Merrill Lynch International Investment Funds
Transcription
Merrill Lynch International Investment Funds
BMerrillLynch Investment Managers www.mliminternationaI.com Merrill Lynch International Investment Funds Prospectus .... . .... _ ..... .. .. Contents Page Introduction to Merrill Lynch International Investment Funds 2 General 3 Distribution 3 Management and Administration 4 Enquiries 4 Board of Directors 5 Glossary 6 Investment Management of Funds 8 Special Risk considerations 9 Excessive Tradiqg Policy 17 Investment Objectives & Policies 17 Classes and Form of Shares 25 Dealing in Fund Shares 26 Prices of Share; 27 Application for Shares 27 Redemption of Shares 28 Conversion of Shares 29 Dividends 30 Fees, Charges and Expenses 32 Taxation 33 Meetings and Reports 34 Appendix A - livestrnent and Borrowing Powers and Restrictions 36 Appendix E - Summary of Certain Provisions of the Articles and of Company Practice 41 Appendix C -Additional Information 48 Appendix D - Authorised Status 55 Appendix E -Summary of Charges and Expenses 58 Appendix F -Available Funds and Share Classes 64 Summary of Subscription Procedure and Payment Instructions 70 Introduction t o Merrill Lynch International Investment Funds Structure Listing Merrill Lynch International Investment Funds ("the Company") is Shares of certain Classes of all Funds are, or will be, listed on the incorporated in Luxembourg as an open-ended investment Luxembourg Stock Exchange. company and qualifies as a Part I K I T S (Undertaking for Collective Investment in Transferable Securities) It has an Choice of Funds "umbrella" structure comprising a number of different Funds, As of the date of this Prospectus, investors are able t o choose each having a separate portfolio o f investments The Company from the following Funds of Merrill Lynch International has appointed Merrill Lynch Investment Managers (Luxembourg) Investment Funds S A as its management company Asian Dragon Fund (E) Asian Tiger Bond Fund (E) ERIC Fund* (E) Conservative Allocation Fund (Euro) (M) ConscwativeAllocation Fund (US Dollar) (M) Continental European Growth Fund (E) Corporate Bond Fund (Euro) (until 31 July 2006) (6) Emerging Europe Fun&(E) Emerging M d e t s B o b F s d (8) EGergingMaikets Funb (E) Euro Bond fund (B) Euro Corporate Bond fund (effective 31 July 2006) (6) Euro-Markets Fund (E) European Fund (E) European Focus Fund' (E) Eunlp&n Furid (Et 2 ~ Eu+an kurog!an i&kkind~E) Euro ?tesed Fuh8 IB)' Glonal Allocation Fund (M) Global Bond Fund (Euro) (8) Global Bond Fund (US Dollar) (B) Global Capital SecuritiesAbs Global Dyiiamic E d d y Fund (E Global E&y C o m o d (E) Giobal Eqcity Div&<died Fund Global Fo&s Fun&&) Global Fuhdamen6l i'alue Fu Global G$Wh fu% (E) Global Hiah Yield Bond Fund ( ' Global Opportunities Fund (E) Global SmallCap Fund (E) Greater China Fund* (E) India Fund* (E) Japan Fund (El2 Japan Opportunities Fund (EF Jdpan Value Fund {E)' Gtin A&rican Fund (E) i New Energy Fund (E) Pacific Equity Fund (E) Short Duration Bond Fund (Euro) (6) Sterling Reserve Fund (8) Strategic Allocation Fund (Euro) (M) Strategic Allocation Fund (US Dollar) (M) Thailand Fund* (E) UK Focus Fund' (E) P e us5 < e e e USJ uss e US$ e: US$ e e ud e e us$ e US5 US$ IC e e e us5 US$ f and US$ 6 e us5 e us4 E, US$ f US9 US5 e e e US5 US$ US$ e € US$ US$ E US% US$ e us5 f and B € e e US$ US$ US$ US$ US$ f ande US$ e $7 v* f t d US Basic Value Fund (E) US Dollar Core Bond Fund (8) US Dollar High Yield Bond Fund (E) US Dollar Low Duration Bond Fund (B) US Dollar Reserve Fund (B) US Flexibk Equity F h d (E) -k T US FocusedValue Fund (E) US Government Mortgage Fund (B) US Growth Fund (E) US Opportuniues Fund (E) US SmallCap Value Fund (E) 2 Merrill Lynch International Investment Funds > a US$and€ World Energy Fund (3 World Financialr; Funa (E) World Gold Fund (E) US$ World Healthscience Fund (E) World Income Fund (B) World Mining Fund (E) Wortd Technology Fund {E) US$ us$ US$ us4 US$ US$ * Fund not available for suhscriotion a the date of this Prospertur Such Funds may be launrhed a t the Directors' discretion Confirmation of the launch date of these Funds w II then be made available at the Investor Service Centre Any provisions in this Prospectus relating to any one of these Funds shall only take effect from the launch date of the relevant Fund I Fund is only registered in Luxembourg, Germany and Switzerlana ' With effect from 29 May 2C06,these Funds will have yen as a dealing currency and also retain US dollars and euro as additional dealing currencies B Bond Fund E Equity Fund M Mixed Fund General I n f o r m a t i o n u p d a t i n g this Prospectus may, if appropriate, If y o u a r e in a n y d o u b t a b o u t t h e contents of this appear in t h e r e p o r t a n d accounts. Prospectus o r w h e t h e r a n investment in t h e Company is suitable for you, y o u should consult y o u r stockbroker, solicitor, accountant, relationship m a n a g e r or o t h e r Statements made in this Prospectus are based o n the law and practice currently in force in the Grand-Duchy of Luxembourg professional adviser. and are subject t o changes in such law. The Directors of the Company, whose names appear o n page 4, Distribution are the persons responsible for the information contained in this This Prospectus does not constitute an offer or solicitation document To the best of the knowledge and belief of the by anyone in anylurisdiction in which such offer or solicitation Directors (who have taken all reasonable care t o ensure that such is not lawful or in which the person making such offer is the case), the information Contained in this document is or solicitation is not qualified to do so or t o anyone t o w h o m in accordance w i t h the facts and does not omit anything likely it is unlawful to make such offer or solicitation. Details of t o affect the import of such information. The Directors accept countries in which the Company is currently authorised t o offer responsibility accordingly. Shares are contained in Appendix D. Prospective subscribers for Shares should inform themselves as t o the legal requirements No person has been authorised t o give any information or t o of applying for Shares and of applicable exchange control make any representations other than those contained in this regulations and taxes in the countries of their respective Prospectus, the documents mentioned herein and any brochures citizenship, residence or domicile. US Persons are not permitted that are issued by the Company as substitute offering documents. t o subscribe for Shares. In some countries investors may be able t o subscribe for Shares through Regular Savings Plans. The fees It should be remembered that the price of the Shares of each and commissions relating t o Regular Savings Plans during the first of the Funds can g o down as well as up. Changes in the rates year must not exceed one third of the amount contributed by the of exchange between currencies may cause the value of Shares, investor. These fees and commissions d o not include premiums t o expressed in their Dealing Currency(ies), t o go up or down be paid by the investor where the Regular Savings Plan is offered Accordingly, an investor may not receive back the amount as part of a life insurance or whole life insurance product. Please he or she invested. contact the Investor Service Centre for more details. All decisions to subscribe for Shares should b e m a d e on t h e basis of t h e i n f o r m a t i o n c o n t a i n e d in this Prospectus w h i c h is issued b y t h e Company a n d in t h e m o s t recent a n n u a l a n d 24 March 2006 (if later) i n t e r i m r e p o r t a n d accounts of the Company which are available f r o m t h e registered o f f i c e of t h e Company. Merrill Lynch International Investment Funds 3 Management and Administration M a n a g e m e n t Company Listing A g e n t Merrill Lynch Investment Managers (Luxembourg) S.A. J.P. Morgan Bank Luxembourg S.A. 6D route de Treves, L-2633 Senningerberg, Luxembourg 6C. Route de TrPves, 1-2633 Senningerberg, Grand Duchy of Luxembourg Investment Advisers Merrill Lynch Investment Managers Limited Paying Agents 33 King William Street, London EC4R 9AS. UK A list of Paying Agents is to be found on page 49. Fund Asset Management, L.P. Registered O f f i c e 800 Scudders Mill Road, Plainsboro, NJ 08536, USA Aerogolf Centre, 1A Hoehenhof, L-1736 Senningerberg, Luxembourg Investment M a n a g e r a n d Principal Distributor Merrill Lynch Investment Managers (Channel Islands) Limited Enquiries Forum House, Grenville Street, St. Helier, Jersey JE4 8RL, In the absence of other arrangements, enquiries regarding the Channel Islands Company should be addressed as follows: Written enquiries: Merrill Lynch Investment Managers, d o Investor Services J.P. Morgan Bank Luxembourg SA., Written Enquiries: Merrill Lynch Investment Managers, d o Luxembourg. J.P. Morgan Bank Luxembourg S.A., P.O. Box 1058, L1010 All other enquiries: Telephone. + 44 207 995 6655, Luxembourg Fax: + 4 4 207 743 1143. All other enquiries: Telephone: + 44 207 995 6655, Fax: + 44 207 743 1 143 Custodian The Bank of New York Europe Limited. Luxembourg Branch Aerogolf Center, 1A Hoehenhof, L-1736 Senningerberg, Luxembourg Fund A c c o u n t a n t The Bank of New York Europe Limited, Luxembourg Branch Aerogolf Center, 1A Hoehenhof, L-1736 Senningerberg, Luxembourg Transfer A g e n t a n d Registrar J.P. Morgan Bank Luxembourg S.A. 6C, Route de TrPves, L-2633 Senningerberg, Grand Duchy o f Luxembourg Auditor PricewaterhouseCoopers 400 route d'Esch, L1471 Luxembourg Legal Advisers Linklaters Loesch Avenue John F. Kennedy 35, L-1855 Luxembourg 4 Merrill Lynch international Investment Funds P.0 Box 1058, L-1010. Board of Directors Chairman Robert Fairbairn Managing Director, Chief Operating Officer, EMEA Pacific Merrill Lynch Investment Managers Limited 33 King William Street, London EC4R 9AS. UK Directors Frank P. Le Feuvre Managing Director, Merrill Lynch Investment Managers (Channel Islands) Limited Forum House, Grenville Street, St. Helier, Jersey JE4 8RL. Channel Islands Geoffrey Radcliffe Director and General Manager Merrill Lynch Investment Managers (Luxembourg) S.A. 6D route de TrPves, L-2633 Senningerberg, Luxembourg Jean-Claude Wolter Avocat Honoraire 232, rue Edith Cavell, B-1180Brussels, Belgium Andrew Donohue First Vice President, General Counsel Merrill Lynch Investment Managers, 1.P. Princeton, New Jersey, USA James Charrington Managing Director, Head of Retail Business, EMEA Pacific Merrill Lynch Investment Managers Limited 33 King William Street, London EC4R 9AS, UK Ernilio Novela Berlin Independent Director Paseo de la Castellana 40 bis - 4a Planta, 28046 Madrid, Spain Merrill Lynch InternationalInvestment Funds 5 Glossary Base Currency Share Classes may, at the Directors' discretion, be made available In relation t o Shares of any Fund, the currency indicated on page 2 . in other Funds and in other currencies. Confirmation of the other Funds and currencies in which the Hedged Share Classes may be Business Day available and the date of their launch can then be obtained from In relation t o Shares of any Fund, any day normally treated as a the registered office o f the Company and from the Investor business day in Luxembourg for banks and the Luxembourg stock Service Centre An updated list of available Hedged Share Classes exchange and such other days as the Directors may decide. will be included in the next version of the Prospectus. All CDSC the shareholders of the respective Hedged Share Classes gainsAosses from hedging transactions are borne separately by Contingent deferred sales charge. Investment M a n a g e r D e a l i n g Currency Merrill Lynch Investment Managers (Channel Islands) Limited In relation t o Shares of any Fund, the currency or currencies acting either in its capacity as Investment Manager or in its indicated o n page 2 as at the date of this Prospectus. Other capacity as Principal Distributor as further described in Appendix additional Dealing Currencies may be introduced at the Directors' C. References t o distributors may include the Investment discretion. Confirmation of the further additional Dealing Manager in its capacity as Principal Distributor. Currencies and the date of their availability can then be obtained from the registered office of the Company and from the Investor Investor Service Centre Service Centre. An updated list of available Dealing Currencies Merrill Lynch Investment Managers Limited (or such other MLlM will be included in the next version of the Prospectus. Group company that may perform such functions from time t o time) for dealing and investor servicing functions. D e a l i n g Day In relation t o Shares of any Fund, any Business Day (other than one falling within a period of suspension). M a n a g e m e n t Company Merrill Lynch Investment Managers (Luxembourg) S.A., a Luxembourg societe anonyme authorised as a management Directors company under the law of 20 December 2002. The Directors of the Company. M e r r i l l Lynch D i s t r i b u t i n g Funds a n d D i s t r i b u t i n g Shares Merrill Lynch International & Co., Inc. or one of its associated Those Shares for which dividends are currently declared and in companies (other than the Investment Manager or the respect of which currency and which Fund are set out in Investment Advisers). Appendix F. Dividends may be declared o n Distributing Shares of other Funds and in other currencies at the Directors' discretion. M L Fund Confirmation of the additional Funds, Share Classes and Any fund established in Luxembourg that qualifies as a Part I Currencies on which dividends may be declared will then be UClTS and for which the investment adviser is Merrill Lynch made available from the registered office of the Company and Investment Managers, L.P. or Merrill Lynch Bank (Suisse) S.A. or from the Investor Service Centre. An updated list of available one of their affiliates other than the Investment Manager or Distributing Shares will be included in the next version of the Merrill Lynch Investment Managers Limited. Prospectus. M L Group Funds The Merrill Lynch group o f companies, the ultimate holding The funds of the Company described in this Prospectus. company o f which is Merrill Lynch & Co., Inc. H e d g e d Share Classes M L l M Group Those Share Classes of those Funds for which hedged shares are The Merrill Lynch Investment Managers group, a business division currently available are set out in Appendix F. Additional Hedged of the ML Group. 6 Merrill Lynch International Investment Funds ML M o n e y M a r k e t Funds Non-US registered money market investment funds for which the investment adviser is Merrill Lynch Investment Managers, L.P or one of its affiliates other than the Investment Manager or Merrill Lynch Investment Managers Limited. N e t Asset Value In relation t o a Fund or a Share (of any Class), the amount determined in accordance w i t h the provisions described in paragraphs 11 t o 16 o f Appendix B. The Net Asset Value of a Fund may be adjusted in accordance w i t h paragraph 16(c) o f Appendix B. Prospectus This docurnen:. Share A share in the capital of the Company, as described in this Prospectus. Share Class The class of share in each case o f no par value representing the capital of the Company and linked t o a particular Fund, as described o n page 25. Subsidiary Merrill Lynch India Equities Fund (Mauritius) Limited, a whollyowned subsidiary of the Company, incorporated as a private company limited by shares through which the India Fund and certain other Funds may invest in securities. UK D i s t r i b u t o r Status Funds and UK D i s t r i b u t o r Status Shares Those Funds which currently offer UK Distributor Status on their Shares as at the date of this Prospectus are set out in Appendix F. The Company may apply for UK Distributor Status for Shares o f other Funds and for other Share Classes or Dealing Currencies o f these Funds and other Funds. Confirmation of the additional Funds, Share Classes and Dealing Currencies in respect of which the Company may apply for UK Distributor Status will then be available from the registered office of the Company and from the Investor Service Centre. An updated list of available UK Distributor Sta:us funds, Share Classes and Dealing Currencies will be included in the next version o f the Prospectus. Merrill Lynch international Investment Funds 7 Investment Management of Funds Management The Management Company has delegated its investment The Directors are responsible for the overall investment policy management functions t o the Investment Manager, w h o in turn of the Company. has appointed the Investment Advisers. The Investment Advisers provide advice and management in the areas of stock and sector Merrill Lynch Investment Managers (Luxembourg) S.A. has been selection and strategic allocation. One of the Investment Advisers, appointed by the Company t o act as its management company. Merrill Lynch Investment Managers Limited, has sub-delegated The Management Company is authorised t o act as a fund some of these functions t o Merrill Lynch Investment Managers management company in accordance w i t h Chapter 13 of the Co., Ltd. Notwithstanding the appointment of the Investment law of 20 December 2002. Advisers, the Investment Manager accepts full responsibility t o the Management Company and t o the Company for all The Company has signed a management company agreement investment transactions, subject t o the direction of the (the "Management Company Agreement") with the Management Company's Directors. Merrill Lynch Investment Management Company. Under this agreement, the Management Managers Limited a150 acts as the Investment Manager t o the Company is entrusted with the day-to-day management o f the Subsidiary. Company, with responsibility for performing directly or by way of delegation all operational functions relating to the Company's Investment Advisers investment management, administration, and the marketing Merrill Lynch Investment Managers Limited is the principal of the Funds operating subsidiary of Merrill Lynch Investment Managers Group In agreement w i t h the Company, the Management Company has It is regulated by the Financial Services Authority ("FSA") but decided t o delegate several of its functions as is further described the Company will not be a customer of Merrill Lynch Investment Limited, which is a subsidiary of Merrill Lynch & Co., Inc Managers Limited for the purposes of the FSA Rules and will in this Prospectus. accordingly not directly benefit from the protection o f those The directors of the Management Company are: Rules Frank P Le Feuvre Merrill Lynch Investment Managers Limited forms part of the Managing Director, Merrill Lynch Investment Managers MLlM Group. The MLlM Group currently employs over 3,000 staff (Channel Islands) Limited w h o provide investment management services internationally for Forum House, Grenville Street, St. Helier, Jersey JE4 8RL. institutional, retail and private clients. The MLlM Group has over Channel Islands US$539 billion of assets under management and is represented in James Stratford the global activities o f which include not only those of the MLlM First Vice President, Global Head of Compliance Group, but also investment banking and securities brokerage Merrill Lynch Investment Managers Limited businesses. 18 countries. The ML Group is a major financial services group, 33 King William Street, London EC4R 9AS. UK Fund Asset Management, L.P. was established 01: 15 December Geoffrey Radcliffe 1976 and is regulated by the Securities and Exchange Director and General Manager Commission. It has over USB133 billion o f assets under Merrill Lynch Investment Managers (Luxembourg) S.A. management. It is also a directly owned operating subsidiary of 6D route de Treves, L-2633 Senningerberg, Luxembourg Merrill Lynch & Co., Inc. and forms part of the MLlM Group Merrill Lynch Investment Managers (Luxembourg) S.A. 15 a wholly owned subsidiary within the ML Group. It is regulated by the Commission de Surveillance du Secteur Financier. Merrill Lynch Investment Managers (Luxembourg) SA Group 8 Merrill Lynch International Investment Funds forms part of the M U M Special Risk Considerations Investors must read these Special Risk Considerations before investing in any of the Company's Funds. This section contains explanations of some of the risks that apply t o the Funds. Not all risks apply t o all Funds and the following table sets out the risks that, in the opinion of the Investment Manager, could have significant impact t o the overall risk of the portfolio. Investors should be aware that other risks may also be relevant t o the Funds from time to time. Merrill Lvnch International Investment Funds 9 x x i x x x x x X X x x x X > > x x m aA 10 Merrill Lynch International Investment Funds E r DL x x x x x x x x x x x x : x x x x x X x x X x x x x x x x x x x'5x x x x ,* x x x x X x x x x x x x x x x x X x X : , x x x x x x x x x X x x x x x x x x X X x x I x x x X Merrill Lynch International Investment Funds 1 1 General emerging markets may have a low level of regulation, There can be no assurance that the investment objectives of each enforcement of regulations and monitoring of investors' activities Fund will be achieved Also, past performance is n o guide t o future Those activities may include practices such as trading o n material performance, and the value of investments may go down as well as non-public information by certain categories of investor. up. Changes in rates of exchange between currencies may cause the value of a Fund's investments to diminish or increase. The securities markets of developing countries are not as large as the more established securities markets and have substantially Emerging M a r k e t s less trading volume, resulting in a lack o f liquidity and high price The following considerations, which apply t o some extent t o all volatility. There may be a high concentration of market international investment, are of particular significance in certain capitalisation and trading volume in a small number of issuers smaller and emerging markets. Funds investing in equities (see representing a limited number of industries as well as a high "Investment Objectives & Policies" b e l o w ) m a y include concentration of investors and financial intermediaries. These investments in certain smaller a n d e m e r g i n g markets, which factors may adversely affect the timing and pricing o f a Fund's are typically those of p o o r e r or less developed countries acquisition or disposal of securities. w h i c h e x h i b i t l o w e r levels of economic and/or capital m a r k e t development, a n d h i g h e r levels of share price a n d Practices in relation t o settlement of securities transactions in currency volatility. The prospects for economic growth in a emerging markets involve higher risks than those in developed number of these markets are considerable and equity returns markets, in part because the Company will need t o use brokers have the potential t o exceed those in mature markets as growth and counterparties which are less well capitalised, and custody is achieved. However, share price and currency volatility are and registration of assets in some countries may be unreliable. generally higher in emerging markets. Delays in settlement could result in investment opportunities Some governments exercise substantial influence over the private security. The Custodian is responsible for the proper selection and economic sector and the political and social uncertainties that exist supervision of its correspondent banks in all relevant markets in for many developing countries are particularly significant. Another accordance with Luxembourg law and regulation. being missed if a Fund is unable t o acquire or dispose of a risk common t o most such countries is that the economy is heavily export oriented and, accordingly, is dependent upon international In certain emerging markets, registrars are not subject t o effective trade. The existence of overburdened infrastructures and obsolete government supervision nor are they always independent from financial systems also presents risks in certain countries, as d o issuers. The possibility of fraud, negligence, undue influence environmental problems. Certain economies also depend t o a being exerted by the issuer or refusal t o recognise ownership significant degree upon exports of primary commodities and, exists, which, along with other factors, could result in the therefore, are vulnerable t o changes in commodity prices which, in registration of a shareholding being completely lost. Investors turn, may be affected by a variety of factors. should therefore be aware that the Funds concerned could suffer In adverse social and political circumstances, governments have archaic legal systems a Fund may be unable t o make a successful been involved in policies of expropriation, confiscatory taxation, claim for compensation. loss arising from these registration problems, and as a result of nationalisation, intervention in the securities market and trade settlement, and imposition of foreign investment restrictions and While the factors described above may result in a generally higher exchange controls, and these could be repeated in the future. In level of risk with respect t o the individual smaller and emerging addition t o withholding taxes on investment income, some markets, these may be reduced when there is a low correlation emerging markets may impose different capital gains taxes on between the activities of those markets and/or by the foreign investors. diversification of investments within the relevant Funds. Generally accepted accounting, auditing and financial reporting Investments in Russia are currently subject to certain heightened practices in emerging markets may be significantly different from risks w i t h regard t o the ownership and custody of securities. In those in developed markets. Compared t o mature markets, some Russia, this is evidenced by entries in the books of a company or 12 hlerrill Lynch international investment Funds its registrar (which is neither an agent nor responsible to the Custodian). No certificates representing ownership o f Russian companies will be held by the Custodian or any correspondent or governmental entities. There is no bankruptcy proceeding by which Sovereign Debt on which a governmental entity has defaulted may be collected in whole or in part. in an effective central depositary system. As a result o f this system and the lack of state regulation and enforcement, t h e Company Restrictions on Foreign Investment could lose its registration and ownership o f Russian securities Some countries prohibit or impose substantial restrictions on through fraud, negligence or even mere oversight. investments by foreign entities such as a Fund. As illustrations, certain countries require governmental approval prior t o Any Fund investing directly in local Russian stock will limit its investments by foreign persons, or limit the amount of exposure t o no more than 10% of its Net Asset Value, except for investment by foreign persons in a particular company, or limit investment in securities listed on either the Russian Trading Stock the investment by foreign persons in a company to only a specific Exchange or :he Moscow Interbank Currency Exchange, which class of securities which may have less advantageous terms than have been recognised as being regulated markets. securities o f the company available for purchase by nationals. Certain countries may restrict investment opportunities in issuers Sovereign Debt or industries deemed important t o national interests. The manner Certain developing countries are especially large debtors t o in which foreign investors may invest in companies in certain commercial banks and foreign governments. Investment in debt countries, as well as limitations on such investments, may have an obligations (”Sovereign Debt”) issued or guaranteed by developing adverse impact on the operations of a Fund. For example, a Fund governments or their agencies and instrumentalities (“governmental may be required in certain o f such countries t o invest initially entities”) involves a high degree of risk. The governmental entity through a local broker or other entity and then have the share that controls the repayment of Sovereign Debt may not be able or purchases re-registered in the name of the Fund. Re-registration willing t o repay the principal and/or interest when due in may in some instances not be able t o occur o n a timely basis, accordance with the terms of such debt. A governmental entity’s resulting in a delay during which a Fund may be denied certain of willingness or ability t o repay principal and interest due in a timely its rights as an investor, including rights as t o dividends or t o be manner may be affected by, among other factors, its cash flow made aware of certain corporate actions. There also may be situation, the extent of its foreign reserves, the availability of instances where a Fund places a purchase order b u t is sufficient fore.gn exchange on the date a payment is due, the subsequently informed, at the time of re-registration, that the relative size of the debt service burden t o the economy as a whole, permissible allocation t o foreign investors has been filled, the governmental entity’s policy towards the International Monetary depriving the Fund of the ability t o make its desired investment at Fund and the political constraints to which a governmental entity the time. Substantial limitations may exist in certain countries may be subject. Governmental entities may also be dependent on with respect to a Fund’s ability t o repatriate investment income, expected disbursements from foreign governments, multilateral capital or the proceeds of sales of securities by foreign investors. agencies and others abroad t o reduce principal and interest A Fund could be adversely affected by delays in, or a refusal t o arrearage on their debt. The commitment o n the part of these grant any required governmental approval for repatriation of governments, agencies and others t o make such disbursements may capital, as well as by the application t o the Fund of any restriction be conditioned on a governmental entity‘s implementation of on investments. A number of countries have authorised the economic reforms and/or economic performance and the timely formation of closed-end investment companies t o facilitate service of such debtor’s obligations. Failure t o implement such reforms, achieve such levels of economic performance or repay indirect foreign investment in their capital markets. Shares o f certain closed-end investment Companies may at times be principal or interest when due may result in the cancellation of such acquired only at market prices representing premiums to their net third parties’ commitments t o lend funds t o the governmental asset values. If a Fund acquires shares in closed-end investment entity. which may further impair such debtor’s ability or willingness companies, shareholders would bear both their proportionate t o service its debt on a timely basis. Consequently, governmental share o f expenses in the Fund (including management fees) and, entities may default o n their Sovereign Debt. Holders o f Sovereign indirectly, the expenses of such closed end investment companies. Debt, including a Fund, may be requested t o participate in the A Fund also may seek, at its o w n cost, t o create its o w n rescheduling of such debt and t o extend further loans t o investment entities under the laws of certain countries. Merrill Lynch International Investment Funds 13 Fixed Income Transferable Securities Capital Securities Debt securities are sublect t o b o t h actual and perceived measures Where the term "Capital Securities" is used, it refers t o of creditworthiness. The "downgrading" of a rated debt security subordinated fixed income transferable securities within the or adverse publicity and investor perception, which may not be meaning of Section 2.1. Appendix A "Investment and Borrowing based on fundamental analysis, could decrease the value and Powers and Restrictions" that qualify for treatment as regulatory liquidity o f the security, particularly in a thinly traded market capital by regulators or are regarded by rating agencies as having both debt and equity characteristics and includes, but is not A Fund may be affected by changes in prevailing interest rates limited to, financials. and by credit quality considerations. Changes in market rates of interest will generally affect a fund's asset values as the prices of Distressed Securities fixed rate securities generally increase when interest rates decline Investment in a security issued by a company that is either in and decrease when interest rates rise. Prices of shorter-term default or in high risk of default ("Distressed Securities") involves securities generally fluctuate less in response t o interest rate significant risk. Such investments will only be made when the changes than do longer-term securities. Investment Adviser believes it is reasonably likely that the issuer of the securities will make an exchange offer or will be the subject An economic recession may adversely affect an issuer's financial of a plan of reorganisation; however, there can be n o assurance condition and the market value of high yield debt securities that such an exchange offer will be made or that such a plan of issued by such entity. The issuer's ability t o service its debt reorganisation will be adopted or that any securities o r other obligations may be adversely affected by specific issuer assets received in connection with such an exchange offer or plan developments, or the issuer's inability t o meet specific projected of reorganisation will not have a lower value or income potential business forecasts, or the unavailability o f additional financing. In than anticipated when the investment was made. In addition, a the event of bankruptcy of an issuer, a Fund may experience significant period of time may pass between the time at which losses and incur costs. the investment in Distressed Securities is made and the time that any such exchange offer or plan of reorganisation is completed. Investment Grade During this period, it is unlikely that any interest payments on the The term "investment grade" defines debt securities which are Distressed Securities will be received, there will be significant rated, at the time o f purchase, BBB- (Standard and Poor's or uncertainty as t o whether or not the exchange offer or plan of equivalent rating) or better by a t least one recognised rating reorganisation will be completed, and there may be a agency, or, in the opinion of the Investment Manager, are o f requirement t o bear certain expenses t o protect the investing com parable qua I ity. Fund's interest in the course of negotiations surrounding any potential exchange or plan of reorganisation. In addition, as a Non-Investment Grade result of participation in negotiations w i t h respect t o any The terms "non-investment grade" or "high yield" define debt exchange offer or plan of reorganisation w i t h respect t o an issuer securities which are unrated or rated, at the time o f purchase, o f Distressed Securities, the investing Fund may be precluded BB+ (Standard and Poor's or equlvalent rating) or lower by at least from disposing of such securities. Furthermore, constraints on one recognised rating agency or, in the opinion of the Investment investment decisions and actions with respect t o Distressed Manager, are of comparable quality. Securities due t o tax considerations may affect the return realised on the Distressed Securities. Non-investment grade debt may be highly leveraged and carry a greater risk of default. In addition, non-investment grade Some Funds may invest in securities of issuers that are securities tend t o be more volatile than higher rated fixed-income encountering a variety o f financial or earnings problems and securities, so that adverse economic events may have a greater represent distinct types of risks. A Fund's investments in equity or impact on the prices of non-investment grade debt securities fixed income transferable securities of companies or institutions than on higher rated fixed-income securities. in weak financial condition may include issuers with substantial capital needs or negative net worth or issuers that are, have been or may become, involved in bankruptcy or reorganisation proceedings. 