<PAGE>
As filed with the Securities and Exchange Commission on November 13, 2000
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
[ ] Confidential, For Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE S&P 500 (Registered Trade Mark) PROTECTED EQUITY FUND, INC.
P.O.BOX 9011
PRINCETON, NEW JERSEY 08543-9011
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Same as above
--------------------------------------------------------------------------------
(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:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[ ] 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 registrations statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
--------------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------------------
<PAGE>
THE S&P 500 (REGISTERED TRADEMARK) PROTECTED EQUITY FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
--------------------
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
--------------------
TO BE HELD ON DECEMBER 13, 2000
To The Stockholders of THE S&P 500 (REGISTERED TRADEMARK) PROTECTED EQUITY
FUND, INC.:
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders (the
"Meeting") of The S&P 500 (Registered Trademark) Protected Equity Fund, Inc.
(the "Fund") will be held at the offices of Merrill Lynch Investment Managers,
L.P. ("MLIM"), 800 Scudders Mill Road, Plainsboro, New Jersey 08536, on
Wednesday, December 13, 2000 at 3:40 p.m. for the following purposes:
(1) To elect a Board of Directors to serve for the ensuing year;
(2) To consider and act upon a proposal to ratify the selection of Deloitte
& Touche LLP to serve as independent auditors of the Fund for its
current fiscal year; and
(3) To transact such other business as may properly come before the Meeting
or any adjournment thereof.
The Board of Directors of the Fund has fixed the close of business on October
30, 2000 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 stockholder of the
Fund for any purpose germane to the Meeting during ordinary business hours from
and after November 29, 2000, 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 THIS PURPOSE. IF YOU HAVE BEEN PROVIDED WITH THE
OPPORTUNITY ON YOUR PROXY CARD OR VOTING INSTRUCTION FORM TO PROVIDE VOTING
INSTRUCTIONS VIA TELEPHONE OR THE INTERNET, PLEASE TAKE ADVANTAGE OF THESE
PROMPT AND EFFICIENT VOTING OPTIONS. The enclosed proxy is being solicited on
behalf of the Board of Directors of the Fund.
If you have any questions regarding the enclosed proxy material or need
assistance in voting your shares, please contact our proxy solicitor,
Shareholder Communications Corporation at (800) 645-4519.
By Order of the Board of Directors,
Ira P. Shapiro
Secretary
Plainsboro, New Jersey
Dated: November 15, 2000
<PAGE>
PROXY STATEMENT
----------------
THE S&P 500 (REGISTERED TRADEMARK) PROTECTED EQUITY FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
----------------
2000 ANNUAL MEETING OF STOCKHOLDERS
----------------
DECEMBER 13, 2000
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors (the "Directors") of The S&P 500
(Registered Trademark) Protected Equity Fund, Inc. (the "Fund"), to be voted
at the 2000 Annual Meeting of Stockholders of the Fund (the "Meeting"), to be
held at the offices of Merrill Lynch Investment Managers, L.P. ("MLIM"), 800
Scudders Mill Road, Plainsboro, New Jersey 08536, on Wednesday, December 13,
2000 at 3:40 p.m. The approximate mailing date of this Proxy Statement is
November 15, 2000.
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 the Directors to serve for the ensuing year, and
for the ratification of the selection of independent auditors to serve for the
Fund's current fiscal year. Any proxy may be revoked at any time prior to the
exercise thereof by giving written notice to the Secretary of the Fund at the
Fund's address indicated above or by voting in person at the Meeting.
The Board of Directors of the Fund has fixed the close of business on October
30, 2000 as the record date (the "Record Date") for the determination of
stockholders entitled to notice of and to vote at the Meeting and at any
adjournment thereof. Stockholders on the Record Date will be entitled to one
vote for each share held, with no shares having cumulative voting rights. As of
the Record Date, the Fund had outstanding 31,510,000 shares of common stock,
par value $.10 per share ("Common Stock"). Persons who, to the knowledge of the
Fund beneficially own more than five percent of its outstanding shares are
listed herein under "Stock Ownership of Certain Beneficial Owners."
The Board of Directors of the Fund knows of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting that will be presented for
consideration at the Meeting. If any other matter is properly presented at the
Meeting, it is the intention of the persons named on the enclosed proxy to vote
in accordance with their best judgment.
ITEM 1. ELECTION OF DIRECTORS
At the Meeting, seven Directors of the Fund will be elected to serve until
the next Annual Meeting of Stockholders and until their successors are elected
and qualified. It is intended that all properly executed proxies will be voted
(unless such authority has been withheld in the proxy or properly revoked) in
<PAGE>
favor of the seven (7) nominees listed below. 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 will be voted for such
substitute nominee or nominees as the Board of Directors may recommend.
