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 811-2739 Merrill Lynch Basic Value Fund, Inc. Address: P.O. Box 9011 Princeton, NJ 08543-9011 Name and address of agent for service: Terry K. Glenn, President, Merrill Lynch 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: 6/30/03 Date of reporting period: 07/01/02 - 12/31/02 Item 1 - Is shareholder report attached? - Y (BULL LOGO) Merrill Investment Managers Semi-Annual Report December 31, 2002 Merrill Lynch Basic Value Fund, Inc. 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. Merrill Lynch Basic Value Fund, Inc. Box 9011 Princeton, NJ 08543-9011 Printed on post-consumer recycled paper MERRILL LYNCH BASIC VALUE FUND, INC. TO OUR SHAREHOLDERS For the six-month period ended December 31, 2002, Merrill Lynch Basic Value Fund, Inc.'s Class A, Class B, Class C and Class D Shares had total returns of -10.23%, -10.66%, -10.70% and -10.34%, respectively. The Fund's returns outperformed the -12.58% return for the unmanaged Standard & Poor's (S&P) 500 Barra Value Index for the same period. For the year ended December 31, 2002, the Fund's Class A, Class B, Class C and Class D Shares had total returns of -16.79%, - -17.64%, -17.65% and -17.03%, respectively, outdistancing the - -20.85% return for the S&P 500 Barra Value Index. (Investment results shown do not reflect sales charges and would be lower if sales charges were included. Complete performance information can be found on pages 3 and 4 of this report to shareholders.) While we achieved good relative performance, we know that having positive absolute returns are what we are all interested in. That said, we cannot change the environment; we can only do our best within the framework of what the environment is, and clearly, the last three years have been a period where preserving capital has been paramount. In that three-year time frame, the Fund's performance of - -14.59%, -17.16%, -17.20% and -15.25% for Class A, Class B, Class C and Class D Shares, respectively, has fared much better than the - -23.53% return for the Dow Jones Industrial Average, the -37.61% return for the S&P 500 Index and the -67.18% return for the NASDAQ Composite Index. While we are pleased with our relative performance, 2002 did not turn out as expected on an absolute basis. If someone had told us in the beginning of the year that we would have 3+% gross domestic product growth, 5.5% productivity growth, no inflation and a year- ending Federal Funds rate of 1.25%, it would have been inconceivable for us to believe that the S&P 500 Index would be down 22.1%. Impossible, especially considering that we were coming off two back- to-back down years. 2002 news headlines centered around corporate governance and global conflict: Enron Corporation, WorldCom, Inc., Tyco International Ltd., Iraq, North Korea and worries of future terrorist attacks. These were the issues that caused confidence to plummet and confidence in the financial markets to evaporate. Economic issues had less to do with the destruction in equity prices than geopolitical worries and accounting fears. There is no doubt that we did not experience a powerful economic recovery in 2002. On its own, the economy was healthy enough to provide for a much better stock market had the above issues been less of a factor. In a vacuum, it was not the U.S. economy that was broken. 2002-reported economic statistics, albeit choppy, bore that out. It was confidence that was lost and shattered in an environment where the overriding concern was "Can you trust the numbers?" While we underestimated the damage those issues would have on equity prices, new legislation has already been put into place requiring chief executive officers to sign off on their reported results. While it may take time for confidence to be restored, we should at least be comforted by the notion that when the United States faces a crisis, immediate action is taken. Geopolitical issues in the aftermath of September 11, 2001 also weighed on the market for most of 2002. In the early months of 2003, the significant uncertainty surrounding Iraq is likely to be resolved in what we hope is a positive outcome. We believe a resolution would be viewed as a positive lift for the market. Portfolio Matters During the six-month period ended December 31, 2002, we generated positive performance from security selection across a number of sectors including: consumer discretionary (Fox Entertainment Group, Inc. and Tribune Company); consumer staples (Sara Lee Corporation, The Clorox Company and The Procter & Gamble Company); energy (Halliburton Company); financials (Wells Fargo Company and Wachovia Corporation); health care (Boston Scientific Corporation and Merck & Co., Inc.); industrials (Deere & Company and Eaton Corporation); information technology (International Business Machines Corporation, Unisys Corporation and Hewlett-Packard Company); and materials (E.I. du Pont de Nemours and Company). Merrill Lynch Basic Value Fund, Inc., December 31, 2002 Disappointing stock performance came across a variety of sectors as well during the period. These sectors included: technology (Philips Electronics NV and Motorola Inc.); consumer discretionary (McDonald's Corporation); energy (Diamond Offshore Drilling, Inc. and Unocal Corporation); industrials (Honeywell International Inc.); materials (Georgia-Pacific Group, Phelps Dodge Corporation and International Paper Company); and communications (Verizon Communications). For the six-month period ended December 31, 2002, security purchases totaled $1.1 billion (15.6% of net assets) and security sales equaled $1.3 billion (18.5% of net assets). Companies that we added to the portfolio included Alcan Aluminium Ltd., AOL Time Warner Inc., The Boeing Company, GlobalSantaFe Corporation, Kimberly-Clark Corporation, The Limited, Inc., Lincoln National Corporation and Raytheon Company. In the particular case of Kimberly-Clark, a leading personal care products company, the company has been plagued by a myriad of issues, including intensified competitive pressures, weak Latin American results, adverse currency trends and new product launch costs. The good news is that these impediments are expected to ease as we progress through 2003. Thus, with the shares trading at a very reasonable 14 times 2003 earnings per share, the risk/ reward appears favorable to us. Kimberly-Clark holds a commanding share in many attractive categories, enjoys high profit margins and generates sizeable cash flow. The Boeing Company's shares were purchased given the historically low valuation parameters assigned to the shares. At current prices, Boeing shares reflect continued deterioration of the commercial aircraft business, which, we believe, is nearing its bottom. Furthermore, geopolitical unease bodes well for the defense segment of the company, which produces the lion's share of earnings. Guidant Corporation, a medical devices company, was purchased on news that its efforts to establish a drug-coated stent had failed. The shares were trading at a price that valued only Guidant's non- stent business. As the company