible Class A or Eligible Class D Shares. Second, the
closed-end fund shares must either have been acquired in the initial public
offering or be shares representing dividends from shares of common stock
acquired in such offering. Third, the closed-end fund shares must have been
continuously maintained in a Merrill Lynch securities account. Fourth, there
must be a minimum purchase of $250 to be eligible for the investment option.
Shareholders of certain MLAM-advised continuously offered closed-end
funds may reinvest at net asset value the net proceeds from a sale of certain
shares of common stock of such funds in shares of a Fund. Upon exercise of
this investment option, shareholders of Merrill Lynch Senior Floating Rate
Fund, Inc. and Merrill Lynch Senior Floating Rate II, Inc. will receive Class
A shares of a Fund and shareholders of Merrill Lynch Municipal Strategy Fund,
Inc. and Merrill Lynch High Income Municipal Bond Fund, Inc. will receive
Class D shares of a Fund, except that shareholders already owning Class A
shares of a Fund will be eligible to purchase additional Class A shares
pursuant to this option, if such additional Class A shares will be held in the
same account as the existing Class A shares and the other requirements
pertaining to the reinvestment privilege are met. In order to exercise this
investment option, a shareholder of one of the above-referenced continuously
offered closed-end funds (an "eligible fund") must sell his or her shares of
common stock of the eligible fund (the "eligible shares") back to the eligible
fund in connection with a tender offer conducted by the eligible fund and
reinvest the proceeds immediately in the designated class of shares of a Fund.
This investment option is available only with respect to eligible shares as to
which no Early Withdrawal charge or CDSC (each as defined in the eligible
fund's prospectus) is applicable. Purchase orders from eligible fund
shareholders wishing to exercise this investment option will be accepted only
on the day that the related tender offer terminates and will be effected at
the net asset value of the designated class of a Fund on such day.
Acquisition of Certain Investment Companies. Class D shares may be
offered at net asset value in connection with the acquisition of the assets of
or merger or consolidation with a personal holding company or a public or
private investment company.
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 Select Pricing Funds.
Because no initial sales charges are deducted at the time of the
purchase, Class B and Class C shares provide the benefit of putting all of the
investor's dollars to work from the time the investment is made. The deferred
sales charge alternatives may be particularly appealing to investors that do
not qualify for the reduction in initial sales charges. Both Class B and Class
C shares are subject to ongoing account maintenance fees and distribution
fees; however, the ongoing account maintenance and distribution fees
potentially may be offset to the extent any return is realized on the
additional funds initially invested in Class B or Class C shares. In addition,
Class B shares will be converted into Class D shares of the Fund after a
conversion period of approximately eight years, and thereafter investors will
be subject to lower ongoing fees.
The public offering price of Class B and Class C shares for investors
choosing the deferred sales charge alternatives is the next determined net
asset value per share without the imposition of a sales charge at the time of
purchase. See "Pricing of Shares -- Determination of Net Asset Value" below.
Contingent Deferred Sales Charges -- Class B Shares
Class B shares that are redeemed within four years of purchase may be
subject to a CDSC at the rates set forth below charged as a percentage of the
dollar amount subject thereto. In determining whether a CDSC is applicable to
a redemption, the calculation will be determined in the manner that results in
the lowest applicable rate being charged. The charge will be assessed on an
amount equal to the lesser of the proceeds of redemption or the cost of the
shares being redeemed. Accordingly, no CDSC will be imposed on increases in
net asset value above the initial purchase price. In addition, no CDSC will be
assessed on shares derived from reinvestment of dividends. It will be assumed
that the redemption is first of shares held for over four years or shares
acquired pursuant to reinvestment of dividends and then of shares held longest
during the four-year period. A transfer of shares from a shareholder's account
to another account will be assumed to be made in the same order as a
redemption.
The following table sets forth the Class B CDSC:
CDSC AS A PERCENTAGE
OF DOLLAR AMOUNT
YEAR SINCE PURCHASE PAYMENT MADE SUBJECT TO CHARGE
------------------------------------------ --------------------
0-1....................................... 4.0%
1-2....................................... 3.0%
2-3....................................... 2.0%
3-4....................................... 1.0%
4 and thereafter.......................... None
To provide an example, assume an investor purchased 100 shares at $10 per
share (at a cost of $1,000) and in the third year after purchase, the net
asset value per share is $12 and, during such time, the investor has acquired
10 additional shares upon dividend reinvestment. If at such time the investor
makes his or her first redemption of 50 shares (proceeds of $600), 10 shares
will not be subject to a CDSC because of dividend reinvestment. With respect
to the remaining 40 shares, the charge is applied only to the original cost of
$10 per share and not to the increase in net asset value of $2 per share.
Therefore, $400 of the $600 redemption proceeds will be charged at a rate of
2.0% (the applicable rate in the third year after purchase).
The Class B CDSC may be waived on redemptions of shares in connection
with certain post-retirement withdrawals from an Individual Retirement Account
("IRA") or other retirement plan or following the death or disability (as
defined in the Internal Revenue Code of 1986, as amended) of a shareholder
(including one who owns the Class B shares as joint tenant with his or her
spouse), provided the redemption is requested within one year of the death or
initial determination of disability or, if later, reasonably promptly
following completion of probate. The Class B CDSC also may be waived on
redemption of shares by certain eligible 401(a) and 401(k) plans. The CDSC may
also be waived for any Class B shares that are purchased by eligible 401(k) or
eligible 401(a) plans that are rolled over into a Merrill Lynch or Merrill
Lynch Trust Company custodied IRA and held in such account at the time of
redemption. The Class B CDSC may be waived for any Class B shares that were
acquired and held at the time of the redemption in an Employee
Access(ServiceMark) Account available through employers providing eligible
401(k) plans. The Class B CDSC also may be waived for any Class B shares that
are purchased by a Merrill Lynch rollover IRA that was funded by a rollover
from a terminated 401(k) plan managed by the MLAM Private Portfolio Group and
held in such account at the time of redemption. The Class B CDSC also may be
waived or its terms may be modified in connection with certain fee-based
programs. The Class B CDSC may also be waived in connection with involuntary
termination of an account in which Fund shares are held or for withdrawals
through the Merrill Lynch Systematic Withdrawal Plan. See "Shareholder
Services -- Fee Based Programs" and "-- Systematic Withdrawal Plan."
Employer-Sponsored Retirement or Savings Plans and Certain Other
Arrangements. Certain employer-sponsored retirement or savings plans and
certain other arrangements may purchase Class B shares with a waiver of the
CDSC upon redemption, based on the number of employees or number of employees
eligible to participate in the plan, the aggregate amount invested by the plan
in specified investments and/or the services provided by Merrill Lynch to the
plan. Such Class B shares will convert into Class D shares approximately ten
years after the plan purchases the first share of any Select Pricing fund.
Minimum purchase requirements may be waived or varied for such plans.
Additional information regarding purchases by employer-sponsored retirement or
savings plans and certain other arrangements is available toll-free from
Merrill Lynch Business Financial Services at (800) 237-7777.
Merrill Lynch Blueprint(ServiceMark) Program. Class B shares are offered
to certain participants in Blueprint. Blueprint is directed to small
investors, group IRAs and participants in certain affinity groups such as
trade associations and credit unions. Class B shares of each Fund are offered
through Blueprint only to members of certain affinity groups. The CDSC is
waived in connection with purchase orders placed through Blueprint. Services,
including the exchange privilege, available to Class B investors through
Blueprint, however, may differ from those available to other investors in
Class B shares. Orders for purchases and redemptions of Class B shares of a
Fund will be grouped for execution purposes which, in some circumstances, may
involve the execution of such orders two business days following the day such
orders are placed. The minimum initial purchase price is $100, with a $50
minimum for subsequent purchases through Blueprint. There is no minimum
initial or subsequent purchase requirement for investors who are part of the
Blueprint automatic investment plan. Additional information concerning these
Blueprint programs, including any annual fees or transaction charges, is
available from Merrill Lynch, Pierce, Fenner & Smith Incorporated, The
Blueprint(ServiceMark) Program, P.O. Box 30441, New Brunswick, New Jersey
08989-0441.
Conversion of Class B Shares to Class D Shares. After approximately eight
years (the "Conversion Period"), Class B shares of each Fund will be converted
automatically into Class D shares of that Fund. Class D shares are subject to
an ongoing account maintenance fee of 0.25% of the average daily net assets of
a Fund but are not subject to the distribution fee that is borne by Class B
shares. Automatic conversion of Class B shares into Class D shares will occur
at least once each month (on the "Conversion Date") on the basis of the
relative net asset value of the shares of the two classes on the Conversion
Date, without the imposition of any sales load, fee or other charge.
Conversion of Class B shares to Class D shares will not be deemed a purchase
or sale of the shares for Federal income tax purposes.
In addition, shares purchased through reinvestment of dividends on Class
B shares also will convert automatically to Class D shares. The Conversion
Date for dividend reinvestment shares will be calculated taking into account
the length of time the shares underlying such dividend reinvestment shares
were outstanding. If at the Conversion Date the conversion of Class B shares
to Class D shares of a Fund in a single account will result in less than $50
worth of Class B shares being left in the account, all of the Class B shares
of that Fund held in the account on the Conversion Date will be converted to
Class D shares of the Fund.
In general, Class B shares of equity Select Pricing Funds will convert
approximately eight years after initial purchase and Class B shares of taxable
and tax-exempt fixed income Select Pricing Funds will convert approximately
ten years after initial purchase. If, during the Conversion Period, a
shareholder exchanges Class B shares with an eight-year Conversion Period for
Class B shares with a ten-year Conversion Period, or vice versa, the
Conversion Period applicable to the Class B shares acquired in the exchange
will apply and the holding period for the shares exchanged will be tacked on
to the holding period for the shares acquired. The Conversion Period also may
be modified for investors that participate in certain fee-based programs. See
"Shareholder Services - Fee-Based Programs."
Class B shareholders of a Fund exercising the exchange privilege
described under "Shareholder Services - Exchange Privilege" will continue to
be subject to that Fund's CDSC schedule if such schedule is higher than the
CDSC schedule relating to the Class B shares acquired as a result of the
exchange.
Share certificates for Class B shares of the Fund to be converted must be
delivered to the Transfer Agent at lease one week prior to the Conversion Date
applicable to those shares. In the event such certificates are not received by
the Transfer Agent at least one week prior to the Conversion Date, the related
Class B shares will convert to Class D shares one the next scheduled
Conversion Date after such certificates are delivered.
Contingent Deferred Sales Charges -- Class C Shares
Class C shares that are redeemed within one year of purchase may be
subject to a 1.0% CDSC charged as a percentage of the dollar amount subject
thereto. In determining whether a Class C CDSC is applicable to a redemption,
the calculation will be determined in the manner that results in the lowest
possible rate being charged. The charge will be assessed on an amount equal to
the lesser of the proceeds of redemption or the cost of the shares being
redeemed. Accordingly, no Class C CDSC will be imposed on increases in net
asset value above the initial purchase price. In addition, no Class C CDSC
will be assessed on shares derived from reinvestment of dividends. It will be
assumed that the redemption is first of shares held for over one year or
shares acquired pursuant to reinvestment of dividends and then of shares held
longest during the one-year period. 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. The Class C CDSC may be waived in connection with involuntary
termination of an account in which Fund shares are held and withdrawals
through the Merrill Lynch Systematic Withdrawal Plans. See "Shareholder
Services -- Systematic Withdrawal Plan." The Class C CDSC of each Fund and
certain other MLAM-advised mutual funds may be waived with respect to Class C
shares purchased by an investor with the net proceeds of a tender offer made
by certain MLAM-advised closed-end funds, including Merrill Lynch Senior
Floating Rate Fund II, Inc. Such waiver is subject to the requirement that the
tendered shares shall have been held by the investor for a minimum of one year
and to such other conditions as are set forth in the prospectus for the
related closed-end fund.
Class B and Class C Sales Charge Information. Merrill Lynch compensates
its Financial Consultants for selling Class B and Class C shares at the time
of purchase from its own funds. Proceeds from the CDSC and the distribution
fee are paid to the Distributor and are used in whole or in part by the
Distributor to defray the expenses of dealers (including Merrill Lynch)
related to providing distribution-related services to each 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 the dealer's own funds. The combination of the CDSC and the ongoing
distribution fee facilitates the ability of each Fund to sell the Class B and
Class C shares without a sales charge being deducted at the time of purchase.
See "Distribution Plans" below. Imposition of the CDSC and the distribution
fee on Class B and Class C shares is limited by the NASD asset-based sales
charge rule. See "Limitations on the Payment of Deferred Sales Charges" below.
DISTRIBUTION PLANS
Reference is made to "Fees and Expenses" in the Prospectus for certain
information with respect to separate distribution plans for Class B, Class C
and Class D shares pursuant to Rule 12b-1 under the Investment Company Act
(each a "Distribution Plan") with respect to the account maintenance and/or
distribution fees paid by the Funds to the Distributor with respect to such
classes.
The Distribution Plan for each of the Class B, Class C and Class D shares
provides that each 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 each Fund
attributable to shares of the relevant class in order to compensate the
Distributor and Merrill Lynch (pursuant to a sub-agreement) in connection with
account maintenance activities with respect to Class B, Class C and Class D
shares. Each of those classes has exclusive voting rights with respect to the
Distribution Plan adopted with respect to such class pursuant to which account
maintenance and/or distribution fees are paid (except that Class B
shareholders may vote on any material changes to expenses charged under the
Class D Distribution Plan).
The Distribution Plan for Class B and Class C shares provide that each
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 each Fund attributable to the shares
of the relevant class in order to compensate the Distributor and Merrill Lynch
(pursuant to a sub-agreement) for providing shareholder and distribution
services and bearing certain distribution-related expenses of each Fund,
including payments to financial consultants for selling Class B and Class C
shares of each 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 A and
Class D shares of each Fund in that the ongoing distribution fees and deferred
sales charges provide for the financing of the distribution of each Fund's
Class B and Class C shares.
The Funds' Distribution Plans are subject to the provisions of Rule 12b-1
under the Investment Company Act. In their consideration of each Distribution
Plan, the Directors must consider all factors they deem relevant, including
information as to the benefits of each Distribution Plan to the applicable
Fund and the related class of shareholders. Each Distribution Plan further
provides that, so long as the Distribution Plan remains in effect, the
selection and nomination of non-interested Directors shall be committed to the
discretion of the non-interested Directors then in office. In approving each
Distribution Plan in accordance with Rule 12b-1, the non-interested Directors
concluded that there is reasonable likelihood that such Distribution Plan will
benefit each Fund and its related class of shareholders. Each Distribution
Plan can be terminated at any time, without penalty, by the vote of a majority
of the non-interested Directors or by the vote of the holders of a majority of
the outstanding related class of voting securities of the affected Fund. A
Distribution Plan cannot be amended to increase materially the amount to be
spent by a 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 non-interested 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 each Fund
preserve copies of its Distribution Plans and any report made pursuant to such
plan for a period of not less than six years from the date of such
Distribution Plans or such report, the first two years in an easily accessible
place.
Among other things, each Distribution Plan provides that the Distributor
shall provide and the Directors shall review quarterly reports of the
disbursement of the account maintenance and/or distribution fees paid to the
Distributor. Payments under the Distribution Plans are based on a percentage
of average daily net assets attributable to the shares regardless of the
amount of expenses incurred and, accordingly, distribution-related revenues
from each Distribution Plan may be more or less than distribution-related
expenses of the related class. Information with respect to the
distribution-related revenues and expenses is presented to the Directors 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.
LIMITATIONS ON THE PAYMENT OF DEFERRED SALES CHARGES
The maximum sales charge rule in the Conduct Rules of the NASD imposes a
limitation on certain asset-based sales charges such as the distribution fee
and the CDSC borne by the Class B and Class C shares, but not the account
maintenance fee. The maximum sales charge rule is applied separately to each
class. As applicable to each Fund, the maximum sales charge rule limits the
aggregate of distribution fee payments and CDSCs payable by each 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). In connection with the Class B
shares, the Distributor has voluntarily agreed to waive interest charges on
the unpaid balance in excess of 0.50% of eligible gross sales. Consequently,
the maximum amount payable to the Distributor (referred to as the "voluntary
maximum") in connection with the Class B shares is 6.75% of eligible gross
sales. The Distributor retains the right to stop waiving the interest charges
at any time. To the extent payments would exceed the voluntary maximum, the
Fund will not make further payments of the distribution fee with respect to
Class B shares and any CDSCs will be paid to the applicable Fund rather than
to the Distributor; however, the Fund will continue to make payments of the
account maintenance fee. In certain circumstances the amount payable pursuant
to the voluntary maximum may exceed the amount payable under the NASD formula.
