N-14/A

As filed with the Securities and Exchange Commission on March 27, 2002

Registration No. 333-82924

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

x  Pre-Effective Amendment No. 1	o  Post-Effective Amendment No.
(Check Appropriate Box or Boxes)

Merrill Lynch Investment Managers Funds, Inc.

(Exact Name of Registrant as Specified in Its Charter)

(609) 282-2800

(Area Code And Telephone Number)

800 Scudders Mill Road

Plainsboro, New Jersey 08536

(Address of Principal Executive Offices:

Number, Street, City, State, Zip Code)

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)

Copies to:

Karin Jagel Flynn, Esq.
Vedder, Price, Kaufman & Kammholz
222 North LaSalle Street
Chicago, IL 60601 Laurin Blumenthal Kleiman, Esq.
Sidley Austin Brown & Wood LLP
875 Third Avenue
New York, NY 10022 Terry K. Glenn
Fund Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, NJ 08536

      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.

      The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

P.O. Box 9011

Princeton, New Jersey 08543-9011

NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS

To Be Held On April 25, 2002

To the Stockholders of Merrill Lynch Short-Term Global Income Fund, Inc.:

      NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Meeting”) of Merrill Lynch Short-Term Global Income Fund, Inc. (“Short-Term Global”) will be held at the offices of Merrill Lynch Investment Managers, L.P., 800 Scudders Mill Road, Plainsboro, New Jersey, on April 25, 2002 at 10:00 a.m. Eastern time:

      The Meeting will be held for the following purposes:

      (1) To approve or disapprove an Agreement and Plan of Reorganization providing for a series of transactions that would result in the acquisition of assets and assumption of liabilities of Short-Term Global by Merrill Lynch Low Duration Fund (“Low Duration Fund”), a series of Merrill Lynch Investment Managers Funds, Inc. (“MLIM Fund”), and 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

      (2) To transact such other business as properly may come before the Meeting or any adjournment thereof.

      The transactions described in paragraph 1 above are described in greater detail in the accompanying Proxy Statement and Prospectus.

      The Board of Directors of Short-Term Global has fixed the close of business on February 28, 2002 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Meeting and at any adjournment(s) thereof.

      A complete list of the stockholders of Short-Term Global entitled to vote at the Meeting will be available and open to the examination of any stockholder of Short-Term Global for any purpose germane to the Meeting during ordinary business hours from and after April 11, 2002, at the offices of Short-Term Global, 800 Scudders Mill Road, Plainsboro, New Jersey.

      You are cordially invited to attend the Meeting. Stockholders who do not expect to attend the Meeting in person are requested to complete, date, and sign the enclosed form of proxy and return it promptly in the envelope provided for that purpose. 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 prompt and efficient voting options. The enclosed proxy is being solicited on behalf of the Board of Directors of Short-Term Global.

      If you have any questions regarding the enclosed proxy materials or need assistance in voting your shares, please contact our proxy solicitor, Georgeson Shareholder, at 1-866-304-6812.

By Order of the Board of Directors,

PHILLIP S. GILLESPIE

Secretary

Merrill Lynch Short-Term Global Income

Fund, Inc.

Plainsboro, New Jersey

Dated: March 27, 2002

PROXY STATEMENT OF

MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

FOR USE AT THE SPECIAL MEETING OF STOCKHOLDERS

To Be Held On April 25, 2002

PROSPECTUS OF

MERRILL LYNCH LOW DURATION FUND of

MERRILL LYNCH INVESTMENT MANAGERS FUNDS, INC.

P.O. BOX 9011, PRINCETON, NEW JERSEY 08543-9011

(609) 282-2800

This Proxy Statement and Prospectus (“Proxy Statement and Prospectus”) is furnished to you because you are a stockholder of Merrill Lynch Short-Term Global Income Fund, Inc., an open-end, management investment company (“Short-Term Global”), in connection with a stockholders’ meeting at which you will be asked:

      (1) to approve an Agreement and Plan of Reorganization (the “Agreement and Plan”) providing for a series of transactions that would result in the acquisition of assets and assumption of liabilities of Short-Term Global by Merrill Lynch Low Duration Fund (“Low Duration Fund”), a series of Merrill Lynch Investment Managers Funds, Inc., an open-end, management investment company (“MLIM Fund”), and 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

      (2) to transact such other business as properly may come before the meeting or any adjournment thereof.

      The series of transactions discussed as Proposal 1 are collectively referred to herein as the “Reorganization.” As part of the Reorganization, Short-Term Global will be dissolved and deregistered.

      Low Duration Fund is organized in a master/ feeder structure as a “feeder” fund that invests all of its assets in a corresponding portfolio of a master trust. Low Duration Fund invests in the Low Duration Master Portfolio, a series of Fund Asset Management Master Trust (“FAM Trust”).

      A Special Meeting of Stockholders of Short-Term Global will be held on April 25, 2002 for the purpose of obtaining stockholder approval of the Reorganization (the “Meeting”).

      This Proxy Statement and Prospectus sets forth the information about Low Duration Fund that a stockholder of Short-Term Global should know before considering the transactions proposed herein and should be retained for future reference. Short-Term Global has authorized the solicitation of proxies in connection with the above described Reorganization solely on the basis of this Proxy Statement and Prospectus and the accompanying documents.

(continued on next page)

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Proxy Statement and Prospectus. Any representation to the contrary is a criminal offense.

The date of this Proxy Statement and Prospectus is March 27, 2002

      The Board of Directors of Short-Term Global has fixed the close of business on February 28, 2002 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the Meeting and at any adjournment(s) thereof. Stockholders on the Record Date will be entitled to one vote for each share held, with no share having cumulative voting rights. As of the Record Date, Short-Term Global had outstanding the number of shares of each class indicated below:

	Class A		Class B		Class C		Class D
Short-Term Global		36,719		966,649		51,132		6,924,348

      With this Proxy Statement and Prospectus you will also receive the following documents:

•  Prospectus of Low Duration Fund, dated October 26, 2001 (the “Low Duration Fund Prospectus”);

•  Annual Report to Stockholders of Low Duration Fund for the fiscal year ended June 30, 2001 (the “Low Duration Fund Annual Report”); and

•  Semi-Annual Report to Stockholders of Low Duration Fund for the six months ended December 31, 2001 (the “Low Duration Fund Semi-Annual Report”).

      The Low Duration Fund Prospectus, Low Duration Fund Annual Report and Low Duration Fund Semi-Annual Report are incorporated by reference into this Proxy Statement and Prospectus, which means they are legally considered to be part of this Proxy Statement and Prospectus.

      Certain other documents containing information about Short-Term Global and Low Duration Fund have been filed with the Securities and Exchange Commission (the “Commission”) and may be obtained, without charge, by writing to Short-Term Global or Low Duration Fund at the address below, or by calling 1-800-995-6526. These documents are:

•  Statement of Additional Information of Low Duration Fund, dated October 26, 2001 (the “Low Duration Fund Statement”);

•  Prospectus of Short-Term Global, dated April 6, 2001 (the “Short-Term Global Prospectus”);

•  Statement of Additional Information of Short-Term Global, dated April 6, 2001 (the “Short-Term Global Statement”);

•  Annual Report to Stockholders of Short-Term Global for the fiscal year ended December 31, 2001; and

•  Statement of Additional Information relating to this Proxy Statement and Prospectus, dated March 27, 2002 (the “Reorganization Statement of Additional Information”).

      The Short-Term Global Prospectus and the Reorganization Statement of Additional Information also are incorporated by reference into this Proxy Statement and Prospectus. The Securities and Exchange Commission maintains a web site (http://www.sec.gov) that contains the Reorganization Statement of Additional Information, other material incorporated herein by reference, and other information regarding FAM Trust, on behalf of Low Duration Master Portfolio, MLIM Fund, on behalf of Low Duration Fund, and Short-Term Global.

      The address of the principal executive offices of Short-Term Global, FAM Trust and MLIM Fund is 800 Scudders Mill Road, Plainsboro, New Jersey 08536, and the telephone number is (609) 282-2800.

ii

TABLE OF CONTENTS

		Page
INTRODUCTION		1
SUMMARY		2
	The Reorganization	2
	Fee Tables	4
	Low Duration Fund	8
	Short-Term Global	8
	Comparison of the Funds	8
	Tax Considerations	12
RISK FACTORS AND SPECIAL CONSIDERATIONS		14
COMPARISON OF THE FUNDS		20
	Financial Highlights	20
INVESTMENT OBJECTIVE AND POLICIES		23
	Other Investment Policies and Practices	24
	Investment Restrictions	28
	Management and Advisory Arrangements	29
	Purchase of Shares	30
	Redemption of Shares	31
	Exchange of Shares	31
	Performance	32
	Code of Ethics	33
	Stockholder Rights	33
	Dividends	33
	Automatic Dividend Reinvestment Plan	33
	Tax Information	33
	Portfolio Transactions	34
	Portfolio Turnover	34
	Additional Information	34
THE REORGANIZATION		36
	General	36
	Procedure	36
	Terms of the Agreement and Plan	37
	Potential Benefits to Stockholders of each Fund as a Result of the Reorganization	38
	Tax Consequences of the Reorganization	40
	Capitalization	42
INFORMATION CONCERNING THE MEETING		43
	Date, Time and Place of Meeting	43
	Revocation and Use of Proxies	43
	Record Date and Outstanding Shares	43
	Security Ownership of Certain Beneficial Owners and Management of Short-Term Global and Low Duration Fund	43
	Voting Rights and Required Vote	43
ADDITIONAL INFORMATION		44

iii

	Page
LEGAL PROCEEDINGS	45
LEGAL COUNSEL	45
EXPERTS	45
STOCKHOLDERS’ MEETINGS	45
STOCKHOLDER PROPOSALS	46
EXHIBIT I — AGREEMENT AND PLAN OF REORGANIZATION	I-1
EXHIBIT II — SECURITY OWNERSHIP	II-1

iv

INTRODUCTION

      This Proxy Statement and Prospectus is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Short-Term Global for use at the Meeting to be held at the offices of Merrill Lynch Investment Managers, L.P. (“MLIM”), 800 Scudders Mill Road, Plainsboro, New Jersey, on April 25, 2002, at 10:00 a.m. Eastern time.

      The mailing address for Short-Term Global is P.O. Box 9011, Princeton, New Jersey 08543-9011. The approximate mailing date of this Proxy Statement and Prospectus is March 28, 2002.

      Any person giving a proxy may revoke it at any time prior to its exercise (unless the proxy states that it is irrevocable and it is coupled with an interest) by executing a superseding proxy, by giving written notice of the revocation to the Secretary of Short-Term Global at the address indicated above or by voting in person at the Meeting. All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked thereon or otherwise as provided therein. Unless instructions to the contrary are marked, properly executed proxies will be voted “FOR” approval of the Agreement and Plan.

      Assuming a quorum is present at the Meeting, consummation of the Reorganization requires, among other things, (i) the affirmative vote of the stockholders of Short-Term Global representing a majority of the outstanding shares entitled to be voted thereon, and (ii) the affirmative vote of Class B and Class C stockholders of Short-Term Global, each voting separately as a single class, representing a majority of the outstanding Class B and Class C shares entitled to be voted thereon.

      The Board of Directors of Short-Term Global knows of no business other than that described above that will be presented for consideration at the Meeting. If any other matter is properly presented, it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment.

      This Proxy Statement and Prospectus serves as a prospectus of MLIM Fund, on behalf of Low Duration Fund, under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the issuance of shares of common stock of Low Duration Fund pursuant to the terms of the Agreement and Plan.

Certain Defined Terms Used in this Proxy Statement and Prospectus

      Short-Term Global and MLIM Fund are incorporated as Maryland corporations. FAM Trust is a Delaware business trust. Shares of common stock of Short-Term Global and Low Duration Fund and beneficial interests of Low Duration Master Portfolio are referred to herein as “shares;” holders of shares are referred to herein as “stockholders;” the Board of Directors of each of Short-Term Global and MLIM Fund and the Board of Trustees of FAM Trust are each referred to herein as a “Board” and collectively as “Boards;” the Directors/ Trustees of Short-Term Global, MLIM Fund and FAM Trust are referred to herein as “Board Members;” the Agreement and Declaration of Trust of FAM Trust, and the Articles of Incorporation of each of Short-Term Global and MLIM Fund, each as amended and supplemented where applicable, are each referred to herein as a “Charter;” Fund Asset Management, L.P. (“FAM”), in its capacity as investment adviser for Low Duration Master Portfolio and as administrator for Low Duration Fund, and MLIM in its capacity as investment adviser for Short-Term Global, are collectively referred to herein as the “Investment Adviser.” Short-Term Global, Low Duration Fund and Low Duration Master Portfolio are referred to herein individually as a “Fund” and collectively as the “Funds,” as the context requires. The fund resulting from the Reorganization is sometimes referred to herein as the “Combined Fund.”

1

THE REORGANIZATION

SUMMARY

      The following is a summary of certain information contained elsewhere in this Proxy Statement and Prospectus (including documents incorporated herein by reference) and is qualified in its entirety by reference to the more complete information contained in this Proxy Statement and Prospectus and in the Agreement and Plan, a copy of which is attached hereto as Exhibit I.

The Reorganization

      The Boards of Short-Term Global, MLIM Fund and FAM Trust unanimously approved the Reorganization at meetings held on January 3, 2002 and January 16, 2002, respectively.

      If Short-Term Global stockholders approve the Reorganization, Short-Term Global will combine with Low Duration Fund. As part of the Reorganization, the Board of Short-Term Global will take action to dissolve Short-Term Global in accordance with its Charter and to deregister Short-Term Global under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

What will Stockholders of Short-Term Global Receive in the Reorganization?

      If the Agreement and Plan is approved and the Reorganization is consummated:

•  You will become a stockholder of Low Duration Fund; and

•  You will receive shares of common stock of Low Duration Fund that are the same class and that have the same aggregate net asset value as the shares of Short-Term Global that you hold immediately prior to the Reorganization.

      The Reorganization has been structured with the intention that it qualify as a tax-free reorganization for Federal income tax purposes. See “The Reorganization — Tax Consequences of the Reorganization.” You should consult with your tax advisor regarding the tax effects of the Reorganization in light of your individual circumstances.

What are the Reasons for the Reorganization?

      The Board of Short-Term Global, including all of the Board Members who are not “interested persons” of Short-Term Global as defined in the Investment Company Act, has determined that the Reorganization is in the best interests of Short-Term Global and the stockholders of Short-Term Global, and that the interests of such stockholders will not be diluted (with respect to net asset value) as a result of effecting the Reorganization. However, because the Combined Fund will have a larger asset base, a stockholder of Short-Term Global will hold a lower percentage of ownership in the Combined Fund than such stockholder holds in Short-Term Global prior to the Reorganization.

      In reaching its conclusion, the Board of Short-Term Global considered a number of factors, including the following:

•  After the Reorganization, it is expected that stockholders of Short-Term Global will remain invested in an open-end fund with a substantially larger combined asset base;

•  After the Reorganization, stockholders of Short-Term Global are likely to benefit from improved economies of scale, a reduced investment advisory fee rate and reduced operating expenses per share as stockholders of the Combined Fund;

•  After the Reorganization, it is expected that stockholders of Short-Term Global will benefit from greater flexibility in portfolio management as stockholders of the Combined Fund;

•  After the Reorganization, stockholders of Short-Term Global (a non-diversified fund) will be invested in a diversified fund; and

•  After the Reorganization, stockholders of Short-Term Global can still redeem their shares or exchange them into certain other Merrill Lynch mutual funds.

2

      See “Summary — Fee Tables” and “The Reorganization — Potential Benefits to Stockholders of each Fund as a Result of the Reorganization.”

      If all of the requisite approvals are obtained with respect to the Reorganization, it is anticipated that the Reorganization will occur as soon as practicable after such approvals, provided that the Funds have obtained an opinion of counsel concerning the Federal income tax consequences of the Reorganization as set forth in the Agreement and Plan. Under the Agreement and Plan, the Reorganization may be abandoned at any time (whether before or after approval thereof by the stockholders of Short-Term Global) prior to the Closing Date (as defined below), or the Closing Date may be postponed, (i) by mutual consent of the Boards of Short-Term Global, MLIM Fund and FAM Trust; (ii) by the Board of Short-Term Global if any condition to the obligations of Short-Term Global has not been fulfilled or waived by such Board; (iii) by the Board of MLIM Fund if any condition to the obligations of MLIM Fund, on behalf of Low Duration Fund, has not been fulfilled or waived by such Board; or (iv) by the Board of FAM Trust if any condition to the obligations of FAM Trust, on behalf of Low Duration Master Portfolio, has not been fulfilled or waived by such Board. The Boards of Short-Term Global, MLIM Fund and FAM Trust may amend the Agreement and Plan to change the terms of the Reorganization at any time prior to the approval thereof by the stockholders of Short-Term Global.

3

Fee Tables

      The fee tables below provide information about the fees and expenses attributable to shares of each class of Short-Term Global and Low Duration Fund and, assuming the Reorganization had taken place on December 31, 2001, the estimated pro forma annualized fees and expenses attributable to shares of each class of the Combined Fund. Future fees and expenses may be greater or less than those indicated below.

Fee Tables for Class A and Class B Stockholders of Low Duration Fund, Short-Term Global

and the Pro Forma Combined Fund* as of December 31, 2001 (unaudited)

Class A Shares

Class B Shares(b)

Actual

Actual

Pro Forma

Pro Forma

Low

Low

Short-Term

Duration

Combined

Short-Term

Duration

Combined

Global

Fund

Fund*

Global

Fund

Fund*

Stockholder Fees (fees paid directly from your investment)(a):

Maximum Sales Charge (Load) imposed on purchases (as a percentage of offering price)

4.00%(

c)

3.00%(

c)

3.00%(

c)

None

None

None

Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is lower)

None(

d)

None(

d)

None(

d)

4.00%(

c)

4.00%(

c)

4.00%(

c)

Maximum Sales Charge (Load) imposed on Dividend Reinvestments

None

None

None

None

None

None

Redemption Fee

None

None

None

None

None

None

Exchange Fee

None

None

None

None

None

None

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)(e):

Management Fees(f)(g)

0.55%

0.21%

0.21%

0.55%

0.21%

0.21%

Distribution and/or Service (12b-1) Fees(h)

None

None

None

0.75%

0.90%

0.90%

Other Expenses (including administration and transfer agent fees)(i)

0.83%

0.67%

0.67%

0.86%

0.67%

0.67%

Total Annual Fund Operating Expenses(f)(g)(j)

1.38%

0.88%

0.88%

2.16%

1.78%

1.78%

(See footnotes on page 5)

4

Fee Tables for Class C and Class D Stockholders of Low Duration Fund, Short-Term Global

and the Pro Forma Combined Fund* as of December 31, 2001 (unaudited)

Class C Shares

Class D Shares

Actual

Actual

Pro Forma

Pro Forma

Low

Low

Short-Term

Duration

Combined

Short-Term

Duration

Combined

Global

Fund

Fund*

Global

Fund

Fund*

Stockholder Fees (fees paid directly from your investment)(a):

Maximum Sales Charge (Load) imposed on purchases (as a percentage of offering price)

None

None

None

4.00%(

c)

3.00%(

c)

3.00%(

c)

Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is lower)

1.00%(

c)

1.00%(

c)

1.00%(

c)

None(

d)

None(

d)

None(

d)

Maximum Sales Charge (Load) imposed on Dividend Reinvestments

None

None

None

None

None

None

Redemption Fee

None

None

None

None

None

None

Exchange Fee

None

None

None

None

None

None

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)(e):

Management Fees(f)(g)

0.55%

0.21%

0.21%

0.55%

0.21%

0.21%

Distribution and/or Service (12b-1) Fees(h)

0.80%

0.90%

0.90%

0.25%

0.25%

0.25%

Other Expenses (including administration and transfer agent fees)(i)

0.90%

0.67%

0.67%

0.84%

0.67%

0.67%

Total Annual Fund Operating Expenses(f)(g)(j)

2.25%

1.78%

1.78%

1.64%

1.13%

1.13%

*	The expenses for the Pro Forma Combined Fund represent the estimated annualized expenses assuming the Reorganization had taken place (Low Duration Fund had acquired the assets and assumed the liabilities of Short-Term Global) as of December 31, 2001.
(a)	In addition, Merrill Lynch, Pierce, Fenner & Smith Incorporated may charge clients a processing fee (currently $5.35) when a client buys or sells shares.
(b)	Class B shares automatically convert to Class D shares approximately 10 years after purchase. After such conversion, such shares will no longer be subject to distribution fees.

(c)   Some investors may qualify for reductions in the sales charge (load).

(d)	A stockholder may pay a deferred sales charge if such stockholder purchases $1 million or more and redeems within one year.
(e)	The fees and expenses of Low Duration Fund include the expenses of both the Fund and the Fund’s allocated expenses from Low Duration Master Portfolio.
(f)	Short-Term Global pays MLIM a fee at an annual rate of 0.55% of its average daily net assets for the first $2 billion; 0.525% of its average daily net assets from $2 billion to $4 billion; 0.50% of its average daily net assets from $4 billion to $6 billion; 0.475% of its average daily net assets from $6 billion to $10 billion; 0.45% of its average daily net assets from $10 billion to $15 billion; 0.425% of its average daily net assets above $15 billion. Because the average daily net assets did not reach the first break point threshold, MLIM agreed to voluntarily waive a portion of its investment advisory fees and giving effect to this waiver MLIM received a fee equal to 0.50% of Short-Term Global’s average daily net assets for the fiscal year ended December 31, 2001. MLIM may discontinue or reduce this waiver of fees at any time without notice. After taking into account the voluntary fee waiver, Total Annual Fund Operating Expenses as of December 31, 2001 were 1.33%, 2.11%, 2.20% and 1.59% for Class A, Class B, Class C and Class D shares of Short-Term Global, respectively.
(g)	FAM Trust, on behalf of Low Duration Master Portfolio, has agreed to pay FAM an investment advisory fee at the annual rate of 0.21% of the average daily net assets of Low Duration Master Portfolio. This fee would also apply to the Combined Fund. MLIM Fund has entered into an agreement with FAM pursuant to which FAM will waive management fees and/or reimburse expenses through June 30, 2002, so that the expenses of Low Duration Fund do not exceed 0.58%, 1.48%, 1.48% and 0.83% for Class A, Class B, Class C and Class D shares, respectively. For the pro forma Combined Fund as of December 31, 2001, FAM would have received an advisory fee equal to 0.21% of the Combined Fund’s net assets. See note (j) below.

