Filed by the Registrants x | ||
| Check the appropriate box: | ||
Filed by a Party other than the Registrant ¨ | ||
¨ Preliminary Proxy Statement | ||
x Definitive Proxy Statement | ||
¨ Definitive Additional Materials | ||
¨ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
THE ASSET PROGRAM, INC. (1 Series) 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 LARGE CAP SERIES TRUST (3 Series) Master Large Cap Growth Portfolio Master Large Cap Value Portfolio Master Large Cap Core Portfolio 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 U.S. GOVERNMENT MORTGAGE FUND 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 Fund 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 MERRILL LYNCH WORLD INCOME FUND, INC. |
| 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) | For all Funds: 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 Summit Cash Reserves Fund of Financial Institutions Series Trust, Merrill Lynch Fundamental Growth Fund, Inc., Merrill Lynch Retirement Reserves Money Fund of Merrill Lynch Retirement Series Trust and Merrill Lynch U.S. Government Mortgage Fund: 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 all Funds: To transact such other business as may properly come before the Meeting or any adjournment thereof. |
| By | Order of the Boards of Directors/Trustees |
AL | ICE A. PELLEGRINO |
Secretary of Master Large Cap Series Trust, 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 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 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 |
Page | ||
| 2 | ||
| 5 | ||
| 7 | ||
| 9 | ||
| A-1 | ||
| B-1 | ||
| C-1 | ||
| D-1 |
Fund | Term Used in this Combined Proxy Statement | |
| The Asset Program, Inc. | Asset Program | |
| 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 Bond Master Portfolio | Master Total Return Bond | |
| Master Focus Twenty Trust | Focus Twenty 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 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 | |
| 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 Bond | |
| 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 |
Fund | Term Used in this Combined Proxy Statement | |
| 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 Fund | VS Index 500 | |
| Merrill Lynch Large Cap Core Focus Fund | 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) | With respect to proxies submitted by shareholders of all Funds, proxies will be voted “FOR” the election of the Board Member nominees of each Fund. |
| 2) | With respect to proxies submitted by the shareholders of Summit Cash Fund, ML Fundamental Growth, ML Retirement Reserves and ML U.S. Gov’t, proxies will be voted: |
Fund | 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 | ||
Asset Program(1) | YES | NO | ||
| ML Mid Cap Value | YES | NO | ||
| Financial Institutions Trust | YES | YES | ||
| Summit Cash Fund | YES | YES |
Fund | 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 | ||
| FAM Trust | YES | NO | ||
| Master Low Duration | YES | NO | ||
| Master Total Return Bond | YES | NO | ||
| Focus Twenty Trust | YES | NO | ||
| Large Cap Trust | YES | NO | ||
| Large Cap Growth | YES | NO | ||
| Large Cap Value | YES | NO | ||
| Large Cap Core | YES | NO | ||
| Mercury Variable | YES | NO | ||
| Mercury International Value | YES | NO | ||
| ML California Trust | YES | NO | ||
| CA Ins. Muni Bond | YES | NO | ||
ML Focus Twenty(2) | YES | NO | ||
| ML Focus Value | YES | NO | ||
| ML Fundamental Growth | YES | YES | ||
MLIM Funds(3) | YES | NO | ||
| ML Low Duration | YES | NO | ||
| ML Total Return Bond | YES | NO | ||
ML Large Cap(4) | YES | NO | ||
| ML Large Cap Growth | YES | NO | ||
| ML Large Cap Value | YES | NO | ||
| ML Large Cap Core | YES | NO | ||
ML Multi-State Trust(5) | YES | NO | ||
| FL Muni Bond | YES | NO | ||
| NJ Muni Bond | YES | NO | ||
| NY Muni Bond | YES | NO | ||
| PA Muni Bond | YES | NO | ||
| ML Retirement Trust | YES | YES | ||
| ML Retirement Reserves | YES | YES | ||
| ML Short Term | YES | NO | ||
| ML U.S. Gov’t | YES | YES | ||
| ML Variable Series | YES | NO | ||
| VS American Balanced | YES | NO | ||
| VS Basic Value | YES | NO | ||
| VS Core Bond | YES | NO | ||
| VS Developing Capital | YES | NO | ||
| VS Domestic Money Market | YES | NO | ||
| VS Focus Twenty | YES | NO | ||
| VS Fundamental Growth | YES | NO | ||
| VS Global Allocation | YES | NO | ||
| VS Global Bond | YES | NO | ||
| VS Global Growth | YES | NO | ||
| VS Government Bond | YES | NO | ||
| VS High Current Income | YES | NO | ||
| VS Index 500 | YES | NO | ||
| VS Large Cap Core | YES | NO | ||
| VS Large Cap Value | YES | NO | ||
| VS Natural Resources | YES | NO | ||
| VS Reserve Assets | YES | NO | ||
| VS Small Cap Value | YES | NO | ||
| VS Utilities and Telecommunications | YES | NO | ||
| ML World Income | YES | NO |
| (1) | Consists of three series, one of which is solicited by this Combined Proxy Statement. The other two series will receive a separate notice and proxy statement with respect to Item 1. |
| (2) | The shareholders of ML Focus Twenty and the other feeder funds of Focus Twenty Trust will also vote in connection with the election of the Board Members of Focus Twenty Trust. The shareholders of the other feeder funds will receive a separate notice and proxy statement. |
| (3) | The shareholders of each series of MLIM Funds and the other feeder funds of FAM Trust will also vote in connection with the election of the Board Members of FAM Trust. The shareholders of the other feeder funds will receive a separate notice and proxy statement. |
| (4) | The shareholders of each series of ML Large Cap and the other feeder funds of Large Cap Trust will also vote in connection with the election of the Board Members of Large Cap Trust. The shareholders of the other feeder funds will receive a separate notice and proxy statement. |
| (5) | Consists of thirteen series, four of which are solicited by this Combined Proxy Statement. The other nine series will receive a separate notice and proxy statement. |
| (1) | Focus Twenty Trust, Large Cap Trust, ML California Trust, ML Focus Twenty, ML Large Cap, ML Multi-State Trust and ML World Income. The aggregate annual retainer is $100,000 and the aggregate annual meeting fee is $60,000. |
