<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 1995
SECURITIES ACT FILE NO. 33-53887
INVESTMENT COMPANY ACT FILE NO. 811-7177
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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. 2 [X]
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 3 [X]
(CHECK APPROPRIATE BOX OR BOXES)
----------------
MERRILL LYNCH ASSET BUILDER PROGRAM, INC.*
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (609) 282-2800
ARTHUR ZEIKEL
MERRILL LYNCH ASSET BUILDER PROGRAM, INC.
800 SCUDDERS MILL ROAD, PLAINSBORO, NEW JERSEY
MAILING ADDRESS: P.O. BOX 9011, PRINCETON, NEW JERSEY 08543-9011
(NAME AND ADDRESS OF AGENT FOR SERVICE)
----------------
COPIES TO:
COUNSEL FOR THE FUND: MARK B. GOLDFUS, ESQ.
BROWN & WOOD MERRILL LYNCH ASSET
ONE WORLD TRADE CENTER MANAGEMENT
NEW YORK, NEW YORK 10048-0557 P.O. BOX 9011
ATTENTION: THOMAS R. SMITH, JR., ESQ. PRINCETON, N.J. 08543-9011
----------------
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)
[_] immediately upon filing pursuant to paragraph (b)
[_] on (date) pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on (date) pursuant to paragraph (a)(1)
[X] 75 days after filing pursuant to paragraph (a)(2)
[_] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[_] this post-effective amendment designates a new
effective date for a previously filed post-effective
amendment.
----------------
THE REGISTRANT HAS REGISTERED AN INDEFINITE NUMBER OF ITS SHARES OF COMMON
STOCK UNDER THE SECURITIES ACT OF 1933 PURSUANT TO RULE 24F-2 UNDER THE
INVESTMENT COMPANY ACT OF 1940. THE NOTICE REQUIRED BY SUCH RULE FOR THE
REGISTRANT'S MOST RECENT FISCAL YEAR WAS FILED ON MARCH 30, 1995.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
* Formerly Merrill Lynch Retirement Asset Builder Program, Inc.
<PAGE>
MERRILL LYNCH ASSET BUILDER PROGRAM, INC.*
REGISTRATION STATEMENT ON FORM N-1A
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
------------- --------
<C> <S> <C>
PART A
Item 1. Cover Page............... Cover Page
Item 2. Synopsis................. Fee Table
Item 3. Condensed Financial
Information.............. Financial Highlights
Item 4. General Description of
Registrant............... Investment Objectives and Policies;
Additional Information
Item 5. Management of the Fund... Fee Table; Management of the Program;
Portfolio Transactions and Brokerage;
Inside Back Cover Page
Item 5A. Management's Discussion
of Fund Performance...... Not Applicable
Item 6. Capital Stock and Other
Securities............... Cover Page; Additional Information
Item 7. Purchase of Securities
Being Offered............ Cover Page; Fee Table; Merrill Lynch Select
Pricing (SM) System; Purchase of Shares;
Shareholder Services; Additional
Information; Inside Back Cover Page
Item 8. Redemption or
Repurchase............... Fee Table; Merrill Lynch Select Pricing (SM)
System; Purchase of Shares; Shareholder
Services; Redemption of Shares
Item 9. Pending Legal
Proceedings.............. Not Applicable
PART B
Item 10. Cover Page............... Cover Page
Item 11. Table of Contents........ Back Cover Page
Item 12. General Information and
History.................. Not Applicable
Item 13. Investment Objectives
and Policies............. Investment Objectives and Policies
Item 14. Management of the Fund... Management of the Program
Item 15. Control Persons and
Principal Holders of
Securities............... Management of the Program; General
Information--Additional Information
Item 16. Investment Advisory and
Other Services........... Management of the Program; Purchase of
Shares; General Information
Item 17. Brokerage Allocation and
Other Practices.......... Portfolio Transactions and Brokerage
Item 18. Capital Stock and Other
Securities............... General Information
Item 19. Purchase, Redemption and
Pricing of Securities
Being Offered............ Purchase of Shares; Redemption of Shares;
Determination of Net Asset Value;
Shareholder Services; General Information--
Computation of Offering Price Per Share
Item 20. Tax Status............... Dividends, Distributions and Taxes
Item 21. Underwriters............. Purchase of Shares
Item 22. Calculation of
Performance Data......... Performance Data
Item 23. Financial Statements..... Independent Auditors' Reports; Statements
of Assets and Liabilities (audited);
Financial Statements (unaudited)
PART C
</TABLE>
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration
Statement.
--------
* Formerly Merrill Lynch Retirement Asset Builder Program, Inc.
<PAGE>
SUBJECT TO COMPLETION
PROSPECTUS
PRELIMINARY PROSPECTUS DATED AUGUST 9, 1995
, 1995
MERRILL LYNCH ASSET BUILDER PROGRAM, INC.
MERRILL LYNCH FUNDAMENTAL MERRILL LYNCH U.S. GOVERNMENT SECURITIES
VALUE PORTFOLIO PORTFOLIO
MERRILL LYNCH QUALITY BOND MERRILL LYNCH GLOBAL OPPORTUNITY
PORTFOLIO PORTFOLIO
MERRILL LYNCH GROWTH OPPORTUNITY PORTFOLIO
P.O. BOX 9011, PRINCETON, NEW JERSEY 08543-9011 . PHONE NO. (609) 282-2800
Merrill Lynch Asset Builder Program, Inc. (the "Program") is a professionally
managed, open-end investment company. The Program consists of five separate
portfolios: the Merrill Lynch Fundamental Value Portfolio (the "Fundamental
Value Portfolio"), the Merrill Lynch Quality Bond Portfolio (the "Quality Bond
Portfolio"), the Merrill Lynch U.S. Government Securities Portfolio (the "U.S.
Government Securities Portfolio"), the Merrill Lynch Global Opportunity
Portfolio (the "Global Opportunity Portfolio") and the Merrill Lynch Growth
Opportunity Portfolio ("Growth Opportunity Portfolio") (each a "Portfolio").
Each Portfolio has its own separate investment objectives and may employ a
variety of instruments and techniques to enhance income and to hedge against
market risk and, in the case of the Fundamental Value, Global Opportunity and
Growth Opportunity Portfolios, currency risk. Investments on an international
basis involve risks not typically associated with investments in domestic
securities. See "Risk Factors and Special Considerations". There can be no
assurance that the investment objectives of any Portfolio will be achieved. For
more information on the Portfolios' investment objectives and policies, please
see "Investment Objectives and Policies" on page 21.
(Cover continues on next page)
-------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-------------
This Prospectus is a concise statement of information about the Program that
is relevant to making an investment in the Program. This Prospectus should be
retained for future reference. A statement containing additional information
about the Program, dated , 1995 (the "Statement of Additional
Information"), has been filed with the Securities and Exchange Commission and
can be obtained, without charge, by calling or by writing the Program at the
above telephone number or address. The Statement of Additional Information is
hereby incorporated by reference into this Prospectus.
-------------
MERRILL LYNCH ASSET MANAGEMENT--INVESTMENT ADVISER
MERRILL LYNCH FUNDS DISTRIBUTOR, INC.--DISTRIBUTOR
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
<PAGE>
----------------
Each Portfolio is a separate series of the Program issuing its own shares
pursuant to the Merrill Lynch Select Pricing (SM) System. Each Portfolio offers
four classes of shares, each with a different combination of sales charges,
ongoing fees and other features. The Merrill Lynch Select Pricing (SM) 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 "Merrill Lynch Select Pricing (SM) System" on page 10.
Shares of each Portfolio are available for purchase solely by holders of
individual retirement plans, individual retirement rollover accounts and
simplified employee pension plans (collectively "IRAs") for which Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") acts as custodian
and by CBA(R) accounts established pursuant to the Uniform Gifts to Minors
Acts or Uniform Transfers to Minors Acts (or similar state statutes).Merrill
Lynch has advised the Program that it will not charge an annual account fee
upon any IRA which participates in the Merrill Lynch Retirement Asset
Builder (SM) Service, receives additional contributions of at least $250
annually and is invested solely in one or more of the Program's Portfolios or
a money market fund advised by Merrill Lynch Asset Management, L.P. ("MLAM" or
the "Investment Adviser"), or its affiliates. Merrill Lynch has also advised
the Program that it will not collect the customary annual fee for maintaining
a CBA(R) account for any such account invested solely in shares of the
Program. The minimum initial purchase in any Portfolio is $100 and the minimum
subsequent purchase is $1. Merrill Lynch may charge its customers a processing
fee (presently $4.85) for confirming purchases and repurchases. See "Purchase
of Shares" and "Redemption of Shares". The holder of each IRA is responsible
for making investment decisions concerning the funds contributed to his or her
IRA.
To permit the Program to invest the net proceeds from the sale of its shares
in an orderly manner, the Program may, from time to time, suspend the sale of
its shares, except for dividend reinvestments.
2
<PAGE>
FEE TABLE
A general comparison of the sales arrangements and other nonrecurring and
recurring expenses applicable to shares of each of the Portfolios follows:
<TABLE>
<CAPTION>
FUNDAMENTAL VALUE PORTFOLIO QUALITY BOND PORTFOLIO
------------------------------------------------- -------------------------------------------------
CLASS A(a) CLASS B(b) CLASS C CLASS D CLASS A(a) CLASS B(b) CLASS C CLASS D
---------- ------------------- -------- --------- ---------- ------------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SHAREHOLDER
TRANSACTION
EXPENSES:
Maximum Sales
Charge Imposed on
Purchases (as a
percentage of
offering price)...... 5.25%(c) None None 5.25%(c) 4.00%(c) None None 4.00%(c)
Sales Charge
Imposed on
Dividend
Reinvestments........ None None None None None None None None
Deferred Sales
Charge (as a
percentage of
original purchase
price or
redemption
proceeds,
whichever is
lower)............... None(d) 4.0% during 1.0% for None(d) None(d) 4.0% during 1.0% for None(d)
the first year, one year the first year, one year
decreasing 1.0% decreasing 1.0%
annually thereafter annually thereafter
to 0.0% after to 0.0% after
the fourth year the fourth year
Exchange Fee.......... None None None None None None None None
ANNUAL PROGRAM
OPERATING EXPENSES
(AS A PERCENTAGE OF
AVERAGE NET
ASSETS)(e):
Investment
Advisory Fees(f)..... 0.65% 0.65% 0.65% 0.65% 0.50% 0.50% 0.50% 0.50%
12b-1 Fees(g):
Account
Maintenance Fees... None 0.25% 0.25% 0.25% None 0.25% 0.25% 0.25%
Distribution
Fees............... None 0.75%(i) 0.75% None None 0.50%(j) 0.55% None
Other Expenses:
Custodial Fees...... 0.05% 0.05% 0.05% 0.05% 0.28% 0.28% 0.28% 0.28%
Shareholder Ser-
vicing Costs(h).... 0.10% 0.12% 0.12% 0.10% 0.18% 0.20% 0.20% 0.18%
Other............... 0.71% 0.71% 0.71% 0.71% 1.31% 1.31% 1.31% 1.31%
---- ---- ---- ---- ---- ---- ---- ----
Total Other
Expenses........... 0.86% 0.88% 0.88% 0.86% 1.77% 1.79% 1.79% 1.77%
---- ---- ---- ---- ---- ---- ---- ----
Total Portfolio
Operating
Expenses............. 1.51% 2.53% 2.53% 1.76% 2.27% 3.04% 3.09% 2.52%
==== ==== ==== ==== ==== ==== ==== ====
</TABLE>
(footnotes appear on pages 5 and 6)
3
<PAGE>
<TABLE>
<CAPTION>
U.S. GOVERNMENT SECURITIES PORTFOLIO GLOBAL OPPORTUNITY PORTFOLIO
--------------------------------------------------- -------------------------------------------------
CLASS A(a) CLASS B(b) CLASS C CLASS D CLASS A(a) CLASS B(b) CLASS C CLASS D
---------- ------------------- --------- ---------- ---------- ------------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SHAREHOLDER
TRANSACTION
EXPENSES:
Maximum Sales
Charge Imposed on
Purchases (as a
percentage of
offering price)...... 4.00 %(c) None None 4.00 %(c) 5.25%(c) None None 5.25%(c)
Sales Charge
Imposed on
Dividend
Reinvestments........ None None None None None None None None
Deferred Sales
Charge (as a
percentage of
original purchase
price or
redemption
proceeds,
whichever is
lower)............... None(d) 4.0% during 1.0% for None(d) None(d) 4.0% during 1.0% for None(d)
the first year, one year the first year, one year
decreasing 1.0% decreasing 1.0%
annually thereafter annually thereafter
to 0.0% after to 0.0% after
the fourth year the fourth year
Exchange Fee.......... None None None None None None None None
ANNUAL PROGRAM
OPERATING EXPENSES
(AS A PERCENTAGE OF
AVERAGE NET
ASSETS)(e):
Investment
Advisory Fees(f)..... 0.50 % 0.50 % 0.50 % 0.50 % 0.75% 0.75% 0.75% 0.75%
12b-1 Fees(g):
Account
Maintenance Fees... None 0.25 % 0.25 % 0.25 % None 0.25% 0.25% 0.25%
Distribution
Fees............... None 0.50 %(j) 0.55 % None None 0.75%(i) 0.75% None
Other Expenses:
Custodial Fees...... 0.15 % 0.15 % 0.15 % 0.15 % 0.13% 0.13% 0.13% 0.13%
Shareholder Ser-
vicing Costs(h).... 0.09 % 0.11 % 0.11 % 0.09 % 0.10% 0.10% 0.10% 0.10%
Other............... 1.91 % 1.91 % 1.91 % 1.91 % 1.52% 1.52% 1.52% 1.52%
----- ----- ----- ----- ---- ---- ---- ----
Total Other
Expenses........... 2.15 % 2.17 % 2.17 % 2.15 % 1.75% 1.75% 1.75% 1.75%
----- ----- ----- ----- ---- ---- ---- ----
Reimbursement of
Expenses(k).......... (0.15)% (0.17)% (0.17)% (0.15)% -- -- -- --
----- ----- ----- ----- ---- ---- ---- ----
Total Portfolio
Operating
Expenses............. 2.50 % 3.25 % 3.30 % 2.75 % 2.50% 3.50% 3.50% 2.75%
===== ===== ===== ===== ==== ==== ==== ====
</TABLE>
(footnotes appear on pages 5 and 6)
4
<PAGE>
<TABLE>
<CAPTION>
GROWTH OPPORTUNITY PORTFOLIO
------------------------------------------------------------
CLASS A(a) CLASS B(b) CLASS C CLASS D
---------- --------------------- -------- ---------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION
EXPENSES:
Maximum Sales Charge
Imposed on Purchases
(as a percentage of
offering price)........ 5.25%(c) None None 5.25%(c)
Sales Charge Imposed
on Dividend
Reinvestments.......... None None None None
Deferred Sales Charge
(as a percentage of
original purchase
price or redemption
proceeds, whichever is
lower)................. None (d) 4.0% during the first 1.0% for None (d)
year, decreasing 1.0% one year
annually thereafter
to 0.0% after
the fourth year
Exchange Fee............ None None None None
ANNUAL PROGRAM OPERATING
EXPENSES
(AS A PERCENTAGE OF
AVERAGE NET ASSETS)(e):
Investment Advisory
Fees(f)................ 0.65% 0.65% 0.65% 0.65%
12b-1 Fees(g):
Account Maintenance
Fees................. None 0.25% 0.25% 0.25%
Distribution Fees..... None 0.75%(i) 0.75%(i) None
Other Expenses:
Custodial Fees........ 0.04% 0.04% 0.04% 0.04%
Shareholder Servicing
Costs(h)............. 0.49% 0.49% 0.49% 0.49%
Other................. 0.32% 0.32% 0.32% 0.32%
---- ---- ---- ----
Total Other Expenses.. 0.85% 0.85% 0.85% 0.85%
---- ---- ---- ----
Total Portfolio Oper-
ating Expenses......... 1.50% 2.50% 2.50% 1.75%
==== ==== ==== ====
</TABLE>
----
(a) Class A shares are sold to a limited group of investors including existing
Class A shareholders. See "Purchase of Shares--Initial Sales Charge
Alternatives--Class A and Class D Shares"--page 43.
(b) Class B shares convert to Class D shares automatically approximately eight
years after initial purchase for the Fundamental Value, Global Opportunity
and Growth Opportunity Portfolios and approximately ten years after
initial purchase for the Quality Bond and U.S. Government Securities
Portfolios. See "Purchase of Shares--Deferred Sales Charge Alternatives--
Class B and Class C Shares"--page 45.
(c) Reduced for purchases of $25,000 and over decreasing to 0.00% for
purchases of $1,000,000 or more. See "Purchase of Shares--Initial Sales
Charge Alternatives--Class A and Class D Shares"--page 43.
(d) Under certain limited conditions, purchases of Class A and Class D shares
will be subject to a contingent deferred sales charge ("CDSC") rather than
an initial sales charge.
(e) Information under "Other Expenses" is estimated for the fiscal year ending
January 31, 1996.
(footnotes continued on next page.)
5
<PAGE>
(f) See "Management of the Program--Management and Advisory Arrangements"--
page 36.
(g) See "Purchase of Shares--Distribution Plans"--page 48.
(h) See "Management of the Program--Transfer Agency Services"--page 38.
(i) Class B shares convert to Class D shares automatically after approximately
eight years and cease being subject to distribution fees.
(j) Class B shares convert to Class D shares automatically after approximately
ten years and cease being subject to distribution fees.
(k) Pursuant to state expense limitations imposed on the Program, for the
period February 1, 1995 (commencement of operations) to March 31, 1995,
the Investment Adviser was required to reimburse a portion of its
investment advisory fee, and voluntarily waived the remainder of its
investment advisory fee and reimbursed a portion of other expenses
(excluding 12b-1 fees). The Total Portfolio Operating Expenses in the fee
table have been restated to assume the absence of any such voluntary
waiver or reimbursement of expenses because the Investment Adviser may
discontinue or reduce such waiver of fees and/or assumption of expenses at
any time without notice. The actual Total Portfolio Operating Expenses,
net of the waiver and/or reimbursement, is provided below:
<TABLE>
<CAPTION>
INVESTMENT ADVISORY FEES WAIVED TOTAL OPERATING EXPENSES AFTER
AND EXPENSES REIMBURSED WAIVER AND REIMBURSEMENT
------------------------------- -------------------------------
CLASS A CLASS B CLASS C CLASS D CLASS A CLASS B CLASS C CLASS D
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fundamental Value
Portfolio............... 1.02% 0.78% 0.75% 0.78% 1.71% 2.27% 2.28% 1.54%
Quality Bond Portfolio.. 4.37% 3.59% 3.47% 3.85% 0.00% 0.78% 0.84% 0.24%
US Government Securities
Portfolio............... 3.35% 3.10% 3.31% 3.15% 0.00% 0.77% 0.83% 0.25%
Global Opportunity
Portfolio............... 1.27% 1.37% 1.33% 1.33% 1.79% 2.48% 2.50% 1.73%
Growth Opportunity
Portfolio............... % % % % % % % %
</TABLE>
6
<PAGE>
EXAMPLE:
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID
OPERATING FOR THE PERIOD OF:
EXPENSE -------------------------------
RATIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C>
An investor in the Portfolios (and
classes) listed below would pay the
following expenses on a $1,000
investment including, for Class A
and Class D shares of the
Fundamental Value, Global
Opportunity and Growth Opportunity
Portfolios, the maximum $52.50
initial sales charge and, for Class
A and Class D shares of the Quality
Bond and U.S. Government Securities
Portfolios, the maximum $40.00
initial sales charge and assuming
(1) the Total Program Operating
Expenses for each class set forth
above; (2) a 5% annual return
throughout the periods and (3)
redemption at the end of the period:
Fundamental Value Portfolio
Class A.......................... 1.51% $67 $ 98 $131 $223
Class B.......................... 2.53% $66 $ 99 $135 $268*
Class C.......................... 2.53% $36 $ 79 $135 $287
Class D.......................... 1.76% $69 $105 $143 $249
Quality Bond Portfolio
Class A.......................... 2.27% $62 $108 $157 $290
Class B.......................... 3.04% $71 $114 $160 $336
Class C.......................... 3.09% $41 $ 95 $162 $340
Class D.......................... 2.52% $64 $115 $169 $314
U.S. Government Securities
Portfolio
Class A.......................... 2.50% $64 $115 $168 $312
Class B.......................... 3.25% $73 $120 $170 $355
Class C.......................... 3.30% $43 $102 $172 $359
Class D.......................... 2.75% $67 $122 $180 $336
Global Opportunity Portfolio
Class A.......................... 2.50% $76 $126 $179 $321
Class B.......................... 3.50% $75 $127 $182 $361*
Class C.......................... 3.50% $45 $107 $182 $377
Class D.......................... 2.75% $79 $133 $190 $344
Growth Opportunity Portfolio
Class A.......................... 1.50% $67 $ 97 $130 $222
Class B.......................... 2.50% $65 $ 98 $133 $265*
Class C.......................... 2.50% $35 $ 78 $133 $284
Class D.......................... 1.75% $69 $105 $142 $248
An investor would pay the following
expenses on the same $1,000 invest-
ment assuming no redemption at the
end of the period:
Fundamental Value Portfolio
Class A.......................... 1.51% $67 $ 98 $131 $223
Class B.......................... 2.53% $26 $ 79 $135 $268*
Class C.......................... 2.53% $26 $ 79 $135 $287
Class D.......................... 1.76% $69 $105 $143 $249
Quality Bond Portfolio
Class A.......................... 2.27% $62 $108 $157 $290
Class B.......................... 3.04% $31 $ 94 $160 $336
Class C.......................... 3.09% $31 $ 95 $162 $340
Class D.......................... 2.52% $64 $115 $169 $314
U.S. Government Securities
Portfolio
Class A.......................... 2.50% $64 $115 $168 $312
Class B.......................... 3.25% $33 $100 $170 $355
Class C.......................... 3.30% $33 $102 $172 $359
Class D.......................... 2.75% $67 $122 $180 $336
Global Opportunity Portfolio
Class A.......................... 2.50% $76 $126 $179 $321
Class B.......................... 3.50% $35 $107 $182 $361*
Class C.......................... 3.50% $35 $107 $182 $377
Class D.......................... 2.75% $79 $133 $190 $344
Growth Opportunity Portfolio
Class A.......................... 1.50% $67 $ 97 $130 $222
Class B.......................... 2.50% $25 $ 78 $133 $265*
Class C.......................... 2.50% $25 $ 78 $133 $284
Class D.......................... 1.75% $69 $105 $142 $248
</TABLE>
--------
* Assumes conversion to Class D shares approximately eight years after
purchase.
7
<PAGE>
The foregoing Fee Table is intended to assist investors in understanding the
costs and expenses that a shareholder in a Portfolio will bear directly or
indirectly. The Example set forth above assumes reinvestment of all dividends
and distributions and utilizes a 5% annual rate of return as mandated by
Securities and Exchange Commission ("Commission") regulations. THE EXAMPLE
SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR ANNUAL
RATES OF RETURN, AND ACTUAL EXPENSES OR ANNUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE ASSUMED FOR PURPOSES OF THE EXAMPLE. Class B and Class C
shareholders who hold their shares for an extended period of time may pay more
in Rule 12b-1 distribution fees than the economic equivalent of the maximum
front-end sales charges permitted under the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. ("NASD"). Merrill Lynch may
charge its customers a processing fee (presently $4.85) for confirming
purchases and redemptions. Purchases and redemptions directly through the
Program's transfer agent are not subject to the processing fee. See "Purchase
of Shares" and "Redemption of Shares".
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to the more
detailed information included elsewhere in this Prospectus and the Statement
of Additional Information.
THE PROGRAM
Merrill Lynch Asset Builder Program, Inc. (the "Program") is a
professionally managed, open-end investment company consisting of five
separate portfolios: the Fundamental Value Portfolio, the Quality Bond
Portfolio, the U.S. Government Securities Portfolio, the Global Opportunity
Portfolio and the Growth Opportunity Portfolio.
INVESTMENT OBJECTIVES AND POLICIES
Each Portfolio pursues its investment objectives through the separate
investment policies described below:
Fundamental Value Portfolio is a diversified portfolio seeking capital
appreciation and, secondarily, income by investing in securities, primarily
(i.e., at least 65% of the Portfolio's assets) in equities, that the
management of the Portfolio believes are undervalued and therefore represent
investment value. The Portfolio seeks special opportunities in securities that
are selling at a discount either from book value or historical price-earnings
ratios, or seem capable of recovering from temporarily out-of-favor
considerations. Particular emphasis is placed on securities which provide an
above-average dividend return and sell at a below-average price-earnings
ratio. The Portfolio may invest up to 30% of its total assets in securities of
foreign issuers. See "Risk Factors and Special Considerations".
Quality Bond Portfolio is a diversified portfolio seeking income and,
secondarily, capital appreciation by investing primarily in long-term
corporate bonds that are rated A or better by a nationally recognized rating
agency such as Standard & Poor's Ratings Group ("S&P"), Moody's Investors
Service, Inc. ("Moody's") or Fitch Investors Services, Inc. ("Fitch"), or that
possess, in the judgment of the Investment Adviser, similar credit
characteristics.
U.S. Government Securities Portfolio is a diversified portfolio seeking high
current return by investing in U.S. Government and Government agency
securities, including Government National Mortgage Association ("GNMA")
mortgage-backed securities and other mortgage-backed government securities.
8
<PAGE>
Global Opportunity Portfolio is a diversified portfolio seeking high total
investment return through a fully-managed investment policy utilizing United
States and foreign equity, debt and money market securities, the combination of
which will be varied from time to time, both with respect to types of
securities and markets, in response to changing market and economic trends.
Total investment return is the aggregate of capital value changes and income.
Growth Opportunity Portfolio is a non-diversified portfolio seeking long-term
growth of capital by investing in a portfolio of equity securities, placing
particular emphasis on companies that have exhibited above-average growth rates
in earnings.
RISK FACTORS AND SPECIAL CONSIDERATIONS
All of the Portfolios may invest in fixed income securities and to the extent
a Portfolio does invest in fixed income securities, the net asset value of its
shares will be affected by changes in the general level of interest rates.
The Fundamental Value, Global Opportunity and Growth Opportunity Portfolios
are authorized to invest in foreign securities. Investments in securities of
foreign entities and securities denominated in foreign currencies involve risks
not typically involved in domestic investment, including fluctuations in
foreign exchange rates, future foreign political and economic developments, and
the possible imposition of exchange controls or other foreign or U.S.
governmental laws or restrictions applicable to such investments. These risks
are often heightened for investments in small capital markets.
The Global Opportunity Portfolio has established no rating criteria for the
fixed income securities in which it may invest and securities in the lower
rated categories are predominantly speculative with respect to the capacity to
pay interest and repay principal.
The Portfolios also may invest in certain derivative securities. See "Risk
Factors and Special Considerations".
THE INVESTMENT ADVISER
Merrill Lynch Asset Management, L.P. (the "Investment Adviser" or "MLAM")
acts as a manager for the Program and provides the Program with management
services. The Investment Adviser or its affiliate, Fund Asset Management, L.P.
("FAM"), acts as the investment adviser for over 130 other registered
investment companies. The Investment Adviser and FAM also offer portfolio
management and portfolio analysis services to individuals and institutions. As
of June 30, 1995, the Investment Adviser and FAM had a total of approximately
$180.4 billion in investment company and other portfolio assets under
management, including accounts of certain affiliates of the Investment Adviser.
See "Management of the Program -- Management and Advisory Arrangements".
PURCHASE AND REDEMPTION OF SHARES
Shares of the Portfolios 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 described below. See "Merrill Lynch Select Pricing SM System"
and "Purchase of Shares".
9
<PAGE>
DIVIDENDS AND DISTRIBUTIONS
It is the Program's intention to distribute substantially all of the net
investment income, if any, of each Portfolio. All long-term and short-term
capital gains, if any, including gains from option and futures contract
transactions will be distributed by each Portfolio at least annually. See
"Additional Information -- Dividends and Distributions".
DETERMINATION OF NET ASSET VALUE
The net asset value of each Portfolio is determined by the Investment
Adviser once daily 15 minutes after the close of business on the New York
Stock Exchange (generally 4:00 P.M., New York time) on each day during which
the New York Stock Exchange is open for trading and, under certain
circumstances, on other days. See "Additional Information -- Determination of
Net Asset Value".
MERRILL LYNCH SELECT PRICING (SM) SYSTEM
Each Portfolio offers four classes of shares under 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 described below. 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. The Merrill Lynch Select Pricing (SM) System is used
by more than 50 mutual funds advised by MLAM or FAM, an affiliate of MLAM.
Funds advised by MLAM or FAM are referred to herein as "MLAM-advised mutual
funds".
Each Class A, Class B, Class C or Class D share of a Portfolio represents an
identical interest in the investment portfolio of that Portfolio and has the
same rights, except that Class B, Class C and Class D shares bear the expenses
of the ongoing account maintenance 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 deferred sales charges 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, will be imposed directly against those classes and
not against all assets of the Portfolio and, accordingly, such charges will
not affect the net asset value of any other class or have any impact on
investors choosing another sales charge option. Dividends paid by a Portfolio
for each class of shares will be calculated in the same manner at the same
time and will differ only to the extent that account maintenance and
distribution fees and any incremental transfer agency costs relating to a
particular class are borne exclusively by that class. Each class has different
exchange privileges. See "Shareholder Services -- Exchange Privilege". If
pursuant to the exchange privilege, shares of any Portfolio are exchanged for
shares of a fund other than a Portfolio of the Program or a money market fund
advised by the Investment Adviser or its affiliates, then the imposition of
the IRA annual account fee or the CBA (R) annual account fee, as the case may
be, may result. For information about current IRA fees charged by Merrill
Lynch, consult the Merrill Lynch IRA disclosure statement. For information
about the current fees charged by Merrill Lynch on a CBA (R) account, consult
the Capital Builder (TM) Account Agreement.
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 deferred sales charges with respect to the Class B and Class C
shares in that the sales charges applicable to each class provide for the
financing of the distribution of the shares of the Program. 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.
10
<PAGE>
The following table sets forth a summary of the distribution arrangements
for each class of shares under the Merrill Lynch Select Pricing (SM) System,
followed by a more detailed description of each class and a discussion of the
factors that investors should consider in determining the method of purchasing
shares under the Merrill Lynch Select Pricing (SM) System that the investor
believes is most beneficial under his particular circumstances. More detailed
information as to each class of shares is set forth under "Purchase of
Shares".
FUNDAMENTAL VALUE, GLOBAL OPPORTUNITY AND GROWTH OPPORTUNITY PORTFOLIOS
<TABLE>
<CAPTION>
ACCOUNT
MAINTENANCE DISTRIBUTION
CLASS SALES CHARGE(/1/) FEE FEE CONVERSION FEATURE
----------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
A Maximum 5.25% initial No No No
sales charge(/2/)(/3/)
----------------------------------------------------------------------------------------
B CDSC for a period of up 0.25% 0.75% B shares convert to D shares
to four years at a rate automatically after
of 4.0% during the approximately eight
first year, decreasing years(/4/)
1.0% annually to 0.0%
----------------------------------------------------------------------------------------
C 1.0% CDSC for one year 0.25% 0.75% No
----------------------------------------------------------------------------------------
D Maximum 5.25% initial 0.25% No No
sales charge(/3/)
</TABLE>
--------
(1) Initial sales charges are imposed at the time of purchase as a percentage
of the offering price. Contingent deferred sales charges ("CDSCs") are
imposed if the redemption occurs within the applicable CDSC time period.
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.
(2) Offered only to eligible investors. See "Purchase of Shares -- Initial
Sales Charge Alternatives -- Class A and Class D Shares -- Eligible Class A
Investors".
(3) Reduced for purchases of $25,000 or more. Class A and Class D share
purchases of $1,000,000 or more may not be subject to an initial sales
charge but instead will be subject to a 1.0% CDSC for one year. See "Class
A" and "Class D" below.
(4) The conversion period for dividend reinvestment shares is modified. Also,
Class B shares of the Quality Bond and U.S. Government Securities
Portfolios and certain other MLAM-advised mutual funds into which
exchanges may be made have a ten-year conversion period. If Class B shares
of a Portfolio are exchanged for Class B shares of another Portfolio or
MLAM-advised mutual fund, 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.
11
<PAGE>
QUALITY BOND AND U.S. GOVERNMENT SECURITIES PORTFOLIOS
<TABLE>
<CAPTION>
ACCOUNT
MAINTENANCE DISTRIBUTION
CLASS SALES CHARGE(/1/) FEE FEE CONVERSION FEATURE
----------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
A Maximum 4.00% initial No No No
sales charge(/2/)(/3/)
----------------------------------------------------------------------------------------
B CDSC for a period of up 0.25% 0.50% B shares convert to D shares
to four years at a rate automatically after
of 4.0% during the approximately ten
first year, decreasing years(/4/)
1.0% annually to 0.0%
----------------------------------------------------------------------------------------
C 1.0% CDSC for one year 0.25% 0.55% No
----------------------------------------------------------------------------------------
D Maximum 4.00% initial 0.25% No No
sales charge(/3/)
</TABLE>
--------
(1) Initial sales charges are imposed at the time of purchase as a percentage
of the offering price. CDSCs are imposed if the redemption occurs within
the applicable CDSC time period. 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.
(2) Offered only to eligible investors. See "Purchase of Shares -- Initial
Sales Charge Alternatives -- Class A and Class D Shares -- Eligible Class A
Investors".
(3) Reduced for purchases of $25,000 or more. Class A and Class D share
purchases of $1,000,000 or more may not be subject to an initial sales
charge but instead will be subject to a 1.0% CDSC for one year. See "Class
A" and "Class D" below.
(4) The conversion period for dividend reinvestment shares is modified. Also,
Class B shares of the Fundamental Value, Global Opportunity and Growth
Opportunity Portfolios and certain other MLAM-advised mutual funds into
which exchanges may be made have an eight-year conversion period. If Class
B shares of a Portfolio are exchanged for Class B shares of another
Portfolio or MLAM-advised mutual fund, 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.
Class A: Class A shares of a Portfolio incur an initial sales charge when they
are purchased and bear no ongoing distribution or account maintenance
fees. 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. Class A shares will be offered to Merrill Lynch &
Co., Inc. ("ML&Co.") and its subsidiaries (the term "subsidiaries"
when used herein with respect to ML&Co., includes MLAM, FAM and
certain other entities directly or indirectly wholly-owned and
controlled by ML&Co.) and their directors and employees and to
members of the Boards of MLAM-advised mutual funds. The maximum
initial sales charge is 5.25% for the Fundamental Value, Global
Opportunity and Growth Opportunity Portfolios and 4.00% for the
Quality Bond and U.S. Government Securities Portfolios, which is
reduced for purchases of $25,000 and over. Purchases of $1,000,000 or
more may not be subject to an initial sales charge, but if the
initial sales charge is waived, such purchases will be subject to a
CDSC of 1.0% if the shares are redeemed within one year after
purchase. Sales charges also are reduced under a right of
accumulation which takes into account the investor's holdings of all
classes of all MLAM-advised mutual funds. See "Purchase of Shares --
Initial Sales Charge Alternatives -- Class A and Class D Shares".
12
<PAGE>
Class B: Class B shares of a Portfolio do not incur a sales charge when they
are purchased, but they are subject to an ongoing account maintenance
fee of 0.25% of the Portfolio's average net assets attributable to
Class B shares, an ongoing distribution fee of 0.75% of average net
assets attributable to Class B shares for the Fundamental Value,
Global Opportunity and Growth Opportunity Portfolios and 0.50% of
average net assets attributable to Class B shares for the Quality Bond
and U.S. Government Securities Portfolios, and a CDSC if they are
redeemed within four years of purchase. Class B shares of a Portfolio
will convert automatically into Class D shares of the same Portfolio
approximately eight years after issuance in the case of the
Fundamental Value, Global Opportunity and Growth Opportunity
Portfolios and approximately ten years after issuance in the case of
the Quality Bond and U.S. Government Securities Portfolios. Class D
shares are subject to an account maintenance fee but no distribution
fee. If Class B shares of a Portfolio are exchanged for Class B shares
of another Portfolio or MLAM-advised mutual fund, 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. Automatic conversion
of Class B shares into Class D shares will occur at least once each
month on the basis of the relative net asset values 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. Shares purchased through reinvestment of
dividends on Class B shares will also convert automatically to Class D
shares. The conversion period for dividend reinvestment shares is
modified as described under "Purchase of Shares -- Deferred Sales
Charge Alternatives -- Class B and Class C Shares -- Conversion of
Class B Shares to Class D Shares".
Class C: Class C shares of a Portfolio do not incur a sales charge when they
are purchased, but they are subject to an ongoing account maintenance
fee of 0.25% of the Portfolio's average net assets attributable to
Class C shares and an ongoing distribution fee of 0.75% of the
Portfolio's average net assets attributable to Class C shares in the
case of the Fundamental Value, Global Opportunity and Growth
Opportunity Portfolios or 0.55% of the Portfolio's average net assets
attributable to Class C shares in the case of the Quality Bond and
U.S. Government Securities Portfolios. Class C shares are also subject
to a CDSC if they are redeemed within one year of purchase. Although
Class C shares are subject to a 1.0% CDSC for only one year (as
compared to four years for Class B), Class C shares have no conversion
feature and, accordingly, an investor that purchases Class C shares
will be subject to distribution fees that will be imposed on Class C
shares for an indefinite period subject to annual approval by the
Program's Board of Directors and regulatory limitations.
Class D: Class D shares of a Portfolio incur an initial sales charge when they
are purchased and are subject to an ongoing account maintenance fee of
0.25% of the Portfolio's average net assets attributable to Class D
shares. Class D shares are not subject to an ongoing distribution fee
or any CDSC when they are redeemed. Purchases of $1,000,000 or more
may not be subject to an initial sales charge, but if the initial
sales charge is waived, such purchases will be subject to a CDSC of
1.0% if the shares are redeemed within one year after purchase. The
schedule of initial sales charges and reductions for Class D shares
for each Portfolio is the same as the schedule for Class A shares of
that Portfolio. Class D shares also will be issued upon conversion of
Class B shares as described above under "Class B". See "Purchase of
Shares -- Initial Sales Charge Alternatives -- Class A and Class D
Shares".
13
<PAGE>
The following is a discussion of the factors that investors should consider
in determining the method of purchasing shares under the Merrill Lynch Select
PricingSM System that the investor believes is most beneficial under his
particular circumstances.
Initial Sales Charge Alternatives. Investors who prefer an initial sales
charge alternative may elect to purchase Class D shares or, if an eligible
investor, Class A shares. Investors choosing the initial sales charge
alternative 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. Investors qualifying for significantly reduced
initial sales charges may find the initial sales charge alternative
particularly attractive because similar sales charge reductions are not
available with respect to the deferred sales charges imposed in connection with
purchases of Class B or Class C shares. Investors not qualifying for reduced
initial sales charges who expect to maintain their investment for an extended
period of time also may elect to purchase Class A or Class D shares, because
over time the accumulated ongoing account maintenance and distribution fees on
Class B or Class C shares may exceed the initial sales charge on Class A
shares, or may exceed the initial sales charge plus the accumulated ongoing
account maintenance fee on Class D shares. Although some investors that
previously purchased Class A shares may no longer be eligible to purchase Class
A shares of other MLAM-advised mutual funds, those previously purchased Class A
shares, together with Class B, Class C and Class D share holdings, will count
toward a right of accumulation which may qualify the investor for reduced
initial sales charges on new initial sales charge purchases. In addition, the
ongoing Class B and Class C account maintenance and distribution fees will
cause Class B and Class C shares to have higher expense ratios, pay lower
dividends and have lower total returns than the initial sales charge shares.
The ongoing Class D account maintenance fees will cause Class D shares to have
a higher expense ratio, pay lower dividends and have a lower total return than
Class A shares.
Deferred Sales Charge Alternatives. Because no initial sales charges are
deducted at the time of 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 who do not qualify for a 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 of a Portfolio will be converted
into Class D shares of the same Portfolio after a conversion period of
approximately eight years for the Fundamental Value, Global Opportunity and
Growth Opportunity Portfolios or ten years for the Quality Bond and U.S.
Government Securities Portfolios, and thereafter investors will be subject to
lower ongoing fees.
Certain investors may elect to purchase Class B shares if they determine it
to be most advantageous to have all their funds invested initially and intend
to hold their shares for an extended period of time. Investors in Class B
shares should take into account whether they intend to redeem their shares
within the CDSC period and, if not, whether they intend to remain invested
until the end of the conversion period and thereby take advantage of the
reduction in ongoing fees resulting from the conversion into Class D shares.
Other investors, however, may elect to purchase Class C shares if they
determine that it is advantageous to have all their assets invested initially
and they are uncertain as to the length of time they intend to hold their
assets in MLAM-advised mutual funds. Although Class C shareholders are subject
to a shorter CDSC period at a lower rate, they forgo the Class B conversion
feature, making their investment subject to account maintenance and
distribution fees for an indefinite period of time. In addition, while both
Class B and Class C distribution fees are subject to the limitations on asset-
based sales charges imposed by the NASD, the Class B distribution fees are
further limited under a voluntary waiver of asset-based sales charges. See
"Purchase of Shares--Limitations on the Payment of Deferred Sales Charges".
14
<PAGE>
FINANCIAL HIGHLIGHTS
(UNAUDITED)
The financial information in the tables below is unaudited. Financial
statements for each of the Portfolios for the period February 1, 1995
(commencement of operations) to March 31, 1995, are included in the Statement
of Additional Information. Information is not provided for Growth Opportunity
Portfolio since it had not commenced operations as of March 31, 1995.
The following per share data and ratios have been derived from information
provided in the financial statements.
<TABLE>
<CAPTION>
FUNDAMENTAL VALUE PORTFOLIO
-----------------------------------------------
FOR THE PERIOD FEBRUARY 1, 1995+ TO
MARCH 31, 1995
-----------------------------------------------
CLASS A CLASS B CLASS C CLASS D
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Increase (Decrease) in
Net Asset Value:
PER SHARE OPERATING
PERFORMANCE:
Net asset value, begin-
ning of period......... $10.00 $10.00 $10.00 $10.00
------ ------ ------ ------
Investment income--net.. 0.04 0.01 0.01 0.02
Realized and unrealized
gain on investments--
net.................... 0.40 0.41 0.41 0.41
------ ------ ------ ------
Total from investment
operations............. 0.44 0.42 0.42 0.43
------ ------ ------ ------
Net asset value, end of
period................. $10.44 $10.42 $10.42 $10.43
====== ====== ====== ======
TOTAL INVESTMENT
RETURN:**
Based on net asset value
per share.............. 4.40%++ 4.20%++ 4.20%++ 4.30%++
====== ====== ====== ======
RATIOS TO AVERAGE NET
ASSETS:
Expenses, excluding
account maintenance and
distribution fees and
net of reimbursement... 1.71%* 1.27%* 1.28%* 1.29%*
====== ====== ====== ======
Expenses, net of
reimbursement.......... 1.71%* 2.27%* 2.28%* 1.54%*
====== ====== ====== ======
Expenses................ 2.73%* 3.05%* 3.03%* 2.32%*
====== ====== ====== ======
Investment income--net.. 2.68%* 1.73%* 1.69%* 2.45%*
====== ====== ====== ======
SUPPLEMENTAL DATA:
Net assets, end of
period (in thousands).. $2,124 $5,459 $1,177 $ 681
====== ====== ====== ======
Portfolio turnover...... 0.00% 0.00% 0.00% 0.00%
====== ====== ====== ======
</TABLE>
--------
* Annualized.
** Total investment returns exclude the effects of sales loads.
+ Commencement of operations.
++ Aggregate total investment return.
15
<PAGE>
<TABLE>
<CAPTION>
QUALITY BOND PORTFOLIO
-----------------------------------------------
FOR THE PERIOD FEBRUARY 1, 1995+
TO MARCH 31, 1995
-----------------------------------------------
CLASS A CLASS B CLASS C CLASS D
-------- -------- -------- --------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSET VALUE:
PER SHARE OPERATING
PERFORMANCE:
Net asset value, begin-
ning of period......... $10.00 $10.00 $10.00 $10.00
------ ------ ------ ------
Investment income--net.. 0.09 0.08 0.08 0.09
Realized and unrealized
gain (loss) on invest-
ments--net............. 0.00 (0.01) (0.01) (0.01)
------ ------ ------ ------
Total from investment
operations............. 0.09 0.07 0.07 0.08
------ ------ ------ ------
Less dividends from in-
vestment income--net... (0.09) (0.08) (0.08) (0.09)
------ ------ ------ ------
Net asset value, end of
period................. $10.00 $ 9.99 $ 9.99 $ 9.99
====== ====== ====== ======
TOTAL INVESTMENT
RETURN:**
Based on net asset value
per share.............. 0.99%++ 0.68%++ 0.67%++ 0.76%++
====== ====== ====== ======
RATIOS TO AVERAGE NET
ASSETS:
Expenses, excluding
account maintenance and
distribution fees and
net of reimbursement... 0.00%* 0.03%* 0.04%* 0.00%*
====== ====== ====== ======
Expenses, net of
reimbursement.......... 0.00%* 0.78%* 0.84%* 0.24%*
====== ====== ====== ======
Expenses................ 4.37%* 4.37%* 4.31%* 4.09%*
====== ====== ====== ======
Investment income--net.. 5.67%* 4.96%* 4.89%* 5.48%*
====== ====== ====== ======
SUPPLEMENTAL DATA:
Net assets, end of
period (in thousands).. $2,023 $ 909 $ 238 $ 78
====== ====== ====== ======
Portfolio turnover...... 0.00% 0.00% 0.00% 0.00%
====== ====== ====== ======
</TABLE>
--------
* Annualized.
** Total investment returns exclude the effect of sales loads.
+ Commencement of operations.
++ Aggregate total investment return.
16
<PAGE>
<TABLE>
<CAPTION>
US GOVERNMENT SECURITIES PORTFOLIO
----------------------------------------------------------
FOR THE PERIOD FEBRUARY 1, 1995+ TO MARCH 31, 1995
----------------------------------------------------------
CLASS A CLASS B CLASS C CLASS D
------- ------- ------- -------
<S> <C> <C> <C> <C>
Increase (Decrease) in
Net Asset Value:
PER SHARE OPERATING
PERFORMANCE:
Net asset value, begin-
ning of period........... $10.00 $10.00 $10.00 $10.00
------ ------ ------ ------
Investment income--net.... 0.14 0.13 0.13 0.14
Realized and unrealized
gain on investments--
net...................... 0.17 0.17 0.17 0.18
------ ------ ------ ------
Total from investment
operations............... 0.31 0.30 0.30 0.32
------ ------ ------ ------
Less dividends from in-
vestment income--net..... (0.14) (0.13) (0.13) (0.14)
------ ------ ------ ------
Net asset value, end of
period................... $10.17 $10.17 $10.17 $10.18
====== ====== ====== ======
TOTAL INVESTMENT RETURN:**
Based on net asset value
per share................ 3.10%++ 2.99%++ 2.98%++ 3.17%++
====== ====== ====== ======
RATIOS TO AVERAGE NET
ASSETS:
Expenses, excluding
account maintenance and
distribution fees
and net of
reimbursement............ 0.00%* 0.02%* 0.03%* 0.00%*
====== ====== ====== ======
Expenses, net of
reimbursement............ 0.00%* 0.77%* 0.83%* 0.25%*
====== ====== ====== ======
Expenses.................. 3.35%* 3.87%* 4.14%* 3.40%*
====== ====== ====== ======
Investment income--net.... 8.40%* 7.53%* 7.53%* 8.16%*
====== ====== ====== ======
SUPPLEMENTAL DATA:
Net assets, end of
period (in thousands).... $5,151 $ 754 $ 183 $ 44
====== ====== ====== ======
Portfolio turnover........ 0.49% 0.49% 0.49% 0.49%
====== ====== ====== ======
</TABLE>
--------
* Annualized.
** Total investment returns exclude the effects of sales loads.
+ Commencement of operations.
++ Aggregate total investment return.
17
<PAGE>
<TABLE>
<CAPTION>
GLOBAL OPPORTUNITY PORTFOLIO
----------------------------------------------------------
FOR THE PERIOD FEBRUARY 1, 1995+ TO MARCH 31, 1995
----------------------------------------------------------
CLASS A CLASS B CLASS C CLASS D
------- ------- ------- -------
<S> <C> <C> <C> <C>
Increase (Decrease) in
Net Asset Value:
PER SHARE OPERATING
PERFORMANCE:
Net asset value, begin-
ning of period......... $10.00 $10.00 $10.00 $10.00
------ ------ ------ ------
Investment income--net.. 0.06 0.02 0.02 0.03
Realized and unrealized
gain on investments--
net.................... 0.03 0.05 0.05 0.05
------ ------ ------ ------
Total from investment
operations............. 0.09 0.07 0.07 0.08
------ ------ ------ ------
Net asset value, end of
period................. $10.09 $10.07 $10.07 $10.08
====== ====== ====== ======
TOTAL INVESTMENT
RETURN:**
Based on net asset value
per share.............. 0.90%++ 0.70%++ 0.70%++ 0.80%++
====== ====== ====== ======
RATIOS TO AVERAGE NET
ASSETS:
Expenses, excluding
account maintenance and
distribution fees and
net of reimbursement... 1.79%* 1.48%* 1.50%* 1.48%*
====== ====== ====== ======
Expenses, net of
reimbursement.......... 1.79%* 2.48%* 2.50%* 1.73%*
====== ====== ====== ======
Expenses................ 3.06%* 3.85%* 3.83%* 3.06%*
====== ====== ====== ======
Investment income--net.. 3.76%* 3.33%* 3.44%* 4.10%*
====== ====== ====== ======
SUPPLEMENTAL DATA:
Net assets, end of
period (in thousands).. $8,107 $4,129 $ 717 $ 335
====== ====== ====== ======
Portfolio turnover...... 4.80% 4.80% 4.80% 4.80%
====== ====== ====== ======
</TABLE>
--------
* Annualized.
** Total investment returns exclude the effects of sales loads.
+ Commencement of operations.
++ Aggregate total investment return.
18
<PAGE>
RISK FACTORS AND SPECIAL CONSIDERATIONS
Investment in Fixed Income Securities. All of the Portfolios are authorized
to invest in fixed income securities. To the extent a portfolio invests in
fixed income securities, the net asset value of its shares will be affected by
changes in the general level of interest rates. Typically, when interest rates
decline, the value of a portfolio of fixed income securities can be expected to
rise. Conversely, when interest rates rise typically the value of a portfolio
of fixed income securities can be expected to decline. See "Other Investment
Policies and Practices of the Portfolios--Investments in Debt Securities".
Investments in Foreign Securities. The Fundamental Value Portfolio may invest
up to 30% of its total assets, the Growth Opportunity Portfolio may invest up
to 20% of its total assets and the Global Opportunity Portfolio may invest
without limitation, in the securities of foreign issuers. Investments in
securities of foreign entities and securities denominated in foreign currencies
involve risks not typically involved in domestic investment, including
fluctuations in foreign exchange rates, future foreign political and economic
developments, and the possible imposition of exchange controls or other foreign
or U.S. governmental laws or restrictions applicable to such investments. Since
the Fundamental Value, Global Opportunity and Growth Opportunity Portfolios 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
investments in the portfolio and the unrealized appreciation or depreciation of
investments insofar as U.S. investors are concerned. Changes in foreign
currency exchange rates relative to the U.S. dollar will affect the U.S. dollar
value of the Fundamental Value, Global Opportunity and Growth Opportunity
Portfolios' assets denominated in those currencies and the corresponding
Portfolio's yield on such assets. Foreign currency exchange rates are
determined by forces of supply and demand on the foreign exchange markets.
These forces are, in turn, affected by the international balance of payments
and other economic and financial conditions, government intervention,
speculation, and other factors. Moreover, individual foreign economies may
differ favorably or unfavorably from the U.S. economy in such respects as
growth of gross national product, rate of inflation, capital reinvestment,
resources, self-sufficiency and balance of payments position.
With respect to certain foreign countries, there is the possibility of
expropriation of assets, confiscatory taxation, political or social instability
or diplomatic developments which could affect investment in those countries.
There may be less publicly available information about a foreign financial
instrument than about a U.S. instrument, and foreign entities may not be
subject to accounting, auditing and financial reporting standards and
requirements comparable to those to which U.S. entities are subject. Foreign
financial markets, while growing in volume, generally have substantially less
volume than U.S. markets, and securities of many foreign companies are less
liquid and their prices more volatile than securities of comparable domestic
companies. Foreign markets also have different clearance and settlement
procedures and in certain markets there have been times when settlements have
been unable to keep pace with the volume of securities transactions, making it
difficult to conduct such transactions. Delays in settlement could result in
temporary periods when assets of the Fundamental Value, Global Opportunity or
Growth Opportunity Portfolios are uninvested and no return is earned thereon.
The inability of a Portfolio to make intended security purchases due to
settlement problems could cause that Portfolio to miss attractive investment
opportunities. Inability to dispose of securities in a Portfolio due to
settlement problems could result either in losses to that Portfolio due to
subsequent declines in value of the portfolio securities or, if the Portfolio
has entered into a contract to sell the security, could result in possible
liability to the purchaser. Costs associated with transactions in foreign
securities generally are higher than costs associated with transactions in U.S.
securities. There is
19
<PAGE>
generally less government supervision and regulation of exchanges, financial
institutions and issuers in foreign countries than there is in the United
States.
The operating expense ratios of the Fundamental Value, Global Opportunity and
Growth Opportunity Portfolios can be expected to be higher than those of an
investment company investing exclusively in U.S. securities because the
expenses of each Portfolio, such as custodial costs, may be higher.
Dividends and interest received by the Global Opportunity Portfolio and, to a
lesser extent, the Fundamental Value and Growth Opportunity Portfolios, 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. Where their participation in such Portfolios is in an
IRA, shareholders will generally not be able to credit or deduct such taxes in
computing their taxable incomes. See "Taxes".
International Investing in Countries with Smaller Capital Markets. The risks
associated with investments in foreign securities discussed above are often
heightened for investments in small capital markets.
There may be less publicly available information about an issuer in a smaller
capital market than would be available about a U.S. company, and it may not be
subject to accounting, auditing and financial reporting standards and
requirements comparable to those to which U.S. companies are subject. As a
result, traditional investment measurements, such as price/earnings ratios, as
used in the United States, may not be applicable in certain capital markets.
Smaller capital markets, while often growing in trading volume, typically
have substantially less volume than U.S. markets, and securities in many
smaller capital markets are less liquid and their prices may be more volatile
than securities of comparable U.S. companies. Brokerage commissions, custodial
services, and other costs relating to investment in smaller capital markets are
generally more expensive than in the United States. Such markets have different
clearance and settlement procedures, and in certain markets there have been
times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions.
Further, satisfactory custodial services for investment securities may not be
available in some countries having smaller capital markets, which may result in
the Portfolio's incurring additional costs and delays in transporting and
custodying such securities outside such countries. Delays in settlement could
result in temporary periods when assets of the Portfolio are uninvested and no
return is earned thereon. The inability of the Portfolio to make intended
security purchases due to settlement problems could cause the Portfolio to miss
attractive investment opportunities. Inability to dispose of a portfolio
security due to settlement problems could result either in losses to the
Portfolio due to subsequent declines in value of the portfolio security or, if
the Portfolio has entered into a contract to sell the security, could result in
possible liability to the purchaser. There is generally less government
supervision and regulation of exchanges, brokers and issuers in countries
having smaller capital markets than there is in the United States.
As a result, management of the Program may determine that, notwithstanding
otherwise favorable investment criteria, it may not be practicable or
appropriate to invest in a particular country. The Portfolios may invest in
countries in which foreign investors, including management of the Program, have
had no or limited prior experience.
Investments in Lower Rated Securities. The Global Opportunity Portfolio has
established no rating criteria for the fixed income securities in which it may
invest. Securities rated in the medium to lower rating
20
<PAGE>
categories of nationally recognized rating agencies (commonly referred to as
"junk bonds") are predominately speculative with respect to the capacity to pay
interest and repay principal in accordance with the terms of the security and
generally involve a greater volatility of price than securities in higher
rating categories. The Portfolio does not intend to purchase securities that
are in default. See "Other Investment Policies and Practices of the
Portfolios--Investments in Debt Securities".
Derivative Investments. In order to seek to enhance income or to hedge
various portfolio positions, including to hedge against price movements in
markets in which the Portfolios anticipate increasing their exposure, the
Portfolios may invest in certain instruments which may be characterized as
derivative investments. These investments include various types of interest
rate transactions, options and futures. Such investments also may consist of
indexed securities, including inverse securities. The Program has express
limitations on the percentage of its assets that may be committed to certain of
such investments. Other of such investments have no express quantitative
limitations, although they may be made solely for hedging purposes, not for
speculation, and may in some cases require limitations as to the type of
permissible counter-party to the transaction. Interest rate transactions
involve the risk of an imperfect correlation between the index used in the
hedging transactions and that pertaining to the securities which are the
subject of such transactions. Similarly, utilization of options and futures
transactions involves the risk of imperfect correlation in movements in the
price of options and futures and movements in the price of the securities or
interest rates which are the subject of the hedge. Investments in indexed
securities, including inverse securities, subject the Portfolios to the risks
associated with changes in the particular indexes, which may include reduced or
eliminated interest payments and losses of invested principal. An investment in
derivative instruments for the purpose of enhancing income may have certain
speculative characteristics and may increase a Portfolio's volatility. For a
further discussion of the risks associated with these investments, see "Other
Investment Policies and Practices of the Portfolios -- Indexed and Inverse
Securities" "--Portfolio Strategies Involving Options and Futures" and Appendix
A--"Options and Futures Transactions". Management of the Program believes the
above investments are appropriate for the Portfolios.
