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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<Table>
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant under Rule 14a-12.
</Table>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE VARIABLE LIFE SEPARATE ACCOUNT II
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT A
ML OF NEW YORK VARIABLE LIFE SEPARATE ACCOUNT
ML OF NEW YORK VARIABLE LIFE SEPARATE ACCOUNT II
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
MERRILL LYNCH LIFE INSURANCE COMPANY
ML LIFE INSURANCE COMPANY OF NEW YORK
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: $0
[ ] Fee paid previously with preliminary materials.
[ ] 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: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
MERRILL LYNCH LIFE INSURANCE COMPANY
ML LIFE INSURANCE COMPANY OF NEW YORK
October 10, 2003
Dear Contract Owner:
You own a variable life insurance contract or variable annuity contract
issued by Merrill Lynch Life Insurance Company or ML Life Insurance Company of
New York. You currently have contract value or investment base allocated to the
AllianceBernstein Quasar Portfolio, and we are seeking your approval to
substitute shares of the Roszel/Delaware Trend Portfolio (a portfolio of the
MLIG Variable Insurance Trust) for shares of the AllianceBernstein Quasar
Portfolio. We strive to offer strong, attractive underlying investment options
to our contract owners, and the investment options that we offer are subject to
regular reviews. We review investment performance, evaluate the investment
process, and assess the portfolio management teams that manage the underlying
investment options. It is our opinion, based on such reviews, that the
Roszel/Delaware Trend Portfolio offers a better alternative for contract owners
who want exposure to small-cap U.S. stocks. We believe the proposed substitution
also will make our variable contracts more efficient to administer and oversee,
and therefore more attractive to our customers.
To make the substitution, we must obtain the approval of the Securities and
Exchange Commission and of contract owners who have contract value or investment
base invested in the AllianceBernstein Quasar Portfolio as of September 12,
2003. We ask that you vote for the proposed substitution. You can vote several
ways: (1) by completing, signing, and dating the enclosed Voting Form and
returning it to Management Information Services at 60 Research Road, Hingham,
Massachusetts 02043 in the enclosed postage-paid return envelope; (2) by calling
1-800-640-6903; or (3) on the web at https://www.proxyweb.com. We must receive
your voting instructions no later than 4:00 p.m. (Eastern Time) on Friday,
November 7, 2003. Georgeson Shareholder Communications Inc. ("Georgeson") is
assisting us in soliciting votes. If you have any questions about this proxy
solicitation, please call Georgeson at 1-866-614-4480.
Please read carefully the enclosed Voting Information Statement for details
about the proposed substitution. Your vote and participation are very important,
and we appreciate receipt of your voting instructions as soon as possible. Thank
you for your cooperation.
Very truly yours,
/s/ NIKOS KARDASSIS
--------------------------------------
Nikos Kardassis
President and Chief Executive Officer
Merrill Lynch Insurance Group, Inc.
President and Chief Executive Officer
Merrill Lynch Insurance Group, Inc.
---------------------
MERRILL LYNCH LIFE INSURANCE COMPANY
Merrill Lynch Variable Life Separate Account
Merrill Lynch Life Variable Life Separate Account II
Merrill Lynch Life Variable Annuity Separate Account A
1300 Merrill Lynch Drive, 2nd Floor
Pennington, New Jersey 08534
---------------------
ML LIFE INSURANCE COMPANY OF NEW YORK
ML of New York Variable Life Separate Account
ML of New York Variable Life Separate Account II
ML of New York Variable Annuity Separate Account A
2 World Financial Center
South Tower, 5th Floor
New York, New York 10281
---------------------
VOTING INFORMATION STATEMENT
October 10, 2003
Merrill Lynch Life Insurance Company ("MLLIC"), on behalf of Merrill Lynch
Variable Life Separate Account, Merrill Lynch Life Variable Life Separate
Account II, and Merrill Lynch Life Variable Annuity Separate Account A, each
separate accounts of MLLIC, and ML Life Insurance Company of New York ("MLNY";
together with MLLIC, the "Companies" or each a "Company"), on behalf of ML of
New York Variable Life Separate Account, ML of New York Variable Life Separate
Account II, and ML of New York Variable Annuity Separate Account A, each
separate accounts of MLNY (except for MLLIC and MLNY, each a "Separate Account"
and collectively, the "Separate Accounts"), are furnishing this Voting
Information Statement to solicit votes from owners of variable life insurance
and variable annuity contracts (the "Variable Contracts") issued by MLLIC and
MLNY having contract value(1) allocated on September 12, 2003 (the "Record
Date") to the subaccounts or investment divisions of the Separate Accounts that
invest in Class A shares of the AllianceBernstein Quasar Portfolio, a separate
investment portfolio of the AllianceBernstein Variable Products Series Fund,
Inc. ("AllianceBernstein Fund"). This Voting Information Statement and the
accompanying Voting Form are being furnished to owners of Variable Contracts
("Owners") on or about October 10, 2003.
The Companies are requesting a vote to approve or disapprove the following
proposal:
- The substitution of shares of the Roszel/Delaware Trend Portfolio, a
separate investment portfolio of the MLIG Variable Insurance Trust (the
"MLIG Trust"), for Class A shares of the AllianceBernstein Quasar
Portfolio (the "Substitution").
(The AllianceBernstein Quasar Portfolio is referred to herein as the
"Substituted Portfolio." The Roszel/ Delaware Trend Portfolio is referred to
herein as the "Replacement Portfolio." The subaccounts or investment divisions
of the Separate Accounts that invest in the Substituted Portfolio prior to the
Substitution, and that will invest in the Replacement Portfolio after the
Substitution, are referred to herein as the "Subaccounts" and each as a
"Subaccount.")
- ---------------
(1) Although certain variable life insurance contracts issued by MLLIC and MLNY
use the term "investment base" instead of "contract value," this Voting
Information Statement uses the term "contract value" throughout for
consistency.
