As filed with the Securities and Exchange Commission
on October 30, 2000 SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrants /X/ Check the appropriate box:
Filed by a Party other than the Registrant /_/ /X/ Preliminary Proxy Statement
/_/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to
Rule14a-11(c) or Rule 14a-12
MERRILL LYNCH CALIFORNIA MUNICIPAL SERIES TRUST (2 Series)
Merrill Lynch California Insured Municipal Bond Fund
Merrill Lynch California Municipal Bond Fund
MERRILL LYNCH GROWTH FUND
MERRILL LYNCH MULTI-STATE LIMITED MATURITY MUNICIPAL SERIES TRUST (2 Series)
Merrill Lynch California Limited Maturity Municipal Bond Fund
Merrill Lynch Florida Limited Maturity Municipal Bond Fund
MERRILL LYNCH MULTI-STATE MUNICIPAL SERIES TRUST (17 Series)
Merrill Lynch Arizona Municipal Bond Fund
Merrill Lynch Arkansas Municipal Bond Fund
Merrill Lynch Colorado Municipal Bond Fund
Merrill Lynch Connecticut Municipal Bond Fund
Merrill Lynch Florida Municipal Bond Fund
Merrill Lynch Maryland Municipal Bond Fund
Merrill Lynch Massachusetts Municipal Bond Fund
Merrill Lynch Michigan Municipal Bond Fund
Merrill Lynch Minnesota Municipal Bond Fund
Merrill Lynch New Jersey Municipal Bond Fund
Merrill Lynch New Mexico Municipal Bond Fund
Merrill Lynch New York Municipal Bond Fund
Merrill Lynch North Carolina Municipal Bond Fund
Merrill Lynch Ohio Municipal Bond Fund
Merrill Lynch Oregon Municipal Bond Fund
Merrill Lynch Pennsylvania Municipal Bond Fund
Merrill Lynch Texas Municipal Bond Fund
MERRILL LYNCH WORLD INCOME FUND, INC.
--------------------------------------------------------
(Name of Registrants as Specified In Their Charters)
SAME AS ABOVE
--------------------------------------------------------
(Name of Persons) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/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:
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(2) Aggregate number of securities to which transaction applies:
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(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.)
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(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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
PRELIMINARY COPY
MERRILL LYNCH CALIFORNIA MUNICIPAL SERIES TRUST (2 Series)
Merrill Lynch California Insured Municipal Bond Fund
Merrill Lynch California Municipal Bond Fund
MERRILL LYNCH GROWTH FUND
MERRILLLYNCH MULTI-STATE LIMITED MATURITY MUNICIPAL SERIES TRUST (2 Series)
Merrill Lynch California Limited Maturity Municipal Bond Fund
Merrill Lynch Florida Limited Maturity Municipal Bond Fund
MERRILL LYNCH MULTI-STATE MUNICIPAL SERIES TRUST (17 Series)
Merrill Lynch Arizona Municipal Bond Fund
Merrill Lynch Arkansas Municipal Bond Fund
Merrill Lynch Colorado Municipal Bond Fund
Merrill Lynch Connecticut Municipal Bond Fund
Merrill Lynch Florida Municipal Bond Fund
Merrill Lynch Maryland Municipal Bond Fund
Merrill Lynch Massachusetts Municipal Bond Fund
Merrill Lynch Michigan Municipal Bond Fund
Merrill Lynch Minnesota Municipal Bond Fund
Merrill Lynch New Jersey Municipal Bond Fund
Merrill Lynch New Mexico Municipal Bond Fund
Merrill Lynch New York Municipal Bond Fund
Merrill Lynch North Carolina Municipal Bond Fund
Merrill Lynch Ohio Municipal Bond Fund
Merrill Lynch Oregon Municipal Bond Fund
Merrill Lynch Pennsylvania Municipal Bond Fund
Merrill Lynch Texas Municipal Bond Fund
MERRILL LYNCH WORLD INCOME FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
---------------------------
NOTICE OF 2000 MEETINGS OF SHAREHOLDERS
---------------------------
TO BE HELD ON DECEMBER 21, 2000
To the Shareholders of:
MERRILL LYNCH CALIFORNIA MUNICIPAL SERIES TRUST (2 Series)
Merrill Lynch California Insured Municipal Bond Fund
Merrill Lynch California Municipal Bond Fund
MERRILL LYNCH GROWTH FUND
MERRILL LYNCH MULTI-STATE LIMITED MATURITY MUNICIPAL SERIES TRUST (2 Series)
Merrill Lynch California Limited Maturity Municipal Bond Fund Merrill
Lynch Florida Limited Maturity Municipal Bond Fund
MERRILL LYNCH MULTI-STATE MUNICIPAL SERIES TRUST (17 Series) Merrill Lynch
Arizona Municipal Bond Fund Merrill Lynch Arkansas Municipal Bond Fund
Merrill Lynch Colorado Municipal Bond Fund Merrill Lynch Connecticut
Municipal Bond Fund Merrill Lynch Florida Municipal Bond Fund Merrill
Lynch Maryland Municipal Bond Fund Merrill Lynch Massachusetts Municipal
Bond Fund Merrill Lynch Michigan Municipal Bond Fund Merrill Lynch
Minnesota Municipal Bond Fund Merrill Lynch New Jersey Municipal Bond Fund
Merrill Lynch New Mexico Municipal Bond Fund Merrill Lynch New York
Municipal Bond Fund Merrill Lynch North Carolina Municipal Bond Fund
Merrill Lynch Ohio Municipal Bond Fund Merrill Lynch Oregon Municipal Bond
Fund Merrill Lynch Pennsylvania Municipal Bond Fund Merrill Lynch Texas
Municipal Bond Fund
MERRILL LYNCH WORLD INCOME FUND, INC.
NOTICE IS HEREBY GlVEN that a Meeting of Shareholders (each, a "Meeting"
and collectively, the "Meetings") of each of the above-listed investment
companies (each, a "Fund," which term includes the individual Series of the
above-listed Series Trusts, and collectively, the "Funds") will be held at the
offices of Merrill Lynch Investment Managers, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey, on Thursday, December 21, 2000, at the times specified
in Exhibit A to this Combined Proxy Statement for the following purposes:
(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 for its current fiscal year;
(3) To consider and act upon a proposal to amend each Fund's charter to
permit the Board of Trustees (which term as used herein refers to
both the Board of Trustees or the Board of Directors, as applicable)
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.
The Board of Trustees of each Fund has fixed the close of business on
October 30, 2000 as the record date for the determination of shareholders
entitled to notice of and to vote at the applicable Meeting or any adjournment
thereof.
A complete list of the shareholders of each Fund entitled to vote at the
applicable Meeting will be available and open to the examination of any
shareholder of that Fund for any purpose germane to that Meeting during
ordinary business hours from and after December 7, 2000, at the office of each
Fund, 800 Scudders Mill Road, Plainsboro, New Jersey. You are cordially
invited to attend any Meeting at which you may vote shares. Shareholders who
do not expect to attend any such Meeting in person are requested to complete,
date and sign the enclosed form of proxy and return it promptly in the
envelope provided for this purpose. If you have been provided with the
opportunity on your proxy card or voting instruction form to provide voting
instructions via telephone or the Internet, please take advantage of these
prompt and efficient voting options. The enclosed proxy is being solicited on
behalf of the Board of Trustees of each Fund.
If you have any questions regarding the enclosed proxy material or need
assistance in voting your shares, please contact our proxy solicitor,
Shareholder Communications Corporation, at (800) ___-____.