In such circumstance payment in excess of the amount payable under the NASD
formula will not be made.
REDEMPTION OF SHARES
Reference is made to "How to Buy, Sell, Transfer and Exchange Shares" in
the Prospectus.
Each Fund is required to redeem for cash all shares of that 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 right to redeem shares or to receive payment with respect to any such
redemption may be suspended for more than seven days only for any period
during which trading on the New York Stock Exchange (the "NYSE") is restricted
as determined by the Commission or 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 Funds
is not reasonably practicable, and for such other periods as the Commission
may by order permit for the protection of shareholders of the Funds.
The value of shares of a Fund at the time of redemption may be more or
less than the shareholder's cost, depending in part on the market value of the
securities held by that Fund at such time.
REDEMPTION
A shareholder wishing to redeem shares held with the Transfer Agent may
do so without charge by tendering the shares directly to the Funds' Transfer
Agent, Financial Data Services, Inc., P.O. Box 45289, Jacksonville, Florida
32232-5289. Redemption requests delivered other than by mail should be
delivered to Financial Data Services, Inc., 4800 Deer Lake Drive East,
Jacksonville, Florida 32246-6484. Proper notice of redemption in the case of
shares deposited with the Transfer Agent may be accomplished by a written
letter requesting redemption. Proper notice of redemption in the case of
shares for which certificates have been issued may be accomplished by a
written letter as noted above accompanied by certificates for the shares to be
redeemed. Redemption requests should not be sent to the Corporation, the Trust
or the Funds. A redemption request in either event requires the signature(s)
of all persons in whose name(s) the shares are registered, signed exactly as
such name(s) appear(s) on the Transfer Agent's register. The signature(s) on
the redemption request may require a guarantee by an "eligible guarantor
institution" as defined in Rule 17Ad-15 under the Securities Exchange Act of
1934 (the "Exchange Act"), the existence and validity of which may be verified
by the Transfer Agent through the use of industry publications. In the event a
signature guarantee is required, notarized signatures are not sufficient. In
general, signature guarantees are waived on redemptions of less than $50,000
as long as the following requirements are met: (i) all requests require the
signature(s) of all persons in whose name(s) shares are recorded on the
Transfer Agent's register; (ii) all checks must be mailed to the stencil
address of record on the Transfer Agent's register and (iii) the stencil
address must not have changed within 30 days. Certain rules may apply
regarding certain account types such as but not limited to UGMA/UTMA accounts,
Joint Tenancies With Rights of Survivorship, contra broker transactions and
institutional accounts. In certain instances, the Transfer Agent may require
additional documents such as, but not limited to, trust instruments, death
certificates, appointments as executor or administrator, or certificates of
corporate authority. 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 a Fund may be requested to redeem shares for which it
has not yet received good payment (e.g., cash, Federal funds or certified
check drawn on a U.S. bank). That Fund may delay or cause to be delayed the
mailing of a redemption check until such time as good payment (e.g., cash,
Federal funds or certified check drawn on a U.S. bank) has been collected for
the purchase of such Fund shares, which will not usually exceed 10 days.
REPURCHASE
Each Fund also will repurchase its shares through a shareholder's listed
securities dealer. Each Fund normally will accept orders to repurchase shares
by wire or telephone from dealers for their customers at the net asset value
next computed after the order is placed. Shares will be priced at the net
asset value calculated on the day the request is received, provided that the
request for repurchase is submitted to the dealer prior to the regular close
of business on the NYSE (generally, the NYSE closes at 4:00 p.m., Eastern
time) and such request is received by the 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 Funds
not later than 30 minutes after the close of business on the NYSE in order to
obtain that day's closing price.
The foregoing repurchase arrangements are for the convenience of
shareholders and do not involve a charge by a 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 a Fund. Merrill Lynch may charge its
customers a processing fee (presently, $5.35) to confirm a repurchase of
shares to such customers. Repurchases made directly through the Transfer
Agent, on accounts held at the Transfer Agent, are not subject to the
processing fee. Each 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 a Fund, however, may redeem Fund shares as set
forth above.
REINSTATEMENT PRIVILEGE -- CLASS A AND CLASS D SHARES
Shareholders of a Fund who have redeemed their Class A and Class D shares
of that Fund have a privilege to reinstate their accounts by purchasing Class
A or Class D shares, as the case may be, of that Fund at net asset value
without a sales charge up to the dollar amount redeemed. The reinstatement
privilege may be exercised by sending a notice of exercise along with a check
for the amount to be reinstated to the Transfer Agent within 30 days after the
date the request for redemption was accepted by the Transfer Agent or the
Distributor. Alternatively, the reinstatement privilege may be exercised
through the investor's Merrill Lynch Financial Consultant within 30 days after
the date the request for redemption was accepted by the Transfer Agent or the
Distributor. The reinstatement will be made at the net asset value per share
next determined after the notice of reinstatement is received and cannot
exceed the amount of the redemption proceeds.
PRICING OF SHARES
DETERMINATION OF NET ASSET VALUE
Reference is made to "How Shares are Priced" in the Prospectus.
The net asset value of the shares of all classes of each 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. The NYSE generally closes at
4:00 p.m., Eastern time. Each 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 a 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.
Net asset value is computed by dividing the value of the securities held
by each Portfolio on behalf of a 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 of the Fund
outstanding at such time, rounded to nearest cent. Expenses, including the
fees payable to the Investment Adviser and Distributor, are accrued daily.
The per share net asset value of Class B, Class C and Class D shares
generally will be lower than the per share net asset value of Class A shares,
reflecting the daily expense accruals of the account maintenance, distribution
and higher transfer agency fees applicable with respect to Class B and Class C
shares, and the daily expense accruals of the account maintenance fees
applicable with respect to Class D shares. Moreover, the per share net asset
value of the Class B and Class C shares of a Fund generally will be lower than
the per share net asset value of Class D shares of that Fund, reflecting the
daily expense accruals of the distribution fees and higher transfer agency
fees applicable with respect to Class B and Class C shares of that Fund. It is
expected, however, that the per share net asset value of the four classes of a
Fund 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 of the Trust as the primary market. Long
positions in securities traded in the OTC market are valued at the last
available bid price in the OTC market prior to the time of valuation.
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.
Portfolio securities that are traded both in the OTC market and on a stock
exchange are valued according to the broadest and most representative market.
When a Portfolio writes an option, the amount of the premium received is
recorded on the books of that 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 on the last sale price in
the case of exchange-traded options or, in the case of options traded in the
OTC market, the last ask price. Options purchased by a 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 stated 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. The values of
such securities used in computing the net asset value of each Fund's shares
are determined as of such times. Foreign currency exchange rates also are
generally determined prior to the close of business on the NYSE. Occasionally,
events affecting the values of such securities and such exchange rates may
occur between the times at which they are determined and the close of business
on the NYSE that may not be reflected in the computation of each Fund's net
asset value.
Each investor in the Trust may add to or reduce its investment in the
Portfolio on each day the NYSE is open for trading. The value of each
investor's (including each 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 determination of net asset value of
the Portfolio.
COMPUTATION OF OFFERING PRICE PER SHARE
An illustration of the computation of the offering price for Class A,
Class B, Class C and Class D shares of each Fund based on the projected value
of each 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 A Class B Class C Class D
---------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
Net Assets....................................... $ $ $ $
================ =============== =============== ================
Number of Shares Outstanding.....................
================ =============== =============== ================
Net Asset Value Per Share (net assets divided by
number of shares outstanding.................. $ $ $ $
Sales Charge (for Class A and Class D Shares:
5.25% of Offering Price (5.54% of net amount
invested))*
---------------- --------------- --------------- ----------------
Offering Price................................... $ $ $ $
================ =============== =============== ================
</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.
PORTFOLIO TRANSACTIONS AND BROKERAGE
TRANSACTIONS IN PORTFOLIO SECURITIES
Because each Fund will invest exclusively in shares of its corresponding
Portfolio of the Trust, it is expected that all transactions in portfolio
securities will be entered into by the Trust. Subject to policies established
by the Board of Trustees of the Trust, the Investment Adviser is primarily
responsible for the execution of the Trust's portfolio transactions and the
allocation of brokerage. The Trust has no obligation to deal with any broker
or group of brokers in the execution of transactions in portfolio securities
and does not use any particular broker or dealer. In executing transactions
with brokers and dealers, the Investment Adviser seeks to obtain the best net
results for each Portfolio of the Trust, taking into account such factors as
price (including the applicable brokerage commission or dealer spread), size
of order, difficulty of execution and operational facilities of the firm and
the firm's risk in positioning a block of securities. While the Investment
Adviser generally seeks reasonably competitive commission rates, the Trust
does not necessarily pay the lowest spread or commission available. In
addition, consistent with the Conduct Rules of the NASD and policies
established by the Board of Trustees of the Trust, the Investment Adviser may
consider sales of shares of a Fund as a factor in the selection of brokers or
dealers to execute portfolio transactions for the Trust; however, whether or
not a particular broker or dealer sells shares of the Fund neither qualifies
nor disqualifies such broker or dealer to execute transactions for the Trust.
Subject to obtaining the best net results, brokers who provide
supplemental investment research to the Investment Adviser may receive orders
for transactions by the Trust. Such supplemental research services ordinarily
consist of assessments and analyses of the business or prospects of a company,
industry or economic sector. Information so received will be in addition to
and not in lieu of the services required to be performed by the Investment
Adviser under the Investment Advisory Agreements, and the expenses of the
Investment Adviser will not necessarily be reduced as a result of the receipt
of such supplemental information. If in the judgment of the Investment Adviser
the Trust will benefit from supplemental research services, the Investment
Adviser is authorized to pay brokerage commissions to a broker furnishing such
services that are in excess of commission that another broker may have charged
for effecting the same transactions. Certain supplemental research services
may primarily benefit one or more other investment companies or other accounts
for which the Investment Adviser exercises investment discretion. Conversely,
the Trust may be the primary beneficiary of the supplemental research services
received as a result of portfolio transactions effected for such other
accounts or investment companies.
The Trust anticipates that its brokerage transactions involving
securities of issuers domiciled in countries other than the United States
generally will be conducted primarily on the principal stock exchanges of such
countries. Brokerage commissions and other transaction costs on foreign stock
exchange transactions generally are higher than in the United States, although
the Trust will endeavor to achieve the best net results in effecting its
portfolio transactions. There generally is less governmental supervision and
regulation of foreign stock exchanges and brokers than in the United States.
Foreign equity securities may be held by the Trust in the form of ADRs,
EDRs, GDRs or other securities convertible into foreign equity securities.
ADRs, EDRs and GDRs may be listed on stock exchanges, or traded in
over-the-counter markets in the United States or Europe, as the case may be.
ADRs, like other securities traded in the United States, will be subject to
negotiated commission rates. The Trust's ability and decisions to purchase or
sell portfolio securities of foreign issuers may be affected by laws or
regulations relating to the convertibility and repatriation of assets. Because
the shares of each Fund are redeemable on a daily basis in U.S. dollars, the
Trust intends to manage each Portfolio so as to give reasonable assurance that
it will be able to obtain U.S. dollars to the extent necessary to meet
anticipated redemptions. Under present conditions, it is not believed that
these considerations will have significant effect on the Trust's portfolio
strategies.
Each Fund may invest in certain securities traded in the OTC market and
intends to deal directly with the dealers who make a market in securities
involved, except in those circumstances in which better prices and execution
are available elsewhere. Under the Investment Company Act, persons affiliated
with the Trust and persons who are affiliated with such affiliated persons are
prohibited from dealing with the Trust as principal in the purchase and sale
of securities unless a permissive order allowing such transactions is obtained
from the Commission. Since transactions in the OTC market usually involve
transactions with the dealers acting as principal for their own accounts, the
Trust will not deal with affiliated persons, including Merrill Lynch and its
affiliates, in connection with such transactions. However, an affiliated
person of the Trust may serve as its broker in OTC transactions conducted on
an agency basis provided that, among other things, the fee or commission
received by such affiliated broker is reasonable and fair compared to the fee
or commission received by non-affiliated brokers in connection with comparable
transactions. In addition, the Trust may not purchase securities during the
existence of any underwriting syndicate for such securities of which Merrill
Lynch is a member or in a private placement in which Merrill Lynch serves as
placement agent except pursuant to procedures approved by the Board of
Trustees of the Trust that either comply with rules adopted by the Commission
or with interpretations of the Commission staff. See "Investment Objective and
Policies -- Investment Restrictions."
Section 11(a) of the Exchange Act generally prohibits members of the U.S.
national securities exchanges from executing exchange transactions for their
affiliates and institutional accounts that they manage unless the member (i)
has obtained prior express authorization from the account to effect such
transactions, (ii) at least annually furnishes the account with a statement
setting forth the aggregate compensation received by the member in effecting
such transactions, and (iii) complies with any rules the Commission has
prescribed with respect to the requirements of clauses (i) and (ii). To the
extent Section 11(a) would apply to Merrill Lynch acting as a broker for the
Trust in any of its portfolio transactions executed on any such securities
exchange of which it is a member, appropriate consents have been obtained from
the Trust and annual statements as to aggregate compensation will be provided
to the Trust. Securities may be held by, or be appropriate investments for,
the Trust as well as other funds or investment advisory clients of the
Investment Adviser or its affiliates.
The Board of Trustees of the Trust has considered the possibility of
seeking to recapture for the benefit of the Funds brokerage commissions and
other expenses of possible portfolio transactions by conducting portfolio
transactions through affiliated entities. For example, brokerage commissions
received by affiliated brokers could be offset against the advisory fee paid
by the Trust on behalf of a portfolio to the Investment Adviser. After
considering all factors deemed relevant, the Board of Trustees made a
determination not to seek such recapture. The Board will reconsider this
matter from time to time.
Because of different objectives or other factors, a particular security
may be bought for one or more clients of the Investment Adviser or its
affiliates when one or more clients of the Investment Adviser or its
affiliates are selling the same security. If purchases or sales of securities
arise for consideration at or about the same time that would involve the Trust
or other clients or funds for which the Investment Adviser or an affiliate act
as investment adviser, 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 its affiliates during the same period may increase
the demand for securities being purchased or the supply of securities being
sold, there may be an adverse effect on price.
SHAREHOLDER SERVICES
Each Fund offers a number of shareholder services described below that
are designed to facilitate investment in its shares. Full details as to each
such service and copies of the various plans or how to change options with
respect thereto, can be obtained from the Funds by calling the telephone
number on the cover page hereof, or from the Distributor or Merrill Lynch.
Certain of these services are available only to U.S. investors, and certain of
these services are not available to investors who place orders through the
Merrill Lynch Blueprint(ServiceMark) Program.
INVESTMENT ACCOUNT
Each shareholder whose account is maintained at the Transfer Agent has an
Investment Account and will receive statements, at least quarterly, from the
Transfer Agent. These statements will serve as transaction confirmations for
automatic investment purchases and the reinvestment of dividends. The
statements also will show any other activity in the account since the
preceding statement. Shareholders also will receive separate confirmations for
each purchase or sale transaction other than automatic investment purchases
and the reinvestment of dividends. A shareholder with an account held at the
Transfer Agent may make additions to his or her Investment Account at any time
by mailing a check directly to the Transfer Agent. Upon the transfer of shares
out of a Merrill Lynch brokerage account, an Investment Account in the
transferring shareholder's name may be opened automatically at the Transfer
Agent.
Share certificates are issued only for full shares and only upon the
specific request of a shareholder who has an Investment Account. Issuance of
certificates representing all or only part of the full shares in an Investment
Account may be requested by a shareholder directly from the Transfer Agent.