As an Owner having contract value in the Subaccount of the Separate Account
supporting your Variable Contract as of the close of business on the Record
Date, you are entitled to vote such contract value on the above Substitution.
Under the Variable Contracts and all of the prospectuses for the Variable
Contracts, the Companies have reserved the right to substitute shares of one
portfolio for shares of another, including a portfolio of a different investment
company. The Companies' ability to carry out the proposed Substitution is
conditioned on them obtaining, for each class of Variable Contracts, the
approval of the Securities and Exchange Commission (the "Commission"). The
Commission's approval of the proposed Substitution is subject to certain
conditions, including that the Companies receive, for each class of Variable
Contracts, requisite approval from Owners entitled to vote (i.e., those Owners
who have contract value invested in the Substituted Portfolio as of the Record
Date). Each class of Variable Contracts consists of all Variable Contracts
issued through a single Separate Account.
GENERAL VOTING INFORMATION
An Owner is entitled to one vote for each dollar of contract value
(referred to herein as a "unit") that the Owner owns in a Subaccount. As of the
Record Date, the total number of units held in each Subaccount for each class of
Variable Contracts and entitled to vote was as follows:
<Table>
<Caption>
NUMBER OF UNITS
CLASS OF VARIABLE CONTRACT ELIGIBLE TO VOTE
- -------------------------- ------------------
MLLIC Retirement Plus 23,543,140.51
MLNY Retirement Plus 1,372,038.60
MLLIC Investor Life, Investor Life Plus, Estate Investor I,
and Estate Investor II 1,483,112.44
MLNY Investor Life and Investor Life Plus 120,728.22
MLLIC Prime Plan I, Prime Plan II, Prime Plan III, Prime
Plan IV, Prime Plan V, Prime Plan VI, Prime Plan 7, Prime
Plan Investor, Directed Life, and Directed Life 2 2,296,896.26
MLNY Prime Plan I, Prime Plan II, Prime Plan III, Prime Plan
IV, Prime Plan V, Prime Plan VI, Prime Plan 7, Prime Plan
Investor, Directed Life, and Directed Life 2 89,268.80
</Table>
Unless extended by the Companies, votes must be received by November 7,
2003 to be counted. Approval will be obtained from each class of Variable
Contracts by the affirmative vote of the lesser of: (1) a majority of the
outstanding units for the Subaccount as of the Record Date, or (2) 67% of such
outstanding units voted, if votes received represent a majority of such units as
of the Record Date. If the Companies do not receive requisite approval for the
proposed Substitution from the MLLIC Retirement Plus and MLNY Retirement Plus
classes of Variable Contracts, each voting as a separate group, the Companies
will not effect the proposed Substitution for ANY class of Variable Contracts.
The Companies will not effect the proposed Substitution for any class of
Variable Contracts that has not approved the proposed Substitution.
To the knowledge of the Companies, none of the directors or officers of
either Company, individually or as a group, beneficially owned, directly or
indirectly, over 1% of the outstanding units in a Subaccount as of the Record
Date. Any beneficial financial interest that the Companies may have in the
Subaccounts is immaterial in relation to the interests of Owners, and the
Companies will not cast any votes. No individual that has been a director or
executive officer of either Company at any time since January 2002, or any
associate of such individual, has any substantial interest, direct or indirect,
by security holdings or otherwise, in the proposed Substitution.
You may cast your vote by: (1) filling out the enclosed Voting Form and
returning it to Management Information Services at 60 Research Road, Hingham,
Massachusetts 02043; (2) using a toll-free telephone voting facility
(1-800-690-6903); or (3) visiting an internet website
(https://www.proxyweb.com). If you properly execute and return the enclosed
Voting Form (or cast your vote by telephone or internet) by Friday,
2
November 7, 2003, at 4:00 p.m. Eastern Standard Time (the "Voting Deadline"),
the Companies will count your vote when calculating the results of the
solicitation. The Companies will disregard any voting instructions received
after the Voting Deadline. Votes attributable to Voting Forms that are properly
executed and returned, but are not marked to "Approve" or "Disapprove" the
Substitution, will be counted as "Approve." A vote to "Abstain" will have the
effect of a vote to "Disapprove" the Substitution.
Any Owner who has submitted voting instructions has the right to change his
or her vote at any time prior to the Voting Deadline by: (1) submitting a letter
requesting the change or a later-dated Voting Form to Management Information
Services at the above listed address; or (2) casting another vote at the above
listed telephone number or internet website. Any change must be received on or
before the Voting Deadline. If the Companies do not receive sufficient votes to
approve the proposal, they may extend the Voting Deadline and conduct a further
solicitation of votes. The Companies will solicit votes primarily by mail. The
Companies may supplement this effort by telephone calls, telegrams, e-mails,
personal interviews, and other communications by officers, employees, and agents
of the Companies or their affiliates, but no additional compensation will be
paid by the Companies to such individuals for such solicitation. Georgeson
Shareholder Communications Inc. ("Georgeson") will be retained by the Companies
to assist in the solicitation process, and will be paid by the Companies for
their services. Based on current estimates, the Companies anticipate that they
will pay Georgeson between $30,779 and $36,013 for these services. The actual
amount of these expenses will vary depending on a number of factors, such as the
number of Owners contacted by Georgeson. The Companies will bear these costs and
all other costs of soliciting votes.
THE PROPOSED SUBSTITUTION
I. THE TRANSACTION
On July 18, 2003, the Companies and the Separate Accounts submitted an
application to the Commission seeking approval to engage in the Substitution. If
completed, the Substitution will result in the Companies' redemption, in cash or
"in kind" (i.e., for portfolio securities), of Class A shares of the
AllianceBernstein Quasar Portfolio. The proceeds of such redemptions (either
cash or portfolio securities) will then be used to purchase shares of the
Roszel/Delaware Trend Portfolio.