pursues yet another avenue to enter the lucrative drug-coated stent market, we believe that the valuation and earnings should improve, providing ample reward for shareholders. AOL Time Warner shares were purchased as investors are overdiscounting the dire straits of the AOL on-line business segment. While challenged with strategic issues in this one division, the remaining assets, which account for 80% of total profits, are performing well and are being overlooked. Other additions to existing positions in order of magnitude included Royal Dutch Petroleum Company, Exxon Mobil Corporation, Honeywell International Inc., Morgan Stanley, International Paper Company, Motorola, Inc. and National Semiconductor Corporation. On the sell side, we eliminated our holdings in Boston Scientific Corporation, The Clorox Company and Gannett Co., Inc., all with sizeable gains after the stocks reached our price targets. Axa, Georgia-Pacific Group, Schlumberger Limited and Vivendi Universal were sold at losses following disappointing earnings outlooks. Reductions to current holdings in order of most capital raised included The Procter & Gamble Company, Hewlett-Packard Company, Tribune Company, Fox Entertainment Group, Inc. and Bank of America Corporation. 2002 marked the third consecutive year that the market declined, the first time that has happened since the Great Depression days of 1939 - 1941. In fact, December 2002 was the worst December for the equity market since 1931. What is ahead in 2003? While certainly cognizant of the risks, both geopolitical and economic, accommodative monetary and fiscal policy, low inflation, rising productivity, improving profitability for corporate America and reasonable valuations lead us to conclude that 2003 should be a recovery year for the U.S. stock market. If it was only the economy that mattered in 2002, last year might have been the recovery year we envisioned at the start. We have witnessed a worse economy than the one we have today. We view the real estate recession of 1990 - 1991 as far worse, as it strained the banking system almost to the point of failure. It was the factors of reprehensible corporate governance and geopolitical concerns that held the market back in 2002. If these issues are minimized and contained, it is our belief that we are in for a positive return for the market in the year ahead. We remain positioned for a cyclical rebound in the market and a sustained economic recovery. We have overweighted positions in consumer staples, health care, information technology, consumer discretionary, materials and energy. We have underweighted positions in financials, telecommunication services, industrials and cash. Merrill Lynch Basic Value Fund, Inc., December 31, 2002 In Conclusion We thank you for your continued support and investment in Merrill Lynch Basic Value Fund, Inc., and we look forward to reviewing our outlook and strategy with you in our next report to shareholders. Sincerely, (Terry K. Glenn) Terry K. Glenn President and Director/Trustee (Kevin M. Rendino) Kevin M. Rendino Senior Vice President and Co-Portfolio Manager (Robert J. Martorelli) Robert J. Martorelli Senior Vice President and Co-Portfolio Manager January 31, 2003 We are pleased to announce that Robert J. Martorelli has been named Co-Portfolio Manager of Merrill Lynch Basic Value Fund, Inc. Mr. Martorelli has been First Vice President of Merrill Lynch Investment Managers, L.P. since 1997, Vice President thereof from 1987 to 1997 and Portfolio Manager thereof since 1987. PORTFOLIO INFORMATION As of December 31, 2002 Percent of Ten Largest Equity Holdings Net Assets Exxon Mobil Corporation 4.3% Wells Fargo Company 4.1 Royal Dutch Petroleum Company (NY Registered Shares) 3.1 Wachovia Corporation 3.1 Unocal Corporation 3.1 Citigroup Inc. 3.0 Deere & Company 2.8 American International Group, Inc. 2.7 Bank One Corporation 2.6 E.I. du Pont de Nemours and Company 2.4 Merrill Lynch Basic Value Fund, Inc., December 31, 2002 PERFORMANCE DATA About Fund Performance Investors are able to purchase shares of the Fund through the Merrill Lynch Select Pricing SM System, which offers four pricing alternatives: * Class A Shares incur a maximum initial sales charge (front-end load) of 5.25% and bear no ongoing distribution or account maintenance fees. Class A Shares are available only to eligible investors. * Effective June 1, 2001, Class B Shares are subject to a maximum contingent deferred sales charge of 4% declining to 0% after six years. All Class B Shares purchased prior to June 1, 2001 will maintain the four-year schedule. 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 D Shares after approximately eight years. (There is no initial sales charge for automatic share conversions.) * 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 are subject to a 1% contin-gent deferred sales charge if redeemed within one year of purchase. * Class D Shares incur a maximum initial sales charge of 5.25% and an account maintenance fee of 0.25% (but no distribution fee). 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. Merrill Lynch Basic Value Fund, Inc., December 31, 2002 PERFORMANCE DATA (continued) Average Annual Total Return % Return Without % Return With Sales Charge Sales Charge** Class A Shares* One Year Ended 12/31/02 -16.79% -21.16% Five Years Ended 12/31/02 + 1.16 + 0.07 Ten Years Ended 12/31/02 +10.34 + 9.75 *Maximum sales charge is 5.25%. (Prior to October 21, 1994, Class A Shares were offered at a higher sales charge. Thus, actual returns would have been lower than shown for the ten-year period.) **Assuming maximum sales charge. % Return % Return Without CDSC With CDSC** Class B Shares* One Year Ended 12/31/02 -17.64% -20.83% Five Years Ended 12/31/02 + 0.13 - 0.12 Ten Years Ended 12/31/02 + 9.22 + 9.22 *Maximum contingent deferred sales charge is 4% and is reduced to 0% after 6 years. **Assuming payment of applicable contingent deferred sales charge. % Return % Return Without CDSC With CDSC** Class C Shares* One Year Ended 12/31/02 -17.65% -18.45% Five Years Ended 12/31/02 + 0.12 + 0.12 Inception (10/21/94) through 12/31/02 + 8.44 + 8.44 *Maximum contingent deferred sales charge is 1% and is reduced to 0% after 1 year. **Assuming payment of applicable contingent deferred sales charge. % Return Without % Return With Sales Charge Sales Charge** Class D Shares* One Year Ended 12/31/02 -17.03% -21.39% Five Years Ended 12/31/02 + 0.90 - 0.18 Inception (10/21/94) through 12/31/02 + 9.28 + 8.57 *Maximum sales charge is 5.25%. **Assuming maximum sales charge. Merrill Lynch Basic Value Fund, Inc., December 31, 2002 PERFORMANCE DATA (concluded) Recent Performance Results Ten-Year/ 6-Month 12-Month Since Inception As of December 31, 2002 Total Return Total Return Total Return ML Basic Value Fund Class A Shares* -10.23% -16.79% +167.48% ML Basic Value Fund Class B Shares* -10.66 -17.64 +141.57 ML Basic Value Fund Class C Shares* -10.70 -17.65 + 94.21 ML Basic Value Fund Class D Shares* -10.34 -17.03 +107.00 S&P 500 Index** -10.30 -22.10 +144.33/+114.22 S&P 500 Barra Value Index*** -12.58 -20.85 +145.31/+102.18 *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 ex-dividend date. The Fund's ten-year/since inception periods are ten years for Class A & Class B Shares and from 10/21/94 for Class C & Class D Shares, respectively. **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 returns are for ten years and from 10/31/94, respectively. ***This unmanaged 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. Merrill Lynch Basic Value Fund, Inc., December 31, 2002 FINANCIAL INFORMATION Statement of Assets and Liabilities Merrill Lynch Basic Value Fund, Inc. As of December 31, 2002 Assets: Investment in Master Basic Value Trust, at value (identified cost--$6,621,306,023) $ 6,995,627,585 Prepaid registration fees 89,488 --------------- Total assets 6,995,717,073 --------------- Liabilities: Distributor payable 2,265,504 Accrued expenses 1,050,600 --------------- Total liabilities 3,316,104 --------------- Net Assets: Net assets $ 6,992,400,969 =============== Net Assets Class A Shares of Common Stock, $.10 par value, 400,000,000 Consist of: shares authorized $ 14,322,650 Class B Shares of Common Stock, $.10 par value, 400,000,000 shares authorized 7,246,961 Class C Shares of Common Stock, $.10 par value, 200,000,000 shares authorized 2,096,222 Class D Shares of Common Stock, $.10 par value, 200,000,000 shares authorized 6,515,246 Paid-in capital in excess of par 6,770,663,553 Undistributed investment income--net $ 410,776 Accumulated realized capital losses on investments from the Trust--net (183,176,001) Unrealized appreciation on investments from the Trust--net 374,321,562 --------------- Total accumulated earnings--net 191,556,337 --------------- Net assets $ 6,992,400,969 =============== Net Asset Value: Class A--Based on net assets of $3,345,843,174 and 143,226,504 shares outstanding $ 23.36 =============== Class B--Based on net assets of $1,659,326,577 and 72,469,609 shares outstanding $ 22.90 =============== Class C--Based on net assets of $470,186,905 and 20,962,223 shares outstanding $ 22.43 =============== Class D--Based on net assets of $1,517,044,313 and 65,152,462 shares outstanding $ 23.28 =============== See Notes to Financial Statements. Merrill Lynch Basic Value Fund, Inc., December 31, 2002 FINANCIAL INFORMATION (continued) Statement of Operations Merrill Lynch Basic Value Fund, Inc. For the Six Months Ended December 31, 2002 Investment Net investment income allocated from the Trust: Income from the Dividends (net of $578,910 foreign withholding tax) $ 69,749,401 Trust--Net: Interest 2,066,635 Securities lending--net 801,879 Expenses (15,760,957) --------------- Net investment income from the Trust 56,856,958 --------------- Expenses: Account maintenance and distribution fees--Class B $ 8,878,968 Transfer agent fees--Class A 2,847,399 Account maintenance and distribution fees--Class C 2,406,510 Account maintenance fees--Class D 1,946,388 Transfer agent fees--Class B 1,696,222 Transfer agent fees--Class D 1,276,376 Transfer agent fees--Class C 485,682 Printing and shareholder reports 144,711 Registration fees 97,180 Professional fees 77,219 Directors' fees and expenses 17,962 Other 19,815 --------------- Total expenses 19,894,432 --------------- Investment income--net 36,962,526 --------------- Realized & Realized loss on investments from the Trust--net (117,828,772) Unrealized Loss Change in unrealized appreciation on investments from the from the Trust--net (789,445,703) Trust--Net: --------------- Total realized and unrealized loss from the Trust--net (907,274,475) --------------- Net Decrease in Net Assets Resulting from Operations $ (870,311,949) =============== See Notes to Financial Statements. Merrill Lynch Basic Value Fund, Inc., December 31, 2002 FINANCIAL INFORMATION (continued) Statements of Changes in Net Assets Merrill Lynch Basic Value Fund, Inc. For the Six For the Months Ended Year Ended December 31, June 30, Increase (Decrease) in Net Assets: 2002 2002 Operations: Investment income--net $ 36,962,526 $ 69,701,061 Realized gain (loss) on investments from the Trust--net (117,828,772) 163,985,596 Change in unrealized appreciation on investments from the Trust--net (789,445,703) (1,253,541,135) --------------- --------------- Net decrease in net assets resulting from operations (870,311,949) (1,019,854,478) --------------- --------------- Dividends & Investment income--net: Distributions to Class A (49,088,458) (51,997,196) Shareholders: Class B (4,440,205) (6,556,952) Class C (1,875,542) (1,733,298) Class D (17,970,278) (18,068,168) Realized gain on investments from the Trust--net: Class A (94,987,362) (388,624,020) Class B (50,808,427) (260,912,962) Class C (13,766,398) (43,091,171) Class D (42,802,984) (163,037,191) --------------- --------------- Net decrease in net assets resulting from dividends and distributions to shareholders (275,739,654) (934,020,958) --------------- --------------- Capital Share Net increase (decrease) in net assets derived from capital Transactions: share transactions (150,053,931) 841,533,280 --------------- --------------- Net Assets: Total decrease in net assets (1,296,105,534) (1,112,342,156) Beginning of period 8,288,506,503 9,400,848,659 --------------- --------------- End of period* $ 6,992,400,969 $ 8,288,506,503 =============== =============== *Undistributed investment income--net $ 410,776 $ 36,822,733 =============== =============== See Notes to Financial Statements. Merrill Lynch Basic Value Fund, Inc., December 31, 2002 FINANCIAL INFORMATION (continued) Financial Highlights Merrill Lynch Basic Value Fund, Inc. Class A The following per share data and ratios For the have been derived from information Six Months provided in the financial statements. Ended Dec. 31, For the Year Ended June 30, Increase (Decrease) in Net Asset Value: 2002 2002 2001+++++ 2000 1999 Per Share Net asset value, beginning of period $ 27.14 $ 33.77 $ 37.12 $ 43.70 $ 41.55 Operating ---------- ---------- ---------- ---------- ---------- Performance: Investment income--net++ .17 .35 .55 .66 .76 Realized and unrealized gain (loss) on investments and from the Trust--net (2.94) (3.53) 2.51 (3.14) 4.61 ---------- ---------- ---------- ---------- ---------- Total from investment operations (2.77) (3.18) 3.06 (2.48) 5.37 ---------- ---------- ---------- ---------- ---------- Less dividends and distributions: Investment income--net (.34) (.40) (.65) (.72) (.81) Realized gain on investments and from the Trust--net (.67) (3.05) (5.76) (3.38) (2.41) ---------- ---------- ---------- ---------- ---------- Total dividends and distributions (1.01) (3.45) (6.41) (4.10) (3.22) ---------- ---------- ---------- ---------- ---------- Net asset value, end of period $ 23.36 $ 27.14 $ 33.77 $ 37.12 $ 43.70 ========== ========== ========== ========== ========== Total Based on net asset value per share (10.23%)+++ (10.38%) 9.11% (5.98%) 14.54% Investment ========== ========== ========== ========== ========== Return:** Ratios to Expenses++++ .61%* .56% .56% .56% .55% Average ========== ========== ========== ========== ========== Net Assets: Investment income--net 1.39%* 