MERRILL LYNCH ASSET GROWTH FUND, INC.
Supplement dated January 28, 2000
to Prospectus dated December 7, 1999
On January 12, 2000, the Board of Directors of Merrill Lynch Asset Growth
Fund, Inc. (the "Fund") approved an Agreement and Plan of Reorganization between
the Fund and Merrill Lynch Global Allocation Fund, Inc. ("Global Allocation")
pursuant to which Global Allocation would acquire substantially all of the
Fund's assets and assume substantially all of the Fund's liabilities in
exchange for newly issued shares of Global Allocation, and thereafter the Fund
would deregister as an investment company under the Investment Company Act of
1940, as amended, and dissolve in accordance with the laws of the State of
Maryland (the "Reorganization").
The Reorganization is conditioned upon approval by the Fund's stockholders.
A special meeting of the stockholders of the Fund to consider the Reorganization
has been called for April 26, 2000. The record date for determining the
stockholders entitled to receive notice of and to vote at the special meeting
is March 15, 2000. If all of the requisite approvals are obtained, it is
anticipated that the Reorganization will take place in the second calendar
quarter of 2000.
If the Reorganization takes place, Fund stockholders will receive shares of
that class of Global Allocation having the same letter designation (i.e., Class
A, Class B, Class C or Class D) and the same distribution fees, account
maintenance fees, and sales charges (including contingent deferred sales
charges), if any, as the shares of the Fund held by them immediately prior to
the Reorganization.
Code #18237-12-99ALL
