UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-08163 Name of Fund: Mercury International Value V.I. Fund Fund Address: P.O. Box 9011 Princeton, NJ 08543-9011 Name and address of agent for service: Terry K. Glenn, President, Mercury International Value V.I. Fund, 800 Scudders Mill Road, Plainsboro, NJ, 08536. Mailing address: P.O. Box 9011, Princeton, NJ, 08543-9011 Registrant's telephone number, including area code: (609) 282-2800 Date of fiscal year end: 12/31/03 Date of reporting period: 01/01/03 - 06/30/03 Item 1 - Attach shareholder report (BULL LOGO) Merrill Lynch Investment Managers www.mlim.ml.com Semi-Annual Report June 30, 2003 Mercury International Value V.I. Fund Of Mercury Variable Trust This report is only for distribution to shareholders of Mercury International Value V.I. Fund. Past performance results shown in this report should not be considered a representation of future performance. Investment return and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change. A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling toll-free 1-800-MER-FUND (1-800-637-3863); (2) on www.mutualfunds.ml.com; and (3) on the Securities and Exchange Commission's website at http://www.sec.gov. Mercury International Value V.I. Fund of Mercury Variable Trust Box 9011 Princeton, NJ 08543-9011 Printed on post-consumer recycled paper PORTFOLIO INFORMATION WORLDWIDE INVESTMENTS AS OF JUNE 30, 2003 Ten Largest Percent of Equity Holdings Net Assets GlaxoSmithKline PLC 3.8% Barclays PLC 3.4 TotalFinaElf SA	 3.4 Shell Transport & Trading Company 3.3 Intesa BCI SpA 2.8 Fortis 2.6 Telecom Italia SpA 2.6 Novartis AG (Registered Shares) 2.6 BNP Paribas SA 2.5 Royal Bank of Scotland Group PLC 2.2 Five Largest	 Percent of Industries++	 Net Assets Commercial Banks	 15.8% Oil & Gas	 11.5 Diversified Financial Services	 11.3 Pharmaceuticals	 8.0 Diversified Telecommunication Services	 6.5 ++For Fund compliance purposes, "Industries" means any one or more of the industry sub- classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine such industry sub- classifications for reporting ease. OFFICERS AND TRUSTEES Terry K. Glenn, President and Trustee James H. Bodurtha, Trustee Joe Grills, Trustee Herbert I. London, Trustee Andre F. Perold, Trustee Roberta Copper Ramo, Trustee Robert S. Salomon, Jr., Trustee Stephen B. Swensrud, Trustee Robert C. Doll, Jr., Senior Vice President James Macmillan, Vice President Donald C. Burke, Vice President and Treasurer Stephen M. Benham, Secretary Custodian Brown Brothers Harriman & Co. 40 Water Street Boston, MA 02109-3661 Transfer Agent Financial Data Services, Inc. 4800 Deer Lake Drive East Jacksonville, FL 32246-6484 888-763-2260 June 30, 2003, Mercury International Value V.I. Fund DEAR SHAREHOLDER Investment Review We are pleased to present you this semi-annual report of Mercury International Value V.I. Fund. For the six months ended June 30, 2003, the Fund had a total return of +11.14%, outperforming the unmanaged benchmark Morgan Stanley Capital International Europe, Australasia, Far East (MSCI EAFE) Index, which had a total return of +9.47%, and underperforming the unmanaged MSCI EAFE Value Index, which had a total return of +11.92%. (Complete performance information can be found on page 5 of this report to shareholders.) Value stocks continued to generate better returns than their growth counterparts for the six-month period ended June 30, 2003. The relative performance of value and growth styles was very volatile, dominated by the fortunes of the financial sector. Financial stocks such as banks and insurance companies performed very poorly in the third quarter of 2002 as investors became concerned that low levels of equity markets would lead to major financial bankruptcies, or further forced selling of equities by banks. As no major bankruptcies occurred after the December 31, 2002 book close, investors grew more confident in bank balance sheets. Easing of bank capital adequacy requirements allayed fears of further forced selling of equities from banks and insurance companies, and provided a platform for a rebound in markets, in which financial shares performed very strongly. The Fund's outperformance of the benchmark was mainly attributable to stock selection in the banks, insurance and utilities sectors. The areas that contributed negatively to Fund performance were media, materials, and software and services. From a country perspective, the leading markets included New Zealand, Spain and Sweden, while the Netherlands, Australia and Portugal were among the weakest markets. The main transactions that we initiated were all a result of bottom- up stock picking. Stocks that were sold after they became unattractively valued were Hong Kong Electric Holdings Limited, Komatsu Ltd., Assicurazioni Generali and ABN AMRO Holding NV. In addition, major reductions took place in Royal Bank of Scotland Group PLC, Yamanouchi Pharmaceutical Co., Ltd. and Telefonica SA. The proceeds were mainly used to build new positions in Credit Suisse Group, Asahi Breweries Limited, Showa Shell Sekiyu K.K., Santos Limited and TABCORP Holdings Limited. We also increased existing