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BLACKROCK MERRILL LYNCH INTERNATIONAL INVESTMENT FUNDS CAPITAL PROTECTION Global Markets & Investment Banking Global Research Global Wealth Management

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Page 1: Merrill+Lynch+Investment+Funds10

Blackrock Merrill lynch international investMent Funds

1

BLACKrOCK MErriLL LyNCH iNTErNATiONAL iNVESTMENT FuNdS

caPital Protection

Global Markets & Investment Banking Global Research Global Wealth Management

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TABLE OF CONTENTS

pAgE

n HigHLigHTS 2

n MLiiF WOrLd MiNiNg FuNd 3

l ATTrACTiVE MiNiNg SECTOr

l dETAiLS OF THE MLiiF WOrLd MiNiNg FuNd

n MLiiF WOrLd gOLd FuNd 7

l rENAiSSANCE OF A CLASSiC

l dETAiLS OF THE MLiiF WOrLd gOLd FuNd

n MLiiF WOrLd ENErgy FuNd 11

l STiLL iN THE FAST LANE

l dETAiLS OF THE MLiiF WOrLd ENErgy FuNd

n HOW THE CErTiFiCATES WOrK 14

n iSSuE CONdiTiONS 16

l MLiiF WOrLd MiNiNg FuNd CErTiFiCATE

l MLiiF WOrLd gOLd FuNd CErTiFiCATE

l MLiiF WOrLd ENErgy FuNd CErTiFiCATE

Blackrock Merrill lynch international investMent Funds

2

n iNVEST iN TOp MErriLL LyNCH iNTErNATiONAL iNVESTMENT FuNdS WiTH 100% CApiTAL prOTECTiON

l MLiiF WOrLd MiNiNg FuNd

l MLiiF WOrLd gOLd FuNd

l MLiiF WOrLd ENErgy FuNd

n HigH pArTiCipATiON rATE OF 100%

n AT MATuriTy, THE iNVESTOr rECEiVES THE FOLLOWiNg AMOuNT:

l A100% OF THE AMOuNT iNVESTEd pLuS THE pOSiTiVE pErFOrMANCE OF THE rELEVANT M LiiF FuNd, prOVidEd THAT THE BArriEr WAS NEVEr rEACHEd Or EXCEEdEd duriNg THE TErM (BArriEr: 155%)1

l 115% OF THE AMOuNT iNVESTEd iF THE BArriEr WAS rEACHEd Or EXCEEdEd duriNg THE TErM

n MANAgEABLE THrEE-yEAr TErM

n THE CErTiFiCATES ArE dENOMiNATEd iN EurOS ANd ArE TrAdEd dAiLy

n WiLL BE AppLiEd FOr ON SWX SWiSS EXCHANgE

HigHLigHTS

1 The level of the barrier is indicative. It will be finalized on 3 March 2008.

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The mining sector has been generating robust growth for a number of years. A main driver has been the impressive economic growth in China and India, which is increasing demand for base metals and industrial minerals (such as iron ore, copper, nickel and zinc). But the supply of these raw materials is limited because the sector has failed to make the requisite capital investment. What’s more, it will take at least three to five years for any newly discovered deposits to reach the extraction stage. The shortage of equipment and machinery (drills, trucks, etc.) and of qualified personnel (mining engineers) has made this production shortfall even worse. And as demand for these raw materials now outstrips supply, prices are soaring. Many experts believe that the cyclical high the mining sector is currently going through will persist, and they do not think prices are going to retreat from their current high levels any time soon.

A. MLiiF WOrLd MiNiNg FuNd

ATTrACTiVE MiNiNg SECTOr

Companies with mining activities have benefited from higher raw materials prices and increased demand. Mining companies may not enjoy the same degree of awareness as other blue-chip stocks, but sector leaders like Anglo American, BHP Billiton and Rio Tinto are now acknowledged to be index giants, with impressive powers of cash generation and extremely strong balance sheets. The last few years have brought a sea change to the management philosophy of these companies when it comes to investing surplus cash. Given extended delivery times for materials, the deteriorating quality of new projects and poor exploration results, few mining companies are currently expanding their production capacities. Instead, they have bought back large volumes of their own shares and distributed dividends to investors. This trend is not restricted to the established companies: it can also be seen in sector newcomers and smaller operations, and it holds out the prospect of rapid rises in profits. The outlook is highly positive for the coming years.2

