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 811-21199
811-21298
Name of Fund: WCMA Treasury Fund
Master Treasury Trust
Fund Address: P.O. Box 9011
Princeton, NJ 08543-9011
Name and address of agent for service: Robert C. Doll, Jr., Chief
Executive Officer, WCMA Treasury Fund and Master Treasury
Trust, 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: 03/31/05
Date of reporting period: 04/01/04 - 03/31/05
Item 1 - Report to Stockholders
WCMA Treasury Fund
Annual Report
March 31, 2005
(BULL LOGO) Merrill Lynch Investment Managers
www.mlim.ml.com
Mercury Advisors
A Division of Merrill Lynch Investment Managers
www.mercury.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. An
investment in the Fund is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency.
Although the Fund seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the
Fund. Past performance results shown in this report should not be
considered a representation of future performance, which will
fluctuate. Statements and other information herein are as dated and
are subject to change.
A description of the policies and procedures that the Fund uses
to determine how to vote proxies relating to portfolio securities
is available (1) without charge, upon request, by calling toll-free
1-800-MER-FUND (1-800-637-3863); (2) at www.mutualfunds.ml.com;
and (3) on the Securities and Exchange Commission's Web site at
http://www.sec.gov. Information about how the Fund voted proxies
relating to securities held in the Fund's portfolio during the
most recent 12-month period ended June 30 is available (1) at
www.mutualfunds.ml.com and (2) on the Securities and Exchange
Commission's Web site at http://www.sec.gov.
WCMA Treasury Fund
Box 9011
Princeton, NJ
08543-9011
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WCMA Treasury Fund
Important Tax Information
Of the ordinary income distributions paid by WCMA Treasury Fund
during the year ended March 31, 2005, 99.84% was attributable to
federal obligations. Additionally, at least 50% of the assets of the
Fund was invested in federal obligations at the end of each fiscal
quarter.
The law varies in each state as to whether and what percentage of
dividend income attributable to federal obligations is exempt from
state income tax. We recommend that you consult your tax adviser to
determine if any portion of the dividends you received is exempt
from state income taxes.
Additionally, the Fund paid a long-term capital gain distribution of
$.0000243 per share to shareholders of record on March 31, 2005.
Availability of Quarterly Schedule of Investments
The Fund files its complete schedule of portfolio holdings with the
Securities and Exchange Commission ("SEC") for the first and third
quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q are
available on the SEC's Web site at http://www.sec.gov. The Fund's
Forms N-Q may also be reviewed and copied at the SEC's Public
Reference Room in Washington, DC. Information on the operation of
the Public Reference Room may be obtained by calling 1-800-SEC-0330.
Electronic Delivery
The Fund offers electronic delivery of communications to its
shareholders. In order to receive this service, you must
register your account and provide us with e-mail information.
To sign up for this service, simply access this Web site at
http://www.icsdelivery.com/live and follow the instructions.
When you visit this site, you will obtain a personal identification
number (PIN). You will need this PIN should you wish to update your
e-mail address, choose to discontinue this service and/or make any
other changes to the service. This service is not available for
certain retirement accounts at this time.
WCMA TREASURY FUND, MARCH 31, 2005
A Letter From the President
Dear Shareholder
Financial markets broadly posted positive returns over the most
recent reporting period, with international equities providing some
of the most impressive results.
Total Returns as of March 31, 2005 6-month 12-month
U.S. equities (Standard & Poor's 500 Index) + 6.88% + 6.69%
Small-cap U.S. equities (Russell 2000 Index) + 8.00 + 5.41
International equities (MSCI Europe Australasia Far East Index) +15.13 +15.06
Fixed income (Lehman Brothers Aggregate Bond Index) + 0.47 + 1.15
Tax-exempt fixed income (Lehman Brothers Municipal Bond Index) + 1.21 + 2.67
High yield bonds (Credit Suisse First Boston High Yield Index) + 3.39 + 7.84
The U.S. economy continued to show resilience in the face of the
Federal Reserve Board's (the Fed's) continued interest rate hikes
and, more recently, higher oil prices. The Fed's measured tightening
program brought the federal funds rate to 2.75% by period-end as the
central bank continued its campaign to combat emergent inflation.
In fact, business costs have been rising, which is beginning to put
pressure on corporate profit margins. Consumer prices have been
moving up as well, particularly in the areas of gasoline prices,
healthcare costs, housing and education.
U.S. equities ended 2004 in a strong rally, but stumbled into
negative territory in the first quarter of 2005. On the positive
side, corporations have been accelerating their hiring plans,
capital spending remains reasonably robust and merger-and-
acquisition activity has increased. Offsetting the positives are
slowing corporate earnings growth, renewed energy price concerns
and the potential for an economic slowdown later this year.
International equities, especially in Asia, have benefited from
higher economic growth rates. China, in particular, recorded growth
of more than 9% in 2004.
In the bond market, long-term interest rates finally began to inch
higher while significant increases have been recorded on the short
end. This resulted in a flattening of the yield curve throughout
much of the current reporting period. At March 31, 2005, the
two-year Treasury note yielded 3.80% and the 10-year note yielded
4.50%, a difference of 70 basis points (.70%). This compared to a
spread of 151 basis points six months earlier and 226 basis points
12 months ago.
Looking ahead, the environment is likely to be a challenging one
for investors, with diversification and selectivity becoming
increasingly important themes. With this in mind, we encourage you
to meet with your financial advisor to review your goals and asset
allocation and to rebalance your portfolio, as necessary, to ensure
it remains aligned with your objectives and risk tolerance. As
always, we thank you for trusting Merrill Lynch Investment Managers
with your investment assets, and we look forward to serving you in
the months and years ahead.
Sincerely,
(Robert C. Doll, Jr.)
Robert C. Doll, Jr.
President and Trustee
WCMA TREASURY FUND, MARCH 31, 2005
A Discussion With Your Fund's Portfolio Manager
We maintained a relatively conservative approach throughout the year
in recognition of rising interest rates, particularly at the short
end of the yield curve.
How did the Fund perform during the fiscal year in light of the
existing market conditions?
For the 12-month period ended March 31, 2005, WCMA Treasury Fund's
Class 1, Class 2, Class 3 and Class 4 Shares paid shareholders net
annualized dividends of .26%, .61%, .94% and .94%, respectively.
For the six-month period ended March 31, 2005, the Fund's Class 1,
Class 2, Class 3 and Class 4 Shares paid shareholders net annualized
dividends of .48%, 1.02%, 1.38% and 1.38%, respectively. The Fund's
seven-day yields as of March 31, 2005, were .95% for Class 1, 1.49%
for Class 2, 1.84% for Class 3 and 1.84% for Class 4.
The average portfolio maturity of WCMA Treasury Fund at March 31,
2005, was 48 days. This compared to 67 days at September 30, 2004
and 63 days at March 31, 2004.
We employed a barbell strategy throughout the past year. That is,
we emphasized the very front end of the market for liquidity and
looked to longer-dated securities for yield enhancement and price
appreciation. Overall, the Fund delivered above-average results
relative to its peers. This is attributed to our focus on managing
the portfolio's average life and exposure to longer-dated holdings.
