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¨ Preliminary Proxy Statement |
x Definitive Proxy Statement |
¨ Definitive Additional Materials |
¨ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
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 until their successors have been duly elected and qualified or until their earlier resignation or removal; |
(2) To consider and act upon a proposal to ratify the selection of independent auditors of each Fund; |
(3) To consider and act upon a proposal to amend each Fund’s charter to permit the Board of Trustees of the applicable Fund to reorganize the Fund into a master/feeder structure; and |
(4) To transact such other business as may properly come before any Meeting or any adjournment thereof. |
By Order of the Boards of Directors/Trustees |
ALICE A. PELLEGRINO |
Secretary of Merrill Lynch California Municipal Series Trust, Merrill Lynch Multi-State Limited Maturity Municipal Series Trust and Merrill Lynch Multi-State Municipal Series Trust |
ROBERT HARRIS |
Secretary of Merrill Lynch World Income Fund, Inc. |
LORI A. MARTIN |
Secretary of Merrill Lynch Growth Fund |
1) “FOR” the election of the Board Member nominees of each Fund; |
2) “FOR” the ratification of the selection of Deloitte & ToucheLLP (“D&T”), as independent auditors; and |
3) “FOR” the approval of a charter amendment permitting each Board to reorganize the applicable Fund into a master/feeder structure. |
Name and Address of Nominees | Age | Principal Occupation During Past Five Years and Public Directorships (1) | |||||||
---|---|---|---|---|---|---|---|---|---|
Terry K. Glenn(1)* P.O. Box 9011 Princeton, New Jersey 08543-9011 | 60 | Executive Vice President of Fund Asset Management, L.P. (“FAM”) and MLIM (the terms FAM and MLIM, as used herein, include their corporate predecessors) since 1983; Executive Vice President and Director of Princeton Services, Inc. (“Princeton Services”) since 1993; President of FAM Distributors, Inc. (“FAMD”) since 1986 and Director thereof since 1991; President of Princeton Administrators, L.P. since 1988. | |||||||
James H. Bodurtha(1)(2) 36 Popponesset Road Cotuit, Massachusetts 02635 | 56 | Director and Executive Vice President, The China Business Group, Inc. since 1996; Chairman and Chief Executive Officer, China Enterprise Management Corporation from 1993 to 1996; Chairman, Berkshire Corporation since 1980; Partner, Squire, Sanders & Dempsey from 1980 to 1993. | |||||||
Herbert I. London(1)(2) 2 Washington Square Village New York, New York 10012 | 61 | John M. Olin Professor of Humanities, New York 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 from 1996 to 1997. | |||||||
Joseph L. May(1)(2) 424 Church Street Suite 2000 Nashville, Tennessee 37219 | 71 | Attorney in private practice since 1984; President, May and Athens Hosiery Mills Division, Wayne-Gossard Corporation from 1954 to 1983; Chairman, The May Corporation (personal holding company) from 1972 to 1983; Director, Signal Apparel Co. from 1972 to 1989. | |||||||
André F. Perold(1)(2) Morgan Hall Soldiers Field Boston, Massachusetts 02163 | 48 | Sylvan C. Coleman Professor of Financial Management, Harvard Business School since 1993 and Professor from 1989 to 1993; Trustee, The Common Fund since 1989; Director, Quantec Limited 1991 to 1999; Director, TIBCO from 1994 to 1996; Director, Genbel Securities Limited and Gensec Bank since 1999; Director, Gensec Asset Management since 2000; Director, Bulldogresearch.com since 2000; Director, Stockback.com since 2000. |
Name and Address of Nominees | Age | Principal Occupation During Past Five Years and Public Directorships (1) | ||
---|---|---|---|---|
Roberta Cooper Ramo(1)(2) P.O. Box 2168 500 Fourth Street, N.W. Albuquerque, New Mexico 87103 | 58 | Shareholder, Modrall, Sperling, Roehl, Harris & Sisk, P.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, 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. |
(1) | 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. See “Compensation of Board Members” and Exhibit A to this Combined Proxy Statement. |
