Filed by the Registrants x | ||
| Check the appropriate box: | ||
Filed by a Party other than the Registrant ¨ | ||
x Preliminary Proxy Statement | ||
¨ Definitive Proxy Statement | ||
¨ Definitive Additional Materials | ||
¨ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
THE ASSET PROGRAM, INC. (3 Series) Mercury Growth Opportunity Fund Mercury U.S. Government Securities Fund Merrill Lynch Mid Cap Value Fund FINANCIAL INSTITUTIONS SERIES TRUST (1 Series) Summit Cash Reserves Fund FUND ASSET MANAGEMENT MASTER TRUST (2 Series) Low Duration Master Portfolio Total Return Bond Master Portfolio MASTER FOCUS TWENTY TRUST MASTER MID CAP GROWTH TRUST MASTER LARGE CAP SERIES TRUST (3 Series) Master Large Cap Growth Portfolio Master Large Cap Value Portfolio Master Large Cap Core Portfolio MERCURY FOCUS TWENTY FUND, INC. MERCURY MID CAP GROWTH FUND, INC. MERCURY LARGE CAP SERIES FUNDS, INC. (3 Series) Mercury Large Cap Growth Fund Mercury Large Cap Value Fund Mercury Large Cap Core Fund MERCURY HW FUNDS (3 Series) Mercury Low Duration Fund Mercury Total Return Bond Fund Mercury HW International Value Fund MERCURY HW VARIABLE TRUST (1 Series) Mercury HW International Value VIP Portfolio MERRILL LYNCH CALIFORNIA MUNICIPAL SERIES TRUST (1 Series) Merrill Lynch California Insured Municipal Bond Fund MERRILL LYNCH FOCUS TWENTY FUND, INC. MERRILL LYNCH FOCUS VALUE FUND, INC. | MERRILL LYNCH FUNDAMENTAL GROWTH FUND, INC. MERRILL LYNCH INVESTMENT MANAGERS FUNDS, INC. (2 Series) Merrill Lynch Low Duration Fund Merrill Lynch Total Return Bond Fund MERRILL LYNCH LARGE CAP SERIES FUNDS, INC. (3 Series) Merrill Lynch Large Cap Growth Fund Merrill Lynch Large Cap Value Fund Merrill Lynch Large Cap Core Fund MERRILL LYNCH MULTI-STATE MUNICIPAL SERIES TRUST (4 Series) Merrill Lynch Florida Municipal Bond Fund Merrill Lynch New Jersey Municipal Bond Fund Merrill Lynch New York Municipal Bond Fund Merrill Lynch Pennsylvania Municipal Bond Fund MERRILL LYNCH RETIREMENT SERIES TRUST (1 Series) Merrill Lynch Retirement Reserves Money Fund MERRILL LYNCH SHORT TERM U.S. GOVERNMENT FUND, INC. MERRILL LYNCH VARIABLE SERIES FUNDS, INC. (19 Series) Merrill Lynch American Balanced Fund Merrill Lynch Basic Value Focus Fund Merrill Lynch Core Bond Focus Fund Merrill Lynch Developing Capital Markets Focus Fund Merrill Lynch Domestic Money Market Fund Merrill Lynch Focus Twenty Select Fund Merrill Lynch Fundamental Growth Focus Fund Merrill Lynch Global Allocation Focus Fund Merrill Lynch Global Bond Focus Fund Merrill Lynch Global Growth Focus Fund Merrill Lynch Government Bond Fund Merrill Lynch High Current Income Fund Merrill Lynch Index 500 Portfolio Merrill Lynch Large Cap Core Focus Fund Merrill Lynch Large Cap Value Focus Fund Merrill Lynch Natural Resources Focus Fund Merrill Lynch Reserve Assets Fund Merrill Lynch Small Cap Value Focus Fund Merrill Lynch Utilities and Telecommunications Focus Fund |
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:1 (Set forth the amount on which the filing fee is calculated and state how it was determined.) |
| (4) | Proposed maximum aggregate value of transaction: |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
| (1) | To elect the Board Members (which term as used herein refers to both Directors and Trustees, as applicable) of each Fund to serve until their successors have been duly elected and qualified or until their earlier resignation or removal; |
| (2) | For Mercury Growth Opportunity Fund, Mercury U.S. Government Securities Fund, Merrill Lynch Mid Cap Value Fund, of The Asset Program Inc., Merrill Lynch U.S. Government Mortgage Fund, Merrill Lynch Fundamental Growth Fund, Inc., Summit Cash Reserves Fund of Financial Institutions Series Trust and Merrill Lynch Retirement Reserves Money Fund of Merrill Lynch Retirement Series Trust: To consider and act upon a proposal to amend the Fund’s charter to permit the Board Members to reorganize the Fund into a master/feeder structure. |
| (3) | For Merrill Lynch California Insured Municipal Bond Fund of Merrill Lynch California Municipal Series Trust and Merrill Lynch New York Municipal Bond Fund of ML Multi-State Trust: To change the Fund’s classification under the Investment Company Act of 1940, as amended, from diversified to non-diversified. |
| (4) | To transact such other business as may properly come before the Meeting or any adjournment thereof. |
The Board Members of each Fund (except Master Mid Cap Trust, Mercury Mid Cap Fund, Inc. and Merrill Lynch Variable Series Funds, Inc.) have fixed the close of business on January 22, 2002 (January 28, 2002 for Master Mid Cap Trust and Mercury Mid Cap Fund, Inc. and January 29, 2002 for Merrill Lynch Variable Series Funds Inc. and Mercury HW Variable Trust as the record date for the determination of shareholders entitled to notice of and to vote at the applicable Meeting or any adjournment thereof.
If you have any questions regarding the enclosed proxy material or need assistance in voting your shares, please contact our proxy solicitor, Georgeson Shareholder, at[phone #].
| By Order of the Boards of Directors/Trustees | ||
| ALICE A. PELLEGRINO | ||
| Secretary of Master Large Cap Series Trust, Mercury Large Cap Series Funds, Inc., Merrill Lynch Large Cap Series Funds, Inc., Merrill Lynch California Municipal Series Trust and Merrill Lynch Multi-State Municipal Series Trust | ||
| ROBERT HARRIS | ||
| Secretary of Financial Institutions Series Trust and Merrill Lynch World Income Fund, Inc. | ||
| SUSAN B. BAKER | ||
| Secretary of Master Focus Twenty Trust, Master Mid Cap Growth Trust, Mercury Focus Twenty Fund, Inc., Mercury Mid Cap Growth Fund, Inc. and Merrill Lynch Focus Twenty Fund, Inc. | ||
| ALLAN J. OSTER | ||
| Secretary of The Asset Program, Inc., Merrill Lynch Focus Value Fund, Inc., Merrill Lynch Fundamental Growth Fund, Inc. and Merrill Lynch Variable Series Funds, Inc. | ||
| PHILLIP S. GILLESPIE | ||
| Secretary of Fund Asset Management Master Trust, Mercury HW Funds, Mercury HW Variable Trust, Merrill Lynch Investment Managers Funds, Inc., Merrill Lynch Retirement Series Trust, Merrill Lynch Short Term U.S. Government Fund, Inc. and Merrill Lynch U.S. Government Mortgage Fund | ||
| ** | March 11, 2002 for Master Mid Cap Growth Trust and Mercury Mid Cap Growth Fund, Inc. |
Page | ||
| INTRODUCTION | 2 | |
| ITEM 1: ELECTION OF BOARD MEMBERS | 6 | |
| ITEM 2: APPROVAL OR DISAPPROVAL OF CHARTER AMENDMENT TO PERMIT REORGANIZATION OF A FUND INTO A MASTER/FEEDER STRUCTURE | 8 | |
| ITEM 3: APPROVAL OR DISAPPROVAL OF CHANGE IN CLASSIFICATION OF A FUND FROM DIVERSIFIED TO NON-DIVERSIFIED UNDER THE INVESTMENT COMPANY ACT | 9 | |
| ADDITIONAL INFORMATION | 11 | |
| Exhibit A—Information About the Funds | A-1 | |
| Exhibit B—Information Pertaining to Board Member Nominees | B-1 | |
| Exhibit C—Information Pertaining to Officers | C-1 | |
| Exhibit D—Proposed Charter Amendments | D-1 |
Fund | Term Used in this Combined Proxy Statement | |
| The Asset Program, Inc. | Asset Program | |
| Mercury Growth Opportunity Fund | Mercury Growth Opportunity | |
| Mercury U.S. Government Securities Fund | Mercury U.S. Gov’t | |
| Merrill Lynch Mid Cap Value Fund | ML Mid Cap Value | |
| Financial Institutions Series Trust | Financial Institutions Trust | |
| Summit Cash Reserves Fund | Summit Cash Fund | |
| Fund Asset Management Master Trust | FAM Trust | |
| Low Duration Master Portfolio | Master Low Duration | |
| Total Return Bind Master Portfolio | Master Total Return | |
| Master Focus Twenty Trust | Focus Twenty Trust | |
| Master Mid Cap Growth Trust | Mid Cap Trust | |
| Master Large Cap Series Trust | Large Cap Trust | |
| Master Large Cap Growth Portfolio | Large Cap Growth | |
| Master Large Cap Value Portfolio | Large Cap Value | |
| Master Large Cap Core Portfolio | Large Cap Core | |
| Mercury Focus Twenty Fund, Inc. | Mercury Focus Twenty | |
| Mercury Mid Cap Growth Fund, Inc. | Mercury Mid Cap | |
| Mercury Large Cap Series Funds, Inc. | Mercury Large Cap | |
| Mercury Large Cap Growth Fund | Mercury Large Cap Growth | |
| Mercury Large Cap Value Fund | Mercury Large Cap Value | |
| Mercury Large Cap Core Fund | Mercury Large Cap Core | |
| Mercury HW Funds | Mercury HW | |
| Mercury Low Duration Fund | Mercury Low Duration | |
| Mercury Total Return Bond Fund | Mercury Total Return Bond | |
| Mercury HW International Value Fund | Mercury International | |
| Mercury HW Variable Trust | Mercury Variable | |