14 Merrill Lynrh international Investment Funds Smaller Capitalisation Companies Competition between technology Companies is intense, and Securities of smaller capitalisation companies may, from time t o profit margins can be small or non-existent. In fact, many time, and especially in falling markets, become illiquid and technology companies operate a t substantial losses with n o experience short-term price volatility and wide spreads between bid prospect for profit in the foreseeable future. For these reasons, and offer prices Investment in smaller capitalisation companies investment in such companies by a Fund may be considered may involve higher risk than investment in larger companies speculative. The securities o f smaller companies may be subject t o more With regard t o Funds that invest in asset-based securities, while abrupt or erratic market movements than larger, more established the market price for an asset-based security and the related companies or the market average in general These companies natural resource asset generally are expected t o move in the same may have limited product lines, markets or financial resources, or direction, there may not be perfect correlation in the t w o price they may be dependent on a limited management group. Full movements. Asset-based securities may not be secured by a development of those companies takes time In addition, many security interest in or claim on the underlying natural resource small company stocks trade less frequently and in smaller volume, asset. The asset-based securities in which a Fund may invest may and may be subject t o more abrupt or erratic price movements than stocks of large Companies The securities of small companies may also be more sensitive t o market changes than the securities bear interest or pay preferred dividends at below market rates and, in some instances, may not bear interest or pay preferred dividends at all. of large companies These factors may result in above-average fluctuations ir the Net Asset Value of a Fund’s Shares. Certain asset-based securities may be payable at maturity in cash at the stated principal amount or, at the option of the holder, directly Funds investing in specific sectors or technologies in a stated amount of the asset t o which it is related. In such Investment is Tade in a limited number of market sectors and instance, a Fund would endeavour t o sell the asset-based security therefore these funds may be more volatile than other more in the secondary market prior t o maturity if the value o f the stated diversified Funds and may be subject t o rapid cyclical changes in amount of the asset exceeds the stated principal amount and investor activiry. In particular, certain Funds may have exposure t o thereby realise the appreciation in the underlying asset technology stocks. Investments in securities of technology related companies present certain risks that may not exist t o the same A Fund investing in financial services companies is more degree as in other types of investments and tend t o be relatively vulnerable t o price fluctuations of financial services companies more volatile. Technology-related investments may include smaller and other factors that particularly affect financial services and less seasoned companies. Such companies may have limited industries than a more broadly diversified mutual fund. In product lines, markets, or financial resources, or may depend on particular, the prices o f stock issued by many financial services a limited management group. The companies in which the Funds companies have historically been more closely correlated with concerned may invest are also strongly affected by worldwide changes in interest rates than other stocks. Generally, when scientific or technological developments, and their products may interest rates go up, stock prices of these companies go down. rapidly fall into obsolescence. This relationship may not continue in the future. The share price gains of many companies involved in the Delayed Delivery Transactions alternative energy and energy technology sectors in the recent Funds that invest in fixed income transferable securities may past have been significantly greater than those experienced by purchase “To Be Announced” securities (“TBAs”) This refers t o equity markets as a whole. Consequently, the shares of many the common trading practice in the mortgage-backed securities alternative energy and energy technology focused companies are market in which a security is t o be bought from a mortgage pool now valued, using certain valuation criteria, at a substantial (Ginnie Mae, Fannie Mae or Freddie Mac) for a fixed price at a premium t o the average for equity markets in general. There can future date A t the time of purchase the exact security is not be no assurance or guarantee that current valuations of known, but the main characteristics of it are specified Although alternative energy and energy technology focused companies are the price has been established at the time of purchase, the sustainable, principal value has not been finalised Purchasing a TBA involves a Merrill Lynch International Investment Funds 15 risk of loss if the value o f the security t o be purchased declines other major currencies. The use o f hedging strategies may prior t o the settlement date. Risks may also arise upon entering substantially limit shareholders in the relevant Hedged Share Class into these contracts from the potential inability of counterparties from benefiting if the Hedge Share Class currency falls against t o meet the terms of their contracts. the currency or currencies in which the assets of the relevant Funds are invested. All gains/losses from hedging transactions are Although the Funds will generally enter into TBA purchase borne separately by the shareholders of the respective Hedged commitments with the intention of acquiring securities, the Funds Share Classes. may also dispose of a commitment prior t o settlement if it is deemed appropriate t o d o so. Proceeds of TBA sales are not Derivatives - General received until the contractual settlement date. During the time a In accordance w i t h the investment limits and restrictions set out TBA sale commitment is outstanding, equivalent deliverable in Appendix A, each of the Funds may use derivatives t o hedge securities, or an offsetting TBA purchase commitment (deliverable market and currency risk, and for the purposes of efficient on or before the sale commitment date), are held as cover for the portfolio management. transaction. The use of derivatives may expose Funds t o a higher degree of If the TBA sale commitment is closed through the acquisition of risk. In particular, derivative contracts can be highly volatile, and an offsetting purchase commitment, the Fund realises a gain or the amount of initial margin is generally small relative t o the size loss o n the commitment without regard t o any unrealised gain or of the contract so that transactions are geared. A relatively small loss o n the underlying security. If the Fund delivers securities market movement may have a potentially larger impact on under the commitment, the Fund realises a gain or loss from the derivatives than on standard bonds or equities. sale of the securities upon the unit price established at the date the commitment was entered into. Derivatives - Bond, M i x e d Funds a n d certain Equity Funds In addition t o the above, the Funds may use derivatives to Hedged Share Classes facilitate more complex efficient portfolio management With regard t o any Hedged Share Classes that may be available, it techniques. In particular this may involve: should be noted that the hedging strategies employed by the Fund or its authorised agent will n o t completely eliminate the Using swap contracts t o adjust interest rate risk; exposure o f the Hedged Share Classes t o movements in other Using currency derivatives t o buy or sell currency risk; currencies. While the Fund or its authorised agent may attempt t o Using credit default swaps t o buy or sell credi: risk; hedge currency risks, there can be no guarantee that it will be successful in doing so. The hedging strategies adopted may result The use of credit default swaps carries a higher risk than investing in mismatches between the currency position of the Fund and the in bonds directly. A credit default swap allows the transfer of Hedged Share Class. default risk. This allows investors t o effectively buy insurance on a bond they hold (hedging the investment) or buy protection on a The objective of these strategies is to mitigate major sources o f bond they d o not physically o w n in the expectation that the currency risk, while taking account of practical considerations credit will decline in quality. One party, the protection buyer, including transaction costs. The hedging strategies applied will makes a stream of payments t o the seller o f protection, and a vary dependent upon whether a Fund is invested primarily in one payment is due t o the buyer in the event that there is a "credit currency or whether it invests in multiple currencies. Funds event" (a decline in credit quality, which will be pre-defined in the invested in one currency will apply a hedging strategy which aims agreement). If the credit event does not occur the buyer pays all to reduce the risk of currency movements between the Base the required premiums and the swap terminates on maturity w i t h Currency and the currency of the Hedged Share Class by hedging no further payments. The risk of the buyer is therefore limited t o the Net Asset Value of the Fund in the currency of the Hedged the value of the premiums paid. Share Class. Funds invested in multiple currencies will apply a hedging strategy which aims t o reduce the risk of currency The market for credit default swaps may sometimes be more movements between the currency of the Hedged Share Class and illiquid than bond markets. A Fund entering into credit default 16 Nerrill Lynch international Investment Funds swaps must at all times be able t o meet the redemption requests. levy a redemption charge of 2 % of the redemption proceeds Credit default swaps are valued o n a regular basis according t o t o shareholders w h o m the Directors, in their reasonable verifiable and transparent valuation methods reviewed by the opinion, suspect of excessive trading This charge will be made for the benefit of the Funds, and affected shareholders Company's auditor. will be warned in advance if such a fee is likely t o be charged Excessive Trading Policy The Funds d o not knowingly allow investments that are Investment Objectives & Policies associated with excessive trading practices, as such practices may Investors must read t h e Special Risk Considerations section adversely affect the interests of all shareholders Excessive trading a b o v e b e f o r e investing i n any o f the f o l l o w i n g Funds. includes indiv duals or groups of individuals whose securities There transactions seem t o follow a timing pattern or are characterised will b e achieved. can b e no assurance t h a t t h e objectives of each Fund by excessively frequent or large trades. Each Fund is managed separately and in accordance with the Investors should, however, be aware that the Funds may be investment and borrowing restrictions specified in Appendix A. utilised by certain investors for asset allocation purposes or by Unless defined otherwise in the individual investment policies of structured product providers, which may require the periodic re- the Funds, the following definitions, investment rules and allocation of assets between Funds. This activity will not normally restrictions apply t o all Funds of the Company: be classed as excessive trading unless the activity becomes, in the opinion of the Directors, t o o frequent or appears t o follow a timing pattern. Where an individual investment policy of a Fund refers to 70% of its total net assets being invested in a specific type or range of investments, the remaining 30% of the total net As well as the general power of Directors t o refuse subscriptions assets may be invested in financial instruments of companies or conversions at their discretion, powers exist in other sections of or issuers of any site in any sector o f the economy globally, this Prospectus t o ensure that shareholder interests are protected unless the individual investment policy o f such Fund contains against excessive trading. These include: further restrictions. Where an individual investment policy of a Bond Fund refers t o 70% o f its total net assets being fair value oricing -Appendix B paragraph 15; price swinging - Appendix B paragraph 16(c); invested in a specific type of investments, such Bond Fund may, within the remaining 30% of its total net assets, invest in-specie redemptions - Appendix 6 paragraphs 22-23; and u p t o 30% of its total net assets in money market conversion charges -Appendix B paragraphs 18-20. instruments, up t o 25% of its total net assets in convertible bonds and bonds with warrants attached and up to 10% of In addition, where excessive trading is suspected, the Funds may: its total net assets in equities. combine Shares that are under common ownership or control Where an investment policy requires a particular percentage for the purposes o f ascertaining whether an individual or a t o be invested in a specific type or range of investments, such group of iidividuals can be deemed t o be involved in requirement will only apply under normal market conditions excessive trading practices. Accordingly, the Directors reserve and is subject t o liquidity and/or market risk hedging the right t o reject any application for switching and/or considerations arising from the issuance, switching or subscription of Shares from investors w h o m they consider t o redemption of Shares. be excessive traders; Funds may hold cash and near-cash instruments o n an adjust the Net Asset Value per Share t o reflect more incidental basis. accurately the fair value of the Funds' investments at the point of valuation. This will only take place if the Directors Funds may believe that movements in the market price of underlying foreign exchange) as provided for in Appendix A. use derivative instruments (including those o n securities mean that in their opinion, the interests o f all shareholders will be met by a fair price valuation; and Merrill Lynch International Investment Funds 17 Unless specifically stated t o the contrary, the currency securities of issuers domiciled in, or exercising the predominant exposure of the Funds will normally be left unhedged. part of their economic activity in, designated "Asian Tiger Countries". These countries include South Korea, the People's Where the term "Europe" is used, it refers t o all European Republic of China, Taiwan, Hong Kong, the Philippines, Thailand, countries including the UK, Eastern Europe and former Soviet Malaysia, Singapore, Vietnam, Cambodia, Laos, Myanmar and Union countries. Indonesia. The Fund may invest in high yield fixed income Where the term "Greater China" is used, it refers t o the transferable securities that are the subject of bankruptcy transferable securities. The Fund may also invest in fixed income People's Republic of China, Hong Kong and Taiwan. proceedings or otherwise in payment default or in significant risk of being in payment default at the time of purchase. The currency Funds investing globally or in Europe (including the BRlC exposure of the Fund is flexibly managed. Fund) may contain investments in Russia, sublect always t o the 10% limit referred t o in the "Emerging Markets" section The BRlCFund seeks t o rnaximise total return expressed in US above except for investment in securities listed on either the dollars. The Fund invests at least 70% of its total net assets in the Russian Trading Stock Exchange or the Moscow Interbank equity securities of companies domiciled in, or exercising the Currency Exchange, which have been recognised as being predominant part of their economic activity in, Brazil, Russia, regulated markets. India or Greater China. For the purpose of these investment oblectives and policies all The Conservative Allocation fund (Euro) follows an asset references t o "transferable securities" shall include "money allocation policy, w i t h the principal objective of managing market instruments and both fixed and floating rate volatility of capital value, subject t o which the Fund seeks t o instruments". maximise total return expressed in euro. The Fund invests globally in fixed income transferable securities (which may include some Where a Fund invests in initial public offerings or new debt high yield fixed income transferable securities) and may also issues, the prices of securities involved in initial public invest t o a lesser extent in equities. Total return may be derived offerings or new debt issues are often subject t o greater and from either capital or income. The Fund may invest without more unpredictable price changes than more established limitation in securities denominated in currencies other than the securities. reference currency (euro). The currency exposure of the Fund is flexibly managed. Funds which include "Absolute Returns" in their title seek to achieve positive returns, however, this should not be interpreted t o mean or imply that an absolute return The Conservative Allocation Fund is guaranteed, as there can be circumstances where negative returns are generated (US Dollar) follows an asset allocation policy, w i t h the principal objective of managing volatility o f capital value, subject t o which the Fund seeks t o maximise total return expressed in US dollars. The Fund invests globally in fixed income transferable securities (which may include The Asian Dragon Fund seeks t o maximise total return some high yield fixed income transferable securities) and may also expressed in US dollars. The Fund invests at least 70% o f its total invest to a lesser extent in equities. Total return may be derived net assets in the equity securities of companies domiciled in, or from either capital or income. The Fund may invest without exercising the predominant part of their economic activity in, limitation in securities denominated in currencies other than the developing markets located in Asia. The Fund will not invest in reference currency (US dollars). The currency exposure of the Japan. Fund is flexibly managed. The Asian Tiger Bond Fund seeks t o maximise total return The Continental European Growth Fund seeks t o maximise expressed in US dollars. The Fund invests at least 90% o f its total total return expressed in euro The Fund invests at least 70% of net assets in fixed income transferable securities, and at least its total net assets in the equity securities of companies domiciled 70% of its total net assets in the fixed income transferable in, or exercising the predominant part of their economic activity 18 Merrill Lynch International Investment Funds in Europe, excluding the UK The Fund places particular emphasis fixed income transferable securities denominated in currencies o n companies that, in the opinion of the Investment Adviser, other than US dollars. Currency exposure is flexibly managed. exhibit growth Investment characteristics, such as sustainable organic t o p line growth and high or improving returns on capital. The Emerging Markets Fund seeks t o maximise total return expressed in US dollars. The Fund invests globally at least 70% of The Corporate Bond Fund (Euro) seeks to maximise total return its total net assets in the equity securities of companies domiciled expressed in euro The Fund invests globally at least 90% o f its in, or exercising the predominant part of their economic activity total net assets in investment grade fixed income transferable in, developing markets. Investment may also be made in the securities At least 70% of the Fund's total net assets are invested equity securities of companies domiciled in, or exercising the in corporate debt The Fund may invest without limitation in fixed predominant part of their economic activity in, developed income transferable securities denominated in currencies other markets that have significant business operations in these than the reference currency (euro) although any currency developing markets. exposure is normally hedged back into euro The Euro Bond Fund seeks t o maxirnise total return expressed in With effect from 31 July 2006, the name of the Corporate Bond euro. The Fund invests at least 90% o f its total net assets in Fund (Euro) and its investment policy and oblective will be as investment grade fixed income transferable securities. A t least follows: 70% of the Fund's total Net Assets are invested in Fixed Income transferable securities denominated in euro. Most currency The Euro Corporate Bond Fund seeks t o maximise total return exposure is normally hedged back into euro. expressed in euro. The Fund invests at least 70% of its total net assets in investment grade corporate fixed income transferable With effect from 29 May 2006, the investment policy and securities denominated in euro. Currency exposure is flexibly objective of the Euro Bond Fund will be as follows: managed. The Euro Bond Fund seeks t o maximise total return expressed in The Emerging Europe Fund seeks t o maximise total return euro. The Fund invests at least 80% of its total net assets in expressed in euro. The Fund invests at least 70% of its total net Investment grade fixed income transferable securities. A t least assets in the equity securities of companies domiciled in, or 70% of total net assets will be invested in fixed income exercising the predominant part of their economic activity in, transferable securities denominated in euro. Currency exposure is developing European countries. It may also invest in companies flexibly managed. domiciled in and around, or exercising the predominant part of their economic activity in and around, the Mediterranean region. The Euro-Markets Fund seeks t o maximise total return The Emerging Markets Bond Fund seeks t o maximise total assets in the equity securities of companies domiciled in those EU return expressed in US dollars. The Fund invests at least 90% of Member States participating in EMU It may also invest in those expressed in euro The Fund invests at least 70% o f its total net its total net assets in fixed income transferable securities, and at EU Member States that, in the opinion o f the Investment Adviser, least 70% of its total net assets in the fixed income transferable are likely t o loin EMU in the foreseeable future and in companies securities o f governments, agencies and companies domiciled in, based elsewhere that exercise the predominant part o f their or exercising the predominant part of their economic activity in, economic activity in EMU - participating countries. developing markets. The Fund may invest in both subinvestment grade and investment grade fixed income transferable securities. With effect from 29 May 2006, the investment policy and The Fund may also invest in fixed income transferable securities objective of the Euro-Markets Fund will be as follows: that are the subject of bankruptcy proceedings or otherwise in payment default or in significant risk of being in payment default. The Euro-Markets Fund seeks t o maximise total return This will normally be o n a limited basis and will not exceed 20% expressed in euro. The Fund invests at least 70% of its total net of total net assets at the time of purchase. The Fund may invest in assets in the equity securities of companies domiciled in those EU Member States participating in EMU. Other exposure may Merrill Lynch International Investment Funds 19 include, without limitation, investments in those EU Member transferable securities denominated in euro and euro cash. The States that, in the opinion of the Investment Adviser, are likely t o Fund is managed so that the average remaining maturity of the join EMU in the foreseeable future and companies based Fund's assets will at n o time exceed 12 months. elsewhere that exercise the predominant part o f their economic activity in EMU-participating countries. The Global Allocation Fund seeks t o maximise total return expressed in US dollars. The Fund invests globally in equity, debt The European Fund seeks t o maximise total return expressed in and short term securities, of both corporate and governmental euro The Fund invests at least 70% of its total net assets in the issuers, w i t h n o prescribed limits. In normal market conditions the equity securities of companies domiciled in, or exercising the Fund will invest at least 70% o f its total net assets in the predominant part of their economic activity in, Europe. securities of corporate and governmental issuers. The Fund generally will seek t o invest in securities that are, in the opinion o f The European Focus Fund seeks t o maximise total return the Investment Adviser, undervalued. The Fund may also invest in expressed in euro. The Fund invests at least 70% of its total net the equity securities of small and emerging growth companies. assets in a concentrated portfolio of equity securities of The Fund may also invest a portion o f its debt portfolio in high companies domiciled in, or exercising the predominant part of yield fixed income transferable securities. Currency exposure is their economic activity in, Europe. flexibly managed. The European Growth Fund seeks to maximise total return expressed in euro. The Fund invests at least 70% of its total net assets in the equity securities of companies domiciled in, or The Global Bond Fund (Euro) seeks t o maximise total return expressed in euro. The Fund invests globally at least 90% of its total net assets in fixed income transferable securities and at least exercising the predominant part of their economic activities in, 70% o f its total net assets in investment grade fixed income Europe. The Fund places particular emphasis on companies that, transferable securities that are issued or explicitly guaranteed by a in the opinion of the Investment Adviser, exhibit growth national government. The Fund may invest without limitation in investment characteristics, such as sustainable organic top line fixed income transferable securities denominated in currencies growth and high or improving returns on capital. other than the reference currency (euro), although most currency exposure is normally hedged back into euro. The European Opportunities Fund seeks t o maximise total return expressed in euro. The Fund invests at least 70% o f its The Global Bond Fund (USDollar) seeks t o maximise total total net assets in the equity securities of smaller capitalisation return expressed in US dollars. The Fund invests globally at least companies domiciled in, or exercising the predominant part of 90% of its total net assets in fixed income transferable securities, their economic activity in, Europe. Smaller capitalisation and at least 70% of its total net assets in investment grade fixed companies are those whose market capitalisation is similar t o the income transferable securities that are issued or explicitly market capitalisation of companies in the Citigroup EM1 European guaranteed by a national government. The Fund may invest Index at the time of the Fund's investment. without limitation in fixed income transferable securities denominated in currencies other than the reference currency (US The European Value Fund seeks t o rnaximise total return dollars), although most currency exposure is normally hedged expressed in euro. The Fund invests at least 70% of its total net back into US dollars. assets in the equity securities of companies domiciled in, or exercising the predominant part of their economic activity in, The Global Capital Securities Absolute Return Fund seeks t o Europe. The Fund places particular emphasis o n companies that achieve an absolute return in euro. The Fund invests at least 90% are, in the opinion of the Investment Adviser, undervalued and of its total net assets in investment grade fixed income therefore represent intrinsic investment value. transferable securities. A t least 70% o f the Fund's total net assets The Euro Reserve Fund aims t o balance growth w i t h security o f average duration of the Fund is not normally more than 2 years. capital and high liquidity expressed in euro. The Fund invests at The Fund may invest without limitation in fixed income least 90% o f its total net assets in investment grade fixed income transferable securities denominated in currencies other than the are invested in Capital Securities that are issued globally. The 20 Merrill Lynch international Invertment Funds in, or reference currency (euro). Currency exposure is flexibly managed, net assets in the equity securities of companies domiciled although at least 90% of total net assets will be exposed t o euro. exercising the predominant part of their economic activity, in The Global Dynamic Equity Fund seeks t o maximise total return companies that, in the opinion of the Investment Adviser, exhibit expressed in US dollars. The f u n d invests globally, with n o growth investment characteristics, such as sustainable organic top prescribed country or regional limits, at least 70% of its total net line growth and high or improving returns o n capital. developed markets. The Fund places particular emphasis on assets in equity securities. The Fund will generally seek t o invest in securities that are, in the opinion o f the Investment Adviser, The Global High Yield Bond Fund (Euro) seeks t o maximise total undervalued. The Fund may also invest in the equity securities of return expressed in euro, a significant portion of which may be small and emerging growth companies. Currency exposure is derived from income. The Fund invests globally at least 90% of its flexibly managed. total net assets in fixed income transferable securities, and at least The Global Equity Core Fund seeks t o maximise total return securities. The Fund may invest in fixed income transferable 70% of its total net assets in high yield fixed income transferable expressed in US dollars. The Fund invests globally at least 70% of securities that are the subject of bankruptq proceedings or its total net assets in the equity securities of companies domiciled otherwise in payment defaillt or in significant risk of being in in, or exercising the predominant part of their economic activity, payment default at the time of purchase. The Fund may invest in developed markets. The Fund adopts a core approach, which without limitation in fixed income transferable securities under normal market conditions will result in the Fund having in denominated in currencies other than the reference currency (euro), excess of 70 holdings. although any currency exposure is normally hedged back into euro. The Global Equity Diversified Fund seeks t o maximise total The Global Opportunities Fund seeks t o maximise total return return expressed in US dollars. The f u n d invests globally at least expressed in US dollars. The Fund invests globally at least 70% of 70% of its total net assets in the equity securities of companies its total net assets in the equity securities of smaller capitalisation domiciled in, 3r exercising the predominant part of their companies. Smaller capitalisation companies are those whose economic activity in, developed markets The Fund adopts a market capitalisation is similar t o the market capitalisation of diversified approach which under normal market conditions wi:l companies in the Citigroup EM1 Global Index at the time of the result in the Fund having in excess of 100 holdings Fund's investment. The fund's geographic portfolio weighting is closely in line w i t h that of its benchmark index. The Global Focus Fund seeks t o maximise total return expressed in US dollars. The Fund invests globally in a concentrated The Global SmallCap Fund seeks t o maximise total return portfolio of equity securities with at least 70% of its total net expressed in US dollars. The Fund invests globally at least 70% of assets invested in companies domiciled in, or exercising the its total net assets in the equity securities of smaller capitalisation predominant oart of their economic activity in, developed companies. Smaller capitalisation companies are those whose markets. market capitalisation is similar t o the market capitalisation of companies in the MSCI World Small Cap index at the time of the The Global Fundamental Value Fund seeks t o maximise total Fund's Investment. Although it is likely that most of the Fund's return expressed in US dollars. The Fund invests globally at least investments will be in companies located in the developed 70% of its total net assets in the equity securities of companies markets of North America, Europe and the Far East, the Fund may domiciled in, or exercising the predominant part o f their also invest in the developing markets of the world. Currency economic activity in, developed markets. The Fund places exposure is flexibly managed. particular emphasis on companies that are, in the opinion o f the Investment Adviser, undervalued and therefore represent intrinsic The Greater China Fund seeks t o maxirnise total return investment value. expressed in US dollars. The Fund invests at least 70% of its total net assets in the equity securities of companies domiciled in, or The Global Growth Fund seeks t o maximise total return exercising the predominant part of their economic activity in, expressed in US dollars. The Fund invests at least 70% of its total Greater China. Merrill Lynch International Investment Funds 2 1 The lndia Fund seeks t o maximise total return expressed in US opinion o f the Investment Adviser, undervalued and therefore dollars. The Fund invests at least 70% of its total net assets in the represent intrinsic investment value. equity securities of companies domiciled in, or exercising the predominant part of their economic activity in, India. (In normal With effect from 29 May 2006, the investment policy and market conditions the Fund will invest exclusively via the objective of the Japan Value Fund will be as follows: Subsidiary). The Japan Value Fund seeks t o maximise total return expressed The Japan Fund seeks t o maximise total return expressed in US in yen. The Fund invests at least 70% of its total net assets in the dollars The Fund invests at least 70% of i t s total net assets in the equity securities of companies domiciled in, or exercising the equity securities of companies domiciled in, or exercising the predominant part o f their economic activity in Japan. The Fund predominant part of their economic activity in, Japan. places particular emphasis on companies that are, in the opinion of the Investment Adviser, undervalued and therefore represent With effect from 29 May 2006, the investment policy and intrinsic investment value. objective of the Japan Fund will be as follows: The Latin American fund seeks t o maximise total return The lapan fund seeks t o maximise total return expressed in yen. expressed in US dollars. The Fund invests at least 70% of its total The Fund invests at least 70% of its total net assets in the equity net assets in the equity securities of companies domiciled in, or securities of companies domiciled in, or exercising the exercising the predominant part of their economic activity in, predominant part of their economic activity in, Japan. Latin America. Latin America includes Mexico, Central America, South America and the Spanish speaking islands of the The Japan Opportunities Fund seeks t o maximise total return Caribbean, including Puerto Rico. expressed in US dollars. The Fund invests at least 70% o f its total net assets in the equity securities of smaller capitalisation The New Energy Fund seeks to maximise total return expressed companies domiciled in, or exercising the predominant part o f in US dollars. The Fund invests globally at least 70% of its total their economic activity in, Japan. Smaller capitalisation companies net assets in the equity securities of companies whose are those whose market capitalisation is similar t o the market predominant economic activity is in the alternative energy and capitalisation o f companies in the Citigroup EM1 Japan Index at energy technology sectors. Emphasis may be given t o renewable the time of the Fund's investment. energy, automotive and on-site power generation, energy storage and enabling energy technologies. With effect from 29 May 2006, the investment policy and objective of the Japan Opportunities Fund will be as follows: The Pacific Equity Fund seeks t o maximise total return expressed in US dollars. The Fund invests at least 70% of its total net assets The Japan Opportunities fund seeks t o maxirnise total return in the equity securities of companies domiciled in, or exercising expressed in yen. The Fund invests at least 70% of its total net the predominant part of their economic activity ir., Pacific Basin assets in the equity securities of smaller capitalisation companies and Australasian countries. Currency exposure is flexibly domiciled in, or exercising the predominant part of their managed. economic activity in, Japan. Smaller capitalisation companies are those whose market capitalisation is similar t o the market The Short Duration Bond Fund (Euro) seeks t o maxirnise total capitalisation o f companies in the Citigroup EM1 Japan Index at return expressed in euro. The Fund invests at least 90% of its the time of the Fund's investment. total net assets in investment grade fixed income transferable securities. A t least 70% o f the Fund's total net assets are invested The Japan Value fund seeks to maximise total return expressed in fixed income transferable securities w i t h a duration of less than in US dollars The Fund invests at least 70% of its total net assets five years. The average duration is not normally more than three in the equity securities of companies domiciled in, or exercising years. A t least 70% of the Fund's total net assets will be invested the Predominant part of their economic activity in Japan The in fixed income transferable securities issued by entities within Fund places particular emphasis on companies that are, in the those EU Member States participating in EMU. The Fund may 22 Merrill Lynch International Investment Funds invest withoLt limitation in fixed income transferable securities The US Basic Value Fund seeks t o maximise total return denominated in currencies other than the reference currency expressed in US dollars. The Fund invests at least 70% of its total equity securities of companies domiciled in, or (euro), although most currency exposure is normally hedged back net assets into euro. exercising the predominant part of their economic activity in, the in the US. The Fund places particular emphasis on companies that are, The Sterling Reserve Fund aims t o balance growth with security in the opinion of the Investment Adviser, undervalued and o f capital and high liquidity expressed in sterling. The Fund invests therefore reoresent basic investment value. at least 90% of its total net assets in investment grade fixed income transferable securities denominated in sterling and The US Dollar Core Bond Fund seeks t o maximise total return sterling cash. The Fund is managed so that the average remaining expressed in US dollars, a significant portion o f which may be maturity of the Fund's assets will at no time exceed 12 months. derived from income. The Fund invests at least 90% of its total net assets in investment grade fixed income transferable The Strategic Allocation Fund (Euro) follows an asset securities. A t least 70% of the Fund's total net assets are invested allocation policy that seeks t o maximise total return expressed in in fixed income transferable securities denominated in US dollars. euro. The Fund invests globally in equities and fixed income Currency exposure is flexibly managed. transferable securities (which may include some high yield fixed income transferable securities). The Fund may invest without The US Dollar High Yield Bond Fund seeks t o maximise total limitation in securities denominated in currencies other than the return expressed in US dollars. The Fund invests at least 90% of reference currency (euro). The currency exposure of the Fund is its total net assets in fixed income transferable securities. At least flexibly managed. 