(2) | 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 as a Board Member. See Exhibit A to this Combined Proxy Statement. |
* | Interested person, as defined in the Investment Company Act of 1940, as amended, of each Fund. |
Fund | Fiscal Year Ending | |
---|---|---|
Merrill Lynch California Municipal Series Trust | August 31, 2001 | |
Merrill Lynch Growth Fund | October 31, 2001 | |
Merrill Lynch Multi-State Limited Maturity Municipal Series Trust | July 31, 2001 | |
Merrill Lynch Multi-State Municipal Series Trust(1) | July 31, 2001 | |
Merrill Lynch Multi-State Municipal Series Trust (2) | September 30, 2001 | |
Merrill Lynch World Income Fund, Inc. | December 31, 2001 |
(1) | All Series of Merrill Lynch Multi-State Municipal Series Trust except Merrill Lynch New York Municipal Bond Fund. |
(2) | Merrill Lynch New York Municipal Bond Fund only. |
Item 1. | Item 2. | Item 3. | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Fund | Election of Board Members | Ratification of Selection of Independent Auditors | Approval of a Charter Amendment to Permit the Reorganization of the Fund Into a Master/ Feeder Structure | ||||||||||
Merrill Lynch California Municipal Series Trust | Affirmative vote of a majority of the shares of each Series represented at the Meeting | Affirmative vote of a majority of the shares of each Series represented at the Meeting | Affirmative vote of two- thirds of the outstanding shares of each Series | ||||||||||
Merrill Lynch Growth Fund | Affirmative vote of a majority of the shares represented at the Meeting | Affirmative vote of a majority of the shares represented at the Meeting | Affirmative vote of two- thirds of the outstanding shares | ||||||||||
Merrill Lynch Multi-State Limited Maturity Municipal Series Trust | Affirmative vote of a majority of the shares of each Series represented at the Meeting | Affirmative vote of a majority of the shares of each Series represented at the Meeting | Affirmative vote of a majority of the outstanding shares of each Series | ||||||||||
Merrill Lynch Multi-State Municipal Series Trust | Affirmative vote of a majority of the shares of each Series represented at the Meeting | Affirmative vote of a majority of the shares of each Series represented at the Meeting | Affirmative vote of two- thirds of the outstanding shares of each Series | ||||||||||
Merrill Lynch World Income Fund, Inc. | Affirmative vote of a majority of votes cast | Affirmative vote of a majority of votes cast | Affirmative vote of a majority of the outstanding shares |
1) “FOR” the election of the Fund’s Board Member nominees; |
2) “FOR” the ratification of the selection of Deloitte & Touche LLP as independent auditors; and |
3) “FOR” the approval of a charter amendment permitting the Board to reorganize the Fund into a master/feeder structure. |
By Order of the Boards of Directors/Trustees |
ALICE A. PELLEGRINO |
Secretary of Merrill Lynch California Municipal Series Trust, Merrill Lynch Multi-State Limited Maturity Municipal Series Trust and Merrill Lynch Multi-State Municipal Series Trust |
ROBERT HARRIS |
Secretary of Merrill Lynch World Income Fund, Inc. |
LORI A. MARTIN |
Secretary of Merrill Lynch Growth Fund |
Fund | Defined Term Sometimes Used in this Exhibit A | Fiscal Year End | State of Organization | Meeting Time | |||||
---|---|---|---|---|---|---|---|---|---|
Merrill Lynch California Municipal Series Trust* | ML California | 8/31 | MA | 9:00 a.m. | |||||
Merrill Lynch Growth Fund | ML Growth | 10/31 | MA | 9:30 a.m. | |||||
Merrill Lynch Multi-State Limited Maturity Municipal Series Trust** | ML Limited Maturity | 7/31 | MA | 10:00 a.m. | |||||
Merrill Lynch Multi-State Municipal Series Trust*** | ML Multi-State | 7/31 | † | MA | 10:30 a.m. | ||||
Merrill Lynch World Income Fund, Inc. | ML World Income | 12/31 | MD | 11:00 a.m. |
* | Consists of two series: Merrill Lynch California Municipal Bond Fund (“CA Muni Bond”) and Merrill Lynch California Insured Municipal Bond Fund (“CA Ins Muni Bond”). |