| Mercury HW International Value VIP Portfolio | Mercury International Value | |
| Merrill Lynch California Municipal Series Trust | ML California Trust | |
| Merrill Lynch California Insured Municipal Bond Fund | CA Ins. Muni Bond |
| * | March 25, 2002 for Master Mid Cap Growth Trust and Mercury Mid Cap Growth Fund, Inc. |
Fund | Term Used in this Combined Proxy Statement | |
| Merrill Lynch Focus Twenty Fund, Inc. | ML Focus Twenty | |
| Merrill Lynch Focus Value Fund, Inc. | ML Focus Value | |
| Merrill Lynch Fundamental Growth Fund, Inc. | ML Fundamental Growth | |
| Merrill Lynch Investment Managers Funds, Inc. | MLIM Funds | |
| Merrill Lynch Low Duration Fund | ML Low Duration | |
| Merrill Lynch Total Return Bond Fund | ML Total Return | |
| Merrill Lynch Large Cap Series Funds, Inc. | ML Large Cap | |
| Merrill Lynch Large Cap Growth Fund | ML Large Cap Growth | |
| Merrill Lynch Large Cap Value Fund | ML Large Cap Value | |
| Merrill Lynch Large Cap Core Fund | ML Large Cap Core | |
| Merrill Lynch Multi-State Municipal Series Trust | ML Multi-State Trust | |
| Merrill Lynch Florida Municipal Bond Fund | FL Muni Bond | |
| Merrill Lynch New Jersey Municipal Bond Fund | NJ Muni Bond | |
| Merrill Lynch New York Municipal Bond Fund | NY Muni Bond | |
| Merrill Lynch Pennsylvania Municipal Bond Fund | PA Muni Bond | |
| Merrill Lynch Retirement Series Trust | ML Retirement Trust | |
| Merrill Lynch Retirement Reserves Money Fund | ML Retirement Reserves | |
| Merrill Lynch Short Term U.S. Government Fund, Inc. | ML Short Term | |
| Merrill Lynch U.S. Government Mortgage Fund | ML U.S. Gov’t | |
| Merrill Lynch Variable Series Funds, Inc. | ML Variable Series | |
| Merrill Lynch American Balanced Fund | VS American Balanced | |
| Merrill Lynch Basic Value Focus Fund | VS Basic Value | |
| Merrill Lynch Core Bond Focus Fund | VS Core Bond | |
| Merrill Lynch Developing Capital Markets Focus Fund | VS Developing Capital | |
| Merrill Lynch Domestic Money Market Fund | VS Domestic Money Market | |
| Merrill Lynch Focus Twenty Select Fund | VS Focus Twenty | |
| Merrill Lynch Fundamental Growth Focus Fund | VS Fundamental Growth | |
| Merrill Lynch Global Allocation Focus Fund | VS Global Allocation | |
| Merrill Lynch Global Bond Focus Fund | VS Global Bond | |
| Merrill Lynch Global Growth Focus Fund | VS Global Growth | |
| Merrill Lynch Government Bond Fund | VS Government Bond | |
| Merrill Lynch High Current Income Fund | VS High Current Income | |
| Merrill Lynch Index 500 Portfolio | VS Index 500 | |
| Merrill Lynch Large Cap Core | VS Large Cap Core | |
| Merrill Lynch Large Cap Value Focus Fund | VS Large Cap Value | |
| Merrill Lynch Natural Resources Focus Fund | VS Natural Resources | |
| Merrill Lynch Reserve Assets Fund | VS Reserve Assets | |
| Merrill Lynch Small Cap Value Focus Fund | VS Small Cap Value | |
| Merrill Lynch Utilities and Telecommunications Focus Fund | VS Utilities and Telecommunications | |
| Merrill Lynch World Income Fund, Inc. | ML World Income |
| 1) | “FOR” the election of the Board Member nominees of each Fund; |
| 2) | With respect to proxies submitted by the shareholders of Mercury Growth Opportunity, Mercury U.S. Gov’t, ML Mid Cap Value, ML U.S. Gov’t, ML Fundamental Growth, Summit Cash Fund and ML Retirement Reserves, unless instructions are marked to the contrary proxies will be voted |
| 3) | [With respect to proxies submitted by shareholders of CA Ins. Muni Bond and NY Muni Bond, unless instructions are marked to the contrary proxies will be voted |
Item 1. Election of Board Members | Item 2. Approval of a Charter Amendment to Permit the Reorganization of the Fund into a Master/Feeder Fund Structure | Item 3. Approval of Fundamental Policy Classifying a Fund as Non-Diversified under the Investment Company Act | ||||
| Asset Program | YES | YES | NO | |||
| Mercury Growth Opportunity | YES | YES | NO | |||
| Mercury U.S. Gov’t. | YES | YES | NO | |||
| ML Mid Cap Value | YES | YES | NO | |||
| Financial Institutions Trust | YES | YES | NO | |||
| Summit Cash Fund | ||||||
| FAM Trust | YES* | NO | NO | |||
| Focus Twenty Trust | YES** | NO | NO | |||
| Mid Cap Trust | YES*** | NO | NO | |||
| Large Cap Trust | YES**** | NO | NO | |||
| Mercury Focus Twenty | YES** | NO | NO | |||
| Mercury Mid Cap | YES*** | NO | NO | |||
| Mercury Large Cap | YES**** | NO | NO | |||
| Mercury Large Cap Growth | YES | NO | NO | |||
| Mercury Large Cap Value | YES | NO | NO | |||
| Mercury Large Cap Core | YES | NO | NO | |||
| Mercury HW | YES* | NO | NO | |||
| Mercury Low Duration | YES | NO | NO | |||
| Mercury Total Return Bond | YES | NO | NO | |||
| Mercury International | YES | NO | NO | |||
| Mercury Variable | YES | NO | NO | |||
| Mercury International Value | YES | NO | NO | |||
| ML California Trust | YES | NO | YES | |||
| CA Ins. Muni Bond | YES | NO | YES | |||
| ML Focus Twenty | YES** | NO | NO | |||
| ML Focus Value | YES | NO | NO |
Item 1. Election of Board Members | Item 2. Approval of a Charter Amendment to Permit the Reorganization of the Fund into a Master/Feeder Fund Structure | Item 3. Approval of Fundamental Policy Classifying a Fund as Non-Diversified under the Investment Company Act | |||||
| ML Fundamental Growth | YES | YES | NO | ||||
| MLIM Funds | YES* | NO | NO | ||||
| ML Low Duration | YES | NO | NO | ||||
| ML Total Return | YES | NO | NO | ||||
| ML Large Cap | YES**** | NO | NO | ||||
| ML Large Cap Growth | YES | NO | NO | ||||
| ML Large Cap Value | YES | NO | NO | ||||
| ML Large Cap Core | YES | NO | NO | ||||
| ML Multi-State Trust †† | |||||||
| NJ Muni Bond | YES | NO | NO | ||||
| NY Muni Bond | YES | NO | YES | † | |||
| PA Muni Bond | YES | NO | NO | ||||
| ML Retirement Trust | YES | YES | NO | ||||
| ML Retirement Reserves | |||||||
| ML Short Term | YES | NO | NO | ||||
| ML Variable Series | YES | NO | NO | ||||
| VS American Balanced | YES | NO | NO | ||||
| VS Basic Value | YES | NO | NO | ||||
| VS Core Bond | YES | NO | NO | ||||
| VS Developing Capital | YES | NO | NO | ||||
| VS Domestic Money Market | YES | NO | NO | ||||
| VS Focus Twenty | YES | NO | NO | ||||
| VS Fundamental Growth | YES | NO | NO | ||||
| VS Global Allocation | YES | NO | NO | ||||
| VS Global Bond | YES | NO | NO | ||||
| VS Global Growth | YES | NO | NO | ||||
| VS Government Bond | YES | NO | NO | ||||
| VS High Current Income | YES | NO | NO | ||||
| VS Index 500 | YES | NO | NO | ||||
| VS Large Cap Core | YES | NO | NO | ||||
| VS Large Cap Value | YES | NO | NO | ||||
| VS Natural Resources | YES | NO | NO | ||||
| VS Reserve Assets | YES | NO | NO | ||||
| VS Small Cap Value | YES | NO | NO | ||||
| VS Utilities and Telecommunications | YES | NO | NO | ||||
| ML U.S. Gov’t | YES | YES | NO | ||||
| ML World Income | YES | NO | NO | ||||
* | The shareholders of FAM Funds will also vote in connection with the election of the Board Members of FAM Trust. |
** | The shareholders of Focus Twenty Funds will also vote in connection with the election of the Board Members of Focus Twenty Trust. |
*** | The shareholders of Mercury Mid Cap and Merrill Lynch Mid Cap Growth Fund, Inc. (“ML Mid Cap”) will also vote in connection with the election of the Board Members of Mid Cap Trust. The shareholders of ML Mid Cap will receive a separate Notice and Proxy Statement. |
**** | The shareholders of Large Cap Funds will also vote in connection with the election of the Board Members of Large Cap Trust. |
| † | NY Muni Bond is the only series of ML Multi-State Trust whose shareholders will be asked to vote on Item 3. |
†† | Consists of thirteen series, four of which are solicited by this Combined Proxy Statement. The other nine series will receive a separate Notice and a separate Proxy Statement with respect to Item 1. |
| (1) | For serving on the Boards of CA Ins. Muni Bond, Focus Twenty Trust, Large Cap Trust, Mercury Focus Twenty, Mercury Mid Cap, Mercury Large Cap, Mid Cap Trust, ML California Trust, ML Focus Twenty, ML Large Cap, of ML Multi-State Trust and ML World Income, the non-affiliated Board Members receive an aggregate annual retainer of $100,000 and an aggregate annual meeting fee of $60,000. For serving on the Boards of Mercury HW and Mercury Variable, the non-affiliated Board Members receive an aggregate annual retainer of $18,000 and an aggregate annual meeting fee of $18,000. |