For the most part, the economy remained on solid footing throughout
the past 12 months. Gross domestic product (GDP), which grew at an
annualized rate of 4.5% in the first quarter of 2004, slowed to 3.3%
in the second quarter before increasing to 4% in the third quarter
and 3.8% in the fourth quarter. A similar level of growth is
expected in the first quarter of 2005. Gains in personal income
contributed to GDP growth in 2004, although job creation has not
been as robust as in previous economic recoveries.
In the past several months, the major themes have centered on
inflation and, in particular, the price of oil. Inflation appeared
to pick up at the producer level, although a similar increase was
not recorded at the consumer level. Nevertheless, the Federal
Reserve Board (the Fed) continued to target higher interest rates to
combat inflation expectations. Since June 2004, the Fed has raised
the federal funds rate 25 basis points (.25%) at each Federal Open
Market Committee meeting, bringing the federal funds target rate to
2.75% by period-end. The Fed maintained its commitment to a measured
monetary tightening program even in the face of rising oil prices,
which many feared could increase inflationary pressures and threaten
the economic growth forecasts at certain points throughout the
period. Nevertheless, the oil price shocks were largely absorbed by
the markets.
As short-term interest rates rose in symphony with the Fed interest
rate hikes, long-term interest rates remained stubbornly low,
producing what Fed Chairman Alan Greenspan in February described
as a "conundrum." The result was a considerable flattening of the
yield curve over the past 12 months, with the two-year Treasury note
yield increasing 220 basis points while the 10-year Treasury note
yield increased just 65 basis points during the period. Notably, the
short end of the curve has remained quite steep, with a 100 basis
point spread between the three-month and two-year Treasury note at
period-end.
Issuance of Treasury securities continued to increase, largely
to fund the significant twin deficits. Notably, the heavy supply
continued to be absorbed by foreign interest in holding U.S. assets,
despite the declining value of the U.S. dollar. The Treasury has
remained prudent in its issuance of bills by adjusting the size of
the weekly four-week bill as a cash management tool. In addition,
the government's increased collection of both corporate and
individual payroll taxes - coincident with improving employment -
has helped offset the need for additional supply in the short end.
How did you manage the portfolio during the year?
Our average portfolio maturity remained in the 55-day - 65-day range
for much of the year, but reached a high of 70 days and a low of
40 days. We continued to employ a barbell strategy, essentially
purchasing one-month Treasury bills for liquidity and six-month
bills for incremental yield and price appreciation. Our emphasis at
each end of the barbell shifted moderately throughout the period,
driven by market dynamics, changing yields and our assessment
of good relative value.
WCMA TREASURY FUND, MARCH 31, 2005
As the Fund's fiscal year began last April, interest rates had just
backed up with some surprisingly positive employment news. This
prompted us to purchase some longer positions in six-month issues to
capture the additional yield. The Fed still seemed content to hold
interest rates at historic lows at this point; therefore, we were
comfortable extending a bit further out. In late May 2004, however,
it became apparent that the Fed would begin a tightening program,
and we began to shift our focus to the one-month - three-month
sectors. As investors questioned the size and the pace of the
interest rate increases, it seemed prudent to avoid locking into
longer maturities, particularly if there was no significant yield
to be gained.
We adapted our approach throughout the following months in search
of the best relative value. In the late summer, our analyses began
to reveal that the six-month sector offered the best opportunity
for yield enhancement and price appreciation. We added securities
in this area when they became available, and also continued to
purchase three-month bills. In September, we opted to take advantage
of government-issued cash management bills. These have shorter
maturities than one-month bills, and tend to trade 10 basis points -
15 basis points cheaper. During October, rather than buying one-
month bills, we purchased issues maturing in November 2004, which
offered significantly higher yields.
Late in 2004, we began to target maturities in January and February,
carefully avoiding issues maturing in December. As expected, the
Fund experienced heavy cash inflows in December, as investors
shifted their assets into Treasury funds for year-end tax
advantages. Much of this money was redeemed in January. Thus,
we placed maturities in January or later to meet the seasonal
redemptions. In February and March, we looked to put cash to work
in securities with maturities of three months and shorter as we
continued to monitor the magnitude of the Fed's interest rate
increases.
At period-end, there was no clear end to the monetary tightening
cycle. For that reason, we were generally not comfortable locking
into the longer maturities, although we continue to evaluate the
longer-dated sectors for opportunities to pick up additional yield.
In fact, we did add some six-month issues to the portfolio at the
end of March as spreads between three-month and six-month bills
began to widen.
How would you characterize the portfolio's position at the close of
the period?
We remained cautious at period-end given the uncertainty of the
Fed's future moves. Consensus expectations are that the Fed will
continue its measured approach to interest rate increases until the
federal funds rate reaches a "neutral" level (relative to inflation)
in the area of 3.5%. However, after seven consecutive 25 basis point
interest rate hikes, some are forecasting that the Fed may be
prepared to increase the federal funds rate 50 basis points at an
upcoming meeting, if the threat of higher inflation becomes more
imminent.
We maintained adequate liquidity at period-end, which we believe
allows us the flexibility to extend at higher levels as
opportunities present themselves. Although we do not anticipate
a dramatic change in the level of Treasury issuance for the near
term, we will take advantage of any technical aberrations in the
yield curve. As always, we continue to monitor the economy and
interest rates, and will remain ready to adjust our strategy as
market dynamics dictate and as compelling opportunities present
themselves.
The Trust's portfolio composition, as a percent of net assets, at
the end of March and as of our last report to shareholders is
detailed below:
3/31/05 9/30/04
U.S. Government Obligations 99.1% 99.1%
Other Assets Less Liabilities 0.9 0.9
------ ------
Total 100.0% 100.0%
====== ======
Cindy V. Macaulay
Vice President and Portfolio Manager
April 7, 2005
WCMA TREASURY FUND, MARCH 31, 2005
Disclosure of Expenses
Shareholders of this Fund may incur the following charges:
(a) expenses related to transactions, including sales charges,
redemption fees and exchange fees; and (b) operating expenses
including advisory fees, distribution fees including 12(b)-1 fees,
and other Fund expenses. The following example (which is based on a
hypothetical investment of $1,000 invested on October 1, 2004 and
held through March 31, 2005) is intended to assist shareholders both
in calculating expenses based on an investment in the Fund and in
comparing these expenses with similar costs of investing in other
mutual funds.
The first table below provides information about actual account
values and actual expenses. In order to estimate the expenses a
shareholder paid during the period covered by this report,
shareholders can divide their account value by $1,000 and then
multiply the result by the number in the first line under the
heading entitled "Expenses Paid During the Period."
The second table below provides information about hypothetical
account values and hypothetical expenses based on the Fund's actual
expense ratio and an assumed rate of return of 5% per year before
expenses. In order to assist shareholders in comparing the ongoing
expenses of investing in this Fund and other funds, compare the 5%
hypothetical example with the 5% hypothetical examples that appear
in other funds' shareholder reports.