Shareholders may transfer their Fund shares from Merrill Lynch to another
securities dealer that has entered into a selected dealer agreement with
Merrill Lynch. Certain shareholder services may not be available for the
transferred shares. After the transfer, the shareholder may purchase
additional shares of funds owned before the transfer, and all future trading
of these assets must be coordinated by the new firm. If a shareholder wishes
to transfer his or her shares to a securities dealer that has not entered into
a selected dealer agreement with Merrill Lynch, the shareholder must either
(i) redeem his or her shares, paying any applicable CDSC or (ii) continue to
maintain an Investment Account at the Transfer Agent for those shares. The
shareholder also may request the new securities dealer to maintain the shares
in an account at the Transfer Agent registered in the name of the securities
dealer for the benefit of the shareholder, whether the securities dealer has
entered into a selected dealer agreement or not.
Shareholders considering transferring a tax-deferred retirement account,
such as an individual retirement account, from a Merrill Lynch to another
securities dealer should be aware that, if the firm to which the retirement
account is to be transferred will not take delivery of shares of a 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.
EXCHANGE PRIVILEGE
U.S. shareholders of each class of shares of each Fund have an exchange
privilege with certain other Select Pricing Funds and Summit Cash Reserves
Fund ("Summit"), a series of Financial Institutions Series Trust, which is a
Merrill Lynch-sponsored money market fund specifically designated as available
for exchange by holders of Class A, Class B, Class C and Class D shares Select
Pricing Funds. Shares with a net asset value of at least $100 are required to
qualify for the exchange privilege, and any shares used in an exchange must
have been held by the shareholder for at least 15 days. Before effecting an
exchange, shareholders should obtain a currently effective prospectus of the
fund into which the exchange is to be made. Exercise of the exchange privilege
is treated as a sale of the exchanged shares and a purchase of the acquired
shares for Federal income tax purposes.
Exchanges of Class A and Class D Shares. Class A shareholders may
exchange Class A shares of a Fund for Class A shares of a second Select
Pricing Fund if the shareholder holds any Class A shares of the second fund in
the account in which the exchange is made at the time of the exchange or is
otherwise eligible to purchase Class A shares of the second fund. If the Class
A shareholder wants to exchange Class A shares for shares of a second Select
Pricing Fund, but does not hold Class A shares of the second fund in his or
her account at the time of exchange and is not otherwise eligible to acquire
Class A shares of the second fund, the shareholder will receive Class D shares
of the second fund as a result of the exchange. Class D shares also may be
exchanged for Class A shares of a second Select Pricing Fund at any time as
long as, at the time of the exchange, the shareholder holds Class A shares of
the second fund in the account in which the exchange is made or is otherwise
eligible to purchase Class A shares of the second fund. Class D shares are
exchangeable with shares of the same class of other Select Pricing Funds.
Exchanges of Class A or Class D shares outstanding ("outstanding Class A
or Class D shares") for Class A or Class D shares of another Select Pricing
Fund, or for Class A shares of Summit ("new Class A or Class D shares") are
transacted on the basis of relative net asset value per Class A or Class D
share, respectively, plus an amount equal to the difference, if any, between
the sales charge previously paid on the outstanding Class A or Class D shares
and the sales charge payable at the time of the exchange on the new Class A or
Class D shares. With respect to outstanding Class A or Class D shares as to
which previous exchanges have taken place, the "sales charge previously paid"
shall include the aggregate of the sales charges paid with respect to such
Class A or Class D shares in the initial purchase and any subsequent exchange.
Class A or Class D shares issued pursuant to dividend reinvestment are sold on
a no-load basis in each of the funds offering Class A or Class D shares. For
purposes of the exchange privilege, Class A and Class D shares acquired
through dividend reinvestment shall be deemed to have been sold with a sales
charge equal to the sales charge previously paid on the Class A or Class D
shares on which the dividend was paid. Based on this formula, Class A and
Class D shares of each Fund generally may be exchanged into the Class A and
Class D shares, respectively, of the other funds with a reduced or without a
sales charge.
Exchanges of Class B and Class C Shares. Certain Select Pricing Funds
with Class B and Class C shares outstanding ("outstanding Class B or Class C
shares") offer to exchange their Class B or Class C shares for Class B or
Class C shares, respectively, of certain other Select Pricing Funds or for
Class B shares of Summit ("new Class B or Class C shares") on the basis of
relative net asset value per Class B or Class C share, without the payment of
any CDSC that might otherwise be due on redemption of the outstanding shares.
Class B shareholders of a Fund exercising the exchange privilege will continue
to be subject to that 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 a Fund acquired through use
of the exchange privilege will be subject to that 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 was made. For purposes of computing the CDSC
that may be payable on a disposition of the new Class B or Class C shares, the
holding period for the 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 a Fund for those of Merrill Lynch Special Value
Fund, Inc. ("Special Value Fund") after having held that Fund's Class B shares
for two-and-a-half years. The 2% CDSC that generally would apply to a
redemption would not apply to the exchange. Three years later the investor may
decide to redeem the Class B shares of Special Value Fund and receive cash.
There will be no CDSC due on this redemption since by "tacking" the
two-and-a-half year holding period of a Fund's Class B shares to the three
year holding period for the Special Value Fund Class B shares, the investor
will be deemed to have held Special Value Fund Class B shares for more than
five years.
Exchanges for Shares of a Money Market Fund. Class A and Class D shares
are exchangeable for Class A shares of Summit and Class B and Class C shares
are exchangeable for Class B shares of Summit. Class A shares of Summit have
an exchange privilege back into Class A or Class D shares of Select Pricing
Funds; Class B shares of Summit have an exchange privilege back into Class B
or Class C shares of Select Pricing Funds and, in the event of such an
exchange, the period of time that Class B shares of Summit are held will count
toward satisfaction of the holding period requirement for purposes of reducing
any CDSC and toward satisfaction of any Conversion Period with respect to
Class B shares. Class B shares of Summit will be subject to a distribution fee
at an annual rate of 0.75% of average daily net assets of such Class B shares.
This exchange privilege does not apply with respect to certain fee-based
programs for which alternative exchange arrangements may exist. Please see
your Merrill Lynch Financial Consultant for further information.
Prior to October 12, 1998, exchanges from the Funds and other Select
Pricing Funds into a money market fund were directed to certain Merrill
Lynch-sponsored money market funds other than Summit. Shareholders who
exchanged Select Pricing Funds shares for such other money market funds and
subsequently wish to exchange those money market fund shares for shares of a
Fund will be subject to the CDSC schedule applicable to such Fund shares, if
any. The holding period for those money market fund shares will not count
toward satisfaction of the holding period requirement for reduction of the
CDSC imposed on such shares, if any, and, with respect to Class B shares,
toward satisfaction of the Conversion Period. However, the holding period for
Class B or Class C shares of a Fund received in exchange for such money market
fund shares will be aggregated with the holding period for the fund shares
originally exchanged for such money market fund shares for purposes of
reducing the CDSC or satisfying the Conversion Period.
Exercise of the Exchange Privilege. To exercise the exchange privilege, a
shareholder should contact his or her Merrill Lynch Financial Consultant, who
will advise the relevant Fund of the exchange. Shareholders of each Fund and
shareholders of the other Select Pricing Funds described above with shares for
which certificates have not been issued, may exercise the exchange privilege
by wire through their securities dealers. Each 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. Each
Fund reserves the right to limit the number of times an investor may exercise
the exchange privilege. Certain funds may suspend the continuous offering of
their shares to the general public at any time and may thereafter resume such
offering from time to time. The exchange privilege is available only to U.S.
shareholders in states where the exchange legally may be made. It is
contemplated that the exchange privilege may be applicable to other new mutual
funds whose shares may be distributed by the Distributor.
FEE-BASED PROGRAMS
Certain Merrill Lynch fee-based programs, including pricing alternatives
for securities transactions (each referred to in this paragraph as a
"Program"), may permit the purchase of Class A shares at net asset value.
Under specified circumstances, participants in certain Programs may deposit
other classes of shares, which will be exchanged for Class A shares. Initial
or deferred sales charges otherwise due in connection with such exchanges may
be waived or modified, as may the Conversion Period applicable to the
deposited shares. Termination of participation in 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 a Program, shares that have been held for less than specified
periods within such Program may be subject to a fee based on the current value
of such shares. These Programs also generally prohibit such shares from being
transferred to another account at Merrill Lynch, to another broker-dealer or
to the Transfer Agent. Except in limited circumstances (which may also involve
an exchange as described above), such shares must be redeemed and another
class of shares purchased (which may involve the imposition of initial or
deferred sales charges and distribution and account maintenance fees) in order
for the investment not to be subject to Program fees. Additional information
regarding a specific Program (including charges and limitations on
transferability applicable to shares that may be held in such Program) is
available in the Program's client agreement and from the Transfer Agent at
1-800-MER-FUND (1-800-637-3863).
RETIREMENT AND EDUCATIONAL SAVINGS PLANS
Individual retirement accounts and other retirement and education savings
plans are available from Merrill Lynch. Under these plans, investments may be
made in a Fund and certain of the other mutual funds sponsored by Merrill
Lynch as well as in other securities. Merrill Lynch may charge an initial
establishment fee and an annual fee for each account. Information with respect
to these plans is available on request from Merrill Lynch.
Dividends received in each of the plans referred to above are exempt from
Federal taxation until distributed from the plans. Different tax rules apply
to Roth IRA plans and education savings plans. Investors consider
participation in any retirement or education savings plan should review
specific tax laws relating thereto and should consult their attorneys or tax
advisers with respect to the establishment and maintenance of any such plan.
AUTOMATIC INVESTMENT PLANS
A shareholder may make additions to an Investment Account at any time by
purchasing Class A shares (if he or she is an eligible Class A investor) or
Class B, Class C or Class D shares at the applicable public offering price.
These purchases may be made either through the shareholder's securities dealer
or by mail directly to the Transfer Agent, acting as agent for such securities
dealer. Voluntary accumulation also can be made through a service known as the
Funds' Automatic Investment Plan. Each Fund would be authorized, on a regular
basis, to provide systematic additions to the Investment Account of such
shareholder through charges of $50 or more to the regular bank account of the
shareholder by either pre-authorized checks or automated clearing house
debits. Alternatively, an investor that maintains a CMA(R) or CBA(R) account
may arrange to have periodic investments made in a Fund in amounts of $100 ($1
for retirement accounts) or more through the CMA(R) or CBA(R) Automated
Investment Program.
AUTOMATIC DIVIDEND REINVESTMENT PLAN
Unless specific instructions are given as to the method of payment,
dividends paid with respect to a Fund's shares will be automatically
reinvested, without sales charge, in additional full and fractional shares of
that Fund. Such reinvestment will be at the net asset value of shares of the
Fund as determined after the close of business on the NYSE on the monthly
payment date for such dividends. No CDSC will be imposed upon redemption of
shares issued as a result of the automatic reinvestment of dividends.
Shareholders may, at any time, by written notification to Merrill Lynch
if their account is maintained with Merrill Lynch, or by written notification
or by telephone (1-800-MER-FUND) to the Transfer Agent, if their account is
maintained with the Transfer Agent, elect to have subsequent dividends of
ordinary income and/or capital gains paid with respect to shares of a Fund in
cash, rather than reinvested in shares of that Fund (provided that, in the
event that a payment on an account maintained at the Transfer Agent would
amount to $10.00 or less, a shareholder will not receive such payment in cash
and such payment will automatically be reinvested in additional shares).
Commencing ten days after the receipt by the Transfer Agent of such notice,
those instructions will be effected. The Funds are not responsible for any
failure of delivery to the shareholder's address of records and no interest
will accrue on amounts represented by uncashed dividend checks. Cash payments
can also be directly deposited to the shareholder's bank account.
SYSTEMATIC WITHDRAWAL PLANS
A shareholder may elect to receive systematic withdrawals from his or her
Investment Account by check or through automatic payment by direct deposit to
his or her bank account on either a monthly or quarterly basis as provided
below. Quarterly withdrawals are available for shareholders who have acquired
shares of a 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. Redemptions will be made at net
asset value as determined after the close of business on the NYSE (generally,
the NYSE closes at 4:00 p.m., Eastern time) on the 24th day of each month or
the 24th day of the last month of each quarter, whichever is applicable. If
the NYSE is not open for business on such date, the shares will be redeemed at
the net asset value determined 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 Fund shares. A shareholder's Systematic Withdrawal
Plan may be terminated at any time, without a charge or penalty, by the
shareholder, each Fund, the Transfer Agent or the Distributor.
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 "Purchase of
Shares --Deferred Sales Charge Alternatives -- Class B and C Shares." Where
the systematic withdrawal plan is applied to Class B shares, upon conversion
of the last Class B shares in an account to Class D shares, a shareholder must
make a new election to join the systematic withdrawal program with respect to
the Class D shares. If an investor wishes to change the amount being withdrawn
in a systematic withdrawal plan, the investor should contact his or her
Merrill Lynch Financial Consultant.
Withdrawal payments should not be considered as dividends. 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 ordinarily disadvantageous to the shareholder because of sales charges and
tax liabilities. A Fund will not knowingly accept purchase orders for shares
of that 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.
Alternatively, a shareholder whose shares are held within a CMA(R) or
CBA(R) Account may elect to have shares redeemed on a monthly, bimonthly,
quarterly, semiannual or annual basis through the CMA(R) or CBA(R) Systematic
Redemption Program. The minimum fixed dollar amount redeemable is $50. The
proceeds of systematic redemptions will be posted to the shareholder's account
three business days after the date the shares are redeemed. All redemptions
are made at net asset value. A shareholder may elect to have his or her shares
redeemed on the first, second, third, or fourth Monday of each month, in the
case of monthly redemptions, or of every other month, in the case of bimonthly
redemptions. For quarterly, semiannual or annual redemptions, the shareholder
may select the month in which the shares are to be redeemed and may designate
whether the redemption is to be made on the first, second, third or fourth
Monday of the month. If the Monday selected is not a business day, the
redemption will be processed at net asset value on the next business day. The
CMA(R) or CBA(R) Systematic Redemption Program is not available if Fund shares
are being purchased within the account pursuant to the Automated Investment
Program. For more information on the CMA(R) or CBA(R) Systematic Redemption
Program, eligible shareholders should contact their Merrill Lynch Financial
Consultant.
DIVIDENDS AND TAXES
DIVIDENDS
Each Fund intends to distribute substantially all of its net investment
income, if any. Dividends from such net investment income will be paid at
least annually. All net realized capital gains, if any, will be distributed to
each Fund's shareholders at least annually. From time to time, each Fund may
declare a special distribution at or about the end of the calendar year in
order to comply with Federal tax requirements that certain percentages of its
ordinary income and capital gains be distributed during the year. If in any
fiscal year, the Funds have net income from certain foreign currency
transactions, such income will be distributed at least annually.
See "Shareholder Services - Automatic Dividend Reinvestment Plan" for
information concerning the manner in which dividends may be reinvested
automatically in shares of a Fund. A shareholder whose account is maintained
at the Transfer Agent or whose account is maintained through his or her
selected dealer 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 each 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 A and Class D shares as a result of the account maintenance,
distribution and higher transfer agency fees applicable with respect to the
Class B and Class C shares; similarly, the per share dividends on Class D
shares will be lower than the per share dividends on Class A shares as a
result of the account maintenance fees applicable with respect to the Class A
shares. See "Pricing of Shares - Determination of Net Asset Value."
TAXES
Each Fund intends to elect and to qualify for the special tax treatment
afforded regulated investment companies ("RICs") under the Internal Revenue
Code of 1986, as amended (the "Code"). As long as each Fund so qualifies, such
Fund (but not its shareholders) will not be subject to Federal income tax on
the part of its net ordinary income and net realized capital gains that it
distributes to Class A, Class B, Class C and Class D shareholders (together,
the "shareholders"). Each Fund intends to distribute substantially all of such
income.
Dividends paid by each Fund from its ordinary income or from an excess of
net short term capital gains over net long term capital losses (together
referred to hereafter as "ordinary income dividends") are taxable to
shareholders as ordinary income. Distributions made from an excess of net
long term capital gains over net short term capital losses (including gains or
losses from certain transactions in warrants, futures and options) ("capital
gain dividends") are taxable to shareholders as long term capital gains,
regardless of the length of time the shareholder has owned Fund shares. Any
loss upon the sale or exchange of Fund shares held for six months or less will
be treated as long term capital loss to the extent of any capital gain
dividends received by the shareholder. Distributions in excess of each Fund's
earnings and profits will first reduce the adjusted tax basis of a holder's
shares and, after such adjusted tax basis is reduced to zero, will constitute
capital gains to such holder (assuming the shares are held as a capital
asset). Certain categories of capital gains are taxable at different rates.
