<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 1995
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
<TABLE>
<S> <C> <C> <C>
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
/X/ Definitive Proxy Statement Commission Only (as permitted
/X/ Definitive Additional Materials by Rule 14a-6(e)(2))
/ / Soliciting Material Pursuant to
240.14a-11(c) or 240.14a-12
</TABLE>
MERRILL LYNCH GROWTH FUND FOR INVESTMENT AND RETIREMENT
--------------------------------------------------------------------------------
(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), or 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.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:1
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(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
/X/ Fee paid previously with preliminary materials.
--------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------------
(4) Date Filed:
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1Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE> 2
MERRILL LYNCH GROWTH FUND
FOR INVESTMENT AND RETIREMENT
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
DEAR SHAREHOLDER:
The enclosed proxy statement requests that you consider and approve: (1) a
change in the Fund's investment policy from being a diversified fund to being a
non-diversified fund; (2) a proposal to permit the Fund to invest up to 5% of
its total assets in debt securities rated 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
(commonly known as "junk bonds"); and (3) the selection of independent auditors.
With regard to Proposal 1, the Fund's status as a diversified mutual fund
restricts the total amount of assets that the Fund can invest in individual
issuers such that, with respect to 75% of the Fund's assets, the Fund may not
invest more than 5% of its total assets in the securities of any one issuer or
purchase more than 10% of the voting securities of any one issuer. Because 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% voting positions in smaller
capitalization issuers, the Fund is often constrained by the foregoing 5% and
10% limitations. For this reason, we believe it is advisable to change the
Fund's status from being a diversified fund to a non-diversified fund. As a
non-diversified fund, the Fund will be able to invest up to 50% of its assets
without regard to the 5% and 10% limitations. As a result, we believe that the
Fund will be able more effectively to pursue its investment strategies.
With regard to Proposal 2, we believe that permitting the Fund to invest up
to 5% of its total assets in bonds rated below investment grade will enable the
Fund to take advantage of a number of investment opportunities, particularly in
the overseas markets. Although no shareholder approval is technically required
to permit the Fund to invest up to 5% of its total assets in below investment
grade bonds, MLAM believes that it is appropriate to give shareholders the
opportunity to vote on this proposed change in investment policy.
EACH VOTE IS IMPORTANT; PLEASE REVIEW THE PROXY STATEMENT CAREFULLY AND
CAST YOUR VOTE ON THE PROXY CARD.
MANAGEMENT AND THE BOARD OF TRUSTEES RECOMMEND THAT YOU VOTE "FOR" EACH
PROPOSAL. If you have any questions, please call 1-800-MERRILL ext. 9368
(1-800-637-7455 ext. 9368).
Sincerely,
ARTHUR ZEIKEL
President
<PAGE> 3
MERRILL LYNCH GROWTH FUND
FOR INVESTMENT AND RETIREMENT
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
NOTICE OF MEETING OF SHAREHOLDERS
------------------------
JULY 14, 1995
TO THE SHAREHOLDERS OF MERRILL LYNCH GROWTH FUND
FOR INVESTMENT AND RETIREMENT:
Notice is hereby given that a Meeting of Shareholders (the "Meeting") of
Merrill Lynch Growth Fund for Investment and Retirement (the "Fund") will be
held at the offices of Merrill Lynch Asset Management, L.P. ("MLAM"), 800
Scudders Mill Road, Plainsboro, New Jersey 08536, on July 14, 1995 at 9:00 a.m.
The Meeting will be held for the following purposes:
(1) To consider and act upon a proposal to change the Fund's investment
policy from being a diversified fund to being a non-diversified fund;
(2) To consider and act upon a proposal to permit the Fund to invest up
to 5% of its total assets in debt securities rated investment grade or below
investment grade by a nationally recognized rating agency or in unrated debt
securities which, in the judgment of the Fund's investment manager, MLAM,
possess similar credit characteristics as debt securities rated below
investment grade (commonly known as "junk bonds");
(3) To consider and act upon a proposal to ratify the selection of
Deloitte & Touche LLP as independent auditors of the Fund for its fiscal
year ending October 31, 1995; and
(4) To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Trustees has fixed the close of business on May 15, 1995 as the
record date for the determination of shareholders entitled to notice of and to
vote at the Meeting or any adjournment thereof.