70% o f the Fund's total net assets are invested in high yield fixed income transferable securities denominated in US dollars. The The Strategic Allocation Fund (USDollar) follows an asset allocation policy that seeks t o maximise total return expressed in Fund may invest in fixed income transferable securities that are the subject of bankruptcy proceedings or otherwise in payment US dollars The Fund invests globally in equities and fixed income default or in significant risk of being in payment default at the transferable securities (which may include some high yield fixed time of purchase. Most currency exposure is normally hedged income transferable securities). The Fund may invest without back into US dollars. limitation in securities denominated in currencies other than the reference currency (US dollars). The currency exposure of the The US Dollar Low Duration Bond Fund seeks t o maximise Fund total return expressed in US dollars. The Fund invests at least 15 flexibly managed 90% o f its total net assets in investment grade fixed income The Thailand Fund seeks t o maximise total return expressed in transferable securities. A t least 70% of the Fund's total net assets US dollars. The Fund invests at least 70% of its total net assets in are invested in fixed income transferable securities denominated the equity securities o f companies domiciled in, or exercising the in US dollars w i t h a duration of less than five years. The average predominant part o f their economic activity in, Thailand. duration is not normally more than three years. Currency exposure is flexibly managed. The UK Focus Fund seeks t o maximise total return expressed in US Dollar Reserve Fund aims to balance growth with sterling. The Fund invests in a concentrated portfolio of equity The securities with at least 70% of its total net assets invested in security of capital and high liquidity expressed in US dollars The companies domiciled in or exercising the predominant part of Fund invests at least 90% of its total net assets in investment their economic activity in the UK. grade fixed income transferable securities denominated in US dollars and US dollar cash The Fund is managed so that the The United Kingdom Fund seeks t o maximise total return average remaining maturity of the Fund's assets will at n o time expressed in sterling. The Fund invests at least 70% of its total exceed 12 months net assets in the equity securities of companies domiciled in, or exercising the predominant part o f their economic activity in, The the UK. expressed in US dollars. The Fund invests at least 70% of its total US Flexible Equity Fund seeks t o maximise total return Merrill Lynch international Investment Funds 23 net assets in the equity securities of companies domiciled in, or The US SmallCap Value Fund seeks to maximise total return exercising the predominant part of their economic activity in, the expressed in US dollars. The fund invests at least 70% of its total US. The Fund normally invests in securities that, in the opinion of net assets in the equity securities of smaller capita!isation the Investment Adviser, exhibit either growth or value investment companies domiciled in, or exercising the predominant part of characteristics, placing an emphasis as the market outlook their economic activity in, the warrants. companies are those whose market capitalisation US. Smaller capitalisation is similar t o the market capitalisation of companies in the Russell 2000 or the S&P The US Focused Value Fund seeks t o maximise total return SmallCap 600 at the time of the Fund's initial investment. The expressed in US dollars. The Fund invests at least 70% of its total Fund places particular emphasis o n companies that are, in the net assets in the equity securities of companies domiciled in, or opinion of the Investment Adviser, undervalued. exercising the predominant part of their economic activity in, the US. The Fund places particular emphasis on companies that are, The World Bond Fund seeks t o maximise total return expressed of the Investment Adviser, undervalued relative to in US dollars. The Fund invests at least 90% of its total net assets in the opinion its assessment of their current or prospective condition or relative in fixed income transferable securities, and at least 70% of its t o prevailing market ratios. total net assets in investment grade fixed income transferable securities. Currency exposure is flexibly managed. The US Government Mortgage Fund seeks a high level of income expressed in US dollars. The Fund invests at least 90% of The World Energy Fund seeks t o maximise total return its total net assets in fixed income transferable securities. A t least expressed in US dollars. The Fund invests globally a t least 70% of 80% of the Fund's total net assets are invested in fixed income its total net assets in the equity securities of companies whose transferable securities issued or guaranteed by the United States predominant economic activity is in the exploration, Government, its agencies or instrumentalities, including development, production and distribution of energy. Additionally, Government National Mortgage Association ("GNMA") the Fund may invest in companies seeking t o develop and exploit mortgage-backed certificates and other US Government securities new energy technologies. representing ownership interests in mortgage pools, such as mortgage-backed securities issued by Fannie Mae and Freddie The World Financials Fund seeks t o maximise total return Mac. All securities in which the Fund invests are US dollar- expressed in US dollars. The Fund invests globally at least 70% of its total net assets in the equity securities of companies whose denominated securities. predominant economic activity is financial services. The US Growth Fund seeks t o maximise total return expressed in US dollars The Fund invests at least 70% of its total net assets in The World Gold Fund seeks t o maximise total return expressed in the equity securities of companies domiciled in, or exercising the US dollars. The Fund invests globally at least 70% of its total net predominant part of their economic activity in, the US. The Fund assets in the equity securities of companies whose predominant places particular emphasis o n companies that have exhibited economic activity is gold-mining. It may also invest in the equity above-average growth rates in earnings. securities of companies whose predominant economic activity is other precious metal or mineral and base metal or mineral mining. The US Opportunities Fund seeks t o maximise total return The Fund does not hold physical gold or metal. expressed in US dollars. The Fund invests at least 70% of its total net assets in the equity securities of smaller capitalisation The World Healthscience Fund seeks t o maximise total return companies domiciled in, or exercising the predominant part of expressed in US dollars. The Fund invests globally at least 70% of their economic activity in, the US. Smaller capitalisation its total net assets in t h e equity securities of companies whose companies are those whose market capitalisation is similar t o the predominant economic activity is in healthcare, pharmaceuticals, market capitalisation o f companies in the Russell 2000 Growth medical technology and supplies and the development of index at the time of the Fund's investment. biotechnology. 24 Merrill Lynch International Investment Funds The World lncome fund seeks t o maximise total return New Funds or Share Classes expressed in US Dollars, a significant portion of which may be The Directors may create n e w Funds or issue further Classes of derived from income The Fund invests globally at least 90% of its Shares. This Prospectus will be supplemented t o refer t o these total net assets in fixed income transferable securities new Funds or Classes. denominated in a variety of currencies. In normal market conditions, the Fund will invest in securities denorrinated in a Classes and Form of Shares variety of currencies In normal market conditions, the Fund will Shares in the Funds are divided into Class A, Class B, Class C, invest in securities denominated in at least three different Class D, Class E, Class J, Class Q and Class X Shares, representing currencies with no set portion of the Fund's investments required eight different charging structures Shares are further divided into t o be denom nated in any single currency The Fund's average Distributing arid Non-Distributing Share classes. Non-Distributing maturity will be less than 1 5 years The Fund may also invest in Shares do not pay dividends, whereas Distributing Shares pay fixed-income securities that are below investment grade dividends See 'Dividends' o n page 30 for further information Currency exposure is flexibly managed. Class A Shares With effect from 29 May 2006, the investment objective and policy of the World Income Fund will be as follows: Class A Shares are available to all investors as Distributing and Non-Distributing Shares and are issued in registered form ("Registered Shares") and global certificate form ("Global The World lncome fund seeks t o maximise total return Certificates"). Unless otherwise requested, all Class A Shares will expressed in US dollars, a significant portion of which may be be issued as Registered Shares. derived from income. The Fund invests globally at least 90% of its total net assets in fixed income transferable securities Class B Shares denominated in a variety of currencies. In normal market Class B Shares are available as Distributing and Non-Distributing conditions, the Fund will invest in securities denominated in at Shares t o clients of Merrill Lynch (which provides nominee least three different currencies w i t h no set portion of the Fund's facilities t o investors) and t o other investors at the discretion of investments required t o be denominated in any single currency. the Investment Manager Class B Shares are available as The Fund's average maturity will be less than 15 years. The Fund Registered Shares only. may invest in fixed-income securities that are below investment grade and in the securities of emerging market issuers. Currency exposure is flexibly managed. Class C Shares Class C Shares are available as Distributing and Non-Distributing Shares to clients of Merrill Lynch (which provides nominee The World Mining Fund seeks to maximise total return facilities t o investors) and t o other investors at the discretion of expressed in US dollars. The Fund invests globally at least 70% o f the Investment Manager. Class C Shares are available as its total net assets in the equity securities of mining and metals Registered Shares only. companies whose predominant economic activity is the production of base metals and industrial minerals such as iron ore Class D Shares and coal. The Fund may also hold the equity securities of Class D Shares are available as Distributing and Non-Distributing companies whose predominant economic activity is in gold or Shares and are issued as Registered Shares only. Unless otherwise other precious metal or mineral mining. The Fund does not hold requested, all Class D Shares will be issued as Registered Shares. physical gold or metal. They are only available at the Investment Manager's discretion. The World Technology Fund seeks t o maximise total return Class E Shares expressed in US dollars The Fund invests globally at least 70% of Class E Shares are available in certain countries, subject t o the its total net assets in the equity securities of companies whose relevant regulatory approval, through specific distributors selected predominant economic activity is in the technology sector. by the Investment Manager (details of which may be obtained from the Transfer Agent or the investor Service Centre). They are available as Non-Distributing and Distributing Shares, Registered Merrill Lynch International Investment Funds 2 5 Shares and Global Certificates for all Funds. Unless otherwise the Company's Share register. Shareholders will receive requested, all Class E Shares will be issued as Registered Shares. confirmation notes of their transactions. Registered Share certificates are not issued. Class J Shares Class J Shares are initially only offered t o fund of funds in Japan Global Certificates are available under a registered common and will not be publicly offered in Japan. However, they may be global certificate arrangement operated with Clearstream offered t o other funds of funds in the future, at the discretion of International and Euroclear. Global Certificates are registered in the Investment Manager. Class J Shares are available as the Company's share register in the name of Clearstream Distributing and Non-Distributing Shares. No fees are payable in International and Euroclear's common depository. Physical share respect of Class J Shares (instead a fee will be paid t o the certificates are not issued in respect o f Global Certificates. Global Investment Manager or affiliates under an agreement). Class J Certificates may be exchanged for Registered Shares under shareholders bear all expenses along with other shareholders pro arrangements between Clearstream International, Euroclear and rata t o the Funds' respective Net Asset Values. the Central Paying Agent. Class Q Shares Bearer Shares (which were available prior t o 1 February 2002) Class Q Shares are a grandfathered Share Class available t o may be exchanged for Class A Registered Shares or Global investors previously holding shares in other funds sponsored by Certificates without charge and bearer Share certificates and entities within the ML Group. Within the Company they are n o coupons (if any) must be surrendered upon a request for longer available for subscription or conversion into. Class Q redemption or conversion. shareholders w h o wish t o convert into another o f the Company's Funds may d o so free of charge and will receive Class B Shares. Information on Global Certificates and their dealing procedures is Further, any CDSC history will be carried over into the new Fund. available o n request from the Transfer Agent or the Investor Merrill Lynch at its sole discretion may refuse any request to Service Centre. transfer record o f ownership of Class Q Shares held by or through Merrill Lynch. Dealing in Fund Shares Daily Dealing Class X Shares Dealings can normally be effected daily. Orders for subscription, Class X Shares are available as Non-Distributing Shares and redemption and conversion of Shares should be received by the Distr buting Shares, and are issued as Registered Shares only at Transfer Agent or the Investor Service Centre before 12 noon on any Dealing Day and the prices applied will the discretion of the investment Adviser and its affiliates. No fees Luxembourg time are payable in respect of Class X Shares (instead a fee will be paid be those calculated in the afternoon o f that day. Any dealing t o the Investment Adviser or affiliates under an agreement) Class orders received by the Transfer Agent or the Investor Service X shareholders bear all expenses along with all other shareholders Centre after 12 noon Luxembourg time on a Dealing Day will be pro rata t o the Funds' respective Net Asset Values dealt w i t h on the next Dealing Day. A t the discretion of the Company, prices applied t o orders backed by uncleared funds Class X Shares are only available t o institutional investors within may be those calculated in the afternoon of the day following the meaning of Article 129 of the law o f 2 0 December 2002 on receipt of cleared funds. Further details and exceptions are undertakings for collective investment, as amended Investors described under the sections entitled "Application for Shares", must demonstrate that they qualify as institutional investors by "Redemption o f Shares" and "Conversion of Shares" below. providing the Company and its Transfer Agent or the Investor Once given, applications t o subscribe and instructions t o redeem Service Centre w i t h sufficient evidence. or convert are irrevocable except in the case o f suspension or deferral (see paragraphs 28 t o 31 o f Appendix 6) and cancellation General requests received before 12 noon Luxembourg time. Dealing Investors purchasing any Class o f Shares through a distributor will orders placed by telephone will be recorded. Redemption and be subject t o the distributor's normal account opening conversion orders for bearer Shares (where available) must be in requirements. Title t o Registered Shares is evidenced by entries in writing. 26 Merrill Lynch International Investment Funds Orders placed through distributors rather than directly w i t h the adjustments t o reflect fiscal charges and dealing costs (see Transfer Agent or the Investor Service Centre may be subject t o paragraph 16(c) of Appendix B). different procedures which may delay receipt by the Transfer Agent or the Investor Service Centre. Investors should consult Class B, Class C and Class Q Shares their distributor before placing orders in any Fund. Class B, Class C and Class Q Shares may normally be acquired or redeemed at their respective Net Asset Values No charge is Where shareiolders subscribe for or redeem Shares having a added t o or included in the price payable o n acquisition or specific value, the number o f Shares dealt in as a result of redemption but, with the exception of Rejerve Fund Shares, a dividing the specific value by the applicable Net Asset Value per CDSC, where applicable, will be deducted from the proceeds of Share is rounded t o t w o decimal places Such rounding may result redemption as described under “Fees, Charges and Expenses” on in a benefit to the Fund or the shareholder. page 32 and in paragraph 17 of Appendix B Prices may include or have added t o them, as appropriate. (I) a distribution fee; and Shareholders should note that the board of Directors may (id, determine t o restrict the purchase of Shares when it is in the and dealing costs (see paragraph 16(c) o f Appendix B). in limited circumstances, adjustments t o reflect fiscal charges interests o f the Company and/or its shareholders t o do so, including when the Company or any Fund reaches a site that The specific levels o f fees and charges that apply t o each Class of could impact the ability t o find suitable investments for the Share are explained in more detail under “Fees, Charges and Company and Fund. Expenses” on pages 32 t o 33 and in Appendices General Application for Shares Confirmation notes, cheques and other documents sent by post Applications will be at the risk of the investor. B, C and E. Merrill Lynch clients may enter their application orders through their Merrill Lynch Financial Advisers. In all other cases, initial Prices of Shares applications for Shares must be made t o the Transfer Agent or All prices are determined after the deadline for receipt of dealing the Investor Service Centre o n the application form. For initial orders 12 noon Luxembourg time on the Dealing Day concerned. applications for Shares by fax or telephone, applicants will be sent Prices are quoted in the Dealing Currency(ies) of the relevant an application form that must be completed and returned by mail Fund as shown on page [ 2 ] . In the case of those Funds for which to the Transfer Agent or the Investor Service Centre t o confirm t w o or more Dealing Currencies are available, if an investor does the application. Failure t o provide the original application form not specify h s choice of Dealing Currency at the time of dealing will delay the completion of the transaction and consequently the then the Base Currency of the relevant Fund will be used. ability t o effect subsequent dealings in the Shares concerned. The previous Dealing Day‘s prices for Shares may be obtained fax or telephone. Investors w h o do not specify a Share Class in during business hours from the Investor Service Centre. They will the application will be deemed t o have requested Class A Non- also be published in such countries as required under applicable Distributing Shares. Subsequent applications for Shares may be made in writing or by law and at the discretion of the Directors in a number of newspapers worldwide. The Company cannot accept any Applications for Registered Shares should be made for Shares responsibility for error or delay in the publication or non- having a specified value and fractions of Shares will be issued publication or prices. Historic dealing prices for all Shares are where appropriate, Global Certificates will be issued in whole available from the Fund Accountant or the Investor Service Centre Shares only. Class A, Class D, Class E, Class J a n d Class X Shares The right is reserved t o reject any application for Shares or t o Class A, Class D, Class E, Class J and Class X Shares may normally accept any application in part only In addition, issues of Shares of be acquired or redeemed at their Net Asset Value Prices may any or all Funds may be suspended, and a subscription include or have added t o them, as appropriate: (I) an initial constituting over 5% of a Fund’s value may not be accepted, as charge; described in paragraphs 28 and 32 of Appendix 6, respectively. (11) a distribution fee; and (111)in limited circumstances, Merrill Lynch International Investment Funds 27 The investor acknowledges that personal information and Minimum Subscription information relating t o its investments supplied t o a member of The minimum initial subscription in respect of any Class of Shares the ML Group may be processed by or transferred t o or disclosed of a Fund is currently US95.000 (except for Class D Shares where t o any company in the ML Group world-wide in order t o the minimum is US$lO million) or the approximate equivalent in administer the services for which the investor has applied or may the relevant Dealing Currency. The minimum for additions t o apply in the future existing holdings of any Class of Shares of a Fund is US$l,OOO or the approximate equivalent. These minima may be varied for any This may involve the transfer of data by electronic media particular case or distributor or generally. Details of the current including the internet. The investor's information will be held in minima are available from the Transfer Agent or the Investor confidence and not shared other than as described without the Service Centre. investor's permission or as required by applicable law. The investor may at any time request information about the M o n e y Laundering Prevention companies in the ML Group and the countries in which they As a result o f anti-money laundering regulation, additional operate. The investor consents t o its information being processed, documentation may be required for subscriptions for Shares. The transferred or disclosed within the ML Group. The investor may at circumstances under which it is required and the precise any time request a copy o f the information held about it and requirements are set o u t in the notes o n the application form. request any errors t o be corrected. Should the investor wish t o This information will be used t o verify the identity of investors or, enjoy protection in respect o f i t s personal data under in some cases, the status o f financial advisers; it will be used only Luxembourg law i t should make its application direct t o the for compliance with these requirements. Please note that the Transfer Agent. Transfer Agent or the Investor Service Centre reserve the right in Settlement t o provide documentation may result in the withholding of For all Shares, settlement in cleared funds must be made within redemption proceeds. If you have any questions regarding the three Business Days o f the relevant Dealing Day. If timely identification documentation required, you should contact the settlement is not made (or a completed application form is not Investor Service Centre or the Transfer Agent. all cases t o request further documentation or information. Failure received for an initial subscription) the relevant allotment of Shares may be cancelled and an applicant may be required t o Redemption of Shares compensate the relevant distributor and/or the Company (see Applications t o Redeem paragraph 25 of Appendix B). Merrill Lynch clients may enter their redemption orders through their Merrill Lynch Financial Advisers. In all other cases, Payment instructions are summarised at the back of this instructions for the redemption of Registered Shares should Prospectus. Whenever payment is t o be made by cheque, dealing normally be given by completing the form that accompanies may be delayed until cleared funds have been received, therefore confirmation notes and is available from the Transfer Agent or payment by telegraphic transfer is strongly recommended. Cash, the Investor Service Centre. They may also be given t o the endorsed cheques or travellers cheques will not be accepted. Transfer Agent or the Investor Service Centre in writing, or by fax or telephone followed in each case by confirmation in writing Settlement should normally be made in the Dealing Currency for sent by mail t o the Transfer Agent or the Investor Service Centre. the relevant Fund or, if there are t w o or more Dealing Currencies Failure t o provide written confirmations may delay settlement o f for the relevant Fund (see page 121). in the one specified by the the transaction (see also paragraph 25 of Appendix investor. An investor may, by prior arrangement with the Transfer redemption requests (or written confirmations o f such requests) E). Written Agent or the Investor Service Centre, provide the Transfer Agent must include the full name($ and address of the holders, the w i t h any other freely convertible currency and the Transfer Agent name of the Fund, the Class (including whether it is the will arrange the necessary currency exchange transaction. Any Distributing or Non-Distributing Share class), the value or number such currency exchange will be effected at the investor's cost of Shares t o be redeemed and full settlement instructions and must be signed by all holders. Redemptions of bearer Shares will be effected only upon receipt of the relevant certificates. 28 Merrill Lynch International Investment Funds Redemptions may be suspended or deferred as described in addition, a conversion between Shares held in different funds will paragraphs 28 t o 31 o f Appendix B. give rise to an immediate tax charge. Settlement As tax laws differ widely from country t o country, shareholders Subject t o paragraph 21 of Appendix B, redemption payments should consult their tax advisers as t o the tax implications of such will normally be despatched in the relevant Dealing Currency a conversion in their individual circumstances. Shareholders w h o within three Business Days of the relevant Dealing Day, provided participate in the Merrill Lynch Global Funds Advisor ("MLGFA") that the relevant documents (as described above and any service may be able t o use their Class B Shares, Distributing and applicable rroney laundering prevention information) have been Non-Distributing, t o fund their participation. received. On written request t o the Transfer Agent or the Investor Class B Shares will be converted for Class A Distributing or Class Service Centre, payment may be made in such other currency as A Non-Distributing Shares, as appropriate. No conversion fee and If they d o this, their may be freely purchased by the Transfer Agent w i t h the relevant no CDSC or initial charge will be levied by the Fund on such Dealing Currency and such currency exchange will be effected at conversions. Such a conversion may be a taxable event. the shareholder's cost Shareholders participating in the MLGFA service should, however, inform themselves of any fees payable under this service. Redemption payments for Shares are normally made by telegraphic transfer t o the shareholder's bank account at the With the exception o f Class Q Shares to Class B Shares (see shareholder's cost. If bank account details are not available, "Classes and Form o f Shares" above) and, at the Investment payment will be made by cheque, made payable t o the registered Adviser's discretion and provided always that the investor is an shareholder(s) and sent t o the registered address. For institutional investor, conversion from any Class of Shares t o Class redemptions of bearer Shares, payment will be in accordance X Shares and any other conversions from Shares of one Class of a with settlement instructions received Fund t o Shares of another Class of either the same or a different Fund (for example, conversions of Class A Shares into Class 6 Details of redemptions in specie are set out in paragraphs 22 and Shares) are not permitted. 