| (2) | Asset Program; Financial Institutions Trust; ML Focus Value; ML Fundamental Growth; ML Retirement Reserves; ML Short Term; ML U.S. Gov’t.; ML Variable Series; Summit Cash Fund. |
| (3) | FAM Trust and MLIM Funds. |
| r | ML Focus Value |
| r | ML Retirement Reserves |
| r | ML Short Term |
| r | ML Variable Series |
| r | ML World Income |
Item 1. | Item 2. | Item 3. | ||||
Fund | Election of Board Members | Approval of a Charter Amendment to Permit the Reorganization of the Fund Into a Master/ Feeder Structure | Approval of change in Classification of a Fund from Diversified to Non- Diversified under the Investment Company Act | |||
| Mercury Growth Opportunity; Mercury U.S. Gov’t and ML Mid Cap Value of Asset Program | Affirmative vote of a plurality of the votes cast | Affirmative vote of a majority of outstanding shares of each series | Not Voting | |||
| Summit Cash Fund of Financial Institutions Trust | Affirmative vote of a majority of the shares represented at the Meeting | Affirmative vote of two-thirds of outstanding shares | Not Voting | |||
| FAM Trust | Affirmative vote by more than 50% of the total interests of the holders present | Not Voting | Not Voting | |||
| Focus Twenty Trust | Affirmative vote by more than 50% of the total interests of the holders present | Not Voting | Not Voting |
Item 1. | Item 2. | Item 3. | ||||
Fund | Election of Board Members | Approval of a Charter Amendment to Permit the Reorganization of the Fund Into a Master/ Feeder Structure | Approval of change in Classification of a Fund from Diversified to Non- Diversified under the Investment Company Act | |||
| Mid Cap Trust | Affirmative vote by more than 50% of the total interests of the holders present | Not Voting | Not Voting | |||
| Large Cap Trust | Affirmative vote by more than 50% of the total interests of the holders present | Not Voting | Not Voting | |||
| Mercury Focus Twenty | Affirmative vote of a plurality of the votes cast | Not Voting | Not Voting | |||
| Mercury Mid Cap | Affirmative vote of a plurality of the votes cast | Not Voting | Not Voting | |||
| Mercury Large Cap | Affirmative vote of a plurality of the votes cast | Not Voting | Not Voting | |||
| Mercury HW | Affirmative vote of a plurality of the votes cast | Not Voting | Not Voting | |||
| Mercury Variable | Affirmative vote of a plurality of the votes cast | Not Voting | Not Voting | |||
| CA Ins. Muni Bond of the ML California Trust | Affirmative vote of a majority of the shares represented at the Meeting | Not Voting | Affirmative vote of a majority of the outstanding voting securities (as defined in the Investment Company Act). | |||
| ML Focus Twenty | Affirmative vote of a plurality of the votes cast | Not Voting | Not Voting | |||
| ML Focus Value | Affirmative vote of a majority of the votes cast | Not Voting | Not Voting | |||
| ML Fundamental Growth | Affirmative vote of a plurality of the votes cast | Affirmative vote of a majority of outstanding shares | Not Voting | |||
| MLIM Funds | Affirmative vote of a plurality of the votes cast | Not Voting | Not Voting | |||
| ML Large Cap | Affirmative vote of a plurality of the votes cast | Not Voting | Not Voting | |||
| FL Muni Bond; NJ Muni Bond; NY Muni Bond; and PA Muni Bond of ML Multi-State Trust | Affirmative vote of a majority of the shares of each series represented at the Meeting | Not Voting | NY Muni Bond Only Affirmative vote of a majority of the outstanding voting securities (as defined in the Investment Company Act). |
Item 1. | Item 2. | Item 3. | ||||
Fund | Election of Board Members | Approval of a Charter Amendment to Permit the Reorganization of the Fund Into a Master/ Feeder Structure | Approval of change in Classification of a Fund from Diversified to Non- Diversified under the Investment Company Act | |||
| ML Retirement Reserves of ML Retirement Trust | Affirmative vote of a majority of the shares represented at the Meeting | Affirmative vote of two-thirds of the outstanding shares | Not Voting | |||
| ML Short Term | Affirmative vote of a majority of the votes cast | Not Voting | Not Voting | |||
| ML U.S. Gov’t | Affirmative vote of a majority of the shares represented at the Meeting | Affirmative vote of two-thirds of the outstanding shares | Not Voting | |||
| ML Variable Series | Affirmative vote of a majority of the votes cast | Not Voting | Not Voting | |||
| VS American Balanced | ||||||
| VS Basic Value | ||||||
| VS Core Bond | ||||||
| VS Developing Capital | ||||||
| VS Domestic Money Market | ||||||
| VS Focus Twenty | ||||||
| VS Fundamental Growth | ||||||
| VS Global Allocation | ||||||
| VS Global Bond | ||||||
| VS Global Growth | ||||||
| VS Government Bond | ||||||
| VS High Current Income | ||||||
| VS Index 500 | ||||||
| VS LargeCap Core | ||||||
| VS Large Cap Value | ||||||
| VS Natural Resources | ||||||
| VS Reserve Assets | ||||||
| VS Small Cap Value | ||||||
| VS Utilities and Telecommunications | ||||||
| ML World Income | Affirmative vote of a majority of the votes cast | Not Voting | Not Voting |
Fund | Independent Auditors | Audit Fees Charged to the Fund | Other Fees | Fiscal Year | ||||
| Asset Program | D&T | 1/31 | ||||||
| Mercury Growth Opportunity | D&T | 1/31 | ||||||
| Mercury U.S. Gov’t | D&T | 1/31 | ||||||
| ML Mid Cap Value | D&T | 1/31 | ||||||
| Financial Institutions Trust | D&T | 5/31 | ||||||
| Summit Cash Fund | 5/31 | |||||||
| FAM Trust | 6/30 | |||||||
| Master Low Duration | 6/30 | |||||||
| Master Total Return | 6/30 | |||||||
| Focus Twenty Trust | D&T | 11/30 | ||||||
| Mid Cap Trust | D&T | 8/31 | ||||||
| Large Cap Trust | D&T | 10/31 | ||||||
| Large Cap Growth | D&T | 10/31 | ||||||
| Large Cap Value | D&T | 10/31 | ||||||
| Large Cap Core | D&T | 10/31 | ||||||
| Mercury Focus Twenty | D&T | 11/30 | ||||||
| Mercury Mid Cap | D&T | 8/31 | ||||||
| Mercury Large Cap | D&T | 10/31 | ||||||
| Mercury Large Cap Growth | D&T | 10/31 | ||||||
| Mercury Large Cap Value | D&T | 10/31 | ||||||
| Mercury Large Cap Core | D&T | 10/31 | ||||||
| Mercury HW | 6/30 | |||||||
| Mercury Low Duration | 6/30 | |||||||
| Mercury Total Return Bond | 6/30 | |||||||
| Mercury International | 6/30 | |||||||
| Mercury Variable | 12/31 | |||||||
| Mercury International Value | 12/31 | |||||||
| ML California Trust | D&T | 8/31 | ||||||
| CA Ins. Muni Bond | D&T | 8/31 | ||||||
| ML Focus Twenty | D&T | 11/30 | ||||||
| ML Focus Value | D&T | 7/31 | ||||||
| ML Fundamental Growth | E&Y | 8/31 | ||||||
| MLIM Funds | 6/30 | |||||||
| ML Low Duration | 6/30 | |||||||
| ML Total Return | 6/30 | |||||||
| ML Large Cap | 6/30 | |||||||
| ML Large Cap | D&T | 10/31 | ||||||
| ML Large Cap Growth | D&T | 10/31 | ||||||
| ML Large Cap Value | D&T | 10/31 | ||||||
| ML Large Cap Core | D&T | 10/31 | ||||||
| ML Multi-State Trust | D&T | 7/31 | ||||||
| FL Muni Bond | D&T | 9/30 | ||||||
| NJ Muni Bond | D&T | 7/31 | ||||||
| NY Muni Bond | D&T | 7/31 | ||||||
| PA Muni Bond | D&T | 7/31 | ||||||
| ML Retirement Trust | D&T | 10/31 | ||||||
| ML Retirement Reserves | D&T | 10/31 | ||||||
| ML Short Term | D&T | 5/31 | ||||||
| ML U.S. Gov’t | D&T | 5/31 | ||||||
| ML Variable Series | D&T | 12/31 | ||||||
| VS American Balanced | D&T | 12/31 | ||||||
| VS Basic Value | D&T | 12/31 |
Fund | Independent Auditors | Audit Fees Charged to the Fund | Other Fees | Fiscal Year | ||||
| VS Core Bond | D&T | 12/31 | ||||||
| VS Developing Capital | D&T | 12/31 | ||||||
| VS Domestic Money Market | D&T | 12/31 | ||||||
| VS Focus Twenty | D&T | 12/31 | ||||||
| VS Fundamental Growth | D&T | 12/31 | ||||||
| VS Global Allocation | D&T | 12/31 | ||||||
| VS Global Bond | D&T | 12/31 | ||||||
| VS Global Growth | D&T | 12/31 | ||||||
| VS Government Bond | D&T | 12/31 | ||||||
| VS High Current Income | D&T | 12/31 | ||||||
| VS Index 500 | D&T | 12/31 | ||||||
| VS Large Cap Core | D&T | 12/31 | ||||||
| VS Large Cap Value | D&T | 12/31 | ||||||
| VS Natural Resources | D&T | 12/31 | ||||||
| VS Reserve Assets | D&T | 12/31 | ||||||
| VS Small Cap Value | D&T | 12/31 | ||||||
| VS Utilities and Telecommunications | D&T | 12/31 | ||||||
| ML World Income | D&T | 12/31 |
| *$ | of these other non-audit services relate to all funds managed by FAM/MLIM. |
| By | Order of the Boards of Directors/Trustees |
AL | ICE A. PELLEGRINO |
Secretary of Master Large Cap Series Trust, Mercury Large Cap Series Funds, Inc., Merrill Lynch Large Cap Series Funds, Inc., Merrill Lynch California Municipal Series Trust and Merrill Lynch Multi-State Municipal Series Trust |