(h)   The Funds call the “Service Fee” an “Account Maintenance Fee.” Account Maintenance Fee is the term used in the Prospectuses of the Funds and all other Fund materials. If a stockholder holds Class B or Class C shares over time, it may cost that stockholder more in distribution (12b-1) fees than the maximum sales charge that such stockholder would have paid if he or she had bought one of the other classes.

(i)   Financial Data Services, Inc., an affiliate of FAM and MLIM, provides transfer agency services to the each of the Funds. The Funds pay a fee for these services. MLIM and FAM or their affiliates also provide certain accounting services to each of the Funds and FAM Trust and each Fund and FAM Trust reimburses MLIM, FAM or their affiliates, as applicable, for such services. In addition, Low Duration Fund has entered into an administration agreement with FAM, serving as Administrator, pursuant to which FAM receives monthly compensation at an annual rate of .25% of the average daily net assets of the Fund.

(j)   Total Annual Fund Operating Expenses do not reflect the contractual fee waiver and/or expense reimbursement agreement currently in effect for Low Duration Fund. Although Low Duration Fund currently benefits from the contractual expense cap agreed to by FAM, that agreement expires on June 30, 2002, and FAM does not intend to renew the agreement. See note (g) above.

5

Examples:

      These examples assume that an investor invests $10,000 in the relevant Fund for the time periods indicated, that the investment has a 5% return each year, that the investor pays the sales charges, if any, that apply to the particular class and that the Fund’s operating expenses remain the same. This assumption is not meant to indicate that the investor will receive a 5% annual rate of return. The annual return may be more or less than the 5% used in these examples. Although actual costs may be higher or lower, based on these assumptions, an investor’s costs would be:

EXPENSES IF YOU DID REDEEM YOUR SHARES:

	1 Year		3 Years		5 Years		10 Years
Class A
Short-Term Global	$	535	$	819	$	1,125	$	1,991
Low Duration Fund		387		572		773		1,352
Combined Fund*		387		572		773		1,352
Class B
Short-Term Global	$	619	$	876	$	1,159	$	2,493
Low Duration Fund		581		760		964		2,095
Combined Fund*		581		760		964		2,095
Class C
Short-Term Global	$	328	$	703	$	1,205	$	2,585
Low Duration Fund		281		560		964		2,095
Combined Fund*		281		560		964		2,095
Class D
Short-Term Global	$	560	$	897	$	1,256	$	2,266
Low Duration Fund		412		648		904		1,633
Combined Fund*		412		648		904		1,633

*  Assuming the Reorganization had taken place on December 31, 2001.

6

EXPENSES IF YOU DID NOT REDEEM YOUR SHARES:

	1 Year		3 Years		5 Years		10 Years
Class A
Short-Term Global	$	535	$	819	$	1,125	$	1,991
Low Duration Fund		387		572		773		1,352
Combined Fund*		387		572		773		1,352
Class B
Short-Term Global	$	219	$	676	$	1,159	$	2,493
Low Duration Fund		181		560		964		2,095
Combined Fund*		181		560		964		2,095
Class C
Short-Term Global	$	228	$	703	$	1,205	$	2,585
Low Duration Fund		181		560		964		2,095
Combined Fund*		181		560		964		2,095
Class D
Short-Term Global	$	560	$	897	$	1,256	$	2,266
Low Duration Fund		412		648		904		1,633
Combined Fund*		412		648		904		1,633

*  Assuming the Reorganization had taken place on December 31, 2001.

      The foregoing Fee Tables and Examples are intended to assist investors in understanding the costs and expenses that a stockholder of Short-Term Global or Low Duration Fund bears directly or indirectly as compared to the costs and expenses that would be borne by such investors taking into account the Reorganization. The Examples set forth above assume reinvestment of all dividends and utilize a 5% annual rate of return as mandated by Commission regulations. The Examples should not be considered a representation of past or future expenses or annual rates of return, and actual expenses or annual rates of return may be more or less than those assumed for purposes of the Examples. See “Summary,” “The Reorganization — Potential Benefits to Stockholders of each Fund as a Result of the Reorganization” and “Investment Objective and Policies — Management and Advisory Arrangements,” “— Purchase of Shares” and “— Redemption of Shares.”

7

Low Duration Fund	Low Duration Fund is a series of MLIM Fund, which was incorporated under Maryland law on July 6, 2000. Low Duration Fund is a diversified series of an open-end investment company.
	As of December 31, 2001, Low Duration Fund had net assets of approximately $96.4 million.
	Low Duration Fund is a “feeder” fund that invests all of its assets in a corresponding portfolio (the Low Duration Master Portfolio) of FAM Trust, which has the same investment objective as Low Duration Fund. All investments are made at the master trust level. This structure is sometimes called a “master/feeder” structure. The Fund’s investment results will correspond directly to the investment results of the Low Duration Master Portfolio.
Short-Term Global	Short-Term Global was incorporated under Maryland law on April 18, 1990. Short-Term Global is a non-diversified, open-end investment company.
	As of December 31, 2001, Short-Term Global had net assets of approximately $64.8 million.
Comparison of the Funds	Investment Objectives. Short-Term Global seeks a high level of current income from a global portfolio of high quality debt securities denominated in various currencies and multinational currency units and having remaining maturities not exceeding three years. Low Duration Fund’s investment objective is to maximize total return, consistent with preservation of capital. As noted above, Low Duration Fund’s investments are made at the master trust level.
	Investment Policies. The securities in which Short-Term Global may invest include government obligations and debt securities issued by supra-national entities (e.g., the “World Bank”), corporations and financial institutions. Under normal circumstances, Short-Term Global will invest at least 25% of its total assets in debt instruments issued by U.S. and foreign companies engaged in the banking industry, including bank holding companies. Short-Term Global may invest in debt securities denominated in any currency or multinational currency unit, including the euro. Short-Term Global invests primarily in securities denominated in the currencies of the United States, Japan, Canada, Western European nations, New Zealand or Australia. Normally, Short-Term Global will not invest more than 25% of its total assets in debt securities denominated in a single currency or currency unit other than the U.S. dollar. Under normal market conditions, Short-Term Global will invest in securities denominated in at least three currencies, including the U.S. dollar. To minimize the credit risk of its securities, Short-Term Global invests only in high quality securities. High quality securities are government obligations, securities issued by supranational entities and securities rated AA or better by Standard & Poor’s (“S&P”) and Fitch Ratings (“Fitch”) or Aa or better by Moody’s Investors Service, Inc. (“Moody’s”) (or A-1 or better by S&P or Prime-1 by Moody’s in the case of commercial paper) or determined by the Fund’s Board and MLIM to be of similar quality.
	Low Duration Fund invests primarily in investment grade, interest-bearing securities of varying maturities, including U.S. government securities, preferred stocks, mortgage-backed and other asset-backed securities, corporate bonds, bonds that are convertible into stocks, bank certificates of deposit, fixed time deposits and bankers acceptances, repurchase agreements, reverse repurchase agreements and dollar rolls, obligations of foreign governments or their

8

subdivisions, agencies and instrumentalities, obligations of international agencies or supra-national entities and municipal bonds. Low Duration Fund invests at least 70% of its total assets in securities rated at least A or, if short-term, the second highest quality grade, by a major rating agency. Low Duration Fund also invests up to 30% of its total assets in securities rated Baa by Moody’s or BBB by S&P and up to 10% of its total assets in securities rated below investment grade, but not below B. Under normal circumstances, at least 80% of Low Duration Fund’s net assets plus borrowings for investment purposes are invested in bonds sufficient to have the Fund’s duration be from one to three years. In addition to these principal investment strategies, Low Duration Fund may invest up to 25% of its total assets in foreign bonds that are denominated in U.S. dollars, up to 15% of its total assets in foreign bonds that are not denominated in U.S. dollars and up to 15% of its total assets in foreign bonds of issuers in emerging markets.

Both Low Duration Fund and Short-Term Global may invest in securities denominated in currencies other than the United States dollar. In addition, each Fund may engage in various portfolio strategies to hedge its portfolio against movements in the equity markets, interest rates and exchange rates between currencies.

A primary difference between the Funds is that Low Duration Fund may invest up to 30% of its assets in lower quality investment grade debt instruments and up to 10% of its assets in debt instruments rated below investment grade (although not below B) while Short-Term Global invests in higher quality investment grade debt instruments. Another primary difference between the Funds is that Short-Term Global invests at least 25% of its assets in debt instruments issued by companies in the banking industry, while Low Duration Fund does not concentrate its assets in any particular sector.

Investment Restrictions. Short-Term Global and Low Duration Fund have similar investment restrictions, with the following two primary exceptions. First, Short-Term Global is classified as non-diversified within the meaning of the Investment Company Act, which means that Short-Term Global is not limited in the proportion of its assets that it may invest in a single issuer. Low Duration Fund is classified as diversified within the meaning of the Investment Company Act, which means that Low Duration Fund is limited in the proportion of its assets that it may invest in a single issuer. Second, Short-Term Global concentrates its investments in the banking industry, while Low Duration Fund may not concentrate its investments in any industry.

Portfolio Management. MLIM serves as the investment adviser and Merrill Lynch Asset Management U.K. Limited (“MLAM U.K.”) acts as sub-adviser for Short-Term Global. FAM serves as investment adviser to FAM Trust (on behalf of Low Duration Master Portfolio) and as administrator to Low Duration Fund.

The co-portfolio managers for the Low Duration Master Portfolio are Patrick Maldari and Frank Viola. The portfolio manager for Short-Term Global is Ian Frost. Mr. Maldari and Mr. Viola have served as co-portfolio managers of Low Duration Master Portfolio since August 2001 and will act as co-portfolio managers for the Combined Fund. Mr. Frost has served as portfolio manager of Short-Term Global since January 1, 2001.

Class Structure. Both Low Duration Fund and Short-Term Global offer four classes of shares under the Merrill Lynch Select Pricing^SM System. The

9

Class A, Class B, Class C and Class D shares issued by Low Duration Fund are identical in all respects to the Class A, Class B, Class C and Class D shares issued by Short-Term Global with the exception that (i) the front-end sales charges for Class A and Class D shares of Short-Term Global are higher than the front-end sales charges for Class A and Class D shares of Low Duration Fund, (ii) the distribution fees for Class B and Class C shares of Low Duration Fund are higher than the distribution fees on Class B and Class C shares of Short-Term Global, and (iii) each class of shares for the respective Fund represents ownership interests in a different investment portfolio. See “Sales Charges; 12b-1 Fees” below and “Investment Objective and Policies — Purchase of Shares,” “— Redemption of Shares” and “— Exchange of Shares” in this Proxy Statement and Prospectus.

Investment Advisory Fees. Pursuant to an investment advisory agreement between Short-Term Global and MLIM, Short-Term Global pays MLIM a monthly fee at the following annual rates:

Net Asset Level	Fee Rate
Up to $2 billion		0.550	%
$2 billion to $4 billion		0.525
$4 billion to $6 billion		0.500
$6 billion to $10 billion		0.475
$10 billion to $15 billion		0.450
Above $15 billion		0.425

At its current net asset level, Short-Term Global pays an annual advisory fee at a rate of 0.55% of its average daily net assets.

As noted above, Low Duration Fund does not invest directly in portfolio securities and does not require investment advisory services, because all portfolio management occurs at the level of the FAM Trust; however, as a feeder fund, it is allocated a portion of FAM Trust’s expenses, including the advisory fee. Pursuant to an investment advisory agreement between FAM Trust, on behalf of Low Duration Master Portfolio, and FAM, FAM Trust pays FAM a monthly fee at the annual rate of 0.21% of Low Duration Master Portfolio’s average daily net assets. In addition, pursuant to an administration agreement between FAM and MLIM Fund, on behalf of Low Duration Fund, FAM is entitled to monthly compensation for its services as administrator at an annual rate of 0.25% of the average daily net assets of Low Duration Fund.

After the Reorganization, the Combined Fund would, like Low Duration Fund, be allocated a portion of FAM Trust’s expenses, including the advisory fee. The advisory fee paid by FAM Trust, on behalf of Low Duration Master Portfolio, after the Reorganization would be at its current 0.21% annual rate, which is lower than the advisory fee rate paid by Short-Term Global, even if it exceeded all breakpoint levels. This advisory fee rate, when added to Low Duration Fund’s administrative fee rate, is still lower than Short-Term Global’s advisory fee rate. In addition, FAM has agreed for the fiscal year ended June 30, 2002 to cap all expenses of Low Duration Fund at 0.58%, 1.48%, 1.48% and 0.83% for Class A, Class B, Class C and Class D shares, respectively. This agreement would extend to the Combined Fund, although FAM does not intend to continue it beyond June 30, 2002. See “Summary — Fee Tables” and “Investment Objective and Policies — Management and Advisory Arrangements.”

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Sales Charges; 12b-1 Fees. Class A and Class D shares of Short-Term Global and Low Duration Fund are sold subject to a front-end sales charge and Class B and Class C shares are subject to a contingent deferred sales charge. Under separate class-specific plans adopted pursuant to Rule 12b-1 under the Investment Company Act, Short-Term Global and Low Duration Fund pay fees in connection with account maintenance for each of Class B, Class C and Class D shares and in connection with distribution for each of Class B and Class C shares (“12b-1 fees”). Set forth below is a comparison of the 12b-1 fees as well as the maximum applicable sales charges for Short-Term Global and Low Duration Fund:

12b-1 Annual Fee Rates and Sales Charges

(as a percentage of average daily net assets of the applicable share class)

Maximum

Front-End or

Contingent

Account

Deferred

Maintenance Fee

Distribution Fee

Sales Charge

Short-

Low

Short-

Low

Short-

Low

Share

Term

Duration

Term

Duration

Term

Duration

Class

Global

Fund

Global

Fund

Global

Fund

Class A

None

None

None

None

4.00%

3.00%

Class B

0.25%

0.25%

0.50%

0.65%

4.00%

4.00%

Class C

0.25%

0.25%

0.55%

0.65%

1.00%

1.00%

Class D

0.25%

0.25%

None

None

4.00%

3.00%

Overall Annual Expense Ratio. The table below sets forth the total operating expense ratio of each Fund and the Combined Fund as of December 31, 2001, both including and excluding any applicable voluntary or contractual fee waivers:

Total Operating Expense Ratios*
	Class A				Class B
	Excluding Fee		Including Fee		Excluding Fee		Including Fee
Fund	Waivers		Waivers		Waivers		Waivers
Short-Term Global		1.38%		1.33%		2.16%		2.11%
Low Duration Fund**		0.88%		0.58%		1.78%		1.48%
Combined Fund***		0.88%		0.58%		1.78%		1.48%

	Class C				Class D
	Excluding Fee		Including Fee		Excluding Fee		Including Fee
Fund	Waivers		Waivers		Waivers		Waivers
Short-Term Global		2.25%		2.20%		1.64%		1.59%
Low Duration Fund**		1.78%		1.48%		1.13%		0.83%
Combined Fund***		1.78%		1.48%		1.13%		0.83%

  * It is not anticipated that MLIM will continue voluntarily waiving a portion of its investment advisory fee with respect to Short-Term Global. FAM has agreed to a contractual fee waiver or expense reimbursement for Low Duration Fund through June 30, 2002. FAM does not intend to renew this agreement.

 ** The fees and expenses of Low Duration Fund include the expenses of both the Fund and the Fund’s allocated expenses from Low Duration Master Portfolio.

*** Assumes the Reorganization had taken place on December 31, 2001.

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	Purchase of Shares. Shares of Low Duration Fund are offered continuously for sale to the public. Shares of Short-Term Global are currently not offered for sale to the public. See “Investment Objective and Policies — Purchase of Shares.”
	Redemption of Shares. The redemption procedures for shares of Low Duration Fund are the same as the redemption procedures for shares of Short-Term Global. For purposes of computing any contingent deferred sales charge (“CDSC”) that may be payable upon disposition of shares of Low Duration Fund distributed to Short-Term Global stockholders in the Reorganization, the holding period of Short-Term Global shares outstanding on the date the Reorganization takes place will be tacked onto the holding period of the shares of Low Duration Fund distributed in the Reorganization. See “Investment Objective and Policies — Redemption of Shares.”
	Exchange of Shares. The policies of Low Duration Fund with respect to the exchange privilege are identical to those of Short-Term Global. Each Fund’s shares may be exchanged for shares of the same class of other mutual funds for which MLIM or FAM serves as investment adviser. See “Investment Objective and Policies — Exchange of Shares.”
	Dividends. Low Duration Fund declares dividends from net investment income daily and distributes dividends from net investment income monthly. Short-Term Global distributes dividends from net investment income at least annually. Both Funds distribute dividends from net realized capital gains at least annually. See “Investment Objective and Policies — Dividends.”
	Net Asset Value. Low Duration Fund and Short-Term Global each determine net asset value of each class of shares once daily Monday through Friday as of the close of business on the New York Stock Exchange (the “NYSE”) on each day the NYSE is open for trading based on prices at the time of closing. The NYSE generally closes at 4:00 p.m., Eastern time. Each Fund computes net asset value per share in the same manner. See “Investment Objective and Policies — Additional Information — Net Asset Value.”
	Voting Rights. The corresponding voting rights of the stockholders of the Low Duration Fund and the stockholders of Short-Term Global are substantially similar. See “Investment Objective and Policies — Additional Information — Capital Stock.”
	Other Significant Considerations. Stockholder services available to stockholders of Low Duration Fund, such as providing the annual and semi-annual reports, are substantially the same as those available to the stockholders of Short-Term Global. See “Comparison of the Funds — Additional Information — Stockholder Services.” An automatic dividend reinvestment plan is available to stockholders of each Fund. Such plans are identical. See “Investment Objective and Policies — Automatic Dividend Reinvestment Plan” and “Investment Objective and Policies — Additional Information — Stockholder Services.”
Tax Considerations	Short-Term Global, MLIM Fund, on behalf of Low Duration Fund, and FAM Trust, on behalf of Low Duration Master Portfolio, will receive an opinion of counsel with respect to the Reorganization to the effect that, among other things, Short-Term Global, Low Duration Fund and Low Duration Master Portfolio will not recognize any gain or loss on the transaction, and no stockholder of Short-Term Global will recognize any gain or loss upon receipt

12

of shares of Low Duration Fund in the Reorganization. The Reorganization will not affect the status of Low Duration Fund as a regulated investment company. Consummation of the Reorganization is subject to the receipt of such opinion of counsel.

Delivery of such opinion requires a determination that the Combined Fund has a “significant interest” (as defined under the regulations under the Internal Revenue Code of 1986, as amended) in Low Duration Master Portfolio of FAM Trust. As of the date of this Proxy Statement and Prospectus, this requirement would be met; however, the relevant date for this determination is the Closing Date of the Reorganization. If counsel is not able to conclude that such a “significant interest” is present on the Closing Date of the Reorganization, the Reorganization will not be consummated. See “The Reorganization — Tax Consequences of the Reorganization.”

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RISK FACTORS AND SPECIAL CONSIDERATIONS

      A principal difference in risk between Low Duration Fund and Short-Term Global is that Short-Term Global is a non-diversified fund, which means that it may invest more of its assets in securities of a single issuer than if it were a diversified fund, while Low Duration Fund is a diversified fund. Another principal difference in risk between Low Duration Fund and Short-Term Global is that Short-Term Global has a policy of concentrating its investments in the banking industry, which exposes Short-Term Global to certain risks associated with that industry, while Low Duration Fund does not have a policy of concentrating its investments in any one industry. Another principal difference in risk between Low Duration Fund and Short-Term Global is that Low Duration Fund may invest up to 10% of its assets in debt instruments rated below investment grade (although not below B).

      Many of the investment risks associated with an investment in Low Duration Fund, however, are substantially similar to the principal investment risks associated with an investment in Short-Term Global. Such principal risks include bond market and selection risk, foreign market and foreign economy risk, call and redemption risk, risks associated with mortgage backed securities and asset backed securities, portfolio turnover risk, interest rate risk and credit risk. The Funds also are subject to additional risks, including the risks associated with debt securities, derivative instruments, repurchase agreements, indexed securities and inverse floating rate securities, illiquid and restricted securities, securities lending, warrants, 144A securities, when issued securities, delayed delivery securities and forward commitments. The risk factors associated with an investment in Low Duration Fund are set forth below and in the Low Duration Fund Prospectus that accompanies this Proxy Statement and Prospectus under the caption “Details About the Fund — Investment Risks.”

      Each Fund is subject to the following principal risks:

      Bond Market and Selection Risk — Bond market risk is the risk that the bond markets in the U.S. or in foreign countries in which each Fund may invest will go down in value, including the possibility that the market will go down sharply and unpredictably. Selection risk is the risk that the securities that the Investment Adviser selects will underperform the market or other funds with similar investment objectives and investment strategies.

