MERRILL LYNCH CAPITAL FUND INC
DEFA14A, 1994-11-04
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                           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
                      / /   Definitive Proxy Statement
                      /X/   Definitive Additional Materials
      / / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Merrill Lynch Adjustable Rate Securities Fund, Inc., Merrill Lynch Americas
Income Fund, Inc., Merrill Lynch Basic Value Fund, Inc., Merrill Lynch
Balanced Fund for Investment and Retirement, Merrill Lynch Capital Fund,
Inc., Merrill Lynch California Municipal Bond Fund, Merrill Lynch California
Insured Municipal Bond Fund, Merrill Lynch Corporate Bond Fund, Inc., Merrill
Lynch Developing Capital Markets Fund, Inc., Merrill Lynch Dragon Fund, Inc.,
Merrill Lynch EuroFund, Merrill Lynch Federal Securities Trust, Merrill Lynch
Fundamental Growth Fund, Inc., Merrill Lynch Fund for Tomorrow, Inc., Merrill
Lynch Global Allocation Fund, Inc., Merrill Lynch Global Bond Fund for
Investment and Retirement, Merrill Lynch Global Convertible Fund, Inc.,
Merrill Lynch Global Holdings, Inc., Merrill Lynch Global Resources Trust,
Merrill Lynch Global Utility Fund, Inc., Merrill Lynch Growth Fund for
Investment and Retirement, Merrill Lynch Healthcare Fund, Inc., Merrill Lynch
International Equity Fund,  Merrill Lynch Latin America Fund, Inc., Merrill
Lynch Limited Maturity Municipal Series Trust, Merrill Lynch Multi-State
Municipal Series Trust, Merrill Lynch Municipal Bond Fund, Inc., Merrill
Lynch Municipal Intermediate Term Fund, Merrill Lynch Pacific Fund, Inc.,
Merrill Lynch Phoenix Fund, Inc., Merrill Lynch Short-Term Global Income
Fund, Inc., Merrill Lynch Special Value Fund, Inc., Merrill Lynch Strategic
Dividend Fund, Merrill Lynch Technology Fund, Inc., Merrill Lynch Utility
Income Fund, Inc., Merrill Lynch World Income Fund, Inc. 

               (Name of Registrant as Specified In Its Charter)

Merrill Lynch Adjustable Rate Securities Fund, Inc., Merrill Lynch Americas
Income Fund, Inc., Merrill Lynch Basic Value Fund, Inc., Merrill Lynch
Balanced Fund for Investment and Retirement, Merrill Lynch Capital Fund,
Inc., Merrill Lynch California Municipal Bond Fund, Merrill Lynch California
Insured Municipal Bond Fund, Merrill Lynch Corporate Bond Fund, Inc., Merrill
Lynch Developing Capital Markets Fund, Inc., Merrill Lynch Dragon Fund, Inc.,
Merrill Lynch EuroFund, Merrill Lynch Federal Securities Trust, Merrill Lynch
Fundamental Growth Fund, Inc., Merrill Lynch Fund for Tomorrow, Inc., Merrill
Lynch Global Allocation Fund, Inc., Merrill Lynch Global Bond Fund for
Investment and Retirement, Merrill Lynch Global Convertible Fund, Inc.,
Merrill Lynch Global Holdings, Inc., Merrill Lynch Global Resources Trust,
Merrill Lynch Global Utility Fund, Inc., Merrill Lynch Growth Fund for
Investment and Retirement, Merrill Lynch Healthcare Fund, Inc., Merrill Lynch
International Equity Fund, Merrill Lynch Latin America Fund, Inc., Merrill
Lynch Limited Maturity Municipal Series Trust, Merrill Lynch Multi-State
Municipal Series Trust, Merrill Lynch Municipal Bond Fund, Inc., Merrill
Lynch Municipal Intermediate Term Fund, Merrill Lynch Pacific Fund, Inc.,
Merrill Lynch Phoenix Fund, Inc., Merrill Lynch Short-Term Global Income
Fund, Inc., Merrill Lynch Special Value Fund, Inc., Merrill Lynch Strategic
Dividend Fund, Merrill Lynch Technology Fund, Inc., Merrill Lynch Utility
Income Fund, Inc., Merrill Lynch World Income Fund, Inc. 