1.19% 1.60% 1.68% 1.95% ========== ========== ========== ========== ========== Supplemental Net assets, end of period (in thousands) $3,345,843 $3,909,901 $4,302,609 $4,426,635 $5,521,623 Data: ========== ========== ========== ========== ========== Portfolio turnover -- -- -- 27.80% 15.52% ========== ========== ========== ========== ========== *Annualized. **Total investment returns exclude the effects of sales charges. ++Based on average shares outstanding. ++++Includes the Fund's share of the Trust's allocated expenses. +++Aggregate total investment return. +++++On October 13, 2000, the Fund converted from a stand-alone investment company to a "feeder" fund that seeks to achieve its investment objective by investing all of its assets in the Trust, a mutual fund that has the same investment objective as the Fund. All investments will be made at the Trust level. This structure is sometimes called a "master/feeder" structure. See Notes to Financial Statements. Merrill Lynch Basic Value Fund, Inc., December 31, 2002 FINANCIAL INFORMATION (continued) Financial Highlights (continued) Merrill Lynch Basic Value Fund, Inc. Class B The following per share data and ratios For the have been derived from information Six Months provided in the financial statements. Ended Dec. 31, For the Year Ended June 30, Increase (Decrease) in Net Asset Value: 2002 2002 2001+++++ 2000 1999 Per Share Net asset value, beginning of period $ 26.44 $ 32.98 $ 36.33 $ 42.84 $ 40.78 Operating ---------- ---------- ---------- ---------- ---------- Performance: Investment income--net++ .04 .05 .20 .26 .36 Realized and unrealized gain (loss) on investments and from the Trust--net (2.85) (3.46) 2.46 (3.08) 4.53 ---------- ---------- ---------- ---------- ---------- Total from investment operations (2.81) (3.41) 2.66 (2.82) 4.89 ---------- ---------- ---------- ---------- ---------- Less dividends and distributions: Investment income--net (.06) (.08) (.25) (.31) (.42) Realized gain on investments and from the Trust--net (.67) (3.05) (5.76) (3.38) (2.41) ---------- ---------- ---------- ---------- ---------- Total dividends and distributions (.73) (3.13) (6.01) (3.69) (2.83) ---------- ---------- ---------- ---------- ---------- Net asset value, end of period $ 22.90 $ 26.44 $ 32.98 $ 36.33 $ 42.84 ========== ========== ========== ========== ========== Total Based on net asset value per share (10.66%)+++ (11.33%) 8.02% (6.94%) 13.40% Investment ========== ========== ========== ========== ========== Return:** Ratios to Expenses++++ 1.63%* 1.58% 1.59% 1.57% 1.57% Average ========== ========== ========== ========== ========== Net Assets: Investment income--net .36%* .17% .58% .67% .93% ========== ========== ========== ========== ========== Supplemental Net assets, end of period (in thousands) $1,659,327 $2,099,660 $2,838,319 $3,305,961 $4,846,702 Data: ========== ========== ========== ========== ========== Portfolio turnover -- -- -- 27.80% 15.52% ========== ========== ========== ========== ========== *Annualized. **Total investment returns exclude the effects of sales charges. ++Based on average shares outstanding. ++++Includes the Fund's share of the Trust's allocated expenses. +++Aggregate total investment return. +++++On October 13, 2000, the Fund converted from a stand-alone investment company to a "feeder" fund that seeks to achieve its investment objective by investing all of its assets in the Trust, a mutual fund that has the same investment objective as the Fund. All investments will be made at the Trust level. This structure is sometimes called a "master/feeder" structure. See Notes to Financial Statements. Merrill Lynch Basic Value Fund, Inc., December 31, 2002 FINANCIAL INFORMATION (continued) Financial Highlights (continued) Merrill Lynch Basic Value Fund, Inc. Class C The following per share data and ratios For the have been derived from information Six Months provided in the financial statements. Ended Dec. 31, For the Year Ended June 30, Increase (Decrease) in Net Asset Value: 2002 2002 2001+++++ 2000 1999 Per Share Net asset value, beginning of period $ 25.96 $ 32.47 $ 35.88 $ 42.37 $ 40.39 Operating ---------- ---------- ---------- ---------- ---------- Performance: Investment income--net++ .04 .05 .18 .25 .35 Realized and unrealized gain (loss) on investments and from the Trust--net (2.81) (3.39) 2.43 (3.04) 4.48 ---------- ---------- ---------- ---------- ---------- Total from investment operations (2.77) (3.34) 2.61 (2.79) 4.83 ---------- ---------- ---------- ---------- ---------- Less dividends and distributions: Investment income--net (.09) (.12) (.26) (.32) (.44) Realized gain on investments and from the Trust--net (.67) (3.05) (5.76) (3.38) (2.41) ---------- ---------- ---------- ---------- ---------- Total dividends and distributions (.76) (3.17) (6.02) (3.70) (2.85) ---------- ---------- ---------- ---------- ---------- Net asset value, end of period $ 22.43 $ 25.96 $ 32.47 $ 35.88 $ 42.37 ========== ========== ========== ========== ========== Total Based on net asset value per share (10.70%)+++ (11.30%) 8.00% (6.95%) 13.36% Investment ========== ========== ========== ========== ========== Return:** Ratios to Expenses++++ 1.64%* 1.59% 1.59% 1.58% 1.58% Average ========== ========== ========== ========== ========== Net Assets: Investment income--net .35%* .16% .56% .66% .92% ========== ========== ========== ========== ========== Supplemental Net assets, end of period (in thousands) $ 470,187 $ 541,921 $ 435,973 $ 413,240 $ 535,132 Data: ========== ========== ========== ========== ========== Portfolio turnover -- -- -- 27.80% 15.52% ========== ========== ========== ========== ========== *Annualized. **Total investment returns exclude the effects of sales charges. ++Based on average shares outstanding. ++++Includes the Fund's share of the Trust's allocated expenses. +++Aggregate total investment return. +++++On October 13, 2000, the Fund converted from a stand-alone investment company to a "feeder" fund that seeks to achieve its investment objective by investing all of its assets in the Trust, a mutual fund that has the same investment objective as the Fund. All investments will be made at the Trust level. This structure is sometimes called a "master/feeder" structure. See Notes to Financial Statements. Merrill Lynch Basic Value Fund, Inc., December 31, 2002 FINANCIAL INFORMATION (concluded) Financial Highlights (concluded) Merrill Lynch Basic Value Fund, Inc. Class D The following per share data and ratios For the have been derived from information Six Months provided in the financial statements. Ended Dec. 31, For the Year Ended June 30, Increase (Decrease) in Net Asset Value: 2002 2002 2001+++++ 2000 1999 Per Share Net asset value, beginning of period $ 27.01 $ 33.63 $ 36.99 $ 43.55 $ 41.42 Operating ---------- ---------- ---------- ---------- ---------- Performance: Investment income--net++ .14 .27 .46 .56 .65 Realized and unrealized gain (loss) on investments and from the Trust--net (2.92) (3.52) 2.50 (3.12) 4.61 ---------- ---------- ---------- ---------- ---------- Total from investment operations (2.78) (3.25) 