- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/x/ Definitive proxy statement
/x/ Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
------------------------

THE CORPORATE FUND ACCUMULATION PROGRAM, INC.
(Name of Registrant as Specified in Its Charter)
------------------------

THE CORPORATE FUND ACCUMULATION PROGRAM, INC.
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

/ / $125 per Exchange Act rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a6(j)(2).

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transactions applies:
_______________________________________________________________

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
_______________________________________________________________

(4) Proposed maximum aggregate value of transaction:
_______________________________________________________________

/x/ 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:

$125
_______________________________________________________________

(2) Form, schedule or registration statement no.:

811-2642
_______________________________________________________________

(3) Filing party:

The Corporate Fund Accumulation Program, Inc.
_______________________________________________________________

(4) Date filed:

12/22/93
_______________________________________________________________

- ------------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

THE CORPORATE FUND ACCUMULATION PROGRAM, INC.
POST OFFICE BOX 9011
PRINCETON, NEW JERSEY 08543-9011

------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

------------------------

FEBRUARY 25, 1994

TO THE STOCKHOLDERS OF
THE CORPORATE FUND ACCUMULATION PROGRAM, INC.

Notice is hereby given that the Annual Meeting of Stockholders (the
'Meeting') of The Corporate Fund Accumulation Program, Inc. (the 'Fund') will be
held at the offices of Merrill Lynch Asset Management, 800 Scudders Mill Road,
Plainsboro, New Jersey on Friday, February 25, 1994 at 11:00 a.m., for the
following purposes:

(1) To elect six directors to serve until their successors are elected
and qualified;

(2) To ratify or reject the selection of Deloitte & Touche as
independent accountants of the Fund for its fiscal year ending December 31,
1994;

(3) To consider and act upon the proposal to amend the Fund's
investment restrictions to require that no more than 25% of the Fund's
total assets be invested in any one industry;

(4) To consider and act upon the proposal to amend the Fund's
investment restrictions to permit the Fund to lend up to 33 1/3% of its
portfolio securities pursuant to guidelines adopted by the Fund's Board of
Directors; and

(5) To transact such other business as may properly come before the
Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on December 20, 1993
as the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting or any adjournment thereof.

A complete list of the stockholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholders of the
Fund for any purpose germane to the Meeting during ordinary business hours from
and after February 11, 1994, at the office of the Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey.

You are cordially invited to attend the Meeting. STOCKHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO COMPLETE, DATE AND SIGN
THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR
THAT PURPOSE. The enclosed proxy is being solicited by the Board of Directors of
the Fund.

By Order of the Board of Directors

SUSAN B. BAKER
Secretary

Plainsboro, New Jersey
Dated: January 11, 1994

PROXY STATEMENT

THE CORPORATE FUND ACCUMULATION PROGRAM, INC.
POST OFFICE BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------

ANNUAL MEETING OF STOCKHOLDERS
------------------------

FEBRUARY 25, 1994

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Corporate Fund Accumulation Program,
Inc., a Maryland corporation (the 'Fund'), to be voted at the Annual Meeting of
Stockholders of the Fund (the 'Meeting'), to be held at the offices of Merrill
Lynch Asset Management ('MLAM'), 800 Scudders Mill Road, Plainsboro, New Jersey
08536 on Friday, February 25, 1994 at 11:00 a.m. The approximate mailing date of
this Proxy Statement is January 10, 1994.

All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, proxies
will be voted for the election of six directors, for the ratification of
Deloitte & Touche as independent accountants of the Fund, for the approval of
the amendment to the Fund's investment restriction regarding the Fund's policy
of investing 25% or more but less than 80% of the market value of its total
assets in the securities of issuers in the gas and electric public utilities
industries under certain conditions, and of investing 25% or more but less than
50% of the market value of its total assets in the securities of the bank, bank
holding company and finance industries under certain conditions, and for the
approval of the amendment to the Fund's investment restrictions to permit the
Fund to lend up to 33 1/3% of its portfolio securities pursuant to guidelines
adopted by the Fund's Board of Directors. Any proxy may be revoked at any time
prior to the exercise thereof by giving written notice to the Secretary of the
Fund. Abstentions will be included in the determination of the number of shares
present at the Meeting.

The Board of Directors has fixed the close of business on December 20, 1993
as the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting and at any adjournment thereof. Holders of Common
Stock on the record date will be entitled to one vote for each share held, with
no shares having cumulative voting rights. As of December 20, 1993, the Fund had
outstanding 4,812,530.250 shares of Common Stock. To the knowledge of the Fund's
management, no person owned beneficially more than 5% of the Fund's outstanding
shares as of such date.

Shares of the Fund are sold only to holders of Units of certain series of
Unit Investment Trusts in order to provide a means for the automatic
reinvestment of distributions of interest or dividend income and capital gains
and principal on such Units in shares of the Fund.

Management of the Fund knows of no business other than that mentioned in
Items 1 through 4 of the Notice of Meeting which will be presented for
consideration at the Meeting. If any other matter is properly presented, it is
the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment.

The Board of Directors recommends that the stockholders vote in favor of
each of the matters mentioned in Items 1 through 4 of the Notice of Meeting.

(1) ELECTION OF DIRECTORS

At the Meeting six directors will be elected to serve for an indefinite
term until their successors are elected and qualified. IT IS THE INTENTION OF
THE PERSONS NAMED IN THE ENCLOSED PROXY, IN THE ABSENCE OF CONTRARY
INSTRUCTIONS, TO NOMINATE AND VOTE IN FAVOR OF THE ELECTION OF THE PERSONS
LISTED BELOW. The election of each director will require a plurality of the
votes cast at the Meeting.

There normally will be no meeting of stockholders for the purpose of
electing directors unless and until such time as less than a majority of the
directors holding office have been elected by stockholders, at which time the
directors then in office will call a meeting of stockholders for the election of
directors.

Each nominee listed below has consented to being named in this Proxy
Statement and to serve or continue to serve as a director if elected. The Board
of Directors of the Fund knows of no reason why any of these nominees will be
unable to serve, but in the event of any such unavailability, the proxies
received will be voted for such substitute nominees as the Board of Directors
may recommend.

