DOCUMENT COMPOSITION EDGAR FINANCIAL PRINTING FULFILLMENT TRANSLATIONS. Form N-PX Facts. Call 866-FileSEC to speak with N-PX experts at Merrill Corp.

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1 Form N-PX Facts Recent SEC rulings mandate that registered management investment companies must disclose the following proxy-related information: 1. The policies and procedures used to guide proxy vote decisions for each security in each portfolio 2. The proxy voting record for each security in each portfolio Call 866-FileSEC to speak with N-PX experts at Merrill Corp. The SEC ruled that the policies and procedures disclosure must be made in the Statement of Additional Information (SAI) filed on or after July 1, As of August 31, 2004, the SAI must also disclose that the complete proxy voting record is available. Similarly, annual and semi-annual shareholder reports must disclose the availability of the policies, procedures, and voting record information. Form N-PX is a new EDGAR submission which every registered management investment company, other than a small business investment company registered on Form N-5, must file no later than August 31 of each year, beginning in Form N-PX contains the proxy voting record for the most recent twelve months ending June 30 of each year. It has three sections: 1. Cover page 2. Complete proxy voting record 3. Signature page Each voting record must contain the following: The name of the issuer of the portfolio security The exchange ticker symbol of the portfolio security The Council on Uniform Securities Identification Procedures ( CUSIP ) number for the portfolio security The shareholder meeting date A brief identification of the matter voted on Whether the matter was proposed by the issuer or by a security holder Whether the registrant cast its vote on the matter How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors) Whether the registrant cast its vote for or against management

2 Form N-PX Services Merrill has combined its best-of-breed services and technology to streamline the processing and filing of Form N-PX. Clients have direct access to Merrill N-PX experts toll-free, at 866-FileSEC or via at Data Provider Votes Fund Company Votes Merrill N-PX HTML SEC Tabulates Voting Records Creates ASCII, MS Excel, or MS Word Files Transmits Files to Fund Company via or FTP Transmits voting records from Data Provider and any Sub-advisors to Merrill via N-PX HTML Creates Form N-PX for each fund registrant Files directly with SEC in HTML Transmits HTML Filings to Fund Company via Figure 1. Typical N-PX Workflow Our experts will guide clients through the data collection and delivery process 1 and ensure timely form creation and industry-leading EDGAR HTML filings. Your HTML filing will be delivered to you ready for posting to your web site. (see Appendix A for a sample HTML filing) Please call our toll free number or contact your Merrill Account Manager with questions or concerns, particularly if you anticipate that your workflow will deviate from the illustration in Figure 1. Your Account Manager will help you estimate the number of pages in a given filing as well as the time associated with assembling and formatting. Distribution of completed filings will be made via to designated client address(es). Unlike many other EDGAR forms that are filed on a staggered schedule throughout the year, the deadline for filing Form N-PX is August 31 for all investment companies. We recognize that the 2004 filings are new and challenging and, as we approach the August 31 deadline, we anticipate that the volume of filing requests will grow dramatically. The additional N-PX volume, coupled with normal 10-Q, annual/semi-annual report, and prospectus filings, will likely tax SEC systems. Merrill s N-PX team is ready and committed to helping all clients file accurately and on time. An early start on process implementation will help to avoid conflicts and late filing penalties in August. 1 see How will clients provide proxy voting records to Merrill? on the next page for more information.

