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 811-2857 Name of Fund: Core Bond Portfolio of Merrill Lynch Bond Fund, Inc. Intermediate Term Portfolio of Merrill Lynch Bond Fund, Inc. Fund Address: P.O. Box 9011 Princeton, NJ 08543-9011 Name and address of agent for service: Terry K. Glenn, President, Core Bond Portfolio and Intermediate Term Portfolio of Merrill Lynch Bond Fund, Inc., 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: 09/30/03 Date of reporting period: 10/01/02 - 09/30/03 Item 1 - Attach shareholder report (BULL LOGO) Merrill Lynch Investment Managers www.mlim.ml.com This report is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless accompanied or preceded by the Fund's current prospectus. 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. Merrill Lynch Bond Fund, Inc. Box 9011 Princeton, NJ 08543-9011 (BULL LOGO) Merrill Lynch Investment Managers www.mlim.ml.com Core Bond Portfolio & Intermediate Term Portfolio of Merrill Lynch Bond Fund, Inc. Annual Report September 30, 2003 A Letter From the President Dear Shareholder Now in its final quarter, 2003 has been a meaningful year in many respects. After one of the most significant equity market downturns in many investors' memories, this year finally brought hopeful signs for a sustainable economic recovery. Sub par economic growth of 1.4% in the first quarter of 2003 increased to projected growth of more than 4% in the second half of the year. With that good news, fixed income investments, which had become the asset class of choice during the long equity market decline, faced new challenges. Earlier in the year, the Federal Reserve Board continued its accommodative monetary policy, lowering the Federal Funds rate in June to 1%, its lowest level since 1958. With this move, long-term interest rates continued to be volatile, as investors began to anticipate the impact of future Federal Reserve Board moves and economic revitalization. As of September 30, 2003, the ten-year Treasury bond was yielding 3.96%. This compared to a yield of 3.83% six months earlier and 3.63% one year ago. Against this backdrop, our portfolio managers continued to work diligently to deliver on our commitment to provide superior performance within reasonable expectations for risk and return. With that said, remember also that the advice and guidance of a skilled financial advisor often can mean the difference between successful and unsuccessful investing. A financial professional can help you choose those investments that will best serve you as you plan for your financial future. Finally, I am proud to premiere a new look to our shareholder communications. Our portfolio manager commentaries have been trimmed and organized in such a way that you can get the information you need at a glance, in plain language. Today's markets are confusing enough. We want to help you put it all in perspective. The report's new size also allows us certain mailing efficiencies. We thank you for trusting Merrill Lynch Investment Managers with your investment assets, and we look forward to serving you in the months and years ahead. Sincerely, (Terry K. Glenn) Terry K. Glenn President and Director CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 We are pleased to present to you the management team of Core Bond Portfolio & Intermediate Term Portfolio Senior Portfolio Managers Pat Maldari and James Pagano co-head the Merrill Lynch Bond Fund--Core Bond Portfolio and Intermediate Term Portfolio team. Mr. Maldari, who joined Merrill Lynch Investment Managers in 1984, received a bachelor's degree from Montclair State University. He is a CFA(R) charterholder and a member of the Association for Investment Management and Research (AIMR) and the New York Society of Security Analysts (NYSSA). Mr. Pagano joined Merrill Lynch Investment Managers in 1997. He received a bachelor's degree from the United States Naval Academy and is a CFA charterholder. The portfolio management team also includes John Burger and Frank Viola, the corporate and mortgage-backed managers, respectively. Mr. Burger earned a bachelor's degree from Cornell University. He is a CFA charterholder and a member of the AIMR and NYSSA. Mr. Viola earned a bachelor's degree from Pennsylvania State University. He is a CFA charterholder, an associate of the Society of Actuaries and a member of the American Academy of Actuaries. The team has a combined 65 years of investment experience. Table of Contents A Letter From the President 2 A Discussion With Your Fund's Portfolio Managers 4 Performance Data 6 Schedule of Investments 14 Financial Information 36 Financial Highlights 41 Notes to Financial Statements 51 Independent Auditor's Report 61 Officers and Directors 62 CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Discussion With Your Fund's Portfolio Managers We slowly increased the Fund's exposure to higher-beta sectors during the fiscal year, based on our belief that the markets would continue to reward investors for taking on greater risk. How did the Portfolios perform during the fiscal year in light of the existing market conditions? For the 12-month period ended September 30, 2003, Core Bond Portfolio's Class A, Class B, Class C and Class I Shares had total returns of +5.51%, +4.96%, +4.91% and +5.77%, respectively. For the same period, Intermediate Term Portfolio's Class A, Class B, Class C and Class I Shares had total returns of +5.69%, +5.17%, +5.16% and +5.78%, respectively. The Portfolios' returns were competitive with the +5.41% return of the unmanaged benchmark Lehman Aggregate Bond Index for the year ended September 30, 2003. (Portfolio results shown do not reflect sales charges and would be lower if sales charges were included. Complete performance information can be found on pages 6--13 of this report to shareholders.) In the first half of the fiscal year, uncertainty over the impending war in Iraq, coupled with fears of terrorism in the United States, hurt consumer confidence. This, in turn, upset the prospects for economic growth. Gross domestic product (GDP) for the first quarter of 2003 grew at only 1.4%, the same rate of growth as the disappointing fourth quarter of 2002. In March, as fighting commenced in Iraq, the uncertainty began to lift. When all-out war ended soon after, we saw a surge in economic activity that ultimately led to significant volatility in interest rates. At the beginning of March, the yield on the ten-year Treasury note stood at 3.70%. In the six months that followed, interest rates bottomed at 3.10% and peaked at 4.60%, before ending the fiscal year at 4.20% on September 30, 2003. The surge in economic activity was most pronounced in July and August, leading many to believe that economic growth in the third quarter would exceed 5%. In response to the dramatic acceleration in growth, interest rates spiked 150 basis points (1.5%) from 3.10% on June 15, 2003 to 4.60% on September 2, 2003. It appeared that investors had begun to factor in a potential tightening by the Federal Reserve Board and renewed inflationary pressures. The Portfolios were able to avoid much of the interest rate volatility by maintaining a meaningful position in spread sectors throughout the period. That is, we focused on areas with a lower correlation to Treasury issues, which therefore were less vulnerable to fluctuations in interest rates. This strategy also provided for more attractive total returns, as the market was clearly rewarding investors for taking on risk. For example, high yield investments, as measured by the unmanaged Credit Suisse First Boston High Yield Index, returned +28.04% for the 12 months ended September 30, 2003. Equities, as measured by the unmanaged Standard & Poor's 500 (S&P 500) Index, returned +24.40%; investment grade corporate bonds, as measured by the unmanaged Merrill Lynch Corporate Master Index, returned +11.04%; and Treasury issues, as measured by the unmanaged Merrill Lynch U.S. Treasury Master Index, returned +3.23% for the same period. Our emphasis on spread sectors included a focus on corporate bonds (both investment grade and high yield), agency mortgage collateral and collateralized mortgage obligations (CMOs), non-agency CMOs, asset-backed securities and commercial mortgage-backed securities (CMBS). By strategically managing these sectors and taking advantage of opportunities available across markets, we were able to consistently add value to each of the Portfolios. In general, we remained overweight in these sectors throughout the period, with positions 12% - 17% above the benchmark. What changes were made to the Portfolios during the period? The most significant change was increasing the risk profile of the Portfolios. At the start of the fiscal year, we had no exposure to the high yield sector. Slowly, we established a high yield allocation, ending the period with approximately 5% of total assets in high yield. Given market dynamics during the period, we felt justified in taking on the additional risk associated with high yield securities. When it appeared that the credit cycle was about to turn, and that cumulative default rates would continue to decline from their peak of about 11% in the third quarter of 2002, we believed that investors would be compensated for taking on the risk of moving down the credit spectrum. At the same time, we increased our allocation in corporate bonds rated BBB from 15% of total assets to 25%. We also continued to add to our overweight position in the investment-grade corporate area, increasing the overall corporate overweight from approximately 2% of total assets at the beginning of the period to 5% at the close of the period. We used the derivatives market to express our views on spread sectors. Throughout the period, we added to our overweight positions in spread product through the use of total return swaps in the high yield, mortgage and CMBS sectors. By using the derivative market, we were able to receive the return of the appropriate index in exchange for a floating-rate payment. The Portfolios continued to maintain a duration profile relatively close to that of the benchmark throughout the period. Given the steepness of the yield curve and the attractive absolute yields available further out on the curve, we made a conscious decision not to stray too short relative to the benchmark, even though interest rates were at historic lows. How were the Portfolios positioned at the close of the period? The Portfolios remained positioned to take advantage of opportunities in higher-beta sectors, such as BBB-rated corporate bonds and high yield securities that have greater sensitivity to the overall economy. It would be expected that these sectors perform well relative to U.S. Treasury securities when the U.S. economy is expanding. This is based on our belief that the yield curve will maintain its upward slope, which tends to be conducive to spread sectors. In general, improving economic conditions should continue to support the high yield and investment-grade corporate bond sectors. In addition, recent downward pressure on the U.S. dollar should continue to exert upward pressure on the long end of the Treasury yield curve. A weaker dollar could potentially raise import prices and discourage foreign investors from purchasing U.S. assets. The inflationary pressures induced by a weaker dollar, coupled with foreign investors keeping assets in their local country or simply not purchasing U.S. assets, will pressure U.S. assets. This, in turn, will pressure the long end of the Treasury yield curve and force yields upward. We intend to maintain our overweights to the mortgage sector and CMBS. In our view, interest rate volatility should be relatively muted as compared to prior cycles, which would be more conducive to owning mortgage-backed securities (MBS). We expect the yield spread between MBS and Treasury issues to tighten as interest rate volatility stabilizes. This would allow MBS to outperform its Treasury counterparts on a duration-adjusted basis. We also believe that investors who had the ability to refinance their mortgages have already done so. This has positive implications for the sector in that it effectively reduces refinancing risk. We intend to maintain our overweights to spread sectors at 15%--17% above the benchmark and we will also continue to use the derivatives market to help implement our overall asset allocation decision. Given the relatively benign near-term interest rate forecast, we will continue to maintain a duration close to that of the benchmark. We do not expect the Federal Reserve Board to increase interest rates in the near term and, in fact, anticipate that monetary policy will remain on hold for some time to ensure a sustainable economic recovery. Patrick Maldari Vice President and Portfolio Manager James J. Pagano Vice President and Portfolio Manager October 8, 2003 CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Performance Data About Fund Performance Effective April 14, 2003, Class A Shares were redesignated Class I Shares and Class D Shares were redesignated Class A Shares. Investors are able to purchase shares of the Fund through multiple pricing alternatives: * Class A Shares incur a maximum initial sales charge of 4% and an account maintenance fee of 0.25% (but no distribution fee) for Core Bond Portfolio. Intermediate Term Portfolio incurs a maximum initial sales charge of 1% and an account maintenance fee of 0.10% (but no distribution fee). * Effective December 1, 2002, Class B Shares are subject to a maximum contingent deferred sales charge of 4%, declining to 0% after six years for Core Bond Portfolio. Class B Shares for Core Bond Portfolio purchased prior to December 1, 2002 will maintain the four-year schedule. Intermediate Term Portfolio is subject to a maximum contingent deferred sales charge of 1%, declining to 0% after three years. Class B Shares for Intermediate Term Portfolio purchased prior to December 1, 2002 will maintain the one-year schedule. In addition, Core Bond Portfolio is subject to a distribution fee of 0.50% and an account maintenance fee of 0.25%. Intermediate Term Portfolio is subject to a 0.25% distribution fee and a 0.25% account maintenance fee. These shares automatically convert to Class A Shares after approximately 10 years. (There is no initial sales charge for automatic share conversions.) * Class C Shares are subject to a distribution fee of 0.55% and an account maintenance fee of 0.25% for Core Bond Portfolio. Intermediate Term Portfolio is subject to a distribution fee of 0.25% and an account maintenance fee of 0.25%. In addition, Class C Shares are subject to a 1% contingent deferred sales charge if redeemed within one year of purchase. * Class I Shares incur a maximum initial sales charge (front-end load) of 4% and bear no ongoing distribution or account maintenance fees for Core Bond Portfolio. Intermediate Term Portfolio incurs a maximum initial sales charge (front-end load) of 1% and bears no ongoing distribution or account maintenance fees. Class I Shares are available only to eligible investors. * Class R Shares do not incur a maximum sales charge (front-end load) or deferred sales charge. These shares are subject to a distribution fee of 0.25% and an account maintenance fee of 0.25%. Class R Shares are available only to certain retirement plans. None of the past results shown should be considered a representation of future performance. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Figures shown in each of the following tables assume reinvestment of all dividends and capital gains distributions at net asset value on the payable date. Investment return and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Dividends paid to each class of shares will vary because of the different levels of account maintenance, distribution and transfer agency fees applicable to each class, which are deducted from the income available to be paid to shareholders. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Performance Data (continued) Recent Performance Results Ten-Year/ 6-Month 12-Month Since Inception Standardized As of September 30, 2003 Total Return Total Return Total Return 30-day Yield Core Bond Portfolio Class A Shares* +2.54% +5.51% +84.45% +2.24% Core Bond Portfolio Class B Shares* +2.27 +4.96 +63.39 +1.82 Core Bond Portfolio Class C Shares* +2.25 +4.91 +75.30 +1.77 Core Bond Portfolio Class I Shares* +2.67 +5.77 +76.36 +2.47 Core Bond Portfolio Class R Shares* +2.74 -- + 4.97 +2.09 Intermediate Portfolio Class A Shares* +2.62 +5.69 +86.15 +2.24 Intermediate Portfolio Class B Shares* +2.40 +5.17 +70.20 +1.86 Intermediate Portfolio Class C Shares* +2.40 +5.16 +79.29 +1.85 Intermediate Portfolio Class I Shares* +2.66 +5.78 +79.15 +2.34 Intermediate Portfolio Class R Shares* +2.73 -- + 4.90 +1.87 Lehman Brothers Aggregate Bond Index** +2.35 +5.41 +95.26/+102.44/+4.48 -- ML Corporate Master Index*** +4.95 +11.04 +104.65/+114.36/+8.61 -- *Investment results shown do not reflect sales charges; results shown would be lower if a sales charge was included. Total investment returns are based on changes in net asset values for the periods shown, and assume reinvestment of all dividends and capital gains distributions at net asset value on the payable date. The Core Bond Portfolio's ten-year/since inception periods are ten years for Class B & Class I Shares, from 10/21/94 for Class A & Class C Shares and from 1/03/03 for Class R Shares. The Intermediate Term Portfolio's ten-year/since inception periods are ten years for Class I & Class B Shares, from 10/21/94 for Class A & Class C Shares and from 1/03/03 for Class R Shares. **This unmanaged market-weighted Index is comprised of investment- grade corporate bonds (rated BBB or better), mortgages and U.S. Treasury and government agency issues with at least one year to maturity. Ten-year/since inception total returns are for ten years, from 10/21/94 and from 1/03/03. ***This unmanaged Index is comprised of all investment grade corporate bonds rated BBB or higher, of all maturities. Ten- year/since inception total returns are for ten years, from 10/21/94 and from 1/03/03. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Performance Data (continued) TOTAL RETURN BASED ON A $10,000 INVESTMENT--CORE BOND PORTFOLIO Class A & Class C Shares A line graph illustrating the growth of a $10,000 investment in ML Bond Fund, Inc.'s Core Bond Portfolio++ Class A and Class C Shares* compared to a similar investment in Lehman Brothers Aggregate Bond Index++++ and Merrill Lynch U.S. Corporate Master++++++. Values illustrated are as follows: ML Bond Fund, Inc.'s Core Bond Portfolio++ Class A Shares* Date Value 10/21/1994** $ 9,600.00 September 1995 $11,059.00 September 1996 $11,441.00 September 1997 $12,464.00 September 1998 $13,682.00 September 1999 $13,404.00 September 2000 $14,049.00 September 2001 $15,620.00 September 2002 $16,782.00 September 2003 $17,707.00 ML Bond Fund, Inc.'s Core Bond Portfolio++ Class C Shares* Date Value 10/21/1994** $10,000.00 September 1995 $11,458.00 September 1996 $11,786.00 September 1997 $12,757.00 September 1998 $13,936.00 September 1999 $13,576.00 September 2000 $14,148.00 September 2001 $15,641.00 September 2002 $16,710.00 September 2003 $17,530.00 Lehman Brothers Aggregate Bond Index++++ Date Value 10/31/1994** $10,000.00 September 1995 $11,445.00 September 1996 $12,006.00 September 1997 $13,172.00 September 1998 $14,688.00 September 1999 $14,634.00 September 2000 $15,657.00 September 2001 $17,685.00 September 2002 $19,205.00 September 2003 $20,244.00 Merrill Lynch U.S. Corporate Master++++++ Date Value 10/31/1994** $10,000.00 September 1995 $11,702.00 September 1996 $12,272.00 September 1997 $13,649.00 September 1998 $15,107.00 September 1999 $14,952.00 September 2000 $15,803.00 September 2001 $17,944.00 September 2002 $19,305.00 September 2003 $21,436.00 *Assuming maximum sales charge, transaction costs and other operating expenses, including advisory fees. **Commencement of operations. ++The Portfolio invests primarily in long-term, fixed-income securities that are rated in the four highest categories of the recognized rating agencies (Baa or better by Moody's Investors Service, Inc. or BBB or better by Standard & Poor's Corp.). ++++This unmanaged market-weighted Index is comprised of investment- grade corporate bonds (rated BBB or better), mortgages and U.S. Treasury and government agency issues with at least one year to maturity. ++++++This unmanaged Index is comprised of all investment grade corporate bonds rated BBB or higher, of all maturities. Past performance is not predictive of future performance. Average Annual Total Return--Core Bond Portfolio % Return Without % Return With Sales Charge Sales Charge** Class A Shares* One Year Ended 9/30/03 +5.51% +1.29% Five Years Ended 9/30/03 +5.29 +4.44 Inception (10/21/94) through 9/30/03 +7.09 +6.60 *Maximum sales charge is 4%. **Assuming maximum sales charge. % Return % Return Without CDSC With CDSC** Class C Shares* One Year Ended 9/30/03 +4.91% +3.91% Five Years Ended 9/30/03 +4.69 +4.69 Inception (10/21/94) through 9/30/03 +6.48 +6.48 *Maximum contingent deferred sales charge is 1% and is reduced to 0% after one year. **Assuming payment of applicable contingent deferred sales charge. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Performance Data (continued) TOTAL RETURN BASED ON A $10,000 INVESTMENT--CORE BOND PORTFOLIO Class B & Class I Shares A line graph illustrating the growth of a $10,000 investment in ML Bond Fund, Inc.'s Core Bond Portfolio++ Class B and Class I Shares* compared to a similar investment in Lehman Brothers Aggregate Bond Index++++ and Merrill Lynch U.S. Corporate Master++++++. Values illustrated are as follows: ML Bond Fund, Inc.'s Core Bond Portfolio++ Class B Shares* Date Value September 1993 $10,000.00 September 1994 $ 9,327.00 September 1995 $10,634.00 September 1996 $10,935.00 September 1997 $11,852.00 September 1998 $12,944.00 September 1999 $12,627.00 September 2000 $13,166.00 September 2001 $14,563.00 September 2002 $15,567.00 September 2003 $16,339.00 ML Bond Fund, Inc.'s Core Bond Portfolio++ Class I Shares* Date Value September 1993 $ 9,600.00 September 1994 $ 9,021.00 September 1995 $10,366.00 September 1996 $10,741.00 September 1997 $11,731.00 September 1998 $12,909.00 September 1999 $12,689.00 September 2000 $13,333.00 September 2001 $14,861.00 September 2002 $16,007.00 September 2003 $16,931.00 Lehman Brothers Aggregate Bond Index++++ Date Value September 1993 $10,000.00 September 1994 $ 9,678.00 September 1995 $11,038.00 September 1996 $11,579.00 September 1997 $12,704.00 September 1998 $14,166.00 September 1999 $14,114.00 September 2000 $15,101.00 September 2001 $17,057.00 September 2002 $18,523.00 September 2003 $19,526.00 Merrill Lynch U.S. Corporate Master++++++ Date Value September 1993 $10,000.00 September 1994 $ 9,595.00 September 1995 $11,172.00 September 1996 $11,716.00 September 1997 $13,031.00 September 1998 $14,424.00 September 1999 $14,276.00 September 2000 $15,088.00 September 2001 $17,132.00 September 2002 $18,431.00 September 2003 $20,465.00 *Assuming maximum sales charge, transaction costs and other operating expenses, including advisory fees. ++The Portfolio invests primarily in long-term, fixed-income securities that are rated in the four highest categories of the recognized rating agencies (Baa or better by Moody's Investors Service, Inc. or BBB or better by Standard & Poor's Corp.). ++++This unmanaged market-weighted Index is comprised of investment- grade corporate bonds (rated BBB or better), mortgages and U.S. Treasury and government agency issues with at least one year to maturity. ++++++This unmanaged Index is comprised of all investment grade corporate bonds rated BBB or higher, of all maturities. Past performance is not predictive of future performance. Average Annual Total Return--Core Bond Portfolio % Return % Return Without CDSC With CDSC** Class B Shares* One Year Ended 9/30/03 +4.96% +0.96% Five Years Ended 9/30/03 +4.77 +4.44 Ten Years Ended 9/30/03 +5.03 +5.03 *Maximum contingent deferred sales charge is 4% and is reduced to 0% after six years. **Assuming payment of applicable contingent deferred sales charge. % Return Without % Return With Sales Charge Sales Charge** Class I Shares* One Year Ended 9/30/03 +5.77% +1.54% Five Years Ended 9/30/03 +5.57 +4.71 Ten Years Ended 9/30/03 +5.84 +5.41 *Maximum sales charge is 4%. **Assuming maximum sales charge. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Performance Data (continued) TOTAL RETURN BASED ON A $10,000 INVESTMENT--CORE BOND PORTFOLIO Class R Shares A line graph illustrating the growth of a $10,000 investment in ML Bond Fund, Inc.'s Core Bond Portfolio++ Class R Shares* compared to a similar investment in Lehman Brothers Aggregate Bond Index++++ and Merrill Lynch U.S. Corporate Master++++++. Values illustrated are as follows: ML Bond Fund, Inc.'s Core Bond Portfolio++ Class R Shares* Date Value 1/03/2003** $10,000.00 September 2003 $10,497.00 Lehman Brothers Aggregate Bond Index++++ Date Value 1/03/2003** $10,000.00 September 2003 $10,448.00 Merrill Lynch U.S. Corporate Master++++++ Date Value 1/03/2003** $10,000.00 September 2003 $10,861.00 *Assuming maximum sales charge, transaction costs and other operating expenses, including advisory fees. **Commencement of operations. ++The Portfolio invests primarily in long-term fixed income securities that are rated in the four highest categories of the recognized rating agencies (Baa or higher by Moody's Investors Service, Inc. or BBB or higher by Standard & Poor's Corp.). ++++This unmanaged market-weighted Index is comprised investment- grade corporate bonds (rated BBB or better), mortgages and U.S. Treasury and government agency issues with at least one year to maturity. ++++++This unmanaged Index is comprised of all investment grade corporate bonds rated BBB or higher, of all maturities. Past performance is not predictive of future performance. Aggregate Total Return--Core Bond Portfolio % Return Without Sales Charge Class R Shares Inception (1/03/03) through 9/30/03 +4.97% CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Performance Data (continued) TOTAL RETURN BASED ON A $10,000 INVESTMENT-- INTERMEDIATE TERM PORTFOLIO Class A & Class C Shares A line graph illustrating the growth of a $10,000 investment in ML Bond Fund, Inc.'s Intermediate Term Portfolio++ Class A and Class C Shares* compared to a similar investment in Lehman Brothers Aggregate Bond Index++++. Values illustrated are as follows: ML Bond Fund, Inc.'s Intermediate Term Portfolio++ Class A Shares* Date Value 10/21/1994** $ 9,900.00 September 1995 $11,249.00 September 1996 $11,752.00 September 1997 $12,761.00 September 1998 $13,959.00 September 1999 $13,920.00 September 2000 $14,603.00 September 2001 $16,247.00 September 2002 $17,437.00 September 2003 $18,429.00 ML Bond Fund, Inc.'s Intermediate Term Portfolio++ Class C Shares* Date Value 10/21/1994** $10,000.00 September 1995 $11,323.00 September 1996 $11,777.00 September 1997 $12,717.00 September 1998 $13,865.00 September 1999 $13,769.00 September 2000 $14,384.00 September 2001 $15,937.00 September 2002 $17,048.00 September 2003 $17,929.00 Lehman Brothers Aggregate Bond Index++++ Date Value 10/21/1994** $10,000.00 September 1995 $11,445.00 September 1996 $12,006.00 September 1997 $13,172.00 September 1998 $14,688.00 September 1999 $14,634.00 September 2000 $15,657.00 September 2001 $17,685.00 September 2002 $19,205.00 September 2003 $20,244.00 *Assuming maximum sales charge, transaction costs and other operating expenses, including advisory fees. **Commencement of operations. ++The Portfolio invests primarily in bonds rated in the four highest rating categories (Baa or higher by Moody's Investors Service, Inc. or BBB or higher by Standard & Poor's Corp.), with an average remaining maturity of three-to-ten years, depending on market conditions. ++++This unmanaged market-weighted Index is comprised of investment- grade corporate bonds (rated BBB or better), mortgages and U.S. Treasury and government agency issues with at least one year to maturity. Past performance is not predictive of future performance. Average Annual Total Return--Intermediate Term Portfolio % Return Without % Return With Sales Charge Sales Charge** Class A Shares* One Year Ended 9/30/03 +5.69% +4.63% Five Years Ended 9/30/03 +5.71 +5.50 Inception (10/21/94) through 9/30/03 +7.20 +7.08 *Maximum sales charge is 1%. **Assuming maximum sales charge. % Return % Return Without CDSC With CDSC** Class C Shares* One Year Ended 9/30/03 +5.16% +4.16% Five Years Ended 9/30/03 +5.27 +5.27 Inception (10/21/94) through 9/30/03 +6.75 +6.75 *Maximum contingent deferred sales charge is 1% and is reduced to 0% after one year. **Assuming payment of applicable contingent deferred sales charge. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Performance Data (continued) TOTAL RETURN BASED ON A $10,000 INVESTMENT-- INTERMEDIATE TERM PORTFOLIO Class B & Class I Shares A line graph illustrating the growth of a $10,000 investment in ML Bond Fund, Inc.'s Intermediate Term Portfolio++ Class B and Class I Shares* compared to a similar investment in Lehman Brothers Aggregate Bond Index++++. Values illustrated are as follows: ML Bond Fund, Inc.'s Intermediate Term Portfolio++ Class B Shares* Date Value September 1993 $10,000.00 September 1994 $ 9,528.00 September 1995 $10,740.00 September 1996 $11,173.00 September 1997 $12,081.00 September 1998 $13,161.00 September 1999 $13,070.00 September 2000 $13,654.00 September 2001 $15,129.00 September 2002 $16,184.00 September 2003 $17,020.00 ML Bond Fund, Inc.'s Intermediate Term Portfolio++ Class I Shares* Date Value September 1993 $ 9,900.00 September 1994 $ 9,480.00 September 1995 $10,741.00 September 1996 $11,233.00 September 1997 $12,198.00 September 1998 $13,368.00 September 1999 $13,344.00 September 2000 $14,012.00 September 2001 $15,606.00 September 2002 $16,765.00 September 2003 $17,736.00 Lehman Brothers Aggregate Bond Index++++ Date Value September 1993 $10,000.00 September 1994 $ 9,678.00 September 1995 $11,038.00 September 1996 $11,579.00 September 1997 $12,704.00 September 1998 $14,166.00 September 1999 $14,114.00 September 2000 $15,101.00 September 2001 $17,057.00 September 2002 $18,523.00 September 2003 $19,526.00 *Assuming maximum sales charge, transaction costs and other operating expenses, including advisory fees. ++The Portfolio invests primarily in bonds rated in the four highest rating categories (Baa or higher by Moody's Investors Service, Inc. or BBB or higher by Standard & Poor's Corp.), with an average remaining maturity of three-to-ten years, depending on market conditions. ++++This unmanaged market-weighted Index is comprised of investment- grade corporate bonds (rated BBB or better), mortgages and U.S. Treasury and government agency issues with at least one year to maturity. Past performance is not predictive of future performance. Average Annual Total Return--Intermediate Term Portfolio % Return % Return Without CDSC With CDSC** Class B Shares* One Year Ended 9/30/03 +5.17% +4.17% Five Years Ended 9/30/03 +5.28 +5.28 Ten Years Ended 9/30/03 +5.46 +5.46 *Maximum contingent deferred sales charge is 1% and is reduced to 0% after three years. **Assuming payment of applicable contingent deferred sales charge. % Return Without % Return With Sales Charge Sales Charge** Class I Shares* One Year Ended 9/30/03 +5.78% +4.73% Five Years Ended 9/30/03 +5.82 +5.60 Ten Years Ended 9/30/03 +6.00 +5.90 *Maximum sales charge is 1%. **Assuming maximum sales charge. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Performance Data (concluded) TOTAL RETURN BASED ON A $10,000 INVESTMENT-- INTERMEDIATE TERM PORTFOLIO Class R Shares A line graph illustrating the growth of a $10,000 investment in ML Bond Fund, Inc.'s Intermediate Term Portfolio++ Class R Shares* compared to a similar investment in Lehman Brothers Aggregate Bond Index++++. Values illustrated are as follows: ML Bond Fund, Inc.'s Intermediate Term Portfolio++ Class R Shares* Date Value 1/03/2003** $10,000.00 September 2003 $10,490.00 Lehman Brothers Aggregate Bond Index++++ Date Value 1/03/2003** $10,000.00 September 2003 $10,448.00 *Assuming maximum sales charge, transaction costs and other operating expenses, including advisory fees. **Commencement of operations. ++The Portfolio invests primarily in bonds rated in the four highest rating categories (Baa or higher by Moody's Investors Service, Inc. or BBB or higher by Standard & Poor's Corp.), with an average remaining maturity of three-to-ten years, depending on market conditions. ++++This unmanaged market-weighted Index is comprised investment- grade corporate bonds (rated BBB or better), mortgages and U.S. Treasury and government agency issues with at least one year to maturity. Past performance is not predictive of future performance. Aggregate Total Return--Intermediate Term Portfolio % Return Without Sales Charge Class R Shares Inception (1/03/03) through 9/30/03 +4.90% CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments Core Bond Portfolio S&P Moody's Face Value Ratings++++ Ratings++++ Amount Asset-Backed Securities++--16.6% (in U.S. dollars) AAA Aaa $ 6,420,593 Advanta Mortgage Loan Trust, Series 1999-3, Class A4, 7.75% due 10/26/2026 $ 6,862,638 CIT Equipment Collateral: AAA Aaa 621,408 Series 2002-VT1, Class A2, 2.90% due 6/21/2004 622,047 AAA Aaa 16,600,000 Series 2003-VT1, Class A3A, 1.25% due 4/20/2007 16,620,634 AAA Aaa 16,300,000 CIT Group Home Equity Loan Trust, Series 2003-1, Class A2, 2.35% due 4/20/2027 16,394,701 California Infrastructure PG&E, Series 1997-1: AAA Aaa 3,700,000 Class A6, 6.38% due 9/25/2008 3,975,689 AAA Aaa 5,267,013 Class A7, 6.42% due 9/25/2008 5,651,258 Capital Auto Receivables Asset Trust, Series 2003-2: AAA Aaa 13,600,000 Class A3B, 1.16% due 2/15/2007 13,597,760 A+ Aa3 4,550,000 Class B1, 1.40% due 1/15/2009 4,548,635 AAA Aaa 10,850,000 Capital One Auto Finance Trust, Series 2003-A, Class A3B, 1.28% due 10/15/2007 10,874,356 AAA Aaa 28,722,967 Centex Home Equity, Series 2003-B, Class AV, 1.40% due 6/25/2033 28,713,293 Chase Credit Card Master Trust, Class C: BBB Baa2 9,750,000 Series 2000-3, 1.82% due 1/15/2008 9,769,878 BBB Baa2 17,000,000 Series 2003-1, 2.22% due 4/15/2008 (b) 17,124,044 AAA Aaa 215 Contimortgage Home Equity Loan Trust, Series 1998-3, Class A10, 5.84% due 5/15/2016 215 AAA NR* 23,050,000 CountryWide Asset-Backed Certificates, Series 2003-BC3, Class A2, 1.43% due 9/25/2033 23,016,849 AAA Aaa 1,052,369 EQCC Home Equity Loan Trust, Series 1999-1, Class A3F, 5.915% due 11/20/2024 1,053,749 BBB Baa2 5,700,000 First Bankcard Master Credit Card Trust, Series 2001-1A, Class C, 2.27% due 11/15/2006 (c) 5,710,980 Household Automotive Trust: AAA Aaa 3,022,737 Series 2002-1, Class A2, 2.75% due 5/17/2005 3,028,952 AAA Aaa 7,700,000 Series 2002-3, Class A3A, 2.75% due 6/18/2007 7,828,883 AAA Aaa 6,551,624 Household Home Equity Loan Trust, Series 2002-2, Class A, 1.42% due 4/20/2032 (b) 6,549,984 A+ A2 5,325,793 MBNA Master Credit Card Trust, Series 1999-F, Class B, 1.52% due 1/16/2007 (b) 5,328,456 Option One Mortgage Loan Trust: AAA Aaa 7,571,240 Series 2002-4, Class A, 1.38% due 7/25/2032 (b) 7,556,920 AAA Aaa 28,930,734 Series 2003-4, Class A2, 1.44% due 7/25/2033 28,899,243 Residential Asset Securities Corporation: AAA Aaa 12,900,000 Series 2002-KS8, Class A2, 3.04% due 6/25/2023 13,059,792 AAA Aaa 32,180,096 Series 2003-KS5, Class AIIB, 1.41% due 7/25/2033 32,101,184 AAA Aaa 34,137,548 Saxon Asset Securities Trust, Series 2002-3, Class AV, 1.52% due 12/25/2032 34,177,608 A A2 10,700,000 Superior Wholesale Inventory Financing Trust, Series 2001, Class A7, 1.52% due 6/15/2006 (b) 10,674,962 Total Asset-Backed Securities (Cost--$313,135,172) 313,742,710 Government & Agency Obligations--15.4% Fannie Mae: AAA Aaa 11,550,000 6.375% due 6/15/2009 13,300,737 AAA Aaa 8,050,000 6% due 5/15/2011 9,095,993 AAA Aaa 13,310,000 7.125% due 1/15/2030 16,345,652 Federal Home Loan Bank: AAA Aaa 26,500,000 1.53% due 12/05/2005 26,492,130 AAA Aaa 32,900,000 1.46% due 12/12/2005 32,882,991 AAA Aaa 15,090,000 Freddie Mac, 6.625% due 9/15/2009 17,572,079 U.S. Treasury Bonds & Notes: AAA Aaa 53,968,000 7% due 7/15/2006 61,481,371 AAA Aaa 5,320,000 3.125% due 9/15/2008 5,393,980 AAA Aaa 9,460,000 4.75% due 11/15/2008 10,304,381 AAA Aaa 5,700,000 6.50% due 2/15/2010 6,764,076 AAA Aaa 8,160,000 5% due 2/15/2011 8,947,946 AAA Aaa 19,970,000 4.25% due 8/15/2013 20,471,586 CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments (continued) Core Bond Portfolio S&P Moody's Face Value Ratings++++ Ratings++++ Amount Government & Agency Obligations (in U.S. dollars) U.S. Treasury Bonds & Notes (concluded): AAA Aaa $ 9,290,000 7.50% due 11/15/2016 (g) $ 12,127,082 AAA Aaa 5,670,000 8.125% due 8/15/2019 7,858,268 AAA Aaa 19,750,000 7.25% due 8/15/2022 25,580,101 AAA Aaa 4,090,000 6.25% due 8/15/2023 4,781,304 AAA Aaa 4,090,000 6.625% due 2/15/2027 5,020,156 AAA Aaa 6,845,000 5.375% due 2/15/2031 7,345,541 Total Government & Agency Obligations (Cost--$284,135,834) 291,765,374 Government Agency Mortgage-Backed Securities++--27.1% Fannie Mae: AAA Aaa 21,040,722 5% due 7/01/2018 21,578,247 AAA Aaa 1,257,048 6% due 2/01/2017 1,312,152 AAA Aaa 26,990,477 6% due 3/01/2033 27,855,492 AAA Aaa 20,212,509 6.50% due 6/01/2031 - 11/01/2032 21,070,284 AAA Aaa 30,954,793 7% due 6/01/2031 - 8/01/2032 32,753,223 AAA Aaa 34,497 7.50% due 3/01/2009 36,397 AAA Aaa 23,027,375 7.50% due 10/01/2022 - 5/01/2033 24,578,281 AAA Aaa 13,068,691 8% due 9/01/2030 - 7/01/2032 14,090,906 Freddie Mac: AAA Aaa 17,216,489 4.50% due 8/01/2018 17,377,221 AAA Aaa 22,039,111 5% due 6/01/2018 - 10/15/2018 22,574,167 AAA Aaa 34,900,000 5% due 10/15/2033 34,889,111 AAA Aaa 7,995,071 5.50% due 7/01/2016 - 2/01/2018 8,274,476 AAA Aaa 91,360,000 5.50% due 10/15/2033 - 11/15/2033 93,072,746 AAA Aaa 22,673,933 6% due 5/01/2016 - 11/15/2018 23,576,400 AAA Aaa 79,924,000 6% due 10/15/2033 - 11/15/2033 82,536,320 AAA Aaa 7,666,611 6.50% due 3/01/2016 - 10/01/2017 8,066,544 AAA Aaa 48,540,059 6.50% due 1/01/2029 - 11/15/2033 50,639,144 AAA Aaa 5,936,600 7% due 9/01/2031 - 4/01/2032 6,269,163 AAA Aaa 1,011,395 7.50% due 1/01/2030 1,082,123 Government National Mortgage Association: AAA Aaa 8,000,000 5% due 12/15/2018 8,207,504 AAA Aaa 11,650,881 6.50% due 5/15/2031 - 10/15/2031 12,243,964 Total Government Agency Mortgage-Backed Securities (Cost--$504,536,067) 512,083,865 Non-Government Agency Mortgage-Backed Securities++--9.9% Collateralized NR* Aaa 49,848 Blackrock Capital Finance LP, Series 1997-R2, Mortgage Class AP, 8.05% due 12/25/2035 (a)(b) 49,848 Obligations AAA Aaa 66,406 Collateralized Mortgage Obligation Trust, Series 57, - --5.2% Class D, 9.90% due 2/01/2019 66,992 AAA Aaa 10,970,000 Collateralized Mortgage Pass-Through Certificates, Series 2003-FL8, Class A2, 1.32% due 7/15/2015 (a)(b) 10,970,000 AAA NR* 12,045,726 Deutsche Mortgage Securities, Inc., Series 2003-1, Class 1A1, 4.50% due 4/25/2033 12,149,162 NR* Aaa 2,034,531 First Union NB-Bank of America Commercial Mortgage Trust, Series 2001-C1, Class A1, 5.711% due 3/15/2033 2,192,399 AAA NR* 1,667,372 GS Mortgage Securities Corporation II, Series 1998-C1, Class A1, 6.06% due 10/18/2030 1,757,493 AAA Aaa 21,750,000 Granite Mortgages PLC, Series, 2003-2, Class 1A2, 1.27% due 7/20/2020 21,750,000 Housing Securities Inc.: NR* NR* 108,940 1994-1 AB2, 6.50% due 3/25/2009 73,024 NR* NR* 68,927 Series 1994-2, Class B1, 6.50% due 7/25/2009 53,053 CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments (continued) Core Bond Portfolio S&P Moody's Face Value Ratings++++ Ratings++++ Amount Non-Government Agency Mortgage-Backed Securities++ (in U.S. dollars) Collateralized NR* Aaa $ 211,245 Ocwen Residential MBS Corporation, Series 1998-R2, Mortgage Class AP, 6.712% due 11/25/2034 (a)(b) $ 200,682 Obligations AAA Aaa 29,700,000 RMAC, Series 2003-NS2A, Class A2C, 1.42% due 9/12/2035 29,737,125 (concluded) AAA Aaa 6,896,500 Structured Asset Securities Corporation, Series 2002-9, Class A2, 1.42% due 10/25/2027 (b) 6,887,711 Washington Mutual Inc.: BB NR* 301,080 Series 2000-1, Class B1, 5.12% due 1/25/2040 (a)(b) 299,386 AAA Aaa 3,431,808 Series 2002-AR4, Class A7, 5.526% due 4/26/2032 3,507,544 AAA Aaa 950,037 Series 2002-S2, Class 1A2, 6.50% due 3/25/2032 960,696 AAA Aaa 7,115,982 Series 2003-AR1, Class A2, 2.92% due 3/25/2033 7,122,687 -------------- 97,777,802 Commercial Greenwich Capital Commercial Funding Corporation: Mortgage-Backed AAA Aaa 11,900,000 Series 2002-C1, Class A4, 4.948% due 1/11/2035 12,248,183 Securities--4.7% AAA Aaa 23,543,790 Series 2003-FL1, Class A, 1.44% due 1/05/2006 (b) 23,536,969 AAA Aaa 9,800,000 LB-UBS Commercial Mortgage Trust, Series 2002-C1, Class A3, 6.226% due 3/15/2026 10,951,846 AAA NR* 7,900,000 Nationslink Funding Corporation, Series 1999-2, Class A3, 7.181% due 6/20/2031 8,785,139 AAA NR* 799,725 Nomura Asset Securities Corporation, Series 1995-MD3, Class A1B, 8.15% due 3/04/2020 861,614 AAA Aaa 32,592,000 Wachovia Bank Commercial Mortgage Trust, Series 2003-WHL2, Class A3, 1.44% due 6/15/2013 (b)(c) 32,592,000 -------------- 88,975,751 Total Non-Government Agency Mortgage-Backed Securities (Cost--$184,532,717) 186,753,553 Industry+++ Corporate Bonds & Notes--36.5% Building BBB+ Baa1 1,770,000 Hanson Australia Funding, 5.25% due 3/15/2013 1,797,621 Products--0.1% Cable--U.S.