The expenses shown in the table are intended to highlight
shareholders ongoing costs only and do not reflect any transactional
expenses, such as sales charges, redemption fees or exchange fees.
Therefore, the second table is useful in comparing ongoing expenses
only, and will not help shareholders determine the relative total
expenses of owning different funds. If these transactional expenses
were included, shareholder expenses would have been higher.
Expenses Paid
Beginning Ending During the Period*
Account Value Account Value October 1, 2004 to
October 1, March 31, March 31,
2004 2005 2005
Actual
Class 1 $1,000 $1,002.40 $7.69
Class 2 $1,000 $1,005.10 $5.05
Class 3 $1,000 $1,006.90 $3.30
Class 4 $1,000 $1,006.90 $3.30
Hypothetical (5% annual return before expenses)**
Class 1 $1,000 $1,017.25 $7.75
Class 2 $1,000 $1,019.90 $5.09
Class 3 $1,000 $1,021.64 $3.33
Class 4 $1,000 $1,021.64 $3.33
* For each class of the Fund, expenses are equal to the annualized expense ratio for the class
(1.54% for Class 1, 1.01% for Class 2, .66% for Class 3 and .66% for Class 4), multiplied by
the average account value over the period, multiplied by 182/365 (to reflect the one-half year
period shown). Because the Fund is a feeder fund, the expense table example reflects the expenses
of both the feeder fund and the master fund in which it invests.
** Hypothetical 5% annual return before expenses is calculated by pro-rating the number of days in
the most recent fiscal half-year divided by 365.
WCMA TREASURY FUND, MARCH 31, 2005
Statement of Assets and Liabilities WCMA Treasury Fund
As of March 31, 2005
Assets
Investment in Master Treasury Trust (the "Trust"), at value
(identified cost--$367,122,140) $ 366,934,127
Prepaid expenses and other assets 93,269
---------------
Total assets 367,027,396
---------------
Liabilities
Payables:
Distributor $ 158,479
Administrator 67,942
Other affiliates 11,670 238,091
---------------
Accrued expenses and other liabilities 18,288
---------------
Total liabilities 256,379
---------------
Net Assets
Net assets $ 366,771,017
===============
Net Assets Consist of
Class 1 Shares of beneficial interest, $.10 par value, unlimited number of
shares authorized $ 2,315,852
Class 2 Shares of beneficial interest, $.10 par value, unlimited number of
shares authorized 12,406,262
Class 3 Shares of beneficial interest, $.10 par value, unlimited number of
shares authorized 16,217,001
Class 4 Shares of beneficial interest, $.10 par value, unlimited number of
shares authorized 5,756,788
Paid-in capital in excess of par 330,263,127
Unrealized depreciation allocated from the Trust--net (188,013)
---------------
Net Assets $ 366,771,017
===============
Net Asset Value
Class 1--Based on net assets of $23,145,465 and 23,158,516 shares of
beneficial interest outstanding $ 1.00
===============
Class 2--Based on net assets of $123,994,389 and 124,062,622 shares of
beneficial interest outstanding $ 1.00
===============
Class 3--Based on net assets of $162,092,314 and 162,170,011 shares of
beneficial interest outstanding $ 1.00
===============
Class 4--Based on net assets of $57,538,849 and 57,567,882 shares of
beneficial interest outstanding $ 1.00
===============
See Notes to Financial Statements.
WCMA TREASURY FUND, MARCH 31, 2005
Statement of Operations WCMA Treasury Fund
For the Year Ended March 31, 2005
Investment Income
Interest $ 9,895
Net investment income allocated from the Trust:
Interest and amortization of premium and discount earned 6,312,746
Expenses (986,475)
---------------
Total income 5,336,166
---------------
Expenses
Administration fees $ 998,363
Account maintenance and distribution fees--Class 2 955,570
Account maintenance and distribution fees--Class 3 613,265
Account maintenance and distribution fees--Class 4 262,283
Account maintenance and distribution fees--Class 1 218,192
Registration fees 143,955
Printing and shareholder reports 31,450
Professional fees 26,194
Transfer agent fees--Class 3 14,114
Transfer agent fees--Class 2 12,279
Transfer agent fees--Class 4 6,033
Transfer agent fees--Class 1 1,888
Other 39,072
---------------
Total expenses before waiver and reimbursement 3,322,658
Waiver and reimbursement of expenses (1,080,339)
---------------
Total expenses after waiver and reimbursement 2,242,319
---------------
Investment income--net 3,093,847
---------------
Realized & Unrealized Gain (Loss) Allocated from the Trust--Net
Realized gain--net 9,066
Change in unrealized depreciation--net (160,496)
---------------
Total realized and unrealized loss--net (151,430)
---------------
Net Increase in Net Assets Resulting from Operations $ 2,942,417
===============
See Notes to Financial Statements.
WCMA TREASURY FUND, MARCH 31, 2005
Statements of Changes in Net Assets WCMA Treasury Fund
For the Year Ended March 31,
Increase (Decrease) in Net Assets: 2005 2004
Operations
Investment income--net $ 3,093,847 $ 637,879
Realized gain--net 9,066 31,769
Change in unrealized depreciation--net (160,496) (27,519)
--------------- ---------------
Net increase in net assets resulting from operations 2,942,417 642,129
--------------- ---------------
Dividends & Distributions to Shareholders
Investment income--net:
Class 1 (53,371) (5,114)
Class 2 (827,425) (72,298)
Class 3 (1,567,468) (404,316)
Class 4 (645,583) (156,152)
Realized gain--net:
Class 1 (490) (1,894)
Class 2 (3,269) (11,655)
Class 3 (3,638) (13,370)
Class 4 (1,669) (4,850)
--------------- ---------------
Net decrease in net assets resulting from dividends and distributions to
shareholders (3,102,913) (669,649)
--------------- ---------------
Beneficial Interest Transactions
Net increase (decrease) in net assets derived from beneficial interest
transactions (75,194,795) 442,053,765
--------------- ---------------
Net Assets
Total increase (decrease) in net assets (75,355,291) 442,026,245
Beginning of year 442,126,308 100,063
--------------- ---------------
End of year $ 366,771,017 $ 442,126,308
=============== ===============
See Notes to Financial Statements.
WCMA TREASURY FUND, MARCH 31, 2005
Financial Highlights WCMA Treasury Fund
Class 1
For the Period
For the Year Ended March 20, 2003++
The following per share data and ratios have been derived March 31, to March 31,
from information provided in the financial statements. 2005 2004 2003
Per Share Operating Performance
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00
------------ ------------ ------------
Investment income--net .0025 .0003 .0002
Realized and unrealized gain (loss)--net (.0004) (.0002) .0001
------------ ------------ ------------
Total from investment operations .0021 .0001 .0003
------------ ------------ ------------
Less dividends and distributions:
Investment income--net (.0025) (.0003) (.0002)
Realized gain--net --* (.0001) --
------------ ------------ ------------
Total dividends and distributions (.0025) (.0004) (.0002)
------------ ------------ ------------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00
============ ============ ============
Total Investment Return
Total investment return .26% .04% .04%
============ ============ ============
Ratios to Average Net Assets
Total expenses, net of waiver and reimbursement** 1.32% .96% .02%
============ ============ ============
Total expenses** 1.56% 1.58% .02%
============ ============ ============
Total investment income and realized gain--net .25% .04% .02%
============ ============ ============
Supplemental Data
Net assets, end of period (in thousands) $ 23,145 $ 26,768 $ 25
============ ============ ============
* Amount is less than $(.0001) per share.
