~~Filed by the Registrants /X/~~
	Check the appropriate box: ~~Filed by a Party other than the Registrant /_/ /X/~~

Name and Address of Nominees		Age		Principal Occupation During Past Five Years and Public Directorships (1)
Roberta Cooper Ramo(1)(2)~~..................~~ P.O. Box 2168 500 Fourth Street, N.W. Albuquerque, New Mexico 87103		58		Shareholder, Modrall, Sperling, Roehl, Harris & Sisk, ~~P.O. Box 2168~~ P.A. since 1993; President, American Bar Association ~~500 Fourth Street, N.W.~~ from 1995 to 1996 and Member of the Board of ~~Albuquerque, New Mexico 87103~~ Governors thereof from 1994 to 1997; Partner, Poole, Kelly & Ramo, Attorneys at Law, P.C. from 1977 to 1993; Director, Coopers, Inc. since 1999; Director, United New Mexico Bank (now Wells Fargo) from 1983 to 1988; Director, First National Bank of New Mexico (now First Security) from 1975 to 1976. ~~Arthur Zeikel(1)* ......................... 68 Chairman~~

Fund		Fiscal Year Ending ~~- ---- ------------------~~
Merrill Lynch California Municipal Series Trust		August 31, 2001
Merrill Lynch Growth Fund		October 31, 2001
Merrill Lynch Multi-State Limited Maturity Municipal Series Trust		July 31, 2001
Merrill Lynch Multi-State Municipal Series Trust(1)		July 31, 2001
Merrill Lynch Multi-State Municipal Series Trust (2)		September 30, 2001
Merrill Lynch World Income Fund, Inc.		December 31, 2001 ~~- -----------------------------------------------------------------------------------~~

Merrill Lynch World Income Fund, Inc. ("(“World Income ~~Fund"~~Fund”) is organized as a Maryland corporation. Generally, the transfer of all or substantially all of the assets of a Maryland corporation to another entity requires the approval of the shareholders of that Maryland corporation. Maryland law permits the transfer of all or substantially all of the assets of a Maryland corporation to a wholly owned subsidiary without the approval of the ~~corporation's~~corporation’s shareholders. In certain circumstances, however, the Investment Adviser may propose a master/feeder structure for a Fund organized as a Maryland corporation where the master fund would not be a

wholly owned subsidiary of such Fund immediately after the transfer of the ~~Fund's~~Fund’s assets to the master fund. Therefore, World Income Fund is seeking shareholder approval of a charter amendment that would permit such a transfer of assets to a master fund in exchange for shares or other beneficial interests in that master fund without shareholder approval (even if such master fund is not a wholly owned subsidiary of World Income Fund). The charter amendment for World Income Fund would also clarify the manner in which World Income Fund ~~will~~would operate in a master/feeder structure.

Merrill Lynch California Municipal Series Trust, Merrill Lynch Multi-State Limited Maturity Municipal Series Trust, Merrill Lynch Multi-State Municipal Series Trust (each, a ~~"Series Trust"~~“Series Trust” and collectively, the ~~"Series Trusts"~~“Series Trusts”) and Merrill Lynch Growth Fund ("(“Growth ~~Fund"~~Fund” and, collectively with the Series Trusts, the ~~"Trusts"~~“ Trusts”) are each organized as a Massachusetts business trust. The charters governing each Trust generally require shareholder approval before a Trust transfers its assets to a master fund in order to reorganize into a master/feeder structure. Accordingly, each Trust is seeking shareholder approval of a charter amendment that would permit each Fund’s Board to authorize such a transfer of assets to a master fund in exchange for shares or other beneficial interests in that master fund without shareholder approval. ~~The charter amendments for the Trusts would also clarify the manner in which the Trusts will operate in a master/feeder structure.~~

In a master/feeder structure, a fund (the ~~"Feeder Fund"~~“Feeder Fund”) sells its shares to public investors under the terms of its prospectus. Instead of investing the money it obtains from such sales directly in securities and other investments, however, the Feeder Fund invests all of those assets in another fund (the ~~"Master Fund"~~“Master Fund”) in return for shares or beneficial interests in that Master Fund. The Master Fund will have substantially the same investment objective and policies as the Feeder Fund. The Master Fund then invests the assets received from the Feeder Fund in a portfolio of securities and other investments. Because the shareholders of the Feeder Fund own an indirect interest in the Master Fund, their investment has the same performance as the Master ~~Fund's~~Fund’s portfolio.

Since any number of Feeder Funds can invest their assets in a single Master Fund, a master/feeder structure permits greater pooling of assets than does a stand alone fund. This ability to pool assets may, in turn, allow the Master Fund to achieve increased economies of scale and efficiencies in portfolio management. The master/feeder structure may also permit greater investor access to a single Master Fund portfolio, since any number of separate Feeder Funds with separate identities, management, fee structures and/or distribution channels can all invest in the same Master Fund.

An existing fund could convert to a Feeder Fund by (i) selling all of its investments and then purchasing shares of a Master Fund, an approach that involves brokerage and other transaction costs and the realization of taxable gain or loss, or (ii) by contributing its assets to the Master Fund in return for shares or beneficial interests in such Master Fund and avoiding transaction costs and, if proper procedures are followed, avoiding the realization of taxable gain or loss. Approval of this Item 3 by the shareholders of a Fund would permit the applicable Board to convert the Fund to a Feeder Fund by using either alternative discussed in the preceding sentence. It is expected that each Fund that converts to a Feeder Fund will do so by transferring its assets to the applicable Master Fund in exchange for shares or beneficial interests in such Master Fund.

The Investment Adviser believes that, generally, the larger the pool of assets, the more efficiently and cost-effectively it can be managed. Because a Master Fund may pool the assets of multiple Feeder Funds, the master/feeder structure provides an effective means of creating larger asset pools. Whether the Board of a particular Fund exercises its discretionary authority to reorganize the Fund into a master/feeder structure would depend upon the existence of appropriate opportunities to pool the ~~Fund's~~Fund’s assets with those of other Feeder Funds. There are no current plans to effect such a conversion for any of the Funds. As discussed above, the primary purpose of reorganizing into a master/feeder structure would be to seek to achieve possible economies of scale and efficiencies in portfolio management, while preserving separate identities, management and distribution channels at the Feeder Fund level. The ~~Board's~~Board’s decision to convert a Fund into a Feeder Fund would be based upon the ~~Board's~~Board’s determination that it would be in the best interests of both the Fund and its shareholders.

Because investment advisory services are provided at the Master Fund level, a Fund will no longer have an investment adviser if it converts to a Feeder Fund. Each Master Fund will pay its investment adviser an investment advisory fee based upon the net assets of that Master Fund. A Feeder Fund may have its own administrator in a master/feeder structure. If a Fund converts to a master/feeder fund structure, whenever the Master Fund holds a vote of its Feeder Funds, the Fund will either pass the vote through to its own shareholders or vote the shares of the Master Fund held by it in the same proportion as the votes of all other Feeder Funds. If some of the Feeder Funds are larger than the Fund, these other Feeder Funds would have more voting power than the Fund over the operations of the Master Fund.

Shareholders of the Funds are not entitled to appraisal rights under applicable state law in connection with the master/feeder charter amendments.

The Board recommends that the respective shareholders of each Fund vote FOR the proposal to approve the charter amendment to permit the reorganization of each such Fund into a master/feeder structure.

ADDITIONAL INFORMATION

The expenses of preparation, printing and mailing of the enclosed forms of proxy and accompanying Notice and Combined Proxy Statement will be borne by the Funds in proportion to their relative net assets. The Funds will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation materials to the beneficial owners of the shares of the Funds.

Assuming a quorum is present, approval of Items 1, 2 and 3 will require the affirmative vote of shareholders holding at least the percentage of shares indicated in the chart below.