** | Consists of two series: Merrill Lynch California Limited Maturity Municipal Bond Fund (“CA Ltd Maturity”) and Merrill Lynch Florida Limited Maturity Municipal Bond Fund (“FL Ltd Maturity”). |
*** | Consists of 17 series: Merrill Lynch Arizona Municipal Bond Fund (“AZ Muni Bond”); Merrill Lynch Arkansas Municipal Bond Fund (“AK Muni Bond”); Merrill Lynch Colorado Municipal Bond Fund (“CO Muni Bond”); Merrill Lynch Connecticut Municipal Bond Fund (“CT Muni Bond”); Merrill Lynch Florida Municipal Bond Fund (“FL Muni Bond”); Merrill Lynch Maryland Municipal Bond Fund (“MD Muni Bond”); Merrill Lynch Massachusetts Municipal Bond Fund (“MA Muni Bond”); Merrill Lynch Michigan Municipal Bond Fund (“MI Muni Bond”); Merrill Lynch Minnesota Municipal Bond Fund (“MN Muni Bond”); Merrill Lynch New Jersey Municipal Bond Fund (“NJ Muni Bond”); Merrill Lynch New Mexico Municipal Bond Fund (“NM Muni Bond”); Merrill Lynch New York Municipal Bond Fund (“NY Muni Bond”); Merrill Lynch North Carolina Municipal Bond Fund (“NC Muni Bond”); Merrill Lynch Ohio Municipal Bond Fund (“OH Muni Bond”); Merrill Lynch Oregon Municipal Bond Fund (“OR Muni Bond”); Merrill Lynch Pennsylvania Municipal Bond Fund (“PA Muni Bond”); and Merrill Lynch Texas Municipal Bond Fund (“TX Muni Bond”). |
† | For all Series of ML Multi-State except for NY Muni Bond, which has a fiscal year end of 9/30. |
Fund | Shares Outstanding as of the Record Date | |
---|---|---|
Merrill Lynch California Municipal Series Trust | ||
CA Ins Muni Bond | 6,441,127 | |
CA Muni Bond | 38,334,857 | |
Merrill Lynch Growth Fund | 103,719,383 | |
Merrill Lynch Multi-State Limited Maturity Municipal Series Trust | ||
CA Ltd Maturity | 623,010 | |
FL Ltd Maturity | 1,231,836 | |
Merrill Lynch Multi-State Municipal Series Trust | ||
AZ Muni Bond | 4,978,551 | |
AK Muni Bond | 536,631 | |
CO Muni Bond | 1,453,205 | |
CT Muni Bond | 5,242,376 | |
FL Muni Bond | 16,245,013 | |
MD Muni Bond | 2,514,499 | |
MA Muni Bond | 4,456,500 | |
MI Muni Bond | 5,211,594 | |
MN Muni Bond | 3,819,738 | |
NJ Muni Bond | 12,204,107 | |
NM Muni Bond | 488,407 | |
NY Muni Bond | 26,301,883 | |
NC Muni Bond | 3,549,112 | |
OH Muni Bond | 4,797,296 | |
OR Muni Bond | 1,335,703 | |
PA Muni Bond | 8,683,936 | |
TX Muni Bond | 3,743,660 | |
Merrill Lynch World Income Fund, Inc. | 31,175,966 |
Name and Address of Beneficial Owner | Shares of Common Stock Beneficially Owned as of the Record Date | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name of Fund/Series | Number | Percent of Total | |||||||||||
AK Muni Bond | James O. Ward 1900 Reservoir Road #53T Little Rock, Arkansas 72227 | 47,261 | 8.81% | ||||||||||
CA Ltd Maturity | John L. Love TTEE UAD 6/4/82 By John L. Love P.O. Box 305 Pebble Beach, California 93953 | 236,439 | 37.95% | ||||||||||
FL Ltd Maturity | Gale Young McBride P.O. Box 9229 Fort Meyers, Florida 33902 | 100,201 | 8.13% | ||||||||||
MI Muni Bond | J. Lawrence Tushman TTEE/UA DTD 3/20/1984 By J. Lawrence Tushman 358 Lakewood Drive Bloomfield, Michigan 48304 | 273,499 | 5.25% |
Nominee | Fund/Series and Class | No. of Shares Held | ||
---|---|---|---|---|
Terry K. Glenn | ML Growth | 3,599 | ||
James H. Bodurtha | ML Growth | 742 | ||
Herbert London | ML Growth | 1,438 | ||
ML NY Muni Bond | 3,455 | |||
ML World Income | 4,040 | |||
Joseph L. May | ML Growth | 936 | ||
ML CA Muni Bond | 1,000 | |||
ML World Income | 1,000 | |||
ML NY Muni Bond | 1,000 | |||
André F. Perold | ML World Income | 7,924 | ||
Arthur Zeikel | ML Growth | 375 |
Fund | Bodurtha | Glenn | London | May | Perold | Ramo* | ||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
ML California | 1995 | 1999 | 1987 | 1987 | 1985 | N/A | ||||||
ML Growth | 1995 | 1999 | 1987 | 1987 | 1987 | N/A | ||||||
ML Limited Maturity | 1995 | 1999 | 1993 | 1993 | 1993 | N/A | ||||||
ML Multi-State | 1995 | 1999 | 1987 | 1987 | 1985 | N/A | ||||||
ML World Income | 1995 | 1999 | 1988 | 1988 | 1988 | N/A |
* | Ms. Ramo is not currently a Board Member of any of the Funds. |
Board | Audit | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Fund | Number of Meetings Held* | Annual Fee** | Per Meeting Fee*** | Number of Meetings Held* | Per Meeting Fee*** | Aggregate Fees and Expenses | ||||||