2.96 (2.56) 5.26 ---------- ---------- ---------- ---------- ---------- Less dividends and distributions: Investment income--net (.28) (.32) (.56) (.62) (.72) Realized gain on investments and from the Trust--net (.67) (3.05) (5.76) (3.38) (2.41) ---------- ---------- ---------- ---------- ---------- Total dividends and distributions (.95) (3.37) (6.32) (4.00) (3.13) ---------- ---------- ---------- ---------- ---------- Net asset value, end of period $ 23.28 $ 27.01 $ 33.63 $ 36.99 $ 43.55 ========== ========== ========== ========== ========== Total Based on net asset value per share (10.34%)+++ (10.62%) 8.82% (6.19%) 14.25% Investment ========== ========== ========== ========== ========== Return:** Ratios to Expenses++++ .86%* .81% .81% .80% .80% Average ========== ========== ========== ========== ========== Net Assets: Investment income--net 1.13%* .94% 1.34% 1.43% 1.69% ========== ========== ========== ========== ========== Supplemental Net assets, end of period (in thousands) $1,517,044 $1,737,025 $1,823,948 $1,764,541 $1,980,153 Data: ========== ========== ========== ========== ========== Portfolio turnover -- -- -- 27.80% 15.52% ========== ========== ========== ========== ========== *Annualized. **Total investment returns exclude the effects of sales charges. ++Based on average shares outstanding. ++++Includes the Fund's share of the Trust's allocated expenses. +++Aggregate total investment return. +++++On October 13, 2000, the Fund converted from a stand-alone investment company to a "feeder" fund that seeks to achieve its investment objective by investing all of its assets in the Trust, a mutual fund that has the same investment objective as the Fund. All investments will be made at the Trust level. This structure is sometimes called a "master/feeder" structure. See Notes to Financial Statements. Merrill Lynch Basic Value Fund, Inc., December 31, 2002 NOTES TO FINANCIAL STATEMENTS Merrill Lynch Basic Value Fund, Inc. 1. Significant Accounting Policies: Merrill Lynch Basic Value Fund, Inc. (the "Fund") is registered under the Investment Company Act of 1940 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. These unaudited financial statements reflect all adjustments, which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. All such adjustments are of a normal, recurring nature. The percentage of the Trust owned by the Fund at December 31, 2002 was 99.8%. The Fund offers four classes of shares under the Merrill Lynch Select Pricing SM System. Shares of Class A and Class D 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 B, Class C and Class D 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. Income, expenses (other than expenses attributable to a specific class) and realized and unrealized gains and losses on investments 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. (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. 2. Transactions with Affiliates: The Fund has 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 of the Fund as follows: Account Distribution Maintenance Fee Fee Class B .25% .75% Class C .25% .75% Class D .25% -- Merrill Lynch Basic Value Fund, Inc., December 31, 2002 NOTES TO FINANCIAL STATEMENTS (continued) Merrill Lynch Basic Value Fund, Inc. 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 B, Class C and Class D shareholders. The ongoing distribution fee compensates the Distributor and MLPF&S for providing shareholder and distribution-related services to Class B and Class C shareholders. For the six months ended December 31, 2002, FAMD earned underwriting discounts and direct commissions and MLPF&S earned dealer concessions on sales of the Fund's Class A and Class D Shares as follows: FAMD MLPF&S Class A $ 4,504 $ 55,231 Class D $11,440 $178,222 For the six months ended December 31, 2002, MLPF&S received contingent deferred sales charges of $770,786 and $91,676 relating to transactions in Class B and Class C Shares of the Fund, respectively. Furthermore, MLPF&S received contingent deferred sales charges of $328 and $2,625 relating to transactions subject to front-end sales charge waivers in Class A and Class D Shares, respectively. 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. Investments: Increases and decreases in the Fund's investment in the Trust for the six months ended December 31, 2002 were $197,291,238 and $644,363,180, respectively. 4. Capital Share Transactions: Net increase (decrease) in net assets derived from capital share transactions was $(150,053,931) and $841,533,280 for the six months ended December 31, 2002 and the year ended June 30, 2002, respectively. Transactions in capital shares for each class were as follows: Class A Shares for the Six Months Ended Dollar December 31, 2002 Shares Amount Shares sold 11,502,411 $ 268,623,148 Shares issued to shareholders in reinvestment of dividends and distributions 5,439,951 128,721,636 -------------- -------------- Total issued 16,942,362 397,344,784 Shares redeemed (17,802,986) (415,484,641) -------------- -------------- Net decrease (860,624) $ (18,139,857) ============== ============== Class A Shares for the Year Ended Dollar June 30, 2002 Shares Amount Shares sold 28,878,205 $ 850,196,713 Shares issued to shareholders in reinvestment of dividends and distributions 12,887,122 388,178,236 -------------- -------------- Total issued 41,765,327 1,238,374,949 Shares redeemed (25,084,435) (724,888,516) -------------- -------------- Net increase 16,680,892 $ 513,486,433 ============== ============== Class B Shares for the Six Months Ended Dollar December 31, 2002 Shares Amount Shares sold 5,908,142 $ 135,389,563 Shares issued to shareholders in reinvestment of dividends and distributions 2,125,768 49,165,466 -------------- -------------- Total issued 8,033,910 184,555,029 Automatic conversion of shares (3,648,989) (84,395,259) Shares redeemed (11,316,367) (257,553,564) -------------- -------------- Net decrease (6,931,446) $(157,393,794) ============== ============== Merrill Lynch Basic Value Fund, Inc., December 31, 2002 NOTES TO FINANCIAL STATEMENTS (concluded) Merrill Lynch Basic Value Fund, Inc. Class B Shares for the Year Ended Dollar June 30, 2002 Shares Amount Shares sold 16,487,000 $ 472,656,912 Shares issued to shareholders in reinvestment of dividends and distributions 7,950,833 234,739,364 -------------- -------------- Total issued 24,437,833 707,396,276 Automatic conversion of shares (10,734,722) (305,705,641) Shares redeemed (20,375,322) (580,244,282) -------------- -------------- Net decrease (6,672,211) $(178,553,647) ============== ============== Class C Shares for the Six Months Ended Dollar December 31, 2002 Shares Amount Shares sold 2,392,371 $ 53,907,808 Shares issued to shareholders in reinvestment of dividends and distributions 621,702 14,094,151 -------------- -------------- Total issued 3,014,073 68,001,959 Shares redeemed (2,930,350) (65,427,541) -------------- -------------- Net increase 83,723 $ 2,574,418 ============== ============== Class C Shares for the Year Ended Dollar June 30, 2002 Shares Amount Shares sold 9,500,715 $ 268,545,342 