23 of Appendix B. For holders of all Classes of Shares, there is normally n o Conversion of Shares conversion charge by the Investment Manager. However, S w i t c h i n g B e t w e e n Funds and Share Classes conversion charges may apply in some circumstances Investors may make conversions of their shareholdings between paragraphs 18 t o 20 of Appendix 6. - see the same Class o f Shares o f the various Funds and thereby alter the balance of their portfolios t o reflect changing market Instructions t o Convert conditions. Instructions for the conversion Shareholders may also convert between Distributing and Non- accompanies confirmation notes and is available from the Distributing Shares o f the same Class or between hedged and un- Transfer Agent or the Investor Service Centre. They may also be of Registered Shares should normally be given by completing the appropriate form that hedged Shares of the same Class (where available) However, given by fax or telephone or in writing t o the Transfer Agent or converting between Distributing (M) Shares and Distributing (D) the Investor Service Centre. Conversion instructions must include Shares (as defined in the Dividend Section on page 30) is not the full name(s) and address of the holder($, the name of the permitted. Fund, the Class (including whether it is the Distributing or Non- In addition, shareholders may convert between any Class of UK converted and the Fund to be converted into (and the choice o f Distributor Status Shares in the relevant currency and the Dealing Currency of the Fund where more than one is available) equivalent class o f Distributing Shares in non-distributor status and whether or not they are UK Distributor Status Shares. Distributing Share class), the value or number of Shares t o be currencies. Such conversions may be a taxable event in the hands of investors and may give rise t o an immediate tax charge. In Where the Funds t o which a conversion relates have different Dealing Currencies, currency will be converted at t h e relevant rate Merrill Lynch international Investment Funds 29 o f exchange on the Dealing Day o n which the conversion is Annually on the Equity Distributing Funds, at the discretion of effected. the Directors. UK Distributor Status Equity Funds will pay an annual dividend, if there is income t o distribute. Conversions may be suspended or deferred and an order for conversion into a Fund constituting over 5% of a Fund’s value Distributing Shares w i t h alternative payment frequencies may be may not be accepted, as described in paragraphs 28 and 32 of introduced at the Directors’ discretion. Confirmation of additional Appendix B, respectively. distribution frequencies and the date of their availability can be obtained from the Company’s registered office and the Investor However, n o conversions are allowed either into or out o f the Service Centre. An updated list of available Distributing Shares Funds that are only registered in Luxembourg, Germany and will be included in the next version o f the Prospectus. Switzerland, as indicated on page [2]. Calculation of Dividends Exchange Privilege through Merrill Lynch Those Distributing Shares which pay dividends monthly are Merrill Lynch allows investors w h o have acquired Shares through further divided into Shares as follows: it t o exchange their Shares for shares with a similar charging structure of certain other funds, provided that Merrill Lynch Those Shares for which dividends are calculated monthly are believes that an exchange is permitted under applicable law and known as Distributing (M) Shares. regulations. Details of this exchange privilege can be obtained Those Shares for which dividends are calculated daily are from financial advisors or any regional Investor Service Centre. known as Distributing (D)Shares. Minimum Dealing 8 Holding Sizes Investors may choose to hold either Distributing (M) Shares or The Company may refuse t o comply with redemption, conversion Distributing (D) Shares but may not hold both. or transfer instructions if they are given in respect of part o f a holding in the relevant Class of Shares which has a value o f less than US%l,OOO or the approximate Dealing Currency or if t o d o so would result in such a holding of less than USB5,OOO (or approximate equivalent) in value. These minima may be varied for any particular case or distributor or generally. Details of any variations t o the current minima shown above are available from the Transfer Agent or the Investor Service Centre. Dividends Dividend Policy The Directors’ current policy is t o retain and reinvest all net income except for income from the Distributing Funds and income from the UK Distributor Status Funds where the policy IS t o distribute substantially all the investment income for the period after deduction of expenses For those Funds which offer Distributing Shares, the frequency at which the dividend payment is made is determined by the Fund type, w i t h dividends normally paid as follows: Monthly on the Bond Distributing Funds where there is income t o distribute. 30 lvlerrill Lynch international investment Funds Distributing Shares w i t h annual dividend payment are known as Distributing (A) Shares. equivalent in the relevant The calculat o n method for each type is described below: Distributing(M) The dividend is calculated monthly based upon income accrued during the dividend period less expenses The dividend is distributed t o shareholders based upon t h e number of Shares held a t the month end. Distributtng (0) The dividend is calculated daily based upon daily-accrued income less expenses, for t h e number of Shares outstanding o n that day A cumulative monthly dividend is then distributed t o shareholders based upon the number of Shares held and the number of days for which they were held during t h e period. Hoiders of Distributing Shares shall he entitled to dividends f r o m t h e date of subscription to t h e date of redemption. (a) Distributing (A) The dtvidend is calculated annually based upon income accrued during t h e dividend period less expenses The divtdend is distributed to shareholders based upon t h e number of Shares held a t t h e end of the annual period Declaration, Payment of Reinvestment of D i v i d e n d The chart below describes the declaration and payment of dividends and the reinvestment options available to shareholders Distributing Shares (Df DistrrbutingShares (M) &outing Shares (A) Distributing Shares DS(N1 Distributing Shares D W Last Business Day of each calendar month in the Dealing Currencyb) of the relevant Fund Within 10 Business Days of declarationto shareholders holding Shares during the period following the previous declaration Within 10 Business Days of declarationto shareholders registered in the share reglster on the Business Day prior to the declaration date Last Business Day of each fiscal year in the Deakng Currency(ies) of the relevant Fund Within 10 Business Days of the last Business Day of each fiscal year Last Business Day of each calendar month Within 10 Business Days of declarationto sharehalders registered in the share register on the Business Day prior to the declaration date 5 Last Business Day of each fiscal year Dwidends of $US 100 or shareholder's bank account by relegraphic transfer in the shareholoer's chosen dealing currency at the shareholder's cost (except Merrill Lynch investors) All dividendsare paid directly to the shareholder's bank account by telegraphic transfer (except Mt investors) Dividendsof sameCtas of the same Fund, i tfnles the shareholder requests otherwise. Such,further Shares, including fractions, will be issued within 10 Business Days of the declaration date (except Merrill Lynch investgrs) 'Dividends will not be automatically reinvested Where cnvestorr would like the distdbUtron amount to be reinvesed in further Shares of the *same form of the same Class of the same Fund, this can be arranged through the Transfer Ageh' Declarations and payment o f dividends are announced in the Luxemburger Wort in Luxembourg. No initial charge o r CDSC is made o n Class A, Class B or Class Q Distributing Shares, respectively, issued by way of dividend reinvestment. It should be borne in mind that re-invested dividends are likely t o be treated for tax purposes in most lurisdictions as income received by the shareholder. Merrill Lynch international Investment Funds 31 Fees, Charges and Expenses Relevant H o l d i n g Period CDSC Please see A p p e n d i x E for a summary of fees a n d charges. Up t o one year 4.0% Further information on fees, charges and expenses is given in Over one year and up t o t w o years 3.0% paragraphs 19 t o 24 of Appendix C, and the following Over two years and u p t o three years 2.0% information must be read in conjunction with those paragraphs. Over three years and u p t o four years 1 .O% Over four years M a n a g e m e n t Fees Zero CDSC o f 1% will be deducted from redemption proceeds and The Investment Manager receives the management fees from the paid on redemption o f all Class C Shares o f all Funds (except in Company as shown in Appendix E. The level of management fee the case of Reserve Funds) unless the Shares are held for more varies according t o which Fund the investor buys and, with the than a year. exception of some Class Q Shares, is the same for all Classes o f Shares within each Fund These fees accrue daily, are based on Further information on the CDSC the Net Asset Value of the relevant Fund and are paid monthly Appendix E. IS contained in paragraph 17 of The Investment Manager pays certain costs and fees out of the management fee, including the fees of the Investment Advisers Conversion Charges and the Investor Service Centre. Conversion charges may be applied by selected disrributors, on D i s t r i b u t i o n Fees Funds, or on unduly frequent conversions. See paragraphs 18 t o The Principal Distributor receives annual distribution fees as 20 of Appendix B for further details. conversion from a Reserve Fund into another of the Company's shown in Appendix E These fees accrue daily, are based on the Net Asset Value of the relevant Fund (reflecting, when applicable, any adjustment t o the Net Asset Value o f the relevant Fund, as R e d e m p t i o n Charges A redemption charge of 2 % of the redemption proceeds can be described in paragraph 16(c) o f Appendix E) and are paid charged to a shareholder at the discretion o f the Directors where monthly the Directors, in their reasonable opinion, suspect that shareholder of excessive trading as described under Section O t h e r Fees "Excessive Trading Policy" on page I o f this Prospectus This The Company also pays the fees of the Custodian, the Transfer charge will be made for the benefit of the Funds, and Agent, the Fund Accountant and the Paying Agents. shareholders will be warned in advance if tt is likely t o be charged This charge will be in addition t o any applicable Initial Charge conversion charge or deferred sales charge. On application for Shares an initial charge, payable t o the Investment Manager, o f u p t o 5% may be added t o the price of General Class A Shares (except in the case of the Reserve Funds). An initial Over time, the different charging structures surnmarised above charge o f up t o 3 % may be added t o the price of some Class E may result in Shares o f different Classes o f the same Fund, which Shares and 2% on the Class D Shares (see Appendix E for details) were bought at the same time, producing different investment subject t o terms available from relevant distributors. returns. In this context investors may also wish t o consider the services provided by their distributor in relation to their Shares. D e f e r r e d Sales Charge A CDSC will be deducted from redemption proceeds and paid o n The Investment Manager may rebate all of or part of its fees and redemption o f all Class B and Class Q Shares of all Funds (except charges t o distributors as described in paragraph 22 of Appendix C. in the case of Reserve Funds) unless the Shares are held for more than four years. For shorter holding periods, the table below sets Expenses out the maximum rate o f the CDSC that will apply, which is a The Company pays certain expenses of the Management percentage of the lower o f the original purchase price or o f the Company, the Paying Agents, the Fund Accountant, the redemption price of the Class B or Class Q Shares redeemed: Custodian, the Principal Distributor, the Transfer Agent and the 32 Merrill Lynch International Investment Funds Investment Manager and other distributors and agents, and expenses incurred in operating t h e Investor Service Centre The Company pays all other expenses incurred in i t s operation (see paragraphs 19 t o 24 o f Appendix C) including fees and expenses of the Directors (see paragraph 7 o f Appendix C) and exchange costs arising from the calculation of the dealing prices in the additional Dealing Currencies (such exchange costs being met by as known t o the Company at the date of this Prospectus and at the time of admission o f subsequent investors. However, such assessment is subject to interpretations on the status of a n institutional investor by any competent authorities as will exist from time t o time Any reclassification made by an authority as t o the stdtus of an investor may submit all Class X Shares to a tax o f 0 05%. the relevant Fund) Shareholders are not subject t o any capital gains, income, A l l o c a t i o n o f Fees a n d Expenses withholding, gift, estate, inheritance or other tax in Luxembourg Each Fund is charged w i t h all fees and expenses specifically (except for shareholders domiciled, resident or having a attributable to it If a fee or an expense is attributable solely t o a permanent establishment m Luxembourg a n d except for certain particular Class of Shares of a Fund, then these will be borne by former residents of Luxembourg if they o w n more than 10% of Shares of that Class only. Other expenses are allocated between the Shares o f the Company). the Funds on an equitable basis, normally pro rata t o their respective Not Asset Values Fees and expenses are normally United Kingdom charged first against investment income. A shareholder w h o The Company is not resident in the UK for tax purposes and it is makes a subscription or a redemption of Shares through the the intention of the Directors t o continue t o conduct the affairs Paying Agent or other entities responsible for processing Share o f the Company so that it does not become resident in the UK. transactions may be charged w i t h t h e expenses linked t o the Accordingly it should not be subject t o UK taxation. Shares in the activity carried out by such entities in Italy Company other than the UK Distributor Status Shares will not Taxation the result that any gain realised by a UK resident shareholder on The following summary is based o n current law and practice, disposal of Shares will be an 'offshore income gain' subject t o tax qualify as shares in a distributing f u n d for UK tax purposes, w i t h which is subject t o change. as income. UK residents will be subject t o income tax o n any Investors should inform themselves of, a n d w h e n dividends received in respect of such shares in the Company. a p p r o p r i a t e consult t h e i r professional advisers on, t h e possible t a x consequences of subscribing for, buying, Dividends received by taxpayers from the Company will, holding, redeeming, c o n v e r t i n g or selling shares u n d e r t h e dependent on personal circumstances, be subject t o income tax. laws o f t h e i r c o u n t r y of citizenship, residence o r domicile. The attention of individuals ordinarily resident in the UK is drawn Investors should n o t e t h a t t h e levels a n d bases of, a n d relief t o sections 739 and 740 of the 1988 Act which contains from, t a x a t i o n can change. provisions for preventing avoidance o f income tax by transactions Luxembourg companies) abroad and may render them liable t o taxation in Under presert Luxembourg law and practice, the Company is not respect of undistributed income and profits o f the Company. resulting in the transfer of income t o persons (including liable t o any Luxembourg income or capital gains tax, nor are dividends paid by the Company subject t o any Luxembourg The provisions of 513 TCGA 1992 may apply t o a holding in the withholding tax. However, the Company is liable to a tax in Company. Where 50% of the Shares in a Fund are held by five or Luxembourg 3f 0 05% per annum or, in the case of the Reserve fewer participators, then any UK person w h o holds more than Funds and Class X Shares, 0 01 % per annum of its Net Asset Value, 10% of the Shares may be taxed upon his proportion of the payable quarterly on the basis of the value of the net assets of the chargeable gain realised by the Fund as calculated for UK tax respective Funds at the end of the relevant calendar quarter No purposes. stamp or other tax is payable in Luxembourg on the issue of Shares On the death of a UK resident and domiciled individual The benefit of the 0.01 YO tax rate is available t o Class X Shares shareholder, the shareholder's estate (excluding the UK Distributor on the basis of Luxembouig legal, regulatory and tax provisions Status Shdre Classes) will be liable t o pay income tax on any Merrill Lynch internationalInvestment Funds 33 accrued gain. Inheritance tax may be due on the value of the intend t o distribute such gains. The Company will not apply for holding after deduction of income tax and subject t o any certification o f any other share classes, or dealing currencies, available inheritance tax exemptions. under the 1988 Act. A UK corporate shareholder may be subject t o UK taxation in Generally relation t o its holdings in the Fund. It may be required t o apply a Dividends and interest received by the Company on its mark t o market basis in respect of its shareholding in accordance investments are generally subject t o irrecoverable withholding with the Finance Act 1996 and any increases or decreases in taxes in the countries of origin. value of the Shares may be taken into account as receipts or deductions for corporation tax purposes. Investors should inform themselves of, and when appropriate UK D i s t r i b u t o r Status consequences of subscribing for, buying, holding, redeeming, The Directors currently intend t o apply in respect of each account converting or selling Shares under the laws of their country of period for certification of the UK Distributor Status Shares in the citizenship, residence or domicile. Investors should note that the United Kingdom as a distributing share class for United Kingdom levels and bases of, and reliefs from, taxation can change. consult their professional advisers on, the possible tax tax purposes. However, n o guarantee can be given that such certification will be obtained. In accordance w i t h the provisions of the European Union Savings Directive ("EUSD") which came into force on 1 July 2005, EU The changes t o the offshore funds legislation in the Finance Act countries will be required t o apply either exchange information or 2004 allow separate sub-funds or share classes t o qualify o n their withholding tax on certain interest payments t o EU resident o w n for UK Distributor Status whilst having non-qualifying sub- individuals and potentially t o residents of dependent territories. A funds or share classes within the same fund. It is currently further option allowing an EU resident shareholder t o submit an intended that the Company will apply for certification of the UK exemption certification is also available. Although exchange of Distributor Status sterling denominated Class A Shares under the information is the ultimate objective of the EUSD, Luxembourg, Offshore Funds legislation contained in the Income and Belgium and Austria and certain dependent or associated Corporation Taxes Act 1988 (the "1988 Act"). Provided such territories of EU Member States (such as Jersey, Guernsey and the certification is obtained, shareholders w h o are UK taxpayers (1.e. Isle of Man) have opted to apply withholding tax during a resident or ordinarily resident in the UK for tax purposes) will transitional period. Under these arrangements withholding tax (unless regarded as trading in securities) have any gain realised will apply when a Luxembourg paying agent makes distributions upon disposal or conversion of the Company's Share treated as a from and redemptions of shares in certain funds and where the capital gain which will be subject t o UK capital gains tax. beneficiary of these proceeds is an individual residing in another Otherwse any such gain would be treated as income subject t o Member State. However, an individual may specifically request t o income tax. (In the case of individuals domiciled for UK tax be brought within the EUSD exchange of information regime purposes outside the UK any gain will in either case be subject t o which would result in n o withholding tax being applied b u t tax only t o the extent that the gain was, or was deemed t o be, instead information regarding the distribution or redemption remitted t o the UK). being provided t o the fiscal authority in the country in which he is With a view t o qualifying for certification, it is intended that the money debts. resident. Broadly, the funds affected will be those which invest in Company will currently make distributions on the UK Distributor Status Sterling Denominated Class A Shares as are required for Meetings and Reports this purpose by the 1988 Act. However, if H M Revenue & Meetings Customs were t o determine that the gains realised by this type of The annual general meeting of shareholders o f the Company is Share upon the disposal of investments were o f a revenue rather held in Luxembourg at 11 a.m. (Luxembourg time) on 20 June than a capital nature, o n the basis that the Company was each year (or if such day is not a Business Day in Luxembourg, o n carrying on a trade of dealing in securities, this type of Share the next following Business Day in Luxembourg). Other general would not qualify for certification since it does not normally meetings of shareholders will be held at such times and places as 34 Verrill Lynch International Investment Funds are indicated in the notices of such meetings. Notices are sent t o registered shareholders and published in accordance with Luxembourg law by publication in the Luxemburger Wort and (when legally required) the Recueil des Societes et Associations d u Memorial in Luxembourg Reports Financial periods of the Company end on 31 December each year The annual report containing the audited financial accounts of the Company and of each of the Funds in respect of the preceding financial period is available within four months of the relevant year-end An unaudited interim report is available wi:hin two months of the end of the relevant half-year. Copies of all reports are available upon request a t the registered office of the Company and from the Investor Service Centre Registered shareholders will be sent a personal statement of account twiceyearly Merfill Lynch International Investment Funds 35 Appendix A Appendix A - investment and Borrowing Powers and Restrictions Investment and Borrowing Powers 1. The Company's Art'cles of Association permit it to iivest in transferable securities and other liquid f i n a n m assets, to the full extent permitted by Luxembourg law The Articles have the effect that, subject to tne law, it is at the Directors' discretion to determine any restrictions on investment or on borrowing or on the pledging of the Company's assets bovowiig, lending, ano uncovered sales of transferable securities a i d money market instruments are equivalent to the reqJirements of Dieective 85/61 I/EEC, as awnded, the bJSineSS of the other UCls is repoqed in half-yearly a i d aniual reports to enable an assessmeit to be made of the assets and Iiabilittes, income and operations over the reporting period; Investment and Borrowing Restrictions 2. The following restrictions of Luxembourg law and (where relevant) of the Directors currently apply to the Company 2.1. no more than 10% of the UCITS' or t+e other UCls' assets (or of the assets of any sub-fund thereof, provided that the principle of segregation of liabilities of the different compartments is ensured in relation to tiird part es), whose acquisition is contemplated, can, according to h e i r constitutional documents, be invested in aggregate II units of other UCITS or other UCIs, The investments of each Fund shall consist of: Transferable securities a i d money market instruments admitted to official listings on stock exchanges in Member States of the European Uison (the "EU"), Transferable securities and money market instruments dealt in on other regulated markets in Member States of the EU, that are operatiig regularly, are recognised and are open to the public, Transferabe securities and money market instruments admitted to official listings on stock exchanges in any other country in Europe, Asia, Oceania, the Ame74can continents and Africa. Transferab'e securities and money market instruwnts dea't in on other regulated markets that are operating regularly, are recognised and open to the public of any other country in Europe, Asia, Oceania, the American continents and Africa, (9) depos8tswith c r d t institutions which are repayable 01 demand or have the right to be withdrawn, and matu'iig in no more than 12 months, provided that the credit institution has its registered office in an EU Member State or, if the registered office of the credit institution is situated in a no?Member State, provided that it is subject to prudential rules considered by the CSSF as equivalent to those laid down in Community law, (+) Recently issued transferable securities and money market instruments provided that the terms of the issue include an undertaking that app'ication w II be made for admission to the offic,al listing on o l e of t9e stock exchanges as specified in a) and c) or regulated markets that are operating regularly, are recognised and open to the publzcas specified in b) and d) and that such admission is secured within a year of issue, financial derivative instruments, including equivalent cashsettled instruments, dea!t in on a regulated market; and/or financial derivative instruments dealt in over-the-counter ('OTC derivatives'), provided that: the underlying consists of instruments described in subparagraphs (a) to (9) above, financial indices, interest rates, foreign exchange rates or currencies, in which the Company may invest according to its investment ob,ectives; the counterparties to OTC derivative transactions are institutions subject to prudential supervision. and be'onging to the categories approved by the CSSF, and Units of UCITS and/or other undertakings for collectm investment ("UCls") within the meaning of Article 1(2), first and second indents of Directive 85/61 l/EEC, as amended, whether they are situated in a Member State or not, provided that: such other UCls are authorised under laws which prov de that they are subject to supervision considered by t+e Commission de Su-veillance du Secteur Financier ("CSSF") to be equivaleit to that laid down in Community law, and that cooperation between authorities is sufficiently ensured, the level of protection for unitholders in the other UCIs is equivalent to that provided for unitho!ders in a UCITS, and in particular that the rules on asset segregation, 36 Werrill Lynch International Investment Funds the OTC derivatives are subject to reliab'e and verifiable valuation on a daily basis and can be sold, liquidated or closed by an offsetting transaction a t any time at their fa.r value at the Company's initiat,ve; (I) money market instruments other than those dealt in on a regulated market, which fall under Article 1 of the 2002 Law, if the issue or issuer of s x h instruments is itself regulated for the pdrpose of protecting nvestors and savings, and provided that they are: iswed or guaranteed by a central, regioial or local authority or central bank of an EU Member State, the Europeai Central Bank, the EU or the European Appendix A Investmeit Bank, a non-Member State or, in the case of a Federa' State, by one of the members making up the federation, or by a pub1 c international body to which one or more Member States belong, or issJed by an undertaking any securities of which are dealt in on regulated markets referred to in 25 A Fund may not invest in any one issuer in excess of the limits set out below (a) Not more than 10% of a Fund's net assets may be invested in transferable securities or money market instruments issued by the same entity (b) Not more than 20% of a Fund's net assets may be invested in deposits made with the same entity (c) By way of exception, the 10% Iim t stated in the first paragraph of this section may be increased to' a maximum of 35% if the transferable securities or subparagraphs (a), (b) or (c) above, or 9 issued or guaranteed by an establishment subject to prudential supervision, in accordance with criteria defined by Community :aw, or by an establishment which is subject to and complies w,th prudential rules considered by the CSSF to be at least as stringent as money market instruments are issued or guaranteed by an EU Member State, by i t s local authorities, by a nonMember State or by public international bodies to whlch one or more Member States belong, those laid down by Community law, or * issued by other bodses belonging to the categories approved by the CSSF provided t i a t investments in such instruments are subject to investor protection equivalent to that laid d o w i in the first, the second or the third indent and provided that the issuer is a company whose a maximum of 25% in the case of certain bonas when these are issued by a credit institution which has its registered office in an EU Member State and is subject by law to special public supervision designed to protect bond holoers In particular, sums deriv ng fro71 the issue of these bonds must be invested in conformity with t+e law in assets which, during the whole period of validity of the bonds, are capable of covering claims attaching to the bonds and which, in the event of fa lure of the issuer, woJld be used on a priority basis for the reimbursement of the principal and payment of the accrued interest When a Fund invests more than 5 % of its net assets in the bonds referred to in this paragraph and issued by one issuer, the total value of these investments may not exceed 80% of the value of the net assets of such Fund capital and reserves amount to at least EUR 10 millioi and which presents and pubi shes its annual accomts in accordance wit+ Directive 78/660/EEC (1 ), is an entity which, within a group of companies which includes one or several listed compaiies, is ded catea to t i e financ ng of the group or is an entity which is dedicated to the financing of securitisation vehicles which benefit from a banting Inquid ty line 2.2 Furthermore, each Fund may invest no more than 10% of its net assets in securities and money market instruments other than those referred to in sub-paragraph 2.1 (a) to (I). 2.3 Each Fund may acquire the uiits of UCITS aid/or other UCls referred to in paragraph 2.1. (f), provided that the aggregate investment In UCITS or other UCl's does not exceed 10% of the net assets of each Fund, unless otherwise provided for in the relevait Fund's investment policy. When each Fund has acqu:red shares of UCITS and/or other UCIs, the assets of the respective UCITS or other UCls do not have to be combined for the purposes of the limits laid down in paragraph 2.5. (d) The total value of the transferable securities or money market instruments held by a Fund in the issuing bodies in each of which it invests more than 5% of its net assets must not then exceed 40% of the va:ue of its net assets. This limitation does not apply to deposits and OTC derivative transactions made with financial institutions subject to prudential supervision. The traisferable securities and money market instruments referred to in the two indents of paragraph 2.5. (c) above shall not be taken into account for the purpose of applying the limit of 40% referred to in this paragraph. When a Fund invests in the units of other UCITS and/or other UCls 2.4 that are managed, directly or by delegation, by the same investment manager or by any othev company with which the investment manager is linked by common management or coitrol, or by a substantial direct or indirect holding, that no subscription or redemption fees may be charged to the Company 01 its investment in the units of such other UCITS and/or UCIs. - deposits made with a single entity, and/or A Fund may hold ancillary liquid assets - exposures aris,ng from OTC derivative transaaons Notwithstanding tne individual limits laid down in subparagraphs 2 5 (a) to (d) above, a Fuid may not combine investments in transferable securities or money market instrments issJed by a single entity, and/or undertaken with a single entity, Merrill Lvnch InternationalInvestment Funds 37 Appendix A in excess of 20% of its net assets. When a transferable secilrity or money market instrument embeds a der vative. the latter must be taken into account when complyiig with tne requirements of the above mentioned restr ctions 26 The Company may not invest in shares with vat ng rights enabling it to exercise s gnificant influence over the management of the issuing body 2.7 The Company may not: The limits provided for ;n sub-paragraphs 2.5. (a) to (d) above may not be combmed, and thus investments in trarlsferable securities or money market instruments issued by the same entity or in deposits or derivative instruments made with this entity carried out in accordance with paragraphs 2.5. (a) to (d) shall under no circumstances exceed in total 35% of the net assets of the Fund. (a) Acquire more than 10% of tne shares with non-voting rights of one and the same issuer. (b) Acquire more than 10% of the debt securitiesof one and the same issuer. (c) Acquire more than 25% of the units of one and the same urldertating for collective investment (d) Acquire more than 10% of the money market instruments of any single issuer. Companies wh:ci are included in the same group for the purposes of consolidated accounts, as defined i i accordance wit1 Drective 83/349/EEC or in accordance with recognised international accounting rules, are regarded as a single entity for the purpose of calculating the investment limits The limits stipulated in sub-paragraphs 2 7 (b) (c) and (d) above may be disregarded a t tlle time of acquisition if, at that time, the gross amount of debt securities or of the money market instruments, or the net amount of securities in issue cannot be calculated mentioned in sub-paragraphs 2.5. (a) to (d) above. The Fund may not invest cumulatively more that 20% of its net assets in transferable securities or money market instruments of the same group sdbjed to restrictions 2.5. (a) and the three indents under 2.5. (d) above. 2.8. W thout preludice to the limits laid down in paragraph 2 7 below, the limit of 10% laid down in sub-paragraph 2.5 (a) above is raised to a maximum of 20% for investment in equity and/or debt securities issued by the same body whei the aim of the investwnt policy of a Fund is to replicate the composition of a certain equity or debt securities index which is recognmd by the CSSF, on the following basis the compos tion of the index is sufficiently diversified. (b) Transferable securities and money market instruments issued or guaraiteed by a non-EU Member State, the index represents a n adequate benchmark for the market to which it refers, it is publ:shed in an appropriate manner. This limit is 35% bvhere that proves to be justified by exceptional market conditions in particular in regulated markets where ce%n transferable securities or money market instruments are highly dominant. The investment up to this limit is only permitted for a single issuer. By way of derogation, each Fund is authorised t o invest up t o 100% o f i t s net assets in different transferable securities and money market instruments issued or guaranteed by an EU Member State, i t s local authorities, by another member state of the OECD o r public international bodies of which one or more EU Member States are members, provided that (i) such securities are part of at least six different issues and (ii) securities from any one issue do not account for more than 30% o f t h e net assets of such Fund. 38 Merrill Lynch InternationalInvestmen! Funds The limits stipulated in paragraphs 2.6. and 2.7. above do not apply to' (a) Transferable securities and money market instruments issued or guaraiteed by an EL! Member State or its local authorites; (c) Traisferable securities and money market instruments issued by public international institutbns to which one or more EU Member States are members, (d) Transferable securities held by a Fund in the capital of a company incorporated in a non-Member State investing its assets mainly in the secur:tiesof issuing bodies having their registered offices in that State, where under the legislation of that State such a holding represents the only way in which such Fund can invest in the securities of issuing bodies of that State. This derogatm, however, shall apply only if in its investment policy the company from the non-Member State complies with the Iim!ts laid down in Articles 43, 46 and 48 (1) and (2) of the 2002 Law. Where the limits set in Articles 43 and 46 of the 2002 Law are exceeded, Article 49 shall apply mutatis mutandis; (e) Transferable securit es held by the Compaiy in the capital of subsidsaty companies carrying on only the business of management, advice or marketing in t+e country where the subsidiary is located, in regard to the repurchase of units at unitholders' request excluswly on its or their behalf 2.9 The Company may always, in the interest of the shareholders, exercise the subscript,on rights attached to securities, which forms part of its assets. Appendix A Wben the max mum percentages stated in paragraphs 2 2 through methods which are chosen in order to estimate the risks assoc ated 2.7. above are exceeded for reasons beyond the control of the Compaiy, or as a result of the exercise of subscriptioi rights, the Company must adopt, as a priority ob]ect,ve, sales transactions to remedy the sitdation, taking due account of the iiterests of its shareholders with traisactions in derivative instruments 2.10. A Fund may borrow to the extent of 10% of :ts total net assets (valued at market value) provided these borrowings are made o i a temporary basis. However, the Company may acquire for the account of a Fund foreign currency by way of back-to-back loan. 2 11 Tne Company may not grant credit facilities nof act as guarantor on behalf of third parties. provded that for the pdrpose of this restricton (I) the acquisition of transfefable securities. money market instrdments or other financial investments referred to in sub-paragraphs 2 1 (f), (h) and (I) above, in fu'ly or partly paid form and (11)the permitted lending of portfolio securities shall be deemed not to constitute the making of a loan. 3 2. In addition. the Company is authorised to employ techniques and instruments relating to traisferable securities and to money market instruments under the condit ons and within the limits laid down by t+e CSSF provided that such techniques and instruments are used for the purpose of efficient portfolio management or for hedgmg purposes 3.3 When ticse operations concern the use of derivative instruments, these conditions and limits shall conform to the prov sions laid down in the 2002 Law Under no circumstances sha I these operations cause the Company to diverge fpom its iwestment policies and investment restrsctions 34 2.12. T+e Ccmpany undertakes not to carry out uncovered sales transactions of transferable securities. money market instruments or othfr financial instruments referred to in sub-paragraphs 2.1. (f), (h) and (I) above; provided that this restriction shall not prevent the Company from making deposits or carrying out accounts in connedion with financial derivatives instruments, permitted with,n the Iim ts referred to above. The Company will ensure that the global exposure of the underlysng assets shall not exceed the total net value of a Fund. The uiderly ng assets of index based derivative instruments are not combined to the investment limits laid down under sub-paragraphs 2 5 (a) to (d) above When a transferable security or money market instrument embeds a derivative, the latter must be taken into account when complying with the requirements of the abovementioned restrictions The exposure is calculated taking into account the current value of the ilnderlying assets, the counterparty risk, filture market movements and the time available to liquidate the positions. 