As filed with the Securities and Exchange Commission on July 17, 2003
Securities Act File No. 333-102447
Investment Company Act File No. 811-10053
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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. [ ]
Post-Effective Amendment No. 1 [ X ]
(Check appropriate box or boxes)
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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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Terry K. Glenn
Merrill Lynch Investment Managers Funds, Inc.
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:
Frank P. Bruno, Esq. Andrew J. Donohue, Esq.
SIDLEY AUSTIN BROWN & WOOD LLP FUND ASSET MANAGEMENT, L.P.
787 Seventh Avenue P.O. Box 9011
New York, New York 10019-6018 Princeton, New Jersey 08543-9011
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Title of Securities Being Registered: Common Stock, Par Value $.10 per share.
No filing fee is required because of reliance on Section 24(f) under the
Investment Company Act of 1940.
This Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form N-14 (File No. 333-102447) (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 page).
Parts A and B to the N-14 Registration Statement are unchanged from the
Proxy Statement and Prospectus filed on February 14, 2003 under Rule 497 under
the Securities Act of 1933, as amended.
This Post-Effective Amendment No. 1 to the N-14 Registration Statement is
being filed to file (i) an Amendment to the Transfer Agency, Dividend
Disbursing Agency and Shareholder Servicing Agency Agreement between the
Registrant and Financial Data Services, Inc. and (ii) a tax opinion of Sidley
Austin Brown & Wood LLP, counsel for Merrill Lynch Low Duration Fund ("ML Low
Duration"), a series of the Registrant, and Mercury Low Duration Fund
("Mercury Low Duration"), a series of Mercury Funds II ("Mercury Funds II"),
as Exhibits 8(a) and 13, respectively, to the N-14 Registration Statement. The
tax opinion relates to the reorganization of Mercury Low Duration into ML Low
Duration.
PART C
OTHER INFORMATION
Item 15. Indemnification.
Reference is made to Article V of the Registrant's Articles of
Incorporation, Article VI of the Registrant's By-Laws and Section 2-418 of the
Maryland General Corporation Law.
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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted to Directors,
officers and controlling persons of the Registrant 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 in
connection with the successful defense of any action, suit or proceeding) is
asserted by such Director, officer or controlling person 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.(1)
(b) -- Certificate of Correction.(1)
(c) -- Articles Supplementary (6)
(2) -- By-Laws of the Registrant.(1)
(3) -- Portions of Articles of Incorporation and By-Laws of the
Registrant defining the rights of holders of shares of
common stock of the Registrant.(1)
(4) -- None.
(5) (a) -- Form of Distribution Agreement between the Registrant and FAM
Distributors, Inc. (including form of Selected Dealer Agreement).(1)
(b) -- Form of Class B Shares Distribution Plan of the Registrant.(1)
(c) -- Form of Class C Shares Distribution Plan of the Registrant.(1)
(d) -- Form of Class D Shares Distribution Plan of the Registrant.(1)
(6) -- None.
(7) -- None.
(8) (a) -- Amended Transfer Agency, Dividend Disbursing Agency and Shareholder
Servicing Agency Agreement between the Registrant and Financial
Data Services, Inc.
(b) -- Agreement relating to use of name between the Registrant and
Merrill Lynch & Co., Inc.(1)
(c) -- Expense Cap Agreement.(2)
(d) -- Amended and Restated Expense Cap Agreement.(5)
(e) -- Administration Agreement for Merrill Lynch Low Duration Fund.(5)
(f) -- Administration Agreement for Merrill Lynch Total Return Bond
Fund.(5)
(g) -- Credit Agreement.(3)
(h) -- Administrative Services Agreement with State Street Bank and Trust
Company.(4)
(i) -- Certificate of Fund Asset Management, L.P.(2)
(9) -- None.
(10) -- Merrill Lynch Select Pricing System Plan pursuant to Rule 18f-3.(1)
(11) -- Opinion of Sidley Austin Brown & Wood LLP, special counsel for ML
Low Duration Fund.(8)
(12) -- None.
(13) -- Tax Opinion of Sidley Austin Brown & Wood LLP, special counsel for
ML Low Duration Fund.