positions in Telecom Italia SpA, Barclays PLC and Fortis. Economic Environment Global economic prospects have improved during recent months. First, monetary conditions have become more expansionary. The recent fall in bond yields is a boost to consumers, reflected in another mortgage refinancing wave in the United States, and to companies through a reduction in the cost of capital. Second, we have seen a substantial easing of broader financial conditions, and fears of a global credit crunch have so far proved unfounded. Third, prospects for fiscal easing in Europe have improved. Germany will implement tax cuts of 0.3% of gross domestic product (GDP) next year and a further 0.8% of GDP in 2005. The end to the Iraq war has brought additional economic benefits through a lift to the extreme risk aversion that gripped the global economy earlier this year. This has been reflected in a modest bounce in consumer and business confidence surveys since March. The major headwinds that still face the economy are from the excessive debt levels that were built up in the "bubble years." This is likely to hold back consumer and corporate spending for many years as balance sheets are repaired, in our opinion. However, we are currently seeing the first encouraging signs that corporate retrenchment is sufficiently advanced to allow a modest rise in investment spending after two years of declines. June 30, 2003, Mercury International Value V.I. Fund The relative outperformance of value compared to growth during the last three years means that there is presently less of a stark valuation discrepancy in favor of value stocks. At the moment, the Fund is still overweight in the more economically sensitive sectors such as hotels, restaurants and leisure, energy, capital goods and diversified financials. This is at the expense of food, beverage and tobacco, insurance and technology hardware and equipment. While valuations of equity markets in early March were more appealing than going into any of the previous bear market upturns, the subsequent rally has taken global aggregates back into expensive territory. On a price-to-normalized earnings basis, the world market stands well above its long-run average, with an emphasis concentrated in the United States. European and Asian equities both trade at around 17 times normalized earnings, which are expected to grow modestly in 2004. Global equities continue to look more attractive relative to government bonds or cash, using metrics such as implied earnings growth or a comparison of real bond yields compared to dividend yields (again the United States looks less attractive than the rest of the world). However, this comparison says more about the high cost of bonds than any cheapness of equities. On our models of "fair value" for 10-year bonds, the U.S. bond market is expensive, although the Eurozone and U.K. markets are less valued. While we continue to look for a global earnings recovery, we question whether the pace of growth will be sufficient to generate sustained earnings upgrades in many cyclical sectors. The first quarter earnings season in the United States did indeed produce some genuine upward surprises, both in terms of the quantity and quality of earnings. Although concerns over earnings quality have subsided, there remains uncertainty, such as options expensing and health care costs, that could have a negative impact at the stock level. While the depth of Asian domestic economies is increasing, earnings will continue to depend on the health of the U.S. consumer. European earnings, which are more geared to global production growth, will be held back by the appreciation of the euro, and are unlikely to display rapid growth. June 30, 2003, Mercury International Value V.I. Fund In Conclusion We continue to believe that fundamental factors such as earnings growth and cash flow generation will be increasingly important to investors and believe that the Fund is well positioned for progress in the future. We appreciate your support of Mercury International Value V.I. Fund, and we look forward to serving your investment needs in the months and years ahead. Sincerely, (Terry K. Glenn) Terry K. Glenn President and Trustee (James Macmillan) James Macmillan Portfolio Manager July 21, 2003 FUND PERFORMANCE DATA ABOUT FUND PERFORMANCE None of the past results shown should be considered a representation of future performance. Figures shown in each of the following tables assume reinvestment of all dividends and capital gains distributions at net asset value on the ex-dividend date. Insurance-related fees and expenses are not reflected in these returns. Investment return and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. AVERAGE ANNUAL TOTAL RETURN % Return One Year Ended 6/30/03 -7.86% Five Years Ended 6/30/03 +0.53 Since inception (6/10/98) through 6/30/03 +0.50 RECENT PERFORMANCE RESULTS 6-Month 12-Month Since Inception As of June 30, 2003 Total Return Total Return Total Return* Mercury International Value V.I. Fund +11.14% -7.86% + 2.58% MSCI EAFE Index** + 9.47 -6.46 -18.46 *The Fund commenced operations on 6/10/98. **Since inception total return is from 