<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 26, 1996
SECURITIES ACT FILE NO. 33-54005
INVESTMENT COMPANY ACT FILE NO. 811-7183
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X]
PRE-EFFECTIVE AMENDMENT NO.
[_]
[X]
POST-EFFECTIVE AMENDMENT NO. 5
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_]
AMENDMENT NO. 7 [X]
(Check appropriate box or boxes)
MERRILL LYNCH ASSET GROWTH FUND, INC.
(formerly Merrill Lynch Asset Allocation Growth Fund, Inc.)
(Exact Name of Registrant as Specified in Charter)
800 SCUDDERS MILL ROAD, PLAINSBORO, NEW JERSEY 08536
(Address of Principal Executive Office) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (609) 282-2800
ARTHUR ZEIKEL
MERRILL LYNCH ASSET GROWTH FUND, 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 COMPANY: PHILIP L. KIRSTEIN, ESQ.
LEONARD B. MACKEY, JR., ESQ. MERRILL LYNCH ASSET
ROGERS & WELLS MANAGEMENT
200 PARK AVENUE P.O. BOX 9011
NEW YORK, NEW YORK 10166 PRINCETON, N.J. 08543-9011
----------------
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK
APPROPRIATE BOX)
[X] immediately upon filing pursuant to paragraph (b)
[_] on (date) pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on (date) pursuant to paragraph (a)(1)
[_] 75 days after filing pursuant to paragraph (a)(2)
[_] on (date) pursuant to paragraph (a)(2) of rule 485.
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 CLASS A SHARES, CLASS B
SHARES, CLASS C SHARES AND CLASS D SHARES 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
OCTOBER 23, 1996.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART A. ITEM NOS. 1-9
There is hereby incorporated by reference the information contained in Post-
Effective Amendment No. 4 to the Fund's Registration Statement on Form N-1A as
filed with the Securities and Exchange Commission on December 23, 1996 (File
Nos. 33-54005 and 811-7183).
PART B. ITEM NOS. 10-23
There is hereby incorporated by reference the information contained in Post-
Effective Amendment No. 4 to the Fund's Registration Statement on Form N-1A as
filed with the Securities and Exchange Commission on December 23, 1996 (File
Nos. 33-54005 and 811-7183).
PART C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C of this Registration Statement.
----------------
This post-effective amendment consists of this page, Part C of this
Registration Statement and a signature page.
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(A)FINANCIAL STATEMENTS:
Contained in Part A:
Financial Highlights for the year ended August 31, 1996 and for the period
September 2, 1994 (commencement of operations) to August 31, 1995 for Class A
and Class B shares and for the period October 21, 1994 (commencement of
operations) to August 31, 1995 for Class C and Class D shares.
Contained in Part B:
Schedule of Investments as of August 31, 1996.
Statement of Assets and Liabilities as of August 31, 1996.
Statement of Operations for the year ended August 31, 1996.
Statements of Changes in Net Assets for the year ended August 31, 1996 and
for the period September 2, 1994 (commencement of operations) to August 31,
1996.
Financial Highlights for the year ended August 31, 1996 and for the period
September 2, 1994 (commencement of operations) to August 31, 1995 for Class A
and Class B shares and for the period October 21, 1994 (commencement of
operations) to August 31, 1995 for Class C and Class D shares.
(B)EXHIBITS:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
1(a) --Articles of Incorporation of the Registrant as amended.*
(b) --Articles Supplementary to Articles of Incorporation.***
2 --By-Laws of the Registrant, as amended.*
3 --None.
4 --Copies of instruments defining the rights of shareholders, including
the relevant portions of the Articles of Incorporation, as amended,
and By-Laws of Registrant.(a)
5 --Form of Management Agreement between Registrant and Merrill Lynch
Asset Management, L.P.*
6(a) --Form of Amended Class A Shares Distribution Agreement between
Registrant and Merrill Lynch Funds Distributor, Inc.**
(b) --Form of Class B Shares Distribution Agreement between Registrant and
Merrill Lynch Funds Distributor, Inc.*
(c) --Form of Class C Shares Distribution Agreement between Registrant and
Merrill Lynch Funds Distributor, Inc.**
(d) --Form of Class D Shares Distribution Agreement between Registrant and
Merrill Lynch Funds Distributor, Inc.**
7 --None.