Generally not later than 60 days after the close of its taxable year, each
Fund will provide its shareholders with a written notice designating the
amount of any capital gain dividends as well as any amount of capital gain
dividends in the different categories of capital gain referred to above.
Dividends are taxable to shareholders even though they are reinvested in
additional shares of a Fund. A portion of each Fund's ordinary income
dividends may be eligible for the dividends received deduction allowed to
corporations under the Code, if certain requirements are met. For this
purpose, each Fund will allocate dividends eligible for the dividends received
deductions among the Class A, Class B, Class C and Class D shareholders
according to a method (which it believes is consistent with the Commission
rule permitting the issuance and sale of multiple classes of stock) that is
based on the gross income allocable to Class A, Class B, Class C and Class D
shareholders during the taxable year, or such other methods as the Internal
Revenue Service may prescribe. If a 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 each Fund and received by its
shareholders on December 31 of the year in which such dividend was declared.
Ordinary income dividends paid to shareholders who are non-resident
aliens or foreign entities will be subject to a 30% U.S. withholding tax under
existing provisions of the Code applicable to foreign individuals and entities
unless a reduced rate of withholding or a withholding exemption is provided
under applicable treaty law. Nonresident shareholders are urged to consult
their own tax advisers concerning the applicability of the U.S. withholding
tax.
Under certain provisions of the Code, some shareholders may be subject to
a 31% withholding tax on ordinary income dividends, capital gain dividends and
redemption payments ("backup withholding"). Generally, shareholders subject to
backup withholding will be those for whom no certified taxpayer identification
number is on file with a Fund or who, to such 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 investor is
not otherwise subject to backup withholding.
Dividends and interest received by each Fund may give rise to withholding
and other taxes imposed by foreign countries. Tax conventions between certain
countries and the United States may reduce or eliminate such taxes.
No gain or loss will be recognized by Class B shareholders on the
conversion of their Class B shares into Class D shares. A shareholder's basis
in the Class D 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 D
shares will include the holding period for the converted Class B shares.
If a shareholder exercises an exchange privilege within 90 days of
acquiring the shares, then the loss the shareholder can recognize on the
exchange will be reduced (or the gain increased) to the extent any sales
charge paid on the exchanged shares reduces any sales charge the shareholder
would have owed upon the purchase of the new shares in the absence of the
exchange privilege. Instead, such sales charge will be treated as an amount
paid for the new shares.
A loss realized on a sale or exchange of shares of a Fund will be
disallowed if such shares are acquired (whether through the automatic
reinvestment of dividends or otherwise) within a 61-day period beginning 30
days before and ending 30 days after the date that the shares are disposed of.
In such 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 its capital
gains, determined, in general, on an October 31 year end, plus certain
undistributed amounts from previous years. While each Fund intends to
distribute its income and capital gains in the manner necessary to minimize
imposition of the 4% excise tax, there can be no assurance that sufficient
amounts of each Fund's taxable income and capital gains will be distributed to
avoid entirely the imposition of the tax. In such event, a Fund will be liable
for the tax only on the amount by which it does not meet the foregoing
distribution requirements.
TAX TREATMENT OF OPTIONS AND FUTURES TRANSACTIONS
The Funds may write, purchase or sell options and futures. In general,
unless an election is available to the Fund or an exception applies, options
and futures contracts that are "Section 1256 Contracts" will be "marked to
market" for Federal income tax purposes at the end of each taxable year (i.e.,
each such option or futures contract will be treated as sold for its fair
market value on the last day of the taxable year) and any gain or loss
attributable to 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 a Fund may alter the timing and character of distributions
to shareholders. The mark-to-market rules outlined above, however, will not
apply to certain transactions entered into by a Fund solely to reduce the risk
of changes in price or interest or currency exchange rates with respect to its
investments.
Code Section 1092, which applies to certain "straddles," may affect the
taxation of a Fund's sales of securities and transactions in options and
futures. Under Section 1092, each Fund may be required to postpone recognition
for tax purposes of losses incurred in certain sales of securities and certain
closing transactions in options and futures.
SPECIAL RULES FOR CERTAIN FOREIGN CURRENCY TRANSACTIONS
In general, gains from "foreign currencies" and from foreign currency
options, foreign currency futures and forward foreign exchange contracts
relating to investments in stocks, securities or foreign currencies will be
qualifying income for purposes of determining whether each Fund qualifies as a
RIC. It is currently unclear, however, who will be treated as the issuer of a
foreign currency instrument or how foreign currency options or futures will be
valued for purposes of the RIC diversification requirements applicable to each
Fund.
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
U.S. dollar). In general, foreign currency gains or losses from certain debt
instruments, from certain forward contracts, from futures contracts that are
not "regulated futures contracts" and from unlisted options will be treated as
ordinary income or loss under Code Section 988. In certain circumstances, each
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 each 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 of a Fund during a
taxable year, such Fund would not be able to make any ordinary income dividend
distributions, and all or a portion of distributions made before the losses
were realized but in the same taxable year would be recharacterized as a
return of capital to shareholders, thereby reducing the basis of each
shareholder's Fund shares and resulting in a capital gain for any shareholder
who received a distribution greater than such shareholder's basis in Fund
shares (assuming the shares were held as a capital asset). These rules and the
mark-to-market rules described above, however, will not apply to certain
transactions entered into by each Fund solely to reduce the risk of currency
fluctuations with respect to its investments.
The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and Treasury regulations presently in effect. For the
complete provisions, reference should be made to the pertinent Code sections
and the Treasury regulations promulgated thereunder. The Code and the Treasury
regulations are subject to change by legislative, judicial or administrative
action either prospectively or retroactively.
Ordinary income and capital gain dividends may also be subject to state
and local taxes.
Certain states exempt from state income taxation dividends paid by RICs
that are derived from interest on U.S. Government obligations. State law
varies as to whether dividend income attributable to U.S. Government
obligations is exempt from state income tax.
Shareholders are urged to consult their tax advisers regarding specific
questions as to Federal, foreign, state or local taxes. Foreign investors
should consider applicable foreign taxes in their evaluation of an investment
in the Funds.
PERFORMANCE DATA
From time to time each 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 each Fund's
historical performance and is not intended to indicate future performance.
Average annual total return is determined separately for Class A, Class B,
Class C and Class D shares in accordance with 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 A and Class D shares and the CDSC that would be applicable to a complete
redemption of the investment at the end of the specified period in the case of
Class B and Class C shares.
Each 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 with
respect to annual or annualized rates of return calculations. Aside from the
impact on the performance data calculations of including or excluding the
maximum applicable sales charges, actual annual or annualized total return
data generally will be lower than average annual total return data since the
average rates of return reflect compounding of return; aggregate total return
data generally will be higher than average annual total return data since the
aggregate rates of return reflect compounding over a longer period of time. In
advertisements distributed to investors whose purchases are subject to waiver
of the CDSC in the case of Class B and Class C shares (such as investors in
certain retirement plans) or to reduced sales loads in the case of Class A and
Class D shares, the performance data may take into account the reduced, and
not the maximum, sales charge or may not take into account the CDSC and
therefore may reflect greater total return since, due to the reduced sales
charges or waiver of the CDSC, a lower amount of expenses is deducted. See
"Purchase of Shares." Each Fund's total return may be expressed either as a
percentage or as a dollar amount in order to illustrate such total return on a
hypothetical $1,000 investment in the Fund at the beginning of each specified
period.
In order to reflect the reduced sales charges in the case of Class A or
Class D shares or the waiver of the CDSC in the case of Class B or Class C
shares applicable to certain investors, as described under "Purchase of
Shares" and "Redemption of Shares," respectively, the total return data quoted
by each 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, each Fund may compare its performance to, among other
things, its applicable Russell 1000(R) Index, the Standard & Poor's 500 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., 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, a Fund may refer to various
statistical measures derived from the historic performance of that Fund and
the index, such as standard deviation and beta. As with other performance
data, performance comparisons should not be considered indicative of a Fund's
relative performance for any future period. From time to time, each Fund may
include its Morningstar risk-adjusted performance rating in advertisements or
supplemental sales literature. Each 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
Each Fund is a series of the Corporation and is a "feeder" fund that
invests in a corresponding Portfolio. Investors in a Fund will acquire an
indirect interest in the corresponding Portfolio. Each Portfolio accepts
investments from other feeder funds, and all of the feeders of a given
Portfolio bear the Portfolio's expenses in proportion to their assets. This
structure may enable the Funds to reduce costs through economies of scale. A
larger investment portfolio also may reduce certain transaction costs to the
extent that contributions to and redemptions from the Portfolio from different
feeders may offset each other and produce a lower net cash flow. However, each
feeder can set its own transaction minimums, fund-specific expenses, and other
conditions. This means that one feeder could offer access to the same
Portfolio on more attractive terms, or could experience better performance,
than another feeder.
The Corporation is a Maryland corporation incorporated on October 20,
1999. It has an authorized capital of 3,000,000,000 shares of Common Stock, par
value $.10 per share, divided into three series known as Merrill Lynch Large
Cap Growth Fund, Merrill Lynch Large Cap Core Fund and Merrill Lynch Large Cap
Value Fund (collectively, the "Series" and each a "Series"). Each Series
consists of 500,000,000 shares. Each of the Series is divided into four
classes. Class A, Class C and Class D shares of each Series consist of
100,000,000 shares and Class B shares of each Series consist of 200,000,000
shares.
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. All classes and Series vote together as a single class, 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 D shareholders may vote upon any
material changes to expenses charged under the Class B 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.
Whenever a Portfolio holds a vote of its feeder funds, the Fund investing
in that Portfolio will pass the vote through to its own shareholders. 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 a Fund over the
operations of its Portfolio. A Fund may withdraw from its 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.
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
Articles of Incorporation, 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 of a Series shall continue to hold office and
appoint successor Directors. Each issued and outstanding share of a Series is
entitled to participate equally with other shares of that Series 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 that are issued
will be fully-paid and non-assessable by the Corporation or a Fund.
The Trust consists of three Portfolios and is organized as a Delaware
Business Trust. Whenever a Fund is requested to vote on any matter relating to
its Portfolio, the Corporation will hold a meeting of that Fund's shareholders
and will cast its vote as instructed by that Fund's shareholders.
The Investment Adviser provided the initial capital for the Corporation
by purchasing ______ shares of common stock of the Corporation for $_________.
Such shares were acquired for investment and can only be disposed of by
redemption. As of the date of this Statement of Additional Information, the
Investment Adviser owned 100% of the outstanding common stock of the
Corporation. The Investment Adviser may be deemed to control the Corporation
until such time as it owns less than 25% of the outstanding shares of the
Investment Adviser.
INDEPENDENT AUDITORS
_________________________, has been selected as the independent auditors
of the Corporation and the Trust. The independent auditors are responsible for
auditing the annual financial statements of the Funds.
CUSTODIAN
_____________________________ (the "Custodian"), acts as the custodian of
the Trust's assets. Under its contract with the Trust, the Custodian is
authorized to establish separate accounts in foreign currencies and to cause
foreign securities owned by the Trust 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 Trust's cash and
securities, handling the receipt and delivery of securities and collecting
interest and dividends on the Funds' 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 Funds' 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
Brown & Wood LLP, One World Trade Center, New York, New York 10048-0557,
is counsel for the Trust and the Corporation.
REPORTS TO SHAREHOLDERS
The Funds send to their shareholders at least semi-annually reports
showing each Fund's portfolio and other information. An annual report,
containing financial statements audited by independent auditors, is sent to
shareholders each year. After the end of each year, shareholders will receive
Federal income tax information regarding dividends and capital gains
distributions.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be addressed to the Funds at the address or
telephone number set forth on the cover page of this Statement of Additional
Information.
ADDITIONAL INFORMATION
The Prospectus and this Statement of Additional Information do not
contain all the information set forth in the Registration Statement and the
exhibits relating thereto, which the Corporation has filed with the
Commission, Washington, D.C., under the Securities Act and the Investment
Company Act, to which reference is hereby made.
To the knowledge of the Corporation, no person or entity owned
beneficially 5% or more of a class of a Fund's shares on _________ ____, 1999.
<PAGE>
PART C. OTHER INFORMATION
Item 23. Exhibits.
Exhibit
Number
1 -- Articles of Incorporation of the Registrant, dated
October 20, 1999.
2 -- By-Laws of the Registrant.
3(a) -- Portions of the Articles of Incorporation and By-Laws
of the Registrant defining the rights of holders of
shares of common stock of the Registrant.(a)
4 -- Not Applicable.
5(a) -- Form of Class A Distribution Agreement between the
Registrant and Merrill Lynch Funds Distributor, a
division of Princeton Funds Distributor, Inc. (the
"Distributor") (including Form of Selected Dealers
Agreement).(b)
(b) -- Form of Class B Distribution Agreement between the
Registrant and the Distributor.(b)
(c) -- Form of Class C Distribution Agreement between the
Registrant and the Distributor.(b)
(d) -- Form of Class D Distribution Agreement between the
Registrant and the Distributor.(b)
6 -- None.
7 -- Custody Agreement between the Registrant and
____________.(b)
8(a) -- Transfer Agency, Dividend Disbursing Agency and
Shareholder Servicing Agency Agreement between the
Registrant and Financial Data Services, Inc.(b)
(b) -- License Agreement relating to use of name between the
Registrant and Merrill Lynch & Co.(b)
9 -- Opinion of Brown & Wood LLP, counsel for the
Registrant.(b)
10 -- Consent of __________, independent auditors for the
Registrant.(b)
11 -- None.
12 -- Certificate of Fund Asset Management, L.P.(b)
13(a) -- Form of Class B Distribution Plan of the Registrant and
Class B Distribution Plan Sub-Agreement.(b)
(b) -- Form of Class C Distribution Plan of the Registrant and
Class C Distribution Plan Sub-Agreement.(b)
(c) -- Form of Class D Distribution Plan of the Registrant and
Class D Distribution Plan Sub-Agreement.(b)
14 -- None.
15 -- Merrill Lynch Select PricingSM System Plan pursuant to
Rule 18f-3.(b)
- ------------
(a) Reference is made to Article II, Article IV, Article V (sections 2, 3, 4,
6, 7 and 8), Article VI, Article VII and Article IX of the Registrant's
Articles of Incorporation, filed as Exhibit (1), to this Registration
Statement, and to Article II, Article III (sections 1, 3, 5, 6 and 17),
Article VI, Article VII, Article XII, Article XIII and Article XIV of the
Registrant's By-Laws filed as Exhibit (2) to this Registration Statement.
(b) To be filed by amendment.
Item 24. Persons Controlled By Or Under Common Control With Registrant.
Master Large Cap Series Trust has sold interests of its three series,
Master Large Cap Growth Portfolio, Master Large Cap Value Portfolio and Master
Large Cap Core Portfolio, to the Registrant. Therefore, the Master Large Cap
Growth Portfolio, Master Large Cap Value Portfolio and Master Large Cap Core
Portfolio of Master Large Cap Series Trust are controlled by the Registrant.
Item 25. Indemnification.
Reference is made to Article VI of the Registrant's Articles of
Incorporation, Article VI of the Registrant's By-Laws, Section 2-418 of the
Maryland General Corporation Law and Section 9 of the Class A, Class B, Class C
and Class D Distribution Agreements.
Insofar as the conditional advancing of indemnification moneys for
actions based on the Investment Company Act of 1940, as amended (the "1940 Act")
may be concerned, Article VI of the Registrant's By-Laws provides that such
payments will be made only on the following conditions: (i) advances may be made
only on receipt of a written affirmation of such person's good faith belief that
the standard of conduct necessary for indemnification has been met and a written
undertaking to repay any such advance if it is ultimately determined that the
standard of conduct has not been met; and (ii) (a) such promise must be secured
by a security for the undertaking in form and amount acceptable to the
Registrant, (b) the Registrant is insured against losses arising by receipt by
the advance, or (c) a majority of a quorum of the Registrant's disinterested
non-party Directors, or an independent legal counsel in a written opinion, shall
determine, based upon a review of readily available facts, that at the time the
advance is proposed to be made, there is reason to believe that the person
seeking indemnification will ultimately be found to be entitled to
indemnification.
