AUSTRALIAN PROSPECTUS
SUPPLEMENT
MERRILL LYNCH FUNDAMENTAL GROWTH FUND, INC.
ARBN 088 294 124
TABLE OF CONTENTS
Interpretation..............................................................3
Important Notice............................................................3
Class of Shares.............................................................5
Minimum Investment..........................................................5
Shareholder Services........................................................5
Investment Account..........................................................5
Exchange Privilege..........................................................5
Systematic Withdrawal Plan..................................................5
Automatic Investment Plans..................................................5
Statutory Information and Disclosures.......................................5
Experts..................................................................6
Independent Auditors.....................................................6
Legal Counsel............................................................6
Consents.................................................................6
Purchase of Shares..........................................................6
Redemption of Shares........................................................7
Appointment of Agent........................................................7
Disclaimer..................................................................7
Investments Risks...........................................................8
Australian Taxation Issues..................................................8
AUSTRALIAN PROSPECTUS SUPPLEMENT
MERRILL LYNCH FUNDAMENTAL GROWTH FUND, INC.
ARBN 088 294 124
Interpretation
This Prospectus is comprised of the following documents:
o This Australian Prospectus Supplement;
o The Prospectus for the Merrill Lynch Fundamental Growth Fund, Inc.
dated 29 December, 1998 which accompanies this Australian Prospectus
Supplement ("US Prospectus");
o The Statement of Additional Information for the Merrill Lynch
Fundamental Growth Fund, Inc. dated 29 December, 1998 which
accompanies this Australian Prospectus Supplement ("Statement of
Additional Information");
o The Application Form for the Merrill Lynch Fundamental Growth Fund,
Inc. accompanying this Australian Prospectus Supplement ("Australian
Application Form").
Accordingly, "the Australian Prospectus" means all of the above documents as
if they were one document.
The term "Australian Business Day" means any day on which the banks are open
for business in Sydney (other than a Saturday, Sunday or Public Holiday) or
such other day as the Manager from time to time may agree. The term "New York
Business Day" means any day on which the New York Stock Exchange is open or
the banks in New York are open for business.
Important Notice
The Merrill Lynch Fundamental Growth Fund, Inc. ("Fund") is subject to
regulation by the United States Securities and Exchange Commission and the
Federal laws of the United States of America and the laws of the State of
Maryland. Accordingly, this may have a legal and practical effect on the
rights and ability of an Australian investor to make any claim or enforce any
right arising out of or in connection with an investment in the Fund. For
example:
o Australian law may not always be the relevant law to be applied in
proceedings commenced by an investor;
o depending on the subject matter of the claim or enforcement,
proceedings may not be capable of commencement and determination in
an Australian jurisdiction;
o any judgement awarded in favour of an Australian investor may need to
be enforced in the United States or other foreign jurisdiction; and
o consequentially there may be additional costs and legal risks
involved in making a claim or enforcing a right in connection with an
investment in the Fund.
Australian investors should read the whole of this Australian Prospectus
carefully and are encouraged to seek professional advice taking into account
their financial and taxation circumstances, investment objectives and
particular needs before investing in the Fund.
The US Prospectus which forms part of the Australian Prospectus has been
issued in the United States by the Fund and has been primarily directed at US
investors. Accordingly, references to legislation and other laws will be to US
legislation and laws. Similarly, references to "foreign" and "offshore" will
relate to issues and matters existing or occurring outside of the United
States, rather than outside Australia.
When reading the US Prospectus and the Statement of Additional Information,
Australian investors should disregard references to funds other than the
Merrill Lynch Fundamental Growth Fund, Inc. The Australian Prospectus relates
only to an offer of shares in the Merrill Lynch Fundamental Growth Fund, Inc.
If there is any inconsistency between the terms of the Australian Prospectus
Supplement and the US Prospectus or the Statement of Additional Information,
the terms of the Australian Prospectus Supplement prevail to the extent of
that inconsistency.
All amounts referred to in the US Prospectus are denominated in United States
dollars.
Financial information contained in the US Prospectus, the Statement of
Additional Information and other reports including, without limitation, annual
reports, is based on US Generally Accepted Accounting Practices, and not on
Australian Accounting Standards.
All subscriptions to the Merrill Lynch Fundamental Growth Fund, Inc. are
processed in United States dollars. In instances where application is made for
shares in a currency other than United States dollars, a foreign exchange
conversion will take place, after which shares in the Fund will be requested.
Given the need to convert currency, there may be a delay between the time that
monies are received and the allocation of shares of up to 2 Sydney Business
Days. The value of any shares will be determined by the date that shares are
allocated. Shares will be allocated on the New York Business Day that the
order is received by Merrill Lynch Financial Data Services, Inc. Merrill Lynch
does not guarantee that subscriptions will be cleared, and will hold the
investor liable in circumstances where an account incurs a returned deposit
due to uncleared subscriptions.
