As filed with the Securities and Exchange Commission on July 15, 2002
Registration No. 333-82924
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
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Form N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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|_| Pre-Effective Amendment No. |X| Post-Effective Amendment No. 1
(Check Appropriate Box or Boxes)
Merrill Lynch Investment Managers Funds, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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(609) 282-2800
(Area Code And Telephone Number)
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800 Scudders Mill Road
Plainsboro, New Jersey 08536
(Address of Principal Executive Offices:
Number, Street, City, State, Zip Code)
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Philip L. Kirstein, Esq.
Fund Asset Management, L.P.
800 Scudders Mill Road, Plainsboro, New Jersey 08536
Mailing Address: P.O. Box 9011, Princeton, New Jersey 08543-9011
(Name and Address of Agent for Service)
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Copies to:
Leonard Mackey, Jr., Esq. Laurin Blumenthal Kleiman, Esq. Terry K. Glenn
Clifford Chance Rogers & Wells LLP Sidley Austin Brown & Wood LLP Fund Asset Management, L.P.
200 Park Avenue 875 Third Avenue 800 Scudders Mill Road
New York, NY 10166 New York, NY 10022 Plainsboro, NJ 08536
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Title of Securities to Be Registered: Common Stock, par value $.01 per share.
No filing fee is required because of reliance on Section 24(f) of the Investment Company Act of 1940.
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This Post-Effective Amendment No. 1 to the Registrant's Registration Statement
on Form N-14 (File No. 333-82924) (the "N-14 Registration Statement") consists
of the following:
(1) Facing Sheet of this Registration Statement.
(2) Part C of this Registration Statement (including signature pages).
Parts A and B are incorporated herein by reference from the Registration
Statement filed on February 15, 2002 and Pre-Effective Amendment No. 1 to this
Registration Statement filed on March 27, 2002 under the Securities Act of
1933, as amended (the "Securities Act").
This Post-Effective Amendment No. 1 is being filed solely to file as Exhibit
No. 12 to this Registration Statement the Tax Opinion of Sidley Austin Brown
& Wood LLP, tax counsel for the Registrant.
PART C
OTHER INFORMATION
Item 15. Indemnification.
Reference is made to Article VI of the Registrant's Articles of
Incorporation, Article VI of the Registrant's By-Laws. Section 2-418 of the
Maryland General Corporation Law and Section 9 of the Class A, Class B, Class
C and Class D Distribution Agreements.
Insofar as the conditional advancing of indemnification moneys for
actions based on the Investment Company Act of 1940, as amended (the
"Investment Company Act"), may be concerned, Article VI of the Registrant's
By-Laws provides that such payments will be made only on the following
conditions: (i) advances may be made only on receipt of a written affirmation
of such person's good faith belief that the standard of conduct necessary for
indemnification has been met and a written undertaking to repay any such
advance if it is ultimately determined that the standard of conduct has not
been met; and (ii) (a) such promise must be secured by a security for the
undertaking in form and amount acceptable to the Registrant, (b) the
Registrant is insured against losses arising by receipt of the advance, or (c)
a majority of a quorum of the Registrant's disinterested non-party Directors,
or an independent legal counsel in a written opinion, shall determine, based
upon a review of readily available facts, that at the time the advance is
proposed to be made, there is reason to believe that the person seeking
indemnification will ultimately be found to be entitled to indemnification.
In Section 9 of the Class A., Class B, Class C and Class D Shares
Distribution Agreements relating to the securities being offered hereby, the
Registrant agrees to indemnify FAM Distributors, Inc. (the "Distributor") and
each person, if any, who controls the Distributor within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), against certain
types of civil liabilities arising in connection with the Registration
Statement or Prospectus and Statement of Additional Information.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to Directors, officers and controlling persons
of the Registrant and the principal underwriter pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a Director, officer, or controlling person of the Registrant and the
principal underwriter in connection with the successful defense of any action,
suit or proceeding) is asserted by such Director, officer or controlling
person or the principal underwriter in connection with the shares being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
Item 16. Exhibits.