Certain information concerning the nominees is set forth below:

SHARES
PRINCIPAL OCCUPATION BENEFICIALLY
NAME AND ADDRESS DURING PAST FIVE YEARS DIRECTOR OWNED ON PERCENT
OF NOMINEE AND PUBLIC DIRECTORSHIPS AGE SINCE DECEMBER 20, 1993 OF CLASS
- ----------------------------------- ------------------------------------ ---- --------- ----------------- --------

Arthur Zeikel(1) President of MLAM since 1977; Chief 61 1977 -0- -0-
800 Scudders Mill Road Investment Officer thereof since
Plainsboro, New Jersey 08536 1976 and Director thereof from 1976
to 1993; President and Chief
Investment Officer of Fund Asset
Management ('FAM') since 1977 and
Director thereof from 1977 to 1993;
Director of Princeton Services, Inc.
('Princeton Services') since 1993;
an Executive Vice President of
Merrill Lynch & Co., Inc. since
1990; an Executive Vice President of
Merrill Lynch, Pierce, Fenner &
Smith Incorporated since 1990 and a
Senior Vice President from 1985 to
1990.

Ronald W. Forbes Professor of Finance, School of 53 1977 -0- -0-
School of Business, BA 309 Business, State University of New
State University of New York at York at Albany, since 1989 and
Albany Associate Professor prior thereto;
1400 Washington Avenue Member, Task Force on Municipal
Albany, New York 12222 Securities Markets, Twentieth
Century Fund.

Cynthia Montgomery Professor, Harvard Business School, 41 1993 -0- -0-
Harvard Business School since 1989; Associate Professor,
Soldiers Field Road J.L. Kellog Graduate School of
Boston, Massachusetts 02163 Management, Northwestern University,
from 1985 to 1989; Assistant
Professor, Graduate School of
Business Administration, The
University of Michigan, from 1979 to
1985; Director, UNUM Corporation.

Charles C. Reilly Adjunct Professor, Columbia 62 1991 -0- -0-
9 Hampton Harbor Road University Graduate School of
Hampton Bays, New York 11946 Business since 1990; Adjunct
Professor, Wharton School,
University of Pennsylvania during
1990; President and Chief Investment
Officer of Verus Capital Inc. from
1979 to 1990; Senior Vice President
of Arnhold and S. Bleichroeder, Inc.
from 1973 to 1990.

Kevin A. Ryan Professor of Education at Boston 61 1992 -0- -0-
127 Commonwealth Avenue University since 1982. Founder and
Chestnut Hill, Massachusetts 02167 current Director of The Boston
University Center for Advancement of
Ethics and Character. Formerly
taught on the faculties of the
University of Chicago, Stanford
University and The Ohio State
University.

Richard R. West Dean, from 1984 to 1993, and 55 1981 -0- -0-
482 Tepi Drive Professor of Finance, New York
Southbury, Connecticut 06488 University Leonard N. Stern School
of Business Administration since
1984; Professor of Finance at the
Amos Tuck School of Business
Administration, Dartmouth College,
from 1976 to 1984 and Dean from 1976
to 1983. Director, Vornado, Inc.
(real estate holding company), Bowne
& Co., Inc. (printer), Alexanders,
Inc. (department stores), and Smith
Corona Corporation (manufacturer of
typewriters and word processors).

- ------------------
(1) Director who is an 'interested person' of the Fund, as defined in the
Investment Company Act of 1940.

Committees and Board of Directors' meetings. The Board of Directors has a
standing Audit and Nominating Committee, which consists of the directors who are
not 'interested persons' of the Fund within the meaning of the Investment
Company Act of 1940. The purpose of the Audit and Nominating Committee is to
review (i) the scope of the annual audit conducted by the Fund's independent
certified public accountants, (ii) evaluation by such accountants of the
procedures followed by the Fund, and (iii) certain matters which, under the
Investment Company Act of 1940, require the approval of a majority of the
directors who are not interested persons of the Fund, and to recommend
candidates for election to the Board of Directors. It is also expected that the
Audit and Nominating Committee will review certain other matters, such as the
investment activity of the Fund, as the directors believe will improve the
efficiency of the Board of Directors.

During the Fund's fiscal year ended December 31, 1993, the Board of
Directors held four meetings and each director attended at least seventy-five
percent of the total number of these meetings. During the Fund's fiscal year
ended December 31, 1993, the Audit Committee held two meetings, and all of the
members of the committee attended the meetings.

Interested Person. The Fund considers one of its directors, Mr. Zeikel, to
be an 'interested person' of the Fund within the meaning of Section 2(a)(19) of
the Investment Company Act of 1940. Mr. Zeikel is the President of the Fund, the
President of MLAM and FAM and a Director of Princeton Services, the general
partner of MLAM and FAM.

Compensation. FAM, the Investment Adviser, or its affiliates, pays all
compensation of all officers and employees of the Fund and all directors of the
Fund who are affiliated with Merrill Lynch & Co., Inc. or its subsidiaries. The
Fund pays each other director an annual fee of $800 plus $400 per quarterly
meeting attended and an annual fee of $500 for serving on the Fund's Audit
Committee, except for the Chairman of the Audit Committee who receives an annual
fee of $1000, and pays all of the actual out-of-pocket expenses of such
4

directors relating to attendance at meetings. Such fees and expenses aggregated
$12,920 for the fiscal year ended December 31, 1993.