--0.4% BB- Ba3 3,900,000 Echostar DBS Corporation, 5.75% due 10/01/2008 (a) 3,904,875 BBB- Ba2 3,625,000 Rogers Cable Inc., 6.25% due 6/15/2013 3,620,469 -------------- 7,525,344 Canadian BB+ Ba1 525,000 Abitibi Consolidated Inc., 8.55% due 8/01/2010 (3) 573,244 Corporates** BBB+ Baa2 1,900,000 Potash Corporation of Saskatchewan, 4.875% due - --0.1% 3/01/2013 (3) 1,890,711 -------------- 2,463,955 Chemicals--0.1% BBB- Ba1 1,015,000 Methanex Corporation, 8.75% due 8/15/2012 1,091,125 Commercial Waste Management Inc.: Services & BBB Baa3 1,810,000 7.375% due 8/01/2010 2,115,825 Supplies--0.2% BBB Baa3 1,890,000 6.375% due 11/15/2012 2,089,947 -------------- 4,205,772 Containers--0.3% Sealed Air Corporation: BBB Baa3 1,965,000 5.375% due 4/15/2008 2,049,491 BBB Baa3 2,650,000 6.95% due 5/15/2009 (a) 2,962,165 -------------- 5,011,656 Diversified--0.1% A- Baa3 1,680,000 Brascan Corporation, 5.75% due 3/01/2010 1,779,451 Finance--0.8% Household Finance Corporation: A A1 2,375,000 4.625% due 1/15/2008 2,496,693 A A1 1,905,000 5.875% due 2/01/2009 2,088,912 A A1 4,565,000 6.75% due 5/15/2011 5,206,414 BBB- Ba1 1,895,000 IOS Capital LLC, 7.25% due 6/30/2008 1,838,150 Texaco Capital Inc.: AA Aa3 885,000 8.625% due 6/30/2010 1,133,313 AA Aa3 55,000 8.625% due 11/15/2031 77,782 A- A3 2,790,000 Textron Financial Corporation, 2.75% due 6/01/2006 2,792,542 -------------- 15,633,806 CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments (continued) Core Bond Portfolio S&P Moody's Face Value Ratings++++ Ratings++++ Amount Corporate Bonds & Notes (in U.S. dollars) Finance-- A- A2 $ 1,085,000 BB&T Corporation, 4.75% due 10/01/2012 $ 1,096,851 Banks--3.3% A- A1 2,050,000 Banc One Corp., 8% due 4/29/2027 2,595,523 A+ Aa2 1,675,000 Bank of America Corporation, 4.875% due 1/15/2013 1,705,113 A+ Aa2 4,630,000 BankAmerica Corp., 5.875% due 2/15/2009 5,153,232 BBB- Baa2 2,785,000 Capital One Bank, 4.875% due 5/15/2008 2,884,773 Citigroup Inc.: A+ Aa2 5,530,000 7.25% due 10/01/2010 6,550,168 A+ Aa2 3,580,000 4.875% due 5/07/2015 3,560,095 A+ Aa2 3,436,000 6.625% due 6/15/2032 3,793,550 BB+ Baa3 1,880,000 Firstbank Puerto Rico, 7.625% due 12/20/2005 1,967,253 FleetBoston Financial Corporation: A A1 430,000 3.85% due 2/15/2008 441,180 A- A2 995,000 6.375% due 5/15/2008 1,120,275 BB+ NR* 1,115,000 Hudson United Bancorp Inc., 8.20% due 9/15/2006 1,244,649 BBB+ A3 4,805,000 PNC Funding Corp., 6.125% due 2/15/2009 5,423,259 BB+ Ba1 5,520,000 Provident Bank, 6.375% due 1/15/2004 5,609,700 A+ Aa3 1,990,000 Suntrust Bank, 5.45% due 12/01/2017 2,122,651 A- A3 780,000 Synovus Financial, 4.875% due 2/15/2013 783,743 A+ Aa3 4,980,000 U.S. Bancorp, 1.29% due 9/16/2005 (b) 4,983,028 Washington Mutual Inc.: BBB+ A3 2,875,000 7.50% due 8/15/2006 3,264,172 BBB+ A3 3,065,000 4.375% due 1/15/2008 3,178,607 A+ Aa1 4,110,000 Wells Fargo & Co., 5.125% due 2/15/2007 4,414,198 A+ Aa1 495,000 Wells Fargo Bank, 6.45% due 2/01/2011 564,265 -------------- 62,456,285 Finance-- A+ A1 2,675,000 American Honda Finance, 1.42% due 10/03/2005 (a)(b) 2,684,983 Other--6.4% A A2 6,865,000 Bear Stearns Company Inc., 5.70% due 11/15/2014 7,321,811 BBB Baa2 2,620,000 Certegy Inc., 4.75% due 9/15/2008 (a) 2,725,741 A A3 3,740,000 Countrywide Home Loan, 5.625% due 7/15/2009 4,063,506 Deutsche Telekom International Finance: BBB+ Baa3 2,500,000 5.25% due 7/22/2013 2,526,530 BBB+ Baa3 2,360,000 8.75% due 6/15/2030 2,993,667 A+ A2 185,000 Diageo Capital PLC, 3.50% due 11/19/2007 188,315 Ford Motor Credit Company: BBB A3 1,930,000 6.50% due 1/25/2007 2,039,639 BBB A3 1,125,000 7.20% due 6/15/2007 1,212,504 BBB A3 11,575,000 7% due 10/01/2013 11,648,501 General Motors Acceptance Corp.: BBB A3 26,700,000 3.03% due 5/19/2005 27,028,490 BBB A3 1,750,000 6.875% due 8/28/2012 1,810,580 BBB A3 4,682,000 8% due 11/01/2031 4,809,257 A+ A1 800,000 Golden West Financial Corporation, 4.75% due 10/01/2012 817,016 Goldman Sachs Group, Inc.: A+ Aa3 15,245,000 6.875% due 1/15/2011 17,529,387 A+ Aa3 670,000 5.25% due 4/01/2013 692,244 NR* A1 1,935,000 International Lease Finance Corporation, 2.95% due 5/23/2006 1,957,262 Lehman Brothers Holdings, Inc.: A A2 275,000 4% due 1/22/2008 283,120 A A2 4,855,000 3.50% due 8/07/2008 4,864,773 BBB Baa2 1,785,000 MBNA America Bank NA, 7.125% due 11/15/2012 2,047,374 MBNA Corporation: BBB Baa2 3,240,000 6.25% due 1/17/2007 3,559,704 BBB Baa2 870,000 5.625% due 11/30/2007 945,310 A A2 1,765,000 Mellon Funding Corporation, 5% due 12/01/2014 1,803,260 A+ Aa3 2,745,000 Morgan Stanley Dean Witter, 6.75% due 4/15/2011 3,136,209 CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments (continued) Core Bond Portfolio S&P Moody's Face Value Ratings++++ Ratings++++ Amount Corporate Bonds & Notes (in U.S. dollars) Finance--Other AA Aa3 $ 3,265,000 Principal Life Global, 6.25% due 2/15/2012 (a) $ 3,626,377 (concluded) A- A2 755,000 Regions Financial Corporation, 6.375% due 5/15/2012 847,695 BBB- Baa1 2,275,000 UFJ Finance Aruba A.E.C., 6.75% due 7/15/2013 2,383,427 Verizon Global Funding Corporation: A+ A2 4,275,000 6.875% due 6/15/2012 4,876,582 A+ A2 858,000 7.375% due 9/01/2012 1,011,833 -------------- 121,435,097 Food A+ A1 970,000 Archer-Daniels-Midland, 5.935% due 10/01/2032 995,172 Distribution - --0.1% Gaming--0.4% BB+ Ba1 7,770,000 MGM Mirage Inc., 6% due 10/01/2009 7,808,850 Industrial-- BBB- Ba1 4,350,000 American Greetings, 6.10% due 8/01/2028 4,404,375 Consumer A A2 5,905,000 Brown-Forman Corporation, 3% due 3/15/2008 5,839,401 Goods--1.1% BBB Baa2 3,650,000 Cadbury Schweppes US Finance LLC, 5.125% due 10/01/2013 (a) 3,702,721 A A3 2,395,000 Coca-Cola HBC Finance BV, 5.125% due 9/17/2013 (a) 2,463,619 AA Aa3 59,000 Eli Lilly & Company, 7.125% due 6/01/2025 71,556 BBB+ Baa1 4,210,000 Miller Brewing Company, 5.50% due 8/15/2013 (a) 4,398,768 -------------- 20,880,440 Industrial-- BBB+ Baa1 3,200,000 AGL Capital Corporation, 4.45% due 4/15/2013 3,104,496 Energy--1.3% Anadarko Finance Company: BBB+ Baa1 90,000 6.75% due 5/01/2011 104,010 BBB+ Baa1 760,000 7.50% due 5/01/2031 918,627 BBB+ Baa1 1,037,000 Anadarko Petroleum Corporation, 5.375% due 3/01/2007 1,124,968 A A2 1,830,000 Colonial Pipeline, 7.63% due 4/15/2032 (a) 2,297,272 BBB+ A3 230,000 Consolidated Natural Gas, 5.375% due 11/01/2006 248,248 A- A3 1,420,000 Duke Energy Corporation, 4.50% due 4/01/2010 1,452,847 A- A3 2,889,273 Kern River Funding Corporation, 4.893% due 4/30/2018 (a) 2,903,257 Kinder Morgan Energy: BBB+ Baa1 1,740,000 5.35% due 8/15/2007 1,875,556 BBB+ Baa1 1,675,000 6.75% due 3/15/2011 1,922,749 BBB- Baa3 2,150,000 MidAmerican Energy Holdings, 5.875% due 10/01/2012 2,273,709 NR* A1 1,540,000 Motiva Enterprises LLC, 5.20% due 9/15/2012 (a) 1,585,612 BBB Baa2 1,725,000 TGT Pipeline LLC, 5.20% due 6/01/2018 (a) 1,674,928 BBB+ Baa1 3,280,000 Texas Gas Transmission, 4.60% due 6/01/2015 (a) 3,167,719 -------------- 24,653,998 Industrial-- A- A2 2,475,000 Alcoa Inc., 1.426% due 12/06/2004 (b) 2,481,143 Manufacturing-- BBB- Baa3 4,015,000 Cia Brasileira de Bebida, 8.75% due 9/15/2013 (a) 4,055,150 4.1% Daimler-Chrysler NA Holdings: BBB+ A3 10,985,000 6.90% due 9/01/2004 11,465,099 BBB+ A3 19,250,000 1.94% due 9/26/2005 (b) 19,249,673 BBB+ A3 3,160,000 6.40% due 5/15/2006 3,427,368 BBB+ A3 3,570,000 7.75% due 1/18/2011 4,080,813 BBB- Baa3 415,000 Domtar Inc., 7.875% due 10/15/2011 494,648 A A2 600,000 Emerson Electric Company, 6% due 8/15/2032 630,560 AAA Aaa 8,145,000 General Electric Company, 5% due 2/01/2013 8,349,619 BBB Baa1 3,025,000 General Motors Corporation, 7.20% due 1/15/2011 3,187,554 BBB- Baa3 2,400,000 Inco Limited, 7.75% due 5/15/2012 2,840,657 BB+ Baa3 2,335,000 Jabil Circuit Inc., 5.875% due 7/15/2010 2,425,140 BBB Baa2 1,425,000 Martin Marietta Corp., 7.375% due 4/15/2013 1,673,558 Raytheon Company: BBB- Baa3 8,115,000 8.30% due 3/01/2010 9,931,226 BBB- Baa3 2,440,000 6.75% due 3/15/2018 2,739,115 -------------- 77,031,323 CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments (continued) Core Bond Portfolio S&P Moody's Face Value Ratings++++ Ratings++++ Amount Corporate Bonds & Notes (in U.S. dollars) Industrial-- BBB+ Baa1 $ 9,224,000 AOL Time Warner Inc., 6.875% due 5/01/2012 $ 10,349,586 Services--5.1% Aramark Services Inc.: BBB- Baa3 2,740,000 6.75% due 8/01/2004 2,843,651 BBB- Baa3 2,355,000 6.375% due 2/15/2008 2,560,208 Cendant Corporation: BBB Baa1 2,365,000 6.875% due 8/15/2006 2,621,286 BBB Baa1 2,315,000 6.25% due 1/15/2008 2,542,662 BB+ Ba2 5,210,000 Circus Circus Enterprises, Inc., 6.70% due 11/15/2096 5,229,538 BBB- NR* 1,945,000 Clear Channel Communications, 7.875% due 6/15/2005 2,135,863 Comcast Corporation: BBB Baa3 2,900,000 5.85% due 1/15/2010 3,136,037 BBB Baa3 2,110,000 7.05% due 3/15/2033 2,312,503 BBB- Ba1 3,190,000 HCA Inc., 6.30% due 10/01/2012 3,251,325 BBB Baa3 5,315,000 Kroger Company, 6.80% due 4/01/2011 6,075,949 BBB Ba1 4,155,000 Lenfest Communications, Inc., 10.50% due 6/15/2006 4,937,249 Liberty Media Corporation: BBB- Baa3 19,600,000 2.64% due 9/17/2006 (b) 19,496,277 BBB- Baa3 1,295,000 7.875% due 7/15/2009 1,497,775 BBB- Baa3 4,355,000 5.70% due 5/15/2013 4,348,311 BBB Ba1 1,370,000 Manor Care Inc., 6.25% due 5/01/2013 1,404,250 BBB- Baa3 3,948,000 News America Holdings, 9.25% due 2/01/2013 5,165,216 News America Inc.: BBB- Baa3 1,070,000 6.55% due 3/15/2033 1,119,540 BBB- Baa3 1,440,000 6.75% due 1/09/2038 1,561,120 BBB+ Baa1 2,395,000 PHH Corporation, 6% due 3/01/2008 2,586,648 BBB Baa3 655,000 SuperValu Inc., 7.50% due 5/15/2012 746,602 BBB Baa3 2,990,000 Tele-Communications Inc., 9.80% due 2/01/2012 3,946,223 BBB- Baa3 2,035,000 USA Interactive, 7% due 1/15/2013 2,295,417 BBB- Baa3 2,890,000 Univision Communication Inc., 7.85% due 7/15/2011 3,429,739 -------------- 95,592,975 Industrial-- AAA Aaa 1,995,000 American Airlines, 3.857% due 7/09/2010 1,994,601 Transportation BBB+ Baa2 1,260,000 Burlington Northern Santa Fe Corporation, 7.95% - --0.9% due 8/15/2030 1,577,752 AAA Aaa 2,080,000 Continental Airlines, 6.563% due 2/15/2012 2,250,680 BBB Baa1 4,875,000 Norfolk Southern Corporation, 7.25% due 2/15/2031 5,642,189 Southwest Airlines Co.: A Baa1 1,140,000 8% due 3/01/2005 1,226,769 A Baa1 2,380,000 7.875% due 9/01/2007 2,746,565 Union Pacific Corporation: BBB Baa3 1,355,000 7.25% due 11/01/2008 1,575,982 A A1 920,000 4.698% due 1/02/2024 899,024 -------------- 17,913,562 Insurance--1.2% BBB+ Baa2 2,430,000 Berkley (WR) Corporation, 5.125% due 9/30/2010 2,492,181 AA- A2 985,000 Marsh & McLennan Companies Inc., 3.625% due 2/15/2008 1,002,605 NR* NR* 240,000 Massmutual Global Funding, 7% due 7/07/2006 269,068 BBB+ Baa3 5,530,000 NLV Financial Corporation, 7.50% due 8/15/2033 (a) 5,773,226 AA- Aa3 3,795,000 New York Life Insurance, 5.875% due 5/15/2033 (a) 3,796,708 A+ A1 1,265,000 Progressive Corporation, 6.25% due 12/01/2032 1,346,353 A- Baa1 5,365,000 Security Benefit Life, 7.45% due 10/01/2033 (a) 5,352,875 A- A2 2,100,000 Travelers Property Casualty, 6.375% due 3/15/2033 2,232,359 -------------- 22,265,375 CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments (continued) Core Bond Portfolio S&P Moody's Face Value Ratings++++ Ratings++++ Amount Corporate Bonds & Notes (in U.S. dollars) Leisure--0.0% BBB- Ba1 $ 350,000 Hilton Hotels Corporation, 7.625% due 12/01/2012 $ 382,375 Metal-- BBB+ Baa2 730,000 Placer Dome Inc., 6.375% due 3/01/2033 748,435 Other--0.0% Oil A- Baa1 1,330,000 EnCana Corp., 4.75% due 10/15/2013 1,337,355 Refineries BBB Baa2 3,745,000 Enterprise Products Operating LP, 6.875% due 3/01/2033 4,036,661 - --0.6% BBB Baa3 5,375,000 Ultramar Diamond Shamrock, 6.75% due 10/15/2037 5,916,827 -------------- 11,290,843 Paper--1.1% BB+ Ba2 6,275,000 Boise Cascade Corporation, 7.66% due 5/27/2005 6,643,204 BBB+ Baa2 3,050,000 Celulosa Arauco y Constitucion SA, 5.125% due 7/09/2013 (a) 3,004,894 BBB Baa2 5,620,000 Champion International Corp., 6.65% due 12/15/2037 6,438,738 A- Baa2 1,940,000 Inversiones CMPC SA, 4.875% due 6/18/2013 (a) 1,872,195 BBB Baa3 1,685,000 Norske Skog Industrier ASA, 6.125% due 10/15/2015 (a) 1,733,376 BBB- Baa3 1,840,000 Rock-Tenn Company, 5.625% due 3/15/2013 1,858,061 -------------- 21,550,468 Real Estate BBB Baa2 2,335,000 Centerpoint Properties, 4.75% due 8/01/2010 2,386,351 Investment BBB Baa3 1,410,000 Developers Divers Realty, 6.625% due 1/15/2008 1,543,692 Trust--1.8% BBB+ Baa1 4,180,000 Duke Realty Corporation, 5.25% due 1/15/2010 4,382,400 BBB+ Baa1 4,970,000 EOP Operating LP, 7.375% due 11/15/2003 5,003,249 BBB+ Baa2 675,000 Health Care Properties Inc., 7.48% due 4/05/2004 689,741 Health Care Properties Investors Inc.: BBB+ Baa2 1,585,000 6.50% due 2/15/2006 1,705,977 BBB+ Baa2 2,855,000 6.45% due 6/25/2012 3,084,491 BBB- Ba1 1,575,000 Highwoods Realty LP, 8% due 12/01/2003 1,591,314 BBB- Baa3 1,913,000 Nationwide Health Properties, 6.59% due 7/07/2038 1,907,556 BBB+ NR* 7,465,000 Prologis Trust, 7% due 10/01/2003 7,465,000 BBB Baa2 1,480,000 Shurgard Storage Centers, 5.875% due 3/15/2013 1,550,516 BBB Baa3 1,865,000 United Dominion Realty Trust, Inc., 6.50% due 6/15/2009 2,071,308 -------------- 33,381,595 Retail-- BBB+ Baa1 595,000 Limited Brands Inc., 6.125% due 12/01/2012 648,235 Stores--0.0% Supranational A A2 2,845,000 Corporacion Andina de Fomento, 6.875% due 3/15/2012 3,159,205 - --0.2% Utilities-- BBB Baa3 486,000 AT&T Broadband Corporation, 8.375% due 3/15/2013 602,093 Communications BBB Baa2 1,728,000 AT&T Wireless Services Inc., 8.75% due 3/01/2031 2,137,258 - --1.2% BBB+ Baa2 1,285,000 CenturyTel Inc., 7.875% due 8/15/2012 1,571,680 A+ A3 5,070,000 GTE Corporation, 6.84% due 4/15/2018 5,749,126 BBB Baa2 2,820,000 Harris Corporation, 6.35% due 2/01/2028 2,990,173 Sprint Capital Corporation: BBB- Baa3 340,000 8.375% due 3/15/2012 401,057 BBB- Baa3 2,890,000 6.90% due 5/01/2019 2,962,892 BBB- Baa3 360,000 8.75% due 3/15/2032 427,764 B- Ba3 2,721,000 US West Communications, 7.20% due 11/01/2004 2,795,828 A+ A2 2,245,000 Verizon New York Inc., 6.875% due 4/01/2012 2,563,473 -------------- 22,201,344 CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments (continued) Core Bond Portfolio S&P Moody's Face Value Ratings++++ Ratings++++ Amount Corporate Bonds & Notes (in U.S. dollars) Utilities-- NR* Baa2 $ 3,240,000 AEP Texas Central Company, 6.65% due 2/15/2033 (a) $ 3,393,965 Electric BBB+ A3 1,485,000 Alabama Power Capital Trust, 5.50% due 10/01/2042 (b) 1,523,432 & Gas--2.8% A A2 1,340,000 Australian Gas Light Company, 5.30% due 9/25/2015 (a) 1,373,452 CenterPoint Energy, Inc. (a): BBB- Ba1 1,500,000 7.25% due 9/01/2010 1,570,431 BBB Ba1 1,535,000 7.875% due 4/01/2013 1,724,468 BBB Baa1 2,685,000 Cincinnati Gas & Electric Company, 5.70% due 9/15/2012 2,853,202 A- A2 1,400,000 Consolidated Edison Company of New York Inc., 3.625% due 8/01/2008 1,413,859 Consumers Energy (a): BBB- Baa3 1,255,000 4.25% due 4/15/2008 1,272,035 BBB- Baa3 1,770,000 4% due 5/15/2010 1,706,094 Dominion Resources Inc.: BBB+ Baa1 2,185,000 7.625% due 7/15/2005 2,398,195 BBB+ Baa1 5,755,000 5.25% due 8/01/2033 5,759,587 BBB- Baa3 5,555,000 Entergy Gulf States, Inc., 5.25% due 8/01/2015 (a) 5,387,011 A- A2 4,850,000 FPL Group Capital Inc., 1.44% due 3/30/2005 4,848,947 BBB Baa2 1,900,000 New York State Electric & Gas, 5.75% due 5/01/2023 1,806,649 BBB Baa3 2,495,000 Nisource Finance Corporation, 5.40% due 7/15/2014 2,532,033 BBB Baa1 2,605,000 PSE&G Power, 6.95% due 6/01/2012 2,940,735 BBB Baa1 1,990,000 Pepco Holdings Inc., 4% due 5/15/2010 1,921,313 BBB- Baa3 2,425,000 Public Service Company of New Mexico, 4.40% due 9/15/2008 2,484,556 BBB+ Baa1 2,520,000 Southern Power Company, 6.25% due 7/15/2012 2,765,501 A- Baa1 2,875,000 Vectren Utility Holdings, 5.25% due 8/01/2013 2,921,282 -------------- 52,596,747 Yankee A- A2 1,285,000 BSCH Issuances Ltd., 7.625% due 9/14/2010 (1) 1,569,040 Corporates** A- Baa1 6,755,000 British Telecom PLC, 8.125% due 12/15/2010 (4) 8,311,514 - --1.6% A- A2 2,450,000 Codelco Inc., 6.375% due 11/30/2012 (3) (a) 2,653,722 France Telecom (4): BBB Baa3 5,395,000 9% due 3/01/2011 6,590,084 BBB Baa3 1,830,000 9.75% due 3/01/2031 2,443,301 BBB+ Baa1 2,475,000 Koninklijke (KPN) NV, 8% due 10/01/2010 (3) 2,991,533 Pemex Project Funding Master Trust (1): BBB- Baa1 2,780,000 9.125% due 10/13/2010 3,329,050 BBB- Baa1 2,590,000 7.375% due 12/15/2014 2,784,250 -------------- 30,672,494 Yankee Bundesrepublic Deutschland (2): Sovereigns** AAA Aaa 3,330,000 6% due 7/04/2007 4,290,828 - --1.2% AAA Aaa 3,880,000 5.50% due 1/04/2031 4,983,451 A- A3 2,260,000 Korea Development Bank, 4.25% due 11/13/2007 (1) 2,318,206 A- Baa1 1,925,000 Republic of Chile, 5.50% due 1/15/2013 (2) 2,002,000 United Mexican States (2): BBB- Baa2 4,645,000 9.875% due 2/01/2010 5,922,375 BBB- Baa2 2,305,000 6.375% due 1/16/2013 2,431,775 -------------- 21,948,635 Total Investments in Corporate Bonds & Notes (Cost--$660,859,190) 689,122,183 Shares Held Preferred Stock--0.0% 500 Home Ownership Funding 2 (a) 267,531 Total Investments in Preferred Stock (Cost--$500,000) 267,531 Total Long-Term Investments (Cost--$1,947,698,980) 1,993,735,216 CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments (continued) Core Bond Portfolio Face Value Industry+++ Amount Short-Term Investments--13.5% (in U.S. dollars) Commercial $ 23,608,000 CDC Corporation, 1.04% due 10/15/2003 $ 23,598,452 Paper*** 5,000,000 Falcon Asset Securitization, 1.06% due 10/01/2003 5,000,000 20,000,000 Jupiter Securitization, 1.05% due 10/14/2003 19,992,417 30,000,000 NBNZ International Ltd., 1.06% due 10/14/2003 29,988,517 25,000,000 Textron Financial Corporation, 1.15% due 10/10/2003 24,992,812 UBS AG: 12,500,000 1.035% due 10/02/2003 12,499,641 25,000,000 1.05% due 10/06/2003 24,996,354 21,000,000 VF Corporation, 1.15% due 10/09/2003 20,994,633 -------------- 162,062,826 Shares Held 92,528,750 Merrill Lynch Premier Institutional Fund (d)(e) 92,528,750 Total Short-Term Investments (Cost--$254,591,576) 254,591,576 Number of Options Purchased Contracts Options Purchased--0.0% Call Options 326 Eurodollar, expiring December 2003 at USD 97.75, Purchased--0.0% Broker Greenwich Capital Markets 330,075 Total Options Purchased (Premiums Paid--$205,217) 330,075 Total Investments (Cost--$2,202,495,773) 2,248,656,867 Number of Options Written Contracts Options Written--0.0% Call Options 326 Eurodollar, expiring December 2003 at USD 98.5, Written--0.0% Broker Greenwich Capital Markets (44,825) Put Options 326 Eurodollar, expiring December 2003 at USD 98, Written--0.0% Broker Greenwich Capital Markets (209,863) Total Options Written (Premiums Received--$275,183) (254,688) Total Investments, Net of Options Written (Cost--$2,202,220,590)--119.0% 2,248,402,179 Variation Margin on Financial Futures Contracts (f)--(0.1%) (840,879) Unrealized Depreciation on Forward Foreign Exchange Contracts (h)--0.0% (280,805) Unrealized Appreciation on Swaps (i)--0.0% 66,931 Liabilities in Excess of Other Assets--(18.9%) (357,566,374) -------------- Net Assets--100.0% $1,889,781,052 ============== *Not Rated. **Corresponding industry groups for foreign securities: (1) Financial Institution. (2) Government Entity. (3) Industrial. (4) Telecommunications. ***Commercial Paper is traded on a discount basis; the interest rates shown reflect the discount rates paid at the time of purchase by the Portfolio. ++Asset-Backed and Mortgage-Backed Obligations are subject to principal paydowns as a result of prepayments or refinancings of the underlying mortgage instruments. As a result, the average life may be substantially less than the original maturity. ++++Ratings of issues shown are unaudited. +++For Portfolio 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 Portfolio management. This definition may not apply for purposes of this report, which may combine such industry sub- classifications for reporting ease. These industry classifications are unaudited. (a)The security may be offered and sold to "qualified institutional buyers" under Rule 144A of the Securities Act of 1933. (b)Floating rate note. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments (continued) Core Bond Portfolio (c)Restricted securities as to resale. The value of the Portfolio's investment in restricted securities was approximately $38,303,000, representing 2.0% of net assets. Acquisition Issue Date Cost Value First Bankcard Master Credit Card Trust, Series 2001-1A, Class C, 2.27% due 11/15/2006 4/07/2003 $ 5,686,641 $ 5,710,980 Wachovia Bank Commercial Mortgage Trust, Series 2003-WHL2, Class A3, 1.44% due 6/15/2013 6/13/2003 32,592,000 32,592,000 ----------- ------------ Total $38,278,641 $ 38,302,980 =========== ============ (d) Investments in companies considered to be an affiliate of the Portfolio (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 -- $37,840 Merrill Lynch Premier Institutional Fund 92,528,750 $32,870 (e) Security was purchased with the cash proceeds from securities loans. (f) Financial futures contracts purchased as of September 30, 2003 were as follows: Number of Expiration Face Unrealized Contracts Issue Date Value Losses 328 Eurodollar December 2004 $326,361,476 $ (9,676) --------- Total Unrealized Losses--Net $ (9,676) ========= Financial futures contracts sold as of September 30, 2003 were as follows: Number of Expiration Face Unrealized Contracts Issue Date Value Losses 875 Ten-Year U.S. Treasury December Note Futures 2003 $96,527,194 $ (3,769,681) ------------- Total Unrealized Losses--Net $ (3,769,681) ============= (g) All or a portion of security held as collateral in connection with open financial futures contracts. (h) Forward foreign exchange contracts as of September 30, 2003 were as follows: Foreign Currency Expiration Unrealized Sold Date Depreciation Euro 8,000,000 December 2003 $ (280,805) ------------- Total Unrealized Depreciation on Forward Foreign Exchange Contracts--Net (US$ Commitment--$9,015,600) $ (280,805) ============= (i) Swap contracts entered into as of September 30, 2003 were as follows: Unrealized Notional Appreciation Amount (Depreciation) Receive a variable rate return equal to Lehman Brothers High Yield Index Total Return and pay floating rate based on 1-month USD LIBOR, plus .15% Broker, Credit Suisse First Boston International Expires March 2004 $17,300,000 -- Sold credit default protection on Sprint Capital Corp. and receive 1.50% Broker, Morgan Stanley Capital Services Inc. Expires September 2008 $ 5,490,000 $ 83,695 Sold credit default protection on Comcast Cable Communications and receive 1.15% Broker, Morgan Stanley Capital Services Inc. Expires September 2008 $ 5,490,000 92,007 Receive a variable rate return equal to JP Morgan U.S. Agency Mortgage Index Total Return and pay floating rate based on 1-month USD LIBOR, minus .22% Broker, JP Morgan Chase Bank Expires January 2004 $17,250,000 -- TRAC-X HYDIS 100 Index and receive 4.50% Broker, JP Morgan Chase Bank Expires June 2008 $18,810,000 (141,075) TRAC-X HYDIS 100 Index and receive 4.50% Broker, Morgan Stanley Capital Services Inc. Expires June 2008 $ 3,450,000 144,469 TRAC-X HYDIS 100 Index and receive 4.50% Broker, Bear Stearns Credit Products Inc. Expires June 2008 $ 3,450,000 146,625 Receive a variable rate return equal to JP Morgan U.S. Agency Mortgage Index Total Return and pay floating rate based on 1-month USD LIBOR, minus .25% Broker, JP Morgan Chase Bank Expires January 2004 $16,150,000 -- CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments (concluded) Core Bond Portfolio Unrealized Notional Appreciation Amount (Depreciation) Receive a variable rate return equal to CMBS Investment Grade Index Total Return and pay floating rate based on 1-month USD LIBOR, minus .40% Broker, Deutsche Bank AG, London Expires October 2003 $54,800,000 -- Receive a variable rate return equal to JP Morgan U.S. Agency Mortgage Index Total Return and pay floating rate based on 1-month USD LIBOR, minus .30% Broker, JP Morgan Chase Bank Expires April 2004 $18,100,000 -- Receive a variable rate return equal to Lehman Brothers U.S. High Yield Index and pay floating rate based on 1-month USD LIBOR, plus .10% Broker, Lehman Brothers Special Finance Expires December 2003 $ 3,800,000 -- Receive a variable rate return equal to JP Morgan U.S. Agency Mortgage Index Total Return and pay floating rate based on 1-month USD LIBOR, minus .30% Broker, JP Morgan Chase Bank Expires November 2003 $19,750,000 -- Receive a variable rate return equal to U.S. Treasury Index Total Return and pay floating rate based on 1-month USD LIBOR, minus .20% Broker, Lehman Brothers Special Finance Expires December 2003 $86,100,000 -- Receive a variable rate return equal to CMBS AAA Index Total Return and pay floating rate based on 4-month USD LIBOR, minus .60% Broker, Lehman Brothers Special Finance Expires January 2004 $27,800,000 -- Unrealized Notional Appreciation Amount (Depreciation) Receive a variable rate return equal to Lehman Brothers U.S. High Yield Index Total Return and pay floating rate based on 1-month USD LIBOR, plus .10% Broker, Credit Suisse First Boston International Expires December 2003 $ 5,750,000 -- Bought credit default protection on Tyson Foods Inc. and pay 1.36% Broker, Morgan Stanley Capital Services Inc. Expires September 2008 $ 5,490,000 $ (147,626) Bought credit default protection on Weyerhaeuser Co. and pay .73% Broker, Morgan Stanley Capital Services Inc. Expires September 2008 $ 5,490,000 (33,906) Receive a variable rate return equal to JP Morgan U.S. Agency Mortgage Index Total Return and pay floating rate based on 1-month USD LIBOR, minus .25% Broker, JP Morgan Chase Bank Expires January 2004 $58,000,000 -- Receive a variable rate based on 3-month USD LIBOR, plus .50% which is capped at a fixed coupon of 8% and callable quarterly beginning March 29, 2004 and pay floating rate based on 3-month USD LIBOR Broker, JP Morgan Chase Bank Expires September 2009 $59,000,000 (77,258) ------------- Total $ 66,931 ============= See Notes to Financial Statements. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments Intermediate Term Portfolio S&P Moody's Face Value Ratings++++ Ratings++++ Amount Asset-Backed Securities++--14.0% (in U.S. dollars) AAA Aaa $3,210,297 Advanta Mortgage Loan Trust, Series 1999-3, Class A 4, 7.75% due 10/25/2026 $ 3,431,319 CIT Equipment Collateral: AAA Aaa 177,882 Series 2002-VT1, Class A2, 2.90% due 6/21/2004 178,065 AAA Aaa 4,000,000 Series 2003-VT1, Class A3A, 1.25% due 4/20/2007 4,004,972 AAA Aaa 4,750,000 CIT Group Home Equity Loan Trust, Series 2003-1, Class A2, 2.35% due 4/20/2027 4,777,597 California Infrastructure PG&E, Series 1997-1: AAA Aaa 1,100,000 Class A6, 6.38% due 9/25/2008 1,181,962 AAA Aaa 1,546,279 Class A7, 6.42% due 9/25/2008 1,659,085 Capital Auto Receivables Asset Trust, Series 2003-2: AAA Aaa 4,050,000 Class A3B, 1.16% due 2/15/2007 4,049,333 A+ Aa3 1,350,000 Class B1, 1.40% due 1/15/2009 1,349,595 AAA Aaa 3,200,000 Capital One Auto Finance Trust, Series 2003-A, Class A3B, 1.28% due 10/15/2007 3,207,183 AAA Aaa 5,253,026 Centex Home Equity, Series 2003-B, Class AV, 1.40% due 6/25/2033 5,251,257 Chase Credit Card Master Trust, Class C: BBB Baa2 2,850,000 Series 2000-3, 1.82% due 1/15/2008 2,855,811 BBB Baa2 5,200,000 Series 2003-1, 2.22% due 4/15/2008 (b) 5,237,943 AAA NR* 4,200,000 CountryWide Asset-Backed Certificates, Series 2003-BC3, Class A2, 1.43% due 9/25/2033 4,193,960 AAA Aaa 305,035 EQCC Home Equity Loan Trust, Series 1999-1, Class A3F, 5.915% due 11/20/2024 305,434 BBB Baa2 1,700,000 First Bankcard Master Credit Card Trust, Series 2001-1A, Class C, 2.27% due 11/15/2006 (c) 1,703,275 Household Automotive Trust: AAA Aaa 871,621 Series 2002-1, Class A2, 2.75% due 5/17/2005 873,413 AAA Aaa 2,300,000 Series 2002-3, Class A3A, 2.75% due 6/18/2007 2,338,498 AAA Aaa 1,886,074 Household Home Equity Loan Trust, Series 2002-2, Class A, 1.42% due 4/20/2032 (b) 1,885,602 A+ A2 1,515,955 MBNA Master Credit Card Trust, Series 1999-F, Class B, 1.52% due 1/16/2007 (b) 1,516,713 Option One Mortgage Loan Trust: AAA Aaa 2,179,599 Series 2002-4, Class A, 1.38% due 7/25/2032 (b) 2,175,477 AAA Aaa 5,335,787 Series 2003-4, Class A2, 1.43% due 7/25/2033 5,329,979 Residential Asset Securities Corporation: AAA Aaa 3,800,000 Series 2002-KS8, Class A2, 3.04% due 6/25/2023 3,847,071 AAA Aaa 5,935,658 Series 2003-KS5, Class AIIB, 1.41% due 7/25/2033 5,921,103 AAA Aaa 6,312,363 Saxon Asset Securities Trust, Series 2002-3, Class AV, 1.52% due 12/25/2032 6,319,770 A A2 3,025,000 Superior Wholesale Inventory Financing Trust, Series 2001, Class A7, 1.52% due 6/15/2006 (b) 3,017,922 Total Asset-Backed Securities (Cost--$76,366,671) 76,612,339 Government & Agency Obligations--15.1% Fannie Mae: AAA Aaa 3,390,000 6.375% due 6/15/2009 3,903,853 AAA Aaa 2,360,000 6% due 5/15/2011 2,666,651 AAA Aaa 3,900,000 7.125% due 1/15/2030 4,789,485 Federal Home Loan Bank: AAA Aaa 4,900,000 1.53% due 12/05/2005 4,898,545 AAA Aaa 6,050,000 1.46% due 12/12/2005 6,046,872 AAA Aaa 4,430,000 Freddie Mac, 6.625% due 9/15/2009 5,158,669 U.S. Treasury Bonds & Notes: AAA Aaa 485,000 1.875% due 9/30/2004 488,884 AAA Aaa 20,140,000 7% due 7/15/2006 (g) 22,943,871 AAA Aaa 480,000 3% due 2/15/2008 488,288 AAA Aaa 2,000,000 3.125% due 9/15/2008 2,027,812 AAA Aaa 2,740,000 4.75% due 11/15/2008 2,984,567 AAA Aaa 1,650,000 6.50% due 2/15/2010 1,958,022 CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments (continued) Intermediate Term Portfolio S&P Moody's Face Value Ratings++++ Ratings++++ Amount Government & Agency Obligations (in U.S. dollars) U.S. Treasury Bonds & Notes (concluded): AAA Aaa $2,360,000 5% due 2/15/2011 $ 2,587,886 AAA Aaa 755,000 3.875% due 2/15/2013 754,646 AAA Aaa 1,655,000 4.25% due 8/15/2013 1,696,569 AAA Aaa 2,690,000 7.50% due 11/15/2016 (g) 3,511,502 AAA Aaa 1,640,000 8.125% due 8/15/2019 2,272,938 AAA Aaa 5,710,000 7.25% due 8/15/2022 7,395,563 AAA Aaa 1,180,000 6.25% due 8/15/2023 1,379,447 AAA Aaa 1,180,000 6.625% due 2/15/2027 1,448,358 AAA Aaa 2,960,000 5.375% due 2/15/2031 3,176,450 Total Government & Agency Obligations (Cost--$80,301,882) 82,578,878 Government Agency Mortgage-Backed Securities++--26.4% Fannie Mae: AAA Aaa 4,664,294 5% due 1/01/2018 - 7/01/2018 4,779,717 AAA Aaa 3,202,267 6% due 5/01/2016 - 2/01/2017 3,342,642 AAA Aaa 2,275,541 6% due 6/01/2033 2,348,430 AAA Aaa 12,447,536 6.50% due 6/01/2031 - 11/01/2032 12,975,505 AAA Aaa 6,456,748 7% due 2/01/2031 - 4/01/2032 6,833,705 AAA Aaa 8,155,141 7.50% due 11/01/2027 - 5/01/2033 8,703,536 AAA Aaa 192,987 8% due 9/01/2030 208,475 Freddie Mac: AAA Aaa 5,327,777 4.50% due 4/01/2018 - 9/01/2018 5,377,516 AAA Aaa 5,521,620 5% due 10/15/2018 5,652,759 AAA Aaa 3,650,000 5% due 10/15/2033 3,648,861 AAA Aaa 2,372,554 5.50% due 7/01/2016 2,455,455 AAA Aaa 33,050,000 5.50% due 10/15/2033 - 11/15/2033 33,680,061 AAA Aaa 5,065,791 6% due 5/01/2016 - 11/15/2018 5,266,953 AAA Aaa 28,060,000 6% due 10/15/2033 - 11/15/2033 28,979,642 AAA Aaa 2,347,965 6.50% due 5/01/2016 - 6/01/2016 2,470,316 AAA Aaa 6,000,000 6.50% due 11/15/2033 6,253,128 AAA Aaa 2,716,648 7% due 10/01/2031 - 4/01/2032 2,868,818 Government National Mortgage Association: AAA Aaa 3,600,000 5% due 12/15/2018 3,693,377 AAA Aaa 4,081,587 6.50% due 4/15/2032 4,287,840 Total Government Agency Mortgage-Backed Securities (Cost--$141,967,223) 143,826,736 Non-Government Agency Mortgage-Backed Securities++--8.7% Collateralized AAA Aaa 3,250,000 Collateralized Mortgage Pass-Through Certificates, Mortgage Series 2003-FL8, Class A2, 1.32% due 7/15/2015 (a)(b) 3,250,000 Obligations--4.7% AAA NR* 2,539,993 Deutsche Mortgage Securities, Inc., Series 2003-1, Class 1A1, 4.50% due 4/25/2033 2,561,804 AAA Aaa 6,400,000 Granite Mortgages PLC, Series 2003-2, Class 1A2, 1.27% due 7/20/2020 6,400,000 AAA Aaa 5,600,000 RMAC, Series 2003-NS2A, Class A2C, 1.42% due 9/12/2035 5,607,000 AAA Aaa 1,960,998 Structured Asset Securities Corporation, Series 2002-9, Class A2, 1.41% due 10/25/2027 (b) 1,958,499 Washington Mutual Inc.: AAA Aaa 3,382,782 Series 2002-AR4, Class A7, 5.535% due 4/26/2032 3,457,436 AAA Aaa 282,443 Series 2002-S2, Class 1A2, 6.50% due 3/25/2032 285,612 AAA Aaa 2,165,733 Series 2003-AR1, Class A2, 2.92% due 3/25/2033 2,167,774 -------------- 25,688,125 CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments (continued) Intermediate Term Portfolio S&P Moody's Face Value Ratings++++ Ratings++++ Amount Non-Government Agency Mortgage-Backed Securities++ (in U.S. dollars) Commercial Greenwich Capital Commercial Funding Corporation: Mortgage-Backed AAA Aaa $3,750,000 Series 2002-C1, Class A4, 4.948% due 1/11/2035 $ 3,859,722 Securities--4.0% AAA Aaa 5,370,478 Series 2003-FL1, Class A, 1.44% due 7/05/2018 (b) 5,368,922 AAA Aaa 3,100,000 LB-UBS Commercial Mortgage Trust, Series 2002-C1, Class A3, 6.226% due 3/15/2026 3,464,359 AAA NR* 2,500,000 Nationslink Funding Corporation, Series 1999-2, Class A3, 7.181% due 6/20/2031 2,780,107 AAA Aaa 6,000,000 Wachovia Bank Commercial Mortgage Trust, Series 2003- WHL2, Class A3, 1.44% due 6/15/2013 (b)(c) 6,000,000 -------------- 21,473,110 Total Non-Government Agency Mortgage-Backed Securities (Cost--$46,377,142) 47,161,235 Industry+++ Corporate Bonds & Notes--36.8% Building BBB+ Baa1 605,000 Hanson Australia Funding, 5.25% due 3/15/2013 614,441 Products--0.1% Cable--U.S. BB- Ba3 1,140,000 Echostar DBS Corporation, 5.75% due 10/01/2008 (a) 1,141,425 - --0.4% BBB- Ba2 1,070,000 Rogers Cable Inc., 6.25% due 6/15/2013 1,068,662 -------------- 2,210,087 Canadian BB+ Ba1 150,000 Abitibi Consolidated Inc., 8.55% due 8/01/2010 (3) 163,784 Corporates** BBB+ Baa2 575,000 Potash Corporation of Saskatchewan, 4.875% - --0.1% due 3/01/2013 (3) 572,189 -------------- 735,973 Chemicals--0.1% BBB- Ba1 295,000 Methanex Corporation, 8.75% due 8/15/2012 317,125 Commercial Waste Management Inc.: Services BBB Baa3 560,000 7.375% due 8/01/2010 654,620 & Supplies--0.2% BBB Baa3 585,000 6.375% due 11/15/2012 646,888 -------------- 1,301,508 Containers--0.2% Sealed Air Corporation: BBB Baa3 580,000 5.375% due 4/15/2008 604,939 BBB Baa3 450,000 6.95% due 5/15/2009 (a) 503,009 -------------- 1,107,948 Diversified--0.1% A- Baa3 570,000 Brascan Corporation, 5.75% due 3/01/2010 603,742 Finance--0.9% Household Finance Corporation: A A1 715,000 4.625% due 1/15/2008 751,636 A A1 515,000 5.875% due 2/01/2009 564,719 A A1 1,385,000 6.75% due 5/15/2011 1,579,602 BBB- Ba1 545,000 IOS Capital LLC, 7.25% due 6/30/2008 528,650 AA Aa3 330,000 Texaco Capital Inc., 8.625% due 6/30/2010 422,591 A- A3 810,000 Textron Financial Corporation, 2.75% due 6/01/2006 810,738 -------------- 4,657,936 Finance-- A- A2 560,000 BB&T Corporation, 4.75% due 10/01/2012 566,117 Banks--3.4% A- A1 700,000 Banc One Corp., 8% due 4/29/2027 886,276 A+ Aa2 435,000 Bank of America Corporation, 4.875% due 1/15/2013 442,821 A+ Aa2 1,370,000 BankAmerica Corp., 5.875% due 2/15/2009 1,524,822 BBB- Baa2 820,000 Capital One Bank, 4.875% due 5/15/2008 849,376 Citigroup Inc.: A+ Aa2 1,600,000 7.25% due 10/01/2010 1,895,166 A+ Aa2 1,050,000 4.875% due 5/07/2015 1,044,162 A+ Aa2 925,000 6.625% due 6/15/2032 1,021,255 BB+ Baa3 560,000 Firstbank Puerto Rico, 7.625% due 12/20/2005 585,990 FleetBoston Financial Corporation: A A1 120,000 3.85% due 2/15/2008 123,120 A- A2 320,000 6.375% due 5/15/2008 360,290 CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments (continued) Intermediate Term Portfolio S&P Moody's Face Value Ratings++++ Ratings++++ Amount Corporate Bonds & Notes (in U.S. dollars) Finance-- BB+ NR* $ 335,000 Hudson United Bancorp Inc., 8.20% due 9/15/2006 $ 373,953 Banks BBB+ A3 1,445,000 PNC Funding Corp., 6.125% due 2/15/2009 1,630,928 (concluded) BB+ Ba1 1,635,000 Provident Bank, 6.375% due 1/15/2004 1,661,569 A+ Aa3 575,000 Suntrust Bank, 5.45% due 12/01/2017 613,329 A- A3 245,000 Synovus Financial, 4.875% due 2/15/2013 246,176 A+ Aa3 1,475,000 U.S. Bancorp, 1.29% due 9/16/2005 (b) 1,475,897 Washington Mutual Inc.: BBB+ A3 800,000 7.50% due 8/15/2006 908,291 BBB+ A3 890,000 4.375% due 1/15/2008 922,989 A+ Aa1 950,000 Wells Fargo & Co., 5.125% due 2/15/2007 1,020,313 A+ Aa1 135,000 Wells Fargo Bank, 6.45% due 2/01/2011 153,891 -------------- 18,306,731 Finance-- A+ A1 785,000 American Honda Finance, 1.42% due 10/03/2005 (a)(b) 787,930 Other--6.4% A A2 2,030,000 Bear Stearns Company Inc., 5.70% due 11/15/2014 2,165,080 BBB Baa2 770,000 Certegy Inc., 4.75% due 9/15/2008 (a) 801,076 A A3 1,105,000 Countrywide Home Loan, 5.625% due 7/15/2009 1,200,581 Deutsche Telekom International Finance: BBB+ Baa3 740,000 5.25% due 7/22/2013 747,853 BBB+ Baa3 730,000 8.75% due 6/15/2030 926,007 Ford Motor Credit Company: BBB A3 560,000 6.50% due 1/25/2007 591,812 BBB A3 330,000 7.20% due 6/15/2007 355,668 BBB A3 3,400,000 7% due 10/01/2013 3,421,590 General Motors Acceptance Corp.: BBB A3 8,250,000 3.03% due 5/19/2005 8,351,500 BBB A3 1,354,000 8% due 11/01/2031 1,390,802 A+ A1 225,000 Golden West Financial Corporation, 4.75% due 10/01/2012 229,786 Goldman Sachs Group, Inc.: A+ Aa3 4,340,000 6.875% due 1/15/2011 4,990,327 A+ Aa3 340,000 5.25% due 4/01/2013 351,288 NR* A1 570,000 International Lease Finance Corporation, 2.95% due 5/23/2006 576,558 A A2 1,410,000 Lehman Brothers Holdings, Inc., 3.50% due 8/07/2008 1,412,838 BBB Baa2 510,000 MBNA America Bank NA, 7.125% due 11/15/2012 584,964 MBNA Corporation: BBB Baa2 945,000 6.25% due 1/17/2007 1,038,247 BBB Baa2 200,000 5.625% due 11/30/2007 217,313 A A2 500,000 Mellon Funding Corporation, 5% due 12/01/2014 510,839 A+ Aa3 780,000 Morgan Stanley Dean Witter, 6.75% due 4/15/2011 891,163 AA Aa3 760,000 Principal Life Global, 6.25% due 2/15/2012 (a) 844,118 A- A2 80,000 Regions Financial Corporation, 6.375% due 5/15/2012 89,822 BBB- Baa1 675,000 UFJ Finance Aruba A.E.C., 6.75% due 7/15/2013 707,171 Verizon Global Funding Corporation: A+ A2 1,260,000 6.875% due 6/15/2012 1,437,308 A+ A2 215,000 7.375% due 9/01/2012 253,548 -------------- 34,875,189 Food A+ A1 265,000 Archer-Daniels-Midland, 5.935% due 10/01/2032 271,877 Distribution-- 0.1% Gaming--0.4% BB+ Ba1 2,270,000 MGM Mirage Inc., 6% due 10/01/2009 2,281,350 CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments (continued) Intermediate Term Portfolio S&P Moody's Face Value Ratings++++ Ratings++++ Amount Corporate Bonds & Notes (in U.S. dollars) Industrial-- BBB- Ba1 $1,300,000 American Greetings, 6.10% due 8/01/2028 $ 1,316,250 Consumer Goods-- A A2 1,690,000 Brown-Forman Corporation, 3% due 3/15/2008 1,671,226 1.1% BBB Baa2 1,070,000 Cadbury Schweppes US Finance LLC, 5.125% due 10/01/2013 (a) 1,085,455 A A3 700,000 Coca-Cola HBC Finance BV, 5.125% due 9/17/2013 (a) 720,056 BBB+ Baa1 1,245,000 Miller Brewing Company, 5.50% due 8/15/2013 (a) 1,300,823 -------------- 6,093,810 Industrial-- BBB+ Baa1 945,000 AGL Capital Corporation, 4.45% due 4/15/2013 916,796 Energy--1.5% Anadarko Finance Company: BBB+ Baa1 285,000 6.75% due 5/01/2011 329,366 BBB+ Baa1 250,000 7.50% due 5/01/2031 302,180 A A2 800,000 Colonial Pipeline, 7.63% due 4/15/2032 (a) 1,004,272 A- A3 430,000 Duke Energy Corporation, 4.50% due 4/01/2010 439,947 A- A3 889,007 Kern River Funding Corporation, 4.893% due 4/30/2018 (a) 893,310 Kinder Morgan Energy: BBB+ Baa1 510,000 5.35% due 8/15/2007 549,732 BBB+ Baa1 815,000 6.75% due 3/15/2011 935,547 BBB- Baa3 645,000 MidAmerican Energy Holdings, 5.875% due 10/01/2012 682,113 NR* A1 440,000 Motiva Enterprises LLC, 5.20% due 9/15/2012 (a) 453,032 BBB Baa2 510,000 TGT Pipeline LLC, 5.20% due 6/01/2018 (a) 495,196 BBB+ Baa1 965,000 Texas Gas Transmission, 4.60% due 6/01/2015 (a) 931,966 -------------- 7,933,457 Industrial-- A- A2 775,000 Alcoa Inc., 1.426% due 12/06/2004 (b) 776,924 Manufacturing BBB- Baa3 1,175,000 Cia Brasileira de Bebida, 8.75% due 9/15/2013 (a) 1,186,750 - --4.1% Daimler-Chrysler NA Holdings: BBB+ A3 3,350,000 6.90% due 9/01/2004 3,496,412 BBB+ A3 5,000,000 1.94% due 9/26/2005 (b) 4,999,915 BBB+ A3 900,000 6.40% due 5/15/2006 976,149 BBB+ A3 1,110,000 7.75% due 1/18/2011 1,268,824 BBB- Baa3 155,000 Domtar Inc., 7.875% due 10/15/2011 184,748 A A2 205,000 Emerson Electric Company, 6% due 8/15/2032 215,441 AAA Aaa 2,300,000 General Electric Company, 5% due 2/01/2013 2,357,781 BBB Baa1 895,000 General Motors Corporation, 7.20% due 1/15/2011 943,095 BBB- Baa3 700,000 Inco Limited, 7.75% due 5/15/2012 828,525 BB+ Baa3 685,000 Jabil Circuit Inc., 5.875% due 7/15/2010 711,444 BBB Baa2 530,000 Martin Marietta Corp., 7.375% due 4/15/2013 622,446 Raytheon Company: BBB- Baa3 2,425,000 8.30% due 3/01/2010 2,967,742 BBB- Baa3 660,000 6.75% due 3/15/2018 740,908 -------------- 22,277,104 Industrial-- BBB+ Baa1 4,513,000 AOL Time Warner Inc., 6.875% due 5/01/2012 5,063,712 Services--5.5% Aramark Services Inc.: BBB- Baa3 825,000 6.75% due 8/01/2004 856,209 BBB- Baa3 690,000 6.375% due 2/15/2008 750,125 Cendant Corporation: BBB Baa1 785,000 6.875% due 8/15/2006 870,067 BBB Baa1 700,000 6.25% due 1/15/2008 768,839 BB+ Ba2 1,570,000 Circus Circus Enterprises, Inc., 6.70% due 11/15/2096 1,575,887 BBB- NR* 570,000 Clear Channel Communications, 7.875% due 6/15/2005 625,934 Comcast Corporation: BBB Baa3 865,000 5.85% due 1/15/2010 935,404 BBB Baa3 620,000 7.05% due 3/15/2033 679,503 BBB- Ba1 940,000 HCA Inc., 6.30% due 10/01/2012 958,071 BBB Baa3 1,570,000 Kroger Company, 6.80% due 4/01/2011 1,794,777 BBB Ba1 1,250,000 Lenfest Communications, Inc., 10.50% due 6/15/2006 1,485,334 CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments (continued) Intermediate Term Portfolio S&P Moody's Face Value Ratings++++ Ratings++++ Amount Corporate Bonds & Notes (in U.S. dollars) Industrial-- Liberty Media Corporation: Services BBB- Baa3 5,650,000 2.64% due 9/17/2006 (b) $ 5,620,100 (concluded) BBB- Baa3 370,000 7.875% due 7/15/2009 427,936 BBB- Baa3 1,280,000 5.70% due 5/15/2013 1,278,034 BBB Ba1 400,000 Manor Care Inc., 6.25% due 5/01/2013 410,000 BBB- Baa3 1,160,000 News America Holdings, 9.25% due 2/01/2013 1,517,642 News America Inc.: BBB- Baa3 325,000 6.55% due 3/15/2033 340,047 BBB- Baa3 435,000 6.75% due 1/09/2038 471,588 BBB+ Baa1 725,000 PHH Corporation, 6% due 3/01/2008 783,015 BBB Baa3 200,000 SuperValu Inc., 7.50% due 5/15/2012 227,970 BBB Baa3 785,000 Tele-Communications Inc., 9.80% due 2/01/2012 1,036,049 BBB- Baa3 585,000 USA Interactive, 7% due 1/15/2013 659,862 BBB- Baa3 865,000 Univision Communication Inc., 7.85% due 7/15/2011 1,026,548 -------------- 30,162,653 Industrial-- AAA Aaa 590,000 American Airlines, 3.857% due 7/09/2010 589,882 Transportation BBB+ Baa2 375,000 Burlington Northern Santa Fe Corporation, 7.95% - --0.9% due 8/15/2030 469,569 AAA Aaa 475,000 Continental Airlines, 6.563% due 2/15/2012 513,977 BBB Baa1 1,455,000 Norfolk Southern Corporation, 7.25% due 2/15/2031 1,683,976 Southwest Airlines Co.: A Baa1 110,000 8% due 3/01/2005 118,372 A Baa1 630,000 7.875% due 9/01/2007 727,032 Union Pacific Corporation: BBB Baa3 400,000 7.25% due 11/01/2008 465,234 A A1 275,000 4.698% due 1/02/2024 268,730 -------------- 4,836,772 Insurance--1.2% BBB+ Baa2 705,000 Berkley (WR) Corporation, 5.125% due 9/30/2010 723,040 AA- A2 300,000 Marsh & McLennan