	Item 1.	Item 2.	Item 3.
Fund	Election of Board Members	Ratification of Selection of Independent Auditors	Approval of a Charter Amendment to Permit the Reorganization of the Fund Into a Master/ Feeder Structure
Merrill Lynch California Municipal Series Trust	Affirmative vote of a majority of the shares of each Series represented at the Meeting	Affirmative vote of a majority of the shares of each Series represented at the Meeting	Affirmative vote of two- thirds of the outstanding shares of each Series

Merrill Lynch Growth Fund	Affirmative vote of a majority of the shares represented at the Meeting	Affirmative vote of a majority of the shares represented at the Meeting	Affirmative vote of two- thirds of the outstanding shares

Merrill Lynch Multi-State Limited Maturity Municipal Series Trust	Affirmative vote of a majority of the shares of each Series represented at the Meeting	Affirmative vote of a majority of the shares of each Series represented at the Meeting	Affirmative vote of a majority of the outstanding shares of each Series

Merrill Lynch Multi-State Municipal Series Trust	Affirmative vote of a majority of the shares of each Series represented at the Meeting	Affirmative vote of a majority of the shares of each Series represented at the Meeting	Affirmative vote of two- thirds of the outstanding shares of each Series

Merrill Lynch World Income Fund, Inc.	Affirmative vote of a majority of votes cast	Affirmative vote of a majority of votes cast	Affirmative vote of a majority of the outstanding shares

For World Income Fund, a quorum consists of a majority of the shares entitled to vote at the Meeting for World Income Fund, present in person or by proxy. For Growth Fund, a quorum consists of one-third of the outstanding shares, present in person or by proxy, at the Meeting for Growth Fund. For each Series Trust, a quorum consists of one-third of the outstanding shares of each Series, present in person or by proxy, at the applicable Meeting. ~~Assuming a quorum is present, approval of Items 1, 2 and 3 will require the affirmative vote of shareholders holding at least the percentage of shares indicated in the chart below.~~

If, by the time scheduled for a Meeting, a quorum of the shareholders is not present or if a quorum is present but sufficient votes to take action with respect to the proposals are not received from the shareholders, the persons named as proxies may propose one or more adjournments of the Meetings to permit further solicitation of proxies from shareholders. Any such adjournment will require the affirmative vote of a majority of the shares of the Fund present in person or by proxy and entitled to vote at the session of the Meeting to be adjourned.

The persons named as proxies will vote in favor of any such adjournment if they determine that adjournment and additional solicitation are reasonable and in the best interests of the ~~Fund's~~Fund’s shareholders.

All shares represented by properly executed proxies, unless such proxies have previously been revoked, will be voted at the Meetings or any adjournment thereof in accordance with the directions on the proxies; if no direction is indicated, the shares will be voted: ~~1) "FOR" the election of the Fund's Board Member nominees; 2) "FOR" the ratification of the selection of Deloitte & Touche LLP as independent auditors; and 3) "FOR"~~

1) “FOR” the election of the Fund’s Board Member nominees;

2) “FOR” the ratification of the selection of Deloitte & Touche LLP as independent auditors; and

3) “FOR” the approval of a charter amendment permitting the Board to reorganize the Fund into a master/feeder structure.

In order to obtain the necessary quorum at the Meetings, supplementary solicitations may be made by mail, telephone, telegraph or personal interview by officers of the Funds. The Funds have retained Shareholder Communications Corporation 1-877-518-9410 to aid in the solicitation of proxies, at an aggregate cost to be allocated among the Funds of approximately ~~$__________,~~$80,500, plus out-of-pocket expenses.

Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith Incorporated ("(“MLPF~~&S"~~&S”), holding shares of each Fund in ~~"street name"~~“street name” for the benefit of their customers and clients, will request the instructions of such customers and clients on how to vote their shares on each Item before the Meeting. The Funds understand that, under the rules of the New York Stock Exchange, such broker-dealer firms may, without instructions from their customers and clients, grant authority to the proxies designated to vote on the election of Board Members (Item 1), the ratification of the selection of independent auditors (Item 2) and the proposed charter amendment (Item 3), if no instructions have been received prior to the date specified in the broker-dealer ~~firm's~~firm’s request for voting instructions. The Fund will include shares held of record by broker-dealers as to which such authority has been granted in its tabulation of the total number of shares present for purposes of determining whether the necessary quorum of shareholders exists. Proxies that are returned but that are marked ~~"abstain"~~“abstain” or on which a broker-dealer has declined to vote on any proposal ("(“broker ~~non-votes"~~non-votes”) will be counted as present for the purposes of a quorum. MLPF&S has advised each Fund that it intends to vote shares held in its name for which no instructions have been received, except as limited by agreement or applicable law, on Item 1, Item 2 and Item 3 in the same proportion as the votes received from beneficial owners of those shares for which instructions have been received, whether or not held in nominee name. Abstentions and broker non-votes will not be counted as votes cast. Therefore, abstentions and broker non-votes will not have an effect on the vote on Item 1 and Item 2 for World Income Fund. Abstentions and broker non-votes will have the same effect as a vote against Item 3 for World Income Fund and Items 1, 2 and 3 for each Trust.

Address of Investment Adviser

The principal office of the Investment Adviser is located at 800 Scudders Mill Road, Plainsboro, New Jersey 08536.

Annual Report Delivery

Each Fund will furnish, without charge, a copy of its annual report for the ~~Fund's~~Fund’s last fiscal year and a copy of its most recent semi-annual report to any shareholder upon request.Such requests should be directed to the attention of the Secretary of the applicable Fund, P.O. Box 9011, Princeton, New Jersey 08543-9011, or to 1-800-456-4587 ext. 123. ~~Shareholders'~~

Shareholders’ Meetings

The charters of the Funds do not require that the Funds hold annual meetings of shareholders. Each Fund will be required, however, to call special meetings of shareholders in accordance with the requirements of the Investment Company Act to seek approval of new management and advisory arrangements or of a change in the fundamental policies, objectives or restrictions of the Fund. Each Fund also would be required to hold a ~~shareholders'~~shareholders’ meeting to elect new Board Members at such time as less than a majority of the Board Members holding office have been elected by shareholders. The by-laws of World Income Fund provide that a ~~shareholders'~~shareholders’ meeting may be called at any time by a majority of the Board Members, the President, or on the written request of the holders of at least 25% of the outstanding shares of World Income Fund entitled to vote at such meeting. The charter of Growth Fund provides that a ~~shareholders'~~shareholders’ meeting may be called at any time by a majority of the Board Members and shall be called by any Board Member upon written request of shareholders holding in the aggregate not less than 10% of the outstanding shares of such Fund having voting rights. The charter of each Series Trust provides that a ~~shareholders'~~shareholders’ meeting may be called at any time by a majority of the Board Members and shall be called by any Board Member upon written request of shareholders of any Series holding in the aggregate not less than 10% of the outstanding shares of such Series having voting rights.

Shareholder Proposals

A shareholder proposal intended to be presented at any subsequent meeting of the shareholders of a Fund must be received by that Fund in a reasonable time before the applicable ~~Board's~~Board’s solicitation relating to such meeting is to be made in order to be considered in that ~~Fund's~~Fund’s proxy statement and form of proxy relating to such meeting. ~~By Order of the Boards of Trustees Alice A. Pellegrino~~