      Credit Risk — Credit risk is the risk that the issuer will be unable to pay the interest or principal when due. The degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation. Issuers of high-yield bonds generally are more subject to credit risk than issuers of investment grade securities. Low Duration Fund’s exposure to credit risk is greater than Short-Term Global’s exposure to credit risk because Low Duration Fund may invest in lower quality investment grade debt instruments and debt instruments rated below investment grade (although not below B).

      Interest Rate Risk — Interest rate risk is the risk that prices of bonds generally increase when interest rates decline and decrease when interest rates increase. Prices of longer term securities generally change more in response to interest rate changes than prices of shorter term securities.

      Call and Redemption Risk — Investments in bonds carry the risk that the bond’s issuer will call the bond for redemption prior to the bond’s maturity. If there is an early call of a bond, the Fund may lose income and may have to invest the proceeds of the redemption in bonds with lower yields than the called bond. These risks are similar to prepayment risk.

      Mortgage Backed Securities — Each Fund may invest in mortgage backed securities. Mortgage backed securities represent the right to receive a portion of principal and/or interest payments made on a pool of residential or commercial mortgage loans. When interest rates fall, borrowers may refinance or otherwise repay principal on their mortgages earlier than scheduled. When this happens, certain types of mortgage backed securities will be paid off more quickly than originally anticipated and the Fund has to invest the proceeds in securities with lower yields. This risk is known as “prepayment risk.” When interest rates rise, certain types of mortgage backed securities will be paid off more slowly than originally anticipated and the value of these securities will fall. The risk is known as extension risk. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage backed securities.

      Asset Backed Securities — Each Fund may invest in asset backed securities. Like traditional fixed income securities, the value of asset backed securities typically increases when interest rates fall and decreases when interest rates rise. Certain asset backed securities may also be subject to the risk of prepayment. In a period of declining interest rates,

14

borrowers may pay what they owe on the underlying assets more quickly than anticipated. Prepayment reduces the yield to maturity and the average life of the asset backed securities. In addition, when the Fund reinvests the proceeds of a prepayment it may receive a lower interest rate than the rate on the security that was prepaid. In a period of rising interest rates, prepayments may occur at a slower rate than expected. As a result, the average maturity of the Fund’s portfolio will increase. The value of longer term securities generally changes more widely in response to changes in interest rates than shorter term securities.

      Foreign Market Risks — The Funds may invest in companies located in countries other than the United States. This may expose the Fund to risks associated with foreign investments.

•  The value of holdings traded outside the United States (and any hedging transactions in foreign currencies) will be affected by changes in currency exchange rates

•  The costs of non-U.S. securities transactions tend to be higher than those of U.S. transactions

•  These holdings may be adversely affected by foreign government action

•  International trade barriers or economic sanctions against certain non-U.S. countries may adversely affect these holdings

      Foreign Economy Risk — The economies of certain foreign markets often do not compare favorably with the economy of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources and balance of payments position. Certain such economies may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country or countries, changes in international trading patterns, trade barriers and other protectionist or retaliatory measures. Investments in foreign markets may also be adversely affected by governmental actions such as the imposition of capital controls, nationalization of companies or industries, expropriation of assets or the imposition of punitive taxes. In addition, the governments of certain countries may prohibit or impose substantial restrictions on foreign investing in their capital markets or in certain industries. Any of these actions could severely affect security prices, impair each Fund’s ability to purchase or sell foreign securities or transfer the Fund’s assets or income back into the United States, or otherwise adversely affect the Fund’s operations. Other foreign market risks include foreign exchange controls, difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing favorable legal judgments in foreign courts, and political and social instability. Legal remedies available to investors in certain foreign countries may be less extensive than those available to investors in the United States or other foreign countries.

      Portfolio Turnover Risk — Each Fund may dispose of securities without regard to the time that they have been held when such action, for defensive or other reasons, appears advisable to the Fund’s Investment Adviser. Neither Fund has any limit on portfolio turnover rate. A high portfolio turnover rate may result in negative tax consequences, such as an increase in capital gain dividends or in ordinary income dividends of accrued market discount. High portfolio turnover also may involve correspondingly greater transaction costs in the form of dealer spreads and brokerage commissions that are borne directly by the Funds.

      Short-Term Global is subject to the following additional principal risks:

      Concentration Risk — Short-Term Global’s policy of concentrating its investments in the banking industry will cause the Fund to have greater exposure to certain risks associated with that industry, such as the impact of bank regulation, increases in interest rates and exposure to credit losses.

      Non-diversification Risk — Short-Term Global is a non-diversified fund as defined in the Investment Company Act. Because it may invest in a smaller number of issuers, Short-Term Global is more exposed to adverse developments affecting a single issuer than a fund, like Low Duration Fund, that invests more widely.

      Low Duration Fund is subject to the following additional principal risk:

      Junk Bonds — Junk bonds are debt securities that are rated below investment grade by the major rating agencies or are unrated securities that Fund management believes are of comparable quality. The Fund does not intend to purchase debt securities that are in default or that the Fund’s Investment Adviser believes will be in default. Although junk bonds generally pay higher rates of interest than investment grade bonds, they are high risk investments that may cause income and principal losses for a Fund. Junk bonds generally are less liquid and experience more price volatility than higher rated

15

debt securities. The issuers of junk bonds may have a larger amount of outstanding debt relative to their assets than issuers of investment grade bonds. In the event of an issuer’s bankruptcy, claims of other creditors may have priority over the claims of junk bond holders, leaving few or no assets available to repay junk bond holders. Junk bonds may be subject to greater call and redemption risk than higher rated debt securities.

      Each Fund is also subject to the following additional risks, except where noted otherwise:

      Borrowing and Leverage — Each Fund may borrow for temporary emergency purposes including to meet redemptions. Borrowing may exaggerate changes in the net asset value of a Fund’s shares and in the yield on that Fund’s portfolio. Borrowing will cost that Fund interest expense and other fees. The costs of borrowing may reduce a Fund’s return. Certain securities that a Fund buys may create leverage including, for example, when issued securities, forward commitments and options.

      Governmental Supervision and Regulation/ Accounting Standards — Many foreign governments supervise and regulate stock exchanges, brokers and the sale of securities less than the U.S. government does. Some countries may not have laws to protect investors the way that the United States securities laws do. Accounting standards in other countries are not necessarily the same as in the United States. If the accounting standards in another country do not require as much disclosure or detail as U.S. accounting standards, it may be harder for the Fund’s portfolio managers to completely and accurately determine a company’s financial condition.

      Certain Risks of Holding Fund Assets Outside the United States — The Funds generally hold the foreign securities in which they invest outside the United States in foreign banks and securities depositories. These foreign banks and securities depositories may be recently organized or new to the foreign custody business. They may also have operations subject to limited or no regulatory oversight. Also, the laws of certain countries may put limits on each Fund’s ability to recover its assets if a foreign bank or depository or issuer of a security or any of their agents goes bankrupt. In addition, it can be expected that it will be more expensive for the Funds to buy, sell and hold securities in certain foreign markets than it is in the U.S. market due to higher brokerage, transaction, custody and/or other costs. The increased expense of investing in foreign markets reduces the amount the Funds can earn on their investments.

      Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement and clearance procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically involved with the settlement of U.S. investments. Communications between the United States and emerging market countries may be unreliable, increasing the risk of delayed settlements or losses of security certificates. Settlements in certain foreign countries at times have not kept pace with the number of securities transactions. These problems may make it difficult for a Fund to carry out transactions. If the Fund cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If the Fund cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Fund could be liable to that party for any losses incurred.

      Dividends or interest on, or proceeds from the sale of, foreign securities may be subject to foreign withholding taxes, and special U.S. tax considerations may apply.

      Sovereign Debt — Each Fund may invest in sovereign debt securities. These securities are issued or guaranteed by foreign government entities. Investments in sovereign debt subject the Fund to the risk that a government entity may delay or refuse to pay interest or repay principal on its sovereign debt. Some of these reasons may include cash flow problems, insufficient foreign currency reserves, political considerations, the relative size of its debt position to its economy or its failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies. If a government entity defaults, it may ask for more time in which to pay or for further loans. There is no legal process for collecting sovereign debts that a government does not pay.

      Derivatives — Each Fund may use derivative instruments including futures, options, and indexed and inverse securities. Derivatives are financial instruments whose value is derived from another security, a commodity (such as gold or oil), or an index such as the Standard & Poor’s 500 Index. Derivatives allow the Fund to increase or decrease its risk exposure more quickly and efficiently than other types of instruments. Derivatives are volatile and involve significant risks, including credit risk, currency risk, leverage risk and liquidity risk.

16

      Credit risk — the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its financial obligation to the Fund.

      Currency risk — the risk that changes in the exchange rate between currencies will adversely affect the value (in U.S. dollar terms) of an investment.

      Leverage risk — the risk associated with certain types of investments or trading strategies (such as borrowing money to increase the amount of investment) that relatively small market movements may result in large changes in the value of an investment. Certain investments or trading strategies that involve leverage can result in losses that greatly exceed the amount originally invested.

      Liquidity risk — the risk that certain securities may be difficult or impossible to sell at the time that the seller would like or at the price that the seller believes the security is currently worth.

      Use of derivatives for hedging purposes involves correlation risk. If the value of the derivative moves more or less than the value of the hedged instruments the Fund will experience a gain or loss that will not be completely offset by movements in the value of the hedged instruments.

      Indexed and Inverse Floating Rate Securities — Each Fund may invest in indexed securities. Indexed securities are those whose potential returns are directly related to changes in an underlying index or interest rate. The return on indexed securities will rise when the underlying index or interest rate rises and fall when the index or interest rate falls. Each Fund may also invest in securities whose return is inversely related to changes in an interest rate (inverse floaters). In general, income on inverse floaters will decrease when interest rates increase and increase when interest rates decrease. Investments in inverse floaters may subject the Fund to the risks of reduced or eliminated interest payments and losses of principal. In addition, certain indexed securities and inverse floaters may increase or decrease in value at a greater rate than the underlying interest rate, which effectively leverages the Fund’s investment. Indexed securities and inverse floaters are derivative securities and can be considered speculative. Indexed and inverse securities involve credit risk and certain indexed and inverse securities may involve currency risk, leverage risk and liquidity risk.

      Repurchase Agreements; Purchase and Sale Contracts; Reverse Repurchase Agreements — Each Fund may enter into certain types of repurchase agreements. Short-Term Global may also enter into certain types of purchase and sale contracts, and Low Duration Fund may also enter into reverse repurchase agreements. Under a repurchase agreement, the seller agrees to repurchase a security (typically a security issued or guaranteed by the U.S. Government) at a mutually agreed upon time and price. This insulates a Fund from changes in the market value of the security during the period, except for currency fluctuations. A purchase and sale contract is similar to a repurchase agreement, but purchase and sale contracts provide that the purchaser receives any interest on the security paid during the period. If the seller fails to repurchase the security in either situation and the market value declines, a Fund may lose money. Low Duration Fund may enter into reverse repurchase agreements, whereby the Fund sells securities concurrently with entering into an agreement to repurchase those securities at a later date at a fixed price. Reverse repurchase agreements are speculative techniques involving leverage and are considered borrowings by the Fund for purposes of the limit applicable to borrowings.

      Dollar Rolls — Low Duration Fund may use dollar rolls as part of its investment strategy. In a dollar roll, Low Duration Fund sells securities for delivery in the current month and simultaneously contracts to repurchase substantially similar securities (same type and coupon) on a specified future date from the same party. During the roll period, Low Duration Fund forgoes principal and interest paid on the securities. Low Duration Fund is compensated by the difference between the current sales price and the forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. A “covered roll” is a specific type of dollar roll for which there is an offsetting cash position or cash equivalent security position that matures on or before the forward settlement date of the dollar roll transaction.

      Low Duration Fund will mark as segregated cash, U.S. government securities, equity securities or other liquid, unencumbered assets, marked-to-market daily, equal in value to its obligations with respect to dollar rolls. Dollar rolls involve the risk that the market value of the securities retained by Low Duration Fund may decline below the price of the securities Low Duration Fund has sold but is obligated to repurchase under the agreement. If the buyer of the securities under a dollar roll files for bankruptcy or becomes insolvent, Low Duration Fund’s use of the proceeds of the agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce Low Duration

17

Fund’s obligation to repurchase the securities. Dollar rolls are speculative techniques involving leverage and are considered borrowings by Low Duration Fund for purposes of the limit applicable to borrowings.

      Real Estate Investment Trusts — Low Duration Fund may invest in securities of real estate investment trusts or REITs. Unlike corporations, REITs do not have to pay income taxes if they meet certain requirements under the Code. REITs offer investors greater liquidity and diversification than direct ownership of properties, as well as greater income potential than an investment in common stocks. Like any investment in real estate, though, a REIT’s performance depends on several factors, such as its ability to find tenants for its properties, to renew leases and to finance property purchases and renovations.

      Short Sales Against-the-Box — Low Duration Fund can borrow and sell “short” securities when it also owns an equal amount of those securities (or their equivalent). No more than 25% of Low Duration Fund’s total assets can be held as collateral for short sales at any one time.

      Corporate Loans — Low Duration Fund may invest in corporate loans. Commercial banks and other financial institutions make corporate loans to companies that need capital to grow or restructure. Borrowers generally pay interest on corporate loans at rates that change in response to changes in market interest rates such as the London Interbank Offered Rate (LIBOR) or the prime rates of U.S. banks. As a result, the value of corporate loan investments is generally less responsive to shifts in market interest rates. Because the trading market for corporate loans is less developed than the secondary market for bonds and notes, Low Duration Fund may experience difficulties in selling its corporate loans. The corporate loans in which Low Duration Fund invests can be expected to provide higher yields than bonds and notes that have investment grade ratings, but may be subject to greater risk of loss of principal and income.

      Convertible Securities — Low Duration Fund may invest in convertible securities. Convertibles are generally bonds or preferred stocks that may be converted into common stock. Convertibles typically pay current income, as either interest (bond convertibles) or dividends (preferred stocks). A convertible’s value usually reflects both the stream of current income payments and the value of the underlying common stock. The market value of a convertible performs like regular bonds; that is, if market interest rates rise, the value of the convertible usually falls. Since it is convertible into common stock, the convertible also has the same type of market and issuer risk as the underlying common stock.

      Illiquid Securities — Each Fund may invest up to 15% of its net assets in illiquid securities that it cannot easily resell within seven days at current value or that have contractual or legal restrictions on resale. If the Fund buys illiquid securities it may be unable to quickly resell them or may be able to sell them only at a price below current value.

      Restricted Securities — Each Fund may invest in restricted securities. Restricted securities have contractual or legal restrictions on their resale. They may include private placement securities that the Fund buys directly from the issuer. Private placement and other restricted securities may not be listed on an exchange and may have no active trading market.

      Restricted securities may be illiquid: A Fund may be unable to sell them on short notice or may be able to sell them only at a price below current value. A Fund may get only limited information about the issuer, so they may be less able to predict a loss. In addition, if Fund management receives material adverse nonpublic information about the issuer, the Fund will not be able to sell the security.

      Securities Lending — Each Fund may lend securities to financial institutions that provide government securities as collateral. Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, each Fund may lose money and there may be a delay in recovering the loaned securities. Each Fund could also lose money if it does not recover the securities and the value of the collateral falls. These events could trigger adverse tax consequences to each Fund.

      Rule 144A Securities — Each Fund may purchase Rule 144A securities. Rule 144A securities are restricted securities that can be resold to qualified institutional buyers but not to the general public. Rule 144A securities may have an active trading market but carry the risk that the active trading market may not continue.

      When Issued Securities, Delayed Delivery Securities and Forward Commitments — Each Fund may invest in when issued securities, delayed delivery securities and forward commitments. When issued and delayed delivery securities and forward commitments involve the risk that the security the Fund buys will lose value prior to its delivery to the Fund. There also is the risk that the security will not be issued or that the other party will not meet its obligation. If this occurs,

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the Fund both loses the investment opportunity for the assets it has set aside to pay for the security and any gain in the security’s price.

      Variable Rate Demand Obligations — Low Duration Fund may invest in variable rate demand obligations. These are floating rate securities that consist of an interest in a long-term bond and the conditional right to demand payment prior to the bond’s maturity from a bank or other financial institution. If the bank or other financial institution is unable to pay on demand, Low Duration Fund may be adversely affected. In addition, these securities are subject to credit risk.

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COMPARISON OF THE FUNDS

Financial Highlights

      Short-Term Global. The Financial Highlights table is intended to help you understand Short-Term Global’s financial performance for each of the past five fiscal years. Certain information reflects financial results for a single Short-Term Global share. The total returns in the table represent the rate an investor would have earned or lost on an investment in shares of Short-Term Global (assuming reinvestment of all dividends). The information has been audited by Deloitte & Touche LLP whose report, along with Short-Term Global’s financial statements, is included in Short-Term Global’s Annual Report which is available upon request.

      The following per share data and ratios have been derived from information provided in the financial statements:

		Class A															Class B
		For the Year Ended December 31,															For the Year Ended December 31,
Increase (Decrease) in Net
Asset Value:		2001			2000			1999			1998			1997			2001			2000			1999			1998			1997
Per Share Operating Performance:
Net asset value, beginning of year			$7.98			$7.83			$7.80			$7.76			$7.89			$7.82			$7.69			$7.72			$7.69			$7.81
Investment income — net			.27			.44			.39			.38			.42			.21			.37			.32			.31			.35
Realized and unrealized gain (loss) on investments and foreign currency transactions — net			.03			.15			.03			.04			(.13	)		.03			.13			(.03	)		.03			(.12	)
Total from investment operations			.30			.59			.42			.42			.29			.24			.50			.29			.34			.23
Less dividends:
	Investment income — net		(.28	)		(.44	)		(.39	)		(.37	)		(.39	)		(.22	)		(.37	)		(.32	)		(.30	)		(.32	)
	Return of capital — net		—			—			—			(.01	)		(.03	)		—			—			—			(.01	)		(.03	)
Total dividends			(.28	)		(.44	)		(.39	)		(.38	)		(.42	)		(.22	)		(.37	)		(.32	)		(.31	)		(.35	)
Net asset value, end of year			$8.00			$7.98			$7.83			$7.80			$7.76			$7.84			$7.82			$7.69			$7.72			$7.69
Total Investment Return:*
Based on net asset value per share			3.89	%		7.77	%		5.51	%		5.49	%		3.77	%		3.05	%		6.68	%		3.87	%		4.52	%		3.08	%
Ratios to Average Net Assets:
Expenses, net of reimbursement			1.33	%		1.18	%		1.13	%		—			—			2.11	%		1.94	%		1.91	%		—			—
Expenses			1.38	%		1.23	%		1.14	%		.84	%		.76	%		2.16	%		1.99	%		1.93	%		1.65	%		1.62	%
Investment income — net			3.52	%		5.52	%		4.78	%		4.75	%		5.39	%		3.02	%		4.82	%		4.17	%		3.99	%		4.59	%
Supplemental Data:
Net assets, end of year (in thousands)			$297			$202			$60			$7			$18			$9,534			$38,940			$83,085			$110,989			$160,096
Portfolio turnover			268.11	%		79.69	%		67.22	%		174.18	%		287.81	%		268.11	%		79.69	%		67.22	%		174.18	%		287.81	%

*  Total investment returns exclude the effects of sales charges.

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Financial Highlights (continued)

		Class C															Class D
		For the Year Ended December 31,															For the Year Ended December 31,
Increase (Decrease) in Net Asset
Value:		2001			2000			1999			1998			1997			2001			2000			1999			1998			1997
Per Share Operating Performance:
Net asset value, beginning of year			$7.72			$7.58			$7.61			$7.58			$7.67			$7.83			$7.70			$7.72			$7.70			$7.81
Investment income — net			.22			.36			.30			.29			.35			.26			.41			.37			.35			.40
Realized and unrealized gain (loss) on investments and foreign currency transactions — net			.01			.14			(.03	)		.03			(.09	)		.01			.13			(.02	)		.02			(.11	)
Total from investment operations			.23			.50			.27			.32			.26			.27			.54			.35			.37			.29
Less dividends:
	Investment income — net		(.22	)		(.36	)		(.30	)		(.28	)		(.32	)		(.26	)		(.41	)		(.37	)		(.34	)		(.37	)
	Return of capital — net		—			—			—			(.01	)		(.03	)		—			—			—			(.01	)		(.03	)
Total dividends			(.22	)		(.36	)		(.30	)		(.29	)		(.35	)		(.26	)		(.41	)		(.37	)		(.35	)		(.40	)
Net asset value, end of year			$7.73			$7.72			$7.58			$7.61			$7.58			$7.84			$7.83			$7.70			$7.72			$7.70
Total Investment Return:*
Based on net asset value per share			2.90	%		6.81	%		3.64	%		4.37	%		3.42	%		3.50	%		7.26	%		4.57	%		4.96	%		3.77	%
Ratios to Average Net Assets:
Expenses, net of reimbursement			2.20	%		1.98	%		2.08	%		—			—			1.59	%		1.43	%		1.36	%		—			—
Expenses			2.25	%		2.03	%		2.10	%		1.76	%		1.60	%		1.64	%		1.48	%		1.38	%		1.10	%		1.08	%
Investment income — net			2.33	%		4.79	%		4.01	%		3.94	%		4.46	%		3.14	%		5.32	%		4.73	%		4.54	%		5.13	%
Supplemental Data:
Net assets, end of year (in thousands)			$454			$48			$14			$17			$344			$54,545			$33,957			$7,871			$9,965			$13,225
Portfolio turnover			268.11	%		79.69	%		67.22	%		174.18	%		287.81	%		268.11	%		79.69	%		67.22	%		174.18	%		287.81	%

*  Total investment returns exclude the effects of sales charges.