A complete list of the shareholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any shareholders of the
Fund for any purpose germane to the Meeting during ordinary business hours from
and after June 30, 1995, at the offices of the Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.
You are cordially invited to attend the Meeting. 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
THAT PURPOSE. The enclosed proxy is being solicited on behalf of the Board of
Trustees of the Fund.
By Order of the Trustees,
JERRY WEISS
Secretary
Plainsboro, New Jersey
Dated: May 23, 1995
<PAGE> 4
PROXY STATEMENT
------------------------
MERRILL LYNCH GROWTH FUND
FOR INVESTMENT AND RETIREMENT
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
MEETING OF SHAREHOLDERS
------------------------
JULY 14, 1995
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Trustees of Merrill Lynch Growth Fund for
Investment and Retirement, a Massachusetts business trust (the "Fund"), to be
voted at a Meeting of Shareholders of the Fund (the "Meeting"), to be held at
the offices of Merrill Lynch Asset Management, L.P. ("MLAM"), 800 Scudders Mill
Road, Plainsboro, New Jersey 08536, on July 14, 1995 at 9:00 a.m. The
approximate mailing date of this Proxy Statement is May 30, 1995.
All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, proxies
will be voted "FOR" the proposal to change the Fund's investment policy from
being a diversified fund to being a non-diversified fund, "FOR" the proposal to
permit the Fund to invest up to 5% of its total assets in debt securities rated
below investment grade by a nationally recognized rating agency or in unrated
debt securities which, in the judgment of the Fund's investment manager, MLAM,
possess similar credit characteristics (commonly known as "junk bonds"), and
"FOR" the ratification of the selection of independent auditors. Any proxy may
be revoked at any time prior to the exercise thereof by giving written notice to
the Secretary of the Fund at the Fund's address indicated above or by voting in
person at the Meeting.
The Board of Trustees has fixed the close of business on May 15, 1995 as
the record date (the "Record Date") for the determination of shareholders
entitled to notice of and to vote at the Meeting or any adjournment thereof. On
that date the Fund had 26,154,074.737 Class A shares, 76,737,324.408 Class B
shares, 1,647,892.687 Class C shares and 20,568,070.182 Class D shares of
beneficial interest outstanding and entitled to vote. Shareholders will be
entitled to one vote for each share held (or fraction of a vote for each
fractional share held), with no shares having cumulative voting rights. To the
knowledge of the Fund, no person beneficially owned more than 5% of the
outstanding shares of the Fund on the Record Date.
The Board of Trustees of the Fund knows of no business other than that
mentioned in Items 1, 2 and 3 of the Notice of Meeting which will be presented
for consideration at the Meeting. If any other matter is properly presented, it
is the intention of the persons named in the enclosed proxy to vote in
accordance with their best judgment.
<PAGE> 5
PROPOSAL 1
PROPOSAL TO CHANGE THE FUND'S INVESTMENT POLICY FROM BEING
A DIVERSIFIED FUND TO BEING A NON-DIVERSIFIED FUND
The Fund is currently classified as a diversified fund under the Investment
Company Act of 1940, as amended (the "1940 Act"). The 1940 Act requires that
with respect to 75% of its total assets, a diversified fund may not invest more
than 5% of its total assets (taken at market value at the time of each
investment) in the securities of any one issuer or acquire more than 10% of the
outstanding voting securities of any one issuer. A diversified fund may invest
the other 25% of its assets without regard to the foregoing 5% and 10%
limitations (the "25% non-diversified basket"). The U.S. Government, its
agencies and instrumentalities are not included within the definition of
"issuer" for purposes of the diversification requirements under the 1940 Act and
therefore securities issued by the U.S. Government, its agencies and
instrumentalities are not subject to the 5% and 10% limitations. Foreign
government securities, however, are subject to the diversification requirements
of the 1940 Act.
It is proposed that the Fund's shareholders approve changing the Fund's
investment policy from being a diversified fund to being a non-diversified fund
for purposes of the 1940 Act. As a non-diversified fund, the Fund would no
longer be subject to the above described 1940 Act diversification requirements.
However, the Fund currently is, and will continue to be, subject to the
diversification requirements of Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code"), in order to qualify as a regulated investment
company (a "RIC") for U.S. federal income tax purposes.