By Order of the Boards of Directors/Trustees

ALICE A. PELLEGRINO

Secretary of Merrill Lynch California Municipal Series Trust, Merrill Lynch Multi-State Limited Maturity Municipal Series Trust and Merrill Lynch Multi-State Municipal Series Trust Robert Harris Secretary of Merrill Lynch World Income Fund, Inc. Lori A. Martin Secretary of Merrill Lynch Growth Fund Dated: November __, 2000 ~~EXHIBIT A INFORMATION PERTAINING TO EACH FUND General Information Pertaining to the Funds~~
Defined Term Fiscal Sometimes Used in Year State of Meeting Fund this Exhibit A End Organization Time - ------------------------------------------------- ----------------- ------ ------------ ------- Merrill Lynch California Municipal Series Trust*....................................... ML California 8/31 MA 9:00 a.m. Merrill Lynch Growth Fund......................... ML Growth 10/31 MA 9:30 a.m. Merrill Lynch Multi-State Limited Maturity Municipal Series ~~Trust** ML Limited Maturity 7/31 MA 10:00 a.m.~~Trust and Merrill Lynch Multi-State Municipal Series ~~Trust***..................................... ML Multi-State 7/31+ MA 10:30 a.m.~~Trust
ROBERT HARRIS
Secretary of Merrill Lynch World Income Fund, ~~Inc..............~~ Inc.
LORI A. MARTIN
Secretary of Merrill Lynch Growth Fund
Dated: November 17, 2000
EXHIBIT A
          Defined Terms used herein and not otherwise defined shall have the same meanings attributed thereto in the Combined Proxy Statement to which this Exhibit A is attached.
INFORMATION PERTAINING TO EACH FUND
General Information Pertaining to the Funds
Fund
Defined Term
Sometimes Used in
this Exhibit A
Fiscal
Year
End
State of
Organization
Meeting
Time
Merrill Lynch California Municipal Series Trust* ML California 8/31 MA 9:00 a.m.
Merrill Lynch Growth Fund ML Growth 10/31 MA 9:30 a.m.
Merrill Lynch Multi-State Limited Maturity
     Municipal Series Trust** ML Limited Maturity 7/31 MA 10:00 a.m.
Merrill Lynch Multi-State Municipal Series
     Trust*** ML Multi-State 7/31 † MA 10:30 a.m.
Merrill Lynch World Income Fund, Inc. ML World Income 12/31 MD 11:00 a.m.
- --------- * Consists of two series: Merrill Lynch California Municipal Bond Fund ("CA Muni Bond") and Merrill Lynch California Insured Municipal Bond Fund ("CA Ins Muni Bond"). ** Consists of two series: Merrill Lynch California Limited Maturity Municipal Bond Fund ("CA Ltd Maturity") and Merrill Lynch Florida Limited Maturity Municipal Bond Fund ("FL Ltd Maturity"). *** Consists of 17 series: Merrill Lynch Arizona Municipal Bond Fund ("AZ Muni Bond"); Merrill Lynch Arkansas Municipal Bond Fund ("AK Muni Bond"); Merrill Lynch Colorado Municipal Bond Fund ("CO Muni Bond"); Merrill Lynch Connecticut Municipal Bond Fund ("CT Muni Bond"); Merrill Lynch Florida Municipal Bond Fund ("FL Muni Bond"); Merrill Lynch Maryland Municipal Bond Fund ("MD Muni Bond"); Merrill Lynch Massachusetts Municipal Bond Fund ("MA Muni Bond"); Merrill Lynch Michigan Municipal Bond Fund ("MI Muni Bond"); Merrill Lynch Minnesota Municipal Bond Fund ("MN Muni Bond"); Merrill Lynch New Jersey Municipal Bond Fund ("NJ Muni Bond"); Merrill Lynch New Mexico Municipal Bond Fund ("NM Muni Bond"); Merrill Lynch New York Municipal Bond Fund ("NY Muni Bond"); Merrill Lynch North Carolina Municipal Bond Fund ("NC Muni Bond"); Merrill Lynch Ohio Municipal Bond Fund ("OH Muni Bond"); Merrill Lynch Oregon Municipal Bond Fund ("OR Muni Bond"); Merrill Lynch Pennsylvania Municipal Bond Fund ("PA Muni Bond"); and Merrill Lynch Texas Municipal Bond Fund ("TX Muni Bond"). + For all Series of ML Multi-State except for NY Muni Bond, which has a fiscal year end of 9/30. Shares of Common Stock Outstanding as of the Record Fund Date - ---- ----------------- Merrill Lynch California Municipal Series Trust CA Ins Muni Bond................................................... CA Muni Bond....................................................... Merrill Lynch Growth Fund............................................... Merrill Lynch Multi-State Limited Maturity Municipal Series Trust CA Ltd Maturity FL Ltd Maturity Merrill Lynch Multi-State Municipal Series Trust AZ Muni Bond....................................................... AK Muni Bond....................................................... CO Muni Bond....................................................... CT Muni Bond....................................................... FL Muni Bond....................................................... MD Muni Bond....................................................... MA Muni Bond....................................................... MI Muni Bond....................................................... MN Muni Bond....................................................... NJ Muni Bond....................................................... NM Muni Bond....................................................... NY Muni Bond....................................................... NC Muni Bond....................................................... OH Muni Bond....................................................... OR Muni Bond....................................................... PA Muni Bond....................................................... TX Muni Bond....................................................... Merrill Lynch World Income Fund, Inc....................................
  * Consists of two series: Merrill Lynch California Municipal Bond Fund (“CA Muni Bond”) and Merrill Lynch California Insured Municipal Bond Fund (“CA Ins Muni Bond”).
** Consists of two series: Merrill Lynch California Limited Maturity Municipal Bond Fund (“CA Ltd Maturity”) and Merrill Lynch Florida Limited Maturity Municipal Bond Fund (“FL Ltd Maturity”).
*** Consists of 17 series: Merrill Lynch Arizona Municipal Bond Fund (“AZ Muni Bond”); Merrill Lynch Arkansas Municipal Bond Fund (“AK Muni Bond”); Merrill Lynch Colorado Municipal Bond Fund (“CO Muni Bond”); Merrill Lynch Connecticut Municipal Bond Fund (“CT Muni Bond”); Merrill Lynch Florida Municipal Bond Fund (“FL Muni Bond”); Merrill Lynch Maryland Municipal Bond Fund (“MD Muni Bond”); Merrill Lynch Massachusetts Municipal Bond Fund (“MA Muni Bond”); Merrill Lynch Michigan Municipal Bond Fund (“MI Muni Bond”); Merrill Lynch Minnesota Municipal Bond Fund (“MN Muni Bond”); Merrill Lynch New Jersey Municipal Bond Fund (“NJ Muni Bond”); Merrill Lynch New Mexico Municipal Bond Fund (“NM Muni Bond”); Merrill Lynch New York Municipal Bond Fund (“NY Muni Bond”); Merrill Lynch North Carolina Municipal Bond Fund (“NC Muni Bond”); Merrill Lynch Ohio Municipal Bond Fund (“OH Muni Bond”); Merrill Lynch Oregon Municipal Bond Fund (“OR Muni Bond”); Merrill Lynch Pennsylvania Municipal Bond Fund (“PA Muni Bond”); and Merrill Lynch Texas Municipal Bond Fund (“TX Muni Bond”).
  † For all Series of ML Multi-State except for NY Muni Bond, which has a fiscal year end of 9/30.

Fund
Shares Outstanding
as of the Record Date
Merrill Lynch California Municipal Series Trust
          CA Ins Muni Bond   6,441,127
          CA Muni Bond   38,334,857
Merrill Lynch Growth Fund 103,719,383
Merrill Lynch Multi-State Limited Maturity Municipal Series Trust
          CA Ltd Maturity     623,010
          FL Ltd Maturity   1,231,836
Merrill Lynch Multi-State Municipal Series Trust
          AZ Muni Bond   4,978,551
          AK Muni Bond     536,631
          CO Muni Bond   1,453,205
          CT Muni Bond   5,242,376
          FL Muni Bond 16,245,013
          MD Muni Bond   2,514,499
          MA Muni Bond   4,456,500
          MI Muni Bond   5,211,594
          MN Muni Bond   3,819,738
          NJ Muni Bond 12,204,107
          NM Muni Bond     488,407
          NY Muni Bond 26,301,883
          NC Muni Bond   3,549,112
          OH Muni Bond   4,797,296
          OR Muni Bond   1,335,703
          PA Muni Bond   8,683,936
          TX Muni Bond   3,743,660
Merrill Lynch World Income Fund, Inc. 31,175,966

          Except as set forth below, as of the Record Date, no person is a beneficial owner of more than five percent of the shares of any Fund or any Series, as applicable.
Shares of Common Stock Beneficially Owned as of the Record Date Name and Address of --------------------------------- Name of Fund/Series Beneficial Owner Number Percent of Total - ------------------- ------------------- ------ ----------------

     Name and Address of Beneficial Owner
     Shares of Common
Stock Beneficially Owned as
of the Record Date
Name of
Fund/Series
     Number
     Percent of Total
AK Muni Bond      James O. Ward
1900 Reservoir Road
#53T
Little Rock, Arkansas 72227      47,261      8.81%

CA Ltd Maturity      John L. Love
TTEE UAD 6/4/82
By John L. Love
P.O. Box 305
Pebble Beach, California 93953      236,439      37.95%

FL Ltd Maturity      Gale Young McBride
P.O. Box 9229
Fort Meyers, Florida 33902      100,201      8.13%

MI Muni Bond      J. Lawrence Tushman
TTEE/UA DTD 3/20/1984
By J. Lawrence Tushman
358 Lakewood Drive
Bloomfield, Michigan 48304      273,499      5.25%

Information Pertaining to Board Member Nominees
          As of the Record Date, none of the Board Member nominees held shares of the Funds except as set forth in the table below: ~~Nominee Fund/Series and Class No. of Shares Held - ----------------- --------------------- ------------------~~

Nominee
Fund/Series and Class
No. of Shares Held
Terry K. Glenn ML Growth 3,599
James H. Bodurtha ML Growth 742
Herbert London ML Growth 1,438
ML NY Muni Bond 3,455
ML World Income 4,040
Joseph L. May ML Growth 936
ML CA Muni Bond 1,000
ML World Income 1,000
ML NY Muni Bond 1,000
André F. Perold ML World Income 7,924
Arthur Zeikel ML Growth 375