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      Low Duration Fund. The Financial Highlights table is intended to help you understand Low Duration Fund’s financial performance for the periods shown. Certain information reflects financial results for a single Low Duration Fund share. The total returns in the table represent the rate an investor would have earned or lost on an investment in shares of Low Duration Fund (assuming reinvestment of all dividends). The information for the period ended June 30, 2001 has been audited by Ernst & Young LLP whose report, along with Low Duration Fund’s financial statements, is included in Low Duration Fund’s Annual Report to stockholders that accompanies this Proxy Statement and Prospectus. Low Duration Fund’s Semi-Annual Report for the six months ended December 31, 2001 containing unaudited financial statements also accompanies this Proxy Statement and Prospectus.

      The following per share data and ratios have been derived from information provided in the financial statements:

		For the Six Months Ended
		December 31, 2001 (unaudited)												For the Period October 6, 2000† to June 30, 2001
Increase (Decrease) in Net Asset Value:		Class A			Class B			Class C			Class D			Class A			Class B			Class C			Class D
Per Share Operating Performance:
Net asset value, beginning of period		$	10.21		$	10.18		$	10.18		$	10.19		$	10.00		$	10.00		$	10.00		$	10.00
Investment income — net			.26	**		.22	**		.22	**		.25	**		.40			.33			.32			.36
Realized and unrealized gain on investments from the Portfolio — net			.09			.10			.09			.10			.19			.18			.18			.19
Total from investment operations			.35			.32			.31			.35			.59			.51			.50			.55
Less Dividends and Distributions:
	Investment income — net		(.28	)		(.24	)		(.24	)		(.27	)		(.38	)		(.33	)		(.32	)		(.36	)
	Realized gain on investments — net		(.01	)		(.01	)		(.01	)		(.01	)		—			—			—			—
	Total dividends and distributions		(.29	)		(.25	)		(.25	)		(.28	)		(.38	)		(.33	)		(.32	)		(.36	)
Net asset value, end of period		$	10.27		$	10.25		$	10.24		$	10.26		$	10.21		$	10.18		$	10.18		$	10.19
Total Investment Return:***
Based on net asset value per share†††			3.45	%		3.10	%		2.99	%		3.43	%		5.95	%		5.16	%		5.10	%		5.58	%
Ratios to Average Net Assets:
Expenses, net of reimbursement††			.58	%*		1.48	%*		1.48	%*		.83	%*		.58	%*		1.48	%*		1.48	%*		.83	%*
Expenses††			.88	%*		1.78	%*		1.78	%*		1.13	%*		8.51	%*		9.41	%*		9.41	%*		8.76	%*
Investment income — net			5.19	%*		4.39	%*		4.35	%*		4.96	%*		6.00	%*		5.10	%*		5.10	%*		5.75	%*
Supplemental Data:
Net assets, end of period (in thousands)		$	11,650		$	32,248		$	46,138		$	6,358		$	1,156		$	5,016		$	4,754		$	268
Portfolio turnover of the Portfolio			44.19	%		44.19	%		44.19	%		44.19	%		192.04	%		192.04	%		192.04	%		192.04	%

†  Commencement of operations.

††  Includes the Fund’s share of the Low Duration Master Portfolio’s allocated expenses.

†††  Aggregate total investment return.

*  Annualized.

**  Based on average shares outstanding.

***  Total investment returns exclude the effects of sales charges. Low Duration Master Portfolio’s investment adviser reimbursed a portion of the Fund’s expenses. Without such reimbursement, the Fund’s performance would have been lower.

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INVESTMENT OBJECTIVE AND POLICIES

      Short-Term Global is a non-diversified fund seeking to provide stockholders with a high level of current income from a global portfolio of high quality debt securities denominated in various currencies and multinational currency units and having remaining maturities not exceeding three years. Low Duration Fund is a diversified fund seeking to maximize total return, consistent with capital preservation. Low Duration Fund invests in bonds with a portfolio duration of one to three years. Information about Low Duration Fund’s investment objective and policies can be found under the heading “Details About the Fund — How the Fund Invests” in the Low Duration Fund Prospectus that accompanies this Proxy Statement and Prospectus.

      Low Duration Fund invests primarily in investment grade, interest bearing securities of varying maturities, including U.S. government securities, preferred stocks, mortgage backed and other asset backed securities, corporate bonds, bonds that are convertible into stocks, bank certificates of deposit, fixed time deposits and bankers’ acceptances, repurchase agreements, reverse repurchase agreements and dollar rolls, obligations of foreign governments or their subdivisions, agencies and instrumentalities, obligations of international agencies or supranational entities and municipal bonds. Low Duration Fund invests at least 70% of its total assets in securities rated at least A or, if short-term, the second highest quality grade, by a major rating agency. Low Duration Fund also invests up to 30% of its total assets in securities rated Baa by Moody’s or BBB by S&P and up to 10% of its total assets in securities rated below investment grade, but not below B. Under normal circumstances, at least 80% of Low Duration Fund’s net assets plus borrowings for investment purposes are invested in bonds sufficient to have the Fund’s duration be from one to three years. In addition to these principal investment strategies, Low Duration Fund may invest up to 25% of its total assets in foreign bonds that are denominated in U.S. dollars, up to 15% of its total assets in foreign bonds that are not denominated in U.S. dollars and up to 15% of its total assets in foreign bonds of issuers in emerging markets. FAM can also invest in unrated securities and will assign them the rating of a rated security of comparable quality. After Low Duration Fund buys a security, it may be given a lower rating or stop being rated. This will not require Low Duration Fund to sell it, but FAM will consider the change in rating in deciding whether to keep the security. As noted above, all of Low Duration Fund’s investments are made at the master trust level.

      Under normal market conditions, Short-Term Global invests in debt securities with remaining maturities of three years or less denominated in at least three different currencies, including the U.S. dollar. Under adverse circumstances, however, Short-Term Global may invest solely in one market or in one currency. Short-Term Global may seek to hedge its portfolio securities against currency risks and, to a lesser extent, interest rate risks through the use of options, futures, options on futures and currency transactions. There can be no assurance that the investment objective of Short-Term Global will be realized.

      MLIM seeks to manage Short-Term Global’s portfolio in accordance with a multi-market strategy. Consistent with such a strategy, Short-Term Global may invest in debt securities denominated in any currency or multinational currency unit. In addition, MLIM intends to allocate Short-Term Global’s investments among securities denominated in the currencies of a number of foreign countries and, within each such country, among different types of debt securities. MLIM adjusts Short-Term Global’s exposure to different currencies based on its perception of the most favorable markets and issuers. In allocating Short-Term Global’s assets among multiple markets, MLIM assesses the relative yield and anticipated direction of interest rates in particular markets, general market and economic conditions and the relationship of currencies of various countries to each other. In its evaluations, MLIM utilizes its internal financial, economic and credit analysis resources as well as information obtained from other sources. Short-Term Global will not invest more than 25% of its total assets in debt securities denominated in a single currency or currency unit, except that it may invest more than 25% of its total assets in U.S. dollar-denominated securities. In addition, Short-Term Global will not invest in countries that are not considered by MLIM to have stable governments or whose currencies are not convertible into U.S. dollars. As a result of hedging techniques, Short-Term Global’s net exposure to any one currency may be different from that of its total assets denominated in such currency.

      To minimize the credit risk of its investments, Short-Term Global invests only in high quality debt securities. A security may be deemed to be high quality if it is issued or guaranteed by governmental entities or supranational entities that MLIM, acting under the general supervision of the Board of Directors, has

23

determined to be of high creditworthiness. Securities issued by corporations or financial institutions will be deemed to be high quality if they are rated AA or better by S&P or Aa or better by Moody’s, or A-1 or better by S&P or Prime-1 or better by Moody’s in the case of commercial paper, or similarly rated by another internationally recognized rating service, such as Fitch, or obligations of issuers that the Investment Adviser, acting under the general supervision of the Board of Directors, has determined to be of similar creditworthiness.

      Short-Term Global invests primarily in securities denominated in the currencies of the United States, Japan, Canada, Western European nations, New Zealand or Australia, as well as securities denominated in the euro. Further, such securities will be issued primarily by entities located in such countries and by supranational entities. Under certain adverse conditions and for the duration of such conditions, Short-Term Global may restrict the financial markets or currencies in which its assets are invested, and it may invest its assets solely in one financial market or in obligations denominated in one currency.

      Under normal circumstances, Short-Term Global invests at least 25% of its total assets in debt instruments issued by U.S. and foreign companies engaged in the banking industry, including bank holding companies. Such investments may include certificates of deposit, time deposits, bankers’ acceptances, and obligations issued by bank holding companies, as well as repurchase agreements entered into with banks. For temporary defensive purposes, however, Short-Term Global may reduce its investments in the banking industry to less than 25% of its total assets. Short-Term Global’s policy as to concentrating its investments in the banking industry is fundamental and may not be changed without the approval of a majority of Short-Term Global’s voting securities.

Other Investment Policies and Practices

      Forward Foreign Exchange Transactions. Each Fund may engage in forward foreign exchange transactions. Forward foreign exchange transactions are over-the-counter (“OTC”) contracts to purchase or sell a specified amount of a specified currency or multinational currency unit at a price and future date set at the time of the contract. Spot foreign exchange transactions are similar but require current, rather than future, settlement. Each Fund will enter into foreign exchange transactions only for purposes of hedging either a specific transaction or a position held by the Fund. The Funds may enter into a foreign exchange transaction for purposes of hedging a specific transaction by, for example, purchasing a currency needed to settle a security transaction or selling a currency in which the Fund has received or anticipates receiving a dividend or distribution. The Funds may enter into a foreign exchange transaction for purposes of hedging a position held by selling forward a currency in which a position held by the Fund is denominated or by purchasing a currency in which the Fund anticipates acquiring a position in the near future. The Funds also may hedge positions through currency swaps, which are transactions in which one currency is simultaneously bought for a second currency on a spot basis and sold for the second currency on a forward basis. Forward foreign exchange transactions involve substantial currency risk and also involve credit and liquidity risk.

      Currency Futures. Each Fund may hedge against the decline in the value of a currency against the U.S. dollar through use of currency futures or options thereon. Currency futures are similar to forward foreign exchange transactions except that futures are standardized, exchange-traded contracts. Currency futures involve substantial currency risk and also involve leverage risk.

      Currency Options. Each Fund may hedge against the decline in the value of a currency against the U.S. dollar through the use of currency options. Currency options are similar to options on securities, but in consideration for an option premium the writer of a currency option is obligated to sell (in the case of a call option) or purchase (in the case of a put option) a specified amount of a specified currency on or before the expiration date for a specified amount of another currency. The Funds may engage in transactions in options on currencies either on exchanges or OTC markets. See “Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives” below. Currency options involve substantial currency risk, and may also involve credit, leverage or liquidity risk.

      Limitations on Currency Hedging. Each Fund will not speculate in currency instruments. Accordingly, the Funds will not hedge a currency in excess of the aggregate market value of the securities that it owns

24

(including receivables for unsettled securities sales), or has committed to or anticipates purchasing, which are denominated in such currency. The Funds may, however, hedge a currency by entering into a transaction in a currency instrument denominated in a currency other than the currency being hedged (a “cross-hedge”). The Funds will enter into a cross-hedge only if the Investment Adviser believes that (i) there is a demonstrable high correlation between the currency in which the cross-hedge is denominated and the currency being hedged, and (ii) executing a cross-hedge through the currency in which the cross-hedge is denominated will be significantly more cost-effective or provide substantially greater liquidity than executing a similar hedging transaction by means of the currency being hedged.

      Risk Factors in Hedging Foreign Currency Risks. Hedging transactions involving currency instruments involve substantial risks, including correlation risk. While each Fund’s use of currency instruments to effect hedging strategies is intended to reduce the volatility of the net asset value of the Fund’s shares, the net asset value of the Fund’s shares will fluctuate. Moreover, although currency instruments will be used with the intention of hedging against adverse currency movements, transactions in currency instruments involve the risk that anticipated currency movements will not be accurately predicted and that the Fund’s hedging strategies will be ineffective. To the extent that the Fund hedges against anticipated currency movements which do not occur, the Fund may realize losses, and decreases in its total return, as the result of its hedging transactions. Furthermore, the Fund will only engage in hedging activities from time to time and may not be engaging in hedging activities when movements in currency exchange rates occur.

      It may not be possible for the Fund to hedge against currency exchange rate movements, even if correctly anticipated, in the event that (i) the currency exchange rate movement is so generally anticipated that the Fund is not able to enter into a hedging transaction at an effective price, or (ii) the currency exchange rate movement relates to a market with respect to which currency instruments are not available and it is not possible to engage in effective foreign currency hedging.

      Each Fund intends to enter into transactions involving derivatives only if there appears to be a liquid secondary market for such instruments or, in the case of illiquid instruments traded in OTC transactions, such instruments satisfy the criteria set forth below under “Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives.” However, there can be no assurance that, at any specific time, either a liquid secondary market will exist for a derivative or the Fund will otherwise be able to sell such instrument at an acceptable price. It may therefore not be possible to close a position in a derivative without incurring substantial losses, if at all.

      Certain transactions in derivatives (such as futures transactions or sales of put options) involve substantial leverage risk and may expose the Fund to potential losses, which exceed the amount originally invested by the Fund. When each Fund engages in such a transaction, the Fund will deposit in a segregated account at its custodian liquid securities with a value at least equal to the Fund’s exposure, on a mark-to-market basis, to the transaction (as calculated pursuant to requirements of the Securities and Exchange Commission). Such segregation will ensure that the Fund has assets available to satisfy its obligations with respect to the transaction, but will not limit the Fund’s exposure to loss.

      Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives. Certain derivatives traded in OTC markets, including indexed securities, swaps and OTC options, involve substantial liquidity risk. The absence of liquidity may make it difficult or impossible for each Fund to sell such instruments promptly at an acceptable price. The absence of liquidity may also make it more difficult for such Fund to ascertain a market value for such instruments. Such Fund will therefore acquire illiquid OTC instruments (i) if the agreement pursuant to which the instrument is purchased contains a formula price at which the instrument may be terminated or sold, or (ii) for which the Investment Adviser anticipates the Fund can receive on each business day at least two independent bids or offers, unless a quotation from only one dealer is available, in which case that dealer’s quotation may be used.

      Because derivatives traded in OTC markets are not guaranteed by an exchange or clearing corporation and generally do not require payment of margin, to the extent that a Fund has unrealized gains in such instruments or has deposited collateral with its counterparty, the Fund is at risk that its counterparty will become bankrupt or otherwise fail to honor its obligations. The Fund will attempt to minimize the risk that a

25

counterparty will become bankrupt or otherwise fail to honor its obligations by engaging in transactions in derivatives traded in OTC markets only with financial institutions which have substantial capital or which have provided the Fund with a third-party guaranty or other credit enhancement.

      Convertible Securities. Low Duration Fund may invest in convertible securities of domestic or foreign issuers that meet the ratings criteria set forth in the Low Duration Fund Prospectus. A convertible security is a fixed income security (a bond or preferred stock) which may be converted at a stated price within a specified period of time into a certain quantity of common stock or other equity securities of the same or a different issuer. Convertible securities rank senior to common stock in a corporation’s capital structure but are usually subordinated to similar non-convertible securities. While providing a fixed income stream (generally higher in yield than the income derivable from common stock but lower than that afforded by a similar non-convertible security), a convertible security also affords an investor the opportunity, through its conversion feature, to participate in the capital appreciation attendant upon a market price advance in the convertible security’s underlying common stock.

      In general, the market value of a convertible security is at least the higher of its “investment value” (that is, its value as a fixed-income security) or its “conversion value” (that is, its value upon conversion into its underlying stock). As a fixed income security, a convertible security tends to increase in market value when interest rates decline and tends to decrease in value when interest rates rise. However, the price of a convertible security is also influenced by the market value of the security’s underlying common stock. The price of a convertible security tends to decrease as the market value of the underlying stock declines. While no securities investment is without some risk, investments in convertible securities generally entail less risk than investments in the common stock of the same issuer.

      Temporary Investments. Each Fund reserves the right, as a temporary defensive measure, and without limitation, to hold up to 100% of its total assets in cash or cash equivalents and investment grade, short term securities including money market securities (“Temporary Investments”). Under certain adverse investment conditions, each Fund may restrict the markets in which its assets will be invested and may increase the proportion of assets invested in Temporary Investments. Investments made for defensive purposes will be maintained only during periods in which the Investment Adviser determines that economic or financial conditions are adverse for holding or being fully invested securities consistent with such Fund’s investment objective. A portion of such Fund’s portfolio normally will be held in Temporary Investments in anticipation of investment in securities consistent with such Fund’s investment objective or to provide for possible redemptions. Short term investments and temporary defensive positions may limit the potential for growth in the value of shares of the Fund.

      Illiquid or Restricted Securities. Each Fund may invest up to 15% of its net assets in securities that lack an established secondary trading market or otherwise are considered illiquid. Liquidity of a security relates to the ability to dispose easily of the security and the price to be obtained upon disposition of the security, which may be less than would be obtained for a comparable more liquid security. Illiquid securities may trade at a discount from comparable, more liquid investments. Investment of the Fund’s assets in illiquid securities may restrict the ability of the Fund to dispose of such investments in a timely fashion and for a fair price as well as its ability to take advantage of market opportunities. The risks associated with illiquidity will be particularly acute where the Fund’s operations require cash, such as when the Fund redeems shares or pays dividends, and could result in the Fund borrowing to meet short-term cash requirements or incurring capital losses on the sale of illiquid investments.

      Each Fund may invest in securities that are not registered (“restricted securities”) under the Securities Act of 1933, as amended (the “Securities Act”). Restricted securities have contractual or legal restrictions on their resale and include “private placement” securities that the Fund may buy directly from the issuer. Restricted securities may be sold in private placement transactions between issuers and their purchasers and may be neither listed on an exchange nor traded in other established markets. Privately placed securities may or may not be freely transferable under the laws of the applicable jurisdiction or due to contractual restrictions on resale. As a result of the absence of a public trading market, privately placed securities may be less liquid and more difficult to value than publicly traded securities. To the extent that privately placed securities may be

26

resold in privately negotiated transactions, the prices realized from the sales, due to illiquidity, could be less than those originally paid by the Fund or less than their fair market value. In addition, issuers whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that may be applicable if their securities were publicly traded. In addition, issuers whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that may be applicable if their securities were publicly traded. If any privately placed securities held by the Fund are required to be registered under the securities laws of one or more jurisdictions before being resold, the Fund may be required to bear the expenses of registration. Certain of the Fund’s investments in private placements may consist of direct investments and may include investments in smaller, less seasoned issuers, which may involve greater risks. These issuers may have limited product lines, markets or financial resources, or they may be dependent on a limited management group. In making investments in such securities, the Fund may obtain access to material nonpublic information which may restrict the Fund’s ability to conduct portfolio transactions in such securities.

      144A Securities. Each Fund may purchase restricted securities that can be offered and sold to “qualified institutional buyers” under Rule 144A under the Securities Act. Each Board has determined to treat as liquid Rule 144A securities that are either freely tradable in their primary markets offshore or have been determined to be liquid in accordance with the policies and procedures adopted by the Fund’s Board. Each Board has adopted guidelines and delegated to the Investment Adviser the daily function of determining and monitoring liquidity of restricted securities. The Board, however, will retain sufficient oversight and be ultimately responsible for the determinations. Since it is not possible to predict with assurance exactly how this market for restricted securities sold and offered under Rule 144A will continue to develop, the Board will carefully monitor the Fund’s investments in these securities. This investment practice could have the effect of increasing the level of illiquidity in a Fund to the extent that qualified institutional buyers become for a time uninterested in purchasing these securities.

      When Issued Securities, Delayed Delivery Securities and Forward Commitments. Each Fund may purchase or sell securities that it is entitled to receive on a when issued basis. Each Fund may also purchase or sell securities on a delayed delivery basis. Each Fund may also purchase or sell securities through a forward commitment. These transactions involve the purchase or sale of securities by the Fund at an established price with payment and delivery taking place in the future. The Fund enters into these transactions to obtain what is considered an advantageous price to the Fund at the time of entering into the transaction. Neither Fund has established any limit on the percentage of its assets that may be committed in connection with these transactions. When a Fund purchases securities in these transactions, the Fund segregates liquid securities in an amount equal to the amount of its purchase commitments.

      There can be no assurance that a security purchased on a when issued basis will be issued or that a security purchased or sold through a forward commitment will be delivered. The value of securities in these transactions on the delivery date may be more or less than the Fund’s purchase price. The Fund may bear the risk of a decline in the value of the security in these transactions and may not benefit from any appreciation in the value of the security during the commitment period.