8 --Form of Custodian Agreement between Registrant and The Chase
Manhattan Bank, N.A.*
9(a) --Form of Transfer Agency, Dividend Disbursing Agency and Shareholder
Servicing Agency Agreement between Registrant and Financial Data
Services, Inc.*
(b) --Form of Agreement between Merrill Lynch & Co., Inc. and the
Registrant relating to use by Registrant of Merrill Lynch name.*
10 --Opinion and consent of Rogers & Wells.*
--Opinion and consent of Galland, Kharasch, Morse & Garfinkle, P.C.*
11 --Consent of Deloitte & Touche llp, independent auditors for the
Registrant.****
12 --None.
13(a) --Certificate of Merrill Lynch Asset Management, L.P. relating to
Class A and Class B shares.*
(b) --Certificate of Merrill Lynch Asset Management, L.P. relating to
Class C and Class D shares.**
</TABLE>
C-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
14 --None.
15(a) --Class B Distribution Plan of the Registrant and Distribution Plan
Sub-Agreement.*
(b) --Class C Distribution Plan of the Registrant and Distribution Plan
Sub-Agreement.**
(c) --Class D Distribution Plan of the Registrant and Distribution Plan
Sub-Agreement.**
16 --Schedule for computation of each performance in the quotation
provided in the Registration Statement in response to Item 22 (for
Class A, Class B, Class C and Class D shares).***
24 --Power of Attorney for Robert S. Salomon, Jr.****
27(a) --Financial Data Schedule--Class A shares.****
(b) --Financial Data Schedule--Class B Shares.****
(c) --Financial Data Schedule--Class C Shares.****
(d) --Financial Data Schedule--Class D Shares.****
</TABLE>
- --------
(a) Reference is made to Article II (Sections 3 and 4), Article V (Section 3),
Article IV, Article VI, Article VII and Article IX of the Registrant's
Articles of Incorporation, filed as Exhibit (1) to Amendment No. 2 to the
Registration Statement; and Article II, Article III (Sections 1, 3, 5, 6
and 17), Article IV (Section 2), Article V (Section 7), Article VI,
Article VII, Article XII, Article XIII, and Article XIV of the
Registrant's By-Laws, as amended, previously filed as Exhibit (2) to
Amendment No. 2 to the Registration Statement.
* Previously filed with Pre-Effective Amendment No. 2 to the Registration
Statement.
** Previously filed with Post-Effective Amendment No. 1 to the Registration
Statement.
*** Previously filed with Post-Effective Amendment No. 2 to the Registration
Statement.
**** Filed herewith.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
The Registrant is not controlled by or under common control with any other
person.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
<TABLE>
<CAPTION>
NUMBER OF
HOLDERS AT
TITLE OF CLASS NOVEMBER 30, 1996
-------------- -----------------
<S> <C>
Shares of Class A Common Stock, par value $0.10 per share................ 104
Shares of Class B Common Stock, par value $0.10 per share................ 819
Shares of Class C Common Stock, par value $0.10 per share................ 99
Shares of Class D Common Stock, par value $0.10 per share................ 43
</TABLE>
- --------
Note: The number of holders shown in the table above includes holders of record
plus beneficial owners, whose shares are held of record by Merrill Lynch,
Pierce, Fenner & Smith Incorporated.
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.
Article VI of the By-Laws provides that each officer and director of the
Registrant shall be indemnified by the Registrant to the full extent permitted
under the General Laws of the State of Maryland, except that such indemnity
shall not protect any such person against any liability to the Registrant or
any stockholder thereof to which such person would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office. Absent a court
C-2
<PAGE>
determination that an officer or director seeking indemnification was not
liable on the merits or guilty of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office, the decision by the Registrant to indemnify such person must be based
upon the reasonable determination of independent counsel or non-party
independent directors, after review of the facts, that such officer or director
is not guilty of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
The Registrant may purchase insurance on behalf of an officer or director
protecting such person to the full extent permitted under the General Laws of
the State of Maryland from liability arising from his activities as officer or
director of the Registrant. The Registrant, however, may not purchase insurance
on behalf of any officer or director of the Registrant that protects or
purports to protect such person from liability to the Registrant or to its
stockholders to which such officer or director would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.
Insofar as the conditional advancing of indemnification moneys for actions
based upon the Investment Company Act of 1940 may be concerned, such payments
will be made only on the following conditions: (i) the advances must be limited
to amounts used, or to be used, for the preparation or presentation of a
defense to the action, including costs connected with the preparation of a
settlement; (ii) advances may be made only upon receipt of a written promise
by, or on behalf of, the recipient to repay that amount of the advance which
exceeds the amount to which it is ultimately determined that he is entitled to
receive from the Registrant by reason of indemnification; and (iii) (a) such
promise must be secured by a surety bond, other suitable insurance or an
equivalent form of security which assures that any repayments may be obtained
by the Registrant without delay or litigation, which bond, insurance or other
form of security must be provided by the recipient of the advance, or (b) 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 the recipient of the advance
ultimately will be found entitled to indemnification.