                            800 Scudders Mill Road
                        Plainsboro, New Jersey  08536           
            ---------------------------------------------------
                  (Name of Person(s) Filing Proxy Statement)
 
             Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(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.


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     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:/F1/

         ______________________________________________________________


     4)  Proposed maximum aggregate value of transaction:

         ______________________________________________________________


/ / Check box if any part of the fee is offset as provided by Exchange Act
    Rule 0-11(a)(2) and identify the filing for which the offsetting fee
    was paid previously.  Identify the previous filing by registration 
    statement number, or the form or schedule and the date of its filing.

     1)  Amount Previously Paid:

         ______________________________________________________________

                                             

     2)  Form, Schedule or Registration Statement No.:

	_________________________________________________________________


     3)  Filing Party:

         _________________________________________________________________


     4)  Date Filed:
 
         _________________________________________________________________


- --------------------
* $125 per Investment Company Act Rule 20a-1(c) was previously paid for 
  each of the registrants in connection with the filing of preliminary proxy
  statements.

/F1/ Set forth the amount on which the filing fee is calculated and state how
     it was determined.

                                      2
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                  IMPORTANT NOTICE TO SHAREHOLDERS OF FUNDS
                     IN THE MERRILL LYNCH FAMILY OF FUNDS

                 PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD
                            YOUR VOTE IS IMPORTANT


Dear Merrill Lynch Mutual Fund Shareholder:

     As indicated on the enclosed proxy card,  you hold shares of one or more
mutual  funds (each a "Fund") in  the Merrill Lynch Family  of Funds.  We are
writing to ask  your help in approving  a proposal which is contained  in the
proxy statement dated August 12, 1994 that you  received some time ago.  This
proposal  concerns the  recommendation to  amend  the fundamental  investment
restrictions of the Fund.

     For  this  proposal  to  be  considered,  responses  (for,  against,  or
abstaining on the proposal) need to be received from a majority of the Fund's
outstanding shares.  To date we have not received the necessary response, and
as a result do  not have a quorum  for the consideration  of this issue.   We
believe adoption of this proposal would benefit the Fund.  Therefore,  we are
writing not merely to ask   you to vote, but to ask that you vote in favor of
the proposal.

     The Fund's investment adviser believes adoption of the proposal to amend
the  Fund's  fundamental  investment restrictions  would  enhance  the Fund's
flexibility.  Changes in fundamental investment restrictions must be approved
by the Fund's  shareholders, whereas non-fundamental investment  restrictions
may be amended  by the Fund's Board  of Directors.  The  proposed fundamental
investment restrictions would be more general than the existing restrictions,
allowing some restrictions  which are  presently fundamental  to become  non-
fundamental, or  allowing certain activities  to be conducted "to  the extent
permitted by  applicable law"  rather than to  a specified percentage  of the
Fund's assets, which then  could be changed only by vote of a majority of the
Fund's outstanding shares.   We believe  the resultant  ability to deal  with
changes  in the  law or  the investment  environment without  the substantial
expenditure of time  and money necessitated by a  shareholder meeting will be
of benefit to the Fund and its shareholders.

     We have enclosed a proxy card and a return envelope and would very  much
appreciate  your taking  a few minutes  to vote  your shares, sign,  date and
return your proxy  (please note that the  proposals referred to on  the proxy
card  relating to the election of Board members, the selection of independent
accountants, and implementation  of the Merrill Lynch  Select Pricing(Service
Mark) System have  already been approved by the Fund's  shareholders; no vote
is needed on  those matters).   Although we believe,  for the reasons  stated
above and in the proxy statement  previously sent to you, that this  proposal
merits a vote in its favor, we urge you to vote and exercise your rights as a
shareholder, even if you are compelled to  vote against this proposal.  Thank
you in advance for your help in enabling your Fund to  resolve this important
matter.

                                            THE MERRILL LYNCH FAMILY OF FUNDS

November 3, 1994



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