** Includes the Fund's share of the Trust's allocated expenses.
++ Effective date of the Fund's registration.
See Notes to Financial Statements.
WCMA TREASURY FUND, MARCH 31, 2005
Financial Highlights (continued) WCMA Treasury Fund
Class 2
For the Period
For the Year Ended March 20, 2003++
The following per share data and ratios have been derived March 31, to March 31,
from information provided in the financial statements. 2005 2004 2003
Per Share Operating Performance
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00
------------ ------------ ------------
Investment income--net .0060 .0007 .0002
Realized and unrealized gain (loss)--net (.0004) --* .0001
------------ ------------ ------------
Total from investment operations .0056 .0007 .0003
------------ ------------ ------------
Less dividends and distributions:
Investment income--net (.0060) (.0007) (.0002)
Realized gain--net --** (.0001) --
------------ ------------ ------------
Total dividends and distributions (.0060) (.0008) (.0002)
------------ ------------ ------------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00
============ ============ ============
Total Investment Return
Total investment return .61% .08% .04%
============ ============ ============
Ratios to Average Net Assets
Total expenses, net of waiver and reimbursement*** .99% .92% .02%
============ ============ ============
Total expenses*** 1.24% 1.25% .02%
============ ============ ============
Total investment income and realized gain--net .59% .08% .02%
============ ============ ============
Supplemental Data
Net assets, end of period (in thousands) $ 123,994 $ 157,800 $ 25
============ ============ ============
* Amount is less than $.0001 per share.
** Amount is less than $(.0001) per share.
*** Includes the Fund's share of the Trust's allocated expenses.
++ Effective date of the Fund's registration.
See Notes to Financial Statements.
WCMA TREASURY FUND, MARCH 31, 2005
Financial Highlights (continued) WCMA Treasury Fund
Class 3
For the Period
For the Year Ended March 20, 2003++
The following per share data and ratios have been derived March 31, to March 31,
from information provided in the financial statements. 2005 2004 2003
Per Share Operating Performance
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00
------------ ------------ ------------
Investment income--net .0094 .0035 .0002
Realized and unrealized gain (loss)--net (.0004) --* .0001
------------ ------------ ------------
Total from investment operations .0090 .0035 .0003
------------ ------------ ------------
Less dividends and distributions:
Investment income--net (.0094) (.0035) (.0002)
Realized gain--net --** (.0001) --
------------ ------------ ------------
Total dividends and distributions (.0094) (.0036) (.0002)
------------ ------------ ------------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00
============ ============ ============
Total Investment Return
Total investment return .95% .36% .04%
============ ============ ============
Ratios to Average Net Assets
Total expenses, net of waiver and reimbursement*** .65% .64% .02%
============ ============ ============
Total expenses*** .94% .95% .02%
============ ============ ============
Total investment income and realized gain--net .95% .36% .02%
============ ============ ============
Supplemental Data
Net assets, end of period (in thousands) $ 162,092 $ 168,710 $ 25
============ ============ ============
* Amount is less than $.0001 per share.
** Amount is less than $(.0001) per share.
*** Includes the Fund's share of the Trust's allocated expenses.
++ Effective date of the Fund's registration.
See Notes to Financial Statements.
WCMA TREASURY FUND, MARCH 31, 2005
Financial Highlights (concluded) WCMA Treasury Fund
Class 4
For the Period
For the Year Ended March 20, 2003++
The following per share data and ratios have been derived March 31, to March 31,
from information provided in the financial statements. 2005 2004 2003
Per Share Operating Performance
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00
------------ ------------ ------------
Investment income--net .0094 .0035 .0002
Realized and unrealized gain (loss)--net (.0003) --* .0001
------------ ------------ ------------
Total from investment operations .0091 .0035 .0003
------------ ------------ ------------
Less dividends and distributions:
Investment income--net (.0094) (.0035) (.0002)
Realized gain--net --** (.0001) --
------------ ------------ ------------
Total dividends and distributions (.0094) (.0036) (.0002)
------------ ------------ ------------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00
============ ============ ============
Total Investment Return
Total investment return .95% .36% .04%
============ ============ ============
Ratios to Average Net Assets
Total expenses, net of waiver and reimbursement*** .65% .65% .02%
============ ============ ============
Total expenses*** .93% .96% .02%
============ ============ ============
Total investment income and realized gain--net .91% .36% .02%
============ ============ ============
Supplemental Data
Net assets, end of period (in thousands) $ 57,539 $ 88,849 $ 25
============ ============ ============
* Amount is less than $.0001 per share.
** Amount is less than $(.0001) per share.
*** Includes the Fund's share of the Trust's allocated expenses.
++ Effective date of the Fund's registration.
See Notes to Financial Statements.
WCMA TREASURY FUND, MARCH 31, 2005
Notes to Financial Statements
WCMA Treasury Fund
1. Significant Accounting Policies:
WCMA Treasury Fund (the "Fund") is registered under the Investment
Company Act of 1940, as amended, as a no load, diversified, open-end
management investment company. The Fund seeks to achieve its
investment objective by investing all of its assets in the Master
Treasury Trust (the "Trust"), which has the same investment
objective and strategies 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 U.S. generally accepted
accounting principles, which may require the use of management
accruals and estimates. Actual results may differ from these
estimates. The percentage of the Trust owned by the Fund at March
31, 2005 was 37.9%. The Fund is divided into four classes,
designated Class 1, Class 2, Class 3 and Class 4. Each Class 1,
Class 2, Class 3 and Class 4 Share represents interest in the same
assets of the Fund and have identical voting, dividend, liquidation
and other rights and the same terms and conditions, except that each
class bears certain expenses related to account maintenance and the
distribution of such shares and the additional incremental transfer
agency costs resulting from the conversion of shares and has
exclusive voting with respect to matters relating to such account
maintenance and distribution expenditures. Income, expenses (other
than expenses attributed to a specific class) and realized and
unrealized gains and losses on invesments 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 investments 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
income and 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 its 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 to shareholders--The Fund declares
dividends daily and reinvests daily such dividends (net of non-
resident alien tax and backup withholding tax withheld) in
additional fund shares at net asset value. Dividends and
distributions are declared from the total of net investment income
and net realized gain or loss on investments.
(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 an Administration Agreement with Fund
Asset Management, L.P. ("FAM"). The general partner of FAM is
Princeton Services, Inc. ("PSI"), an indirect, wholly-owned
subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is the
limited partner. The Fund 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.