          Set forth below is information about the year in which each nominee became a Board Member for the Funds on whose Board he or she serves.
Fund
     Bodurtha
     Glenn
     London
     May
     Perold
     Ramo*
ML California      1995      1999      1987      1987      1985      N/A
ML Growth      1995      1999      1987      1987      1987      N/A
ML Limited Maturity      1995      1999      1993      1993      1993      N/A
ML Multi-State      1995      1999      1987      1987      1985      N/A
ML World Income      1995      1999      1988      1988      1988      N/A
Fund Bodurtha Glenn London May Perold Ramo* Zeikel - ---- -------- ----- ------ --- ------ ----- ------ ML California............. 1995 1999 1987 1987 1985 N/A 1985 ML Growth................. 1995 1999 1987 1987 1987 N/A 1987 ML Limited Maturity 1995 1999 1993 1993 1993 N/A 1993 ML Multi-State............ 1995 1999 1987 1987 1985 N/A 1985 ML World Income........... 1995 1999 1988 1988 1988 N/A 1988 - ---------
* Ms. Ramo is not currently a Board Member of any of the Funds.
          Set forth in the table below is information regarding Board and committee meetings held, and the aggregate fees and expenses paid by each Fund to non-affiliated Board Members during each ~~Fund's~~Fund’s most recently completed fiscal year.

     Board
     Audit
Fund
     Number
of
Meetings
Held*
     Annual
Fee**
     Per
Meeting
Fee***
     Number
of
Meetings
Held*
     Per
Meeting
Fee***
     Aggregate
Fees and
Expenses
ML California      5      $  7,927      $  465      4      $  233      $40,612
ML Growth      5      $18,401      $  227      5      $  114      $45,626
ML Limited Maturity      4      $  6,072      $  465      4      $  233      $30,283
ML Multi-State      4      $16,332      $3,953      4      $1,977      $96,870
ML World Income      5      $  6,000      $  500      4      $  250      $45,568

Board ---------------------------------------- Number of Per Number of Per Aggregate Meetings Annual Meeting Meetings Meeting Fees and Fund Held* Fee*
* ~~Fee*** Held* Fee*** Expenses - ---- ----- ----- ------ ----- ------ --------~~ ML California............ 5 $ 7,927 $ 698 4 $ $45,683 ML Growth................ 5 $18,400 $ 340 4 $ $45,626 ML Limited Maturity 4 $ $ 4 $ $30,283 ML Multi-State........... 4 $16,332 $ 5,930 4 $ $96,870 ML World Income.......... 5 $ 6,000 $ 750 4 $ $45,568 - --------- * Includes meetings held via teleconferencing equipment.
** Each non-affiliated Board Member receives an aggregate annual retainer of $100,000 for his or her services to certain MLIM/FAM-advised funds. The portion of the annual retainer allocated to each MLIM/FAM-advised fund is determined quarterly based on the relative net assets of each such fund. **
*** The fee is payable for each meeting attended in person. No fee is paid for telephonic meetings. The annual per meeting fees paid to each non-affiliated Board Member aggregate $60,000 for all MLIM/FAM-advised funds for which that Board Member serves and are allocated equally among those funds.
           Set forth in the table below is information regarding compensation paid by each Fund to the non-affiliated Board Members during each ~~Fund's~~Fund’s most-recently completed fiscal year.

     Compensation Paid by Each Fund*
Fund
     Bodurtha
     London
     May
     Perold
     Ramo**
ML California      $ 10,822      $ 10,822      $ 10,822      $ 10,822      $0
ML Growth      $ 20,190      $ 20,190      $ 20,190      $ 20,190      $0
ML Limited Maturity      $   8,967      $   8,967      $   8,967      $   8,967      $0
ML Multi-State      $ 31,193      $ 31,193      $ 31,193      $ 31,193      $0
ML World Income.      $   9,000      $   9,000      $   9,000      $   9,000      $0

~~Compensation Paid by Each Fund* --------------------------------------------------------~~
* No pension or retirement benefits are accrued as part of Fund Bodurtha Glenn London May Perold Ramo*expenses.
** ~~Zeikel - ---- -------- ----- ------ --- ------ ------ ------~~ ML California........ $10,072 $0 $10,072 $10,072 $10,072 $0 $0 ML Growth............ $20,190 $0 $20,190 $20,190 $20,190 $0 $0 ML Limited Maturity $ $0 $ $ $ $0 $0 ML Multi-State....... $29,693 $0 $29,693 $29,693 $29,693 $0 $0 ML World Income...... $ 9,000 $0 $ 9,000 $ 9,000 $ 9,000 $0 $0 Ms. Ramo is not currently a Board Member of any of the Funds.
~~- --------- * No pension or retirement benefits are accrued as part of Fund expenses. ** Ms. Ramo is not currently a Board Member of any of the Funds.~~
          Set forth in the table below is information regarding the aggregate compensation paid by all MLIM/FAM-advised funds to the non-affiliated Board Members for the year ended December 31, 1999. Aggregate Compensation Paid to Board Members by Name of Non-Affiliated Board Member MLIM/FAM Advised Funds (1) - ----------------------------------- -------------------------- James H. Bodurtha............................... $133,500 Herbert I. London............................... $133,500 Joseph L. May................................... $133,500 Andre F. Perold................................. $133,250 Roberta Cooper Ramo............................. None(2) - -------------- (1) The non-affiliated Board Members serve on the boards of MLIM/FAM-advised funds as follows: Mr. Bodurtha (32 registered investment companies consisting of 44 portfolios); Mr. London (32 registered investment companies consisting of 44 portfolios); Mr. May (32 registered investment companies consisting of 44 portfolios); Mr. Perold (32 registered investment companies consisting of 44 portfolios); and Ms. Ramo (26 registered investment companies consisting of 20 portfolios). (2) Ms. Ramo was appointed a Board Member of certain MLIM/FAM-advised funds on December 15, 1999. She received no compensation from MLIM/FAM-advised funds for the year ended December 31, 1999.

Name of Non-Affiliated Board Member
     Aggregate Compensation Paid to
Board Members by
MLIM/FAM Advised Funds (1)
James H. Bodurtha      $133,500
Herbert I. London      $133,500
Joseph L. May      $133,500
André F. Perold      $133,250
Roberta Cooper Ramo      $    9,000 (2)

(1) The non-affiliated Board Members serve on the boards of MLIM/FAM-advised funds as follows: Mr. Bodurtha (32 registered investment companies consisting of 44 portfolios); Mr. London (32 registered investment companies consisting of 44 portfolios); Mr. May (32 registered investment companies consisting of 44 portfolios); Mr. Perold (32 registered investment companies consisting of 44 portfolios); and Ms. Ramo (26 registered investment companies consisting of 20 portfolios).
(2) Ms. Ramo was appointed a Board Member of certain MLIM/FAM advised funds on December 15, 1999.
Information Pertaining to Officers Name Age Principal Occupation During Past Five Years - ---- --- ------------------------------------------- Terry K. Glenn............. 60 Executive Vice President of MLIM and FAM since 1983; Executive Vice President and Director of Princeton Services since 1993; President of FAMD since 1986 and Director thereof since 1991; President of Princeton Administrators, L.P. since 1988. Robert C. Doll, Jr......... 45 Senior Vice President of MLIM and FAM since 1999, Senior Vice President of Princeton Services since 1999; Chief Investment Officer of Oppenheimer Funds, Inc. in 1999 and Executive Vice President thereof from 1991 to 1999. Donald C. Burke........... 40 First Vice President of Treasury since 2000; Senior Vice President and Treasurer of MLIM and FAM from 1999 to 2000; Senior Vice President and Treasurer of Princeton Services since 1999; Vice President of FAMD since 1999; First Vice President of MLIM from 1997 to 1999; Vice President of MLIM from 1990 to 1997; Director of Taxation of MLIM since 1990. Vincent R. Giordano........ 54 Senior Vice President of FAM and MLIM since 1984; Portfolio Manager of FAM and MLIM since 1977; Senior Vice President of Princeton Services since 1993. Joseph T. Monagle, Jr...... 51 Senior Vice President of MLIM and FAM since 1990; Department Head of the Global Fixed Income Division of MLIM and FAM since 1997; Senior Vice President of Princeton Services since 1993. Steven I. Silverman........ 50 First Vice President of MLIM since 1997; Senior Portfolio Manager at MLIM since 1983; Vice President of MLIM from 1983 to 1997. Robert Harris............. 47 First Vice President of MLIM since 1997; Vice President of MLIM from 1984 to 1997; attorney associated with MLIM since 1980; Secretary of FAM since 1982. Kenneth A. Jacob 48 First Vice President of MLIM since 1997; Vice President of MLIM from 1984 to 1997; Vice President of FAM since 1984. Vincent T. Lathbury, III 59 First Vive President of MLIM since 1997; Vice President of MLIM from 1982 to 1997; Portfolio Manager of MLIM since 1982. Edward Andrews 40 Vice President of MLIM since 1991; investment officer in the Private Banking Division of Citibank, N.A. from 1982 to 1991. William R. Bock............ 63 Vice President of MLIM since 1989. Robert A. DiMella, CFA..... 32 Vice President of MLIM since 1997; Assistant Vice President of MLIM from 1995 to 1997; Assistant Portfolio Manager of MLIM from 1993 to 1995. Michael Kalinoski.......... 29 Vice President and Portfolio Manager of MLIM since 1999; head Municipal Bond Trader with Strong Funds from 1996 to 1999 and a member of the municipal bond investment team of Strong Funds from 1993 to 1996. Lori A. Martin............. 38 Vice President of MLIM since 1998; Attorney in private practice from 1989 to 1998. Alice A. Pellegrino........ 40 Vice President of MLIM since 1999; Attorney associated with MLIM since 1997; Associate with Kirkpatrick & Lockhart LLP from 1992 to 1997. Roberto W. Roffo........... 33 Vice President of MLIM since 1996; Portfolio Manager with MLIM since 1992. Fred K. Steube............. 48 Vice President of MLIM since 1989. Robert D. Sneeden.......... 46 Assistant Vice President and Portfolio Manager of MLIM since 1994; Vice President of Lehman Brothers from 1990 to 1994. Theodore R. Jaeckel, Jr.... 38 Director (Municipal Tax-Exempt Fund Management) of MLIM since 1997; Vice President of MLIM since 1991. Walter O'Connor............ 37 Director (Municipal Tax-Exempt) of MLIM since 1997; Vice President of MLIM from 1993 to 1997.