If approved, the Substitution will take place at relative net asset value
with no change in the amount of any Owner's contract value or death benefit or
in the dollar value of his or her investments in the Subaccounts. Owners will
not incur any additional fees or charges as a result of the Substitution, nor
will their rights or the Companies' obligations under the Variable Contracts be
altered in any way. All applicable expenses incurred in connection with the
Substitution will be paid by the Companies. In addition, the Substitution will
not subject Owners to any federal income tax liability.
The Substitution will not cause the Variable Contract fees and charges
currently paid by existing Owners to be greater after the Substitution than
before the Substitution. To the extent that the total operating expenses of the
Roszel/Delaware Trend Portfolio (taking into account any expense waiver or
reimbursement), for each fiscal quarter during the twenty-four months following
the Substitution, exceed on an annualized basis the net expense level of the
AllianceBernstein Quasar Portfolio for the fiscal year ended December 31, 2002,
the Companies will, for each Variable Contract outstanding on the date of the
Substitution, make a corresponding reduction in Separate Account expenses on the
last day of such fiscal quarter, such that the amount of the Roszel/Delaware
Trend Portfolio's net expenses, together with those of the corresponding
Separate Account will, on an annualized basis, be no greater than the sum of the
net expenses of the AllianceBernstein Quasar Portfolio and the expenses of the
Separate Account for the 2002 fiscal year (the "Expense Limitation"). In
addition, for twenty-four months following the Substitution, the Companies will
not increase asset-based fees or charges for Variable Contracts outstanding on
the day of the Substitution. Thereafter, expenses of the Replacement Portfolio
will vary from year to year and may exceed those of the Substituted Portfolio.
Owners are entitled to approve or disapprove the Substitution. The
Substitution will not take place without the approval of each class of Variable
Contracts representing the lesser of: (1) a majority of the outstanding units
for the Subaccount as of the Record Date, or (2) 67% of such outstanding units
voted, if
3
votes received represent a majority of such units as of the Record Date. If the
Companies do not receive requisite approval for the proposed Substitution from
the MLLIC Retirement Plus and MLNY Retirement Plus classes of Variable
Contracts, each voting as a separate group, the Companies will not effect the
proposed Substitution for any class of Variable Contracts.
The Companies intend to effect the Substitution on November 21, 2003
(following close of business), following the issuance of an order of approval by
the Commission, the requisite approval of the Owners, and any approval required
by state insurance regulators.
II. REASONS FOR THE PROPOSED SUBSTITUTION
The proposed Substitution is part of an overall business plan involving the
management of the Companies to make their respective products, including the
Variable Contracts, more competitive (both in terms of new sales, as well as
with regard to the retention of existing blocks of business) and more efficient
to administer and oversee. Over the past several years, the Companies have
engaged in a thorough review of the efficiencies and structures of all of the
investment options offered under the Variable Contracts. Based on its continuing
evaluation of the available investment options, the Companies believe that more
concentrated and streamlined operations for investment options could result in
increased operational and administrative efficiencies and economies of scale for
the Companies. More specifically, the Companies feel that streamlining the
number of nonproprietary fund families available through the Variable Contracts
and altering the available portfolios will simplify the administration of the
Variable Contracts, particularly with regard to communications with the fund
families and the preparation of various reports and disclosure documents. This
streamlining will allow the Companies to enhance their communication efforts to
Owners and sales representatives regarding the available portfolios, and may
provide for more enhanced and timely reporting to the Companies from fund
families and therefore from the Companies to Owners. Furthermore, reducing the
number of nonproprietary fund families also will provide the Companies with more
control over fund changes that affect their Variable Contracts, allowing for
appropriate long-term strategic planning.
During this continuing evaluation of the available investment options, the
Companies also have engaged in a thorough review of the quality of all of the
investment options offered under the Variable Contracts. This due diligence
review involved an evaluation of the investment performance, the investment
process, and the investment teams responsible for the management of the
portfolios. Ultimately, the Companies concluded that certain portfolios offered
under the Variable Contracts warrant replacement and that it would be preferable
to make alternative investment options available to both current and future
Owners.
Though not a principal reason for the Substitution, the Substitution would
have the effect of transferring Variable Contract values to investment
portfolios managed by an affiliated person of the Companies, Roszel Advisors,
LLC ("Roszel Advisors") (the investment manager to the Replacement Portfolio and
the other portfolios of the MLIG Trust), thereby increasing the management fees
received by Roszel Advisors.
For the reasons discussed below, the Companies believe that replacing the
AllianceBernstein Quasar Portfolio with the Roszel/Delaware Trend Portfolio is
appropriate and in the best interests of Owners.
III. THE COMPANIES
MLLIC is a stock life insurance company that is domiciled in Arkansas. Its
operations include both life insurance and annuity products. MLLIC was
incorporated under the laws of the State of Washington on January 27, 1986 and
redomesticated to the State of Arkansas on August 31, 1991. As of December 31,
2002, MLLIC had assets of approximately $13.1 billion. MLLIC is authorized to
operate as a life insurance company in forty-nine states, the District of
Columbia, the U.S. Virgin Islands, Guam, and Puerto Rico. Its principal offices
are located at 1300 Merrill Lynch Drive, 2nd Floor, Pennington, New Jersey
08534.
MLNY is a stock life insurance company that is organized under the laws of
the State of New York on November 28, 1973. MLNY had approximately $1.1 billion
of assets under management as of December 31,
4
2002. MLNY is authorized to sell life insurance and annuities in nine states.
Its principal offices are located at 2 World Financial Center, South Tower, 5th
Floor, New York, New York 10281.
The Companies are wholly owned subsidiaries of Merrill Lynch Insurance
Group, Inc. ("MLIG"). The Companies are indirect wholly owned subsidiaries of
Merrill Lynch & Co., Inc., a publicly held company whose shares are traded on
the New York Stock Exchange.