The Fund has adopted Distribution Plans in compliance with Rule
12b-1 under the Investment Company Act of 1940, pursuant to which
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), an
affiliate of FAM, receives account maintenance and distribution fees
from the Fund. 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
Maintenance Distribution
Fee Fee
Class 1 .25% .75%
Class 2 .25% .425%
Class 3 .25% .125%
Class 4 .25% .125%
WCMA TREASURY FUND, MARCH 31, 2005
Notes to Financial Statements (continued)
WCMA Treasury Fund
The ongoing account maintenance fee compensates MLPF&S for providing
account maintenance services to respective shareholders. The ongoing
distribution fee compensates MLPF&S for providing shareholder and
distribution related services to respective shareholders. The Fund
has entered into a contractual arrangement with FAM and MLPF&S to
waive and/or reimburse a portion of the Fund's fees and expenses
to ensure that the net expenses for the Fund's Class 2 Shares
are .35% higher than that of CMA Treasury Fund, and Class 3 and
Class 4 Shares are equal to that of CMA Treasury Fund. The fee/
expense waiver or reimbursement includes account maintenance and
distribution fees. This arrangement has a one-year term and is
renewable. The Distributor has voluntarily agreed to waive a portion
of its distribution fees in order to ensure that each class of
shareholders receives a positive yield on each daily dividend. For
the year ended March 31, 2005, FAM and MLPF&S earned fees of
$998,363 and $2,049,310, respectively, of which $1,080,339 was
waived and/or reimbursed.
Financial Data Services, Inc. ("FDS"), a wholly-owned subsidiary of
ML & Co., is the Fund's transfer agent. Interest is earned by the
Fund from FDS based on the difference, if any, between estimated and
actual daily beneficial share activity, which results in uninvested
net proceeds from sales of Fund shares.
Certain officers and/or trustees of the Fund are officers and/or
directors of FAM, PSI, FDS, and/or ML & Co.
3. Shares of Beneficial Interest:
Net increase (decrease) in net assets derived from beneficial
interest transactions was ($75,194,795) and $442,053,765 for the
years ended March 31, 2005 and March 31, 2004, respectively.
Transactions in beneficial interest for each class were as follows:
Class 1 Shares for the Year Dollar
Ended March 31, 2005 Shares Amount
Shares sold 278,318,262 $ 278,318,262
Shares issued to shareholders
in reinvestment of dividends
and distributions 53,865 53,865
--------------- ---------------
Total issued 278,372,127 278,372,127
Shares redeemed (281,985,531) (281,985,531)
--------------- ---------------
Net decrease (3,613,404) $ (3,613,404)
=============== ===============
Class 1 Shares for the Year Dollar
Ended March 31, 2004 Shares Amount
Shares sold 209,224,091 $ 209,224,091
Shares issued to shareholders
in reinvestment of dividends
and distributions 7,008 7,008
Shares issued in connection with
the bulk transfer of WCMA
shareholder assets 27,000,207 27,000,207
--------------- ---------------
Total issued 236,231,306 236,231,306
Shares redeemed (209,484,402) (209,484,402)
--------------- ---------------
Net increase 26,746,904 $ 26,746,904
=============== ===============
Class 2 Shares for the Year Dollar
Ended March 31, 2005 Shares Amount
Shares sold 707,040,659 $ 707,040,659
Shares issued to shareholders
in reinvestment of dividends
and distributions 830,645 830,645
--------------- ---------------
Total issued 707,871,304 707,871,304
Shares redeemed (741,617,318) (741,617,318)
--------------- ---------------
Net decrease (33,746,014) $ (33,746,014)
=============== ===============
Class 2 Shares for the Year Dollar
Ended March 31, 2004 Shares Amount
Shares sold 460,224,756 $ 460,224,756
Shares issued to shareholders
in reinvestment of dividends
and distributions 83,952 83,952
Shares issued in connection with
the bulk transfer of WCMA
shareholder assets 183,494,623 183,494,623
--------------- ---------------
Total issued 643,803,331 643,803,331
Shares redeemed (486,019,710) (486,019,710)
--------------- ---------------
Net increase 157,783,621 $ 157,783,621
=============== ===============
Class 3 Shares for the Year Dollar
Ended March 31, 2005 Shares Amount
Shares sold 1,323,036,450 $ 1,323,036,450
Shares issued to shareholders
in reinvestment of dividends
and distributions 1,571,106 1,571,106
--------------- ---------------
Total issued 1,324,607,556 1,324,607,556
Shares redeemed (1,331,156,594) (1,331,156,594)
--------------- ---------------
Net decrease (6,549,038) $ (6,549,038)
=============== ===============
WCMA TREASURY FUND, MARCH 31, 2005
Notes to Financial Statements (concluded)
WCMA Treasury Fund
Class 3 Shares for the Year Dollar
Ended March 31, 2004 Shares Amount
Shares sold 954,352,808 $ 954,352,808
Shares issued to shareholders
in reinvestment of dividends
and distributions 417,686 417,686
Shares issued in connection with
the bulk transfer of WCMA
shareholder assets 164,869,516 164,869,516
--------------- ---------------
Total issued 1,119,640,010 1,119,640,010
Shares redeemed (950,945,976) (950,945,976)
--------------- ---------------
Net increase 168,694,034 $ 168,694,034
=============== ===============
Class 4 Shares for the Year Dollar
Ended March 31, 2005 Shares Amount
Shares sold 874,328,937 $ 874,328,937
Shares issued to shareholders
in reinvestment of dividends
and distributions 647,252 647,252
--------------- ---------------
Total issued 874,976,189 874,976,189
Shares redeemed (906,262,528) (906,262,528)
--------------- ---------------
Net decrease (31,286,339) $ (31,286,339)
=============== ===============
Class 4 Shares for the Year Dollar
Ended March 31, 2004 Shares Amount
Shares sold 679,539,524 $ 679,539,524
Shares issued to shareholders
in reinvestment of dividends
and distributions 161,002 161,002
Shares issued in connection with
the bulk transfer of WCMA
shareholder assets 43,393,250 43,393,250
--------------- ---------------
Total issued 723,093,776 723,093,776
Shares redeemed (634,264,570) (634,264,570)
--------------- ---------------
Net increase 88,829,206 $ 88,829,206
=============== ===============
4. Distribution to Shareholders:
The tax character of distributions paid during the fiscal years
ended March 31, 2005 and March 31, 2004 was as follows:
3/31/2005 3/31/2004
Distributions paid from:
Ordinary income $ 3,093,965 $ 669,649
Net long-term capital gains 8,948 --
------------- -------------
Total taxable distributions $ 3,102,913 $ 669,649
============= =============
As of March 31, 2005, there were no significant differences between
the book and tax components of net assets.
WCMA TREASURY FUND, MARCH 31, 2005
Report of Independent Registered Public Accounting Firm
WCMA Treasury Fund
To the Shareholders and Board of Trustees of WCMA Treasury Fund:
We have audited the accompanying statement of assets and liabilities
of WCMA Treasury Fund as of March 31, 2005, 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 each of 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 the standards of the
Public Company Accounting Oversight Board (United States). 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. The Fund is
not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the Fund's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, 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 WCMA Treasury Fund as of March 31, 2005, 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 each of the respective periods then
ended, in conformity with U.S. generally accepted accounting
principles.