In Section 9 of the Class A, Class B, Class C and Class D Shares
Distribution Agreements relating to the securities being offered hereby, the
Registrant agrees to indemnify the Distributor and each person, if any, who
controls the Distributor within the meaning of the Securities Act of 1933, as
amended (the "1933 Act"), against certain types of civil liabilities arising in
connection with the Registration Statement or Prospectus and Statement of
Additional Information.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to 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 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a 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 1933 Act and
will be governed by the final adjudication of such issue.
Item 26. Business And Other Connections Of The Investment Adviser.
Fund Asset Management, L.P. (the "Investment Adviser" or "FAM") 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 for the following closed-end registered investment companies:
Apex Municipal Fund, Inc., Corporate High Yield Fund, Inc., Corporate High Yield
Fund II, Inc., Corporate High Yield Fund III, Inc., Debt Strategies Fund, Inc.,
Debt Strategies Fund II, Inc., Debt Strategies Fund III, Inc., Income
Opportunities Fund 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
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
Florida Insured Fund, MuniHoldings Florida Insured Fund II, MuniHoldings Florida
Insured Fund III, MuniHoldings Florida Insured Fund IV, MuniHoldings Florida
Insured Fund V, MuniHoldings Insured Fund, Inc., MuniHoldings Insured Fund II,
Inc., MuniHoldings Insured Fund III, Inc., MuniHoldings Insured Fund IV, Inc.,
MuniHoldings Michigan Insured Fund, Inc., MuniHoldings Michigan Insured Fund II,
Inc., 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 New York 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 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.
Merrill Lynch Asset Management, L.P. ("MLAM"), acts as the 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 Euro Fund, 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 Small Cap 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 Real Estate Fund, Inc.,
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 U.S. Treasury Money Fund, Merrill Lynch U.S.A. Government
Reserves, Merrill Lynch Utility Income Fund, Inc. and 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. and 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.
The address of each of these registered investment companies is P.O.
Box 9011, Princeton, New Jersey 08543-9011, except that the address of Merrill
Lynch Funds for Institutions Series and Merrill Lynch Intermediate Government
Bond Fund is One Financial Center, 23rd Floor, Boston, Massachusetts 02111-2665.
The address of FAM, MLAM, Princeton Services, Inc. ("Princeton Services") and
Princeton Administrators, L.P. ("Princeton Administrators") is also P.O. Box
9011, Princeton, New Jersey 08543-9011. The address of Princeton Funds
Distributor, Inc. ("PFD"), of Mercury Funds Distributor ("MFD") and of Merrill
Lynch Funds Distributor ("MLFD") is P.O. Box 9081, Princeton, New Jersey
08543-9081. The address of Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch") and Merrill Lynch & Co., Inc. ("ML & Co.") is World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281-1201. The
address of the Funds' transfer agent, Financial Data Services, Inc. ("FDS"), is
4800 Deer Lake Drive East, Jacksonville, Florida 32246-6484.
Set forth below is a list of each executive officer and partner of the
Investment Adviser indicating each business, profession, vocation or employment
of a substantial nature in which each such person or entity has been engaged
since June 1, 1997 for his, her or its own account or in the capacity of
director, officer, partner or trustee. In addition Mr. Glenn is President and
Mr. Burke is Vice President and Treasurer of all or substantially all of the
investment companies described in the first two paragraphs of this Item 26, and
Messrs. Doll, Giordano and Monagle are officers of one or more of such
companies.
<TABLE>
<CAPTION>
Position(s) with the Other Substantial Business,
Name Investment Adviser Profession, Vocation or Employment
- ----------------------------------- ------------------------- -------------------------------------------------
<S> <C> <C>
ML & Co....................... Limited Partner Financial Services Holding Company; Limited
Partner of 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 PFD;
Director of FDS; President of Princeton
Administrators
Gregory A. Bundy.............. Chief Operating Officer Chief Operating Officer and Managing Director
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 Senior Vice President, Treasurer and Director
and Treasurer of Taxation of MLAM; Senior Vice President and
Treasurer of Princeton Services; Vice President
of PFD; 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
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, Senior Vice President, Secretary and General
Secretary and General Counsel of MLAM; Senior Vice President of
Counsel Princeton Services
Philip L. Kirstein............ Senior Vice President Senior Vice President of MLAM; Senior Vice
President, Secretary, General Counsel and
Director 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; Senior Vice
President of Princeton Services
</TABLE>
Item 27. Principal Underwriters.
MLFD, a division of PFD, acts as the principal underwriter for the
Registrant and for each of the open-end registered investment companies referred
to in the first two paragraphs of Item 26 except CBA Money Fund, CMA Government
Securities Fund, CMA Money Fund, CMA Multi-State Municipal Series Trust, CMA Tax
Exempt Fund, CMA Treasury Fund, The Corporate Fund Accumulation Program, Inc.
and the Municipal Fund Accumulation Program, Inc. MLFD also acts as the
principal underwriter for the following closed-end registered investment
companies: Merrill Lynch High Income Municipal Bond Fund, Inc., Merrill Lynch
Municipal Strategy Fund, Inc., Merrill Lynch Senior Floating Rate Fund, Inc, and
Merrill Lynch Senior Floating Rate Fund II, Inc. A separate division of PFD acts
as the principal underwriter of a number of other investment companies.
(b) Set forth below is information concerning each director and
officer of PFD. The principal business address of each such person is P.O. Box
9081, Princeton, New Jersey 08543-9081, except that the address of Messrs.
Breen, Crook, Fatseas and Wasel is One Financial Center, 23rd Floor, Boston,
Massachusetts 02111-2665.
<TABLE>
<CAPTION>
Position(s) and
Name Office(s) with PFD Position(s) and Office(s) with Registrant
- ----------------------------------- ------------------------- -------------------------------------------------
<S> <C> <C>
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
</TABLE>
(c) Not applicable.
Item 28. Location Of Accounts And Records.
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the rules thereunder are maintained at the
offices of the Registrant (800 Scudders Mill Road, Plainsboro, New Jersey
08536), and its transfer agent, Financial Data Services, Inc. (4800 Deer Lake
Drive East, Jacksonville, Florida 32246-6484).
Item 29. Management Services.
Other than as set forth under the caption "Management of the Funds"
in the Prospectus constituting Part A of the Registration Statement and under
"Management of the Fund -- Management and Advisory Arrangements" in the
Statement of Additional Information constituting Part B of the Registration
Statement, the Registrant is not a party to any management-related service
contract.
Item 30. Undertakings.
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Plainsboro, and State of New Jersey, on the 20th
day of October, 1999.
MERRILL LYNCH LARGE CAP SERIES
FUNDS, INC. (Registrant)
By: /s/ William E. Zitelli
--------------------------------------
(William E. Zitelli, Jr., President
and Director)
Each person whose signature appears below hereby authorizes William
E. Zitelli, Jr., Alice A. Pellegrino, or Bradley J. Lucido, or any of them, as
attorney-in-fact, to sign on his or her behalf, individually and in each
capacity stated below, any amendments to the Registration Statement (including
post-effective amendments) and to file the same, with all exhibits thereto, with
the Securities and Exchange Commission. Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ William E. Zitelli President and Director October 20th, 1999
- ---------------------------------------------- (Principal Executive Officer)
(William E. Zitelli, Jr.)
/s/ Alice A. Pellegrino Treasurer and Director October 20th, 1999
- ---------------------------------------------- (Principal Financial and
(Alice A. Pellegrino) Accounting Officer)
/s/ Bradley J. Lucido Director October 20th, 1999
- ----------------------------------------------
(Bradley J. Lucido)
</TABLE>
Master Large Cap Series Trust has duly caused this Registration
Statement of Mercury Large Cap Series 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 20th day of October, 1999.
MASTER LARGE CAP SERIES TRUST
By: /s/ William E. Zitelli
--------------------------------
(William E. Zitelli, Jr., President
and Trustee)
This Registration Statement of Merrill Lynch Large Cap Series Funds,
Inc. has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ William E. Zitelli, Jr. President and Trustee October 20th, 1999
- ---------------------------------------------- (Principal Executive Officer)
(William E. Zitelli, Jr.)
/s/ Alice A. Pellegrino Treasurer and Trustee October 20th, 1999
- ---------------------------------------------- (Principal Financial and
(Alice A. Pellegrino) Accounting Officer)
/s/ Bradley J. Lucido Trustee October 20th, 1999
- ----------------------------------------------
(Bradley J. Lucido)
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- ------------------- ---------------------------------------------------------------------------------------
<S> <C>
1 -- Articles of Incorporation of the Registrant, dated October 20, 1999
2 -- By-Laws of the Registrant
</TABLE>
ARTICLES OF INCORPORATION
OF
MERRILL LYNCH LARGE CAP SERIES FUNDS, INC.
THE UNDERSIGNED, SUSAN MATTISINKO, whose post office address is One
World Trade Center, New York, New York 10048-0557, being at least eighteen years
of age, does hereby act as an incorporator, under and by virtue of the General
Laws of the State of Maryland authorizing the formation of corporations and with
the intention of forming a corporation.
ARTICLE I.
NAME
The name of the corporation is MERRILL LYNCH LARGE CAP SERIES FUNDS,
INC. (the "Corporation").
ARTICLE II.
PURPOSES AND POWERS
The purpose or purposes for which the Corporation is formed, the
powers, rights and privileges that the Corporation shall be authorized to
exercise and enjoy, and the business or objects to be transacted, carried on and
promoted by it are as follows:
(1) To conduct and carry on the business of an investment company of
the management type.
(2) To hold, invest and reinvest its assets in securities, and in
connection therewith, without limiting the foregoing, to hold part or all of its
assets (a) in cash and/or (b) in shares of another corporation known in the
investment company industry as a master fund in a master/feeder structure, which
corporation holds securities and other assets for investment purposes (the
"Master Fund").
(3) To issue and sell shares of its own capital stock in such amounts
and on such terms and conditions, for such purposes and for such amount or kind
of consideration now or hereafter permitted by the General Laws of the State of
Maryland and by these Articles of Incorporation, as its Board of Directors may
determine.
(4) To exchange, classify, reclassify, change the designation of,
convert, rename, redeem, purchase or otherwise acquire, hold, dispose of,
resell, transfer, reissue or cancel (all without the vote or consent of the
stockholders of the Corporation) shares of its issued or unissued capital stock
of any class or series, as its Board of Directors may determine, in any manner
and to the extent now or hereafter permitted by the General Laws of the State of
Maryland and by these Articles of Incorporation.
(5) To transfer all or substantially all the assets of the Corporation
(or the assets of any series thereof) to the Master Fund, in exchange for shares
in the Master Fund or for such other consideration as permitted by the General
Laws of the State of Maryland and the Investment Company Act of 1940, as amended
(all without the vote or consent of the stockholders of the Corporation), and
all such actions, regardless of the frequency with which they are pursued, shall
be deemed in furtherance of the ordinary, usual and customary business of the
Corporation.
(6) To do any and all such further acts or things and to exercise any
and all such further powers or rights as may be necessary, incidental, relative,
conducive, appropriate or desirable for the accomplishment, carrying out or
attainment of all or any of the foregoing purposes or objects.
The Corporation shall be authorized to exercise and enjoy all of the
powers, rights and privileges granted to, or conferred upon, corporations by the
General Laws of the State of Maryland now or hereafter in force, and the
enumeration of the foregoing shall not be deemed to exclude any powers, rights
or privileges so granted or conferred.
ARTICLE III.
PRINCIPAL OFFICE AND RESIDENT AGENT
The post office address of the principal office of the Corporation in
the State of Maryland is c/o The Corporation Trust Incorporated, 300 East
Lombard Street, Baltimore, Maryland 21202. The name of the resident agent of the
Corporation in this State is The Corporation Trust Incorporated, a corporation
of this State, and the post office address of the resident agent is 300 East
Lombard Street, Baltimore, Maryland 21202.
ARTICLE IV.
CAPITAL STOCK
(1) The total number of shares of capital stock which the Corporation
shall have authority to issue is Three Billion (3,000,000,000) shares, of the
par value of Ten Cents ($.10) per share, and of the aggregate par value of Three
Hundred Million Dollars ($300,000,000). The capital stock initially consists of
three series, known as Merrill Lynch Large Cap Growth Fund, Merrill Lynch Large
Cap Core Fund, and Merrill Lynch Large Cap Value Fund (collectively, the
"Series", and each, a "Series"). Each Series shall consist, until further
changed, of Five Hundred Million (500,000,000) shares. The shares of each Series
shall consist, until further changed, of four classes of shares designated Class
A shares, Class B shares, Class C shares and Class D shares (the "Classes").
Class A shares, Class C shares and Class D shares of each Series shall consist,
until further changed, of One Hundred Million (100,000,000) shares and Class B
shares of each Series shall consist, until further changed, of Two Hundred
Million (200,000,000) shares.
(2) Unless otherwise expressly provided in the charter of the
Corporation, the Class A, Class B, Class C and Class D shares of each Series
shall represent an equal proportionate interest in the assets belonging to that
particular Series (subject to the liabilities of that Series) and each share of
a particular Series shall have identical voting, dividend, liquidation and other
rights; provided, however, that notwithstanding anything in the charter of the
Corporation to the contrary:
(i) The Class A, Class B, Class C and Class D shares may be
issued and sold subject to such different sales loads or
charges, whether initial, deferred or contingent, or any
combination thereof, as the Board of Directors may from
tine to time establish in accordance with the Investment
Company Act of 1940, as amended, and other applicable law.
(ii) Liabilities of a Series which are determined by or under
the Supervision of the Board of Directors to be
attributable to a particular Class of that Series may be
charged to that Class and appropriately reflected in the
net asset value of, or dividends payable on, the shares of
that Class of the Series.
(iii) The Class A, Class B, Class C and Class D shares of a
particular Series may have such different exchange and
conversion rights as the Board of Directors shall provide
in compliance with the Investment Company Act of 1940, as
amended.
(3) The Board of Directors may classify and reclassify any unissued
shares of capital stock of any class or series into one or more additional or
other classes or series as may be established from time to time by setting or
changing in any one or more respects the designations, preferences, conversion
or other rights, voting powers, restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption of such shares of stock and
pursuant to such classification or reclassification to increase or decrease the
number of authorized shares of any existing class or series.
(4) The Board of Directors may vary among all of the holders of a
particular class or series (a) the length of time shares must be held prior to
conversion into shares of another class or series (the "Holding Period(s)"), (b)
the manner in which the time for such Holding Period(s) is determined and (c)
the class or series into which the particular class or series is being
converted; provided, however, that with respect to holders of the Corporation's
shares issued on or after the date of the Corporation's first effective
prospectus which sets forth Holding Period(s), the Holding Periods(s), the
manner in which the time for such Holding Period(s) is determined and the class
or series into which the particular class or series is being converted shall be
disclosed in the Corporation's prospectus or statement of additional information
in effect at the time such shares, which are the subject of the conversion, were
issued.
(5) Unless otherwise expressly provided in the charter of the
Corporation, including those matters set forth in Article II, Sections (2), (4)
and (5) hereof and including any Articles Supplementary creating any class or
series of capital stock, on each matter submitted to a vote of stockholders,
each holder of a share of capital stock of the Corporation shall be entitled to
one vote for each share standing in such holder's name on the books of the
Corporation, irrespective of the class or series thereof, and all shares of all
classes and series shall vote together as a single class; provided, however,
that (a) as to any matter with respect to which a separate vote of any class or
series is required by the Investment Company Act of 1940, as amended, and in
effect from time to time, or any rules, regulations or orders issued thereunder,
or by the Maryland General Corporation Law, such requirement as to a separate
vote by that class or series shall apply in lieu of a general vote of all
classes and series as described above, (b) in the event that the separate vote
requirements referred to in (a) above apply with respect to one or more classes
or series, then, subject to (c) below, the shares of all other classes and
series not entitled to a separate class vote shall vote as a single class, (c)
as to any matter which does not affect the interest of a particular class or
series, such class or series shall not be entitled to any vote and only the
holders of shares of the affected classes and series, if any, shall be entitled
to vote and (d) the shares of capital stock of the Corporation shall have no
voting rights in connection with the transfer of all or substantially all the
assets of the Corporation (or the assets of any series thereof) to the Master
Fund in exchange for shares in such Master Fund or for such other consideration
as permitted by Maryland General Corporation Law and the Investment Company Act
of 1940, as amended.
