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MASTER BASIC VALUE TRUST | Master Small Cap Index Series | MERRILL LYNCH BASIC VALUE FUND, INC. | Master Mid Cap Index Series | MERCURY BASIC VALUE FUND, INC. | MERRILL LYNCH U.S. TREASURY MONEY FUND | MASTER VALUE OPPORTUNITIES TRUST | MERRILL LYNCH INDEX FUNDS, INC. (4 series) | MERRILL LYNCH VALUE OPPORTUNITIES FUND, INC. | Merrill Lynch Aggregate Bond Index Fund | MERRILL LYNCH STRATEGY SERIES, INC. (3 series) | Merrill Lynch International Index Fund | Merrill Lynch Strategy Growth and Income Fund | Merrill Lynch S&P 500 Index Fund | Merrill Lynch Strategy Long-Term Growth Fund | Merrill Lynch Small Cap Index Fund | Merrill Lynch Strategy All-Equity Fund | MASTER MONEY TRUST | MERRILL LYNCH BALANCED CAPITAL FUND, INC. | CMA MONEY FUND | MERRILL LYNCH DISCIPLINED EQUITY FUND, INC. | WCMA MONEY FUND | MERRILL LYNCH GLOBAL GROWTH FUND, INC. | MASTER GOVERNMENT SECURITIES TRUST | MERRILL LYNCH NATURAL RESOURCES TRUST | CMA GOVERNMENT SECURITIES FUND | MERRILL LYNCH READY ASSETS TRUST | WCMA GOVERNMENT SECURITIES FUND | FAM SERIES FUND, INC. (14 series) | MASTER TAX-EXEMPT TRUST | Mercury Balanced Capital Strategy Portfolio | CMA TAX-EXEMPT FUND | Mercury Large Cap Core Strategy Portfolio | WCMA TAX-EXEMPT FUND | Mercury Core Bond Strategy Portfolio | MASTER TREASURY TRUST | Mercury Global Allocation Strategy Portfolio | CMA TREASURY FUND | Mercury Fundamental Growth Strategy Portfolio | WCMA TREASURY FUND | Mercury High Yield Portfolio | CMA MULTI-STATE MUNICIPAL SERIES TRUST (11 series) | Mercury Intermediate Government Bond Portfolio | CMA Arizona Municipal Money Fund | Mercury Money Reserve Portfolio | CMA California Municipal Money Fund | Mercury Low Duration Portfolio | CMA Connecticut Municipal Money Fund | Mercury Global SmallCap Portfolio | CMA Florida Municipal Money Fund | Mercury Equity Dividend Portfolio | CMA Massachusetts Municipal Money Fund | Mercury Mid Cap Value Opportunities Portfolio | CMA Michigan Municipal Money Fund | Mercury Small Cap Index Portfolio | CMA New Jersey Municipal Money Fund | Mercury International Index Portfolio | CMA New York Municipal Money Fund | MERRILL LYNCH USA GOVERNMENT RESERVES | CMA North Carolina Municipal Money Fund | QUANTITATIVE MASTER SERIES TRUST (9 series) | CMA Ohio Municipal Money Fund | Master Aggregate Bond Index Series | CMA Pennsylvania Municipal Money Fund | Master Enhanced International Series | MASTER SENIOR FLOATING RATE TRUST | Master Enhanced S&P 500 Series | MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. | Master Enhanced Small Cap Series | MERRILL LYNCH SENIOR FLOATING RATE FUND II, INC. | Master Extended Market Index Series | GLOBAL FINANCIAL SERVICES MASTER TRUST | Master International Index Series | MERRILL LYNCH GLOBAL FINANCIAL SERVICES FUND, INC. | Master S&P 500 Index Series | MASTER U.S. HIGH YIELD TRUST |
BlackRock Bond Allocation Target Shares Series C Portfolio Series M Portfolio Series S Portfolio BlackRock Value Opportunities Fund, Inc. BlackRock Basic Value Fund, Inc. BlackRock Natural Resources Trust BlackRock Global Growth Fund, Inc. BlackRock Balanced Capital Fund, Inc. BlackRock Global SmallCap Fund, Inc. BlackRock Bond Fund, Inc. BlackRock Bond Fund BlackRock High Income Fund BlackRock Municipal Bond Fund, Inc. BlackRock Municipal Insured Fund BlackRock National Municipal Fund BlackRock Short-Term Municipal Fund BlackRock High Yield Municipal Fund BlackRock Equity Dividend Fund BlackRock Global Allocation Fund, Inc. BlackRock EuroFund BlackRock Municipal Series Trust BlackRock Intermediate Municipal Fund BlackRock Global Dynamic Equity Fund BlackRock Utilities and Telecommunications Fund, Inc. BlackRock Mid Cap Value Opportunities Series, Inc. BlackRock Mid Cap Value Opportunities Fund Managed Account Series High Income Portfolio US Mortgage Portfolio Global SmallCap Portfolio Mid Cap Value Opportunities Portfolio BlackRock Funds II Total Return Portfolio Total Return Portfolio II Delaware Municipal Bond Portfolio Enhanced Income Portfolio AMT-Free Municipal Bond Portfolio GNMA Portfolio Government Income Portfolio High Yield Bond Portfolio Intermediate Bond Portfolio II Prepared Portfolio 2010 Prepared Portfolio 2015 Prepared Portfolio 2020 Prepared Portfolio 2025 Prepared Portfolio 2030 Prepared Portfolio 2035 Prepared Portfolio 2040 Prepared Portfolio 2045 Prepared Portfolio 2050 Intermediate Government Bond Portfolio International Bond Portfolio Inflation Protected Bond Portfolio Kentucky Municipal Bond Portfolio Low Duration Bond Portfolio Managed Income Portfolio Ohio Municipal Bond Portfolio BlackRock Strategic Portfolio I Conservative Prepared Portfolio Moderate Prepared Portfolio Growth Prepared Portfolio Aggressive Growth Prepared Portfolio BlackRock Short Term Bond Series, Inc. BlackRock Short Term Bond Fund BlackRock Focus Value Fund, Inc.
MERRILL LYNCH U.S. HIGH YIELD FUND, INC. | Mercury Global Allocation V.I. Fund | MERRILL LYNCH EQUITY DIVIDEND FUND | Mercury Government Bond V.I. Fund | MASTER BOND TRUST | Mercury High Current Income V.I. Fund | Master Core Bond Portfolio | Mercury Index 500 V.I. Fund | MERRILL LYNCH BOND FUND, INC. (3 series) | Mercury Large Cap Core V.I. Fund | Core Bond Portfolio | Mercury Large Cap Growth V.I. Fund | Intermediate Term Portfolio | Mercury Large Cap Value V.I. Fund | High Income Portfolio | Mercury Value Opportunities V.I. Fund | MERRILL LYNCH DEVELOPING CAPITAL MARKETS FUND, INC. | Mercury Utilities and Telecommunications V.I. Fund | MERRILL LYNCH EUROFUND | Mercury International Value V.I. Fund | MERRILL LYNCH GLOBAL ALLOCATION FUND, INC. | MERRILL LYNCH WORLD INCOME FUND, INC. | MERRILL LYNCH GLOBAL EQUITY OPPORTUNITIES FUND | MANAGED ACCOUNT SERIES (4 series) | MERRILL LYNCH GLOBAL SMALLCAP FUND, INC. | Mid Cap Value Opportunities Portfolio | MERRILL LYNCH GLOBAL TECHNOLOGY FUND, INC. | High Income Portfolio | MERRILL LYNCH GLOBAL VALUE FUND, INC. | U.S. Mortgage Portfolio | MERRILL LYNCH HEALTHCARE FUND, INC. | Global SmallCap Portfolio | MERRILL LYNCH LATIN AMERICA FUND, INC. | THE ASSET PROGRAM, INC. | MERRILL LYNCH MUNICIPAL BOND FUND, INC. (3 series) | Merrill Lynch Mid Cap Value Opportunities Fund | National Portfolio | FUND ASSET MANAGEMENT MASTER TRUST | Insured Portfolio | Low Duration Master Portfolio | Short-Term Portfolio | MERRILL LYNCH INVESTMENT MANAGERS FUNDS, INC. | MERRILL LYNCH MUNICIPAL SERIES TRUST | Merrill Lynch Low Duration Fund | Merrill Lynch Municipal Intermediate Term Fund | MERCURY FUNDS II | MERRILL LYNCH PACIFIC FUND, INC. | Merrill Lynch International Value Fund | MERRILL LYNCH UTILITIES AND TELECOMMUNICATIONS FUND, INC. | MERCURY MASTER TRUST (2 series) | MERRILL LYNCH FINANCIAL INSTITUTIONS SERIES TRUST | Merrill Lynch Master Small Cap Growth Portfolio | Summit Cash Reserves Fund | Merrill Lynch Master International Portfolio | MASTER FOCUS TWENTY TRUST | MERCURY FUNDS, INC. (2 series) | MERRILL LYNCH FOCUS TWENTY FUND, INC. | Merrill Lynch Small Cap Growth Fund | MASTER LARGE CAP SERIES TRUST (3 series) | Merrill Lynch International Fund | Master Large Cap Growth Portfolio | MASTER REAL INVESTMENT TRUST | Master Large Cap Value Portfolio | MERRILL LYNCH REAL INVESTMENT FUND | Master Large Cap Core Portfolio | MASTER INFLATION PROTECTED TRUST | MERRILL LYNCH LARGE CAP SERIES FUNDS, INC. (3 series) | MERRILL LYNCH INFLATION PROTECTED FUND | Merrill Lynch Large Cap Growth Fund | FDP SERIES, INC. (4 series) | Merrill Lynch Large Cap Value Fund | Marsico Growth FDP Fund | Merrill Lynch Large Cap Core Fund | MFS Research International FDP Fund | MERRILL LYNCH CALIFORNIA MUNICIPAL SERIES TRUST | Franklin Templeton Total Return FDP Fund | Merrill Lynch California Insured Municipal Bond Fund | Van Kampen Value FDP Fund | MERRILL LYNCH FOCUS VALUE FUND, INC. | MULTI-STRATEGY HEDGE ADVANTAGE | MERRILL LYNCH FUNDAMENTAL GROWTH FUND, INC. | MULTI-STRATEGY HEDGE OPPORTUNITIES, LLC | MERRILL LYNCH MULTI-STATE MUNICIPAL SERIES TRUST | MASTER INSTITUTIONAL MONEY MARKET TRUST (5 series) | (4 series) | Master Premier Institutional Fund | Merrill Lynch Florida Municipal Bond Fund | Master Institutional Fund | Merrill Lynch New Jersey Municipal Bond Fund | Master Institutional Tax-Exempt Fund | Merrill Lynch New York Municipal Bond Fund | Master Government Fund | Merrill Lynch Pennsylvania Municipal Bond Fund | Master Treasury Fund | MERRILL LYNCH RETIREMENT SERIES TRUST | MERRILL LYNCH FUNDS FOR INSTITUTIONS SERIES (5 series) | Merrill Lynch Retirement Reserves Money Fund | Merrill Lynch Premier Institutional Fund | MERRILL LYNCH U.S. GOVERNMENT FUND | Merrill Lynch Institutional Fund | MERRILL LYNCH SHORT-TERM U.S. GOVERNMENT FUND, INC. | Merrill Lynch Institutional Tax-Exempt Fund | FAM VARIABLE SERIES FUNDS, INC. (16 series) | Merrill Lynch Treasury Fund | Mercury American Balanced V.I. Fund | Merrill Lynch Government Fund | Mercury Basic Value V.I. Fund | MERRILL LYNCH PRINCIPAL PROTECTED TRUST (3 series) | Mercury Core Bond V.I. Fund | Merrill Lynch Basic Value Principal Protected Fund | Mercury Domestic Money Market V.I. Fund | Merrill Lynch Fundamental Growth Principal Protected Fund | Mercury Fundamental Growth V.I. Fund | Merrill Lynch Core Principal Protected Fund | Mercury Global Growth V.I. Fund | |
BlackRock Variable Series Funds, Inc. BlackRock Balanced Capital V.I. Fund BlackRock Basic Value V.I. Fund BlackRock Bond V.I. Fund BlackRock Fundamental Growth V.I. Fund BlackRock Global Growth V.I. Fund BlackRock S&P 500 Index V.I. Fund BlackRock Large Cap Core V.I. Fund BlackRock Large Cap Growth V.I. Fund BlackRock Large Cap Value V.I. Fund BlackRock Global Allocation V.I. Fund BlackRock Utilities and Telecommunications V.I. Fund BlackRock Value Opportunities V.I. Fund BlackRock International Value V.I. Fund BlackRock Government Income V.I. Fund BlackRock High Income V.I. Fund BlackRock Money Market V.I. Fund FDP Series, Inc. Franklin Templeton Total Return FDP Fund Marsico Growth FDP Fund MFS Research International FDP Fund Van Kampen Value FDP Fund BlackRock Commodity Strategies Fund The GNMA Fund Investment Accumulation Program, Inc. BlackRock Principal Protected Trust BlackRock Fundamental Growth Principal Protected Fund BlackRock Basic Value Principal Protected Fund BlackRock Core Principal Protected Fund BlackRock FundsSM Asset Allocation Portfolio All-Cap Global Resources Portfolio Aurora Portfolio Investment Trust Exchange Portfolio Global Opportunities Portfolio Global Resources Portfolio Global Science & Technology Opportunities Portfolio Health Sciences Opportunities Portfolio International Opportunities Portfolio Capital Appreciation Portfolio Mid-Cap Growth Equity Portfolio Mid-Cap Value Equity Portfolio Small Cap Growth Equity Portfolio Small Cap Core Equity Portfolio Small Cap Value Equity Portfolio Small/Mid-Cap Growth Portfolio U.S. Opportunities Portfolio Index Equity Portfolio Money Market Portfolio Municipal Money Market Portfolio BlackRock Multi-State Municipal Series Trust BlackRock Florida Municipal Bond Fund BlackRock New Jersey Municipal Bond Fund BlackRock New York Municipal Bond Fund BlackRock Pennsylvania Municipal Bond Fund BlackRock Fundamental Growth Fund, Inc. BlackRock California Municipal Series Trust BlackRock California Insured Municipal Bond Fund BlackRock Focus Twenty Fund, Inc. BlackRock World Income Fund, Inc. BlackRock International Value Trust BlackRock International Value Fund Master Value Opportunities LLC Master Basic Value LLC Master Focus Twenty LLC Short-Term Bond Master LLC Short-Term Bond Master Portfolio Master Commodity Strategies LLC Master Bond LLC Master Bond Portfolio BlackRock Series Fund, Inc. BlackRock Balanced Capital Portfolio BlackRock Bond Portfolio BlackRock Fundamental Growth Portfolio BlackRock Global Allocation Portfolio BlackRock Government Income Portfolio BlackRock High Income Portfolio BlackRock Money Market Portfolio BlackRock Large Cap Core Portfolio Merrill Lynch U.S. Treasury Money Fund BlackRock Index Funds, Inc. BlackRock International Index Fund BlackRock S&P 500 Index Fund BlackRock Small Cap Index Fund Merrill Lynch Ready Assets Trust BlackRock Healthcare Fund, Inc. BlackRock Global Technology Fund, Inc. CMA Money Fund CMA Government Securities Fund CMA Tax-Exempt Fund CMA Treasury Fund WCMA Government Securities Fund WCMA Money Fund WCMA Tax-Exempt Fund WCMA Treasury Fund BlackRock Developing Capital Markets Fund, Inc. BlackRock Latin America Fund, Inc. BlackRock Pacific Fund, Inc. BlackRock Global Financial Services Fund, Inc.
U.S. Treasury Money Market Portfolio North Carolina Municipal Money Market Portfolio New Jersey Municipal Money Market Portfolio Ohio Municipal Money Market Portfolio Pennsylvania Municipal Money Market Portfolio Virginia Municipal Money Market Portfolio Merrill Lynch U.S.A. Government Reserves BlackRock Series, Inc. BlackRock International Fund BlackRock Small Cap Growth Fund II BlackRock Financial Institution Series Trust BlackRock Summit Cash Reserves Fund CMA Multi-State Municipal Series Trust CMA Arizona Municipal Money Fund CMA California Municipal Money Fund CMA Connecticut Municipal Money Fund CMA Florida Municipal Money Fund CMA Massachusetts Municipal Money Fund CMA Michigan Municipal Money Fund CMA New Jersey Municipal Money Fund CMA New York Municipal Money Fund CMA North Carolina Municipal Money Fund CMA Ohio Municipal Money Fund CMA Pennsylvania Municipal Money Fund Quantitative Master Series LLC Master Enhanced Small Cap Series Master Core Bond Enhanced Index Series Master Enhanced International Series Master Enhanced S&P 500 Series Master Extended Market Index Series Master International Index Series Master Mid Cap Index Series Master S&P 500 Index Series Master Small Cap Index Series BlackRock Large Cap Series Funds, Inc. BlackRock Large Cap Core Fund BlackRock Large Cap Growth Fund BlackRock Large Cap Value Fund Merrill Lynch Retirement Series Trust Merrill Lynch Retirement Reserves Money Fund Merrill Lynch Funds For Institutions Series Merrill Lynch Government Fund Merrill Lynch Treasury Fund Merrill Lynch Institutional Fund Merrill Lynch Premier Institutional Fund Merrill Lynch Institutional Tax-Exempt Fund Global Financial Services Master LLC Master Large Cap Series LLC Master Large Cap Core Portfolio Master Large Cap Growth Portfolio Master Large Cap Value Portfolio Master Institutional Money Market LLC Merrill Lynch Premier Institutional Portfolio Merrill Lynch Institutional Portfolio Merrill Lynch Institutional Tax-Exempt Portfolio BlackRock Master LLC BlackRock Master Small Cap Growth Portfolio BlackRock Master International Portfolio Master Treasury LLC Master Tax-Exempt LLC Master Government Securities LLC Master Money LLC
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MERRILL LYNCHBLACKROCK-ADVISED FUNDS*
P.O. Box 9011
Princeton, New Jersey 08543-9011
June __, 2006
100 Bellevue Parkway Wilmington, Delaware 19809 (800) 441-7762 July 2, 2007 Dear Shareholder: A special meeting of your Merrill Lynch Fund*BlackRock-advised fund (each, a “Fund,”“Fund” and collectively, the “Funds”) will be held at the offices of Merrill Lynch Investment Managers, L.P.BlackRock, Inc., 800 Scudders Mill Road, Plainsboro,Park Avenue Plaza, 55 East 52nd Street, 11th Floor, New Jersey 08536,York, New York 10022, on Monday, July 31, 2006,Thursday, August 23, 2007 at 1:00 p.m. (Eastern time), or Tuesday, August 15, 2006on Friday, September 7, 2007 at 3:00 p.m. (Eastern time) (seeAppendix Aof the enclosed joint proxy statement for the date of your Fund’s meeting), at 9:00 a.m. (Eastern time) (the “Meeting”), to vote on the proposals listeddiscussed in the enclosed joint proxy statement. The purpose of the Meeting is to seek shareholder approval of proposals recently approved by your Fund’s board of directors or trustees (each, an “Existing Board” and collectively, the “Existing Boards,” the members of which are referred to as “Board Members”). On September 29, 2006, BlackRock, Inc. (“BlackRock”) consummated a transaction (the “Transaction”) with Merrill Lynch & Co., Inc. (“MLwhereby Merrill Lynch & Co.”), the parent company of the Funds’investment advisers, and BlackRock, Inc., have agreed to a transaction (the “Transaction”) to combine’s investment management business, including Merrill Lynch Investment Managers, L.P. and certain affiliates (“MLIM”), combined with that of BlackRock Inc. to formcreate a new independent company that is one of the world’s largest asset management company. The Transaction, when it is consummated, will causefirms with approximately $1.154 trillion in assets under management as of March 31, 2007. These proposals would implement initiatives resulting from the Funds’ investment advisory agreements to terminate. In order for the management of each Fund to continue uninterrupted afterTransaction. Following the Transaction, we are askingBlackRock, in consultation with all of the shareholdersboards of each Funddirectors or trustees of the funds in the BlackRock family of funds, undertook a comprehensive review of all of the funds currently advised by BlackRock affiliates, including the funds formerly advised by MLIM, with a goal of moving the funds to approve a new investment advisory agreement. We are also asking shareholders of each Fund, other than FDP Series, Inc., to approve a new subadvisory agreement withmore cohesive and rational operating platform. (The funds currently advised by BlackRock Advisors, LLC, BlackRock Institutional Management Corporation or BlackRock Financial Management, Inc. on(collectively, “BlackRock Advisors”), each a contingent basiswholly owned subsidiary of BlackRock, are referred to as the extent“Fund complex,” and all of the Fund’s Boardboards of Directors/Trustees and MLIM deem it necessary anddirectors or trustees of the funds in the best interestsFund complex, including the Existing Boards, are referred to collectively as the “Boards.”) Subsequent to that review, and following extensive and substantial consultation with the Boards of the funds in the Fund complex, BlackRock recommended proposals designed to streamline and enhance the effectiveness of Board oversight of the Fund and its shareholders that BlackRock Advisors, Inc. assist in managingcomplex. At Board meetings held during May 2007, the operationsBoard Members approved these proposals on behalf of the Fund duringFunds, subject to approval by the interim period priorFunds’ shareholders. One or more of these proposals require your approval. We are seeking your approval of proposals relating to the consummation of the Transaction. Each Fund’s total fees for services under its new investment advisory agreement and contingent subadvisory agreement will be no higher than the fees currently payable under its existing investment advisory agreement. Shareholders of FDP Series, Inc. will be asked to approve new subadvisory agreements with the current subadviser to each series of FDP Series, Inc. The shareholders of Merrill Lynch Healthcare Fund, Inc. and Merrill Lynch Natural Resources Trust will be asked to approve a proposed change in each Fund’s fundamental investment restriction relating to industry concentration.
If you are a shareholder of a feeder Fund (noted in Appendix A tofollowing issues through the enclosed joint proxy statement), you will be asked to vote in connection with matters applicable to your feeder Fund’s respective master trust.statement.
The Directors/Trustees responsible for your Fund recommend that you vote FOR the proposals outlined above to be presented at the meeting applicable to your Fund.
In addition, the shareholders of Merrill Lynch Global Allocation Fund, Inc. will be asked to vote on a shareholder proposal recommending divestiture of that Fund’s holdings1.Elect Nominees (all Funds). As described in Freeport McMoRan Copper & Gold, Inc.’s stock.The Directors of Merrill Lynch Global Allocation Fund, Inc. recommend that you vote AGAINST this shareholder proposal.
You are cordially invited to attend any meeting at which you may vote shares.Shareholders who do not expect to attend any such 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/Trustees of each Fund.
If you have any questions regarding the enclosed proxy materialstatement, all shareholders are being asked to elect director or need assistancetrustee nominees of their Funds. Currently, seven different Boards oversee the open-end and closed-end funds in voting your shares, please contact our proxy solicitor, Computersharethe Fund Services, at 1-800-645-4519.complex. It is proposed that the Boards be realigned and consolidated so that the open-end funds are overseen by just two new boards (one new board would oversee certain equity funds, all fixed-income funds and funds designed for sale through insurance company separate accounts, and the other new board would oversee certain other equity funds and all money market funds). It is also proposed that a third
| | Sincerely,
ALICEA. PELLEGRINO
Secretary |
| * | | The Funds are listed in the Notice of Meeting and inAppendix Ato the enclosed joint proxy statement. |
new board would oversee the closed-end funds. (Each new board is referred to as a “New Board” and collectively, the “New Boards.”) Each Board has reviewed the qualifications and backgrounds of the nominees and believes that they are experienced in overseeing investment companies and are familiar with the Fund complex and with BlackRock Advisors. As discussed in more detail on page 13 of the enclosed joint proxy statement, the Board Members and BlackRock believe that: (i) a single New Board overseeing funds of a specific type may enhance that New Board’s efficiency by enabling Board Members to focus their attention on issues common to many of the funds overseen by the New Boards and to act to resolve these issues in a shorter time frame; (ii) realigning the Boards into three New Boards may reduce certain fund expenses, such as costs associated with holding Board meetings, committee meetings and, to the extent necessary, shareholder meetings; (iii) reducing the administrative costs and burden on fund management that are inherent in reporting to seven Boards may allow fund management to devote more time and resources to providing other services to the funds in the Fund complex, including to facilitate management’s high level planning and strategic initiatives for the entire Fund complex; (iv) having fewer Boards will facilitate more effective communication between fund management and the New Boards; (v) a smaller number of Boards may result in more efficient and effective presentations at New Board meetings; and (vi) a smaller number of Boards may benefit the funds and their shareholders by enhancing the effectiveness of New Board oversight of the funds, their management and their other service providers and may facilitate more uniform oversight of the funds in the Fund complex. 2.Approve Change in Investment Objective (Master Bond Portfolio and BlackRock Bond Fund only). As described in the enclosed joint proxy statement, shareholders of Master Bond Portfolio and BlackRock Bond Fund are being asked to approve a change in each such Fund’s investment objective from: to seek, as a primary objective, to provide shareholders with as high a level of current income as is consistent with the investment policies and, as a secondary objective, to seek capital appreciation when consistent with its primary objective, to: to realize a total return that exceeds that of the Lehman Brothers U.S. Aggregate Index. The Lehman Brothers U.S. Aggregate Index is currently each Fund’s benchmark index and is a widely recognized unmanaged market-weighted index. The investment objective of each Fund will remain a fundamental policy that may be changed only by shareholder vote. If the amended investment objective is approved by shareholders, BlackRock Bond Fund will change its name to “BlackRock Total Return Fund.” Since total return is a combination of current income and capital appreciation, the change in investment objective is not expected to materially change the manner in which either BlackRock Bond Fund or Master Bond Portfolio is currently managed. Also, the principal risks of investing in BlackRock Bond Fund and Master Bond Portfolio will not be changed in any material respect by this change in investment objective. The change in investment objective, however, may provide the portfolio management team with greater flexibility in managing the portfolio. BlackRock Bond Fund is organized in a “master/feeder” structure and is a feeder fund that invests all of its assets in Master Bond Portfolio, a series of Master Bond LLC, that has the same investment objective and strategies as BlackRock Bond Fund. The shareholders of BlackRock Bond Fund will also be asked to vote on the proposal to approve changing the investment objective of Master Bond Portfolio. Please note that separate joint proxy statements are being sent to the shareholders of BlackRock Liquidity Funds and to the shareholders of the closed-end funds in the Fund complex, who are being asked to vote on the Board consolidation discussed above. Also, shareholders of certain open-end funds are being asked to consider reorganizations involving their funds. Separate proxy materials relating to those proposed fund reorganizations have been, or will be, sent to shareholders of these funds. If you are a shareholder of a Fund organized in a “master/feeder” structure, you will be asked to vote in connection with matters applicable to your feeder Fund’s respective master Fund (noted inAppendix A).
The Board Members responsible for your Fund recommend that you vote “FOR” the proposal(s) with respect to your Fund. However, before you vote, please read the full text of the joint proxy statement for an explanation of each proposal. Your vote is important. Even if you plan to attend and vote in person at the Meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or over the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card you receive, and if received by mail, returning it in the accompanying postage-paid return envelope. If you have any questions about the proposals to be voted on, please call Broadridge Financial Solutions, Inc. at 1-888-684-2440. Sincerely, Brian P. Kindelan Secretary of certain Funds and Alice A. Pellegrino Secretary of certain Funds
IMPORTANT NEWS
FOR FUND SHAREHOLDERS While we encourage you to read the full text of the enclosed Joint Proxy Statement,joint proxy statement, for your convenience we have provided a brief overview of the matters to be voted on. QUESTIONS AND ANSWERSQuestions and Answers
Q:Q. | | Why am I receiving the joint proxy statement? |
| A. | | The purpose of the Meeting is to seek shareholder approval of proposals recently approved by your fund’s board of directors or trustees (each, an “Existing Board” and collectively, the “Existing Boards,” the members of which are referred to as “Board Members”). As a shareholder of one or more of the funds (each, a “Fund” and collectively, the “Funds”) advised by BlackRock Advisors, LLC, BlackRock Institutional Management Corporation or BlackRock Financial Management, Inc. (collectively, “BlackRock Advisors”), each a wholly owned subsidiary of BlackRock, Inc. (“BlackRock”), you are being asked to elect director or trustee nominees of your Fund and, in certain cases, to approve a change to your Fund’s investment objective. (The funds currently advised by BlackRock Advisors are referred to as the “Fund complex” and all of the boards of directors or trustees of the funds in the Fund complex, including the Existing Boards, are referred to collectively as the “Boards.”) The table beginning on page 16 of the joint proxy statement identifies the nominees that Fund shareholders are being asked to approve. The enclosed proxy card(s) indicate the Fund(s) in which you hold shares and the proposal(s) on which you are being asked to vote. |
| Q. | | Why am I being asked to elect Nominees? |
| A. | | On September 29, 2006, BlackRock consummated a transaction (the “Transaction”) with Merrill Lynch & Co., Inc. whereby Merrill Lynch & Co., Inc.’s investment management business, including Merrill Lynch Investment Managers, L.P. and certain affiliates (“MLIM”), combined with that of BlackRock to create a new independent company that is one of the world’s largest asset management firms with approximately $1.154 trillion in assets under management as of March 31, 2007. The Transaction resulted in BlackRock having seven Boards that oversee nearly 300 funds. BlackRock and each Board believe that realigning and consolidating the seven Boards into three new boards (each, a “New Board”) would enable the New Boards to focus more attention on issues of particular relevance to the types of funds they oversee and to streamline and enhance the effectiveness of New Board oversight of the funds in the Fund complex. |
These proposals cannot be effected without shareholder approval. Your Fund’s Existing Board has approved the proposals you are being asked to vote on, believes they are in shareholders’ best interests, and recommends that you approve them. | Q. | | What am I being asked to approvevote “FOR” in thisthe joint proxy statement? |
A:A. | | YouShareholders are being asked to voteelect director or trustee nominees, as described in favorProposals 1(a) and 1(b). Currently, seven different Boards oversee the open-end and closed-end funds in the Fund complex. It is proposed that the Boards be realigned and consolidated so that the open-end funds are overseen by just two New Boards (one New Board would oversee certain equity funds, all fixed-income funds and all funds designed for sale through insurance company separate accounts, and the other New Board would oversee certain other equity funds and all money market funds). It is also proposed that a third New Board would oversee the closed-end funds. The proposals for BlackRock Liquidity Funds and the closed-end funds are covered in separate proxy statements. Each Existing Board has reviewed the qualifications and backgrounds of proposals:the nominees and believes that they are experienced in overseeing investment companies and are familiar with the Fund complex and |
| | 1. | | To approve a new investment advisory agreement between your Fund and BlackRock Advisors, Inc. (“BlackRock Advisors”). This new investment advisory agreement will take effect when the transaction (the “Transaction”) to combine Merrill Lynch Investment Managers, L.P. and certain affiliates (“MLIM”) with BlackRock Inc. to form a new asset management company is complete. Until that time, it is expected that your Fund’s current investment adviser will continue to manage your Fund. |
| 2. | | For shareholdersAdvisors. As discussed in more detail on page 13 of each of Marsico Growth FDP Fund, MFS Research International FDP Fund, Franklin Templeton Total Return FDP Fund and Van Kampen Value FDP Fund of FDP Series, Inc. to approve new subadvisory agreements with the current subadvisers. |
| 3. | | For shareholders of all Funds other than FDP Series, Inc., to approve a contingent subadvisory agreement between your Fund’s investment adviser and BlackRock Advisors. Except for Merrill Lynch Master Small Cap Growth for which information is provided in thisenclosed joint proxy statement, the contingent subadvisory agreement will only take effect upon recommendation from your Fund’s current investment adviserBoard Members and uponBlackRock believe that: (i) a single New Board overseeing funds of a specific type may enhance that New Board’s efficiency by enabling Board Members to focus their attention on issues common to many of the subsequent approval of your Fund’sfunds overseen by the New Boards and to act to resolve these issues in a shorter time frame; (ii) realigning the Boards into three New Boards may reduce certain fund expenses, such as costs associated with holding Board of Directors/Trustees. It would be putmeetings, committee meetings and, to the extent necessary, shareholder meetings; (iii) reducing the administrative costs and burden on fund management that are inherent in placereporting to ensure that portfolioseven Boards may allow fund management to devote more time and resources to providing other services can continue duringto the course of completing the Transaction. |
| 4. | | For shareholders of each of Merrill Lynch Healthcare Fund, Inc. and Merrill Lynch Natural Resources Trust to approve a proposed changefunds in the fundamental investment restriction relatingFund complex, including to such Fund’s industry concentration.facilitate management’s high level planning and strategic initiatives for the entire Fund complex; (iv) having fewer Boards will facilitate more effective communication between fund management and the New Boards; (v) a smaller number of Boards may result in more efficient and effective presentations at New Board meetings; and (vi) a smaller number of Boards may benefit the funds and their shareholders by enhancing the effectiveness of New Board oversight of the funds, their management and their other service providers and may facilitate more uniform oversight of the funds in the Fund complex. |
Shareholders of Master Bond Portfolio and BlackRock Bond Fund also are being asked to approve a change to each Fund’s investment objective to: to realize a total return that exceeds that of the Lehman Brothers U.S. Aggregate Index. Q:Q. | | WhyAs a shareholder of BlackRock Bond Fund and/or Master Bond Portfolio, why am I being asked to vote onapprove a newchange in my Fund’s investment advisory agreement, a contingent subadvisory agreement and, for FDP Series, Inc., new subadvisory agreements?objective? |
A:A. | | Merrill Lynch & Co., Inc. (“ML & Co.”) isShareholders are being asked to approve a change in the parent companyinvestment objective of BlackRock Bond Fund and Master Bond Portfolio in connection with a proposed tax-free reorganization in which BlackRock Bond Fund will acquire all of the Funds’ investment advisersassets of BlackRock Total Return Portfolio (“Total Return”), a portfolio of BlackRock Funds II, in exchange for shares of common stock of BlackRock Bond Fund and the assumption by BlackRock Bond Fund of certain stated liabilities of Total Return (the “Reorganization”). As is currently the case with BlackRock Bond Fund, the combined fund will continue to invest all of its assets in Master Bond Portfolio as a feeder fund in a master/feeder structure. After completion of the Funds’ subadvisers. ML & Co. has entered into an agreement to combine its investment management business, which includes the business of the Funds’ investment advisers and certain of the Funds’ subadvisers, with BlackRock, Inc., to form a new asset management company. As a result of the Transaction, ML & Co.Reorganization, Master Bond Portfolio is expected to be managed by the portfolio management team that includes members who have an ownership interest (including a voting interest)managed Total Return during its entire operating history and in the combined company. The Transaction will result in an assignment of the Funds’ investment advisory agreements, and, for the FDP Series, Inc., the subadvisory agreements, and thereby cause such agreements to terminate. The closing of the Transaction, whichsame manner as Total Return is currently expectedmanaged. Shareholders of BlackRock Bond Fund and Master Bond Portfolio are not required, and are not being asked, to take placevote on the Reorganization. If shareholders do not approve this change in investment objective, the third quarter of 2006, is subject, among other things, to approval ofReorganization will not be consummated as contemplated, and the proposed new investment advisory arrangements by a sufficient number of the funds and client accounts managed by MLIM such that annualized revenues generated from such investment advisory arrangements are maintained at a level at least equal to 75% of such annualized revenues measured as of December 31, 2005. Your Fund’s Board of Directors/Trustees has approved, and recommends that you approve, the new investment advisory agreement and, for the FDP Series, Inc., the new subadvisory agreements. In addition, for shareholders of all Funds other than FDP Series, Inc., your Fund’s Board of Directors/Trustees has approved, and recommends that you approve, a contingent subadvisory agreement for the Fund, which will serve to ensure, to the extent deemed necessary by your Fund’s Board of Directors/Trustees, that portfolio management services can continue during the course of completing the Transaction. |
Q: | | How does the proposed new investment advisory agreement differ from my Fund’s existing agreement? |
A: | | Other than the identity of the investment adviser, each Fund’s new investment advisory agreement is similar in all material respects to its existing investment advisory agreement. |
Q: | | Will the total fees payable under my current investment advisory agreement increase? |
A: | | No. The total fees payable under the new investment advisory agreement, including waivers and expense reimbursements, will be no higher than the fees under your current investment advisory agreement. Any fees payable under the new FDP Series, Inc. subadvisory agreements and any contingent subadvisory agreement will be paid solely by your Fund’s adviser at no additional cost to you or your Fund. For those Funds currently operating under separate investment advisory and administration agreements, both functions will continue to operate independentlybe managed separately and the fees payable under both agreements will remain the same.in accordance with their stated investment objective and policies. |
The investment objective of Master Bond Portfolio and BlackRock Bond Fund will remain a fundamental policy that may be changed only by shareholder vote. The investment objective of Total Return is to realize a total return that exceeds that of the Lehman Brothers U.S. Aggregate Index. The investment objective of Master Bond Portfolio and BlackRock Bond Fund is to seek, as a primary objective, to provide shareholders with as high a level of current income as is consistent with the investment policies and, as a secondary objective, to seek capital appreciation when consistent with its primary objective. Also, the principal risks of investing in BlackRock Bond Fund and Master Bond Portfolio will not be changed in any material respect by this change in investment objective. The change in investment objective, however, may provide the portfolio management team with greater flexibility in managing the portfolio. BlackRock Bond Fund is organized in a “master/feeder” structure and is a feeder fund that invests all of its assets in the Master Bond Portfolio, a series of Master Bond LLC. Master Bond Portfolio has the same investment objective and strategies as BlackRock Bond Fund. The shareholders of BlackRock Bond Fund will also vote on the proposal to approve changing the investment objective of Master Bond Portfolio.
This proposal cannot be effected without shareholder approval. Your Fund’s Existing Board has approved the proposal you are being asked to vote on, believes it is in shareholders’ best interest, and recommends that you approve it. Q: | | How do the Board members suggest I vote in connection with the matters to be considered at the meeting? |
A: | | After careful consideration, the Board of your Fund recommends that you vote on the proposals relevant to your Fund being presented to shareholders at the meeting as follows: |
FOR approval of the new investment advisory agreements;
FOR approval of the contingent subadvisory agreements;
FOR approval of the new FDP Series, Inc. subadvisory agreements;
FOR changing the fundamental investment restriction regarding industry concentration of Merrill Lynch Healthcare Fund;
FOR changing the fundamental investment restriction regarding industry concentration of Merrill Lynch Natural Resources Trust; and
AGAINST the shareholder proposal recommending divestiture of stock of Freeport McMoRan Copper & Gold, Inc.
Q:Q. | | Will my vote make a difference? |
A:A. | | Your vote is needed tovery important and can make a difference in the governance and management of the Funds, no matter how many shares you own. Your vote can help ensure that a quorum is present at the meetings and that sufficient votes are cast so thatproposal(s) recommended by the proposalsExisting Boards can be acted upon.implemented. We encourage all shareholders to participate in the governance of their Fund.Funds. |
Q:Q. | | Am I being asked to approve a reorganization of my fund with another fund? |
| A. | | Not as part of the joint proxy statement; however, as part of the board consolidation initiative discussed above, shareholders of a number of open-end funds are being asked to consider a reorganization of their fund with another fund. If this type of reorganization is proposed for your open-end fund, you will receive (or may have already received) a separate combined proxy statement/prospectus to consider and vote on that proposal. |
| Q. | | Are the Funds paying for preparation, printing and mailing of this proxy?the joint proxy statement? |
A:A. | | No, allThe costs associated with the joint proxy statement, including the mailing and the proxy solicitation costs, will be shared equally between BlackRock and the Funds. Additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of the joint proxy statement, also will be shared equally between BlackRock and the Funds. Costs that are borne by ML & Co. whetherthe Funds collectively will be allocated among the Funds on the basis of a combination of their respective net assets and number of shareholder accounts, except when direct costs can reasonably be attributed to one or notmore specific Funds. The Funds and BlackRock have retained Broadridge Financial Solutions, Inc. (“Broadridge”), 51 Mercedes Way, Edgewood, New York 11717, a proxy solicitation firm, to assist in the proposals are successful.solicitation of proxies. It is anticipated that Broadridge will be paid approximately $4,749,062 for such solicitation services (including reimbursements of out-of-pocket expenses), to be shared equally by BlackRock and the Funds. |
Q:Q. | | Whom do I call if I have questions? |
A:A. | | If you need any assistance,more information, or have any questions regarding the proposals or how to vote your shares,about voting, please call Computershare Fund ServicesBroadridge, the Funds’ proxy solicitor, at 1-800-645-4519.1-888-684-2440. |
Q:Q. | | How do I vote my shares? |
A:A. | | You can vote your shares by attending the meeting, or if you do not expect to attend, by completing and signing each enclosed proxy card and mailing it in the enclosed postage-paid envelope. Alternatively, you may voteprovide voting instructions by telephone by calling the toll-free number on the voting instruction formproxy card(s) or by computer by going to the Internet address provided on the Notice of Internet Availability of Proxy Materials or proxy cardcard(s) and following the instructions. Alternatively, if you received your proxy card(s) by mail, you can vote your shares by signing and dating the proxy card(s) and mailing it in the enclosed postage-paid envelope. You may also attend the Meeting and vote in person; however, even if you intend to do so, we encourage you to provide voting instructions using your voting instruction form as a guide. |
It is important that you vote promptly.
MASTER BASIC VALUE TRUST | CMA Florida Municipal Money Fund | MERRILL LYNCH BASIC VALUE FUND, INC. | CMA Massachusetts Municipal Money Fund | MERCURY BASIC VALUE FUND, INC. | CMA Michigan Municipal Money Fund | MASTER VALUE OPPORTUNITIES TRUST | CMA New Jersey Municipal Money Fund | MERRILL LYNCH VALUE OPPORTUNITIES FUND, INC. | CMA New York Municipal Money Fund | MERRILL LYNCH STRATEGY SERIES, INC. (3 series) | CMA North Carolina Municipal Money Fund | Merrill Lynch Strategy Growth and Income Fund | CMA Ohio Municipal Money Fund | Merrill Lynch Strategy Long-Term Growth Fund | CMA Pennsylvania Municipal Money Fund | Merrill Lynch Strategy All-Equity Fund | MASTER SENIOR FLOATING RATE TRUST | MERRILL LYNCH BALANCED CAPITAL FUND, INC. | MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. | MERRILL LYNCH DISCIPLINED EQUITY FUND, INC. | MERRILL LYNCH SENIOR FLOATING RATE FUND II, INC. | MERRILL LYNCH GLOBAL GROWTH FUND, INC. | GLOBAL FINANCIAL SERVICES MASTER TRUST | MERRILL LYNCH NATURAL RESOURCES TRUST | MERRILL LYNCH GLOBAL FINANCIAL SERVICES FUND, INC. | MERRILL LYNCH READY ASSETS TRUST | MASTER U.S. HIGH YIELD TRUST | FAM SERIES FUND, INC. (14 series) | MERRILL LYNCH U.S. HIGH YIELD FUND, INC. | Mercury Balanced Capital Strategy Portfolio | MERRILL LYNCH EQUITY DIVIDEND FUND | Mercury Large Cap Core Strategy Portfolio | MASTER BOND TRUST | Mercury Core Bond Strategy Portfolio | Master Core Bond Portfolio | Mercury Global Allocation Strategy Portfolio | MERRILL LYNCH BOND FUND, INC. (3 series) | Mercury Fundamental Growth Strategy Portfolio | Core Bond Portfolio | Mercury High Yield Portfolio | Intermediate Term Portfolio | Mercury Intermediate Government Bond Portfolio | High Income Portfolio | Mercury Money Reserve Portfolio | MERRILL LYNCH DEVELOPING CAPITAL MARKETS FUND, INC. | Mercury Low Duration Portfolio | MERRILL LYNCH EUROFUND | Mercury Global SmallCap Portfolio | MERRILL LYNCH GLOBAL ALLOCATION FUND, INC. | Mercury Equity Dividend Portfolio | MERRILL LYNCH GLOBAL EQUITY OPPORTUNITIES FUND | Mercury Mid Cap Value Opportunities Portfolio | MERRILL LYNCH GLOBAL SMALLCAP FUND, INC. | Mercury Small Cap Index Portfolio | MERRILL LYNCH GLOBAL TECHNOLOGY FUND, INC. | Mercury International Index Portfolio | MERRILL LYNCH GLOBAL VALUE FUND, INC. | MERRILL LYNCH USA GOVERNMENT RESERVES | MERRILL LYNCH HEALTHCARE FUND, INC. | QUANTITATIVE MASTER SERIES TRUST (9 series) | MERRILL LYNCH LATIN AMERICA FUND, INC. | Master Aggregate Bond Index Series | MERRILL LYNCH MUNICIPAL BOND FUND, INC. (3 series) | Master Enhanced International Series | National Portfolio | Master Enhanced S&P 500 Series | Insured Portfolio | Master Enhanced Small Cap Series | Short-Term Portfolio | Master Extended Market Index Series | MERRILL LYNCH MUNICIPAL SERIES TRUST | Master International Index Series | Merrill Lynch Municipal Intermediate Term Fund | Master S&P 500 Index Series | MERRILL LYNCH PACIFIC FUND, INC. | Master Small Cap Index Series | MERRILL LYNCH UTILITIES AND TELECOMMUNICATIONS FUND, INC. | Master Mid Cap Index Series | MERRILL LYNCH FINANCIAL INSTITUTIONS SERIES TRUST | MERRILL LYNCH U.S. TREASURY MONEY FUND | Summit Cash Reserves Fund | MERRILL LYNCH INDEX FUNDS, INC. (4 series) | MASTER FOCUS TWENTY TRUST | Merrill Lynch Aggregate Bond Index Fund | MERRILL LYNCH FOCUS TWENTY FUND, INC. | Merrill Lynch International Index Fund | MASTER LARGE CAP SERIES TRUST (3 series) | Merrill Lynch S&P 500 Index Fund | Master Large Cap Growth Portfolio | Merrill Lynch Small Cap Index Fund | Master Large Cap Value Portfolio | MASTER MONEY TRUST | Master Large Cap Core Portfolio | CMA MONEY FUND | MERRILL LYNCH LARGE CAP SERIES FUNDS, INC. (3 series) | WCMA MONEY FUND | Merrill Lynch Large Cap Growth Fund | MASTER GOVERNMENT SECURITIES TRUST | Merrill Lynch Large Cap Value Fund | CMA GOVERNMENT SECURITIES FUND | Merrill Lynch Large Cap Core Fund | WCMA GOVERNMENT SECURITIES FUND | MERRILL LYNCH CALIFORNIA MUNICIPAL SERIES TRUST | MASTER TAX-EXEMPT TRUST | Merrill Lynch California Insured Municipal Bond Fund | CMA TAX-EXEMPT FUND | MERRILL LYNCH FOCUS VALUE FUND, INC. | WCMA TAX-EXEMPT FUND | MERRILL LYNCH FUNDAMENTAL GROWTH FUND, INC. | MASTER TREASURY TRUST | MERRILL LYNCH MULTI-STATE MUNICIPAL SERIES TRUST | CMA TREASURY FUND | (4 series) | WCMA TREASURY FUND | Merrill Lynch Florida Municipal Bond Fund | CMA MULTI-STATE MUNICIPAL SERIES TRUST (11 series) | Merrill Lynch New Jersey Municipal Bond Fund | CMA Arizona Municipal Money Fund | Merrill Lynch New York Municipal Bond Fund | CMA California Municipal Money Fund | Merrill Lynch Pennsylvania Municipal Bond Fund | CMA Connecticut Municipal Money Fund | |
MERRILL LYNCH RETIREMENT SERIES TRUST | Merrill Lynch International Value Fund | Merrill Lynch Retirement Reserves Money Fund | MERCURY MASTER TRUST (2 series) | MERRILL LYNCH U.S. GOVERNMENT FUND | Merrill Lynch Master Small Cap Growth Portfolio | MERRILL LYNCH SHORT-TERM U.S. GOVERNMENT FUND, INC. | Merrill Lynch Master International Portfolio | FAM VARIABLE SERIES FUNDS, INC. (16 series) | MERCURY FUNDS, INC. (2 series) | Mercury American Balanced V.I. Fund | Merrill Lynch Small Cap Growth Fund | Mercury Basic Value V.I. Fund | Merrill Lynch International Fund | Mercury Core Bond V.I. Fund | MASTER REAL INVESTMENT TRUST | Mercury Domestic Money Market V.I. Fund | MERRILL LYNCH REAL INVESTMENT FUND | Mercury Fundamental Growth V.I. Fund | MASTER INFLATION PROTECTED TRUST | Mercury Global Growth V.I. Fund | MERRILL LYNCH INFLATION PROTECTED FUND | Mercury Global Allocation V.I. Fund | FDP SERIES, INC. (4 series) | Mercury Government Bond V.I. Fund | Marsico Growth FDP Fund | Mercury High Current Income V.I. Fund | MFS Research International FDP Fund | Mercury Index 500 V.I. Fund | Franklin Templeton Total Return FDP Fund | Mercury Large Cap Core V.I. Fund | Van Kampen Value FDP Fund | Mercury Large Cap Growth V.I. Fund | MULTI-STRATEGY HEDGE ADVANTAGE | Mercury Large Cap Value V.I. Fund | MULTI-STRATEGY HEDGE OPPORTUNITIES, LLC | Mercury Value Opportunities V.I. Fund | MASTER INSTITUTIONAL MONEY MARKET TRUST (5 series) | Mercury Utilities and Telecommunications V.I. Fund | Master Premier Institutional Fund | Mercury International Value V.I. Fund | Master Institutional Fund | MERRILL LYNCH WORLD INCOME FUND, INC. | Master Institutional Tax-Exempt Fund | MANAGED ACCOUNT SERIES (4 series) | Master Government Fund | Mid Cap Value Opportunities Portfolio | Master Treasury Fund | High Income Portfolio | MERRILL LYNCH FUNDS FOR INSTITUTIONS SERIES (5 series) | U.S. Mortgage Portfolio | Merrill Lynch Premier Institutional Fund | Global SmallCap Portfolio | Merrill Lynch Institutional Fund | THE ASSET PROGRAM, INC. | Merrill Lynch Institutional Tax-Exempt Fund | Merrill Lynch Mid Cap Value Opportunities Fund | Merrill Lynch Treasury Fund | FUND ASSET MANAGEMENT MASTER TRUST | Merrill Lynch Government Fund | Low Duration Master Portfolio | MERRILL LYNCH PRINCIPAL PROTECTED TRUST (3 series) | MERRILL LYNCH INVESTMENT MANAGERS FUNDS, INC. | Merrill Lynch Basic Value Principal Protected Fund | Merrill Lynch Low Duration Fund | Merrill Lynch Fundamental Growth Principal Protected Fund | MERCURY FUNDS II | Merrill Lynch Core Principal Protected Fundby one of the methods discussed above. |
P.O. Box 9011
Princeton, New Jersey 08543-9011Please votenow. Your vote is important.
To avoid the wasteful and unnecessary expense of further solicitation, we urgeyou to indicate your voting instructions on the proxy card, if received by mail, date and sign it and return it promptly in the envelope provided, or record your voting instructions by telephone or via the Internet, no matter how large or small your holdings may be. If your shares are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares as you instruct at the Meeting.
BLACKROCK-ADVISED FUNDS 100 Bellevue Parkway Wilmington, Delaware 19809 (800) 441-7762 NOTICE OF SPECIALA MEETING OF SHAREHOLDERS TO BE HELD JULY 31, 2006 OR AUGUST 15, 2006To Be Held on August 23, 2007 or
To the Shareholders:on September 7, 2007
NOTICE IS HEREBY GIVEN thatA meeting (each, a special meeting“Meeting”) of the shareholders of each Fund listed abovethe funds identified below (each, a “Fund”) will be held at the offices of Merrill Lynch Investment Managers, L.P.BlackRock, Inc., 800 Scudders Mill Road, Plainsboro,Park Avenue Plaza, 55 East 52nd Street, 11th Floor, New Jersey 08536,York, New York 10022, on Monday, July 31, 2006,Thursday, August 23, 2007 at 1:00 p.m. (Eastern time), or Tuesday, August 15, 2006on Friday, September 7, 2007 at 3:00 p.m. (Eastern time) (seeAppendix Aof the enclosed joint proxy statementJoint Proxy Statement for the date of eachyour Fund’s meeting)Meeting), at 9:00 a.m. (Eastern time), forto consider and vote on the following purposes:proposals, as more fully described in the accompanying Joint Proxy Statement:
ITEM 1. | | | | PROPOSAL 1(a). | | To approve a new Investment Advisory Agreement for each Fund.Elect Nominees of the Group A Funds.(To be voted on by shareholders of the Group A Funds identified in the table beginning on page 3 of the Joint Proxy Statement.) |
ITEM | | | PROPOSAL 1(b). | | To Elect Nominees of the Group B Funds.(To be voted on by shareholders of the Group B Funds identified in the table beginning on page 3 of the Joint Proxy Statement.) | | | | PROPOSAL 2. | | For shareholders of each series of FDP Series, Inc., only:To approveApprove a new Subadvisory Agreement for each of the series of FDP Series, Inc. listed below:
Marsico Growth FDP Fund
MFS Research International FDP Fund
Franklin Templeton Total Return FDP Fund
Van Kampen Value FDP Fund |
ITEM 3. | | To approve a Contingent Subadvisory Agreement for each Fund other than FDP Series, Inc. |
ITEM 4. | | For shareholders of Merrill Lynch Healthcare Fund, Inc., only:To approve a proposed change in the fundamental investment restriction relating to industry concentrationobjective of Merrill Lynch Healthcareeach of BlackRock Bond Fund Inc. |
ITEM 5. | | Forand Master Bond Portfolio.(To be voted on by shareholders of Merrill Lynch Natural Resources Trust only:To approve a proposed change in the fundamental investment restriction relating to industry concentration of Merrill Lynch Natural Resources Trust.BlackRock Bond Fund and Master Bond Portfolio.) |
ITEM 6. | | For shareholders of Merrill Lynch Global Allocation Fund, Inc., only:To consider a shareholder proposal recommending divestiture of holdings in Freeport McMoRan Copper & Gold, Inc. stock. |
ITEM 7.PROPOSAL 3. | | To transact such other business as may properly come before the meetingMeeting and any adjournments or postponements thereof. |
The shareholders of each feeder Fund noted in Appendix A to the enclosed joint proxy statement will also vote in connection with matters applicable to their respective master trust. Your Directors/Trustees recommendBoard recommends that you vote FOR each of items 1, 2, 3, 4 and 5 as may be applicable“FOR” the Proposal(s) upon which you are being asked to your Fund. The Directors of ML Global Allocation recommend that you vote AGAINST item 6.vote. Shareholders of record as of the close of business on June 2, 200625, 2007 are entitled to vote at the meetingMeetings and at any adjournments or postponements thereof. If you own shares in more than one Fund as of June 2, 2006,25, 2007, you may receive more than one proxy card.Please be certain to votesign, date and return each proxy card you receive. By order of the Boards of Directors/Trustees, Brian P. Kindelan Secretary of certain Funds and Alice A. Pellegrino Secretary of certain Funds July 2, 2007 Funds Holding Meetings of Shareholders Group A Funds (certain equity Funds, all fixed-income Funds in the Fund complex and all Funds in the Fund complex designed for sale through insurance company separate accounts): BlackRock Bond Allocation Target Shares Series C Portfolio Series M Portfolio Series S Portfolio BlackRock Value Opportunities Fund, Inc. BlackRock Basic Value Fund, Inc. BlackRock Natural Resources Trust BlackRock Global Growth Fund, Inc. BlackRock Balanced Capital Fund, Inc. BlackRock Global SmallCap Fund, Inc. BlackRock Bond Fund, Inc. BlackRock Bond Fund BlackRock High Income Fund BlackRock Municipal Bond Fund, Inc. BlackRock Municipal Insured Fund BlackRock National Municipal Fund BlackRock Short-Term Municipal Fund BlackRock High Yield Municipal Fund BlackRock Equity Dividend Fund BlackRock Global Allocation Fund, Inc. BlackRock EuroFund BlackRock Municipal Series Trust BlackRock Intermediate Municipal Fund BlackRock Global Dynamic Equity Fund BlackRock Utilities and Telecommunications Fund, Inc. BlackRock Mid Cap Value Opportunities Series, Inc. BlackRock Mid Cap Value Opportunities Fund Managed Account Series High Income Portfolio US Mortgage Portfolio Global SmallCap Portfolio Mid Cap Value Opportunities Portfolio BlackRock Variable Series Funds, Inc. BlackRock Balanced Capital V.I. Fund BlackRock Basic Value V.I. Fund BlackRock Bond V.I. Fund BlackRock Fundamental Growth V.I. Fund BlackRock Global Growth V.I. Fund BlackRock S&P 500 Index V.I. Fund BlackRock Large Cap Core V.I. Fund BlackRock Large Cap Growth V.I. Fund BlackRock Large Cap Value V.I. Fund BlackRock Global Allocation V.I. Fund BlackRock Utilities and Telecommunications V.I. Fund BlackRock Value Opportunities V.I. Fund BlackRock International Value V.I. Fund BlackRock Government Income V.I. Fund BlackRock High Income V.I. Fund BlackRock Money Market V.I. Fund BlackRock Funds II Total Return Portfolio Total Return Portfolio II Delaware Municipal Bond Portfolio Enhanced Income Portfolio AMT-Free Municipal Bond Portfolio GNMA Portfolio Government Income Portfolio High Yield Bond Portfolio Intermediate Bond Portfolio II Prepared Portfolio 2010 Prepared Portfolio 2015 Prepared Portfolio 2020 Prepared Portfolio 2025 Prepared Portfolio 2030 Prepared Portfolio 2035 Prepared Portfolio 2040 Prepared Portfolio 2045 Prepared Portfolio 2050 Intermediate Government Bond Portfolio International Bond Portfolio Inflation Protected Bond Portfolio Kentucky Municipal Bond Portfolio Low Duration Bond Portfolio Managed Income Portfolio Ohio Municipal Bond Portfolio BlackRock Strategic Portfolio I Conservative Prepared Portfolio Moderate Prepared Portfolio Growth Prepared Portfolio Aggressive Growth Prepared Portfolio BlackRock Short Term Bond Series, Inc. BlackRock Short Term Bond Fund BlackRock Focus Value Fund, Inc. BlackRock Multi-State Municipal Series Trust BlackRock Florida Municipal Bond Fund BlackRock New Jersey Municipal Bond Fund BlackRock New York Municipal Bond Fund BlackRock Pennsylvania Municipal Bond Fund BlackRock Fundamental Growth Fund, Inc. BlackRock California Municipal Series Trust BlackRock California Insured Municipal Bond Fund BlackRock Focus Twenty Fund, Inc. BlackRock World Income Fund, Inc. BlackRock International Value Trust BlackRock International Value Fund Master Value Opportunities LLC Master Basic Value LLC Master Focus Twenty LLC FDP Series, Inc. Franklin Templeton Total Return FDP Fund Marsico Growth FDP Fund MFS Research International FDP Fund Van Kampen Value FDP Fund BlackRock Commodity Strategies Fund The GNMA Fund Investment Accumulation Program, Inc. BlackRock Principal Protected Trust BlackRock Fundamental Growth Principal Protected Fund BlackRock Basic Value Principal Protected Fund BlackRock Core Principal Protected Fund Short-Term Bond Master LLC Short-Term Bond Master Portfolio Master Commodity Strategies LLC Master Bond LLC Master Bond Portfolio BlackRock Series Fund, Inc. BlackRock Balanced Capital Portfolio BlackRock Bond Portfolio BlackRock Fundamental Growth Portfolio BlackRock Global Allocation Portfolio BlackRock Government Income Portfolio BlackRock High Income Portfolio BlackRock Money Market Portfolio BlackRock Large Cap Core Portfolio Group B Funds (certain equity Funds and certain money market Funds in the Fund complex): BlackRock FundsSM Asset Allocation Portfolio All-Cap Global Resources Portfolio Aurora Portfolio Investment Trust Exchange Portfolio Global Opportunities Portfolio Global Resources Portfolio Global Science & Technology Opportunities Portfolio Health Sciences Opportunities Portfolio International Opportunities Portfolio Capital Appreciation Portfolio Mid-Cap Growth Equity Portfolio Mid-Cap Value Equity Portfolio Small Cap Growth Equity Portfolio Small Cap Core Equity Portfolio Small Cap Value Equity Portfolio Small/Mid-Cap Growth Portfolio U.S. Opportunities Portfolio Index Equity Portfolio Money Market Portfolio Municipal Money Market Portfolio U.S. Treasury Money Market Portfolio North Carolina Municipal Money Market Portfolio New Jersey Municipal Money Market Portfolio Ohio Municipal Money Market Portfolio Pennsylvania Municipal Money Market Portfolio Virginia Municipal Money Market Portfolio It is very important that your voting instructions be received prior to the meeting date.Instructions for shares held of record in the name of a nominee such as a broker-dealer or trustee of an employee benefit plan, may be subject to earlier cut-off dates established by such intermediaries for receipt of such instructions.Merrill Lynch U.S.A. Government Reserves
You are cordially invited to attend any meeting at which you may vote shares.BlackRock Series, Inc.
BlackRock International Fund BlackRock Small Cap Growth Fund II BlackRock Financial Institution Series Trust BlackRock Summit Cash Reserves Fund Merrill Lynch U.S. Treasury Money Fund BlackRock Index Funds, Inc. BlackRock International Index Fund BlackRock S&P 500 Index Fund BlackRock Small Cap Index Fund Merrill Lynch Ready Assets Trust BlackRock Healthcare Fund, Inc. BlackRock Global Technology Fund, Inc. CMA Money Fund CMA Government Securities Fund CMA Tax-Exempt Fund CMA Treasury Fund WCMA Government Securities Fund WCMA Money Fund WCMA Tax-Exempt Fund WCMA Treasury Fund BlackRock Developing Capital Markets Fund, Inc. BlackRock Latin America Fund, Inc. BlackRock Pacific Fund, Inc. BlackRock Global Financial Services Fund, Inc. BlackRock Large Cap Series Funds, Inc. BlackRock Large Cap Core Fund BlackRock Large Cap Growth Fund BlackRock Large Cap Value Fund Merrill Lynch Retirement Series Trust Merrill Lynch Retirement Reserves Money Fund Merrill Lynch Funds For Institutions Series Merrill Lynch Government Fund Merrill Lynch Treasury Fund Merrill Lynch Institutional Fund Merrill Lynch Premier Institutional Fund Merrill Lynch Institutional Tax-Exempt Fund Global Financial Services Master LLC Master Large Cap Series LLC Master Large Cap Core Portfolio Master Large Cap Growth Portfolio Master Large Cap Value Portfolio CMA Multi-State Municipal Series Trust CMA Arizona Municipal Money Fund CMA California Municipal Money Fund CMA Connecticut Municipal Money Fund CMA Florida Municipal Money Fund CMA Massachusetts Municipal Money Fund CMA Michigan Municipal Money Fund CMA New Jersey Municipal Money Fund CMA New York Municipal Money Fund CMA North Carolina Municipal Money Fund CMA Ohio Municipal Money Fund CMA Pennsylvania Municipal Money Fund Quantitative Master Series LLC Master Enhanced Small Cap Series Master Core Bond Enhanced Index Series Master Enhanced International Series Master Enhanced S&P 500 Series Master Extended Market Index Series Master International Index Series Master Mid Cap Index Series Master S&P 500 Index Series Master Small Cap Index Series Master Institutional Money Market LLC Merrill Lynch Premier Institutional Portfolio Merrill Lynch Institutional Portfolio Merrill Lynch Institutional Tax-Exempt Portfolio BlackRock Master LLC BlackRock Master Small Cap Growth Portfolio BlackRock Master International Portfolio Master Treasury LLC Master Tax-Exempt LLC Master Government Securities LLC Master Money LLC Shareholders who do not expect to attend any such 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.TABLE OF CONTENTSThe enclosed proxy is being solicited on behalf of the Board of Directors/Trustees of each Fund.
If you have any questions regarding the enclosed proxy material or need assistance in voting your shares, please contact our proxy solicitor, Computershare Fund Services, at 1-800-645-4519. | | | | | | By order of the Boards of Directors/Trustees,
ALICEA. PELLEGRINO
Secretary of the FundsPage |
June __, 2006
TABLE OF CONTENTS
Appendix A—Corporations, Trusts and SeriesH—Officers of the Funds | | A- | 1H-1 | | | Appendix B—Fund InformationI—Audit Fees, Audit Related Fees, Tax Fees and All Other Fees to Independent Registered Public Accountants | | B- | 1I-1 | Appendix C—Comparison of Terms of Current Investment Advisory Agreements and New Investment | | Advisory AgreementsAppendix J—5% Share Ownership | | C- | 1 | Appendix D—Form of New Investment Advisory Agreements | | D- | 1 | Appendix E—Form of New FDP Subadvisory Agreements | | E- | 1 | Appendix F—Form of Contingent Subadvisory Agreements | | F- | 1 | Appendix G—Investment Advisory Agreements and FDP Subadvisory | | Agreements—Dates, Approvals and Fees | | G- | 1 | Appendix H—Board Approval of New Investment Advisory Agreement and | | Contingent Subadvisory Agreement | | H- | 1 | Appendix I—Fees Paid to Advisers, Subadvisers and Affiliates | | I- | 1 | Appendix J—Directors and Principal Officers of Advisers and Subadvisers | | J- | 1 | Appendix K—Other Funds Advised by BlackRock Advisors and Fee Schedules | | K- | 1 | Appendix L—5% Share Ownership | | L- | 1J-1 |
SUBJECT TO COMPLETION
PRELIMINARY JOINT PROXY STATEMENT
DATBLACKROCK-ADVISED FUNDSED MAY 25, 2006
100 Bellevue Parkway Wilmington, Delaware 19809 (800) 441-7762 SPECIAL MEETING OF SHAREHOLDERS
AUGUST 23, 2007 OR SEPTEMBER 7, 2007
JULY 31, 2006 or
AUGUST 15, 2006
JOINT PROXY STATEMENT This Jointjoint proxy statement (the “Joint Proxy StatementStatement”) is furnished in connection with the solicitation by the Boardboard of Directorsdirectors or Trusteestrustees (each, a “Board,an “Existing Board,” and collectively, the “Boards,” and each Director or Trustee, a “Board Member,” and collectively, themembers of which are referred to as “Board Members”) of each of the Funds1BlackRock-advised funds listed in the accompanying Notice of a Meeting of Shareholders (each, a “Fund,” and collectively, the “Funds”“Fund”) listed on the accompanying Noticeof proxies to be voted at the speciala meeting of shareholders of each such Fund to be held at 9:the offices of BlackRock, Inc., Park Avenue Plaza, 55 East 52nd Street, 11th Floor, New York, New York 10022, on Thursday, August 23, 2007 at 1:00 a.m.p.m. (Eastern time), or on Monday, July 31, 2006, or Tuesday, August 15, 2006Friday, September 7, 2007 at 3:00 p.m. (Eastern time) (seeAppendix Ato of this enclosed Joint Proxy Statement for the date of each Fund’s meeting) at the offices of Merrill Lynch Investment Managers, L.P., 800 Scudders Mill Road, Plainsboro, New Jersey 08536date) (for each Fund, a “Meeting,” and collectively, the “Meetings”“Meeting”), and at any and all adjournments or postponements thereof. The MeetingsA Meeting will be held for the purposes set forth in the accompanying Notice. The Board of each Fund has determined that the use of this Joint Proxy Statement for eachsuch Fund’s Meeting is in the best interests of the Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of each of the Funds. This Joint Proxy Statement and the accompanying materials, or a Notice of Internet Availability of Proxy Materials, are being mailed by the Boardsto shareholders on or about June 19, 2006.July 11, 2007. Each Fund other than Multi-Strategy Hedge Opportunities, is organized as either a Massachusetts business trust or Delaware statutory trust (each, a “Trust”“Massachusetts Trust”), or a series of a Massachusetts Trust, a Maryland corporation (each, a “Corporation”“Maryland Corporation”), or a series of a Corporation.Maryland Corporation, a Delaware statutory trust (each, a “Delaware Trust”), or a series of a Delaware Trust, or a Delaware limited liability company (each, a “Delaware LLC”), or a series of a Delaware LLC. The Massachusetts Trusts, Maryland Corporations, Delaware Trusts and CorporationsDelaware LLCs (each, a “Registrant”) are investment companies registered investment companies.under the Investment Company Act of 1940 (the “1940 Act”). A list of each Trust, Corporation,Registrant and the series of each Trust and CorporationRegistrant (if any), is set forth inAppendix A. Multi-Strategy Hedge Opportunities is organized as a Delaware limited liability company and is a registered investment company. Shareholders of record atof a Fund as of the close of business on June 2, 200625, 2007 (the “Record Date”) are entitled to attend and to vote at the Meetings. With the exception of shareholders of Multi-Strategy Hedge Opportunities, shareholdersthat Fund’s Meeting. Shareholders of the Funds are entitled to one vote for each share held, and each fractional share is entitled to a proportionate fractional vote, with no shares having cumulative voting rights. ShareholdersThe quorum requirement for each Fund, and the vote requirement for Proposal 1, is set forth inAppendix B. The vote requirement for Proposal 2 is set forth under “Vote Required and Manner of Multi-Strategy Hedge OpportunitiesVoting Proxies.” If you are entitleda shareholder of a Fund organized in a “master/feeder” structure, you will be asked to a vote equalin connection with matters applicable to the numeric value of each shareholder’s investment percentage as of the Record Date multiplied by 100.your feeder Fund’s respective master Fund (noted inAppendix A). The number of shares of each Fund outstanding as of the close of business on the Record Date and the net assets of each Fund as of that date are shown inAppendix B. Except as set forth inAppendix LJ, to the knowledge of each Fund, as of the Record Date, no person iswas the beneficial owner of five percent or more of a class of that Fund’s outstanding shares. For eachThe Fund inof which you owned sharesare a shareholder is named on the Record Date, a proxy card or voting instruction form, bearing the Fund’s name, is included with this JointNotice of Internet Availability of Proxy Statement.Materials. If you own shares in more than one Fund as of the Record Date, you willmay receive more than one proxy card or voting instruction form.Please completecard. Even if you plan to attend the Meeting, please sign, date and return EACH proxy card you receive, or if you voteprovide voting instructions by telephone or over the Internet, please vote on the proposals affecting EACH Fund you own. If you vote by telephone or over the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card(s) or Notice of Internet Availability of Proxy Materials. This code is designed to confirm your identity, provide access into the voting sites and confirm that your instructions are properly recorded.
The shareholders of each feeder Fund noted inAppendix Ato this Joint Proxy Statement (each, a “Feeder Fund”) will also vote in connection with matters applicable to their respective master trust (each, a “Master Trust”).
1 | | The Funds will be referred to throughout this Joint Proxy Statement by the defined terms as set forth in Appendix A. |
All properly executed proxies received prior to a Fund’s Meeting will be voted at that Meeting. On the mattersany matter coming before each Meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the shares will be voted accordingly. If you are the record owner of your Fund shares and youra proxy is properly executed and returned and no choice is specified with respect to a proposal, the shares will be voted as follows: (a) FOR approval of“FOR” the new investment advisory agreement, (b) FOR approval of the new subadvisory agreement for each series of FDP Series, Inc., in which you own shares, (c) FOR approval of the contingent subadvisory agreement for all Funds other than FDP Series, Inc., (d) with respect to ML Healthcare and ML Natural Resources, FOR approval of a proposed change in the fundamental investment restriction relating to industry concentration, and (e) with respect to ML Global Allocation, AGAINST the shareholder proposal recommending divestiture of Freeport McMoRan Copper & Gold, Inc. stock.proposal. Shareholders who execute proxies or provide voting instructions by telephone or the Internet may revoke them with respect to a proposal at any time before they are voteda vote is taken on the proposal by filing with the applicable Fund a written notice of revocation (addressed to the Secretary of the Fund at the principal executive offices of the Fund at the address above), by delivering a duly executed proxy bearing a later date or by attending the Meeting and voting in person.person, in all cases prior to the exercise of the authority granted in the proxy card. Merely attending the Meeting, however, will not revoke any previously executed proxy. If you hold shares through a bank or other intermediary or if you are the holder of a variable annuity contract or variable life insurance policy (as discussed below), please consult your shares are held bybank or intermediary or your broker or dealer, you must provideparticipating insurance company regarding your ability to revoke voting instructions toafter such broker or dealer in order to vote your shares.instructions have been provided. Annual reports are sentPhotographic identification will be required for admission to shareholders of record of each Fund following the Fund’s fiscal year end. Meetings.
Each Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a shareholder upon request. Such written or oral requests should be directed to the Fund at P.O. Box 9011, Princeton,40 East 52nd Street, New Jersey 08543-9011York, New York 10022-5911, or by calling Financial Data Services, Inc. toll free at 1-800-637-3863.1-800-441-7762. Copies of annual and semi-annual reports of each Fund are also available on the EDGAR Database on the Securities and Exchange Commission’s Internet site at www.sec.gov. Please note that only one annual or semi-annual report or Joint Proxy Statement or Notice of Internet Availability of Proxy Materials may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or thesemi-annual report or this Joint Proxy Statement, or Notice of Internet Availability of Proxy Materials, or for instructions as to how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above. Please also note that, as part of the initiatives that are designed to eliminate overlapping and duplicative product offerings within the BlackRock family of funds, shareholders of certain Funds are being asked to consider reorganizations involving their Funds. Separate proxy materials relating to those proposed Fund reorganizations have been, or will be, sent to applicable shareholders. YOUR VOTE IS IMPORTANT To avoid unnecessary expense of further solicitation, we urge you to indicate voting instructions on the enclosed proxy card, date and sign it and return it promptly in the envelope provided, no matter how large or small your holdings may be. If you submit a properly executed proxy but do not indicate how you wish your shares to be voted, your shares will be voted in accordance with the recommendations of your Fund’s Board.If your shares are held in the name of your broker or dealer (i.e., in “street name”), you must provide voting instructions to your broker or dealer about how to vote your shares in order for your broker or dealer to vote your shares on any proposal.
|
SUMMARY OF PROPOSALS AND FUNDS AFFECTED
The following chart specifies To avoid the Funds whose shareholdersunnecessary expense of further solicitation, we urge you to indicate voting instructions on the enclosed proxy card, and if received by mail, date and sign it and return it promptly in the envelope provided, no matter how large or small your holdings may be. If you submit a properly executed proxy but do not indicate how you wish your shares to be voted, your shares will be voting at the Meetings onvoted“FOR” each of the proposals being presented for shareholder consideration. In addition to these proposals, a shareholder of ML Global Allocation has submitted a proposal to be presented to the shareholders of ML Global Allocation only. proposals. The proposals are set forth in the Notice and are discussed in detail in the Joint Proxy Statement.
| Fund | Proposal No. 1-
To Approve
New Investment
Advisory
Agreement | Proposal No. 2-
To Approve
New FDP
Subadvisory
Agreements | Proposal No. 3-
To Approve
Contingent
Subadvisory
Agreement | Proposal Nos.
4 and 5-
To Approve
Change in
Fundamental
Investment
Restriction | Proposal No. 6-
Shareholder
Proposal
Recommending
Divestiture |
|---|
| Master Basic Value | a | | a | | |
| ML Basic Value | a | | a | | |
| Mercury Basic Value | a | | a | | |
| Master Value Opportunities | a | | a | | |
| ML Value Opportunities | a | | a | | |
| ML Strategy Growth and Income | a | | a | | |
| ML Strategy Long-Term Growth | a | | a | | |
| ML Strategy All-Equity | a | | a | | |
| ML Balanced Capital | a | | a | | |
| ML Disciplined Equity | a | | a | | |
| ML Global Growth | a | | a | | |
| ML Natural Resources | a | | a | a (item 5 only) | |
| ML Ready Assets | a | | a | | |
| Mercury Balanced Capital | a | | a | | |
| Mercury Large Cap Core | a | | a | | |
| Mercury Core Bond | a | | a | | |
| Mercury Global Allocation | a | | a | | |
| Mercury Fundamental Growth | a | | a | | |
| Mercury High Yield | a | | a | | |
| Mercury Intermediate Government Bond | a | | a | | |
| Mercury Money Reserve | a | | a | | |
|
| Fund | Proposal No. 1-
To Approve
New Investment
Advisory
Agreement | Proposal No. 2-
To Approve
New FDP
Subadvisory
Agreements | Proposal No. 3-
To Approve
Contingent
Subadvisory
Agreement | Proposal Nos.
4 and 5-
To Approve
Change in
Fundamental
Investment
Restriction | Proposal No. 6-
Shareholder
Proposal
Recommending
Divestiture |
|---|
| Mercury Low Duration | a | | a | | |
| Mercury Global SmallCap | a | | a | | |
| Mercury Equity Dividend | a | | a | | |
| Mercury Mid Cap | a | | a | | |
| Mercury Small Cap | a | | a | | |
| Mercury International Index | a | | a | | |
| ML USA Government | a | | a | | |
| ML U.S. Treasury | a | | a | | |
| QMST Aggregate Bond | a | | a | | |
| QMST Enhanced International | a | | a | | |
| QMST Enhanced S&P 500 | a | | a | | |
| QMST Enhanced Small Cap | a | | a | | |
| QMST Extended Market Index | a | | a | | |
| QMST International Index | a | | a | | |
| QMST S&P 500 Index | a | | a | | |
| QMST Small Cap Index | a | | a | | |
| QMST Mid Cap Index | a | | a | | |
| ML Aggregate Bond Index | a | | a | | |
| ML International Index | a | | a | | |
| ML S&P 500 Index | a | | a | | |
| ML Small Cap Index | a | | a | | |
| Master Money | a | | a | | |
| CMA Money | a | | a | | |
| WCMA Money | a | | a | | |
| Master Government Securities | a | | a | | |
|
| Fund | Proposal No. 1-
To Approve
New Investment
Advisory
Agreement | Proposal No. 2-
To Approve
New FDP
Subadvisory
Agreements | Proposal No. 3-
To Approve
Contingent
Subadvisory
Agreement | Proposal Nos.
4 and 5-
To Approve
Change in
Fundamental
Investment
Restriction | Proposal No. 6-
Shareholder
Proposal
Recommending
Divestiture |
|---|
| CMA Government Securities | a | | a | | |
| WCMA Government Securities | a | | a | | |
| Master Tax-Exempt | a | | a | | |
| CMA Tax-Exempt | a | | a | | |
| WCMA Tax-Exempt | a | | a | | |
| Master Treasury | a | | a | | |
| CMA Treasury | a | | a | | |
| WCMA Treasury | a | | a | | |
| CMA Arizona | a | | a | | |
| CMA California | a | | a | | |
| CMA Connecticut | a | | a | | |
| CMA Florida | a | | a | | |
| CMA Massachusetts | a | | a | | |
| CMA Michigan | a | | a | | |
| CMA New Jersey | a | | a | | |
| CMA New York | a | | a | | |
| CMA North Carolina | a | | a | | |
| CMA Ohio | a | | a | | |
| CMA Pennsylvania | a | | a | | |
| Master Senior Floating Rate | a | | a | | |
| ML Senior Floating Rate | a | | a | | |
| ML Senior Floating Rate II | a | | a | | |
| Global Financial Services Master | a | | a | | |
| ML Global Financial Services | a | | a | | |
| Master U.S. High Yield | a | | a | | |
|
| Fund | Proposal No. 1-
To Approve
New Investment
Advisory
Agreement | Proposal No. 2-
To Approve
New FDP
Subadvisory
Agreements | Proposal No. 3-
To Approve
Contingent
Subadvisory
Agreement | Proposal Nos.
4 and 5-
To Approve
Change in
Fundamental
Investment
Restriction | Proposal No. 6-
Shareholder
Proposal
Recommending
Divestiture |
|---|
| ML U.S. High Yield | a | | a | | |
| ML Equity Dividend | a | | a | | |
| Master Core Bond | a | | a | | |
| ML Bond Core Bond | a | | a | | |
| ML Bond Intermediate Term | a | | a | | |
| ML Bond High Income | a | | a | | |
| ML Developing Capital Markets | a | | a | | |
| ML EuroFund | a | | a | | |
| ML Global Allocation | a | | a | | a |
| ML Global Equity | a | | a | | |
| ML Global SmallCap | a | | a | | |
| ML Global Technology | a | | a | | |
| ML Global Value | a | | a | | |
| ML Healthcare | a | | a | a (item 4 only) | |
| ML Latin America | a | | a | | |
| ML Muni Bond National | a | | a | | |
| ML Muni Bond Insured | a | | a | | |
| ML Muni Bond Short-Term | a | | a | | |
| ML Municipal Intermediate Term | a | | a | | |
| ML Pacific | a | | a | | |
| ML Utilities | a | | a | | |
| Summit | a | | a | | |
| Master Focus Twenty | a | | a | | |
| ML Focus Twenty | a | | a | | |
| Master Large Cap Growth | a | | a | | |
|
| Fund | Proposal No. 1-
To Approve
New Investment
Advisory
Agreement | Proposal No. 2-
To Approve
New FDP
Subadvisory
Agreements | Proposal No. 3-
To Approve
Contingent
Subadvisory
Agreement | Proposal Nos.
4 and 5-
To Approve
Change in
Fundamental
Investment
Restriction | Proposal No. 6-
Shareholder
Proposal
Recommending
Divestiture |
|---|
| Master Large Cap Value | a | | a | | |
| Master Large Cap Core | a | | a | | |
| ML Large Cap Growth | a | | a | | |
| ML Large Cap Value | a | | a | | |
| ML Large Cap Core | a | | a | | |
| ML California Insured | a | | a | | |
| ML Focus Value | a | | a | | |
| ML Fundamental Growth | a | | a | | |
| ML Florida | a | | a | | |
| ML New Jersey | a | | a | | |
| ML New York | a | | a | | |
| ML Pennsylvania | a | | a | | |
| ML Retirement Reserves | a | | a | | |
| ML U.S. Government | a | | a | | |
| ML Short-Term U.S. Government | a | | a | | |
| Mercury American Balanced V.I. | a | | a | | |
| Mercury Basic Value V.I. | a | | a | | |
| Mercury Core Bond V.I. | a | | a | | |
| Mercury Domestic Money Market V.I. | a | | a | | |
| Mercury Fundamental Growth V.I. | a | | a | | |
| Mercury Global Growth V.I. | a | | a | | |
| Mercury Global Allocation V.I. | a | | a | | |
| Mercury Government Bond V.I. | a | | a | | |
| Mercury High Current Income V.I. | a | | a | | |
| Mercury Index 500 V.I. | a | | a | | |
|
| Fund | Proposal No. 1-
To Approve
New Investment
Advisory
Agreement | Proposal No. 2-
To Approve
New FDP
Subadvisory
Agreements | Proposal No. 3-
To Approve
Contingent
Subadvisory
Agreement | Proposal Nos.
4 and 5-
To Approve
Change in
Fundamental
Investment
Restriction | Proposal No. 6-
Shareholder
Proposal
Recommending
Divestiture |
|---|
| Mercury Large Cap Core V.I. | a | | a | | |
| Mercury Large Cap Growth V.I. | a | | a | | |
| Mercury Large Cap Value V.I. | a | | a | | |
| Mercury Value Opportunities V.I. | a | | a | | |
| Mercury Utilities V.I. | a | | a | | |
| Mercury International Value V.I. | a | | a | | |
| ML World Income | a | | a | | |
| Managed Account Mid Cap Value | a | | a | | |
| Managed Account High Income | a | | a | | |
| Managed Account U.S. Mortgage | a | | a | | |
| Managed Account Global SmallCap | a | | a | | |
| Asset Program | a | | a | | |
| Low Duration Master | a | | a | | |
| ML Low Duration | a | | a | | |
| ML International Value | a | | a | | |
| ML Master International | a | | a | | |
| ML Master Small Cap Growth | a | | a | | |
| ML Small Cap Growth | a | | a | | |
| ML International | a | | a | | |
| Master Real Investment | a | | a | | |
| ML Real Investment | a | | a | | |
| Master Inflation Protected | a | | a | | |
| ML Inflation Protected | a | | a | | |
| Marsico Growth FDP | a | a | | | |
| MFS Research International FDP | a | a | | | |
|
| Fund | Proposal No. 1-
To Approve
New Investment
Advisory
Agreement | Proposal No. 2-
To Approve
New FDP
Subadvisory
Agreements | Proposal No. 3-
To Approve
Contingent
Subadvisory
Agreement | Proposal Nos.
4 and 5-
To Approve
Change in
Fundamental
Investment
Restriction | Proposal No. 6-
Shareholder
Proposal
Recommending
Divestiture |
|---|
| Franklin Templeton Total Return FDP | a | a | | | |
| Van Kampen Value FDP | a | a | | | |
| Multi-Strategy Hedge Advantage | a | | a | | |
| Multi-Strategy Hedge Opportunities | a | | a | | |
| Master Premier Institutional | a | | a | | |
| Master Institutional | a | | a | | |
| Master Institutional Tax-Exempt | a | | a | | |
| Master Institutional Government | a | | a | | |
| Master Institutional Treasury | a | | a | | |
| ML Premier Institutional | a | | a | | |
| ML Institutional | a | | a | | |
| ML Institutional Tax-Exempt | a | | a | | |
| ML Institutional Treasury | a | | a | | |
| ML Institutional Government | a | | a | | |
| ML Basic Value Principal Protected | a | | a| | | |
| ML Fundamental Growth Principal Protected | a | | a | | |
| ML Core Principal Protected | a | | a | | |
|
ITEM 1—APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT
At the Meeting, you will be asked to approve a new investment advisory agreement between your Fund and BlackRock Advisors, Inc. (each a “New Investment Advisory Agreement,”and collectively, the “New Investment Advisory Agreements”). For a general description of the proposed New Investment Advisory Agreement and a general comparison of the proposed New Investment Advisory Agreement and the investment advisory or management agreements currently in effect for each Fund (each, a “Current Investment Advisory Agreement,” and collectively, the “Current Investment Advisory Agreements”) see “The New Investment Advisory Agreement” and “Comparison of Current Investment Advisory Agreements to the New Investment Advisory Agreements” below. A detailed comparison of the proposed New Investment Advisory Agreement with a standard form of Current Investment Advisory Agreement is included inAppendix C. The form of the New Investment Advisory Agreement for the Funds is attached hereto asAppendix D.
Merrill Lynch Investment Managers, L.P. (“MLIM”), Fund Asset Management, L.P. (“FAM”), Merrill Lynch Investment Managers International Limited (“MLIM-LTD”), Merrill Lynch Asset Management U.K. Limited (“MLAM U.K.”) and Merrill Lynch Alternative Investments LLC (“MLAI”) currently provide investment advisory services to the Funds. MLIM, FAM, MLIM-LTD, MLAM U.K. and MLAI (each, an “Adviser,” and collectively, the “Advisers”) serve as investment advisers to the Funds as set forth in Appendix B and are responsible for the Funds’ overall investment strategy and its implementation. The date of each Fund’s Current Investment Advisory Agreement and the date onfollowing table shows which it was last approved by shareholders and approved for continuance by the Board is provided inAppendix G.
The Board Members are proposing a New Investment Advisory Agreement for each Fund because the Current Investment Advisory Agreements will terminate upon completion of the Transaction. This Transaction is discussed in more detail below. As required by the 1940 Act, each Current Investment Advisory Agreement provides for automatic termination upon its “assignment.” Under the 1940 Act, a change in control of an investment adviser constitutes an “assignment.” The consummation of the Transaction will result in the assignment of the Current Investment Advisory Agreements, and their automatic termination. Therefore, as described below,proposals shareholders of each Fund are being asked to approveapprove. The enclosed proxy card(s) indicate the Fund(s) in which you hold shares and the proposals on which you are being asked to vote.