2 Source: BlackRock

performance in Eur as of 21 december 2007

600

500

400

300

200

100

0Nov.02 May.03 Nov.03 May.04 Nov.04 May.05 Nov.05 May.06 Nov.06 May.07

MLIIF DJ AIG Commodity Index

HSBC Global Mining Index MSCI World Index

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The Merrill Lynch International Investment Fund - World Mining Fund invests globally in the shares of between 50 and 80 mining and metal companies that are active in the extraction and production of raw materials such as iron ore, copper and nickel. The fund can also invest its assets in producers of gold and other precious metals, though it cannot hold precious metals in physical form.

A. MLiiF WOrLd MiNiNg FuNd

dETAiLS OF THE MLiiF WOrLd MiNiNg FuNd

BlackRock Merrill Lynch is a member of the investment fund eliteMerrill Lynch Investment Managers and BlackRock amalgamated on 1 October 2006 to form BlackRock Merrill Lynch. The new company is one of the world’s largest fund managers. As of the end of September 2007, it managed a total of USD 1.3 trillion, and the Merrill Lynch International Investment Fund (MLIIF) family, to which the MLIIF World Mining Fund belongs, consisted of 61 investment funds with total assets of USD 85.9 billion.

Valuation by independent rating agenciesMorningstar has awarded the MLIIF World Mining Fund its highest rating: five stars. The quality of its fund management and its performance to date have brought the fund an AAA rating from the renowned Standard and Poor’s agency. This constitutes a particular seal of approval as only 4% of all investment funds have achieved any S&P rating, and fewer than 1% have been judged worthy of the top triple-A rating.

Fund managers with many years’ experienceThe fund is managed by a team specializing in commodities, with many years’ extensive experience in this sector. The team is part of BlackRock MLIM Natural Resources, which in the last 16 years has itself developed into one of the most renowned commodities teams. As of the end of September 2007, it managed assets totalling some USD 40 billion, of which some USD 14 billion was invested in the MLIIF World Mining Fund.

Excellent investment performanceThe fund’s cumulative performance to the end of November 2007 was 239.0% over three years and 593.2% over five. Year-to-date, its investment performance is a remarkable 66.79%. The MLIIF World Mining Fund is right at the top of its investment category. It has generated the best performance in this fund segment since inception.

4

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cumulative performanceannualized

performance

1 year 3 years 5 years Since launch Since launch

MLIIF World Mining ‘A’ (USD) 70.89% 239.00% 593.20% 861.10% 23.57%

HSBC Global Mining (USD) 60.51% 196.67% 470.96% 392.52% 16.08%

A. MLiiF WOrLd MiNiNg FuNd

FuNd pErFOrMANCE (as of 30 November 2007)

region Fund Benchmark*Europe 37.0% 41.8%Latin America 16.5% 16.0%North America 14.1% 19.2%South Africa 12.5% 7.5%Asia & Australia/Oceania 8.5% 9.1%Cash 5.8% 0,0%Former Soviet Union 3.5% 3,6%China 2.1% 1,5%Other 0,0% 1,3%

Rio Tinto 10.4 %CVRD 9.1 %

BHP Bilton 7.6 %Anglo American 5.7 %

Impala 4.4 %Xstrata 4.4 %

Norilsk Nickel 3.5 %Alcoa 3.0 %

Teck Cominco 2.4 %Barrick Gold 2.3 %

52.8 %

THE 10 LArgEST HOLdiNgS (as of 30 November 2007)

FuNd COMpOSiTiON (as of 30 November 2007)

Market capitalization Fund Benchmark*Large > USD 10 bn 78.9 % 82.1 %Medium USD 1-10 bn 20.5 % 16.7 %Small > USD 1 bn 0.6 % 1.2 %

sector Fund Benchmark*Diversified stocks 49.7% 55.5%Gold 11,8% 12,8%

Platinum 7.5% 4.8%Copper 6.9% 9.3%Cash 5.8% 0,0%Aluminium 4.7% 6.6%Other 3.9% 2.9%Zinc 3,9% 1.3%Nickel 2,7% 2.0%Coal 2.4% 3,3%Uranium 0,7% 1,5%

*HSBC Global Mining IndexSource: BlackRockThe value of your investment may fluctuate. Past performance is not necessarily a reliable guide to future performance.