Merrill Lynch investment company directorships. FAM and MLAM act as the
investment adviser for over 90 registered investment companies. Each of the
nominees is a director or trustee of certain other investment companies for
which FAM or MLAM acts as investment adviser. Mr. Zeikel is a trustee or
director of each of these companies except for Merrill Lynch Series Fund, Inc.,
Merrill Lynch Institutional Intermediate Fund, Merrill Lynch Funds for
Institutions Series and Merrill Lynch Institutional Tax-Exempt Fund. Each of the
nominees is a director or trustee of Merrill Lynch Utility Income Fund, Inc.,
MuniVest Fund, Inc., MuniVest Fund II, Inc., Senior High Income Portfolio, Inc.,
Senior High Income Portfolio II, Inc., Taurus MuniCalifornia Holdings, Inc. and
Taurus MuniNew York Holdings, Inc. Messrs. Forbes, Reilly, Ryan and West are
trustees or directors of and Ms. Montgomery is nominated to be a trustee or
director of CMA Money Fund, CMA Tax-Exempt Fund, CMA Government Securities Fund,
CMA Multi-State Municipal Series Trust, CBA Money Fund, Merrill Lynch Strategic
Dividend Fund, Merrill Lynch Municipal Series Trust, Merrill Lynch Corporate
Bond Fund, Inc., Merrill Lynch Municipal Bond Fund, Inc., The Corporate Fund
Accumulation Program, Inc., The Municipal Fund Accumulation Program, Inc.,
Merrill Lynch Prime Fund, Inc., Merrill Lynch Global Utility Fund, Inc., Merrill
Lynch High Income Municipal Bond Fund, Inc., and Merrill Lynch Fund for
Tomorrow, Inc. In addition, Messrs. Reilly and West are directors of Merrill
Lynch Healthcare Fund, Inc., Merrill Lynch International Holdings, Inc., Merrill
Lynch Latin America Fund, Inc., Merrill Lynch Short-Term Global Income Fund,
Inc., Merrill Lynch Technology Fund, Inc., Merrill Lynch Global Bond Fund for
Investment and Retirement, Merrill Lynch Global Allocation Fund, Inc., Merrill
Lynch Pacific Fund, Inc., Merrill Lynch Developing Capital Markets Fund, Inc.,
Merrill Lynch EuroFund, Merrill Lynch Dragon Fund, Inc., Merrill Lynch
International Equity Fund, and Merrill Lynch Americas Income Find, Inc.

Officers of the Fund. Set forth below is information concerning each of the
officers of the Fund:

PRINCIPAL OCCUPATIONS OFFICER
NAME AND OFFICE WITH FUND DURING LAST FIVE YEARS AGE SINCE
- ------------------------------------ ------------------------------------------------------------ ---- --------

Arthur Zeikel (1)(2) ............... President of MLAM since 1977; Chief Investment Officer 61 1977
President thereof since 1976 and Director thereof from 1976 to 1993;
President and Chief Investment Officer of FAM since 1977 and
Director thereof from 1977 to 1993; Director of Princeton
Services since 1993; Executive Vice President of Merrill
Lynch & Co., Inc. since 1990; Executive Vice President of
Merrill Lynch, Pierce, Fenner & Smith Incorporated since
1990 and a Senior Vice President from 1985 to 1990.

Terry K. Glenn (2) ................. Executive Vice President of MLAM and FAM since 1983 and 53 1986
Executive Vice President Director thereof from 1992 to 1993; Director of Princeton
Services since 1993; President of Merrill Lynch Funds
Distributor, Inc. ('MLFD') since 1986 and Director thereof
since 1991; President of Princeton Administrators, Inc.
since 1988.

N. John Hewitt (2) ................. Senior Vice President of FAM and MLAM since 1980. 59 1992
Senior Vice President

Jay C. Harbeck (2) ................. Vice President of FAM and MLAM since 1986 and Fixed Income 59 1992
Vice President Portfolio Manager since 1986.

Donald C. Burke (2) ................ Vice President of MLAM since 1990; employee of Deloitte & 33 1993
Vice President Touche from 1982 to 1990.

Gerald M. Richard (2) .............. Senior Vice President and Treasurer of FAM and MLAM since 43 1984
Treasurer 1984; Treasurer of MLDF since 1984 and Vice President since
1981.

Susan B. Baker (2) ................. Vice President of FAM since 1993; attorney associated with 36 1990
Secretary FAM and MLAM since 1987.

- ------------------

(1) Director who is an 'interested person' of the Fund, as defined in the
Investment Company Act of 1940.

(2) Mr. Zeikel is a director or trustee and officer, and Messrs. Glenn, Harbeck,
Hewitt, Burke and Richard and Ms. Baker are officers of certain other
investment companies for which the Investment Adviser or its parent, MLAM,
acts as investment adviser.

Merrill Lynch & Co., Inc. stock ownership. The directors and officers of
the Fund as a group (twelve persons) owned on December 20, 1993, in the
aggregate, less than 1/4 of 1% of the outstanding Common Stock of the Fund. Mr.
Zeikel, a director of the Fund, and the officers of the Fund owned on December
20, 1993, an aggregate of less than 1/4 of 1% of the outstanding shares of
Merrill Lynch & Co., Inc.

THE INVESTMENT ADVISER

Effective January 1, 1994, FAM, the Fund's Investment Adviser, was
reorganized as a Delaware limited partnership. FAM (the general partner of which
is Princeton Services, Inc., a wholly-owned subsidiary of Merrill Lynch & Co.,
Inc.) is owned and controlled by Merrill Lynch & Co., Inc. and has its principal
place of business at 800 Scudders Mill Road, Plainsboro, New Jersey 08536.
Merrill Lynch & Co., Inc. has its principal place of business at 250 Vesey
Street, New York, New York 10281. Prior to the reorganization, the Investment
Adviser was a Delaware corporation known as Fund Asset Management, Inc., which
was incorporated in 1976. The reorganization did not result in a change to the
Investment Adviser's management or personnel, nor did the reorganization cause
any adverse change to the Investment Adviser's financial condition. Fund Asset
Management, Inc. was a wholly-owned subsidiary of Merrill Lynch Investment
Management, Inc., which did business as Merrill Lynch Asset Management, a
Delaware corporation that was also reorganized as a Delaware limited partnership
effective January 1, 1994. MLAM was a wholly-owned subsidiary of Merrill Lynch &
Co., Inc. prior to its reorganization and continues to be owned and controlled
by Merrill Lynch & Co., Inc. after its reorganization.

An audited copy of the balance sheet of Fund Asset Management Inc. (the
name of the Investment Adviser prior to January 1, 1994) at December 25, 1992,
as well as a copy of an unaudited balance sheet, dated as of September 24, 1993,
are appended to this Proxy Statement as Exhibits A and B, respectively. The
Investment Adviser has represented to the Fund that there has been no material
adverse change in the financial condition of the Investment Adviser since the
date of the unaudited balance sheet.