6/30/98. June 30, 2003, Mercury International Value V.I. Fund SCHEDULE OF INVESTMENTS In U.S. Dollars Shares Industry+++ Common Stocks--95.0% Held Value Australia--2.9% Hotels, Restaurants & TABCORP Holdings Limited 492,000 $ 3,553,666 Leisure--1.4% Oil & Gas--1.5% Santos Limited 945,111 3,739,648 Total Common Stocks in Australia 7,293,314 France--13.3% Auto Components--1.8% PSA Peugeot Citroen 90,850 4,413,056 Commercial Banks--2.5% BNP Paribas SA 124,393 6,320,964 Commercial Services & Societe BIC SA 67,171 2,614,903 Supplies--1.0% Hotels, Restaurants & Accor SA 106,163 3,840,235 Leisure--1.5% Metals & Mining--2.0% Arcelor 190,483 2,218,034 Pechiney SA 'A' 75,261 2,701,675 ------------ 4,919,709 Multiline Retail--1.1% Pinault-Printemps-Redoute SA 36,575 2,755,258 Oil & Gas--3.4% TotalFinaElf SA 56,810 8,585,286 Total Common Stocks in France 33,449,411 Germany--5.0% Diversified Financial DePfa Bank PLC 70,736 5,503,309 Services--2.2% Electric Utilities--1.7% E.On AG 82,826 4,258,218 Machinery--1.1% Linde AG 73,821 2,733,059 Total Common Stocks in Germany 12,494,586 Hong Kong--1.6% Media--0.6% South China Morning Post Holdings Ltd. 3,469,000 1,367,911 Real Estate--1.0% Henderson Land Development Company Limited 905,000 2,599,591 Total Common Stocks in Hong Kong 3,967,502 June 30, 2003, Mercury International Value V.I. Fund SCHEDULE OF INVESTMENTS (CONTINUED) In U.S. Dollars Shares Industry+++ Common Stocks Held Value Ireland--1.6% Commercial Banks--1.6% Allied Irish Banks PLC 55,000 $ 821,702 Allied Irish Banks PLC 221,291 3,359,459 Total Common Stocks in Ireland 4,181,161 Italy--8.2% Building Products--0.8% Buzzi Unicem SpA 309,688 2,104,619 Commercial Banks--2.8% Intesa BCI SpA 2,190,608 7,005,901 Diversified Telecom Italia SpA 715,199 6,474,296 Telecommunication Services--2.6% Oil & Gas--2.0% ENI SpA 332,338 5,026,965 Total Common Stocks in Italy 20,611,781 Japan--18.3% Auto Components--2.0% Honda Motor Co., Ltd. 136,000 5,153,446 Beverages--1.4% Asahi Breweries Limited 587,000 3,544,243 Chemicals--0.6% Sumitomo Bakelite Company Limited 386,000 1,610,543 Diversified Financial Promise Co., Ltd. 89,000 3,328,003 Services--4.6% Sanyo Shinpan Finance Co., Ltd. 157,700 4,662,378 Takefuji Corporation 66,500 3,450,302 ------------ 11,440,683 Diversified Nippon Telegraph & Telephone Telecommunication Corporation (NTT) 925 3,628,357 Services--1.4% Hotels, Restaurants & Namco Ltd. 277,000 4,420,004 Leisure--1.8% Household Durables--3.0% Daiwa House Industry Co., Ltd. 572,000 3,934,807 Matsushita Electric Industrial Company, Ltd. 362,000 3,584,576 ------------ 7,519,383 Machinery--0.6% Amada Co., Ltd. 494,000 1,588,041 Oil & Gas--1.3% Showa Shell Sekiyu K.K. 457,000 3,280,733 Pharmaceuticals--1.6% Yamanouchi Pharmaceutical Co., Ltd. 152,000 3,962,190 Total Common Stocks in Japan 46,147,623 June 30, 2003, Mercury International Value V.I. Fund SCHEDULE OF INVESTMENTS (CONTINUED) In U.S. Dollars Shares Industry+++ Common Stocks Held Value Netherlands--9.1% Chemicals--1.0% Akzo Nobel NV 93,484 $ 2,477,691 Commercial Services & Vedior NV 'A' 337,887 3,061,418 Supplies--1.2% Diversified Financial Fortis 383,105 6,599,077 Services--4.5% ING Groep NV 275,660 4,789,463 ------------ 11,388,540 Household Durables--1.3% Koninklijke (Royal) Philips Electronics NV 164,140 3,121,396 Media--1.1% Wolters Kluwer NV 'A' 231,788 2,794,823 Total Common Stocks in the Netherlands 22,843,868 Portugal--1.3% Electric Utilities--1.3% Electricidade de Portugal, SA (EDP) 1,510,228 3,225,741 Total Common Stocks in Portugal 3,225,741 Singapore--1.5% Electronic Equipment & ++Singapore Post Limited 9,812,000 3,788,847 Instruments--1.5% Total Common Stocks in Singapore 3,788,847 Spain--1.3% Diversified ++Telefonica SA 291,952 3,389,508 Telecommunication Services--1.3% Total Common Stocks in Spain 3,389,508 Sweden--1.7% Commercial Banks--1.7% Nordbanken Holding AB 882,429 4,255,087 Total Common Stocks in Sweden 4,255,087 Switzerland--6.7% Building Products--1.0% Geberit AG (Registered Shares) 8,414 2,590,261 Commercial Banks--1.6% Credit Suisse Group 154,963 4,078,425 Construction Holcim Ltd. (Registered Shares) 99,355 3,671,122 Materials--1.5% Pharmaceuticals--2.6% Novartis AG (Registered Shares) 162,812 6,442,526 Total Common Stocks in Switzerland 16,782,334 June 30, 2003, Mercury International Value V.I. Fund SCHEDULE OF INVESTMENTS (CONTINUED) In U.S. Dollars Shares Industry+++ Common Stocks Held Value United Kingdom--22.5% Commercial Banks--5.6% Barclays PLC 1,158,127 $ 8,599,868 Royal Bank of Scotland Group PLC 197,736 5,546,995 ------------ 14,146,863 Commercial Services & Chubb PLC 1,638,757 2,041,665 Supplies--0.8% Diversified BT Group PLC 918,235 3,087,269 Telecommunication Services--1.2% Energy Equipment & British Energy PLC (Deferred Shares) 54,000 1 Service--0.0% Food & Staples J Sainsbury PLC 827,323 3,467,623 Retailing--1.4% Food Products--1.5% Unilever PLC 470,337 3,744,808 Industrial Smiths Industries PLC 350,475 4,065,701 Conglomerates--2.1% Tomkins PLC 325,964 1,221,008 ------------ 5,286,709 Insurance--1.4% AVIVA PLC 511,801 3,553,435 Oil & Gas--3.3% Shell Transport & Trading Company 1,271,376 8,391,838 