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 811-09957 811-10179 Name of Fund: Mercury Basic Value Fund, Inc. Master Basic Value Trust Fund Address: P.O. Box 9011 Princeton, NJ 08543-9011 Name and address of agent for service: Terry K. Glenn, President, Mercury Basic Value 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: 06/30/03 Date of reporting period: 07/01/02 - 06/30/03 Item 1 - Attach shareholder report (BULL LOGO) Merrill Lynch Investment Managers www.mlim.ml.com Annual Report June 30, 2003 Mercury Basic Value Fund, Inc. 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. The Fund seeks capital appreciation and secondarily, income. The Fund invests primarily in a portfolio of securities that are selling at a discount either from book value or historical price/earnings ratios, or seem capable of recovering from temporarily out-of-favor conditions. The Fund will seek to achieve its objective by investing all of its assets in Master Basic Value Trust, which has the same investment objective as the Fund. The Fund's investment experience will correspond to the investment experience of the Trust. A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling toll-free 1-800-MER-FUND (1-800-637-3863); (2) on www.mutualfunds.ml.com; and (3) on the Securities and Exchange Commission's website at http://www.sec.gov. Mercury Basic Value Fund, Inc. Box 9011 Princeton, NJ 08543-9011 Printed on post-consumer recycled paper PORTFOLIO INFORMATION (UNAUDITED) AS OF JUNE 30, 2003 Ten Largest Percent of Equity Holdings Net Assets Exxon Mobil Corporation 4.3% Wells Fargo & Co. 4.1 Citigroup Inc. 3.5 Royal Dutch Petroleum Company (NY Registered Shares) 3.3 American International Group, Inc. 2.5 Deere & Company 2.5 Bank One Corporation 2.5 Unocal Corporation 2.3 E.I. du Pont de Nemours and Company 2.3 Wachovia Corporation 2.0 June 30, 2003, Mercury Basic Value Fund, Inc. DEAR SHAREHOLDER Investment Environment We are pleased to provide you with this annual report for Mercury Basic Value Fund, Inc. Over the course of the year, economic growth and equity market performance were largely beleaguered by geopolitical concerns. The event that had the greatest impact on the markets, particularly during the second half of the fiscal period, was the resolution of the Iraq conflict. While the year also was marked by uneasiness over economic growth, severe acute respiratory syndrome (SARS) and lingering concerns over accounting irregularities and corporate governance issues, the predominant influence, in our opinion, centered around activities related to Iraq. Beginning in late fall 2002, Iraq was on the minds of many corporate executives, management teams and investors. What initially began as the potential for a war became a debate within the United Nations on how the war was going to be fought and who was going to be involved. In the first three months of 2003, the U.S. equity market and the economy in general stalled as investors waited for a resolution. We believe the intense focus on Iraq, leading up to and including the war, was the primary factor holding back a sustained economic recovery. The tremendous uncertainty it created for investors hurt the markets for much of this period. However, by the time the war started in March 2003, the markets began a slow rally. When the fighting came to an end faster than most expected, war fears lifted and the markets rallied more strongly in anticipation of a long- awaited economic recovery. Today, the question is, are we on course for the recovery? We believe there is a better chance for a sustainable economic revival now than there was before the war started. In short, we witnessed two very distinct periods--before the war and after the war. As did equity markets in general, the Fund performed poorly before the war. It performed admirably after the war, as we expected, based on our portfolio positioning, which included a focus on cyclical and economically sensitive areas. Fiscal Year in Review For the 12-month period ended June 30, 2003, Mercury Basic Value Fund, Inc.'s Class A, Class B, Class C and Class I Shares had total returns of -1.66%, -1.15%, -1.69% and -1.42%, respectively. The Fund outperformed both the -1.84% return of the unmanaged benchmark Standard & Poor's 500 (S&P 500r) Barra Value Index and the -2.41% average return of the Lipper Large Cap Value Funds for the same period. The Fund underperformed the broader S&P 500 Index, which incorporates the performance of growth stocks and returned +.25% for the period. Growth stocks (as measured by the S&P 500 Barra Growth Index) outperformed value stocks (as measured by the S&P 500 Barra Value Index) by more than 4% for the 12-month period, causing the Fund to trail the overall S&P 500 Index. For the six-month period ended June 30, 2003, the Fund's Class A, Class B, Class C and Class I Shares posted positive absolute total returns of +10.06%, +10.10%, +10.01% and +10.13%, respectively. (Fund 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 - 9 of this report to shareholders.) June 30, 2003, Mercury Basic Value Fund, Inc. The portfolio has been and continues to be positioned for an economic recovery. Some of the areas that did well during the long market downturn of the past three years were the more stable, defensive sectors--areas in which we did participate. Throughout the fiscal year, we continued a process that we started after September 11, 2001. At that time, we began to focus on economically sensitive names, and started to construct the portfolio with a cyclical bias rooted in our belief that the economy would eventually turn upward. As contrarian investors, this is where we saw and continue to see the most long-term value. Our outperformance of the S&P 500 Barra Value Index has been more a result of security selection than asset allocation. In the health care sector, for example, our positions in Boston Scientific Corporation, Aetna Inc. and Merck & Co., Inc. significantly benefited performance in the last 12 months. In consumer staples, companies such as Sara Lee Corporation and The Clorox Company helped performance substantially. Based on this, it appears the traditional "safehaven" areas have done well. However, a look at our information technology holdings confirms that owning companies such as Unisys Corporation, Computer Associates International Inc. and Hewlett- Packard Company impacted the portfolio favorably during the past 12 months. In the industrial sector, another cyclical area, we saw impressive performance. So, despite a procyclical, prorecovery allocation to our portfolio in a market that largely wanted to avoid those areas, the Fund performed well because, ultimately, stock selection was most important--and our stock selection was favorable. Overall, we have not made many major changes to the portfolio. We continued the slow process of eliminating some of the defensive areas and adding more fundamentally sound, yet offensive holdings to the portfolio. We have been removing those holdings that performed the best in what was a miserable three-year period for the stock market. These included traditionally non-cyclical companies such as Procter & Gamble, Aetna, Lincoln National Corporation, Guidant Corporation and Tribune Company. We have been adding more cyclical companies, which we believe will offer greater value in the period ahead. Recent additions to the portfolio include automobile maker DaimlerChrysler AG, GlobalSantaFe Corporation in the oil service sector, and Alcoa Inc. and BHP Billiton Ltd., two materials companies. We added The Boeing Company and Raytheon Company, both of which came under pressure as the airline sector suffered, and Sun Microsystems, a technology name that actually has not done well in this period, but offers much better value for future returns. Away from our cyclical bias, we added MetLife, Inc., ChevronTexaco Corporation, Unilever and AOL Time Warner Inc., four high-profile companies with compelling franchise-restructuring stories. At purchase price, they represented tremendous value in our view. At the close of the period, we remained poised for an economic recovery. While the portfolio's focus has not changed much, what has changed is investors' appetite for stocks. We continue to be overweight relative to the S&P 500 Barra Value Index in the cyclical areas of the market. Inside each sector, we tend to have an economically sensitive bias in favor of revitalization. In general terms, we are overweight relative to the benchmark in information technology and materials. We have slight overweights in consumer staples and health care, primarily because the benchmark's positions in these areas are so low. As we ended the period, energy was a large overweight compared to the benchmark. As energy companies begin to increase their capital expenditures for oil and gas exploration, we believe stocks in the sector have the potential to provide attractive returns. June 30, 2003, Mercury Basic Value Fund, Inc. The Fund has a modest underweight in the consumer discretionary sector. And, while financials represents our largest sector, at 25% of the portfolio, our allocation is underweight relative to the benchmark's excessive position of 36%. We believe allocating such a large portion of the portfolio's assets to any one sector would expose the Fund to undue risk. Our weighting in the industrials sector is neutral relative to the benchmark, and our positions in utilities and telecommunication services represent modest underweights. The Fund's investment process has not changed. In our view, the market volatility we are experiencing has nothing to do with most companies' long-term prospects. In fact, we believe it can create significant opportunities for value investors. In Conclusion As of July 14, 2003, U.S. shareholders