SCHEDULE 14A INFORMATION

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MERRILL LYNCH BASIC VALUE FUND, INC.

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

SAME AS ABOVE

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

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MERRILL LYNCH BASIC VALUE FUND, INC.

NOTICE OF 2000 ANNUAL MEETINGS OF SHAREHOLDERS

TO BE HELD ON JULY 17, 2000

	MERRILL LYNCH BASIC VALUE FUND, INC. MERRILL LYNCH CAPITAL FUND, INC. MERRILL LYNCH DISCIPLINED EQUITY FUND, INC. MERRILL LYNCH GLOBAL GROWTH FUND, INC. MERRILL LYNCH GLOBAL RESOURCES TRUST MERRILL LYNCH INDEX FUNDS, INC. MERRILL LYNCH SERIES FUND, INC. MERRILL LYNCH SPECIAL VALUE FUND, INC. QUANTITATIVE MASTER SERIES TRUST

      NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (each, a “Meeting” and collectively, the “Meetings”) of each of the above-listed investment companies (each a “Fund” and, collectively, the “Funds”) will be held at the offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road, Plainsboro, New Jersey, on Monday, July 17, 2000 at the time specified in Exhibit A to this Combined Proxy Statement for the following purposes:

	(1)  To elect the Board Members (which term as used herein refers to both Directors and Trustees, as applicable) of each Fund until their successors have been duly elected and qualified or until their earlier resignation or removal;
	The shareholders of Merrill Lynch Index Funds, Inc. (“Index Funds”), will also vote in connection with the election of the Board Members of the Quantitative Master Series Trust (the “Master Trust”).
	(2)(a) To consider and act upon a proposal to ratify the selection of Deloitte & Touche LLP to serve as independent auditors of each Fund (other than Merrill Lynch Global Growth Fund, Inc.) for its current fiscal year;

	The shareholders of the Index Funds will also vote in connection with the ratification of the selection of independent auditors of the Master Trust.
	(b)  To consider and act upon a proposal to ratify the selection of Ernst & Young LLP to serve as independent auditors for Merrill Lynch Global Growth Fund, Inc. for its current fiscal year;
	(3)  For all Funds except Index Funds, Merrill Lynch Series Fund, Inc. (“Series Fund”) and Master Trust: To consider and act upon a proposal to amend the Fund’s charter to permit the Board Members to reorganize the Fund into a “master/ feeder” structure;
	(4)  For Merrill Lynch Basic Value Fund, Inc. and Merrill Lynch Special Value Fund, Inc.: To consider and act upon the proposed Investment Advisory and Administration Agreements;
	(5)  For the Intermediate Government Bond Portfolio, Long Term Corporate Bond Portfolio, High Yield Portfolio, Capital Stock Portfolio, Growth Stock Portfolio, Multiple Strategy Portfolio, Natural Resources Portfolio, Global Strategy Portfolio and Balanced Portfolio of the Series Fund: To consider and act upon a proposal to change the investment restrictions of such Portfolios;
	(6)  For the Money Reserve Portfolio of the Series Fund: To consider and act upon a proposal to change the investment restrictions of the Money Reserve Portfolio of the Series Fund; and
	(7)  To transact such other business as may properly come before the Meeting or any adjournment thereof.

      The Board of Directors of each Fund has fixed the close of business on May 19, 2000 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting or any adjournment thereof.

      Merrill Lynch Global Resources Trust is organized as a Massachusetts business trust (“Global Resources”). As described in more detail below, shareholders of Global Resources may have statutory appraisal rights for their shares if Item 3 is approved by Global Resources’ shareholders at the Meeting and Global Resources reorganizes into a master/ feeder structure. In order for a shareholder of Global Resources to exercise his or her statutory appraisal rights, the shareholder must: (i) file with Global Resources before the taking of the vote on Item 3 at the Meeting a written objection to the proposed master/ feeder reorganization stating that he or she intends to demand payment for his or her shares if the master/ feeder reorganization takes place, (ii) not vote in favor of Item 3 at the Meeting, and (iii) demand payment for his or her shares and an appraisal of the value thereof in writing from Global Resources within twenty days after the date of mailing to the shareholder of notice from Global Resources that the master/ feeder reorganization has become effective.

      Global Resources and any such shareholders shall in such cases have the rights and duties and shall follow the procedure set forth in sections 88 to 98 inclusive, of chapter 156B of the General Laws of Massachusetts. In the event that any shareholder elects to exercise his or her statutory appraisal rights, it is the present intention of Global Resources to petition a court of competent jurisdiction to determine whether such right of appraisal has been superseded by the provisions of Rule 22c-1 under the Investment Company Act of 1940, as amended, which generally requires mutual funds to redeem their shares at prices based upon the then current net asset value of such shares.

      A complete list of the shareholders of each Fund entitled to vote at the applicable Meeting will be available and open to the examination of any shareholder of that Fund for any purpose germane to that Meeting during ordinary business hours from and after July 3, 2000, at the office of each Fund, 800 Scudders Mill Road, Plainsboro, New Jersey. You are cordially invited to attend the Meeting for any Fund in which you own shares. Shareholders 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 each Fund.

      If you have any questions regarding the enclosed proxy material or need assistance in voting shares, please contact our proxy solicitor, Shareholder Communications Corporation at (800) 371-9115.

	By Order of the Boards of Directors
	THOMAS D. JONES, III
	Secretary of Merrill Lynch Basic Value Fund, Inc,
	Merrill Lynch Capital Fund, Inc.,
	Merrill Lynch Global Growth Fund, Inc.,
	Merrill Lynch Global Resources Trust and
	Merrill Lynch Special Value Fund, Inc.
	PHILLIP S. GILLESPIE
	Secretary of Merrill Lynch Disciplined Equity Fund, Inc.
	ALLAN J. OSTER
	Secretary of Merrill Lynch Series  Fund, Inc.
	IRA P. SHAPIRO
	Secretary of Merrill Lynch Index Funds, Inc. and
	Quantitative Master Series Trust

Plainsboro, New Jersey

COMBINED PROXY STATEMENT

MERRILL LYNCH BASIC VALUE FUND, INC.

2000 ANNUAL MEETINGS OF SHAREHOLDERS

July 17, 2000

TABLE OF CONTENTS

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INTRODUCTION

      This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Boards of Directors (which term as used herein refers to both Directors and Trustees, as applicable) of each of the above-listed funds (each a “Fund” and, collectively, the “Funds”) to be voted at the 2000 Annual Meetings of Shareholders of each Fund (each a “Meeting” and collectively, the “Meetings”), to be held at the offices of Merrill Lynch Asset Management, L.P. (“MLAM”), 800 Scudders Mill Road, Plainsboro, New Jersey, on Monday, July 17, 2000 at the times specified in Exhibit A hereto. The approximate mailing date of this Proxy Statement is June 12, 2000.

      Each Fund is organized as a Maryland corporation, except that Merrill Lynch Global Resources Trust (“Global Resources”) is organized as a Massachusetts business trust and Quantitative Master Series Trust (“Master Trust”) is organized as a Delaware business trust. In each jurisdiction, nomenclature varies. For ease and clarity of presentation, shares of common stock of a Fund, shares of beneficial interest of a Fund or beneficial interests in a Fund are referred to as “shares” or as “Common Stock,” holders of shares or Common Stock are referred to as “shareholders,” the Board of Directors or Board of Trustees of each of the Funds is referred to as the “Board,” the directors or trustees of each Fund are referred to as “Board Members,” the investment adviser or manager of each Fund is referred to as the “Investment Adviser,” and each Fund’s Articles of Incorporation or Declaration of Trust is referred to as its “charter.” Please see Exhibit A to this Combined Proxy Statement for certain information relating to the Funds.

      All properly executed proxies received prior to a Fund’s 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:

      1)  “FOR” the election of the Board Member nominees of each Fund;

	The shareholders of the Merrill Lynch Index Funds, Inc. (“Index Funds”) will also vote in connection with the election of the Board Members of the Master Trust.

	2a)	“FOR” the ratification of the selection of Deloitte & Touche LLP to serve as independent auditors for each Fund (other than Merrill Lynch Global Growth Fund, Inc.) for its current fiscal year;

	The shareholders of the Index Funds will also vote in connection with the ratification of the selection of independent auditors of the Master Trust.

	b)	“FOR” the ratification and selection of Ernst & Young LLP to serve as independent auditors for Merrill Lynch Global Growth Fund, Inc. for its current fiscal year.

	With respect to proxies submitted by the shareholders of each Fund except the Index Funds, Series Fund and Master Trust:

	3)	“FOR” the approval of a charter amendment permitting the Board to reorganize the Fund into a master/feeder structure;

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	With respect to proxies submitted by the shareholders of Merrill Lynch Basic Value Fund, Inc. and Merrill Lynch Special Value Fund, Inc.:

	4)	“FOR” the approval of the proposed Investment Advisory and Administration Agreements;

	With respect to proxies submitted by the shareholders of the Intermediate Government Bond Portfolio, Long Term Corporate Bond Portfolio, High Yield Portfolio, Capital Stock Portfolio, Growth Stock Portfolio, Multiple Strategy Portfolio, Natural Resources Portfolio, Global Strategy Portfolio and Balanced Portfolio of the Series Fund:

	5)	“FOR” certain changes to the investment restrictions of such Portfolios of the Series Fund;

	With respect to proxies submitted by the shareholders of the Money Reserve Portfolio of the Series Fund:

	6)	“FOR” certain changes to the investment restrictions of the Money Reserve Portfolio of the Series Fund.

      Any proxy may be revoked at any time prior to the exercise thereof by giving written notice to the Secretary of the applicable Fund at that Fund’s address indicated above or by voting in person at the Meeting.

      The Board of each Fund has fixed the close of business on May 19, 2000 as the record date (the “Record Date”) for the determination of shareholders entitled to notice of and to vote at the Meetings and at any adjournment thereof. Shareholders on the Record Date will be entitled to one vote for each share held, with no shares having cumulative voting rights. Shareholders of each series and/or class of a Fund, if applicable, will vote together as a single class in respect of each applicable Item, except for Items 5 and 6. With respect to Item 5, shareholders of each Portfolio of the Series Fund (except the Money Reserve Portfolio) will vote separately on the Item. Thus, if Item 5 is approved by one or more Portfolios of the Series Fund, and disapproved by the other Portfolios, Item 5 will be implemented only for each Portfolio of the Series Fund that approved the Item. With respect to Item 6, only shareholders of the Money Reserve Portfolio of the Series Fund will vote on the Item. As of the Record Date, each Fund had outstanding the number of shares of Common Stock, indicated in Exhibit A. Except as set forth in Exhibit A to this Combined Proxy Statement, to the knowledge of each Fund, as of the Record Date, no person is the beneficial owner of more than five percent of its outstanding Common Stock, at such date.

      The Board Members of the applicable Fund know of no business other than that mentioned in Items 1, 2, 3, 4, 5 and 6 of the Notice of Meeting that will be presented for consideration at the Meeting. If any other matter is properly presented at the Meeting or any adjournment thereof, it is the intention of the persons named on the enclosed proxy to vote in accordance with their best judgment.

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      The shareholders solicited and entitled to vote on Items 1, 2 and 3 are outlined in the following chart.

     The shareholders solicited and entitled to vote on Items 4, 5 and 6 are the shareholders of the Fund or Funds named in that Item.