Pharmaceuticals--3.8% GlaxoSmithKline PLC 471,101 9,507,439 Transportation BAA PLC 439,861 3,560,226 Infrastructure--1.4% Total Common Stocks in the United Kingdom 56,787,876 Total Common Stocks (Cost--$232,402,943) 239,218,639 Preferred Stocks--1.5% Germany--1.5% Chemicals--1.5% Henkel KGaA 60,227 3,728,504 Total Preferred Stocks (Cost--$3,984,139) 3,728,504 June 30, 2003, Mercury International Value V.I. Fund SCHEDULE OF INVESTMENTS (CONCLUDED) In U.S. Dollars Face Short-Term Investments--13.1% Amount Value Time Deposits Brown Brothers Harriman & Company, .61% due 7/01/2003 $ 2,687,471 $ 2,687,471 Shares Held/ Beneficial Interest Merrill Lynch Liquidity Series, LLC Money Market Series (a)(b) $18,250,600 18,250,600 Merrill Lynch Premier Institutional Fund (a)(b) 12,167,068 12,167,068 ------------ 30,417,668 Total Short-Term Investments (Cost--$33,105,139) 33,105,139 Total Investments (Cost--$269,492,221)--109.6% 276,052,282 Liabilities in Excess of Other Assets--(9.6%) (24,141,061) ------------ Net Assets--100.0% $251,911,221 ============ ++Non-income producing security. +++For Fund compliance purposes, "Industry" means any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine such industry sub- classifications for reporting ease. (a)Investments in companies considered to be an affiliate of the Fund (such companies are defined as "Affiliated Companies" in Section 2(a)(3) of the Investment Company Act of 1940) are as follows: Interest/ Net Dividend Affiliate Activity Income Merrill Lynch Liquidity Series, LLC Money Market Series $16,906,651 $56,849 Merrill Lynch Premier Institutional Fund 10,975,265 $34,511 (b)Security was purchased with the cash proceeds from securities loans. See Notes to Financial Statements. June 30, 2003, Mercury International Value V.I. Fund STATEMENT OF ASSETS AND LIABILITIES As of June 30, 2003 Assets: Investments, at value (including securities loaned of $28,742,339) (identified cost--$269,492,221) $ 276,052,282 Cash 1,810 Foreign cash (cost--$5) 5 Receivables: Capital shares sold $ 4,829,771 Dividends 1,844,788 Securities lending--net 29,953 Interest 45 6,704,557 -------------- Prepaid expenses 4,094 -------------- Total assets 282,762,748 -------------- Liabilities: Collateral on securities loaned, at value 30,417,668 Payables: Capital shares redeemed 222,242 Investment adviser 160,074 Other affiliates 2,156 384,472 -------------- Accrued expenses 49,387 -------------- Total liabilities 30,851,527 -------------- Net Assets: Net assets $ 251,911,221 ============== Net Assets Consist of: Paid-in capital $ 334,219,360 Undistributed investment income--net $ 4,354,431 Accumulated realized capital losses on investments and foreign currency transactions--net (93,332,417) Unrealized appreciation on investments and foreign currency transactions--net 6,669,847 -------------- Total accumulated losses--net (82,308,139) -------------- Net assets--Equivalent to $9.18 per share based on 27,427,067 shares outstanding++ $ 251,911,221 ============== ++Unlimited shares of no par value authorized. See Notes to Financial Statements. June 30, 2003, Mercury International Value V.I Fund STATEMENT OF OPERATIONS For the Six Months Ended June 30, 2003 Investment Income: Dividends (net of $766,591 foreign withholding tax) $ 5,247,253 Securities lending--net 91,360 Interest 9,695 Other 17,445 -------------- Total income 5,365,753 -------------- Expenses: Investment advisory fees $ 861,642 Accounting services 50,951 Custodian fees 38,117 Printing and shareholder reports 25,457 Professional fees 24,914 Trustees' fees and expenses 9,683 Transfer agent fees 3,125 Pricing fees 2,729 Other 5,540 -------------- Total expenses 1,022,158 -------------- Investment income--net 4,343,595 -------------- Realized & Unrealized Gain (Loss)on Investments & Foreign Currency Transactions--Net: Realized gain (loss) from: Investments--net (8,539,032) Foreign currency transactions--net 507,920 (8,031,112) -------------- Change in unrealized appreciation/depreciation on: Investments--net 28,583,419 Foreign currency transactions--net (560) 28,582,859 -------------- -------------- Total realized and unrealized gain on investments and foreign currency transactions--net 20,551,747 -------------- Net Increase in Net Assets Resulting from Operations $ 24,895,342 ============== See Notes to Financial Statements. June 30, 2003, Mercury International Value V.I. Fund STATEMENTS OF CHANGES IN NET ASSETS For the Six For the Months Ended Year Ended June 30, December 31, Increase (Decrease) in Net Assets: 2003 2002 Operations: Investment income--net $ 4,343,595 $ 4,415,984 Realized loss on investments and foreign currency transactions--net (8,031,112) (26,037,861) Change in unrealized appreciation/depreciation on investments and foreign currency transactions--net 28,582,859 (14,681,514) -------------- -------------- Net increase (decrease) in net assets resulting from operations 24,895,342 (36,303,391) -------------- -------------- Dividends to Shareholders: Investment income--net -- (11,858,577) -------------- -------------- Net decrease in net assets resulting from dividends to shareholders -- (11,858,577) -------------- -------------- Capital Share Transactions: Net decrease in net assets derived from capital share transactions (12,986,035) (61,154,402) -------------- -------------- Net Assets: Total increase (decrease) in net assets 11,909,307 (109,316,370) Beginning of period 240,001,914 349,318,284 -------------- -------------- End of period* $ 251,911,221 $ 240,001,914 ============== ============== *Undistributed investment income--net $ 4,354,431 $ 10,836 ============== ============== See Notes to Financial Statements. June 30, 2003, Mercury International Value V.I. Fund FINANCIAL HIGHLIGHTS The following per share data and ratios have been derived from information provided in the financial statements. For the Six Months Ended Increase (Decrease) in June 30, For the Year Ended December 31, Net Asset Value: 2003 2002 2001 2000 1999 Per Share Operating Performance: Net asset value, beginning of period $ 8.26 $ 9.69 $ 11.68 $ 11.52 $ 9.52 --------- --------- --------- --------- --------- Investment income--net .15++ .13++ .20++ .22 .15 Realized and unrealized gain (loss) on investments and foreign currency transactions--net .77 (1.21) (1.71) .10 1.91 --------- --------- --------- --------- --------- Total from investment operations .92 (1.08) (1.51) .32 2.06 --------- --------- --------- --------- --------- Less dividends and distributions: Investment income--net -- (.35) (.24) (.11) (.06) Realized gain on investments--net -- -- (.24) (.05) -- --------- --------- --------- --------- --------- Total dividends and distributions -- (.35) (.48) (.16) (.06) --------- --------- --------- --------- --------- Net asset value, end of period $ 9.18 $ 8.26 $ 9.69 $ 11.68 $ 11.52 ========= ========= ========= ========= ========= Total Investment Return:** Based on net asset value per share 11.14%+++ (11.54%) (12.90%) 2.85% 21.68% ========= ========= ========= ========= ========= Ratios to Average Net Assets: Expenses, excluding reorganization expenses .89%* .91% .99% .93% 1.01% ========= ========= ========= ========= ========= Expenses .89%* .91% 1.01% .93% 1.01% ========= ========= ========= ========= ========= Investment income--net 3.78%* 1.38% 1.83% 2.20% 1.63% ========= ========= ========= ========= ========= Supplemental Data: Net assets, end of period (in thousands) $ 251,911 $ 240,002 $ 349,318 $ 356,292 $ 284,834 ========= ========= ========= ========= ========= Portfolio turnover 12% 55% 62% 39% 71% ========= ========= ========= ========= ========= *Annualized. **Total investment returns exclude insurance-related fees and expenses. ++Based on average shares outstanding. +++Aggregate total investment return. See Notes to Financial Statements. June 30, 2003, Mercury International Value V.I. Fund NOTES TO FINANCIAL STATEMENTS 1. Significant Accounting Policies: Mercury International Value V.I. Fund (the "Fund") is a fund of Mercury Variable Trust (the "Trust"). The Trust is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company, which is organized as a Massachusetts business trust. The Fund's financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require the use of management accruals and estimates. These unaudited financial statements reflect all adjustments, which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. All such adjustments are of a normal, recurring nature. Shares of the Fund are not offered to the general public, but may only be purchased by the separate accounts of participating insurance companies for the purpose of funding variable annuity contracts and/or variable life insurance contracts. The following is a summary of significant accounting policies followed by the Fund. (a) Valuation of investments--Portfolio securities that are traded on stock ex-changes or the Nasdaq National Market are valued at the last sale price or official closing price on the exchange on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price for long positions and at the last available ask price for short positions. Securities traded in the over-the-counter market are valued at the last available bid price prior to the time of valuation. In cases where securities are traded on more than one exchange, the securities are valued on the exchange designated by or under the authority of the Board of Trustees as the primary market. Portfolio securities that are traded both in the over-the-counter market and on a stock exchange are valued according to the broadest and most representative market, and it is expected that for debt securities this ordinarily will be the over-the-counter market. Options written or purchased are valued at the last sale price in the case of exchange-traded options. In the case of options traded in the over-the-counter market, valuation is the last asked price (options written) or the last bid price (options purchased). Futures contracts are valued at the settlement price at the close of the applicable exchange. Short-term securities are valued at amortized cost, which approximates market value. Securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Board of Trustees of the Trust. Occasionally, events affecting the values of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the