Certain information concerning the nominees is set forth below:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS COMMON STOCK
DURING PAST FIVE YEARS DIRECTOR BENEFICIALLY OWNED AT
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE THE RECORD DATE
--------------------------------- ----- ---------------------------------- ---------- ----------------------
<S> <C> <C> <C> <C>
Terry K. Glenn(1)* .............. 60 Executive Vice President of 1999 - 0 -
P.O. Box 9011 MLIM and Fund Asset
Princeton, NJ 08543-9011 Management, L.P., ("FAM")
(which terms as used herein
include their corporate
predecessors) since 1983;
Executive Vice President and
Director of Princeton Services,
Inc. ("Princeton Services") since
1993; President of FAM
Distributors, Inc. ("FAMD")
since 1986 and Director thereof
since 1991; President of
Princeton Administrators, L.P.
since 1988.
M. Colyer Crum(1) ............... 68 Currently James R. Williston Nominee - 0 -
104 Westcliff Road Professor of Investment
Weston, Massachusetts 02493-1410 Management Emeritus, Harvard
Business School; James R.
Williston Professor of
Investment Management,
Harvard Business School from
1971 to 1996; Director of
Cambridge Bancorp.
Laurie Simon Hodrick(1) ......... 38 Professor of Finance and Nominee - 0 -
809 Uris Hall Economics, Graduate School of
3022 Broadway Business, Columbia University
New York, New York 10027 since 1998; Associate Professor
of Finance and Economics,
Graduate School of Business,
Columbia University from 1996
to 1998; Associate Professor of
Finance, J.L. Kellogg Graduate
School of Management,
Northwestern University from
1992 to 1996.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS COMMON STOCK
DURING PAST FIVE YEARS DIRECTOR BENEFICIALLY OWNED AT
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE THE RECORD DATE
------------------------------------ ----- --------------------------------- ---------- ----------------------
<S> <C> <C> <C> <C>
Jack B. Sunderland(1)(2)** ......... 72 President and Director of 1999 - 0 -
P.O. Box 7 American Independent Oil
West Cornwall, Connecticut 06796 Company, Inc. (an energy
company) since 1987; Member
of Council on Foreign Relations
since 1971.
Stephen B. Swensrud(1)(2) .......... 67 Chairman of Fernwood 1999 - 0 -
88 Broad Street, 2nd Floor Advisors (investment adviser)
Boston, Massachusetts 02110 since 1996; Principal of
Fernwood Associates (financial
consultants) since 1975;
Chairman of RPP Corporation
(manufacturing company) since
1978; Director of International
Mobile Communications, Inc.
(telecommunications company)
since 1998.
J. Thomas Touchton(1)(2) ........... 61 Managing Partner of The Witt 1999 - 0 -
Suite 3405, One Tampa City Center Touchton Company and its
201 North Franklin Street predecessor, The Witt Co. (a
Tampa, Florida 33602 private investment partnership)
since 1972; Trustee Emeritus of
Washington and Lee University;
Director of TECO Energy, Inc.
(an electric utility holding
company).
Fred G. Weiss(1) ................... 59 Managing Director of FGW Nominee - 0 -
16450 Maddalena Place Associates since 1997; Director
Delray Beach, Florida 33446 of Watson Pharmaceutical, Inc.
(a pharmaceutical company)
since 2000; Director of the
Michael J. Fox Foundation for
Parkinson's Research; Director
of Laboratories Phoenix USA,
Inc. (a private drug delivery
company); and Director of
Kann Institute for Medical
Careers, Inc. (a private medical
education company).
</TABLE>
----------
(1) Each Director and nominee is a director, trustee or member of an advisory
board of certain other investment companies for which MLIM, FAM or their
affiliates act as investment adviser. See "Compensation of Directors"
below.
(2) Member of the Audit and Nominating Committee of the Board of Directors.
* Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Fund.
** Pursuant to the Fund's retirement policy, it is anticipated that Mr.
Sunderland will retire from the Board of Directors of the Fund after
December 31, 2000.
3
<PAGE>
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 nominee or nominees as
the Directors may recommend.
Committee and Board Meetings. The Board of Directors of the Fund has a
standing Audit and Nominating Committee (the "Audit Committee"), which consists
of the Directors who are not "interested persons" of the Fund within the
meaning of the Investment Company Act. The principal purpose of the Audit
Committee is to review the scope of the annual audit conducted by the Fund's
independent auditors and the evaluation by such auditors of the accounting
procedures followed by the Fund. The Audit Committee also reviews and nominates
candidates to serve as non-interested Directors. The Audit Committee generally
will not consider nominees recommended by stockholders of the Fund. The
non-interested Directors have retained independent legal counsel to assist them
in connection with these duties.