In order to qualify as a RIC under the Code, the Fund must comply with
certain requirements, including diversifying its investments so that at the
close of each quarter of the taxable year (i) not more than 25% of the market
value of the Fund's total assets will be invested in the securities of a single
issuer, or any two or more issuers which are controlled by the Fund and engaged
in the same, similar or related businesses, and (ii) with respect to 50% of the
market value of its total assets, not more than 5% of the market value of its
total assets will be invested in the securities of a single issuer, and the Fund
will not own more than 10% of the outstanding voting securities of a single
issuer (the "50% non-diversified basket"). As in the case of the 1940 Act
requirements discussed above, investment in the securities of the U.S.
Government, its agencies and instrumentalities are not included within the
definition of "issuer" for purposes of the diversification requirements of the
Code, while foreign government securities are included within such definition.
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 ("larger than 5% positions") and by taking larger
than 10% positions in the voting securities ("larger than 10% voting positions")
of smaller capitalization issuers ("small cap issuers"). (Generally, the Fund
does not take smaller than 10% voting positions in small cap issuers since the
cost and burden for the Fund to maintain such positions is out of proportion to
the expected return.) The diversification requirements of the 1940 Act discussed
above limit the degree to which the Fund may pursue these strategies. At the
present time, nearly 25% of the Fund's total assets are invested in a
combination of larger than 5% positions and larger than 10% voting positions.
This allocation of assets effectively fills the Fund's permitted 25%
non-diversified basket. Although the Fund would like to enter into additional
larger than 10% voting positions in small cap issuers, the Fund currently is
unable to do so without first liquidating existing positions in the 25%
non-diversified basket. Similarly, the Fund is unable to pursue investment in
any additional larger than 5% positions without liquidating existing positions
in the non-diversified basket. Because the Fund does not wish to continue to
forego attractive investment opportunities or, alternatively, be forced to
liquidate existing positions prematurely in order to take advantage
2
<PAGE> 6
of such opportunities, MLAM believes that it is advisable to change the Fund's
investment policy from being a diversified fund to being a non-diversified fund.
As a non-diversified fund, the Fund would be subject to a larger 50%
non-diversified basket, and accordingly, would be permitted to invest an
additional 25% of its assets without regard to the 5% and 10% limitations.
As stated above, changing the Fund's status from diversified to
non-diversified may increase the flexibility with which MLAM could invest the
Fund's assets. However, as a general matter, as a non-diversified fund, the Fund
may invest a relatively high percentage of its assets in obligations of a
limited number of issuers, and may therefore be more susceptible than a more
widely diversified fund to any single economic, political or regulatory
occurrence. In addition, the Fund may be more susceptible to changes in an
issuer's financial condition or in the market's assessment of an issuer. As a
result, to the extent that the Fund assumes large positions in the securities of
a small number of issuers, the Fund's net asset value may fluctuate to a greater
extent as a non-diversified company than it would as a diversified company.
The Board recommends that the Fund's shareholders approve Proposal 1.
PROPOSAL 2
PROPOSAL TO PERMIT THE FUND TO INVEST UP TO
5% OF ITS TOTAL ASSETS IN DEBT SECURITIES
RATED INVESTMENT GRADE OR BELOW INVESTMENT GRADE
As stated in the Fund's current prospectus (the "Prospectus"), the Fund's
investment emphasis is on equity securities, primarily common stocks and to a
lesser extent, securities convertible into common stocks. The Fund also may
invest as a temporary defensive measure in nonconvertible preferred stocks and
debt securities and utilize options and certain other investment practices
described in the Prospectus. Investments in debt securities, which are currently
permitted for temporary defensive measures only, are limited to obligations
which are rated at least AA by Standard & Poor's Ratings Group ("S&P") or at
least Aa by Moody's Investors Service, Inc. ("Moody's").
The Board of Trustees has approved a proposal to permit the Fund to invest
up to 5% of its total assets in debt securities rated investment grade or below
investment grade by a nationally recognized rating agency (e.g., rated below Baa
by Moody's or BBB by S&P) or in unrated debt securities which, in the judgment
of MLAM, possess similar credit characteristics as debt securities rated below
investment grade (previously defined as "junk bonds"). Such investments would
not be limited in use to temporary defensive measures.