Shares issued to shareholders in reinvestment of dividends and distributions 1,368,761 39,677,313 -------------- -------------- Total issued 10,869,476 308,222,655 Shares redeemed (3,418,024) (95,496,042) -------------- -------------- Net increase 7,451,452 $ 212,726,613 ============== ============== Class D Shares for the Six Months Ended Dollar December 31, 2002 Shares Amount Shares sold 4,135,872 $ 96,809,799 Automatic conversion of shares 3,575,745 84,395,259 Shares issued to shareholders in reinvestment of dividends and distributions 2,311,118 54,486,981 -------------- -------------- Total issued 10,022,735 235,692,039 Shares redeemed (9,174,310) (212,786,737) -------------- -------------- Net increase 848,425 $ 22,905,302 ============== ============== Class D Shares for the Year Ended Dollar June 30, 2002 Shares Amount Shares sold 8,417,289 $ 244,441,073 Automatic conversion of shares 10,531,057 305,705,641 Shares issued to shareholders in reinvestment of dividends and distributions 5,363,154 161,058,182 -------------- -------------- Total issued 24,311,500 711,204,896 Shares redeemed (14,241,923) (417,331,015) -------------- -------------- Net increase 10,069,577 $ 293,873,881 ============== ============== Merrill Lynch Basic Value Fund, Inc., December 31, 2002 SCHEDULE OF INVESTMENTS Master Basic Value Trust Shares Percent of Industry* Held Stocks Cost Value Net Assets Above-Average Yield Diversified 1,505,300 AT&T Corp. $ 44,887,241 $ 39,303,383 0.6% Telecommunication Services Metals & Mining 1,422,700 Alcan Aluminium Ltd. 37,187,074 41,998,104 0.6 Pharmaceuticals 3,623,200 Bristol-Myers Squibb Company 143,967,335 83,877,080 1.2 Chemicals 3,913,800 E.I. du Pont de Nemours and Company 159,927,519 165,945,120 2.4 Oil & Gas 8,686,600 Exxon Mobil Corporation 136,033,216 303,509,804 4.3 Personal Products 3,512,400 The Gillette Company 106,753,967 106,636,464 1.5 Aerospace & Defense 5,468,300 Honeywell International Inc. 155,357,062 131,239,200 1.9 Diversified 3,512,400 J.P. Morgan Chase & Co. 134,453,340 84,297,600 1.2 Financials Oil & Gas 2,071,500 Kerr-McGee Corporation 121,095,770 91,767,450 1.3 Insurance 1,003,500 Lincoln National Corporation 28,395,404 31,690,530 0.5 Oil & Gas 5,017,700 Royal Dutch Petroleum Company (NY Registered Shares) 169,234,204 220,879,154 3.1 Diversified 3,372,900 SBC Communications Inc. 85,168,537 91,439,319 1.3 Telecommunication Services Food Products 4,200,000 Sara Lee Corporation 88,301,920 94,542,000 1.3 Diversified 3,026,300 Verizon Communications 79,534,603 117,269,125 1.7 Telecommunication Services Banks 6,018,500 Wachovia Corporation 207,434,604 219,314,140 3.1 -------------- -------------- ----- 1,697,731,796 1,823,708,473 26.0 Below-Average Price/Earnings Ratio Insurance 3,512,400 ACE Limited 101,297,163 103,053,816 1.5 Insurance 3,084,000 The Allstate Corporation 33,007,355 114,077,160 1.6 Insurance 3,300,000 American International Group, Inc. 88,685,858 190,905,000 2.7 Computers & 2,107,400 ++Apple Computer, Inc. 35,825,289 30,199,042 0.4 Peripherals Banks 1,309,300 Bank of America Corporation 23,094,016 91,088,001 1.3 Banks 5,017,600 Bank One Corporation 154,056,627 183,393,280 2.6 Machinery 1,003,500 Caterpillar Inc. 44,176,607 45,880,020 0.7 Diversified 6,018,500 Citigroup Inc. 26,574,419 211,791,015 3.0 Financials Auto Components 8,530,100 Delphi Automotive Systems Corporation 111,153,500 68,667,305 1.0 Machinery 903,200 Eaton Corporation 44,823,436 70,548,952 1.0 Automobiles 4,515,900 Ford Motor Company 74,573,536 41,997,870 0.6 Health Care Equipment 1,252,100 ++Guidant Corporation 37,423,065 38,627,285 0.6 & Supplies Computers & 5,471,600 Hewlett-Packard Company 88,829,170 94,986,976 1.4 Peripherals Household Durables 5,521,200 Koninklijke (Royal) Philips Electronics NV (NY Registered Shares) 23,458,988 97,614,816 1.4 Hotels, Restaurants 6,159,800 McDonald's Corporation 165,067,706 99,049,584 1.4 & Leisure Pharmaceuticals 1,606,200 Merck & Co., Inc. 92,726,693 90,926,982 1.3 Diversified 1,740,200 Morgan Stanley 79,620,134 69,468,784 1.0 Financials Semiconductor 3,813,400 ++National Semiconductor Corporation 70,429,957 57,239,134 0.8 Equipment & Products Household Products 1,003,500 The Procter & Gamble Company 55,982,025 86,240,790 1.2 Pharmaceuticals 3,965,200 Schering-Plough Corporation 135,008,754 88,027,440 1.3 Electrical Equipment 3,797,800 ++Thomas & Betts Corporation (b) 109,146,459 64,182,820 0.9 Insurance 6,221,900 ++Travelers Property Casualty Corp. (Class A) 101,513,606 91,150,835 1.3 IT Consulting & 11,500,000 ++Unisys Corporation 136,230,913 113,850,000 1.6 Services Oil & Gas 7,024,700 Unocal Corporation 210,186,631 214,815,326 3.1 -------------- -------------- ----- 2,042,891,907 2,357,782,233 33.7 Merrill Lynch Basic Value Fund, Inc., December 31, 2002 SCHEDULE OF INVESTMENTS (continued) Master Basic Value Trust Shares Percent of Industry* Held Stocks Cost Value Net Assets Low Price-to-Book Value Communications 10,300,000 ++3Com Corporation $ 52,040,670 $ 47,586,000 0.7% Equipment Semiconductor 7,064,700 ++Advanced Micro Devices, Inc. 87,545,306 45,637,962 0.7 Equipment & Products Health Care 1,805,700 Aetna Inc. (New Shares) 52,660,629 74,250,384 1.1 Providers & Services Electronic Equipment 4,272,300 ++Agilent Technologies, Inc. 114,233,343 76,730,508 1.1 & Instruments Media 2,828,900 ++AOL Time Warner Inc. 36,401,719 37,058,590 0.5 Aerospace & Defense 1,493,900 The Boeing Company 48,961,435 49,283,761 0.7 Media 2,434,850 ++Comcast Corporation (Class A) 72,174,489 57,365,066 0.8 Automobiles 1,863,400 DaimlerChrysler AG 68,154,518 57,113,210 0.8 Machinery 4,214,800 Deere & Company 97,056,457 193,248,580 2.8 Energy Equipment & 5,600,000 Diamond Offshore Drilling, Inc. 212,462,928 122,360,000 1.7 Service Media 3,482,200 ++Fox Entertainment Group, Inc. (Class A) 68,004,107 90,293,446 1.3 Energy Equipment & 1,505,200 GlobalSantaFe Corporation 33,554,976 36,606,464 0.5 Service Energy Equipment & 4,015,600 Halliburton Company 88,783,819 75,131,876 1.1 Service Insurance 2,809,900 The Hartford Financial Services Group, Inc. 44,979,044 127,653,757 1.8 Paper & Forest 3,000,000 International Paper Company 107,463,530 104,910,000 1.5 Products Household Products 1,868,900 Kimberly-Clark Corporation 89,353,275 88,716,683 1.3 Semiconductor 7,497,000 ++LSI Logic Corporation 90,626,302 43,257,690 0.6 Equipment & Products Media 13,567,800 ++Liberty Media Corporation (Class A) 172,475,844 121,296,132 1.7 Specialty Retail 1,003,600 The Limited, Inc. 16,029,241 13,980,148 0.2 Communications 24,585,900 ++Lucent Technologies Inc. 160,110,215 30,978,234 0.4 Equipment Metals & Mining 5,824,400 Massey Energy Company (b) 67,305,515 56,613,168 0.8 Semiconductor 2,413,500 ++Micron Technology, Inc. 45,706,449 23,507,490 0.3 Equipment & Products Communications 11,642,400 Motorola, Inc. 182,604,653 100,706,760 1.4 Equipment Metals & Mining 3,462,100 ++Phelps Dodge Corporation 142,527,145 109,575,465 1.6 Aerospace & Defense 1,174,900 Raytheon Company 35,565,085 36,128,175 0.5 Electronic Equipment 2,086,200 ++Tektronix, Inc. 37,080,804 37,947,978 0.5 & Instruments