By Order of the Boards of 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
Plainsboro, New Jersey
Dated: November __, 2000
PRELIMINARY COPY
COMBINED PROXY STATEMENT
---------
MERRILL LYNCH CALIFORNIA MUNICIPAL SERIES TRUST (2 Series)
Merrill Lynch California Insured Municipal Bond Fund
Merrill Lynch California Municipal Bond Fund
MERRILL LYNCH GROWTH FUND
MERRILL LYNCH MULTI-STATE LIMITED MATURITY MUNICIPAL SERIES TRUST (2 Series)
Merrill Lynch California Limited Maturity Municipal Bond Fund
Merrill Lynch Florida Limited Maturity Municipal Bond Fund
MERRILL LYNCH MULTI-STATE MUNICIPAL SERIES TRUST (17 Series)
Merrill Lynch Arizona Municipal Bond Fund
Merrill Lynch Arkansas Municipal Bond Fund
Merrill Lynch Colorado Municipal Bond Fund
Merrill Lynch Connecticut Municipal Bond Fund
Merrill Lynch Florida Municipal Bond Fund
Merrill Lynch Maryland Municipal Bond Fund
Merrill Lynch Massachusetts Municipal Bond Fund
Merrill Lynch Michigan Municipal Bond Fund
Merrill Lynch Minnesota Municipal Bond Fund
Merrill Lynch New Jersey Municipal Bond Fund
Merrill Lynch New Mexico Municipal Bond Fund
Merrill Lynch New York Municipal Bond Fund
Merrill Lynch North Carolina Municipal Bond Fund
Merrill Lynch Ohio Municipal Bond Fund
Merrill Lynch Oregon Municipal Bond Fund
Merrill Lynch Pennsylvania Municipal Bond Fund
Merrill Lynch Texas Municipal Bond Fund
MERRILL LYNCH WORLD INCOME FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
---------
2000 MEETINGS OF SHAREHOLDERS
---------
December 21, 2000
TABLE OF CONTENTS
Page
----
INTRODUCTION................................................................3
ITEM 1: ELECTION OF BOARD MEMBERS..........................................4
ITEM 2: SELECTION OF INDEPENDENT AUDITORS..................................6
ITEM 3: APPROVAL OR DISAPPROVAL OF CHARTER AMENDMENT TO PERMIT
REORGANIZATION OF A FUND INTO A MASTER/FEEDER STRUCTURE............7
ADDITIONAL INFORMATION:
Exhibit A-Information About the Funds................................. A-1
Exhibit B-Proposed Charter Amendments................................. B-1
INTRODUCTION
This Combined Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Boards (which term as used herein
refers to the Board of Trustees or the Board of Directors, as applicable) of
the above-listed funds (each, a "Fund," which term includes the individual
Series of the above-listed Series Trusts, and collectively, the "Funds") to be
voted at the 2000 Meeting of Shareholders of each Fund (each, a "Meeting" and
collectively, the "Meetings"), to be held at the offices of Merrill Lynch
Investment Managers, L.P. ("MLIM"), 800 Scudders Mill Road, Plainsboro, New
Jersey, on Thursday, December 21, 2000 at the times specified in Exhibit A
hereto. The approximate mailing date of this Combined Proxy Statement is
November __, 2000.
Each Fund is organized either as a Maryland corporation or as a
Massachusetts business trust. In each jurisdiction, nomenclature varies. For
ease and clarity of presentation, shares of common stock of a Fund and shares
of beneficial interest of a Fund are referred to herein as "shares" or "Common
Stock," holders of shares or Common Stock are referred to as "shareholders,"
the trustees or directors of each Fund are referred to as "Board Members," the
investment adviser or manager of each Fund is referred to as the "Investment
Adviser," and each Fund's Articles of Incorporation or Declaration of Trust is
referred to as its "charter." Please see Exhibit A to this Combined Proxy
Statement for certain information relating to each Fund.
All properly executed proxies received prior to a Fund's Meeting will be
voted at that Meeting in accordance with the instructions marked thereon or
otherwise as provided therein. Unless instructions to the contrary are marked,
proxies will be voted:
1) "FOR" the election of the Board Member nominees of each Fund;
2) "FOR" the ratification of the selection of Deloitte & Touche LLP
("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.
Any proxy may be revoked at any time prior to the exercise thereof by
giving written notice to the Secretary of the applicable Fund at that Fund's
address indicated above or by voting in person at the applicable Meeting.
The Board of each Fund has fixed the close of business on October 30,
2000 as the record date (the "Record Date") for the determination of
shareholders entitled to notice of and to vote at the Meetings and at any
adjournment thereof. Shareholders on the Record Date will be entitled to one
vote for each share held, with no shares having cumulative voting rights. As
of the Record Date, each Fund had outstanding the number of shares of Common
Stock as indicated in Exhibit A hereto. Except as set forth in Exhibit A to
this Combined Proxy Statement, to the knowledge of each Fund, as of the Record
Date, no person is the beneficial owner of more than five percent of the
Fund's outstanding Common Stock or more than five percent of the outstanding
Common Stock of any Series.
The Board Members of each Fund know of no business other than that
mentioned in Items 1, 2 and 3 of the Notice of Meeting that will be presented
for consideration at the applicable Meeting. If any other matter is properly
presented at a Meeting or any adjournment thereof, it is the intention of the
persons named on the enclosed proxy card to vote in accordance with their best
judgment.
ITEM 1: ELECTION OF BOARD MEMBERS
At the Meetings, the Board Members of each Fund will be elected to serve
until their successors are elected and qualified or until their earlier
resignation or removal.
It is intended that all properly executed proxies will be voted (unless
such authority has been withheld in the proxy or revoked as described herein)
"FOR" the Board Member nominees listed below. Certain biographical and other
information relating to the Board Member nominees is set forth below.
Additional information relating to the Board Member nominees is set forth in
Exhibit A to this Combined Proxy Statement.
Principal Occupation During Past
Name and Address of Nominees Age Five Years and Public Directorships (1)
- ---------------------------- --- ---------------------------------------
Terry K. Glenn(1)*......................... 60 Executive Vice President of Fund Asset Management,
P.O. Box 9011 L.P. ("FAM") and MLIM (the terms FAM and MLIM, as
Princeton, New Jersey used herein, include their corporate predecessors)
08543-9011 since 1983; Executive Vice President and Director of
Princeton Services, Inc. ("Princeton Services") 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) ................... 56 Director and Executive Vice President, The China
36 Popponesset Road Business Group, Inc. since 1966; Chairman and Chief
Cotuit, Massachusetts 02635 Executive Officer, China Enterprise Management
Corporation from 1993 to 1996; Chairman, Berkshire
Corporation since 1980; Partner, Squire, Sanders &
Dempsey from 1980 to 1993.
Herbert I. London(1)(2) ................... 61 John M. Olin Professor of Humanities, New York
2 Washington Square Village University since 1993 and Professor thereof since
New York, New York 10012 1980; President, Hudson Institute since 1997 and
Trustee thereof since 1980; Dean, Gallatin Division
of New York University from 1976 to 1993; Distinguished
Fellow, Herman Kahn Chair, Hudson Institute from 1984
to 1985; Director, Damon Corp. from 1991 to 1995;
Overseer, Center for Naval Analyses from 1983 to 1993;
Limited Partner, Hypertech LP from 1996 to 1997.
Joseph L. May(1)(2) ....................... 71 Attorney in private practice since 1984; President,
424 Church Street May and Athens Hosiery Mills Division, Wayne-Gossard
Suite 2000 Corporation from 1954 to 1983; Chairman, The May
Nashville, Tennessee 37219 Corporation (personal holding company) from 1972 to
1983; Director, Signal Apparel Co. from 1972 to 1989.
Andre F. Perold (1)(2)..................... 48 Sylvan C. Coleman Professor of Financial Management,
Morgan Hall Harvard Business School since 1993, Professor from
Soldiers Field 1989 to 1993, and Associate Professor from 1983 to
Boston, Massachusetts 02163 1989; 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.
Roberta Cooper Ramo(1)(2).................. 58 Shareholder, Modrall, Sperling, Roehl, Harris & Sisk,
P.O. Box 2168 P.A. since 1993; President, American Bar Association
500 Fourth Street, N.W. from 1995 to 1996 and Member of the Board of
Albuquerque, New Mexico 87103 Governors thereof from 1994 to 1997; Partner, Poole,
Kelly & Ramo, Attorneys at Law, P.C. from 1977 to
1993; Director, Coopers, Inc. since 1999; Director,
United New Mexico Bank (now Wells Fargo) from 1983 to
1988; Director, First National Bank of New Mexico (now
First Security) from 1975 to 1976.