The following table sets forth the names, titles and principal occupations
of the principal executive officer of the Investment Adviser and the directors
of Princeton Services, the general partner of the Investment Advisor:

POSITION WITH THE
NAME/ADDRESS* INVESTMENT ADVISER PRINCIPAL OCCUPATIONS
- ------------------ ------------------------------- -------------------------------------------------------------

Arthur Zeikel President of FAM and Director President of MLAM and FAM.
of Princeton Services

Terry K. Glenn Executive Vice President of FAM Executive Vice President of MLAM and FAM.
and Director of Princeton
Services

Philip L. Kirstein Senior Vice President and Senior Vice President and General Counsel of MLAM and FAM.
General Counsel of FAM and
Director of Princeton
Services

- ------------------

* The address of each director, FAM and MLAM is P.O. Box 9011, Princeton, New
Jersey 08540-9011.

TERMS OF THE ADVISORY AGREEMENT

Pursuant to the Investment Advisory Agreement, FAM, as Investment Adviser,
has agreed, subject at all times to the direction of the Board of Directors, to
(1) manage the Fund in accordance with its investment objectives and policies
and furnish to the Fund investment advice and (2) (a) assist in supervising all
aspects of the Fund's operations including coordinating all matters relating to
the functions of the custodian and other parties performing operational
functions for the Fund; (b) provide the Fund, at the Investment Adviser's
expense, with the services of such persons competent to perform such
administrative and clerical functions as are necessary in order to provide
effective administration of the Fund, including duties in connection with
stockholder relations, reports, redemption requests and account adjustments and
the maintenance of certain non-accounting Fund books and records; (c) provide
the Fund, at the Investment Adviser's expense, with adequate office space and
related services; (d) supervise and administer the operation of the Fund's
exchange privilege; and (e) to the extent required by then current federal
securities laws, regulations thereunder or interpretations thereof, pay for the
printing of all Fund prospectuses used in connection with the distribution and
sale of the Fund's shares. In return the Fund has agreed to pay a fee each month
to the Investment Adviser at the annual rate of 0.5% of the value of the Fund's
average daily net assets from the beginning of the year to the end of such
month.

The Fund pays all the other costs and expenses incurred in connection with
its organization and operations, including: fees of the program agent, transfer
agent, custodian and dividend disbursing agent; costs of printing and mailing
stock certificates, shareholder reports, proxy materials and (except to the
extent borne by the Investment Adviser or the administrators) prospectuses and
statements of additional information; legal and auditing fees; costs and
expenses of the sale, issue and redemption of its shares (including fees and
expenses of registering the shares under federal and state securities laws);
fees and expenses of unaffiliated directors; costs of accounting and pricing
services (including the daily calculation of net asset value); interest,
brokerage costs, insurance and taxes. Accounting services are provided for the
Fund by the Investment Adviser, and the Fund reimburses the Investment Adviser
for its costs in connection with such services. For the year ended December 31,
1993, such reimbursement amounted to $35,280. Under current requirements of
certain states in which the shares are registered for sale, the Investment
Adviser must reimburse the Fund for advisory fees received by it from the Fund
to the extent that the Fund's expenses (including the advisory fee but excluding
interest, taxes, brokerage fees and extraordinary expenses) exceed in any fiscal
year 2.5% of the Fund's first $30,000,000 of
7

average daily net assets, 2.0% of average daily net assets in excess of
$30,000,000 but not exceeding $100,000,000 and 1.5% of average daily net assets
above $100,000,000 for such fiscal year. No fee payment will be made to the
Investment Adviser during any fiscal year which would cause such expenses to
exceed the foregoing expense limitations applicable at the time of such payment,
and any required reimbursements will be made promptly at the end of such fiscal
year. For the fiscal year ended December 31, 1993, the advisory fees paid by the
Fund to the Investment Adviser aggregated $515,901, none of which was reimbursed
by the Investment Adviser.

The Advisory Agreement provides that the use of the name 'The Corporate
Fund Investment Accumulation Program' by the Fund is non-exclusive and that the
Investment Adviser may allow other persons, including other investment
companies, to use the name. The name may also be withdrawn by the Investment
Adviser, in which event the Investment Adviser has agreed to present the
question of continuing the Advisory Agreement to a vote of the Fund's
stockholders.

The Advisory Agreement will continue from year to year if approved at least
annually either (i) by a vote of a majority of the Fund's shares or (ii) by the
Fund's Board of Directors and, in each case, by the vote or a majority of those
directors who are not parties to the Advisory Agreement or interested persons of
any such party cast in person at a meeting called for the purpose of voting on
such approval. The Advisory Agreement was most recently approved by the Fund's
stockholders on June 5, 1987 and by the Board of Directors (including all of the
non-interested directors) on March 17, 1993. The Advisory Agreement provides
that the Investment Adviser will have no liability to the Fund or any
stockholder for any error of judgement, mistake of law or any loss arising out
of any investment, or for any other act or omission in the performance by the
Investment Adviser of its duties under the Advisory Agreement, except for
liability resulting from willful misfeasance, bad faith or gross negligence on
the Investment Adviser's part or from reckless disregard by the Investment
Adviser of its obligations and duties under the Advisory Agreement. The Advisory
Agreement automatically terminates upon its assignment, is terminable, without
penalty, by the Board of Directors or by vote of the holders of a majority of
the shares on 60 days' notice to the Investment Adviser and by the Investment
Adviser on 90 days' notice to the Fund.

PORTFOLIO TRANSACTIONS

While there is no undertaking or agreement to do so, the Investment Adviser
may allocate securities transactions among various dealers on the basis of
supplementary statistical and research information and price quotation and other
services furnished to the Fund or the Investment Adviser. Such statistical and
research information may be used by the Investment Adviser in providing
investment advice for all of the accounts which it manages, and it is not
possible to relate the benefits of such information to any particular account.
The Investment Adviser is able to fulfill its obligations to furnish a
continuous investment program to the Fund without such information from dealers.
However, the Investment Adviser considers access to such information to be an
important element of financial management. While such information is considered
useful, its value is not determinable and the Investment Adviser does not feel
that such information reduces its expenses. In implementing the above policies,
the Fund will not offset brokerage commissions paid to the affiliates of the
Investment Adviser, if any, against advisory fees payable to the Investment
Adviser, nor will it attempt to offset brokerage commissions payable to other
brokers which effect portfolio transactions for the Fund. The Board of Directors
has considered the propriety of seeking such offsets and has determined that is
in the best interest of the Fund not to seek such offsets at this time and that
it will reconsider this determination in the future at least annually. The Fund
may effect portfolio transactions conducted on an agency basis through
affiliates of the Investment Adviser provided that, in the judgment of the
Investment Adviser, more favorable prices or
8

executions are not obtainable elsewhere. During its fiscal year ended December
31, 1993, the Fund did not pay any brokerage commissions.