IV. THE SEPARATE ACCOUNTS AND VARIABLE CONTRACTS
A. MLLIC RETIREMENT PLUS
Merrill Lynch Life Variable Annuity Separate Account A is a separate
investment account of MLLIC established under Arkansas law on August 6, 1991. It
currently has 42 subaccounts. Each subaccount invests in a corresponding
portfolio of an open-end management investment company. Retirement Plus Variable
Contracts, which invest in the Substituted Portfolio, have been issued by MLLIC
through Merrill Lynch Life Variable Annuity Separate Account A, and interests in
the Separate Account offered through such Variable Contracts have been
registered under the Securities Act of 1933, as amended (the "1933 Act"). The
Separate Account is registered with the Commission under the Investment Company
Act of 1940, as amended (the "1940 Act") as a unit investment trust.
MLLIC is the legal owner of the assets in the Merrill Lynch Life Variable
Annuity Separate Account A. Assets of the Separate Account equal to its reserves
and other liabilities under the outstanding Variable Contracts may not be
charged with liabilities arising from any other MLLIC business. Any income,
gain, or loss (whether or not realized) from the assets of the Separate Account
are credited to or charged against the Separate Account without regard to
MLLIC's other income, gain, or loss.
B. MLLIC INVESTOR LIFE, INVESTOR LIFE PLUS, ESTATE INVESTOR I, AND ESTATE
INVESTOR II
Merrill Lynch Variable Life Separate Account is a separate investment
account of MLLIC established under Arkansas law on November 19, 1990. It
currently has 37 subaccounts. Each subaccount invests in a corresponding
portfolio of an open-end management investment company. Investor Life, Investor
Life Plus, Estate Investor I, and Estate Investor II Variable Contracts, which
invest in the Substituted Portfolio, have been issued by MLLIC through Merrill
Lynch Variable Life Separate Account, and interests in the Separate Account
offered through such Variable Contracts have been registered under the 1933 Act.
The Separate Account is registered with the Commission under the 1940 Act as a
unit investment trust.
MLLIC is the legal owner of the assets in the Merrill Lynch Variable Life
Separate Account. Assets of the Separate Account equal to its reserves and other
liabilities under the outstanding Variable Contracts may not be charged with
liabilities arising from any other MLLIC business. Any income, gain, or loss
(whether or not realized) from the assets of the Separate Account are credited
to or charged against the Separate Account without regard to MLLIC's other
income, gain, or loss.
C. MLLIC PRIME PLAN I, PRIME PLAN II, PRIME PLAN III, PRIME PLAN IV, PRIME
PLAN V, PRIME PLAN VI, PRIME PLAN 7, PRIME PLAN INVESTOR, DIRECTED LIFE,
AND DIRECTED LIFE 2
Merrill Lynch Life Variable Life Separate Account II is a separate
investment account of MLLIC established by Tandem Insurance Group, Inc.
("Tandem") under Washington law on November 19, 1990. MLLIC acquired the
Separate Account in a merger with Tandem on October 1, 1991, in which MLLIC
assumed all of Tandem's liabilities and obligations under the contracts. It
currently has 48 subaccounts. Each subaccount invests in a corresponding
portfolio of an open-end management investment company. Prime Plan I, Prime Plan
II, Prime Plan III, Prime Plan IV, Prime Plan V, Prime Plan VI, Prime Plan 7,
Prime Plan Investor, Directed Life, and Directed Life 2 Variable Contracts,
which invest in the Substituted Portfolio, have been issued by MLLIC through
Merrill Lynch Life Variable Life Separate Account II, and interests in the
Separate Account offered through such Variable Contracts have been registered
under the 1933 Act. The Separate Account is registered with the Commission under
the 1940 Act as a unit investment trust.
5
MLLIC is the legal owner of the assets in the Merrill Lynch Life Variable
Life Separate Account II. Assets of the Separate Account equal to its reserves
and other liabilities under the outstanding Variable Contracts may not be
charged with liabilities arising from any other MLLIC business. Any income,
gain, or loss (whether or not realized) from the assets of the Separate Account
are credited to or charged against the Separate Account without regard to
MLLIC's other income, gain, or loss.
D. MLNY RETIREMENT PLUS
ML of New York Variable Annuity Separate Account A is a separate investment
account of MLNY established under New York law on August 14, 1991. It currently
has 42 subaccounts. Each subaccount invests in a corresponding portfolio of an
open-end management investment company. Retirement Plus Variable Contracts,
which invest in the Substituted Portfolio, have been issued by MLNY through ML
of New York Variable Annuity Separate Account A, and interests in the Separate
Account offered through such Variable Contracts have been registered under the
1933 Act. The Separate Account is registered with the Commission under the 1940
Act as a unit investment trust.
MLNY is the legal owner of the assets in the ML of New York Variable
Annuity Separate Account A. Assets of the Separate Account equal to its reserves
and other liabilities under the outstanding Variable Contracts may not be
charged with liabilities arising from any other MLNY business. Any income, gain,
or loss (whether or not realized) from the assets of the Separate Account are
credited to or charged against the Separate Account without regard to MLNY's
other income, gain, or loss.
E. MLNY INVESTOR LIFE AND INVESTOR LIFE PLUS
ML of New York Variable Life Separate Account II is a separate investment
account of MLNY established under New York law on December 4, 1991. It currently
has 37 subaccounts. Each subaccount invests in a corresponding portfolio of an
open-end management investment company. Investor Life and Investor Life Plus
Variable Contracts, which invest in the Substituted Portfolio, have been issued
by MLNY through ML of New York Variable Life Separate Account II, and interests
in the Separate Account offered through such Variable Contracts have been
registered under the 1933 Act. The Separate Account is registered with the
Commission under the 1940 Act as a unit investment trust.
