As filed with the Securities and Exchange Commission on March 28, 2002
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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/ / Preliminary Proxy Statement / / Confidential, For Use of the Commission
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/ / Soliciting Material Under Rule 14a-12
Merrill Lynch Investment Managers Funds, Inc.
P.O. Box 9011 Princeton, New Jersey 08543-9011
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SAME AS ABOVE
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[LOGO] Merrill Lynch Investment Managers
RE: MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.
Dear Stockholder:
As a stockholder of Merrill Lynch Short-Term Global Income Fund, Inc.
("Short-Term Global"), you are being asked to consider a series of
transactions that would result in the acquisition of Short-Term Global by
Merrill Lynch Low Duration Fund ("Low Duration Fund") and the subsequent
dissolution and deregistration of Short-Term Global. A proxy statement and
prospectus, which provides information about these transactions and about each
Fund, is enclosed along with a "question and answer" sheet that addresses
frequently asked questions. The contemplated series of transactions is
referred to here and in the enclosed proxy statement and prospectus as the
"Reorganization."
On April 25, 2002, Short-Term Global will hold a Special Meeting of
Stockholders for the purpose of considering the Reorganization. The Board of
Directors of Short-Term Global has approved the Reorganization and recommends
that you vote FOR approval of the Agreement and Plan after carefully reviewing
the enclosed materials.
Your vote is important. Please take a moment now to sign, date and return
your proxy card in the enclosed postage paid return envelope. 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, you may take
advantage of these voting options. If we do not hear from you after a
reasonable amount of time, you may receive a telephone call from our proxy
solicitor, Georgeson Shareholder, reminding you to vote your shares.
If you have any questions regarding the enclosed proxy material or need
assistance in voting your shares, please contact Georgeson Shareholder, at
1-866-304-6812.
Sincerely,
Phillip S. Gillespie
Secretary of
Merrill Lynch Short-Term Global Income
Fund, Inc.
Enclosure
[LOGO] Merrill Lynch Investment Managers
Question and Answer Sheet
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Q. Why am I receiving this proxy statement?
A. We have sent you the proxy statement because you are a stockholder of
Merrill Lynch Short-Term Global Income Fund, Inc. ("Short-Term Global")
All stockholders of Short-Term Global are being asked to consider a
series of transactions that would result in (i) the acquisition of
assets and assumption of liabilities of Short-Term Global by Merrill
Lynch Low Duration Fund ("Low Duration Fund"); (ii) the issuance of
shares of common stock of Low Duration Fund to Short-Term Global for
distribution to the stockholders of Short-Term Global; and (iii) the
dissolution and deregistration of Short-Term Global. These transactions
are referred to as the "Reorganization." The approval by Short-Term
Global's stockholders representing a majority of the outstanding shares
entitled to vote, with all shares voting as a single class, and the
approval of Class B and Class C stockholders representing a majority of
the outstanding shares of Class B and Class C entitled to vote, each
voting separately as a single class, is required for the Reorganization
to take place.
If the reorganization is approved, stockholders of Short-Term Global
will become stockholders of Low Duration Fund upon completion of the
reorganization.
Q. Will the Reorganization change my privileges as a stockholder?
A. Your rights as a stockholder will not change in any substantial way as
a result of the Reorganization. In addition, the stockholder services
available to you after the Reorganization will be substantially the
same as the stockholder services currently available to you.
Q. Will I own the same class of shares of Low Duration Fund after the
Reorganization as the class of Short-Term Global I currently own?
A. Yes. The shares of Low Duration Fund you receive in the Reorganization
will be the same class as the shares you currently own of Short-Term
Global. For example, if you own Class B shares of Short-Term Global,
you will receive Class B shares of Low Duration Fund as a result of the
Reorganization.
Q. How will the Reorganization benefit stockholders?
A. Stockholders should consider the following:
o After the Reorganization, stockholders of Short-Term Global will
be invested in an open-end fund with a substantially larger
combined asset base.
o After the Reorganization, Short-Term Global stockholders are expected to
experience:
| | lower operating expenses per share, improved economies of scale and
flexibility in portfolio management
| | a lower investment advisory fee rate
o After the Reorganization, Short-Term Global stockholders will be invested
in a diversified fund with a broader portfolio of assets.
Q. Will the Reorganization affect the value of my investment?
A. The value of your investment will not change as a result of the
Reorganization.
Q. As an owner of shares of common stock of Short-Term Global, will I
own the same number of shares of common stock of Low Duration Fund
after the Reorganization as I currently own?