Arthur Zeikel(1)* ......................... 68 Chairman of FAM and MLIM from 1997 to 1999; President
300 Woodland Avenue of FAM and MLIM from 1977 to 1997; Chairman of
Westfield, New Jersey 07090 Princeton Services from 1997 to 1999, Director
thereof from 1993 to 1999 and President from 1993 to
1997; Executive Vice President of Merrill Lynch &
Co., Inc. ("ML & Co.") from 1990 to 1999.
- --------------
(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.
The Board of each Fund knows of no reason why any of the Board Member
nominees listed above will be unable to serve, but in the event of any such
unavailability, the proxies received will be voted for such substitute nominee
or nominees as the Board may recommend.
Committee and Board Meetings. The Board of each Fund has a standing Audit
and Nominating Committee (the "Committee"), which consists of Board Members
who are not "interested persons" of the Fund within the meaning of the
Investment Company Act of 1940, as amended (the "Investment Company Act"). The
principal purpose of the Committee is to review the scope of the annual audit
conducted by the Fund's independent auditors and the evaluation by such
auditors of the accounting procedures followed by the Fund. The Committee also
reviews and nominates candidates to serve as non-interested Board Members. The
Committee generally will not consider nominees recommended by shareholders of
a Fund. The non-interested Board Members have retained independent legal
counsel to assist them in connection with these duties.
During each Fund's most recently completed fiscal year, each of the Board
Members then in office attended at least 75% of the total number of meetings
of the Board of that Fund held during the fiscal year and, if a member, of the
total number of meetings of the Committee held during the period for which he
or she served. For more information about Committee and Board meetings, see
Exhibit A to this Combined Proxy Statement.
Interested Persons. Each Fund considers Mr. Glenn and Mr. Zeikel to be
"interested persons" of the Fund within the meaning of Section 2(a)(19) of the
Investment Company Act because of the positions each holds or has held with
the Investment Adviser and its affiliates. Mr. Glenn is the President of each
Fund.
Compensation of Board Members. The Investment Adviser pays all
compensation to all officers of each Fund and all Board Members of each Fund
who are affiliated with ML & Co. or its subsidiaries. Each Fund pays fees to
each Board Member who is not affiliated with the Investment Adviser (each, a
"non-affiliated Board Member") for service to the Fund. Each non-affiliated
Board Member receives an aggregate annual retainer of $100,000 for his or her
services to multiple investment companies advised by the Investment Adviser
("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. In addition, each non-affiliated Board Member
receives a fee per in-person Board meeting attended and per in-person
Committee meeting attended. 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. Each Fund also reimburses the non-affiliated Board Members for actual
out-of-pocket expenses relating to attendance at meetings. Information
relating to the aggregate fees and expenses paid by each Fund to its
non-affiliated Board Members during each Fund's most recently completed fiscal
year is set forth in Exhibit A to this Combined Proxy Statement.
Officers of the Funds. Information relating to the officers of each Fund
is set forth in Exhibit A to this Combined Proxy Statement. Officers of the
Funds are elected and appointed by the Board and hold office until they
resign, are removed or are otherwise disqualified to serve.
Stock Ownership. Information relating to the number of shares of each
Fund owned by the Board Member nominees is set forth in Exhibit A to this
Combined Proxy Statement. As of the Record Date, the Board Members and
officers of each Fund as a group owned an aggregate of less than 1% of the
Common Stock of each Fund outstanding at such date. At such date, Mr. Glenn,
President and a Board Member of each Fund, and Mr. Zeikel, a Board Member of
each Fund, and the other officers of each Fund owned an aggregate of less than
1% of the outstanding shares of common stock of ML & Co.
Each Board recommends that its respective shareholders vote FOR the
election of the Board Member nominees.
ITEM 2: SELECTION OF INDEPENDENT AUDITORS
The Board of each Fund, including a majority of the Board Members who are
not interested persons of the Fund within the meaning of the Investment
Company Act, has selected D&T as the Fund's independent auditors to examine
the financial statements of the Fund for the Fund's current fiscal year as set
forth in the following chart. None of the Funds knows of any direct or
indirect financial interest of such auditors in any Fund. Such appointment is
subject to ratification or rejection by the shareholders of each respective
Fund. Unless a contrary specification is made, the accompanying proxy will be
voted in favor of ratifying the selection of such Fund's auditors.
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.
D&T also acts as independent auditors for ML & Co. and most of its
subsidiaries, including the Investment Adviser, and for most other investment
companies for which MLIM and FAM act as investment adviser. The fees received
by D&T from these other entities are substantially greater, in the aggregate,
than the total fees received by them from each applicable Fund. The Board of
each Fund considered the fact that D&T has been retained as the independent
auditors for ML & Co. and the other entities described above in its evaluation
of the independence of D&T with respect to each applicable Fund.
Representatives of D&T are expected to be present at the Meetings and
will have the opportunity to make a statement if they so desire and to respond
to questions from shareholders.
Each Board recommends that its respective shareholders vote FOR the
ratification of the selection of D&T as independent auditors for that Fund.
ITEM 3: APPROVAL OR DISAPPROVAL OF CHARTER AMENDMENT TO PERMIT
REORGANIZATION OF A FUND INTO A MASTER/FEEDER STRUCTURE
The Board of each Fund proposes to amend the charter of the applicable
Fund to add a provision that would give the Board the express power to
transfer in the ordinary course of business and upon the affirmative vote of
the majority of the entire Board, all or substantially all of the assets of a
Fund to another entity known in the investment company industry as a master
fund in a "master/feeder" structure. By voting in favor of this provision,
shareholders of a Fund are authorizing the applicable Board to reorganize a
Fund into a master/feeder structure if the Board believes the structure is in
the best interests of the Fund and its shareholders. Copies of the forms of
charter amendment for the Funds are attached to this Combined Proxy Statement
as Exhibit B.
Merrill Lynch World Income Fund, Inc. ("World Income Fund") is organized
as a Maryland corporation. Generally, the transfer of all or substantially all
of the assets of a Maryland corporation to another entity requires the
approval of the shareholders of that Maryland corporation. Maryland law
permits the transfer of all or substantially all of the assets of a Maryland
corporation to a wholly owned subsidiary without the approval of the
corporation's shareholders. In certain circumstances, however, the Investment
Adviser may propose a master/feeder structure for a Fund organized as a
Maryland corporation where the master fund would not be a wholly owned
subsidiary of such Fund immediately after the transfer of the Fund's assets to
the master fund. Therefore, World Income Fund is seeking shareholder approval
of a charter amendment that would permit such a transfer of assets to a master
fund in exchange for shares or other beneficial interests in that master fund
without shareholder approval (even if such master fund is not a wholly owned
subsidiary of World Income Fund). The charter amendment for World Income Fund
would also clarify the manner in which World Income Fund will operate in a
master/feeder structure.
Merrill Lynch California Municipal Series Trust, Merrill Lynch
Multi-State Limited Maturity Municipal Series Trust, Merrill Lynch Multi-State
Municipal Series Trust (each, a "Series Trust" and collectively, the "Series
Trusts") and Merrill Lynch Growth Fund ("Growth Fund" and, collectively with
the Series Trusts, the "Trusts") are each organized as a Massachusetts
business trust. The charters governing each Trust generally require
shareholder approval before a Trust transfers its assets to a master fund in
order to reorganize into a master/feeder structure. Accordingly, each Trust is
seeking shareholder approval of a charter amendment that would permit such a
transfer of assets to a master fund in exchange for shares or other beneficial
interests in that master fund without shareholder approval. The charter
amendments for the Trusts would also clarify the manner in which the Trusts
will operate in a master/feeder structure.
In a master/feeder structure, a fund (the "Feeder Fund") sells its shares
to public investors under the terms of its prospectus. Instead of investing
the money it obtains from such sales directly in securities and other
investments, however, the Feeder Fund invests all of those assets in another
fund (the "Master Fund") in return for shares or beneficial interests in that
Master Fund. The Master Fund will have substantially the same investment
objective and policies as the Feeder Fund. The Master Fund then invests the
assets received from the Feeder Fund in a portfolio of securities and other
investments. Because the shareholders of the Feeder Fund own an indirect
interest in the Master Fund, their investment has the same performance as the
Master Fund's portfolio.