MLAM believes that permitting the Fund to invest up to 5% of its total
assets in bonds rated below investment grade will enable the Fund to take
advantage of a number of investment opportunities, particularly in the overseas
markets. In purchasing junk bonds, the Fund will rely on MLAM's judgment,
analysis and experience in evaluating the creditworthiness of an issuer of such
securities. MLAM will take into consideration, among other things, the issuer's
financial resources, its sensitivity to economic conditions and trends, its
operating history, the quality of the issuer's management and regulatory
matters. The Fund will not invest in debt securities rated in the lowest rating
categories (Ca or lower for Moody's or CC or lower for S&P) unless MLAM believes
that the financial condition of the issuer or the protection afforded the
particular securities is stronger than would otherwise be indicated by such low
ratings.
Although no shareholder approval is technically required to permit the Fund
to invest in junk bonds, MLAM believes that it is appropriate to give
shareholders the opportunity to vote on this proposed change in investment
policy. If shareholders do not vote in favor of permitting the Fund to invest up
to 5% of its total
3
<PAGE> 7
assets in bonds rated below investment grade, the Fund will act in accordance
with the shareholders' expressed wishes and not invest in junk bonds, even
though the Fund was not required to seek shareholder approval on this matter.
Investment in junk bonds involves substantial risk. Securities rated Ba or
lower by Moody's or BB or lower by S&P are considered by those rating agencies
to be predominantly speculative with respect to the capacity to pay interest and
repay principal in accordance with the terms of the security, and generally
involve greater volatility of price than securities in higher rating categories.
More specifically, junk bonds may be issued by less creditworthy companies or by
larger, highly leveraged companies and are frequently issued in corporate
restructurings such as mergers and leveraged buyouts. Such securities are
particularly vulnerable to adverse changes in the issuer's industry and in
general economic conditions. Junk bonds frequently are junior obligations of
their issuers, so that in the event of the issuer's bankruptcy, claims of the
holders of junk bonds will be satisfied only after satisfaction of the claims of
senior security holders. While the junk bonds in which the Fund intends to
invest do not include securities which, at the time of investment, are in
default or the issuers of which are in bankruptcy, there can be no assurance
that such events will not occur after the Fund purchases a particular security,
in which case the Fund may experience losses and incur costs.
Junk bonds tend to be more volatile than higher rated fixed income
securities so that adverse economic events may have a greater impact on the
prices of junk bonds than on higher rated fixed income securities. Like higher
rated fixed income securities, junk bonds are generally purchased and sold
through dealers who make a market in such securities for their own accounts.
However, there are fewer dealers in the junk bond market which may be less
liquid than the market for higher rated fixed income securities even under
normal economic conditions. Also, there may be significant disparities in the
prices quoted for junk bonds by various dealers. Adverse economic conditions or
investor perceptions (whether or not based on economic fundamentals) may impair
the liquidity of this market and may cause the prices the Fund receives for its
junk bonds to be reduced, or the Fund may experience difficulty in liquidating a
portion of its portfolio. Under such conditions, judgment may play a greater
role in valuing certain of the Fund's portfolio securities than in the case of
securities trading in a more liquid market.
The Board of Trustees recommends that the Fund's shareholders approve
Proposal 2.
PROPOSAL 3
SELECTION OF INDEPENDENT AUDITORS
The Board of Trustees of the Fund, including a majority of the Trustees who
are not "interested persons" of the Fund within the meaning of Section 2(a)(19)
of the 1940 Act, has selected the firm of Deloitte & Touche LLP ("D&T") as
independent auditors of the Fund for the fiscal year ending October 31, 1995.
The Fund knows of no direct or indirect financial interest of such firm in the
Fund. Such appointment is subject to ratification or rejection by the
shareholders of the Fund. Unless a contrary specification is made, the
accompanying proxy will be voted in favor of ratifying the selection of such
auditors.