Australian Securities & Investments Commission (ASIC) has granted interim
relief under section 1084 of the Corporations Law to various provisions of
Division 2 of Part 7.12 of the Corporations Law in accordance with the
provisions of Policy Statement 65 and Pro Forma 72 to permit the issue of this
Australian Prospectus. ASIC is currently reviewing Policy Statement 65 and
accordingly the relief has been granted on an interim basis until 1 July 2000.
It is expected that ASIC will give relief after its review, although the
relief may be on different terms. ASIC has confirmed that it will give
reasonable notice of applicable transitional arrangements and will consider
the position of schemes established during the interim period.
The Fund has been registered as a foreign company as a condition of the relief
granted by ASIC under Policy Statement 65.
The Fund has lodged a deed poll with ASIC undertaking to maintain this
registration until the number of Australian residents holding shares in the
Fund falls below 20, the Fund is wound up or ASIC otherwise agrees.
If the number of Australian investors falls below 20, the Fund will no longer
be required to maintain this registration. This may lead to reduced protection
for Australian investors as, for example, there will no longer be a
requirement to maintain a local agent.
The remaining Australian shareholders may instead be required to deal directly
with the Fund in the United States.
Class of Shares
The Australian offering of the Fund will consist of three classes of shares of
the Merrill Lynch Select Pricing(SM)System. The shares of each class may be
purchased at a price equal to the next determined net asset value per share
subject to the sales charges and ongoing fee arrangements as described in the
US Prospectus. The classes of shares to be offered to Australian investors are
Class A, Class B and Class D. A detailed description of each class and a
discussion of the factors that investors should consider in determining the
method of purchasing shares that is most beneficial under his or her
particular circumstances is contained in the US Prospectus under the heading
"Merrill Lynch Select Pricing(SM)System".
Minimum Investment
The minimum initial investment is USD$1,000, with the minimum subsequent
investment amount being USD$50. Shares purchased as a result of income
reinvestment will not be subject to this subsequent minimum.
Shareholder Services
Investment Account
Australian investors will not be eligible to transfer shares in the Fund from
Merrill Lynch to another brokerage firm or financial institution.
Exchange Privilege
Australian investors of each class of shares of the Fund being offered in
Australia have an exchange privilege with certain other MLAM advised mutual
funds that are registered with the Australian Securities and Investment
Commission. Full details of the terms and conditions of this exchange
privilege can be found in the US Prospectus and Statement of Additional
Information under "Exchange Privilege". The exchange privilege can only be
undertaken in shares.
Systematic Withdrawal Plan
Australian investors will not be offered the Systematic Withdrawal Plan
facility.
Automatic Investment Plans
Australian investors will not be offered the Automatic Investment Plan
facility.
Statutory Information and Disclosures
The Australian Prospectus is dated 6 August 1999. A copy of the US Prospectus
has been lodged with ASIC on 6 August 1999. No responsibility as to the
contents of this Australian Prospectus is taken by ASIC.
Shares in the Fund will not be issued or allotted on the basis of this
Australian Prospectus after later than 12 months after the date of this
Australian Prospectus.
Experts
Independent Auditors
Ernst & Young LLP, independent auditors, have audited the financial statements
included in the Fund's annual report for the year ended 31 August 1998 as set
forth in their report, which is incorporated by reference in the US
Prospectus. The financial statements for the Fund are incorporated by
reference in reliance on Ernst & Young LLP's report, given on their authority
as experts in accounting and auditing.
Ernst & Young LLP, the Fund's auditor, has been paid US$51,100 for services
rendered in relation to the Fund (including in relation to the US Prospectus)
from 1 January, 1997 to 31 December, 1998.
Legal Counsel
Brown & Wood LLP has been paid US$22,400 for legal services rendered in
relation to the US Prospectus from 1 January, 1997 to 31 December, 1998.
Consents
Ernst & Young LLP, the Fund's auditor, has given and has not, before the date
of this Australian Prospectus, withdrawn its written consent to:
(a) be named in this Australian Prospectus as the Fund's
independent auditor; and
(b) the issue of this Australian Prospectus insofar as it
includes their report on the Fund's financial statements
which appears in the annual report of the Fund incorporated
by reference in the Fund's Statement of Additional
Information.
Purchase of Shares
Shares in the Merrill Lynch Fundamental Growth Fund, Inc. may be purchased by
lodging an Australian Application Form with Merrill Lynch Private (Australia)
Limited. You will be required to pay the subscription amount on the same
Business Day on which the relevant shares are issued.