RO | BERT HARRIS |
Secretary of Financial Institutions Series Trust and Merrill Lynch World Income Fund, Inc. |
SU | SAN B. BAKER |
Secretary of Master Focus Twenty Trust, Master Mid Cap Growth Trust, Mercury Focus Twenty Fund, Inc., Mercury Mid Cap Growth Fund, Inc., and Merrill Lynch Focus Twenty Fund, Inc. |
AL | LAN J. OSTER |
Secretary of The Asset Program, Inc., Merrill Lynch Focus Value Fund, Inc., Merrill Lynch Fundamental Growth Fund, Inc. and Merrill Lynch Variable Series Funds, Inc. |
PH | ILLIP S. GILLESPIE |
Secretary of Fund Asset Management Master Trust, Mercury HW Funds, Mercury HW Variable Trust, Merrill Lynch Investment Managers Funds, Inc., Merrill Lynch Retirement Series Trust, Merrill Lynch Short Term U.S. Government Fund, Inc. and Merrill Lynch U.S. Government Mortgage Fund |
Fund | Defined Term Sometimes Used in these Exhibits | Fiscal Year End | State of Organization | Meeting Time | ||||||
| The Asset Program, Inc.* | Asset Program | 1/31 | MD | |||||||
| Financial Institutions Series Trust** | Financial Institutions Trust | 5/31 | MA | |||||||
| Fund Asset Management Master Trust‡ | FAM Trust | 6/30 | DEL | |||||||
| Master Focus Twenty Trust | Focus Twenty Trust | 11/30 | DEL | |||||||
| Master Mid Cap Growth Trust | Mid Cap Trust | 8/31 | DEL | 1 | ||||||
Master Large Cap Series Trust# | Large Cap Trust | 10/31 | DEL | |||||||
| Mercury Focus Twenty Fund, Inc. | Mercury Focus Twenty | 11/30 | MD | |||||||
| Mercury Mid Cap Growth Fund, Inc. | Mercury Mid Cap | 8/31 | MD | |||||||
Mercury Large Cap Series Funds, Inc.## | Mercury Large Cap | 10/31 | MD | |||||||
| Mercury HW Funds*** | Mercury HW | 6/30 | MA | |||||||
| Mercury HW Variable Trust**** | Mercury Variable | 12/31 | MA | |||||||
| Merrill Lynch California Municipal Series Trust***** | ML California Trust | 8/31 | MA | |||||||
| Merrill Lynch Focus Twenty Fund, Inc. | ML Focus Twenty | 11/30 | MD | |||||||
| Merrill Lynch Focus Value Fund, Inc. | ML Focus Value | 7/31 | MD | |||||||
| Merrill Lynch Fundamental Growth Fund, Inc. | ML Fundamental Growth | 8/31 | MD | |||||||
| Merrill Lynch Investment Managers Funds, Inc.‡‡ | MLIM Funds | 6/30 | MD | |||||||
Merrill Lynch Large Cap Series Funds, Inc.### | ML Large Cap | 10/31 | MD | |||||||
| Merrill Lynch Multi-State Municipal Series Trust† | ML Multi-State Trust | 7/31 | †† | MA | ||||||
| Merrill Lynch Retirement Series Trust ††† | ML Retirement | 10/31 | MA | |||||||
| Merrill Lynch Short Term U.S. Government Fund, Inc. | ML Short Term | 5/31 | MD | |||||||
| Merrill Lynch Variable Series Funds, Inc.‡‡‡ | ML Variable Series | 12/31 | MD | |||||||
| Merrill Lynch U.S. Government Mortgage Fund | ML U.S. Gov’t | 5/31 | MA | |||||||
| Merrill Lynch World Income Fund, Inc. | ML World Income | 12/31 | MD | |||||||
1 | Meeting will be held on March 25, 2002. |
| * | Consists of three series: Mercury Growth Opportunity Fund (“Mercury Growth”); Mercury U.S. Government Securities Fund (“Mercury U.S. Gov’t”); Merrill Lynch Mid Cap Value Fund (“ML Mid Cap Value”). |
| ** | Consists of one series: Summit Cash Reserves Fund (“Summit Cash Fund”). |
| *** | Consists of three series: Mercury Low Duration Fund (“Mercury Low Duration”); Mercury Total Return Bond Fund (“Mercury Total Return Bond”); Mercury HW International Value Fund (“ Mercury International”). |
| **** | Consists of one series: Mercury HW International Value VIP Portfolio (“Mercury International Value”). |
| ***** | Consists of one series: Merrill Lynch California Insured Municipal Bond Fund (“CA Ins Muni Bond”). |
| ‡ | Consists of two series: Low Duration Master Portfolio (“Master Low Duration���); Total Return Bond Master Portfolio (“Master Total Return”). |
| ‡‡ | Consists of two series: Merrill Lynch Low Duration Fund (“ML Low Duration”); Merrill Lynch Total Return Bond Fund (“ML Total Return”). |
| ‡‡‡ | Consists of nineteen series: ML American Balanced Fund (“VS American Balanced”); ML Basic Value Focus Fund (“VS Basic Value”); ML Core Bond Focus Fund (“VS Core Bond”); ML Developing Capital Markets Focus Fund (“VS Developing Capital”); ML Domestic Money Market Fund (“VS Domestic Money Market”); ML Focus Twenty Select Fund (“VS Focus Twenty”); ML Fundamental Growth Focus Fund (“VS Fundamental Growth”); ML Global Allocation Focus Fund (“VS Global Strategy”); ML Global Bond Focus Fund (“VS Global Bond”); ML Global Growth Focus Fund (“VS Global Growth”); ML Government Bond Fund (“VS Government Bond”); ML High Current Income Fund (“VS High Current Income”); ML Index 500 Portfolio (“VS Index 500”); ML International Equity Focus Fund (“VS International Equity”); ML Large Cap Core Focus Fund (“VS Large Cap Core”); ML Large Cap Value Focus Fund (“VS Large Cap Value”); ML Natural Resources Focus Fund (“VS Natural Resources “); ML Reserve Assets Fund (“VS Reserve Assets”); ML Small Cap Value Focus Fund (“VS Small Cap Value “); ML Utilities and Telecommunications Focus Fund (“VS Utilities and Telecommunications”). |
| † | Consists of thirteen series, four of which are solicited by this Combined Proxy Statement: Merrill Lynch Florida Municipal Bond Fund (“FL Muni Bond”); Merrill Lynch New Jersey Municipal Bond Fund (“NJ Muni Bond”); Merrill Lynch New York Municipal Bond Fund (“NY Muni Bond”); Merrill Lynch Pennsylvania Municipal Bond Fund (“PA Muni Bond”). |
| †† | For all series of ML Multi-State Trust except NY Muni Bond, which has a fiscal year end of 9/30. |
| ††† | Consists of one series: Merrill Lynch Retirement Reserves Money Fund (“ML Retirement Reserves”). |
# | Consists of three series: Master Large Cap Series Growth Portfolio (“Large Cap Growth”); Master Large Cap Series Value Portfolio (“Large Cap Value”); Master Large Cap Series Core Portfolio (“Large Cap Core”). |
## | Consists of three series: Mercury Large Cap Series Growth Fund (“Mercury Large Cap Growth”); Mercury Large Cap Series Value Fund (“Mercury Large Cap Value”); Mercury Large Cap Series Core Fund (“Mercury Large Cap Core”). |
### | Consists of three series: Merrill Lynch Large Cap Series Growth Fund (“ML Large Cap Growth”); Merrill Lynch Large Cap Series Value Fund (“ML Large Cap Value”); Merrill Lynch Large Cap Series Core Fund (“ML Large Cap Core”). |
Fund | Shares Outstanding as of the Record Date | |
The Asset Program | ||
| Mercury Growth | ||
| Mercury U.S. Gov’t | ||
| ML Mid Cap Value | ||
Financial Institutions Trust | ||
| Summit Cash Fund | ||
FAM Trust | ||
| Master Low Duration | ||
| Master Total Return | ||
Focus Twenty Trust | ||
Mid Cap Trust | ||
Large Cap Trust | ||
| Large Cap Growth | ||
| Large Cap Value | ||
| Large Cap Core | ||
Mercury Focus Twenty | ||
Mercury Mid Cap | ||
Mercury Large Cap | ||
| Mercury Large Cap Growth | ||
| Mercury Large Cap Value | ||
| Mercury Large Cap Core | ||
Mercury HW | ||
| Mercury Low Duration | ||
| Mercury Total Return Bond | ||
| Mercury International | ||
Mercury Variable | ||
| Mercury International Value | ||
ML California Trust | ||
| CA Ins. Muni Bond | ||
ML Focus Twenty | ||
ML Focus Value | ||
ML Fundamental Growth | ||
MLIM Funds | ||
| ML Low Duration | ||
| ML Total Return | ||
ML Large Cap | ||
| ML Large Cap Growth | ||
| ML Large Cap Value | ||
| ML Large Cap Core | ||
ML Multi-State Trust | ||
| FL Muni Bond | ||
| NJ Muni Bond | ||
| NY Muni Bond | ||
| PA Muni Bond |
Fund | Shares Outstanding as of the Record Date | |
ML Retirement Trust | ||
| ML Retirement Reserves | ||
ML Short Term | ||
ML U.S. Gov’t | ||
ML Variable Series | ||
| VS American Balanced | ||
| VS Basic Value | ||
| VS Core Bond | ||
| VS Developing Capital | ||
| VS Domestic Money Market | ||
| VS Focus Twenty | ||
| VS Fundamental Growth | ||
| VS Global Allocation | ||
| VS Global Bond | ||
| VS Global Growth | ||
| VS Government Bond | ||
| VS High Current Income | ||
| VS Index 500 | ||
| VS Large Cap Core | ||
| VS Large Cap Value | ||
| VS Natural Resources | ||
| VS Reserve Assets | ||
| VS Small Cap Value | ||
| VS Utilities and Telecommunications | ||
ML World Income |
Name and Address of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned as of the Record Date | |||||
Fund/Series | Number | Percent of Total | ||||
Name, Address and Age of Board Member Nominee | Position(s) Held with each Fund | Term of Office and Length of Time Served | Principal Occupation During Past Five Years | Number of MLIM/FAM-Advised Funds Overseen | Public Directorships | |||||
