DEF 14A 1 ddef14a.htm ASSET PROGRAM INC. Prepared by R.R. Donnelley Financial -- ASSET PROGRAM INC.

 

As filed with the Securities and Exchange Commission on February 11, 2002

 
SCHEDULE 14A INFORMATION
 
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE  SECURITIES EXCHANGE ACT OF 1934
 
Filed by the Registrants    x
     
    
Check the appropriate box:
Filed by a Party other than the Registrant    ¨
     
    
¨ Preliminary Proxy Statement
    
x Definitive Proxy Statement
    
¨ Definitive Additional Materials
    
¨ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE ASSET PROGRAM, INC. (2 Series)
Mercury Growth Opportunity Fund
Mercury U.S. Government Securities Fund
 
FUND ASSET MANAGEMENT MASTER TRUST
(2 Series)
Low Duration Master Portfolio
Total Return Bond Master Portfolio
 
MASTER FOCUS TWENTY TRUST
 
MASTER MID CAP GROWTH TRUST
 
MASTER LARGE CAP SERIES TRUST (3 Series)
Master Large Cap Growth Portfolio
Master Large Cap Value Portfolio
Master Large Cap Core Portfolio
  
MERCURY FOCUS TWENTY FUND, INC.
 
MERCURY HW FUNDS (3 Series)
Mercury Low Duration Fund
Mercury Total Return Bond Fund
Mercury HW International Value Fund
 
MERCURY MID CAP GROWTH FUND, INC.
 
MERCURY LARGE CAP SERIES FUNDS, INC.
(3 Series)
Mercury Large Cap Growth Fund
Mercury Large Cap Value Fund
Mercury Large Cap Core Fund
 
(Name of Registrants as Specified In Their Charters)

SAME AS ABOVE
(Name of Persons) Filing Proxy Statement)
 
 

Payment of filing fee (Check the appropriate box):
 
x
 
No fee required.
 
¨
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
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(2)
 
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¨
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 1-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
 
 
(1)
 
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Date Filed:                                                                                     
 

 
THE ASSET PROGRAM, INC. (2 Series)
Mercury Growth Opportunity Fund
Mercury U.S. Government Securities Fund
 
FUND ASSET MANAGEMENT MASTER TRUST (2 Series)
Low Duration Master Portfolio
Total Return Bond Master Portfolio
 
MASTER FOCUS TWENTY TRUST
 
MASTER MID CAP GROWTH TRUST
 
MASTER LARGE CAP SERIES TRUST (3 Series)
Master Large Cap Growth Portfolio
Master Large Cap Value Portfolio
Master Large Cap Core Portfolio
 
MERCURY FOCUS TWENTY FUND, INC.
 
MERCURY HW FUNDS (3 Series)
Mercury Low Duration Fund
Mercury Total Return Bond Fund
Mercury HW International Value Fund
 
MERCURY MID CAP GROWTH FUND, INC.
 
MERCURY LARGE CAP SERIES FUNDS, INC. (3 Series)
Mercury Large Cap Growth Fund
Mercury Large Cap Value Fund
Mercury Large Cap Core Fund
 
P.O. Box 9011
Princeton, New Jersey 08543–9011
 
NOTICE OF 2002 MEETINGS OF SHAREHOLDERS
 
 
TO BE HELD ON MARCH 15, 2002*
 
To the Shareholders:
 
NOTICE IS HEREBY GIVEN that a meeting of shareholders (each, a “Meeting” and collectively, the “Meetings”) of each of the above-listed investment companies (each, a “Fund,” which term includes the individual series of the above-listed series funds or trusts, and collectively, the “Funds”) will be held at the offices of Fund Asset Management, L.P., 800 Scudders Mill Road, Plainsboro, New Jersey, on Friday, March 15, 2002, (except Master Mid Cap Growth Trust and Mercury Mid Cap Growth Fund, Inc., which will be held on Monday, March 25, 2002) at the times specified in Exhibit A to this Combined Proxy Statement for the following purposes:
 
 
(1)
 
To elect the Board Members (which term as used herein refers to both Directors and Trustees, as applicable) of each Fund to serve until their successors have been duly elected and qualified or until their earlier resignation or removal.
 
The shareholders of Mercury Focus Twenty Fund, Inc. will also vote in connection with the election of the Board Members of Master Focus Twenty Trust. The shareholders of Mercury Advisors Focus Growth Fund of Oppenheimer Select Managers will also vote in connection with the election of the Board Members of Master Focus Twenty Trust. The shareholders of Mercury Large Cap Series Funds, Inc. will also vote in connection with the election of the Board Members of Master Large Cap Series Trust. The shareholders of Mercury Low Duration Fund and Mercury Total Return Bond Fund of Mercury HW Funds will also vote in connection with the election of the Board Members of Fund Asset Management Master Trust. The shareholders of Mercury Mid Cap Growth Fund, Inc. will also vote in
*
 
March 25, 2002 for Master Mid Cap Growth Trust and Mercury Mid Cap Growth Fund, Inc.

connection with the election of the Board Members of Master Mid Cap Growth Trust. The shareholders of the other feeder funds, not previously named in this paragraph, of each of Master Focus Twenty Trust, Master Large Cap Series Trust, Master Mid Cap Growth Trust and Fund Asset Management Master Trust (each a “Master Trust”) will also vote in connection with the election of Board Members in their respective Master Trust, and will receive a separate notice and proxy statement.
 
The election of Board Members of The Asset Program, Inc. (“Asset Program”) requires the vote of shareholders of all three series of Asset Program. Shareholders of the other series of Asset Program will receive a separate notice and proxy statement with respect to the election of the Board Members of Asset Program. 
 
 
(2)
 
To transact such other business as may properly come before the Meeting or any adjournment thereof.
 
The Board Members of each Fund have fixed the record date for the determination of shareholders entitled to notice of and to vote at the applicable Meeting or any adjournment thereof at the close of business on January 22, 2002 (except for Master Mid Cap Growth Trust and Mercury Mid Cap Growth Fund, Inc. for which the record date has been set at the close of business on January 28, 2002).
 
A complete list of the shareholders of each Fund entitled to vote at the applicable Meeting will be available and open to the examination of any shareholder of that Fund for any purpose germane to that Meeting during ordinary business hours from and after March 1, 2002 (March 11, 2002 for Master Mid Cap Growth Trust and Mercury Mid Cap Growth Fund, Inc.), at the office of each Fund, 800 Scudders Mill Road, Plainsboro, New Jersey. 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 each Fund.
 
If you have any questions regarding the enclosed proxy material or need assistance in voting your shares, please contact our proxy solicitor, Georgeson Shareholder, at 1-866-515-0337.
 
 
By Order of the Boards of Directors/Trustees
 
 
ALICE A. PELLEGRINO
 
Secretary of Master Large Cap Series Trust and Mercury Large Cap Series Funds, Inc.
 
 
SUSAN B. BAKER
 
Secretary of Master Focus Twenty Trust, Master Mid Cap Growth Trust, Mercury Focus Twenty Fund, Inc. and Mercury Mid Cap Growth Fund, Inc.
 
 
ALLAN J. OSTER
 
Secretary of The Asset Program, Inc.
 
 
PHILLIP S. GILLESPIE
 
Secretary of Fund Asset Management Master Trust and Mercury HW Funds
 
Plainsboro, New Jersey
Dated: February 11, 2002

COMBINED PROXY STATEMENT
 
 
THE ASSET PROGRAM, INC. (2 Series)
Mercury Growth Opportunity Fund
Mercury U.S. Government Securities Fund
 
FUND ASSET MANAGEMENT MASTER TRUST (2 Series)
Low Duration Master Portfolio
Total Return Bond Master Portfolio
 
MASTER FOCUS TWENTY TRUST
 
MASTER MID CAP GROWTH TRUST
 
MASTER LARGE CAP SERIES TRUST (3 Series)
Master Large Cap Growth Portfolio
Master Large Cap Value Portfolio
Master Large Cap Core Portfolio
 
MERCURY FOCUS TWENTY FUND, INC.
 
MERCURY HW FUNDS (3 Series)
Mercury Low Duration Fund
Mercury Total Return Bond Fund
Mercury HW International Value Fund
 
MERCURY MID CAP GROWTH FUND, INC.
 
MERCURY LARGE CAP SERIES FUNDS, INC. (3 Series)
Mercury Large Cap Growth Fund
Mercury Large Cap Value Fund
Mercury Large Cap Core Fund
 
P.O. Box 9011
Princeton, New Jersey 08543–9011
 
 
2002 MEETINGS OF SHAREHOLDERS
 
 
March 15, 2002*
 
*
 
March 25, 2002 for Master Mid Cap Growth Trust and Mercury Mid Cap Growth Fund, Inc.