The issue price will be determined as set out in the US Prospectus and
Statement of Additional Information. Australian investors should be aware that
Merrill Lynch Private (Australia) Limited will maintain and receive all
applications. Receipt of the application by the Fund's Transfer Agent, and
subsequent issue of shares, may be delayed where applications are lodged on
days which are not Business Days in the relevant Australian jurisdiction, or
on days which are not New York Business Days or generally after 2.30pm (Sydney
time).
If an application is received by Merrill Lynch Private (Australia) Limited on
a day that the New York Stock Exchange is closed or the banks in New York are
closed for business, the net asset value applicable will be the price on the
next Business Day on which the New York Stock Exchange is open.
Redemption of Shares
Australian shareholders have the right to lodge a full or partial withdrawal
from the Fund by providing written notice to Merrill Lynch Private (Australia)
Limited on any Sydney Business Day. The SHAREHOLDER WILL NOT be required to
lodge this written request with Merrill Lynch Financial Data Services, Inc.,
Jackonsville, Florida, USA.
All full or partial redemptions by Australian investors must specify the
number of shares to be redeemed.
Properly completed requests for redemption of shares received by Merrill Lynch
Private (Australia) Limited by 2.30pm (Sydney Time) on any Sydney Business Day
will be redeemed at the next determined net asset value. If a properly
completed request for withdrawal is received by Merrill Lynch Private
(Australia) Limited on a non-Business Day or after 2.30pm (Sydney Time) on any
Business Day, the relevant shares will be redeemed at the net asset value
applicable on the second Business Day following receipt.
If a written redemption in the proper form is received by Merrill Lynch
Private (Australia) Limited on a day that the New York Stock Exchange is
closed or the banks in New York are closed for business, the net asset value
applicable will be the price determined on the next Business Day on which the
New York Stock Exchange is open.
Appointment of Agent
The Fund has appointed Merrill Lynch Private (Australia) Limited (ACN 004 620
026) ("Agent") as its agent, in relation to:
o receiving applications for shares;
o receiving redemption requests;
o accepting other notices, correspondence and service of process on
behalf of the Fund; and
o making available for public inspection and providing Fund
shareholders with copies of constituent and other documents in
relation to the Fund, and meeting all reasonable requests for
information relating to the affairs of the Fund.
All notices and other correspondence relating to the Australian Prospectus,
including applications for shares and redemption requests must be sent to:
Merrill Lynch Private (Australia) Limited
Level 43
120 Collins Street
Melbourne, Victoria, Australia, 3000.
Or any of the offices specified at the end of this Australian
Prospectus Supplement.
Disclaimer
Neither the Fund, Merrill Lynch Private (Australia) Limited nor any member of
the Merrill Lynch group of companies guarantees the success of the Fund, any
rate of return or the repayment of capital.
Investments Risks
Almost any investment involves some risks.
Investors should be aware that the underlying investments will rise and fall
in value, and foreign currencies will fluctuate in relation to the Australian
dollar. Investments on an international basis involve certain risks not
typically involved in domestic investments, including, but not limited to,
fluctuations in foreign exchange rates, future foreign political and economic
developments, and the possible imposition of exchange controls or other
foreign governmental laws or restrictions applicable to such investments.
Securities prices in different countries are subject to different economic,
financial, political and social factors.
Since the Fund will invest in securities denominated in currencies other than
the US dollar, changes in foreign currency exchange rates will affect the
values of the securities in the Fund's portfolio and the unrealised
appreciation or depreciation of investments. Changes in the foreign currency
exchange rates relative to the Australian dollar and to the underlying
investments of the Fund may impact on the value to the investor.
A deposit in a currency other than the investor's base currency may, because of
higher interest rates paid on certain currencies in relation to others from time
to time, provide potentially attractive returns. However, possible adverse
currency movements - that is, the risk that the value of the currency of the
deposit may decline, can not only eliminate such benefits but also result in
substantial losses. Losses, as such, may be more substantial if the currency of
the deposit weakens along with the currency's interest rate. All persons
considering foreign currency deposits should carefully consider the risk of
movements of both interest and exchange rates prior to making any such deposits.
Australian Taxation Issues
The following is a general discussion of the Australian taxation issues that
may be relevant to an investment by an Australian investor in the Fund. In
this regard, it is assumed that the investor is an Australian resident
individual for taxation purposes, not subject to US tax on non-US source
income and gains, and that any investment in the Fund will be on capital
account. It is also assumed that the investor does not (with associated
parties) at any time hold an interest of 10% or more in the Fund.