Terry K. Glenn (61)*(1) P.O. Box 9011 Princeton, New Jersey 08543-9011 | Director/Trustee and President(1) | See footnote 2 | Chairman (Americas Region) since 2001, and Executive Vice President since 1983 of FAM and MLIM (the terms FAM and MLIM, as used herein, include their corporate predecessors); President of Merrill Lynch Mutual Funds since 1999; President of FAM Distributors, Inc. (“FAMD”) since 1986 and Director thereof since 1991; Executive Vice President and Director of Princeton Services, Inc. (“Princeton Services”) since 1993; President of Princeton Administrators, L.P. since 1988; Director of Financial Data Services, Inc. since 1985. | [r] registered investment companies consisting of [r] portfolios | None |
| * | Mr. Glenn is a director, trustee or member of an advisory board of certain other investment companies for which FAM or MLIM acts as investment adviser. Mr. Glenn is an “interested person,” as defined in the Investment Company Act, of each Fund based on his positions as Chairman (Americas Region) and Executive Vice President of FAM and MLIM; President of FAMD; Executive Vice President of Princeton Services; and President of Princeton Administrators, L.P. |
| (1) | Mr. Glenn was elected President of each Fund in 1999, except for Mercury HW, Mercury Variable, MLIM Funds and FAM Trust, which he was elected President in 2001. Prior to that he served as Executive Vice President of each Fund. |
| (2) | For information as to term of office and length of time served on each Board, see table immediately following this chart. |
Name, Address and Age of Board Member Nominees | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation During Past Five Years | Number of MLIM/FAM-Advised Funds Overseen | Public Directorships | |||||
James H. Bodurtha (57)* 36 Popponesset Road Cotuit, Massachusetts 02635 | Director/ Trustee | See footnote 1 | Director and Executive Vice President, The China Business Group, Inc. since 1996; Chairman and Chief Executive Officer, China Enterprise Management Corporation from 1993 to 1996; Partner, Squire, Sanders & Dempsey from 1980 to 1993. | 33 registered investment companies consisting of 37 portfolios | Chairman of Berkshire Corporation | |||||
Joe Grills (66)* P.O. Box 98 Rapidan, Virginia 22733 | Director/ Trustee | See footnote 1 | Member of the Committee of Investment of Employee Benefit Assets of the Association of Financial Professionals (“CIEBA”) since 1986; Member of CIEBA’s Executive Committee since 1988 and its Chairman from 1991 to 1992; Assistant Treasurer of International Business Machines Corporation (“IBM”) and Chief Investment Officer of IBM Retirement Funds from 1986 to 1993; Member of the Investment Advisory Committee of the State of New York Common Retirement Fund since 1989; Member of the Investment Advisory Committee of the Howard Hughes Medical Institute from 1997 to 2000; Director, Duke Management Company since 1992 and Vice Chairman thereof since 1998; Director, LaSalle Street Fund from 1995 to 2001; Director, Kimco Realty Corporation since 1997; Member of the Investment Advisory Committee of the Virginia Retirement System since 1998; Director, Montpelier Foundation since 1998 and its Vice Chairman since 2000; Member of the Investment Committee of the Woodberry Forest School since 2000; Member of the Investment Committee of the National Trust for Historic Preservation since 2000. | 20 registered investment companies consisting of 49 portfolios | Kimco Realty Corporation |
Name, Address and Age of Board Member Nominees | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation During Past Five Years | Number of MLIM/FAM-Advised Funds Overseen | Public Directorships | |||||
Herbert I. London (62)*(2) Washington Square Village New York, New York 10012 | Director/ Trustee | See footnote 1 | John M. Olin Professor of Humanities, New York University since 1993 and Professor thereof since 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 since 1996. | 33 registered investment companies consisting of 37 portfolios | None | |||||
André F. Perold (49)* Morgan Hall Soldiers Field Boston, Massachusetts 02163 | Director/ Trustee | See footnote 1 | Harvard Business School: George Gund Professor of Finance and Banking since 2000; Sylvan C. Coleman Professor of Financial Management from 1993 to 2000; Trustee, Commonfund since 1989; Director, Sanlam Limited and Sanlam Life since 2001; Director, Genbel Securities Limited and Gensec Bank since 1999; Director, Stockback.com since 2000; Director, Sanlam Investment Management from 1999 to 2001; Director, Bulldogresearch.com since 2000; Director, Quantec Limited 1991 to 1999. | 33 registered investment companies consisting of 37 portfolios | Commonfund; Stockback.com | |||||
Roberta Cooper Ramo (58)* P.O. Box 2168 500 Fourth Street, N.W. Albuquerque, New Mexico 87107 | Director/ Trustee | See footnote 1 | Shareholder, Modrall, Sperling, Roehl, Harris & Sisk, P.A. since 1993; President, American Bar Association from 1995 to 1996 and Member of the Board of Governors thereof from 1994 to 1997; Partner, Poole, Kelly & Ramo, Attorneys at Law, P.C. from 1977 to 1993; Director of ECMC Group (service provider to students, schools and lenders) since 2001; 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. | 33 registered investment companies consisting of 37 portfolios | Coopers, Inc. |
Name, Address and Age of Board Member Nominees | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation During Past Five Years | Number of MLIM/FAM-Advised Funds Overseen | Public Directorships | |||||
Robert S. Salomon, Jr. (64)* 106 Dolphin Cove Quay Stamford, Connecticut 06902 | Director/ Trustee | See footnote 1 | Principal of STI Management (investment adviser) since 1994; Chairman and CEO of Salomon Brothers Asset Management Inc. from 1992 to 1995; Chairman of Salomon Brothers Equity Mutual Funds from 1992 to 1995; regular columnist with Forbes Magazine since 1992; Director of Stock Research and U.S. Equity Strategist at Salomon Brothers Inc. from 1975 to 1991. | 16 registered investment companies consisting of 36 portfolios | Commonfund | |||||
Melvin R. Seiden (71)* 780 Third Avenue, Suite 2502, New York, New York 10017 | Director/ Trustee | See footnote 1 | Director of Silbanc Properties, Ltd. (real estate, investment and consulting) since 1987; Chairman and President of Seiden & de Cuevas, Inc. (private investment firm) from 1964 to 1987. | 16 registered investment companies consisting of 36 portfolios | None | |||||
Stephen B. Swensrud (68)* 88 Broad Street, 2nd Floor, Boston, Massachusetts 02110 | Director/ Trustee | See footnote 1 | Chairman of Fernwood Advisors (investment adviser) since 1996; Principal of Fernwood Associates (financial consultant) since 1975; Chairman of RPP Corporation (manufacturing) since 1978; Director, International Mobile Communications, Inc. (telecommunications) since 1998. | 42 registered investment companies consisting of 87 portfolios | None |
| * | Each of the Board Member nominees is a director, trustee or member of an advisory board of certain other investment companies for which FAM or MLIM acts as investment adviser and is a member of the Audit and Nominating Committee of each Fund on which he or she currently serves as a Board Member and will be a member of the Audit and Nominating Committee of each Fund to which he or she is elected a Board Member. |
| (1) | For information as to term of office and length of time served on the Board, see table immediately following this chart. |
Fund | Bodurtha | Glenn | Grills | London | Perold | Ramo | Salomon | Seiden | Swensrud | |||||||||
| Asset Program | n/a | 1999 | 1994 | n/a | n/a | n/a | 1995 | 1994 | 1994 | |||||||||
| Financial Institutions Trust | n/a | 1999 | 1994 | n/a | n/a | n/a | 1996 | 1982 | 1984 | |||||||||
| FAM Trust | n/a | n/a | 2000 | n/a | n/a | n/a | 1996 | 1982 | 1984 | |||||||||
| Focus Twenty Trust | 1999 | 1999 | n/a | 1999 | 1999 | 1999 | n/a | n/a | n/a | |||||||||
| Mid Cap Trust | 2000 | 2000 | n/a | 2000 | 2000 | 2000 | n/a | n/a | n/a | |||||||||
| Large Cap Trust | 1999 | 1999 | n/a | 1999 | 1999 | 2000 | n/a | n/a | n/a | |||||||||
| Mercury Focus Twenty | 1999 | 1999 | n/a | 1999 | 1999 | 1999 | n/a | n/a | n/a | |||||||||
| Mercury Mid Cap | 2000 | 2000 | n/a | 2000 | 2000 | 2000 | n/a | n/a | n/a | |||||||||
| Mercury Large Cap | 1999 | 1999 | n/a | 1999 | 1999 | 2000 | n/a | n/a | n/a | |||||||||
| Mercury HW | n/a | n/a | 1996 | n/a | n/a | n/a | n/a | n/a | n/a | |||||||||