TABLE OF CONTENTS
 
 
The funds will be referred to throughout this Combined Proxy Statement as listed below:
 
Fund
   
Term Used in this
Combined Proxy Statement
The Asset Program, Inc.
   
Asset Program
Mercury Growth Opportunity Fund
   
Mercury Growth Opportunity
Mercury U.S. Government Securities Fund
   
Mercury U.S. Gov’t
Fund Asset Management Master Trust
   
FAM Trust
Low Duration Master Portfolio
   
Master Low Duration
Total Return Bond Master Portfolio
   
Master Total Return Bond
Master Focus Twenty Trust
   
Focus Twenty Trust
Master Mid Cap Growth Trust
   
Mid Cap Trust
Master Large Cap Series Trust
   
Large Cap Trust
Master Large Cap Growth Portfolio
   
Large Cap Growth
Master Large Cap Value Portfolio
   
Large Cap Value
Master Large Cap Core Portfolio
   
Large Cap Core
Mercury Focus Twenty Fund, Inc.
   
Mercury Focus Twenty
Mercury HW Funds
   
Mercury HW
Mercury Low Duration Fund
   
Mercury Low Duration
Mercury Total Return Bond Fund
   
Mercury Total Return Bond
Mercury HW International Value Fund
   
Mercury HW International Value
Mercury Large Cap Series Funds, Inc.
   
Mercury Large Cap
Mercury Large Cap Growth Fund
   
Mercury Large Cap Growth
Mercury Large Cap Value Fund
   
Mercury Large Cap Value
Mercury Large Cap Core Fund
   
Mercury Large Cap Core
Mercury Mid Cap Growth Fund, Inc.
   
Mercury Mid Cap

1

 
INTRODUCTION
 
This Combined Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Boards (which term as used herein refers to the Board of Trustees or the Board of Directors, as applicable) of the above-listed funds (each, a “Fund,” which term includes the individual series of the above-listed Funds, where applicable, and collectively, the “Funds”) to be voted at a Meeting of Shareholders of each Fund (each, a “Meeting” and collectively, the “Meetings”), to be held at the offices of Fund Asset Management, L.P. (“FAM”), 800 Scudders Mill Road, Plainsboro, New Jersey, on Friday, March 15, 2002 (except for the Meetings for Mid Cap Trust and Mercury Mid Cap, which will be held on Monday, March 25, 2002) at the times specified in Exhibit A hereto. The approximate mailing date of this Combined Proxy Statement is February 15, 2002.
 
Each Fund is organized either as a Maryland corporation, a Massachusetts business trust or a Delaware business trust. In each jurisdiction, nomenclature varies. For ease and clarity of presentation, shares of common stock and shares of beneficial interest are referred to herein as “shares” or “Common Stock,” holders of shares or Common Stock are referred to as “shareholders,” the trustees or directors of each Fund are referred to as “Board Members,” the investment adviser or manager of each Fund is referred to as the “Investment Adviser,” and each Fund’s Articles of Incorporation or Declaration of Trust is referred to as its “charter.” Please see Exhibit A to this Combined Proxy Statement for certain information relating to each Fund.
 
All properly executed proxies received prior to a Fund’s Meeting will be voted at that Meeting in accordance with the instructions marked thereon or otherwise as provided therein. It is proposed that the same Board Member nominees serve on the Board of each Fund. Unless instructions to the contrary are marked, proxies will be voted:
 
 
1)
 
“FOR” the election of the Board Member nominees of each Fund.
 
 
The shareholders of Mercury Focus Twenty will also vote in connection with the election of the Board Members of the Focus Twenty Trust. The shareholders of Mercury Large Cap will also vote in connection with the election of the Board Members of Large Cap Trust. The shareholders of Mercury Low Duration and Mercury Total Return Bond of Mercury HW (the “FAM Funds”) will also vote in connection with the election of the Board Members of FAM Trust. The shareholders of Mercury Mid Cap will also vote in connection with the election of the Board Members of Mid Cap Trust. The shareholders of the other feeder funds, not previously named in this paragraph, of each of Focus Twenty Trust, Large Cap Trust, Mid Cap Trust and FAM Trust (each a “Master Trust”) will also vote in connection with the election of Board Members of their respective Master Trust, and will receive a separate notice and proxy statement. The shareholders of Mercury Advisors Focus Growth Fund of Oppenheimer Select Managers will vote in connection with the election of the Board Members of Focus Twenty Trust.
 
The election of Board Members of Asset Program requires the vote of shareholders of all three series of Asset Program. Shareholders of the other series of Asset Program will receive a separate notice and proxy statement with respect to the election of the Board Members of Asset Program.
 
Any proxy may be revoked at any time prior to the exercise thereof by giving written notice to the Secretary of the applicable Fund at that Fund’s address indicated above or by voting in person at the applicable Meeting.
 
The Board of each Fund has fixed the record date (the “Record Date”) for the determination of shareholders entitled to notice of and to vote at the Meetings and at any adjournments thereof at the close of business on January 22, 2002 (except Mid Cap Trust and Mercury Mid Cap for which the Record Date has been set at the close of business on January 28, 2002). Shareholders on the Record Date will be entitled to one vote for each share held, with no shares having cumulative voting rights. As of the Record Date, each Fund had

2

outstanding the number of shares of Common Stock as indicated in Exhibit A hereto. Except as set forth in Exhibit A to this Combined Proxy Statement, to the knowledge of each Fund, as of the Record Date, no person is the beneficial owner of five percent or more of a Fund’s outstanding Common Stock or five percent or more of the outstanding Common Stock of any series.
 
The Board Members of each Fund know of no business other than that mentioned in Item 1 of the Notice of Meetings that will be presented for consideration at the applicable Meeting. If any other matter is properly presented at a Meeting or any adjournment thereof, it is the intention of the persons named on the enclosed proxy card to vote in accordance with their best judgment.
 
ITEM 1:    ELECTION OF BOARD MEMBERS
 
At the Meetings, the Board Member nominees of each Fund will be elected to serve until their successors are elected and qualified or until their earlier resignation or removal.
 
It is proposed that the same Board Member nominees serve on the Board of each Fund. It is intended that all properly executed proxies will be voted (unless such authority has been withheld in the proxy or revoked as described herein) “FOR” the following Board Member nominees: James H. Bodurtha, Terry K. Glenn, Joe Grills, Herbert I. London, André F. Perold, Roberta Cooper Ramo, Robert S. Salomon, Jr., Melvin R. Seiden, and Stephen B. Swensrud. Certain biographical and other information relating to the Board Member nominees is set forth in Exhibit B.
 
The Board of each Fund knows of no reason why any of the Board Member nominees listed above will be unable to serve, but in the event of any such unavailability, the proxies received will be voted for such substitute nominee or nominees as the Board may recommend.
 
Committee and Board Meetings.    The Board of each Fund has a standing Audit and Nominating Committee (the “Committee”), which consists of Board Members who are not “interested persons” of the Fund within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”). The principal responsibilities of the Committee are to: (i) recommend to the Board the selection, retention or termination of each Fund’s independent auditors; (ii) review with the independent auditors the scope, performance and anticipated cost of their audit; (iii) discuss with the independent auditors certain matters relating to each Fund’s financial statements, including any adjustment to such financial statements recommended by such independent auditors, or any other results of any audit; (iv) review on a periodic basis a formal written statement from the independent auditors with respect to their independence, discuss with the independent auditors any relationships or services disclosed in the statement that may impact the objectivity and independence of each Fund’s independent auditors and recommend that the Board take appropriate action in response thereto to satisfy itself of the auditor’s independence; and (v) consider the comments of the independent auditors and management’s responses thereto with respect to the quality and adequacy of each Fund’s accounting and financial reporting policies and practices and internal controls. The Board of each Fund has adopted a written charter for the Committee. The Committee also reviews and nominates candidates to serve as non-interested Board Members. The Committee generally will not consider nominees recommended by shareholders of a Fund. The non-interested Board Members have retained independent legal counsel to assist them in connection with these duties.
 
During each Fund’s most recently completed fiscal year, each of the Board Members then in office attended at least 75% of the total number of meetings of the Board of that Fund held during the fiscal year and, if a member, of the total number of meetings of the Committee held during the period for which he or she served. For more information about Committee and Board meetings, see Exhibit B to this Combined Proxy Statement.

3

 
Interested Persons.    Each Fund considers Mr. Glenn to be an “interested person” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act. Mr. Glenn is the President of each Fund. See Exhibit B to this Combined Proxy Statement.
 