Name
Age
Principal Occupation During Past Five Years
Terry K. Glenn 60 Executive Vice President of MLIM and FAM since 1983; Executive
Vice President and Director of Princeton Services since 1993;
President of FAMD since 1986 and Director thereof since 1991;
President of Princeton Administrators, L.P. since 1988.
Donald C. Burke 40 First Vice President of MLIM and FAM since 2000; Treasurer of
MLIM and FAM since 1999; Senior Vice President of MLIM and
FAM from 1999 to 2000; Senior Vice President and Treasurer of
Princeton Services since 1999; Vice President of FAMD since 1999;
First Vice President of MLIM from 1997 to 1999; Vice President of
MLIM from 1990 to 1997; Director of Taxation of MLIM since 1990.
Vincent R. Giordano 54 Managing Director of MLIM since 2000; Senior Vice President of
FAM and MLIM from 1984 to 2000; Portfolio Manager of FAM and
MLIM since 1977; Senior Vice President of Princeton Services since
1993.

Name
Age
Principal Occupation During Past Five Years
Robert C. Doll, Jr. 45 Senior Vice President of MLIM and FAM since 1999, Senior Vice
President of Princeton Services since 1999; Chief Investment Officer
of Oppenheimer Funds, Inc. in 1999 and Executive Vice President
thereof from 1991 to 1999.
Joseph T. Monagle, Jr. 51 Senior Vice President of MLIM and FAM since 1990; Department
Head of the Global Fixed Income Division of MLIM and FAM since
1997; Senior Vice President of Princeton Services since 1993.
Steven I. Silverman 50 First Vice President of MLIM since 1997; Senior Portfolio Manager at
MLIM since 1983; Vice President of MLIM from 1983 to 1997.
Robert Harris 47 First Vice President of MLIM since 1997; Vice President of MLIM
from 1984 to 1997; attorney associated with MLIM since 1980;
Secretary of FAM since 1982.
Kenneth A. Jacob 48 First Vice President of MLIM since 1997; Vice President of MLIM
from 1984 to 1997; Vice President of FAM since 1984.
Vincent T. Lathbury, III 59 First Vive President of MLIM since 1997; Vice President of MLIM
from 1982 to 1997; Portfolio Manager of MLIM since 1982.
Edward Andrews 40 Vice President of MLIM since 1991; investment officer in the Private
Banking Division of Citibank, N.A. from 1982 to 1991.
William R. Bock 63 Vice President of MLIM since 1989.
Robert A. DiMella, CFA 32 Vice President of MLIM since 1997; Assistant Vice President of
MLIM from 1995 to 1997; Assistant Portfolio Manager of MLIM
from 1993 to 1995.
Michael Kalinoski 30 Vice President and Portfolio Manager of MLIM since 1999; head
Municipal Bond Trader with Strong Funds from 1996 to 1999 and a
member of the municipal bond investment team of Strong Funds from
1993 to 1996.
Lori A. Martin 38 Director (Legal Advisory) of MLIM since 1998; Attorney in private
practice from 1989 to 1998.
Alice A. Pellegrino 40 Vice President of MLIM since 1999; Attorney associated with MLIM
since 1997; Associate with Kirkpatrick & Lockhart LLP from 1992 to
1997.
Roberto W. Roffo 35 Vice President of MLIM since 1996; Portfolio Manager with MLIM
since 1992.
Fred K. Steube 50 Vice President of MLIM since 1989.
Robert D. Sneeden 48 Assistant Vice President and Portfolio Manager of MLIM since 1994;
Vice President of Lehman Brothers from 1990 to 1994.
Theodore R. Jaeckel, Jr. 41 Director (Municipal Tax-Exempt Fund Management) of MLIM since
1997; Vice President of MLIM since 1991.
Walter O’Connor 39 Director (Municipal Tax-Exempt) of MLIM since 1997; Vice
President of MLIM from 1993 to 1997.

           Set forth in the table below are the names of the officers of each Fund, and the years in which they were first elected to their respective offices.

Name
   Office
   Merrill Lynch
California
Municipal
Series Trust
   Merrill Lynch
Growth Fund
   Merrill Lynch
Multi-State
Limited
Maturity
Municipal
Series Trust
   Merrill Lynch
Multi-State
Municipal
Series Trust
   Merrill Lynch
World Income
Fund, Inc.
Terry K. Glenn*    President    1985    1987    1993    1985    1988
Robert C. Doll    Senior Vice President    —      1999    —      —      2000
Vincent R. Giordano    Senior Vice President    1985    —      1993    1985    —
Donald C. Burke    Vice President    1993    1993    1993    1993    1993
        Treasurer    1999    1999    1999    1999    1999
Vincent T. Lathbury, III    Senior Vice President    —      —      —      —      1998
Joseph T. Monagle    Senior Vice President    —      —      —      —      1997
Steven I. Silverman    Senior Vice President    —      1999    —      —      —
Kenneth A. Jacob    Vice President    1986    —      1993    1986    —
Edward J. Andrews    Vice President    —      —      1993    —      —
Walter O’Connor    Vice President    —      —      —      1998    —
William R. Bock    Vice President    —      —      —      1997    —
Robert A. DiMella, CFA    Vice President    —      —      —      1998    —
Michael Kalinoski    Vice President    —      —      —      1999    —
Roberto W. Roffo    Vice President    —      —      —      1998    —
Robert D. Sneeden    Vice President    —      —      —      1997    —
Theodore R. Jaeckel, Jr.    Vice President    —      —      —      1997    —
Robert C. Harris    Secretary    —      —      —      —      1999
Lori A. Martin    Secretary    —      1999    —      —      —
Alice A. Pellegrino    Secretary    1999    —      1999    1999    —