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B. MLiiF WOrLd gOLd FuNd

rENAiSSANCE OF A CLASSiC

It’s not magnetic, yet it attracts us as if by magic. Man has been fascinated and inspired by gold for thousands of years – as jewellery, as the basis of currency systems, as a versatile material or as an investment vehicle for personal assets. This classic is currently enjoying a renaissance.

Since the price collapse of the 1980s and 1990s, when the precious yellow metal reached a low point of just over USD 250 per fine ounce, the price has been rising steadily. At present it is close to USD 800 per fine ounce.

Experts are agreed that gold is an attractive addition to any portfolio because, given the ratio between supply and demand, it has truly glittering prospects. Demand for gold is rising, but production has been declining for several years. Increasing prosperity in Asia is boosting demand. India, the country with the largest private holdings of gold, is set to buy still more gold jewellery as its purchasing power rises – and a similar trend is expected in China. Further significant demand is generated by investment vehicles in the form of precious metal ETFs, which hold physical metal and have drawn substantial quantities of gold off the open market in recent years.

Gold has many valuable qualities. It is stable, it provides protection from inflation, and it has repeatedly proven a safe haven in times of crisis. On top of that, gold is a scarce commodity because the supply is finite: it will never be available to investors in unlimited quantities. And global demand is rising.

Those who decide to invest in gold on the basis of these prospects have a range of possibilities open to them. Probably the best known is the purchase of gold bars, but these are expensive and unwieldy – and they also need secure storage facilities. Then there are gold ETFs, but these only reflect movements in the gold price. The third possibility is the MLIIF World Gold Fund, which invests in the shares of gold mining companies – whose earnings benefit to an above-average extent from any increase in the gold price. As the large mining companies are sitting on mountains of cash, they find it both simpler and more profitable to acquire reserves by taking over other companies, rather than looking for new deposits and bearing the production-strategy risk themselves. This has the effect of reducing net production, which increases these companies’ profits.3

3 Source: BlackRock

performance in Eur as of 21 december 2007

350

300

250

200

150

100

50

0Nov.02 May.03 Nov.03 May.04 Nov.04 May.05 Nov.05 May.06 Nov.06 May.07

MLIIF DJ AIG Commodity Index

FTSE Gold Mines MSCI World Index

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B. MLiiF WOrLd gOLd FuNd

dETAiLS OF THE MLiiF WOrLd gOLd FuNd

The Merrill Lynch International Investment Fund - World Gold Fund invests in the shares of between 50 and 80 companies that are active in the extraction of precious metals. Most of these are gold mining companies, but others focus on the extraction of platinum, palladium, silver and diamonds. The fund does not invest in physical precious metals.

BlackRock Merrill Lynch is a member of the investment fund eliteMerrill Lynch Investment Managers and BlackRock amalgamated on 1 October 2006 to form BlackRock Merrill Lynch. The new company is one of the world’s largest fund managers. As of the end of September 2007, it managed a total of USD 1.3 trillion, and the Merrill Lynch International Investment Fund (MLIIF) family, to which the MLIIF World Mining Fund belongs, consisted of 61 investment funds with total assets of USD 85.9 billion.

Fund managers with many years’ experienceThe fund is managed by a team specializing in commodities, with many years’ extensive experience in this sector. The team is part of BlackRock MLIM Natural Resources, which in the last 16 years has itself developed into one of the most renowned commodities teams. As of the end of September 2007, it managed assets totalling some USD 40 billion, of which some USD 6.4 billion was invested in the MLIIF World Gold Fund.

Excellent investment performanceThe fund’s cumulative performance to the end of November 2007 was 108.41% over three years and 302.50% over five. Year-to-date, its investment performance is a remarkable 35.22%. The MLIIF World Gold Fund is a leader in its investment category.