MLNY is the legal owner of the assets in the ML of New York Variable Life
Separate Account II. Assets of the Separate Account equal to its reserves and
other liabilities under the outstanding Variable Contracts may not be charged
with liabilities arising from any other MLNY business. Any income, gain, or loss
(whether or not realized) from the assets of the Separate Account are credited
to or charged against the Separate Account without regard to MLNY's other
income, gain, or loss.
F. MLNY PRIME PLAN I, PRIME PLAN II, PRIME PLAN III, PRIME PLAN IV, PRIME
PLAN V, PRIME PLAN VI, PRIME PLAN 7, PRIME PLAN INVESTOR, DIRECTED LIFE,
AND DIRECTED LIFE 2
ML of New York Variable Life Separate Account is a separate investment
account of MLNY established under New York law on November 19, 1990. It
currently has 48 subaccounts. Each subaccount invests in a corresponding
portfolio of an open-end management investment company. Prime Plan I, Prime Plan
II, Prime Plan III, Prime Plan IV, Prime Plan V, Prime Plan VI, Prime Plan 7,
Prime Plan Investor, Directed Life, and Directed Life 2 Variable Contracts,
which invest in the Substituted Portfolio, have been issued by MLNY through ML
of New York Variable Life Separate Account, and interests in the Separate
Account offered through such Variable Contracts have been registered under the
1933 Act. The Separate Account is registered with the Commission under the 1940
Act as a unit investment trust.
MLNY is the legal owner of the assets in the ML of New York Variable Life
Separate Account. Assets of the Separate Account equal to its reserves and other
liabilities under the outstanding Variable Contracts may not be charged with
liabilities arising from any other MLNY business. Any income, gain, or loss
(whether or not realized) from the assets of the Separate Account are credited
to or charged against the Separate Account without regard to MLNY's other
income, gain, or loss.
6
V. THE PORTFOLIOS
A. ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
The AllianceBernstein Fund is registered as an open-end management
investment company under the 1940 Act and currently offers 19 separate
investment portfolios, including the AllianceBernstein Quasar Portfolio. The
AllianceBernstein Fund issues a separate series of shares of common stock in
connection with each portfolio, and has registered such shares under the 1933
Act.
B. MLIG VARIABLE INSURANCE TRUST
The MLIG Trust is registered as an open-end management investment company
under the 1940 Act and currently offers 24 separate investment portfolios,
including the Roszel/Delaware Trend Portfolio. The MLIG Trust issues a separate
series of shares of common stock in connection with each portfolio, and has
registered such shares under the 1933 Act.
VI. MANAGEMENT OF THE PORTFOLIOS
A. ALLIANCEBERNSTEIN QUASAR PORTFOLIO
Alliance Capital Management, L.P. ("Alliance"), a Delaware limited
partnership, serves as the investment adviser for the AllianceBernstein Quasar
Portfolio (and the other portfolios of the AllianceBernstein Fund). Alliance
Capital Management Corporation, the sole general partner of Alliance, is an
indirect wholly owned subsidiary of The Equitable Life Assurance Society of the
United States, which is in turn a wholly owned subsidiary of AXA Financial,
Inc., a holding company which is controlled by AXA, a French insurance holding
company for an international group of insurance and related financial services
companies. Alliance's principal business is 1345 Avenue of the Americas, 49th
Floor, New York, NY 10105.
For its services, Alliance receives an investment advisory fee based on the
average daily net assets of the AllianceBernstein Quasar Portfolio.
B. ROSZEL/DELAWARE TREND PORTFOLIO
Roszel Advisors serves as the investment manager of the Roszel/Delaware
Trend Portfolio (and the other portfolios of the MLIG Trust). Roszel Advisors is
a wholly owned subsidiary of MLIG, and its principal place of business is 1300
Merrill Lynch Drive, Pennington, NJ 08534.
The MLIG Trust and Roszel Advisors obtained an order from the Commission
(the "Manager of Managers Order") that permits the MLIG Trust and Roszel
Advisors to enter into and materially amend investment subadvisory agreements
without obtaining shareholder approval. The relief granted in the Manager of
Managers Order extends to the Roszel/Delaware Trend Portfolio. Accordingly, as
the investment manager, Roszel Advisors is responsible (subject to oversight by
the board of directors of the MLIG Trust) for overall management of the MLIG
Trust and for retaining additional subadvisers to manage the assets of each
portfolio. Roszel Advisors selects subadvisers based on a continuing
quantitative and qualitative evaluation of their skills and proven abilities in
managing assets pursuant to a particular investment style. IF YOU APPROVE THE
PROPOSED SUBSTITUTION, THAT MEANS YOU APPROVE THE REPLACEMENT PORTFOLIO'S
RELIANCE ON THIS MANAGER OF MANAGERS ORDER.
Delaware Management Company ("DMC") is the subadviser to the
Roszel/Delaware Trend Portfolio. DMC is a series of Delaware Management Business
Trust, which is an indirect, wholly owned subsidiary of Delaware Management
Holdings, Inc. DMC's principal business address is One Commerce Square,
Philadelphia, PA 19103.
For its services, Roszel Advisors is paid an advisory fee based on the
average daily net assets of the Roszel/Delaware Trend Portfolio, and Roszel
Advisors pays DMC for subadvisory services rendered to the portfolios.
7
VII. COMPARISON OF THE PORTFOLIOS
The following discussion is primarily a summary of certain parts of the
current prospectuses and/or recent annual and semi-annual shareholder reports
for the Roszel/Delaware Trend Portfolio and AllianceBernstein Quasar Portfolio.
This Voting Information Statement is accompanied by current prospectuses for the
Roszel/Delaware Trend Portfolio and AllianceBernstein Quasar Portfolio, or
Owners will have previously received such prospectuses. The most recent annual
shareholder report and semi-annual shareholder report for the Roszel/Delaware
Trend Portfolio are available without charge upon request. As an Owner invested
in the AllianceBernstein Quasar Portfolio, you should have received the most
recent annual shareholder report and semi-annual shareholder report for the
AllianceBernstein Quasar Portfolio. Information contained in this Voting
Information Statement is qualified by the more complete information set forth in
such prospectuses and reports which are incorporated by reference herein.