Since any number of Feeder Funds can invest their assets in a single
Master Fund, a master/feeder structure permits greater pooling of assets than
does a stand alone fund. This ability to pool assets may, in turn, allow the
Master Fund to achieve increased economies of scale and efficiencies in
portfolio management. The master/feeder structure may also permit greater
investor access to a single Master Fund portfolio, since any number of
separate Feeder Funds with separate identities, management, fee structures
and/or distribution channels can all invest in the same Master Fund.
An existing fund could convert to a Feeder Fund by (i) selling all of its
investments and then purchasing shares of a Master Fund, an approach that
involves brokerage and other transaction costs and the realization of taxable
gain or loss, or (ii) by contributing its assets to the Master Fund in return
for shares or beneficial interests in such Master Fund and avoiding
transaction costs and, if proper procedures are followed, avoiding the
realization of taxable gain or loss. Approval of this Item 3 by the
shareholders of a Fund would permit the applicable Board to convert the Fund
to a Feeder Fund by using either alternative discussed in the preceding
sentence. It is expected that each Fund that converts to a Feeder Fund will do
so by transferring its assets to the applicable Master Fund in exchange for
shares or beneficial interests in such Master Fund.
The Investment Adviser believes that, generally, the larger the pool of
assets, the more efficiently and cost-effectively it can be managed. Because a
Master Fund may pool the assets of multiple Feeder Funds, the master/feeder
structure provides an effective means of creating larger asset pools. Whether
the Board of a particular Fund exercises its discretionary authority to
reorganize the Fund into a master/feeder structure would depend upon the
existence of appropriate opportunities to pool the Fund's assets with those of
other Feeder Funds. There are no current plans to effect such a conversion for
any of the Funds. As discussed above, the primary purpose of reorganizing into
a master/feeder structure would be to seek to achieve possible economies of
scale and efficiencies in portfolio management, while preserving separate
identities, management and distribution channels at the Feeder Fund level. The
Board's decision to convert a Fund into a Feeder Fund would be based upon the
Board's determination that it would be in the best interests of both the Fund
and its shareholders.
Because investment advisory services are provided at the Master Fund
level, a Fund will no longer have an investment adviser if it converts to a
Feeder Fund. Each Master Fund will pay its investment adviser an investment
advisory fee based upon the net assets of that Master Fund. A Feeder Fund may
have its own administrator in a master/feeder structure. If a Fund converts to
a master/feeder fund structure, whenever the Master Fund holds a vote of its
Feeder Funds, the Fund will either pass the vote through to its own
shareholders or vote the shares of the Master Fund held by it in the same
proportion as the votes of all other Feeder Funds. If some of the Feeder Funds
are larger than the Fund, these other Feeder Funds would have more voting
power than the Fund over the operations of the Master Fund.
Shareholders of the Funds are not entitled to appraisal rights under
applicable state law in connection with the master/feeder charter amendments.
The Board recommends that the respective shareholders of each Fund vote
FOR the proposal to approve the charter amendment to permit the reorganization
of each such Fund into a master/feeder structure.
ADDITIONAL INFORMATION
The expenses of preparation, printing and mailing of the enclosed forms
of proxy and accompanying Notice and Combined Proxy Statement will be borne by
the Funds in proportion to their relative net assets. The Funds will reimburse
banks, brokers and others for their reasonable expenses in forwarding proxy
solicitation materials to the beneficial owners of the shares of the Funds.
For World Income Fund, a quorum consists of a majority of the shares
entitled to vote at the Meeting for World Income Fund, present in person or by
proxy. For Growth Fund, a quorum consists of one-third of the outstanding
shares, present in person or by proxy, at the Meeting for Growth Fund. For
each Series Trust, a quorum consists of one-third of the outstanding shares of
each Series, present in person or by proxy, at the applicable Meeting.
Assuming a quorum is present, approval of Items 1, 2 and 3 will require
the affirmative vote of shareholders holding at least the percentage of shares
indicated in the chart below.
- -------------------------------------------------------------------------------------------------------------------------
Item 1. Item 2. Item 3.
- -------------------------------------------------------------------------------------------------------------------------
Approval of
a Charter
Amendment to
Permit the
Ratification of Reorganization of
Selection of the Fund Into a
Election of Independent Master/Feeder
Fund Board Members Auditors Structure
- -------------------------------------------------------------------------------------------------------------------------
Merrill Lynch California Municipal Affirmative vote of a Affirmative vote of a Affirmative vote of
Series Trust majority of the shares majority of the shares of two-thirds of the
of each Series each Series represented at outstanding shares of
represented at the the Meeting each Series
Meeting
- -------------------------------------------------------------------------------------------------------------------------
Merrill Lynch Growth Fund Affirmative vote of a Affirmative vote of a Affirmative vote of
majority of the shares majority of the shares two-thirds of the
represented at the represented at the Meeting outstanding shares
Meeting
- -------------------------------------------------------------------------------------------------------------------------
Merrill Lynch Multi-State Limited Affirmative vote of a Affirmative vote of a Affirmative vote of a
Maturity Municipal Series Trust majority of the shares majority of the shares of majority of the
of each Series each Series represented at outstanding shares of
represented at the the Meeting each Series
Meeting
- -------------------------------------------------------------------------------------------------------------------------
Merrill Lynch Multi-State Municipal Affirmative vote of a Affirmative vote of a Affirmative vote of
Series Trust majority of the shares majority of the shares of two-thirds of the
of each Series each Series represented at outstanding shares of
represented at the the Meeting each Series
Meeting
- -------------------------------------------------------------------------------------------------------------------------
Merrill Lynch World Income Fund, Inc. Affirmative vote of a Affirmative vote of a Affirmative vote of a
majority of votes cast majority of votes cast majority of the
outstanding shares
- -------------------------------------------------------------------------------------------------------------------------
If, by the time scheduled for a Meeting, a quorum of the shareholders is
not present or if a quorum is present but sufficient votes to take action with
respect to the proposals are not received from the shareholders, the persons
named as proxies may propose one or more adjournments of the Meetings to
permit further solicitation of proxies from shareholders. Any such adjournment
will require the affirmative vote of a majority of the shares of the Fund
present in person or by proxy and entitled to vote at the session of the
Meeting to be adjourned.
The persons named as proxies will vote in favor of any such adjournment
if they determine that adjournment and additional solicitation are reasonable
and in the best interests of the Fund's shareholders.
All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meetings or any adjournment
thereof in accordance with the directions on the proxies; if no direction is
indicated, the shares will be voted:
1) "FOR" the election of the Fund's Board Member nominees;
2) "FOR" the ratification of the selection of Deloitte & Touche LLP as
independent auditors; and
3) "FOR" the approval of a charter amendment permitting the Board to
reorganize the Fund into a master/feeder structure.
In order to obtain the necessary quorum at the Meetings, supplementary
solicitations may be made by mail, telephone, telegraph or personal interview
by officers of the Funds. The Funds have retained Shareholder Communications
Corporation to aid in the solicitation of proxies, at an aggregate cost to be
allocated among the Funds of approximately $__________, plus out-of-pocket
expenses.
Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), holding shares of each Fund in "street name" for the
benefit of their customers and clients, will request the instructions of such
customers and clients on how to vote their shares on each Item before the
Meeting. The Funds understand that, under the rules of the New York Stock
Exchange, such broker-dealer firms may, without instructions from their
customers and clients, grant authority to the proxies designated to vote on
the election of Board Members (Item 1), the ratification of the selection of
independent auditors (Item 2) and the proposed charter amendment (Item 3), if
no instructions have been received prior to the date specified in the
broker-dealer firm's request for voting instructions. The Fund will include
shares held of record by broker-dealers as to which such authority has been
granted in its tabulation of the total number of shares present for purposes
of determining whether the necessary quorum of shareholders exists. Proxies
that are returned but that are marked "abstain" or on which a broker-dealer
has declined to vote on any proposal ("broker non-votes") will be counted as
present for the purposes of a quorum. MLPF&S has advised each Fund that it
intends to vote shares held in its name for which no instructions have been
received except as limited by agreement or applicable law, on Item 1, Item 2
and Item 3 in the same proportion as the votes received from beneficial owners
of those shares for which instructions have been received, whether or not held
in nominee name. Abstentions and broker non-votes will not be counted as votes
cast. Therefore, abstentions and broker non-votes will not have an effect on
the vote on Item 1 and Item 2 for World Income Fund. Abstentions and broker
non-votes will have the same effect as a vote against Item 3 for World Income
Fund and Items 1, 2 and 3 for each Trust.