8

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cumulative performanceannualized

performance

1 year 3 years 5 years Since launch Since launch

MLIIF World Gold ‘A’ (USD) 33.71% 108.41% 302.50% 415.60% 13.53%

FTSE Gold Mines (USD) 16.84% 61.80% 183.64% 49.81% 3.18%

B. MLiiF WOrLd gOLd FuNd

FuNd pErFOrMANCE (as of 30 November 2007)

region Fund Benchmark*North America 30.6 % 58.4 %South Africa 19.4 % 19.3 %Australasia 18.5 % 12.2 %Europe 10.3 % 0.0 %Latin America 9.9 % 3.5 %China 5.4 % 4.6 %Cash 3.2 % 0.0 %Former Soviet Union 2.7 % 2.0 %

Newcrest Mining 8.8 %Barrick Gold 7.3 %

Lihir Gold 5.7 %Kinross Gold 5.2 %

Minas Buenaventura 5.1 %Impala 4.9 %

INDS Penoles 4.7 %Zijin Mining 4.6 %Gold Fields 4.5 %Goldcorp 3.4 %

54.2 %

THE 10 LArgEST HOLdiNgS (as of 30 November 2007)

FuNd COMpOSiTiON (as of 30 November 2007)

Market capitalization Fund Benchmark*Large > USD 10 bn 52.6 % 22.4 %Medium USD 1-10 bn 44.8 % 77.4 %Small > USD 1 bn 2.6 % 0.2 %

sector Fund Benchmark*Gold 81.5 % 100.0 %Platinum 8.3 % 0.0 %Silver 5.7 % 0.0 %Cash 3.2 % 0.0 %Diamonds 1.3 % 0.0 %

*FTSE Gold Mines Index (USD)Quelle: BlackRock The value of your investment may fluctuate. Past performance is not necessarily a reliable guide to future performance.

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C. MLiiF WOrLd ENErgy FuNd

STiLL iN THE FAST LANE

It’s an ill wind that blows no good. Rising petrol prices leave drivers gasping at the pumps, but crude oil prices of USD 80 a barrel – or even higher – gladden the hearts of investors.

And investors may well stay in a good mood, because prospects are outstanding. Following several years’ lacklustre performance, the entire energy sector has plenty of leeway to make up, while many market participants, in expectation of the oil price remaining high in the long term, have revised their earnings estimates upwards.

In the last five years, the global economic upturn has generated the fastest, most enduring growth since the 1960s – and this has brought soaring energy needs, driven first and foremost by the emerging

markets. China is now the world’s second-largest consumer of oil, and it will continue in future to spur on demand. On a historical comparison, oil stocks in the western economies are low. OPEC has virtually no scope left to stop the supply shortfall by increasing production and opening up new oilfields. Taking a new field online is both far more difficult than it used to be and increasingly expensive.

Many financial analysts, and even sector specialists, have based their current earnings estimates for the energy companies – as in the past – on overly low assumptions about oil and gas prices. Given stable or rising commodity prices, this ought to produce pleasant surprises when the energy companies come to report their actual earnings.4

4 Source: BlackRock

performance in Eur as of 21 december 2007

350

300

250

200

150

100

50

0Nov.02 May.03 Nov.03 May.04 Nov.04 May.05 Nov.05 May.06 Nov.06 May.07

MLIIF DJ AIG Commodity Index

MSCI World Energy MSCI World Index

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C. MLiiF WOrLd ENErgy FuNd

dETAiLS OF THE MLiiF WOrLd ENErgy FuNd

The Merrill Lynch International Investment Fund - World Energy Fund invests in the shares of between 40 and 60 companies that are active in the field of developing, extracting and distributing energy commodities such as crude oil and natural gas. Some fund assets are held in the shares of companies that focus on development technologies and on the supply of energy services. The fund does not invest in physical commodities or in derivatives based on them.