In Section 9 of the Class A, Class B and Class C 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.
(a) Merrill Lynch Asset Management, L.P., doing business as Merrill Lynch
Asset Management (the "Manager"), acts as investment adviser for the following
registered investment companies: Convertible Holdings, Inc., Merrill Lynch
Adjustable Rate Securities Fund, Inc., Merrill Lynch Americas Income Fund,
Inc., Merrill Lynch Asset Builder Program, Inc., Merrill Lynch Asset Growth
Fund, Inc., Merrill Lynch Asset Income Fund, Inc., Merrill Lynch Capital Fund,
Inc., Merrill Lynch Developing Capital Markets
C-3
<PAGE>
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., Merrill
Lynch Global Holdings, Merrill Lynch Global Resources Trust, Merrill Lynch
Global SmallCap Fund, Inc., Merrill Lynch Global Utility Fund, Inc., Merrill
Lynch Global Value Fund, Inc., Merrill Lynch Growth Fund, Merrill Lynch
Healthcare Fund, Inc., Merrill Lynch High Income Municipal Bond 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. Treasury Money Fund, Merrill Lynch
Utility Income Fund, Inc., Merrill Lynch Variable Series Funds, Inc. and Senior
Floating Rate Fund, Inc. Fund Asset Management, L.P. ("FAM"), an affiliate of
the Manager, acts as the investment adviser for the following investment
companies: Apex Municipal Fund, Inc., 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.,
Corporate High Yield Fund, Inc., Corporate High Yield Fund II, Inc., Financial
Institutions Series Trust, Income Opportunities Fund 1999, Inc., Income
Opportunities Fund 2000, Inc., Merrill Lynch Basic Value Fund, Inc., Merrill
Lynch California Municipal Series Trust, Merrill Lynch Corporate Bond Fund,
Inc., Merrill Lynch Emerging Tigers Fund, Inc., Merrill Lynch Federal
Securities Trust, Merrill Lynch Funds for Institutions Series, Merrill Lynch
Multi-State Municipal Series Trust, Merrill Lynch Multi-State Limited Maturity
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., MuniAssets Fund, Inc., The Municipal Fund Accumulation
Program, 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., Taurus MuniCalifornia Holdings,
Inc., Taurus MuniNew York 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 Manager and FAM is also P.O. Box 9011, Princeton, New Jersey 08543-9011.
The address of Merrill Lynch Funds Distributor, Inc. ("MLFD") is P.O. Box 9081,
Princeton, New Jersey 08543-9081. The address of Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill Lynch") and Merrill Lynch & Co., Inc. ("ML&Co.")
is World Financial Center, North Tower, 250 Vesey Street, New York, New York
10281.
C-4
<PAGE>
Set forth below is a list of each executive officer and partner of the
Manager indicating each business, profession, vocation or employment of a
substantial nature in which each such person or entity has been engaged since
November 1, 1991, 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 preceding paragraph, and Messrs.
Giordano, Harvey, Hewitt, Kirstein and Monagle are directors, trustees or
officers of one or more of such companies.
<TABLE>
<CAPTION>
OTHER SUBSTANTIAL BUSINESS,
POSITION WITH PROFESSION, VOCATION
NAME INVESTMENT ADVISER OR EMPLOYMENT
---- ------------------ ---------------------------
<C> <C> <S>
ML&Co. ..................... Limited Partner Financial Services Holding
Company; Limited Partner of MLAM.
Princeton Services, Inc.
("Princeton Services")..... General Partner General Partner of MLAM.
Fund Asset Management,
Inc. ....................... Limited Partner Investment Advisory Services
Arthur Zeikel............... President and Director President of MLAM; President and
Director of Princeton Services;
Executive Vice President of ML &
Co. and Merrill Lynch; Director
of MLFD.
Terry K. Glenn.............. Executive Vice President Executive Vice President of MLAM;
and Director Executive Vice President and
Director of Princeton Services;
President and Director of MLFD;
Director of Merrill Lynch
Financial Data Services, Inc.
("FDS"); President of Princeton
Administrators, L.P.