Address of Investment Adviser
The principal office of the Investment Adviser is located at 800 Scudders
Mill Road, Plainsboro, New Jersey 08536.
Annual Report Delivery
Each Fund will furnish, without charge, a copy of its annual report for
the Fund's last fiscal year and a copy of its most recent semi-annual report
to any shareholder upon request. Such requests should be directed to the
attention of the Secretary of the applicable Fund, P.O. Box 9011, Princeton,
New Jersey 08543-9011, or to 1-800-456-4587 ext. 123.
Shareholders' Meetings
The charters of the Funds do not require that the Funds hold annual
meetings of shareholders. Each Fund will be required, however, to call special
meetings of shareholders in accordance with the requirements of the Investment
Company Act to seek approval of new management and advisory arrangements or of
a change in the fundamental policies, objectives or restrictions of the Fund.
Each Fund also would be required to hold a shareholders' meeting to elect new
Board Members at such time as less than a majority of the Board Members
holding office have been elected by shareholders. The by-laws of World Income
Fund provide that a shareholders' meeting may be called at any time by a
majority of the Board Members, the President, or on the written request of the
holders of at least 25% of the outstanding shares of World Income Fund
entitled to vote at such meeting. The charter of Growth Fund provides that a
shareholders' meeting may be called at any time by a majority of the Board
Members and shall be called by any Board Member upon written request of
shareholders holding in the aggregate not less than 10% of the outstanding
shares of such Fund having voting rights. The charter of each Series Trust
provides that a shareholders' meeting may be called at any time by a majority
of the Board Members and shall be called by any Board Member upon written
request of shareholders of any Series holding in the aggregate not less than
10% of the outstanding shares of such Series having voting rights.
Shareholder Proposals
A shareholder proposal intended to be presented at any subsequent meeting
of the shareholders of a Fund must be received by that Fund in a reasonable
time before the applicable Board's solicitation relating to such meeting is to
be made in order to be considered in that Fund's proxy statement and form of
proxy relating to such meeting.
By Order of the Boards of Trustees
Alice A. Pellegrino
Secretary of Merrill Lynch
California Municipal Series
Trust, Merrill Lynch Multi-State
Limited Maturity Municipal Series
Trust and Merrill Lynch
Multi-State Municipal Series
Trust
Robert Harris
Secretary of Merrill Lynch World
Income Fund, Inc.
Lori A. Martin
Secretary of Merrill Lynch Growth
Fund
Dated: November __, 2000
EXHIBIT A
INFORMATION PERTAINING TO EACH FUND
General Information Pertaining to the Funds
Defined Term Fiscal
Sometimes Used in Year State of Meeting
Fund this Exhibit A End Organization Time
- ------------------------------------------------- ----------------- ------ ------------ -------
Merrill Lynch California Municipal Series
Trust*....................................... ML California 8/31 MA 9:00 a.m.
Merrill Lynch Growth Fund......................... ML Growth 10/31 MA 9:30 a.m.
Merrill Lynch Multi-State Limited Maturity
Municipal Series Trust** ML Limited Maturity 7/31 MA 10:00 a.m.
Merrill Lynch Multi-State Municipal Series
Trust***..................................... ML Multi-State 7/31+ MA 10:30 a.m.
Merrill Lynch World Income Fund, Inc.............. ML World Income 12/31 MD 11:00 a.m.
- ---------
* Consists of two series: Merrill Lynch California Municipal Bond Fund ("CA
Muni Bond") and Merrill Lynch California Insured Municipal Bond Fund ("CA
Ins Muni Bond").
** Consists of two series: Merrill Lynch California Limited Maturity
Municipal Bond Fund ("CA Ltd Maturity") and Merrill Lynch Florida Limited
Maturity Municipal Bond Fund ("FL Ltd Maturity").
*** Consists of 17 series: Merrill Lynch Arizona Municipal Bond Fund ("AZ
Muni Bond"); Merrill Lynch Arkansas Municipal Bond Fund ("AK Muni Bond");
Merrill Lynch Colorado Municipal Bond Fund ("CO Muni Bond"); Merrill
Lynch Connecticut Municipal Bond Fund ("CT Muni Bond"); Merrill Lynch
Florida Municipal Bond Fund ("FL Muni Bond"); Merrill Lynch Maryland
Municipal Bond Fund ("MD Muni Bond"); Merrill Lynch Massachusetts
Municipal Bond Fund ("MA Muni Bond"); Merrill Lynch Michigan Municipal
Bond Fund ("MI Muni Bond"); Merrill Lynch Minnesota Municipal Bond Fund
("MN Muni Bond"); Merrill Lynch New Jersey Municipal Bond Fund ("NJ Muni
Bond"); Merrill Lynch New Mexico Municipal Bond Fund ("NM Muni Bond");
Merrill Lynch New York Municipal Bond Fund ("NY Muni Bond"); Merrill
Lynch North Carolina Municipal Bond Fund ("NC Muni Bond"); Merrill Lynch
Ohio Municipal Bond Fund ("OH Muni Bond"); Merrill Lynch Oregon Municipal
Bond Fund ("OR Muni Bond"); Merrill Lynch Pennsylvania Municipal Bond
Fund ("PA Muni Bond"); and Merrill Lynch Texas Municipal Bond Fund ("TX
Muni Bond").
+ For all Series of ML Multi-State except for NY Muni Bond, which has a
fiscal year end of 9/30.
Shares of Common
Stock Outstanding
as of the Record
Fund Date
- ---- -----------------
Merrill Lynch California Municipal Series Trust
CA Ins Muni Bond...................................................
CA Muni Bond.......................................................
Merrill Lynch Growth Fund...............................................
Merrill Lynch Multi-State Limited Maturity Municipal Series Trust
CA Ltd Maturity
FL Ltd Maturity
Merrill Lynch Multi-State Municipal Series Trust
AZ Muni Bond.......................................................
AK Muni Bond.......................................................
CO Muni Bond.......................................................
CT Muni Bond.......................................................
FL Muni Bond.......................................................
MD Muni Bond.......................................................
MA Muni Bond.......................................................
MI Muni Bond.......................................................
MN Muni Bond.......................................................
NJ Muni Bond.......................................................
NM Muni Bond.......................................................
NY Muni Bond.......................................................
NC Muni Bond.......................................................
OH Muni Bond.......................................................
OR Muni Bond.......................................................
PA Muni Bond.......................................................
TX Muni Bond.......................................................
Merrill Lynch World Income Fund, Inc....................................
Except as set forth below, as of the Record Date, no person is a
beneficial owner of more than five percent of the shares of any Fund or any
Series, as applicable.
Shares of Common Stock
Beneficially Owned as of the
Record Date
Name and Address of ---------------------------------
Name of Fund/Series Beneficial Owner Number Percent of Total
- ------------------- ------------------- ------ ----------------
Information Pertaining to Board Member Nominees
As of the Record Date, none of the Board Member nominees held shares of
the Funds except as set forth in the table below:
Nominee Fund/Series and Class No. of Shares Held
- ----------------- --------------------- ------------------
Set forth below is information about the year in which each nominee
became a Board Member for the Funds on whose Board he or she serves.
Fund Bodurtha Glenn London May Perold Ramo* Zeikel
- ---- -------- ----- ------ --- ------ ----- ------
ML California............. 1995 1999 1987 1987 1985 N/A 1985
ML Growth................. 1995 1999 1987 1987 1987 N/A 1987
ML Limited Maturity 1995 1999 1993 1993 1993 N/A 1993
ML Multi-State............ 1995 1999 1987 1987 1985 N/A 1985
ML World Income........... 1995 1999 1988 1988 1988 N/A 1988
- ---------
* Ms. Ramo is not currently a Board Member of any of the Funds.