BlackRock Merrill Lynch is a member of the investment fund elite Merrill Lynch Investment Managers and BlackRock amalgamated on 1 October 2006 to form BlackRock Merrill Lynch. The new company is one of the world’s largest fund managers. As of the end of September 2007, it managed a total of USD 1.3 trillion, and the Merrill Lynch International Investment Fund (MLIIF) family, to which the MLIIF World Mining Fund belongs, consisted of 61 investment funds with total assets of USD 85.9 billion.

Fund managers with many years’ experienceThe fund is managed by a team specializing in commodities, with many years’ extensive experience in this sector. The team is part of BlackRock MLIM Natural Resources, which in the last 16 years has itself developed into one of the most renowned commodities teams. As of the end of September 2007, it managed assets totalling some USD 40 billion, of which some USD 5.5 billion was invested in the MLIIF World Energy Fund.

Excellent investment performanceThe fund’s cumulative performance to the end of November 2007 was 108.99% over three years and 291.13% over five. Year-to-date, its investment performance is a remarkable 32.6%. The MLIIF World Energy Fund is among the leaders in its investment category.

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cumulative performanceannualized

performance

1 year 3 years 5 years Since launch Since launch

MLIIF World Energy ‘A’ (USD) 30.38% 108.99% 291.13% 195.30% 17.67%

MSCI World Energy Net (USD) 20.80% 84.06% 209.05% 170.28% 16.12%

C. MLiiF WOrLd ENErgy FuNd

FuNd pErFOrMANCE (as of 30 November 2007)

region Fund Benchmark*North America 53.7 % 61.7 %Europe 16.2 % 35.0 %Asia & Pacific (ex Japan) 12.9 % 1.5 %Former Soviet Union 6.4 % 0.0 %Cash 4.9 % 0.0 %Africa & Middle East 3.2 % 0.1 %Latin America 1.9 % 0.0 %Australasia 0.8 % 1.7 %

Exxon Mobile 10.3%Chevron Corp. 5.3%

BP 5.2%Niko Resources 3.9%Schlumberger 3.6%

Reliance Industries 3.5%BG Group 3.1%

Occidental Petroleum 2.8%Sibir Energy 2.8%

Total 2.6%43.1 %

THE 10 LArgEST HOLdiNgS (as of 30 November 2007)

FuNd COMpOSiTiON (as of 30 November 2007)

Market capitalization Fund Benchmark*Large > USD 10 bn 71.6 % 91.0 %

Medium USD 1-10 bn 24.5 % 9.0 %

Small > USD 1 bn 3.9 % 0.0 %

sector Fund Benchmark*US dollar 58.3 % 50.8 %

Sterling 16.3 % 20.2 %

Canadian Dollar 12.4 % 11.0 %

Other 10.4 % 5.2 %

Euro 2.6 % 12.8 %

* MSCI World Energy Net Index (USD)Source: BlackRock The value of your investment may fluctuate. Past performance is not necessarily a reliable guide to future performance.

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“up ANd OuT” CALL STruCTurE WiTH 100% CApiTAL prOTECTiON

We have chosen an “Up and Out” call structure for our certificates because this enables us to offer 100% capital protection5.

How does the “Up and Out” call structure work?In the “Up and Out” call structure the investor basically participates 1:1 in the positive performance of the relevant MLIIF fund. If the MLIIF fund never reaches or exceeds the barrier of 155%6 during the term, at maturity the investor receives 100% of the amount invested plus the positive performance of the relevant MLIIF fund.

5 Capital protection applies only on the Valuation Date. During the term negative market developments may lead to the price falling below the nominal value. All references to capital protection assume that the certificates are bought during the subscription period, i.e. on or before the Issue Date, and are held to Valuation Date.

Scenario 1 illustrates the hypothetical pay-outs if the barrier is never reached or exceeded during the term. In this event, the investor participates 1:1 in the positive performance of the relevant MLIIF fund (up to a maximum of 155%)6.

6 The level of the barrier is indicative. It will be finalized on 3 March 2008.

SCENAriO 1

If the barrier is reached or exceeded during the term, at maturity the investor receives 115% of the amount invested – regardless of whether the performance of the MLIIF fund is positive or negative.