market on which such securities trade) and the close of business on the NYSE. If events (for example, company announcement, natural disasters, market volatility) occur during such periods that are expected to materially affect the value for such securities, those securities may be valued at their fair market value as determined in good faith by the Trust's Board of Trustees or by the investment adviser using a pricing service and/or procedures approved by the Board of Trustees of the Trust. June 30, 2003, Mercury International Value V.I. Fund NOTES TO FINANCIAL STATEMENTS (CONTINUED) (b) Derivative financial instruments--The Fund may engage in various portfolio investment strategies both to increase the return of the Fund and to hedge, or protect, its exposure to interest rate movement and movements in the securities markets. Losses may arise due to changes in the value of the contract or if the counterparty does not perform under the contract. * Forward foreign exchange contracts--The Fund is authorized to enter into forward foreign exchange contracts as a hedge against either specific transactions or portfolio positions. The contract is marked-to-market daily and the change in market value is recorded by the Fund as an unrealized gain or loss. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed. (c) Foreign currency transactions--Transactions denominated in foreign currencies are recorded at the exchange rate prevailing when recognized. Assets and liabilities denominated in foreign currencies are valued at the exchange rate at the end of the period. Foreign currency transactions are the result of settling (realized) or valuing (unrealized) assets or liabilities expressed in foreign currencies into U.S. dollars. Realized and unrealized gains or losses from investments include the effects of foreign exchange rates on investments. (d) Income taxes--It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no Federal income tax provision is required. Under the applicable foreign tax law, withholding taxes may be imposed on interest, dividends and capital gains at various rates. (e) Security transactions and investment income--Security transactions are recorded on the dates the transactions are entered into (the trade dates). Realized gains and losses on security transactions are determined on the identified cost basis. Dividend income is recorded on the ex-dividend dates. Dividends from foreign securities where the ex-dividend date may have passed are subsequently recorded when the Fund has determined the ex-dividend date. Interest income is recognized on the accrual basis. (f) Dividends and distributions--Dividends and distributions paid by the Fund are recorded on the ex-dividend dates. (g) Deferred organization expenses--Expenses incurred by the Trust in connection with the organization, registration and the initial public offering of shares are being deferred and amortized over the period of benefit, but not to exceed sixty months from the Fund's commencement of operations. The proceeds of any redemption of the initial shares by the original shareholder will be reduced by a pro- rata portion of any then unamortized organization expenses in the same proportion as the number of initial shares being redeemed bears to the number of initial shares outstanding at the time of such redemption. June 30, 2003, Mercury International Value V.I. Fund NOTES TO FINANCIAL STATEMENTS (CONTINUED) (h) Securities lending--The Fund may lend securities to financial institutions that provide cash or securities issued or guaranteed by the U.S. government as collateral, which will be maintained at all times in an amount equal to at least 100% of the current market value of the loaned securities. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. Where the Fund receives securities as collateral for the loaned securities, it receives a fee from the borrower. The Fund typically receives the income on the loaned securities, but does not receive the income on the collateral. Where the Fund receives cash collateral, it may invest such collateral and retain the amount earned on such investment, net of any amount rebated to the borrower. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within five business days. The Fund may pay reasonable finder's, lending agent, administrative and custodial fees in connection with its loans. In the event that the borrower defaults on its obligation to return borrowed securities because of insolvency or for any other reason, the Fund could experience delays and costs in gaining access to the collateral. The Fund also could suffer a loss where the value of the collateral falls below the market value of the borrowed securities, in the event of borrower default or in the event of losses on investments made with cash collateral. 