During the Fund's fiscal year ended September 30, 2000, the Board of
Directors held four meetings and the Audit Committee held three meetings. All
of the Directors then serving attended at least 75% of the aggregate of the
total number of meetings of the Board of Directors and, if a member, the total
number of meetings of the Audit Committee held during such period.
Compliance with Section 16(a) of the Securities Exchange Act of
1934. Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the officers and Directors of the Fund and persons
who own more than ten percent of a registered class of the Fund's equity
securities, to file reports of ownership and changes in ownership on Forms 3, 4
and 5 with the Securities and Exchange Commission ("SEC") and the New York
Stock Exchange ("NYSE"). Officers, Directors and greater than ten percent
stockholders are required by SEC regulations to furnish the Fund with copies of
all Forms 3, 4 and 5 they file.
Based solely on the Fund's review of the copies of such forms, and amendments
thereto, furnished to it during or with respect to its most recent fiscal year,
and written representations from certain reporting persons that they were not
required to file Form 5 with respect to the most recent fiscal year, the Fund
believes that all of its officers, Directors, greater than ten percent
beneficial owners and other persons subject to Section 16 of the Exchange Act
due to the requirements of Section 30 of the Investment Company Act (i.e., any
advisory board member, investment adviser or affiliated person of the Fund's
investment adviser) have complied with all filing requirements applicable to
them with respect to transactions during the Fund's most recent fiscal year,
except that Michael G. Clark inadvertently made a late Form 4 filing reporting
a change in beneficial ownership of Fund shares.
Interested Persons. The Fund considers Mr. Glenn to be an "interested
person" of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act because of the positions he holds with MLIM and its affiliates
and/or due to his ownership of securities issued by Merrill Lynch & Company
("ML & Co.") Mr. Glenn is the President of the Fund.
Compensation of Directors. MLIM, the Fund's investment adviser, pays all
compensation to all officers of the Fund and Directors of the Fund who are
affiliated with ML & Co. or its affiliates. The Fund pays each Director not
affiliated with FAM (each a "non-interested Director") a fee of $2,500 per year
plus $250 per meeting attended, together with such Director's actual
out-of-pocket expenses relating to attendance at meetings. The Fund also pays
each member of the Audit Committee, which consists of all of the non-interested
Directors, a fee of $1,000 per year. These fees and expenses aggregated $15,399
for the fiscal year ended September 30, 2000.
4
<PAGE>
The following table sets forth for the fiscal year ended September 30, 2000
compensation paid by the Fund to the non-interested Directors and nominees as
such and, for the calendar year ended December 31, 1999, the aggregate
compensation paid by all investment companies advised by MLIM and its
affiliate, FAM ("MLIM/FAM advised funds"), to the non-interested Directors and
nominees.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION
PENSION OR RETIREMENT FROM FUND AND
COMPENSATION BENEFITS ACCRUED AS PART MLIM/FAM ADVISED
NAME OF DIRECTOR OR NOMINEE FROM FUND OF FUND EXPENSES FUNDS PAID TO DIRECTORS
--------------------------------- -------------- -------------------------- ------------------------
<S> <C> <C> <C>
M. Colyer Crum(1) ............... $ 0 None $122,975
Laurie Simon Hodrick(1) ......... $ 0 None $ 53,000
Jack B. Sunderland(1) ........... $4,500 None $143,975
Stephen B. Swensrud(1) .......... $4,500 None $232,250
J. Thomas Touchton(1) ........... $4,500 None $142,725
Fred G. Weiss(1) ................ $ 0 None $122,975
</TABLE>
----------
(1) The Directors serve on the boards of MLIM/FAM advised funds as follows:
Mr. Crum (25 registered investment companies consisting of 55
portfolios); Ms. Hodrick (25 registered investment companies consisting
of 55 portfolios); Mr. Sunderland (25 registered investment companies
consisting of 55 portfolios); Mr. Swensrud (44 registered investment
companies consisting of 91 portfolios); Mr. Touchton (25 registered
investment companies consisting of 55 portfolios); and Mr. Weiss (25
registered investment companies consisting of 55 portfolios).
Officers of the Fund. The Directors have elected four officers of the
Fund. Officers of the Fund are elected and appointed by the Directors and hold
office until they resign, are removed or are otherwise disqualified to serve.