Deloitte & Touche LLP
Princeton, New Jersey
May 20, 2005
WCMA TREASURY FUND, MARCH 31, 2005
Schedule of Investments Master Treasury Trust (In Thousands)
Face Interest Maturity
Issue Amount Rate Date Value
U.S. Government Obligations*--99.1%
U.S. Treasury Bills $ 112,003 1.96-2.57 % 4/07/2005 $ 111,952
105,418 2.59-2.64 4/14/2005 105,310
143,114 2.285-2.685 4/21/2005 142,896
136,844 2.375-2.65 4/28/2005 136,570
103,575 2.425-2.575 5/05/2005 103,328
1,059 2.471 5/12/2005 1,056
65,000 2.53 5/19/2005 64,776
92,258 2.677-2.70 6/02/2005 91,838
17,188 2.69-2.727 6/09/2005 17,100
34,500 2.40-2.732 6/16/2005 34,303
44,000 2.458-2.797 6/23/2005 43,727
38,000 2.532-2.55 6/30/2005 37,745
23,700 3.00 9/15/2005 23,373
23,700 3.05 9/22/2005 23,358
U.S. Treasury Notes 4,000 1.125 6/30/2005 3,984
5,000 1.625 10/31/2005 4,956
9,500 5.75 11/15/2005 9,644
4,500 1.50 3/31/2006 4,415
Total U.S. Government Obligations (Cost--$960,468) 960,331
Total Investments (Cost--$960,468**)--99.1% 960,331
Other Assets Less Liabilities--0.9% 9,052
----------
Net Assets--100.0% $ 969,383
==========
* U.S. Treasury bills are traded on a discount basis; the interest rates shown are the range
of the discount rates paid at the time of purchase by the Trust. U.S. Treasury notes bear
interest at the rates shown, payable at fixed dates until maturity.
** The cost and unrealized appreciation (depreciation) of investments as of March 31, 2005,
as computed for federal income tax purposes, were as follows:
(in Thousands)
Aggregate cost $ 960,468
===============
Gross unrealized appreciation $ 32
Gross unrealized depreciation (169)
---------------
Net unrealized depreciation $ (137)
===============
See Notes to Financial Statements.
WCMA TREASURY FUND, MARCH 31, 2005
Statement of Assets and Liabilities Master Treasury Trust
As of March 31, 2005
Assets
Investments in unaffiliated securities, at value (identified cost--$960,468,143) $ 960,331,085
Cash 13,490,366
Receivables:
Contributions $ 8,957,259
Interest 249,147 9,206,406
---------------
Prepaid expenses 5,400
---------------
Total assets 983,033,257
---------------
Liabilities
Payables:
Securities purchased 13,464,425
Investment adviser 146,775
Other affiliates 11,171 13,622,371
---------------
Accrued expenses 27,466
---------------
Total liabilities 13,649,837
---------------
Net Assets
Net assets $ 969,383,420
===============
Net Assets Consist of
Investors' capital $ 969,520,478
Unrealized depreciation--net (137,058)
---------------
Net Assets $ 969,383,420
===============
See Notes to Financial Statements.
WCMA TREASURY FUND, MARCH 31, 2005
Statement of Operations Master Treasury Trust
For the Year Ended March 31, 2005
Investment Income
Interest and amortization of premium and discount earned $ 16,172,033
Expenses
Investment advisory fees $ 2,140,629
Accounting services 237,851
Trustees' fees and expenses 39,572
Professional fees 38,703
Custodian fees 33,424
Pricing fees 4,065
Printing and shareholder reports 2,061
Other 19,739
---------------
Total expenses 2,516,044
---------------
Investment income--net 13,655,989
---------------
Realized & Unrealized Gain (Loss)--Net
Realized gain on investments--net 23,252
Change in unrealized appreciation/depreciation on investments--net (391,579)
---------------
Total realized and unrealized loss--net (368,327)
---------------
Net Increase in Net Assets Resulting from Operations $ 13,287,662
===============
See Notes to Financial Statements.
WCMA TREASURY FUND, MARCH 31, 2005
Statements of Changes in Net Assets Master Treasury Trust
For the Year Ended March 31,
Increase (Decrease) in Net Assets: 2005 2004
Operations
Investment income--net $ 13,655,989 $ 10,103,096
Realized gain--net 23,252 125,886
Change in unrealized appreciation/depreciation--net (391,579) (277,669)
--------------- ---------------
Net increase in net assets resulting from operations 13,287,662 9,951,313
--------------- ---------------
Capital Transactions
Proceeds from contributions 5,338,064,437 5,868,128,046
Fair value of withdrawals (5,497,700,237) (6,060,463,520)
--------------- ---------------
Net decrease in net assets derived from capital transactions (159,635,800) (192,335,474)
--------------- ---------------
Net Assets
Total decrease in net assets (146,348,138) (182,384,161)
Beginning of year 1,115,731,558 1,298,115,719
--------------- ---------------
End of year $ 969,383,420 $ 1,115,731,558
=============== ===============
See Notes to Financial Statements.
WCMA TREASURY FUND, MARCH 31, 2005
Financial Highlights Master Treasury Trust
For the Period
For the Year Ended February 13, 2003++
The following per share data and ratios have been derived March 31, to March 31,
from information provided in the financial statements. 2005 2004 2003
Total Investment Return
Total investment return 1.35% .81% .60%*
============ ============ ============
Ratios to Average Net Assets
Expenses .25% .23% .25%*
============ ============ ============
Investment income and realized gain--net 1.34% .82% .98%*
============ ============ ============
Supplemental Data
Net assets, end of period (in thousands) $ 969,383 $ 1,115,732 $ 1,298,116
============ ============ ============
++ Commencement of operations.
* Annualized.
See Notes to Financial Statements.
WCMA TREASURY FUND, MARCH 31, 2005
Notes to Financial Statements
Master Treasury Trust
1. Significant Accounting Policies:
Master Treasury 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 interest in the Trust, subject to
certain limitations. The Trust's financial statements are prepared
in conformity with U.S. generally accepted accounting principles,
which may require the use of management accruals and estimates.
Actual results may differ from these estimates. The following is a
summary of significant accounting policies followed by the Trust.
(a) Valuation of investments--Portfolio securities with remaining
maturities of greater than sixty days, for which market quotations
are readily available, are valued at market value. As securities
transition from sixty-one to sixty days to maturity, the difference
between the valuation existing on the sixty-first day before
maturity and maturity value is amortized on a straight-line basis to
maturity. Securities maturing sixty days or less from their date of
acquisition are valued at amortized cost, which approximates market
value. For purposes of valuation, the maturity of a variable rate
security is deemed to be the next coupon date on which the interest
rate is to be adjusted. Other investments and assets for which
market quotations are not available are valued at fair value as
determined in good faith by or under the direction of the Board of
Trustees.
(b) 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. 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.
(c) 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. Interest
income (including amortization of premium and discount) is
recognized on the accrual basis.