Non-Diversified Status. The Growth Opportunity Portfolio is classified as a
non-diversified investment company under the Investment Company Act of 1940, as
amended (the "Investment Company Act"), which means that the Portfolio is not
limited by the Investment Company Act in the proportion of its assets that may
be invested in the obligations of a single issuer. Thus, the Portfolio may
invest a greater proportion of its assets in the securities of a smaller number
of issuers and, as a result, will be subject to greater risk of loss with
respect to its portfolio securities. The Portfolio, however, intends to comply
with the diversification requirements imposed by the Internal Revenue Code of
1986, as amended (the "Internal Revenue Code"), for qualification as a
regulated investment company. See "Investment Objectives and Policies--Growth
Opportunity Portfolio" and "Additional Information--Taxes".
INVESTMENT OBJECTIVES AND POLICIES
The Program consists of five separate Portfolios: the Fundamental Value
Portfolio, the Quality Bond Portfolio, the U.S. Government Securities
Portfolio, the Global Opportunity Portfolio and the Growth Opportunity
Portfolio, each with its own separate investment objectives. Each of the
Portfolios pursues its investment objectives through separate investment
policies. Set forth below are the specific investment objectives and policies
of each Portfolio, followed by a description of general investment policies
applicable
21
<PAGE>
to some or all of the Portfolios. Management of the Program believes that all
of the Portfolios' investments will be appropriate for the retirement plans and
CBA (R) accounts for which the Program is designed.
FUNDAMENTAL VALUE PORTFOLIO
The Fundamental Value Portfolio seeks capital appreciation and, secondarily,
income by investing in securities, with at least 65% of the Portfolio's assets
being invested in equities. These objectives are fundamental policies of the
Fundamental Value Portfolio and may not be changed without the approval of a
majority of the Portfolio's outstanding voting securities. The Portfolio seeks
special opportunities in securities that the Investment Adviser believes are
undervalued and therefore represent investment value, including securities that
are selling at a discount, either from book value or historical price-earnings
ratios, or seem capable of recovering from temporarily out-of-favor
considerations. Particular emphasis is placed on securities which provide an
above-average dividend return and sell at a below-average price-earnings ratio.
There can be no assurance that the objectives of the Fundamental Value
Portfolio will be achieved.
Investment emphasis is on equities, primarily common stock and, to a lesser
extent, securities convertible into common stocks. The Fundamental Value
Portfolio also may invest in preferred stocks and non-convertible debt
securities. The Portfolio may invest up to 30% of its total assets, taken at
market value at the time of acquisition, in the securities of foreign issuers.
See "Other Investment Policies and Practices of the Portfolios" below for
additional investment policies applicable to the Fundamental Value Portfolio.
QUALITY BOND PORTFOLIO
The Quality Bond Portfolio seeks a high level of current income through
investment in a diversified portfolio of debt obligations, such as corporate
bonds and notes, convertible securities, preferred stocks and governmental
obligations. The Portfolio will invest primarily in securities rated in the top
three rating categories (typically "A" or better) of a nationally recognized
rating agency such as Moody's, S&P or Fitch, or in securities that possess, in
the judgment of the Investment Adviser, similar credit characteristics. This
objective is a fundamental policy of the Quality Bond Portfolio and may not be
changed without the approval of a majority of the Portfolio's outstanding
voting securities. The credit risk of the Portfolio should be minimized by the
quality of the bonds in which it will invest, but the long maturities that
typically provide the best yields will subject the Portfolio to possible
substantial price changes resulting from market yield fluctuations. Portfolio
management strategy will attempt to mitigate adverse price changes and optimize
favorable price changes through active trading that shifts the maturity and/or
quality structure of the Portfolio within the overall investment guidelines.
There can be no assurance that the objectives of the Quality Bond Portfolio
will be achieved.
The Quality Bond Portfolio may continue to hold securities which, after being
purchased by the Portfolio, are downgraded to a rating below the top three
rating categories of a nationally recognized rating agency as well as any
unrated securities which, in the Investment Adviser's judgment, have suffered a
similar decline in quality.
The securities in the Quality Bond Portfolio will be varied from time to time
depending upon the judgment of management as to prevailing conditions in the
economy and the securities markets and the
22
<PAGE>
prospects for interest rate changes among different categories of fixed income
securities. The Portfolio anticipates that under normal circumstances more than
90% of the assets of the Portfolio will be invested in fixed income securities,
including convertible and nonconvertible debt securities and preferred stock.
In addition, as a matter of operating policy, at least 65% of the assets of the
Portfolio will under normal circumstances be invested in corporate bonds. The
remaining assets of the Portfolio may be held in cash or, as described herein,
may be used in connection with hedging transactions in futures contracts,
related options, and options on debt securities, or in connection with non-
hedging transactions in options on debt securities. The Portfolio does not
intend to invest in common stocks, rights or other equity securities.
Transactions in options on debt securities for non-hedging purposes may have
certain speculative characteristics.
See "Other Investment Policies and Practices of the Portfolios" below for
additional investment policies applicable to the Quality Bond Portfolio.
U.S. GOVERNMENT SECURITIES PORTFOLIO
The U.S. Government Securities Portfolio seeks a high current return through
investments in U.S. Government and Government agency securities, including GNMA
mortgage-backed certificates and other mortgage-backed government securities.
This investment objective is a fundamental policy of the Portfolio which may
not be changed without a vote of a majority of the Portfolio's outstanding
voting securities. There can be no assurance that the objectives of the U.S.
Government Securities Portfolio will be achieved.
The securities in which the U.S. Government Securities Portfolio may invest
are marketable securities issued or guaranteed by the U.S. Government, by
various agencies of the U.S. Government and by various instrumentalities which
have been established or sponsored by the U.S. Government ("U.S. Government
securities"). Certain of these obligations, including U.S. Treasury bills,
notes and bonds and securities of GNMA and the Federal Housing Administration
("FHA"), are issued or guaranteed by the U.S. Government and supported by the
full faith and credit of the United States. Other U.S. Government securities
are issued or guaranteed by Federal agencies or government-sponsored
enterprises and are not direct obligations of the United States but involve
sponsorship or guarantees by Government agencies or enterprises. The guarantee
by Federal agencies or government-sponsored enterprises of their securities
does not extend to the Program's shares. These obligations include securities
that are supported by the right of the issuer to borrow from the Treasury, such
as obligations of Federal Home Loan Banks, and securities that are supported
only by the credit of the instrumentality, such as Federal National Mortgage
Association ("FNMA") bonds. Because the U.S. Government is not obligated to
provide support to its instrumentalities, the Portfolio will invest in
obligations issued by these instrumentalities where the Portfolio is satisfied
that the credit risk with respect to the issuers is minimal. In addition, the
Portfolio may invest up to 5% of its assets in obligations issued or guaranteed
by the International Bank for Reconstruction and Development (the "World
Bank").
The Portfolio has authority to invest in all U.S. Government securities. It
is anticipated that under certain circumstances as described below, a
significant portion of its portfolio of U.S. Government securities may consist
of GNMA mortgaged-backed certificates ("GNMA Certificates") and other U.S.
Government securities representing ownership interests in mortgage pools.
The Investment Adviser will effect portfolio transactions without regard to
any holding period if, in its judgment, such transactions are advisable in
light of a change in general market, economic or financial conditions. While
the Portfolio anticipates that its annual turnover rate should not exceed 400%
under
23
<PAGE>
normal conditions, it is impossible to predict portfolio turnover rates. A high
portfolio turnover rate involves correspondingly greater transaction costs in
the form of dealer spreads and brokerage commissions, which are borne directly
by the Portfolio. Such turnover also has certain tax consequences for the
Portfolio.
See "Other Investment Policies and Practices of the Portfolios" below for
additional investment policies applicable to the U.S. Government Securities
Portfolio.
GLOBAL OPPORTUNITY PORTFOLIO
The Global Opportunity Portfolio seeks a high total investment return through
a fully-managed investment policy utilizing United States and foreign equity,
debt and money market securities, the combination of which will be varied from
time to time, both with respect to types of securities and markets, in response
to changing market and economic trends. Total investment return is the
aggregate of capital value changes and income. This objective is a fundamental
policy of the Global Opportunity Portfolio and may not be changed without the
approval of a majority of the Portfolio's outstanding voting securities. There
can be no assurance that the objectives of the Global Opportunity Portfolio
will be achieved.
The Global Opportunity Portfolio will invest in a portfolio of U.S. and
foreign equity, debt and money market securities. The composition of the
portfolio among these securities and markets will be varied from time to time
by the Investment Adviser in response to changing market and economic trends.
This fully managed investment approach provides the Portfolio with the
opportunity to benefit from anticipated shifts in the relative performance of
different types of securities and different capital markets. For example, at
times the Portfolio may emphasize investments in equity securities in
anticipation of significant advances in stock markets and at times may
emphasize debt securities in anticipation of significant declines in interest
rates. Similarly, the Portfolio may emphasize foreign markets in its security
selection when such markets are expected to outperform, in U.S. dollar terms,
the U.S. markets. The Portfolio will seek to identify longer-term structural or
cyclical changes in the various economies and markets of the world which are
expected to benefit certain capital markets and certain securities in those
markets to a greater extent than other investment opportunities.
In determining the allocation of assets among capital markets, the Investment
Adviser will consider, among other factors, the relative valuation, condition
and growth potential of the various economies, including current and
anticipated changes in the rates of economic growth, rates of inflation,
corporate profits, capital reinvestment, resources, self-sufficiency, balance
of payments, governmental deficits or surpluses and other pertinent financial,
social and political factors which may affect such markets. In allocating among
equity, debt and money market securities within each market, the Investment
Adviser also will consider the relative opportunity for capital appreciation of
equity and debt securities, dividend yields, and the level of interest rates
paid on debt securities of various maturities.
While there are no prescribed limits on the geographical allocation of the
Portfolio's assets, the Investment Adviser anticipates that it will invest
primarily in the securities of corporate and governmental issuers domiciled or
located in the U.S., Canada, Western Europe and the Far East. In addition, the
Investment Adviser anticipates that a portion of the Portfolio's assets
normally will be invested in the U.S. securities markets and the other major
capital markets. Under normal conditions, the Portfolio's investments will be
denominated in at least three currencies or multinational currency units.
However, the Portfolio
24
<PAGE>
reserves the right to invest substantially all of its assets in U.S. markets or
U.S. dollar-denominated obligations when market conditions warrant.
Similarly, there are no prescribed limits on the allocation of the
Portfolio's assets among equity, debt and money market securities. Therefore,
at any given time, the Portfolio's assets may be primarily invested in either
equity, debt or money market securities or in any combination thereof. However,
the Investment Adviser anticipates that the Portfolio's holdings generally will
include both equity and debt securities.
The Global Opportunity Portfolio may invest up to 34% of the Portfolio's
assets in debt securities rated below "investment grade" (i.e., Ba or lower by
Moody's or BB or lower by S&P or Fitch) or which possess, in the judgment of
the Investment Adviser, similar credit characteristics. Investment in debt
securities rated in the medium to lower rating categories of a nationally
recognized rating agency or in unrated securities of comparable quality involve
special risks which are described more fully below under "Other Investment
Policies and Practices of the Portfolios--Investments in Debt Securities--
Credit Quality".
See "Other Investment Policies and Practices of the Portfolios" below for
additional investment policies applicable to the Global Opportunity Portfolio.
GROWTH OPPORTUNITY PORTFOLIO
The Growth Opportunity Portfolio seeks long-term growth of capital. The
Portfolio will seek to achieve its investment objective by investing in a
portfolio of equity securities placing particular emphasis on companies that
have exhibited above-average growth rates in earnings. The investment objective
of the Portfolio set forth in the first sentence of this paragraph is a
fundamental policy of the Portfolio which may not be changed without approval
of a majority of the Portfolio's outstanding voting securities.
The Portfolio will give particular emphasis to companies which possess above-
average growth rates in earnings, resulting from a variety of factors
including, but not limited to, above-average growth rates in sales, profit
margin improvement, proprietary or niche products or services, leading market
shares, and underlying strong industry growth. Management of the Portfolio
believes that companies which possess above-average earnings growth frequently
provide the prospect of above-average stock market returns, although such
companies tend to have higher relative stock market valuations. Emphasis also
will be given to companies having medium to large stock market capitalizations
($500 million or more).
Investment emphasis will be on equities, primarily common stocks and, to a
lesser extent, securities convertible into common stocks. The Portfolio also
may invest in nonconvertible preferred stocks and debt securities during
temporary periods as market or economic conditions may warrant. Up to 5% of the
Portfolio's total assets may be invested in debt securities rated below
investment grade (i.e., Ba or lower by Moody's or BB or lower by S&P or Fitch),
or which possess, in the judgment of the Investment Adviser, similar credit
characteristics. See "Other Investment Policies and Practices of the
Portfolios--Investments in Debt Securities--Credit Quality".
The Portfolio may invest up to 20% of its total assets in equity securities
of foreign issuers with the foregoing characteristics. (Purchases of American
Depositary Receipts ("ADRs"), however, will not be subject to this
restriction). The Portfolio may invest in securities of foreign issuers in the
form of ADRs, European Depositary Receipts ("EDRs"), Global Depositary Receipts
("GDRs") or other securities
25
<PAGE>
convertible into securities of foreign issuers. These securities may not
necessarily be denominated in the same currency as the securities into which
they may be converted. ADRs are receipts typically issued by an American bank
or trust company which evidence ownership of underlying securities issued by a
foreign corporation. EDRs are receipts issued in Europe which evidence a
similar ownership arrangement. Generally, ADRs, which are issued in registered
form, are designed for use in the United States securities markets and EDRs,
which are issued in bearer form, are designed for use in European securities
markets. GDRs are tradeable both in the U.S. and Europe and are designed for
use throughout the world.
The Growth Opportunity Portfolio is classified as non-diversified within the
meaning of the Investment Company Act, which means that the Portfolio is not
limited by such Act in the proportion of its assets that it may invest in
securities of a single issuer. The Portfolio's investments will be limited,
however, in order to qualify as a "regulated investment company" for purposes
of the Internal Revenue Code. See "Additional Information--Taxes". To qualify,
the Portfolio will comply with certain requirements, including limiting its
investments so that at the close of each quarter of the taxable year (i) not
more than 25% of the market value of the Portfolio's total assets will be
invested in the securities of a single issuer and (ii) with respect to 50% of
the market value of its total assets, not more than 5% of the market value of
its total assets will be invested in the securities of a single issuer, and the
Portfolio will not own more than 10% of the outstanding voting securities of a
single issuer. A fund which elects to be classified as "diversified" under the
Investment Company Act must satisfy the foregoing 5% and 10% requirements with
respect to 75% of its total assets. To the extent that the Portfolio assumes
large positions in the securities of a small number of issuers, the Portfolio's
net asset value may fluctuate to a greater extent than that of the other
Portfolios or of another diversified company as a result of changes in the
financial condition or in the market's assessment of the issuers, and the
Portfolio may be more susceptible to any single economic, political or
regulatory occurrence than a diversified company.
For purposes of the diversification requirements set forth above with respect
to regulated investment companies, and to the extent required by the
Commission, the Portfolio, as a non-fundamental policy, will consider
securities issued or guaranteed by the government of any one foreign country as
the obligations of a single issuer.
See "Other Investment Policies and Practices of the Portfolios" below for
additional investment policies applicable to the Growth Opportunity Portfolio.
OTHER INVESTMENT POLICIES AND PRACTICES OF THE PORTFOLIOS
Set forth below are additional investment policies applicable to some or all
of the Portfolios.
INVESTMENTS IN EQUITY SECURITIES
The Fundamental Value Portfolio will invest primarily (at least 65% of the
Portfolio's net assets) in equity securities. The Growth Opportunity Portfolio
will also, except during temporary periods as market or economic conditions may
warrant, maintain at least 65% of its total assets invested in equity
securities. A significant portion of the Global Opportunity Portfolio also may
be invested in equity securities. In purchasing equity securities for these
Portfolios, the Investment Adviser will seek to identify the securities of
companies and industry sectors which are expected to provide high total return
relative to alternative equity investments.
26
<PAGE>
These Portfolios generally will seek to invest in securities the Investment
Adviser believes to be undervalued. Undervalued issues include securities
selling at a discount from the price-to-book value ratios and price-earnings
ratios computed with respect to the relevant stock market averages. A Portfolio
also may consider as undervalued securities selling at a discount from their
historic price-to-book value or price-earnings ratios, even though these ratios
may be above the ratios for the stock market averages. Securities offering
dividend yields higher than the yields for the relevant stock market averages
or higher than such securities' historic yield may also be considered to be
undervalued. The Portfolios may also invest in the securities of small and
emerging growth companies when such companies are expected to provide a higher
total return than other equity investments. Such companies are characterized by
rapid historical growth rates, above-average returns on equity or special
investment value in terms of their products or services, research capabilities
or other unique attributes. The Investment Adviser will seek to identify small
and emerging growth companies that possess superior management, marketing
ability, research and product development skills and sound balance sheets.
Investment in the securities of small and emerging growth companies involves
greater risk than investment in larger, more established companies. Such risks
include the fact that securities of small or emerging growth companies may be
subject to more abrupt or erratic market movements than larger, more
established companies or the market average in general. Also, these companies
may have limited product lines, markets or financial resources, or they may be
dependent on a limited management group.
There may be periods when market and economic conditions exist that favor
certain types of tangible assets as compared to other types of investments.
INVESTMENTS IN DEBT SECURITIES
The Quality Bond and U.S. Government Securities Portfolios will invest
primarily in debt securities. A significant portion of the Global Opportunity
Portfolio also may be invested in debt securities. The Growth Opportunity
Portfolio may also invest up to 5% of its total assets in debt securities. The
average maturity of a Portfolio's holdings of debt securities will vary based
on the Investment Adviser's assessment of pertinent economic and market
conditions. As with all debt securities, changes in market yields will affect
the value of such securities. Prices generally increase when interest rates
decline and decrease when interest rates rise. Prices of longer term securities
generally fluctuate more in response to interest rate changes than do shorter
term securities.
The debt securities in which these Portfolios may invest include securities
issued or guaranteed by the U.S. Government and its agencies or
instrumentalities and debt obligations issued by U.S. corporations. Such
securities may include mortgage-backed securities issued or guaranteed by U.S.
governmental entities or by private issuers. In addition, the Fundamental Value
and Global Opportunity Portfolios may invest in debt securities issued by
foreign corporations or issued or guaranteed by foreign governments (including
foreign states, provinces and municipalities), by agencies and
instrumentalities thereof or by international organizations designed or
supported by multiple governmental entities (which are not obligations of the
U.S. Government or foreign governments) to promote economic reconstruction or
development ("supranational entities") such as the World Bank.
27
<PAGE>
GNMA Certificates and Other Mortgage-Backed Government Securities. The U.S.
Government Securities and Global Opportunity Portfolios may invest in GNMA
Certificates and other mortgage-backed government securities. GNMA Certificates
are mortgage-backed securities of the modified pass-through type, which means
that both interest and principal payments (including prepayments) are passed
through monthly to the holder of the Certificate. The National Housing Act
provides that the full faith and credit of the United States is pledged to the
timely payment of principal and interest by GNMA of amounts due on these GNMA
Certificates. Each Certificate evidences an interest in a specific pool of
mortgage loans insured by the FHA or the Farmers Home Administration or
guaranteed by the Veterans Administration ("VA"). GNMA is a wholly-owned
corporate instrumentality of the United States within the Department of Housing
and Urban Development.
The average life of GNMA Certificates varies with the maturities of the
underlying mortgage instruments which have maximum maturities of 30 years. The
average life is likely to be substantially less than the original maturity of
the mortgage pools underlying the securities as a result of prepayments or
refinancing of such mortgages. Such prepayments are passed through to the
registered holder with the regular monthly payments of principal and interest.
In addition, GNMA offers a pass-through security backed by adjustable-rate
mortgages. As prepayment rates vary widely, it is not possible to predict
accurately the average life of a particular pool. The actual yield of each GNMA
Certificate is influenced by the prepayment experience of the mortgage pool
underlying the certificate.
In addition to GNMA Certificates, the U.S. Government Securities and Global
Opportunity Portfolios may invest in mortgage-backed securities issued by FNMA
and by the Federal Home Loan Mortgage Corporation ("FHLMC"). FNMA, a federally-
chartered and privately-owned corporation, issues pass-through securities and
certificates representing an interest in a pool of FNMA pass-through securities
which are guaranteed as to payment of principal and interest by FNMA. FHLMC, a
corporate instrumentality of the United States, issues participation
certificates which represent an interest in mortgages from FHLMC's portfolio
and securities representing an interest in a pool of FHLMC participation
certificates. FHLMC guarantees the timely payment of interest and the ultimate
collection of principal. As is the case with GNMA Certificates, the actual
maturity of and realized yield on particular FNMA and FHLMC mortgage-backed
securities will vary based on the prepayment experience of the underlying pool
of mortgages. Securities guaranteed by FNMA and FHLMC are not backed by the
full faith and credit of the United States.
Mortgage-backed U.S. Government securities typically provide a higher
potential for current income than other types of U.S. Government securities;
however, U.S. Treasury bills, notes and bonds typically provide a higher
potential for capital appreciation than mortgage-backed securities.
Payments of principal of and interest on mortgage-backed securities are made
more frequently than are payments on conventional debt securities. In addition,
holders of mortgage-backed securities may receive unscheduled payments of
principal at any time representing prepayments on the underlying mortgage loans
or financial assets. Such prepayments may usually be made by the related
obligor without penalty. Prepayment rates are affected by changes in prevailing
interest rates and numerous other economic, geographic, social and other
factors. Changes in the rate of prepayments will generally affect the yield to
maturity of the security. Moreover, when the holder of the security attempts to
reinvest prepayments or even the scheduled payments of principal and interest,
it may receive a rate of interest which is higher or lower than the rate on the
mortgage-backed securities originally held. To the extent that mortgage-backed
securities are purchased at a premium, mortgage foreclosures and principal
prepayments may result in a loss to the
28
<PAGE>
extent of the premium paid. If such securities are bought at a discount, both
scheduled payments of principal and unscheduled prepayments will increase
current and total returns of the Portfolio.
Stripped Mortgage-Backed Securities. The U.S. Government Securities and
Global Opportunity Portfolios may invest in stripped mortgage-backed securities
("SMBSs") issued by agencies or instrumentalities of the United States. SMBSs
are derivative multiclass mortgage-backed securities. SMBS arrangements
commonly involve two classes of securities that receive different proportions
of the interest and principal distributions on a pool of mortgage assets. A
common variety of SMBS is where one class (the principal-only or "PO" class)
receives some of the interest and most of the principal from the underlying
assets, while the other class (the interest-only or "IO" class) receives most
of the interest and the remainder of the principal. In the most extreme case,
the IO class receives all of the interest, while the PO class receives all of
the principal. While a Portfolio may purchase securities of a PO class, it is
more likely to purchase the securities of an IO class. The yield to maturity of
an IO class is extremely sensitive to the rate of principal payments (including
prepayments) on the related underlying assets, and a rapid rate of principal
payments in excess of that considered in pricing the securities will have a
material adverse effect on an IO security's yield to maturity. If the
underlying mortgage assets experience greater than anticipated payments of
principal, a Portfolio may fail to recoup fully its initial investment in IOs.
In addition, there are certain types of IOs which represent the interest
portion of a particular class as opposed to the interest portion of the entire
pool. The sensitivity of this type of IO to interest rate fluctuations may be
increased because of the characteristics of the principal portion to which they
relate. As a result of the above factors, the Portfolios generally will
purchase IOs only as a component of so-called "synthetic" securities. This
means that purchases of IOs will be matched with certain purchases of other
securities such as inverse floating rate collateralized mortgage obligations
("CMOs") or fixed rate securities; as interest rates fall, presenting a greater
risk of unanticipated prepayments of principal, the negative effect on the
Portfolio because of its holdings of IOs should be diminished somewhat because
of the increased yield on the inverse floating rate CMOs or the increased
appreciation on the fixed rate securities. IOs and POs of SMBSs are considered
by the staff of the Commission to be illiquid securities and, consequently, as
long as the staff maintains this position, the Portfolio will not invest in IOs
or POs in an amount which, taken together with the Portfolio's other
investments in illiquid securities, exceeds 15% (10% to the extent required by
certain state laws) of the Portfolio's total assets.
Foreign Debt Securities. The obligations of foreign governmental entities
have various kinds of government support and include obligations issued or
guaranteed by foreign governmental entities with taxing power. These
obligations may or may not be supported by the full faith and credit of a
foreign government. The Global Opportunity Portfolio will invest in foreign
government securities of issuers considered stable by the Investment Adviser.
The Investment Adviser does not believe that the credit risk inherent in the
obligations of stable foreign governments is significantly greater than that of
U.S. Government securities.
Portfolio Maturity. Neither the U.S. Government Securities Portfolio nor the
portion of the Global Opportunity or Growth Opportunity Portfolios invested in
debt securities is limited as to the maturities of its portfolio investments.
The Investment Adviser may adjust the average maturity of a Portfolio's
investments from time to time, depending on its assessment of the relative
yields available on securities of different maturities and its assessment of
future interest rate patterns. Thus, at various times the average maturity of
the Portfolio may be relatively short (from under one year to five years, for
example) and at other times may be relatively long (over 10 years, for
example).
29
<PAGE>
Credit Quality. The Quality Bond Portfolio will invest primarily in
securities rated in the top three (typically A or better) rating categories of
a nationally recognized rating agency such as Moody's, S&P or Fitch, or in
securities that possess, in the judgment of the Investment Adviser, similar
credit characteristics.
The Investment Adviser considers the ratings assigned by nationally
recognized rating agencies as one of several factors in its independent credit
analysis of issuers. If a debt security in the Quality Bond Portfolio is
downgraded below A the Investment Adviser will consider factors such as price,
credit risk, market conditions and interest rates and will sell such security
only if, in the Investment Adviser's judgment, it is advantageous to do so.
The Global Opportunity Portfolio is authorized to invest without limitation
and the Growth Opportunity Portfolio is authorized to invest up to 5% of its
total assets in fixed income securities rated below Ba by Moody's or BB by S&P
or Fitch or in unrated securities which, in the Investment Adviser's judgment,
possess similar credit characteristics ("high yield bonds"). The Program's
Board of Directors has adopted a policy that the Global Opportunity Portfolio
will not invest more than 34% of its assets in obligations rated by a
nationally recognized rating agency below investment grade, or in obligations
deemed by the Investment Adviser to possess similar credit characteristics.
Investment in high yield bonds (which are sometimes referred to as "junk"
bonds) involves substantial risk. Investments in high yield bonds will be made
only when, in the judgment of the Investment Adviser, such securities provide
attractive total return potential, relative to the risk of such securities, as
compared to higher quality debt securities. Securities rated BB or lower by S&P
or Fitch or Ba or lower by Moody's are considered by those rating agencies to
have varying degrees of speculative characteristics. Consequently, although
high yield bonds can be expected to provide higher yields, such securities may
be subject to greater market price fluctuations and risk of loss of principal
than lower yielding, higher rated fixed income securities. The Global
Opportunity and Growth Opportunity Portfolios will not invest in debt
securities in the lowest rating categories (CC or lower for S&P or Fitch or Ca
or lower for Moody's) unless the Investment Adviser believes that the financial
condition of the issuer or the protection afforded the particular securities is
stronger than would otherwise be indicated by such low ratings. See Appendix
B-- "Ratings of Corporate Debt Securities" for additional information regarding
high yield bonds.
High yield bonds may be issued by less creditworthy companies or by larger,
highly leveraged companies and are frequently issued in corporate
restructurings such as mergers and leveraged buyouts. Such securities are
particularly vulnerable to adverse changes in the issuer's industry and in
general economic conditions. High yield bonds frequently are junior obligations
of their issuers, so that in the event of the issuer's bankruptcy, claims of
the holders of high yield bonds will be satisfied only after satisfaction of
the claims of senior security holders. While the high yield bonds in which the
Portfolios may invest normally do not include securities which, at the time of
investment, are in default or the issuers of which are in bankruptcy, there can
be no assurance that such events will not occur after the Portfolios purchase a
particular security, in which case the Portfolios may experience losses and
incur costs.
High yield bonds tend to be more volatile than higher rated fixed income
securities so that adverse economic events may have a greater impact on the
prices of high yield bonds than on higher rated fixed income securities. Like
higher rated fixed income securities, high yield bonds are generally purchased
and sold through dealers who make a market in such securities for their own
accounts. However, there are fewer dealers in the high yield bond market which
may be less liquid than the market for higher rated fixed income
30
<PAGE>
securities even under normal economic conditions. Also, there may be
significant disparities in the prices quoted for high yield bonds by various
dealers. Adverse economic conditions or investor perceptions (whether or not
based on economic fundamentals) may impair the liquidity of this market and may
cause the prices the Portfolio receives for its high yield bonds to be reduced,
or the Portfolios may experience difficulty in liquidating a portion of its
portfolio. Under such conditions, judgment may play a greater role in valuing
certain of the Portfolios' securities than in the case of securities trading in
a more liquid market.
INVESTMENTS IN SECURITIES DENOMINATED IN FOREIGN CURRENCIES
The Fundamental Value, Global Opportunity and Growth Opportunity Portfolios
may invest in securities denominated in currencies other than the U.S. dollar.
In selecting securities denominated in foreign currencies, the Investment
Adviser will consider, among other factors, the effect of movement in currency
exchange rates on the U.S. dollar value of such securities. An increase in the
value of a currency will increase the total return to the Portfolio of
securities denominated in such currency. Conversely, a decline in the value of
the currency will reduce the total return. The Investment Adviser may seek to
hedge all or a portion of a Portfolio's foreign securities through the use of
forward foreign currency contracts, currency options, futures contracts and
options thereon or derivative securities. See "Indexed and Inverse Securities"
and "Portfolio Strategies Involving Options and Futures" below and Appendix A
-- "Options and Futures Transactions".
INVESTMENTS IN MONEY MARKET SECURITIES
The Global Opportunity Portfolio may invest a significant portion of its
assets in short-term, high quality debt instruments. In addition, for temporary
or defensive purposes or in anticipation of redemptions, each of the Portfolios
is authorized to invest up to 100% of its assets in such money market
instruments, including obligations of or guaranteed by the U.S. Government or
its instrumentalities or agencies, certificates of deposit, bankers'
acceptances and other bank obligations, commercial paper rated in the highest
category by a nationally recognized rating agency or other fixed income
securities deemed by the Investment Adviser to be consistent with the
objectives of the Portfolio, or the Portfolio may hold its assets in cash. The
obligations of commercial banks may be issued by U.S. banks, foreign branches
of U.S. banks ("Eurodollar" obligations) or U.S. branches of foreign banks
("Yankeedollar" obligations). Except during extraordinary periods, the Growth
Opportunity Portfolio would not expect that such securities or cash held for
redemptions would exceed 20% of its total assets.
WHEN-ISSUED SECURITIES, FORWARD COMMITMENTS AND DELAYED DELIVERY TRANSACTIONS
Each Portfolio may purchase securities on a when-issued or forward commitment
basis and may purchase or sell securities for delayed delivery. These
transactions occur when securities are purchased or sold by a Portfolio with
payment and delivery taking place in the future to secure what is considered an
advantageous yield and price to the Portfolio at the time of entering into the
transaction. Although none of the Portfolios has established limits on the
percentage of its assets that may be committed in connection with such
transactions, each Portfolio will maintain with the Program's custodian a
segregated account of cash, cash equivalents, U.S. Government securities or
other high grade liquid debt or equity securities denominated in U.S. dollars
or non-U.S. currencies in an aggregate amount equal to the amount of the
Portfolio's commitment in connection with such purchase transactions.
31
<PAGE>
STANDBY COMMITMENT AGREEMENTS
Each Portfolio may from time to time enter into standby commitment
agreements. Such agreements commit a Portfolio, for a stated period of time,
to purchase a stated amount of a fixed income security which may be issued and
sold to the Portfolio at the option of the issuer. The price and coupon of the
security is fixed at the time of the commitment. At the time of entering into
the agreement, the Portfolio is paid a commitment fee, regardless of whether
or not the security is ultimately issued, which typically is approximately
0.5% of the aggregate purchase price of the security which the Portfolio has
committed to purchase. A Portfolio will enter into such agreements only for
the purpose of investing in the security underlying the commitment at a yield
and price which is considered advantageous to the Portfolio. None of the
Portfolios will enter into a standby commitment with a remaining term in
excess of 45 days, and each Portfolio will limit its investment in such
commitments so that the aggregate purchase price of the securities subject to
such commitments, together with the value of portfolio securities subject to
legal restrictions on resale, will not exceed 15% (10% to the extent required
by certain state laws) of its total assets taken at the time of acquisition of
such commitment or security. The Portfolio will at all times maintain a
segregated account with its custodian of cash, cash equivalents, U.S.
Government securities or other high grade liquid debt or equity securities
denominated in U.S. dollars or non-U.S. currencies 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, if issued, the value of the security 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
Portfolio 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
reasonably can be expected to be issued, and the value of the security will
thereafter be reflected in the calculation of the related Portfolio'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.
REPURCHASE AGREEMENTS AND PURCHASE AND SALE CONTRACTS
Each Portfolio may invest in securities pursuant to repurchase agreements or
purchase and sale contracts. Repurchase agreements and purchase and sale
contracts may be entered into only with financial institutions which have
capital of at least $50 million or whose obligations are guaranteed by an
entity having capital of at least $50 million. Under such agreements, the
other party agrees, upon entering into the contract with a Portfolio, to
repurchase the security at a mutually agreed upon time and price in a
specified currency, thereby determining the yield during the term of the
agreement. This results in a fixed rate of return insulated from market
fluctuations during such period, although such return may be affected by
currency fluctuations. In the case of repurchase agreements, the prices at
which the trades are conducted do not reflect accrued interest on the
underlying obligation; whereas, in the case of purchase and sale contracts,
the prices take into account accrued interest. Such agreements usually cover
short periods, such as under one week. Repurchase agreements may be construed
to be collateralized loans by the purchaser to the seller secured by the
securities transferred to the purchaser. In the case of a repurchase
agreement, as a purchaser, a Portfolio 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; the
Portfolio does not have the right to seek additional collateral
32
<PAGE>
in the case of purchase and sale contracts. In the event of default by the
seller under a repurchase agreement construed to be a collateralized loan, the
underlying securities are not owned by the Portfolio but only constitute
collateral for the seller's obligation to pay the repurchase price. Therefore,
a Portfolio may suffer time delays and incur costs or possible losses in
connection with disposition of the collateral.
A purchase and sale contract differs from a repurchase agreement in that the
contract arrangements stipulate that the securities are owned by the
Portfolio. In the event of a default under such a repurchase agreement or
under a purchase and sale contract, instead of the contractual fixed rate, the
rate of return to the Portfolio would be dependent upon intervening
fluctuations of the market values of such securities and the accrued interest
on the securities. In such event, the Portfolio 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. A Portfolio may
not invest in repurchase agreements or purchase and sale contracts maturing in
more than seven days if such investments, together with the Portfolio's other
illiquid investments, would exceed 15% (10% to the extent required by certain
state laws) of the Portfolio's total assets.
INDEXED AND INVERSE SECURITIES
The Portfolios may invest in securities whose potential investment return is
based on the change in particular measurements of value or rate (an "index").
As an illustration, the Portfolios may invest in a security that pays interest
and returns principal based on the change in an index of interest rates or of
the value of a precious or industrial metal. Interest and principal payable on
a security may also be based on relative changes among particular indexes. In
addition, the Portfolios may invest in securities whose potential investment
return is inversely based on the change in particular indexes. For example,
the Portfolios may invest in securities that pay a higher rate of interest and
principal when a particular index decreases and pay a lower rate of interest
and principal when the value of the index increases. To the extent that the
Portfolios invest in such types of securities, they will be subject to the
risks associated with changes in the particular indexes, which may include
reduced or eliminated interest payments and losses of invested principal.
Indexed and inverse securities are currently issued by a number of U.S.
governmental agencies such as FHLMC and FNMA, as well as a number of other
financial institutions. To the extent the Portfolios invest in such
instruments, under current market conditions, they most likely will purchase
indexed and inverse securities issued by the above-mentioned U.S. governmental
agencies.
Certain indexed securities, including certain inverse securities, may have
the effect of providing a degree of investment leverage, because they may
increase or decrease in value at a rate that is a multiple of the changes in
applicable indices. As a result, the market value of such securities will
generally be more volatile than the market values of fixed-rate securities.
The Portfolios believe that indexed securities, including inverse securities,
represent flexible portfolio management instruments that may allow the
Portfolios to seek potential investment return, hedge other portfolio
positions, or vary the degree of portfolio leverage relatively efficiently
under different market conditions.
LENDING OF PORTFOLIO SECURITIES
Each Portfolio may from time to time lend securities from its portfolio with
a value not exceeding 33 1/3% of its total assets, to banks, brokers and other
financial institutions and receive collateral in cash or securities issued or
guaranteed by the U.S. Government. Such collateral will be maintained at all
times in an amount equal to at least 100% of the current market value of the
loaned securities. This limitation is a fundamental
33
<PAGE>
policy of each Portfolio, and it may not be changed without the approval of the
holders of a majority of the Portfolio's outstanding voting securities, as
defined in the Investment Company Act. During the period of such a loan, the
Portfolio receives the income on the loaned securities and either receives the
income on the collateral or other compensation, i.e., negotiated loan premium
or fee, for entering into the loan and thereby increases its yield. In the
event that the borrower defaults on its obligation to return borrowed
securities, because of insolvency or otherwise, a Portfolio could experience
delays and costs in gaining access to the collateral and could suffer a loss to
the extent that the value of the collateral falls below the market value of the
borrowed securities.
PORTFOLIO STRATEGIES INVOLVING OPTIONS AND FUTURES
Each Portfolio may engage in various portfolio strategies to seek to increase
its return through the use of listed or over-the-counter ("OTC") options on its
portfolio securities and to hedge its portfolio against adverse movements in
the markets in which it invests. Each Portfolio is authorized to write (i.e.,
sell) covered put and call options on its portfolio securities or securities in
which it anticipates investing and purchase put and call options on securities.
In addition, the Fundamental Value, Global Opportunity and Growth Opportunity
Portfolios may engage in transactions in stock index options, stock index
futures and related options on such futures and may deal in forward foreign
exchange transactions and foreign currency options and futures and related
options on such futures. The Quality Bond, U.S. Government Securities, Global
Opportunity and Growth Opportunity Portfolios may engage in transactions in
interest rate futures and related options on such futures. Each of these
portfolio strategies is described in more detail in "Appendix A--Options and
Futures Transactions" attached to this Prospectus and in the Statement of
Additional Information. Although certain risks are involved in options and
futures transactions (as discussed in the Appendix), the Investment Adviser
believes that, because the Portfolios will (i) write only covered options on
portfolio securities or securities in which they anticipate investing and (ii)
engage in other options and futures transactions only for hedging purposes, the
options and portfolio strategies of the Portfolios will not subject any
Portfolio to the risks frequently associated with the speculative use of
options and futures transactions. While each Portfolio's use of hedging
strategies is intended to reduce the volatility of the net asset value of
shares of that Portfolio, each Portfolio's net asset value will fluctuate.
There can be no assurance that any Portfolio's hedging transactions will be
effective. Furthermore, each Portfolio will only engage in hedging activities
from time to time and may not necessarily be engaging in hedging activities
when movements in the equity or debt markets, interest rates or currency
exchange rates occur.
ILLIQUID SECURITIES
Each Portfolio may invest up to 15% of its total assets in illiquid
securities, although it will limit such investments to 10% of its total assets
to the extent required by state law. Pursuant to that restriction, the
Portfolios may not invest in securities that cannot readily be resold because
of legal or contractual restrictions or which cannot otherwise be marketed,
redeemed, put to the issuer or a third party, or which do not mature within
seven days, or which the Board of Directors of the Program has not determined
to be liquid pursuant to applicable law, if at the time of acquisition more
than 15% (or 10%, if state law so requires) of that Portfolio's total assets,
taken at market value, would be invested in such securities. Securities subject
to this restriction include repurchase agreements maturing in more than seven
days and securities the disposition of which is subject to other legal
restrictions, such as restrictions imposed by the Securities Act of 1933, as
amended (the "Securities Act"), on the resale of securities acquired in certain
private placements. If
34
<PAGE>
registration of these securities under the Securities Act is required, such
registration may not be readily accomplished, and if such securities may be
resold without registration, such resale may be permissible only in limited
quantities. In either event, a Portfolio may not be able to sell these
restricted securities at a time which, in the judgment of the Investment
Adviser, would be most opportune.
Although not a fundamental policy, each Portfolio will include OTC options
and securities underlying such options (to the extent provided under
"Restrictions on OTC Options" in Appendix A hereto) in calculating the amount
of its assets subject to the limitation on restricted securities. No Portfolio
will change or modify this policy prior to the change or modification by the
Commission staff of its positions regarding OTC options.
Notwithstanding the above limitation, each Portfolio may purchase securities
that are not registered under the Securities Act but that can be offered and
sold to "qualified institutional buyers" under Rule 144A under the Securities
Act, provided that the Program's Board of Directors, or the Investment Adviser
pursuant to guidelines adopted by the Board, continuously determines, based on
trading markets for the specific Rule 144A security, that it is liquid. The
Board of Directors, however, will retain oversight and is ultimately
responsible for the liquidity determinations. Since it is not possible to
predict with assurance exactly how this market for restricted securities
offered and sold under Rule 144A will develop, the Board of Directors will
monitor carefully each Portfolio's investments in these securities, focusing on
such factors, among others, as valuation, liquidity and availability of
information. This investment practice could have the effect of increasing the
level of illiquidity in a Portfolio to the extent that qualified institutional
buyers become for a time uninterested in purchasing these securities.
INVESTMENT RESTRICTIONS
Each Portfolio's investment activities are subject to further restrictions
that are described in the Statement of Additional Information. Investment
restrictions and policies which are fundamental policies may not be changed
without the approval of the holders of a majority of a Portfolio's outstanding
voting securities (which for this purpose and under the Investment Company Act
means the lesser of (a) 67% of the shares represented at a meeting at which
more than 50% of the outstanding shares are represented or (b) more than 50% of
the outstanding shares). Among each Portfolio's fundamental policies, a
Portfolio may not invest more than 25% of its assets, taken at market value at
the time of each investment, in the securities of issuers of any particular
industry (excluding the U.S. Government and its agencies or instrumentalities).
Investment restrictions and policies that are non-fundamental policies may be
changed by the Board of Directors without shareholder approval. As a non-
fundamental policy, no Portfolio may borrow amounts in excess of 10% of its
total assets, taken at market value, and then only from banks as a temporary
measure for extraordinary or emergency purposes, such as the redemption of
Portfolio shares. No Portfolio will purchase securities while borrowings exceed
5% of its assets. None of the Portfolios has a present intention to borrow
money in amounts exceeding 5% of its assets.
MANAGEMENT OF THE PROGRAM
BOARD OF DIRECTORS
The Board of Directors of the Program consists of six individuals, five of
whom are not "interested persons" of the Program as defined in the Investment
Company Act. The Directors of the Program are
35
<PAGE>
responsible for the overall supervision of the operations of the Program and
perform the various duties imposed on the directors of investment companies by
the Investment Company Act.
The Directors of the Program are:
Arthur Zeikel*--President of the Investment Adviser and FAM; President and
Director of Princeton Services, Inc. ("Princeton Services"); Executive Vice
President of ML&Co. and Merrill Lynch and Director of Merrill Lynch Funds
Distributor, Inc. (the "Distributor").
Joe Grills--Member of the Committee of Investment of Employee Benefit Assets
of Financial Executives Institute ("CIEBA"); Member of CIEBA's Executive
Committee; Member of the Investment Advisory Committee of the State of New York
Common Retirement Fund; Director, Duke Management Company.
Walter Mintz--Special Limited Partner of Cumberland Associates (an investment
partnership).
Melvin R. Seiden--President of Silbanc Properties, Ltd. (real estate,
investment and consulting).
Stephen B. Swensrud--Principal of Fernwood Associates (financial
consultants).
Harry Woolf--Member of the editorial board, Interdisciplinary Science
Reviews; Director, Alex. Brown Mutual Funds, Advanced Technology Laboratories,
Family Health International and SpaceLabs Medical (medical equipment
manufacturing and marketing).
--------
* Interested person, as defined in the Investment Company Act, of the Program.
MANAGEMENT AND ADVISORY ARRANGEMENTS
MLAM acts as the investment adviser to the Program and provides each
Portfolio with management and investment advisory services. The Investment
Adviser is owned and controlled by ML&Co., a financial services holding company
and the parent of Merrill Lynch. The Investment Adviser or its affiliates act
as investment adviser(s) to more than 130 other registered investment companies
and provide investment advisory services to individuals and institutions. As of
June 30, 1995, the Investment Adviser and its affiliates had a total of
approximately $180.4 billion in investment company and other portfolio assets
under management.
The investment advisory agreement with the Investment Adviser relating to
each Portfolio (each an "Investment Advisory Agreement") provides that, subject
to the direction of the Board of Directors of the Program, the Investment
Adviser is responsible for the actual management of that Portfolio and for the
review of that Portfolio's holdings in light of its own research analysis and
analyses from other relevant sources. The responsibility for making decisions
to buy, sell or hold a particular security rests with the Investment Adviser,
subject to review by the Board of Directors. The Investment Adviser supplies
the portfolio managers for each Portfolio, who consider analyses from various
sources, make the necessary investment decisions and place transactions
accordingly. The Investment Adviser also is obligated to perform certain
administrative and management services for the Program and is required to
provide all the office
36
<PAGE>
space, facilities, equipment and personnel necessary to perform its duties
under each Investment Advisory Agreement. The Investment Adviser has access to
the total securities research, economic research and computer applications
facilities of Merrill Lynch and makes extensive use of these facilities.
Each Portfolio pays the Investment Adviser a monthly fee based on the
average daily value of that Portfolio's net assets at the following annual
rates:
<TABLE>
<CAPTION>
U.S.
FUNDAMENTAL QUALITY GOVERNMENT GLOBAL GROWTH
VALUE BOND SECURITIES OPPORTUNITY OPPORTUNITY
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
----------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
0.65% 0.50% 0.50% 0.75% 0.65%
</TABLE>
Each Investment Advisory Agreement obligates a Portfolio to pay certain
expenses incurred in its operations and a portion of the Program's general
administrative expenses allocated on the basis of the asset size of the
respective Portfolios. Expenses that will be borne directly by the Portfolios
include redemption expenses, expenses of portfolio transactions, shareholder
servicing costs, expenses of registering the shares under Federal and state
securities laws, pricing costs (including the daily calculation of net asset
value), interest, certain taxes, charges of the Custodian and Transfer Agent
and other expenses attributable to a particular Portfolio. Expenses which will
be allocated on the basis of the size of the respective Portfolios include
directors' fees, legal expenses, state franchise taxes, auditing services,
costs of printing proxies, stock certificates, shareholder reports and
prospectuses (except to the extent paid by the Distributor), Securities and
Exchange Commission fees, accounting costs and other expenses properly payable
by the Program and allocable on the basis of the size of the respective
Portfolios. Accounting services are provided for the Portfolios by the
Investment Adviser and the Portfolios reimburse the Investment Adviser for its
costs in connection with such services.
Set forth in the table below is information for each Portfolio pertaining to
the Portfolio's investment advisory arrangements for the fiscal period
February 1, 1995 (commencement of operations) through March 31, 1995:
<TABLE>
<CAPTION>
BASED ON PAYMENT TO
AVERAGE NET INVESTMENT RATIO OF TOTAL EXPENSE, NET OF
ASSETS OF ADVISER FOR REIMBURSEMENT, TO AVERAGE NET ASSETS
MANAGEMENT APPROX. ($) ACCOUNTING -----------------------------------------------
PORTFOLIO(1) FEE $ (1) (IN MILLIONS) SERVICES ($)(2) CLASS A CLASS B CLASS C CLASS D
------------ ---------- ------------- --------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Fundamental Value
Portfolio.............. 5,129 4.9 2,685 1.71% 2.27% 2.28% 1.54%
Quality Bond Portfolio.. 2,068 2.5 3,171 0.00 0.78 0.84 0.24
U.S. Government Securi-
ties Portfolio......... 4,544 5.4 6,130 0.00 0.77 0.83 0.25
Global Opportunity
Portfolio.............. 12,537 10.3 9,234 1.79 2.48 2.50 1.73
</TABLE>
--------
(1) Information is not provided for Growth Opportunity Portfolio because it
commenced operations subsequent to March 31, 1995.
(2) The Investment Adviser waived the payment of a portion of the fee for the
period pursuant to state expense limitations and voluntarily waived the
remainder of the fee and reimbursed the Portfolios for a portion of other
expenses (excluding 12b-1 fees). The Investment Adviser may discontinue or
reduce such waiver of fees and/or assumption of expenses at any time without
notice.
Set forth below is information about the Portfolio Manager for each of the
Program's Portfolios. The Portfolio Manager is the individual who is primarily
responsible for the day to day management of the Portfolio.
Fundamental Value Portfolio--Kevin Rendino. Mr. Rendino has served as Vice
President of the Investment Adviser since December 1993. Prior to that he was
a Senior Research Analyst from 1990 to 1992 and a Corporate Analyst from 1988
to 1990.
37
<PAGE>
Quality Bond Portfolio--Jay C. Harbeck. Mr. Harbeck has served as Vice
President of the Investment Adviser since 1986 and as Portfolio Manager of the
Investment Adviser since 1992.
U.S. Government Securities Portfolio--Gregory Mark Maunz. Mr. Maunz has been
Vice President of the Investment Adviser since 1985 and Portfolio Manager since
1984.
Global Opportunity Portfolio--Joel Heymsfeld. Mr. Heymsfeld has been a Vice
President of the Investment Adviser since 1978.
Growth Opportunity Portfolio--
CODE OF ETHICS
The Board of Directors of the Program has adopted a Code of Ethics under Rule
17j-1 of the Investment Company Act which 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 preclear any
personal securities investment (with limited exceptions, such as government
securities). The preclearance 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 which 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" which prohibit trading by investment personnel of
the Program within periods of trading by any Portfolio of the Program in the
same (or equivalent) security (15 or 30 days depending upon the transaction).
TRANSFER AGENCY SERVICES
Merrill Lynch Financial Data Services, Inc. (the "Transfer Agent"), which is
a wholly-owned subsidiary of ML&Co., acts as the Program's transfer agent
pursuant to a transfer agency, dividend disbursing agency and shareholder
servicing agency agreement (the "Transfer Agency Agreement"). Pursuant to the
Transfer Agency Agreement, 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 Agreement, each Portfolio
pays the Transfer Agent a fee of $11 per Class A and Class D shareholder
account and $14 per Class B and Class C shareholder account and nominal
miscellaneous fees (e.g., account closing fees) and reimburses the Transfer
Agent for out-of-pocket expenses incurred under the Transfer Agency Agreement.
<TABLE>
<CAPTION>
AT MARCH 31, 1995
------------------------------------------
TRANSFER
AGENCY FEE PAID NUMBER OF SHAREHOLDER ACCOUNTS TRANSFER
FEBRUARY 1, 1995* ------------------------------- AGENCY FEE
PORTFOLIO(1) TO MARCH 31, 1995 CLASS A CLASS B CLASS C CLASS D DUE
------------ ----------------- ------- ------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Fundamental Value....... $1,057 28 1,625 483 187 $ 31,877
Quality Bond............ $1,703 8 287 97 28 $ 5,772
U.S. Government
Securities............. $2,847 6 212 60 9 $ 3,973
Global Opportunity...... $1,883 17 1,489 348 105 $ 25,940
</TABLE>
--------
* Commencement of operations.
(1) Information is not provided for Growth Opportunity Portfolio since it
commenced operations subsequent to March 31, 1995.
38
<PAGE>
PURCHASE OF SHARES
The Program offers shares solely to holders of IRAs for which Merrill Lynch
acts as custodian, including individual retirement rollover accounts and SEP-
IRAs and to CBA(R) accounts established pursuant to the Uniform Gifts to
Minors Acts or the Uniform Transfers to Minors Acts (or similar state
statutes). The minimum initial purchase in any Portfolio is $100, and the
minimum subsequent purchase in any Portfolio is $1.
The Distributor, an affiliate of both the Investment Adviser and Merrill
Lynch, acts as the distributor of shares of the Portfolios. Shares of the
Portfolios are offered continuously for sale by the Distributor and other
eligible securities dealers (including Merrill Lynch). Shares of the
Portfolios may be purchased from securities dealers or by mailing a purchase
order directly to the Transfer Agent.
The Program is offering shares of the Portfolios in four classes at a public
offering price equal to the next determined net asset value per share plus
sales charges imposed either at the time of purchase or on a deferred basis
depending upon the class of shares selected by the investor under the Merrill
Lynch Select PricingSM System, as described below. The applicable offering
price for purchase orders is based upon the net asset value of the Portfolio
next determined after receipt of the purchase orders by the Distributor. As to
purchase orders received by securities dealers prior to the close of business
on the New York Stock Exchange (generally, 4:00 P.M., New York time), which
includes orders received after the close of business on the previous day, the
applicable offering price will be based on the net asset value as of 15
minutes after the close of business on the New York Stock Exchange, on the day
the orders are placed with the Distributor, provided the orders are received
by the Distributor prior to 30 minutes after the close of business on the New
York Stock Exchange on that day. If the purchase orders are not received by
the Distributor prior to 30 minutes after the close of business on the New
York Stock Exchange such orders shall be deemed received on the next business
day. The Program or the Distributor may suspend the continuous offering of any
Portfolio'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 the Distributor or the Program.
Neither the Distributor nor the dealers are permitted to withhold placing
orders to benefit themselves by a price change. Merrill Lynch may charge its
customers a processing fee (presently $4.85) to confirm a sale of shares to
such customers. Purchases directly through the Transfer Agent are not subject
to the processing fee.
Each Portfolio issues four classes of shares under the Merrill Lynch Select
PricingSM System, which permits each 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. 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. Investors should determine whether under their particular
circumstances it is more advantageous to incur an initial sales charge or to
have the entire initial purchase price invested in the Portfolio with the
investment thereafter being subject to a CDSC and ongoing distribution fees. A
discussion of the factors that investors should consider in determining the
method of purchasing shares under the Merrill Lynch Select PricingSM System is
set forth under "Merrill Lynch Select PricingSM System" on page 10.
Shareholders considering transferring an IRA or CBA (R) account in which
Program shares are held from Merrill Lynch to another brokerage firm or
financial institution should be aware that shares of the Portfolios
39
<PAGE>
may only be held in a Merrill Lynch custodied IRA or a CBA (R) account
established pursuant to the Uniform Gifts to Minors Acts or Uniform Transfers
to Minors Acts (or similar state statutes). Prior to any such transfer, 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
exchange the shares for shares of another MLAM-advised mutual fund pursuant to
the exchange privilege. It is possible, however, that the firm to which the
account is to be transferred will not take delivery of shares of such fund, in
which case the shareholder would have to redeem these shares (paying any
applicable CDSC) so that the cash proceeds can be transferred or continue to
maintain an IRA or CBA (R) account at Merrill Lynch for those shares.
Cash balances of participants who elect to have such funds automatically
invested in shares of a Portfolio will be invested as follows. Cash balances
arising from the sale of securities held in the IRA account which do not
settle on the day of the transaction (such as most common and preferred stock
transactions) become available to the Program and will be invested in shares
of a Portfolio on the business day following the day that proceeds with
respect thereto are received in the IRA account. Proceeds giving rise to cash
balances from the sale of securities held in the IRA account settling on a
same day basis and from principal repayments on debt securities held in the
account become available to the Program and will be invested in shares of a
Portfolio on the next business day following receipt. Cash balances arising
from dividends or interest payments on securities held in the IRA account or
from a contribution to the IRA account are invested in shares of the
Portfolios on the business day following the date the payment is received in
the IRA account.
Merrill Lynch has advised the Program that it will not charge an annual
account fee upon any IRA or CBA(R) account which is then invested solely in
one or more of the Program's Portfolios or in a money market fund advised by
the Investment Adviser or its affiliates. Merrill Lynch has also advised the
Program that it will not charge an annual account fee upon any IRA which
participates in the Merrill Lynch Asset Builder SM Service, receives
additional contributions of $250 annually and is invested solely in one or
more of the Program's Portfolios or a money market fund advised by the
Investment Adviser or its affiliates. If, however, a shareholder of any of the
Portfolios exchanges any of his or her shares of a Portfolio for shares of
another MLAM-advised mutual fund, Merrill Lynch will reinstate the IRA or
CBA(R) annual account fee, as the case may be. For information about current
IRA fees charged by Merrill Lynch, consult the Merrill Lynch IRA Disclosure
Statement and the Merrill Lynch IRA Custodial Agreement. For information about
current CBA(R) fees charged by Merrill Lynch, consult the Capital Builder(TM)
Account Agreement.
Each Class A, Class B, Class C and Class D share of a Portfolio represents
an identical interest in the same investment portfolio and has the same
rights, except that Class B, Class C and Class D shares bear the expenses of
the ongoing account maintenance 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 deferred sales charges 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, will be imposed directly against those classes and
not against all assets of the Portfolio and, accordingly, such charges will
not affect the net asset value of any other class or have any impact on
investors choosing another sales charge option. Dividends paid by a Portfolio
for each class of shares will be calculated in the same manner at the same
time and will differ only to the extent that account maintenance and
distribution fees and any incremental transfer agency costs relating 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
account maintenance and/or distribution fees are paid.