Merrill Lynch Merrill Lynch California Multi-State Limited Merrill Lynch Municipal Series Merrill Lynch Maturity Municipal Multi-State Municipal Name Office Trust Growth
* Mr. Glenn was elected President of each Fund ~~Series Trust Series Trust - ---- ------ ----- ----------- ------------ ------------~~ ~~Terry K. Glenn President 1985* 1987* 1993*** 1985**** Robert C. Doll Senior~~in 1999. Prior to that he served as Executive Vice President -- 1999 -- Vincent R. Giordano Senior Vice President 1985 1993 1985 Donald C. Burke Vice President 1993 1994 1993 1993 Treasurer 1999 1999 1999 1999 Vincent T. Lathbury, III Senior Vice President -- -- -- -- Joseph T. Monagle Senior Vice President -- -- -- -- Steven I. Silverman Senior Vice President -- 1999 -- -- Kenneth A. Jacob Vice President 1986 1993 1986 Edward J. Andrews Vice President -- -- [1995] -- Walter O'Connor Vice President -- -- -- 1998 William R. Bock Vice President -- -- -- 1997 Robert A. DiMella, CFA Vice President -- -- -- 1998 Michael Kalinoski Vice President -- -- -- 1999 Roberto W. Roffo Vice President -- -- -- 1998 Robert D. Sneeden Vice President -- -- -- 1997 Theodore R. Jaeckel, Jr. Vice President -- -- -- 1997 Robert C. Harris Secretary -- -- -- -- Lori A. Martin Secretary -- 1999 -- -- Alice A. Pellegrino Secretary 1999 -- 1999 1999 (table continued) Merrill Lynch World Income Name Office Fund, Inc. - ---- ------ ---------- Terry K. Glenn President 1988***** Robert C. Doll Senior Vice President 2000 Vincent R. Giordano Senior Vice President -- Donald C. Burke Vice President 1993 Treasurer 1999 Vincent T. Lathbury, III Senior Vice President 1998 Joseph T. Monagle Senior Vice President 1997 Steven I. Silverman Senior Vice President -- Kenneth A. Jacob Vice President -- Edward J. Andrews Vice President -- Walter O'Connor Vice President -- William R. Bock Vice President -- Robert A. DiMella, CFA Vice President -- Michael Kalinoski Vice President -- Roberto W. Roffo Vice President Robert D. Sneeden Vice President -- Theodore R. Jaeckel, Jr. Vice President -- Robert C. Harris Secretary 1999 Lori A. Martin Secretary -- Alice A. Pellegrino Secretary -- of each Fund.
- --------- * Mr. Glenn was elected President of ML California in 1999. From 1985 to 1999, he served as Executive Vice President of ML California. ** Mr. Glenn was elected President of ML Growth in 1999. From 1987 to 1999, he served as Executive Vice President of ML Growth. *** Mr. Glenn was elected President of ML Limited Maturity in 1999. From 1993 to 1999, he served as Executive Vice President of ML Limited Maturity. **** Mr. Glenn was elected President of ML Multi-State in 1999. From 1985 to 1999, he served as Executive Vice President of ML Multi-State. ***** Mr. Glenn was elected President of ML World Income in 1999. From 1988 to 1999, he served as Executive Vice President of ML World Income.
EXHIBIT B
MERRILL LYNCH WORLD INCOME FUND, INC.
FORM OF ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
          MERRILL LYNCH WORLD INCOME FUND, INC., a Maryland corporation (the ~~"Corporation"~~“Corporation”), does hereby certify to the State Department of Assessments and Taxation of Maryland that:
          FIRST:    The charter of the Corporation is hereby amended by deleting Article III, Section (2) in its entirety and inserting the following in lieu thereof: "(2) To hold, invest and reinvest its assets in securities, and in connection therewith, without limiting the foregoing, to hold part or all of its assets (a) in cash and/or (b) in shares of or beneficial interests in another corporation known in the investment company industry as a master fund in a master/feeder structure, which corporation holds securities and other assets for investment purposes (the "Master Fund")."
          “(2) To hold, invest and reinvest its assets in securities, and in connection therewith, without limiting the foregoing, to hold part or all of its assets (a) in cash and/or (b) in shares of or beneficial interests in another corporation known in the investment company industry as a master fund in a master/feeder structure, which corporation holds securities and other assets for investment purposes (the “Master Fund”).”
          SECOND:    The charter of the Corporation is hereby further amended by adding the following provision as Article III, Section (5), and renumbering Article III, Section (5) thereof as Article III, Section (6): "(5) To transfer all or substantially all the assets of the Corporation (or the assets of any series thereof) to the Master Fund, in exchange for shares of or beneficial interests in the Master Fund or for such other consideration as permitted by the General Laws of the State of Maryland and the Investment Company Act of 1940, as amended (all without the vote or consent of the stockholders of the Corporation), and all such actions, regardless of the frequency with which they are pursued, shall be deemed in furtherance of the ordinary, usual and customary business of the Corporation."
          “(5) To transfer all or substantially all the assets of the Corporation (or the assets of any series thereof) to the Master Fund, in exchange for shares of or beneficial interests in the Master Fund or for such other consideration as permitted by the General Laws of the State of Maryland and the Investment Company Act of 1940, as amended (all without the vote or consent of the stockholders of the Corporation), and all such actions, regardless of the frequency with which they are pursued, shall be deemed in furtherance of the ordinary, usual and customary business of the Corporation.”
          THIRD:    The charter of the Corporation is hereby further amended by deleting Article V, Section (4) in its entirety and inserting the following in lieu thereof: "(4) Unless otherwise expressly provided in the charter of the Corporation, including those matters set forth in Article III, Sections (2), (4) and (5) hereof and including any Articles Supplementary creating any class or series of capital stock, on each matter submitted to a vote of stockholders, each holder of a share of capital stock of the Corporation shall be entitled to one vote for each share standing in such holder's name on the books of the Corporation, irrespective of the class or series thereof, and all shares of all classes and series shall vote together as a single class; provided, however, that (a) as to any matter with respect to which a separate vote of any class or series is required by the Investment Company Act of 1940, as amended, and in effect from time to time, or any rules, regulations or orders issued thereunder, or by the Maryland General Corporation Law, such requirement as to a separate vote by that class or series shall apply in lieu of a general vote of all classes and series as described above, (b) in the event that the separate vote requirements referred to in (a) above apply with respect to one or more classes or series, then, subject to paragraph (c) below, the shares of all other classes and series not entitled to a separate class vote shall vote as a single class, (c) as to any matter which does not affect the interest of a particular class or series, such class or series shall not be entitled to any vote and only the holders of shares of the affected classes and series, if any, shall be entitled to vote and (d) the shares of capital stock of the Corporation shall have no voting rights in connection with the transfer of all or substantially all the assets of the Corporation (or the assets of any series thereof) to the Master Fund in exchange for shares of or beneficial interests in such Master Fund or for such other consideration as permitted by Maryland General Corporation Law and the Investment Company Act of 1940, as amended."
          “(4) Unless otherwise expressly provided in the charter of the Corporation, including those matters set forth in Article III, Sections (2), (4) and (5) hereof and including any Articles Supplementary creating any class or series of capital stock, on each matter submitted to a vote of stockholders, each holder of a share of capital stock of the Corporation shall be entitled to one vote for each share standing in such holder’s name on the books of the Corporation, irrespective of the class or series thereof, and all shares of all classes and series shall vote together as a single class;provided, however, that (a) as to any matter with respect to which a separate vote of any class or series is required by the Investment Company Act of 1940, as amended, and in effect from time to time, or any rules, regulations or orders issued thereunder, or by the Maryland General Corporation Law, such requirement as to a separate vote by that class or series shall apply in lieu of a general vote of all classes and series as described above, (b) in the event that the separate vote requirements referred to in (a) above apply with respect to one or more classes or series, then, subject to paragraph (c) below, the shares of all other classes and series not entitled to a separate class vote shall vote as a single class, (c) as to any matter which does not affect the interest of a particular class or series, such class or series shall not be entitled to any vote and only the holders of shares of the affected classes and series, if any, shall be entitled to vote and (d) the shares of capital stock of the Corporation shall have no voting rights in connection with the transfer of all or substantially all the assets of the Corporation (or the assets of any series thereof) to the Master Fund in exchange for shares of or beneficial interests in such Master Fund or for such other consideration as permitted by Maryland General Corporation Law and the Investment Company Act of 1940, as amended.”
          FOURTH:    The charter of the Corporation is hereby further amended by adding the following provision as Article VI, Section (7): "(7) Notwithstanding any other provision of these Articles of Incorporation or the By-Laws of the Corporation, or the General Laws of the State of Maryland, the transfer of all or substantially all of the assets of the Corporation (or the assets of any series thereof) to the Master Fund shall be deemed to be in the ordinary course of business of the Corporation, and the Board of Directors of the Corporation is vested with the sole power, to the exclusion of the stockholders, upon the affirmative vote of the majority of the entire Board of Directors, to transfer all or substantially all the assets of the Corporation (or the assets of any series thereof) to the Master Fund in exchange for shares of or beneficial interests in such Master Fund or for such other consideration as permitted by the General Laws of the State of Maryland and the Investment Company Act of 1940, as amended."
           “(7) Notwithstanding any other provision of these Articles of Incorporation or the By-Laws of the Corporation, or the General Laws of the State of Maryland, the transfer of all or substantially all of the assets of the Corporation (or the assets of any series thereof) to the Master Fund shall be deemed to be in the ordinary course of business of the Corporation, and the Board of Directors of the Corporation is vested with the sole power, to the exclusion of the stockholders, upon the affirmative vote of the majority of the entire Board of Directors, to transfer all or substantially all the assets of the Corporation (or the assets of any series thereof) to the Master Fund in exchange for shares of or beneficial interests in such Master Fund or for such other consideration as permitted by the General Laws of the State of Maryland and the Investment Company Act of 1940, as amended.”
          FIFTH:    These Articles of Amendment have been advised by a majority of the entire Board of Directors of the Corporation and approved by a majority of the votes entitled to be cast by holders of the capital stock of the Corporation.
          SIXTH:    The authorized capital stock of the Corporation has not been increased by these Articles of Amendment.
          SEVENTH:    Except as amended hereby, the ~~Corporation's~~Corporation’s charter shall remain in full force and effect.
          IN WITNESS WHEREOF, MERRILL LYNCH WORLD INCOME FUND, INC. has caused these Articles of Amendment to be signed in its name and on its behalf by its Vice President and attested by its Secretary on the          day of              , 200__. Merrill Lynch World Income Fund, Inc. By:______________________________________ Vice President 200  .
Merrill Lynch World Income Fund, Inc.
By:
Attest: ~~- -------------------------~~
Secretary
          THE UNDERSIGNED, Vice President of Merrill Lynch World Income Fund, Inc., who executed on behalf of said Corporation the foregoing Articles of Amendment, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles of Amendment to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects, and that this statement is made under the penalties for perjury. ~~-------------------------------------- Vice President~~