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 based upon the average daily
value of the Trust's net assets at the following annual rates: .25%
of the Trust's average daily net assets not exceeding $500 million;
..175% of the average daily net assets in excess of $500 million, but
not exceeding $1 billion; and .125% of the average daily net assets
in excess of $1 billion.
For the year ended March 31, 2005, the Trust reimbursed FAM $21,552
for certain accounting services.
Certain officers and/or trustees of the Trust are officers and/or
directors of FAM, PSI, and/or ML & Co.
WCMA TREASURY FUND, MARCH 31, 2005
Report of Independent Registered Public Accounting Firm
Master Treasury Trust
To the Investors and Board of
Trustees of Master Treasury Trust:
We have audited the accompanying statement of assets and
liabilities, including the schedule of investments, of Master
Treasury Trust as of March 31, 2005, 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 each of 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 the standards of the
Public Company Accounting Oversight Board (United States). 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. The Trust is
not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the Trust's internal control over financial
reporting. Accordingly, we express no such opinion.
An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. Our procedures included confirmation of
securities owned as of March 31, 2005, by correspondence with the
custodian and brokers; where replies were not received from brokers,
we performed other auditing procedures. 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 Treasury Trust as of March 31, 2005,
the results of its operations for the year then ended, and the
changes in its net assets for each of the two years in the period
then ended and its financial highlights for each of the respective
periods then ended, in conformity with U.S. generally accepted
accounting principles.
Deloitte & Touche LLP
Princeton, New Jersey
May 20, 2005
WCMA TREASURY FUND, MARCH 31, 2005
Officers and Trustees
Number of
Portfolios in Other Public
Position(s) Length of Fund Complex Directorships
Held with Time Overseen by Held by
Name, Address & Age Fund/Trust Served Principal Occupation(s) During Past 5 Years Trustee Trustee
Interested Trustee
Robert C. Doll, Jr.* President 2005 to President of MLIM/FAM-advised funds since 124 Funds None
P.O. Box 9011 and present 2005; President of MLIM and FAM since 2001; 163 Portfolios
Princeton, Trustee Co-Head (Americas Region) thereof from 2000
NJ 08543-9011 to 2001 and Senior Vice President from 1999
Age: 50 to 2001; President and Director of Princeton
Services, Inc. ("Princeton Services") since
2001; President of Princeton Administrators,
L.P. ("Princeton Administrators") since
2001; Chief Investment Officer of Oppenheimer
Funds, Inc. in 1999 and Executive Vice
President thereof from 1991 to 1999.
* Mr. Doll 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. Doll is an "interested person," as defined
in the Investment Company Act, of the Fund based on his current
positions with MLIM, FAM, Princeton Services and Princeton
Administrators, L.P. Trustees serve until their resignation, removal
or death, or until December 31 of the year in which they turn 72. As
Fund/Trust President, Mr. Doll serves at the pleasure of the Board
of Trustees.
WCMA TREASURY FUND, MARCH 31, 2005
Officers and Trustees (continued)
Number of
Portfolios in Other Public
Position(s) Length of Fund Complex Directorships
Held with Time Overseen by Held by
Name, Address & Age Fund/Trust Served Principal Occupation(s) During Past 5 Years Trustee Trustee
Independent Trustees*
Ronald W. Forbes Trustee 2003 to Professor Emeritus of Finance, School of 48 Funds None
P.O. Box 9095 present Business, State University of New York at 48 Portfolios
Princeton, Albany since 2000 and Professor thereof
NJ 08543-9095 from 1989 to 2000; International Consultant,
Age: 64 Urban Institute from 1995 to 1999.
Cynthia A. Montgomery Trustee 2003 to Professor, Harvard Business School since 48 Funds Newell
P.O. Box 9095 present 1989; Associate Professor, J.L. Kellogg 48 Portfolios Rubbermaid, Inc.
Princeton, Graduate School of Management, Northwestern (manufacturing)
NJ 08543-9095 University from 1985 to 1989; Associate
Age: 52 Professor, Graduate School of Business
Administration, University of Michigan from
1979 to 1985; Director, Harvard Business
School of Publishing since 2005.
Jean Margo Reid Trustee 2004 to Self-employed consultant since 2001; Counsel 48 Funds None
P.O. Box 9095 present of Alliance Capital Management (investment 48 Portfolios
Princeton, adviser) in 2000; General Counsel, Director
NJ 08543-9095 and Secretary of Sanford C. Bernstein & Co.,
Age: 59 Inc. (investment adviser/broker-dealer) from
1997 to 2000; Secretary, Sanford C. Bernstein
Fund, Inc. from 1994 to 2000; Director and
Secretary of SCB, Inc. since 1998; Director
and Secretary of SCB Partners, Inc. since 2000;
Director of Covenant House from 2001 to 2004.
Roscoe S. Suddarth Trustee 2003 to President, Middle East Institute from 1995 48 Funds None
P.O. Box 9095 present to 2001; Foreign Service Officer, United 48 Portfolios
Princeton, States Foreign Service from 1961 to 1995;
NJ 08543-9095 Career Minister from 1989 to 1995; Deputy
Age: 69 Inspector General, U.S. Department of State
from 1991 to 1994; U.S. Ambassador to The
Hashemite Kingdom of Jordan from 1987 to 1990.
Richard R. West Trustee 2003 to Professor of Finance from 1984 to 1995, 48 Funds Bowne & Co.,
P.O. Box 9095 present Dean from 1984 to 1993 and since 1995 48 Portfolios Inc. (financial
Princeton, Dean Emeritus of New York University printers);
NJ 08543-9095 Leonard N. Stern School of Business Vornado
Age: 67 Administration. Realty Trust
(real estate
company);
Alexander's, Inc.
(real estate
company)
Edward D. Zinbarg Trustee 2003 to Self-employed financial consultant since 48 Funds None
P.O. Box 9095 present 1994; Executive Vice President of The 48 Portfolios
Princeton, Prudential Insurance Company of America
NJ 08543-9095 from 1988 to 1994; former Director of
Age: 70 Prudential Reinsurance Company and former
Trustee of The Prudential Foundation.
* Trustees serve until their resignation, removal or death, or until
December 31 of the year in which they turn 72.
WCMA TREASURY FUND, MARCH 31, 2005
Officers and Trustees (concluded)
Position(s) Length of
Held with Time
Name, Address & Age Fund/Trust Served Principal Occupation(s) During Past 5 Years
Fund Officers*
Donald C. Burke Vice 2003 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 Director since 2004; Vice President of FAMD since 1999; Vice President
NJ 08543-9011 Treasurer of MLIM and FAM from 1990 to 1997; Director of Taxation of MLIM from 1990 to
Age: 44 2001; Vice President, Treasurer and Secretary of the IQ Funds since 2004.
Cindy V. Macaulay Vice 2003 to Vice President of MLIM since 1996.