2 13 The Company's assets may not include precious metals or certif cates representiog them, com.nodities, commodities contracts, or certificates representing commoditles 2 14 The Company may not purchase or sell real estate or any option, rig+t or interest therein, provided tbat the Company may invest in 35 securities secured by real estate or interests therein or issued by compan es which livest in real estate or interests there n (a) the transactions are eitered into within a standardised lending system organised by a recognised securities clearing institution or by a highly rated specialist financial institution, 2 15 The Conpany will in addition comply with sucb further restrictions as may be required by the regulatory authorities in any country in which the Shares are marketed The Company shall take t h e risks that it deems reasonable t o reach the assigned objective set for each Fund; however, it cannot guarantee that it shall reach i t s goals given stock exchange fluctuations and other risks inherent in investments in transferable securities. 3. Financial Techniques and Instruments. 3.1. The Company must employ a risk-management process which enables it to monitor and Teasure at any time the risk of the positions and their contribution to the overall risk profile of the portfolio, it must emp'oy a process for accurate a i d independent assessment of the value of OTC derivative instruments It mdst communicate to the CSSF regularly and in accordance with the Securit'es leiding The Company may enter into securities lending transactions provided that, (b) co'lateral (consisting of cash or government bonds) for the lending is maintained which has a value at least equal to the value of the securities lent; and (c) lendiig transactions are not carrieo out in respect of securities representing more than 50% of the aggregate market value of the securities in the relevant portfolio. and the term of any lending transaction does not exceed 30 days (unless the lending transact ons are terminable at any time) Any net income (net of any remuneration to which the Company's stocklend,ng agent is entitled) deriving from securities lending to wh ch the Company is entitled will be re nvested in the Company. 3.6 Repurchase agreements detaileo rules defined by the latter, the types of derivative instruments, tne under!ying risks. the quantitative limits a i d the Merrill Lynch International Investment Funds 39 Appendix A T i e Company may as bJyer or seller eiter into repurchase agreemeqts whicn cois st in the pdrchase and sale of secur,ties whereby the terms of agreement entmt8e the selw to repurchase from t i e purchaser the securities at an agreed price and t i w , so long as (a) during the !ifetime of a repurchase agreement the Company may not sell the securities which are the subject of the agreemeit before the repurchase of the securites by the couiterparty has been carried out or before the repurchase period has expired. and (b) commitments arising from repurchase agree-nents do not preveit the Company from meetsng redemption obligations. All sdch permitted transactions must be effected with highly rated spec a:ised financial institutons; 3.7 Risk associated with OTC derivatives The counterparty risk on any transaction involving an OTC dersvative instruments may l o t exceed 10% of the assets of a Fuld when the counterparty is a creeoit institution dom:ciled in the EU or in a country where the CSSF coisiders that supervisory regulations are equivaient to tnose prevailing on the EU This limit is set at 5% in any other case The Company's delegates will continuously assess the credit or counterparty risk as well as the potential risk, which is for trading achvities, the risx resulting from adverse movements in the leve' of volatility of market prices arld will assess the hedging effectiveness on an ongoing bass. They will define specif,c internal limits applicable to these kinds of operat ons ana monitor the counterparties accepted for these transactions. 40 Merrill Lynch International Investment Funds Appendix B Appendix B -Summary of Certain Provisions of the Articles and of Company Practice Articles of Association 1 Terms used in this sumnary that are defined in t i e Articles have the same meaning beiow (a) Corporate Existence The Company is a company existing in the form of a sociktk anonyme qualifying as a societe d'mestissement A cap8ta variab'e (SICAV) under t+e name of Merrill Lynch International Investment Funds witn the status of a Part I Undertaking for Collective Investment in Transferable Securities (UCITS) (b) (c) Sole Object The so:e object of the CoTpany ,s to place the fuids avai ab'e to it in one or more portfol os of transferable securitses or other assets referred to in A-ticle 41(1) of the 2002 Law, referred to as "Funds", with t i e purpose of spreading investment risks and affording to its shareholders the results of the management of the Company's Funds Capital The cap% is represented by fu!ly paid Shares of no par value and will at any time be equal to the aggregate va!ue of the net assets of the Funds of the Company. Any variation of the Company's capital has immediate effect. (d) Fractions Fradions of Shares may be issued only as Registered Shares. (e) Voting In additsonto the right to one vote for each whole Share of wiich he LSthe holder at general meetings. a holder of Shares of any particJlar Class will be entitled at any separate meeting of the holders of Shares of tnat Class to one vote for each wiole Share of that Class of which he is the holder (0 Joint Holders The Company will register Registered Shares jointly iq the nmes of not more than four holders should they so require. In such case the rights attaching to such a Snare must be exercised jo:ntly by a'l those parties in whose names it is registered except that verba! mstruct.onswill be accepted by the Company from any one joiit holder in cases where verbal instructions are permitted pursuant to provisions of this Prospectus. Written instructions will be accepted by the Company from any one joint holder where all the holders have previously given written authority to toe Transfer Agent or the Investor Sevice Centre to accept those instructions. Instructions accepted on e:ther of such bases w1I: be bind:ng o r all the joint holders concerned. Directors The Articles provide for the Company to be managed by a board of Directors composed of at least three persons Directors are elected by the shareholders. The Directors are vested w th all powers to perfor-n all acts of administration and disposition in the Company's interest In particular the Directors have power to appoint any person to act as a functionary to the Fund. No contract or other transaction between the Company and any other company or firm shall be affected or invalidated by the fact that any one or more of the Directors or offmrs of the Company is interested in, is a director, assocrate, officer 07 of employee of, that other company or firm. Indemnity The Company may indemnify any Director or officer against expenses reasonably incurred by him in connection w t h any proceedings to which he may be made a party by reason of such position in the Company or in any other company of which the Compaqy is a shareholder or creditor and from which he is not entitled to be indemnified. except where due to gross negligence or wilfur misconduct on his part. Winding up and Liquidation The Company may be wound up at any time by a resolution adopted by a general meeting of shareholders in accordance w i t i the provisions of the Articles The Directors must submit the qJestion of the winding up of the Company to a general meeting of shareholders if the corporate capital falls below two-thirds of the minimum capital prescribed by law (the miiimum capital is curreit!y the equivalent of €1.250.000) On a winding up, assets available for distributton amongst the shareholders will be applied in the following priority 0 first, in the payment of any balance then remasringin the relevant Fund to the holders of Shares of each Class i,nked to tne Fund, such payment being made in accordaice with any applicab e rights attaching to those Shares, ana otherwise in proportion to the total number of Shares of all the relevant Classes held, and (11) secondly, in the payment to the holders of Shares of any balance then remaining a i d not comprised in any of the Funds, such balance being apportioned as between the Funds pro rata to the Net Asset Value of each Fund immediately prior to any distribution to s+areholders on a w ndiig up, and payment being made of the amounts so apportioned to the holders of Shares of each Class (9) Allotment of Shares The Directors are authorised without limitation to a!lot ano issue Shares at any time at the current pr,ce per Share without reservng preferential subscription rights to exsting shareholders linked to that Fund in such proportions as the liquidators in their absolute discretion think equitable, subject to the AQ,clesand Luxembourg law Liquidation proceeds not claimed by shareholders at close of liquidat on of a Fuid will be deposited at the Caisse de Merrill Lynch InternationalInvestment Funds 41 Appendix 6 any US res.dent or otier person spec,fied in Regulation 5 under tne US Secdr ties Act of 1933 as amended from time to time and as may be further supp'emented by resolution of t+e D rectors. Coisignation !n Luxembourg and shall be forfeited after thirty years (k) Unclaimed Dividends If a dividend i a s been declared but not paid, and no coupon has been tendered for such dividend w.thin a period of five years, the Compaiy is entitled under Luxembourg law to declare t i e divideid forfeited for the benefit of the Fund concerned. The Directors have, however, resolved as a matter of policy not to exercise tnis right for at least twelve years after the relevant dividend is oeclared. This policy will not be alte:ed without the sanct:on of t i e shareholders in general meeting. If a shareholder currently resident outside the US becomes resident in the US (and consequendy comes within the defiiition of a US Person), that shareholder wiil be required to redeem its Shares. Funds and Classes of Shares The Company operates separate investmeit "Funos" and w,thin each Fund separate Classes of Siares are !inked to that Fund 5. 6 Shares may be issued with or have attached thereto sdch preferred, deferred or other special rights, or such restrictions whetner in regard to dividend, return of cap tal, conversion, transfer, the prce payable on allotmeit or otherwse as the Directors may from t i T e to time determine and such rights or restrictions need not be attached to all Sllares of the same Class Restrictions on Holding of Shares Shares will be d,vided into Classes each linked to a Fund More 2 than one Class of Shares may be linked to a Fund Currently, eight Classes of Shares (Class A. B, C, 0, E, J, Q and X %ares) are linked to each Fund except for the Distributing Funds for which there aw sixteen Classes of Shares (Class A D stribut ng, Class A NonD stributing, Class B Distributiig, Class B Non-DistribJting, Class C D str,buting, Class C Non-D,str bdting, Class D Distributing. Class D Non-Distributing, C'ass E Non-Distribdting, Class E Distribut,ng, Class J Distributing, Class J Non-Distributing, Class Q 0 stributing, Class Q Non-Distr,buting and Class X Non-Distributing, Class X 7. The Directors are permitted to reate more than one Class of Share linked to a single Fund. Tnis allows, for example, the creation of accumulation and distribution Shares, Wares with differeit dealing currencies or Classes of Shares with d fferent featilres as regards panicpation n capital and/or income linked to the same Fund; and also permits different charging stvctures. The Articies provide t i a t certain va7:ations of the rights attached to a Class of Shares may only be made with the sanction of a Class meetins of holders of Shares of that Class. 8. The Directors may require redemption of all the Shares linked to a particular Fuid if the Net Asset Value of the relevant Fund falls below US$l5 million (orthe equivalent in any relevant Dealing Currency). The Articles also perm,t tne Directors to not.fy shareholders of the c'osure of any particular Fund wiere they deem it in the interests of t i e shareholders or appropriate because of changes in the economic or political situation affecting the Fund bat in such circumstances the Directors intend as a matter of policy to offer holders of any Class of Shares a free transfer into the same Class of Shares of other Funds. As an alternative. subject to at least 30 days' prior notice to holders of Shares of all Classes of tne relevant Funo, the Directors may arrange for a Fund to be merged with another Fund of the Company or with a n o t k r Luxembourg UCITS (see also paragraph 25 below). Any such merger wi!I be blnding on the ho!ders of the Shares of the Classes of that Fund. Distributing Shares) Trley have no preferential or pre-emption rights and are freely transferable, save as referred to below 3 The Directors may impose or relax restr.ctions (including restrict,orls on transfer aid/or the requirement that Shares be issued only irl registered form) on any Shares or Class of Shares (but not necessari'y on all Shares w i t m the same Class) as they may think necessary to e n s m that Shares are neither acquired nor held by or on behalf of any person in circumstances givlng rise to a breach of the laws or reqJiremeits of any country or governmental or reghtory authority on the part of that pepson or the Company, or which might have adverse taxat on or o t w r pecuiiary coisequences for the Cornpaiy, iiclud n5 a requirement to register under arly securities or investment or similar laws or requirements of any country or authority The Directors may in this connectiorl require a shareho der to provide such information as they may consicer necessary to establish whether he is the beneficia' owner of the Shares h a t he holds If the Company becomes aware h a t any Shares are owned direct'y or benefic.al'y by any person in breach of any law or requirement of a country or governmental or regdlatory autnority, or otherme in the circumstances referred to in th s paragraph, the Directors may require the redemption of such Shares, decline to issue any Share and register any transfer of any Share or decline to accept the vote of a i y person who is precluded from hold ng Snares at a i y meeting of the shareholders of the Company 4 The Directors have resolved that no US Persons will be permitted to own Shares. The Directors have resolved that "US Person" means 42 Merrill Lynch International Investment Funds A Fund may be terminated or merged in circumstances ot+er than those mentioned above with the consent of a malority of the Shares preseit or represented at a meeting of all shareholders of the Classes of Shares of that Fund (at which no quorum recuirement will app'y) Where a Fund is terminated or merged the redemption price payable on termination or merger will be calculated on a basis reflectiig the realisation and liquidation costs on terminating or merging tqe Fund Appendix B The D,rectors have power to suspend deal ngs in the %ares linked to any Fund where it is to be terminated or merged in accordance with tl-e above provisions Such suspension may take effect at any time after the notsce has been g ven by the Directors as mentioned above or, where tne termination or merger requires t i e approva: of a meet ng of holders, after t+e passing of t i e relevant resolotioi. Where dealings in the Shares of the Fund are not suspended, the 13 the time of the va'uation, last known prices as of this t m e or such other time may be used If net transactions in Shares of the Fund on any Dealing Day exceed the threshold referred to in paragraph 16(c) below, then additional procedures apply The va!ue of any securities or assets traded on any other regulated market is determined in tne same way Where such securities or other assets are adoted or dealt in on or by more than one stock exchange or regulated market the Directors may in their discretion select one of such stock exchanges or regulated markets for such purposes prices of Shares may be adjusted to reflect the anticipated realisation a i d liouldation costs meitmoned above Valuation Arrangements 9. Under the Articles, for the purpose of determining the issue and redemption price per Share, the net asset value of Shares shall be determined as to the Shares of each Class of Share by the Company from time to time, but in no instance less than twice monthly, as the board of Directors may direct. 10 14 The Directors' policy is normally to dea' with requests received Net Asset Value and Price Determination All prices for transact ons in Shares on a Deaiiig Day are based on the Net Asset Value per Share of the Class of S17ares concerned, as shown by a valdation made at a time or times determineo by the Directo?s The Directors current'y operate "forward pricing" for ail Funds and Classes of Share, i e , prices are calculated on the Dealing Day concerned after the closing time for acceptance of orders (see page 26) Prices in respect of a Deal,ng Day are normally pub1 shed on the next Business Day Neitier the Compaiy nor the Custodian c a i accept any respons bility for any error in publica:ion, or for non-publication of prices or for any inaccuracy of pvces so published or qJoted Notwithstanding any price quoted by the Company, by the Custodian or by any distributor, a I Vansachons are effected strirtly on t i e basis of the prices calculated as described above If for any reason such prices are required to be recalculated or amended, the terms of any transaction effected on the basis of them will be sJbject to correction aid, where appropriate, the investor may be required to make good any underpayment or reimburse a i y overpayment as appropriate Periodic valuations of holdings in any Fund 07 Class of Shares may be sdpplied by arrangement with the Transfer Ageit or the Investor Service Ceitre 12 The Net Asset Value of each Fund, calculated in its Base Currency, is determined by aggregating tne value of securities and other assets of the Company allocated to the relevant Fund and deducting the liabilities of the Company allocated to that Fund The Net Asset Value per Share of the Classes of Shares of a particular Fond wi!I reflect any adjustment to the Net Asset Val& of tne relevant Fund described in paragraph 16(c) below and will differ as a result of the allocation of different liabilities to those Classes (see "Fees, Charges and Expenses" 01 pages 25 to 26) and as a result of dividends paid If a security is not traded on or admitted to any official stock excharlge or any regulated market, or in the case of securities so traoed or admitted the last known price 1s not considered to reflect their true va ue, the Directors will value the securities concerned w th prudence and in good faith on the basis of their expected disposal or acquisition price Cash, bills payable on demand and othef debts and prepaid expenses are valued at their nominal amount, udess it appears unlikely that such nominal amount IS before 12 noon Luxembourg time on a Dealing Day on that day, other requests are normally dealt with on tne next Dealing Day 11 The value of all securities and other assets forming any particular Fdnd's portfolio is determined by last known prices upon close of the exchange on which those secuntes or assets are traded or admitted for trading. For securitmes traded on markets clos ng after obtainable 15 If in any case a particular value is not ascertainable by the methods outlined above, or if the Directors consider that some other method of vajoat o i more accurately reflects the fa4r va'Je of the relevait security or other asset for the purpose concerned, tne metiod of valuation of the security or asset will be such as the Directors 'n their absolute discretion decide 16. (a) Under current procedures adopted by the Directors the price for all Classes of Shares of any Fund is the Net Asset Value per relevant Class of that Fund calculated to the nearest currency unit of the rekvant Dealing Currency (b) For those funds with more than one Dealing Currency (as set out on page 2), the add.tional Dealing Currency prices are calculated by converbng the price at the relevant spot exchange rate at the time of valuation (c) If on a i y Dealing Day the aggregate transactions in Shares of all Classes of a Fund result in a net increase or decrease of Shares which exceeds a threshold set by the Directors from time to time for that Fund (relating to the cost of marcet deal,ng for that Fund), t i e Net Asset Value of the relevant Fund w I( be adjusted by an amount (not exceeding 1 25%, or 3 % in the case of the High Yield Funds, of that Net Asset Va8ue)which reflects both the estimated fiscal charges and deallng costs that may be incurred by the Fund and the estimated b d/offer spread of the assets in which the Fuid iivests The adjustment will be an addition when the net movement results in an increase of all Shares of the Fund and a dedJction when it results in a decrease As certain stock markets and jurisdict,ons may have different charging Merrill Lynch International Investment Funds 43 Appendix 6 structures on the buy and sell sides, the resulting adlustment may be different for net inflows than for net outflows. Where a Fmd invests substaitialiy in government bonds or money market securities, the D!rectorsmay decide that it is not appropriate to make sdch an adjustment. Conversion The Articles allow the Directors on issuiig new Classes of Shares to 18 impose such rights of conversion as they determine, as described in paragraph 6 above The basis of all conversions is dated to the respective Net Asset Values per Share of the relevant Class of the two Funds concerned Redemption and Deferred Sales Charges 17 (a) The Directors are entit ed to levy a discretionary redemption charge on shareholders of a I Classes of Shares where they believe that excessive trading 1s beiig practised. (b) 19 Class into which a snareholder wishes to convert h s existing Shares will be calculated by dividing (a) the value of the number of Shares to be converted, ca'cu'ated by reference to the Net Asset Value per Share by (b) the Net Asset Value per Share of the new Class This calculat on will be adlusted where appropriate by the inclusion of a convers on charge (see paragraph 20 below) or a delayed initial charge on Class A, Ciass D or Class E Shares (see paragraph 20 below) No conversion charge will be made whei a delayed initial charge payable If appl cable, the relevant exchange rate betweei the relevant Dealing Currewes of the Shares of the two Funds will be applied to the calculation On redemption of Class 6. C and 4 Shares, the relevant CDSC rate is charged on the lower of (I) the price of the redeemed shares on the Dealing Day for redemption or (ii) the price paid by the sllareholder for the orig nal purchase of the redeemed shares or for the shares from which they were converted or exchanged, in e!ther case calculated in the relevant Dealing Currency of the redeemed shares. (c) No CDSC w I: be levied on the redemption of (a) Class B. C ana Q Shares derived from reinvestment of dividends, or (b) Class 8,C a i d Q Shares in the Reserve Funds (provided they were not converted Vom Shares of a non-Reserve Fund or exchanged from shares of a ML Fund) The Net Asset Valueb) per Share used in this calculation may reflect any adjustment($)to the Net Asset Value(sj of the relevant Fund(s) described in paragraph 16(c) above. 20. (d) The CDSC is levied by reference to the "Relevant Holding The Directors have determined t i a t the number of Shares of the Except as set out under the sect:on "Switching Between Funds and Share Classes" above, no conversions are permitted between Period", which is an aggregate of the periods dur ng which (a) the redeemed shares, and (b) the shares from which they were different Classes of Shares of the same Fund or of different Funds. derived (.f any) as a result of conversion or exchange, were held in: (i) any Fund except a Reserve Fund; (i) any ML Fund (but not a ML Money Market Fund). Se!ected d.stributors may impose a charge on each conversion of those Shares acquired through it, which will be deducted at the time of conversion and paid to the relevant distribdor. While other convers.ons between the same Class of Shares of two Funds are normally free of charge, the Investment Manager may, at its discretion (and without prior notice), make an adcitional conversion ciarge which would increase the amount paid to up to 1% if unduly frequent conversions are made Any such charges will be deducted at the time of conversion and paid to the relevait d stributor or the Investment Manager (as applicable) When the Relevant Holding Period exceeds four years no CDSC is payable in respect of the redeemed shares. In cases where redeemeo shares are only part of a larger holding of Class B, C and Q Shares, any Shares acquired by dividend reinvestment w,II be redeemed first; and where the holding consists of Class B, C and Q Shares acquired at different times. it will be assumed that those acquired f rst are redeewd first (thus resulting in the lowest CDSC rate Dossible) Where the redeemed shares have a different dealing currency to the Shares (or sim:lar shares of a ML Fund or ML Money Market Fund, as described on page 6) originally pilrchased, for purposes of determ,ning the CDSC the price paid for the latter w ! ' be converted at the spot exchange rate on the Dealing Day for redemption. The CDSC may be waived or reduced by the relevant distributor at its discret on or for shareholders who, after purchasing Class B, C and Q Shares, become US Persons and are required to redeem their Shares as a result (see paragraph 4 above) 44 Merrill Lynch International Investment Funds When Class A, Class D or Class E Shares of a Rese've Funu resulting from a direct investment into that or any other Reserve Fund ("direct Shares") are converted for the first time into Class A, Class D or Class E Shares of a non-Reserve Fund, a delayed initial charge of up to 5% of the price of the new Class A Shares or up to 3% of the price of the new Class E Shares ( w k e applicable) may be payable to the Investment Manager W k e a Reserve Fund holding includes both direct Shares and Shares acquired as a result of a conversion from Snares in any Fund other than a Reserve Fuid ("ordinary Shares") or up to 2 % of the price of the new Class D Shares, a partial conve'sion of the holding will be treated as a conversion of the direct Shares flrst and then of the ordinary Shares Appendix 6 The Directors reserve t+e right to waive or vary these requirements and also to amend their policy if they consider it appropriate to do so, either generally or in particular circumstaices. Settlement on Redemptions 21 Paymeit of an amount to a single shareholder in excess of US$SOO,OOO may be deferred for up to seven Bmness Days beyond t i e normal settlement date The redemption price rnay be payable in specie as explained in paragraph 23 below Failure to Default in Settlement Where an appl cant for Shares fails to pay settlement monies on subscription or to provide a completed application form for an initial application by tne due date, the Directors may, in accordance wit1 the Company's Articles, cancel the allotment or, if applicabie, reaeem the Shares Redemption or conversion instruct ons may be 25 refused or treated as though they have been withdrawn if payment for the Shares has not beei made or a completed initial application forT has not been received by the Company In addition, no deahgs will be effected following a converyon instruction and no proceeds will be paid on a redemption until all documents required in relation to the transaction have been provided to the Company An applicant may be required t o indemnify t h e Company or, a$ described below, the Investment Manager against any losses, costs or expenses incurred directly or indirectly as a result o f the applicant's failure t o pay for Shares applied for or t o lodge the required documents by the due date. meet money laundering prevention requirements may result 17the withho ding of redemption proceeds The Company resews the right to extend t+e persod of payment of redemption proceeds to such period, not exceeding eight Business Days, as shall be necessary to repatriate proceeds of the sale of investments in the eveit of impediments due to exchange cont'ol requirements or similar constraiits irl the markets in which a substait al pan of t i e assets of the Company are invested or in exceptional circumstances where the liquidityof the Company is not sufficient to meet the redemption requests In comput,ng any losses covered under this paragraph 25, account shall be taken, where appropriate, of any movement in the price of In Specie Applications and Redemptions Shares of the Company may be allotted as consideration for the 22. vesting in the Company of securities acceptable to it and having a value (after deductsng aiy relevaqt charges a i d expenses) equal to the price payable for the Shares Such securities will be independent'y valued in accordance with Luxembourg law by a special -eport of an independent auditor, such report being deposited with t+e Luxembodrg District Court 23. the Shares concerned between the transaction date a i d cancellation of tne transaction or redemption of the Shares, and of the costs incurred by the Company or, if applicable, the Investment Manage- in taking proceedings against the applicant The Investment Manager has agreed to exercise its discretion (specifed in the Company's Articles) to take steps to avoid the Company suffering losses as a result of late settlement by any applicant In cases where payment for Shares is not made on a timely basis, the Investment Manager may assume ownership of the Shares and it mall also have the right to give instructions to the Company to make any consequent alterations in its register of shareholders, delay the completion of the relevant transaction, redeeT the Shares in question, claim indemnification from the applicant and/or take proceedings to enforce any applicable indemnity, al' to the same extent that the Company itself rnay do so The ob1 gation to pay redemption proceeds may also be sat,sfied by payment in specie by allocat8ngto the holder (subject to their prior consent) investments from the po.tfolio of the relevant Fund equal in valJe (calculated in the manner referred to in paragrapk 13 and 14 abow) to the price of the relevant Shares to be redeemed (net of any applicable CDSC in the case of Class B, Class C and Class Q Shares) The nature a i d type of asset to be transferred in such case w:ll be determined on an equitable basis and without preydicing the interests of the other holders of Shares of the same Class, and the valuat,ons used will be confsrmed by a special report of an independent auditor, deposited with the Luxembourg District Court Dealings in Shares by the Investment Manager 24. The Investment Manager, acting in its capacity as Principal D:stributor, may as principal acquire and hold Shares and may at its sole discreton satisfy, in whole or in part, an applicat on or request for the issue, redemption or convers:onof such Shares by selling Shares to and/or buying them from the applicant, as appropriate, provided that the applicant consents to such transaction. Shareholders will be deemed to have consented to deal with the Investment Manager unless they have expressly informed the Transfer Agent or the Investor Service Centre to the contrary. Any such traisaction will be effected on the same terms as to price and settlement as would have applied in the case of a corresponding The Company has instructed the Custodian that any interest benefit tnat may arise as a result of tw early settlement of Share sdbscriptions and late clearance of redemption proceeds may be set off against any interest obligation that the Investment Manager may incur as a result of its arrangements to protect the Company fro71 losses from the late settlement of Share subscriptions Compulsory Redemption If at any t me the Net Asset Value of the Company is less than US$25 million (or equivalent). all Shares not previously redeemed may be redeemed by notice to all shareholders There is a similar power to redeem Shares of any Class if the Net Asset Va!ue of the Fdnd to wh ch that Class is linked falls below US$15 million (or equlva'ent). or in the circumstances described in paragraph 8 26. above issue, redemption or conversion of Shares (as relevant) by the Company. The Investment Manager is entitled to retain a i y benefit arising from these transactions. Merrill Lynch InternationalInvestment Funds 45 Appendix B the necessary realisation of assets out of the Fund conceried or untii the exceptional circumstances cease to apply. Tn,s may resu't in some shareholders having redemptm or conversioi ordefs deferred on a particular Dealing Day, whilst others do not. Redemptions and conversions so deferred will be deait w t i iq p',ority to later requests. Limits on Redemption and Conversion The Company will not be bomd to redeem or convert on any