Compensation of Board Members.    The Investment Adviser pays all compensation to all officers of each Fund and all Board Members of each Fund who are affiliated with Merrill Lynch & Co., Inc. (“ML & Co.”) or its subsidiaries. Each Fund pays fees to each Board Member who is not affiliated with the Investment Adviser (each, a “non-affiliated Board Member”) for service to the Fund. The Funds currently use three basic compensation structures:
 
A. For certain Funds,(1) each non-affiliated Board Member receives an aggregate annual retainer for his or her services to multiple investment companies including those Funds. The portion of the annual retainer allocated to each Fund is determined quarterly based on the relative net assets of each such Fund. In addition, each non-affiliated Board Member receives a fee per in-person Board meeting attended and per in-person Committee meeting attended. The annual per meeting fees paid to each non-affiliated Board Member are allocated equally among those investment companies.
 
B. Asset Program pays each non-affiliated Board Member an annual fee of $2,200 for serving as a Board Member plus a fee of $450 for each Board meeting attended in person. The Fund also pays each member of the Committee an annual fee of $2,200, plus a fee of $450 for each Committee meeting attended in person.
 
C. For FAM Trust and Mercury HW, each non-affiliated Board Member receives an aggregate annual retainer of $18,000 for his or her services to multiple investment companies including FAM Trust and Mercury HW. The portion of the annual retainer allocated to each Fund is determined quarterly based on the relative net assets of each such Fund. In addition, each non-affiliated Board Member receives an aggregate annual fee per in-person Board meeting attended and per in-person Committee meeting attended. The annual per meeting fees paid to each non-affiliated Board Member are $18,000 in the aggregate and are allocated among those investment companies based on their relative net assets.
(1)
 
Focus Twenty Trust, Large Cap Trust, Mercury Focus Twenty, Mercury Mid Cap, Mercury Large Cap and Mid Cap Trust. The aggregate annual retainer is $100,000 and the aggregate annual meeting fee is $60,000.
 
Each Fund also reimburses the non-affiliated Board Members for actual out-of-pocket expenses relating to attendance at meetings. Information relating to the fees and expenses paid by each Fund to its non-affiliated Board Members during each Fund’s most recently completed fiscal year is set forth in Exhibit B to this Combined Proxy Statement.
 
After the election of the Board Members at the Meetings, the compensation structure for all the Funds is expected to be the structure described in B above. The annual and per meeting fees paid are expected to vary from Fund to Fund. Information relating to the estimated aggregate fees and expenses to be paid by each Fund to its non-affiliated Board Members if all nominees are elected is set forth in Exhibit B to this Combined Proxy Statement.
 
Officers of the Funds.    Information relating to the officers of each Fund is set forth in Exhibit C to this Combined Proxy Statement. Officers of the Funds are elected and appointed by the Board and hold office until they resign, are removed or are otherwise disqualified to serve.
 
Stock Ownership.    Set forth in Exhibit B to this Combined Proxy Statement is the following information for each Board Member nominee: (i) the number of shares of each Fund owned; (ii) the aggregate dollar range of equity in each Fund such share ownership represents; and (iii) the aggregate dollar range of

4

securities in all registered funds overseen by the Board Member nominee that are advised by the Investment Adviser or its affiliate. As of the Record Date, the Board Members and officers of each Fund as a group owned an aggregate of less than 1% of the shares of each Fund outstanding at such date. As of the Record Date, other than Mr. Glenn, no Board Member nominee and his or her immediate family members owned beneficially or of record any securities of ML & Co. At such date, Mr. Glenn, a Board Member of each Fund (except FAM Trust and Mercury HW) and President of each Fund, and the other officers of each Fund, owned an aggregate of less than 1% of the outstanding shares of common stock of ML & Co.
 
See “Additional Information—Quorum and Vote Required” for the required vote necessary for the approval of this Item with respect to each Fund.
 
The Board of each Fund recommends that the shareholders of that Fund vote FOR the election of the Board Member nominees.
 
ADDITIONAL INFORMATION
 
The expenses of preparation, printing and mailing of the enclosed forms of proxy and accompanying Notice and Combined Proxy Statement will be borne by the Funds in proportion to their relative net assets. The Funds will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation materials to the beneficial owners of the shares of the Funds.
 
In order to obtain the necessary quorum at the Meetings, supplementary solicitations may be made by mail, telephone, telegraph or personal interview by officers of the Funds. The Funds have retained Georgeson Shareholder, 17 State Street, New York, New York 10004, to assist in the solicitation of proxies at a cost of $3,500 per Fund, plus out-of-pocket expenses of approximately $10,000.
 
Quorum and Vote Required
 
For all of the Meetings, a quorum consists of holders of one-third of the outstanding shares of the applicable Fund (with all series taken together) present in person or by proxy.
 
Assuming a quorum is present, approval of the election of Board Members will require the affirmative vote of shareholders holding at least the percentage of shares indicated in the chart below. As used below, a “plurality of the votes” means the candidate must receive more votes than any other candidate for the same position, but not necessarily a majority of the votes cast.
 
  
 
Item 1.
Fund
  
Vote Required
Asset Program
  
Affirmative vote of a plurality of the votes cast by all series voting together
Mercury Growth Opportunity
    
Mercury U.S. Gov’t
    
FAM Trust
  
Affirmative vote by more than 50% of the total
Master Low Duration
  
interests of the holders present by all series voting
   
together
Master Total Return Bond
    
Focus Twenty Trust
  
Affirmative vote by more than 50% of the total interests of the holders present
Mid Cap Trust
  
Affirmative vote by more than 50% of the total interests of the holders present

5

 
 
Item 1.
Fund
  
Vote Required
Large Cap Trust
  
Affirmative vote by more than 50% of the total
Large Cap Growth
  
interests of the holders present by all series voting
   
together
Large Cap Value
    
Large Cap Core
    
Mercury Focus Twenty
  
Affirmative vote of a plurality of the votes cast
Mercury HW
  
Affirmative vote of a plurality of the votes cast by all
Mercury Low Duration
  
series voting together
Mercury Total Return Bond
   
Mercury HW International Value
    
Mercury Mid Cap
  
Affirmative vote of a plurality of the votes cast
Mercury Large Cap
  
Affirmative vote of a plurality of the votes cast by all
Mercury Large Cap Growth
  
series voting together
Mercury Large Cap Value
    
Mercury Large Cap Core
    
 
If, by the time scheduled for a Meeting, a quorum of the shareholders is not present or if a quorum is present but sufficient votes to take action with respect to the proposal are not received from the shareholders, the persons named as proxies may propose one or more adjournments of a 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 session of the Meeting to be adjourned. The persons named as proxies will vote in favor of any such adjournment if they determine that adjournment and additional solicitation are reasonable and in the best interests of the Fund’s shareholders.
 
All shares represented by properly executed proxies, unless such proxies have previously been revoked, will be voted at the Meetings or any adjournment thereof in accordance with the directions on the proxies; if no direction is indicated, the shares will be voted:
 
1) “FOR” the election of the Fund’s Board Member nominees
 
The shareholders of Mercury Focus Twenty, Mercury Large Cap, the FAM Funds and Mercury Mid Cap will also vote in connection with the election of the Board Members of Focus Twenty Trust, Large Cap Trust, FAM Trust and Mid Cap Trust, respectively. The shareholders of Mercury Advisors Focus Growth Fund of Oppenheimer Select Managers will vote in connection with the election of the Board Members of Focus Twenty Trust.
 
Broker-dealer firms holding shares of each Fund in “street name” for the benefit of their customers and clients, will request the instructions of such customers and clients on how to vote their shares on each Item before the Meeting. The Funds understand that, under the rules of the New York Stock Exchange, such broker-dealer firms may, without instructions from their customers and clients, grant authority to the proxies designated to vote on the election of Board Members (Item 1) if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. Each Fund will include shares held of record by broker-dealers as to which such authority has been granted in its tabulation of the total number of shares present for purposes of determining whether the necessary quorum of shareholders exists. Proxies that are returned but that are marked “abstain” or on which a broker-dealer has declined to vote on any proposal (“broker non-votes”) will be counted as present for the purposes of a quorum. Abstentions and broker non-votes will not be counted as votes cast. Therefore, abstentions and broker non-votes will not have an effect on the vote on Item 1 for

6

Maryland corporations(1) and for Mercury HW and will have the same effect as a vote against Item 1 for Delaware business trusts.(2)
(1)
 
Asset Program, Mercury Focus Twenty, Mercury Mid Cap and Mercury Large Cap.
(2)
 
FAM Trust, Focus Twenty Trust, Mid Cap Trust and Large Cap Trust.
 