SUMMARY OF PROPOSALS AND FUNDS VOTING | | | | | | | | | | | Proposal No. 1(a)—
to Elect Nominees | | Proposal No. 1(b)—
to Elect Nominees | | Proposal No. 2—
to Approve Change in
Investment Objective | Name of Fund | | Board A—
To Oversee Group A Funds | | Board B—
To Oversee Group B Funds | | | BlackRock Bond Allocation Target Shares | | ü | | | | | | | Series C Portfolio | | ü | | | | | | | Series M Portfolio | | ü | | | | | | | Series S Portfolio | | ü | | | | | | | Master Value Opportunities LLC | | ü | | | | | | | BlackRock Value Opportunities Fund, Inc. | | ü | | | | | | | Master Basic Value LLC | | ü | | | | | | | BlackRock Basic Value Fund, Inc. | | ü | | | | | | | BlackRock Natural Resources Trust | | ü | | | | | | | BlackRock Global Growth Fund, Inc. | | ü | | | | | | | BlackRock Balanced Capital Fund, Inc. | | ü | | | | | | | BlackRock Series Fund, Inc. | | ü | | | | | | | BlackRock Balanced Capital Portfolio | | ü | | | | | | | BlackRock Bond Portfolio | | ü | | | | | | | BlackRock Fundamental Growth Portfolio | | ü | | | | | | | BlackRock Global Allocation Portfolio | | ü | | | | | | | BlackRock Government Income Portfolio | | ü | | | | | | | BlackRock High Income Portfolio | | ü | | | | | | | BlackRock Money Market Portfolio | | ü | | | | | | | BlackRock Large Cap Core Portfolio | | ü | | | | | | | BlackRock Global SmallCap Fund, Inc. | | ü | | | | | | | Master Bond LLC | | ü | | | | | | | Master Bond Portfolio | | ü | | | | | ü | | BlackRock Bond Fund, Inc. | | ü | | | | | | | BlackRock Bond Fund | | ü | | | | | ü | | BlackRock High Income Fund | | ü | | | | | | | BlackRock Municipal Bond Fund, Inc. | | ü | | | | | | | BlackRock Municipal Insured Fund | | ü | | | | | | |
| | | | | | | | | | Proposal No. 1(a)—
to Elect Nominees | | Proposal No. 1(b)—
to Elect Nominees | | Proposal No. 2—
to Approve Change in
Investment Objective | Name of Fund | | Board A—
To Oversee Group A Funds | | Board B—
To Oversee Group B Funds | | | BlackRock National Municipal Fund | | ü | | | | | | BlackRock Short-Term Municipal Fund | | ü | | | | | | BlackRock High Yield Municipal Fund | | ü | | | | | | BlackRock Equity Dividend Fund | | ü | | | | | | BlackRock Global Allocation Fund, Inc. | | ü | | | | | | BlackRock EuroFund | | ü | | | | | | BlackRock Municipal Series Trust | | ü | | | | | | BlackRock Intermediate Municipal Fund | | ü | | | | | | BlackRock Global Dynamic Equity Fund | | ü | | | | | | BlackRock Utilities and Telecommunications Fund, Inc. | | ü | | | | | | BlackRock Mid Cap Value Opportunities Series, Inc. | | ü | | | | | | BlackRock Mid Cap Value Opportunities Fund | | ü | | | | | | Managed Account Series | | ü | | | | | | High Income Portfolio | | ü | | | | | | US Mortgage Portfolio | | ü | | | | | | Global SmallCap Portfolio | | ü | | | | | | Mid Cap Value Opportunities Portfolio | | ü | | | | | | Short-Term Bond Master LLC | | ü | | | | | | Short-Term Bond Master Portfolio | | ü | | | | | | BlackRock Short-Term Bond Series, Inc. | | ü | | | | | | BlackRock Short-Term Bond Fund | | ü | | | | | | BlackRock Focus Value Fund, Inc. | | ü | | | | | | BlackRock Multi-State Municipal Series Trust | | ü | | | | | | BlackRock Florida Municipal Bond Fund | | ü | | | | | | BlackRock New Jersey Municipal Bond Fund | | ü | | | | | | BlackRock New York Municipal Bond Fund | | ü | | | | | | BlackRock Pennsylvania Municipal Bond Fund | | ü | | | | | | BlackRock Fundamental Growth Fund, Inc. | | ü | | | | | | BlackRock California Municipal Series Trust | | ü | | | | | | BlackRock California Insured Municipal Bond Fund | | ü | | | | | | Master Focus Twenty LLC | | ü | | | | | | BlackRock Focus Twenty Fund, Inc. | | ü | | | | | | BlackRock Variable Series Funds, Inc. | | ü | | | | | | BlackRock Balanced Capital V.I. Fund | | ü | | | | | |
| | | | | | | | | | Proposal No. 1(a)—
to Elect Nominees | | Proposal No. 1(b)—
to Elect Nominees | | Proposal No. 2—
to Approve Change in
Investment Objective | Name of Fund | | Board A—
To Oversee Group A Funds | | Board B—
To Oversee Group B Funds | | | BlackRock Basic Value V.I. Fund | | ü | | | | | | BlackRock Bond V.I. Fund | | ü | | | | | | BlackRock Fundamental Growth V.I. Fund | | ü | | | | | | BlackRock Global Growth V.I. Fund | | ü | | | | | | BlackRock S&P 500 Index V.I. Fund | | ü | | | | | | BlackRock Large Cap Core V.I. Fund | | ü | | | | | | BlackRock Large Cap Growth V.I. Fund | | ü | | | | | | BlackRock Large Cap Value V.I. Fund | | ü | | | | | | BlackRock Global Allocation V.I. Fund | | ü | | | | | | BlackRock Utilities and Telecommunications V.I. Fund | | ü | | | | | | BlackRock Value Opportunities V.I. Fund | | ü | | | | | | BlackRock International Value V.I. Fund | | ü | | | | | | BlackRock Government Income V.I. Fund | | ü | | | | | | BlackRock High Income V.I. Fund | | ü | | | | | | BlackRock Money Market V.I. Fund | | ü | | | | | | BlackRock World Income Fund, Inc. | | ü | | | | | | BlackRock International Value Trust | | ü | | | | | | BlackRock International Value Fund | | ü | | | | | | FDP Series, Inc. | | ü | | | | | | Franklin Templeton Total Return FDP Fund | | ü | | | | | | Marsico Growth FDP Fund | | ü | | | | | | MFS Research International FDP Fund | | ü | | | | | | Van Kampen Value FDP Fund | | ü | | | | | | BlackRock Principal Protected Trust | | ü | | | | | | BlackRock Fundamental Growth Principal Protected Fund | | ü | | | | | | BlackRock Basic Value Principal Protected Fund | | ü | | | | | | BlackRock Core Principal Protected Fund | | ü | | | | | | Master Commodity Strategies LLC | | ü | | | | | | BlackRock Commodity Strategies Fund | | ü | | | | | | The GNMA Fund Investment Accumulation Program, Inc. | | ü | | | | | | BlackRock Funds II | | ü | | | | | | Total Return Portfolio | | ü | | | | | | Delaware Municipal Bond Portfolio | | ü | | | | | | Enhanced Income Portfolio | | ü | | | | | |
| | | | | | | | | | | Proposal No. 1(a)—
to Elect Nominees | | Proposal No. 1(b)—
to Elect Nominees | | Proposal No. 2—
to Approve Change in
Investment Objective | Name of Fund | | Board A—
To Oversee Group A Funds | | Board B—
To Oversee Group B Funds | | | AMT-Free Municipal Bond Portfolio | | ü | | | | | | | GNMA Portfolio | | ü | | | | | | | Government Income Portfolio | | ü | | | | | | | High Yield Bond Portfolio | | ü | | | | | | | Intermediate Bond Portfolio II | | ü | | | | | | | Intermediate Government Bond Portfolio | | ü | | | | | | | International Bond Portfolio | | ü | | | | | | | Inflation Protected Bond Portfolio | | ü | | | | | | | Kentucky Municipal Bond Portfolio | | ü | | | | | | | Low Duration Bond Portfolio | | ü | | | | | | | Managed Income Portfolio | | ü | | | | | | | Ohio Municipal Bond Portfolio | | ü | | | | | | | BlackRock Strategic Portfolio I | | ü | | | | | | | Total Return Portfolio II | | ü | | | | | | | Conservative Prepared Portfolio | | ü | | | | | | | Moderate Prepared Portfolio | | ü | | | | | | | Growth Prepared Portfolio | | ü | | | | | | | Aggressive Growth Prepared Portfolio | | ü | | | | | | | Prepared Portfolio 2010 | | ü | | | | | | | Prepared Portfolio 2015 | | ü | | | | | | | Prepared Portfolio 2020 | | ü | | | | | | | Prepared Portfolio 2025 | | ü | | | | | | | Prepared Portfolio 2030 | | ü | | | | | | | Prepared Portfolio 2035 | | ü | | | | | | | Prepared Portfolio 2040 | | ü | | | | | | | Prepared Portfolio 2045 | | ü | | | | | | | Prepared Portfolio 2050 | | ü | | | | | | | Merrill Lynch U.S.A. Government Reserves | | | | | ü | | | | Merrill Lynch U.S. Treasury Money Fund | | | | | ü | | | | BlackRock Index Funds, Inc. | | | | | ü | | | | BlackRock International Index Fund | | | | | ü | | | | BlackRock S&P 500 Index Fund | | | | | ü | | | | BlackRock Small Cap Index Fund | | | | | ü | | | |
| | | | | | | | | | Proposal No. 1(a)—
to Elect Nominees | | Proposal No. 1(b)—
to Elect Nominees | | Proposal No. 2—
to Approve Change in
Investment Objective | Name of Fund | | Board A—
To Oversee Group A Funds | | Board B—
To Oversee Group B Funds | | | Quantitative Master Series LLC | | | | ü | | | | Master Enhanced Small Cap Index Series | | | | ü | | | | Master Core Bond Enhanced Index Series | | | | ü | | | | Master Enhanced International Series | | | | ü | | | | Master Enhanced S&P 500 Series | | | | ü | | | | Master Extended Market Index Series | | | | ü | | | | Master International Index Series | | | | ü | | | | Master Mid Cap Index Series | | | | ü | | | | Master S&P 500 Index Series | | | | ü | | | | Master Small Cap Index Series | | | | ü | | | | Merrill Lynch Ready Assets Trust | | | | ü | | | | BlackRock Healthcare Fund, Inc. | | | | ü | | | | BlackRock Global Technology Fund, Inc. | | | | ü | | | | Master Government Securities LLC | | | | ü | | | | Master Money LLC | | | | ü | | | | Master Treasury LLC | | | | ü | | | | Master Tax-Exempt LLC | | | | ü | | | | CMA Money Fund | | | | ü | | | | CMA Government Securities Fund | | | | ü | | | | CMA Tax-Exempt Fund | | | | ü | | | | CMA Treasury Fund | | | | ü | | | | WCMA Government Securities Fund | | | | ü | | | | WCMA Money Fund | | | | ü | | | | WCMA Tax-Exempt Fund | | | | ü | | | | WCMA Treasury Fund | | | | ü | | | | CMA Multi-State Municipal Series Trust | | | | ü | | | | CMA Arizona Municipal Money Fund | | | | ü | | | | CMA California Municipal Money Fund | | | | ü | | | | CMA Connecticut Municipal Money Fund | | | | ü | | | | CMA Massachusetts Municipal Money Fund | | | | ü | | | | CMA Michigan Municipal Money Fund | | | | ü | | | | CMA New Jersey Municipal Money Fund | | | | ü | | | | CMA New York Municipal Money Fund | | | | ü | | | | CMA North Carolina Municipal Money Fund | | | | ü | | | |
| | | | | | | | | | Proposal No. 1(a)—
to Elect Nominees | | Proposal No. 1(b)—
to Elect Nominees | | Proposal No. 2—
to Approve Change in
Investment Objective | Name of Fund | | Board A—
To Oversee Group A Funds | | Board B—
To Oversee Group B Funds | | | CMA Ohio Municipal Money Fund | | | | ü | | | | CMA Pennsylvania Municipal Money Fund | | | | ü | | | | CMA Florida Municipal Money Fund | | | | ü | | | | BlackRock Developing Capital Markets Fund, Inc. | | | | ü | | | | BlackRock Latin America Fund, Inc. | | | | ü | | | | BlackRock Pacific Fund, Inc. | | | | ü | | | | Global Financial Services Master LLC | | | | ü | | | | BlackRock Global Financial Services Fund, Inc. | | | | ü | | | | BlackRock Financial Institutions Series Trust | | | | ü | | | | BlackRock Summit Cash Reserves Fund | | | | ü | | | | Master Large Cap Series LLC | | | | ü | | | | Master Large Cap Core Portfolio | | | | ü | | | | Master Large Cap Growth Portfolio | | | | ü | | | | Master Large Cap Value Portfolio | | | | ü | | | | BlackRock Large Cap Series Funds, Inc. | | | | ü | | | | BlackRock Large Cap Core Fund | | | | ü | | | | BlackRock Large Cap Growth Fund | | | | ü | | | | BlackRock Large Cap Value Fund | | | | ü | | | | Merrill Lynch Retirement Series Trust | | | | ü | | | | Merrill Lynch Retirement Reserves Money Fund | | | | ü | | | | Master Institutional Money Market LLC | | | | ü | | | | Merrill Lynch Premier Institutional Portfolio | | | | ü | | | | Merrill Lynch Institutional Portfolio | | | | ü | | | | Merrill Lynch Institutional Tax-Exempt Portfolio | | | | ü | | | | Merrill Lynch Funds For Institutions Series | | | | ü | | | | Merrill Lynch Government Fund | | | | ü | | | | Merrill Lynch Treasury Fund | | | | ü | | | | Merrill Lynch Institutional Fund | | | | ü | | | | Merrill Lynch Premier Institutional Fund | | | | ü | | | | Merrill Lynch Institutional Tax-Exempt Fund | | | | ü | | | | BlackRock Master LLC | | | | ü | | | | BlackRock Master Small Cap Growth Portfolio | | | | ü | | | | BlackRock Master International Portfolio | | | | ü | | | |
| | | | | | | | | | Proposal No. 1(a)—
to Elect Nominees | | Proposal No. 1(b)—
to Elect Nominees | | Proposal No. 2—
to Approve Change in
Investment Objective | Name of Fund | | Board A—
To Oversee Group A Funds | | Board B—
To Oversee Group B Funds | | | BlackRock Series, Inc. | | | | ü | | | | BlackRock International Fund | | | | ü | | | | BlackRock Small Cap Growth Fund II | | | | ü | | | | BlackRock FundsSM | | | | ü | | | | Asset Allocation Portfolio | | | | ü | | | | All-Cap Global Resources Portfolio | | | | ü | | | | Aurora Portfolio | | | | ü | | | | Investment Trust | | | | ü | | | | Exchange Portfolio | | | | ü | | | | Global Opportunities Portfolio | | | | ü | | | | Global Resources Portfolio | | | | ü | | | | Global Science & Technology Opportunities Portfolio | | | | ü | | | | Health Sciences Opportunities Portfolio | | | | ü | | | | International Opportunities Portfolio | | | | ü | | | | Capital Appreciation Portfolio | | | | ü | | | | Mid-Cap Growth Equity Portfolio | | | | ü | | | | Mid-Cap Value Equity Portfolio | | | | ü | | | | Small Cap Growth Equity Portfolio | | | | ü | | | | Small Cap Core Equity Portfolio | | | | ü | �� | | | Small Cap Value Equity Portfolio | | | | ü | | | | Small/Mid-Cap Growth Portfolio | | | | ü | | | | U.S. Opportunities Portfolio | | | | ü | | | | Index Equity Portfolio | | | | ü | | | | Money Market Portfolio | | | | ü | | | | Municipal Money Market Portfolio | | | | ü | | | | U.S. Treasury Money Market Portfolio | | | | ü | | | | North Carolina Municipal Money Market Portfolio | | | | ü | | | | New Jersey Municipal Money Market Portfolio | | | | ü | | | | Ohio Municipal Money Market Portfolio | | | | ü | | | | Pennsylvania Municipal Money Market Portfolio | | | | ü | | | | Virginia Municipal Money Market Portfolio | | | | ü | | | |
PROPOSAL 1—TO ELECT NOMINEES The purpose of this Proposal 1 is to elect director or trustee nominees (each, a New Investment Advisory Agreement for their Fund. The New Investment Advisory Agreements would only be effective“Nominee”) of each Registrant named in the tables below. (The funds currently advised by BlackRock Advisors, LLC, BlackRock Institutional Management Corporation or BlackRock Financial Management, Inc. (collectively, “BlackRock Advisors”), each a wholly owned subsidiary of BlackRock, Inc. (“BlackRock”), are referred to as the “Fund complex,” and all of the consummationBoards of Directors or Trustees of the Transaction. Iffunds in the TransactionFund complex, including the Existing Boards, are referred to collectively as the “Boards.”) Currently, seven different Boards oversee the open-end and closed-end funds in the Fund complex. It is never completed,proposed that the Boards be realigned and consolidated so that the open-end funds would be overseen by two new boards. One new board, Board A, would oversee certain equity funds, all fixed-income funds and all funds in the Fund complex designed for sale through insurance company separate accounts (the “Group A Funds”), and the other new board, Board B, would oversee certain other equity funds and all money market funds in the Fund complex (the “Group B Funds”). It is also proposed that a third new board would oversee the closed-end funds. (Each new board is referred to as a “New Board” and collectively as the “New Boards.”) The proposals for BlackRock Liquidity Funds, which would be overseen by Board B, and the closed-end funds are covered in separate proxy statements. As discussed below, this realignment and consolidation is expected to enable the New Investment Advisory Agreements would not go into effectBoards to focus more attention on issues of particular relevance to the types of funds they oversee and to streamline and enhance the effectiveness of New Board oversight of the Fund complex. Also, it is expected that having fewer Boards will facilitate greater communication between fund management and the Current Investment Advisory Agreements would continue in effect.New Boards. It is intended that the proxy card, if properly executed, will be voted for all Nominees for the applicable New Board of each Fund unless a proxy contains specific instructions to the contrary. Each Nominee’s term of office will commence, if such Nominee is properly elected, on or about November 1, 2007. Each Nominee will be elected to hold office until his or her successor is elected and qualifies or until his or her earlier death, resignation, retirement or removal. DescriptionProposal 1(a):
It is proposed that shareholders of the TransactionFunds identified in the table below (the Group A Funds) vote for the election of Nominees of the Group A Funds (Board A). Funds1 to Elect Nominees of the Group A Funds (Board A) BlackRock Bond Allocation Target Shares Series C Portfolio Series M Portfolio Series S Portfolio BlackRock Value Opportunities Fund, Inc.* BlackRock Basic Value Fund, Inc.* BlackRock Natural Resources Trust BlackRock Global Growth Fund, Inc. BlackRock Balanced Capital Fund, Inc. BlackRock Global SmallCap Fund, Inc. BlackRock Bond Fund, Inc. BlackRock Bond Fund* BlackRock High Income Fund
1 | | For certain Registrants that are comprised of multiple series, the series are indicated in the list by an entry below the Registrant’s name. |
| * | | If you are a shareholder of a feeder Fund, you will be asked to vote in connection with matters applicable to your feeder Fund’s respective master Fund (noted inAppendix A). |
BlackRock Municipal Bond Fund, Inc. BlackRock Municipal Insured Fund BlackRock National Municipal Fund BlackRock Short-Term Municipal Fund BlackRock High Yield Municipal Fund BlackRock Equity Dividend Fund BlackRock Global Allocation Fund, Inc. BlackRock EuroFund BlackRock Municipal Series Trust BlackRock Intermediate Municipal Fund BlackRock Global Dynamic Equity Fund BlackRock Utilities and Telecommunications Fund, Inc. BlackRock Mid Cap Value Opportunity Series, Inc. BlackRock Mid Cap Value Opportunities Fund Managed Account Series High Income Portfolio US Mortgage Portfolio Global SmallCap Portfolio Mid Cap Value Opportunities Portfolio BlackRock Series Fund, Inc. BlackRock Balanced Capital Portfolio BlackRock Bond Portfolio BlackRock Fundamental Growth Portfolio BlackRock Global Allocation Portfolio BlackRock Government Income Portfolio BlackRock High Income Portfolio BlackRock Money Market Portfolio BlackRock Large Cap Core Portfolio BlackRock Variable Series Funds, Inc. BlackRock Balanced Capital V.I. Fund BlackRock Basic Value V.I. Fund BlackRock Bond V.I. Fund BlackRock Fundamental Growth V.I. Fund BlackRock Global Growth V.I. Fund BlackRock S&P 500 Index V.I. Fund BlackRock Large Cap Core V.I. Fund BlackRock Large Cap Growth V.I. Fund BlackRock Large Cap Value V.I. Fund BlackRock Global Allocation V.I Fund BlackRock Utilities and Telecommunications V.I. Fund BlackRock Value Opportunities V.I. Fund BlackRock International Value V.I. Fund BlackRock Government Income V.I. Fund BlackRock High Income V.I. Fund BlackRock Money Market V.I. Fund Master Value Opportunities LLC Master Basic Value LLC Short-Term Bond Master LLC Short-Term Bond Master Portfolio Master Focus Twenty LLC BlackRock Funds II Total Return Portfolio Total Return Portfolio II Delaware Municipal Bond Portfolio Enhanced Income Portfolio AMT-Free Municipal Bond Portfolio GNMA Portfolio Government Income Portfolio High Yield Bond Portfolio Intermediate Bond Portfolio II Prepared Portfolio 2010 Prepared Portfolio 2015 Prepared Portfolio 2020 Prepared Portfolio 2025 Prepared Portfolio 2030 Prepared Portfolio 2035 Prepared Portfolio 2040 Prepared Portfolio 2045 Prepared Portfolio 2050 Intermediate Government Bond Portfolio International Bond Portfolio Inflation Protected Bond Portfolio Kentucky Municipal Bond Portfolio Low Duration Bond Portfolio Managed Income Portfolio Ohio Municipal Bond Portfolio BlackRock Strategic Portfolio I Conservative Prepared Portfolio Moderate Prepared Portfolio Growth Prepared Portfolio Aggressive Growth Prepared Portfolio BlackRock Short-Term Bond Series, Inc. BlackRock Short-Term Bond Fund* BlackRock Focus Value Fund, Inc. BlackRock Multi-State Municipal Series Trust BlackRock Florida Municipal Bond Fund BlackRock New Jersey Municipal Bond Fund BlackRock New York Municipal Bond Fund BlackRock Pennsylvania Municipal Bond Fund BlackRock Fundamental Growth Fund, Inc. BlackRock California Municipal Series Trust
| * | | If you are a shareholder of a feeder Fund, you will be asked to vote in connection with matters applicable to your feeder Fund’s respective master Fund (noted inAppendix A). |
BlackRock California Insured Municipal Bond Fund BlackRock Focus Twenty Fund, Inc.* BlackRock World Income Fund, Inc. BlackRock International Value Trust BlackRock International Value Fund FDP Series, Inc. Franklin Templeton Total Return FDP Fund Marsico Growth FDP Fund MFS Research International FDP Fund Van Kampen Value FDP Fund BlackRock Commodity Strategies Fund* The GNMA Fund Investment Accumulation Program, Inc. BlackRock Principal Protected Trust BlackRock Fundamental Growth Principal Protected Fund BlackRock Basic Value Principal Protected Fund BlackRock Core Principal Protected Fund Master Commodity Strategies LLC Master Bond LLC Master Bond Portfolio Your Board recommends that you vote “FOR” this proposal. Proposal 1(b): It is proposed that shareholders of the Funds identified in the table below (the Group B Funds) vote for the election of Nominees of the Group B Funds (Board B). Funds1 to Elect Nominees of the Group B Funds (Board B) BlackRock FundsSM Asset Allocation Portfolio All-Cap Global Resources Portfolio Aurora Portfolio Investment Trust Exchange Portfolio Global Opportunities Portfolio Global Resources Portfolio Global Science & Technology Opportunities Portfolio Health Sciences Opportunities Portfolio International Opportunities Portfolio Capital Appreciation Portfolio Mid-Cap Growth Equity Portfolio Mid-Cap Value Equity Portfolio Small Cap Growth Equity Portfolio Small Cap Core Equity Portfolio Small Cap Value Equity Portfolio Small/Mid-Cap Growth Portfolio U.S. Opportunities Portfolio Index Equity Portfolio* Money Market Portfolio Municipal Money Market Portfolio U.S. Treasury Money Market Portfolio North Carolina Municipal Money Market Portfolio New Jersey Municipal Money Market Portfolio Ohio Municipal Money Market Portfolio Pennsylvania Municipal Money Market Portfolio Virginia Municipal Money Market Portfolio Merrill Lynch U.S.A. Government Reserves Quantitative Master Series LLC Master Enhanced Small Cap Series Master Core Bond Enhanced Index Series Master Enhanced International Series Master Enhanced S&P 500 Series Master Extended Market Index Series Master International Index Series Master Mid Cap Index Series Master S&P 500 Index Series Master Small Cap Index Series BlackRock Developing Capital Markets Fund, Inc. BlackRock Latin America Fund, Inc. BlackRock Pacific Fund, Inc. Master Government Securities LLC
1 | | For certain Registrants that are comprised of multiple series, the series are indicated in the list by an entry below the Registrant’s name. |
| * | | If you are a shareholder of a feeder Fund, you will be asked to vote in connection with matters applicable to your feeder Fund’s respective master Fund (noted inAppendix A). |
Master Money LLC Master Treasury LLC Master Tax-Exempt LLC Master Institutional Money Market LLC Merrill Lynch Premier Institutional Portfolio Merrill Lynch Institutional Portfolio Merrill Lynch Institutional Tax-Exempt Portfolio Merrill Lynch Funds For Institutions Series Merrill Lynch Government Fund Merrill Lynch Treasury Fund Merrill Lynch Institutional Fund* Merrill Lynch Premier Institutional Fund* Merrill Lynch Institutional Tax-Exempt Fund* Merrill Lynch U.S. Treasury Money Fund BlackRock Index Funds, Inc.* BlackRock International Index Fund* BlackRock S&P 500 Index Fund* BlackRock Small Cap Index Fund* Merrill Lynch Ready Assets Trust BlackRock Healthcare Fund, Inc. BlackRock Global Technology Fund, Inc. CMA Money Fund* CMA Government Securities Fund* CMA Tax-Exempt Fund* CMA Treasury Fund* WCMA Government Securities Fund* WCMA Money Fund* WCMA Tax-Exempt Fund* WCMA Treasury Fund* CMA Multi-State Municipal Series Trust CMA Arizona Municipal Money Fund CMA California Municipal Money Fund CMA Connecticut Municipal Money Fund CMA Florida Municipal Money Fund CMA Massachusetts Municipal Money Fund CMA Michigan Municipal Money Fund CMA New Jersey Municipal Money Fund CMA New York Municipal Money Fund CMA North Carolina Municipal Money Fund CMA Ohio Municipal Money Fund CMA Pennsylvania Municipal Money Fund BlackRock Series, Inc. BlackRock International Fund* BlackRock Small Cap Growth Fund II* BlackRock Global Financial Services Fund, Inc.* BlackRock Financial Institution Series Trust BlackRock Summit Cash Reserves Fund Merrill Lynch Retirement Series Trust Merrill Lynch Retirement Reserves Money Fund BlackRock Large Cap Series Funds, Inc.* BlackRock Large Cap Core Fund* BlackRock Large Cap Growth Fund* BlackRock Large Cap Value Fund* Global Financial Services Master LLC Master Large Cap Series LLC Master Large Cap Core Portfolio Master Large Cap Growth Portfolio Master Large Cap Value Portfolio BlackRock Master LLC BlackRock Master Small Cap Growth Portfolio BlackRock Master International Portfolio Reasons for Board Realignment and Consolidation On February 15,September 29, 2006, BlackRock consummated a transaction (the “Transaction”) with Merrill Lynch & Co., Inc. (“MLwhereby Merrill Lynch & Co.”) entered into a definitive agreement (the “Transaction Agreement”) with BlackRock,, Inc. to combine MLIM’s investment management business, including Merrill Lynch Investment Managers, L.P. and certain affiliates including FAM, MLAM U.K. and MLIM-LTD (together, “MLIM”(“MLIM”), combined with that of BlackRock Inc., to formcreate a new asset managementindependent company (“New BlackRock”) that will beis one of the world’s largest asset management firms with approximately $1$1.154 trillion of assets under management based on pro forma combined assets as of December 31, 2005. ML & Co. is expected to have an ownership interest (including a voting interest) in New BlackRock. The closing of the Transaction, which is currently expected to take place in the third quarter of 2006, is subject, among other things, to approval by shareholders of BlackRock, Inc., approval of the proposed new investment advisory arrangements by a sufficient number of the funds and client accounts managed by MLIM such that annualized revenues generated from such investment advisory arrangements are maintained at a level at least equal to 75% of such annualized revenues measured as of December 31, 2005, receipt of certain domestic and international regulatory approvals (including expiration of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) and other customary closing conditions.
ML & Co., a Delaware corporation formed in 1973, is a holding company that, through its subsidiaries and affiliates, provides broker-dealer, investment banking, financing, wealth management, advisory, asset management, insurance, lending and related products and services on a global basis. ML & Co.’s investment management business being transferred to BlackRock, Inc. in the Transaction had $576.1 billion of assets under management as of March 31, 2006. MLIM offers a wide range2007. Following the Transaction, BlackRock, in consultation with the Board of investment management capabilities to retail and institutional
investors through proprietary and third-party distribution channels globally. MLIM’s asset management capabilities include equity, fixed income, money market, index, enhanced index and alternative investments, which are offered through vehicles such as mutual funds, privately managed accounts, and retail and institutional separate accounts. ML & Co., MLIM and their respective affiliates are sometimes referred to herein as “Merrill Lynch”.
BlackRock, Inc., a Delaware corporation formed in 1988 (together, with its subsidiaries, “BlackRock”), is oneeach of the largest publicly traded investment management-specific firmsfunds in the United States, with $463.1 billion of assets under management at March 31, 2006. BlackRock manages fixed income, cash management, equity and alternative investment products on behalf of institutional and individual investors worldwide. BlackRock also offers risk management, investment system outsourcing and financial advisory services to institutional investors under theBlackRock Solutions®brand name.
It is anticipated that following the closing of the Transaction, the majority of the Funds and any Advisers being transferred to BlackRock in the Transaction will operate under the BlackRock brand.
New BlackRock will be the largest publicly traded investment management-specific firm in the United States on the basis of pro forma combined assets under management as of December 31, 2005. Its shares of common stock will be listed on the New York Stock Exchange, Inc. (the “NYSE”). The board of directors of New BlackRock will consist of 17 members (nine independent, four New BlackRock management, two Merrill Lynch and two PNC Financial Services Group, Inc.). The audit, nominating and compensation committees of the board will consist exclusively of independent directors.
The strategic rationale of the Transaction for ML & Co. and BlackRock is to bring together the highly complementary strengths of MLIM and BlackRock in asset classes, investment products, distribution channels and global platforms and achieve the larger operating and financial scale necessary to compete effectively onFund complex, undertook a global basis. MLIM and BlackRock believe they share similar values and cultures with a commitment to teamwork and excellence and a strong emphasis on performance and regulatory compliance. ML & Co. believes that there are certain advantages to operating an investment advisory business as an independent company rather than as part of a diversified financial company in part because of differences between the broker-dealer and investment advisory businesses. Each business is distinct in terms of the services provided to and the relationship with customers, the marketing of such services, the compensation arrangements and the potential conflicts of interest involved. Broker-dealers and investment advisers operate under separate regulatory regimes which reflect these differences. The increased independencereview of the investment adviser may alleviate someadvisory operations it had acquired and the operations of the potential conflictsfunds formerly advised by MLIM with the goal of interest that exist between providing investment advisory servicesmoving the funds to a more cohesive and rational operating platform. BlackRock and the distribution of advisory services by broker-dealers.
The Funds have been advised by ML & Co. and BlackRock that the Transaction isBoards each discussed certain proposals designed to bring togetherachieve this goal. Specifically, the bestBoards discussed with BlackRock the possibility of both organizations including:
New BlackRock will offer investment management services in every major asset class, encompassing equity, fixed income, liquidity and alternative investments.
Access to Merrill Lynch’s industry-leading retail presence inconsolidating the U.S. and its strong reputation in Europe and Asia match up wellBoards. Discussions were held with BlackRock’s global institutional client base.
Useeach of the BlackRock brand provides a well-known, established brand that can be used in all channelsseven Boards and provides New BlackRock with a significant opportunity to access a larger U.S. third party retail distribution operation which inideas for consolidation were considered, including the caseappropriate number of MLIM is now constrained byBoards, the use of the Merrill Lynch brand.
New BlackRock is expected to have enhanced growth prospects both organically and through acquisitions due to the larger operational and financial scale and its ability to use the asset management-specific publicly traded stock of New BlackRock to make acquisitions.
| * | • | | MLIM is expectedIf you are a shareholder of a feeder Fund, you will be asked to benefit from accessvote in connection with matters applicable to BlackRock’s state of the art technology and risk management analytic tools, including the investment tools, outsourcing and advisory services to institutional investors provided under theyour feeder Fund’s respective master Fund (noted inBlackRock Solutions®Appendix Abrand name.). |
The enhanced scale and leverage and the singular focus on investment management should provide New BlackRock with opportunities to provide the highest quality client service, to attract and retain talented professionals as well as to enhance the ability to make ongoing reinvestments in the business and achieve cost efficiencies.
New BlackRock is expected to have over 4,500 employees in 18 countries and a major presence in most key markets, including the United States, the United Kingdom, Asia, Australia, the Middle East and Europe.
In anticipation of the Transaction, members of the Funds’ Boards have had aappropriate number of telephonicBoard Members and in person meetings and met both formally and in informational sessions during April and May 2006 and on June __, 2006, for purposes of, among other things, considering whether itwhich Board would be in the best interestssuited to oversee specific types of each Fundfunds (open-end equity, open-end fixed-income, open-end money market funds and its shareholders to approve the New Investment Advisory Agreement between each Fundclosed-end funds). These meetings were facilitated by outside counsel and BlackRock Advisors, Inc. (“BlackRock Advisors”). The 1940 Act requires that the New Investment Advisory Agreements be approved by the Funds’ shareholders in order to become effective. At the in person meetings, and for the reasons discussed below (see “Board Considerations” below), each Board, including a majority ofwere held among the Board Members who are not “interested persons,” as defined in the 1940 Act (“Independent(the “Independent Board Members”), approvedas well as with management personnel from BlackRock. Over the course of several months and numerous such meetings, consensus was reached on the appropriate structure for the New Boards, the number of New Boards, and the composition of those New Boards, as well as the funds each New Investment Advisory Agreement applicableBoard would oversee, and these results were proposed for consideration at each Board’s next in person meeting. Among BlackRock and the Boards’ proposals was a recommendation that the number of Boards overseeing the Funds be reduced by the election of a single New Board (Board A) intended to eachoversee the Group A Funds, a second New Board (Board B) intended to oversee the Group B Funds and a third New Board intended to oversee all closed-end funds. The proposals would result in a Fund complex overseen by three distinct New Boards. BlackRock, in consultation with the Boards, also proposed that the number of Board and recommended its approval by shareholders as being in the best interestsMembers who are “interested persons” of the Fund and its shareholders. In the event shareholders of a Fund do not approve the New Investment Advisory Agreement, the Fund’s Board will take such actionFunds as it deems to be in the best interests of the Fund and its shareholders. The Boards also have approved the issuance of new classes of shares for certain Funds and new distribution arrangements with respect to these new share classes, including higher distribution fees for certain new share classes, to take effect after the closing of the Transaction. The Boards also approved revised front-end sales charge schedules with respect to certain classes of shares of the Funds. For additional information regarding these changes, seewww.______.com.Additionally, the Boards considered and approved certain reorganizations involving the Funds and certain BlackRock funds.
Section 15(f) of the 1940 Act
In completing the Transaction, Merrill Lynch and BlackRock have agreed to comply with Section 15(f) of the 1940 Act. Section 15(f) provides in substance that when a sale of securities or a controlling interest in an investment adviser to an investment company occurs, the investment adviser or any of its affiliated persons may receive any amount or benefit in connection with the sale so long as two conditions are satisfied. The first condition of Section 15(f) is that during the three-year period following the consummation of a transaction, at least 75% of the investment company’s board must not be “interested persons” (as defined in the 1940 Act)Act consist of three (3) members of Board A and two (2) members of Board B and of the New Board overseeing the closed-end funds in the Fund complex.
At meetings held during May 2007, each Board determined that realigning the Boards into a smaller number of Boards may provide benefits to shareholders of the funds in the Fund complex. Each Board has reviewed the qualifications and backgrounds of the Nominees and believes that they are experienced in overseeing investment adviser or predecessor adviser. Each Fund’scompanies and are familiar with the Fund complex and with BlackRock Advisors. In addition, the Board currently meets this testMembers had the opportunity to meet their counterparts on other Boards in the Fund complex. The Board Members and BlackRock believe that: (i) a single New Board overseeing funds of a specific type may enhance that New Board’s efficiency by enabling Board Members to focus their attention on issues common to many of the funds overseen by the New Boards and to act to resolve these issues in a shorter time frame; (ii) realigning the Boards into three New Boards may reduce certain fund expenses, such as costs associated with holding Board meetings, committee meetings and, to the extent necessary, shareholder meetings; (iii) reducing the administrative costs and burden on fund management that are inherent in reporting to seven Boards may allow fund management to devote more time and resources to providing other services to the funds in the Fund complex, including to facilitate management’s high level planning and strategic initiatives for the entire Fund complex; (iv) having fewer Boards will facilitate more effective communication between fund management and the New Boards; (v) a smaller number of Boards may result in more efficient and effective presentations at New Board meetings; and (vi) a smaller number of Boards may benefit the funds and their shareholders by enhancing the effectiveness of New Board oversight of the funds, their management and their other service providers and may facilitate more uniform oversight of the funds in the Fund complex. The Funds do not expect to realize immediate savings on director compensation in the aggregate across all of the New Boards because the total number of Independent Board Members will not materially change. Board Member compensation costs might increase in the short run because of the larger size of the New Boards, but any such increase is not expected to do so afterbe material to any Fund. There could be future savings, however, if (as is anticipated) normal retirements reduce Board size. Independent Board Member compensation has not yet been established by the Transaction is completed. Second,New Boards. The Boards also reviewed the efficiencies sought to be gained through Board consolidation, focusing on, among other things, the significant reduction in the volume of Board materials required to be prepared by BlackRock Advisors and the funds’ other service providers for each of the seven quarterly Board meetings. Additionally, the Boards focused on ensuring that portfolio management time dedicated to keeping the multiple Boards up to date on performance and portfolio management issues across the seven Boards could be efficiently managed. The Board noted, as an “unfair burden” must not be imposedexample, that many senior portfolio managers currently attend many Board meetings each quarter and that if the Board consolidation were approved, such portfolio managers would only have to attend at most three Board meetings each quarter. The Boards also considered the benefits from a compliance perspective. In particular, the Boards considered that the seven Board structure resulted in the creation of four separate sets of compliance policies and procedures and compliance manuals, and that while these compliance materials are broadly consistent across the Fund complex, consolidating the Boards into the New Board structure would promote the adoption of uniform compliance policies and procedures for the appropriate funds overseen by each New Board. The Boards and BlackRock concluded that the Board consolidation would result in efficiencies in terms of compliance monitoring and oversight and would streamline New Board reporting and monitoring of fund compliance. These individual Board meetings were held during May 2007, and the proposals described in this Proxy Statement were considered and approved unanimously by those Board Members present at the May meetings. You are being asked to elect the Nominees of your Fund’s New Board. Each Nominee has consented to serve on the investment company asNew Board to which he or she has been nominated if elected by shareholders. If, however, before the election, any Nominee refuses or is unable to serve, proxies may be voted for a resultreplacement Nominee, if any, designated by the current Board Members. The nominations of the transaction relatingNominees listed below have been approved by the Board Members. Information about the Nominees of your Fund’s New Board is set forth in the sections below. Each Existing Board has determined that the number of Board Members shall be fixed at fifteen (15) for the Group A Funds and thirteen (13) for the Group B Funds. Nominees—Board A The Nominees for Board A, including their ages, their current position(s) with the Funds and length of time served, their principal occupations during at least the past five years, the number of funds in the Fund complex the Nominees oversee and would oversee, and any public company board memberships they hold are set forth below. Unless otherwise indicated, the address of each Nominee is P.O. Box 9095, Princeton, New Jersey 08543-9095. Each Nominee was nominated by the nominating committee of the Existing Board of each respective Fund. The Nominees also considered candidates for Chairman and Vice Chairman of Board A, and Robert M. Hernandez was selected to serve as Chairman and Fred G. Weiss was selected to serve as Vice Chairman of Board A. Richard S. Davis, Laurence D. Fink and Henry Gabbay are “interested persons” of all of the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden” (asfunds in the Fund complex as defined in the 1940 Act) includesAct by virtue of their positions with BlackRock and its affiliates described in the table below. | | | | | | | | | | | | | Name and Age | | Current
Position(s)
with Funds | | Length
of Time
Served* | | Principal Occupation(s)
During Past Five Years | | Number of Funds in
Fund Complex | | Other Board
Memberships
Held | | | | | Currently
Overseen | | To Be
Overseen | | Independent Nominees: | | | | | | | | | | | James H. Bodurtha Age: 63 | | Board Member of certain Funds | | Since
1995 | | Director, The China Business Group, Inc., since 1996 and Executive Vice President thereof from 1996 to 2003; Chairman of the Board, Berkshire Holding Corporation since 1980; Partner, Squire, Sanders & Dempsey from 1980 to 1993. | | 37 registered
investment
companies
consisting of
57 portfolios | | 38 registered
investment
companies
consisting of
100 portfolios | | None. | | | | | | | | Bruce R. Bond Age: 61 | | Board Member of certain Funds | | Since
2005 | | Retired; Trustee and member of the Governance Committee, State Street Research mutual funds (“SSR Funds”) (1997-2005). | | 3 registered
investment
companies
consisting of
63 portfolios | | 38 registered
investment
companies
consisting of
100 portfolios | | Director, Avaya, Inc. (information technology). | | | | | | | | Donald W. Burton Age: 63 | | Board Member of certain Funds | | Since
2002 | | Managing General Partner of The Burton Partnership, Limited Partnership (an investment partnership) since 1979; Managing General Partner of The South Atlantic Venture Funds since 1983; Member of the Investment Advisory Council of the Florida State Board of Administration since 2001. | | 21 registered
investment
companies
consisting of
32 portfolios | | 38 registered
investment
companies
consisting of
100 portfolios | | Director, Knology, Inc. (telecommunications); Director, Symbion, Inc. (health care); Director, Capital Southwest (financial). | | | | | | | | Stuart E. Eizenstat Age: 64 | | Board Member of certain Funds | | Since
2001 | | Partner and Head of International Practice, Covington & Burling (law firm) (2001-Present); Deputy Secretary of the Treasury (1999-2001); Under Secretary of State for Economic, Business and Agricultural Affairs (1997-1999); Under Secretary of Commerce for International Trade (1996-1997); U.S. Ambassador to the European Union (1993-1996). | | 3 registered
investment
companies
consisting of
63 portfolios | | 38 registered
investment
companies
consisting of
100 portfolios | | Director, UPS Corporation; Advisory Board member, The Coca-Cola Company; Advisory Board member, Group Menatep (energy); Advisory Board member, BT Americas (information technology). | | | | | | | | Kenneth A. Froot Age: 49 | | Board Member of certain Funds | | Since
2005 | | Professor, Harvard University since 1992; Professor, Massachusetts Institute of Technology from 1986 to 1992. | | 37 registered
investment
companies
consisting of
57 portfolios | | 38 registered
investment
companies
consisting of
100 portfolios | | None. |
| | | | | | | | | | | | | Name and Age | | Current
Position(s)
with Funds | | Length
of Time
Served* | | Principal Occupation(s)
During Past Five Years | | Number of Funds in
Fund Complex | | Other Board
Memberships
Held | | | | | Currently
Overseen | | To Be
Overseen | | Robert M. Hernandez Age: 62 | | Board Member of certain Funds | | Since
1996 | | Retired; Director (1991-2001), Vice Chairman and Chief Financial Officer (1994-2001), Executive Vice President-Accounting and Finance and Chief Financial Officer (1991-1994), USX Corporation (a diversified company principally engaged in energy and steel businesses). | | 3 registered
investment
companies
consisting of
63 portfolios | | 38 registered
investment
companies
consisting of
100 portfolios | | Lead Director, ACE Limited (insurance company); Director and Chairman of the Board, RTI International Metals, Inc.; Director, Eastman Chemical Company. | | | | | | | | John F. O’Brien Age: 64 | | Board Member of certain Funds | | Since
2005 | | Director of Amersco since 2006; President and Chief Executive Officer of Allmerica Financial Corporation (financial services holding company) from 1995 to 2002 and Director from 1995 to 2003; President of Allmerica Investment Management Co., Inc. (investment adviser) from 1989 to 2002, Director from 1989 to 2002 and Chairman of the Board from 1989 to 1990; President, Chief Executive Officer and Director of First Allmerica Financial Life Insurance Company from 1989 to 2002; and Director of various other Allmerica Financial companies until 2002; Director and member of the Audit Committee and the Governance and Nominating Committee from 1989 to 2006 of ABIOMED (medical device) manufacturer; Director and member of the Audit Committee and the Governance and Nominating Committee of Cabot Corporation since 1990; Director and member of the Audit Committee and Compensation Committee of LKQ Corporation since 2003; Lead Director of TJX Companies, Inc. since 2001 and member of the Compensation Committee; Trustee of the Woods Hole Oceanographic Institute since 2003. | | 21 registered
investment
companies
consisting of
32 portfolios | | 38 registered
investment
companies
consisting of
100 portfolios | | Director, Cabot Corporation (chemicals); LKQ Corporation (auto parts manufacturing); Director, TJX Companies, Inc. (retailer). |
| | | | | | | | | | | | | Name and Age | | Current
Position(s)
with Funds | | Length
of Time
Served* | | Principal Occupation(s)
During Past Five Years | | Number of Funds in
Fund Complex | | Other Board
Memberships
Held | | | | | Currently
Overseen | | To Be
Overseen | | Roberta Cooper Ramo Age: 64 | | Board Member of certain Funds | | Since
1999 | | Shareholder, Modrall, Sperling, Roehl, Harris & Sisk, P.A. since 1993. President, American Bar Association from 1995 to 1996 and Member of the Board of Governors thereof from 1994 to 1997; Shareholder, Poole, Kelly & Ramo, Attorneys at Law, P.C. from 1977 to 1993; Director of ECMC Group (service provider to students, schools and lenders) since 2001; Director, United New Mexico Bank (now Wells Fargo) from 1983 to 1988; Director, First National Bank of New Mexico (now Wells Fargo) from 1975 to 1976; Vice President, American Law Institute since 2004. | | 37 registered
investment
companies
consisting of
57 portfolios | | 38 registered
investment
companies
consisting of
100 portfolios | | None. | | | | | | | | Jean Margo Reid Age: 61 | | Board Member of certain Funds | | Since
2004 | | Self-employed consultant since 2001; Counsel of Alliance Capital Management (investment adviser) in 2000; General Counsel, Director and Secretary of Sanford C. Bernstein & Co., Inc. (investment adviser/broker-dealer) from 1997 to 2000; Secretary, Sanford C. Bernstein Fund, Inc. from 1994 to 2000; Director and Secretary of SCB, Inc. since 1998; Director and Secretary of SCB Partners, Inc. since 2000; and Director of Covenant House from 2001 to 2004. | | 46 registered
investment
companies
consisting of
48 portfolios | | 38 registered
investment
companies
consisting of
100 portfolios | | None. | | | | | | | | David H. Walsh Age: 65 | | Board Member of certain Funds | | Since
2003 | | Director, Ruckleshaus Institute and Haub School of Natural Resources of the University of Wyoming since 2006; Consultant with Putnam Investments from 1993 to 2003, and employed in various capacities from 1973 to 1992; Director, Massachusetts Audubon Society from 1990 to 1997; Director, The National Audubon Society from 1998 to 2005; Director, The American Museum of Fly Fishing since 1997. | | 21 registered
investment
companies
consisting of
32 portfolios | | 38 registered
investment
companies
consisting of
100 portfolios | | None. |
| | | | | | | | | | | | | Name and Age | | Current
Position(s)
with Funds | | Length
of Time
Served* | | Principal Occupation(s)
During Past Five Years | | Number of Funds in
Fund Complex | | Other Board
Memberships
Held | | | | | Currently
Overseen | | To Be
Overseen | | Fred G. Weiss Age: 65 | | Board Member of certain Funds | | Since
1998 | | Managing Director of FGW Associates since 1997; Vice President, Planning, Investment and Development of Warner Lambert Co. from 1979 to 1997; Director of Michael J. Fox Foundation for Parkinson’s Research since 2000; Director of BTG International PLC (a global technology commercialization company) since 2001. | | 21 registered
investment
companies
consisting of
32 portfolios | | 38 registered
investment
companies
consisting of
100 portfolios | | Director, Watson Pharmaceutical, Inc. (pharmaceutical company). | | | | | | | | Richard R. West Age: 69 | | Board Member of certain Funds | | Since
1978 | | Professor of Finance from 1984 to 1995, Dean from 1984 to 1993 and since 1995 Dean Emeritus of New York University’s Leonard N. Stern School of Business Administration. | | 46 registered
investment
companies
consisting of
48 portfolios | | 38 registered
investment
companies
consisting of
100 portfolios | | Director, Bowne & Co., Inc. (financial printer); Director, Vornado Realty Trust (real estate company); Director, Alexander’s, Inc. (real estate company). | | | | | | | Interested Nominees: | | | | | | | | | | | Richard S. Davis BlackRock, Inc. 40 E. 52nd Street New York, NY 10022 Age: 60 | | Board Member of certain Funds | | Since
2005 | | Managing Director, BlackRock, Inc. (since 2005); Chief Executive Officer, State Street Research & Management Company (2000-2005); Chairman of the Board of Trustees, SSR Funds (2000-2005); Senior Vice President, Metropolitan Life Insurance Company (1999-2000); Chairman, SSR Realty (2000-2004). | | 3 registered
investment
companies
consisting of
63 portfolios | | 184 registered
investment
companies
consisting of
171 portfolios | | None. | | | | | | | | Laurence D. Fink BlackRock, Inc. 40 E. 52nd Street New York, NY 10022 Age: 60 | | Board Member of certain Funds | | Since
2000 | | Chairman and Chief Executive Officer of BlackRock, Inc. since its formation in 1998 and of BlackRock, Inc.’s predecessor entities since 1988; Chairman of the Executive and Management Committees; formerly, Managing Director of the First Boston Corporation, Member of its Management Committee, Co-head of its Taxable Fixed Income Division and Head of its Mortgage and Real Estate Products Group; Chairman of the Board of several of BlackRock’s alternative | | 3 registered
investment
companies
consisting of
63 portfolios | | 38 registered
investment
companies
consisting of
100 portfolios | | Director, BlackRock, Inc. |
| | | | | | | | | | | | | Name and Age | | Current
Position(s)
with Funds | | Length
of Time
Served* | | Principal Occupation(s)
During Past Five Years | | Number of Funds in
Fund Complex | | Other Board
Memberships
Held | | | | | Currently
Overseen | | To Be
Overseen | | | | | | | | investment vehicles; Director of several of BlackRock’s offshore funds; Member of the Board of Trustees of New York University, Chair of the Financial Affairs Committee and a member of the Executive Committee, the Ad Hoc Committee on Board Governance, and the Committee on Trustees; Co-Chairman of the NYU Hospitals Center Board of Trustees, Chairman of the Development/Trustee Stewardship Committee and Chairman of the Finance Committee; Trustee of The Boys’ Club of New York. | | | | | | | | | | | | | | Henry Gabbay BlackRock, Inc. 40 E. 52nd Street New York, NY 10022 Age: 59 | | N/A | | N/A | | Consultant, BlackRock (since July 2007); Managing Director, BlackRock, Inc. (1989–June 2007); Chief Administrative Officer, BlackRock Advisors, LLC (1998-2007); President of BlackRock FundsSM and BlackRock Bond Allocation Target Shares (2005-2007); Treasurer of certain closed-end funds in the Fund complex (1989-2006). | | None. | | 184 registered
investment
companies
consisting of
171 portfolios | | None. |
| * | | Indicates the earliest year in which Nominee became a Board Member for a fund in the Fund complex. |
Joe Grills is expected to serve on the advisory board of each Group A Fund; however, Mr. Grills is not a Nominee and shareholders are not being asked to elect him to the New Board. It is anticipated that Mr. Grills will serve on each Group A Fund’s advisory board through December 31, 2007. | | | | | | | | | | | | | Name and Age | | Current
Position(s)
with Funds | | Length
of Time
Served* | | Principal Occupation(s)
During Past Five Years | | Number of Funds in
Fund Complex | | Other Board
Memberships
Held | | | | | Currently
Overseen | | To Be
Overseen | | Advisory Board Member: | | | | | | | | | | | Joe Grills Age: 72 | | Board Member of certain Funds | | Since
1993 | | Member of the Committee of Investment of Employee Benefit Assets of the Association of Financial Professionals (“CIEBA”) since 1986; Member of CIEBA’s Executive Committee since 1988 and its Chairman from 1991 to 1992; Assistant Treasurer of International Business Machines Corporation (“IBM”) and Chief Investment Officer of IBM Retirement Funds from 1986 to 1993; Member of the Investment Advisory Committee of the State of New York Common Retirement Fund from 1989 to 2006; Member of the Investment Advisory Committee of the Howard Hughes Medical Institute from 1997 to 2000; Director, Duke University Management Company from 1992 to 2004, Vice Chairman thereof from 1998 to 2004, and Director Emeritus since 2004; Director, LaSalle Street Fund from 1995 to 2001; Director, Kimco Realty Corporation since 1997; Member of the Investment Advisory Committee of the Virginia Retirement System since 1998, Vice Chairman thereof from 2002 to 2005, and Chairman thereof since 2005; Director, Montpelier Foundation since 1998, its Vice Chairman from 2000 to 2006, and Chairman, thereof, since 2006; Member of the Investment Committee of the Woodberry Forest School since 2000; Member of the Investment Committee of the National Trust for Historic Preservation since 2000. | | 37 registered
investment
companies
consisting of
57 portfolios | | 38 registered
investment
companies
consisting of
100 portfolios | | Director, Kimco Realty Corporation. |
| * | | Indicates the earliest year in which Advisory Board Member became a Board Member for a fund in the Fund complex. |
Nominees—Board B The Nominees for Board B, including their ages, their principal occupations during at least the past five years, their current position(s) with the Funds and length of time served, the number of funds in the Fund complex the Nominees oversee and would oversee, and any arrangement duringpublic company board memberships they hold are set forth below. Unless otherwise indicated, the two-year period afteraddress of each Nominee is P.O. Box 9095, Princeton, New Jersey 08543-9095. Each Nominee was nominated by the transaction wherebynominating committee of the investment adviser (or predecessor or successor adviser), or anyExisting Board of each respective Fund. The Nominees also considered candidates for Chairman of Board B, and Rodney D. Johnson and Ronald W. Forbes were each selected to serve as Co-Chairs of Board B. Richard S. Davis and Henry Gabbay are “interested person” (aspersons” of all of the funds in the Fund complex as defined in the 1940 Act)Act by virtue of such an adviser, receives or is entitled to receive any compensation, directly or indirectly, fromtheir positions with BlackRock and its affiliates described in the investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company). Merrill Lynch and BlackRock have agreed under the Transaction Agreement to conduct, and use reasonable best efforts to cause their respective affiliates to conduct, their respective businesses in compliance with the conditions of Section 15(f) in relation to any public funds advised by BlackRock or MLIM, respectively. The New Investment Advisory Agreementtable below.
As noted above, under the requirements of the 1940 Act, each Fund is required to enter into a new investment advisory agreement as a result of the Transaction. The Current Investment Advisory Agreements pursuant to which the Funds currently receive investment advisory services differ in many cases from Fund to Fund and in some cases contain different provisions as to the nature of the services provided. It is proposed that the Funds use this
| | | | | | | | | | | | | Name and Age | | Current
Position(s)
with Funds | | Length
of Time
Served* | | Principal Occupation(s)
During Past Five Years | | Number of Funds in
Fund Complex | | Other Board
Memberships
Held | | | 12 | | | Currently
Overseen | | To Be
Overseen | | Independent Nominees: | | | | | | | | | | | David O. Beim Age: 67 | | Board Member of certain Funds | | Since
1998 | | Professor of Finance and Economics at the Columbia University Graduate School of Business since 1991; Chairman of Outward Bound USA from 1997 to 2001; Chairman of Wave Hill, Inc. from 1990 to 2006; Trustee of Phillips Exeter Academy from 2002 to present. | | 17 registered
investment
companies
consisting of
24 portfolios | | 34 registered
investment
companies
consisting of
71 portfolios | | None. | | | | | | | | Ronald W. Forbes Age: 66 | | Board Member of certain Funds | | Since
1977 | | Professor Emeritus of Finance, School of Business, State University of New York at Albany since 2000 and Professor thereof from 1989 to 2000; International Consultant, Urban Institute, Washington, D.C. from 1995 to 1999. | | 46 registered
investment
companies
consisting of
48 portfolios | | 34 registered
investment
companies
consisting of
71 portfolios | | None. | | | | | | | | Dr. Matina Horner Age: 67 | | Board Member of certain Funds | | Since
2004 | | Retired; Executive Vice President of Teachers Insurance and Annuity Association and College Retirement Equities Fund (TIAA-CREF) (1989-2003). | | 3 registered
investment
companies
consisting of
63 portfolios | | 34 registered
investment
companies
consisting of
71 portfolios | | Member and Former Chair of the Board of the Massachusetts General Hospital Institute of Health Professions; Member and Former Chair of the Board of the Greenwall Foundation; Trustee, Century Foundation (formerly The Twentieth Century Fund); Director and Chair of the Audit Committee, N STAR (formerly |
| | | | | | | | | | | | | Name and Age | | Current
Position(s)
with Funds | | Length
of Time
Served* | | Principal Occupation(s)
During Past Five Years | | Number of Funds in
Fund Complex | | Other Board
Memberships
Held | | | | | Currently
Overseen | | To Be
Overseen | | | | | | | | | | | | | | called Boston Edison) (electric and gas); Director, The Neiman Marcus Group; Honorary Trustee, Massachusetts General Hospital Corporation. | | | | | | | | Rodney D. Johnson Age: 65 | | N/A | | N/A | | President, Fairmount Capital Advisors, Inc.; Director, Fox Chase Cancer Center; Member of the Archdiocesan Investment Committee of the Archdiocese of Philadelphia. | | 1 registered
investment
company
consisting of
10 portfolios | | 34 registered
investment
companies
consisting of
71 portfolios | | None. | | | | | | | | Herbert I. London Age: 68 | | Board Member of certain Funds | | Since
1987 | | Professor Emeritus, New York University since 2005; John M. Olin Professor of Humanities, New York University from 1993 to 2005; and Professor thereof from 1980 to 2005; President, Hudson Institute since 1997 and Trustee thereof since 1980; Dean, Gallatin Division of New York University from 1976 to 1993; Distinguished Fellow, Herman Kahn Chair, Hudson Institute from 1984 to 1985; Chairman of the Board of Directors of Vigilant Research, Inc. since 2006; Member of the Board of Directors for Grantham University since 2006; Director of AIMS since 2006; Director of Reflex Security since 2006; Director of InnoCentive, Inc. since 2006; Director of Cerego, LLC since 2005; Director, Damon Corporation from 1991 to 1995; Overseer, Center for Naval Analyses from 1983 to 1993. | | 37 registered
investment
companies
consisting of
57 portfolios | | 34 registered
investment
companies
consisting of
71 portfolios | | None. |
| | | | | | | | | | | | | Name and Age | | Current
Position(s)
with Funds | | Length
of Time
Served* | | Principal Occupation(s)
During Past Five Years | | Number of Funds in
Fund Complex | | Other Board
Memberships
Held | | | | | Currently
Overseen | | To Be
Overseen | | Cynthia A. Montgomery Age: 54 | | Board Member of certain Funds | | Since
1993 | | Professor, Harvard Business School since 1989; Associate Professor, J.L. Kellogg Graduate School of Management, Northwestern University from 1985 to 1989; Associate Professor, Graduate School of Business Administration, University of Michigan from 1979 to 1985; Director, Harvard Business School Publishing since 2005; Director, McLean Hospital since 2005. | | 46 registered
investment
companies
consisting of
48 portfolios | | 34 registered
investment
companies
consisting of
71 portfolios | | Director, Newell Rubbermaid, Inc. (manufacturing). | | | | | | | | Joseph P. Platt, Jr. Age: 59 | | N/A | | N/A | | Partner, Amarna Corporation, LLC (private investment company); Chairman of the Board, Restaurant Insurance Holding; Director, Jones & Brown (Canadian insurance broker); Director, Greenlight Re (reinsurance company); Partner, Amarna Financial (private investment company); Former Director and Executive Vice President, Johnson and Higgins. | | 1 registered
investment
company
consisting of
10 portfolios | | 34 registered
investment
companies
consisting of
71 portfolios | | None. | | | | | | | | Robert C. Robb, Jr. Age: 61 | | N/A | | N/A | | Partner, Lewis, Eckert, Robb & Company (management and financial consulting firm); former Trustee, EQK Realty Investors; former Director, Tamaqua Cable Products Company; former Director, Brynwood Partners; former Director, PNC Bank; former Director, Brinks, Inc. | | 1 registered
investment
company
consisting of
10 portfolios | | 34 registered
investment
companies
consisting of
71 portfolios | | None. | | | | | | | | Toby Rosenblatt Age: 68 | | Board Member of certain Funds | | Since
2005 | | President (since 1999) and Vice President - General Partner (since 1990), Founders Investments Ltd. (private investments); Director, Forward Management, LLC (since 2007); Director, ReFlow Management, LLC (since 2007); Trustee, SSR Funds (1990-2005); Trustee, Metropolitan Series Funds, Inc. (2001-2005). | | 3 registered
investment
companies
consisting of
63 portfolios | | 34 registered
investment
companies
consisting of
71 portfolios | | Director, A.P. Pharma, Inc.; Trustee, The James Irvine Foundation (since 1997). |
| | | | | | | | | | | | | Name and Age | | Current
Position(s)
with Funds | | Length
of Time
Served* | | Principal Occupation(s)
During Past Five Years | | Number of Funds in
Fund Complex | | Other Board
Memberships
Held | | | | | Currently
Overseen | | To Be
Overseen | | Kenneth L. Urish Age: 56 | | N/A | | N/A | | Managing Partner, Urish Popeck & Co. LLC (certified public accountants and consultants); External Advisory Board, The Pennsylvania State University Accounting Department; Trustee, The Holy Family Foundation; AlphaSource Procurement Systems, LP.; President and Trustee, Pittsburgh Catholic Publishing Associates. | | 1 registered
investment
company
consisting
of 10
portfolios | | 34 registered
investment
companies
consisting of
71 portfolios | | Director, Inter-Tel (Delaware), Incorporated (business communications). | | | | | | | | Frederick W. Winter Age: 62 | | N/A | | N/A | | Professor and Dean Emeritus (2005-present) and Dean (1997-2005), Joseph M. Katz School of Business – University of Pittsburgh. | | 1 registered
investment
company
consisting
of 10
portfolios | | 34 registered
investment
companies
consisting of
71 portfolios | | Director, Alkon Corporation (1992-present); Director, Indotronix International (2004-present); Director, Tippman Sports (2005- present). | | | | | | | Interested Nominees: | | | | | | | | | | | Richard S. Davis BlackRock, Inc. 40 E. 52nd Street New York, NY 10022 Age: 60 | | Board Member of certain Funds | | Since
2005 | | Managing Director, BlackRock, Inc. (since 2005); Chief Executive Officer, State Street Research & Management Company (2000–2005); Chairman of the Board of Trustees, State Street Research mutual funds (“SSR Funds”) (2000–2005); Senior Vice President, Metropolitan Life Insurance Company (1999–2000); Chairman, SSR Realty (2000–2004). | | 3 registered
investment
companies
consisting
of 63
portfolios | | 184 registered
investment
companies
consisting of
171 portfolios | | None. | | | | | | | | Henry Gabbay BlackRock, Inc. 40 E. 52nd Street New York, NY 10022 Age: 59 | | N/A | | N/A | | Consultant, BlackRock (since July 2007); Managing Director, BlackRock, Inc. (1989-June 2007); Chief Administrative Officer, BlackRock Advisors, LLC (1998-2007); President of BlackRock FundsSM and BlackRock Bond Allocation Target Shares (2005-2007); Treasurer of certain closed-end funds in the Fund complex (1989–2006). | | None | | 184 registered
investment
companies
consisting of
171 portfolios | | None. |
| * | | Indicates the earliest year in which Nominee became a Board Member for a fund in the Fund complex. |
opportunity
David R. Wilmerding, Jr. is expected to both standardizeserve on the terms of the agreements used in the fund complex and to update the agreements. Although the languageadvisory board of each Fund’s agreement may vary, itGroup B Fund; however, Mr. Wilmerding is proposed that the basic management arrangements applicablenot a Nominee and shareholders are not being asked to a Fund not change. The fees to be paid and services to be provided under the New Investment Advisory Agreement applicable to a Fund will be no higher than the fees under that Fund’s Current Investment Advisory Agreement. Under the New Investment Advisory Agreements, BlackRock Advisors will provide the same level of advisory and, as applicable, administrative services to each Fund as provided under the Current Investment Advisory Agreements. The schedule of fees payable under a Fund’s New Investment Advisory Agreement will be identical to the schedule of fees currently payable by that Fund under its Current Investment Advisory Agreement, except that additional breakpoints have been added to the advisory fee schedule for certain Funds that would have the effect of lowering those Funds’ average fee rates if the Funds grow in size. MLIM has agreed to institute these additional breakpoints for these Funds on a voluntary basis under the Current Investment Advisory Agreements. Therefore, assuming identical asset levels, the fees payable to BlackRock Advisors under each New Investment Advisory Agreement will in each case be no greater than the aggregate fees currently payable to the Advisers by the Fund for investment advisory and fund administration services. In addition, Merrill Lynch and BlackRock have assured the Boards that the same level of advisory and administrative services will be provided to each Fund under the New Investment Advisory Agreements as are currently provided under the Current Investment Advisory Agreements and any separate administrative agreements. Merrill Lynch and BlackRock have assured the Board of each Fund that the nature and scope of services provided under the Current Investment Advisory Agreements will continue undiminished under the New Investment Advisory Agreements.
Comparison of Current Investment Advisory Agreementselect him to the New Investment Advisory AgreementsBoard. It is anticipated that Mr. Wilmerding will serve on each Group B Fund’s advisory board through December 31, 2007.
| | | | | | | | | | | | | Name and Age | | Current
Position(s)
with Funds | | Length
of Time
Served* | | Principal Occupation(s)
During Past Five Years | | Number of Funds in
Fund Complex | | Other Board
Memberships
Held | | | | | Overseen | | To Be
Overseen | | Advisory Board Member: | | | | | | | | | | | David R. Wilmerding, Jr. Age: 72 | | Board Member of certain Funds | | Since
1996 | | Retired; Chairman, Wilmerding & Associates, Inc. (investment advisers) (until 2005); Chairman, Coho Partners, Ltd. (investment advisers) (2003-2005). | | 3 registered
investment
companies
consisting
of 63
portfolios | | 34 registered
investment
companies
consisting of
71 portfolios | | Director, Beaver Management Corporation (land management corporation); Managing General Partner, Chestnut Street Exchange Fund (investment company), Chairman since 2006; Director, Peoples First, Inc. (bank holding Company) (2001-2004). |
| * | | Indicates the earliest year in which Advisory Board Member became a Board Member for a fund in the Fund complex. |
General Information Regarding the Boards Set forth below is a general descriptionCompensation: Information relating to compensation paid to the Independent Board Members of the terms of the New Investment Advisory Agreements and a general comparison with the terms of the Current Investment Advisory Agreements. A copy of the form of the New Investment Advisory AgreementExisting Boards for each Fund is attached to this Joint Proxy Statement asAppendix Dand you should refer toAppendix Dfor the complete terms of your Fund’s New Investment Advisory Agreement. A more detailed comparison of the proposed New Investment Advisory Agreement with a standard form of Current Investment Advisory Agreementmost recent fiscal year is set forth inAppendix C.
Fees.There No compensation information is no change in the scheduleshown for Board Members whose term of fees payable by any Fund under its New Investment Advisory Agreement for investment advisory and, if applicable, for fund administration services, except that breakpoints were added to the investment advisory fee scheduleoffice will not continue, for certain Funds that would haveidentified inAppendix C, after November 1, 2007.
Equity Securities Owned by the effectNominees: Information relating to the amount of lowering those Funds’ average fee rates ifequity securities owned by the Nominees in the Funds grow in size, as indicated inAppendix G. MLIM has agreedthat they are nominated to institute these additional breakpoints for these Funds on a voluntary basis under the Current Investment Advisory Agreements. In addition, with respect to certain Funds, the Advisers have either contractually or voluntarily agreed to waive advisory fees or reimburse the Fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, and extraordinary expenses), as a percentage of its average net assets, exceeds the rates agreed to in the existing fee waiver or expense limitation agreements. MLIM and BlackRock have agreed, for the time being, to continue any such fee waivers or expense reimbursements on the same terms and conditions. Fees for investment advisory, and, if applicable, for fund administration services will be paid by each Fund as a percentage of such Fund’s average net assets. For more information about the fee paid by each Fund, seeAppendix Gwhich lists the rate of compensation described in each Fund’s Current Investment Advisory Agreement and New Investment Advisory Agreement. Amounts paid (after waivers and reimbursements, if any) by each Fund to its Adviser or an affiliate of the Adviser during the Fund’s last fiscal year are shown inAppendix I.
Investment Advisory Services.Each New Investment Advisory Agreement generally provides that, subject to the direction and control of the Fund’s Board, BlackRock Advisors will (a) act as investment adviser for and supervise and manage the investment and reinvestment of the Fund’s assets with complete discretion in purchasing and selling securities and other assets for the Fund and in voting, exercising consents and exercising all other rights pertaining to such securities and other assets on behalf of the Fund, (b) supervise continuously the investment program of the Fund and the composition of its investment portfolio, (c) arrange, subject to the restrictions of the Fund’s organizational documents, the provisions of the 1940 Act and the Investment Advisers Act of 1940, as
amended (the “Advisers Act”), and the Fund’s investment objectives and policies, and the applicable rules and regulations of the Securities and Exchange Commission (“Commission”), and other applicable federal and state law,oversee, as well as any specific policies and determinationsother funds in the Fund complex, as of March 31, 2007 is set forth inAppendix D.
Attendance of Board Members at Shareholders’ Meetings: No Registrant has a policy with regard to attendance of Board Members at shareholders’ meetings. Existing Board Meetings: Information relating to the number of times that the Existing Boards on which the Board Members served met during the most recent fiscal year is set forth inAppendix E. Standing Committees of the Fund’s Board disclosedExisting Boards: Information relating to BlackRock Advisors, for the purchase and sale of securities and other assets held in the investment portfoliovarious standing committees of the Fund; and (d) provide investment research to the Fund. Each Current Investment Advisory Agreement provides for substantially similar services.Existing Boards is set forth inAppendix F. Under each Fund’s New Investment Advisory Agreement, BlackRock Advisors also will place orders either directly with the issuer or with any broker or dealer. In placing orders with brokers and dealers, BlackRock Advisors will attempt to obtain the best price and the most favorable execution of its orders. Consistent with this obligation, BlackRock Advisors may select brokers on the basis Officers of the research, statistical and pricing services they provide toFunds Information about the Fund and other clientsofficers of BlackRock Advisors. Subject to this requirement and the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, BlackRock Advisors may select brokers and dealers with which it or the Fund is affiliated. Each Current Investment Advisory Agreement also contains substantially similar provisions regarding the selection of brokers or dealers to execute transactions on behalf of a Fund. The New Investment Advisory Agreement for each Fund, provides thatincluding their ages and their principal occupations during the servicespast five years, is set forth inAppendix H.
Indemnification of BlackRock Advisors are not exclusive to the Funds,Board Members and BlackRock Advisors and its affiliates may render services to others. Each Current Investment Advisory Agreement contains the same provision.Officers The New Investment Advisory Agreement forgoverning documents of each Fund providesRegistrant generally provide that, BlackRock Advisors may to the extent permitted by applicable law, appoint onethe Registrant will indemnify its Board Members and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Registrant, unless, as to liability to the Registrant or more sub-advisers, including affiliatesits investors, it is finally adjudicated that they engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of BlackRock Advisors,the duties involved in their offices. The Registrants organized under Massachusetts law generally prohibit indemnification where it is finally adjudicated that those seeking indemnification did not act in good faith in the reasonable belief that their actions were in the best interests of the Massachusetts Trust. For Registrants incorporated under Maryland law, indemnification is not permitted in the case of actions or omissions committed in bad faith or as a result of active and deliberate dishonesty, which are material to perform investment advisory servicesthe matter giving rise to the proceeding, or with respect to which an improper personal benefit in money, property or services was received or, in the Funds.case of a criminal proceeding, committed with reasonable cause to believe that the action or omission was unlawful. Indemnification provisions contained in a Registrant’s governing documents are subject to any limitations imposed by applicable law. The funds in the Fund complex have also entered into a separate indemnification agreement with the Board Members of each Board (the “Indemnification Agreement”). The Indemnification Agreement (i) extends the indemnification provisions contained in a fund’s governing documents to Board Members who leave that fund’s Board and serve on an advisory board of a different fund in the Fund complex; (ii) sets in place the terms of the indemnification provisions of a fund’s governing documents once a Board Member retires from a Board and (iii) in the case of Board Members who leave a Board of a fund in connection with the Board consolidation contemplated by this Joint Proxy Statement, clarifies that that fund continues to indemnify the Board Member for claims arising out of his or her past service to that fund. Your Existing Board recommends that you vote “FOR” the election of each of the Nominees to Board A or Board B, as applicable. PROPOSAL 2—TO CHANGE THE INVESTMENT OBJECTIVE OF EACH OF BLACKROCK BOND FUND AND MASTER BOND PORTFOLIO The prospectus of BlackRock Advisors may terminate any orBond Fund (“Bond Fund”), a series of BlackRock Bond Fund, Inc., states that the primary objective of Bond Fund is to provide shareholders with as high a level of current income as is consistent with the investment policies of Bond Fund. As a secondary objective, Bond Fund seeks capital appreciation when consistent with its primary objective. Bond Fund is organized in a “master/feeder” structure and is a feeder fund that invests all sub-advisersof its assets in the Master Bond Portfolio, a series of Master Bond LLC, that has the same investment objective and strategies as Bond Fund. The Existing Board of BlackRock Bond Fund, Inc. and the Existing Board of Master Bond LLC are proposing that Bond Fund and Master Bond Portfolio each amend its sole discretion at any timeinvestment objective from the objective as stated above to the extent permitted by applicable law. A similar provision is included in manyfollowing:to realize a total return that exceeds that of the Current Investment Advisory Agreements. ItLehman Brothers U.S. Aggregate Index. The Lehman Brothers U.S. Aggregate Index is anticipatedcurrently the benchmark index of Bond Fund and Master Bond Portfolio and is a widely recognized unmanaged market-weighted index, comprised of investment-grade corporate bonds rated BBB or better, mortgages and U.S. Treasury and Government agency issues with at least one year to maturity. The investment objective of each of Bond Fund and Master Bond Portfolio will remain a fundamental policy that pursuantmay be changed only by shareholder vote. If the amended investment objective is approved by shareholders, Bond Fund will change its name from “BlackRock Bond Fund” to “BlackRock Total Return Fund.” The investment objective of Total Return is to realize a total return that exceeds that of the Lehman Brothers U.S. Aggregate Index. The investment objective of Master Bond Portfolio and Bond Fund is to seek, as a primary objective, to provide shareholders with as high a level of current income as is consistent with the investment policies and, as a secondary objective, to seek capital appreciation when consistent with its primary objective. The principal risks of investing in Bond Fund and Master Bond Portfolio will not be changed in any material respect by this provision,change in investment objective. The change in investment objective, however, may provide the portfolio management team with greater flexibility in managing the portfolio. Shareholders are being asked to approve a change in the investment objective of Bond Fund and Master Bond Portfolio in complianceconnection with Commission rules and interpretations, BlackRock Advisors may appoint one or more affiliates to act as sub-advisers for some ora proposed tax-free reorganization in which Bond Fund will acquire all of the Funds. Subject to approvalassets of BlackRock Total Return Portfolio (“Total Return”), a portfolio of BlackRock Funds II, in exchange for shares of common stock of Bond Fund and the assumption by Bond Fund of certain stated liabilities of Total Return (the “Reorganization”). As is currently the case for Bond Fund, the combined fund will invest all of its assets in the Master Bond Portfolio as part of a specific Fund’sfeeder fund in a master/feeder structure. After completion of the Reorganization, the Master Bond Portfolio is expected to be managed by the portfolio management team that includes members that have managed Total Return during its entire operating history and in the same manner as Total Return is currently managed. The portfolio management team has also managed Master Bond Portfolio since October 2006. Shareholders of Total Return are being asked to consider and approve the proposed Reorganization. Shareholders of Bond Fund and Master Bond Portfolio are not required, and are not being asked, to vote on the Reorganization. If shareholders do not approve this change in investment objective, the Reorganization will not be consummated as contemplated and the Funds will continue to be managed separately and in accordance with their stated investment objective and policies. If the proposed change in the investment objective of Bond Fund and Master Bond Portfolio is approved by shareholders at the Meeting, the prospectus and statement of additional information of BlackRock Bond Fund, Inc. and Master Bond LLC will be revised, as appropriate, to reflect this change to the fundamental investment objective. The shareholders of Bond Fund will also vote on the change in the investment objective of Master Bond Portfolio. The Existing Board of BlackRock Advisors may appoint affiliated sub-advisers under certain conditions without shareholder approval under current applicable law.Bond Fund, Inc. and the Existing Board of Master Bond LLC recommend that the shareholders of Bond Fund and Master Bond Portfolio vote FOR the proposed change in the fundamental investment objective. Fund Administration Services.Except as discussed below, under the New Investment Advisory AgreementVOTE REQUIRED AND MANNER OF VOTING PROXIES
A quorum of shareholders is required to take action at each Meeting. The quorum requirement for each Fund BlackRock Advisors is obligated to provide, or arrange for its affiliates to provide, certain administrative services on behalfset forth inAppendix B. For all Funds that are organized as a series of a Registrant, a quorum of the Fund. These administrative services include furnishing office facilities and equipment and clerical, bookkeeping and administrative services (other than such services provided by a Fund’s custodian, transfer agent and dividend disbursing agent and other service providers) to a Fund. To the extent requested by a Fund, BlackRock Advisors will provide other administrative services, including overseeing the maintenance by a Fund’s custodian and transfer agent and dividend disbursing agent of certain books and recordsshareholders of a Registrant as a whole is required in order for that Registrant to take any action at the Meeting with respect to Proposal 1 as it applies to the particular Registrant, and a quorum of the Bond Fund and consultingMaster Bond Portfolio, respectively, is required to take any action at the Meeting with the Fund’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policiesrespect to Proposal 2. The shareholders of a Fund and monitoring financial and shareholder accounting services. The Current Investment Advisory Agreement for each Fund exceptorganized as discussed below, provides for substantially similar administration services. The Funds listed below will have separate administration agreements with BlackRock Advisors or one of its affiliates pursuant to which the administrative services discussed above will be provided:
ML Basic Value* | CMA Money | Mercury Basic Value | WCMA Money | ML Value Opportunities | CMA Government Securities | ML Strategy Growth and Income | WCMA Government Securities | ML Strategy Long-Term Growth | CMA Tax-Exempt | ML Strategy All-Equity | WCMA Tax-Exempt | ML Aggregate Bond Index | CMA Treasury | ML International Index | WCMA Treasury | ML S&P 500 Index | ML Senior Floating Rate | ML Small Cap Index | ML Senior Floating Rate II |
ML Global Financial Services | ML International | ML U.S. High Yield | ML Real Investment | ML Focus Twenty | ML Inflation Protected | ML Large Cap Growth | Multi-Strategy Hedge Opportunities | ML Large Cap Value | ML Premier Institutional | ML Large Cap Core | ML Institutional | ML Low Duration | ML Institutional Tax-Exempt | ML International Value | ML Institutional Treasury | ML Small Cap Growth | ML Institutional Government | | |
* | | ML Basic Value’s administration agreement provides that the entire administration fee is waived. |
The Funds listed inAppendix Ain the table “Master/Feeder Funds” are each organizeda feeder fund in a master/feeder structure (identified inAppendix A) in which the Feedersuch Fund invests all or substantially all of its assets in a corresponding Master Trust with the same investment objectives and strategies as the relevant Feeder Fund. As long as a Feedermaster Fund remains in a master/feeder structure, all administrative services will be provided at the feeder level.
Regardless of whether a Fund receives administrative services under its Current Investment Advisory Agreement or under a separate administration agreement, Merrill Lynch and BlackRock have assured the Boards that the nature and level of administrative services provided to the Funds will not be diminished as a result of the Transaction or the implementation of the New Investment Advisory Agreements. In addition, any fees for administrative services, whether payable under a Current Investment Advisory Agreement or a separate administrative agreement, will not increase as a result of the Transaction or the New Investment Advisory Agreement.
Payment of Expenses.The New Investment Advisory Agreements require BlackRock Advisors to bear all costs and expenses of its employees and any overhead incurred in connection with its duties under the New Investment Advisory Agreement and to bear the costs of any salaries or fees of any officers or Board Members of the Fund who are affiliated persons (as defined in the 1940 Act) of BlackRock Advisors; provided that the Board of the Fund may approve reimbursement to BlackRock Advisorsseries of a pro-rata portion of certain employment costs for the time spentcorresponding master Fund will also vote on Fund operations (including, without limitation, compliance matters) (other than the provision of investment advice and administrative services required to be provided under the New Investment Advisory Agreement) of all personnel employed by BlackRock Advisors who devote substantial time to Fund operations or the operations of other investment companies advised by BlackRock Advisors.
In addition, in the New Investment Advisory Agreement of ML Balanced Capital, as is the case in the Current Investment Advisory Agreement of ML Balanced Capital, the Adviser will continue to be responsible for providing all accounting services to the Fund.
Except for these expenses detailed above, BlackRock Advisors is not responsible for a Fund’s expenses.
The provisions contained in each Fund’s New Investment Advisory Agreement addressing allocation of expenses is substantially similar in all material respects to those contained in that Fund’s Current Investment Advisory Agreement.
Limitation on Liability.Under each Fund’s New Investment Advisory Agreement, BlackRock Advisors will not be liable for any error of judgment or mistake of law or for any loss suffered by BlackRock Advisors or by the Fund in connection with the performance of the New Investment Advisory Agreement, except a loss resulting from a breach of fiduciary dutyProposal 1 with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under the New Investment Advisory Agreement. Other than the identityelection of the Fund and the Adviser, each Fund’s Current Investment Advisory Agreement includes a similar provision.
Indemnity. Under each Fund’s New Investment Advisory Agreement, the Fund may, in the Board’s discretion, indemnify BlackRock Advisors, and each of BlackRock Advisors’ directors, officers, employees, agents, associates and controlling persons and such persons’ directors, partners, members, officers, employees and agents (each such
person being an “Indemnitee”) against any liabilities and expenses, reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party while acting for the Fund, unless the Indemnitee is adjudicated notNominees to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Fund, and, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful and so long as the conduct was not arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee’s position. Each Fund’s Current Investment Advisory Agreement does not include a similar indemnity provision.
Term and Continuance.If approved by shareholders of a Fund, the New Investment Advisory Agreement for the Fund will terminate, unless sooner terminated as set forth therein and discussed below, two years from the date of implementation unless the continuation is specifically approved as set forth below. Thereafter, if not terminated, each New Investment Advisory Agreement will continue in effect from year to year if such continuance is specifically approved at least annually by both (a) the vote of a majority of the Fund’s Board or the vote of a majority of the outstanding voting securities of the Fund, and (b) the vote of a majority of the Board Members who are not parties to the New Investment Advisory Agreement or “interested persons” (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. The Current Investment Advisory Agreements have similar provisions for their term and continuance, although the initial dates of the Agreements differ and the initial two year period has elapsed in most cases.
A vote of a “majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the voting securities of the Fund that are present at a meeting called for the purpose of voting on such approval or represented by proxy if holders of shares representing more than 50% of the outstanding voting securities of the Fund are present or represented by proxy or (ii) more than 50% of the outstanding voting securities of the Fund (a “1940 Act Majority”).
Termination.Each Fund’s New Investment Advisory Agreement generally provides that the Agreement may be terminated at any time, without the payment of any penalty, by the Fund upon giving BlackRock Advisors 60 days’ notice (which notice may be waived by BlackRock Advisors), provided that such termination by the Fund is directed or approved by the vote of a majority of the Board Members of the Fund in office at the time or by the vote of the holders of a 1940 Act Majority of the outstanding voting securities of the Fund, or by BlackRock Advisors on 60 days’ written notice (which notice may be waived by the Fund). Each New Investment Advisory Agreement will also immediately terminate in the event of its “assignment” (as defined in the 1940 Act). The Current Investment Advisory Agreements contain similar termination provisions.
Board Considerations
At the telephonic and in person meetings held during April and May 2006 and on June __, 2006, the Board of each Fund, including the Independent Board Members, discussed and approved the New Investment Advisory Agreement between the Fund and BlackRock Advisors. The exact dates of each Board’s approval of the New Investment Advisory Agreement is noted inAppendix H.
To assist the Boards in their consideration of the New Investment Advisory Agreements, BlackRock provided materials and information about BlackRock, including its financial condition and asset management capabilities and organization, and Merrill Lynch provided materials and information about the Transaction. The Independent Board Members, through their independent legal counsel, also requested and received additional information from Merrill Lynch and BlackRock in connection with their consideration of the New Investment Advisory Agreements. The additional information was provided in advance of each May 2006 meeting. In addition, the Independent Board Members consulted with their counsel and Fund counsel on numerous occasions, discussing, among other things, the legal standards and certain other considerations relevant to the Board Members’ deliberations.
At the Board meetings, members of the Boards discussed with Merrill Lynch management and certain BlackRock representatives the Transaction and BlackRock’s general plans and intentions regarding the Funds. At these Board meetings, representatives of Merrill Lynch and BlackRock made presentations to and responded to questions from the Boards. The Board Members also inquired about the plans for and anticipated roles and
responsibilities of certain employees and officers of MLIM being transferred to BlackRock in connection with the Transaction. The Independent Board Members of each Board also conferred separately and with their counsel about the Transaction and other matters related to the Transaction, including certain Fund reorganizations, on a number of occasions, including in connection with the April, May and June 2006 meetings. After the presentations and after reviewing the written materials provided, the Independent Board Members met in executive sessions with their counsel to consider the New Investment Advisory Agreements.
In connection with their review of the New Investment Advisory Agreements, the Board Members were advised by ML & Co. and/or BlackRock about the following, among other things:
the strategic rationale for the Transaction discussed above under “Description of the Transaction”;
that BlackRock is an experienced and respected asset management firm;
that management of Merrill Lynch and BlackRock have advised the Boards that following the Transaction, there is not expected to be any diminution in the nature, quality and extent of services provided to the Funds and their shareholders by BlackRock Advisors, including compliance services;
that operation of New BlackRock as an independent investment management firm will enhance its ability to attract and retain talented professionals and the potential benefits to Fund shareholders from this;
| • | | that the Funds should benefit from having access to BlackRock’s state of the art technology and risk management analytic tools, including investment tools, provided under the BlackRock Solutions® brand name; |
that BlackRock has no present intention to alter the expense waivers and reimbursements currently in effect and, while it reserves the right to do so in the future, it would seek the approval of the applicable Boards before making any changes;
that BlackRock and Merrill Lynch will enter into an agreement, for an initial three year period and automatically renewable from year to year thereafter, in connection with the Transaction under which Merrill Lynch-affiliated broker-dealers will continue to offer the Funds as investment products, and the potential benefits to Fund shareholders from this access;
that BlackRock Advisors will have substantially the same access to the Merrill Lynch sales force when distributing shares of the Funds as is currently provided to MLIM and that other arrangements between MLIM and Merrill Lynch sales channels will be preserved;
that the Funds will have access to BlackRock’s network of third party brokers, retirement plan platforms and registered investment advisers, and the potential growth in net assets from this enhanced distribution breadth; and
that under the Transaction Agreement, Merrill Lynch and BlackRock have agreed to conduct, and use reasonable best efforts to cause their respective affiliates to conduct, their respective businesses in compliance with the conditions of Section 15(f) of the 1940 Act in relation to any public funds advised by BlackRock or MLIM, respectively.
The Board Members considered the information provided by ML & Co. and BlackRock above, and, among other things, the following:
the potential benefits to Fund shareholders from being part of a combined fund family with BlackRock-sponsored funds, including possible economies of scale and access to investment opportunities;
the reputation, financial strength and resources of BlackRock and its investment advisory subsidiaries and the anticipated financial strength and resources of New BlackRock;
that Merrill Lynch and BlackRock would derive benefits from the Transaction and that, as a result, they have a different financial interest in the matters that were being considered than do Fund shareholders;
| • | | the terms and conditions of the New Investment Advisory Agreements, including the fact that the schedule of each Fund’s total advisory and administrative fees will not increase by virtue of the New Investment Advisory Agreements, but will remain the same for most Funds or, in some cases, that breakpoints were added to the advisory fee schedules that would have the effect of lowering those Funds’ average fee rates if the Funds grow in size (see “Comparison of Current Investment Advisory Agreements to the New Investment Advisory Agreements” above and Appendix C); |
| • | | that within the past year each Board had performed a full annual review of or initially approved, if applicable, the Current Investment Advisory Agreement as required by the 1940 Act and has determined that each applicable Adviser has the capabilities, resources and personnel necessary to provide the advisory and administrative services currently provided to each Fund; and that the advisory and/or management fees paid by each Fund, taking into account any applicable agreed-upon fee waivers and breakpoints, represent reasonable compensation to the Adviser in light of the services provided, the costs to the Adviser of providing those services, economies of scale, the fees and other expenses paid by similar funds (including information provided by Lipper), and such other matters as the Board Members have considered relevant in the exercise of their reasonable judgment (the date of each Board’s most recent full annual review of the Current Investment Advisory Agreement is noted in Appendix G); and |
that Merrill Lynch agreed to pay all expenses of the Funds in connection with the Boards’consideration of the New Investment Advisory Agreements and related agreements and all costs of shareholder approval of the New Investment Advisory Agreements and as a result the Funds would bear no costs in obtaining shareholder approval of the New Investment Advisory Agreements.
Certain of these considerations are discussed in more detail below.
In their review of the New Investment Advisory Agreement, each Board assessed the nature, scope and quality of the services to be provided to each Fund by the personnel of BlackRock Advisors and its affiliates, including administrative services, shareholder services, oversight of fund accounting, marketing services and assistance in meeting legal and regulatory requirements. In its review of the New Investment Advisory Agreement, each Board also considered a range of information in connection with its oversight of the services to be provided by BlackRock Advisors and its affiliates. Among the matters considered were: (a) fees (in addition to management fees) to be paid to BlackRock Advisors and its affiliates by each Fund; (b) Fund operating expenses paid to third parties; (c) the resources devoted to and compliance reports relating to each Fund’s investment objective, policies and restrictions, and its compliance with its Code of Ethics and BlackRock Advisors’ compliance policies and procedures; and (d) the nature, cost and character of non-investment management services to be provided by BlackRock Advisors and its affiliates.
In the period prior to the Board meetings to consider renewal of each Current Investment Advisory Agreement, each Board had requested and received materials specifically relating to each Fund’s Current Investment Advisory Agreement. These materials were prepared separately for each Fund, and included (a) information compiled by Lipper Inc. (“Lipper”) on the fees and expenses and the investment performance of the Fund as compared to a comparable group of funds as classified by Lipper; (b) a discussion by the Fund’s portfolio management team on investment strategies used by the Fund during its most recent fiscal year; (c) information on the profitability to the Adviser of the Current Investment Advisory Agreement and other payments received by the Adviser and its affiliates from the Fund; and (d) information provided by the Adviser concerning services related to the valuation and pricing of Fund portfolio holdings, allocation of Fund brokerage fees, the Fund’s portfolio turnover statistics, and direct and indirect benefits to the Adviser and its affiliates from their relationship with the Fund.
In their deliberations, the Board Members considered information received in connection with their most recent approval or continuation of each Current Investment Advisory Agreement, in addition to information provided by BlackRock and BlackRock Advisors in connection with their evaluation of the terms and conditions of the New Investment Advisory Agreement. The Board Members did not identify any particular information that was
all-important or controlling, and each Board Member attributed different weights to the various factors. The Board Members evaluated all information available to them on a Fund-by-Fund basis, and their determinations were made separately in respect of eachcorresponding master Fund. The Board Members, including a majorityshareholders of the Independent Board Members, concluded that the terms of the New Investment Advisory Agreement are appropriate, that the fees to be paid are reasonable in light of the services to be provided to eachBond Fund and that the New Investment Advisory Agreement should be approved and recommended to Fund shareholders.
Nature, Quality and Extent of Services Provided.The Board reviewed the nature, extent and quality of services provided by MLIM, including the investment advisory services and the resulting performance of the Funds, as well as the nature, quality and extent of services expected to be provided by BlackRock Advisors. The Board focused primarilywill also vote on each Adviser’s investment advisory services and each Fund’s investment performance, but also considered certain areas in which both MLIM and the Funds receive services as part of the Merrill Lynch complex. The Board compared each Fund’s performance – both including and excluding the effects of each Fund’s fees and expenses – to the performance of a comparable group of mutual funds, and the performance of a relevant index or combination of indices. While the Board reviews performance data at least quarterly, consistent with the applicable Adviser’s investment goals, the Board attaches more importance to performance over relatively long periods of time, typically three to five years.
In evaluating the nature, quality and extent of the services to be provided by BlackRock Advisors under the New Investment Advisory Agreements, the Board Members considered, among other things, the expected impact of the Transaction on the operations, facilities, organization and personnel of New BlackRock and how it would affect the Funds; the ability of BlackRock Advisors to perform its duties after the Transaction; and any anticipated changes to the current investment and other practices of the Funds. The Board Members considered the fact that it was being proposed that a number of the Funds be reorganized with existing BlackRock funds. The Board Members considered BlackRock’s advice as to proposed changes in portfolio management personnel in certain of the Funds after the closing of the Transaction.
The Board Members were given informationProposal 2 with respect to the potential benefits to the Funds and their shareholders from having access to BlackRock’s state of the art technology and risk management analytic tools, including the investment tools provided under theBlackRock Solutions®brand name.
The Board Members were advised that, as a result of Merrill Lynch’s equity interest in BlackRock after the Transaction, the Funds will continue to be subject to restrictions concerning certain transactions involving Merrill Lynch affiliates (for example, transactions with a Merrill Lynch broker-dealer acting as principal) absent revised or new regulatory relief. The Board Members were advised that a revision of existing regulatory relief with respect to these restrictions was being sought from the Commission and were advised of the likelihood of receipt of such revised regulatory relief.
Based on their review of the materials provided and the assurances they had received from the management of Merrill Lynch and of BlackRock, the Board Members determined that the nature and quality of services to be provided to the Funds under the New Investment Advisory Agreements were expected to be as good or better than that provided under the Current Investment Advisory Agreements. It was noted, however, that it is expected that there will be changes in personnel following the Transaction and the combination of MLIM’s operations with those of BlackRock. The Board Members noted that if current portfolio managers or other personnel cease to be available, each Board would consider all available options, which could include seeking the investment advisory or other services of BlackRock affiliates. Accordingly, the Board Members concluded that, overall, they were satisfied at the present time with assurances from BlackRock and BlackRock Advisors as to the expected nature, extent and quality of the services to be provided to the Funds under the New Investment Advisory Agreements.
Costs of Services Provided and Profitability.It was noted that, in conjunction with the recent review of the Current Investment Advisory Agreements, the Board Members had received, among other things, a report from Lipper comparing each Fund’s fees, expenses and performance to those of a peer group for that Fund selected by Lipper, and information as to the fees charged by each Adviser to other registered investment company clients for investment management services. The Boards reviewed each Fund’s contractual management fee rate and actual management fee rate as a percentage of total assets at common asset levels – the actual rate includes advisory and administrative service fees and the effects of any fee waivers – compared to the other funds in its Lipper category.
They also compared each Fund’s total expenses to those of other, comparable funds. The Boards considered the services to be provided by and the fees to be charged by BlackRock Advisors to other mutual funds with similar investment mandates and noted that the fees charged by BlackRock Advisors in those cases, including fee waivers and expense reimbursements, were generally comparable to those being charged to the Funds. The Boards also noted that, as a general matter, according to the information provided by BlackRock, fees charged to institutional clients were lower than the fees charged to the Funds, but BlackRock Advisors provided less extensive services to such clients. The Boards concluded that each Fund’s management fee and fee rate and overall expense ratio are reasonable compared to those of other comparable funds.
In evaluating the costs of the services to be provided by BlackRock Advisors under the New Investment Advisory Agreements, the Board Members considered, among other things, whether advisory and administrative fees or other expenses would change as a result of the Transaction. Based on their review of the materials provided and the fact that the New Investment Advisory Agreements and administrative agreements, where applicable, are substantially similar as the Current Investment Advisory Agreements and administrative agreements, where applicable, in all material respects, including the rate of compensation, each Fund’s Board Members determined that the Transaction should not increase the total fees payable, including fee waivers and expense reimbursements, for advisory and administrative services. Each Fund’s Board Members noted that it was not possible to predict how the Transaction would affect BlackRock Advisors’profitability from its relationship with the Fund.
The Board Members discussed with BlackRock Advisors its general methodology to be used in determining its profitability with respect to its relationship with each Fund. The Board Members noted that they expect to receive profitability information from BlackRock Advisors on at least an annual basis and thus be in a position to evaluate whether any adjustments in Fund fees and/or fee breakpoints would be appropriate.
Fall-Out Benefits.In evaluating the fall-out benefits to be received by BlackRock Advisors under the New Investment Advisory Agreements, each Fund’s Board Members considered whether the Transaction would have an impact on the fall-out benefits received by the Fund’s Adviser by virtue of the Current Investment Advisory Agreement. Based on their review of the materials provided, including materials received in connection with their most recent approval or continuance of each Current Investment Advisory Agreement, and their discussions with management of MLIM and BlackRock, the Board Members determined that those benefits could include increased ability for BlackRock to distribute shares of its funds and other investment products and, where applicable, to obtain research services using the Fund’s portfolio transaction brokerage. The Board Members noted that any such benefits were difficult to quantify with certainty at this time, and indicated that they would continue to evaluate them going forward.
Fees and Economies of Scale.The Boards considered the extent to which economies of scale might be realized as the assets of the Funds increase and whether there should be changes in the management fee rate or structure in order to enable the Funds to participate in these economies of scale. For certain Funds, breakpoints were added to the fee schedulesthat would have the effect of lowering those Funds’ average fee rates if the Funds grow in size. Otherwise, the Boards determined that changes were not currently necessary and that the Funds appropriately participated in these economies of scale. For more information about the fee paid by each Fund and the Funds implementing breakpoints, seeAppendix Gwhich lists the rate of compensation described in each Fund’s Current Investment Advisory Agreement and New Investment Advisory Agreement.
In reviewing the Transaction, the Board Members considered, among other things, whether advisory and administrative fees or other expenses would change as a result of the Transaction. Based on the fact that the New Investment Advisory Agreements and administrative agreements, where applicable, are substantially similar to the Current Investment Advisory Agreements and administrative agreements, where applicable, in all material respects, including the rate of compensation, the Board Members determined that as a result of the Transaction, each Fund’s total advisory and administrative fees would be no higher than the fees under its Current Investment Advisory Agreement. The Board Members noted that in conjunction with their most recent deliberations concerning the Current Investment Advisory Agreements, the Board Members had determined that the total fees for advisory and administrative services for each Fund were reasonable in light of the services provided. It was noted that in conjunction with the recent review of the Current Investment Advisory Agreements, the Board Members had received, among other things, a report from Lipper comparing each Fund’s fees, expenses and performance to those of a peer group for that Fund selected by Lipper, and information as to the fees charged by each Adviser to other
registered investment company clients for investment management services. The Board Members concluded that, because the rates for advisory and administrative fees for each Fund would be no higher than its current fee rates, the proposed management fee structure, including fee waivers and the addition of breakpoints for certain Funds that would have the effect of lowering those Funds’ average fee rates if the Funds grow in size, was reasonable and that no additional changes were currently necessary.
Investment Performance.The Board Members considered investment performance for the Funds. Although the Board Members believed that performance for certain Funds was in need of improvement, Fund performance was generally satisfactory or better. Also, the Board Members took into account the investment performance of funds currently advised by BlackRock Advisors. The Board also noted that, following the close of the Transaction, BlackRock Advisors intended to implement steps to seek to improve the investment performance in certain Funds. It was noted that these steps include changes in the portfolio management personnel in certain of the Funds. The Boards noted BlackRock’s considerable investment management experience and capabilities, but were unable to predict what effect, if any, consummation of the Transaction and these proposed steps would have on the future performance of the Funds.
Conclusion.After the Independent Board Members of each Fund deliberated in executive session, the entire Board of each Fund, including the Independent Board Members, approved each New Investment Advisory Agreement, concluding that the advisory fee rate was reasonable in relation to the services provided and that the New Investment Advisory Agreement was in the best interests of the shareholders. In approving each New Investment Advisory Agreement, each Board noted that it anticipated reviewing the continuance of the agreement in advance of the expiration of the initial two year period.
Information About the Advisers
Each current Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended, and is an indirect wholly owned subsidiary of ML & Co. MLIM and FAM are each Delaware limited partnerships. As of March 31, 2006, MLIM had approximately $576.1 billion of assets under management. The partners of FAM and MLIM are ML & Co. and Princeton Services, Inc. ML & Co. and Princeton Services, Inc. are “controlling persons” (as defined under the 1940 Act) of FAM and MLIM because of their ownership of FAM’s and MLIM’s voting securities or their power to exercise a controlling influence over FAM’s and MLIM’s management or policies. MLIM-LTD is a limited liability company organized under the laws of England and is a subsidiary of Merrill Lynch Investment Managers Limited, the ultimate parent of which is ML & Co. The following entities may be considered “controlling persons” of MLAM U.K.: Merrill Lynch Europe PLC (MLAM U.K.‘s parent), a subsidiary of Merrill Lynch International Holdings, Inc., a subsidiary of Merrill Lynch International, Inc., a subsidiary of ML & Co. MLAI is a Delaware limited liability company and is wholly-owned by MLIM, which as sole member is a “controlling person” of MLAI.
BlackRock Advisors, located at 100 Bellevue Parkway, Wilmington, Delaware 19809, and BlackRock Financial Management, located at 40 East 52nd Street, New York, New York 10022, are wholly owned subsidiaries of BlackRock, Inc., which is one of the largest publicly traded investment management firms in the United States with approximately $463.1 billion of assets under management as of March 31, 2006. BlackRock manages assets on behalf of institutional and individual investors worldwide through a variety of equity, fixed income, liquidity and alternative investment products, including the BlackRock Funds™ and BlackRock Liquidity Funds™. In addition, BlackRock provides risk management and investment system services to institutional investors under the BlackRock Solutions® name. BlackRock, Inc. is a member of The PNC Financial Services Group, Inc. (“PNC”), one of the largest diversified financial services organizations in the United States, and currently is majority owned by PNC and by BlackRock employees.
ML & Co., a Delaware corporation formed in 1973, is a holding company that, through its subsidiaries and affiliates, provides broker-dealer, investment banking, financing, wealth management, advisory, asset management, insurance, lending and related products and services on a global basis. Each Adviser or an affiliate provides administrative services to the Funds to which the Adviser provides investment management services. These administrative services are provided under either the Fund’s Current Investment Advisory Agreement, a separate agreement with the Fund which covers the provision of administrative services, or both. The address of ML & Co. is World Financial Center, North Tower, 250 Vesey Street, New York, New York 10080. The address of MLIM,
FAM and MLIM-LTD is P.O. Box 9011, Princeton, New Jersey 08543-9011. The address of MLAM U.K. is 33 King William Street, London EC4R 9AS, England.
FAM Distributors, Inc. (“FAMD”) currently serves as the principal underwriter for the Funds, other than the CMA and WCMA Funds, for which Merrill Lynch, Pierce, Fenner & Smith Incorporated serves as principal underwriter. FAMD’s address is P.O. Box 9081, Princeton, New Jersey 08543-9081. FAMD is a subsidiary of Merrill Lynch Group, Inc., which is a subsidiary of ML & Co. After the closing of the Transaction, it is contemplated that FAMD will continue to serve as a principal underwriter for the Funds other than the CMA Funds. After the closing of the Transaction, it is contemplated that BlackRock Distributors, Inc. (“BlackRock Distributors”) also will serve as a principal underwriter for some or all of the Funds other than the CMA Funds. BlackRock Distributors is located at 760 Moore Road, King of Prussia, Pennsylvania 19406. BlackRock Distributors is an affiliate of BlackRock.
Affiliates of the Advisers also currently serve as transfer and shareholder servicing agents for certain Funds. Following the Transaction, it is anticipated that PFPC Financial Services, an affiliate of BlackRock, will act as transfer agent for certain of the Funds. The tables set forth inAppendix Ishow amounts paid to affiliates of the Advisers during each Fund’s most recently completed fiscal year for the services noted inAppendix I.
The name and principal occupation of the directors and principal executive officers of BlackRock Advisors are as set forth inAppendix J. The principal address of each individual as it relates to his or her duties at BlackRock Advisors is the same as that of BlackRock Advisors.
The Advisers and BlackRock Advisors provide investment advisory services to certain other funds that may have investment objectives and policies similar to those of the Funds. In addition to the information about the Funds inAppendix B, the table set forth inAppendix Klists other mutual funds advised by BlackRock Advisors, the net assets of those funds, and the management fees BlackRock Advisors received from those funds during the fiscal years ended on the dates noted.
Shareholder Approval
To become effective with respect to a particular Fund, the New Investment Advisory Agreement for that Fund must be approved by a vote of a 1940 Act Majority of the outstanding voting securities of the Fund. Each New Investment Advisory Agreement was approved by the Independent Board Members, separately, and by the Board of the applicable Fund, as a whole, after consideration of all factors that it determined to be relevant to its deliberations, including those discussed above. The Board of each Fund also determined to submit the Fund’s New Investment Advisory Agreement for consideration by the shareholders of the Fund.
The Board of each Fund recommends that shareholders of each Fund vote FOR the approval of the New Investment Advisory Agreement.
ITEM 2—APPROVAL OF NEW SUBADVISORY AGREEMENTS FOR
EACH SERIES OF FDP SERIES, INC.
FAM, the Adviser with respect to each series of FDP Series, Inc. (“FDP”), has entered into a subadvisory agreement with the subadvisers set forth below (the “FDP Subadvisers”), pursuant to which the FDP Subadviser provides certain investment advisory services to FAM with respect to the FDP Fund. Each FDP Subadviser receives compensation for its services out of the management fee paid to FAM.
FDP Fund | FDP Subadviser | | MFS Research International FDP | Massachusetts Financial Services Company (“MFS”) | | Marsico Growth FDP | Marsico Capital Management, LLC (“Marsico”) | | Van Kampen Value FDP | Van Kampen Asset Management (“Van Kampen”) | | Franklin Templeton Total Return FDP | Franklin Advisers, Inc. (“Franklin”) |
At the Meeting, in addition to approving a New Investment Advisory Agreement for FDP with BlackRock Advisors, you will also be asked to approve a new subadvisory agreement (each a “New FDP Subadvisory Agreement” and collectively, the “New FDP Subadvisory Agreements”) between BlackRock Advisors and, as set forth above, your FDP Subadviser. Set forth below is a general description of the terms of the proposed New FDP Subadvisory Agreements, which are substantially identical to the terms of the subadvisory agreement currently in effect for the respective FDP Fund (each, a “Current FDP Subadvisory Agreement” and collectively, the “Current FDP Subadvisory Agreements”). A copy of the form of the New FDP Subadvisory Agreement for each FDP Fund is attached to this Joint Proxy Statement asAppendix E.
The FDP Subadvisers provide certain subadvisory services to the FDP Funds pursuant to the Current FDP Subadvisory Agreements. The date of each FDP Fund’s Current FDP Subadvisory Agreement and the date on which it was approved by the sole shareholder and approved by the Board is provided inAppendix G.
The Board of FDP is proposing a New FDP Subadvisory Agreement for each FDP Fund listed above because the consummation of the Transaction discussed above will constitute a change in control of FAM, FDP’s Adviser, and pursuant to the terms of the Current FDP Subadvisory Agreement, will result in the automatic termination of each Current FDP Subadvisory Agreement.
The schedule of fees payable to the FDP Subadvisers under each New FDP Subadvisory Agreement will in each case be identical to the schedule of fees currently payable to the FDP Subadvisers under the Current FDP Subadvisory Agreements. These fees will be paid in full by BlackRock Advisors, the new FDP adviser, at no additional cost to the FDP Fund or its shareholders. The fees paid to the FDP Subadviser for each FDP Fund’s most recently completed fiscal year are set forth inAppendix I. In addition, the FDP Subadvisers will continue to provide identical advisory services to each subadvised FDP Fund under the New FDP Subadvisory Agreements as provided under the Current FDP Subadvisory Agreements. It is expected that advisory services will continue to be provided by the same FDP Subadviser personnel under the New FDP Subadvisory Agreements as under the Current FDP Subadvisory Agreements.
You will be asked to approve a New FDP Subadvisory Agreement between BlackRock Advisors and the FDP Subadviser that will be substantially identical to the Current FDP Subadvisory Agreement in effect for each FDP Fund except for the dates of execution and termination. The New FDP Subadvisory Agreements would only be effective as of the consummation of the Transaction. If the Transaction described above is never completed, the New FDP Subadvisory Agreements would not go into effect and the Current FDP Subadvisory Agreements would continue in effect.
Comparison of Current FDP Subadvisory Agreements to the New FDP Subadvisory Agreements
Investment Advisory Services.Each New FDP Subadvisory Agreement provides that, subject to the supervision of the FDP Fund and BlackRock Advisors, the FDP Subadviser will conduct a continual program of investment, evaluation, sale, and reinvestment of the FDP Fund’s assets in a manner consistent with the Fund’s investment objectives and policies as stated in the FDP Fund’s Prospectus and with any and all applicable investment restrictions under the Federal securities laws, any Commission no-action letter or order applicable to the Fund, and any applicable state securities law or regulation. The FDP Subadviser will also, in a prudent and diligent manner, vote proxies relating to the FDP Fund’s portfolio securities in the best interests of the FDP Fund and its shareholders in compliance with the FDP Subadviser’s proxy voting policies and procedures. Each Current FDP Subadvisory Agreement has substantially the same provisions describing the investment advisory services to be provided by the FDP Subadviser.
The New FDP Subadvisory Agreement for each FDP Fund provides that the services of the FDP Subadviser are not exclusive to the FDP Fund, and each FDP Subadviser and its affiliates may render services to others. Each Current FDP Subadvisory Agreement also contains the same provision.
Fees.The schedule of fees payable to the FDP Subadvisers for investment advisory services under the Current FDP Subadvisory Agreements is identical to the schedule of fees payable to the FDP Subadvisers under the New FDP Subadvisory Agreements. These fees will be paid in full by BlackRock Advisors as the FDP Fund’s adviser, at
no additional cost to the FDP Fund or its shareholders. Each FDP Subadviser receives a fee based on the average daily value of the net assets of the FDP Fund as follows:
| Fund | Rate |
|---|
| MFS Research International FDP | | 0 | .45% | | | | | Marsico Growth FDP | | 0 | .40% | | | | | Van Kampen Value FDP | | 0 | .35% | | | | | Franklin Templeton Total Return FDP | | 0 | .25% |
The fees paid to the FDP Subadviser for each FDP Fund’s most recently completed fiscal year are set forth inAppendix I.
Payment of Expenses.Each New FDP Subadvisory Agreement requires the FDP Subadviser to bear all expenses in connection with the performance of its services under the New FDP Subadvisory Agreement. The provisions contained in each FDP Fund’s New FDP Subadvisory Agreement addressing allocation of expenses will be substantially the same as that contained in that FDP Fund’s Current FDP Subadvisory Agreement.
Limitation on Liability.Under each New FDP Subadvisory Agreement, the FDP Subadviser (and any affiliates of the FDP Subadviser performing services for the FDP Subadviser and directors, officers, and employees of the New FDP Subadviser and such affiliates) will not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of sub-advisory services rendered with respect to a FDP Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties under the New FDP Subadvisory Agreement. Each FDP Fund’s Current FDP Subadvisory Agreement contains the same provision.
Indemnity.Each New FDP Subadvisory Agreement provides that BlackRock Advisors and the FDP Subadviser have agreed to indemnify and defend the other and such party’s affiliates, and their respective officers, directors, employees, agents, representatives or persons controlled by them for any loss, liability, cost, damage, or expenses arising out of any claim, demand, action, suit, or proceeding arising out of (i) conduct constituting willful misfeasance, bad faith, or gross negligence in the performance of such party’s duties or by reason of reckless disregard of such party’s obligations and duties under the New FDP Subadvisory Agreement, or (ii) any actual or alleged material misstatement or omission in FDP’s registration statement or other document with respect to the FDP Fund sent to current or prospective investors in the FDP Fund, arising from disclosure about the FDP Subadviser or the FDP Fund provided by the FDP Subadviser.
Term and Continuance.If approved by shareholders of an FDP Fund, the New FDP Subadvisory Agreement will terminate, unless sooner terminated as set forth therein and discussed below, two years from the date of implementation. Thereafter, if not terminated, each New FDP Subadvisory Agreement will continue in effect from year to year if such continuance is specifically approved at least annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the FDP Fund and (ii) a majority of those Board Members who are not parties to the New FDP Subadvisory Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. The Current FDP Subadvisory Agreements contain the same provisions, although the initial dates of the Agreements differ.
Termination.Each FDP Fund’s New FDP Subadvisory Agreement generally provides that the Agreement may be terminated at any time, without the payment of any penalty, by BlackRock Advisors, by the Board of FDP or by the vote of a 1940 Act Majority of the outstanding voting securities of an FDP Fund, or by the FDP Subadviser, on sixty (60) days written notice to the other parties. Each New FDP Subadvisory Agreement also will terminate automatically in the event of its “assignment” (as defined in the 1940 Act) or in the event of the assignment or termination of the New Investment Advisory Agreement. The Current FDP Subadvisory Agreements contain the same termination provisions.