      Repurchase Agreements and Purchase and Sale Contracts. Each Fund may invest in securities pursuant to repurchase agreements. Short-Term Global may also invest in securities pursuant to purchase and sale contracts. Repurchase agreements and purchase and sale contracts may be entered into only with financial institutions which (i) have, in the opinion of the Investment Adviser, substantial capital relative to the Fund’s exposure, or (ii) have provided the applicable Fund with a third-party guaranty or other credit enhancement. Under a repurchase agreement or a purchase and sale contract, the seller agrees, upon entering into the contract with the Fund, to repurchase the security at a mutually agreed upon time and price in a specified currency, thereby determining the yield during the term of the agreement. This results in a fixed rate of return insulated from market fluctuations during such period although it may be affected by currency fluctuations. In the case of repurchase agreements, the price at which the trades are conducted do not reflect accrued interest on the underlying obligation; whereas, in the case of purchase and sale contracts, the prices take into account accrued interest. Such agreements usually cover short periods, such as under one week. Repurchase agreements may be construed to be collateralized loans by the purchaser to the seller secured by the securities

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transferred to the purchaser. In the case of a repurchase agreement, as a purchaser, each Fund will require the seller to provide additional collateral if the market value of the securities falls below the repurchase price at any time during the term of the repurchase agreement. In the event of default by the seller under a repurchase agreement construed to be a collateralized loan, the underlying securities are not owned by the Fund but only constitute collateral for the seller’s obligation to pay the repurchase price. Therefore, the Fund may suffer time delays and incur costs or possible losses in connection with the disposition of the collateral. A purchase and sale contract differs from a repurchase agreement in that the contract arrangements stipulate that the securities are owned by the Fund. In the event of a default under such a repurchase agreement or under a purchase and sale contract, instead of the contractual fixed rate, the rate of return to the Fund shall be dependent upon intervening fluctuations of the market value of such securities and the accrued interest on the securities. In such event, the Fund would have rights against the seller for breach of contract with respect to any losses arising from market fluctuations following the failure of the seller to perform. While the substance of purchase and sale contracts is similar to repurchase agreements, because of the different treatment with respect to accrued interest and additional collateral, Fund management believes that purchase and sale contracts are not repurchase agreements as such term is understood in the banking and brokerage community. Each Fund may not invest more than 15% of its net assets in repurchase agreements or purchase and sale contracts, as applicable, maturing in more than seven days together with all other illiquid investments.

      Securities Lending. Each Fund may lend securities from its portfolio with a value not exceeding 33 1/3% of its total assets to banks, brokers and other financial institutions. In return, each Fund receives collateral in cash or securities issued or guaranteed by the U.S. Government, which will be maintained at all times in an amount equal to at least 100% of the current market value of the loaned securities. Each Fund typically receives the income on the loaned securities. Where a Fund receives securities as collateral, a Fund receives a fee for its loan from the borrower. Where a Fund receives cash collateral, it may invest such collateral and retain the amount earned, net of any amount rebated to the borrower. As a result, a Fund’s yield may increase. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions. Each Fund may pay reasonable finder’s, lending agent, administrative and custodial fees in connection with its loans. In the event that the borrower defaults on its obligation to return borrowed securities because of insolvency or for any other reason, a Fund could experience delays and costs in gaining access to the collateral. A Fund could also suffer a loss in the event of borrower default where the value of the collateral falls below the market value of the borrowed securities, or in the event of losses on investments made with the cash collateral. Short-Term Global has received an exemptive order from the Commission permitting it to lend portfolio securities to Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) or its affiliates, and to retain an affiliate of Short-Term Global as lending agent.

      Suitability. The economic benefit of an investment in each Fund depends upon many factors beyond the control of the Fund, the Investment Adviser and its affiliates. Each Fund should be considered a vehicle for diversification and not as a balanced investment program. The suitability for any particular investor of a purchase of shares in the Fund will depend on, among other things, such investor’s investment objectives and such investor’s ability to accept the risks associated with investing in securities, including the risk of loss of principal.

Investment Restrictions

      Short-Term Global and Low Duration Fund have similar, though not identical, investment restrictions. Short-Term Global is subject to a fundamental investment restriction (which cannot be changed without stockholder approval), which provides that the Fund may borrow from banks in amounts up to 33 1/3% of its total assets taken at market value and may borrow an additional 5% of its total assets for temporary purposes. Short-Term Global is also subject to a fundamental investment restriction which provides that the Fund may not invest more than 25% of its total assets in securities of issuers in any particular industry, except that, under normal circumstances, Short-Term Global will invest more than 25% of its total assets in issuers in the banking industry.

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      Low Duration Fund is subject to a fundamental investment restriction that provides that the Fund may not purchase any security, other than obligations of the U.S. government, its agencies, or instrumentalities, if as a result: (i) with respect to 75% of its total assets, more than 5% of the Fund’s total assets (determined at the time of investment) would then be invested in securities of a single issuer; or (ii) more than 25% of the Fund’s total assets (determined at the time of investment) would be invested in one or more issuers having their principal business activities in a single industry. Low Duration Fund is also subject to a fundamental investment restriction that provides that the Fund may not purchase any security if, as a result, with respect to 75% of its total assets, Low Duration Fund would then hold more than 10% of the outstanding voting securities of an issuer. Low Duration Fund is also subject to a fundamental investment restriction limiting its borrowings from banks for temporary or emergency purposes to an amount not exceeding 10% of its total assets (taken at the lower of cost or current value).

      Non-Diversified Status. Short-Term Global is classified as non-diversified within the meaning of the Investment Company Act, which means that Short-Term Global is not limited by such Act in the proportion of its assets that it may invest in securities of a single issuer. Short-Term Global’s investments will be limited, however, in order to qualify as a “regulated investment company” under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify, Short-Term Global will comply with certain requirements, including limiting its investments so that at the close of each quarter of the taxable year, (i) not more than 25% of the market value of Short-Term Global’s total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of its total assets, not more than 5% of the market value of its total assets will be invested in the securities of a single issuer, and Short-Term Global will not own more than 10% of the outstanding voting securities of a single issuer. Foreign government securities (unlike U.S. Government securities) are not exempt from the diversification requirements of the Code and the securities of each foreign government issuer are considered to be obligations of a single issuer. These tax-related limitations may be changed by the Board of Short-Term Global to the extent necessary to comply with changes to the Federal tax requirements. A fund that elects to be classified as “diversified” under the Investment Company Act, such as the Low Duration Fund, must satisfy the foregoing 5% and 10% requirements with respect to 75% of its total assets. To the extent that Short-Term Global assumes large positions in the securities of a small number of issuers, Short-Term Global’s net asset value may fluctuate to a greater extent than that of a diversified fund as a result of changes in the financial condition or in the market’s assessment of the issuers, and Short-Term Global may be more susceptible to any single economic, political or regulatory occurrence than a diversified fund.

Management and Advisory Arrangements

      Investment Advisory Services and Investment Advisory Fees. Low Duration Fund is a “feeder” fund that invests all of its assets in the Low Duration Master Portfolio, a series of FAM Trust, which has the same investment objective as Low Duration Fund. Since all investments are made at the master trust level, this structure is sometimes called a “master/ feeder” structure. The Fund’s investment results will correspond directly to the investment results of the Low Duration Master Portfolio.

      Pursuant to an investment advisory agreement between Short-Term Global and MLIM, Short-Term Global pays MLIM a monthly fee at the following annual rate:

Net Asset Level	Fee Rate
Up to $2 billion		0.550	%
$2 billion to $4 billion		0.525
$4 billion to $6 billion		0.500
$6 billion to $10 billion		0.475
$10 billion to $15 billion		0.450
Above $15 billion		0.425

      As noted above, Low Duration Fund does not invest directly in portfolio securities and does not require investment advisory services, because all portfolio management occurs at the level of the FAM Trust.

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Pursuant to an investment advisory agreement between FAM Trust, on behalf of Low Duration Master Portfolio, and FAM, FAM Trust pays FAM a monthly fee at the annual rate of 0.21% of Low Duration Master Portfolio’s average daily net assets. In addition, pursuant to an administration agreement between FAM and MLIM Fund, on behalf of Low Duration Fund, FAM is entitled to monthly compensation for administrative services at an annual rate of 0.25% of the average daily net assets of Low Duration Fund. After the Reorganization, the Combined Fund will be subject to the same advisory and administration arrangements that are currently in effect for Low Duration Fund and Low Duration Master Portfolio. In addition, for the fiscal year ending June 30, 2002, FAM has agreed to cap all expenses of Low Duration Fund at the annual rate of 0.58%, 1.48%, 1.48% and 0.83% of the average net assets of the Class A, Class B, Class C and Class D shares, respectively.

      MLIM has also entered into a sub-advisory agreement (the “Sub-Advisory Agreement”) with Merrill Lynch Asset Management U.K. Limited (“MLAM U.K.”) pursuant to which the Investment Adviser may pay MLAM U.K. a fee for providing investment advisory services to the Investment Adviser with respect to Short-Term Global in an amount to be determined from time to time by MLIM and MLAM U.K. but in no event in excess of the amount that MLIM actually receives for providing services to such Fund pursuant to the Investment Advisory Agreement. The address of MLAM U.K. is 33 King William Street, London EC4R 9AS, England.

      MLIM and FAM are affiliates. Each is a limited partnership, the partners of which are Merrill Lynch & Co., Inc. (“ML & Co.”), a financial services holding company and the parent of Merrill Lynch, and Princeton Services, Inc.

      Sales Charges; 12b-1 Fees. Class A and Class D shares of Short-Term Global and Low Duration Fund are sold subject to a front-end sales charge and Class B and Class C shares are subject to a contingent deferred sales charge. Under separate class-specific plans adopted pursuant to Rule 12b-1 under the Investment Company Act, Short-Term Global and Low Duration Fund pay fees in connection with account maintenance for each of Class B, Class C and Class D shares and in connection with distribution for each of Class B and Class C shares (“12b-1 fees”). Set forth below is a comparison of the 12b-1 fees as well as the maximum applicable sales charges for Short-Term Global and Low Duration Fund:

12b-1 Annual Fee Rates and Sales Charges

(as a percentage of average daily net assets of the applicable share class)

									Maximum
									Front-End or
									Contingent
	Account								Deferred Sales
	Maintenance Fee				Distribution Fee				Charge
	Short-		Low		Short-		Low		Short-			Low
	Term		Duration		Term		Duration		Term			Duration
Share Class	Global		Fund		Global		Fund		Global			Fund
Class A		None		None		None		None		4.00	%		3.00	%
Class B		0.25%		0.25%		0.50%		0.65%		4.00	%		4.00	%
Class C		0.25%		0.25%		0.55%		0.65%		1.00	%		1.00	%
Class D		0.25%		0.25%		None		None		4.00	%		3.00	%

Purchase of Shares

      Both Low Duration Fund and Short-Term Global offer four classes of shares under the Merrill Lynch Select Pricing^SM System. The Class A, Class B, Class C and Class D shares issued by Low Duration Fund are identical in all respects to the Class A, Class B, Class C and Class D shares issued by Short-Term Global with the exception that (i) the front-end sales charges on Class A and Class D shares of Short-Term Global are higher than the front-end sales charges for Class A and Class D shares of Low Duration Fund, (ii) the distribution fees for Class B and Class C shares of Low Duration Fund are higher than the distribution fees on Class B and Class C shares of Short-Term Global, and (iii) each class of shares for the respective Fund

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represents ownership interests in a different investment portfolio. For a complete discussion of the four classes of shares and the purchase and distribution procedures related thereto see “Your Account — Merrill Lynch Select Pricing^SM System,” “Your Account — How to Buy, Sell, Transfer and Exchange Shares” and “Your Account — Participation in Merrill Lynch Fee-Based Programs” in the Low Duration Fund Prospectus and Short-Term Global Prospectus.

Redemption of Shares

      The redemption procedures for shares of Low Duration Fund are the same as the redemption procedures for shares of Short-Term Global. For purposes of computing any contingent deferred sales charge (“CDSC”) that may be payable upon disposition of shares of Low Duration Fund distributed to Short-Term Global stockholders in the Reorganization, the holding period of Short-Term Global shares outstanding on the date the Reorganization takes place will be tacked onto the holding period of the shares of Low Duration Fund distributed in the Reorganization. See “Your Account — Merrill Lynch Select Pricing^SM System,” “Your Account — How to Buy, Sell, Transfer and Exchange Shares” and “Your Account — Participation in Merrill Lynch Fee-Based Programs” in the Low Duration Fund Prospectus and “Your Account — Merrill Lynch Select Pricing^SM System” and “Your Account — How to Buy, Sell, Transfer and Exchange Shares” in the Short-Term Global Prospectus.

Exchange of Shares

      The exchange privilege for each class of shares of Low Duration Fund is the same as the exchange privilege for each class of shares of Short-Term Global. U.S. stockholders of each class of shares of each Fund have an exchange privilege with certain other MLIM/ FAM-advised mutual funds and Summit Cash Reserves Fund (“Summit”), a series of Financial Institutional Series Trust, which is a Merrill Lynch-sponsored money market fund specifically designated for exchange by holders of Class A, Class B, Class C and Class D shares of MLIM/ FAM-advised mutual funds. Under the Merrill Lynch Select Pricing^SM System, Class A stockholders may exchange Class A shares of each Fund for Class A shares of second MLIM/ FAM-advised mutual fund if the stockholder holds any Class A shares of the second fund in his or her account in which the exchange is made at the time of the exchange or is otherwise eligible to purchase Class A shares of the second fund. If the Class A stockholders wants to exchange Class A shares for shares of a second MLIM/ FAM-advised fund, and the stockholder does not hold Class A shares of the second fund in his or her account at the time of the exchange and is not otherwise eligible to acquire Class A shares of the second fund, the stockholder will receive Class D shares of the second fund as a result of the exchange. Class D shares also may be exchanged for Class A shares of a second MLIM/ FAM-advised mutual fund at any time as long as, at the time of the exchange, the stockholder holds Class A shares of the second fund in the account in which the exchange is made or is otherwise eligible to purchase Class A shares of the second fund. Class B, Class C and Class D shares will be exchangeable with shares of the same class of other MLIM/ FAM-advised mutual funds. For purposes of computing the CDSC that may be payable upon a disposition of the shares acquired in the exchange, the holding period for the previously owned shares of each Fund is “tacked” to the holding period of the newly acquired shares of the other fund. Class A, Class B, Class C and Class D shares also will be exchangeable for shares of certain MLIM/ FAM-advised mutual funds specifically designated as available for exchange by holders of Class A, Class B, Class C or Class D shares. Shares with a net asset value of at least $100 are required to qualify for the exchange privilege, and any shares utilized in an exchange must have been held by the stockholder for at least 15 days. It is contemplated that the exchange privilege may be applicable to other new mutual funds whose shares may be distributed by the Funds’ distributor.

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Performance

      General. The following tables provide performance information for each class of shares of each Fund, including and excluding maximum applicable sales charges, for the periods indicated. Past performance does not indicate future performance. For additional information, see “Risk/Return Bar Chart” in the Low Duration Fund Prospectus which accompanies this Proxy Statement and Prospectus, and in the Short-Term Global Prospectus.

Low Duration Fund

Average Annual Total Return

	Class A Shares						Class B Shares						Class C Shares						Class D Shares
	With			Without			With			Without			With			Without			With			Without
	Sales			Sales			Sales			Sales			Sales			Sales			Sales			Sales
Period	Charge*			Charge			Charge*			Charge			Charge*			Charge			Charge*			Charge
Year Ended December 31, 2001		4.49	%		7.73	%		2.82	%		6.82	%		5.76	%		6.76	%		4.16	%		7.38	%
Inception** Through December 31, 2001		6.84	%		7.20	%		4.36	%		6.76	%		6.62	%		6.62	%		5.12	%		6.54	%
Five Years Ended December 31, 2001***		5.55	%		6.20	%		N/A			N/A			N/A			N/A			N/A			N/A

*	Assumes the maximum applicable sales charge. The maximum initial sales charge on Class A and Class D shares is 3.00%. The maximum CDSC on Class B shares is 4.00% and is reduced to 0.00% after four years. Class C shares are subject to a 1.00% CDSC for one year.
**	Class B and Class C shares of Low Duration Fund commenced operations on October 6, 2000. Class D shares of Mercury Low Duration Fund, the other feeder fund of Low Duration Master Portfolio, which is the predecessor of Low Duration Master Portfolio, commenced operations on September 24, 1999.
***	Based upon performance of Mercury Low Duration Fund. Class A shares of Mercury Low Duration Fund commenced operations on May 18, 1993.

Short-Term Global

Average Annual Total Return†

	Class A Shares						Class B Shares						Class C Shares						Class D Shares
	With			Without			With			Without			With			Without			With			Without
	Sales			Sales			Sales			Sales			Sales			Sales			Sales			Sales
Period	Charge*			Charge			Charge*			Charge			Charge*			Charge			Charge*			Charge
Year Ended December 31, 2001		(0.26	%)		3.89	%		(0.95	%)		3.05	%		1.90	%		2.90	%		(0.64	%)		3.50	%
Five Years Ended December 31, 2001		4.42	%		5.27	%		4.23	%		4.23	%		4.22	%		4.22	%		3.95	%		4.80	%
Ten Years Ended December 31, 2001		N/A			N/A			3.09	%		3.09	%		N/A			N/A			3.22	%		3.64	%
Inception** Through December 31, 2001		4.73	%		5.33	%		N/A			N/A			3.84	%		3.84	%		N/A			N/A

 †  During the period 1998 to 2001, the Fund benefited from certain foreign exchange transactions that positively affected the Fund’s performance. It is not anticipated that foreign exchange transactions will positively impact the Fund’s performance to this extent in the future.

*	Assumes the maximum applicable sales charge. The maximum initial sales charge on Class A and Class D shares is 4.00%. The maximum CDSC on Class B shares is 4.00% and is reduced to 0.00% after four years. Class C shares are subject to a 1.00% CDSC for one year.
**	Class B and Class D shares commenced operations on August 3, 1990 and Class A and Class C shares commenced operations on October 21, 1994.

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Code of Ethics

      Each Board has approved the same Code of Ethics under Rule 17j-1 of the Investment Company Act, which covers the Fund, the Investment Advisers and MLAM U.K. The Code of Ethics establishes procedures for personal investing and restricts certain transactions. Employees subject to the Code of Ethics may invest in securities for their personal investment accounts, including securities that may be purchased or held by the respective Fund.

Stockholder Rights

      Voting rights for Board Members are not cumulative. Shares of Low Duration Fund to be issued to Short-Term Global in the Reorganization and distributed to the stockholders of Short-Term Global will be fully paid and non-assessable, will have no preemptive rights and will have the conversion rights described in this Prospectus and Proxy Statement and in the Low Duration Fund Prospectus, when issued in accordance therewith. Each share of Low Duration Fund is entitled to participate equally in dividends declared with respect to Low Duration Fund and in the net assets of Low Duration Fund on liquidation or dissolution after satisfaction of outstanding liabilities. Rights attributable to Short-Term Global are identical to those described above except that (i) the front-end sales charges on Class A and Class D shares of Short-Term Global are higher than the front-end sales charges for Class A and Class D shares of Low Duration Fund, (ii) the distribution fees for Class B and Class C shares of Low Duration Fund are higher than the distribution fees on Class B and Class C shares of Short-Term Global, and (iii) each class of shares for the respective Funds represents ownership interests in a different investment portfolio.

Dividends

      It is the intention of each Fund to distribute substantially all of its net investment income, if any. Dividends from such net investment income will be declared daily and paid monthly by Low Duration Fund. Short-Term Global distributes dividends from net investment income at least annually. All net realized capital gains, if any, will be distributed to each Fund’s stockholders at least annually. From time to time, each Fund may declare a special distribution at or about the end of the calendar year in order to comply with Federal tax requirements that certain percentages of its ordinary income and capital gains be distributed during the year. If in any fiscal year, a Fund has net income from certain foreign currency transactions, such income will be distributed at least annually.

Automatic Dividend Reinvestment Plan

      Each Fund offers its stockholders an Automatic Dividend Reinvestment Plan (each, a “Plan” and collectively, the “Plans”) with the same terms. Pursuant to the Plans, dividends will be automatically reinvested, without a sales charge, in additional full and fractional shares of the relevant Fund unless a stockholder has elected to receive such dividends in cash. For further information about the Plans, see “Stockholder Services — Automatic Reinvestment of Dividends” in the Short-Term Global Statement or “Shareholder Services — Automatic Dividend Reinvestment Plan” in the Low Duration Fund Statement.

      After the Reorganization, prior stockholders of Short-Term Global who elected to receive dividends in cash will continue to receive dividends in cash from the Combined Fund; dividends paid to all other Short-Term Global stockholders will be automatically reinvested in shares of the Combined Fund. If a stockholder currently owns shares of both Short-Term Global and Low Duration Fund, however, after the Reorganization that stockholder’s election with respect to the dividends of Low Duration Fund will control unless the stockholder specifically elects a different option.

Tax Information

      The tax consequences associated with an investment in shares of Short-Term Global are identical to the tax consequences associated with an investment in shares of Low Duration Fund. See “Your Account — Dividends and Taxes” in the Low Duration Fund Prospectus.

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Portfolio Transactions

      The procedures for engaging in portfolio transactions are generally the same for Short-Term Global and Low Duration Fund. For a discussion of these procedures, see “Portfolio Transactions” in the Low Duration Fund Statement.

Portfolio Turnover

      Generally, neither Low Duration Fund nor Short-Term Global purchases securities for short term trading profits. However, either Fund may dispose of securities without regard to the time that they have been held when such action, for defensive or other reasons, appears advisable to the Fund’s Investment Adviser. Neither Fund has any limit on its portfolio turnover rate. A high portfolio turnover rate may result in negative tax consequences, such as an increase in capital gain dividends or in ordinary income dividends of accrued market discount. High portfolio turnover also may involve correspondingly greater transaction costs in the form of dealer spreads and brokerage commissions that are borne directly by the Funds. The following table illustrates the portfolio turnover rates for Low Duration Fund, Low Duration Master Portfolio and Short-Term Global for the last two fiscal years:

	Portfolio Turnover Rate for			Portfolio Turnover Rate for
Fund	Fiscal Year 2000*			Fiscal Year 2001*
Low Duration Fund		182.00	%**		192.04	%***
Short-Term Global		79.69	%		268.11	%

*	The fiscal year end for Low Duration Fund and Low Duration Master Portfolio is June 30 and the fiscal year end for Short-Term Global is December 31.
**	Based on the portfolio turnover of Mercury Low Duration Fund, the other feeder fund of Low Duration Master Portfolio, which is the predecessor of Low Duration Master Portfolio.
***	Portfolio turnover of Low Duration Master Portfolio for the period October 6, 2000 (commencement of operations of Low Duration Master Portfolio) to June 30, 2001.