Companies Inc., 3.625% due 2/15/2008 305,362 BBB+ Baa3 1,640,000 NLV Financial Corporation, 7.50% due 8/15/2033 (a) 1,712,132 AA- Aa3 1,125,000 New York Life Insurance, 5.875% due 5/15/2033 (a) 1,125,506 A+ A1 370,000 Progressive Corporation, 6.25% due 12/01/2032 393,795 A- Baa1 1,570,000 Security Benefit Life, 7.45% due 10/01/2033 (a) 1,566,452 A- A2 640,000 Travelers Property Casualty, 6.375% due 3/15/2033 680,338 -------------- 6,506,625 Metal--Other% BBB+ Baa2 250,000 Placer Dome Inc., 6.375% due 3/01/2033 256,313 - --0.0 Oil A- Baa1 390,000 EnCana Corp., 4.75% due 10/15/2013 392,157 Refineries BBB Baa2 1,115,000 Enterprise Products Operating LP, 6.875% due - --0.6% 3/01/2033 1,201,836 BBB Baa3 1,665,000 Ultramar Diamond Shamrock, 6.75% due 10/15/2037 1,832,840 -------------- 3,426,833 Paper--1.2% BB+ Ba2 1,855,000 Boise Cascade Corporation, 7.66% due 5/27/2005 1,963,848 BBB+ Baa2 1,020,000 Celulosa Arauco y Constitucion SA, 5.125% due 7/09/2013 (a) 1,004,915 BBB Baa2 1,740,000 Champion International Corp., 6.65% due 12/15/2037 1,993,488 A- Baa2 545,000 Inversiones CMPC SA, 4.875% due 6/18/2013 (a) 525,952 BBB Baa3 495,000 Norske Skog Industrier ASA, 6.125% due 10/15/2015 (a) 509,211 BBB- Baa3 550,000 Rock-Tenn Company, 5.625% due 3/15/2013 555,399 -------------- 6,552,813 CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments (continued) Intermediate Term Portfolio S&P Moody's Face Value Ratings++++ Ratings++++ Amount Corporate Bonds & Notes (in U.S. dollars) Real Estate BBB Baa2 $ 695,000 Centerpoint Properties, 4.75% due 8/01/2010 $ 710,284 Investment BBB Baa3 410,000 Developers Divers Realty, 6.625% due 1/15/2008 448,875 Trust--1.8% BBB+ Baa1 1,260,000 Duke Realty Corporation, 5.25% due 1/15/2010 1,321,010 BBB+ Baa1 1,320,000 EOP Operating LP, 7.375% due 11/15/2003 1,328,831 BBB+ Baa2 195,000 Health Care Properties Inc., 7.48% due 4/05/2004 199,258 Health Care Properties Investors Inc.: BBB+ Baa2 465,000 6.50% due 2/15/2006 500,492 BBB+ Baa2 840,000 6.45% due 6/25/2012 907,521 BBB- Ba1 470,000 Highwoods Realty LP, 8% due 12/01/2003 474,868 BBB- Baa3 550,000 Nationwide Health Properties, 6.59% due 7/07/2038 548,435 BBB+ NR* 2,500,000 Prologis Trust, 7% due 10/01/2003 2,500,000 BBB Baa2 155,000 Shurgard Storage Centers, 5.875% due 3/15/2013 162,385 BBB Baa3 555,000 United Dominion Realty Trust, Inc., 6.50% due 6/15/2009 616,395 -------------- 9,718,354 Retail-- BBB+ Baa1 195,000 Limited Brands Inc., 6.125% due 12/01/2012 212,447 Stores--0.0% Supranational A A2 690,000 Corporacion Andina de Fomento, 6.875% due 3/15/2012 766,204 - --0.1% Utilities-- BBB Baa3 191,000 AT&T Broadband Corporation, 8.375% due 3/15/2013 236,625 Communications BBB Baa2 507,000 AT&T Wireless Services Inc., 8.75% due 3/01/2031 627,077 - --1.1% BBB+ Baa2 340,000 CenturyTel Inc., 7.875% due 8/15/2012 415,853 A+ A3 1,010,000 GTE Corporation, 6.84% due 4/15/2018 1,145,290 BBB Baa2 850,000 Harris Corporation, 6.35% due 2/01/2028 901,293 Sprint Capital Corporation: BBB- Baa3 85,000 8.375% due 3/15/2012 100,264 BBB- Baa3 865,000 6.90% due 5/01/2019 886,817 BBB- Baa3 115,000 8.75% due 3/15/2032 136,647 B- Ba3 776,000 US West Communications, 7.20% due 11/01/2004 797,340 A+ A2 715,000 Verizon New York Inc., 6.875% due 4/01/2012 816,429 -------------- 6,063,635 Utilities-- NR* Baa2 980,000 AEP Texas Central Company, 6.65% due 2/15/2033 (a) 1,026,570 Electric BBB+ A3 420,000 Alabama Power Capital Trust, 5.50% due 10/01/2042 (b) 430,870 & Gas--2.9% A A2 390,000 Australian Gas Light Company, 5.30% due 9/25/2015 (a) 399,736 CenterPoint Energy, Inc. (a): BBB- Ba1 440,000 7.25% due 9/01/2010 460,660 BBB Ba1 475,000 7.875% due 4/01/2013 533,630 BBB Baa1 845,000 Cincinnati Gas & Electric Company, 5.70% due 9/15/2012 897,935 A- A2 415,000 Consolidated Edison Company of New York Inc., 3.625% due 8/01/2008 419,108 Consumers Energy (a): BBB- Baa3 370,000 4.25% due 4/15/2008 375,022 BBB- Baa3 520,000 4% due 5/15/2010 501,225 Dominion Resources Inc.: BBB+ Baa1 740,000 7.625% due 7/15/2005 812,203 BBB+ Baa1 1,700,000 5.25% due 8/01/2033 1,701,355 BBB- Baa3 1,640,000 Entergy Gulf States, Inc., 5.25% due 8/01/2015 (a) 1,590,405 A- A2 1,420,000 FPL Group Capital Inc., 1.44% due 3/30/2005 1,419,692 BBB Baa2 565,000 New York State Electric & Gas, 5.75% due 5/01/2023 537,240 BBB Baa3 740,000 Nisource Finance Corporation, 5.40% due 7/15/2014 750,984 BBB Baa1 745,000 PSE&G Power, 6.95% due 6/01/2012 841,016 BBB Baa1 585,000 Pepco Holdings Inc., 4% due 5/15/2010 564,808 BBB- Baa3 705,000 Public Service Company of New Mexico, 4.40% due 9/15/2008 722,314 BBB+ Baa1 740,000 Southern Power Company, 6.25% due 7/15/2012 812,092 A- Baa1 850,000 Vectren Utility Holdings, 5.25% due 8/01/2013 863,683 -------------- 15,660,548 CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments (continued) Intermediate Term Portfolio S&P Moody's Face Value Ratings++++ Ratings++++ Amount Corporate Bonds & Notes (in U.S. dollars) Yankee A- A2 $ 400,000 BSCH Issuances Ltd., 7.625% due 9/14/2010 (1) $ 488,417 Corporates** A- Baa1 1,815,000 British Telecom PLC, 8.125% due 12/15/2010 (4) 2,233,219 - --1.7% A- A2 850,000 Codelco Inc., 6.375% due 11/30/2012 (3) (a) 920,679 France Telecom (4): BBB Baa3 1,585,000 9% due 3/01/2011 1,936,104 BBB Baa3 600,000 9.75% due 3/01/2031 801,082 BBB+ Baa1 725,000 Koninklijke (KPN) NV, 8% due 10/01/2010 (3) 876,308 Pemex Project Funding Master Trust (1): BBB- Baa1 855,000 9.125% due 10/13/2010 1,023,863 BBB- Baa1 745,000 7.375% due 12/15/2014 800,875 -------------- 9,080,547 Yankee A- A3 745,000 Korea Development Bank, 4.25% due 11/13/2007 (1) 764,187 Sovereigns** A- Baa1 575,000 Republic of Chile, 5.50% due 1/15/2013 (2) 598,000 - --0.7% United Mexican States (2): BBB- Baa2 1,330,000 9.875% due 2/01/2010 1,695,750 BBB- Baa2 695,000 6.375% due 1/16/2013 733,225 -------------- 3,791,162 Total Investments in Corporate Bonds & Notes (Cost--$192,873,994) 200,623,184 Total Long-Term Investments (Cost--$537,886,912) 550,802,372 Short-Term Investments--18.7% Commercial 18,300,000 CDC Corporation, 1.04% due 10/15/2003 18,292,599 Paper*** 15,000,000 NBNZ International Ltd., 1.06% due 10/14/2003 14,994,258 14,400,000 Newport Funding Corp., 1.12% due 10/01/2003 14,400,000 17,100,000 Park Avenue Receivables Corp., 1.04% due 10/20/2003 17,090,614 14,200,000 Polonius Inc., 1.06% due 10/14/2003 14,194,565 -------------- 78,972,036 Shares Held 23,262,500 Merrill Lynch Premier Institutional Fund (d)(e) 23,262,500 Total Short-Term Investments (Cost--$102,234,536) 102,234,536 CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments (continued) Intermediate Term Portfolio Number of Value Options Purchased Contracts Options Purchased--0.0% (in U.S. dollars) Call Options 96 Eurodollar, expiring December 2003 at USD 97.75, Purchased--0.0% Broker Greenwich Capital Markets $ 97,200 Total Options Purchased (Premiums Paid--$60,432) 97,200 Total Investments (Cost--$640,181,880)--119.7% 653,134,108 Number of Options Written Contracts Options Written--0.0% Call Options Written--0.0% 96 Eurodollar, expiring December 2003 at USD 98.5, Broker Greenwich Capital Markets (13,200) Put Options Written--0.0% 96 Eurodollar, expiring December 2003 at USD 98, Broker Greenwich Capital Markets (61,800) Total Options Written (Premiums Received--$80,736) (75,000) Total Investments, Net of Options Written (Cost--$640,101,144)--119.7% 653,059,108 Variation Margin on Financial Futures Contracts (f)--(0.1%) (305,188) Unrealized Appreciation on Swaps (h)--0.0% 21,805 Liabilities in Excess of Other Assets--(19.6%) (107,118,485) -------------- Net Assets--100.0% $ 545,657,240 ============== *Not Rated. **Corresponding industry groups for foreign securities: (1) Financial Institution. (2) Government Entity. (3) Industrial. (4) Telecommunications. ***Commercial Paper is traded on a discount basis; the interest rates shown reflect the discount rates paid at the time of purchase by the Portfolio. ++Asset-Backed and Mortgage-Backed Obligations are subject to principal paydowns as a result of prepayments or refinancings of the underlying mortgage instruments. As a result, the average life may be substantially less than the original maturity. ++++Ratings of issues shown are unaudited. +++For Portfolio 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 Portfolio management. This definition may not apply for purposes of this report, which may combine such industry sub- classifications for reporting ease. These industry classifications are unaudited. (a) The security may be offered and sold to "qualified institutional buyers" under Rule 144A of the Securities Act of 1933. (b) Floating rate note. (c) Restricted securities as to resale. The value of the Portfolio's investment in restricted securities was approximately $7,703,000, representing 1.4% of net assets. Acquisition Issue Date Cost Value First Bankcard Master Credit Card Trust, Series 2001-1A, Class C, 2.27% due 11/15/2006 4/07/2003 $ 1,696,016 $ 1,703,275 Wachovia Bank Commercial Mortgage Trust, Series 2003-WHL2, Class A3, 1.44% due 6/15/2013 6/13/2003 6,000,000 6,000,000 ------------ ------------ Total $ 7,696,016 $ 7,703,275 ============ ============ (d) Investments in companies considered to be an affiliate of the Portfolio (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 $ (499,501) $5,144 Merrill Lynch Premier Institutional Fund 22,652,000 $4,190 (e) Security was purchased with the cash proceeds from securities loans. (f) Financial futures contracts purchased as of September 30, 2003 were as follows: Number of Expiration Face Unrealized Contracts Issue Date Value Losses 97 Eurodollar December 2004 $96,515,437 $ (2,862) --------- Total Unrealized Losses--Net $ (2,862) ========= Financial futures contracts sold as of September 30, 2003 were as follows: Number of Expiration Face Unrealized Contracts Issue Date Value Losses 309 Ten-Year U.S. Treasury December Note Futures 2003 $34,090,316 $ (1,328,809) ------------- Total Unrealized Losses--Net $ (1,328,809) ============= (g) All or a portion of security held as collateral in connection with open financial futures contracts. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments (continued) Intermediate Term Portfolio (h) Swap contracts entered into as of September 30, 2003 were as follows: Unrealized Notional Appreciation Amount (Depreciation) Receive a variable rate return equal to Lehman Brothers Yield Index Total Return and pay floating rate based on 1-month USD LIBOR, plus .15% Broker, Credit Suisse First Boston International Expires March 2004 $ 5,250,000 -- Sold credit default protection on Sprint Capital Corp. and receive 1.50% Broker, Morgan Stanley Capital Services Inc. Expires September 2008 $ 1,625,000 $ 24,773 Sold credit default protection on Comcast Cable Communications and receive 1.15% Broker, Morgan Stanley Capital Services Inc. Expires September 2008 $ 1,625,000 27,233 Receive a variable rate return equal to JP Morgan U.S. Agency Mortgage Index Total Return and pay floating rate based on 1-month USD LIBOR, minus .22% Broker, JP Morgan Chase Bank Expires January 2004 $ 5,250,000 -- TRAC-X HYDIS 100 Index and receive 4.50% Broker, JP Morgan Chase Bank Expires June 2008 $ 1,000,000 (41,212) TRAC-X HYDIS 100 Index and receive 4.50% Broker, Morgan Stanley Capital Services Inc. Expires June 2008 $ 1,000,000 41,875 TRAC-X HYDIS 100 Index and receive 4.50% Broker, Bear Stearns Credit Products Inc. Expires June 2008 $ 1,000,000 42,500 Receive a variable rate return equal to JP Morgan U.S. Agency Mortgage Index Total Return and pay floating rate based on 1-month USD LIBOR, minus .25% Broker, JP Morgan Chase Bank Expires January 2004 $ 4,900,000 -- Unrealized Notional Appreciation Amount (Depreciation) Receive a variable rate return equal to CMBS Investment Grade Index Total Return and pay floating rate based on 1-month USD LIBOR, minus .40% Broker, Deutsche Bank AG, London Expires October 2003 $ 17,300,000 -- Receive a variable rate return equal to JP Morgan U.S. Agency Mortgage Index Total Return and pay floating rate based on 1-month USD LIBOR, minus .30% Broker, JP Morgan Chase Bank Expires April 2004 $ 5,500,000 -- Receive a variable rate return equal to Lehman Brothers U.S. High Yield Index and pay floating rate based on 1-month USD LIBOR, plus .10% Broker, Lehman Brothers Special Finance Expires December 2003 $ 1,140,000 -- Receive a variable rate return equal to JP Morgan U.S. Agency Mortgage Index Total Return and pay floating rate based on 1-month USD LIBOR, minus .30% Broker, JP Morgan Chase Bank Expires November 2003 $ 5,750,000 -- Receive a variable rate return equal to U.S. Treasury Index Total Return and pay floating rate based on 1-month USD LIBOR, minus .20% Broker, Lehman Brothers Special Finance Expires December 2003 $25,400,000 -- Receive a variable rate return equal to CMBS AAA Index Total Return and pay floating rate based on 4-month USD LIBOR, minus .60% Broker, Lehman Brothers Special Finance Expires January 2004 $ 8,100,000 -- CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Schedule of Investments (concluded) Intermediate Term Portfolio Unrealized Notional Appreciation Amount (Depreciation) Receive a price return equal to Lehman Brothers U.S. High Yield Index Total Return and pay floating rate based on 1-month USD LIBOR, plus .10% Broker, Credit Suisse First Boston International Expires December 2003 $ 1,700,000 -- Bought credit default protection on Tyson Foods Inc. and pay 1.36% Broker, Morgan Stanley Capital Services Inc. Expires September 2008 $ 1,625,000 $ (43,696) Bought credit default protection on Weyerhaeuser Co. and pay .73% Broker, Morgan Stanley Capital Services Inc. Expires September 2008 $ 1,625,000 (10,036) Receive a variable rate equal to JP Morgan U.S. Agency Mortgage Index Total Return and pay floating rate based on 1-month USD LIBOR, minus .25% Broker, JP Morgan Chase Bank Expires January 2004 $17,000,000 -- Receive a variable rate based on 3-month USD LIBOR, plus .50% which is capped at a fixed coupon of 8% and callable quarterly beginning March 29, 2004 and pay floating rate based on 3-month USD LIBOR Broker, JP Morgan Chase Bank Expires September 2009 $14,500,000 (19,632) ------------ Total $ 21,805 ============ See Notes to Financial Statements. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Statements of Assets and Liabilities Core Intermediate Bond Term As of September 30, 2003 Portfolio Portfolio Assets Investments, at value* (including securities loaned of $90,283,110 and $22,631,115, respectively) $2,248,326,792 $ 653,036,908 Options purchased, at value** 330,075 97,200 Unrealized appreciation on swaps 66,931 21,805 Cash -- 25,568 Receivables: Securities sold 46,812,522 10,687,442 Interest 14,030,444 4,097,298 Swaps 9,435,825 2,519,824 Swaptions closed 4,430,943 1,292,980 Capital shares sold 2,391,451 564,586 Principal paydowns 20,549 -- Prepaid registration fees and other assets 24,226 212,706 -------------- -------------- Total assets 2,325,869,758 672,556,317 -------------- -------------- Liabilities Collateral on securities loaned, at value 92,528,750 23,262,500 Options written, at value*** 254,688 75,000 Unrealized depreciation on forward foreign exchange contracts 280,805 -- Payables: Securities purchased 323,631,033 97,847,751 Swaptions closed 8,052,000 2,440,000 Capital shares redeemed 7,688,758 2,274,122 Dividends to shareholders 1,384,373 364,961 Variation margin 840,879 305,188 Distributor 447,681 79,623 Other affiliates 224,934 94,107 Reorganization costs 75,746 8,112 Investment adviser 37,998 10,982 Accrued expenses and other liabilities 641,061 136,731 -------------- -------------- Total liabilities 436,088,706 126,899,077 -------------- -------------- Net Assets Net assets $1,889,781,052 $ 545,657,240 ============== ============== Net Assets Consist of Class A Common Stock, $.10 par value++ $ 4,125,426 $ 1,308,404 Class B Common Stock, $.10 par value++++ 3,837,725 1,186,720 Class C Common Stock, $.10 par value++++++ 1,123,150 229,825 Class I Common Stock, $.10 par value++++++++ 7,027,367 1,817,688 Class R Common Stock, $.10 par value++++++++++ 390 1,007 Paid-in capital in excess of par 1,874,489,661 532,172,456 -------------- -------------- Undistributed investment income--net 3,149,876 1,276,931 Accumulated realized capital losses on investments--net (46,170,630) (3,983,889) Unrealized appreciation on investments--net 42,198,087 11,648,098 -------------- -------------- Total accumulated earnings (losses)--net (822,667) 8,941,140 ============== ============== Net Assets $1,889,781,052 $ 545,657,240 ============== ============== CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Statements of Assets and Liabilities (concluded) Core Intermediate Bond Term As of September 30, 2003 Portfolio Portfolio Net Asset Value Class A: Net assets $ 484,029,603 $ 157,127,985 ============== ============== Shares outstanding 41,254,262 13,084,042 ============== ============== Net asset value and redemption price per share $ 11.73 $ 12.01 ============== ============== Class B: Net assets $ 449,985,588 $ 142,521,762 ============== ============== Shares outstanding 38,377,254 11,867,195 ============== ============== Net asset value and redemption price per share $ 11.73 $ 12.01 ============== ============== Class C: Net assets $ 131,739,143 $ 27,604,965 ============== ============== Shares outstanding 11,231,504 2,298,245 ============== ============== Net asset value and redemption price per share $ 11.73 $ 12.01 ============== ============== Class I: Net assets $ 823,980,990 $ 218,281,571 ============== ============== Shares outstanding 70,273,667 18,176,876 ============== ============== Net asset value and redemption price per share $ 11.73 $ 12.01 ============== ============== Class R: Net assets $ 45,728 $ 120,957 ============== ============== Shares outstanding 3,896 10,073 ============== ============== Net asset value and redemption price per share $ 11.74 $ 12.01 ============== ============== *Identified cost $2,202,290,556 $ 640,121,448 ============== ============== **Premiums paid $ 205,217 $ 60,432 ============== ============== ***Premiums received $ 275,183 $ 80,736 ============== ============== ++Authorized shares--Class A 100,000,000 50,000,000 ============== ============== ++++Authorized shares--Class B 250,000,000 50,000,000 ============== ============== ++++++Authorized shares--Class C 100,000,000 50,000,000 ============== ============== ++++++++Authorized shares--Class I 250,000,000 100,000,000 ============== ============== ++++++++++Authorized shares--Class R 250,000,000 100,000,000 ============== ============== See Notes to Financial Statements. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Statements of Operations Core Intermediate Bond Term For the Year Ended September 30, 2003 Portfolio Portfolio Investment Income Interest $ 74,137,142 $ 22,450,692 Securities lending--net 70,710 9,334 Dividends 40,381 -- -------------- -------------- Total income 74,248,233 22,460,026 -------------- -------------- Expenses Investment advisory fees 6,401,284 1,973,904 Account maintenance and distribution fees--Class B 3,627,220 746,829 Transfer agent fees--Class I 1,170,480 460,245 Transfer agent fees--Class B 850,124 340,269 Transfer agent fees--Class A 622,200 325,049 Accounting services 507,096 181,549 Account maintenance fees--Class A 973,900 150,455 Account maintenance and distribution fees--Class C 1,014,254 113,737 Registration fees 135,488 75,680 Transfer agent fees--Class C 228,004 53,522 Printing and shareholder reports 179,940 50,318 Custodian fees 79,272 39,743 Professional fees 115,946 31,657 Pricing fees 40,776 27,293 Directors' fees and expenses 27,981 8,157 Account maintenance and distribution fees--Class R 36 137 Transfer agent fees--Class R 12 70 Other 144,764 54,135 -------------- -------------- Total expenses 16,118,777 4,632,749 -------------- -------------- Investment income--net 58,129,456 17,827,277 -------------- -------------- Realized & Unrealized Gain (Loss) on Investments & Foreign Currency Transactions--Net Realized gain (loss) on: Investments--net 49,506,135 15,168,083 Foreign currency transactions--net (591,693) -- Change in unrealized appreciation/depreciation on: Investments--net (14,603,414) (4,254,042) Foreign currency transactions--net (312,321) -- -------------- -------------- Total realized and unrealized gain on investments and foreign currency transactions--net 33,998,707 10,914,041 -------------- -------------- Net Increase in Net Assets Resulting from Operations $ 92,128,163 $ 28,741,318 ============== ============== See Notes to Financial Statements. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Statements of Changes in Net Assets Core Bond Portfolio For the Year Ended September 30, Increase (Decrease) in Net Assets: 2003 2002 Operations Investment income--net $ 58,129,456 $ 60,361,028 Realized gain on investments and foreign currency transactions--net 48,914,442 17,898,677 Change in unrealized appreciation/depreciation on investments and foreign currency transactions--net (14,915,735) 23,126,185 -------------- -------------- Net increase in net assets resulting from operations 92,128,163 101,385,890 -------------- -------------- Dividends to Shareholders Investment income--net: Class A (13,668,069) (10,820,648) Class B (14,714,869) (19,459,138) Class C (3,758,594) (3,656,190) Class I (27,905,411) (26,610,817) Class R (208) -- -------------- -------------- Net decrease in net assets resulting from dividends to shareholders (60,047,151) (60,546,793) -------------- -------------- Capital Share Transactions Net increase in net assets derived from capital share transactions 327,343,356 180,304,214 -------------- -------------- Net Assets Total increase in net assets 359,424,368 221,143,311 Beginning of year 1,530,356,684 1,309,213,373 -------------- -------------- End of year* $1,889,781,052 $1,530,356,684 ============== ============== *Undistributed investment income--net $ 3,149,876 $ 454,769 ============== ============== See Notes to Financial Statements. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Statements of Changes in Net Assets (concluded) Intermediate Term Portfolio For the Year Ended September 30, Increase (Decrease) in Net Assets: 2003 2002 Operations Investment income--net $ 17,827,277 $ 19,722,600 Realized gain on investments--net 15,168,083 7,001,082 Change in unrealized appreciation/depreciation on investments--net (4,254,042) 5,553,942 -------------- -------------- Net increase in net assets resulting from operations 28,741,318 32,277,624 -------------- -------------- Dividends to Shareholders Investment income--net: Class A (5,287,413) (5,907,394) Class B (4,642,386) (5,229,775) Class C (695,153) (241,533) Class I (7,701,842) (8,421,184) Class R (777) -- -------------- -------------- Net decrease in net assets resulting from dividends to shareholders (18,327,571) (19,799,886) -------------- -------------- Capital Share Transactions Net increase in net assets derived from capital share transactions 45,541,811 36,757,309 -------------- -------------- Net Assets Total increase in net assets 55,955,558 49,235,047 Beginning of year 489,701,682 440,466,635 -------------- -------------- End of year* $ 545,657,240 $ 489,701,682 ============== ============== *Undistributed (accumulated distributions in excess of) investment income--net $ 1,276,931 $ (26,579) ============== ============== See Notes to Financial Statements. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Financial Highlights Core Bond Portfolio The following per share data and ratios have been derived Class A++++ from information provided in the financial statements. For the Year Ended September 30, Increase (Decrease) in Net Asset Value: 2003 2002 2001 2000 1999 Per Share Operating Performance Net asset value, beginning of year $ 11.52 $ 11.21 $ 10.68 $ 10.88 $ 11.79 ----------- ---------- ---------- ---------- ----------- Investment income--net .39++ .50 .63 .70 .67 Realized and unrealized gain (loss) on investments and foreign currency transactions--net .23 .31 .53 (.20) (.91) ----------- ---------- ---------- ---------- ----------- Total from investment operations .62 .81 1.16 .50 (.24) ----------- ---------- ---------- ---------- ----------- Less dividends from investment income--net (.41) (.50) (.63) (.70) (.67) ----------- ---------- ---------- ---------- ----------- Net asset value, end of year $ 11.73 $ 11.52 $ 11.21 $ 10.68 $ 10.88 =========== ========== ========== ========== =========== Total Investment Return* Based on net asset value per share 5.51% 7.44% 11.16% 4.83% (2.03%) =========== ========== ========== ========== =========== Ratios to Average Net Assets Expenses .85% .84% .86% .82% .82% =========== ========== ========== ========== =========== Investment income--net 3.39% 4.43% 5.75% 6.55% 5.98% =========== ========== ========== ========== =========== Supplemental Data Net assets, end of year (in thousands) $ 484,030 $ 286,726 $ 201,269 $ 148,890 $ 135,401 =========== ========== ========== ========== =========== Portfolio turnover 287.00% 281.67% 262.47% 94.67% 79.06% =========== ========== ========== ========== =========== *Total investment returns exclude the effects of sales charges. ++Based on average shares outstanding. ++++Effective April 14, 2003, Class D Shares were redesignated Class A Shares. See Notes to Financial Statements. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Financial Highlights (continued) Core Bond Portfolio The following per share data and ratios have been derived Class B from information provided in the financial statements. For the Year Ended September 30, Increase (Decrease) in Net Asset Value: 2003 2002 2001 2000 Per Share Operating Performance Net asset value, beginning of year $ 11.52 $ 11.21 $ 10.68 $ 10.88 $ 11.78 ----------- ---------- ---------- ---------- ----------- Investment income--net .34++ .44 .57 .64 .61 Realized and unrealized gain (loss) on investments and foreign currency transactions--net .22 .31 .53 (.20) (.90) ----------- ---------- ---------- ---------- ----------- Total from investment operations .56 .75 1.10 .44 (.29) ----------- ---------- ---------- ---------- ----------- Less dividends from investment income--net (.35) (.44) (.57) (.64) (.61) ----------- ---------- ---------- ---------- ----------- Net asset value, end of year $ 11.73 $ 11.52 $ 11.21 $ 10.68 $ 10.88 =========== ========== ========== ========== =========== Total Investment Return* Based on net asset value per share 4.96% 6.89% 10.59% 4.29% (2.45%) =========== ========== ========== ========== =========== Ratios to Average Net Assets Expenses 1.36% 1.36% 1.38% 1.34% 1.33% =========== ========== ========== ========== =========== Investment income--net 2.94% 3.93% 5.25% 6.02% 5.46% =========== ========== ========== ========== =========== Supplemental Data Net assets, end of year (in thousands) $ 449,985 $ 487,746 $ 511,166 $ 455,162 $ 636,115 =========== ========== ========== ========== =========== Portfolio turnover 287.00% 281.67% 262.47% 94.67% 79.06% =========== ========== ========== ========== =========== *Total investment returns exclude the effects of sales charges. ++Based on average shares outstanding. See Notes to Financial Statements. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Financial Highlights (continued) Core Bond Portfolio The following per share data and ratios have been derived Class C from information provided in the financial statements. For the Year Ended September 30, Increase (Decrease) in Net Asset Value: 2003 2002 2001 2000 Per Share Operating Performance Net asset value, beginning of year $ 11.52 $ 11.21 $ 10.68 $ 10.88 $ 11.79 ----------- ---------- ---------- ---------- ----------- Investment income--net .33++ .43 .57 .64 .61 Realized and unrealized gain (loss) on investments and foreign currency transactions--net .23 .31 .53 (.20) (.91) ----------- ---------- ---------- ---------- ----------- Total from investment operations .56 .74 1.10 .44 (.30) ----------- ---------- ---------- ---------- ----------- Less dividends from investment income--net (.35) (.43) (.57) (.64) (.61) ----------- ---------- ---------- ---------- ----------- Net asset value, end of year $ 11.73 $ 11.52 $ 11.21 $ 10.68 $ 10.88 =========== ========== ========== ========== =========== Total Investment Return* Based on net asset value per share 4.91% 6.83% 10.53% 4.23% (2.58%) =========== ========== ========== ========== =========== Ratios to Average Net Assets Expenses 1.42% 1.42% 1.44% 1.39% 1.38% =========== ========== ========== ========== =========== Investment income--net 2.86% 3.85% 5.16% 5.96% 5.41% =========== ========== ========== ========== =========== Supplemental Data Net assets, end of year (in thousands) $ 131,739 $ 110,065 $ 76,963 $ 55,889 $ 79,581 =========== ========== ========== ========== =========== Portfolio turnover 287.00% 281.67% 262.47% 94.67% 79.06% =========== ========== ========== ========== =========== *Total investment returns exclude the effects of sales charges. ++Based on average shares outstanding. See Notes to Financial Statements. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Financial Highlights (continued) Core Bond Portfolio The following per share data and ratios have been derived Class I++++ from information provided in the financial statements. For the Year Ended September 30, Increase (Decrease) in Net Asset Value: 2003 2002 2001 2000 1999 Per Share Operating Performance Net asset value, beginning of year $ 11.52 $ 11.21 $ 10.68 $ 10.88 $ 11.78 ----------- ---------- ---------- ---------- ----------- Investment income--net .43++ .53 .66 .72 .70 Realized and unrealized gain (loss) on investments and foreign currency transactions--net .22 .31 .53 (.20) (.90) ----------- ---------- ---------- ---------- ----------- Total from investment operations .65 .84 1.19 .52 (.20) ----------- ---------- ---------- ---------- ----------- Less dividends from investment income--net (.44) (.53) (.66) (.72) (.70) ----------- ---------- ---------- ---------- ----------- Net asset value, end of year $ 11.73 $ 11.52 $ 11.21 $ 10.68 $ 10.88 =========== ========== ========== ========== =========== Total Investment Return* Based on net asset value per share 5.77% 7.71% 11.44% 5.09% (1.70%) =========== ========== ========== ========== =========== Ratios to Average Net Assets Expenses .60% .59% .61% .57% .57% =========== ========== ========== ========== =========== Investment income--net 3.67% 4.68% 6.03% 6.79% 6.22% =========== ========== ========== ========== =========== Supplemental Data Net assets, end of year (in thousands) $ 823,981 $ 645,820 $ 519,815 $ 489,778 $ 535,188 =========== ========== ========== ========== =========== Portfolio turnover 287.00% 281.67% 262.47% 94.67% 79.06% =========== ========== ========== ========== =========== *Total investment returns exclude the effects of sales charges. ++Based on average shares outstanding. ++++Effective April 14, 2003, Class A Shares were redesignated Class I Shares. See Notes to Financial Statements. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Financial Highlights (continued) Core Bond Portfolio Class R For the Period The following per share data and ratios have been derived January 3, 2003++ from information provided in the financial statements. to September 30, Increase (Decrease) in Net Asset Value: 2003 Per Share Operating Performance Net asset value, beginning of period $ 11.49 ----------- Investment income--net++++ .21 Realized and unrealized gain on investments and foreign currency transactions--net .35 ----------- Total from investment operations .56 ----------- Less dividends from investment income--net (.31) ----------- Net asset value, end of period $ 11.74 =========== Total Investment Return** Based on net asset value per share 4.97%+++ =========== Ratios to Average Net Assets Expenses 1.11%* =========== Investment income--net 2.37%* =========== Supplemental Data Net assets, end of period (in thousands) $ 46 =========== Portfolio turnover 287.00% =========== *Annualized. **Total investment returns exclude the effects of sales charges. ++Commencement of operations. ++++Based on average shares outstanding. +++Aggregate total investment return. See Notes to Financial Statements. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Financial Highlights (continued) Intermediate Term Portfolio The following per share data and ratios have been derived Class A++++ from information provided in the financial statements. For the Year Ended September 30, Increase (Decrease) in Net Asset Value: 2003 2002 2001 2000 1999 Per Share Operating Performance Net asset value, beginning of year $ 11.77 $ 11.47 $ 10.93 $ 11.11 $ 11.83 ----------- ---------- ---------- ---------- ----------- Investment income--net .41++ .51 .66 .70 .69 Realized and unrealized gain (loss) on investments--net .25 .30 .54 (.18) (.72) ----------- ---------- ---------- ---------- ----------- Total from investment operations .66 .81 1.20 .52 (.03) ----------- ---------- ---------- ---------- ----------- Less dividends from investment income--net (.42) (.51) (.66) (.70) (.69) ----------- ---------- ---------- ---------- ----------- Net asset value, end of year $ 12.01 $ 11.77 $ 11.47 $ 10.93 $ 11.11 =========== ========== ========== ========== =========== Total Investment Return* Based on net asset value per share 5.69% 7.32% 11.24% 4.92% (.28%) =========== ========== ========== ========== =========== Ratios to Average Net Assets Expenses .77% .76% .94% .88% .83% =========== ========== ========== ========== =========== Investment income--net 3.42% 4.47% 5.88% 6.41% 6.01% =========== ========== ========== ========== =========== Supplemental Data Net assets, end of year (in thousands) $ 157,128 $ 139,659 $ 130,116 $ 128,490 $ 136,467 =========== ========== ========== ========== =========== Portfolio turnover 299.97% 314.59% 259.80% 143.77% 113.52% =========== ========== ========== ========== =========== *Total investment returns exclude the effects of sales charges. ++Based on average shares outstanding. ++++Effective April 14, 2003, Class D Shares were redesignated Class A Shares. See Notes to Financial Statements. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Financial Highlights (continued) Intermediate Term Portfolio The following per share data and ratios have been derived Class B from information provided in the financial statements. For the Year Ended September 30, Increase (Decrease) in Net Asset Value: 2003 2002 2001 2000 1999 Per Share Operating Performance Net asset value, beginning of year $ 11.78 $ 11.47 $ 10.93 $ 11.11 $ 11.83 ----------- ---------- ---------- ---------- ----------- Investment income--net .36++ .46 .61 .66 .64 Realized and unrealized gain (loss) on investments--net .24 .31 .54 (.18) (.72) ----------- ---------- ---------- ---------- ----------- Total from investment operations .60 .77 1.15 .48 (.08) ----------- ---------- ---------- ---------- ----------- Less dividends from investment income--net (.37) (.46) (.61) (.66) (.64) ----------- ---------- ---------- ---------- ----------- Net asset value, end of year $ 12.01 $ 11.78 $ 11.47 $ 10.93 $ 11.11 =========== ========== ========== ========== =========== Total Investment Return* Based on net asset value per share 5.17% 6.97% 10.79% 4.49% (.69%) =========== ========== ========== ========== =========== Ratios to Average Net Assets Expenses 1.18% 1.17% 1.35% 1.30% 1.24% =========== ========== ========== ========== =========== Investment income--net 3.02% 4.06% 5.46% 5.98% 5.58% =========== ========== ========== ========== =========== Supplemental Data Net assets, end of year (in thousands) $ 142,522 $ 141,993 $ 129,162 $ 120,250 $ 162,211 =========== ========== ========== ========== =========== Portfolio turnover 299.97% 314.59% 259.80% 143.77% 113.52% =========== ========== ========== ========== =========== *Total investment returns exclude the effects of sales charges. ++Based on average shares outstanding. See Notes to Financial Statements. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Financial Highlights (continued) Intermediate Term Portfolio The following per share data and ratios have been derived Class C from information provided in the financial statements. For the Year Ended September 30, Increase (Decrease) in Net Asset Value: 2003 2002 2001 2000 1999 Per Share Operating Performance Net asset value, beginning of year $ 11.78 $ 11.47 $ 10.93 $ 11.11 $ 11.83 ----------- ---------- ---------- ---------- ----------- Investment income--net .35++ .46 .61 .65 .64 Realized and unrealized gain (loss) on investments--net .25 .31 .54 (.18) (.72) ----------- ---------- ---------- ---------- ----------- Total from investment operations .60 .77 1.15 .47 (.08) ----------- ---------- ---------- ---------- ----------- Less dividends from investment income--net (.37) (.46) (.61) (.65) (.64) ----------- ---------- ---------- ---------- ----------- Net asset value, end of year $ 12.01 $ 11.78 $ 11.47 $ 10.93 $ 11.11 =========== ========== ========== ========== =========== Total Investment Return* Based on net asset value per share 5.16% 6.97% 10.78% 4.48% (.70%) =========== ========== ========== ========== =========== Ratios to Average Net Assets Expenses 1.19% 1.16% 1.36% 1.30% 1.24% =========== ========== ========== ========== =========== Investment income--net 2.95% 4.02% 5.41% 5.97% 5.57% =========== ========== ========== ========== =========== Supplemental Data Net assets, end of year (in thousands) $ 27,605 $ 12,535 $ 4,600 $ 2,859 $ 3,904 =========== ========== ========== ========== =========== Portfolio turnover 299.97% 314.59% 259.80% 143.77% 113.52% =========== ========== ========== ========== =========== *Total investment returns exclude the effects of sales charges. ++Based on average shares outstanding. See Notes to Financial Statements. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Financial Highlights (continued) Intermediate Term Portfolio The following per share data and ratios have been derived Class I++++ from information provided in the financial statements. For the Year Ended September 30, Increase (Decrease) in Net Asset Value: 2003 2002 2001 2000 1999 Per Share Operating Performance Net asset value, beginning of year $ 11.77 $ 11.47 $ 10.93 $ 11.11 $ 11.83 ----------- ---------- ---------- ---------- ----------- Investment income--net .42++ .52 .67 .71 .70 Realized and unrealized gain (loss) on investments--net .25 .30 .54 (.18) (.72) ----------- ---------- ---------- ---------- ----------- Total from investment operations .67 .82 1.21 .53 (.02) ----------- ---------- ---------- ---------- ----------- Less dividends from investment income--net (.43) (.52) (.67) (.71) (.70) ----------- ---------- ---------- ---------- ----------- Net asset value, end of year $ 12.01 $ 11.77 $ 11.47 $ 10.93 $ 11.11 =========== ========== ========== ========== =========== Total Investment Return* Based on net asset value per share 5.78% 7.43% 11.35% 5.02% (.18%) =========== ========== ========== ========== =========== Ratios to Average Net Assets Expenses .67% .66% .84% .78% .73% =========== ========== ========== ========== =========== Investment income--net 3.52% 4.57% 5.94% 6.51% 6.09% =========== ========== ========== ========== =========== Supplemental Data Net assets, end of year (in thousands) $ 218,281 $ 195,515 $ 176,589 $ 144,352 $ 161,113 =========== ========== ========== ========== =========== Portfolio turnover 299.97% 314.59% 259.80% 143.77% 113.52% =========== ========== ========== ========== =========== *Total investment returns exclude the effects of sales charges. ++Based on average shares outstanding. ++++Effective April 14, 2003, Class A Shares were redesignated Class I Shares. See Notes to Financial Statements. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Financial Highlights (concluded) Intermediate Term Portfolio Class R For the Period The following per share data and ratios have been derived January 3, 2003++ from information provided in the financial statements. to September 30, Increase (Decrease) in Net Asset Value: 2003 Per Share Operating Performance Net asset value, beginning of period $ 11.75 ------------ Investment income--net++++ .20 Realized and unrealized gain on investments--net .37 ------------ Total from investment operations .57 ------------ Less dividends from investment income--net (.31) ------------ Net asset value, end of period $ 12.01 ============ Total Investment Return** Based on net asset value per share 4.90%+++ ============ Ratios to Average Net Assets Expenses 1.23%* ============ Investment income--net 2.46%* ============ Supplemental Data Net assets, end of period (in thousands) $ 121 ============ Portfolio turnover 299.97% ============ *Annualized. **Total investment returns exclude the effects of sales charges. ++Commencement of operations. ++++Based on average shares outstanding. +++Aggregate total investment return. See Notes to Financial Statements. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Notes to Financial Statements 1. Significant Accounting Policies: The Core Bond Portfolio and the Intermediate Term Portfolio ("Portfolio" or "Portfolios") are two of the three portfolios in Merrill Lynch Bond Fund, Inc. (the "Fund"), which is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. The Portfolios' 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. Each Portfolio offers multiple classes of shares. Effective April 14, 2003, Class A Shares were redesignated Class I Shares and Class D Shares were redesignated Class A Shares. Shares of Class A and Class I are sold with a front-end sales charge. Shares of Class B and Class C may be subject to a contingent deferred sales charge. Class R Shares are sold only to certain retirement plans. All classes of shares have identical voting, dividend, liquidation and other rights and the same terms and conditions, except that Class A, Class B, Class C and Class R Shares bear certain expenses related to the account maintenance of such shares, and Class B, Class C and Class R Shares also bear certain expenses related to the distribution of such shares. Each class has exclusive voting rights with respect to matters relating to its account maintenance and distribution expenditures. Income, expenses (other than expenses attributable to a specific class) and realized and unrealized gains and losses on investments and foreign currency transactions are allocated daily to each class based on its relative net assets. The following is a summary of significant accounting policies followed by the Portfolios. (a) Valuation of investments--Securities that are held by each Portfolio that are traded on stock exchanges or the Nasdaq National Market are valued at the last sale price or official close 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. In cases where securities are traded on more than one exchange, the securities are valued on the exchange designated as the primary market by or under the authority of the Board of the Fund. Long positions in securities traded in the over-the-counter ("OTC") market, Nasdaq Small Cap or Bulletin Board are valued at the last available bid price or yield equivalent obtained from one or more dealers or pricing services approved by the Board of the Fund. Short positions in securities traded in the OTC market are valued at the last available ask price. Portfolio securities that are traded both in the OTC market and on a stock exchange are valued according to the broadest and most representative market. When each Portfolio writes an option, the amount of the premium received is recorded on the books of the Portfolios as an asset and an equivalent liability. The amount of the liability is subsequently valued to reflect the current market value of the option written, based on the last sale price in the case of exchange-traded options or, in the case of options traded in the OTC market, the last ask price. Options purchased by the Portfolios are valued at their last sale price in the case of exchange-traded options or, in the case of options traded in the OTC market, the last bid price. The value of swaps, including interest rate swaps, caps and floors, will be determined by obtaining dealer quotations. Other investments, including futures contracts and related options, are stated at market value. Obligations with remaining maturities of 60 days or less are valued at amortized cost unless the Investment Adviser believes that this method no longer produces fair valuations. Repurchase agreements will be valued at cost plus accrued interest. Each Portfolio employs certain pricing services to provide securities prices for each Portfolio. 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 Directors of the Fund, including valuations furnished by the pricing services retained by the Fund, which may use a matrix system for valuations. The procedures of a pricing service and its valuations are reviewed by the officers of the Fund under the general supervision of the Directors. Such valuations and procedures will be reviewed periodically by the Directors. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Notes to Financial Statements (continued) Generally, trading in foreign securities, as well as U.S. government securities and money market instruments, is substantially completed each day at various times prior to the close of business on the New York Stock Exchange ("NYSE"). The values of such securities used in computing the net asset value of the Portfolios' shares are determined as of such times. Foreign currency exchange rates also are generally determined prior to the close of business on the NYSE. Occasionally, events affecting the values of such securities and such exchange rates may occur between the times at which they are determined and the close of business on the NYSE that may not be reflected in the computation of each Portfolio's net asset value. If events (for example, a company announcement, market volatility or a natural disaster) occur during such periods that are expected to materially affect the value of such securities, those securities may be valued at their fair value as determined in good faith by the Board of Directors or by the Investment Adviser using a pricing service and/or procedures approved by the Board of Directors. (b) Repurchase agreements--The Portfolios may invest in U.S. government securities pursuant to repurchase agreements. Under such agreements, the counterparty agrees to repurchase the security at a mutually agreed upon time and price. The Portfolios take possession of the underlying securities, mark to market such securities and, if necessary, receive additions to such securities daily to ensure that the contract is fully collateralized. If the counterparty defaults and the fair value of the collateral declines, liquidation of the collateral by the Portfolios may be delayed or limited. (c) Derivative financial instruments--Each Portfolio may engage in various portfolio investment strategies both to increase the return of the Portfolio and to hedge, or protect, its exposure to interest rate movements 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. * Financial futures contracts--The Portfolios may purchase or sell financial futures contracts and options on such futures contracts. Futures contracts are contracts for delayed delivery of securities at a specific future date and at a specific price or yield. Upon entering into a contract, each Portfolio deposits and maintains as collateral such initial margin as required by the exchange on which the transaction is effected. Pursuant to the contract, each Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin and are recorded by each Portfolio as unrealized gains or losses. When the contract is closed, each Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. * Options--The Portfolios may purchase and write call and put options. When each Portfolio writes an option, an amount equal to the premium received by each Portfolio is reflected as an asset and an equivalent liability. The amount of the liability is subsequently marked to market to reflect the current market value of the option written. When a security is purchased or sold through an exercise of an option, the related premium paid (or received) is added to (or deducted from) the basis of the security acquired or deducted from (or added to) the proceeds of the security sold. When an option expires (or each Portfolio enters into a closing transaction), each Portfolio realizes a gain or loss on the option to the extent of the premiums received or paid (or loss or gain to the extent the cost of the closing transaction exceeds the premium paid or received). Written and purchased options are non-income producing investments. * Swaps--The Portfolios may enter into swap agreements, which are over-the-counter contracts in which the Portfolios and a counterparty agree to make periodic net payments on a specified notional amount. The net payments can be made for a set period of time or may be triggered by a pre-determined credit event. The net periodic payments may be based on a fixed or variable interest rate; the change in market value of a specified security, basket of securities, or index; or the return generated by a security. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Notes to Financial Statements (continued) (d) Income taxes--It is the Portfolios' 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. (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. Interest income is recognized on the accrual basis. The Portfolios amortize all premiums and discounts on debt securities. (f) Prepaid registration fees--Prepaid registration fees are charged to expense as the related shares are issued. (g) Dividends and distributions--Dividends from net investment income are declared daily and paid monthly. Distributions of capital gains are recorded on the ex-dividend dates. (h) Securities lending--The Portfolios 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 Portfolios and any additional required collateral is delivered to the Portfolios on the next business day. Where the Portfolios receive securities as collateral for the loaned securities, it collects a fee from the borrower. The Portfolios typically receive the income on the loaned securities but do not receive the income on the collateral. Where the Portfolios receive 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 Portfolios 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 Portfolios could experience delays and costs in gaining access to the collateral. The Portfolios 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. (i) Expenses--Certain expenses have been allocated to the individual Portfolios in the Fund on a pro rata basis based upon the respective aggregate net asset value of each Portfolio included in the Fund. (j) Reclassification--Accounting principles generally accepted in the United States of America require that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. Accordingly, the current year's permanent book/tax differences on the Core Bond Portfolio of $6,237,112 have been reclassified between paid-in capital in excess of par and accumulated net realized capital losses, $42,735 has been reclassified between paid-in capital in excess of par and undistributed net investment income and $5,262,765 has been reclassified between accumulated net realized capital losses and undistributed net investment income. In addition, the current year's permanent book/tax differences on the Intermediate Term Portfolio of $12,327 have been reclassified between paid-in capital in excess of par and undistributed net investment income and $1,791,477 has been reclassified between accumulated net realized capital losses and undistributed net investment income. These reclassifications have no effect on net assets or net asset values per share. 2. Investment Advisory Agreement and Transactions with Affiliates: The Fund has entered into an Investment Advisory Agreement with Fund Asset Management, L.P. ("FAM").The general partner of FAM is Princeton Services, Inc. ("PSI"), an indirect, wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is the limited partner. The Fund has also entered into a Distribution Agreement and Distribution Plans with FAM Distributors, Inc. ("FAMD" or the "Distributor"), which is a wholly-owned subsidiary of Merrill Lynch Group, Inc. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Notes to Financial Statements (continued) FAM is responsible for the management of the Fund's Portfolios and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of the Fund. For such services, FAM receives at the end of each month a fee with respect to each Portfolio at the annual rates set forth below which are based upon the aggregate average daily value of the Fund's net assets at the following annual rates: .50% of the Fund's average daily net assets not exceeding $250 million; .45% of the average daily net assets in excess of $250 million but not exceeding $500 million; .40% of average daily net assets in excess of $500 million but not exceeding $750 million; and .35% of average daily net assets in excess of $750 million. For the year ended September 30, 2003, the aggregate average daily net assets of the Fund, including the Fund's High Income Portfolio, was approximately $4,068,479,000. FAM has entered into a Sub- Advisory Agreement with Merrill Lynch Asset Management U.K. Limited ("MLAM U.K."), an affiliate of FAM, pursuant to which MLAM U.K. provides investment advisory services to FAM with respect to the Fund. There is no increase in the aggregate fees paid by the Fund for these services. Pursuant to the Distribution Plans adopted by the Fund in accordance with Rule 12b-1 under the Investment Company Act of 1940, the Fund pays the Distributor ongoing account maintenance and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the shares of each Portfolio as follows: Account Maintenance Fees Portfolio Class A Class B Class C Class R Core Bond .25% .25% .25% .25% Intermediate Term .10% .25% .25% .25% Distribution Fees Portfolio Class B Class C Class R Core Bond .50% .55% .25% Intermediate Term .25% .25% .25% Pursuant to a sub-agreement with the Distributor, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), a subsidiary of ML & Co., also provides account maintenance and distribution services to the Fund. The ongoing account maintenance fee compensates the Distributor and MLPF&S for providing account maintenance services to Class A, Class B, Class C and Class R shareholders. The ongoing distribution fee compensates the Distributor and MLPF&S for providing shareholder and distribution-related services to Class B, Class C and Class R shareholders. For the year ended September 30, 2003, FAMD earned underwriting discounts and direct commissions and MLPF&S earned dealer concessions on sales of each Portfolio's Class A and Class I Shares as follows: FAMD MLPF&S Portfolio Class A Class I Class A Class I Core Bond $8,414 $4,046 $74,599 $22,148 Intermediate Term $ 948 $ 78 $16,052 $ 914 For the year ended September 30, 2003, MLPF&S received contingent deferred sales charges of $824,188 relating to transactions in Class B Shares, amounting to $760,598 and $63,590 in the Core Bond Portfolio and Intermediate Term Portfolio, respectively, and $65,164 relating to transactions in Class C Shares, amounting to $49,066 and $16,098 in the Core Bond Portfolio and Intermediate Term Portfolio, respectively. Furthermore, MLPF&S received contingent deferred sales charges of $247 and $22,500 relating to transactions subject to front-end sales charge waivers in Class A and Class I Shares, respectively, in the Core Bond Portfolio. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Notes to Financial Statements (continued) The Fund has received an exemptive order from the Securities and Exchange Commission permitting it to lend portfolio securities to MLPF&S or its affiliates. As of September 30, 2003, the Fund lent securities with a value of $1,073,120 to MLPF&S or its affiliates in the Intermediate Term Portfolio. Pursuant to that order, the Fund also has retained Merrill Lynch Investment Managers, LLC ("MLIM, LLC"), an affiliate of FAM, 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 FAM or its affiliates. For the year ended September 30, 2003, MLIM, LLC received $36,611 in securities lending agent fees. Financial Data Services, Inc. ("FDS"), a wholly-owned subsidiary of ML & Co., is the Fund's transfer agent. For the year ended September 30, 2003, the Portfolios reimbursed FAM $51,515 for certain accounting services. Certain officers and/or directors of the Fund are officers and/or directors of FAM, PSI, MLAM U.K., FAMD, FDS, and/or ML & Co. 3. Investments: Purchases and sales of investments, excluding short-term securities, for the year ended September 30, 2003 were as follows: Intermediate Core Bond Term Portfolio Portfolio Purchases $ 5,346,426,742 $1,662,668,519 =============== ============== Sales $ 5,236,797,802 $1,638,866,554 =============== ============== Net realized gains (losses) for the year ended September 30, 2003 and net unrealized gains (losses) as of September 30, 2003 were as follows: Realized Unrealized Core Bond Portfolio Gains (Losses) Gains (Losses) Long-term investments $ 37,180,544 $ 46,036,236 Short-term investments 33 -- Options purchased 327,890 124,858 Options written 317,594 20,495 Swaps 5,929,052 66,931 Financial futures contracts 5,751,022 (3,779,357) Forward foreign exchange contracts (666,946) (280,805) Foreign currency transactions 75,253 9,729 --------------- -------------- Total $ 48,914,442 $ 42,198,087 =============== ============== Intermediate Realized Unrealized Term Portfolio Gains (Losses) Gains (Losses) Long-term investments $ 11,578,335 $ 12,915,460 Options purchased 113,747 36,768 Options written 79,139 5,736 Swaps 1,797,791 21,805 Financial futures contracts 1,599,071 (1,331,671) --------------- -------------- Total $ 15,168,083 $ 11,648,098 =============== ============== As of September 30, 2003, net unrealized appreciation for Federal income tax purposes was as follows: Intermediate Core Bond Term Portfolio Portfolio Gross unrealized appreciation $ 47,943,184 $ 13,480,824 Gross unrealized depreciation (2,503,863) (663,262) --------------- -------------- Net unrealized appreciation $ 45,439,321 $ 12,817,562 =============== ============== The aggregate cost of investments, including options, at September 30, 2003 for Federal income tax purposes was $2,202,962,858 for the Core Bond Portfolio and $640,241,546 for the Intermediate Term Portfolio. Transactions in options written for the year ended September 30, 2003 were as follows: Number of Premiums Core Bond Portfolio Contracts Received Outstanding call options written, beginning of year -- -- Options written 1,283,826 $ 5,934,370 Options closed (1,093,500) (5,756,387) Options expired (190,000) (138,700) --------------- -------------- Outstanding call options written, end of year 326 $ 39,283 =============== ============== Number of Premiums Core Bond Portfolio Contracts Received Outstanding put options written, beginning of year -- -- Options written 1,675,826 $ 6,831,637 Options closed (1,093,500) (5,756,387) Options expired (582,000) (839,350) --------------- -------------- Outstanding put options written, end of year 326 $ 235,900 =============== ============== CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Notes to Financial Statements (continued) Intermediate Number of Premiums Term Portfolio Contracts Received Outstanding call options written, beginning of year -- -- Options written 393,096 $ 1,808,343 Options closed (333,000) (1,752,975) Options expired (60,000) (43,800) --------------- -------------- Outstanding call options written, end of year 96 $ 11,568 =============== ============== Intermediate Number of Premiums Term Portfolio Contracts Received Outstanding put options written, beginning of year -- -- Options written 568,096 $ 2,073,730 Options closed (333,000) (1,752,975) Options expired (235,000) (251,587) --------------- -------------- Outstanding put options written, end of year 96 $ 69,168 =============== ============== 4. Capital Share Transactions: Net increase in net assets derived from capital share transactions for the year ended September 30, 2003 was $327,343,356 for the Core Bond Portfolio and $45,541,811 for the Intermediate Term Portfolio. Net increase in net assets derived from capital share transactions for the year ended September 30, 2002 was $180,304,214 for the Core Bond Portfolio and $36,757,309 for the Intermediate Term Portfolio. Transactions in capital shares for each class were as follows: Core Bond Portfolio Class A Shares for the Year Dollar Ended September 30, 2003++ Shares Amount Shares sold 14,507,304 $ 168,610,001 Shares issued resulting from reorganization 7,697,116 89,000,031 Automatic conversion of shares 2,555,683 29,681,598 Shares issued to share- holders in reinvestment of dividends 850,526 9,864,773 --------------- -------------- Total issued 25,610,629 297,156,403 Shares redeemed (9,238,307) (107,380,907) --------------- -------------- Net increase 16,372,322 $ 189,775,496 =============== ============== ++Effective April 14, 2003, Class D Shares were redesignated Class A Shares. Core Bond Portfolio Class A Shares forthe Year Dollar Ended September 30, 2002++ Shares Amount Shares sold 10,754,653 $ 120,080,117 Automatic conversion of shares 2,051,406 22,932,960 Shares issued to share- holders in reinvestment of dividends 679,532 7,588,372 --------------- -------------- Total issued 13,485,591 150,601,449 Shares redeemed (6,550,329) (73,170,946) --------------- -------------- Net increase 6,935,262 $ 77,430,503 =============== ============== ++Effective April 14, 2003, Class D Shares were redesignated Class A Shares. Core Bond Portfolio Class B Shares for the Year Dollar Ended September 30, 2003 Shares Amount Shares sold 11,688,268 $ 135,461,953 Shares issued resulting from reorganization 2,440,631 28,177,720 Shares issued to share- holders in reinvestment of dividends 858,481 9,939,621 --------------- -------------- Total issued 14,987,380 173,579,294 Automatic conversion of shares (2,557,318) (29,681,598) Shares redeemed (16,406,130) (190,072,192) --------------- -------------- Net decrease (3,976,068) $ (46,174,496) =============== ============== Core Bond Portfolio Class B Shares for the Year Dollar Ended September 30, 2002 Shares Amount Shares sold 13,231,420 $ 148,085,296 Shares issued to share- holders in reinvestment of dividends 1,085,140 12,096,134 --------------- -------------- Total issued 14,316,560 160,181,430 Automatic conversion of shares (2,052,254) (22,932,960) Shares redeemed (15,519,910) (173,196,566) --------------- -------------- Net decrease (3,255,604) $ (35,948,096) =============== ============== CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Notes to Financial Statements (continued) Core Bond Portfolio Class C Shares for the Year Dollar Ended September 30, 2003 Shares Amount Shares sold 3,167,086 $ 36,690,213 Shares issued resulting from reorganization 1,549,639 17,960,632 Shares issued to share- holders in reinvestment of dividends 225,686 2,615,907 --------------- -------------- Total issued 4,942,411 57,266,752 Shares redeemed (3,265,037) (37,826,084) --------------- -------------- Net increase 1,677,374 $ 19,440,668 =============== ============== Core Bond Portfolio Class C Shares for the Year Dollar Ended September 30, 2002 Shares Amount Shares sold 4,655,739 $ 51,997,577 Shares issued to share- holders in reinvestment of dividends 211,715 2,362,338 --------------- -------------- Total issued 4,867,454 54,359,915 Shares redeemed (2,177,960) (24,354,570) --------------- -------------- Net increase 2,689,494 $ 30,005,345 =============== ============== Core Bond Portfolio Class I Shares for the Year Dollar Ended September 30, 2003++ Shares Amount Shares sold 23,853,933 $ 276,543,660 Shares issued resulting from reorganization 10,374,042 120,212,366 Shares issued to share- holders in reinvestment of dividends 970,649 11,253,308 --------------- -------------- Total issued 35,198,624 408,009,334 Shares redeemed (21,003,909) (243,752,879) --------------- -------------- Net increase 14,194,715 $ 164,256,455 =============== ============== ++Effective April 14, 2003, Class A Shares were redesignated Class I Shares. Core Bond Portfolio Class I Shares for the Year Dollar Ended September 30, 2002++ Shares Amount Shares sold 22,329,750 $ 250,091,666 Shares issued to share- holders in reinvestment of dividends 621,812 6,939,302 --------------- -------------- Total issued 22,951,562 257,030,968 Shares redeemed (13,254,009) (148,214,506) --------------- -------------- Net increase 9,697,553 $ 108,816,462 =============== ============== ++Effective April 14, 2003, Class A Shares were redesignated Class I Shares. Core Bond Portfolio Class R Shares for the Period January 3, 2003++ to Dollar September 30, 2003 Shares Amount Shares sold 3,938 $ 45,716 Shares issued to share- holders in reinvestment of dividends 16 180 --------------- -------------- Total issued 3,954 45,896 Shares redeemed (58) (663) --------------- -------------- Net increase 3,896 $ 45,233 =============== ============== ++Commencement of operations. Intermediate Term Portfolio Class A Shares for the Year Dollar Ended September 30, 2003++ Shares Amount Shares sold 6,896,182 $ 81,711,781 Automatic conversion of shares 838,209 10,000,519 Shares issued to share- holders in reinvestment of dividends 122,274 1,448,691 --------------- -------------- Total issued 7,856,665 93,160,991 Shares redeemed (6,633,671) (78,603,345) --------------- -------------- Net increase 1,222,994 $ 14,557,646 =============== ============== ++Effective April 14, 2003, Class D Shares were redesignated Class A Shares. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Notes to Financial Statements (continued) Intermediate Term Portfolio Class A Shares for the Year Dollar Ended September 30, 2002++ Shares Amount Shares sold 5,113,073 $ 58,478,637 Automatic conversion of shares 491,794 5,626,588 Shares issued to share- holders in reinvestment of dividends 130,728 1,491,286 --------------- -------------- Total issued 5,735,595 65,596,511 Shares redeemed (5,220,812) (59,721,876) --------------- -------------- Net increase 514,783 $ 5,874,635 =============== ============== ++Effective April 14, 2003, Class D Shares were redesignated Class A Shares. Intermediate Term Portfolio Class B Shares for the Year Dollar Ended September 30, 2003 Shares Amount Shares sold 5,617,902 $ 66,571,670 Shares issued to share- holders in reinvestment of dividends 301,421 3,573,147 --------------- -------------- Total issued 5,919,323 70,144,817 Automatic conversion of shares (838,117) (10,000,519) Shares redeemed (5,272,744) (62,541,037) --------------- -------------- Net decrease (191,538) $ (2,396,739) =============== ============== Intermediate Term Portfolio Class B Shares for the Year Dollar Ended September 30, 2002 Shares Amount Shares sold 4,821,326 $ 55,263,074 Shares issued to share- holders in reinvestment of dividends 326,275 3,721,914 --------------- -------------- Total issued 5,147,601 58,984,988 Automatic conversion of shares (491,794) (5,626,588) Shares redeemed (3,859,531) (44,001,785) --------------- -------------- Net increase 796,276 $ 9,356,615 =============== ============== Intermediate Term Portfolio Class C Shares for the Year Dollar Ended September 30, 2003 Shares Amount Shares sold 1,903,339 $ 22,546,145 Shares issued to share- holders in reinvestment of dividends 38,767 460,550 --------------- -------------- Total issued 1,942,106 23,006,695 Shares redeemed (708,282) (8,412,561) --------------- -------------- Net increase 1,233,824 $ 14,594,134 =============== ============== Intermediate Term Portfolio Class C Shares for the Year Dollar Ended September 30, 2002 Shares Amount Shares sold 878,088 $ 10,147,486 Shares issued to share- holders in reinvestment of dividends 12,245 140,123 --------------- -------------- Total issued 890,333 10,287,609 Shares redeemed (226,962) (2,584,460) --------------- -------------- Net increase 663,371 $ 7,703,149 =============== ============== Intermediate Term Portfolio Class I Shares for the Year Dollar Ended September 30, 2003++ Shares Amount Shares sold 7,120,178 $ 84,424,244 Shares issued to share- holders in reinvestment of dividends 116,959 1,385,531 --------------- -------------- Total issued 7,237,137 85,809,775 Shares redeemed (5,665,608) (67,144,341) --------------- -------------- Net increase 1,571,529 $ 18,665,434 =============== ============== ++Effective April 14, 2003, Class A Shares were redesignated Class I Shares. Intermediate Term Portfolio Class I Shares for the Year Dollar Ended September 30, 2002++ Shares Amount Shares sold 6,989,331 $ 79,900,318 Shares issued to share- holders in reinvestment of dividends 176,296 2,008,174 --------------- -------------- Total issued 7,165,627 81,908,492 Shares redeemed (5,959,413) (68,085,582) --------------- -------------- Net increase 1,206,214 $ 13,822,910 =============== ============== ++Effective April 14, 2003, Class A Shares were redesignated Class I Shares. Intermediate Term Portfolio Class R Shares for the Period January 3, 2003++ to Dollar September 30, 2003 Shares Amount Shares sold 10,428 $ 125,506 Shares issued to share- holders in reinvestment of dividends 60 708 --------------- -------------- Total issued 10,488 126,214 Shares redeemed (415) (4,878) --------------- -------------- Net increase 10,073 $ 121,336 =============== ============== ++Commencement of operations. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Notes to Financial Statements (continued) 5. Short-Term Borrowings: The Portfolios, along with certain other funds managed by FAM and its affiliates, are a party to a $500,000,000 credit agreement with Bank One, N.A. and certain other lenders. The Portfolios may borrow under the credit agreement to fund shareholder redemptions and for other lawful purposes other than for leverage. The Portfolios may borrow up to the maximum amount allowable under the Portfolios' current prospectus and statement of additional information, subject to various other legal, regulatory or contractual limits. The Portfolios pay a commitment fee of .09% per annum based on the Portfolios' 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 total commitment was reduced from $1,000,000,000 to $500,000,000. The Portfolios did not borrow under the credit agreement during the year ended September 30, 2003. 6. Distributions to Shareholders: The tax character of distributions paid during the fiscal years ended September 30, 2003 and September 30, 2002 was as follows: Core Bond Portfolio 9/30/2003 9/30/2002 Distributions paid from: Ordinary income $ 60,047,151 $ 60,546,793 --------------- -------------- Total taxable distributions $ 60,047,151 $ 60,546,793 =============== ============== Intermediate Term Portfolio 9/30/2003 9/30/2002 Distributions paid from: Ordinary income $ 18,327,571 $ 19,799,886 --------------- -------------- Total taxable distributions $ 18,327,571 $ 19,799,886 =============== ============== As of September 30, 2003, the components of accumulated earnings (losses) on a tax basis were as follows: Intermediate Core Bond Term Portfolio Portfolio Undistributed ordinary income--net $ 4,136,080 $ 1,278,684 Undistributed long-term capital gains--net -- -- --------------- -------------- Total undistributed earnings--net 4,136,080 1,278,684 Capital loss carryforward (48,247,295)* (4,855,241)* Unrealized gains--net 43,288,548** 12,517,697** --------------- -------------- Total accumulated earnings (losses)--net $ (822,667) $ 8,941,140 =============== ============== *On September 30, 2003, the Fund had a net capital loss carryforward of $48,247,295 in the Core Bond Portfolio, of which $3,263,336 expires in 2004, $3,475,027 expires in 2006, $3,413,779 expires in 2007, $5,536,984 expires in 2008 and $32,558,169 expires in 2009; and $4,855,241 in the Intermediate Term Portfolio, all of which expires in 2009. **The difference between book-basis and tax-basis net unrealized gains is attributable primarily to the tax deferral of losses on wash sales, the tax deferral of losses on straddles, the realization for tax purposes of unrealized gains (losses) on certain futures contracts and the difference between book and tax amortization methods for premiums and discounts on fixed income securities. 7. Acquisition of Managed Investment Companies of FAM Affiliates: On February 24, 2003, the Core Bond Portfolio acquired all of the net assets of Merrill Lynch Total Return Bond Fund and Mercury Total Return Bond Fund pursuant to a plan of reorganization. The acquisition was accomplished by a tax-free exchange of the following capital shares: Shares of Common Stock Exchanged Merrill Lynch Total Return Bond Fund 4,358,868 Mercury Total Return Bond Fund 7,992,372 CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Notes to Financial Statements (concluded) In exchange for these shares, the Core Bond Portfolio issued 13,265,670 shares of Common Stock. As of that date, net assets of the acquired funds, including unrealized appreciation and accumulated net realized capital losses, were as follows: Accumulated Net Realized Net Unrealized Capital Gains Assets Appreciation (Losses) Merrill Lynch Total Return Bond Fund $ 47,209,450 $ 965,536 $ 125,739 Mercury Total Return Bond Fund $106,603,371 $3,611,743 $ (1,922,336) The aggregate net assets of the Core Bond Portfolio immediately after the acquisition amounted to $1,743,775,494. In addition, on March 24, 2003, the Core Bond Portfolio acquired all of the net assets of Merrill Lynch Global Bond Fund for Investment and Retirement pursuant to a plan of reorganization. The acquisition was accomplished by a tax-free exchange of 6,095,718 shares of beneficial interest of Merrill Lynch Global Bond Fund for Investment and Retirement for 4,249,147 shares of Common Stock of the Core Bond Portfolio. Merrill Lynch Global Bond Fund for Investment and Retirement's net assets on that date of $48,801,850, including $692,698 of distributions in excess of net investment income, $145,393 of net unrealized appreciation and $15,869,566 of accumulated net realized capital losses, were combined with those of the Core Bond Portfolio. The aggregate net assets immediately after the acquisition amounted to $1,778,049,811. Finally, on April 4, 2003, the Core Bond Portfolio acquired all of the net assets of The Corporate Fund Accumulation Program, Inc. pursuant to a plan of reorganization. The acquisition was accomplished by a tax-free exchange of 2,457,353 shares of Common Stock of The Corporate Fund Accumulation Program, Inc. for 4,546,611 shares of common stock of the Core Bond Portfolio. The Corporate Fund Accumulation Program, Inc.'s net assets on that date of $52,736,078, including $1,141,466 of net unrealized appreciation and $1,964 of accumulated net realized capital losses, were combined with those of the Core Bond Portfolio. The aggregate net assets immediately after the acquisition amounted to $2,382,305,859. 8. Subsequent Event: Effective October 1, 2003, the Core Bond Portfolio converted from a stand-alone investment company to a "feeder" fund that seeks to achieve its investment objectives and strategies by investing all of its assets in the Master Core Bond Portfolio ("Master Portfolio") of the Master Bond Trust, a mutual fund that has the same investment objective as the Portfolio. All investments will be made at the Master Portfolio level. This structure is sometimes called a "master/feeder" structure. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Independent Auditors' Report To the Shareholders and Board of Directors of Merrill Lynch Bond Fund, Inc.: We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Core Bond and Intermediate Term Portfolios of Merrill Lynch Bond Fund, Inc. as of September 30, 2003 and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2003 by correspondence with the custodian and brokers; where replies were not received, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Core Bond and Intermediate Term Portfolios of Merrill Lynch Bond Fund, Inc. as of September 30, 2003, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche LLP Princeton, New Jersey November 24, 2003 Important Tax Information (unaudited) Of the ordinary income dividends paid monthly to shareholders of Core Bond and Intermediate Term Portfolios of Merrill Lynch Bond Fund, Inc. during the fiscal year ended September 30, 2003, 9.79% and 8.85%, respectively, were attributable to Federal obligations. In calculating the foregoing percentages, expenses of the Portfolios have been allocated on a pro rata basis. The law varies in each state as to whether and what percentage of dividend income attributable to Federal obligations is exempt from state income tax. We recommend that you consult your tax adviser to determine if any portion of the dividends you received is exempt from state income tax. Please retain this information for your records. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Officers and Directors (unaudited) Number of Portfolios in Other Public Position(s) Length Fund Complex Directorships Held Of Time Overseen by Held by Name Address & Age with Fund Served Principal Occupation(s) During Past 5 Years Director Director Interested Director Terry K. P.O. Box 9011 President 1999 to President and Chairman of Merrill Lynch 122 Funds None Glenn* Princeton, and present Investment Managers, L.P. ("MLIM")/Fund 163 Portfolios NJ 08543-9011 Director and Asset Management, L.P. ("FAM")--Advised Age: 63 1985 to Funds since 1999; Chairman (Americas Region) present of MLIM from 2000 to 2002; Executive Vice President of MLIM and FAM (which terms as used herein include their corporate predecessors) from 1983 to 2002; President of FAM Distributors, Inc., ("FAMD") from 1986 to 2002 and Director thereof from 1991 to 2002; Executive Vice President and Director of Princeton Services, Inc. ("Princeton Services") from 1993 to 2002; President of Princeton Administrators, L.P. from 1989 to 2002; Director of Financial Data Services, Inc. since 1985. * Mr. Glenn is a director, trustee or member of an advisory board of certain other investment companies for which MLIM or FAM acts as investment adviser. Mr. Glenn is an "interested person," as described in the Investment Company Act, of the Fund based on his former positions with MLIM, FAM, FAMD, Princeton Services and Princeton Administrators, L.P. The Director's term is unlimited. Directors serve until their resignation, removal or death, or until December 31 of the year in which they turn 72. As Fund President, Mr. Glenn serves at the pleasure of the Board of Directors. Independent Directors* Ronald W. P.O. Box 9095 Director 1981 to Professor Emeritus of Finance, School of 48 Funds None Forbes Princeton, present Business, State University of New York at 49 Portfolios NJ 08543-9095 Albany since 2000 and Professor thereof Age: 63 from 1989 to 2000; International Consultant at the Urban Institute from 1995 to 1999. Cynthia A. P.O. Box 9095 Director 1994 to Professor, Harvard Business School since 1989. 48 Funds Unum Montgomery Princeton, present 49 Portfolios Provident NJ 08543-9095 Corpor- Age: 51 ation; Newell Rubber- maid, Inc. Charles C. P.O. Box 9095 Director 1990 to Self-employed financial consultant since 1990; 48 Funds None Reilly Princeton, present Partner of Small Cities Cable Television from 49 Portfolios NJ 08543-9095 1986 to 1997. Age: 72 Kevin A. P.O. Box 9095 Director 1992 to Founder and Director Emeritus of The Boston 48 Funds None Ryan Princeton, present University Center for the Advancement of 49 Portfolios NJ 08543-9095 Ethics and Character; Professor of Education Age: 70 at Boston University from 1982 to 1999 and Professor Emeritus thereof since 1999. Roscoe S. P.O. Box 9095 Director 2000 to President, Middle East Institute from 1995 to 48 Funds None Suddarth Princeton, present 2001; Foreign Service Officer, United States 49 Portfolios NJ 08543-9095 Foreign Service from 1961 to 1995; Career Age: 68 Minister from 1989 to 1995; Deputy Inspector General, U.S. Department of State from 1991 to 1994; U.S. Ambassador to the Hashemite Kingdom of Jordan from 1987 to 1990. CORE BOND PORTFOLIO & INTERMEDIATE TERM PORTFOLIO SEPTEMBER 30, 2003 Officers and Directors (unaudited)(concluded) Number of Portfolios in Other Public Position(s) Length Fund Complex Directorships Held Of Time Overseen by Held by Name Address & Age with Fund Served Principal Occupation(s) During Past 5 Years Director Director Independent Directors* (concluded) Richard R. P.O. Box 9095 Director 1980 to Dean Emeritus of New York University, 48 Funds Bowne & Co., West Princeton, present Leonard N. Stern School of Business 49 Portfolios Inc.; Vornado NJ 08543-9095 Administration since 1994. Realty Trust; Age: 65 Vornado Operating Company; Alexander's, Inc. Edward D. P.O. Box 9095 Director 2000 to Executive Vice President of The Prudential 48 Funds None Zinbarg Princeton, present Insurance Company of America from 1988 to 49 Portfolios NJ 08543-9095 1994; Former Director of Prudential Reinsurance Age: 68 Company and former Trustee of The Prudential Foundation; Self-employed financial consultant since 1994. * The Director's term is unlimited. Directors serve until their resignation, removal or death, or until December 31 of the year in which they turn 72. Position(s) Length Held Of Time Name Address & Age with Fund Served* Principal Occupation(s) During Past 5 Years Fund Officers Donald C. P.O. Box 9011 Vice 1993 to First Vice President of MLIM and FAM since 1997 and Treasurer thereof since Burke Princeton, President present 1999; Senior Vice President and Treasurer of Princeton Services since 1999; NJ 08543-9011 and and Vice President of FAMD since 1999; Director of MLIM Taxation since 1990. Age: 43 Treasurer 1999 to present Patrick P.O. Box 9011 Vice 2002 to Managing Director of MLIM since 2000; Director (Global Fixed Income) of MLIM Maldari Princeton, President present from 1998 to 2000. NJ 08543-9011 Age: 41 James J. P.O. Box 9011 Vice 2000 to Vice President of MLIM since 1996. Pagano Princeton, President present NJ 08543-9011 Age: 41 Bradley J. P.O. Box 9011 Secretary 2002 to Director of MLIM since 2002; Vice President (Legal Advisory) of MLIM from Lucido Princeton, present 1999 to 2002 and attorney since 1995. NJ 08543-9011 Age: 37 * Officers of the Fund serve at the pleasure of the Board of Directors. Further information about the Fund's Officers and Directors/Trustees is available in the Fund's Statement of Additional Information, which can be obtained without charge by calling 1-800-MER-FUND. Custodian State Street Bank and Trust Company P.O. Box 351 Boston, MA 02101 Transfer Agent Financial Data Services, Inc. 4800 Deer Lake Drive East Jacksonville, FL 32246-6484 800-637-3863 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-- The registrant has adopted 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 and principal accounting officer, or persons performing similar functions. A copy of the code of ethics is available without charge upon request by calling toll-free 1-800-MER-FUND (1-800-637-3863). 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. - The registrant's board of directors has determined that (i) the registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent: (1) Ronald W. Forbes, (2) Richard R. West, and (3) Edward D. Zinbarg. 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. Core Bond Portfolio and Intermediate Term Portfolio of Merrill Lynch Bond Fund, Inc. By: _/s/ Terry K. Glenn_______ Terry K. Glenn, President of Core Bond Portfolio and Intermediate Term Portfolio of Merrill Lynch Bond Fund, Inc. Date: November 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 Core Bond Portfolio and Intermediate Term Portfolio of Merrill Lynch Bond Fund, Inc. Date: November 21, 2003 By: _/s/ Donald C. Burke________ Donald C. Burke, Chief Financial Officer of Core Bond Portfolio and Intermediate Term Portfolio of Merrill Lynch Bond Fund, Inc. Date: November 21, 2003 Attached hereto as a furnished exhibit are the certifications pursuant to Section 906 of the Sarbanes-Oxley Act.