ML California | 5 | $ 7,927 | $ 465 | 4 | $ 233 | $40,612 | ||||||
ML Growth | 5 | $18,401 | $ 227 | 5 | $ 114 | $45,626 | ||||||
ML Limited Maturity | 4 | $ 6,072 | $ 465 | 4 | $ 233 | $30,283 | ||||||
ML Multi-State | 4 | $16,332 | $3,953 | 4 | $1,977 | $96,870 | ||||||
ML World Income | 5 | $ 6,000 | $ 500 | 4 | $ 250 | $45,568 |
* | Includes meetings held via teleconferencing equipment. |
** | Each non-affiliated Board Member receives an aggregate annual retainer of $100,000 for his or her services to certain MLIM/FAM-advised funds. The portion of the annual retainer allocated to each MLIM/FAM-advised fund is determined quarterly based on the relative net assets of each such fund. |
*** | The fee is payable for each meeting attended in person. No fee is paid for telephonic meetings. The annual per meeting fees paid to each non-affiliated Board Member aggregate $60,000 for all MLIM/FAM-advised funds for which that Board Member serves and are allocated equally among those funds. |
Compensation Paid by Each Fund* | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
Fund | Bodurtha | London | May | Perold | Ramo** | |||||
ML California | $ 10,822 | $ 10,822 | $ 10,822 | $ 10,822 | $0 | |||||
ML Growth | $ 20,190 | $ 20,190 | $ 20,190 | $ 20,190 | $0 | |||||
ML Limited Maturity | $ 8,967 | $ 8,967 | $ 8,967 | $ 8,967 | $0 | |||||
ML Multi-State | $ 31,193 | $ 31,193 | $ 31,193 | $ 31,193 | $0 | |||||
ML World Income. | $ 9,000 | $ 9,000 | $ 9,000 | $ 9,000 | $0 |
* | No pension or retirement benefits are accrued as part of Fund expenses. |
** | Ms. Ramo is not currently a Board Member of any of the Funds. |
Name of Non-Affiliated Board Member | Aggregate Compensation Paid to Board Members by MLIM/FAM Advised Funds (1) | ||
---|---|---|---|
James H. Bodurtha | $133,500 | ||
Herbert I. London | $133,500 | ||
Joseph L. May | $133,500 | ||
André F. Perold | $133,250 | ||
Roberta Cooper Ramo | $ 9,000 | (2) |
(1) | The non-affiliated Board Members serve on the boards of MLIM/FAM-advised funds as follows: Mr. Bodurtha (32 registered investment companies consisting of 44 portfolios); Mr. London (32 registered investment companies consisting of 44 portfolios); Mr. May (32 registered investment companies consisting of 44 portfolios); Mr. Perold (32 registered investment companies consisting of 44 portfolios); and Ms. Ramo (26 registered investment companies consisting of 20 portfolios). |
(2) | Ms. Ramo was appointed a Board Member of certain MLIM/FAM advised funds on December 15, 1999. |
Name | Age | Principal Occupation During Past Five Years | |||||||
---|---|---|---|---|---|---|---|---|---|
Terry K. Glenn | 60 | Executive Vice President of MLIM and FAM since 1983; Executive Vice President and Director of Princeton Services since 1993; President of FAMD since 1986 and Director thereof since 1991; President of Princeton Administrators, L.P. since 1988. | |||||||
Donald C. Burke | 40 | First Vice President of MLIM and FAM since 2000; Treasurer of MLIM and FAM since 1999; Senior Vice President of MLIM and FAM from 1999 to 2000; Senior Vice President and Treasurer of Princeton Services since 1999; Vice President of FAMD since 1999; First Vice President of MLIM from 1997 to 1999; Vice President of MLIM from 1990 to 1997; Director of Taxation of MLIM since 1990. | |||||||
Vincent R. Giordano | 54 | Managing Director of MLIM since 2000; Senior Vice President of FAM and MLIM from 1984 to 2000; Portfolio Manager of FAM and MLIM since 1977; Senior Vice President of Princeton Services since 1993. |
Name | Age | Principal Occupation During Past Five Years | |||||||
---|---|---|---|---|---|---|---|---|---|
Robert C. Doll, Jr. | 45 | Senior Vice President of MLIM and FAM since 1999, Senior Vice President of Princeton Services since 1999; Chief Investment Officer of Oppenheimer Funds, Inc. in 1999 and Executive Vice President thereof from 1991 to 1999. | |||||||