	Item 4.	Merrill Lynch Basic Value Fund, Inc. and Merrill Lynch Special Value Fund, Inc.
	Item 5.	Intermediate Government Bond Portfolio, Long Term Corporate Bond Portfolio, High Yield Portfolio, Capital Stock Portfolio, Growth Stock Portfolio, Multiple Strategy Portfolio, Natural Resources Portfolio, Global Strategy Portfolio and Balanced Portfolio of the Series Fund.

      Item 6.  Money Reserve Portfolio of the Series Fund.

ITEM 1:  ELECTION OF BOARD MEMBERS

      At the Meetings, the Board Member nominees of each Fund will be elected to serve until their successors are elected and qualified or until their earlier resignation or removal.

      It is intended that all properly executed proxies will be voted (unless such authority has been withheld in the proxy or properly revoked) “FOR” the nominees listed below. The nominees to be elected by each Fund and certain biographical and other information relating to the nominees appears below.

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*	Interested person, as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”), of each of the Funds.

     The Board of each Fund knows of no reason why any of the nominees listed above will be unable to serve, but in the event of any such unavailability, the proxies received will be voted for such substitute nominee or nominees as the Board may recommend.

      Committee and Board Meetings. The Board of each Fund has a standing Audit and Nominating Committee (the “Committee”), which consists of Board Members who are not “interested persons” of the Fund within the meaning of the Investment Company Act. The principal purpose of the Committee is to review the scope of the annual audit conducted by the Fund’s independent auditors and the evaluation by such auditors of the accounting procedures followed by the Fund. The Committee also reviews and nominates candidates to serve as non-interested Board Members. The Committee generally will not consider nominees recommended by shareholders of the Fund. The non-interested Board Members have retained independent legal counsel to assist them in connection with these duties.

      During each Fund’s most recently completed fiscal year, each of the Board Members then in office attended at least 75% of the aggregate of the total number of meetings of the Board of that Fund held during the fiscal year and, if a member, of the total number of meetings of the Committee held during the period for which he or she served. See Exhibit A to this Combined Proxy Statement for further information about Committee and Board meetings.

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      Interested Persons. Each Fund considers Messrs. Glenn and Zeikel to be “interested persons” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act because of the positions each holds or has held with the Investment Adviser and its affiliates. Mr. Glenn is the President of each Fund.

      Compensation of Board Members. The Investment Adviser of each Fund, or, in the case of the Index Funds, the administrator for the Index Funds, pays all compensation to all officers of that Fund and all Board Members of that Fund who are affiliated with ML & Co. or its subsidiaries (or in the case of Index Funds and Master Trust, who are affiliated with its administrator and the Investment Adviser, respectively). Each Fund (or the Master Trust, in the case of the Index Funds) pays each Board Member not affiliated with the Investment Adviser (or its administrator in the case of the Index Funds) (each a “non-affiliated Board Member”) an annual fee plus a fee for each Board meeting attended, and each Fund (or the Master Trust, in the case of the Index Funds) also pays each member of its Committee, which consists of all of the non-affiliated Board Members, an annual fee, together with such Board Member’s out-of-pocket expenses relating to attendance at each Board and Committee meeting. The Chairman of the Committee of each Fund (except Index Funds and the Master Trust) receives an additional annual or per meeting fee. Information relating to the aggregate fees and expenses paid by each Fund to its non-affiliated Board Members during each Fund’s most recently completed fiscal year is set forth in Exhibit A hereto.

      Officers of the Funds. Information relating to the officers of each Fund is set forth in Exhibit A to this Combined Proxy Statement. Officers of the Funds are elected and appointed by the Board and hold office until they resign, are removed or are otherwise disqualified to serve.

      Stock Ownership. Information relating to the number of shares of each Fund owned by the Board Members is set forth in Exhibit A to this Combined Proxy Statement. As of the Record Date, the Board Members and officers of each Fund as a group owned an aggregate of less than 1% of the Common Stock of each Fund outstanding at such date. At such date, Mr. Glenn, President and a Board Member of each Fund, and Mr. Zeikel, a Board Member or Board Member nominee of each Fund, and the other officers of each Fund owned an aggregate of less than 1% of the outstanding shares of common stock of ML & Co.

      Each Board recommends that its respective shareholders vote FOR the election of the Board Member nominees.

ITEM 2.  RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

      The Board of each Fund, including a majority of the Board Members who are not interested persons of the Fund, has selected independent auditors, either Deloitte & Touche LLP (“D&T”) or Ernst & Young LLP (“E&Y”), to examine the financial statements of the Fund for the Fund’s current fiscal year as set forth in the following chart. None of the Funds knows of any direct or indirect financial interest of such auditors in any Fund. Such appointment is subject to ratification or rejection by the shareholders of each respective Fund.

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     D&T also acts as independent auditors for ML & Co. and most of its subsidiaries, including MLAM and FAM, and for most other investment companies for which MLAM and FAM act as investment adviser. E&Y also acts as independent auditors for several other investment companies for which MLAM and FAM act as investment adviser. The Board of each Fund for which D&T serves as auditor as noted in the chart above considered the fact that D&T has been retained as the independent auditors for ML & Co. and the other entities described above in its evaluation of the independence of D&T with respect to each applicable Fund. The Board of Directors of each Fund for which E&Y serves as auditor as noted in the chart above considered the fact that E&Y has been retained as independent auditor for the other entities described above in its evaluation of the independence of E&Y with respect to the Fund. The fees received by D&T and E&Y from these other entities are substantially greater, in the aggregate, than the total fees received by them from any applicable Fund.

      Representatives of the independent auditors are expected to be present at the Meetings and will have the opportunity to make a statement if they so desire and to respond to questions from shareholders.

      Each Board recommends that shareholders vote FOR the ratification of the selection of D&T or E&Y, as applicable, as the independent auditors for the respective Fund.

ITEM 3.  APPROVAL OR DISAPPROVAL OF CHARTER AMENDMENT TO

      The Board proposes to amend the charter of each Fund, other than the Index Funds, Series Fund and Master Trust, to add a provision that would give the Board the express power to transfer in the ordinary course of business and upon the affirmative vote of the majority of the entire Board, all or substantially all of the assets of a Fund to another entity known in the investment company industry as a master fund in a “master/feeder” structure. By voting in favor of this provision, shareholders are authorizing the Board to reorganize a Fund into a “master/feeder” structure if the Board believes the structure is in the best interests of the Fund and its shareholders. Copies of the forms of charter amendment for the applicable Funds are attached to this Combined Proxy Statement as Exhibit B.

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      Generally, the transfer of all or substantially all of the assets of a Maryland corporation requires the approval of its shareholders. Maryland law permits the transfer of all or substantially all of the assets of a corporation to a wholly-owned subsidiary without the approval of the corporation’s shareholders. In certain circumstances, however, the Investment Adviser may propose a master/feeder structure for Funds organized as Maryland corporations where the master fund would not be a wholly-owned subsidiary of such Fund immediately after the transfer of the Fund’s assets to the master fund. Therefore, the Funds organized as Maryland corporations are seeking shareholder approval of a charter amendment that would permit such a transfer of assets to a master fund in exchange for shares or other beneficial interests even if such master fund is not a wholly-owned subsidiary of such Fund and would clarify the manner in which such Funds will operate in a master/feeder structure.

      The charter governing Global Resources, a Massachusetts business trust, requires shareholder approval before Global Resources transfers its assets to a master fund in order to convert to a master/feeder arrangement. Accordingly, Global Resources is seeking shareholder approval of a charter amendment that would permit such a transfer of assets to a master fund without shareholder approval in exchange for shares or other beneficial interests and would clarify the manner in which Global Resources will operate in a master/feeder structure.

      In a master/feeder structure, a fund (a “Feeder Fund”) sells its shares to public investors under the terms of its prospectus. Instead of investing the money it obtains from such sales directly in securities and other investments, however, it invests all of those assets in another fund (the “Master Fund”) with substantially the same investment objectives and policies in return for shares in that Master Fund. The Master Fund then invests the assets in a portfolio of securities and other investments. Because the shareholders of the Feeder Fund own an indirect interest in the Master Fund, their investment has the same performance as the Master Fund’s portfolio. Since any number of Feeder Funds can invest their assets in a single Master Fund, a master/feeder structure permits greater pooling of assets than does a stand alone fund. This ability to pool assets may, in turn, allow the Master Fund to achieve increased economies of scale and efficiencies in portfolio management. The master/feeder structure may also permit greater investor access to a single Master Fund portfolio, since any number of separate Feeder Funds with separate identities, management, fee structures and/or distribution channels can all invest in the same Master Fund. An existing fund could convert to a Feeder Fund by (i) selling all of its investments and then purchasing shares of a Master Fund, an approach that involves brokerage and other transaction costs and the realization of taxable gain or loss, or (ii) by contributing its assets to the Master Fund in return for an interest therein and avoiding transaction costs and, if proper procedures are followed, avoiding the realization of taxable gain or loss. Approval of this Item 3 by the shareholders of a Fund would permit the applicable Board to convert the Fund to a Feeder Fund by using either alternative discussed in the preceding sentence. It is expected that each Fund that converts to a Feeder Fund will do so by transferring its assets to the applicable Master Fund in exchange for interests in such Master Fund.

      The Investment Adviser believes that, generally, the larger the pool of assets being managed the more efficiently and cost-effectively it can be managed. Because the Master Fund pools the assets of multiple Feeder Funds, it provides an effective means of creating larger asset pools. Whether the Board of a particular Fund exercises its discretionary authority to convert the Fund to a master/feeder structure would depend upon the existence of appropriate opportunities to pool the Fund’s assets with those of other Feeder Funds. It is currently anticipated that Merrill Lynch Basic Value Fund, Inc. and Merrill Lynch Special Value Fund, Inc.

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      Because investment advisory services are provided at the Master Fund level, a Fund will no longer have an investment adviser if it converts to a Feeder Fund. Each Master Fund will pay its investment adviser an investment advisory fee based upon the net assets of that Master Fund. A Feeder Fund may have its own administrator in a master/feeder structure. If a Fund converts to a master/feeder fund structure, whenever the Master Fund holds a vote of its Feeder Funds, the Fund will either pass the vote through to its own shareholders or vote the shares of the Master Fund held by it in the same proportion as the votes of other Feeder Funds. If some of the Feeder Funds are larger than the Fund, these other Feeder Funds would have more voting power than the Fund over the operations of the Master Fund.

      The Board of each Fund that is eligible to vote on Item 3 recommends that the respective shareholders of each such Fund vote FOR the proposal to approve the charter amendment to permit the reorganization of each such Fund into a master/feeder structure.

ITEM 4.  APPROVAL OR DISAPPROVAL OF PROPOSED INVESTMENT ADVISORY AND

      Only shareholders of Merrill Lynch Basic Value Fund, Inc. (“Basic Value”) and Merrill Lynch Special Value Fund, Inc. (“Special Value”) may vote with respect to this Item 4. Basic Value and Special Value are individually referred to in this Item 4 as a “Voting Fund” and collectively as the “Voting Funds,” as the context requires.

      In anticipation of the above-referenced master/feeder reorganization of each Voting Fund and in order to ensure the continuity of the investment advisory and administrative services provided to each Voting Fund and to each Master Fund under such an arrangement, shareholders of each Voting Fund are being asked to consider approval or disapproval of the proposed investment advisory and administration agreements applicable to that Voting Fund as described below. Shareholders of a Voting Fund may only vote on the proposed agreements applicable to that Voting Fund as a group and not on each proposed agreement individually.