1(a) -- Articles of Incorporation of the Registrant, dated July 5,
2000.(a)
1(b) -- Certificate of Correction, dated August 2, 2000.(a)
2 -- By-Laws of the Registrant.(a)
3 -- Not applicable.
4 -- Form of Agreement and Plan of Reorganization among the Registrant,
Fund Asset Management Master Trust and Merrill Lynch Short-Term
Global Income Fund, Inc.(e)
5 -- Portions of Articles of Incorporation and By-laws of Registrant
defining rights of holders of shares of common stock of the
Registrant.(a)
6(a) -- Not applicable.
C-1
7 -- Form of Distribution Agreement between the Registrant and FAM
Distributors, Inc. (including form of Selected Dealer
Agreement).(a)
8 -- Not applicable.
9 -- Form of Custody Agreement between the Registrant and Brown
Brothers Harriman & Co.(b)
10(a) -- Form of Class B Distribution Plan.(a)
10(b) -- Form of Class C Distribution Plan.(a)
10(c) -- Form of Class D Distribution Plan.(a)
10(d) -- Merrill Lynch Select PricingSM System Plan pursuant to Rule 18f-3
under the Investment Company Act.(a)
11 -- Opinion of Sidley Austin Brown & Wood LLP.(g)
12 -- Tax Opinion of Sidley Austin Brown & Wood LLP.*
13(a)(l) -- Form of Transfer Agency, Dividend Disbursing Agency and
Stockholder Servicing Agency Agreement between the Registrant and
Financial Data Services, Inc.(a)
13(a)(2) -- Expense Cap Agreement.(b)
13(a)(3) -- Amended and Restated Expense Cap Agreement.(c)
13(a)(4) -- Administration Agreement for Low Duration Fund.(c)
13(a)(5) -- Form of Second Amended and Restated Credit Agreement.(d)
13(a)(6) -- Administrative Services Agreement with State Street Bank and Trust
Company.(f)
14(a) -- Consent of Ernst & Young LLP, independent auditors for
the Registrant.(g)
14(b) -- Consent of Deloitte & Touche LLP, independent auditors for
Merrill Lynch Short-Term Global Income Fund, Inc.(g)
15 -- Not applicable.
16 -- Not applicable
17(a) -- Prospectus, dated October 26, 2001, of Merrill Lynch Low
Duration Fund.(g)
17(b) -- Statement of Additional Information, dated October 26, 2001, of
Merrill Lynch Low Duration Fund.(g)
17(c) -- Prospectus, dated April 6, 2001, of Merrill Lynch Short-Term
Global Income Fund, Inc.(g)
17(d) -- Annual Report to Stockholders of Merrill Lynch Low Duration Fund,
as of June 30, 2001.(g)
17(e) -- Semi-Annual Report to Stockholders of Merrill Lynch Low Duration
Fund, as of December 31, 2001.(g)
17(f) -- Annual Report to Stockholders of Merrill Lynch Short-Term Global
Income Fund, Inc., as of December 31, 2001.(g)
17(g) -- Form of Proxy.(g)
________________
(a) Incorporated by reference and previously filed as an exhibit to the
Registration Statement on Form N-1A of the Registrant filed on August
11, 2000 (File No. 333-43552).
(b) Incorporated by reference and previously filed as an exhibit to Pre-
Effective Amendment No. 1 to the Registration Statement of
the Registrant on Form N-1A filed on October 6, 2000 (File No.
333-43552).
(c) Incorporated by reference and previously filed as an exhibit to Post-
Effective Amendment No. 1 to the Registration Statement of
the Registrant on Form N-1A filed on October 25, 2001 (File No.
333-43552).
(d) Incorporated by reference to Exhibit (b) to the Issuer Tender Offer
Statement on Schedule TO of Merrill Lynch Senior Floating
Rate Fund, Inc. filed on December 14, 2001 (File No. 333-15973).
C-2
(e) Included as Exhibit I to the Proxy Statement and Prospectus contained
in Pre-Effective Amendment No.1 to the N-14 Registration Statement.
(f) Incorporated by reference and previously filed as an exhibit to
Post-Effective Amendment No. 3 to the Registration Statement on Form
N-1A of Mercury HW Variable Trust filed on February 28, 2001 (File No.