Additional Information

      Net Asset Value. Short-Term Global and Low Duration Fund determine net asset value of each class of their shares once daily as of the close of business on the NYSE on each day the NYSE is open for trading based on prices at the time of closing. The NYSE generally closes at 4:00 p.m., Eastern time. Net asset value is computed by dividing the market value of the securities held by a Fund plus any cash or other assets (including interest and dividends accrued but not yet received) minus all liabilities (including accrued expenses) by the total number of shares outstanding at such time. For a discussion of these procedures, see “Determination of Net Asset Value” in the Low Duration Fund Statement.

      Stockholder Services. MLIM Fund offers a number of stockholder services and investment plans designed to facilitate investment in shares of Low Duration Fund. For a description of these services, see “Shareholder Services” in the Low Duration Fund Statement.

      Custodian. JPMorgan Chase Bank acts as custodian of Short-Term Global. The principal business address of JPMorgan Chase Bank in such capacity is 4 Chase Metro Tech Center, 18th Floor, Brooklyn, New York 11245. Brown Brothers Harriman & Co. acts as custodian of Low Duration Fund and Low Duration Master Portfolio. The principal business address of Brown Brothers Harriman & Co. is 40 Water Street, Boston, Massachusetts 02109. It is anticipated that Brown Brothers Harriman & Co. will serve as the custodian of the Combined Fund.

      Accounting Services. Each of Short-Term Global and Low Duration Fund (and FAM Trust) has entered into an agreement with State Street Bank and Trust Company (“State Street”) effective January 1, 2001, pursuant to which State Street provides certain accounting services to Short-Term Global and Low Duration Fund (and Low Duration Master Portfolio). Short-Term Global and Low Duration Fund (and Low Duration Master Portfolio) each pay a fee for these services. Prior to January 1, 2001, MLIM and FAM

34

provided accounting services to Short-Term Global and Low Duration Fund (and Low Duration Master Portfolio), respectively, and each was reimbursed by Short-Term Global and Low Duration Fund (and Low Duration Master Portfolio) at its cost in connection with such services. MLIM and FAM continue to provide certain accounting services to Short-Term Global and Low Duration Fund (and Low Duration Master Portfolio), respectively, and Short-Term Global and Low Duration Fund (and Low Duration Master Portfolio) reimburse MLIM and FAM for these services, as applicable.

      The tables below show the amounts paid by Short-Term Global and Low Duration Fund (and Low Duration Master Portfolio) to State Street and to MLIM and FAM, as applicable, for accounting services for the periods indicated.

						Low Duration Master
	Low Duration Fund					Portfolio
	Paid to State					Paid to State
Period	Street*			Paid to FAM		Street*			Paid to FAM
October 6, 2000 (commencement of operations) through June 30, 2001	$	0	**	$	778	$	91,439	**	$	73,535

*	For providing services to Low Duration Fund and Low Duration Master Portfolio.
**	Represents payments pursuant to the agreement with State Street commencing January 1, 2001.

	Short-Term Global
	Paid to State
Period	Street			Paid to MLIM
Fiscal year ended December 31, 2000		N/A		$	109,510
Fiscal year ended December 31, 2001	$	77,991	*	$	22,952

*  Represents payments pursuant to the agreement with State Street commencing January 1, 2001.

      Transfer Agent, Dividend Disbursing Agent and Stockholder Servicing Agent. Financial Data Services, Inc., 4800 Deer Lake Drive East, Jacksonville, Florida 32246-6484, an affiliate of FAM and MLIM, serves as the transfer agent, dividend disbursing agent and stockholder servicing agent with respect to each Fund (the “Transfer Agent”), at the same fee schedule, pursuant to separate agreements with each of the Funds. The following table sets forth the transfer agent fees paid by Low Duration Fund for the last fiscal year and by Short-Term Global for the last two fiscal years:

	Transfer Agent Fees*
Fund	Fiscal Year 2000**		Fiscal Year 2001**
Low Duration Fund		N/A	$	1,028
Short-Term Global	$	211,503	$	203,998

*	For a portion of the periods shown, Short-Term Global paid fees to the Transfer Agent at a rate lower than the rates currently paid. Each Fund currently pays between $16.00 and $20.00 for each Class A or Class D stockholder account and between $19.00 and $23.00 for each Class B or Class C stockholder account, depending on the level of service required.
**	The fiscal year end for Low Duration Fund is June 30 and the fiscal year end for Short-Term Global is December 31. Information for Low Duration Fund is for the period October 6, 2000 (commencement of operations) through June 30, 2001.

      Capital Stock. Low Duration Fund is authorized to issue 500,000,000 shares of common stock, par value $.01 per share, divided into four classes, each consisting of 100,000,000 shares, except that Class B common stock consists of 200,000,000 shares. Short-Term Global is authorized to issue 2,600,000,000 shares of common stock, par value $.10 per share, divided into four classes, designated Class A, Class B, Class C and Class D Common Stock. Class A consists of 1,000,000,000 shares, Class B consists of 1,000,000,000 shares, Class C consists of 300,000,000 shares and Class D consists of 300,000,000 shares. The rights, preferences and

35

types of expenses attributable to the Class A, Class B, Class C and Class D shares of each of Low Duration Fund and Short-Term Global are identical in all respects, except that (i) Short-Term Global pays higher advisory fees than Low Duration Fund (see “Management and Advisory Arrangements — Investment Advisory Services and Investment Advisory Fees”) and (ii) Class B and Class C stockholders of Low Duration Fund pay higher distribution fees than Short-Term Global stockholders of the same class (see “Management and Advisory Arrangements — Sales Charges; 12b-1 Fees”).

      Stockholder Inquiries. Stockholder inquiries with respect to Short-Term Global and Low Duration Fund may be addressed to the respective Fund by telephone at (609) 282-2800 or at the address set forth on the cover page of this Proxy Statement and Prospectus.

THE REORGANIZATION

General

      Under the Agreement and Plan (attached hereto as Exhibit I), the Reorganization will comprise the following:

      (i) FAM Trust, on behalf of Low Duration Master Portfolio, will acquire substantially all of the assets, and will assume substantially all of the liabilities, of Short-Term Global in exchange solely for an equal aggregate value of beneficial interests in Low Duration Master Portfolio, (ii) then MLIM Fund, on behalf of Low Duration Fund, will acquire substantially all of the assets and assume substantially all of the liabilities of Short-Term Global (consisting of beneficial interests in Low Duration Master Portfolio of FAM Trust) in exchange solely for an equal aggregate value of newly issued shares, with a par value of $.01 per share, of Low Duration Fund, and (iii) the shares of Low Duration Fund will be distributed to the stockholders of Short-Term Global in return for their shares of common stock, par value $.10 per share, of Short-Term Global, including shares of common stock of Short-Term Global held for dividend reinvestment in the book deposit accounts of the holders of common stock of Short-Term Global, in liquidation of Short-Term Global. Thereafter, Short-Term Global will be dissolved under Maryland law and its registration will be terminated under the Investment Company Act. The transactions described in this paragraph are collectively referred to as the “Reorganization.”

      Generally, the assets transferred by Short-Term Global to Low Duration Master Portfolio will equal all investments of Short-Term Global held in its portfolio as of the Valuation Time (as defined below) and all other assets of Short-Term Global as of such time.

      Short-Term Global will distribute shares of Low Duration Fund received by it pro rata to its stockholders in return for such stockholders’ interest in Short-Term Global. The shares of Low Duration Fund received by Short-Term Global stockholders will be of the same class and have the same aggregate net asset value as such stockholders’ interest in Short-Term Global as of the Valuation Time. See “Terms of the Agreement and Plan — Valuation of Assets and Liabilities” for information concerning the calculation of net asset value.

      Since the shares of Low Duration Fund will be issued at net asset value, and the shares of Short-Term Global will be valued at net asset value, the interests of holders of shares of Short-Term Global will not be diluted as a result of the Reorganization. Because the Combined Fund will have a larger asset base than Short-Term Global or Low Duration Fund as a result of the Reorganization, however, a stockholder of Short-Term Global or Low Duration Fund will hold a lower percentage of ownership in the Combined Fund than he or she held in Short-Term Global or Low Duration Fund immediately prior to the Reorganization.

Procedure

      On January 3, 2002, the Board of Short-Term Global, including all of the Board Members who are not “interested persons” of such Fund, as defined in the Investment Company Act, unanimously approved the Agreement and Plan and the submission of such Agreement and Plan to the stockholders of Short-Term Global for approval. The Board of MLIM Fund and the Board of FAM Trust as then constituted, all of whom were not “interested persons” of such Fund or Trust, as defined in the Investment Company Act, and each of

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which was comprised of the same Board Members, unanimously approved the Agreement and Plan on January 16, 2002.

      If the stockholders of Short-Term Global approve the Agreement and Plan at the Meeting, all required regulatory approvals are obtained and certain conditions are either met or waived, it is presently anticipated that the Reorganization will take place as soon as practicable after such approval.

      The Board of Short-Term Global recommends that the stockholders of Short-Term Global approve the Agreement and Plan.

Terms of the Agreement and Plan

      The following is a summary of the significant terms of the Agreement and Plan. This summary is qualified in its entirety by reference to the Agreement and Plan, a copy of which is attached hereto as Exhibit I.

      Valuation of Assets and Liabilities. Full shares of common stock of Low Duration Fund, and to the extent necessary, fractional shares of common stock of Low Duration Fund, of an aggregate net asset value equal to the value of the assets of Short-Term Global acquired (consisting of beneficial interests in Low Duration Master Portfolio), determined as hereinafter provided, shall be issued by Low Duration Fund, in return for such assets of Short-Term Global. The net asset value of Short-Term Global and Low Duration Fund shall be determined in accordance with the procedures described in the Short-Term Global Prospectus and Low Duration Fund Prospectus, respectively. Such valuation and determination shall be made by FAM Trust and Low Duration Fund in cooperation with Short-Term Global. MLIM Fund shall issue Class A, Class B, Class C and Class D shares of Low Duration Fund to Short-Term Global by the opening of a stockholder account (one in respect of each class) on the stock ledger records of Low Duration Fund registered in the name of Short-Term Global. Short-Term Global shall distribute shares of Low Duration Fund to its stockholders as provided in the Agreement and Plan.

      Distribution of Shares of Low Duration Fund. On the next full business day following the Valuation Time (the “Closing Date”), Short-Term Global will liquidate and distribute the shares of Low Duration Fund received by it pro rata to its stockholders in exchange for such stockholders’ proportional interests in Short-Term Global. The shares of Low Duration Fund received by the stockholders will be of the same class and have the same aggregate net asset value as such stockholders’ interest in Short-Term Global held on the Closing Date. Generally, the liquidation and distribution will be accomplished by opening new accounts on the books of Low Duration Fund in the names of the stockholders of Short-Term Global and transferring to those stockholders’ accounts the shares of Low Duration Fund representing such stockholders’ interest previously credited to the account of Short-Term Global. Stockholders holding shares of Short-Term Global in certificate form may receive certificates representing the shares of Low Duration Fund credited to their account in respect of such shares of Short-Term Global by sending the certificates to the Transfer Agent accompanied by a written request for such exchange.

      No sales charge or fee of any kind will be charged to stockholders of Short-Term Global in connection with their receipt of shares of Low Duration Fund common stock in the Reorganization.

      Expenses. The expenses of the Reorganization that are directly attributable to Short-Term Global will be deducted from the assets of Short-Term Global as of the Valuation Time. These expenses are expected to include the expenses incurred in preparing, printing and mailing the proxy materials to be utilized in connection with the meeting of stockholders of Short-Term Global to consider the Reorganization, the expenses related to the solicitation of proxies to be voted at that meeting and the printing of this Prospectus and Proxy Statement included in the registration statement on Form N-14 filed by MLIM Fund (the “N-14 Registration Statement”). The expenses of the Reorganization that are directly attributable to Low Duration Fund will be paid by FAM, including the expenses incurred in printing sufficient copies of the Low Duration Fund Prospectus, the Low Duration Fund Annual Report and the Low Duration Fund Semi-Annual Report that will accompany the mailing of this Proxy Statement and Prospectus and of the Reorganization Statement of Additional Information. Certain other expenses of the Reorganization, including expenses in connection with obtaining the opinion of counsel with respect to certain tax matters, the preparation of the Agreement

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and Plan, and legal, transfer agent and audit fees, will be borne equally by FAM (on behalf of Low Duration Fund) and Short-Term Global. The expenses of the Reorganization attributable to Short-Term Global are currently estimated to be approximately $208,200, and the expenses of the Reorganization attributable to Low Duration Fund are currently estimated to be approximately $150,700. It is not anticipated that Low Duration Master Portfolio will incur any significant expenses in the Reorganization.

      Required Approvals. Approval of the Agreement and Plan requires (i) the affirmative vote of the stockholders of Short-Term Global representing a majority of the outstanding shares entitled to be voted thereon, and (ii) the affirmative vote of Class B and Class C stockholders of Short-Term Global, each voting separately as a single class, representing a majority of the outstanding Class B and Class C shares entitled to be voted thereon. The Boards may amend the Agreement and Plan to change the terms of the Reorganization at any time prior to the approval thereof by the stockholders of Short-Term Global. The Reorganization is also conditioned upon the receipt of certain regulatory approvals as well as an opinion of counsel relating to the tax-free treatment of the transaction.

      Deregistration and Dissolution of Short-Term Global. Following the transfer of assets of Short-Term Global (consisting of beneficial interests in Low Duration Master Portfolio) to Low Duration Fund and the subsequent distribution of shares of Low Duration Fund to Short-Term Global stockholders, Short-Term Global will terminate its registration under the Investment Company Act and dissolve under Maryland law.

      Amendments and Conditions. The Agreement and Plan may be amended at any time prior to the Closing Date with respect to any of the terms therein. The obligations of Short-Term Global, Low Duration Fund and Low Duration Master Portfolio pursuant to the Agreement and Plan are subject to various conditions, including the N-14 Registration Statement being declared effective, approval of the Reorganization by stockholders of Short-Term Global as described herein, an opinion of counsel being received as to tax matters and the continuing accuracy of various representations and warranties of Short-Term Global and Low Duration Fund being confirmed by the respective parties.

      Termination, Postponement and Waivers. The Agreement and Plan may be terminated, and the Reorganization abandoned at any time, whether before or after adoption thereof by the stockholders of Short-Term Global, prior to the Closing Date, or the Closing Date may be postponed (i) by mutual consent of the Boards of Short-Term Global, MLIM Fund and FAM Trust; (ii) by the Board of Short-Term Global if any condition to the obligations of Short-Term Global has not been fulfilled or waived by such Board; (iii) by the Board of MLIM Fund if any condition to the obligations of MLIM Fund, on behalf of Low Duration Fund, has not been fulfilled or waived by such Board; or (iv) by the Board of FAM Trust if any condition to the obligations of FAM Trust, on behalf of Low Duration Master Portfolio, has not been fulfilled or waived by such Board. The Boards of Short-Term Global, MLIM Fund and FAM Trust may amend the Agreement and Plan to change the terms of the Reorganization at any time prior to the approval thereof by the stockholders of Short-Term Global.

Potential Benefits to Stockholders of each Fund as a Result of the Reorganization

      MLIM and FAM believe that the Reorganization will benefit Short-Term Global stockholders and will not adversely affect Low Duration Fund stockholders. Following the Reorganization, (i) Low Duration Fund stockholders will remain invested in a diversified, open-end fund with no changes to its current investment objectives and management arrangements, except that it will have a larger asset base, and (ii) Short-Term Global stockholders will become invested in a diversified, open-end fund with greater net assets and greater flexibility in portfolio management as well as an investment portfolio that is more widely diversified but with the same focus on investing primarily in highly rated debt securities. In addition, FAM believes that Short-Term Global stockholders are likely to experience certain benefits, including a significantly lower expense ratio and potential economies of scale. MLIM believes that current Low Duration Fund stockholders also are likely to experience certain benefits. MLIM and FAM believe that Low Duration Fund stockholders ultimately will experience somewhat lower expenses per share and economies of scale as a result of the Reorganization. Although Low Duration Fund currently benefits from the contractual expense cap agreed to by FAM, that agreement expires on June 30, 2002 and FAM does not intend to renew the agreement. In that case, Low

38

Duration Fund stockholders would experience an increased operating expense ratio assuming its net assets remained at current levels, and the impact might be reduced if the Reorganization occurs due to the economies of scale discussed above. Due to the larger net assets of the Combined Fund, Low Duration Master Portfolio also may experience greater flexibility in portfolio management.

      The table below sets forth the total operating expense ratio of each Fund and the Combined Fund as of December 31, 2001, both including and excluding any applicable voluntary or contractual fee waivers:

	Class A						Class B						Class C						Class D
	Excluding			Including			Excluding			Including			Excluding			Including			Excluding			Including
	Fee			Fee			Fee			Fee			Fee			Fee			Fee			Fee
Fund	Waivers			Waivers			Waivers			Waivers			Waivers			Waivers			Waivers			Waivers
Short-Term Global		1.38	%		1.33	%		2.16	%		2.11	%		2.25	%		2.20	%		1.64	%		1.59	%
Low Duration Fund*†		0.88	%		0.58	%		1.78	%		1.48	%		1.78	%		1.48	%		1.13	%		0.83	%
Combined Fund		0.88	%		0.58	%		1.78	%		1.48	%		1.78	%		1.48	%		1.13	%		0.83	%

*  FAM has agreed to a contractual fee waiver or expense reimbursement for Low Duration Fund through June 30, 2002. FAM does not intend to renew this agreement.

†  The fees and expenses of Low Duration Fund include the expenses of both the Fund and the Fund’s allocated expenses from Low Duration Master Portfolio.

      It is not anticipated that MLIM will continue voluntarily waiving a portion of its fee indefinitely with respect to Short-Term Global. FAM has agreed to the contractual fee waiver for Low Duration Fund through June 30, 2002, but FAM does not intend to renew this agreement. If the Reorganization had taken place on December 31, 2001, the operating expense ratios (excluding Distribution and/or Service (12b-1) Fees and including fee waivers) of the Combined Fund would be 0.75% lower than the ratio of Short-Term Global’s current operating expenses (excluding Distribution and/or Service (12b-1) Fees and including fee waivers) to its net assets. Even without giving effect to any fee waivers, the operating expense ratio of the Combined Fund would be 0.50% lower than the operating expense ratio of Short-Term Global.

      FAM believes that the lower expense ratio for shares of Short-Term Global as part of the Combined Fund is attributable to the fact that the administrative fee paid by Low Duration Fund plus the investment advisory fee paid by FAM Trust, on behalf of Low Duration Master Portfolio, will be at a lower rate than the investment advisory fee paid by Short-Term Global at its current asset level. In addition, certain fixed costs, such as printing stockholder reports and proxy statements, legal expenses, audit fees, registration fees, mailing costs and other expenses, would be spread across a substantially larger asset base, thereby potentially lowering the expense ratio borne by stockholders of Short-Term Global.

      As indicated above, the pro forma total operating expense ratio of the Combined Fund is expected to be the same as Low Duration Fund’s current operating expense ratio, and Low Duration Fund may otherwise benefit from an increase in its level of net assets, resulting in future economies of scale.

      The tables below set forth (i) the net assets of Short-Term Global as of its last three fiscal year ends, and (ii) the net assets of Low Duration Fund as of its first fiscal year end and as of December 31, 2001.

Net Assets for the Dates Indicated

Low Duration Fund		Short-Term Global
As of December 31, 2001	$96,394,270	As of December 31, 2001	$64,830,470
As of June 30, 2001	$11,193,851	As of December 31, 2000	$73,146,707
		As of December 31, 1999	$91,030,264

      The preceding table illustrates that the net assets of Short-Term Global have decreased over the past several years. MLIM anticipates that if this decrease in net assets continues, Short-Term Global might experience higher operating expense ratios, particularly if MLIM discontinues its voluntary fee waiver. MLIM and FAM anticipate that the Combined Fund might experience certain economies of scale, which might in turn result in a substantially lower overall operating expense ratio for stockholders of Short-Term Global

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(even if, as expected, FAM discontinues its fee waiver after June 30, 2002). Absent the Reorganization, Short-Term Global is likely to experience the opposite result, that is, a higher operating expense ratio due to a continuing reduction in an already relatively small asset base. Although there can be no assurance that the foregoing would in fact occur, MLIM and FAM believe that the economies of scale that may be realized as a result of the Reorganization would be beneficial to stockholders of each Fund.

      Based on the foregoing, the Board of each Fund concluded that the Reorganization presents no significant risks or costs (including legal, accounting and administrative costs) that would outweigh the benefits described above, and found the Reorganization to be in the best interests of the Fund. In approving the Reorganization, the Board of each Fund determined that the interests of existing stockholders of that Fund would not be diluted as a result of the Reorganization, since the shares of Low Duration Fund will be issued at net asset value and the shares of Short-Term Global will be valued at net asset value.

Tax Consequences of the Reorganization

      Summary. Each of MLIM Fund, on behalf of Low Duration Fund, FAM Trust, on behalf of Low Duration Master Portfolio and Short-Term Global will receive an opinion of counsel with respect to the Reorganization to the effect that, among other things, Low Duration Master Portfolio, Short-Term Global and Low Duration Fund will not recognize any gain or loss on the transaction, and no stockholder of Short-Term Global will recognize any gain or loss upon receipt of shares of Low Duration Fund in the Reorganization.