of each class of shares of Mercury Basic Value Fund, Inc. have an exchange privilege with the same class of shares of certain multiple class funds advised by Merrill Lynch Investment Managers, L.P., Fund Asset Management, L.P. or their affiliates. This exchange privilege supplements the existing exchange privilege that shareholders have had with other Mercury mutual funds and with Summit Cash Reserves Fund, a money market fund. We thank you for your investment in Mercury Basic Value Fund, Inc., and we look forward to serving your investment needs in the months and years ahead. Sincerely, (Terry K. Glenn) Terry K. Glenn President and Director/Trustee (Robert J. Martorelli) Robert J. Martorelli Vice President and Co-Portfolio Manager (Kevin M. Rendino) Kevin M. Rendino Vice President and Co-Portfolio Manager July 15, 2003 June 30, 2003, Mercury Basic Value Fund, Inc. FUND PERFORMANCE DATA ABOUT FUND PERFORMANCE The Fund offers multiple classes of shares, each with its own sales charge and expense structure, allowing you to invest in the way that best suits your needs. CLASS A SHARES incur a maximum initial sales charge of 5.25% and an account maintenance fee of 0.25% (but no distribution fee). CLASS B SHARES are subject to a maximum contingent deferred sales charge of 4% if redeemed during the first two years, decreasing to 3% for each of the next two years and decreasing 1% each year thereafter to 0% after the sixth year. In addition, Class B Shares are subject to a distribution fee of 0.75% and an account maintenance fee of 0.25%. These shares automatically convert to Class A Shares after approximately eight years. CLASS C SHARES are subject to a distribution fee of 0.75% and an account maintenance fee of 0.25%. In addition, Class C Shares may be subject to a 1% contingent deferred sales charge if redeemed within one year after purchase. CLASS I SHARES incur a maximum initial sales charge of 5.25% and bear no ongoing distribution and account maintenance fees. Class I Shares are available only to eligible investors. The performance results depicted on pages 7 - 9 are those of Mercury Basic Value Fund, Inc. and, prior to October 16, 2000, a predecessor Fund investing in the same underlying portfolio and with the same fees as Mercury Basic Value Fund, Inc. Performance results prior to October 16, 2000 reflect the annual operating expenses of the predecessor Fund. If Mercury Basic Value Fund, Inc.'s operating expenses were reflected, the results may have been less than those shown for this time period. Performance results after October 16, 2000 include the actual operating expenses of Mercury Basic Value Fund, Inc. The Fund commenced operations on October 16, 2000. 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 ex- dividend 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. June 30, 2003, Mercury Basic Value Fund, Inc. FUND PERFORMANCE DATA (CONTINUED) RECENT PERFORMANCE RESULTS* Ten-Year/ 6-Month 12-Month Since Inception As of June 30, 2003 Total Return Total Return Total Return Class A +10.06% -1.66% +123.75% Class B +10.10 -1.15 +131.90 Class C +10.01 -1.69 +111.68 Class I +10.13 -1.42 +152.67 S&P 500 Index** +11.76 +0.25 +160.37/+143.39 S&P 500 Barra Value Index*** +12.29 -1.84 +145.31/+127.04 *Investment results shown do not reflect sales charges; results shown would be lower if sales charges were included. Total investment returns are based on changes in the Fund's net asset values for the periods shown, and assume reinvestment of all dividends and capital gains at net asset value on the ex-dividend date. The Fund's ten-year/since inception periods are ten years for Class I & Class B Shares and from 10/21/94 for Class A and Class C Shares. **This unmanaged Index covers 500 industrial, utility, transportation and financial companies of the U.S. markets (mostly NYSE issues), representing about 75% of NYSE market capitalization and 30% of NYSE issues. Ten-year/since inception total return periods are for ten years and from 10/21/94, respectively. ***This unmanaged broad-based Index is a capitalization-weighted index of those stocks in the S&P 500 Index that have lower price-to- book ratios. Ten-year/since inception total returns are for ten years and from 10/31/94, respectively. June 30, 2003, Mercury Basic Value Fund, Inc. FUND PERFORMANCE DATA (CONTINUED) TOTAL RETURN BASED ON A $10,000 INVESTMENT A line graph illustrating the growth of a $10,000 investment in Mercury Basic Value Fund, Inc.++ Class A and Class C Shares* compared to a similar investment in S&P 500 Index++++ and S&P 500 Barra Value Index++++++. Values illustrated are as follows: Mercury Basic Value Fund, Inc.++ Class A Shares* Date Value 10/21/1994** $ 9,475.00 June 1995 $11,013.00 June 1996 $13,172.00 June 1997 $17,077.00 June 1998 $20,985.00 June 1999 $23,977.00 June 2000 $22,492.00 June 2001 $23,816.00 June 2002 $21,558.00 June 2003 $21,201.00 Mercury Basic Value Fund, Inc.++ Class C Shares* Date Value 10/21/1994** $10,000.00 June 1995 $11,559.00 June 1996 $13,719.00 June 1997 $17,643.00 June 1998 $21,522.00 June 1999 $24,398.00 June 2000 $22,703.00 June 2001 $23,894.00 June 2002 $21,532.00 June 2003 $21,168.00 S&P 500 Index++++ Date Value 10/21/1994** $10,000.00 June 1995 $11,951.00 June 1996 $15,058.00 June 1997 $20,283.00 June 1998 $26,401.00 June 1999 $32,409.00 June 2000 $34,758.00 June 2001 $29,603.00 June 2002 $24,278.00 June 2003 $24,339.00 S&P 500 Barra Value Index++++++ Date Value 10/21/1994** $10,000.00 June 1995 $11,577.00 June 1996 $14,448.00 June 1997 $18,912.00 June 1998 $23,662.00 June 1999 $27,578.00 June 2000 $26,167.00 June 2001 $28,240.00 June 2002 $23,131.00 June 2003 $22,705.00 A line graph illustrating the growth of a $10,000 investment in Mercury Basic Value Fund, Inc.++ Class B and Class I Shares* compared to a similar investment in S&P 500 Index++++ and S&P 500 Barra Value Index++++++. Values illustrated are as follows: Mercury Basic Value Fund, Inc.++ Class B Shares* Date Value June 1993 $10,000.00 June 1994 $10,461.00 June 1995 $12,600.00 June 1996 $14,957.00 June 1997 $19,237.00 June 1998 $23,464.00 June 1999 $26,608.00 June 2000 $24,761.00 June 2001 $26,059.00 June 2002 $23,460.00 June 2003 $23,190.00 Mercury Basic Value Fund, Inc.++ Class I Shares* Date Value June 1993 $ 9,475.00 June 1994 $10,013.00 June 1995 $12,183.00 June 1996 $14,610.00 June 1997 $18,985.00 June 1998 $23,395.00 June 1999 $26,796.00 June 2000 $25,193.00 June 2001 $26,752.00 June 2002 $24,285.00 June 2003 $23,940.00 S&P 500 Index++++ Date Value June 1993 $10,000.00 June 1994 $10,141.00 June 1995 $12,784.00 June 1996 $16,108.00 June 1997 $21,698.00 June 1998 $28,242.00 June 1999 $34,669.00 June 2000 $37,182.00 June 2001 $31,668.00 June 2002 $25,972.00 June 2003 $26,037.00 S&P 500Barra Value Index++++++ Date Value June 1993 $10,000.00 June 1994 $10,310.00 June 1995 $12,309.00 June 1996 $15,610.00 June 1997 $20,433.00 June 1998 $25,565.00 June 1999 $29,796.00 June 2000 $28,271.00 June 2001 $30,511.00 June 2002 $24,992.00 June 2003 $24,532.00 *Assuming maximum sales charge, transaction costs and other operating expenses, including advisory fees. **Commencement of operations. ++The Fund invests all of its assets in Master Basic Value Trust. The Trust invests in securities, primarily equities, that management of the Fund believes are undervalued and therefore represent basic investment value. ++++This unmanaged Index covers 500 industrial, utility, transportation and financial companies of the U.S. markets (mostly NYSE issues), representing about 75% of NYSE market capitalization and 30% of NYSE issues. ++++++This unmanaged broad-based Index is a capitalization-weighted index of stocks in the S&P 500 Index that have lower price-to-book ratios. The starting date for the Index in the Class A and Class C Shares' graph is from 10/31/94. Past performance is not predictive of future performance. June 30, 2003, Mercury Basic Value Fund, Inc. FUND PERFORMANCE DATA (CONCLUDED) AVERAGE ANNUAL TOTAL RETURN % Return % Return Without Sales With Sales Class A Shares* Charge Charge** One Year Ended 6/30/03 -1.66% -6.82% Five Years Ended 6/30/03 +0.20 -0.87 Inception (10/21/94) through 6/30/03 +9.71 +9.03 *Maximum sales charge is 5.25%. **Assuming maximum sales charge. % Return % Return Without With Class B Shares* CDSC CDSC** One Year Ended 6/30/03 -1.15% -5.09% Five Years Ended 6/30/03 -0.23 -0.33 Ten Years Ended 6/30/03 +8.78 +8.78 *Maximum contingent deferred sales charge is 4% and is reduced to 0% after six years. **Assuming payment of applicable contingent deferred sales charge. % Return % Return Without With Class C Shares* CDSC CDSC** One Year Ended 6/30/03 -1.69% -2.67% Five Years Ended 6/30/03 -0.33 -0.33 Inception (10/21/94) through 6/30/03 +9.01 +9.01 *Maximum contingent deferred sales charge is 1% and is reduced to 0% after one year. **Assuming payment of applicable contingent deferred sales charge. % Return % Return Without Sales With Sales Class I Shares* Charge Charge** One Year Ended 6/30/03 -1.42% -6.59% Five Years Ended 6/30/03 +0.46 -0.62 Ten Years Ended 6/30/03 +9.71 +9.12 *Maximum sales charge is 5.25%. **Assuming maximum sales charge. June 30, 2003, Mercury Basic Value Fund, Inc. STATEMENT OF ASSETS AND LIABILITIES As of June 30, 2003 MERCURY BASIC VALUE FUND, INC. Assets: Investment in Master Basic Value Trust, at value (identified cost--$9,148,070) $ 10,741,545 Prepaid registration fees 31,632 -------------- Total assets 10,773,177 -------------- Liabilities: Payables: Distributor $ 2,319 Other affiliates 2,317 Administrator 1,325 5,961 -------------- Accrued expenses 5,104 -------------- Total liabilities 11,065 -------------- Net Assets: Net assets $ 10,762,112 ============== Net Assets Consist of: Class A Shares of Common Stock, $.10 par value, 100,000,000 