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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /x/
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Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
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/ / Definitive Proxy Statement
/x/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MERRILL LYNCH GROWTH FUND FOR INVESTMENT AND RETIREMENT
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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/x/ Fee paid previously with preliminary materials.
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or the Form or Schedule and the date of its filing.
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Merrill Lynch Growth Fund
800 Scudders Mill Road
Plainsboro, New Jersey 08536
[Logo]
IMPORTANT NOTICE
PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD
YOUR VOTE IS IMPORTANT
Dear Merrill Lynch Growth Fund for Investment and Retirement Shareholder:
We are writing to ask your help in approving two proposals which were
contained in the proxy statement dated May 23, 1995 that you received some time
ago.
For these proposals to even be considered, responses need to be received
from a majority of the Fund's outstanding shares. To date, we have not received
the necessary number of responses, and as a result do not have a quorum for the
consideration of these issues. We believe adoption of both these proposals will
benefit the Fund. Therefore, we are writing not merely to ask you to vote, but
to ask that you vote in favor of the two proposals. Attached to this letter is
a summary of the proposals discussed in the proxy statement.
We have enclosed a proxy card and return envelope and would very much
appreciate your taking a few minutes to vote your shares, sign, date and return
your proxy. Thank you in advance for your help in enabling your Fund to resolve
these important matters.
July 14, 1995
Arthur Zeikel Stephen C. Johnes
President Vice President and Portfolio Manager
MERRILL LYNCH GROWTH FUND FOR INVESTMENT AND RETIREMENT
Summary of Two Proposals Contained in the May 23, 1995 Proxy Statement
The first proposal concerns the recommendation to change the Fund from a
diversified to a non-diversified mutual fund. The second proposal would permit
the Fund to invest up to 5% of its total assets in debt securities rated
investment grade or below investment grade or in unrated debt securities which,
in the judgment of the Fund's investment manager, Merrill Lynch Asset
Management, L.P. ("MLAM"), possess similar credit characteristics as debt
securities rated below investment grade (commonly known as "junk bonds").
MLAM believes that changing the Fund from diversified to non-diversified,
as those terms are defined in the Investment Company Act of 1940, would increase
the flexibility with which MLAM could manage the Fund's assets. In this regard,
the Fund seeks to achieve its investment objective in part by taking positions
in certain individual issuers, each of which represents more than 5% of the
Fund's total assets and by taking larger than 10% positions in the voting
securities of smaller capitalization issuers. Currently, the Fund may invest no
more than 25% of its total assets in a combination of larger than 5% and 10%
positions. MLAM believes that it would be beneficial to change the Fund's
status to non-diversified so that the Fund will not have to forego attractive
investment opportunities or, alternatively, liquidate existing positions
prematurely prior to entering into new positions, in order to stay within the
25% limit. As a non-diversified fund, the Fund would be able to invest an
additional 25% (i.e., a total of 50%) of its assets in larger than 5% and 10%
positions. MLAM believes that there are situations where the prospects for
enhanced performance from these relatively large positions outweigh the risk
that the value of the Fund's investments will decline. To the extent MLAM's
expectations are borne out, shareholders will realize a greater return on any
such investment than had the Fund been forced to continue to limit its larger
than 5% and 10% positions as a diversified fund. Of course, there can be no
assurance that the securities of any issuer will perform as management of the
Fund expects.
You are also being asked to vote on a proposal that would permit the Fund
to invest up to 5% of its total assets in debt securities rated investment grade
or below investment grade or in unrated securities which, in the judgment of
MLAM, possess similar credit characteristics as debt securities rated below
investment grade. MLAM believes permitting the Fund to invest in such
securities will enable the Fund to take advantage of a number of investment
opportunities, particularly in the overseas markets. Investment in "junk bonds"
involves substantial risk, and there can be no assurance the Fund will be able
to take advantage of opportunities in these securities. MLAM believes, however,
that permitting the Fund to invest up to 5% of its total assets in junk bonds
will benefit the Fund by giving it the flexibility to invest in such securities
when MLAM believes attractive opportunities exist.