333-24349) .
(g) Filed on March 27, 2002 as an exhibit to Pre-Effective Amendment No.1 to
the N-14 Registration Statement.
_________
* Filed herewith
Item 17. Undertakings.
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through use of a prospectus which is
part of this Registration Statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) of the Securities Act of
1933, as amended, the reoffering prospectus will contain information called
for by the applicable registration form for reofferings by persons who may be
deemed underwriters, in addition to the information called for by other items
of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the Securities Act of 1933, as
amended, each post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein, and the offering of
the securities at that time shall be deemed to be the initial bona fide
offering of them.
(3) The Registrant undertakes to file, by post-effective amendment, a
copy of an opinion of counsel as to certain tax matters within a reasonable
time after receipt of such opinion.
C-3
SIGNATURES
As required by the Securities Act of 1933, this Registration
Statement has been signed on behalf of the Registrant, in the Township of
Plainsboro and State of New Jersey, on the 15th day of July, 2002.
MERRILL LYNCH INVESTMENT MANAGERS FUNDS, INC.
(Registrant)
By: /s/ DONALD C. BURKE
--------------------------------
(Donald C. Burke,
Vice President and Treasurer)
As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signatures Title Date
----------- ----- ----
TERRY K. GLENN* President (Principal Executive
- ------------------------------------------ Officer) and Director
(Terry K. Glenn)
DONALD C. BURKE* Vice President and Treasurer
- ------------------------------------------ (Principal Financial and
(Donald C. Burke) Accounting Officer)
JAMES H. BODURTHA* Director
- ---------------------------------------------
(James H. Bodurtha)
JOE GRILLS* Director
- ---------------------------------------------
(Joe Grills)
HERBERT I. LONDON* Director
- ---------------------------------------------
(Herbert I. London)
ANDRE F. PEROLD* Director
- ---------------------------------------------
(Andre F. Perold)
ROBERTA COOPER RAMO* Director
- ---------------------------------------------
(Roberta Cooper Ramo)
ROBERT S. SALOMON, JR.* Director
- ---------------------------------------------
(Robert S. Salomon, Jr.)
MELVIN R. SEIDEN* Director
- ---------------------------------------------
(Melvin R. Seiden)
STEPHEN B. SWENSRUD* Director
- ---------------------------------------------
(Stephen B. Swensrud)
*By: /s/ DONALD C. BURKE July 15, 2002
- --------------------------------------------------
(Donald C. Burke, Attorney-in-fact)
C-4
SIGNATURES
Fund Asset Management Master Trust has duly caused this Registration
Statement of Merrill Lynch Investment Managers Funds, Inc. to be signed on its
behalf by the undersigned, duly authorized, in the Township of Plainsboro and
State of New Jersey, on the 15th day of July, 2002.
FUND ASSET MANAGEMENT MASTER TRUST
(Registrant)
By: /s/ DONALD C. BURKE
-------------------------------
(Donald C. Burke,
Vice President and Treasurer)
As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signatures Title Date
---------- ------ ----
TERRY K. GLENN* President (Principal Executive
- -------------------------------------------- Officer) and Trustee
(Terry K. Glenn)
DONALD C. BURKE* Vice President and Treasurer
- -------------------------------------------- (Principal Financial and
(Donald C. Burke) Accounting Officer)
JAMES H. BODURTHA* Trustee
- ---------------------------------------------
(James H. Bodurtha)
JOE GRILLS* Trustee
- ---------------------------------------------
(Joe Grills)
HERBERT I. LONDON* Trustee
- ---------------------------------------------
(Herbert I. London)
ANDRE F. PEROLD* Trustee
- ---------------------------------------------
(Andre F. Perold)
ROBERTA COOPER RAMO* Trustee
- ---------------------------------------------
(Roberta Cooper Ramo)
ROBERT S. SALOMON, JR.* Trustee
- ---------------------------------------------
(Robert S. Salomon, Jr.)
MELVIN R. SEIDEN* Trustee
- ---------------------------------------------
(Melvin R. Seiden)
STEPHEN B. SWENSRUD* Trustee
- ---------------------------------------------
(Stephen B. Swensrud)
*By: /s/ DONALD C. BURKE July 15, 2002
- --------------------------------------------------
(Donald C. Burke, Attorney-in-fact)
C-5
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
12 -- Tax Opinion of Sidley Austin Brown & Wood LLP.