(2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS

At a meeting held on December 8, 1993, the Board of Directors of the Fund,
including a majority of the directors who are not 'interested persons' of the
Fund (as defined in the Investment Company Act of 1940), selected Deloitte &
Touche to act as independent accountants for the Fund for the fiscal year
December 31, 1994. The Fund knows of no direct financial or material indirect
financial interest of that firm in the Fund. One or more representatives of
Deloitte & Touche are expected to be present at the Meeting and will have an
opportunity to make a statement if they so desire. Such representatives are
expected to be available at the Meeting to respond to appropriate questions from
stockholders.

Deloitte & Touche also acts as independent auditors for Merrill Lynch &
Co., Inc. and all of its subsidiaries and for substantially all of the other
investment companies for which MLAM or FAM acts as investment adviser. The fees
received by Deloitte & Touche from these other entities are substantially
greater, in the aggregate, than the total fees received by it from the Fund. The
directors of the Fund considered the fact that Deloitte & Touche has been
retained as the independent auditors for Merrill Lynch & Co., Inc. and the other
entities described above in its evaluation of the independence of Deloitte &
Touche with respect to the Fund.

REQUIRED VOTE

Ratification of the selection of the independent accountants will require
the affirmative vote of a majority of the votes cast at the Meeting. For this
purpose, abstentions and broker non-votes will not be counted as votes cast at
the Meeting.

(3) APPROVAL OR DISAPPROVAL OF AN AMENDMENT TO THE FUND'S INVESTMENT
RESTRICTIONS REGARDING INDUSTRY CONCENTRATION

The Board of Directors of the Fund has approved an amendment to the Fund's
investment restrictions to require that no more than 25% of the Fund's total
assets be invested in any one industry, including the gas and electric public
utilities industries and the bank, bank holding company and finance industries.
The Fund is currently required to concentrate, or invest more than 25% of its
total assets, in each of these industries under certain conditions.

Under the Fund's current investment policy, concentration in these
industries would occur if: (i) the market for corporate debt securities which
meet the Fund's quality and yield requirements is dominated by the securities of
such industries (domination will be considered to exist for this purpose when
new issues and secondary market offerings of such securities account for more
than 25% of the total of such offerings available for purchase by the Fund);
(ii) the Fund has cash available for such investments; and (iii) in the judgment
of the Investment Adviser, the return available from the securities of such
industries and the marketability, quality and availability of the securities of
such industries would not, in light of the Fund's investment objectives, provide
sufficient justification to warrant not concentrating.

In order to enhance trading ability and the Fund's performance, the
Investment Adviser believes that it is no longer in the Fund's best interest to
be required, under these conditions, to invest 25% or more of its total assets
in securities of issuers in either the gas and electric public utility
industries or the bank, bank holding company and finance industries. The
Investment Adviser believes that in order to enhance the Fund's ability to
better
9

achieve its investment objective, this policy of concentrating in the
above-referenced industries should be removed.

In order to remove this policy, it will be necessary to amend one of the
Fund's investment restrictions, which are set forth in the Fund's Statement of
Additional Information dated April 22, 1993. The text of this investment
restriction, as proposed to be amended, is set forth as Exhibit C to this Proxy
Statement.

REQUIRED VOTE

Approval of the proposed amendment to the Fund's investment restriction
regarding industry concentration will require the affirmative vote of a majority
of the Fund's outstanding shares, as defined below. For this purpose,
abstentions and broker non-votes will have the effect of a vote to disapprove
the proposed amendment.

(4) APPROVAL OR DISAPPROVAL OF AN AMENDMENT TO THE FUND'S INVESTMENT
RESTRICTIONS TO PERMIT LOANS OF PORTFOLIO SECURITIES

The Board of Directors of the Fund has approved an amendment to one of the
Fund's investment restrictions to permit the Fund to lend up to 33 1/3% of its
portfolio securities pursuant to guidelines adopted by the Fund's Board of
Directors. The text of the investment restriction, as proposed to be amended, is
set forth as Exhibit D to this Proxy Statement.

The Investment Adviser believes that the ability to lend its portfolio
securities would increase the Fund's potential return to its stockholders by
providing additional opportunities for earning income.

Under the Investment Company Act of 1940, as amended, the Fund may lend
securities from its portfolio if liquid assets in an amount at least equal to
the current market value of the securities loaned (including accrued interest
thereon) plus the interest payable to the Fund with respect to the loan is
maintained by the Fund in a segregated account. Any securities that the Fund may
receive as collateral will not become a part of its portfolio at the time of the
loan and, in the event of a default by the borrower, the Fund will, if permitted
by law, dispose of such collateral except for such part thereof that is a
security in which the Fund is permitted to invest. During the time securities
are on loan, the borrower will pay the Fund any accrued income on those
securities, and the Fund may invest the cash collateral and earn additional
income or receive an agreed-upon fee from a borrower that has delivered cash
equivalent collateral. Cash collateral received by the Fund will be invested in
securities in which the Fund is permitted to invest. The value of securities
loaned will be marked to market daily. Portfolio securities purchased with cash
collateral are subject to possible depreciation. Loans of securities by the Fund
will be subject to termination at the Fund's or the borrower's option. The Fund
may pay reasonable negotiated fees in connection with loaned securities, so long
as such fees are set forth in a written contract and approved by the Fund's
Board of Directors.

By lending portfolio securities, the Fund will attempt to increase its
income through the receipt of interest on the loan. In the event of the
bankruptcy of the other party to a securities loan, the Fund could experience
delays in recovering the securities it lent. To the extent that, in the
meantime, the value of the securities the Fund has lent has increased, the Fund
could experience a loss.