      The aggregate annual rate of compensation payable under the current agreements will remain the same under the proposed agreements. See “Compensation and Expenses” below. The services to be provided to the Voting Funds and the Master Funds under the proposed agreements, considered together, will be identical to the services provided to the Voting Funds under the current agreements. See “Summary of Current Investment Advisory and Sub-Advisory Agreements and Proposed Investment Advisory and Administration Agreements” below.

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Summary of Current Investment Advisory and Sub-Advisory Agreements and Proposed Investment Advisory and Administration Agreements

      Certain information relating to the current investment advisory and sub-advisory arrangements is set forth below.

      The current investment advisory agreements are collectively referred to in this Item 4 as the “Current Investment Advisory Agreements.” The current sub-advisory agreements are collectively referred to in this Item 4 as the “Current Sub-Advisory Agreements.” The Current Investment Advisory Agreements and the Current Sub-Advisory Agreements are collectively referred to in this Item 4 as the “Current Agreements.” Certain information relating to the Current Agreements is set forth below.

      If the shareholders of a Voting Fund approve the amendment to its charter described in Item 3 to this Combined Proxy Statement, it is expected that such Voting Fund will transfer all of its assets to a corresponding Master Fund in exchange for shares in that Master Fund. Simultaneously with these transfers, it is expected that each Master Fund will enter into a separate investment advisory agreement with FAM (each a “Proposed Investment Advisory Agreement” and collectively, the “Proposed Investment Advisory Agreements”) and that each Voting Fund will enter into a separate administration agreement with FAM (each a “Proposed Administration Agreement” and collectively, the “Proposed Administration Agreements”). Pursuant to the Proposed Investment Advisory Agreements, FAM will provide investment advisory and administrative services to each Master Fund. Pursuant to the Proposed Administration Agreements, FAM will provide administrative services or arrange for the provision of such services to each Voting Fund. It is not anticipated that FAM will enter into a new sub-advisory agreement with Merrill Lynch Asset Management U.K. Limited (“MLAM U.K.”), the current sub-adviser with respect to each Voting Fund. The Proposed Investment Advisory Agreements and the Proposed Administration Agreements are collectively referred to in this Item 4 as the “Proposed Agreements.”

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      The only material differences between the Proposed Agreements and the Current Agreements are: (i) the assets to be managed and administered will be held by each Master Fund rather than by each Voting Fund, (ii) instead of FAM providing investment advisory and administrative services to each of these Voting Funds pursuant to investment advisory agreements, FAM will: (a) provide investment advisory and administrative services to each of the applicable Master Funds pursuant to separate investment advisory agreements, and (b) provide administrative services to each of the applicable Voting Funds pursuant to separate administration agreements, and (iii) FAM will not enter into a sub-advisory agreement with MLAM U.K. with respect to any Voting Fund.

      The services to be provided by FAM to the Voting Funds and the Master Funds under the Proposed Agreements, considered together, will be identical to the services provided by the Advisers to the Voting Funds under the Current Investment Advisory Agreements. As described below, the aggregate annual rate of compensation to be paid under the Proposed Agreements is the same as the aggregate annual rate of compensation payable under the Current Agreements.

Terms of the Proposed Agreements

      Copies of the forms of Proposed Investment Advisory Agreement and Proposed Administration Agreement relating to each Voting Fund and each Master Fund are attached hereto as Exhibit C (Basic Value) and Exhibit D (Special Value). Set forth below is a description of the services to be provided under those agreements along with certain other information relating to those agreements.

      Description of Services to be Provided under the Proposed Agreements. Under the Proposed Investment Advisory Agreements, FAM will provide investment research and investment advice to the Master Funds. Subject to certain restrictions, FAM will determine whether to purchase, sell or exchange portfolio securities and will fix the relative asset allocations for each Master Fund. FAM also will perform certain management and administrative services necessary for the operation of the Master Funds. Under the Proposed Administration Agreements, FAM will perform administrative services necessary for the operation of the Voting Funds, including (i) preparing and filing reports and other documents required by federal, state and other applicable laws and regulations, (ii) preparing proxy materials, and (iii) overseeing the performance of administrative and professional services rendered to the Voting Funds by their respective service providers.

      Duration and Termination of Proposed Agreements. If a Voting Fund’s shareholders approve the applicable Proposed Agreements at its Meeting, such Proposed Agreements will commence on the date that a Voting Fund transfers its assets to the corresponding Master Fund. Unless earlier terminated as described below, such Proposed Agreements will remain in effect for a period of two years from that date and thereafter will continue in effect from year to year if approved annually (a) by a majority of the Board Members or by a majority of the outstanding shares of a Voting Fund or a Master Fund, as applicable, and (b) by a majority of the Board Members who are not parties to such contract or interested persons (as defined in the Investment Company Act) of any such party. Such contracts are not assignable and may be terminated without penalty on 60 days’ written notice at the option of either party or by vote of the shareholders of a Master Fund or a Voting Fund, as applicable.

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Compensation and Expenses

      As stated above, the aggregate annual rate of compensation payable under the Current Agreements is the same as the aggregate annual rate of compensation to be paid under the Proposed Agreements. In the event FAM seeks to increase the aggregate annual rate of compensation to be paid under the Proposed Agreements in the future, the Board of the affected Master Fund and the affected Voting Fund and the shareholders of the affected Master Fund and the affected Voting Fund must approve such increases.

      Under the Current Investment Advisory Agreement applicable to Basic Value, FAM receives a monthly fee for the provision of investment advisory and administrative services at an annual rate of 0.60% of the average daily net assets of the Fund for the first $100 million, 0.50% of the average daily net assets from $100 million to $200 million, and 0.40% of the average daily net assets above $200 million. As compensation for FAM’s investment advisory and administrative services to Special Value under the Current Investment Advisory Agreement applicable to Special Value, FAM receives a monthly fee at an annual rate of 0.75% of the average daily net assets of the Fund for the first $1 billion; 0.725% of the average daily net assets from $1 billion to $1.5 billion, and 0.70% of the average daily net assets above $1.5 billion. Under the Current Sub-Advisory Agreements, the Investment Adviser pays MLAM U.K. a fee for providing investment advisory services to the Investment Adviser with respect to the applicable Voting Fund in an amount to be determined from time to time by the Investment Adviser and MLAM U.K. Such fees will not exceed the amount that the Investment Adviser actually receives for providing services to a Voting Fund under the applicable Current Advisory Agreement.

      Pursuant to the Proposed Investment Advisory Agreements, FAM will receive a monthly fee for the provision of investment advisory and administrative services to the Master Fund that holds the assets of Basic Value at an annual rate of 0.60% and of the average daily net assets of Basic Value for the first $100 million, 0.50% of the average daily net assets from $100 million to $200 million, and 0.40% of the average daily net assets above $200 million. Under the Proposed Administration Agreement with Basic Value, FAM has waived any administrative fees with respect to Basic Value. As compensation for FAM’s investment advisory and administrative services to the Master Fund that holds the assets of Special Value under the Proposed Investment Advisory Agreements, FAM will receive a monthly fee at an annual rate of 0.50% of the average daily net assets of the Master Fund for the first $1 billion; 0.475% of the average daily net assets from $1 billion to $1.5 billion, and 0.45% of the average daily net assets above $1.5 billion. As compensation for FAM’s administrative services to Special Value under the Proposed Administration Agreement, FAM will receive a monthly fee for administrative services at an annual rate of 0.25% of the average daily net assets of Special Value.

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      Certain information relating to the investment advisory fees and sub-advisory fees payable by the Voting Funds under the Current Agreements and the proposed investment advisory fees and administration fees to be paid by the Voting Funds and the Master Funds, as applicable, under the Proposed Agreements is set forth below.

Current Fees†

Proposed Fees

Administration

Aggregate

Fee as a

Investment Advisory Fee as a

Amount of

Investment Advisory Fee as a

Percentage of

Percentage of Average Daily

Investment

Percentage of Average Daily

Average Daily

Voting Fund

Net Assets

Advisory Fee†

Net Assets

Net Assets

Basic Value

0.60% up to $100 mil 0.50% from $100 mil to $200 mil 0.40% over $200 mil Effective Fee: 0.40%#

$

49,616,814#

0.60% up to $100 mil 0.50% from $100 mil to $200  mil 0.40% over $200 mil Effective Fee: 0.40%#

None

Special Value

0.75% up to $1 bil 0.725% from $1 bil to $1.5  bil 0.70% over $1.5 bil Effective Fee: 0.75%##

$7,208,238##

0.50% up to $1 bil 0.475% from $1 bil to $1.5  bil 0.45% over $1.5 bil Effective Fee: 0.50%##

0.25%

[Additional columns below]

[Continued from above table, first column(s) repeated]

		Proposed Fees
		Total Investment
		Advisory and
		Administration Fee as a
		Percentage of Average Daily
Voting Fund		Net Assets
Basic Value		0.60% up to $100 mil 0.50% from $100 mil to $200 mil 0.40% over $200 mil Effective Fee: 0.40%#
Special Value		0.75% up to $1 bil 0.725% from $1 bil to $1.5 bil 0.70% over $1.5 bil Effective Fee: 0.75%##

The Boards’ Considerations

      In their consideration of the Proposed Agreements, the Boards received information relating to, among other things, alternatives to the present agreements and the nature, quality and cost of the advisory and other services to be provided to the Voting Funds and the Master Funds under the Proposed Agreements. The non-interested Board Members also considered the quality and experience of the personnel who would provide investment advisory and administrative services to the Master Funds and the Voting Funds under the Proposed Agreements, representations made by FAM that there will be no material adverse change in such services and the relative profitability of the present agreements to the Investment Adviser. The non-interested Board Members were advised by their own counsel in connection with their review of the Proposed Agreements.

Payments to Affiliates of FAM by the Voting Funds

      The Investment Adviser provides accounting services to each Voting Fund at its cost and each Voting Fund reimburses the Investment Adviser for these accounting services. After approval of the Proposed Agreements, FAM will provide or arrange for the provision of these services to each Master Fund and to each

13

      Financial Data Services, Inc. (“FDS”), an affiliate of FAM and MLAM, acts as the transfer agent for each Voting Fund pursuant to separate Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreements (the “Transfer Agency Agreements”). Pursuant to the Transfer Agency Agreements, FDS is responsible for the issuance, transfer and redemption of shares and the opening and maintenance of shareholder accounts. After the approval of the Proposed Agreements, FDS will provide or arrange for the provision of these services to each Voting Fund. Information relating to the transfer agency fees paid by each Voting Fund is set forth below for its most recently completed fiscal year.

      Basic Value and Special Value have adopted separate distribution plans for their Class B, Class C and Class D shares pursuant to Rule 12b-1 under the Investment Company Act (each a “Distribution Plan”). The Distribution Plans provide for the payment of account maintenance fees and distribution fees by Basic Value and Special Value to Merrill Lynch Funds Distributor, a division of Princeton Funds Distributor, Inc. (the “Distributor”), to compensate the Distributor and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) (pursuant to separate sub-agreements) for the performance of certain account maintenance, shareholder and distribution services. After approval of the Proposed Agreements, the Distributor and MLPF&S will continue to provide the above described services to Basic Value and Special Value. Information relating to the fees paid to the Distributor and MLPF&S by Basic Value and Special Value pursuant to the Distribution Plans is set forth below for the most recently completed fiscal year of each such Fund.

