As filed with the Securities and Exchange
Commission on February 14, 2003
PROXY STATEMENT PURSUANT
TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Soliciting Material Pursuant to Rule 14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Additional Materials
MERCURY FUNDS II
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(Name of Registrant as Specified in Its Charter)
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2
Mercury Low Duration Fund of Mercury Funds II
800 Scudders Mill Road
Plainsboro, NJ 08536
February 13, 2003
Dear Shareholder,
As a shareholder of Mercury Low Duration Fund of Mercury Funds II ("Mercury
Low Duration" or the "Fund"), you are being asked to vote on a proposed
reorganization of the Fund. Because your vote is very important, we would like
to take this opportunity to explain the proposed reorganization and encourage
you to vote.
What is the proposed reorganization?
The Board of Trustees of Mercury Funds II has approved a proposed
reorganization in which Mercury Low Duration would be acquired by Merrill
Lynch Low Duration Fund of Merrill Lynch Investment Managers Funds, Inc. ("ML
Low Duration"). If the shareholders of Mercury Low Duration approve this
reorganization, you will become a shareholder of ML Low Duration. The shares
of ML Low Duration that you receive in the reorganization will be of the
equivalent class and be subject to the same distribution fees, account
maintenance fees and sales charges, including any contingent deferred sales
charges, as your Mercury Low Duration shares. In addition, the shares of ML
Low Duration that you receive in the reorganization will have the same
aggregate net asset value as your Mercury Low Duration shares. Therefore, the
net asset value of your shares will not change as a result of the
reorganization. Your rights and privileges as a shareholder also will not
change substantially as a result of the reorganization, and the shareholder
services available to you after the reorganization will be similar to the
services currently available to you.
Why is the Board recommending approval of this reorganization?
The Board of Mercury Funds II has determined that the shareholders of Mercury
Low Duration are likely to benefit from the reorganization and recommends that
you vote to approve it. After the reorganization, shareholders of Mercury Low
Duration will remain invested in a mutual fund having the same investment
objectives and policies as Mercury Low Duration. In addition, it is expected
that the Mercury Low Duration shareholders will be invested in a substantially
larger fund, which should provide improved economies of scale and a lower
total operating expense ratio than Mercury Low Duration.
Why is your vote important?
Approval of the reorganization requires the affirmative vote of Mercury Low
Duration shareholders representing a majority of all Mercury Low Duration
shares represented in person or by proxy and entitled to be voted thereon at
the meeting. In order to reduce the need for additional costly solicitation
efforts or a meeting adjournment, please take the time to vote your shares
prior to the March 21, 2003 special shareholder meeting.
How do you vote?
There are three ways for you to vote your shares:
o Phone: The automated number 1-800-690-6903 is available to accept your
vote. Please have your proxy card available at the time of the call.
o Internet: The website www.proxyvote.com can be accessed using the
12-digit control number printed on your proxy card.
o Mail: The proxy card can be completed and returned in the enclosed postage
paid envelope.
For more information regarding the proxy materials or for help in voting your
shares, please contact our proxy solicitor, Georgeson Shareholder, at
1-866-243-5166 or contact your Financial Advisor.