| (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. See Exhibit B—“Board and Committee Meetings” for information about the annual and per meeting fees for these Funds. |
| r | ML Focus Value |
| r | ML Retirement Reserves |
| r | ML Short Term |
| r | ML Variable Series |
| r | ML World Income |
Fund | 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 | ||
| Asset Program ML Mid Cap Value | Affirmative vote of a plurality of the votes cast by all series voting together | Not Voting | ||
| Financial Institutions Trust Summit Cash Fund | Affirmative vote of a majority of the shares represented at the Meeting | Affirmative vote of two-thirds of outstanding shares | ||
| FAM Trust Master Low Duration Master Total Return Bond | Affirmative vote by more than 50% of the total interests of the holders present of all series voting together | Not Voting | ||
| Focus Twenty Trust | Affirmative vote by more than 50% of the total interests of the holders present | Not Voting | ||
| Large Cap Trust Large Cap Growth Large Cap Value Large Cap Core | Affirmative vote by more than 50% of the total interests of the holders present of all series voting together | Not Voting | ||
| Mercury Variable Mercury International Value | Affirmative vote of a plurality of the votes cast | Not Voting | ||
| ML California Trust CA Ins. Muni Bond | Affirmative vote of a majority of the shares represented at the Meeting | Not Voting | ||
| ML Focus Twenty | Affirmative vote of a plurality of the votes cast | Not Voting | ||
| ML Focus Value | Affirmative vote of a majority of the votes cast | Not Voting | ||
| ML Fundamental Growth | Affirmative vote of a plurality of the votes cast | Affirmative vote of a majority of outstanding shares | ||
| MLIM Funds ML Low Duration ML Total Return Bond | Affirmative vote of a plurality of the votes cast of all series voting together | Not Voting |
Fund | 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 | ||
| ML Large Cap ML Large Cap Growth ML Large Cap Value ML Large Cap Core | Affirmative vote of a plurality of the votes cast of all series voting together | Not Voting | ||
| ML Multi State Trust FL Muni Bond; NJ Muni Bond; NY Muni Bond; and PA Muni Bond | Affirmative vote of a majority of the shares of each series represented at the Meeting | Not Voting | ||
| ML Retirement Trust ML Retirement Reserves | Affirmative vote of a majority of the shares represented at the Meeting | Affirmative vote of two-thirds of the outstanding shares | ||
| ML Short Term | Affirmative vote of a majority of the shares entitled to vote | 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 | ||
| ML Variable Series | Affirmative vote of a | Not Voting | ||
| VS American Balanced | majority of the votes cast | |||
| VS Basic Value | by all series voting | |||
| VS Core Bond | together | |||
| VS Developing Capital | ||||
| VS Domestic Money Market | ||||
| VS Focus Twenty | ||||
| VS Fundamental Growth | ||||
| VS Global Allocation | ||||
| VS Global Bond | ||||
| ML Variable Series (Cont.) | Affirmative vote of a majority of the votes cast by all Series voting together | Not Voting | ||
| 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 | Affirmative vote of a majority of the votes cast | Not Voting |
| (1) | Asset Program, ML Focus Twenty, ML Focus Value, ML Fundamental Growth, MLIM Funds, ML Large Cap, ML Short Term, ML Variable Series and ML World Income. |
| (2) | FAM Trust, Focus Twenty Trust and Large Cap Trust. |
| (3) | Financial Institutions Trust, ML California Trust, ML Multi-State Trust, ML Retirement Trust and ML U.S. Gov’t. |
Fund | Independent Auditors | Audit Fees Charged to the Fund | Other Audit Related Fees Charged to the Fund | Other Fees | Fiscal Year End | ||||||||
Asset Program1 | D&T | $ | 29,000 | $ | 21,600 | $ | 5,370,200 | 1/31/01 | |||||
| Financial Institutions Trust | D&T | None | None | None | 5/31/01 | ||||||||
| Summit Cash Fund | D&T | $ | 24,500 | $ | 9,200 | $ | 5,370,200 | 5/31/01 | |||||
| FAM Trust | E&Y | None | None | None | 6/30/01 | ||||||||
| Master Low Duration | E&Y | $ | 20,000 | $ | 5,000 | None | 6/30/01 | ||||||
| Master Total Return Bond | E&Y | $ | 17,000 | $ | 5,000 | None | 6/30/01 | ||||||
| Focus Twenty Trust | D&T | $ | 33,200 | $ | 7,000 | $ | 5,370,200 | 11/30/01 | |||||
Large Cap Trust1 | D&T | $ | 87,600 | $ | 21,000 | $ | 5,370,200 | 10/31/01 | |||||
| Mercury Variable | E&Y | $ | 22,000 | $ | 4,000 | None | 12/31/01 | ||||||
| ML California Trust | D&T | None | None | None | 8/31/01 | ||||||||
| CA Ins. Muni Bond | D&T | $ | 29,700 | $ | 31,350 | $ | 5,370,200 | 8/31/01 | |||||
| ML Focus Twenty | D&T | $ | 7,200 | $ | 7,200 | $ | 5,370,200 | 11/30/01 | |||||
| ML Focus Value | D&T | $ | 37,100 | $ | 7,200 | $ | 5,370,200 | 7/31/01 | |||||
| ML Fundamental Growth | E&Y | $ | 52,500 | $ | 4,620 | None | 8/31/01 | ||||||
| MLIM Funds | E&Y | None | None | None | 6/30/01 | ||||||||
| ML Low Duration | E&Y | $ | 6,500 | $ | 4,000 | None | 6/30/01 | ||||||
| ML Total Return Bond | E&Y | $ | 6,500 | $ | 4,000 | None | 6/30/01 | ||||||
ML Large Cap1 | D&T | $ | 21,600 | $ | 21,600 | $ | 5,370,200 | 10/31/01 | |||||
| ML Multi-State Trust | D&T | None | None | None | 7/31/01 | ||||||||
| FL Muni Bond | D&T | $ | 30,950 | $ | 6,600 | $ | 5,370,200 | 7/31/01 | |||||
| NJ Muni Bond | D&T | $ | 29,950 | $ | 6,600 | $ | 5,370,200 | 7/31/01 | |||||
| NY Muni Bond | D&T | $ | 29,700 | $ | 6,600 | $ | 5,370,200 | 9/30/01 | |||||
| PA Muni Bond | D&T | $ | 29,250 | $ | 6,600 | $ | 5,370,200 | 7/31/01 | |||||
| ML Retirement Trust | D&T | None | None | None | 10/31/01 | ||||||||
| ML Retirement Reserves | D&T | $ | 30,600 | $ | 6,600 | $ | 5,370,200 | 10/31/01 | |||||
| ML Short Term | D&T | $ | 28,900 | $ | 25,050 | $ | 5,370,200 | 5/31/01 | |||||
| ML U.S. Gov’t | D&T | $ | 60,800 | $ | 7,200 | $ | 5,370,200 | 8/31/01 | |||||
| ML Variable Series | D&T | None | None | None | 12/31/01 | ||||||||
| VS American Balanced | D&T | $ | 16,600 | $ | 24,450 | $ | 5,370,200 | 12/31/01 | |||||
| VS Basic Value | D&T | $ | 46,600 | $ | 6,600 | $ | 5,370,200 | 12/31/01 | |||||
| VS Core Bond | D&T | $ | 16,600 | $ | 6,600 | $ | 5,370,200 | 12/31/01 | |||||