shares authorized $ 25,372 Class B Shares of Common Stock, $.10 par value, 100,000,000 shares authorized 64,435 Class C Shares of Common Stock, $.10 par value, 100,000,000 shares authorized 26,530 Class I Shares of Common Stock, $.10 par value, 100,000,000 shares authorized 1,178 Paid-in capital in excess of par 12,346,861 Undistributed investment income--net $ 19,355 Accumulated realized capital losses on investments and foreign currency transactions from the Trust--net (3,315,094) Unrealized appreciation on investments and foreign currency transactions from the Trust--net 1,593,475 -------------- Total accumulated losses--net (1,702,264) -------------- Net assets $ 10,762,112 ============== Net Asset Value: Class A--Based on net assets of $2,330,461 and 253,716 shares outstanding $ 9.19 ============== Class B--Based on net assets of $5,904,359 and 644,353 shares outstanding $ 9.16 ============== Class C--Based on net assets of $2,418,538 and 265,296 shares outstanding $ 9.12 ============== Class I--Based on net assets of $108,754 and 11,776 shares outstanding $ 9.24 ============== See Notes to Financial Statements. June 30, 2003, Mercury Basic Value Fund, Inc. STATEMENT OF OPERATIONS For the Year Ended June 30, 2003 MERCURY BASIC VALUE FUND, INC. Investment Income from the Trust--Net: Net investment income allocated from the Trust: Dividends (net of $3,600 foreign withholding tax) $ 223,229 Interest 4,156 Securities lending--net 2,042 Expenses (47,364) -------------- Net investment income from the Trust 182,063 -------------- Expenses: Professional fees $ 44,349 Printing and shareholder reports 41,547 Registration fees 40,252 Administration fees 27,574 Account maintenance and distribution fees--Class B 15,541 Transfer agent fees--Class B 9,150 Account maintenance and distribution fees--Class C 6,263 Account maintenance fees--Class A 5,470 Transfer agent fees--Class C 3,464 Transfer agent fees--Class A 2,610 Transfer agent fees--Class I 147 Directors' fees and expenses 120 Other 9,136 -------------- Total expenses before waiver and reimbursement of expenses 205,623 Waiver and reimbursement of expenses (71,300) -------------- Total expenses after waiver and reimbursement of expenses 134,323 -------------- Investment income--net 47,740 -------------- Realized & Unrealized Loss from the Trust--Net: Realized loss from the Trust on: Investments--net (1,782,588) Foreign currency transactions--net (259) (1,782,847) -------------- Change in unrealized appreciation on investments and foreign currency transactions from the Trust--net 1,171,518 -------------- Total realized and unrealized loss from the Trust--net (611,329) -------------- Net Decrease in Net Assets Resulting from Operations $ (563,589) ============== See Notes to Financial Statements. June 30, 2003, Mercury Basic Value Fund, Inc. STATEMENTS OF CHANGES IN NET ASSETS MERCURY BASIC VALUE FUND, INC. For the Year Ended June 30, Increase (Decrease) in Net Assets: 2003 2002 Operations: Investment income (loss)--net $ 47,740 $ (13,593) Realized loss on investments and foreign currency transactions from the Trust--net (1,782,847) (1,370,712) Change in unrealized appreciation on investments and foreign currency transactions from the Trust--net 1,171,518 253,083 -------------- -------------- Net decrease in net assets resulting from operations (563,589) (1,131,222) -------------- -------------- Dividends & Distributions to Shareholders: Investment income--net: Class A (5,794) (642) Class B (15,967) (3,242) Class C (6,092) (1,062) Class I (399) (190) Realized gain on investments from the Trust--net: Class A -- (2) Class B -- (15) Class C -- (5) Class I -- (1) -------------- -------------- Net decrease in net assets resulting from dividends and distributions to shareholders (28,252) (5,159) -------------- -------------- Capital Share Transactions: Net increase (decrease) in net assets derived from capital share transactions (2,748,684) 11,745,641 -------------- -------------- Net Assets: Total increase (decrease) in net assets (3,340,525) 10,609,260 Beginning of year 14,102,637 3,493,377 -------------- -------------- End of year* $ 10,762,112 $ 14,102,637 ============== ============== *Undistributed investment income--net $ 19,355 -- ============== ============== See Notes to Financial Statements. June 30, 2003, Mercury Basic Value Fund, Inc. FINANCIAL HIGHLIGHTS MERCURY BASIC VALUE FUND, INC. The following per share data and ratios have been derived from information provided in the financial statements. Class A For the For the Period Year Oct. 16, Ended 2000++ to June 30, June 30, Increase (Decrease) in Net Asset Value: 2003 2002 2001 Per Share Operating Performance: Net asset value, beginning of period $ 9.37 $ 10.37 $ 10.00 -------- -------- -------- Investment income--net .04** .01** .01 Realized and unrealized gain (loss) on investments and foreign currency transactions from the Trust--net (.20) (.99) .36 -------- -------- -------- Total from investment operations (.16) (.98) .37 -------- -------- -------- Less dividends and distributions: Investment income--net (.02) (.02) -- Realized gain on investments from the Trust--net -- --+++++ -- -------- -------- -------- Total dividends and distributions (.02) (.02) -- -------- -------- -------- Net asset value, end of period $ 9.19 $ 9.37 $ 10.37 ======== ======== ======== Total Investment Return:*** Based on net asset value per share (1.66%) (9.48%) 3.70%+++ ======== ======== ======== Ratios to Average Net Assets: Expenses, net of waiver and reimbursement++++ 1.65% 1.65% 1.36%* ======== ======== ======== Expenses++++ 2.28% 2.83% 23.91%* ======== ======== ======== Investment income--net .44% .13% .51%* ======== ======== ======== Supplemental Data: Net assets, end of period (in thousands) $ 2,330 $ 2,442 $ 323 ======== ======== ======== Portfolio turnover of the Trust 31.92% 38.15% 37.53% ======== ======== ======== *Annualized. **Based on average shares outstanding. ***Total investment returns exclude the effects of sales charges. ++Commencement of operations. ++++Includes the Fund's share of the Trust's allocated expenses. +++Aggregate total investment return. +++++Amount is less than $(.01) per share. See Notes to Financial Statements. June 30, 2003, Mercury Basic Value Fund, Inc. FINANCIAL HIGHLIGHTS (CONTINUED) MERCURY BASIC VALUE FUND, INC. The following per share data and ratios have been derived from information provided in the financial statements. Class B For the For the Period Year Oct. 16, Ended 2000++ to June 30, June 30, Increase (Decrease) in Net Asset Value: 2003 2002 2001 Per Share Operating Performance: Net asset value, beginning of period $ 9.29 $ 10.33 $ 10.00 -------- -------- -------- Investment income (loss)--net .04** (.02)** --+++++ Realized and unrealized gain (loss) on investments and foreign currency transactions from the Trust--net (.15) (1.01) .33 -------- -------- -------- Total from investment operations (.11) (1.03) .33 -------- -------- -------- Less dividends and distributions: Investment income--net (.02) (.01) -- Realized gain on investments from the Trust--net -- --+++++ -- -------- -------- -------- Total dividends and distributions (.02) (.01) -- -------- -------- -------- Net asset value, end of period $ 9.16 $ 9.29 $ 10.33 ======== ======== ======== Total Investment Return:*** Based on net asset value per share (1.15%) (9.97%) 3.30%+++ ======== ======== ======== Ratios to Average Net Assets: Expenses, net of waiver and reimbursement++++ 1.65% 1.99% 1.97%* ======== ======== ======== Expenses++++ 2.29% 3.23% 22.03%* ======== ======== ======== Investment income (loss)--net .43% (.24%) (.18%)* ======== ======== ======== Supplemental Data: Net assets, end of period (in thousands) $ 5,904 $ 7,969 $ 2,290 ======== ======== ======== Portfolio turnover of the Trust 31.92% 38.15% 37.53% ======== ======== ======== *Annualized. **Based on average shares outstanding. ***Total investment returns exclude the effects of sales charges. ++Commencement of operations. ++++Includes the Fund's share of the Trust's allocated expenses. +++Aggregate total investment return. +++++Amount is less than $(.01) per share. See Notes to Financial Statements. June 30, 2003, Mercury Basic Value Fund, Inc. FINANCIAL HIGHLIGHTS (CONTINUED) MERCURY BASIC VALUE FUND, INC. The following per share data and ratios have been derived from information provided in the financial statements. Class C For the For the Period Year Oct. 16, Ended 2000++ to June 30, June 30, Increase (Decrease) in Net Asset Value: 2003 2002 2001 Per Share Operating Performance: Net asset value, beginning of period $ 9.30 $ 10.33 $ 10.00 -------- -------- -------- Investment income (loss)--net .04** (.01)** --+++++ Realized and unrealized gain (loss) on investments and foreign currency transactions from the Trust--net (.20) (1.01) .33 -------- -------- -------- Total from investment operations (.16) (1.02) .33 -------- -------- -------- Less dividends and distributions: Investment income--net (.02) (.01) -- Realized gain on investments from the Trust--net -- --+++++ -- -------- -------- -------- Total dividends and distributions (.02) (.01) -- -------- -------- -------- Net asset value, end of period $ 9.12 $ 9.30 $ 10.33 ======== ======== ======== Total Investment Return:*** Based on net asset value per share (1.69%) (9.89%) 3.30%+++ ======== ======== ======== Ratios to Average Net Assets: Expenses, net of waiver and reimbursement++++ 1.65% 1.83% 1.81%* ======== ======== ======== Expenses++++ 2.31% 3.03% 21.97%* ======== ======== ======== Investment income (loss)--net .43% (.06%) (.02%)* ======== ======== ======== Supplemental Data: Net assets, end of period (in thousands) $ 2,419 $ 3,503 $ 838 ======== ======== ======== Portfolio turnover of the Trust 31.92% 38.15% 