Independent Auditors’ Fees
 
The following table sets forth the aggregate fees paid to the independent auditors for each Fund’s most recent fiscal year for professional services rendered for: (i) the audit of the Fund’s annual financial statements and the review of financial statements included in the Fund’s reports to shareholders; (ii) all other audit related services provided to the Fund; and (iii) all other non-audit services provided to the Investment Adviser and entities controlling, controlled by or under common control with the Investment Adviser that provide services to the Fund. For each Fund’s most recent fiscal year, the independent auditors did not render any professional services for financial information systems design and implementation services to the Fund, its Investment Adviser and entities controlling, controlled by or under common control with the Investment Adviser that provide services to the Fund. The Committee of each Fund has determined that the provision of non-audit services under clauses (ii) and (iii) are compatible with maintaining the independence of the independent auditors. The independent auditors for each Fund are either Deloitte & Touche LLP (“D&T”) or Ernst & Young LLP (“E&Y”), as indicated below. Representatives of D&T and E&Y are expected to be present at the Meetings and will have the opportunity to make a statement if they so desire and to respond to questions from shareholders. 
 
Fund
     
Independent
Auditors
   
Audit Fees
Charged to the
Fund
   
Other Audit
Related
Fees Charged to the Fund
   
Other Fees
   
Fiscal Year End
Asset Program1
     
D&T
   
$
29,000
   
 $
21,600
   
$
5,370,200
   
1/31/01
FAM Trust
     
E&Y
   
 
None
   
 
None
   
 
None
   
6/30/01
Master Low Duration
     
E&Y
   
$
20,000
   
$
5,000
   
 
None
   
6/30/01
Master Total Return Bond
     
E&Y
   
$
17,000
   
$
5,000
   
 
None
   
6/30/01
Focus Twenty Trust
     
D&T
   
$
33,200
   
$
7,000
   
$
5,370,200
   
11/30/01
Mid Cap Trust
     
D&T
   
$
19,200
   
$
7,000
   
$
5,370,200
   
8/31/01
Large Cap Trust1
     
D&T
   
$
87,600
   
$
21,000
   
$
5,370,200
   
10/31/01
Mercury Focus Twenty
     
D&T
   
$
3,200
   
$
5,600
   
 
$5,370,200
   
11/30/01
Mercury HW
     
E&Y
   
 
None
   
 
None
   
 
None
   
6/30/01
Mercury Low Duration
     
E&Y
   
$
8,000
   
$
4,000
   
 
None
   
6/30/01
Mercury Total Return Bond
     
E&Y
   
$
8,000
   
$
4,000
   
 
None
   
6/30/01
Mercury HW International Value
     
E&Y
   
$
20,000
   
$
4,000
   
 
None
   
6/30/01
Mercury Mid Cap
     
D&T
   
$
3,200
   
$
5,000
   
 
$5,370,200
   
8/31/01
Mercury Large Cap1
     
D&T
   
$
9,600
   
$
15,000
   
$
5,370,200
   
10/31/01
(1)
 
Amounts shown include fees charged to each individual series.

7

 
Address of Investment Adviser
 
The principal office of the Investment Adviser is located at 800 Scudders Mill Road, Plainsboro, New Jersey 08536.
 
Annual Report Delivery
 
Each Fund will furnish to any shareholder upon request, without charge, a copy of its annual report for the Fund’s last fiscal year and, if applicable, a copy of its most recent semi-annual report. Such requests should be directed to the attention of the Secretary of the applicable Fund. P.O. Box 9011, Princeton, New Jersey 08543-9011, or to 1-800-763-2260.
 
Shareholders’ Meetings
 
The charters of the Funds do not require that the Funds hold annual meetings of shareholders. Each Fund will he required, however, to call special meetings of shareholders in accordance with the requirements of the Investment Company Act to seek approval of new management and advisory arrangements or of a change in the fundamental investment policies, objectives or restrictions of the Fund. Each Fund also would be required to hold a shareholders’ meeting to elect new Board Members at such time as less than a majority of the Board Members holding office have been elected by shareholders.
 
The by-laws of Asset Program provide that a shareholders’ meeting may be called for any purpose by a majority of the Board Members, the President, or on the written request of the shareholders of at least 10% of the outstanding shares entitled to vote at such meeting. The charter of Mercury HW provides that a shareholders’ meeting may be called by the Chairman of the Board, the President or the Board Members and shall be called by the Secretary when requested to do so in writing by shareholders holding not less than 10% of the entire number of shares then outstanding for matters requiring a shareholder vote. The by-laws of Mercury HW also provide that, for all matters that do not require a shareholder vote, a shareholders’ meeting may be called in the same manner upon receipt of the request in writing signed by shareholders holding not less than one-third of the entire number of shares issued and outstanding and entitled to vote. The charter of Focus Twenty Trust and Mid Cap Trust provide that a shareholders’ meeting may be called at any time by a majority of the Board Members and shall be called by any Board Member upon written request of shareholders holding, in the aggregate, not less than 10% of the interests of the Trust.
 
The charters of Large Cap Trust and FAM Trust provide that a shareholders’ meeting may be called at any time by a majority of the Board Members and shall be called by any Board Member upon written request of shareholders holding, in the aggregate, not less than 10% of the interests of a series (if the meeting relates solely to that series), or not less than 10% of the interests of the Master Trust (if the meeting relates to the Trust and not solely to a particular series). The by-laws of Mercury Focus Twenty, Mercury Mid Cap and Mercury Large Cap provide that a shareholders’ meeting may be called at any time by a majority of the Board Members, the President, or on written request of at least a majority of the holders of the outstanding shares of capital stock entitled to vote at such meeting.

8

 
Shareholder Proposals
 
Shareholders of a Fund wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder meeting must send their written proposal to that Fund a reasonable time before the Board Members’ solicitation relating to such meeting is to be made. 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 with regard to a Fund should be sent to the Secretary of the Fund, 800 Scudders Mill Road, Plainsboro, New Jersey 08536.
 
 
By Order of the Boards of Directors/Trustees
 
 
ALICE A. PELLEGRINO
 
Secretary of Master Large Cap Series Trust and Mercury Large Cap Series Funds, Inc.
 
 
SUSAN B. BAKER
 
Secretary of Master Focus Twenty Trust, Master Mid Cap Growth Trust, Mercury Focus Twenty Fund, Inc. and Mercury Mid Cap Growth Fund, Inc.
 
 
ALLAN J. OSTER
 
Secretary of The Asset Program, Inc.
 
 
PHILLIP S. GILLESPIE
 
Secretary of Fund Asset Management Master Trust and Mercury HW Funds
 
Dated: February 11, 2002

9

EXHIBIT A
 
Defined terms used herein and not otherwise defined shall have the same meanings attributed thereto in the Combined Proxy Statement to which this Exhibit is attached.
 
INFORMATION PERTAINING TO EACH FUND
 
General Information Pertaining to the Funds
 
Fund
     
Fiscal
Year End
     
State of
Organization
     
Meeting
Time
  
Asset Program1
     
1/31
       
MD
    
9:00am
  
 
FAM Trust2
     
6/30
       
DEL
    
9:40am
  
 
Focus Twenty Trust
     
11/30
       
DEL
    
10:00am
  
 
Mid Cap Trust
     
8/31
       
DEL
    
3:00pm
 3
 
Large Cap Trust4
     
10/31
       
DEL
    
10:20am
  
 
Mercury Focus Twenty
     
11/30
       
MD
    
3:20pm
  
 
Mercury HW5
     
6/30
       
MA
    
3:40pm
  
 
Mercury Mid Cap
     
8/31
       
MD
    
4:00pm
 3
Mercury Large Cap6
     
10/31
       
MD
    
4:20pm
  
 
        1
 
Consists of three series, two of which are solicited by this Combined Proxy Statement: Mercury Growth and Mercury U.S. Gov’t.
        2
 
Consists of two series: Master Low Duration and Master Total Return Bond.
        3
 
Meeting will be held on March 25, 2002.
        4
 
Consists of three series: Large Cap Growth, Large Cap Value and Large Cap Core.
        5
 
Consists of three series: Mercury Low Duration, Mercury Total Return Bond and Mercury HW International Value.
        6
 
Consists of three series: Mercury Large Cap Growth, Mercury Large Cap Value and Mercury Large Cap Core.
 
Fund
     
Shares Outstanding as
of the Record Date
The Asset Program
       
Mercury Growth
     
11,637,697
Mercury U.S. Gov’t
     
6,815,521
Mercury Focus Twenty
     
87,897
Mercury HW
       
Mercury Low Duration
     
21,103,686
Mercury Total Return Bond
     
11,032,184
Mercury HW International Value
     
31,114,143
Mercury Mid Cap
     
12,542
Mercury Large Cap
       
Mercury Large Cap Growth
     
114,926
Mercury Large Cap Value
     
262,128
Mercury Large Cap Core
     
1,027,027

A-1

 
Except as set forth below, to the knowledge of the applicable Fund, as of the Record Date, no person is a beneficial owner of five percent or more of the shares of any Fund or any series, as applicable.
 