Set forth in the table below is information regarding Board and committee
meetings held, and the aggregate fees and expenses paid by each Fund to
non-affiliated Board Members during each Fund's most recently completed fiscal
year.
Board
----------------------------------------
Number of Per Number of Per Aggregate
Meetings Annual Meeting Meetings Meeting Fees and
Fund Held* Fee** Fee*** Held* Fee*** Expenses
- ---- ----- ----- ------ ----- ------ --------
ML California............ 5 $ 7,927 $ 698 4 $ $45,683
ML Growth................ 5 $18,400 $ 340 4 $ $45,626
ML Limited Maturity 4 $ $ 4 $ $30,283
ML Multi-State........... 4 $16,332 $ 5,930 4 $ $96,870
ML World Income.......... 5 $ 6,000 $ 750 4 $ $45,568
- ---------
* Includes meetings held via teleconferencing equipment.
** Each non-affiliated Board Member receives an aggregate annual retainer
of $100,000 for his or her services to certain MLIM/FAM-advised funds.
The portion of the annual retainer allocated to each MLIM/FAM-advised
fund is determined quarterly based on the relative net assets of each
such fund.
*** The fee is payable for each meeting attended in person. No fee is paid
for telephonic meetings. The annual per meeting fees paid to each
non-affiliated Board Member aggregate $60,000 for all MLIM/FAM-advised
funds for which that Board Member serves and are allocated equally
among those funds.
Set forth in the table below is information regarding compensation paid
by each Fund to the non-affiliated Board Members during each Fund's
most-recently completed fiscal year.
Compensation Paid by Each Fund*
--------------------------------------------------------
Fund Bodurtha Glenn London May Perold Ramo** Zeikel
- ---- -------- ----- ------ --- ------ ------ ------
ML California........ $10,072 $0 $10,072 $10,072 $10,072 $0 $0
ML Growth............ $20,190 $0 $20,190 $20,190 $20,190 $0 $0
ML Limited Maturity $ $0 $ $ $ $0 $0
ML Multi-State....... $29,693 $0 $29,693 $29,693 $29,693 $0 $0
ML World Income...... $ 9,000 $0 $ 9,000 $ 9,000 $ 9,000 $0 $0
- ---------
* No pension or retirement benefits are accrued as part of Fund expenses. **
Ms. Ramo is not currently a Board Member of any of the Funds.
Set forth in the table below is information regarding the aggregate
compensation paid by all MLIM/FAM-advised funds to the non-affiliated Board
Members for the year ended December 31, 1999.
Aggregate Compensation Paid to
Board Members by
Name of Non-Affiliated Board Member MLIM/FAM Advised Funds (1)
- ----------------------------------- --------------------------
James H. Bodurtha............................... $133,500
Herbert I. London............................... $133,500
Joseph L. May................................... $133,500
Andre F. Perold................................. $133,250
Roberta Cooper Ramo............................. None(2)
- --------------
(1) The non-affiliated Board Members serve on the boards of MLIM/FAM-advised
funds as follows: Mr. Bodurtha (32 registered investment companies
consisting of 44 portfolios); Mr. London (32 registered investment
companies consisting of 44 portfolios); Mr. May (32 registered investment
companies consisting of 44 portfolios); Mr. Perold (32 registered
investment companies consisting of 44 portfolios); and Ms. Ramo (26
registered investment companies consisting of 20 portfolios).
(2) Ms. Ramo was appointed a Board Member of certain MLIM/FAM-advised funds
on December 15, 1999. She received no compensation from MLIM/FAM-advised
funds for the year ended December 31, 1999.
Information Pertaining to Officers
Name Age Principal Occupation During Past Five Years
- ---- --- -------------------------------------------
Terry K. Glenn............. 60 Executive Vice President of MLIM and FAM
since 1983; Executive Vice President and
Director of Princeton Services since
1993; President of FAMD since 1986 and
Director thereof since 1991; President of
Princeton Administrators, L.P. since
1988.
Robert C. Doll, Jr......... 45 Senior Vice President of MLIM and FAM
since 1999, Senior Vice President of
Princeton Services since 1999; Chief
Investment Officer of Oppenheimer Funds,
Inc. in 1999 and Executive Vice President
thereof from 1991 to 1999.
Donald C. Burke........... 40 First Vice President of Treasury since
2000; Senior Vice President and Treasurer
of MLIM and FAM from 1999 to 2000; Senior
Vice President and Treasurer of Princeton
Services since 1999; Vice President of
FAMD since 1999; First Vice President of
MLIM from 1997 to 1999; Vice President of
MLIM from 1990 to 1997; Director of
Taxation of MLIM since 1990.
Vincent R. Giordano........ 54 Senior Vice President of FAM and MLIM
since 1984; Portfolio Manager of FAM and
MLIM since 1977; Senior Vice President of
Princeton Services since 1993.
Joseph T. Monagle, Jr...... 51 Senior Vice President of MLIM and FAM
since 1990; Department Head of the Global
Fixed Income Division of MLIM and FAM
since 1997; Senior Vice President of
Princeton Services since 1993.
Steven I. Silverman........ 50 First Vice President of MLIM since 1997;
Senior Portfolio Manager at MLIM since
1983; Vice President of MLIM from 1983 to
1997.
Robert Harris............. 47 First Vice President of MLIM since 1997;
Vice President of MLIM from 1984 to 1997;
attorney associated with MLIM since 1980;
Secretary of FAM since 1982.
Kenneth A. Jacob 48 First Vice President of MLIM since 1997;
Vice President of MLIM from 1984 to 1997;
Vice President of FAM since 1984.
Vincent T. Lathbury, III 59 First Vive President
of MLIM since 1997; Vice President of
MLIM from 1982 to 1997; Portfolio Manager
of MLIM since 1982.
Edward Andrews 40 Vice President of MLIM since 1991;
investment officer in the Private Banking
Division of Citibank, N.A. from 1982 to
1991.
William R. Bock............ 63 Vice President of MLIM since 1989.
Robert A. DiMella, CFA..... 32 Vice President of MLIM since 1997;
Assistant Vice President of MLIM from
1995 to 1997; Assistant Portfolio Manager
of MLIM from 1993 to 1995.
Michael Kalinoski.......... 29 Vice President and Portfolio Manager of
MLIM since 1999; head Municipal Bond
Trader with Strong Funds from 1996 to
1999 and a member of the municipal bond
investment team of Strong Funds from 1993
to 1996.
Lori A. Martin............. 38 Vice President of MLIM since 1998;
Attorney in private practice from 1989 to
1998.
Alice A. Pellegrino........ 40 Vice President of MLIM since 1999;
Attorney associated with MLIM since 1997;
Associate with Kirkpatrick & Lockhart LLP
from 1992 to 1997.
Roberto W. Roffo........... 33 Vice President of MLIM since 1996;
Portfolio Manager with MLIM since 1992.
Fred K. Steube............. 48 Vice President of MLIM since 1989.
Robert D. Sneeden.......... 46 Assistant Vice President and Portfolio
Manager of MLIM since 1994; Vice
President of Lehman Brothers from 1990 to
1994.
Theodore R. Jaeckel, Jr.... 38 Director (Municipal Tax-Exempt Fund
Management) of MLIM since 1997; Vice
President of MLIM since 1991.
Walter O'Connor............ 37 Director (Municipal Tax-Exempt) of MLIM
since 1997; Vice President of MLIM from
1993 to 1997.
Set forth in the table below are the names of the officers of each Fund, and
the years in which they were first elected to their respective offices.