Robert W. Crook............. Senior Vice President Senior Vice President of MLFD
since 1990; Vice President of
MLFD from 1978 to 1990 and Vice
President of Investment Adviser
from 1981 to 1990.
Vincent R. Giordano......... Senior Vice President Senior Vice President of MLAM;
Senior Vice President of
Princeton Services.
Elizabeth Griffin........... Senior Vice President Senior Vice President of MLAM;
Senior Vice President of
Princeton Services.
Norman R. Harvey............ Senior Vice President Senior Vice President of MLAM;
Senior Vice President of
Princeton Services.
Michael J. Hennewinkel...... Senior Vice President Senior Vice President of MLAM;
Senior Vice President of
Princeton Services.
N. John Hewitt.............. Senior Vice President Senior Vice President of MLAM;
Senior Vice President of
Princeton Services.
Philip L. Kirstein.......... Senior Vice President, Senior Vice President, General
General Counsel and Counsel and Secretary of MLAM;
Secretary Senior Vice President, General
Counsel, Director and Secretary
of Princeton Services; Director
of MLFD.
</TABLE>
C-5
<PAGE>
<TABLE>
<CAPTION>
OTHER SUBSTANTIAL BUSINESS,
POSITION WITH PROFESSION, VOCATION
NAME INVESTMENT ADVISER OR EMPLOYMENT
---- ------------------ ---------------------------
<C> <C> <S>
Ronald M. Kloss............. Senior Vice President Senior Vice President and
and Controller Controller of MLAM; Senior Vice
President and Controller of
Princeton Services.
Stephen M.M. Miller......... Senior Vice President Executive Vice President of
Princeton Administrators, L.P.;
Senior Vice President of
Princeton Services.
Joseph T. Monagle........... Senior Vice President Senior Vice President of MLAM;
Senior Vice President of
Princeton Services.
Michael L. Quinn............ Senior Vice President Senior Vice President of FAM;
Senior Vice President of
Princeton Services; Managing
Director and First Vice President
of Merrill Lynch.
Richard L. Reller........... Senior Vice President Senior Vice President of MLAM;
Senior Vice President of
Princeton Services.
Gerald M. Richard........... Senior Vice President Senior Vice President and
and Treasurer Treasurer of MLAM; Senior Vice
President and Treasurer of
Princeton Services; Vice
President and Treasurer of MLFD.
Ronald L. Welburn........... Senior Vice President Senior Vice President of MLAM;
Senior Vice President of
Princeton Services.
Anthony Wiseman............. Senior Vice President Senior Vice President of MLAM;
Senior Vice President of
Princeton Services.
</TABLE>
(b) Merrill Lynch Asset Management U.K. Limited ("MLAM U.K.") acts as sub-
adviser for the following registered investment companies; Merrill Lynch
EuroFund, Merrill Lynch Global Allocation Fund, Inc., Merrill Lynch Global
SmallCap Fund, Inc., Merrill Lynch International Equity Fund and Merrill Lynch
Short-Term Global Income Fund, Inc. The address of each of these investment
companies is P.O. Box 9011, Princeton, New Jersey 08543-9011. The address of
MLAM U.K. is Milton Gate, 1 Moor Lane, London EC2Y 9HA, England.
Set forth below is a list of each executive officer and director of MLAM U.K.
indicating each business profession, vocation or employment of a substantial
nature in which each such person has been engaged sine July 1, 1994, for his or
her own account or in the capacity of director, officer, partner or trustee. In
addition, Messrs. Zeikel, Albert, Bascand, Glenn, Richard and Yardley are
officers of one or more of the registered investment companies listed in the
first two paragraphs of this Item 28:
<TABLE>
<CAPTION>
OTHER SUBSTANTIAL BUSINESS,
POSITION WITH PROFESSION, VOCATION
NAME MLAM U.K. OR EMPLOYMENT
---- ------------- ---------------------------
<C> <C> <S>
Arthur Zeikel............... Director and Chairman President of the Manager and FAM;
President and Director of
Princeton Services, Director of
MLFD; Executive Vice President of
ML & Co.
</TABLE>
C-6
<PAGE>
<TABLE>
<CAPTION>
OTHER SUBSTANTIAL BUSINESS,
POSITION WITH PROFESSION, VOCATION
NAME MLAM U.K. OR EMPLOYMENT
---- ------------- ---------------------------
<S> <C> <C>
Alan J. Albert.............. Senior Managing Director Vice President of the Manager
Terry K. Glenn.............. Director Executive Vice President of the
Manager and FAM; Executive Vice
President and Director of
Princeton Services; President and
Director of MLFD; Director of
MLFDS; President of Princeton
Administrators, L.P.