      Shareholders of Basic Value and Special Value pay sales charges to the Distributor pursuant to an initial sales charge arrangement or a deferred sales charge arrangement. These sales charges provide for the financing of the distribution of the shares of each Voting Fund by the Distributor and MLPF&S, as a selected dealer. After approval of the Proposed Agreements, the Distributor and MLPF&S will continue to provide these distribution services to each Voting Fund. Information relating to the sales charges paid by shareholders of each Voting Fund to the Distributor and the amounts paid by the Distributor to MLPF&S pursuant to the

14

[Additional columns below]

[Continued from above table, first column(s) repeated]

		Aggregate				Aggregate
		Amount of				Amount of
		Deferred				Deferred
		Sales				Sales
		Charges				Charges Paid
		Received By				by Distributor
Voting Fund		Distributor				to MLPF&S
Basic Value		$	6,305,681			$	6,305,681
Special Value		$	698,285			$	698,285

      MLPF&S is an affiliated person, as defined in the Investment Company Act, of FAM because MLPF&S and FAM are under the common control of ML & Co. Information relating to the brokerage commissions paid to MLPF&S, is set forth in the following table for the most recently completed fiscal year of each Voting Fund:

Information Relating to FAM and MLAM U.K.

      FAM is organized as a limited partnership. The general partner of FAM is Princeton Services, Inc. (“Princeton Services”). The limited partner of FAM is ML & Co. Princeton Services is a wholly-owned subsidiary of Merrill Lynch Group, Inc. (“Merrill Lynch Group”). Merrill Lynch Group is a wholly-owned subsidiary of ML & Co. ML & Co., Merrill Lynch Group and Princeton Services control FAM through their ownership (whether direct or indirect) of the voting securities of FAM and their power to exercise a controlling influence over the management and policies of FAM.

      MLAM U.K., a corporation organized under the laws of the United Kingdom, is an affiliate of FAM. MLAM U.K. is a wholly-owned subsidiary of Merrill Lynch Europe Limited (“Merrill Lynch Europe”). Merrill Lynch Europe is a wholly-owned subsidiary of Merrill Lynch International Holdings, Inc. (“Merrill Lynch International Holdings”). Merrill Lynch International Holdings is a wholly-owned subsidiary of Merrill Lynch International Incorporated (“Merrill Lynch International”). Merrill Lynch International is a wholly-owned subsidiary of ML & Co. Merrill Lynch Europe, Merrill Lynch International Holdings, Merrill Lynch International and ML & Co. control MLAM U.K. through their power to exercise a controlling influence over the management and policies of MLAM U.K.

      Jeffrey M. Peek is the President of FAM and MLAM. Mr. Peek also serves as President and Director of Princeton Services and Executive Vice President of ML & Co. The address of Mr. Peek, FAM, MLAM and Princeton Services is P.O. Box 9011, Princeton, New Jersey 08543-9011. The address of ML & Co. and Merrill Lynch Group is 4 World Financial Center, New York, New York 10080.

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      Terry K. Glenn is the Chairman and a Director of MLAM U.K. Mr. Glenn also serves as Executive Vice President of FAM and MLAM, Executive Vice President and Director of Princeton Services, President and Director of the Distributor and President of Princeton Administrators, L.P. Nicholas C.D. Hall is a Director of MLAM U.K. Mr. Hall also serves as a Director of Mercury Asset Management, Ltd. and the Institutional Liquidity Fund plc and as General Counsel for Merrill Lynch Mercury Asset Management. James T. Stratford serves as an Alternate Director of MLAM U.K. Mr. Stratford also serves as a Director of Mercury Asset Management Group Ltd. and as Head of Compliance of Merrill Lynch Mercury Asset Management. Carol Ann Langham serves as an Alternate Director and Company Secretary for MLAM U.K. The address of MLAM U.K., Messrs. Hall and Stratford and Ms. Langham is 33 King William Street, London EC4R 9AS, England. The address of Mr. Glenn is P.O. Box 9011, Princeton, New Jersey 08543-9011.

      The name of each officer or director of the Voting Funds who is an officer, employee or director of FAM or MLAM or a former officer, employee or director of FAM or MLAM is set forth in Exhibit A to this Combined Proxy Statement.

Information Relating to Similar Funds

      FAM and MLAM are the investment advisers for other investment companies with investment objectives that are similar to the investment objectives of certain of the Voting Funds (“Similar Funds”). The following table provides certain information relating to each Similar Fund.

     The Boards of Merrill Lynch Basic Value Fund, Inc. and Merrill Lynch Special Value Fund, Inc. recommend that the respective shareholders of those Funds vote FOR the proposal to approve the proposed investment advisory and administration agreements.

16

ITEM 5:  PROPOSAL TO APPROVE CERTAIN CHANGES TO THE INVESTMENT

      Only Shareholders of the applicable Portfolios of the Series Fund may vote with respect to Item 5.

Introduction

      The Series Fund has adopted investment restrictions that govern generally the operations of each of its 10 portfolios (each, a “Portfolio” and collectively, the “Portfolios”). Management of the Series Fund believes it appropriate to modify certain investment restrictions (which are fundamental policies) and change certain fundamental policies to non-fundamental policies. The 1940 Act requires that a relatively limited number of investment policies and restrictions be designated as fundamental policies that may not be changed without shareholder approval. These policies relate to (a) the classification and subclassification under the 1940 Act within which a fund may operate, (b) borrowing money, (c) issuing senior securities, (d) engaging in the business of underwriting securities issued by other persons, (e) concentrating investments in a particular industry or group of industries, (f) purchasing and selling real estate or commodities and (g) making loans to other persons. When the Series Fund was formed, its Board designated a number of other policies as fundamental, in large part in response to certain regulatory requirements (e.g., state regulatory requirements that have since been repealed or are no longer applicable as a result of the passage of the National Securities Markets Improvement Act of 1996) or business or industry conditions that no longer exist, and adopted certain restrictions now believed to be unduly restrictive.

      Accordingly, the Board of the Series Fund authorized a review of the Fund’s investments restrictions in order to: (i) modernize the Fund’s policies that are required to be fundamental and make them consistent with those of other investment companies advised by MLAM, the Series Fund’s investment adviser, and (ii) reclassify as non-fundamental any policies that are not required to be fundamental under the 1940 Act. Non-fundamental policies can be changed by vote of a majority of the Series Fund’s Board members at any time without shareholder approval, subject to compliance with applicable Securities and Exchange Commission (“SEC”) disclosure requirements. The current fundamental policies of each Portfolio are set forth in Exhibit E.

      The proposed investment restrictions are designed to provide each Portfolio with as much investment flexibility as possible under the 1940 Act and applicable state securities regulations, and to help promote operational efficiencies and facilitate monitoring of compliance. Shareholders should note that certain of the proposed fundamental investment restrictions are stated in terms of “to the extent permitted by applicable law.” Applicable law can change over time and may become more or less restrictive as a result. The restrictions have been drafted in this manner so that a change in law would not require the Series Fund to seek a shareholder vote to amend the restriction to conform to applicable law, as revised.

Changes in Investment Restrictions

      Set forth below is each proposed fundamental policy of Intermediate Government Bond Portfolio, Long Term Corporate Bond Portfolio, High Yield Portfolio, Capital Stock Portfolio, Growth Stock Portfolio,

17

      Each of these Portfolios may not:

      (a)  Except with respect to the Natural Resources and Global Strategy Portfolios, make any investment inconsistent with the Portfolio’s classification as a diversified company under the 1940 Act.

      Commentary: The proposed restriction clarifies the current restriction in effect with respect to the classification of each applicable Portfolio as a diversified investment company.* Under the 1940 Act, a diversified investment company, with respect to 75% of its total assets, may not invest more than 5% of its assets in the securities of any single issuer. The current restriction in effect prohibits a Portfolio, with respect to 100% of its total assets, from investing more than 5% of its assets in the securities of any single issuer. The proposed restriction would permit each applicable Portfolio to invest up to 25% of its total assets in the securities of a single issuer. To the extent that a Portfolio invests a greater proportion of its assets in a single issuer, it will be subject to a greater degree of risk associated with that investment.

      (b)  Invest more than 25% of its assets, taken at market value, in the securities of issuers in any particular industry (excluding the U.S. Government and its agencies and instrumentalities).

      Commentary: The proposed restriction simplifies the current restriction in effect with respect to concentration in a particular industry. With respect to the Natural Resources Portfolio, the current restriction in effect permits the Portfolio to invest more than 25% of its total assets in gold-related companies when management anticipates significant economic, political or financial instability; the proposed restriction would prohibit the Natural Resources Portfolio from concentrating in gold-related companies. The proposed restriction is not expected to have any material effect on the portfolio management of the Portfolios.

      (c)  Make investments for the purpose of exercising control or management.

      Commentary: The proposed restriction is substantially similar to the current restriction in effect, except that the proposed restriction does not refer to a Portfolio acting alone or together with any other Portfolio or Portfolios. The proposed restriction is not expected to have any material effect on the portfolio management of the Portfolios.

      (d)  Purchase or sell real estate, except that a Portfolio may invest in securities directly or indirectly secured by real estate interests therein or issued by companies which invest in real estate or interests therein.

      Commentary: The proposed restriction is substantially similar to the current restriction in effect with respect to investing in real estate, except that the proposed restriction would permit the Portfolios to invest in securities directly or indirectly secured by real estate or issued by companies which invest in real estate, such as real estate investment trusts or REITs. The value of securities issued by REITs is affected by tax and regulatory requirements and by perceptions of management skill. REITs also are subject to heavy cash flow dependency, defaults by borrowers, and the possibility of failing to qualify for tax-free status under the Internal Revenue Code of 1986, as amended, or to maintain exemption from the 1940 Act.

      (e)  Purchase or sell commodities or contracts on commodities, except to the extent that a Portfolio may do so in accordance with applicable law and the Prospectus and Statement of Additional Information, as they

18

      Commentary: The proposed restriction is substantially similar to the current restriction in effect with respect to investing in commodities or contracts on commodities, except that it deletes the specific restriction on investing in oil, gas or other mineral exploration or development programs. These prohibited investments are included in the proposed restriction’s general prohibition on investing in commodities or contracts on commodities. The proposed restriction is not expected to have any material effect on the portfolio management of the Portfolios.

      (f)  Make loans to other persons, except that the acquisition of bonds, debentures, or other corporate debt securities and investment in government obligations, commercial paper, pass-through instruments, certificates of deposit, bankers acceptances, repurchase agreements or any similar instruments shall not be deemed to be the making of a loan, and except further that a Portfolio may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law and the guidelines set forth in the Prospectus and Statement of Additional Information, as they may be amended from time to time.

      Commentary: The proposed restriction is substantially similar to the current restrictions in effect with respect to making loans and lending portfolio securities. Applicable law generally permits the lending of a fund’s portfolio securities in an amount up to 33 1/3% of the fund’s total assets less all liabilities and indebtedness not represented by the lending, provided that such loans are made in accordance with prescribed guidelines which are set forth in the fund’s Statement of Additional Information. The proposed restriction is not expected to have any material effect on the portfolio management of the Portfolios.

      (g)  Borrow money, except that (i) a Portfolio may borrow from banks (as defined in the Investment Company Act) in amounts up to 33 1/3% of its total assets (including the amount borrowed), (ii) a Portfolio may borrow up to an additional 5% of its assets for temporary purposes, (iii) a Portfolio may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities and (iv) a Portfolio may purchase securities on margin to the extent permitted by applicable law. A Portfolio may not pledge its assets other than to secure such borrowings or, to the extent permitted by a Portfolio’s investment policies as set forth in the Prospectus and the Statement of Additional Information, as they may be amended from time to time, in connection with hedging transactions, short sales, when-issued and forward commitment transactions and similar investment strategies.