o l e 27 Dealing Day more than 5% of the value of Shares of a I Classes of a Fuid then in iuue or deemed to be in issue, as described in paragraph 30 below Suspension and Deferrals 28. Va uations (and conseqdently issues, redemptions and conve%ons) of any Class of Shares of a Fund may be suspended in ce%n circumstances including the closure of or suspension or restriction of trading on any stock exchange or market on whch are qdoted a substantial proportion of tne investments held in that Fund, 31. Shareholders may not redeem a holding of the Company's Shares unless and unti! cleared funds have been received by the Company in respect of that holdiig. the ex stence of any state of affairs which constitotes an emergency as a result of which disposals or valuation of assets owned by the Company attributable to such Class of Shares would be impractmcable; During a period of suspension or deferral a shareholder may withdraw h:s request, in respect of aiy transaction which is deferred or suspended. by notice in writing to the Company. Suci7 notice will only be effect,ve if received before the transaction is effected. Non-Acceptance of Orders The Dvectors also have power to decline to accept any order for rede.npt,on or conversion into a particular Fund on any one Dea i i g Day where the aggregate value of orders for all Classes of Shares of that Fund exceeds a part cular value (currently fixed by the Directors at 5 % by approximate value of the Fund concerned) and the Directors consider that to g ve effect to such orders on the relevant Dealing Day would adversely affect the interests of exist ng shareholders In addition, the Company may defer redemptions or 32 any breakdown in the means of communication normally employed in determining the price or value of any of the investments of s x h Class of Shares or t i e current price or valiles on any stock exchange or other market; any period when the Company is unable to repatriate funds for the purpose of making payments on the redempt on of such Snares or during which any transfer of funds involved in trie real sation or acqdisition of investments or payments due on redemption of shares cannot in the opinion of the 9 directors be effected at normal rates of exchange, conversions in exceptional circumstances that may, in the op nion of the Directors, auversely affect the interests of holoers of any Class or Classes of Shares of that Fund In either case, the Directors may declare at their discretion that some or all redemptions or any period w h e i the net asset vaiue per share of any subsidiary of the Company may not be accurately determined; converssons may be declined on a particular Dealing Day, and this may resdlt in some shareholders having redemption or convers on orders declined whilst others do not In such circumstaices the Directors will inform each applicant as soon as practicable and if the applicant wishes alternative instructions can be given where not:ce has been given or a resolution passed for the closure or merger of a Fund as explained in paragraph 8, in respect of a suspension of the issuing of Shares oily, any period when notice of winding up of the Company as a whole has been given 29. Each period of suspension shall be published, if appropriate, by tne Company Notice will also be given to any shareholder lodging a request for redemption or conversion of Shares 30 The Covpany wi I also not be bound to redeem or convert any Shares of a Fmd on any one Dealing Day if there are redemption or outgo,ng convers on orders that day for all Classes of Shares of that Fund with an aggregate value exceeding a particular level (currently fixed at 5%) of the approximate value of that Fund In addition. the Company may defer redemptions and conversions in exceptioial circumstances that may, in the opinion of t k Directors, adversely affect the interests of holders of any Class or Classes of Shares of that Fond In either case, tne Directors may declare at the'r discret on that some all redemptions and conversions may be deferred until the Compmy has executed, as soon as possible, 07 46 Merrill Lynch International Investment Funds Transfers The transfer of Registeved Shaves may normal'y be effected by 33. delivery to the Transfer Agent of an instrument of transfer in appropriate form If a transfer or transmission of Shares results in a holding on the part of the transferor or the transferee having a value of less than a prescribed mln,mum t?e Directors may require the holding to be redeemed. The current minimum is USB5.000 or equivalent Probate 34 Upon the death of a shareholder, the Directors reserve the right to reouire t i e provision of approplate legal documentation to evidence the rights of the shareholder's legal successor. Dividends 35. The Articles impose no restrict:on on dividends other than the requirement to mainta:n the statutory minimum level of capital (currently tne equivalent of ?1,250,000). The Directors have the Appendix B power to pay interim dividends in respect of any Fund. The current diviaend policy of the Directors is explained on page 30. C h a n g e s of Policy or Practice 36 Except as otherwise prov ded In the Artic’es, and subject to any lega! or regulatoy reqwrements. the Directors reserve the right to amend any practice or policy stated in this Prospectus Intermediary Arrangements 37 Where Shares are issued by the Compaiy to financial institutions (or their no-ninees) wiich act as intermediaries, the benefits ana obligations described in the Prospectus may be applled by the Company to each of the intermediary’s clients as if such client were a direct shareholder Merrill Lynch International Investment Funds 47 Appendix C Appendix C - Additional Information History of the Company 1. Tie Company is registered under Number B 631 7 a t the Register of Commerce at the Distr ct Court of Luxembourg where its Articles of Association are available for irlspectioi a i d where copies thereof may be obtained upon request (aid see a's0 paragraph 33 below). 2. 3. The Company's constitution is aefined in the Art cles. The o q n a l Articles were published iq the R e c w des SocietCs et Associations du M h o r a l (the "Mkmorial") of the Grand-Duchy of Ldxembourg o i 21st July 1962. The Articles have been amended and restated several t!mes. most receitly on 16 September 2005, with publ:cation i i the M h o r i a l on 16 September 2005. The Company was incorporated as Selected Risk Investments S.A. on 14th June 1962. 4. Administrative Organisation The Investment Manager and the Investment Advisers The Management Company and the Company have entered into an Investwnt Management Agreement with the Investment Manager wllereby the lnvestmerlt Manager is responsible for managing the assets of the Company. The Investment Manager is entitled to delegate its investmeit managemeit fmctions to any of its subsidiaries or associates and, with the approval of the Management Company, any other person. The Investment Manage: has delegated some fundions to the Investment Advisers, Merrill Lynch Investment Managers Limited and Fund Asset Management, L.P. as described on page 8 and, in the case of certain Funds, Merrill Lynch Investment Managers L!mited has in t u r i sub-delegated some functions to Merrill Lynch Investment Managers Co., Ltd. 9. The registered office of Merrill Lynch Investment Managers Co., Ltd. is at Nihonbashi 1-chome Building, 1-4-1. Nihonbashi, Chuo-ku, Tokyo 103-0027, Japan. With effect from 31st December 1985 the name of the Compaiy was changed to Mercury Selectea TrJst. the Company adopted the legal statds of a societe d' nvest sselnent a capital variable (SICAV) and was reconstituted to enable it to issue different classes of Shares It qdalifies as a i Undertaking for Collective Iivestment in lraisferable Securities The Investment Manager, incorporated with lam ted liability in Jersey on 10th August 1972 for an unlimited perlod, has an issued and fully paid-up share capital of f530.000 and carries on the business of, inter a1.a. investment management. The directors of the Investment Manager are: Mr. A.J. Arnold, Mr. F.P. Le Feuvre, Mr G.J. Grime. Mr. G. Hamilton, Mr. A.M. Roe, Mr. R.E.R. Rumboll, Mr. N.J. Coats, Mr. T. Beck, Mr G. Bamping and Ms. T.A. Fritot. With effect fro-r 1 J J ! ~2002 the name of the Company changed to Merrill Lynch International Investment Funds With effect from 16 September 2005 the Company was submitted to Part I of the law of 20 December 2002 that implements Directives 2001/107/EC ana 2001/108/EC. The registered office of the Investment Manager is at Forum House, Grenville Street, S t Helier, Jersey JE4 8RL, Channe Islands With effect from 16 September 2005 the Company has appointed M e d Lynch Investmeit Managers (Luxembourg) 5 A as its management co.npany 5 As from the date of this Prospectus, Shares are offered solely on t i e basis of this Prospectus, which supersedes all previous versions 6 The Not ce Legale required by Luxembourg law in connection with this offer has been filed with the Reg,strar of the District Court of Luxembourg. DSP Merrili Lyric+ Fund Managers ("DSPML-FM") provides nonbsiding investmeit advice to the Subsidiay DSPML-FM is du!y registered with the SEBI as an asset management company to DSP Merri'l Lynch Mutual Fund and as a portfolio manager. DSPML-FM is a wel; reputed mutual fund asset manager in India and as of 31 Dece-nber 2005 had assets under management of approximately USBl 9 b llion The Subsidiary is registered as a sub-account of Merrill Lynch Investment Managers Limited which is an entity registered as a Foreign Institutional Iivestor with the Secdrities and Exchange Board of India under the SEBI (Foreign Institutional Investors) Regulations. 1995 and invests in India under the provisiois of the Directors' Remuneration and Other Benefits Tiere are no existing or proposed service contracts between any of 7 toe Directors and the Company and the Artic'es contain no express provision governing the remuqeration (including pensson or other said regulations. benefits) of the Directors. Tne Directors receive fees and out-ofpoccet expenses from the Company Directors who are not representatives of t i e MLlM Group currently receive a fee of USB30.000 per a n n m Auditor 8 The Company's auditor is PrlcewaterhouseCoopers of 400 route d'Esch, L-1471 Luxembourg 48 iderrill Lynch InternationalInvestment Funds 10 The Investor Service Centre The Investment Manager has entered into an Investor Services Agreement with M e r v Lynch Investment Managers Limited for the provlsioi of an Investor Service Centre to provide dealing facilities and related investor support fmbions Other Merrill Lynch local offices also serve as local Investor Service Centres for customer enquiries only, the dealing facil ties being always provided by Merrill Lynch Investment Managers Limited Appendix C 11 The Custodian 15. Tne Company has entered into a Custodian Agreement with the Custodian whereby the Custod'an has agreed to act as custodian of the assets of the Company and to assume the functions and respons bi ities of a custod an under the Luxembodrg law of 20ti December 2002 The Paying Agents The Company has appointed the foilowing as Paying Agents: Austria Raiffeisei Zeitralbank bsterreich AG Am Stadtpark 9 1030 Vienna The Custodian anc' Fmd Accountant (see paragraph 12 be!ow) is The Bank of New York Europe Limited. Luxembourg Branch. Its office is at Aerogolf Center, 1A Hoehenhof, L-1736 Senningerberg, Luxembourg. The Bank of New York Edrope Limited was incorporated with limited iiabil ty in England on 9th August 1996 with an issued and fd!y paid up share capital of f2OO million. Its registered office is One Canada Square, London E14 5AL and its ult,mate holding company is The Bank of New York Company, Inc. which is incorporated in the Unlted States of America. The Custodial's and the Fund Accountant's principa! bils:ness activty is the probision of custodial ana investment administration sewices and treasury dealing. Belgium Citibank Bank nv/sa Boulevard General Jacques 2639 1050 Brusse's Germany Commerzbank A t Kaiserplatz 60261 Frankfurt am Main Luxembourg 12 13. The Transfer Agent J.P. Morgan Bank Luxembourg S.A. 5, Rue Plaetis, L-2338 Luxembourg Switzerland HSBC Prvate Bank (Suisse) S.A Paradeplatz 5 CH-8022 Zljrich Un&d Kingdom UBS Warburg (a financial services group of UB5 A.G.) 1 Fmsbury Avenue , The Management Company and the Investment Manager have entered i i t o a Traisfer Agency Agreement with the Transfer Agent whereby t i e Transfer Agent has agreed to prov7de all necessary transfer agency functions including applicat 01 and transact.on processing. maintaiiing the share register, and sewices related to these functions 14 (Central Paying Agent) The Fund Accountant Tne Managemeqt Company and the Investment Manager have entered into an agreement with the Fund Accountant whereby the Fund Accountant has agreed to provide fund accounting. Net Asset Value determination a i d sewices related to these fuidions Subject to Luxembourg law and regulation the Fund ACCOJntant is entitled to delegate specific functions to any other person, firm or company (with the approval of the Management Company and the regulatory authordy) Relationship of Custodian and Fund Accountant with MLlM Group The Custodian's and Fund Accountant's associates provide custody and fund accounting services to Merrill Lyncl7 Investment Maiagers Limited and some of its associates in respect of their investment management busiiess generally Under agreements betweei companies i i The Bank of New Yorlc Company, Iic ("BNY") group and some companies in the MLlM Group re ating to the provision of these sewices, payments due from the relevant companies in the MLlM Group to BNY companies w II be abated by the fees paid by the Company to the Custodian and Fund Accountant in respect of custodian and fund accounting services London ECZM 2PP Attent,oi Corporate Adion - Paying Agency 16 The Subsidiary In additson to the India Fund, certain other Fuids may livest in securities tirough the wholly-owned subsidiary of the Company, Merrill Lynch India Equities Fund (Maurit,us) Limited The Subsidiary is incorporated as a private company, limited by shares The Subsid ary is organised as an open-ended multi-class fuid and holds a Category 1 Global Business Liceice for the purpose of the Financial Sewices Development Act 2001 and 15 regulated by the Financial Services Commission. Mauritius ("FSC") It must be mderstood that in giving this authorisation, the FSC does not vouch for the financial soundness or tne correctness of any of the statements made or opin.ons expressed wit4 regard to the Subsid dry The Subsidiary was incorporated on 1 September 2004, and has an unlimited life It is a wholly-owned subsidiary of the Company The Subsid,ay is registered with the Registrar of Companies, Mauritius, and bears file number 52463/Cl/GBL. The Constitution is available for inspection at the registered office of the Subsidiary Merrill Lynch InternationalInvestment Funds 49 .... Appendix C convenes meetings of the directors, keeps the statutory books and records of the Subsdary, maintains the register of shareholders and makes all returns required to be made by the Substdiary uider the laws of Madr ti& Tne MaJritiai Administrator is respois bie for a'l tax filings in Mauritius re ating to the Subsidiary. Tne ailthorised capital of the Subsidiary is US$ 5,000,000,100 and is divided into 100 management shares of nomiial valde US $1 .OO each, which are issued to the Compaiy; 4,000,000,000 class A redeemable participat:ng siares of noTiia! value US $1.00 each of which may be issiled as A shares ( " A Shares"). which may only be issued to the Company; a i d 1,000,000,000 redeemable participatlng shares of nomina! value US 51 .OO each of which may be issued to the Company in such classes of participat ng shares as the directors may determine with such preferred or qualified or other special rignts or restrictions whether in regard to voting, dividend, return of cap'tal or otherwise. Additiona' classes of shares may be issued issued to the Company at a later stage in accordance with the Sdbsid:ary's Const tution. The Sdbsidiary issues reg,steredshares oily. The Subsidiay has entered into a Custodian Agreement with the Custodian ana the Compaiy whereby t+e Custodial has agreed to act as custocian of the assets of the Subsidiary and the Company The Sdbsidiafy has appointed the Mauritian Auditor as auditor of the Subsid ary in Mauritius to perform the aud tor's duties required by M a u r i t u law. The Company and t i e Subsidiary shall issue consolidated accounts All assets a i d liabilities, income and expenses of the Sdbsidiary are consolidated in the statement of net assets and operat ons of the Company A!I investments held by the Subsdary are disclosed in the accounts of the Company Ail cash, securities and other assets of the Subsidiary are held by the Custodian o i behalf of the Company The board of directors of the Sdbsidiary may for efficient managewnt authorise a committee of directors to issue participatsng shares of the Silbsldiary on such terms as approved by t i e board The business and affairs of the Subs,d'ary are managed by the directors The directors of the Subsidiary are Mr. Geoff Radcliffe. Mr Frank Le Feuvre and Mr. Jean-C aude Wolter as non -resident directors and Mr. Couldip Basanta tala and Mr Dev Joory as resident dmrectors At any time. the directors of the Subsidiary will comprise a malority of directors who are also Directors of the Company The directors are responsible, intev alia, for estab ishing t i e investment objectives and policy of the Subsidiary and for monitoring the Subsidiary's investments and performance. Indian Investment Adviser t o the Subsidiary DSP Merrill Lynch Fund Managers Ltd Tulsiani Cnambers, West Wing, 11th floor, Nariman Point. MJmba. - 400 021. India Mauritian Auditor to the Subsidiary Pricewaterhousecoopers 6th Floor, terne House, Cnaussee, Port Louis, MaJritius Mauritian Administrator t o the Subsidiary IFS lnteriational Financial Services Limited The Subsdary acts solely 'n favour of the Company and its sole ob,ect is to carry out actwties In favour of the Company and tqe funds IFS Cou?, Twenty Eight, Cybercity, Ebene, Maufhus 17. The Subsidiary complies with the investment restrictions of the Company The Subsdary has appointed Merriil Lynch Investment Managers Limited as its investment manager and DSP Merrill Lynch Fund Managers Ltd to act as its lndlan Investment Adviser. Internationa! Financial Senms Limited ("IFSL"), Mauritius has been appointed by the Subsidiav as its adminlstrator and secretary (the "Maurit:an Administrator"). IFSL is a lead:ng offshore management company incorporated in Mauritius and licensed by the Financial Services Commission (FSC) to provide advisory and management services for iiternational businesses. Tie Mauritian Administrator carries on the general administration of the Subsidiary, keeps or causes to be kept the accomts of the Subsidiary and such fiiancia: books and records as are required by law or otherwise for tne proper conduct of its financial affairs. The Mailritian Administrator calculates the net asset value per share on each valdation day and the subscription price and redemption price in accordance with the Const,tution. The Mauritian Administrator 50 Merrill Lynch International Investment Funds Taxation of the Subsidiary and the India Fund Mauritius The Subsidiary shall hold a Category 1 Global Bus.nessLicence for the purpose of the Financial Services Development Act, 2001 ("FSD Act") and is liable to tax in Maur:tius at the rate of 1 5 % on its net income. However, the Subsidiary will be entitled to a foreign tax credit equivalent to the higher of the actual foreign tax suffered or a deemed tax creait of 80% of the Mauritian tax on its foreign source income. This will result in a max'mum effective income tax rate of 3% on foreign source income. The Subsidiary is not subject to capital gains tax in Mauritius. No tax on cap ta' ga ns will be payable in Mauritius on disposals by the Subsidiay of Indian secdrities. T+ere is no witiholding tax payable in Mauritius in respect of payments of dividends to shareholders or in respect of redemption or exchange of shares held in the Subsidiary The Subsidiary has obtained a tax residence certificate from the Mauritian auttlorit es and such certificatioi is determinative of i t s resident status far treaty purposes Accord.ngly, the Subsidiav qualifies as a resident of Mauritius for the purposes of the India/Maurit,us Double Tax Avo dance Treaty (the "Treaty") On th,s Appendix C bask, the Subsidiary is entitled to certain reliefs from Indian tax, Dividends on shares received from an Indian company on subject to the continuance of the cdrrent terms of the Treaty. which dividend distribution tax has been paid are exempt from tax in the hands of the shareholders Thus, m y dsvidends distnbuted by the Indian portfolio companies to the Subsidiary or, as the case may be, the India Funa are not subject to tax in India, provided t i e company payiig the d,v,dends pays a dividend distribution tax of 12 5 % (plus surcharge and education cess as applicable), Shareholders are not sdbject to any wealth, capital gams, iqcome, withholding, gift, estate, inheritance or other tax i i Maw tius (except for shareholders domickd, resident or havirlg a permarent establishment in Maurit8us). India The following are tne tax implications on the income earned by the Subsidiary or as the case may be, the Ind a Fund from Indian portfoiio companies Tie Subsid ary, or as the case may be, the India Fund, has income in the form of capital gains, income from dsvidends and income from interest A. 1 2 Tne tax consequences for the Subsidiary on account of the application of the Treaty, read with the provisions of the Indian Income Tax Act, 1961 ("ITA") are as followsCapital gams resulting from the sale of India1 secdr ties (including Foreign Currency Convertible Bonds) or Global Depositary Receipts ("GDRs") or American Depositary Rece,pts ("ADRs") issued by Indian companies will not be subject to tax in India, prov:ded the Subsidiary does not have a permaqent establishment in India, however, the purchase and sale of Ind a0 securities in a recognised stock exchange in India is subject to a SecuritiesTransaction Tax (STT) as discussed below. This tax has been recently introduced by the Finance (No 2 ) Act, 2004: Dividends on shares received from an Indian cornpaiy on which dividend distr,bution tax has been pald are exempt from tax in the hands of the shareholders Thus, any dividends distributed by the Indian portfolio companies are not be subject to tax in India, prov8dedthe company paying the dividends pays a dividend distribution tax of 12 5 % (plus surcharge arld eddcat.on cess '), 3. Interest income from Indian securities is taxed at the rate of Interest income from lndiai securities is taxed at the rate of 20% ( p l ~ surcharge s and education cess as applicable), (if the interest income arises out of the Subsidiary's or, as the case may be, India Fund's subscription to Foreign Currency Convertible Bonds, the iiterest will be taxed at the rate of 10% (plus swcharge a i d eddcation cess)); Capital gains from the sale of Indian securities held for 12 months or less is taxed as short-term capital gains at the rate of 30% (plus surcharge and education cess);. However, if the short-term capital gains arises on the sale of a !isted security in a recognised stock exchange in India, the rate of tax shall be 10% (phs surcharge and education cess) provided 5Tr as discussed below has been paid on such transfer: Capita: gains from the sale of Indian securities held for more thai 12 montns are taxed as long-term capital gains at the rate of 10% (plus surcharge and education cess) However, if the long-term capital gains arise on t+e sale of a !isted security in a recognised stock exciange in India, the same will not be subject to tax provided the Sn as d scussed below has been paid on such transfer All Indian taxes mentioned at A & B above are exclusive of the currently appl cable surcharge of 2 5 % (for companies) on the Ind an tax and education cess at the rate of 2 % on tax and SJrcharge In respect of dividend distribution tax mentioned in A 2 and B(i) above, the applicable surcharge is 10% on the Indian tax 20% (plus surcharge and education cess); (if the interest income arises out of the Subsidiay's subscription to Foreign Currency Convertible Bonds, the interest wili be taxed at the rate of 10% (plus surcharge and education cess)); B. The tax consequences for: The Subsidiary (in the event Treaty benefits are not available to tne Subsidiary); or (11) The India Fund. (I) are governed by the provisions of the ITA which are as follows: ' Education cess is an additional surcharge on income-tax and surcharge, The Subsidiav, of, as the case may be, the India Fund is liable to pay S T , The rates of STT with effect from 1 June 2005 are as follows: 0.1 % on purchase of equity shares in a company or units of equity oriented funds in a recognised stock exchange in India. 0.1 % on sa:e of equity shares in a company or units of equity oriented funds in a recognised stock exchange in Ina,a 0.02% on sale of equity shares in a compaiy or units of eqility oriented funds in a recognised stock exchange in India where the contract for sa:e is settled otherwise then by the actual del.very or transfer of share or unit. 0.0133% on sale of der;vat;ves in a recognised stock exchange in India. introduced by the Finance (No.2) Act, 2004 and continued under the Finance Act 2005. Merrill Lynch InternationalInvestment Funds 51 Appendix C 0.2% on sale of units of an equity oriented fund to the Mutual Fund. 19 In the event the gains on sale of shaves is taxed under the head, both categopiesof fees will vary according to the country of investment and, in some cases, according to asset class Investments in bonos a i d developed equity markets will be at the lower end of these ranges, while some investments in emergiig or developing markets will be at the upper end Thus the custody cost to each Fund wiil depend on its asset allocation at any time "Profits and Gains of Business or Profession" the Subsidiary (11case thf Subsidiary is held to have a permanent establishment in India and such gains are attributable to the permanent establishment) or, as the case may be, t i e lnoia Fund, will be liable to tax at t i e rate of 40% (plus surcharge and education cess as indicated above) Credit for STT paid will be available agaiist income tax on income arising from transactions on which STT has been paid. The Transfer Agent receives a n n m fees calculated according to (a) the number of holdings (ranging from US89 to US825 per holding), (b) transaction processing (rangiqg from US82 to USB13 35 per Special Risk Considerations for the India Fund The India Fmd invests throdgh the Subsldiary, which invests 'n lndiai portfolio companies under the SEE1 (Foreign Inst,tutional Investors) Regulatiois, 1995 The India Fund may also invest directly or tirough its Subsidiary in foresgn securities issued by India? companies Investors should i o t e that the Subsidiary relies upon the prowsions of the Treaty to miiimise, so far as possible the taxation of the Subsidiary No assurance can be given that the terms of the Treaty will not be sub,ect to review in the f u t m and any change could have a mater,a adverse effect on the returns of the Subsidsay. The repeal o' amendment of the Treaty, a change in the Maurit us or Indian domestic tax laws, or a change of policy of the Maurdm or Indian tax aatbowes may adversely affect the tax treatment of the investment of t i e lidia Fund and/or the taxation of the Subs diary and, as a conseqmw, the value of the India Fund's siares There c a i be no assurance that tne Treaty will continue and will be in full force and effect during the life of the Subsidiary T'le current status of the Treaty is that following the issue of assessment orders against certain Mauritian resident companies deriving benefits under the Treaty during 2000, the Indian Central Board of Direct Taxes ("CBDT") issued Circular 789 (the "Circu'ar") on 13 April 2000. The Circular clarified that a certificate of tax residence issued by the Maurit,an tax authorities was sufficient evidence for accepting the status of the resideice as well as beneficial ownership for purposes of applying the Treaty. The Supreme Court has receitly dpheld the validity of the Circular. Accordingly, the Subsdary should be eligible to claim the benef,t of the Treaty. It is to be noted that a curative petition has been fi+d in the Supreme COUZ against the above order. The Supreme Court has not yet admitted th:s petition. The Directors will keep under review the progress of this petition and may at any time implement a policy to pwvide for any potential tax liability in the price of the Shapes. Any such provision will be affected in the Net Asset Value transaction, depending on the transaction type), and (c) Fundhhare class annual maintenance fees (ranging from USB2.000 to USB20.000 depending on the nJmber and type of FunddShare Classes). The Fund Accountant receives aiiual fees calculated according to the Net Asset Value of each Fund, ranging from 0 01 5% to 0.023%. 20 the Net Asset Va!ue of each Fuid, as shown in Appendix E. 52 Merrill lynch International lnvestrrent Funds The Investment Manager, in its capacity as Principa! Distributor, is entitled to receive the initial charge of up to 5 % of the price of the Class A Shares issued, where levied, the initial charge of up to 2% of the price of the Ciass D Shares issued, where levied. the initial charge of up to 3% of the Net Asset Value of the Class E Shares issued, where applicable and levied. the CDSC on redemptions if the Investment Manager is acting as distributor; any delayed init,al charge on Class A or Class E %ares, respectively. the Investment Manager's charge on unduly frequent conversions of any Class of Shares (see paragraph 20 of Appendix 8). and any dist: bdt o i fees 21 Subject to the approval of the board of Directors, the Management Fee for any FJnd may be increased up to 2 25% by giving snareholders a t least three months' prior notice Any increase to the ManageTent Fees above this level would require approval of siareholcers at an extraordinary general meeting. At least orle monto's notice will be given to shareholders of any increase in the rates of other fees and charges specified in th s Prospectus, unless prior shareholder consent is required under tne Company's Articles when at least one month's notice will be given from the date of such consent. of the Fund. Fees, Charges and Expenses The Investment Manager is entltled to management fees based on 18 The Custodiaq receives annual fees, baseu on the value of securities. which accrue daily, plus transact on fees The annual fees range from 0 01 1 % to 0 608% per a n n m a i d the transaction fees range from US813 to USB157 per transaction. The rates for 22. The Investment Manager is entitled at its sole discretion and without recourse or cost to the CoTpany to rebate all of or part of its fees and charges and to pay commsssion to any investors (including discounts on c+arges to directors and employees of the Appendix C Investment Maiager a i d its affiliates) or its distribdor or agents i are fixed pursuant to local law or regulation and, therefore, are not i respect of any subscript,ois for, redemption or hold,ngs of, Shares. 23. The Company bears all expenses incurred in the operation of the silbject to 0egot:ation. 29 Company (whether incurred directly or by the Management Company, the Custodian, the Paying Agents, the Fuid Accountant, the Principal Distributor, the Transfer Agent, t i e Investment Manager and its affiliates, or the Investor Service Centre), including, without limitation, taxes, expenses for legal and auditing services, costs of printing proxies, share certificates, shareholders' reports and statemeqts. prospectuses and other offering documeits and other required documentation, the expenses of issue and redemption of Shares and payment of dividends, foresgn exchange costs arising in the calculation of trle dealing prices in the commissions and other terms of business are generally comparable wit? those available from unassociated brokers and agents in the mar<& concerned, and (b) this is consistent with the above policy of obtaining best net results Consistent with the above po'icies, it s anticipated that a proportion of the Company3 investment traisactions will be executed through ML Group broker dealers and that they will be amongst a relatively small group of global firms whlc+ may each be assigned a larger proportion of transactions than t+e proportion assigned to any other firm additional Dealing Currencies. registrat,oo fees dJe to supervisory aJthorities in various jurisdictions and o t w r related expenses, fees a i d out-of-pocket expenses of the Dmrectors of the Company, insurance, interest. Iistiig a i d brokerage costs, and t i e costs of computation and publication of Net Asset Va8uesand prices The expenses borne by the Company also include costs incurred by distributors and agents in complyng with local regulatory requirements and other costs specifically incurred by them with the approval of the Directors 30 24. If a Func is closed at a time when any expenses previodsly al ocated to that Fund have not been amortised in f d , the Directors shall determine how the outstanding expenses should be treated, and may, where appropriate. decide that the outstandiig expenses should be met by the Fund as a liquidation expense. 2s. The operating costs of the Subsidmary includ ng the fees for the Mauritiai Administrator, estimated at approximately US5 36,800 per year, are borne by the Subsidiary There are no management fees borne by the Subsidiary 26. The India Fund will be launched upon its merger with tne Merrill Lynch Specialist Investment Funds - India Fund and the unamortized expenses of that fund will be carried over to the India Fund as part of tne merger process. When arranging traisactions i i secur,ties for the Company, compaiies in the ML Group may provide securites brokerage, foreign exchange, banking and other services, or may act as pr ncipal. o i their usual terms and may benefit therefrom Commissions wilt be paid to brokers and agents in accordance with the relevant market pradice a i d the benefit of any bulk or other commission discounts or cash commissions rebates provided by brokers or agents will be passed on to t+e Company The services of ML Group companies w II be used by the Investment Advisers where it is coisidered appropriate to do so provided that (a) their Subject to the foregoing, and to any restrictions adopted by the Di'ectors o r set forth in the Articles, the Investment Manager, the Investment Advisers and any other ML Group company, and any directors of the foregoing, may (a) have an interest in the Company or in a i y transaction effected with or for t, or a re]ationsiip of any descript on with a i y other person, which may involve a potential conflict with their respective duties to the Company, and (b) deal wit1 or othenv se use the services of ML Group companies in connection with the performance of such duties, and none of them will be liable to account for any profit or remunerat.on oer:ved from so doing For example, such potential conflicts may arise because: (a) the relevant ML Group company undertakes business for other clients; (b) Relationships with the ML Group 27. The ultimate holding company of the Maiagement Company, the Investment Manager and the Investment Advisers is Merrill Lynch & Go, Inc , a company incorporated in Delaware, USA 28 Sublect to any pol.cies established by the Directors. when arranging investment transactions for the Company, the Investment Advisers will seek to obtain the best net results for the Company, taking into account suci factors as price (including the applicab'e brokerage commiss on 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. Therefore, wh,lst the Investment Advisers general!y seek reasonably competitive commission rates, the Compaiy does not necessarily pay the lowest commissm or spread available. In a number of developing markets, cornm,ssions (c) any of the relevant ML Group company's directors or employees is a d rector of, holds or deals in securities of, or is otherwise interested in, any company the securities of which are held by or dealt in on behalf of the Company, the traisaction re ates to an investment in respect of which the re evant ML Grodp company may benefit from a commission, fee, mark-up or mark-down payable otherwise than by the Company, as agent for the Company in relat on to traisactions in wh,ch it is also acting as agent for the account of other clients of ML Group companies, (0) a ML GroJp company may act (e) a ML Group company may deal in investments andlor cuwicies as principal with the Company or any of the Company's shareholders; Merrill Lynch International Investment Funds 53 Appendix C (f) tne transaction is in units or shares of a coilective investment 08536, New Jersey, USA as its stockle1d:ng agent. MLIM LLC has the discretion to arrange stock loan5 with highly rated specialist financial institutions (the "counterparties"). Such counterparties can include associates of MLlM LLC. Collateral, in the form of cash, could be subsequently invested in money market instruments with a rating of A-1 or er;uivalent. Collateral is marked to market on a daily basis and stock loans are repayabie upon demand. At the cost of the Company, MLlM LLC receives remuneration in re!ation to its activ!t;esabove. Such remuneration shall not exceed 50% of the revenue from the activities. scheme or any company of wh ch any ML Group compaoy is t i e manager, operator, banker, adviser or trustee, (9) a ML Group company may effect transactions for the Company invalv ng placings aid/or new issiles with another ML Groap company which may be acting as principal or receiving agent's commission. 