As set forth below, the investment objectives and principal investment
strategies of the Substituted Portfolio and Replacement Portfolio are
substantially the same, and the types of investment advisory and administrative
services provided to the Replacement Portfolio are comparable to the types of
investment advisory and administrative services provided to the Substituted
Portfolio.
A. COMPARISON OF INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT POLICIES
<Table>
<Caption>
ALLIANCEBERNSTEIN QUASAR PORTFOLIO ROSZEL/ DELAWARE TREND PORTFOLIO
- -------------------------------------------- --------------------------------------------
INVESTMENT OBJECTIVE INVESTMENT OBJECTIVE
To seek growth of capital by pursuing To seek long-term capital appreciation.
aggressive investment policies. The
portfolio treats current income as
incidental to its objective
INVESTMENT POLICIES INVESTMENT POLICIES
The portfolio generally invests in a widely The portfolio invests at least 65% of total
diversified portfolio of equity securities assets in small cap equities of companies
spread among many industries that offer the believed to have potential for high earnings
possibility of above-average earnings growth. The portfolio's investment adviser
growth. The portfolio currently emphasizes seeks small companies that offer substantial
investment in small-cap companies. The opportunities for long-term price
portfolio invests in well-known and appreciation because they are poised to
established companies and in new and benefit from changing and dominant social
unseasoned companies. The portfolio can and political trends. The portfolio's
invest in the equity securities of any investment adviser evaluates company
company and industry and in any type of management, product development and sales
security with potential for capital and earnings, and it seeks market leaders,
appreciation. When selecting securities, the strong product cycles, innovate concepts,
portfolio's investment adviser considers the and industry trends. Also considered are a
economic and political outlook, the values company's price-to-earning ratio, estimated
of specific securities relative to other growth rates, market cap, and cash flows to
investments, trends in the determinants of determine the company's attractiveness. To
corporate profits, and management reduce the risk of investing in small cap
capabilities and practices. The portfolio companies, the portfolio invests in a
also may invest in non-convertible bonds, well-diversified portfolio of different
preferred stocks, and foreign securities. stocks representing a wide array of
industries. The portfolio uses the Russell
2500 Growth Index as a performance
benchmark. The portfolio may invest up to
25% of total assets in foreign securities.
</Table>
The Roszel/Delaware Trend Portfolio shares a substantially comparable
investment objective with the AllianceBernstein Quasar Portfolio, as the
Roszel/Delaware Trend Portfolio seeks long-term capital appreciation and the
AllianceBernstein Quasar Portfolio seeks growth of capital by pursuing
aggressive investment policies. In addition, although not explicitly stated as
part of its investment objective, the Roszel/Delaware Trend Portfolio treats
current income as incidental to its investment objective, as does the
AllianceBernstein Quasar Portfolio. The investment policies of the
Roszel/Delaware Trend Portfolio and the AllianceBernstein Quasar Portfolio also
are similar in that both portfolios seek to achieve their objectives by
investing in the
8
equity securities of a diversified pool of small cap companies with prospects
for above-average earnings growth.
B. COMPARISON OF ADVISORY FEES AND OTHER EXPENSES
The following charts compare the total operating expenses (before and after
any waivers and reimbursements) for the year ended December 31, 2002, expressed
as an annual percentage of average daily net assets, of the Substituted
Portfolio and the Replacement Portfolio. For two years following the
Substitution, MLLIC and MLNY will limit certain expenses for Variable Contracts
outstanding on the day of the Substitution pursuant to the Expense Limitation
described above. Thereafter, expenses of the Replacement Portfolio will vary
from year to year and may exceed those of the Substituted Portfolio.
<Table>
<Caption>
ALLIANCEBERNSTEIN ROSZEL/
QUASAR PORTFOLIO DELAWARE TREND
(CLASS A) PORTFOLIO(2)
----------------- ----------------
Management Fees........................................ 1.00% 0.85%
12b-1 Fees............................................. N/A N/A
Other Expenses......................................... 0.25% 0.97%
Total Operating Expenses............................... 1.25% 1.82%
Less Expense Waivers and Reimbursements................ N/A (0.67%)
Net Operating Expenses................................. 1.25%(3) 1.15%
</Table>
C. COMPARISON OF ADVISORY AND SUBADVISORY SERVICES
The following chart compares the fees paid for advisory and subadvisory
services for the fiscal year ending December 31, 2002, expressed as an annual
percentage of average daily net assets, by the Substituted Portfolio and the
Replacement Portfolio.
<Table>
<Caption>
ALLIANCEBERNSTEIN QUASAR PORTFOLIO ROSZEL/ DELAWARE TREND PORTFOLIO
- --------------------------------------------------- ---------------------------------------------------
ANNUAL SUBADVISORY FEES ANNUAL SUBADVISORY FEES
ANNUAL ADVISORY FEES (PAID BY THE ADVISER) ANNUAL ADVISORY FEES (PAID BY THE ADVISER)
- -------------------- ---------------------------- -------------------- ----------------------------
1.00% N/A 0.85% 0.40% on the first $100
million, 0.35% on the second
$100 million, and 0.33% on
assets in excess of $200
million
</Table>
D. COMPARISON OF ASSET LEVELS AND PERFORMANCE
Because the Roszel/Delaware Trend Portfolio only began operations on May 1,
2003, it does not yet have any assets or performance to compare to the
Substituted Portfolio.