| VS Developing Capital | D&T | $ | 16,100 | $ | 6,600 | $ | 5,370,200 | 12/31/01 | |||||
| VS Domestic Money Market | D&T | $ | 22,100 | $ | 6,600 | $ | 5,370,200 | 12/31/01 | |||||
| VS Focus Twenty | D&T | $ | 14,600 | $ | 6,600 | $ | 5,370,200 | 12/31/01 | |||||
| VS Fundamental Growth | D&T | $ | 14,600 | $ | 6,600 | $ | 5,370,200 | 12/31/01 | |||||
| VS Global Allocation | D&T | $ | 44,000 | $ | 6,600 | $ | 5,370,200 | 12/31/01 | |||||
| VS Global Bond | D&T | $ | 11,100 | $ | 6,600 | $ | 5,370,200 | 12/31/01 | |||||
| VS Global Growth | D&T | $ | 33,000 | $ | 6,600 | $ | 5,370,200 | 12/31/01 | |||||
| VS Government Bond | D&T | $ | 16,600 | $ | 6,600 | $ | 5,370,200 | 12/31/01 | |||||
Fund | Independent Auditors | Audit Fees Charged to the Fund | Other Audit Related Fees Charged to the Fund | Other Fees | Fiscal Year End | ||||||||
| VS High Current Income | D&T | $ | 22,000 | $ | 6,600 | $ | 5,370,200 | 12/31/01 | |||||
| VS Index 500 | D&T | $ | 33,000 | $ | 6,600 | $ | 5,370,200 | 12/31/01 | |||||
| VS Large Cap Core | D&T | $ | 32,900 | $ | 6,600 | $ | 5,370,200 | 12/31/01 | |||||
| VS Large Cap Value | D&T | $ | 28,200 | $ | 6,600 | $ | 5,370,200 | 12/31/01 | |||||
| VS Natural Resources | D&T | $ | 5,600 | $ | 6,600 | $ | 5,370,200 | 12/31/01 | |||||
| VS Reserve Assets | D&T | $ | 5,600 | $ | 6,600 | $ | 5,370,200 | 12/31/01 | |||||
| VS Small Cap Value | D&T | $ | 22,100 | $ | 6,600 | $ | 5,370,200 | 12/31/01 | |||||
| VS Utilities and Telecommunications | D&T | $ | 16,600 | $ | 6,600 | $ | 5,370,200 | 12/31/01 | |||||
| ML World Income | D&T | $ | 49,000 | $ | 7,200 | $ | 5,370,200 | 12/31/01 | |||||
1 | Amounts shown include fees charged to each individual series. |
| By | Order of the Boards of Directors/Trustees |
AL | ICE A. PELLEGRINO |
Secretary of Master Large Cap Series Trust, 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 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 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 | Fiscal Year End | State of Organization | Meeting Time | ||||||
| Asset Program* | 1/31 | MD | 9:00 | a.m. | |||||
| Financial Institutions Trust** | 5/31 | MA | 9:20 | ||||||
| FAM Trust*** | 6/30 | DEL | 9:40 | ||||||
| Focus Twenty Trust | 11/30 | DEL | 10:00 | ||||||
| Large Cap Trust† | 10/31 | DEL | 10:20 | ||||||
| ML California Trust††† | 8/31 | MA | 10:40 | ||||||
| ML Focus Twenty | 11/30 | MD | 11:00 | ||||||
| ML Focus Value | 7/31 | MD | 11:20 | ||||||
| ML Fundamental Growth | 8/31 | MD | 11:40 | ||||||
| MLIM Funds‡ | 6/30 | MD | 12:00 | p.m. | |||||
| ML Large Cap‡‡ | 10/31 | MD | 12:20 | ||||||
| ML Multi-State Trust‡‡‡ | 7/31 | # | MA | 12:40 | |||||
ML Retirement Trust## | 10/31 | MA | 1:00 | ||||||
| ML Short Term | 5/31 | MD | 1:20 | ||||||
| ML U.S. Gov’t | 8/31 | MA | 1:40 | ||||||
ML Variable Series### | 12/31 | MD | 2:00 | ||||||
| ML World Income | 12/31 | MD | 2:20 | ||||||
| Mercury Variable†† | 12/31 | MA | 2:40 |
| * | Consists of three series, one of which is solicited by this Combined Proxy Statement: ML Mid Cap Value. |
| ** | Consists of one series: Summit Cash Fund. |
| *** | Consists of two series: Master Low Duration and Master Total Return Bond. |
| † | Consists of three series: Large Cap Growth; Large Cap Value; and Large Cap Core. |
| †† | Consists of one series: Mercury International Value. |
| ††† | Consists of one series: CA Ins Muni Bond. |
| ‡ | Consists of two series: ML Low Duration and ML Total Return Bond. |
| ‡‡ | Consists of three series: ML Large Cap Growth; ML Large Cap Value; and ML Large Cap Core. |
| ‡‡‡ | Consists of thirteen series, four of which are solicited by this Combined Proxy Statement; FL Muni Bond; NJ Muni Bond; NY Muni Bond; and 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: ML Retirement Reserves. |
| ### | Consists of nineteen 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; and VS Utilities and Telecommunications. |
Fund | Shares Outstanding as of the Record Date | |
The Asset Program | ||
| ML Mid Cap Value | 20,189,762 | |
Financial Institutions Trust | ||
| Summit Cash Fund | 240,669,288 | |
Mercury Variable | ||
| Mercury International Value | 35,772,900 | |
ML California Trust | ||
| CA Ins. Muni Bond | 42,380,936 | |
ML Focus Twenty | 204,197,449 | |
ML Focus Value | 40,942,204 | |
ML Fundamental Growth | 385,634,941 | |
MLIM Funds | ||
| ML Low Duration | 10,537,411 | |
| ML Total Return Bond | 1,991,026 | |
ML Large Cap | ||
| ML Large Cap Growth | 20,527,286 | |
| ML Large Cap Value | 32,552,754 | |
| ML Large Cap Core | 51,371,140 | |
ML Multi-State Trust | ||
| FL Muni Bond | 15,846,036 | |
| NJ Muni Bond | 12,058,596 | |
| NY Muni Bond | 24,716,616 | |
| PA Muni Bond | 8,344,437 | |
ML Retirement Trust | ||
| ML Retirement Reserves | 7,466,146,016 | |
ML Short Term | 20,858,855 | |
ML U.S. Gov’t | 169,156,731 | |
ML Variable Series | ||
| VS American Balanced | 11,411,724 | |
| VS Basic Value | 100,992,119 | |
| VS Core Bond | 55,962,582 | |
| VS Developing Capital | 5,263,762 | |
| VS Domestic Money Market | 562,007,143 | |
| VS Focus Twenty | 4,230,931 | |
| VS Fundamental Growth | 22,040,543 | |
| VS Global Allocation | 43,266,469 | |
| VS Global Bond | 3,427,501 | |
| VS Global Growth | 14,118,334 | |
| VS Government Bond | 45,167,419 | |
| VS High Current Income | 48,851,656 | |
| VS Index 500 | 33,161,522 | |
| VS Large Cap Core | 25,065,214 | |
| VS Large Cap Value | 1,681,868 |
Fund | Shares Outstanding as of the Record Date | |
| VS Natural Resources | 954,180 | |
| VS Reserve Assets | 14,825,070 | |
| VS Small Cap Value | 31,009,357 | |
| VS Utilities and Telecommunications | 8,717,005 | |
ML World Income | 25,452,314 |
Name and Address* of Beneficial Owner | Number of Shares Beneficially Owned as of the Record Date | ||||||
Fund/Series | Number | Percent of Total | |||||
| ML Total Return Bond | Henry A. Schimberg c/o Rachel Duggan | 706,706 | 35.49 | % | |||
| * | The address for the shareholder listed above is c/o Merrill Lynch Investment Managers, L.P., 800 Scudders Mill Road, Plainsboro, New Jersey, 08536. |
Name, Address and Age of Board Member Nominee | Position(s) Held with each Fund(1) | Principal Occupation During Past Five Years | Number of MLIM/FAM-Advised Funds Overseen | Public Directorships | ||||