Fund level at maturity Minimum5 Fund performance SEttLEMENt AMOUNt

130% 100% 30% 130%

80% 100% -20% 100%

Scenario 2 illustrates the hypothetical pay-outs if the barrier is reached or exceeded during the term. At maturity the investor receives 115% of the amount invested.

SCENAriO 2

Fund level at maturity Minimum5 Fund performance Settlement amount

130% 100% 30% 115%

80% 100% -20% 115%

HOW THE CErTiFiCATES WOrK

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iSSuE CONdiTiONS

MLIIF WORLD MINING FUND CERtIFICAtE

Issuer Merrill Lynch S.A., Luxembourg

Guarantor Merrill Lynch & Co., Inc. Delaware (S&P A+, Moody’s A1, Fitch A+)

ISIN XS0343815774

Valor 3739771

Symbol BRWMF

Listing Will be applied for on SWX Swiss Exchange

Underlying MLIIF World Mining Fund

Subscription Period Until 29 February 2008

Strike Date 3 March 2008

Issue Date 10 March 2008

Listing Date 10 March 2008

Valuation Date 3 March 2011

Currency EUR

Issue Price EUR 100

Minimum trading Volume 1 certificate

Capital Protection 100%

Barrier 155%*

Settlement Amount on the Final Settlement Date At maturity the investor receives the following amount:• 100% of the amount invested plus the positive performance of the MLIIF World Mining fund, provided that the barrier was never reached or exceeded during the term;• 115%of theamount invested if thebarrierwasreachedorexceeded during the term.

Secondary market Merrill Lynch shall make every effort to establish a secondary market with a maximum bid-offer spread of 2.5%

Calculation agent Merrill Lynch International

Applicable law English law

Clearing Euroclear and Clearstream/SIS SegaIntersettle

Sales restrictions USA: the certificates have not been and will not be authorized for distribution in the USA, and are therefore only available in accordance with the conditions for private placement.

European Union: no sales prospectus (as defined in the EU Prospectus Directive 2003/71/EC) has been prepared for the certificate. As a result, any buyers of the certificate who wish to sell it in another EU member state may do so only if they comply with the EU Prospectus Directive as implemented in the country concerned.

Subscription Period Until 29 February 2008

* Figures are indicative. They will be finalized on 3 March 2008.

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MLIIF WORLD GOLD FUND CERtIFICAtE

Issuer Merrill Lynch S.A., Luxembourg

Guarantor Merrill Lynch & Co., Inc. Delaware (S&P A+, Moody’s A1, Fitch A+)

ISIN XS0343814884

Valor 3739770

Symbol BRWGF

Listing Will be applied for on SWX Swiss Exchange

Underlying MLIIF World Gold Fund

Subscription Period Until 29 February 2008

Strike Date 3 March 2008

Issue Date 10 March 2008

Listing Date 10 March 2008

Valuation Date 3 March 2011

Currency EUR

Issue Price EUR 100

Minimum trading Volume 1 certificate

Capital Protection 100%

Barrier 155%*

Settlement Amount on the Final Settlement Date At maturity the investor receives the following amount:• 100% of the amount invested plus the positive performance of the MLIIF World Mining fund, provided that the barrier was never reached or exceeded during the term.• 115%of theamount invested if thebarrierwasreachedorexceeded during the term.

Secondary market Merrill Lynch shall make every effort to establish a secondary market with a maximum bid-offer spread of 2.5%

Calculation agent Merrill Lynch International

Applicable law English law

Clearing Euroclear and Clearstream/SIS SegaIntersettle

Sales restrictions USA: the certificates have not been and will not be authorized for distribution in the USA, and are therefore only available in accordance with the conditions for private placement.

European Union: no sales prospectus (as defined in the EU Prospectus Directive 2003/71/EC) has been prepared for the certificate. As a result, any buyers of the certificate who wish to sell it in another EU member state may do so only if they comply with the EU Prospectus Directive as implemented in the country concerned.

Subscription Period Until 29 February 2008

* Figures are indicative. They will be finalized on 3 March 2008.