(6) Notwithstanding any provision of the Maryland General Corporation
Law requiring a greater proportion than a majority of the votes of all classes
or series of capital stock of the Corporation (or of any class or series
entitled to vote thereon as a separate class or series) to take or authorize any
action, the Corporation is hereby authorized (subject to the requirements of the
Investment Company Act of 1940, as amended, and in effect from time to time, and
any rules, regulations and orders issued thereunder) to take such action upon
the concurrence of a majority of the votes entitled to be cast by holders of
capital stock of the Corporation (or a majority of the votes entitled to be cast
by holders of a class or series entitled to vote thereon as a separate class or
series), unless a greater proportion is specified in the charter of the
Corporation.
(7) Unless otherwise expressly provided in the charter of the
Corporation, including any Articles Supplementary creating any class or series
of capital stock, subject to compliance with the requirements of the Investment
Company Act of 1940, as amended, the Board of Directors shall have the authority
to provide that holders of shares of any class or series shall have the right to
convert or exchange said shares into shares of one or more other classes or
series in accordance with such requirements and procedures as may be established
by the Board of Directors.
(8) Unless otherwise expressly provided in the charter of the
Corporation, including any Articles Supplementary creating any class or series
of capital stock, in the event of any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holders of each class or
series of capital stock of the Corporation shall be entitled, after payment or
provision for payment of the debts and other liabilities of the Corporation, to
share ratably in the remaining net assets of the Corporation applicable to that
class or series.
(9) Any fractional shares shall carry proportionately all of the rights
of a whole share, excepting any right to receive a certificate evidencing such
fractional share, but including, without limitation, the right to vote and the
right to receive dividends.
(10) The presence in person or by proxy of the holders of shares
entitled to cast one-third of the votes entitled to be cast shall constitute a
quorum at any meeting of stockholders, except with respect to any matter which
requires approval by a separate vote of one or more classes or series of stock,
in which case the presence in person or by proxy of the holders of shares
entitled to cast one-third of the votes entitled to be cast by each class or
series entitled to vote as a separate class shall constitute a quorum.
(11) All persons who shall acquire stock in the Corporation of any
class or series shall acquire the same subject to the provisions of the charter
and the By-Laws of the Corporation. Any reference to "shares," "stock," or
"shares of stock" in these Articles of Incorporation shall be deemed to refer,
unless the context otherwise requires, to the shares of each separate class
and/or series. As used in the charter of the Corporation, the terms "charter"
and "Articles of Incorporation" shall mean and include the Articles of
Incorporation of the Corporation as amended, supplemented and restated from time
to time by Articles of Amendment, Articles Supplementary, Articles of
Restatement or otherwise.
(12) (a) Each series of capital stock of the Corporation shall relate
to a separate portfolio of investments. All shares of stock in each series shall
be identical except that there may be variations between the different series as
to the purchase price, determination of net asset value, designations,
preferences, conversion or other rights, voting powers, restrictions, special
and relative rights and limitations as to dividends and on liquidation,
qualifications or terms or conditions of redemption of such shares of stock.
(b) Each series of stock of the Corporation shall have the
following powers, preferences and voting or other special rights, and the
qualifications, restrictions and limitations thereof shall be as follows:
(i) All consideration received by the Corporation for the
issue or sale of stock of each series, together with all
assets in which such consideration is invested or
reinvested, all income, earnings, profits and proceeds
received thereon, including any proceeds derived from the
sale, exchange or liquidation thereof, and any assets,
funds, or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall
irrevocably belong to the series of stock with respect to
which such assets, payments or funds were received by the
Corporation for all purposes, subject only to the rights of
creditors, and shall be so handled in the books of account
of the Corporation. Such assets, funds, and payments,
including any proceeds derived from the sale, exchange or
liquidation thereof, and any assets, funds or payments
derived from any reinvestment of such proceeds in whatever
form the same may be, are herein referred to as "assets
belonging to" such series. In the event that there are any
income, earnings, profits, and proceeds thereof, assets,
funds or payments that are not readily identifiable as
belonging to any particular series, the Board of Directors
of the Corporation shall allocate them among any one or
more of the series established and designated from time to
time in such manner and on such basis as the Board of
Directors, in their sole discretion, deem fair and
equitable. Each allocation by the Board of Directors shall
be conclusive and binding on the stockholders of the
Corporation of all series for all purposes.
(ii) The assets belonging to each series of stock shall be
charged with the liabilities in respect of such series, and
also shall be charged with its share of the general
liabilities of the Corporation, in proportion to the asset
value of the respective series determined in accordance
with the Articles of Incorporation of the Corporation. The
determination of the Board of Directors shall be conclusive
as to the amount of liabilities, including accrued expenses
and reserves, as to the allocation of the same to a given
series, and as to whether the same or general assets of the
Corporation are allocable to one or more series.
ARTICLE V.
PROVISIONS FOR DEFINING, LIMITING AND
REGULATING CERTAIN POWERS OF THE CORPORATION
AND OF THE DIRECTORS AND STOCKHOLDERS
(1) The initial number of directors of the Corporation shall be three,
which number may be increased or decreased pursuant to the By-Laws of the
Corporation but shall never be less than the minimum number permitted by the
General Laws of the State of Maryland. The names of the directors who shall act
until the first annual meeting or until their successors are duly elected and
qualify are:
Alice A. Pellegrino
Bradley J. Lucido
William E. Zitelli, Jr.
(2) The Board of Directors of the Corporation is hereby empowered to
authorize the issuance from time to time of shares of capital stock of any class
or series, whether now or hereafter authorized, for such consideration as the
Board of Directors may deem advisable, subject to such limitations as may be set
forth in these Articles of Incorporation or in the By-Laws of the Corporation or
in the General Laws of the State of Maryland.
(3) No holder of stock of the Corporation shall, as such holder, have
any right to purchase or subscribe for any shares of the capital stock of the
Corporation or any other security of the Corporation which it may issue or sell
(whether out of the number of shares authorized by these Articles of
Incorporation, or out of any shares of the capital stock of the Corporation, of
any class or series, acquired by it after the issue thereof, or otherwise) other
than such right, if any, as the Board of Directors, in its discretion, may
determine.
(4) Each director and each officer of the Corporation shall be
indemnified and advanced expenses by the Corporation to the full extent
permitted by the General Laws of the State of Maryland, subject to the
requirements of the Investment Company Act of 1940, as amended. The foregoing
rights of indemnification shall not be exclusive of any other rights to which
those seeking indemnification are or may be entitled. No amendment of these
Articles of Incorporation or repeal of any provision hereof shall limit or
eliminate the benefits provided to directors and officers under this provision
in connection with any act or omission that occurred prior to such amendment or
repeal.
(5) To the fullest extent permitted by the General Laws of the State of
Maryland, subject to the requirements of the Investment Company Act of 1940, as
amended, no director or officer of the Corporation shall be personally liable to
the Corporation or its security holders for money damages. No amendment of these
Articles of Incorporation or repeal of any provision hereof shall limit or
eliminate the benefits provided to directors and officers under this provision
in connection with any act or omission that occurred prior to such amendment or
repeal.
(6) The Board of Directors of the Corporation is vested with the sole
power, to the exclusion of the stockholders, to make, alter or repeal from time
to time any of the By-Laws of the Corporation except any particular By-Law which
is specified as not subject to alteration or repeal by the Board of Directors,
subject to the requirements of the Investment Company Act of 1940, as amended.
(7) The Board of Directors of the Corporation from time to time may
change the Corporation's name, or change the name or other designation of any
class or series of its stock, without the vote or consent of the stockholders of
the Corporation, in any manner and to the extent now or hereafter permitted by
the General Laws of the State of Maryland and by these Articles of
Incorporation.
(8) Notwithstanding any other provision of these Articles of
Incorporation or the By-Laws of the Corporation, or the General Laws of the
State of Maryland, the transfer of all or substantially all of the assets of the
Corporation (or the assets of any series thereof) to the Master Fund shall be
deemed to be in the ordinary course of business of the Corporation, and the
Board of Directors of the Corporation is vested with the sole power, to the
exclusion of the stockholders, upon the affirmative vote of the majority of the
entire Board of Directors, to transfer all or substantially all the assets of
the Corporation (or the assets of any series thereof) to the Master Fund in
exchange for shares in such Master Fund or for such other consideration as
permitted by the General Laws of the State of Maryland and the Investment
Company Act of 1940, as amended.
ARTICLE VI.
REDEMPTION
(1) Each holder of shares of capital stock of the Corporation shall be
entitled to require the Corporation to redeem all or any part of the shares of
capital stock of the Corporation standing in the name of such holder on the
books of the Corporation, and all shares of capital stock issued by the
Corporation shall be subject to redemption by the Corporation, at the redemption
price of such shares as in effect from time to time as may be determined by the
Board of Directors of the Corporation in accordance with the provisions hereof,
subject to the right of the Board of Directors of the Corporation to suspend the
right of redemption of shares of capital stock of the Corporation or postpone
the date of payment of such redemption price in accordance with provisions of
applicable law. The redemption price of shares of capital stock of the
Corporation shall be the net asset value thereof as determined by the Board of
Directors of the Corporation from time to time in accordance with the provisions
of applicable law, less such redemption fee or liquidation fee, contingent
deferred sales charge or other charge or fee (which fees and charges may vary
within and among the classes and series of capital stock), if any, as may be
approved by the Board of Directors of the Corporation. Payment of the redemption
price shall be made by the Corporation at such time and in such manner as may be
determined from time to time by the Board of Directors of the Corporation.
(2) The Corporation shall, to the extent permitted by applicable law,
have the right at any time to redeem the shares owned by any holder of capital
stock of the Corporation (i) if the redemption is, in the opinion of the Board
of Directors, desirable in order to prevent the Corporation from being deemed a
"personal holding company" within the meaning of the Internal Revenue Code of
1986, as amended, or (ii) if the value of the shares in the account maintained
by the Corporation or its transfer agent for any class of stock for the
stockholder is below an amount determined from time to time by the Board of
Directors (the "Minimum Account Balance") and the stockholder has been given
written notice of the redemption as required by the General Laws of the State of
Maryland and has failed to make additional purchases of shares in an amount
sufficient to bring the value in his account to at least the Minimum Account
Balance before the redemption is effected by the Corporation.
(3) Payment of the redemption price by the Corporation may be made
either in cash or in securities or other assets at the time owned by the
Corporation or partly in cash and partly in securities or other assets at the
time owned by the Corporation.
ARTICLE VII.
DETERMINATION BINDING
Any determination made in good faith, so far as accounting matters are
involved, in accordance with accepted accounting practice by or pursuant to the
direction of the Board of Directors, as to the amount of assets, obligations or
liabilities of the Corporation, as to the amount of net income of the
Corporation from dividends and interest for any period or amounts at any time
legally available for the payment of dividends, as to the amount of any reserves
or charges set up and the propriety thereof, as to the time of or purpose for
creating reserves or as to the use, alteration or cancellation of any reserves
or charges (whether or not any obligation or liability for which such reserves
or charges shall have been created, shall have been paid or discharged or shall
be then or thereafter required to be paid or discharged), as to the price of any
security owned by the Corporation or as to any other matters relating to the
issuance, sale, redemption or other acquisition or disposition of securities or
shares of capital stock of the Corporation, and any reasonable determination
made in good faith by the Board of Directors as to whether any transaction
constitutes a purchase of securities on "margin," a sale of securities "short,"
or an underwriting or the sale of, or a participation in any underwriting or
selling group in connection with the public distribution of, any securities,
shall be final and conclusive, and shall be binding upon the Corporation and all
holders of its capital stock, past, present and future, and shares of the
capital stock of the Corporation are issued and sold on the condition and
understanding, evidenced by the purchase of shares of capital stock or
acceptance of share certificates, that any and all such determinations shall be
binding as aforesaid. No provision of these Articles of Incorporation shall be
effective to (a) require a waiver of compliance with any provision of the
Securities Act of 1933, as amended, or the Investment Company Act of 1940, as
amended, or of any valid rule, regulation or order of the Securities and
Exchange Commission thereunder or (b) protect or purport to protect any director
or officer of the Corporation against any liability to the Corporation or its
security holders to which he 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.
ARTICLE VIII.
PERPETUAL EXISTENCE
The duration of the Corporation shall be perpetual.
ARTICLE IX.
AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in these Articles of Incorporation, in any manner now or
hereafter prescribed by statute, including any amendment which alters the
contract rights, as expressly set forth in the charter, of any outstanding stock
and substantially adversely affects the stockholder's rights, and all rights
conferred upon stockholders herein are granted subject to this reservation.
<PAGE>
IN WITNESS WHEREOF, the undersigned incorporator of Merrill Lynch Large
Cap Series Funds, Inc. hereby executes these Articles of Incorporation and
acknowledges the same to be her act.
Dated this 18th day of October, 1999.
/s/ Susan Mattisinko
-------------------------------------------
Susan Mattisinko
BY-LAWS
OF
MERRILL LYNCH LARGE CAP SERIES FUNDS, INC.
Article I
Offices
Section 1.01. Principal Office. The principal office of Merrill Lynch Large
Cap Series Funds, Inc. (the "Corporation") shall be in the City of Baltimore,
State of Maryland.
Section 1.02. Principal Executive Office. The principal executive office of
the Corporation shall be at 800 Scudders Mill Road, Plainsboro, New Jersey
08536.
Section 1.03. Other Offices. The Corporation may have such other offices in
such places as the Board of Directors from time to time may determine.
Article II
Meetings of Stockholders
Section 2.01. Annual Meeting. The Corporation shall not be required to hold
an annual meeting of its stockholders in any year in which the election of
directors is not required to be acted upon under the Investment Company Act of
1940, as amended (the "Investment Company Act"). In the event that the
Corporation shall be required to hold an annual meeting of stockholders to elect
directors by the Investment Company Act, such meeting shall be held no later
than 120 days after the occurrence of the event requiring the meeting. Any
stockholders' meeting held in accordance with this Section for all purposes
shall constitute the annual meeting of stockholders for the year in which the
meeting is held.
Section 2.02. Special Meetings. Special meetings of the stockholders,
unless otherwise provided by law, may be called for any purpose or purposes by a
majority of the Board of Directors, the President, or upon the written request
of the holders of at least a majority of the outstanding shares of capital stock
of the Corporation entitled to vote at such meeting if they comply with Section
2-502(b) or (c) of the Maryland General Corporation Law.
Section 2.03. Place of Meetings. Meetings of the stockholders shall be held
at such place as the Board of Directors from time to time may determine.
Section 2.04. Notice of Meetings; Waiver of Notice. Notice of the place,
date and time of the holding of each stockholders' meeting and, if the meeting
is a special meeting, the purpose or purposes of the special meeting, shall be
given personally or by mail or transmitted to the stockholder by electronic mail
to any electronic mail address of the stockholder or by any other electronic
means, not less than 10 nor more than 90 days before the date of such meeting,
to each stockholder entitled to vote at such meeting and to each other
stockholder entitled to notice of the meeting. Notice by mail shall be deemed to
be duly given when deposited in the United States mail addressed to the
stockholder at his or her address as it appears on the records of the
Corporation, with postage thereon prepaid.
Notice of any meeting of stockholders shall be deemed waived by any
stockholder who shall attend such meeting in person or by proxy, or who, either
before or after the meeting, shall submit a signed waiver of notice which is
filed with the records of the meeting. When a meeting is adjourned to another
time and place, unless the Board of Directors, after the adjournment, shall fix
a new record date for an adjourned meeting, or unless the adjournment is for
more than 120 days after the original record date, notice of such adjourned
meeting need not be given if the time and place to which the meeting shall be
adjourned were announced at the meeting at which the adjournment is taken.