Terry K. Glenn (61)* P.O. Box 9011 Princeton, New Jersey 08543-9011 | Director/Trustee and President(2) | Chairman (Americas Region) since 2001, and Executive Vice President since 1983 of Fund Asset Management, L.P. (“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. | 133 registered investment companies consisting of 196 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 (“MLIM/FAM-advised Funds”). 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) | For information as to term of office and length of time served on each Board, see table immediately following this chart. |
| (2) | Mr. Glenn was elected President of each Fund (other than FAM Trust, MLIM Funds and Mercury Variable) in 1999. He was elected President of FAM Trust, MLIM Funds and Mercury Variable in 2001. Prior to being elected President he served as Executive Vice President of each Fund (other than FAM Trust, MLIM Funds and Mercury Variable). Mr. Glenn is currently a Board Member of each Fund except FAM Trust, MLIM Funds and Mercury Variable. |
Name, Address and Age of Board Member Nominees | Position(s) Held with Fund(1) | 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 | Director and Executive Vice President, The China Business Group, Inc. since 1995; Director, The Cahoon Museum of American Art since 1999; Chairman and Chief Executive Officer, China Enterprise Management Corporation from 1993 to 1996; Chairman, Berkshire Holdings Corporation since 1980; Partner, Squire, Sanders & Dempsey from 1980 to 1993. | 33 registered investment companies consisting of 37 portfolios | None | ||||
Joe Grills (66)* P.O. Box 98 Rapidan, Virginia 22733 | Director/ Trustee | 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(1) | Principal Occupation During Past Five Years | Number of MLIM/FAM-Advised Funds Overseen | Public Directorships | ||||
Herbert I. London (62)* Washington Square Village New York, New York 10012 | Director/ Trustee | 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 | 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 | None | ||||
Roberta Cooper Ramo (58)* P.O. Box 2168 500 Fourth Street, N.W. Albuquerque, New Mexico 87107 | Director/ Trustee | 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, Coopers, Inc. since 1999; Director, 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 | None |
Name, Address and Age of Board Member Nominees | Position(s) Held with Fund(1) | 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 | 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; Trustee, Commonfund from 1980 to 2001. | 16 registered investment companies consisting of 36 portfolios | None | ||||
Melvin R. Seiden (71)* 780 Third Avenue, Suite 2502, New York, New York 10017 | Director/ Trustee | 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 | 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 for 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 | n/a | n/a | n/a | |||||||||
| Focus Twenty 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 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 | 2000 | 2000 | n/a | 2000 | 2000 | 2000 | 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 | 1999 | 1994 | n/a | n/a | n/a | 1996 | 1984 | 1984 | |||||||||
| ML Variable Series | n/a | 1999 | 1994 | n/a | n/a | n/a | 1997 | 1982 | 1984 | |||||||||
| 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* | Mercury International Value/Class A | 2,147 | ||
| ML Focus Twenty/Class A | 5,574 | |||
| ML Focus Value/Class A | 4,810 | |||
| ML Fundamental Growth/Class A | 3,219 | |||
| ML Fundamental Growth/Class D | 7,647 | |||
| ML Mid Cap Value/Class A | 3,148 | |||
| VS Basic Value/Class A | 15,321 | |||
| VS Developing Capital/Class A | 3,271 | |||
| James H. Bodurtha | ML Focus Twenty/Class A | 5,706 | ||
| ML Fundamental Growth/Class A | 663 | |||
| ML Large Cap Core/Class A | 1,556 | |||
| ML Large Cap Growth/Class A | 2,638 | |||
| Joe Grills | ML Focus Twenty/Class A | 1,341 | ||
| ML Focus Value/Class A | 2,305 | |||
| ML Focus Value/Class A | 4,932 | |||
| ML Large Cap Growth/Class A | 2,248 | |||
| ML Retirement Reserves | 18,778 | |||
| Herbert I. London | ML Focus Twenty/Class A | 568 | ||
| ML Large Cap Growth/Class A | 794 | |||
| NY Muni Bond/Class A | 3,652 | |||
| ML World Income/Class A | 4,040 | |||
| André F. Perold | ML World Income/Class A | 37,632 |
| * | Mr. Glenn is an “interested person” of each Fund, as defined in Section 2(a)(19) of the Investment Company Act. |
Name of Board Member Nominee | |||||||||
Aggregate Dollar Range of Equity in Each Fund | Bodurtha | Glenn* | Grills | London | |||||
| Asset Program | |||||||||
| ML Mid Cap Value | — | — | — | — | |||||
| Financial Institutions Trust | |||||||||
| Summit Cash Fund | — | — | — | — | |||||
| Mercury Variable | |||||||||
| Mercury International Value | — | $ | 10,001-$50,000 | — | — | ||||
| ML California Trust | |||||||||
| CA Ins. Muni Bond | — | — | — | — | |||||
| ML Fundamental Growth | $10,001-$50,000 | Over $100,000 | — | $10,001-$50,000 | |||||
| ML Focus Twenty | $10,001-$50,000 | $1-$10,000 | $1-$10,000 | $1-$10,000 | |||||
| ML Focus Value | — | $50,001-$100,000 | $50,001-$100,000 | — | |||||
| MLIM Funds | |||||||||
| ML Low Duration | — | — | — | — | |||||
| ML Total Return Bond | — | — | — | — | |||||
| ML Large Cap | |||||||||
| ML Large Cap Growth | $10,001-$50,000 | — | $10,001-$50,000 | $1-$10,000 | |||||
| ML Large Cap Value | — | — | — | — | |||||
| ML Large Cap Core | $10,001-$50,000 | — | — | — | |||||
| ML Multi-State Trust | |||||||||
| FL Muni Bond | — | — | — | — | |||||
| NJ Muni Bond | — | — | — | — | |||||
| NY Muni Bond | — | — | — | $10,001-$50,000 | |||||
| PA Muni Bond | — | — | — | — | |||||
| ML Retirement Trust | |||||||||
| ML Retirement Reserves | — | — | $50,001-$100,000 | — | |||||
| ML Short Term | — | — | — | — | |||||
| ML U.S. Gov’t | — | — | — | — | |||||
| ML Variable Series | |||||||||
| VS American Balanced | — | — | — | — | |||||
| VS Balanced Capital | — | — | — | — | |||||
| VS Basic Value | — | Over $100,000 | — | — | |||||
| VS Developing Capital | — | $10,001-$50,000 | — | — | |||||
| VS Domestic Money Market | — | — | — | — | |||||