Board Considerations
At telephonic and in person meetings held during April and May 2006 at which the Boards approved the New Investment Advisory Agreements, the Board of FDP, including the Independent Board Members, also considered approval of each separate New FDP Subadvisory Agreement between BlackRock Advisors and (i) MFS on behalf of the MFS Research International FDP; (ii) Marsico on behalf of Marsico Growth FDP; (iii) Van Kampen on behalf of Van Kampen Value FDP; and (iv) Franklin on behalf of Franklin Templeton Total Return FDP. With respect to each FDP Subadviser, the Board previously, at a meeting held on May 25, 2005, received, reviewed and evaluated information concerning the nature, extent and quality of the personnel of and the services to be provided to each FDP Fund by the applicable FDP Subadviser. In particular, the Board focused on comparability of fees of each FDP Fund, the proposed investment objectives and strategies for each FDP Fund, and each FDP Subadviser’s experience in managing the specific types of investments to be used by the FDP Fund to which the FDP Subadviser would provide investment management services. The Board’s review included an in-person presentation by each proposed FDP Subadviser with respect to these issues as well as an overview of each FDP Subadviser’s business and investment philosophy.
In reviewing each New FDP Subadvisory Agreement, the Board focused on the experience, resources and strengths of the applicable FDP Subadviser and its affiliates in managing investment companies that invest in the types of securities to be used by the FDP Fund to which each FDP Subadviser will provide services. Therefore, with respect to MFS, the Board focused on MFS’ experience in analyzing and investing in U.S. dollar and non-U.S. dollar denominated equity securities of issuers located throughout the world; with respect to Marsico, the Board focused on Marsico’s experience in analyzing and investing in equity securities, primarily of large cap issuers, using a growth investing style; with respect to Van Kampen, the Board focused on Van Kampen’s experience in analyzing and investing in equity securities, primarily of large cap issuers, using a contrarian value investing style; and with respect to Franklin, the Board focused on Franklin’s experience in analyzing and investing in U.S. and foreign fixed income securities. The Board considered the amount of assets, including investment company assets, under the management of each FDP Subadviser and noted that each FDP Subadviser has extensive experience in the investment management business. The Board also reviewed performance information for those FDP Funds and accounts managed by each FDP Subadviser that are managed in the same way as each applicable FDP Fund. The Board concluded that each FDP Subadviser has a high levelobjective of expertise in managing the types of investments to be used by the applicable FDP Fund and determined that each FDP Fund would benefit from that expertise.
The Board also focused on the nature and scope of each FDP Subadviser’s compliance policies and procedures, including the proposed use of soft dollars by MFS, Marsico and Van Kampen. In this connection, the Board received a report in connection with the approval of the Current FDP Subadvisory Agreements from FAM’s compliance staff, including its Chief Compliance Officer, on the results of FAM’s due diligence review of each FDP Subadviser. The Board determined that each FDP Subadviser’s compliance policies and procedures, as overseen by FAM, were adequate to ensure each FDP Fund’s compliance with its investment objectives and policies and the requirements of the applicable securities laws.
The Board also reviewed the proposed amount of FAM’s investment advisory fee to be paid to each FDP Subadviser and determined that each such fee was reasonable in relation to the services to be provided to each FDP Fund by the applicable FDP Subadviser. The Board also considered the comparability of fees of each FDP Fund to those of comparable funds.
After the Independent Board Members of FDP deliberated in executive session, the entire Board of FDP, including the Independent Board Members, approved each New FDP Subadvisory Agreement, concluding that the advisory fee was reasonable in relation to the services provided and that the New FDP Subadvisory Agreement was in the best interests of shareholders.
Organization of the SubadvisersMaster Bond Portfolio.
MFS is America’s oldest mutual fund organization. MFS and its predecessor organizations have a history of money management dating from 1924 and the founding of the first mutual fund, Massachusetts Investors Trust. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect wholly owned subsidiary of Sun Life Financial Services of Canada, Inc. (an insurance company). Net assets under
the management of the MFS organization were approximately $163 billion as of December 31, 2005. MFS is located at 500 Boylston Street, Boston, Massachusetts 02116.
Marsico is a registered investment adviser and a wholly-owned subsidiary of Bank of America Corporation. Bank of America Corporation, a Delaware corporation, is a bank holding company and a financial holding company headquartered in Charlotte, North Carolina. Marsico is a full service investment advisory firm founded by Thomas F. Marsico in September 1997. As of December 31, 2005, Marsico had $63 billion in assets under management. Marsico is located at 1200 17th Street, Suite 1600, Denver, Colorado 80202.
Van Kampen is a wholly owned subsidiary of Van Kampen Investments Inc. (“Van Kampen Investments”). Van Kampen Investments is a diversified asset management company that has more than $110 billion under management or supervision as of March 31, 2006. Van Kampen Investments is an indirect wholly owned subsidiary of Morgan Stanley, a preeminent global financial services firm that maintains leading market positions in each of its three primary businesses: securities, asset management and credit services. Morgan Stanley is a full service securities firm engaged in securities trading and brokerage activities, investment banking, research and analysis, financing and financial advisory services. Van Kampen’s principal office is located at 1221 Avenue of the Americas, New York, New York 10020.
Franklin Advisers, Inc. is located at One Franklin Parkway, San Mateo, California 94403-1906. Together, Franklin Advisers and its affiliates manage over $483 billion in assets as of March 31, 2006. Franklin Advisers is a wholly owned subsidiary of Franklin Resources, Inc., a publicly owned company engaged in the financial services industry through its subsidiaries. Charles B. Johnson and Rupert H. Johnson, Jr. are the principal shareholders of Franklin Resources.
Shareholder Approval
To become effective with respect to a particular FDP Fund, each New FDP Subadvisory Agreement must be approved by a vote of a 1940 Act Majority of the outstanding voting securities of the FDP Fund. Each New FDP Subadvisory Agreement was approved by the Independent Board Members, separately, and by the Board of FDP as a whole, after consideration of all factors which it determined to be relevant to its deliberations, including those discussed above and in Item 1 above. The Board of FDP Fund also determined to submit each FDP Fund’s New FDP Subadvisory Agreement for consideration by the shareholders of the FDP Fund.
The Board of FDP recommends that shareholders of each FDP Fund vote FOR the approval of the applicable New FDP Subadvisory Agreement.
ITEM 3—APPROVAL OF A CONTINGENT SUBADVISORY AGREEMENT
This proposal is applicable to all of the Funds other than FDP Series, Inc.
At the Meeting, you will also be asked to approve a contingent subadvisory agreement (each a “Contingent Subadvisory Agreement” and collectively, the “Contingent Subadvisory Agreements”) between your Fund’s Adviser and BlackRock Advisors (the “BlackRock Subadviser”). You are being asked to approve a Contingent Subadvisory Agreement for your Fund in order to ensure that the Funds operate with efficient portfolio management services until the closing of the Transaction, in the event that the Fund’s Board deems it necessary and in the best interests of the Fund and its shareholders that the BlackRock Subadviser assist in managing the operations of the Fund during the interim period until the closing of the Transaction. If you approve the Contingent Subadvisory Agreement, except with respect to ML Master Small Cap Growth, it will take effect only upon recommendation from your Fund’s Adviser and upon subsequent approval of your Fund’s Board in the period up to the closing of the Transaction. The effectiveness of the Contingent Subadvisory Agreements, therefore, would be contingent on further Board approval after shareholders approve them. With respect to ML Master Small Cap Growth, the Contingent Subadvisory Agreement will become effective upon shareholder approval. The existence of a Contingent Subadvisory Agreement will not result in an increase of fees paid by the Fund, since all costs under the Contingent Subadvisory Agreements will be borne by your Fund’s Adviser.
A description of the terms of the Contingent Subadvisory Agreements is included below. The form of the Contingent Subadvisory Agreement is attached hereto asAppendix F.
Description of the Terms of the Contingent Subadvisory Agreements
Investment Advisory Services. Each Contingent Subadvisory Agreement generally provides that, subject to the oversight and supervision of the Fund’s Adviser and the direction and control of the Fund’s Board, the BlackRock Subadviser will perform certain of the day-to-day operations of the Fund, which may include one or more of the following services, at the request of the Fund’s Adviser: (a) acting as investment adviser for and managing the investment and reinvestment of those assets of the Fund as the Fund’s Adviser may from time to time request with complete discretion in purchasing and selling such securities and other assets for the Fund and in voting, exercising consents and exercising all other rights pertaining to such securities and other assets on behalf of the Fund, (b) arranging, subject to the restrictions of the Fund’s organizational documents, the provisions of the 1940 Act and the Advisers Act, and the Fund’s investment objectives and policies, and the applicable rules and regulations of the Commission, and other applicable federal and state law, as well as any specific policies and determinations of the Fund’s Board disclosed to the BlackRock Subadviser, for the purchase and sale of securities and other assets held in the investment portfolio of the Fund; (c) providing investment research and credit analysis concerning the Fund’s investments, (d) assisting the Fund’s Adviser in determining what portion of the Fund’s assets will be invested in cash, cash equivalents and money market instruments, (e) placing orders for all purchases and sales of such investments made for the Fund, and (f) maintaining the books and records as are required to support Fund investment operations. At the request of the Fund’s Adviser, the BlackRock Subadviser will also, subject to the oversight and supervision of the Fund’s Adviser and the direction and control of the Fund’s Board, provide to the Fund’s Adviser or the Fund any of the facilities and equipment and perform any of the administrative services described in the Current Investment Advisory Agreement.
The Contingent Subadvisory Agreement for each Fund provides that the services of the BlackRock Subadviser are not exclusive to the Fund, and the BlackRock Subadviser and its affiliates may render services to others.
Fees.There will be no increase in Fund expenses as a result of the Contingent Subadvisory Agreements. Each Fund’s Adviser will pay the BlackRock Subadviser out of its own resources. Pursuant to each Contingent Subadvisory Agreement, the BlackRock Subadviser will receive a monthly fee from a Fund’s Adviser equal to 50% of the advisory fee received by the Adviser.
Payment of Expenses.Each Contingent Subadvisory Agreement requires the BlackRock Subadviser to bear all costs and expenses of its employees and any overhead incurred by the BlackRock Subadviser in connection with its duties under the Contingent Subadvisory Agreement; provided that the Board of the Fund may approve reimbursement to the BlackRock Subadviser of a pro-rata portion of certain employment costs for the time spent on Fund operations (including, without limitation, compliance matters) (other than the provision of investment advice and administrative services required to be provided under the Contingent Subadvisory Agreement) of all personnel employed by the BlackRock Subadviser who devote substantial time to Fund operations or the operations of other investment companies advised or sub-advised by the BlackRock Subadviser.
Limitation on Liability.Under each Contingent Subadvisory Agreement, the BlackRock Subadviser will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund’s Adviser or by the Fund in connection with the performance of the Contingent Subadvisory Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under the Contingent Subadvisory Agreement.
Indemnity.Under each Contingent Subadvisory Agreement, the Fund agrees to indemnify the BlackRock Subadviser and each of the BlackRock Subadviser’s directors, officers, employees, agents, associates and controlling persons and such persons’ directors, partners, members, officers, employees and agents (each such person being an “Indemnitee”) against any liabilities and expenses reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party while acting for the Fund, unless the Indemnitee is adjudicated not to have acted in good faith in the
reasonable belief that his or her action was in the best interest of the Fund, and, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful and so long as the conduct was not arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee’s position.
Term and Continuance.If approved by shareholders of a Fund, except with respect to ML Master Small Cap Growth as noted above, the Contingent Subadvisory Agreement for the Fund will not go into effect unless it is approved again by the Fund’s Board upon the recommendation of your Fund’s Adviser that the agreement should be given effect. After its approval by the Board, a Contingent Subadvisory Agreement will terminate, unless sooner terminated as set forth therein and discussed below, at the earlier of the closing of the Transaction or two years from the date of implementation unless the continuation is specifically approved as set forth below. After the initial two year period, if not terminated, each Contingent Subadvisory Agreement will continue in effect from year to year if such continuance is specifically approved at least annually by both (a) the vote of a majority of the Fund’s Board or the vote of a 1940 Act Majority of the outstanding voting securities of the Fund, and (b) by the vote of a majority of the Board Members who are not parties to the Contingent Subadvisory Agreement or “interested persons” (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval.
Termination.Each Fund’s Contingent Subadvisory Agreement generally provides that the Agreement may be terminated by the Fund or the Fund’s Adviser at any time, without the payment of any penalty, upon giving the BlackRock Subadviser 60 days’ notice (which notice may be waived by the BlackRock Subadviser), provided that such termination by the Fund or the Fund’s Adviser is directed or approved by the vote of a majority of the Board Members of the Fund in office at the time or by the vote of the holders of a 1940 Act Majority of the outstanding voting securities of the Fund, or by the BlackRock Subadviser on 60 days’ written notice (which notice may be waived by the Fund and the Fund’s Adviser), and will terminate automatically upon the consummation of the Transaction. Each Contingent Subadvisory Agreement will also immediately terminate in the event of its “assignment” (as defined in the 1940 Act).
Board Considerations
At the telephonic and in person meetings held during April and May 2006 and on June __, 2006 at which the Boards approved the New Investment Advisory Agreements, the Board of each Fund, including the Independent Board Members, also approved the Contingent Subadvisory Agreement between your Fund’s Adviser and the BlackRock Subadviser. In making these approvals, the Boards considered the Contingent Subadvisory Agreements in conjunction with the New Investment Advisory Agreements and reviewed the same information and factors discussed above under Item 1 and came to the same conclusions. The Board also considered in conjunction with the Contingent Subadvisory Agreements the necessity of ensuring that the Funds operate with effective management services until the closing of the Transaction. The exact dates of each Board’s meetings are noted inAppendix H.
After the Independent Board Members of each Fund deliberated in executive session, the entire Board of each Fund, including the Independent Board Members, approved each Contingent Subadvisory Agreement, concluding that the advisory fee was reasonable in relation to the services provided and that the Contingent Subadvisory Agreement was in the best interests of shareholders.
Information About the BlackRock Subadviser
Information about the BlackRock Subadviser is set forth above under “Item 1 – Approval of New Investment Advisory Agreement – Information About the Advisers”.
There were no amounts paid to any affiliates of BlackRock during the Funds’ most recently completed fiscal year.
The name and principal occupation of the directors and principal executive officers (or persons performing similar functions) of BlackRock and its affiliates are set forth inAppendix J. The principal address of each
individual as it relates to his or her duties at BlackRock or the applicable affiliate is the same as that of BlackRock or the affiliate.
The BlackRock Subadviser may provide investment advisory services to other funds which may have investment objectives and policies similar to those of the Funds. The table set forth inAppendix Klists other funds advised by the BlackRock Subadviser, the net assets of those funds, and the management fee the BlackRock Subadviser received from those funds during the fiscal years ended on the dates noted.
Shareholder Approval
To become effective with respect to a particular Fund, each Contingent Subadvisory Agreement must be approved by a vote of a 1940 Act Majority of the outstanding voting securities of the Fund. Each Contingent Subadvisory Agreement was approved by the Independent Board Members, separately, and by the Board of the applicable Fund, as a whole, after consideration of all factors which it determined to be relevant to its deliberations, including those discussed above. The Board of each Fund also determined to submit the Fund’s Contingent Subadvisory Agreement for consideration by the shareholders of the Fund.
The Board of each Fund recommends that shareholders of the Fund vote FOR the approval of the Contingent Subadvisory Agreement.
ITEM 4—APPROVAL OF PROPOSED CHANGE
IN INVESTMENT RESTRICTION OF ML HEALTHCARE
ML Healthcare only
The prospectus of ML Healthcare states that the Fund invests, as a non-fundamental policy, at least 80% of its total assets in healthcare companies under normal circumstances.
The Board of ML Healthcare proposes that ML Healthcare amend its fundamental investment policy with respect to industry concentration to provide that ML Healthcare will concentrate its investments in the healthcare related industries, as defined in its prospectus. Currently, ML Healthcare is not permitted to concentrate in any industry. As a result, it is also proposed that ML Healthcare’s investment restriction relating to industry concentration will be revised to read as follows:
| | The Fund will not invest more than 25% of its assets, taken at market value at the time of purchase, in the securities of issuers in any particular industry (except that the Fund will invest greater than 25% of its assets in the securities of issuers in the healthcare related industries and excluding the U.S. Government and its agencies and instrumentalities) [added language shown in boldface type]. | |
For purposes of this investment restriction, the healthcare related industries are defined to include companies that derive a substantial portion (i.e.more than 50%) of their sales from products and services in the healthcare sector. Healthcare companies may be in a variety of sub-industries within the general healthcare sector, including:
Pharmaceutical companies of various types
Companies that design, manufacture, sell or supply medical, dental and optical products, hardware or services
Companies involved in biotechnology, medical, diagnostic and biochemical research and development
Companies involved in the ownership and/or operation of healthcare facilities, including health maintenance organizations, insurance companies and health information technology companies
This investment policy of ML Healthcare will be a fundamental policy that may be changed only by shareholder vote.
Other than as described below, the change in investment policy will not materially change the manner in which ML Healthcare is currently managed.
ML Healthcare seeks to achieve its investment objective by investing primarily in securities of healthcare companies. In the past, ML Healthcare has sought to identify discrete industries operating within the healthcare sector. As a result of industrywide consolidations, however, companies that were once focused in a particular area are becoming more generalized. Since it is becoming harder to distinguish between different types of healthcare companies, and since the Fund invests substantially all of its assets in healthcare companies, Fund management believes it is appropriate for the Fund, as a healthcare sector fund, to be permitted to concentrate its investments in issuers that are part of the healthcare related industries rather than seeking to diversify its investments among the sub-industries within that larger industry classification.
The principal risks of investing in ML Healthcare will not be changed substantially by this change in investment policy. Sectors of the healthcare related industries that currently are treated as separate industries, such as the pharmaceutical sector, could under the revised investment restriction constitute more than 25% of the Fund’s total assets. By concentrating in one industry or sector of an industry, ML Healthcare will be affected by share price movements of companies in that industry or sector of an industry more than a more broadly diversified mutual fund and is subject to the risk that it will perform poorly during a downturn in that industry.
If the proposed amended investment policy for ML Healthcare is approved by its shareholders at the Meeting, the prospectus and statement of additional information of ML Healthcare will be revised, as appropriate, to reflect this change and to amend its fundamental investment restriction.
The Board of ML Healthcare recommends that the Fund’s shareholders vote FOR the proposed change in the fundamental investment restriction relating to industry concentration of ML Healthcare.
ITEM 5—APPROVAL OF PROPOSED CHANGE IN
INVESTMENT RESTRICTION OF ML NATURAL RESOURCES
ML Natural Resources only
The prospectus of ML Natural Resources states that the Fund invests, as a non-fundamental policy, at least 80% of its assets in companies with substantial natural resource assets or in securities the value of which is related to the market value of some natural resource asset.
The Board of ML Natural Resources proposes that ML Natural Resources amend its fundamental investment policy with respect to industry concentration to provide that ML Natural Resources will concentrate in one or more issuers in the energy and natural resources related industries, as defined in its prospectus. Currently, ML Natural Resources is not permitted to concentrate in any industry. As a result, it is also proposed that ML Natural Resources’ investment restriction relating to industry concentration will be revised to read as follows:
| | The Fund will not invest more than 25% of its assets, taken at market value at the time of purchase, in the securities of issuers in any particular industry (except that the Fund will invest greater than 25% of its assets in the securities of issuers in the natural resources related industries and excluding the U.S. Government and its agencies and instrumentalities) [added language shown in boldface type]. | |
For purposes of this investment restriction, the natural resources related industries are defined to include companies that have substantial natural resource assets, meaning that at least 50% of the non-current assets, capitalization, gross revenues or operating profits of the company in the most recent or current fiscal year are involved in or result from (directly or indirectly through subsidiaries), exploring, mining, refining, processing, fabricating, dealing in or owning natural resource assets or when, in the opinion of ML Natural Resources’ management, the company’s market value or profitability is significantly affected by changes in the value of a natural resource. Examples of natural resource assets include precious metals (e.g., gold, silver and platinum),
ferrous and nonferrous metals (e.g., iron, aluminum and copper), strategic metals (e.g., uranium and titanium), water, hydrocarbons (e.g., coal, oil and natural gas), timber land, underdeveloped real property and agricultural commodities.
This investment policy of ML Natural Resources will be a fundamental policy that may be changed only by shareholder vote.
Other than as described below, the change in investment policy will not materially change the manner in which ML Natural Resources is currently managed.
ML Natural Resources seeks to achieve its investment objective by investing primarily in equity securities of companies with substantial natural resource assets. The Fund normally invests in a portfolio consisting of companies in a variety of natural resource related sectors, such as energy, chemicals, oil, gas, paper, mining, steel or agriculture. The Fund currently has a policy under which it may, under certain circumstances, concentrate its investments in one or more of these sectors, but will not invest more than 25% of its assets in any one industry within a sector. However, Fund management believes that it is appropriate for a fund such as ML Natural Resources that focuses on the natural resources sector to have the ability to concentrate its investments on the major industries, such as energy, and sub-industries, such as oil and gas exploration, that comprise that sector. The inability to do so may prevent the Fund from taking maximum advantage of investment opportunities within such industries and sub-industries and may put it at a competitive disadvantage with other natural resource sector funds that may so concentrate.
The principal risks of investing in ML Natural Resources will not be changed substantially by this change in investment policy. However, by concentrating in one industry or sector of an industry, ML Natural Resources will be more exposed to the effects of share price movements of companies in that industry or sector of an industry than a more broadly diversified mutual fund and is subject to the risk that it will perform poorly during a downturn in that industry.
If the proposed amended investment policy for ML Natural Resources is approved by its shareholders at the Meeting, the prospectus and statement of additional information of ML Natural Resources will be revised, as appropriate, to reflect this change and the amendment to its fundamental investment restriction.
The Board of ML Natural Resources recommends that the Fund’s shareholders vote FOR the proposed change in the fundamental investment restriction relating to industry concentration of ML Natural Resources.
ITEM 6—SHAREHOLDER PROPOSAL RECOMMENDING
DIVESTITURE BY ML GLOBAL ALLOCATION
OF FREEPORT MCMORAN COPPER & GOLD, INC. STOCK
ML Global Allocation only
A beneficial owner (the “proponent”) of shares of ML Global Allocation has informed the Fund that he intends to present a proposal for action at the Meeting. The proponent’s name, address and number of shares beneficially owned will be furnished by the Secretary of ML Global Allocation upon request.
The proponent’s formal proposal is as follows:
| Whereas: Since 1967, PT Freeport Indonesia Company (PT-FI) an operating unit of Freeport McMoRan Copper & Gold, Inc. (FCS) has been operating on lands traditionally inhabited by indigenous people, especially the Amungme and Komoro; | | | | Whereas: PT-FI has discharged over 110,000 tons of tailings per day into local Irian Jaya rivers and is in the process of expanding its milling operations to exceed 190,000 cubic tons per day. In 1995, prior to the settlement with PT-FI, the Overseas Private Investment Corporation, a U.S.
|
| government agency which provided political risk insurance to this operation stated that the mine “created and continues to pose unreasonable or major environmental, health, or safety hazards with respect to the rivers that are being impacted by the tailings, the surrounding terrestrial ecosystem and the local inhabitants”; |
| Whereas: PT-FI has attempted to ameliorate the social and environmental damages by proposing the “one Percent Trust Fund Offer” and the establishment of an Amungme Foundation, but the Amungme Tribal Council (LEMASA), an organization representing one of the indigenous communities affected by PT-FI’s operations in Irian Jaya, issued a resolution “unconditionally and absolutely” rejecting these two proposals; |
| Whereas: It is unclear to shareholders how much environmental liability, cleanup responsibility, and remediation costs may exist, and no existing audit contains information on any actual environmental liability; |
| Therefore, Resolved that the Merrill Lynch Global Allocation Fund, Inc. divest itself of Freeport McMoRan Copper & Gold stock within 30 days of the passage of this resolution. |
The Board of ML Global Allocation opposes the proposal described above and urges all shareholders to vote “AGAINST” the proposal.
The proposal is, as required by Maryland law, advisory only and asks the Board of ML Global Allocation to take the steps necessary to implement the proposal. Should the proposal be approved by ML Global Allocation shareholders, the Board will meet to determine if such a recommendation is advisable.
ADDITIONAL INFORMATION
Expenses and Methods of Proxy Solicitation
The expenses of preparation, printing and mailing of the enclosed forms of proxy, the accompanying Notice and this Joint Proxy Statement will not be borne by the Funds and will be borne wholly by Merrill Lynch. These costs will be borne by Merrill Lynch whether or not the proposals are successful. Merrill Lynch will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of each Fund’s shares.
In order to obtain the necessary quorum at each Meeting, supplementary solicitation may be made by mail, telephone, telegraph or personal interview by officers of each Fund. MLIM and its affiliates have retained Computershare Fund Services, a proxy solicitation firm, to assist in the solicitation of proxies at an aggregate cost of approximately $259,000 for all the Funds, plus aggregate out-of-pocket expenses estimated to be $14,500,000 for all the Funds, all of which will be paid by Merrill Lynch.
Quorum and Vote Required
A quorum of shareholders is required to take action at each Meeting. 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:
ML Basic Value | CMA Treasury | ML Value Opportunities | ML Senior Floating Rate | ML Balanced Capital | Merrill Lynch Bond Fund, Inc. | ML Ready Assets | Core Bond Portfolio | ML USA Government | Intermediate Term Portfolio | ML U.S. Treasury | High Income Portfolio | CMA Money | ML Developing Capital Markets | CMA Tax-Exempt | ML EuroFund |
| ML Global Allocation | Mercury Core Bond V.I. | ML Healthcare | Mercury Domestic Money Market V.I. | ML Latin America | Mercury Fundamental Growth V.I. | Merrill Lynch Municipal Bond Fund, Inc. | Mercury Global Growth V.I. | National Portfolio | Mercury Global Allocation V.I. | Insured Portfolio | Mercury Government Bond V.I. | Short-Term Portfolio | Mercury High Current Income V.I. | ML Pacific | Mercury Index 500 V.I. | ML Utilities | Mercury Large Cap Core V.I. | ML Focus Value | Mercury Large Cap Growth V.I. | Summit | Mercury Large Cap Value V.I. | ML Retirement Reserves | Mercury Value Opportunities V.I. | ML Short-Term U.S. Government | Mercury Utilities V.I. | FAM Variable Series Funds, Inc. | Mercury International Value V.I. | Mercury American Balanced V.I | ML World Income | Mercury Basic Value V.I | |
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:
Master Basic Value | CMA Government Securities | Mercury Basic Value | Master Tax-Exempt | Master Value Opportunities | Master Treasury | Merrill Lynch Strategy Series, Inc. | CMA Multi-State Municipal Series Trust | ML Strategy Growth and Income | CMA Arizona | ML Strategy Long-Term Growth | CMA California | ML Strategy All-Equity | CMA Connecticut | ML Disciplined Equity | CMA Florida | ML Global Growth | CMA Massachusetts | ML Natural Resources | CMA Michigan | FAM Series Fund, Inc. | CMA New Jersey | Mercury Balanced Capital | CMA New York | Mercury Large Cap Core | CMA North Carolina | Mercury Core Bond | CMA Ohio | Mercury Global Allocation | CMA Pennsylvania | Mercury Fundamental Growth | Master Senior Floating Rate | Mercury High Yield | ML Senior Floating Rate II | Mercury Intermediate Government Bond | Global Financial Services Master | Mercury Money Reserve | ML Global Financial Services | Mercury Low Duration | Master U.S. High Yield | Mercury Global SmallCap | ML U.S. High Yield | Mercury Equity Dividend | Master Bond Trust | Mercury Mid Cap | Master Core Bond | Mercury Small Cap | ML Equity Dividend | Mercury International Index | ML Global Equity | Quantitative Master Series Trust | ML Global SmallCap | QMST Aggregate Bond | ML Global Technology | QMST Enhanced International | ML Global Value | QMST Enhanced S&P 500 | ML Municipal Intermediate Term | QMST Enhanced Small Cap | Master Focus Twenty | QMST Extended Market Index | ML Focus Twenty | QMST International Index | Master Large Cap Series Trust | QMST S&P 500 Index | Master Large Cap Growth | QMST Small Cap Index | Master Large Cap Value | QMST Mid Cap Index | Master Large Cap Core | Merrill Lynch Index Funds, Inc. | Merrill Lynch Large Cap Series Funds, Inc. | ML Aggregate Bond Index | ML Large Cap Growth | ML International Index | ML Large Cap Value | ML S&P 500 Index | ML Large Cap Core | ML Small Cap Index | ML California Insured | Master Money | ML Fundamental Growth | Master Government Securities | Merrill Lynch Multi-State Municipal Series |
Trust | FDP Series, Inc. | ML Florida | Marsico Growth FDP | ML New Jersey | MFS Research International FDP | ML New York | Franklin Templeton Total Return FDP | ML Pennsylvania | Van Kampen Value FDP | Managed Account Series | Multi-Strategy Hedge Advantage | Managed Account Mid Cap Value | Multi-Strategy Hedge Opportunities | Managed Account High Income | Master Institutional Money Market Trust | Managed Account U.S. Mortgage | Master Premier Institutional | Managed Account Global SmallCap | Master Institutional | Asset Program | Master Institutional Tax-Exempt | Low Duration Master | Master Institutional Government | ML Low Duration | Master Institutional Treasury | ML U.S. Government | Merrill Lynch Funds For Institutions Series | ML International Value | ML Premier Institutional | Mercury Master Trust | ML Institutional | ML Master International | ML Institutional Tax-Exempt | ML Master Small Cap Growth | ML Institutional Treasury | Mercury Funds, Inc. | ML Institutional Government | ML Small Cap Growth | Merrill Lynch Principal Protected Trust | ML International | ML Basic Value Principal Protected | Master Real Investment | ML Fundamental Growth Principal Protected | ML Real Investment | ML Core Principal Protected | Master Inflation Protected | | ML Inflation Protected | |
For WCMA Money, WCMA Government Securities, WCMA Tax-Exempt and WCMA Treasury, a quorum consists of holders of thirty percent (30%) of the shares entitled to vote at the Meetings, present in person or by proxy.
Approval of Items 1, 2, 3, 4 and 5 requires the affirmative vote of a 1940 Act Majority of the outstanding voting securities of the Fund. Each series of a multiple series fund votes separately on matters, if any, that affect that series. Assuming a quorum is present, approval of Item 6 requires the affirmative vote of a majority of the votes cast by holders of shares of ML Global Allocation represented at the Meeting and entitled to vote.
If, by the time scheduled for a Meeting, a quorum of shareholders is not present or if a quorum is present but sufficient votes to allow action on one or more proposals are not received from the shareholders, 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 the Fund present in person or by proxy and entitled to vote at the time of the Meeting to be adjourned. The persons named as proxies will vote in favor of any such adjournment if they believe the adjournment and additional proxy solicitation are reasonable and in the best interests of the Fund’s shareholders.
Votes cast by proxy or in person at each Meeting will be tabulated by the inspectors of election appointed for that Meeting. The inspectors of election, who may be employees of BlackRock, will determine whether or not a quorum is present at the Meeting. The inspectors of election will treat abstentions and “broker non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum. All If you hold your shares represented bydirectly (not through a broker-dealer, bank or other financial institution, or variable annuity contract or variable life insurance policy) and if you return a properly executed proxies, unless such proxies have previously been revoked, will be voted at each Meeting in accordance with the directionsproxy card that does not specify how you wish to vote on the proxies; if no direction is indicated, thea proposal, your shares will be voted “FOR” the Nominees in accordance with the recommendation of the Funds’ Boards as follows:Proposal 1. 1) “FOR” approval of each Fund’s New Investment Advisory Agreement. 2) “FOR” approval of each FDP Fund’s New FDP Subadvisory Agreement.
3) “FOR” approval of each Fund’s Contingent Subadvisory Agreement.
4) “FOR” approval of the proposed change in the fundamental investment restriction relating to industry concentration of ML Healthcare.
5) “FOR” approval of the proposed change in the fundamental investment restriction relating to industry concentration of ML Natural Resources.
6) “AGAINST” the shareholder proposal recommending divestiture of Freeport McMoRan Copper & Gold, Inc. stock by ML Global Allocation.
The shareholders of each Feeder Fund will also vote in connection with the matters applicable to their respective Master Trust.
Broker Non-Votes and Abstentions
Broker-dealer firms including Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), holding shares of a 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 ItemProposal 1 and Proposal 2 before the Meeting.Meetings. The Funds will include shares heldunderstand that such broker-dealer firms may, without instructions from their customers and clients, grant authority to the proxies designated to vote on the election of record by broker-dealers asNominees in Proposal 1 if no instructions have been received prior to which such authority has been grantedthe date specified in its tabulation of the total number of shares presentbroker-dealer firm’s request for purposes of determining whether the necessary quorum of shareholders of each Fund exists.voting instructions. Broker-dealer firms including MLPF&S, will not be permitted to grant voting authority with respect to shares for which no instructions have been received in connection with the new investment advisory agreements in Item 1, the new subadvisory agreements in Item 2, the contingent subadvisory agreements in Item 3, the proposed change in investment objectives in Proposal 2. A properly executed proxy card or other authorization by a beneficial owner of Fund shares that does not specify how the fundamental investment restriction relatingbeneficial owner’s shares should be voted on Proposal 1 or Proposal 2 may be deemed an instruction to industry concentrationvote such shares in Items 4favor of the proposal. Beneficial owners who do not return a proxy card may have their shares voted by broker-dealer firms in favor of Proposal 1. If you hold shares of a Fund through a bank or other financial institution or intermediary (called a service agent) that has entered into a service agreement with the Fund or a distributor of the Fund, the service agent may be the record holder of your shares. At the Meetings, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A properly executed proxy card or other authorization by a shareholder that does not specify how the shareholder’s shares should be voted on a proposal may be deemed to authorize a service provider to vote such shares in favor of the proposal. Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares with respect to which it has not received specific voting instructions from its customers. In those cases, the service agent may, but may not be required to, vote such shares in the same proportion as those shares for which the service agent has received voting instructions. This practice is commonly referred to as “echo voting.” Shares of certain Group A Funds are offered to variable annuity and 5variable life insurance separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies. Shares of such Funds are held by the shareholdervariable annuity contracts and variable life insurance products offered by the separate accounts of participating life insurance companies. However, in accordance with current law and interpretations thereof, participating insurance companies will vote shares held in the separate accounts in a manner consistent with voting instructions timely received from the holders of variable annuity contracts and variable life insurance policies. A signed proxy card or other authorization by a holder that does not specify how the holder’s shares should be voted on the proposal may be deemed an instruction to vote such shares in Item 6. Proxiesfavor of the applicable proposal. Those persons who have a voting interest as of the close of business on June 25, 2007 will be entitled to submit instructions to their participating insurance company. Each participating insurance company will vote such Fund shares held in separate accounts for which no timely instructions are received from the holders of variable annuity contracts and variable life insurance policies, as well as shares it owns, in the same proportion as those shares for which such insurance company receives voting instructions. For purposes of this Joint Proxy Statement, the term “shareholder” (when used to refer to the beneficial holder of ownership interests in a Fund) also includes holders of variable annuity contracts and variable life insurance policies. If you beneficially own shares that are returned toheld in “street name” through a Fund butbroker-dealer or that are marked “abstain”held of record by a service agent, or on whichif you hold shares through a variable annuity contract or a variable life insurance policy, and if you do not give specific voting instructions for your shares, they may not be voted at all or, as described above, they may be voted in a manner that you may not intend. Therefore, you are strongly encouraged to give your broker-dealer, has declinedservice agent or participating insurance company specific instructions as to vote on any non-routine proposal (“broker non-votes”)how you want your shares to be voted. Proposal 1(a) and 1(b): | • | | The vote requirement for each Fund to elect Nominees is set forth inAppendix B. |
The votes of each Fund that are series of the same Registrant will be counted together with respect to the election of the Nominees to the New Board of that Registrant and the shareholders of each Fund will vote together as a single class with the shareholders of all other Funds that are series of the same Registrant. | • | | The shareholders of each feeder Fund (identified inAppendix A) will also vote on Proposal 1 with respect to the election of the Nominees to the New Board of their corresponding master Fund or series of the corresponding master Fund. |
Proposal 2: Approval by each of Bond Fund and Master Bond Portfolio will require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote, as defined under the 1940 Act. The 1940 Act defines such vote as the lesser of (i) 67% or more of the total number of shares of all classes of a fund present foror represented by proxy at the purposesMeeting, voting together as a single class, if holders of determiningmore than 50% of the outstanding shares of all classes, taken as a quorum.single class, are present or represented by proxy at the Meeting; or (ii) more than 50% of the total number of outstanding shares of all classes of such fund, voting together as a single class. The shareholders of Bond Fund will also vote on Proposal 2 with respect to the approval to change the investment objective of its corresponding master Fund, Master Bond Portfolio. Approval of the proposals will occur only if a sufficient number of votes at the Meeting are cast “FOR” the proposal. Abstentions and broker non-votes will not be counted as votes cast. Therefore,cast and therefore, abstentions and broker non-votes will have no effect on the vote on Item 6 for ML Global Allocation. Abstentions and broker non-votes will have the same effect as a vote against ItemsProposal 1 2, 3, 4for Funds (identified inAppendix B) which require a majority of the outstanding shares present, in person or by proxy and 5a vote against Proposal 2. However, abstentions and broker non-votes will not have an effect on Proposal 1 for all Funds.Funds that require a plurality or majority of votes cast. Other MattersINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
Management knows The Board Members, including a majority of no other mattersthe Independent Board Members, of each Fund have selected Deloitte & Touche LLP (“D&T”) as the independent registered public accounting firm for the Funds. D&T, in accordance with Independence Standards Board Standard No. 1 (ISB No. 1), has confirmed to be presented ateach applicable Audit Committee that it is an independent registered public accounting firm with respect to each Fund. Ernst & Young LLP (“E&Y”) served as the Meetings. However, if other matters are presentedindependent registered public accounting firm of certain Funds* for a vote at a Meeting or any adjournments thereof,fiscal years prior to June 30, 2006. Each affected Fund’s Audit Committee approved the proxy holders will voteengagement of D&T as the shares represented by properly executed proxies according to their judgment on those matters. Annual Report Delivery
Each Fund will furnish, without charge, a copy of its Annual ReportFund’s independent registered public accounting firm for the Fund’s lastmost recently completed fiscal year, as well as for the current fiscal year. A majority of the Fund’s Board Members, including a majority of the Independent Board Members, approved the appointment of D&T.
The reports of E&Y on each applicable Fund’s financial statements for each of the last two fiscal years audited by E&Y contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. There have been no disagreements with E&Y during such fiscal years and any subsequent Semi-Annual Report tointerim period on any shareholder upon request.Such requests should be directedmatter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the applicable Fund, P.O. Box 9011, Princeton, New Jersey 08543-9011, Attention: Fund Secretary,satisfaction of E&Y, would have caused them to make reference thereto in their reports on the financial statements for such years. No representatives of D&T or to 1-800-543-6217.E&Y will be present at the Meetings. Shareholder MeetingsAppendix I sets forth for each Fund, for each applicable Fund’s two most recent fiscal years, the fees billed by that Fund’s independent registered public accounting firm for all audit and non-audit services provided directly to the Fund. The fee information inAppendix I is presented under the following captions:
The charters (a) Audit Fees—fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements, including out-of-pocket expenses. (b) Audit-Related Fees—fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators. (c) Tax Fees—fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, tax distribution and analysis reviews and miscellaneous tax advice. (d) All Other Fees—fees for products and services provided to the Fund other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”
| * | | E&Y served as the independent registered public accounting firm of various Funds identified inAppendix I. |
The charter of each Audit Committee requires that the Audit Committee approve (a) all audit and permissible non-audit services to be provided to each Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the investment adviser and any service providers controlling, controlled by or under common control with the investment adviser that provide ongoing services to the Fund (“Affiliated Service Providers”) if the engagement relates directly to the operations and financial reporting of the Fund. The Audit Committee has implemented policies and procedures by which such services may be approved other than by the full Committee. SeeAppendix I to this Joint Proxy Statement for information about the fees paid by the Funds, their investment advisers, and Affiliated Service Providers to each Fund’s independent registered public accounting firm. The Audit Committee of each Fund has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to a Fund on an annual basis require specific pre-approval by the Fund’s Audit Committee. As noted above, the Audit Committee also must approve other non-audit services provided to a Fund and those non-audit services provided to the Fund’s Affiliated Service Providers that relate directly to the operations and financial reporting of the Fund. Certain of these non-audit services that the Audit Committee believes are (a) consistent with the Commission’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent registered public accounting firm may be approved by the Audit Committee without consideration on a specific case-by-case basis (“general pre-approval”). However, for certain Funds such services will only be deemed pre-approved provided that any individual project does not exceed $5,000 attributable to the Fund or $50,000 for the project as a whole. Any proposed services exceeding the pre-approved cost levels for those Funds will require specific pre-approval by the Audit Committee of those Funds, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Audit Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. For each Fund’s two most recent fiscal years, there were no services rendered by D&T or E&Y to the Funds for which the pre-approval requirement was waived. Each Audit Committee has considered whether the provision of non-audit services that were rendered by D&T or E&Y to BlackRock Advisors and Affiliated Service Providers that were not pre-approved (not requiring pre-approval) is compatible with maintaining such auditor’s independence. All services provided by D&T or E&Y to each Fund, BlackRock Advisors or Affiliated Service Providers that were required to be pre-approved were pre-approved as required. ADDITIONAL INFORMATION 5% Share Ownership As of June 8, 2007, to the best of the Funds’ knowledge, the persons listed inAppendix J owned beneficially or of record the amounts indicated. Submission of Shareholder Proposals The open-end Funds do not require that the Funds hold annual meetings of shareholders. Each Fund will, however,A shareholder proposal intended to be required to call Annual Meetings of shareholders in accordance with the requirements of the 1940 Act to seek approval of new or material amendments to advisory arrangements or of a change in the fundamental policies, objectives or restrictions of the Funds. Each Fund also would be required to hold an annual shareholder 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, as applicable, by-laws generally provide that a shareholder meeting may be called by a majority of the Board Members, the President or on the written request of a specified percentage of the outstanding shares (or of a portfolio thereof if the meeting relates solely to that portfolio).
Shareholder Proposals
Shareholders of a Fund wishing to submit proposals for inclusionincluded in a proxy statement for a subsequent shareholderfuture meeting of shareholders of a Fund must send their written proposal to thatbe received at the offices of the Fund, 40 East 52nd Street, New York, New York 10022-5911, a reasonable time before the Board Members’ solicitation relatingFund begins to print and mail its proxy materials. Timely submission of a proposal does not guarantee that such meeting is toproposal will be made.included in a proxy statement. The
persons named as proxies in future proxy materials of a Fund may exercise discretionary authority with respect to any shareholder proposal presented at any subsequent shareholder meeting if written notice of such proposal has not been received by that Fund a reasonable period of time before the Board Members’ solicitation relating to such meeting is made. Written proposals Shareholder Communications Shareholders who want to communicate with regardthe Board or any individual Board Member should write their Fund to the attention of the Secretary, 40 East 52nd Street, New York, New York 10022-5911. The letter should indicate that you are a Fund shouldshareholder. If the communication is intended for a specific Board Member and so indicates, it will be sent only to that Board Member. If a communication does not indicate a specific Board Member, it will be sent to the Secretarychair of the nominating and governance committee and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons. Additionally, shareholders with complaints or concerns regarding accounting matters may address letters to the Fund’s Chief Compliance Officer (“CCO”), 40 East 52nd Street, New York, New York 10022-5911. Shareholders who are uncomfortable submitting complaints to the CCO may address letters directly to the Chair of the Audit Committee of the Board that oversees the Fund. Such letters may be submitted on an anonymous basis. Expense of Proxy Solicitation The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and this Joint Proxy Statement and costs in connection with the solicitation of proxies will be shared equally between BlackRock and the Funds. Additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of this Joint Proxy Statement, also will be shared equally between BlackRock and the Funds. Costs that are borne by the Funds collectively will be allocated among the Funds on the basis of a combination of their respective net assets and number of shareholder accounts, except when direct costs can be reasonably attributed to one or more specific Funds. Solicitation may be made by letter or telephone by officers or employees of BlackRock Advisors, or by dealers and their representatives. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies. The Funds and BlackRock will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding this Joint Proxy Statement and proxy materials to the beneficial owners of each Fund’s shares. The Funds and BlackRock have retained Broadridge Financial Solutions, Inc. (“Broadridge”), 51 Mercedes Way, Edgewood, New York 11717, a proxy solicitation firm, to assist in the solicitation of proxies. It is anticipated that Broadridge will be paid approximately $4,749,062 for such solicitation services (including reimbursements of out-of-pocket expenses), to be shared equally by BlackRock and the Funds. Broadridge may solicit proxies personally and by telephone. Each Fund’s portion of the foregoing expenses is not subject to any cap or voluntary agreement to waive fees and/or reimburse expenses that may otherwise apply to that Fund. Fiscal Year The fiscal year end of each Fund is as set forth inAppendix I. Privacy Principles of the Funds BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their nonpublic personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties. If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations. BlackRock obtains or verifies personal nonpublic information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our Web sites. BlackRock does not sell or disclose to nonaffiliated third parties any nonpublic personal information about its Clients, except as permitted by law or as is necessary to respond to regulatory inquiries or service Client accounts. These nonaffiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose. We may share information with our affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access to nonpublic personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the nonpublic personal information of its Clients, including procedures relating to the proper storage and disposal of such information. General Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Meetings. However, if other matters are properly presented to the Meetings for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Fund. A list of shareholders entitled to be present and to vote at the Meeting will be available at the offices of the Funds, 40 East 52nd Street, New York, New York 10022-5911, for inspection by any shareholder during regular business hours beginning ten days prior to the date of the Meeting. Failure of a quorum to be present at any Meeting will necessitate adjournment. The persons named in the enclosed proxy may also move for an adjournment of any Meeting to permit further solicitation of proxies with respect to the proposals if they determine that adjournment and further solicitation are reasonable and in the best interests of shareholders. Any such adjournment will require the affirmative vote of a majority of the shares of the Fund 800 Scudders Mill Road, Plainsboro, New Jersey 08536.present in person or by proxy and entitled to vote at the time of the Meeting to be adjourned. Any adjourned Meeting or Meetings may be held without the necessity of another notice. The persons named as proxies will vote in favor of any such adjournment if they believe the adjournment and additional proxy solicitation are reasonable and in the best interests of the Fund’s shareholders. For purposes of determining the presence of a quorum, abstentions and broker non-votes will be treated as shares that are present at the Meeting. Please vote promptly by signing and dating each enclosed proxy card, and if received by mail, returning it in the accompanying postage-paid return envelope OR by following the enclosed instructions to provide voting instructions by telephone or over the Internet. By order of the Boards of Directors/Trustees, Brian P. Kindelan Secretary of certain Funds and Alice A. Pellegrino Secretary of certain Funds July 2, 2007 Appendix A CORPORATIONS, TRUSTS, LLCS AND SERIES | | | | | | | | | Registrant (Term may be
used in this Joint Proxy
Statement) | | By Order of the Boards of Directors/Trustees
ALICEA. PELLEGRINO
Secretary of the Funds |
Dated: June ___, 2006
Defined terms used in these Appendices and not otherwise defined shall have the same meanings attributed thereto in the Joint Proxy Statement to which these Appendices are attached.
Appendix A
Corporations, Trusts and Series
Corporation/Trust
| | Form of Organization
| | Series
| | Term Usedmay be used in this
Joint Proxy Statement
| | Date of
Shareholders’
Meeting
| Master Basic ValueBlackRock Funds II | | Massachusetts Business Trust | | Total Return Portfolio | | Total Return | | September 7, 2007 | | | | | Total Return Portfolio II | | Total Return II | | September 7, 2007 | | | | | Delaware statutory trustMunicipal Bond Portfolio | | DE Municipal | | September 7, 2007 | | | | | Enhanced Income Portfolio | | Enhanced Income | | September 7, 2007 | | | | | AMT-Free Municipal Bond Portfolio | | AMT-Free Portfolio | | September 7, 2007 | | | | | GNMA Portfolio | | GNMA Portfolio | | September 7, 2007 | | | | | Government Income Portfolio | | Gov’t Income Portfolio | | September 7, 2007 | | | | | High Yield Bond Portfolio | | High Yield Bond Portfolio | | September 7, 2007 | | | | | Intermediate Bond Portfolio II | | Intermediate Bond II | | September 7, 2007 | | | | | Prepared Portfolio 2010 | | PP2010 | | September 7, 2007 | | | | | Prepared Portfolio 2015 | | PP2015 | | September 7, 2007 | | | | | Prepared Portfolio 2020 | | PP2020 | | September 7, 2007 | | | | | Prepared Portfolio 2025 | | PP2025 | | September 7, 2007 | | | | | Prepared Portfolio 2030 | | PP2030 | | September 7, 2007 | | | | | Prepared Portfolio 2035 | | PP2035 | | September 7, 2007 | | | | | Prepared Portfolio 2040 | | PP2040 | | September 7, 2007 | | | | | Prepared Portfolio 2045 | | PP2045 | | September 7, 2007 | | | | | Prepared Portfolio 2050 | | PP2050 | | September 7, 2007 | | | | | Intermediate Government Bond Portfolio | | Intermediate Gov’t Bond | | September 7, 2007 | | | | | International Bond Portfolio | | Int’l Bond Portfolio | | September 7, 2007 | | | | | Inflation Protected Bond Portfolio | | Inflation Protected | | September 7, 2007 | | | | | Kentucky Municipal Bond Portfolio | | KY Municipal | | September 7, 2007 | | | | | Low Duration Bond Portfolio | | Low Duration Portfolio | | September 7, 2007 | | | | | Managed Income Portfolio | | Managed Income | | September 7, 2007 | | | | | Ohio Municipal Bond Portfolio | | OH Municipal | | September 7, 2007 | | | | | BlackRock Strategic Portfolio I | | Strategic Portfolio I | | September 7, 2007 | | | | | Conservative Prepared Portfolio | | Conservative Prepared | | September 7, 2007 | | | | | Moderate Prepared Portfolio | | Moderate Prepared | | September 7, 2007 | | | | | Growth Prepared Portfolio | | Growth Prepared | | September 7, 2007 | | | | | Aggressive Growth Prepared Portfolio | | Aggressive Growth Prepared | | September 7, 2007 | BlackRock Bond Allocation Target Shares (BATS) | | Delaware Statutory Trust | | Series C Portfolio Series M Portfolio Series S Portfolio | | BATS—C BATS—M BATS—S | | September 7, 2007 September 7, 2007 September 7, 2007 | BlackRock Variable Series Funds, Inc. (BR Variable Series Funds) | | Maryland Corporation | | BlackRock Balanced Capital V.I. Fund BlackRock Basic Value V.I. Fund | | Balanced Capital V.I. Basic Value V.I. | | August 23, 2007 August 23, 2007 | | | | BlackRock Bond V.I. Fund | | Bond V.I. | | August 23, 2007 | | | | | BlackRock Fundamental Growth V.I. Fund | | Fundamental Growth V.I. | | August 23, 2007 | | | | | BlackRock Global Growth V.I. Fund | | Global Growth V.I. | | August 23, 2007 |
| | | | | | | | | Registrant (Term may be
used in this Joint Proxy
Statement) | | Form of Organization | | Series | | Term may be used in this
Joint Proxy Statement | | Date of
Shareholders’
Meeting | | | | | BlackRock S&P 500 Index V.I. Fund | | S&P 500 Index V.I. | | August 23, 2007 | | | | | BlackRock Large Cap Core V.I. Fund | | Large Cap Core V.I. | | August 23, 2007 | | | | | BlackRock Large Cap Growth V.I. Fund | | Large Cap Growth V.I. | | August 23, 2007 | | | | | BlackRock Large Cap Value V.I. Fund | | Large Cap Value V.I. | | August 23, 2007 | | | | | BlackRock Global Allocation V.I. Fund | | Global Allocation V.I. | | August 23, 2007 | | | | | BlackRock Utilities and Telecommunications V.I. Fund | | Utilities & Telecoms V.I. | | August 23, 2007 | | | | | BlackRock Value Opportunities V.I. Fund | | Value Opportunities V.I. | | August 23, 2007 | | | | | BlackRock International Value V.I. Fund | | Int’l Value V.I. | | August 23, 2007 | | | | | BlackRock Government Income V.I. Fund | | Gov’t Income V.I. | | August 23, 2007 | | | | | BlackRock High Income V.I. Fund | | High Income V.I. | | August 23, 2007 | | | | | BlackRock Money Market V.I. Fund | | Money Market V.I. | | August 23, 2007 | BlackRock Series Fund, Inc. (BR Series Fund) | | Maryland Corporation | | BlackRock Balanced Capital Portfolio BlackRock Bond Portfolio | | Balanced Capital Portfolio Bond Portfolio | | August 23, 2007 | | | | | BlackRock Fundamental Growth Portfolio | | Fundamental Growth Portfolio | | August 23, 2007 | | | | | BlackRock Global Allocation Portfolio | | Global Allocation Portfolio | | August 23, 2007 | | | | | BlackRock Government Income Portfolio | | Gov’t Income Portfolio | | August 23, 2007 | | | | | BlackRock High Income Portfolio | | High Income Portfolio | | August 23, 2007 | | | | | BlackRock Money Market Portfolio | | Money Market Portfolio | | August 23, 2007 | | | | | BlackRock Large Cap Core Portfolio | | Large Cap Core Portfolio | | August 23, 2007 | Master Value Opportunities LLC | | Delaware Limited Liability Company | | — | | Master Value Opportunities | | September 7, 2007 | BlackRock Value Opportunities Fund, Inc. | | Maryland Corporation | | — | | Value Opportunities | | September 7, 2007 | Master Basic Value LLC | | Delaware Limited Liability Company | | — | | Master Basic Value | | September 7, 2007 | BlackRock Basic Value Fund, Inc. | | Maryland Corporation | | — | | Basic Value | | September 7, 2007 | Master Focus Twenty LLC | | Delaware Limited Liability Company | | — | | Master Focus Twenty | | September 7, 2007 | BlackRock Focus Twenty Fund, Inc. | | Maryland Corporation | | — | | Focus Twenty | | September 7, 2007 | BlackRock Natural Resources Trust | | Massachusetts Business Trust | | — | | Natural Resources | | August 15, 200623, 2007 | BlackRock Global Growth Fund, Inc. | | Maryland Corporation | | — | | Global Growth | | September 7, 2007 | BlackRock Balanced Capital Fund, Inc. | | Maryland Corporation | | — | | Balanced Capital Fund | | September 7, 2007 | BlackRock Global SmallCap Fund, Inc. | | Maryland Corporation | | — | | Global SmallCap | | September 7, 2007 | Master Bond LLC (Master Bond) | | Delaware Limited Liability Company | | Master Bond Portfolio | | Master Bond | | September 7, 2007 |
| | | | | | | | | Registrant (Term may be
used in this Joint Proxy
Statement) | | Form of Organization | | Series | | Term may be used in this
Joint Proxy Statement | | Date of
Shareholders’
Meeting | BlackRock Bond Fund, Inc. (BR Bond Fund) | | Maryland Corporation | | BlackRock Bond Fund BlackRock High Income Fund | | Bond Fund High Income Fund | | September 7, 2007 September 7, 2007 | BlackRock Municipal Bond Fund, Inc. (BR Municipal Bond) | | Maryland Corporation | | BlackRock Municipal Insured Fund BlackRock National Municipal Fund | | Municipal Insured National Municipal | | September 7, 2007 September 7, 2007 | | | | | BlackRock Short-Term Municipal Fund | | Short-Term Municipal | | September 7, 2007 | | | | | BlackRock High Yield Municipal Fund | | High Yield Municipal | | September 7, 2007 | Merrill Lynch Basic
ValueBlackRock Equity Dividend Fund | | Massachusetts Business Trust | | — | | Equity Dividend | | August 23, 2007 | BlackRock Global Allocation Fund, Inc. | | Maryland corporationCorporation | | — | | Global Allocation Fund | | September 7, 2007 | BlackRock EuroFund | | Massachusetts Business Trust | | — | | Euro Fund | | August 23, 2007 | BlackRock Global Dynamic Equity Fund | | Delaware Statutory Trust | | — | | Global Dynamic Equity | | September 7, 2007 | BlackRock Utilities and Telecommunications Fund, Inc. | | Maryland Corporation | | — | | Utilities & Telecoms Fund | | September 7, 2007 | BlackRock Mid Cap Value Opportunities Series, Inc. (BR Mid Cap Value Opportunities) | | Maryland Corporation | | BlackRock Mid Cap Value Opportunities Fund | | Mid Cap Value Opportunities | | September 7, 2007 | BlackRock Municipal Series Trust (BR Municipal Series) | | Massachusetts Business Trust | | BlackRock Intermediate Municipal Fund | | Intermediate Municipal | | August 23, 2007 | Managed Account Series (MAS) | | Delaware Statutory Trust | | High Income Portfolio US Mortgage Portfolio | | MAS High Income MAS US Mortgage | | September 7, 2007 September 7, 2007 | | | | | Global SmallCap Portfolio | | MAS Global SmallCap | | September 7, 2007 | | | | | Mid Cap Value Opportunities Portfolio | | MAS Mid Cap Value | | September 7, 2007 | BlackRock Focus Value Fund, Inc. | | Maryland Corporation | | — | | Focus Value | | September 7, 2007 | BlackRock Fundamental Growth Fund, Inc. | | Maryland Corporation | | — | | Fundamental Growth Fund | | September 7, 2007 | BlackRock World Income Fund, Inc. | | Maryland Corporation | | — | | World Income | | September 7, 2007 | The GNMA Fund Investment Accumulation Program, Inc. | | Maryland Corporation | | — | | GNMA IAP | | August 23, 2007 | Master Commodity Strategies LLC | | Delaware Limited Liability Company | | — | | Master Commodity Strategies | | September 7, 2007 | BlackRock Commodity Strategies Fund | | Delaware Statutory Trust | | — | | Commodity Strategies | | September 7, 2007 | Short-Term Bond Master LLC (Short-Term Master) | | Delaware Limited Liability Company | | Short-Term Bond Master Portfolio | | Short-Term Bond Master | | September 7, 2007 |
| | | | | | | | | Registrant (Term may be
used in this Joint Proxy
Statement) | | Form of Organization | | Series | | Term may be used in this
Joint Proxy Statement | | Date of
Shareholders’
Meeting | BlackRock Short-Term Bond Series, Inc. (BR Short-Term Bond) | | Maryland Corporation | | BlackRock Short-Term Bond Fund | | Short-Term Bond | | September 7, 2007 | FDP Series, Inc. (FDP Series) | | Maryland Corporation | | Franklin Templeton Total Return FDP Fund Marsico Growth FDP Fund | | Total Return FDP Growth FDP | | September 7, 2007 September 7, 2007 | | | | | MFS Research International FDP Fund | | Research Int’l FDP | | September 7, 2007 | | | | | Van Kampen Value FDP Fund | | Value FDP | | September 7, 2007 | BlackRock Principal Protected Trust (BR PPT) | | Delaware Statutory Trust | | BlackRock Fundamental Growth Principal
Protected Fund BlackRock Basic Value Principal Protected Fund | | Fundamental Growth PPF Basic Value PPF | | September 7, 2007 September 7, 2007 | | | | | BlackRock Core Principal Protected Fund | | Core PPF | | September 7, 2007 | BlackRock California Municipal Series Trust (BR CA Municipal) | | Massachusetts Business Trust | | BlackRock California Insured Municipal Bond Fund | | CA Insured | | August 23, 2007 | BlackRock Multi-State Municipal Series Trust (BR Multi-State) | | Massachusetts Business Trust | | BlackRock Florida Municipal Bond Fund BlackRock New Jersey Municipal Bond Fund | | FL Municipal NJ Municipal | | August 23, 2007 August 23, 2007 | | | | BlackRock Pennsylvania Municipal Bond Fund | | PA Municipal | | August 23, 2007 | | | | | BlackRock New York Municipal Bond Fund | | NY Municipal | | August 23, 2007 | BlackRock International Value Trust (BR Int’t Value) | | Massachusetts Business Trust | | BlackRock International Value Fund | | Int’l Value | | August 23, 2007 | BlackRock FundsSM | | Massachusetts Business Trust | | Asset Allocation Portfolio All-Cap Global Resources Portfolio | | Asset Allocation All-Cap Global Resources | | September 7, 2007 September 7, 2007 | | | | | Aurora Portfolio | | Aurora | | September 7, 2007 | | | | | Investment Trust | | Investment Trust | | September 7, 2007 | | | | | Exchange Portfolio | | Exchange Portfolio | | September 7, 2007 | | | | | Global Opportunities Portfolio | | Global Opportunities Portfolio | | September 7, 2007 | | | | | Global Resources Portfolio | | Global Resources Portfolio | | September 7, 2007 | | | | | Global Science & Technology Opportunities Portfolio | | Science & Tech Opportunities | | September 7, 2007 | | | | | Health Sciences Opportunities Portfolio | | Health Sciences Opportunities | | September 7, 2007 | | | | | International Opportunities Portfolio | | Int’l Opportunities Portfolio | | September 7, 2007 | | | | | Capital Appreciation Portfolio | | Capital Appreciation Portfolio | | September 7, 2007 | | | | | Mid-Cap Growth Equity Portfolio | | Mid-Cap Growth Equity | | September 7, 2007 | | | | | Mid-Cap Value Equity Portfolio | | Mid-Cap Value Equity | | September 7, 2007 | | | | | Small Cap Growth Equity Portfolio | | Small Cap Growth Equity | | September 7, 2007 | | | | | Small Cap Core Equity Portfolio | | Small Cap Core Equity | | September 7, 2007 | | | | | Small Cap Value Equity Portfolio | | Small Cap Value Equity | | September 7, 2007 | | | | | Small/Mid-Cap Growth Portfolio | | Small/Mid-Cap Growth | | September 7, 2007 | | | | | U.S. Opportunities Portfolio | | US Opportunities | | September 7, 2007 | | | | | Index Equity Portfolio | | Index Equity | | September 7, 2007 | | | | | Money Market Portfolio | | Money Market | | September 7, 2007 | | | | | Municipal Money Market Portfolio | | Municipal Money Market | | September 7, 2007 | | | | | U.S. Treasury Money Market Portfolio | | Treasury Money Market | | September 7, 2007 |
| | | | | | | | | Registrant (Term may be
used in this Joint Proxy
Statement) | | Form of Organization | | Series | | Term may be used in this
Joint Proxy Statement | | Date of
Shareholders’
Meeting | | | | | North Carolina Municipal Money Market Portfolio | | NC Money Market | | September 7, 2007 | | | | | New Jersey Municipal Money Market Portfolio | | NJ Money Market | | September 7, 2007 | | | | | Ohio Municipal Money Market Portfolio | | OH Money Market | | September 7, 2007 | | | | | Pennsylvania Municipal Money Market Portfolio | | PA Money Market | | September 7, 2007 | | | | | Virginia Municipal Money Market Portfolio | | VA Money Market | | September 7, 2007 | Quantitative Master Series LLC (QMS LLC) | | Delaware Limited Liability Company | | Master Enhanced Small Cap Series Master Core Bond Enhanced Index Series | | Master Enhanced Small Cap Master Core Bond Enhanced | | September 7, 2007 September 7, 2007 | | | | | Master Enhanced International Series | | Master Enhanced Int’l | | September 7, 2007 | | | | | Master Enhanced S&P 500 Series | | Master Enhanced S&P 500 | | September 7, 2007 | | | | | Master Extended Market Index Series | | Master Extended Market Index | | September 7, 2007 | | | | | Master International Index Series | | Master Int’l Index | | September 7, 2007 | | | | | Master Mid Cap Index Series | | Master Mid Cap Index | | September 7, 2007 | | | | | Master S&P 500 Index Series | | Master S&P 500 Index | | September 7, 2007 | | | | | Master Small Cap Index Series | | Master Small Cap Index | | September 7, 2007 | BlackRock Index Funds, Inc. (BR Index) | | Maryland Corporation | | BlackRock International Index Fund BlackRock S&P 500 Index Fund | | Int’l Index S&P 500 Index | | September 7, 2007 September 7, 2007 | | | | | BlackRock Small Cap Index Fund | | Small Cap Index | | September 7, 2007 | Merrill Lynch U.S.A Government Reserves | | Massachusetts Business Trust | | — | | ML Basic ValueUSA Gov’t Reserves | | August 15, 200623, 2007 | Merrill Lynch U.S. Treasury Money Fund | | | | | | | | | Mercury Basic Value
Fund, Inc. | | Maryland corporation | | — | | Mercury Basic Value | | August 15, 2006 | | | | | | | | | | Master Value
OpportunitiesMassachusetts Business Trust | | Delaware statutory trust | | — | | Master Value Opportunities | | August 15, 2006 | | | | | | | | | | Merrill Lynch Value
Opportunities Fund, Inc. | | Maryland corporation | | — | | ML Value OpportunitiesTreasury Money Fund | | August 15, 200623, 2007 | | | | | | | | | | Merrill Lynch Strategy
Series, Inc. | | Maryland corporation | | Merrill Lynch Strategy
Growth and Income Fund | | ML Strategy Growth and Income | | August 15, 2006 | | | | | | | | | | | | | | Merrill Lynch Strategy
Long-Term Growth Fund | | ML Strategy Long-Term Growth | | August 15, 2006 | | | | | | | | | | | | | | Merrill Lynch Strategy
All-Equity Fund | | ML Strategy All-Equity | | August 15, 2006 | | | | | | | | | | Merrill Lynch Balanced
Capital Fund, Inc. | | Maryland corporation | | — | | ML Balanced Capital | | August 15, 2006 | | | | | | | | | | Merrill Lynch Disciplined
Equity Fund, Inc. | | Maryland corporation | | — | | ML Disciplined Equity | | August 15, 2006 | | | | | | | | | | Merrill Lynch Global
Growth Fund, Inc. | | Maryland corporation | | — | | ML Global Growth | | August 15, 2006 | | | | | | | | | | Merrill Lynch Natural
ResourcesReady Assets Trust | | Massachusetts business trust | | — | | ML Natural Resources | | July 31, 2006 | | | | | | | | | | Merrill Lynch Ready
AssetsBusiness Trust | | Massachusetts business trust | | — | | ML Ready Assets | | July 31, 2006August 23, 2007 | | | | | | | | | | FAM SeriesBlackRock Healthcare Fund, Inc. | | Maryland corporation | | Mercury Balanced Capital
Strategy Portfolio | | Mercury Balanced Capital | | August 15, 2006 |
Corporation/Trust
| | Form of Organization
| | Series
| | Term Used in this
Joint Proxy Statement
| | Date of Meeting
| | | | | Mercury Large Cap Core
Strategy Portfolio | | Mercury Large Cap Core | | August 15, 2006 | | | | | | | | | | | | | | Mercury Core Bond
Strategy Portfolio | | Mercury Core Bond | | August 15, 2006 | | | | | | | | | | | | | | Mercury Global Allocation
Strategy Portfolio | | Mercury Global Allocation | | August 15, 2006 | | | | | | | | | | | | | | Mercury Fundamental Growth
Strategy Portfolio | | Mercury Fundamental Growth | | August 15, 2006 | | | | | | | | | | | | | | Mercury High Yield Portfolio | | Mercury High Yield | | August 15, 2006 | | | | | | | | | | | | | | Mercury Intermediate
Government Bond Portfolio | | Mercury Intermediate
Government Bond | | August 15, 2006 | | | | | | | | | | | | | | Mercury Money Reserve Portfolio | | Mercury Money Reserve | | August 15, 2006 | | | | | | | | | | | | | | Mercury Low Duration Portfolio | | Mercury Low Duration | | August 15, 2006 | | | | | | | | | | | | | | Mercury Global SmallCap Portfolio | | Mercury Global SmallCap | | August 15, 2006 | | | | | | | | | | | | | | Mercury Equity Dividend Portfolio | | Mercury Equity Dividend | | August 15, 2006 | | | | | | | | | | | | | | Mercury Mid Cap Value
Opportunities Portfolio | | Mercury Mid Cap | | August 15, 2006 | | | | | | | | | | | | | | Mercury Small Cap Index Portfolio | | Mercury Small Cap | | August 15, 2006 | | | | | | | | | | | | | | Mercury International
Index Portfolio | | Mercury International Index | | August 15, 2006 | | | | | | | | | | Merrill Lynch USA
Government Reserves | | Massachusetts business trustCorporation | | — | | ML USA Government | | July 31, 2006 | | | | | | | | | | Merrill Lynch U.S.
Treasury MoneyHealthcare Fund | | Massachusetts business trustSeptember 7, 2007 | BlackRock Global Technology Fund, Inc. | | Maryland Corporation | | — | | ML U.S. TreasuryGlobal Technology Fund | | July 31, 2006September 7, 2007 | BlackRock Developing Capital Markets Fund, Inc. | | Maryland Corporation | | — | | Developing Capital Markets | | September 7, 2007 | Quantitative Master
BlackRock Latin America Fund, Inc. | | Maryland Corporation | | — | | Latin America Fund | | September 7, 2007 | BlackRock Pacific Fund, Inc. | | Maryland Corporation | | — | | Pacific Fund | | September 7, 2007 | BlackRock Financial Institutions Series Trust (BR Financial Institutions) | | Massachusetts Business Trust | | Delaware statutory trustBlackRock Summit Cash Reserves Fund | | Master Aggregate Bond Index Series | | QMST Aggregate BondSummit Cash Reserves | | August 15, 200623, 2007 | | | | | | | | | | | | | | Master Enhanced International Series | | QMST Enhanced International | | August 15, 2006 | | | | | | | | | | | | | | Master Enhanced S&P 500 Series | | QMST Enhanced S&P 500 | | August 15, 2006 | | | | | | | | | | | | | | Master Enhanced | | QMST Enhanced Small Cap | | August 15, 2006 |
Corporation/Trust
| | Form of Organization
| | Series
| | Term Used in this
Joint Proxy Statement
| | Date of Meeting
| | | | | Small Cap Series
Master Extended Market Index Series | | QMST Extended Market Index | | August 15, 2006 | | | | | | | | | | | | | | Master International Index Series | | QMST International Index | | August 15, 2006 | | | | | | | | | | | | | | Master S&P 500 Index Series | | QMST S&P 500 Index | | August 15, 2006 | | | | | | | | | | | | | | Master Small Cap Index Series | | QMST Small Cap Index | | August 15, 2006 | | | | | | | | | | | | | | Master Mid Cap Index Series | | QMST Mid Cap Index | | August 15, 2006 | | | | | | | | | | Merrill Lynch Index Funds, Inc. | | Maryland corporation | | Merrill Lynch Aggregate
Bond Index Fund | | ML Aggregate Bond Index | | August 15, 2006 | | | | | | | | | | | | | | Merrill Lynch International
Index Fund | | ML International Index | | August 15, 2006 | | | | | | | | | | | | | | Merrill Lynch S&P 500
Index Fund | | ML S&P 500 Index | | August 15, 2006 | | | | | | | | | | | | | | Merrill Lynch Small Cap
Index Fund | | ML Small Cap Index | | August 15, 2006 | | | | | | | | | | Master Money TrustLLC | | Delaware statutory trustLimited Liability Company | | — | | Master Money | | August 15, 2006September 7, 2007 | | | | | | | | | | CMA Money Fund | | Massachusetts business trust | | — | | CMA Money | | July 31, 2006 | | | | | | | | | | WCMA Money Fund | | Massachusetts business trust | | — | | WCMA Money | | July 31, 2006 | | | | | | | | | | Master Government
Securities TrustLLC | | Delaware statutory trustLimited Liability Company | | — | | Master GovernmentGov’t Securities | | August 15, 2006September 7, 2007 |
| | | | | | | | | Registrant (Term may be
used in this Joint Proxy
Statement) | | Form of Organization | | Series | | Term may be used in this
Joint Proxy Statement | | Date of
Shareholders’
Meeting | CMA Government
Securities Fund | | Massachusetts business trust | | —Global Resources Portfolio | | CMA Government SecuritiesGlobal Resources Portfolio | | July 31, 2006September 7, 2007 | | | | | | | | | | WCMA Government
Securities Fund | | Massachusetts business trust | | — | | WCMA Government Securities | | July 31, 2006 | | | | | | | | | | Master Tax-Exempt TrustLLC | | Delaware statutory trustLimited Liability Company | | — | | Master Tax-Exempt | | August 15, 2006September 7, 2007 | Master Treasury LLC | | Delaware Limited Liability Company | | — | | Master Treasury | | September 7, 2007 | CMA Tax-ExemptMoney Fund | | Massachusetts Business Trust | | — | | CMA Money Fund | | August 23, 2007 | CMA Government Securities Fund | | Massachusetts business trustBusiness Trust | | — | | CMA Gov’t Securities | | August 23, 2007 | CMA Tax-Exempt Fund | | Massachusetts Business Trust | | — | | CMA Tax-Exempt | | July 31, 2006August 23, 2007 | CMA Treasury Fund | | Massachusetts Business Trust | | — | | CMA Treasury | | August 23, 2007 | WCMA Tax-ExemptMoney Fund | | Massachusetts Business Trust | | — | | WCMA Money Fund | | August 23, 2007 | WCMA Government Securities Fund | | Massachusetts business trustBusiness Trust | | — | | WCMA Gov’t Securities | | August 23, 2007 | WCMA Tax-Exempt Fund | | Massachusetts Business Trust | | — | | WCMA Tax-Exempt | | July 31, 2006August 23, 2007 | | | | | | | | | | MasterWCMA Treasury Trust | | Delaware statutory trust | | — | | Master Treasury | | August 15, 2006 | | | | | | | | | |
Corporation/TrustFund
| | Form of Organization
| | Series
| | Term Used in this
Joint Proxy Statement
| | Date of Meeting
| CMA Treasury Fund | | Massachusetts business trust | | — | | CMA Treasury | | July 31, 2006 | | | | | | | | | | WCMA Treasury Fund | | Massachusetts business trustBusiness Trust | | — | | WCMA Treasury | | July 31, 2006August 23, 2007 | | | | | | | | | | CMA Multi-State
Municipal Series Trust | | Massachusetts business trust | | CMA Arizona Municipal
Money Fund | | CMA Arizona | | July 31, 2006 | | | | | | | | | | | | | | CMA California Municipal
Money Fund | | CMA California | | July 31, 2006 | | | | | | | | | | | | | | CMA Connecticut Municipal
Money Fund | | CMA Connecticut | | July 31, 2006 | | | | | | | | | | | | | | CMA Florida Municipal
Money Fund | | CMA Florida | | July 31, 2006 | | | | | | | | | | | | | | CMA Massachusetts Municipal
Money Fund | | CMA Massachusetts | | July 31, 2006 | | | | | | | | | | | | | | CMA Michigan Municipal
Money Fund | | CMA Michigan | | July 31, 2006 | | | | | | | | | | | | | | CMA New Jersey Municipal
Money Fund | | CMA New Jersey | | July 31, 2006 | | | | | | | | | | | | | | CMA New York Municipal
Money Fund | | CMA New York | | July 31, 2006 | | | | | | | | | | | | | | CMA North Carolina Municipal
Money Fund | | CMA North Carolina | | July 31, 2006 | | | | | | | | | | | | | | CMA Ohio Municipal
Money Fund | | CMA Ohio | | July 31, 2006 | | | | | | | | | | | | | | CMA Pennsylvania Municipal
Money Fund | | CMA Pennsylvania | | July 31, 2006 | | | | | | | | | | Global Financial Services Master Senior Floating
Rate TrustLLC | | Delaware statutory trust | | — | | Master Senior Floating Rate | | August 15, 2006 | | | | | | | | | | Merrill Lynch Senior
Floating Rate Fund, Inc. | | Maryland corporation | | — | | ML Senior Floating Rate | | August 15, 2006 |
Corporation/Trust
| | Form of Organization
| | Series
| | Term Used in this
Joint Proxy Statement
| | Date of Meeting
| Merrill Lynch Senior
Floating Rate Fund II, Inc. | | Maryland corporation | | — | | ML Senior Floating Rate II | | August 15, 2006 | | | | | | | | | | Global Financial Services
Master Trust | | Delaware statutory trustLimited Liability Company | | — | | Global Financial Services Master | | August 15, 2006September 7, 2007 | | | | | | | | | | Merrill LynchBlackRock Global
Financial Services Fund, Inc. | | Maryland corporationCorporation | | — | | ML Global Financial Services | | August 15, 2006September 7, 2007 | | | | | | | | | | Master U.S. High Yield Trust | | Delaware statutory trust | | — | | Master U.S. High Yield | | August 15, 2006 | | | | | | | | | | Merrill Lynch U.S. High
Yield Fund, Inc. | | Maryland corporation | | — | | ML U.S. High Yield | | August 15, 2006 | | | | | | | | | | Merrill Lynch Equity
Dividend FundRetirement Series Trust (ML Retirement Series) | | Massachusetts business trust | | —- | | ML Equity Dividend | | July 31, 2006 | | | | | | | | | | Master BondBusiness Trust | | Delaware statutory trust | | Master Core Bond Portfolio | | Master Core Bond | | August 15, 2006 | | | | | | | | | | Merrill Lynch Bond Fund, Inc. | | Maryland corporation | | Core Bond Portfolio | | ML Bond Core Bond | | August 15, 2006 | | | | | | | | | | | | | | Intermediate Term Portfolio | | ML Bond Intermediate Term | | August 15, 2006 | | | | | | | | | | | | | | High Income Portfolio | | ML Bond High Income | | August 15, 2006 | | | | | | | | | | Merrill Lynch Developing Capital Markets Fund, Inc. | | Maryland corporation | | — | | ML Developing Capital Markets | | August 15, 2006 | | | | | | | | | | Merrill Lynch EuroFund | | Massachusetts business trust | | — | | ML EuroFund | | July 31, 2006 | | | | | | | | | | Merrill Lynch Global
Allocation Fund, Inc. | | Maryland corporation | | — | | ML Global Allocation | | August 15, 2006 | | | | | | | | | | Merrill Lynch Global Equity
Opportunities Fund | | Delaware statutory trust | | — | | ML Global Equity | | August 15, 2006 | | | | | | | | | | Merrill Lynch Global
SmallCap Fund, Inc. | | Maryland corporation | | — | | ML Global SmallCap | | August 15, 2006 | | | | | | | | | | Merrill Lynch Global
Technology Fund, Inc. | | Maryland corporation | | — | | ML Global Technology | | August 15, 2006 | | | | | | | | | | Merrill Lynch Global
Value Fund, Inc. | | Maryland corporation | | — | | ML Global Value | | August 15, 2006 | | | | | | | | | | Merrill Lynch Healthcare
Fund, Inc. | | Maryland corporation | | — | | ML Healthcare | | August 15, 2006 | | | | | | | | | | Merrill Lynch Latin
America Fund, Inc. | | Maryland corporation | | — | | ML Latin America | | August 15, 2006 |
Corporation/Trust
| | Form of Organization
| | Series
| | Term Used in this
Joint Proxy Statement
| | Date of Meeting
| Merrill Lynch Municipal
Bond Fund, Inc. | | Maryland corporation | | National Portfolio | | ML Muni Bond National | | August 15, 2006 | | | | | | | | | | | | | | Insured Portfolio | | ML Muni Bond Insured | | August 15, 2006 | | | | | | | | | | | | | | Short-Term Portfolio | | ML Muni Bond Short-Term | | August 15, 2006 | | | | | | | | | | Merrill Lynch Municipal
Series Trust | | Massachusetts business trust | | Merrill Lynch Municipal
Intermediate TermRetirement Reserves Money Fund | | ML Municipal Intermediate Term | | July 31, 2006 | | | | | | | | | | Merrill Lynch Pacific
Fund, Inc. | | Maryland corporation | | — | | ML PacificRetirement Reserves | | August 15, 200623, 2007 | | | | | | | | | | Merrill Lynch Utilities and
Telecommunications Fund, Inc. | | Maryland corporation | | — | | ML Utilities | | August 15, 2006 | | | | | | | | | | Merrill Lynch Financial
Institutions Series Trust | | Massachusetts business trust | | Summit Cash Reserves Fund | | Summit | | July 31, 2006 | | | | | | | | | | Master Focus Twenty Trust | | Delaware statutory trust | | — | | Master Focus Twenty | | August 15, 2006 | | | | | | | | | | Merrill Lynch Focus
Twenty Fund, Inc. | | Maryland corporation | | — | | ML Focus Twenty | | August 15, 2006 | | | | | | | | | | Master Large Cap Series TrustLLC (Master Large Cap) | | Delaware statutory trustLimited Liability Company | | Master Large Cap Core Portfolio Master Large Cap Growth Portfolio | | Master Large Cap Core Master Large Cap Growth | | August 15, 2006September 7, 2007 September 7, 2007 | | | | | | | | | | | | | | Master Large Cap Value Portfolio | | Master Large Cap Value | | August 15, 2006September 7, 2007 | BlackRock Large Cap Series Funds, Inc.
(BR Large Cap) | | Maryland Corporation | | BlackRock Large Cap Core Fund BlackRock Large Cap Growth Fund | | Large Cap Core Large Cap Growth | | September 7, 2007 September 7, 2007 | | | | | BlackRock Large Cap Value Fund | | Large Cap Value | | September 7, 2007 | BlackRock Master LLC
(BR Master) | | Delaware Limited Liability Company | | BlackRock Master Small Cap Growth Portfolio BlackRock Master International Portfolio | | Master Small Cap Growth Master Int’l | | September 7, 2007 September 7, 2007 | BlackRock Series, Inc.
(BR Series) | | Maryland Corporation | | BlackRock International Fund BlackRock Small Cap Growth Fund II | | Int’l Fund Small Cap Growth II | | September 7, 2007 September 7, 2007 | Master Institutional
Money Market LLC (Master Institutional) | | Delaware Limited Liability Company | | Merrill Lynch Premier Institutional Portfolio Merrill Lynch Institutional Portfolio | | ML Premier Institutional ML Institutional | | September 7, 2007 September 7, 2007 | | | | Merrill Lynch Institutional Tax-Exempt Portfolio | | ML Institutional Tax-Exempt | | September 7, 2007 | Merrill Lynch Funds For Institutions Series
(ML Institutions Series) | | Massachusetts Business Trust | | Merrill Lynch Government Fund Merrill Lynch Treasury Fund | | ML Gov’t ML Treasury | | September 7, 2007 September 7, 2007 | | | | Merrill Lynch Institutional Fund | | ML Institutional Fund | | September 7, 2007 | | | | | Merrill Lynch Premier Institutional Fund | | ML Premier Institutional Fund | | September 7, 2007 | | | | | Merrill Lynch Institutional Tax-Exempt Fund | | ML Institutional Tax-Exempt Fund | | September 7, 2007 |
| | | | | | | | | Registrant (Term may be
used in this Joint Proxy
Statement) | | Form of Organization | | Series | | Term may be used in this
Joint Proxy Statement | | Date of
Shareholders’
Meeting | CMA Multi-State Municipal Series Trust (CMA Multi-State) | | Massachusetts Business Trust | | CMA Arizona Municipal Money Fund | | CMA AZ Municipal | | August 23, 2007 | | | | CMA California Municipal Money Fund | | CMA CA Municipal | | August 23, 2007 | | | | CMA Connecticut Municipal Money Fund | | CMA CT Municipal | | August 23, 2007 | | | | | CMA Massachusetts Municipal Money Fund | | CMA MA Municipal | | August 23, 2007 | | | | | CMA Michigan Municipal Money Fund | | CMA MI Municipal | | August 23, 2007 | | | | | CMA New Jersey Municipal Money Fund | | CMA NJ Municipal | | August 23, 2007 | | | | | CMA New York Municipal Money Fund | | CMA NY Municipal | | August 23, 2007 | | | | | CMA North Carolina Municipal Money Fund | | CMA NC Municipal | | August 23, 2007 | | | | | CMA Ohio Municipal Money Fund | | CMA OH Municipal | | August 23, 2007 | | | | | CMA Pennsylvania Municipal Money Fund | | CMA PA Municipal | | August 23, 2007 | | | | | CMA Florida Municipal Money Fund | | CMA FL Municipal | | August 23, 2007 |
Master/Feeder Funds | | | Master Funds | | Feeder Funds | Master Basic Value LLC | | BlackRock Basic Value Fund, Inc. | Master Value Opportunities LLC | | BlackRock Value Opportunities Fund, Inc. | Quantitative Master Series LLC | | BlackRock Index Funds, Inc. | Master S&P 500 Index Series | | BlackRock S&P 500 Index Fund | Master Small Cap Index Series | | BlackRock Small Cap Index Fund | Master International Index Series | | BlackRock International Index Fund | Master Core Bond Enhanced Index Series | | | Master Enhanced Small Cap Series | | | Master Enhanced International Series | | | Master Enhanced S&P 500 Series | | | Master Extended Market Index Series | | | Master Mid Cap Index Series | | | Quantitative Master Series LLC | | BlackRock FundsSM | Master S&P 500 Index Series | | Index Equity Portfolio | Master Money LLC | | CMA Money Fund | | | WCMA Money Fund | Master Government Securities LLC | | CMA Government Securities Fund | | | WCMA Government Securities Fund | Master Tax-Exempt LLC | | CMA Tax-Exempt Fund | | | WCMA Tax-Exempt Fund | Master Treasury LLC | | CMA Treasury Fund | | | WCMA Treasury Fund | Global Financial Services Master LLC | | BlackRock Global Financial Services Fund, Inc. | Master Bond LLC | | BlackRock Bond Fund, Inc. | Master Bond Portfolio | | BlackRock Bond Fund | Master Focus Twenty LLC | | BlackRock Focus Twenty Fund, Inc. | Master Large Cap Series LLC | | BlackRock Large Cap Series Funds, Inc. | Master Large Cap Growth Portfolio | | BlackRock Large Cap Growth Fund | Master Large Cap Value Portfolio | | BlackRock Large Cap Value Fund | Master Large Cap Core Portfolio | | BlackRock Large Cap Core Fund | Short-Term Bond Master LLC | | Short-Term Bond Series, Inc. | Short-Term Bond Master Portfolio | | BlackRock Short-Term Bond Fund | BlackRock Master LLC | | BlackRock Series, Inc. | BlackRock Master International Portfolio | | BlackRock International Fund | BlackRock Master Small Cap Growth Portfolio | | BlackRock Small Cap Growth Fund II | Master Commodity Strategies LLC | | BlackRock Commodity Strategies Fund | Master Institutional Money Market LLC | | Merrill Lynch Funds For Institutions Series | Merrill Lynch Institutional Portfolio | | Merrill Lynch Institutional Fund | Merrill Lynch Premier Institutional Portfolio | | Merrill Lynch Premier Institutional Fund | Merrill Lynch Institutional Tax-Exempt Portfolio | | Merrill Lynch Institutional Tax-Exempt Fund |
Appendix B Fund Information The following table lists, with respect to each Fund, the total number of shares outstanding and the net assets of the Fund on June 25, 2007, the record date for voting at the Meeting. The table also lists the quorum requirements for each Fund and the vote required for Proposal 1 for each Fund. (Vote requirements for Proposal 2 are listed under the heading “Vote Required and Manner of Voting Proxies,” which begins on page 28 of the Joint Proxy Statement.) | | | | | | | | | Fund(*) | | Total Shares Outstanding | | Net Assets ($) | | Quorum Requirement | | Vote Required to Approve Proposal 1† | BlackRock Bond Allocation Target Shares | | 98,163,901 | | — | | Majority of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | Series C Portfolio | | 46,346,177 | | 446,146,717 | | — | | — | Series M Portfolio | | 47,983,497 | | 458,805,243 | | — | | — | Series S Portfolio | | 3,834,227 | | 37,394,225 | | — | | — | Master Value Opportunities LLC** | | — | | 2,700,554,806 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | BlackRock Value Opportunities Fund, Inc. | | 109,275,832 | | 2,698,094,871 | | Majority of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | Master Basic Value LLC** | | — | | 8,590,862,951 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | BlackRock Basic Value Fund, Inc. | | 256,727,490 | | 8,587,417,680 | | Majority of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock Natural Resources Trust** | | 7,336,268 | | 450,477,405 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | BlackRock Global Growth Fund, Inc. | | 41,160,315 | | 667,481,837 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock Balanced Capital Fund, Inc. | | 83,984,724 | | 2,413,744,953 | | Majority of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast |
| | | | | | | | | Fund(*) | | Total Shares Outstanding | | Net Assets ($) | | Quorum Requirement | | Vote Required to Approve Proposal 1† | BlackRock Series Fund, Inc. | | — | | — | | Majority of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock Balanced Capital Portfolio | | 51,435,660 | | 860,489,361 | | — | | — | BlackRock Bond Portfolio | | 10,080,462 | | 112,246,921 | | — | | — | BlackRock Fundamental Growth Portfolio | | 8,737,413 | | 219,582,599 | | — | | — | BlackRock Global Allocation Portfolio | | 17,365,742 | | 318,264,092 | | — | | — | BlackRock Government Income Portfolio | | 14,417,263 | | 155,830,815 | | — | | — | BlackRock High Income Portfolio | | 10,020,017 | | 57,756,713 | | — | | — | BlackRock Money Market Portfolio | | 313,697,258 | | 313,739,762 | | — | | — | BlackRock Large Cap Core Portfolio | | 12,132,957 | | 323,888,951 | | — | | — | BlackRock Global SmallCap Fund, Inc. | | 50,767,076 | | 1,418,259,777 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | Master Bond LLC** | | — | | — | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | Master Bond Portfolio | | — | | 3,313,456,592 | | — | | — | BlackRock Bond Fund, Inc. | | — | | — | | Majority of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock Bond Fund | | 222,813,450 | | 2,502,548,096 | | — | | — | BlackRock High Income Fund | | 278,696,864 | | 1,466,815,470 | | — | | — | BlackRock Municipal Bond Fund, Inc. | | — | | — | | Majority of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock Municipal Insured Fund | | 114,748,421 | | 877,470,241 | | — | | — | BlackRock National Municipal Fund | | 153,895,065 | | 1,599,239,406 | | — | | — | BlackRock Short-Term Municipal Fund | | 27,789,167 | | 274,573,026 | | — | | — | BlackRock High Yield Municipal Fund | | 6,998,912 | | 69,646,427 | | — | | — | BlackRock Equity Dividend Fund** | | 71,449,592 | | 1,423,773,839 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting |
| | | | | | | | | Fund(*) | | Total Shares Outstanding | | Net Assets ($) | | Quorum Requirement | | Vote Required to Approve Proposal 1† | BlackRock Global Allocation Fund, Inc. | | 1,033,830,370 | | 19,739,481,859 | | Majority of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock EuroFund** | | 43,874,529 | | 1,027,374,839 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | BlackRock Municipal Series Trust** | | — | | — | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | BlackRock Intermediate Municipal Fund | | 18,701,121 | | 188,088,246 | | — | | — | BlackRock Global Dynamic Equity Fund | | 91,193,577 | | 1,226,548,252 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock Utilities and Telecommunications Fund, Inc. | |
10,416,454 | |
170,400,751 | |
Majority of the shares entitled to vote, present in person or by proxy | |
Plurality of votes cast | BlackRock Mid Cap Value Opportunities Series, Inc. | | — | | — | | Majority of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock Mid Cap Value Opportunities Fund | | 24,569,138 | | 474,765,282 | | — | | — | Managed Account Series | | — | | — | | 1/3 of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | High Income Portfolio | | 9,849,099 | | 99,361,946 | | — | | — | US Mortgage Portfolio | | 13,014,892 | | 126,507,648 | | — | | — | Global SmallCap Portfolio | | 10,218,372 | | 140,227,334 | | — | | — | Mid Cap Value Opportunities Portfolio | | 10,977,363 | | 134,594,874 | | — | | — | Short-Term Bond Master LLC** | | — | | — | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | Short-Term Bond Master Portfolio | | — | | 674,008,559 | | — | | — |
| | | | | | | | | Fund(*) | | Total Shares Outstanding | | Net Assets ($) | | Quorum Requirement | | Vote Required to Approve Proposal 1† | BlackRock Short-Term Bond Series, Inc. | | — | | — | | 1/3 of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock Short-Term Bond Fund | | 67,484,717 | | 671,621,567 | | — | | — | BlackRock Focus Value Fund, Inc. | | 22,928,685 | | 364,973,732 | | Majority of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock Multi-State Municipal Series Trust** | | — | | — | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | BlackRock Florida Municipal Bond Fund | | 10,800,156 | | 110,195,121 | | — | | — | BlackRock New Jersey Municipal Bond Fund | | 27,532,974 | | 289,781,315 | | — | | — | BlackRock Pennsylvania Municipal Bond Fund | | 52,250,520 | | 579,241,715 | | — | | — | BlackRock New York Municipal Bond Fund | | 25,742,860 | | 279,999,193 | | — | | — | BlackRock Fundamental Growth Fund, Inc. | | 222,758,950 | | 4,506,098,865 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock California Municipal Series Trust** | | — | | — | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | BlackRock California Insured Municipal Bond Fund | | 34,737,433 | | 391,976,228 | | — | | — | Master Focus Twenty LLC** | | — | | 73,650,893 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | BlackRock Focus Twenty Fund, Inc. | | 34,127,941 | | 73,523,497 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast |
| | | | | | | | | Fund(*) | | Total Shares Outstanding | | Net Assets ($) | | Quorum Requirement | | Vote Required to Approve Proposal 1† | BlackRock Variable Series Fund, Inc. | | — | | — | | Majority of shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock Balanced Capital V.I. Fund | | 4,459,254 | | 64,775,791 | | — | | — | BlackRock Basic Value V.I. Fund | | 60,931,890 | | 1,045,278,212 | | — | | — | BlackRock Bond V.I. Fund | | 32,821,711 | | 381,225,000 | | — | | — | BlackRock Fundamental Growth V.I. Fund | | 12,148,201 | | 106,208,291 | | — | | — | BlackRock Global Growth V.I. Fund | | 5,618,584 | | 87,059,244 | | — | | — | BlackRock S&P 500 Index V.I. Fund | | 16,081,016 | | 307,210,656 | | — | | — | BlackRock Large Cap Core V.I. Fund | | 15,474,046 | | 528,285,767 | | — | | — | BlackRock Large Cap Growth V.I. Fund | | 17,551,830 | | 220,739,517 | | — | | — | BlackRock Large Cap Value V.I. Fund | | 14,614,625 | | 238,651,466 | | — | | — | BlackRock Global Allocation V.I. Fund | | 57,211,739 | | 893,807,697 | | — | | — | BlackRock Utilities and Telecommunications V.I. Fund | | 4,437,275 | | 57,817,446 | | — | | — | BlackRock Value Opportunities V.I. Fund | | 21,591,261 | | 458,465,050 | | — | | — | BlackRock International Value V.I. Fund | | 22,263,316 | | 410,510,141 | | — | | — | BlackRock Government Income V.I. Fund | | 23,968,924 | | 240,851,116 | | — | | — | BlackRock High Income V.I. Fund | | 26,193,626 | | 200,619,008 | | — | | — | BlackRock Money Market V.I. Fund | | 246,828,184 | | 246,857,354 | | — | | — | BlackRock World Income Fund, Inc. | | 26,295,991 | | 158,708,950 | | Majority of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock International Value Trust | | — | | — | | 1/3 of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock International Value Fund | | 62,299,041 | | 2,112,152,018 | | — | | — | FDP Series, Inc. | | — | | — | | 1/3 of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | Franklin Templeton Total Return FDP Fund | | 18,153,994 | | 177,325,912 | | — | | — | Marsico Growth FDP Fund | | 12,350,695 | | 148,902,181 | | — | | — | MFS Research International FDP Fund | | 12,210,071 | | 176,772,007 | | — | | — | Van Kampen Value FDP Fund | | 12,250,848 | | 147,973,276 | | — | | — |
| | | | | | | | | Fund(*) | | Total Shares Outstanding | | Net Assets ($) | | Quorum Requirement | | Vote Required to Approve Proposal 1† | BlackRock Principal Protected Trust | | — | | — | | 1/3 of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock Fundamental Growth Principal Protected Fund | | 8,421,122 | | 85,669,948 | | — | | — | BlackRock Basic Value Principal Protected Fund | | 13,495,665 | | 172,193,239 | | — | | — | BlackRock Core Principal Protected Fund | | 13,676,265 | | 170,445,568 | | — | | — | Master Commodity Strategies LLC | | — | | 61,013,767 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock Commodity Strategies Fund | | 6,183,676 | | 53,760,499 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | The GNMA Fund Investment Accumulation Program, Inc. | |
5,731,780 | |
114,293,993 | |
1/3 of the shares entitled to vote, present in person or by proxy | |
Plurality of votes cast | BlackRock Funds II | | — | | — | | Majority of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | Total Return Portfolio | | 52,836,445 | | 522,787,318 | | — | | — | Delaware Municipal Bond Portfolio | | 6,155,393 | | 58,603,258 | | — | | — | Enhanced Income Portfolio | | 4,151,719 | | 40,656,614 | | — | | — | AMT-Free Municipal Bond Portfolio | | 32,544,553 | | 347,486,456 | | — | | — | GNMA Portfolio | | 18,941,739 | | 176,708,761 | | — | | — | Government Income Portfolio | | 177,943,794 | | 1,838,250,174 | | — | | — | High Yield Bond Portfolio | | 218,700,898 | | 1,795,413,162 | | — | | — | Intermediate Bond Portfolio II | | 102,932,473 | | 941,528,343 | | — | | — | Intermediate Government Bond Portfolio | | 49,111,912 | | 494,035,274 | | — | | — | International Bond Portfolio | | 51,669,085 | | 555,887,463 | | — | | — | Inflation Protected Bond Portfolio | | 9,114,502 | | 88,243,006 | | — | | — | Kentucky Municipal Bond Portfolio | | 13,198,126 | | 121,480,084 | | — | | — | Low Duration Bond Portfolio | | 112,129,042 | | 1,102,587,939 | | — | | — | Managed Income Portfolio | | 76,557,815 | | 749,813,707 | | — | | — | Ohio Municipal Bond Portfolio | | 10,329,315 | | 105,659,871 | | — | | — |
| | | | | | | | | Fund(*) | | Total Shares Outstanding | | Net Assets ($) | | Quorum Requirement | | Vote Required to Approve Proposal 1† | BlackRock Strategic Portfolio I | | 6,628,538 | | 52,410,064 | | — | | — | Total Return Portfolio II | | 344,385,603 | | 3,200,664,772 | | — | | — | Conservative Prepared Portfolio | | 809,560 | | 8,584,176 | | — | | — | Moderate Prepared Portfolio | | 2,454,471 | | 26,206,782 | | — | | — | Growth Prepared Portfolio | | 2,926,640 | | 31,799,911 | | — | | — | Aggressive Growth Prepared Portfolio | | 1,187,848 | | 13,311,550 | | — | | — | Prepared Portfolio 2010 | | 6,000 | | 60,815 | | — | | — | Prepared Portfolio 2015 | | 6,000 | | 60,892 | | — | | — | Prepared Portfolio 2020 | | 6,000 | | 61,119 | | — | | — | Prepared Portfolio 2025 | | 6,000 | | 61,362 | | — | | — | Prepared Portfolio 2030 | | 6,000 | | 61,557 | | — | | — | Prepared Portfolio 2035 | | 6,359 | | 65,521 | | — | | — | Prepared Portfolio 2040 | | 6,000 | | 61,928 | | — | | — | Prepared Portfolio 2045 | | 6,000 | | 61,928 | | — | | — | Prepared Portfolio 2050 | | 6,000 | | 61,928 | | — | | — | Merrill Lynch U.S.A. Government Reserves** | | 120,325,752 | | 120,987,680 | | Majority of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | Merrill Lynch U.S. Treasury Money Fund** | | 56,991,758 | | 57,086,858 | | Majority of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | BlackRock Index Funds, Inc. | | — | | — | | 1/3 of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock International Index Fund | | 23,329,927 | | 384,617,316 | | — | | — | BlackRock S&P 500 Index Fund | | 151,723,560 | | 2,805,080,899 | | — | | — | BlackRock Small Cap Index Fund | | 8,302,392 | | 135,605,043 | | — | | — | Quantitative Master Series LLC** | | — | | — | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | Master Enhanced Small Cap Series | | — | | 271,396,789 | | — | | — | Master Core Bond Enhanced Index Series | | — | | 381,364,277 | | — | | — | Master Enhanced International Series | | — | | 186,423,733 | | — | | — | Master Enhanced S&P 500 Series | | — | | 683,668,330 | | — | | — | Master Extended Market Index Series | | — | | 382,769,464 | | — | | — |
| | | | | | | | | Fund(*) | | Total Shares Outstanding | | Net Assets ($) | | Quorum Requirement | | Vote Required to Approve Proposal 1† | Master International Index Series | | — | | 1,272,858,791 | | — | | — | Master Mid Cap Index Series | | — | | 150,357,355 | | — | | — | Master S&P 500 Index Series | | — | | 3,988,691,991 | | — | | — | Master Small Cap Index Series | | — | | 699,252,441 | | — | | — | Merrill Lynch Ready Assets Trust** | | 4,706,715,155 | | 4,690,384,769 | | Majority of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | BlackRock Healthcare Fund, Inc. | | 76,556,462 | | 435,530,693 | | Majority of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock Global Technology Fund, Inc. | | 25,293,754 | | 210,370,991 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | Master Government Securities LLC** | | — | | 954,769,806 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | Master Money LLC** | | — | | 18,254,825,609 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | Master Treasury LLC** | | — | | 931,827,764 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | Master Tax-Exempt LLC** | | — | | 10,112,285,879 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | CMA Money Fund** | | 10,606,032,708 | | 10,475,059,509 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | CMA Government Securities Fund** | | 469,219,896 | | 487,424,514 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | CMA Tax-Exempt Fund** | | 9,237,340,256 | | 9,243,515,875 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting |
| | | | | | | | | Fund(*) | | Total Shares Outstanding | | Net Assets ($) | | Quorum Requirement | | Vote Required to Approve Proposal 1† | CMA Treasury Fund** | | 456,090,721 | | 455,811,115 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | WCMA Government Securities Fund | | 466,006,412 | | 467,227,289 | | 30% of the shares entitled to vote, in person or by proxy | | Plurality of votes cast | WCMA Money Fund | | 7,837,168,538 | | 7,774,658,203 | | 30% of the shares entitled to vote, in person or by proxy | | Plurality of votes cast | WCMA Tax-Exempt Fund | | 868,780,670 | | 866,626,894 | | 30% of the shares entitled to vote, in person or by proxy | | Plurality of votes cast | WCMA Treasury Fund | | 461,733,651 | | 475,842,155 | | 30% of the shares entitled to vote, in person or by proxy | | Plurality of votes cast | CMA Multi-State Municipal Series Trust** | | — | | — | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | CMA Arizona Municipal Money Fund | | 169,585,756 | | 175,693,966 | | — | | — | CMA California Municipal Money Fund | | 2,997,304,555 | | 3,020,751,178 | | — | | — | CMA Connecticut Municipal Money Fund | | 561,745,776 | | 559,882,581 | | — | | — | CMA Massachusetts Municipal Money Fund | | 422,350,231 | | 434,989,408 | | — | | — | CMA Michigan Municipal Money Fund | | 276,871,499 | | 278,781,640 | | — | | — | CMA New Jersey Municipal Money Fund | | 1,339,539,949 | | 1,314,494,949 | | — | | — | CMA New York Municipal Money Fund | | 2,866,954,508 | | 2,890,595,059 | | — | | — | CMA North Carolina Municipal Money Fund | | 204,680,301 | | 202,089,134 | | — | | — | CMA Ohio Municipal Money Fund | | 353,740,370 | | 353,569,880 | | — | | — | CMA Pennsylvania Municipal Money Fund | | 535,850,762 | | 540,653,397 | | — | | — | CMA Florida Municipal Money Fund | | 318,372,371 | | 317,432,127 | | — | | — | BlackRock Developing Capital Markets Fund, Inc. | | 10,467,579 | | 282,668,549 | | Majority of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast |
| | | | | | | | | Fund(*) | | Total Shares Outstanding | | Net Assets ($) | | Quorum Requirement | | Vote Required to Approve Proposal 1† | BlackRock Latin America Fund, Inc | | 7,988,536 | | 530,853,296 | | Majority of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock Pacific Fund, Inc. | | 34,968,450 | | 1,063,104,869 | | Majority of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | Global Financial Services Master LLC** | | — | | 95,455,873 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | BlackRock Global Financial Services Fund, Inc. | | 5,694,885 | | 95,348,577 | | 1/3 of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock Financial Institutions Series Trust** | | — | | — | | Majority of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | BlackRock Summit Cash Reserves Fund | | 59,356,659 | | 59,378,888 | | — | | — | Master Large Cap Series LLC** | | — | | — | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | Master Large Cap Core Portfolio | | — | | 4,410,119,152 | | — | | — | Master Large Cap Growth Portfolio | | — | | 1,072,660,638 | | — | | — | Master Large Cap Value Portfolio | | — | | 5,153,966,634 | | — | | — | BlackRock Large Cap Series Funds, Inc. | | — | | — | | 1/3 of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock Large Cap Core Fund | | 287,633,109 | | 4,254,443,652 | | — | | — | BlackRock Large Cap Growth Fund | | 89,805,605 | | 1,028,961,912 | | — | | — | BlackRock Large Cap Value Fund | | 249,085,573 | | 5,070,464,636 | | — | | — | Merrill Lynch Retirement Series Trust** | | — | | — | | Majority of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | Merrill Lynch Retirement Reserves Money Fund | | 4,241,969,433 | | 4,147,065,176 | | — | | — |
| | | | | | | | | Fund(*) | | Total Shares Outstanding | | Net Assets ($) | | Quorum Requirement | | Vote Required to Approve Proposal 1† | Master Institutional Money Market LLC** | | — | | — | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | Merrill Lynch Premier Institutional Portfolio | | — | | 21,246,405,612 | | — | | — | Merrill Lynch Institutional Portfolio | | — | | 21,379,685,452 | | — | | — | Merrill Lynch Institutional Tax-Exempt Portfolio | | — | | 16,165,296,611 | | — | | — | Merrill Lynch Funds For Institutions Series** | | — | | — | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | Merrill Lynch Government Fund | | 3,009,237,512 | | 3,009,237,512 | | — | | — | Merrill Lynch Treasury Fund | | 1,489,231,952 | | 1,489,300,863 | | — | | — | Merrill Lynch Institutional Fund | | 21,308,219,692 | | 21,308,209,925 | | — | | — | Merrill Lynch Premier Institutional Fund | | 21,176,521,753 | | 21,173,198,214 | | — | | — | Merrill Lynch Institutional Tax-Exempt Fund | | 16,126,927,628 | | 16,127,439,294 | | — | | — | BlackRock Master LLC** | | — | | — | | 1/3 of the shares entitled to vote, present in person or by proxy | | Majority of the shares present at the Meeting | BlackRock Master Small Cap Growth Portfolio | | — | | 546,991,864 | | — | | — | BlackRock Master International Portfolio | | — | | 123,990,339 | | — | | — | BlackRock Series, Inc. | | — | | — | | 1/3 of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | BlackRock International Fund | | 9,130,446 | | 123,879,356 | | — | | — | BlackRock Small Cap Growth Fund II | | 34,297,119 | | 546,530,944 | | — | | — | BlackRock FundsSM | | — | | — | | Majority of the shares entitled to vote, present in person or by proxy | | Plurality of votes cast | Asset Allocation Portfolio | | 47,395,823 | | 785,651,498 | | — | | — | All-Cap Global Resources Portfolio | | 62,048,610 | | 1,104,020,132 | | — | | — | Aurora Portfolio | | 59,032,914 | | 1,647,862,404 | | — | | — |
| | | | | | | | | Fund(*) | | Total Shares Outstanding | | Net Assets ($) | | Quorum Requirement | | Vote Required to Approve Proposal 1† | Investment Trust | | 75,209,218 | | 1,165,736,271 | | — | | — | Exchange Portfolio | | 468,316 | | 305,412,793 | | — | | — | Global Opportunities Portfolio | | 7,445,938 | | 92,499,094 | | — | | — | Global Resources Portfolio | | 16,966,792 | | 978,795,074 | | — | | — | Global Science & Technology Opportunities Portfolio | | 4,262,227 | | 33,314,418 | | — | | — | Health Sciences Opportunities Portfolio | | 45,525,324 | | 1,228,746,600 | | — | | — | International Opportunities Portfolio | | 32,189,214 | | 1,484,736,299 | | — | | — | Capital Appreciation Portfolio | | 15,458,211 | | 248,616,318 | | — | | — | Mid-Cap Growth Equity Portfolio | | 34,233,449 | | 403,950,575 | | — | | — | Mid-Cap Value Equity Portfolio | | 82,361,805 | | 1,170,960,615 | | — | | — | Small Cap Growth Equity Portfolio | | 36,345,360 | | 823,681,820 | | — | | — | Small Cap Core Equity Portfolio | | 4,763,774 | | 99,996,568 | | — | | — | Small Cap Value Equity Portfolio | | 6,619,177 | | 77,764,855 | | — | | — | Small/Mid-Cap Growth Portfolio | | 17,313,748 | | 286,958,253 | | — | | — | U.S. Opportunities Portfolio | | 13,607,106 | | 464,389,669 | | — | | — | Index Equity Portfolio | | 37,380,305 | | 1,070,479,774 | | — | | — | Money Market Portfolio | | 1,542,173,688 | | 1,542,401,281 | | — | | — | Municipal Money Market Portfolio | | 322,317,710 | | 322,331,512 | | — | | — | U.S. Treasury Money Market Portfolio | | 389,048,666 | | 388,967,856 | | — | | — | North Carolina Municipal Money Market Portfolio | | 74,397,381 | | 74,391,406 | | — | | — | New Jersey Municipal Money Market Portfolio | | 158,720,476 | | 158,716,130 | | — | | — | Ohio Municipal Money Market Portfolio | | 155,006,470 | | 155,007,977 | | — | | — | Pennsylvania Municipal Money Market Portfolio | | 622,359,510 | | 622,362,196 | | — | | — | Virginia Municipal Money Market Portfolio | | 76,310,561 | | 76,310,471 | | — | | — |
| * | | For certain Registrants that contain multiple series, the series are indicated in the table by an entry below the Registrant’s name. |
| ** | | Denotes Funds in which abstentions and broker non-votes will be counted for purposes of determining a quorum, but will not be counted as votes cast and will have the same effect as a vote against Proposal 1. |
| † | | The quorum requirement for a series of any Registrant is the same as that listed for that Registrant. However, when applying such quorum requirement to a Registrant, the quorum requirement applies to all shareholders of the Registrant as a whole. The approval of the shareholders of all relevant Funds that are series of the applicable Registrant voting together is required. |
Appendix C Compensation of the Board Members Board 1 Donald W. Burton, Robert C. Doll, Jr., John F. O’Brien, David H. Walsh and Fred G. Weiss currently comprise Board 1. Board 1 currently oversees the following Funds: | | | Registrant | | Series | Master Basic Value LLC | | — | BlackRock Basic Value Fund, Inc. | | — | Master Value Opportunities LLC | | — | BlackRock Value Opportunities Fund, Inc. | | — | BlackRock Balanced Capital Fund, Inc. | | — | BlackRock Global Growth Fund, Inc. | | — | BlackRock Natural Resources Trust | | — | Merrill Lynch Ready Assets Trust | | — | BlackRock Series Fund, Inc. | | BlackRock Balanced Capital Portfolio | | | BlackRock Large Cap Core Portfolio | | | BlackRock Bond Portfolio | | | BlackRock Global Allocation Portfolio | | | BlackRock Fundamental Growth Portfolio | | | BlackRock High Income Portfolio | | | BlackRock Government Income Portfolio | | | BlackRock Money Market Portfolio | Merrill Lynch U.S.A. Government Reserves | | — | Merrill Lynch U.S. Treasury Money Fund | | — | Quantitative Master Series LLC | | Master Core Bond Enhanced Index Series | | | Master Enhanced S&P 500 Series | | | Master Enhanced International Series | | | Master Extended Market Index Series | | | Master Enhanced Small Cap Series | | | Master International Index Series | | | Master S&P 500 Index Series | | | Master Small Cap Index Series | | | Master Mid Cap Index Series | BlackRock Index Funds, Inc. | | BlackRock International Index Fund | | | BlackRock S&P 500 Index Fund | | | BlackRock Small Cap Index Fund |
The Board Members who are not “interested persons,” as defined in the 1940 Act, receive a fee for each meeting of the Board and each committee meeting attended and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Funds do not provide compensation to any Board Member that is an “interested person,” as defined in the 1940 Act. Information regarding compensation paid to the non-interested Board Members of Board 1 for each Fund’s most recent fiscal year is set forth below. No compensation information is shown for certain Funds identified in the table below for Board Members whose term of office will not continue, with respect to those Funds, after the Meeting to which this Joint Proxy Statement relates. Master Basic Value, Basic Value, Balanced Capital Fund, Master Value Opportunities, Value Opportunities and QMS LLC pay each Independent Board Member a combined fee for service on the Board and the Audit Committee of $10,000 per year plus $1,000 per in-person Board meeting attended and $1,000 per in-person Audit Committee meeting attended. Global Growth and Natural Resources pays each Independent Board Member a combined fee for service on the Board and the Audit Committee of $6,000 per year. Global Growth pays $1,000 per in-person Board meeting attended and $1,000 per in-person Audit Committee meeting attended and Natural Resources pays $500 per in-person Board meeting attended and $500 per in-person Audit Committee meeting attended. US Treasury Money and USA Government Reserves pays each Independent Board Member a combined fee for service on the Board and the Audit Committee of $4,000 per year plus $375 per in-person Board meeting attended and $375 per in-person Audit Committee meeting attended. Ready Assets Trust pays each Independent Board Member a combined fee for service on the Board and the Audit Committee of $9,000 per year plus $1,000 per in-person Board meeting attended and $1,000 per in-person Audit Committee meeting attended. Series Fund, Inc. pays each Independent Board Member a combined fee for service on the Board and the Audit Committee of $19,000 per year plus $1,000 per in-person Board meeting attended and $1,000 per in-person Audit Committee meeting attended. The Chairman of the Audit Committee receives an additional fee of $3,575 per Fund. For the year ended December 31, 2006 all Funds supervised by Board 1 reimbursed Board Member expenses in an aggregate amount of $21,896. Compensation Table ($) | | | | | | | | | | | | | | Fund(1)(2) | | Donald W.