      Commentary: The proposed restriction with respect to borrowing money would permit a Portfolio to borrow money from banks in an amount up to 33 1/3% of the Portfolio’s total assets, and would permit the Portfolio to borrow up to an additional 5% of its total assets for temporary purposes. The current restriction in effect permits a Portfolio to borrow money from banks in an amount up to 10% of the Portfolio’s total assets and to pledge its assets to secure borrowings up to 10% of the Portfolio’s total assets. Borrowings constitute leverage, which involves risk. Leveraging will magnify declines as well as increases in the value of a Portfolio’s assets and in the yield on the Portfolio’s holdings.

      With regard to purchases on margin, under current applicable law, a Portfolio may not establish or use a margin account with a broker for the purpose of effecting securities transactions on margin, except that the Portfolio may obtain short term credit as necessary for the clearance of transactions. However, a Portfolio may pay initial or variation margin in connection with futures and related options transactions without regard to this prohibition.

19

      (h)  Issue senior securities to the extent such issuance would violate applicable law.

      Commentary: The Portfolios currently are not subject to an investment restriction similar to the proposed restriction, but they are so limited under applicable law. The proposed restriction, therefore, imposes a limitation on the issuance of senior securities based upon applicable law and will have no effect on the portfolio management of the Portfolios.

      Applicable law currently prohibits the issuance of senior securities, defined as any bond, debenture, note or similar obligation or instrument evidencing indebtedness, and any stock of any class having priority as to any other class as to distribution of assets or payment of dividends, but not including (i) bank borrowings provided that immediately thereafter the Portfolio has 300% asset coverage for all borrowings, or (ii) any note or other evidence of indebtedness representing a loan made to the Portfolio for temporary purposes (i.e., to be repaid in 60 days without extension or renewal) in an amount not exceeding 5% of the Portfolio’s total assets when the loan is made.

      Certain other investment techniques, which involve leverage or establish a prior claim to a Portfolio’s assets, may be considered senior securities, absent appropriate segregation of assets or exemptive relief. These techniques include standby commitment agreements, contracts for the purchase of securities on a delayed basis (i.e., firm commitment agreements), reverse repurchase agreements, engaging in financial futures and options thereon, forward foreign currency contracts, put and call options, the purchase of securities on a when-issued basis and short sales. The manner and extent to which a Portfolio can engage in any of these practices, which may constitute the issuance of senior securities, is governed by applicable law. Accordingly, adoption of this fundamental investment restriction will not change the Portfolio’s existing practices with respect to senior securities.

      Investments in swaps, to the extent permitted, are not treated as senior securities so long as the Portfolio segregates high-grade liquid debt securities with the Series Fund’s custodian in an amount equal to any net payments required to be made on the swaps.

      (i)  Underwrite securities of other issuers except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 in selling portfolio securities.

      Commentary: The proposed restriction is identical to the current restriction in effect and, therefore, no shareholder vote will be necessary.

      If approved by the shareholders of a Portfolio of the Series Fund, the above-listed restrictions will replace the fundamental investment restrictions for that Portfolio and, accordingly, will become the only fundamental investment restrictions under which that Portfolio will operate.

      Proposed Non-Fundamental Investment Restrictions. The Board of the Series Fund has adopted the following non-fundamental investment restrictions for each Portfolio except the Money Reserve Portfolio, subject to the approval of the fundamental investment restrictions described above. Certain of the proposed non-fundamental restrictions are in substance similar or identical to current fundamental investment restrictions.

      Redesignating a restriction as non-fundamental allows the Board the flexibility to modify the restriction in response to changes in the securities markets or applicable law if the Board deems it in the best interest of the Series Fund and its shareholders to do so. Although future modification of a non-fundamental investment

20

      Under the proposed non-fundamental investment restrictions, each Portfolio (except the Money Reserve Portfolio) may not:

      (j)  Purchase securities of other investment companies, except to the extent such purchases are permitted by applicable law.

      Commentary: Each Portfolio currently has a fundamental restriction which prohibits it from acquiring securities of other investment companies, except in connection with a merger, consolidation, acquisition or reorganization, or by purchase in the open market of securities of closed-end investment companies, and only if immediately thereafter not more than 10% of the Portfolio’s total assets would be invested in such securities. Applicable law currently allows each such Portfolio to purchase the securities of other investment companies if immediately thereafter not more than (i) 3% of the total outstanding voting stock of such company is owned by the Portfolio, (ii) 5% of the Portfolio’s total assets, taken at market value, would be invested in any one such company, (iii) 10% of the Portfolio’s total assets, taken at market value, would be invested in such securities, and (iv) the Portfolio, together with other investment companies having the same investment adviser and companies controlled by such companies, owns not more than 10% of the total outstanding stock of any one closed-end investment company. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. Current applicable law does not require a fund to state its policy on investing in other investment companies as a fundamental policy.

      (k)  Make short sales of securities or maintain a short position, except that the Multiple Strategy, Natural Resources and Global Strategy Portfolios may maintain short positions in forward currency contracts, options, futures contracts and options on futures contracts.

      Commentary: This non-fundamental policy on engaging in short sales is identical to the corresponding fundamental restriction currently applicable to the Portfolios. Current applicable law does not require a fund to state its policy on short sales as a fundamental policy.

      (l)  Purchase any securities on margin, except that a Portfolio may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities, and the Multiple Strategy, Natural Resources and Global Strategy Portfolios may purchase securities on margin to the extent permitted by applicable law.

      Commentary: This non-fundamental policy on purchasing securities on margin is substantially the same as the corresponding fundamental restriction currently applicable to the Portfolios. Under current applicable law, the Multiple Strategy, Natural Resources and Global Strategy Portfolios may pay initial or variation margin in connection with transactions in options, forward currency contracts, futures contracts and options on futures contracts without regard to this prohibition. Current applicable law does not require a fund to state its policy on purchasing securities on margin as a fundamental policy.

      (m)  Except for the Multiple Strategy, Natural Resources and Global Strategy Portfolios, write, purchase or sell puts, calls or combinations thereof, except that the Capital Stock Portfolio and the Balanced Portfolio may write covered call options.

21

      Commentary: This non-fundamental policy on purchasing or selling puts, calls or combinations thereof is identical to the corresponding fundamental restriction currently applicable to the Portfolios. Current applicable law does not require a fund to state its policy on puts, calls or combinations thereof as a fundamental policy.

      (n)  Except with respect to the Capital Stock Portfolio, the Natural Resources Portfolio, the Global Strategy Portfolio and the Multiple Strategy Portfolio, invest in securities of foreign issuers if at the time of acquisition more than 10% of its total assets, and in the case of the Capital Stock Portfolio 20% of its total assets, taken at market value at the time of the investment, would be invested in such securities; provided, however, that up to 25% of the total assets of such Portfolio may be invested in securities (i) issued, assumed or guaranteed by foreign governments, or political subdivisions or instrumentalities thereof, (ii) assumed or guaranteed by domestic issuers, including Eurodollar securities, or (iii) issued, assumed or guaranteed by foreign issuers having a class of securities listed for trading on the New York Stock Exchange. (As a matter of operating policy, however, the Multiple Strategy Portfolio will not invest in the securities of foreign issuers if at the time of acquisition more than 25% of its total assets would be invested in such securities. In addition, the Balanced Portfolio, as a matter of operating policy, does not intend to invest any portion of its assets in the securities of foreign issuers.) Consistent with the general policy of the SEC, the nationality or domicile of an issuer for determination of foreign issuer status may be (i) the country under whose laws the issuer is organized, (ii) the country in which the issuer’s securities are principally traded, or (iii) a country in which the issuer derives a significant proportion (at least 50%) of its revenues or profits from goods produced or sold, investments made, or services performed in the country, or in which at least 50% of the assets of the issuer are situated.

      Commentary: This non-fundamental policy on investing in foreign securities is identical to the corresponding fundamental restriction currently applicable to the Portfolios. Current applicable law does not require a fund to state its policy on investing in foreign securities as a fundamental policy.

      (o)  Participate on a joint (or a joint and several) basis in any trading account in securities (but this does not include the “bunching” of orders for the sale or purchase of portfolio securities with the other Portfolios or with individually managed accounts advised or sponsored by the Investment Adviser or any of its affiliates to reduce brokerage commissions or otherwise to achieve best overall execution).

      Commentary: This non-fundamental policy on joint trading is identical to the corresponding fundamental restriction currently applicable to the Portfolios. Current applicable law does not require a fund to state its policy on joint trading as a fundamental policy.

      (p)  Purchase or retain the securities of any issuer, if those individual officers and directors of the Fund, the Investment Adviser or any subsidiary thereof each owning beneficially more than  1/2 of 1% of the securities of such issuer, own in the aggregate more than 5% of the securities of such issuer.

      Commentary: This non-fundamental policy on purchasing securities in which the Fund’s officers and directors have an interest is identical to the corresponding fundamental restriction currently applicable to the Portfolios. Current applicable law does not require a fund to state its policy on purchasing securities in which the Fund’s officers and directors have an interest as a fundamental policy.

22

     Applicable to the Intermediate Government Bond Portfolio only

      (q)  Proposed Deletion of Investment Restriction. The Board of the Series Fund has approved the deletion of current Investment Restriction No. 16 (see Exhibit E), which, in relevant part, prohibits the Intermediate Government Bond Portfolio from investing in securities not issued by the U.S. Government or one of its agencies or which have a stated maturity greater than fifteen years. These limitations are not required to be included among the investment restrictions of the Intermediate Government Bond Portfolio and, further, are superfluous because they do no more than restate the investments the Intermediate Government Bond Portfolio may make in pursuit of its investment objective as recited in the Series Fund’s prospectus and statement of additional information. The deletion of this investment restriction will have no effect on the portfolio management of the Intermediate Government Bond Portfolio.

      Shareholders of a Portfolio will be able to vote for or against or abstain from voting with respect to each of the proposed changes described in this Item 5. However, if the shareholders of a Portfolio do not approve all of the proposed changes to the Portfolio’s investment restrictions, none of the proposed changes will be implemented for that Portfolio. The Board of the Series Fund recommends that shareholders of each applicable Portfolio of the Series Fund vote FOR approval of the changes to the investment restrictions of the Portfolios.

ITEM 6:  PROPOSAL TO APPROVE CERTAIN CHANGES TO THE INVESTMENT

      Only Shareholders of the Money Reserve Portfolio of the Series Fund may vote with respect to Item 6.

Introduction

      The Series Fund has adopted investment restrictions that govern generally the operations of the Money Reserve Portfolio. Management of the Series Fund believes it appropriate to modify certain investment restrictions (which are fundamental policies). The 1940 Act requires that a relatively limited number of investment policies and restrictions be designated as fundamental policies that may not be changed without shareholder approval. These policies relate to (a) the classification and subclassification under the 1940 Act within which a fund may operate, (b) borrowing money, (c) issuing senior securities, (d) engaging in the business of underwriting securities issued by other persons, (e) concentrating investments in a particular industry or group of industries, (f) purchasing and selling real estate or commodities, and (g) making loans to other persons. When the Series Fund was formed, its Board designated a number of other policies as fundamental, in large part in response to certain regulatory requirements (e.g., state regulatory requirements that have since been repealed or are no longer applicable as a result of the passage of the National Securities Markets Improvement Act of 1996) or business or industry conditions that no longer exist, and adopted certain restrictions now believed to be unduly restrictive.