SIDLEY AUSTIN BROWN & WOOD LLP
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WRITER'S DIRECT NUMBER WRITER'S E-MAIL ADDRESS
June 17, 2002
Fund Asset Management Master Trust,
on behalf of Low Duration Master Portfolio
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Merrill Lynch Investment Managers Funds, Inc.,
on behalf of Merrill Lynch Low Duration Fund
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Merrill Lynch Short-Term Global Income Fund, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Re: Reorganization of Merrill Lynch Low Duration Fund, and
Merrill Lynch Short-Term Global Income Fund, Inc.
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Ladies and Gentlemen:
You have requested our opinion as to certain Federal income tax
consequences of a reorganization which will result in the acquisition of the
assets and assumption of the liabilities of Merrill Lynch Short-Term Global
Income Fund, Inc. ("Short-Term Global") by Merrill Lynch Low Duration Fund
("Low Duration Fund"), a series of Merrill Lynch Investment Managers Funds,
Inc., and the issuance of Low Duration Fund common stock to Short-Term Global
for distribution to Short-Term Global's stockholders ("Reorganization"). Low
Duration Fund is organized in a master/feeder structure as a "feeder" fund
that invests all of its assets in the Low Duration Master Portfolio, a series
of Fund Asset Management Master Trust ("FAM Trust") which has an investment
objective identical to the feeder fund. The Reorganization will comprise (i)
the acquisition of substantially all of the assets and assumption of
substantially all of the liabilities, of Short-Term Global by FAM Trust, on
behalf of Low Duration Master Portfolio, in exchange solely for an equal
aggregate value of beneficial interests in Low Duration Master Portfolio, (ii)
the acquisition of the assets and assumption of the liabilities of Short-Term
Global (consisting of beneficial interests in Low Duration Master Portfolio)
by Low Duration Fund in exchange for Low Duration Fund shares, and (iii) the
subsequent distribution by Short-Term Global of Low Duration Fund shares to
its stockholders in liquidation. After the Reorganization, Short-Term Global
will cease operations, will have no assets remaining and will have final
Federal and state (if any) tax returns filed on its behalf. Short-Term Global
will have all of its shares cancelled and its incorporation terminated under
Maryland law.
This opinion letter is furnished pursuant to (i) the sections
entitled "The Reorganization--Terms of the Agreement and Plan--Required
Approvals" and "--Amendments and Conditions" in the Proxy Statement and
Prospectus, which is a part of the Registration Statement on Form N-14 (File
No. 333-82924) of Merrill Lynch Investment Managers Funds, Inc., as amended
and to date (the "N-14 Registration Statement") which became effective on
March 28, 2002 and (ii) Sections 9(f), 10(f) and 11(g) of the Agreement and
Plan of Reorganization dated March 26, 2002, by and among Merrill Lynch
Short-Term Global Income Fund, Inc., Merrill Lynch Investment Managers Fund,
Inc., on behalf of Merrill Lynch Low Duration Fund, and Fund Asset Management
Master Trust, on behalf of Low Duration Master Portfolio (the "Plan") as a
condition of closing. All terms used herein, unless otherwise defined, are
used as defined in the Plan.
In rendering our opinion, we have reviewed and relied upon (a) the
Plan, (b) the N-14 Registration Statement, and (c) certain representations
concerning the Reorganization made by the Short-Term Global, Low Duration Fund
and FAM Trust in letters dated June 17, 2002 (the "Representations").
Based upon current law, including cases and administrative
interpretations thereof and on the reviewed materials listed above, it is our
opinion that:
1. Under Section 721 of the Code, neither FAM Trust, Low Duration Fund nor
Short-Term Global will recognize gain or loss on the transfer by
Short-Term Global of its assets to Low Duration Master Portfolio.
2. Under Section 722 of the Code, Short-Term Global's tax basis in the Low
Duration Master Portfolio beneficial interests received in exchange for
Short-Term Global assets will equal its basis in the assets transferred.