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MLIIF WORLD ENERGY FUND CERtIFICAtE

Issuer Merrill Lynch S.A., Luxembourg

Guarantor Merrill Lynch & Co., Inc. Delaware (S&P A+, Moody’s A1, Fitch A+)

ISIN XS0343812599

Securities no. 3739769

Symbol BRWEF

Listing Will be applied for on SWX Swiss Exchange

Underlying MLIIF World Energy Fund

Subscription Period Until 29 February 2008

Strike Date 3 March 2008

Issue Date 10 March 2008

Listing Date 10 March 2008

Valuation Date 3 March 2011

Currency EUR

Issue Price EUR 100

Minimum trading Volume 1 certificate

Capital Protection 100%

Barrier 155%*

Settlement Amount on the Final Settlement Date At maturity the investor receives the following amount:• 100% of the amount invested plus the positive performance of the MLIIF World Mining fund, provided that the barrier was never reached or exceeded during the term.• 115%of theamount invested if thebarrierwasreachedorexceeded during the term.

Secondary market Merrill Lynch shall make every effort to establish a secondary market with a maximum bid-offer spread of 2.5%

Calculation agent Merrill Lynch International

Applicable law English law

Clearing Euroclear and Clearstream/SIS SegaIntersettle

Sales restrictions USA: the certificates have not been and will not be authorized for distribution in the USA, and are therefore only available in accordance with the conditions for private placement.

European Union: no sales prospectus (as defined in the EU Prospectus Directive 2003/71/EC) has been prepared for the certificate. As a result, any buyers of the certificate who wish to sell it in another EU member state may do so only if they comply with the EU Prospectus Directive as implemented in the country concerned.

Subscription Period Until 29 February 2008

* Figures are indicative. They will be finalized on 3 March 2008.

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Investing in the Certificates involves a high degree of risk, including without limitation, principal, interest rate, currency, credit, political, liquidity and market risk and is not suitable for all investors. Prospective investors should understand the risks involved and should reach an investment decision after careful consideration with their bank, tax, accounting and legal advisers of the suitability of the Certificates in light of their particular financial circumstances and financial objective. The Issuer reserves the right not to issue the Certificates in its sole discretion.

The securities comprising the Reference Index may change substantially over the life of the investment. In particular, it is possible that the initial constituent stocks/shares will increase substantially in value prior to the Maturity Date but that the Reference Index will decline in value during such period. Certificate holders should have regard to this when considering the importance of the identity of the initial stocks/shares comprising the Reference Index. The Issuer may at its own discretion replace Index components with other Index components during the subscription period or before issuing the Certificates, because of regulatory or exchange related reasons, corporate events, investment restrictions or lack of liquidity of the underlying, or for other reasons. During the term of the Certificates, the Issuer may conduct changes or replacements of Index Components.

While Merrill Lynch intends to provide a secondary market in the Certificates under ordinary market conditions, there can be no assurance as to the prices that would be indicated or that Merrill Lynch will offer to purchase the Certificates.

There is no assurance that any secondary market will be liquid. The price of these Certificates before maturity will be affected by many factors including, but not limited to, the remaining time to the Maturity Date, the outstanding principal amount of the Certificates, the performance of the Underlying, interest rates, credit spreads or restrictions of purchasing shares. At its sole discretion, Merrill Lynch may discontinue any market-making activities at any time without notice.

Investments in the Certificates are exposed to emerging market risks which are among others: a certain degree of political instability, relatively unpredictable financial markets and economic growth patterns, a financial market that is still at the development stage or a weak economy. Emerging markets investments usually result in higher risks such as political risks, economical risks, credit risks, exchange rate risks, market liquidity risks, legal risks, settlement risks, market risks, shareholder risk and creditor risk.

The liquidity of the Certificates may also be affected by restrictions on offers and sales of the underlying shares, including limitation on foreign ownership of such shares. Under such circumstances, Merrill Lynch is not obliged to make a market in the Certificates.

The Certificates are qualified as structured products, not as collective investment schemes in terms of the Swiss Federal Act on Collective Investment Schemes (CISA), and the Certificates are neither subject to the approval nor to the supervision of the Swiss Federal Banking Commission.