      Accordingly, the Board of the Series Fund authorized a review of the Fund’s investments restrictions in order to: (i) modernize the Fund’s policies that are required to be fundamental and make them consistent with those of other investment companies advised by MLAM, the Series Fund’s investment adviser, and (ii) eliminate certain fundamental policies that are not required to be fundamental under the 1940 Act. The current fundamental policies of the Money Reserve Portfolio are set forth in Exhibit E.

23

      The proposed investment restrictions are designed to provide the Money Reserve Portfolio with as much investment flexibility as possible under the 1940 Act and applicable state securities regulations, and to help promote operational efficiencies and facilitate monitoring of compliance. Shareholders should note that certain of the proposed fundamental investment restrictions are stated in terms of “to the extent permitted by applicable law.” Applicable law can change over time and may become more or less restrictive as a result. The restrictions have been drafted in this manner so that a change in law would not require the Series Fund to seek a shareholder vote to amend the restriction to conform to applicable law, as revised.

Changes in Investment Restrictions

      Set forth below is each proposed fundamental policy of the Money Reserve Portfolio, followed by a commentary describing the proposed restriction and detailing the significance, if any, of the proposed changes for the Money Reserve Portfolio.

      The Money Reserve Portfolio may not:

      (a)  Make any investment inconsistent with the Portfolio’s classification as a diversified company under the 1940 Act.

      Commentary: The proposed restriction clarifies the current restriction in effect with respect to the classification of the Money Reserve Portfolio as a diversified investment company. Under the 1940 Act, a diversified investment company, with respect to 75% of its total assets, may not invest more than 5% of its assets in the securities of any single issuer. The current restriction in effect prohibits the Money Reserve Portfolio, with respect to 100% of its total assets, from investing more than 5% of its assets in the securities of any single issuer. Notwithstanding the proposed restriction, the Money Reserve Portfolio, in accordance with the rules adopted under the 1940 Act with respect to money market funds, will continue to be managed so as to be diversified with respect to 100% of its assets. The proposed restriction will have no effect on the portfolio management of the Money Reserve Portfolio.

      (b)  Invest more than 25% of its assets, taken at market value, in the securities of issuers in any particular industry (excluding securities issued by the U.S. Government and its agencies and instrumentalities; and instruments issued by domestic banks; and for purposes of this restriction, issuers of asset-backed and mortgage-backed securities will not be considered to be in an industry).

      Commentary: The proposed restriction simplifies the current restriction in effect with respect to concentration in a particular industry. The proposed restriction will have no effect on the portfolio management of the Money Reserve Portfolio.

      (c)  Make investments for the purpose of exercising control or management.

      Commentary: The proposed restriction is substantially similar to the current restriction in effect, except that the proposed restriction does not refer to the Money Reserve Portfolio acting alone or together with any other Portfolio or Portfolios. The proposed restriction will have no effect on the portfolio management of the Money Reserve Portfolio.

      (d)  Underwrite securities of other issuers insofar as the Money Reserve Portfolio technically may be deemed an underwriter under the Securities Act of 1933, as amended, in selling portfolio securities.

24

      Commentary: The proposed restriction is substantially identical to the current restriction in effect. The proposed restriction will have no effect on the portfolio management of the Money Reserve Portfolio.

      (e)  Purchase or sell real estate, except that, to the extent permitted by applicable law, the Money Reserve Portfolio may invest in securities directly or indirectly secured by real estate or interests therein or issued by companies which invest in real estate or interests, therein.

      Commentary: The proposed restriction is substantially similar to the current restriction in effect, except that the proposed restriction would permit the Money Reserve Portfolio to invest in securities directly or indirectly secured by real estate or issued by companies which invest in real estate, such as real estate investment trusts or REITs. The value of securities issued by REITs is affected by tax and regulatory requirements and by perceptions of management skill. REITs also are subject to heavy cash flow dependency, defaults by borrowers, and the possibility of failing to qualify for tax-free status under the Internal Revenue Code of 1986, as amended, or to maintain exemption from the 1940 Act.

      (f)  Borrow money, except that (i) the Money Reserve Portfolio may borrow from banks (as defined in the Investment Company Act) in amounts up to 33 1/3% of its total assets (including the amount borrowed), (ii) the Money Reserve Portfolio may borrow up to an additional 5% of its total assets for temporary purposes, (iii) the Money Reserve Portfolio may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities, and (iv) the Money Reserve Portfolio may purchase securities on margin to the extent permitted by applicable law. These borrowing provisions shall not apply to reverse repurchase agreements as described in the Prospectus and Statement of Additional Information. The Money Reserve Portfolio may not pledge its assets other than to secure such borrowing or to the extent permitted by the Money Reserve Portfolio’s investment policies as set forth in the Prospectus and Statement of Additional Information, as they may be amended from time to time, in connection with hedging transactions, short sales, when-issued, reverse repurchase and forward commitment transactions and similar investment strategies.

      Commentary: The proposed restriction with respect to borrowing would permit the Money Reserve Portfolio to borrow money from banks in an amount up to 33 1/3% of the Portfolio’s total assets, and would permit the Money Reserve Portfolio to borrow up to an additional 5% of its total assets for temporary purposes. The current restriction in effect permits the Money Reserve Portfolio to borrow money from banks in an amount up to 10% of the Portfolio’s total assets and to pledge its assets to secure borrowings up to 10% of the Portfolio’s total assets. Borrowings constitute leverage which involves risk. Leveraging will magnify declines as well as increases in the value of the Portfolio’s assets and in the yield on the Portfolio’s holdings.

      With regard to purchases on margin, under current applicable law, the Money Reserve Portfolio may not establish or use a margin account with a broker for the purpose of effecting securities transactions on margin, except that the Portfolio may obtain short term credit as necessary for the clearance of transactions.

      (g)  Make loans to other persons, except that the acquisition of bonds, debentures or other debt securities and investment in government obligations, commercial paper, pass-through instruments, certificates of deposit, bankers’ acceptances, repurchase agreements or any similar instrument shall not be deemed to be the making of a loan, and except further that the Money Reserve Fund may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law and the guidelines set forth in the Prospectus and Statement of Additional Information, as they may be amended from time to time.

25

      Commentary: The proposed restriction is substantially similar to the current restrictions in effect with respect to making loans and lending portfolio securities. Applicable law generally permits the lending of a fund’s portfolio securities in an amount up to 33 1/3% of the fund’s total assets less all liabilities and indebtedness not represented by the lending, provided that such loans are made in accordance with prescribed guidelines which are set forth in the fund’s Statement of Additional Information. The proposed restriction will have no effect on the portfolio management of the Money Reserve Portfolio.

      (h)  Issue senior securities to the extent such issuance would violate applicable law.

      Commentary: The Money Reserve Portfolio currently is not subject to an investment restriction similar to the proposed restriction, but it is so limited under applicable law. The proposed restriction, therefore, imposes a limitation on the issuance of senior securities based upon applicable law and will have no effect on the portfolio management of the Money Reserve Portfolio.

      (i)  Purchase or sell commodities or contracts on commodities, except to the extent that the Money Reserve Portfolio may do so in accordance with applicable law and the Fund’s Prospectus and Statement of Additional Information, as they may be amended from time to time, and without registering as a commodity pool operator under the Commodity Exchange Act.

      Commentary: The proposed restriction is substantially similar to the current restriction in effect with respect to investing in commodities or contracts on commodities. Current applicable law prohibits the Money Reserve Portfolio from investing in commodities or contracts on commodities. The proposed restriction will have no effect on the portfolio management of the Portfolio.

      Proposed Deletion of Certain Investment Restrictions. The Board of the Series Fund has approved the deletion of certain of the Money Reserve Portfolio’s current investment restrictions (see Exhibit E for the full text of these restrictions). These investment restrictions are not required to be fundamental investment restrictions of the Money Reserve Portfolio and, in most cases, are not applicable to a money market fund such as the Money Reserve Portfolio. As discussed below, the deletion of these investment restrictions will have no effect on the portfolio management of the Money Reserve Portfolio.

      (j)  Current Investment Restriction No.  4 prohibits the Money Reserve Portfolio from purchasing securities of other investment companies except in certain circumstances. The Money Reserve Portfolio does not invest in other investment companies. Therefore, this investment restriction is unnecessary.

      (k)  Current Investment Restriction No. 6, in relevant part, prohibits the Money Reserve Portfolio from making short sales or maintaining a short position. In accordance with the rules adopted under the 1940 Act with respect to money market funds, the Money Reserve Portfolio is prohibited from engaging in short sales or maintaining a short position. Therefore, this investment restriction is unnecessary.

      (l)  Current Investment Restriction No. 12 prohibits the Money Reserve Portfolio from investing in puts, calls or combinations thereof. In accordance with the rules adopted under the 1940 Act with respect to money market funds, the Money Reserve Portfolio is prohibited from investing in puts, calls or combinations thereof. Therefore, this investment restriction is unnecessary.

      (m)  Current Investment Restriction No. 13 limits the ability of the Money Reserve Portfolio to invest in foreign securities. In accordance with the rules adopted under the 1940 Act with respect to money market

26

      (n)  Current Investment Restriction No. 14 prohibits the Money Reserve Portfolio from participating on a joint (or a joint and several) basis in any trading account in securities (but this does not include the “bunching” of orders with other Portfolios or accounts managed by MLAM or its affiliates). The transactions described in this investment restriction are prohibited by the 1940 Act. Therefore, this investment restriction is unnecessary.

      (o)  Current Investment Restriction No. 15 prohibits the Money Reserve Portfolio from purchasing securities from or selling securities to an affiliate. The transactions described in this investment restriction are prohibited by the 1940 Act. Therefore, this investment restriction is unnecessary.

      (p)  Current Investment Restriction No. 16, in relevant part, prohibits the Money Reserve Portfolio from investing in any security which is not a short-term money market security. This limitation is not required to be included among the investment restrictions of the Money Reserve Portfolio and, further, is superfluous because it does no more than restate the investments the Money Reserve Portfolio may make in pursuit of its investment objective as recited in the Series Fund’s prospectus and statement of additional information.

      Shareholders of the Money Reserve Portfolio will be able to vote for or against or abstain from voting with respect to each of the proposed changes described in this Item 6. However, if the shareholders of the Money Reserve Portfolio do not approve all of the proposed changes to the Money Reserve Portfolio’s investment restrictions, none of the proposed changes will be implemented for the Money Reserve Portfolio. The Board of the Series Fund recommends that shareholders of the Money Reserve Portfolio vote FOR approval of the changes to the investment restrictions of the Money Reserve Portfolio.

ADDITIONAL INFORMATION

      The expenses of preparation, printing and mailing of the enclosed forms of proxy and accompanying Notice and Combined Proxy Statement will be borne by the Funds (other than the Index Funds) in proportion to their relative net assets. The Index Funds will pay its pro rata share of these expenses through investment in the Master Trust. The Funds will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation materials to the beneficial owners of the shares of the Funds.

      For the Funds listed below, a quorum consists of a majority of the shares entitled to vote at the Meetings, present in person or by proxy.

	•	Merrill Lynch Basic Value Fund, Inc.
	•	Merrill Lynch Capital Fund, Inc.
	•	Merrill Lynch Series Fund, Inc.
	•	Merrill Lynch Special Value Fund, Inc.

      For the Funds listed below, a quorum consists of holders of one-third of the shares entitled to vote at the Meetings, present in person or by proxy.