Fund/Series
     
Name and Address* of Beneficial Owner
     
Number of Shares 
Beneficially Owned
as of the Record Date
  
         
Number
     
Percent of Total
  
Mercury Focus Twenty
     
Salvatore L. Gengaro TTEE
     
55,407
     
63.04
%
      
Salvatore L. Gengaro Def Bene
                
      
U/A 01/01/77
                
      
Guarantee & Trust Co., TTEE
     
6,541
     
7.44
%
      
FBO Thomas D. Lyon - IRA
                
      
Rollover Trust Dated 10-07-88
                
      
MLPF&S Cust FPO
     
5,493
     
6.25
%
      
Bruce E. Penland IRA
                
      
FBO Bruce E. Penland
                
      
MLPF&S Cust FPO
     
4,824
     
5.49
%
      
Homer A. Hewitt IRA
                
      
FBO Homer A. Hewitt
                
Mercury Large Cap Value
     
Michael Moog
     
19,195
     
6.35
%
      
F/B/O MLCC and/or Assigns
                
Mercury Large Cap Core
     
Gift Growth Portfolio
     
138,771
     
13.51
%
      
Gift College Investing Plan
                
      
Ark Teacher Retirement System
                
      
Gift Growth & Income Portfolio
     
68,707
     
6.69
%
      
Gift College Investing Plan
                
      
Ark Teacher Retirement System
                
      
Cap 100 Equity Portfolio
     
51,417
     
5.01
%
      
WY College Savings Plan
                
      
Wyoming State Treasurer
                
* The address for each shareholder listed is 800 Scudders Mill Road, Plainsboro, New Jersey, 08536.

A-2

Fund/Series
     
Name and Address* of Beneficial Owner
     
Number of Shares 
Beneficially Owned
as of the Record Date
  
         
Number
     
Percent of Total
  
Mercury HW International Value
     
Northern Trust Co. Tr.
     
2,031,769
     
6.53
%
      
FBO CIBA Geaigy Savings Plan
                
      
DV-2241375
                
      
Merrill Lynch Trust Co., FSB (1)
     
1,959,790
     
6.30
%
      
TTEE FBO
                
      
Du Pont Savings and Investment
                
Mercury Large Cap Growth
     
G. William Zehender TTEE
     
12,403
     
10.79
%
      
Barbara Egan TTEE
                
      
U/W Waide Zehender
                
      
Mr. James H Rowsey
     
11,336
     
9.86
%
Mercury Mid Cap Growth
     
Dean Witter Reynolds
     
6,891
     
54.95
%
      
FBO 468011404
                
      
Arnold R. Moeller and
     
1,443
     
15.30
%
      
Janet L. Moeller JTWROS
                
      
Elizabeth Concepcion and
     
1,919
     
11.50
%
      
Vicente P. Concepcion JTWROS
                
      
Mr. Peter J. Sladek
     
687
     
5.48
%
Mercury Total Return Bond
     
Merrill Lynch Trust Company (1)
     
1,728,714
     
15.67
%
      
FSB Trustee FBO Geneva Steel
                
      
Union Blended Fund - Unitized
                
      
David X. Marks Foundation
     
614,210
     
5.57
%
*
 
The address for each shareholder listed above is 800 Scudders Mill Road, Plainsboro, New Jersey, 08536.
 
(1)
 
Represents ownership by pension, 401(k) or similar retirement plans. Merrill Lynch Trust Company is the record owner only. The plan sponsor has the authority to vote and the plan participant have the authority to buy/sell shares. To the knowledge of the Fund, no underlying plan participant is the beneficial owner of 5% or more of any class of shares of the Fund.

A-3

EXHIBIT B
 
Defined terms used herein and not otherwise defined shall have the same meanings attributed thereto in the Combined Proxy Statement to which this Exhibit is attached.
 
INFORMATION PERTAINING TO BOARD MEMBER NOMINEES
 
Biographical Information
 
Certain biographical and other information relating to the Board Member nominee who is an “interested person,” as defined in the Investment Company Act, of each Fund, is set forth below:
 
Name, Address and Age of
Board Member Nominee
  
Position(s) Held
with each Fund(1)
   
Principal Occupation
During Past Five Years
  
Number of MLIM/FAM-Advised Funds
Overseen
  
Public Directorships
Terry K. Glenn (61)*
P.O. Box 9011
Princeton, New Jersey
08543–9011
  
Director/Trustee and President(2)
   
Chairman (Americas Region) since 2001, and Executive Vice President since 1983 of FAM and Merrill Lynch Investment Managers, L.P. (“MLIM”) (the terms FAM and MLIM, as used herein, include their corporate predecessors); President of Merrill Lynch Mutual Funds since 1999; President of FAM Distributors, Inc. (“FAMD”) since 1986 and Director thereof since 1991; Executive Vice President and Director of Princeton Services, Inc. (“Princeton Services”) since 1993; President of Princeton Administrators, L.P. since 1988; Director of Financial Data Services, Inc. since 1985.
  
133 registered investment companies consisting of 196 portfolios
  
None
*
 
Mr. Glenn is a director, trustee or member of an advisory board of certain other investment companies for which FAM or MLIM acts as investment adviser (“MLIM/FAM-advised Funds”). Mr. Glenn is an “interested person,” as defined in the Investment Company Act, of each Fund based on his positions as Chairman (Americas Region) and Executive Vice President of FAM and MLIM; President of FAMD; Executive Vice President of Princeton Services; and President of Princeton Administrators, L.P.
(1)
 
For information as to term of office and length of time served on each Board, see table immediately following this chart.
(2)
 
Mr. Glenn was elected President of each Fund (other than FAM Trust and Mercury HW) in 1999. He was elected President of FAM Trust and Mercury HW in 2001. Prior to being elected President he served as Executive Vice President of each Fund (other than FAM Trust and Mercury HW). Mr. Glenn is not currently a Board Member of FAM Trust or Mercury HW.

B-1

 
Certain biographical and other information relating to the Board Member nominees who are not “interested persons,” as defined in the Investment Company Act, of the Funds is set forth below:
 
Name, Address and Age of
Board Member Nominee
  
Position(s) Held
with each Fund(1)
  
Principal Occupation
During Past Five Years
  
Number of
MLIM/FAM-
Advised Funds
Overseen
  
Public Directorships
James H. Bodurtha (57)*
36 Popponesset Road
Cotuit, Massachusetts 02635
  
Director/Trustee
  
Director and Executive Vice President, The China Business Group, Inc. since 1995; Director, The Cahoon Museum of American Art since 1999; Chairman and Chief Executive Officer, China Enterprise Management Corporation from 1993 to 1996; Chairman, Berkshire Holdings Corporation since 1980; Partner, Squire, Sanders & Dempsey from 1980 to 1993.
  
33 registered
investment companies consisting of 37 portfolios
  
None
 
Joe Grills (66)*
P.O. Box 98
Rapidan, Virginia 22733
  
Director/Trustee
  
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 since 1989; Member of the Investment Advisory Committee of the Howard Hughes Medical Institute from 1997 to 2000; Director, Duke Management Company since 1992 and Vice Chairman thereof since 1998; 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; Director, Montpelier Foundation since 1998 and its Vice Chairman since 2000; 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.
  
20 registered investment companies consisting of 49 portfolios
  
Kimco Realty Corporation
 

B-2

Name, Address and Age of
Board Member Nominee
  
Position(s) Held
with each Fund(1)
  
Principal Occupation
During Past Five Years
  
Number of MLIM/FAM-Advised Funds Overseen
  
Public Directorships
Herbert I. London (62)*
Washington Square Village
New York, New York 10012
  
Director/Trustee
  
John M. Olin Professor of Humanities, New York University since 1993 and Professor thereof since 1980; 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; Director, Damon Corp. from 1991 to 1995; Overseer, Center for Naval Analyses from 1983 to 1993; Limited Partner, Hypertech LP since 1996.
  
33 registered investment companies consisting of 37 portfolios
  
None
 
André F. Perold (49)*
Morgan HallSoldiers Field
Boston, Massachusetts 02163
  
Director/Trustee
  
Harvard Business School: George Gund Professor of Finance and Banking since 2000; Sylvan C. Coleman Professor of Financial Management from 1993 to 2000; Trustee, Commonfund since 1989; Director, Sanlam Limited and Sanlam Life since 2001; Director. Genbel Securities Limited and Gensec Bank since 1999; Director, Stockback.com since 2000; Director, Sanlam Investment Management from 1999 to 2001; Director, Bulldogresearch.com since 2000; Director, Quantec Limited 1991 to 1999.
  