2. Investment Advisory Agreement and Transactions with Affiliates: The Trust has entered into an Investment Advisory Agreement for the Fund with Fund Asset Management, L.P., doing business as Mercury Advisors. The general partner of Mercury Advisors is Princeton Services, Inc. ("PSI"), an indirect, wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is the limited partner. Mercury Advisors is responsible for the management of the Fund's investments and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of the Fund. For such services, the Fund pays a monthly fee at an annual rate of .75% of the average daily value of the Fund's net assets. Mercury Advisors has contractually agreed to pay all annual operating expenses in excess of 1.35% as applied to the Fund's daily net assets through September 30, 2003. Mercury Advisors has entered into a Sub-Advisory Agreement for the Fund with Merrill Lynch Asset Management U.K. Ltd., an affiliate of Mercury Advisors. The sub-advisory arrangement is for investment research, recommendations and other investment-related services to be provided to the Fund. There is no increase in the aggregate fees paid by the Fund for these services. The Fund has received an exemptive order from the Securities and Exchange Commission permitting it to lend portfolio securities to Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), a subsidiary of ML & Co., or its affiliates. Pursuant to that order, the Fund also has retained Merrill Lynch Investment Managers, LLC ("MLIM, LLC"), an affiliate of Mercury Advisors, as the securities lending agent for a fee based on a share of the returns on investment of cash collateral. MLIM, LLC may, on behalf of the Fund, invest cash collateral received by the Fund for such loans, among other things, in a private investment company managed by MLIM, LLC or in registered money market funds advised by Mercury Advisors or its affiliates. For the six months ended June 30, 2003, MLIM, LLC received $42,342 in securities lending agent fees. June 30, 2003, Mercury International Value V.I. Fund NOTES TO FINANCIAL STATEMENTS (CONTINUED) Financial Data Services, Inc. ("FDS"), an indirect, wholly-owned subsidiary of ML & Co., is the Fund's transfer agent. In addition, MLPF&S received $950 in commissions on the execution of portfolio security transactions for the Fund for the six months ended June 30, 2003. FAM Distributors, Inc. ("FAMD"), an indirect, wholly-owned subsidiary of Merrill Lynch Group, Inc., is the Fund's distributor. For the six months ended June 30, 2003, the Fund reimbursed Mercury Advisors $2,927 for certain accounting services. Certain officers and/or trustees of the Trust are officers and/or directors of Mercury Advisors, FAMD, PSI, FDS, and/or ML & Co. 3. Investments: Purchases and sales of investments, excluding short-term securities, for the six months ended June 30, 2003 were $28,715,404 and $61,364,463, respectively. Net realized gains (losses) for the six months ended June 30, 2003 and net unrealized gains as of June 30, 2003 were as follows: Realized Unrealized Gains (Losses) Gains Long-term investments $ (8,539,032) $ 6,560,061 Foreign currency transactions 507,920 109,786 -------------- -------------- Total $ (8,031,112) $ 6,669,847 ============== ============== As of June 30, 2003, net unrealized appreciation for Federal income tax purposes aggregated $2,506,892, of which $26,104,217 related to appreciated securities and $23,597,325 related to depreciated securities. At June 30, 2003, the aggregate cost of investments for Federal income tax purposes was $273,545,390. 4. Capital Share Transactions: Transactions in capital shares were as follows: For the Six Months Ended June 30, 2003 Shares Dollar Amount Shares sold 5,254,286 $ 42,536,548 Shares redeemed (6,874,583) (55,522,583) -------------- -------------- Net decrease (1,620,297) $ (12,986,035) ============== ============== June 30, 2003, Mercury International Value V.I. Fund NOTES TO FINANCIAL STATEMENTS (CONCLUDED) For the Year Ended December 31, 2002 Shares Dollar Amount Shares sold 18,668,459 $ 172,994,436 Shares issued to shareholders in reinvestment of dividends 1,268,867 11,858,577 -------------- -------------- Total issued 19,937,326 184,853,013 Shares redeemed (26,933,266) (246,007,415) -------------- -------------- Net decrease (6,995,940) $ (61,154,402) ============== ============== 5. Short-Term Borrowings: The Fund, along with certain other funds managed by Mercury Advisors and its affiliates, is a party to a $500,000,000 credit agreement with Bank One, N.A. and certain other lenders. The Fund may borrow under the credit agreement to fund shareholder redemptions and for other lawful purposes other than for leverage. The Fund may borrow up to the maximum amount allowable under the Fund's current prospectus and statement of additional information, subject to various other legal, regulatory or contractual limits. The Fund pays a commitment fee of .09% per annum based on the Fund's pro rata share of the unused portion of the credit agreement. Amounts borrowed under the credit agreement bear interest at a rate equal to, at each fund's election, the Federal Funds rate plus .50% or a base rate as determined by Bank One, N.A. On November 29, 2002, the credit agreement was renewed for one year under the same terms, except that the commitment was reduced from $1,000,000,000 to $500,000,000. The Fund did not borrow under the credit agreement during the six months ended June 30, 2003. 