(14) (a) -- Consent of Ernst & Young LLP, independent auditors for ML Low
Duration Fund.(8)
(b) -- Consent of Ernst & Young LLP, independent auditors for Mercury Low
Duration Fund.(8)
(15) -- Power of Attorney.(7)
(16) -- Code of Ethics.(1)
17 (a) -- Prospectus, dated October 25, 2002, as supplemented, and Statement
of Additional Information dated October 25, 2002, as supplemented,
of the Registrant.(8)
(b) -- Prospectus, dated October 25, 2002, and Statement of Additional
Information dated October 25, 2002, of Mercury Low Duration Fund.(8)
2
(c) -- Annual Report to Stockholders of the Registrant for the fiscal year
ended June 30, 2002.(8)
(d) -- Annual Report to Shareholders of Mercury Low Duration Fund for the
fiscal year ended June 30, 2002.(8)
(e) -- Form of Proxy Card.(8)
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(1) Incorporated by reference and previously filed as an exhibit to the
Registration Statement on Form N-1A filed on August 11, 2000 (File No.
333-43552).
(2) Incorporated by reference and previously filed as an Exhibit to
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A
filed on October 6, 2000 (File No. 333-43552).
(3) Incorporated by reference to Exhibit (b) to the Issuer Tender Offer
Statement on Schedule TO of Merrill Lynch Senior Floating Rate Fund, Inc.
(File No. 333-15973) filed on December 14, 2000.
(4) 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).
(5) Incorporated by reference and previously filed as an Exhibit to
Post-Effective Amendment No. 1 to the Registration Statement on Form N-1A
filed on October 25, 2001 (File No. 333-43552).
(6) Incorporated by reference and previously filed as an Exhibit to
Post-Effective Amendment No. 3 to the Registration Statement on Form N-1A
filed on December 20, 2002 (File No. 333-43552).
(7) Included on the signature page of the N-14 Registration Statement filed
on January 10, 2003.
(8) Filed on January 10, 2003 as an Exhibit to the N-14 Registration Statement.
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 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.
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 17th day of July, 2003.
MERRILL LYNCH INVESTMENT MANAGERS
FUNDS, INC.
(Registrant)
BY: /s/ Donald C. Burke
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(Donald C. Burke, Vice President)
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*
- --------------------------
(James H. Bodurtha) Director
JOE GRILLS*
- --------------------------
(Joe Grills) Director
HERBERT I. LONDON*
- --------------------------
(Herbert I. London) Director
ANDRE F. PEROLD*
- --------------------------
(Andre F. Perold) Director
ROBERTA COOPER RAMO*
- --------------------------
(Roberta Cooper Ramo) Director
ROBERT S. SALOMON, JR.*
- --------------------------
(Robert S. Salomon, Jr.) Director
STEPHEN B. SWENSRUD*
- --------------------------
(Stephen B. Swensrud) Director
*By: /s/ Donald C. Burke
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(Donald C. Burke, Attorney-in-Fact) July 17, 2003
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, thereunto duly authorized, in the Township of
Plainsboro, and State of New Jersey, on the 17th day of July, 2003.
FUND ASSET MANAGEMENT MASTER TRUST
BY: /s/ Donald C. Burke
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(Donald C. Burke, Vice President)
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*
- --------------------------
(James H. Bodurtha) Trustee
JOE GRILLS*
- --------------------------
(Joe Grills) Trustee
HERBERT I. LONDON*
- --------------------------
(Herbert I. London) Trustee
ANDRE F. PEROLD*
- --------------------------
(Andre F. Perold) Trustee
ROBERTA COOPER RAMO*
- --------------------------
(Roberta Cooper Ramo) Trustee
ROBERT S. SALOMON, JR.*
- --------------------------
(Robert S. Salomon, Jr.) Trustee
STEPHEN B. SWENSRUD*
- --------------------------
(Stephen B. Swensrud) Trustee
*By: /s/ Donald C. Burke
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(Donald C. Burke, Attorney-in-Fact) July 17, 2003
5
EXHIBIT INDEX
Exhibit
Number Description
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8(a) -- Amended Transfer Agency, Dividend Disbursing Agency and
Shareholder Servicing Agency Agreement between the Registrant
and Financial Data Services, Inc.
13 -- Tax Opinion of Sidley Austin Brown & Wood LLP, special counsel
for Merrill Lynch Low Duration Fund and Mercury Low Duration
Fund, as to the reorganization of Mercury Low Duration Fund
into Merrill Lynch Low Duration Fund.
6