A. No. You will receive shares of common stock of Low Duration Fund with
the same aggregate net asset value as the shares of Short-Term Global
owned by you at the close of business on the business day prior to the
closing date of the Reorganization (the "Valuation Time"). The number
of shares you receive will depend on the relative net asset values of
the shares of Short-Term Global and Low Duration Fund at the Valuation
Time. For example, assume that you own 10 Class A shares of Short-Term
Global. If the net asset value of that Fund's Class A shares at the
Valuation Time is $6 per share, and the net asset value of the Class A
shares of Low Duration Fund at the Valuation Time is $12 per share, you
will receive 5 Class A shares of Low Duration Fund in the
Reorganization. The aggregate net asset value of your investment will
not change. (10 Short-Term Global Class A shares x $6 = $60; 5 Low
Duration Fund Class A shares x $12 = $60).
Thus, if at the Valuation Time the net asset value of the common
stock of Low Duration Fund is higher than the net asset value of the
shares of Short-Term Global, you will receive fewer shares of Low
Duration Fund in the Reorganization than you held in Short-Term
Global prior to the Reorganization. On the other hand, if the net
asset value of the common stock of Low Duration Fund is lower than
the net asset value of the shares of Short-Term Global, you will
receive a greater number of shares of Low Duration Fund in the
Reorganization than you held in Short-Term Global prior to the
Reorganization. Either way, the aggregate net asset value of your
shares after the Reorganization will be the same as before the
Reorganization.
Q. What are the tax consequences for stockholders?
A. The Reorganization is structured as a tax-free transaction so that the
completion of the Reorganization itself will not result in Federal
income tax liability for stockholders of Short-Term Global. Low
Duration Fund and Short-Term Global will receive an opinion of counsel
with respect to the tax-free treatment of the Reorganization.
The tax consequences associated with an investment in shares of
Short-Term Global are similar to the tax consequences associated with
an investment in shares of Low Duration Fund.
Q. Who will manage the Surviving Fund after the Reorganization?
A. Fund Asset Management, L.P., the current investment adviser for Low
Duration Master Portfolio and administrator of Low Duration Fund, will
be the administrator of the Surviving Fund and will manage Low Duration
Master Portfolio after the Reorganization. The current co-portfolio
managers of Low Duration Master Portfolio are Patrick Maldari and Frank
Viola, and it is expected that they will continue as co-portfolio
managers for Low Duration Master Portfolio.
Q. Why is my vote important?
A. Approval of the Reorganization requires the affirmative vote of
Short-Term Global's stockholders representing a majority of the
outstanding shares entitled to vote, with all shares voting as a single
class, and the approval of Class B and Class C stockholders
representing a majority of the outstanding shares of Class B and Class
C entitled to vote, each voting separately as a single class. The Board
of Directors of Short-Term Global urges every stockholder to vote.
Please read all proxy materials thoroughly before casting your vote.
Q. How can I vote?
A. You may vote by signing, dating and returning your proxy card in the
enclosed postage-paid envelope. 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
voting options. You may also vote in person at the Stockholders'
Meeting. If you submitted a proxy by mail, by telephone or on the
Internet, you may withdraw it at the Meeting and then vote in person at
the Meeting or you may submit a superseding proxy by mail, by telephone
or on the Internet.
Q. Has Short-Term Global retained a proxy solicitation firm?
A. Yes, Short-Term Global has retained Georgeson Shareholder to assist in
the solicitation of proxies for the Meeting. While Short-Term Global
expects most proxies to be returned by mail, Short-Term Global may also
solicit proxies by telephone, fax, telegraph or personal interview.
Q. What if there are not enough votes to approve or disapprove the Agreement
and Plan by the scheduled meeting date?
A. In order to ensure that we receive enough votes, we may need to take
further action. We or our proxy solicitation firm may contact you by
mail or telephone. Therefore, we encourage stockholders to vote as soon
as they review the enclosed proxy materials to avoid additional
mailings or telephone calls. If, by the time scheduled for a Meeting,
the sufficient votes to approve or disapprove the Agreement and Plan
are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies
from stockholders.
Q. What is the Board's recommendation?
A. The Board of Directors of Short-Term Global has determined that
Short-Term Global's stockholders are likely to benefit from the
Reorganization and believe that it is in the best interests of
Short-Term Global and its stockholders. The Board encourages
stockholders to vote FOR the Reorganization.