FDP Series DEFA14A Additional proxy soliciting materials

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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|_| Preliminary Proxy Statement

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|_| Definitive Proxy Statement

|X| Definitive Additional Materials

|_| Soliciting Material Pursuant to §240.14a-12

FDP SERIES, INC.
(Name of Registrant as Specified In Its Charter)(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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(1)	Title of each class of securities to which transaction applies:
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Vote your proxy today! Upcoming changes require mutual fund shareholders within the Multi-Manager Funds Diversified Portfolio to vote their proxies. As a shareholder of the Van Kampen Value FDP Fund (the Fund), available exclusively through Merrill Lynch Funds Diversified Portfolios (FDP), you are being asked to approve a new sub-advisory agreement with Invesco Advisers, Inc. (Invesco) in order to permit the same portfolio management team that currently provides day-to-day management of the Fund to continue to provide such services. Approval will not result in any changes to the way in which your Fund is managed. The Board of Directors of the Fund unanimously recommends that you vote “FOR” approval of the new sub-advisory agreement with Invesco. We encourage you to carefully review the enclosed materials, which explain this proposal in more detail. As a shareholder, your vote is important, and we hope that you will respond today to ensure that your shares will be represented at the Special Meeting. You may vote in one of the following ways: By touch-tone telephone; 800-690-6903 By internet; www.proxyvote.com or Merrill Lynch Online (MLOL), if applicable By returning the enclosed proxy card in the postage-paid envelope; or In person at the Special Meeting. If you do not vote using one of these methods, you may be called by Computershare Fund Services, our proxy solicitor, to vote over the phone. Your vote is important. The Transaction Van Kampen Asset Management acts as sub-advisor to the Fund according to the current sub-advisory agreement between BlackRock Advisors and Van Kampen Asset Management. Van Kampen Asset Management is an indirect, wholly-owned subsidiary of Morgan Stanley. On October 19, 2009, Morgan Stanley entered into an agreement with Invesco Ltd., a leading asset manager in the United States and abroad, to sell Morgan Stanley’s Van Kampen asset management business to Invesco Ltd. (the “Transaction”). The Transaction is currently expected to close mid 2010. Q. Are shareholders voting to approve the Transaction? Shareholders are NOT being asked to vote on the Transaction. Rather, shareholders are being asked to vote on an item that is being presented to them as a result of the Transaction which will permit the current portfolio management team to continue to provide day-to-day management of the Fund.

Van Kampen Value FDP Fund Vote by touch-tone telephone 800-690-6903 Vote by Internet www.proxyvote.com Vote by mail Return enclosed proxy card in postage-paid envelope provided. Vote in person Attend the Special Meeting.

Be sure to have your control number, which can be found on your proxy card available to vote using any of the above methods. If you do not vote, you may be called by Computershare Fund Services, our proxy solicitor, to vote over the phone.

Q. How will the transaction affect me as a Fund shareholder? Assuming shareholders approve the Fund’s new sub-advisory agreement, the Transaction will not result in any changes to the way in which your Fund is managed. The Transaction will not cause any changes to the Fund’s investment policies and goals. The Transaction will also not affect your share holdings, and you will continue to own the same number of shares in the same Fund as you do now. The terms of the new sub-advisory agreement are the same in all material respects as the current sub-advisory agreement. The investment management fee payable by BlackRock Advisors, LLC under the new sub-advisory agreement with Invesco will not change and is the same fee payable under the existing sub-advisory agreement with Van Kampen. In addition, the Transaction is not expected to result in significant changes in the Team’s personnel, including the Fund’s portfolio managers. Jason S. Leder, Kevin C. Holt, James N. Warwick and Devin E. Armstrong will continue to share joint responsibility for the day-to-day management of the Fund’s portfolio. The Transaction will not significantly affect the day-to-day operations of the Team or the investment process it uses in managing the Fund’s portfolio. Q. What am I being asked to approve in this proxy statement? You are being asked to approve a new sub-advisory agreement with Invesco. In order for the portfolio management team to continue to provide portfolio management services to the Fund after the Transaction is completed, it is necessary for the Fund’s shareholders to approve a new sub-advisory agreement with Invesco. The new sub-advisory agreement that you are being asked to approve is identical in all material respects to the current sub-advisory agreement applicable to the Fund. Q. Who are Invesco Ltd. and Invesco Advisers Inc.? Invesco Ltd. is a leading independent global investment management company that provides an array of solutions for retail, institutional and high-net-worth clients around the world. Invesco Advisers is a wholly owned subsidiary of Invesco, Ltd. and has acted as an investment adviser since its organization in 1976. Invesco Advisers currently advises or manages over 225 investment portfolios, encompassing a broad range of investment objectives.

Q. How do the Board members suggest I vote in connection with the proposal to be considered at the meeting? After careful consideration, the Board of Directors of the Fund unanimously recommends that you vote “FOR” approval of the new sub-advisory agreement with Invesco. Q. Will my vote make a difference? Yes. Your vote is needed to ensure that a quorum is present at the meeting and that sufficient votes are cast so that the proposal can be acted upon. We encourage all shareholders to participate in the governance of the Fund. Q. Who is paying for the Proxy Solicitation? The cost of soliciting proxies for the meeting will be paid by Morgan Stanley and Invesco Ltd. and their affiliates. Q. Is the Fund paying for preparation, printing and mailing of this proxy? No, these costs will ultimately be borne by Morgan Stanley and Invesco Ltd. and certain of its affiliates, whether or not the proposal is successful. Q. Whom do I call if I have questions? If you need any assistance, or have any questions regarding the proposal or how to vote your shares, please call Computershare Fund Services at 866-456-7110. Q. How do I vote my shares? You may vote in one of the following ways: By touch-tone telephone; 800-690-6903 By internet; www.proxyvote.com or MLOL By returning the enclosed proxy card in the postage-paid envelope; or In person at the Special Meeting. If you do not vote using one of these methods, you may be called by Computershare Fund Services, our proxy solicitor, to vote over the phone.

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www.blackrock.com Prepared by BlackRock Investments, LLC, member FINRA. © 2010 BlackRock, Inc. All Rights Reserved. F3099-3/2010