REQUIRED VOTE

Approval of the proposed amendment to the Fund's investment restriction
regarding lending portfolio securities will require the affirmative vote of a
majority of the Fund's outstanding shares, as defined below. For this purpose,
abstentions and broker non-votes will have the effect of a vote to disapprove
the proposed amendment.

ADDITIONAL INFORMATION

The expense of preparing, printing and mailing the enclosed form of proxy
and accompanying Notice and Proxy Statement will be borne by the Fund. The Fund
will reimburse banks, brokers and others for their reasonable expenses in
forwarding proxy solicitation material to the beneficial owners of the shares of
the Fund.

The proposal to elect the Fund's Trustees (Item 1) and the proposal to
ratify the selection of the Fund's independent auditors (Item 2) may be approved
by majority vote of the shareholders, present in person or by proxy, at a
meeting at which a quorum is duly constituted. The proposal to amend the
fundamental investment restrictions of the Fund (Items 3 and 4) requires the
affirmative vote of the lesser of (i) 67% of the shares represented at a meeting
at which more than 50% of the outstanding shares are represented or (ii) more
than 50% of the outstanding shares.

All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with
the directions on the proxies; if no direction is indicated, the shares will be
voted 'FOR' the six Trustee nominees, 'FOR' the ratification of Deloitte &
Touche as independent auditors for the Fund and 'FOR' the proposals to amend the
fundamental investment restrictions of the Fund. Shares will not be voted for
any of the aforementioned proposals, however, unless (i) in the judgment of the
Fund's Trustees, there has been no material adverse change in the financial
condition of FAM between September 24, 1993 and the date of FAM's most recently
completed fiscal quarter and (ii) the Fund shall have received a certificate of
the President or a Senior Vice President of FAM, dated the Meeting date,
attesting that, to the knowledge of such officer, there has been no material
adverse change in the financial condition of FAM unless such material adverse
change has been disclosed to shareholders in additional proxy solicitation
materials.

Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated holding Fund shares 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 the items before the Meeting. The Fund
understands 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 Trustees
(Item 1) and ratification of the selection of independent auditors (Item 2) if
no instructions have been received prior to the date specified in the
broker-dealer firm's request for voting instructions. Accordingly, 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 votes present for purposes
of determining whether the necessary quorum of shareholders exists. The Fund
also will count towards a quorum shares as to which proxies are returned by
record shareholders but which are marked 'abstain' on any Item. Merrill Lynch,
Pierce, Fenner & Smith Incorporated has advised that it intends to exercise
discretion over shares held in its name for which no instructions are received
by voting such shares in the same proportion as it has voted shares for which it
has received instructions. However, abstentions will not be counted as votes
cast. Abstentions, therefore, will not have an effect on the vote on Item 1 or
Item 2. Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated will not be permitted to grant voting authority without
instructions with respect to Items 3 and 4.

MEETINGS OF STOCKHOLDERS

The Fund's Certificate of Incorporation and By-Laws do not require that the
Fund hold an annual meeting of stockholders. However, the Fund will be required
to call special meetings of stockholders in accordance with the requirements of
the Investment Company Act of 1940 to seek approval of new management and
advisory arrangements, of a material increase in distribution fees or of a
change in the fundamental policies, objectives or restrictions of the Fund. The
Fund also would be required to hold a stockholders' meeting to elect new
directors at such time as less than a majority of the directors holding office
have been elected by stockholders.

The Board of Directors does not know of any matters to be considered at the
Meeting other than those referred to above. If any other matters are properly
presented at the Meeting, it is the intention of proxy holders to vote such
proxies on such matters in accordance with their judgment.

By Order of the Board of Directors

SUSAN B. BAKER
Secretary

Dated: January 11, 1994

EXHIBIT A

INDEPENDENT AUDITORS' REPORT

FUND ASSET MANAGEMENT, INC.:

We have audited the accompanying balance sheet of Fund Asset Management,
Inc. (the 'Company') as of December 25, 1992. This balance sheet is the
responsibility of the Company's management. Our responsibility is to express an
opinion on the balance sheet based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the balance sheet. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall balance sheet presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, such balance sheet presents fairly, in all material
respects, the financial position of the Company at December 25, 1992 in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE
Parsippany, New Jersey
February 19, 1993

A-1

FUND ASSET MANAGEMENT, INC.
BALANCE SHEET, DECEMBER 25, 1992

ASSETS
Cash.............................................................................................. $ 21,356
Receivable from affiliated companies:
Lease transactions.............................................................................. 46,734,122
Fund management fees receivable................................................................... 20,435,376
Investments in leases:
Leveraged leases................................................................................ 121,508,161
Sales-type lease................................................................................ 12,831,711
Investments in affiliated investment companies at the lower of cost
or market (market: $33,307,413)................................................................. 32,952,761
Investment in affiliated Limited Partnership...................................................... 32,293,647
Deferred charges.................................................................................. 586,166
------------
TOTAL ASSETS................................................................................. $267,363,300
------------
------------
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:
Payable to Merrill Lynch Investment Management, Inc. and affiliates............................... $ 54,881,755
Deferred income taxes:
Arising from leveraged leases................................................................... 111,585,182
Arising from sales-type lease................................................................... 5,245,721
Other........................................................................................... 15,892,806
Other............................................................................................. 6,000
------------
TOTAL LIABILITIES............................................................................ 187,611,464
------------
STOCKHOLDER'S EQUITY:
Common stock, par value $1.00 per share--authorized 25,000 shares;
outstanding 1,000 shares........................................................................ 1,000
Additional paid-in capital........................................................................ 684,594,627
Retained earnings................................................................................. 79,271,257
Proceeds receivable from ML & Co. from sale of subsidiary......................................... (684,115,018)
------------
TOTAL STOCKHOLDER'S EQUITY................................................................... 79,751,836
------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY................................................... $267,363,300
------------
------------

See notes to balance sheet.

A-2

FUND ASSET MANAGEMENT, INC.
NOTES TO BALANCE SHEET
DECEMBER 25, 1992

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization--Fund Asset Management, Inc. (the 'Company'), a wholly-owned
subsidiary of Merrill Lynch Investment Management, Inc. (the 'Parent'), which is
an indirect wholly-owned subsidiary of Merrill Lynch & Co., Inc. ('ML & Co.'),
serves as an investment adviser to various registered open-end investment
companies. The Company is also a lessor participant in certain leveraged and
sales-type lease agreements.