40
<PAGE>
See "Distribution Plans" below. Each class has different exchange privileges.
See "Shareholder Services--Exchange Privilege". If pursuant to the exchange
privilege, shares of any Portfolio are exchanged for shares of a fund other
than a Portfolio of the Program or a money market fund advised by the
Investment Adviser or its affiliates, then the imposition of the IRA or CBA (R)
annual account fee, as the case may be, may result. For information about
current IRA fees charged by Merrill Lynch, consult the Merrill Lynch IRA
Disclosure Statement and the Merrill Lynch IRA Custodial Agreement. For
information about current CBA (R) fees charged by Merrill Lynch, consult the
Capital Builder (TM) Account Agreement.
Investors should understand that the purpose and function of the initial
sales charges with respect to Class A and Class D shares are the same as those
of the deferred sales charges with respect to Class B and Class C shares in
that the sales charges applicable to each class provide for the financing of
the distribution of the shares of the Program. 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. Investors are
advised that only Class A and Class D shares may be available for purchase
through securities dealers, other than Merrill Lynch, which are eligible to
sell shares.
The following table sets forth a summary of the distribution arrangements for
each class of shares under the Merrill Lynch Select Pricing (SM) System.
FUNDAMENTAL VALUE, GLOBAL OPPORTUNITY AND GROWTH OPPORTUNITY PORTFOLIOS
<TABLE>
<CAPTION>
ACCOUNT
MAINTENANCE DISTRIBUTION
CLASS SALES CHARGE(/1/) FEE FEE CONVERSION FEATURE
---------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
A Maximum 5.25% initial No No No
sales charge(/2/)(/3/)
---------------------------------------------------------------------------------------
B CDSC for a period of up 0.25% 0.75% B shares convert to D shares
to four years, at a automatically after
rate of 4.0% during approximately eight
the first year, years(/4/)
decreasing 1.0%
annually to 0.0%
---------------------------------------------------------------------------------------
C 1.0% CDSC for one year 0.25% 0.75% No
---------------------------------------------------------------------------------------
D Maximum 5.25% initial 0.25% No No
sales charge(/3/)
</TABLE>
--------
(1) Initial sales charges are imposed at the time of purchase as a percentage
of the offering price. CDSCs may be imposed if the redemption occurs within
the applicable CDSC time period. 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.
(2) Offered only to eligible investors. See "Initial Sales Charge
Alternatives -- Class A and Class D Shares -- Eligible Class A Investors".
(3) Reduced for purchases of $25,000 or more. Class A and Class D share
purchases of $1,000,000 or more may not be subject to an initial sales
charge but instead will be subject to a 1.0% CDSC for one year.
(4) The conversion period for dividend reinvestment shares is modified. Also,
Class B shares of the Quality Bond and U.S. Government Securities
Portfolios and certain other MLAM-advised mutual funds into which exchanges
may be made have a ten-year conversion period. If Class B shares of a
Portfolio are exchanged for Class B shares of another Portfolio or MLAM-
advised mutual fund, 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.
41
<PAGE>
QUALITY BOND AND U.S. GOVERNMENT SECURITIES PORTFOLIOS
<TABLE>
<CAPTION>
ACCOUNT
MAINTENANCE DISTRIBUTION
CLASS SALES CHARGE(/1/) FEE FEE CONVERSION FEATURE
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
A Maximum 4.00% initial No No No
sales charge(/2/)(/3/)
----------------------------------------------------------------------------------------
B CDSC for a period of up 0.25% 0.50% B shares convert to D shares
to four years at a rate automatically after
of 4.0% during the first approximately ten
year, decreasing 1.0% years(/4/)
annually to 0.0%
----------------------------------------------------------------------------------------
C 1.0% CDSC for one year 0.25% 0.55% No
----------------------------------------------------------------------------------------
D Maximum 4.00% initial 0.25% No No
sales charge(/3/)
</TABLE>
--------
(1) Initial sales charges are imposed at the time of purchase as a percentage
of the offering price. CDSCs are imposed if the redemption occurs within
the applicable CDSC time period. 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.
(2) Offered only to eligible investors. See "Purchase of Shares -- Initial
Sales Charge Alternatives -- Class A and Class D Shares -- Eligible Class
A Investors".
(3) Reduced for purchases of $25,000 or more. Class A and Class D share
purchases of $1,000,000 or more may not be subject to an initial sales
charge but instead will be subject to a 1.0% CDSC for one year.
(4) The conversion period for dividend reinvestment shares is modified. Also,
Class B shares of the Fundamental Value, Global Opportunity and Growth
Opportunity Portfolios and certain other MLAM-advised mutual funds into
which exchanges may be made have an eight-year conversion period. If Class
B shares of a Portfolio are exchanged for Class B shares of another
Portfolio or MLAM-advised mutual fund, 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.
42
<PAGE>
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.
The public offering price of Class A and Class D shares for purchasers
choosing the initial sales charge alternatives is the next determined net asset
value plus varying sales charges (i.e., sales loads), as set forth below.
<TABLE>
<CAPTION>
FUNDAMENTAL VALUE, GLOBAL OPPORTUNITY
AND GROWTH OPPORTUNITY PORTFOLIOS
--------------------------------------------------
SALES LOAD AS A DISCOUNT TO
SALES LOAD AS A PERCENTAGE* OF SELECTED DEALERS
PERCENTAGE OF THE NET AMOUNT AS A PERCENTAGE OF
AMOUNT OF PURCHASE OFFERING PRICE INVESTED OFFERING PRICE
------------------ --------------- --------------- ------------------
<S> <C> <C> <C>
Less than $25,000........... 5.25% 5.54% 5.00%
$25,000 but less than
$50,000.................... 4.75 4.99 4.50
$50,000 but less than
$100,000................... 4.00 4.17 3.75
$100,000 but less than
$250,000................... 3.00 3.09 2.75
$250,000 but less than
$1,000,000................. 2.00 2.04 1.80
$1,000,000 and over**....... 0.00 0.00 0.00
</TABLE>
<TABLE>
<CAPTION>
QUALITY BOND AND
U.S. GOVERNMENT SECURITIES PORTFOLIOS
-----------------------------------------------------
SALES LOAD AS A DISCOUNT TO
SALES LOAD PERCENTAGE* OF SELECT DEALERS
AS A PERCENTAGE NET AMOUNT AS A PERCENTAGE
AMOUNT OF PURCHASE OF OFFERING PRICE INVESTED OF OFFERING PRICE
------------------ ----------------- ----------------- -----------------
<S> <C> <C> <C>
Less than $25,000........ 4.00% 4.16% 3.75%
$25,000 but less than
$50,000................. 3.75 3.90 3.50
$50,000 but less than
$100,000................ 3.25 3.36 3.00
$100,000 but less than
$250,000................ 2.50 2.56 2.25
$250,000 but less than
$1,000,000.............. 1.50 1.52 1.25
$1,000,000 and more**.... 0.00 0.00 0.00
</TABLE>
--------
* Rounded to the nearest one-hundredth percent.
** Class A and Class D purchases of $1,000,000 or more will be subject to a
CDSC of 1.0% if the shares are redeemed within one year after purchase. The
charge will be assessed on an amount equal to the lesser of the proceeds of
redemption or the cost of the shares being redeemed.
The Distributor may reallow discounts to selected dealers and retain the
balance over such discounts. At times the Distributor may reallow the entire
sales charge to such dealers. Since securities dealers selling Class A and
Class D shares of the Program will receive a concession equal to most of the
sales charge, they may be deemed to be underwriters under the Securities Act.
On February 1, 1995, the Fundamental Value, Quality Bond, U.S. Government
Securities and Global Opportunity Portfolios commenced the public offering of
their Class A and Class D shares. The following
43
<PAGE>
tables set forth information about the number of Class A and Class D shares
sold by each Portfolio for the fiscal period February 1, 1995 (commencement of
operations) through March 31, 1995, the aggregate net proceeds from such sales,
the gross sales charges and the amounts of such charges received by the
Distributor and Merrill Lynch. No CDSCs were paid to the Distributor with
respect to redemption within one year of purchase of Class A or Class D shares
purchased subject to front-end sales charge waivers. Information is not
provided for Growth Opportunity Portfolio since it commenced operations
subsequent to March 31, 1995.
<TABLE>
<CAPTION>
GROSS SALES CHARGES
------------------------------------
NO. OF AGGREGATE PAID TO
CLASS A SHARES NET TOTAL PAID TO MERRILL
PORTFOLIO SOLD PROCEEDS ($) AMOUNT ($) DISTRIBUTOR ($) LYNCH ($)
--------- -------------- ------------ ---------- --------------- ---------
<S> <C> <C> <C> <C> <C>
Fundamental Value....... 202,832 2,028,823 0 0 0
Quality Bond............ 200,189 2,001,884 0 0 0
U.S. Government Securi-
ties................... 500,029 5,000,287 0 0 0
Global Opportunity...... 803,051 8,030,386 0 0 0
<CAPTION>
GROSS SALES CHARGES
------------------------------------
NO. OF AGGREGATE PAID TO
CLASS D SHARES NET TOTAL PAID TO MERRILL
PORTFOLIO SOLD PROCEEDS ($) AMOUNT ($) DISTRIBUTOR ($) LYNCH ($)
--------- -------------- ------------ ---------- --------------- ---------
<S> <C> <C> <C> <C> <C>
Fundamental Value....... 65,494 664,925 12,620 584 12,036
Quality Bond............ 7,735 77,287 1,386 98 1,288
U.S. Government Securi-
ties................... 7,415 75,219 1,708 121 1,587
Global Opportunity...... 32,292 321,679 3,506 166 3,340
</TABLE>
Eligible Class A Investors. 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. Class A shares may be purchased at net asset value by
participants in certain investment programs to which Merrill Lynch Trust
Company provides discretionary trustee services. In addition, Class A shares
are offered at net asset value to ML&Co. and its subsidiaries and their
directors and employees and to members of the Boards of MLAM-advised investment
companies, including the Program. Certain persons who acquired shares of
certain MLAM-advised closed-end funds who wish to reinvest the net proceeds
from a sale of their closed-end fund common shares in shares of the Program
also may purchase Class A shares of a Portfolio if certain conditions set forth
in the Statement of Additional Information are met. For example, Class A shares
of the Program and certain other MLAM-advised mutual funds are offered at net
asset value to shareholders of Merrill Lynch Senior Floating Rate Fund, Inc.
who wish to reinvest the net proceeds from a sale of certain of their shares of
common stock of Merrill Lynch Senior Floating Rate Fund, Inc. in shares of such
funds.
Reduced Initial Sales Charges. No initial sales charges are imposed upon
Class A and Class D shares issued as a result of the automatic reinvestment of
dividends or capital gains distributions. Class A and Class D sales charges
also may be reduced under a Right of Accumulation and a Letter of Intention.
Class A shares are offered at net asset value to certain eligible Class A
investors as set forth above under "Eligible Class A Investors".
Class D shares are offered at net asset value without sales charge to an
investor who has a business relationship with a Merrill Lynch financial
consultant, if certain conditions set forth in the Statement of Additional
Information are met.
44
<PAGE>
Additional information concerning these reduced initial sales charges is set
forth in the Statement of Additional Information.
DEFERRED SALES CHARGE ALTERNATIVES -- 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 MLAM-advised mutual funds.
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. As discussed below, Class B shares are subject to a four year CDSC,
while Class C shares are subject only to a one year 1.0% CDSC. On the other
hand, with respect to the Fundamental Value, Global Opportunity and Growth
Opportunity Portfolios, approximately eight years after Class B shares are
issued, and with respect to the Quality Bond and U.S. Government Securities
Portfolios, approximately ten years after Class B shares are issued, such Class
B shares, together with shares issued upon dividend reinvestment with respect
to those shares, are automatically converted into Class D shares of the same
Portfolio and thereafter will be subject to lower continuing fees. See
"Conversion of Class B Shares to Class D Shares" below. Both Class B and Class
C shares of each of the Portfolios are subject to ongoing account maintenance
and distribution fees as discussed below under "Distribution Plans". The
proceeds from the account maintenance fees are used to compensate Merrill Lynch
for providing continuing account maintenance activities.
Class B and Class C shares of each Portfolio are sold without an initial
sales charge so that the Portfolio will receive the full amount of the
investor's purchase payment. Merrill Lynch compensates its financial
consultants for selling Class B and Class C shares at the time of purchase from
its own funds. See "Distribution Plans" below.
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 the Program in connection with the sale of the Class B and Class C
shares of the Portfolios, such as the payment of compensation to financial
consultants for selling Class B and Class C shares from its own funds. The
combination of the CDSC and the ongoing distribution fee facilitates the
ability of the Program to sell the Class B and Class C shares without a sales
charge being deducted at the time of purchase. Class B shares of a Portfolio
will convert automatically into Class D shares of the same Portfolio
approximately eight years after issuance in the case of the Fundamental Value,
Global Opportunity and Growth Opportunity Portfolios and approximately ten
years after issuance in the case of the Quality Bond and U.S. Government
Securities Portfolios. Class D shares are subject to an account maintenance fee
but no distribution fee. Class B shares of certain MLAM-advised mutual funds
into which exchanges may be made convert into Class D shares automatically
after approximately eight years, and Class B shares of certain other MLAM-
advised mutual funds into which exchanges may be made convert into Class D
shares automatically after approximately ten years. If Class B shares of a
Portfolio are exchanged for Class B shares of another Portfolio or MLAM-advised
mutual fund, the conversion period applicable to 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.
45
<PAGE>
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. Class B shareholders of a Portfolio
exercising the exchange privilege described under "Shareholder Services --
Exchange Privilege" will continue to be subject to that Portfolio'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.
Contingent Deferred Sales Charges -- Class B Shares. Class B shares which 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.
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 or capital gains distributions.
The following table sets forth the rates of the Class B CDSC:
<TABLE>
<CAPTION>
CLASS B CDSC
AS A PERCENTAGE
YEAR SINCE PURCHASE OF DOLLAR AMOUNT
PAYMENT MADE SUBJECT TO CHARGE
------------------- -----------------
<S> <C>
0-1........................................................ 4.00%
1-2........................................................ 3.00
2-3........................................................ 2.00
3-4........................................................ 1.00
4 and thereafter........................................... 0.00
</TABLE>
In determining whether a CDSC is applicable to a redemption, the calculation
will be determined in the manner that results in the lowest possible rate being
charged. Therefore, it will be assumed that the redemption is first of shares
held for over four years or shares acquired pursuant to reinvestment of
dividends or distributions and then of shares held longest during the four-year
period. The charge will not be applied to dollar amounts representing an
increase in the net asset value since the time of purchase. A transfer of
shares from a shareholder's account to another account will be assumed to be
made in the same order as a redemption.
To provide an example, assume an investor purchases 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 through 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 CDSC 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 is waived on redemptions of shares in connection with
certain post-retirement withdrawals from an IRA or following the death or
disability (as defined in the Internal Revenue Code of 1986, as amended) of a
shareholder. Additional information concerning the waiver of the Class B CDSC
is set forth in the Statement of Additional Information.
Contingent Deferred Sales Charges -- Class C Shares. Class C shares which are
redeemed within one year after purchase may be subject to a 1.0% CDSC charged
as a percentage of the dollar amount subject
46
<PAGE>
thereto. The charge will be assessed on an amount equal to the lesser of the
proceeds of redemption or the cost of the shares being redeemed. Accordingly,
no Class C CDSC will be imposed on increases in net asset value above the
initial purchase price. In addition, no Class C CDSC will be assessed on shares
derived from reinvestment of dividends or capital gains distributions.
In determining whether a Class C CDSC is applicable to a redemption, the
calculation will be determined in the manner that results in the lowest
possible rate being charged. Therefore, it will be assumed that the redemption
is first of shares held for over one year or shares acquired pursuant to
reinvestment of dividends or distributions and then of shares held longest
during the one-year period. The charge will not be applied to dollar amounts
representing an increase in the net asset value since the time of purchase. A
transfer of shares from a shareholder's account to another account will be
assumed to be made in the same order as a redemption.
For the fiscal period February 1, 1995 (commencement of operations) through
March 31, 1995, the Distributor received CDSCs from the Portfolios with respect
to redemption of Class B and Class C shares, all of which were paid to Merrill
Lynch, as follows:
<TABLE>
<CAPTION>
CDSCS RECEIVED
BY DISTRIBUTOR ($)
-------------------
PORTFOLIO CLASS B CLASS C
--------- --------- ---------
<S> <C> <C>
Fundamental Value.................................... 148 62
Quality Bond......................................... 41 0
U.S. Government Securities........................... 167 0
Global Opportunity................................... 637 8
</TABLE>
Information is not provided for Growth Opportunity Portfolio since it
commenced operations subsequent to March 31, 1995.
Conversion of Class B Shares to Class D Shares. After approximately eight
years in the case of the Fundamental Value, Global Opportunity and Growth
Opportunity Portfolios and ten years in the case of the Quality Bond and U.S.
Government Securities Portfolios (the "Conversion Period"), Class B shares of a
Portfolio will be converted automatically into Class D shares of the same
Portfolio. Class D shares are subject to an ongoing account maintenance fee of
0.25% of net assets 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 values 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 a Conversion Date the conversion of Class B shares to Class
D shares of a Portfolio 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
Portfolio held in the account on the Conversion Date will be converted to Class
D shares of that Portfolio.
47
<PAGE>
Share certificates for Class B shares of a Portfolio to be converted must be
delivered to the Transfer Agent at least 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 on the next scheduled Conversion
Date after such certificates are delivered.
In general, Class B shares of equity MLAM-advised mutual funds will convert
approximately eight years after initial purchase, and Class B shares of taxable
and tax-exempt fixed income MLAM-advised mutual 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.
DISTRIBUTION PLANS
The Program has adopted separate distribution plans on behalf of each of the
Portfolios 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 Portfolio to the
Distributor with respect to such classes. The Class B and Class C Distribution
Plans provide for the payment of account maintenance fees and distribution
fees, and the Class D Distribution Plan provides for the payment of account
maintenance fees.
The Distribution Plans for Class B, Class C and Class D shares each provide
that the Portfolio pays the Distributor an account maintenance fee relating to
the shares of the relevant class, accrued daily and paid monthly, at the annual
rate of 0.25% of the average daily net assets of the Portfolio 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.
The Distribution Plans for Class B and Class C shares each provide that the
respective Portfolio also pays the Distributor a distribution fee relating to
the shares of the relevant class, accrued daily and paid monthly, (i) at the
annual rate of 0.75% of the average daily net assets attributable to the Class
B and Class C shares of the Fundamental Value, Global Opportunity and Growth
Opportunity Portfolios or (ii) at the annual rates of 0.50% and 0.55% of the
average daily net assets attributable to the Class B and Class C shares,
respectively, of the Quality Bond and U.S. Government Securities Portfolios, 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 the Portfolios, including payments to
financial consultants for selling Class B and Class C shares of that Portfolio.
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 the Portfolios
in that the deferred sales charges provide for the financing of the
distribution of the Portfolio's Class B and Class C shares.
48
<PAGE>
For the period February 1, 1995 (commencement of operations) through March
31, 1995, the Portfolios paid the Distributor the amounts set forth below under
the Plans.
<TABLE>
<CAPTION>
CLASS D
CLASS B DISTRIBUTION CLASS C DISTRIBUTION DISTRIBUTION
PLAN PLAN PLAN
------------------------ ------------------------ ------------
ACCOUNT ACCOUNT ACCOUNT
MAINTENANCE DISTRIBUTION MAINTENANCE DISTRIBUTION MAINTENANCE
PORTFOLIO FEES FEES FEES FEES FEES
--------- ----------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Fundamental Value....... $847 $2,540 $166 $500 $132
Quality Bond............ $111 $ 334 $ 23 $ 68 $ 17
U.S. Government
Securities............. $ 84 $ 253 $ 19 $ 56 $ 14
Global Opportunity...... $768 $2,306 $115 $346 $ 62
</TABLE>
Information is not provided for Growth Opportunity Portfolio since it
commenced operations subsequent to March 31, 1995.
The payments under the Distribution Plans are based upon a percentage of
average daily net assets attributable to the shares regardless of the amount of
expenses incurred, and accordingly, distribution-related revenues from the
Distribution Plans may be more or less than distribution-related expenses.
Information with respect to the distribution-related revenues and expenses is
presented to the Directors 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 accrual basis, revenues consist of
the account maintenance fees, distribution fees, 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, distribution fees and CDSCs,
and the expenses consist of financial consultant compensation.
The table below sets forth information concerning direct cash revenues and
expenses for the period February 1, 1995 (commencement of operations) through
March 31, 1995.
<TABLE>
<CAPTION>
AMOUNT BY WHICH
AMOUNT BY WHICH DIRECT CASH
DIRECT CASH EXPENSES EXCEEDED
REVENUES EXCEEDED DIRECT CASH
DIRECT CASH % OF CLASS B REVENUES AS OF % OF CLASS C
EXPENSES AS OF NET ASSETS AT MARCH 31, NET ASSETS AT
PORTFOLIO MARCH 31 1995 ($) MARCH 31, 1995 1995 ($) MARCH 31, 1995
--------- ----------------- -------------- ----------------- --------------
<S> <C> <C> <C> <C>
Fundamental Value....... 3,535 .06% 4,992 .42%
Quality Bond............ 486 .05% 962 .41%
U.S. Government
Securities............. 503 .07% 734 .40%
Global Opportunity...... 3,712 .09% 3,844 .54%
</TABLE>
Information is not provided for Growth Opportunity Portfolio since it
commenced operations subsequent to March 31, 1995.
49
<PAGE>
The Program has no obligation with respect to distribution and/or account
maintenance-related expenses incurred by the Distributor and Merrill Lynch in
connection with Class B, Class C and Class D shares, and there is no assurance
that the Directors of the Program will approve the continuance of the
Distribution Plans from year to year. However, the Distributor intends to seek
annual continuation of the Distribution Plans. In their review of the
Distribution Plans, the Directors will be asked to take into consideration
expenses incurred in connection with the account maintenance and/or
distribution of each class of shares separately. The initial sales charges, the
account maintenance fee, the distribution fee and/or the CDSCs received with
respect to one class will not be used to subsidize the sale of shares of
another class. Payments of the distribution fee on Class B shares will
terminate upon conversion of those Class B shares into Class D shares as set
forth under "Deferred Sales Charge Alternatives -- Class B and Class C
Shares -- Conversion of Class B Shares to Class D Shares".
LIMITATIONS ON THE PAYMENT OF DEFERRED SALES CHARGES
The maximum sales charge rule in the Rules of Fair Practice of the NASD
imposes a limitation on certain asset-based sales charges such as the
Portfolios' distribution fees and the CDSCs but not the account maintenance
fees. The maximum sales charge rule is applied separately to each Portfolio and
to each class. As applicable to the Portfolios, the maximum sales charge rule
limits the aggregate of distribution fee payments and CDSCs payable by each
Portfolio 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 interest charges at
any time. To the extent payments would exceed the voluntary maximum, the
Portfolio in question will not make further payments of the distribution fee
with respect to Class B shares, and any CDSCs will be paid to the Portfolio
rather than to the Distributor; however, the Portfolio 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 circumstances payment in excess of the amount payable
under the NASD formula will not be made.
REDEMPTION OF SHARES
Distributions from an IRA to a participant prior to the time the participant
reaches age 59 1/2 may subject the participant to income and excise taxes. See
"Taxes". There are no adverse tax consequences resulting from redemptions of
shares of the Portfolios where the redemption proceeds remain in the IRA
account and are otherwise invested. Shareholders should consult their tax
advisers concerning tax consequences resulting from redemptions of shares of
the Portfolios. Shareholders should be aware, however, that redemption of
shares of a Portfolio and reinvestment of the proceeds in shares of another
fund advised by the Investment Adviser or an affiliate may subject the
investor's IRA to an annual IRA account fee or the investor's CBA (R) account to
the annual CBA (R) fee. For information about the current IRA fees charged by
Merrill Lynch, consult the Merrill Lynch IRA Disclosure Statement and the
Merrill Lynch IRA Custodial Agreement. For information about the current CBA (R)
fees charged by Merrill Lynch, consult the Capital Builder (TM) Account
Agreement.
50
<PAGE>
The Program is required to redeem for cash shares of each Portfolio of the
Program at the request of shareholders. The redemption price is the net asset
value per share next determined after the initial receipt by Merrill Lynch of
proper notice of redemption, as described below. If such notice is received by
Merrill Lynch prior to the determination of net asset value (15 minutes after
the close of business on the New York Stock Exchange), the redemption will be
effective on that day and payment generally will be made on the next business
day. If the notice is received after the determination of net asset value on
any day, the redemption will be effective on the next business day and payment
will be made on the second business day after receipt of the notice.
Shareholders liquidating their holdings will receive upon redemption all
dividends reinvested through the date of redemption. Accrued but unpaid
dividends will be paid on the payable date next following the date of
redemption.
Any shareholder may redeem shares of the Portfolios by submitting a written
notice of redemption to Merrill Lynch. Participants in the Program should
contact their Merrill Lynch financial consultant to effect such redemptions.
Redemption requests should not be sent to the Program or to the Transfer Agent.
In the case of an IRA account, the notice must bear the signature of the person
in whose name the IRA is maintained, signed exactly as his or her name appears
on the IRA adoption agreement; and in the case of a CBA (R) account, the notice
must bear the signature of the individual named as custodian for the account.
REINSTATEMENT PRIVILEGE--CLASS A AND CLASS D SHARES
Shareholders who have redeemed their Class A or Class D shares of a Portfolio
have a one-time privilege to reinstate their accounts by purchasing Class A or
Class D shares, as the case may be, of that Portfolio 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. 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. The reinstatement privilege is a one-
time privilege and may be exercised by the Class A or Class D shareholder only
the first time such shareholder makes a redemption.
SHAREHOLDER SERVICES
The Program offers a number of shareholder services and investment plans
designed to facilitate investment in its shares. Full details as to each of
such services, copies of the various plans described below and instructions as
to how to participate in the various services or plans, or how to change
options with respect thereto, can be obtained from the Program by calling the
telephone number on the cover page hereof or from the Distributor or Merrill
Lynch.
Investment Account. A shareholder who maintains his or her account through a
Merrill Lynch-custodied IRA will receive information regarding activity in his
or her Merrill Lynch IRA as part of the Merrill Lynch retirement account
statement. A shareholder who maintains his or her account through the CBA (R)
program will receive information regarding activity in the CBA (R) account as
part of his or her CBA (R) statement. Shareholders also will receive separate
confirmations for each purchase or sale transaction other than reinvestments of
ordinary income dividends and long-term capital gains distributions.
Shareholders considering transferring an IRA or CBA (R) account in which Program
shares are held from Merrill Lynch to
51
<PAGE>
another brokerage firm or financial institution should be aware that Program
shares may only be held in a Merrill Lynch-custodied IRA or a CBA (R) account
established pursuant to the Uniform Gifts to Minors Acts or Uniform Transfers
to Minors Acts (or other similar state statutes). Prior to any such transfer, 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 exchange
the shares for shares of another mutual fund advised by the Investment Adviser
or its affiliates pursuant to the exchange privilege. It is possible, however,
that the firm to which the account is to be transferred will not take delivery
of shares of such fund, and then the shareholder would have to redeem these
shares so that the cash proceeds can be transferred or such shareholder must
continue to maintain a retirement or CBA (R) account at Merrill Lynch for those
shares. In addition, shareholders considering transferring the holdings in
their IRA or CBA (R) account to a Merrill Lynch brokerage account should be
aware that because Program shares may only be held in a Merrill Lynch-custodied
IRA or a CBA (R) account established pursuant to the Uniform Gifts to Minors
Acts or Uniform Transfers to Minors Acts (or other similar state statutes), the
shares will also in this instance have to be redeemed prior to such transfer or
exchanged for another mutual fund advised by the Investment Adviser or its
affiliates.
Exchange Privilege. Shareholders of each Portfolio have an exchange privilege
with each other Portfolio of the Program, with certain money market funds
advised by the Investment Adviser or its affiliates and with certain other
MLAM-advised mutual funds. There is currently no limitation on the number of
times a shareholder may exercise the exchange privilege. The exchange privilege
may be modified or terminated in accordance with the rules of the Commission.
If, however, a shareholder exchanges any of his or her shares of a Portfolio
for shares of another MLAM-advised mutual fund, Merrill Lynch will reinstate
the IRA annual account fee or the CBA (R) account fee, as the case may be. For
information about the current IRA fees charged by Merrill Lynch, consult the
Merrill Lynch IRA Disclosure Statement and the Merrill Lynch IRA Custodial
Agreement. For information about the current CBA (R) fees charged by Merrill
Lynch, consult the Capital Builder (TM) Account Agreement.
Under the Merrill Lynch Select PricingSM System, Class A shareholders may
exchange Class A shares of a Portfolio for Class A shares of a second Portfolio
or MLAM-advised mutual fund if the shareholder holds any Class A shares of the
second Portfolio or fund in his 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 Portfolio or fund. If the Class A shareholder wants to exchange Class A
shares for shares of a second Portfolio or MLAM-advised mutual fund, and the
shareholder does not hold Class A shares of the second Portfolio or fund in his
account at the time of the exchange and is not otherwise eligible to acquire
Class A shares of the second Portfolio or fund, the shareholder will receive
Class D shares of the second Portfolio or fund as a result of the exchange.
Class D shares also may be exchanged for Class A shares of a second Portfolio
or MLAM-advised mutual fund at any time as long as, at the time of the
exchange, the shareholder holds Class A shares of the second Portfolio or fund
in the account in which the exchange is made or is otherwise eligible to
purchase Class A shares of the second Portfolio or fund.
Exchanges of Class A and Class D shares are made on the basis of the relative
net asset values 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 Class A or Class D shares being exchanged and the sales charge payable at
the time of the exchange on the shares being acquired.
52
<PAGE>
Class B, Class C and Class D shares will be exchanged with shares of the same
class of another Portfolio or MLAM-advised mutual fund.
Shares of the Portfolios which are subject to a CDSC will be exchangeable on
the basis of relative net asset value per share without the payment of any CDSC
that might otherwise be due upon redemption of the shares of the Portfolio. For
purposes of computing the CDSC that may be payable upon a disposition of the
shares acquired in the exchange, the holding period for the previously owned
shares of the Portfolio is tacked on to the holding period of the newly
acquired shares of the other Portfolio or fund.
Class A, Class B, Class C and Class D shares also will be exchangeable for
shares of certain MLAM- advised money market funds specifically designated as
available for exchange by holders of Class A, Class B, Class C or Class D
shares. The period of time that Class A, Class B, Class C or Class D shares are
held in a money market fund, however, will not count toward satisfaction of the
holding period requirement for reduction of any CDSC imposed on such shares, if
any, and with respect to Class B shares, toward satisfaction of the Conversion
Period.
Class B shareholders of a Portfolio exercising the exchange privilege will
continue to be subject to the Portfolio's CDSC schedule if such schedule is
higher than the CDSC schedule relating to the new Class B shares. In addition,
Class B shares of a Portfolio acquired through use of the exchange privilege
will be subject to the Portfolio's CDSC schedule if such schedule is higher
than the CDSC schedule relating to the Class B shares of the MLAM-advised
mutual fund from which the exchange has been 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.
MERRILL LYNCH HAS ADVISED THE PROGRAM THAT IT WILL NOT CHARGE AN ANNUAL
ACCOUNT FEE UPON ANY IRA OR CBA (R) ACCOUNT WHICH IS THEN INVESTED SOLELY IN
ONE OR MORE OF THE PROGRAM'S PORTFOLIOS OR A MONEY MARKET FUND ADVISED BY THE
INVESTMENT ADVISER OR ITS AFFILIATES. IN THIS REGARD, EXCHANGE OF PORTFOLIO
SHARES FOR SHARES OF A FUND OTHER THAN A PORTFOLIO OF THE PROGRAM OR A MONEY
MARKET FUND ADVISED BY THE INVESTMENT ADVISER OR ITS AFFILIATES MAY RESULT IN
THE IMPOSITION OF AN ANNUAL IRA OR CBA (R) FEE, AS THE CASE MAY BE. FOR
INFORMATION ABOUT THE CURRENT IRA FEES CHARGED BY MERRILL LYNCH, CONSULT THE
MERRILL LYNCH IRA DISCLOSURE STATEMENT AND THE MERRILL LYNCH IRA CUSTODIAL
AGREEMENT. FOR INFORMATION ABOUT THE CURRENT FEES CHARGED BY MERRILL LYNCH FOR
MAINTAINING A CBA (R) ACCOUNT, CONSULT THE CAPITAL BUILDER (TM) ACCOUNT
AGREEMENT.
For further information, see "Shareholder Services--Exchange Privilege" in
the Statement of Additional Information.
Automatic Reinvestment of Dividends and Capital Gains Distributions. All
dividends and capital gains distributions of a Portfolio are reinvested
automatically in full and fractional shares of that Portfolio, at the net asset
value per share of the respective Portfolio next determined on the ex-dividend
date of such dividend or distribution in the case of the Fundamental Value,
Global Opportunity and Growth Opportunity Portfolios and at the close of
business on the monthly payment date for such dividends and distributions in
the case of the Quality Bond and U.S. Government Securities Portfolios. A
shareholder may, at any time, by written notification to Merrill Lynch, elect
to have subsequent dividends or both dividends and capital gains distributions
held in his or her account as a cash balance rather than reinvested.
53
<PAGE>
Systematic Redemption Plans. At age 59 1/2, a Class A or Class D shareholder
whose shares are held in an IRA account may elect to receive systematic
redemption payments from his or her account in the form of payments by check or
through automatic payment by direct deposit to his or her bank account on
either a monthly or quarterly basis. A Class A or Class D shareholder may elect
to have shares redeemed on a monthly, bimonthly, quarterly, semiannual or
annual basis through the Systematic Redemption Program, subject to certain
conditions. See "Taxes" for consequences of withdrawals from IRA accounts prior
to attaining age 59 1/2.
Automatic Investment Plans. Merrill Lynch offers an automated funding service
which permits regular current year IRA contributions of up to $2,000 per year
to be made to IRAs and an automated investment program which may be used for
automated subsequent purchases of shares of the Program. Investors holding
their Program shares in a CBA(R) account may arrange to have periodic
investments made in shares of the Portfolios in such account in amounts of $100
or more through the CMA(R)/CBA(R) Automated Investment Program.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to policies established by the Board of Directors of the Program, the
Investment Adviser is primarily responsible for the Program's portfolio
decisions and the execution of the Program's portfolio transactions. With
respect to such transactions, the Investment Adviser seeks to obtain the best
results for each Portfolio, taking into account such factors as price
(including the applicable fee, brokerage commission or dealer spread), size of
order, difficulty of execution and operational facilities of the firm involved,
the firm's risk in positioning a block of securities and the provision of
supplemental investment research by the firm. While the Investment Adviser
generally seeks reasonably competitive fees, commissions or spreads, the
Portfolios will not necessarily be paying the lowest fee, commission or spread
available. The Board of Directors of the Program has adopted procedures to
ensure that brokerage transactions with affiliated persons, including the
frequency of such transactions, the receipt of commissions payable and the
selection of the broker effecting the transactions, are fair and reasonable to
the Program's shareholders.
The fixed income securities and certain equity securities in which the
Portfolios will invest are traded in the over-the-counter markets, and where
possible the Portfolios intend to deal directly with the dealers who make
markets in the securities involved, except in those circumstances where better
prices and execution are available elsewhere. Under the Investment Company Act,
except as permitted by exemptive order, persons affiliated with the Program are
prohibited from dealing with any Portfolio as principal in the purchase and
sale of securities. Since transactions in the over-the-counter market usually
involve transactions with dealers acting as principal for their own account,
the Portfolios will not deal with affiliated persons, including Merrill Lynch
and its affiliates, in connection with such transactions. In addition, the
Portfolios may not purchase securities during the existence of any underwriting
syndicate for such securities of which Merrill Lynch is a member except
pursuant to procedures approved by the Board of Directors of the Program which
comply with rules adopted by the Commission. Affiliated persons of the Program
may serve as its broker in over-the-counter transactions conducted on an agency
basis.
No Portfolio has any obligation to deal with any broker or dealer in the
execution of its portfolio transactions. Subject to obtaining the best price
and execution, securities firms, including Merrill Lynch, which provide
supplemental investment research to the Investment Adviser may receive orders
for
54
<PAGE>
transactions by the Portfolios. Information so received is in addition to and
not in lieu of the services required to be performed by the Investment Adviser
under the Investment Advisory Agreement, and the expenses of the Investment
Adviser will not necessarily be reduced as a result of the receipt of such
supplemental information. Supplemental investment research received by the
Investment Adviser also may be used in connection with other investment
advisory accounts of the Investment Adviser and its affiliates. Each Portfolio
will pay brokerage fees to Merrill Lynch in connection with portfolio
transactions executed on its behalf by Merrill Lynch.
The Program anticipates that its brokerage transactions involving securities
of companies 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 are generally higher than in the United States although the
Portfolios will endeavor to achieve the best net results in effecting such
transactions. There is generally less governmental supervision and regulation
of foreign stock exchanges and brokers than in the United States.
PERFORMANCE DATA
From time to time the Program may include each Portfolio's average annual
total return and, in the case of the Quality Bond and U.S. Government
Securities Portfolios, yield for various specified time periods in
advertisements or information furnished to present or prospective shareholders.
Average annual total return and yield are computed separately for each
Portfolio in accordance with formulas specified by the Commission.
Average annual total return quotations for each Portfolio for the specified
periods will be computed by finding the average annual compounded rates of
return (based on net investment income and any 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 will be 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. Dividends paid by a Portfolio with respect to all
shares, to the extent any dividends are paid, will be calculated in the same
manner at the same time on the same day and will be in the same amount, except
that account maintenance and distribution fees and any incremental transfer
agency costs relating to each class of shares will be borne exclusively by that
class. The Portfolios will include performance data for all classes of shares
of the Portfolio in any advertisement or information including performance data
of the Portfolio.
The Program also may quote each Portfolio's total return and aggregate total
return performance data for various specified time periods. Such data will be
calculated substantially as described above, except that (1) the rates of
return calculated will not be average annual rates, but rather, actual annual,
annualized or aggregate rates of return 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 total
return data since the average annual rates of return reflect compounding;
aggregate total return data generally will be higher than average annual total
return data since
55
<PAGE>
the aggregate rates of return reflect compounding over a longer period of time.
In advertisements directed to investors whose purchases are subject to reduced
sales charges in the case of Class A and Class D shares or waiver of the CDSC
in the case of Class B shares, 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 may be
deducted. See "Purchase of Shares". Each Portfolio's total return may be
expressed either as a percentage or as a dollar amount in order to illustrate
the effect of such total return on a hypothetical $1,000 investment in the
Program at the beginning of each specified period.
Yield quotations will be computed based on a 30-day period by dividing (a)
the net income based on the yield of each security earned during the period by
(b) the average daily number of shares outstanding in the Portfolio during the
period that were entitled to receive dividends multiplied by (c) the maximum
offering price/net asset value per share of that Portfolio on the last day of
the period.
The following sets forth the yield for the Class A, Class B, Class C and
Class D shares of the Portfolios indicated for the 30-day period ended March
31, 1995.
<TABLE>
<CAPTION>
PORTFOLIO CLASS A CLASS B CLASS C CLASS D
--------- ------- ------- ------- -------
<S> <C> <C> <C> <C>
Quality Bond.............................. 5.89% 5.39% 5.33% 5.65%
U.S. Government Securities................ 7.84% 7.39% 7.35% 7.59%
</TABLE>
Total return figures and yield figures are based on each Portfolio's
historical performance and are not intended to indicate future performance.
Each Portfolio's total return will vary depending on market conditions, the
securities comprising such Portfolio's holdings, the Portfolio's operating
expenses and the amount of realized and unrealized net capital gains or losses
during the period. The value of an investment in any Portfolio will fluctuate
and an investor's shares, when redeemed, may be worth more or less than their
original cost.
On occasion, a Portfolio may compare its performance to that of the Standard
& Poor's 500 Composite Stock Price Index, the Dow Jones Industrial Average, or
performance data published by Lipper Analytical Services, Inc., Morningstar
Publications, Inc., Money Magazine, U.S. News & World Report, Business Week,
CDA Investment Technology, Inc., Forbes Magazine and Fortune Magazine. As with
other performance data, performance comparisons should not be considered
indicative of the Portfolio's relative performance for any future period.
TAXES
FEDERAL
RICs. The following is a general summary of the treatment of regulated
investment companies ("RICs") and their shareholders under the Internal Revenue
Code of 1986, as amended (the "Code"). The Program intends to qualify the
Growth Opportunity Portfolio and to continue to qualify the other four
Portfolios for the special tax treatment afforded RICs under the Code. If it so
qualifies, each Portfolio (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 which it distributes to Class A, Class B, Class C and Class D
shareholders. If in any taxable year a Portfolio does not qualify as a RIC, all
of its taxable income will be taxed to the Program at corporate rates. The
Program intends to cause each Portfolio to distribute substantially all of such
income.
56
<PAGE>
Dividends paid by a Portfolio from its ordinary income and distributions of a
Portfolio's net realized short-term capital gains (together referred to
hereafter as "ordinary income dividends") are ordinarily taxable to
shareholders as ordinary income. Distributions made from a Portfolio's net
realized long-term capital gains (including long-term gains from certain
transactions in futures and options) ("capital gain dividends") are ordinarily
taxable to shareholders as long-term capital gains, regardless of the length of
time the shareholder has owned Portfolio shares. Distributions in excess of a
Portfolio'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). Dividends are ordinarily taxable to shareholders even though
they are reinvested in additional shares of the Portfolio.
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 the Program or who, to the Program'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.
IRAs. With the exception of CBA (R) accounts established pursuant to the
Uniform Gifts to Minors Acts or the Uniform Transfers to Minors Acts (or
similar state statutes), investment in the Portfolios is limited to
participants in IRAs for which Merrill Lynch acts as passive custodian.
Accordingly, the general description of the tax treatment of RICs as set forth
above is qualified for the IRA participants with respect to the special tax
treatment afforded IRAs under the Code. Under the Code, neither ordinary income
dividends nor capital gain dividends represent current income to shareholders
holding shares through an IRA. Rather, distributions from an IRA will be
taxable as ordinary income at the rate applicable to the participant at the
time of the distribution. Such distributions would include (i) any pre-tax
contributions to the IRA (including pre-tax contributions that have been rolled
over from another IRA or qualified retirement plan), and (ii) dividends
(whether or not such dividends are classified as ordinary income or capital
gain dividends). In addition to ordinary income tax, participants may be
subject to the imposition of excise taxes on any distributed amount, including:
(i) a 10 percent excise tax on any amount withdrawn from an IRA prior to the
participant's attainment of age 59 1/2; and (ii) a 15 percent excise tax on the
amount of any "excess distributions" (generally, amounts in excess of $150,000)
made from the IRA and any other IRA or qualified retirement plan annually.
Under certain limited circumstances (for example, if an individual for whose
benefit an IRA is established engages in any transaction prohibited under
Section 4975 of the Code with respect to such account), the IRA could cease to
be treated as an IRA as of the first day of such taxable year that such
transaction occurred. If an IRA through which a shareholder holds Portfolio
shares becomes ineligible for the special treatment afforded IRAs under the
Code, such shareholder will be treated as having received a distribution on
such first day of the taxable year from the IRA in an amount equal to the fair
market value of all assets in the account. Thus, the shareholder would be taxed
currently on (i) the amount of any pre-tax contributions and previously untaxed
dividends held within the account, and (ii) all ordinary income and capital
gain dividends paid by a Portfolio subsequent to such event, whether such
dividends are received in cash or reinvested in additional shares. These
ordinary income and capital gain dividends also might be subject to state and
local taxes. In the event of IRA disqualification, shareholders also could be
subject to the excise taxes described above. Additionally, IRA disqualification
may subject a nonresident alien shareholder
57
<PAGE>
to a 30% United States withholding tax on ordinary income dividends paid by a
Portfolio unless a reduced rate of withholding or a withholding exemption is
provided under applicable treaty law.
Dividends and interest received by the Global Opportunity Portfolio and, to a
lesser extent, the Fundamental Value and Growth Opportunity Portfolios 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. Because of their participation in an IRA, shareholders
will not be able to credit or deduct such taxes in computing their taxable
incomes. However, in the event of IRA disqualification, as discussed above,
shareholders of the Global Opportunity Portfolio might be entitled to a credit
or deduction with respect to their proportionate shares of foreign taxes paid
by the Portfolio, subject to certain conditions and limitations in the Code, if
the Portfolio is eligible and makes an election with the Internal Revenue
Service. It is unlikely, however, that either the Fundamental Value or the
Growth Opportunity Portfolio will be able to make this election.
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 or administrative action
either prospectively or retroactively.
STATE
Ordinary income and capital gain dividends on RIC shares held in a
disqualified IRA or outside of an IRA also may be subject to state and local
taxes. Certain states exempt from state income taxation dividends paid by RICs
which are derived from interest on United States Government obligations. State
law varies as to whether dividend income attributable to United States
Government obligations is exempt from state income tax. Generally, however,
states exempt from state income taxation dividends on shares held within an
IRA, and commence taxation on such amounts when actually distributed from an
IRA. Such amounts are generally treated as ordinary income.
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 a Portfolio of the Program.
ADDITIONAL INFORMATION
DIVIDENDS AND DISTRIBUTIONS
It is the Program's intention to distribute substantially all of the net
investment income, if any, of each Portfolio. The net investment income of the
Quality Bond and U.S. Government Securities Portfolios is declared as dividends
daily immediately prior to the determination of the net asset value of each
Portfolio on that day. The net investment income of the Quality Bond and U.S.
Government Securities Portfolios for dividend purposes consists of interest and
dividends earned on portfolio securities, less expenses, in each case computed
since the most recent determination of net asset value. Dividends from net
investment income of the Fundamental Value, Global Opportunity and Growth
Opportunity Portfolios will be declared at least annually. All net long-term
and short-term capital gains, if any, including gains from option and futures
contract transactions, will be distributed by each Portfolio at least annually.
The per share dividends on each
58
<PAGE>
class of shares of each Portfolio will be reduced as a result of any account
maintenance, distribution and transfer agency fees applicable to that class.
Dividends and distributions on all Portfolios will be reinvested in additional
full and fractional shares of the Portfolio at net asset value unless the
shareholder elects to receive such dividends as cash in his or her account.
Expenses of each Portfolio including the investment advisory fees, distribution
and account maintenance fees with respect to Class B and Class C shares, and
account maintenance fees with respect to Class D shares, are accrued daily.
Shares will accrue dividends as long as they are issued and outstanding. Shares
are issued and outstanding as of the settlement date of a purchase order to the
settlement date of a redemption order.
Dividends and distributions paid by a Portfolio may be reinvested
automatically in shares of the same Portfolio, at net asset value without a
sales charge. Shareholders may elect in writing to receive any such dividends
or distributions, or both, as cash in their accounts. Dividends and
distributions are, for tax purposes, treated by shareholders as described above
whether they are reinvested in shares of a Portfolio or held in their accounts
as a cash balance.
Certain gains or losses attributable to foreign currency related gains or
losses from certain of the investments of the Global Opportunity Portfolio, and
to a lesser extent, the Fundamental Value and Growth Opportunity Portfolios,
may increase or decrease the amount of such Portfolio's income available for
distribution. If such losses exceed other income during a taxable year, (a) the
related Portfolio would not be able to make any ordinary income dividend
distributions, and (b) distributions made before the losses were realized would
be recharacterized as returns of capital to shareholders, rather than as
ordinary income dividends, reducing each shareholder's tax basis in the
Portfolio shares for Federal income tax purposes. If in any fiscal year the
Fundamental Value, Global Opportunity or Growth Opportunity Portfolio has net
income from certain foreign currency transactions, such income will be
distributed annually.
The per share dividends and distributions on Class B, Class C and Class D
shares will be lower than the per share dividends and distributions on Class A
shares as a result of the effect of the account maintenance, distribution and
higher transfer agency fees applicable with respect to the Class B and Class C
shares and the account maintenance fees with respect to the Class D shares. See
"Additional Information--Determination of Net Asset Value".
DETERMINATION OF NET ASSET VALUE
The net asset value of the shares of each Portfolio is determined once daily
15 minutes after the close of business on the New York Stock Exchange
(generally 4:00 p.m., New York time) on each day during which the New York
Stock Exchange is open for trading and, under certain circumstances, on other
days. 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 net asset
value per share of a Portfolio is computed by dividing the sum of the value of
the securities held by such Portfolio plus any cash or other assets (including
interest and dividends accrued but not yet received) minus all liabilities
(including accrued expenses) by the total number of shares outstanding at such
time, rounded to the nearest cent. Expenses, including the investment advisory
fees payable to the Investment Adviser, are accrued daily. The Program will
employ Merrill Lynch Securities Pricing Service, an affiliate of the Investment
Adviser, to provide certain securities prices for the Portfolios.
59
<PAGE>
Portfolio securities which 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. 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 Directors as
the primary market. Securities traded in the over-the-counter market are valued
at the last available bid price in the over-the-counter market prior to the
time of valuation. When a Portfolio writes a call option, the amount of the
premium received is recorded on the books of the Portfolio as an asset and an
equivalent liability. The amount of the liability is subsequently valued to
reflect the current market value of the option written, based upon the last
sale price in the case of exchange-traded options or, in the case of options
traded in the over-the-counter market, the last asked 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 over-the-counter
market, the last bid price. Securities and assets for which market quotations
are not readily available are valued at fair market value as determined in good
faith by or under the direction of the Board of Directors of the Program.
The Program values corporate debt securities, mortgage-backed securities,
municipal securities, asset-backed securities and other debt securities on the
basis of valuations provided by dealers or by a pricing service which uses
information with respect to transactions in such securities, quotations from
dealers, market transactions in comparable securities, various relationships
between securities and yield to maturity. Portfolio securities (other than
short-term obligations but including listed issues) may be valued on the basis
of prices furnished by one or more pricing services which determine prices for
normal, institutional-size trading units of such securities using market
information, transactions for comparable securities and various relationships
between securities which are generally recognized by institutional traders.
Obligations with remaining maturities of 60 days or less are valued at
amortized cost unless this method no longer produces fair valuations.
The per share net asset value of Class A shares generally will be higher than
the per share net asset value of shares of the other classes, 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 Class D
shares generally will be higher than the per share net asset value of Class B
and Class C shares, reflecting the daily expense accruals of the distribution
and the higher transfer agency fees applicable with respect to Class B and
Class C shares. It is expected, however, that the per share net asset value of
the classes will tend to converge (although not necessarily meet) immediately
after the payment of dividends or distributions which will differ by
approximately the amount of the expense accrual differentials between the
classes.
Option Accounting Principles. When a Portfolio sells an option, an amount
equal to the premium received by the Portfolio is included in that Portfolio's
Statement of Assets and Liabilities as a deferred credit. The amount of such
liability subsequently will be marked-to-market to reflect the current market
value of the option written. If current market value exceeds the premium
received there is an unrealized loss; conversely, if the premium exceeds
current market value there is an unrealized gain. The current market value of a
traded option is the last sale price or, in the absence of a sale, the last
offering price. If an option expires on its stipulated expiration date or if a
Portfolio enters into a closing purchase transaction, the affected Portfolio
will realize a gain (or loss if the cost of a closing purchase transaction
exceeds the premium received
60
<PAGE>
when the option was sold) without regard to any unrealized gain or loss on the
underlying security, and the liability related to such option will be
extinguished. If an option is exercised, the Program will realize a gain or
loss from the sale of the underlying security and the proceeds of sales are
increased by the premium originally received.
ORGANIZATION OF THE PROGRAM
The Program was incorporated under Maryland law on May 12, 1994. The Program
is an open-end management investment company comprised of separate series
("Series"), each of which is a separate portfolio offering shares to selected
groups of purchasers. Each Series is to be managed independently. At the date
of this Prospectus, the Program has authorized capital of 200,000,000 shares of
Common Stock, par value $0.10 per share, of which 125,000,000 shares has been
designated as follows:
<TABLE>
<CAPTION>
SHARES OF SHARES OF SHARES OF SHARES OF
CLASS A CLASS B CLASS C CLASS D
COMMON COMMON COMMON COMMON
PORTFOLIO STOCK STOCK STOCK STOCK
--------- --------- --------- --------- ---------
Fundamental Value....................... 6,250,000 6,250,000 6,250,000 6,250,000
<S> <C> <C> <C> <C>
Quality Bond............................ 6,250,000 6,250,000 6,250,000 6,250,000
U.S. Government Securities.............. 6,250,000 6,250,000 6,250,000 6,250,000
Global Opportunity...................... 6,250,000 6,250,000 6,250,000 6,250,000
Growth Opportunity...................... 6,250,000 6,250,000 6,250,000 6,250,000
</TABLE>
The Program has received an order (the "Order") from the SEC permitting the
issuance and sale of multiple classes of shares, and the Directors of the
Program may classify and reclassify the shares of the Program into additional
Series or classes of common stock at a future date without shareholder
approval. Shares of Class A, Class B, Class C and Class D Common Stock of each
Portfolio represent interests in the same assets of that Portfolio and are
identical in all respects except that Class B, Class C and Class D shares bear
certain expenses related to the account maintenance associated with such
shares, and Class B and Class C shares bear certain expenses related to the
distribution of such shares. Each class has exclusive voting rights with
respect to matters relating to account maintenance and distribution
expenditures, as applicable. See "Purchase of Shares".
Shareholders are entitled to one vote for each full share and to 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. 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 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 Articles of Incorporation
of the Program, cause a meeting of shareholders to be held for the purpose of
voting on the removal of Directors. Also, the Program will be required to call
a special meeting of shareholders of a Series in accordance with the
requirements of the Investment Company Act to seek approval of new management
and advisory arrangements, of a material increase in distribution fees or of a
change in the fundamental policies, objectives or restrictions of a Series.
Except as set forth above, the Directors shall continue to hold office and
appoint successor Directors. Each issued and outstanding share is entitled to
participate equally in dividends and distributions declared by the respective
Series and in net assets of such Series upon liquidation or dissolution
remaining after satisfaction
61
<PAGE>
of outstanding liabilities except that, as noted above, Class B, Class C and
Class D shares of each Series bear certain additional expenses. The obligations
and liabilities of a particular Series are restricted to the assets of that
Series and do not extend to the assets of the Program generally. Shares of each
Series represent an interest only in that Series and not in any other Series of
the Program. The shares of each Series, when issued, will be fully-paid and
non-assessable by the Program.
SHAREHOLDER REPORTS
Only one copy of each shareholder report and certain shareholder
communications will be mailed to each identified shareholder regardless of the
number of accounts such shareholder has. If a shareholder wishes to receive
separate copies of each report and communication for each of the shareholder's
related accounts, the shareholder should notify in writing:
Merrill Lynch Financial Data Services, Inc.
P.O. Box 45289
Jacksonville, FL 32232-5289
The written notification should include the shareholder's name, address, tax
identification number and Merrill Lynch, Pierce, Fenner & Smith Incorporated
and/or mutual fund account numbers. If you have any questions regarding this,
please call your Merrill Lynch financial consultant or Merrill Lynch Financial
Data Services, Inc. at 1-800-637-3863.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be addressed to the Program at the address or
telephone number set forth on the cover page of this Prospectus.
62
<PAGE>
APPENDIX A: OPTIONS AND FUTURES TRANSACTIONS
As described under "Other Investment Policies and Practices of the
Portfolios--Portfolio Strategies Involving Options and Futures", each Portfolio
is authorized to engage in various portfolio management strategies involving
options, futures and options on futures. These strategies are described in
detail below:
Writing Covered Options. Each Portfolio is authorized to write (i.e., sell)
covered call options on the securities in which it may invest and to enter into
closing purchase transactions with respect to certain of such options. A
covered call option is an option where a Portfolio in return for a premium
gives another party a right to buy specified securities owned by the Portfolio
at a specified future date and price set at the time of the contract. The
principal reason for writing call options is to attempt to realize, through the
receipt of premiums, a greater return than would be realized on the securities
alone. By writing covered call options, a Portfolio gives up the opportunity,
while the option is in effect, to profit from any price increase in the
underlying security above the option exercise price. In addition, the
Portfolio's ability to sell the underlying security will be limited while the
option is in effect unless the Portfolio effects a closing purchase
transaction. A closing purchase transaction cancels out the Portfolio's
position as the writer of an option by means of an offsetting purchase of an
identical option prior to the expiration of the option it has written. Covered
call options serve as a partial hedge against the price of the underlying
security declining.
Each Portfolio also may write put options which give the holder of the option
the right to sell the underlying security to the Portfolio at the stated
exercise price. A Portfolio will receive a premium for writing a put option,
which increases the Portfolio's return. The Portfolios write only covered put
options, which means that so long as the Portfolio is obligated as the writer
of the option it will, through its custodian, have deposited and maintained
cash, cash equivalents, U.S. Government securities or other high grade liquid
debt or equity securities denominated in U.S. dollars or non-U.S. currencies
with a securities depository with a value equal to or greater than the exercise
price of the underlying securities. By writing a put, the Portfolio will be
obligated to purchase the underlying security at a price that may be higher
than the market value of that security at the time of exercise for as long as
the option is outstanding. A Portfolio may engage in closing transactions in
order to terminate put options that it has written.