Industrial 1,956,900 Textron, Inc. 92,393,386 84,127,131 1.2 Conglomerates Specialty Retail 3,261,400 ++Toys 'R' Us, Inc. 57,536,138 32,614,000 0.5 Media 1,382,400 Tribune Company 44,989,458 62,843,904 0.9 Media 1,054,300 ++Viacom, Inc. (Class B) 37,944,948 42,973,268 0.6 Media 4,515,900 The Walt Disney Company 101,602,966 73,654,329 1.1 Banks 6,111,500 Wells Fargo Company 78,045,706 286,446,005 4.1 -------------- -------------- ----- 2,636,374,100 2,440,596,164 34.8 Special Situations Software 3,512,400 Computer Associates International, Inc. 57,094,700 47,417,400 0.7 Specialty Retail 4,415,500 The Gap, Inc. 58,861,547 68,528,560 1.0 Computers & 1,903,800 International Business Machines Peripherals Corporation 24,109,148 147,544,500 2.1 -------------- -------------- ----- 140,065,395 263,490,460 3.8 Total Stocks 6,517,063,198 6,885,577,330 98.3 Merrill Lynch Basic Value Fund, Inc., December 31, 2002 SCHEDULE OF INVESTMENTS (concluded) Master Basic Value Trust Partnership Percent of Interest Issue Cost Value Net Assets Short-Term Securities $ 328,782,741 Merrill Lynch Liquidity Series, LLC Cash Sweep Series I (a) $ 328,782,741 $ 328,782,741 4.7% Total Short-Term Securities 328,782,741 328,782,741 4.7 Options Purchased Nominal Value Premiums Covered by Options Paid Put Options Purchased 1,200,000 American International Group, Inc., expiring January 2003 at USD 65 6,131,040 8,520,000 0.1 1,000,000 Citigroup Inc., expiring March 2003 at USD 37.5 3,480,000 3,800,000 0.0 500,000 International Business Machines Corporation, expiring January 2003 at USD 70 4,215,000 425,000 0.0 2,000,000 Wells Fargo Company, expiring January 2003 at USD 50 8,135,000 6,400,000 0.1 Total Options Purchased 21,961,040 19,145,000 0.2 Total Investments 6,867,806,979 7,233,505,071 103.2 Premiums Received Options Written Call Options Written 1,200,000 American International Group, Inc., expiring February 2003 at USD 70 (3,304,884) (240,000) 0.0 Citigroup Inc.: 1,000,000 expiring January 2003 at USD 35 (2,969,910) (1,450,000) 0.0 1,000,000 expiring March 2003 at USD 40 (1,969,940) (750,000) 0.0 2,000,000 Wells Fargo Company, expiring January 2003 at USD 55 (2,062,436) (200,000) 0.0 Total Options Written (10,307,170) (2,640,000) 0.0 Total Investments, Net of Options Written $6,857,499,809 7,230,865,071 103.2 ============== Liabilities in Excess of Other Assets (224,601,594) (3.2) -------------- ------ Net Assets $7,006,263,477 100.0% ============== ====== ++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. (a)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: Net Net Interest Affiliate Activity Cost Income Merrill Lynch Liquidity Series, LLC Cash Sweep Series I $ 328,782,741 $ 328,782,741 $ 663,900 (b)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 Net Dividend Industry Affiliate Activity Cost Income Metals & Massey Energy Mining Company 212,000 $ 2,664,112 $ 453,652 Electrical Thomas & Betts Equipment Corporation 47,800 785,593 -- See Notes to Financial Statements. Merrill Lynch Basic Value Fund, Inc., December 31, 2002 FINANCIAL INFORMATION Statement of Assets and Liabilities Master Basic Value Trust As of December 31, 2002 Assets: Investments, at value (including securities loaned of $1,333,512,934) (identified cost--$6,845,845,939) $ 7,214,360,071 Investments held as collateral for loaned securities, at value 1,376,729,112 Options purchased, at value (cost--$21,961,040) 19,145,000 Receivables: Dividends $ 12,312,647 Contributions 6,919,809 Interest 483,099 Loaned securities income 146,021 19,861,576 --------------- Prepaid expenses and other assets 47,337 --------------- Total assets 8,630,143,096 --------------- Liabilities: Collateral on securities loaned, at value 1,376,729,112 Options written, at value (premiums received--$10,307,170) 2,640,000 Payables: Securities purchased 189,208,281 Withdrawals 52,461,355 Investment adviser 2,566,059 244,235,695 --------------- Accrued expenses and other liabilities 274,812 --------------- Total liabilities 1,623,879,619 --------------- Net Assets: Net assets $ 7,006,263,477 =============== Net Assets Investors' capital $ 6,632,898,215 Consist of: Unrealized appreciation on investments--net 373,365,262 --------------- Net assets $ 7,006,263,477 =============== See Notes to Financial Statements. Merrill Lynch Basic Value Fund, Inc., December 31, 2002 FINANCIAL INFORMATION (continued) Statement of Operations Master Basic Value Trust For the Six Months Ended December 31, 2002 Investment Dividends (net of $579,866 foreign withholding tax) $ 69,861,933 Income: Interest 2,069,948 Securities lending--net 803,145 --------------- Total income 72,735,026 --------------- Expenses: Investment advisory fees $ 14,760,933 Accounting services 567,701 Custodian fees 178,446 Professional fees 76,541 Trustees' fees and expenses 28,643 Printing and shareholder reports 1,457 Pricing fees 439 Other 172,194 --------------- Total expenses 15,786,354 --------------- Investment income--net 56,948,672 --------------- Realized & Realized loss on investments--net (118,030,025) Unrealized Change in unrealized appreciation/depreciation on Loss on investments--net (790,823,966) Investments--Net: --------------- Total realized and unrealized loss on investments--net (908,853,991) --------------- Net Decrease in Net Assets Resulting from Operations $ (851,905,319) =============== See Notes to Financial Statements. Merrill Lynch Basic Value Fund, Inc., December 31, 2002 FINANCIAL INFORMATION (concluded) Statements of Changes in Net Assets Master Basic Value Trust For the Six For the Months Ended Year Ended December 31, June 30, Decrease in Net Assets: 2002 2002 Operations: Investment income--net $ 56,948,672 $ 116,629,770 Realized gain (loss) on investments--net (118,030,025) 162,614,751 Change in unrealized appreciation/depreciation on investments--net (790,823,966) (1,253,288,054) --------------- --------------- Net decrease in net assets resulting from operations (851,905,319) (974,043,533) --------------- --------------- Capital Proceeds from contributions 197,685,553 2,155,873,351 Transactions: Fair value of withdrawals (646,692,843) (2,284,337,190) --------------- --------------- Net decrease in net assets derived from capital transactions (449,007,290) (128,463,839) --------------- --------------- Net Assets: Total decrease in net assets (1,300,912,609) (1,102,507,372) Beginning of period 8,307,176,086 9,409,683,458 --------------- --------------- End of period $ 7,006,263,477 $ 8,307,176,086 =============== =============== See Notes to Financial Statements. Financial Highlights Master Basic Value Trust For the Six For the For the Period Months Ended Year Ended Oct. 13, 2000++ The following ratios have been derived from information December 31, June 30, to June 30, provided in the financial statements. 