37.53% ======== ======== ======== *Annualized. **Based on average shares outstanding. ***Total investment returns exclude the effects of sales charges. ++Commencement of operations. ++++Includes the Fund's share of the Trust's allocated expenses. +++Aggregate total investment return. +++++Amount is less than $(.01) per share. See Notes to Financial Statements. June 30, 2003, Mercury Basic Value Fund, Inc. FINANCIAL HIGHLIGHTS (CONCLUDED) MERCURY BASIC VALUE FUND, INC. The following per share data and ratios have been derived from information provided in the financial statements. Class I For the For the Period Year Oct. 16, Ended 2000++ to June 30, June 30, Increase (Decrease) in Net Asset Value: 2003 2002 2001 Per Share Operating Performance: Net asset value, beginning of period $ 9.41 $ 10.39 $ 10.00 -------- -------- -------- Investment income--net .06** .04** .04 Realized and unrealized gain (loss) on investments and foreign currency transactions from the Trust--net (.20) (1.00) .35 -------- -------- -------- Total from investment operations (.14) (.96) .39 -------- -------- -------- Less dividends and distributions: Investment income--net (.03) (.02) -- Realized gain on investments from the Trust--net -- --+++++ -- -------- -------- -------- Total dividends and distributions (.03) (.02) -- -------- -------- -------- Net asset value, end of period $ 9.24 $ 9.41 $ 10.39 ======== ======== ======== Total Investment Return:*** Based on net asset value per share (1.42%) (9.22%) 3.90%+++ ======== ======== ======== Ratios to Average Net Assets: Expenses, net of waiver and reimbursement++++ 1.40% 1.40% 1.19%* ======== ======== ======== Expenses++++ 2.08% 2.65% 26.47%* ======== ======== ======== Investment income--net .67% .37% .79%* ======== ======== ======== Supplemental Data: Net assets, end of period (in thousands) $ 109 $ 189 $ 42 ======== ======== ======== Portfolio turnover of the Trust 31.92% 38.15% 37.53% ======== ======== ======== *Annualized. **Based on average shares outstanding. ***Total investment returns exclude the effects of sales charges. ++Commencement of operations. ++++Includes the Fund's share of the Trust's allocated expenses. +++Aggregate total investment return. +++++Amount is less than $(.01) per share. See Notes to Financial Statements. June 30, 2003, Mercury Basic Value Fund, Inc. NOTES TO FINANCIAL STATEMENTS MERCURY BASIC VALUE FUND, INC. 1. Significant Accounting Policies: Mercury Basic Value Fund, Inc. (the "Fund") is registered under the Investment Company Act of 1940, as amended, as a diversified, open- end investment company. The Fund seeks to achieve its investment objective by investing all of its assets in Master Basic Value Trust (the "Trust"), which has the same investment objective as the Fund. The value of the Fund's investment in the Trust reflects the Fund's proportionate interest in the net assets of the Trust. The performance of the Fund is directly affected by the performance of the Trust. The financial statements of the Trust, including the Schedule of Investments, are included elsewhere in this report and should be read in conjunction with the Fund's financial statements. The Fund's financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require the use of management accruals and estimates. The percentage of the Trust owned by the Fund at June 30, 2003 was 0.1%. The Fund offers multiple classes of 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. All classes of shares have identical voting, dividend, liquidation and other rights and the same terms and conditions, except that Class A, Class B and Class C Shares bear certain expenses related to the account maintenance of such shares, and Class B and Class C 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 (except that Class B Shares have certain voting rights with respect to Class A 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 Fund. (a) Valuation of investments--The Fund records its investment in the Trust at fair value. Valuation of securities held by the Trust is discussed in Note 1a of the Trust's Notes to Financial Statements, which are included elsewhere in this report. (b) Investment income and expenses--The Fund records daily its proportionate share of the Trust's income, expenses and realized and unrealized gains and losses. In addition, the Fund accrues its own expenses. (c) Income taxes--It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to shareholders. Therefore, no Federal income tax provision is required. Under the applicable foreign tax law, withholding taxes may be imposed on interest, dividends and capital gains at various rates. June 30, 2003, Mercury Basic Value Fund, Inc. NOTES TO FINANCIAL STATEMENTS (CONTINUED) (d) Prepaid registration fees--Prepaid registration fees are charged to expense as the related shares are issued. (e) Dividends and distributions--Dividends and distributions paid by the Fund are recorded on the ex-dividend dates. (f) Investment transactions--Investment transactions in the Trust are accounted for on a trade date basis. (g) 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 difference of $11,992 has been reclassified between paid-in capital in excess of par and accumulated net realized capital losses. This reclassification has no effect on net assets or net asset values per share. 2. Transactions with Affiliates: The Fund has entered into an Administration Agreement with Fund Asset Management, L.P. ("FAM"). The general partner of FAM is Princeton Services, Inc. ("PSI"), a wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is the limited partner. The Fund pays a monthly fee at an annual rate of .25% of the Fund's average daily net assets for the performance of administrative services (other than investment advice and related portfolio activities) necessary for the operation of the Fund. FAM has entered into a contractual arrangement with the Fund under which the expenses incurred by each class of shares of the Fund (excluding distribution and/or account maintenance fees) will not exceed 1.40%. This arrangement expires on June 30, 2003 and is renewable. For the year ended June 30, 2003, FAM earned fees of $27,574, all of which were waived. In addition, FAM reimbursed the Fund $43,726 in additional expenses. The Fund has also entered into a Distribution Agreement and Distribution Plans with FAM Distributors, Inc. ("FAMD" or the "Distributor"), a wholly-owned subsidiary of Merrill Lynch Group, Inc. 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 as follows: Account Distribution Maintenance Fee Fee Class A .25% -- Class B .25% .75% Class C .25% .75% June 30, 2003, Mercury Basic Value Fund, Inc. NOTES TO FINANCIAL STATEMENTS (CONTINUED) Pursuant to a sub-agreement with the Distributor, selected dealers also provide account maintenance and distribution services to the Fund. The ongoing account maintenance fee compensates the Distributor and selected dealers for providing account maintenance services to Class A, Class B and Class C shareholders. The ongoing distribution fee compensates the Distributor and selected dealers for providing shareholder and distribution-related services to Class B and Class C shareholders. For the year ended June 30, 2003, the Fund did not accrue Class B and Class C distribution fees. For the year ended June 30, 2003, FAMD earned underwriting discounts and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), a subsidiary of ML & Co., earned dealer concessions on sales of the Fund's Class A Shares as follows: FAMD MLPF&S Class A $4 $100 For the year ended June 30, 2003, MLPF&S received contingent deferred sales charges of $31,536 relating to transactions in Class B Shares. Financial Data Services, Inc. ("FDS"), an indirect, wholly-owned subsidiary of ML & Co., is the Fund's transfer agent. Certain officers and/or directors of the Fund are officers and/or directors of FAM, PSI, FAMD, FDS, and/or ML & Co. 3. Capital Share Transactions: Net increase (decrease) in net assets derived from capital share transactions was $(2,748,684) and $11,745,641 for the years ended June 30, 2003 and June 30, 2002, respectively. Transactions in capital shares for each class were as follows: Class A Shares for the Year Ended June 30, 2003 Shares Dollar Amount Shares sold 54,095 $ 447,210 Shares issued to shareholders in reinvestment of dividends 660 5,644 ------------ ------------ Total issued 54,755 452,854 Shares redeemed (61,632) (524,750) ------------ ------------ Net decrease (6,877) $ (71,896) ============ ============ June 30, 2003, Mercury Basic Value Fund, Inc. NOTES TO FINANCIAL STATEMENTS (CONTINUED) Class A Shares for the Year Ended June 30, 2002 Shares Dollar Amount Shares sold 267,312 $ 2,600,155 Automatic conversion of shares 698 7,268 Shares issued to shareholders in reinvestment of dividends and distributions 51 531 ------------ ------------ Total issued 268,061 2,607,954 Shares redeemed (38,644) (392,931) ------------ ------------ Net increase 229,417 $ 2,215,023 ============ ============ Class B Shares for the Year Ended June 30, 2003 Shares Dollar Amount Shares sold 38,184 $ 357,535 Shares issued to shareholders in reinvestment of dividends 1,695 14,443 ------------ ------------ Total issued 39,879 371,978 Shares redeemed (252,943) (2,082,925) ------------ ------------ Net decrease (213,064) $(1,710,947) ============ ============ Class B Shares for the Year Ended June 30, 2002 Shares Dollar Amount Shares sold 775,925 $ 7,772,309 Shares issued to shareholders in reinvestment of dividends and distributions 281 2,926 ------------ ------------ Total issued 776,206 7,775,235 Automatic conversion of shares (705) (7,268) Shares redeemed (139,753) (1,367,798) ------------ ------------ Net increase 635,748 $ 6,400,169 ============ ============ Class C Shares for the Year Ended June 