Income Taxes--The results of the operations of the Company are included in
the consolidated Federal and combined state and local income tax returns filed
by ML & Co. It is the policy of ML & Co. to allocate the tax associated with
such operating results to each respective subsidiary in a manner which
approximates the separate company method. Effective in the first quarter of
1992, ML & Co. adopted Statement of Financial Accounting Standards No. 109,
'Accounting for Income Taxes' ('SFAS 109') which requires an asset and liability
method in recording income taxes on all transactions that have been recognized
in the financial statements. SFAS 109 provides that deferred taxes be adjusted
to reflect tax rates at which future tax liabilities or assets are expected to
be settled or realized. Previously, the Company accounted for income taxes in
accordance with SFAS 96. The current year's impact on adopting SFAS 109 was
minimal.

2. TRANSACTIONS WITH AFFILIATES

The Company serves as an investment adviser for certain affiliated
investment companies. The Company maintains investments in certain of these
investment companies. Such investments are carried at the lower of cost or
market value. Market value is determined based upon quoted market prices.

During 1992, the Company sold its investment in Merrill Lynch Interfunding,
Inc., an investor in select credit instruments, and Merlease Leasing Corp., a
lessor participant in lease agreements, to an affiliate at book value, resulting
in a receivable from ML & Co. This receivable is reflected as a reduction to
stockholder's equity.

The Company has an arrangement with Merrill Lynch, Pierce, Fenner & Smith
Incorporated ('MLPF&S') which provides that the Company which receives revenue
as investment adviser to certain investment companies (the 'Funds'), reimburse
MLPF&S for certain costs incurred in processing transactions involving shares of
the Funds.

The 'Receivable from affiliated companies' arising from lease transactions
is summarized as follows:

Monies advanced to fund lease transactions............................................. $(117,240,047)
Tax benefits allocated to the Company by ML & Co....................................... 150,407,083
Other.................................................................................. 13,567,086
-------------
Total............................................................................. $ 46,734,122
-------------
-------------

The Company has a 49 percent limited partnership interest in ML Plainsboro
Limited Partnership ('MLP'), whose general partner is an affiliate. Profits and
losses are allocated to the Company based on its percentage interest.

ML & Co. is the holder of the Company's excess cash, which is available on
demand to meet current liabilities. ML & Co. credits the Company for interest,
at a floating rate approximating ML & Co.'s average borrowing rate, based on the
Company's average daily balances due to/from ML & Co.

A-3

FUND ASSET MANAGEMENT, INC.
NOTES TO BALANCE SHEET--(CONTINUED)
DECEMBER 25, 1992

3. INVESTMENTS IN LEASES

The Company is a lessor participant in leveraged leases. The Company's net
investment in leveraged leases is summarized as follows:

Rentals receivable (net of principal and interest on nonrecourse debt)................. $ 117,309,811
Estimated residual values of leased assets............................................. 40,329,738
Less:
Unearned and deferred income......................................................... (34,891,388)
Allowance for uncollectibles......................................................... (1,240,000)
-------------
Investment in leveraged leases......................................................... 121,508,161
Less deferred taxes arising from leveraged leases...................................... (111,585,182)
-------------
Net investment in leveraged leases..................................................... $ 9,922,979
-------------
-------------

Pertinent information relating to the Company's investments in leveraged
leases is summarized as follows:

ESTIMATED
LENGTH OF RESIDUAL VALUE
LEASE EQUITY OF LEASED
TYPE OF PROPERTY (YEARS) INVESTMENT PROPERTY
- ---------------------------------------------------------------- ---------- ---------- --------------

Chemical tanker................................................. 20 42.75% 15.0%
Generating plant................................................ 24-25 34.06% 15.0%

Financing beyond the Company's equity interest in the purchase price of the
properties was furnished by outside parties in the form of long-term debt that
provides for no recourse against the Company and is secured by a first lien on
the properties and related rentals. At the end of the respective lease terms,
ownership of the properties remains with the Company.

The Company's investment in the sales-type leases consisted of the
following elements at December 25, 1992:

Minimum lease payments receivable........................................................ $13,612,690
Less--unearned income.................................................................... (780,979)
-----------
Investment in sales-type financing leases................................................ $12,831,711
-----------
-----------

At December 25, 1992 minimum lease payments receivable are $9,941,000 for
1993, $3,672,000 for 1994.

For Federal income tax purposes, the Company receives the investment tax
credit and has the benefit of tax deductions for (i) depreciation on the entire
amount of leased assets and (ii) interest on the outstanding long-term debt. For
state and local tax purposes, the Company also receives the benefits of tax
deductions from (i) and (ii) above. Since, during the early years of the leases,
those deductions exceed the Company's lease rental income, substantial excess
deductions are available to be applied against the Company's other income and
the consolidated income of ML & Co. In the later years of these leases, rental
income will exceed the related deductions and taxes will be payable (to the
extent that net deductions arising from additional leveraged leases transactions
do not offset such net lease income). Deferred taxes have been provided to
reflect these temporary differences.

A-4

FUND ASSET MANAGEMENT, INC.
NOTES TO BALANCE SHEET--(CONTINUED)
DECEMBER 25, 1992

4. INCOME TAXES

As part of the consolidated group, the Company transfers its current
Federal and state tax liabilities to MLIM. No such amounts were due to MLIM at
December 25, 1992.

5. PENSION PLAN

The Company participates in the ML & Co. Comprehensive Retirement Program
(the 'Program'), consisting of the Retirement Accumulation Plan ('RAP') and the
Employee Stock Ownership Plan (the 'ESOP'). Under the Program, cash
contributions made by the Company and the ML & Co. stock held by the ESOP will
be allocated quarterly to participant's accounts. Allocations will be based on
years of service, age and eligible compensation. Actuarial data regarding the
Company's Plan participants is not separately available.

6. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

The Company provides certain health care and life insurance benefits for
retired employees. The Company reserves the right to amend or terminate this
program at any time. Substantially all of the Company's employees become
eligible for these benefits upon attainment of age 55 and completion of 10 years
of service. The cost of these benefits is expensed as claims are paid.

