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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
MERRILL LYNCH FUNDS FOR INSTITUTIONS SERIES
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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MERRILL LYNCH FUNDS FOR INSTITUTIONS SERIES
ONE FINANCIAL CENTER
BOSTON, MA 02111
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 20, 1999
TO THE SHAREHOLDERS OF MERRILL LYNCH FUNDS FOR INSTITUTIONS SERIES:
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of Merrill Lynch Funds For Institutions Series (the "Trust") will be
held at the offices of Merrill Lynch, One Financial Center, Boston, MA 02111 on
October 20, 1999 at 11:45 a.m. for the following purposes:
(1) To consider and act upon a proposal to amend the Declaration of
Trust of the Trust to allow the Trustees to make future amendments to the
Declaration of Trust without shareholder authorization provided that the
amendment does not materially adversely affect the rights of any
shareholder; and
(2) 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 July 30, 1999 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 Trust entitled to vote at the
Meeting will be available and open to the examination of any shareholder of the
Trust for any purpose germane to the Meeting during ordinary business hours from
and after October 6, 1999, at One Financial Center, Boston, MA 02111.
Shareholders 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 THIS PURPOSE. The enclosed proxy is being solicited on behalf of the Board
of Trustees of the Trust.
By Order of the Board of Trustees
PHILLIP GILLESPIE
Secretary
Boston, MA 02111
Dated: August 18, 1999
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PROXY STATEMENT
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MERRILL LYNCH FUNDS FOR INSTITUTIONS SERIES
ONE FINANCIAL CENTER
BOSTON, MA 02111
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SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 20, 1999
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Trustees (the "Board") of Merrill Lynch Funds
For Institutions Series (the "Trust"), to be voted at the Special Meeting of
Shareholders of the Trust (the "Meeting"), to be held at the offices of Merrill
Lynch, One Financial Center, Boston, MA 02111, on October 20, 1999 at 11:45
a.m.. The approximate mailing date of this Proxy Statement is August 18, 1999.
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. The special meeting of shareholders is being called to
consider and act upon a proposal (the "Proposal") to amend the Declaration of
Trust of the Trust to allow the Trustees to make future amendments to the
Declaration of Trust without shareholder authorization provided that the
amendment does not materially adversely affect the rights of any shareholder.
Unless instructions to the contrary are marked, proxies will be voted 'FOR' the
Proposal to amend the Declaration of Trust. Any proxy may be revoked at any time
prior to the exercise thereof by giving written notice to the Secretary of the
Fund.
The Board has fixed the close of business on July 30, 1999 (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 and fractional votes for
fractional shares held, with no shares having cumulative voting rights. As of
July 30, 1999, the Trust had outstanding 22,946,828,359.92 shares of beneficial
interest in the Trust, par value $.10 per share for the Merrill Lynch
Institutional Tax-Exempt Fund, with 2,133,413,104.88 shares, and par value $.01
per share for the other Funds, consisting of 9,214,837,915.25 shares of the
Merrill Lynch Premier Institutional Fund, 8,024,851,969.21 shares of the Merrill
Lynch Institutional Fund, 2,412,963,518.05 shares of the Merrill Lynch
Government Fund, 809,003,744.28 shares of the Merrill Lynch Treasury Fund, and
351,758,108.25 shares of the Merrill Lynch Rated Institutional Fund. To the
knowledge of the Trust, as of July 30, 1999, no entities owned beneficially more
than five percent of the outstanding shares of any Fund of the Trust at such
date other than: National Association of Attorneys Fees, 750 1st Street, NE,
Suite 110, Washington, DC 20002-4257, owning 140,829,608.72 shares of beneficial
interest of Merrill Lynch Government Fund representing 5.84% of the Fund,
Merrill Lynch Trust Company, Trustee FBO Chrysler Hourly Employees Deferred Pay
Plan, P.O. Box 30532, New Brunswick, NJ 08989-0532, owning 492,231,691.96 shares
of beneficial interest of Merrill Lynch Premier Institutional Fund representing
5.35% of the Fund, Amerus Group Company, 699 Walnut Street, Suite 1700, Des
Moines, IA 50309-3945, owning 31,382,400.78 shares of beneficial interest of
Merrill Lynch Rated Institutional Fund representing 8.92% of the Fund, First
Union Real Estate Investments, 55 Public Square #1900, Cleveland, OH 44113-1937,
owning 43,132,417.38 shares of beneficial interest of the Merrill Lynch Treasury
Fund representing 5.34% of the Fund, Korth Family Trust, 57 Crest Road,
Piedmont, CA 94611-3303, owning 95,502,639.80 shares of beneficial interest of
Merrill Lynch Treasury Fund representing 11.83% of the Fund.
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ANNUAL REPORT DELIVERY
The Fund will furnish, without charge, a copy of its annual report for the
fiscal year ended April 30, 1999 to any shareholder upon request. Such requests
should be directed in writing to State Street Bank and Trust Company, P.O. Box
8118, Boston, Massachusetts 02266-8118 or by telephone to 1-800-225-5150 or
1-800-972-5555.