Vice President
OPEN-END FUNDS
MASSACHUSETTS BUSINESS TRUSTS ~~[Name~~
[Name of Fund]
CERTIFICATION OF AMENDMENT TO DECLARATION OF TRUST
          The undersigned, constituting at least a majority of the Trustees of [Name of Fund] (the ~~"Trust"~~“Trust”), a business trust organized under the laws of Massachusetts, pursuant to the Declaration of Trust of the Trust dated the                  day of                      ,             , as amended (the ~~"Declaration"~~“Declaration”), do hereby certify that the Trustees of the Trust have duly adopted the following amendment, as approved by the holders of at least [two-thirds] [a majority] of the outstanding shares of the Trust, to the Declaration:
          VOTED:    That Section 3.2 of Article III of the Declaration be, and it hereby is amended so that, as amended, it shall read as follows: 3.2. Investments. The Trustees shall have power, subject to the Fundamental Policies, to: (a) conduct, operate and carry on the business of an investment company; (b) subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge, sell, assign, transfer, exchange, distribute or otherwise deal in or dispose of negotiable or nonnegotiable instruments, obligations, evidences of indebtedness, certificates of deposit or indebtedness, commercial paper, repurchase agreements, reverse repurchase agreements, options, futures contracts, options on futures contracts and other investments, including, without limitation, those issued, guaranteed or sponsored by any state, territory or possession of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities, or by the United States Government or its agencies or instrumentalities, or international instrumentalities, or by any bank, savings institution, corporation or other business entity organized under the laws of the United States and, to the extent provided in the Prospectus and not prohibited by the Fundamental Policies, organized under foreign laws; and to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more persons, firms, associations or corporations to exercise any of said rights, powers and privileges in respect of any of said instruments; and the Trustees shall be deemed to have the foregoing powers with respect to any additional securities in which [the Trust] [any Series of the Trust] may invest should the investment policies set forth in the Prospectus or the Fundamental Policies be amended. (c) The Trustees shall not be limited to investing in obligations maturing before the possible termination of the Trust, nor shall the Trustees be limited by any law limiting the investments which may be made by fiduciaries. (d) Notwithstanding any other provision of this Declaration to the contrary, the Trustees shall have the power in their discretion without any requirement of approval by Shareholders to either invest all or a portion of the Trust Property in, sell all or a portion of the Trust Property and invest the proceeds of such sales in, or transfer all or a portion of the Trust Property to one or more investment companies to the extent not prohibited by the 1940 Act and any exemptive orders granted under the 1940 Act. ~~INWITNESS~~
3.2.Investments.    The Trustees shall have power, subject to the Fundamental Policies, to:
        (a) conduct, operate and carry on the business of an investment company;
        (b) subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge, sell, assign, transfer, exchange, distribute or otherwise deal in or dispose of negotiable or nonnegotiable instruments, obligations, evidences of indebtedness, certificates of deposit or indebtedness, commercial paper, repurchase agreements, reverse repurchase agreements, options, futures contracts, options on futures contracts and other investments, including, without limitation, those issued, guaranteed or sponsored by any state, territory or possession of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities, or by the United States Government or its agencies or instrumentalities, or international instrumentalities, or by any bank, savings institution, corporation or other business entity organized under the laws of the United States and, to the extent provided in the Prospectus and not prohibited by the Fundamental Policies, organized under foreign laws; and to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more persons, firms, associations or corporations to exercise any of said rights, powers and privileges in respect of any of said instruments; and the Trustees shall be deemed to have the foregoing powers with respect to any additional securities in which [the Trust] [any Series of the Trust] may invest should the investment policies set forth in the Prospectus or the Fundamental Policies be amended.
        (c) The Trustees shall not be limited to investing in obligations maturing before the possible termination of the Trust, nor shall the Trustees be limited by any law limiting the investments which may be made by fiduciaries.
        (d) Notwithstanding any other provision of this Declaration to the contrary, the Trustees shall have the power in their discretion without any requirement of approval by Shareholders to either invest all or a portion of the Trust Property, or sell all or a portion of the Trust Property and invest the proceeds of such sales, in one or more investment companies to the extent not prohibited by the 1940 Act and any exemptive orders granted under the 1940 Act.
           IN WITNESS WHEREOF, the undersigned have executed this Amendment this      day of                , 2000. - -------------------------- --------------------------- [Name] [Name] - -------------------------- --------------------------- [Name] [Name] - -------------------------- --------------------------- [Name] [Name] - -------------------------- --------------------------- [Name] [Name]200 .
[Name]
[Name]
[Name]
[Name]
[Name]
[Name]
[Name]
[Name]
          The Declaration, a copy of which is on file in the office of the Secretary of the Commonwealth of Massachusetts, provides that the name "[“[Name of Fund]"” refers to the Trustees under the Declaration collectively as trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property for the satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust but the Trust Property only shall be liable.
MERRILL LYNCH INVESTMENT MANAGERS ~~Sign, Date, and Return the Proxy Card~~
4800 DEER LAKE DRIVE EAST ~~Promptly Using the Enclosed Envelope~~
JACKSONVILLE, FLORIDA 32246-6484
To vote by Telephone
1) Read the Proxy Statement and have the proxy card below at hand.
2) Call ~~1-800-___-____.~~ 1-800-890-6903.
3) Enter the 12-digit control number set forth on the proxy card and follow the simple instructions.
To vote by ~~Internet~~ internet
1) Read the Proxy Statement and have the proxy card below at hand.
2) Go to Website www.proxyvote.com.
3) Enter the 12-digit control number set forth on the proxy card and follow the simple instructions. [Proxy Card Front] COMMON STOCK MERRILL LYNCH WORLD INCOME FUND, INC. P.O. BOX 9011 PRINCETON, NEW JERSEY 08543-9011
PROXY
This proxy is solicited on behalf of the Board of ~~Directors~~
Directors/Trustees
The undersigned hereby appoints ~~__________, __________~~Terry K. Glenn, Donald C. Burke and ~~__________~~Alice A. Pellegrino as proxies, each of them with the power to appoint ~~his or her~~their substitute, ~~as applicable,~~ and hereby authorizes ~~each of~~ them to represent and to vote, as designated ~~on the reverse hereof,~~below, all of the shares of ~~Common Stock~~common stock or shares of ~~Merrill Lynch World Income Fund, Inc. (the "Fund")~~beneficial interest, held of record by the undersigned on October 30, 2000 at the Annual Meeting of ~~Stockholders of the Fund~~Shareholders to be held on December 21, 2000 or any adjournment thereof. ~~This proxy, when properly executed, will be voted in the manner herein directed by the undersigned stockholder. If no direction is made, this proxy will be voted "for" items~~
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1, 2, ~~and~~AND 3.
By signing and dating ~~the reverse side of~~ this card, you authorize the proxies to vote each proposal as marked, or if not marked, to vote "FOR" each proposal, and to use their discretion to vote for any other matter as may properly come before the meeting or any adjournment thereof. If you do not intend to personally attend the meeting, please complete and return ~~the~~this card at once in the enclosed envelope. ~~(Continued and to be signed on the reverse side)~~ [Proxy Card Reverse] Please mark boxes /X/ or [X] in blue or black ink. 1. ELECTION OF DIRECTORS /_/ FOR all nominees listed /_/ WITHHOLD AUTHORITY to vote below (except as marked to for all nominees listed below the contrary below) (INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list below.) James H. Bodurtha, Terry K. Glenn, Herbert I. London, Joseph L. May, Andre F. Perold, Roberta Cooper Ramo, and Arthur Zeikel. 2. To consider and act upon a proposal to ratify the selection of Deloitte & Touche LLP to serve as independent auditors of the Fund for its current fiscal year. FOR /_/ AGAINST /_/ ABSTAIN /_/ 3. To consider and act upon a proposal to amend the Fund's charter to permit the Board of Directors to reorganize the Fund into a master/feeder structure. FOR /_/ AGAINST /_/ ABSTAIN /_/ 4. In the discretion of such proxies, upon such other business as properly may come before the meeting or any adjournment thereof.
Please sign exactly as name appears ~~hereon.~~herein. When shares are held by joint tenants, both should sign. When signing as attorney or as executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. Dated:__________________________ X_______________________________ Signature X_______________________________ Signature, if held jointly persons.
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope. [Proxy Card Front] SHARES OF BENEFICIAL INTEREST [NAME OF MASSACHUSETTS BUSINESS TRUST] P.O. BOX 9011 PRINCETON, NEW JERSEY 08543-9011 PROXY This proxy is solicited on behalf of the Board of Directors The undersigned hereby appoints __________, __________ and __________ as proxies, each with the power to appoint his or her substitute, as applicable, and hereby authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the shares of beneficial interest of [NAME OF MASSACHUSETTS BUSINESS TRUST] (the "Fund") held of record by the undersigned on October 30, 2000 at the Meeting of Shareholders of the Fund to be held on December 21, 2000, or any adjournment thereof. This proxy, when properly executed, will be voted in the manner herein directed by the undersigned stockholder. If no direction is made, this proxy will be voted "for" items 1, 2 and 3. By signing and dating the reverse side of this card, you authorize the proxies to vote each proposal as marked, or if not marked, to vote "FOR" each proposal, and to use their discretion to vote for any other matter as may properly come before the meeting or any adjournment thereof. If you do not intend to personally attend the meeting, please complete and return the card at once in the enclosed envelope. (Continued and to be signed on the reverse side) [Proxy Card Reverse] Please mark boxes /X/ or [X] in blue or black ink. 1. ELECTION OF TRUSTEES /_/ FOR all nominees listed /_/ WITHHOLD AUTHORITY to vote for below (except as marked to all nominees listed below the contrary below) (INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list below.) James H. Bodurtha, Terry K. Glenn, Herbert I. London, Joseph L. May, Andre F. Perold, Roberta Cooper Ramo, and Arthur Zeikel. 2. To consider and act upon a proposal to ratify the selection of Deloitte & Touche LLP to serve as independent auditors of the Fund for its current fiscal year. FOR /_/ AGAINST /_/ ABSTAIN /_/ 3. To consider and act upon a proposal to amend the Fund's charter to permit the Board of Trustees to reorganize the Fund into a master/feeder structure. FOR /_/ AGAINST /_/ ABSTAIN /_/ 4. In the discretion of such proxies, upon such other business as properly may come before the meeting or any adjournment thereof. Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney or as executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. Dated:__________________________ X_______________________________ Signature X_______________________________ Signature, if held jointly Sign, Date, and Return the Proxy Card Promptly Using the Enclosed Envelope.
TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS:
MLINVM           KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
Vote On Directors/Trustees of each Fund
For
All
Withhold
All
For All
Except
To withhold authority to vote, mark "For All Except" and write the nominee's number on the line below.
1. 01) James H. Bodurtha,
02) Terry K. Glenn,
03) Herbert I. London,
04) Joseph L. May,
05) André F. Perold and
06) Roberta Cooper Ramo