Section 2.05. Quorum. The presence in person or by proxy of the holders of
shares entitled to cast one-third of the votes entitled to be cast shall
constitute a quorum at any meeting of stockholders, except with respect to any
matter which requires approval by a separate vote of one or more classes or
series of stock, in which case the presence in person or by proxy of the holders
of shares entitled to cast one-third of the votes entitled to be cast by each
class or series entitled to vote as a separate class or series shall constitute
a quorum. In the absence of a quorum no business may be transacted, except that
the holders of a majority of the shares of stock present in person or by proxy
and entitled to vote may adjourn the meeting from time to time, without notice
other than announcement thereat except as otherwise required by these By-Laws,
until the holders of the requisite amount of shares of stock shall be so
present. At any such adjourned meeting at which a quorum may be present any
business may be transacted which might have been transacted at the meeting as
originally called. The absence from any meeting, in person or by proxy, of
holders of the number of shares of stock of the Corporation in excess of a
majority thereof which may be required by the laws of the State of Maryland, the
Investment Company Act, or other applicable statute, the Articles of
Incorporation, as amended (the "Charter"), or these By-Laws, for action upon any
given matter shall not prevent action at such meeting upon any other matter or
matters which properly may come before the meeting, if there shall be present
thereat, in person or by proxy, holders of the number of shares of stock of the
Corporation required for action in respect of such other matter or matters.
Section 2.06. Organization. At each meeting of the stockholders, the
Chairman of the Board (if one has been designated by the Board), or in his or
her absence or inability to act, the President, or in the absence or inability
to act of the Chairman of the Board and the President, a Vice President, shall
act as chairman of the meeting. The Secretary, or in his or her absence or
inability to act, any person appointed by the chairman of the meeting, shall act
as secretary of the meeting and keep the minutes thereof.
Section 2.07. Order of Business. The order of business at all meetings of
the stockholders shall be as determined by the chairman of the meeting.
Section 2.08. Business at Annual Meeting. No business may be transacted at
any meeting of stockholders, other than business that is either (a) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors (or any duly authorized committee thereof), (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors (or any duly authorized committee thereof) or (c) otherwise
properly brought before any meeting by any stockholder of the Corporation (i)
who is a stockholder of record on the date of the giving of the notice provided
for in Article II, Section 2.04 of these By-Laws and on the record date for the
determination of stockholders entitled to vote at any such meeting of
stockholders as determined in accordance with Article II, Section 2.11 hereof
and (ii) who complies with the notice procedures set forth in this Section 2.08.
In addition to any other applicable requirements, for business to be
properly brought before a meeting by a stockholder, such stockholder must have
given timely notice thereof in proper written form to the Secretary of the
Corporation.
To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation (a)
with respect to the Corporation's first annual meeting of stockholders, not
later than the close of business on the tenth (10th) calendar day following the
day on which public disclosure of the date on which the first annual meeting
shall be held is first made (provided that such annual meeting shall be held
within ninety (90) calendar days of such public disclosure of the date); and (b)
thereafter, not less than sixty (60) calendar days nor more than ninety (90)
calendar days prior to the anniversary date of the immediately preceding annual
meeting of stockholders; provided, however, that in the event that the annual
meeting is called for a date that is not within thirty (30) calendar days before
or sixty (60) calendar days after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the close
of business on the later of the sixtieth (60th) calendar day prior to such
annual meeting or the fifteenth (15th) calendar day following the day on which
notice of the date of the annual meeting was mailed or public disclosure of the
date of the annual meeting was made, whichever first occurs. For purposes of
this Section 2.08, the date of a public disclosure shall include, but not be
limited to, the date on which such disclosure is made in a press release
reported by the Dow Jones News Services, the Associated Press or any comparable
national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) (or
the rules and regulations thereunder) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or pursuant to Section 30 (or the rules and
regulations thereunder) of the Investment Company Act.
To be in proper written form, a stockholder's notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of such stockholder, (iii) the class
or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting.
No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 8, provided, however, that, once business has been
properly brought before the annual meeting in accordance with such procedures,
nothing in this Section 8 shall be deemed to preclude discussion by any
stockholder of any such business. If the chairman of a meeting determines that
business was not properly brought before the meeting in accordance with the
foregoing procedures, the chairman shall declare to the meeting that the
business was not properly brought before the meeting and such business shall not
be transacted.
Section 2.09. Nomination of Directors. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors of the Corporation, except as may be otherwise provided in the Charter
with respect to the right, if any, of holders of preferred stock of the
Corporation to nominate and elect a specified number of directors in certain
circumstances. Nominations of persons for election to the Board of Directors may
be made at any annual meeting of stockholders, or at any special meeting of
stockholders called for the purpose of electing directors, (a) by or at the
direction of the Board of Directors (or any duly authorized committee thereof)
or (b) by any stockholder of the Corporation (i) who is a stockholder of record
on the date of the giving of the notice provided for in this Section 2.10 and on
the record date for the determination of stockholders entitled to vote at such
meeting and (ii) who complies with the notice procedures set forth in this
Section 9.
In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation (a)
with respect to the Corporation's first annual meeting of stockholders, not
later than the close of business on the tenth (10th) calendar day following the
day on which public disclosure of the date on which the first annual meeting
shall be held is first made (provided that such annual meeting shall be held
within ninety (90) calendar days of such public disclosure of the date); (b)
thereafter, in the case of an annual meeting, not less than sixty (60) calendar
days nor more than ninety (90) calendar days prior to the anniversary date of
the immediately preceding annual meeting of stockholders; provided, however,
that in the event that the annual meeting is called for a date that is not
within thirty (30) calendar days before or sixty (60) calendar days after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the later of the sixtieth
(60th) calendar day prior to such annual meeting or the fifteenth (15th)
calendar day following the day on which notice of the date of the annual meeting
was mailed or public disclosure of the date of the annual meeting was made,
whichever first occurs; and (c) in the case of a special meeting of stockholders
called for the purpose of electing directors, not later than the close of
business on the fifteenth (15th) day following the day on which notice of the
date of the special meeting was mailed or public disclosure of the date of the
special meeting was made, whichever first occurs. For purposes of this Section
9, the date of a public disclosure shall include, but not be limited to, the
date on which such disclosure is made in a press release reported by the Dow
Jones News Services, the Associated Press or any comparable national news
service or in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to Sections 13, 14 or 15(d) (or the rules and
regulations thereunder) of the Exchange Act or pursuant to Section 30 (or the
rules and regulations thereunder) of the Investment Company Act.
To be in proper written form, a stockholder's notice to the Secretary must
set forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder; and (b) as to
the stockholder giving the notice (i) the name and record address of such
stockholder, (ii) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by such stockholder,
(iii) a description of all arrangements or understandings between such
stockholder and each proposed nominee and any other person or persons (including
their names) pursuant to which the nomination(s) are to be made by such
stockholder, (iv) a representation that such stockholder intends to appear in
person or by proxy at the meeting to nominate the persons named in its notice
and (v) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written consent of
each proposed nominee to being named as a nominee and to serve as a director if
elected.
No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section
2.09. If the chairman of the meeting determines that a nomination was not made
in accordance with the foregoing procedures, the chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded.
Section 2.10. Voting. Except as otherwise provided by statute or by the
Charter, each holder of record of shares of stock of the Corporation having
voting power shall be entitled at each meeting of the stockholders to one vote
for every share of such stock standing in his or her name on the record of
stockholders of the Corporation as of the record date determined pursuant to
Section 2.11 of this Article or if such record date shall not have been so
fixed, then at the later of (i) the close of business on the day on which notice
of the meeting is mailed or (ii) the thirtieth day before the meeting.
Each stockholder entitled to vote at any meeting of stockholders may
authorize another person or persons to act for him or her as proxy by signing a
writing authorizing another person to act as proxy. Such signing may be
accomplished by the stockholder or the stockholder's authorized agent signing
the writing or causing the stockholder's signature to be affixed to the writing
by any reasonable means, including facsimile signature. A stockholder may
authorize another person to act as proxy by transmitting, or authorizing the
transmission of, an authorization for the person to act as proxy to (i) the
person authorized to act as proxy or (ii) any other person authorized to receive
the proxy authorization on behalf of the person authorized to act as the proxy,
including a proxy solicitation firm or proxy support service organization. The
authorization referred to in the preceding sentences may be transmitted by U.S.
mail, courier service, personal delivery, a telegram, cablegram, datagram,
electronic mail, or any other electronic or telephonic means and a copy,
facsimile telecommunication, or other reliable reproduction of the writing or
transmission authorized in this paragraph may be substituted for the original
writing or transmission for any purpose for which the original writing or
transmission could be used.
No proxy shall be valid after the expiration of eleven months from the date
thereof, unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the stockholder executing it, except in those cases where
such proxy states that it is irrevocable and where an irrevocable proxy is
permitted by law. Except as otherwise provided by statute, the Charter or these
By-Laws, any corporate action to be taken by vote of the stockholders (other
than the election of directors, which shall be by a plurality of votes cast)
shall be authorized by a majority of the total votes cast at a meeting of
stockholders by the holders of shares present in person or represented by proxy
and entitled to vote on such action.
If a vote shall be taken on any question other than the election of
directors, which shall be by written ballot, then unless required by statute or
by these By-Laws, or determined by the chairman of the meeting to be advisable,
any such vote need not be by ballot. On a vote by ballot, each ballot shall be
signed by the stockholder voting, or by his or her proxy, if there be such
proxy, and shall state the number of shares voted.
Section 2.11. Fixing of Record Date. The Board of Directors may set a
record date for the purpose of determining stockholders entitled to vote at any
meeting of the stockholders. The record date, which may not be prior to the
close of business on the day the record date is fixed, shall be not more than 90
days nor less than 10 days before the date of the meeting of the stockholders.
All persons who were holders of record of shares at such time, and not others,
shall be entitled to vote at such meeting and any adjournment thereof.
Section 2.12. Inspectors. The Board, in advance of any meeting of
stockholders, may appoint one or more inspectors to act at such meeting or any
adjournment thereof. If the inspectors shall not be so appointed or if any of
them shall fail to appear or act, the chairman of the meeting may appoint
inspectors. Each inspector, before entering upon the discharge of his or her
duties, may be required to take and sign an oath to execute faithfully the
duties of inspector at such meeting with strict impartiality and according to
the best of his or her ability. The inspectors may be empowered to determine the
number of shares outstanding and the voting powers of each, the number of shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the chairman of the meeting or any stockholder entitled to vote
thereat, the inspectors shall make a report in writing of any challenge, request
or matter determined by them and shall execute a certificate of any fact found
by them. No director or candidate for the office of director shall act as
inspector of an election of directors. Inspectors need not be stockholders.
Section 2.13. Consent of Stockholders in Lieu of Meeting. Except as
otherwise provided by statute or by the Charter, any action required to be taken
at any meeting of stockholders, or any action which may be taken at any meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if the following are filed with the records of stockholders
meetings: (i) a unanimous written consent which sets forth the action and is
signed by each stockholder entitled to vote on the matter and (ii) a written
waiver of any right to dissent signed by each stockholder entitled to notice of
the meeting but not entitled to vote thereat.
Article III
Board of Directors
Section 3.01. General Powers. Except as otherwise provided in the Charter,
the business and affairs of the Corporation shall be managed under the direction
of the Board of Directors. All powers of the Corporation may be exercised by or
under authority of the Board of Directors except as conferred on or reserved to
the stockholders by law or by the Charter or these By-Laws.
Section 3.02. Number of Directors. The number of directors shall be fixed
from time to time by resolution of the Board of Directors adopted by a majority
of the entire Board of Directors; provided, however, that in no event shall the
number of directors be less than the minimum permitted by the General Law of the
State of Maryland nor more than fifteen. Any vacancy created by an increase in
Directors may be filled in accordance with Section 6 of this Article III. No
reduction in the number of directors shall have the effect of removing any
director from office prior to the expiration of his or her term unless such
director is specifically removed pursuant to Section 5 of this Article III at
the time of such decrease. Directors need not be stockholders.
Section 3.03. Election and Term of Directors. Directors shall be elected
annually at a meeting of stockholders held for that purpose; provided, however,
that if no meeting of the stockholders of the Corporation is required to be held
in a particular year pursuant to Section 1 of Article II of these By-Laws,
directors shall be elected at the next meeting held. The term of office of each
director shall be from the time of his or her election and qualification until
the election of directors next succeeding his or her election and until his or
her successor shall have been elected and shall have qualified, or until his or
her death, or until he or she shall have resigned or until December 31 of the
year in which he or she shall have reached 72 years of age, or until he or she
shall have been removed as hereinafter provided in these By-Laws, or as
otherwise provided by statute or by the Charter.
Section 3.04. Resignation. A director of the Corporation may resign at any
time by giving written notice of his or her resignation to the Board or the
Chairman of the Board or the President or the Secretary. Any such resignation
shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, immediately upon its receipt;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section 3.05. Removal of Directors. Any director of the Corporation may be
removed (with or without cause) by the stockholders by a vote of a majority of
the votes entitled to be cast for the election of directors.
Section 3.06. Vacancies. Any vacancies in the Board, whether arising from
death, resignation, removal, an increase in the number of directors or any other
cause, may be filled by a vote of the majority of the Board of Directors then in
office even though such majority is less than a quorum, provided that no
vacancies shall be filled by action of the remaining directors, if after the
filling of said vacancy or vacancies, less than two-thirds of the directors then
holding office shall have been elected by the stockholders of the Corporation.
In the event that at any time there is a vacancy in any office of a director
which vacancy may not be filled by the remaining directors, a special meeting of
the stockholders shall be held as promptly as possible and in any event within
60 days, for the purpose of filling said vacancy or vacancies.
Section 3.07. Place of Meetings. Meetings of the Board may be held at such
place as the Board from time to time may determine or as shall be specified in
the notice of such meeting.
Section 3.08. Regular Meetings. Regular meetings of the Board may be held
without notice at such time and place as may be determined by the Board of
Directors.
Section 3.09. Special Meetings. Special meetings of the Board may be called
by two or more directors of the Corporation or by the Chairman of the Board or
the President.
Section 3.10. Telephone Meetings. Members of the Board of Directors or of
any committee thereof may participate in a meeting by means of a conference
telephone or similar communications equipment if all persons participating in
the meeting can hear each other at the same time. Subject to the provisions of
the Investment Company Act participation in a meeting by these means constitutes
presence in person at the meeting.
Section 3.11. Notice of Special Meetings. Notice of each special meeting of
the Board shall be given by the Secretary as hereinafter provided, in which
notice shall be stated the time and place of the meeting. Notice of each such
meeting shall be delivered to each director, either personally or by telephone
or any standard form of telecommunication, at least 24 hours before the time at
which such meeting is to be held, or by first-class mail, postage prepaid,
addressed to him or her at his or her residence or usual place of business, at
least three days before the day on which such meeting is to be held.
Section 3.12. Waiver of Notice of Meetings. Notice of any special meeting
need not be given to any director who, either before or after the meeting, shall
sign a written waiver of notice which is filed with the records of the meeting
or who shall attend such meeting. Except as otherwise specifically required by
these By-Laws, a notice or waiver or notice of any meeting need not state the
purposes of such meeting.
Section 3.13. Quorum and Voting. One-third, but not less than two (unless
there is only one Director), of the members of the entire Board shall be present
in person at any meeting of the Board in order to constitute a quorum for the
transaction of business at such meeting, and except as otherwise expressly
required by statute, the Charter, these By-Laws, the Investment Company Act, or
other applicable statute, the act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the Board. In the
absence of a quorum at any meeting of the Board, a majority of the directors
present thereat may adjourn such meeting to another time and place until a
quorum shall be present thereat. Notice of the time and place of any such
adjourned meeting shall be given to the directors who were not present at the
time of the adjournment and, unless such time and place were announced at the
meeting at which the adjournment was taken, to the other directors. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called.
Section 3.14. Organization. The Board, by resolution adopted by a majority
of the entire Board, may designate a Chairman of the Board, who shall preside at
each meeting of the Board. In the absence or inability of the Chairman of the
Board to preside at a meeting, the President or, in his or her absence or
inability to act, another director chosen by a majority of the directors
present, shall act as chairman of the meeting and preside thereat. The Secretary
(or, in his or her absence or inability to act, any person appointed by the
Chairman) shall act as secretary of the meeting and keep the minutes thereof.
Section 3.15. Written Consent of Directors in Lieu of a Meeting. Subject to
the provisions of the Investment Company Act, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writings or writing are filed
with the minutes of the proceedings of the Board or committee.
Section 3.16. Compensation. Directors may receive compensation for services
to the Corporation in their capacities as directors or otherwise in such manner
and in such amounts as may be fixed from time to time by the Board.