In December 1990, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions ('SFAS 106'). SFAS 106, effective
for fiscal year 1993, will require that the Company change its method of
accounting for postretirement health care and life insurance benefits from
expensing these costs on a pay-as-you-go basis to an accrual basis. This change
in accounting will require the recognition of a transition obligation which
represents the actuarial present value of benefits attributed to prior employee
service. The Company has not yet determined what effect the adoption of SFAS 106
will have on its financial condition, results of operations or liquidity.

7. NAME CHANGE

Effective December 28, 1991, the Parent, through an amendment of its
certificate of incorporation, changed its name to Merrill Lynch Investment
Management, Inc. ('MLIM'). MLIM will do business under the name 'Merrill Lynch
Asset Management'.

A-5

EXHIBIT B

FUND ASSET MANAGEMENT, INC.
BALANCE SHEET
AS OF SEPTEMBER 24, 1993 (UNAUDITED)

ASSETS
Cash.............................................................................................. $ 561,297
Receivable from Affiliated Companies--Lease transactions.......................................... 63,526,920
Investment in Affiliated Limited Partnership...................................................... 31,483,140
Investment in Leases:
Leveraged leases................................................................................ 118,273,550
Sales-type lease................................................................................ 8,152,491
Investment in Affiliated Investment Companies at the lower of cost
or market (market: $18,285,362)................................................................. 16,702,798
Fund Management Fees Receivable................................................................... 22,057,239
------------
TOTAL ASSETS................................................................................. $260,757,435
------------
------------
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES
Payable to Merrill Lynch Investment Management, Inc. and Affiliates............................... $ 19,667,011
Other Payables.................................................................................... 11,400
Deferred Income Taxes:
Arising from leveraged leases................................................................... 111,401,573
Arising from sales-type lease................................................................... 2,333,002
Other........................................................................................... 15,876,124
------------
TOTAL LIABILITIES............................................................................ $149,289,110
------------
STOCKHOLDER'S EQUITY
Common Stock, par value $1.00 per share authorized 25,000 shares;
outstanding 1,000 shares........................................................................ 1,000
Additional Paid-in Capital........................................................................ $684,594,627
Retained Earnings................................................................................. 110,987,716
Proceeds Receivable from ML&Co. from Sale of Subsidiary........................................... (684,115,018)
------------
TOTAL STOCKHOLDER'S EQUITY................................................................... 111,468,325
------------
TOTAL LIABILITIES & STOCKHOLDER'S EQUITY..................................................... $260,757,435
------------
------------

B-1

EXHIBIT C

PROPOSED AMENDMENT TO INVESTMENT RESTRICTION
REGARDING INDUSTRY CONCENTRATION

INVESTMENT RESTRICTION AS CURRENTLY IN EFFECT:

The Program will not:

. . . (5) purchase any security if as a result (a) more than 25% of the
Program's total assets (taken at current value) would be invested in a single
industry, except that up to an aggregate of 80% of the Program's total assets
(taken at current value) may be invested in securities of the gas and electric
public utility industries and up to an aggregate of 50% thereof may be invested
in securities of the bank, bank holding company and finance industries, . . .

PROPOSED AMENDMENT TO INVESTMENT RESTRICTION:

The Program will not:

. . . (5) purchase any security if as a result (a) more than 25% of the
Program's total assets (taken at market value at the time of each investment)
would be invested in a single industry (utilities will be divided according to
their services; for example, gas, gas transmission, electric and telephone each
will be considered a separate industry for purposes of this restriction; also,
banking and finance will be considered two different industries for purposes of
this restriction), . . .

C-1

EXHIBIT D

PROPOSED AMENDMENT TO INVESTMENT RESTRICTION
TO PERMIT LOANS OF PORTFOLIO SECURITIES

INVESTMENT RESTRICTION AS CURRENTLY IN EFFECT:

The Program will not:

. . . (15) make loans, except through the purchase of obligation in private
placements (the purchase of obligations in other situations not being considered
the making of a loan).

PROPOSED AMENDMENT TO INVESTMENT RESTRICTION:

The Program will not:

. . . (15) make loans, except that the Fund may (a) purchase obligations in
private placements (the purchase of obligations in other situations not being
considered the making of a loan), and (b) make loans of up to 33 1/3% of its
portfolio securities.

D-1

PROXY

THE CORPORATE FUND ACCUMULATION PROGRAM, INC.

P.O. Box 9011, Princeton, New Jersey 08543-9011

This Proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Susan
Baker as proxies, each with the power to appoint his substitute, and
hereby authorizes each of them to represent and to vote, as designated below,
all shares of common stock of The Corporate Fund Accumulation Program,
Inc. (the "Fund") held of record by the undersigned on December 20, 1993
at an annual meeting of shareholders of the Fund to be held on February
25, 1994 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, 3
and 4.

____________________________________________________________________________

1. Election of Directors.

FOR / / WITHHOLD / /

Nominees: Ronald W. Forbes, Cynthia A. Montgomery, Charles C. Reilly,
Kevin A. Ryan, Richard R. West, Arthur Zeikel

To withhold authority to vote for any individual nominee, write the name
on the following line:
_____________________________________________________________

____________________________________________________________________________
2. Proposal to ratify the selection of Deloitte & Touche as
independent accountants of the Fund for its fiscal year ending
December 31, 1994.

FOR / / AGAINST / / ABSTAIN / /

3. Proposal to amend the Fund's investment restrictions to require that
no more than 25% of the Fund's total assets be invested in any one
industry.

FOR / / AGAINST / / ABSTAIN / /

4. Proposal to amend the Fund's investment restrictions to permit the
Fund to lend up to 33 1/3% of its portfolio securities pursuant to
guidelines adopted by the Fund's Board of Directors.

FOR / / AGAINST / / ABSTAIN / /

5. In the discretion of such proxies, upon such other business as may
properly come before the meeting or any adjournment thereof.

____________________________________________________________________________

Please sign exactly as name appears hereon. When shares are 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.

__________________________________________________
Signature Date

__________________________________________________
Signature, if held jointly Date

Please mark boxes in blue or black ink.

__________________________________________________