| Mercury Variable | n/a | n/a | 1997 | n/a | n/a | n/a | n/a | n/a | n/a | |||||||||
| ML California Trust | 1995 | 1999 | n/a | 1987 | 1985 | 2000 | n/a | n/a | n/a | |||||||||
| ML Fundamental Growth | n/a | 1999 | 1994 | n/a | n/a | n/a | 1995 | 1992 | 1992 | |||||||||
| ML Focus Twenty | 1999 | 1999 | n/a | 1999 | 1999 | 1999 | n/a | n/a | n/a | |||||||||
| ML Focus Value | n/a | 1999 | 1993 | n/a | n/a | n/a | 1996 | 1982 | 1984 | |||||||||
| MLIM Funds | n/a | n/a | 2000 | n/a | n/a | n/a | n/a | n/a | n/a | |||||||||
| ML Large Cap | 1999 | 1999 | n/a | 1999 | 1999 | 1999 | n/a | n/a | n/a | |||||||||
| ML Multi-State Trust | 1995 | 1999 | n/a | 1987 | 1985 | 2000 | n/a | n/a | n/a | |||||||||
| ML Retirement Trust | n/a | 1999 | 1994 | n/a | n/a | n/a | 1996 | 1982 | 1984 | |||||||||
| ML Short Term | n/a | 1999 | 1994 | n/a | n/a | n/a | 1996 | 1991 | 1991 | |||||||||
| ML U.S. Gov’t | n/a | 1994 | n/a | n/a | n/a | 1996 | 1984 | 1984 | ||||||||||
| ML Variable Series | n/a | n/a | n/a | n/a | ||||||||||||||
| ML World Income | 1995 | 1999 | n/a | 1988 | 1988 | 2000 | n/a | n/a | n/a |
Nominee | Fund/Series and Class | No. of Shares Held | ||
| Terry K. Glenn | ||||
| James H. Bodurtha | ||||
| Joe Grills | ||||
| Herbert I. London | ||||
| André F. Perold | ||||
| Roberta Cooper Ramo | ||||
| Robert S. Salomon, Jr. | ||||
| Melvin R. Seiden | ||||
| Stephen B. Swensrud |
Name of Board Member Nominee | ||||||||||||||||||
Aggregate Dollar Range of Equity in each Fund | Bodurtha | Glenn | Grills | London | Perold | Ramo | Salomon | Seiden | Swensrud | |||||||||
| Asset Program | ||||||||||||||||||
| Financial Institutions Trust | ||||||||||||||||||
| FAM Trust | ||||||||||||||||||
| Focus Twenty Trust | ||||||||||||||||||
| Mid Cap Trust | ||||||||||||||||||
| Large Cap Trust | ||||||||||||||||||
| Mercury Focus Twenty | ||||||||||||||||||
| Mercury Mid Cap | ||||||||||||||||||
| Mercury Large Cap | ||||||||||||||||||
| Mercury HW | ||||||||||||||||||
| Mercury Variable | ||||||||||||||||||
| ML California Trust | ||||||||||||||||||
| ML Fundamental Growth | ||||||||||||||||||
| ML Focus Twenty | ||||||||||||||||||
| ML Focus Value | ||||||||||||||||||
| MLIM Funds | ||||||||||||||||||
| ML Large Cap | ||||||||||||||||||
| ML Multi-State Trust | ||||||||||||||||||
| ML Retirement Trust | ||||||||||||||||||
| ML Short Term | ||||||||||||||||||
| ML U.S. Gov’t | ||||||||||||||||||
| ML Variable Series | ||||||||||||||||||
| ML World Income | ||||||||||||||||||
Aggregate Dollar Range of Securities in All Registered Funds Overseen by Nominee in Merrill Lynch Family of Funds | ||||||||||||||||||
Name | Name of Owner and Relationship to Nominee | Title of Class | Value of Securities | Percent of Class | ||||
| Terry K. Glenn | N/A | |||||||
| James H. Bodurtha | N/A | |||||||
| Joe Grills | N/A | |||||||
| Herbert I. London | N/A | |||||||
| André F. Perold | N/A | |||||||
| Roberta Cooper Ramo | N/A | |||||||
| Robert S. Salomon, Jr. | N/A | |||||||
| Melvin R. Seiden | N/A | |||||||
| Stephen B. Swensrud | N/A |
Board | Audit | ||||||||||||||||||
Fund | Number of Meetings Held* | Annual Fee | Per Meeting Fee†† | Number of Meetings Held* | Annual Fee | Per Meeting Fee†† | Aggregate Fees and Expenses | ||||||||||||
| Asset Program*** | 4 | $ | 2,200 | $ | 450 | 4 | $ | 2,200 | $ | 450 | $ | 20,935 | |||||||
| Financial Institutions Trust*** | $ | 29,506 | |||||||||||||||||
| FAM Trust† | $ | 24,795 | |||||||||||||||||
| Focus Twenty Trust** | 4 | $ | 6,322 | $ | 270 | 4 | N/A | $ | 135 | $ | 38,219 | ||||||||
| Mid Cap Trust** | 4 | $ | 116 | $ | 238 | 4 | N/A | $ | 119 | ||||||||||
| Large Cap Trust** | 4 | $ | 4,714 | $ | 819 | 4 | N/A | $ | 405 | $ | 57,174 | ||||||||
| Mercury Focus Twenty** | |||||||||||||||||||
| Mercury Mid Cap** | |||||||||||||||||||
| Mercury Large Cap** | |||||||||||||||||||
| Mercury HW**** | |||||||||||||||||||
| Mercury Variable**** | |||||||||||||||||||
| ML California Trust** | 4 | $ | 4,074 | $ | 476 | 4 | N/A | $ | 238 | $ | 23,975 | ||||||||
| ML Fundamental Growth*** | $ | 100,340 | |||||||||||||||||
| ML Focus Twenty** | |||||||||||||||||||
| ML Focus Value*** | 4 | $ | 2,000 | $ | 500 | 4 | $ | 2,000 | $ | 500 | $ | 40,554 | |||||||
| MLIM Funds† | |||||||||||||||||||
| ML Large Cap** | |||||||||||||||||||
| ML Multi-State Trust** | 4 | $ | 5,620 | $ | 952 | 4 | N/A | $ | 476 | $ | 53,482 | ||||||||
| ML Retirement Trust*** | 4 | $ | 6,000 | $ | 1,000 | 4 | $ | 6,000 | $ | 1,000 | $ | 100,401 | |||||||
| ML Short Term*** | 4 | $ | 1,500 | $ | 250 | 4 | $ | 1,500 | $ | 250 | $ | 25,406 | |||||||
| ML U.S. Gov’t*** | 4 | $ | 4,000 | $ | 1,000 | 4 | $ | 4,000 | $ | 250 | $ | 79,240 | |||||||
| ML Variable Series*** | 4 | $ | 13,800 | $ | 2,800 | 4 | $ | 13,800 | $ | 2,800 | |||||||||
| ML World Income** | 4 | $ | 1,414 | $ | 278 | 4 | N/A | $ | 139 | $ | 13,580 | ||||||||
| * | Includes meetings held via teleconferencing equipment. |
| ** | Each non-affiliated Board Member of this Fund receives (a) an aggregate annual retainer of $100,000 for his or her service to certain investment companies advised by the Investment Adviser of the Fund or its affiliate (“MLIM/FAM-advised funds”) and (b) annual per meeting fees aggregating $60,000 for all MLIM/FAM-advised funds for which that Board Member serves. 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 per meeting fees are allocated equally among those funds for which the non-affiliated Board Member serves as a Board Member. |
| *** | Each non-affiliated Board Member of this Fund receives (a) an annual fee for serving as a Board Member plus a fee for each Board meeting attended in person and (b) an annual fee for serving as a member of the Committee plus a fee for each Committee meeting attended in person. |
| **** | Each non-affiliated Board Member receives (a) an aggregate annual retainer of $18,000 and (b) an aggregate annual meeting fee of $18,000. |
| † | Each non-affiliated Board Member receives[TO COME]. |
| †† | The fee is payable for each meeting attended in person. No fee is paid for telephonic meetings. |
Compensation Paid by Each Fund* | ||||||||||||||||||||||||
Fund | Bodurtha | Grills | London | Perold | Ramo | Salomon | Seiden | Swensrud | ||||||||||||||||
| Asset Program | $ | 5,400 | $ | 5,400 | $ | 5,400 | $ | 5,400 | ||||||||||||||||
| Financial Institutions Trust | ||||||||||||||||||||||||
| FAM Trust | ||||||||||||||||||||||||
| Focus Twenty Trust | $ | 7,783 | $ | 7,784 | $ | 7,784 | $ | 8,193 | ||||||||||||||||
| Mid Cap Trust | $ | 1,512 | $ | 1,512 | $ | 1,512 | $ | 2,336 | ||||||||||||||||
| Large Cap Trust | $ | 11,032 | $ | 11,032 | $ | 11,032 | $ | 12,259 | ||||||||||||||||
| Mercury Focus Twenty | ||||||||||||||||||||||||
| Mercury Mid Cap | ||||||||||||||||||||||||
| Mercury Large Cap | ||||||||||||||||||||||||
| Mercury HW | ||||||||||||||||||||||||
| Mercury Variable | ||||||||||||||||||||||||
| ML California Trust | $ | 6,996 | $ | 6,996 | $ | 6,996 | $ | 4,657 | ||||||||||||||||
| ML Fundamental Growth | $ | 20,000 | $ | 20,000 | $ | 20,000 | $ | 20,000 | ||||||||||||||||
| ML Focus Twenty | ||||||||||||||||||||||||
| ML Focus Value | $ | 8,000 | $ | 8,000 | $ | 8,000 | $ | 8,000 | ||||||||||||||||
| ML Large Cap | ||||||||||||||||||||||||
| MLIM Funds | ||||||||||||||||||||||||
| ML Multi-State Trust** | $ | 11,269 | $ | 11,269 | $ | 11,269 | $ | 7,593 | ||||||||||||||||
| ML Retirement Trust | $ | 20,000 | $ | 20,000 | $ | 20,000 | $ | 20,000 | ||||||||||||||||
| ML Short Term | $ | 5,000 | $ | 5,000 | $ | 5,000 | $ | 5,000 | ||||||||||||||||
| ML Variable Series | $ | 50,000 | $ | 50,000 | $ | 50,000 | $ | 50,000 | ||||||||||||||||
| ML U.S. Gov’t | $ | 15,750 | $ | 15,750 | $ | 15,750 | $ | 15,750 | ||||||||||||||||
| ML World Income | $ | 2,996 | $ | 2,996 | $ | 2,996 | $ | 2,995 | ||||||||||||||||
| * | No pension or retirement benefits are accrued as part of Fund expenses. |
| ** | This amount is the total amount paid by FL Muni Bond, NJ Muni Bond, NY Muni Bond and PA Muni Bond. |
Name | Aggregate Compensation Paid to Board Members by MLIM/FAM Advised Funds | |||
| James H. Bodurtha | $ | 160,000 | ||
| Joe Grills | $ | 259,500 | ||
| Herbert I. London | $ | 160,000 | ||
| André F. Perold | $ | 160,000 | ||
| Roberta Cooper Ramo | $ | 160,000 | ||
| Robert S. Salomon | $ | 222,000 | ||
| Melvin R. Seiden | $ | 222,000 | ||
| Stephen B. Swensrud | $ | 406,083 | .34 | |