| VS Focus Twenty | — | — | — | — | |||||
| VS Fundamental Growth | — | — | — | — | |||||
| VS Global Bond | — | — | — | — | |||||
| VS Global Growth | — | — | — | — | |||||
| VS Global Strategy | — | — | — | — | |||||
| VS Government Bond | — | — | — | — | |||||
| VS High Current Income | — | — | — | — | |||||
| VS Index 500 | — | — | — | — | |||||
| VS International Equity | — | — | — | — | |||||
| VS Natural Resources | — | — | — | — | |||||
| VS Prime Bond | — | �� | — | — | — | ||||
| VS Quality Equity | — | — | — | — | |||||
| VS Reserve Assets | — | — | — | — | |||||
| VS Small Cap Value | — | — | — | — | |||||
| VS Utilities and Telecommunications | — | — | — | — | |||||
| ML World Income | — | $1-$10,000 | — | $10,001-$50,000 | |||||
Aggregate Dollar Range of Securities in All Registered Funds Overseen by Nominee in Merrill Lynch Family of Funds | $50,001-$100,000 | Over $100,000 | Over $100,000 | $50,001-$100,000 | |||||
| * | Mr. Glenn is an “interested person” of each Fund, as defined in Section 2(a)(19) of the Investment Company Act. |
Name of Board Member Nominee | ||||||||||
Aggregate Dollar Range of Equity in Each Fund | Perold | Ramo | Salomon | Seiden | Swensrud | |||||
| Asset Program | ||||||||||
| ML Mid Cap Value | — | — | — | — | — | |||||
| Financial Institutions Trust | ||||||||||
| Summit Cash Fund | — | — | — | — | — | |||||
| Mercury Variable | ||||||||||
| ML California Trust | ||||||||||
| CA Ins. Muni Bond | — | — | — | — | — | |||||
| ML Fundamental Growth | — | — | — | — | — | |||||
| ML Focus Twenty | — | — | — | — | — | |||||
| ML Focus Value | — | — | — | — | — | |||||
| MLIM Funds | ||||||||||
| ML Low Duration | — | — | — | — | — | |||||
| ML Total Return Bond | — | — | — | — | — | |||||
| 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 | — | — | — | — | — | |||||
| ML Retirement Trust | ||||||||||
| ML Retirement Reserves | — | — | — | — | — | |||||
| ML Short Term | — | — | — | — | — | |||||
| ML U.S. Gov’t | — | — | — | — | — | |||||
| ML Variable Series | ||||||||||
| VS American Balanced | — | — | — | — | — | |||||
| VS Balanced Capital | — | — | — | — | — | |||||
| VS Basic Value | — | — | — | — | — | |||||
| VS Developing Capital | — | — | — | — | — | |||||
| VS Domestic Money Market | — | — | — | — | — | |||||
| VS Focus Twenty | — | — | — | — | — | |||||
| VS Fundamental Growth | — | — | — | — | — | |||||
| VS Global Bond | — | — | — | — | — | |||||
| VS Global Growth | — | — | — | — | — | |||||
| VS Global Strategy | — | — | — | — | — | |||||
| VS Government Bond | — | — | — | — | — | |||||
| VS High Current Income | — | — | — | — | — | |||||
| VS Index 500 | — | — | — | — | — | |||||
| VS International Equity | — | — | — | — | — | |||||
| VS Natural Resources | — | — | — | — | — | |||||
| VS Prime Bond | — | — | — | — | — | |||||
| VS Quality Equity | — | — | — | — | — | |||||
| VS Reserve Assets | — | — | — | — | — | |||||
| VS Small Cap Value | — | — | — | — | — | |||||
| VS Utilities and Telecommunications | — | — | — | — | — | |||||
| ML World Income | Over $100,000 | — | — | — | — | |||||
Aggregate Dollar Range of Securities in All Registered Funds Overseen by Nominee in Merrill Lynch Family of Funds | Over $100,000 | — | — | $1-$10,000 | — | |||||
Board | Audit | ||||||||||||||||||
Fund | Number of Meetings Held1 | Annual Fee | Per Meeting Fee2 | Number of Meetings Held1 | Annual Fee | Per Meeting Fee2 | Aggregate Fees and Expenses | ||||||||||||
Asset Program3 | 9 | $ | 756 | $ | 243 | 4 | $ | 756 | $ | 243 | $ | 20,935 | |||||||
| Financial Institutions Trust | 9 | $ | 2,200 | $ | 450 | 4 | $ | 2,200 | $ | 450 | $ | 29,506 | |||||||
FAM Trust4 | 7 | $ | 2,924 | $ | 780 | 3 | N/A | N/A | $ | 24,795 | |||||||||
Focus Twenty Trust5 | 12 | $ | 6,322 | $ | 244 | 4 | N/A | $ | 121 | $ | 38,219 | ||||||||
Large Cap Trust2 | 11 | $ | 6,650 | $ | 735 | 4 | N/A | $ | 363 | $ | 57,174 | ||||||||
Mercury Variable4 | 8 | $ | 5,942 | $ | 3,000 | 5 | N/A | N/A | $ | 18,367 | |||||||||
ML California Trust5 | 4 | $ | 3,637 | $ | 234 | 4 | N/A | $ | 115 | $ | 23,975 | ||||||||
| ML Fundamental Growth | 10 | $ | 8,500 | $ | 1,000 | 4 | $ | 8,500 | $ | 1,000 | $ | 100,340 | |||||||
ML Focus Value5 | 9 | $ | 2,000 | $ | 500 | 4 | $ | 2,000 | $ | 500 | $ | 40,554 | |||||||
ML Multi-State Trust5 | 9 | $ | 5,620 | $ | 943 | 4 | N/A | $ | 469 | $ | 53,482 | ||||||||
| ML Retirement Trust | 9 | $ | 6,000 | $ | 1,000 | 4 | $ | 6,000 | $ | 1,000 | $ | 100,401 | |||||||
| ML Short Term | 9 | $ | 1,500 | $ | 250 | 4 | $ | 1,500 | $ | 250 | $ | 25,406 | |||||||
| ML U.S. Gov’t | 10 | $ | 4,000 | $ | 1,000 | 4 | $ | 4,000 | $ | 1,000 | $ | 79,240 | |||||||
| ML Variable Series | 4 | $ | 13,800 | $ | 2,800 | 4 | $ | 13,800 | $ | 2,800 | $ | 127,600 | |||||||
ML World Income5 | 12 | $ | 1,414 | $ | 257 | 4 | N/A | $ | 127 | $ | 13,580 | ||||||||
1 | Includes telephonic meetings. |
2 | The fee is payable for each meeting attended in person. No fee is paid for telephonic meetings. |
3 | This amount reflects annual board meeting fee, per meeting fee and annual fee for ML Mid Cap Value. |
4 | Each non-affiliated Board Member of this Fund receives (a) an aggregate annual retainer of $18,000 for his or her services to certain MLIM/FAM-advised funds and (b) annual per meeting fees aggregating of $18,000. The portion of the annual retainer and per meeting fees allocated to each such MLIM/FAM-advised fund is determined quarterly based on the relative net assets of each such fund. |
5 | Each non-affiliated Board Member of this Fund receives (a) an aggregate annual retainer of $100,000 for his or her service to certain MLIM/FAM-advised funds and (b) annual per meeting fees aggregating $60,000 for service to these MLIM/FAM-advised funds. The portion of the annual retainer allocated to each such 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. |
Compensation Paid by Each Fund1 | ||||||||||||||||||||||||
Fund | Bodurtha | Grills | London | Perold | Ramo | Salomon | Seiden | Swensrud | ||||||||||||||||
Asset Program2 | N/A | $ | 2,749 | N/A | N/A | N/A | $ | 2,749 | $ | 2,749 | $ | 2,749 | ||||||||||||
| Financial Institutions Trust | N/A | $ | 5,800 | N/A | N/A | N/A | $ | 5,800 | $ | 5,800 | $ | 5,800 | ||||||||||||