33 registered investment companies consisting of 37 portfolios
  
None
 
Roberta Cooper Ramo (58)*
P.O. Box 2168
500 Fourth Street, N.W.
Albuquerque, 
New Mexico 87107
  
Director/Trustee
  
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; Partner, Poole, Kelly & Ramo, Attorneys at Law, P.C. from 1977 to 1993; Director, Coopers Inc. since 1999; Director, ECMC Group (service provider to students, schools and lenders) since 2001; Director, United New Mexico Bank (now Wells Forgo) from 1983 to 1988; Director, First National Bank of New Mexico (now First Security) from 1975 to 1976.
  
33 registered investment companies consisting of 37 portfolios
  
None

B-3

Name, Address and Age of
Board Member Nominee
  
Position(s) Held
with each Fund(1)
  
Principal Occupation
During Past Five Years
  
Number of MLIM/FAM-Advised Funds Overseen
   
Public Directorships
Robert S. Salomon, Jr. (64)*
106 Dolphin Cove Quay Stamford, Connecticut 06902
  
Director/ Trustee
  
Principal of STI Management (investment adviser) since 1994; Chairman and CEO of Salomon Brothers Asset Management Inc. from 1992 to 1995; Chairman of Salomon Brothers Equity Mutual Funds from 1992 to 1995; regular columnist with Forbes Magazine since 1992; Director of Stock Research and U.S. Equity Strategist at Salomon Brothers Inc. from 1975 to 1991; Trustee, Commonfund from 1980 to 2001.
  
16 registered investment companies consisting of 36 portfolios
   
None
 
Melvin R. Seiden (71)*
780 Third Avenue,
Suite 2502
New York, New York 10017
  
Director/ Trustee
  
Director of Silbanc Properties, Ltd. (real estate, investment and consulting) since 1987; Chairman and President of Seiden & de Cuevas, Inc.) private investment firm) from 1964 to 1987.
  
16 registered investment companies consisting of 36 portfolios
   
None
 
Stephen B. Swensrud (68)*
88 Broad Street, 2nd Floor
Boston, Massachusetts 02110
  
Director/Trustee
  
Chairman of Fernwood Advisors (investment adviser) since 1996; Principal of Fernwood Associates (financial consultant) since 1975; Chairman of RPP Corporation (manufacturing) since 1978; Director, International Mobile Communications, Inc. (telecommunications) since 1998.
  
42 registered investment companies consisting of 87 portfolios
   
None
*
 
Each of the Board Member nominees is a director, trustee or member of an advisory board of certain other investment companies for which FAM or MLIM acts as investment adviser and is a member of the Audit and Nominating Committee of each Fund for which he or she currently serves as a Board Member and will be a member of the Committee of each Fund to which he or she is elected a Board Member.
(1)
 
For information as to term of office and length of time served on the Board, see table immediately following this chart.

B-4

 
Set forth below is the year in which each nominee became a Board Member for the Funds on whose Board he or she currently serves.
 
Fund
   
Bodurtha
   
Glenn
   
Grills
   
London
   
Perold
   
Ramo
   
Salomon
   
Seiden
   
Swensrud
Asset Program
   
n/a
   
1999
   
1994
   
n/a
   
n/a
   
n/a
   
1995
   
1994
   
1994
FAM Trust
   
n/a
   
n/a
   
2000
   
n/a
   
n/a
   
n/a
   
1996
   
1982
   
1984
Focus Twenty Trust
   
2000
   
2000
   
n/a
   
2000
   
2000
   
2000
   
n/a
   
n/a
   
n/a
Mid Cap Trust
   
2000
   
2000
   
n/a
   
2000
   
2000
   
2000
   
n/a
   
n/a
   
n/a
Large Cap Trust
   
1999
   
1999
   
n/a
   
1999
   
1999
   
2000
   
n/a
   
n/a
   
n/a
Mercury Focus Twenty
   
2000
   
2000
   
n/a
   
2000
   
2000
   
2000
   
n/a
   
n/a
   
n/a
Mercury HW
   
n/a
   
n/a
   
1996
   
n/a
   
n/a
   
n/a
   
n/a
   
n/a
   
n/a
Mercury Mid Cap
   
2000
   
2000
   
n/a
   
2000
   
2000
   
2000
   
n/a
   
n/a
   
n/a
Mercury Large Cap
   
1999
   
1999
   
n/a
   
1999
   
1999
   
2000
   
n/a
   
n/a
   
n/a
 
Ownership of Shares
 
Information relating to the share ownership by the Board Member nominees as of the Record Date is set forth in the chart below. Ms. Ramo and Messrs. Bodurtha, London, Perold, Salomon, Seiden and Swensrud own no shares of the Funds as of the Record Date.
 
Nominee
   
Fund/Series and Class
     
No. of Shares Held
             
Joe Grills
   
Mercury HW International Value/Class A
     
1,571
    
Mercury HW International Value/Class A
     
1,337
             
             
             
             
             
 
Aggregate Dollar Range
of Equity in each Fund
  
Name of Board Member Nominee
 
Bodurtha
  
Glenn*
  
Grills
  
London
Asset Program
                
Mercury Growth Opportunity
  
—
  
—
  
—
  
—
Mercury U.S. Gov’t
  
—
  
—
  
—
  
—
Mercury Focus Twenty
  
—
  
—
  
—
  
—
Mercury HW Funds
                
Mercury Low Duration
  
—
  
—
  
—
  
—
Mercury Total Return Bond
  
—
  
—
  
—
 
—
Mercury HW International Value
  
—
  
—
  
          $50,001-           $100,000
  
—
Mercury Large Cap
  
—
  
—
  
—
  
—
Mercury Large Cap Growth
  
—
  
—
  
—
  
—
Mercury Large Cap Value
  
—
  
—
  
—
  
—
Mercury Large Cap Core
  
—
  
—
  
—
  
—
Mercury Mid Cap
  
—
  
—
  
—
  
—
Aggregate Dollar Range of Securities in All Registered Funds Overseen by Nominee advised by the Investment Adviser or its affiliate
  
$50,000-
$100,000
  
Over $100,000
  
Over $100,000
  
$50,001-
$100,000

B-5

 
Aggregate Dollar Range
of Equity in each Fund
   
Name of Board Member Nominee
  
Perold
   
Ramo
   
Salomon
   
Seiden
     
Swensrud
Asset Program
   
—
   
—
                 
Mercury Growth Opportunity
   
—
   
—
   
—
   
—
     
—
Mercury U.S. Gov’t
   
—
   
—
   
—
            
Mercury Focus Twenty
   
—
   
—
   
—
   
—
     
—
Mercury HW Funds
                           
Mercury Low Duration
   
—
   
—
   
—
   
—
     
—
Mercury Total Return Bond
   
—
   
—
   
—
   
—
     
—
Mercury HW International Value
   
—
   
—
   
—
   
—
       
Mercury Large Cap
   
—
   
—
   
—
   
—
     
—
Mercury Large Cap Growth
   
—
   
—
   
—
   
—
     
—
Mercury Large Cap Value
   
—
   
—
   
—
   
—
     
—
Mercury Large Cap Core
   
—
   
—
   
—
   
—
     
—
Mercury Mid Cap
   
—
   
—
   
—
   
—
     
—
Aggregate Dollar Range of Securities in All Registered Funds Overseen by Nominee advised by the Investment Adviser or its affiliate
   
Over $100,000
   
—
   
—
   
$1-$10,000
     
—
 
Board and Committee Meetings
 
Set forth in the table below is information regarding meetings of the Board and the Committee held, and the aggregate fees and expenses paid by each Fund to non-affiliated Board Members during each Fund’s most recently completed fiscal year. Feeder funds are not allocated any portion of the compensation paid to non-affiliated Board Members. All compensation is allocated to the corresponding Master Trust.
 