The following sets forth information concerning each of these officers:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION OFFICE AGE OFFICER SINCE
----------------------------------------------------------------- ---------------- ----- --------------
<S> <C> <C> <C>
Terry K. Glenn .................................................. President 60 1999
Executive Vice President of MLIM and FAM since 1983;
Executive Vice President and Director of Princeton Services
since 1993; President of Princeton Funds Distributor, Inc.
("PFD") since 1986 and Director thereof since 1991; President of
Princeton Administrators, L.P. since 1988.
Eric S. Mitofsky ................................................ Senior Vice 46 1999
First Vice President of MLIM and certain of its affiliates since President and
1997; Vice President of MLIM and certain of its affiliates from Portfolio
1992 to 1997. Manager
Donald C. Burke ................................................. Vice President 40 1999
First Vice President of FAM and MLIM since 2000; Treasurer of and Treasurer
FAM and MLIM since 1999; Senior Vice President of MLIM and
FAM from 1999 to 2000; Senior Vice President and Treasurer of
Princeton Services since 1999; Vice President of PFD since 1999;
First Vice President of MLIM from 1997 to 1999; Vice President
of MLIM from 1990 to 1997; Director of Taxation of MLIM and
FAM since 1990.
Ira P. Shapiro .................................................. Secretary 37 1999
First Vice President of MLIM since 1998; Director (Legal
Advisory) of MLIM and certain of its affiliates from 1997 to 1998;
Vice President of MLIM and certain of its affiliates from 1996 to
1997; Attorney with MLIM and certain of its affiliates from 1993 to
1997.
</TABLE>
5
<PAGE>
Stock Ownership. At the Record Date, the Directors, nominees and officers
of the Fund as a group (10 persons) owned an aggregate of less than 1% of the
Common Stock of the Fund outstanding at such date. At such date, Mr. Glenn, an
officer and a Director of the Fund, and the other officers of the Fund owned an
aggregate of less than 1% of the outstanding shares of common stock of ML & Co.
ITEM 2. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The Directors of the Fund, including a majority of the Directors who are not
interested persons of the Fund, have selected the firm of Deloitte & Touche LLP
("D&T"), independent auditors, to examine the financial statements of the Fund
for the current fiscal year. The Fund knows of no direct or indirect financial
interest of such firm in the Fund. Such appointment is subject to ratification
or rejection by the stockholders of the Fund. Unless a contrary specification
is made, the accompanying proxy will be voted in favor of ratifying the
selection of such auditors.
D&T also acts as independent auditors for ML & Co. and most of its
subsidiaries and for most other investment companies advised by FAM or MLIM.
D&T also acts as independent auditors for other investment companies advised by
FAM or MLIM. The fees received by the independent auditors from these other
entities are substantially greater, in the aggregate, than the total fees
received by the independent auditors from each Fund. The Directors of the Fund
considered the fact that (i) D&T has been retained as the independent auditors
for ML & Co. and the other entities described above and (ii) has been retained
as the independent auditors for other investment companies advised by FAM or
MLIM in its evaluation of the independence of the independent auditors with
respect to the Fund.
Representatives of D&T are expected to be present at the Meeting and will
have the opportunity to make a statement if they so desire and to respond to
questions from stockholders.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the beneficial ownership of the Fund's Common
Stock for each person known to be the beneficial owner of more than five
percent of the Common Stock.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY
OWNED AS OF
THE RECORD DATE(1)
---------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENT OF TOTAL
---------------------------------------------------- ------------------- -----------------
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated 14,653,153(2) 46.5%(3)
4 World Financial Center, 12th Floor
New York, New York 10080
</TABLE>
----------
(1) Beneficial share ownership is determined pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934. Accordingly, a beneficial owner of a
security includes any person who, directly or indirectly, through any
contract, arrangement, understanding, relationship or otherwise has or
shares the power to vote such security or the power to dispose of such
security.
(2) This information is based upon information reported by the stockholder in
a filing on Schedule 13G made with the SEC on September 11, 2000.
(3) Based on 31,510,000 shares of Common Stock outstanding on the Record
Date.
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") acts as
a market maker in connection with the Fund's quotation on the Nasdaq National
Market System. From time to time in connection with its market making
activities, Merrill Lynch purchases and sells shares of Common Stock.
6
<PAGE>
ADDITIONAL INFORMATION
The expenses of preparation, printing and mailing of 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.
In order to obtain the necessary quorum at the Meeting (i.e., one-third of
the shares of the Fund entitled to vote at the Meeting, present in person or by
proxy), supplementary solicitation may be made by mail, telephone, telegraph or
personal interview by officers of the Fund. The Fund has retained Shareholder
Communications Corporation, 17 State Street, New York, New York 10004,
1-800-645-4519, to assist in the solicitation of proxies at a cost to the
Fund of approximately $3,000 plus out-of-pocket expenses, which are estimated
to be $500.