FAM Trust3 | N/A | $ | 6,735 | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||
Focus Twenty Trust3 | $ | 7,783 | N/A | $ | 7,783 | $ | 7,783 | $ | 8,193 | N/A | N/A | N/A | ||||||||||||
Large Cap Trust3 | $ | 11,032 | N/A | $ | 11,032 | $ | 11,032 | $ | 12,259 | N/A | N/A | N/A | ||||||||||||
| Mercury Variable | N/A | $ | 11,884 | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||
| ML California Trust | $ | 5,033 | N/A | $ | 5,033 | $ | 5,033 | $ | 3,505 | N/A | N/A | N/A | ||||||||||||
| ML Fundamental Growth | N/A | $ | 20,000 | N/A | N/A | N/A | $ | 20,000 | $ | 20,000 | $ | 20,000 | ||||||||||||
| ML Focus Value | N/A | $ | 8,000 | N/A | N/A | N/A | $ | 8,000 | $ | 8,000 | $ | 8,000 | ||||||||||||
ML Multi-State Trust4 | $ | 11,269 | N/A | $ | 11,269 | $ | 11,269 | $ | 7,593 | N/A | N/A | N/A | ||||||||||||
| ML Retirement Trust | N/A | $ | 20,000 | N/A | N/A | N/A | $ | 20,000 | $ | 20,000 | $ | 20,000 | ||||||||||||
| ML Short Term | N/A | $ | 5,000 | N/A | N/A | N/A | $ | 5,000 | $ | 5,000 | $ | 5,000 | ||||||||||||
| ML U.S. Gov’t | N/A | $ | 15,500 | N/A | N/A | N/A | $ | 15,500 | $ | 15,500 | $ | 15,500 | ||||||||||||
| ML Variable Series | N/A | $ | 50,000 | N/A | N/A | N/A | $ | 50,000 | $ | 50,000 | $ | 50,000 | ||||||||||||
| ML World Income | $ | 2,950 | N/A | $ | 2,950 | $ | 2,950 | $ | 2,950 | N/A | N/A | N/A | ||||||||||||
| 1 | No pension or retirement benefits are accrued as part of Fund expenses. |
| 2 | This amount reflects total amount paid by ML Mid Cap Value. |
| 3 | Feeder funds are not allocated any portion of the compensation paid to non-affiliated Board Members. All compensation is allocated to the corresponding Master Trust. |
| 4 | This amount is the aggregate 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 | |
Fund | Aggregate Estimated Annual Fees | |||
| Asset Program | $ | 40,000 | ||
| Financial Institutions Trust | $ | 40,000 | ||
| FAM Trust | $ | 30,000 | (1) | |
| Focus Twenty Trust | $ | 43,000 | (1) | |
| Large Cap Trust | $ | 57,000 | (1) | |
| Mercury Variable | $ | 54,000 | ||
| ML California Trust | $ | 27,000 | ||
| ML Fundamental Growth | $ | 125,000 | ||
| ML Focus Value | $ | 40,000 | ||
| ML Multi-State Trust | $ | 60,000 | (2) | |
| ML Retirement Trust | $ | 100,000 | ||
| ML Short Term | $ | 25,000 | ||
| ML U.S. Gov’t | $ | 80,000 | ||
| ML Variable Series | $ | 250,000 | ||
| ML World Income | $ | 15,000 | ||
| (1) | Feeder funds are not allocated any portion of the compensation paid to non-affiliated Board Members. All compensation is allocated to the corresponding Master Trust. |
| (2) | This amount is the estimated aggregate annual fees to be paid by FL Muni Bond, NJ Muni Bond, NY Muni Bond and PA Muni Bond. |
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 1999 | Senior Vice President First Vice President of MLIM since 1997; Vice President of MLIM from 1985 to 1997. | 1 registered investment companies consisting of 3 portfolios | None | |||||
| Susan B. Baker (43) | Secretary of Master Focus Twenty Master Mid Cap ML Focus Twenty | Secretary since 2000 2000 2000 | Director (Legal Advisory) of MLIM since 1999; Vice President of MLIM from 1993 to 1999; Attorney associated with MLIM since 1987. | 2 registered investment companies consisting of 2 portfolios | None | |||||
| R. Elise Baum (41) | Senior Vice President Asset Program ML Variable Series | Senior Vice President since 2000 2001 | First Vice President of MLIM since 1999; Director of MLIM from 1997 to 1999; Vice President of MLIM from 1995 to 1997. | 2 registered investment companies consisting of 4 portfolios | None | |||||
| Donaldo S. Benito (56) | Vice President ML Retirement Trust | Vice President since 2002 | Vice President of MLIM since 1985 | 3 registered investment companies consisting of 3 portfolios | None | |||||
| Donald C. Burke (41) | Vice President/ Treasurer Asset Program Financial Institutions Trust FAM Trust Focus Twenty Trust Mercury Variable ML Focus Twenty ML Variable Series Large Cap Trust ML Large Cap 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 2000/2000 2000/2000 2000/2000 1999/1999 1999/1999 2000/2000 1993/1999 1993/1999 2000/2000 2000/2000 1993/1999 1994/1999 1993/1999 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. | 133 registered investment companies consisting of 196 portfolios | None | |||||
| Walter Cuje (42) | Senior Vice President ML Variable Series | Senior Vice President since 2001 | First Vice President of MLIM since 1997; Associate Portfolio Manager of MLIM since 1993; Vice President of MLIM from 1991 to 1997. | 1 registered investment company consisting of 3 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 C. Doll (47) | Senior Vice President Asset Program Focus Twenty Trust ML Focus Twenty Large Cap Trust ML Large Cap ML Fundamental Growth ML Focus Value ML Variable Series | Senior Vice President since 1999 2000 2000 1999 1999 1999 1999 2000 | 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. | 51 registered investment companies consisting of 71 portfolios | None | |||||
| Gareth Fielding (38) | Senior Vice President ML Variable Series | Senior Vice President since 2001 | Director (Global Fixed Income) of MLIM since 1998; Senior Portfolio Manager, J.P. Morgan from 1991 to 1998. | 1 registered investment company consisting of 1 portfolio | None | |||||
| Lawrence R. Fuller (60) | Senior Vice President Asset Program ML Fundamental Growth ML Variable Series | Senior Vice President since 1998 1992 2000 | First Vice President of MLIM since 1997; Vice President of MLIM from 1992 to 1997. | 6 registered investment companies consisting of 7 portfolios | None | |||||
| Linda J. Gardner (38) | Vice President Large Cap Trust ML Large Cap | Vice President since 1999 1999 | Vice President and Chief Administrative Officer, Equities, of FAM since 1999; Manager of Equity Administration of OppenheimerFunds from 1991 to 1999. | 3 registered investment companies consisting of 3 portfolios | None | |||||
| Teresa Giacino (38) | Vice President Asset Program | Vice President since 2001 | Vice President of MLIM since 1992. | 1 registered investment company consisting of 1 portfolio | None | |||||