30, 2003 Shares Dollar Amount Shares sold 5,241 $ 45,719 Shares issued to shareholders in reinvestment of dividends 667 5,666 ------------ ------------ Total issued 5,908 51,385 Shares redeemed (117,242) (947,384) ------------ ------------ Net decrease (111,334) $ (895,999) ============ ============ Class C Shares for the Year Ended June 30, 2002 Shares Dollar Amount Shares sold 351,192 $ 3,517,514 Shares issued to shareholders in reinvestment of dividends and distributions 87 910 ------------ ------------ Total issued 351,279 3,518,424 Shares redeemed (55,761) (546,279) ------------ ------------ Net increase 295,518 $ 2,972,145 ============ ============ June 30, 2003, Mercury Basic Value Fund, Inc. NOTES TO FINANCIAL STATEMENTS (CONCLUDED) Class I Shares for the Year Ended June 30, 2003 Shares Dollar Amount Shares issued to shareholders in reinvestment of dividends 43 $ 374 Shares redeemed (8,374) (70,216) ------------ ------------ Net decrease (8,331) $ (69,842) ============ ============ Class I Shares for the Year Ended June 30, 2002 Shares Dollar Amount Shares sold 20,285 $ 202,038 Shares issued to shareholders in reinvestment of dividends and distributions 18 191 ------------ ------------ Total issued 20,303 202,229 Shares redeemed (4,284) (43,925) ------------ ------------ Net increase 16,019 $ 158,304 ============ ============ 4. Distributions to Shareholders: The tax character of distributions paid during the fiscal years ended June 30, 2003 and June 30, 2002 was as follows: 6/30/2003 6/30/2002 Distributions paid from: Ordinary income $ 28,252 $ 5,159 ------------ ------------ Total taxable distributions $ 28,252 $ 5,159 ============ ============ As of June 30, 2003, the components of accumulated earnings on a tax basis were as follows: Undistributed ordinary income--net $ 19,437 Undistributed long-term capital gains--net -- ------------ Total undistributed earnings--net 19,437 Capital loss carryforward (3,139,344)* Unrealized gains--net 1,417,643** ------------ Total accumulated earnings--net $(1,702,264) ============ *On June 30, 2003, the Fund had a net capital loss carryforward of $3,139,344, of which $1,170,278 expires in 2010 and $1,969,066 expires in 2011. This amount will be available to offset like amounts of any future taxable gains. **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 foreign currency contracts and the deferral of post-October capital losses for tax purposes. June 30, 2003, Mercury Basic Value Fund, Inc. INDEPENDENT AUDITORS' REPORT MERCURY BASIC VALUE FUND, INC. To the Shareholders and Board of Directors of Mercury Basic Value Fund, Inc.: We have audited the accompanying statement of assets and liabilities of Mercury Basic Value Fund, Inc. as of June 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 then ended, and the financial highlights for the respective periods 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. 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, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Mercury Basic Value Fund, Inc. as of June 30, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for the respective periods then ended, in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche LLP Princeton, New Jersey August 8, 2003 June 30, 2003, Mercury Basic Value Fund, Inc. IMPORTANTTAXINFORMATION (UNAUDITED) All of the ordinary income distribution paid by Mercury Basic Value Fund, Inc. to shareholders of record on December 10, 2002 qualifies for the dividends received deduction for corporations. Please retain this information for your records June 30, 2003, Mercury Basic Value Fund, Inc. SCHEDULE OF INVESTMENTS MASTER BASIC VALUE TRUST In U.S. Dollars Shares Percent of Industry+++ Held Common Stocks Value Net Assets Above-Average Yield Metals & Mining 4,690,100 Alcoa Inc. $ 119,597,550 1.6% Metals & Mining 7,683,900 BHP Billiton Limited 44,523,704 0.6 Pharmaceuticals 3,397,900 Bristol-Myers Squibb Company 92,252,985 1.3 Oil & Gas 1,100,000 ChevronTexaco Corporation 79,420,000 1.1 Chemicals 4,000,000 E.I. du Pont de Nemours and Company 166,560,000 2.3 Oil & Gas 8,906,200 Exxon Mobil Corporation 319,821,642 4.3 Personal Products 3,096,500 The Gillette Company 98,654,490 1.4 Aerospace & 5,300,000 Honeywell International Inc. 142,305,000 1.9 Defense Capital Markets 2,864,400 J.P. Morgan Chase & Co. 97,905,192 1.3 Oil & Gas 1,675,000 Kerr-McGee Corporation 75,040,000 1.0 Capital Markets 2,400,000 Mellon Financial Corporation 66,600,000 0.9 Oil & Gas 5,209,500 Royal Dutch Petroleum Company (NY Registered Shares) 242,866,890 3.3 Diversified 5,029,700 SBC Communications Inc. 128,508,835 1.7 Telecommunication Services Food Products 5,122,900 Sara Lee Corporation 96,361,749 1.3 Diversified 3,000,000 Verizon Communications 118,350,000 1.6 Telecommunication Services Commercial 3,662,700 Wachovia Corporation 146,361,492 2.0 Banks 2,035,129,529 27.6 Below-Average Price/Earnings Ratio Insurance 2,579,100 ACE Limited 88,437,339 1.2 Insurance 2,825,000 The Allstate Corporation 100,711,250 1.4 Insurance 3,400,000 American International Group, Inc. 187,612,000 2.5 Commercial 1,250,000 Bank of America Corporation 98,787,500 1.3 Banks Commercial 5,000,000 Bank One Corporation 185,900,000 2.5 Banks Machinery 1,103,500 Caterpillar Inc. 61,420,810 0.8 Diversified 6,018,500 Citigroup Inc. 257,591,800 3.5 Financial Services June 30, 2003, Mercury Basic Value Fund, Inc. SCHEDULE OF INVESTMENTS (CONTINUED) In U.S. Dollars Shares Percent of Industry+++ Held Common Stocks Value Net Assets Below-Average Price/Earnings Ratio (concluded) Auto Components 8,300,000 Delphi Automotive Systems Corporation $ 71,629,000 1.0% Automobiles 4,204,800 Ford Motor Company 46,210,752 0.6 Computers & 5,200,000 Hewlett-Packard Company 110,760,000 1.5 Peripherals Household 5,073,700 Koninklijke (Royal) Philips Durables Electronics NV (NY Registered Shares) 96,958,407 1.3 Hotels, 5,621,800 McDonald's Corporation 124,016,908 1.7 Restaurants & Leisure Pharmaceuticals 1,500,000 Merck & Co., Inc. 90,825,000 1.2 Insurance 1,804,800 MetLife, Inc. 51,111,936 0.7 Capital Markets 2,156,900 Morgan Stanley 92,207,475 1.3 Semiconductors & 2,600,000 ++National Semiconductor Semiconductor Corporation 51,272,000 0.7 Equipment Pharmaceuticals 5,012,900 Schering-Plough Corporation 93,239,940 1.3 Electrical 3,600,000 ++Thomas & Betts Corporation (a) 52,020,000 0.7 Equipment Insurance 6,300,000 Travelers Property Casualty Corp. (Class A) 100,170,000 1.4 Food Products 1,839,900 Unilever NV (NY Registered Shares) 99,354,600 1.3 IT Services 11,500,000 ++Unisys Corporation 141,220,000 1.9 Oil & Gas 6,000,000 Unocal Corporation 172,140,000 2.3 2,373,596,717 32.1 Low Price-to-Book Value Communications 10,690,000 ++3Com Corporation 50,029,200 0.7 Equipment Media 8,600,000 ++AOL Time Warner Inc. 138,374,000 1.9 Semi- 8,000,000 ++Advanced Micro Devices, Inc. 51,280,000 0.7 conductors & Semiconductor Equipment Electronic 3,780,200 ++Agilent Technologies, Inc. 73,902,910 1.0 Equipment & Instruments Aerospace & 2,400,000 The Boeing Company 82,368,000 1.1 Defense June 30, 2003, Mercury Basic Value Fund, Inc. SCHEDULE OF INVESTMENTS (CONTINUED) In U.S. Dollars Shares Percent of Industry+++ Held Common Stocks Value Net Assets Low Price-to-Book Value (continued) Automobiles 2,390,000 DaimlerChrysler AG $ 82,980,800 1.1% Machinery 4,100,000 Deere & Company 187,370,000 2.5 Energy 5,600,000 Diamond Offshore Drilling, Inc. 117,544,000 1.6 Equipment & Service Media 2,097,400 ++Fox Entertainment Group, Inc. (Class A) 60,363,172 0.8 Energy 3,763,200 GlobalSantaFe Corporation 87,833,088 1.2 Equipment & Service Energy 4,115,600 Halliburton Company 94,658,800 1.3 Equipment & Service Insurance 2,809,700 The Hartford Financial Services Group, Inc. 141,496,492 1.9 Paper & Forest 3,100,000 International Paper Company 110,763,000 1.5 Products Household 2,114,200 Kimberly-Clark Corporation 110,234,388 1.5 Products Semi- 10,313,800 ++LSI Logic Corporation 73,021,704 1.0 conductors & Semiconductor Equipment Media 10,998,100 ++Liberty Media Corporation (Class A) 127,138,036 1.7 Communications 22,000,000 ++Lucent Technologies Inc. 44,660,000 0.6 Equipment Metals & Mining 5,824,400 Massey Energy Company (a) 76,590,860 1.0 Semi- 2,000,000 ++Micron Technology, Inc. 23,260,000 0.3 conductors & Semiconductor Equipment Communications 10,343,900 Motorola, Inc. 97,542,977 1.3 Equipment Metals & Mining 3,200,000 ++Phelps Dodge Corporation 122,688,000 1.7 Aerospace & 2,292,800 Raytheon Company 75,295,552 1.0 Defense Computers & 10,000,000 ++Sun Microsystems, Inc. 46,000,000 0.6 Peripherals June 30, 2003, Mercury Basic Value Fund, Inc. SCHEDULE OF INVESTMENTS (CONTINUED) In U.S. Dollars Shares Percent of Industry+++ Held Common Stocks Value Net Assets Low Price-to-Book Value (concluded) Electronic 1,900,000 ++Tektronix, Inc. $ 41,040,000 0.6% Equipment & Instruments Industrial 1,400,000 Textron, Inc. 54,628,000 0.7 Conglomerates Specialty Retail 2,800,000 ++Toys 'R' Us, Inc. 33,936,000 0.5 Media 900,000 Tribune Company 43,470,000 0.6 Media 1,101,800 ++Viacom, Inc. (Class B) 48,104,588 0.6 Media 5,100,000 The Walt Disney Company 100,725,000 1.4 Commercial 6,000,000 Wells Fargo & Co. 302,400,000 4.1 Banks 2,699,698,567 36.5 Special Situations Software 3,935,500 Computer Associates International, Inc. 87,682,940 1.2 Specialty Retail 4,089,900 The Gap, Inc. 76,726,524 1.0 Computers & 1,387,200 International Business Machines Peripherals Corporation 114,444,000 1.6 278,853,464 3.8 Total Common Stocks (Cost--$6,283,624,891) 7,387,278,277 100.0 Beneficial Interest/ Shares Held Short-Term Securities Short-Term Securities $ 61,887,893 Merrill Lynch Liquidity Series, LLC Cash Sweep Series I (b) 61,887,893 0.9 $667,314,520 Merrill Lynch Liquidity Series, LLC Money Market Series (b)(c) 667,314,520 9.0 