D&T also acts as independent auditors for Merrill Lynch & Co., Inc. ("ML &
Co.") and all of its subsidiaries and for most other investment companies for
which MLAM or its affiliate, Fund Asset Management, L.P. ("FAM"), acts as
investment adviser or manager. The fees received by D&T from these other
entities are substantially greater, in the aggregate, than the total fees
received by it from the Fund. The Board of Trustees of the Fund considered the
fact that D&T has been retained as the independent auditors for
4
<PAGE> 8
ML & Co. and the other entities described above in its evaluation of the
independence of D&T with respect to the Fund.
Representatives of D&T are expected to be present at the Meeting and will
have the opportunity to make statements if they so desire and will be available
to respond to questions from shareholders.
The Board of Trustees recommends that the Fund's shareholders approve
Proposal 3.
ADDITIONAL INFORMATION
SOLICITATION OF PROXIES
The expense of preparation, printing and mailing by the Fund of the proxy
materials in connection with the matters to be considered at the Meeting will be
borne by the Fund. The Fund will reimburse banks, brokers and others for their
reasonable expense in forwarding proxy solicitation material to the beneficial
owners of the shares of the Fund. The Fund may also hire proxy solicitors at the
expense of the Fund. The Fund has retained at its expense, Tritech Services, an
affiliate of ML & Co., with offices at 4 Corporate Place, Piscataway, New
Jersey, to aid in the solicitation of proxies from holders of shares held in
nominee or "street" name at a cost of approximately $2,000, plus out-of-pocket
expenses.
VOTING INFORMATION
The proposal to change the Fund's fundamental investment policy from being
a diversified fund to being a non-diversified fund (Proposal 1) and the proposal
to permit the Fund to invest up to 5% of its total assets in debt securities
including junk bonds (Proposal 2) each require the affirmative vote of (a) 67%
or more of the shares of the Fund present at the Meeting if the holders of more
than 50% of the outstanding shares are present or represented by proxy, or (b)
more than 50% of the outstanding shares of the Fund, whichever is less. The
proposal to ratify the selection of independent auditors (Proposal 3) requires
the affirmative vote of a majority of the Fund's shares represented at a meeting
in which a quorum is duly constituted. Shareholders of the Fund will vote as a
single class on each Proposal.
A quorum consists of 33 1/3% of the outstanding shares of the Fund, present
in person or by proxy. In order to obtain the necessary quorum at the Meeting,
supplementary solicitation may be made by mail, telephone, telegraph or personal
interview by officers of the Fund. It is anticipated that the cost of such
supplementary solicitation, if any, will be nominal. If, by the time scheduled
for the Meeting, a quorum of the Fund's shareholders is not present or if a
quorum is present but sufficient votes in favor of the Proposals described in
this Proxy Statement are not received from shareholders of the Fund, the persons
named as proxies may propose one or more adjournments of the Meeting to permit
further solicitation of proxies from shareholders. Any such adjournment will
require the affirmative vote of a majority of the shares of Fund present in
person or by proxy 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 such adjournment and additional solicitation are reasonable and in the
interests of the Fund's shareholders.
Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") holding Fund shares 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 Proposal before the
Meeting. The Fund understands that, under the rules of the New York Stock
Exchange, such broker-dealer firms may, without instructions from their
customers and clients, vote on the ratification of the selection of independent
auditors
5
<PAGE> 9
(Proposal 3) 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 Merrill Lynch, will not be permitted to vote without
instructions with respect to the change to non-diversified status (Proposal 1)
and the proposal to permit the Fund to invest up to 5% of its total assets in
debt securities including junk bonds (Proposal 2). Merrill Lynch has advised the
Fund that it intends to exercise discretion over shares held in its name for
which no instructions have been received by voting such shares on Proposal 3 in
the same proportion as it has voted shares for which it has received
instructions.
Proxies which are marked "abstain" or on which a broker-dealer has declined
to vote, as described above ("broker non-votes"), will be counted as present for
purposes of a quorum. However, abstentions or broker non-votes will have the
same effect as votes against Proposals 1, 2 and 3.
The Declaration of Trust of the Fund, as amended to date (the "Declaration
of Trust"), which is on file with the Secretary of State of the Commonwealth of
Massachusetts, provides that the name of the Fund refers to the Board of
Trustees collectively as Board members, but not as individuals or personally;
and no Board member, shareholder, officer, employee or agent of the Fund shall
be held to any personal liability, nor shall resort be had to their private
property for the satisfaction of any obligation or claim of the Fund but the
Trust Property only shall be liable.