TAX CONSEQUENCES FOR ANY INVESTOR WILL DEPEND ON THEIR INDIVIDUAL FINANCIAL
CIRCUMSTANCES. ACCORDINGLY, THIS INFORMATION IS NOT TO BE TAKEN AS TAX ADVICE
NOR AS NECESSARILY CANVASSING ALL RELEVANT TAX ISSUES, AND THIS INFORMATION
SHOULD IN NO WAY BE RELIED UPON AS SUCH BY ANY INVESTOR OR POTENTIAL INVESTOR.
ALL INVESTORS SHOULD SEEK THEIR OWN INDEPENDENT PROFESSIONAL TAX ADVICE ON ANY
INVESTMENT IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.
These comments should be read in conjunction with the discussion of "Taxes" in
the US Prospectus and Statement of Additional Information.
Taxation of the Fund
The Fund is established, managed and operated in the US. US tax issues are
discussed in the US Prospectus and Statement of Additional Information.
Assuming that the Fund does not invest in Australia, it will not be taxable in
Australia on its income or capital gains.
Taxation of the Investor
Foreign Investment Fund (Fif) Rules
The FIF rules tax a resident taxpayer on unrealised gains on certain interests
in foreign companies and trusts. The Fund is a FIF and thus investments in the
Fund are potentially subject to taxation under the FIF rules. However, recent
amendments in Taxation Laws Amendment Act (No. 2) 1999 have the effect that an
investment in the Fund, as a US Regulated Investment Company, will be exempt
from the FIF rules.
Australian tax on distributions to investors
Dividends received from the Fund will be subject to Australian tax when they
are paid to or reinvested on behalf of investors. The amount of such dividends
(including any foreign tax deducted) should be translated to Australian
dollars at the exchange rate applying at the earlier of the date when the
funds are remitted to Australia and the end of the financial year in which the
dividends are received.
Investors may be subject to US withholding tax on the dividends, such
withholding tax generally applying at 15%. If so, investors may be entitled to
an Australian foreign tax credit for the US withholding tax paid. Any excess
foreign tax credit may be able to be offset against certain other foreign
income of the investor or otherwise carried forward to offset such foreign
income in future years. It is unlikely that an Australian foreign tax credit
will arise for any form of foreign tax other than US withholding tax paid on
dividends.
Redemption of your investment
Each redemption of some part or the whole of the investment in the Fund may
realise a gain or loss upon redemption. Investors will be subject to
Australian tax on any gains, either as ordinary income or as a capital gain.
Any loss will be a capital loss and will only be able to be offset against
capital gains.
In broad terms, any capital gain will be the difference between the proceeds
received on redemption, reduced by amounts (if any) representing distributions
of income, and the cost base of the investment. Both the cost base and the
redemption proceeds are translated to Australian dollars at the exchange rate
on the date(s) when (for costs) the cost(s) are incurred and (for proceeds) on
the date of disposal of the investment. The cost base of the investment
includes any costs of acquisition and any amount of income reinvested in the
Fund. To calculate a capital gain, each element of the cost base is indexed
for inflation to the extent that the investment in the Fund has been held for
more than 12 months. The cost base or indexed cost base as appropriate is
reduced to the extent that the investor has received any non-assessable
capital distributions from the Fund. The proceeds may be decreased by any
deferred sales charges and any amount included in assessable income under the
FIF rules which has not previously been applied to reduce the tax applicable
on distributions or previous gains on the investment.
The exchange of shares in one class for another, or from one Fund to another
where permitted, will involve a redemption and therefore potentially generate
a gain or loss for Australian tax purposes.
Tax file numbers
There is no obligation on an investor to provide their tax file number (TFN)
with the Application Form. However, if the investor does not do so and no
exemption applies, tax may be required to be deducted from any distribution at
the top marginal tax rate plus the Medicare Levy.
US Estate Duty
In certain situations, US estate duty can apply if an investor dies while
holding US investments. The Fund is one such investment. Estate duty will
generally only apply where the investor holds US assets of at least US$60,000
in value. However, advice should be sought on the implications of this law
prior to making an investment in the Fund.
Offices
Melbourne
Merrill Lynch Private (Australia) Limited
Level 43
120 Collins Street
Melbourne, Victoria, AUSTRALIA, 3000
Sydney
Merrill Lynch Private (Australia) Limited
Level 51
MLC Centre 19-29 Martin Place
Sydney, New South Wales, AUSTRALIA, 2000
Brisbane
Merrill Lynch Private (Australia) Limited
Level 32
AMP Place
10 Eagle Street
Brisbane, Queensland, AUSTRALIA, 4000
Perth
Merrill Lynch Private (Australia) Limited
Level 37
Exchange Plaza
2 The Esplanade
Perth, Western Australia, AUSTRALIA 6000