Purchasing Options. Each Portfolio is authorized to purchase put options to
hedge against a decline in the market value of its securities. By buying a put
option, a Portfolio has a right to sell the underlying security at the exercise
price, thus limiting the Portfolio's risk of loss through a decline in the
market value of the security until the put option expires. The amount of any
appreciation in the value of the underlying security will be partially offset
by the amount of the premium paid for the put option and any related
transaction costs. Prior to its expiration, a put option may be sold in a
closing sale transaction, and profit or loss from the sale will depend on
whether the amount received is more or less than the premium paid for the put
option plus the related transaction costs. A closing sale transaction cancels
out the Portfolio's position as the purchaser of an option by means of an
offsetting sale of an identical option prior to the expiration of the option it
has purchased. In certain circumstances, a Portfolio may purchase call options
on securities held in its portfolio on which it has written call options or on
securities which it intends to purchase. A Portfolio will not purchase options
on securities (including stock index options discussed below) if, as a result
of such purchase, the aggregate cost of all outstanding options on securities
held by the Portfolio would exceed 5% of the market value of the Portfolio's
total assets.
63
<PAGE>
Stock Index Options. The Fundamental Value, Global Opportunity and Growth
Opportunity Portfolios are authorized to engage in transactions in stock index
options. These Portfolios may purchase or write put and call options on stock
indexes to hedge against the risks of market-wide stock price movements in the
securities in which either Portfolio invests. Options on indexes are similar to
options on securities, except that on exercise or assignment, the parties to
the contract pay or receive an amount of cash equal to the difference between
the closing value of the index and the exercise price of the option times a
specified multiple. A Portfolio may invest in stock index options based on a
broad market index, e.g., the S&P 500 Index, or on a narrow index representing
an industry or market segment, e.g., the AMEX Oil & Gas Index.
Stock Index Futures and Interest Rate Futures Contracts. The Fundamental
Value, Global Opportunity and Growth Opportunity Portfolios may purchase and
sell stock index futures contracts, and the Quality Bond, Global Opportunity,
U.S. Government Securities and Growth Opportunity Portfolios may purchase and
sell interest rate futures contracts, as a hedge against adverse changes in the
market value of portfolio securities, as described below. Stock index futures
contracts and interest rate futures contracts are herein together referred to
as "futures contracts".
A futures contract is an agreement between two parties which obligates the
purchaser of the futures contract to buy and the seller of a futures contract
to sell a financial instrument for a set price on a future date. The terms of a
futures contract require either actual delivery of the financial instrument
underlying the contract or, in the case of a stock index futures contract, a
cash settlement based upon the difference in value of the index between the
time the contract was entered into and the time of its settlement. The
Fundamental Value, Global Opportunity and Growth Opportunity Portfolios may
effect transactions in stock index futures contracts in connection with the
equity securities in which they invest; the Quality Bond, Global Opportunity,
U.S. Government Securities and Growth Opportunity Portfolios may invest in
interest rate futures contracts in connection with the debt securities in which
they invest. Transactions by a Portfolio in futures contracts are subject to
limitations as described below under "Restrictions on the Use of Futures
Transactions".
The Portfolios may sell futures contracts in anticipation of or during a
market decline to attempt to offset the decrease in market value of such
Portfolio's securities that might otherwise result. When a Portfolio is not
fully invested in the securities markets and anticipates a significant advance,
it may purchase futures in order to gain rapid market exposure. This technique
generally will allow the Portfolios to gain exposure to a market in a manner
which is more efficient than purchasing individual securities and may in part
or entirely offset increases in the cost of securities in such market that the
Portfolio ultimately purchases. As such purchases are made, an equivalent
amount of futures contracts will be terminated by offsetting sales. The Program
does not consider purchases of futures contracts by the Portfolios to be a
speculative practice under these circumstances. It is anticipated that, in a
substantial majority of these transactions, each Portfolio will purchase such
securities upon termination of the long futures position, whether the long
position is the purchase of a futures contract or the purchase of a call option
or the writing of a put option on a future, but under unusual circumstances
(e.g., a Portfolio experiences a significant amount of redemptions), a long
futures position may be terminated without the corresponding purchase of
securities.
Each Portfolio also has authority to purchase and write call and put options
on futures contracts (and, in the case of the Fundamental Value, Global
Opportunity and Growth Opportunity Portfolios, stock indexes) in connection
with its hedging (including anticipatory hedging) activities. Generally, these
strategies are utilized under the same market and market sector conditions
(i.e., conditions relating to specific types of investments) in which a
Portfolio enters into futures transactions. A Portfolio may purchase put
options or
64
<PAGE>
write call options on futures contracts or stock indexes rather than selling
the underlying futures contract in anticipation of a decrease in the market
value of its securities. Similarly, a Portfolio may purchase call options, or
write put options on futures contracts or stock indexes, as a substitute for
the purchase of such futures contract to hedge against the increased cost
resulting from an increase in the market value of securities which the
Portfolio intends to purchase.
Each Portfolio may engage in options and futures transactions on U.S. (and,
in the case of the Fundamental Value, Global Opportunity and Growth Opportunity
Portfolios, foreign) exchanges and in the over-the-counter markets ("OTC
options"). In general, exchange-traded contracts are third-party contracts
(i.e., performance of the parties' obligations is guaranteed by an exchange or
clearing corporation) with standardized strike prices and expiration dates. OTC
options are two-party contracts with prices and terms negotiated by the buyer
and seller. See "Restrictions on OTC Options" below for information as to
restrictions on the use of OTC options.
Foreign Currency Hedging. The Fundamental Value, Global Opportunity and
Growth Opportunity Portfolios are authorized to deal in forward foreign
exchange among currencies of the different countries in which they will invest
and multinational currency units as a hedge against possible variations in the
foreign exchange rates among these currencies. Foreign currency hedging is
accomplished through contractual agreements to purchase or sell a specified
currency at a specified future date (up to one year) and price set at the time
of the contract. The Fundamental Value, Global Opportunity and Growth
Opportunity Portfolios' dealings in forward foreign exchange will be limited to
hedging involving either specific transactions or portfolio positions.
Transaction hedging is the purchase or sale of forward foreign currency with
respect to specific receivables or payables of the Portfolio accruing in
connection with the purchase and sale of its portfolio securities, the sale and
redemption of shares of the Portfolio or the payment of dividends and
distributions by the Portfolio. Position hedging is the sale of forward foreign
currency with respect to portfolio security positions denominated or quoted in
such foreign currency. No Portfolio will speculate in forward foreign exchange.
Hedging against a decline in the value of a currency does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Such transactions also preclude the
opportunity for gain if the value of the hedged currency should rise. Moreover,
it may not be possible for a Portfolio to hedge against a devaluation that is
so generally anticipated that the Portfolio is not able to contract to sell the
currency at a price above the devaluation level it anticipates.
The Fundamental Value, Global Opportunity and Growth Opportunity Portfolios
also are authorized to purchase or sell listed or OTC foreign currency options,
foreign currency futures and related options on foreign currency futures as a
short or long hedge against possible variations in foreign exchange rates. Such
transactions may be effected with respect to hedges on non-U.S. dollar
denominated securities owned by the Portfolio, sold by the Portfolio but not
yet delivered, or committed or anticipated to be purchased by the Portfolio. As
an illustration, a Portfolio may use such techniques to hedge the stated value
in U.S. dollars of an investment in a yen denominated security. In such
circumstances, for example, the Portfolio may purchase a foreign currency put
option enabling it to sell a specified amount of yen for dollars at a specified
price by a
65
<PAGE>
future date. To the extent the hedge is successful, a loss in the value of the
yen relative to the dollar will tend to be offset by an increase in the value
of the put option. To offset, in whole or in part, the cost of acquiring such a
put option, the Portfolio may also sell a call option which, if exercised,
requires it to sell a specified amount of yen for dollars at a specified price
by a future date (a technique called a "straddle"). By selling such call option
in this illustration, the Portfolio gives up the opportunity to profit without
limit from increases in the relative value of the yen to the dollar. The
Investment Adviser believes that "straddles" of the type which may be utilized
by the Fundamental Value, Global Opportunity and Growth Opportunity Portfolios
constitute hedging transactions and are consistent with the policies described
above.
Certain differences exist between these foreign currency hedging instruments.
Foreign currency options provide the holder thereof the right to buy or sell a
currency at a fixed price on a future date. A futures contract on a foreign
currency is an agreement between two parties to buy and sell a specified amount
of a currency for a set price on a future date. Futures contracts and options
on futures contracts are traded on boards of trade or futures exchanges.
Neither the Fundamental Value, the Global Opportunity nor the Growth
Opportunity Portfolio will speculate in foreign currency options, futures or
related options. Accordingly, none of these Portfolios will hedge a currency
substantially in excess of the market value of securities which it has
committed or anticipates to purchase which are denominated in such currency
and, in the case of securities which have been sold by the Portfolio but not
yet delivered, the proceeds thereof in its denominated currency. The
Fundamental Value, Global Opportunity and Growth Opportunity Portfolios each
are limited regarding potential net liabilities from foreign currency options,
futures or related options to no more than 20% of such Portfolio's total
assets.
Restrictions on the Use of Futures Transactions. Regulations of the Commodity
Futures Trading Commission (the "CFTC") applicable to the Portfolios provide
that the futures trading activities described herein will not result in any
Portfolio being deemed a "commodity pool" as defined under such regulations if
each Portfolio adheres to certain restrictions. In particular, a Portfolio may
purchase and sell futures contracts and options thereon (i) for bona fide
hedging purposes and (ii) for non-hedging purposes, if the aggregate initial
margin and premiums required to establish positions in such contracts and
options does not exceed 5% of the liquidation value of the Portfolio's
holdings, after taking into account unrealized profits and unrealized losses on
any such contracts and options. Margin deposits may consist of cash or
securities acceptable to the broker and the relevant contract market.
When a Portfolio purchases a futures contract, or writes a put option or
purchases a call option thereon, an amount of cash and cash equivalents will be
deposited in a segregated account in the name of the Portfolio with the
Program's custodian so that the amount so segregated, plus the amount of
initial and variation margin held in the account of its broker, equals the
market value of the futures contract, thereby ensuring that the use of such
futures contract is unleveraged.
Restrictions on OTC Options. The Portfolios may engage in OTC options,
including OTC stock index options, OTC foreign currency options and options on
foreign currency futures, only with such banks or dealers which have capital of
at least $50 million or whose obligations are guaranteed by an entity having
capital of at least $50 million.
The staff of the SEC has taken the position that purchased OTC options and
the assets used as cover for written OTC options are illiquid securities.
Therefore, each Portfolio has adopted an investment policy
66
<PAGE>
pursuant to which it will not 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 which are held by the
Portfolio, the market value of the underlying securities covered by OTC call
options currently outstanding which were sold by the Portfolio and margin
deposits on the Portfolio's existing OTC options on futures contracts exceed
15% (10% to the extent required by certain state laws) of the total assets of
the Portfolio, taken at market value, together with all other assets of the
Portfolio which are illiquid or are not otherwise readily marketable. However,
if the OTC option is sold by the Portfolio to a primary U.S. Government
securities dealer recognized by the Federal Reserve Bank of New York and if the
Portfolio has the unconditional contractual right to repurchase such OTC option
from the dealer at a predetermined price, then the 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 security minus the option's strike price). The
repurchase price with the primary dealers is typically a formula price which 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 Portfolio and may be amended by the Directors
of the Program without the approval of the Portfolio's shareholders. However,
no Portfolio will change or modify this policy prior to the change or
modification by the SEC staff of its position.
Options on GNMA Certificates. The following information relates to unique
characteristics of options on GNMA Certificates. Since the remaining principal
balance of GNMA Certificates declines each month as a result of mortgage
payments, the U.S. Government Securities Portfolio, as a writer of a GNMA call
holding GNMA Certificates as "cover" to satisfy its delivery obligation in the
event of exercise, may find that the GNMA Certificates it holds no longer have
a sufficient remaining principal balance for this purpose. Should this occur,
the Portfolio will purchase additional GNMA Certificates from the same pool (if
obtainable) or other GNMA Certificates in the cash market in order to maintain
its "cover".
A GNMA Certificate held by the Portfolio to cover an option position in any
but the nearest expiration month may cease to represent cover for the option in
the event of a decline in the GNMA coupon rate at which new pools are
originated under the FHA/VA loan ceiling in effect at any given time. If this
should occur, the Portfolio will no longer be covered, and the Portfolio will
either enter into a closing purchase transaction or replace such Certificate
with a certificate which represents cover. When the Portfolio closes its
position or replaces such Certificate, it may realize an unanticipated loss and
incur transaction costs.
Risk Factors in Options and Futures Transactions. Utilization of options and
futures transactions to hedge a Portfolio involves the risk of imperfect
correlation in movements in the price of options and futures and movements in
the price of the securities or currencies which are the subject of the hedge.
If the price of the options or futures moves more or less than the price of the
hedged securities or currencies, the Portfolio will experience a gain or loss
which will not be completely offset by movements in the price of the subject of
the hedge. The successful use of options and futures also depends on the
Investment Adviser's ability to correctly predict price movements in the market
involved in a particular options or futures transaction. To compensate for
imperfect correlations, the Portfolio may purchase or sell stock index options
or futures contracts in a greater dollar amount than the hedged securities if
the volatility of the hedged securities is historically greater than the
volatility of the stock index options or futures contracts. Conversely, the
Portfolio may purchase or sell fewer stock index options or futures contracts
if the volatility of the price of the hedged securities is historically less
than that of the stock index options or futures contracts. The risk of
imperfect
67
<PAGE>
correlation generally tends to diminish as the maturity date of the stock index
option or futures contract approaches.
The Portfolios intend to enter into options and futures transactions, on an
exchange or in the over-the-counter market, only if there appears to be a
liquid secondary market for such options or futures or, in the case of over-
the-counter transactions, the Investment Adviser believes the Portfolio can
receive on each business day at least two independent bids or offers. However,
there can be no assurance that a liquid secondary market will exist at any
specific time. Thus, it may not be possible to close an options or futures
position. The inability to close options and futures positions also could have
an adverse impact on the Portfolio's ability to hedge effectively its
portfolio. There is also the risk of loss by the Portfolio of margin deposits
or collateral in the event of bankruptcy of a broker with whom the Portfolio
has an open position in an option, a futures contract or related option.
The exchanges on which the Portfolios intend to conduct options transactions
have generally established limitations governing the maximum number of call or
put options on the same underlying security or currency (whether or not
covered) which may be written by a single investor, whether acting alone or in
concert with others (regardless of whether such options are written on the same
or different exchanges or are held or written on one or more accounts or
through one or more brokers). "Trading limits" are imposed on the maximum
number of contracts which any person may trade on a particular trading day. The
Investment Adviser does not believe that these trading and position limits will
have any adverse impact on the portfolio strategies for hedging the Portfolios'
holdings.
68
<PAGE>
APPENDIX B: RATINGS OF CORPORATE DEBT SECURITIES
(INCLUDING MORTGAGE-BACKED AND ASSET-BACKED SECURITIES)
DESCRIPTION OF STANDARD & POOR'S RATINGS GROUP ("STANDARD & POOR'S") CORPORATE
DEBT RATINGS
A Standard & Poor's corporate or municipal rating is a current assessment of
the creditworthiness of an obligor with respect to a specific obligation. This
assessment may take into consideration obligors such as guarantors, insurers,
or lessees.
The debt rating is not a recommendation to purchase, sell or hold a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.
The ratings are based on current information furnished by the issuer or
obtained by Standard & Poor's from other sources it considers reliable.
Standard & Poor's does not perform an audit in connection with any rating and
may, on occasion, rely on unaudited financial information. The ratings may be
changed, suspended or withdrawn as a result of changes in, or unavailability
of, such information, or for other reasons.
The ratings are based, in varying degrees, on the following considerations:
(1) likelihood of default-capacity and willingness of the obligor as to the
timely payment of interest and repayment of principal in accordance with the
terms of the obligation; (2) nature of and provisions of the obligation; and
(3) protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.
<TABLE>
<S> <C>
AAA Debt rated AAA has the highest rating assigned by Standard & Poor's. Capacity
to pay interest and repay principal is extremely strong.
AA Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the highest-rated issues only in small degree.
A Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher-rated categories.
BBB Debt rated BBB is regarded as having an adequate capacity to pay interest and
repay principal. Whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity to pay interest and repay principal for debt in this
category than for debt in higher-rated categories.
Debt rated BB, B, CCC, CC and C is regarded as having predominantly
speculative characteristics with respect to capacity to pay interest and repay
principal. BB indicates the least degree of speculation and C the highest.
While such debt will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or major exposures to adverse
conditions.
BB Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.
</TABLE>
69
<PAGE>
<TABLE>
<S> <C>
B Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness
to pay interest and repay principal. The B rating category is also used for
debt subordinated to senior debt that is assigned an actual or implied BB or
BB- rating.
CCC Debt rated CCC has a currently identifiable vulnerability to default, and is
dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or
implied B or B- rating.
CC The rating CC is typically applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating.
C The rating C typically is applied to debt subordinated to senior debt which is
assigned an actual or implied CCC- debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.
CI The rating CI is reserved for income bonds on which no interest is being paid.
D Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if
the applicable grace period has not expired, unless Standard & Poor's believes
that such payments will be made during such grace period. The D rating also
will be used upon the filing of a bankruptcy petition if debt service payments
are jeopardized.
Plus (+) or
minus (-): The ratings from AA to CCC may be modified by the addition of a plus or minus
sign to show relative standing within the major rating categories.
c The letter c indicates that the holder's option to tender the security for
purchase may be canceled under certain prestated conditions enumerated in the
tender option documents.
L The letter L indicates that the rating pertains to the principal amount of
those bonds to the extent that the underlying deposit collateral is federally
insured and interest is adequately collateralized. In the case of certificates
of deposit, the letter L indicates that the deposit, combined with other
deposits being held in the same right and capacity, will be honored for
principal and accrued pre-default interest up to the federal insurance limits
within 30 days after closing of the insured institution or, in the event that
the deposit is assumed by a successor insured institution, upon maturity.
p The letter p indicates that the rating is provisional. A provisional rating
assumes the successful completion of the project being financed by the debt
being rated and indicates that payment of debt service requirements is largely
or entirely dependent upon the successful and timely completion of the
project. This rating, however, while addressing credit quality subsequent to
completion of the project, makes no comment on the likelihood of, or the risk
of default upon failure of, such completion. The investor should exercise his
own judgment with respect to such likelihood and risk.
* Continuance of the rating is contingent upon Standard & Poor's receipt of an
executed copy of the escrow agreement or closing documentation confirming
investments and cash flows.
N.R. Not rated.
</TABLE>
70
<PAGE>
Debt obligations of issuers outside the United States and its territories
are rated on the same basis as domestic corporate and municipal issues. The
ratings measure the creditworthiness of the obligor but do not take into
account currency exchange and related uncertainties.
Bond Investment Quality Standards: Under present commercial bank regulations
issued by the Comptroller of the Currency, bonds rated in the top four
categories ("AAA", "AA", "A", "BBB", commonly known as "Investment Grade"
ratings) are generally regarded as eligible for bank investment. In addition,
the laws of various states governing legal investments impose certain rating
or other standards for obligations eligible for investment by savings banks,
trust companies, insurance companies and fiduciaries generally.
DESCRIPTION OF STANDARD & POOR'S COMMERCIAL PAPER RATINGS
A Standard & Poor's commercial paper rating is a current assessment of the
likelihood of timely payment of debt considered short-term in the relevant
market. Ratings are graded into several categories, ranging from A-1 for the
highest quality obligations to D for the lowest. These categories are as
follows:
A-1 This highest category indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted with a plus sign (+) designation.
A-2 Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.
A-3 Issues carrying this designation have adequate capacity for timely
payment. They are, however, more vulnerable to the adverse effects of
changes in circumstances than obligations carrying the higher
designations.
B Issues rated B are regarded as having only speculative capacity for timely
payment.
C This rating is assigned to short-term debt obligations with a doubtful
capacity for payment.
D Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due, even
if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period.
A commercial paper rating is not a recommendation to purchase, sell, or hold
a security inasmuch as it does not comment as to market price or suitability
for a particular investor. The ratings are based on current information
furnished to Standard & Poor's by the issuer or obtained by Standard & Poor's
from other sources it considers reliable. Standard & Poor's does not perform
an audit in connection with any rating and may, on occasion, rely on unaudited
financial information. The ratings may be changed, suspended, or withdrawn as
a result of changes in, or unavailability of, such information, or based on
other circumstances.
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC. ("MOODY'S") CORPORATE RATINGS
Aaa Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred
to as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.
71
<PAGE>
Aa Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there
may be other elements present which make the long-term risks appear
somewhat larger than in Aaa securities.
A Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in
the future.
Baa Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics
as well.
Ba Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.
B Bonds which are rated B generally lack characteristics of desirable
investments. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.
Caa Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest.
Ca Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.
C Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.
DESCRIPTION OF MOODY'S COMMERCIAL PAPER RATINGS
The term "commercial paper" as used by Moody's means promissory obligations
not having an original maturity in excess of nine months. Moody's makes no
representations as to whether such commercial paper is by any other definition
"commercial paper" or is exempt from registration under the Securities Act of
1933, as amended.
Moody's Commercial Paper ratings are opinions of the ability of issuers to
repay punctually promissory obligations not having an original maturity in
excess of nine months. Moody's makes no representation that
72
<PAGE>
such obligations are exempt from registration under the Securities Act of 1933,
nor does it represent that any specific note is a valid obligation of a rated
issuer or issued in conformity with any applicable law. Moody's employs the
following three designations, all judged to be investment grade, to indicate
the relative repayment ability of rated issuers.
Issuers rated PRIME-1 (or supporting institutions) have a superior ability
for repayment of short-term promissory obligations. PRIME-1 repayment ability
will often be evidenced by many of the following characteristics:
--Leading market positions in well-established industries.
--High rates of return on funds employed.
--Conservative capitalization structure with moderate reliance on debt and
ample asset protection.
--Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
--Well-established access to a range of financial markets and assured sources
of alternate liquidity.
Issuers rated PRIME-2 (or supporting institutions) have a strong ability for
repayment of short-term promissory obligations. This will normally be evidenced
by many of the characteristics cited above but to a lesser degree. Earnings
trends and coverage ratios, while sound, may be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected
by external conditions. Ample alternate liquidity is maintained.
Issuers rated PRIME-3 (or supporting institutions) have an acceptable ability
for repayment of short-term promissory obligations. The effect of industry
characteristics and market compositions may be more pronounced. Variability in
earnings and profitability may result in changes in the level of debt
protection measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.
Issuers rated NOT PRIME do not fall within any of the Prime rating
categories.
If an issuer represents to Moody's that its Commercial Paper obligations are
supported by the credit of another entity or entities, in assigning ratings to
such issuers, Moody's evaluates the financial strength of the affiliated
corporations, commercial banks, insurance companies, foreign governments or
other entities, but only as one factor in the total rating assessment. Moody's
makes no representation and gives no opinion on the legal validity or
enforceability of any support arrangement.
DESCRIPTION OF FITCH INVESTORS SERVICES, INC.'S ("FITCH") INVESTMENT GRADE BOND
RATINGS
Fitch investment grade bond ratings provide a guide to investors in
determining the credit risk associated with a particular security. The ratings
represent Fitch's assessment of the issuer's ability to meet the obligations of
a specific debt issue or class of debt in a timely manner.
The rating takes into consideration special features of the issue, its
relationship to other obligations of the issuer, the current and prospective
financial condition and operating performance of the issuer and any guarantor,
as well as the economic and political environment that might affect the
issuer's future financial strength and credit quality.
Fitch ratings do not reflect any credit enhancement that may be provided by
insurance policies or financial guarantees unless otherwise indicated.
73
<PAGE>
Bonds that have the same rating are of similar but not necessarily identical
credit quality since the rating categories do not fully reflect small
differences in the degrees of credit risk.
Fitch ratings are not recommendations to buy, sell, or hold any security.
Ratings do not comment on the adequacy of market price, the suitability of any
security for a particular investor, or the tax-exempt nature or taxability of
payments made in respect of any security. Fitch ratings are based on
information obtained from issuers, other obligors, underwriters, their experts,
and other sources Fitch believes to be reliable. Fitch does not audit or verify
the truth or accuracy of such information. Ratings may be changed, suspended,
or withdrawn as a result of changes in, or the unavailability of, information
or for other reasons.
AAA Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest
and repay principal, which is unlikely to be affected by reasonably
foreseeable events.
AA Bonds considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very strong,
although not quite as strong as bonds rated AAA. Because bonds rated in
the AAA and AA categories are not significantly vulnerable to foreseeable
future developments, short-term debt of these issuers is generally rated
F-1+.
A Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.
BBB Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these
bonds, and therefore impair timely payment. The likelihood that the
ratings of these bonds will fall below investment grade is higher than
for bonds with higher ratings.
Plus (+) or Minus (-): Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA category.
Credit Trend Indicator: Credit trend indicators show whether credit
fundamentals are improving, stable, declining, or uncertain, as follows:
Improving [up arrow]
Stable [arrow pointing left and right]
Declining [down arrow]
Uncertain [arrow pointing up and down]
Credit trend indicators are not predictions that any rating change will occur,
and have a longer-term time frame than issues placed on FitchAlert.
74
<PAGE>
NR INDICATES THAT FITCH DOES NOT RATE THE SPECIFIC ISSUE
Conditional: A conditional rating is premised on the successful completion of
a project or the occurrence of a specific event.
Suspended: A rating is suspended when Fitch deems the amount of information
available from the issuer to be inadequate for rating purposes.
Withdrawn: A rating will be withdrawn when an issue matures or is called or
refinanced and, at Fitch's discretion, when an issuer fails to furnish proper
and timely information.
FitchAlert: Ratings are placed on FitchAlert to notify investors of an
occurrence that is likely to result in a rating change and the likely direction
of such change. These are designated as "Positive" indicating a potential
upgrade. "Negative" for potential downgrade, or "Evolving" where ratings may be
raised or lowered. FitchAlert is relatively short-term, and should be resolved
within 12 months.
DESCRIPTION OF FITCH'S INVESTMENT GRADE SHORT-TERM RATINGS
Fitch's short-term ratings apply to debt obligations that are payable on
demand or have original maturities of generally up to three years, including
commercial paper, certificates of deposit, medium-term notes, and municipal and
investment notes.
The short-term rating places greater emphasis than a long-term rating on the
existence of liquidity necessary to meet the issuer's obligations in a timely
manner.
Fitch short-term ratings are as follows:
F-1+
Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely
payment.
F-1Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues
rated F-1+.
F-2Good Credit Quality. Issues assigned this rating have a satisfactory
degree of assurance for timely payment, but the margin of safety is
not as great as for issues assigned F-1+ and F-1 ratings.
F-3Fair Credit Quality. Issues assigned this rating have characteristics
suggesting that the degree of assurance for timely payment is
adequate; however, near-term adverse changes could cause these
securities to be rated below investment grade.
F-4Weak Credit Quality. Issues assigned this rating have characteristics
suggesting a minimal degree of assurance for timely payment and are
vulnerable to near-term adverse changes in financial and economic
conditions.
D Default. Issues assigned this rating are in actual or imminent
payment default.
LOC
The symbol "LOC" indicates that the rating is based on a letter of
credit issued by a commercial bank.
75
<PAGE>
INVESTMENT ADVISER
Merrill Lynch Asset Management
Administrative Offices:
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Mailing Address:
P.O. Box 9011
Princeton, New Jersey 08543-9011
DISTRIBUTOR
Merrill Lynch Funds Distributor, Inc.
Administrative Offices:
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Mailing Address:
P.O. Box 9011
Princeton, New Jersey 08543-9011
TRANSFER AGENT
Merrill Lynch Financial Data Services, Inc.
Administrative Offices:
4800 Deer Lake Drive East
Jacksonville, Florida 32246-6484
Mailing Address:
P.O. Box 45289
Jacksonville, Florida 32232-5289
CUSTODIAN
The Bank of New York
90 Washington Street
12th Floor
New York, New York 10286
INDEPENDENT AUDITORS
Deloitte & Touche LLP
117 Campus Drive
Princeton, New Jersey 08540
COUNSEL
Brown & Wood
One World Trade Center
New York, New York 10048-0557
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH
THE OFFER CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER IN-
FORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE PROGRAM, THE INVESTMENT ADVISER OR THE DISTRIBUTOR. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFERING IN ANY STATE IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fee Table................................................................. 3
Prospectus Summary........................................................ 8
Merrill Lynch Select Pricing/SM/ System................................... 10
Financial Highlights...................................................... 15
Risk Factors and Special Considerations................................... 19
Investment Objectives and Policies........................................ 21
Fundamental Value Portfolio.............................................. 22
Quality Bond Portfolio................................................... 22
U.S. Government Securities Portfolio..................................... 23
Global Opportunity Portfolio............................................. 24
Growth Opportunity Portfolio............................................. 25
Other Investment Policies and Practices of the Portfolios................. 26
Investments in Equity Securities......................................... 26
Investments in Debt Securities........................................... 27
Investments in Securities Denominated in Foreign Currencies.............. 31
Investments in Money Market Securities................................... 31
When-Issued Securities, Forward Commitments and Delayed Delivery Transac-
tions................................................................... 31
Standby Commitment Agreements............................................ 32
Repurchase Agreements and Purchase and Sale Contracts.................... 32
Indexed and Inverse Securities........................................... 33
Lending of Portfolio Securities.......................................... 33
Portfolio Strategies Involving Options and Futures....................... 34
Illiquid Securities...................................................... 34
Investment Restrictions.................................................. 35
Management of the Program................................................. 35
Board of Directors....................................................... 35
Management and Advisory Arrangements..................................... 36
Code of Ethics........................................................... 38
Transfer Agency Services................................................. 38
Purchase of Shares........................................................ 39
Initial Sales Charge Alternatives--
Class A and Class D Shares.............................................. 43
Deferred Sales Charge Alternatives--
Class B and Class C Shares.............................................. 45
Distribution Plans....................................................... 48
Limitations on the Payment of Deferred Sales Charges..................... 50
Redemption of Shares...................................................... 50
Reinstatement Privilege--Class A and Class D Shares...................... 51
Shareholder Services...................................................... 51
Portfolio Transactions and Brokerage...................................... 54
Performance Data.......................................................... 55
Taxes..................................................................... 56
Federal.................................................................. 56
State.................................................................... 58
Additional Information.................................................... 58
Dividends and Distributions.............................................. 58
Determination of Net Asset Value......................................... 59
Organization of the Program.............................................. 61
Shareholder Reports...................................................... 62
Shareholder Inquiries.................................................... 62
Appendix A--Options and Futures Transactions.............................. 63
Appendix B--Ratings of Corporate Debt Securities.......................... 69
</TABLE>
Code # 18471- 95
(LOGO OF MERRILL LYNCH APPEARS HERE)
Merrill Lynch
Asset Builder
Program, Inc.
[ART APPEARS HERE]
PROSPECTUS
, 1995
Distributor:
Merrill Lynch
Funds Distributor, Inc.
This prospectus should be retained for future reference.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION
DATED AUGUST 9, 1995
STATEMENT OF ADDITIONAL INFORMATION
MERRILL LYNCH ASSET BUILDER PROGRAM, INC.
MERRILL LYNCH FUNDAMENTAL MERRILL LYNCH U.S. GOVERNMENT SECURITIES PORTFOLIO
VALUE PORTFOLIO MERRILL LYNCH GLOBAL OPPORTUNITY PORTFOLIO
MERRILL LYNCH QUALITY
BOND PORTFOLIO
MERRILL LYNCH GROWTH OPPORTUNITY PORTFOLIO
P.O. BOX 9011, PRINCETON, NEW JERSEY 08543-9011 . PHONE NO. (609) 282-2800
-----------
Merrill Lynch Asset Builder Program, Inc. (the "Program") is a professionally
managed, open-end investment company. The Program consists of five separate
portfolios: the Merrill Lynch Fundamental Value Portfolio (the "Fundamental
Value Portfolio"), the Merrill Lynch Quality Bond Portfolio (the "Quality Bond
Portfolio"), the Merrill Lynch U.S. Government Securities Portfolio (the "U.S.
Government Securities Portfolio"), the Merrill Lynch Global Opportunity
Portfolio (the "Global Opportunity Portfolio") and the Merrill Lynch Growth
Opportunity Portfolio (the "Growth Opportunity Portfolio") (each a
"Portfolio"). Each Portfolio has its own separate investment objectives and may
employ a variety of instruments and techniques to enhance income and to hedge
against market risk and, in the case of the Fundamental Value, Global
Opportunity and Growth Opportunity Portfolios, currency risk.
The Fundamental Value Portfolio is a diversified portfolio seeking capital
appreciation and, secondarily, income by investing in securities, primarily
equities, that the management of the Portfolio believes are undervalued and
therefore represent investment value.
The Quality Bond Portfolio is a diversified portfolio seeking income and,
secondarily, capital appreciation by investing primarily in long-term corporate
bonds that are rated A or better by a nationally recognized rating agency such
as Standard & Poor's Ratings Group ("S&P"), Moody's Investors Service, Inc.
("Moody's") and Fitch Investors Services, Inc. ("Fitch"), or that possess, in
the judgment of the Investment Adviser, similar credit characteristics.
The U.S. Government Securities Portfolio is a diversified portfolio seeking
high current return by investing in U.S. Government and government agency
securities, including Government National Mortgage Association ("GNMA")
mortgage-backed securities and other mortgage-backed government securities.
The Global Opportunity Portfolio is a diversified portfolio seeking high
total investment return through a fully-managed investment policy utilizing
United States and foreign equity, debt and money market securities, the
combination of which will be varied from time to time, both with respect to
types of securities and markets, in response to changing market and economic
trends.
Growth Opportunity Portfolio is a non-diversified portfolio seeking growth of
capital and, secondarily, income by investing in a portfolio of equity
securities placing principal emphasis on those securities which management of
the Portfolio believes to be undervalued.
-----------
Each portfolio is a separate series of the Program issuing its own shares.
Shares of each Portfolio are available for purchase solely by holders of the
individual retirement plans, individual retirement rollover accounts and
simplified employee pension plans (collectively "IRAs") for which Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch") acts as custodian and
CBA (SM) accounts established pursuant to the Uniform Gifts to Minors Acts or
the Uniform Transfers to Minors Acts (or similar state statutes). For a
description of the IRAs, see Appendix A to this Statement of Additional
Information.
Pursuant to the Merrill Lynch Select Pricing (SM) System, each Portfolio
offers four classes of shares each with a different combination of sales
charges, ongoing fees and other features. The Merrill Lynch Select Pricing (SM)
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.
-----------
This Statement of Additional Information of the Program is not a prospectus
and should be read in conjunction with the prospectus of the Program, dated
, 1995 (the "Prospectus"), which has been filed with the Securities and
Exchange Commission and can be obtained, without charge, by calling or by
writing the Program at the above telephone number or address. This Statement of
Additional Information has been incorporated by reference into the Prospectus.
-----------
MERRILL LYNCH ASSET MANAGEMENT--INVESTMENT ADVISER
MERRILL LYNCH FUNDS DISTRIBUTOR, INC.--DISTRIBUTOR
-----------
The date of this Statement of Additional Information is , 1995.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THE STATEMENT OF ADDITIONAL INFORMATION DOES NOT CONSTITUTE A
PROSPECTUS.
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The Program consists of five separate Portfolios: the Fundamental Value
Portfolio, the Quality Bond Portfolio, the U.S. Government Securities
Portfolio, the Global Opportunity Portfolio and the Growth Opportunity
Portfolio, each with its own separate investment objectives. Each of the
Portfolios pursues its investment objectives through separate investment
policies. Reference is made to "Investment Objectives and Policies" in the
Prospectus for a discussion of the investment objectives and policies of each
Portfolio.
FUNDAMENTAL VALUE PORTFOLIO
The Fundamental Value Portfolio seeks capital appreciation and, secondarily,
income by investing in securities, primarily (i.e., at least 65% of the
Portfolio's assets) in equities, that the Investment Adviser believes are
undervalued and therefore represent investment value.
Portfolio Turnover. The rate of portfolio turnover is not a limiting factor
and, given the Portfolio's investment policies, it is anticipated that there
may be periods when high portfolio turnover will exist. The use of covered call
options at times when the underlying securities are appreciating in value may
result in higher portfolio turnover. The Portfolio pays brokerage commissions
in connection with writing call options and effecting closing purchase
transactions, as well as in connection with purchases and sales of portfolio
securities. Although the Portfolio anticipates that its annual portfolio
turnover rates should not exceed 100%, the turnover rate may vary greatly from
year to year or during periods within a year. A high rate of portfolio turnover
results in correspondingly greater brokerage commission expenses. The portfolio
turnover rate for each of the Portfolios is calculated by dividing the lesser
of the Portfolio's annual sales or purchases of portfolio securities (exclusive
of purchases or sales of all securities with maturities at the time of
acquisition of one year or less) by the monthly average value of the securities
in the portfolio during the year.
QUALITY BOND PORTFOLIO
The Quality Bond Portfolio seeks a high level of current income through
investment primarily in securities rated in the top three rating categories of
a nationally recognized rating agency such as Moody's, S&P or Fitch or in
securities that possess, in the judgment of the Investment Adviser, similar
credit characteristics. The Quality Bond Portfolio seeks to achieve its
objectives by investing in a diversified portfolio of fixed income securities,
including corporate bonds and notes, convertible and nonconvertible debt
securities and preferred stock and government obligations.
Portfolio Turnover. The rate of portfolio turnover is not a limiting factor
when management deems it appropriate to purchase or sell securities. The
Portfolio expects that its annual turnover rate should not generally exceed
100%; however, during periods when interest rates fluctuate significantly, as
they have during the past few years, the portfolio turnover rate may be
substantially higher. In any particular year, however, market conditions could
result in portfolio activity at a greater or lesser rate than anticipated.
U.S. GOVERNMENT SECURITIES PORTFOLIO
The U.S. Government Securities Portfolio seeks a high current return through
investments in U.S. Government and Government agency securities ("U.S.
Government securities"), including GNMA mortgage-backed certificates, and other
mortgage-backed government securities.
2
<PAGE>
While the Portfolio has authority to invest in all U.S. Government
securities, it is anticipated that under certain market conditions, a
significant portion of its portfolio of U.S. Government securities may consist
of GNMA mortgage-backed certificates ("GNMA Certificates") and other U.S.
Government securities representing ownership interests in mortgage pools. The
Portfolio is authorized to acquire all types of U.S. Government securities
representing ownership interests in mortgage pools which are presently issued
or which may be issued in the future. In this regard, GNMA recently began
offering a pass-through security backed by adjustable-rate mortgages. These
securities bear interest at a rate which is adjusted either quarterly or
annually. The prepayment experience of the mortgages underlying these
securities may vary from that for fixed-rate mortgages. These securities are
eligible for purchase by the Portfolio.
Portfolio Turnover. The Investment Adviser will effect portfolio transactions
without regard to any holding period if, in its judgment, such transactions are
advisable in light of a change in general market, economic or financial
conditions. While the Portfolio anticipates that its annual turnover rate
should not exceed 400% under normal conditions, it is impossible to predict
portfolio turnover rates. A high portfolio turnover rate involves
correspondingly greater transaction costs in the form of dealer spreads and
brokerage commissions, which are borne directly by the Portfolio. See
"Portfolio Transactions and Brokerage--Portfolio Turnover".
GLOBAL OPPORTUNITY PORTFOLIO
The Portfolio's investment objective is to seek a high total investment
return through a fully-managed investment policy utilizing United States and
foreign equity, debt and money market securities, the combination of which will
be varied from time to time both with respect to types of securities and
markets, in response to changing market and economic trends.
The U.S. Government has from time to time in the past imposed restrictions,
through taxation and otherwise, on foreign investments by U.S. investors such
as the Portfolio. If such restrictions should be reinstituted, it might become
necessary for the Portfolio to invest all or substantially all of its assets in
U.S. securities. In such event, the Portfolio would review its investment
objective and investment policies to determine whether changes are appropriate.
Any changes in the investment objective or fundamental policies set forth under
"Investment Restrictions" below would require the approval of the holders of a
majority of the Portfolio's outstanding voting securities.
The Portfolio's ability and decisions to purchase or sell portfolio
securities may be affected by laws or regulations relating to the
convertibility and repatriation of assets. Because the shares of the Portfolio
are redeemable on a daily basis on each day the Portfolio determines its net
asset value in U.S. dollars, the Portfolio intends to manage its 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. See "Redemption of
Shares". Under present conditions, the Portfolio does not believe that these
considerations will have any significant effect on its portfolio strategy,
although there can be no assurance in this regard.
Portfolio Turnover. While it is the policy of the Portfolio generally not to
engage in trading for short-term gains, the Investment Adviser will effect
portfolio transactions without regard to holding period if, in its judgment,
such transactions are advisable in light of a change in circumstances of a
particular company or within a particular industry or due to general market,
economic or financial conditions. Accordingly, while the Portfolio anticipates
that its annual turnover rate should not exceed 200% under normal conditions,
it is
3
<PAGE>
impossible to predict portfolio turnover rates. A high rate of portfolio
turnover results in correspondingly greater brokerage commission expenses. See
"Portfolio Transactions and Brokerage--Portfolio Turnover".
GROWTH OPPORTUNITY PORTFOLIO
The investment objective of the Portfolio is to seek growth of capital. The
Portfolio will seek to achieve its investment objective by investing in a
portfolio of equity securities, placing particular emphasis on those securities
that have exhibited above-average growth rates in earnings.
Non-Diversified Status. The Growth Opportunity Portfolio is classified as
non-diversified within the meaning of the Investment Company Act of 1940, as
amended (the "Investment Company Act"), which means that the Portfolio is not
limited by such Act in the proportion of its assets that it may invest in
securities of a single issuer. The Portfolio's investments are limited,
however, in order to qualify as a "regulated investment company" for purposes
of the Internal Revenue Code of 1986, as amended (the "Code"). See "Taxes". To
qualify, the Portfolio will comply with certain requirements, including
limiting its investments so that at the close of each quarter of the taxable
year (i) not more than 25% of the market value of the Portfolio's total assets
will be invested in the securities of a single issuer and (ii) with respect to
50% of the market value of its total assets, not more than 5% of the market
value of its total assets will be invested in the securities of a single
issuer, and the Portfolio will not own more than 10% of the outstanding voting
securities of a single issuer. A fund which elects to be classified as
"diversified" under the Investment Company Act must satisfy the foregoing 5%
and 10% requirements with respect to 75% of its total assets. To the extent
that the Portfolio assumes large positions in the securities of a small number
of issuers, the Portfolio's net asset value may fluctuate to a greater extent
than that of a diversified company as a result of changes in the financial
condition or in the market's assessment of the issuers, and the Portfolio may
be more susceptible to any single economic, political or regulatory occurrence
than a diversified company.
Portfolio Turnover. While the Portfolio generally does not expect to engage
in trading for short-term gains, it will effect portfolio transactions without
regard to holding period if, in its management's judgment, such transactions
are advisable in light of a change in circumstances of a particular company or
within a particular industry or in general market, economic or financial
conditions. Accordingly, while the Portfolio anticipates that its annual
turnover rate should not exceed 150% under normal conditions, it is impossible
to predict portfolio turnover rates.
All of the Portfolios are subject to the Federal income tax requirement that
less than 30% of the Portfolio's gross income be derived from gains from the
sale or other disposition of securities held for less than three months.
OTHER INVESTMENT POLICIES AND PRACTICES OF THE PORTFOLIOS
Writing of Covered Call Options. Each Portfolio may from time to time write
(i.e., sell) covered call options on its portfolio securities and enter into
closing purchase transactions with respect to certain of such options. A call
option is considered covered where the writer of the option owns the underlying
securities. By writing a covered call option, the Portfolio, in return for the
premium income realized from the sale of the option may give up the opportunity
to profit from a price increase in the underlying security above the option
exercise price. In addition, the Portfolio will not be able to sell the
underlying security until the option
4
<PAGE>
expires, is exercised or the Program effects a closing purchase transaction as
described below. A closing purchase transaction cancels out the Program's
position as the writer of an option by means of an offsetting purchase of an
identical option prior to the expiration of the option it has written. If the
option expires unexercised, the Program realizes a gain in the amount of the
premium received for the option which may be offset by a decline in the market
price of the underlying security during the option period. The use of covered
call options is not a primary investment technique of any of the Portfolios and
such options normally will be written on underlying securities as to which
management does not anticipate significant short-term capital appreciation. In
its use of options, the Program's investment adviser has access to personnel of
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") with
extensive experience in options research and strategy. No Portfolio may write
covered options on underlying securities exceeding 15% of that Portfolio's
total assets.
All options referred to herein and in the Program's Prospectus are options
issued by The Options Clearing Corporation (the "Clearing Corporation") which
are currently traded on the Chicago Board Options Exchange, American Stock
Exchange, Philadelphia Stock Exchange, Pacific Stock Exchange or New York Stock
Exchange. An option gives the purchaser of the option the right to buy, and
obligates the writer (seller) to sell the underlying security at the exercise
price during the option period. The option period normally ranges from three to
nine months from the date the option is written. For writing an option, the
Program receives a premium, which is the price of such option on the exchange
on which it is traded. The exercise price of the option may be below, equal to,
or above the current market value of the underlying security at the time the
option is written.
The writer may terminate its obligation prior to the expiration date of the
option by executing a closing purchase transaction which is effected by
purchasing on an exchange an option of the same series (i.e., same underlying
security, exercise price and expiration date) as the option previously written.
Such a purchase does not result in the ownership of an option. A closing
purchase transaction ordinarily will be effected to realize a profit on an
outstanding call option, to prevent an underlying security from being called,
to permit the sale of the underlying security or to permit the writing of a new
call option containing different terms on such underlying security. The cost of
such a liquidation purchase plus transaction costs may be greater than the
premium received upon the original option, in which event the Portfolio will
have incurred a loss in the transaction. An option may be closed out only on an
exchange which provides a secondary market for an option of the same series and
there is no assurance that a liquid secondary market on an exchange will exist
for any particular option. A covered option writer unable to effect a closing
purchase transaction will not be able to sell the underlying security until the
option expires or the underlying security is delivered upon exercise, with the
result that the writer will be subject to the risk of market decline in the
underlying security during such period. A Portfolio will write an option on a
particular security only if management believes that a liquid secondary market
will exist on an exchange for options of the same series which will permit the
Portfolio to make a closing purchase transaction in order to close out its
position.
Due to the relatively short time that exchanges have been dealing with
options, options involve risks of possible unforeseen events which can be
disruptive to the option markets or could result in the institution of certain
procedures, including restriction of certain types of orders.
Investment Restrictions. In addition to the investment restrictions set forth
in the Prospectus, each of the Portfolios has adopted the following
restrictions and policies relating to the investment of its assets and
5
<PAGE>
its activities, which are fundamental policies and may not be changed without
the approval of the holders of a majority of the Portfolio's outstanding voting
securities (which for this purpose and under the Investment Company Act means
the lesser of (a) 67% of the shares represented at a meeting at which more than
50% of the outstanding shares are represented or (b) more than 50% of the
outstanding shares). The Portfolios may not:
1. Make any investment inconsistent with the Portfolio's classification
as a diversified company under the Investment Company Act. This investment
restriction does not apply to Growth Opportunity Portfolio which is non-
diversified. See "Investment Objectives and Policies--Growth Opportunity
Portfolio".)
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.
4. Purchase or sell real estate, except that, to the extent permitted by
applicable law, a Portfolio may invest in securities directly or indirectly
secured by real estate or interests therein or issued by companies which
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 government
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 Portfolio 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 Program's Prospectus and
Statement of Additional Information, as they may be amended from time to
time.
6. Issue senior securities to the extent such issuance would violate
applicable law.
7. Borrow money, except that (i) a Portfolio 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 Portfolio may borrow
up to an additional 5% of its total assets for temporary purposes, (iii) a
Portfolio may obtain such short-term credit as may be necessary for the
clearance of purchases and sales of portfolio securities and (iv) a
Portfolio may purchase securities on margin to the extent permitted by
applicable law. A Portfolio may not pledge its assets other than to secure
such borrowings or, to the extent permitted by such Portfolio's investment
policies as set forth in the Program's 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 a Portfolio
technically may be deemed an underwriter under the Securities Act of 1933,
as amended (the "Securities Act"), in selling portfolio securities.
9. Purchase or sell commodities or contracts on commodities, except to
the extent that a Portfolio may do so in accordance with applicable law and
the Program's Prospectus and Statement of Additional
6
<PAGE>
Information, as they may be amended from time to time, and without
registering as a commodity pool operator under the Commodity Exchange Act.
Additional investment restrictions adopted by the Portfolios, which may be
changed by the Program's Board of Directors, provide that the Portfolios may
not:
a. Purchase securities of other investment companies, except to the
extent such purchases are permitted by applicable law. Applicable law
currently allows the Portfolios to purchase the securities of other
investment companies if immediately thereafter not more than (i) 3% of the
total outstanding voting stock of such company is owned by the Portfolio,
(ii) 5% of the Portfolio's total assets, taken at market value, would be
invested in any one such company, (iii) 10% of the Portfolio's total
assets, taken at market value, would be invested in such securities, and
(iv) the Portfolio, together with other investment companies having the
same investment adviser and companies controlled by such companies, owns
not more than 10% of the total outstanding stock of any one closed-end
investment company. Investments by the Portfolios in wholly-owned
investment entities created under the laws of certain countries will not be
deemed an investment in other investment companies.
b. Make short sales of securities or maintain a short position, except to
the extent permitted by applicable law.
c. Invest in securities which cannot be readily resold because of legal
or contractual restrictions or which 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 total assets would be invested in such securities. This
restriction shall not apply to securities which mature within seven days or
securities which the Board of Directors of the Program has otherwise
determined to be liquid pursuant to applicable law. Notwithstanding the 15%
limitation herein, to the extent the laws of any state in which a
Portfolio's shares are registered or qualified for sale require a lower
limitation, the Portfolio will observe such limitation. As of the date
hereof, therefore, a Portfolio will not invest more than 10% of its total
assets in securities which are subject to this investment restriction (c).
Securities purchased in accordance with Rule 144A under the Securities Act
(a "Rule 144A security") and determined to be liquid by the Program's Board
of Directors are not subject to the limitations set forth in this
investment restriction (c). Notwithstanding the fact that the Board may
determine that a Rule 144A security is liquid and not subject to
limitations set forth in this investment restriction (c), the State of Ohio
does not recognize Rule 144A securities as securities that are free of
restrictions as to resale. To the extent required by Ohio law, no Portfolio
will invest more than 50% of its total assets in securities of issuers that
are restricted as to disposition, including Rule 144A securities, or in
securities of issuers described in (e) below.
d. Invest in warrants if, at the time of acquisition, its investments in
warrants, valued at the lower of cost or market value, would exceed 5% of
the Portfolio's net assets; included within such limitation, but not to
exceed 2% of the Portfolio's net assets, are warrants which are not listed
on the New York Stock Exchange or American Stock Exchange or a major
foreign exchange. For purposes of this restriction, warrants acquired by
the Portfolio in units or attached to securities may be deemed to be
without value.
e. Invest in securities of companies having a record, together with
predecessors, of less than three years of continuous operation, if more
than 5% of the Portfolio's total assets would be invested in such
7
<PAGE>
securities. This restriction shall not apply to mortgage-backed securities,
asset-backed securities or obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.
f. Purchase or retain the securities of any issuer, if those individual
officers and directors of the Program, the officers and general partner of
the Investment Adviser, the directors of such general partner or the
officers and directors of any subsidiary thereof each owning beneficially
more than one-half of one percent of the securities of such issuer own in
the aggregate more than 5% of the securities of such issuer.
g. Invest in real estate limited partnership interests or interests in
oil, gas or other mineral leases, or exploration or development programs,
except that a Portfolio may invest in securities issued by companies that
engage in oil, gas or other mineral exploration or development activities.
h. Write, purchase or sell puts, calls, straddles, spreads or
combinations thereof, except to the extent permitted in the Program's
Prospectus and Statement of Additional Information, as they may be amended
from time to time.
i. Notwithstanding fundamental investment restriction (7) above, borrow
amounts in excess of 10% of its total assets, taken at market value, and
then only from banks as a temporary measure for extraordinary or emergency
purposes such as the redemption of Portfolio shares. A Portfolio will not
purchase securities while borrowings exceed 5% (taken at market value) of
its total assets.
Portfolio securities of the Portfolios generally may not be purchased from,
sold or loaned to the Investment Adviser or its affiliates or any of their
directors, officers or employees, acting as principal, unless pursuant to a
rule or exemptive order under the Investment Company Act.
Because of the affiliation of the Investment Adviser with the Program, the
Portfolios are prohibited from engaging in certain transactions involving the
Investment Adviser's affiliate, 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 Portfolios are prohibited from
engaging in portfolio transactions with Merrill Lynch or its affiliates acting
as principal and from purchasing securities in public offerings which are not
registered under the Securities Act in which such firms or any of their
affiliates participate as an underwriter or dealer.
Investment in Foreign Issuers. The Fundamental Value, Global Opportunity and
Growth Opportunity Portfolios may invest in securities of foreign issuers.
Foreign companies may not be subject to uniform accounting and auditing and
financial reporting standards or to practices and requirements comparable to
those applicable to domestic issuers. Securities of foreign issuers may be less
liquid and more volatile than securities of United States issuers. Investment
in foreign securities also involves certain risks, including fluctuations in
foreign exchange rates, political and economic developments and the possible
imposition of exchange controls.
8
<PAGE>
MANAGEMENT OF THE PROGRAM
DIRECTORS AND OFFICERS
The Directors and executive officers of the Program, 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.
Arthur Zeikel (63)--President and Director(1)(2)--President of the Investment
Adviser (which term as used herein includes its corporate predecessors) since
1977; President of Fund Asset Management, L.P. ("FAM", which term as used
herein includes its corporate predecessors) since 1977; President and Director
of Princeton Services, Inc. ("Princeton Services") since 1993; Executive Vice
President of Merrill Lynch & Co., Inc. ("ML & Co.") since 1990; Executive Vice
President of Merrill Lynch since 1990 and Senior Vice President from 1985 to
1990; Director of Merrill Lynch Funds Distributor, Inc. (the "Distributor").
Joe Grills (60)--Director(2)--183 Soundview Lane, New Canaan, Connecticut
06840. Member of the Committee of Investment of Employee Benefit Assets of the
Financial Executives Institute ("CIEBA") since 1986, member of CIEBA's
Executive Committee since 1988 and its Chairman from 1991 to 1992; Assistant
Treasurer of International Business Machines Corporation ("IBM") and Chief
Investment Officer of IBM Retirement Funds from 1986 until 1993; Member of the
Investment Advisory Committee of the State of New York Common Retirement Fund;
Director, Duke Management Company.
Walter Mintz (66)--Director(2)--1114 Avenue of the Americas, New York, New
York 10036. Special Limited Partner of Cumberland Associates (investment
partnership) since 1982.
Melvin R. Seiden (64)--Director(2)--780 Third Avenue, New York, New York
10017. President of Silbanc Properties, Ltd. (real estate, investments and
consulting) since 1987; Chairman and President of Seiden & de Cuevas, Inc.
(private investment firm) from 1964 to 1987.
Stephen B. Swensrud (62)--Director(2)--24 Federal Street, Boston,
Massachusetts 02110. Principal of Fernwood Associates (financial consultants).
Harry Woolf (71)--Director(2)--The Institute for Advanced Study, Olden Lane,
Princeton, New Jersey 08540. Member of the editorial board of Interdisciplinary
Science Reviews; Director, Alex. Brown Mutual Funds, Advanced Technology
Laboratories, Family Health International, Inc. and SpaceLabs Medical (medical
equipment manufacturing and marketing).
Terry K. Glenn (54)--Executive Vice President(1)(2)--Executive Vice President
of the Investment Adviser and FAM since 1983; Executive Vice President and
Director of Princeton Services since 1993; President of the Distributor since
1986 and a Director thereof since 1991.
N. John Hewitt (60)--Senior Vice President(1)(2)--Senior Vice President of
the Investment Adviser and FAM since 1976; Senior Vice President of Princeton
Services since 1993.
9
<PAGE>
Norman R. Harvey (61)--Senior Vice President(1)(2)--Senior Vice President of
the Investment Adviser and FAM since 1982; Senior Vice President of Princeton
Services since 1993.
Joel Heymsfeld (51)--Vice President(1)(2)--Vice President of the Investment
Adviser since 1978.
Jay C. Harbeck (60)--Vice President(1)(2)--Vice President of the Investment
Adviser since 1986.
Kevin Rendino (28)--Vice President(1)(2)--Vice President of the Investment
Adviser since December 1993; Senior Research Analyst from 1990 to 1992;
Corporate Analyst from 1988 to 1990.
Gregory Mark Maunz (42)--Vice President(1)(2)--Vice President of the
Investment Adviser since 1985 and Portfolio Manager since 1984.
Donald C. Burke (35)--Vice President(1)(2)--Vice President and Director of
Taxation of MLAM since 1990; employee of Deloitte & Touche LLP from 1982 to
1990.
Gerald M. Richard (46)--Treasurer(1)(2)--Senior Vice President and Treasurer
of the Investment Adviser and FAM since 1984; Senior Vice President and
Treasurer of Princeton Services since 1993; Vice President of the Distributor
since 1981 and Treasurer since 1984.
Mark B. Goldfus (48)--Secretary(1)(2)--Vice President of the Investment
Adviser since 1985.
--------
(1) Interested person, as defined in the Investment Company Act, of the
Program.
(2) Such Director or officer is a director or officer of certain other
investment companies for which the Investment Adviser or its affiliates act
as investment adviser(s). See "Compensation of Directors" below.