Merrill Lynch Merrill Lynch
California Multi-State Limited Merrill Lynch
Municipal Series Merrill Lynch Maturity Municipal Multi-State Municipal
Name Office Trust Growth Fund Series Trust Series Trust
- ---- ------ ----- ----------- ------------ ------------
Terry K. Glenn President 1985* 1987* 1993*** 1985****
Robert C. Doll Senior Vice President -- 1999 --
Vincent R. Giordano Senior Vice President 1985 1993 1985
Donald C. Burke Vice President 1993 1994 1993 1993
Treasurer 1999 1999 1999 1999
Vincent T. Lathbury, III Senior Vice President -- -- -- --
Joseph T. Monagle Senior Vice President -- -- -- --
Steven I. Silverman Senior Vice President -- 1999 -- --
Kenneth A. Jacob Vice President 1986 1993 1986
Edward J. Andrews Vice President -- -- [1995] --
Walter O'Connor Vice President -- -- -- 1998
William R. Bock Vice President -- -- -- 1997
Robert A. DiMella, CFA Vice President -- -- -- 1998
Michael Kalinoski Vice President -- -- -- 1999
Roberto W. Roffo Vice President -- -- -- 1998
Robert D. Sneeden Vice President -- -- -- 1997
Theodore R. Jaeckel, Jr. Vice President -- -- -- 1997
Robert C. Harris Secretary -- -- -- --
Lori A. Martin Secretary -- 1999 -- --
Alice A. Pellegrino Secretary 1999 -- 1999 1999
(table continued)
Merrill Lynch
World Income
Name Office Fund, Inc.
- ---- ------ ----------
Terry K. Glenn President 1988*****
Robert C. Doll Senior Vice President 2000
Vincent R. Giordano Senior Vice President --
Donald C. Burke Vice President 1993
Treasurer 1999
Vincent T. Lathbury, III Senior Vice President 1998
Joseph T. Monagle Senior Vice President 1997
Steven I. Silverman Senior Vice President --
Kenneth A. Jacob Vice President --
Edward J. Andrews Vice President --
Walter O'Connor Vice President --
William R. Bock Vice President --
Robert A. DiMella, CFA Vice President --
Michael Kalinoski Vice President --
Roberto W. Roffo Vice President
Robert D. Sneeden Vice President --
Theodore R. Jaeckel, Jr. Vice President --
Robert C. Harris Secretary 1999
Lori A. Martin Secretary --
Alice A. Pellegrino Secretary --
- ---------
* Mr. Glenn was elected President of ML California in 1999. From 1985 to
1999, he served as Executive Vice President of ML California.
** Mr. Glenn was elected President of ML Growth in 1999. From 1987 to 1999,
he served as Executive Vice President of ML Growth.
*** Mr. Glenn was elected President of ML Limited Maturity in 1999. From
1993 to 1999, he served as Executive Vice President of ML Limited
Maturity.
**** Mr. Glenn was elected President of ML Multi-State in 1999. From 1985 to
1999, he served as Executive Vice President of ML Multi-State.
***** Mr. Glenn was elected President of ML World Income in 1999. From 1988 to
1999, he served as Executive Vice President of ML World Income.
EXHIBIT B
MERRILL LYNCH WORLD INCOME FUND, INC.
FORM OF ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
MERRILL LYNCH WORLD INCOME FUND, INC., a Maryland corporation (the
"Corporation"), does hereby certify to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The charter of the Corporation is hereby amended by deleting
Article III, Section (2) in its entirety and inserting the following in lieu
thereof:
"(2) To hold, invest and reinvest its assets in securities, and
in connection therewith, without limiting the foregoing, to hold
part or all of its assets (a) in cash and/or (b) in shares of or
beneficial interests in another corporation known in the
investment company industry as a master fund in a master/feeder
structure, which corporation holds securities and other assets
for investment purposes (the "Master Fund")."
SECOND: The charter of the Corporation is hereby further amended by
adding the following provision as Article III, Section (5), and renumbering
Article III, Section (5) thereof as Article III, Section (6):
"(5) To transfer all or substantially all the assets of the
Corporation (or the assets of any series thereof) to the Master
Fund, in exchange for shares of or beneficial interests in the
Master Fund or for such other consideration as permitted by the
General Laws of the State of Maryland and the Investment Company
Act of 1940, as amended (all without the vote or consent of the
stockholders of the Corporation), and all such actions,
regardless of the frequency with which they are pursued, shall be
deemed in furtherance of the ordinary, usual and customary
business of the Corporation."
THIRD: The charter of the Corporation is hereby further amended by
deleting Article V, Section (4) in its entirety and inserting the following in
lieu thereof:
"(4) Unless otherwise expressly provided in the charter of the
Corporation, including those matters set forth in Article III,
Sections (2), (4) and (5) hereof and including any Articles
Supplementary creating any class or series of capital stock, on
each matter submitted to a vote of stockholders, each holder of a
share of capital stock of the Corporation shall be entitled to
one vote for each share standing in such holder's name on the
books of the Corporation, irrespective of the class or series
thereof, and all shares of all classes and series shall vote
together as a single class; provided, however, that (a) as to any
matter with respect to which a separate vote of any class or
series is required by the Investment Company Act of 1940, as
amended, and in effect from time to time, or any rules,
regulations or orders issued thereunder, or by the Maryland
General Corporation Law, such requirement as to a separate vote
by that class or series shall apply in lieu of a general vote of
all classes and series as described above, (b) in the event that
the separate vote requirements referred to in (a) above apply
with respect to one or more classes or series, then, subject to
paragraph (c) below, the shares of all other classes and series
not entitled to a separate class vote shall vote as a single
class, (c) as to any matter which does not affect the interest of
a particular class or series, such class or series shall not be
entitled to any vote and only the holders of shares of the
affected classes and series, if any, shall be entitled to vote
and (d) the shares of capital stock of the Corporation shall have
no voting rights in connection with the transfer of all or
substantially all the assets of the Corporation (or the assets of
any series thereof) to the Master Fund in exchange for shares of
or beneficial interests in such Master Fund or for such other
consideration as permitted by Maryland General Corporation Law
and the Investment Company Act of 1940, as amended."
FOURTH: The charter of the Corporation is hereby further amended by
adding the following provision as Article VI, Section (7):
"(7) Notwithstanding any other provision of these Articles of
Incorporation or the By-Laws of the Corporation, or the General
Laws of the State of Maryland, the transfer of all or
substantially all of the assets of the Corporation (or the assets
of any series thereof) to the Master Fund shall be deemed to be
in the ordinary course of business of the Corporation, and the
Board of Directors of the Corporation is vested with the sole
power, to the exclusion of the stockholders, upon the affirmative
vote of the majority of the entire Board of Directors, to
transfer all or substantially all the assets of the Corporation
(or the assets of any series thereof) to the Master Fund in
exchange for shares of or beneficial interests in such Master
Fund or for such other consideration as permitted by the General
Laws of the State of Maryland and the Investment Company Act of
1940, as amended."
FIFTH: These Articles of Amendment have been advised by a majority of the
entire Board of Directors of the Corporation and approved by a majority of the
votes entitled to be cast by holders of the capital stock of the Corporation.
SIXTH: The authorized capital stock of the Corporation has not been
increased by these Articles of Amendment.
SEVENTH: Except as amended hereby, the Corporation's charter shall remain
in full force and effect.
IN WITNESS WHEREOF, MERRILL LYNCH WORLD INCOME FUND, INC. has caused
these Articles of Amendment to be signed in its name and on its behalf by its
Vice President and attested by its Secretary on the day of , 200__.
Merrill Lynch World Income Fund, Inc.
By:______________________________________
Vice President
Attest:
- -------------------------
Secretary
THE UNDERSIGNED, Vice President of Merrill Lynch World Income Fund, Inc.,
who executed on behalf of said Corporation the foregoing Articles of
Amendment, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said Corporation, the foregoing Articles of
Amendment to be the corporate act of said Corporation and further certifies
that, to the best of his knowledge, information and belief, the matters and
facts set forth therein with respect to the authorization and approval thereof
are true in all material respects, and that this statement is made under the
penalties for perjury.