      Delivery of such opinion requires a determination that the Combined Fund has a “significant interest” (as that term is described in Section 1.368-1(d)(4) and (5) of the regulations under the Code) in Low Duration Master Portfolio of FAM Trust. As of the date of this Proxy Statement and Prospectus, this requirement would be met; however, the relevant date for this determination is the Closing Date of the Reorganization. If counsel is not able to conclude that such a “significant interest” is present on the Closing Date, the Reorganization will not be consummated.

      General. The Reorganization has been structured with the intention that it qualify for Federal income tax purposes as a tax-free reorganization under Section 368(a)(1)(C) of the Code. Short-Term Global and Low Duration Fund have elected and qualified for the special tax treatment afforded regulated investment companies (“RICs”) under the Code, and Low Duration Fund intends to continue to so qualify after the Reorganization. MLIM Fund, on behalf of Low Duration Fund, FAM Trust, on behalf of Low Duration Master Portfolio and Short-Term Global will receive an opinion of counsel to the effect that for Federal income tax purposes: (i) under Section 721 of the Code, neither Short-Term Global nor Low Duration Master Portfolio will recognize gain or loss on the transfer of Short-Term Global’s assets to Low Duration Master Portfolio (ii) 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’s assets will equal its basis in the assets transferred, (iii) under Section 723 of the Code, the tax basis of Short-Term Global’s assets in the hands of Low Duration Master Portfolio will be the same as their tax basis in the hands of Short-Term Global; (iv) 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’s assets will include its holding period for the assets transferred; (v) in accordance with Section 1223 of the Code, Low Duration Master Portfolio’s holding period for Short-Term Global’s assets received from Short-Term Global will include Short-Term Global’s holding period for such assets; (vi) the transfer of substantially all of the assets of Short-Term Global (consisting of beneficial interests in Low Duration Master Portfolio) to Low Duration Fund and the simultaneous distribution of shares of common stock of Low Duration Fund as provided in the Agreement and Plan will constitute a reorganization within the meaning of Section 368(a)(1)(C) of the Code, and Low Duration Fund and Short-Term Global will each be deemed to be a “party” to the Reorganization within the meaning of Section 368(b) of the Code; (vii) in accordance with Section 361(a) of the Code, no gain or loss will be recognized to Short-Term Global as a result of the transfer of its assets (consisting of beneficial interests in Low Duration Master Portfolio) solely in exchange for shares of common stock of Low Duration Fund or on the distribution of the shares of common stock of Low Duration Fund to stockholders of Short-Term Global under Section 361(c)(1) of the Code; (viii) under Section 1032 of the Code, no gain or loss will be recognized to Low Duration Fund on the receipt of assets of Short-Term Global

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(consisting of beneficial interests in Low Duration Master Portfolio) in exchange for its shares; (ix) in accordance with Section 354(a)(1) of the Code, no gain or loss will be recognized to the stockholders of Short-Term Global on the receipt of shares of Low Duration Fund in exchange for their shares; (x) in accordance with Section 362(b) of the Code, the tax basis of the assets of Short-Term Global (consisting of beneficial interests in Low Duration Master Portfolio) in the hands of Low Duration Fund will be the same as the tax basis of such assets in the hands of Short-Term Global immediately prior to the consummation of the Reorganization; (xi) in accordance with Section 358 of the Code, immediately after the Reorganization, the tax basis of the shares of Low Duration Fund received by the stockholders of Short-Term Global in the Reorganization (including fractional shares to which they may be entitled) will be equal to the tax basis of the shares of Short-Term Global surrendered in exchange; (xii) in accordance with Section 1223 of the Code, a stockholder’s holding period for the shares of Low Duration Fund (including fractional shares to which they may be entitled) will be determined by including the period for which such stockholder held the shares of Short-Term Global exchanged therefor, provided, that such Short-Term Global shares were held as a capital asset; (xiii) in accordance with Section 1223 of the Code, Low Duration Fund’s holding period with respect to the assets of Short-Term Global transferred (consisting of beneficial interests in Low Duration Master Portfolio) will include Short-Term Global’s holding period for such assets; and (xiv) the taxable year of Short-Term Global will end on the effective date of the Reorganization, and pursuant to Section 381(a) of the Code and regulations thereunder, Low Duration Fund will succeed to and take into account certain tax attributes of Short-Term Global, such as earnings and profits, capital loss carryovers and method of accounting.

      Under Section 381(a) of the Code, Low Duration Fund will succeed to and take into account certain tax attributes of Short-Term Global including, but not limited to, earnings and profits, any net operating loss carryovers, any capital loss carryovers and method of accounting. The Code, however, contains special limitations with regard to the use of net operating losses, capital losses and other similar items in the context of certain reorganizations, including a tax-free reorganization pursuant to Section 368(a)(1)(C) of the Code, which could reduce the benefit of these attributes to Low Duration Fund.

      Stockholders should consult their tax advisers regarding the effect of the Reorganization in light of their individual circumstances. As the foregoing relates only to Federal income tax consequences, stockholders also should consult their tax advisers as to the foreign, state and local tax consequences of the Reorganization.

      Status as a Regulated Investment Company. Short-Term Global and Low Duration Fund have elected and qualified to be taxed as RICs under Sections 851-855 of the Code, and, after the Reorganization, Low Duration Fund intends to continue to qualify as a RIC.

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Capitalization

      The following tables set forth as of December 31, 2001: (i) the capitalization of Short-Term Global, (ii) the capitalization of Low Duration Fund and (iii) the pro forma capitalization of the Combined Fund as adjusted to give effect to the Reorganization.

Capitalization of Short-Term Global and Low Duration Fund

and Pro Forma Capitalization of the Combined Fund as of December 31, 2001 (unaudited)

			Shares		Net Asset
Fund and Class	Total Net Assets		Outstanding		Value Per Share
Short-Term Global
Class A	$	296,587		37,094	$	8.00
Class B	$	9,534,544		1,216,287	$	7.84
Class C	$	453,846		58,730	$	7.73
Class D	$	54,545,493		6,954,388	$	7.84
Low Duration Fund
Class A	$	11,649,923		1,113,846	$	10.27
Class B	$	32,248,283		3,146,903	$	10.25
Class C	$	46,138,182		4,503,454	$	10.25
Class D	$	6,357,882		619,346	$	10.27
Combined Fund*
Class A	$	11,924,179		1,162,179	$	10.26
Class B	$	41,591,718		4,064,933	$	10.23
Class C	$	46,514,278		4,547,163	$	10.23
Class D	$	60,084,248		5,862,037	$	10.25

*  Total Net Assets and Net Asset Value Per Share include the aggregate value of the net assets of Low Duration Fund as of December 31, 2001 and the aggregate value of the net assets of Short-Term Global (consisting of beneficial interests in Low Duration Master Portfolio) that would have been transferred to Low Duration Fund had the Reorganization been consummated on December 31, 2001. The information assumes the distribution of undistributed realized capital gains on investments of $148,369 from Low Duration Master Portfolio attributable to Low Duration Fund, the distribution of undistributed net investment income of $753,748 attributable to Short-Term Global, and the charge for estimated Reorganization expenses of $208,200 attributable to Short-Term Global. The estimated Reorganization expenses of $150,700 attributable to Low Duration Fund will be paid for by FAM. No assurance can be given as to how many shares of Low Duration Fund the stockholders of Short-Term Global will receive on the date Low Duration Fund acquires the assets of Short-Term Global. The foregoing should not be relied upon to reflect the number of shares of Low Duration Fund that actually will be received by the stockholders of Short-Term Global on or after such date.

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INFORMATION CONCERNING THE MEETING

Date, Time and Place of Meeting

      The Meeting will be held at the offices of MLIM, 800 Scudders Mill Road, Plainsboro, New Jersey on April 25, 2002, at 10:00 a.m. Eastern time.

Revocation and Use of Proxies

      A stockholder executing and returning a proxy has the power to revoke it at any time prior to its exercise (unless the proxy states that it is irrevocable and coupled with an interest) by executing a superseding proxy or by submitting a notice of revocation to the Secretary of Short-Term Global. Although mere attendance at the Meeting will not revoke a proxy, a stockholder present at such Meeting may withdraw his or her proxy and vote in person.

      All shares represented by properly executed proxies, unless such proxies previously have been revoked, will be voted at the Meeting in accordance with the directions on the proxies; if no direction is indicated on a properly executed proxy, such shares will be voted “FOR” approval of the Agreement and Plan and the Reorganization.

      It is not anticipated that any other matters will be brought before the Meeting. If, however, any other business properly is brought before the Meeting, proxies will be voted in accordance with the judgment of the persons designated on such proxies.

Record Date and Outstanding Shares

      Only holders of record of shares of Short-Term Global as of the close of business on the Record Date are entitled to vote at the Meeting or any adjournment thereof. As of the close of business on the Record Date, the number of shares of each class issued, outstanding and entitled to vote is:

	Class A		Class B		Class C		Class D
Short-Term Global		36,719		966,649		51,132		6,924,348

Security Ownership of Certain Beneficial Owners and Management of Short-Term Global and Low Duration Fund

      At the Record Date, the Board Members and officers of Short-Term Global as a group (11 persons) owned an aggregate of less than 1% of the outstanding shares of Short-Term Global and owned an aggregate of less than 1% of the outstanding shares of common stock of ML & Co.

      As of the Record Date, the Board Members and officers of Low Duration Fund as a group (6 persons) owned an aggregate of less than 1% of the outstanding shares of Low Duration Fund and owned less than 1% of the outstanding shares of common stock of ML & Co.

      To the knowledge of Short-Term Global, as of the Record Date, except as set forth in Exhibit II to this Proxy Statement and Prospectus, no person or entity owned of record or beneficially 5% or more of any class of the outstanding shares of Short-Term Global.

      To the knowledge of Low Duration Fund, as of the Record Date, except as set forth in Exhibit II to this Proxy Statement and Prospectus, no person or entity owned of record or beneficially 5% or more of any class of the outstanding shares of Low Duration Fund.

Voting Rights and Required Vote

      For purposes of this Proxy Statement and Prospectus, each share of each class of Short-Term Global’s outstanding shares is entitled to one vote (and fractional votes for fractional shares held) as described herein. Assuming a quorum is present at the Meeting, consummation of the Reorganization requires, among other things, (i) the affirmative vote of the stockholders of Short-Term Global representing a majority of its

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outstanding shares, and (ii) the affirmative vote of Class B and Class C stockholders of Short-Term Global, each voting separately as a single class, representing a majority of the outstanding Class B and Class C shares. The Boards of Short-Term Global, MLIM Fund and FAM Trust may amend the Agreement and Plan and change the terms of the Reorganization at any time prior to the approval thereof by the Short-Term Global stockholders.

      A quorum for purposes of the Meeting consists of a majority of the shares of Short-Term Global entitled to vote at the Meeting, present in person or by proxy. If, by the time scheduled for the Meeting, the required quorum of Short-Term Global’s stockholders is not present or if a quorum is present but sufficient votes to approve 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. Any such adjournment will require the affirmative vote of a majority of the shares of Short-Term Global, present in person or by proxy and entitled to vote at the session of the Meeting to be adjourned. The persons named as proxies will vote in favor of any such adjournment if they determine that adjournment and additional solicitation are reasonable and in the interests of the stockholders of Short-Term Global.

ADDITIONAL INFORMATION

      The expenses of preparation, printing and mailing of the enclosed form of proxy, the accompanying Notice and this Proxy Statement and Prospectus will be borne by Short-Term Global. Short-Term Global will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation materials to the beneficial owners of its shares and will reimburse certain persons that may be employed for their reasonable expenses in assisting in the solicitation of proxies. See “The Reorganization — Terms of the Agreement and Plan — Expenses.”

      In order to obtain the necessary quorum at the Meeting, supplementary solicitation may be made by mail, telephone, telegraph or personal interview by the officers of Short-Term Global. Short-Term Global has retained Georgeson Shareholder to assist in the solicitation of proxies at a cost to Short-Term Global of approximately $5,000 plus out-of-pocket expenses, which are estimated to be approximately $12,500.

      Broker-dealer firms, including Merrill Lynch, holding shares of Short-Term Global in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares before the Meeting. Broker-dealer firms, including Merrill Lynch, will not be permitted to vote without instructions with respect to the approval of the Agreement and Plan. Properly executed proxies that are returned but that are marked “abstain” or with respect to which a broker-dealer has received no instructions and therefore has declined to vote on the proposal (“broker non-votes”) will be counted as present for the purposes of determining a quorum. However, such abstentions and broker non-votes will have the same effect as a vote against approval of the Agreement and Plan.

      The Board of Short-Term Global knows of no other matters to be presented at the Meeting. However, if other matters are presented for a vote at the Meeting or any adjournment thereof, the persons named as proxies will vote the shares represented by properly executed proxies in accordance with their best judgment on these matters.

      This Proxy Statement and Prospectus does not contain all of the information set forth in the registration statements and the exhibits relating thereto, which Short-Term Global and MLIM Fund have filed with the Commission under the Securities Act and the Investment Company Act, to which reference is hereby made.

      Short-Term Global and MLIM Fund, on behalf of Low Duration Fund, file reports and other information with the Commission. Reports, proxy statements, registration statements and other information filed by Short-Term Global and MLIM Fund, on behalf of Low Duration Fund, can be inspected and copied at the public reference facilities of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such materials can be obtained from the public reference section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a Web site at http://www.sec.gov containing reports, proxy and information statements and other information regarding registrants, including Short-Term Global and MLIM Fund, that file electronically with the Commission.

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LEGAL PROCEEDINGS

      There are no material legal proceedings to which any of Short-Term Global, Low Duration Fund or Low Duration Master Portfolio is a party.

LEGAL COUNSEL

      Certain legal matters in connection with the Reorganization will be passed upon for Short-Term Global by Sidley Austin Brown & Wood LLP, 875 Third Avenue, New York, New York 10022 and will be reviewed for Low Duration Fund by Vedder, Price, Kaufman & Kammholz, 222 North LaSalle Street, Chicago, Illinois 60601.

EXPERTS

      The financial highlights of Short-Term Global included in this Proxy Statement and Prospectus have been so included in reliance on the reports of Deloitte & Touche LLP, independent auditors, given on their authority as experts in auditing and accounting. The principal business address of Deloitte & Touche LLP is Two World Financial Center, New York, New York 10281-1008. The financial highlights of Low Duration Fund for the period from October 6, 2000 (commencement of operations) to June 30, 2001 included in this Proxy Statement and Prospectus have been so included in reliance on the report of Ernst & Young LLP, independent auditors, given on their authority as experts in auditing and accounting. The principal business address of Ernst & Young LLP is 99 Wood Avenue South, Iselin, New Jersey 08540. Ernst & Young LLP will serve as the independent auditors for the Combined Fund after the Reorganization.

STOCKHOLDERS’ MEETINGS

      Stockholders of Short-Term Global are entitled to one vote for each share held and fractional votes for fractional shares held and will vote on any matter submitted to a stockholder vote. As Maryland corporations, MLIM Fund and Short-Term Global do not intend to hold meetings of stockholders in any year in which the Investment Company Act does not require stockholders to act upon any of the following matters: (i) election of Board Members; (ii) approval of a management agreement; or (iii) approval of distribution arrangements. The Charter of MLIM Fund does not require MLIM Fund to hold an annual meeting of stockholders. The Charter of Short-Term Global does not require Short-Term Global to hold an annual meeting of stockholders. MLIM Fund and Short-Term Global will be required, however, to call special meetings of stockholders of MLIM Fund and Short-Term Global, respectively, in accordance with the requirements of the Investment Company Act to seek approval of new management and advisory arrangements or of a change in the fundamental policies, objectives or restrictions of either Fund. MLIM Fund and Short-Term Global also would be required to hold a stockholders’ meeting to elect new Board Members at such time as less than a majority of the Board Members holding office have been elected by stockholders. Indeed, MLIM Fund is holding a stockholders’ meeting on April 26, 2002 for the purpose of electing a new Board. In addition, MLIM Fund and Short-Term Global may hold stockholders’ meetings for approval of certain other matters as required by the Charter of MLIM Fund or Short-Term Global. The by-laws of MLIM Fund provide that a stockholders’ meeting may be called with respect to MLIM Fund at any time by a majority of the Board Members, the President, or on the written request of the holders of at least a majority of the outstanding shares of MLIM Fund entitled to vote at such meeting. The By-Laws of Short-Term Global provides that a stockholders’ meeting may be called with respect to Short-Term Global at any time by a majority of the Board Members, the President, or on the written request of the holders of the outstanding capital stock of Short-Term Global entitled to vote at such meeting.

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STOCKHOLDER PROPOSALS

      A stockholder proposal intended to be presented at any subsequent meetings of stockholders of Short-Term Global must be received by Short-Term Global a reasonable time before the solicitation relating to such meeting is to be made by the Board of Short-Term Global in order to be considered in Short-Term Global’s proxy statement and form of proxy relating to the meeting. Any stockholder of Short-Term Global who desires to bring a proposal at any subsequent meeting of the stockholders of Short-Term Global without including such proposal in Short-Term Global’s proxy statement relating to the meeting must deliver notice of such proposal to Short-Term Global within a reasonable time before Short-Term Global begins to print and mail the proxy solicitation materials to be used in connection with such meeting. If the Reorganization is approved, it is unlikely that there will be any future meetings of Short-Term Global stockholders.

By Order of the Board of Directors,

PHILLIP S. GILLESPIE

Secretary

Merrill Lynch Short-Term Global Income Fund, Inc.

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EXHIBIT I

AGREEMENT AND PLAN OF REORGANIZATION

      THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made as of the 26th day of March, 2002, by and among Merrill Lynch Short-Term Global Income Fund, Inc., a Maryland corporation (“Short-Term Global”), Merrill Lynch Investment Managers Funds, Inc., a Maryland corporation (“MLIM Fund”), on behalf of Merrill Lynch Low Duration Fund, a series of MLIM Fund (“Low Duration Fund”), and Fund Asset Management Master Trust, a Delaware business trust (“FAM Trust”), on behalf of Low Duration Master Portfolio, a series of FAM Trust (“Low Duration Master Portfolio”, and together with Short-Term Global, MLIM Fund, Low Duration Fund and FAM Trust, the “Funds”).

PLAN OF REORGANIZATION

      The reorganization will comprise (i) the acquisition by FAM Trust, on behalf of Low Duration Master Portfolio, of substantially all of the assets, and the assumption by FAM Trust, on behalf of Low Duration Master Portfolio, of substantially all of the liabilities, of Short-Term Global in exchange solely for an equal aggregate value of beneficial interests in Low Duration Master Portfolio, (ii) the subsequent acquisition by MLIM Fund, on behalf of Low Duration Fund, of substantially all of the assets of Short-Term Global and assumption of substantially all of the liabilities of Short-Term Global (consisting of beneficial interests in Low Duration Master Portfolio) in exchange solely for an equal aggregate value of newly issued shares, with a par value of $.01 per share, of Low Duration Fund and (iii) the subsequent distribution of Corresponding Shares (defined below) of Low Duration Fund to the stockholders of Short-Term Global in return for their shares of common stock, par value $.10 per share, of Short-Term Global, including shares of common stock of Short-Term Global held for dividend reinvestment in the book deposit accounts of the holders of common stock of Short-Term Global, in liquidation of Short-Term Global, all upon and subject to the terms hereinafter set forth. Thereafter, Short-Term Global shall be dissolved in accordance with the laws of the State of Maryland and will terminate its registration under the Investment Company Act of 1940, as amended (the “1940 Act”). The transactions described in this paragraph are collectively referred to as the “Reorganization.”

      In the course of the Reorganization, shares of Low Duration Fund will be distributed to Short-Term Global stockholders as follows: each holder of Short-Term Global shares will be entitled to receive the same class of shares of Low Duration Fund (i.e., Class A, Class B, Class C or Class D) (the “Corresponding Shares”) as they held in Short-Term Global immediately prior to the Reorganization. Except as indicated in the N-14 Registration Statement (as defined below), the same distribution fees, account maintenance fees and sales charges (including contingent deferred sales charges), if any, shall apply to the Corresponding Shares as applied to shares of Low Duration Fund immediately prior to the Reorganization. The aggregate net asset value of the Corresponding Shares of Low Duration Fund to be received by each stockholder of Short-Term Global will equal the aggregate net asset value of the Short-Term Global shares owned by such stockholder on the Closing Date (defined in Section 8(a) herein). In consideration therefor, on the Closing Date, Low Duration Fund shall acquire substantially all of the assets of Short-Term Global (which will then consist of beneficial interests in Low Duration Master Portfolio). It is intended that the Reorganization described in this Plan shall be a reorganization within the meaning of Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended (the “Code”), and any successor provision.

      Low Duration Fund is a “feeder” fund that invests all of its assets in a corresponding “master” portfolio, Low Duration Master Portfolio, of FAM Trust, which has the same investment objective as Low Duration Fund. All investments are made at the Low Duration Master Portfolio level. This structure is sometimes called a “master/feeder” structure.

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AGREEMENT

      In order to consummate the Reorganization, and in consideration of the promises and the covenants and agreements hereinafter set forth, and intending to be legally bound, Short-Term Global, MLIM Fund, on behalf of Low Duration Fund, and FAM Trust, on behalf of Low Duration Master Portfolio, each hereby agrees as follows:

1.     Representations and Warranties of MLIM Fund.

      MLIM Fund, on behalf of Low Duration Fund, represents and warrants to, and agrees with, Short-Term Global and FAM Trust, on behalf of Low Duration Master Portfolio, that:

      (a) MLIM Fund is a corporation duly incorporated, validly existing and in good standing in conformity with the laws of the State of Maryland, and has the power to own all of its assets and to carry out this Agreement. Low Duration Fund is a duly authorized series of MLIM Fund. MLIM Fund has all necessary Federal, state and local authorizations to carry on its business as it is now being conducted and to carry out this Agreement.