At July 31, 1995, the Directors and officers of the Program as a group (16
persons) owned an aggregate of less than 1% of the outstanding shares of the
Program. At that date, Mr. Zeikel, a Director and officer of the Program, and
the other officers of the Program owned less than 1% of the outstanding Common
Stock of ML & Co.
COMPENSATION OF DIRECTORS
Pursuant to the terms of the Program's investment advisory agreement with the
Investment Adviser relating to each Portfolio (each an "Investment Advisory
Agreement"), the Investment Adviser pays all compensation of officers and
employees of the Program as well as the fees of all Directors of the Program
who are affiliated persons of ML & Co. or its subsidiaries. The Program pays
each unaffiliated Director an annual fee of $2,600 plus a fee of $250 for each
meeting attended and reimburses each Director for actual out-of-pocket expenses
relating to attendance at meetings. Additionally, the Program has established
an Audit Committee of the Board of Directors of which all of the unaffiliated
Directors are members. Each member of such committee receives an annual fee of
$800 plus a fee of $150 for each meeting attended and is reimbursed for actual
out-of-pocket expenses related to attendance at meetings. Fees and expenses
paid to the unaffiliated Directors by the Portfolios for the period February 1,
1995 (commencement of operations) through March 31, 1995, were allocated to
each Portfolio on the basis of the size of the Portfolio: Fundamental Value
Portfolio, $1,048; Quality Bond Portfolio, $1,293; U.S. Government Securities
Portfolio, $2,729 and Global Opportunity Portfolio, $3,700. Growth Opportunity
Portfolio commenced operations after March 31, 1995.
The following table sets forth for the fiscal year ending January 31, 1996,
compensation to be paid by the Program to the unaffiliated Directors assuming
each member attends each of the quarterly meetings of the Board and the Audit
Committee during the period, and for the calendar year ended December 31, 1994,
10
<PAGE>
the aggregate compensation paid by all investment companies advised by the
Investment Adviser and its affiliate, FAM ("MLAM/FAM Advised Funds"), to the
unaffiliated Directors.
<TABLE>
<CAPTION>
PENSION OR RETIREMENT TOTAL COMPENSATION
AGGREGATE BENEFITS ACCRUED AS FROM MLAM/FAM
ESTIMATED COMPENSATION PART OF PROGRAM ADVISED FUNDS
NAME OF DIRECTOR FROM PROGRAM EXPENSES PAID TO DIRECTORS
---------------- ---------------------- --------------------- ------------------
<S> <C> <C> <C>
Joe Grills(/1/)......... $5,000 None $156,000
Walter Mintz(/1/)....... $5,000 None $156,000
Melvin R. Seiden(/1/)... $5,000 None $156,000
Stephen B.
Swensrud(/1/).......... $5,000 None $164,000
Harry Woolf(/1/)........ $5,000 None $156,000
</TABLE>
--------
(1) In addition to the Program, the Directors serve on the boards of MLAM/FAM
Advised Funds as follows: Mr. Grills (33 funds), Mr. Mintz (33 funds), Mr.
Seiden (33 funds), Mr. Swensrud (43 funds) and Mr. Woolf (33 funds).
MANAGEMENT AND ADVISORY ARRANGEMENTS
Reference is made to "Management of the Program--Management and Advisory
Arrangements" in the Prospectus for certain information concerning the
management and advisory arrangements of the Program.
The Investment Advisory Agreements provide that, subject to the direction of
the Board of Directors of the Program, the Investment Adviser is responsible
for the actual management of that Portfolio and for the review of that
Portfolio's holdings in light of its own research analysis and analyses from
other relevant sources. The responsibility for making decisions to buy, sell or
hold a particular security rests with the Investment Adviser, subject to review
by the Board of Directors. The Investment Adviser supplies the portfolio
managers for each Portfolio who consider analyses from various sources, make
the necessary investment decisions and place transactions accordingly. The
Investment Adviser also is obligated to perform certain administrative and
management services for the Portfolios and is required to provide all the
office space, facilities, equipment and personnel necessary to perform its
duties under the Investment Advisory Agreement. The Investment Adviser has
access to the total securities research, economic research and computer
applications facilities of Merrill Lynch and makes extensive use of these
facilities.
Securities held by the Portfolios also may be held by or be appropriate
investments for other funds for which the Investment Adviser or its affiliates
act as adviser or by investment advisory clients of the Investment Adviser.
Because of different investment objectives or other factors, a particular
security may be bought for one or more clients when one or more clients are
selling the same security. If purchases or sales of securities for the Program
or other funds for which the Investment Adviser or its affiliates act as
investment adviser or for their advisory clients arise for consideration at or
about the same time, 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.
As compensation for its services to the Portfolios, the Investment Adviser
will receive from each Portfolio a monthly fee based on the average daily value
of that Portfolio's net assets at the following annual rates:
<TABLE>
<CAPTION>
U.S. GOVERNMENT GLOBAL GROWTH
FUNDAMENTAL VALUE QUALITY BOND SECURITIES OPPORTUNITY OPPORTUNITY
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
----------------- ------------ --------------- ----------- -----------
<S> <C> <C> <C> <C>
0.65% 0.50% 0.50% 0.75% 0.65%
</TABLE>
11
<PAGE>
The State of California imposes limitations on the expenses of the Program.
At the date of this Statement of Additional Information, the limitations
require that the Investment Adviser reimburse the Program in an amount
necessary to prevent the aggregate ordinary operating expenses of the Program
(excluding interest, taxes, brokerage fees and commissions and extraordinary
charges such as litigation costs) from exceeding in any fiscal year 2.5% of
the Program's first $30 million of average daily net assets, 2.0% of the next
$70 million of average daily net assets and 1.5% of the remaining average
daily net assets. No fee payment will be made to the Investment Adviser during
any fiscal year which will cause such expenses to exceed the pro rata expense
limitation at the time of such payment.
The table below sets forth for the fiscal period from February 1, 1995
(commencement of operations) to March 31, 1995, the total advisory fee paid by
each Portfolio to the Investment Adviser (information is not provided for
Growth Opportunity Portfolio which commenced operations subsequent to March
31, 1995):
<TABLE>
<CAPTION>
PORTFOLIO FEE AMOUNT ($)(/1/)
--------- -------------------
<S> <C>
Fundamental Value..................................... 5,129
Quality Bond.......................................... 2,068
U.S. Government Securities............................ 4,544
Global Opportunity.................................... 12,537
</TABLE>
--------
(1) The Investment Adviser reimbursed the Portfolios for a portion of the
advisory fee pursuant to certain state expense limitations and voluntarily
waived the remainder of its fee. In addition, the Investment Adviser
reimbursed the Portfolios for a portion of certain other expenses (excluding
12b-1 fees).
Each Investment Advisory Agreement obligates the Investment Adviser to
provide investment advisory services and to pay all compensation of and
furnish office space for officers and employees of the Portfolios connected
with investment and economic research, trading and investment management of
the Portfolios, as well as the fees of all Directors of the Program who are
affiliated persons of ML & Co. or any of its subsidiaries. Each Portfolio pays
all other expenses incurred in its operations and a portion of the Program's
general administrative expenses allocated on the basis of the asset size of
the respective Portfolios. Expenses that will be borne directly by the
Portfolios include redemption expenses, expenses of portfolio transactions,
shareholder servicing costs, expenses of registering the shares under Federal
and state securities laws, pricing costs (including the daily calculation of
net asset value), interest, certain taxes, charges of the Custodian and
Transfer Agent and other expenses attributable to the particular Portfolio.
Expenses which will be allocated on the basis of the size of the respective
Portfolios include directors' fees, legal expenses, state franchise taxes,
auditing services, costs of printing proxies, stock certificates, shareholder
reports and prospectuses (except to the extent paid by the Distributor),
Securities and Exchange Commission fees, accounting costs and other expenses
properly payable by the Portfolios and allocable on the basis of the size of
the respective Portfolios. Accounting services are provided for the Portfolios
by the Investment Adviser and the Portfolios reimburse the Investment Adviser
for its costs in connection with such services. As required by the
Distribution Agreements, the Distributor will pay certain of the expenses of
the Portfolios incurred in connection with the offering of shares of each
Portfolio, including the expenses of printing the prospectuses and statements
of additional information used in connection with the continuous offering of
shares by the Portfolios.
The Investment Adviser is a limited partnership, the partners of which are
ML & Co. and Princeton Services.
Duration and Termination. Unless earlier terminated as described below, the
Investment Advisory Agreement for each Portfolio will remain in effect from
year to year if approved annually (a) by the Board of Directors of the Program
or by a majority of the outstanding shares of the subject Portfolio and (b) by
a
12
<PAGE>
majority of the Directors who are not parties to such contract or interested
persons (as defined in the Investment Company Act) of any such party. Such
contract is not assignable and may be terminated without penalty on 60 days'
written notice at the option of either party or by the vote of the
shareholders of the Portfolios.
PURCHASE OF SHARES
Reference is made to "Purchase of Shares" and "Redemption of Shares" in the
Prospectus for certain information as to the purchase of shares of the
Portfolios.
The Program will offer shares solely to holders of IRAs for which Merrill
Lynch acts as custodian and to CBA (SM) accounts established pursuant to the
Uniform Gifts to Minors Acts or the Uniform Transfers to Minors Acts (or similar
state statutes). The minimum initial purchase in any Portfolio is $100 and the
minimum subsequent purchase in any Portfolio is $1.
The Distributor, a subsidiary of the Investment Adviser, acts as the
distributor of the shares of the Program. The applicable offering price for
purchase orders is based on the net asset value of the Portfolio next
determined after receipt of the purchase orders by the Distributor. As to
purchase orders received by securities dealers prior to the close of business
on the New York Stock Exchange (generally, 4:00 P.M., New York time), which
includes orders received after the close of business on the previous day, the
applicable offering price will be based on the net asset value determined as
of 15 minutes after the close of business on the New York Stock Exchange, on
the day the orders are placed with the Distributor, provided the orders are
received by the Distributor prior to 30 minutes after the close of business on
the New York Stock Exchange on that day. If the purchase orders are not
received by the Distributor prior to 30 minutes after the close of business on
the New York Stock Exchange, such orders shall be deemed received on the next
business day. Any order may be rejected by the Distributor or the Program. The
Program or the Distributor may suspend the continuous offering of any
Portfolio's shares at any time in response to conditions in the securities
markets or otherwise and may thereafter resume such offering from time to
time. Neither the Distributor nor the dealers are permitted to withhold
placing orders to benefit themselves by a price change. Merrill Lynch may
charge its customers a processing fee (presently $4.85) to confirm a sale of
shares to such customers.
Each Portfolio issues four classes of shares under the Merrill Lynch Select
Pricing (SM) 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 each Portfolio represents
identical interests in the investment portfolio of that Portfolio and has the
same rights, except that Class B, Class C and Class D shares bear the expenses
of the ongoing account maintenance fees, and Class B and Class C shares bear the
expenses of the ongoing distribution fees and the additional incremental
transfer agency costs resulting from the deferred sales charge arrangements.
Class 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 account maintenance and/or distribution fees are paid. Each
class has different exchange privileges. See "Shareholder Services -- Exchange
Privilege".
The Merrill Lynch Select Pricing (SM) System is used by more than 60 mutual
funds advised by the Investment Adviser, or its affiliate, FAM. Funds advised
by the Investment Adviser or FAM which use the Merrill Lynch Select Pricing (SM)
System are referred to herein as "MLAM-advised mutual funds".
13
<PAGE>
The Program has entered into separate distribution agreements with the
Distributor on behalf of each Portfolio in connection with the continuous
offering of each class of shares of each of the Portfolios (the "Distribution
Agreements"). The Distribution Agreements obligate the Distributor to pay
certain expenses in connection with the offering of each class of shares of the
Portfolios. 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 Management Agreement described above.
INITIAL SALES CHARGE ALTERNATIVES--CLASS A AND CLASS D SHARES
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 the Portfolios, 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 spouse and their children under the
age of 21 years purchasing shares for his 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 (including a pension, profit-sharing or
other employee benefit trust created pursuant to a plan qualified under Section
401 of the Code) 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
which has not been in existence for at least six months or which has no purpose
other than the purchase of shares of the Portfolio 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.
Closed-End Fund Investment Option. Class A shares of the Portfolios and other
MLAM-advised mutual funds ("Eligible Class A shares") are offered at net asset
value to shareholders of certain closed-end funds advised by the Investment
Adviser or FAM who purchased such closed-end fund shares prior to October 21,
1994, and wish to reinvest the net proceeds from a sale of their closed-end
fund shares of common stock in Eligible 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 the Portfolios
and other MLAM-advised mutual funds ("Eligible Class D shares"), if the
following conditions are met. First, the sale of the closed-end fund shares
must be made through Merrill Lynch, and the net proceeds therefrom must be
immediately reinvested in Eligible Class A or 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.
Class A shares of the Portfolios are offered at net asset value to shareholders
of Merrill Lynch Senior Floating Rate Fund, Inc. ("Senior Floating Rate Fund")
who wish to reinvest the net proceeds from a sale of certain of their shares of
common stock of Senior Floating Rate Fund in shares of a Portfolio. In order to
exercise this investment option, Senior Floating Rate Fund shareholders must
sell their Senior Floating Rate Fund shares to the Senior Floating Rate Fund
14
<PAGE>
in connection with a tender offer conducted by the Senior Floating Rate Fund
and reinvest the proceeds immediately in a Portfolio. This investment option is
available only with respect to the proceeds of Senior Floating Rate Fund shares
as to which no Early Withdrawal Charge (as defined in the Senior Floating Rate
Fund prospectus) is applicable. Purchase orders from Senior Floating Rate Fund
shareholders wishing to exercise this investment option will be accepted only
on the day that the related Senior Floating Rate Fund tender offer terminates
and will be effected at the net asset value of the Portfolio at such day.
REDUCED INITIAL SALES CHARGES
Right of Accumulation. Reduced sales charges are applicable through a right
of accumulation under which eligible investors are permitted to purchase shares
of the Portfolios subject to an initial sales charge at the offering price
applicable to the total of (a) the public offering price of the shares then
being purchased plus (b) an amount equal to the then current net asset value or
cost, whichever is higher, of the purchaser's combined holdings of all classes
of shares of the Program and of other MLAM-advised mutual funds. For any such
right of accumulation to be made available, the Distributor must be provided at
the time of purchase, by the purchaser or the purchaser's securities dealer,
with sufficient information to permit confirmation of qualification. Acceptance
of the purchase order is subject to such confirmation. The right of
accumulation may be amended or terminated at any time. Shares held in the name
of a nominee or custodian under pension, profit-sharing, or other employee
benefit plans may not be combined with other shares to qualify for the right of
accumulation.
Letter of Intention. Reduced sales charges are applicable to purchases
aggregating $25,000 or more of Class A or Class D shares of the Program or any
other MLAM-advised mutual funds made within a 13-month period starting with the
first purchase pursuant to a Letter of Intention. The Letter of Intention is
available only to investors whose accounts are maintained at the Program's
transfer agent. The Letter of Intention is not available to employee benefit
plans for which Merrill Lynch provides plan-participant record-keeping
services. The Letter of Intention 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 Intention may be
included under a subsequent Letter of Intention 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 the Program and of
other MLAM-advised mutual funds presently held, at cost or maximum offering
price (whichever is higher), on the date of the first purchase under the Letter
of Intention, may be included as a credit toward 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 purchased does
not equal the amount stated in the Letter of Intention (minimum of $25,000),
the investor will be notified and must pay, within 20 days of the expiration 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 D shares equal
to five percent of the intended amount will be held in escrow during the 13-
month period (while remaining registered in the name of the purchaser) for this
purpose. The first purchase under the Letter of Intention must be at least five
percent of the dollar amount of such Letter. If a purchase during the term of
such Letter would otherwise be subject to a further reduced sales charge based
on the right of accumulation, the purchaser will be entitled on that purchase
and subsequent purchases to the reduced percentage sales charge which would be
applicable to a single purchase equal to the total dollar value of the Class A
or Class D shares then being purchased under such Letter, but there will be no
retroactive reduction of the sales charges on any previous purchase.
15
<PAGE>
The value of any shares redeemed or otherwise disposed of by the purchaser
prior to termination or completion of the Letter of Intention will be deducted
from the total purchases made under such Letter. An exchange from a MLAM-
advised money market fund into a Portfolio that creates a sales charge will
count toward completing a new or existing Letter of Intention from the
Portfolio.
Purchase Privilege of Certain Persons. Directors of the Program, directors
and trustees of other MLAM-advised investment companies, ML & Co. and its
subsidiaries (the term "subsidiaries" when used herein with respect to ML &
Co. includes MLAM, FAM and certain other entities directly or indirectly
wholly owned and controlled by ML & Co.) and their directors and employees may
purchase Class A shares of the Portfolios at net asset value.
Class D shares of the Portfolios will be offered at net asset value, without
a sales charge, to an investor who 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 the Portfolio with proceeds from
a redemption 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. Second, the investor also must establish that such
redemption had been made within 60 days prior to the investment in the
Portfolio, and the proceeds from the redemption had been maintained in the
interim in cash or a money market fund.
Class D shares of the Portfolios are also offered at net asset value,
without sales charge, to an investor who has a business relationship with a
Merrill Lynch financial consultant and who 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, if the following conditions are
satisfied: first, the investor must purchase Class D shares of a Portfolio
with proceeds from a redemption of shares of such other mutual fund and such
fund was subject to a sales charge either at the time of purchase or on a
deferred basis; second, such purchase of Class D shares must be made within 90
days after such notice of termination.
Class D shares of the Portfolios will be offered at net asset value, without
a sales charge, to an investor who has a business relationship with a Merrill
Lynch financial consultant and who 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 Portfolio with proceeds from the redemption of
such shares of other mutual funds and that such shares have been outstanding
for a period of no less than six months. 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.
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 in obtaining such investments.
DISTRIBUTION PLANS
Reference is made to "Purchase of Shares -- Distribution Plans" in the
Prospectus for certain information with respect to the 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").
16
<PAGE>
Payments of the account maintenance fees and/or distribution fees are subject
to the provisions of Rule 12b-1 under the Investment Company Act. 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 fees and/or distribution fees paid the Distributor. In their
consideration of each Distribution Plan, the Directors must consider all
factors they deem relevant, including information as to the benefits of the
Distribution Plan to the Portfolio and its related class of shareholder. Each
Distribution Plan further provides that, so long as the Distribution Plan
remains in effect, the selection and nomination of Directors who are not
"interested persons" of the Program, as defined in the Investment Company Act
(the "Independent Directors"), shall be committed to the discretion of the
Independent Directors then in office. In approving each Distribution Plan in
accordance with Rule 12b-1, the Independent Directors concluded that there is a
reasonable likelihood that such Distribution Plan will benefit the Portfolio
and its related class of shareholders. Each Distribution Plan can be terminated
at any time, without penalty, by the vote of a majority of the Independent
Directors or by the vote of the holders of a majority of the outstanding
related class of voting securities of the Portfolio. A Distribution Plan cannot
be amended to increase materially the amount to be spent by the Portfolio
without the approval of the related class of shareholders, and all material
amendments are required to be approved by the vote of the Directors, including
a majority of the Independent Directors who have no direct or indirect
financial interest in such Distribution Plan, cast in person at a meeting
called for that purpose. Rule 12b-1 further requires that the Portfolio
preserve copies of each Distribution Plan and any report made pursuant to such
plan for a period of not less than six years from the date of such Distribution
Plan or such report, the first two years in an easily accessible place.
LIMITATIONS ON THE PAYMENT OF DEFERRED SALES CHARGES
The maximum sales charge rule in the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. ("NASD") imposes a limitation on
certain asset-backed sales charges such as the distribution fee and the CDSC
borne by the Class B and Class C shares but not the account maintenance fee.
The maximum sales charge rule is applied separately to each class. As
applicable to the Portfolios, the maximum sales charge rule limits the
aggregate of distribution fee payments and CDSCs payable by the Portfolios 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
Portfolio will not make further payments of the distribution fee with respect
to Class B shares, and any CDSCs will be paid to the Portfolio rather than to
the Distributor, however, the Portfolio 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 circumstances payment in excess of the amount payable under the NASD
formula will not be made.
As described in Appendix A, there are three types of self-directed plans
which are eligible to invest in the Portfolios: the individual retirement
account, the individual retirement rollover account ("IRRA") and
17
<PAGE>
the Simplified Employee Pension Plan ("SEP-IRA") (collectively, "IRAs").
Although the amount which may be contributed to an IRA account in any one year
is subject to certain limitations, assets already in an IRA account may be
invested in the Portfolios without regard to such limitations.
Shareholders considering transferring an IRA or CBA (R) account in which
Program shares are held from Merrill Lynch to another brokerage firm or
financial institution should be aware that Program shares may only be held in a
Merrill Lynch custodied IRA or a CBA (R) account established pursuant to the
Uniform Gifts to Minors Acts or Uniform Transfers to Minors Acts (or other
similar state statutes). Prior to any such transfer, 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 exchange the shares for shares
of another mutual fund advised by the Investment Adviser or its affiliates
pursuant to the exchange privilege. It is possible, however, that the firm to
which the account is to be transferred will not take delivery of shares of such
fund, and then the shareholder would have to redeem these shares so that the
cash proceeds can be transferred or continue to maintain an IRA or CBA (R)
account at Merrill Lynch for those shares.
Cash balances of participants who elect to have such funds automatically
invested in shares of a Portfolio will be invested as follows. Cash balances
arising from the sale of securities held in the account which do not settle on
the day of the transaction (such as most common and preferred stock
transactions) become available to the Program and will be invested in shares of
a Portfolio on the business day following the day that proceeds with respect
thereto are received in the account. Proceeds giving rise to cash balances from
the sale of securities held in the account settling on a same day basis and
from principal repayments on debt securities held in the account become
available to the Program and will be invested in shares of a Portfolio on the
next business day following receipt. Cash balances arising from dividends or
interest payments on securities held in the account or from a contribution to
the IRA account or a deposit into the CBA (R) account are invested in shares of
the Portfolios on the business day following the date the payment is received
in the account.
Merrill Lynch has advised the Program that it will not charge an annual
account fee upon any IRA or CBA (R) account which is then invested solely in
one or more of the Program's Portfolios or in a money market fund advised by
the Investment Adviser or its affiliates. If, however, a shareholder of any of
the Portfolios exchanges any of his or her shares of a Portfolio for shares of
another fund advised by the Investment Adviser or its affiliates, other than
shares of a Portfolio or a money market fund advised by the Investment Adviser
or its affiliates, then Merrill Lynch will reinstate the IRA or CBA (R) annual
account fee, as the case may be. For information about the current IRA fees
charged by Merrill Lynch, consult the Merrill Lynch IRA Disclosure Statement
and the Merrill Lynch IRA Custodial Agreement. For information about current
CBA (R) fees charged by Merrill Lynch, consult the Capital Builder (TM) Account
Agreement.
REDEMPTION OF SHARES
Reference is made to "Redemption of Shares" in the Prospectus for certain
information as to the redemption and repurchase of shares of the Portfolios.
The right to redeem shares or to receive payment with respect to any such
redemption may be suspended only for any period during which trading on the New
York Stock Exchange is restricted as determined by the Securities and Exchange
Commission (the "Commission") or such Exchange 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 any Portfolio is not
reasonably practicable, and for such other periods as the Commission may by
order permit for the protection of shareholders of the Portfolios.
18
<PAGE>
Distributions from an IRA account to a participant prior to the time the
participant reaches age 59 1/2 may subject the participant to income and excise
taxes. See "Dividends, Distributions and Taxes". There are, however, no adverse
tax consequences resulting from redemptions of shares of the Portfolios where
the redemption proceeds remain in the IRA account and are otherwise invested.
The Program is required to redeem for cash all shares of each Portfolio of
the Program. The redemption price is the net asset value per share next
determined after the initial receipt of proper notice of redemption as
described below. If such notice is received by Merrill Lynch prior to the
determination of net asset value on any day (15 minutes after the close of
business on the New York Stock Exchange), the redemption will be effective on
that day and payment generally will be made on the next business day. If the
notice is received after the determination of net asset value on any day, the
redemption will be effective on the next business day and payment will be made
on the second business day after receipt of the notice. Shareholders
liquidating their holdings will receive upon redemption all dividends
reinvested through the date of redemption. Accrued but unpaid dividends will be
paid on the payable date next following the date of redemption.
Any shareholder may redeem shares of the Portfolios by submitting a written
notice of redemption to Merrill Lynch. Participants in the Program should
contact their Merrill Lynch financial consultant to effect such redemptions.
Redemption requests should not be sent to the Program or to its Transfer Agent.
In the case of an IRA account, the notice must bear the signature of the person
in whose name the IRA is maintained, signed exactly as his or her name appears
on the IRA adoption agreement. In the case of a CBA (R) account, the notice
must bear the signature of the person named as custodian for the account.
DEFERRED SALES CHARGES--CLASS B SHARES
As discussed in the Prospectus under "Purchase of Shares--Deferred Sales
Charge Alternatives--Class B and Class C Shares", while Class B shares redeemed
within four years of purchase are subject to a CDSC, under most circumstances,
the charge is waived (i) on redemptions of Class B shares in connection with
certain post-retirement withdrawals from an IRA or other retirement plan or
(ii) on redemptions of Class B shares following the death or disability of a
Class B shareholder. Redemptions for which the waiver applies are: (a) any
partial or complete redemption in connection with a tax-free distribution
following retirement under a tax-deferred retirement plan or attaining age 59
1/2 in the case of an IRA or other retirement plan, or part of a series of
equal periodic payments (not less frequently than annually) made for the life
(or life expectancy) or any redemption resulting from the tax-free return of an
excess contribution to an IRA or (b) any partial or complete redemption
following the death or disability (as defined in the Code) of a Class B
shareholder (including one who owns the Class B shares as joint tenant with his
or her spouse), provided the redemption is requested within one year of the
death or initial determination of disability.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Reference is made to "Portfolio Transactions and Brokerage" in the
Prospectus. Subject to policies established by the Board of Directors of the
Program, the Investment Adviser is primarily responsible for the portfolio
decisions of each of the Portfolios and the placing of the portfolio
transactions for each of the Portfolios. With respect to such transactions, the
Investment Adviser seeks to obtain the best net results for each Portfolio,
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 involved and the firm's risk in positioning
a block of securities. While the Investment Adviser generally seeks reasonably
competitive commission rates, the Portfolios will not necessarily be paying the
lowest commission or spread available. Transactions with respect to the
securities of small and emerging growth companies in which the
19
<PAGE>
Fundamental Value and Growth Opportunity Portfolios may invest may involve
specialized services on the part of the broker or dealer and thereby entail
higher commissions or spreads than would be the case with transactions
involving more widely traded securities of more established companies. The
Portfolios have no obligation to deal with any broker in the execution of
transactions for their portfolio securities. In addition, consistent with the
Rules of Fair Practice of the NASD and policies established by the Directors of
the Program, the Investment Adviser may consider sales of shares of the
Portfolios as a factor in the selection of brokers or dealers to execute
portfolio transactions for the Portfolios.
The Program has been informed by Merrill Lynch that it will in no way, at any
time, attempt to influence or control the placing by the Investment Adviser or
by the Program of orders for brokerage transactions. Brokers and dealers,
including Merrill Lynch, who provide supplemental investment research (such as
securities and economic research and market forecasts) to the Investment
Adviser may receive orders for transactions by the Portfolios. If, in the
judgment of the Investment Adviser, a Portfolio will be benefited by such
supplemental research services, the Investment Adviser is authorized to pay
commissions to brokers furnishing such services which are in excess of
commissions which another broker may charge for the same transaction.
Information so received is in addition to and not in lieu of the services
required to be performed by the Investment Adviser under the Investment
Advisory Agreement with the Program, and the expenses of the Investment Adviser
will not necessarily be reduced as a result of the receipt of such supplemental
information. Supplemental investment research received by the Investment
Adviser may also be used in connection with other investment advisory accounts
of the Investment Adviser and its affiliates.
The Portfolios also may invest in securities traded in the over-the-counter
market. Transactions in the over-the-counter market generally are principal
transactions with dealers and the costs of such transactions involve dealer
spreads. With respect to the over-the-counter transactions, the Portfolios,
where possible, will deal directly with the dealers who make a market in the
securities involved except in those circumstances where better prices and
execution are available elsewhere. Such dealers usually act as principals for
their own account. On occasion, securities may be purchased directly from the
issuer. Bonds and money market securities are generally traded on a net basis
and do not normally involve either brokerage commissions or transfer taxes. The
cost of portfolio securities transactions of the Quality Bond and the U.S.
Government Securities Portfolios will consist primarily of dealer or
underwriter spreads.
Under the Investment Company Act, persons affiliated with the Program are
prohibited from dealing with the Portfolios as a principal in the purchase and
sale of securities unless a permissive order allowing such transactions is
obtained from the Commission. Since transactions in the over-the-counter market
usually involve transactions with dealers acting as principal for their own
account, affiliated persons of the Program, including Merrill Lynch, may not
serve as the Program's dealer in connection with such transactions. See
"Investment Objectives and Policies--Investment Restrictions". However,
affiliated persons of the Program may serve as its broker in the over-the-
counter transactions conducted on an agency basis.
The ability and decisions of the Global Opportunity, Fundamental Value and
Growth Opportunity Portfolios to purchase or sell portfolio securities may be
affected by laws or regulations relating to the convertibility and repatriation
of assets. Because the shares of the Portfolios are redeemable on a daily basis
in U.S. dollars, the Global Opportunity, Fundamental Value and Growth
Opportunity Portfolios intend to manage their portfolios so as to give
reasonable assurance that they 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 any significant effect on
portfolio strategies.
20
<PAGE>
The Global Opportunity, Fundamental Value and Growth Opportunity Portfolios
anticipate that brokerage transactions involving securities of companies
domiciled in countries other than the U.S. will be conducted primarily on the
principal stock exchanges of such countries. Brokerage commissions and other
transaction costs on foreign stock exchange transactions are generally higher
than in the U.S., although the Global Opportunity, Fundamental Value and Growth
Opportunity Portfolios will endeavor to achieve the best net results in
effecting the transactions. There is generally less governmental supervision
and regulation of foreign stock exchanges and brokers than in the U.S.
The Board of Directors of the Program has considered the possibilities of
seeking to recapture for the benefit of the Program brokerage commissions,
dealer spreads and other expenses of possible portfolio transactions, such as
underwriting commissions and tender offer solicitation fees, by conducting such
portfolio transactions through affiliated entities, including Merrill Lynch.
For example, brokerage commissions received by Merrill Lynch could be offset
against the advisory fee payable by the Program to the Investment Adviser.
After considering all factors deemed relevant, the Board made a determination
not to seek such recapture. The Board will reconsider this matter from time to
time. The Investment Adviser has arranged for the Program's custodian to
receive any tender offer solicitation fees on behalf of the Program payable
with respect to portfolio securities of the Program.
The Global Opportunity, Fundamental Value and Growth Opportunity Portfolios
may invest in the securities of foreign issuers in the form of American
Depositary Receipts (ADRs), European Depositary Receipts (EDRs) or other
securities convertible into securities of foreign issuers. These securities may
not necessarily be denominated in the same currency as the securities into
which they may be converted. ADRs are receipts typically issued by an American
bank or trust company which evidence ownership of underlying securities issued
by a foreign corporation. EDRs are receipts issued in Europe which evidence a
similar ownership arrangement. Generally, ADRs, which are issued in registered
form, are designed for use in the United States securities markets and EDRs,
which are issued in bearer form, are designed for use in European securities
markets.
Section 11(a) of the Securities Exchange Act of 1934 generally prohibits
members of the national securities exchanges from executing exchange
transactions for their affiliates and institutional accounts which 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
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 Portfolios in any
of the portfolio transactions executed on any such securities exchange of which
it is a member, appropriate consents have been obtained from the Program, and
annual statements as to aggregate compensation will be provided to the
Portfolios. The Commission has the authority to issue regulations to broaden
the prohibition contained in Section 11(a) to extend to transactions executed
otherwise than on a national securities exchange. While there is no indication
that it will do so, the Commission could under this authority issue regulations
at any time which would prohibit affiliates from executing portfolio
transactions for the Portfolios on foreign securities exchanges.
PORTFOLIO TURNOVER
Each Portfolio intends to comply with the various requirements of the
Internal Revenue Code so as to qualify as a "regulated investment company"
thereunder. See "Dividends, Distributions and Taxes". Among such requirements
is a limitation to less than 30% on the amount of gross income which the
Portfolios may
21
<PAGE>
derive from gain on the sale or other disposition of securities held for less
than three months. Accordingly, the Portfolios' ability to effect certain
portfolio transactions may be limited.
DETERMINATION OF NET ASSET VALUE
Reference is made to "Additional Information--Determination of Net Asset
Value" in the Prospectus concerning the determination of net asset value. The
net asset value of the shares of each Portfolio is determined once daily Monday
through Friday 15 minutes after the close of business on the New York Stock
Exchange (generally, 4:00 P.M., New York time) on each day during which the New
York Stock Exchange is open for trading. The New York Stock Exchange is not
open on New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. 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. Each Portfolio also will
determine its net asset value on any day in which there is sufficient trading
in its portfolio securities that the net asset value might be affected
materially, but only if on any such day the Portfolio is required to sell or
redeem shares. The net asset value per share of a Portfolio is computed by
dividing the sum of the value of the securities held by the Portfolio plus any
cash or other assets (including interest and dividends accrued but not yet
received) minus all liabilities (including accrued expenses) by the total
number of shares outstanding at such time, rounded to the nearest cent.
Expenses, including the investment advisory fees and distribution fees, are
accrued daily. The per share net asset value of the Class B, Class C and Class
D shares of a Portfolio generally will be lower than the per share net asset
value of the Class A shares of the same Portfolio reflecting the daily expense
accruals of the account maintenance, distribution and higher transfer agency
fees applicable with respect to the Class B and Class C shares and the daily
expense accruals of the account maintenance fees applicable with respect to the
Class D shares; moreover, the per share net asset value of the Class B and
Class C shares generally will be lower than the per share net asset value of
its Class D shares reflecting the daily expense accruals of the distribution
fees and higher transfer agency fees applicable with respect to the Class B and
Class C shares of the Portfolio. It is expected, however, that the per share
net asset value of the four classes will tend to converge (although not
necessarily meet) immediately after the payment of dividends or distributions,
which will differ by approximately the amount of the expense accrual
differential between the classes.
Portfolio securities which 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. 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 Directors as
the primary market. Securities traded in the over-the-counter market are valued
at the last available bid price in the over-the-counter market prior to the
time of valuation. Securities and assets for which market quotations are not
readily available are valued at fair market value as determined in good faith
by or under the direction of the Board of Directors of the Program.
Option Accounting Principles. When a Portfolio writes a call option, the
amount of the premium received is recorded on the books of the Portfolio as an
asset and an equivalent liability. The amount of the liability is subsequently
valued to reflect the current market value of the option written, based upon
the last sale price in the case of exchange-traded options or, in the case of
options traded in the over-the-counter
22
<PAGE>
market, the last asked 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 over-the-counter market, the last bid price.
SHAREHOLDER SERVICES
The Program offers a number of shareholder services and investment plans
designed to facilitate investment in its shares. Full details as to each of
such services, copies of the various plans described below and instructions as
to how to participate in the various services or plans, or how to change
options with respect thereto, can be obtained from the Program by calling the
telephone number on the cover page hereof or from the Distributor or Merrill
Lynch.
INVESTMENT ACCOUNT
A shareholder who maintains his or her account through a Merrill Lynch-
custodied IRA will receive information regarding activity in his or her Merrill
Lynch IRA as part of the Merrill Lynch retirement account statement. A
shareholder who maintains his or her account through the CBA(R) program will
receive information regarding activity in the CBA(R) account as part of his
CBA(R) statement. Shareholders also will receive separate confirmations for
each purchase or sale transaction other than reinvestments of ordinary income
dividends and long-term capital gains distributions. Shareholders considering
transferring an IRA or CBA(R) account in which Program shares are held from
Merrill Lynch to another brokerage firm or financial institution should be
aware that Program shares may only be held in a Merrill Lynch-custodied IRA or
a CBA(R) account established pursuant to the Uniform Gifts to Minors Acts or
Uniform Transfers to Minors Acts (or other similar state statutes). Prior to
any such transfer, 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 exchange the shares for shares of another mutual fund advised
by the Investment Adviser or its affiliates pursuant to the exchange privilege.
It is possible, however, that the firm to which the account is to be
transferred will not take delivery of shares of such fund, and then the
shareholder would have to redeem these shares so that the cash proceeds can be
transferred or such shareholder must continue to maintain a retirement account
at Merrill Lynch for those shares. In addition, shareholders considering
transferring the holdings in their IRA or CBA(R) account to a Merrill Lynch
brokerage account should be aware that because Program shares may only be held
in a Merrill Lynch-custodied IRA or a CBA(R) account established pursuant to
the Uniform Gifts to Minors Acts or Uniform Transfers to Minors Acts (or other
similar state statutes), the shares will also in this instance have to be
redeemed prior to such transfer or exchanged for another mutual fund advised by
the Investment Adviser or its affiliates.
AUTOMATIC REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
All dividends and capital gains distributions of a Portfolio are reinvested
automatically in full and fractional shares of that Portfolio, at the net asset
value per share, of the respective Portfolio next determined on the ex-dividend
date of such dividend or distribution. A shareholder may, at any time, by
written notification to Merrill Lynch, elect to have subsequent dividends or
both dividends and capital gains distributions paid in cash and held in such
shareholder's account rather than reinvested.
SYSTEMATIC REDEMPTION AND AUTOMATIC INVESTMENT PLANS
At age 59 1/2, a Class A or Class D shareholder whose shares are held in an
IRA account, may elect to receive systematic redemption payments from his or
her Investment Account in the form of payments by check or through automatic
payment by direct deposit to his or her bank account on either a monthly or
23
<PAGE>
quarterly basis. Regular additions of Class A, Class B, Class C or Class D
shares may be made to an investor's Investment Account by prearranged charges
of $50 or more to his or her regular bank account. Investors holding their
Program shares in a CBA (R) account may arrange to have periodic investments
made in shares of the Portfolios in such account in amounts of $100 or more
through the CMA (R)/CBA (R) Automated Investment Program. See "Dividends,
Distributions and Taxes" for consequences of withdrawals from IRA accounts
prior to age 59 1/2. In addition, Merrill Lynch offers an automated funding
service which permits regular current year IRA contributions of up to $2,000
per year to be made to IRAs and an automated investment program which may be
used for automated subsequent purchases of shares of the Program.
EXCHANGE PRIVILEGE
Shareholders of each class of shares of each of the Portfolios have an
exchange privilege with each other Portfolio of the Program and certain other
MLAM-advised mutual funds listed below. If, however, a shareholder of any of
the Portfolios exchanges any of his or her shares of a Portfolio for shares of
another MLAM-advised mutual fund, Merrill Lynch will reinstate the IRA or
CBA (R) annual account fee, as the case may be. Under the Merrill Lynch Select
PricingSM System, Class A shareholders may exchange Class A shares of a
Portfolio for Class A shares of a second Portfolio or another MLAM-advised
mutual fund if the shareholder holds any Class A shares of the second
Portfolio or fund in his 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
Portfolio or fund. If the Class A shareholder wants to exchange Class A shares
for shares of a second Portfolio or MLAM-advised mutual fund, but does not
hold Class A shares of the second Portfolio or fund in his account at the time
of the exchange and is not otherwise eligible to acquire Class A shares of the
second Portfolio or fund, the shareholder will receive Class D shares of the
second Portfolio or fund as a result of the exchange. Class D shares also may
be exchanged for Class A shares of a second Portfolio or MLAM-advised mutual
fund at any time as long as, at the time of the exchange, the shareholder
holds Class A shares of the second Portfolio or fund in the account in which
the exchange is made or is otherwise eligible to purchase Class A shares of
the second Portfolio or fund. Class B, Class C and Class D shares will be
exchangeable with shares of the same class of other Portfolios or MLAM-advised
mutual funds. For purposes of computing the CDSC that may be payable upon a
disposition of the shares acquired in the exchange, the holding period for the
previously owned shares of the Program is tacked on to the holding period of
the newly acquired shares of the other fund as more fully described below.
Class A, Class B, Class C and Class D shares also will be exchangeable for
shares of certain MLAM-advised money market funds specifically designated
below as available for exchange by holders of Class A, Class B, Class C or
Class D shares. Shares with a net asset value of at least $100 are required to
qualify for the exchange privilege, and any shares utilized in an exchange
must have been held by the shareholder for 15 days. It is contemplated that
the exchange privilege may be applicable to other new mutual funds whose
shares may be distributed by the Distributor.
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 Portfolio or MLAM-
advised mutual fund ("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
24
<PAGE>
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 a
Portfolio generally may be exchanged into the Class A or Class D shares of the
other Portfolios or funds or into shares of the Class A and Class D money
market funds with a reduced or without a sales charge.
In addition, each of the funds with Class B or Class C shares outstanding
("outstanding Class B or Class C shares") offers to exchange its Class B or
Class C shares for Class B or Class C shares, respectively, of another MLAM-
advised mutual fund ("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 Portfolio exercising the exchange privilege will continue to
be subject to the Portfolio'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 Portfolio acquired through
use of the exchange privilege will be subject to the Portfolio's CDSC schedule
if such schedule is higher than the CDSC schedule relating to the Class B
shares of the fund from which the exchange has been made. For purposes of
computing the sales charge that may be payable on a disposition of the new
Class B or Class C shares, the holding period for the outstanding Class B or
Class C shares is tacked on to the holding period of the new Class B or Class C
shares. For example, an investor may exchange Class B shares of a Portfolio for
those of Merrill Lynch Special Value Fund, Inc. ("Special Value Fund") after
having held the Portfolio 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
Portfolio 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 the new Class B
shares for more than five years.
Shareholders also may exchange shares of a Portfolio into shares of a money
market fund advised by the Investment Adviser or its affiliates, but the period
of time that Class B or Class C shares are held in a money market fund will not
count towards satisfaction of the holding period requirement for purposes of
reducing the CDSC or with respect to Class B shares, towards satisfaction of
the conversion period. However, shares of a money market fund which were
acquired as a result of an exchange for Class B or Class C shares of a
Portfolio may, in turn, be exchanged back into Class B or Class C shares,
respectively, of any fund offering such shares, in which event the holding
period for Class B or Class C shares of the fund will be aggregated with
previous holding periods for purposes of reducing the CDSC. Thus, for example,
an investor may exchange Class B shares of a Portfolio for shares of Merrill
Lynch Institutional Fund ("Institutional Fund") after having held the Portfolio
Class B shares for two and a half years and three years later decide to redeem
the shares of Institutional Fund for cash. At the time of this redemption, the
2% CDSC that would have been due had the Class B shares of the Portfolio been
redeemed for cash rather than exchanged for shares of Institutional Fund will
be payable. If instead of such redemption the shareholder exchanged such shares
for Class B shares of a fund which the shareholder continued to hold for an
additional two and half years, any subsequent redemption will not incur a CDSC.
25
<PAGE>
Set forth below is a description of the investment objectives of the other
funds into which exchanges can be made:
Funds Issuing Class A, Class B, Class C and Class D Shares:
Merrill Lynch Adjustable Rate
Securities Fund, Inc.......... High current income consistent with a policy
of limiting the degree of fluctuation in net
asset value by investing primarily in a
portfolio of adjustable rate securities,
consisting principally of mortgage-backed
and asset-backed securities.
Merrill Lynch Americas Income
Fund, Inc..................... A high level of current income, consistent
with prudent investment risk, by investing
primarily in debt securities denominated in
a currency of a country located in the
Western Hemisphere (i.e., North and South
America and the surrounding waters).
Merrill Lynch Arizona Limited
Maturity Municipal Bond Fund.. A portfolio of Merrill Lynch Multi-State
Limited Maturity Municipal Series Trust, a
series fund, whose objective is to provide
as high a level of income exempt from
Federal and Arizona income taxes as is
consistent with prudent investment
management through investment in a portfolio
primarily of intermediate-term investment
grade Arizona Municipal Bonds.
Merrill Lynch Arizona
Municipal Bond Fund........... A portfolio of Merrill Lynch Multi-State
Municipal Series Trust, a series fund, whose
objective is to provide as high a level of
income exempt from Federal and Arizona
income taxes as is consistent with prudent
investment management.
Merrill Lynch Arkansas
Municipal Bond Fund........... A portfolio of Merrill Lynch Multi-State
Municipal Series Trust, a series fund, whose
objective is to provide as high a level of
income exempt from Federal and Arkansas
income taxes as is consistent with prudent
investment management.
Merrill Lynch Asset Growth
Fund, Inc. ................... High total investment return, consistent with
prudent risk, from investment in United
States and foreign equity, debt and money
market securities the combination of which
will be varied both with respect to types of
securities and markets in response to
changing market and economic trends.
26
<PAGE>
Merrill Lynch Asset Income
Fund, Inc. ................... A high level of current income through
investment primarily in United States fixed
income securities.
Merrill Lynch Balanced Fund
for Investment and
Retirement, Inc............... As high a level of total investment return as
is consistent with reasonable risk by
investing in common stocks and other types
of securities, including fixed income
securities and convertible securities.
Merrill Lynch Basic Value
Fund, Inc..................... Capital appreciation and, secondarily, income
through investment in securities, primarily
equities, that are undervalued and therefore
represent basic investment value.
Merrill Lynch California
Insured Municipal Bond Fund... A portfolio of Merrill Lynch California
Municipal Series Trust, a series fund, whose
objective is to provide as high a level of
income exempt from Federal and California
income taxes as is consistent with prudent
investment management through investment in
a portfolio consisting primarily of insured
California Municipal Bonds.
Merrill Lynch California
Limited Maturity Municipal
Bond Fund..................... A portfolio of Merrill Lynch Multi-State
Limited Maturity Municipal Series Trust, a
series fund, whose objective is to provide
as high a level of income exempt from
Federal and California income taxes as is
consistent with prudent investment
management through investment in a portfolio
primarily of intermediate-term investment
grade California Municipal Bonds.
Merrill Lynch California
Municipal Bond Fund........... A portfolio of Merrill Lynch California
Municipal Series Trust, a series fund, whose
objective is to provide as high a level of
income exempt from Federal and California
income taxes as is consistent with prudent
investment management.
Merrill Lynch Capital Fund,
Inc........................... The highest total investment return
consistent with prudent risk through a fully
managed investment policy utilizing equity,
debt and convertible securities.
Merrill Lynch Colorado
Municipal Bond Fund........... A portfolio of Merrill Lynch Multi-State
Municipal Series Trust, a series fund, whose
objective is to provide as high a level of
income exempt from Federal and Colorado
income taxes as is consistent with prudent
investment management.
27
<PAGE>
Merrill Lynch Connecticut
Municipal Bond Fund........... A portfolio of Merrill Lynch Multi-State
Municipal Series Trust, a series fund, whose
objective is to provide as high a level of
income exempt from Federal and Connecticut
income taxes as is consistent with prudent
investment management.
Merrill Lynch Corporate Bond
Fund, Inc..................... Current income from three separate
diversified portfolios of fixed income
securities.
Merrill Lynch Developing
Capital Markets Fund, Inc..... Long-term appreciation through investment in
securities, principally equities, of issuers
in countries having smaller capital markets.
Merrill Lynch Dragon Fund,
Inc........................... Capital appreciation primarily through
investment in equity and debt securities of
issuers domiciled in developing countries
located in Asia and the Pacific Basin.
Merrill Lynch EuroFund......... Capital appreciation primarily through
investment in equity securities of
corporations domiciled in Europe.
Merrill Lynch Federal
Securities Trust.............. High current return through investments in
U.S. Government and Government agency
securities, including GNMA mortgage-backed
certificates and other mortgage-backed
Government securities.
Merrill Lynch Florida Limited
Maturity Municipal Bond Fund.. A portfolio of Merrill Lynch Multi-State
Limited Maturity Municipal Series Trust, a
series fund, whose objective is to provide
as high a level of income exempt from
Federal income taxes as is consistent with
prudent investment management while serving
to offer shareholders the opportunity to own
securities exempt from Florida intangible
personal property taxes through investment
in a portfolio primarily of intermediate-
term investment grade Florida Municipal
Bonds.
Merrill Lynch Florida
Municipal Bond Fund........... A portfolio of Merrill Lynch Multi-State
Municipal Series Trust, a series fund, whose
objective is to provide as high a level of
income exempt from Federal income taxes as
is consistent with prudent investment
management, while seeking to offer
shareholders the opportunity to own
securities exempt from Florida intangible
personal property taxes.
28
<PAGE>
Merrill Lynch Fund For
Tomorrow, Inc................. Long-term growth through investment in a
portfolio of good quality securities,
primarily common stock, potentially
positioned to benefit from demographic and
cultural changes as they affect consumer
markets.
Merrill Lynch Fundamental
Growth Fund, Inc.............. Long-term growth of capital through
investment in a diversified portfolio of
equity securities placing particular
emphasis on companies that have exhibited an
above-average growth rate in earnings.
Merrill Lynch Global
Allocation Fund, Inc. ........ High total return, consistent with prudent
risk, through a fully managed investment
policy utilizing U.S. and foreign equity,
debt and money market securities, the
combination of which will be varied from
time to time both with respect to the types
of securities and markets in response to
changing market and economic trends.
Merrill Lynch Global Bond Fund
for Investment and
Retirement.................... High total investment return from investment
in government and corporate bonds
denominated in various currencies and
multinational currency units.
Merrill Lynch Global
Convertible Fund, Inc......... High total return from investment primarily
in an internationally diversified portfolio
of convertible debt securities, convertible
preferred stock and "synthetic" convertible
securities consisting of a combination of
debt securities or preferred stock and
warrants or options.
Merrill Lynch Global Holdings,
Inc. (residents of Arizona
must meet investor
suitability standards)........ The highest total investment return
consistent with prudent risk through
worldwide investment in an internationally
diversified portfolio of securities.
Merrill Lynch Global Resources
Trust......................... Long-term growth and protection of capital
from investment in securities of domestic
and foreign companies that possess
substantial natural resource assets.
Merrill Lynch Global SmallCap
Fund, Inc. ................... Long-term growth of capital by investing
primarily in equity securities of companies
with relatively small market capitalizations
located in various foreign countries and in
the United States.
29
<PAGE>
Merrill Lynch Global Utility
Fund, Inc..................... Capital appreciation and current income
through investment of at least 65% of its
total assets in equity and debt securities
issued by domestic and foreign companies
primarily engaged in the ownership or
operation of facilities used to generate,
transmit or distribute electricity,
telecommunications, gas or water.
Merrill Lynch Growth Fund for
Investment and Retirement..... Growth of capital and, secondarily, income
from investment in a diversified portfolio
of equity securities placing principal
emphasis on those securities which
management of the fund believes to be
undervalued.
Merrill Lynch Healthcare Fund,
Inc. (residents of Wisconsin
must meet investor
suitability standards)........ Capital appreciation through worldwide
investment in equity securities of companies
that derive or are expected to derive a
substantial portion of their sales from
products and services in healthcare.
Merrill Lynch International
Equity Fund................... Capital appreciation and, secondarily, income
by investing in a diversified portfolio of
equity securities of issuers located in
countries other than the United States.
Merrill Lynch Latin America
Fund, Inc..................... Capital appreciation by investing primarily
in Latin American equity and debt
securities.
Merrill Lynch Maryland
Municipal Bond Fund........... A portfolio of Merrill Lynch Multi-State
Municipal Series Trust, a series fund, whose
objective is to provide as high a level of
income exempt from Federal and Maryland
income taxes as is consistent with prudent
investment management.
Merrill Lynch Massachusetts
Limited Maturity Municipal
Bond Fund..................... A portfolio of Merrill Lynch Multi-State
Limited Maturity Municipal Series Trust, a
series fund, whose objective is to provide
as high a level of income exempt from
Federal and Massachusetts income taxes as is
consistent with prudent investment
management through investment in a portfolio
primarily of intermediate-term investment
grade Massachusetts Municipal Bonds.
30
<PAGE>
Merrill Lynch Massachusetts
Municipal Bond Fund........... A portfolio of Merrill Lynch Multi-State
Municipal Series Trust, a series fund, whose
objective is to provide as high a level of
income exempt from Federal and Massachusetts
income taxes as is consistent with prudent
investment management.
Merrill Lynch Michigan Limited
Maturity Municipal Bond Fund.. A portfolio of Merrill Lynch Multi-State
Limited Maturity Municipal Series Trust, a
series fund, whose objective is to provide
as high a level of income exempt from
Federal and Michigan income taxes as is
consistent with prudent investment
management through investment in a portfolio
primarily of intermediate-term investment
grade Michigan Municipal Bonds.
Merrill Lynch Michigan
Municipal Bond Fund........... A portfolio of Merrill Lynch Multi-State
Municipal Series Trust, a series fund, whose
objective is to provide as high a level of
income exempt from Federal and Michigan
income taxes as is consistent with prudent
investment management.
Merrill Lynch Minnesota
Municipal Bond Fund........... A portfolio of Merrill Lynch Multi-State
Municipal Series Trust, a series fund, whose
objective is to provide as high a level of
income exempt from Federal and Minnesota
personal income taxes as is consistent with
prudent investment management.
Merrill Lynch Municipal Bond
Fund, Inc..................... Tax-exempt income from three separate
diversified portfolios of municipal bonds.
Merrill Lynch Municipal
Intermediate Term Fund........ Currently the only portfolio of Merrill Lynch
Municipal Series Trust, a series fund, whose
objective is to provide as high a level as
possible of income exempt from Federal
income taxes by investing in investment
grade obligations with a dollar weighted
average maturity of five to twelve years.
Merrill Lynch New Jersey
Limited Maturity Municipal
Bond Fund..................... A portfolio of Merrill Lynch Multi-State
Limited Maturity Municipal Series Trust, a
series fund, whose objective is to provide
as high a level of income exempt from
Federal and New Jersey income taxes as is
consistent with prudent investment
management through a portfolio primarily of
intermediate-term investment grade New
Jersey Municipal Bonds.
31
<PAGE>
Merrill Lynch New Jersey
Municipal Bond Fund........... A portfolio of Merrill Lynch Multi-State
Municipal Series Trust, a series fund, whose
objective is to provide as high a level of
income exempt from Federal and New Jersey
income taxes as is consistent with prudent
investment management.
Merrill Lynch New Mexico
Municipal Bond Fund........... A portfolio of Merrill Lynch Multi-State
Municipal Series Trust, a series fund, whose
objective is to provide as high a level of
income exempt from Federal and New Mexico
income taxes as is consistent with prudent
investment management.
Merrill Lynch New York Limited
Maturity Municipal Bond Fund.. A portfolio of Merrill Lynch Multi-State
Limited Maturity Municipal Series Trust, a
series fund, whose objective is to provide
as high a level of income exempt from
Federal, New York State and New York City
income taxes as is consistent with prudent
investment management through investment in
a portfolio primarily of intermediate-term
investment grade New York Municipal Bonds.
Merrill Lynch New York
Municipal Bond Fund........... A portfolio of Merrill Lynch Multi-State
Municipal Series Trust, a series fund, whose
objective is to provide as high a level of
income exempt from Federal, New York State
and New York City income taxes as is
consistent with prudent investment
management.
Merrill Lynch North Carolina
Municipal Bond Fund........... A portfolio of Merrill Lynch Multi-State
Municipal Series Trust, a series fund, whose
objective is to provide as high a level of
income exempt from Federal and North
Carolina income taxes as is consistent with
prudent investment management.
Merrill Lynch Ohio Municipal
Bond Fund..................... A portfolio of Merrill Lynch Multi-State
Municipal Series Trust, a series fund, whose
objective is to provide as high a level of
income exempt from Federal and Ohio income
taxes as is consistent with prudent
investment management.
Merrill Lynch Oregon Municipal
Bond Fund..................... A portfolio of Merrill Lynch Multi-State
Municipal Series Trust, a series fund, whose
objective is to provide as high a level of
income exempt from Federal and Oregon income
taxes as is consistent with prudent
investment management.
32
<PAGE>
Merrill Lynch Pacific Fund,
Inc........................... Capital appreciation by investing in equity
securities of corporations domiciled in Far
Eastern and Western Pacific countries,
including Japan, Australia, Hong Kong and
Singapore.
Merrill Lynch Pennsylvania
Limited Maturity Municipal
Bond Fund..................... A portfolio of Merrill Lynch Multi-State
Limited Maturity Municipal Series Trust, a
series fund, whose objective is to provide
as high a level of income exempt from
Federal and Pennsylvania income taxes as is
consistent with prudent investment
management through investment in a portfolio
of intermediate-term investment grade
Pennsylvania Municipal Bonds.
Merrill Lynch Pennsylvania
Municipal Bond Fund........... A portfolio of Merrill Lynch Multi-State
Municipal Series Trust, a series fund, whose
objective is to provide as high a level of
income exempt from Federal and Pennsylvania
personal income taxes as is consistent with
prudent investment management.
Merrill Lynch Phoenix Fund,
Inc........................... Long-term growth of capital by investing in
equity and fixed income securities,
including tax-exempt securities, of issuers
in weak financial condition or experiencing
poor operating results believed to be
undervalued relative to the current or
prospective condition of such issuer.
Merrill Lynch Short-Term
Global Income Fund, Inc....... As high a level of current income as is
consistent with prudent investment
management from a global portfolio of high
quality debt securities denominated in
various currencies and multinational
currency units and having remaining
maturities not exceeding three years.