Fund | Aggregate Estimated Annual Fees and Expenses | |||
| Asset Program | $ | 40,000 | ||
| Financial Institutions Trust | $ | 40,000 | ||
| FAM Trust | ||||
| Focus Twenty Trust | $ | 43,000 | (1) | |
| Mid Cap Trust | $ | 9,000 | ||
| Large Cap Trust | $ | 18,000 | (1) | |
| Mercury Focus Twenty | See footnote 1 | |||
| Mercury Mid Cap | See footnote 1 | |||
| Mercury Large Cap | See footnote 1 | |||
| Mercury HW | $ | 151,000 | ||
| Mercury Variable | ||||
| ML California Trust | $ | 27,000 | ||
| ML Fundamental Growth | $ | 125,000 | ||
| ML Focus Twenty | See footnote 1 | |||
| ML Focus Value | $ | 40,000 | ||
| MLIM Funds | ||||
| ML Large Cap | See footnote 1 | |||
| ML Multi-State Trust | $ | 45,000 | ||
| ML Retirement Trust | $ | 100,000 | ||
| ML Short Term | $ | 25,000 | ||
| ML Variable Series | $ | 250,000 | ||
| ML U.S. Gov’t | $ | 80,000 | ||
| ML World Income | $ | 15,000 | ||
| (1) | The Trust pays the compensation owed to the non-affiliated Board Members and allocates these fees to the feeder funds based on the net assets of the funds. |
Name, Address* and Age of Officers | Position(s) Held with the Funds | Term of Office** and Length of Time Served | Principal Occupation During Past Five Years | Number of MLIM/FAM-Advised Funds Overseen | Public Directorships | |||||
| Christopher G. Ayoub (45) | Senior Vice President of ML Variable Series | Senior Vice President since | Senior Vice President First Vice President of MLIM since 1997; Vice President of MLIM from 1985 to 1997. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Susan B. Baker (43) | Secretary of Master Focus Twenty Master Mid Cap Mercury Focus Twenty Mercury Mid Cap ML Focus Twenty | Secretary since 1999 2000 1999 2000 1999 | Director (Legal Advisory) of MLIM since 1999; Vice President of MLIM from 1993 to 1999; Attorney associated with MLIM since 1987. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| R. Elise Baum (41) | Senior Vice President Asset Program ML Variable Series | Senior Vice President since 2000 | First Vice President of MLIM since 1999; Director of MLIM from 1997 to 1999; Vice President of MLIM from 1995 to 1997. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Jeremy Beckwith (39) | Senior Vice President ML Variable Series | Senior Vice President since 2001 | Director, Global Equities of Merrill Lynch Asset Management U.K. Limited since 1998; Managing Director of the Portfolio Management Group of Merrill Lynch Global Asset Management Ltd. from 1990 to 1998. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Donald C. Burke (41) | Vice President/ Treasurer Asset Program Financial Institutions Trust FAM Trust Focus Twenty Trust Mercury Focus Twenty ML Focus Twenty ML Variable Series Large Cap Trust Mercury Large Cap ML Large Cap Mercury HW Mercury Variable ML California Trust ML Fundamental Growth ML Focus Value MLIM Funds ML Multi-State Trust ML Retirement Trust ML Short Term ML U.S. Gov’t ML World Income | Vice President/ Treasurer since 1994/1999 1996/1999 2000/2000 1999/1999 1999/1999 1999/1999 1999/1999 1999/1999 1999/1999 2000/2000 2000/2000 1993/1999 1993/1999 1993/1999 2000/2000 1993/1999 1994/1999 1994/1999 1993/1999 1993/1999 | First Vice President of FAM and MLIM since 1997 and Treasurer thereof since 1999; Senior Vice President and Treasurer of Princeton Services since 1999; Vice President of FAMD since 1999; Vice President of FAM and MLIM from 1990 to 1997; Director of Taxation of MLIM since 1990. | [r] registered investment companies consisting of [r] portfolios | None |
Name, Address* and Age of Officers | Position(s) Held with the Funds | Term of Office** and Length of Time Served | Principal Occupation During Past Five Years | Number of MLIM/FAM-Advised Funds Overseen | Public Directorships | |||||
| Walter Cuje (42) | Senior Vice President ML Variable Series | Senior Vice President since | First Vice President of MLIM since 1997; Associate Portfolio Manager of MLIM since 1993; Vice President of MLIM from 1991 to 1997. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Robert C. Doll (47) | Senior Vice President Asset Program Focus Twenty Trust Mercury Focus Twenty ML Focus Twenty Large Cap Trust Mercury Large Cap ML Large Cap ML Fundamental Growth ML Focus Value ML Variable Series | Senior Vice President since 1999 1999 1999 1999 1999 1999 1999 1999 1999 | President of FAM and MLIM since 2001; Co-head (Americas Region) of FAM and MLIM from 2000 to 2002 ; Director of Princeton Services since 1999; Chief Investment Officer of OppenheimerFunds, Inc. in 1999 and Executive Vice President thereof from 1991 to 1999. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Gareth Fielding (38) | Senior Vice President ML Variable Series | Senior Vice President since | Director (Global Fixed Income) of MLIM since 1998; Senior Portfolio Manager, J.P. Morgan from 1991 to 1998. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Lawrence R. Fuller (60) | Senior Vice President Asset Program ML Fundamental Growth ML Variable Series | Senior Vice President since 1998 1992 | First Vice President of MLIM since 1997; Vice President of MLIM from 1992 to 1997. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Linda J. Gardner (38) | Vice President Large Cap Trust Mercury Large Cap ML Large Cap | Vice President since 1999 1999 1999 | Vice President and Chief Administrative Officer, Equities, of FAM since 1999; Manager of Equity Administration of OppenheimerFunds from 1991 to 1999. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Teresa Giacino (38) | Vice President Asset Program | Vice President since 2001 | Vice President of MLIM since 1992. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Phillip S. Gillespie (37) | Secretary FAM Trust Mercury HW Mercury Variable Trust MLIM Funds ML Retirement Trust ML Short Term ML U.S. Gov’t | Secretary since 2001 2001 2001 2001 2000 2000 2000 | Director of MLIM since 2000; Vice President of MLIM from 1999 to 2000; Attorney associated with MLIM since 1998; Assistant General Counsel of Chancellor LGT Asset Management Inc. from 1997 to 1998; Senior Counsel and Attorney in the Division of Investment Management and the Office of General Counsel at the U.S. Securities and Exchange Commission from 1993 to 1997. | [r] registered investment companies consisting of [r] portfolios | None |
Name, Address* and Age of Officers | Position(s) Held with the Funds | Term of Office** and Length of Time Served | Principal Occupation During Past Five Years | Number of MLIM/FAM-Advised Funds Overseen | Public Directorships | |||||
| Robert Harris (49) | Secretary Financial Institutions Trust ML World Income | Secretary since 1984 1999 | First Vice President of MLIM since 1997; Vice President of MLIM from 1984 to 1997; Secretary of FAMD since 1982. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Michael S. Hahn (34) | Vice President Master Mid Cap Mercury Mid Cap | Vice President since 2000 2000 | Associate Portfolio Manager of Master Mid Cap and MLIM since 1999; portfolio manager and analyst for the PBHG family of mutual funds from 1996 to 1999; assistant portfolio manager for First Maryland Bancorp from 1994 to 1996. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Jeffrey B. Hewson (50) | Vice President ML Short Term Senior Vice President ML U.S. Gov’t | Vice President since 1991 Senior Vice President Since 2000 | Director (Global Fixed Income) of MLIM since 1998; Vice President of MLIM from 1989 to 1998; Portfolio Manager of MLIM since 1985. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Bryan N. Ison (45) | Senior Vice President ML Variable Series | Senior Vice President since | First Vice President of MLIM since 1997; Vice President of MLIM from 1985 to 1997. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Kenneth A. Jacob (50) | Senior Vice President ML California Trust ML Multi-State Trust | Senior Vice President since 2001 2001 | First Vice President of MLIM since 1997; Vice President of MLIM from 1984 to 1997; Vice President of FAM since 1984. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Philip E. Laverson (32) | Vice President Large Cap Trust Mercury Large Cap ML Large Cap | Vice President since 2000 2000 2000 | Vice President of FAM and MLIM since 2000; Vice President of Investment Strategy and Economics at Prudential Securities from 1995 to 2000. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| John Loffredo (38) | Senior Vice President ML California Trust ML Multi-State Trust | Senior Vice President since 2001 2001 | First Vice President of MLIM since 1997; Vice President of MLIM from 1991 to 1997. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Theodore J. Magnani (39) | Vice President ML Short Term | Vice President since 1992 | Vice President of MLIM since 1992; Portfolio Manager of MLIM since 1990. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Robert J. Martorelli (44) | Senior Vice President ML Focus Value ML Variable Series | Senior Vice President since 1998 | First Vice President of FAM and MLIM since 1997; Portfolio Manager of MLIM since 1987. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Kevin J. McKenna (44) | Senior Vice President Financial Institutions Trust ML Retirement Trust ML Variable Series | Senior Vice President since 1996 1997 | First Vice President of MLIM since 1997; Vice President of MLIM from 1985 to 1997. | [r] registered investment companies consisting of [r] Portfolios | None | |||||