Burton | | John F.
O’Brien | | David H.
Walsh | | Fred G.
Weiss | Master Basic Value LLC | | $ | 10,800 | | $ | 10,800 | | $ | 10,800 | | $ | 12,000 | BlackRock Basic Value Fund, Inc. | | $ | 7,200 | | $ | 7,200 | | $ | 7,200 | | $ | 8,000 | Master Value Opportunities LLC | | $ | 10,800 | | $ | 10,800 | | $ | 10,800 | | $ | 12,000 | BlackRock Value Opportunities Fund, Inc. | | $ | 7,200 | | $ | 7,200 | | $ | 7,200 | | $ | 8,000 | BlackRock Balanced Capital Fund, Inc. | | $ | 18,000 | | $ | 18,000 | | $ | 18,000 | | $ | 20,000 | BlackRock Global Growth Fund, Inc. | | $ | 14,000 | | $ | 14,000 | | $ | 14,000 | | $ | 16,000 | BlackRock Natural Resources Trust | | $ | 10,000 | | $ | 10,000 | | $ | 10,000 | | $ | 12,000 | Merrill Lynch Ready Assets Trust | | | N/A | | | N/A | | | N/A | | | N/A | BlackRock Series Fund, Inc. | | | — | | | — | | | — | | | — | BlackRock Balanced Capital Portfolio | | $ | 9,536 | | $ | 9,536 | | $ | 9,536 | | $ | 10,244 | BlackRock Large Cap Core Portfolio | | $ | 3,465 | | $ | 3,465 | | $ | 3,465 | | $ | 3,720 | BlackRock Bond Portfolio | | $ | 1,364 | | $ | 1,364 | | $ | 1,364 | | $ | 1,466 | BlackRock Global Allocation Portfolio | | $ | 2,979 | | $ | 2,979 | | $ | 2,979 | | $ | 3,193 | BlackRock Fundamental Growth Portfolio | | $ | 2,887 | | $ | 2,887 | | $ | 2,887 | | $ | 3,104 | BlackRock High Income Portfolio | | $ | 645 | | $ | 645 | | $ | 645 | | $ | 693 | BlackRock Government Income Portfolio | | $ | 2,027 | | $ | 2,027 | | $ | 2,027 | | $ | 2,179 | BlackRock Money Market Portfolio | | $ | 3,452 | | $ | 3,452 | | $ | 3,452 | | $ | 3,709 | Merrill Lynch U.S.A. Government Reserves | | | N/A | | | N/A | | | N/A | | | N/A | Merrill Lynch U.S. Treasury Money Fund | | | N/A | | | N/A | | | N/A | | | N/A | Quantitative Master Series LLC | | | N/A | | | N/A | | | N/A | | | N/A | Master Core Bond Enhanced Index Series | | | N/A | | | N/A | | | N/A | | | N/A | Master Enhanced S&P 500 Series | | | N/A | | | N/A | | | N/A | | | N/A |
| | | | | | | | | | | | | | Fund(1)(2) | | Donald W.
Burton | | John F.
O’Brien | | David H.
Walsh | | Fred G.
Weiss | Master Enhanced International Series | | | N/A | | | N/A | | | N/A | | | N/A | Master Extended Market Index Series | | | N/A | | | N/A | | | N/A | | | N/A | Master Enhanced Small Cap Series | | | N/A | | | N/A | | | N/A | | | N/A | Master International Index Series | | | N/A | | | N/A | | | N/A | | | N/A | Master S&P 500 Index Series | | | N/A | | | N/A | | | N/A | | | N/A | Master Small Cap Index Series | | | N/A | | | N/A | | | N/A | | | N/A | Master Mid Cap Index Series | | | N/A | | | N/A | | | N/A | | | N/A | BlackRock Index Funds, Inc. | | | N/A | | | N/A | | | N/A | | | N/A | BlackRock International Index Fund | | | N/A | | | N/A | | | N/A | | | N/A | BlackRock S&P 500 Index Fund | | | N/A | | | N/A | | | N/A | | | N/A | BlackRock Small Cap Index Fund | | | N/A | | | N/A | | | N/A | | | N/A | Total Compensation from Fund Complex(3) | | $ | 203,250 | | $ | 206,250 | | $ | 203,250 | | $ | 234,250 | | | | | | | | | | | | | | | | Number of Funds in Fund Complex Overseen by Board Member | | | 32 | | | 32 | | | 32 | | | 32 |
| (1) | | Information for the Fund’s most recent fiscal year. |
| (2) | | The term “N/A” when used in this Appendix C refers to the fact that no compensation information is shown for Board Members of the indicated Funds whose term of office with respect to that Fund will not continue after the Meeting to which this Joint Proxy Statement relates. |
| (3) | | Total Compensation from Fund Complex is as of the calendar year ended December 31, 2006. |
None of the Funds currently provides any pension or retirement benefits to Board Members of Board 1 or officers of the Funds. As of May 31, 2007, all Board Members of Board 1 and officers as a group owned less than 1% of the outstanding shares of each Fund. Board 2 Robert C. Doll, Jr., Ronald W. Forbes, Cynthia A. Montgomery, Jean Margo Reid, Roscoe S. Suddarth and Richard R. West currently comprise Board 2. Board 2 currently oversees the following Funds: | | | Registrant | | Series | Master Money LLC | | — | CMA Money Fund | | — | WCMA Money Fund | | — | Master Government Securities LLC | | — | CMA Government Securities Fund | | — | WCMA Government Securities Fund | | — | Master Tax-Exempt LLC | | — | CMA Tax-Exempt Fund | | — | WCMA Tax-Exempt Fund | | — | Master Treasury LLC | | — | CMA Treasury Fund | | — |
| | | Registrant | | Series | WCMA Treasury Fund | | — | CMA Multi-State Municipal Series Trust | | CMA Arizona Municipal Money Fund | | | CMA California Municipal Money Fund | | | CMA Connecticut Municipal Money Fund | | | CMA Florida Municipal Money Fund | | | CMA Massachusetts Municipal Money Fund | | | CMA Michigan Municipal Money Fund | | | CMA New Jersey Municipal Money Fund | | | CMA New York Municipal Money Fund | | | CMA North Carolina Municipal Money Fund | | | CMA Ohio Municipal Money Fund | | | CMA Pennsylvania Municipal Money Fund | Global Financial Services Master LLC | | — | BlackRock Global Financial Services Fund, Inc. | | — | Master Bond LLC | | Master Bond Portfolio | BlackRock Bond Fund, Inc. | | BlackRock Bond Fund | | | BlackRock High Income Fund | BlackRock Developing Capital Markets Fund, Inc. | | — | BlackRock Equity Dividend Fund | | — | BlackRock EuroFund | | — | BlackRock Global Allocation Fund, Inc. | | — | BlackRock Global Dynamic Equity Fund | | — | BlackRock Global SmallCap Fund, Inc. | | — | BlackRock Global Technology Fund, Inc. | | — | BlackRock Healthcare Fund, Inc. | | — | BlackRock Latin America Fund, Inc. | | — | BlackRock Municipal Bond Fund, Inc. | | BlackRock National Municipal Fund | | | BlackRock Municipal Insured Fund | | | BlackRock Short-Term Municipal Fund | | | BlackRock High Yield Municipal Fund | BlackRock Municipal Series Trust | | BlackRock Intermediate Municipal Fund | BlackRock Pacific Fund, Inc. | | — | BlackRock Utilities and Telecommunications Fund, Inc. | | — |
The Board Members who are not “interested persons,” as defined in the 1940 Act, receive a fee for each meeting of the Board and each committee meeting attended and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Funds do not provide compensation to any Board Member that is an “interested person,” as defined in the 1940 Act. Information regarding compensation paid to the non-interested Board Members of Board 2 for each Fund’s most recent fiscal year is set forth below. No compensation information is shown for certain Funds identified in the table below for Board Members whose term of office will not continue, with respect to those Funds, after the Meeting to which this Joint Proxy Statement relates. Master Global Financial Services, Utilities & Telecoms Fund, Equity Dividend, Developing Capital Markets, EuroFund, Global Dynamic Equity, Global SmallCap, Global Technology Fund, Healthcare Fund, Latin America Fund and Pacific Fund pays each Independent Board Member a combined fee for service on the Board and the Audit Committee of $3,000 per year plus $500 per in-person Board meeting attended and $500 per in-person Audit Committee meeting attended. Master Tax-Exempt, Master Bond, High Income and Municipal Bond Fund pay each Independent Board Member a combined fee for service on the Board and the Audit Committee of $7,000 per year plus $250 per in-person Board meeting attended and $250 per in-person Audit Committee meeting attended. Master Government Securities and Master Treasury pay each Independent Board Member a combined fee for service on the Board and the Audit Committee of $4,400 per year plus $200 per in-person Board meeting attended and $200 per in-person Audit Committee meeting attended. Master Money pays each Independent Board Member a combined fee for service on the Board and the Audit Committee of $8,000 per year plus $500 per in-person Board meeting attended and $500 per in-person Audit Committee meeting attended. CMA Multi-States Municipal Series pay each Independent Board Member a combined fee for service on the Board and the Audit Committee of $10,000 per year plus $500 per in-person Board meeting attended and $500 per in-person Audit Committee meeting attended. Intermediate Municipal pays each Independent Board Member a combined fee for service on the Board and the Audit Committee of $2,800 per year plus $150 per in-person Board meeting attended and $150 per in-person Audit Committee meeting attended. Global Allocation Fund pays each Independent Board Member a combined fee for service on the Board and the Audit Committee of $7,000 per year plus $625 per in-person Board meeting attended and $625 per in-person Audit Committee meeting attended. The Chairman of the Audit Committee receives an additional fee of $2,206 per Fund. For the year ended December 31, 2006 all Funds supervised by Board 2 reimbursed Board Member expenses in an aggregate amount of $21,462. Compensation Table ($) | | | | | | | | | | | | Fund(1)(2) | | Ronald W.
Forbes | | Cynthia A.
Montgomery | | Jean Margo
Reid | | Richard R.
West | Master Money LLC | | $ | 14,113 | | $ | 12,000 | | N/A | | N/A | CMA Money Fund | | | — | | | — | | N/A | | N/A | WCMA Money Fund | | | — | | | — | | N/A | | N/A | Master Government Securities LLC | | $ | 8,113 | | $ | 6,000 | | N/A | | N/A | CMA Government Securities Fund | | | — | | | — | | N/A | | N/A | WCMA Government Securities Fund | | | — | | | — | | N/A | | N/A | Master Tax-Exempt LLC | | $ | 11,113 | | $ | 9,000 | | N/A | | N/A | CMA Tax-Exempt Fund | | | — | | | — | | N/A | | N/A | WCMA Tax-Exempt Fund | | | — | | | — | | N/A | | N/A | Master Treasury LLC | | $ | 8,113 | | $ | 6,000 | | N/A | | N/A | CMA Treasury Fund | | | — | | | — | | N/A | | N/A | WCMA Treasury Fund | | | — | | | — | | N/A | | N/A | CMA Multi-State Municipal Series Trust | | | — | | | — | | N/A | | N/A | CMA Arizona Municipal Money Fund | | $ | 314 | | $ | 261 | | N/A | | N/A | CMA California Municipal Money Fund | | $ | 4,738 | | $ | 4,142 | | N/A | | N/A | CMA Connecticut Municipal Money Fund | | $ | 891 | | $ | 774 | | N/A | | N/A | CMA Florida Municipal Money Fund | | $ | 767 | | $ | 682 | | N/A | | N/A | CMA Massachusetts Municipal Money Fund | | $ | 645 | | $ | 554 | | N/A | | N/A | CMA Michigan Municipal Money Fund | | $ | 495 | | $ | 432 | | N/A | | N/A | CMA New Jersey Municipal Money Fund | | $ | 2,000 | | $ | 1,727 | | N/A | | N/A |
| | | | | | | | | | | | | | Fund(1)(2) | | Ronald W.
Forbes | | Cynthia A.
Montgomery | | Jean Margo
Reid | | Richard R.
West | CMA New York Municipal Money Fund | | $ | 4,438 | | $ | 3,851 | | | N/A | | | N/A | CMA North Carolina Municipal Money Fund | | $ | 357 | | $ | 311 | | | N/A | | | N/A | CMA Ohio Municipal Money Fund | | $ | 586 | | $ | 509 | | | N/A | | | N/A | CMA Pennsylvania Municipal Money Fund | | $ | 867 | | $ | 757 | | | N/A | | | N/A | Global Financial Services Master LLC | | $ | 8,910 | | $ | 7,000 | | | N/A | | | N/A | BlackRock Global Financial Services Fund, Inc. | | | — | | | — | | | N/A | | | N/A | Master Bond LLC | | | N/A | | | N/A | | | — | | | — | Master Bond Portfolio | | | N/A | | | N/A | | $ | 5,389 | | $ | 5,389 | BlackRock Bond Fund, Inc. | | | N/A | | | N/A | | | — | | | — | BlackRock Bond Fund | | | N/A | | | N/A | | | — | | | — | BlackRock High Income Fund | | | N/A | | | N/A | | $ | 2,781 | | $ | 2,781 | BlackRock Developing Capital Markets Fund, Inc. | | $ | 9,144 | | $ | 7,000 | | | N/A | | | N/A | BlackRock Equity Dividend Fund | | | N/A | | | N/A | | $ | 7,000 | | $ | 7,000 | BlackRock EuroFund | | | N/A | | | N/A | | $ | 7,000 | | $ | 7,000 | BlackRock Global Allocation Fund, Inc. | | | N/A | | | N/A | | $ | 9,000 | | $ | 9,000 | BlackRock Global Dynamic Equity Fund | | | N/A | | | N/A | | $ | 7,000 | | $ | 7,000 | BlackRock Global SmallCap Fund, Inc. | | | N/A | | | N/A | | $ | 7,000 | | $ | 7,000 | BlackRock Global Technology Fund, Inc. | | $ | 8,582 | | $ | 7,000 | | | N/A | | | N/A | BlackRock Healthcare Fund, Inc. | | $ | 8,582 | | $ | 7,000 | | | N/A | | | N/A | BlackRock Latin America Fund, Inc. | | $ | 9,098 | | $ | 7,000 | | | N/A | | | N/A | BlackRock Municipal Bond Fund, Inc. | | | N/A | | | N/A | | | — | | | — | BlackRock National Municipal Fund | | | N/A | | | N/A | | $ | 4,771 | | $ | 4,771 | BlackRock Municipal Insured Fund | | | N/A | | | N/A | | $ | 3,101 | | $ | 3,101 | BlackRock Short-Term Municipal Fund | | | N/A | | | N/A | | $ | 1,092 | | $ | 1,092 | BlackRock High Yield Municipal Fund | | | N/A | | | N/A | | $ | 36 | | $ | 36 | BlackRock Municipal Series Trust | | | N/A | | | N/A | | | — | | | — | BlackRock Intermediate Municipal Fund | | | N/A | | | N/A | | $ | 4,000 | | $ | 4,000 | BlackRock Pacific Fund, Inc. | | $ | 9.098 | | $ | 7,000 | | | N/A | | | N/A | BlackRock Utilities and Telecommunications Fund, Inc. | | | N/A | | | N/A | | $ | 7,000 | | $ | 7,000 | Total Compensation from Fund Complex(3) | | $ | 337,350 | | $ | 259,350 | | $ | 262,350 | | $ | 259,350 | | | | | | | | | | | | | | | Number of Funds in Fund Complex Overseen by Board Member | | | 48 | | | 48 | | | 48 | | | 48 |
| (1) | | Information is for the Fund’s most recent fiscal year. |
| (2) | | The term “N/A” when used in this Appendix C refers to the fact that no compensation information is shown for Board Members of the indicated Funds whose term of office with respect to that Fund will not continue after the Meeting to which this Joint Proxy Statement relates. |
| (3) | | Total Compensation from Fund Complex is as of the calendar year ended December 31, 2006. |
None of the Funds currently provides any pension or retirement benefits to Board Members of Board 2 or officers of the Funds. As of May 31, 2007, all Board Members of Board 2 and officers as a group owned less than 1% of the outstanding shares of each Fund. Board 3 James H. Bodurtha, Robert C. Doll, Jr., Kenneth A. Froot, Joe Grills, Herbert I. London, Roberta Cooper Ramo and Robert S. Salomon, Jr. currently comprise Board 3. Board 3 currently oversees the following Funds: | | | Registrant | | Series | BlackRock Financial Institutions Series Trust | | BlackRock Summit Cash Reserves Fund | Master Focus Twenty LLC | | — | BlackRock Focus Twenty Fund, Inc. | | — | Master Large Cap Series LLC | | Master Large Cap Growth Portfolio | | | Master Large Cap Value Portfolio | | | Master Large Cap Core Portfolio | BlackRock Large Cap Series Funds, Inc. | | BlackRock Large Cap Value Fund | | | BlackRock Large Cap Core Fund | | | BlackRock Large Cap Growth Fund | BlackRock California Municipal Series Trust | | BlackRock California Insured Municipal Bond Fund | BlackRock Focus Value Fund, Inc. | | — | BlackRock Fundamental Growth Fund, Inc. | | — | BlackRock Multi-State Municipal Series Trust | | BlackRock Florida Municipal Bond Fund | | | BlackRock New Jersey Municipal Bond Fund | | | BlackRock New York Municipal Bond Fund | | | BlackRock Pennsylvania Municipal Bond Fund | Merrill Lynch Retirement Series Trust | | Merrill Lynch Retirement Reserves Money Fund | BlackRock Variable Series Funds, Inc. | | BlackRock Balanced Capital V.I. Fund | | | BlackRock Basic Value V.I. Fund | | | BlackRock Bond V.I. Fund | | | BlackRock Money Market V.I. Fund | | | BlackRock Fundamental Growth V.I. Fund | | | BlackRock Global Growth V.I. Fund | | | BlackRock Global Allocation V.I. Fund | | | BlackRock Government Income V.I. Fund | | | BlackRock High Income V.I. Fund | | | BlackRock S&P 500 Index V.I. Fund | | | BlackRock Large Cap Core V.I. Fund | | | BlackRock Large Cap Growth V.I. Fund | | | BlackRock Large Cap Value V.I. Fund | | | BlackRock Value Opportunities V.I. Fund | | | BlackRock Utilities and Telecommunications V.I. Fund | | | BlackRock International Value V.I. Fund | BlackRock World Income Fund, Inc. | | — |
| | | Registrant | | Series | Managed Account Series | | Mid Cap Value Opportunities Portfolio | | | High Income Portfolio | | | US Mortgage Portfolio | | | Global SmallCap Portfolio | BlackRock Mid Cap Value Opportunities Series, Inc. | | BlackRock Mid Cap Value Opportunities Fund | Short-Term Bond Master LLC | | Short-Term Bond Master Portfolio | BlackRock Short-Term Bond Series, Inc. | | BlackRock Short-Term Bond Fund | BlackRock International Value Trust | | BlackRock International Value Fund |
The Board Members who are not “interested persons,” as defined in the 1940 Act, receive a fee for each meeting of the Board and each committee meeting attended and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Funds do not provide compensation to any Board Member that is an “interested person,” as defined in the 1940 Act. Information regarding compensation paid to the non-interested Board Members of Board 3 for each Fund’s most recent fiscal year is set forth below. No compensation information is shown for certain Funds identified in the table below for Board Members whose term of office will not continue, with respect to those Funds, after the Meeting to which this Joint Proxy Statement relates, and no information is shown at all for Robert S. Salomon, Jr. and Joe Grills, whose terms of office will not continue after the Meeting for any of the Funds. Each Independent Board Member receives an annual retainer of $150,000 for his or her services to the Funds. The portion of the annual retainer allocated to each Fund is determined quarterly based on the relative net assets of each Fund. In addition, each Independent Board Member receives a fee for each in-person Board meeting attended and each in-person Audit Committee meeting attended. The annual per-meeting fees paid to each Independent Board Member aggregate $100,000 for all Funds in the Fund complex for which that Independent Board Member serves and are allocated equally among those Funds. Each Co-Chairman of the Audit Committee receives an additional annual retainer in the amount of $50,000, which is paid quarterly and allocated to each Fund in the Fund complex for which such Co-Chairman provides services, based on the relative net assets of each such Fund. For the year ended December 31, 2006, all Funds supervised by Board 3 reimbursed Board Member expenses in an aggregate amount of $21,239. Compensation Table ($) | | | | | | | | | | | | | | Fund(1)(2) | | James H.
Bodurtha | | Kenneth A.
Froot | | Herbert I.
London | | Roberta Cooper
Ramo | BlackRock Financial Institutions Series Trust | | | N/A | | | N/A | | | — | | | N/A | BlackRock Summit Cash Reserves Fund | | | N/A | | | N/A | | $ | 2,421 | | | N/A | Master Focus Twenty LLC | | $ | 2,178 | | $ | 2,061 | | | N/A | | $ | 2,061 | BlackRock Focus Twenty Fund, Inc. | | | — | | | — | | | N/A | | | — | Master Large Cap Series LLC | | | N/A | | | N/A | | | — | | | N/A | Master Large Cap Growth Portfolio | | | N/A | | | N/A | | $ | 4,226 | | | N/A | Master Large Cap Value Portfolio | | | N/A | | | N/A | | $ | 11,733 | | | N/A | Master Large Cap Core Portfolio | | | N/A | | | N/A | | $ | 15,016 | | | N/A |
| | | | | | | | | | | | | | Fund(1)(2) | | James H.
Bodurtha | | Kenneth A.
Froot | | Herbert I.
London | | Roberta Cooper
Ramo | BlackRock Large Cap Series Funds, Inc. | | | N/A | | | N/A | | | — | | | N/A | BlackRock Large Cap Value Fund | | | N/A | | | N/A | | | — | | | N/A | BlackRock Large Cap Core Fund | | | N/A | | | N/A | | | — | | | N/A | BlackRock Large Cap Growth Fund | | | N/A | | | N/A | | | — | | | N/A | BlackRock California Municipal Series Trust | | | — | | | — | | | N/A | | | — | BlackRock California Insured Municipal Bond Fund | | $ | 3,891 | | $ | 3,333 | | | N/A | | $ | 3,333 | BlackRock Focus Value Fund, Inc. | | $ | 3,500 | | $ | 3,043 | | | N/A | | $ | 3,043 | BlackRock Fundamental Growth Fund, Inc. | | $ | 28,052 | | $ | 21,252 | | | N/A | | $ | 21,252 | BlackRock Multi-State Municipal Series Trust | | | — | | | — | | | N/A | | | — | BlackRock Florida Municipal Bond Fund | | $ | 2,362 | | $ | 2,192 | | | N/A | | $ | 2,192 | BlackRock New Jersey Municipal Bond Fund | | $ | 2,238 | | $ | 2,101 | | | N/A | | $ | 2,101 | BlackRock New York Municipal Bond Fund | | $ | 2,880 | | $ | 2,578 | | | N/A | | $ | 2,578 | BlackRock Pennsylvania Municipal Bond Fund | | $ | 2,069 | | $ | 1,972 | | | N/A | | $ | 1,972 | Merrill Lynch Retirement Series Trust | | | N/A | | | N/A | | | — | | | N/A | Merrill Lynch Retirement Reserves Money Fund | | | N/A | | | N/A | | $ | 16,641 | | | N/A | BlackRock Variable Series Funds, Inc. | | | — | | | — | | | N/A | | | — | BlackRock Balanced Capital V.I. Fund | | $ | 706 | | $ | 614 | | | N/A | | $ | 614 | BlackRock Basic Value V.I. Fund | | $ | 10,399 | | $ | 9,053 | | | N/A | | $ | 9,053 | BlackRock Bond V.I. Fund | | $ | 4,842 | | $ | 4,197 | | | N/A | | $ | 4,197 | BlackRock Money Market V.I. Fund | | $ | 2,771 | | $ | 2,411 | | | N/A | | $ | 2,411 | BlackRock Fundamental Growth V.I. Fund | | $ | 1,615 | | $ | 1,405 | | | N/A | | $ | 1,405 | BlackRock Global Growth V.I. Fund | | $ | 713 | | $ | 623 | | | N/A | | $ | 623 | BlackRock Global Allocation V.I. Fund | | $ | 7,448 | | $ | 6,495 | | | N/A | | $ | 6,495 | BlackRock Government Income V.I. Fund | | $ | 2,989 | | $ | 2,611 | | | N/A | | $ | 2,611 | BlackRock High Income V.I. Fund | | $ | 2,354 | | $ | 2,046 | | | N/A | | $ | 2,046 | BlackRock S&P 500 Index V.I. Fund | | $ | 3,412 | | $ | 2,958 | | | N/A | | $ | 2,958 | BlackRock Large Cap Core V.I. Fund | | $ | 5,430 | | $ | 4,729 | | | N/A | | $ | 4,729 | BlackRock Large Cap Growth V.I. Fund | | $ | 2,084 | | $ | 1,815 | | | N/A | | $ | 1,815 | BlackRock Large Cap Value V.I. Fund | | $ | 2,340 | | $ | 2,037 | | | N/A | | $ | 2,037 | BlackRock Value Opportunities V.I. Fund | | $ | 5,229 | | $ | 4,554 | | | N/A | | $ | 4,554 | BlackRock Utilities and Telecommunications V.I. Fund | | $ | 523 | | $ | 455 | | | N/A | | $ | 455 | BlackRock International Value V.I. Fund | | $ | 3,890 | | $ | 3,395 | | | N/A | | $ | 3,395 | BlackRock World Income Fund, Inc. | | $ | 2,614 | | $ | 2,388 | | | N/A | | $ | 2,388 |
| | | | | | | | | | | | | | Fund(1)(2) | | James H.
Bodurtha | | Kenneth A.
Froot | | Herbert I.
London | | Roberta Cooper
Ramo | Managed Account Series | | | — | | | — | | | N/A | | | — | Mid Cap Value Opportunities Portfolio | | $ | 2,219 | | $ | 2,096 | | | N/A | | $ | 2,096 | High Income Portfolio | | $ | 2,168 | | $ | 2,057 | | | N/A | | $ | 2,057 | US Mortgage Portfolio | | $ | 2,247 | | $ | 2,117 | | | N/A | | $ | 2,117 | Global SmallCap Portfolio | | $ | 2,239 | | $ | 2,110 | | | N/A | | $ | 2,110 | BlackRock Mid Cap Value Opportunities Series, Inc. | | | — | | | — | | | N/A | | | — | BlackRock Mid Cap Value Opportunities Fund | | $ | 4,008 | | $ | 3,433 | | | N/A | | $ | 3,433 | Short-Term Bond Master LLC | | | — | | | — | | | N/A | | | — | Short Term Bond Master Portfolio | | $ | 5,211 | | $ | 4,343 | | | N/A | | $ | 4,343 | BlackRock Short-Term Bond Series, Inc. | | | — | | | — | | | N/A | | | — | BlackRock Short-Term Bond Fund | | | — | | | — | | | N/A | | | — | BlackRock International Value Trust | | | — | | | — | | | N/A | | | — | BlackRock International Value Fund | | $ | 10,920 | | $ | 8,625 | | | N/A | | $ | 8,625 | Total Compensation from Fund Complex(3) | | $ | 312,000 | | $ | 259,000 | | $ | 262,000 | | $ | 256,000 | | | | | | | | | | | | | | | Number of Funds in Fund Complex Overseen by Board Member | | | 57 | | | 57 | | | 57 | | | 57 |
| (1) | | Information is for the Fund’s most recent fiscal year. |
| (2) | | The term “N/A” when used in this Appendix C refers to the fact that no compensation information is shown for Board Members of the indicated Funds whose term of office with respect to that Fund will not continue after the Meeting to which this Joint Proxy Statement relates. |
| (3) | | Total Compensation from Fund Complex is as of the calendar year ended December 31, 2006. |
None of the Funds currently provides any pension or retirement benefits to the Board Members of Board 3 or officers of the Funds. As of May 31, 2007, all Board Members of Board 3 and officers as a group owned less than 1% of the outstanding shares of each Fund. Board 4 David O. Beim, Robert C. Doll, Jr., James T. Flynn, W. Carl Kester and Karen P. Robards currently comprise Board 4. Board 4 currently oversees the following Funds: | | | Registrant | | Series | FDP Series, Inc. | | Marsico Growth FDP Fund | | | MFS Research International FDP Fund | | | Franklin Templeton Total Return FDP Fund | | | Van Kampen Value FDP Fund | Master Commodity Strategies LLC | | — | BlackRock Commodity Strategies Fund | | — | The GNMA Fund Investment Accumulation Program, Inc. | |
— |
| | | Registrant | | Series | BlackRock Master LLC | | BlackRock Master Small Cap Growth Portfolio | | | BlackRock Master International Portfolio | BlackRock Series, Inc. | | BlackRock Small Cap Growth Fund II | | | BlackRock International Fund | BlackRock Principal Protected Trust | | BlackRock Basic Value Principal Protected Fund | | | BlackRock Fundamental Growth Principal Protected Fund | | | BlackRock Core Principal Protected Fund | Master Institutional Money Market LLC | | Merrill Lynch Institutional Portfolio | | | Merrill Lynch Premier Institutional Portfolio | | | Merrill Lynch Institutional Tax-Exempt Portfolio | Merrill Lynch Funds For Institutions Series | | Merrill Lynch Institutional Fund | | | Merrill Lynch Premier Institutional Fund | | | Merrill Lynch Institutional Tax-Exempt Fund | | | Merrill Lynch Government Fund | | | Merrill Lynch Treasury Fund |
The Board Members who are not “interested persons,” as defined in the 1940 Act, receive a fee for each meeting of the Board and each committee meeting attended and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Funds do not provide compensation to any Board Member that is an “interested person,” as defined in the 1940 Act. Information regarding compensation paid to the non-interested Board Members of Board 4 for each Fund’s most recent fiscal year is set forth below. No compensation information is shown for Board Members whose term of office will not continue after the Meeting to which this Joint Proxy Statement relates. Since only David O. Beim’s term of office, for certain Funds identified in the table below, will continue after the Meeting, no information is shown for James T. Flynn, W. Carl Kester and Karen P. Robards, whose term of office will not continue after the Meeting for any of the Funds. Mr. Beim is not an “interested person,” as defined in the 1940 Act. Each Independent Board Member receives an aggregate annual retainer of $112,000 for his or her services to all funds in the Fund complex overseen by Board 4; in addition GNMA IAP pays $750 per year. The portion of the annual retainer allocated to each applicable fund is determined quarterly based, in general, on the relative net assets of each such fund; however, GNMA IAP pays $187.50 per quarter. In addition, each Independent Board Member receives a fee per in-person Board meeting attended and per in-person Audit Committee meeting attended. The aggregate annual per meeting fees paid to each Independent Board Member totals $48,000 for all funds for which that Independent Board Member serves. The Chair of the Board receives an additional annual retainer in the amount of $40,000 and the Chairman of the Audit Committee receives an additional annual retainer in the amount of $10,000, each of which is paid quarterly and allocated to each fund in the Fund complex for which such Chairman provides services based on the relative net assets of the fund. GNMA IAP is not allocated any part of this retainer. For the year ended December 31, 2006 all Funds supervised by Board 4 reimbursed Board Member expenses in an aggregate amount of $9,902. Compensation Table ($) | | | | | Fund(1)(2) | | David O. Beim | FDP Series, Inc. | | | N/A | Marsico Growth FDP Fund | | | N/A | MFS Research International FDP Fund | | | N/A | Franklin Templeton Total Return FDP Fund | | | N/A | Van Kampen Value FDP Fund | | | N/A | Master Commodity Strategies LLC | | | N/A | BlackRock Commodity Strategies Fund | | | N/A | The GNMA Fund Investment Accumulation Program, Inc. | | | N/A | BlackRock Master LLC | | | — | BlackRock Master Small Cap Growth Portfolio | | $ | 9,318 | BlackRock Master International Portfolio | | $ | 3,534 | BlackRock Series, Inc. | | | — | BlackRock Small Cap Growth Fund II | | | — | BlackRock International Fund | | | — | BlackRock Principal Protected Trust | | | N/A | BlackRock Basic Value Principal Protected Fund | | | N/A | BlackRock Fundamental Growth Principal Protected Fund | | | N/A | BlackRock Core Principal Protected Fund | | | N/A | Master Institutional Money Market LLC | | | — | Merrill Lynch Institutional Portfolio | | | — | Merrill Lynch Premier Institutional Portfolio | | | — | Merrill Lynch Institutional Tax-Exempt Portfolio | | | — | Merrill Lynch Funds for Institutions Series | | | | Merrill Lynch Institutional Fund | | $ | 15,823 | Merrill Lynch Premier Institutional Fund | | $ | 17,013 | Merrill Lynch Institutional Tax-Exempt Fund | | $ | 14,839 | Merrill Lynch Government Fund | | $ | 4,156 | Merrill Lynch Treasury Fund | | $ | 3,169 | Total Compensation from Fund Complex(3) | | $ | 186,083 | | | | | | Number of Funds in Fund Complex Overseen by Board Member | | | 24 |
| (1) | | Information is for the Fund’s most recent fiscal year. |
| (2) | | The term “N/A” when used in this Appendix C refers to the fact that no compensation information is shown for Board Members of the indicated Funds whose term of office with respect to that Fund will not continue after the Meeting to which this Joint Proxy Statement relates. |
| (3) | | Total Compensation from Fund Complex is as of the calendar year ended December 31, 2006. |
None of the Funds provide any pension or retirement benefits to Board Members of Board 4 or officers of the Fund. As of May 31, 2007, all Board Members of Board 4 and officers as a group owned less than 1% of the outstanding shares of each Fund. Board 5 Bruce R. Bond, Richard S. Davis, Stuart E. Eizenstat, Laurence D. Fink, Robert M. Hernandez, Dr. Matina Horner, Toby Rosenblatt and David R. Wilmerding, Jr. currently comprise Board 5. Board 5 currently oversees the following Funds: | | | Trust/Corporation | | Series | BlackRock FundsSM | | Asset Allocation Portfolio | | | All-Cap Global Resources Portfolio | | | Aurora Portfolio | | | Investment Trust | | | Exchange Portfolio | | | Global Opportunities Portfolio | | | Global Resources Portfolio | | | Global Science & Technology Opportunities Portfolio | | | Health Sciences Opportunities Portfolio | | | International Opportunities Portfolio | | | Capital Appreciation Portfolio | | | Mid-Cap Growth Equity Portfolio | | | Mid-Cap Value Equity Portfolio | | | Small Cap Growth Equity Portfolio | | | Small Cap Core Equity Portfolio | | | Small Cap Value Equity Portfolio | | | Small/Mid-Cap Growth Portfolio | | | U.S. Opportunities Portfolio | | | Index Equity Portfolio | | | Money Market Portfolio | | | Municipal Money Market Portfolio | | | U.S. Treasury Money Market Portfolio | | | North Carolina Municipal Money Market Portfolio | | | New Jersey Municipal Money Market Portfolio | | | Ohio Municipal Money Market Portfolio | | | Pennsylvania Municipal Money Market Portfolio | | | Virginia Municipal Money Market Portfolio | BlackRock Funds II | | Total Return Portfolio | | | Delaware Municipal Bond Portfolio | | | Enhanced Income Portfolio | | | AMT-Free Municipal Bond Portfolio | | | GNMA Portfolio | | | Government Income Portfolio | | | High Yield Bond Portfolio | | | Intermediate Bond Portfolio II | | | Intermediate Government Bond Portfolio | | | International Bond Portfolio | | | Inflation Protected Bond Portfolio | | | Kentucky Municipal Bond Portfolio |
| | | Trust/Corporation | | Series | | | Low Duration Bond Portfolio | | | Managed Income Portfolio | | | Ohio Municipal Bond Portfolio | | | BlackRock Strategic Portfolio I | | | Total Return Portfolio II | | | Conservative Prepared Portfolio | | | Moderate Prepared Portfolio | | | Growth Prepared Portfolio | | | Aggressive Growth Prepared Portfolio | | | Prepared Portfolio 2010 | | | Prepared Portfolio 2015 | | | Prepared Portfolio 2020 | | | Prepared Portfolio 2025 | | | Prepared Portfolio 2030 | | | Prepared Portfolio 2035 | | | Prepared Portfolio 2040 | | | Prepared Portfolio 2045 | | | Prepared Portfolio 2050 | BlackRock Bond Allocation Target Shares | | Series C Portfolio | | | Series M Portfolio | | | Series S Portfolio |
The Board Members who are not “interested persons,” as defined in the 1940 Act, receive a fee for each meeting of the Board and each committee meeting attended and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Funds do not provide compensation to any Board Member that is an “interested person,” as defined in the 1940 Act. Information regarding compensation paid to the non-interested Board Members of Board 5 for each Fund’s most recent fiscal year is set forth below. No compensation information is shown for certain Funds identified in the table below for Board Members whose term of office will not continue, with respect to those Funds, after the Meeting to which this Joint Proxy Statement relates. The Independent Board Members currently receive from the Funds in the Fund complex for which they oversee the following: (i) an annual retainer payment of $130,000; (ii) $10,000 for participating, either by telephone or in-person, in each Board meeting; (iii) $2,500 for participating, either by telephone or in person, in each Committee meeting; and (iv) an additional annual payment of $50,000 for the Chairman of the Board, $5,000 for the Vice Chairman of the Board, $15,000 for the Audit Committee Chairman and $5,000 for each of the Chairpersons of the Boards’ other committees. The Independent Board Members currently are reimbursed for any expenses incurred in attending meetings of the Board of or any committee thereof. During the Fund’s most recent fiscal year all Funds supervised by Board 5 reimbursed Board Member expenses in an aggregate amount of $64,350. Compensation Table ($) | | | | | | | | | | | | | | | | | Fund(1) (2) | | Bruce R.
Bond | | Stuart E.
Eizenstat | | Robert M.
Hernandez | | Dr. Matina
Horner | | Toby
Rosenblatt | BlackRock FundsSM | | | | | | | | | | | | | | | | Asset Allocation Portfolio | | | N/A | | | N/A | | | N/A | | $ | 4,200 | | $ | 3,923 | All-Cap Global Resources Portfolio | | | N/A | | | N/A | | | N/A | | $ | 2,527 | | $ | 2,321 | Aurora Portfolio | | | N/A | | | N/A | | | N/A | | $ | 13,173 | | $ | 12,338 | Investment Trust | | | N/A | | | N/A | | | N/A | | $ | 6,948 | | $ | 6,501 | Exchange Portfolio | | | N/A | | | N/A | | | N/A | | $ | 1,574 | | $ | 1,470 | Global Opportunities Portfolio | | | N/A | | | N/A | | | N/A | | $ | 79 | | $ | 71 | Global Resources Portfolio | | | N/A | | | N/A | | | N/A | | $ | 6,362 | | $ | 5,941 | Global Science & Technology Opportunities Portfolio | | | N/A | | | N/A | | | N/A | | $ | 155 | | $ | 144 | Health Sciences Opportunities Portfolio | | | N/A | | | N/A | | | N/A | | $ | 3,071 | | $ | 2,841 | International Opportunities Portfolio | | | N/A | | | N/A | | | N/A | | $ | 5,258 | | $ | 4,885 | Capital Appreciation Portfolio | | | N/A | | | N/A | | | N/A | | $ | 1,470 | | $ | 1,375 | Mid-Cap Growth Equity Portfolio | | | N/A | | | N/A | | | N/A | | $ | 2,399 | | $ | 2,243 | Mid-Cap Value Equity Portfolio | | | N/A | | | N/A | | | N/A | | $ | 4,270 | | $ | 3,986 | Small Cap Growth Equity Portfolio | | | N/A | | | N/A | | | N/A | | $ | 3,350 | | $ | 3,126 | Small Cap Core Equity Portfolio | | | N/A | | | N/A | | | N/A | | $ | 360 | | $ | 334 | Small Cap Value Equity Portfolio | | | N/A | | | N/A | | | N/A | | $ | 625 | | $ | 585 | Small/Mid-Cap Growth Portfolio | | | N/A | | | N/A | | | N/A | | $ | 1,558 | | $ | 1,456 | U.S. Opportunities Portfolio | | | N/A | | | N/A | | | N/A | | $ | 625 | | $ | 580 | Index Equity Portfolio | | | N/A | | | N/A | | | N/A | | $ | 6,789 | | $ | 6,355 | Money Market Portfolio | | | N/A | | | N/A | | | N/A | | $ | 8,147 | | $ | 7,608 | Municipal Money Market Portfolio | | | N/A | | | N/A | | | N/A | | $ | 1,698 | | $ | 1,584 | U.S. Treasury Money Market Portfolio | | | N/A | | | N/A | | | N/A | | $ | 2,502 | | $ | 2,335 | North Carolina Municipal Money Market Portfolio | | | N/A | | | N/A | | | N/A | | $ | 347 | | $ | 323 | New Jersey Municipal Money Market Portfolio | | | N/A | | | N/A | | | N/A | | $ | 901 | | $ | 839 | Ohio Municipal Money Market Portfolio | | | N/A | | | N/A | | | N/A | | $ | 822 | | $ | 767 | Pennsylvania Municipal Money Market Portfolio | | | N/A | | | N/A | | | N/A | | $ | 3,018 | | $ | 2,813 | Virginia Municipal Money Market Portfolio | | | N/A | | | N/A | | | N/A | | $ | 211 | | $ | 196 | BlackRock Funds II | | | | | | | | | | | | | | | | Total Return Portfolio | | $ | 1,802 | | $ | 1,797 | | $ | 1,925 | | | N/A | | | N/A | Delaware Municipal Bond Portfolio | | $ | 383 | | $ | 383 | | $ | 409 | | | N/A | | | N/A | Enhanced Income Portfolio | | $ | 291 | | $ | 291 | | $ | 311 | | | N/A | | | N/A | AMT-Free Municipal Bond Portfolio | | $ | 2,035 | | $ | 2,034 | | $ | 2,176 | | | N/A | | | N/A | GNMA Portfolio | | $ | 984 | | $ | 984 | | $ | 1,052 | | | N/A | | | N/A | Government Income Portfolio | | $ | 3,036 | | $ | 3,027 | | $ | 3,244 | | | N/A | | | N/A |
| | | | | | | | | | | | | | | | | Fund(1) (2) | | Bruce R.
Bond | | Stuart E.
Eizenstat | | Robert M.
Hernandez | | Dr. Matina
Horner | | Toby
Rosenblatt | High Yield Bond Portfolio | | $ | 4,962 | | $ | 4,945 | | $ | 5,293 | | | N/A | | | N/A | Intermediate Bond Portfolio II | | $ | 4,596 | | $ | 4,591 | | $ | 4,912 | | | N/A | | | N/A | Intermediate Government Bond Portfolio | | $ | 3,198 | | $ | 3,198 | | $ | 3,419 | | | N/A | | | N/A | International Bond Portfolio | | $ | 3,565 | | $ | 3,570 | | $ | 3,803 | | | N/A | | | N/A | Inflation Protected Bond Portfolio | | $ | 235 | | $ | 234 | | $ | 251 | | | N/A | | | N/A | Kentucky Municipal Bond Portfolio | | $ | 392 | | $ | 392 | | $ | 419 | | | N/A | | | N/A | Low Duration Bond Portfolio | | $ | 7,472 | | $ | 7,469 | | $ | 7,985 | | | N/A | | | N/A | Managed Income Portfolio | | $ | 3,646 | | $ | 3,642 | | $ | 3,897 | | | N/A | | | N/A | Ohio Municipal Bond Portfolio | | $ | 646 | | $ | 646 | | $ | 691 | | | N/A | | | N/A | BlackRock Strategic Portfolio I | | $ | 382 | | $ | 381 | | $ | 407 | | | N/A | | | N/A | Total Return Portfolio II | | $ | 13,954 | | $ | 13,931 | | $ | 14,913 | | | N/A | | | N/A | Conservative Prepared Portfolio | | $ | 0 | | $ | 0 | | $ | 0 | | | N/A | | | N/A | Moderate Prepared Portfolio | | $ | 0 | | $ | 0 | | $ | 0 | | | N/A | | | N/A | Growth Prepared Portfolio | | $ | 0 | | $ | 0 | | $ | 0 | | | N/A | | | N/A | Aggressive Growth Prepared Portfolio | | $ | 0 | | $ | 0 | | $ | 0 | | | N/A | | | N/A | Prepared Portfolio 2010 | | $ | 0 | | $ | 0 | | $ | 0 | | | N/A | | | N/A | Prepared Portfolio 2015 | | $ | 0 | | $ | 0 | | $ | 0 | | | N/A | | | N/A | Prepared Portfolio 2020 | | $ | 0 | | $ | 0 | | $ | 0 | | | N/A | | | N/A | Prepared Portfolio 2025 | | $ | 0 | | $ | 0 | | $ | 0 | | | N/A | | | N/A | Prepared Portfolio 2030 | | $ | 0 | | $ | 0 | | $ | 0 | | | N/A | | | N/A | Prepared Portfolio 2035 | | $ | 0 | | $ | 0 | | $ | 0 | | | N/A | | | N/A | Prepared Portfolio 2040 | | $ | 0 | | $ | 0 | | $ | 0 | | | N/A | | | N/A | Prepared Portfolio 2045 | | $ | 0 | | $ | 0 | | $ | 0 | | | N/A | | | N/A | Prepared Portfolio 2050 | | $ | 0 | | $ | 0 | | $ | 0 | | | N/A | | | N/A | BlackRock Bond Allocation Target Shares | | | | | | | | | | | | | | | | Series C Portfolio | | $ | 53 | | $ | 53 | | $ | 57 | | | N/A | | | N/A | Series M Portfolio | | $ | 27 | | $ | 27 | | $ | 29 | | | N/A | | | N/A | Series S Portfolio | | $ | 57 | | $ | 56 | | $ | 60 | | | N/A | | | N/A | Total Compensation from Fund Complex | | $ | 51,716 | | $ | 51,650 | | $ | 55,251 | | $ | 82,439 | | $ | 76,942 | | | | | | | | | | | | | | | | | | Number of Funds in Fund Complex Overseen by Board Member | | | 60 | | | 60 | | | 60 | | | 60 | | | 60 |
| (1) | | Information is for the Fund’s most recent fiscal year. |
| (2) | | The term “N/A” when used in this Appendix C refers to the fact that no compensation information is shown for Board Members of the indicated Funds whose term of office with respect to that Fund will not continue after the Meeting to which this Joint Proxy Statement relates. |
None of the Funds currently provides any pension or retirement benefits to the Board Members of Board 5 or officers of the Funds. As of May 31, 2007, all Board Members of Board 5 and officers as a group owned less than 1% of the outstanding shares of each Fund. Appendix D Equity Securities Owned by Nominees The following table shows the amount of equity securities owned by the Nominees in Funds that they are nominated to oversee as of March 31, 2007 except as otherwise indicated. | | | | | | | | | Name of Nominee | | Fund Name | | Number of Shares
Owned | | Aggregate Dollar
Range of Equity
Securities in
Each Fund | | Aggregate Dollar Range
of Equity Securities in
All Funds Overseen
or To Be Overseen
by the Nominee
in Fund Complex | Board A | | | | | | | | | Interested Nominees: | | | | Master Large Cap Core | | | | | Richard S. Davis | | High Yield Bond Portfolio | | Master 55,945 | | Over $100,000 | | Over $100,000 | Laurence D. Fink(1) | | None | | None | | None | | Over $100,000 | Henry Gabbay(2) | | Global Allocation Fund | | 5,064 | | $50,001 – $100,000 | | Over $100,000 | Independent Nominees: | | | | | | | | | James H. Bodurtha | | Global Allocation Fund | | 5,139 | | $50,001 – $100,000 | | Over $100,000 | | | Focus Twenty | | 5,705 | | $10,001 – $50,000 | | | | | Value Opportunities | | 1,865 | | $10,001 – $50,000 | | | Bruce R. Bond | | None | | None | | None | | Over $100,000 | Donald W. Burton | | None | | None | | None | | None | Stuart E. Eizenstat | | Low Duration Portfolio | | 273 | | $1 – $10,000 | | $1 – $10,000 | Kenneth A. Froot | | None | | None | | None | | None | Robert M. Hernandez | | None | | None | | None | | Over $100,000 | John F. O’Brien | | None | | None | | None | | None | Roberta Cooper Ramo(3) | | Focus Value | | 764 | | $10,001 – $50,000 | | Over $100,000 | | | Fundamental Growth Fund | | 1,114 | | $10,001 – $50,000 | | | | | World Income | | 2,153 | | $10,001 – $50,000 | | | | | Low Duration Portfolio | | 609 | | $1 – $10,000 | | | Jean Margo Reid | | Equity Dividend | | 3,950 | | $50,001 – $100,000 | | Over $100,000 | | | National Municipal | | 5,017 | | $50,001 – $100,000 | | | David H. Walsh | | None | | None | | None | | Over $100,000 | Fred G. Weiss | | Basic Value | | 8,638 | | Over $100,000 | | Over $100,000 | | | Global Allocation Fund | | 8,562 | | Over $100,000 | | | | | Global Growth | | 15,088 | | Over $100,000 | | | | | Gov’t Income Portfolio | | 5 | | $1 – $10,000 | | | | | Value Opportunities | | 5,188 | | Over $100,000 | | | Richard R. West | | Global Allocation | | 11,738 | | Over $100,000 | | Over $100,000 | | | | | | Board B | | | | | | | | | Interested Nominees: | | | | | | | | | Richard S. Davis | | Asset Allocation | | 29,657 | | Over $100,000 | | Over $100,000 | | | All-Cap Global Resources | | 23,677 | | Over $100,000 | | | | | Health Sciences Opportunities | | 17,671 | | Over $100,000 | | | | | Capital Appreciation | | 55,693 | | Over $100,000 | | | | | Small/Mid-Cap Growth | | 29,441 | | Over $100,000 | | | | | Large Cap Core | | August 15, 2006859 | | $1 – $10,000 | | | | | Large Cap Value | | 38,054 | | Over $100,000 | | | | | Int’l Opportunities Portfolio | | 478 | | $10,001 – $50,000 | | | | | US Opportunities | | 546 | | $10,001 – $50,000 | | | | | Investment Trust | | 597 | | $1 – $10,000 | | | Henry Gabbay(2) | | Index Equity | | 513 | | $50,001 – $100,000 | | Over $100,000 | | | Large Cap Core | | 1,267 | | $10,001 – $50,000 | | |
| | | | | | | | | Name of Nominee | | Fund Name | | Number of Shares
Owned | | Aggregate Dollar
Range of Equity
Securities in
Each Fund | | Aggregate Dollar Range
of Equity Securities in
All Funds Overseen
or To Be Overseen
by the Nominee
in Fund Complex | Board B | | | | | | | | | Merrill Lynch Large Cap
Series Funds, Inc.Independent Nominees: | | Maryland corporation | | Merrill Lynch Large Cap
Growth Fund | | ML Large Cap Growth | | August 15, 2006 | David O. Beim | | None | | None | | None | | Over $100,000 | Ronald W. Forbes | | S&P 500 Index | | Merrill Lynch Large Cap
Value Fund1,653 | | ML $10,001 – $50,000 | | Over $100,000 | | | Developing Capital Markets | | 357 | | $1 – $10,000 | | | | | Global Financial Services | | 763 | | $10,001 – $50,000 | | | | | Healthcare Fund | | 4,973 | | $10,001 – $50,000 | | | | | Latin America Fund | | 289 | | $10,001 – $50,000 | | | | | Large Cap Value | | August 15, 2006 | | 500 | | $10,001 – $50,000 | | | | | Pacific Fund | | | | 663 | | $10,001 – $50,000 | | Merrill Lynch Large Cap
Core Fund | | | ML Large Cap CoreCMA NY Municipal | | August 15, 2006 | | 168,355 | | Over $100,000 | | | Dr. Matina Horner | | None | | | Merrill Lynch California
Municipal Series TrustNone | | Massachusetts business trustNone | | Merrill Lynch California Insured
Municipal Bond FundNone | Rodney D. Johnson | | ML California InsuredNone | | July 31, 2006 | | None | | None | | None | Herbert I. London(4) | | None | | | Merrill Lynch Focus
Value Fund, Inc.None | | Maryland corporationNone | | —Over $100,000 | Cynthia A. Montgomery | | ML Focus ValueCMA MA Municipal | | August 15, 2006 | | 293,055 | | Over $100,000 | | Over $100,000 | Joseph P. Platt, Jr. | | None | | | Merrill Lynch Fundamental
Growth Fund, Inc.None | | Maryland corporationNone | | —None | Robert C. Robb, Jr. | | ML Fundamental GrowthNone | | August 15, 2006 |
Corporation/Trust
None | | Form of Organization
None | | Series
None | Toby Rosenblatt | | Term Used in this
Joint Proxy Statement
| | Date of Meeting
| Merrill Lynch Multi-State
Municipal Series Trust | | Massachusetts business trust | | Merrill Lynch Florida
Municipal Bond Fund | | ML Florida | | July 31, 2006 | | | | | | | | | | | | | | Merrill Lynch New Jersey
Municipal Bond Fund | | ML New Jersey | | July 31, 2006 | | | | | | | | | | | | | | Merrill Lynch New York
Municipal Bond Fund | | ML New York | | July 31, 2006 | | | | | | | | | | | | | | Merrill Lynch Pennsylvania
Municipal Bond Fund | | ML Pennsylvania | | July 31, 2006 | | | | | | | | | | Merrill Lynch Retirement
Series Trust | | Massachusetts business trust | | Merrill Lynch Retirement
Reserves Money Fund | | ML Retirement Reserves | | July 31, 2006 | | | | | | | | | | Merrill Lynch U.S.
Government Fund | | Massachusetts business trust | | — | | ML U.S. Government | | July 31, 2006 | | | | | | | | | | Merrill Lynch Short-Term
U.S. Government Fund, Inc. | | Maryland corporation | | — | | ML Short-Term U.S. Government | | August 15, 2006 | | | | | | | | | | FAM Variable Series
Funds, Inc. | | Maryland corporation | | Mercury American
Balanced V.I. Fund | | Mercury American Balanced V.I. | | August 15, 2006 | | | | | | | | | | | | | | Mercury Basic Value V.I. Fund | | Mercury Basic Value V.I. | | August 15, 2006 | | | | | | | | | | | | | | Mercury Core Bond V.I. Fund | | Mercury Core Bond V.I. | | August 15, 2006 | | | | | | | | | | | | | | Mercury Domestic Money
Market V.I. Fund | | Mercury Domestic Money Market V.I. | | August 15, 2006 | | | | | | | | | | | | | | Mercury Fundamental
Growth V.I. Fund | | Mercury Fundamental Growth V.I. | | August 15, 2006 | | | | | | | | | | | | | | Mercury Global Growth V.I. Fund | | Mercury Global Growth V.I. | | August 15, 2006 | | | | | | | | | | | | | | Mercury Global
Allocation V.I. Fund | | Mercury Global Allocation V.I. | | August 15, 2006 | | | | | | | | | | | | | | Mercury Government
Bond V.I. Fund | | Mercury Government Bond V.I. | | August 15, 2006 | | | | | | | | | | | | | | Mercury High Current
Income V.I. Fund | | Mercury High Current Income V.I. | | August 15, 2006 | | | | | | | | | | | | | | Mercury Index 500 V.I. Fund | | Mercury Index 500 V.I. | | August 15, 2006 |
Corporation/Trust
| | Form of Organization
| | Series
| | Term Used in this
Joint Proxy Statement
| | Date of Meeting
| | | | | Mercury Large Cap Core V.I. Fund | | Mercury Large Cap Core V.I. | | August 15, 2006 | | | | | | | | | | | | | | Mercury Large Cap
Growth V.I. Fund | | Mercury Large Cap Growth V.I. | | August 15, 2006 | | | | | | | | | | | | | | Mercury Large Cap
Value V.I. Fund | | Mercury Large Cap Value V.I. | | August 15, 2006 | | | | | | | | | | | | | | Mercury Value
Opportunities V.I. Fund | | Mercury Value Opportunities V.I. | | August 15, 2006 | | | | | | | | | | | | | | Mercury Utilities and
Telecommunications V.I. Fund | | Mercury Utilities V.I. | | August 15, 2006 | | | | | | | | | | | | | | Mercury International
Value V.I. Fund | | Mercury International Value V.I. | | August 15, 2006 | | | | | | | | | | Merrill Lynch World
Income Fund, Inc. | | Maryland corporation | | — | | ML World Income | | August 15, 2006 | | | | | | | | | | Managed Account Series | | Delaware statutory trust | | Mid Cap Value
Opportunities Portfolio | | Managed Account Mid Cap Value | | August 15, 2006 | | | | | | | | | | | | | | High Income Portfolio | | Managed Account High Income | | August 15, 2006 | | | | | | | | | | | | | | U.S. Mortgage Portfolio | | Managed Account U.S. Mortgage | | August 15, 2006 | | | | | | | | | | | | | | Global SmallCap Portfolio | | Managed Account Global SmallCap | | August 15, 2006 | | | | | | | | | | The Asset Program, Inc. | | Maryland corporation | | Merrill Lynch Mid Cap Value
Opportunities Fund | | Asset Program | | August 15, 2006 | | | | | | | | | | Fund Asset Management
Master Trust | | Delaware statutory trust | | Low Duration Master Portfolio | | Low Duration Master | | August 15, 2006 | | | | | | | | | | Merrill Lynch Investment
Managers Funds, Inc. | | Maryland corporation | | Merrill Lynch Low
Duration Fund | | ML Low Duration | | August 15, 2006 | | | | | | | | | | Mercury Funds II | | Delaware statutory trust | | Merrill Lynch International
Value Fund | | ML International Value | | August 15, 2006 | | | | | | | | | | Mercury Master Trust | | Delaware statutory trust | | Merrill Lynch Master
International Portfolio | | ML Master International | | August 15, 2006 | | | | | | | | | | | | | | Merrill Lynch Master
Small Cap Growth Portfolio | | ML Master Small Cap Growth | | August 15, 2006 |
Corporation/Trust
| | Form of Organization
| | Series
| | Term Used in this
Joint Proxy Statement
| | Date of Meeting
| Mercury Funds, Inc. | | Maryland corporation | | Merrill Lynch Small Cap
Growth Fund | | ML Small Cap Growth | | August 15, 2006 | | | | | | | | | | | | | | Merrill Lynch International Fund | | ML International | | August 15, 2006 | | | | | | | | | | Master Real Investment Trust | | Delaware statutory trust538,897 | | —Over $100,000 | | Master Real InvestmentOver $100,000 | Kenneth L. Urish | | August 15, 2006 | | None | | None | | None | | None | Frederick W. Winter | | | Merrill Lynch Real
Investment FundNone | | Delaware statutory trustNone | | —None | | ML Real Investment | | August 15, 2006 | | | | | | | | | | Master Inflation
Protected Trust | | Delaware statutory trust | | — | | Master Inflation Protected | | August 15, 2006 | | | | | | | | | | Merrill Lynch Inflation
Protected Fund | | Delaware statutory trust | | — | | ML Inflation Protected | | August 15, 2006 | | | | | | | | | | FDP Series, Inc. | | Maryland corporation | | Marsico Growth FDP Fund | | Marsico Growth FDP | | August 15, 2006 | | | | | | | | | | | | | | MFS Research International
FDP Fund | | MFS Research International FDP | | August 15, 2006 | | | | | | | | | | | | | | Franklin Templeton Total
Return FDP Fund | | Franklin Templeton Total Return FDP | | August 15, 2006 | | | | | | | | | | | | | | Van Kampen Value FDP Fund | | Van Kampen Value FDP | | August 15, 2006 | | | | | | | | | | Multi-Strategy Hedge
Advantage | | Delaware statutory trust | | — | | Multi-Strategy Hedge Advantage | | August 15, 2006 | | | | | | | | | | Multi-Strategy Hedge
Opportunities Fund, LLC | | Delaware limited liability company | | — | | Multi-Strategy Hedge Opportunities | | August 15, 2006 | | | | | | | | | | Master Institutional Money
Market Trust | | Delaware statutory trust | | Master Premier Institutional Fund | | Master Premier Institutional | | August 15, 2006 | | | | | | | | | | | | | | Master Institutional Fund | | Master Institutional | | August 15, 2006 | | | | | | | | | | | | | | Master Institutional
Tax-Exempt Fund | | Master Institutional Tax-Exempt | | August 15, 2006 | | | | | | | | | | | | | | Master Government Fund | | Master Institutional Government | | August 15, 2006 | | | | | | | | | | | | | | Master Treasury Fund | | Master Institutional Treasury | | August 15, 2006 | | | | | | | | | | Merrill Lynch Funds For
Institutions Series | | Delaware statutory trust | | Merrill Lynch Premier
Institutional Fund | | ML Premier Institutional | | August 15, 2006 | | | | | | | | | |
Corporation/Trust
(1) | | FormInformation is as of Organization
June 22, 2007. |
| (2) | | Series
Information is as of June 26, 2007. |
| (3) | | Term Used in this
Joint Proxy Statement
Information is as of June 2, 2007. |
| (4) | | DateInformation is as of Meeting
May 31, 2007. |
As of May 31, 2007, all Nominees and officers as a group owned less than 1% of the outstanding shares of each Fund for which they are nominated to oversee. None of the independent Nominees or their family members had any interest in BlackRock or any person directly or indirectly controlling, controlled by, or under common control with BlackRock as of May 31, 2007. Appendix E Meetings of the Existing Boards During the most recent full fiscal year for each Fund as grouped in the table below, the Boards met the following number of times: | | | | | | Board 1 | | Fund | | Fiscal Year
End | | Merrill Lynch Institutional Fund | | ML Institutional | | August 15, 2006Number of
Board
Meetings | | | | | | | | | | | | | | Merrill Lynch Institutional
Tax-Exempt Fund | | ML Institutional Tax-Exempt | | August 15, 2006 | | | | | | | | | | | | | | Merrill Lynch Treasury Fund | | ML Institutional Treasury | | August 15, 2006 | | | | | | | | | | | | | | Merrill Lynch Government Fund | | ML Institutional Government | | August 15, 2006 | | | | | | | | | | Merrill Lynch Principal
Protected Trust | | Delaware statutory trust | | Merrill Lynch BasicMaster Value
Principal Protected Fund | | ML Basic Opportunities, Value Principal Protected | | August 15, 2006 | | | | | | | | | | | | | | Merrill Lynch Fundamental Growth
Principal Protected Fund | | ML Fundamental Growth
Principal Protected | | August 15, 2006 | | | | | | | | | | | | | | Merrill Lynch Core Principal
Protected Fund | | ML Core Principal Protected | | August 15, 2006 |
Master/Feeder Funds
Master Trust
Opportunities | | Feeder Funds
March 31 | | 11 | Master Basic Value, TrustBasic Value | | Merrill Lynch Basic Value Fund, Inc.
Mercury Basic Value Fund, Inc.
| | June 30 | | 7 | Master Value Opportunities TrustNatural Resources
| | Merrill Lynch Value Opportunities Fund, Inc.
| | July 31 | | 11 | Quantitative Master Series TrustGlobal Growth, ML USA Gov’t Reserves
| | August 31 | | 11 | QMST AggregateBalanced Capital Fund
| | September 30 | | 14 | ML US Treasury Money Fund | | November 30 | | 13 | ML Ready Assets, Bond
QMST Portfolio, Fundamental Growth Portfolio, High Income Portfolio, Gov’t Income Portfolio, Money Market Portfolio, Master Core Bond Enhanced, International
QMSTMaster Enhanced Int’l, Master Extended Market Index, Master Enhanced Small Cap, Master Int’l Index, Master Small Cap Index, Master Mid Cap Index, Int’l Index, S&P 500 Index, Small Cap Index | | December 31 | | 13 | Balanced Capital Portfolio, Large Cap Core Portfolio, Global Allocation Portfolio, Master Enhanced S&P 500,
QMST Enhanced Small Cap
QMST Extended Market Index
QMST International Index
QMST Master S&P 500 Index
QMST Small Cap Index
QMST Mid Cap Index | | | | Master Money Trust
December 31 | | 14 |
| | | | | | Board 2 | | Fund | | Fiscal Year
End | | Number of
Board
Meetings | Master Money, Master Gov’t Securities, Master Tax-Exempt, Master Treasury, CMA Money Fund,
WCMA Money Fund, | | | CMA Gov’t Securities, WCMA Gov’t Securities, CMA Tax-Exempt, WCMA Tax-Exempt, CMA Treasury, WCMA Treasury, CMA AZ Municipal, CMA CA Municipal, CMA CT Municipal, CMA FL Municipal, CMA MA Municipal, CMA MI Municipal, CMA NJ Municipal, CMA NY Municipal, CMA NC Municipal, CMA OH Municipal, CMA PA Municipal, Global Technology Fund | | | Master Government Securities Trust
March 31 | | CMA Government Securities Fund
WCMA Government Securities Fund
11 | | | Healthcare Fund | | | Master Tax-Exempt Trust
April 30 | | CMA Tax-Exempt Fund
WCMA Tax-Exempt Fund
8 | | | Developing Capital Markets, Global SmallCap | | | Master Treasury Trust
June 30 | | CMA Treasury Fund
WCMA Treasury Fund
7 | | | Short-Term Municipal, High Yield Municipal, National Municipal, Municipal Insured | | | Master Senior Floating Rate Trust
June 30 | | Merrill Lynch Senior Floating Rate Fund, Inc.
Merrill Lynch Senior Floating Rate Fund II, Inc.
8 | | Equity Dividend | | July 31 | | 11 | Bond Fund, High Income Fund, Global Financial Services Master, TrustMaster Bond, Global Financial Services | | September 30 | | 12 | | Global Allocation Fund | | October 31 | | 14 | | EuroFund, Global Dynamic Equity, Intermediate Municipal | | October 31 | | 12 | | Latin America Fund | | November 30 | | 13 | | Utilities & Telecoms Fund | | November 30 | | 14 | | Pacific Fund | | December 31 | | 13 |
| | | | | | Board 3 | | Fund | | Fiscal Year
End | | Number of
Board
Meetings | Mid Cap Value Opportunities | | Merrill Lynch Global Financial Services Fund, Inc.
| | January 31 | | 11 | Master U.S.MAS Mid Cap Value, MAS High Yield TrustIncome, MAS US Mortgage, MAS Global SmallCap
| | Merrill Lynch U.S. High Yield Fund, Inc.
| | April 30 | | 7 | Master Bond Trust
Master Core Bond PortfolioSummit Cash Reserves
| | Merrill Lynch Bond Fund, Inc.
Core Bond Portfolio
| | May 31 | | 7 | Int’l Value, Short-Term Bond, Master Short-Term Bond | | June 30 | | 6 | Focus Value | | July 31 | | 11 | FL Municipal, NJ Municipal, PA Municipal | | July 31 | | 10 | CA Insured, Fundamental Growth Fund | | August 31 | | 10 | NY Municipal | | September 30 | | 11 | | Master Large Cap Growth, Master Large Cap Value, Master Large Cap Core, Large Cap Value, Large Cap Core, Large Cap Growth, ML Retirement Reserves | | October 31 | | 11 | Master Focus Twenty, TrustFocus Twenty | | Merrill Lynch Focus Twenty Fund, Inc.
| | November 30 | | 12 | MasterBalanced Capital V.I., Basic Value V.I., Bond V.I., Money Market V.I., Fundamental Growth V.I., Global Growth V.I., Gov’t Income V.I., High Income V.I., S&P 500 Index V.I., Large Cap Series Trust
MasterCore V.I., Large Cap Growth Portfolio
MasterV.I., Large Cap Value Portfolio
Master Large Cap Core Portfolio
V.I., Value Opportunities V.I., Utilities & Telecoms V.I., World Income, Int’l Value V.I., Global Allocation V.I. | | Merrill Lynch Large Cap Series Funds, Inc.
Merrill Lynch Large Cap Growth Portfolio
Merrill Lynch Large Cap Value Portfolio
Merrill Lynch Large Cap Core Portfolio
| | December 31 | | 14 |
| | | | | Board 4 | Fund Asset Management Master Trust
Low Duration Master Portfolio | | Merrill Lynch Investment Managers Funds, Inc.Fiscal Year
Merrill Lynch Low Duration Fund
| | End | | Number of
Board
Meetings | Mercury Master Trust
Merrill Lynch Master International Portfolio
Merrill LynchML Institutional Fund, ML Premier Institutional Fund, ML Institutional Tax-Exempt Fund, ML Gov’t, ML Treasury, ML Institutional, ML Premier Institutional, ML Institutional Tax-Exempt
| | April 30 | | 6 | Growth FDP, Research Int’l FDP, Total Return FDP, Value FDP, Master Small Cap Growth, Portfolio | | Mercury Funds, Inc.
Merrill Lynch International Fund
Merrill LynchMaster Int’l Small Cap Growth II, Int’l Fund
| | | | Master Real Investment Trust
May 31 | | Merrill Lynch Real Investment Fund
4 | | Basic Value PPF | | | Master Inflation Protected Trust
June 30 | | 4 | | Fundamental Growth PPF | | August 31 | | 10 | | Core PPF, GNMA IAP | | October 31 | | 10 | | Master Commodity Strategies; Commodity Strategies | | November 30 | | 10 |
Merrill Lynch
| | | | | | Board 5 | | Fund* | | Fiscal Year
End | | Number of
Board
Meetings | Asset Allocation, All-Cap Global Resources, Aurora, Investment Trust, Exchange Portfolio, Global Opportunities Portfolio, Global Resources Portfolio, Science & Tech Opportunities, Health Sciences Opportunities, Int’l Opportunities Portfolio, Capital Appreciation Portfolio, Mid-Cap Growth Equity, Mid-Cap Value Equity, Small Cap Growth Equity, Small Cap Core Equity, Small Cap Value Equity, Small/Mid-Cap Growth, US Opportunities, Index Equity, Money Market, Municipal Money Market, Treasury Money Market, NC Money Market, NJ Money Market, OH Money Market, PA Money Market, VA Money Market, Total Return, DE Municipal, Enhanced Income, AMT-Free Portfolio, GNMA Portfolio, Gov’t Income, High Yield Bond Portfolio, Intermediate Bond II, Intermediate Gov’t Bond, Int’l Bond Portfolio, Inflation Protected, FundKY Municipal, Low Duration Portfolio, Managed Income, OH Municipal, Strategic Portfolio I, Total Return II, BATS—C, BATS—M, BATS—S |
| * | | Annual meeting information and Board Members’ attendance for Conservative Prepared, Moderate Prepared, Growth Prepared, Aggressive Growth Prepared, PP2010, PP2015, PP2020, PP2025, PP2030, PP2035, PP2040, PP2045, PP2050 has not been provided because such Funds have not been in operation for a full fiscal year. |
Each incumbent Board Member attended more than 75% of the aggregate number of meetings of each Board and of each committee of each Board on which the Board Member served. Appendix F Standing Committees of the Existing Boards The business and affairs of each Registrant are managed by or under the direction of its Board. Audit Committee. Each Board has a standing Audit Committee comprised of all Board Members (except, in the case of Board 5, comprised of Messrs. Bond, Hernandez and Wilmerding) who are not “interested persons,” within the meaning of the 1940 Act, of the Registrant. The primary purposes of each Board’s Audit Committee are to assist the Board in fulfilling its responsibility for oversight of the integrity of the accounting, auditing and financial reporting practices of the Registrant, the qualifications and independence of the Registrant’s independent registered public accounting firm, and the Registrant’s compliance with legal and regulatory requirements. The Audit Committee reviews the scope of the Registrant’s audit, accounting and financial reporting policies and practices and internal controls. The Audit Committee approves, and recommends to the Independent Board Members for their ratification, the selection, appointment, retention or termination of the Registrant’s independent registered public accounting firm. The Audit Committee also approves all audit and permissible non-audit services provided by the Registrant’s independent registered public accounting firm to its manager or adviser and any affiliated service providers if the engagement relates directly to the Registrant’s operations and financial reporting of the Registrant. Governance and Nominating Committee or Nominating Committee. Board 5 has a standing Governance and Nominating Committee, and Board 1, 2, 3 and 4 each has a Nominating Committee. All Board Members who are not “interested persons,” within the meaning of the 1940 Act, are members of the Governance and Nominating Committee or Nominating Committee, except, in the case of Board 5, Dr. Horner and Messrs. Eizenstat, Bond and Hernandez are members of the Governance and Nominating Committee. Each Governance and Nominating Committee or Nominating Committee is responsible for, among other things, recommending candidates to fill vacancies on the Board. The Governance and Nominating Committee of the Board 5 Funds also is responsible for, among other things, the scheduling and organization of Board meetings, evaluating the structure and composition of the board and determining compensation of the Board 5 Funds’ Independent Board Members. Each Governance or Nominating Committee, and each Audit Committee, met the following number of times for each Fund’s most recent fiscal year: | | | | | | | | Board 1 | | Fund | | Fiscal
Year End | | Number of
Nominating
Committee
Meetings | | Number of
Audit
Committee
Meetings | Master Value Opportunities, Value Opportunities | | March 31 | | 0 | | 4 | Master Basic Value, Basic Value | | June 30 | | 1 | | 4 | Natural Resources | | July 31 | | 0 | | 4 | Global Growth, ML USA Gov’t Reserves | | August 31 | | 0 | | 4 | Balanced Capital Fund | | September 30 | | 0 | | 4 | ML US Treasury Money Fund | | November 30 | | 0 | | 4 |
| | | | | | | | Board 1 | | Fund | | Fiscal
Year End | | Number of
Nominating
Committee
Meetings | | Number of
Audit
Committee
Meetings | | ML Ready Assets, Balanced Capital Portfolio, Large Cap Core Portfolio, Bond Portfolio, Global Allocation Portfolio, Fundamental Growth Portfolio, High Income Portfolio, Gov’t Income Portfolio, Money Market Portfolio, Master Core Bond Enhanced, Master Enhanced S&P 500, Master Enhanced Int’l, Master Extended Market Index, Master Enhanced Small Cap, Master Int’l Index, Master S&P 500 Index, Master Small Cap Index, Master Mid Cap Index, Int’l Index, S&P 500 Index, Small Cap Index | | December 31 | | 0 | | 4 |
| | | | | | | | Board 2 | | Fund | | Fiscal Year End | | Number of
Nominating
Committee
Meetings | | Number of
Audit
Committee
Meetings | | Master Money, Master Gov’t Securities, Master Tax-Exempt, Master Treasury, CMA Money Fund, WCMA Money Fund, CMA Gov’t Securities, WCMA Gov’t Securities, CMA Tax-Exempt, WCMA Tax-Exempt, CMA Treasury, WCMA Treasury, CMA AZ Municipal, CMA CA Municipal, CMA CT Municipal, CMA FL Municipal, CMA MA Municipal, CMA MI Municipal, CMA NJ Municipal, CMA NY Municipal, CMA NC Municipal, CMA OH Municipal, CMA PA Municipal, Global Technology Fund | | March 31 | | 0 | | 4 | | Healthcare Fund | | April 30 | | 0 | | 4 | | Developing Capital Markets, Global SmallCap, Short-Term Municipal, High Yield Municipal, National Municipal, Municipal Insured | | June 30 | | 1 | | 4 | | Equity Dividend | | July 31 | | 0 | | 4 | | Bond Fund, High Income Fund, Global Financial Services Master, Master Bond, Global Financial Services | | September 30 | | 0 | | 4 | | EuroFund, Global Allocation Fund, Global Dynamic Equity, Intermediate Municipal | | October 31 | | 0 | | 4 | | Latin America Fund, Utilities & Telecoms Fund | | November 30 | | 0 | | 4 | | Pacific Fund | | December 31 | | 0 | | 4 |
| | | | | | | | Board 3 | | Fund | | Fiscal Year End | | Number of
Nominating
Committee
Meetings | | Number of
Audit
Committee
Meetings | | Mid Cap Value Opportunities | | January 31 | | 0 | | 4 | | MAS Mid Cap Value, MAS High Income, MAS US Mortgage, MAS Global SmallCap | | April 30 | | 0 | | 4 | | Summit Cash Reserves | | May 31 | | 1 | | 4 | | Int’l Value, Short-Term Bond, Master Short-Term Bond | | June 30 | | 1 | | 4 |
| | | | | | | | Board 3 | | Fund | | Fiscal Year End | | Number of
Nominating
Committee
Meetings | | Number of
Audit
Committee
Meetings | | Focus Value, FL Municipal, NJ Municipal, PA Municipal | | July 31 | | 0 | | 4 | | CA Insured, Fundamental Growth Fund | | August 31 | | 0 | | 4 | | NY Municipal | | September 30 | | 0 | | 4 | | Master Large Cap Growth, Master Large Cap Value, Master Large Cap Core, Large Cap Value, Large Cap Core, Large Cap Growth, ML Retirement Reserves | | October 31 | | 0 | | 4 | | Master Focus Twenty, Focus Twenty | | November 30 | | 0 | | 4 | | Balanced Capital V.I., Basic Value V.I., Bond V.I., Money Market V.I., Fundamental Growth V.I., Global Growth V.I., Gov’t Income V.I., High Income V.I., S&P 500 Index V.I., Large Cap Core V.I., Large Cap Growth V.I., Large Cap Value V.I., Value Opportunities V.I., Utilities & Telecoms V.I., World Income, Int’l Value V.I., Global Allocation V.I. | | December 31 | | 0 | | 4 |
| | | | | | | | Board 4 | | Fund | | Fiscal
Year End | | Number of
Nominating
Committee
Meetings | | Number of
Audit
Committee
Meetings | | ML Institutional Fund, ML Premier Institutional Fund, ML Institutional Tax-Exempt Fund, ML Gov’t, ML Treasury, ML Institutional, ML Premier Institutional, ML Institutional Tax-Exempt | | April 30 | | 0 | | 4 | | Growth FDP, Research Int’l FDP, Total Return FDP, Value FDP, Master Small Cap Growth, Master Int’l Small Cap Growth II, Int’l Fund | | May 31 | | 1 | | 4 | Basic Value PPF | | June 30 | | 1 | | 4 | Fundamental Growth PPF | | August 31 | | 0 | | 4 | Core PPF, GNMA IAP | | October 31 | | 0 | | 4 | Master Commodity Strategies; Commodity Strategies | | November 30 | | 0 | | 4 |
| | | | | | | | Board 5 | | Fund* | | Fiscal
Year End | | Number of
Governance
Committee
Meetings | | Number of
Audit
Committee
Meetings | | Asset Allocation, All-Cap Global Resources, Aurora, Investment Trust, Exchange Portfolio, Global Resources Portfolio, Science & Tech Opportunities, Health Sciences Opportunities, Int’l Opportunities Portfolio, Capital Appreciation Portfolio, Mid-Cap Growth Equity, Mid-Cap Value Equity, Small Cap Growth Equity, Small Cap Core Equity, Small Cap Value Equity, Small/Mid-Cap Growth, US Opportunities, Index Equity, Money Market, Municipal Money Market, Treasury Money Market, NC Money Market, NJ Money Market, OH Money Market, PA Money Market, VA Money Market, Total Return, DE Municipal, Enhanced Income, AMT-Free Portfolio, GNMA Portfolio, Gov’t Income, High Yield Bond Portfolio, Intermediate Bond II, Intermediate Gov’t Bond, Int’l Bond Portfolio, Inflation Protected, KY Municipal, Low Duration Portfolio, Managed Income, OH Municipal, Strategic Portfolio I, Total Return II, BATS—C, BATS—M, BATS—S | | September 30 | | 5 | | 4 | | Global Opportunities Portfolio | | September 30 | | 4 | | 3 |
| * | | Meeting information and Board Members’ attendance for Conservative Prepared, Moderate Prepared, Growth Prepared, Aggressive Growth Prepared, PP2010, PP2015, PP2020, PP2025, PP2030, PP2035, PP2040, PP2045, and PP2050 has not been provided because such Funds have not been in operation for a full fiscal year. |
Each Governance and Nominating Committee or Nominating Committee may consider nominees recommended by a shareholder. Shareholders who wish to recommend a nominee should send recommendations to the Registrant’s Secretary that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Board Members. A copy of the Charter of the Governance and Nominating Committee or Nominating Committee for each Registrant is included inAppendix G. Board 5 has three additional standing committees, as follows: Compliance Committee. The members of the Compliance Committee are Dr. Horner and Messrs. Eizenstat and Rosenblatt. The Committee is responsible for monitoring compliance issues regarding each Fund that it oversees. The Committee met the following times during each Board 5 Fund’s most recent fiscal year: | | | | | | Board 5 | Master TrustFund*
| | Fiscal Feeder FundsYear End
| Master Institutional Money Market Trust
Master Premier Institutional Fund
Master Institutional Fund
Master Institutional Tax-Exempt Fund
Master Government Fund
Master Treasury Fund
| | Merrill Lynch Funds For Institutions SeriesNumber of
Merrill Lynch Premier Institutional FundCompliance
Merrill Lynch Institutional FundCommittee
Merrill Lynch Institutional Tax-Exempt Fund
Merrill Lynch Government Fund
Merrill Lynch Treasury Fund
|
Appendix BMeetings
Fund Information
Fund
| Adviser
| Total Shares
Outstanding
| Net Assets
|
|---|
Master Basic Value | FAM | | | ML Basic Value | FAM | | | Mercury Basic Value | FAM | | | Master Value Opportunities | FAM | | | ML Value Opportunities | FAM | | | ML Strategy Growth and Income | FAM | | | ML Strategy Long-Term Growth | FAM | | | ML Strategy All-Equity | FAM | | | ML Balanced Capital | MLIM | | | ML Disciplined Equity | MLIM | | | ML Global Growth | MLIM | | | ML Natural Resources | MLIM | | | ML Ready Assets | MLIM | | | Mercury Balanced Capital | MLIM | | | Mercury Large Cap Core | MLIM | | | Mercury Core Bond | MLIM | | | Mercury Global Allocation | MLIM | | | Mercury Fundamental Growth | MLIM | | | Mercury High Yield | MLIM | | | Mercury Intermediate Government Bond | MLIM | | | Mercury Money Reserve | MLIM | | | Mercury Low Duration | MLIM | | | Mercury Global SmallCap | MLIM | | | Mercury Equity Dividend | MLIM | | | Mercury Mid Cap | MLIM | | | Mercury Small Cap | MLIM | | | Mercury International Index | MLIM | | | ML USA Government | MLIM | | | ML U.S. Treasury | MLIM | | | QMST Aggregate Bond | FAM | | | QMST Enhanced International | FAM | | | QMST Enhanced S&P 500 | FAM | | | QMST Enhanced Small Cap | FAM | | | QMST Extended Market Index | FAM | | | QMST International Index | FAM | | | QMST S&P 500 Index | FAM | | | QMST Small Cap Index | FAM | | | QMST Mid Cap Index | FAM | | | ML Aggregate Bond Index | FAM | | | ML International Index | FAM | | | ML S&P 500 Index | FAM | | | ML Small Cap Index | FAM | | | Master Money | FAM | | | CMA Money | FAM | | | WCMA Money | FAM | | | Master Government Securities | FAM | | | CMA Government Securities | FAM | | | WCMA Government Securities | FAM | | | Master Tax-Exempt | FAM | | | CMA Tax-Exempt | FAM | | | WCMA Tax-Exempt | FAM | | | Master Treasury | FAM | | |
Fund
| Adviser
| Total Shares
Outstanding
| Net Assets
|
|---|
CMA Treasury | FAM | | | WCMA Treasury | FAM | | | CMA Arizona | FAM | | | CMA California | FAM | | | CMA Connecticut | FAM | | | CMA Florida | FAM | | | CMA Massachusetts | FAM | | | CMA Michigan | FAM | | | CMA New Jersey | FAM | | | CMA New York | FAM | | | CMA North Carolina | FAM | | | CMA Ohio | FAM | | | CMA Pennsylvania | FAM | | | Master Senior Floating Rate | FAM | | | ML Senior Floating Rate | FAM | | | ML Senior Floating Rate II | FAM | | | Global Financial Services Master | FAM | | | ML Global Financial Services | FAM | | | Master U.S. High Yield | FAM | | | ML U.S. High Yield | FAM | | | ML Equity Dividend | MLIM | | | Master Core Bond | FAM | | | ML Bond Core Bond | FAM | | | ML Bond Intermediate Term | FAM | | | ML Bond High Income | FAM | | | ML Developing Capital Markets | MLIM | | | ML EuroFund | MLIM | | | ML Global Allocation | MLIM | | | ML Global Equity | FAM | | | ML Global SmallCap | MLIM | | | ML Global Technology | MLIM | | | ML Global Value | MLIM | | | ML Healthcare | MLIM | | | ML Latin America | MLIM | | | ML Muni Bond National | FAM | | | ML Muni Bond Insured | FAM | | | ML Muni Bond Short-Term | FAM | | | ML Municipal Intermediate Term | MLIM | | | ML Pacific | MLIM | | | ML Utilities | MLIM | | | Summit | FAM | | | Master Focus Twenty | FAM | | | ML Focus Twenty | FAM | | | Master Large Cap Growth | FAM | | | Master Large Cap Value | FAM | | | Master Large Cap Core | FAM | | | ML Large Cap Growth | FAM | | | ML Large Cap Value | FAM | | | ML Large Cap Core | FAM | | | ML California Insured | FAM | | | ML Focus Value | FAM | | | ML Fundamental Growth | MLIM | | | ML Florida | FAM | | | ML New Jersey | FAM | | | ML New York | FAM | | | ML Pennsylvania | FAM | | | ML Retirement Reserves | MLIM | | | ML U.S. Government | FAM | | | ML Short-Term U.S. Government | MLIM | | |
Fund
| Adviser
| Total Shares
Outstanding
| Net Assets
|
|---|
Mercury American Balanced V.I. | MLIM | | | Mercury Basic Value V.I. | MLIM | | | Mercury Core Bond V.I. | MLIM | | | Mercury Domestic Money Market V.I. | MLIM | | | Mercury Fundamental Growth V.I. | MLIM | | | Mercury Global Growth V.I. | MLIM | | | Mercury Global Allocation V.I. | MLIM | | | Mercury Government Bond V.I. | MLIM | | | Mercury High Current Income V.I. | MLIM | | | Mercury Index 500 V.I. | MLIM | | | Mercury Large Cap Core V.I. | MLIM | | | Mercury Large Cap Growth V.I. | MLIM | | | Mercury Large Cap Value V.I. | MLIM | | | Mercury Value Opportunities V.I. | MLIM | | | Mercury Utilities V.I. | MLIM | | | Mercury International Value V.I. | MLIM | | | ML World Income | FAM | | | Managed Account Mid Cap Value | FAM | | | Managed Account High Income | FAM | | | Managed Account U.S. Mortgage | FAM | | | Managed Account Global SmallCap | FAM | | | Asset Program | MLIMAllocation, All-Cap Global Resources, Aurora, Investment Trust, Exchange Portfolio, Global Opportunities Portfolio, Global Resources Portfolio, Science & Tech Opportunities, Health Sciences Opportunities, Int’l Opportunities Portfolio, Capital Appreciation Portfolio, Mid-Cap Growth Equity, Mid-Cap Value Equity, Small Cap Growth Equity, Small Cap Core Equity, Small Cap Value Equity, Small/Mid-Cap Growth, US Opportunities, Index Equity, Money Market, Municipal Money Market, Treasury Money Market, NC Money Market, NJ Money Market, OH Money Market, PA Money Market, VA Money Market, Total Return, DE Municipal, Enhanced Income, AMT-Free Portfolio, GNMA Portfolio, Gov’t Income, High Yield Bond Portfolio, Intermediate Bond II, Intermediate Gov’t Bond, Int’l Bond Portfolio, Inflation Protected, KY Municipal, Low Duration Portfolio, Managed Income, OH Municipal, Strategic Portfolio I, Total Return II, BATS—C, BATS—M, BATS—S | | | Low Duration Master | FAMSeptember 30 | | | ML Low Duration | FAM | | | ML International Value | MLIM | | | ML Master International | MLIM | | | ML Master Small Cap Growth | MLIM | | | ML Small Cap Growth | MLIM | | | ML International | MLIM | | | Master Real Investment | MLIM | | | ML Real Investment | MLIM | | | Master Inflation Protected | FAM | | | ML Inflation Protected | FAM | | | Marsico Growth FDP | FAM | | | MFS Research International FDP | FAM | | | Franklin Templeton Total Return FDP | FAM | | | Van Kampen Value FDP | FAM | | | Multi-Strategy Hedge Advantage | MLAI | | | Multi-Strategy Hedge Opportunities | MLAI | | | Master Premier Institutional | FAM | | | Master Institutional | FAM | | | Master Institutional Tax-Exempt | FAM | | | Master Institutional Government | FAM | | | Master Institutional Treasury | FAM | | | ML Premier Institutional | FAM | | | ML Institutional | FAM | | | ML Institutional Tax-Exempt | FAM | | | ML Institutional Treasury | FAM | | | ML Institutional Government | FAM | | | ML Basic Value Principal Protected | MLIM | | | ML Fundamental Growth Principal Protected | MLIM | | | ML Core Principal Protected | MLIM | | |
Appendix C
Comparison of Terms of Current Investment Advisory Agreements
and New Investment Advisory Agreements
Provision
| MLIM
| BlackRock
| Management Duties
| | | | Administer shareholder accounts; handling shareholder relations
| X
| Respond to or refer to shareholder inquiries
| | | | Provide necessary office space, equipment and facilities
| X
| X
| | | Conduct relations with
| | | | | | X
| Provide assistance to custodian as required
| | | | | X
| | | | | | X
| Respond to or refer to transfer agent
| | | | Dividend disbursing agents
| X
| Determine and execute distributions with disbursing agent
| | | | | X
| | | | | | X
| Establish accounting policies and consult with appropriate parties; Provide assistance to auditors as required
| | | | | X
| Provide assistance to counsel as required
| | | | | X
| | | | | | X
| Place orders with any broker or dealer
| | | | | X
| | | | | | X
| Prepare such info and reports as required by banks from which the Fund borrows
| | | | Others deemed necessary or desirable
| X
| | | | | Monitor compliance with prospectus and SAI
| X
| Must comply with prospectus and SAI (covenant section)
| | | | Make reports and recommendations to directors
| X
| Respond to or refer to officers; make such reports and recommendations to the Board of Trustees concerning service providers
|
Provision
| MLIM
| BlackRock
| Bookkeeping services
| | X
| | * | | Meeting information and Board Members’ attendance for Conservative Prepared, Moderate Prepared, Growth Prepared, Aggressive Growth Prepared, PP2010, PP2015, PP2020, PP2025, PP2030, PP2035, PP2040, PP2045, and PP2050 has not been provided because such Funds have not been in operation for a full fiscal year. |
Valuation and Pricing Committee. The members of the Valuation and Pricing Committee are Messrs. Bond, Davis, Eizenstat, Fink, Hernandez, Rosenblatt, Wilmerding and Dr. Horner. The Committee is responsible for valuation issues regarding the portfolio securities of each Fund that it oversees. The Committee met the following times during each Board 5 Fund’s most recent fiscal year: | | | | | Administrative services
| X
| X
Board 5 | | Fund* | | | Determine NAV
| | X
| Fiscal
Year End | | Number of
Valuation
and
Pricing
Committee
Meetings | Maintain books and records
| | X
| | Asset Allocation, All-Cap Global Resources, Aurora, Investment Trust, Exchange Portfolio, Global Resources Portfolio, Science & Tech Opportunities, Health Sciences Opportunities, Int’l Opportunities Portfolio, Capital Appreciation Portfolio, Mid-Cap Growth Equity, Mid-Cap Value Equity, Small Cap Growth Equity, Small Cap Core Equity, Small Cap Value Equity, Small/Mid-Cap Growth, US Opportunities, Index Equity, Money Market, Municipal Money Market, Treasury Money Market, NC Money Market, NJ Money Market, OH Money Market, PA Money Market, VA Money Market, Total Return, DE Municipal, Enhanced Income, AMT-Free Portfolio, GNMA Portfolio, Gov’t Income, High Yield Bond Portfolio, Intermediate Bond II, Intermediate Gov’t Bond, Int’l Bond Portfolio, Inflation Protected, KY Municipal, Low Duration Portfolio, Managed Income, OH Municipal, Strategic Portfolio I, Total Return II, BATS—C, BATS—M, BATS—S | | | Oversee tax preparation
| | X
| | September 30 | | 4 | Review and pay fund expenses and service providers
| | X
| | Global Opportunities Portfolio | | | Prepare communications with shareholders (proxies and annual reports)
| | X
| | September 30 | | | Prepare periodic SEC filings
| | X
| | | | Prepare reports not prepared by custodian, counsel or auditors
| | X
| | | | Perform Section 18 calculations
| | X
| | | | Review share repurchase programs
| | X
| | | | Assist in preparation and filing of Forms 3 4, 5
| | X
| | | | Provide, or arrange to provide at the Adviser’s cost, accounting services to the Fund [ML Balanced Capital only]
| X
| X
| | Investment Duties
| | | Adviser provides
| | | | | X
| Supervise and manage the investment and reinvestment of fund assets; provide investment research
| | | | X
| | | | X
| | | Continuous investment program
| X
| | | | Purchase, sale, exchange decisionmaking
| X
| Exercise discretion in purchasing and selling securities
| | | | Options, futures, options on futures decisionmaking
| X
| Supervise and manage the investment and reinvestment of fund assets
| | | | X
| | | | Portfolio security voting
| X
| Exercise all rights appertaining to fund securities
|
Provision
| MLIM
| BlackRock
| All actions necessary to implement investment policies
| X
| Adviser must place orders either directly with issuer or with broker or dealer
| | * | | Meeting information and Board Members’ attendance for Conservative Prepared, Moderate Prepared, Growth Prepared, Aggressive Growth Prepared, PP2010, PP2015, PP2020, PP2025, PP2030, PP2035, PP2040, PP2045, and PP2050 has not been provided because such Funds have not been in operation for a full fiscal year. |
Performance Review Committee. The members of the Performance Review Committee are Messrs. Bond, Eizenstat, Rosenblatt and Wilmerding. The Committee is responsible for reviewing the performance of the Funds that it oversees. The Committee met the following times during each Board 5 Fund’s most recent fiscal year: | | | | | Instructions to custodian for deliveryBoard 5
| X
| | | Fund* | | | Best executionFiscal
Year End
| X
| “Attempt” to provide best execution; however, Adviser considers other factors
| | | Number of
Performance
Review
Committee
Meetings | Broker dealer selection (which may include affiliates)
| X
| X
| | Asset Allocation, All-Cap Global Resources, Aurora, Investment Trust, Exchange Portfolio, Global Opportunities Portfolio, Global Resources Portfolio, Science & Tech Opportunities, Health Sciences Opportunities, Int’l Opportunities Portfolio, Capital Appreciation Portfolio, Mid-Cap Growth Equity, Mid-Cap Value Equity, Small Cap Growth Equity, Small Cap Core Equity, Small Cap Value Equity, Small/Mid-Cap Growth, US Opportunities, Index Equity, Money Market, Municipal Money Market, Treasury Money Market, NC Money Market, NJ Money Market, OH Money Market, PA Money Market, VA Money Market, Total Return, DE Municipal, Enhanced Income, AMT-Free Portfolio, GNMA Portfolio, Gov’t Income, High Yield Bond Portfolio, Intermediate Bond II, Intermediate Gov’t Bond, Int’l Bond Portfolio, Inflation Protected, KY Municipal, Low Duration Portfolio, Managed Income, OH Municipal, Strategic Portfolio I, Total Return II, Conservative Prepared, Moderate Prepared, Growth Prepared, Aggressive Growth Prepared, BATS—C, BATS—M, BATS—S | | | Covenants section
| September
30 | | | Conform to provisions of 1940 Act, Investment Advisers Act of 1940, Commission rules and regulations, any other applicable law, charter and by-laws, policies, determinations and resolutions of the board
| | X
| | | | Must maintain policy and practice of conducting services independent of commercial banking operations
| | X
| | | | Must maintain privacy and confidentiality of fund and shareholder information
| | X
| | | | Expenses
| | | | Adviser shall pay for
| | | | | | X
| Advisers bears all costs and expenses of employees, overhead and inside directors; except that Board may vote to reimburse Adviser for the pro rata portion of salaries, bonuses, etc. for the time spent on fund operations (including, without limitation, compliance matters) (other than investment advice and admin services) by Adviser personnel
| | | Office space, equipment and facilities
| X
| | | Compensation of officers and inside directors
| X
| | | | Fund shall pay for
| | | | | | X
| | | | | | X
| | | | | Portfolio transaction expenses
| X
| | | | | Expenses of registering shares
| X
| | | | | Pricing costs (including NAV calculation)
| X
| | | | | Printing expenses re: shareholder reports, stock certs, prospectuses and SAIs
| X
| | | | | Printing expenses re: proxies and other shareholder meeting costs
| X
| |
Provision
| MLIM
| BlackRock
| | X
| | | * | | | | X
| | | | | | X
| | | | | | X
| | | | | | X
| | | | | Independent director feesMeeting information and expenses
| X
| | | | | | X
| | | | | | X
| | | | | • Litigation expenses | X
| | | | | • Listing fees | | | | | | • Auction agentBoard Members’ attendance for Conservative Prepared, Moderate Prepared, Growth Prepared, Aggressive Growth Prepared, PP2010, PP2015, PP2020, PP2025, PP2030, PP2035, PP2040, PP2045, and other AMPS expenses | | | | | | • Insurance | | | | | | • Other expenses properly payable | X
| | | | | The Fund will reimburse the Advisor and its affiliatesPP2050 has not been provided because such Funds have not been in operation for all their costs in providing accounting services to the Fund. [All except ML Balanced Capital]
| X
| X
| | | | | Fees | | Fee payable at the end of each calendar month at the annual rate of [__]% of average daily net assets, commencing on the day following effectiveness of the agreement, calculated in accordance with the prospectus and SAI.
| X
| X “Net Assets” means the total assets minus the sum of the accrued liabilities.
| | | | If the agreement is in effect for less than a full month, fee is prorated
| X
| X
| | | | Fee payment for the preceding month shall be made as promptly as possible after completion of the computations.
| X
| | | | | When the determination of NAV is suspended, the NAV from the day prior to suspension shall be used
| X
| fiscal year. |
Provision
| MLIM
| BlackRock
| Limitation on Liability
| | | | Adviser shall not be liable: any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the management of the Fund
| X
| any error of judgment or mistake of law or for any loss suffered by Adviser or by the Fund in connection with the performance of the Agreement
| | | | Except: willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder.
| X
| a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under the Agreement.
| | | | To whom: Applies to any affiliates of Adviser performing services for the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of Adviser and such affiliates
| X
| X
| | | | Activities of Adviser/Services Not Exclusive
| | | | Services not to be deemed to be exclusive, and Adviser and any person controlled by or under common control with Adviser is free to render services to others.
| X
| Agreement does not limit Adviser or its employees and affiliates from acting as Adviser for any other person or firm.