	•	Merrill Lynch Disciplined Equity Fund, Inc.
	•	Merrill Lynch Global Growth Fund, Inc.
	•	Merrill Lynch Global Resources Trust

27

	•	Merrill Lynch Index Funds, Inc.
	•	Quantitative Master Series Trust

      If, by the time scheduled for the Meetings, a quorum of the shareholders is not present or if a quorum is present but sufficient votes to act upon the proposals are not received from the shareholders, the persons named as proxies may propose one or more adjournments of the applicable Meeting to permit further solicitation of proxies from shareholders. Any such adjournment will require the affirmative vote of a majority of the shares of the applicable Fund present in person or by proxy and entitled to vote at the session of the Meeting to be adjourned. The persons named as proxies will vote in favor of any such adjournment if they determine that adjournment and additional solicitation are reasonable and in the best interests of the applicable Fund’s shareholders. No additional notice will be provided to you in the event a Meeting is adjourned unless otherwise required by applicable state law.

      All shares represented by properly executed proxies, unless such proxies have previously been revoked, will be voted at the Meetings in accordance with the directions on the proxies; if no direction is indicated, the shares will be voted:

      1)  “FOR” the election of the Board Member nominees;

	The shareholders of the Index Funds will also vote in connection with the election of the Board Members of the Master Trust.

	2a)	“FOR” the ratification of the selection of Deloitte & Touche LLP to serve as independent auditors for each Fund (other than Merrill Lynch Global Growth Fund, Inc.) for its current fiscal year;

	The shareholders of the Index Funds will also vote in connection with the ratification of the selection of independent auditors of the Master Trust.

	b)	“FOR” the ratification and selection of Ernst & Young LLP to serve as independent auditors for Merrill Lynch Global Growth Fund,  Inc. for its current fiscal year.

	With respect to the proxies submitted by the shareholders of each Fund, except the Index Funds, Series Fund and Master Trust:

	3)	“FOR” the approval of a charter amendment permitting the Board to reorganize the Fund into a master/feeder structure;

	With respect to proxies submitted by the shareholders of Merrill Lynch Basic Value Fund, Inc. and Merrill Lynch Special Value Fund, Inc.:

	4)	“FOR” the approval of the proposed Investment Advisory and Administration Agreements:

	With respect to proxies submitted by the shareholders of the Intermediate Government Bond Portfolio, Long Term Corporate Bond Portfolio, High Yield Portfolio, Capital Stock Portfolio, Growth Stock

28

	Portfolio, Multiple Strategy Portfolio, Natural Resources Portfolio, Global Strategy Portfolio and Balanced Portfolio of the Series Fund:

	5)	“FOR” certain changes to the investment restrictions of such Portfolios of the Series Fund; and

	With respect to proxies submitted by the shareholders of the Money Reserve Portfolio of the Series Fund:

	6)	“FOR” certain changes to the investment restrictions of the Money Reserve Portfolio of the Series Fund.

      The shareholders solicited and entitled to vote on Items 1, 2 and 3 are outlined in the following chart. With respect to Items 1, 2 and 3, assuming a quorum is present, approval of Items 1, 2 and 3 will require the affirmative vote of shareholders holding the percentage of shares indicated in the chart below. For purposes of Item 1, a “plurality of the votes” means the candidate must receive more votes than any other candidate for the same position, but not necessarily a majority of the votes cast.

      Only the shareholders of Merrill Lynch Basic Value Fund, Inc. and Merrill Lynch Special Value Fund, Inc. are entitled to vote on Item 4. Only the shareholders of Intermediate Government Bond Portfolio, Long

29

      In order to obtain the necessary quorum and vote at each Meeting, supplementary solicitation may be made by mail, telephone, telegraph or personal interview by officers of the applicable Fund. The Funds have retained Shareholder Communication Corporation, 17 State Street, New York, New York 10004 to aid in the solicitation of proxies, at an aggregate cost to be allocated among the Funds (except Index Funds) of approximately $200,000, plus out-of-pocket expenses. The Index Funds will pay its pro rata share of this cost through investment in the Master Trust.

      Broker-dealer firms, including MLPF&S, holding shares of each Fund in “street name” for the benefit of their customers and clients, will request the instructions of such customers and clients on how to vote their shares on each Item before the Meeting. The Funds understand that, under the rules of the New York Stock Exchange, such broker-dealer firms may, without instructions from their customers and clients, grant authority to the proxies designated to vote on the election of Board Members (Item 1), the ratification of the selection of independent auditors (Item 2), the proposed charter amendment (Item 3) (except for Global Resources), and the proposed investment advisory and administration agreements (Item 4) if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. Broker-dealer firms, including MLPF&S, will not be permitted to grant voting authority without instructions with respect to Item 3 (for Global Resources only), Items 5 and 6. Each Fund will include shares held of record by broker-dealers as to which such authority has been granted in its tabulation of the total number of shares present for purposes of determining whether the necessary quorum of shareholders exists. Proxies that are returned but that are marked “abstain” or on which a broker-dealer has declined to vote on any proposal (“broker non-votes”) will be counted as present for the purposes of a quorum. MLPF&S has advised each Fund that it intends to vote shares held in its name for which no instructions have been received except as limited by agreement or applicable law, on Item 1, Item 2, Item 3 and Item 4 in the same proportion as the votes received from beneficial owners of those shares for which instructions have been received, whether or not held in nominee name. Abstentions and broker non-votes will not be counted as votes cast. Therefore, abstentions and broker non-votes will not have an effect on the vote on Item 1 and Item 2 (for Maryland corporations). Abstentions and broker non-votes will have the same effect as a vote against Items 3, 4, 5 and 6 (for Maryland corporations), Items 1, 2, and 3 (for Global Resources, a Massachusetts business trust) and Items 1 and 2 (for the Master Trust, a Delaware business trust).

      Global Resources is organized as a Massachusetts business trust. As described in more detail below, shareholders of Global Resources may have statutory appraisal rights for their shares if Item 3 is approved by Global Resources’s shareholders at the Meeting and Global Resources reorganizes into a master/ feeder structure. In order for a shareholder of Global Resources to exercise his or her statutory appraisal rights, the

30

      Global Resources and any such shareholders shall in such cases have the rights and duties and shall follow the procedure set forth in sections 88 to 98 inclusive, of chapter 156B of the General Laws of Massachusetts. In the event that any shareholder elects to exercise his or her statutory right of appraisal under Massachusetts law, it is the present intention of Global Resources to petition a court of competent jurisdiction to determine whether such right of appraisal has been superseded by the provisions of Rule 22c-1 under the Investment Company Act, which generally requires mutual funds to redeem their shares at prices based upon the then current net asset value of such shares.

Address of Investment Adviser

      The principal office of the Investment Adviser is located at 800 Scudders Mill Road, Plainsboro, New Jersey 08536.

Annual Report Delivery

      Each Fund will furnish, without charge, a copy of its annual report for the Fund’s last fiscal year and a copy of its most recent semi-annual report, if any, to any shareholder upon request. Such requests should be directed to the attention of the Secretary of the applicable Fund, P.O. Box 9011, Princeton, New Jersey 08543-9011, or to 1-800-456-4587 ext. 123.

      The charters of the Funds do not require that the Funds hold annual meetings of shareholders. Each Fund will be required, however, to call special meetings of Shareholders in accordance with the requirements of the Investment Company Act to seek approval of new management and advisory arrangements or of a change in the fundamental policies, objectives or restrictions of the Funds. Each Fund also would be required to hold a special shareholders’ meeting to elect new Board Members at such time as less than a majority of the Board Members holding office have been elected by shareholders. The charter or by-laws provide that a special shareholders’ meeting may be called by a majority of the Board Members, the President (except for Global Resources) or on the written request of at least 10% of the outstanding shares of Merrill Lynch Basic Value Fund, Inc., Merrill Lynch Capital Fund, Inc., Merrill Lynch Global Resources Trust, Merrill Lynch Index Funds, Inc., Merrill Lynch Special Value Fund, Inc., and Quantitative Master Series Trust (or a portfolio thereof if the Meeting relates solely to that portfolio) or 25% of the outstanding shares of Merrill Lynch Series Fund, Inc. (or a portfolio thereof if the Meeting relates solely to that portfolio) or a majority of the outstanding shares of Merrill Lynch Disciplined Equity Fund, Inc. and Merrill Lynch Global Growth Fund, Inc. entitled to vote at such meeting.

31

Shareholder Proposals

      A shareholder proposal intended to be presented at any subsequent meetings of shareholders of the Funds must be received by that Fund in a reasonable time before the Board’s solicitation relating to such meeting is to be made in order to be considered in that Fund’s proxy statement and form of proxy relating to such meeting.

	By Order of the Boards of Directors
	Thomas D. Jones, III
	Secretary of Merrill Lynch Basic Value Fund, Inc.
	Merrill Lynch Capital Fund, Inc.
	Merrill Lynch Global Growth Fund, Inc.
	Merrill Lynch Global Resources Trust and
	Merrill Lynch Special Value Fund, Inc.
	Phillip S. Gillespie
	Secretary of Merrill Lynch Disciplined
	Equity Fund, Inc.
	Allan J. Oster
	Secretary of Merrill Lynch Series  Fund, Inc.
	Ira P. Shapiro
	Secretary of Merrill Lynch Index Funds, Inc.
	and Quantitative Master Series  Trust

Dated: June 9, 2000

32

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

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

MERRILL LYNCH ASSET MANAGEMENT        SIGN, DATE, AND RETURN THE PROXY CARD
4800 DEER LAKE DRIVE EAST             PROMPTLY USING THE ENCLOSED ENVELOPE.
JACKSONVILLE, FLORIDA  32246-6484

                                      TO VOTE BY TELEPHONE

                                      1)     Read the Proxy Statement and have
                                             the proxy card below at hand.

                                      2)     Call 1-800-690-6903.

                                      3)     Enter the 12-digit control number
                                             set forth on the proxy card and
                                             follow the simple instructions.

                                      TO VOTE BY INTERNET

            (Proxy Card 1)            1)     Read the Proxy Statement and have
                                             the proxy card below at hand.

                                      2)     Go to Website www.proxyvote.com.

                                      3)     Enter the 12-digit control number
                                             set forth on the proxy card and
                                             follow the simple instructions.


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

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

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
                         MLYNGC             KEEP THIS PORTION FOR YOUR RECORDS
-------------------------------------------------------------------------------
                                            DETACH AND RETURN THIS PORTION ONLY
                THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
--------------------------------------------------------------------------------

    To elect a Board of Directors (which term as used herein refers
    to Directors or Trustees, as applicable) of the Fund until their
    successors have been duly elected and qualified or until their
    earlier resignation or removal:


    VOTE ON DIRECTORS
    1.     01) M. Colyer Crum, 02) Laurie Simon
           Hodrick, 03) Terry K. Glenn, 04) Jack B.
           Sunderland, 05) Stephen B. Swensrud, 06) J. Thomas
           Touchton, 07) Fred G. Weiss, and 08) Arthur Zeikel.


    FOR     WITHHOLD   FOR ALL
    ALL       ALL      EXCEPT

    [ ]       [ ]        [ ]

         To withhold authority to vote, mark "For All Except"
         and write the nominee's number on the line below.

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





    VOTE ON PROPOSALS                                         FOR    AGAINST    ABSTAIN
    2(a).  To consider and act upon a proposal to ratify      [ ]      [ ]        [ ]
           the selection of Deloitte & Touche LLP to
           serve as independent auditors of the Fund (other
           than Merrill Lynch Global Growth Fund,
           Inc.) for its current fiscal year.

    2(b).  To consider and act upon a proposal to             [ ]      [ ]        [ ]
           ratify the selection of Ernst & Young LLP
           to serve as independent auditors for Merrill
           Lynch Global Growth Fund, Inc. for its
           current fiscal year.