| Richard Mejzak (33) | Vice President Financial Institutions Trust | Vice President since 2001 | Vice President of MLIM since 1995; employed by MLIM since 1990. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Robert F. Murray (43) | Senior Vice President ML Variable Series | Senior Vice President since | Vice President of MLIM since 1993. Employed by MLIM since 1989. | [r] registered investment companies consisting of [r] portfolios | None |
Name, Address* and Age of Officers | Position(s) Held with the Funds | Term of Office** and Length of Time Served | Principal Occupation During Past Five Years | Number of MLIM/FAM-Advised Funds Overseen | Public Directorships | |||||
| John Ng (48) | Vice President ML Retirement Trust | Vice President since 1998 | Director of MLIM since 1997; Vice President of MLIM from 1984 to 1997. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Walter O’Connor (40) | Vice President ML California Trust | Vice President since | Director (Municipal Tax-Exempt) of MLIM since 1997; Vice President of MLIM from 1993 to 1997. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Allan J. Oster (38) | Secretary Asset Program ML Focus Value ML Fundamental Growth ML Variable Series | Secretary since 2000 2000 2000 1999 | Vice President (Legal Advisory) of MLIM since 2000; Attorney with FAM and MLIM from 1999 to 2000; Associate with Drinker, Biddle & Reath LLP from 1996 to 1999; Senior Counsel with the U.S. Securities and Exchange Commission from 1991 to 1996. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Alice A. Pellegrino (41) | Secretary Large Cap Trust Mercury Large Cap ML Large Cap ML California Trust ML Multi-State Trust | Secretary since 1999 1999 1999 1999 1999 | Vice President of MLIM since 1999; Attorney associated with MLIM since 1997; Associate with Kirkpatrick & Lockhart LLP from 1992 to 1997. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Kevin M. Rendino (35) | Senior Vice President ML Variable Series | Senior Vice President since | First Vice President of FAM and MLIM since 1997; Vice President of MLIM from 1993 to 1997. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Jacqueline Rogers (43) | Vice President | Vice President since | Vice President of MLIM since 1986. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Romualdo Roldan (53) | Vice President ML World Income | Vice President since | Vice President of MLIM since 1998; Portfolio Manager of MLIM since 1999; Senior Vice President of Santander Investments from 1995 to 1998. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Kurt Schansinger (40) | Senior Vice President | Senior Vice President since | First Vice President of MLIM since 1997; Vice President of MLIM from January 1996 to 1997. Prior to joining MLIM, Mr. Schansinger spent 12 years with Oppenheimer Capital, where he rose to Senior Vice President. | [r] registered investment companies consisting of [r] portfolios | None |
Name, Address* and Age of Officers | Position(s) Held with the Funds | Term of Office** and Length of Time Served | Principal Occupation During Past Five Years | Number of MLIM/FAM-Advised Funds Overseen | Public Directorships | |||||
| Robert M. Shearer (45) | Senior Vice President | Senior Vice President since | First Vice President of MLIM since January 1998; Vice President from 1997 to 1998; Vice President and Assistant Portfolio Manager at David L. Babson and Company, Incorporated from 1996 to 1997; Vice President/Section Manager at Concert Capital Management from 1993 to 1996. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Dennis W. Stattman (49) | Senior Voice President | Senior Vice President since | First Vice President of MLIM since 1997; Vice President of MLIM from 1989 to 1997. | [r] registered investment companies consisting of [r] portfolios | None | |||||
| Daniel V. Szemis (41) | Senior Vice President | Senior Vice President since | First Vice President of MLIM since 1997; Portfolio Manager with Prudential Mutual Fund Investment Management Advisors from 1990 to 1996. | [r] registered investment companies consisting of [r] portfolios | None |
| * | The address of each officer listed above is P.O. Box 9011, Princeton, New Jersey 08543-9011. |
| ** | Elected by and serves at the pleasure of the Board. |
| * | If approved, this form of articles of amendment will be adopted by: Asset Program and ML Fundamental Growth. |
| [NAME OF FUND] | ||
| By: | ||
THE UNDERSIGNED, Vice President of [NAME OF FUND] 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 | ||
| * | If approved, this form of certification of amendment will be adopted by: Financial Institutions Trust, ML Retirement and ML U.S. Gov’t. |
[Name] | [Name] | |
[Name] | [Name] | |
[Name] | [Name] | |
[Name] | [Name] |
| 1) | Read the Proxy Statement and have the proxy card below at hand. |
| 2) | Call. |
| 3) | Enter the 12-digit control number set forth on the proxy card and follow the simple instructions. |
| 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
This proxy is solicited on behalf of the Board of
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 their substitute, and hereby authorizes them to represent and to vote, as designated below, all of the shares of common stock or shares of beneficial interest, held of record by the undersigned on January 22, 2002 at the Meeting of Shareholders to be held on March 15, 2002 (or March 25, 2002 in the case of Master Mid Cap Growth Trust and Mercury Mid Cap Growth Fund, Inc.) or any adjournment thereof.
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 3 as applicable.
By signing and dating 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 this card at once in the enclosed envelope.
Please sign exactly as name appears 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 persons.
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
| TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS: | |||||||||||
[MLIM] KEEP THIS PORTION FOR YOUR RECORDS | |||||||||||
| DETACH AND RETURN THIS PORTION ONLY | |||||||||||
| Vote On Directors/Trustees of each Fund | |||||||||||
All | All | Except | To withhold authority to vote for certain nominees only, mark “For All Except” and write the nominee’s number on the line below. | ||||||||
| 1. | 01) | James H. Bodurtha | |||||||||
| 02) | Terry K. Glenn | ||||||||||
| 03) | Joe Grills | ||||||||||
| 04) | Herbert I. London | ||||||||||
| 05) | Andr�� F. Perold | ||||||||||
| 06) | Roberta Cooper Ramo | ||||||||||
| 07) | Robert S. Salomon Jr. | ||||||||||
| 08) | Melvin R. Seiden | ||||||||||
| 09) | Stephen B. Swensrud | ||||||||||
| Vote On Proposals | ||||
| 2. | For Mercury Growth Opportunity Fund, Mercury U.S. Government Securities Fund and Merrill Lynch Mid Cap Value Fund, Merrill Lynch U.S. Government Mortgage Fund, Merrill Lynch Fundamental Growth Fund, Inc., Summit Cash Reserves Fund of Financial Institutions Series Trust, Merrill Lynch Retirement Reserves Money Fund of Merrill Lynch Retirement Series Trust: 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. | [_] | ||
| 3. | For Merrill Lynch California Insured Municipal Bond Fund of Merrill Lynch California Municipal Series Trust and Merrill Lynch New York Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust: To consider and act upon a proposal to approve a fundamental policy classifying the Fund as non-diversified under the Investment Company Act of 1940, as amended. | [_] | [_] | |
| 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 |