Merrill Lynch Special Value
Fund, Inc..................... Long-term growth of capital from investments
in securities, primarily common stock, of
relatively small companies believed to have
special investment value and emerging growth
companies regardless of size.
Merrill Lynch Strategic
Dividend Fund................. Long-term total return from investment in
dividend paying common stocks which yield
more than Standard & Poor's 500 Composite
Stock Price Index.
33
<PAGE>
Merrill Lynch Technology Fund,
Inc........................... Capital appreciation through worldwide
investment in equity securities of companies
that derive or are expected to derive a
substantial portion of their sales from
products and services in technology.
Merrill Lynch Texas Municipal
Bond Fund..................... A portfolio of Merrill Lynch Multi-State
Municipal Series Trust, a series fund, whose
objective is to provide as high a level of
income exempt from Federal income taxes as
is consistent with prudent investment
management by investing primarily in a
portfolio of long-term, investment grade
obligations issued by the State of Texas,
its political subdivisions, agencies and
instrumentalities.
Merrill Lynch Utility Income
Fund, Inc..................... High current income through investment in
equity and debt securities issued by
companies which are primarily engaged in the
ownership or operation of facilities used to
generate, transmit or distribute
electricity, telecommunications, gas or
water.
Merrill Lynch World Income
Fund, Inc..................... High current income by investing in a global
portfolio of fixed income securities
denominated in various currencies, including
multinational currencies.
Class A Share Money Market Funds:
Merrill Lynch Ready
Assets Trust................... Preservation of capital, liquidity and the
highest possible current income consistent
with the foregoing objectives from the
short-term money market securities in which
the Trust invests.
Merrill Lynch Retirement
Reserves Money Fund
(available only for exchanges
within certain retirement
plans)........................ Currently the only portfolio of Merrill Lynch
Retirement Series Trust, a series fund,
whose objectives are current income,
preservation of capital and liquidity
available from investing in a diversified
portfolio of short-term money market
securities.
Merrill Lynch U.S.A.
Government Reserves........... Preservation of capital, current income and
liquidity available from investing in direct
obligations of the U.S. Government and
repurchase agreements relating to such
securities.
34
<PAGE>
Merrill Lynch U.S. Treasury
Money Fund.................... Preservation of capital, liquidity and
current income through investment
exclusively in a diversified portfolio of
short-term marketable securities which are
direct obligations of the U.S. Treasury.
Class B, Class C and Class D Share Money Market Funds:
Merrill Lynch Government Fund.. A portfolio of Merrill Lynch Funds for
Institutions Series, a series fund, whose
objective is to provide current income
consistent with liquidity and security of
principal from investment in securities
issued or guaranteed by the U.S. Government,
its agencies and instrumentalities and in
repurchase agreements secured by such
obligations.
Merrill Lynch Institutional
Fund.......................... A portfolio of Merrill Lynch Funds for
Institutions Series, a series fund, whose
objective is to provide maximum current
income consistent with liquidity and the
maintenance of a high quality portfolio of
money market securities.
Merrill Lynch Institutional
Tax-Exempt Fund............... A portfolio of Merrill Lynch Funds for
Institutions Series, a series fund, whose
objective is to provide current income
exempt from Federal income taxes,
preservation of capital and liquidity
available from investing in a diversified
portfolio of short-term, high quality
municipal bonds.
Merrill Lynch Treasury Fund.... A portfolio of Merrill Lynch Funds for
Institutions Series, a series fund, whose
objective is to provide current income
consistent with liquidity and security of
principal from investment in direct
obligations of the U.S. Treasury and up to
10% of its total assets in repurchase
agreements secured by such obligations.
Before effecting an exchange, shareholders should obtain a currently
effective prospectus of the fund into which the exchange is to be made.
To exercise the exchange privilege, shareholders should contact their Merrill
Lynch financial consultant, who will advise the Program of the exchange.
Shareholders of the Portfolios, and shareholders of the other funds described
above with shares for which certificates have not been issued, may exercise the
exchange privilege by wire through their securities dealers. The Program
reserves the right to require a properly completed Exchange Application. This
exchange privilege may be modified or terminated in accordance with the rules
of the Commission. The Program 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 at any time and thereafter may 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.
35
<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES
DIVIDENDS AND DISTRIBUTIONS
Reference is made to "Additional Information--Dividends and Distributions" in
the Prospectus.
FEDERAL TAX
RICs. The following is a general summary of the treatment of regulated
investment companies ("RICs") and their shareholders under the Internal Revenue
Code of 1986, as amended (the "Code"). The Program intends to qualify the
Growth Opportunity Portfolio and to continue to qualify the other four
Portfolios for the special tax treatment afforded RICs under the Code. If it so
qualifies, each Portfolio (but not its shareholders) will be subject to Federal
income tax with respect to the net ordinary income and net realized capital
gains which it distributes to Class A, Class B, Class C and Class D
shareholders. The Program intends to cause each Portfolio to distribute
substantially all of such income.
Each Portfolio of the Program is treated as a separate corporation for
Federal income tax purposes. Each Portfolio therefore is considered to be a
separate entity in determining its treatment under the rules for RICs described
in the Prospectus. Losses in one Portfolio do not offset gains in another
Portfolio, and the requirements (other than certain organizational
requirements) for qualifying for RIC status will be determined at the Portfolio
level rather than the Program level.
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 the Program intends to cause each Portfolio
to distribute its income and capital gains in the manner necessary to avoid
imposition of the 4% excise tax, there can be no assurance that sufficient
amounts of each Portfolio's taxable income and capital gains will be
distributed to avoid entirely the imposition of the tax. In such event, the
Portfolios will be liable for the tax only on the amount by which they do not
meet the foregoing distribution requirements.
Dividends paid by a Portfolio from its ordinary income and distributions of a
Portfolio's net realized short-term capital gains (together referred to
hereafter as "ordinary income dividends") are ordinarily taxable to
shareholders as ordinary income. Distributions made from a Portfolio's net
realized long-term capital gains (including long-term gains from certain
transactions in futures and options) ("capital gain dividends") are ordinarily
taxable to shareholders as long-term capital gains, regardless of the length of
time the shareholder has owned Portfolio shares. Distributions in excess of a
Portfolio'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
ordinarily constitute capital gains to such holder (assuming the shares are
held as a capital asset). Dividends are ordinarily taxable to shareholders even
though they are reinvested in additional shares of the Portfolio.
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 the Program or who, to the Program'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.
36
<PAGE>
IRAs. With the exception of CBA (R) accounts established pursuant to the
Uniform Gifts to Minors Acts or the Uniform Transfers to Minors Acts (or
similar state statutes), investment in the Portfolios is limited to
participants in IRAs for which Merrill Lynch acts as passive custodian.
Accordingly, the general description of the tax treatment of RICs as set forth
above is qualified for the IRA participants with respect to the special tax
treatment afforded IRAs under the Code. Under the Code, neither ordinary income
dividends nor capital gain dividends represent current income to shareholders
holding shares through an IRA. Rather, distributions from an IRA will be
taxable as ordinary income at the rate applicable to the participant at the
time of the distribution. Such distributions would include (i) any pre-tax
contributions to the IRA (including pre-tax contributions that have been rolled
over from another IRA or qualified retirement plan), and (ii) dividends
(whether or not such dividends are classified as ordinary income or capital
gain dividends). In addition to ordinary income tax, participants may be
subject to the imposition of excise taxes on any distributed amount, including:
(i) a 10 percent excise tax on any amount withdrawn from an IRA prior to the
participant's attainment of age 59 1/2; and (ii) a 15 percent excise tax on the
amount of any "excess distributions" (generally, amounts in excess of $150,000)
made from the IRA and any other IRA or qualified retirement plan annually.
Under certain limited circumstances (for example, if an individual for whose
benefit an IRA is established engages in any transaction prohibited under
Section 4975 of the Code with respect to such account), the IRA could cease to
be treated as an IRA as of the first day of such taxable year that such
transaction occurred. If an IRA through which a shareholder holds Portfolio
shares becomes ineligible for the special treatment afforded IRAs under the
Code, such shareholder will be treated as having received a distribution on
such first day of the taxable year from the IRA in an amount equal to the fair
market value of all assets in the account. Thus, the shareholder would be taxed
currently on (i) the amount of any pre-tax contributions and previously untaxed
dividends held within the account, and (ii) all ordinary income and capital
gain dividends paid by the Portfolios subsequent to such event, whether such
dividends are received in cash or reinvested in additional shares. These
ordinary income and capital gain dividends also might be subject to state and
local taxes. In the event of IRA disqualification, shareholders also could be
subject to the excise taxes described above. Additionally, IRA disqualification
may subject a nonresident alien shareholder to a 30% United States withholding
tax on ordinary income dividends paid by a Portfolio unless a reduced rate of
withholding or a withholding exemption is provided under applicable treaty law.
Dividends and interest received by the Global Opportunity Portfolio and, to a
lesser extent, the Fundamental Value and Growth Opportunity Portfolios, 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. Because of their participation in an IRA, shareholders
will not be able to credit or deduct such taxes in computing their taxable
incomes. However, in the event of IRA disqualification, as discussed above,
shareholders of the Global Opportunity Portfolio might be entitled to a credit
or deduction with respect to their proportionate shares of foreign taxes paid
by the Portfolio, subject to certain conditions and limitations in the Code, if
the Portfolio is eligible and makes an election with the Internal Revenue
Service. It is unlikely, however, that either the Fundamental Value or the
Growth Opportunity Portfolio will be able to make this election.
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 or administrative action
either prospectively or retroactively.
37
<PAGE>
STATE TAX
Ordinary income and capital gain dividends on RIC shares held in a
disqualified IRA or outside of an IRA may also be subject to state and local
taxes. Certain states exempt from state income taxation dividends paid by RICs
which are derived from interest on United States Government obligations. State
law varies as to whether dividend income attributable to United States
Government obligations is exempt from state income tax. Generally, however,
states exempt from state income taxation dividends on shares held within an
IRA, and commence taxation on amounts actually distributed from an IRA. Such
amounts are generally treated as ordinary income.
Shareholders are urged to consult their own 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 Program.
PERFORMANCE DATA
From time to time the Program may include each Portfolio's average total
return and other total return data, as well as yield for the Quality Bond and
U.S. Government Securities Portfolios, in advertisements or information
furnished to present or prospective shareholders. Total return and yield
figures are based on each Portfolio's historical performance and are not
intended to indicate future performance. Average annual total return and yield
are determined separately for Class A, Class B, Class C and Class D shares of
each Portfolio in accordance with formulae specified by the Commission.
Average annual total return quotations for each Portfolio 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.
The Program also may quote each Portfolio's total return and aggregate total
return performance data for various specified time periods. Such data will be
computed as described above, except that (1) the rates of return calculated
will not be average annual rates, but rather, actual annual, annualized or
aggregate rates of return 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
since the aggregate rates of return reflect compounding over a longer period of
time. The Program's total return may be expressed either as a percentage or as
a dollar amount in order to illustrate the effect of such total return on a
hypothetical $1,000 investment in a Portfolio at the beginning of each
specified period.
Yield quotations for a Portfolio are computed based on a 30-day period by
dividing (a) the net income based on the yield of each security earned during
the period by (b) the average daily number of shares
38
<PAGE>
outstanding in each Portfolio during the period that were entitled to receive
dividends (c) multiplied by the maximum offering price/net asset value per
share of that Portfolio on the last day of the period.
Total return figures and yield figures are based on each Portfolio's
historical performance and are not intended to indicate future performance.
Each Portfolio's total return will vary depending on market conditions, the
securities comprising such Portfolio's holdings, the Portfolio's operating
expenses and the amount of realized and unrealized net capital gains or losses
during the period. The value of an investment in any Portfolio will fluctuate
and an investor's shares, when redeemed, may be worth more or less than their
original cost.
On occasion, a Portfolio may compare its performance to that of the Standard
& Poor's 500 Composite Stock Price Index, the Dow Jones Industrial Average, or
performance data published by Lipper Analytical Services, Inc., Morningstar
Publications, Inc., Money Magazine, U.S. News & World Report, Business Week,
CDA Investment Technology, Inc., Forbes Magazine and Fortune Magazine. As with
other performance data, performance comparisons should not be considered
representative of the Portfolio's relative performance for any future period.
Set forth below is the total return information for the Class A, Class B,
Class C and Class D shares of each of the Portfolios for the periods indicated.
Information is not provided for Growth Opportunity Portfolio since it commenced
operations subsequent to March 31, 1995.
<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES
----------------------------------- -----------------------------------
REDEEMABLE VALUE REDEEMABLE VALUE
EXPRESSED AS A OF A HYPOTHETICAL EXPRESSED AS A OF A HYPOTHETICAL
PERCENTAGE BASED $1,000 INVESTMENT PERCENTAGE BASED $1,000 INVESTMENT
ON A HYPOTHETICAL AT THE END OF ON A HYPOTHETICAL AT THE END OF
$1,000 INVESTMENT THE PERIOD $1,000 INVESTMENT THE PERIOD
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
FUNDAMENTAL VALUE
PORTFOLIO
-----------------------
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
(INCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. (6.61)% $ 989.20 1.27 % $1,002.00
<CAPTION>
ANNUAL TOTAL RETURN
(EXCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. 4.40 % $ 1,044.00 4.20 % $1,042.00
<CAPTION>
AGGREGATE TOTAL RETURN
(INCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. (1.08)% $ 989.20 0.20 % $1,002.00
QUALITY BOND PORTFOLIO
----------------------
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
(INCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. (17.69)% $ 969.50 (19.14)% $ 966.80
<CAPTION>
ANNUAL TOTAL RETURN
(EXCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. 0.99 % $ 1,009.90 0.68 % $1,006.80
<CAPTION>
AGGREGATE TOTAL RETURN
(INCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. (3.05)% $ 969.50 (3.32)% $ 966.80
</TABLE>
39
<PAGE>
<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES
----------------------------------- -----------------------------------
REDEEMABLE VALUE REDEEMABLE VALUE
EXPRESSED AS A OF A HYPOTHETICAL EXPRESSED AS A OF A HYPOTHETICAL
PERCENTAGE BASED $1,000 INVESTMENT PERCENTAGE BASED $1,000 INVESTMENT
ON A HYPOTHETICAL AT THE END OF ON A HYPOTHETICAL AT THE END OF
$1,000 INVESTMENT THE PERIOD $1,000 INVESTMENT THE PERIOD
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
U.S. GOVERNMENT SECURI-
TIES PORTFOLIO
-----------------------
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
(INCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. (6.26)% $ 989.80 (6.19)% $ 989.90
<CAPTION>
ANNUAL TOTAL RETURN
(EXCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. 3.10 % $ 1,031.00 2.99 % $1,029.90
<CAPTION>
AGGREGATE TOTAL RETURN
(INCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. (1.02)% $ 989.80 (1.01)% $ 989.90
GLOBAL OPPORTUNITY
PORTFOLIO
------------------
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
(INCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. (24.65)% $ 956.00 (19.04)% $ 967.00
<CAPTION>
ANNUAL TOTAL RETURN
(EXCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. 0.90 % $ 1,009.00 0.70 % $1,007.00
<CAPTION>
AGGREGATE TOTAL RETURN
(INCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. (4.40)% $ 956.00 (3.30)% $ 967.00
<CAPTION>
CLASS C SHARES CLASS D SHARES
----------------------------------- -----------------------------------
REDEEMABLE VALUE REDEEMABLE VALUE
EXPRESSED AS A OF A HYPOTHETICAL EXPRESSED AS A OF A HYPOTHETICAL
PERCENTAGE BASED $1,000 INVESTMENT PERCENTAGE BASED $1,000 INVESTMENT
ON A HYPOTHETICAL AT THE END OF ON A HYPOTHETICAL AT THE END OF
$1,000 INVESTMENT THE PERIOD $1,000 INVESTMENT THE PERIOD
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
FUNDAMENTAL VALUE
PORTFOLIO
-----------------------
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
(INCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. 21.92% $1,032.00 (7.17)% $1,011.80
<CAPTION>
ANNUAL TOTAL RETURN
(EXCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. 4.20% $1,042.00 4.30 % $1,043.00
<CAPTION>
AGGREGATE TOTAL RETURN
(INCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. 3.20% $1,032.00 (1.18)% $1,011.80
QUALITY BOND PORTFOLIO
----------------------
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
(INCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. (2.05)% $ 996.70 (18.89)% $ 967.30
<CAPTION>
ANNUAL TOTAL RETURN
(EXCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. 0.67 % $1,006.70 0.76 % $1,007.60
<CAPTION>
AGGREGATE TOTAL RETURN
(INCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. (0.33)% $ 996.70 (3.27)% $ 967.30
</TABLE>
40
<PAGE>
<TABLE>
<CAPTION>
CLASS C SHARES CLASS D SHARES
----------------------------------- -----------------------------------
REDEEMABLE VALUE REDEEMABLE VALUE
EXPRESSED AS A OF A HYPOTHETICAL EXPRESSED AS A OF A HYPOTHETICAL
PERCENTAGE BASED $1,000 INVESTMENT PERCENTAGE BASED $1,000 INVESTMENT
ON A HYPOTHETICAL AT THE END OF ON A HYPOTHETICAL AT THE END OF
$1,000 INVESTMENT THE PERIOD $1,000 INVESTMENT THE PERIOD
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
U.S. GOVERNMENT SECURI-
TIES PORTFOLIO
-----------------------
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
(INCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. 13.15 % $1,019.80 (5.87)% $ 990.40
<CAPTION>
ANNUAL TOTAL RETURN
(EXCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. 2.98 % $1,029.80 3.17 % $1,031.70
<CAPTION>
AGGREGATE TOTAL RETURN
(INCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. 1.98 % $1,019.80 (0.96)% $ 990.40
GLOBAL OPPORTUNITY
PORTFOLIO
------------------
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
(INCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. (1.87)% $ 997.00 (25.12)% $ 955.10
<CAPTION>
ANNUAL TOTAL RETURN
(EXCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. 0.70 % $1,007.00 0.80 % $1,008.00
<CAPTION>
AGGREGATE TOTAL RETURN
(INCLUDING MAXIMUM APPLICABLE SALES CHARGES)
<S> <C> <C> <C> <C>
Inception (February 1,
1995) to March 31,
1995................. (0.30)% $ 997.00 (4.49)% $ 955.10
</TABLE>
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 shares applicable to
certain investors, as described under "Purchase of Shares" and "Redemption of
Shares", respectively, the total return data quoted by the Program in
advertisements directed to such investors may take into account the reduced,
and not the maximum, sales charge or may take into account the waiver of 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.
GENERAL INFORMATION
DESCRIPTION OF SHARES
The Program was incorporated under Maryland law on May 12, 1994. As of the
date of this Statement of Additional Information, it has an authorized capital
of 200,000,000 shares of Common Stock, par value $0.10 per share, of which
125,000,000 have been designated as follows: Fundamental Value Portfolio Series
Common Stock which consists of 6,250,000 Class A shares, 6,250,000 Class B
shares, 6,250,000 Class C shares and 6,250,000 Class D shares; Quality Bond
Portfolio Series Common Stock which consists of 6,250,000 Class A shares,
6,250,000 Class B shares, 6,250,000 Class C shares and 6,250,000 Class D
shares; U.S. Government Securities Portfolio Series Common Stock which consists
of 6,250,000 Class A shares, 6,250,000 Class B shares, 6,250,000 Class C shares
and 6,250,000 Class D shares; Global Opportunity Portfolio Series Common Stock
which consists of 6,250,000 Class A shares, 6,250,000 Class B shares, 6,250,000
Class C shares and 6,250,000 Class D shares; and Growth Opportunity Portfolio
Series Common Stock which consists of 6,250,000 Class A shares, 6,250,000 Class
B shares, 6,250,000 Class C shares and 6,250,000 Class D shares. The Board of
Directors of the Program may classify and reclassify the shares of a Portfolio
into additional classes of Common Stock at a future date.
41
<PAGE>
Shareholders are entitled to one vote for each share held and fractional
votes for fractional shares held and will vote on the election of Directors
and any other matter submitted to a shareholder vote. The Program does not
intend to hold meetings of shareholders in any year in which the Investment
Company Act does not require shareholders to act on any of the following
matters: (i) election of Directors; (ii) approval of an investment advisory
agreement; (iii) approval of a distribution agreement; and (iv) ratification
of selection of independent auditors. Generally, under Maryland law, a meeting
of shareholders may be called for any purpose on the written request of the
holders of at least 10% of the outstanding shares of the Program. Voting
rights for Directors are not cumulative. Shares issued are fully paid and non-
assessable and have no preemptive or conversion rights. Redemption rights are
discussed elsewhere herein and in the Prospectus. Each share is entitled to
participate equally in dividends and distributions declared by the Program and
in the net assets of the Program on liquidation or dissolution after
satisfaction of outstanding liabilities. Stock certificates are issued by the
Transfer Agent only on specific request. Certificates for fractional shares
are not issued in any case.
COMPUTATION OF OFFERING PRICE PER SHARE
The offering price for Portfolio shares, based on the value of each
Portfolio's net assets and number of shares outstanding as of March 31, 1995,
is calculated as set forth below (information is not provided for Growth
Opportunity Portfolio since it commenced operations subsequent to March 31,
1995):
<TABLE>
<CAPTION>
FUNDAMENTAL VALUE PORTFOLIO GLOBAL OPPORTUNITY PORTFOLIO
------------------------------------------ ----------------------------------------
CLASS A CLASS B CLASS C CLASS D CLASS A CLASS B CLASS C CLASS D
---------- ---------- ---------- -------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets.............. $2,123,496 $5,458,945 $1,177,326 $681,431 $8,106,563 $4,129,447 $716,581 $335,433
========== ========== ========== ======== ========== ========== ======== ========
Number of Shares
Outstanding............ 203,457 523,935 112,994 65,315 803,666 410,182 71,180 33,275
========== ========== ========== ======== ========== ========== ======== ========
Net Asset Value Per
Share (net assets
divided by number of
shares outstanding).... $ 10.44 $ 10.42 $ 10.42 $ 10.43 $ 10.09 $ 10.07 $ 10.07 $ 10.08
Sales Charge(1)......... .58* ** ** .58* .56* ** ** .56*
---------- ---------- ---------- -------- ---------- ---------- -------- --------
Offering Price.......... $ 11.02 $ 10.42 $ 10.42 $ 11.01 $ 10.65 $ 10.07 $ 10.07 $ 10.64
========== ========== ========== ======== ========== ========== ======== ========
<CAPTION>
QUALITY BOND PORTFOLIO U.S. GOVERNMENT SECURITIES PORTFOLIO
------------------------------------------ ----------------------------------------
CLASS A CLASS B CLASS C CLASS D CLASS A CLASS B CLASS C CLASS D
---------- ---------- ---------- -------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets.............. $2,022,993 $ 909,094 $ 237,533 $ 78,052 $5,151,355 $ 753,778 $182,891 $ 43,704
========== ========== ========== ======== ========== ========== ======== ========
Number of Shares
Outstanding............ 202,370 90,972 23,771 7,810 506,478 74,109 17,983 4,295
========== ========== ========== ======== ========== ========== ======== ========
Net Asset Value Per
Share (net assets
divided by number of
shares outstanding).... $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.17 $ 10.17 $ 10.17 $ 10.18
Sales Charge(1)......... .42* ** ** .42* .42* ** ** .42*
---------- ---------- ---------- -------- ---------- ---------- -------- --------
Offering Price.......... $ 10.42 $ 10.00 $ 10.00 $ 10.42 $ 10.59 $ 10.17 $ 10.17 $ 10.60
========== ========== ========== ======== ========== ========== ======== ========
</TABLE>
--------
(1) For Class A and Class D shares of each Portfolio as follows: Fundamental
Value and Global Opportunity Portfolios, 5.25% of offering price (5.54% of
net asset value per share); Quality Bond and U.S. Government Securities
Portfolios, 4.00% of offering price (4.17% of net asset value per share).
* 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 of shares. See "Purchase of Shares--
Deferred Sales Charge Alternatives--Class B and Class C Shares" in the
Prospectus.
42
<PAGE>
INDEPENDENT AUDITORS
Deloitte & Touche llp, 117 Campus Drive, Princeton, New Jersey 08540, has
been selected as the independent auditors of the Program. The independent
auditors are responsible for auditing the annual financial statements of the
Program.
CUSTODIAN
The Bank of New York, 90 Washington Street, 12th Floor, New York, New York
10286, acts as Custodian of the Program's assets. The Custodian is responsible
for safeguarding and controlling the Program's cash and securities, handling
the receipt and delivery of securities and collecting interest and dividends on
the Program's investments.
TRANSFER AGENT
Merrill Lynch Financial Data Services, Inc., 4800 Deer Lake Drive East,
Jacksonville, Florida 32246-6484, acts as the Program's transfer agent. The
Transfer Agent is responsible for the issuance, transfer and redemption of
shares and the opening, maintenance and servicing of shareholder accounts. See
"Management of the Program--Transfer Agency Services" in the Prospectus.
LEGAL COUNSEL
Brown & Wood, One World Trade Center, New York, New York 10048-0557, is
counsel for the Program.
REPORTS TO SHAREHOLDERS
The fiscal year of the Program ends on January 31 of each year. The Program
will send to its shareholders at least semiannually reports showing the
Program'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.
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 Program has filed with the Commission, Washington,
D.C., under the Securities Act and the Investment Company Act to which
reference is hereby made.
Certain Record Holders. On April 30, 1995, the Merrill Lynch Group, Inc.,
P.O. Box 9000, Princeton, New Jersey 08543-9000, owned of record the following
percentages of the outstanding shares of common stock of the Portfolios
indicated:
<TABLE>
<CAPTION>
PORTFOLIO PERCENT
--------- -------
<S> <C>
Fundamental Value.............................................. 13.1%
Quality Bond................................................... 49.6%
U.S. Government Securities..................................... 77.1%
Global Opportunity............................................. 46.7%
</TABLE>
43
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholder,
Fundamental Value Portfolio of
Merrill Lynch Retirement Asset Builder Program, Inc.:
We have audited the accompanying statement of assets and liabilities of the
Fundamental Value Portfolio (the "Portfolio") of Merrill Lynch Retirement Asset
Builder Program, Inc. as of January 31, 1995. This financial statement is the
responsibility of the Portfolio's management. Our responsibility is to express
an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such statement of assets and liabilities presents fairly, in
all material respects, the financial position of the Portfolio as of January
31, 1995, in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Princeton, New Jersey
May 19, 1995
44
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
FUNDAMENTAL VALUE PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
JANUARY 31, 1995
<TABLE>
<S> <C>
Assets:
Cash................................................................ $ 25,000
Prepaid Registration Fees........................................... 84,546
Deferred organization costs......................................... 15,500
--------
Total assets.......................................................... 125,046
Liabilities:
Liabilities and accrued expenses.................................... 100,046
--------
Net Assets............................................................ $ 25,000
========
Net Assets Consist Of:
Class A Shares of Common Stock, $.10 par value, 6,250,000 shares
authorized......................................................... $ 63
Class B Shares of Common Stock, $.10 par value, 6,250,000 shares
authorized......................................................... 63
Class C Shares of Common Stock, $.10 par value, 6,250,000 shares
authorized......................................................... 63
Class D Shares of Common Stock, $.10 par value, 6,250,000 shares
authorized......................................................... 63
Paid-in Capital in excess of par.................................... 24,748
--------
Net Assets............................................................ $ 25,000
========
Net Asset Value Per Share:
Class A--Based on net assets of $6,250 and 625 shares outstanding... $ 10.00
========
Class B--Based on net assets of $6,250 and 625 shares outstanding... $ 10.00
========
Class C--Based on net assets of $6,250 and 625 shares outstanding... $ 10.00
========
Class D--Based on net assets of $6,250 and 625 shares outstanding... $ 10.00
========
</TABLE>
--------
Notes to Statement of Assets and Liabilities
(1) Fundamental Value Portfolio (the "Portfolio") is one of the four
portfolios of Merrill Lynch Retirement Asset Builder Program, Inc. (the
"Program") which was organized as a Maryland corporation on May 12, 1994.
The Program is registered under the Investment Company Act of 1940 as an
open-end investment company.
(2) The Portfolio has entered into an Investment Advisory Agreement (the
"Investment Advisory Agreement") with Merrill Lynch Asset Management (the
"Investment Adviser"), and distribution agreements (the "Distribution
Agreements") with Merrill Lynch Funds Distributor, Inc. (the
"Distributor"). (See "Management and Advisory Arrangements" in the
Statement of Additional Information.) Certain officers and/or directors of
the Program are officers and/or directors of the Investment Adviser and/or
the Distributor.
(3) Prepaid registration fees are charged to income as the related shares are
issued.
(4) Deferred organization expenses will be amortized over a period from the
date the Portfolio commences operations not exceeding five years. In the
event that the Investment Adviser (or any subsequent holder) redeems any
of its original shares prior to the end of the five-year period, the
proceeds of the redemption payable in respect of such shares shall be
reduced by the pro rata share (based on the proportionate share of the
original shares redeemed to the total number of original shares
outstanding at the time of redemption) of the unamortized deferred
organization expenses as of the date of such redemption. In the event that
the Portfolio is liquidated prior to the end of the five-year period, the
Investment Adviser (or any subsequent holder) shall bear the unamortized
deferred organization expenses.
45
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholder,
Quality Bond Portfolio of
Merrill Lynch Retirement Asset Builder Program, Inc.:
We have audited the accompanying statement of assets and liabilities of the
Quality Bond Portfolio (the "Portfolio") of Merrill Lynch Retirement Asset
Builder Program, Inc. as of January 31, 1995. This financial statement is the
responsibility of the Portfolio's management. Our responsibility is to express
an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such statement of assets and liabilities presents fairly, in
all material respects, the financial position of the Portfolio as of January
31, 1995, in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Princeton, New Jersey
May 19, 1995
46
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
QUALITY BOND PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
JANUARY 31, 1995
<TABLE>
<S> <C>
Assets:
Cash................................................................ $ 25,000
Prepaid Registration Fees........................................... 84,546
Deferred organization costs......................................... 15,500
--------
Total assets.......................................................... 125,046
Liabilities:
Liabilities and accrued expenses.................................... 100,046
--------
Net Assets............................................................ $ 25,000
========
Net Assets Consist Of:
Class A Shares of Common Stock, $.10 par value, 6,250,000 shares
authorized......................................................... $ 63
Class B Shares of Common Stock, $.10 par value, 6,250,000 shares
authorized......................................................... 63
Class C Shares of Common Stock, $.10 par value, 6,250,000 shares
authorized......................................................... 63
Class D Shares of Common Stock, $.10 par value, 6,250,000 shares
authorized......................................................... 63
Paid-in Capital in excess of par.................................... 24,748
--------
Net Assets............................................................ $ 25,000
========
Net Asset Value Per Share:
Class A--Based on net assets of $6,250 and 625 shares outstanding .. $ 10.00
========
Class B--Based on net assets of $6,250 and 625 shares outstanding .. $ 10.00
========
Class C--Based on net assets of $6,250 and 625 shares outstanding .. $ 10.00
========
Class D--Based on net assets of $6,250 and 625 shares outstanding .. $ 10.00
========
</TABLE>
--------
Notes to Statement of Assets and Liabilities
(1) Quality Bond Portfolio (the "Portfolio") is one of the four portfolios of
Merrill Lynch Retirement Asset Builder Program, Inc. (the "Program") which
was organized as a Maryland corporation on May 12, 1994. The Program is
registered under the Investment Company Act of 1940 as an open-end
investment company.
(2) The Portfolio has entered into an Investment Advisory Agreement (the
"Investment Advisory Agreement") with Merrill Lynch Asset Management (the
"Investment Adviser"), and distribution agreements (the "Distribution
Agreements") with Merrill Lynch Funds Distributor, Inc. (the
"Distributor"). (See "Management and Advisory Arrangements" in the
Statement of Additional Information.) Certain officers and/or directors of
the Program are officers and/or directors of the Investment Adviser and/or
the Distributor.
(3) Prepaid registration fees are charged to income as the related shares are
issued.
(4) Deferred organization expenses will be amortized over a period from the
date the Portfolio commences operations not exceeding five years. In the
event that the Investment Adviser (or any subsequent holder) redeems any
of its original shares prior to the end of the five-year period, the
proceeds of the redemption payable in respect of such shares shall be
reduced by the pro rata share (based on the proportionate share of the
original shares redeemed to the total number of original shares
outstanding at the time of redemption) of the unamortized deferred
organization expenses as of the date of such redemption. In the event that
the Portfolio is liquidated prior to the end of the five-year period, the
Investment Adviser (or any subsequent holder) shall bear the unamortized
deferred organization expenses.
47
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholder,
U.S. Government Securities Portfolio of
Merrill Lynch Retirement Asset Builder Program, Inc.:
We have audited the accompanying statement of assets and liabilities of the
U.S. Government Securities Portfolio (the "Portfolio") of Merrill Lynch
Retirement Asset Builder Program, Inc. as of January 31, 1995. This financial
statement is the responsibility of the Portfolio's management. Our
responsibility is to express an opinion on this financial statement based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such statement of assets and liabilities presents fairly, in
all material respects, the financial position of the Portfolio as of January
31, 1995, in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Princeton, New Jersey
May 19, 1995
48
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
U.S. GOVERNMENT SECURITIES PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
JANUARY 31, 1995
<TABLE>
<S> <C>
Assets:
Cash................................................................ $ 25,000
Prepaid Registration Fees........................................... 84,546
Deferred organization costs......................................... 15,500
--------
Total assets.......................................................... 125,046
Liabilities:
Liabilities and accrued expenses.................................... 100,046
--------
Net Assets............................................................ $ 25,000
========
Net Assets Consist Of:
Class A Shares of Common Stock, $.10 par value, 6,250,000 shares
authorized......................................................... $ 63
Class B Shares of Common Stock, $.10 par value, 6,250,000 shares
authorized......................................................... 63
Class C Shares of Common Stock, $.10 par value, 6,250,000 shares
authorized......................................................... 63
Class D Shares of Common Stock, $.10 par value, 6,250,000 shares
authorized......................................................... 63
Paid-in Capital in excess of par.................................... 24,748
--------
Net Assets............................................................ $ 25,000
========
Net Asset Value Per Share:
Class A--Based on net assets of $6,250 and 625 shares outstanding... $ 10.00
========
Class B--Based on net assets of $6,250 and 625 shares outstanding... $ 10.00
========
Class C--Based on net assets of $6,250 and 625 shares outstanding... $ 10.00
========
Class D--Based on net assets of $6,250 and 625 shares outstanding... $ 10.00
========
</TABLE>
--------
Notes to Statement of Assets and Liabilities
(1) U.S. Government Securities Portfolio (the "Portfolio") is one of the four
portfolios of Merrill Lynch Retirement Asset Builder Program, Inc. (the
"Program") which was organized as a Maryland corporation on May 12, 1994.
The Program is registered under the Investment Company Act of 1940 as an
open-end investment company.
(2) The Portfolio has entered into an Investment Advisory Agreement (the
"Investment Advisory Agreement") with Merrill Lynch Asset Management (the
"Investment Adviser"), and distribution agreements (the "Distribution
Agreements") with Merrill Lynch Funds Distributor, Inc. (the
"Distributor"). (See "Management and Advisory Arrangements" in the
Statement of Additional Information.) Certain officers and/or directors of
the Program are officers and/or directors of the Investment Adviser and/or
the Distributor.
(3) Prepaid registration fees are charged to income as the related shares are
issued.
(4) Deferred organization expenses will be amortized over a period from the
date the Portfolio commences operations not exceeding five years. In the
event that the Investment Adviser (or any subsequent holder) redeems any
of its original shares prior to the end of the five-year period, the
proceeds of the redemption payable in respect of such shares shall be
reduced by the pro rata share (based on the proportionate share of the
original shares redeemed to the total number of original shares
outstanding at the time of redemption) of the unamortized deferred
organization expenses as of the date of such redemption. In the event that
the Portfolio is liquidated prior to the end of the five-year period, the
Investment Adviser (or any subsequent holder) shall bear the unamortized
deferred organization expenses.
49
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholder,
Global Opportunity Portfolio of
Merrill Lynch Retirement Asset Builder Program, Inc.:
We have audited the accompanying statement of assets and liabilities of the
Global Opportunity Portfolio (the "Portfolio") of Merrill Lynch Retirement
Asset Builder Program, Inc. as of January 31, 1995. This financial statement is
the responsibility of the Portfolio's management. Our responsibility is to
express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such statement of assets and liabilities presents fairly, in
all material respects, the financial position of the Portfolio as of January
31, 1995, in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Princeton, New Jersey
May 19, 1995
50
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
GLOBAL OPPORTUNITY PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
JANUARY 31, 1995
<TABLE>
<S> <C>
Assets:
Cash................................................................ $ 25,000
Prepaid Registration Fees .......................................... 84,546
Deferred organization costs......................................... 15,500
--------
Total assets.......................................................... 125,046
Liabilities:
Liabilities and accrued expenses.................................... 100,046
--------
Net Assets ........................................................... $ 25,000
========
Net Assets Consist Of:
Class A Shares of Common Stock, $.10 par value, 6,250,000 shares
authorized........................................................ $ 63
Class B Shares of Common Stock, $.10 par value, 6,250,000 shares
authorized........................................................ 63
Class C Shares of Common Stock, $.10 par value, 6,250,000 shares
authorized........................................................ 63
Class D Shares of Common Stock, $.10 par value, 6,250,000 shares
authorized........................................................
Paid-in Capital in excess of par.................................... 24,748
--------
Net Assets ........................................................... $ 25,000
========
Net Asset Value Per Share:
Class A--Based on net assets of $6,250 and 625 shares outstanding... $ 10.00
========
Class B--Based on net assets of $6,250 and 625 shares outstanding... $ 10.00
========
Class C--Based on net assets of $6,250 and 625 shares outstanding... $ 10.00
========
Class D--Based on net assets of $6,250 and 625 shares outstanding... $ 10.00
========
</TABLE>
--------
Notes to Statement of Assets and Liabilities
(1) Global Opportunity Portfolio (the "Portfolio") is one of the four
portfolios of Merrill Lynch Retirement Asset Builder Program, Inc. (the
"Program") which was organized as a Maryland corporation on May 12, 1994.
The Program is registered under the Investment Company Act of 1940 as an
open-end investment company.
(2) The Portfolio has entered into an Investment Advisory Agreement (the
"Investment Advisory Agreement") with Merrill Lynch Asset Management (the
"Investment Adviser"), and distribution agreements (the "Distribution
Agreements") with Merrill Lynch Funds Distributor, Inc. (the
"Distributor"). (See "Management and Advisory Arrangements" in the
Statement of Additional Information.) Certain officers and/or directors of
the Program are officers and/or directors of the Investment Adviser and/or
the Distributor.
(3) Prepaid registration fees are charged to income as the related shares are
issued.
(4) Deferred organization expenses will be amortized over a period from the
date the Portfolio commences operations not exceeding five years. In the
event that the Investment Adviser (or any subsequent holder) redeems any
of its original shares prior to the end of the five-year period, the
proceeds of the redemption payable in respect of such shares shall be
reduced by the pro rata share (based on the proportionate share of the
original shares redeemed to the total number of original shares
outstanding at the time of redemption) of the unamortized deferred
organization expenses as of the date of such redemption. In the event that
the Portfolio is liquidated prior to the end of the five-year period, the
Investment Adviser (or any subsequent holder) shall bear the unamortized
deferred organization expenses.
51
<PAGE>
THE FOLLOWING FINANCIAL STATEMENTS FOR THE PORTFOLIOS FOR THE PERIOD FEBRUARY
1, 1995 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1995 ARE UNAUDITED.
These unaudited interim financial statements reflect all adjustments which
are, in the opinion of management, necessary to a fair statement of the results
for the interim period presented. All such adjustments are of a normal
recurring nature. Information is not provided for Growth Opportunity Portfolio
since it commenced operations subsequent to the date of this Prospectus.
52
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
FUNDAMENTAL VALUE PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED)
MARCH 31, 1995
(IN US DOLLARS)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
VALUE PERCENT OF
LATIN AMERICA INDUSTRIES SHARES HELD INVESTMENTS COST (NOTE 1a) NET ASSETS
------------------------------------------------------------------------------------------------------------
<C> <C> <C> <S> <C> <C> <C>
Argentina Oil & Gas Producers 6,000 Yacimientos Petroliferos
Fiscales S.A.
(Sponsored) (ADR)* $104,495 $114,000 1.2%
---------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN
ARGENTINA 104,495 114,000 1.2
------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN
LATIN AMERICA 104,495 114,000 1.2
------------------------------------------------------------------------------------------------------------
NORTH AMERICA
------------------------------------------------------------------------------------------------------------
United Aerospace & Defense 2,000 United Technologies
States Corporation 133,130 138,250 1.5
---------------------------------------------------------------------------------------------------
Apparel 5,000 +Fruit of the Loom, Inc. 121,425 131,250 1.4
---------------------------------------------------------------------------------------------------
Automobiles 8,000 Ford Motor Co. 209,500 216,000 2.3
6,000 General Motors Corp. 246,183 265,500 2.8
-------- -------- ---
455,683 481,500 5.1
---------------------------------------------------------------------------------------------------
Capital Equipment 3,000 Eaton Corp. 149,775 162,750 1.7
---------------------------------------------------------------------------------------------------
Chemicals 2,000 Union Carbide Corp. 51,370 61,250 0.6
---------------------------------------------------------------------------------------------------
Commercial Services 2,300 Aviall, Inc. 14,777 15,237 0.2
---------------------------------------------------------------------------------------------------
Computers 5,000 +Digital Equipment Corp. 158,425 189,375 2.0
8,000 +Storage Technology
Corp. 155,980 153,000 1.6
15,000 +Syquest Technology Inc. 181,932 180,000 1.9
10,000 +Western Digital Corp. 152,400 137,500 1.5
-------- -------- ---
648,737 659,875 7.0
---------------------------------------------------------------------------------------------------
Environmental 20,000 +Allwaste, Inc. 111,200 120,000 1.3
5,000 +Tetra Tech, Inc. 52,137 59,375 0.6
-------- -------- ---
163,337 179,375 1.9
---------------------------------------------------------------------------------------------------
Financial Services 3,000 Citicorp 126,825 127,500 1.4
13,000 +National Auto Credit, Inc. 139,915 146,250 1.5
-------- -------- ---
266,740 273,750 2.9
---------------------------------------------------------------------------------------------------
Foods 2,000 General Mills, Inc. 119,495 119,250 1.3
---------------------------------------------------------------------------------------------------
Hotels 10,500 +John Q. Hammons Hotel Inc.
135,247 141,750 1.5
---------------------------------------------------------------------------------------------------
Industrial 24,000 +Burlington Industries, Inc.
269,955 273,000 2.9
---------------------------------------------------------------------------------------------------
Information Processing 15,000 +UNISYS Corp. 145,125 138,750 1.5
---------------------------------------------------------------------------------------------------
Machine--Diversified 1,000 Deere & Co. 71,685 81,250 0.9
------------------------------------------------------------------------------------------------------------
</TABLE>
53
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
FUNDAMENTAL VALUE PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1995
(IN US DOLLARS)
<TABLE>
-----------------------------------------------------------------------------------------------------------------
<CAPTION>
NORTH AMERICA VALUE PERCENT OF
(CONCLUDED) INDUSTRIES SHARES HELD INVESTMENTS COST (NOTE 1a) NET ASSETS
-----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <S> <C> <C> <C>
United States Oil & Gas Producers 10,000 KCS Energy Inc. $ 157,870 $ 161,250 1.7%
(concluded)
--------------------------------------------------------------------------------------------------------
Oil--Integrated 11,600 Total Petroleum (North
America) Ltd. 122,581 142,100 1.5
--------------------------------------------------------------------------------------------------------
Oil Services 5,000 Halliburton Co. 181,185 181,875 1.9
15,000 +Varco International, Inc. 92,030 114,375 1.2
---------- ---------- ----
273,215 296,250 3.1
--------------------------------------------------------------------------------------------------------
Pharmaceuticals 4,000 Bristol-Myers
Squibb Co. 248,125 252,000 2.7
--------------------------------------------------------------------------------------------------------
Property & Casualty 8,000 TIG Holdings, Inc. 161,185 180,000 1.9
Insurance
--------------------------------------------------------------------------------------------------------
Real Estate Investment 3,000 Simon Property Group 71,805 73,125 0.8
Trust
--------------------------------------------------------------------------------------------------------
Retail 12,000 Liz Clairborne, Inc. 201,470 213,000 2.3
--------------------------------------------------------------------------------------------------------
Retail Apparel 6,000 Limited, Inc. (The) 106,745 138,750 1.5
--------------------------------------------------------------------------------------------------------
Semiconductors 12,000 +National Semiconductor
Corp. 222,720 210,000 2.2
--------------------------------------------------------------------------------------------------------
Steel 7,000 USX-US Steel
Group, Inc. 217,700 236,250 2.5
--------------------------------------------------------------------------------------------------------
Utilities 4,000 Texas Utilities Co. 132,365 127,000 1.3
--------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN THE
UNITED STATES 4,662,262 4,886,962 51.9
-----------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN
NORTH AMERICA 4,662,262 4,886,962 51.9
-----------------------------------------------------------------------------------------------------------------
WESTERN EUROPE
-----------------------------------------------------------------------------------------------------------------
United
Kingdom Conglomerates 8,000 +ADT Limited (ADR)* 83,385 98,000 1.0
--------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN THE
UNITED KINGDOM 83,385 98,000 1.0
-----------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN
WESTERN EUROPE 83,385 98,000 1.0
-----------------------------------------------------------------------------------------------------------------
<CAPTION>
SHORT-TERM FACE
SECURITIES AMOUNT ISSUE
-----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <S> <C> <C> <C>
United States Commercial Paper** US$ 277,000 General Electric Capital
Corp., 6.25% due
4/03/1995 276,904 276,904 2.9
-----------------------------------------------------------------------------------------------------------------
</TABLE>
54
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
FUNDAMENTAL VALUE PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED)(CONCLUDED)
MARCH 31, 1995
(IN US DOLLARS)
<TABLE>
---------------------------------------------------------------------------------------------------------
<CAPTION>
SHORT-TERM FACE VALUE PERCENT OF
SECURITIES AMOUNT ISSUE COST (NOTE 1a) NET ASSETS
---------------------------------------------------------------------------------------------------------
<C> <C> <C> <S> <C> <C> <C>
United States US Government & Federal Home Loan
(concluded) Agency Obligations** Mortgage Corp.:
$ 600,000 5.88% due 4/03/1995 $ 599,804 $ 599,804 6.3%
457,000 5.92% due 4/07/1995 456,549 456,549 4.8
Federal National
Mortgage Association:
100,000 5.91% due 4/05/1995 99,934 99,934 1.1
200,000 5.91% due 4/20/1995 199,376 199,376 2.1
US Treasury Bills:
700,000 5.40% due 4/06/1995 699,475 699,475 7.4
300,000 5.48% due 4/06/1995 299,772 299,772 3.2
900,000 5.58% due 4/06/1995 899,303 899,303 9.5
500,000 5.63% due 4/06/1995 499,609 499,609 5.3
1,000,000 5.72% due 4/20/1995 996,981 996,981 10.6
-----------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN
SHORT-TERM SECURITIES 5,027,707 5,027,707 53.2
---------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS $9,877,849 10,126,669 107.3
----------
LIABILITIES IN EXCESS OF OTHER ASSETS (685,471) (7.3)
----------- -----
NET ASSETS $ 9,441,198 100.0%
----------- -----
---------------------------------------------------------------------------------------------------------
</TABLE>
--------
* American Depositary Receipt (ADR).
** Commercial paper and certain US Government & Agency
Obligations are traded on a discount basis; the interest rates
shown are the rates paid at the time of purchase by the Program.
+ Non-income producing security.
See Notes to Financial Statements.
55
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
QUALITY BOND PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED)
MARCH 31, 1995
(IN US DOLLARS)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
SHORT-TERM FACE VALUE
SECURITIES AMOUNT ISSUE COST (NOTE 1a)
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
US Government US Treasury Bills:
Obligations*-- $ 35,000 5.52% due 4/20/1995 $ 34,909 $ 34,909
97.1% 20,000 5.53% due 4/20/1995 19,948 19,948
70,000 5.55% due 4/20/1995 69,817 69,817
50,000 5.57% due 4/20/1995 49,868 49,868
118,000 5.58% due 4/20/1995 117,689 117,689
45,000 5.59% due 4/20/1995 44,881 44,881
420,000 5.60% due 4/20/1995 418,889 418,889
30,000 5.61% due 4/20/1995 29,921 29,921
40,000 5.62% due 4/20/1995 39,894 39,894
65,000 5.63% due 4/20/1995 64,827 64,827
2,080,000 5.67% due 4/20/1995 2,074,430 2,073,910
55,000 5.70% due 4/20/1995 54,852 54,852
75,000 5.75% due 4/20/1995 74,796 74,796
60,000 5.87% due 4/20/1995 59,834 59,834
--------------------------------------------------------------------------------------------------------------
Total Investments in Short-Term Securities--97.1% 3,154,555 3,154,035
--------------------------------------------------------------------------------------------------------------
Total Investments--97.1% $3,154,555 3,154,035
----------
Other Assets Less Liabilities--2.9% 93,637
----------
Net Assets--100.0% $3,247,672
----------
--------------------------------------------------------------------------------------------------------------
</TABLE>
--------
* Certain US Government Obligations are traded on a discount
basis; the interest rates shown are the discount rates paid at the
time of purchase by the Program.
See Notes to Financial Statements.
56
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
U.S. GOVERNMENT SECURITIES PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED)
MARCH 31, 1995
(IN US DOLLARS)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
FACE INTEREST MATURITY VALUE
ISSUE AMOUNT RATE DATE (NOTE 1a)
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
US Government Obligations*--53.88%
-------------------------------------------------------------------------------
United States Treasury Notes $ 900,000 6.875% 3/21/2000 $ 893,953
2,310,000 7.875 11/15/2004 2,409,607
-------------------------------------------------------------------------------
Total US Government Obligations
(Cost--$3,235,191) 3,303,560
-------------------------------------------------------------------------------
US Government Agency Mortgage-Backed Obligations**--42.98%
-------------------------------------------------------------------------------
Federal Home Loan Mortgage
Corporation 2,418,070 11.50 6/01/2019 2,635,696
-------------------------------------------------------------------------------
Total US Government Agency Mortgage-Backed Obligations
(Cost--$2,614,735) 2,635,696
-------------------------------------------------------------------------------
Total Investments (Cost--$5,849,926)--96.86% 5,939,256
Other Assets Less Liabilities--3.14% 192,472
----------
Net Assets--100.00% $6,131,728
----------
-------------------------------------------------------------------------------
</TABLE>
--------
* Certain US Government Obligations are traded on a discount
basis; the interest rate shown is the discount rate paid at the time
of purchase by the Program.
** Mortgage-Backed Obligations are subject to principal paydowns
as a result of prepayments or refinancing of the underlying
mortgage instruments. As a result, the average life may be
substantially less than the original maturity.
See Notes to Financial Statements.
57
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
GLOBAL OPPORTUNITY PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED)
MARCH 31, 1995
(IN US DOLLARS)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
PERCENT
FACE VALUE OF NET
COUNTRY AMOUNT* CORPORATE BONDS COST (NOTE 1A) ASSETS
-----------------------------------------------------------------------------------------
<C> <C> <S> <C> <C> <C>
Argentina
-----------------------------------------------------------------------------------------
Industrial $170,000 Telefonica de Argentina,
8.375% due 10/01/2000 $132,600 $133,875 1.0%
-----------------------------------------------------------------------------------------
Oil & Gas Producers 100,000 Yacimientos Petroliferos
Fiscales S.A.--
(Sponsored)(ADR), 8.00%
due 2/15/2004 ** 73,000 79,000 0.6
-----------------------------------------------------------------------------------------
Canada
-----------------------------------------------------------------------------------------
Cellular Telephone(s) 100,000 Rogers Communication
Inc., 10.875% due
4/15/2004 100,250 100,500 0.8
-----------------------------------------------------------------------------------------
Conglomerates 100,000 Sherritt Gordon Ltd.,
9.75% due 4/01/2003 95,500 97,875 0.7
-----------------------------------------------------------------------------------------
Financial Services 100,000 Groupe Videotron Ltee,
10.625% due 2/15/2005 99,375 101,500 0.8
-----------------------------------------------------------------------------------------
Industrial 100,000 Gulf Canada Resources,
Ltd., 9.25% due
1/15/2004 95,000 95,000 0.7
-----------------------------------------------------------------------------------------
United States
-----------------------------------------------------------------------------------------
Broadcasting & Publishing 100,000 Katz Corp., 12.75% due
11/15/2002 102,750 104,500 0.8
-----------------------------------------------------------------------------------------
Building & Construction 100,000 Webb (Del E.) Corp.,
9.75% due 3/01/2003 86,000 90,000 0.7
-----------------------------------------------------------------------------------------
Cellular Telephone(s) 100,000 Dial Page, Inc., 12.25%
due 2/15/2000 101,000 101,000 0.8
-----------------------------------------------------------------------------------------
Chemicals 160,000 G I Holdings Inc.,
13.10% due
10/01/1998(a) 102,633 103,200 0.8
-----------------------------------------------------------------------------------------
Communications 100,000 Panamsat L.P., 9.75% due
8/01/2000 96,250 98,750 0.7
-----------------------------------------------------------------------------------------
Consumer--Products 140,000 Coleman Holdings, 11.47%
due 5/27/1998(a) 98,672 98,000 0.7
-----------------------------------------------------------------------------------------
Cosmetics 100,000 Revlon Consumer Products
Corp., 9.375% due
4/01/2001 89,905 93,000 0.7
-----------------------------------------------------------------------------------------
Energy 100,000 TransTexas Gas Corp.,
10.50% due
9/01/2000 96,375 100,625 0.8
-----------------------------------------------------------------------------------------
Financial Services 100,000 Reliance Group Holdings,
Inc., 9.75% due
11/15/2003 88,750 91,500 0.7
-----------------------------------------------------------------------------------------
Hotel(s) 100,000 John Q. Hammons Hotels,
8.875% due 2/15/2004 89,750 93,250 0.7
-----------------------------------------------------------------------------------------
Hotels & Casinos 100,000 Ballys Park Place
Funding Corp., 9.25%
due 3/15/2004 88,000 88,500 0.7
-----------------------------------------------------------------------------------------
Industrial 100,000 Repap Wisconsin, Inc.,
9.25% due 2/01/2002 89,500 93,750 0.7
-----------------------------------------------------------------------------------------
Medical 100,000 National Medical
Enterprises Inc.,
10.125% due 3/01/2005 100,000 102,625 0.8
-----------------------------------------------------------------------------------------
Steel 100,000 WCI Steel, Inc., 10.50%
due 3/01/2002 97,000 96,500 0.7
-----------------------------------------------------------------------------------------
Textiles 100,000 WestPoint Stevens, Inc.,
9.375% due 12/15/2005 90,625 91,500 0.7
-----------------------------------------------------------------------------------------
Transportation 100,000 Viking Star Shipping
Co., 9.625% due
7/15/2003 93,000 94,000 0.7
-----------------------------------------------------------------------------------------
</TABLE>
58
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
GLOBAL OPPORTUNITY PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1995
(IN US DOLLARS)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
PERCENT
FACE VALUE OF NET
COUNTRY AMOUNT* CORPORATE BONDS COST (NOTE 1a) ASSETS
----------------------------------------------------------------------------------------------
<C> <C> <S> <C> <C> <C>
Utilities $ 100,000 Beaver Valley Funding
Co., 8.625% due
6/01/2007 $ 82,000 $ 83,250 0.6%
100,000 CTC Mansfield Funding
Corp., 11.125% due
9/30/2016 98,750 98,999 0.7
----------------------------------------------------------------------------------------------
Total Investments in
Corporate Bonds 2,286,685 2,330,699 17.6
----------------------------------------------------------------------------------------------
<CAPTION>
U.S. GOVERNMENT & AGENCY
OBLIGATIONS
----------------------------------------------------------------------------------------------
<C> <C> <S> <C> <C> <C>
United States of America 1,000,000 US Treasury Note, 7.50%
due 2/15/2005 1,027,031 1,020,310 7.7
----------------------------------------------------------------------------------------------
Total Investments in
U.S. Government &
Agency Obligations 1,027,031 1,020,310 7.7
----------------------------------------------------------------------------------------------
<CAPTION>
FOREIGN GOVERNMENT &
AGENCY OBLIGATIONS
----------------------------------------------------------------------------------------------
<C> <C> <S> <C> <C> <C>
Germany 700,000 Bundes Obligations,
7.375% due 1/03/2005 506,346 508,817 3.8
----------------------------------------------------------------------------------------------
Total Investments in
Foreign Government &
Agency Obligations 506,346 508,817 3.8
----------------------------------------------------------------------------------------------
<CAPTION>
SHARES
INDUSTRY HELD U.S. STOCKS
----------------------------------------------------------------------------------------------
<C> <C> <S> <C> <C> <C>
Aerospace & Defense 1,500 United Technologies
Corporation 95,903 103,687 0.8
----------------------------------------------------------------------------------------------
Agriculture 4,700 Archer-Daniels-Midland
Company 96,092 87,538 0.7
----------------------------------------------------------------------------------------------
Automobile Parts 2,000 Stewart & Stevenson
Services, Inc. 70,797 70,500 0.5
----------------------------------------------------------------------------------------------
Automobiles 4,000 Ford Motor Co. 107,194 108,000 0.8
----------------------------------------------------------------------------------------------
Capital Goods 5,500 Keystone International,
Inc. 96,580 118,938 0.9
----------------------------------------------------------------------------------------------
Chemicals 2,800 Nalco Chemical Company 93,296 94,150 0.7
Shanghai Petrochemical
3,800 Co., Ltd. 95,266 112,100 0.8
----------------------------------------------------------------------------------------------
Commercial--Services 3,000 +Kelly Services, Inc. 93,870 108,000 0.8
----------------------------------------------------------------------------------------------
Hospital Supplies 2,700 Abbott Laboratories 94,352 96,187 0.7
----------------------------------------------------------------------------------------------
Industrial 5,000 Comsat Corporation 90,350 93,125 0.7
----------------------------------------------------------------------------------------------
Insurance 4,000 +Humana, Inc. 97,280 102,500 0.8
----------------------------------------------------------------------------------------------
Natural Resources 6,800 Canadian Pacific Limited 96,458 102,000 0.8
----------------------------------------------------------------------------------------------
Office--Related 2,900 Pitney Bowes, Inc. 98,915 104,400 0.8
----------------------------------------------------------------------------------------------
Oil--Integrated 3,000 Phillips Petroleum
Company 94,305 109,875 0.8
----------------------------------------------------------------------------------------------
Oil Service 4,900 Dresser Industries, Inc. 96,457 104,125 0.8
1,800 Schlumberger Limited 95,976 107,325 0.8
----------------------------------------------------------------------------------------------
Pharmaceuticals 2,400 Merck & Co., Inc. 95,868 102,300 0.8
----------------------------------------------------------------------------------------------
Photography 1,800 Eastman Chemical Co. 95,508 100,125 0.7
2,000 Eastman Kodak Company 97,140 106,250 0.8
----------------------------------------------------------------------------------------------
</TABLE>
59
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
GLOBAL OPPORTUNITY PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1995
(IN US DOLLARS)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
SHARES VALUE PERCENT OF
INDUSTRY HELD U.S. STOCKS COST (NOTE 1a) NET ASSETS
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Pollution Control 2,900 General Signal Corporation $ 103,514 $ 103,312 0.8%
6,000 +Wheelabrator Technologies Inc. 95,670 81,750 0.6
---------------------------------------------------------------------------------------------------------
Telecommunications 2,900 GTE Corporation 98,440 96,425 0.7
2,800 Northern Telecom Limited 96,796 106,050 0.8
---------------------------------------------------------------------------------------------------------
Utilities--
Communications 1,900 AT&T Corp. 96,083 98,325 0.7
---------------------------------------------------------------------------------------------------------
Utilities--Electric 5,600 +California Energy Company, Inc. 96,236 89,600 0.7
---------------------------------------------------------------------------------------------------------
Total Investments in U.S. Stocks 2,388,346 2,506,587 18.8
---------------------------------------------------------------------------------------------------------
<CAPTION>
FOREIGN STOCKS
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Argentina
---------------------------------------------------------------------------------------------------------
Banking 5,000 Banco Frances del Rio de la Plata S.A. 80,350 90,625 0.7
---------------------------------------------------------------------------------------------------------
Oil & Gas Producers 4,700 Yacimientos Petroliferos Fiscales S.A.