31. As described above, securities may be held by, or be an appropriate investment for, t i e Company as we!l as by or for other clients of the Investment Manager, the Investmerlt Advisers or other ML Group companies. Because of different objectives or other factors, a particular security may be bought for one or more sdch c:ients, when other clients are selling the s a w security. If purchases or sales of securities for the Company or such clients arise for consideration at or about the same time, such transactions wil' be made, insofar as feasible, for tne relevant clieits in a manner deemed equitable to al:. There may be circumstances when purchases or sales of securities for one or more ML Group c!ients have an adverse effect on ot+er ML Group clients. 32. With respect to the Funds (or porhon of a Fund) for which it provides investment management and advice, FAM L.P. a i d any of its connected persons may effect transactions by or tirough the agency of another person wmth weom FAM L.P. and any of its connected persons have a i arrangement under which t i a t party will from time to time prov de to or procure for FAM L.P. and any of its connected persons goods, services or other benefits such as research and adv sory services, computer hardware associated with specialised software or research sevices and performance measures etc., the nature of which is such that their provision ran reasonably be expected to benefit the Funds as a whole and may contribute to an improvement in the Funds' performance and that of FAM L.P. or any of its connected persons in providing services to the Funds and for which no direct payment is made but instead FAM L.P and any of its connected persons undertake to place business with that party, For the avoidance of doubt, such goods and services do not include travel, accommodation, entertainment, general adm:nistrat,ve goods or services, general office equipment or premises, membersiip fees, employee salaries or direct money payments. Soft doliar commiss:ons may be retained by FAM L.P. or any connected persons of FAM L.P provided that the brokerage rates are not in excess of customary institutional full-service brokerage rates. 33. For investments in the units of other UCITS and/or other UCls that managed, directly or by delegation, by any ML Group company, no management, subscript:on or redemption fees may be charged to the Company on its investment in the units of such other UCITS and/or other UCIs. aee 34 Witn reference to Paragraph 3 5 of Appendix A, the Company has appo nted Merri I Lync? Investment Managers, LLC ("MLIM LLC"). having its registered office at 800 Scudders Mill Road, Plainsboro. 54 Merrill Lynch International Investment Funds Statutory and Other Information 35 Copes of the following documents (together with a ceqified trans ation thereof where relevant) are avai'able for inspection during usual business hours on any weekday (Saturdays and Public Holidays excepted) at the registered off,ce of the Company and at the offices of Merrill Lynch Investment Maiagers (LuxeTbourg) S.A., 60 route de VPves, L-2633 Senlingerberg, Luxembourg (a) the Articles of Assoc ation of the Company, and (b) the material contracts entered into between the Company and its functionaries (as varied or substituted from time to time). A copy of the Articles of Association of the Company may be obtained free of charge at the above addresses Appendix 0 Appendix D - Authorised Status Austria services of Ceitra'ising Correspopdent in France T?is Prospectus is available The Company has notified the Federal Ministry of Finaice of its inteniion to distribute its Shares in Austria under Afiicle 69 of Ibe Bank,ng Act in connect 01 with Art cle 36 of tbe Investment Fund Act 1993 Tnis Prospect& is available in a Gerrnai language version, which includes additional information for Austrian investors in a French langdage version tbat inc'udes additioral information for French investors The additional information for French investors should be read in conjwtt on with t i e Prospec:us Documentation relating to the Cornpaly car be inspected a: the offices of Credit Agr,cole Indosuez, 91-93, boulevard Pasteur, 75710 Paris Cedex 15, France, dJring normal business hours and copies of the docurneniation can be obtained from them if reqLired Bahrain Approval has been granted by t i e Bahrain Monetary Agency to market tbe Company in Bahrain. subject to its regulatiors on the General Supewioi, Operation and Marketing of Collettive Investment Schemes 1he Agency takes no responsibility for the financial soundness of tbe Compaiy or for the correciiess of aiy statemei; made or expressed in re'ation :beveto Belgium Tbe Company nas been registered with the Banking and F nance Commissior in accordance w,t+ Article 130 of t+e Act of 20 July 2004 relating to financial transac:iom and t i e fiiancial markets Tbe French language version of tb s Prospecxs distributed in Belgium includes addi:ional information for 3elgian investors Germany The requiremei:s of Section 15c of :he German Foreign Investment Act have been met and the Company's Siares may be disv'buted public'y ir :he Federa' Republic of Germany Tiis Prospectusis available in a Gepman language version, which includes additioral information for German investors Gibraltar Tie Company has obtained the status of a recognized scheme under Settion 24 of the Gibraltar Financial Services Ordinance, 1989. By virtue of a confirmation from the Financial Services Commission the Company may publicly distribute its Shares in Gibraltar. Greece Brunei Approval has been granted to the Company by the Capital Markets The Company's adm'nistrator in Bruiei is Tbe Hong Kong ard Shangha Banking Corporation Limited. BrJrel Darussalam, who holds a license to d stvibute Shares of the Company pursuant to Section 7 of the MJual Funds Order 2001 Shsres may only be publicly distributed in Bruiei by ?he Company's Bruvei admiris:ra:or Commit:ee in accordance w:th the procedures of Articles 49a and 49b of the Law 1969/1991, to distribute s:1 Shares in Greece. This Prospectus IS ava:lable ir! a Greek language translariot. It must be noted that the relevant Capital Markets Committee guidelines provide that "Mutual Funds do not have a guaranteed retbrn and That previous performance does not secure future performance". Chile The Company has obtained the registration of certain Funds witb the Risk Classification Ccmmission IP Chile followirg an appl,ca:ion by a local pension fund manager The Compaiy's Shares may on y be so'd to ceqain Chilean pension funds Denmark Approvai has been granted to t k Company by the Dan sh Finaicial Supervisory Authority (Finanstilsynet) in accordancewith Sections 11 and 12 of the Danish Act o i Investment Associations, Special-Purpose Associatiors and other Collec:lve livestment Schemes etc (Conso1ida:ed Act no 768 of 19 July 2005) to market its Shares to institutional investors in Dermark The simp' fled prospectus as well as certain inforwa:ion on taxation is available in Danish Finland The Company has notified tne Financia:Supevision AL?ho:ity ir accordance with Section 127 of tbe Act on Common Funds (29 1 1999148)and by virtde of coifirmation from the FinancialSupervision Au:hority the Company m y publicly distribute Jts Shares in Finland Th s Prospems and all other information and documents that the Cornpary must publish in Luxembourg pursuant to applicable Luxembourg Law are trais'ated into Finnish and are available for Finnish investors at the offices of the appointed distributors in Finlard France The requirements of General Regli'ation of the "Autorite des Marches Finaiciers" (the "AMF") having been met, the Company has beer: autiorised to market its Shares in France Credit Agr cole lndosuez will perform the Guernsey Consent under the Control of Borrowing (Bailiwick of Guernsey) Ordqnances, 1959 :o 1989. has beer okained to the circulation of th.2 Prospectus IC Guernsey Neitier the Guernsey Financial Services Commission nor the States Advisory and Finance Committee takes aiy responsibhty for t k financial soundness of the Company or for the correctness of any of the statement5 made or opiniops expressed wi:h regard to it Hong Kong The Company is au:horised as a mutual fund corporation by the Securities and Futures Cornmissior in Hong Kong. The Commission takes no responsib.lity for the financial soundnessof any schemes or for the correctness of any statements made or opinions expressed in this Prospectus. This Prospectus is available for Hong Kong residents in both English and Chinese Investors using the Epglish language Prospectus should read the Prospechs in coijunction with the Hong Kong addendum, which contains addirional irfo-matioi for Hong Koig res:dents. This additional informatior, is also contained ir: tile English/Chinese Summary of Prospectusthat is available for Hong Kong investors who are considering applying for Class A shaves o:ner than through Merrill Lynch The Company's representative in Hong Kong is Merrill Lynch Investment Managers (Asia) Limited. Ireland The requirements of Regulai,ons 86 and 90 of the European Communities (Undertakirgs for Co'lective 1nves:ment IF Transferable Securities) Regulations. 1989 havirg been met, tbe Central Bank of Ireland has Merrill Lynch International Investment Funds 5 5 Appendix D corfirmed that the Company may market its Shares in Ireland (subject to the provis,ons of Regulatioi 87) AlBlBNY Fund Maiagement Limited will peeform tne services of fac. y:i agent in lreiand Docmentation re'ating to the Company can be irspected a: AIB/BNY Fund Maiagement Limited's offices at Guild House, Guild k e e t , IFSC, Dublin 1, Ireland during normal bus ness i-ours and copies of tqe documentdtioi c a i be obtaiied from tbem if requ red AIB/BNY FLnd Maiagemert Limited will also forward any Malta The Company has been authorised as a Collective 1nves:ment Sc'leme by the Malta Financial Services Centre ("MFSC") in respect of certain Funds Such authorisation does not constitute a wavranty by the MFSC as to tbe performance of the Company and the MFSC shall pot be liabie for the performance or default of the Company. redernptioi or dividerd paymer: requests or ary complaints relat ng to the Netherlands The Company bas notified the Netherlands Authority for the Financial Markets (Autorkt Financiele Markten) in accordance with sect on 17 of the Investments Ins:.tut,ons Act (wet toezicht beleggingsinstellirge~)and by virtue of a conf.rmation from the Netherlands Authority for tbe Financia! Markets may offer its Shares to the public in the Netherlands Tnis Prospectus and al: other information and documents that the Company must publish in Luxembourg pursuant to applicable Luxembourg laws are translated into Dutch and are held availab!e by Merrill Lynch N.V., the represenia::ve of the Company in the Netherlands Covpany to the Transfer Agert Iceland Ti-e Company has notified ti-e Iceland c Financ al SLpervision AuThority (Fjdrm6 aeftirliti ) in accordance with Sec:ion 43 of the Act No 30/2003 on Undertak ngs for Collenive Investment i i Tramferable Securities (KITS) and livestmeit Funds regarding foreign irvestmen: undertakings' rights to offer UCITS-fJids in lcelaid By virtue of confimat on f*rm the Icelandic Financial Supervision AJtkOrty the Company may market and sell its Shares in Iceland This Prospectusand all other informa:ion and docJments tbat the Company must pub18shin LuxernboLrg pmuant to appiicable Luxembourg Law are not translated into Ice'andic as the Company's S h e s are only inteided to be offered to professional investors in Iceland Italy The Company has obtained the reg stratior. in Italy of certain Funds from ti-e Commissior.e Nazionale per le Societd e la Borsa (CONSOB) and from the Baica d'lta:ia pursuant to article 42 of Legislative Decree no. 58 of 24 February 1998 and imp1emen:ir.g regulations. Tlle offering of the Funds can on!y be cawed out by the appoirlted distributors indicated in the Italian wrapper (New Subscription Form) in accordance with the procedures indicated there:n. The Italian translatior. of this Prospectus is avaiiable for Italian investors together with the Ital,ai wrapper and the other documents indicated in the ltaiiai wrapper at the offices of the appointed correspondent balk of the Company Jersey The consent of the Jersey Financial Services Commission (:he "Commission") has been obtained pursJant to the Control of Borrowing (Jersey) Order 1958, as amended, to raise money in the Is'and by the issue of Shares of the Company and for the d,sVibl;t:on of this Prospectus.The Commission is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against liability arising fro71 the dxharge of its funaions under that law Korea A regis;ration statement for the distr:bdaor of Shares in the Company to the public in Korea has been filed with the Firarclal Supervisory Commission in accordance with the Ind4rectInvestment Assets Management Business Adof Korea a i d its regulations thereunder Macau Au:howt,on is given by the Antondade Monetaria De Macau for the advert siqg and marketing the Company and certain registered sub-funds in Macau i i accordarce with Article 61 a i d 62 of Decree Law No 83/99/M of 22 November 1999 This Prospectus is available to Macau residents in both English and Chinese 56 Merrill Lynch International Investment Funds Norway Tie Company has rotlfied the Banking, Iisurance and Securities Commission of Norway (Kredit: :synet) ir accordance with the Securities Fuids Act of 1981 and the RegJlatlon of 1994 regarding foreign investment undertakings rights to offer UCITS-flrids for sale in Norway By virtue of a confirmation letter from the Banking, Iisgrance and Securities Commission dated 5 March 2001 the Company may market and sell its Shares in Norway Peru The Shares of the Company will not be registered i i PerLi under Decreta Legislativo 862: Texto Unico Ordenado de la Ley del Mercado de Valores. as amended, and may only be offered and sold to ir;sti:utional investors pursuant to a private placement. The Company has obtaired registration in Peru of certa r. Funds with the Superintendencia de Banca, Seguros y AFP pursuart to Decreta Supremo 054-97-EF Texto Unico Ordenado de la Ley del Sistema Pr:vado del Fondo de Pensiones, as amended, and the rules ard regulations enacted thereunder, Poland The Company has notified the Polish Securities and Exchange Commission (Komisja Papierow Wartoiciowych i Gield) of its intention to distribule its Shares in Poland under aqicle 253 of an Act or. iaves:mert funds (Dz. U. 04 146.1546). The Company has established its represeitative and payment agent in Poland. T k Company is obliged to publish in the M s h language :his Prospectus, simplified version of Prospectus. annual and semi-annual financial reports and other documents ard information reql;ired by the provisions of lam of the state wbere it maintains its head office The Company d:stributes its Shares in Poland by authorised distributors on!y. Portugal In Poqugal, the Comissao do Mercado dos Valores Mobilihrios bas issued notifications of no objeaion to the marketing of certain FJnds by several distributors (according to the list of Funds contained in the respective non objectlon no:ifications) with whom the Principal Distributor has entered into distribution agreements Appendix D Singapore The offer or invi:a:ion of Shares of tne Company which is the subject of th s Prospectus is only a!lowed to be made to accredited investors and ro: tne retail public in 5 ngapore. Moreover, the Prospecws is not a prospectus as defined i t the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"). Accordingly, statutory liability under the SFA in relation to the content of prospectuseswould not apply. You should corsider carefully wbether the investmen: is siltable for you. The Company s regulated under Pan I of :le Luxembourg Law of 20 December 2002 (the "2002 Law"), as amended, relating to undertakings for collective investmeit and is subject to the supervision of the Commission de Survei'lance du SecteLr Fiiancier (the "CSSF") The cor:act details of t i e LLxembourg CSSF are as follows Address: 110. route d'Arlon L-2991 Luxembourg This adthorisation is r o t to be corsidered as a positive assessvei: made by this supervisory authority of the quality of t+e Sbares offered for sale The Investment Manager of the Company, Merrill Lynch Investment Managers (Channel Islands) Limited, is regulated by the Jersey Financial Serv:ces Commission. T i e cortac: details of the Jersey F.nanc a! Services Commission are as foliows: Address. PO Box 267 Nelson House David Pace St Helier Jersey, JE4 8TP Channel Islands This Prospectus has not been reg:steredas a prospectus w r h the Moretary Authority of Singapore. Accordingly, this Prospealis and any other document or material in connection wi:h tne offer or sale, or invitation for subscription or pdrchase, of Shares may not be circulated or distributed, nor may Shares be o'fered or sold, or be made the subject of an invitation for silbscr ption or purchase, whsher directly or ind rectly, to the pub'ic or any membe: of the public in Singapore other than (i) to an institutional investor specified in Section 304 of the SFA, (11) to an accredited investor, and in accordarce with the conditions, specified in Section 305 of the SFA or (111) otherwise pursuant to, and in accordance with the cond,tms of, any o:kr applicable provis on of the SFA. Spain The Company has obta ned the registration of Class E Shares of cenain Funds wi:h trle Comisidn Nac:oral del Mercado de Valores in Spaii Class E Shares of these Funds may be distributed to the public r Spain tnrough distributors appointed by the Principal O i s t h t o r Sweden TPe Compary has notified the Financial Supervisoy Au:hority in accordance with Section 7 b of the Securities Fund ACi (1990 1 1 14) and by virtue of a confirmation from the Financial Supewisory Adthority the Company may pub1cly distribute its Shares *nSweden Switzerland T i e Swiss Federal Bankiig Commission has authorised Merrill Lynch Investment Managers Limited (London), Zurich Branch, as the Company's Swiss repesentatve. ta offer and dis:ribute the Sbares of each of the Company's Funds in or from Switzerlard in accordance with Article 45 of the SW~SSFederal Law on lnvestrnert Funds of 18th March 1994 A German language versioi of this Prospectus is available which also includes :he additional inforTation for Swiss investors in Appendix F of this Prospectds Taiwan The Company has obtaired the registration of certain FLnds wit1 the Securities and Exchange Commission ("SEC") in Ta,wan, fol:ow,ng an applicat,on by a loca securities irvestment consulting enterprise ("SICE") The Shares may be distributed under the rules of tne SEC and in accordance witb t'lc Securities and Exc9ange Law Shares may be recommended by the SICE for pbrchase by its cutomers or directly to customers of authorised banks United Kingdom The conter::s of tPis Prospectus have been approved solely for the purposes of secion 21 of the UK Financial Services and Markets Act ZOO0 (the "Act") by the Company's UK Dis:ributor, Merrill Lynch Investment Managers Limited. 33 King William Stree:, London EC4R 9AS (which is regulated by the Financia; 5erv:ces Authority in the conduct of investment business in the UK) The Company has obta,ned the status of "recogr.ised scheme'' for the purposes of the Act Some or all of the protections provided by the UK regulatory system will roi apply to investments in the Company. Compensation under the UK Investors Compensat on Scheme will generally not be availabe. The Company prov:des the facilities required by the regulations governing such schemes at the offices of Merrill Lynch Investment Managers Limited. UK bea*er shareholders should contact the UK D stributor for the arrargements that will apply to them. An applicart for Snares will not have the r:ght to cancel his application under the UK Financia; Services AEthority Conduct of Business Rules. Further details or: Merrill Lyrch 1nternat;onal Investment Funds can be obtained from the UK Dis:r,butor's Broker Suppor; Desk in Lopdon, telephone: 08457 405 405. USA The Shares WII' not be registered under the US Securities Act of 1933, as ameided ( h e "Secur ties Act") and may not be directly or indirectly offered or so'd in tne USA or aiy of its territor es or possessions or areas subject to i:sjurisdiction or to or for the benefit of a US Person The Company will not be registered uider the US Investment Company Act of 1940 US Persons are not permitted to own Shares Attention is drawn to paragraphs 3 and 4 of Append x B wh,ch specify certain compulsory redemption powers and define "US Person" Generally The d:stributon of this Prospectus and the offering of the Shares may be au:horised or restr,cted in certain other jwisdictions. The above information is for general guidance oily and it is the responsibilityof any persons in possession of th's Prospectus a i d of any persons wishing to make applicatioi for Shares to inform themselves of, acd to observe, all appl:cable laws and regula:ions of any relevant jurisdictions. Merrill Lynch InternationalInvestment Funds 57 Appendix E Appendix E - Summary of Charges and Expenses Class A Clas B Class C Class D Class E Class I Class C Class X Class A 5.00% 0 00% 0.00% 2.00% 3.00% 0.00% 0.00% 0.00% 5 00% 0 00% 0 00% 3 00% 1 50% 1 50% 0 75% 150% 0 00% 100% 0 OG% 1 00% 4 00% to 0 00% 1 25% 1 00% to 0 00% 0 00% 0 00% 0 50% 0 00% G 00% 0 00% 1 00% 4 00% to 0 00% 0 00% 0 00% 1 50% 100% 100% 0 00% 0 00% 0 00% 0 00% 0 00% 0 55% 0 00% 0 00% 0 00% Class A 5 00% 0 00% 0 00% Class B 0 00% Class E Class J Class Q Class X 100% 100% c 0 00% 1 go% 1 50% 1 50% Class 0 1 OG% 0 75% 1 00% 4 00% to 0 00% 1 25% 1 00% to 0 GO% 0 00% 0 00% C'asr E Cms f 3 00% 0 00% 150% 0 00% 0 50% 0 00% Class X 0 00% 0 00% 0 00% Cles A Class a Class C Class E Class I class G C!ass X 5.00% 1.35% 1.35% 1.35% 0.00% O.Oa% 1 00% 4.00% to 0.00% 1 25% 1 00% to 0.00% 0.50% 0 00% 0.00% 0.00% CldS Class A 0 00% 0 00% 3 00% 0.00% 1.35% 0 00% 1.35% 0 00% 0 00% 0o w 0 00% 0 00% 0.00% 1.25% 4.00% to 0 GO% 0.00% O.OG% 100% 100% 100% 0 00% 0 00% 1 00% 4 00% to 0 00% 1 25% 1 00% lo 0 00% 0 50% 0 00% 0 00% 0 00% Class C Class E 3 00% Class X 0 00% Class A Class 0 2.00% 2.00% 2 00% 1 CO% 2 GO% 0 00% Class J 5.00% 0 00% 0 00% 2 00% 3 00% 0 00% 0.00% Class 0 Class X 0 00% 0 00% 2 00% 0 00% 0 GO% 0 00% 1 2 5 % 400% to000% Class A Class B Class C Class E Class 1 5 00% 0 00% 135% 135% 0 00% 135% 0 00% Class 9 Class X 3 00% 0 00% 0 00% 0 00% 0 00% Class A Class B 5 00% 0 00% 1.50% Class C 0.00% Class D 2 00% Class E 3 00% 0 Do% Class C Class 0 Class E Class J Class Q 0 00% Class X 0 W% 0 00% Class A Class B 5 00% 0.00% Class c Class E 0.00% 1.25% M O % tOO.OD% Class Q Class X Class E 5 00% 0 00% Class C 0 00% Class E Class J 3 00% 135% 1.35% 1.35% 1.35% 0.50% 0.00% 0 00% 0.00% 0 00% 0.00% Class Q 1 35% 1 25% 4.00% to0.00% Class X 0 00% 0 00% 0.00% 0 00% Class A 5 00% 0.00% 1.00% 4 00% to 0 00% 0 00% O.W% Class B 0 00% 150% 150% Class c 0 00% 150% Class 0 Class E Class 1 Class X 2 00% 0 75% 0 CO% 1 00% 4 00% to 0 00% 1 25% 1 00% to 0 00% 0 00% 0 00% 3 00% 150% 0 50% 0 00% 0 00% 0 OC% 0 00% 0 00% 0 00% 0 00% 0 00% 58 Merrill Lynch International lnvestrrent Funds 5 00% 0 00% 0 00% 1 .OO% 0 00% 0 00% 0 00% 0 00% 1 00% 4 00% to 0 00% 125% lOG%ioOW% 0 50% 0 W% 0 00% 0 00% 1 00% 4 00% to 0 00% Class B Class C Class A Class B OW% As from 135% 0 55% 1 .SO% 1 SO% 0.75% 1.50% 0.00% 1 SO% 0 00% 0 00% 1 00% 4 00% IO 0 00% 1 25% 1 00% to C 00% 0 00% 0 50% 0 00% 0 00% 0 00% 0 00% 0 00% 0 00% 1 25% 1 00% to 0 00% 0 50% OW% 0 00% 0 00% 100% 400% tOOW% o 00% 0 00% 0 00% 1.00% 4 00% to 0 00% 0 00% 1.00% 4.00% to 0 00% 1.25% 100%toOOO% 0 00% 0 50% 0 00% 0 00% 0 00% 0.00% 1 25% 4 00% to 0 00% 0 00% 0 00% oo w 0 00% 1 .OO% 1 .OO% 1 .OO% 1.00% 1.15% 1.25% 1.00% toO.W% 0.50% 0.00% 1.25% 4.00% to 0.00% 0 00% 0.00% 0.00% 3.00% 0.00% 1 00% 4 00% to 0.00% 0 00% 29 M a y 2006,the fee table for the Euro Bond Fund shall read: Class A Class B 5 00% G.OO% 0.75% 0.75% Class C 0.00% 0.75% 1.00% 4.00% to 0.00% 1.15% 1.CO% to 0 00% Class E 3.00% 0.75% 0.50% Class I 0 00% Class Q Class X 0 00% O.W% 1.15% 0.00% 0 00% 1.25% 4 00% to 0 00% D 00% 0.00% 0 00% 0.00% 0 00% 0 00% 0.00% Appendix E I Class A 0 00% 0 75% 0 00% 0 00% Class E c CO% D 00% Clasr C Class E Class J 0 00% 0 00% 0 00% 0 75% 0 75% 0 00% 0 00% 0 75% G 00% 0 0096 0 25% 0 00% 0 00% 0 OG% 0 00% 1 00% 4 00% to 0 00% 1 25% 1 00% to 0 00% 0 50% 0 00% 0 00% 0 00% Class 0 0 00% 0 75% 0 00% 0 00% 0 00% 0 00% 0 00% 0 00% Class X 0 00% 0 00% 0 00% 0 00% Class A 5.00% 150% 0 c095 0 00% 150% Clasr A Class B 1 50% 0 00% 0 00% 0 00% 1 00% 4 00% to 0 00% 5 00% Class B Class c 0 00% 1 5C% 1 00% 4 00% to 0 00% 0 00% 2 00% 1 25% 1 OG% to 0 00% 0 00% 0 00% Class C Class D 0.00% 2 00% 15C% 0 75% 0 75% 0 50% 0 00% c 00% 0 00% Class E Class J 3 00% 0 00% 150% 0 00% 1 25% 1 00% to G 00% 0 00% 0 50% 0 00% 0 00% 0 00% 1 25% 4 00% to 0 GO% 0 00% 0 00% Class Q Class X 0 00% 0 00% 100% 0 00% 1 00% 4 00% to 0 00% 0 00% 0 00% Class A 5 00% 0 00% 0 00% 100% 100% 100% 0 00% 0 00% 1.00% 4 00% to 0 00% 1 25% 1 00% to 0 00% Class E 3 00% Class J c 00% 1.00% 0 00% Class A 5 00% 100% Class B 100% E 0 00% 0 00% 3 00% 100% Class J 0 00% Class X Class c Class Class D Class E Class J Class Q Class X Class A Class B Class C Class D Class E Class J Class Q Class X Class A 3 00% 0.00% 100% 150% 0 00% 0 00% 150% 0 00% 115% 0 00% 5 00% 0 00% 1.50% 0 00% 2 00% 0 75% 3.00% 0.00% 0 00% 150% 0 00% 0 00% 0 00% 0 00% 0 00% 1 00% 4 00% to 0 00% 1 25% 1 00% to 0 00% 0 00% 0 CO% 0 50% 0 00% 0 00% 0 00% 1 25% 4 00% to 0 00% 0 00% 0 00% 5 00% 175% 0 00% 150% 150% 115% 100% 0.00% 0.00% 1.00% 1 .OO% 4.00% to 0 00% Class C 0.00% 3 00% 1.OO% 1.OO% 0.50% 0 00% 1.15% o.ooo/. 0.00% 0 00% Clars X 0.0046 0 50% 0 00% 0 00% 0 00% 0 00% 0 00% 115% 0 OG% 175% 0 00% 0 00% 1 00% 4 00% to 0 00% 0 00% 2 00% 175% 100% 1 25% 1 OG% to 0 00% 0 00% 0 00% 175% Class 1 Class Q 3.00% 0 00% 0 00% 0 00% 175% Class X 0.00% 0 00% 0 50% 0 00% 0 00% 0 00% 1 25% 4 00% to 0 00% 0 00% 0 00% Class A Class B Class c 5.00% 1 50% 0 00% 0 00% 150% 150% 0 00% 0 00% 1 00% 4 00% tO 0 00% 1 25% 1 00% to 0 00% 2 00% 3 00% 0 75% 150% 0 of)% 0 00% 0 50% 0 00% 1 [XI% 0 00% 0 00% 0 00% 5 00% Class B 0 75% 150% 0 00% 0 00% 5 00% 0 00% 0 00% Class A 0 00% 0.00% Class B Class C Class E Class 1 Class Q Class X 115% 0 0(1% Class Q Class A Class 0 G 00% 0 00% 1 25% 1 00% to 0 00% 0 00% 2 00% 3 00% 0 00% 0 00% Class D Class E Class Q 150% 0 00% Class C 0 00% 0 00% 0 00% 0 00% Class X 150% Class B G 00% 0.50% 0 00% 0 00% 0 00% 1.25% 4 CO% to 0 00% 0 00% 0 00% Class E 150% Class D Class E Class J Class x Class c 0 00% 0 00% 1 00% 4 00% to 0 00% 5 00% Class A 0 00% Class B 0 EO% Class J 0 00% 1.25% 1.00% toO00% 0.00% O.W% 0.00% 1.25% 4.00% t o 0.00% 0.00% 0.00% 0 0% 0 00% Class A 5 00% 0 75% Class B Class C 0 00% 0 00% 0 75% 0 75% 1 00% 4 00% to 0 00% 1 25% 1 00% to 0 00% Class 0 0 40% 0 00% Class J Class X 2 00% 3 GO% 0 00% 0 00% 0 75% 0 00% 0 00% 0 50% 0 00% 0 00% Class A Class B 5 00% 0 00% 150% 150% 0 0% 0 00% 1 00% 4 00% to 0 00% Class C Class D 0 00% 2 00% 150% 0 75% 1 25% 1 00% to 0 00% 0 00% 0 00% Class E 3 00% Class J 0 00% Class X 0 00% 1 50% 0 00% 0 00% 0 50% 0 00% 0 00% Class E 0 09% 0 00% 0 00% 0 00% 0 09% 0 00% 0 00% 1 00% 4 00% to 0 00% 0 00% Merrill Lynch International Investment Funds 59 Appendix E Class 4 Class A 5.00% 1.50% Class B 0.00% 0 00% 150% Class C Class 0 Class E 2 00% 3 OG% Class J Class Q 0 00% 0 00% 0.75% 1.50% 0.00% 1.15% 1.50% 0.00% 0 00% 000% 100% 400% toO00% 0 00% 0 00% 0.00% Class Q Class X 0 00% 0.00% 1.25% 4.00% to 0.00% 0.00% 0.00% 100% 0 00% 0 00% Class D 0 75% 15G% 0 00% 0 00% 0 00% Class X 2 00% 3 00% 0 00% 0 00% 0 00% 1 25% 1 GO% to 0 00% 0 00% 0 00% 0 00% 0 00% 0 00% 0 00% 0 00% 0 00% 0 00% Class A 5 00% 150% 0.00% 1.75% 0 00% 0 00% Class B Class C Class D O,OO% 1SO% 0 00% 2 00% 1.50% 0 75% Class E Class J 1.50% 0 00% Tlaa X 3 00% 0 GO% 0 00% Class A Class B 5 00% 0 00% Class C 0.00% 1.50% 1 25% 1 .OO% to 0 00% Class D 2 00% 0.75% Class E 3.00% Class J Class Q 0 00% 0 00% 150% 0.00% 115% 0.00% 0.00% 0 50% 0 00% 0 00% 0 00% 1 25% 4.00% to 0 00% Clxq X n M% n 00% 0 00% 0.00% 0.00% 0 00% 1.OO% 4 CO% t o 0 00% 1.25% 1.00% to 0.00% 1 50% 0 00% 0O W Class A 5.00% 150% 1 50% 150% Class A Ciass B 5 00% 0 00% 150% 1.50% Clas c 0.00% 1.50% Class 3 2 00% 0.75% 0 00% 0.00% 1 00% 4 00% to 0 00% 1.25% 1.OO% to 0.00% 0.00% 0.00% Class E Class J Class C Class X 3 00% 0 00% 0 00% 0 00% 150% 0.00% 1 .OO% 0.00% 0.50% 0.00% 0.00% 0,009b 1.00% 4 00% to 0.00% 0 00% 0.00% Class A Class 8 Class C 5.OG% 1 50% 0 00% O.OC% 150% Class D 2.0095 0 75% Class E 150% Class I 3.00% 0 00% Class X 0.00% 1 50% 0 00% 0 00% 1 00% 4 00% to 0 00% 1 25% 1 .OO% to 0.00% Class E Class J 150% 150% 150% 0 00% 1.50% 1.50% 0.00% 0.00% 1 00% 4.00% 10 0 00% Class A 5.00% 1.50% Class 0 150% 0.00% 0.00% 0 00% Class C 0.00% 0 00% 2 00% 3 W% 0.00% 0 00% 0.75% Class A Class B 5 00% 0 00% Class C Class D 0.00% 0 00% 3.00% 135% 1.35% 0 00% 0.00% 0.00% 1.35% 135% n nnc 0.00% 0.00% 1.00% 4 00% ti3 0.00% 1.25% 1.00% to 0.00% 0 50% O.GO% 0 00% 0.00% 1.25% 4.00% Io 0.00% 0.00% 0.00% 0.75% 0 00% 0.00% 1 00% 4.00% to 0.00% 1.25% 1.00%?00.#% 0 00% 0 00% 0 00% 1.50% 0.00% 0.50% 0 00% 0 00% 0 00% 150% 0.00% 0 00% 1.50% 0 00% 1.50% 0 00% 2 00% 3 110% 150% 60 Merrill Lynch International Investment Funds 0.00% 0 GF% 1.25% 4.00% lo O.OC% 0.00% Class X 1.50% 0 00% 0.00% 0.50% 0.00% 0.00% 0.00% 0.00% 1.75% 0.00% 0.00% 1.75% 1 GO% 4.00% to 0 00% 1.75% 1 .Do% 1.25% 1 .00% to 0 00% 0.00% 0 00% 0 50% 0.00% 0 00% 0.00% 1.25% 4.0096 to 0 00% 0.00% 0 00% !SO46 0.00% 0 00% Class E 2 00% 3 00% Class J 0.00% 0.00% Class 4 Class X 0 00% 1.75% O.OG% 0 00% 0 00% 1.00% 4 00% to 0 00% 1.25% 1 .OO% to G.W% 0.00% 0.00% 0 00% 0 00% 135% 0 00% 0 50% 0.00% 0.00% 5 00% 0.00% 1 00% 4 00% to 0 0% 0.50% 0 00% 0.00% 0.00% Class E Class J 0 00% 0 00% G.009'0 0.50% 0.00% Class D Class X 0 00% 0 00% Class E Class J 1 25% 1 00% to 0 00% G 00% 0 00% 0 50% 0 00% 0 75% Class J Clzss Q 0 00% 0 50% 0.00% 0.00% 0 00% 0 00% 3 00% 0 00% Class D Class E 0 00% 150% 0.00% 0.50% 0 00% 5 00% 0 00% 2 OC% Class C 150% 0 75% 2 00% 3 00% 0 00% Class B Class C Class C Class D Class E Class J Class X 5 00% 0 00% 1 0 0 % boo% too0046 1 2 5 % lOO%toO00% Class A 5 00% 0 00% class A Class B 0 00% 150% 0 00% 0 00% 1 OG% 4 00% :O 0 00% Class A Class B Class A Class B Class C Class E Class i Class 9 150% Class B Class C Class D 0 00% 5.00% 0 00% 0.00% 0.00% 1 00% 4.00% t o 0.00% 1.25% 1 .OO% t o 0.00% 1.752 OW% 0 00% Appendix E 5 00% 0 00% 1 50% 150% 0 00% 0 00% 1 00% 4 00% to 0 00% 0 00% 3 00% 0 GO% 1 50% 150% 0 00% 0 50% 0 00% Class 0 0 00% Class X 0 00% 150% 0 00% 1 25% 4 00% to 0 00% 0 00% 0 00% c 00% 150% 150% 0 00% 2 00% 3 00% 1 50% 0 75% 150% 0 00% 0 00% 0 00% 0 00% 1 00% 4 00% to 0 00% 125% 100%toO00% 0 00% 0 00% 0 50% 0 00% 0 00% 0 00% 5.00% 0 00% 1.50% 1.5016 oo m 1.50% 0.75% 0 00% 1 00% 4 00% to 0 00% 1 25% 1 00% toOOO% 0 00% 0 00% 1.50% 0.00% 0.50% 0 00% 1 15% 1 2596 4 00% to 0 00% 1.50% 1.50% 0.00% 0 00% 100% 0 00% 0 00% 1 00% 4 00% to 0 00% 1 25% 1 00% to 0 CO% 0 00% 0 00% 0 50% 0 00% 0 00% 0 00% 1 00% 4 00% !O 0 00% 0 00% 0 00% 175% 175% 0 00% 0 00% 1 00% 4 00% to 0 00% Clarr A Class B Class c Class D 5 00% 0 00% 0 00% 2 00% 1 25% 1 00% to 0 00% G 00% 0 00% Class C Class D Class E Ciass J 3 00% 0 00% 175% 1 00% 175% 0 00% 0 50% 0 00% Class E Class J Class A 5.00% 0 00% 150% 1.50% 0.00% 0 OG% 1 00% 4 00% to 0 00% 0.00% 2 00% 3 00% 0.00% 1.50% 0.75% 1.50% 0 00% 1.15% 0.00% Class B Class C Class 3 Class E Class J Class Q Class X Class A Class E C!ass E Class C Class D Class E Class J Class Q Class X 0 00% 0 00% 175% 2 00% 100% 175% 3 00% 0 00% 0.00% 0.00% 115% 0 00% 0 00% 0 00% 1 25% 1 00% to 0.00% Class A Clars B Class C Class E Class J 0.00% 0 OG% Class A Class B Class c Class C 1 00% 4 00% to 0.00% 0.00% Class E Class J 0 00% 0.50% 0.00% 0 00% 0 00% Class 0 Class X Class A 5 00% 100% 0 00% Class 6 0 00% 100% 1 00% 4 00% to 0 00% Class C Class E 0 00% 3 00% 100% t 00% 1 25% 1 00% to 0 00% 0 50% 0 00% Class J 0 00% 0 00% 0 00% 100% 0 00% 0 00% 1 25% 4 00% to 0 00% n nns n nnsr Class C Class X n nnu Class A Class E Class C Class C Class E Class C Class E Class J Class Q Class X 0 00% 0 00% 0 GO% 0 00% 0 00% 0 75% 0 75% 0 00% 0 25% 0 00% 0 00% 0 00% 0 00% 0 OG% 0 00% Clasr A Clas B 0 00% 0 00% 0 75% 0 00% 0 00% Class C o nnu 0 00% 0.00% 0 00% 0 00% 0 00% o 011% 5 00% 0 00% 0 00% 0 00% 1 00% 4 00% to 0 00% 1.50% 1 25% 1 00% to 0 00% 2.00% 3 00% 0 75% 1 SO% 0 00% 0 00% 0 00% 0 00% 0.00% 0 00% 0 00% 1.00% 0M t 0.50% 0 00% 0 00% 1 00% 4 00% to 0.00% n nnv+ n no% 0 00% 5 00% 0 30% 0 00% 0 00% 0 00% 0 90% 0 90% 1 W% 4 00% tO 0 00% 3 00% 0 90% 0 00% 0 65% 1 25% 1 00% to 0 00% 0 50% Class E Class J Class Q Class x 0 00% 0 CO% 0 00% 0 00% 0.00% Class A Class B 5 00% 0.00% 1.35% 1.35% 0.00% 1 25% 4 00% to 0,OGYa 0.00% 0 00% Class C 0 00% 1.35% Class E 1.35% 1 25% 1 .OO% to 0.00% 050% 0 00% Class J 3 00% 0 00% 0.00% O.W% Class Q 0.00% 0.55% 0 00% 0 75% 4 00% to 0.00% Class X 0.00% 0.00% 0.00% 5.00% 0 OG3/. 