AMENDMENT TO THE DECLARATION OF TRUST OF THE TRUST
The proposed Amendment to the Declaration of Trust of the Trust would
permit the Trustees to further amend the Declaration of Trust without
shareholder approval if the amendment does not materially adversely affect the
rights of any shareholder. There are situations where changes in the mutual fund
industry, the operations of the Trust, the laws and regulations governing the
Trust, or other changes in circumstances make it necessary or desirable to amend
the Declaration of Trust. Allowing the Trustees to amend the Declaration of
Trust would give the officers and Trustees the ability to respond more
effectively to such situations without burdening the shareholders with the
substantial costs of a special shareholder meeting. For example, such an
amendment might permit the Trust to attract new shareholders or retain existing
shareholders. As an example, one or more shareholders or potential shareholders
may wish to use the Trust for long-term investment purposes and request that the
Trust provide assurance that it will remain in existence and registered as an
investment company with the Securities and Exchange Commission for an extended
period of time. Since providing this assurance would not adversely affect the
other shareholders of the Fund, the proposed amendment to the Declaration of
Trust would permit the Trustees to amend the Declaration of Trust in a manner
that provides this assurance, and thereby avoid the cost of holding a special
shareholders' meeting for this purpose. The proposed amendment would revise the
last sentence of Section 11.3 of the Declaration of Trust as follows (added
language underscored):
The Trustees may also amend this Declaration without the vote or
consent of Shareholders (i) if they deem it necessary to conform this
Declaration to the requirements of applicable federal laws or
regulations or the requirements of the regulated investment company
provisions of the Internal Revenue Code, but the Trustees shall not be
liable for failing to do so, or (ii) if they determine that the
amendment will not materially adversely affect the rights of
shareholders hereunder.
Approval of this Proposal requires the affirmative vote of the holders of a
majority of the shares of the Trust entitled to vote at the Meeting. The
Amendment to the Declaration of Trust would become effective upon adoption by
the shareholders. If it is not approved by the Trust's shareholders, the
Trustees will take such action as they deem necessary or appropriate in the best
interests of the Trust's shareholders, subject to legal requirements.
ADDITIONAL INFORMATION
The expenses of preparation, printing and mailing by the Trust of the proxy
materials in connection with the matter to be considered at the meeting will be
borne by the Merrill Lynch Asset Management, L.P. ("MLAM"), the Trust's adviser.
MLAM will reimburse banks, brokers and others for their reasonable expenses in
forwarding proxy solicitation material to the beneficial owners of the shares of
the Trust. MLAM also may hire proxy solicitors at its expense.
In order to obtain the necessary vote at the Meeting, supplementary
solicitation may be made by mail, telephone, telegraph or personal interview by
officers of the Trust.
All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with
the directions on the proxies; if no direction is indicated, the shares will be
voted "FOR" the amendment to the Declaration of Trust of the Trust.
Broker-dealer firms, including Merrill Lynch, holding Trust 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 the
Proposal before the Meeting. The Trust understands that, under the rules of the
New York
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Stock Exchange, such broker-dealer firms may not, without instructions from
their customers and clients, grant authority to the proxies designated to vote
on the Proposal. The 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 votes present for purposes of determining whether the necessary quorum
of shareholders exists. Proxies which are returned but which 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.
Merrill Lynch has advised the Trust that it intends to exercise discretion over
shares held in its name for which no instructions have been received by voting
such shares on the Proposal in the same proportion as it has voted shares for
which it has received instructions. However, abstentions and broker non-votes
will be included in the determination of the number of shares present at the
Meeting and will have the same effect as a vote against the Proposal.
The Declaration of Trust establishing the Trust, dated May 7, 1987, a copy
of which, together with all amendments thereto (the "Declaration"), is on file
in the office of the Secretary of the Commonwealth of Massachusetts, provides
that the name "Merrill Lynch Funds For Institutions Series" refers to the
Trustees under the Declaration collectively as Trustees, but not as individuals
or personally; and no Trustee, shareholder, officer, employee or agent of the
Series may be held to any personal liability, nor may resort be had to their
private property for the satisfaction of any obligation or claim or otherwise in
connection with the affairs of said Series but the Trust Property only shall be
liable.
ADDRESS OF INVESTMENT ADVISER AND DISTRIBUTOR
The principal office of the Trust's Investment Adviser and Distributor is
located at P.O. Box 9011, Princeton, New Jersey 08543-9011.
MEETINGS OF SHAREHOLDERS
The Fund's Declaration of Trust does not require that the Trust hold an
annual meeting of shareholders. The Trust will be required, however, to call
special meetings of shareholders in accordance with the requirements of the
Investment Company Act of 1940 to seek approval of new management and advisory
arrangements or of a change in the fundamental policies, objectives or
restrictions of the Trust. The Trust 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. The
Declaration of Trust of the Trust provides for the calling of shareholders'
meetings at the request of 10% of the outstanding shares or by a majority of the
Trustees.
By Order of the Board
PHILLIP GILLESPIE
Secretary
Dated: August 18, 1999
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PROXY
Merrill Lynch Funds For Institutions Series
One Financial Center
Boston, MA 02111
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
The undersigned hereby appoints each of Robert W. Crook, William M. Breen
and James J. Fatseas as proxies, each with the power to appoint his substitute,
and authorizes each of them to represent and to vote, as designated below, all
shares of beneficial interest of Merrill Lynch Funds For Institutions Series
(the "Trust") held of record by the undersigned on July 30, 1999 at a special
meeting of shareholders of the Trust to be held on October 20, 1999 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 the Proposal set forth below and, in the discretion
of such proxies, upon such other business as may properly come before the
meeting or any adjournment thereof.
1. To consider and act upon a proposal to amend the Declaration of Trust of the
Trust to allow the Trustees to make future amendments to the Declaration of
Trust without shareholder authorization provided that the amendment does not
materially adversely affect the rights of any shareholder.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Please sign this proxy in the space
provided below. Execution by
shareholders who are not individuals
must be made by an authorized
signatory.
Dated:
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Signature
Please mark boxes [X] or [ ] in
blue or black ink.
Please sign, date and return
this Proxy
promptly using the enclosed
envelope.