3 Form N-PX Q&A Where can I locate the SEC ruling that mandates Form N-PX? The final rule, Disclosure of Proxy Voting Policies and Proxy Voting Records by Registered Management Investment Companies, can be accessed at Are registrants required to file an individual N-PX submission for each series or portfolio contained within a fund? No. In the case of a registrant that offers multiple series of shares, the filer must only provide the information required by this Item separately for each series. This will result in one N-PX filing however, within Item 1, the registrant must create separate listings for each series. The term series means shares offered by a registrant that represent undivided interests in a portfolio of investments. Can Form N-PX be filed in hardcopy? The Form N-PX is mandated to file electronically. However, the form can be filed in paper form if it meets SEC requirements for an EDGAR hardship exemption. Eight complete paper copies of the form must be filed with the SEC and at least one copy must be manually signed. Copies not manually signed must include typed or printed signatures. As with any other filing made under an EDGAR hardship exemption, a confirming copy must be filed electronically within six business days. How will clients provide proxy voting records to Merrill? Most clients use a proxy service (i.e., ISS, ADP) to tabulate their voting records. These vendors will typically provide clients with ASCII text, MS Excel, or MS Word* files for the voting records. Clients will forward these files to Merrill via . (*tab-delimited, MS Word files are optimal) Must Form N-PX be typeset and printed? No. Form N-PX is EDGAR-only. What obligation does an investment company have for responding to shareholder requests for proxy voting records? The investment company must provide a toll-free phone number for shareholders to request printed copies of the voting record and all requests must be fulfilled within three business days. Alternately, the investment company may post the voting record on its website (or on a third-party site). How long must the voting record be available for shareholders? Form N-PX must be available for one year. Hardcopy of the EDGAR must be stored for seven years. Merrill delivers Form N-PX in HTML format. Can I post it to my web site for shareholder access? Yes. The document Merrill delivers will be ready for posting to an investment company (or third-party) web server.

4 Form N-PX Appendix A, Sample Filing (abbreviated for clarity) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM N-PX OMB APPROVAL OMB Number: Expires: March 31, 2006 Estimated average burden hours per response ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number ABC Company (Exact name of registrant as specified in charter) 1 Main Street, Boston MA (Address of principal executive offices) (Zip code) John Doe, Senior Vice President ABC Company 1 Main Street, Boston MA (Name and address of agent for service) Registrant's telephone number, including area code: Date of fiscal year end: 12/31/04 Date of reporting period: 6/30/04 FORM N-PX REPORT ICA File Number: Reporting Period: 07/01/ /30/2004 [Reporting dates] KT Mutual Funds, Inc. [Registered Investment Company] 2099 Gaither Road [Address 1]

5 Suite 501 [Address 2] Rockfille, MD [Address 3] MELLON FINANCIAL CORP. LARGE CAP STOCK FUND Ticker: MEL Meeting Date: 04/15/2004 Record Date: 02/07/2004 Security ID: 58551A108 Meeting Type: Extraordinary Shareholders # Proposal Mgt Rec Voted Vote Cast Sponsor 1.1 Elect Director Carol R. Brown For Yes For Management 1.2 Elect Director Seward Prosser Mellon For Yes Withhold Management 1.3 Elect Director William E. Strickland Jr. For Yes For Management 2 Ratify Auditors For Yes Abstain Management 3 Approve PricewaterhouseCoopers as Auditors and For Yes For Management Authorize Board to Fix Their Remuneration 4 Other Business (Non-voting) None No None Management MICROSOFT CORP. Ticker: MSFT Security ID: Meeting Date: 04/15/2004 Meeting Type: Annual Record Date: 02/07/2004 # Proposal Mgt Rec Voted Vote Cast Sponsor 1 Ratify Auditors For Yes For Management 2 Refrain From Giving Charitable Contributions Against Yes Against Shareholder MICROSOFT CORP. LARGE CAP VALUE FUND Ticker: MSFT Security ID: Meeting Date: 04/15/2004 Meeting Type: Annual Record Date: 02/07/2004 # Proposal Mgt Rec Voted Vote Cast Sponsor 1 Ratify Auditors For Yes For Management 2 Refrain From Giving Charitable Contributions Against Yes Against Shareholder 2

6 SIGNATURES [See General Instruction F] Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) ABC Company By (Signature and Title)* John Doe, Senior Vice President Date July 7, 2004 *Print the name and title of each signing officer under his or her signature. 3