Agreement does not limit any other lawful activity.
Agreement does not limit Adviser or employees from trading securities for their own accounts.
However, Adviser shall undertake no activities which, in its judgment, will adversely affect the performance of its obligations under the Agreement.
| | | | Directors, officers, employees and shareholders of the Fund are or may become interested in Adviser and its affiliates, as directors, officers, employees, partners and shareholders or otherwise and that Adviser and the directors, officers, employees, partners and shareholders of Adviser and its affiliates are or may become similarly interested in the Fund as shareholders or otherwise.
| X
| |
Provision
| MLIM
| BlackRock
| Sub-Advisers
| | | | Adviser may employ … other persons or entities, including … affiliates of Adviser … However, if Adviser chooses to retain … another person or entity to manage assets of the Fund, such other person or entity must be
an affiliate
retained at Adviser’s own cost and expense
retained subject to Section 15
Retention of one or more affiliated sub-advisers … shall in no way reduce the responsibilities or obligations of Adviser under the Agreement, and Adviser shall be responsible for all acts and omissions … in connection with the performance of Adviser’s duties under the Agreement.
| X
| Adviser may from time to time … appoint one or more Sub-Advisers, including … affiliates of Adviser, to perform investment advisory services with respect to the Fund. Adviser may terminate any or all Sub-Advisers in its sole discretion at any time to the extent permitted by applicable law.
| | | | Duration/Termination
| | | | Agreement effective as of its date and effective for two years and thereafter so long as approved at least annually by
the Directors or a majority of the shareholders, and
a majority of independent Directors at an in person meeting
| X
| X
| | | | Agreement may be terminated at any time, without the payment of any penalty, by the Directors or by vote of a majority of the outstanding voting securities of the Fund, or by Adviser, on 60 days’ notice
| X
| X (except notice may be waived by either the Adviser or the Fund)
| | | | Agreement shall automatically terminate in the event of its assignment.
| X
| X
|
Provision
| MLIM
| BlackRock
| Amendments
| | | | OLDER FUNDS: Agreement may be amended by the parties only if such amendment is specifically approved by
majority of the shareholders, and
a majority of the independent Directors at an in person meeting.
NEWER FUNDS: Agreement may be amended by the parties only if specifically approved by
the Board, including a majority of the independent Directors at an in person meeting, and
where required by the 1940 Act, by the vote of a majority of the shareholders.
| X
| X—Includes the newer funds’ provision
| | | | Governing Law
| | | | New York and the applicable provisions of the 1940 Act.
To the extent NY law and the 1940 Act conflict, 1940 Act controls.
| X
| X
| | | | General Notices
| | | | | | Any notice under the Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is mailed first class postage prepaid
| | | | Notice re: Change in Partnership Structure
| | | | Adviser, which is a partnership, must notify the Fund of any change in membership of the partnership
| X
| NA
| | | | Books and records
| | | | Comply with Rule 31a-3 under the 1940 Act
All records are the property of the Fund
Will surrender promptly to the Fund any such records upon the Fund’s request.
Preserve as required by Rule 31a-2 and Rule 31a-1 of the 1940 Act
| | X
|
Provision
| MLIM
| BlackRock
| Indemnification
| | | | Fund may, in the discretion of the Board, indemnify Adviser, officers, employees, etc. against any liabilities and expenses, including judgments, fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred … except when Indemnitee shall have been adjudicated not to have acted in good faith and in the reasonable belief that such Indemnitee’s action was in the best interest of the Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that
no indemnification when there has been “disabling conduct”
no indemnification for settlements unless there has been a determination that such settlement is in the best interests of the Fund
action must have been authorized by a majority of the full Board.
The Fund may make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought under the Agreement if the Fund receives a written affirmation of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that such Indemnitee is entitled to such indemnification and if the trustees of the Fund determine that the facts then known to them would not preclude indemnification. Additional conditions with respect to approvals and entitlement to indemnification.
Conditions apply with respect to standards for indemnification.
| | X
| | | | Use of Name
| | | | Adviser has consented to use of “BlackRock” name, conditioned on the employment of Adviser and subject to the ability of the Adviser to require the Fund to cease using the “BlackRock” name at any time for any reason
| | X
|
Provision
| MLIM
| BlackRock
| Miscellaneous
| | | | Definitions of Certain Terms (have the meaning ascribed to them under the 1940 Act and relevant Commission interpretations)
| X
| X
| | | | Counterparts
| | | | Agreement may be executed in counterparts
| | X
|
Appendix DG Governance and Nominating Committee or Nominating Committee Nominating Committee Charter FORM OF NEW INVESTMENT ADVISORY AGREEMENTS
INVESTMENT ADVISORY AGREEMENT(Boards 1, 2, 3 and 4)
AGREEMENT, dated [ ], 2006, between _______________ [ ] I. Organization The Nominating Committee (the “Fund”“Committee”), of the Board of Directors/Trustees for the registered investment companies (each a [Maryland corporation] [Massachusetts business trust] [Delaware statutory trust],“Fund” and BlackRock Advisors, Inc. (the “Advisor”), a Delaware corporation. WHEREAS,collectively, the Advisor has agreed to furnish investment advisory services to“Funds”) listed on Exhibit A attached hereto shall be composed solely of Directors/Trustees who are not “interested persons” of the Fund an open-end management investment company registered underas defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”);, and
[WHEREAS, who are “independent” as defined in the [Trustees] [BoardNew York Stock Exchange and the American Stock Exchange (each, an “Exchange”) listing standards (if applicable) (“Independent Directors”). The Board of Directors]Directors/Trustees of the Fund (the “Board”) shall appoint the members of the Committee (which may or may not be all of the Independent Directors) and shall designate the Chairman of the Committee. The Committee shall have establishedauthority to retain outside counsel and designated ___________ (the “___________”)other advisors the Committee deems appropriate and shall have the sole authority to approve the compensation and other terms of their retention.
II. Responsibilities The Committee shall identify individuals qualified to serve as Independent Directors of the Fund and shall recommend its nominees for consideration by the full Board. III. Identification And Evaluation Of Potential Nominees In identifying and evaluating a person as a seriespotential nominee to serve as an Independent Director of the Fund; and] [for open-end series funds]Fund, the Committee should consider among other factors it may deem relevant: WHEREAS, this Agreement has been approved the contribution which the person can make to the Board, with consideration being given to the person’s business and professional experience, education and such other factors as the Committee may consider relevant; the character and integrity of the person; whether or not the person is an “interested person” as defined in accordance with the provisions of the 1940 Act and whether the Advisorperson is otherwise qualified under applicable laws and regulations to serve as a Director or Independent Director of the Fund; whether or not the person has any relationships that might impair his or her independence, such as any business, charitable, financial or family relationships with Fund management, the investment adviser or manager of the Fund, Fund service providers or their affiliates; whether or not the person is financially literate pursuant to the applicable Exchange’s audit committee membership standards; whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related investment company complexes; whether or not the person is willing to furnish such services uponserve, and willing and able to commit the terms and conditions herein set forth; NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:
1. In General.The Advisor agrees, all as more fully set forth herein, to act as investment advisor to the Fund with respect to the investment of the Fund’s assets and to supervise and arrangetime necessary for the day to day operations of the Fund and the purchase of securities for and the sale of securities held in the investment portfolio of the Fund.
2. Duties and Obligations of the Advisor with Respect to Investment of Assets of the Fund. Subject to the succeeding provisions of this section and subject to the direction and control of the Fund’s Board of [Trustees][Directors], the Advisor shall (i) act as investment advisor for and supervise and manage the investment and reinvestment of the Fund’s assets and in connection therewith have complete discretion in purchasing and selling securities and other assets for the Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Fund; (ii) supervise continuously the investment program of the Fund and the composition of its investment portfolio; (iii) arrange, subject to the provisions of paragraph 4 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Fund; and (iv) provide investment research to the Fund.
3. Duties and Obligations of Advisor with Respect to the Administration of the Fund. The Advisor also agrees to furnish office facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, provided by the Fund’s Custodian, Transfer Agent and Dividend Disbursing Agent and other service providers) for the Fund. To the extent requested by the Fund, the Advisor agrees to provide the following administrative services:
(a) Oversee the determination and publication of the Fund’s net asset value in accordance with the Fund’s policy as adopted from time to time by the Board of [Trustees][Directors];
(b) Oversee the maintenance by the Fund’s Custodian and Transfer Agent and Dividend Disbursing Agent of certain books and records of the Fund as required under Rule 31a1(b)(4) of the 1940 Act and maintain (or oversee maintenance by such other persons as approved by the Board of [Trustees][Directors]) such other books and records required by law or for the proper operation of the Fund;
(c) Oversee the preparation and filing of the Fund’s federal, state and local income tax returns and any other required taxreturns;
(d) Review the appropriateness of and arrange for payment of the Fund’s expenses;
(e) Prepare for review and approval by officers of the Fund financial information for the Fund’s semiannual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to Fund shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders;
(f) Prepare for review by an officer of the Fund the Fund’s periodic financial reports required to be filed with the Securities and Exchange Commission (“SEC”) on Form NSAR, Form NCSR, Form NPX, Form NQ, and such other reports, forms and filings, as may be mutually agreed upon;
(g) Prepare such reports relating to the business and affairs of the Fund as may be mutually agreed upon and not otherwise appropriately prepared by the Fund’s custodian, counsel or auditors;
(h) Make such reports and recommendations to the Board of [Trustees][Directors] concerning the performance of the independent accountants as the Boardduties of [Trustees][Directors] may reasonably request or deems appropriate;
(i) Make such reports and recommendations to the Board of [Trustees][Directors] concerning the performance and fees of the Fund’s Custodian and Transfer and Dividend Disbursing Agent as the Board of [Trustees][Directors] may reasonably request or deems appropriate;
(j) Oversee and review calculations of fees paid to the Fund’s service providers;
(k) Oversee the Fund’s portfolio and perform necessary calculations as required under Section 18 of the 1940 Act;
(l) Consult with the Fund’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of the Fund and monitor financial and shareholder accounting services;
(m) Determine the amounts available for distribution as dividends and distributions to be paid by the Fund to its shareholders; prepare and arrange for the printing of dividend notices to shareholders; and provide the Fund’s dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions and to implement the Fund’s dividend reinvestment plan;
(n) Prepare such information and reports as may be required by any banks from which the Fund borrows funds;
(o) Provide such assistance to the Custodian and the Fund’s counsel and auditors as generally may be required to properly carry on the business and operationsa Director of the Fund;
(p) Respond to whether or refer tonot the Fund’s officers or transfer agent, shareholder (including any potential shareholder) inquiries relating to the Fund; (q) Supervise any other aspectsselection and nomination of the Fund’s administration as mayperson would be agreed to by the Fund and the Advisor; and
[(r) Provide, or arrange to provide at the Advisor’s cost, accounting services to the Fund.] [ML Balanced Capital only]
All services are to be furnished through the medium of any directors, officers or employees of the Advisor or its affiliates as the Advisor deems appropriate in order to fulfill its obligations hereunder.
The Fund will reimburse the Advisor or its affiliates for all out of pocket expenses incurred by them in connection with the performance of the administrative services described in this paragraph 3. The Fund will reimburse the Advisor and its affiliates for their costs in providing accounting services to the Fund. [All except ML Balanced Capital]
4. Covenants.(a) In the performance of its duties under this Agreement, the Advisor shall at all times conform to, and act in accordance with, any requirements imposed by: (i) the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended, and all applicable Rules and Regulations of the Securities and Exchange Commission; (ii) any other applicable provision of law; (iii) the provisions of the [Declaration of Trust] [Charter] and By Laws of the Fund, as such documents are amended from time to time; (iv) the investment objectives and policies of the Fund as set forth in its Registration Statement on Form N-1A and/or the resolutions of the Board of [Trustees][Directors]; and (v) any policies and determinations of the Board of [Trustees][Directors] of the Fund and
(b) In addition, the Advisor will:
(i) place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Advisor will attempt to obtain the best price and the most favorable execution of its orders. In placing orders, the Advisor will consider the experience and skill of the firm’s securities traders as well as the firm’s financial responsibility and administrative efficiency. Consistent with this obligation, the Advisor may select brokers on the basis of the research, statistical and pricing services they provide to the Fund and other clients of the Advisor. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Advisor hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Advisor determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Advisor to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Subject to the foregoing and the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Advisor may select brokers and dealers with which it or the Fund is affiliated;
(ii) maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. When the Advisor makes investment recommendations for the Fund, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Fund’s account are customers of the commercial department of its affiliates; and
(iii) treat confidentially and as proprietary information of the Fund all records and other information relative to the Fund, and the Fund’s prior, current or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Advisor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund.
5. Services Not Exclusive.Nothing in this Agreement shall prevent the Advisor or any officer, employee or other affiliate thereof from acting as investment advisor for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Advisor or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Advisor will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.
6. Sub-Advisors.The Advisor may from time to time, in its sole discretion to the extent permitted by applicable law, appoint one or more sub-advisors, including, without limitation, affiliates of the Advisor, to perform investment advisory services with respect to the Fund. The Advisor may terminate any or all sub-advisors in its sole discretion at any time to the extent permitted by applicable law.
7. Books and Records. In complianceconsistent with the requirements of Rule 31a-3 under the 1940 Act,Fund’s retirement policy.
While the Advisor hereby agrees that all records which it maintainsCommittee is solely responsible for the selection and nomination of the Fund’s Independent Directors, the Committee may consider nominations for the office of Director made by Fund arestockholders or by management in the propertysame manner as it deems appropriate. Stockholders who wish to recommend a nominee should send nominations to the Secretary of the Fund which include biographical information and further agrees to surrender promptly toset forth the Fund any such records uponqualifications of the Fund’s request.proposed nominee. The Advisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. 8. Expenses. During the term of this Agreement, the Advisor will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder and shall bear the costs of any salaries or [trustees’] [directors’] fees of any officers or [trustees][directors]Secretary of the Fund who are affiliated persons (as defined in the 1940 Act) of the Advisor; provided that the Board of [Trustees][Directors] of the Fund may approve reimbursementwill forward all nominations received to the Advisor of the pro rata portion of the salaries, bonuses, health insurance, retirement benefits and all similar employment costs for the time spent on Fund operations, (including, without limitation, compliance matters) (other than the provision of investment advice and administrative services required to be provided hereunder) of all personnel employed by the Advisor who devote substantial time to Fund operations or the operations of other investment companies advised by the Advisor.Committee.
9. Compensation of the Advisor. (a) The Fund agrees to pay to the Advisor and the Advisor agrees to accept as full compensation for all services rendered by the Advisor as such, a monthly fee (the “Investment Advisory Fee”) in arrears at an annual rate equal to the amount set forth in Schedule A hereto of the average daily value of the Fund’s Net Assets. “Net Assets” means the total assets of the Fund minus the sum of the accrued liabilities. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.IV. Quorum
(b) For purposes of this Agreement, the net assets of the Funds shall be calculated pursuant to the procedures adopted by resolutions of the [Trustees][Directors] of the Fund for calculating the value of the Fund’s assets or delegating such calculations to third parties. 10. Indemnity. (a) The Fund may, in the discretion of the Board of [Trustees][Directors] of the Fund, indemnify the Advisor, and each of the Advisor’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an “Indemnitee”) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee’s action was in the best interest of the Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee’s position (the conduct referred to in such clauses (i)through (iv) being sometimes referred to herein as “disabling conduct”), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee’s action was in the best interest of the Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by
any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by aA majority of the full Board of [Trustees][Directors]members of the Fund.
(b) The Fund may make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that such Indemnitee is entitled to such indemnification and if the [Trustees][Directors] of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the IndemniteeCommittee shall provide security for such Indemnitee undertaking, (B) the Fund shall be insured against losses arising by reason of any unlawful advance, or (C) a majority ofconstitute a quorum consisting of [Trustees][Directors] of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 1940 Act) nor parties to the proceeding (“Disinterested Non Party [Trustees][Directors]”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification.
(c) All determinations with respect to the standards for indemnification hereunder shall be made (1) by a final decision on the merits by a court or other body before whom the proceeding was brought that such Indemnitee is not liable or is not liable by reason of disabling conduct, or (2) in the absence of such a decision, by (i) a majority vote of a quorum of the Disinterested Non Party [Trustees][Directors] of the Fund, or (ii) if such a quorum is not obtainable or, even if obtainable, if a majority vote of such quorum so directs, independent legal counsel in a written opinion. All determinations that advance payments in connection with the expense of defending any proceeding shall be authorized and shall be made in accordance with the immediately preceding clause (2) above.
The rights accruing to any Indemnitee under these provisions shall not exclude any other right to which such Indemnitee may be lawfully entitled.
11. Limitation on Liability.(a) The Advisor will not be liable for any error of judgment or mistake of law or for any loss suffered by Advisor or by the Fund in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement. As used in this Section 11(a), the term “Advisor” shall include any affiliates of the Advisor performing services for the Fund contemplated hereby and partners, directors, officers and employeestransaction of the Advisor and of such affiliates.
[(b) Notwithstanding anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that, as provided in [Section ___ of Article __ of the Declaration of Trust], this Agreement is executed by the Trustees and/or officers of the Fund, not individually but as such Trustees and/or officers of the Fund,business, and the obligations hereunder are not binding upon any of the Trustees or Shareholders individually but bind only the estate of the Fund.] [Massachusetts business trusts]
12. Duration and Termination. This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Fund as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the voteact of a majority of the Fund’s Board of [Trustees][Directors] or the vote of a majoritymembers of the outstanding voting securitiesCommittee present at any meeting at which there is quorum shall be the act of the Committee.
V. Nomination Of Directors After a determination by the Committee that a person should be nominated as an Independent Director of the Fund, at the time outstandingCommittee shall present its recommendation to the full Board for its consideration and, entitledwhere appropriate, to vote, and (b)the Independent Directors. V. Meetings The Committee may meet either on its own or in conjunction with meetings of the Board. Meetings of the Committee may be held in person, video conference or by the voteconference telephone. The Committee may take action by unanimous written consent in lieu of a majoritymeeting. Governance and Nominating Committee Charter (Board 5) GOVERNANCE AND NOMINATING COMMITTEE CHARTER OF THE BOARDS OF TRUSTEES OF BLACKROCK FUNDSSM, BLACKROCK FUNDS II AND BLACKROCK BOND ALLOCATION TARGET SHARES I. Purpose of the [Trustees][Directors] who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for theGovernance and Nominating Committee The purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Fund at any time, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Fund shall be directed or approved by the vote of a majorityGovernance and Nominating Committee (the “Committee”) of the [Trustees][Directors]Boards of Trustees (the “Board”) of BlackRock FundsSM, BlackRock Funds II and BlackRock Bond Allocation Target Shares (together, the “Funds”) is to provide assistance to the Board in fulfilling its responsibility with respect to oversight of the Fund in office at the time or by the voteappropriate and effective governance of the holders of a majorityFunds, including, but not limited to, advising the Board on the structure, composition and procedures of the voting securities ofBoard’s committees, the Fund at the time outstanding and entitled to vote, or by the Advisor on 60 days’ written notice (which notice may be waived by the Fund). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the
outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)
13. Notices.Any notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is mailed first class postage prepaid.
14. Amendment of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by the votesize of the Board, the appropriate ratio of [Trustees][Directors] of the Fund, including a majority of those [Trustees][Directors]Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval and, where required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund.
15. Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the State of New York for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of New York, or any of the provisions, conflict with the applicable provisions of the 1940 Act, the latter shall control.
16. Use of the Name BlackRock.The Advisor has consented to the use by the Fund of the name or identifying word “BlackRock” in the name of the Fund. Such consent is conditioned upon the employment of the Advisor as the investment advisor to the Fund. The name or identifying word “BlackRock” may be used from time to time in other connections and for other purposes by the Advisor and any of its affiliates. The Advisor may require the Fund to cease using “BlackRock” in the name of the Fund if the Fund ceases to employ, for any reason, the Advisor, any successor thereto or any affiliate thereof as investment advisor of the Fund.
17. Miscellaneous.The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.
18. Counterparts.This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.
| | [NAME OF FUND]
By: _________________________________
Name:
Title:
BLACKROCK ADVISORS, INC.
By: _________________________________
Name:
Title: |
Schedule A
Investment Advisory Fee
Appendix E
Form of New FDP Subadvisory Agreements
SUBADVISORY AGREEMENT ENTERED INTO BETWEEN
BLACKROCK ADVISORS, INC.
AND
MARSICO CAPITAL MANAGEMENT, LLC
This Subadvisory Agreement (the “Agreement”) is entered into as of ___________, 2006, by and between BlackRock Advisors, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Adviser”), and Marsico Capital Management, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Subadviser”).
WHEREAS, the Adviser and FDP Series, Inc., an open-end management investment company registered under the Investment Company Act of 1940 (the “1940 Act”) and organized as a corporation under the laws of the State of Maryland, have entered into an Investment Advisory and Management Agreement dated __________, 2006 (the “Investment Advisory Agreement”), a copy of which is attached as Exhibit A to this Agreement;
WHEREAS, pursuant to the Investment Advisory Agreement, the Adviser has agreed to provide investment management and advisory services to FDP Series, Inc. which consists of multiple series, including Marsico Growth FDP Fund (the “Fund”);
WHEREAS, the Investment Advisory Agreement provides that the Adviser may engage duly organized subadvisers to furnish investment information, services and advice to assist the Adviser in carrying out its responsibilities under the Investment Advisory Agreement, provided that the Adviser obtains the consent and approval of the Board of Directors of FDP Series, Inc. (the “Board”), a majority of those directors who are not parties to the Investment Advisory Agreement, or “interested persons” of any party to the Investment Advisory Agreement, in accordance with the requirements of the 1940 Act, and otherwise complies with the shareholder voting requirements of the 1940 Act;
WHEREAS, the Board, including a majority of those directors who are not parties to the Investment Advisory Agreement, or “interested persons” of any party to the Investment Advisory Agreement, has duly consented to and approved the engagement of the Subadviser to furnish investment information, services and advice to assist the Adviser in carrying out its responsibilities under the Investment Advisory Agreement; and
WHEREAS, the Adviser desires to retain the Subadviser to render investment advisory services to the Adviser and the Fund in the manner and on the terms set out in this Agreement, and the Subadviser desires to provide(as such services.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set out in this Agreement, the Adviser and the Subadviser agree as follows:
1. Investment Description; Appointment
(a) Investment Description.The Fund will invest and reinvest its assets in accordance with the investment objective(s), policies and limitations specified in the prospectus and statement of additional information (the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) as part of the FDP Series, Inc.‘s Registration Statement on Form N-1A, as it may be periodically amended. The Adviser agrees to provide copies of all amendments and supplements to the current Prospectus, and copies of any procedures adopted by the Board that are applicable to the Fund and any amendments to those procedures (the “Board Procedures”), to the Subadviser on an on-going basis. In addition, the Adviser will furnish the Subadviser with a copy of any financial statement or report prepared for the Fund with respect to the Fund by a registered independent public accounting firm, and with
copies of any financial statements or reports made by the Fund to shareholders or to any state or federal regulatory agency. The Adviser also will inform the Subadviser of any material results of any audits or examinations by regulatory authorities pertaining directly to the Subadviser’s responsibilities for the Fund.
(b) Appointment of Subadviser.The Adviser hereby engages the services of the Subadviser in connection with the investment and reinvestment of the Fund’s assets. Pursuant to this Agreement and subject to the oversight and supervision by the Adviser and the Board, the Subadviser will manage the investment and reinvestment of the Fund’s assets. Subject to the terms and conditions of this Agreement, the Subadviser hereby accepts the engagement by the Adviser in the foregoing capacity and agrees, at the Subadviser’s own expense, to render the services set out in this Agreement and to provide the office space, furnishings, equipment, and personnel required by the Subadviser to perform these services on the terms and for the compensation provided in this Agreement. Except as specified in this Agreement, the Subadviser agrees that it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of both the Fund and the Adviser.
2. Services as Subadviser
Subject to the supervision, direction and approval of the Adviser and the Board, the Subadviser will conduct a continual program of investment, evaluation, sale, and reinvestment of the Fund’s assets. The Subadviserterm is authorized, in its sole discretion and without prior consultation with the Adviser, to: (a) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the Fund; (b) make investment decisions for the Fund; (c) place purchase and sale orders for portfolio transactions on behalf of the Fund and manage otherwise uninvested cash assets of the Fund,provided that the Subadviser’s management of the Fund’s uninvested cash assets may be limited to the provision of standing instructions to the Fund’s custodian to automatically invest any such uninvested cash assets in particular cash equivalent investments on a daily basis; (d) provide reasonable assistance to the Adviser with respect to the pricing of Fund securities at such time and in such manner as the Adviser and Subadviser will mutually agree upon from time to time; (e) execute account documentation, agreements, contracts and other documents as may be requested by brokers, dealers, counterparties and other persons in connection with the Subadviser’s management of the assets of the Fund (in such respect, and only for this limited purpose, the Subadviser will act as the Adviser’s and the Fund’s agent and attorney-in-fact); and (f) employ professional portfolio managers and securities analysts who provide research services to the Fund. The Subadviser will in general take such action as is appropriate to effectively manage the Fund’s investment practices. In addition:
(i) The Subadviser will furnish the Adviser routinely with daily information concerning portfolio transactions and other reports as agreed upon from time to time concerning transactions and performance of the Fund, in such form and frequency as may be mutually agreed upon from time to time. The Subadviser agrees to review the Fund, discuss the management of the Fund with, and provide such access to its personnel and operations as may be reasonably requested by the Adviser and/or the Board from time to time in connection with its provision of services to the Fund.
(ii) The Subadviser will maintain and preserve the records specified in Section 15 of this Agreement and any other records related to the Fund’s transactions or its management of the Fund as are required of a subadviser under any applicable state or federal securities law or regulation including: the 1940 Act, the Securities Exchange Act of 1934 (the “1934 Act”), and the Investment Advisers Act of 1940 (the “Advisers Act”). The Adviser and the Fund will maintain and preserve all other books and records for the Fund as required under such rules. Subject to the confidentiality provisions herein, the Subadviser will furnish to the Adviser all information relating to the Subadviser’s services under this Agreement reasonably requested by the Adviser within a reasonable period of time after the Adviser makes such request.
(iii) The Subadviser will comply with all applicable Board Procedures that are provided to the Subadviser by the Adviser or the Fund. The Subadviser will notify the Adviser as soon as reasonably practicable upon detection of any material breach of such Board Procedures. The Adviser will provide the Subadviser with as much notice as is reasonably practicable of any amendments or additions to the Board Procedures.
(iv) The Subadviser will maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Adviser and the Fund, including any amendments thereto, and will institute and enforce procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser will follow such Code of Ethics in performing its services under this Agreement. Further, the Subadviser represents that it has policies and procedures regarding the detection and prevention of the misuse of material, nonpublic information by the Subadviser and its employees as required by the Insider Trading and Securities Fraud Enforcement Act of 1988, a copy of which policies and procedures it will provide to the Adviser and the Fund upon any reasonable request. The Subadviser shall assure that all reporting required of a subadviser under the Securities Exchange Act of 1934, as amended, in connection with portfolio securities of the Fund, shall be made in a timely manner.
(v) The Subadviser will manage the investment and reinvestment of the assets of the Fund in a manner consistent with the Fund’s investment objectives and policies as stated in the Prospectus. The Subadviser also will manage the investments of the Fund in a manner consistent with any and all applicable investment restrictions (including diversification requirements) contained in the 1940 Act and the rules and regulations under the Act, any SEC no-action letter or order applicable to the Fund, and any applicable state securities law or regulation. The Adviser will provide Subadviser with copies of any such SEC no-action letter or order. The Adviser shall perform quarterly and annual tax compliance tests with respect to the Fund’s compliance with the diversification requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, (the “Code”), and promptly furnish reports of such tests to the Subadviser after each quarter end to ensure that the Fund is in compliance with the Code. The Subadviser shall take prompt action in response to any notification from the Adviser of any potential non-compliance with either the Adviser’s internal guidelines or the diversification requirements of the Code to ensure that the Fund complies with such Code diversification requirements.
The Subadviser agrees to perform its duties hereunder in complete compliance with the Fund’s policies and procedures adopted pursuant to Rule 38a-1 of the Investment Company Act of 1940, as amended, or the “1940 Act”) versus those Trustees who are not “interested persons” (the “Independent Trustees”) and the Subadviser’s duties and obligations under Rule 206(4)-7compensation of the Advisers Act, including providingIndependent Trustees.
The purpose of the Chief Compliance Officer and/or board of directors of FDP Series, Inc. with such information, reports and certifications as they may reasonably request. (vi) The Subadviser shall, in a prudent and diligent manner, vote proxies relatingCommittee is also to provide assistance to the Fund’s portfolio securitiesBoard in selecting and nominating candidates for election to the best interests of the Fund and its shareholders in connection with any matters submitted to a vote of shareholders in compliance with Subadviser’s proxy voting policies and procedures. The Subadviser will provide the Adviser with a report of all proxy votes made on behalf of the Fund in a timely matter so as to permit the Adviser to timely comply with the reporting requirements under the 1940 Act. The Subadviser shall not be responsible for exercising any other applicable rights of security holders in corporate actions or otherwise.
3. Information and Reports
(a) The Subadviser will keep the Fund and the Adviser promptly informed of developments relating to its duties as subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Fund,Board, including, but not limited to, identifying candidates for any changes in the portfolio manager or managers assigned to the Fund’s account. In this regard, the Subadviser will provide the Fund, the Adviser, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser mayvacancies that exist from time to time, reasonably request. Additionally, prior to each Board meeting,conducting diligence on such candidates as the Adviser shall reasonably request,Committee may deem appropriate (which may include, but is not necessarily limited to, examination of credentials, personal interviews, and inquiry of persons acquainted with the Subadviser will provide the Advisercandidate) and making appropriate recommendations to the Board with reports regarding(in the Subadviser’s managementcase of candidates who are “interested persons”) or to the Independent Trustees (in the case of candidates who are not “interested persons”) for the election, or nomination for election, by Fund shareholders of a new Trustee.
II. Composition and Qualifications The Committee will be comprised of not less than two members of the Fund during the most recently completed quarter, to include written certifications that the Subadviser’s managementBoard. No member of the FundCommittee may be an “interested person” of the Funds as that term is defined in compliance with the Fund’s investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and (subject to Section 2(v) above) the diversification requirements of Subchapter MAct. The members of the Code (subject to Section 2(v) above),Committee will be appointed by the Board, and otherwise in such form as may be mutually agreed uponremoved, with or without cause, by the SubadviserBoard. III. Chairperson The Board will designate one of the members of the Committee to be the Chairperson of the Committee. The Chairperson will chair all regular sessions of the Committee and set the Adviser. agendas for each Committee meeting. IV. Authority The Subadviser alsoCommittee will certify quarterlyhave the authority to carry out its duties and responsibilities as set forth in this Charter, to request appropriate officers of the FundFunds to provide or arrange to provide such information, data and services as the Adviser thatCommittee may request and to institute any special investigations or inquiries as it has adopted procedures reasonablydeems necessary. The Committee will have the authority to hire or engage, at the Funds’ expense, special counsel and other experts and consultants whose assistance the Committee considers necessary to prevent Access Persons from violatingcarry out any of its Coderesponsibilities under this Charter. VI. Meetings and Procedures of Ethics,the Committee Unless the Committee otherwise determines, the Committee will meet on a regular basis, but in all cases, no less frequently than quarterly, and will reportcall any material changes in its Code of Ethics. Annually,special meetings as the Subadviser will furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the
Subadviser’s Code of Ethics and compliance program, respectively, to the Fund and the Adviser. The Subadviser also will notify and forward promptly to the Fund and the Adviser any communications or information itcircumstances may receive with respect to claims against or involving the Fund or corporate actions relating to the Fund. It shall be the sole responsibilityrequire. A majority of the Fund, Adviser, or custodian (and notmembers of the Subadviser) to process and file any claim forms relating to any litigationCommittee present in person or by means of a conference telephone or on behalfother communications equipment by means of which all persons participating in the Fund.
(b) Each party to this Agreement agrees to provide promptly tomeeting can communicate with each other will constitute a quorum. The Committee may also take action by written consent, if the other party a list, to the bestnumber of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person of the Adviser or the Subadviser, as the case may be, specifically identifying those affiliated persons that are either (a) publicly traded companies; (b) broker-dealers or underwriters; or (c) investment advisers. Each of the Adviser and the Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any change that should be made to such list.
(c) The Subadviser also will provide the Adviser and/or the Board with any information reasonably requested regarding its management of the Fundmembers required for any shareholder report, amended registration statement, or prospectus supplement to be filed by FDP Series, Inc. with the SEC or in connection withapproval of such action at a meeting of the Board. The Subadviser will promptly informmembers consent to the Fundaction in writing and the Adviser ifwritten consents are filed with the records of meetings of the Committee, unless otherwise required by applicable law.
The Committee will have the right to excuse any informationCommittee member from a meeting or portion thereof to permit the remaining members of the Committee to discuss or act on any matter for which, in the Prospectus or SAICommittee’s opinion, the excused member’s participation is not appropriate, and such excused member’s absence in this circumstance will not be deemed an absence for the purposes of determining a quorum. The Committee will cause to be maintained minutes of each of its meetings which it has approved and any records relating to the Subadviser or its dutiesthose meetings and obligations under this Agreement is (or will become) inaccurate or incomplete. 4. Standard of Care
The Subadviser will act in good faith and use reasonable care and in a manner consistent with applicable federal and state laws and regulations in rendering the services it agrees to provide under this Agreement.
5. Subadviser’s Duties Regarding Fund Transactions
(a) Placement of Orders.The Subadviser will take all actions that it considers necessary to implement the investment policies of the Fund, and, in particular, to place all orders for the purchase or sale of securities or other investments for the Fund with brokers or dealers the Subadviser, in its sole discretion, selects. To that end, the Subadviser is authorized as the Fund’s agent to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash for the Fund’s account. In connection with the selection of brokers or dealers and the placement of purchase and sale orders, the Subadviser is directed at all times to seek to obtain best execution within the policy guidelines determined by the Board and set out in FDP Series, Inc.‘s current Prospectus, subject to provisions (b), (c) and (d) of this Section 5.
(b) Selection of Brokers and Dealers.Subject to the requirements of Section 28(e) of the 1934 Act, in the selection of brokers and dealers to execute portfolio transactions, the Subadviser is permitted to consider not only the available prices and rates of brokerage commissions/spreads, but also other relevant factors, which could include, without limitation: the execution capabilities of the brokers and dealers; the research and other services provided by the brokers and dealers that the Subadviser believes will enhance its general portfolio management capabilities; the size of the transaction; the difficulty of execution; the operational facilities of these brokers and dealers; the risk to a broker or dealer of positioning a block of securities; and the overall quality of brokerage and research services provided by the brokers and dealers. In connection with the foregoing, the Subadviser may pay those brokers and dealers who provide brokerage and research services to the Subadviser a higher commission than that charged by other brokers and dealers if the Subadviser determines in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the broker or dealer in terms of either the particular transaction or in terms of the Subadviser’s overall responsibilities with respect to the Fund and to any other client accounts or portfolios that the Subadviser advises. The executioncopies of such transactions pursuant to this section 5(b) would not be considered to represent an unlawful breach of any duty created by this Agreement or otherwise.
(c) Soft Dollar Arrangements.Pursuant to the authorization that has been granted by the Fund pursuant to which the Subadviser may maintain “soft dollar” arrangements with respect to the Fund, the Subadviser
will, on an ongoing basis, but not less often than annually, identify and provide a written descriptionminutes to the Board and the AdviserFunds.
V. Duties and Responsibilities of all “soft dollar” arrangementsthe Committee The following are the general duties and responsibilities of the Committee and are set forth only for their guidance. A. Corporate Governance and Other Related Responsibilities The Committee’s corporate governance duties and responsibilities include the following. 1. The Committee will, on a periodic basis, evaluate the compensation and Fund shareholding guidelines of the Trustees and make any recommendations to the full Board that the Subadviser maintains with respect to the Fund or with brokers or dealers that execute transactions for the Fund,Committee deems appropriate. 2. The Committee will, on an annual basis, evaluate its own performance and of all research and other services provided to the Subadviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Fund transactions to the broker or dealer. If the Subadviser in its sole discretion ever decides to terminate soft dollar arrangements for similar client accounts, then thereafter, the Subadviser will promptly inform the Fund of such decision and, upon the Fund’s reasonable written request, the Subadviser will, to the extent reasonably practicable, terminate within a reasonable time any “soft dollar” arrangements it has established with respect to the Fund. (d) Aggregated Transactions. On occasions when the Subadviser deems the purchase or sale of a security or other financial instrument to be in the best interest of the Fund as well as other clients, the Subadviser is authorized, but not required, to aggregate purchase and sale orders for securities or other financial instruments held (or to be held) by the Fund with similar orders being made on the same day for other client accounts or portfolios that the Subadviser manages. When an order is so aggregated, the Subadviser may allocate the recommendations or transactions among all accounts and portfolios for which the recommendation is made or transaction is effected on a basis that the Subadviser reasonably considers equitable and consistent with its fiduciary obligations to the Fund and its other clients. The Subadviser, the Adviser and the Fund recognize that in some casesresponsibilities under this procedure may adversely affect the size of the position obtainable for the Fund or the price obtained for the purchase or sale of securities by the Fund.
6.Compensation
For its services, the Adviser pays the Subadviser at the end of each calendar month a fee based upon the average daily value of the net assets of the Fund at the annual rate of 0.40% of the Fund’s average daily net assets, commencing on the day following effectiveness hereof. For purposes of this calculation, average daily net assets are determined by the Fund at the end of each monthCharter on the basis of the average net assets of the Fund for each day during the month. The Subadviserall matters that it considers relevant and will have no right to obtain compensation directly from the Fund for services provided under this Agreement and agrees to look solely to the Adviser for payment of fees due. The fee for the period from the Effective Date (defined below) of the Agreement to the end of the month during which the Effective Date occurs will be prorated according to the proportion that such period bearsmake any recommendations to the full monthly period. Upon any terminationBoard that the Committee deems appropriate.
3. The Committee will, on an annual basis (or more frequently if appropriate), evaluate the qualification of this Agreement beforeeach Trustee who is a member of the end of a month,Audit Committee as being (i) “independent” as defined by the fee for such part of that month will be prorated accordingrules promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the proportion thatSarbanes-Oxley Act of 2002, (ii) “financially literate”, as such period bearsqualification is interpreted by the Board in its business judgment and (iii) an “audit committee financial expert” within the meaning of the rules and regulations promulgated by the SEC pursuant to the 1940 Act. 4. The Committee will serve in an advisory capacity to the Board and the Chairman of the Board in matters relating to the organizational and governance structure and conduct of the Board. 5. The Committee will, on an annual basis, assist and oversee a self-assessment of the Board as a whole to determine whether the Board is functioning effectively. The Committee will establish procedures to allow it to exercise this oversight function. The Committee will report to the full monthly period and will be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Subadviser, the value of the Fund’s net assets will be computed at the times and in the manner specified in the Prospectus, and on days on which the net assets are not so determined, the net asset value computation to be used will be as determinedBoard on the immediately preceding day on which the net assets were determined. 7. Expenses
The Subadviser will bear all expenses (excluding expenses to be borne by the Fund as described in the following sentence) in connection with the performanceresults of its services under this Agreement. The Fund will bear certain other expenses to be incurred in its operation, including, but not limited to, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund’s directors who are not “interested persons” of the Fund; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Fund’s shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Fund; (viii) all other expenses incidental to holding meetings of the Fund’s shareholders, including proxy solicitations therefor; (ix) insurance premiums for fidelity bond and other coverage; (x) investment management fees; (xi) expenses of typesetting for printing prospectuses and statements of additional information and supplements to these documents; (xii) expenses of printing and mailing prospectuses and supplements thereto; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party or in which the Fund has a claim and legal obligations that the Fund may have to indemnify the Fund’s directors, officers and/or employees or agents with respect to these actions, suits or proceedings.
8. Services to Other Companies or Accounts
The Adviser understands that the Subadviser and its affiliates now act, will continue to act and may act in the future as investment manager or adviser to fiduciary and other managed accounts, and as an investment manager or adviser to other investment companies,evaluation, including any offshore entities or private accounts. The Adviser has no objectionrecommended actions to the Subadviser and its affiliates so acting,provided, that, whenever the Fund and one or more other investment companies or accounts managed or advised by the Subadviser and its affiliates have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula reasonably believed to be equitable to each such company and account. The Adviser represents that the Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for the Fund and/or the price obtained for the purchase or sale of securities by the Fund. The Adviser represents that the Fund also understands that the persons employed by the Subadviser to assist inimprove the performance of the Subadviser’s duties under this Agreement may not devote their full timeBoard.
6. The Committee will review and recommend to such service, and that nothing contained in this Agreement will be deemed to limit or restrict the right of the Subadviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. This Agreement will not in any way limit or restrict the Subadviser or any of its directors, officers, employees, or agents from buying, selling or trading any securities or other investment instruments for its or their own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by the Subadviser of its duties and obligations under this Agreement. 9. Affiliated Brokers
The Subadviser or any of its affiliates may act as broker in connection with the purchase or sale of securities or other investments for the Fund, subject to: (a) the requirement that the Subadviser seek to obtain best execution within the policy guidelines determined by the Board and set out in the Fund’s current prospectus; (b) the provisions of the 1940 Act and the Advisers Act; (c) the provisions of the 1934 Act, including, but not limited to, Section 11(a) thereof; and (d) other provisions of applicable law. These brokerage services are not within the scope of the duties of the Subadviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board the Subadviser or its affiliates may receive brokerage commissions, fees or other remuneration fromallocation of compliance responsibilities among the Fund for these services in additionvarious committees of the Board.
7. The Committee will, on an annual basis, review the adequacy of this Charter and recommend to the Subadviser’s fees for services under this Agreement.full Board any changes that the Committee deems appropriate. 10. CustodyB. Identification and Evaluation of Potential Nominees
The Subadviser will not take custody of or receive physical possession or physical control of cash, securities, or other investmentsduties and responsibilities of the Fund. 11. Term of Agreement; Termination of Agreement; Amendment of Agreement
(a) Term. This Agreement will become effective on the date first above written (the “Effective Date”),Committee also include establishing criteria for identifying and unless terminated in accordance with its terms, will continue for an initial two-year term and thereafter so longevaluating a person as such continuance is specifically approved at least annuallya potential nominee to serve as required by the 1940 Act.
(b) Termination. This Agreement may be terminated, without penalty, (i) by the Boarda Trustee or by vote of holders of a majorityIndependent Trustee of the outstanding shares of the Fund upon sixty (60) days’ written notice to the Adviser and Subadviser, (ii) by the Adviser upon 60 days’ written notice to the Fund and Subadviser, or (iii) by the Subadviser upon 60 days’ written notice to the Fund and the Adviser. This Agreement alsoFunds. Such criteria will terminate automatically in the event of its assignment or in the event of the assignment or termination of the Investment Advisory Agreement.
(c) Amendment. This Agreement may be materially amended by the parties only if the amendment is specifically approved by: (i) a majority of those directors who are not parties to this Agreement or “interested persons” of any party cast in personinclude, at a meeting called for the purpose of voting on the Agreement’s approval; and (ii) if required by applicable law, the vote of a majority of outstanding shares of the Fund.
12. Representations and Covenants of the Adviser
The Adviser represents and covenants to the Subadviser as follows:
| (a) | | It is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as the business is now being conducted. |
| (b) | | The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary actions and by the Board of the Fund, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement does not contravene or constitute a default underminimum, (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser. |
| (c) | | It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement. |
| (d) | | It has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met by the Adviser in order to perform the services contemplated by this Agreement. |
| (e) | | It (i) is registered with the SEC as an investment adviser under the Advisers Act, (ii) is registered and licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so licensed, and (iii) will promptly notify the Subadviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act. |
| (f) | | It acknowledges that it has received a copy of the Subadviser’s Form ADV at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Fund. |
| (g) | | The Fund is, or will be prior to commencing operations, registered as an open-end management investment company under the 1940 Act and the Fund’s shares are (or will be prior to commencing operations) registered under the Securities Act of 1933 and under any applicable state securities laws. |
| (h) | | It will carry out its responsibilities under this Agreement in compliance with federal and state law, including securities law, governing its activities; (ii) the Fund’s investment objective(s), policies, and restrictions, as set out in the Prospectus, as amended from time to time; and (iii) any policies or directives as the Board may from time to time establish or issue and communicate to the Subadviser in writing. The Fund will promptly notify the Adviser in writing of changes to (ii) or (iii) above, and upon receipt of such notice, the Adviser will promptly notify the Subadviser in writing of such changes to (ii) or (iii) above. |
13.Representations and Covenants of the Subadviser
The Subadviser represents and covenants to the Adviser as follows:
| (a) | | It is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as this business is now being conducted. |
| (b) | | The execution, delivery and performance by the Subadviser of this Agreement are within the Subadviser’s powers and have been duly authorized by all necessary action on the part of its board of directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement does not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Subadviser. |
| (c) | | It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement. |
| (d) | | It has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement. |
| (e) | | It (i) is registered with the SEC as an investment adviser under the Advisers Act, is registered or licensed as an investment adviser under the laws of jurisdictions in which its activities require it to be so registered or licensed, and will promptly notify the Fund of the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act. |
| (f) | | It has provided the Adviser with a copy of its Form ADV and will, promptly after making any material amendment to Part II of its Form ADV, furnish a copy of such amendments to the Adviser. The information contained in the Subadviser’s Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. |
| (g) | | It will carry out its responsibilities under this Agreement in compliance with federal and state law, including securities law, governing its activities; (ii) the Fund’s investment objective(s), policies, and restrictions, as set out in the Prospectus and SAI, as amended from time to time; and (iii) any policies or directives as the Board may from time to time establish or issue and communicate to the Subadviser in writing. The Fund or the Adviser will promptly notify the Subadviser in writing of changes to (ii) or (iii) above. |
| (h) | | It is not to the best of its knowledge the subject of any proceeding, investigation or inquiry brought by the SEC, the NASD (or any other self-regulatory organization) or any other federal or state regulator with respect to the types of services for which it is being appointed herein or which could have a material impact on its ability to fully perform any of the services to be rendered hereunder. |
14.Cooperation with Regulatory Authorities or Other Actions
The parties to this Agreement each agree to cooperate in a reasonable manner with each other in the event that any of them should become involved in a legal, administrative, judicial or regulatory action, claim, or suit as a result of performing its obligations under this Agreement.
15. Records
(a) Maintenance of Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Fund pursuant to the 1940 Act with respect to the Subadviser’s duties and
obligations under this Agreement for the Fund (the “Fund’s Books and Records”). The Adviser acknowledges that the Subadviser is not the compliance agent for the Fund or for the Adviser, and is responsible for maintaining the Fund’s Books and Records only with respect to the Subadviser’s duties and obligations to the Fund under this Agreement.
(b) Ownership of Records. The Subadviser agrees that the Fund’s Books and Records are the Fund’s property and further agrees to surrender promptly to the Fund or the Adviser the Fund’s Books and Records upon the request of the Fund or the Adviser;provided,however, that the Subadviser may retain copies of the records at its own cost. The Fund’s Books and Records will be made available, within two (2) business days of a written request, to the Fund’s accountants or auditors during regular business hours at the Subadviser’s offices. The Fund, the Adviser or their respective authorized representatives will have the right to copy any records in the Subadviser’s possession that pertain to the Fund. These books, records, information, or reports will be made available to properly authorized government representatives consistent with state and federal law and/or regulations. In the event of the termination of this Agreement, the Fund’s Books and Records will be returned to the Fund or the Adviser. The Subadviser agrees that any policies and procedures it has established for managing the investment and reinvestment of the Fund’s assets, including, but not limited to, all policies and procedures designed to ensure compliance with federal and state regulations governing the adviser/client relationship and management of the investment and reinvestment of the Fund’s assets, will be made available for inspection by the Fund, the Adviser or their respective authorized representatives upon reasonable written request within not more than two (2) business days.
16. Confidentiality.
(a) Non-Disclosure by Subadviser. The Subadviser agrees that the Subadviser will not disclose or use any records or confidential information obtained pursuant to this Agreement in any manner whatsoever, except as authorized in this Agreement or specifically by the Adviser or the Fund, or if this disclosure or use is required by federal or state regulatory authorities or by a court, or is required in connection with the performance by the Subadviser of its duties and obligations to the Fund under this Agreement
(b) Non-Disclosure by Adviser. The Adviser agrees that the Adviser will not disclose or use any records or confidential information obtained pursuant to this Agreement or any other agreement between the Adviser and the Sub-adviser in any manner whatsoever, except as authorized in this Agreement or specifically by the Subadviser, or if this disclosure or use is required by federal or state regulatory authorities or by a court, or is required in connection with the performance by the Adviser of its duties and obligations to the Fund under this Agreement.
(c) Non-Disclosure Exceptions. Paragraphs (a) and (b) above shall not apply to information that (i) is already publicly available and (ii) was lawfully obtained other than pursuant to this Agreementprovided that neither party may use such information in marketing materials without the prior consent of the other party. In addition, the Subadviser may disclose the investment performance of the Fund;provided that the disclosure does not reveal the identity of the Adviser or the Fund. The Subadviser may also disclose that the Adviser and the Fund are the Subadviser’s clients,provided that the disclosure does not reveal the investment performance or the composition of the Fund.
17.Limitation of Liability; Indemnification
(a) Limitation of Liability. Except as provided in this Agreement and as may otherwise be provided by the 1940 Act or other federal securities laws, the Adviser and its respective officers, directors, employees, agents, representatives or persons controlled by them (collectively, the “Related Parties”) on the one hand, and the Subadviser and the Subadviser’s Related Parties on the other hand, will not be liable to each other, the Fund or any shareholder of the Fund for any error of judgment, mistake of law, or any loss arising out of any investment or other act or omission in the course of, connected with, or arising out of any services to be rendered under this Agreement, except that the Adviser, the Subadviser and any respective Related Party will be so liable by reason of conduct that constitutes willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement. The Subadviser will not be liable to the
Adviser, the Fund or any shareholder of the Fund for the actions or omissions of any third party service provider selected by the Adviser to whom the Adviser delegates authority to act on behalf of the Fund. The Adviser acknowledges that the Subadviser does not warrant that the investment performance of the Fund will match the performance of any index or other benchmark, such as any other account managed by Subadviser.
(b) Subadviser Indemnity to the Adviser. The Subadviser agrees to indemnify and defend the Adviser, the Adviser’s Related Parties, or any affiliate of the Adviser or such affiliate’s respective Related Parties, for any loss, liability, cost, damage, or expenses (including reasonable investigation and defense costs and reasonable attorneys fees and costs) arising out of any claim, demand, action, suit, or proceeding arising out of (i) the Subadviser’s conduct that constitutes willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement, or (ii) any actual or alleged material misstatement or omission in FDP Series, Inc.‘s registration statement with respect to the Fund, any proxy statement, or communication to current or prospective investors in the Fund arising from disclosure about the Subadviser or the Fund provided to the Adviser or the Fund by the Subadviser.
�� (c) The Adviser Indemnity to Subadviser. The Adviser agrees to indemnify and defend the Subadviser, the Subadviser’s Related Parties, or any affiliate of the Subadviser or such affiliate’s respective Related Parties, for any loss, liability, cost, damage, or expenses (including reasonable investigation and defense costs and reasonable attorneys fees and costs) arising out of any claim, demand, action, suit, or proceeding arising out of (i) the Adviser’s conduct that constitutes willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement, or (ii) any actual or alleged material misstatement or omission in FDP Series, Inc.‘s registration statement with respect to the Fund, any proxy statement, or other communication to current or prospective investors in the Fund (other than a misstatement or omission arising from disclosure about the Subadviser or the Fund provided to the Adviser or the Fund by the Subadviser).
(d) Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof;provided,however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement in writing or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.
18. Survival
All representations and warranties made by the Subadviser and the Adviser in this Agreement will survive for the duration of this Agreement and the parties to this Agreement will notify each other in writing immediately
upon becoming aware, but in no event later than five (5) days after becoming aware, that any of the foregoing representations and warranties are no longer true.
19. Limitation on Consultation
In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser will not consult with any other subadviser to the Fund or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Adviser serves as investment adviser concerning transactions for the Fund in securities or other assets, except to the extent necessary to ensure the Fund’srequired, compliance with the requirements of Rule 12d3-1(a)independence and (b) under the 1940 Act.
20. Governing Law
This Agreement will be governed by, construed under and interpreted and enforced in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.
21. Severability
If any provision of this Agreement will be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement will not be affected thereby.
22. Definitions
The terms “assignment,” “affiliated person,” and “interested person,” when used in this Agreement, will have the respective meanings specified in Section 2(a) of the 1940 Act. The term “majority of the outstanding shares” means the lesser of (a) sixty-seven percent (67%) or more of the shares present at a meeting if more than fifty percent (50%) of these shares are present or represented by proxy, or (b) more than fifty percent (50%) of the outstanding shares.
23. Counterparts
This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of such counterparts together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties to this Agreement have executed and delivered this Agreement as of the date first above written.
| | BLACKROCK ADVISORS, INC.
By: _________________________________
Name:
Title:
MARSICO CAPITAL MANAGEMENT, LLC
By: _________________________________
Name:
Title: |
SUBADVISORY AGREEMENT
ENTERED INTO BETWEEN
BLACKROCK ADVISORS, INC.
AND
MASSACHUSETTS FINANCIAL SERVICES COMPANY
This Subadvisory Agreement (the “Agreement”) is entered into as of ________, 2006, by and between BlackRock Advisors, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Adviser”), and Massachusetts Financial Services Company, a corporation duly organized and existing under the laws of the State of Delaware (the “Subadviser”).
WHEREAS, the Adviser and FDP Series, Inc., an open-end management investment company registered under the Investment Company Act of 1940 (the “1940 Act”) and organized as a corporation under the laws of the State of Maryland, have entered into an Investment Advisory and Management Agreement dated _________, 2006 (the “Investment Advisory Agreement”), a copy of which is attached as Exhibit A to this Agreement;
WHEREAS, pursuant to the Investment Advisory Agreement, the Adviser has agreed to provide investment management and advisory services to FDP Series, Inc. which consists of multiple series, including MFS Research International FDP Fund (the “Fund”);
WHEREAS, the Investment Advisory Agreement provides that the Adviser may engage duly organized subadvisers to furnish investment information, services and advice to assist the Adviser in carrying out its responsibilities under the Investment Advisory Agreement, provided that the Adviser obtains the consent and approval of the Board of Directors of FDP Series, Inc. (the “Board”), a majority of those directors who are not parties to the Investment Advisory Agreement, or “interested persons” of any party to the Investment Advisory Agreement, in accordance with theother applicable requirements of the 1940 Act, all other applicable laws, rules, regulations and otherwise complieslisting standards and the criteria, policies and principles set forth in this Charter and (ii) other factors that the Committee may deem relevant to the position, which may include, but will not be limited to, the following:
the contribution that the person can make to the Board, with consideration being given to the shareholder voting requirementsperson’s business and professional experience, education and such other factors as the Committee may consider relevant; the character and integrity of the 1940 Act;person; WHEREAS, whether the Board, includingperson is otherwise qualified under applicable laws and regulations to serve as a majority of those directors who are not parties to the Investment Advisory Agreement,Trustee or “interested persons” of any party to the Investment Advisory Agreement, has duly consented to and approved the engagementIndependent Trustee of the Subadviser to furnishFunds; whether or not the person has any relationships that might impair his or her independence, such as any business, charitable, financial or family relationships with Fund management, the Funds’ investment information, services and advice to assistadviser, manager or subadviser, any Fund service provider or any of their respective affiliates; whether or not the Adviser in carrying out its responsibilities under the Investment Advisory Agreement; and WHEREAS, the Adviser desires to retain the Subadviser to render investment advisory services to the Adviser and the Fund in the manner and on the terms set out in this Agreement, and the Subadviser desires to provideperson is “financially literate”, as such services.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set out in this Agreement, the Adviser and the Subadviser agree as follows:
1. Investment Description; Appointment
(a) Investment Description. The Fund will invest and reinvest its assets in accordance with the investment objective(s), policies and limitations specified in the prospectus and statement of additional information (the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) as part of the FDP Series, Inc.‘s Registration Statement on Form N-1A, as it may be periodically amended. The Adviser agrees to provide copies of all amendments and supplements to the current Prospectus, and copies of any procedures adoptedqualification is interpreted by the Board that are applicable toin its business judgment;
whether or not the Fund and any amendments to those procedures (the “Board Procedures”), to the Subadviser on an on-going basis. In addition, the Adviser will furnish the Subadviser with a copy of any financial statement or report prepared for the Fund with respect to the Fund by a registered independent public accounting firm, and with copies of any financial statements or reports made by the Fund to shareholders or to any state or federal regulatory agency. The Adviser also will inform the Subadviser of any material results of any audits or examinations by regulatory authorities pertaining directly to the Subadviser’s responsibilities for the Fund.
(b) Appointment of Subadviser. The Adviser hereby engages the services of the Subadviser in connection with the investment and reinvestment of the Fund’s assets. Pursuant to this Agreement and subject to the oversight and supervision by the Adviser and the Board, the Subadviser will manage the investment and reinvestment of the Fund’s assets. Subject to the terms and conditions of this Agreement, the Subadviser hereby accepts the engagement by the Adviser in the foregoing capacity and agrees, at the Subadviser’s own expense, to render the services set out in this Agreement and to provide the office space, furnishings, equipment, and personnel required by the Subadviser to perform these servicesperson serves on the termsboards of, or is otherwise affiliated with, competing financial service organizations or their related investment company complexes; and
whether or not the person is willing to serve, and willing and able to commit the time necessary for the compensation provided in this Agreement. Except as specified in this Agreement, the Subadviser agrees that it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of both the Fund and the Adviser. 2. Services as Subadviser
Subject to the supervision, direction and approval of the Adviser and the Board, the Subadviser will conduct a continual program of investment, evaluation, sale, and reinvestment of the Fund’s assets. The Subadviser is authorized, in its sole discretion and without prior consultation with the Adviser, to: (a) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the Fund; (b) make investment decisions for the Fund; (c) place purchase and sale orders for portfolio transactions on behalf of the Fund and manage otherwise uninvested cash assets of the Fund; (d) provide assistance to the Adviser with respect to the pricing of such Fund securities at such time and in such manner as the Adviser and Subadviser will mutually agree upon from time to time; (e) execute account documentation, agreements, contracts and other documents as may be requested by brokers, dealers, counterparties and other persons in connection with the Subadviser’s management of the assets of the Fund (in such respect, and only for this limited purpose, the Subadviser will act as the Adviser’s and the Fund’s agent and attorney-in-fact); and (f) employ professional portfolio managers and securities analysts who provide research services to the Fund. The Subadviser will in general take such action as is appropriate to effectively manage the Fund’s investment practices. In addition,
(i) The Subadviser will furnish the Adviser routinely with daily information concerning portfolio transactions and other reports as agreed upon from time to time concerning transactions and performance of the Fund, in such form and frequency as may be mutually agreed upon from timeduties of a Trustee.
In addition to time. The Subadviser agrees to review the Fund, discuss the managementall of the Fund with,above, the Committee will have such other duties, responsibilities and provide such access to its personnel and operationsauthorities as may be reasonably requested by the Adviser and/or the Board from time to time in connection with its provision of services to the Fund.may delegate. Appendix H (ii) The Subadviser will maintain and preserve the records specified in Section 15 of this Agreement and any other records related to the Fund’s transactions or its management Officers of the Fund as are required of a subadviser under any applicable state or federal securities law or regulation including: the 1940 Act, the Securities Exchange Act of 1934 (the “1934 Act”), and the Investment Advisers Act of 1940 (the “Advisers Act”). The Adviser and the Fund will maintain and preserve all other books and records for the Fund as required under such rules. Subject to the confidentiality provisions herein, the Subadviser will furnish to the Adviser all information relating to the Subadviser’s services under this Agreement reasonably requested by the Adviser within a reasonable period of time after the Adviser makes such request.Funds (iii) The Subadviser will comply with all applicable Board Proceduresofficers of each Fund, their ages and their principal occupations during the past five years (their titles may have varied during that period) are provided toshown in the Subadviser by the Adviser or the Fund.tables below. The Subadviser will notify the Adviser as soon as reasonably practicable upon detectionaddress of any material breach of such Board Procedures. The Adviser will provide the Subadviser as much notice aseach officer is reasonably practicable of any amendments or additions to the Board Procedures.BlackRock, Inc., 40 E. 52nd Street, New York, NY 10022. (iv) The Subadviser will maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with Officers receive no compensation from the requirements of Rule 17j-1 under the 1940 Act, a copy of which willFunds, although they may be provided to the Adviser and the Fund, including any amendments thereto, and will institute and enforce procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser will follow such Code of Ethics in performing its services under this Agreement. Further, the Subadviser represents that it has policies and procedures regarding the detection and preventionreimbursed for reasonable travel expenses for attending meetings of the misuse of material, nonpublicBoards.
information by the Subadviser and its employees as required by the Insider Trading and Securities Fraud Enforcement Act of 1988, a copy of which policies and procedures it will provide to the Adviser and the Fund upon any reasonable request. The Subadviser shall assure that all reporting required under the Securities Exchange Act of 1934, as amended, in connection with portfolio securities
Each officer is an “interested person” of the Fund, shall be made in a timely manner, and shall cooperate reasonably with the Adviser for purposes of filing any required reports with the Securities and Exchange Commission or such other regulator having appropriate jurisdiction. (v) The Subadviser will manage the investment and reinvestment of the assets of the Fund in a manner consistent with the Fund’s investment objectives and policiesFunds, as stated in the Prospectus. The Subadviser also will manage the investments of the Fund in a manner consistent with any and all applicable investment restrictions (including diversification requirements) containeddefined in the 1940 Act, and the rules and regulations under the Act, any SEC no-action letter or order applicable to the Fund, and any applicable state securities law or regulation. The Adviser will provide Subadviserby virtue of that individual’s position with copies of any such SEC no-action letter or order. The Adviser shall perform quarterly and annual tax compliance tests with respect to the Fund’s compliance with the diversification requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, (the “Code”), and promptly furnish reports of such tests to the Subadviser after each quarter end to ensure that the Fund is in compliance with the Code. The Subadviser shall take prompt action in response to any notification from the Adviser of any potential non-compliance with either the Adviser’s internal guidelines or the diversification requirements of the Code to ensure that the Fund complies with such Code diversification requirements.
The Subadviser agrees to perform its duties hereunder in complete compliance with the Fund’s policies and procedures adopted pursuant to Rule 38a-1 of the Investment Company Act of 1940, as amended, and the Subadviser’s duties and obligations under Rule 206(4)-7 of the Advisers Act, including providing the Chief Compliance Officer and/or board of directors of FDP Series, Inc. with such information, reports and certifications as they may reasonably request.
(vi) The Subadviser shall, in a prudent and diligent manner, vote proxies relating to the Fund’s portfolio securities in the best interests of the Fund and its shareholders in connection with any matters submitted to a vote of shareholders in compliance with Subadviser’s proxy voting policies and procedures. The Subadviser will provide the Adviser with a report of all proxy votes made on behalf of the Fund in a timely matter so as to permit the Adviser to timely comply with the reporting requirements under the 1940 Act. The Subadviser shall not be responsible for exercising any other applicable rights of security holders in corporate actions or otherwise.
3. Information and Reports
(a) The Subadviser will keep the Fund and the Adviser promptly informed of developments relating to its duties as subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Fund, including but not limited to any changes in the portfolio manager or managers assigned to the Fund’s account. In this regard, the Subadviser will provide the Fund, the Adviser, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. Additionally, prior to each Board meeting, as the Adviser shall reasonably request, the Subadviser will provide the Adviser and the Board with reports regarding the Subadviser’s management of the Fund during the most recently completed quarter, to include written certifications that the Subadviser’s management of the Fund is in compliance with the Fund’s investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the requirements of Subchapter M of the Code (subject to Section 2(iv) above), and otherwise in such form as may be mutually agreed upon by the Subadviser and the Adviser. The Subadviser also will certify quarterly to the Fund and the Adviser that it has adopted procedures reasonably necessary to prevent Access Persons from violating its Code of Ethics, and will report any material changes in its Code of Ethics. Annually, the Subadviser will furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Subadviser’s Code of Ethics and compliance program, respectively, to the Fund and the Adviser. The Subadviser also will notify and forward promptly to the Fund and the Adviser any communications or information it may receive with respect to claims against or involving the Fund or corporate actions relating to the Fund. It shall be the sole responsibility of the Fund, Adviser, or custodian (and not of the Subadviser) to process and file any claim forms relating to any litigation by or on behalf of the Fund.
(b) Each party to this Agreement agrees to provide promptly to the other party a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person of the Adviser or the Subadviser, as the case may be, specifically identifying those affiliated persons that are either (a) publicly traded companies; (b) broker-dealers or underwriters; or (c) investment advisers. Each of the Adviser and the Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any change that should be made to such list.
(c) The Subadviser also will provide the Adviser and/or the Board with any information reasonably requested regarding its management of the Fund required for any shareholder report, amended registration statement, or prospectus supplement to be filed by FDP Series, Inc. with the SEC or in connection with a meeting of the Board. The Subadviser will promptly inform the Fund and the Adviser if any information in the Prospectus or SAI relating to the SubadviserBlackRock or its duties and obligations under this agreement is (or will become) inaccurate or incomplete.
4. Standard of Care
The Subadviser will act in good faith and use reasonable care and in a manner consistent with applicable federal and state laws and regulations in rendering the services it agrees to provide under this Agreement.
5. Subadviser’s Duties Regarding Fund Transactions
(a) Placement of Orders. The Subadviser will take all actions that it considers necessary to implement the investment policies of the Fund, and, in particular, to place all orders for the purchase or sale of securities or other investments for the Fund with brokers or dealers the Subadviser, in its sole discretion, selects. To that end, the Subadviser is authorized as the Fund’s agent to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash for the Fund’s account. In connection with the selection of brokers or dealers and the placement of purchase and sale orders, the Subadviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set out in FDP Series, Inc.‘s current Prospectus, subject to provisions (b), (c) and (d) of this Section 5.
(b) Selection of Brokers and Dealers. Subject to the requirements of Section 28(e) of the 1934 Act, in the selection of brokers and dealers to execute portfolio transactions, the Subadviser may be permitted to consider not only the available prices and rates of brokerage commissions/spreads, but also other relevant factors, which could include, without limitation: the execution capabilities of the brokers and dealers; the research and other services provided by the brokers and dealers that the Subadviser believes will enhance its general portfolio management capabilities; the size of the transaction; the difficulty of execution; the operational facilities of these brokers and dealers; the risk to a broker or dealer of positioning a block of securities; and the overall quality of brokerage and research services provided by the brokers and dealers. In connection with the foregoing, the Subadviser may pay those brokers and dealers who provide brokerage and research services to the Subadviser a higher commission than that charged by other brokers and dealers if the Subadviser determines in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the broker or dealer in terms of either the particular transaction or in terms of the Subadviser’s overall responsibilities with respect to the Fund and to any other client accounts or portfolios that the Subadviser advises. The execution of such transactions pursuant to this section 5(b) would not be considered to represent an unlawful breach of any duty created by this Agreement or otherwise.
(c) Soft Dollar Arrangements. Pursuant to the authorization granted by the Fund to maintain “soft dollar” arrangements with respect to the Fund, the Subadviser will, on an ongoing basis, but not less often than annually, identify and provide a written description to the Board and the Adviser of all “soft dollar” arrangements that the Subadviser maintains with respect to the Fund or with brokers or dealers that execute transactions for the Fund, and of all research and other services provided to the Subadviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Fund transactions to the broker or dealer. Upon the Fund’s reasonable written request, the Subadviser will, to the extent reasonably
practicable, terminate within a reasonable time any “soft dollar” arrangements it has established with respect to the Fund.
(d) Aggregated Transactions. On occasions when the Subadviser deems the purchase or sale of a security or other financial instrument to be in the best interest of the Fund as well as other clients, the Subadviser is authorized, but not required, to aggregate purchase and sale orders for securities or other financial instruments held (or to be held) by the Fund with similar orders being made on the same day for other client accounts or portfolios that the Subadviser manages. When an order is so aggregated, the Subadviser may allocate the recommendations or transactions among all accounts and portfolios for which the recommendation is made or transaction is effected on a basis that the Subadviser reasonably considers equitable and consistent with its fiduciary obligations to the Fund and its other clients. The Subadviser, the Adviser and the Fund recognize that in some cases this procedure may adversely affect the size of the position obtainable for the Fund or the price obtained for the purchase or sale of securities by the Fund.
6.Compensation
For its services, the Adviser pays the Subadviser at the end of each calendar month a fee based upon the average daily value of the net assets of the Fund at the annual rate of 0.45% of the Fund’s average daily net assets, commencing on the day following effectiveness hereof. For purposes of this calculation, average daily net assets are determined by the Fund at the end of each month on the basis of the average net assets of the Fund for each day during the month.
The Subadviser will have no right to obtain compensation directly from the Fund for services provided under this Agreement and agrees to look solely to the Adviser for payment of fees due. The fee for the period from the Effective Date (defined below) of the Agreement to the end of the month during which the Effective Date occurs will be prorated according to the proportion that such period bears to the full monthly period. Upon any termination of this Agreement before the end of a month, the fee for such part of that month will be prorated according to the proportion that such period bears to the full monthly period and will be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Subadviser, the value of the Fund’s net assets will be computed at the times and in the manner specified in the Prospectus, and on days on which the net assets are not so determined, the net asset value computation to be used will be as determined on the immediately preceding day on which the net assets were determined.
7. Expenses
The Subadviser will bear all expenses (excluding expenses to be borne by the Fund asaffiliates described in the following sentence) in connection with the performance of its services under this Agreement. The Fund will bear certain other expenses to be incurred in its operation, including, but not limited to, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund’s directors who are not “interested persons” of the Fund; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses relatedtable below.
Information Pertaining to the registration and qualification of the Fund and the Fund’s shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Fund; (viii) all other expenses incidental to holding meetings of the Fund’s shareholders, including proxy solicitations therefor; (ix) insurance premiums for fidelity bond and other coverage; (x) investment management fees; (xi) expenses of typesetting for printing prospectuses and statements of additional information and supplements to these documents; (xii) expenses of printing and mailing prospectuses and supplements thereto; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party or in which the Fund has a claim and legal obligations that the Fund may have to indemnify the Fund’s directors, officers and/or employees or agents with respect to these actions, suits or proceedings.Officers 8. Services to Other Companies or Accounts
| | | | | | | Name and
Age | The Adviser understands that | Current Position(s) with Registrants | | Length of
Time Served* | | Principal Occupation(s) During Past 5 Years | Anne Ackerley Age: 45 | | Vice President of BATS, BlackRock FundsSM and BlackRock Funds II | | Since 2000 | | Managing Director of BlackRock, Inc. (since 2000); First Vice President and Chief Operating Officer (Mergers and Acquisition Group) at Merrill Lynch & Co., Inc. (1997-2000); First Vice President and Chief Operating Officer (Public Finance Group) at Merrill Lynch & Co., Inc. (1995-1997); First Vice President (Emerging Markets Fixed Income Research) at Merrill Lynch & Co., Inc. (before 1995). | | | | | Neal J. Andrews Age: 41 | | Chief Financial Officer of BlackRock Funds II and Assistant Treasurer of all other Registrants | | Since 2006 | | Managing Director of Administration and Operations Group, BlackRock, Inc. (since August 2006); Senior Vice President and Line of Business Head, Fund Accounting and Administration, PFPC Inc. (1992-2006). | | | | | Edward Baer Age: 38 | | Assistant Secretary of BATS, BlackRock FundsSM and BlackRock Funds II | | Since 2005 | | Managing Director and Senior Counsel, BlackRock, Inc. (since 2007); Director and Senior Counsel, BlackRock, Inc. (2004-2007); Associate, Willkie Farr & Gallagher LLP (law firm) (2000-2004); Associate, Morgan Lewis & Bockius LLP (law firm) (1995-2000). | | | | | Bartholomew Battista Age: 48 | | Chief Compliance Officer and Anti-Money Laundering Compliance Officer of BATS, BlackRock FundsSM and BlackRock Funds II | | Since 2004 | | Chief Compliance Officer and Anti-Money Laundering Compliance Officer of BlackRock, Inc. (since 2004); Managing Director (since 2003), and Director (1998-2002) of BlackRock, Inc.; Compliance Officer at Moore Capital Management (1995-1998). |
| | | | | | | Name and
Age | | Current Position(s) with Registrants | | Length of
Time Served* | | Principal Occupation(s) During Past 5 Years | Donald C. Burke Age: 47 | | President of BlackRock Funds II; Vice President and Treasurer of all other Registrants | | Since 1993 | | Managing Director of BlackRock, Inc. (since 2006); Managing Director of Merrill Lynch Investment Managers, L.P. (“MLIM”) and Fund Asset Management (“FAM”) (2006); First Vice President of MLIM and FAM (1997-2005) and Treasurer thereof (1999-2006); Vice President of MLIM and FAM (1990-1997). | | | | | Karen Clark Age: 42 | | Chief Compliance Officer of all Registrants except BlackRock FundsSM, BlackRock Funds II and BATS | | Since 2007 | | Managing Director of BlackRock, Inc. and Chief Compliance Officer of certain BlackRock-advised funds since 2007; Director of BlackRock, Inc. from 2005 to 2007; Principal and Senior Compliance Officer, State Street Global Advisors, from 2001 to 2005; Principal Consultant, PricewaterhouseCoopers, LLP from 1998 to 2001; and Branch Chief, Division of Investment Management and Office of Compliance Inspections and Examinations, U.S. Securities and Exchange Commission, from 1993 to 1998. | | | | | Robert C. Doll, Jr. Age: 52 | | President & Board Member of all Registrants except BlackRock FundsSM, BlackRock Funds II and BATS | | Since 2005 | | Vice Chairman and Director of BlackRock, Inc., Global Chief Investment Officer for Equities, Chairman of the SubadviserBlackRock Retail Operating Committee, and member of the BlackRock Executive Committee since 2006; President of the Funds advised by Merrill Lynch Investment Managers, L.P. (“MLIM”) and its affiliates now act, will continue(“MLIM/FAM-advised funds”) from 2005 to act2006 and may actChief Investment Officer thereof from 2001 to 2006; President of MLIM and Fund Asset Management, L.P. (“FAM”) from 2001 to 2006; Co-Head (Americas Region) thereof from 2000 to 2001 and Senior Vice President from 1999 to 2001; President and Director of Princeton Services, Inc. (“Princeton Services”) and President of Princeton Administrators, L.P. (“Princeton Administrators”) from 2001 to 2006; Chief Investment Officer of OppenheimerFunds, Inc. in the future as investment manager or adviser1999 and Executive Vice President thereof from 1991 to fiduciary and other managed accounts, and as an investment manager1999. |
or adviser to other investment companies, including any offshore entities or private accounts. The Adviser has no objection to the Subadviser and its affiliates so acting,provided, that, whenever the Fund and one or more other investment companies or accounts managed or advised by the Subadviser and its affiliates have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula reasonably believed to be equitable to each such company and account. The Adviser represents that the Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for the Fund and/or the price obtained for the purchase or sale of securities by the Fund. The Adviser represents that the Fund also understands that the persons employed by the Subadviser to assist in the performance of the Subadviser’s duties under this Agreement may not devote their full time to such service, and that nothing contained in this Agreement will be deemed to limit or restrict the right of the Subadviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. This Agreement will not in any way limit or restrict the Subadviser or any of its directors, officers, employees, or agents from buying, selling or trading any securities or other investment instruments for its or their own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by the Subadviser of its duties and obligations under this Agreement.
9. Affiliated Brokers
The Subadviser or any of its affiliates may act as broker in connection with the purchase or sale of securities or other investments for the Fund, subject to: (a) the requirement that the Subadviser seek to obtain best execution and price within the policy guidelines determined by the Board and set out in the Fund’s current prospectus; (b) the provisions of the 1940 Act and the Advisers Act; (c) the provisions of the 1934 Act, including, but not limited to, Section 11(a) thereof; and (d) other provisions of applicable law. These brokerage services are not within the scope of the duties of the Subadviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Subadviser or its affiliates may receive brokerage commissions, fees or other remuneration from the Fund for these services in addition to the Subadviser’s fees for services under this Agreement.
10. Custody
Nothing in this Agreement will require the Subadviser to take custody or receive physical possession or control of cash, securities, or other investments of the Fund.
11. Term of Agreement; Termination of Agreement; Amendment of AgreementName and
Age (a) Term. This Agreement will become effective on the date first above written (the “Effective Date”), and, unless terminated in accordance with its terms, will continue for an initial two-year term and thereafter so long as such continuance is specifically approved at least annually as required by the 1940 Act.
(b) Termination. This Agreement may be terminated, without penalty, (i) by the Board or by vote of holders of a majority of the outstanding shares of the Fund upon sixty (60) days’ written notice to the Adviser and Subadviser, (ii) by the Adviser upon 60 days’ written notice to the Fund and Subadviser, or (iii) by the Subadviser upon 60 days’ written notice to the Fund and the Adviser. This Agreement also will terminate automatically in the event of its assignment or in the event of the assignment or termination of the Investment Advisory Agreement.
(c) Amendment. This Agreement may be materially amended by the parties only if the amendment is specifically approved by: (i) a majority of those directors who are not parties to this Agreement or “interested persons” of any party cast in person at a meeting called for the purpose of voting on the Agreement’s approval; and (ii) if required by applicable law, the vote of a majority of outstanding shares of the Fund.
12. Representations and Covenants of the Adviser
The Adviser represents and covenants to the Subadviser as follows:
| (a) | | It is duly organized and validly existing under the laws of the State of DelawareCurrent Position(s) with the power to own and possess its assets and carry on its business as the business is now being conducted. |
| (b) | | The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary actions and by the Board of the Fund, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement does not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser. |
| (c) | | It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement. |
| (d) | | It has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met by the Adviser in order to perform the services contemplated by this Agreement. |
| (e) | | It (i) is registered with the SEC as an investment adviser under the Advisers Act, (ii) is registered and licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so licensed, and (iii) will promptly notify the Subadviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act. |
| (f) | | It acknowledges that it has received a copy of the Subadviser’s Form ADV at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Fund. |
| (g) | | The Fund is, or will be prior to commencing operations, registered as an open-end management investment company under the 1940 Act and the Fund’s shares are (or will be prior to commencing operations) registered under the Securities Act of 1933 and under any applicable state securities laws. |
| (h) | | It will carry out its responsibilities under this Agreement in compliance with federal and state law, including securities law, governing its activities; (ii) the Fund’s investment objective(s), policies, and restrictions, as set out in the Prospectus, as amended from time to time; and (iii) any policies or directives as the Board may from time to time establish or issue and communicate to the Subadviser in writing. The Fund will promptly notify the Adviser in writing of changes to (ii) or (iii) above, and upon receipt of such notice, the Adviser will promptly notify the Subadviser in writing of such changes to (ii) or (iii) above. |
13.Representations and Covenants of the SubadviserRegistrants
The Subadviser represents and covenants to the Adviser as follows:
| (a) | | It is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as this business is now being conducted. |
| (b) | | The execution, delivery and performance by the Subadviser of this Agreement are within the Subadviser’s powers and have been duly authorized by all necessary action on the part of its board of directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for the execution, delivery and performance of |
| this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement does not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Subadviser. |
| (c) | | It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement. |
| (d) | | It has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement. |
| (e) | | It (i) is registered with the SEC as an investment adviser under the Advisers Act, (ii) is registered or licensed as an investment adviser under the laws of jurisdictions in which its activities require it to be so registered or licensed, (iii) and will promptly notify the Fund of the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act. |
| (f) | | It has provided the Adviser with a copy of its Form ADV and will, promptly after making any material amendment to its Form ADV, furnish a copy of such amendments to the Adviser. The information contained in the Subadviser’s Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. |
| (g) | | It will carry out its responsibilities under this Agreement in compliance with federal and state law, including securities law, governing its activities; (ii) the Fund’s investment objective(s), policies, and restrictions, as set out in the Prospectus and SAI, as amended from time to time; and (iii) any policies or directives as the Board may from time to time establish or issue and communicate to the Subadviser in writing. The Fund or the Adviser will promptly notify the Subadviser in writing of changes to (ii) or (iii) above. |
| (h) | | It is not to the best of its knowledge the subject of any proceeding, investigation or inquiry brought by the SEC, the NASD (or any other self-regulatory organization) or any other federal or state regulator with respect to the types of services for which it is being appointed herein or which could have a material impact on its ability to fully perform any of the services to be rendered hereunder. |
14.Cooperation with Regulatory Authorities or Other Actions
The parties to this Agreement each agree to cooperate in a reasonable manner with each other in the event that any of them should become involved in a legal, administrative, judicial or regulatory action, claim, or suit as a result of performing its obligations under this Agreement.
15. Records
(a) Maintenance of Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Fund pursuant to the 1940 Act with respect to the Subadviser’s duties and obligations under this Agreement for the Fund (the “Fund’s Books and Records”). The Adviser acknowledges that the Subadviser is not the compliance agent for the Fund or for the Adviser, and is responsible for maintaining the Fund’s Books and Records only with respect to the Subadviser’s duties and obligations to the Fund under this Agreement.
(b) Ownership of Records. The Subadviser agrees that the Fund’s Books and Records are the Fund’s property and further agrees to surrender promptly to the Fund or the Adviser the Fund’s Books and Records upon the request of the Fund or the Adviser;provided,however, that the Subadviser may retain copies of the records at its own cost. The Fund’s Books and Records will be made available, within two (2) business days of a written request, to the Fund’s accountants or auditors during regular business hours at the Subadviser’s offices. The Fund, the Adviser or their respective authorized representatives will have the right to copy any records in the Subadviser’s possession that pertain to the Fund. These books, records, information, or reports will be made available to properly authorized government representatives consistent with state and federal law and/or regulations. In the event of the termination of this Agreement, the Fund’s Books and Records will be returned to the Fund or the Adviser. The Subadviser agrees that any policies and procedures it has established for managing the investment and reinvestment of the Fund’s assets, including, but not limited to, all policies and procedures designed to ensure compliance with federal and state regulations governing the adviser/client relationship and management of the investment and reinvestment of the Fund’s assets, will be made available for inspection by the Fund, the Adviser or their respective authorized representatives upon reasonable written request within not more than two (2) business days.
16. Confidentiality.
(a) Non-Disclosure by Subadviser. The Subadviser agrees that the Subadviser will not disclose or use any records or confidential information obtained pursuant to this Agreement in any manner whatsoever, except as authorized in this Agreement or specifically by the Adviser or the Fund, or if this disclosure or use is required by federal or state regulatory authorities or by a court.
(b) Non-Disclosure by Adviser. The Adviser agrees that the Adviser will not disclose or use any records or confidential information obtained pursuant to this Agreement or any other agreement between the Adviser and the Sub-adviser in any manner whatsoever, except as authorized in this Agreement or specifically by the Subadviser, or if this disclosure or use is required by federal or state regulatory authorities or by a court.
(c) Non-Disclosure Exceptions. Paragraphs (a) and (b) above shall not apply to information that (i) is already publicly available and (ii) was lawfully obtained other than pursuant to this Agreementprovided that neither party may use such information in marketing materials without the prior consent of the other party. In addition, the Subadviser may disclose the investment performance of the Fund;provided that the disclosure does not reveal the identity of the Adviser or the Fund. The Subadviser may also disclose that the Adviser and the Fund are the Subadviser’s clients,provided that the disclosure does not reveal the investment performance or the composition of the Fund.
17.Limitation of Liability; Indemnification
(a) Limitation of Liability. Except as provided in this Agreement and as may otherwise be provided by the 1940 Act or other federal securities laws, the Adviser and its respective officers, directors, employees, agents, representatives or persons controlled by them (collectively, the “Related Parties”) on the one hand, and the Subadviser and the Subadviser’s Related Parties on the other hand, will not be liable to each other, the Fund or any shareholder of the Fund for any error or judgment, mistake of law, or any loss arising out of any investment or other act or omission in the course of, connected with, or arising out of any services to be rendered under this Agreement, except that the Adviser, the Subadviser and any respective Related Party will be so liable by reason of conduct that constitutes willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement. The Subadviser will not be liable to the Adviser, the Fund or any shareholder of the Fund for the actions or omissions of any third party service provider selected by the Adviser to whom the Adviser delegates authority to act on behalf of the Fund.
(b) Subadviser Indemnity to the Adviser. The Subadviser agrees to indemnify and defend the Adviser, the Adviser’s Related Parties, or any affiliate of the Adviser or such affiliate’s respective Related Parties, for any loss, liability, cost, damage, or expenses (including reasonable investigation and defense costs and reasonable attorneys fees and costs) arising out of any claim, demand, action, suit, or proceeding arising out of (i) the Subadviser’s conduct that constitutes willful misfeasance, bad faith, or gross negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties under this Agreement, or (ii) any actual or alleged material misstatement or omission in FDP Series, Inc.‘s registration statement with respect to the Fund, any proxy statement, or communication to current or prospective investors in the Fund arising from disclosure about the Subadviser or the Fund provided to the Adviser or the Fund by the Subadviser.
(c) The Adviser Indemnity to Subadviser. The Adviser agrees to indemnify and defend the Subadviser, the Subadviser’s Related Parties, or any affiliate of the Subadviser or such affiliate’s respective Related Parties, for any loss, liability, cost, damage, or expenses (including reasonable investigation and defense costs and reasonable attorneys fees and costs) arising out of any claim, demand, action, suit, or proceeding arising out of (i) the Adviser’s conduct that constitutes willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement, or (ii) any actual or alleged material misstatement or omission in FDP Series, Inc.‘s registration statement with respect to the Fund, any proxy statement, or other communication to current or prospective investors in the Fund (other than a misstatement or omission arising from disclosure about the Subadviser or the Fund provided to the Adviser or the Fund by the Subadviser).
(d) Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof;provided,however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement in writing or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.
18. Survival
All representations and warranties made by the Subadviser and the Adviser in this Agreement will survive for the duration of this Agreement and the parties to this Agreement will notify each other in writing immediately upon becoming aware, but in no event later than five (5) days after becoming aware, that any of the foregoing representations and warranties are no longer true.
19. Limitation on Consultation
In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser will not consult with any other subadviser to the Fund or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Adviser serves as investment adviser concerning transactions for the Fund in securities or other assets.
20. Governing Law
This Agreement will be governed by, construed under and interpreted and enforced in accordance with the laws of the state of New York, without regard to principles of conflicts of laws.
21. Severability
If any provision of this Agreement will be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement will not be affected thereby.
22. Definitions
The terms “assignment,” “affiliated person,” and “interested person,” when used in this Agreement, will have the respective meanings specified in Section 2(a) of the 1940 Act. The term “majority of the outstanding shares” means the lesser of (a) sixty-seven percent (67%) or more of the shares present at a meeting if more than fifty percent (50%) of these shares are present or represented by proxy, or (b) more than fifty percent (50%) of the outstanding shares.
23. Counterparts
This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of such counterparts together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties to this Agreement have executed and delivered this Agreement as of the date first above written.
| | BLACKROCK ADVISORS, INC.Length of Time
By: ____________________________
Name:
Title:
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: ____________________________
Name:
Title: |
SUBADVISORY AGREEMENT
ENTERED INTO BETWEEN
BLACKROCK ADVISORS, INC.
AND
FRANKLIN ADVISERS, INC.Served*
This Subadvisory Agreement (the “Agreement”) is entered into as of ___________, 2006, by and between BlackRock Advisors, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Adviser”), and Franklin Advisers, Inc., a corporation duly organized and existing under the laws of the State of California (the “Subadviser”).
WHEREAS, the Adviser and FDP Series, Inc., an open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”) and organized as a corporation under the laws of the State of Maryland, have entered into an Investment Advisory and Management Agreement dated ___________, 2006 (the “Investment Advisory Agreement”), a copy of which is attached as Exhibit A to this Agreement;
WHEREAS, pursuant to the Investment Advisory Agreement, the Adviser has agreed to provide investment management and advisory services to FDP Series, Inc. which consists of multiple series, including Franklin Templeton Total Return FDP Fund (the “Fund”);
WHEREAS, the Investment Advisory Agreement provides that the Adviser may engage duly organized subadvisers to furnish investment information, services and advice to assist the Adviser in carrying out its responsibilities under the Investment Advisory Agreement, provided that the Adviser obtains the consent and approval of the Board of Directors of FDP Series, Inc. (the “Board”), a majority of those directors who are not parties to the Investment Advisory Agreement, or “interested persons” of any party to the Investment Advisory Agreement, in accordance with the requirements of the 1940 Act, and otherwise complies with the shareholder voting requirements of the 1940 Act;
WHEREAS, the Board, including a majority of those directors who are not parties to the Investment Advisory Agreement, or “interested persons” of any party to the Investment Advisory Agreement, has duly consented to and approved the engagement of the Subadviser to furnish investment information, services and advice to assist the Adviser in carrying out its responsibilities under the Investment Advisory Agreement; and
WHEREAS, the Adviser desires to retain the Subadviser to render investment advisory services to the Adviser and the Fund in the manner and on the terms set out in this Agreement, and the Subadviser desires to provide such services.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set out in this Agreement, the Adviser and the Subadviser agree as follows:
1. Investment Description; Appointment
(a) Investment Description. The Fund will invest and reinvest its assets in accordance with the investment objective(s), policies and limitations specified in the prospectus and statement of additional information (the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) as part of the FDP Series, Inc.‘s Registration Statement on Form N-lA, as it may be periodically amended. The Adviser agrees to provide copies of all amendments and supplements to the current Prospectus, and copies of any procedures adopted by the Board that are applicable to the Fund and any amendments to those procedures (the “Board Procedures”), to the Subadviser on an on-going basis. In addition, the Adviser will furnish the Subadviser with a copy of any financial statement or report prepared for the Fund with respect to the Fund by a registered independent public accounting firm, and with copies of any financial statements or reports made by the Fund to shareholders or to any state or federal regulatory agency. The Adviser also will inform the Subadviser of any material results of any audits or examinations by regulatory authorities pertaining to the Subadviser’s responsibilities for the Fund.