Vote On Proposals For Against Abstain
2. To consider and act upon a proposal to ratify the selection of Deloitte & Touche LLP to serve as independent auditors of the Fund.
3. To consider and act upon a proposal to amend the Fund's charter to permit the Board of the Fund to reorganize the Fund into a master/feeder structure.
4. To transact such other business as may properly come before the Meeting or any adjournments thereof.
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date

		Page
INTRODUCTION		3

ITEM 1: ELECTION OF BOARD MEMBERS		4

ITEM 2: SELECTION OF INDEPENDENT AUDITORS		7

ITEM 3: APPROVAL OR DISAPPROVAL OF CHARTER AMENDMENT TO PERMIT REORGANIZATION OF A FUND INTO A MASTER/FEEDER STRUCTURE		7

ADDITIONAL INFORMATION		10

Exhibit A-Information About the Funds		A-1

Exhibit B-Proposed Charter Amendments		B-1

Name and Address of Nominees	Age	Principal Occupation During Past Five Years and Public Directorships (1) ~~- ---------------------------- --- ---------------------------------------~~
Terry K. Glenn(1)*~~.........................~~ P.O. Box 9011 Princeton, New Jersey 08543-9011	60	Executive Vice President of Fund Asset Management, ~~P.O. Box 9011~~ L.P. ~~("FAM"~~ (“FAM”) and MLIM (the terms FAM and MLIM, as ~~Princeton, New Jersey~~ used herein, include their corporate predecessors) ~~08543-9011~~ since 1983; Executive Vice President and Director of Princeton Services, Inc. ("(“Princeton ~~Services"~~Services”) since 1993; President of FAM Distributors, Inc. ~~("FAMD"~~(“FAMD”) since 1986 and Director thereof since 1991; President of Princeton Administrators, L.P. since 1988.

James H. Bodurtha(1)(2) ~~...................~~ 36 Popponesset Road Cotuit, Massachusetts 02635	56	Director and Executive Vice President, The China ~~36 Popponesset Road~~ Business Group, Inc. since ~~1966;~~1996; Chairman and Chief ~~Cotuit, Massachusetts 02635~~ Executive Officer, China Enterprise Management Corporation from 1993 to 1996; Chairman, Berkshire Corporation since 1980; Partner, Squire, Sanders & Dempsey from 1980 to 1993.

Herbert I. London(1)(2) ~~...................~~ 2 Washington Square Village New York, New York 10012	61	John M. Olin Professor of Humanities, New York ~~2 Washington Square Village~~ University since 1993 and Professor thereof since ~~New York, New York 10012~~ 1980; President, Hudson Institute since 1997 and Trustee thereof since 1980; Dean, Gallatin Division of New York University from 1976 to 1993; Distinguished Fellow, Herman Kahn Chair, Hudson Institute from 1984 to 1985; Director, Damon Corp. from 1991 to 1995; Overseer, Center for Naval Analyses from 1983 to 1993; Limited Partner, Hypertech LP from 1996 to 1997.

Joseph L. May(1)(2) ~~.......................~~ 424 Church Street Suite 2000 Nashville, Tennessee 37219	71	Attorney in private practice since 1984; President, ~~424 Church Street~~ May and Athens Hosiery Mills Division, Wayne-Gossard ~~Suite 2000~~ Corporation from 1954 to 1983; Chairman, The May ~~Nashville, Tennessee 37219~~ Corporation (personal holding company) from 1972 to 1983; Director, Signal Apparel Co. from 1972 to 1989. ~~Andre~~

André F. ~~Perold (1)~~Perold(1)(2)~~.....................~~ Morgan Hall Soldiers Field Boston, Massachusetts 02163	48	Sylvan C. Coleman Professor of Financial Management, ~~Morgan Hall~~ Harvard Business School since 1993 and Professor from ~~Soldiers Field~~ 1989 to ~~1993, and Associate Professor from 1983 to Boston, Massachusetts 02163 1989;~~1993; Trustee, The Common Fund since 1989; Director, Quantec Limited 1991 to 1999; Director, TIBCO from 1994 to 1996; Director, Genbel Securities Limited and Gensec Bank since 1999; Director, Gensec Asset Management since 2000; Director, Bulldogresearch.com since 2000; Director, Stockback.com since 2000.