P.O. Box 9011 President present
Princeton,
NJ 08543-9011
Age: 38
Jeffrey Hiller Chief 2004 to Chief Compliance Officer of the MLIM/FAM-advised funds and First Vice President
P.O. Box 9011 Compliance present and Chief Compliance Officer of MLIM (Americas Region) since 2004; Chief
Princeton, Officer Compliance Officer of the IQ Funds since 2004; Global Director of Compliance at
NJ 08543-9011 Morgan Stanley Investment Management from 2002 to 2004; Managing Director and
Age: 53 Global Director of Compliance at Citigroup Asset Management from 2000 to 2002;
Chief Compliance Officer at Soros Fund Management in 2000; Chief Compliance
Officer at Prudential Financial from 1995 to 2000; Senior Counsel in the
Commission's Division of Enforcement in Washington, D.C. from 1990 to 1995.
Alice A. Pellegrino Secretary 2004 to Director (Legal Advisory) of MLIM since 2002; Vice President of MLIM from
P.O. Box 9011 present 1999 to 2002; Attorney associated with MLIM since 1997; Secretary of MLIM,
Princeton, FAM, FAMD and Princeton Services since 2004.
NJ 08543-9011
Age: 45
* Officers of the Fund/Trust serve at the pleasure of the Board of Trustees.
Further information about the Fund's Officers and Trustees is
available in the Fund's Statement of Additional Information, which
can be obtained without charge by calling 1-800-MER-FUND.
Custodian
State Street Bank and Trust Company
P.O. Box 351
Boston, MA 02101
Transfer Agent
Financial Data Services, Inc.
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
800-221-7210*
* For inquiries regarding your WCMA account, call 800-262-4636.
Effective January 1, 2005, Terry K. Glenn, President and Trustee and
Kevin A. Ryan, Trustee of WCMA Treasury Fund and Master Treasury
Trust retired. The Fund's/Trust's Board of Trustees wishes Messrs.
Glenn and Ryan well in their retirements.
Effective January 1, 2005, Robert C. Doll, Jr. became President and
Trustee of the Fund and the Trust.
WCMA TREASURY FUND, MARCH 31, 2005
Item 2 - Code of Ethics - The registrant has adopted a code of
ethics, as of the end of the period covered by this
report, that applies to the registrant's principal
executive officer, principal financial officer and
principal accounting officer, or persons performing
similar functions. A copy of the code of ethics
is available without charge upon request by calling
toll-free 1-800-MER-FUND (1-800-637-3863).
Item 3 - Audit Committee Financial Expert - The registrant's board
of directors has determined that (i) the registrant has
the following audit committee financial experts serving
on its audit committee and (ii) each audit committee
financial expert is independent: (1) Ronald W. Forbes,
(2) Richard R. West, and (3) Edward D. Zinbarg.
Item 4 - Principal Accountant Fees and Services
WCMA Treasury Fund
(a) Audit Fees - Fiscal Year Ending March 31, 2005 - $6,500
Fiscal Year Ending March 31, 2004 - $6,200
(b) Audit-Related Fees -
Fiscal Year Ending March 31, 2005 - $0
Fiscal Year Ending March 31, 2004 - $0
(c) Tax Fees - Fiscal Year Ending March 31, 2005 - $6,300
Fiscal Year Ending March 31, 2004 - $5,800
The nature of the services include tax compliance, tax advice
and tax planning.
(d) All Other Fees - Fiscal Year Ending March 31, 2005 - $0
Fiscal Year Ending March 31, 2004 - $0
Master Treasury Trust
(a) Audit Fees - Fiscal Year Ending March 31, 2005 - $28,000
Fiscal Year Ending March 31, 2004 - $27,000
(b) Audit-Related Fees -
Fiscal Year Ending March 31, 2005 - $0
Fiscal Year Ending March 31, 2004 - $0
(c) Tax Fees - Fiscal Year Ending March 31, 2005 - $8,700
Fiscal Year Ending March 31, 2004 - $8,000
The nature of the services include tax compliance, tax advice
and tax planning.
(d) All Other Fees - Fiscal Year Ending March 31, 2005 - $0
Fiscal Year Ending March 31, 2004 - $0
(e)(1) The registrant's audit committee (the "Committee") has
adopted policies and procedures with regard to the pre-approval
of services. Audit, audit-related and tax compliance services
provided to the registrant on an annual basis require specific
pre-approval by the Committee. The Committee also must approve
other non-audit services provided to the registrant and those
non-audit services provided to the registrant's affiliated
service providers that relate directly to the operations and the
financial reporting of the registrant. Certain of these non-
audit services that the Committee believes are a) consistent
with the SEC's auditor independence rules and b) routine and
recurring services that will not impair the independence of the
independent accountants may be approved by the Committee without
consideration on a specific case-by-case basis ("general pre-
approval"). However, such services will only be deemed pre-
approved provided that any individual project does not exceed
$5,000 attributable to the registrant or $50,000 for all of the
registrants the Committee oversees. Any proposed services
exceeding the pre-approved cost levels will require specific pre-
approval by the Committee, as will any other services not
subject to general pre-approval (e.g., unanticipated but
permissible services). The Committee is informed of each
service approved subject to general pre-approval at the next
regularly scheduled in-person board meeting.
(e)(2) 0%
(f) Not Applicable
(g) Fiscal Year Ending March 31, 2005 - $10,018,400
Fiscal Year Ending March 31, 2004 - $16,708,160
(h) The registrant's audit committee has considered and
determined that the provision of non-audit services that were
rendered to the registrant's 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.
Regulation S-X Rule 2-01(c)(7)(ii) - $945,000, 0%
Item 5 - Audit Committee of Listed Registrants - Not Applicable
Item 6 - Schedule of Investments - Not Applicable
Item 7 - Disclosure of Proxy Voting Policies and Procedures for
Closed-End Management Investment Companies - Not
Applicable
Item 8 - Portfolio Managers of Closed-End Management Investment
Companies - Not Applicable
Item 9 - Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers - Not
Applicable
Item 10 - Submission of Matters to a Vote of Security Holders - Not
Applicable
Item 11 - Controls and Procedures
11(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.
11(b) - There were no changes in the registrant's internal
control over financial reporting (as defined in Rule
30a-3(d) under the Act (17 CFR 270.30a-3(d)) that
occurred during the second fiscal half-year of the period
covered by this report that has materially affected,
or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
Item 12 - Exhibits attached hereto
12(a)(1) - Code of Ethics - See Item 2
12(a)(2) - Certifications - Attached hereto
12(a)(3) - Not Applicable
12(b) - Certifications - 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.
WCMA Treasury Fund and Master Treasury Trust
By: /s/ Robert C. Doll, Jr.
-------------------------------
Robert C. Doll, Jr.,
Chief Executive Officer of
WCMA Treasury Fund and Master Treasury Trust
Date: May 23, 2005
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/ Robert C. Doll, Jr.
--------------------------------
Robert C. Doll, Jr.,
Chief Executive Officer of
WCMA Treasury Fund and Master Treasury Trust
Date: May 23, 2005
By: /s/ Donald C. Burke
----------------------------
Donald C. Burke,
Chief Financial Officer of
WCMA Treasury Fund and Master Treasury Trust
Date: May 23, 2005