(b) Appointment of Subadviser. The Adviser hereby engages the services of the Subadviser in connection with the investment and reinvestment of the Fund’s assets. Pursuant to this Agreement and subject to the oversight and supervision by the Adviser and the Board, the Subadviser will manage the investment and reinvestment of the Fund’s assets. Subject to the terms and conditions of this Agreement, the Subadviser hereby accepts the engagement by the Adviser in the foregoing capacity and agrees, at the Subadviser’s own expense, to render the services set out in this Agreement and to provide the office space, furnishings, equipment, and personnel required by the Subadviser to perform these services on the terms and for the compensation provided in this Agreement. Except as specified in this Agreement, the Subadviser agrees that it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of both the Fund and the Adviser.
2. Services as Subadviser
Subject to the supervision, direction and approval of the Adviser and the Board, the Subadviser will conduct a continual program of investment, evaluation, sale, and reinvestment of the Fund’s assets. The Subadviser is authorized, in its sole discretion and without prior consultation with the Adviser, to: (a) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the Fund; (b) make investment decisions for the Fund; (c) place purchase and sale orders for portfolio transactions on behalf of the Fund and manage otherwise uninvested cash assets of the Fund; (d) provide reasonable assistance to the Adviser with respect to the pricing of such Fund securities at such time and in such manner as the Adviser and Subadviser will mutually agree upon from time to time; (e) execute account documentation, agreements, contracts and other documents as may be requested by brokers, dealers, counterparties and other persons in connection with the Subadviser’s management of the assets of the Fund (in such respect, and only for this limited purpose, the Subadviser will act as the Adviser’s and the Fund’s agent and attorney-in-fact); (f) take such actions as are necessary to exercise the Fund’s rights as a security holder in corporate actions; and (g) employ professional portfolio managers and securities analysts who provide research services to the Fund. The Subadviser will in general take such action as is appropriate to effectively manage the Fund’s investment practices. In addition,
(i) The Subadviser will furnish the Adviser routinely with daily information concerning portfolio transactions and other reports as agreed upon from time to time concerning transactions and performance of the Fund, in such form and frequency as may be mutually agreed upon from time to time. The Subadviser agrees to review the Fund, discuss the management of the Fund with, and provide such access to its personnel and operations as may be reasonably requested by the Adviser and/or the Board from time to time in connection with its provision of services to the Fund.
(ii) The Subadviser will maintain and preserve the records specified in Section 15 of this Agreement and any other records related to the Fund’s transactions or its management of the Fund as are required of a subadviser under any applicable state or federal securities law or regulation including: the 1940 Act, the Securities Exchange Act of 1934 (the “1934 Act”), and the Investment Advisers Act of 1940 (the “Advisers Act”). The Adviser and the Fund will maintain and preserve all other books and records for the Fund as required under such rules. Subject to the confidentiality provisions herein, the Subadviser will furnish to the Adviser all information relating to the Subadviser’s services under this Agreement reasonably requested by the Adviser within a reasonable period of time after the Adviser makes such request.
(iii) The Subadviser will comply with all applicable Board Procedures that are provided to the Subadviser by the Adviser or the Fund. The Subadviser will notify the Adviser as soon as reasonably practicable upon (a) detection of any material breach of such Board Procedures or (b) determination that a Board Procedure conflicts with a procedure adopted by the Subadviser. In the event of any such conflict, the Subadviser and the Adviser agree to use commercially reasonable efforts to resolve same. The Adviser will provide the Subadviser with reasonable notice of any amendments or additions to the Board Procedures.
(iv) The Subadviser will maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Adviser and the Fund, including any amendments thereto, and will institute and enforce procedures reasonably
necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser will follow such Code of Ethics in performing its services under this Agreement. Further, the Subadviser represents that it has policies and procedures regarding the detection and prevention of the misuse of material, nonpublic information by the Subadviser and its employees as required by the Insider Trading and Securities Fraud Enforcement Act of 1988, a copy of which policies and procedures it will provide to the Adviser and the Fund upon any reasonable request. The Subadviser shall assure that all reporting required of a subadviser under the Securities Exchange Act of 1934, as amended, in connection with portfolio securities of the Fund, shall be made in a timely manner.
(v) The Subadviser will manage the investment and reinvestment of the assets of the Fund in a manner consistent with the Fund’s investment objectives and policies as stated in the Prospectus. The Subadviser also will manage the investments of the Fund in a manner consistent with any and all applicable investment restrictions (including diversification requirements) contained in the 1940 Act and the rules and regulations under the Act, any SEC no-action letter or order applicable to the Fund that is provided to the Subadviser, and any applicable state securities law or regulation. The Adviser will provide Subadviser with copies of any such SEC no-action letter or order. In addition, the Subadviser will comply with the Adviser’s internal restrictions designed to ensure the Fund’s compliance with the diversification requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, (the “Code”) as provided to the Subadviser by the Adviser. The Adviser shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the Subadviser after each quarter end to ensure that the Fund is in compliance with the Code and the Subadviser shall take prompt action in response to any notification from the Adviser of any potential non-compliance with either the Adviser’s internal restrictions or the diversification requirements of the Code to ensure that the Fund complies with such Code diversification requirements.
Subject to Section 2(iii) above, the Subadviser agrees to perform its duties hereunder in compliance with the Board Procedures that are provided to the Subadviser by the Adviser, the 1940 Act, and the Subadviser’s duties and obligations under Rule 206(4)-7 of the Advisers Act, including providing the Chief Compliance Officer and/or board of directors of FDP Series, Inc. with such information, reports and certifications as they may reasonably request.
(vi) The Subadviser shall, in a prudent and diligent manner, vote proxies relating to the Fund’s portfolio securities in the best interests of the Fund and its shareholders in connection with any matters submitted to a vote of shareholders in compliance with Subadviser’s proxy voting policies and procedures. The Subadviser will provide the Adviser with a report of all proxy votes made on behalf of the Fund in a timely matter so as to permit the Adviser to timely comply with the reporting requirements under the 1940 Act. Except as set forth in section 2(f) above, the Subadviser shall not be responsible for exercising any other applicable rights of security holders.
3. Information and Reports
(a) The Subadviser will keep the Fund and the Adviser promptly informed of developments relating to its duties as subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Fund, including but not limited to any changes in the portfolio manager or managers assigned to the Fund’s account. In this regard, the Subadviser will provide the Fund, the Adviser, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. Additionally, prior to each Board meeting, as the Adviser shall reasonably request, the Subadviser will provide the Adviser and the Board with reports regarding the Subadviser’s management of the Fund during the most recently completed quarter, to include written certifications that the Subadviser’s management of the Fund is in compliance with the Fund’s investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act and, subject to Section 2 (v) above, will certify any action taken in response to any notifications received from the Adviser sent to ensure compliance with the diversification requirements of Subchapter M of the Code, and otherwise in such form as may be mutually agreed upon by the Subadviser and the Adviser. The Subadviser also will certify quarterly to the Fund and the Adviser that it has adopted procedures reasonably necessary to prevent Access Persons from violating its Code of Ethics, and will report any material changes in its Code of Ethics. Annually, the Subadviser will furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Subadviser’s Code of Ethics and
compliance program, respectively, to the Fund and the Adviser. It shall be the sole responsibility of the Fund, Adviser, or custodian (and not of the Subadviser) to process and file any claim forms relating to any litigation by or on behalf of the Fund.
(b) Attached hereto as Appendix A is a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person of the Adviser or the Subadviser, as applicable, that are (a) publicly traded companies; (b) broker-dealers or underwriters; or (c) investment advisers. Each of the Adviser and the Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any change that should be made to such list.
(c) The Subadviser also will provide the Adviser and/or the Board with any information reasonably requested regarding its management of the Fund required for any shareholder report, amended registration statement, or prospectus supplement to be filed by FDP Series, Inc. with the SEC or in connection with a meeting of the Board. The Subadviser will promptly inform the Fund and the Adviser if any information in the Prospectus or SAI relating to the Subadviser or its duties and obligations under this agreement is (or will become) inaccurate or incomplete.
4. Standard of Care
The Subadviser will act in good faith and use reasonable care and in a manner consistent with applicable federal and state laws and regulations in rendering the services it agrees to provide under this Agreement.
5. Subadviser’s Duties Regarding Fund Transactions
(a) Placement of Orders. The Subadviser will take all actions that it considers necessary to implement the investment policies of the Fund, and, in particular, to place all orders for the purchase or sale of securities or other investments for the Fund with brokers or dealers the Subadviser, in its sole discretion, selects. To that end, the Subadviser is authorized as the Fund’s agent to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash for the Fund’s account. In connection with the selection of brokers or dealers and the placement of purchase and sale orders, the Subadviser is directed at all times to seek to obtain best execution within the policy guidelines determined by the Board and set out in FDP Series, Inc.‘s current Prospectus, subject to provisions (b), (c) and (d) of this Section 5.
(b) Selection of Brokers and Dealers. Subject to the requirements of Section 28(e) of the 1934 Act, in the selection of brokers and dealers to execute portfolio transactions, the Subadviser may be permitted to consider not only the available prices and rates of brokerage commissions/spreads, but also other relevant factors, which could include, without limitation: the execution capabilities of the brokers and dealers; the research and other services provided by the brokers and dealers that the Subadviser believes will enhance its general portfolio management capabilities; the size of the transaction; the difficulty of execution; the operational facilities of these brokers and dealers; the risk to a broker or dealer of positioning a block of securities; and the overall quality of brokerage and research services provided by the brokers and dealers. In connection with the foregoing, the Subadviser may pay those brokers and dealers who provide brokerage and research services to the Subadviser a higher commission than that charged by other brokers and dealers if the Subadviser determines in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the broker or dealer in terms of either the particular transaction or in terms of the Subadviser’s overall responsibilities with respect to the Fund and to any other client accounts or portfolios that the Subadviser advises. The execution of such transactions pursuant to this section 5(b) would not be considered to represent an unlawful breach of any duty created by this Agreement or otherwise.
(c) Soft Dollar Arrangements. Pursuant to the authorization granted by the Fund to maintain “soft dollar” arrangements with respect to the Fund, the Subadviser will, on an ongoing basis, but not less often than annually, identify and provide a written description to the Board and the Adviser of all “soft dollar” arrangements that the Subadviser maintains with respect to the Fund or with brokers or dealers that execute transactions for the Fund, and of all research and other services provided to the Subadviser by a broker or dealer (whether prepared by
such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Fund transactions to the broker or dealer. Upon the Fund’s reasonable written request, the Subadviser will, to the extent reasonably practicable, terminate within a reasonable time any “soft dollar” arrangements it has established with respect to the Fund.
(d) Aggregated Transactions. On occasions when the Subadviser deems the purchase or sale of a security or other financial instrument to be in the best interest of the Fund as well as other clients, the Subadviser is authorized, but not required, to aggregate purchase and sale orders for securities or other financial instruments held (or to be held) by the Fund with similar orders being made on the same day for other client accounts or portfolios that the Subadviser manages. When an order is so aggregated, the Subadviser may allocate the recommendations or transactions among all accounts and portfolios for which the recommendation is made or transaction is effected on a basis that the Subadviser reasonably considers equitable and consistent with its fiduciary obligations to the Fund and its other clients. The Subadviser, the Adviser and the Fund recognize that in some cases this procedure may adversely affect the size of the position obtainable for the Fund or the price obtained for the purchase or sale of securities by the Fund.
6. Compensation
For its services, the Adviser pays the Subadviser at the end of each calendar month a fee based upon the average daily value of the net assets of the Fund at the annual rate of 0.25% of the Fund’s average daily net assets, commencing on the day following effectiveness hereof. For purposes of this calculation, average daily net assets are determined by the Fund at the end of each month on the basis of the average net assets of the Fund for each day during the month. The Subadviser will have no right to obtain compensation directly from the Fund for services provided under this Agreement and agrees to look solely to the Adviser for payment of fees due. The fee for the period from the Effective Date (defined below) of the Agreement to the end of the month during which the Effective Date occurs will be prorated according to the proportion that such period bears to the full monthly period. Upon any termination of this Agreement before the end of a month, the fee for such part of that month will be prorated according to the proportion that such period bears to the full monthly period and will be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Subadviser, the value of the Fund’s net assets will be computed at the times and in the manner specified in the Prospectus, and on days on which the net assets are not so determined, the net asset value computation to be used will be as determined on the immediately preceding day on which the net assets were determined.
7. Expenses
The Subadviser will bear all expenses (excluding expenses to be borne by the Fund as described in the following sentence) in connection with the performance of its services under this Agreement. The Fund will bear certain other expenses to be incurred in its operation, including, but not limited to, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund’s directors who are not “interested persons” of the Fund; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Fund’s shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Fund; (viii) all other expenses incidental to holding meetings of the Fund’s shareholders, including proxy solicitations therefor; (ix) insurance premiums for fidelity bond and other coverage; (x) investment management fees; (xi) expenses of typesetting for printing prospectuses and statements of additional information and supplements to these documents; (xii) expenses of printing and mailing prospectuses and supplements thereto; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party or in which the Fund has a claim and legal obligations that the Fund may have to indemnify the Fund’s directors, officers and/or employees or agents with respect to these actions, suits or proceedings.
8. Services to Other Companies or Accounts
The Adviser understands that the Subadviser and its affiliates now act, will continue to act and may act in the future as investment manager
or adviser to fiduciary and other managed accounts, and as an investment manager or adviser to other investment companies, including any offshore entities or private accounts. The Adviser has no objection to the Subadviser and its affiliates so acting,provided, that, whenever the Fund and one or more other investment companies or accounts managed or advised by the Subadviser and its affiliates have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula reasonably believed to be equitable to each such company and account. The Adviser represents that the Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for the Fund and/or the price obtained for the purchase or sale of securities by the Fund. The Adviser represents that the Fund also understands that the persons employed by the Subadviser to assist in the performance of the Subadviser’s duties under this Agreement may not devote their full time to such service, and that nothing contained in this Agreement will be deemed to limit or restrict the right of the Subadviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. This Agreement will not in any way limit or restrict the Subadviser or any of its directors, officers, employees, or agents from buying, selling or trading any securities or other investment instruments for its or their own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by the Subadviser of its duties and obligations under this Agreement.
9. Affiliated Brokers
The Subadviser or any of its affiliates may act as broker in connection with the purchase or sale of securities or other investments for the Fund, subject to: (a) the requirement that the Subadviser seek to obtain best execution within the policy guidelines determined by the Board and set out in the Fund’s current prospectus; (b) the provisions of the 1940 Act and the Advisers Act; (c) the provisions of the 1934 Act, including, but not limited to, Section 11(a) thereof; and (d) other provisions of applicable law. These brokerage services are not within the scope of the duties of the Subadviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Subadviser or its affiliates may receive brokerage commissions, fees or other remuneration from the Fund for these services in addition to the Subadviser’s fees for services under this Agreement.
10. Custody
Nothing in this Agreement will require the Subadviser to take custody or receive physical possession or control of cash, securities, or other investments of the Fund.
11. Term of Agreement; Termination of Agreement; Amendment of Agreement
(a) Term. This Agreement will become effective on the date first above written (the “Effective Date”), and, unless terminated in accordance with its terms, will continue for an initial two-year term and thereafter so long as such continuance is specifically approved at least annually as required by the 1940 Act.
(b) Termination. This Agreement may be terminated, without penalty, (i) by the Board or by vote of holders of a majority of the outstanding shares of the Fund upon sixty (60) days’ written notice to the Adviser and Subadviser, (ii) by the Adviser upon 60 days’ written notice to the Fund and Subadviser, or (iii) by the Subadviser upon 60 days’ written notice to the Fund and the Adviser. This Agreement also will terminate automatically in the event of its assignment or in the event of the assignment or termination of the Investment Advisory Agreement.
(c) Amendment. This Agreement may be amended by the parties only if the amendment is specifically approved by: (i) a majority of those directors who are not parties to this Agreement or “interested persons” of any party cast in person at a meeting called for the purpose of voting on the Agreement’s approval; and (ii) if required by applicable law, the vote of a majority of outstanding shares of the Fund.
12. Representations and Covenants of the Adviser
The Adviser represents and covenants to the Subadviser as follows:
| (a) | | It is duly organized and validly existing under the lawsPrincipal Occupation(s) During Past 5 Years | Jay Fife Age: 37 | | Assistant Treasurer of all Registrants | | Since 2005 | | Managing Director of BlackRock, Inc. (since 2007); Director of BlackRock, Inc. (2006); Assistant Treasurer of the StateMLIM/FAM-advised funds (2005-2006); Director of California with the power to own and possess its assets and carry on its business as the business is now being conducted.MLIM Fund Services Group (2001-2006). |
| (b) | | | Spencer Fleming Age: 38 | | The execution, deliveryAssistant Treasurer of all Registrants | | Since 2006 | | Director of BlackRock, Inc. (since 2007); Vice President of BlackRock Portfolio Compliance Group (since 2004); Associate in BlackRock Administrative Group (2001-2004); Assistant Vice President, Accounting Supervisor, Delaware Investments (1992-2001). | | | | | Brian P. Kindelan Age: 48 | | Secretary of BATS and performance by the AdviserBlackRock FundsSM and Assistant Secretary of this Agreement are within the Adviser’s powersBlackRock Funds II | | Since 1997 | | Managing Director and have been duly authorized bySenior Counsel (since January 2005), Director and Senior Counsel (2001-2004) and Vice President and Senior Counsel (1998-2000), BlackRock Advisors, Inc.; Senior Counsel, PNC Bank Corp. (May 1995-April 1998). | | | | | Robert Mahar Age: 62 | | Assistant Treasurer of all necessary actionsRegistrants | | Since 2006 | | Director, BlackRock, Inc. (since 2006); Director and by the BoardDivisional Compliance Officer for Equities (2002-2006), Director, Portfolio Administration (1999-2001) and Vice President (1996-1999), MLIM; Member of theInvestment Management Team for Merrill Lynch Pacific Fund, Merrill Lynch Growth Fund and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement does not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.Merrill Lynch Global Value Fund (1996-1999). |
| (c) | | | Denis R. Molleur Age: 49 | | It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement. |
| (d)Assistant Secretary of all Registrants except BlackRock FundsSM, BlackRock Funds II and BATS. | | It has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met by the Adviser in order to perform the services contemplated by this Agreement. |
| (e)Since 2006 | | It (i) is registered with the SEC as an investment adviser under the Advisers Act, (ii) is registeredManaging Director and licensed as an investment adviser under the lawsSenior Counsel of all jurisdictions in which its activities require it to be so licensed,BlackRock, Inc. (10/06-present); First Vice President and (iii) will promptly notify the SubadviserGeneral Counsel of the occurrenceMLIM (5/06-9/06); First Vice President and Senior Counsel of any event that would disqualify the Adviser from serving as an investment adviser to an investment company pursuant to Section 9(a)Merrill Lynch Investment Managers, L.P. (4/04-5/06); Vice President and Senior Counsel of the 1940 Act.OppenheimerFunds, Inc. (4/92-4/04). |
| (f) | | | | | | Name and
Age | | It acknowledges that it has received a copy of the Subadviser’s Form ADV at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Fund. |
| (g) | | The Fund is, or will be prior to commencing operations, registered as an open-end management investment company under the 1940 Act and the Fund’s shares are (or will be prior to commencing operations) registered under the Securities Act of 1933 and under any applicable state securities laws. |
| (h) | | It will carry out its responsibilities under this Agreement in complianceCurrent Position(s) with (i) federal and state law, including securities law, governing its activities; (ii) the Fund’s investment objective(s), policies, and restrictions, as set out in the Prospectus, as amended from time to time; and (iii) any policies or directives as the Board may from time to time establish or issue and communicate to the Subadviser in writing. The Fund will promptly notify the Adviser in writing of changes to (ii) or (iii) above, and upon receipt of such notice, the Adviser will promptly notify the Subadviser in writing of such changes to (ii) or (iii) above. |
13.Representations and Covenants of the SubadviserRegistrants
The Subadviser represents and covenants to the Adviser as follows:
| (a) | | It is duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as this business is now being conducted. |
| (b) | | The execution, delivery and performance by the Subadviser of this Agreement are within the Subadviser’s powers and have been duly authorized by all necessary action on the part of its board of directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of |
| this Agreement by the parties to this Agreement does not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Subadviser. |
| (c) | | It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement. |
| (d) | | It has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement. |
| (e) | | It (i) is registered with the SEC as an investment adviser under the Advisers Act, (ii) is registered or licensed as an investment adviser under the laws of jurisdictions in which its activities require it to be so registered or licensed, and (iii) will promptly notify the Fund of the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act. |
| (f) | | It has provided the Adviser with a copy of its Form ADV and will, promptly after making any material amendment to Part II of its Form ADV, furnish a copy of such amendments to the Adviser. The information contained in the Subadviser’s Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. |
| (g) | | It will carry out its responsibilities under this Agreement in compliance with federal and state law, including securities law, governing its activities; (ii) the Fund’s investment objective(s), policies, and restrictions, as set out in the Prospectus and SAI, as amended from time to time; and (iii) any policies or directives as the Board may from time to time establish or issue and communicate to the Subadviser in writing. The Fund or the Adviser will promptly notify the Subadviser in writing of changes to (ii) or (iii) above. |
| (h) | | It is not to the best of its knowledge the subject of any proceeding, investigation or inquiry brought by the SEC, the NASD (or any other self-regulatory organization) or any other federal or state regulator with respect to the types of services for which it is being appointed herein or which could have a material impact on its ability to fully perform any of the services to be rendered hereunder. |
14.Cooperation with Regulatory Authorities or Other Actions
The parties to this Agreement each agree to cooperate in a reasonable manner with each other in the event that any of them should become involved in a legal, administrative, judicial or regulatory action, claim, or suit as a result of performing its obligations under this Agreement.
15. Records
(a) Maintenance of Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Fund pursuant to the 1940 Act with respect to the Subadviser’s duties and obligations under this Agreement for the Fund (the “Fund’s Books and Records”). The Adviser acknowledges that the Subadviser is not the compliance agent for the Fund or for the Adviser, and is responsible for maintaining the Fund’s Books and Records only with respect to the Subadviser’s duties and obligations to the Fund under this Agreement.
(b) Ownership of Records. The Subadviser agrees that the Fund’s Books and Records are the Fund’s property and, except as provided below with respect to shared books and records, further agrees to surrender promptly to the Fund or the Adviser the Fund’s Books and Records upon the request of the Fund or the Adviser;provided,however, that the Subadviser may retain copies of the records at its own cost. The Fund and the Adviser agree that to the extent the Fund’s Books and Records are also the Subadviser’s books and records, such shared Books and Records are the property of both the Fund and the Subadviser, and the Subadviser will provide promptly to the Fund or the Adviser complete copies of such shared Books and Records upon the request of the Fund or the Adviser. The Fund’s Books and Records will be made available, within two (2) business days of a written request, to the Fund’s accountants or auditors during regular business hours at the Subadviser’s offices. The Fund, the Adviser or their respective authorized representatives will have the right to copy any records in the Subadviser’s possession that pertain to the Fund. These books, records, information, or reports will be made available to properly authorized government representatives consistent with state and federal law and/or regulations. In the event of the termination of this Agreement, the Fund’s Books and Records will be returned to the Fund or the Adviser,provided that any such Books and Records are not also the Subadviser’s Books and Records (in which latter case the Subadviser will provide the Fund or Adviser with complete copies of such shared Books and Records). The Subadviser agrees that any policies and procedures it has established for managing the investment and reinvestment of the Fund’s assets, including, but not limited to, all policies and procedures designed to ensure compliance with federal and state regulations governing the adviser/client relationship and management of the investment and reinvestment of the Fund’s assets, will be made available for inspection by the Fund, the Adviser or their respective authorized representatives upon reasonable written request within not more than two (2) business days.
16. Confidentiality.
(a) Non-Disclosure by Subadviser. The Subadviser agrees that the Subadviser will not disclose or use any records or confidential information obtained pursuant to this Agreement in any manner whatsoever, except as authorized in this Agreement or specifically by the Adviser or the Fund, or if this disclosure or use is required by federal or state regulatory authorities or by a court, or is required in connection with the performance by the Subadviser of its duties and obligations to the Fund under this Agreement.
(b) Non-Disclosure by Adviser. The Adviser agrees that the Adviser will not disclose or use any records or confidential information obtained pursuant to this Agreement or any other agreement between the Adviser and the Sub-adviser in any manner whatsoever, except as authorized in this Agreement or specifically by the Subadviser, or if this disclosure or use is required by federal or state regulatory authorities or by a court.
(c) Non-Disclosure Exceptions. Paragraphs (a) and (b) above shall not apply to information that (i) is already publicly available and (ii) was lawfully obtained other than pursuant to this Agreementprovided that neither party may use such information in marketing materials without the prior consent of the other party. In addition, the Subadviser may disclose the investment performance of the Fund; provided that the disclosure does not reveal the identity of the Adviser or the Fund. The Subadviser may also disclose that the Adviser and the Fund are the Subadviser’s clients,provided that the disclosure does not reveal the investment performance or the composition of the Fund.
17. Limitation of Liability; Indemnification
(a) Limitation of Liability. Except as provided in this Agreement and as may otherwise be provided by the 1940 Act or other federal securities laws, the Adviser and its respective officers, directors, employees, agents, representatives or persons controlled by them (collectively, the “Related Parties”) on the one hand, and the Subadviser and the Subadviser’s Related Parties on the other hand, will not be liable to each other, the Fund or any shareholder of the Fund for any error or judgment, mistake of law, or any loss arising out of any investment or other act or omission in the course of, connected with, or arising out of any services to be rendered under this Agreement, except that the Adviser, the Subadviser and any respective Related Party will be so liable by reason of conduct that constitutes willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement. The Subadviser will not be liable to the
Adviser, the Fund or any shareholder of the Fund for the actions or omissions of any third party service provider selected by the Adviser to whom the Adviser delegates authority to act on behalf of the Fund.
(b) Subadviser Indemnity to the Adviser. The Subadviser agrees to indemnify and defend the Adviser, the Adviser’s Related Parties, or any affiliate of the Adviser or such affiliate’s respective Related Parties, for any loss, liability, cost, damage, or expenses (including reasonable investigation and defense costs and reasonable attorneys fees and costs) arising out of any claim, demand, action, suit, or proceeding arising out of (i) the Subadviser’s conduct that constitutes willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement, or (ii) any actual or alleged material misstatement or omission in FDP Series, Inc.‘s registration statement with respect to the Fund, any proxy statement, or communication to current or prospective investors in the Fund arising from disclosure about the Subadviser or the Fund provided to the Adviser or the Fund by the Subadviser.
(c) The Adviser Indemnity to Subadviser. The Adviser agrees to indemnify and defend the Subadviser, the Subadviser’s Related Parties, or any affiliate of the Subadviser or such affiliate’s respective Related Parties, for any loss, liability, cost, damage, or expenses (including reasonable investigation and defense costs and reasonable attorneys fees and costs) arising out of any claim, demand, action, suit, or proceeding arising out of (i) the Adviser’s conduct that constitutes willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement, or (ii) any actual or alleged material misstatement or omission in FDP Series, Inc.‘s registration statement with respect to the Fund, any proxy statement, or other communication to current or prospective investors in the Fund (other than a misstatement or omission arising from disclosure about the Subadviser or the Fund provided to the Adviser or the Fund by the Subadviser).
(d) Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof;provided,however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement in writing or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.
18. Survival
All representations and warranties made by the Subadviser and the Adviser in this Agreement will survive for the duration of this Agreement and the parties to this Agreement will notify each other in writing immediately upon becoming aware, but in no event later than five (5) days after becoming aware, that any of the foregoing representations and warranties are no longer true.
19. Limitation on Consultation
In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser will not consult with any other subadviser to the Fund or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Adviser serves as investment adviser concerning transactions for the Fund in securities or other assets, except to the extent necessary to ensure the Fund’s compliance with the requirements of Rule 12d3-1(a) and (b) under the 1940 Act.
20. Governing Law
This Agreement will be governed by, construed under and interpreted and enforced in accordance with the laws of the state of New York, without regard to principles of conflicts of laws.
21. Severability
If any provision of this Agreement will be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement will not be affected thereby.
22. Definitions
The terms “assignment,” “affiliated person,” and “interested person,” when used in this Agreement, will have the respective meanings specified in Section 2(a) of the 1940 Act. The term “majority of the outstanding shares” means the lesser of (a) sixty-seven percent (67%) or more of the shares present at a meeting if more than fifty percent (50%) of these shares are present or represented by proxy, or (b) more than fifty percent (50%) of the outstanding shares.
23. Counterparts
This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of such counterparts together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties to this Agreement have executed and delivered this Agreement as of the date first above written.
| | BLACKROCK ADVISORS, INC.Length of Time
By: ___________________________
Name:
Title:
FRANKLIN ADVISERS, INC.
By: ___________________________
Name:
Title: |
SUBADVISORY AGREEMENT
ENTERED INTO BETWEEN
BLACKROCK ADVISORS, INC.
AND
VAN KAMPEN ASSET MANAGEMENTServed*
This Subadvisory Agreement (the “Agreement”) is entered into as of __________, 2006, by and between BlackRock Advisors, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Adviser”), and Van Kampen Asset Management, a corporation duly organized and existing under the laws of the State of Delaware (the “Subadviser”).
WHEREAS, the Adviser and FDP Series, Inc., an open-end management investment company registered under the Investment Company Act of 1940 (the “1940 Act”) and organized as a corporation under the laws of the State of Maryland, have entered into an Investment Advisory and Management Agreement dated __________, 2006 (the “Investment Advisory Agreement”), a copy of which is attached as Exhibit A to this Agreement;
WHEREAS, pursuant to the Investment Advisory Agreement, the Adviser has agreed to provide investment management and advisory services to FDP Series, Inc. which consists of multiple series, including Van Kampen Value FDP Fund (the “Fund”);
WHEREAS, the Investment Advisory Agreement provides that the Adviser may engage duly organized subadvisers to furnish investment information, services and advice to assist the Adviser in carrying out its responsibilities under the Investment Advisory Agreement, provided that the Adviser obtains the consent and approval of the Board of Directors of FDP Series, Inc. (the “Board”), a majority of those directors who are not parties to the Investment Advisory Agreement, or “interested persons” of any party to the Investment Advisory Agreement, in accordance with the requirements of the 1940 Act, and otherwise complies with the shareholder voting requirements of the 1940 Act;
WHEREAS, the Board, including a majority of those directors who are not parties to the Investment Advisory Agreement, or “interested persons” of any party to the Investment Advisory Agreement, has duly consented to and approved the engagement of the Subadviser to furnish investment information, services and advice to assist the Adviser in carrying out its responsibilities under the Investment Advisory Agreement; and
WHEREAS, the Adviser desires to retain the Subadviser to render investment advisory services to the Adviser and the Fund in the manner and on the terms set out in this Agreement, and the Subadviser desires to provide such services.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set out in this Agreement, the Adviser and the Subadviser agree as follows:
1. Investment Description; Appointment
(a) Investment Description. The Fund will invest and reinvest its assets in accordance with the investment objective(s), policies and limitations specified in the prospectus and statement of additional information (the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) as part of the FDP Series, Inc.‘s Registration Statement on Form N-1A, as it may be periodically amended. The Adviser agrees to provide copies of all amendments and supplements to the current Prospectus, and copies of any procedures adopted by the Board that are applicable to the Fund and any amendments to those procedures (the “Board Procedures”), to the Subadviser on an on-going basis. In addition, the Adviser will furnish the Subadviser with a copy of any financial statement or report prepared for the Fund with respect to the Fund by a registered independent public accounting firm, and with copies of any financial statements or reports made by the Fund to shareholders or to any state or federal regulatory agency. The Adviser also will inform the Subadviser of any material results of any audits or examinations by regulatory authorities pertaining directly to the Subadviser’s responsibilities for the Fund.
(b) Appointment of Subadviser. The Adviser hereby engages the services of the Subadviser in connection with the investment and reinvestment of the Fund’s assets. Pursuant to this Agreement and subject to the oversight and supervision by the Adviser and the Board, the Subadviser will manage the investment and reinvestment of the Fund’s assets. Subject to the terms and conditions of this Agreement, the Subadviser hereby accepts the engagement by the Adviser in the foregoing capacity and agrees, at the Subadviser’s own expense, to render the services set out in this Agreement and to provide the office space, furnishings, equipment, and personnel required by the Subadviser to perform these services on the terms and for the compensation provided in this Agreement. Except as specified in this Agreement, the Subadviser agrees that it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of both the Fund and the Adviser.
2. Services as Subadviser
Subject to the supervision, direction and approval of the Adviser and the Board, the Subadviser will conduct a continual program of investment, evaluation, sale, and reinvestment of the Fund’s assets. The Subadviser is authorized, in its sole discretion and without prior consultation with the Adviser, to: (a) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the Fund; (b) make investment decisions for the Fund; (c) place purchase and sale orders for portfolio transactions on behalf of the Fund and manage otherwise uninvested cash assets of the Fund; (d) provide reasonable assistance to the Adviser with respect to the pricing of Fund securities at such time and in such manner as the Adviser and Subadviser will mutually agree upon from time to time; (e) execute account documentation, agreements, contracts and other documents as may be requested by brokers, dealers, counterparties and other persons in connection with the Subadviser’s management of the assets of the Fund (in such respect, and only for this limited purpose, the Subadviser will act as the Adviser’s and the Fund’s agent and attorney-in-fact); and (f) employ professional portfolio managers and securities analysts who provide research services to the Fund. The Subadviser will in general take such action as is appropriate to effectively manage the Fund’s investment practices. In addition,
(i) The Subadviser will furnish the Adviser routinely with daily information concerning portfolio transactions and other reports as agreed upon from time to time concerning transactions and performance of the Fund, in such form and frequency as may be mutually agreed upon from time to time. The Subadviser agrees to review the Fund, discuss the management of the Fund with, and provide such access to its personnel and operations as may be reasonably requested by the Adviser and/or the Board from time to time in connection with its provision of services to the Fund.
(ii) The Subadviser will maintain and preserve the records specified in Section 15 of this Agreement and any other records related to the Fund’s transactions or its management of the Fund as are required of a subadviser under any applicable state or federal securities law or regulation including: the 1940 Act, the Securities Exchange Act of 1934 (the “1934 Act”), and the Investment Advisers Act of 1940 (the “Advisers Act”). The Adviser and the Fund will maintain and preserve all other books and records for the Fund as required under such rules. Subject to the confidentiality provisions herein, the Subadviser will furnish to the Adviser all information relating to the Subadviser’s services under this Agreement reasonably requested by the Adviser within a reasonable period of time after the Adviser makes such request.
(iii) The Subadviser will comply with all applicable Board Procedures that are provided to the Subadviser by the Adviser or the Fund. The Subadviser will notify the Adviser as soon as reasonably practicable upon detection of any material breach of such Board Procedures. The Adviser will provide the Subadviser as much notice as is reasonably practicable of any amendments or additions to the Board Procedures.
(iv) The Subadviser will maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Adviser and the Fund, including any amendments thereto, and will institute and enforce procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser will follow such Code of Ethics in performing its services under this Agreement. Further, the Subadviser represents that it has policies and procedures regarding the detection and prevention of the misuse of material, nonpublic
information by the Subadviser and its employees as required by the Insider Trading and Securities Fraud Enforcement Act of 1988, a copy of which policies and procedures it will provide to the Adviser and the Fund upon any reasonable request. The Subadviser shall assure that all reporting required of a subadviser under the Securities Exchange Act of 1934, as amended, in connection with portfolio securities of the Fund, shall be made in a timely manner.
(v) The Subadviser will manage the investment and reinvestment of the assets of the Fund in a manner consistent with the Fund’s investment objectives and policies as stated in the Prospectus. The Subadviser also will manage the investments of the Fund in a manner consistent with any and all applicable investment restrictions (including diversification requirements) contained in the 1940 Act and the rules and regulations under the Act, any SEC no-action letter or order applicable to the Fund, and any applicable state securities law or regulation. The Adviser will provide Subadviser with copies of any such SEC no-action letter or order. The Adviser shall perform quarterly and annual tax compliance tests with respect to the Fund’s compliance with the diversification requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, (the “Code”), and promptly furnish reports of such tests to the Subadviser after each quarter end to ensure that the Fund is in compliance with the Code. The Subadviser shall take prompt action in response to any notification from the Adviser of any potential non-compliance with either the Adviser’s internal guidelines or the diversification requirements of the Code to ensure that the Fund complies with such Code diversification requirements.
The Subadviser agrees to perform its duties hereunder in complete compliance with the Fund’s policies and procedures adopted pursuant to Rule 38a-1 of the Investment Company Act of 1940, as amended, and the Subadviser’s duties and obligations under Rule 206(4)-7 of the Advisers Act, including providing the Chief Compliance Officer and/or board of directors of FDP Series, Inc. with such information, reports and certifications as they may reasonably request.
(vi) The Subadviser shall, in a prudent and diligent manner, vote proxies relating to the Fund’s portfolio securities in the best interests of the Fund and its shareholders in connection with any matters submitted to a vote of shareholders in compliance with Subadviser’s proxy voting policies and procedures. The Subadviser will provide the Adviser with a report of all proxy votes made on behalf of the Fund in a timely matter so as to permit the Adviser to timely comply with the reporting requirements under the 1940 Act. The Subadviser shall not be responsible for exercising any other applicable rights of security holders in corporate actions or otherwise.
3.Information and Reports
(a) The Subadviser will keep the Fund and the Adviser promptly informed of developments relating to its duties as subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Fund, including but not limited to any changes in the portfolio manager or managers assigned to the Fund’s account. In this regard, the Subadviser will provide the Fund, the Adviser, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. Additionally, prior to each Board meeting, as the Adviser shall reasonably request, the Subadviser will provide the Adviser and the Board with reports regarding the Subadviser’s management of the Fund during the most recently completed quarter, to include written certifications that the Subadviser’s management of the Fund is in compliance with the Fund’s investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the requirements of Subchapter M of the Code (subject to Section 2(v) above), and otherwise in such form as may be mutually agreed upon by the Subadviser and the Adviser. The Subadviser also will certify quarterly to the Fund and the Adviser that it has adopted procedures reasonably necessary to prevent Access Persons from violating its Code of Ethics, and will report any material changes in its Code of Ethics. Annually, the Subadviser will furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Subadviser’s Code of Ethics and compliance program, respectively, to the Fund and the Adviser. The Subadviser also will notify and forward promptly to the Fund and the Adviser any communications or information it may receive with respect to claims against or involving the Fund or corporate actions relating to the Fund. It shall be the sole responsibility of the Fund, Adviser, or custodian (and not of the Subadviser) to process and file any claim forms relating to any litigation by or on behalf of the Fund.
(b) Each party to this Agreement agrees to provide promptly to the other party a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person of the Adviser or the Subadviser, as the case may be, specifically identifying those affiliated persons that are either (a) publicly traded companies; (b) broker-dealers or underwriters; or (c) investment advisers. Each of the Adviser and the Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any change that should be made to such list.
(c) The Subadviser also will provide the Adviser and/or the Board with any information reasonably requested regarding its management of the Fund required for any shareholder report, amended registration statement, or prospectus supplement to be filed by FDP Series, Inc. with the SEC or in connection with a meeting of the Board. The Subadviser will promptly inform the Fund and the Adviser if any information in the Prospectus or SAI relating to the Subadviser or its duties and obligations under this agreement is (or will become) inaccurate or incomplete.
4. Standard of Care
The Subadviser will act in good faith and use reasonable care and in a manner consistent with applicable federal and state laws and regulations in rendering the services it agrees to provide under this Agreement.
5. Subadviser’s Duties Regarding Fund Transactions
(a) Placement of Orders. The Subadviser will take all actions that it considers necessary to implement the investment policies of the Fund, and, in particular, to place all orders for the purchase or sale of securities or other investments for the Fund with brokers or dealers the Subadviser, in its sole discretion, selects. To that end, the Subadviser is authorized as the Fund’s agent to give instructions to the Fund’s custodian as to deliveries of securities or other investments and payments of cash for the Fund’s account. In connection with the selection of brokers or dealers and the placement of purchase and sale orders, the Subadviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set out in FDP Series, Inc.‘s current Prospectus, subject to provisions (b), (c) and (d) of this Section 5.
(b) Selection of Brokers and Dealers. Subject to the requirements of Section 28(e) of the 1934 Act, in the selection of brokers and dealers to execute portfolio transactions, the Subadviser may be permitted to consider not only the available prices and rates of brokerage commissions/spreads, but also other relevant factors, which could include, without limitation: the execution capabilities of the brokers and dealers; the research and other services provided by the brokers and dealers that the Subadviser believes will enhance its general portfolio management capabilities; the size of the transaction; the difficulty of execution; the operational facilities of these brokers and dealers; the risk to a broker or dealer of positioning a block of securities; and the overall quality of brokerage and research services provided by the brokers and dealers. In connection with the foregoing, the Subadviser may pay those brokers and dealers who provide brokerage and research services to the Subadviser a higher commission than that charged by other brokers and dealers if the Subadviser determines in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the broker or dealer in terms of either the particular transaction or in terms of the Subadviser’s overall responsibilities with respect to the Fund and to any other client accounts or portfolios that the Subadviser advises. The execution of such transactions pursuant to this section 5(b) would not be considered to represent an unlawful breach of any duty created by this Agreement or otherwise.
(c) Soft Dollar Arrangements. Pursuant to the authorization granted by the Fund to maintain “soft dollar” arrangements with respect to the Fund, the Subadviser will, on an ongoing basis, but not less often than annually, identify and provide a written description to the Board and the Adviser of all “soft dollar” arrangements that the Subadviser maintains with respect to the Fund or with brokers or dealers that execute transactions for the Fund, and of all research and other services provided to the Subadviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Fund transactions to the broker or dealer. Upon the Fund’s reasonable written request, the Subadviser will, to the extent reasonably
practicable, terminate within a reasonable time any “soft dollar” arrangements it has established with respect to the Fund.
(d) Aggregated Transactions. On occasions when the Subadviser deems the purchase or sale of a security or other financial instrument to be in the best interest of the Fund as well as other clients, the Subadviser is authorized, but not required, to aggregate purchase and sale orders for securities or other financial instruments held (or to be held) by the Fund with similar orders being made on the same day for other client accounts or portfolios that the Subadviser manages. When an order is so aggregated, the Subadviser may allocate the recommendations or transactions among all accounts and portfolios for which the recommendation is made or transaction is effected on a basis that the Subadviser reasonably considers equitable and consistent with its fiduciary obligations to the Fund and its other clients. The Subadviser, the Adviser and the Fund recognize that in some cases this procedure may adversely affect the size of the position obtainable for the Fund or the price obtained for the purchase or sale of securities by the Fund.
6.Compensation
For its services, the Adviser pays the Subadviser at the end of each calendar month a fee based upon the average daily value of the net assets of the Fund at the annual rate of 0.35% of the Fund’s average daily net assets, commencing on the day following effectiveness hereof. For purposes of this calculation, average daily net assets are determined by the Fund at the end of each month on the basis of the average net assets of the Fund for each day during the month. The Subadviser will have no right to obtain compensation directly from the Fund for services provided under this Agreement and agrees to look solely to the Adviser for payment of fees due. The fee for the period from the Effective Date (defined below) of the Agreement to the end of the month during which the Effective Date occurs will be prorated according to the proportion that such period bears to the full monthly period. Upon any termination of this Agreement before the end of a month, the fee for such part of that month will be prorated according to the proportion that such period bears to the full monthly period and will be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Subadviser, the value of the Fund’s net assets will be computed at the times and in the manner specified in the Prospectus, and on days on which the net assets are not so determined, the net asset value computation to be used will be as determined on the immediately preceding day on which the net assets were determined.
7. Expenses
The Subadviser will bear all expenses (excluding expenses to be borne by the Fund as described in the following sentence) in connection with the performance of its services under this Agreement. The Fund will bear certain other expenses to be incurred in its operation, including, but not limited to, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund’s directors who are not “interested persons” of the Fund; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Fund’s shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Fund; (viii) all other expenses incidental to holding meetings of the Fund’s shareholders, including proxy solicitations therefor; (ix) insurance premiums for fidelity bond and other coverage; (x) investment management fees; (xi) expenses of typesetting for printing prospectuses and statements of additional information and supplements to these documents; (xii) expenses of printing and mailing prospectuses and supplements thereto; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party or in which the Fund has a claim and legal obligations that the Fund may have to indemnify the Fund’s directors, officers and/or employees or agents with respect to these actions, suits or proceedings.
8. Services to Other Companies or Accounts
The Adviser understands that the Subadviser and its affiliates now act, will continue to act and may act in the future as investment manager or adviser to fiduciary and other managed accounts, and as an investment manager or adviser to other investment companies, including any offshore entities or private accounts. The Adviser has no objection to the Subadviser and its affiliates so acting,provided, that, whenever the Fund and one or more other
investment companies or accounts managed or advised by the Subadviser and its affiliates have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula reasonably believed to be equitable to each such company and account. The Adviser represents that the Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for the Fund and/or the price obtained for the purchase or sale of securities by the Fund. The Adviser represents that the Fund also understands that the persons employed by the Subadviser to assist in the performance of the Subadviser’s duties under this Agreement may not devote their full time to such service, and that nothing contained in this Agreement will be deemed to limit or restrict the right of the Subadviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. This Agreement will not in any way limit or restrict the Subadviser or any of its directors, officers, employees, or agents from buying, selling or trading any securities or other investment instruments for its or their own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by the Subadviser of its duties and obligations under this Agreement.
9. Affiliated Brokers
The Subadviser or any of its affiliates may act as broker in connection with the purchase or sale of securities or other investments for the Fund, subject to: (a) the requirement that the Subadviser seek to obtain best execution and price within the policy guidelines determined by the Board and set out in the Fund’s current prospectus; (b) the provisions of the 1940 Act and the Advisers Act; (c) the provisions of the 1934 Act, including, but not limited to, Section 11(a) thereof; and (d) other provisions of applicable law. These brokerage services are not within the scope of the duties of the Subadviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Subadviser or its affiliates may receive brokerage commissions, fees or other remuneration from the Fund for these services in addition to the Subadviser’s fees for services under this Agreement.
10. Custody
Nothing in this Agreement will require the Subadviser to take custody or receive physical possession or control of cash, securities, or other investments of the Fund.
11. Term of Agreement; Termination of Agreement; Amendment of Agreement
(a) Term. This Agreement will become effective on the date first above written (the “Effective Date”), and, unless terminated in accordance with its terms, will continue for an initial two-year term and thereafter so long as such continuance is specifically approved at least annually as required by the 1940 Act.
(b) Termination. This Agreement may be terminated, without penalty, (i) by the Board or by vote of holders of a majority of the outstanding shares of the Fund upon sixty (60) days’ written notice to the Adviser and Subadviser, (ii) by the Adviser upon 60 days’ written notice to the Fund and Subadviser, or (iii) by the Subadviser upon 60 days’ written notice to the Fund and the Adviser. This Agreement also will terminate automatically in the event of its assignment or in the event of the assignment or termination of the Investment Advisory Agreement.
(c) Amendment. This Agreement may be materially amended by the parties only if the amendment is specifically approved by: (i) a majority of those directors who are not parties to this Agreement or “interested persons” of any party cast in person at a meeting called for the purpose of voting on the Agreement’s approval; and (ii) if required by applicable law, the vote of a majority of outstanding shares of the Fund.
12. Representations and Covenants of the Adviser
The Adviser represents and covenants to the Subadviser as follows:
| (a) | | It is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as the business is now being conducted.Principal Occupation(s) During Past 5 Years |
| (b) | | The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary actions and by the Board of the Fund, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement does not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser. |
| (c) | | It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement. |
| (d) | | It has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met by the Adviser in order to perform the services contemplated by this Agreement. |
| (e) | | It (i) is registered with the SEC as an investment adviser under the Advisers Act, (ii) is registered and licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so licensed, and (iii) will promptly notify the Subadviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act. |
| (f) | | It acknowledges that it has received a copy of the Subadviser’s Form ADV at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Fund. |
| (g) | | The Fund is, or will be prior to commencing operations, registered as an open-end management investment company under the 1940 Act and the Fund’s shares are (or will be prior to commencing operations) registered under the Securities Act of 1933 and under any applicable state securities laws. |
| (h) | | It will carry out its responsibilities under this Agreement in compliance with (i) federal and state law, including securities law, governing its activities; (ii) the Fund’s investment objective(s), policies, and restrictions, as set out in the Prospectus, as amended from time to time; and (iii) any policies or directives as the Board may from time to time establish or issue and communicate to the Subadviser in writing. The Fund will promptly notify the Adviser in writing of changes to (ii) or (iii) above, and upon receipt of such notice, the Adviser will promptly notify the Subadviser in writing of such changes to (ii) or (iii) above. |
13. Representations and Covenants of the Subadviser
Alice A. Pellegrino Age: 47 The Subadviser represents and covenants to the Adviser as follows:
| (a) | | It is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as this business is now being conducted. |
| (b) | | The execution, delivery and performance by the Subadviser of this Agreement are within the Subadviser’s powers and have been duly authorized by all necessary action on the part of its board of directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement does not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Subadviser’s governing instruments, |
| or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Subadviser. |
| (c) | | It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement. |
| (d) | | It has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement. |
| (e) | | It (i) is registered with the SEC as an investment adviser under the Advisers Act, (ii) is registered or licensed as an investment adviser under the laws of jurisdictions in which its activities require it to be so registered or licensed, and (iii) will promptly notify the Fund of the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act. |
| (f) | | It has provided the Adviser with a copy of its Form ADV and will, promptly after making any material amendment to its Form ADV, furnish a copy of such amendments to the Adviser. The information contained in the Subadviser’s Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. |
| (g) | | It will carry out its responsibilities under this Agreement in compliance with (i) federal and state law, including securities law, governing its activities; (ii) the Fund’s investment objective(s), policies, and restrictions, as set out in the Prospectus and SAI, as amended from time to time; and (iii) any policies or directives as the Board may from time to time establish or issue and communicate to the Subadviser in writing. The Fund or the Adviser will promptly notify the Subadviser in writing of changes to (ii) or (iii) above. |
| (h) | | It is not to the best of its knowledge the subject of any proceeding, investigation or inquiry brought by the SEC, the NASD (or any other self-regulatory organization) or any other federal or state regulator with respect to the types of services for which it is being appointed herein or which could have a material impact on its ability to fully perform any of the services to be rendered hereunder. |
14. Cooperation with Regulatory Authorities or Other Actions
The parties to this Agreement each agree to cooperate in a reasonable manner with each other in the event that any of them should become involved in a legal, administrative, judicial or regulatory action, claim, or suit as a result of performing its obligations under this Agreement.
15. Records
(a) Maintenance of Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Fund pursuant to the 1940 Act with respect to the Subadviser’s duties and obligations under this Agreement for the Fund (the “Fund’s Books and Records”). The Adviser acknowledges that the Subadviser is not the compliance agent for the Fund or for the Adviser, and is responsible for maintaining the Fund’s Books and Records only with respect to the Subadviser’s duties and obligations to the Fund under this Agreement.
(b) Ownership of Records. The Subadviser agrees that the Fund’s Books and Records are the Fund’s property and further agrees to surrender promptly to the Fund or the Adviser the Fund’s Books and Records upon
the request of the Fund or the Adviser; provided, however, that the Subadviser may retain copies of the records at its own cost. The Fund’s Books and Records will be made available, within two (2) business days of a written request, to the Fund’s accountants or auditors during regular business hours at the Subadviser’s offices. The Fund, the Adviser or their respective authorized representatives will have the right to copy any records in the Subadviser’s possession that pertain to the Fund. These books, records, information, or reports will be made available to properly authorized government representatives consistent with state and federal law and/or regulations. In the event of the termination of this Agreement, the Fund’s Books and Records will be returned to the Fund or the Adviser. The Subadviser agrees that any policies and procedures it has established for managing the investment and reinvestment of the Fund’s assets, including, but not limited to, all policies and procedures designed to ensure compliance with federal and state regulations governing the adviser/client relationship and management of the investment and reinvestment of the Fund’s assets, will be made available for inspection by the Fund, the Adviser or their respective authorized representatives upon reasonable written request within not more than two (2) business days.16.Confidentiality
(a) Non-Disclosure by Subadviser. The Subadviser agrees that the Subadviser will not disclose or use any records or confidential information obtained pursuant to this Agreement in any manner whatsoever, except as authorized in this Agreement or specifically by the Adviser or the Fund, or if this disclosure or use is required by federal or state regulatory authorities or by a court.
(b) Non-Disclosure by Adviser. The Adviser agrees that the Adviser will not disclose or use any records or confidential information obtained pursuant to this Agreement or any other agreement between the Adviser and the Sub-adviser in any manner whatsoever, except as authorized in this Agreement or specifically by the Subadviser, or if this disclosure or use is required by federal or state regulatory authorities or by a court.
(c) Non-Disclosure Exceptions. Paragraphs (a) and (b) above shall not apply to information that (i) is already publicly available and (ii) was lawfully obtained other than pursuant to this Agreementprovided that neither party may use such information in marketing materials without the prior consent of the other party. In addition, the Subadviser may disclose the investment performance of the Fund;provided that the disclosure does not reveal the identity of the Adviser or the Fund. The Subadviser may also disclose that the Adviser and the Fund are the Subadviser’s clients,provided that the disclosure does not reveal the investment performance or the composition of the Fund.
17. Limitation of Liability; Indemnification
(a) Limitation of Liability. Except as provided in this Agreement and as may otherwise be provided by the 1940 Act or other federal securities laws, the Adviser and its respective officers, directors, employees, agents, representatives or persons controlled by them (collectively, the “Related Parties”) on the one hand, and the Subadviser and the Subadviser’s Related Parties on the other hand, will not be liable to each other, the Fund or any shareholder of the Fund for any error or judgment, mistake of law, or any loss arising out of any investment or other act or omission in the course of; connected with, or arising out of any services to be rendered under this Agreement, except that the Adviser, the Subadviser and any respective Related Party will be so liable by reason of conduct that constitutes willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement. The Subadviser will not be liable to the Adviser, the Fund or any shareholder of the Fund for the actions or omissions of any third party service provider selected by the Adviser to whom the Adviser delegates authority to act on behalf of the Fund.
(b) Subadviser Indemnity to the Adviser. The Subadviser agrees to indemnify and defend the Adviser, the Adviser’s Related Parties, or any affiliate of the Adviser or such affiliate’s respective Related Parties, for any loss, liability, cost, damage, or expenses (including reasonable investigation and defense costs and reasonable attorneys fees and costs) arising out of any claim, demand, action, suit, or proceeding arising out of (i) the Subadviser’s conduct that constitutes willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement, or (ii) any actual or alleged material misstatement or omission in FDP Series, Inc.‘s registration statement with respect to the Fund, any
proxy statement, or communication to current or prospective investors in the Fund arising from disclosure about the Subadviser or the Fund provided to the Adviser or the Fund by the Subadviser.
(c) The Adviser Indemnity to Subadviser. The Adviser agrees to indemnify and defend the Subadviser, the Subadviser’s Related Parties, or any affiliate of the Subadviser or such affiliate’s respective Related Parties, for any loss, liability, cost, damage, or expenses (including reasonable investigation and defense costs and reasonable attorneys fees and costs) arising out of any claim, demand, action, suit, or proceeding arising out of (i) the Adviser’s conduct that constitutes willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement, or (ii) any actual or alleged material misstatement or omission in FDP Series, Inc.‘s registration statement with respect to the Fund, any proxy statement, or other communication to current or prospective investors in the Fund (other than a misstatement or omission arising from disclosure about the Subadviser or the Fund provided to the Adviser or the Fund by the Subadviser).
(d) Indemnification Procedures. Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof;provided,however, that the omission to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement in writing or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party will be liable to the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.
18. Survival
All representations and warranties made by the Subadviser and the Adviser in this Agreement will survive for the duration of this Agreement and the parties to this Agreement will notify each other in writing immediately upon becoming aware, but in no event later than five (5) days after becoming aware, that any of the foregoing representations and warranties are no longer true.
19. Limitation on Consultation
In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser will not consult with any other subadviser to the Fund or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Adviser serves as investment adviser concerning transactions for the Fund in securities or other assets, except to the extent necessary to ensure the Fund’s compliance with the requirements of Rule 12d3-1(a) and (b) under the 1940 Act.
20. Governing Law
This Agreement will be governed by, construed under and interpreted and enforced in accordance with the laws of the state of New York, without regard to principles of conflicts of laws.
21. Severability
If any provision of this Agreement will be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement will not be affected thereby.
22. Definitions
The terms “assignment,” “affiliated person,” and “interested person,” when used in this Agreement, will have the respective meanings specified in Section 2(a) of the 1940 Act. The term “majority of the outstanding shares” means the lesser of (a) sixty-seven percent (67%) or more of the shares present at a meeting if more than fifty percent (50%) of these shares are present or represented by proxy, or (b) more than fifty percent (50%) of the outstanding shares.
23. Counterparts
This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of such counterparts together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties to this Agreement have executed and delivered this Agreement as of the date first above written.
| | BLACKROCK ADVISORS, INC.
By: __________________________
Name:
Title:
VAN KAMPEN ASSET MANAGEMENT
By: __________________________
Name:
Title:Secretary of all Registrants except BlackRock FundsSM, BlackRock Funds II and BATS |
| | E-44Since 2004 | | Director of BlackRock, Inc. (since 2006); Director (Legal Advisory) of MLIM (2002 to 2006); Vice President of MLIM (1999 to 2002); Attorney associated with MLIM (1997-1999); Secretary of MLIM, FAM, FAM Distributors, Inc. and Princeton Services (2004-2006). |
Appendix F
Form of Contingent Subadvisory Agreements
SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT dated [ ], 2006, between [Name of MLIM Entity], a Delaware limited partnership (the "Advisor"), and BlackRock Advisors, Inc., a Delaware corporation (the “Sub-Advisor”).
WHEREAS, the Advisor has agreed to furnish investment advisory services to the [ ] [a series of _______________] [for open-end series funds], a [Maryland corporation] [Massachusetts business trust] [Delaware statutory trust] (the “Fund”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Advisor wishes to retain the Sub-Advisor to provide it with certain sub-advisory services as described below in connection with Advisor’s advisory activities on behalf of the Fund;
WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Advisor is willing to furnish such services upon the terms and conditions herein set forth; and
WHEREAS, Merrill Lynch & Co., Inc., the parent company of the Advisor, and BlackRock, Inc., have entered into an agreement on a transaction (the “Transaction”) to combine Merrill Lynch Investment Managers, L.P. and certain affiliates with BlackRock, Inc. to form a new asset management company;
NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:
1. Appointment. The Advisor hereby appoints the Sub-Advisor to act as sub-advisor with respect to the Fund and the Sub-Advisor accepts such appointment and agrees to render the services herein set forth for the compensation herein provided.
2. Services of the Sub-Advisor. Subject to the succeeding provisions of this section, the oversight and supervision of the Advisor and the direction and control of the Fund’s Board of [Trustees][Directors], the Sub-Advisor will perform certain of the day-to-day operations of the Fund, which may include one or more of the following services, at the request of the Advisor: (a) acting as investment advisor for and managing the investment and reinvestment of those assets of the Fund as the Advisor may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Fund; (b) arranging, subject to the provisions of paragraph 3 hereof, for the purchase and sale of securities and other assets of the Fund; (c) providing investment research and credit analysis concerning the Fund’s investments, (d) assist the Advisor in determining what portion of the Fund’s assets will be invested in cash, cash equivalents and money market instruments, (e) placing orders for all purchases and sales of such investments made for the Fund, and (f) maintaining the books and records as are required to support Fund investment operations. At the request of the Advisor, the Sub-Advisor will also, subject to the oversight and supervision of the Advisor and the direction and control of the Fund’s Board of [Trustees][Directors], provide to the Advisor or the Fund any of the facilities and equipment and perform any of the services described in the investment advisory agreement between the Advisor and the Fund (the “Advisory Agreement”). In addition, the Sub-Advisor will keep the Fund and the Advisor informed of developments materially affecting the Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information the Sub-Advisor believes appropriate for this purpose. The Sub-Advisor will periodically communicate to the Advisor, at such times as the Advisor may direct, information concerning the purchase and sale of securities for the Fund, including: (a) the name of the issuer, (b) the amount of the purchase or sale, (c) the name of the broker or dealer, if any, through which the purchase or sale is effected, (d) the CUSIP number of the instrument, if any, and (e) such other information as the Advisor may reasonably require for purposes of fulfilling its
| | | | Howard Surloff Age: 41 | | F-1Secretary of BlackRock Funds II and Assistant Secretary of all other Registrants | |
obligations to the Fund under the Advisory Agreement. The Sub-Advisor will provide the services rendered by it under this Agreement in accordance with the Fund’s investment objectives, policies and restrictions (as currently in effect and as they may be amended or supplemented from time to time) as stated in the Fund’s Prospectus and Statement of Additional Information and the resolutions of the Fund’s Board of [Trustees][Directors].
3. Covenants. (a) In the performance of its duties under this Agreement, the Sub-Advisor shall at all times conform to, and act in accordance with, any requirements imposed by: (i) the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and all applicable Rules and Regulations of the Securities and Exchange Commission (the “SEC”); (ii) any other applicable provision of law; (iii) the provisions of the Agreement and [Declaration of Trust][Charter] and By-Laws of the Fund, as such documents are amended from time to time; (iv) the investment objectives and policies of the Fund as set forth in its Registration Statement on Form N-1A; and (v) any policies and determinations of the Board of the [Trustees][Directors] of the Fund and
(b) In addition, the Sub-Advisor will:
(i) place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Advisor will attempt to obtain the best price and the most favorable execution of its orders. In placing orders, the Sub-Advisor will consider the experience and skill of the firm’s securities traders as well as the firm’s financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Advisor may select brokers on the basis of the research, statistical and pricing services they provide to the Fund and other clients of the Advisor or the Sub-Advisor. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Advisor hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Advisor determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Advisor and the Sub-Advisor to the Fund’s and their other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long-term. Subject to the foregoing and the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Advisor may select brokers and dealers with which it or the Fund is affiliated;
(ii) maintain books and records with respect to the Fund’s securities transactions and will render to the Advisor and the Fund’s Board of [Trustees][Directors] such periodic and special reports as they may request;
(iii) maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. When the Sub-Advisor makes investment recommendations for the Fund, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Fund’s account are customers of the commercial department of its affiliates; and
(iv) treat confidentially and as proprietary information of the Fund all records and other information relative to the Fund, and the Fund’s prior, current or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Advisor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund.
4. Services Not Exclusive. Nothing in this Agreement shall prevent the Sub-Advisor or any officer, employee or other affiliate thereof from acting as investment advisor for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Advisor or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Advisor will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.
| Since 2006 | | F-2General Counsel of U.S. Funds at BlackRock, Inc. (since June 2006); General Counsel (U.S.), Goldman Sachs Asset Management (1993-2006). | | | | |
5. Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Advisor hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. The Sub-Advisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act (to the extent such books and records are not maintained by the Advisor).
6. Expenses. During the term of this Agreement, the Sub-Advisor will bear all costs and expenses of its employees and any overhead incurred by the Sub-Advisor in connection with its duties hereunder; provided that the Board of [Trustees][Directors] of the Fund may approve reimbursement to the Sub-Advisor of the pro-rata portion of the salaries, bonuses, health insurance, retirement benefits and all similar employment costs for the time spent on Fund operations (including, without limitation, compliance matters) (other than the provision of investment advice and administrative services required to be provided hereunder) of all personnel employed by the Sub-Advisor who devote substantial time to the Fund operations or the operations of other investment companies advised or sub-advised by the Sub-Advisor.
7. Compensation.
(a) The Advisor agrees to pay to the Sub-Advisor and the Sub-Advisor agrees to accept as full compensation for all services rendered by the Sub-Advisor as such, a monthly fee in arrears at an annual rate equal to 50% of the monthly advisory fees received by the Advisor. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.
(b) For purposes of this Agreement, the Net Assets of the Fund shall be calculated pursuant to the procedures adopted by resolutions of the [Trustees][Directors] of the Fund for calculating the value of the Fund’s assets or delegating such calculations to third parties.
8. Indemnity.
(a) The Fund hereby agrees to indemnify the Sub-Advisor and each of the Sub-Advisor’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Advisor’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an “Indemnitee”) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee’s action was in the best interest of the Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as “disabling conduct”), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee’s action was in the best interest of the Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of [Trustees][Directors] of the Fund.
(b) The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that such Indemnitee is entitled to such indemnification and if the [Trustees][Directors] of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Indemnitee shall provide a security for such Indemnitee-undertaking, (B) the Fund shall be insured against losses arising by reason of any unlawful advance, or (C) a majority of a quorum consisting of [Trustees][Directors] of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 1940 Act) nor parties to the proceeding (“Disinterested Non-Party [Trustees][Directors]”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification.
Vincent Tritto Age: 45 (c) All determinations with respect to indemnification hereunder shall be made (1) by a final decision on the merits by a court or other body before whom the proceeding was brought that such Indemnitee is not liable by reason of disabling conduct, or (2) in the absence of such a decision, by (i) a majority vote of a quorum of the Disinterested Non-Party [Trustees][Directors] of the Fund, or (ii) if such a quorum is not obtainable or even, if obtainable, if a majority vote of such quorum so directs, independent legal counsel in a written opinion. All determinations that advance payments in connection with the expense of defending any proceeding shall be authorized shall be made in accordance with the immediately preceding clause (2) above.
The rights accruing to any Indemnitee under these provisions shall not exclude any other right to which such Indemnitee may be lawfully entitled.
9. Limitation on Liability.
(a) The Sub-Advisor will not be liable for any error of judgment or mistake of law or for any loss suffered by the Advisor or by the Fund in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement.
(b) [Notwithstanding anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that, as provided in [Section ___ of Article __ of the Declaration of Trust], this Agreement is executed by the Trustees and/or officers of the Fund, not individually but as such Trustees and/or officers of the Fund, and the obligations hereunder are not binding upon any of the Trustees or Shareholders individually but bind only the estate of the Fund.] [Massachusetts business trusts]
10. Duration and Termination. This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Fund as provided herein, shall continue in effect until the earlier of the closing of the Transaction or a period of two years after the date hereof. After the initial two year period, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) a majority of the Fund’s Board of [Trustees] [Directors] or a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote and (b) the vote of a majority of the [Trustees] [Directors], who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Fund or the Advisor at any time, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Fund or the Advisor shall be directed or approved by the vote of a majority of the [Trustees][Directors] of the Fund in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the Fund and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Fund and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)
11. Notices. Any notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is mailed first class postage prepaid.
12. Amendment of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of the Board of [Trustees][Directors] of the Fund, including a majority of those [Trustees][Directors] who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval and, where required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund.
13. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.
14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of New York, or any of the provisions, conflict with the applicable provisions of the 1940 Act, the latter shall control.
15. Counterparts. This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized officers designated below as of the day and year first above written.
| | [NAME OF MLIM ENTITY]
By: _______________________________
Name:
Title:
BLACKROCK ADVISORS, INC.
By: _______________________________
Name:
Title:Assistant Secretary of BATS, BlackRock Funds |
Agreed and Accepted:
[NAME OF FUND]
By: _______________________________
Name:
Title:
Appendix GSM and BlackRock Funds II
Investment Advisory Agreements and FDP Subadvisory Agreements –Dates, Approvals and Fees
Investment Advisory Agreements
Fund
| Date of Current
Investment Advisory
Agreement*
| Date Last
Approved by
Directors/Trustees
| Current Advisory
Fee (as a
percentage of
average daily
net assets (%))
| Current
Administration
Fee (as a
percentage of
average daily
net assets (%))
| New Advisory
Fee (as a
percentage of
average daily
net assets (%))
| | Master Basic Value | 10/6/2000 | 11/16/2005 | Footnote B | — | Footnote B | | ML Basic Value | 2/28/2005 | 11/16/2005 | — | Footnote B | —- | | Mercury Basic Value | 10/13/2000 | 11/16/2005 | — | 0.25 | —- | | Master Value Opportunities | 9/1/2000 | 8/16/2005 | Footnote S | — | Footnote S | | ML Value Opportunities | 2/28/2005 | 8/16/2005 | — | 0.25 | — | | ML Strategy Growth and Income | 5/12/2000 | 5/16/2005 | 0.15 | 0.35 | 0.15 | | ML Strategy Long-Term Growth | 5/12/2000 | 5/16/2005 | 0.15 | 0.35 | 0.15 | | ML Strategy All-Equity | 5/12/2000 | 5/16/2005 | 0.15 | 0.35 | 0.15 | | ML Balanced Capital | 7/25/2003 | 2/3/2005 | Footnote A | — | Footnote A | | ML Disciplined Equity | 6/18/1999 | 11/16/2005 | 0.65 | — | 0.65 | | ML Global Growth | 9/9/1997 | 2/3/2005 | Footnote T | — | Footnote T | | ML Natural Resources | 6/10/1985 | 2/3/2005 | 0.60 | — | 0.60 | | ML Ready Assets | 4/29/1988 | 5/16/2005 | Footnote P | — | Footnote P | | Mercury Balanced Capital | 8/7/1985 | 5/16/2005 | Footnote J | — | Footnote J | | Mercury Large Cap Core | 8/7/1985 | 5/16/2005 | Footnote J | — | Footnote J | | Mercury Core Bond | 8/7/1985 | 5/16/2005 | Footnote J | — | Footnote J | | Mercury Global Allocation | 8/7/1985 | 5/16/2005 | 0.65 | — | 0.65 | | Mercury Fundamental Growth | 8/7/1985 | 5/16/2005 | 0.65 | — | 0.65 | | Mercury High Yield | 8/7/1985 | 5/16/2005 | Footnote J | — | Footnote J | | Mercury Intermediate Government | 8/7/1985 | 5/16/2005 | Footnote J | — | Footnote J | | Mercury Money Reserve | 8/7/1985 | 5/16/2005 | Footnote J | — | Footnote J | | Mercury Low Duration | 12/30/2004 | 11/23/2004 | 0.46 | — | 0.46 | | Mercury Global SmallCap | 12/30/2004 | 11/23/2004 | 0.85 | — | 0.85 | | Mercury Equity Dividend | 12/30/2004 | 11/23/2004 | 0.60 | — | 0.60 | | Mercury Mid Cap | 12/30/2004 | 11/23/2004 | 0.65 | — | 0.65 | | Mercury Small Cap | 12/30/2004 | 11/23/2004 | 0.30 | — | 0.30 | | Mercury International Index | 12/30/2004 | 11/23/2004 | 0.35 | — | 0.35 | | ML USA Government Reserves | 12/30/1998 | 2/3/2005 | 0.45 | — | 0.45 | | ML U.S. Treasury Money | 2/5/1991 | 11/16/2005 | 0.50 | — | 0.50 | | QMST Aggregate Bond | 1/1/1997 | 11/16/2005 | .01 | — | .01 | | QMST Enhanced International | 1/1/1997 | 11/16/2005 | .01 | — | .01 | | QMST Enhanced S&P 500 | 1/1/1997 | 11/16/2005 | .01 | — | .01 |
Fund
| Date of Current
Investment Advisory
Agreement*
| Date Last
Approved by
Directors/Trustees
| Current Advisory
Fee (as a
percentage of
average daily
net assets (%))
| Current
Administration
Fee (as a
percentage of
average daily
net assets (%))
| New Advisory
Fee (as a
percentage of
average daily
net assets (%))
| | QMST Enhanced Small Cap | 1/1/1997 | 11/16/2005 | .01 | — | .01 | | QMST Extended Market Index | 1/1/1997 | 11/16/2005 | .01 | — | .01 | | QMST International Index | 1/1/1997 | 11/16/2005 | .01 | — | .01 | | QMST S&P 500 Index | 1/1/1997 | 11/16/2005 | .01 | — | .01 | | QMST Small Cap Index | 1/1/1997 | 11/16/2005 | .01 | — | .01 | | QMST Mid Cap Index | 1/1/1997 | 11/16/2005 | .01 | — | .01 | | ML Aggregate Bond Index | 5/1/2005 | 11/16/2005 | .01 | 0.19 | .01 | | ML International Index | 5/1/2005 | 11/16/2005 | .01 | 0.34 | .01 | | ML S&P 500 Index | 5/1/2005 | 11/16/2005 | .005 | 0.245 | .005 | | ML Small Cap Index | 5/1/2005 | 11/16/2005 | .01 | 0.29 | .01 | | Master Money Trust | 2/10/2003 | 8/17/2005 | Footnote M | — | Footnote M | | CMA Money | 7/31/1990 | | — | 0.25 | — | | WCMA Money | | | — | 0.25 | — | | Master Government Securities Trust | 2/10/2003 | 8/17/2005 | Footnote M | — | Footnote M | | CMA Government Securities | 2/10/2003 | | — | 0.25 | — | | WCMA Government Securities | | | — | 0.25 | — | | Master Tax-Exempt Trust | 2/10/2003 | 8/17/2005 | Footnote M | — | Footnote M | | CMA Tax-Exempt | 7/31/1990 | | — | 0.25 | — | | WCMA Tax-Exempt | | | — | 0.25 | — | | Master Treasury Trust | 2/10/2003 | 8/17/2005 | Footnote M | — | Footnote M | | CMA Treasury | 4/1/1991 | 8/31/2005 | — | 0.25 | — | | WCMA Treasury | — | | — | 0.25 | — | | CMA Arizona | 12/9/1992 | 8/17/2005 | Footnote G | — | Footnote G | | CMA California | 3/9/1998 | 8/17/2005 | Footnote G | — | Footnote G | | CMA Connecticut | 4/1/1991 | 8/17/2005 | Footnote G | — | Footnote G | | CMA Florida | | 8/17/2005 | Footnote G | — | Footnote G | | CMA Massachusetts | 6/28/1990 | 8/17/2005 | Footnote G | — | Footnote G | | CMA Michigan | 4/1/1991 | 8/17/2005 | Footnote G | — | Footnote G | | CMA New Jersey | 6/28/1990 | 8/17/2005 | Footnote G | — | Footnote G | | CMA New York | 3/9/1988 | 8/17/2005 | Footnote G | — | Footnote G | | CMA North Carolina | 4/1/1991 | 8/17/2005 | Footnote G | — | Footnote G | | CMA Ohio | 4/1/1991 | 8/17/2005 | Footnote G | — | Footnote G | | CMA Pennsylvania | 6/28/1990 | 8/17/2005 | Footnote G | — | Footnote G | | Master Senior Floating Rate | 10/6/2000 | 2/14/2006 | 0.95 | — | 0.95 | | ML Senior Floating Rate | 10/2/1989 | 2/14/2006 | — | 0.25 | — | | ML Senior Floating Rate II | 10/6/2000 | 2/14/2006 | — | 0.40 | — | | Global Financial Services Master | 11/26/1999 | 2/14/2006 | 0.40 | — | 0.40 | | ML Global Financial Services | 11/26/1999 | 2/14/2006 | 0.40 | 0.35 | 0.40 | | Master U.S. High Yield | 9/23/2002 | 11/15/2005 | 0.35 | | 0.35 | | ML U.S. High Yield | 4/28/1998 | 11/15/2005 | | 0.25 | | | ML Equity Dividend | 8/10/1997 | 2/14/2006 | 0.60 | | 0.60 | | Master Bond Trust | 9/30/2003 | 2/14/2006 | Footnote D | — | Footnote D | | ML Bond Core Bond | 9/8/1980 | 2/14/2006 | Footnote C | — | Footnote C | | ML Bond Intermediate Term | 9/8/1980 | 2/14/2006 | Footnote F | — | Footnote F | | ML Bond High Income | 9/8/1980 | 2/14/2006 | Footnote E | — | Footnote E |
Fund
| Date of Current
Investment Advisory
Agreement*
| Date Last
Approved by
Directors/Trustees
| Current Advisory
Fee (as a
percentage of
average daily
net assets (%))
| Current
Administration
Fee (as a
percentage of
average daily
net assets (%))
| New Advisory
Fee (as a
percentage of
average daily
net assets (%))
| | ML Developing Capital Markets | 6/19/1989 | 11/15/2005 | 1.00 | | 1.00 | | ML EuroFund | 12/19/1986 | 5/9/2005 | 0.75 | — | 0.75 | | ML Global Allocation | 12/31/1988 | 5/9/2005 | Footnote L | — | Footnote L | | ML Global Equity Opportunities | 8/1/2005 | 5/9/2005 | 0.85 | — | 0.85 | | ML Global SmallCap | 6/16/94 | 11/15/2005 | 0.85 | — | 0.85 | | ML Global Technology | 10/2/1998 | 11/15/2005 | Footnote U | — | Footnote U | | ML Global Value | 9/13/1996 | 5/9/2005 | 0.75 | — | 0.75 | | ML Healthcare | 4/1/1992 | 11/15/2005 | 1.00 | — | 1.00 | | ML Latin America | 8/15/1991 | 5/9/2005 | 1.00 | — | 1.00 | | ML Muni Bond National | 1/1/1981 | 11/15/2005 | Footnote O | — | Footnote O | | ML Muni Bond Insured | 1/1/1981 | 11/15/2005 | Footnote O | — | Footnote O | | ML Muni Bond Limited Maturity | 1/1/1981 | 11/15/2005 | Footnote O | — | Footnote O | | ML Municipal Intermediate Term | 9/16/1986 | 5/9/2005 | 0.55 | | 0.55 | | ML Pacific | 7/29/1985 | 5/9/2005 | 0.60 | | 0.60 | | ML Utilities | 12/28/1990 | 5/9/2009 | 0.60 | | 0.60 | | Summit | 7/8/1998 | 11/8/2005 | 0.50 | | 0.50 | | Master Focus Twenty | 1/7/2001 | 6/1/2005 | 0.60 | | 0.60 | | ML Focus Twenty | | | — | 0.25 | — | | Master Large Cap Growth | 7/29/2002 | 2Q 2006 | Footnote Z | — | Footnote Z | | Master Large Cap Value | 7/29/2002 | 2Q 2006 | Footnote Y | — | Footnote Y | | Master Large Cap Core | 7/29/2002 | 2Q 2006 | Footnote H | — | Footnote H | | ML Large Cap Growth | — | — | — | 0.25 | —-- | | ML Large Cap Value | — | — | — | 0.25 | —-- | | ML Large Cap Core | — | — | — | 0.25 | —-- | | ML California Insured | 12/18/1992 | 2/23/2006 | Footnote V | —- | Footnote V | | ML Focus Value | 7/15/1982 | 2/23/2006 | 1.00 | — | 1.00 | | ML Fundamental Growth | 1/1/2001 | 2/23/2006 | Footnote K | — | Footnote K | | ML Florida | 4/26/1991 | 2/23/2006 | Footnote V | — | Footnote V | | ML New Jersey | 7/31/1990 | 2/23/2006 | Footnote V | — | Footnote V | | ML New York | 11/7/2001 | 2/23/2006 | Footnote V | — | Footnote V | | ML Pennsylvania | 7/31/1990 | 2/23/2006 | Footnote V | — | Footnote V | | ML Retirement Reserves | 4/13/1999 | 8/10/2005 | Footnote Q | — | Footnote Q | | ML U.S. Government | 12/20/1991 | 2/23/2006 | Footnote R | — | Footnote R | | ML Short-Term U.S. Government | 9/29/2000 | 11/30/2005 | 0.40 | — | 0.40 | | Mercury American Balanced V.I. | 4/1/1994 | 6/1/2005 | 0.55 | — | 0.55 | | Mercury Basic Value V.I. | 4/1/1994 | 6/1/2005 | 0.60 | — | 0.60 | | Mercury Core Bond V.I. | 4/1/1994 | 6/1/2005 | Footnote C | — | Footnote C | | Mercury Domestic Money Market V.I. | 4/1/1994 | 6/1/2005 | 0.50 | — | 0.50 | | Mercury Fundamental Growth V.I. | 4/1/1994 | 6/1/2005 | 0.65 | — | 0.65 | | Mercury Global Growth V.I. | 4/1/1994 | 6/1/2005 | 0.75 | — | 0.75 | | Mercury Global Allocation V.I. | 4/1/1994 | 6/1/2005 | 0.65 | — | 0.65 |
Fund
| Date of Current
Investment Advisory
Agreement*
| Date Last
Approved by
Directors/Trustees
| Current Advisory
Fee (as a
percentage of
average daily
net assets (%))
| Current
Administration
Fee (as a
percentage of
average daily
net assets (%))
| New Advisory
Fee (as a
percentage of
average daily
net assets (%))
| | Mercury Government Bond V.I. | 4/1/1994 | 6/1/2005 | 0.50 | — | 0.50 | | Mercury High Current Income V.I. | 4/1/1994 | 6/1/2005 | Footnote E | — | Footnote E | | Mercury Index 500 V.I. | 4/1/1994 | 8/10/2005 | 0.30 | — | 0.30 | | Mercury Large Cap Core V.I. | 4/1/1994 | 6/1/2005 | Footnote A | — | Footnote A | | Mercury Large Cap Growth V.I. | 4/1/1994 | 6/1/2005 | 0.65 | — | 0.65 | | Mercury Large Cap Value V.I. | 4/1/1994 | 6/1/2005 | 0.65 | — | 0.65 | | Mercury Value Opportunities V.I. | 4/1/1994 | 6/1/2005 | 0.75 | — | 0.75 | | Mercury Utilities V.I. | 4/1/1994 | 6/1/2005 | 0.60 | — | 0.60 | | Mercury International Value V.I. | 2/1/1998 | 6/1/2005 | 0.75 | — | 0.75 | | ML World Income | 11/18/1991 | 6/1/2005 | 0.60 | | 0.60 | | Managed Account Mid Cap Value | 7/20/2005 | 6/1/2005 | 0.65 | — | 0.65 | | Managed Account High Income | 7/20/2005 | 6/1/2005 | 0.41 | — | 0.41 | | Managed Account U.S. Mortgage | 7/20/2005 | 6/1/2005 | 0.46 | — | 0.46 | | Managed Account Global SmallCap | 7/20/2005 | 6/1/2005 | 0.85 | — | 0.85 | | Asset Program | 4/3/2000 | 6/1/2005 | 0.65 | — | 0.65 | | Low Duration Master | 10/6/2000 | 11/8/2005 | | | | | ML Low Duration | | | | 0.25 | | | ML International Value | 10/6/2000 | 11/18/2005 | Footnote AA | | Footnote AA | | ML Master International | 9/23/1998 | 11/18/2005 | Footnote N | — | Footnote N | | ML Master Small Cap Growth | 9/23/1998 | 11/18/2005 | 0.70 | — | 0.70 | | ML Small Cap Growth | — | — | — | 0.20 | — | | ML International | — | — | — | 0.25 | — | | Master Real Investment | 3/22/2004 | 5/12/2005 | 0.50 | — | 0.50 | | ML Real Investment | 3/22/2004 | — | 1.00 | — | 1.00 | | Master Inflation Protected | 2/1/2004 | 5/12/2005 | 0.25 | — | 0.25 | | ML Inflation Protected | 2/1/2004 | — | 0.50 | — | 0.50 | | Marsico Growth FDP | 6/14/2005 | 5/25/2005 | 0.80 | — | 0.80 | | MFS Research International FDP | 6/14/2005 | 5/25/2005 | 0.90 | — | 0.90 | | Franklin Templeton Total Return FDP | 6/14/2005 | 5/25/2005 | 0.40 | — | 0.40 | | Van Kampen Value FDP | 6/14/2005 | 5/25/2005 | 0.70 | — | 0.70 | | Multi-Strategy Hedge Advantage | 6/1/2005 | 5/25/2005 | 0.25 | — | 0.25 | | Multi-Strategy Hedge Opportunities | 9/1/2004 | 5/25/2005 | 0.25 | — | 0.25 | | Master Premier Institutional | 12/3/2001 | 8/9/2005 | 0.05 | — | 0.05 | | Master Institutional | 12/3/2001 | 8/9/2005 | 0.05 | — | 0.05 | | Master Institutional Tax-Exempt | 12/3/2001 | 8/9/2005 | 0.05 | — | 0.05 | | Master Institutional Government | — | — | — | — | — | | Master Institutional Treasury | — | — | — | — | — |
Fund
| Date of Current
Investment Advisory
Agreement*
| Date Last
Approved by
Directors/Trustees
| Current Advisory
Fee (as a
percentage of
average daily
net assets (%))
| Current
Administration
Fee (as a
percentage of
average daily
net assets (%))
| New Advisory
Fee (as a
percentage of
average daily
net assets (%))
| | ML Premier Institutional | — | 8/9/2005 | — | 0.10 | — | | ML Institutional | — | 8/9/2005 | — | 0.15 | — | | ML Institutional Tax-Exempt | — | 8/9/2005 | — | 0.15 | — | | ML Institutional Treasury | 12/11/1989 | 8/9/2005 | Footnote X | — | Footnote X | | ML Institutional Government | 11/31/1990 | 8/9/2005 | Footnote X | — | Footnote X | | ML Basic Value Principal Protected | 11/1/2002 | 11/18/2005 | 0.65 | — | 0.65 | | ML Fundamental Growth Principal Protected | 11/1/2002 | 2/17/2005 | 0.65 | — | 0.65 | | ML Core Principal Protected | 2/25/2003 | 5/12/2005 | 0.75 | — | 0.75 |