      
Board
     
Audit
     
Fund
     
Number of Meetings Held1
   
Annual Fee
   
Per Meeting Fee2
     
Number of Meetings Held1
   
Annual Fee
   
Per Meeting Fee2
   
Aggregate Fees and Expenses
Asset Program3
     
9
   
$
1,644
   
$
214
     
4
   
$
1,644
   
$
214
   
$
20,935
FAM Trust4
     
7
   
$
2,924
   
$
780
     
3
   
 
N/A
   
 
N/A
   
$
24,795
Focus Twenty Trust5
     
12
   
$
6,322
   
$
244
     
4
   
 
N/A
   
$
121
   
$
38,219
Large Cap Trust5
     
11
   
$
6,650
   
$
735
     
4
   
 
N/A
   
$
363
   
$
57,174
Mid Cap Trust5
     
11
   
$
116
   
$
233
     
4
   
 
N/A
   
$
116
   
$
10,571
Mercury HW4
     
8
   
$
7,672
   
$
1,866
     
4
   
 
N/A
   
 
N/A
   
$
92,777
1
 
Includes telephonic meetings.
2
 
The fee is payable for each meeting attended in person. No fee is paid for telephonic meetings.
3
 
These amounts reflect annual and per meeting fees for Mercury Growth Opportunity and Mercury U.S. Gov’t.
4
 
Each non-affiliated Board Member of this Fund receives (a) an aggregate annual retainer of $18,000 for his or her service to certain MLIM/FAM-advised funds and (b) annual meeting fees aggregating $18,000 for service to these MLIM/FAM-advised funds. The portion of the annual retainer and per meeting fees allocated to each such MLIM/FAM-advised fund is determined quarterly based on the relative net assets of each such fund.
5
 
Each non-affiliated Board Member of this Master Trust receives (a) an aggregate annual retainer of $100,000 for his or her service to certain MLIM/FAM-advised funds and (b) annual per meeting fees aggregating $60,000 for service to these MLIM/FAM-advised funds. The portion of the annual retainer allocated to each MLIM/FAM-advised fund is determined quarterly based on the relative net assets of each such fund; the per meeting fees are allocated equally among those funds.

B-6

 
Compensation of Board Members
 
Set forth in the table below is information regarding compensation paid by each Fund to the  non-affiliated Board Members during each Fund’s most recently completed fiscal year.
 
    
Compensation Paid by Each Fund*
Fund
   
Bodurtha
   
Grills
   
London
   
Perold
   
Ramo
   
Salomon
   
Seiden
   
Swensrud
Asset Program
   
 
N/A
   
$
2,651
   
 
N/A
   
 
N/A
   
 
N/A
   
$
2,651
   
$
2,651
   
$
2,651
FAM Trust(1)
   
 
N/A
   
$
6,735
   
 
N/A
   
 
N/A
   
 
N/A
   
 
N/A
   
 
N/A
   
 
N/A
Focus Twenty Trust(1)
   
$
7,783
   
 
N/A
   
$
7,783
   
$
7,783
   
$
8,193
   
 
N/A
   
 
N/A
   
 
N/A
Mid Cap Trust(1)
   
$
1,512
   
 
N/A
   
$
1,512
   
$
1,512
   
$
2,336
   
 
N/A
   
 
N/A
   
 
N/A
Large Cap Trust(1)
   
$
11,032
   
 
N/A
   
$
11,032
   
$
11,032
   
$
12,259
   
 
N/A
   
 
N/A
   
 
N/A
Mercury HW
   
 
N/A
   
$
17,797
   
 
N/A
   
 
N/A
   
 
N/A
   
 
N/A
   
 
N/A
   
 
N/A
*
 
No pension or retirement benefits are accrued as part of Fund expenses.
(1)
 
Feeder funds are not allocated any portion of the compensation paid to non-affiliated Board Members. All compensation is allocated to the corresponding Master Trust.
 
Set forth in the table below is information regarding the aggregate compensation for serving as a Board Member paid by all MLIM/FAM-advised funds to the non-affiliated Board Members for the year ended December 31, 2001.
 
Name
     
Aggregate Compensation Paid to Board Members by MLIM/FAM-Advised Funds
James H. Bodurtha
     
$
160,000
Joe Grills
     
$
259,500
Herbert I. London
     
$
160,000
André F. Perold
     
$
160,000
Roberta Cooper Ramo
     
$
160,000
Robert S. Salomon, Jr.
     
$
222,000
Melvin R. Seiden
     
$
222,000
Stephen B. Swensrud
     
$
406,083
 
Set forth in the table below is information regarding the estimated aggregate compensation to be paid by each Fund to the non-affiliated Board Members for a 12-month period, assuming (a) the election of all nominees as Board Members, (b) that each Fund holds four Board meetings and four Committee meetings and (c) that each Board Member attends each such meeting in person.
 
Fund
     
Aggregate Estimated Annual Fees and Expenses
  
Asset Program
     
$
40,000
 
FAM Trust
     
$
30,000
(1)
Focus Twenty Trust
     
$
43,000
(1)
Mid Cap Trust
     
$
9,000
 
Large Cap Trust
     
$
57,000
(1)
Mercury HW
     
$
67,000
(2)
(1)
 
Feeder funds are not allocated any portion of the compensation paid to non-affiliated Board Members. All compensation is allocated to the corresponding Master Trust.
(2)
 
This amount is the estimated aggregate annual fees for Mercury HW International Value. The aggregate estimated annual fees for the other two series, Mercury Low Duration and Mercury Total Return Bond, which are Feeder Funds of FAM Trust, are included in the amount estimated for FAM Trust.

B-7

 
EXHIBIT C
 
INFORMATION PERTAINING TO OFFICERS
 
Defined terms used herein and not otherwise defined shall have the same meanings attributed thereto in the Combined Proxy Statement to which this Exhibit is attached.
 
Certain biographical and other information relating to the officers of each Fund is set forth below:
 
Name, Address* and
Age of Officers
  
Position(s) Held with the Funds
  
Term of Office** and Length of Time Served
  
Principal Occupation During Past Five Years
  
Number of MLIM/ FAM-Advised Funds Overseen
  
Public Directorships
Susan B. Baker (43)
  
Secretary of
Master Focus Twenty Master Mid Cap
Mercury Focus Twenty
Mercury Mid Cap
  
Secretary since
2000
2000
2000
2000
  
Director (Legal
Advisory) of MLIM since 1999; Vice President of MLIM from 1993 to 1999; Attorney associated with MLIM since 1987.
  
12 registered investment companies consisting of
12 portfolios
  
None
R. Elise Baum (41)
  
Senior Vice President
Asset Program
  
Senior Vice President since
2000
  
First Vice President of MLIM since 1999; Director of MLIM from 1997 to 1999; Vice President of MLIM from 1995 to 1997.
  
2 registered investment companies consisting of
2 portfolios
  
None
Donald C. Burke (41)
  
Vice President/ Treasurer
Asset Program
FAM Trust
Focus Twenty Trust
Mercury Focus Twenty
Large Cap Trust
Mercury Large Cap
Mercury HW
  
Vice President/Treasurer since
1994/1999
2000/2000
2000/2000
2000/2000
1999/1999
1999/1999
2000/2000
  
First Vice President of FAM and MLIM since 1997 and Treasurer thereof since 1999; Senior Vice President and Treasurer of Princeton Services since 1999; Vice President of FAMD since 1999; Vice President of FAM and MLIM from 1990 to 1997; Director of Taxation of MLIM since 1990.
  
133 registered investment companies consisting of
196 portfolios
  
None

C-1

Name, Address* and
Age of Officers
  
Position(s) Held with the Funds
  
Term of Office** and Length of Time Served
  
Principal Occupation During Past Five Years
  
Number of MLIM/ FAM-Advised Funds Overseen
  
Public Directorships
Robert C. Doll (47)
  
Senior Vice President
Asset Program
Focus Twenty Trust
Mercury Focus Twenty
Large Cap Trust
Mercury Large Cap
  
Senior Vice President since
1999
2000
2000
1999
1999
  
President of FAM and MLIM since 2001; Co-head (Americas Region) of FAM and MLIM from 2000 to 2002; Director of Princeton Services since 1999; Chief Investment Officer of OppenheimerFunds, Inc. in 1999 and Executive Vice President thereof from 1991 to 1999.
  
51 registered investment companies consisting of
71 portfolios
  
None
Lawrence R. Fuller (60)
  
Senior Vice President
Asset Program
  
Senior Vice President since 1998
  
First Vice President of MLIM since 1997; Vice President of MLIM from 1992 to 1997.
  
6 registered investment companies consisting of
7 portfolios
  
None
Linda J. Gardner (38)
  
Vice President
Large Cap Trust
Mercury Large Cap
  
Vice President since
1999
1999
  
Vice President and Chief
Administrative Officer, Equities, of FAM since 1999; Manager of Equity
Administration of OppenheimerFunds, Inc. from 1991 to 1999.
  
3 registered investment companies consisting of
3 portfolios
  
None
Teresa Giacino (38)
  
Vice President
Asset Program
  
Vice President since
2001
  
Vice President of MLIM since 1992.
  
1 registered investment company consisting of
1 portfolio
  
None
Phillip S. Gillespie (38)
  
Secretary
FAM Trust
Mercury HW
  
Secretary since
2001
2001
  
First Vice President of MLIM since 2001; Director of MLIM since 2000; Vice President of MLIM from 1999 to 2000; Attorney associated with MLIM since 1998; Assistant General Counsel of Chancellor LGT Asset Management Inc. from 1997 to 1998; Senior Counsel and Attorney in the Division of Investment Management and the Office of General Counsel at the U.S. Securities and Exchange Commission from 1993 to 1997.
  