E. COMPARISON OF INVESTMENT RISKS
Because the Roszel/Delaware Trend Portfolio and the AllianceBernstein
Quasar Portfolio share substantially comparable investment objectives and
investment policies, they generally invest in the same
- ---------------
(2) "Other Expenses" for the Roszel/Delaware Trend Portfolio are based on
estimates for the fiscal year ended December 31, 2003. In addition, MLIG
Trust has entered into an expense limitation arrangement with Roszel
Advisors whereby Roszel Advisors will reimburse the Roszel/Delaware Trend
Portfolio to the extent total operating expenses (excluding interest, taxes,
brokerage commissions, expenses in the form of fees paid to the Trust
service providers by brokers in connection with directed brokerage
arrangements, other expenditures that are capitalized in accordance with
generally accepted accounting principles, and other extraordinary expenses
not incurred in the ordinary course of the Portfolio's business) exceed
certain limits. The expense limitation agreement is effective through April
30, 2004, and is expected to continue from year to year, conditioned upon
approval for continuance by the board of trustees of the MLIG Trust.
(3) Net Operating Expenses for the AllianceBernstein Quasar Portfolio do not
reflect fees waived or expenses assumed by Alliance during the year ended
December 31, 2002. Such waivers and assumption of expenses were made on a
voluntary basis, and Alliance has discontinued this waiver. During the
fiscal year ended December 31, 2002, Alliance waived management fees
totaling 0.12% and other expenses totaling 0.02% for the AllianceBernstein
Quasar Portfolio. After considering such reimbursements, actual Net
Operating Expenses were 1.11%.
9
types of securities (e.g., equity securities), and thus are subject to
substantially the same types of risks. As with any mutual fund that invests in
equity securities, both of these portfolios are subject to market risk. Loss of
money is a significant risk of investing in either of these portfolios. Due to
its current focus on equity securities of smaller companies that may appreciate
in value and lack of emphasis on those that provide income, these portfolios
typically experiences greater volatility over time than funds that invest
largely in income-bearing securities or funds that invest in equity securities
representing a greater range of market capitalizations. Smaller companies may
have limited product lines, markets, or financial resources and their securities
may be less liquid than securities issued by larger, more established companies.
To the extent that the Roszel/Delaware Trend Portfolio and the AllianceBernstein
Quasar Portfolio portfolios invest in non-convertible bonds, preferred stocks,
and foreign stocks, they would be subject to interest rate risk, credit risk,
foreign risk, and currency risk.
VIII. EFFECTS ON OWNERS
Additional facts concerning Owners' rights in connection with the
Substitution are as follows:
A. OWNERS WILL NOT:
- experience any change in the amount of contract value, death benefit, or
dollar value of their investments in any of the subaccounts of the
Separate Accounts as a result of the Substitution;
- incur any fees or charges as a result of the Substitution, including
charges that would otherwise be applied to transfers;
- experience an increase in the Variable Contract fees and charges as a
result of the Substitution;
- experience, with regard to Variable Contracts outstanding on the day of
the Substitution, an increase in the total operating expenses of the
Replacement Portfolio above those of the Substituted Portfolio as of
December 31, 2002 for twenty-four months following the Substitution,
pursuant to the Expense Limitation described above (thereafter, expenses
of the Replacement Portfolio will vary from year to year and may exceed
those of the Substituted Portfolio);
- experience, with regard to Variable Contracts outstanding on the day of
the Substitution, an increase in asset-based fees or charges for
twenty-four months following the Substitution;
- have their rights, or the Companies' obligations, under the Variable
Contracts altered in any way as a result of the Substitution (although
Owners will lose their right to vote on whether the MLIG Trust and Roszel
Advisors may enter into and materially amend investment subadvisory
agreements relating to the Replacement Portfolio, pursuant to the Manager
of Managers Order described above);
- incur any expenses as a result of the Substitution; or
- incur any federal income tax liability as a result of the Substitution.
B. OWNERS WILL:
- from July 18, 2003 through 30 days following the date of the
Substitution, be permitted to make one transfer of contract value from a
Subaccount to any other available subaccount(s) without that transfer
counting towards the number of transfers permitted should the Companies
begin charging for or otherwise limiting transfers in the future (the
Companies do not currently impose a charge for transfers or limit the
number of transfers permitted each year); and
- before the Substitution occurs, receive a copy of the most recent
prospectus for the Replacement Portfolio.
C. THE COMPANIES WILL:
- pay all expenses incurred in connection with the Substitution, including
legal, accounting, transactional, proxy, brokerage commissions, and other
fees and expenses.
10
D. THE COMPANIES WILL NOT:
- exercise any right they may have under the Variable Contracts to impose
restrictions or charges on transfers until at least 30 days after the
Substitution occurs.
THE COMPANIES RECOMMEND THAT YOU VOTE TO "APPROVE" THE PROPOSED
SUBSTITUTION (WHICH ALSO MEANS APPROVAL OF THE REPLACEMENT PORTFOLIO'S RELIANCE
ON THE MANAGER OF MANAGERS ORDER DESCRIBED ABOVE).
GENERAL INFORMATION
I. COST OF SOLICITATION
The Companies will pay the cost of the solicitation, including the
preparation and mailing of the Voting Information Statement and Voting Form, the
solicitation of votes, and legal and other expenses.
II. SERVICE PROVIDERS
Merrill Lynch, Pierce, Fenner & Smith Incorporated, an indirect wholly
owned subsidiary of Merrill Lynch & Co., Inc., serves as principal underwriter
and distributor for the Separate Accounts and the Variable Contracts. Its
principal business address is 4 World Financial Center New York, NY 10080. The
Separate Account has no administrator.
III. OWNER PROPOSALS
Owners have no rights under the Variable Contracts to put voting proposals
before the Owners.
IV. PROSPECTUSES AND ANNUAL AND SEMI-ANNUAL REPORTS
Upon request, the Companies will furnish, without charge, a copy of the
most recent annual shareholder reports and semi-annual shareholder reports for
the Roszel/Delaware Trend Portfolio and additional copies of the current
prospectuses for the Roszel/Delaware Trend Portfolio and AllianceBernstein
Quasar Portfolio and the most recent annual shareholder reports and semi-annual
shareholder reports for the AllianceBernstein Quasar Portfolio. To request any
of these, please call or write the Service Center applicable to your class of
Variable Contracts as noted below under "Inquiries."