2002 2002 2001 Total (8.99%)+++ (8.40%) -- Investment ============= ============= ============= Return:** Ratios to Expenses .43%* .42% .42%* Average ============= ============= ============= Net Assets: Investment income--net 1.56%* 1.33% 1.57%* ============= ============= ============= Supplemental Net assets, end of period (in thousands) $ 7,006,263 $ 8,307,176 $ 9,409,683 Data: ============= ============= ============= Portfolio turnover 15.43% 38.15% 37.53% ============= ============= ============= *Annualized. **Total return is required to be disclosed for fiscal years beginning after December 15, 2000. ++Commencement of operations. +++Aggregate total investment return. See Notes to Financial Statements. Merrill Lynch Basic Value Fund, Inc., December 31, 2002 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 and is organized as a Delaware business 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. These unaudited financial statements reflect all adjustments, which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. All such adjustments are of a normal, recurring nature. 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 are valued at the last sale 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. 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. (b) Derivative financial instruments--The Trust may engage in various portfolio investment strategies to increase or decrease the level of risk to which the Trust is exposed more quickly and efficiently than transactions in other types of instruments. Losses may arise due to changes in the value of the contract or if the counterparty does not perform under the contract. * 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) Income taxes--The Trust is classified as a partnership for Federal income tax purposes. As a partnership for Federal income tax purposes, the Trust will not incur Federal income tax liability. Items of partnership income, gain, loss and deduction will pass through to investors as partners in 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. (d) 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. Merrill Lynch Basic Value Fund, Inc., December 31, 2002 NOTES TO FINANCIAL STATEMENTS (continued) Master Basic Value Trust (e) 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. 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. 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 December 31, 2002, the Trust lent securities with a value of $400,094,745 to MLPF&S or its affiliates. Pursuant to that order, the Trust also has retained Merrill Lynch Investment Advisors, LLC ("MLIA"), an affiliate of FAM, as the securities lending agent for a fee based on a share of the returns on investment of cash collateral. MLIA 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 MLIA or in registered money market funds advised by FAM or its affiliates. As of December 31, 2002, cash collateral of $729,666,430 was invested in the Money Market Series of the Merrill Lynch Liquidity Series, LLC and $647,062,682 was invested in the Merrill Lynch Premier Institutional Fund. For the six months ended December 31, 2002, MLIA received $380,180 in securities lending agent fees. In addition, MLPF&S received $452,813 in commissions on the execution of portfolio security transactions for the Trust for the six months ended December 31, 2002. For the six months ended December 31, 2002, the Fund reimbursed FAM $83,885 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 six months ended December 31, 2002 were $1,085,305,067 and $1,209,525,521, respectively. Net realized gains (losses) for the six months ended December 31, 2002 and net unrealized gains (losses) as of December 31, 2002 were as follows: Realized Unrealized Gains (Losses) Gains (Losses) Long-term investments $(133,840,215) $ 368,514,132 Short-term investments 1,233 -- Options purchased 14,257,233 (2,816,040) Options written 1,551,724 7,667,170 -------------- -------------- Total $(118,030,025) $ 373,365,262 ============== ============== Merrill Lynch Basic Value Fund, Inc., December 31, 2002 NOTES TO FINANCIAL STATEMENTS (concluded) Master Basic Value Trust As of December 31, 2002, net unrealized appreciation for Federal income tax purposes aggregated $316,110,976, of which $1,486,467,304 related to appreciated securities and $1,170,356,328 related to depreciated securities. At December 31, 2002, the aggregate cost of investments, including options, for Federal income tax purposes was $6,914,754,095. Transactions in call options written for the six months ended December 31, 2002 were as follows: Nominal Value Premiums Covered Received Outstanding call options written, beginning of period 1,000,000 $ 805,975 Options written 7,200,000 13,200,982 Options closed (1,000,000) (764,977) Options expired (2,000,000) (2,934,810) -------------- -------------- Outstanding call options written, end of period 5,200,000 $ 10,307,170 ============== ============== Transactions in put options written for the six months ended December 31, 2002 were as follows: Nominal Value Premiums Covered Received Outstanding put options written, beginning of period -- $ -- Options written 2,000,000 2,041,937 Options closed (2,000,000) (2,041,937) -------------- -------------- Outstanding put options written, end of period -- $ -- ============== ============== 4. Short-Term Borrowings: The Trust, along with certain other funds managed by FAM and its affiliates, is a party to a credit agreement with Bank One, N.A. and certain other lenders. Effective November 29, 2002, in conjunction with the renewal for one year at the same terms, the total commitment was reduced from $1,000,000,000 to $500,000,000. 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. The Trust did not borrow under the credit agreement during the six months ended December 31, 2002. Merrill Lynch Basic Value Fund, Inc., December 31, 2002 OFFICERS AND DIRECTORS/TRUSTEES Terry K. Glenn, President and Director/Trustee Donald W. Burton, Director/Trustee M. Colyer Crum, Director/Trustee Laurie Simon Hodrick, Director/Trustee J. Thomas Touchton, Director/Trustee Fred G. Weiss, Director/Trustee Robert J. Martorelli, Senior Vice President and Co-Portfolio Manager Kevin M. Rendino, Senior Vice President and Co-Portfolio Manager Donald C. Burke, Vice President and Treasurer Susan B. Baker, Secretary Effective January 1, 2003, J. Thomas Touchton, Director/Trustee of Merrill Lynch Basic Value Fund, Inc., retired. The Fund's Board of Directors/Trustees wishes Mr. Touchton well in his retirement. 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 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--N/A (not answered until July 15, 2003 and only annually for funds) 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 (not answered until July 15, 2003 and only annually for funds) 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. Items 5-6 - 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) - Disclose the conclusions of the registrant's principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, about the effectiveness of the registrant's disclosure controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR 270.30a-2(c))) based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph. N/A. 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 (4 in total pursuant to Sections 302 and 906 for CEO/CFO). Attached hereto.