Section 3.17. Investment Policies. It shall be the duty of the Board of
Directors to direct that the purchase, sale, retention and disposal of portfolio
securities and the other investment practices of the Corporation at all times
are consistent with the investment policies and restrictions with respect to
securities investments and otherwise of the Corporation, as recited in the
Prospectus of the Corporation included in the Registration Statement of the
Corporation, as recited in the current Prospectus and Statement of Additional
Information of the Corporation, as filed from time to time with the Securities
and Exchange Commission, and as required by the Investment Company Act. The
Board, however, may delegate the duty of management of the assets and the
administration of its day-to-day operations to an individual or corporate
management company and/or investment adviser pursuant to a written contract or
contracts which have obtained the requisite approvals, including the requisite
approvals of renewals thereof, of the Board of Directors and/or the stockholders
of the Corporation in accordance with the provisions of the Investment Company
Act.
Article IV
Committees
Section 4.01. Executive Committee. The Board, by resolution adopted by a
majority of the entire board, may designate an Executive Committee consisting of
two or more of the directors of the Corporation, which committee shall have and
may exercise all of the powers and authority of the Board with respect to all
matters other than:
(a) the submission to stockholders of any action requiring authorization of
stockholders pursuant to statute or the Charter;
(b) the filling of vacancies on the Board of Directors;
(c) the fixing of compensation of the directors for serving on the Board or
on any committee of the Board, including the Executive Committee;
(d) the approval or termination of any contract with an investment adviser
or principal underwriter, as such terms are defined in the Investment Company
Act, or the taking of any other action required to be taken by the Board of
Directors by the Investment Company Act;
(e) the amendment or repeal of these By-Laws or the adoption of new
By-Laws;
(f) the amendment or repeal of any resolution of the Board which by its
terms may be amended or repealed only by the Board;
(g) the declaration of dividends and, except to the extent permitted by
law, the issuance of capital stock of the Corporation; and
(h) the approval of any merger or share exchange which does not require
stockholder approval.
The Executive Committee shall keep written minutes of its proceedings and
shall report such minutes to the Board. All such proceedings shall be subject to
revision or alteration by the Board; provided, however, that third parties shall
not be prejudiced by such revision or alteration.
Section 4.02. Other Committees of the Board. The Board of Directors from
time to time, by resolution adopted by a majority of the whole Board, may
designate one or more other committees of the Board, each such committee to
consist of one or more directors and to have such powers and duties as the Board
of Directors, by resolution, may prescribe.
Section 4.03. General. One-third, but not less than two (unless there is
only one member), of the members of any committee shall be present in person at
any meeting of such committee in order to constitute a quorum for the
transaction of business at such meeting, and the act of a majority present shall
be the act of such committee. The Board may designate a chairman of any
committee and such chairman or any two members of any committee may fix the time
and place of its meetings unless the Board shall otherwise provide. In the
absence or disqualification of any member of any committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or she or they constitute a quorum, unanimously may appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member. The Board shall have the power at any time to
change the membership of any committee, to fill all vacancies, to designate
alternate members to replace any absent or disqualified member, or to dissolve
any such committee. Nothing herein shall be deemed to prevent the Board from
appointing one or more committees consisting in whole or in part of persons who
are not directors of the Corporation; provided, however, that no such committee
shall have or may exercise any authority or power of the Board in the management
of the business or affairs of the Corporation, except as may be prescribed by
the Board.
Article V
Officers, Agents and Employees
Section 5.01. Number and Qualifications. The officers of the Corporation
shall be a President, a Secretary and a Treasurer, each of whom shall be elected
by the Board of Directors. The Board of Directors may elect or appoint one or
more Vice Presidents and also may appoint such other officers, agents and
employees as it may deem necessary or proper. Any two or more offices may be
held by the same person, except the offices of President and Vice President, but
no officer shall execute, acknowledge or verify any instrument in more than one
capacity. Such officers shall be elected by the Board of Directors each year at
a meeting of the Board of Directors, each to hold office for the ensuing year
and until his or her successor shall have been duly elected and shall have
qualified, or until his or her death, or until he or she shall have resigned, or
have been removed, as hereinafter provided in these By-Laws. The Board from time
to time may elect such officers (including one or more Assistant Vice
Presidents, one or more Assistant Treasurers and one or more Assistant
Secretaries) and such agents, as may be necessary or desirable for the business
of the Corporation. The President also shall have the power to appoint such
assistant officers (including one or more Assistant Vice Presidents, one or more
Assistant Treasurers and one or more Assistant Secretaries) as may be necessary
or appropriate to facilitate the management of the Corporation's affairs. Such
officers and agents shall have such duties and shall hold their offices for such
terms as may be prescribed by the Board or by the appointing authority.
Section 5.02. Resignations. Any officer of the Corporation may resign at
any time by giving written notice of resignation to the Board, the Chairman of
the Board, President or the Secretary. Any such resignation shall take effect at
the time specified therein or, if the time when it shall become effective shall
not be specified therein, immediately upon its receipt; and, unless otherwise
specified therein, the acceptance of such resignation shall be necessary to make
it effective.
Section 5.03. Removal of Officer, Agent or Employee. Any officer, agent or
employee of the Corporation may be removed by the Board of Directors with or
without cause at any time, and the Board may delegate such power of removal as
to agents and employees not elected or appointed by the Board of Directors. Such
removal shall be without prejudice to such person's contract rights, if any, but
the appointment of any person as an officer, agent or employee of the
Corporation shall not of itself create contract rights.
Section 5.04. Vacancies. A vacancy in any office, whether arising from
death, resignation, removal or any other cause, may be filled for the unexpired
portion of the term of the office which shall be vacant, in the manner
prescribed in these By-Laws for the regular election or appointment to such
office.
Section 5.05. Compensation. The compensation of the officers of the
Corporation shall be fixed by the Board of Directors, but this power may be
delegated to any officer in respect of other officers under his or her control.
Section 5.06. Bonds or Other Security. If required by the Board, any
officer, agent or employee of the Corporation shall give a bond or other
security for the faithful performance of his or her duties, in such amount and
with such surety or sureties as the Board may require.
Section 5.07. President. The President shall be the chief executive officer
of the Corporation. In the absence of the Chairman of the Board (or if there be
none), he or she shall preside at all meetings of the stockholders and of the
Board of Directors. He or she shall have, subject to the control of the Board of
Directors, general charge of the business and affairs of the Corporation. He or
she may employ and discharge employees and agents of the Corporation, except
such as shall be appointed by the Board, and he or she may delegate these
powers.
Section 5.08. Vice President. Each Vice President shall have such powers
and perform such duties as the Board of Directors or the President from time to
time may prescribe.
Section 5.09. Treasurer. The Treasurer shall:
(a) have charge and custody of, and be responsible for, all of the funds
and securities of the Corporation, except those which the Corporation has placed
in the custody of a bank or trust company or member of a national securities
exchange (as that term is defined in the Securities Exchange Act of 1934, as
amended) pursuant to a written agreement designating such bank or trust company
or member of a national securities exchange as custodian of the property of the
Corporation;
(b) keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation;
(c) cause all moneys and other valuables to be deposited to the credit of
the Corporation;
(d) receive, and give receipts for, moneys due and payable, to the
Corporation from any source whatsoever;
(e) disburse the funds of the Corporation and supervise the investment of
its funds as ordered or authorized by the Board, taking proper vouchers
therefor; and
(f) in general, perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him or
her by the Board or the President.
Section 5.10. Secretary. The Secretary shall:
(a) keep or cause to be kept in one or more books provided for the purpose,
the minutes of all meetings of the Board, the committees of the Board and the
stockholders;
(b) see that all notices are duly given in accordance with the provisions
of these By-Laws and as required by law;
(c) be custodian of the records and the seal of the Corporation and affix
and attest the seal to all stock certificates of the Corporation (unless the
seal of the Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all other documents to be
executed on behalf of the Corporation under its seal;
(d) see that the books, reports, statements, certificates and other
documents and records required by law to be kept and filed are properly kept and
filed; and
(e) in general, perform all of the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him or
her by the Board or the President.
Section 5.11. Delegation of Duties. In case of the absence of any officer
of the Corporation, or for any other reason that the Board may deem sufficient,
the Board may confer for the time being the powers or duties, or any of them, of
such officer upon any other officer or upon any director.
Article VI
Indemnification
Section 6.01. General Indemnification. Each officer and director of the
Corporation shall be indemnified by the Corporation 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 Corporation 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 or her 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 or her office,
the decision by the Corporation to indemnify such person must be based upon the
reasonable determination of independent legal counsel or the vote of a majority
of a quorum of the directors who are neither "interested persons," as defined in
Section 2(a)(19) of the Investment Company Act, 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 or
her office.
Each officer and director of the Corporation claiming indemnification
within the scope of this Article VI shall be entitled to advances from the
Corporation for payment of the reasonable expenses incurred by him or her in
connection with proceedings to which he or she 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 Corporation a written affirmation
of his or her good faith belief that the standard of conduct necessary for
indemnification by the Corporation 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 Corporation for
his or her undertaking; (b) the Corporation 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 Corporation 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 Corporation 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 or her activities as
officer or director of the Corporation. The Corporation, however, may not
purchase insurance on behalf of any officer or director of the Corporation that
protects or purports to protect such person from liability to the Corporation 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 or her office.
The Corporation may indemnify, make advances or purchase insurance to the
extent provided in this Article VI on behalf of an employee or agent who is not
an officer or director of the Corporation.
Section 6.02. Other Rights. The indemnification provided by this Article VI
shall not be deemed exclusive of any other right, in respect of indemnification
or otherwise, to which those seeking such indemnification may be entitled under
any insurance or other agreement, vote of stockholders or disinterested
directors or otherwise, both as to action by a director or officer of the
Corporation in his or her official capacity and as to action by such person in
another capacity while holding such office or position, and shall continue as to
a person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such person.
Article VII
Capital Stock
Section 7.01. Stock Certificates. Each holder of stock of the Corporation
shall be entitled upon request to have a certificate or certificates, in such
form as shall be approved by the Board, representing the number of shares of
stock of the Corporation owned by him or her, provided, however, that
certificates for fractional shares will not be delivered in any case. The
certificates representing shares of stock shall be signed by or in the name of
the Corporation by the Chairman, President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
and sealed with the seal of the Corporation. Any or all of the signatures or the
seal on the certificate may be a facsimile. In case any officer, transfer agent
or registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate shall be issued, it may be issued by the Corporation
with the same effect as if such officer, transfer agent or registrar were still
in office at the date of issue.
Section 7.02. Books of Account and Record of Stockholders. There shall be
kept at the principal executive office of the Corporation correct and complete
books and records of account of all of the business and transactions of the
Corporation.
Section 7.03. Transfers of Shares. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only by the
registered holder thereof, or by his or her attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary or with a transfer
agent or transfer clerk, and on surrender of the certificate or certificates, if
issued, for such shares properly endorsed or accompanied by a duly executed
stock transfer power and the payment of all taxes thereon. Except as otherwise
provided by law, the Corporation shall be entitled to recognize the exclusive
right of a person in whose name any share or shares stand on the record of
stockholders as the owner of such share or shares for all purposes, including,
without limitation, the rights to receive dividends or other distributions, and
to vote as such owner, and the Corporation shall not be bound to recognize any
equitable or legal claim to or interest in any such share or shares on the part
of any other person.
Section 7.04. Regulations. The Board may make such additional rules and
regulations, not inconsistent with these By-Laws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation. It may appoint, or authorize any officer or officers
to appoint, one or more transfer agents or one or more transfer clerks and one
or more registrars and may require all certificates for shares of stock to bear
the signature or signatures of any of them.
Section 7.05. Lost, Destroyed or Mutilated Certificates. The holder of any
certificates representing shares of stock of the Corporation shall immediately
notify the Corporation of any loss, destruction or mutilation of such
certificate, and the Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it which the owner thereof shall
allege to have been lost or destroyed or which shall have been mutilated, and
the Board, in its discretion, may require such owner or his or her legal
representatives to give to the Corporation a bond in such sum, limited or
unlimited, and in such form and with such surety or sureties, as the Board in
its absolute discretion shall determine, to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss or
destruction of any such certificate, or issuance of a new certificate. Anything
herein to the contrary notwithstanding, the Board, in its absolute discretion,
may refuse to issue any such new certificate, except pursuant to legal
proceedings under the laws of the State of Maryland.
Section 7.06. Fixing of a Record Date for Dividends and Distributions. The
Board may fix, in advance, a date not more than 90 days preceding the date fixed
for the payment of any dividend or the making of any distribution or the
allotment of rights to subscribe for securities of the Corporation, or for the
delivery of evidences of rights or evidences of interests arising out of any
change, conversion or exchange of common stock or other securities, as the
record date for the determination of the stockholders entitled to receive any
such dividend, distribution, allotment, rights or interests, and in such case
only the stockholders of record at the time so fixed shall be entitled to
receive such dividend, distribution, allotment, rights or interests.
Section 7.07. Information to Stockholders and Others. Any stockholder of
the Corporation or his or her agent may inspect and copy during usual business
hours the Corporation's By-Laws, minutes of the proceedings of its stockholders,
annual statements of its affairs, and voting trust agreements on file at its
principal office.
Article VIII
Seal
The seal of the Corporation shall be circular in form and shall bear, in
addition to any other emblem or device approved by the Board of Directors, the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal" and "Maryland." Said seal may be used by causing it or a facsimile thereof
to be impressed or affixed or in any other manner reproduced.
Article IX
Fiscal Year
The Board of Directors shall have the power from time to time to fix the
fiscal year of the Corporation by a duly adopted resolution.
Article X
Depositories and Custodians
Section 10.01. Depositories. The funds of the Corporation shall be
deposited with such banks or other depositories as the Board of Directors of the
Corporation from time to time may determine.
Section 10.02. Custodians. All securities and other investments shall be
deposited in the safekeeping of such banks or other companies as the Board of
Directors of the Corporation may from time to time determine. Every arrangement
entered into with any bank or other company for the safekeeping of the
securities and investments of the Corporation shall contain provisions complying
with the Investment Company Act, and the general rules and regulations
thereunder.
Article XI
Execution of Instruments
Section 11.01. Checks, Notes, Drafts, etc. Checks, notes, drafts,
acceptances, bills of exchange and other orders or obligations for the payment
of money shall be signed by such officer or officers or person or persons as the
Board of Directors from time to time shall designate by resolution.
Section 11.02. Sale or Transfer of Securities. Stock certificates, bonds or
other securities at any time owned by the Corporation may be held on behalf of
the Corporation or sold, transferred or otherwise disposed of subject to any
limits imposed by these By-Laws and pursuant to authorization by the Board and,
when so authorized to be held on behalf of the Corporation or sold, transferred
or otherwise disposed of, may be transferred from the name of the Corporation by
the signature of the President or a Vice President or the Treasurer or pursuant
to any procedure approved by the Board of Directors, subject to applicable law.
Article XII
Independent Public Accountants
The firm of independent public accountants which shall sign or certify the
financial statements of the Corporation which are filed with the Securities and
Exchange Commission shall be selected annually by the Board of Directors and, if
required by the provisions of the Investment Company Act, ratified by the
stockholders.
Article XIII
Annual Statement
The books of account of the Corporation shall be examined by an independent
firm of public accountants at the close of each annual period of the Corporation
and at such other times as may be directed by the Board. A report to the
stockholders based upon each such examination shall be mailed to each
stockholder of the Corporation of record on such date with respect to each
report as may be determined by the Board, at his or her address as the same
appears on the books of the Corporation. Such annual statement shall also be
available at any annual meeting of stockholders and shall be placed on file at
the Corporation's principal office in the State of Maryland, and if no annual
meeting is held pursuant to Article II, Section 1, such annual statement of
affairs shall be placed on file at the Corporation's principal office within 120
days after the end of the Corporation's fiscal year. Each such report shall show
the assets and liabilities of the Corporation as of the close of the annual or
quarterly period covered by the report and the securities in which the funds of
the Corporation were then invested. Such report also shall show the
Corporation's income and expenses for the period from the end of the
Corporation's preceding fiscal year to the close of the annual or quarterly
period covered by the report and any other information required by the
Investment Company Act, and shall set forth such other matters as the Board or
such firm of independent public accountants shall determine.
Article XIV
Amendments
These By-Laws or any of them may be amended, altered or repealed by the
affirmative vote of a majority of the Board of Directors. The stockholders shall
have no power to make, amend, alter or repeal By-Laws.