(Sponsored) (ADR)** 98,394 89,300 0.7
---------------------------------------------------------------------------------------------------------
Australia
---------------------------------------------------------------------------------------------------------
Multi--Industry 40,000 Pacific Dunlop Limited 93,681 87,290 0.7
---------------------------------------------------------------------------------------------------------
Chile
---------------------------------------------------------------------------------------------------------
Banking 5,500 +Banco O'Higgins S.A. 101,392 97,625 0.7
---------------------------------------------------------------------------------------------------------
France
---------------------------------------------------------------------------------------------------------
Building & Construction 800 Compagnie de Saint-Gobain 94,832 99,584 0.7
---------------------------------------------------------------------------------------------------------
Communication Equipment 1,100 Alcatel Alsthom 91,344 99,467 0.7
---------------------------------------------------------------------------------------------------------
Oil--International 3,300 TOTAL SA, (ADR)** 94,281 99,000 0.7
---------------------------------------------------------------------------------------------------------
Germany
---------------------------------------------------------------------------------------------------------
Electronics 200 Siemens AG 94,252 92,832 0.7
---------------------------------------------------------------------------------------------------------
Machinery & Equipment 350 Mannesmann AG 95,224 88,943 0.7
---------------------------------------------------------------------------------------------------------
Multi-Industry 300 Preussag AG 91,752 83,333 0.6
---------------------------------------------------------------------------------------------------------
Hong Kong
---------------------------------------------------------------------------------------------------------
Real Estate 17,000 Sun Hung Kai Properties Limited 104,273 115,987 0.9
---------------------------------------------------------------------------------------------------------
Indonesia
---------------------------------------------------------------------------------------------------------
Telecommunications 3,000 +P.T. Indonesia Satellite (ADR)** 95,430 105,750 0.8
---------------------------------------------------------------------------------------------------------
</TABLE>
60
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
GLOBAL OPPORTUNITY PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1995
(IN US DOLLARS)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
SHARES VALUE PERCENT OF
INDUSTRY HELD FOREIGN STOCKS COST (NOTE 1a) NET ASSETS
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Italy
------------------------------------------------------------------------------------------------------------
Building Materials 24,000 +Italcementi SpA $ 93,046 $ 66,321 0.5%
------------------------------------------------------------------------------------------------------------
Japan
------------------------------------------------------------------------------------------------------------
Building & Construction 8,000 Maeda Corporation 89,098 91,022 0.7
10,000 Okumura Corporation 91,981 89,552 0.7
------------------------------------------------------------------------------------------------------------
Building Materials 7,000 Asahi Glass Co., Ltd. 82,898 81,975 0.6
------------------------------------------------------------------------------------------------------------
Capital Goods 12,000 Hitachi Cable, Ltd. 92,460 88,037 0.7
14,000 Mitsubishi Heavy Industries, Ltd. 94,894 100,138 0.7
------------------------------------------------------------------------------------------------------------
Electronics 5,000 Matsushita Electric Industrial Co., Ltd. 71,070 80,367 0.6
------------------------------------------------------------------------------------------------------------
Food Processing 5,000 Yamazaki Baking Co., Ltd. 89,111 94,719 0.7
------------------------------------------------------------------------------------------------------------
Industrial 6,000 Toto Ltd. 91,919 92,997 0.7
------------------------------------------------------------------------------------------------------------
Insurance 15,000 Nippon Fire & Marine Insurance Co., Ltd. 93,756 106,602 0.8
9,000 Tokio Marine & Fire Insurance Co. Ltd. 97,273 101,780 0.8
------------------------------------------------------------------------------------------------------------
Machinery 200 Smc Corporation 9,680 9,874 0.1
------------------------------------------------------------------------------------------------------------
Photography 6,000 Canon Inc. 88,100 98,507 0.7
------------------------------------------------------------------------------------------------------------
Retail Stores 2,000 Ito-Yokado Co., Ltd. 92,743 98,737 0.7
------------------------------------------------------------------------------------------------------------
Textiles 15,000 Toray Industries, Inc. 95,214 101,435 0.8
------------------------------------------------------------------------------------------------------------
Trading 11,000 Kamigumi Co., Ltd. 91,627 105,453 0.8
9,000 Sumitomo Corp. 87,447 81,630 0.6
------------------------------------------------------------------------------------------------------------
Malaysia
------------------------------------------------------------------------------------------------------------
Automotive & Equipment 39,000 UMW Holdings BHD 98,720 95,630 0.7
------------------------------------------------------------------------------------------------------------
Mexico
------------------------------------------------------------------------------------------------------------
Capital Goods 44,000 Cementos Mexicanos, S.A. de C.V. (Cemex) 131,719 96,399 0.7
------------------------------------------------------------------------------------------------------------
Utilities--
Communications 3,000 Telefonos de Mexico, S.A. de C.V. (ADR)** 86,460 85,500 0.6
------------------------------------------------------------------------------------------------------------
Netherlands
------------------------------------------------------------------------------------------------------------
Oil--International 800 Royal Dutch Petroleum N.V. (ADR)** 92,248 96,000 0.7
------------------------------------------------------------------------------------------------------------
Norway
------------------------------------------------------------------------------------------------------------
Shipping 2,000 Kvaerner A.S. (Class B) 94,557 83,683 0.6
------------------------------------------------------------------------------------------------------------
</TABLE>
61
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
GLOBAL OPPORTUNITY PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1995
(IN US DOLLARS)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
SHARES VALUE PERCENT OF
INDUSTRY HELD FOREIGN STOCKS COST (NOTE 1a) NET ASSETS
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Singapore
-----------------------------------------------------------------------------------------------------------
Machinery 12,000 Jurong Shipyard Ltd. $ 96,693 $ 102,906 0.8%
-----------------------------------------------------------------------------------------------------------
Shipping 75,000 Neptune Orient Lines Ltd. 93,990 92,488 0.7
-----------------------------------------------------------------------------------------------------------
Spain
-----------------------------------------------------------------------------------------------------------
Petroleum 3,300 Repsol S.A. 94,660 95,700 0.7
-----------------------------------------------------------------------------------------------------------
Sweden
-----------------------------------------------------------------------------------------------------------
Engineering & 5,500 SKF AB 'B' Free 98,567 91,090 0.7
Construction
-----------------------------------------------------------------------------------------------------------
Switzerland
-----------------------------------------------------------------------------------------------------------
Building & Construction 125 Holderbank Financiere Glarus AG (Bearer) 92,109 91,189 0.7%
-----------------------------------------------------------------------------------------------------------
Electrical Equipment 100 BBC Brown Boveri & Cie (Bearer) 88,062 94,802 0.7
-----------------------------------------------------------------------------------------------------------
Thailand
-----------------------------------------------------------------------------------------------------------
Real Estate 30,000 MDX Company Ltd. 89,321 62,157 0.5
-----------------------------------------------------------------------------------------------------------
United Kingdom
-----------------------------------------------------------------------------------------------------------
Building Materials 4,000 Grand Metropolitan PLC (ADR)** 94,780 103,000 0.8
-----------------------------------------------------------------------------------------------------------
Business Services 32,000 Lucas Industries PLC (0rdinary) 96,545 101,026 0.8
-----------------------------------------------------------------------------------------------------------
Chemicals 2,200 Imperial Chemical Industries PLC 100,782 103,400 0.8
-----------------------------------------------------------------------------------------------------------
Conglomerates 5,300 Hanson PLC (Sponsored) (ADR)** 97,758 100,037 0.7
-----------------------------------------------------------------------------------------------------------
Utilities--Gas 1,900 British Gas PLC 92,758 88,825 0.7
-----------------------------------------------------------------------------------------------------------
Total Investments in Foreign Stocks 4,227,251 4,222,714 31.7
-----------------------------------------------------------------------------------------------------------
Total Investments in U.S. & Foreign Stocks 6,615,597 6,729,301 50.5
-----------------------------------------------------------------------------------------------------------
</TABLE>
62
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
GLOBAL OPPORTUNITY PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONCLUDED)
MARCH 31, 1995
(IN US DOLLARS)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
FACE VALUE PERCENT OF
INDUSTRY AMOUNT* SHORT-TERM SECURITIES COST (NOTE 1A) NET ASSETS
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Commercial
Paper*** $ 486,000 General Electric Capital Corp., 6.10% due 4/04/1995 $ 485,831 $ 485,831 3.7%
------------------------------------------------------------------------------------------------------------------------
US Government
Agency
Obligations*** 2,500,000 US Treasury Bill, 5.675% due 4/20/1995 2,492,512 2,492,479 18.8
------------------------------------------------------------------------------------------------------------------------
Total Investments in Short-Term Securities 2,978,343 2,978,310 22.5
------------------------------------------------------------------------------------------------------------------------
Total Investments $13,414,002 13,567,437 102.1
-----------
Unrealized Depreciation on Forward Foreign Exchange Contracts++ (94,597) (0.7)
Liabilities in Excess of Other Assets (184,816) (1.4)
----------- -----
Net Assets $13,288,024 100.0%
----------- -----
------------------------------------------------------------------------------------------------------------------------
</TABLE>
--------
* Denominated in US dollars unless otherwise indicated.
** American Depositary Receipt (ADR).
*** Commercial Paper and certain US Government & Agency
Obligations are traded on a discount basis; the interest rates
shown are the discount rates paid at the time of purchase by
the Portfolio.
(a) Represents the yield to maturity on this zero coupon issue.
+ Non-income producing security.
++ Forward foreign exchange contracts as of March 31, 1995 were as follows:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
EXPIRATION UNREALIZED
FOREIGN CURRENCY SOLD DATE DEPRECIATION
--------------------------------------------------------------------------------------------
<S> <C> <C>
Y 70,000,000 July 1995 (94,597)
--------------------------------------------------------------------------------------------
TOTAL UNREALIZED DEPRECIATION ON FORWARD
FOREIGN EXCHANGE CONTRACTS ($94,597)
TOTAL (US$ COMMITMENT-$719,942) --------
--------------------------------------------------------------------------------------------
</TABLE>
See Notes to Financial Statements.
63
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
FINANCIAL INFORMATION
STATEMENTS OF ASSETS AND LIABILITIES AS OF MARCH 31, 1995 (UNAUDITED)
<TABLE>
<CAPTION>
FUNDAMENTAL QUALITY US GOVERNMENT GLOBAL
VALUE BOND SECURITIES OPPORTUNITY
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
----------- ---------- ------------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Investments, at value*
(Note 1a)................... $10,126,669 $3,154,035 $5,939,256 $13,567,437
Cash......................... -- 1,734 896 --
Receivables:
Securities sold............ 1,017,000 -- 834,141 613,185
Capital shares sold........ 941,869 147,192 116,034 406,364
Interest................... -- -- 118,421 70,341
Investment adviser (Note
2)........................ 1,793 15,418 25,770 8,998
Dividends.................. 3,183 -- -- 24,136
Principal paydowns......... -- -- 17,958 --
Deferred organization
expenses (Note 1f).......... 15,500 15,500 15,500 15,500
Prepaid registration fees
and other assets (Note 1f).. 50,000 39,173 84,546 50,000
----------- ---------- ---------- -----------
Total assets................. 12,156,014 3,373,052 7,152,522 14,755,961
----------- ---------- ---------- -----------
LIABILITIES:
Unrealized depreciation on
forward foreign exchange
contracts................... -- -- -- 94,597
Payables:
Securities purchased....... 2,599,791 59,804 893,953 1,179,141
Capital shares redeemed.... 43,726 7,469 4,086 9,380
Dividends to shareholders
(Note 1g)................. -- 4,352 13,292 --
Distributor (Note 2)....... 3,585 499 381 2,986
Accrued expenses and other
liabilities................. 67,714 53,256 109,082 181,833
----------- ---------- ---------- -----------
Total liabilities............ 2,714,816 125,380 1,020,794 1,467,937
----------- ---------- ---------- -----------
NET ASSETS:
Net assets................... $ 9,441,198 $3,247,672 $6,131,728 $13,288,024
=========== ========== ========== ===========
NET ASSETS CONSIST OF:
Class A Common Stock, $0.10
par value+.................. $ 20,346 $ 20,237 $ 50,648 $ 80,367
Class B Common Stock, $0.10
par value++................. 52,394 9,097 7,411 41,018
Class C Common Stock, $0.10
par value+++................ 11,299 2,377 1,798 7,118
Class D Common Stock, $0.10
par value++++............... 6,531 781 430 3,327
Paid-in capital in excess of
par......................... 9,084,617 3,215,700 5,982,598 13,028,933
Undistributed investment in-
come--net................... 17,154 -- -- 61,446
Undistributed realized
capital gains (losses) on
investments--net............ 37 -- (487) 7,024
Unrealized appreciation
(depreciation) on
investments--net............ 248,820 (520) 89,330 58,791
----------- ---------- ---------- -----------
Net assets................... $ 9,441,198 $3,247,672 $6,131,728 $13,288,024
=========== ========== ========== ===========
</TABLE>
64
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
FINANCIAL INFORMATION (CONTINUED)
STATEMENTS OF ASSETS AND LIABILITIES AS OF MARCH 31, 1995 (UNAUDITED)
(CONCLUDED)
<TABLE>
<CAPTION>
FUNDAMENTAL QUALITY US GOVERNMENT GLOBAL
VALUE BOND SECURITIES OPPORTUNITY
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
----------- ---------- ------------- -----------
<S> <C> <C> <C> <C>
NET ASSET VALUE:
Class A:
Net assets...................... $2,123,496 $2,022,993 $5,151,355 $ 8,106,563
========== ========== ========== ===========
Shares outstanding.............. 203,457 202,370 506,478 803,666
========== ========== ========== ===========
Net asset value and redemption
price per share................ $ 10.44 $ 10.00 $ 10.17 $ 10.09
========== ========== ========== ===========
Class B:
Net assets...................... $5,458,945 $ 909,094 $ 753,778 $ 4,129,447
========== ========== ========== ===========
Shares outstanding.............. 523,935 90,972 74,109 410,182
========== ========== ========== ===========
Net asset value and redemption
price per share................ $ 10.42 $ 9.99 $ 10.17 $ 10.07
========== ========== ========== ===========
Class C:
Net assets...................... $1,177,326 $ 237,533 $ 182,891 $ 716,581
========== ========== ========== ===========
Shares outstanding.............. 112,994 23,771 17,983 71,180
========== ========== ========== ===========
Net asset value and redemption
price per share................ $ 10.42 $ 9.99 $ 10.17 $ 10.07
========== ========== ========== ===========
Class D:
Net assets...................... $ 681,431 $ 78,052 $ 43,704 $ 335,433
========== ========== ========== ===========
Shares outstanding.............. 65,315 7,810 4,295 33,275
========== ========== ========== ===========
Net asset value and redemption
price per share................ $ 10.43 $ 9.99 $ 10.18 $ 10.08
========== ========== ========== ===========
*Identified cost............... $9,877,849 $3,154,555 $5,849,926 $13,414,002
========== ========== ========== ===========
+Authorized shares--Class A.... 6,250,000 6,250,000 6,250,000 6,250,000
========== ========== ========== ===========
++Authorized shares--Class B.... 6,250,000 6,250,000 6,250,000 6,250,000
========== ========== ========== ===========
+++Authorized shares--Class C.... 6,250,000 6,250,000 6,250,000 6,250,000
========== ========== ========== ===========
++++Authorized shares--Class D.... 6,250,000 6,250,000 6,250,000 6,250,000
========== ========== ========== ===========
</TABLE>
See Notes to Financial Statements.
65
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
FINANCIAL INFORMATION (CONTINUED)
STATEMENTS OF OPERATIONS FOR THE PERIOD
FEBRUARY 1, 1995+ TO MARCH 31, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
FUNDAMENTAL QUALITY US GOVERNMENT GLOBAL
VALUE BOND SECURITIES OPPORTUNITY
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
----------- --------- ------------- -----------
<S> <C> <C> <C> <C>
INVESTMENT INCOME (NOTES 1D & 1E):
Interest and discount earned*......... $ 27,587 $23,481 $ 76,261 $ 61,596
Dividends**........................... 5,258 -- -- 32,209
-------- ------- -------- --------
Total income........................ 32,845 23,481 76,261 93,805
-------- ------- -------- --------
EXPENSES:
Printing and shareholder reports...... 3,483 3,448 7,759 12,366
Investment advisory fees (Note 2)..... 5,129 2,068 4,544 12,537
Accounting services (Note 2).......... 2,685 3,171 6,130 9,234
Directors' fees and expenses.......... 1,048 1,293 2,729 3,700
Distribution fees--Class B (Note 2)... 3,387 445 337 3,074
Registration fees (Note 1f)........... 2,949 1,201 1,196 1,793
Transfer agent fees--Class A
(Note 2)............................. 484 1,417 2,659 1,373
Custodian fees........................ 400 1,493 1,388 2,092
Professional fees..................... 1,032 1,031 2,268 3,647
Amortization of organization
expenses (Note 1f)................... 272 770 598 601
Distribution fees--Class C (Note 2)... 666 91 75 461
Transfer agent fees--Class B
(Note 2)............................. 434 220 140 421
Pricing fees.......................... -- 385 116 35
Transfer agent fees--Class C
(Note 2)............................. 86 42 32 65
Account maintenance fees--
Class D (Note 2)..................... 132 17 14 62
Transfer agent fees--Class D
(Note 2)............................. 53 24 16 24
Other................................. 373 924 739 2,409
-------- ------- -------- --------
Total expenses before
reimbursement........................ 22,613 18,040 30,740 53,894
Reimbursement of expenses
(Note 2)............................. (6,922) (17,486) (30,314) (21,535)
-------- ------- -------- --------
Total expenses after
reimbursement........................ 15,691 554 426 32,359
-------- ------- -------- --------
Investment income--net................ 17,154 22,927 75,835 61,446
-------- ------- -------- --------
REALIZED & UNREALIZED GAIN (LOSS) ON
INVESTMENTS & FOREIGN CURRENCY
TRANSACTIONS--NET
(NOTES 1b, 1c, 1e & 3)
Realized gain (loss) from:
Investments--net.................... 37 -- (487) 8,215
Foreign currency transactions--net.. -- -- -- (1,191)
Unrealized appreciation
(depreciation) on:
Investments--net.................... 248,820 (520) 89,330 153,435
Foreign currency transactions--net.. -- -- -- (94,644)
-------- ------- -------- --------
Net realized and unrealized gain
(loss) on investments and foreign
currency transactions................ 248,857 (520) 88,843 65,815
-------- ------- -------- --------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS............ $266,011 $22,407 $164,678 $127,261
======== ======= ======== ========
*Net of withholding tax on
interest............................ $ -- $ -- $ -- $ 2,393
======== ======= ======== ========
**Net of withholding tax on
dividends........................... $ -- $ -- $ -- $ 2,072
======== ======= ======== ========
</TABLE>
--------
+ Commencement of Operations.
See Notes to Financial Statements.
66
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
FINANCIAL INFORMATION (CONTINUED)
STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
<TABLE>
<CAPTION>
FUNDAMENTAL
VALUE PORTFOLIO
FOR THE PERIOD
FEBRUARY 1, 1995+
TO MARCH 31,
1995
-----------------
<S> <C>
Increase (Decrease) in Net Assets:
OPERATIONS:
Investment income--net....................................... $ 17,154
Realized gain on investments--net............................ 37
Unrealized appreciation on investments--net.................. 248,820
----------
Net increase in net assets resulting from operations......... 266,011
----------
CAPITAL SHARE TRANSACTIONS (NOTE 4):
Net increase in net assets derived from capital share
transactions................................................ 9,150,187
----------
NET ASSETS:
Total increase in net assets................................. 9,416,198
Beginning of period.......................................... 25,000
----------
End of period *.............................................. $9,441,198
==========
* Undistributed investment income--net......................... $ 17,154
==========
</TABLE>
--------
+ Commencement of Operations.
See Notes to Financial Statements.
67
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
FINANCIAL INFORMATION (CONTINUED)
STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED) (CONTINUED)
<TABLE>
<CAPTION>
QUALITY BOND PORTFOLIO
FOR THE PERIOD
FEBRUARY 1, 1995+
TO MARCH 31,
1995
----------------------
<S> <C>
Increase (Decrease) in Net Assets:
OPERATIONS:
Investment income--net................................... $ 22,927
Unrealized depreciation on investments--net.............. (520)
----------
Net increase in net assets resulting from operations..... 22,407
----------
DIVIDENDS TO SHAREHOLDERS (NOTE 1G):
Investment income--net:
Class A................................................. (19,055)
Class B................................................. (2,947)
Class C................................................. (556)
Class D................................................. (369)
----------
Net decrease in net assets resulting from dividends to
shareholders............................................ (22,927)
----------
CAPITAL SHARE TRANSACTIONS (NOTE 4):
Net increase in net assets derived from capital share
transactions............................................ 3,223,192
----------
NET ASSETS:
Total increase in net assets............................. 3,222,672
Beginning of period...................................... 25,000
----------
End of period ........................................... $3,247,672
==========
</TABLE>
--------
+ Commencement of Operations.
See Notes to Financial Statements.
68
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
FINANCIAL INFORMATION (CONTINUED)
STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED) (CONTINUED)
<TABLE>
<CAPTION>
US GOVERNMENT
SECURITIES PORTFOLIO
FOR THE PERIOD
FEBRUARY 1, 1995+
TO MARCH 31,
1995
--------------------
<S> <C>
Increase (Decrease) in Net Assets:
OPERATIONS:
Investment income--net..................................... $ 75,835
Realized loss on investments--net.......................... (487)
Unrealized appreciation on investments--net................ 89,330
----------
Net increase in net assets resulting from operations....... 164,678
----------
DIVIDENDS TO SHAREHOLDERS (NOTE 1G):
Investment income--net:
Class A................................................... (71,295)
Class B................................................... (3,380)
Class C................................................... (709)
Class D................................................... (451)
----------
Net decrease in net assets resulting from dividends to
shareholders.............................................. (75,835)
----------
CAPITAL SHARE TRANSACTIONS (NOTE 4):
Net increase in net assets derived from capital share
transactions.............................................. 6,017,885
----------
NET ASSETS:
Total increase in net assets............................... 6,106,728
Beginning of period........................................ 25,000
----------
End of period ............................................. $6,131,728
==========
</TABLE>
--------
+ Commencement of Operations.
See Notes to Financial Statements.
69
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
FINANCIAL INFORMATION (CONTINUED)
STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED) (CONCLUDED)
<TABLE>
<CAPTION>
GLOBAL OPPORTUNITY
PORTFOLIO
FOR THE PERIOD
FEBRUARY 1, 1995+
TO MARCH 31, 1995
------------------
<S> <C>
Increase (Decrease) in Net Assets:
OPERATIONS:
Investment income--net.................................... $ 61,446
Realized gain on investments and foreign currency
transactions--net........................................ 7,024
Unrealized appreciation on investments and foreign
currency transactions--net............................... 58,791
-----------
Net increase in net assets resulting from operations...... 127,261
-----------
CAPITAL SHARE TRANSACTIONS (NOTE 4):
Net increase in net assets derived from capital share
transactions............................................. 13,135,763
-----------
NET ASSETS:
Total increase in net assets.............................. 13,263,024
Beginning of period....................................... 25,000
-----------
End of period*............................................ $13,288,024
===========
*Undistributed investment income--net..................... $ 61,446
===========
</TABLE>
--------
+ Commencement of Operations.
See Notes to Financial Statements.
70
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
FINANCIAL INFORMATION (CONTINUED)
FINANCIAL HIGHLIGHTS (UNAUDITED)
The following per share data and ratios have been derived from information
provided in the financial statements.
<TABLE>
<CAPTION>
FUNDAMENTAL VALUE PORTFOLIO
-----------------------------------------------
FOR THE PERIOD FEBRUARY 1, 1995+
TO MARCH 31, 1995
-----------------------------------------------
CLASS A CLASS B CLASS C CLASS D
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Increase (Decrease) in Net
Asset Value:
PER SHARE OPERATING
PERFORMANCE:
Net asset value,
beginning of period.... $ 10.00 $ 10.00 $ 10.00 $ 10.00
-------- -------- -------- --------
Investment income--net.. 0.04 0.01 0.01 0.02
Realized and unrealized
gain on investments--
net.................... 0.40 0.41 0.41 0.41
-------- -------- -------- --------
Total from investment
operations............. 0.44 0.42 0.42 0.43
-------- -------- -------- --------
Net asset value, end of
period................. $ 10.44 $ 10.42 $ 10.42 $ 10.43
======== ======== ======== ========
TOTAL INVESTMENT RETURN:**
Based on net asset value
per share.............. 4.40%++ 4.20%++ 4.20%++ 4.30%++
======== ======== ======== ========
RATIOS TO AVERAGE NET
ASSETS:
Expenses excluding
account maintenance and
distribution fees and
net of reimbursement... 1.71%* 1.27%* 1.28%* 1.29%*
======== ======== ======== ========
Expenses, net of
reimbursement.......... 1.71%* 2.27%* 2.28%* 1.54%*
======== ======== ======== ========
Expenses................ 2.73%* 3.05%* 3.03%* 2.32%*
======== ======== ======== ========
Investment income--net.. 2.68%* 1.73%* 1.69%* 2.45%*
======== ======== ======== ========
SUPPLEMENTAL DATA:
Net assets, end of
period (in thousands).. $ 2,124 $ 5,459 $ 1,177 $ 681
======== ======== ======== ========
Portfolio turnover...... 0.00% 0.00% 0.00% 0.00%
======== ======== ======== ========
</TABLE>
--------
* Annualized.
** Total investment returns exclude the effect of sales loads.
+ Commencement of Operations.
++ Aggregate total investment return.
See Notes to Financial Statements.
71
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
FINANCIAL INFORMATION (CONTINUED)
FINANCIAL HIGHLIGHTS (UNAUDITED) (CONTINUED)
The following per share data and ratios have been derived from information
provided in the financial statements.
<TABLE>
<CAPTION>
QUALITY BOND PORTFOLIO
-----------------------------------------------
FOR THE PERIOD FEBRUARY 1, 1995+
TO MARCH 31, 1995
-----------------------------------------------
CLASS A CLASS B CLASS C CLASS D
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Increase (Decrease) in Net Asset Value:
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
period.............................. $ 10.00 $ 10.00 $ 10.00 $ 10.00
-------- -------- -------- --------
Investment income--net............... 0.09 0.08 0.08 0.09
Realized and unrealized gain (loss)
on investments--net................. 0.00 (0.01) (0.01) (0.01)
-------- -------- -------- --------
Total from investment operations..... 0.09 0.07 0.07 0.08
-------- -------- -------- --------
Less dividends from investment
income--net......................... (0.09) (0.08) (0.08) (0.09)
-------- -------- -------- --------
Net asset value, end of period....... $ 10.00 $ 9.99 $ 9.99 $ 9.99
======== ======== ======== ========
TOTAL INVESTMENT RETURN:**
Based on net asset value per share... 0.99%++ 0.68%++ 0.67%++ 0.76%++
======== ======== ======== ========
RATIOS TO AVERAGE NET ASSETS:
Expenses excluding account
maintenance and distribution fees
and net of reimbursement............ 0.00%* 0.03%* 0.04%* 0.00%*
======== ======== ======== ========
Expenses, net of reimbursement....... 0.00%* 0.78%* 0.84%* 0.24%*
======== ======== ======== ========
Expenses............................. 4.37%* 4.37%* 4.31%* 4.09%*
======== ======== ======== ========
Investment income--net............... 5.67%* 4.96%* 4.89%* 5.48%*
======== ======== ======== ========
SUPPLEMENTAL DATA:
Net assets, end of period (in
thousands).......................... $ 2,023 $ 909 $ 238 $ 78
======== ======== ======== ========
Portfolio turnover................... 0.00% 0.00% 0.00% 0.00%
======== ======== ======== ========
</TABLE>
--------
* Annualized.
** Total investment returns exclude the effect of sales loads.
+ Commencement of Operations.
++ Aggregate total investment return.
See Notes to Financial Statements.
72
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
FINANCIAL INFORMATION (CONTINUED)
FINANCIAL HIGHLIGHTS (UNAUDITED) (CONTINUED)
The following per share data and ratios have been derived from information
provided in the financial statements.
<TABLE>
<CAPTION>
US GOVERNMENT SECURITIES PORTFOLIO
-----------------------------------------------
FOR THE PERIOD FEBRUARY 1, 1995+
TO MARCH 31, 1995
-----------------------------------------------
CLASS A CLASS B CLASS C CLASS D
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Increase (Decrease) in Net Asset Value:
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
period.............................. $ 10.00 $ 10.00 $ 10.00 $ 10.00
-------- -------- -------- --------
Investment income--net............... 0.14 0.13 0.13 0.14
Realized and unrealized gain on
investments--net.................... 0.17 0.17 0.17 0.18
-------- -------- -------- --------
Total from investment operations..... 0.31 0.30 0.30 0.32
-------- -------- -------- --------
Less dividends from investment
income--net......................... (0.14) (0.13) (0.13) (0.14)
-------- -------- -------- --------
Net asset value, end of period....... $ 10.17 $ 10.17 $ 10.17 $ 10.18
======== ======== ======== ========
TOTAL INVESTMENT RETURN:**
Based on net asset value per share... 3.10%++ 2.99%++ 2.98%++ 3.17%++
======== ======== ======== ========
RATIOS TO AVERAGE NET ASSETS:
Expenses excluding distribution fees
and net of reimbursement............ 0.00%* 0.02%* 0.03%* 0.00%*
======== ======== ======== ========
Expenses, net of reimbursement....... 0.00%* 0.77%* 0.83%* 0.25%*
======== ======== ======== ========
Expenses............................. 3.35%* 3.87%* 4.14%* 3.40%*
======== ======== ======== ========
Investment income--net............... 8.40%* 7.53%* 7.53%* 8.16%*
======== ======== ======== ========
SUPPLEMENTAL DATA:
Net assets, end of period (in
thousands).......................... $ 5,151 $ 754 $ 183 $ 44
======== ======== ======== ========
Portfolio turnover................... 0.49% 0.49% 0.49% 0.49%
======== ======== ======== ========
</TABLE>
--------
* Annualized.
** Total investment returns exclude the effect of sales loads.
+ Commencement of Operations.
++ Aggregate total investment return.
See Notes to Financial Statements.
73
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
FINANCIAL INFORMATION (CONCLUDED)
FINANCIAL HIGHLIGHTS (UNAUDITED) (CONCLUDED)
The following per share data and ratios have been derived from information
provided in the financial statements.
<TABLE>
<CAPTION>
GLOBAL OPPORTUNITY PORTFOLIO
-----------------------------------------------
FOR THE PERIOD FEBRUARY 1, 1995+
TO MARCH 31, 1995
-----------------------------------------------
CLASS A CLASS B CLASS C CLASS D
------- ------- ------- -------
<S> <C> <C> <C> <C>
Increase (Decrease) in Net
Asset Value:
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning
of period........................ $10.00 $10.00 $10.00 $10.00
------ ------ ------ ------
Investment income--net............ 0.06 0.02 0.02 0.03
Realized and unrealized gain
on investments--net.............. 0.03 0.05 0.05 0.05
------ ------ ------ ------
Total from investment operations.. 0.09 0.07 0.07 0.08
------ ------ ------ ------
Net asset value, end of period.... $10.09 $10.07 $10.07 $10.08
====== ====== ====== ======
TOTAL INVESTMENT RETURN:**
Based on net asset value
per share......................... 0.90%++ 0.70%++ 0.70%++ 0.80%++
====== ====== ====== ======
RATIOS TO AVERAGE NET ASSETS:
Expenses excluding account
maintenance and distribution
fees and net of reimbursement.... 1.79%* 1.48%* 1.50%* 1.48%*
====== ====== ====== ======
Expenses, net of reimbursement.... 1.79%* 2.48%* 2.50%* 1.73%*
====== ====== ====== ======
Expenses.......................... 3.06%* 3.85%* 3.83%* 3.06%*
====== ====== ====== ======
Investment income--net............ 3.76%* 3.33%* 3.44%* 4.10%*
====== ====== ====== ======
SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands)................... $8,107 $4,129 $ 717 $ 335
====== ====== ====== ======
Portfolio turnover................ 4.80% 4.80% 4.80% 4.80%
====== ====== ====== ======
</TABLE>
--------
*Annualized.
**Total investment returns exclude the effect of sales loads.
+Commencement of Operations.
++Aggregate total investment return.
See Notes to Financial Statements.
74
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 1995
1. SIGNIFICANT ACCOUNTING POLICIES:
Merrill Lynch Retirement Asset Builder Program, Inc. (the "Program") is
registered under the Investment Company Act of 1940 as a diversified, open-end
management investment company consisting of four separate portfolios: the
Fundamental Value Portfolio, the Global Opportunity Portfolio, the Quality
Bond Portfolio and the US Government Securities Portfolio (the "Portfolios").
These unaudited financial statements reflect all adjustments which are, in the
opinion of management, necessary to a fair statement of the results for the
interim period presented. All such adjustments are of a normal recurring
nature. The Program's Portfolios offer four classes of shares under the
Merrill Lynch Select Pricing SM System. Shares of Class A and Class D are sold
with a front-end sales charge. Shares of Class B and Class C may be subject to
a contingent deferred sales charge. All classes of shares have identical
voting, dividend, liquidation and other rights and the same terms and
conditions, except that Class B, Class C and Class D bear certain expenses
related to the account maintenance of such shares, and Class B and Class C
also bear certain expenses related to the distribution of such shares. Each
class has exclusive voting rights with respect to matters relating to its
account maintenance and distribution expenditures. The following is a summary
of significant accounting policies followed by the Program.
(a) Valuation of investments--Portfolio securities which are traded on stock
exchanges are valued at the last sale price 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. 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 Directors as the primary market. Securities traded in the over-the-counter
market are valued at the last available bid price in the over-the-counter
market prior to the time of valuation. Options written by a Portfolio are
valued at the last sale price in the case of exchange-traded options or, in
the case of options traded in the over-the-counter market, the last asked
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
over-the-counter market, the last bid price. Short-term securities are valued
at amortized cost, which approximates market value. Securities and assets for
which market quotations are not readily available are valued at fair market
value as determined in good faith by or under the direction of the Board of
Directors of the Program.
(b) Derivative financial instruments--Each Portfolio may engage in various
portfolio strategies to seek to increase its return by hedging its portfolio
against adverse movements in the equity, debt and currency markets. Losses may
arise due to changes in the value of the contract or if the counterparty does
not perform under the contract.
. Financial futures contracts--The Portfolios may purchase or sell interest
rate futures contracts and options on such futures contracts for the
purpose of hedging the market risk on existing securities or the intended
purchase of securities. Futures contracts are contracts for delayed
delivery of securities at a specific future date and at a specific price
or yield. Upon entering into a contract, the Portfolios deposit and
maintain as collateral such initial margin as required by the exchange on
which the transaction is effected. Pursuant to the contract, the
Portfolios agree to receive from or pay to the
75
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1995
broker an amount of cash equal to the daily fluctuation in value of the
contract. Such receipts or payments are known as variation margin and are
recorded by the Portfolios as unrealized gains or losses. When the
contract is closed, the Portfolios record a realized gain or loss equal to
the difference between the value of the contract at the time it was opened
and the value at the time it was closed.
. Options--The Portfolios are authorized to write covered call options and
purchase put options. When the Portfolios write an option, an amount equal
to the premium received by the Portfolios are reflected as an asset and an
equivalent liability. The amount of the liability is subsequently marked
to market to reflect the current market value of the option written. When
a security is purchased or sold through an exercise of an option, the
related premium paid (or received) is added to (or deducted from) the
basis of the security acquired or deducted from (or added to) the proceeds
of the security sold. When an option expires (or the Portfolios enter into
a closing transaction), the Portfolios realize a gain or loss on the
option to the extent of the premiums received or paid (or gain or loss to
the extent the cost of the closing transaction exceeds the premium paid or
received).
Written and purchased options are non-income producing investments.
. Forward foreign exchange contracts--The Fundamental Value and Global
Opportunity Portfolios are authorized to enter into forward foreign
exchange contracts as a hedge against either specific transactions or
portfolio positions. Such contracts are not entered on the Portfolio's
records. However, the effect on operations is recorded from the date the
Portfolio enters into such contracts. Premium or discount is amortized
over the life of the contracts.
. Foreign currency options and futures--The Fundamental Value and Global
Opportunity Portfolios may also purchase or sell listed or over-the-
counter foreign currency options, foreign currency futures and related
options on foreign currency futures as a short or long hedge against
possible variations in foreign exchange rates. Such transactions may be
effected with respect to hedges on non-US dollar denominated securities
owned by the Portfolio, sold by the Portfolio but not yet delivered, or
committed or anticipated to be purchased by the Portfolio.
(c) Foreign currency transactions--Transactions denominated in foreign
currencies are recorded at the exchange rate prevailing when recognized. Assets
and liabilities denominated in foreign currencies are valued at the exchange
rate at the end of the period. Foreign currency transactions are the result of
settling (realized) or valuing (unrealized) assets or liabilities expressed in
foreign currencies into US dollars. Realized and unrealized gains or losses
from investments include the effects of foreign exchange rates on investments.
(d) Income taxes--It is each Portfolio's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute substantially all of its taxable income to its
shareholders. Therefore, no Federal income tax provision is required. Under the
applicable foreign tax law, a withholding tax may be imposed on interest,
dividends and capital gains at various rates.
(e) Security transactions and investment income--Security transactions are
recorded on the dates the transactions are entered into (the trade dates).
Dividend income is recorded on the ex-dividend dates, except that if the ex-
dividend date has passed, certain dividends from foreign securities are
recorded as soon as the
76
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1995
Portfolio is informed of the ex-dividend date. Interest income (including
amortization of discount) is recognized on the accrual basis. Realized gains
and losses on security transactions are determined on the identified cost
basis.
(f) Deferred organization expenses and prepaid registration fees--Deferred
organization expenses are charged to expense on a straight-line basis over a
five year period. Prepaid registration fees are charged to expense as the
related shares are issued.
(g) Dividends and distributions--Dividends from net investment income of the
Quality Bond and US Government Securities Portfolios are declared daily and
paid monthly. Dividends from net investment income of the Fundamental Value and
Global Opportunity Portfolios are recorded on the ex-dividend dates.
Distributions of capital gains for all Portfolios are recorded on the ex-
dividend dates.
2. INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH AFFILIATES:
The Program has entered into an Investment Advisory Agreement with Merrill
Lynch Asset Management L.P. ("MLAM"). The general partner of MLAM is Princeton
Services, Inc. ("PSI"), an indirect wholly-owned subsidiary of Merrill Lynch &
Co., Inc. ("ML & Co."), which is the limited partner. The Program has also
entered into a Distribution Agreement and Distribution Plan with Merrill Lynch
Funds Distributor, Inc. ("MLFD" or "Distributor"), a wholly-owned subsidiary of
Merrill Lynch Group, Inc.
MLAM is responsible for the management of the Program's portfolios and
provides the necessary personnel, facilities, equipment and certain other
services necessary to the operations of the Program. For such services, each
Portfolio pays a monthly fee based on the average daily value of that
Portfolio's net assets at the following annual rates: 0.65% for the Fundamental
Value Portfolio, 0.50% for the Quality Bond and US Government Securities
Portfolios and 0.75% for the Global Opportunity Portfolio.
The Investment Advisory Agreement obligates MLAM to reimburse the Program to
the extent the Program's expenses (excluding interest, taxes, distribution
fees, brokerage fees and commissions, and extraordinary items) exceed 2.5% of
the Program's first $30 million of average daily net assets, 2.0% of the
Program's next $70 million of average daily net assets, and 1.5% of the average
daily net assets in excess thereof. No fee payment will be made to the
Investment Adviser during any fiscal year which will cause such expenses to
exceed the pro rata expense limitation at the time of such payment.
For the period February 1, 1995 to March 31, 1995 MLAM had voluntarily waived
management fees and reimbursed each Portfolio for additional expenses as
follows:
<TABLE>
<CAPTION>
US
GOVERNMENT GLOBAL
FUNDAMENTAL QUALITY BOND SECURITIES OPPORTUNITY
VALUE PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------------- ------------ ---------- -----------
<S> <C> <C> <C> <C>
Management fee.............. $5,129 $ 2,068 $ 4,544 $12,537
Additional expenses......... $1,793 $15,418 $25,770 $ 8,998
</TABLE>
77
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1995
Pursuant to the distribution plans ("the Distribution Plans") adopted by the
Program in accordance with Rule 12b-1 under the Investment Company Act of 1940,
each Portfolio pays the Distributor ongoing account maintenance and
distribution fees. The fees are accrued daily and paid monthly at annual rates
based upon the average daily net assets of the shares as follows:
<TABLE>
<CAPTION>
ACCOUNT MAINTENANCE FEES DISTRIBUTION FEES
---------------------------- ------------------
CLASS B CLASS C CLASS D CLASS B CLASS C
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Fundamental Value Portfolio.. 0.25% 0.25% 0.25% 0.75% 0.75%
Quality Bond Portfolio....... 0.25% 0.25% 0.25% 0.50% 0.55%
US Government Securities
Portfolio................... 0.25% 0.25% 0.25% 0.50% 0.55%
Global Opportunity Portfolio. 0.25% 0.25% 0.25% 0.75% 0.75%
</TABLE>
Pursuant to a sub-agreement with the Distributor, Merrill Lynch, Pierce,
Fenner & Smith Inc. ("MLPF&S"), a subsidiary of ML & Co., also provides account
maintenance and distribution services to the Program. The ongoing account
maintenance fee compensates the Distributor and MLPF&S for providing account
maintenance services to Class B, Class C and Class D shareholders. The ongoing
distribution fee compensates the Distributor and MLPF&S for providing
shareholder and distribution-related services to Class B and Class C
shareholders.
For the period February 1, 1995 to March 31, 1995, MLFD earned underwriting
discounts and MLPF&S earned dealer concessions on sales of each Portfolio's
Class A and Class D shares as follows:
<TABLE>
<CAPTION>
MLFD MLPF&S
--------------- ---------------
CLASS A CLASS D CLASS A CLASS D
------- ------- ------- -------
<S> <C> <C> <C> <C>
Fundamental Value Portfolio..................... $0 $584 $0 $12,036
Quality Bond Portfolio.......................... 0 98 0 1,288
US Government Securities Portfolio.............. 0 121 0 1,587
Global Opportunity Portfolio.................... 0 166 0 3,340
--- ---- --- -------
$0 $969 $0 $18,251
=== ==== === =======
</TABLE>
For the period February 1, 1995 to March 31, 1995, MLPF&S received contingent
deferred sales charges relating to transactions in Class B and Class C Shares
as follows:
<TABLE>
<CAPTION>
CLASS B SHARES CLASS C SHARES
-------------- --------------
<S> <C> <C>
Fundamental Value Portfolio....................... $148 $62
Quality Bond Portfolio............................ 41 --
US Government Securities Portfolio................ 167 --
Global Opportunity Portfolio...................... 637 8
</TABLE>
In addition, MLPF&S received $1,270 and $2,715 in commissions on the
execution of portfolio security transactions for the Fundamental Value and
Global Opportunity Portfolios respectively, for the period February 1, 1995 to
March 31, 1995.
78
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1995
Merrill Lynch Financial Data Services, Inc. ("FDS"), a wholly-owned
subsidiary of ML & Co., is the Program's transfer agent.
During the period February 1, 1995 to March 31, 1995, the Program paid
Merrill Lynch Security Pricing Service, an affiliate of MLPF&S, $501 for
security price quotations to compute the net asset value of the Program.
Accounting services are provided to each Portfolio by MLAM at cost.
Certain officers and/or directors of the Program are officers and/or
directors of MLAM, PSI, MLPF&S, MLFD, FDS and/or ML & Co.
3. INVESTMENTS:
Purchases and sales of investments, excluding short-term securities, for the
period February 1, 1995 to March 31, 1995, were as follows:
<TABLE>
<CAPTION>
FUNDAMENTAL QUALITY US GOVERNMENT GLOBAL
VALUE BOND SECURITIES OPPORTUNITY
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
----------- --------- ------------- -----------
<S> <C> <C> <C> <C>
Purchases....................... $4,850,142 -- $5,871,193 $10,706,707
Sales........................... -- -- $ 17,958 $ 281,437
</TABLE>
Net realized and unrealized gains (losses) as of March 31, 1995 were as
follows:
<TABLE>
<CAPTION>
REALIZED UNREALIZED
FUNDAMENTAL VALUE PORTFOLIO GAINS GAINS
--------------------------- -------------- ----------
<S> <C> <C>
Long-term investments................................. -- $248,820
Short-term investments................................ $ 37 --
----- --------
Total............................................... $ 37 $248,820
===== ========
<CAPTION>
REALIZED UNREALIZED
QUALITY BOND PORTFOLIO GAINS (LOSSES) LOSSES
---------------------- -------------- ----------
<S> <C> <C>
Short-term investments................................ -- $ (520)
----- --------
Total............................................... -- $ (520)
===== ========
<CAPTION>
REALIZED UNREALIZED
US GOVERNMENT SECURITIES PORTFOLIO LOSSES GAINS
---------------------------------- -------------- ----------
<S> <C> <C>
Long-term investments................................. $ -- $ 89,330
Short-term investments................................ (487) --
----- --------
Total............................................... $(487) $ 89,330
===== ========
</TABLE>
79
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1995
<TABLE>
<CAPTION>
REALIZED UNREALIZED
GLOBAL OPPORTUNITY PORTFOLIO GAINS (LOSSES) GAINS(LOSSES)
---------------------------- -------------- -------------
<S> <C> <C>
Long-term investments................................ $ 8,029 $153,468
Short-term investments............................... 186 (33)
Foreign currency transactions........................ 20,281 (47)
Forward foreign exchange contracts................... (21,472) (94,597)
------- --------
Total.............................................. $ 7,024 $ 58,791
======= ========
</TABLE>
As of March 31, 1995, net unrealized appreciation/depreciation for Federal
income tax purposes was as follows:
<TABLE>
<CAPTION>
FUNDAMENTAL QUALITY US GOVERNMENT GLOBAL
VALUE BOND SECURITIES OPPORTUNITY
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
----------- --------- ------------- -----------
<S> <C> <C> <C> <C>
Gross unrealized appreciation.. $293,337 -- $89,330 $ 359,915
Gross unrealized depreciation.. (44,517) $(520) -- (206,480)
-------- ----- ------- ---------
Net unrealized appreciation
(depreciation)................ $248,820 $(520) $89,330 $ 153,435
======== ===== ======= =========
</TABLE>
The aggregate cost of investments at March 31, 1995 for Federal income tax
purposes was $9,877,849 for the Fundamental Value Portfolio, $13,414,002 for
the Global Opportunity Portfolio, $3,154,555 for the Quality Bond Portfolio,
and $5,849,926 for the US Government Securities Portfolio.
4. CAPITAL SHARE TRANSACTIONS:
Net increase in net assets derived from capital share transactions for the
period February 1, 1995 to March 31, 1995, was $9,150,187 for the Fundamental
Value Portfolio, $13,135,763 for the Global Opportunity Portfolio, $3,223,192
for the Quality Bond Portfolio, and $6,017,885 for the US Government Securities
Portfolio.
Transactions in capital shares for each class were as follows:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------
FUNDAMENTAL VALUE PORTFOLIO
--------------------------------------------------------------------------
CLASS A SHARES FOR THE PERIOD DOLLAR
FEBRUARY 1, 1995+ TO MARCH 31, 1995 SHARES AMOUNT
--------------------------------------------------------------------------
<S> <C> <C>
Shares sold........................................... 202,832 $2,028,823
------- ----------
Net increase.......................................... 202,832 $2,028,823
======= ==========
</TABLE>
--------
+ Prior to February 1, 1995 (commencement of operations), the Portfolio issued
625 shares to MLAM for $6,250.
80
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1995
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
FUNDAMENTAL VALUE PORTFOLIO
---------------------------------------------------------------------------
CLASS B SHARES FOR THE PERIOD DOLLAR
FEBRUARY 1, 1995+ TO MARCH 31, 1995 SHARES AMOUNT
---------------------------------------------------------------------------
<S> <C> <C>
Shares sold.......................................... 536,040 $5,450,487
Shares redeemed...................................... (12,730) (129,766)
------- ----------
Net increase......................................... 523,310 $5,320,721
======= ==========
</TABLE>
--------
+ Prior to February 1, 1995 (commencement of operations), the Portfolio issued
625 shares to MLAM for $6,250.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
FUNDAMENTAL VALUE PORTFOLIO
---------------------------------------------------------------------------
CLASS C SHARES FOR THE PERIOD DOLLAR
FEBRUARY 1, 1995+ TO MARCH 31, 1995 SHARES AMOUNT
---------------------------------------------------------------------------
<S> <C> <C>
Shares sold.......................................... 114,247 $1,163,081
Shares redeemed...................................... (1,878) (19,133)
------- ----------
Net increase......................................... 112,369 $1,143,948
======= ==========
</TABLE>
--------
+ Prior to February 1, 1995 (commencement of operations), the Portfolio issued
625 shares to MLAM for $6,250.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
FUNDAMENTAL VALUE PORTFOLIO
---------------------------------------------------------------------------
CLASS D SHARES FOR THE PERIOD DOLLAR
FEBRUARY 1, 1995+ TO MARCH 31, 1995 SHARES AMOUNT
---------------------------------------------------------------------------
<S> <C> <C>
Shares sold............................................. 65,494 $664,925
Shares redeemed......................................... (804) (8,230)
------ --------
Net increase............................................ 64,690 $656,695
====== ========
</TABLE>
--------
+ Prior to February 1, 1995 (commencement of operations), the Portfolio issued
625 shares to MLAM for $6,250.
81
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1995
<TABLE>
<CAPTION>
--------------------------------------------------------------------------
QUALITY BOND PORTFOLIO
--------------------------------------------------------------------------
CLASS A SHARES FOR THE PERIOD DOLLAR
FEBRUARY 1, 1995+ TO MARCH 31, 1995 SHARES AMOUNT
--------------------------------------------------------------------------
<S> <C> <C>
Shares sold......................................... 200,189 $2,001,884
Shares issued to shareholders in reinvestment of
dividends.......................................... 1,558 15,582
------- ----------
Total issued........................................ 201,747 2,017,466
Shares redeemed..................................... (2) (22)
------- ----------
Net increase........................................ 201,745 $2,017,444
======= ==========
</TABLE>
--------
+ Prior to February 1, 1995 (commencement of operations), the Portfolio issued
625 shares to MLAM for $6,250.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------
QUALITY BOND PORTFOLIO
--------------------------------------------------------------------------
CLASS B SHARES FOR THE PERIOD DOLLAR
FEBRUARY 1, 1995+ TO MARCH 31, 1995 SHARES AMOUNT
--------------------------------------------------------------------------
<S> <C> <C>
Shares sold............................................ 92,446 $923,662
Shares issued to shareholders in reinvestment of
dividends............................................. 178 1,784
------ --------
Total issued........................................... 92,624 925,446
Shares redeemed........................................ (2,277) (22,750)
------ --------
Net increase........................................... 90,347 $902,696
====== ========
</TABLE>
--------
+ Prior to February 1, 1995 (commencement of operations), the Portfolio issued
625 shares to MLAM for $6,250.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------
QUALITY BOND PORTFOLIO
--------------------------------------------------------------------------
CLASS C SHARES FOR THE PERIOD DOLLAR
FEBRUARY 1, 1995+ TO MARCH 31, 1995 SHARES AMOUNT
--------------------------------------------------------------------------
<S> <C> <C>
Shares sold............................................ 25,060 $250,382
Shares issued to shareholders in reinvestment of
dividends............................................. 30 299
------ --------
Total issued........................................... 25,090 250,681
Shares redeemed........................................ (1,944) (19,426)
------ --------
Net increase........................................... 23,146 $231,255
====== ========
</TABLE>
--------
+ Prior to February 1, 1995 (commencement of operations), the Portfolio issued
625 shares to MLAM for $6,250.
82
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1995
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
QUALITY BOND PORTFOLIO
---------------------------------------------------------------------------
CLASS D SHARES FOR THE PERIOD DOLLAR
FEBRUARY 1, 1995+ TO MARCH 31, 1995 SHARES AMOUNT
---------------------------------------------------------------------------
<S> <C> <C>
Shares sold.............................................. 7,735 $77,287
Shares issued to shareholders in reinvestment of
dividends............................................... 26 263
----- -------
Total issued............................................. 7,761 77,550
Shares redeemed.......................................... (576) (5,753)
----- -------
Net increase............................................. 7,185 $71,797
===== =======
</TABLE>
--------
+ Prior to February 1, 1995 (commencement of operations), the Portfolio issued
625 shares to MLAM for $6,250.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
US GOVERNMENT SECURITIES PORTFOLIO
---------------------------------------------------------------------------
CLASS A SHARES FOR THE PERIOD DOLLAR
FEBRUARY 1, 1995+ TO MARCH 31, 1995 SHARES AMOUNT
---------------------------------------------------------------------------
<S> <C> <C>
Shares sold.......................................... 500,029 $5,000,287
Shares issued to shareholders in reinvestment of
dividends........................................... 5,826 58,928
------- ----------
Total issued......................................... 505,855 5,059,215
Shares redeemed...................................... (2) (20)
------- ----------
Net increase......................................... 505,853 $5,059,195
======= ==========
</TABLE>
--------
+ Prior to February 1, 1995 (commencement of operations), the Portfolio issued
625 shares to MLAM for $6,250.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
US GOVERNMENT SECURITIES PORTFOLIO
---------------------------------------------------------------------------
CLASS B SHARES FOR THE PERIOD DOLLAR
FEBRUARY 1, 1995+ TO MARCH 31, 1995 SHARES AMOUNT
---------------------------------------------------------------------------
<S> <C> <C>
Shares sold............................................. 77,691 $788,228
Shares issued to shareholders in reinvestment of
dividends.............................................. 196 1,987
------ --------
Total issued............................................ 77,887 790,215
Shares redeemed......................................... (4,403) (44,578)
------ --------
Net increase............................................ 73,484 $745,637
====== ========
</TABLE>
--------
+ Prior to February 1, 1995 (commencement of operations), the Portfolio issued
625 shares to MLAM for $6,250.