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 Director nominees and "FOR" the ratification of the independent
auditors.
With respect to Item 1, "Election of Directors," will require the affirmative
vote of a plurality of the votes cast by the Fund's stockholders, present in
person or by proxy and entitled to vote, at a meeting at which a quorum is
present and duly constituted.
With respect to Item 2, "Ratification of the Selection of Independent
Auditors," approval for the Fund will require the affirmative vote of a
majority of the votes cast by the Fund's stockholders, present and in person or
by proxy and entitled to vote, at a meeting at which a quorum is present and
duly constituted.
Broker-dealer firms, including Merrill Lynch, holding shares of the Fund in
"street name" for the benefit of their customers and clients will request the
instructions of such customers and clients on how to vote their shares on each
Item before the Meeting. The 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 Directors (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 their tabulation of the total
number of votes present for purposes of determining whether the necessary
quorum of stockholders exists. Proxies that are returned to the Fund but that
are marked "abstain" or on which a broker-dealer has declined to vote on any
proposal ("broker non-votes") will be counted as present for the purposes of
obtaining a quorum. Merrill Lynch has advised the Fund that it intends to vote
shares held in its name for which no instructions are received except as
limited by agreement or applicable law, in the same proportion as the votes
received from the beneficial owners of those shares for which instructions have
been received, whether or not held in nominee name. Abstentions and broker
non-votes will not be counted as votes cast. Abstentions and broker non-votes,
therefore, will have no effect on the vote on Item 1 or Item 2.
Management knows of no other matters to be presented at the Meeting. However,
if other matters are presented for a vote at the Meeting of any adjournments
thereof, the proxy holders will vote the shares represented by properly
executed proxies according to their judgment on those matters.
ADDRESS OF INVESTMENT ADVISER
The principal office of MLIM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.
7
<PAGE>
ANNUAL REPORT DELIVERY
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT AND SEMI-ANNUAL REPORT TO ANY STOCKHOLDER UPON REQUEST. Such requests
should be directed to the attention of the Secretary of the Fund, P.O. Box
9011, Princeton, New Jersey 08543-9011, Attention: Ira P. Shapiro, Secretary of
the Fund or to 1-800-637-3863.
STOCKHOLDER PROPOSALS
If a stockholder intends to present a proposal at the 2001 Annual Meeting of
Stockholders of the Fund which is anticipated to be held in December 2001, and
desires to have the proposal included in the Fund's proxy statement and form of
proxy for that meeting, the stockholder must deliver the proposal to the
offices of the Fund by July 18, 2001.
By Order of the Board of Directors,
Ira P. Shapiro
Secretary
Dated: November 15, 2000
8
<PAGE>
COMMON STOCK
THE S&P 500 (REGISTERED TRADEMARK) PROTECTED EQUITY FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Terry K. Glenn, Donald C. Burke and Ira P.
Shapiro as proxies, each with the power to appoint his substitute, and hereby
authorizes each of them to represent and to vote, as designated on the reverse
hereof, all of the shares of common stock of The S&P 500 (Registered
Trademark) Protected Equity Fund, Inc. (the "Fund") held of record by the
undersigned on October 30, 2000 at the annual meeting of stockholders of the
Fund to be held on December 13, 2000 or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
By signing and dating the reverse side of this card, you authorize the
proxies to vote each proposal as marked, or if not marked, to vote "FOR" each
proposal, and to use their discretion to vote for any other matter as may
properly come before the meeting or any adjournment thereof. If you do not
intend to personally attend the meeting, please complete and return this card
at once in the enclosed envelope.
(Continued and to be signed on the reverse side)
<PAGE>
Please mark boxes [X] or [X] in blue or black ink.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.) M. COLYER CRUM, LAURIE SIMON
HODRICK, TERRY K. GLENN, JACK B. SUNDERLAND, STEPHEN B. SWENSRUD, J. THOMAS
TOUCHTON AND FRED G. WEISS.
2. Proposal to ratify the selection of Deloitte & Touche LLP as the
independent auditors of the Fund to serve for the current fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In the discretion of such proxies, upon such other business as properly may
come before the meeting or any adjournment thereof.
Please sign exactly as name appears hereon. When
shares are held by joint tenants, both should
sign. When signing as attorney or as executor,
administrator, trustee or guardian, please give
full title as such. If a corporation, please
sign in full corporate name by president or
other authorized officer. If a partnership,
please sign in partnership name by authorized
person.
Dated: -------------------------------- , 2000
X----------------------------------------------
Signature
X----------------------------------------------
Signature, if held jointly
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