MEETINGS OF SHAREHOLDERS
The Declaration of Trust does not require that the Fund hold an annual
meeting of shareholders. However, the Fund will be required to call special
meetings of shareholders in accordance with the requirements of the 1940 Act to
seek approval of new management and advisory arrangements, of a material
increase in distribution fees or of a change in the fundamental policies,
objectives or restrictions of the Fund. The Fund also would be required to hold
a special shareholders' meeting to elect new Trustees at such time as less than
a majority of the Trustees holding office have been elected by shareholders. In
addition, the Declaration of Trust of the Fund requires that a special meeting
of shareholders be held upon the written request of 10% of the holders of the
outstanding shares of the Fund entitled to vote at such meeting.
INFORMATION CONCERNING MLAM
MLAM, with offices at 800 Scudders Mill Road, Plainsboro, New Jersey 08536
(mailing address: P.O. Box 9011, Princeton, New Jersey 08543-9011), acts as the
manager for the Fund and provides the Fund with management and investment
advisory services. MLAM is owned and controlled by ML & Co., a financial
services holding company and the parent of Merrill Lynch. MLAM or its affiliate,
FAM, acts as the investment adviser for more than 130 registered investment
companies. MLAM also offers portfolio management and portfolio analysis services
to individual and institutional accounts.
Merrill Lynch Funds Distributor, Inc. ("MLFD"), an affiliate of MLAM, acts
as the distributor of the Fund's shares. MLFD is located at 800 Scudders Mill
Road, Plainsboro, New Jersey 08536.
SHAREHOLDER PROPOSALS
A shareholder proposal intended to be presented at any subsequent meeting
of shareholders of the Fund must be received by the Fund in a reasonable time
before the Board of Trustees' solicitation relating to such meeting is made in
order to be considered in the Fund's proxy statement and form of proxy relating
to that meeting.
6
<PAGE> 10
OTHER
As of May 15, 1995, the Trustees of the Fund owned less than 1% of the
outstanding shares of the Fund.
A COPY OF THE FUND'S MOST RECENT ANNUAL REPORT IS AVAILABLE TO SHAREHOLDERS
WITHOUT CHARGE. IF YOU WISH TO RECEIVE A COPY OF THE REPORT, PLEASE CALL THE
FUND TOLL-FREE AT 1-800-MERRILL EXT. 9368 (1-800-637-7455 EXT. 9368).
By Order of the Trustees,
JERRY WEISS
Secretary
Dated: May 23, 1995
7
<PAGE> 11
MERRILL LYNCH GROWTH FUND FOR INVESTMENT AND RETIREMENT
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Jerry Weiss
as proxies, each with the power to appoint his substitute, and hereby
authorizes each of them acting singly or jointly to represent and to vote, as
designated below, all shares of beneficial interest of Merrill Lynch Growth
Fund for Investment and Retirement (the "Fund") held of record by the
undersigned on May 15, 1995 at the Meeting of Shareholders to be held
on July 14, 1995 or any adjournment thereof. Such proxies are also
authorized to vote in their discretion on such other matters as may properly
come before the Meeting or any adjournment thereof.
(Continued and to be signed on the reverse side)
--------------------------------------------------------------------------------
This proxy when properly executed will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1, 2 AND 3.
<TABLE>
Caption>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. To consider and act upon a proposal to change the Fund's investment / / / / / /
policy from being a diversified fund to being a non-diversified fund.
2. To consider and act upon a proposal to permit the Fund to invest up to
5% of its total assets in debt securities rated investment grade or below
investment grade by a nationally recognized rating agency or in unrated
debt securities which, in the judgment of the Fund's investment manager, / / / / / /
Merrill Lynch Asset Management, L.P., possess similar credit
characteristics as debt securities rated below investment grade.
3. To consider and act on a proposal to ratify selection of Deloitte &
Touche LLP as independent auditors of the Fund for its fiscal year / / / / / /
ending October 31, 1995.
</TABLE>
--------------------------
Date
--------------------------
Signature(s)
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Signature (Joint Owners)
YOUR VOTE IS IMPORTANT. Please complete, sign and return this card as soon as
possible. Mark with an X in the box.