0 00% 1.50% 150% 1509 0.00% 0 00% 1 00% 4 00% tO O.OG% 1.25% 1 .OOY to 0.00% Class E 3.00% Class J Class Q 0 00% 0 00% 150% 0.00% 1.50% 0 50% c 00% Class X 0 00% 0 00% Ciass A Clasr E Class C Class X 0 75% G 75% 0 00% o (10% 0 00% 2 00% 3 00% 0 00% 0 00% 0 00% Class J Class Q Class A Class E 5 00% 1 25% 1 00% to 0 00% 0 00% 0 00% 0 00% 0 00% 1 00% 4 00% to 0 00% 0 00% n 00% 0 00% 1 .OO% 4.00% to 0.00% 0.00% Merrill Lynch International Investment Funds 61 Appendix E Class A Class A 3 00% Class B C'arr E 0 00% 0 00% 3 00% Class J 0 00% Class c 100% 100% 0 00% 0 00% 100% 100% 1 00% 4 00% to o 00% 1 25% 100% to 0 00% 0 50% 0 00% 0 00% 0 00% a no% Class B Class C Clasr B Class C Class E Class J Class Q Class X 1.50% a 00% 1S O % 1.50% 100% 4.00% to 0 00% 0 00% 2 W% 3 00% 0 00% 0.75% 1 25% 1 00% to 0 00% 0 00% 0 00% 1.50% 0 50% 0.81% 0.00% 0 00% 0 00% 0 00% 0 00% 1 .SO% 0.00% 1 25% 4.00% to 0 00% 0 00% 0 00% 1.50% 1.50% 150% o 00% 0 00% 1 00% 4 00% to o 00% Class C 5.00% 0 00% 0 00% Class 0 Class E 2.00% 3 00% 0.75% 0.00% 1.50% 1.25% 1 .OO% to 0.00% o 00% 0 00% 0.50% 0 00% 0.00% Class J 0.00% Class P Class X OW% 0.00% 1 .OO$ 0 00% 0 00% 1 00% 4 00% to 0 00% 000% 0.00% 0.00% Class A Class E 5 00% 0 00% 0 00% 3 00% 0.00% G GO% 0.85% 0.85% O.M)% 0.00% 0 00% 1.00% 4.00% to 0.00% 1.25% 1 00% to0.0096 0.50% 0.00% 0.00% 0.00% 0.00% 0 00% 0 GO% 0 00% Class 0 Class E Clarr J Class Q Class X C iass A 5 00% 0 00% 0 00% 0 00% 0 00% 0 00% 0.00% 0 75% 0.75% 0 00% 0 00% 0.00% 0.00% 0.75% 0.75% 0 00% 0.25% 0.00% 0.00% 0.00% 0.75% 0 00% 0 OC% 0.00% 0.00% 0.00% 0.00% 0 00% Class A Class B 0.00% 0 00% Class A 5.00% 1.50% 0 00% Class B Class C o owo 0 00% 150% 1 .SO% Class D Class E Class J z 00% 0 75% 1 00% 4 00% to 0 00% 1 25% 1 00% to 0 W% 0 00% 0 00% 3.00% 0 00% 1.50% 0 50% 0 00% Class Q Class X 0 00% 0 00% 1 15% 0 00% 0 00% OW% 1 25% 4 00% to 0 00% 0 00% Class C Class E Class J Class X Class A 5 00% 150% 0 00% 0 00% Class A 5 GO% 1.75% 0.00% Class 8 0 00% 1 50% Class 0 0 00% Class C Class D Class E O.OG% 0 00% 1.oo% 4 00% to a 00% 1.25% 1 .GO% to 0.00% 0 00% Class C Class D 1.75% 175% 2.0C% 1 50% 0 75% 1 00% 4 00% to 0 00% 1 25% 1 00% to 0 00% 2 00% 1 .OO% 3 00% 150% 0 50% Class E 3.00% 1.75% 0.00% 0.50% 0.00% 0 00% Class f Class Q riarr x 0.00% 0 00% 0 00% 0 00% 0 00% 0 00% 4 00% to 0 00% 1.75% 1.25% 4.00% to O,OO% o 00% 0 00% 0 CO% o 00% o 00% 0 W% 0 00% 1 OG% Class I Class Q Class X 0.00% 100% 0 00% 0.00% 0.00% Class A Class B Class c 5 00% 1 00% 1 00% 100% 0 00% 0 00% 1 00% 4 00% to 0 00% 1 25% 1 00% to 0 00% Class A Class B 5 00% 0 00% 175% 1 75% 0 00% o 00% 1 00% 4 00% t3 0 00% Class E 3 00% 0 50% 0 00% 100% 0 00% 0 00% 0 OCh ' 0 00% OW% 0 75% 4 00% to 0 00% 3 00% 0 00% 1 1 00% Class D Clasr E Class J 2 00% Class J Class Q 100% 0 00% G 00% 0 00% Class Q Class X 0 00% 0.00% Class A 5.00% 0 00% Class A Clao B Ciass C Class D Class E Class J Class 0 Class X 0 00% 5 00% 0 00% 0 00% 2.00% 3.00% 0 00% 0 00% 0 00% 1.50% 150% 0 00% 0 00% 0 00% 0 CO% 0 00% o aa% Class C 0.00% 0 00% o 85% 0.85% 0 00% 1 75% D.00% o 00% 0 00% 1 25% 1 00% to 0 00% 0 00% 0 50% 0 00% 0 00% 0 00% 100% 400%toO00% 0 00% 0 00% 1.75% 0 GO% 1.OOA 4.00% to 0 00% 0 50% 0 00% 0 00% 75% 0 OG% 100% 0 0% 0 CO% 1 00% 4 00% to 0 00% 1 2S% 1 00% to 0 00% 0 00% 0 00% 0 00% 0 00% Class C Class D 0 00% 0 50% 0 00% 0 00% 0 00% Class E 3.00% 1.75% 1.75% 1 .OO% 1.75% 100% 0 00% 1 00% 4 00% !a 0 00% Class J a 00% 0 00% 0.00% Class 9 Class X 0 00% 1.50% 0 00% 0 00% 1.25% 4 00% to 0 00% 0 00% 0.00% 1.50% 0 75% 150% 62 Merrill Lynch International Investment Funds 0 00% a 00% Class B 2.00% 1.25% 1 0 00% 00% to 0 00% 0 00% Appendix E Class A Class B Class C 5 00% 0 00% 175% 175% 0 00% 0 00% 1 00% 4 00% to 0 00% 0 00% 2 00% 175% 1 25% 1 OC% to 0 OC% Class 0 Class E 100% 3.00% 175% 0 00% 0 50% Class J 0.00% 0 00% Class Q 0 00% 0 00% 175% 0 00% 0 00% 1 25% 4 00% to 0 00% 0 00% 0 00% 100% 0 00% 0 00% 1 00% 4 00% to 0.00% 1 25% 1 00% to 0 00% Class X Class A Class B Class c Class E Class J Class X Class A Class B Class C 5 00% 0 00% 0 00% 100% 100% 100% 0 00% 0 00% 0 W% 3 00% 0 00% 0.00% 0 00% 0 00% D 50% 0 00% 0 00% 5 00% 0 00% 1 75% 1 75% 0 00% 0 00% 1 OC% 4 00% to 0 00% 0 00% 1 75% 2 00% 3 00% 100% 1 25% 1 00% to 0 00% 0 OG% 0 00% 0 OC% 0 00% o 00% Class 0 Class E Class J 0 00% 1 75% 0 00% Class Q Class X 0.00% 0 00% 0 00% 0 50% 0 00% 0 00% 0 00% 1 25% 4 00% to 0 00% 0 00% 0 W% Class A Class B Class C Class 0 5.00% 0 00% 0 00% 2 00% 3 00% 0 00% 0 00% 0 00% 1 75% 0 00% Class E Class 1 Class Q Class X 150% 1.75% 0 00% 1 00% 4 00% to 0 00% 1 Y5% 1 25% 1 00% to 0 00% 100% 0 00% 0 50% 0 00% 0 00% 0.00% 1.00% 0 00% 0 00% 0 00% c 00% 1 75% 1 00% 0 00% to 0 00% 0 00% Note Subject to the approval of the board of Directors. the Management Fee for a r y Fund may be increased up to 2 2 5 % by givirlg shareholders three months' prior not,ce in accordance with paragraph 21 of Appendix C Any increase above this level would reqdire approval of shareholders at a general meeting Merrill Lynch InternationalInvestment Funds 63 Appendix F Appendix F - MLllF available funds and share classes All Fmds and Share Classes listed below are i i existence as at the time of issue of the Prospectus This I st may be updated from time to time A copy of the apdated list may be obtained by applica:ion to the Investor Service Centre Not al' share classes are registered in all jurisdictions Share class descriptions conta,i a numerica' code to represent its reievant d stribution method as defined in :he Prospec:us, for example. AI = 'A' share class wbich follows Distributing (D) ca'culation method (dividend is calculated montqly based upon income accrued during the d vidend period less expenses anc distributed to SClareholders montdy based upon the number of shares held a t the month end A2 = ' A share class which is Nan-Distributing (no dividend is paid) A3 = 'A share class which follows Distributing (M) calculation method (Dividend is calculated dai'y based upon daily-accrued income less expenses, for the number of Shares outstanding on that day. A cumulative monthly dividend is distributed to Shareholders monthly based upon the number of Shares held and the number of days for which they were held during the period. A4 = 'A' share class which follows Distributing (A) calculation (Dividend is calculated annually based upon income accrued during the dividend period less expenses The dividend is distribded to Shareholders annual'y based upon the number of Shares held at the end of the annual period A4 DS = A share class which follows Distributmg (A) calculat on and seeks UK D stributor Stat& Asian Dragon142 USD Asian Oxgon A2 EUR Asian DTagon A2 GBP A s h Dragon B2 USD Asian Vagon E2 EUR Asian Dragon 82 GBP Asian Dragon C2 USD Asian Dragon C2 EUR Asian DragonC2 GBP Asian Dragon E2 USD Asian Dragon€2 EUR Asian Dragon E2 GBP Asian DragonA4 DS GPB Asian Tiger Bond A1 USD Asizp Tiger Bond A2 US0 Asian Tiger Bond A3 USD AriaE Tiger Bond B1 USD Asian Tiger Bond B: USD Asian Tiger Bond C l USD Asian Tiger Bond C2 USD Asian Tiger Bond E2 USD US0 USD USD tiSD USD US0 EUR GBP USD EUR !JSD GBF USD US0 US0 USD US0 USD EUR USD USD USD USD USD USD USD USD USD USD 61 Merrill Lynch International Investment Funds GBP US0 EUR GBP GBD USD USD USD USD USD USD US0 USD Non-Distributing Non-Distributing Non-Distributing Nan-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Nom-Dlstriboting Non-Distributing hion-Distributing Nun-Distributing Distributing (A) Distributing ID) Non-Distributing Distributing(M) Distributing(D) Non-Distribrrting Distributing(D) Non-Distributing Non-Disvibutirg Conservative Allocation (Euro) A1 EUR ConservativeAlbcation (Euro) A2 EUR ConservativeAllocat!on (Exo) A3 EUR ConservativeAllocation (Euro)61 EUR Conservauve Alfocatlon (Euro) BZ EUR tonsemativeAltocation (Euro)C1 EUR ConservativeAllocation (Euro) C2 EUR ConservativeAl1ocat;on (Euro)E2 EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR Distributing (D) Non-Distributing Cistributing (M) DisTributing(0) Non-Distributing Distributing(D) Ncn-Distibuting Non-Distributmg ConservativeAllocation (US Dollar) A1 USD US0 ConservativeAllocation (US Dollar) A2 US0 US0 ConservativeAllocation (US Dollar) A3 USE us0 USD Consewative Allocation (US Dollar) E1 US0 US0 Consewative Allocation(US Dollar) BZ USD conservativeAllocation (US Dollar) Cl USC US0 conservativeAllocation (US Dollar) C2 US0 US0 ConservativeAllocation(US Dollar) E2 USD USD USD USD USC USD U5D US0 US0 USD Distributing (0) Non-Distributing Distributing (M) Dis?ributing(0) Non-Distributing Distributing (D) Non-Distributing Ncn-Distributing Continental European Growth A2 EUR Continental European Growh 82 EUR Continental European Growth E2 EUR Continental European Growth C2 EUR Continental European Growth A4 DS GBP EUR EUR EUR EUR EUR EUR GEP Non-Distributing Non-Distributing Non-Dist:ibuting Non-Distributing Dtstributing(A) Corporate Bond Fund (Euro)A1 EUR CorporateBond Fund (Euro)A2 EUR CorporateBondFund (Euro) A3 EUR CorporateBondFund (Euro) 81 EUR CorporateBond Fund (Euro)82 EUR CorporateBondFund (Euro) C 1 EUR CorporateBond Fund (Euro)C2 EUR CorporateBond Fund (Euro)E2 EUR "(until 31 July 2006 when the fund will be renamedEuro CorporateBond Fund" EUR EUR EUR EUR EUR EUR EU9 EUR EUR EUR EM EUR EUR Oirtributing (D) Non-Distributing Non-Distributing(MI Distributing (0) Nan-Distributing Distributing(0) Non-Distributing EUR EUR Non-Distributing EmergingEurope A2 EUR Emerging Europe A2 US0 Emerging Europe BZ Ed9 Emerging Europe B2 L1SD Emerging Europe C2 EUR Emerging Europe C2 US0 Emerging Europe E2 EUR Emerging Europe E2 USD EmergingEurope X2 EUA EmergingEurope XZ USD Emerging Europe A4 DS GBP EUR EUR EUR EUR EUR EUR US0 EUR USD EUR USD EUR USD Emerging Markets Bond At USD Emerging Markets Bond A I EUR Emerging Markets Bond A2 USD Emefging Markets Bond A2 EUR Emerging Markets Bond A3 USD Emerging Markets Bond A3 EUR Emerging Markets Bord B1 USD Emergng Markets Bond E1 EUR Emergicg Markex Bond B2 USD EmergmgMarkets Bond B2 EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR USD GBP Non-Distributing Non-Distributing Nan-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributmg Non-Distributing Distributing (A) USD USD USD USD USD US0 USD USD USD USD USD EUR USD EUR USD EUR USD EUR US0 EUR Distributing (D) Distributing (0) Non-Distributing Non-Distributing Non-Distributing(Mi Non-Distributing (M) Dislributing(D) Dirtributing(D) Mon-Distributing Non-Distributing EUR EUR EUR Appendix F US0 EUR EUR USD EUR Non-Distributing Distributing(D) Non-Dis:ribu:;ng Non-Distribu!ing Non-Distributing Lor-Distributing USD EUR US0 EUR USD EUR USD EUR Non-Distributing Non-Dvstributing Non-Dis!ribu!ing Non-Distribdting hon-Distriouting Non-Distributing hon-Distributing Non-Distributing EUR USD EUR USD Distributing (D) Distributing(D) Non.Distributing Non-Distributing Distributing(MI Distributing(U) DistribGting(3) Distribu!ing (D) Non-Distributing Nos-Distributing 0:stributing (D) Distributing !D) Non-Distributing Non-DisYibuting Non-Disirlbuting Non-Distributing Emerging MarketsBond C1 USD Emerging Markets Bond C1 EUR Emerging Markets BondCZ USD Emerging Markets Borld C2 EUR Emerging MarketsBond E2 US0 Emerging Markets Bond E2 EUR US0 USD USD US0 USD USD Emerging Markets A2 USD Emerging Varken A2 EUR Emerging Markets B2 USD Emerging Markets 82 EUR Emerging Markets C2 tiSG Emerging MarketsC2 EUR Emerging MarketsE2 U5D Ernerging Markets EL EUR US0 US0 USD Euro Bond A1 EUR Euro BondA1 USD EumBond A2 EUR Euro BondA2 USD Euro BondA3 EUR Euro BondA3 USD Euro Bond 51 EUR Euro Bond B1 USD Euro Bond E2 EUR Euro Bond B2 USD Euro Bond C1 EUR Euro Bond C1 USD Euro BondC2 EUR Euro Bond C2 USD EuroBond E2 EUR EuroBond E l USE EUR EUR EUR EUR EUR EUR EUR E 3 EUR EUR EUR EUR EUR EUR EUR EUR USD EUR USD EUR USD Euro Corporate Bond Fund A1 EUR Euro CorporateBond Fund A2 EUR Euro CorporateBond Fund A3 EUR Euro CorporateBond Fund 81 EUR Euro CorporateBondFund BZ EUR Euro CorporateBond Fund C 1 EUR Euro Corpoate Bond Fund C2 EUR Euro CorporateBond Fund E2 EUR "(from 31 July 2006 wbeq the fund changes its name from CorporateBondFund(Euro)" EUR EUR EUR EUR EUR EUR Euro-Markets A4 EUR EumMarkets A2 EUR Euro-MarketsA2 USD Euro-MarkebB2 EUR Euro-MarketsB2 US0 Euro-MarketsC2 EU4 Euro-Markets E2 EUR Euro-MarketsE2 LSD Euro Reserve A2 EUR Euro ReserveBZ EUil Euro Reserve C2 EUR Euro ReserveE2 EUR USD iiSC USD USD USD ELR EUR EL12 EUR EUR EUR EUR EUR EUR EUR EUT( EUR EUR EUR EUR USD EUR USD EUR US0 EUR USD EUR EUR EUR EUR EUR EUR USD EUR USD EUR EUR US0 EUR EUR EUR EUR EUR EUR EUR EUR Distributing ( 0 ) Non-Dis?ribu:ing Non-Dislributing(M) Distributing(D) tion-Distributing Distributing ( 0 ) Non-Distributlng Non-Distributing Distributing (A) Non-Distributing Non-Distributing Noo-Distributing Fionhtributing Non-Distributing Non-Distributlng Non-Distribu:tng Non-Distributing Non-Distributipg Non-Distribu',ing Nonhtributing Non-Distributing Non-Distributing Non-Distribbtlng Non-Distributing Non-Distributing Non-Distributing Non-Distributing NowDistributing European A2 EUR European A2 USD European B2 EUR European 82 US0 EuropeanC2 EUR Europeai C2 1150 European E2 EUR European E2 USD EUR EUR EUR EUR EUR EUR EUR EUR European Growth A2 EUR European Growth A2 USD European Growth B2 EiJR EuropeaqGrowtn BZ USD European Growth C2 EUR European Growth C2 US0 EuropeanGrowth E2 EUR European Growth E2 USD EVR European Opportunities A2 EUR European OpportunitiesA2 LSD European Opportunities 82 EUR European Opportunities B2 USD European OpponunitiesC2 EUR European Opportunities C2 USD European Opportunities E2 EUR Eumpean Opportunities E2 USD EUR EUR EUR EUR FUR EUR EUR EUR EUR USD EUR EuropeanValue A4 EUR EuropeanValue A2 EUR EuropeanValue A2 G9P EuropeanValue A2 U5D EumpeasValue E2 EUR European Value B2 GBP European Value 82 LiSD European Value C2 EUR EUrOpeanValleC2 GBP European VdJe CZ USD EuropearlValue E2 EUR European Value EZ GB? EuropeanValue E2 US0 European Value A4 DS GEP EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUA EUR EUR EUR GBP USD EUR GBP Distributing (A) Nun-Distributing Non-Dktributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distribbting Non-Distributing Distributing (A) Global Allocation A2 USD GlobalAllocation A2 EUR GlobalAllocation B2 USD GlobalAllocation B2 EVR G!obal Allocatiov CZ USD GlobalAllocation C2 EUR GlobalAllOCdtiOnE2 US0 GlobalAllocation E2 EUR Global Allocation HedgedA2 EUR Global Allocation HedgedA2 EUR G!obai Allocation Hedged A4 EUR GlobalAllocation HedgedA2 GBP GlobalAllocation HedgedB2 EUR GlobalAllocation Hedged C2 EUR G'oba. Allocation Hedged E2 EUR USD USD USD EUR Non-Distributing USD US0 USD US0 EUR EUR EUR EUR EUR EUR EUR EUR EUR US0 EUR USD E!JR US0 EUR US0 EUR USD EUR USD EUR USD EUR USD USD EUR US0 EUR USD GBP USD EUR GEP USD EUR GBP USD USD us;) EUR USD USD USD US0 USD USD USD USD USD USD EUR EUR EUR EUR GBP EUR EUR EU4 Nan-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Nan-Distributing Non-Drjtributlng Non-Distributing Non-Distributing Non-Distriburing Non-Distributing Non-Distributing Non-Dbtributing Nom-Distributing Non-Dtstributing Non-Distributing Non-Distribuung Non-Distributing NomDistributing Non-Distributing Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Merrill Lynch International Investment Funds 65 Appendix F I Global Bond Fund (Euro) A1 EUR Global Bond Fund(EgroiA2 EUR GlobalBond F u ~ d(Euro) A3 EUR GlobalBond Fuco (Euro) 81 ECR GlobalBond Fund (Em) 82 EUR GlobalBond Fund (Euro) C1 EUR GlobalBond Furd (Euro) C2 EUR GlobalBond Fmd(Eum) E2 FUR EUR EUR EUR EUR Global Bond Fund (US Dollar) A1 USD GlobalBond Fund(US Dollar)A2 USD GlobalBond Fund (US Dollar)A3 USD Global Bord Fund (US Dollar)B1 USD GlobalBopd Fund (US Dollar)B2 USD GlobalBond Fund (US Dollar)C? USD Global Bond FuKd (US Dollar! C2 USD Global BoPd Fund (US Dollar)C3 USD Global Bord Fund (US Dollar)E2 USD USD USD USD USD USD USD USD Global Dynamic Equity A2 USD EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR USD USD USD USD ti5D Distributing (D) Non-Distributmg Distribuiing (M) Distributlng (D) Non-Distributing Distributing (D) Non-Distributing Distributing (MI Non-Distributing Global DynamicEquityA2 EUR Global DynamicEquity 62 USD Global DynamicEquity 82 EUR Global Dynamic Equity C2 USD Global DynamicEquity C2 EUR Global DynamicEquity E2 USD Global DynamicEquity E2 EUR USD USD US0 uSD USD USD US0 USD USD EUR U5D EUR USD EUR USD EUR Non-Distributing Non-Distributing Non-Distributing tion-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Global Equity Core Fund A2 USD GlobalEquity Core FundAz EUR GlobalEquity Core Fbnd62 USD GlobalEquity Core FundB2 EUR GlobalEquity Core FundC 2 USD GlobalEquity Core Fmd C2 EUR GlobalEquity Core FundE2 USD GlobalEquity Core FundE2 EUR GlobalEquity Core FundA4 DS GBP USD USD USD USD US0 USD US0 USD USD US0 EUR US0 EUR USD EUR US0 EUR Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing GBP Distributing (A) Global Equity Diversified Fund A4 USD Global Equi?yDiversified Fund A2 USD Global Equity Diversified FundA2 EUR Global Equity Diversified Fund 82 USG Global Equity Diversified Fund 82 ECR Global Equity Diversified FundC2 LIS3 Global Equity Diversified FundC2 E 3 Global Equity ElversifiedFundE2 MD Global EquityDsverrifiedFundE2 EJR USD USD USD EUR USD EUR USD EUR USD EUR Oistributing (A) Non-Datribut,ng Non-Distributing Nan-Distributing Non-Distributing Non-Distributing Non-Distribuang Lon-Distributing Non-Distributing Global Fundamental Value A2 USD USD Global Fundamental Value A2 EUR Global FundamentalValue 82 USD Global FundamentalValue 82 EUR Global FundamentalValue C2 USD Global FundamentalValue C2 EUR Global FundamentalValue E2 USD GlobalFundamentalValue E2 EUR GlobalFundamentalValue X2 M D USE USD USD USD USD USD USD USD USD EUR USD EUR USD EUR US3 EUR USD NonDirtributing Non-Distributing Non-Distribirting Non-Distributing Nan-0:stributing Non-Distributing Nun-Distrhuting Non-Dis?ributing Non-Distributing US0 US0 USD USD US0 USD USD USD USD 66 Merrill Lynch International Investment Funds USD US0 Distributing (0) Non-DGr buting Distributicg (M) Distributing(D) Non-Distributing Distributing(0) Non-Distributing Non-Dis:ributing US3 USD US9 Non-Distributing Non-3!stributtng Global High Yield Bond (Euro) A1 EUR Global High Yield Bond (Euro)Ai USD GlobalHigh Yiela Bond ( E m ) A2 EdR Global High Yield Bond(Euro) A2 US0 Global High Yield Bond(Euro) A3 EUR Global High Yiela Jond (Euro)A3 USD Global High Yield Bond (Euro) B i EUR GlobalHigh Yield Bond (Euro) E 1 USD GlobalHighYield Bond (Em) 62 EUR GlobalHGh Yield Bond (Euro) 82 USD GlobalHigh Yiela Bond (Euro) C1 EUR Global High Yield Bond (Euro) C i USD Global High Yielo aond (EurojC2 EUR GlobalHighYield Bond (Euro) CZ USD GlobalHgh Yield Bond (Euro)C3 EUR Global High Yield Bond (Euro) E2 EUR Global HighYield Bond (Euro) E2 USD EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR Global Opportunities A2 USD Global OpportunitteS A2 EUR GlobalOpportunities B2 US0 Global Opportunities82 EUR GlobalOpportunitiesC2 USD Global OpportunitiesC2 EUR GlobalOpportunitiesE2 USD Global OpportunitiesE2 EUR USD USD USD USD USD USD USD USD Global SmallCapA2 USD GlobalSmallcap A2 EUR Global SmailCap E2 USD Global SmallCap E2 EUR GlobalSmallcap C2 USD GloDai Smallcap C2 EUR GlobalSmallCap E2 USD GlobalSmallCap E2 EUR USD USD USD US0 U5D US0 US0 US0 EUR US0 EUR US0 EUR US0 EUR USD EUR US0 EUR US0 EUR EUR USD Distributing (D) Distributing(0) Non-Distributtng Non-Distibuting Distributing(MI Distributing(M) Distributing(D) Distributing(0) Non-Distributing Non-Distributing Distributing (0) Distributing (0) NomDistributing Non-Distributing Distributing (M) Non-Distrrbuting Non-Distrrbutmg USD EUR US0 EUR Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distrrbuting Non-Distributing US0 USD EUR USD EU3 USD EUR US0 EUR Non-Distributing Nan-Distributing No&Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Japan A2 USD Japan A2 EUR Japan B2 GSD Japan 82 EUR Japan C2 USD Japan C 2 EUR Japan E2 US0 Japan E2 EUR Yen Yen Yen Yen Yen Yen Yen Yen USD EUR US0 EUR USD EUR US0 EUR Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Nan-Distributing Non-Distributing Non-Distributing Japan Opportunities A2 USD JapanOpportunitiesA2 EUR Japan OppoRunities 82 USD Japan Opportunities32 Eli2 Japan OpportunitiesC2 USD Japan OpportunitiesC2 EUR Japan OpportunitiesE2 USD JapanOpportunitiesE2 EUR Japan OpportunitiesX2 USD JapanCpportunitiesA4 DS GBP Yen Yen Yen Yen Yen Yen USD EUR US0 EUR USD EJR US0 EUR US0 Yen GBP Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributmg Distributing(A) JapanValue A2 USD Japan Value A2 EUR Yen Yen US0 EUR Non-Distributing Non-Distributing USD EJR US0 ELIR Non-Distributing Yen Yen Yen Appendix F Japan Value BZ US0 Japan Value 82 ELR Japan Value C2 USD Japan Value C2 EUR Yen Japan Value E2 USD Yen Yen Yen Japan Value E2 EUR Japan Value A4 DS GBP Yen Yt n Yen USD EUR USD EUR US0 EUR GBP Latin American A2 USD Latin American A2 GBP LatinAmerican A2 EUR Latin American E2 US0 Latin American B2 GBP Latin American B2 EUR Latin American CZ USD Latin American C2 GSP Latin American C2 EUR Latin American E2 USD Latin American E2 GBP CziinAmerican E2 EUR Latin American A4 OS G9P USD USD VSD liSD USD b5D USD USD USD USE US0 USD USD GBP EVR USD GBP EUR USD GBP EUR USD GBP lis0 GBP New Energy A2 USD New Ecergy A2 EUR New Energy E2 USD New Energy BZ ELiR New EnergyC2 USD New EnergyC2 EUR New EnergyE2 USD New Energy E2 EUR New EnergyA4 DS GBP USD USD USD USD US0 US0 USD EUR USD Pacific Equity A2 USD Pacific EquityA2 GBP Pac:fic Equity A2 EUR Pacif:c Equity 82 US0 Pacific Equity B2 GBP Pacific Equity 82 EUR Pacific Equity C2 USD Pacific Equity C2 CBP Pacific EquityCZ EJR Pacific Equity E2 UjD Pacific Equity E2 GBP Pacific E w t y E2 EUR USD USD US0 UjD US0 USD USD USD US0 USD LIS0 Short DurationBond A1 EUR EUR EU? Short Duration BondA2 EUR us0 USD USD ilSD EUR EUR USD EUR USD EUR GBP USD GBP EUR USD GBP EUR US0 GBP EUR USD GB' EUR EUR EUR EUR EUR EUR EUR Snort Duration BondA3 EUR Short Duration Bond B1 EUR Short Duration Bond82 EUR Short Duration Bond C1 EUR Short Duration Bond C2 EUR Short Duration Bond E2 EUR EUR EUR EUR EUR EUR EUR Sterling Reserve A2 GBP SterlingReserve 82 GBP Sterling ReserveC2 GBP SterlingReseive E2 GBP SterlingReserve A3 DS GBP GBP GBP GBP GBP GBP GBP EL9 EUR GBP GBP GBP GBP Non-Distributing Non-Disiributing Non-Distr:buting Non-Distributing Non-Distributing Non-Distributing Distributing(A) Nan-Distributing Non-Ds'ributing Non-Dis%bu:ing Non-Disvibdting Non-Distributivg Non-Distributing Non-Distributing kon-Distributing NmDistributing Non-Distributing Non-Dstributing Non-Distrjbwng Distributing(A) Non-Distributing NW-DiSWbUting kon-Distributing NovDistributing Non-Distributing Non-Distriou!ing Nonhtributing Non-Distributing Dmbuting (AI Nan-Distributing Non-Datributing Non-Dtstributing Non-Distrnbuting Non-Distributing NowDistributing Non-Distributing Non-Distributing Non-Disuibuting Non-Distr,butng Non-3istribui:rg Non-Distributing Distributing (0) Non-Distributing Distributing(MI Distributivg (0) Non.Distr:but:ng Distributing (0) Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing lion-Distributing Distributing(M) Strategic Allocation (Euro) A2 EUR StrategicAllota:ion (Euro) B2 EUR StrategicAllocation (Euro) C2 EUR StrategicAllocation (Euro) E2 EUR EU R EUR EUR EUR E UR EUR EUF EUR Strategic Allocation (US Dollar) A2 USD StrategicAllocation (US Dollar) BZ USD StrategicAllocation (US Dollar) C2 USD StrategicAllocation (US Dollar)E2 USD USD USD US0 USD USD United Kingdom A2 GEP United KingdomA2 E29 Un.ted Kirgoom A2 USD United Kirgoom BZ GBP United Kingoom82 EUR United KingdomE2 US0 United KingdomC2 GBP United KingdomC2 EUR United KingdomC2 US3 United KingdomE2 GB? United Kirgdom E2 EUR United Kirgdom E2 USD United KingdomA4 OS GBP GBP GBP GBP GBP GBP GBP GBP EUR US0 GBP EUR US0 GBP EUR USD GBP EUR US Basic Value A4 USD US Basic Value A4 EdR US Basic Value AZ USD US Basic Value A2 GBP US Basic Value A2 EUR US Basic Value BZ USD US BasicValueBZ GBP US Basic Value E2 E i l R US Basic Value C2 USD US Basic Value C2 GBP US Basic Value C2 €US US Basic Value E2 USD US Basic Valde E2 GBP USBasic Value E2 EUR US BasicValueX2 US0 US Basic Value A4 OS GBP US Basic Value HedgedA2 EUR US Basic Velue HedgedB2 EUR US Basic Value Hedged C2 EUR USBasic Value HedgedE2 EUR USD USD USD USD USD USD USD USD USD US0 USD USD USD USD USD USD USD USD USD US Dollar Core BondA1 USD US Dollar Core BondA2 USD US Dollar Core Bond A2 EUR US Dollar Core BondA3 USD US DollarCore Bond E1 USD US DollarCore Bond02 USD US Dollar Core BondCl USD US Dollar Core BondCZ USD US Dollar Core Bond C3 USD US Dc:lar Core Bond E2 USD US DollarCo'e BondX2 USD US0 USD US0 USD USD USD USD US0 USD USD USD USD USD EUR USD US0 USD USD USD USD USD Distributing (0) Non-Distribbting Non-Distributing Distributing(M) Distributing(D) Non.Distributing Distrtbuting(D) Non-Dlstributing Distributing (M) Non-Distributing Non-Distributing US Dollar High Yield Bond A1 USD US Dollar HigCl Yield Bond A2 USD USD USD USD USD Distributing (D) Non-Distributing GBP GBP GEP GEP GBP GBP GBP us3 US0 US0 USD US0 GBP USD EUR USD GBP EUR US0 GBP EUR USD GBP EUR USD GBP EUR USD GBP EUR EUR EUR EUR USD Non-Distributing Non-Distributing Non-Distribu!ing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Datributing Non-Distributing Non-Distributing Non-Distribbting Non-Dlstributing Non-Dktributing Non-Dmibuting Non-Distributing Non-Distributiig Non-Distributing Distributing (A) Distributing (A) Distributing (A) Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Dirtributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Dist:ibl;ting Distributing (A) Non-Distributing Non-Distributing Non-Distributing Non-Distributing Merrill Lynch International Investment Funds 67 Appendix F US Dollar High Yield aond A3 USD US Doilar eigh Yield Bosd B t USD US Dollar hgh Yield acnd B2 USD US Dollar High Yield Bond :1 USD US Dollar HighYield Bonu C2 USD US Dol!arHigh Yield Eond C3 USD US Doliar High Yield Bond E2 USD USD USD USO USD USD USD LiSD USD USD USD USD USD USD Distributing (M) Distributing (3) Non-D:stribu;,ng Distributing (W Non-Distributing Distributing (M) Non-Distributing USDollar Reserve A2 USD US Dol'ar Reserve 32 USD US D o hReserve C2 USD US Dol!ar ReserveE2 USD US0 USD USD USD USD USD Non-Distributing Non-Distributing Non-0.stributing Non-0:rtribut-ng USFlexible Equity A2 USD lis FlexibleEquityA2 EUR US Flexible Equity 82 USD US Flexible Equity E2 EUR US FlexibleEqu:ty C2 US0 ti5 FlexibleEquity C2 EUR US FlexibleEquity E2 USD US FlexibleEquity E l EUR US FlexibleEqcQ A4 OS GBP 1;s FlexibleEquity HedgedA2 EUR US FlexibleEquity HedgedC2 EUR US FlexibleEquity HedgedE2 EUR USD US0 USD USD US0 USD US0 USD US0 USD USD USD USD Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing ivon-Distributing Non-Distributing Non-Distributing Dsstributing(A) Non-Distributing Non-Distr!buting hior-Distr.buting US FocusedValue A2 US0 US FocusedVahe A2 EUR US FocusedValue 82 USD US Focused Value 92 €US US FocusedVaiue C2 USD US FocusedValue C2 EUR US FocusedValue E2 USD US FocusedValue E2 EUR US FocusedValue A4 DS GBP US FocusedValue Hedged A2 EUR IJS FocusedValue Hedged B2 EUR US FocusedValue Hedged C2 EUR US Focured Value Hedged E2 E i R USD USD USD US0 EUR US0 EUR USD EUR USD EUR GBP EUR EUR US0 tiSD USD US0 USD US0 USD US0 USD USD USD USD USD EUR USD EUR US0 EUR US0 EUR GEP EUR EUR EUR EUR EUR Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distribu:ir;g Distributing (A) Non-Distributing Non-DistribuMg Nan-Distribu?ing Non-Distributing US Govt Mortgage At US0 US Govt Mortgage A2 USE US Govt Mortgage A3 USD US Govt Mortgage 31 LSD US Govt Mortgage B2 LSD US Govt Mortgage C1 USD US Govt Mortgage C2 USD US Govt Mortgage C3 USD US Govt Mortgage E2 USD US Govt Mortgage X2 US0 USD USD USD USD USD USD USD bS3 USD USD USD ED USD USD USD USD Distributing (0) Mor;-Distributing Distributing (M) Distributing (D) Non-Dis:ributing Distributicg (D) Non-Distributing Distribu:ing (M) Non-Distributing Non-Distributing US Growth A2 USD US Grow!h A2 EUR US Growth E2 USD US Growth B2 EUR US Growth C 2 US0 US Growth E2 EUR US Growh E2 USD USD USD EUR USD EUR USD EUR USD Non-Distributing Non-Distributing Non-Distributing Nor-Distributing Non-Distributing Non-Distributing Non-Distributing USD USD USD USD USD USD 68 Fserrill Lynch International Inves?rrentFunds USD US9 USD us0 US Growth E2 EUR US Growth X2 USD us3 USD EJil US0 USD USD USD USD EUil US Opportunities A2 USD US Opportunities82 USD US OpponunitiesC2 USD US OpportunitiesE2 USD US OpportunitiesA2 EUR US Opponunities92 EUR US OpportunitiesC2 EUR US OpportunitiesE2 EUR USD us0 us0 US0 US3 USD USD ELiR USSmall CapValue A2 USD US Small Cap Value A2 EUR US Small Cap Value 82 USD US SmallCapValue E2 EUR US Small Cap Value C2 USD US Small Cap Value C2 EUR US Small Cap Value E2 US0 US Small Cap Value E2 EUR USD us3 us0 US0 USD US0 USD USD USD USD Low DurationBond A1 USD USD tow DurationBondA1 EUR USD tow DurationBondA2 USD USD Low DurationBondA2 EUR USD Low Dufation BondA3 USD US0 tow DurationBond A3 EUR USD low DurationBond 81 US0 USD Low DurationBond 81 EUR USD Low DurationEond E2 USD USD low DurationBond 82 fUR USD low DurationBondC1 US0 USD Low OcrationBondC1 EUR USG tow Ourabonflond E2 USD USE tow Duraton BondC2 EUR USD tow DurationBond E2 USD USD Low Duration Bond E2 EUR USD USD USD US0 USD USD USD USD USD USD USD USD USD USD USD USD USD World Bond Fund A1 USD World Bond Fund A2 USD World Bond Fund A3 USD World Bond Fund 81 US0 World BondFundC 1 USD World BondFundE2 USD USD USD U5O us0 USD us0 World Energy A2 USD World EnergyA2 EUR World EnergyB2 USD Worid Energy82 EUR World EnergyC2 USD World EnergyC2 EUR World Energy E2 iiSD :R World EnergyE2 U World EnergyX2USD World EnergyX2 EUR World EnergyA4 DS GBP USD USD USD USD 050 USD USD USD USD USD USD USD us3 us3 EUR EUR EUR USD EU9 USD EUR USD EUR EliR USD EUR USD EUR USD EUR USD EUR USD EUR US0 EUR us0 EUR USD USD US0 USD USD EUR USD EUR USD EUR USD EUR US0 EUR GEP Non-Distributing Norl-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distnbuting Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distfibuting Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Nun-Distributing Distributing (D) Distribdting(0) Non-Distributmg Non-Distributing Distributing(M) Distributing(M) Distribdting(0) Distributing(0) Non-Distributing Non-Distributing Distributing(0) Distributing(0) Non-Distributing Non-Distributing Non-Distributing Non-Distributing Distributing (D) Non-Distributing Non-Dirtributtng Distributing (0) Disiributing (0) Non-Distributing Non-Distributing Non-Distributing Non-Dist:ibuting Non-Distributing Non-Distributing Non.Distributing Non-Distributing Non.Distributing Non-Distributing Non-Distributing Distributing(A) Appendix F USD USD VSD US0 USD USD USD USD USD EUR USD EUR USD EUR USD EUR Nan-Distributing Non-Distributing Non-Distributing Nor: Distcbuting Non-Distribdting Non-Distributirg Non-Dztributing Non-Dis:ributing World Gold A2 USD World Gold AZ EUR World Gold B2 USD World Gold B2 EUR World Gold C2 USD World Gold C2 EU7 World Gold E2 USD World Gold E2 EUR World Gold X2 EUR USD USD USD USD US0 USD USD USD US0 EUR USD EUR USD EUR US0 EUR EUR Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distrib~iing Non-Distribukng Non-Datributing Non-Distributing Non-Distrlbuting World HealthscienceA2 USD World HealthscienceA2 EUR World Healthscience 62 USD World Healthscience B2 EUR World Healthscience CZ USD World Healthscience C2 EUR Wor'.dHealthscience E2 USD World Healthscience E2 EUR USD USD USD US0 USD USD USD US0 US0 EUR USD EUR USD EUR USD EUR Non-Distributing World Income A1 USD Worid income A1 EUR World Income A2 USD World Income A2 EUR World IncomeA3 US0 World income A3 EUR World lncome B1 USD World Income 61 EUR Worldlncome 02 LSD us0 US0 US0 USD USD USD US0 USD VSD US0 USD USD USD USD US0 USD USD US0 EUR US0 Distributing (0) Distributing(0) Non-Distributing Non-Distributing Distributing(M) Dinributing (M) Distributing(0) Distribcting(D) Non-Distributing Non-Distributing Distributing(Dl Distributing(D) Non-Distributing Non-Distributng Non-Distributing Non-Distributing Distributing(MI World Finantials A2 USD World F:nancials A2 EUR World Financials82 USD World Financ als 52 EUR World FinancialsC2 USD World Financials C2 EUR World FinancialsE2 US0 World Financ,als E2 EUR World Income 02 EUR World IncomeC 1 USD World Income C1 EUR World Income C2 US0 World Income C2 EUR World Income E2 USD World Income E2 EUR World Income 13 USD World Mining A2 USD World Mining A2 EUR World Mining 62 UjD World Mining 82 EUR World Mimng C2 US0 World Mining C2 EUR World Mining E USD World Micing E EUR World Mining X US0 World Mining A4 05 GBP US0 EUR USD EUR US0 EUR USD EUR USD EUR US0 EUR USD EUR US3 USD USD US0 EUR US0 US0 USD USD us0 USD US0 USD US0 EUR USD EUR US0 EUR USD GR? Warld Technology A2 USD WorldTechnology A2 EUR World Technology A2 GBP World Technology B2 USD World Techrology B2 GBP World TechnologyB2 EUR World TechnologyC2 US0 WorldTechnology C2 GBP WorldTechnology C2 EUR World Techrology E2 USD World Technology E2 GBP WorldTechnology E2 EUR US0 USD USD EUR USD GBP USD USD USD USD USD USD USD US0 USD USD USD C0P GBP EUR EUR USD GBP EUR Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distribcting Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Dismbuting Non-Dismbuting Fion-Distributing Non-Distributing Non-Dis3ibuting Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Distributing Non-Dimbuting Non-Distriburing Non-D!stributing Non-Distributing Non-Distr1bu:ing Distributing(A) Merrill Lynch International Investment Funds 69 Summary of Subscription Procedure and Payment Instructions 1. Application Form For initial sLbscriptions for Shares you must complete t'le application form wkch may be obtained from the Transfer Agent or the Itwestor Service Certre ard t i e form must be signed by all joint appkants. Subseqdent subscriptions may be made in writirg or by fax or telephoie, stating your registratior details and the amount to be irvested If yobr appiicatlor is being subnitted by your professional adviser, section 5 of the applica:ion form should be ccmpleted. Completed application forms must be sei; to tCle Transfer Agent or t i e Investor Service Centre. IF Morgan Chase New York SWIFT eode cHAsus33 For the account 6f Merrill Ly%h &ves$ment Managers (Channel Islands) Limited @ I Accouht Number 001-1-460185, CHIPS UID 35999 ' ABA Number 02 1000021 Quoting Reference "Name of Fund -,Name of Applichnt" 4 JP Morgan Frankfurt 2. Money Laundering Prevention Please read the notes 01: the appiicatior form regarding the identificat o i documents requ red and ensure that yob provide tnese & SWIFT code CHASDEFX, BLZ 501 108 00 For the account of: Merrill Lynch lnvestm to the Transfer Agenr or :he Investor Service Ceitre togethev w,th your applicatior form 3. Payment Yodr cheque or a copy of your telegraphic transfey iistrurtions should be supplied wit+ your appkation (see sections 4 to 6 below). 4. Payment by Telegraphic Transfer Payment by SWIFT/bank transfer in the relevant currency should be made to one of the accours opposite The SWIFThank transfer irstwrtion should contain :he follow ng information (I) BankName (11) SWIFT Code or Bank Ideptifier (111) Account (iv) Account NLmber (v) Account Reference - "MLIIF - Fbnd name subscribed into" (v) By order of [Shareholder namelagent name & Siareholder numberlagent nunberl 5. Payment by Cheque As payment by cheque may delay dealirg until cleared funds have been received, payment by telegraphic transfer is strongly recommended. Your cheque, made payabie to "Merrill Lyqch 1nvestmer.t Managers (Channel Islands) Limited" and drawn on a bank accoJi: in the comtry or countries of the relevant currency should accompaiy your application. 6. Foreign Exchange If you wish to make payment in a currency other thai that in the Dealing CLrrency (or ore of the Dealing Currencies) of your chosen Fund (see page 2 of th:s ProspectJs), tbis must be made clear a: tne tm of application > I I (formerly 1 1 1 18940) i Pay UBSZurich A$?$$, SWIFT code UBSW H 8 0 A ?'' Account JP M$an London Account numbei 023000000441290500008 5 For the accodt of Merrilt h c h Investment Managed & (Channel Islanhs) Ltd '* Account Number {IBAN) GB56CHAS60924217'354770 2(formerly 17354770) of Applicant" Ref. 'Name of Fun&&rne f ~ 4- f# umber 40386589 For the accountof Merrill Lynch In&trnent Managers '"A 4 8 (Channel Islands) Ltd '!> Account Number (IBAN) G880CHAS609!4222813401 Pay JP Morgan Hong SWIFT code CHASHK ~ ?% . Account number 6743197685 (formerly 24466319) Ref. "Name of Fund JP Morgan Tokyo FT code CHASJPJT ount JP Morgan Lo For the account of Mer (Channel Islands) Ltd Account Number (IBAN) GB69CHA 60924222813405 (formerly 22813405) 1 Ref:<Namexof Fund - Name of Applic$t" 8 7G Nerrill Lynch International Investment Funds c 2"F >. PRISMA OW1010 MLllF PROS ENG 0306