444,876,345 Merrill Lynch Premier Institutional Fund (b)(c) 444,876,345 6.0 Total Short-Term Securities (Cost--$1,174,078,758) 1,174,078,758 15.9 Number of Contracts Issue Options Purchased Put Options 13,000 American International Group, Inc., Purchased expiring August 2003 at USD 60, Broker Morgan Stanley 6,760,000 0.1 15,000 Citigroup Inc., expiring July 2003 at USD 42.5, Broker UBS Warburg 1,200,000 0.0 June 30, 2003, Mercury Basic Value Fund, Inc. SCHEDULE OF INVESTMENTS (CONTINUED) In U.S. Dollars Number of Percent of Contracts Issue Value Net Assets Options Purchased (concluded) Put Options 10,000 Halliburton Company, expiring Purchased October 2003 at USD 22.5, (concluded) Broker Morgan Stanley $ 1,900,000 0.0% 5,000 International Business Machines Corporation, expiring July 2003 at USD 90, Broker UBS Warburg 3,650,000 0.1 6,000 International Paper Company, expiring October 2003 at USD 37.5, Broker Morgan Stanley 1,860,000 0.0 5,000 J.P. Morgan Chase & Co., expiring September 2003 at USD 32.5, Broker Morgan Stanley 725,000 0.0 20,000 Wells Fargo & Co., expiring July 2003 at USD 50, Broker UBS Warburg 1,100,000 0.0 Total Options Purchased (Premiums Paid--$23,169,500) 17,195,000 0.2 Total Investments (Cost--$7,480,873,149) 8,578,552,035 116.1 Options Written Call Options 13,000 American International Group, Inc., Written expiring August 2003 at USD 60, Broker Morgan Stanley (780,000) 0.0 6,000 Bank of America Corporation, expiring November 2003 at USD 75, Broker Morgan Stanley (3,900,000) (0.1) 15,000 Citigroup Inc., expiring September 2003 at USD 47.5, Broker UBS Warburg (750,000) 0.0 10,000 Halliburton Company, expiring October 2003 at USD 25, Broker Morgan Stanley (1,400,000) 0.0 5,000 International Business Machines Corporation, expiring July 2003 at USD 90, Broker UBS Warburg (125,000) 0.0 6,000 International Paper Company, expiring January 2004 at USD 40, Broker Morgan Stanley (720,000) 0.0 June 30, 2003, Mercury Basic Value Fund, Inc. SCHEDULE OF INVESTMENTS (CONCLUDED) In U.S. Dollars Number of Percent of Contracts Issue Value Net Assets Options Written (concluded) Call Options 5,000 J.P. Morgan Chase & Co., Written expiring September 2003 at (concluded) USD 37.5, Broker Morgan Stanley $ (325,000) 0.0% Total Options Written (Premiums Received-- $10,746,601) (8,000,000) (0.1) Total Investments, Net of Options Written (Cost--$7,470,126,548) 8,570,552,035 116.0 Liabilities in Excess of Other Assets (1,182,057,012) (16.0) --------------- ------ Net Assets $ 7,388,495,023 100.0% =============== ====== ++Non-income producing security. +++For Trust 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 the Trust 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)Investments in companies 5% or more of whose outstanding securities are held by the Trust (such companies are defined as "Affiliated Companies" in Section 2(a)(3) of the Investment Company Act of 1940) are as follows: Net Share Purchase Sales Realized Dividend Affiliate Activity Cost Cost Loss Income Massey Energy Company 212,000 $2,664,112 -- -- $1,152,580 Thomas & Betts Corporation (150,000) $ 785,593 $9,375,316 $(6,551,597) --++ ++Non-income producing security. (b)Investments in companies considered to be an affiliate of the Trust (such companies are defined as "Affiliated Companies" in Section 2(a)(3) of the Investment Company Act of 1940) are as follows: Dividend/ Net Interest Affiliate Activity Income Merrill Lynch Liquidity Series, $ 61,887,893 $1,207,456 LLC Cash Sweep Series I Merrill Lynch Liquidity Series, LLC Money Market Series $ (68,237,361) $ 606,522 Merrill Lynch Premier Institutional Fund (1,265,031,874) $ 714,543 (c)Security was purchased with the cash proceeds from securities loans. See Notes to Financial Statements. June 30, 2003, Mercury Basic Value Fund, Inc. STATEMENT OF ASSETS AND LIABILITIES As of June 30, 2003 MASTER BASIC VALUE TRUST Assets: Investments, at value (including securities loaned of $1,066,563,296) (identified cost--$7,457,703,649) $8,561,357,035 Options purchased, at value (cost--$23,169,500) 17,195,000 Receivables: Securities sold $ 114,354,665 Dividends 10,811,431 Contributions 4,594,361 Interest 187,918 Securities lending--net 47,610 129,995,985 -------------- Prepaid expenses and other assets 23,038 -------------- Total assets 8,708,571,058 -------------- Liabilities: Collateral on securities loaned, at value 1,112,190,865 Options written, at value (premiums received--$10,746,601) 8,000,000 Payables: Securities purchased 152,623,302 Withdrawals 39,810,688 Custodian bank 4,667,800 Investment adviser 2,585,470 Other afffiliates 39,288 199,726,548 -------------- Accrued expenses 158,622 -------------- Total liabilities 1,320,076,035 -------------- Net Assets: Net assets $7,388,495,023 ============== Net Assets Consist of: Investors' capital $6,288,086,244 Unrealized appreciation on investments and foreign currency transactions--net 1,100,408,779 -------------- Net assets $7,388,495,023 ============== See Notes to Financial Statements. June 30, 2003, Mercury Basic Value Fund, Inc. STATEMENT OF OPERATIONS For the Year Ended June 30, 2003 MASTER BASIC VALUE TRUST Investment Income: Dividends (net of $2,341,396 foreign withholding tax) $ 143,720,884 Interest 2,634,438 Securities lending--net 1,321,065 -------------- Total income 147,676,387 ============== Expenses: Investment advisory fees $ 28,621,078 Accounting services 1,078,940 Custodian fees 283,208 Professional fees 189,232 Trustees' fees and expenses 51,567 Printing and shareholder reports 11,440 Pricing fees 690 Other 234,703 -------------- Total expenses 30,470,858 -------------- Investment income--net 117,205,529 -------------- Realized & Unrealized Loss on Investments & Foreign Currency Transactions--Net: Realized loss from: Investments--net (194,115,458) Foreign currency transactions--net (177,565) (194,293,023) Change in unrealized appreciation/depreciation on: Investments--net (63,763,741) Foreign currency transactions--net (16,708) (63,780,449) -------------- -------------- Total realized and unrealized loss on investments and foreign currency transactions--net (258,073,472) -------------- Net Decrease in Net Assets Resulting from Operations $(140,867,943) ============== See Notes to Financial Statements. June 30, 2003, Mercury Basic Value Fund, Inc. STATEMENTS OF CHANGES IN NET ASSETS MASTER BASIC VALUE TRUST For the Year Ended June 30, Increase (Decrease)in Net Assets: 2003 2002 Operations: Investment income--net $ 117,205,529 $ 116,629,770 Realized gain (loss) on investments and foreign currency transactions--net (194,293,023) 162,614,751 Change in unrealized appreciation/depreciation on investments and foreign currency transactions--net (63,780,449) (1,253,288,054) -------------- -------------- Net decrease in net assets resulting from operations (140,867,943) (974,043,533) -------------- -------------- Capital Transactions: Proceeds from contributions 1,032,235,075 2,155,873,351 Fair value of withdrawals (1,810,048,195) (2,284,337,190) -------------- -------------- Net decrease in net assets derived from capital transactions (777,813,120) (128,463,839) -------------- -------------- Net Assets: Total decrease in net assets (918,681,063) (1,102,507,372) Beginning of year 8,307,176,086 9,409,683,458 -------------- -------------- End of year $7,388,495,023 $8,307,176,086 ============== ============== See Notes to Financial Statements. June 30, 2003, Mercury Basic Value Fund, Inc. FINANCIAL HIGHLIGHTS MASTER BASIC VALUE TRUST The following ratios have been derived from information provided in the financial statements. For the For the Period Year Ended October 13, 2000++ June 30, to June 30, 2003 2002 2001 Total Investment Return:** Total investment return (.09%) (9.93%) -- ========== ========== ========== Ratios to Average Net Assets: Expenses .43% .42% .42%* ========== ========== ========== Investment income--net 1.66% 1.33% 1.57%* ========== ========== ========== Supplemental Data: Net assets, end of period (in thousands) $7,388,495 $8,307,176 $9,409,683 ========== ========== ========== Portfolio turnover 31.92% 38.15% 37.53% ========== ========== ========== *Annualized. **Total return is required to be disclosed for fiscal years beginning after December 15, 2000. ++Commencement of operations. See Notes to Financial Statements. June 30, 2003, Mercury Basic Value Fund, Inc. NOTES TO FINANCIAL STATEMENTS MASTER BASIC VALUE TRUST 1. Significant Accounting Policies: Master Basic Value Trust (the "Trust") is registered under the Investment Company Act of 1940, as amended, and is organized as a Delaware statutory trust. The Declaration of Trust permits the Trustees to issue nontransferable interests in the Trust, subject to certain limitations. The Trust's financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require the use of management accruals and estimates. The following is a summary of significant accounting policies followed by the Trust. (a) Valuation of investments--Portfolio securities that are traded on stock exchanges or the Nasdaq National Market are valued at the last sale price or official closing price on the exchange on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price for long positions and at the last available ask price for short positions. Securities that are traded in the over- the-counter market are valued at the last available bid price prior to the time of valuation. In cases where securities are traded on more than one exchange, the securities are valued on the exchange designated by or under the authority of the Board of Trustees as the primary market. Securities that are traded both in the over-the- counter market and on a stock exchange are valued according to the broadest and most representative market. Options written are valued at the last