V. DISSENTER'S RIGHTS OF APPRAISAL
Taken together, Arkansas Insurance law (in the case of MLLIC) or New York
Insurance law (in the case of MLNY) and the terms of the Variable Contracts do
not appear to provide appraisal rights to investors, such as the Owners, beyond
their right to receipt of the cash surrender value of their Variable Contracts.
The Companies believe that, for transactions such as the Substitution, this
requires, in effect, that values be determined as of 4:00 p.m. on the date of
the Substitution.
Interpretations of the 1940 Act by the Commission staff limit appraisal
rights of investors in a registered unit investment trust, such as Owners, to
those provided by Rule 22c-1 under the 1940 Act. Rule 22c-1, in effect, requires
for transactions such as the Substitution that values be determined as of 4:00
p.m. on the date of the Substitution.
11
VI. INQUIRIES
Owners may make inquiries by contacting their Financial Advisor or calling
or writing the Service Center applicable to their class of Variable Contracts as
follows:
<Table>
<Caption>
CLASS OF VARIABLE CONTRACT SERVICE CENTER
- -------------------------- ---------------------------------------------
MLLIC Retirement Plus Address: P.O. Box 44222
Jacksonville, Florida 32231-4222
Phone: 1-800-535-5549
MLNY Retirement Plus Address: P.O. Box 44222
Jacksonville, Florida 32231-4222
Phone: 1-800-535-5549
MLLIC Investor Life, Investor Life Plus, Address: P.O. Box 441395
Estate Investor I, and Estate Investor II Jacksonville, Florida 32231-4139
Phone: 1-800-354-5333
MLNY Investor Life and Investor Life Plus Address: P.O. Box 441395
Jacksonville, Florida 32231-4139
Phone: 1-800-831-8172
MLLIC Prime Plan I, Prime Plan II, Prime Plan Address: P.O. Box 441395
III, Prime Plan IV, Prime Plan V, Prime Plan Jacksonville, Florida 32231-4139
VI, Prime Plan 7, Prime Plan Investor, Phone: 1-800-354-5333
Directed Life, and Directed Life 2
MLNY Prime Plan I, Prime Plan II, Prime Plan Address: P.O. Box 441395
III, Prime Plan IV, Prime Plan V, Prime Plan Jacksonville, Florida 32231-4139
VI, Prime Plan 7, Prime Plan Investor, Phone: 1-800-831-8172
Directed Life, and Directed Life 2
</Table>
THE COMPANIES REQUEST THAT YOU PROMPTLY EXECUTE AND RETURN
THE ENCLOSED VOTING FORM. A PRE-ADDRESSED, POSTAGE-PAID ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. YOU ALSO MAY CAST YOUR VOTE BY CALLING
1-800-690-6903 OR ACCESSING HTTPS://WWW.PROXYWEB.COM.
Current prospectuses and the most recent annual and semi-annual shareholder
reports for the Roszel/ Delaware Trend Portfolio and AllianceBernstein Quasar
Portfolio are incorporated by reference into this Voting Information Statement.
The 1940 Act filing numbers and effective dates of each of these documents are
as follows:
- Prospectus dated May 1, 2003 for the Roszel/Delaware Trend Portfolio,
811-21038
- Semi-annual report dated June 30, 2003 for the Roszel/Delaware Trend
Portfolio, 811-21038
- Prospectus dated May 1, 2003 for the AllianceBernstein Quasar Portfolio,
811-5398
- Annual report dated December 31, 2002 for the AllianceBernstein Quasar
Portfolio (formerly Alliance Quasar Portfolio), 811-5398
- Semi-annual report dated June 30, 2003 for the AllianceBernstein Quasar
Portfolio, 811-5398
12
VOTING FORM
MERRILL LYNCH LIFE INSURANCE COMPANY
ML LIFE INSURANCE COMPANY OF NEW YORK
[Name of Contract Owner] Voting Authentication Number:
[Address]
[City, ST 00000]
Your variable life insurance contract or variable annuity contract issued by
Merrill Lynch Life Insurance Company or ML Life Insurance Company of New York
(collectively, the "Companies") through one of their separate accounts (the
"Separate Accounts") entitles you to vote as to each dollar of contract value
you held in the Subaccount of the applicable Separate Account investing in Class
A shares of the AllianceBernstein Quasar Portfolio, a series of the
AllianceBernstein Variable Products Fund, as of September 12, 2003. To be
counted, your Voting Form must be received by the Companies no later than
Friday, November 7, 2003, at 4:00 p.m. Eastern Standard Time.
THE COMPANIES RECOMMEND THAT YOU VOTE TO "APPROVE" THE PROPOSAL.
I hereby instruct Merrill Lynch Life Insurance Company or ML Life Insurance
Company of New York to count each dollar of contract value as to which I am
entitled to vote as follows:
Approve Disapprove Abstain
--------------- --------------- ---------------
for the following proposal:
Substitute shares of the Roszel/Delaware Trend Portfolio for
Class A shares of the AllianceBernstein Quasar Portfolio (which
also means approval of the Roszel/Delaware Trend Portfolio's
reliance on the Manager of Managers order described in the
attached Voting Information Statement)
I hereby revoke any and all votes with respect to the foregoing proposal
previously given by me. I acknowledge receipt of the Voting Information
Statement dated October 10, 2003, which describes the above proposal.
<Table>
- ------------------------------------------ ---------------------------
Authorized signature Date
- ------------------------------------------------------------------------
Variable Contract Owner Name
</Table>
PLEASE COMPLETE, SIGN, AND DATE THIS FORM AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. Please use blue or black ink or dark pencil. SIGNED VOTING FORMS THAT
DO NOT INDICATE A VOTE WILL BE TREATED AS A VOTE TO APPROVE THE PROPOSAL.
13