The Certificates constitute direct, unsubordinated, unconditional and unsecured obligations of Merrill Lynch S.A. and will rank equally with Merrill Lynch S.A.’s other direct, unsubordinated, unconditional and unsecured contractual obligations. The insolvency of the Merrill Lynch S.A. may lead to a partly or total loss of the invested capital. The Certificates are not issued or guaranteed by a bank. The proceeds of these Certificates will be used for general corporate purposes.

Conflicts of interest may arise in connection of the following: Merrill Lynch International and/or any of its associates of affiliates has or may have a position or a material interest in any investment referred to in this material, or related investments, and Merrill Lynch International is or may be the only market maker in certain investments. Merrill Lynch, as a full service firm, may have, or may have had within the previous 12 months, business relationships, including investment banking relationships, with, or provided significant advice to, companies referred to in this material or related investments.

Members of the Merrill Lynch group of companies may engage in transactions involving the stocks/shares underlying the Reference Index for their own account for business reasons or in connection with hedging of the obligations under the Warrants. Conflicts of interest may arise as a result of such transactions within the Merrill Lynch group and with the interests of investors. The Issuer, Merrill Lynch &Co. Inc., Merrill Lynch International and their respective affiliates have not considered, and are not required to consider, your interests as a holder of the Certificates in connection with entering into any of the above mentioned transactions.

diSCLAiMEr

Merrill Lynch International is required to carry out its duties as calculation agent in good faith and using its reasonable judgment. Because the Issuer is an affiliate potential conflicts of interest could arise. The Issuer has entered into an arrangement with one of its affiliates to hedge the market risks associated with the issuer’s obligation to pay amounts due at maturity on the Certificates. This affiliate expects to make a profit in connection with this arrangement. The Issuer did not seek competitive bids for this arrangement from unaffiliated parties.

The selection of these constituent stocks/shares Reference Index does not reflect any investment or sell recommendation by Merrill Lynch.

Neither the Issuer, Merrill Lynch & Co., Inc., nor Merrill Lynch International or its affiliates have made any representation and given you any advice concerning the appropriate accounting treatment or possible tax consequences of this indicative transaction. Prior to purchasing the security, you should discuss with your professional advisers how such purchase would or could affect you. Investors with any questions regarding the impact of an investment in the Certificates on their tax position should consider their tax adviser. Merrill Lynch does not provide tax or legal advice.

Past performance is no indication of future capital gains.

The investments described herein are not for sale in the United States or to U.S. persons. This material may not be distributed in the United States.

Notice for UK Investors: The Issuer does not have a place of business in the United Kingdom and is not regulated by the UK Financial Services Authority. As a consequence, the regulatory regime governing your rights as an investor in respect of the Issuer (and its similarly unauthorized, overseas agents and affiliates) will be different to that of the United Kingdom. The UK rules for the protection of private investors and the UK Financial Compensation Scheme will not apply in respect of such entities, although if your securities account is serviced from the UK by Merrill Lynch International Bank Limited, the normal UK protections will apply in relation to the services that it provides.

The Certificates have not been registered for public sale in any jurisdiction other than the ones identified above and are therefore available only in accordance with applicable, available private offering rules. This means that the Certificates may not be available in all jurisdictions or may be available to a limited number of qualifying investors only. This communication is furnished at the request of the recipient for the exclusive purpose of identifying the nature of the security or other instrument referred to herein. It is furnished for the recipient’s private information with the express understanding, which recipient acknowledges; that it does not constitute an offer of such security or a means by which such security may be offered or sold.

Third Parties, who offer or sell these Certificates in Switzerland or out of Switzerland publicly, have to be a licensed bank, broker dealer or securities trader, or a licensed insurance company according to the relevant Swiss Laws, or a foreign institute under a similar prudential supervision.

This communication does not contain a complete description of the Certificates and the risks associated with an investment therein, and are subject to and qualified in their entirety by reference to the final terms.

the derivatives Programme and the Final terms can be obtained for free from:

+41(0)44 297 77 77www.mlinvest.chGlobal Markets & investment Banking GroupMerrill lynch capital Markets aGstockerstrasse 23, stockerhof, ch-8002 ZürichPlease note that all conversation on this line are recorded. By calling we assume that you agree to this business practice.

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