sale price in the case of exchange-traded options. In the case of options traded in the over-the-counter market, valuation is the last asked price. Short-term securities are valued at amortized cost, which approximates market value. Other investments are stated at market value. Securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Board of Trustees of the Trust, including valuations furnished by a pricing service retained by the Trust which may use a matrix system for valuations. Occasionally, events affecting the values of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the market on which such securities trade) and the close of business on the NYSE. If events (for example, company announcement, natural disasters, market volatility) occur during such periods that are expected to materially affect the value for such securities, those securities may be valued at their fair market value as determined in good faith by the Trust's Board of Trustees or by the investment adviser using a pricing service and/or procedures approved by the Board of Trustees of the Trust. (b) Derivative financial instruments--The Trust may engage in various portfolio investment strategies both to increase the return of the Trust and to hedge, or protect, its exposure to interest rate movement and movements in the securities markets. Losses may arise due to changes in the value of the contract or if the counterparty does not perform under the contract. June 30, 2003, Mercury Basic Value Fund, Inc. NOTES TO FINANCIAL STATEMENTS (CONTINUED) * Options--The Trust is authorized to purchase and write covered call and put options. When the Trust writes an option, an amount equal to the premium received by the Trust 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 the Trust enters into a closing transaction), the Trust realizes a gain or loss on the option to the extent of the premiums received or paid (or gain or loss to the extent the cost of the closing transaction exceeds the premium paid or received). Written and purchased options are non-income producing investments. (c) Foreign currency transactions--Transactions denominated in foreign currencies are recorded at the exchange rate prevailing when recognized. Assets and liabilities denominated in foreign currencies are valued at the exchange rate at the end of the period. Foreign currency transactions are the result of settling (realized) or valuing (unrealized) assets or liabilities expressed in foreign currencies into U.S. dollars. Realized and unrealized gains or losses from investments include the effects of foreign exchange rates on investments. (d) Income taxes--The Trust is classified as a partnership for Federal income tax purposes. As such, each investor in the Trust is treated as owner of its proportionate share of the net assets, income, expenses and realized and unrealized gains and losses of the Trust. Therefore, no Federal income tax provision is required. Under the applicable foreign tax law, a withholding tax may be imposed on interest, dividends and capital gains at various rates. It is intended that the Trust's assets will be managed so an investor in the Trust can satisfy the requirements of subchapter M of the Internal Revenue Code. (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. June 30, 2003, Mercury Basic Value Fund, Inc. NOTES TO FINANCIAL STATEMENTS (CONTINUED) (f) Securities lending--The Trust 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 Trust and any additional required collateral is delivered to the Trust on the next business day. Where the Trust receives securities as collateral for the loaned securities, it collects a fee from the borrower. The Trust typically receives the income on the loaned securities but does not receive the income on the collateral. Where the Trust receives cash collateral, it may invest such collateral and retain the amount earned on such investment, net of any amount rebated to the borrower. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within five business days. The Trust 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 Trust could experience delays and costs in gaining access to the collateral. The Trust 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. (g) Custodian bank--The Trust recorded an amount payable to the custodian bank reflecting an overnight overdraft, which resulted from a failed trade that settled the next day. 2. Investment Advisory Agreement and Transactions with Affiliates: The Trust 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. FAM is responsible for the management of the Trust's portfolio and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of the Trust. For such services, the Trust pays a monthly fee upon the average daily value of the Trust's net assets at the following annual rates: .60% of the Trust's average net assets not exceeding $100 million; .50% of average daily net assets in excess of $100 million but not exceeding $200 million; and .40% of average daily net assets in excess of $200 million. The Trust has received an exemptive order from the Securities and Exchange Commission permitting it to lend portfolio securities to Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), a subsidiary of ML & Co., or its affiliates. As of June 30, 2003, the Trust lent securities with a value of $285,129,040 to MLPF&S or its affiliates. Pursuant to that order, the Trust 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 Trust, invest cash collateral received by the Trust 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 June 30, 2003, MLIM, LLC received $612,005 in securities lending agent fees. In addition, MLPF&S received $1,102,194 in commissions on the execution of portfolio security transactions for the Trust for the year ended June 30, 2003. June 30, 2003, Mercury Basic Value Fund, Inc. NOTES TO FINANCIAL STATEMENTS (CONTINUED) For the year ended June 30, 2003, the Trust reimbursed FAM $155,411 for certain accounting services. Certain officers and/or trustees of the Trust are officers and/or directors of FAM, PSI, and/or ML & Co. 3. Investments: Purchases and sales of investments, excluding short-term securities, for the year ended June 30, 2003 were $2,215,969,550 and $2,497,547,710, respectively. Net realized gains (losses) for the year ended June 30, 2003 and net unrealized gains (losses) as of June 30, 2003 were as follows: Realized Unrealized Gains (Losses) Gains (Losses) Long-term investments $(209,902,751) $1,103,653,386 Short-term investments 1,233 -- Options purchased (3,735,458) (5,974,500) Options written 19,521,518 2,746,601 Foreign currency transactions (177,565) (16,708) -------------- -------------- Total $(194,293,023) $1,100,408,779 ============== ============== As of June 30, 2003, net unrealized appreciation for Federal income tax purposes aggregated $1,022,970,844, of which $1,680,240,231 related to appreciated securities and $657,269,387 related to depreciated securities. At June 30, 2003, the aggregate cost of investments, net of options written, for Federal income tax purposes was $7,547,581,191. Transactions in call options written for the year ended June 30, 2003 were as follows: Number of Premiums Contracts Received Outstanding call options written, beginning of year 10,000 $ 805,975 Options written 203,000 36,214,207 Options closed (63,000) (10,955,665) Options expired (90,000) (15,317,916) -------------- -------------- Outstanding call options written, end of year 60,000 $ 10,746,601 ============== ============== Transactions in put options written for the year ended June 30, 2003 were as follows: Number of Premiums Contracts Received Outstanding put options written, beginning of year -- -- Options written 20,000 $ 2,041,937 Options closed (20,000) (2,041,937) -------------- -------------- Outstanding put options written, end of year -- $ -- ============== ============== June 30, 2003, Mercury Basic Value Fund, Inc. NOTES TO FINANCIAL STATEMENTS (CONCLUDED) 4. Short-Term Borrowings: The Trust, along with certain other funds managed by FAM and its affiliates, is a party to a $500,000,000 credit agreement with Bank One, N.A. and certain other lenders. The Trust may borrow under the credit agreement to fund investor withdrawals and for other lawful purposes other than for leverage. The Trust may borrow up to the maximum amount allowable under the Trust's current prospectus and statement of additional information, subject to various other legal, regulatory or contractual limits. The Trust pays a commitment fee of ..09% per annum based on the Trust's pro rata share of the unused portion of the credit agreement. Amounts borrowed under the credit agreement bear interest at a rate equal to, at each fund's election, the Federal Funds rate plus .50% or a base rate as determined by Bank One, N.A. On November 29, 2002, the credit agreement was renewed for one year under the same terms, except that the commitment was reduced from $1,000,000,000 to $500,000,000. The Trust did not borrow under the credit agreement during the year ended June 30, 2003. 