FDP Subadvisory Agreements
Fund
| Date of Current
Sub-Advisory
Agreement
| Date Last
Approved by
Directors/Trustees
| Current Subadvisory
Fee (as a
percentage of
average daily
net assets (%))
| New Subadvisory
Fee (as a
percentage of
average daily
net assets (%))
| | Marsico Growth FDP | 6/27/2005 | 5/25/2005 | 0.40 | 0.40 | | MFS Research International FDP | 6/27/2005 | 5/25/2005 | 0.45 | 0.45 | | Franklin Templeton Total Return FDP | 6/27/2005 | 5/25/2005 | 0.25 | 0.25 | | Van Kampen Value FDP | 6/27/2005 | 5/25/2005 | 0.35 | 0.35 |
Footnotes | | Since 2003 | | Managing Director and Assistant Secretary (since January 2005) and Director and Senior Counsel (2002-2004) of BlackRock, Inc. Executive Director (2000-2002) and Vice President (1998-2000), Morgan Stanley & Co. Incorporated and Morgan Stanley Asset Management Inc. and officer of various Morgan Stanley-sponsored investment vehicles: Counsel (1998); Associate (1988-1997), Rogers & Wells LLP, New York, NY. |
| * | | In general, each Current Investment Advisory Agreement was last approved by shareholders (or, toIndicates the extent applicable,earliest year in which officer became an officer for a fund in the initial shareholder) of the relevant Fund either in connection with the initial approval of such agreement or in connection with any later amendment requiring such approval.complex. |
A | | Annual rate of 0.50% of that portion of average daily net assets not exceeding $250 million; 0.45% of that portion of average daily net assets exceeding $250 million but not exceeding $300 million; 0.425% of that portion of average daily net assets exceeding $300 million but not exceeding $400 million; and 0.40% of that portion of average daily net assets exceeding $400 million. |
B | | Annual rates of 0.60% of that portion of average daily net assets not exceeding $100 million; 0.50% of that portion of average daily net assets exceeding $100 million but not exceeding $200 million; 0.40% of that portion of average daily net assets exceeding $200 million. |
C | | Annual rates of 0.50% of that portion of average daily net assets not exceeding $250 million; 0.45% of that portion of average daily net assets exceeding $250 million but not exceeding $500 million; 0.40% of that portion of average daily net assets exceeding $500 million but not exceeding $750 million; and 0.35% of that portion of average daily net assets exceeding $750 million. |
D | | Annual rates of 0.20% of that portion of average daily net assets not exceeding $250 million; 0.15% of that portion of average daily net assets exceeding $250 million but not exceeding $500 million; 0.10% of that portion of average daily net assets exceeding $500 million but not exceeding $750 million; and 0.05% of that portion of average daily net assets exceeding $750 million. |
E | | Annual rates of 0.55% of that portion of average daily net assets not exceeding $250 million; 0.50% of that portion of average daily net assets exceeding $250 million but not exceeding $500 million; 0.45% of that portion of average daily net assets exceeding $500 million but not exceeding $750 million; and 0.40% of that portion of average daily net assets exceeding $750 million. |
F | | Annual rates of 0.50% of that portion of average daily net assets not exceeding $250 million; 0.45% of that portion of average daily net assets exceeding $250 million but not exceeding $500 million; 0.40% of that portion of average daily net assets exceeding $500 million but not exceeding $750 million; and 0.35% of that portion of average daily net assets exceeding $750 million. |
G | | Annual rates of 0.50% of that portion of average daily net assets not exceeding $500 million; 0.425% of that portion of average daily net assets exceeding $500 million but not exceeding $1 billion; and 0.375% of that portion of average daily net assets exceeding $1 billion. |
H | | Annual rates of 0.50% of that portion of average daily net assets not exceeding $1 billion; 0.45% of that portion of average daily net assets exceeding $1 billionbut not exceeding $5 billion; and 0.40% of that portion of average daily net assets exceeding $5 billion[breakpoints in italics were added in connection with Board consideration of the New Investment Advisory Agreements]. |
I | | Annual rates of 0.75% of that portion of average daily net assets not exceeding $250 million; 0.65% of that portion of average daily net assets exceeding $250 million. |
J | | Annual rate of 0.50% of that portion of average daily net assets not exceeding $250 million; 0.45% of that portion of average daily net assets exceeding $250 million but not exceeding $300 million; 0.40% of that portion of average daily net assets exceeding $300 million but not exceeding $400 million; 0.35% of that portion of average daily net assets exceeding $400 million but not exceeding $800 million; and .30% of that portion of average daily net assets exceeding $800 million. |
K | | Annual rate of 0.65% of that portion of average daily net assets not exceeding $1 billion; 0.625% of that portion of average daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.60% of that portion of average daily net assets exceeding $1.5 billion but not exceeding $5 billion; 0.575% of that portion of average daily net assets exceeding $5 billion but not exceeding $7.5 billion; and 0.55% of that portion of average daily net assets exceeding $7.5 billion. |
L | | Annual rate of 0.75% of that portion of average daily net assets not exceeding $2.5 billion; 0.70% of that portion of average daily net assets exceeding $2.5 billion but not exceeding $5 billion; 0.65% of that portion of average daily net assets exceeding $5 billion but not exceeding $7.5 billion; 0.625% of that portion of average daily net assets exceeding $7.5 billion but not exceeding $10 billion; 0.60% of that portion of average daily net assets exceeding $10 billion but not exceeding $15 billion; and 0.575% of that portion of average daily net assets exceeding $15 billion. |
M | | Annual rates of 0.25% of that portion of average daily net assets not exceeding $500 million; 0.175% of that portion of average daily net assets exceeding $500 million but not exceeding $1 billion; and 0.125% of that portion of average daily net assets exceeding $1 billion. |
N | | Annual rates of 0.75% of that portion of average daily net assets not exceeding $500 million; 0.70% of that portion of average daily net assets exceeding $500 million. |
| O | | Advisory Fee Rate
|
|---|
| Aggregate Daily Net Assets of the Three
Combined Portfolios:
| Insured
Portfolio
| National
Portfolio
| Short-Term
Portfolio
|
|---|
| | | Not Exceeding $250 million | | 0.40 | % | 0.40 | % | 0.50 | % | | | | $250 - $400 million | | 0.375 | % | 0.375 | % | 0.475 | % | | | | $400 - $550 million | | 0.35 | % | 0.375 | % | 0.475 | % | | | | $550 million - $1.5 billion | | 0.325 | % | 0.375 | % | 0.475 | % | | | | Assets > $1.5 billion | | 0.325 | % | 0.350 | % | 0.475 | % |
P | | Annual rate of 0.50% of that portion of average daily net assets not exceeding $500 million; 0.40% of that portion of average daily net assets exceeding $500 million but not exceeding $1 billion; 0.35% of that portion of average daily net assets exceeding $1 billion but not exceeding $5 billion; 0.325% of that portion of average daily net assets exceeding $5 billion but not exceeding $10 billion; 0.30% of that portion of average daily net assets exceeding $10 billion but not exceeding $15 billion; 0.275% of that portion of average daily net assets exceeding $15 billion but not exceeding $20 billion; and 0.25% of that portion of average daily net assets exceeding $20 billion. |
Q | | Annual rate of 0.50% of that portion of average daily net assets not exceeding $1 billion; 0.45% of that portion of average daily net assets exceeding $1 billion but not exceeding $2 billion; 0.40% of that portion of average daily net assets exceeding $2 billion but not exceeding $3 billion; 0.375% of that portion of average daily net assets exceeding $3 billion but not exceeding $4 billion; 0.35% of that portion of average daily net assets exceeding $4 billion but not exceeding $7 billion; 0.325% of that portion of average daily net assets exceeding $7 billion but not exceeding $10 billion; 0.30% of that portion of average daily net assets exceeding $10 billion but not exceeding $15 billion; and 0.29% of that portion of average daily net assets exceeding $15 billion. |
R | | Annual rate of 0.50% of that portion of average daily net assets not exceeding $500 million; 0.475% of that portion of average daily net assets exceeding $500 million but not exceeding $1 billion; 0.45% of that portion of average daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.425% of that portion of average daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.40% of that portion of average daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.375% of that portion of average daily net assets exceeding $2.5 billion but not exceeding $3.5 billion; 0.35% of that portion of average daily net assets |
| | exceeding $3.5 billion but not exceeding $5 billion; 0.325% of that portion of average daily net assets exceeding $5 billion but not exceeding $6.5 billion; and 0.30% of that portion of average daily net assets exceeding $6.5 billion. |
S | | Annual rates of 0.50% of that portion of average daily net assets not exceeding $1 billion; 0.475% of that portion of average daily net assets exceeding $1 billion but not exceeding $1.5 billion; and 0.45% of that portion of average daily net assets exceeding $1.5 billion. |
T | | Annual rates of 0.75% of that portion of average daily net assets not exceeding $1.5 billion; 0.725% of that portion of average daily net assets exceeding $1.5 billion. |
U | | Annual rates of 1.00% of that portion of average daily net assets not exceeding $1 billion; 0.95% of that portion of average daily net assets exceeding $1 billion but not exceeding $2 billion; and 0.90% of that portion of average daily net assets exceeding $2 billion. |
V | | Annual rates of 0.55% of that portion of average daily net assets not exceeding $500 million; 0.525% of that portion of average daily net assets exceeding $500 million but not exceeding $1 billion; and 0.50% of that portion of average daily net assets exceeding $1 billion. |
W | | Annual rates of 0.25% of that portion of average daily net assets not exceeding $200 million; 0.20% of that portion of average daily net assets exceeding $200 million. |
X | | Annual rate of 0.35% of that portion of average daily net assets not exceeding $500 million; 0.335% of that portion of average daily net assets exceeding $500 million but not exceeding $750 million; 0.32% of that portion of average daily net assets exceeding $750 million but not exceeding $1 billion; and 0.30% of that portion of average daily net assets exceeding $1 billion. |
Y | | Annual rate of 0.50% of that portion of average daily net assets not exceeding $1 billion;0.45% of that portion of average daily net assets exceeding $1 billion but not exceeding $3 billion; and 0.40% of that portion of average daily net assets exceeding $3 billion[breakpoints in italics were added in connection with Board consideration of the New Investment Advisory Agreements]. |
Z | | Annual rate of 0.50% of that portion of average daily net assets not exceeding $1 billion;0.45% of that portion of average daily net assets exceeding $1 billion but not exceeding $5 billion; and 0.40% of that portion of average daily net assets exceeding $5 billion[breakpoints in italics were added in connection with Board consideration of the New Investment Advisory Agreements]. |
AA | | Annual rate of 0.75% of that portion of average daily net assets not exceeding $2 billion;0.70% of that portion of average daily net assets exceeding $2 billion but not exceeding $4 billion; and 0.65% of that portion of average daily net assets exceeding $4 billion[breakpoints in italics were added in connection with Board consideration of the New Investment Advisory Agreements]. |
Appendix H
Board Approval of New Investment Advisory Agreement
and Contingent Subadvisory Agreement
Fund
| Date of Approval
|
|---|
Master Basic Value | May 8, 2006 | ML Basic Value | May 8, 2006 | Mercury Basic Value | May 8, 2006 | Master Value Opportunities | May 8, 2006 | ML Value Opportunities | May 8, 2006 | ML Strategy Growth and Income | May 8, 2006 | ML Strategy Long-Term Growth | May 8, 2006 | ML Strategy All-Equity | May 8, 2006 | ML Balanced Capital | May 8, 2006 | ML Disciplined Equity | May 8, 2006 | ML Global Growth | May 8, 2006 | ML Natural Resources | May 8, 2006 | ML Ready Assets | May 8, 2006 | Mercury Balanced Capital | May 8, 2006 | Mercury Large Cap Core | May 8, 2006 | Mercury Core Bond | May 8, 2006 | Mercury Global Allocation | May 8, 2006 | Mercury Fundamental Growth | May 8, 2006 | Mercury High Yield | May 8, 2006 | Mercury Intermediate Government Bond | May 8, 2006 | Mercury Money Reserve | May 8, 2006 | Mercury Low Duration | May 8, 2006 | Mercury Global SmallCap | May 8, 2006 | Mercury Equity Dividend | May 8, 2006 | Mercury Mid Cap | May 8, 2006 | Mercury Small Cap | May 8, 2006 | Mercury International Index | May 8, 2006 | ML USA Government | May 8, 2006 | ML U.S. Treasury | May 8, 2006 | QMST Aggregate Bond | May 8, 2006 | QMST Enhanced International | May 8, 2006 | QMST Enhanced S&P 500 | May 8, 2006 | QMST Enhanced Small Cap | May 8, 2006 | QMST Extended Market Index | May 8, 2006 | QMST International Index | May 8, 2006 | QMST S&P 500 Index | May 8, 2006 | QMST Small Cap Index | May 8, 2006 | QMST Mid Cap Index | May 8, 2006 | ML Aggregate Bond Index | May 8, 2006 | ML International Index | May 8, 2006 | ML S&P 500 Index | May 8, 2006 | ML Small Cap Index | May 8, 2006 | Master Money | May 12, 2006 | CMA Money | May 12, 2006 | WCMA Money | May 12, 2006 | Master Government Securities | May 12, 2006 | CMA Government Securities | May 12, 2006 | WCMA Government Securities | May 12, 2006 | Master Tax-Exempt | May 12, 2006 | CMA Tax-Exempt | May 12, 2006 | WCMA Tax-Exempt | May 12, 2006 | Master Treasury | May 12, 2006 | CMA Treasury | May 12, 2006 | WCMA Treasury | May 12, 2006 | CMA Arizona | May 12, 2006 | CMA California | May 12, 2006 | CMA Connecticut | May 12, 2006 | CMA Florida | May 12, 2006 | CMA Massachusetts | May 12, 2006 | CMA Michigan | May 12, 2006 | CMA New Jersey | May 12, 2006 | CMA New York | May 12, 2006 |
Fund
| Date of Approval
|
|---|
CMA North Carolina | May 12, 2006 | CMA Ohio | May 12, 2006 | CMA Pennsylvania | May 12, 2006 | Master Senior Floating Rate | May 12, 2006 | ML Senior Floating Rate | May 12, 2006 | ML Senior Floating Rate II | May 12, 2006 | Global Financial Services Master | May 12, 2006 | ML Global Financial Services | May 12, 2006 | Master U.S. High Yield | May 12, 2006 | ML U.S. High Yield | May 12, 2006 | ML Equity Dividend | May 12, 2006 | Master Core Bond | May 12, 2006 | ML Bond Core Bond | May 12, 2006 | ML Bond Intermediate Term | May 12, 2006 | ML Bond High Income | May 12, 2006 | ML Developing Capital Markets | May 12, 2006 | ML EuroFund | May 12, 2006 | ML Global Allocation | May 12, 2006 | ML Global Equity | May 12, 2006 | ML Global SmallCap | May 12, 2006 | ML Global Technology | May 12, 2006 | ML Global Value | May 12, 2006 | ML Healthcare | May 12, 2006 | ML Latin America | May 12, 2006 | ML Muni Bond National | May 12, 2006 | ML Muni Bond Insured | May 12, 2006 | ML Muni Bond Short-Term | May 12, 2006 | ML Municipal Intermediate Term | May 12, 2006 | ML Pacific | May 12, 2006 | ML Utilities | May 12, 2006 | Summit | May 9, 2006 | Master Focus Twenty | May 9, 2006 | ML Focus Twenty | May 9, 2006 | Master Large Cap Growth | May 9, 2006 | Master Large Cap Value | May 9, 2006 | Master Large Cap Core | May 9, 2006 | ML Large Cap Growth | May 9, 2006 | ML Large Cap Value | May 9, 2006 | ML Large Cap Core | May 9, 2006 | ML California Insured | May 9, 2006 | ML Focus Value | May 9, 2006 | ML Fundamental Growth | May 9, 2006 | ML Florida | May 9, 2006 | ML New Jersey | May 9, 2006 | ML New York | May 9, 2006 | ML Pennsylvania | May 9, 2006 | ML Retirement Reserves | May 9, 2006 | ML U.S. Government | May 9, 2006 | ML Short-Term U.S. Government | May 9, 2006 | Mercury American Balanced V.I. | June , 2006 | Mercury Basic Value V.I. | June , 2006 | Mercury Core Bond V.I. | June , 2006 | Mercury Domestic Money Market V.I. | June , 2006 | Mercury Fundamental Growth V.I. | June , 2006 | Mercury Global Growth V.I. | June , 2006 | Mercury Global Allocation V.I. | June , 2006 | Mercury Government Bond V.I. | June , 2006 | Mercury High Current Income V.I. | June , 2006 | Mercury Index 500 V.I. | June , 2006 | Mercury Large Cap Core V.I. | June , 2006 | Mercury Large Cap Growth V.I. | June , 2006 | Mercury Large Cap Value V.I. | June , 2006 | Mercury Value Opportunities V.I. | June , 2006 | Mercury Utilities V.I. | June , 2006 | Mercury International Value V.I. | June , 2006 | ML World Income | May 9, 2006 | Managed Account Mid Cap Value | May 9, 2006 | Managed Account High Income | May 9, 2006 |
Fund
| Date of Approval
|
|---|
Managed Account U.S. Mortgage | May 9, 2006 | Managed Account Global SmallCap | May 9, 2006 | Asset Program | May 9, 2006 | Low Duration Master | May 9, 2006 | ML Low Duration | May 9, 2006 | ML International Value | May 10, 2006 | ML Master International | May 10, 2006 | ML Master Small Cap Growth | May 10, 2006 | ML Small Cap Growth | May 10, 2006 | ML International | May 10, 2006 | Master Real Investment | May 10, 2006 | ML Real Investment | May 10, 2006 | Master Inflation Protected | May 10, 2006 | ML Inflation Protected | May 10, 2006 | Marsico Growth FDP | May 10, 2006 | MFS Research International FDP | May 10, 2006 | Franklin Templeton Total Return FDP | May 10, 2006 | Van Kampen Value FDP | May 10, 2006 | Multi-Strategy Hedge Advantage | May 10, 2006 | Multi-Strategy Hedge Opportunities | May 10, 2006 | Master Premier Institutional | May 10, 2006 | Master Institutional | May 10, 2006 | Master Institutional Tax-Exempt | May 10, 2006 | Master Institutional Government | May 10, 2006 | Master Institutional Treasury | May 10, 2006 | ML Premier Institutional | May 10, 2006 | ML Institutional | May 10, 2006 | ML Institutional Tax-Exempt | May 10, 2006 | ML Institutional Treasury | May 10, 2006 | ML Institutional Government | May 10, 2006 | ML Basic Value Principal Protected | May 10, 2006 | ML Fundamental Growth Principal Protected | May 10, 2006 | ML Core Principal Protected | May 10, 2006 |
Appendix I Fees Paid to Advisers, Subadvisers and Affiliates
The following table indicates (i) amounts paid by each Fund Audit Fees, Audit Related Fees, Tax Fees and All Other Fees to its Adviser, (ii) amounts paid by the relevant Fund’s Adviser (not the Fund) to the Fund’s subadviser during the Fund’s last fiscal year,Independent Registered Public Accountants Audit Fees and (iii) amounts paid by each Fund to affiliates of its Adviser or subadviser. All fees shown are after waivers and reimbursements, if any.Audit Related Fees Fund
| Advisory
Fees (after
waivers,if
any)($)
| Subadvisory
Fees (after
waivers,if
any)($)
| Administration
Fees ($)
| Distribution
Fees ($)
| Transfer
Agency
Fees ($)
| Aggregate
Commissions
Paid to
Affiliated
Brokers ($)
| Percentage
of Fund’s
Aggregate
Brokerage
Commissions
Paid to
Affiliated
Brokers (%)
| Fiscal
Year
Ended
|
|---|
| Equity Funds | | | | | | | | | | Master Basic Value | 34,300,778 | 0 | 0 | 0 | 0 | 1,414,267 | 9.49 | 6/30 | | ML Basic Value | 0 | 0 | 0 | 15,974,299 | 11,413,054 | 0 | 0 | 6/30 | | Mercury Basic Value | 0 | 0 | 0 | 0 | 20,042 | 0 | 0 | 6/30 | | Master Value Opportunities | 14,654,686 | 0 | 0 | 0 | 0 | 868,507 | 8.37 | 3/31 | | ML Value Opportunities | 0 | 0 | 7,788,239 | 9,874,197 | 7,457,591 | 0 | 0 | 3/31 | | ML Balanced Capital | 11,334,356 | 0 | 0 | 3,679,448 | 4,181,348 | 107,720 | 8.99 | 9/30 | | ML Disciplined Equity | 183,691 | 0 | 0 | 161,976 | 66,648 | 19,051 | 39.60 | 5/31 | | ML Global Growth | 3,848,217 | 0 | 0 | 2,241,447 | 1,310,631 | 187,204 | 10.26 | 8/31 | | ML Natural Resources | 1,320,796 | 0 | 0 | 612,930 | 291,254 | 3,124 | 2.81 | 7/31 | | Mercury Balanced Capital | 2,920,367 | 0 | 0 | 0 | 0 | 36,156 | 9.27 | 12/31 | | Mercury Large Cap Core | 940,288 | 0 | 0 | 0 | 0 | 0 | 0 | 12/31 | | Mercury Low Duration | 19,875 | 0 | 0 | 0 | 0 | 0 | 0 | 12/31 | | Mercury Core Bond | 438,209 | 0 | 0 | 0 | 0 | 0 | 0 | 12/31 | | Mercury Global Allocation | 792,583 | 0 | 0 | 0 | 0 | 11,821 | 5.93 | 12/31 | | Mercury Fundamental Growth | 908,139 | 0 | 0 | 0 | 0 | 47,855 | 10.42 | 12/31 | | Mercury High Yield | 233,625 | 0 | 0 | 0 | 0 | 188 | 26.15 | 12/31 | | Mercury Intermediate Government Bond | 583,997 | 0 | 0 | 0 | 0 | 0 | 0 | 12/31 | | Mercury Global SmallCap | 0 | 0 | 0 | 0 | 0 | 1,340 | 8.59 | 12/31 | | Mercury Equity Dividend | 0 | 0 | 0 | 0 | 0 | 80 | 5.23 | 12/31 | | Mercury Mid Cap | 2,107 | 0 | 0 | 0 | 0 | 2,807 | 14.18 | 12/31 | | Mercury Small Cap | 0 | 0 | 0 | 0 | 0 | 159 | 3.53 | 12/31 | | Mercury International Index | 0 | 0 | 0 | 0 | 0 | 27 | 0.37 | 12/31 | | Global Financial Services Master | 368,238 | 0 | 0 | 0 | 0 | 17,611 | 7.22 | 9/30 | | ML Global Financial Services | 0 | 0 | 321,965 | 379,960 | 140,204 | 0 | 0 | 9/30 | | ML Equity Dividend | 2,605,817 | 0 | 0 | 969,770 | 688,238 | 16,138 | 17.34 | 7/31 | | ML Developing Capital Markets | 1,870,714 | 0 | 0 | 320,372 | 532,494 | 1,711 | .18 | 6/30 | | ML EuroFund | 5,772,941 | 1,154,588 | 0 | 1,285,313 | 1,104,926 | 0 | 0 | 10/31 | | ML Global Allocation | 73,241,965 | 5,707,750 | 0 | 33,560,643 | 13,616,210 | 563,612 | 6.57 | 10/31 | | ML Global Equity+ | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 10/31 | | ML Global SmallCap | 8,581,942 | 0 | 0 | 3,280,165 | 2,179,782 | 330,997 | 7.88 | 6/30 | | ML Global Technology | 4,520,409 | 0 | 0 | 1,136,989 | 2,351,995 | 1,008,566 | 16.78 | 3/31 | | ML Global Value | 4,971,219 | 0 | 0 | 1,884,745 | 1,150,219 | 289,900 | 13.87 | 12/31 | | ML Healthcare | 5,743,734 | 0 | 0 | 1,381,925 | 1,276,214 | 818,400 | 28.77 | 4/30 | | ML Latin America | 2,087,493 | 0 | 0 | 184,464 | 299,543 | 119,038 | 28.62 | 11/30 | | ML Pacific | 4,184,760 | 0 | 0 | 1,161,965 | 1,085,520 | 64,138 | 12.85 | 12/31 | | Master Focus Twenty | 545,073 | 0 | 0 | 0 | 0 | 2,760 | 1.71 | 11/30 | | ML Focus Twenty | 0 | 0 | 280,095 | 629,844 | 824,474 | 0 | 0 | 11/30 |
| | | | | | | | | | | | | | | | Audit Fees | | Audit Related Fees | Fund | | Fiscal Year
End | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | BlackRock Bond Allocation Target Shares | | | | | | | | | | | Series C Portfolio | | 9/30 | | 29,000 | | 29,700 | | 4,300 | | — | Series M Portfolio | | 9/30 | | 29,000 | | 28,600 | | 4,100 | | — | Series S Portfolio | | 9/30 | | 29,000 | | 29,700 | | 4,300 | | — | Master Value Opportunities LLC | | 3/31 | | 41,100 | | 41,100 | | — | | — | BlackRock Value Opportunities Fund, Inc. | | 3/31 | | 6,600 | | 6,600 | | — | | — | Master Basic Value LLC | | 6/30 | | 43,500 | | 43,000 | | — | | — | BlackRock Basic Value Fund, Inc. | | 6/30 | | 6,600 | | 6,500 | | — | | — | BlackRock Natural Resources Trust | | 7/31 | | 29,000 | | 28,000 | | — | | — | BlackRock Global Growth Fund, Inc.** | | 8/31 | | 37,800 | | 40,000 | | — | | — | BlackRock Balanced Capital Fund, Inc. | | 9/30 | | 37,500 | | 37,000 | | — | | — | BlackRock Series Fund, Inc. | | | | | | | | | | | BlackRock Balanced Capital Portfolio | | 12/31 | | 25,500 | | 24,000 | | — | | — | BlackRock Bond Portfolio | | 12/31 | | 24,200 | | 23,000 | | — | | — | BlackRock Fundamental Growth Portfolio | | 12/31 | | 23,300 | | 23,000 | | — | | — | BlackRock Global Allocation Portfolio | | 12/31 | | 33,600 | | 32,000 | | — | | — | BlackRock Government Income Portfolio | | 12/31 | | 23,100 | | 22,000 | | — | | — | BlackRock High Income Portfolio | | 12/31 | | 24,150 | | 23,000 | | — | | — | BlackRock Money Market Portfolio | | 12/31 | | 22,400 | | 22,000 | | — | | — | BlackRock Large Cap Core Portfolio | | 12/31 | | 23,300 | | 23,000 | | — | | — | BlackRock Global SmallCap Fund, Inc. | | 6/30 | | 37,000 | | 36,000 | | — | | — | Master Bond LLC | | | | | | | | | | | Master Bond Portfolio | | 9/30 | | 45,500 | | 43,000 | | — | | — | BlackRock Bond Fund, Inc. | | | | | | | | | | | BlackRock Bond Fund | | 9/30 | | 6,600 | | 6,500 | | — | | — | BlackRock High Income Fund | | 9/30 | | 41,200 | | 39,000 | | — | | — |
| | | | | | | | | | | | | | | | Audit Fees | | Audit Related Fees | Fund | | Fiscal Year
End | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | BlackRock Municipal Bond Fund, Inc. | | | | | | | | | | | BlackRock Municipal Insured Fund | | 6/30 | | 31,600 | | 31,000 | | — | | — | BlackRock National Municipal Fund | | 6/30 | | 31,600 | | 31,000 | | — | | 10,500 | BlackRock Short-Term Municipal Fund | | 6/30 | | 27,500 | | 27,000 | | 15,400 | | — | BlackRock High Yield Municipal Fund* | | 6/30 | | — | | — | | — | | — | BlackRock Equity Dividend Fund | | 7/31 | | 29,000 | | 28,500 | | 15,400 | | — | BlackRock Global Allocation Fund, Inc. | | 10/31 | | 76,500 | | 73,000 | | 7,700 | | — | BlackRock EuroFund | | 10/31 | | 34,500 | | 34,000 | | 11,800 | | — | BlackRock Municipal Series Trust | | | | | | | | | | | BlackRock Intermediate Municipal Fund | | 10/31 | | 26,500 | | 26,000 | | — | | — | BlackRock Global Dynamic Equity Fund | | 10/31 | | 28,000 | | — | | — | | — | BlackRock Utilities and Telecommunications Fund, Inc. | | 11/30 | | 31,500 | | 31,000 | | — | | — | BlackRock Mid Cap Value Opportunities Series, Inc. | | | | | | | | | | | BlackRock Mid Cap Value Opportunities Fund | | 1/31 | | 29,000 | | 29,000 | | — | | — | Managed Account Series | | | | | | | | | | | High Income Portfolio | | 4/30 | | 25,000 | | 25,000 | | — | | — | US Mortgage Portfolio | | 4/30 | | 25,000 | | 25,000 | | — | | — | Global SmallCap Portfolio | | 4/30 | | 28,000 | | 25,000 | | — | | — | Mid Cap Value Opportunities Portfolio | | 4/30 | | 28,500 | | — | | — | | — | Short-Term Bond Master LLC | | | | | | | | | | | Short-Term Bond Master Portfolio** | | 6/30 | | 41,000 | | 38,000 | | — | | — | BlackRock Short-Term Bond Series, Inc. | | | | | | | | | | | BlackRock Short-Term Bond Fund** | | 6/30 | | — | | — | | — | | — | BlackRock Focus Value Fund, Inc. | | 7/31 | | 39,500 | | 39,000 | | — | | — | BlackRock Multi-State Municipal Series Trust | | | | | | | | | | | BlackRock Florida Municipal Bond Fund | | 7/31 | | 26,500 | | 26,000 | | — | | — | BlackRock New Jersey Municipal Bond Fund | | 7/31 | | 26,500 | | 26,000 | | 15,400 | | — | BlackRock Pennsylvania Municipal Bond Fund | | 7/31 | | 25,500 | | 25,000 | | 15,400 | | — | BlackRock New York Municipal Bond Fund | | 9/30 | | 28,000 | | 27,500 | | — | | — |
| | | | | | | | | | | | | | | | Audit Fees | | Audit Related Fees | Fund | | Fiscal Year
End | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | BlackRock Fundamental Growth Fund, Inc.** | | 8/31 | | 40,500 | | 43,000 | | — | | — | BlackRock California Municipal Series Trust | | | | | | | | | | | BlackRock California Insured Municipal Bond Fund | | 8/31 | | 28,500 | | 28,000 | | — | | — | Master Focus Twenty LLC | | 11/30 | | 26,400 | | 26,000 | | — | | — | BlackRock Focus Twenty Fund, Inc. | | 11/30 | | 6,600 | | 6,500 | | — | | — | BlackRock Variable Series Funds, Inc. | | | | | | | | | | | BlackRock Balanced Capital V.I. Fund | | 12/31 | | 22,000 | | 21,000 | | — | | — | BlackRock Basic Value V.I. Fund | | 12/31 | | 37,500 | | 37,000 | | — | | — | BlackRock Bond V.I. Fund | | 12/31 | | 28,400 | | 27,000 | | — | | — | BlackRock Fundamental Growth V.I. Fund | | 12/31 | | 22,800 | | 22,500 | | — | | — | BlackRock Global Growth V.I. Fund | | 12/31 | | 26,000 | | 26,000 | | — | | — | BlackRock S&P 500 Index V.I. Fund | | 12/31 | | 30,400 | | 30,000 | | — | | — | BlackRock Large Cap Core V.I. Fund | | 12/31 | | 30,500 | | 30,000 | | — | | — | BlackRock Large Cap Growth V.I. Fund | | 12/31 | | 22,500 | | 22,000 | | — | | — | BlackRock Large Cap Value V.I. Fund | | 12/31 | | 22,500 | | 22,000 | | — | | — | BlackRock Global Allocation V.I. Fund | | 12/31 | | 37,800 | | 36,000 | | — | | — | BlackRock Utilities and Telecommunications V.I. Fund | | 12/31 | | 21,300 | | 21,000 | | — | | — | BlackRock Value Opportunities V.I. Fund | | 12/31 | | 28,400 | | 28,000 | | — | | — | BlackRock International Value V.I. Fund | | 12/31 | | 28,300 | | 28,000 | | — | | — | BlackRock Government Income V.I. Fund | | 12/31 | | 26,400 | | 25,000 | | — | | — | BlackRock High Income V.I. Fund | | 12/31 | | 31,000 | | 30,000 | | — | | — | BlackRock Money Market V.I. Fund | | 12/31 | | 23,400 | | 23,000 | | — | | — | BlackRock World Income Fund, Inc. | | 12/31 | | 39,000 | | 37,000 | | — | | — | BlackRock International Value Trust | | | | | | | | | | | BlackRock International Value Fund** | | 6/30 | | 36,500 | | 34,000 | | — | | — | FDP Series, Inc. | | | | | | | | | | | Franklin Templeton Total Return FDP Fund** | | 5/31 | | 31,000 | | — | | — | | — |
| | | | | | | | | | | | | | | | Audit Fees | | Audit Related Fees | Fund | | Fiscal Year
End | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | Marsico Growth FDP Fund** | | 5/31 | | 31,000 | | — | | — | | — | MFS Research International FDP Fund** | | 5/31 | | 31,000 | | — | | — | | — | Van Kampen Value FDP Fund** | | 5/31 | | 31,000 | | — | | — | | — | BlackRock Principal Protected Trust | | | | | | | | | | | BlackRock Fundamental Growth Principal Protected Fund** | | 8/31 | | 26,900 | | 28,000 | | — | | — | BlackRock Basic Value Principal Protected Fund | | 6/30 | | 27,400 | | 27,000 | | — | | — | BlackRock Core Principal Protected Fund | | 10/31 | | 26,900 | | 26,500 | | — | | — | Master Commodity Strategies LLC** | | 11/30 | | 31,000 | | 31,100 | | — | | — | BlackRock Commodity Strategies Fund** | | 11/30 | | 6,600 | | 6,500 | | — | | — | The GNMA Fund Investment Accumulation Program, Inc. | | 12/31 | | 27,500 | | 27,000 | | — | | — | BlackRock Funds II | | | | | | | | | | | Total Return Portfolio | | 9/30 | | 20,400 | | 20,500 | | 10,600 | | 3,400 | Delaware Municipal Bond Portfolio | | 9/30 | | 12,400 | | 12,000 | | 5,400 | | 3,100 | Enhanced Income Portfolio | | 9/30 | | 19,700 | | 18,800 | | 8,400 | | 3,100 | AMT-Free Municipal Bond Portfolio | | 9/30 | | 16,100 | | 16,900 | | 7,000 | | 3,400 | GNMA Portfolio | | 9/30 | | 24,200 | | 23,700 | | 14,300 | | 3,200 | Government Income Portfolio | | 9/30 | | 18,700 | | 19,800 | | 9,300 | | 3,600 | High Yield Bond Portfolio | | 9/30 | | 19,900 | | 21,900 | | 10,400 | | 3,900 | Intermediate Bond Portfolio II | | 9/30 | | 21,500 | | 23,800 | | 10,800 | | 3,900 | Intermediate Government Bond Portfolio | | 9/30 | | 18,600 | | 20,400 | | 8,300 | | 3,700 | International Bond Portfolio | | 9/30 | | 18,800 | | 20,800 | | 9,300 | | 3,800 | Inflation Protected Bond Portfolio | | 9/30 | | 19,700 | | 18,800 | | 6,100 | | 3,000 | Kentucky Municipal Bond Portfolio | | 9/30 | | 13,500 | | 13,000 | | 5,600 | | 3,100 | Low Duration Bond Portfolio | | 9/30 | | 22,000 | | 27,500 | | 9,900 | | 4,600 | Managed Income Portfolio | | 9/30 | | 25,300 | | 26,800 | | 12,900 | | 3,800 | Ohio Municipal Bond Portfolio | | 9/30 | | 13,500 | | 13,300 | | 5,600 | | 3,100 | BlackRock Strategic Portfolio I | | 9/30 | | 13,500 | | 12,900 | | 4,600 | | 3,100 | Total Return Portfolio II | | 9/30 | | 29,400 | | 38,600 | | 15,100 | | 5,900 | Conservative Prepared Portfolio* | | 9/30 | | — | | — | | — | | — | Moderate Prepared Portfolio* | | 9/30 | | — | | — | | — | | — | Growth Prepared Portfolio* | | 9/30 | | — | | — | | — | | — | Aggressive Growth Prepared Portfolio* | | 9/30 | | — | | — | | — | | — | Prepared Portfolio 2010* | | 10/31 | | — | | — | | — | | — | Prepared Portfolio 2015* | | 10/31 | | — | | — | | — | | — | Prepared Portfolio 2020* | | 10/31 | | — | | — | | — | | — |
| | | | | | | | | | | | | | | | Audit Fees | | Audit Related Fees | Fund | | Fiscal Year
End | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | Prepared Portfolio 2025* | | 10/31 | | — | | — | | — | | — | Prepared Portfolio 2030* | | 10/31 | | — | | — | | — | | — | Prepared Portfolio 2035* | | 10/31 | | — | | — | | — | | — | Prepared Portfolio 2040* | | 10/31 | | — | | — | | — | | — | Prepared Portfolio 2045* | | 10/31 | | — | | — | | — | | — | Prepared Portfolio 2050* | | 10/31 | | — | | — | | — | | — | Merrill Lynch U.S.A. Government Reserves | | 8/31 | | 26,500 | | 26,000 | | — | | — | Merrill Lynch U.S. Treasury Money Fund | | 11/30 | | 23,500 | | 23,000 | | — | | — | BlackRock Index Funds, Inc. | | | | | | | | | | | BlackRock International Index Fund | | 12/31 | | 6,500 | | 6,500 | | — | | — | BlackRock S&P 500 Index Fund | | 12/31 | | 6,500 | | 6,500 | | — | | — | BlackRock Small Cap Index Fund | | 12/31 | | 6,500 | | 6,500 | | — | | — | Quantitative Master Series LLC | | | | | | | | | | | Master Enhanced Small Cap Series | | 12/31 | | 32,700 | | 32,000 | | — | | — | Master Core Bond Enhanced Index Series | | 12/31 | | 42,900 | | 42,500 | | — | | — | Master Enhanced International Series | | 12/31 | | 45,300 | | 45,000 | | — | | — | Master Enhanced S&P 500 Series | | 12/31 | | 33,400 | | 33,000 | | — | | — | Master Extended Market Index Series | | 12/31 | | 45,500 | | 45,000 | | — | | — | Master International Index Series | | 12/31 | | 37,700 | | 37,700 | | — | | — | Master Mid Cap Index Series | | 12/31 | | 27,300 | | 27,000 | | — | | — | Master S&P 500 Index Series | | 12/31 | | 35,500 | | 35,500 | | 24,000 | | 21,600 | Master Small Cap Index Series | | 12/31 | | 43,400 | | 43,000 | | 24,000 | | 21,600 | Merrill Lynch Ready Assets Trust | | 12/31 | | 36,500 | | 36,000 | | — | | — | BlackRock Healthcare Fund, Inc. | | 4/30 | | 36,500 | | 36,500 | | — | | — | BlackRock Global Technology Fund, Inc. | | 3/31 | | 38,500 | | 38,500 | | — | | — | Master Government Securities LLC | | 3/31 | | 28,500 | | 28,500 | | — | | — | Master Money LLC | | 3/31 | | 41,600 | | 41,600 | | — | | — | Master Treasury LLC | | 3/31 | | 28,500 | | 28,500 | | — | | — | Master Tax-Exempt LLC | | 3/31 | | 35,500 | | 35,500 | | — | | — | CMA Money Fund | | 3/31 | | 6,600 | | 6,600 | | — | | — | CMA Government Securities Fund | | 3/31 | | 6,600 | | 6,600 | | — | | — | CMA Tax-Exempt Fund | | 3/31 | | 6,600 | | 6,600 | | — | | — | CMA Treasury Fund | | 3/31 | | 6,600 | | 6,600 | | — | | — | WCMA Government Securities Fund | | 3/31 | | 6,600 | | 6,600 | | — | | — | WCMA Money Fund | | 3/31 | | 6,600 | | 6,600 | | — | | — | WCMA Tax-Exempt Fund | | 3/31 | | 6,600 | | 6,600 | | — | | — |
| | | | | | | | | | | | | | | | Audit Fees | | Audit Related Fees | Fund | | Fiscal Year
End | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | WCMA Treasury Fund | | 3/31 | | 6,600 | | 6,600 | | — | | — | CMA Multi-State Municipal Series Trust | | | | | | | | | | | CMA Arizona Municipal Money Fund | | 3/31 | | 26,800 | | 26,800 | | — | | — | CMA California Municipal Money Fund | | 3/31 | | 30,000 | | 30,000 | | — | | — | CMA Connecticut Municipal Money Fund | | 3/31 | | 27,800 | | 27,800 | | — | | — | CMA Massachusetts Municipal Money Fund | | 3/31 | | 27,800 | | 27,800 | | — | | — | CMA Michigan Municipal Money Fund | | 3/31 | | 27,800 | | 27,800 | | — | | — | CMA New Jersey Municipal Money Fund | | 3/31 | | 30,000 | | 30,000 | | — | | — | CMA New York Municipal Money Fund | | 3/31 | | 30,000 | | 30,000 | | — | | — | CMA North Carolina Municipal Money Fund | | 3/31 | | 26,800 | | 26,800 | | — | | — | CMA Ohio Municipal Money Fund | | 3/31 | | 27,800 | | 27,800 | | — | | — | CMA Pennsylvania Municipal Money Fund | | 3/31 | | 27,800 | | 27,800 | | — | | — | CMA Florida Municipal Money Fund | | 3/31 | | 27,300 | | 27,300 | | — | | 4,000 | BlackRock Developing Capital Markets Fund, Inc. | | 6/30 | | 37,700 | | 37,000 | | — | | 13,700 | BlackRock Latin America Fund, Inc. | | 11/30 | | 35,700 | | 35,000 | | — | | — | BlackRock Pacific Fund, Inc. | | 12/31 | | 37,800 | | 37,000 | | — | | — | Global Financial Services Master LLC | | 9/30 | | 27,400 | | 27,000 | | — | | — | BlackRock Global Financial Services Fund, Inc. | | 9/30 | | 6,600 | | 6,500 | | — | | — | BlackRock Financial Institution Series Trust | | | | | | | | | | | BlackRock Summit Cash Reserves Fund | | 5/31 | | 26,500 | | 26,300 | | — | | — | Master Large Cap Series LLC | | | | | | | | | | | Master Large Cap Core Portfolio | | 10/31 | | 36,000 | | 35,000 | | 10,400 | | — | Master Large Cap Growth Portfolio | | 10/31 | | 33,500 | | 32,500 | | 7,700 | | — | Master Large Cap Value Portfolio | | 10/31 | | 33,500 | | 32,500 | | 10,200 | | — | BlackRock Large Cap Series Funds, Inc. | | | | | | | | | | | BlackRock Large Cap Core Fund | | 10/31 | | 6,600 | | 6,500 | | — | | — | BlackRock Large Cap Growth Fund | | 10/31 | | 6,600 | | 6,500 | | — | | — |
| | | | | | | | | | | | | | | | Audit Fees | | Audit Related Fees | Fund | | Fiscal Year
End | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | BlackRock Large Cap Value Fund | | 10/31 | | 6,600 | | 6,500 | | — | | — | Merrill Lynch Retirement Series Trust | | | | | | | | | | | Merrill Lynch Retirement Reserves Money Fund | | 10/31 | | 35,000 | | 34,500 | | — | | — | Master Institutional Money Market LLC | | | | | | | | | | | Merrill Lynch Premier Institutional Portfolio | | 4/30 | | 63,600 | | 63,600 | | — | | — | Merrill Lynch Institutional Portfolio | | 4/30 | | 38,500 | | 38,500 | | — | | — | Merrill Lynch Institutional Tax-Exempt Portfolio | | 4/30 | | 37,400 | | 37,400 | | — | | — | Merrill Lynch Funds For Institutions Series | | | | | | | | | | | Merrill Lynch Government Fund | | 4/30 | | 34,900 | | 34,900 | | — | | — | Merrill Lynch Treasury Fund | | 4/30 | | 26,700 | | 26,700 | | — | | — | Merrill Lynch Institutional Fund | | 4/30 | | 7,600 | | 7,600 | | — | | — | Merrill Lynch Premier Institutional Fund | | 4/30 | | 7,600 | | 7,600 | | — | | — | Merrill Lynch Institutional Tax-Exempt Fund | | 4/30 | | 7,600 | | 7,600 | | — | | — | BlackRock Master LLC | | | | | | | | | | | BlackRock Master Small Cap Growth Portfolio | | 5/31 | | 32,500 | | 32,000 | | — | | — | BlackRock Master International Portfolio | | 5/31 | | 32,000 | | 32,000 | | — | | — | BlackRock Series, Inc. | | | | | | | | | | | BlackRock International Fund | | 5/31 | | 6,600 | | 6,500 | | — | | — | BlackRock Small Cap Growth Fund II | | 5/31 | | 6,600 | | 6,500 | | — | | — | BlackRock FundsSM | | | | | | | | | | | Asset Allocation Portfolio | | 9/30 | | 54,200 | | 54,700 | | 33,700 | | 25,800 | All-Cap Global Resources Portfolio | | 9/30 | | 16,500 | | 15,600 | | 7,800 | | 3,200 | Aurora Portfolio | | 9/30 | | 19,300 | | 29,500 | | 7,800 | | 5,800 | Investment Trust | | 9/30 | | 17,700 | | 22,600 | | 8,100 | | 4,400 | Exchange Portfolio | | 9/30 | | 12,800 | | 15,600 | | 5,500 | | 3,300 | Global Opportunities Portfolio | | 9/30 | | 16,900 | | — | | 10,000 | | — | Global Resources Portfolio | | 9/30 | | 21,100 | | 20,000 | | 9,700 | | 4,200 | Global Science & Technology Opportunities Portfolio | | 9/30 | | 17,100 | | 16,200 | | 10,000 | | 3,000 | Health Sciences Opportunities Portfolio | | 9/30 | | 15,000 | | 16,000 | | 7,600 | | 3,400 | International Opportunities Portfolio | | 9/30 | | 19,300 | | 20,800 | | 12,400 | | 3,800 | Capital Appreciation Portfolio | | 9/30 | | 12,800 | | 15,200 | | 7,300 | | 3,300 |
| | | | | | | | | | | | | | | | Audit Fees | | Audit Related Fees | Fund | | Fiscal Year
End | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | Mid-Cap Growth Equity Portfolio | | 9/30 | | 14,100 | | 15,200 | | 6,300 | | 3,500 | Mid-Cap Value Equity Portfolio | | 9/30 | | 15,000 | | 17,100 | | 6,400 | | 3,800 | Small Cap Growth Equity Portfolio | | 9/30 | | 16,700 | | 18,100 | | 6,700 | | 3,600 | Small Cap Core Equity Portfolio | | 9/30 | | 13,500 | | 12,800 | | 6,100 | | 3,100 | Small Cap Value Equity Portfolio | | 9/30 | | 13,500 | | 13,200 | | 6,100 | | 3,100 | Small/Mid-Cap Growth Portfolio | | 9/30 | | 13,900 | | 14,300 | | 6,200 | | 3,300 | U.S. Opportunities Portfolio | | 9/30 | | 15,800 | | 15,100 | | 7,000 | | 3,100 | Index Equity Portfolio | | 9/30 | | 13,300 | | 18,500 | | 200 | | 1,000 | Money Market Portfolio | | 9/30 | | 15,900 | | 21,200 | | 6,500 | | 4,600 | Municipal Money Market Portfolio | | 9/30 | | 15,600 | | 15,800 | | 7,000 | | 3,300 | U.S. Treasury Money Market Portfolio | | 9/30 | | 11,600 | | 12,700 | | 5,800 | | 3,500 | North Carolina Municipal Money Market Portfolio | | 9/30 | | 12,900 | | 12,400 | | 5,500 | | 3,100 | New Jersey Municipal Money Market Portfolio | | 9/30 | | 13,200 | | 13,000 | | 6,100 | | 3,200 | Ohio Municipal Money Market Portfolio | | 9/30 | | 13,100 | | 12,900 | | 6,100 | | 3,200 | Pennsylvania Municipal Money Market Portfolio | | 9/30 | | 16,000 | | 17,200 | | 7,000 | | 3,600 | Virginia Municipal Money Market Portfolio | | 9/30 | | 10,800 | | 10,200 | | 5,200 | | 3,000 |
Fund
| Advisory
Fees (after
waivers,if
any)($)
| Subadvisory
Fees (after
waivers,if
any)($)
| Administration
Fees ($)
| Distribution
Fees ($)
| Transfer
Agency
Fees ($)
| Aggregate
Commissions
Paid to
Affiliated
Brokers ($)
| Percentage
of Fund’s
Aggregate
Brokerage
Commissions
Paid to
Affiliated
Brokers (%)
| Fiscal
Year
Ended
|
|---|
| Master Large Cap Growth | 2,154,995 | 0 | 0 | 0 | 0 | 0 | 0 | 10/31 | | Master Large Cap Value | 5,732,081 | 0 | 0 | 0 | 0 | 0 | 0 | 10/31 | | Master Large Cap Core | 11,047,046 | 0 | 0 | 0 | 0 | 0 | 0 | 10/31 | | ML Large Cap Growth | 0 | 0 | 1,076,760 | 1,628,006 | 975,442 | 0 | 0 | 10/31 | | ML Large Cap Value | 0 | 0 | 2,863,939 | 4,298,447 | 1,889,173 | 0 | 0 | 10/31 | | ML Large Cap Core | 0 | 0 | 5,352,637 | 7,925,683 | 3,164,302 | 0 | 0 | 10/31 | | ML Focus Value | 2,937,137 | 0 | 0 | 628,684 | 566,647 | 187,452 | 13.42 | 7/31 | | ML Fundamental Growth | 32,370,069 | 0 | 0 | 15,794,267 | 12,932,175 | 959,635 | 8.91 | 8/31 | | Mercury Basic Value V.I | 7,061,607 | 0 | 0 | 60,321 | 0 | 220,064 | 10.52 | 12/31 | | Mercury Fundamental Growth V.I | 1,196,932 | 0 | 0 | 0 | 0 | 34,413 | 10.93 | 12/31 | | Mercury Global Growth V.I | 553,460 | 0 | 0 | 0 | 0 | 29,464 | 10.43 | 12/31 | | Mercury Global Allocation V.I | 4,305,652 | 0 | 0 | 50,552 | 0 | 33,163 | 6.15 | 12/31 | | Mercury Index 500 V.I | 1,155,016 | 0 | 0 | 0 | 0 | 5 | 0.08 | 12/31 | | Mercury Large Cap Core V.I | 2,430,085 | 0 | 0 | 931 | 0 | 0 | 0 | 12/31 | | Mercury Large Cap Growth V.I | 899,430 | 0 | 0 | 2,259 | 0 | 0 | 0 | 12/31 | | Mercury Large Cap Value V.I | 1,318,767 | 0 | 0 | 0 | 0 | 0 | 0 | 12/31 | | Mercury Value Opportunities V.I | 4,061,251 | 0 | 0 | 71,776 | 0 | 110,153 | 6.20 | 12/31 | | Mercury Utilities V.I | 315,580 | 0 | 0 | 0 | 0 | 4,060 | 8.19 | 12/31 | | Mercury International Value V.I | 2,080,693 | 0 | 0 | 0 | 0 | 17,246 | 1.97 | 12/31 | | Managed Account Mid Cap Value* | 0 | 0 | 0 | 0 | 2,729 | 0 | 0 | 4/30 | | Managed Account Global SmallCap* | 0 | 0 | 0 | 0 | 2,720 | 0 | 0 | 4/30 | | Asset Program | 2,645,844 | 0 | 0 | 1,583,447 | 1,081,842 | 179,829 | 12.57 | 1/31 | | ML International Value | 8,272,184 | 0 | 0 | 1,237,306 | 2,567,312 | 15,225 | 0.65 | 6/30 | | ML Master International | 1,054,311 | 0 | 0 | 0 | 0 | 10,898 | 4.35 | 5/31 | | ML International | 0 | 0 | 350,996 | 755,220 | 614,072 | 0 | 0 | 5/31 | | ML Master Small Cap Growth | 2,265,507 | 0 | 0 | 0 | 0 | 58,153 | 4.90 | 5/31 | | ML Small Cap Growth | 0 | 0 | 646,995 | 803,984 | 666,393 | 0 | 0 | 5/31 | | Marsico Growth FDP# | 5,806 | 24,302 | 0 | 33,296 | 3,829 | 0 | 0 | 5/31 | | MFS Research International FDP# | 4,045 | 31,034 | 0 | 38,723 | 6,450 | 0 | 0 | 5/31 | | Van Kampen Value FDP# | 7,539 | 20,809 | 0 | 29,894 | 10,963 | 0 | 0 | 5/31 | | ML Basic Value Principal Protected | 1,588,363 | 0 | 0 | 1,652,734 | 262,010 | 49,458 | 13.94 | 6/30 | | ML Fundamental Growth Principal Protected | 1,081,054 | 0 | 0 | 1,128,617 | 207,847 | 16,734 | 8.96 | 8/31 | | ML Core Principal Protected | 715,131 | 0 | 0 | 1,526,741 | 171,001 | 0 | 0 | 10/31 | | Index Funds | | QMST Aggregate Bond | 87,098 | 0 | 0 | 0 | 0 | 0 | 0 | 12/31 | | QMST Enhanced International | 27,476 | 0 | 0 | 0 | 0 | 0 | 0 | 12/31 | | QMST Enhanced S&P 500 | 50,519 | 0 | 0 | 0 | 0 | 5,931 | 1.24 | 12/31 | | QMST Enhanced Small Cap | 2,082 | 0 | 0 | 0 | 0 | 1,952 | 1.11 | 12/31 |
Fund
| Advisory
Fees (after
waivers,if
any)($)
| Subadvisory
Fees (after
waivers,if
any)($)
| Administration
Fees ($)
| Distribution
Fees ($)
| Transfer
Agency
Fees ($)
| Aggregate
Commissions
Paid to
Affiliated
Brokers ($)
| Percentage
of Fund’s
Aggregate
Brokerage
Commissions
Paid to
Affiliated
Brokers (%)
| Fiscal
Year
Ended
|
|---|
| QMST Extended Market Index | 22,835 | 0 | 0 | 0 | 0 | 1,929 | 6.82 | 12/31 | | QMST International Index | 29,126 | 0 | 0 | 0 | 0 | 0 | 0 | 12/31 | | QMST S&P 500 Index | 151,287 | 0 | 0 | 0 | 0 | 0 | 0 | 12/31 | | QMST Small Cap Index | 4,974 | 0 | 0 | 0 | 0 | 0 | 0 | 12/31 | | QMST Mid Cap Index | 16,378 | 0 | 0 | 0 | 0 | 2,002 | 4.32 | 12/31 | | ML Strategy Growth and Income | 66,503 | 0 | 155,173 | 221,276 | 145,008 | 0 | 0 | 12/31 | | ML Strategy Long-Term Growth | 106,894 | 0 | 249,418 | 228,319 | 104,098 | 0 | 0 | 12/31 | | ML Strategy All-Equity | 67,488 | 0 | 157,471 | 204,562 | 85,745 | 0 | 0 | 12/31 | | ML Aggregate Bond Index | 0 | 0 | 528,696 | 0 | 371,170 | 0 | 0 | 12/31 | | ML International Index | 0 | 0 | 693,145 | 0 | 148,682 | 0 | 0 | 12/31 | | ML S&P 500 Index | 0 | 0 | 6,242,399 | 0 | 1,560,689 | 0 | 0 | 12/31 | | ML Small Cap Index | 0 | 0 | 337,067 | 0 | 112,115 | 0 | 0 | 12/31 | | Fixed Income Tax Exempt | | ML Muni Bond National | 6,798,398 | 0 | 0 | 1,488,498 | 955,815 | 0 | 0 | 6/30 | | ML Muni Bond Insured | 3,912,421 | 0 | 0 | 865,581 | 408,636 | 1,000 | 7.16 | 6/30 | | ML Muni Bond Short-Term | 1,948,338 | 0 | 0 | 344,470 | 187,598 | 0 | 0 | 6/30 | | ML Florida | 726,346 | 0 | 0 | 145,840 | 52,475 | 0 | 0 | 7/31 | | ML New Jersey | 557,050 | 0 | 0 | 129,255 | 47,325 | 0 | 0 | 7/31 | | ML New York | 1,221,671 | 0 | 0 | 188,222 | 104,328 | 0 | 0 | 9/30 | | ML Pennsylvania | 408,023 | 0 | 0 | 111,807 | 45,318 | 0 | 0 | 7/31 | | ML Municipal Intermediate Term | 943,003 | 0 | 0 | 44,398 | 106,393 | 0 | 0 | 10/31 | | ML California Insured | 2,472,055 | 0 | 0 | 431,346 | 162,811 | 0 | 0 | 8/31 | | Institutional Money Market Funds | | Master Premier Institutional | 18,074,876 | 0 | 0 | 0 | 51,378 | 0 | 0 | 4/30 | | Master Institutional | 5,236,640 | 0 | 0 | 0 | 51,378 | 0 | 0 | 4/30 | | Master Institutional Tax-Exempt | 6,360,998 | 0 | 0 | 0 | 51,379 | 0 | 0 | 4/30 | | Master Government | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 4/30 | | Master Treasury | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 4/30 | | ML Treasury | 2,870,796 | 0 | 0 | 0 | 139,015 | 0 | 0 | 4/30 | | ML Premier Institutional | 0 | 0 | 36,149,751 | 0 | 306,486 | 0 | 0 | 4/30 | | ML Institutional | 0 | 0 | 15,709,920 | 0 | 1,603,486 | 0 | 0 | 4/30 | | ML Government | 9,710,469 | 0 | 0 | 0 | 271,055 | 0 | 0 | 4/30 | | ML Institutional Tax-Exempt | 0 | 0 | 19,082,995 | 0 | 968,832 | | Fixed Income Taxable | | Managed Account High Income** | 60,759 | 0 | 0 | 0 | 2,712 | 0 | 0 | 4/30 | | Managed Account U.S. Mortgage** | 76,748 | 0 | 0 | 0 | 2,906 | 0 | 0 | 4/30 | | Master U.S. High Yield | 1,635,729 | 0 | 0 | 0 | 0 | 875 | 6.33 | 3/31 | | ML U.S. High Yield | 0 | 0 | 1,166,368 | 1,144,436 | 463,256 | 0 | 0 | 3/31 | | ML U.S. Government | 8,415,026 | 0 | 0 | 0 | 4,109,420 | 0 | 0 | 8/31 | | ML Short-Term U.S. Government | 1,155,516 | 0 | 0 | 147,986 | 326,725 | 0 | 0 | 5/31 | | Master Senior Floating Rate | 9,877,046 | 0 | 0 | 0 | 0 | 0 | 0 | 8/31 | | ML Senior Floating Rate | 0 | 0 | 1,769,338 | 0 | 604,297 | 0 | 0 | 8/31 | | ML Senior Floating Rate II | 0 | 0 | 1,320,496 | 0 | 181,971 | 0 | 0 | 8/31 |
Fund
| Advisory
Fees (after
waivers,if
any)($)
| Subadvisory
Fees (after
waivers,if
any)($)
| Administration
Fees ($)
| Distribution
Fees ($)
| Transfer
Agency
Fees ($)
| Aggregate
Commissions
Paid to
Affiliated
Brokers ($)
| Percentage
of Fund’s
Aggregate
Brokerage
Commissions
Paid to
Affiliated
Brokers (%)
| Fiscal
Year
Ended
|
|---|
| Mercury American Balanced V.I | 420,462 | 0 | 0 | 0 | 0 | 3,234 | 8.83 | 12/31 | | Mercury Core Bond V.I | 2,671,567 | 0 | 0 | 0 | 0 | 0 | 0 | 12/31 | | Mercury Government Bond V.I | 1,518,757 | 0 | 0 | 0 | 0 | 0 | 0 | 12/31 | | Mercury High Current Income V.I | 1,363,324 | 0 | 0 | 0 | 0 | 2,000 | 59.22 | 12/31 | | ML World Income | 1,091,384 | 0 | 0 | 310,288 | 295,842 | 1,500 | 20.44 | 12/31 | | ML Utilities | 889,003 | 0 | 0 | 230,830 | 214,665 | 10,390 | 8.29 | 11/30 | | Low Duration Master | 1,627,351 | 0 | 0 | 0 | 0 | 0 | 0 | 6/30 | | ML Low Duration | 0 | 0 | 1,937,550 | 2,137,383 | 1,031,261 | 0 | 0 | 6/30 | | Master Inflation Protected | 280,250 | 0 | 0 | 0 | 0 | 0 | 0 | 11/30 | | ML Inflation Protected | 87,193 | 0 | 0 | 408,795 | 88,468 | 0 | 0 | 11/30 | | Master Core Bond | 1,842,742 | 0 | 0 | 0 | 0 | 0 | 0 | 9/30 | | ML Bond Core Bond | 5,545,101 | 0 | 0 | 3,192,562 | 3,352,869 | 0 | 0 | 9/30 | | ML Bond Intermediate Term | 1,661,525 | 0 | 0 | 326,530 | 1,128,657 | 0 | 0 | 9/30 | | Master Real Investment | 470,195 | 0 | 0 | 0 | 0 | 0 | 0 | 11/30 | | ML Real Investment | 168,160 | 0 | 0 | 392,830 | 98,425 | 0 | 0 | 11/30 | | Franklin Templeton Total Return FDP# | 2,955 | 19,036 | 0 | 29,819 | 4,888 | 0 | 0 | 5/31 | | ML Bond High Income | 7,157,090 | 0 | 0 | 3,905,499 | 2,428,012 | 3,625 | 4.41 | 9/30 | | Money Market Taxable | | Master Government Securities | 2,165,461 | 0 | 0 | 0 | 0 | 0 | 0 | 3/31 | | CMA Government Securities | 0 | 0 | 1,449,746 | 722,451 | 56,761 | 0 | 0 | 3/31 | | WCMA Government Securities | 0 | 0 | 1,153,881 | 785,397 | 23,191 | 0 | 0 | 3/31 | | Master Money | 22,428,317 | 0 | 0 | 0 | 0 | 0 | 0 | 3/31 | | CMA Money | 0 | 0 | 22,605,678 | 11,240,321 | 4,673,101 | 0 | 0 | 3/31 | | WCMA Money | 0 | 0 | 20,494,064 | 24,720,732 | 867,351 | 0 | 0 | 3/31 | | Master Treasury | 2,140,629 | 0 | 0 | 0 | 0 | 0 | 0 | 3/31 | | CMA Treasury | 0 | 0 | 1,549,758 | 773,105 | 81,713 | 0 | 0 | 3/31 | | WCMA Treasury | 0 | 0 | 998,363 | 968,971 | 34,314 | 0 | 0 | 3/31 | | ML Ready Assets | 15,609,428 | 0 | 0 | 4,451,278 | 6,325,279 | 0 | 0 | 12/31 | | Mercury Money Reserve | 1,117,925 | 0 | 0 | 0 | 0 | 0 | 0 | 12/31 | | ML USA Government Reserves | 539,664 | 0 | 0 | 138,507 | 190,319 | 0 | 0 | 8/31 | | ML U.S. Treasury | 82,911 | 0 | 0 | 55,371 | 17,257 | 0 | 0 | 11/30 | | Summit | 586,476 | 0 | 0 | 429,520 | 105,404 | 0 | 0 | 5/31 | | ML Retirement Reserves | 17,827,111 | 0 | 0 | 0 | 5,213,119 | 0 | 0 | 10/31 | | Mercury Domestic Money Market V.I | 1,439,509 | 0 | 0 | 62 | 0 | 0 | 0 | 12/31 | | Money Market Tax Exempt | | CMA Arizona | 868,386 | 0 | 0 | 215,398 | 17,863 | 0 | 0 | 3/31 | | CMA California | 9,655,027 | 0 | 0 | 2,901,323 | 205,488 | 0 | 0 | 3/31 | | CMA Connecticut | 2,751,677 | 0 | 0 | 697,728 | 42,698 | 0 | 0 | 3/31 | | CMA Florida++ | 733,161 | 0 | 0 | 175,937 | 15,519 | 0 | 0 | 3/31 | | CMA Massachusetts | 1,821,231 | 0 | 0 | 453,524 | 48,872 | 0 | 0 | 3/31 | | CMA Michigan | 1,573,088 | 0 | 0 | 374,915 | 41,788 | 0 | 0 | 3/31 | | CMA New Jersey | 4,966,589 | 0 | 0 | 1,345,205 | 119,035 | 0 | 0 | 3/31 | | CMA New York | 9,760,798 | 0 | 0 | 2,956,610 | 240,955 | 0 | 0 | 3/31 | | CMA North Carolina | 1,091,501 | 0 | 0 | 272,619 | 31,621 | 0 | 0 | 3/31 | | CMA Ohio | 1,987,424 | 0 | 0 | 496,274 | 59,617 | 0 | 0 | 3/31 | | CMA Pennsylvania | 2,434,466 | 0 | 0 | 600,502 | 72,825 | 0 | 0 | 3/31 | | Master Tax-Exempt | 13,303,547 | 0 | 0 | 0 | 0 | 0 | 0 | 3/31 | | CMA Tax-Exempt | 0 | 0 | 23,045,374 | 11,504,068 | 1,296,614 | 0 | 0 | 3/31 |
Fund
| Advisory
Fees (after
waivers,if
any)($)
| Subadvisory
Fees (after
waivers,if
any)($)
| Administration
Fees ($)
| Distribution
Fees ($)
| Transfer
Agency
Fees ($)
| Aggregate
Commissions
Paid to
Affiliated
Brokers ($)
| Percentage
of Fund’s
Aggregate
Brokerage
Commissions
Paid to
Affiliated
Brokers (%)
| Fiscal
Year
Ended
|
|---|
| WCMA Tax-Exempt | 0 | 0 | 1,809,234 | 1,075,904 | 46,617 | 0 | 0 | 3/31 | | Hedge Funds | | Multi-Strategy Hedge Advantage## | 255,797 | 0 | 0 | 0 | 0 | 0 | 0 | 3/31 | | Multi-Strategy Hedge Opportunities | 1,640,965 | 0 | 0 | 0 | 0 | 0 | 0 | 3/31 |
| * | | These fundsFunds have not yet completed a fulltheir initial fiscal year. The information provided is for the period August 2, 2005 to October 31, 2005.year period. |
| ** | | These fundsDenotes that E&Y was the Fund’s independent registered public accounting firm through June 30, 2006. |
Tax Fees and All Other Fees | | | | | | | | | | | | | | | | Tax Fees | | All Other Fees | Fund | | Fiscal
Year End | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | BlackRock Bond Allocation Target Shares | | | | | | | | | | | Series C Portfolio | | 9/30 | | 3,600 | | — | | 3,500 | | — | Series M Portfolio | | 9/30 | | 3,600 | | — | | 2,500 | | — | Series S Portfolio | | 9/30 | | 3,600 | | — | | 4,000 | | — | Master Value Opportunities LLC | | 3/31 | | — | | — | | — | | — | BlackRock Value Opportunities Fund, Inc. | | 3/31 | | 6,100 | | 6,000 | | — | | — | Master Basic Value LLC | | 6/30 | | 9,200 | | 8,700 | | — | | — | BlackRock Basic Value Fund, Inc. | | 6/30 | | 6,000 | | 5,700 | | — | | — | BlackRock Natural Resources Trust | | 7/31 | | 6,000 | | 5,700 | | — | | — |
| | | | | | | | | | | | | | | | Tax Fees | | All Other Fees | Fund | | Fiscal
Year End | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | BlackRock Global Growth Fund, Inc. | | 8/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Balanced Capital Fund, Inc. | | 9/30 | | 6,000 | | 5,700 | | — | | — | BlackRock Series Fund, Inc. | | | | | | | | | | | BlackRock Balanced Capital Portfolio | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Bond Portfolio | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Fundamental Growth Portfolio | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Global Allocation Portfolio | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Government Income Portfolio | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock High Income Portfolio | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Money Market Portfolio | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Large Cap Core Portfolio | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Global SmallCap Fund, Inc. | | 6/30 | | 6,000 | | 5,700 | | — | | — | Master Bond LLC | | | | | | | | | | | Master Bond Portfolio | | 9/30 | | 9,200 | | 8,700 | | — | | — | BlackRock Bond Fund, Inc. | | | | | | | | | | | BlackRock Bond Fund | | 9/30 | | 6,000 | | 5,700 | | — | | — | BlackRock High Income Fund | | 9/30 | | 6,000 | | 5,700 | | — | | — | BlackRock Municipal Bond Fund, Inc. | | | | | | | | | | | BlackRock Municipal Insured Fund | | 6/30 | | 6,000 | | 5,700 | | — | | — | BlackRock National Municipal Fund | | 6/30 | | 6,000 | | 5,700 | | — | | — | BlackRock Short-Term Municipal Fund | | 6/30 | | 6,000 | | 5,700 | | — | | — | BlackRock High Yield Municipal Fund* | | 6/30 | | — | | — | | — | | — | BlackRock Equity Dividend Fund | | 7/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Global Allocation Fund, Inc. | | 10/31 | | 6,000 | | 5,700 | | — | | — | BlackRock EuroFund | | 10/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Municipal Series Trust | | | | | | | | | | | BlackRock Intermediate Municipal Fund | | 10/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Global Dynamic Equity Fund | | 10/31 | | 6,000 | | — | | — | | — | BlackRock Utilities and Telecommunications Fund, Inc. | | 11/30 | | 6,000 | | 5,700 | | — | | — | BlackRock Mid Cap Value Opportunities Series, Inc. | | | | | | | | | | | BlackRock Mid Cap Value Opportunities Fund | | 1/31 | | 6,100 | | 6,000 | | — | | — |
| | | | | | | | | | | | | | | | Tax Fees | | All Other Fees | Fund | | Fiscal
Year End | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | Managed Account Series | | | | | | | | | | | High Income Portfolio | | 4/30 | | 6,100 | | 6,000 | | — | | — | US Mortgage Portfolio | | 4/30 | | 6,100 | | 6,000 | | — | | — | Global SmallCap Portfolio | | 4/30 | | 6,100 | | 6,000 | | — | | — | Mid Cap Value Opportunities Portfolio | | 4/30 | | 6,100 | | 6,000 | | — | | — | Short-Term Bond Master LLC | | | | | | | | | | | Short-Term Bond Master Portfolio | | 6/30 | | 6,000 | | 5,700 | | — | | — | BlackRock Short-Term Bond Series, Inc. | | | | | | | | | | | BlackRock Short-Term Bond Fund | | 6/30 | | — | | — | | — | | — | BlackRock Focus Value Fund, Inc. | | 7/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Multi-State Municipal Series Trust | | | | | | | | | | | BlackRock Florida Municipal Bond Fund | | 7/31 | | 6,000 | | 5,700 | | — | | — | BlackRock New Jersey Municipal Bond Fund | | 7/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Pennsylvania Municipal Bond Fund | | 7/31 | | 6,000 | | 5,700 | | — | | — | BlackRock New York Municipal Bond Fund | | 9/30 | | 6,000 | | 5,700 | | — | | — | BlackRock Fundamental Growth Fund, Inc. | | 8/31 | | 6,000 | | 5,700 | | — | | — | BlackRock California Municipal Series Trust | | | | | | | | | | | BlackRock California Insured Municipal Bond Fund | | 8/31 | | 6,000 | | 5,700 | | — | | — | Master Focus Twenty LLC | | 11/30 | | — | | — | | — | | — | BlackRock Focus Twenty Fund, Inc. | | 11/30 | | 6,000 | | 5,700 | | — | | — | BlackRock Variable Series Funds, Inc. | | | | | | | | | | | BlackRock Balanced Capital V.I. Fund | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Basic Value V.I. Fund | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Bond V.I. Fund | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Fundamental Growth V.I. Fund | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Global Growth V.I. Fund | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock S&P 500 Index V.I. Fund | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Large Cap Core V.I. Fund | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Large Cap Growth V.I. Fund | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Large Cap Value V.I. Fund | | 12/31 | | 6,000 | | 5,700 | | — | | — |
| | | | | | | | | | | | | | | | Tax Fees | | All Other Fees | Fund | | Fiscal
Year End | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | BlackRock Global Allocation V.I. Fund | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Utilities and Telecommunications V.I. Fund | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Value Opportunities V.I. Fund | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock International Value V.I. Fund | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Government Income V.I. Fund | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock High Income V.I. Fund | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Money Market V.I. Fund | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock World Income Fund, Inc. | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock International Value Trust | | | | | | | | | | | BlackRock International Value Fund | | 6/30 | | 6,000 | | 5,700 | | — | | — | FDP Series, Inc. | | | | | | | | | | | Franklin Templeton Total Return FDP Fund | | 5/31 | | 6,000 | | — | | — | | — | Marsico Growth FDP Fund | | 5/31 | | 6,000 | | — | | — | | — | MFS Research International FDP Fund | | 5/31 | | 6,000 | | — | | — | | — | Van Kampen Value FDP Fund | | 5/31 | | 6,000 | | — | | — | | — | BlackRock Principal Protected Trust | | | | | | | | | | | BlackRock Fundamental Growth Principal Protected Fund | | 6/30 | | 6,000 | | 5,700 | | — | | — | BlackRock Basic Value Principal Protected Fund | | 6/30 | | 6,000 | | 6,300 | | — | | — | BlackRock Core Principal Protected Fund | | 10/31 | | 6,000 | | 5,700 | | — | | — | Master Commodity Strategies LLC | | 11/30 | | 6,000 | | 5,700 | | — | | — | BlackRock Commodity Strategies Fund | | 11/30 | | 6,000 | | 5,700 | | — | | — | The GNMA Fund Investment Accumulation Program, Inc. | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Funds II | | | | | | | | | | | Total Return Portfolio | | 9/30 | | 4,100 | | 3,800 | | 1,500 | | 900 | Delaware Municipal Bond Portfolio | | 9/30 | | 4,100 | | 3,600 | | 300 | | 200 | Enhanced Income Portfolio | | 9/30 | | 4,100 | | 3,600 | | 200 | | 100 | AMT-Free Municipal Bond Portfolio | | 9/30 | | 4,100 | | 3,900 | | 1,500 | | 1,000 | GNMA Portfolio | | 9/30 | | 4,100 | | 3,700 | | 700 | | 500 | Government Income Portfolio | | 9/30 | | 4,100 | | 4,000 | | 3,400 | | 1,100 | High Yield Bond Portfolio | | 9/30 | | 4,100 | | 4,300 | | 4,300 | | 2,100 | Intermediate Bond Portfolio II | | 9/30 | | 4,100 | | 4,300 | | 3,500 | | 2,100 |
| | | | | | | | | | | | | | | | Tax Fees | | All Other Fees | Fund | | Fiscal
Year End | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | Intermediate Government Bond Portfolio | | 9/30 | | 4,100 | | 4,100 | | 2,300 | | 1,700 | International Bond Portfolio | | 9/30 | | 4,100 | | 4,100 | | 2,500 | | 1,900 | Inflation Protected Bond Portfolio | | 9/30 | | 4,100 | | 3,500 | | 200 | | 100 | Kentucky Municipal Bond Portfolio | | 9/30 | | 4,100 | | 3,600 | | 300 | | 200 | Low Duration Bond Portfolio | | 9/30 | | 4,100 | | 4,900 | | 5,500 | | 4,000 | Managed Income Portfolio | | 9/30 | | 4,100 | | 4,200 | | 2,800 | | 1,700 | Ohio Municipal Bond Portfolio | | 9/30 | | 4,100 | | 3,600 | | 500 | | 300 | BlackRock Strategic Portfolio I | | 9/30 | | 4,100 | | 3,600 | | 300 | | 200 | Total Return Portfolio II | | 9/30 | | 4,100 | | 6,100 | | 10,900 | | 6,000 | Conservative Prepared Portfolio* | | 9/30 | | — | | — | | — | | — | Moderate Prepared Portfolio* | | 9/30 | | — | | — | | — | | — | Growth Prepared Portfolio* | | 9/30 | | — | | — | | — | | — | Aggressive Growth Prepared Portfolio* | | 9/30 | | — | | — | | — | | — | Prepared Portfolio 2010* | | 10/31 | | — | | — | | — | | — | Prepared Portfolio 2015* | | 10/31 | | — | | — | | — | | — | Prepared Portfolio 2020* | | 10/31 | | — | | — | | — | | — | Prepared Portfolio 2025* | | 10/31 | | — | | — | | — | | — | Prepared Portfolio 2030* | | 10/31 | | — | | — | | — | | — | Prepared Portfolio 2035* | | 10/31 | | — | | — | | — | | — | Prepared Portfolio 2040* | | 10/31 | | — | | — | | — | | — | Prepared Portfolio 2045* | | 10/31 | | — | | — | | — | | — | Prepared Portfolio 2050* | | 10/31 | | — | | — | | — | | — | Merrill Lynch U.S.A. Government Reserves | | 8/31 | | 6,000 | | 5,700 | | — | | — | Merrill Lynch U.S. Treasury Money Fund | | 11/30 | | 6,000 | | 5,700 | | — | | — | BlackRock Index Funds, Inc. | | | | | | | | | | | BlackRock International Index Fund | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock S&P 500 Index Fund | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Small Cap Index Fund | | 12/31 | | 6,000 | | 5,700 | | — | | — | Quantitative Master Series LLC | | | | | | | | | | | Master Enhanced Small Cap Series | | 12/31 | | 5,800 | | 5,500 | | — | | — | Master Core Bond Enhanced Index Series | | 12/31 | | 22,700 | | 22,700 | | — | | — | Master Enhanced International Series | | 12/31 | | 9,200 | | 9,200 | | — | | — | Master Enhanced S&P 500 Series | | 12/31 | | 9,200 | | 8,700 | | — | | — | Master Extended Market Index Series | | 12/31 | | 9,200 | | 8,700 | | — | | — | Master International Index Series | | 12/31 | | 17,000 | | 16,200 | | — | | — | Master Mid Cap Index Series | | 12/31 | | 9,200 | | 8,700 | | — | | — | Master S&P 500 Index Series | | 12/31 | | 17,000 | | 16,200 | | — | | — | Master Small Cap Index Series | | 12/31 | | 17,000 | | 16,200 | | — | | — |
| | | | | | | | | | | | | | | | Tax Fees | | All Other Fees | Fund | | Fiscal
Year End | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | Merrill Lynch Ready Assets Trust | | 12/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Healthcare Fund, Inc. | | 4/30 | | 6,100 | | 6,000 | | — | | — | BlackRock Global Technology Fund, Inc. | | 3/31 | | 6,100 | | 6,000 | | — | | — | Master Government Securities LLC | | 3/31 | | 9,200 | | 9,200 | | — | | — | Master Money LLC | | 3/31 | | 9,200 | | 9,200 | | — | | — | Master Treasury LLC | | 3/31 | | 9,200 | | 9,200 | | — | | — | Master Tax-Exempt LLC | | 3/31 | | 6,800 | | 6,800 | | — | | — | CMA Money Fund | | 3/31 | | 6,100 | | 6,000 | | — | | — | CMA Government Securities Fund | | 3/31 | | 6,100 | | 6,000 | | — | | — | CMA Tax-Exempt Fund | | 3/31 | | 6,100 | | 6,000 | | — | | — | CMA Treasury Fund | | 3/31 | | 6,100 | | 6,000 | | — | | — | WCMA Government Securities Fund | | 3/31 | | 6,100 | | 6,000 | | — | | — | WCMA Money Fund | | 3/31 | | 6,100 | | 6,000 | | — | | — | WCMA Tax-Exempt Fund | | 3/31 | | 6,100 | | 6,000 | | — | | — | WCMA Treasury Fund | | 3/31 | | 6,100 | | 6,000 | | — | | — | CMA Multi-State Municipal Series Trust | | | | | | | | | | | CMA Arizona Municipal Money Fund | | 3/31 | | 6,100 | | 6,000 | | — | | — | CMA California Municipal Money Fund | | 3/31 | | 6,100 | | 6,000 | | — | | — | CMA Connecticut Municipal Money Fund | | 3/31 | | 6,100 | | 6,000 | | — | | — | CMA Massachusetts Municipal Money Fund | | 3/31 | | 6,100 | | 6,000 | | — | | — | CMA Michigan Municipal Money Fund | | 3/31 | | 6,100 | | 6,000 | | — | | — | CMA New Jersey Municipal Money Fund | | 3/31 | | 6,100 | | 6,000 | | — | | — | CMA New York Municipal Money Fund | | 3/31 | | 6,100 | | 6,000 | | — | | — | CMA North Carolina Municipal Money Fund | | 3/31 | | 6,100 | | 6,000 | | — | | — | CMA Ohio Municipal Money Fund | | 3/31 | | 6,100 | | 6,000 | | — | | — | CMA Pennsylvania Municipal Money Fund | | 3/31 | | 6,100 | | 6,000 | | — | | — | CMA Florida Municipal Money Fund | | 3/31 | | 6,100 | | 6,000 | | — | | — | BlackRock Developing Capital Markets Fund, Inc. | | 6/30 | | 6,000 | | 5,700 | | — | | — | BlackRock Latin America Fund, Inc. | | 11/30 | | 6,000 | | 5,700 | | — | | — | BlackRock Pacific Fund, Inc. | | 12/31 | | 6,000 | | 5,700 | | — | | — | Global Financial Services Master LLC | | 9/30 | | — | | — | | — | | — | BlackRock Global Financial Services Fund, Inc. | | 9/30 | | 6,000 | | 5,700 | | — | | — |
| | | | | | | | | | | | | | | | Tax Fees | | All Other Fees | Fund | | Fiscal
Year End | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | BlackRock Financial Institution Series Trust | | | | | | | | | | | BlackRock Summit Cash Reserves Fund | | 5/31 | | 6,000 | | 5,700 | | — | | — | Master Large Cap Series LLC | | | | | | | | | | | Master Large Cap Core Portfolio | | 10/31 | | 9,200 | | 8,700 | | — | | — | Master Large Cap Growth Portfolio | | 10/31 | | — | | — | | — | | — | Master Large Cap Value Portfolio | | 10/31 | | — | | — | | — | | — | BlackRock Large Cap Series Funds, Inc. | | | | | | | | | | | BlackRock Large Cap Core Fund | | 10/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Large Cap Growth Fund | | 10/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Large Cap Value Fund | | 10/31 | | 6,000 | | 5,700 | | — | | — | Merrill Lynch Retirement Series Trust | | | | | | | | | | | Merrill Lynch Retirement Reserves Money Fund | | 10/31 | | 6,000 | | 5,700 | | — | | — | Master Institutional Money Market LLC | | | | | | | | | | | Merrill Lynch Premier Institutional Portfolio | | 4/30 | | 6,600 | | 6,600 | | — | | — | Merrill Lynch Institutional Portfolio | | 4/30 | | 5,500 | | 5,500 | | — | | — | Merrill Lynch Institutional Tax-Exempt Portfolio | | 4/30 | | 5,500 | | 5,500 | | — | | — | Merrill Lynch Funds For Institutions Series | | 4/30 | | | | | | | | | Merrill Lynch Government Fund | | 4/30 | | 6,100 | | 4,800 | | — | | — | Merrill Lynch Treasury Fund | | 4/30 | | 6,100 | | 4,800 | | — | | — | Merrill Lynch Institutional Fund | | 4/30 | | 6,100 | | 4,800 | | — | | — | Merrill Lynch Premier Institutional Fund | | 4/30 | | 6,100 | | 4,800 | | — | | — | Merrill Lynch Institutional Tax-Exempt Fund | | 4/30 | | 6,100 | | 4,800 | | — | | — | BlackRock Master LLC | | | | | | | | | | | BlackRock Master Small Cap Growth Portfolio | | 5/31 | | — | | — | | — | | — | BlackRock Master International Portfolio | | 5/31 | | — | | — | | — | | — | BlackRock Series, Inc. | | | | | | | | | | | BlackRock International Fund | | 5/31 | | 6,000 | | 5,700 | | — | | — | BlackRock Small Cap Growth Fund II | | 5/31 | | 6,000 | | 5,700 | | — | | — | BlackRock FundsSM | | | | | | | | | | | Asset Allocation Portfolio | | 9/30 | | 4,100 | | 4,200 | | 3,100 | | 1,800 | All-Cap Global Resources Portfolio | | 9/30 | | 4,100 | | 300 | | 2,400 | | 100 | Aurora Portfolio | | 9/30 | | 4,100 | | 5,900 | | 9,100 | | 6,900 |
| | | | | | | | | | | | | | | | Tax Fees | | All Other Fees | Fund | | Fiscal
Year End | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most Recent
Fiscal Year
End ($) | Investment Trust | | 9/30 | | 4,100 | | 4,800 | | 5,000 | | 3,300 | Exchange Portfolio | | 9/30 | | 4,100 | | 1,300 | | 1,200 | | 700 | Global Opportunities Portfolio | | 9/30 | | 4,100 | | — | | 100 | | — | Global Resources Portfolio | | 9/30 | | 4,100 | | 7,100 | | 4,600 | | 2,200 | Global Science & Technology Opportunities Portfolio | | 9/30 | | 4,100 | | 3,500 | | 1,900 | | 2,300 | Health Sciences Opportunities Portfolio | | 9/30 | | 4,100 | | 4,000 | | 3,000 | | 300 | International Opportunities Portfolio | | 9/30 | | 4,100 | | 4,300 | | 8,500 | | 9,700 | Capital Appreciation Portfolio | | 9/30 | | 4,100 | | 3,800 | | 1,100 | | 700 | Mid-Cap Growth Equity Portfolio | | 9/30 | | 4,100 | | 3,900 | | 1,800 | | 1,000 | Mid-Cap Value Equity Portfolio | | 9/30 | | 4,100 | | 4,200 | | 3,300 | | 1,600 | Small Cap Growth Equity Portfolio | | 9/30 | | 4,100 | | 4,100 | | 2,700 | | 1,200 | Small Cap Core Equity Portfolio | | 9/30 | | 4,100 | | 3,600 | | 300 | | 100 | Small Cap Value Equity Portfolio | | 9/30 | | 4,100 | | 3,600 | | 400 | | 300 | Small/Mid-Cap Growth Portfolio | | 9/30 | | 4,100 | | 3,800 | | 1,200 | | 700 | U.S. Opportunities Portfolio | | 9/30 | | 4,100 | | 3,600 | | 600 | | 200 | Index Equity Portfolio | | 9/30 | | 4,100 | | 2,300 | | 4,800 | | 3,100 | Money Market Portfolio | | 9/30 | | 3,600 | | 4,900 | | 6,100 | | 3,500 | Municipal Money Market Portfolio | | 9/30 | | 3,600 | | 3,800 | | 1,300 | | 700 | U.S. Treasury Money Market Portfolio | | 9/30 | | 3,600 | | 3,900 | | 1,800 | | 900 | North Carolina Municipal Money Market Portfolio | | 9/30 | | 3,600 | | 3,600 | | 300 | | 100 | New Jersey Municipal Money Market Portfolio | | 9/30 | | 3,600 | | 3,700 | | 700 | | 300 | Ohio Municipal Money Market Portfolio | | 9/30 | | 3,600 | | 3,600 | | 600 | | 400 | Pennsylvania Municipal Money Market Portfolio | | 9/30 | | 3,600 | | 4,000 | | 2,200 | | 1,200 | Virginia Municipal Money Market Portfolio | | 9/30 | | 3,600 | | 3,500 | | 200 | | — |
| * | | Funds have not completed a fulltheir initial fiscal year. The information provided is for the period July 29, 2005 to October 31, 2005.year or period. |
Fees for non-audit services provided to the Fund’s Affiliated Service Providers for which pre-approval by the Audit Committee was required: | | | | | | | | | | | | | | | | Audit-Related Fees ($) | | Tax Fees ($) | | All Other Fees ($) | Fund | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | BlackRock Bond Allocation Target Shares | | | | | | | | | | | | | Series C Portfolio | | — | | — | | — | | — | | — | | — | Series M Portfolio | | — | | — | | — | | — | | — | | — | Series S Portfolio | | — | | — | | — | | — | | — | | — | Master Value Opportunities LLC | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Value Opportunities Fund, Inc. | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Master Basic Value LLC | | 1,227,000 | | 945,000 | | — | | — | | — | | — | BlackRock Basic Value Fund, Inc. | | 1,227,000 | | 945,000 | | — | | — | | — | | — | BlackRock Natural Resources Trust | | 1,409,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Global Growth Fund, Inc. | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Balanced Capital Fund, Inc. | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Series Fund, Inc. | | | | | | | | | | | | | BlackRock Balanced Capital Portfolio | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Bond Portfolio | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Fundamental Growth Portfolio | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Global Allocation Portfolio | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Government Income Portfolio | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock High Income Portfolio | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Money Market Portfolio | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Large Cap Core Portfolio | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Global SmallCap Fund, Inc. | | 1,227,000 | | 945,000 | | — | | — | | — | | — | Master Bond LLC | | | | | | | | | | | | | Master Bond Portfolio | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Bond Fund, Inc. | | | | | | — | | — | | — | | — | BlackRock Bond Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock High Income Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — |
| | | | | | | | | | | | | | | | Audit-Related Fees ($) | | Tax Fees ($) | | All Other Fees ($) | Fund | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | BlackRock Municipal Bond Fund, Inc. | | | | | | | | | | | | | BlackRock Municipal Insured Fund | | 1,227,000 | | 945,000 | | — | | — | | — | | — | BlackRock National Municipal Fund | | 1,227,000 | | 945,000 | | — | | — | | — | | — | BlackRock Short-Term Municipal Fund | | 1,227,000 | | 945,000 | | — | | — | | — | | — | BlackRock High Yield Municipal Fund | | 1,227,000 | | 945,000 | | — | | — | | — | | — | BlackRock Equity Dividend Fund | | 1,409,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Global Allocation Fund, Inc. | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock EuroFund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Municipal Series Trust | | | | | | | | | | | | | BlackRock Intermediate Municipal Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Global Dynamic Equity Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Utilities and Telecommunications Fund, Inc. | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Mid Cap Value Opportunities Series, Inc. | | | | | | | | | | | | | BlackRock Mid Cap Value Opportunities Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Managed Account Series | | | | | | | | | | | | | High Income Portfolio | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | US Mortgage Portfolio | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Global SmallCap Portfolio | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Mid Cap Value Opportunities Portfolio | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Short-Term Bond Master LLC | | | | | | | | | | | | | Short-Term Bond Master Portfolio | | 1,227,000 | | 945,000 | | — | | — | | — | | — | BlackRock Short-Term Bond Series, Inc. | | | | | | | | | | | | | BlackRock Short-Term Bond Fund | | 1,227,000 | | 945,000 | | — | | — | | — | | — |
| | | | | | | | | | | | | | | | Audit-Related Fees ($) | | Tax Fees ($) | | All Other Fees ($) | Fund | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | BlackRock Focus Value Fund, Inc. | | 1,409,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Multi-State Municipal Series Trust | | | | | | | | | | | | | BlackRock Florida Municipal Bond Fund | | 1,409,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock New Jersey Municipal Bond Fund | | 1,409,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Pennsylvania Municipal Bond Fund | | 1,409,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock New York Municipal Bond Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Fundamental Growth Fund, Inc. | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock California Municipal Series Trust | | | | | | | | | | | | | BlackRock California Insured Municipal Bond Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Master Focus Twenty LLC | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Focus Twenty Fund, Inc. | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Variable Series Funds, Inc. | | | | | | | | | | | | | BlackRock Balanced Capital V.I. Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Basic Value V.I. Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Bond V.I. Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Fundamental Growth V.I. Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Global Growth V.I. Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock S&P 500 Index V.I. Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Large Cap Core V.I. Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Large Cap Growth V.I. Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Large Cap Value V.I. Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — |
| | | | | | | | | | | | | | | | Audit-Related Fees ($) | | Tax Fees ($) | | All Other Fees ($) | Fund | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | BlackRock Global Allocation V.I. Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Utilities and Telecommunications V.I. Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Value Opportunities V.I. Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock International Value V.I. Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Government Income V.I. Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock High Income V.I. Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Money Market V.I. Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock World Income Fund, Inc. | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock International Value Trust | | | | | | | | | | | | | BlackRock International Value Fund | | 1,227,000 | | 945,000 | | — | | — | | — | | — | FDP Series, Inc. | | | | | | | | | | | | | Franklin Templeton Total Return FDP Fund | | 1,227,000 | | — | | — | | — | | — | | — | Marsico Growth FDP Fund | | 1,227,000 | | — | | — | | — | | — | | — | MFS Research International FDP Fund | | 1,227,000 | | — | | — | | — | | — | | — | Van Kampen Value FDP Fund | | 1,227,000 | | — | | — | | — | | — | | — | BlackRock Principal Protected Trust | | | | | | | | | | | | | BlackRock Fundamental Growth Principal Protected Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Basic Value Principal Protected Fund | | 1,227,000 | | 945,000 | | — | | — | | — | | — | BlackRock Core Principal Protected Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Master Commodity Strategies LLC | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — |
| | | | | | | | | | | | | | | | Audit-Related Fees ($) | | Tax Fees ($) | | All Other Fees ($) | Fund | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | BlackRock Commodity Strategies Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | The GNMA Fund Investment Accumulation Program, Inc. | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Funds II | | | | | | | | | | | | | Total Return Portfolio | | — | | — | | — | | — | | — | | — | Delaware Municipal Bond Portfolio | | — | | — | | — | | — | | — | | — | Enhanced Income Portfolio | | — | | — | | — | | — | | — | | — | AMT-Free Municipal Bond Portfolio | | — | | — | | — | | — | | — | | — | GNMA Portfolio | | — | | — | | — | | — | | — | | — | Government Income Portfolio | | — | | — | | — | | — | | — | | — | High Yield Bond Portfolio | | — | | — | | — | | — | | — | | — | Intermediate Bond Portfolio II | | — | | — | | — | | — | | — | | — | Intermediate Government Bond Portfolio | | — | | — | | — | | — | | — | | — | International Bond Portfolio | | — | | — | | — | | — | | — | | — | Inflation Protected Bond Portfolio | | — | | — | | — | | — | | — | | — | Kentucky Municipal Bond Portfolio | | — | | — | | — | | — | | — | | — | Low Duration Bond Portfolio | | — | | — | | — | | — | | — | | — | Managed Income Portfolio | | — | | — | | — | | — | | — | | — | Ohio Municipal Bond Portfolio | | — | | — | | — | | — | | — | | — | BlackRock Strategic Portfolio I | | — | | — | | — | | — | | — | | — | Total Return Portfolio II | | — | | — | | — | | — | | — | | — | Conservative Prepared Portfolio* | | — | | — | | — | | — | | — | | — | Moderate Prepared Portfolio* | | — | | — | | — | | — | | — | | — | Growth Prepared Portfolio* | | — | | — | | — | | — | | — | | — |
| | | | | | | | | | | | | | | | Audit-Related Fees ($) | | Tax Fees ($) | | All Other Fees ($) | Fund | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | Aggressive Growth Prepared Portfolio* | | — | | — | | — | | — | | — | | — | Prepared Portfolio 2010* | | — | | — | | — | | — | | — | | — | Prepared Portfolio 2015* | | — | | — | | — | | — | | — | | — | Prepared Portfolio 2020* | | — | | — | | — | | — | | — | | — | Prepared Portfolio 2025* | | — | | — | | — | | — | | — | | — | Prepared Portfolio 2030* | | — | | — | | — | | — | | — | | — | Prepared Portfolio 2035* | | — | | — | | — | | — | | — | | — | Prepared Portfolio 2040* | | — | | — | | — | | — | | — | | — | Prepared Portfolio 2045* | | — | | — | | — | | — | | — | | — | Prepared Portfolio 2050* | | — | | — | | — | | — | | — | | — | Merrill Lynch U.S.A. Government Reserves | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Merrill Lynch U.S. Treasury Money Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Index Funds, Inc. | | | | | | | | | | | | | BlackRock International Index Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock S&P 500 Index Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Small Cap Index Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Quantitative Master Series LLC | | | | | | | | | | | | | Master Enhanced Small Cap Series | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Master Core Bond Enhanced Index Series | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Master Enhanced International Series | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Master Enhanced S&P 500 Series | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Master Extended Market Index Series | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Master International Index Series | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — |
| | | | | | | | | | | | | | | | Audit-Related Fees ($) | | Tax Fees ($) | | All Other Fees ($) | Fund | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | Master Mid Cap Index Series | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Master S&P 500 Index Series | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Master Small Cap Index Series | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Merrill Lynch Ready Assets Trust | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Healthcare Fund, Inc. | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Global Technology Fund, Inc. | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Master Government Securities LLC | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Master Money LLC | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Master Treasury LLC | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Master Tax-Exempt LLC | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | CMA Money Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | CMA Government Securities Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | CMA Tax-Exempt Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | CMA Treasury Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | WCMA Government Securities Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | WCMA Money Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | WCMA Tax-Exempt Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | WCMA Treasury Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | CMA Multi-State Municipal Series Trust | | | | | | | | | | | | | CMA Arizona Municipal Money Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | CMA California Municipal Money Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | CMA Connecticut Municipal Money Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | CMA Massachusetts Municipal Money Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | CMA Michigan Municipal Money Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | CMA New Jersey Municipal Money Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | CMA New York Municipal Money Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — |
| | | | | | | | | | | | | | | | Audit-Related Fees ($) | | Tax Fees ($) | | All Other Fees ($) | Fund | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
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Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | CMA North Carolina Municipal Money Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | CMA Ohio Municipal Money Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | CMA Pennsylvania Municipal Money Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | CMA Florida Municipal Money Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Developing Capital Markets Fund, Inc. | | 1,227,000 | | 945,000 | | — | | — | | — | | — | BlackRock Latin America Fund, Inc. | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Pacific Fund, Inc. | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Global Financial Services Master LLC | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Global Financial Services Fund, Inc. | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Financial Institution Series Trust | | | | | | | | | | | | | BlackRock Summit Cash Reserves Fund | | 1,227,000 | | 945,000 | | — | | — | | — | | — | Master Large Cap Series LLC | | | | | | | | | | | | | Master Large Cap Core Portfolio | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Master Large Cap Growth Portfolio | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Master Large Cap Value Portfolio | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Large Cap Series Funds, Inc. | | | | | | | | | | | | | BlackRock Large Cap Core Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Large Cap Growth Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Large Cap Value Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Merrill Lynch Retirement Series Trust | | | | | | | | | | | | | Merrill Lynch Retirement Reserves Money Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — |
| | | | | | | | | | | | | | | | Audit-Related Fees ($) | | Tax Fees ($) | | All Other Fees ($) | Fund | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | Master Institutional Money Market LLC | | | | | | | | | | | | | Merrill Lynch Premier Institutional Portfolio | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Merrill Lynch Institutional Portfolio | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Merrill Lynch Institutional Tax-Exempt Portfolio | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Merrill Lynch Funds For Institutions Series | | | | | | | | | | | | | Merrill Lynch Government Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Merrill Lynch Treasury Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Merrill Lynch Institutional Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Merrill Lynch Premier Institutional Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | Merrill Lynch Institutional Tax-Exempt Fund | | 1,739,500 | | 1,227,000 | | — | | — | | — | | — | BlackRock Master LLC | | | | | | | | | | | | | BlackRock Master Small Cap Growth Portfolio | | 1,227,000 | | 945,000 | | — | | — | | — | | — | BlackRock Master International Portfolio | | 1,227,000 | | 945,000 | | — | | — | | — | | — | BlackRock Series, Inc. | | | | | | | | | | | | | BlackRock International Fund | | 1,227,000 | | 945,000 | | — | | — | | — | | — | BlackRock Small Cap Growth Fund II | | 1,227,000 | | 945,000 | | — | | — | | — | | — | BlackRock FundsSM | | | | | | | | | | | | | Asset Allocation Portfolio | | — | | — | | — | | — | | — | | — | All-Cap Global Resources Portfolio | | — | | — | | — | | — | | — | | — | Aurora Portfolio | | — | | — | | — | | — | | — | | — | Investment Trust | | — | | — | | — | | — | | — | | — | Exchange Portfolio | | — | | — | | — | | — | | — | | — | Global Opportunities Portfolio | | — | | — | | — | | — | | — | | — |
# | | | | | | | | | | | | | | | These fundsAudit-Related Fees ($) | | Tax Fees ($) | | All Other Fees ($) | Fund | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | Most Recent
Fiscal Year
($) | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | Global Resources Portfolio | | — | | — | | — | | — | | — | | — | Global Science & Technology Opportunities Portfolio | | — | | — | | — | | — | | — | | — | Health Sciences Opportunities Portfolio | | — | | — | | — | | — | | — | | — | International Opportunities Portfolio | | — | | — | | — | | — | | — | | — | Capital Appreciation Portfolio | | — | | — | | — | | — | | — | | — | Mid-Cap Growth Equity Portfolio | | — | | — | | — | | — | | — | | — | Mid-Cap Value Equity Portfolio | | — | | — | | — | | — | | — | | — | Small Cap Growth Equity Portfolio | | — | | — | | — | | — | | — | | — | Small Cap Core Equity Portfolio | | — | | — | | — | | — | | — | | — | Small Cap Value Equity Portfolio | | — | | — | | — | | — | | — | | — | Small/Mid-Cap Growth Portfolio | | — | | — | | — | | — | | — | | — | U.S. Opportunities Portfolio | | — | | — | | — | | — | | — | | — | Index Equity Portfolio | | — | | — | | — | | — | | — | | — | Money Market Portfolio | | — | | — | | — | | — | | — | | — | Municipal Money Market Portfolio | | — | | — | | — | | — | | — | | — | U.S. Treasury Money Market Portfolio | | — | | — | | — | | — | | — | | — | North Carolina Municipal Money Market Portfolio | | — | | — | | — | | — | | — | | — | New Jersey Municipal Money Market Portfolio | | — | | — | | — | | — | | — | | — | Ohio Municipal Money Market Portfolio | | — | | — | | — | | — | | — | | — | Pennsylvania Municipal Money Market Portfolio | | — | | — | | — | | — | | — | | — | Virginia Municipal Money Market Portfolio | | — | | — | | — | | — | | — | | — |
| * | | Funds have not completed a fulltheir initial fiscal year. The information provided is for the period July 27, 2005 to November 30, 2005.year or period. |
Aggregate non-audit fees for services provided to the Fund, its investment adviser, and its Affiliated Service Providers, regardless of whether pre-approval was required: | | | | | | | | Aggregate Non-Audit Fees ($) | Fund | | Most Recent Fiscal
Year ($) | | Fiscal Year Prior to
Most Recent Fiscal
Year End ($) | BlackRock Bond Allocation Target Shares | | | | | Series C Portfolio | | 1,324,269 | | 1,350,150 | Series M Portfolio | | 1,323,069 | | 1,350,150 | Series S Portfolio | | 1,324,769 | | 1,350,150 | Master Value Opportunities LLC | | 3,016,200 | | 3,754,550 | BlackRock Value Opportunities Fund, Inc. | | 3,022,300 | | 3,760,550 | Master Basic Value LLC | | 2,919,000 | | 8,190,005 | BlackRock Basic Value Fund, Inc. | | 2,915,800 | | 8,187,605 | BlackRock Natural Resources Trust | | 2,192,750 | | 7,932,366 | BlackRock Global Growth Fund, Inc. | | 3,104,500 | | 7,382,727 | BlackRock Balanced Capital Fund, Inc. | | 3,056,250 | | 6,834,688 | BlackRock Series Fund, Inc. | | 3,198,126 | | 5,691,886 | BlackRock Balanced Capital Portfolio | | 3,077,450 | | 5,583,471 | BlackRock Bond Portfolio | | 3,077,450 | | 5,583,471 | BlackRock Fundamental Growth Portfolio | | 3,077,450 | | 5,583,471 | BlackRock Global Allocation Portfolio | | 3,077,450 | | 5,583,471 | BlackRock Government Income Portfolio | | 3,077,450 | | 5,583,471 | BlackRock High Income Portfolio | | 3,077,450 | | 5,583,471 | BlackRock Money Market Portfolio | | 3,077,450 | | 5,583,471 | BlackRock Large Cap Core Portfolio | | 3,077,450 | | 5,583,471 | BlackRock Global SmallCap Fund, Inc. | | 2,915,800 | | 8,187,605 | Master Bond LLC | | | | | Master Bond Portfolio | | 3,059,450 | | 6,837,688 | BlackRock Bond Fund, Inc. | | | | | BlackRock Bond Fund | | 3,056,250 | | 6,835,003 | BlackRock High Income Fund | | 3,056,250 | | 6,834,688 | BlackRock Municipal Bond Fund, Inc. | | | | | BlackRock Municipal Insured Fund | | 2,915,800 | | 8,187,005 | BlackRock National Municipal Fund | | 2,915,800 | | 8,197,505 | BlackRock Short-Term Municipal Fund | | 2,931,200 | | 8,187,005 | BlackRock High Yield Municipal Fund* | | — | | — | BlackRock Equity Dividend Fund | | 2,208,150 | | 7,932,366 | BlackRock Global Allocation Fund, Inc. | | 3,228,137 | | 6,284,574 | BlackRock EuroFund | | 3,222,583 | | 6,283,449 | BlackRock Municipal Series Trust | | | | | BlackRock Intermediate Municipal Fund | | 3,210,783 | | 6,283,449 | BlackRock Global Dynamic Equity Fund | | 3,214,851 | | 6,277,749 | BlackRock Utilities and Telecommunications Fund, Inc. | | 3,144,117 | | 5,743,810 | BlackRock Mid Cap Value Opportunities Series, Inc. | | 3,053,033 | | 5,477,788 | BlackRock Mid Cap Value Opportunities Fund | | 3,059,133 | | 5,483,788 | Managed Account Series | | | | | High Income Portfolio | | 3,003,733 | | — | US Mortgage Portfolio | | 3,003,733 | | — | Global SmallCap Portfolio | | 3,003,733 | | — | Mid Cap Value Opportunities Portfolio | | 3,003,733 | | — |
| | | | | | | | Aggregate Non-Audit Fees ($) | Fund | | Most Recent Fiscal
Year ($) | | Fiscal Year Prior to
Most Recent Fiscal
Year End ($) | Short-Term Bond Master LLC | | | | | Short-Term Bond Master Portfolio | | 2,915,800 | | 8,187,005 | BlackRock Short-Term Bond Series, Inc. | | | | | BlackRock Short-Term Bond Fund | | 2,909,800 | | 8,181,305 | BlackRock Focus Value Fund, Inc. | | 2,192,750 | | 7,932,366 | BlackRock Multi-State Municipal Series Trust | | | | | BlackRock Florida Municipal Bond Fund | | 2,192,750 | | 7,932,366 | BlackRock New Jersey Municipal Bond Fund | | 2,208,150 | | 7,932,366 | BlackRock Pennsylvania Municipal Bond Fund | | 2,208,150 | | 7,932,366 | BlackRock New York Municipal Bond Fund | | 3,056,250 | | 6,834,388 | BlackRock Fundamental Growth Fund, Inc. | | 3,105,061 | | 7,382,727 | BlackRock California Municipal Series Trust | | | | | BlackRock California Insured Municipal Bond Fund | | 3,104,500 | | 7,384,327 | Master Focus Twenty LLC | | 3,138,117 | | 5,738,110 | BlackRock Focus Twenty Fund, Inc. | | 3,144,117 | | 5,743,810 | BlackRock Variable Series Funds, Inc. | | 3,214,742 | | 5,708,811 | BlackRock Balanced Capital V.I. Fund | | 3,077,450 | | 5,583,471 | BlackRock Basic Value V.I. Fund | | 3,077,450 | | 5,583,471 | BlackRock Bond V.I. Fund | | 3,077,450 | | 5,583,471 | BlackRock Fundamental Growth V.I. Fund | | 3,077,450 | | 5,583,471 | BlackRock Global Growth V.I. Fund | | 3,077,450 | | 5,583,471 | BlackRock S&P 500 Index V.I. Fund | | 3,077,450 | | 5,583,471 | BlackRock Large Cap Core V.I. Fund | | 3,077,450 | | 5,583,471 | BlackRock Large Cap Growth V.I. Fund | | 3,077,450 | | 5,583,471 | BlackRock Large Cap Value V.I. Fund | | 3,077,450 | | 5,583,471 | BlackRock Global Allocation V.I. Fund | | 3,077,450 | | 5,583,471 | BlackRock Utilities and Telecommunications V.I. Fund | | 3,077,450 | | 5,583,471 | BlackRock Value Opportunities V.I. Fund | | 3,077,450 | | 5,583,471 | BlackRock International Value V.I. Fund | | 3,077,450 | | 5,583,471 | BlackRock Government Income V.I. Fund | | 3,077,450 | | 5,583,471 | BlackRock High Income V.I. Fund | | 3,077,450 | | 5,583,471 | BlackRock Money Market V.I. Fund | | 3,077,450 | | 5,583,471 | BlackRock World Income Fund, Inc. | | 3,077,450 | | 5,583,936 | BlackRock International Value Trust | | | | | BlackRock International Value Fund | | 2,915,800 | | 8,187,005 | FDP Series, Inc. | | | | | Franklin Templeton Total Return FDP Fund | | 3,130,717 | | — | Marsico Growth FDP Fund | | 3,130,717 | | — | MFS Research International FDP Fund | | 3,130,717 | | — | Van Kampen Value FDP Fund | | 3,130,717 | | — | BlackRock Principal Protected Trust | | | | | BlackRock Fundamental Growth Principal Protected Fund | | 3,105,454 | | 7,382,727 | BlackRock Basic Value Principal Protected Fund | | 2,915,800 | | 8,187,605 | BlackRock Core Principal Protected Fund | | 3,210,783 | | 6,283,449 | Master Commodity Strategies LLC | | 3,147,317 | | 5,743,810 | BlackRock Commodity Strategies Fund | | 3,144,117 | | 5,743,810 | The GNMA Fund Investment Accumulation Program, Inc. | | 3,077,450 | | 5,583,471 |
| | | | | | | | Aggregate Non-Audit Fees ($) | Fund | | Most Recent Fiscal
Year ($) | | Fiscal Year Prior to
Most Recent Fiscal
Year End ($) | BlackRock Funds II | | | | | Total Return Portfolio | | 1,329,069 | | 1,358,250 | Delaware Municipal Bond Portfolio | | 1,322,669 | | 1,357,050 | Enhanced Income Portfolio | | 1,325,569 | | 1,356,950 | AMT-Free Municipal Bond Portfolio | | 1,325,469 | | 1,358,450 | GNMA Portfolio | | 1,331,969 | | 1,357,550 | Government Income Portfolio | | 1,329,669 | | 1,358,850 | High Yield Bond Portfolio | | 1,331,669 | | 1,360,450 | Intermediate Bond Portfolio II | | 1,331,269 | | 1,360,450 | Intermediate Government Bond Portfolio | | 1,327,569 | | 1,359,650 | International Bond Portfolio | | 1,328,769 | | 1,359,950 | Inflation Protected Bond Portfolio | | 1,323,269 | | 1,356,750 | Kentucky Municipal Bond Portfolio | | 1,322,869 | | 1,357,050 | Low Duration Bond Portfolio | | 1,332,369 | | 1,363,650 | Managed Income Portfolio | | 1,332,669 | | 1,359,850 | Ohio Municipal Bond Portfolio | | 1,323,069 | | 1,357,150 | BlackRock Strategic Portfolio I | | 1,321,869 | | 1,357,050 | Total Return Portfolio II | | 1,342,969 | | 1,368,150 | Conservative Prepared Portfolio* | | — | | — | Moderate Prepared Portfolio* | | — | | — | Growth Prepared Portfolio* | | — | | — | Aggressive Growth Prepared Portfolio* | | — | | — | Prepared Portfolio 2010* | | — | | — | Prepared Portfolio 2015* | | — | | — | Prepared Portfolio 2020* | | — | | — | Prepared Portfolio 2025* | | — | | — | Prepared Portfolio 2030* | | — | | — | Prepared Portfolio 2035* | | — | | — | Prepared Portfolio 2040* | | — | | — | Prepared Portfolio 2045* | | — | | — | Prepared Portfolio 2050* | | — | | — | Merrill Lynch U.S.A. Government Reserves | | 3,104,500 | | 7,384,027 | Merrill Lynch U.S. Treasury Money Fund | | 3,144,117 | | 5,743,810 | BlackRock Index Funds, Inc. | | | | | BlackRock International Index Fund | | 3,077,450 | | 5,583,471 | BlackRock S&P 500 Index Fund | | 3,077,450 | | 5,583,471 | BlackRock Small Cap Index Fund | | 3,077,450 | | 5,583,471 | Quantitative Master Series LLC | | | | | Master Enhanced Small Cap Series | | 3,077,250 | | 5,583,271 | Master Core Bond Enhanced Index Series | | 3,077,250 | | 5,586,471 | Master Enhanced International Series | | 3,080,550 | | 5,586,471 | Master Enhanced S&P 500 Series | | 3,080,650 | | 5,586,471 | Master Extended Market Index Series | | 3,080,650 | | 5,586,471 | Master International Index Series | | 3,088,450 | | 5,593,971 | Master Mid Cap Index Series | | 3,080,650 | | 5,586,471 | Master S&P 500 Index Series | | 3,112,450 | | 5,615,571 | Master Small Cap Index Series | | 3,112,450 | | 5,615,571 | Merrill Lynch Ready Assets Trust | | 3,077,450 | | 5,583,471 |
| | | | | | | | Aggregate Non-Audit Fees ($) | Fund | | Most Recent Fiscal
Year ($) | | Fiscal Year Prior to
Most Recent Fiscal
Year End ($) | BlackRock Healthcare Fund, Inc. | | 3,003,733 | | 3,445,333 | BlackRock Global Technology Fund, Inc. | | 3,022,300 | | 3,760,550 | Master Government Securities LLC | | 3,025,400 | | 3,763,750 | Master Money LLC | | 3,025,400 | | 3,763,750 | Master Treasury LLC | | 3,025,400 | | 3,763,750 | Master Tax-Exempt LLC | | 3,023,000 | | 3,761,350 | CMA Money Fund | | 3,022,300 | | 3,760,550 | CMA Government Securities Fund | | 3,022,300 | | 3,760,550 | CMA Tax-Exempt Fund | | 3,022,300 | | 3,760,550 | CMA Treasury Fund | | 3,022,300 | | 3,760,550 | WCMA Government Securities Fund | | 3,022,300 | | 3,760,550 | WCMA Money Fund | | 3,022,300 | | 3,760,550 | WCMA Tax-Exempt Fund | | 3,022,300 | | 3,760,550 | WCMA Treasury Fund | | 3,022,300 | | 3,760,550 | CMA Multi-State Municipal Series Trust | | | | | CMA Arizona Municipal Money Fund | | 3,022,300 | | 3,760,550 | CMA California Municipal Money Fund | | 3,022,300 | | 3,760,550 | CMA Connecticut Municipal Money Fund | | 3,022,300 | | 3,760,550 | CMA Massachusetts Municipal Money Fund | | 3,022,300 | | 3,760,550 | CMA Michigan Municipal Money Fund | | 3,022,300 | | 3,760,550 | CMA New Jersey Municipal Money Fund | | 3,022,300 | | 3,760,550 | CMA New York Municipal Money Fund | | 3,022,300 | | 3,760,550 | CMA North Carolina Municipal Money Fund | | 3,022,300 | | 3,760,550 | CMA Ohio Municipal Money Fund | | 3,022,300 | | 3,760,550 | CMA Pennsylvania Municipal Money Fund | | 3,022,300 | | 3,760,550 | CMA Florida Municipal Money Fund | | 3,022,300 | | 3,764,550 | BlackRock Developing Capital Markets Fund, Inc. | | 2,915,800 | | 8,200,705 | BlackRock Latin America Fund, Inc. | | 3,144,117 | | 5,745,510 | BlackRock Pacific Fund, Inc. | | 3,080,031 | | 5,584,196 | Global Financial Services Master LLC | | 3,051,837 | | 6,828,988 | BlackRock Global Financial Services Fund, Inc. | | 3,056,250 | | 6,833,588 | BlackRock Financial Institution Series Trust | | | | | BlackRock Summit Cash Reserves Fund | | 3,130,717 | | 9,036,643 | Master Large Cap Series LLC | | | | | Master Large Cap Core Portfolio | | 3,224,383 | | 6,286,449 | Master Large Cap Growth Portfolio | | 3,212,483 | | 6,277,749 | Master Large Cap Value Portfolio | | 3,214,983 | | 6,277,749 | BlackRock Large Cap Series Funds, Inc. | | | | | BlackRock Large Cap Core Fund | | 3,210,783 | | 6,283,449 | BlackRock Large Cap Growth Fund | | 3,210,783 | | 6,283,449 | BlackRock Large Cap Value Fund | | 3,210,783 | | 6,283,449 | Merrill Lynch Retirement Series Trust | | | | | Merrill Lynch Retirement Reserves Money Fund | | 3,210,783 | | 6,283,449 | Master Institutional Money Market LLC | | | | | Merrill Lynch Premier Institutional Portfolio | | 3,003,233 | | 3,440,733 | Merrill Lynch Institutional Portfolio | | 3,003,233 | | 3,440,733 | Merrill Lynch Institutional Tax-Exempt Portfolio | | 3,003,233 | | 3,440,733 |
| | | | | | | | Aggregate Non-Audit Fees ($) | Fund | | Most Recent Fiscal
Year ($) | | Fiscal Year Prior to
Most Recent Fiscal
Year End ($) | Merrill Lynch Funds For Institutions Series | | | | | Merrill Lynch Government Fund | | 3,002,533 | | 3,443,883 | Merrill Lynch Treasury Fund | | 3,002,533 | | 3,443,883 | Merrill Lynch Institutional Fund | | 3,002,533 | | 3,443,883 | Merrill Lynch Premier Institutional Fund | | 3,002,533 | | 3,443,883 | Merrill Lynch Institutional Tax-Exempt Fund | | 3,002,533 | | 3,443,883 | BlackRock Master LLC | | — | | — | BlackRock Master Small Cap Growth Portfolio | | 3,124,717 | | 9,030,943 | BlackRock Master International Portfolio | | 3,124,717 | | 9,030,943 | BlackRock Series, Inc. | | | | | BlackRock International Fund | | 3,130,717 | | 9,036,643 | BlackRock Small Cap Growth Fund II | | 3,130,717 | | 9,036,643 | BlackRock FundsSM | | | | | Asset Allocation Portfolio | | 1,353,769 | | 1,381,950 | All-Cap Global Resources Portfolio | | 1,327,169 | | 1,353,750 | Aurora Portfolio | | 1,333,869 | | 1,368,750 | Investment Trust | | 1,330,069 | | 1,362,650 | Exchange Portfolio | | 1,323,669 | | 1,355,450 | Global Opportunities Portfolio | | 1,327,069 | | — | Global Resources Portfolio | | 1,331,269 | | 1,363,650 | Global Science & Technology Opportunities Portfolio | | 1,328,869 | | 1,358,950 | Health Sciences Opportunities Portfolio | | 1,327,569 | | 1,357,850 | International Opportunities Portfolio | | 1,337,869 | | 1,367,950 | Capital Appreciation Portfolio | | 1,325,369 | | 1,357,950 | Mid-Cap Growth Equity Portfolio | | 1,325,069 | | 1,358,550 | Mid-Cap Value Equity Portfolio | | 1,326,669 | | 1,359,750 | Small Cap Growth Equity Portfolio | | 1,326,369 | | 1,359,050 | Small Cap Core Equity Portfolio | | 1,323,369 | | 1,356,950 | Small Cap Value Equity Portfolio | | 1,323,469 | | 1,357,150 | Small/Mid-Cap Growth Portfolio | | 1,324,369 | | 1,357,950 | U.S. Opportunities Portfolio | | 1,324,569 | | 1,357,050 | Index Equity Portfolio | | 1,321,969 | | 1,356,550 | Money Market Portfolio | | 1,329,069 | | 1,363,150 | Municipal Money Market Portfolio | | 1,324,769 | | 1,357,950 | U.S. Treasury Money Market Portfolio | | 1,324,069 | | 1,358,450 | North Carolina Municipal Money Market Portfolio | | 1,322,269 | | 1,356,950 | New Jersey Municipal Money Market Portfolio | | 1,323,269 | | 1,357,350 | Ohio Municipal Money Market Portfolio | | 1,323,169 | | 1,357,350 | Pennsylvania Municipal Money Market Portfolio | | 1,325,669 | | 1,358,950 | Virginia Municipal Money Market Portfolio | | 1,321,869 | | 1,356,650 |
##* | | This fund hasFunds have not completed a fulltheir initial fiscal year. The information provided is for the period September 1, 2005 to March 31, 2006.year or period. |
† | | The Fund’s commencement of operations was November 4, 2005. |
†† | | The Fund’s commencement of operations was November 14, 2005. The information provided is for the period ending March 31, 2006. |
Appendix J Directors and Principal Officers of Advisers and Subadvisers
Merrill Lynch Investment Managers, L.P.