Joseph T. Monagle, Jr. | 51 | Senior Vice President of MLIM and FAM since 1990; Department Head of the Global Fixed Income Division of MLIM and FAM since 1997; Senior Vice President of Princeton Services since 1993. | |||||||
Steven I. Silverman | 50 | First Vice President of MLIM since 1997; Senior Portfolio Manager at MLIM since 1983; Vice President of MLIM from 1983 to 1997. | |||||||
Robert Harris | 47 | First Vice President of MLIM since 1997; Vice President of MLIM from 1984 to 1997; attorney associated with MLIM since 1980; Secretary of FAM since 1982. | |||||||
Kenneth A. Jacob | 48 | First Vice President of MLIM since 1997; Vice President of MLIM from 1984 to 1997; Vice President of FAM since 1984. | |||||||
Vincent T. Lathbury, III | 59 | First Vive President of MLIM since 1997; Vice President of MLIM from 1982 to 1997; Portfolio Manager of MLIM since 1982. | |||||||
Edward Andrews | 40 | Vice President of MLIM since 1991; investment officer in the Private Banking Division of Citibank, N.A. from 1982 to 1991. | |||||||
William R. Bock | 63 | Vice President of MLIM since 1989. | |||||||
Robert A. DiMella, CFA | 32 | Vice President of MLIM since 1997; Assistant Vice President of MLIM from 1995 to 1997; Assistant Portfolio Manager of MLIM from 1993 to 1995. | |||||||
Michael Kalinoski | 30 | Vice President and Portfolio Manager of MLIM since 1999; head Municipal Bond Trader with Strong Funds from 1996 to 1999 and a member of the municipal bond investment team of Strong Funds from 1993 to 1996. | |||||||
Lori A. Martin | 38 | Director (Legal Advisory) of MLIM since 1998; Attorney in private practice from 1989 to 1998. | |||||||
Alice A. Pellegrino | 40 | Vice President of MLIM since 1999; Attorney associated with MLIM since 1997; Associate with Kirkpatrick & Lockhart LLP from 1992 to 1997. | |||||||
Roberto W. Roffo | 35 | Vice President of MLIM since 1996; Portfolio Manager with MLIM since 1992. | |||||||
Fred K. Steube | 50 | Vice President of MLIM since 1989. | |||||||
Robert D. Sneeden | 48 | Assistant Vice President and Portfolio Manager of MLIM since 1994; Vice President of Lehman Brothers from 1990 to 1994. | |||||||
Theodore R. Jaeckel, Jr. | 41 | Director (Municipal Tax-Exempt Fund Management) of MLIM since 1997; Vice President of MLIM since 1991. | |||||||
Walter O’Connor | 39 | Director (Municipal Tax-Exempt) of MLIM since 1997; Vice President of MLIM from 1993 to 1997. |
Name | Office | Merrill Lynch California Municipal Series Trust | Merrill Lynch Growth Fund | Merrill Lynch Multi-State Limited Maturity Municipal Series Trust | Merrill Lynch Multi-State Municipal Series Trust | Merrill Lynch World Income Fund, Inc. | ||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Terry K. Glenn* | President | 1985 | 1987 | 1993 | 1985 | 1988 | ||||||
Robert C. Doll | Senior Vice President | — | 1999 | — | — | 2000 | ||||||
Vincent R. Giordano | Senior Vice President | 1985 | — | 1993 | 1985 | — | ||||||
Donald C. Burke | Vice President | 1993 | 1993 | 1993 | 1993 | 1993 | ||||||
Treasurer | 1999 | 1999 | 1999 | 1999 | 1999 | |||||||
Vincent T. Lathbury, III | Senior Vice President | — | — | — | — | 1998 | ||||||
Joseph T. Monagle | Senior Vice President | — | — | — | — | 1997 | ||||||
Steven I. Silverman | Senior Vice President | — | 1999 | — | — | — | ||||||
Kenneth A. Jacob | Vice President | 1986 | — | 1993 | 1986 | — | ||||||
Edward J. Andrews | Vice President | — | — | 1993 | — | — | ||||||
Walter O’Connor | Vice President | — | — | — | 1998 | — | ||||||
William R. Bock | Vice President | — | — | — | 1997 | — | ||||||
Robert A. DiMella, CFA | Vice President | — | — | — | 1998 | — | ||||||
Michael Kalinoski | Vice President | — | — | — | 1999 | — | ||||||
Roberto W. Roffo | Vice President | — | — | — | 1998 | — | ||||||
Robert D. Sneeden | Vice President | — | — | — | 1997 | — | ||||||
Theodore R. Jaeckel, Jr. | Vice President | — | — | — | 1997 | — | ||||||
Robert C. Harris | Secretary | — | — | — | — | 1999 | ||||||
Lori A. Martin | Secretary | — | 1999 | — | — | — | ||||||
Alice A. Pellegrino | Secretary | 1999 | — | 1999 | 1999 | — |
* | Mr. Glenn was elected President of each Fund in 1999. Prior to that he served as Executive Vice President of each Fund. |