    3.     FOR ALL FUNDS EXCEPT THE MERRILL LYNCH INDEX       [ ]      [ ]        [ ]
           FUNDS, INC., MERRILL LYNCH SERIES FUND, INC.
           AND QUANTITATIVE MASTER SERIES TRUST: To
           consider and act upon a proposal to amend the
           Fund's charter to permit the Board of
           Directors to reorganize the Fund into a
           master/feeder structure.

    4.     FOR MERRILL LYNCH BASIC VALUE FUND, INC. AND       [ ]      [ ]        [ ]
           MERRILL LYNCH SPECIAL VALUE FUND, INC.:  To
           consider and act upon the proposed Investment
           Advisory and Administration Agreements.

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

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


-------------------------------------------------     -------------------------------------------
Signature [PLEASE SIGN WITHIN BOX]        Date        Signature (Joint Owners)          Date
-------------------------------------------------------------------------------------------------

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




                                    P R O X Y



      THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS/TRUSTEES

   The undersigned hereby appoints Terry K. Glenn, Donald C. Burke, Thomas D.
   Jones, III 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 side, all of the shares of Common Stock, shares of
   beneficial interest and beneficial interests, as applicable, of the listed
   fund held of record by the undersigned on May 19, 2000 at the Annual Meeting
   of Shareholders to be held on July 17, 2000 or any adjournment thereof.

        THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
   HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
   WILL BE VOTED "FOR" PROPOSALS 1, 2, 3 and 4.

        By signing and dating 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.

   PLEASE SIGN EXACTLY AS NAME APPEARS ON THE REVERSE SIDE. 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 PERSONS.


            CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE


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

MERRILL LYNCH ASSET MANAGEMENT
4800 DEER LAKE DRIVE EAST
JACKSONVILLE, FLORIDA  32246-6484
                            -----------------------------------------

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

                            SIGN, DATE, AND RETURN THE PROXY CARD
                            PROMPTLY USING THE ENCLOSED ENVELOPE.


                            TO VOTE BY TELEPHONE

                            1)     Read the Proxy Statement and have
                                   the proxy card below at hand.

                            2)     Call 1-800-690-6903.

                            3)     Enter the 12-digit control number
                                   set forth on the proxy card and
                                   follow the simple instructions.

                            TO VOTE BY INTERNET

  (Proxy Card 2)            1)     Read the Proxy Statement and have
                                   the proxy card below at hand.

                            2)     Go to Website www.proxyvote.com.

                            3)     Enter the 12-digit control number
                                   set forth on the proxy card and
                                   follow the simple instructions.

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

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

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
                         MLYNGC             KEEP THIS PORTION FOR YOUR RECORDS
-------------------------------------------------------------------------------
                                            DETACH AND RETURN THIS PORTION ONLY
                THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
--------------------------------------------------------------------------------

    To elect a Board of Directors of the Fund until their successors have been
    duly elected and qualified or until their earlier resignation or removal:


    VOTE ON DIRECTORS
    1.     01) M. Colyer Crum, 02) Laurie Simon Hodrick, 03)
           Terry K. Glenn, 04) Jack B. Sunderland, 05)
           Stephen B. Swensrud, 06) J. Thomas Touchton, 07)
           Fred G. Weiss, and 08) Arthur Zeikel.


    FOR     WITHHOLD   FOR ALL
    ALL       ALL      EXCEPT

    [ ]       [ ]        [ ]

         To withhold authority to vote, mark "For All Except"
         and write the nominee's number on the line below.

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





    VOTE ON PROPOSALS                                         FOR    AGAINST    ABSTAIN
    2(a).  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.

    2(b).  Not applicable.

    3.     Not applicable.

    4.     Not applicable.

5  FOR THE INTERMEDIATE GOVERNMENT BOND PORTFOLIO,
   LONG TERM CORPORATE BOND PORTFOLIO, HIGH YIELD
   PORTFOLIO, CAPITAL STOCK PORTFOLIO, GROWTH
   STOCK PORTFOLIO, MULTIPLE STRATEGY PORTFOLIO,
   NATURAL RESOURCES PORTFOLIO, GLOBAL STRATEGY
   PORTFOLIO AND BALANCED PORTFOLIO OF THE FUND:
   To consider and act upon a proposal to change
   the investment restrictions listed below:


                                                                                  FOR ALL
                                                     FOR    AGAINST    ABSTAIN   EXCEPT AS
                                                     ALL      ALL        ALL    MARKED BELOW
                                                     [ ]      [ ]        [ ]        [ ]

   (a) Diversification                             (j) Securities of Other Investment Companies

   (b) Industry Concentration                      (k) Short Sales

   (c) Exercising Control or Management            (l) Margin

   (d) Real Estate                                 (m) Puts and Calls

   (e) Commodities                                 (n) Foreign Securities

   (f) Lending                                     (o) Participation in Joint Trading Accounts

   (g) Borrowing                                   (p) Transactions with Affiliates

   (h) Senior Securities                               Applicable to Intermediate Government
                                                       Bond Portfolio only
                                                   (q) Certain Enumerated Instruments
   (i) Underwriting of Securities


   To Vote Against or Abstain from a Particular Proposed
   Change, Write the Sub-Proposal Letter on the Line Below
   and Indicate a "Vote Against" or an "Abstention".

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


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


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


------------------------------------------------    ----------------------------------------
Signature [PLEASE SIGN WITHIN BOX]    Date          Signature (Joint Owners)      Date
--------------------------------------------------------------------------------------------

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

                                    P R O X Y



           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

   The undersigned hereby appoints Terry K. Glenn, Donald C. Burke, Thomas D.
   Jones, III 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 side, all of the shares of Common Stock of Merrill
   Lynch Series Fund, Inc. held of record by the undersigned on May 19, 2000 at
   the Annual Meeting of Shareholders to be held on July 17, 2000 or any
   adjournment thereof.

        THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
   HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
   WILL BE VOTED "FOR" PROPOSALS 1, 2 and 5.

        By signing and dating 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.

   PLEASE SIGN EXACTLY AS NAME APPEARS ON THE REVERSE SIDE. 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 PERSONS.


            CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE


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

MERRILL LYNCH ASSET MANAGEMENT
4800 DEER LAKE DRIVE EAST
JACKSONVILLE, FLORIDA  32246-6484

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

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

                   SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE
                   ENCLOSED ENVELOPE.


                   TO VOTE BY TELEPHONE

                   1)     Read the Proxy Statement and have the proxy card
                          below at hand.

                   2)     Call 1-800-690-6903.

                   3)     Enter the 12-digit control number set forth on the
                          proxy card and follow the simple instructions.

                   TO VOTE BY INTERNET

(Proxy Card 3)     1)     Read the Proxy Statement and have the proxy card
                          below at hand.

                   2)     Go to Website www.proxyvote.com.

                   3)     Enter the 12-digit control number set forth on the
                          proxy card and follow the simple instructions.

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

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

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
                         MLYNGC             KEEP THIS PORTION FOR YOUR RECORDS
-------------------------------------------------------------------------------
                                            DETACH AND RETURN THIS PORTION ONLY
                THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
--------------------------------------------------------------------------------

    To elect a Board of Directors of the Fund until their successors
    have been duly elected and qualified or until their earlier
    resignation or removal:


VOTE ON DIRECTORS

1.     01) M. Colyer Crum, 02) Laurie Simon Hodrick,
       03) Terry K. Glenn, 04) Jack B. Sunderland,
       05) Stephen B. Swensrud, 06) J. Thomas Touchton,
       07) Fred G. Weiss, and 08) Arthur Zeikel.

 FOR     WITHHOLD   FOR ALL
 ALL       ALL      EXCEPT

 [ ]       [ ]        [ ]

 To withhold authority to vote, mark "For All Except"
 and write the nominee's number on the line below.


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

VOTE ON PROPOSALS                                          FOR    AGAINST    ABSTAIN
2(a).  To consider and act upon a proposal to ratify       [ ]      [ ]        [ ]
       the selection of Deloitte & Touche LLP to
       serve as independent auditors of the Fund.

2(b).  Not Applicable.

3.     Not Applicable.

4.     Not Applicable.

5.     Not Applicable.

6. FOR THE MONEY RESERVE PORTFOLIO OF THE FUND:
   To consider and act upon a proposal to change
   the investment restrictions listed below:


                                                                             FOR ALL
                                                                             EXCEPT
                                                 FOR    AGAINST    ABSTAIN  AS MARKED
                                                 ALL      ALL        ALL      BELOW
                                                 [ ]      [ ]        [ ]       [ ]
   (a) Diversification                          (i) Commodities

   (b) Industry Concentration                   (j) Securities of Other Investment Companies

   (c) Exercising Control or Management         (k) Short Sales

   (d) Underwriting of Securities               (l) Puts and Calls

   (e) Real Estate                              (m) Foreign Securities

   (f) Borrowing                                (n) Participation in Joint Trading Accounts

   (g) Lending                                  (o) Transactions with Affiliates

   (h) Senior Securities                        (p) Certain Enumerated Instruments



   To Vote Against or Abstain from a Particular Proposed
   Change, Write the Sub-Proposal Letter on the Line Below
   and Indicate a "Vote Against" or an "Abstention".

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


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



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


------------------------------------------    ---------------------------------------
Signature [PLEASE SIGN WITHIN BOX]  Date      Signature (Joint Owners)      Date
-------------------------------------------------------------------------------------

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

                                    P R O X Y



          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

   The undersigned hereby appoints Terry K. Glenn, Donald C. Burke, Thomas D.
   Jones, III 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 side, all of the shares of Common Stock
   of Merrill Lynch Series Fund, Inc. held of record by the undersigned on
   May 19, 2000 at the Annual Meeting of Shareholders to be held on July 17, 2000
   or any adjournment thereof.

        THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
   HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
   WILL BE VOTED "FOR" PROPOSALS 1, 2 AND 6.

        By signing and dating 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.

   PLEASE SIGN EXACTLY AS NAME APPEARS ON THE REVERSE SIDE. 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 PERSONS.


            CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE


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

EXHIBIT A

      Defined terms used herein and not otherwise defined shall have the same meanings attributed thereto in the Combined Proxy Statement to which this Exhibit A is attached.

INFORMATION PERTAINING TO EACH FUND

General Information Pertaining to the Funds

A-1

      As of the Record Date, no person is beneficial owner of more than five percent of the Common Stock of any of the Funds except as set forth in the table below:

Information Pertaining to Board Member Nominees

      As of the Record Date, none of the nominees held shares of the Funds except as set forth in the table below:

A-2

A-3

      Set forth in the table below is information regarding Board and Committee meetings held, current annual and per meeting fees paid to each non-affiliated Board Member and the aggregate fees and expenses paid by each Fund to non-affiliated Board Members during each Fund’s most recently completed fiscal year.

      Set forth in the table below is information regarding compensation paid by each Fund to the non-affiliated Board Members during each Fund’s most recently completed fiscal year.

A-4

      Set forth in the table below is information regarding the aggregate compensation paid by all registered investment companies advised by FAM and its affiliate, MLAM (“FAM/ MLAM Advised Funds”), including the Funds, to the non-affiliated Board Members for the year ended December 31, 1999.

Information Pertaining to Officers

      Set forth below is information regarding the executive officers of the Funds. Each of the following persons is an executive officer of one or more Funds as set forth in the table on page A-9 of this Exhibit A.

A-5

A-6

A-7