Name
| Position
|
|---|
Robert C. Doll, Jr | | President | | Donald C. Burke | | Senior Vice President and Treasurer | | Jeffrey Hiller | | Chief Compliance Officer | | Denis Molleur | | First Vice President and General Counsel | | Alice A. Pellegrino | | Secretary | |
Fund Asset Management, L.P.
Name
| Position
|
|---|
Robert C. Doll, Jr | | President | | Donald C. Burke | | Senior Vice President and Treasurer | | Jeffrey Hiller | | Chief Compliance Officer | | Denis Molleur | | First Vice President and General Counsel | | Alice A. Pellegrino | | Secretary | |
Merrill Lynch Asset Management U.K. Limited
Name
| Position
|
|---|
Nicholas C.D. Hall | | Director | | James T. Statford | | Alternate Director | | Donald C. Burke | | Treasurer | | Debra Anne Searle | | Company Secretary | |
Merrill Lynch Investment Managers International Limited
Name
| Position
|
|---|
Peter John Gibbs | | Chairman and Chief Executive Officer | | Simon G.B. Miles | | Director | | Bernadette Lewis | | Assistant Secretary | | Debra Anne Searle | | Secretary | | Marc H. Brillon | | Director | | Edoardo L. R. Mercadante | | Director | |
BlackRock Advisors, Inc.
Name
| Position
|
|---|
Laurence D. Fink | | Chief Executive Officer | | Ralph L. Schlosstein | | President and Director | | Robert S. Kapito | | Vice Chairman and Director | | Robert P. Connolly | | General Counsel, Secretary and Managing Director | | Henry Gabbay | | Managing Director, Chief Administrative Officer,
Portfolio Compliance | | Bartholomew A. Battista | | Managing Director and Chief Compliance Officer | | Laurence J. Carolan | | Managing Director and Director | | Kevin M. Klingert | | Managing Director and Director | | John P. Moran | | Managing Director, Treasurer and Director | | Steven E. Buller | | Chief Financial Officer | |
Appendix K
Other Funds Advised by BlackRock Advisors and Fee Schedules
The following table lists certain information regarding funds for which BlackRock Advisors provide investment advisory services, other than the Funds that are addressed by this Joint Proxy Statement. All of the information below is given as of the end of the last fiscal year of each fund.
Fund
| BlackRock
Advisors
| Net Assets ($)
| Advisory Fee
(as a percentage
of average daily
net assets) (%)(1)
| Advisory Fee
(after waivers,
if any) ($)
|
|---|
| | | | | | | | | |
Appendix L
5% Share Ownership As of ________, 2006,June 8, 2007, to the best knowledge of each Fund, the following persons beneficially owned or owned of record 5% or more of the outstanding shares of any class of securities of the Funds indicated: | | | | | | | | | |
|---|
FUND | | % of
Class | | Class | | Name | | Address | Aggressive Growth Prepared | | 98.67 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Aggressive Growth Prepared | | 99.74 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Aggressive Growth Prepared | | 99.50 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Aggressive Growth Prepared | | 56.57 | | Class R | | **Merrill Lynch Pierce Fenner & Smith & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | All-Cap Global Resources | | 7.96 | | Investor A | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | All-Cap Global Resources | | 7.70 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | All-Cap Global Resources | | 11.44 | | Investor B | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | All-Cap Global Resources | | 14.40 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | All-Cap Global Resources | | 17.68 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | All-Cap Global Resources | | 24.64 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | All-Cap Global Resources | | 6.07 | | Institutional | | Lombard Odier Darier
Hentsche & CIE | | 11 Rue De La Corraterie
1211 Geneve 11 Switzerland | | | | | | All-Cap Global Resources | | 5.59 | | Institutional | | **Pomona College | | 550 N College Ave
Claremont, CA 91711 |
| | | | | | | | | FUND | | % of
Class | | Class | | Name | | Address | All-Cap Global Resources | | 12.37 | | Institutional | | **Children’s Medical Center Corp | | 1295 Boyston Street
STE 300 Boston,
MA 02215-0000 | | | | | | All-Cap Global Resources | | 5.56 | | Institutional | | **The Bank of New York
FBO University of Arkansas Foundation | | One Wall Street
New York, NY 10286 | | | | | | All-Cap Global Resources | | 11.44 | | Institutional | | Bill and Melinda Gates Foundation | | 2365 Carillon Pt
Kirkland, WA 98033-7353 | | | | | | All-Cap Global Resources | | 7.30 | | Institutional | | **MAC & Co | | 525 William Penn Place
PO Box 3198 Pittsburgh,
PA 15230-3198 | | | | | | All-Cap Global Resources | | 9.50 | | Institutional | | Conrad H Hilton Foundation | | 100 W Liberty Street
STE 840 Reno,
NV 89501-1988 | | | | | | All-Cap Global Resources | | 6.13 | | Service
Class | | **NFS LLC FEBO
FMT CO Cust IRA
FBO Douglas Soliz | | 15041 White Ave
Allen Park, MI 48101 | | | | | | AMT-Free Portfolio | | 99.98 | | BlackRock
Class | | **Charles Schwab & Co. Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 | | | | | | AMT-Free Portfolio | | 10.17 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | AMT-Free Portfolio | | 24.99 | | Investor A | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | AMT-Free Portfolio | | 12.06 | | Investor B | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | AMT-Free Portfolio | | 7.46 | | Investor B | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | AMT-Free Portfolio | | 33.01 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | AMT-Free Portfolio | | 6.00 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | AMT-Free Portfolio | | 12.04 | | Investor C | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 |
| | | | | | | | | FUND | | % of
Class | | Class | | Name | | Address | AMT-Free Portfolio | | 37.41 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | AMT-Free Portfolio | | 30.94 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | AMT-Free Portfolio | | 97.40 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | AMT-Free Portfolio | | 8.80 | | Service
Class | | Gloria Becker and Alvin Becker JTWROS | | 325 Mansfield Boca Raton, FL 33434-0000 | | | | | | AMT-Free Portfolio | | 6.93 | | Service
Class | | **PFPC
FBO Hilliard Lyons/Capital | | 760 Moore Road
King of Prussia, PA 19406 | | | | | | AMT-Free Portfolio | | 12.09 | | Service
Class | | William N Barlow and Dixie A Barlow | | 396 Anderson Ave
Phoenixville, PA 19460-4439 | | | | | | AMT-Free Portfolio | | 6.53 | | Service
Class | | Elizabeth M Notte | | 15 Philip Mill Drive Middletown, NJ 07748 | | | | | | AMT-Free Portfolio | | 15.63 | | Service
Class | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | AMT-Free Portfolio | | 13.12 | | Service
Class | | **Saxon and Co
| | PO Box 7780-1888
Philadelphia, PA 19182 | | | | | | AMT-Free Portfolio | | 8.86 | | Service
Class | | Vijay Akkapeddi
Cust Rahul K Gudi | | 9 Private Lovett Ct
Blauvelt, NY 10913-1247 | | | | | | AMT-Free Portfolio | | 6.70 | | Service
Class | | Edward Groh JR | | 187 King Ave Yonkers, NY 10704-3507 | | | | | | Asset Allocation | | 5.88 | | Investor A | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Asset Allocation | | 9.99 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Asset Allocation | | 5.50 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Asset Allocation | | 9.66 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 |
| | | | | | | | | FUND | | % of
Class | | Class | | Name | | Address | Asset Allocation | | 41.68 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Asset Allocation | | 11.17 | | Institutional | | **FIIOC
FBO Waukesha State Bank | | 100 Magellan Way (KW1C)
Covington, KY 41015-0000 | | | | | | Asset Allocation | | 10.72 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Asset Allocation | | 34.79 | | Institutional | | **J.P. Morgan Chase as Directed Trust
FBO Metlife Retirement Plans | | 8515 E Orchard Road
2T2 Greenwood Village,
CO 80111 | | | | | | Asset Allocation | | 18.44 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Asset Allocation | | 5.47 | | Service | | **Post & Co
c/o The Bank of New York
Mutual Fund Reorg Department | | PO Box 1066
Wall Street Station
New York, NY 10286 | | | | | | Asset Allocation | | 79.37 | | Service | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Aurora | | 5.34 | | Investor A | | **Lincoln National Life Insurance Company | | 1300 S Clinton Street
Fort Wayne, IN 46802-3506 | | | | | | Aurora | | 17.53 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor Jacksonville,
FL 32246-6484 | | | | | | Aurora | | 14.64 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Aurora | | 39.36 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Aurora | | 8.03 | | Class R | | **MG Trust Company as Agent for Frontier Trust Co as Trustee
LPA GROUP 401K PLAN | | PO Box 10699
Fargo, ND 58106 | | | | | | Aurora | | 53.77 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Aurora | | 8.07 | | Institutional | | **MUGGS & Co
C/O US Bank | | PO Box 1787
Milwaukee, WI 53201-1787 |
| | | | | | | | | Fund
| | | % of
Class | | Class
| Percent
| | | Name
| | | Address
|
|---|
Aurora | | 18.40 | | Institutional | | **NFS LLC
FIIOC as Agent for Qualified Employee Benefit Plans (401K) FINOPS-IC Funds | | 100 Magellan Way (KW1C)
Covington, KY 41015-0000 | | | | | | Balanced Capital Fund | | 92.15 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Balanced Capital Fund | | 93.74 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Balanced Capital Fund | | 93.97 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Balanced Capital Fund | | 98.72 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Balanced Capital Fund | | 90.05 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Basic Value PPF | | 95.22 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rdFloor
Jacksonville, FL 32246-6484 | | | | | | Basic Value PPF | | 90.03 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Basic Value PPF | | 95.31 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Basic Value PPF | | 95.89 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Basic Value | | 93.72 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Basic Value | | 95.38 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Basic Value | | 96.52 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Basic Value | | 88.49 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | �� | Address | Basic Value | | 92.95 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Bond Fund | | 97.56 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Bond Fund | | 98.64 | | Investor A1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Bond Fund | | 96.66 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Bond Fund | | 97.34 | | Investor B1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Bond Fund | | 99.34 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Bond Fund | | 98.23 | | Investor C1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Bond Fund | | 98.96 | | Investor C2 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Bond Fund | | 98.80 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Bond Fund | | 95.26 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rdFloor
Jacksonville, FL 32246-6484 | | | | | | CA Insured | | 5.97 | | Investor C | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | CA Insured | | 85.09 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | CA Insured | | 5.44 | | Investor C | | **First Clearing, LLC Ripper Family Trust George Ripper Nora Ripper Co-TTEES UA | | 405 Evelyn Place
Beverly Hills,
CA 90210-1835 | | | | | | CA Insured | | 87.85 | | Investor A1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | CA Insured | | 89.66 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | CA Insured | | 95.41 | | Investor C1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | CA Insured | | 94.13 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | CA Insured | | 5.23 | | Investor A | | **Bear Stearns Securities Corp.
FBO 720-03500-10 | | 1 Metrotech Center
North Brooklyn,
NY 11201-3859 | | | | | | CA Insured | | 45.41 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | CA Insured | | 6.17 | | Investor A | | **Pershing LLC | | P. O. Box 2052
Jersey City, NJ 07303-9998 | | | | | | CA Insured | | 13.61 | | Investor A | | **Pershing LLC | | P. O. Box 2052
Jersey City, NJ 07303-9998 | | | | | | Capital Appreciation Portfolio | | 5.86 | | Investor A | | **Lincoln National Life Insurance Company | | 1300 S Clinton Street
Fort Wayne, IN 46802-3506 | | | | | | Capital Appreciation Portfolio | | 7.69 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Capital Appreciation Portfolio | | 11.34 | | Investor A | | **SSB/NYLIM Supplemental Income Plan Boston Financial Data Services DSC/NSCC
4th Floor - -Test Account | | 66 Brooks Drive
Braintree, MA 02184 | | | | | | Capital Appreciation Portfolio | | 12.07 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Capital Appreciation Portfolio | | 38.34 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Capital Appreciation Portfolio | | 5.55 | | Institutional | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor New York, NY 10001 | | | | | | Capital Appreciation Portfolio | | 6.85 | | Institutional | | Milton N Weinstein Trust
U/W ITEM VII DTD 9/17/99 | | 3475 Lenox Road
NE STE 950 Atlanta,
GA 30326-3220 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Commodity Strategies | | 90.44 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Commodity Strategies | | 94.93 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor Jacksonville, FL 32246-6484 | | | | | | Commodity Strategies | | 98.46 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor Jacksonville, FL 32246-6484 | | | | | | Commodity Strategies | | 96.89 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive 3rd Floor Jacksonville, FL 32246-6484 | | | | | | Conservative Prepared | | 99.04 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rdFloor Jacksonville, FL 32246-6484 | | | | | | Conservative Prepared | | 99.05 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor Jacksonville, FL 32246-6484 | | | | | | Conservative Prepared | | 87.08 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive 3rd Floor Jacksonville, FL 32246-6484 | | | | | | Conservative Prepared | | 70.49 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Core PPF | | 98.07 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Core PPF | | 91.27 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Core PPF | | 96.28 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Core PPF | | 96.43 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | DE Municipal | | 8.17 | | Investor A | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | DE Municipal | | 13.18 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | DE Municipal | | 40.60 | | Investor A | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | DE Municipal | | 7.92 | | Investor A | | **First Clearing, LLC WBNA Collateral Acct FBO Cynthia Y Jones | | 20448 Cedar Beach Road Milford, DE 19963-4260 | | | | | | DE Municipal | | 10.29 | | Investor B | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | DE Municipal | | 61.91 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | DE Municipal | | 63.56 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | DE Municipal | | 5.01 | | Investor C | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | DE Municipal | | 90.91 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Developing Capital Markets | | 88.29 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Developing Capital Markets | | 87.26 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Developing Capital Markets | | 94.09 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Developing Capital Markets | | 91.23 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Enhanced Income | | 7.56 | | BlackRock
Class | | **Charles Schwab & Co. Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 | | | | | | Enhanced Income | | 20.11 | | BlackRock
Class | | **Bank of New York Wendel & CO Mutual Fund Reorg Department | | 2 Hanson Place
6th Floor
Brooklyn, NY 11217 | | | | | | Enhanced Income | | 72.33 | | BlackRock
Class | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Enhanced Income | | 5.03 | | Investor A | | **Ameritrade Inc FBO | | PO Box 2226 Omaha,
NE 68103-2226 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Enhanced Income | | 36.65 | | Investor A | | **Ameritrade Inc FBO | | PO Box 2226
Omaha, NE 68103-2226 | | | | | | Enhanced Income | | 44.43 | | Investor A | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Enhanced Income | | 99.93 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Enhanced Income | | 49.38 | | Service
Class | | **NFS LLC FEBO
NFS/FMTC Rollover IRA FBO Gregory A Freeman | | 17802 Hickory
Moss Place
Tampa, FL 33647 | | | | | | Enhanced Income | | 48.57 | | Service
Class | | **NFS LLC FEBO
Dr William A Eakin
Joyce B Eakin JTWROS Bruce D Eakin | | 111 Asbury Drive Chattanooga, TN 37411 | | | | | | Equity Dividend | | 67.78 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Equity Dividend | | 7.06 | | Investor A | | **Charles Schwab & Co Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 | | | | | | Equity Dividend | | 85.52 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Equity Dividend | | 91.58 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Equity Dividend | | 87.80 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Equity Dividend | | 96.72 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Equity Dividend | | 68.02 | | Service
Class | | **Prudential Investment Mgts Service
FBO Mutual Fund Clients | | 100 Mulberry Street
3 Gateway Center
Floor 11
Mail Stop NJ 05-11-20
Newark, NJ 07102 | | | | | | Equity Dividend | | 20.87 | | Service
Class | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Euro Fund | | 83.28 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Euro Fund | | 90.80 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rdFloor
Jacksonville, FL 32246-6484 | | | | | | Euro Fund | | 91.05 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rdFloor
Jacksonville, FL 32246-6484 | | | | | | Euro Fund | | 85.10 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rdFloor
Jacksonville, FL 32246-6484 | | | | | | Euro Fund | | 12.81 | | Class R | | **Hartford Life Ins Co Separate | | PO Box 2999
Hartford, CT 06104 | | | | | | Euro Fund | | 77.42 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rdFloor
Jacksonville, FL 32246-6484 | | | | | | Exchange Portfolio | | 8.02 | | BlackRock
Class | | **National City Bank
T/U/A Ruth Lilly | | PO Box 94984
Cleveland, OH 44101-4984 | | | | | | Exchange Portfolio | | 7.71 | | BlackRock
Class | | **National City Bank TR O/THE G
Garretson Wade Charitable | | PO Box 94984
Cleveland, OH 44101-4984 | | | | | | Total Return FDP | | 100.00 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Total Return FDP | | 100.00 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor Jacksonville, FL 32246-6484 | | | | | | Total Return FDP | | 99.96 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Total Return FDP | | 100.00 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | FL Municipal | | 89.84 | | Investor A1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive 3rd Floor
Jacksonville, FL 32246-6484 | | | | | | FL Municipal | | 89.23 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | FL Municipal | | 96.54 | | Investor C1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | FL Municipal | | 89.01 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | FL Municipal | | 94.58 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | FL Municipal | | 5.70 | | Investor C | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | FL Municipal | | 79.49 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | FL Municipal | | 8.16 | | Investor C | | **First Clearing, LLC Danny Norton | | 4096 Barber Brothers Circle
Macclenny, FL 32063-9628 | | | | | | Focus Twenty | | 92.54 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Focus Twenty | | 88.33 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Focus Twenty | | 89.69 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Focus Twenty | | 91.00 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Focus Twenty | | 7.13 | | Institutional | | **FTC & CO Datalynx | | PO Box 173736
Denver, CO 80217-3736 | | | | | | Focus Value | | 91.43 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Focus Value | | 88.50 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Focus Value | | 93.68 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Focus Value | | 99.72 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Focus Value | | 78.98 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | | | | | | Fundamental Growth Fund | | 93.57 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Fundamental Growth Fund | | 96.68 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Fundamental Growth Fund | | 96.99 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Fundamental Growth Fund | | 97.93 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Fundamental Growth Fund | | 98.67 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Fundamental Growth PPF | | 95.55 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Fundamental Growth PPF | | 89.70 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Fundamental Growth PPF | | 95.40 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Fundamental Growth PPF | | 96.48 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Allocation Fund | | 88.16 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Allocation Fund | | 93.33 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Allocation Fund | | 93.06 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Allocation Fund | | 89.76 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Allocation Fund | | 6.92 | | Class R | | **Hartford Life Ins Co Separate | | PO Box 2999
Hartford, CT 06104 | | | | | | Global Allocation Fund | | 88.85 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Global Dynamic Equity | | 92.19 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Dynamic Equity | | 94.07 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Dynamic Equity | | 96.57 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Dynamic Equity | | 99.09 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rdFloor
Jacksonville, FL 32246-6484 | | | | | | Global Dynamic Equity | | 95.35 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Financial Services | | 67.13 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Financial Services | | 6.27 | | Investor A | | **Hartford Life Ins Co Separate | | PO Box 2999
Hartford, CT 06104 | | | | | | Global Financial Services | | 88.13 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Financial Services | | 87.36 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Financial Services | | 58.74 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Financial Services | | 34.72 | | Class R | | **Hartford Life Ins Co Separate | | PO Box 2999
Hartford, CT 06104 | | | | | | Global Financial Services | | 94.17 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Growth | | 90.22 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Growth | | 91.99 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Growth | | 91.25 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Global Growth | | 100.00 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Growth | | 95.80 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rdFloor
Jacksonville, FL 32246-6484 | | | | | | Global Opportunities Portfolio | | 5.36 | | Investor A | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Global Opportunities Portfolio | | 8.70 | | Investor A | | **Raymond James & Assoc Inc
FBO Decatur Memoria | | 880 Carillon Pkwy
ST Petersburg, FL 33716 | | | | | | Global Opportunities Portfolio | | 6.96 | | Investor A | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville,
KY 40232-2760 | | | | | | Global Opportunities Portfolio | | 9.04 | | Investor B | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Global Opportunities Portfolio | | 25.73 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Opportunities Portfolio | | 13.74 | | Investor C | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Global Opportunities Portfolio | | 28.24 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Opportunities Portfolio | | 55.57 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor Jacksonville, FL 32246-6484 | | | | | | Global Opportunities Portfolio | | 6.21 | | Institutional | | **Gerlach & Co LLC
FBO DCP Global LP | | 3800 Citibank Center
B3-12 Tampa, FL 33610 | | | | | | Global Resources Portfolio | | 27.13 | | Investor A | | **Lincoln National Life Insurance Company | | 1300 S Clinton Street
Fort Wayne, IN 46802-3506 | | | | | | Global Resources Portfolio | | 9.31 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive 3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Resources Portfolio | | 16.72 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Resources Portfolio | | 8.41 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Global Resources Portfolio | | 31.74 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Resources Portfolio | | 8.04 | | Institutional | | John J Sie and Anna
M Sie JTWROS | | 3300 E 1st Ave Ste
390 Denver, CO 80206-5806 | | | | | | Global Resources Portfolio | | 47.88 | | Institutional | | **J.P. Morgan Chase as Directed Trust
FBO Metlife Retirement Plans | | 8515 E Orchard Road
2T2 Greenwood Village,
CO 80111 | | | | | | Global Resources Portfolio | | 6.33 | | Institutional | | **Lauer & Co | | PO Box 58997
Philadelphia, PA 19103 | | | | | | Science & Tech Opportunities | | 16.34 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Science & Tech Opportunities | | 24.08 | | Investor A | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Science & Tech Opportunities | | 5.82 | | Investor B | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Science & Tech Opportunities | | 15.86 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Science & Tech Opportunities | | 34.45 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Science & Tech Opportunities | | 7.81 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Science & Tech Opportunities | | 18.42 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Science & Tech Opportunities | | 6.00 | | Institutional | | **Wells Fargo Bank NA FBO Bloom, Robert Pension Plan | | PO Box 1533
Minneapolis, MN 55480 | | | | | | Science & Tech Opportunities | | 5.54 | | Institutional | | **Wells Fargo Bank NA FBO Otteson, William B IRA | | PO Box 1533
Minneapolis, MN 55480 | | | | | | Science & Tech Opportunities | | 40.19 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Science & Tech Opportunities | | 8.92 | | Service
Class | | **E Trade Clearing LLC IRA Custodian | | PO Box 989030
West Sacramento,
CA 95798-9030 | | | | | | Science & Tech Opportunities | | 9.60 | | Service
Class | | **Pershing LLC | | P.O. Box 2052
Jersey City, NJ 07303-9998 | | | | | | Science & Tech Opportunities | | 8.24 | | Service
Class | | **Pershing LLC | | P.O. Box 2052
Jersey City, NJ 07303-9998 | | | | | | Science & Tech Opportunities | | 10.62 | | Service
Class | | **Pershing LLC | | P.O. Box 2052
Jersey City, NJ 07303-9998 | | | | | | Science & Tech Opportunities | | 35.21 | | Service
Class | | **Ameritrade Inc
| | PO Box 2226
Omaha, NE 68103-2226 | | | | | | Science & Tech Opportunities | | 11.89 | | Service
Class | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Science & Tech Opportunities | | 10.83 | | Service
Class | | **E Trade Clearing LLC | | PO Box 989030
West Sacramento,
CA 95798-9030 | | | | | | Global SmallCap | | 94.26 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global SmallCap | | 93.90 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global SmallCap | | 96.97 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global SmallCap | | 92.06 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global SmallCap | | 5.84 | | Class R | | **Hartford Life Ins Co Separate | | PO Box 2999
Hartford, CT 06104 | | | | | | Global SmallCap | | 93.20 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Technology Fund | | 88.10 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Technology Fund | | 89.25 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Global Technology Fund | | 90.96 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Technology Fund | | 91.59 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Technology Fund | | 8.24 | | Class R | | **MG Trust Company Cust FBO Summit Software 401k Plan | | 700 17th Street Suite 300 Denver, CO 80202 | | | | | | Global Technology Fund | | 87.17 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | GNMA Portfolio | | 97.34 | | BlackRock
Class | | **NFS LLC FEBO The Northern Trust Company | | PO Box 92956
Chicago, IL 60675-2956 | | | | | | GNMA Portfolio | | 7.95 | | Investor A | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | GNMA Portfolio | | 7.13 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | GNMA Portfolio | | 11.82 | | Investor A | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760 Louisville,
KY 40232-2760 | | | | | | GNMA Portfolio | | 10.03 | | Investor A | | **Nationwide Bank Trust | | PO Box 182029
Columbus, OH 43218-2029 | | | | | | GNMA Portfolio | | 9.26 | | Investor A | | **Saxon and Co | | PO Box 7780-1888 PHILADELPHIA PA 19182 | | | | | | GNMA Portfolio | | 8.91 | | Investor A | | **NFS LLC FEBO Seligman Friedmand and Co PC TT
c/o Trans Tech Keith Garrison | | 461 Harrisport Court Middletown, PA 17057 | | | | | | GNMA Portfolio | | 6.62 | | Investor B | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | GNMA Portfolio | | 8.77 | | Investor B | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | GNMA Portfolio | | 22.45 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | GNMA Portfolio | | 11.17 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | GNMA Portfolio | | 5.46 | | Investor C | | **Dean Witter Reynolds | | 3 Harborside Plaza
6thFloor
Jersey City, NJ 07311 | | | | | | GNMA Portfolio | | 5.31 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | GNMA Portfolio | | 61.56 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | GNMA Portfolio | | 95.62 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | GNMA Portfolio | | 90.53 | | Service
Class | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Gov’t Income Portfolio | | 99.94 | | BlackRock
Class | | Louis V Gerstner JR Foundation Inc IBM Corporation
Louis V Gerstner JR Chairman | | New Orchard Road
Armonk, NY 10504 | | | | | | Gov’t Income Portfolio | | 73.94 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Gov’t Income Portfolio | | 6.33 | | Investor B | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Gov’t Income Portfolio | | 7.96 | | Investor B | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Gov’t Income Portfolio | | 27.92 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Gov’t Income Portfolio | | 7.07 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville,
KY 40232-2760 | | | | | | Gov’t Income Portfolio | | 95.94 | | Investor B1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Gov’t Income Portfolio | | 5.87 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Gov’t Income Portfolio | | 46.14 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Gov’t Income Portfolio | | 97.52 | | Investor C1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Gov’t Income Portfolio | | 98.92 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Gov’t Income Portfolio | | 99.20 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Gov’t Income Portfolio | | 11.42 | | Service Class | | **NFS LLC FEBO Kristin M Fries | | 177 Sunburst Circle
East Amherst, NY 14051 | | | | | | Gov’t Income Portfolio | | 12.81 | | Service Class | | **NFS LLC FEBO John J Thompson | | 326 Cadman Drive Williamsville, NY 14221 | | | | | | Gov’t Income Portfolio | | 7.52 | | Service Class | | **NFS LLC FEBO Anh N Allder | | 7611 Fisher Drive
Falls Church, VA 22043 | | | | | | Gov’t Income Portfolio | | 18.38 | | Service Class | | **NFS LLC FEBO FMT Co Cust IRA Rollover FBO Allen R Coffin | | 6101 Virgo Court
Burke, VA 22015 | | | | | | Gov’t Income Portfolio | | 6.52 | | Service Class | | **NFS LLC FEBO FMT Co Cust IRA Rollover FBO Anh N Allder | | 7611 Fisher Drive
Falls Church, VA 22043 | | | | | | Gov’t Income Portfolio | | 5.15 | | Service Class | | **NFS LLC FEBO FMT Co Cust IRA Rollover
FBO M Suzzanne Barry | | 720 Jackson Street Herndon, VA 20170 | | | | | | Gov’t Income Portfolio | | 6.50 | | Service Class | | **NFS LLC FEBO FMT Co Cust IRA Rollover
FBO Robert S Templeton | | 52 Spring Road
Laurens, SC 29360 | | | | | | Gov’t Income Portfolio | | 5.98 | | Service Class | | **NFS LLC FEBO Robert L Dellett Karen L Dellett | | 125 Maryanne Ave SW Leesburg, VA 20175 | | | | | | Gov’t Income Portfolio | | 7.99 | | Service Class | | **NFS LLC FEBO Robert S Templeton Miriam H Templeton | | 52 Spring Road
Laurens, SC 29360 | | | | | | Growth Prepared | | 98.37 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Growth Prepared | | 99.88 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Growth Prepared | | 99.74 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Growth Prepared | | 56.81 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Health Sciences Opportunities | | 5.38 | | Investor A | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Health Sciences Opportunities | | 16.26 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Health Sciences Opportunities | | 13.75 | | Investor A | | **Charles Schwab & Co Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 | | | | | | Health Sciences Opportunities | | 9.33 | | Investor B | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Health Sciences Opportunities | | 19.90 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Health Sciences Opportunities | | 5.07 | | Investor C | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Health Sciences Opportunities | | 10.01 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Health Sciences Opportunities | | 50.74 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Health Sciences Opportunities | | 61.65 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Health Sciences Opportunities | | 12.74 | | Institutional | | **Charles Schwab & Co Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 | | | | | | Health Sciences Opportunities | | 60.75 | | Service
Class | | **Prudential Investment Management | | 100 Mulberry Street 3 Gateway Center Floor 11 Mail Stop NJ 05-11-20 Newark, NJ 07102 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Healthcare Fund | | 88.97 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Healthcare Fund | | 93.00 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Healthcare Fund | | 94.01 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Healthcare Fund | | 99.35 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Healthcare Fund | | 81.47 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | High Income Fund | | 91.78 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | High Income Fund | | 90.61 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | High Income Fund | | 96.76 | | Investor C1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | High Income Fund | | 87.19 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | High Income Fund | | 99.00 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | High Yield Bond Portfolio | | 89.76 | | B1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | High Yield Bond Portfolio | | 93.86 | | Investor C1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive 3rd Floor
Jacksonville, FL 32246-6484 | | | | | | High Yield Bond Portfolio | | 99.63 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | High Yield Bond Portfolio | | 11.57 | | BlackRock
Class | | ** Savings Plans for Employees & Partners of Price Waterhouse Coopers LLP | | 300 Madison Ave
New York, NY 10017-6232 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | | | | | | High Yield Bond Portfolio | | 16.62 | | BlackRock
Class | | **KPMG Retirement Plan
c/o Bank of New York Trustee | | One Wall Street
New York, NY 10086 | | | | | | High Yield Bond Portfolio | | 9.44 | | BlackRock
Class | | **Bank of New York Wendel & Co. | | 2 Hanson Place
6th Floor
Brooklyn, NY 11217 | | | | | | High Yield Bond Portfolio | | 13.71 | | BlackRock
Class | | **UNUM Provident Corporation | | 1 Fountain Square
6N Chattanooga, TN 37402 | | | | | | High Yield Bond Portfolio | | 5.69 | | BlackRock
Class | | **Saxon and Co | | PO Box 7780-1888 PHILADELPHIA PA 19182 | | | | | | High Yield Bond Portfolio | | 7.09 | | BlackRock
Class | | **Retirement Benefit Accumulation Plan for Employees of Price Waterhouse Coopers LLP | | 1 Wall Street
12th Floor North
New York, NY 10286-0000 | | | | | | High Yield Bond Portfolio | | 8.88 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | High Yield Bond Portfolio | | 11.62 | | Investor B | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | High Yield Bond Portfolio | | 16.57 | | Investor B | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | High Yield Bond Portfolio | | 15.33 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | High Yield Bond Portfolio | | 9.91 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | High Yield Bond Portfolio | | 8.82 | | Investor C | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | High Yield Bond Portfolio | | 11.99 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | High Yield Bond Portfolio | | 43.35 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor | | | | | | High Yield Bond Portfolio | | 9.16 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | High Yield Bond Portfolio | | 6.15 | | Institutional | | **Charles Schwab & Co Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | High Yield Bond Portfolio | | 53.16 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | High Yield Bond Portfolio | | 48.08 | | Service
Class | | **Charles Schwab & Co Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 | | | | | | High Yield Bond Portfolio | | 32.75 | | Service
Class | | **Mercantile Safe Dep & Tr Co | | 1100 Abernathy Road
500 Northpark Suite 400
Atlanta, GA 30328 | | | | | | High Yield Municipal | | 99.05 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | High Yield Municipal | | 99.81 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | High Yield Municipal | | 99.26 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Index Equity | | 7.04 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Index Equity | | 23.64 | | Investor A | | **Reliance Trust Company, Trustee
FBO MetLife NAV Plans | | 8515 E Orchard Rd 2T2 Greenwood Village
CO 80111 | | | | | | Index Equity | | 6.12 | | Investor A | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Index Equity | | 37.65 | | Investor A | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Index Equity | | 8.22 | | Investor B | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Index Equity | | 8.54 | | Investor B | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Index Equity | | 36.10 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Index Equity | | 12.05 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | | | | | | Index Equity | | 20.48 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Index Equity | | 52.04 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Index Equity | | 5.51 | | Institutional | | **Equitable Resources Ins Co Ltd
c/o Equitable Resources Marsh Mgmt Svcs Cayman Ltd | | 1st Caribbean House
3rd Floor Shedden Road
PO Box 1051
Grand Cayman 37 00000 | | | | | | Index Equity | | 86.60 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Index Equity | | 6.92 | | Service
Class | | **Horace Mann Life Insurance Group
Annuity Separate Account | | 1 Horace Mann Plaza
Springfield, IL 62715 | | | | | | Index Equity | | 44.60 | | Service
Class | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Index Equity | | 11.72 | | Service
Class | | **NFS LLC First Charter Back Trustee Concord Telephone Company Employees’ Savings Plans Plus | | 10200 David Taylor Drive
Charlotte, NC 28262-2373 | | | | | | Index Equity | | 28.21 | | Service
Class | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Inflation Protected | | 99.83 | | BlackRock
Class | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Inflation Protected | | 59.04 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Inflation Protected | | 22.21 | | Investor A | | Lyons Township School
Robert G Healy Treasurer | | 930 Barnsdale Road
LA Grange Park,
IL 60526-1604 | | | | | | Inflation Protected | | 82.87 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Inflation Protected | | 94.31 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Inflation Protected | | 24.91 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Inflation Protected | | 74.74 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Inflation Protected | | 17.45 | | Service
Class | | **Wells Fargo Bank NA FBO Saturno Foundation | | PO Box 1533
Minneapolis, MN 55480 | | | | | | Inflation Protected | | 13.11 | | Service
Class | | **Wells Fargo Bank NA FBO Saturno Bros. Itl Orp Fdn | | PO Box 1533
Minneapolis, MN 55480 | | | | | | Inflation Protected | | 5.47 | | Service
Class | | **Wells Fargo Bank NA FBO
Victor Saturno Irrev TUA | | PO Box 1533
Minneapolis, MN 55480 | | | | | | Inflation Protected | | 13.19 | | Service
Class | | **Wells Fargo Bank NA FBO Weston Havens Foundation-SP-MUT-ALL | | PO Box 1533
Minneapolis, MN 55480 | | | | | | Inflation Protected | | 13.16 | | Service
Class | | **Wells Fargo Bank NA FBO Eastern Global Inv Tr, LLC NRA - IM | | PO Box 1533
Minneapolis, MN 55480 | | | | | | Inflation Protected | | 13.16 | | Service
Class | | **Wells Fargo Bank NA FBO Schoenberg, Matthew Tr - (STAM) IMA | | PO Box 1533
Minneapolis MN 55480 | | | | | | Inflation Protected | | 13.02 | | Service
Class | | **Wells Fargo Bank NA FBO WATTIS, GARY L.-SP-MUT-ALL | | PO Box 1533
Minneapolis MN 55480 | | | | | | Intermediate Bond II | | 17.17 | | BlackRock
Class | | **The Bank of New York FBO UNIVERSITY OF ARKANSAS FOUNDATION | | One Wall Street
New York, NY 10286 | | | | | | Intermediate Bond II | | 31.33 | | BlackRock
Class | | **KPMG Retirement Plan Master Trust
c/o Bank of New York Trustee | | One Wall Street
New York, NY 10086 | | | | | | Intermediate Bond II | | 11.33 | | BlackRock
Class | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Intermediate Bond II | | 9.16 | | BlackRock
Class | | **CitiBank NA TTEE NYU Hospital Center Retirement Plan | | 111 Wall Street
14th Floor
New York, NY 10005 | | | | | | Intermediate Bond II | | 13.18 | | Investor A | | **STATE STREET BANK & TRUST CO FBO ADP/MSDW ALLIANCE | | 105 ROSEMONT AVENUE WESTWOOD MA 02090 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Intermediate Bond II | | 6.71 | | Investor A | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Intermediate Bond II | | 19.15 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Intermediate Bond II | | 6.23 | | Investor A | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Intermediate Bond II | | 13.20 | | Investor A | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Intermediate Bond II | | 12.95 | | Investor B | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Intermediate Bond II | | 10.75 | | Investor B | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Intermediate Bond II | | 37.47 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Intermediate Bond II | | 10.43 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Intermediate Bond II | | 12.76 | | Investor C | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Intermediate Bond II | | 10.29 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Intermediate Bond II | | 53.08 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Intermediate Bond II | | 26.51 | | Institutional | | **Charles Schwab & Co Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 | | | | | | Intermediate Bond II | | 65.09 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Intermediate Bond II | | 81.77 | | Service
Class | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Intermediate Bond II | | 16.38 | | Service
Class | | **Wells Fargo Funds Management LLC Exclusive Benefit of its Customers Wells Fargo Advisor Program | | 100 Heritage Reserve Menomonee Falls, WI 53051 | | | | | | Intermediate Gov’t Bond | | 26.22 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Intermediate Gov’t Bond | | 5.36 | | Investor A | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Intermediate Gov’t Bond | | 7.58 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Intermediate Gov’t Bond | | 5.05 | | Investor C | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Intermediate Gov’t Bond | | 7.22 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Intermediate Gov’t Bond | | 42.56 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Intermediate Gov’t Bond | | 5.86 | | Service
Class | | **Charles Schwab & Co Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 | | | | | | Intermediate Gov’t Bond | | 9.42 | | Service
Class | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Intermediate Gov’t Bond | | 38.45 | | Service
Class | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Intermediate Gov’t Bond | | 22.24 | | Service
Class | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Intermediate Gov’t Bond | | 11.49 | | Institutional | | **Charles Schwab & Co Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 | | | | | | Intermediate Gov’t Bond | | 73.96 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Intermediate Municipal | | 95.65 | | Investor A1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Intermediate Municipal | | 95.38 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Intermediate Municipal | | 99.35 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Intermediate Municipal | | 60.55 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Intermediate Municipal | | 37.25 | | Investor A | | **First Clearing, LLC SHAUN MICHEEL & STEPHANIE MICHEEL JT TEN | | 3100 KENNEY DR GERMANTOWN
TN 38139-8041 | | | | | | Intermediate Municipal | | 100.00 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Int’l Fund | | 93.90 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Int’l Fund | | 98.14 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Int’l Fund | | 90.65 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Int’l Fund | | 90.97 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Int’l Bond Portfolio | | 6.25 | | BlackRock
Class | | **Charles Schwab & Co Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 | | | | | | Int’l Bond Portfolio | | 25.23 | | BlackRock
Class | | **KNOTFLOAT & CO | | 1200 CROWN COLONY DR QUINCY MA 02169-0000 | | | | | | Int’l Bond Portfolio | | 9.57 | | Investor A | | **CitiGroup Global Markets Inc. | | 333 West 34th Street - 3rd Floor
New York, NY 10001 | | | | | | Int’l Bond Portfolio | | 6.23 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Int’l Bond Portfolio | | 9.94 | | Investor B | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Int’l Bond Portfolio | | 14.58 | | Investor B | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Int’l Bond Portfolio | | 13.38 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor Jacksonville, FL 32246-6484 | | | | | | Int’l Bond Portfolio | | 6.98 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Int’l Bond Portfolio | | 14.95 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor New York,
NY 10001 | | | | | | Int’l Bond Portfolio | | 38.69 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive 3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Int’l Bond Portfolio | | 10.21 | | Institutional | | **Charles Schwab & Co Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 | | | | | | Int’l Bond Portfolio | | 42.31 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Int’l Bond Portfolio | | 29.79 | | Service
Class | | **Prudential Investment Mgts Service FBO Mutual Fund Clients | | 100 Mulberry Street
3 Gateway Center
Floor 11
Mail Stop NJ 05-11-20 Newark, NJ 07102 | | | | | | Int’l Bond Portfolio | | 18.42 | | Service
Class | | **Charles Schwab & Co Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 | | | | | | Int’l Bond Portfolio | | 6.62 | | Service
Class | | **NABANK & CO | | PO Box 2180
TULSA, OK 74101 | | | | | | Int’l Index | | 97.46 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Int’l Index | | 29.65 | | Institutional | | **Mercer Trust Company TTEE FBO QUEBECOR WORLD (USA) INC. 401K PLAN | | INVESTORS WAY MS N-4-L NORWOOD, MA 02062 | | | | | | Int’l Index | | 62.20 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive 3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Int’l Opportunities | | 5.21 | | Investor A | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Int’l Opportunities | | 5.76 | | Investor A | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Int’l Opportunities | | 9.34 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Int’l Opportunities | | 6.94 | | Investor A | | **Nationwide Bank Trust C/O IPO PORTFOLIO ACCOUNTING | | PO Box 182029 COLUMBUS OH 43218-2029 | | | | | | Int’l Opportunities | | 8.68 | | Investor B | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Int’l Opportunities | | 10.68 | | Investor B | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Int’l Opportunities | | 18.94 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Int’l Opportunities | | 7.16 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Int’l Opportunities | | 8.49 | | Investor C | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Int’l Opportunities | | 14.54 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Int’l Opportunities | | 36.44 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Int’l Opportunities | | 6.12 | | Institutional | | **Prudential Investment Mgts Service FBO Mutual Fund Clients | | 100 Mulberry Street
3 Gateway Center
Floor 11
Mail Stop NJ 05-11-20 Newark, NJ 07102 | | | | | | Int’l Opportunities | | 17.07 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Int’l Opportunities | | 5.24 | | Institutional | | **Charles Schwab & Co Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 | | | | | | Int’l Opportunities | | 6.82 | | Institutional | | **KPMG PEAT MARWICK RETIREMENT PLANS MASTER TRUST
c/o Bank of New York Trustee
ATTN SHABAT ZAIDI | | ONE WALL STREET
New York, NY 10286 | | | | | | Int’l Opportunities | | 23.26 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Int’l Value | | 93.53 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Int’l Value | | 97.64 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Int’l Value | | 98.45 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Int’l Value | | 97.11 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Int’l Value | | 6.71 | | Institutional | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Int’l Value | | 53.59 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive 3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Int’l Value | | 5.26 | | Institutional | | **WACHOVIA BANK FBO VARIOUS RETIREMENT PLANS | | 1525 WEST WT HARRIS BLVD CHARLOTTE NC 28288 | | | | | | Int’l Value | | 6.06 | | Institutional | | **Charles Schwab & Co Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 | | | | | | Int’l Value | | 7.89 | | Institutional | | **FIDELITY MGMT TRUST CO TTEE NOVARTIS CORP INV SAVINGS PLAN MASTER TRUST | | 82 DEVONSHIRE ST Z1M BOSTON MA 02109 | | | | | | International Opportunities | | 22.03 | | Service
Class | | **Prudential Investment Mgts Service FBO Mutual Fund Clients | | 100 Mulberry Street
3 Gateway Center
Floor 11
Mail Stop NJ 05-11-20 Newark, NJ 07102 | | | | | | International Opportunities | | 29.13 | | Service
Class | | **Charles Schwab & Co Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 | | | | | | International Opportunities | | 16.61 | | Service
Class | | **NFS LLC USB FBO FUND*X UPGRADER FUND | | PO Box 1787
MILWAUKEE, OH 53201 | | | | | | Investment Trust | | 29.79 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Investment Trust | | 6.15 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Investment Trust | | 89.94 | | Service
Class | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Investment Trust | | 6.01 | | Service
Class | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville,
KY 40232-2760 | | | | | | KY Municipal | | 6.83 | | Investor A | | **UBS FINANCIAL SERVICES INC. FBO RICHARD E. CHAPMAN | | 11200 BODLEY DRIVE LOUISVILLE KY 40223-1386 | | | | | | KY Municipal | | 48.54 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | KY Municipal | | 5.70 | | Investor A | | **LPL Financial Services | | 9785 TOWNE CENTRE DRIVE SAN DIEGO
CA 92121-1968 | | | | | | KY Municipal | | 5.39 | | Investor A | | **LPL Financial Services | | 9785 TOWNE CENTRE DRIVE SAN DIEGO
CA 92121-1968 | | | | | | KY Municipal | | 5.36 | | Investor A | | **LPL Financial Services | | 9785 TOWNE CENTRE DRIVE SAN DIEGO
CA 92121-1968 | | | | | | KY Municipal | | 17.69 | | Investor A | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville,
KY 40232-2760 | | | | | | KY Municipal | | 5.37 | | Investor B | | **NFS LLC FEBO # ALAN E SHADBURNE | | 10716 SHELBYVILLE ROAD LOUISVILLE KY 40243 | | | | | | KY Municipal | | 7.04 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | KY Municipal | | 82.40 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | KY Municipal | | 83.42 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | KY Municipal | | 15.31 | | Investor C | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | KY Municipal | | 7.32 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | KY Municipal | | 85.06 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | KY Municipal | | 70.55 | | Service
Class | | **PFPC FBO Hilliard Lyons/Capital | | 760 Moore Road
King of Prussia,
PA 19406 | | | | | | KY Municipal | | 29.45 | | Service
Class | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Large Cap Core | | 85.47 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Large Cap Core | | 93.68 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Large Cap Core | | 97.33 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Large Cap Core | | 84.76 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Large Cap Core | | 11.37 | | Class R | | **Hartford Life Ins Co Separate ACCOUNT | | PO Box 2999
Hartford, CT 06104 | | | | | | Large Cap Core | | 88.01 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Large Cap Growth | | 77.51 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Large Cap Growth | | 5.32 | | Investor A | | **NATIONWIDE BANK TRUST
C/O IPO PORTFOLIO ACCOUNTING | | PO Box 182029
COLUMBUS OH 43218-2029 | | | | | | Large Cap Growth | | 88.95 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Large Cap Growth | | 96.82 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Large Cap Growth | | 96.42 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Large Cap Growth | | 88.34 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Large Cap Growth | | 72.08 | | Service
Class | | **PFPC FBO Hilliard Lyons/Capital | | 760 Moore Road
King of Prussia,
PA 19406 | | | | | | Large Cap Growth | | 6.53 | | Service
Class | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Large Cap Value | | 28.05 | | Investor A | | **Prudential Investment Mgts Service
FBO Mutual Fund Clients | | 100 Mulberry Street
3 Gateway Center
Floor 11
Mail Stop NJ 05-11-20
Newark, NJ 07102 | | | | | | Large Cap Value | | 27.29 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Large Cap Value | | 7.67 | | Investor A | | **JOHN HANCOCK LIFE INSURANCE COMPANY (USA) RPS SEG FUNDS & ACCOUNTING, ET-7 | | 601 CONGRESS ST
BOSTON
MA 02210-2805 | | | | | | Large Cap Value | | 82.70 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Large Cap Value | | 93.93 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Large Cap Value | | 91.04 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Large Cap Value | | 69.76 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Large Cap Value | | 9.38 | | Institutional | | **ING LIFE INSURANCE & ANNUITY | | 151 FARMINGTON AVE Hartford, CT 06156 | | | | | | Large Cap Value | | 5.64 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia,
PA 19182 | | | | | | Large Cap Value | | 15.91 | | Service
Class | | **PFPC FBO Hilliard Lyons/Capital | | 760 Moore Road
King of Prussia,
PA 19406 | | | | | | Large Cap Value | | 6.64 | | Service
Class | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville,
KY 40232-2760 | | | | | | Large Cap Value | | 5.09 | | Service
Class | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Latin America Fund | | 66.13 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Latin America Fund | | 60.00 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Latin America Fund | | 69.35 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Latin America Fund | | 91.95 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Low Duration Portfolio | | 91.95 | | Investor B1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Low Duration Portfolio | | 93.50 | | Investor B2 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Low Duration Portfolio | | 6.87 | | BlackRock
Class | | **MASON TENDERS DISTRICT COUNCIL ANNUITY FUND | | 520 EIGHTH AVE STE
600 New York, NY 10018 | | | | | | Low Duration Portfolio | | 5.84 | | BlackRock
Class | | **MASON TENDERS DISTRICT COUNCIL WELFARE FUND | | 520 EIGHTH AVE STE
600 New York, NY 10018 | | | | | | Low Duration Portfolio | | 9.51 | | BlackRock
Class | | **The Metropolitan Museum of Art | | 1000 Fifth Ave
New York, NY 10028 | | | | | | Low Duration Portfolio | | 6.56 | | BlackRock
Class | | **New York State Nurses Association Benefits Fund | | P O Box 12430
Albany, NY 12212 | | | | | | Low Duration Portfolio | | 7.24 | | BlackRock
Class | | **Northern Trust Company
| | PO Box 92956
Chicago, IL 60675-2956 | | | | | | Low Duration Portfolio | | 6.98 | | BlackRock
Class | | **CAPINCO C/O US BANK | | PO Box 1787
MILWAUKEE WI 53201-1787 | | | | | | Low Duration Portfolio | | 11.06 | | BlackRock
Class | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Low Duration Portfolio | | 5.74 | | Investor A | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Low Duration Portfolio | | 12.49 | | Investor A | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Low Duration Portfolio | | 22.16 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Low Duration Portfolio | | 5.17 | | Investor A | | **Saxon and Co | | PO Box 7780-1888 PHILADELPHIA PA 19182 | | | | | | Low Duration Portfolio | | 16.85 | | Investor B | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Low Duration Portfolio | | 9.12 | | Investor B | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Low Duration Portfolio | | 34.05 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Low Duration Portfolio | | 11.62 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Low Duration Portfolio | | 9.14 | | Investor C | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Low Duration Portfolio | | 8.44 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Low Duration Portfolio | | 55.93 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Low Duration Portfolio | | 97.40 | | Investor C1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Low Duration Portfolio | | 97.26 | | Investor C2 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Low Duration Portfolio | | 14.82 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Low Duration Portfolio | | 67.38 | | Institutional | | **Saxon and Co | | PO Box 7780-1888
Philadelphia, PA 19182 | | | | | | Low Duration Portfolio | | 90.18 | | Service
Class | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Low Duration Portfolio | | 6.09 | | Service
Class | | **Charles Schwab & Co Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Low Duration Portfolio | | 96.82 | | Investor A1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Managed Income | | 5.68 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Managed Income | | 27.33 | | Investor A | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Managed Income | | 41.17 | | Investor A | | **Saxon and Co | | PO Box 7780-1888
Philadelphia, PA 19182 | | | | | | Managed Income | | 35.09 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Managed Income | | 39.40 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Managed Income | | 9.28 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Managed Income | | 71.78 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Managed Income | | 96.90 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Managed Income | | 6.89 | | Service
Class | | **MARIL & CO FBO 6K
C/O M&I TRUST CO, NA ATTN MUTUAL FUNDS | | 11270 WEST PARK
PLACE SUITE
400 - PPW-08-WM
MILWAUKEE WI 53224 | | | | | | Managed Income | | 91.27 | | Service
Class | | **PFPC
FBO Hilliard Lyons/Capital | | 760 Moore Road
King of Prussia, PA 19406 | | | | | | Growth FDP | | 100.00 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Growth FDP | | 99.90 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Growth FDP | | 99.96 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Growth FDP | | 100.00 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Research Int’l FDP | | 100.00 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Research Int’l FDP | | 100.00 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Research Int’l FDP | | 99.96 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Research Int’l FDP | | 100.00 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Mid-Cap Growth Equity | | 5.72 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Mid-Cap Growth Equity | | 8.25 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Mid-Cap Growth Equity | | 12.07 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Mid-Cap Growth Equity | | 11.20 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Mid-Cap Growth Equity | | 37.37 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Mid-Cap Growth Equity | | 26.35 | | Institutional | | **J.P. Morgan Chase as Directed Trust FBO Metlife Retirement Plans | | 8515 E Orchard Road
2T2 Greenwood Village,
CO 80111 | | | | | | Mid-Cap Growth Equity | | 20.50 | | Institutional | | **Saxon and Co | | PO Box 7780-1888
Philadelphia, PA 19182 | | | | | | Mid-Cap Growth Equity | | 34.95 | | Institutional | | **Saxon and Co | | PO Box 7780-1888
PHILADELPHIA PA 19182 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Mid-Cap Growth Equity | | 69.96 | | Service
Class | | **PFPC
FBO Hilliard Lyons/Capital | | 760 Moore Road
King of Prussia,
PA 19406 | | | | | | Mid-Cap Growth Equity | | 11.95 | | Service
Class | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville,
KY 40232-2760 | | | | | | Mid-Cap Growth Equity | | 11.34 | | Service
Class | | **Saxon and Co | | PO Box 7780-1888
Philadelphia, PA 19182 | | | | | | Mid-Cap Value Equity | | 14.98 | | Investor A | | **Lincoln National Life Insurance Company | | 1300 S Clinton Street
Fort Wayne,
IN 46802-3506 | | | | | | Mid-Cap Value Equity | | 6.58 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Mid-Cap Value Equity | | 10.92 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Mid-Cap Value Equity | | 7.61 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Mid-Cap Value Equity | | 44.47 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Mid-Cap Value Equity | | 18.48 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Mid-Cap Value Equity | | 14.35 | | Institutional | | **J.P. Morgan Chase as Directed Trust FBO Metlife Retirement Plans | | 8515 E Orchard Road
2T2 Greenwood Village,
CO 80111 | | | | | | Mid-Cap Value Equity | | 5.61 | | Institutional | | **Fidelity Investments Institutional OP CO INC FIIOC AS Agent for certain Employee Benefit Plans | | 100 Magellan Way (KW1C)
Covington,
KY 41015-0000 | | | | | | Mid-Cap Value Equity | | 14.33 | | Institutional | | **NFS LLC
USB FBO FUND*X UPGRADER FUND | | PO Box 1787
MILWAUKEE OH 53201 | | | | | | Mid-Cap Value Equity | | 5.66 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Mid-Cap Value Equity | | 5.53 | | Institutional | | **NFS LLC FEBO
State Street Bank & Trust
Trust Operations | | 1333 8th ST S
Moorehead, MN 56560-3604 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Mid-Cap Value Equity | | 10.00 | | Service
Class | | **Prudential Investment Mgts Service
FBO Mutual Fund Clients | | 100 Mulberry Street
3 Gateway Center Floor 11
Mail Stop NJ 05-11-20 Newark, NJ 07102 | | | | | | Mid-Cap Value Equity | | 12.57 | | Service
Class | | **Charles Schwab & Co Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 | | | | | | Mid-Cap Value Equity | | 9.09 | | Service
Class | | **PFPC
FBO Hilliard Lyons/Capital | | 760 Moore Road
King of Prussia, PA 19406 | | | | | | Mid-Cap Value Equity | | 55.20 | | Service
Class | | **UBS-FTC FBO: NAUGATUCK SAVINGS BK
UBS FIDUCIARY TRUST | | 1200 Harbor Blvd
6th Floor Weehawken,
NJ 07086 | | | | | | Mid Cap Value Opportunities | | 80.51 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Mid Cap Value Opportunities | | 92.56 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Mid Cap Value Opportunities | | 95.79 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Mid Cap Value Opportunities | | 94.17 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Mid Cap Value Opportunities | | 96.16 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Moderate Prepared | | 99.22 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Moderate Prepared | | 98.57 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Moderate Prepared | | 98.96 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Moderate Prepared | | 81.58 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Municipal Insured | | 87.67 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Municipal Insured | | 95.98 | | Investor C1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Municipal Insured | | 70.98 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Municipal Insured | | 88.80 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Municipal Insured | | 95.90 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | National Municipal | | 82.80 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | National Municipal | | 90.90 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | National Municipal | | 62.68 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | National Municipal | | 92.07 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | National Municipal | | 95.15 | | Investor C1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Natural Resources | | 66.05 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Natural Resources | | 18.14 | | Investor A | | **Hartford Life Ins Co Separate | | PO Box 2999 Hartford,
CT 06104 | | | | | | Natural Resources | | 90.31 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Natural Resources | | 93.52 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Natural Resources | | 95.88 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | NJ Municipal | | 88.12 | | Investor A1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | NJ Municipal | | 6.39 | | Investor B | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor New York,
NY 10001 | | | | | | NJ Municipal | | 13.38 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | NJ Municipal | | 45.49 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville,
KY 40232-2760 | | | | | | NJ Municipal | | 90.14 | | Investor B1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | NJ Municipal | | 94.77 | | Investor C1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | NJ Municipal | | 21.84 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | NJ Municipal | | 76.27 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | NJ Municipal | | 47.96 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | NJ Municipal | | 6.08 | | Investor A | | VALERIE F BENNETT | | 124 COLT LN
GLADSTONE NJ 07934-2027 | | | | | | NJ Municipal | | 9.60 | | Investor A | | **Pershing LLC | | P. O. Box 2052
JERSEY CITY,
NJ 07303-9998 | | | | | | NJ Municipal | | 14.62 | | Investor A | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | NJ Municipal | | 83.76 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | NJ Municipal | | 6.35 | | Investor C | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | NJ Municipal | | 5.34 | | Service
Class | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | NJ Municipal | | 23.45 | | Service
Class | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | NY Municipal | | 86.09 | | InvestorA1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | NY Municipal | | 90.23 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | NY Municipal | | 95.77 | | Investor C1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | NY Municipal | | 90.62 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | NY Municipal | | 10.93 | | Investor A | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor New York, NY 10001 | | | | | | NY Municipal | | 36.55 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | NY Municipal | | 8.25 | | Investor A | | Lynne R Quinn Living Paul F Quinn TTEE Trust UAD 1/23/04 | | 99 SUNSET HILL RD
PLEASANT VLY
NY 12569-5027 | | | | | | NY Municipal | | 15.46 | | Investor A | | **First Clearing, LLC Vickram Bedi | | 165 Main Street Mount Kisco, NY 10549 | | | | | | NY Municipal | | 71.35 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | NY Municipal | | 9.06 | | Investor C | | **UBS FINANCIAL SERVICES INC. FBO FLORENCE P. SHIENTAG | | 737 PARK AVE
APT 6E
New York, NY 10021-4256 | | | | | | NY Municipal | | 8.45 | | Investor C | | **First Clearing, LLC THEODORA GRACE FRISCIA | | 1186 Mason Ave
Staten Island,
NY 10306-5115 | | | | | | OH Municipal | | 7.89 | | Investor A | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | OH Municipal | | 18.64 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | OH Municipal | | 5.30 | | Investor A | | **UBS FINANCIAL SERVICES INC. FBO CATHERINE BITSOFF, TRUSTEE CATHERINE BITSOFF TRUST | | 7211 PICKWAY CINCINNATI OH 45233-4246 | | | | | | OH Municipal | | 5.41 | | Investor A | | **Pershing LLC | | P. O. Box 2052 JERSEY CITY, NJ 07303-2052 | | | | | | OH Municipal | | 14.44 | | Investor A | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville,
KY 40232-2760 | | | | | | OH Municipal | | 60.56 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | OH Municipal | | 81.24 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | OH Municipal | | 5.37 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | OH Municipal | | 89.91 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | OH Municipal | | 98.37 | | Service
Class | | **PFPC FBO Hilliard Lyons/Capital | | 760 Moore Road
King of Prussia, PA 19406 | | | | | | Pacific Fund | | 81.92 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Pacific Fund | | 93.07 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive 3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Pacific Fund | | 95.51 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive 3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Pacific Fund | | 79.16 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Pacific Fund | | 19.57 | | Class R | | **Hartford Life Ins Co Separate | | PO Box 2999
Hartford, CT 06104 | | | | | | Pacific Fund | | 89.84 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | PA Municipal | | 83.92 | | Investor A1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | PA Municipal | | 6.68 | | Investor B | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | PA Municipal | | 73.38 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | PA Municipal | | 87.69 | | Investor B1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | PA Municipal | | 96.93 | | Investor C1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | PA Municipal | | 92.57 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | PA Municipal | | 37.32 | | Service
Class | | **PFPC
FBO Hilliard Lyons/Capital | | 760 Moore Road
King of Prussia, PA 19406 | | | | | | PA Municipal | | 50.17 | | Service
Class | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | PA Municipal | | 7.90 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | PA Municipal | | 62.43 | | Investor A | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | PA Municipal | | 54.51 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | PA Municipal | | 7.41 | | Investor C | | **A G Edwards & Sons Inc
FBO Diane S Kedash | | One North Jefferson
St Louis, MO 63103-2287 | | | | | | PA Municipal | | 5.36 | | Investor C | | **Pershing LLC | | P. O. Box 2052
JERSEY CITY,
NJ 07303-9998 | | | | | | PA Municipal | | 12.49 | | Investor C | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | S&P 500 Index | | 95.11 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | S&P 500 Index Fund | | 97.63 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Short-Term Bond | | 98.30 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Short-Term Bond | | 93.89 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Short-Term Bond | | 97.58 | | Investor C1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Short-Term Bond | | 99.69 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Short-Term Bond | | 84.20 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Short-Term Bond | | 7.83 | | Institutional | | **Charles Schwab & Co Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 | | | | | | Short-Term Bond | | 99.20 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Short-Term Municipal | | 85.05 | | Investor A1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Short-Term Municipal | | 9.93 | | Investor A1 | | **NFS LLC FEBO
Internet Resource Management | | PO Box 1329
Fort Mill, SC 29716 | | | | | | Short-Term Municipal | | 91.82 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Short-Term Municipal | | 83.25 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Short-Term Municipal | | 100.00 | | BlackRock
Class | | **Charles Schwab & Co Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 | | | | | | Short-Term Municipal | | 96.74 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Short-Term Municipal | | 99.83 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Small Cap Core Equity | | 45.95 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small Cap Core Equity | | 5.51 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small Cap Core Equity | | 34.28 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small Cap Core Equity | | 22.82 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small Cap Core Equity | | 11.74 | | Institutional | | **Mercer Trust Company TTEE
FBO ARCH COAL EMPLOYEE THRIFT PLAN | | ONE INVESTORS WAY Norwood, MA 02062-0000 | | | | | | Small Cap Core Equity | | 11.94 | | Institutional | | **Mercer Trust Company TTEE FBO Magnum Coal Company 401(k) Plan | | One Investors Way MS
N-1-D Norwood, MA 02062 | | | | | | Small Cap Core Equity | | 34.75 | | Service
Class | | **NFS LLC FEBO
NATC & CO | | 10881 Lowell Ave Ste 100
Overland Park,
KS 66210-1666 | | | | | | Small Cap Core Equity | | 20.74 | | Service
Class | | **NFS LLC FEBO NATC & CO | | 10881 Lowell Ave Ste 100 Overland Park,
KS 66210-1666 | | | | | | Small Cap Core Equity | | 6.08 | | Service
Class | | **NFS LLC FEBO
NFS/FMTC IRA
FBO DELBERT F BUNCH | | 2820 Lakecrest Drive
Las Vegas, NV 89128 | | | | | | Small Cap Growth Equity | | 6.87 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small Cap Growth Equity | | 10.32 | | Investor A | | **NFS LLC FEBO
BONY Cust for PAS Small Cap FOF
Anthony Cirelli | | 90 Washington Street
11th Floor
New York, NY 10286 | | | | | | Small Cap Growth Equity | | 14.43 | | Investor A | | **RBC Dain Rauscher FBO Fairview Health Services | | 400 Stinson Blvd Minneapolis,
MN 55413-0000 | | | | | | Small Cap Growth Equity | | 6.71 | | Investor A | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Small Cap Growth Equity | | 11.04 | | Investor A | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Small Cap Growth Equity | | 29.01 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small Cap Growth Equity | | 22.75 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Small Cap Growth Equity | | 14.53 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Small Cap Growth Equity | | 33.44 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small Cap Growth Equity | | 38.17 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small Cap Growth Equity | | 16.18 | | Institutional | | **KPMG Peat Marwick Retirement Plans Master Trust
c/o Bank of New York Trustee ATTN SHABAT ZAIDI | | One Wall Street
New York, NY 10286 | | | | | | Small Cap Growth Equity | | 10.05 | | Institutional | | **Saxon and Co | | PO Box 7780-1888
Philadelphia, PA 19182 | | | | | | Small Cap Growth Equity | | 7.88 | | Institutional | | **Saxon and Co | | PO Box 7780-1888
Philadelphia, PA 19182 | | | | | | Small Cap Growth Equity | | 48.30 | | Service
Class | | **The Vanguard Group ATTN OUTSIDE
FUNDS K 14 | | 100 Vanguard Blvd
Malvern, PA 19355 | | | | | | Small Cap Growth Equity | | 40.12 | | Service
Class | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Small Cap Growth II | | 92.74 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small Cap Growth II | | 95.29 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small Cap Growth II | | 97.04 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small Cap Growth II | | 86.49 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Small Cap Growth II | | 8.19 | | Class R | | **Hartford Life Ins Co Separate | | PO Box 2999
Hartford, CT 06104 | | | | | | Small Cap Growth II | | 98.31 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small Cap Index | | 88.46 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small Cap Index | | 91.14 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small Cap Value Equity | | 9.14 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small Cap Value Equity | | 34.38 | | Investor A | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Small Cap Value Equity | | 21.03 | | Investor A | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Small Cap Value Equity | | 5.12 | | Investor B | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Small Cap Value Equity | | 21.31 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small Cap Value Equity | | 19.52 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Small Cap Value Equity | | 6.00 | | Investor C | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Small Cap Value Equity | | 10.88 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | Small Cap Value Equity | | 52.74 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small Cap Value Equity | | 10.48 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Small Cap Value Equity | | 71.75 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Small Cap Value Equity | | 5.29 | | Institutional | | **Charles Schwab & Co Inc. For the Exclusive Benefit of Customers Special Custody Accounts | | 101 Montgomery Street
San Francisco,
CA 94104-4122 | | | | | | Small Cap Value Equity | | 30.61 | | Service
Class | | **Prudential Investment Mgts Service FBO Mutual Fund Clients | | 100 Mulberry Street
3 Gateway Center Floor
11 Mail Stop NJ 05-11-20 Newark, NJ 07102 | | | | | | Small Cap Value Equity | | 9.58 | | Service
Class | | **PFPC
FBO Hilliard Lyons/Capital | | 760 Moore Road
King of Prussia, PA 19406 | | | | | | Small Cap Value Equity | | 46.66 | | Service
Class | | **Saxon and Co | | PO Box 7780-1888
Philadelphia, PA 19182 | | | | | | Small Cap Value Equity | | 24.77 | | BlackRock
Class | | **NFS LLC FEBO
The Northern Trust Company | | PO Box 92956
Chicago, IL 60675-2956 | | | | | | Small Cap Value Equity | | 28.78 | | BlackRock
Class | | **NFS LLC FEBO The Northern Trust Company | | PO Box 92956
Chicago, IL 60675-2956
| | | | | | Small Cap Value Equity | | 44.60 | | BlackRock
Class | | **NFS LLC FEBO The Northern Trust Company
| | PO Box 92956
Chicago, IL 60675-2956 | | | | | | Small/Mid-Cap Growth | | 7.75 | | Investor A | | **Lincoln National Life Insurance Company | | 1300 S Clinton Street Fort Wayne, IN 46802-3506 | | | | | | Small/Mid-Cap Growth | | 12.42 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small/Mid-Cap Growth | | 8.61 | | Investor A | | **Reliance Trust Company, Trustee FBO MetLife NAV Plans | | 8515 E Orchard Rd
2T2 Greenwood Village CO 80111 | | | | | | Small/Mid-Cap Growth | | 6.14 | | Investor A | | **Investors Bank & Trust Co TTE Various Retirement Plans Cust FBO
Diversified Investment Advisors Inc | | 4 Manhattanville Road Purchase, NY 10577-2139 | | | | | | Small/Mid-Cap Growth | | 16.44 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small/Mid-Cap Growth | | 20.18 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Small/Mid-Cap Growth | | 35.16 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small/Mid-Cap Growth | | 5.64 | | Institutional | | **T Rowe Price Retirement Plan Services | | 4515 Painters Mill Road
Owings Mills
MD 21117-4903 | | | | | | Small/Mid-Cap Growth | | 52.68 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small/Mid-Cap Growth | | 14.52 | | Institutional | | **J.P. Morgan Chase as Directed Trust FBO Metlife Retirement Plans | | 8515 E Orchard Road
2T2 Greenwood Village,
CO 80111 | | | | | | Small/Mid-Cap Growth | | 6.05 | | Institutional | | **NFS LLC FEBO Old Natl Trust Co DBA OLTRUST Trustee FBO Clinets | | PO Box 966
Evansville, IN 47706-0966 | | | | | | Small/Mid-Cap Growth | | 9.81 | | Institutional | | **US Bank NA TTEES Lindquist & Vennum PSP Trust US BANCORP-Mutual Funds Department | | PO Box 1787
Milwaukee, WI 53201-1787 | | | | | | Small/Mid-Cap Growth | | 52.93 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Small/Mid-Cap Growth | | 39.23 | | Class R | | **MG Trust Company Cust. FBO ECONET INC | | 700 17th Street
Suite 300
Denver, CO 80202 | | | | | | Strategic Portfolio I | | 9.14 | | | | **Federated Dept Stores (FDS)
c/o BlackRock Financial Mgmt | | 40 East 52nd Street
New York, NY 10022 | | | | | | Strategic Portfolio I | | 7.09 | | | | **Blue Cross of Idaho Health Service Inc (BCI) | | 3000 E Pine Ave
Meridian, ID 83642 | | | | | | Strategic Portfolio I | | 33.22 | | | | **Arkansas Teacher Retirement System (ATRS) | | 1400 West Third
Little Rock, AR 72201 | | | | | | Summit Cash Reserves | | 96.43 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Summit Cash Reserves | | 91.65 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Summit Cash Reserves | | 99.78 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Summit Cash Reserves | | 12.14 | | Institutional | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor New York,
NY 10001 | | | | | | Summit Cash Reserves | | 86.11 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Total Return II | | 5.46 | | BlackRock
Class | | **NAP & CO Partnership | | 7650 Magna Drive
Belleville, IL 62223-3366 | | | | | | Total Return II | | 5.49 | | BlackRock
Class | | **Northern Trust Company FBO USAA Savings & Investment Plan Div | | PO Box 92994
Chicago, IL 60675-0000 | | | | | | Total Return II | | 13.69 | | BlackRock
Class | | **Saxon and Co | | PO Box 7780-1888
Philadelphia, PA 19182 | | | | | | Total Return II | | 5.14 | | BlackRock
Class | | **Saxon and Co | | PO Box 7780-1888
Philadelphia, PA 19182 | | | | | | Total Return II | | 11.43 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Total Return II | | 11.41 | | Investor A | | **Reliance Trust Company, Trustee FBO MetLife NAV Plans | | 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111 | | | | | | Total Return II | | 8.85 | | Investor A | | **UBS Financial Services Inc. FBO Adventist Healthcare, Inc. Intermediate Segment Account | | 1801 Research Blvd Suite 400 Rockville,
MD 20850-3184 | | | | | | Total Return II | | 5.96 | | Investor A | | **Metlife Asset Allocation Portfolio | | 2 Montgomery Street
Jersey City,
NJ 07302-3802 | | | | | | Total Return II | | 10.00 | | Investor A | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Total Return II | | 5.34 | | Investor B | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Total Return II | | 6.89 | | Investor B | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Total Return II | | 52.10 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Total Return II | | 9.08 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville, KY 40232-2760 | | | | | | Total Return II | | 84.04 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Total Return II | | 32.25 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Total Return II | | 5.44 | | Institutional | | **Fidelity Investments Institutional OP CO INC FIIOC AS Agent for Certain Employee Benefit Plans | | 100 Magellan Way (KW1C)
Covington,
KY 41015-0000 | | | | | | Total Return II | | 50.94 | | Institutional | | **Saxon and Co | | PO Box 7780-1888
Philadelphia, PA 19182 | | | | | | Total Return II | | 13.66 | | Service
Class | | **Charles Schwab & Co Inc. | | 101 Montgomery Street
San Francisco,
CA 94104-4122 | | | | | | Total Return II | | 6.08 | | Service
Class | | **Saxon and Co | | PO Box 7780-1888
Philadelphia, PA 19182 | | | | | | Total Return II | | 32.62 | | Service
Class | | **Saxon and Co FBO
20-01-302-9912426 | | PO Box 7780-1888
Philadelphia, PA 19182 | | | | | | Total Return II | | 6.94 | | Service
Class | | **TAYNIK & CO c/o Investors Bank & Trust | | PO Box 9130 FPG90
Boston, MA 02117-9130 | | | | | | Total Return II | | 20.33 | | Service
Class | | **Massachusetts Mutual Life Ins Co | | 1295 State Street N255 Springfield, MA 01111 | | | | | | Total Return | | 9.45 | | BlackRock
Class | | **Custodial Trust Company | | 101 Carnegie Center Princeton, NJ 08540 | | | | | | Total Return | | 7.38 | | BlackRock
Class | | **ILGWU Death Benefit Fund | | 730 Broadway
New York, NY 10003-9502 | | | | | | Total Return | | 5.65 | | BlackRock
Class | | **Northern Trust Company FBO New Haven Cerf | | PO Box 92956 Chicago, IL 60675-0000 | | | | | | Total Return | | 10.13 | | BlackRock
Class | | **Sheldon and Co c/o National City | | PO Box 94984 Cleveland, OH 44101-0498 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Total Return | | 7.74 | | BlackRock
Class | | **MAC and Co Mutual Fund Operations | | P O Box 3198
525 William Penn Place Pittsburgh, PA 15230 | | | | | | Total Return | | 7.34 | | BlackRock
Class | | **Bank of New York Mutual Fund Reorg Department | | 2 Hanson Place
6th Floor Brooklyn,
NY 11217 | | | | | | Total Return | | 10.38 | | BlackRock
Class | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Total Return | | 10.48 | | BlackRock
Class | | **Northern Trust Company Trust | | PO Box 92956
Chicago, IL 60675-2956 | | | | | | Total Return | | 5.05 | | Investor A | | **NFS LLC FEBO Mary C Muller | | 2221 Monica Place
Sarasota, FL 34235 | | | | | | Total Return | | 53.35 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Total Return | | 6.33 | | Investor A | | **Pershing LLC | | P. O. Box 2052
Jersey City, NJ 07303-9998 | | | | | | Total Return | | 5.63 | | Investor B | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | Total Return | | 59.75 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Total Return | | 9.56 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville,
KY 40232-2760 | | | | | | Total Return | | 91.42 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Total Return | | 30.74 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Total Return | | 64.82 | | Institutional | | **Saxon and Co | | PO Box 7780-1888 Philadelphia, PA 19182 | | | | | | Total Return | | 37.39 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | U.S. Opportunities | | 10.19 | | Investor A | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor New York,
NY 10001 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | U.S. Opportunities | | 6.32 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | U.S. Opportunities | | 5.47 | | Investor A | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville,
KY 40232-2760 | | | | | | U.S. Opportunities | | 6.21 | | Investor B | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | U.S. Opportunities | | 12.03 | | Investor B | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | U.S. Opportunities | | 17.28 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | U.S. Opportunities | | 13.79 | | Investor B | | **Special Custody Account for the Exclusive Benefit of Customers Omnibus Account | | PO Box 32760
Louisville,
KY 40232-2760 | | | | | | U.S. Opportunities | | 9.44 | | Investor C | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 | | | | | | U.S. Opportunities | | 16.39 | | Investor C | | **CitiGroup Global Markets Inc. | | 333 West 34th Street -
3rd Floor
New York, NY 10001 | | | | | | U.S. Opportunities | | 36.68 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | U.S. Opportunities | | 50.46 | | Institutional | | Prudential Investment Mgts Service FBO Mutual Fund Clients | | 100 Mulberry Street
3 Gateway Center
Floor 11
Mail Stop NJ 05-11-20
Newark, NJ 07102 | | | | | | U.S. Opportunities | | 15.75 | | Institutional | | **NFS LLC FEBO First Midwest Bank DBA UNATCO | | 2801 W Jefferson Street
Joliet, IL 60435-5299 | | | | | | U.S. Opportunities | | 13.48 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | U.S. Opportunities | | 84.16 | | Service
Class | | **Dean Witter Reynolds | | 3 Harborside Plaza
6th Floor
Jersey City, NJ 07311 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Utilities & Telecoms Fund | | 88.93 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Utilities & Telecoms Fund | | 45.71 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Utilities & Telecoms Fund | | 93.25 | | Investor B1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Utilities & Telecoms Fund | | 95.98 | | Investor C1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Utilities & Telecoms Fund | | 94.80 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Utilities & Telecoms Fund | | 80.29 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Value Opportunities Fund Inc. | | 89.75 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Value Opportunities Fund Inc. | | 96.48 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Value Opportunities Fund Inc. | | 96.12 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Value Opportunities Fund Inc. | | 91.12 | | Class R | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Value Opportunities Fund Inc. | | 8.44 | | Class R | | **Hartford Life Ins Co Separate Account | | PO Box 2999
Hartford, CT 06104 | | | | | | Value Opportunities Fund Inc. | | 83.56 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Value Opportunities Fund Inc. | | 9.16 | | Institutional | | **State Street Bank & Trust Co Trust FBO Pinnacle West Capital Corporation Savings Plan | | 105 Rosemont Road
Westwood, MA 02090 | | | | | | Value FDP | | 100.00 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Value FDP | | 100.00 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Value FDP | | 99.97 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Value FDP | | 99.95 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | World Income | | 89.36 | | Investor A | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | World Income | | 92.15 | | Investor B | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | World Income | | 90.78 | | Investor C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | World Income | | 98.85 | | Investor C1 | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | World Income | | 82.30 | | Institutional | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | BATS - C | | 94.96 | | Series C | | **Merrill Lynch Pierce Fenner & Smith | | 4800 Deer Lake Drive E
Jacksonville, FL 32246-6484 | | | | | | BATS - M | | 95.12 | | Series M | | **Merrill Lynch Pierce Fenner & Smith | | 4800 Deer Lake Drive E
Jacksonville, FL 32246-6484 | | | | | | BATS - S | | 58.76 | | Series S | | **Merrill Lynch Pierce Fenner & Smith | | 4800 Deer Lake Drive E Jacksonville, FL 32246-6484 | | | | | | BATS - S | | 7.23 | | Series S | | **UBS Financial Services Inc. FBO ON LOK Senior Health Services | | 1333 Bush Street San Francisco, CA 94109-5611 | | | | | | Balanced Capital V.I. | | 99.29 | | CLASS I | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Basic Value V.I. | | 88.81 | | CLASS I | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Basic Value V.I. | | 6.67 | | CLASS I | | **PFL Endeavor Var Annuity Acct | | 4333 Edgewood Road NE Cedar Rapids, IA 52499 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Basic Value V.I. | | 78.89 | | CLASS II | | **Manufacturers Life Insurance of North America | | 601 Congress St
Location 10-194
Boston, MA 02210-2805 | | | | | | Basic Value V.I. | | 21.11 | | CLASS II | | **Manufacturers Life Insurance of North America | | 601 Congress St
Location 10-194
Boston, MA 02210-2805 | | | | | | Basic Value V.I. | | 70.92 | | CLASS III | | **GE Life & Annuity Assurance Co | | 6610 West Broad Street Richmond, VA 23230-1702 | | | | | | Basic Value V.I. | | 21.29 | | CLASS III | | **Pacific Select Exec Separate Account of Pacific Life | | 700 Newport Center Drive Newport Beach,
CA 92660-6307 | | | | | | Bond V.I. | | 99.46 | | CLASS I | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Fundamental Growth V.I. | | 91.73 | | CLASS I | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Fundamental Growth V.I. | | 8.27 | | CLASS I | | **AIG Life Insurance Company | | One Alica Plaza PO Box 667 Wilmington, DE 19889 | | | | | | Global Allocation V.I. | | 96.66 | | CLASS I | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Allocation V.I. | | 89.01 | | CLASS II | | **Manufacturers Life Insurance of North America | | 601 Congress St
Location 10-194
Boston, MA 02210-2805 | | | | | | Global Allocation V.I. | | 10.73 | | CLASS II | | **Manufacturers Life Insurance of North America | | 601 Congress St
Location 10-194
Boston, MA 02210-2805 | | | | | | Global Allocation V.I. | | 86.37 | | CLASS III | | **GE Life & Annuity Assurance Co | | 6610 West Broad Street Richmond,
VA 23230-1702 | | | | | | Global Allocation V.I. | | 8.34 | | CLASS III | | **GE Capital Life Assurance Company of New York | | 6610 West Broad Street Richmond, VA 23230-1702 | | | | | | Global Growth V.I. | | 94.95 | | CLASS I | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Gov’t Income V.I. | | 99.99 | | CLASS I | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | High Income V.I. | | 92.54 | | CLASS I | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | High Income V.I. | | 6.21 | | CLASS I | | **PFL Endeavor Var Annuity Acct | | 4333 Edgewood Road NE Cedar Rapids, IA 52499 | | | | | | Int’l Value V.I. | | 98.92 | | CLASS I | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Large Cap Core V.I. | | 99.48 | | CLASS I | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Large Cap Core V.I. | | 96.89 | | CLASS II | | **Nationwide Insurance Company | | P. O. Box 182029
Columbus, OH 43218-2029 | | | | | | Large Cap Growth V.I. | | 95.87 | | CLASS I | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Large Cap Growth V.I. | | 95.86 | | CLASS III | | **GE Life & Annuity Assurance Co | | 6610 West Broad Street Richmond, VA 23230-1702 | | | | | | Large Cap Value V.I. | | 99.80 | | CLASS I | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Large Cap Value V.I. | | 92.56 | | CLASS II | | **Nationwide Insurance Company | | P. O. Box 182029
Columbus, OH 43218-2029 | | | | | | Money Market V.I. | | 95.79 | | CLASS I | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | S&P 500 Index V.I. | | 100.00 | | CLASS I | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | S&P 500 Index V.I. | | 99.22 | | CLASS II | | **Nationwide Insurance Company | | P. O. Box 182029
Columbus, OH 43218-2029 | | | | | | Utilities & Telecoms V.I. | | 98.81 | | CLASS I | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Value Opportunities V.I. | | 80.39 | | CLASS II | | **Manufacturers Life Insurance of North America | | 601 Congress St
Location 10-194
Boston, MA 02210-2805 | | | | | | Value Opportunities V.I. | | 19.61 | | CLASS II | | **Manufacturers Life Insurance of North America | | 601 Congress St
Location 10-194
Boston, MA 02210-2805 | | | | | | Value Opportunities V.I. | | 93.37 | | CLASS III | | **GE Life & Annuity Assurance Co | | 6610 West Broad Street Richmond,
VA 23230-1702 | | | | | | Value Opportunities V.I. | | 6.63 | | CLASS III | | **GE Capital Life Assurance Company of New York | | 6610 West Broad Street Richmond,
VA 23230-1702 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | Value Opportunities V.I. | | 92.02 | | CLASS I | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Balanced Capital Portfolio | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Bond Portfolio | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Fundamental Growth Portfolio | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Global Allocation Portfolio | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Gov’t Income Portfolio | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | High Income Portfolio | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Large Cap Core Portfolio | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | Money Market Portfolio | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | MAS High Income | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | MAS US Mortgage | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | MAS Global SmallCap | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | MAS Mid Cap Value | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | GNMA IAP | | 32.30 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | CMA AZ Municipal | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | CMA CA Municipal | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | CMA CT Municipal | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | CMA FL Municipal | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | CMA Gov’t Securities | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | CMA MA Municipal | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | CMA MI Municipal | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | CMA Money Fund | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | CMA NC Municipal | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | CMA NJ Municipal | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | CMA NY Municipal | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | CMA OH Municipal | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | CMA PA Municipal | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | CMA Tax-Exempt | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | CMA Treasury | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | ML Ready Assets | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | ML Retirement Reserves | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | ML USA Gov’t Reserves | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | WCMA Gov’t Securities | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | WCMA Money Fund | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | WCMA Tax-Exempt | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | WCMA Treasury | | 100.00 | | | | **Merrill Lynch Pierce Fenner & Smith | | 4800 E Deer Lake Drive
3rd Floor
Jacksonville, FL 32246-6484 | | | | | | ML Institutional Fund | | 68.32 | | | | **Merrill Lynch Pierce Fenner & Smith Inc.
For the Sole Benefit of Its Customers | | 4800 Deer Lake Drive E
Jacksonville, FL 32246-6484 | | | | | | ML Institutional Tax-Exempt | | 73.55 | | | | **Merrill Lynch Pierce Fenner & Smith Inc.
For the Sole Benefit of Its Customers | | 4800 Deer Lake Drive E
Jacksonville, FL 32246-6484 | | | | | | ML Premier Institutional Fund | | 20.57 | | | | **Merrill Lynch Pierce Fenner & Smith Inc.
For the Sole Benefit of Its Customers | | 4800 Deer Lake Drive E
Jacksonville, FL 32246-6484 | | | | | | ML Premier Institutional Fund | | 6.94 | | | | **Merrill Lynch Pierce Fenner & Smith Trade House Account Class A | | 4800 Deer Lake Drive E Jacksonville, FL 32246-6484 | | | | | | ML Treasury Fund | | 44.63 | | | | **Merrill Lynch Pierce Fenner & Smith Inc.
For the Sole Benefit of Its Customers | | 4800 Deer Lake Drive E Jacksonville, FL 32246-6484 |
| | | | | | | | | Fund | | % of
Class | | Class | | Name | | Address | ML Treasury Fund | | 12.45 | | | | **The Trust for Certain Creditor
CFC Trust | | 805 Broadway Street Ste 205 Vancouver, WA 98660-3304 | | | | | | ML Gov’t Fund | | 18.45 | | | | **Merrill Lynch Pierce Fenner & Smith Inc.
For the Sole Benefit of Its Customers | | 4800 Deer Lake Drive E
Jacksonville, FL 32246-6484 | | | | | | ML Gov’t Fund | | 12.58 | | | | **Government Employees Insurance
Att: Plaza Investment Managers | | Geico Plaza
Washington, DC 20076-0001 | | | | | | ML Gov’t Fund | | 9.13 | | | | **Fremont Investment & Loan | | 2727 E Imperial Hwy
Brea, CA 92821-6713 | | | | | | ML Gov’t Fund | | 8.24 | | | | **Merrill Lynch Pierce Fenner & Smith
Trade House Account Class A | | 4800 Deer Lake Drive E
Jacksonville, FL 32246-6484 | | | | | | ML Gov’t Fund | | 5.50 | | | | Stater Brothers | | 21700 Barton Road
Colton, CA 92324-4403 |
| ** | | Indicates record holders that do not beneficially hold the shares. |
| | | | | BLACKROCK-ADVISED FUNDS 100 BELLEVUE PARKWAY | | | | VOTE BY INTERNET -www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | WILMINGTON, DELAWARE 19809 | | | | ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Blackrock Funds in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. | | | | | VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. | | | | | VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Blackrock Funds, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
| | | | | | | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | | BKROC1 | | KEEP THIS PORTION FOR YOUR RECORDS | | | | | | | DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | | | | | | | | | | | | | | | | | | | BLACKROCK FUNDS | | | | | | | | | | | | | | | | | | | | | | | | | | | | The Board Members responsible for your fund recommends that you vote “For” the proposals. | | | | | | | | | | | | | | |
[Proxy Card Front]
[NAME OF FUND]
P.O. Box 9011
Princeton, New Jersey 08543-9011
PROXY
This proxy is solicited on behalf of the Board of Directors/Trustees
The undersigned hereby appoints Donald C. Burke, Alice A. Pellegrino and Brian D. Stewart as proxies, each with the power to appoint his or her substitute, and hereby authorizes each of them to represent and to vote, as designated on the reverse hereof, all the shares of the above-named Fund (the “Fund”), held of record by the undersigned on June 2, 2006 at the special meeting of shareholders of the Fund to be held on [Monday, July 31][Tuesday, August 15], 2006, or any adjournment or postponement thereof.
| | Vote On Directors | | For
All | | 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, 4 and 5 and AGAINST Proposal 6.Withhold
All | |
By signing and dating the reverse side of this card, you authorize the proxies to vote the proposals as marked, or if not marked, to vote “FOR” Proposals 1, 2, 3, 4 and 5 and “AGAINST” Proposal 6, and to use their discretion to vote for any other matter as may properly come before the meeting or any adjournment or postponement thereof. If you do not intend to personally attend the meeting, please complete and return this card at once in the enclosed envelope.
(Continued and to be signed on the reverse side)
For All Except | | To withhold authority to vote for any individualnominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | | | | |
[Proxy Card Reverse]
Please mark boxes /X/ or [X] in blue or black ink.
1. | | | | | | | | | | | To approve a new investment advisory agreement with BlackRock Advisors, Inc. |
| FOR |_| | AGAINST |_| | ABSTAIN |_| | |
2. | A. | For shareholders1. Election of Marsico Growth FDP Fund, a series of FDP Series, Inc., only: To approve a new subadvisory agreement. Board A Nominees. |
| FOR |_| | AGAINST |_| | ABSTAIN |_| | |
| B. | For shareholders of MFS Research International FDP Fund, a series of FDP Series, Inc., only: To approve a new subadvisory agreement. |
| FOR |_| | AGAINST |_| | ABSTAIN |_| | |
| C. | For shareholders of Franklin Templeton Total Return FDP Fund, a series of FDP Series, Inc., only: To approve a new subadvisory agreement. |
| FOR |_| | AGAINST |_| | ABSTAIN |_| | |
| D. | For shareholders of Van Kampen Value FDP Fund, a series of FDP Series, Inc., only: To approve a new subadvisory agreement. |
| FOR |_| | AGAINST |_| | ABSTAIN |_| | |
3. | | To approve a contingent subadvisory agreement with BlackRock Advisors, Inc. |
| FOR |_| | AGAINST |_| | ABSTAIN |_| | |
4. | | For shareholders of Merrill Lynch Healthcare Fund, Inc. only: To approve a proposed change in the fundamental investment restriction relating to industry concentration of Merrill Lynch Healthcare Fund, Inc. |
| FOR |_| | AGAINST |_| | ABSTAIN |_| | |
5. | | For shareholders of Merrill Lynch Natural Resources Trust only: To approve a proposed change in the fundamental investment restriction relating to industry concentration of Merrill Lynch Natural Resources Trust. |
| FOR |_| | AGAINST |_| | ABSTAIN |_| | |
6. | | For shareholders of Merrill Lynch Global Allocation Fund, Inc. only: To approve a shareholder proposal recommending divestiture of Freeport McMoRan Copper & Gold, Inc. stock. |
In the discretion of such proxies, upon such other business as may properly come before the meeting or any adjournment or postponement
| | | | | | | | | | | | 01) James H. Bodurtha | | 09) Robert M. Hernandez | | ¨ | | ¨ | | ¨ | | | | | | | | | 02) Bruce R. Bond | | 10) John F. O’Brien | | | | | | | | | | | | | | | | | 03) Donald W. Burton | | 11) Roberta Cooper Ramo | | | | | | | | | | | | | | | | | 04) Richard S. Davis | | 12) Jean Margo Reid | | | | | | | | | | | | | | | | | 05) Stuart E. Eizenstat | | 13) David H. Walsh | | | | | | | | | | | | | | | | | 06) Laurence D. Fink | | 14) Fred G. Weiss | | | | | | | | | | | | | | | | | 07) Kenneth A. Froot | | 15) Richard R. West | | | | | | | | | | | | | | | | | 08) Henry Gabbay | | | | | | | | | | | | | | | | | | | | | | | 2. Not applicable | | | | | | | | | | | 3. To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof. | | | | | | | | | | | Please sign exactly as name appears hereon. 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 person. | | | | | | | | | | | Sign, Date and Return the Proxy Card Promptly, if Received by Mail, Using the Enclosed Envelope. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | | | Signature (Joint Owners) | | Date | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BLACKROCKFUNDS P.O. Box 9011 Princeton, New Jersey 08543-9011 PROXY This proxy is solicited on behalf of the Board of Directors/Trustees The undersigned hereby appoints Donald C. Burke, Howard B. Surloff and Brian P. Kindelan 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 hereof, all the shares of the above-named Fund (the “Fund”), held of record by the undersigned on June 25, 2007 at the annual meeting of shareholders of the Fund to be held at the offices of BlackRock, Inc., Park Avenue, 55 East 52nd Street, New York, New York 10022 on Thursday, August 23, 2007 or Friday, September 7, 2007, or any adjournment or postponement thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the proxy statement for the meeting. 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 proposals. By signing and dating the reverse side of this card, you authorize the proxies to vote the proposals as marked, or if not marked, to vote “FOR” the proposals, and to use their discretion to vote for any other matter as may properly come before the meeting or any adjournment or postponement thereof. If you do not intend to personally attend the meeting, please complete and return this card at once, if received by mail, in the enclosed envelope. (Continued and to be signed on the reverse side) |
| | | | | BLACKROCK-ADVISED FUNDS 100 BELLEVUE PARKWAY | | | | VOTE BY INTERNET -www.proxvvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | | WILMINGTON, DELAWARE 19809 | | | | ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Blackrock Funds in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. | | | | | VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. | | | | | VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Blackrock Funds, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
| | | | | | | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | | BKROC3 | | KEEP THIS PORTION FOR YOUR RECORDS | | | | | | | DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | | | | | | | | | | | | | | | | | | | | | | | | | BLACKROCK FUNDS | | | | | | | | | | | | | | | | | | | | | | | | | The Board Members responsible for your fund recommends that you vote “For” each of the proposals. | | | | | | | | | | | | | | | | | | | | | | | Vote On Directors | | For
All | | Withhold All | | For All Except | | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the numbers) of the nominee(s) on the line below. | | | | | | | | | | | | | | | 1. Election of Board A Nominees. | | | | | | | | | | | | | | | | | | | | | | | | 01) James H. Bodurtha | | 09) Robert M. Hernandez | | ¨ | | ¨ | | ¨ | | | | | | | | | 02) Bruce R. Bond | | 10) John F. O’Brien | | | | | | | | | | | | | | | | | | | | | | | 03) Donald W. Burton | | 11) Roberta Cooper Ramo | | | | | | | | | | | | | | | | | | | | | | | 04) Richard S. Davis | | 12) Jean Margo Reid | | | | | | | | | | | | | | | | | | | | | | | 05) Stuart E. Eizenstat | | 13) David H. Walsh | | | | | | | | | | | | | | | | | | | | | | | 06) Laurence D. Fink | | 14) Fred G. Weiss | | | | | | | | | | | | | | | | | | | | | | | 07) Kenneth A. Froot | | 15) Richard R. West | | | | | | | | | | | | | | | | | | | | | | | 08) Henry Gabbay | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Vote On Proposal | | | | | | | | | | | | For | | | | Against | | abstain | | | | | | | | | | | | 2. To approve a change in the investment objective. | | ¨ | | | | ¨ | | ¨ | | | | | | | | | 3. To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof. | | | | | | | | | | | Please sign exactly as name appears hereon. 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 person. | | | | | | | | | | | | Sign, Date and Return the Proxy Card Promptly, if Received by Mail, Using the Enclosed Envelope. | | | | | | | | | | | | | | | | | | | Dated: ________________________ | | | | | | | | | | | | | | | | | | X_______________________________________________ Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | | | Signature (Joint Owners) | | | | Date | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | BLACKROCK-ADVISED FUNDS 100 BELLEVUE PARKWAY | | | | VOTE BY INTERNET -www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | | WILMINGTON, DELAWARE 19809 | | | | ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Blackrock Funds in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. | | | | | VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. | | | | | VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Blackrock Funds, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
| | | | | | | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | | BKROC4 | | KEEP THIS PORTION FOR YOUR RECORDS | | | | | | | DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | | | | | | | | | | | | | | | | | | | BLACKROCK FUNDS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X_______________________________________________ Signature, if held jointlyThe Board Members responsible for your fund recommends that you vote “For” the proposal. | | | | | | | | | | | | | | |
| | | | | | | | | | | Vote On Directors | | For
All | | Withhold All | | For All Except | | To withhold authority to vote for any individualnominee(s), mark “For All Except” and write the numbers) of the nominee(s) on the line below. | | | | | | | | | | | | | | | | 1. Election of Board B Nominees. | | | | | | | | | | | | | | | | | | | | | | | | | 01) David O. Beim | | 08) Cynthia A. Montgomery | | ¨ | | ¨ | | ¨ | | | | | | | 02) Richard S. Davis | | 09) Joseph P. Platt, Jr. | | | | | | | | | | | | | | | | | 03) Ronald W. Forbes | | 10) Robert C. Robb, Jr. | | | | | | | | | | | | | | | | | 04) Henry Gabbay | | 11) Toby Rosenblatt | | | | | | | | | | | | | | | | | 05) Dr. Matina Horner | | 12) Kenneth L. Urish | | | | | | | | | | | | | | | | | 06) Rodney D. Johnson | | 13) Frederick W. Winter | | | | | | | | | | | | | | | | | 07) Herbert I. London | | | | | | | | | | | | | | | | | | | | | | | 2. Not applicable | | | | | | | | | | | 3. In the discretion of such proxies, upon such other business as may properly come before the meeting or any adjournment or postponement thereof. | | | | | | | | | | | Please sign exactly as name appears hereon. 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 person. | | | | | | | | | | | Sign, Date and Return the Proxy Card Promptly, if Received by Mail, Using the Enclosed Envelope. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | | | Signature (Joint Owners) | | Date | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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