“(2) To hold, invest and reinvest its assets in securities, and in connection therewith, without limiting the foregoing, to hold part or all of its assets (a) in cash and/or (b) in shares of or beneficial interests in another corporation known in the investment company industry as a master fund in a master/feeder structure, which corporation holds securities and other assets for investment purposes (the “Master Fund”).” |
“(5) To transfer all or substantially all the assets of the Corporation (or the assets of any series thereof) to the Master Fund, in exchange for shares of or beneficial interests in the Master Fund or for such other consideration as permitted by the General Laws of the State of Maryland and the Investment Company Act of 1940, as amended (all without the vote or consent of the stockholders of the Corporation), and all such actions, regardless of the frequency with which they are pursued, shall be deemed in furtherance of the ordinary, usual and customary business of the Corporation.” |
“(4) Unless otherwise expressly provided in the charter of the Corporation, including those matters set forth in Article III, Sections (2), (4) and (5) hereof and including any Articles Supplementary creating any class or series of capital stock, on each matter submitted to a vote of stockholders, each holder of a share of capital stock of the Corporation shall be entitled to one vote for each share standing in such holder’s name on the books of the Corporation, irrespective of the class or series thereof, and all shares of all classes and series shall vote together as a single class;provided, however, that (a) as to any matter with respect to which a separate vote of any class or series is required by the Investment Company Act of 1940, as amended, and in effect from time to time, or any rules, regulations or orders issued thereunder, or by the Maryland General Corporation Law, such requirement as to a separate vote by that class or series shall apply in lieu of a general vote of all classes and series as described above, (b) in the event that the separate vote requirements referred to in (a) above apply with respect to one or more classes or series, then, subject to paragraph (c) below, the shares of all other classes and series not entitled to a separate class vote shall vote as a single class, (c) as to any matter which does not affect the interest of a particular class or series, such class or series shall not be entitled to any vote and only the holders of shares of the affected classes and series, if any, shall be entitled to vote and (d) the shares of capital stock of the Corporation shall have no voting rights in connection with the transfer of all or substantially all the assets of the Corporation (or the assets of any series thereof) to the Master Fund in exchange for shares of or beneficial interests in such Master Fund or for such other consideration as permitted by Maryland General Corporation Law and the Investment Company Act of 1940, as amended.” |
“(7) Notwithstanding any other provision of these Articles of Incorporation or the By-Laws of the Corporation, or the General Laws of the State of Maryland, the transfer of all or substantially all of the assets of the Corporation (or the assets of any series thereof) to the Master Fund shall be deemed to be in the ordinary course of business of the Corporation, and the Board of Directors of the Corporation is vested with the sole power, to the exclusion of the stockholders, upon the affirmative vote of the majority of the entire Board of Directors, to transfer all or substantially all the assets of the Corporation (or the assets of any series thereof) to the Master Fund in exchange for shares of or beneficial interests in such Master Fund or for such other consideration as permitted by the General Laws of the State of Maryland and the Investment Company Act of 1940, as amended.” |
Merrill Lynch World Income Fund, Inc. |
By: |
Vice President |
3.2.Investments. The Trustees shall have power, subject to the Fundamental Policies, to: |