--------------------------------------
Vice President
OPEN-END FUNDS
MASSACHUSETTS BUSINESS TRUSTS
[Name of Fund]
CERTIFICATION OF AMENDMENT TO DECLARATION OF TRUST
The undersigned, constituting at least a majority of the Trustees of
[Name of Fund] (the "Trust"), a business trust organized under the laws of
Massachusetts, pursuant to the Declaration of Trust of the Trust dated the
day of , , as
amended (the "Declaration"), do hereby certify that the Trustees of the Trust
have duly adopted the following amendment, as approved by the holders of at
least [two-thirds] [a majority] of the outstanding shares of the Trust, to the
Declaration:
VOTED: That Section 3.2 of Article III of the Declaration be, and it
hereby is amended so that, as amended, it shall read as follows:
3.2. Investments. The Trustees shall have power, subject to the
Fundamental Policies, to:
(a) conduct, operate and carry on the business of an investment
company;
(b) subscribe for, invest in, reinvest in, purchase or
otherwise acquire, hold, pledge, sell, assign, transfer, exchange,
distribute or otherwise deal in or dispose of negotiable or
nonnegotiable instruments, obligations, evidences of indebtedness,
certificates of deposit or indebtedness, commercial paper,
repurchase agreements, reverse repurchase agreements, options,
futures contracts, options on futures contracts and other
investments, including, without limitation, those issued, guaranteed
or sponsored by any state, territory or possession of the United
States and the District of Columbia and their political
subdivisions, agencies and instrumentalities, or by the United
States Government or its agencies or instrumentalities, or
international instrumentalities, or by any bank, savings
institution, corporation or other business entity organized under
the laws of the United States and, to the extent provided in the
Prospectus and not prohibited by the Fundamental Policies, organized
under foreign laws; and to exercise any and all rights, powers and
privileges of ownership or interest in respect of any and all such
investments of every kind and description, including, without
limitation, the right to consent and otherwise act with respect
thereto, with power to designate one or more persons, firms,
associations or corporations to exercise any of said rights, powers
and privileges in respect of any of said instruments; and the
Trustees shall be deemed to have the foregoing powers with respect
to any additional securities in which [the Trust] [any Series of the
Trust] may invest should the investment policies set forth in the
Prospectus or the Fundamental Policies be amended.
(c) The Trustees shall not be limited to investing in
obligations maturing before the possible termination of the Trust,
nor shall the Trustees be limited by any law limiting the
investments which may be made by fiduciaries.
(d) Notwithstanding any other provision of this Declaration to
the contrary, the Trustees shall have the power in their discretion
without any requirement of approval by Shareholders to either invest
all or a portion of the Trust Property in, sell all or a portion of
the Trust Property and invest the proceeds of such sales in, or
transfer all or a portion of the Trust Property to one or more
investment companies to the extent not prohibited by the 1940 Act
and any exemptive orders granted under the 1940 Act.
INWITNESS WHEREOF, the undersigned have executed this Amendment this day
of , 2000.
- -------------------------- ---------------------------
[Name] [Name]
- -------------------------- ---------------------------
[Name] [Name]
- -------------------------- ---------------------------
[Name] [Name]
- -------------------------- ---------------------------
[Name] [Name]
The Declaration, a copy of which is on file in the office of the
Secretary of the Commonwealth of Massachusetts, provides that the name "[Name
of Fund]" refers to the Trustees under the Declaration collectively as
trustees, but not as individuals or personally; and no Trustee, shareholder,
officer, employee or agent of the Trust shall be held to any personal
liability, nor shall resort be had to their private property for the
satisfaction of any obligation or claim or otherwise in connection with the
affairs of the Trust but the Trust Property only shall be liable.
MERRILL LYNCH INVESTMENT MANAGERS Sign, Date, and Return the Proxy Card 4800
DEER LAKE DRIVE EAST Promptly Using the Enclosed Envelope JACKSONVILLE,
FLORIDA 32246-6484
To vote by Telephone
1) Read the Proxy Statement and have
the proxy card below at hand.
2) Call 1-800-___-____.
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 Card Front]
COMMON STOCK
MERRILL LYNCH WORLD INCOME FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
PROXY
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints __________, __________ and __________ as
proxies, each with the power to appoint his or her substitute, as applicable,
and hereby authorizes each of them to represent and to vote, as designated on
the reverse hereof, all of the shares of Common Stock of Merrill Lynch World
Income Fund, Inc. (the "Fund") held of record by the undersigned on October
30, 2000 at the Meeting of Stockholders of the Fund to be held on December 21,
2000, or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner herein
directed by the undersigned stockholder. If no direction is made, this proxy
will be voted "for" items 1, 2 and 3.
By signing and dating the reverse side of this card, you authorize the
proxies to vote each proposal as marked, or if not marked, to vote "FOR" each
proposal, and to use their discretion to vote for any other matter as may
properly come before the meeting or any adjournment thereof. If you do not
intend to personally attend the meeting, please complete and return the card
at once in the enclosed envelope.
(Continued and to be signed on the reverse side)
[Proxy Card Reverse]
Please mark boxes /X/ or [X] in blue or black ink.
1. ELECTION OF DIRECTORS
/_/ FOR all nominees listed /_/ WITHHOLD AUTHORITY to vote
below (except as marked to for all nominees listed below
the contrary below)
(INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list
below.)
James H. Bodurtha, Terry K. Glenn, Herbert I. London, Joseph L.
May, Andre F. Perold, Roberta Cooper Ramo, and Arthur Zeikel.
2. To consider and act upon a proposal to ratify the selection of
Deloitte & Touche LLP to serve as independent auditors of the Fund
for its current fiscal year.
FOR /_/ AGAINST /_/ ABSTAIN /_/
3. To consider and act upon a proposal to amend the Fund's charter to
permit the Board of Directors to reorganize the Fund into a
master/feeder structure.
FOR /_/ AGAINST /_/ ABSTAIN /_/
4. In the discretion of such proxies, upon such other business as
properly may come before the meeting or any adjournment thereof.
Please sign exactly as name
appears hereon. When shares are
held by joint tenants, both
should sign. When signing as
attorney or as executor,
administrator, trustee or
guardian, please give full title
as such. If a corporation,
please sign in full corporate
name by president or other
authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
Dated:__________________________
X_______________________________
Signature
X_______________________________
Signature, if held jointly
Sign, Date, and Return the Proxy Card Promptly Using the Enclosed Envelope.
[Proxy Card Front]
SHARES OF BENEFICIAL INTEREST
[NAME OF MASSACHUSETTS BUSINESS TRUST]
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
PROXY
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints __________, __________ and __________ as
proxies, each with the power to appoint his or her substitute, as applicable,
and hereby authorizes each of them to represent and to vote, as designated on
the reverse hereof, all of the shares of beneficial interest of [NAME OF
MASSACHUSETTS BUSINESS TRUST] (the "Fund") held of record by the undersigned
on October 30, 2000 at the Meeting of Shareholders of the Fund to be held on
December 21, 2000, or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner herein
directed by the undersigned stockholder. If no direction is made, this proxy
will be voted "for" items 1, 2 and 3.
By signing and dating the reverse side of this card, you authorize the
proxies to vote each proposal as marked, or if not marked, to vote "FOR" each
proposal, and to use their discretion to vote for any other matter as may
properly come before the meeting or any adjournment thereof. If you do not
intend to personally attend the meeting, please complete and return the card
at once in the enclosed envelope.
(Continued and to be signed on the reverse side)
[Proxy Card Reverse]
Please mark boxes /X/ or [X] in blue or black ink.
1. ELECTION OF TRUSTEES
/_/ FOR all nominees listed /_/ WITHHOLD AUTHORITY to vote for
below (except as marked to all nominees listed below
the contrary below)
(INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list
below.)
James H. Bodurtha, Terry K. Glenn, Herbert I. London, Joseph L. May,
Andre F. Perold, Roberta Cooper Ramo, and Arthur Zeikel.
2. To consider and act upon a proposal to ratify the selection of
Deloitte & Touche LLP to serve as independent auditors of the Fund
for its current fiscal year.
FOR /_/ AGAINST /_/ ABSTAIN /_/
3. To consider and act upon a proposal to amend the Fund's charter to
permit the Board of Trustees to reorganize the Fund into a
master/feeder structure.
FOR /_/ AGAINST /_/ ABSTAIN /_/
4. In the discretion of such proxies, upon such other business as
properly may come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by
joint tenants, both should sign.
When signing as attorney or as
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign
in full corporate name by president
or other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
Dated:__________________________
X_______________________________
Signature
X_______________________________
Signature, if held jointly
Sign, Date, and Return the Proxy Card Promptly Using the Enclosed Envelope.