3. Under Section 723 of the Code, the tax basis of Short-Term Global assets
in the hands of Low Duration Master Portfolio will be the same as their
tax basis in the hands of Short-Term Global.
4. In accordance with Section 1223 of the Code, Short-Term Global's holding
period in the Low Duration Master Portfolio beneficial interests received
in exchange for Short-Term Global assets will include its holding period
for the assets transferred.
5. In accordance with Section 1223 of the Code, Low Duration Master
Portfolio's holding period for the assets received from Short-Term Global
will include Short-Term Global's holding period for such assets.
6. The transfer of substantially all of the assets of Short-Term Global to
Low Duration Master Portfolio in exchange for Low Duration Master
Portfolio beneficial interests, the simultaneous transfer of all of the
assets of Short-Term Global (consisting of beneficial interests of Low
Duration Master Portfolio) to Low Duration Fund in exchange for shares of
common stock of Low Duration Fund, and the distribution of Low Duration
Fund shares of common stock to Short-Term Global stockholders in exchange
for their Short-Term Global shares will constitute a reorganization
within the meaning of Section 368(a)(1)(C) of the Internal Revenue Code
of 1986, as amended (the "Code"), and Low Duration Fund and Short-Term
Global will each be a "party" to a reorganization within the meaning of
Section 368(b) of the Code.
7. In accordance with Section 361 of the Code, Short-Term Global will not
recognize gain or loss either on the transfer of substantially all of its
assets (consisting of Low Duration Master Portfolio beneficial interests)
to Low Duration Fund in exchange solely for voting shares of Low Duration
Fund or on the distribution of the Low Duration Fund shares received to
its stockholders.
8. Under Section 1032 of the Code, Low Duration Fund will recognize no gain
or loss on the receipt of Short-Term Global assets (consisting of
beneficial interests of Low Duration Master Portfolio) in exchange for
its shares.
9. In accordance with Section 354(a)(1) of the Code, Short-Term Global
stockholders will not recognize gain or loss on the exchange of their
shares for shares of Low Duration Fund.
10. The basis of the Short-Term Global assets (consisting of beneficial
interests of Low Duration Master Portfolio) received by Low Duration Fund
will be the same as the basis of such assets to the Short-Term Global
immediately before the Reorganization under Section 362(b) of the Code.
11. Under Section 358 of the Code, the basis of the Low Duration Fund shares
received by Short-Term Global stockholders (including fractional shares
to which they may be entitled) will be the same as the basis of the
Short-Term Global shares exchanged pursuant to the Reorganization.
12. Under Section 1223 of the Code, the holding period of the Low Duration
Fund shares received by Short-Term Global stockholders in the
Reorganization (including fractional shares to which they may be
entitled) will include the holding period of the Short-Term Global shares
exchanged therefor, provided that such shares were held as a capital
asset on the date of the Reorganization.
13. The holding period of the assets received by Low Duration Fund from
Short-Term Global (consisting of beneficial interests of Low Duration
Master Portfolio) will include the holding period for which such assets
were held by Short-Term Global under Section 1223 of the Code.
14. Pursuant to Section 381(a) of the Code and Section 1.381(a)-1 of the
Income Tax Regulations, Low Duration Fund will succeed to and take into
account the items of Short-Term Global described in Section 381(c) of the
Code, subject to the provisions and limitations specified in Sections
381, 382, 383 and 384 of the Code and the regulations thereunder. Under
Section 381(b), the taxable year of Short-Term Global will end on the
date of the Reorganization.
Our opinion represents our best legal judgment as to the proper
Federal income tax treatment of the Reorganization, based on the facts
contained in the Plan, the N-14 Registration Statement and the
Representations. Our opinion assumes the accuracy of the facts as described in
the Plan, the N-14 Registration Statement and the Representations and could be
affected if any of the facts as so described are inaccurate.
We are furnishing this opinion letter to the addressees hereof,
solely for the benefit of such addressees in connection with the
Reorganization. This opinion letter is not to be used, circulated, quoted or
otherwise referred to for any other purpose.
Very truly yours,
/s/ Sidley Austin Brown & Wood LLP