(a) | conduct, operate and carry on the business of an investment company; |
(b) subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge, sell, assign, transfer, exchange, distribute or otherwise deal in or dispose of negotiable or nonnegotiable instruments, obligations, evidences of indebtedness, certificates of deposit or indebtedness, commercial paper, repurchase agreements, reverse repurchase agreements, options, futures contracts, options on futures contracts and other investments, including, without limitation, those issued, guaranteed or sponsored by any state, territory or possession of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities, or by the United States Government or its agencies or instrumentalities, or international instrumentalities, or by any bank, savings institution, corporation or other business entity organized under the laws of the United States and, to the extent provided in the Prospectus and not prohibited by the Fundamental Policies, organized under foreign laws; and to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more persons, firms, associations or corporations to exercise any of said rights, powers and privileges in respect of any of said instruments; and the Trustees shall be deemed to have the foregoing powers with respect to any additional securities in which [the Trust] [any Series of the Trust] may invest should the investment policies set forth in the Prospectus or the Fundamental Policies be amended. |
(c) The Trustees shall not be limited to investing in obligations maturing before the possible termination of the Trust, nor shall the Trustees be limited by any law limiting the investments which may be made by fiduciaries. |
(d) Notwithstanding any other provision of this Declaration to the contrary, the Trustees shall have the power in their discretion without any requirement of approval by Shareholders to either invest all or a portion of the Trust Property, or sell all or a portion of the Trust Property and invest the proceeds of such sales, in one or more investment companies to the extent not prohibited by the 1940 Act and any exemptive orders granted under the 1940 Act. |
[Name] [Name] [Name] [Name] | [Name] [Name] [Name] [Name] |
MERRILL LYNCH INVESTMENT MANAGERS
4800 DEER LAKE DRIVE EAST
JACKSONVILLE, FLORIDA 32246-6484
To vote by Telephone
1) Read the Proxy Statement and have the proxy card below at hand.
2) Call 1-800-890-6903.
3) Enter the 12-digit control number set forth on the proxy card and follow the simple instructions.
To vote by internet
1) Read the Proxy Statement and have the proxy card below at hand.
2) Go to Website www.proxyvote.com.
3) Enter the 12-digit control number set forth on the proxy card and follow the simple instructions.
PROXY
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 October 30, 2000 at the Annual Meeting of Shareholders to be held on December 21, 2000 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.
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: | ||
MLINVM KEEP THIS PORTION FOR YOUR RECORDS | ||
DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
Vote On Directors/Trustees of each Fund | |||||||||||||||
For All | Withhold All | For All Except | To withhold authority to vote, mark "For All Except" and write the nominee's number on the line below. | ||||||||||||
1. | 01) James H. Bodurtha, 02) Terry K. Glenn, 03) Herbert I. London, 04) Joseph L. May, 05) André F. Perold and 06) Roberta Cooper Ramo | ||||||||||||||
| | |
Vote On Proposals | For | Against | Abstain | ||||||||||||
2. | To consider and act upon a proposal to ratify the selection of Deloitte & Touche LLP to serve as independent auditors of the Fund. | | | | |||||||||||
3. | To consider and act upon a proposal to amend the Fund's charter to permit the Board of the Fund to reorganize the Fund into a master/feeder structure. | | | | |||||||||||
4. | To transact such other business as may properly come before the Meeting or any adjournments thereof. | ||||||||||||||
Signature (PLEASE SIGN WITHIN BOX) | Date | Signature (Joint Owners) | Date |