| Phillip S. Gillespie (38) | Secretary FAM Trust Mercury Variable MLIM Funds ML Retirement Trust ML Short Term ML U.S. Gov’t | Secretary since 2001 2001 2001 2000 2000 2000 | First Vice President of MLIM since 2001; Director of MLIM from 2000 to 2001; 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. | 30 registered investment companies consisting of 62 portfolios | None | |||||
| Michael S. Hahn (34) | Vice President Focus Twenty Trust ML Focus Twenty | Vice President since 2000 2000 | Associate Portfolio Manager of Master Mid Cap and MLIM since 1999; portfolio manager and analyst for the PGHG family of mutual funds from 1996 to 1999; assistant portfolio manager for First Maryland Bancorp from 1994 to 1996. | 3 registered investment companies consisting of 3 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 (50) | 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. | 4 registered investment companies consisting of 6 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. | 2 registered investment companies consisting of 3 portfolios | None | |||||
| Bryan N. Ison (45) | Senior Vice President ML Variable Series | Senior Vice President since 2001 | First Vice President of MLIM since 1997; Vice President of MLIM from 1985 to 1997. | 2 registered investment company consisting of 3 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. | 47 registered investment companies consisting of 50 portfolios | None | |||||
| Philip E. Laverson (32) | Vice President Large Cap Trust ML Large Cap | Vice President since 2000 2000 | Vice President of FAM and MLIM since 2000; Vice President of Investment Strategy and Economics at Prudential Securities from 1995 to 2000. | 3 registered investment companies consisting of 3 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. | 47 registered investment companies consisting of 50 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. | 2 registered investment companies consisting of 2 portfolios | None | |||||
| Robert J. Martorelli (44) | Senior Vice President ML Focus Value ML Variable Series | Senior Vice President since 1998 2001 | First Vice President of FAM and MLIM since 1997; Portfolio Manager of MLIM since 1987. | 4 registered investment companies consisting of 4 portfolios | None | |||||
| Kevin J. McKenna (44) | Senior Vice President Financial Institutions Trust ML Retirement Trust ML Variable Series | Senior Vice President since 1996 1997 2000 | First Vice President of MLIM since 1997; Vice President of MLIM from 1985 to 1997. | 4 registered investment companies consisting of 4 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. | 5 registered investment companies consisting of 5 portfolios | None | |||||
| Robert F. Murray (43) | Senior Vice President ML Variable Series | Senior Vice President since 1998 | Vice President of MLIM since 1993; Employed by MLIM since 1989. | 6 registered investment companies consisting of 7 portfolios | None | |||||
| Walter O’Connor (40) | Vice President ML California Trust | Vice President since 1998 | Director (Municipal Tax-Exempt) of MLIM since 1997; Vice President of MLIM from 1993 to 1997. | 4 registered investment companies consisting of 4 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 | |||||
| Allan J. Oster (38) | Secretary Asset Program ML Focus Value ML Fundamental Growth ML Variable Series | Secretary since 2000 2000 2000 1999 | Director (Legal Advisory) of MLIM since 2002; Vice President (Legal Advisory) of MLIM from 2000 to 2002; 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. | 6 registered investment companies consisting of 30 portfolios | None | |||||
| Alice A. Pellegrino (41) | Secretary Large Cap Trust ML Large Cap ML California Trust ML Multi-State Trust | Secretary since 1999 1999 1999 1999 | Director (Legal Advisory) of MLIM since 2002; Vice President of MLIM from 1999 to 2002; Attorney associated with MLIM since 1997; Associate with Kirkpatrick & Lockhart LLP from 1992 to 1997. | 40 registered investment companies consisting of 49 portfolios | None | |||||
| Kevin M. Rendino (35) | Senior Vice President ML Variable Series | Senior Vice President since 1993 | First Vice President of FAM and MLIM since 1997; Vice President of MLIM from 1993 to 1997. | 5 registered investment companies consisting of 5 portfolios | None | |||||
| Jacqueline Rogers (43) | Vice President ML Variable Series | Vice President since 2000 | Vice President of MLIM since 1986. | 1 registered investment company consisting of 19 portfolios | None | |||||
| Romualdo Roldan (53) | Vice President ML World Income | Vice President since 1999 | Vice President of MLIM since 1998; Portfolio Manager of MLIM since 1999; Senior Vice President of Santander Investments from 1995 to 1998. | 2 registered investment companies consisting of 2 portfolios | None | |||||
| Kurt Schansinger (40) | Senior Vice President ML Variable Series | Senior Vice President since 2001 | 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. | 2 registered investment companies consisting of 3 portfolios | None | |||||
| Robert M. Shearer (45) | Senior Vice President ML Variable Series | Senior Vice President since 2000 | 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. | 3 registered investment companies consisting of 4 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 | |||||
| Dennis W. Stattman (49) | Senior Voice President ML Variable Series | Senior Vice President since 2001 | First Vice President of MLIM since 1997; Vice President of MLIM from 1989 to 1997. | 2 registered investment companies consisting of 3 portfolios | None | |||||
| Daniel V. Szemis (41) | Senior Vice President ML Variable Series | Senior Vice President since 1997 | First Vice President of MLIM since 1997; Portfolio Manager with Prudential Mutual Fund Investment Management Advisors from 1990 to 1996. | 4 registered investment companies consisting of 4 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. |
| ME | RRILL LYNCH FUNDAMENTAL GROWTH FUND, INC. |
| By | : |
| 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] |
FORM OF 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 his or her 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 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” PROPOSAL 1.