30 registered investment companies consisting of
62 portfolios
  
None

C-2

Name, Address* and
Age of Officers
  
Position(s) Held with the Funds
  
Term of Office** and Length of Time Served
  
Principal Occupation During Past Five Years
  
Number of MLIM/ FAM-Advised Funds Overseen
  
Public Directorships
Michael S. Hahn (34)
  
Vice President
Focus Twenty Trust
Mercury Focus Twenty
Master Mid Cap
Mercury Mid Cap
  
Vice President since
2000
2000
2000
2000
  
Associate Portfolio Manager of Master
Mid Cap and MLIM since 1999; portfolio manager and analyst for the PBHG family of mutual funds from 1996 to 1999; assistant portfolio manager for First Maryland Bancorp from 1994 to 1996.
  
3 registered investment companies consisting of
3 portfolios
  
None
Philip E. Laverson (32)
  
Vice President
Large Cap Trust
Mercury Large Cap
  
Vice President since
2000
2000
  
Vice President of FAM and MLIM since 2000; Vice President of Investment Strategy and Economics at Prudential Securities from 1995 to 2000.
  
3 registered investment companies consisting of
3 portfolios
  
None
Allan J. Oster (38)
  
Secretary
Asset Program
  
Secretary since
2000
  
Director (Legal Advisory) of MLIM since 2002; Vice President (Legal Advisory) of MLIM from 2000 to 2002; Attorney with FAM and MLIM from 1999 to 2000; Associate with Drinker, Biddle & Reath LLP from 1996 to 1999; Senior Counsel with the U.S. Securities and Exchange Commission from 1991 to 1996.
  
6 registered investment companies consisting of
30 portfolios
  
None
Alice A. Pellegrino (41)
  
Secretary
Large Cap Trust
Mercury Large Cap
  
Secretary since
1999
1999
  
Director (Legal Advisory) of MLIM since 2002; Vice President of MLIM from 1999 to 2002; Attorney associated with MLIM since 1997; Associate with Kirkpatrick & Lockhart LLP from 1992 to 1997.
  
40 registered investment companies consisting of
49 portfolios
  
None
*
 
The address of each officer listed above is P.O. Box 9011, Princeton, New Jersey 08543-9011.
**
 
Elected by and serves at the pleasure of the Board.

C-3

FORM OF PROXY

This proxy is solicited on behalf of the Board of
Directors/Trustees

         The undersigned hereby appoints Terry K. Glenn, Donald C. Burke and Alice A. Pellegrino as proxies, each of them with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated below, all of the shares of common stock or shares of beneficial interest, held of record by the undersigned on January 22, 2002 at the Meeting of Shareholders to be held on March 15, 2002 or any adjournment thereof.

         THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1.

         By signing and dating this card, you authorize the proxies to vote the proposal as marked, or if not marked, to vote “FOR” the proposal, and to use their discretion to vote for any other matter as may properly come before the meeting or any adjournment thereof. If you do not intend to personally attend the meeting, please complete and return this card at once in the enclosed envelope.

         Please sign exactly as name appears 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 persons.

         Sign, Date and Return this Proxy Card Promptly Using the Enclosed Envelope.

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

 

 


  
1. 
For all Funds:
              
To withhold authority to vote for certain nominees only, mark “For All Except” and write the nominee’s number on the line below.
                 
 
Election of Directors/Trustees
              
 
 
For
All
 
Withhold
 All
 
For All
Except
 
 
 
[_]
 
[_]
 
[_]
 
 
             
01)
  
James H. Bodurtha
 
 
 
 
02)
 
Terry K. Glenn
03)
 
Joe Grills
04)
 
Herbert I. London
05)
 
André F. Perold
06)
 
Roberta Cooper Ramo
07)
 
Robert S. Salomon Jr.
08)
 
Melvin R. Seiden
09)
 
Stephen B. Swensrud
         
 
2.

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

     
   
 
       
       
       
Signature (PLEASE SIGN WITHIN BOX)
Date
Signature (Joint Owners)
Date
       
 

FORM OF PROXY

This proxy is solicited on behalf of the Board of
Directors/Trustees

         The undersigned hereby appoints Terry K. Glenn, Donald C. Burke and Alice A. Pellegrino as proxies, each of them with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated below, all of the shares of common stock or shares of beneficial interest, held of record by the undersigned on January 22, 2002 (January 28, 2002 for Master Mid Cap Growth Trust and Mercury Mid Cap Growth Fund, Inc.) at the Meeting of Shareholders to be held on March 15, 2002 (March 25, 2002 in the case of Master Mid Cap Growth Trust and Mercury Mid Cap Growth Fund, Inc.) or any adjournment thereof.

         THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1.

         By signing and dating this card, you authorize the proxies to vote the proposal as marked, or if not marked, to vote “FOR” the proposal, and to use their discretion to vote for any other matter as may properly come before the meeting or any adjournment thereof. If you do not intend to personally attend the meeting, please complete and return this card at once in the enclosed envelope.

         Please sign exactly as name appears 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 persons.

         Sign, Date and Return this Proxy Card Promptly Using the Enclosed Envelope.

TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS:
FAM                                    KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
           
 
1. For Mercury Large Cap Series Funds, Inc., Mercury Focus Twenty Fund, Inc., Mercury Mid Cap Growth Fund, Inc., Mercury Low Duration Fund and Mercury Total Return Bond Fund:            
 
Please vote for the Directors/Trustees of the Fund, and instruct the Fund to vote for the Trustees of the corresponding Master Trust.            
 
1(a)
Election of Directors/Trustees
1(b)
Election of Master Trust Trustees
  
 
 
 
 
        For   Withhold   For All  
VOTING INSTRUCTIONS:
 
01A)
  
James H. Bodurtha
01B)
James H. Bodurtha
All All Except
To withhold authority to vote
02A)
 
Terry K. Glenn
02B)
Terry K. Glenn
for certain nominees only, mark
03A)
 
Joe Grills
03B)
Joe Grills
“For All Except” and write the
04A)
  
Herbert I. London
04B)
Herbert I. London
nominee’s number on the line below.
05A)
 
André F. Perold
05B)
André F. Perold
[_] [_] [_]
If you want to withhold authority for certain nominees to serve on both boards, write in a separate number for both Item 1(a) and Item 1(b). If you want to withhold authority for certain nominees to serve on one board, write in the appropriate number for either Item 1(a) or Item 1(b).
06A)
 
Roberta Cooper Ramo
06B)
Roberta Cooper Ramo
07A)
 
Robert S. Salomon Jr.
07B)
Robert S. Salomon Jr.
08A)
 
Melvin R. Seiden
08B)
Melvin R. Seiden
09A)
 
Stephen B. Swensrud
09B)
Stephen B. Swensrud
       
         
           
2.

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

     
       
       
       
Signature (PLEASE SIGN WITHIN BOX)
Date
Signature (Joint Owners)
Date
       
 

FORM OF PROXY

This proxy is solicited on behalf of the Board of
Trustees

         The undersigned hereby appoints Terry K. Glenn, Donald C. Burke and Alice A. Pellegrino as proxies, each of them with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated below, all of the shares of beneficial interest of Master Focus Twenty Trust, held of record for the benefit of the undersigned by Oppenheimer Select Managers Mercury Advisors Focus Growth Fund on January 22, 2002 at the Meeting of Shareholders to be held on March 15, 2002 or any adjournment thereof.

         THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1.

         By signing and dating this card, you authorize the proxies to vote the proposal as marked, or if not marked, to vote “FOR” the proposal, and to use their discretion to vote for any other matter as may properly come before the meeting or any adjournment thereof. If you do not intend to personally attend the meeting, please complete and return this card at once in the enclosed envelope.

         Please sign exactly as name appears herein. When shares are held by joint tenants, both should sign. When signing as attorney or as executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized persons.

         Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS:
FAM                                    KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
 
1.  Election of Trustees  
 
 
For
All
 
Withhold
 All
 
For All
Except
 
To withhold authority to vote for certain nominees only, mark “For All Except” and write the nominee’s number on the line below.
 
 
[_]
 
[_]
 
[_]
 
 
             
01)
  
James H. Bodurtha
 
 
 
 
02)
 
Terry K. Glenn
03)
 
Joe Grills
04)
 
Herbert I. London
05)
 
André F. Perold
06)
 
Roberta Cooper Ramo
07)
 
Robert S. Salomon Jr.
08)
 
Melvin R. Seiden
09)
 
Stephen B. Swensrud
         
   
       
 
2.

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

     
   
 
       
       
       
Signature (PLEASE SIGN WITHIN BOX)
Date
Signature (Joint Owners)
Date