Adrian Holmes............... Managing Director Director of Merrill Lynch Global
Asset Management
Andrew John Bascand......... Director Director of Merrill Lynch Global
Asset Management
Edward Gobora............... Director Director of Merrill Lynch Global
Asset Management
Richard Kilbride............ Director Managing Director of Merrill
Lynch Global Asset Management
Robert M. Ryan.............. Director Vice President, Institutional
Marketing Debt and Equity Group,
Merrill Lynch Capital Markets
from 1989 to 1994
Gerald M. Richard........... Senior Vice President Senior Vice President and
Treasurer of the Manager and FAM;
Senior Vice President and
Treasurer of Princeton Services;
Vice President and Treasurer of
MLFD
Stephen J. Yardley.......... Director Director of Merrill Lynch Global
Asset Management
Carol Ann Langham........... Company Secretary None
Debra Anne Scarle........... Assistant Company Secretary None
</TABLE>
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) MLFD acts as the principal underwriter for the Registrant and for each of
the investment companies referred to in the first paragraph of Item 28 except
Apex Municipal Fund, Inc., CBA Money Fund, CMA Government Securities Fund, CMA
Money Fund, CMA Multi-State Municipal Series Trust, CMA Tax-Exempt Fund, CMA
Treasury Fund, Convertible Holdings, Inc., The Corporate Fund Accumulation
Program, Inc., Corporate High Yield Fund, Inc., Corporate High Yield Fund II,
Inc., Income Opportunities Fund 1999, Inc., Income Opportunities Fund 2000,
Inc., MuniAssets Fund, Inc., The Municipal Fund Accumulation Program, 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 Fund, MuniYield Arizona
Fund, Inc., MuniYield California Fund, Inc., MuniYield California Insured Fund,
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
C-7
<PAGE>
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., Taurus MuniCalifornia Holdings, Inc., Taurus MuniNew York Holdings, Inc.
and Worldwide DollarVest 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 9081,
Princeton, New Jersey 08543-9081, except that the address of Messrs. Crook,
Aldrich, Brody, Breen, Fatseas, Maguire, Schena and Wasel is One Financial
Center, 23rd Floor, Boston, Massachusetts 02111-2646.
<TABLE>
<CAPTION>
(3)
(2) POSITION(S) AND
(1) POSITION(S) AND OFFICE(S) 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
Mark A. DeSario........... Vice President None
James T. Fatseas.......... 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 Merrill Lynch Financial Data Services,
Inc., 4800 Deer Lake Drive East, Jacksonville, Florida 32246-6484.
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, Registrant is not a party to any
management related service contract.
ITEM 32. UNDERTAKINGS.
(a) Not applicable.
(b) 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.
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<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, THE REGISTRANT CERTIFIES THAT
IT MEETS ALL OF THE REQUIREMENTS FOR EFFECTIVENESS OF THIS POST-EFFECTIVE
AMENDMENT TO ITS REGISTRATION STATEMENT PURSUANT TO RULE 485(B) UNDER THE
SECURITIES ACT OF 1933 AND HAS DULY CAUSED THIS AMENDMENT TO THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE TOWNSHIP OF PLAINSBORO, AND STATE OF NEW JERSEY ON THE 26TH
DAY OF DECEMBER, 1996.
MERRILL LYNCH ASSET GROWTH FUND,
INC.
/s/ Arthur Zeikel
By __________________________________
(ARTHUR ZEIKEL, PRESIDENT)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ Arthur Zeikel President and
- ------------------------------------ Director December 26,
(ARTHUR ZEIKEL) (Principal 1996
Executive Officer)
Joe Grills* Director
- ------------------------------------
(JOE GRILLS)
Walter Mintz* Director
- ------------------------------------
(WALTER MINTZ)
Melvin R. Seiden* Director
- ------------------------------------
(MELVIN R. SEIDEN)
Robert S. Salomon, Jr.* Director
- ------------------------------------
(ROBERT S. SALOMON, JR.)
Stephen B. Swensrud* Director
- ------------------------------------
(STEPHEN B. SWENSRUD)
Gerald M. Richard* Treasurer
- ------------------------------------ (Principal December 26,
(GERALD M. RICHARD) Financial and 1996
Accounting
Officer)
*By /s/ Arthur Zeikel
- ------------------------------------
(ARTHUR ZEIKEL, PRESIDENT)
December 26,
1996
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