83
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1995
<TABLE>
<CAPTION>
--------------------------------------------------------------------------
US GOVERNMENT SECURITIES PORTFOLIO
--------------------------------------------------------------------------
CLASS C SHARES FOR THE PERIOD DOLLAR
FEBRUARY 1, 1995+ TO MARCH 31, 1995 SHARES AMOUNT
--------------------------------------------------------------------------
<S> <C> <C>
Shares sold............................................ 18,515 $187,349
Shares issued to shareholders in reinvestment of
dividends............................................. 42 430
------ --------
Total issued........................................... 18,557 187,779
Shares redeemed........................................ (1,199) (12,048)
------ --------
Net increase........................................... 17,358 $175,731
====== ========
</TABLE>
--------
+ Prior to February 1, 1995 (commencement of operations), the Portfolio issued
625 shares to MLAM for $6,250.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------
US GOVERNMENT SECURITIES PORTFOLIO
--------------------------------------------------------------------------
CLASS D SHARES FOR THE PERIOD DOLLAR
FEBRUARY 1, 1995+ TO MARCH 31, 1995 SHARES AMOUNT
--------------------------------------------------------------------------
<S> <C> <C>
Shares sold............................................. 7,415 $75,219
Shares issued to shareholders in reinvestment of
dividends.............................................. 28 287
------ -------
Total issued............................................ 7,443 75,506
Shares redeemed......................................... (3,773) (38,184)
------ -------
Net increase............................................ 3,670 $37,322
====== =======
</TABLE>
--------
+ Prior to February 1, 1995 (commencement of operations), the Portfolio issued
625 shares to MLAM for $6,250.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------
GLOBAL OPPORTUNITY PORTFOLIO
--------------------------------------------------------------------------
CLASS A SHARES FOR THE PERIOD DOLLAR
FEBRUARY 1, 1995+ TO MARCH 31, 1995 SHARES AMOUNT
--------------------------------------------------------------------------
<S> <C> <C>
Shares sold......................................... 803,051 $8,030,386
Shares redeemed..................................... (10) (99)
------- ----------
Net increase........................................ 803,041 $8,030,287
======= ==========
</TABLE>
--------
+ Prior to February 1, 1995 (commencement of operations), the Portfolio issued
625 shares to MLAM for $6,250.
84
<PAGE>
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONCLUDED)
MARCH 31, 1995
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
GLOBAL OPPORTUNITY PORTFOLIO
---------------------------------------------------------------------------
CLASS B SHARES FOR THE PERIOD DOLLAR
FEBRUARY 1, 1995+ TO MARCH 31, 1995 SHARES AMOUNT
---------------------------------------------------------------------------
<S> <C> <C>
Shares sold.......................................... 422,739 $4,208,800
Automatic conversion of shares....................... (1,227) (12,185)
Shares redeemed...................................... (11,955) (118,688)
------- ----------
Net increase......................................... 409,557 $4,077,927
======= ==========
</TABLE>
--------
+ Prior to February 1, 1995 (commencement of operations), the Portfolio issued
625 shares to MLAM for $6,250.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
GLOBAL OPPORTUNITY PORTFOLIO
---------------------------------------------------------------------------
CLASS C SHARES FOR THE PERIOD DOLLAR
FEBRUARY 1, 1995+ TO MARCH 31, 1995 SHARES AMOUNT
---------------------------------------------------------------------------
<S> <C> <C>
Shares sold............................................. 71,285 $709,631
Shares redeemed......................................... (730) (7,312)
------ --------
Net increase............................................ 70,555 $702,319
====== ========
</TABLE>
--------
+ Prior to February 1, 1995 (commencement of operations), the Portfolio issued
625 shares to MLAM for $6,250.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
GLOBAL OPPORTUNITY PORTFOLIO
---------------------------------------------------------------------------
CLASS D SHARES FOR THE PERIOD DOLLAR
FEBRUARY 1, 1995+ TO MARCH 31, 1995 SHARES AMOUNT
---------------------------------------------------------------------------
<S> <C> <C>
Shares sold............................................. 32,292 $321,679
Automatic conversion of shares.......................... 1,227 12,185
------ --------
Total issued............................................ 33,519 333,864
Shares redeemed......................................... (869) (8,634)
------ --------
Net increase............................................ 32,650 $325,230
====== ========
</TABLE>
--------
+ Prior to February 1, 1995 (commencement of operations), the Portfolio issued
625 shares to MLAM for $6,250.
5. COMMITMENTS:
At March 31, 1995, the Global Opportunity Portfolio entered into forward
foreign exchange contracts under which it had agreed to purchase and sell
various foreign currencies with values of approximately $108,000 and $89,000.
85
<PAGE>
APPENDIX A
DESCRIPTION OF THE SELF-DIRECTED PLANS
This Appendix describes in summary form the various types of self-directed
retirement plans for which Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch") acts as custodian (the "Self-Directed Plans"). This
description does not purport to be complete, and it should be read in
conjunction with the materials concerning the Self-Directed Plans, including
copies of the Plans and the forms necessary to establish a plan, which are
available from Merrill Lynch. Investors should read such materials carefully
before establishing a Self-Directed Plan and should consult with their attorney
or tax adviser to determine if any of the Self-Directed Plans are suited to
their needs and circumstances. The laws applicable to the Self-Directed Plans,
including the Employee Retirement Income Security Act of 1974, as amended
("ERISA") and the Internal Revenue Code of 1986, as amended (the "Code") are
complex and include a variety of transitional rules which may be applicable to
some investors. These laws should be reviewed by investors' attorneys to
determine their applicability. Investors are further advised that the
discussion of taxation contained in this Appendix relates solely to federal tax
laws but generally does not address the numerous transitional rules and that
the tax treatment of the Self-Directed Plans under applicable state law may
vary.
Shares of the Merrill Lynch Retirement Asset Builder Program, Inc. are
available for purchase solely by participants in an IRA (individual retirement
account), an IRRA (individual retirement rollover account) or SEP (simplified
employee pension plan) and, accordingly, the description set forth below will
describe only such arrangements.
ESTABLISHMENT OF A SELF-DIRECTED PLAN ACCOUNT
Self-Directed Plan accounts may be established by qualified individuals and
businesses through Merrill Lynch.
Generally, Self-Directed Plans afford participants the opportunity to take a
tax deduction, up to the maximum amount permitted under the Code for the
particular Self-Directed Plan, for amounts contributed to the Plan. Each Self-
Directed Plan is "self-directed"; that is, each participant is responsible for
making investment decisions concerning the funds contributed to his Self-
Directed Plan.
Merrill Lynch charges an annual custodial fee for each account established
pursuant to the Self-Directed Plans. These fees, which are contained in the
Self-Directed Plan documents, vary according to the type of account. Brokerage
fees will be assessed separately for each transaction to which they apply.
PERMISSIBLE SELF-DIRECTED PLAN INVESTMENTS
The type of investments that may be made depends on the type of Self-Directed
Plan established.
Participants and employers that maintain IRAs, IRRAs or SEPs may invest in
securities through Merrill Lynch or its affiliates, including stocks traded
"over-the-counter" or on a recognized exchange, government or corporate debt
obligations, certain mutual funds, certain limited partnership interests in
real estate, and bank money instruments. Participants and employers may also
invest in annuity contracts issued by a life insurance company (including
Merrill Lynch Life Insurance Company and Merrill Lynch Life Insurance Company
of New York). Those participants and employers desiring a diversified portfolio
but not wishing to actively manage the portfolio may elect to invest all or a
portion of their account in certain mutual funds
86
<PAGE>
advised by Merrill Lynch Asset Management, L.P. (the "Investment Adviser") or
its affiliate. Participants and employers may vary their investment portfolio
as often as they wish.
Cash balances arise in a Self-Directed Plan account from contributions to the
Plan, the sale of securities held in the account and the receipt of dividends,
interest and principal repayments on securities held in the account. Cash
balances for which no other investment directions are given will, in accordance
with the option previously selected by the participant or employer, be invested
in full shares of the Portfolios or in certain money market funds advised by
the Investment Adviser or its affiliate, or maintained uninvested in the Self-
Directed Plan account. If such amounts are not invested, no return will be
earned. All cash balances will be invested or maintained in accordance with the
option selected by the participant or employer, pending instructions as to
further investment.
There can be no assurance, that the yield on an investment in the Portfolios
or a money market fund will be or will remain greater than that available on
any interest-bearing account. In addition, a money market fund is not a bank,
and shares of a money market fund are not equivalent to a bank account. As with
any investment in securities, the value of an investment in the Portfolios will
fluctuate. Amounts deposited in an interest-bearing bank account will be
insured as to principal in an amount of up to $100,000 per account by the
Federal Deposit Insurance Corporation. Cash balances maintained in a Self-
Directed Plan account will be insured, up to $100,000, by the Securities
Investor Protection Corporation.
CONTRIBUTIONS AND DISTRIBUTIONS
The amount which may be contributed to a Self-Directed Plan in any one year
is subject to certain limitations under the Code; however, assets already in a
Self-Directed Plan account may be invested without regard to such limitations
on contributions. With the exception of pretax contributions made by
participants in their IRAs or employer contributions to a SEP, a Self-Directed
Plan participant may deduct from his annual gross income, up to the maximum
permitted under the Code, amounts contributed to his Self-Directed Plan. These
amounts, plus any additional income earned on such contributions, will
ordinarily not be taxed until distributed to the participant.
Generally, under the Code, distributions may be made at any time but, as
discussed below, distributions made prior to the date on which the participant
reaches age 59 1/2 may be subject to a penalty and may be subject to mandatory
federal income tax withholding at a 20 percent rate (as described below).
Distributions will be taxed as ordinary income at the rate applicable to the
participant in the year in which distributed.
Excess Contributions. Under Section 4973 of the Code, contributions to an
IRA, IRRA or SEP in excess of those allowed by law are subject to a six percent
excise tax if not withdrawn, together with additional income attributable to
such excess contributions, prior to the date the participant files his income
tax return for the year in which the excess contribution was made. If an excess
amount is contributed in one year and is not eliminated in later years, the
excess amount will be subject to a cumulative six percent excise tax each year
until it is eliminated. Elimination of the excess may be accomplished either by
reducing the contribution (and deduction) for a succeeding year, or by
withdrawal of the excess amount plus the income attributable to it. Such income
will be considered a premature distribution subject to the ten percent penalty
tax on premature distributions under Section 72(f) of the Code discussed below,
and will additionally be taxable as ordinary income at the applicable rate for
the year in which it is distributed.
Timing of Retirement Benefits. Generally, a participant, upon reaching age
59 1/2, may make such distributions from his Self-Directed Plan account as he
chooses without tax penalties. Generally, the Code
87
<PAGE>
requires that amounts in all Self-Directed Plans must commence being
distributed to a participant on or before April 1 of the calendar year
following the calendar year in which he reaches age 70 1/2, even if the
employee has not retired.
Such distributions may be made in a lump sum or in installments over the life
of the participant, or the joint lives of the participant and a designated
beneficiary, or over a period not to exceed the life expectancy (determined,
generally, by IRS life expectancy tables) of the participant or the joint life
expectancy of the participant and designated beneficiary. If the employee dies
before his entire interest has been distributed, the remaining portion of his
interest must be distributed at least as rapidly as the method of distribution
in effect prior to his death. Special rules apply under the Code to spousal
beneficiaries.
If the minimum payout required from a Self-Directed Plan for a particular
year is not made, a 50% excise tax will be imposed on the amount representing
the difference between the minimum payout required from the Self-Directed Plan
and the amount actually distributed under Section 4974 of the Code.
Treatment of Lump Sum Distributions and Annuities. The recipient of a "lump
sum distribution" (generally a distribution or payment within one taxable year
to the recipient of the balance to the credit of the employee on account of the
employee's death, attainment of age 59 1/2, disability or separation from
service (except in the case of a self-employed individual)) from a qualified
retirement plan may compute his tax liability using the five-year income
averaging tax computation, subject to certain requirements. However, no lump
sum income averaging methods apply to distributions from IRAs, IRRAs or SEPs.
Excise Tax on Large Distributions. To limit the total tax-deferred benefits
any individual can receive annually, Section 4980A of the Code imposes a 15
percent excise tax on certain "excess distributions" from qualified retirement
plans. All distributions from "qualified retirement plans" including IRAs,
IRRAs or SEPs made within one year are aggregated for this purpose. Total
benefits paid in a year exceeding the greater of $112,500, indexed for
inflation ($148,500 for 1994), or $150,000 (unindexed) are subject to the tax
to the extent of the excess. For lump sum distributions eligible to be taxed
under the five-year averaging provisions, the penalty will be applied
separately with respect to the lump sum distribution and other retirement
distributions. The penalty will be applied on the portion of the lump sum
distribution which exceeds five times the otherwise applicable limit for the
year.
Unless an election is made by a spouse, distributions made to beneficiaries
after the death of an individual are disregarded for purposes of applying this
tax; instead, an additional estate tax may be payable. The penalty tax on
excess distributions is reduced by an excise tax on early withdrawals.
Benefits accrued before August 1, 1986 may have been grandfathered and may
not be subject to the excise tax.
Premature Distributions. 1. Excise Tax: Distributions from an IRA, IRRA or
SEP prior to the time the participant reaches age 59 1/2 generally are subject
to penalty unless the participant has died or has become disabled (within the
meaning of Code Section 72(m)(7)). The penalty for early distributions is an
excise tax equivalent to ten percent of the amount so distributed, in addition
to the applicable ordinary income tax payable on such amount for the year in
which it is distributed. The tax will be waived for any distribution that is
part of a scheduled series of substantially level payments under an annuity for
the life or life expectancy of the taxpayer or the joint lives of the taxpayer
and his designated beneficiary. Distributions can also be made, without
penalty, to cover deductible medical expenses, for certain payments in a
divorce settlement, or
88
<PAGE>
to an employee who is age 55 or older, has separated from service, and has
satisfied the requirements of the employer's plan for early retirement (if the
plan permits such payments). In certain cases, the penalty will not be waived
if the distribution is from an IRA or retirement annuity. The penalty is also
not waived for distributions from a qualified retirement plan, if the employee
is a more than five percent owner or has been a more than five percent owner at
any time during the five plan years preceding the plan year ending in the tax
year in which the amount is received. A five percent owner is a person who, in
the case of a corporate employer, actually or constructively owns more than
five percent of the outstanding stock of the employer or stock possessing more
than five percent of the total combined voting power of all stock of the
employer, or who, in the case of a non-corporate employer, owns more than five
percent of the capital or profits interest in the employer. A rollover will
avoid imposition of the excise tax. However, for distributions prior to 1993,
the Code restricts the rollover of partial distributions to distributions
received on account of an employee's separation from service, death or
disability.
2. Mandatory Income Tax Withholding. Generally, any portion of an "eligible
rollover distribution" made from a qualified retirement plan after December 31,
1992 qualifies for tax-free rollover into an eligible retirement plan under
Section 402(c) of the Code. Under Section 402(c), as amended, all distributions
from a qualified retirement plan (including in-service distributions) are
eligible rollover distributions, except for certain periodic payments, required
amounts distributed to a participant who is over age 70 1/2 as described above,
and amounts otherwise not includible in gross income. Rollovers may be made by
the participant in one of two ways: first, by direct transfers from the
qualified retirement plan to an IRA (including an individual retirement annuity
other than endowment contract), a qualified defined contribution plan or an
annuity under Section 403(a) of the Code (a "direct rollover") or, in the case
of the RSA plan to another 403(b) plan, a tax sheltered annuity; or second, by
rolling over an eligible rollover distribution within 60 days of receipt to any
of the arrangements described above. In the event a direct rollover is not
chosen by the participant, a mandatory 20 percent of the distribution is
withheld to satisfy any federal tax liability that may be assessed. The
mandatory 20 percent withholding tax is not assessed against any distributions
that may not be rolled over (including, but not limited to, distributions to
beneficiaries other than a surviving spouse, or a present or former spouse
under a qualified domestic relations order).
Participants should consult with their attorneys or tax advisers in order to
determine the application of the new rollover and mandatory withholding
requirements to their own circumstances.
The foregoing rules are of general applicability to the Self-Directed Plans.
The following section discusses specific considerations applicable to the
different types of Self-Directed Plans.
TYPES OF SELF-DIRECTED PLANS
Individual Retirement Accounts. As a result of changes made by the Tax Reform
Act of 1986, the allowable deductions for contributions to IRAs are restricted
for certain taxpayers who are (or their spouses are) active participants in
employer-sponsored retirement plans and whose adjusted gross income exceeds
certain levels. An individual will be considered an active participant in a
defined contribution plan if any employer contribution or forfeiture is added
to his account for the year. In the case of a defined benefit plan, an
individual will be considered an active participant if he is not excluded under
the eligibility rules for the year. The determination of whether an individual
is an active participant is made without regard to whether the individual's
rights under a plan are vested. If an unmarried taxpayer, or either spouse in
the case of married taxpayers, is an "active participant" in an employer-
sponsored retirement plan, deductible contributions are permitted subject to a
pro rata phase-out rule where adjusted gross income (before the IRA
89
<PAGE>
deduction) is over $40,000 on a joint return or $25,000 for an unmarried
individual. The allowable deduction is completely eliminated for such taxpayers
when adjusted gross income (before the IRA deduction) reaches $50,000 on a
joint return or $35,000 for an unmarried person. For this purpose, an employer-
sponsored retirement plan means a pension, profit-sharing or stock bonus plan
qualified under Code section 401(a) (including a Keogh plan or 401(k) plan), an
annuity plan qualified under Section 403(a), a SEP, a tax-sheltered Code
section 403(b) annuity and retirement plans covering federal, state or local
government employees. A minimum deductible contribution of $200 is provided for
any taxpayer whose adjusted gross income is not above the phase-out range even
if the phase-out rules would provide for a lower deduction.
Subject to the above limitations, any individual with compensation may
establish an IRA. Generally, the maximum yearly tax deduction that may be taken
for an IRA contribution is the lesser of $2,000 or 100% of the individual's
compensation. If a husband and wife are both employed, they may take a
deduction of up to $4,000 on a joint return. If only one spouse is employed, a
separate IRA, called a "spousal IRA", may be established for the benefit of the
non-working spouse or a spouse that elects to be treated as having no
compensation for the year. The deduction for a spousal IRA may only be taken if
a joint return is filed, and the maximum contribution and aggregate deduction
for the two IRAs for any year is $2,250. Allocations may be made between the
two accounts in any manner so long as no more than $2,000 is contributed to
either of the accounts. No deduction for IRA contributions may be made for or
after the tax year in which a participant reaches age 70 1/2. In addition, no
deduction will be allowed for amounts paid to an "inherited IRA" (i.e., an IRA
acquired on account of the death of another individual other than by the
surviving spouse of the original owner).
Active participants in employer-sponsored plans who are not eligible to make
deductible contributions to IRAs (or whose deductions are limited) may make
nondeductible contributions to a separate account. The nondeductible
contribution is subject to the same dollar limitations (the lesser of $2,000 or
100% of compensation) as deductible contributions described above. Income in
the separate account will accumulate tax-free until distributed; however, only
the account earnings will be included in taxable income upon distribution.
The Self-Directed IRA program allows for the establishment of IRRAs, which
are "rollover IRAs". Prior to 1993, a rollover IRA could have only been
established with a distribution received from a qualified employer-sponsored
pension plan that was of an amount equal to at least 50% of the balance to the
credit of the employee in the plan; after December 31, 1992, this 50%
requirement no longer applies. This distribution would ordinarily be subject to
income tax; however, tax may be deferred to the extent that all or part of the
rollover amount, less any voluntary contributions made to the employer-
sponsored plans, is put into an IRA within 60 days of receiving the
distribution. With respect to a distribution of less than the entire balance to
the credit of the employee in the plan prior to 1993 (a "partial rollover"),
the distribution was eligible for rollover treatment only if the distribution
was made on account of the employee's death, separation from service or
disability and was not one of a series of periodic payments and the employee
elected, in a manner to be prescribed by regulations, to have rollover
treatment apply to such distribution. However, as described above, effective
for rollovers made after December 31, 1992, the limitations described with
respect to partial rollovers have been eliminated, and new mandatory federal
income tax withholding requirements have been imposed for any rollover that is
not a direct rollover. The amounts in a rollover IRA are taxed only upon
distribution, as with other IRAs. However, tax-free rollover treatment will be
denied for amounts received from an "inherited IRA".
90
<PAGE>
Simplified Employee Pension Plans. A SEP is essentially a collection of IRA
accounts established by employers for their employees, and any employer,
whether it is a sole proprietorship, a partnership or a corporation, may set up
a SEP. To qualify as a SEP, certain requirements must be met; in particular,
the plan must cover all current employees age 21 years or older who have worked
for the business in three of the last five calendar years and have received at
least $300 in compensation from the employer. Up to $30,000 or 15% of the
employee's compensation up to $150,000 (effective for plan years beginning
after December 31, 1993), subject to inflation adjustments may be paid by the
employer to the employee's SEP. The same percentage of compensation (determined
under a written formula) must be contributed on behalf of each employee. Such
contributions are deductible by the employer and excluded from the employee's
income. The tax-free elective deferral of an employee's income for a taxable
year cannot exceed $7,000, as adjusted for inflation (currently, $9,240 in
1994). This cap limits all tax-free elective deferrals by an employee under all
cash and deferred arrangements, SEPs and tax sheltered annuities.
Because the SEP is also an IRA, the employee may, if otherwise eligible under
the rules applicable to IRAs discussed above, make up to a $2,000 contribution
to the SEP or make rollover contributions (see "Individual Retirement Accounts"
above). Amounts contributed to a participant's SEP account vest immediately. If
the participant should cease to be employed by the business maintaining the
SEP, the participant retains full rights to and investment power over the
account. In such case, the account should be changed to a regular IRA so that
the participant may make additional permissible contributions.
Tax-deductible employer contributions may continue to be made to a SEP
participant's account even after he has reached age 70 1/2.
Each of the foregoing Self-Directed Plans is designed to meet differing needs
and has varying financial and tax consequences. An investor should thoroughly
review all of the materials available from Merrill Lynch concerning the Self-
Directed Plans and consult with his attorney or tax adviser in determining
whether any of these Plans is suited to his needs and circumstances.
Top-Heavy Plan Requirements. The Code imposes special rules with respect to
qualified plans that are considered to be "top-heavy" plans (individual
retirement plans are not subject to the Code's rules relating to "top-heavy"
plans). A defined contribution plan (for purposes of these rules, a SEP is
deemed to be a defined contribution plan) is considered to be "top-heavy" where
the account balances of "key employees" exceed 60% of the account balances of
all employees. "Key employees" include all employees who, at any time during
the plan year or the four preceding plan years (1) are officers having annual
compensation of more than $45,000, as adjusted for inflation, (2) are one of
the ten employees with annual compensation of more than $30,000 that actually
or constructively own the largest interests in the employer, (3) are "five-
percent owners", or (4) own more than a one percent interest in the employer
and have annual compensation in excess of $150,000. The account balance of an
individual that has not received compensation as an employee during the five
preceding plan years is not taken into account.
When a plan favoring key employees is determined to be "top-heavy", its
continued qualification under the Code depends on its compliance with certain
requirements, which (1) limit the amount of a participant's compensation that
may be taken into account, (2) provide stringent vesting schedules, (3) provide
minimum contributions or benefits for non-key employees, and (4) reduce the
aggregate limit on benefits and contributions for certain key employees who
participate in both a defined benefit plan and a defined contribution plan.
91
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Investment Objectives and Policies......................................... 2
Fundamental Value Portfolio............................................... 2
Quality Bond Portfolio.................................................... 2
U.S. Government Securities Portfolio...................................... 2
Global Opportunity Portfolio.............................................. 3
Growth Opportunity Portfolio.............................................. 4
Other Investment Policies and Practices of the Portfolios................. 4
Management of the Program.................................................. 9
Directors and Officers.................................................... 9
Compensation of Directors................................................. 10
Management and Advisory Arrangements...................................... 11
Purchase of Shares......................................................... 13
Initial Sales Charge Alternatives--
Class A and Class D Shares............................................... 14
Reduced Initial Sales Charges............................................. 15
Distribution Plans ....................................................... 16
Limitations on the Payment of Deferred Sales Charges ..................... 17
Redemption of Shares....................................................... 18
Deferred Sales Charges--Class B Shares.................................... 19
Portfolio Transactions and Brokerage....................................... 19
Portfolio Turnover........................................................ 21
Determination of Net Asset Value........................................... 22
Shareholder Services....................................................... 23
Investment Account........................................................ 23
Automatic Reinvestment of Dividends and Capital Gains Distributions....... 23
Systematic Redemption and Automatic Investment Plans...................... 23
Exchange Privilege........................................................ 24
Dividends, Distributions and Taxes......................................... 36
Dividends and Distributions............................................... 36
Federal Tax............................................................... 36
State Tax................................................................. 38
Performance Data........................................................... 38
General Information........................................................ 41
Description of Shares..................................................... 41
Computation of Offering Price Per Share................................... 42
Independent Auditors...................................................... 43
Custodian................................................................. 43
Transfer Agent............................................................ 43
Legal Counsel............................................................. 43
Reports to Shareholders................................................... 43
Additional Information.................................................... 43
Independent Auditors' Report
Fundamental Value Portfolio............................................... 44
Quality Bond Portfolio.................................................... 46
U.S. Government Securities Portfolio...................................... 48
Global Opportunity Portfolio.............................................. 50
Statement of Assets and Liabilities
Fundamental Value Portfolio............................................... 45
Quality Bond Portfolio.................................................... 47
U.S. Government Securities Portfolio...................................... 49
Global Opportunity Portfolio.............................................. 51
Financial Statements (unaudited)........................................... 52
Appendix A--Description of the Self-Directed Plans......................... 86
</TABLE>
Code # 18472-0 95
LOGO MERRILL LYNCH
Merrill Lynch Asset
Builder Program, Inc.
[ART]
STATEMENT OF
ADDITIONAL
INFORMATION
, 1995
Distributor:
Merrill Lynch
Funds Distributor, Inc.
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
Contained in Part A:
Financial Highlights for each of the Portfolios for the period
February 1, 1995 (commencement of operations) to March 31, 1995
(unaudited).
Contained in Part B:
Financial Statements:
Statements of Assets and Liabilities as of January 31, 1995
(audited).
Fundamental Value Portfolio
Quality Bond Portfolio
U.S. Government Securities Portfolio
Global Opportunity Portfolio
Schedules of Investments as of March 31, 1995 (unaudited).
Fundamental Value Portfolio
Quality Bond Portfolio
U.S. Government Securities Portfolio
Global Opportunity Portfolio
Statements of Assets and Liabilities as of March 31, 1995
(unaudited).
Fundamental Value Portfolio
Quality Bond Portfolio
U.S. Government Securities Portfolio
Global Opportunity Portfolio
Statements of Operations for the period ended March 31, 1995
(unaudited).
Fundamental Value Portfolio
Quality Bond Portfolio
U.S. Government Securities Portfolio
Global Opportunity Portfolio
Statements of Changes in Net Assets for the period ended March 31,
1995 (unaudited).
Fundamental Value Portfolio
Quality Bond Portfolio
U.S. Government Securities Portfolio
Global Opportunity Portfolio
Financial Highlights for the period ended March 31, 1995
(unaudited).
Fundamental Value Portfolio
Quality Bond Portfolio
U.S. Government Securities Portfolio
Global Opportunity Portfolio
C-1
<PAGE>
(b) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<S> <C>
1(a) --Articles of Incorporation of Registrant.(a)
(b) --Articles of Amendment of Articles of Incorporation of Registrant filed
on November 9, 1994.(a)
(c) --Articles of Amendment of Articles of Incorporation, filed on December
19, 1994.(d)
(d) --Articles of Amendment of Articles of Incorporation of Registrant filed
on July 20, 1995.
(e) --Articles of Amendment to Articles Supplementary of Registrant filed on
July 20, 1995.
2 --By-Laws of Registrant.(b)
3 --None.
4(a) --Portions of the Articles of Incorporation and By-Laws of Registrant
defining the rights of holders of shares of common stock of
Registrant.(c)
(b) --Form of specimen certificate for shares of Class A common stock of
Registrant.(a)
(c) --Form of specimen certificate for shares of Class B common stock of
Registrant.(a)
(d) --Form of specimen certificate for shares of Class C common stock of
Registrant.(a)
(e) --Form of specimen certificate for shares of Class D common stock of
Registrant.(a)
5 --Form of Management Agreement between Registrant and Merrill Lynch Asset
Management.(a)
6(a) --Form of Class A Shares Distribution Agreement between Registrant and
Merrill Lynch Funds Distributor, Inc. (including Form of Selected Dealers
Agreement).(a)
(b) --Form of Class B Shares Distribution Agreement between Registrant and
Merrill Lynch Funds Distributor, Inc. (including Form of Selected Dealers
Agreement).(a)
(c) --Form of Class C Shares Distribution Agreement between Registrant and
Merrill Lynch Funds Distributor, Inc. (including Form of Selected Dealers
Agreement).(a)
(d) --Form of Class D Shares Distribution Agreement between Registrant and
Merrill Lynch Funds Distributor, Inc. (including Form of Selected Dealers
Agreement).(a)
7 --None.
8 --Form of Custody Agreement between Registrant and The Bank of New
York.(a)
9(a) --Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing
Agency Agreement between Registrant and Financial Data Services, Inc.(d)
(b) --Agreement between Merrill Lynch & Co., Inc. and Registrant relating to
Registrant's use of Merrill Lynch name.(a)
10 --None.
11 --Consent of Deloitte & Touche llp, independent auditors for Registrant.
12 --None.
13 --Certificate of Merrill Lynch Asset Management.(a)
14 --None.
15(a) --Form of Class B Shares Distribution Plan of Registrant and Class B
Shares Distribution Plan Sub-Agreement.(a)
(b) --Form of Class C Shares Distribution Plan of Registrant and Class C
Shares Distribution Plan Sub-Agreement.(a)
(c) --Form of Class D Shares Distribution Plan of Registrant and Class D
Shares Distribution Plan Sub-Agreement.(a)
16 --Schedule for computation of each performance quotation provided in the
Registration Statement in response to Item 22.(d)
</TABLE>
C-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<S> <C>
17(a) --Financial Data Schedules for Fundamental Value Portfolio.(d)
(b) --Financial Data Schedules for Quality Bond Portfolio.(d)
(c) --Financial Data Schedules for U.S. Government Securities Portfolio.(d)
(d) --Financial Data Schedules for Global Opportunity Portfolio.(d)
</TABLE>
--------
(a) Filed on December 16, 1994, as an Exhibit to Pre-Effective Amendment No. 1
to Registrant's Registration Statement on Form N-1A (File No. 33-53887)
under the Securities Act of 1933.
(b) Filed on May 27, 1994, as an Exhibit to the Registrants' Registration
Statement on Form N-1A (File No. 33-53887) under the Securities Act of
1933.
(c) Reference is made to Article IV, Article V (Sections 2, 3, 4, 5 and 6),
Article VI, Article VII and Article IX, of the Registrant's Articles of
Incorporation, as amended, filed as Exhibits 1(a), 1(b) and 1(c) to the
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 the Registration
Statement.
(d) Filed on May 30, 1995, as an Exhibit to Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File No. 33-53887) under
the Securities Act of 1933.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Registrant is not controlled by or under common control with any other
person.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
<TABLE>
<CAPTION>
NUMBER OF RECORD
HOLDERS AT
TITLE OF CLASS APRIL 30, 1995
-------------- ----------------
<S> <C>
Class A Shares of Common Stock, par value $0.10 per share:
Fundamental Value Portfolio................................. 3
Quality Bond Portfolio...................................... 3
U.S. Government Securities Portfolio........................ 3
Global Opportunity Portfolio................................ 3
Growth Opportunity Portfolio................................ 0
Class B Shares of Common Stock, par value $0.10 per share:
Fundamental Value Portfolio................................. 2
Quality Bond Portfolio...................................... 2
U.S. Government Securities Portfolio........................ 2
Global Opportunity Portfolio................................ 2
Growth Opportunity Portfolio................................ 0
Class C Shares of Common Stock, par value $0.10 per share:
Fundamental Value Portfolio................................. 2
Quality Bond Portfolio...................................... 2
U.S. Government Securities Portfolio........................ 2
Global Opportunity Portfolio................................ 2
Growth Opportunity Portfolio................................ 0
Class D Shares of Common Stock, par value $0.10 per share:
Fundamental Value Portfolio................................. 2
Quality Bond Portfolio...................................... 2
U.S. Government Securities Portfolio........................ 2
Global Opportunity Portfolio................................ 2
Growth Opportunity Portfolio................................ 0
</TABLE>
C-3
<PAGE>
ITEM 27. INDEMNIFICATION.
Reference is made to Article V of Registrant's Articles of Incorporation,
Article VI of 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 may be concerned, Article VI of the
Registrant's By-Laws provides that the person seeking indemnification shall
provide to the Registrant a written affirmation of his good faith belief that
the standard of conduct necessary for indemnification by the Registrant has
been met and a written undertaking to repay any such advance if it should
ultimately be determined that the standard of conduct has not been met, and
provided further that at least one of the following additional conditions is
met: (a) the person seeking indemnification shall provide a security in form
and amount acceptable to the Registrant for his undertaking; (b) the Registrant
is insured against losses arising by reason of the advance; and (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 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 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 (the "Act"),
against certain types of civil liabilities arising in connection with the
Registration Statement or Prospectus and Statement of Additional Information.
Insofar as indemnification for liabilities arising under the Act may be
permitted to Directors, officers and controlling persons of the Registrant and
the principal underwriter pursuant to the foregoing provisions or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Director, officer, or controlling
person of the Registrant and the principal underwriter in connection with the
successful defense of any action, suit or proceeding) is asserted by such
Director, officer or controlling person or the principal underwriter in
connection with the shares being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Merrill Lynch Asset Management, L.P. (the "Investment Adviser") acts as
investment adviser for the following open-end 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
Balanced Fund for Investment and Retirement, Inc., Merrill Lynch Capital Fund,
Inc., Merrill Lynch Developing Capital Markets Fund, Inc., Merrill Lynch Dragon
Fund, Inc., Merrill Lynch EuroFund, Merrill Lynch Fundamental Growth Fund,
Inc., Merrill Lynch Fund For Tomorrow, Inc., Merrill Lynch Global Allocation
Fund, Inc., Merrill Lynch Global Bond Fund for Investment and Retirement,
Merrill Lynch Global Convertible Fund, Inc.,
C-4
<PAGE>
Merrill Lynch Global Holdings, Inc., Merrill Lynch Global Resources Trust,
Merrill Lynch Global SmallCap Fund, Inc., Merrill Lynch Global Utility Fund,
Inc., Merrill Lynch Growth Fund for Investment and Retirement, Merrill Lynch
Healthcare Fund, Inc., Merrill Lynch Institutional Intermediate Fund, Merrill
Lynch International Equity Fund, Merrill Lynch Latin America Fund, Inc.,
Merrill Lynch Middle East/Africa Fund, Inc., Merrill Lynch Municipal Series
Trust, Merrill Lynch Pacific Fund, Inc., Merrill Lynch Ready Assets Trust,
Merrill Lynch Retirement Series Trust, Merrill Lynch Series Fund, Inc., Merrill
Lynch Short-Term Global Income Fund, Inc., Merrill Lynch Strategic Dividend
Fund, Merrill Lynch Technology Fund, Inc., Merrill Lynch U.S.A. Government
Reserves, Merrill Lynch U.S. Treasury Money Fund, Merrill Lynch Utility Income
Fund, Inc., and Merrill Lynch Variable Series Funds, Inc.; and the following
closed-end investment companies: Convertible Holdings, Inc., Merrill Lynch High
Income Municipal Bond Fund, Inc. and Merrill Lynch Senior Floating Rate Fund,
Inc. Fund Asset Management, L.P. ("FAM"), an affiliate of the Investment
Adviser, acts as the investment adviser for the following open-end 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 Federal
Securities Trust, Merrill Lynch Funds for Institutions Series, Merrill Lynch
Multi-State Limited Maturity Municipal Series Trust, Merrill Lynch Multi-State
Municipal Series Trust, Merrill Lynch Municipal Bond Fund, Inc., Merrill Lynch
Phoenix Fund, Inc., Merrill Lynch Special Value Fund, Inc., Merrill Lynch World
Income Fund, Inc., and The Municipal Fund Accumulation Program, Inc.; and the
following closed-end investment companies: Apex Municipal Fund, Inc., Corporate
High Yield Fund, Inc., Corporate High Yield Fund II, Inc., Emerging Tigers
Fund, Inc., Income Opportunities Fund 1999, Inc., Income Opportunities Fund
2000, Inc., MuniAssets Fund, Inc., MuniEnhanced Fund, Inc., MuniInsured Fund,
Inc., MuniVest Fund, Inc., MuniVest Fund II, Inc., MuniVest California Insured
Fund, Inc., MuniVest Florida Fund, MuniVest Michigan Insured Fund, Inc.,
MuniVest New Jersey Fund, Inc., MuniVest New York Insured 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 Insured Fund II,
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 New York Insured Fund III, Inc., MuniYield Pennsylvania Fund,
MuniYield Quality Fund, Inc., MuniYield Quality Fund II, Inc., Senior High
Income Portfolio, Inc., Senior High Income Portfolio II, Inc., Senior Strategic
Income Fund, Inc., Taurus MuniCalifornia Holdings, Inc., Taurus MuniNewYork
Holdings, Inc. and Worldwide DollarVest Fund, Inc.
The address of each of these 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 Institutional Intermediate Fund
is One Financial Center, 15th Floor, Boston, Massachusetts 02111-2646. The
address of the Investment Adviser, FAM, Princeton Services, Inc. ("Princeton
Services"), Merrill Lynch Funds Distributor, Inc. ("MLFD") and Princeton
Administrators, L.P. is also P.O. Box 9011, Princeton, New Jersey 08543-9011.
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. The address of Merrill
Lynch Financial Data Services, Inc. ("FDS") is 4800 Deer Lake Drive East,
Jacksonville, Florida 32246-6484.
C-5
<PAGE>
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 February 1, 1993, for his or its own account or in the capacity of
director, officer, partner or trustee. In addition, Mr Zeikel is President, Mr.
Richard is Treasurer and Mr. Glenn is Executive Vice President of substantially
all of the investment companies described in the first paragraph of Item 28,
and Messrs. Giordano, Harvey, Kirstein and Monagle are directors, trustees or
officers of one or more of such companies.
<TABLE>
<CAPTION>
POSITION(S) WITH AND OTHER SUBSTANTIAL BUSINESS, PROFESSION,
NAME INVESTMENT ADVISER VOCATION OR EMPLOYMENT
---- --------------------- ---------------------------------------
<S> <C> <C>
Limited Partner Financial Services Holding Company;
ML & Co................. Limited Partner of FAM
Princeton Services...... General Partner General Partner of FAM
Arthur Zeikel........... President President of FAM; President and
Director of Princeton Services;
Director of MLFD; Executive Vice
President of ML & Co.; Executive Vice
President of Merrill Lynch
Terry K. Glenn.......... Executive Vice Executive Vice President of FAM;
President Executive Vice President and Director
of Princeton Services; President and
Director of MLFD; Director of FDS;
President of Princeton
Administrators, L.P.
Vincent R. Giordano..... Senior Vice President Senior Vice President of FAM; Senior
Vice President of Princeton Services
Elizabeth Griffin....... Senior Vice President Senior Vice President of FAM
Norman R. Harvey........ Senior Vice President Senior Vice President of FAM; Senior
Vice President of Princeton Services
N. John Hewitt.......... Senior Vice President Senior Vice President of FAM; Senior
Vice President of Princeton Services
Philip L. Kirstein...... Senior Vice Senior Vice President, General Counsel
President, General and Secretary of FAM; Senior Vice
Counsel and President, General Counsel, Director
Secretary and Secretary of Princeton Services;
Director of MLFD
Ronald M. Kloss......... Senior Vice President Senior Vice President and Controller
and Controller of FAM; Senior Vice President and
Controller of Princeton Services
Stephen M.M. Miller..... Senior Vice President Executive Vice President of Princeton
Administrators, L.P.
Joseph T. Monagle, Jr... Senior Vice President Senior Vice President of FAM; Senior
Vice President of Princeton Services
Richard L. Reller....... Senior Vice President Senior Vice President of FAM; Senior
Vice President of Princeton Services
Gerald M. Richard....... Senior Vice President Senior Vice President and Treasurer of
and Treasurer FAM; Senior Vice President and
Treasurer of Princeton Services; Vice
President and Treasurer of MLFD
Ronald L. Welburn....... Senior Vice President Senior Vice President of FAM; Senior
Vice President of Princeton Services
Anthony Wiseman......... Senior Vice President Senior Vice President of FAM: Senior
Vice President of Princeton Services
</TABLE>
C-6
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) MLFD acts as the principal underwriter for the Registrant and for each of
the open-end investment companies referred to in the first paragraph of Item 28
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., The Municipal Fund Accumulation
Program, Inc., and also acts as principal underwriter for the following closed-
end funds: Merrill Lynch High Income Municipal Bond Fund, Inc. and Merrill
Lynch Senior Floating Rate Fund, Inc.
(b) Set forth below is information concerning each director and officer of
MLFD. The principal business address of each such person is P.O. Box 9011,
Princeton, New Jersey 08543-9011, except that the address of Messrs. Crook,
Aldrich, Breen, Graczyk, Fatseas, and Wasel is One Financial Center, Boston,
Massachusetts 02111-2646.
<TABLE>
<CAPTION>
(2) (3)
(1) POSITION(S) AND OFFICE(S) POSITION(S) AND OFFICE(S)
NAME WITH MLFD WITH REGISTRANT
---- ------------------------- -------------------------
<S> <C> <C>
Terry K. Glenn.............. President and Director Executive Vice President
Arthur Zeikel............... Director President and Director
Philip L. Kirstein.......... Director None
William E. Aldrich.......... Senior Vice President None
Robert W. Crook............. Senior Vice President None
Kevin P. Boman.............. Vice President None
Michael J. Brady............ Vice President None
William M. Breen............ Vice President None
Sharon Creveling............ Vice President and None
Assistant Treasurer
Mark A. DeSario............. Vice President None
James T. Fatseas............ Vice President None
Stanley Graczyk............. Vice President None
Michelle T. Lau............. Vice President None
Debra W. Landsman-Yaros..... Vice President None
Gerald M. Richard........... Vice President and Treasurer
Treasurer
Salvatore Venezia........... Vice President None
William Wasel............... Vice President None
Robert Harris............... Secretary None
</TABLE>
(c) Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
All accounts, books and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940, as amended, and the rules
thereunder are maintained at the offices of the Registrant, 800 Scudders Mill
Road, Plainsboro, New Jersey 08536, and its transfer agent, Merrill Lynch
Financial Data Services, Inc., 4800 Deer Lake Drive East, Jacksonville, Florida
32246-6484.
C-7
<PAGE>
ITEM 31. MANAGEMENT SERVICES.
Other than as set forth under the caption "Management of the Fund--Management
and Advisory Arrangements" 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 32. UNDERTAKINGS.
(a) Registrant undertakes to file a post-effective amendment using financial
statements for the Growth Opportunity Portfolio, which need not be certified,
within four to six months from the effective date of this Registration
Statement.
(b) Not applicable.
(c) Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest annual report to shareholders,
upon request and without charge.
C-8
<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 CITY OF PLAINSBORO, AND THE STATE OF NEW JERSEY, ON THE 8TH DAY OF AUGUST,
1995.
Merrill Lynch Asset Builder Program,
Inc.
(Registrant)
By /s/ Terry K. Glenn
----------------------------------
(Terry K. Glenn, Executive Vice
President)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATE(S) INDICATED.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
Arthur Zeikel*
-------------------------------------------
(Arthur Zeikel) President (Principal
Executive Officer) and
Director
Joe Grills*
-------------------------------------------
(Joe Grills) Director
Walter Mintz*
-------------------------------------------
(Walter Mintz) Director
Melvin R. Seiden*
-------------------------------------------
(Melvin R. Seiden) Director
Harry Woolf*
-------------------------------------------
(Harry Woolf) Director
Stephen B. Swensrud*
-------------------------------------------
(Stephen B. Swensrud) Director
/s/ Gerald M. Richard August 8, 1995
-------------------------------------------
(Gerald M. Richard) Treasurer (Principal
Financial and
Accounting Officer)
</TABLE>
*By /s/ Terry K. Glenn August 8, 1995
---------------------------------
(Terry K. Glenn, Attorney-in-fact)
C-9
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S> <C>
1(d) --Articles of Amendment of Articles of Incorporation of
Registrant filed on July 20, 1995.
(e) --Articles of Amendment to Articles Supplementary of Registrant
filed on July 20, 1995.
11 --Consent of Deloitte & Touche llp, independent auditors for
Registrant.
</TABLE>
<PAGE>
APPENDIX FOR GRAPHIC AND IMAGE MATERIAL
Pursuant to Rule 304 of Regulation S-T, the following table presents fair
and accurate narrative descriptions of graphic and image material omitted from
this EDGAR submission file due to ASCII-incompatibility and cross-references
this material to the location of each occurrence in the text.
DESCRIPTION OF OMITTED LOCATION OF GRAPHIC
GRAPHIC OR IMAGE OR IMAGE IN TEXT
---------------------- -------------------
Interlocking gears and Back cover of Prospectus and
Merrill Lynch logo including back cover of Statement of
stylized market bull Additional Information
<PAGE>
$4/NOFOLIO
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC., a Maryland
corporation having its principal Maryland office c/o The Corporation Trust
Incorporated, 32 South Street, Baltimore, Maryland 21202 (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The charter of the Corporation is hereby amended by deleting
Article I thereof in its entirety and inserting the following in lieu thereof:
"ARTICLE I
NAME
----
The name of the Corporation is MERRILL LYNCH ASSET BUILDER PROGRAM, INC.
-----------------------------------------
(the "Corporation")."
SECOND: The foregoing amendment has been effected in the manner and by the
vote required by the Corporation's charter and the laws of the State of
Maryland. The amendment is limited to a change expressly permitted by Section
2-605(a)(4) of the Maryland Corporations and Associations Code to be made
without action by the stockholders and was approved by a majority of the entire
Board of Directors of the Corporation. The Corporation is registered as an
open-end company under the Investment Company Act of 1940, as amended.
THIRD: The charter of the Corporation is hereby further amended by
deleting the first sentence of Article IV, Section 11 in its entirety and
inserting the following in lieu thereof:
"The Corporation's shares of capital stock of all series and classes may
only be purchased by and thereafter held in either (1) the following three
types of retirement accounts with Merrill Lynch, Pierce, Fenner & Smith
Incorporated (or its successor in interest) acting as the
1
<PAGE>
sole custodian therefor: an individual retirement account, an individual
retirement rollover account or a simplified employee pension plan; or (2) a
Capital Builder Account ("CBA/(R)/") (or any successor account to such type
of account) established pursuant to the Uniform Gifts to Minors Act or
Uniform Transfers to Minors Act (or similar state statutes) (a "Qualified
Stockholder")."
FOURTH: The foregoing amendment has been effected in the manner and by the
vote required by the Corporation's charter and the laws of the State of
Maryland. Pursuant to Article IV, Section 11 of the Corporation's charter, the
amendment was approved by a majority of the entire Board of Directors of the
Corporation at a meeting held on July 12, 1995; and at the time of approval by
the Directors there were no shares of stock of the Corporation entitled to vote
on the matter either outstanding or subscribed for.
FIFTH: Except as amended hereby, the Corporation's charter shall remain in
full force and effect.
SIXTH: The authorized capital stock of the Corporation has not been
increased by these Articles of Amendment.
The President acknowledges these Articles of Amendment to be the corporate
act of the Corporation and states that to the best of his knowledge, information
and belief, the matters set forth in these Articles of Amendment with respect to
the authorization and approval of the amendment of the Corporation's charter are
true in all material respects, and that this statement is made under the
penalties for perjury.
- 2 -
<PAGE>
IN WITNESS WHEREOF, MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM, INC.
has caused these Articles of Amendment to be signed in its name and on its
behalf by its Executive Vice President, a duly authorized officer of the
Corporation, and attested by its Secretary as of the 19th day of July, 1995.
MERRILL LYNCH RETIREMENT ASSET
BUILDER PROGRAM, INC.
By: /s/ Terry K. Glenn
-------------------------------------
Terry K. Glenn
Executive Vice President
ATTEST:
/s/ Mark B. Goldfus
----------------------------
Mark B. Goldfus
Secretary
<PAGE>
MERRILL LYNCH ASSET BUILDER PROGRAM, INC.
ARTICLES SUPPLEMENTARY TO ARTICLES OF INCORPORATION
INCREASING THE AUTHORIZED CAPITAL STOCK OF THE CORPORATION
AND CREATING AN ADDITIONAL SERIES WITH FOUR
ADDITIONAL CLASSES OF COMMON STOCK
MERRILL LYNCH ASSET BUILDER PROGRAM, INC., a Maryland corporation having
its principal Maryland office c/o The Corporation Trust Incorporated, 32 South
Street, Baltimore, Maryland 21202 (hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland, that:
FIRST: The Corporation is an open-end investment company registered as
such under the Investment Company Act of 1940, as amended, with authority to
issue One Hundred Million (100,000,000) shares. The capital stock of the
Corporation is divided into four series, each of which consists of four classes
of common stock as follows:
<TABLE>
<CAPTION>
Class A Class B
Common Stock Common Stock
------------------ ------------------
<S> <C> <C>
Fundamental Value Portfolio 6,250,000 Shares 6,250,000 Shares
Quality Bond 6,250,000 Shares 6,250,000 Shares
Portfolio
U.S. Government 6,250,000 Shares 6,250,000 Shares
Securities Portfolio
Global Opportunity 6,250,000 Shares 6,250,000 Shares
Portfolio
Class C Class D
Common Stock Common Stock
------------------ ------------------
Fundamental 6,250,000 Shares 6,250,000 Shares
Value Portfolio
Quality Bond 6,250,000 Shares 6,250,000 Shares
Portfolio
U.S. Government 6,250,000 Shares 6,250,000 Shares
Securities Portfolio
Global Opportunity 6,250,000 Shares 6,250,000 Shares
Portfolio
</TABLE>
<PAGE>
SECOND: All shares of all classes and series of the Corporation's capital
stock have a par value of $.10 per share. The aggregate par value of all the
shares of all classes and series of the Corporation's capital stock is Ten
Million Dollars ($10,000,000).
THIRD: The Board of Directors of the Corporation, acting in accordance
with Section 2-105(c) of the General Corporation Law of the State of Maryland,
hereby increases the number of authorized shares of capital stock of the
Corporation's common stock by One Hundred Million (100,000,000) shares.
FOURTH: After this increase in the number of authorized shares of capital
stock of the Corporation's common stock, the Corporation will have authority to
issue Two Hundred Million (200,000,000) shares of capital stock, as follows:
<TABLE>
<CAPTION>
Class A Class B
Common Stock Common Stock
------------------ ------------------
<S> <C> <C>
Fundamental 6,250,000 Shares 6,250,000 Shares
Value Portfolio
Quality Bond 6,250,000 Shares 6,250,000 Shares
Portfolio
U.S. Government 6,250,000 Shares 6,250,000 Shares
Securities Portfolio
Global Opportunity 6,250,000 Shares 6,250,000 Shares
Portfolio
Class C Class D
Common Stock Common Stock
------------------ ------------------
Fundamental 6,250,000 Shares 6,250,000 Shares
Value Portfolio
Quality Bond 6,250,000 Shares 6,250,000 Shares
Portfolio
U.S. Government 6,250,000 Shares 6,250,000 Shares
Securities Portfolio
Global Opportunity 6,250,000 Shares 6,250,000 Shares
Portfolio
</TABLE>
The remainder of the Corporation's capital stock, One Hundred Million
(100,000,000) shares of common stock, is not designated as to any class or
series.
2
<PAGE>
FIFTH: After this increase in the number of authorized shares of capital
stock of the Corporation, all shares of all classes and series of the
Corporation's capital stock, including the shares of common stock which are not
designated as to any class or series, will have a par value of $.10 per share
and the aggregate par value of the shares of all classes and series of the
Corporation's capital stock will be Twenty Million Dollars ($20,000,000).
SIXTH: Pursuant to authority expressly vested in the Board of Directors of
the Corporation by its charter, the Board of Directors hereby reclassifies
Twenty-five Million (25,000,000) authorized and unissued shares of the
Corporation's common stock which are not designated as to any class or series as
a new series of common stock designated Growth Opportunity Portfolio, which
series shall consist of four classes of common stock, as follows:
<TABLE>
<CAPTION>
Class A Class B
Common Stock Common Stock
------------ ------------
<S> <C> <C>
Growth Opportunity 6,250,000 Shares 6,250,000 Shares
Portfolio
Class C Class D
Common Stock Common Stock
------------ ------------
6,250,000 Shares 6,250,000 Shares
</TABLE>
SEVENTH: The designations, preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications or terms or
conditions of redemption of Growth Opportunity Portfolio Class A common stock
are as follows:
Growth Opportunity Portfolio Class A common stock of the Corporation shall
represent the same interest in the Corporation and have identical designations,
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms or conditions of redemption
as the Class A common stock in the other series of the Corporation's common
stock as of the date of these Articles Supplementary, except as otherwise set
forth in the Corporation's charter and except that:
(i) Expenses related to the distribution of the Growth Opportunity
Portfolio Class A common stock shall be borne solely by such class and such
class shall have exclusive voting rights with
3
<PAGE>
respect to matters relating to the expenses being borne solely by such
class; and
(ii) Such distribution expenses borne solely by Growth Opportunity
Portfolio Class A common stock shall be appropriately reflected (in the manner
determined by the Board of Directors) in the net asset value, dividends,
distribution and liquidation rights of the shares of such class.
EIGHTH: The designations, preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications or terms or
conditions of redemption of Growth Opportunity Portfolio Class B common stock
are as follows:
Growth Opportunity Portfolio Class B common stock of the Corporation shall
represent the same interest in the Corporation and have identical designations,
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms or conditions of redemption
as the Class B common stock in the other series of the Corporation's common
stock as of the date of these Articles Supplementary, except as otherwise set
forth in the Corporation's charter and except that:
(i) Expenses related to the distribution of the Growth Opportunity
Portfolio Class B common stock shall be borne solely by such class and such
class shall have exclusive voting rights with respect to matters relating to the
expenses being borne solely by such class; and
(ii) Such distribution expenses borne solely by Growth Opportunity
Portfolio Class B common stock shall be appropriately reflected (in the manner
determined by the Board of Directors) in the net asset value, dividends,
distribution and liquidation rights of the shares of such class.
NINTH: The designations, preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications or terms or
conditions of redemption of Growth Opportunity Portfolio Class C common stock
are as follows:
Growth Opportunity Portfolio Class C common stock of the Corporation shall
represent the same interest in the Corporation and have identical designations,
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms or conditions of redemption
as the Class C common stock in the other series of the Corporation's common
stock
4
<PAGE>
as of the date of these Articles Supplementary, except as otherwise set forth
in the Corporation's charter and except that:
(i) Expenses related to the distribution of the Growth Opportunity
Portfolio Class C common stock shall be borne solely by such class and such
class shall have exclusive voting rights with respect to matters relating to the
expenses being borne solely by such class; and
(ii) Such distribution expenses borne solely by Growth Opportunity
Portfolio Class C common stock shall be appropriately reflected (in the manner
determined by the Board of Directors) in the net asset value, dividends,
distribution and liquidation rights of the shares of such class.
TENTH: The designations, preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications or terms or
conditions of redemption of Growth Opportunity Portfolio Class D common stock
are as follows:
Growth Opportunity Portfolio Class D common stock of the Corporation shall
represent the same interest in the Corporation and have identical designations,
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms or conditions of redemption
as the Class D common stock in the other series of the Corporation's common
stock as of the date of these Articles Supplementary, except as otherwise set
forth in the Corporation's charter and except that:
(i) Expenses related to the distribution of the Growth Opportunity
Portfolio Class D common stock shall be borne solely by such class and such
class shall have exclusive voting rights with respect to matters relating to the
expenses being borne solely by such class; and
(ii) Such distribution expenses borne solely by Growth Opportunity
Portfolio Class D common stock shall be appropriately reflected (in the manner
determined by the Board of Directors) in the net asset value, dividends,
distribution and liquidation rights of the shares of such class.
5
<PAGE>
IN WITNESS WHEREOF, MERRILL LYNCH ASSET BUILDER PROGRAM, INC. has caused
these Articles Supplementary to be signed in its name and on its behalf by its
President and attested by its Secretary on July 19, 1995.
MERRILL LYNCH ASSET BUILDER
PROGRAM, INC.
By: /s/ Terry K. Glenn
----------------------------------
Terry K. Glenn
Executive Vice President
Attest:
/s/ Mark B. Goldfus
--------------------------
Mark B. Goldfus
Secretary
THE UNDERSIGNED, Executive Vice President of MERRILL LYNCH ASSET BUILDER
PROGRAM, INC., who executed on behalf of the Corporation the foregoing Articles
Supplementary, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of the Corporation, the foregoing Articles Supplementary
to be the corporate act of the Corporation and further certifies that, to the
best of his knowledge, information and belief, the matters and facts set forth
therein with respect to the authorization and approval thereof are true in all
material respects, and that this statement is made under the penalties for
perjury.
/s/ Terry K. Glenn
-------------------------------
Terry K. Glenn
Executive Vice President
6
<PAGE>
INDEPENDENT AUDITORS' CONSENT
Merrill Lynch Asset Builder Program, Inc.
(formerly Merrill Lynch Retirement Asset Builder Program, Inc.):
We consent to the use in Post-Effective Amendment No. 2 to Registration
Statement No. 33-53887 of our reports dated May 19, 1995 appearing in the
Statement of Additional Information, which is part of such Registration
Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Princeton, New Jersey
August 8, 1995