6. Capital Loss Carryforward: On December 31, 2002, the Fund had a net capital loss carryforward of $75,532,445, of which $15,582,411 expires in 2008, $18,093,629 expires in 2009 and $41,856,405 expires in 2010. This amount will be available to offset like amounts of any future taxable gains. 7. Reorganization Plan: On July 7, 2003, the Trust's Board of Trustees approved a plan of reorganization, subject to shareholder approval and certain other conditions, whereby the Fund will change its name to International Value V.I. Fund and become a fund of Merrill Lynch Variable Series Funds, Inc. June 30, 2003, Mercury International Value V.I. Fund Item 2 - Did registrant adopt a code of ethics, as of the end of the period covered by this report, that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party? If not, why not? Briefly describe any amendments or waivers that occurred during the period. State here if code of ethics/amendments/waivers are on website and give website address-. State here if fund will send code of ethics to shareholders without charge upon request--N/A (annual requirement only and not required to be answered until the registrant's fiscal year-end on or after July 15, 2003) Item 3 - Did the registrant's board of directors determine that the registrant either: (i) has at least one audit committee financial expert serving on its audit committee; or (ii) does not have an audit committee financial expert serving on its audit committee? If yes, disclose name of financial expert and whether he/she is "independent," (fund may, but is not required, to disclose name/ independence of more than one financial expert) If no, explain why not. -N/A (annual requirement only and not required to be answered until the registrant's fiscal year-end on or after July 15, 2003) Item 4 - Disclose annually only (not answered until December 15, 2003) (a) Audit Fees - Disclose aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. N/A. (b) Audit-Related Fees - Disclose aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category. N/A. (c) Tax Fees - Disclose aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category. N/A. (d) All Other Fees - Disclose aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category. N/A. (e)(1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. N/A. (e)(2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. N/A. (f) If greater than 50%, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. N/A. (g) Disclose the aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant. N/A. (h) Disclose whether the registrant's audit committee has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. N/A. Item 5 - If the registrant is a listed issuer as defined in Rule 10A- 3 under the Exchange Act, state whether or not the registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. If the registrant has such a committee, however designated, identify each committee member. If the entire board of directors is acting as the registrant's audit committee in Section 3(a)(58)(B) of the Exchange Act, so state. If applicable, provide the disclosure required by Rule 10A-3(d) under the Exchange Act regarding an exemption from the listing standards for audit committees. N/A (Listed issuers must be in compliance with the new listing rules by the earlier of their first annual shareholders meeting after January 2004, or October 31, 2004 (annual requirement)) Item 6 - Reserved Item 7 - For closed-end funds that contain voting securities in their portfolio, describe the policies and procedures that it uses to determine how to vote proxies relating to those portfolio securities. N/A Item 8--Reserved Item 9(a) - The registrant's certifying officers have reasonably designed such disclosure controls and procedures to ensure material information relating to the registrant is made known to us by others particularly during the period in which this report is being prepared. The registrant's certifying officers have determined that the registrant's disclosure controls and procedures are effective based on our evaluation of these controls and procedures as of a date within 90 days prior to the filing date of this report. Item 9(b)--There were no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Item 10 - Exhibits 10(a) - Attach code of ethics or amendments/waivers, unless code of ethics or amendments/waivers is on website or offered to shareholders upon request without charge. N/A. 10(b) - Attach certifications pursuant to Section 302 of the Sarbanes-Oxley Act. Attached hereto. Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Mercury International Value V.I. Fund By: _/s/ Terry K. Glenn_______ Terry K. Glenn, President of Mercury International Value V.I. Fund Date: August 21, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: _/s/ Terry K. Glenn________ Terry K. Glenn, President of Mercury International Value V.I. Fund Date: August 21, 2003 By: _/s/ Donald C. Burke________ Donald C. Burke, Chief Financial Officer of Mercury International Value V.I. Fund Date: August 21, 2003 Attached hereto as a furnished exhibit are the certifications pursuant to Section 906 of the Sarbanes-Oxley Act.