5. Commitments: At June 30, 2003, the Trust had entered into foreign exchange contracts under which it had agreed to purchase foreign currency with an approximate value of $12,450,000. June 30, 2003, Mercury Basic Value Fund, Inc. INDEPENDENT AUDITORS' REPORT MASTER BASIC VALUE TRUST To the Investors and Board of Trustees of Master Basic Value Trust: We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Master Basic Value Trust as of June 30, 2003, and the related statement 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 the respective periods then ended. These financial statements and financial highlights are the responsibility of the Trust'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 from 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 June 30, 2003, by correspondence with the custodian and brokers; where replies were not received from brokers, 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 Master Basic Value Trust as of June 30, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for the respective periods then ended, in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche LLP Princeton, New Jersey August 8, 2003 June 30, 2003, Mercury Basic Value Fund, Inc. OFFICERS AND DIRECTORS/TRUSTEES INTERESTED DIRECTOR/TRUSTEE Number of Other Public Portfolios in Directorships Position(s) Length Fund Complex Held by Held of Time Overseen by Director/ Name, Address & Age with Fund Served Principal Occupation(s) During Past 5 Years Director/Trustee Trustee Terry K. Glenn* President 1999 to President and Chairman of Merrill Lynch 114 Funds None P.O. Box 9011 and present Investment Managers, L.P. ("MLIM")/Fund 159 Portfolios Princeton, Director/ and Asset Management, L.P. ("FAM")--Advised NJ 08543-9011 Trustee 1983 to Funds since 1999; Chairman (Americas Age: 62 present Region) 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. from 1985 to 2002. *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/Trustee's term is unlimited. Directors/Trustees 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/Trustees. INDEPENDENT DIRECTORS/TRUSTEES* Donald W. Burton Director/ 2002 to Manager of The Burton Partnership, Limited 21 Funds ITC DeltaCom, P.O. Box 9095 Trustee present Partnership since 1979; Managing General 35 Portfolios Inc.; ITC Princeton, Partner of the South Atlantic Venture Funds, Holding NJ 08543-9095 Limited Partnerships and Chairman of South Company, Inc.; Age: 59 Atlantic Private Equity Fund IV, Limited Knology, Inc.; Partnership since 1983; Member of the MainBancorp, Investment Advisory Council of the Florida N.A.; PriCare, State Board of Administration since 2001. Inc.; Symbion,Inc. M. Colyer Crum Director/ 1977 to James R. Williston Professor of Investment 22 Funds Cambridge P.O. Box 9095 Trustee present Management Emeritus, Harvard Business 36 Portfolios Bancorp Princeton, School since 1996; Chairman and Director, NJ 08543-9095 Phaeton International, Ltd. from 1985 to Age: 71 present; Director, Cambridge Bancorp since 1969. Laurie Simon Hodrick Director/ 1999 to Professor of Finance and Economics, 21 Funds None P.O. Box 9095 Trustee present Graduate School of Business, Columbia 35 Portfolios Princeton, University since 1998; Associate NJ 08543-9095 Professor of Finance and Economics, Age: 40 Graduate School of Business,Columbia University from 1996 to 1998. Fred G. Weiss Director/ 1998 to Managing Director of FGW Associates 21 Funds Watson Pharma- P.O. Box 9095 Trustee present since 1997; Vice President, Planning, 35 Portfolios ceuticals, Inc. Princeton, Investment and Development of Warner NJ 08543-9095 Lambert Co. from 1979 to 1997; Director, Age: 61 BTG International, PLC since 2001; Director, Watson Pharmaceuticals, Inc. since 2000. *The Director's/Trustee's term is unlimited. Directors/Trustees serve until their resignation, removal or death, or until December 31 of the year in which they turn 72. June 30, 2003, Mercury Basic Value Fund, Inc. OFFICERS AND DIRECTORS/TRUSTEES (CONCLUDED) FUND OFFICERS Position(s) Length Held of Time Name, Address & Age with Fund Served* Principal Occupation(s) During Past 5 Years Donald C. Burke Vice 1993 to First Vice President of MLIM and FAM since 1997 and Treasurer thereof since P.O. Box 9011 President present 1999; Senior Vice President and Treasurer of Princeton Services since 1999; Princeton, and and 1999 Vice President of FAMD since 1999; Director of MLIM Taxation since 1990. NJ 08543-9011 Treasurer to Age: 43 present Robert C. Doll, Jr. Senior 1999 to President of MLIM and member of the Executive Management Committee of ML&Co., P.O. Box 9011 Vice present Inc. since 2001; Global Chief Investment Officer and Senior Portfolio Manager Princeton, President of MLIM since 1999; Chief Investment Officer of Equities at Oppenheimer Funds, NJ 08543-9011 Inc. from 1990 to 1999 and Chief Investment Officer thereof from 1998 to 1999; Age: 48 Executive Vice President of Oppenheimer Funds, Inc. from 1991 to 1999. Robert J. Martorelli Vice 2002 to Managing Director of MLIM since 2000; Director (Equities) of MLIM from 1997 P.O. Box 9011 President present to 2000. Princeton, NJ 08543-9011 Age: 45 Kevin M. Rendino Vice 1999 to Managing Director of MLIM since 2000; Director (Equities) of MLIM from 1997 P.O. Box 9011 President present to 2000. Princeton, NJ 08543-9011 Age: 36 Phillip S. Gillespie Acting 2003 to First Vice President of MLIM since 2001; Director (Legal Advisory) of MLIM P.O. Box 9011 Secretary present from 2000 to 2001; Vice President of MLIM from 1999 to 2000 and Attorney Princeton, associated with MLIM since 1998; Assistant General Counsel of Chancellor NJ 08543-9011 LGT Asset Management, Inc. from 1997 to 1998. Age: 39 *Officers of the Fund serve at the pleasure of the Board of Directors/Trustees. 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 1-888-763-2260. Custodian The Bank of New York 100 Church Street New York, NY 10286 Transfer Agent Financial Data Services, Inc. 4800 Deer Lake Drive East Jacksonville, FL 32246-6484 888-763-2260 June 30, 2003, Mercury Basic Value Fund, Inc. Item 2 - Did registrant adopt a code of ethics, as of the end of the period covered by this report, that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party? If not, why not? Briefly describe any amendments or waivers that occurred during the period. State here if code of ethics/amendments/waivers are on website and give website address-. State here if fund will send code of ethics to shareholders without charge upon request--N/A (annual requirement only and not required to be answered until the registrant's fiscal year-end on or after July 15, 2003) Item 3 - Did the registrant's board of directors determine that the registrant either: (i) has at least one audit committee financial expert serving on its audit committee; or (ii) does not have an audit committee financial expert serving on its audit committee? If yes, disclose name of financial expert and whether he/she is "independent," (fund may, but is not required, to disclose name/ independence of more than one financial expert) If no, explain why not. -N/A (annual requirement only and not required to be answered until the registrant's fiscal year-end on or after July 15, 2003) Item 4 - Disclose annually only (not answered until December 15, 2003) (a) Audit Fees - Disclose aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. N/A. (b) Audit-Related Fees - Disclose aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category. N/A. (c) Tax Fees - Disclose aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category. N/A. (d) All Other Fees - Disclose aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category. N/A. (e)(1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. N/A. (e)(2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. N/A. (f) If greater than 50%, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. N/A. (g) Disclose the aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant. N/A. (h) Disclose whether the registrant's audit committee has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. N/A. Item 5 - If the registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act, state whether or not the registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. If the registrant has such a committee, however designated, identify each committee member. If the entire board of directors is acting as the registrant's audit committee in Section 3(a)(58)(B) of the Exchange Act, so state. If applicable, provide the disclosure required by Rule 10A-3(d) under the Exchange Act regarding an exemption from the listing standards for audit committees. N/A (Listed issuers must be in compliance with the new listing rules by the earlier of their first annual shareholders meeting after January 2004, or October 31, 2004 (annual requirement)) Item 6 - Reserved Item 7 - For closed-end funds that contain voting securities in their portfolio, describe the policies and procedures that it uses to determine how to vote proxies relating to those portfolio securities. N/A Item 8--Reserved Item 9(a) - The registrant's certifying officers have reasonably designed such disclosure controls and procedures to ensure material information relating to the registrant is made known to us by others particularly during the period in which this report is being prepared. The registrant's certifying officers have determined that the registrant's disclosure controls and procedures are effective based on our evaluation of these controls and procedures as of a date within 90 days prior to the filing date of this report. Item 9(b)--There were no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Item 10 - Exhibits 10(a) - Attach code of ethics or amendments/waivers, unless code of ethics or amendments/waivers is on website or offered to shareholders upon request without charge. N/A. 10(b) - Attach certifications pursuant to Section 302 of the Sarbanes-Oxley Act. Attached hereto. Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Mercury Basic Value Fund, Inc. By: _/s/ Terry K. Glenn_______ Terry K. Glenn, President of Mercury Basic Value Fund, Inc. Date: August 21, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: _/s/ Terry K. Glenn________ Terry K. Glenn, President of Mercury Basic Value Fund, Inc. Date: August 21, 2003 By: _/s/ Donald C. Burke________ Donald C. Burke, Chief Financial Officer of Mercury Basic Value Fund, Inc. Date: August 21, 2003 Attached hereto as a furnished exhibit are the certifications pursuant to Section 906 of the Sarbanes-Oxley Act.