Merrill Lynch Developing Capital Markets Fund, Inc.
File No. 811-5723
Item No. 77M (Mergers) -- Attachment
During the fiscal semi-annual period ending June 30, 2000, Merrill
Lynch Developing Capital Markets Fund, Inc. (the "Registrant"),
acquired substantially all of the assets and assumed substantially all of
the liabilities of Merrill Lynch Middle East/Africa Fund, Inc. (the
"Middle East/Africa Fund"), File No. 811-7155.
On January 20, 2000, the Boards of Directors of the Registrant and the
Middle East/Africa Fund approved an Agreement and Plan of
Reorganization (the "Agreement"), pursuant to which the Registrant
would acquire substantially all of the assets and assume substantially all
of the liabilities of the Middle East/Africa Fund in exchange solely for
an equal aggregate value of newly issued Class A, Class B, Class C and
Class D shares of the Registrant ("the Reorganization"). In approving
the Agreement, the Middle East/Africa Fund's Board of Directors also
approved the subsequent deregistration, dissolution and liquidation of
the Middle East/Africa Fund.
In connection with the Reorganization, on February 2, 2000, the
Registrant filed a Registration Statement on Form N-14 (File Nos. 333-
96005 and 811-5723) (the "N-14 Registration Statement"). The N-14
Registration Statement contained the proxy materials soliciting the
approval of the Reorganization by the shareholders of the Middle
East/Africa Fund. Pre-Effective Amendment No. 1 to the N-14
Registration Statement was filed on March 22, 2000, and the N-14
Registration Statement as so amended became effective with the
Commission on that date.
The shareholders of the Middle East/Africa Fund approved the
Reorganization at a special meeting of shareholders on May 10, 2000.
On May 19, 2000 (the "Reorganization Date"), pursuant to the
Agreement, the Middle East/Africa Fund transferred assets valued at
$2,561,643.72 to the Registrant and received in exchange 204,211.98
newly-issued Class A, Class B, Class C, and Class D shares of the
Registrant comprised of 34,779.265 Class A shares, 135,377.459 Class
B shares, 12,021.102 Class C shares and 22,034.154 Class D shares.
Such shares were then distributed to the shareholders of the Middle/East
Africa Fund on that date in proportion to each shareholder's interest (by
Class) in the assets transferred. The Middle/East Africa Fund ceased
offering its shares as of the Reorganization Date.
An Application for Deregistration on Form N-8F will be filed by the
Middle East/Africa Fund with the Securities and Exchange Commission.