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 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 persons.
Sign, Date and Return this 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 | |||||||||||
| 1. | For Merrill Lynch Focus Twenty Fund, Inc. Merrill Lynch Low Duration Fund, Merrill Lynch Total Return Bond Fund and Merrill Lynch Large Cap Series Funds, Inc.: | ||||||||||
| Please vote for the Directors of the Fund, and instruct the Fund to vote for the Trustees of the corresponding Master Trust. | |||||||||||
| VOTING INSTRUCTIONS: | |||||||||||
| 1(a). | Election of Fund Directors | 1(b). | Election of Master Trust Trustees | To withhold authority to vote for certain nominees only, mark “For All Except” and write the nominee’s number on the line below. | |||||||
| For All | Withhold All | For All Except | |||||||||
| 01A) | James H. Bodurtha | 01B) | James H. Bodurtha | If you want to withhold authority for certain nominees to serve on both boards, write in a separate number for both Item 1(a) and Item 1(b). If you want to withhold authority for certain nominees to serve on one board, write in the appropriate number for either Item 1(a) or Item 1(b). | |||||||
| 02A) | Terry K. Glenn | 02B) | Terry K. Glenn | ||||||||
| 03A) | Joe Grills | 03B) | Joe Grills | [_] | [_] | [_] | |||||
| 04A) | Herbert I. London | 04B) | Herbert I. London | ||||||||
| 05A) | André F. Perold | 05B) | André F. Perold | ||||||||
| 06A) | Roberta Cooper Ramo | 06B) | Roberta Cooper Ramo | ||||||||
| 07A) | Robert S. Salomon Jr. | 07B) | Robert S. Salomon Jr. | ||||||||
| 08A) | Melvin R. Seiden | 08B) | Melvin R. Seiden | ||||||||
| 09A) | Stephen B. Swensrud | 09B) | Stephen B. Swensrud | ||||||||
| 2. | 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 |
FORM OF 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 his or her 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 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” PROPOSAL 1 and PROPOSAL 2, 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 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 persons.
Sign, Date and Return this 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 | |||||||||||
| 1 | For each Fund: | ||||||||||
| Election of Directors/Trustees | |||||||||||
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. | ||||||||
| 01) | James H. Bodurtha | ||||||||||
| 02) | Terry K. Glenn | ||||||||||
| 03) | Joe Grills | ||||||||||
| 04) | Herbert I. London | ||||||||||
| 05) | André F. Perold | ||||||||||
| 06) | Roberta Cooper Ramo | ||||||||||
| 07) | Robert S. Salomon Jr. | ||||||||||
| 08) | Melvin R. Seiden | ||||||||||
| 09) | Stephen B. Swensrud | ||||||||||
| 2. | For 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 of the Fund to reorganize the Fund into a master/feeder structure. | |||
| For | Against | Abstain | ||
| [_] | [_] | [_] | ||
| 3. | 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 |
FORM OF PROXY
This proxy is solicited on behalf of the Board of
Directors/Trustees
| INSURANCE COMPANY NAME PRINTS HERE | |
| FUND NAME PRINTS HERE | . |
The undersigned hereby instructs the above-referenced Insurance Company ("Company"), to vote all shares of the above-referenced Fund ("Fund"), which are held in the account of the undersigned in the variable account, at the meeting of shareholders of the Fund, to be held at 800 Scudders Mill Road, Plainsboro, NJ on March 15, 2002, at 1:40 p.m. Eastern Time, and at any adjournments thereof. The Company is hereby instructed to vote on the proposals described in the proxy statement as specified on the reverse side. The Company is instructed to vote in its discretion upon such other matters as may come before the meeting or any adjournment thereof. Receipt of the notice of meeting and proxy statements are hereby acknowledged,
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 persons.
Sign, Date and Return this 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 | |||||||||||
| 1. Election of 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. | ||||||||
| 01) | James H. Bodurtha | ||||||||||
| 02) | Terry K. Glenn | ||||||||||
| 03) | Joe Grills | ||||||||||
| 04) | Herbert I. London | ||||||||||
| 05) | André F. Perold | ||||||||||
| 06) | Roberta Cooper Ramo | ||||||||||
| 07) | Robert S. Salomon Jr. | ||||||||||
| 08) | Melvin R. Seiden | ||||||||||
| 09) | Stephen B. Swensrud | ||||||||||
| 2. | 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 |
FORM OF 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 his or her 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 29, 2002 at the Meeting of Shareholders to be held on March 15, 2002 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” PROPOSAL 1.
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 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 persons.
Sign, Date and Return this 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 | |||||||||||
| 1. Election of 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. | ||||||||
| 01) | James H. Bodurtha | ||||||||||
| 02) | Terry K. Glenn | ||||||||||
| 03) | Joe Grills | ||||||||||
| 04) | Herbert I. London | ||||||||||
| 05) | André F. Perold | ||||||||||
| 06) | Roberta Cooper Ramo | ||||||||||
| 07) | Robert S. Salomon Jr. | ||||||||||
| 08) | Melvin R. Seiden | ||||||||||
| 09) | Stephen B. Swensrud | ||||||||||
| 2. | 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 |