      (b) MLIM Fund is duly registered under the 1940 Act as a diversified, open-end management investment company (File No. 811-10053), and such registration has not been revoked or rescinded and is in full force and effect. MLIM Fund has elected and qualified Low Duration Fund at all times since its inception for the special tax treatment afforded regulated investment companies (“RICs”) under Sections 851-855 of the Code and intends to continue to so qualify until consummation of the Reorganization and thereafter.

      (c) Short-Term Global has been furnished with a statement of assets and liabilities and a schedule of investments of Low Duration Fund, each as of June 30, 2001, said financial statements having been audited by Ernst & Young LLP, independent public accountants. Short-Term Global has also been furnished with an unaudited statement of assets and liabilities and an unaudited schedule of investments of Low Duration Fund, each as of December 31, 2001. An unaudited statement of assets and liabilities of Low Duration Fund and an unaudited schedule of investments of Low Duration Fund, each as of the Valuation Time (defined in Section 4(c) herein), will be furnished to Short-Term Global at or prior to the Closing Date for the purpose of determining the number of shares of Low Duration Fund to be issued pursuant to Section 5 of this Agreement; and each will fairly present the financial position of Low Duration Fund as of the Valuation Time in conformity with generally accepted accounting principles applied on a consistent basis.

      (d) Short-Term Global has been furnished with Low Duration Fund’s Annual Report to Stockholders for the period ended June 30, 2001 and Low Duration Fund’s Semi-Annual Report to Stockholders for the period ended December 31, 2001, and the financial statements appearing therein fairly present the financial position of Low Duration Fund as of the dates indicated in conformity with generally accepted accounting principles applied on a consistent basis.

      (e) Short-Term Global has been furnished with the prospectus and statement of additional information of Low Duration Fund, each dated October 26, 2001, and said prospectus and statement of additional information do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

      (f) MLIM Fund, on behalf of Low Duration Fund, has full power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement on behalf of Low Duration Fund has been duly authorized by all necessary action of MLIM Fund’s Board of Directors, and this Agreement constitutes a valid and binding contract enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto.

      (g) There are no material legal, administrative or other proceedings pending or, to the knowledge of MLIM Fund, threatened against it or Low Duration Fund, which assert liability on the part of MLIM

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Fund or Low Duration Fund or which materially affect their financial condition or their ability to consummate the Reorganization. Neither MLIM Fund nor Low Duration Fund is charged with or, to the best of the knowledge of MLIM Fund or Low Duration Fund, threatened with any violation or investigation of any possible violation of any provisions of any Federal, state or local law or regulation or administrative ruling relating to any aspect of its business.

      (h) MLIM Fund is not a party to nor obligated under any provision of its Articles of Incorporation, as amended, or its by-laws, or any contract or other commitment or obligation, and is not subject to any order or decree which would be violated by its execution of or performance under this Agreement.

      (i) There are no material contracts outstanding to which MLIM Fund, on behalf of Low Duration Fund, is a party that have not been disclosed in the N-14 Registration Statement (as defined in subsection (m) below) or will not otherwise be disclosed to Short-Term Global prior to the Valuation Time.

      (j) Low Duration Fund has no known liabilities of a material amount, contingent or otherwise, other than those shown on its statements of assets and liabilities referred to above, those incurred in the ordinary course of its business as an investment company since the date of Low Duration Fund’s most recent annual or semi-annual report to stockholders, and those incurred in connection with the Reorganization. As of the Valuation Time, MLIM Fund will advise Short-Term Global in writing of all known liabilities, contingent or otherwise, whether or not incurred in the ordinary course of business, existing or accrued as of such time, of Low Duration Fund.

      (k) MLIM Fund, on behalf of Low Duration Fund, has filed, or has obtained extensions to file, all Federal, state and local tax returns that are required to be filed by it, and has paid or has obtained extensions to pay, all Federal, state and local taxes shown on said returns to be due and owing and all assessments received by it, up to and including the taxable year in which the Closing Date occurs. All tax liabilities of Low Duration Fund have been adequately provided for on its books, and no tax deficiency or liability of Low Duration Fund has been asserted and no question with respect thereto has been raised by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid, up to and including the taxable year in which the Closing Date occurs.

      (l) No consent, approval, authorization or order of any court or governmental authority is required for the consummation by MLIM Fund, on behalf of Low Duration Fund, of the Reorganization, except such as may be required under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), the 1940 Act or state securities laws (which term as used herein shall include the laws of the District of Columbia, Guam and Puerto Rico).

      (m) The registration statement filed by MLIM Fund on Form N-14 relating to the shares of common stock of Low Duration Fund to be issued pursuant to this Agreement, which includes the proxy statement of Short-Term Global and the prospectus of Low Duration Fund with respect to the transaction contemplated herein, and any supplement or amendment thereto or to the documents therein (as amended, the “N-14 Registration Statement”), on its effective date, at the time of the stockholders’ meeting referred to in Section 7(a) of this Agreement and at the Closing Date, insofar as it relates to MLIM Fund and Low Duration Fund, (i) complied or will comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder and (ii) did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the prospectus included therein did not or will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection only shall apply to statements in or omissions from the N-14 Registration Statement made in reliance upon and in conformity with information furnished by MLIM Fund with respect to itself and to Low Duration Fund for use in the N-14 Registration Statement as provided in Section 7(e) of this Agreement.

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      (n) MLIM Fund is authorized to issue 1,000,000,000 shares of common stock, par value $.01 per share, of which Low Duration Fund is authorized to issue 500,000,000 shares divided into four classes, designated Class A, Class B, Class C and Class D Common Stock; Class A, Class C and Class D shares of Low Duration Fund Common Stock each consists of 100,000,000 shares and Class B consists of 200,000,000 shares; each outstanding share is fully paid and nonassessable and has full voting rights.

      (o) The shares of common stock of Low Duration Fund to be issued to Short-Term Global pursuant to this Agreement will have been duly authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued and will be fully paid and nonassessable and will have full voting rights, and no stockholder of Low Duration Fund will have any preemptive right of subscription or purchase in respect thereof.

      (p) At or prior to the Closing Date, shares of common stock to be transferred to Short-Term Global for distribution to the stockholders of Short-Term Global on the Closing Date will be duly qualified for offering to the public in all states of the United States in which the sale of shares of Short-Term Global presently are qualified, and there are a sufficient number of such shares registered under the 1933 Act and, as may be necessary, with each pertinent state securities commission to permit the transfers contemplated by this Agreement to be consummated.

      (q) At or prior to the Closing Date, MLIM Fund will have obtained any and all regulatory and Director approvals, with respect to Low Duration Fund, necessary to issue the shares of common stock to Short-Term Global for distribution to Short-Term Global stockholders.

      (r) The books and records of MLIM Fund relating to Low Duration Fund made available to Short-Term Global and/or its counsel are substantially true and correct and contain no material misstatements or omissions with respect to the operations of MLIM Fund relating to Low Duration Fund.

2.     Representations and Warranties of Short-Term Global.

      Short-Term Global represents and warrants to, and agrees with, MLIM Fund, on behalf of Low Duration Fund, and FAM Trust, on behalf of Low Duration Master Portfolio, that:

      (a) Short-Term Global is a corporation duly incorporated, validly existing and in good standing in conformity with the laws of the State of Maryland. Short-Term Global has the power to own all of its assets and to carry out this Agreement. Short-Term Global has all necessary Federal, state and local authorizations to carry on its business as it is now being conducted and to carry out this Agreement.

      (b) Short-Term Global is duly registered under the 1940 Act as a non-diversified, open-end management investment company (File No. 811-06089), and such registration has not been revoked or rescinded and is in full force and effect. Short-Term Global has elected and qualified at all times since its inception for the special tax treatment afforded RICs under Sections 851-855 of the Code and intends to continue to so qualify through its taxable year ending upon liquidation.

      (c) As used in this Agreement, the term “Investments” shall mean (i) the investments of Short-Term Global shown on the schedule of its investments as of the Valuation Time furnished to MLIM Fund, and (ii) all other assets owned by Short-Term Global or liabilities incurred by Short-Term Global as of the Valuation Time.

      (d) Short-Term Global has full power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action of its Board of Directors and this Agreement constitutes a valid and binding contract enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto.

      (e) MLIM Fund and FAM Trust have been furnished with a statement of assets and liabilities and a schedule of investments of Short-Term Global, each as of December 31, 2001, said financial statements having been audited by Deloitte & Touche LLP, independent public accountants. MLIM Fund has also

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been furnished with an unaudited statement of assets and liabilities and an unaudited schedule of investments of Short-Term Global, each as of June 30, 2001. An unaudited statement of assets and liabilities of Short-Term Global and an unaudited schedule of investments of Short-Term Global, each as of the Valuation Time, will be furnished to MLIM Fund at or prior to the Closing Date for the purpose of determining the number of shares of Low Duration Fund to be issued pursuant to Section 5 of this Agreement; and each will fairly present the financial position of Short-Term Global as of the Valuation Time in conformity with generally accepted accounting principles applied on a consistent basis.

      (f) MLIM Fund and FAM Trust have been furnished with Short-Term Global’s Annual Report to Stockholders for the year ended December 31, 2001 and Short-Term Global’s Semi-Annual Report to Stockholders as of June 30, 2001 and the financial statements appearing therein fairly present the financial position of Short-Term Global as of the dates indicated, in conformity with generally accepted accounting principles applied on a consistent basis.

      (g) MLIM Fund and FAM Trust have been furnished with the prospectus and statement of additional information of Short-Term Global, each dated April 6, 2001, and said prospectus and statement of additional information do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

      (h) There are no material legal, administrative or other proceedings pending or, to the knowledge of Short-Term Global, threatened against it which assert liability on the part of Short-Term Global or which materially affect its financial condition or its ability to consummate the Reorganization. Short-Term Global is not charged with or, to the best of its knowledge, threatened with any violation or investigation of any possible violation of any provisions of any Federal, state or local law or regulation or administrative ruling relating to any aspect of its business.

      (i) There are no material contracts outstanding to which Short-Term Global is a party that have not been disclosed in the N-14 Registration Statement or will not otherwise be disclosed to MLIM Fund prior to the Valuation Time.

      (j) Short-Term Global is not a party to nor obligated under any provision of its Articles of Incorporation, as amended, or its by-laws, as amended, or any contract or other commitment or obligation, and is not subject to any order or decree which would be violated by its execution of or performance under this Agreement.

      (k) Short-Term Global has no known liabilities of a material amount, contingent or otherwise, other than those shown on its statements of assets and liabilities referred to above, those incurred in the ordinary course of its business as an investment company since the date of Short-Term Global’s most recent annual or semi-annual report to stockholders and those incurred in connection with the Reorganization. As of the Valuation Time, Short-Term Global will advise MLIM Fund and FAM Trust in writing of all known liabilities, incurred by Short-Term Global, contingent or otherwise, whether or not incurred in the ordinary course of business, existing or accrued as of such time.

      (l) Short-Term Global has filed, or has obtained extensions to file, all Federal, state and local tax returns that are required to be filed by it, and has paid or has obtained extensions to pay, all Federal, state and local taxes shown on said returns to be due and owing and all assessments received by it, up to and including the taxable year in which the Closing Date occurs. All tax liabilities of Short-Term Global have been adequately provided for on its books, and no tax deficiency or liability of Short-Term Global has been asserted and no question with respect thereto has been raised by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid, up to and including the taxable year in which the Closing Date occurs.

      (m) At both the Valuation Time and the Closing Date, Short-Term Global will have full right, power and authority to sell, assign, transfer and deliver the Investments. At the Closing Date, subject only to the delivery of the Investments as contemplated by this Agreement, Short-Term Global will have good and marketable title to all of the Investments, and MLIM Fund on behalf of Low Duration Fund will

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acquire all of the Investments free and clear of any encumbrances, liens or security interests and without any restrictions upon the transfer thereof (except those imposed by the Federal or state securities laws and those imperfections of title or encumbrances as do not materially detract from the value or use of the Investments or materially affect title thereto).

      (n) No consent, approval, authorization or order of any court or governmental authority is required for the consummation by Short-Term Global of the Reorganization, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act or state securities laws.

      (o) The N-14 Registration Statement, on its effective date, at the time of the stockholders’ meeting referred to in Section 7(a) of this Agreement and on the Closing Date, insofar as it relates to Short-Term Global, (i) complied or will comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder, and (ii) did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the prospectus included therein did not or will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall apply only to statements in or omissions from the N-14 Registration Statement made in reliance upon and in conformity with information furnished by Short-Term Global for use in the N-14 Registration Statement as provided in Section 7(e) of this Agreement.

      (p) Short-Term Global is authorized to issue 400,000,000 shares of common stock, par value $.10 per share, divided into four classes, designated Class A, Class B, Class C and Class D Common Stock, each of which consists of 100,000,000 shares; each outstanding share is fully paid and nonassessable and has full voting rights.

      (q) The books and records of Short-Term Global made available to MLIM Fund and FAM Trust and/or their counsel are substantially true and correct and contain no material misstatements or omissions with respect to the operations of Short-Term Global.

      (r) Short-Term Global will not sell or otherwise dispose of any of the shares of Low Duration Fund to be received in the Reorganization, except in distribution to the stockholders of Short-Term Global.

      (s) At or prior to the Closing Date, Short-Term Global will have obtained any and all regulatory, Director and stockholder approvals necessary to effect the Reorganization as set forth herein.

3. Representations and Warranties of FAM Trust.

      FAM Trust, on behalf of Low Duration Master Portfolio, represents and warrants to, and agrees with, Short-Term Global and MLIM Fund, on behalf of Low Duration Fund, that:

      (a) FAM Trust is a business trust duly formed, validly existing and in good standing in conformity with the laws of the State of Delaware. Low Duration Master Portfolio is a duly authorized series of FAM Trust. FAM Trust has the power to own all of its assets and to carry out this Agreement. FAM Trust has all necessary Federal, state and local authorizations to carry on its business as it is now being conducted and to carry out this Agreement. FAM Trust has elected that Low Duration Master Portfolio be treated as a partnership for all tax years since inception.

      (b) FAM Trust is duly registered under the 1940 Act as a diversified, open-end management investment company (File No. 811-10089), and such registration has not been revoked or rescinded and is in full force and effect. The assets of Low Duration Master Portfolio have been managed to meet the requirements for the special tax treatment afforded RICs under the Code as if those requirements applied at the Low Duration Master Portfolio level at all times since its inception.

      (c) FAM Trust has full power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action of its Board of Trustees and this Agreement constitutes a valid and binding contract

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enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto.

      (d) Short-Term Global has been furnished with Low Duration Fund’s Annual Report to Stockholders for the period ended June 30, 2001 and Low Duration Fund’s Semi-Annual Report to Stockholders for the period ended December 31, 2001. The financial statements of Low Duration Master Portfolio appearing therein fairly present the financial position of Low Duration Master Portfolio as of the dates indicated, in conformity with generally accepted accounting principles applied on a consistent basis.

      (e) Short-Term Global has been furnished with the Registration Statement on Form N-1A of FAM Trust, dated October 26, 2001, and said registration statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

      (f) There are no material legal, administrative or other proceedings pending or, to the knowledge of FAM Trust, threatened against it which assert liability on the part of Low Duration Master Portfolio or which materially affect its financial condition or its ability to consummate the Reorganization. FAM Trust is not charged with or, to the best of its knowledge, threatened with any violation or investigation of any possible violation of any provisions of any Federal, state or local law or regulation or administrative ruling relating to any aspect of Low Duration Master Portfolio’s business.

      (g) There are no material contracts outstanding to which FAM Trust, on behalf of Low Duration Master Portfolio, is a party that have not been disclosed in the N-14 Registration Statement or will not otherwise be disclosed to Short-Term Global prior to the Valuation Time.

      (h) FAM Trust is not a party to nor obligated under any provision of its Agreement and Declaration of Trust or its by-laws or any contract or other commitment or obligation, and is not subject to any order or decree which would be violated by its execution of or performance under this Agreement.

      (i) FAM Trust, on behalf of Low Duration Master Portfolio, has no known liabilities of a material amount, contingent or otherwise, other than those shown on its statements of assets and liabilities referred to above, those incurred in the ordinary course of its business as an investment company since the date of Low Duration Master Portfolio’s most recent financial statements and those incurred in connection with the Reorganization. As of the Valuation Time, FAM Trust will advise Short-Term Global in writing of all known liabilities, contingent or otherwise, whether or not incurred in the ordinary course of business, existing or accrued as of such time, relating to Low Duration Master Portfolio.

      (j) FAM Trust has filed, or has obtained extensions to file, all Federal, state and local tax returns which are required to be filed by it for Low Duration Master Portfolio.

      (k) No consent, approval, authorization or order of any court or governmental authority is required for the consummation by FAM Trust of the Reorganization, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act or state securities laws.

      (l) The N-14 Registration Statement, on its effective date, at the time of the stockholders’ meeting referred to in Section 7(a) of this Agreement and on the Closing Date, insofar as it relates to Low Duration Master Portfolio, (i) complied or will comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder, and (ii) did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the prospectus included therein did not or will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall apply only to statements in or omissions from the N-14 Registration Statement made in reliance upon and in conformity with information furnished by FAM Trust, with respect to Low Duration Master Portfolio, for use in the N-14 Registration Statement as provided in Section 7(e) of this Agreement.

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      (m) The books and records of FAM Trust relating to Low Duration Master Portfolio made available to Short-Term Global and/or its counsel are substantially true and correct and contain no material misstatements or omissions with respect to the operations of FAM Trust relating to itself and to Low Duration Master Portfolio.

      (n) At or prior to the Closing Date, FAM Trust will have obtained any and all regulatory and Trustee approvals necessary to effect the Reorganization as set forth herein.

4. The Reorganization.

      (a) Subject to receiving the requisite approval of the stockholders of Short-Term Global, and to the other terms and conditions contained herein, Short-Term Global agrees to convey, transfer and deliver to FAM Trust, on behalf of Low Duration Master Portfolio, on the Closing Date, all of the Investments (including interest accrued as of the Valuation Time on debt instruments) of Short-Term Global, and cause FAM Trust, on behalf of Low Duration Master Portfolio, to assume substantially all of the liabilities of Short-Term Global, in exchange solely for an equal aggregate value of beneficial interests in Low Duration Master Portfolio, and Short-Term Global agrees to convey, transfer and deliver to Low Duration Fund substantially all of its assets (consisting of beneficial interests in Low Duration Master Portfolio), in return solely for that number of shares of Low Duration Fund provided in Section 5 of this Agreement. Pursuant to this Agreement, as soon as practicable on or after the Closing Date, Short-Term Global will distribute pro rata all shares of Low Duration Fund received by it to its stockholders in return for their corresponding Short-Term Global shares and in complete liquidation of Short-Term Global. Such distribution shall be accomplished by the opening of stockholder accounts on the stock ledger records of Low Duration Fund in the amounts due the stockholders of Short-Term Global based on their respective holdings in Short-Term Global as of the Valuation Time and the cancellation of Short-Term Global shares on its stock ledger records.

      (b) Short-Term Global will pay or cause to be paid to FAM Trust, for the benefit of Low Duration Master Portfolio, any interest or dividends it receives on or after the Closing Date with respect to the Investments transferred to FAM Trust, for the benefit of Low Duration Master Portfolio, hereunder.

      (c) The Valuation Time shall be 4:00 p.m., Eastern time, on July 19, 2002, or such earlier or later day and time as may be agreed upon by the parties hereto in writing (the “Valuation Time”).

      (d) FAM Trust, on behalf of Low Duration Master Portfolio, will acquire substantially all of the assets of, and assume substantially all of the known liabilities of, Short-Term Global, except that recourse for such liabilities will be limited to the net assets of Short-Term Global acquired by FAM Trust. The known liabilities of Short-Term Global as of the Valuation Time shall be confirmed in writing to FAM Trust by Short-Term Global pursuant to Section 2(k) of this Agreement.

      (e) FAM Trust, on behalf of Low Duration Master Portfolio, and Short-Term Global will jointly file Articles of Transfer with the State Department of Assessments and Taxation of Maryland and any other such instrument as may be required by the State of Maryland to effect the transfer of the Investments of Short-Term Global to FAM Trust, on behalf of Low Duration Master Portfolio.

      (f) MLIM Fund, on behalf of Low Duration Fund, and Short-Term Global will jointly file Articles of Transfer with the State Department of Assessments and Taxation of Maryland and any other such instrument as may be required by the State of Maryland to effect the transfer of all of the assets of Short-Term Global (consisting of beneficial interests in Low Duration Master Portfolio) to MLIM Fund, on behalf of Low Duration Fund.

      (g) Short-Term Global will be dissolved following the Closing Date by filing Articles of Dissolution, together with any required tax or other reports, with the State Department of Assessments and Taxation of Maryland and will terminate its registration under the 1940 Act by filing a Form N-8F application for an order under Section 8(f) of the 1940 Act.

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5. Issuance and Valuation of Shares of Common Stock of Low Duration Fund in the Reorganization.

      Full shares of common stock of Low Duration Fund, and to the extent necessary, fractional shares of common stock of Low Duration Fund, of an aggregate net asset value equal to the value of the assets of Short-Term Global (consisting of beneficial interests in Low Duration Master Portfolio) acquired, determined as hereinafter provided, shall be issued by MLIM Fund, on behalf of Low Duration Fund, in return for such assets of Short-Term Global. The net asset value of Short-Term Global and Low Duration Fund shall be determined in accordance with the procedures described in the prospectuses of Short-Term Global and Low Duration Fund, respectively, in effect as of the Valuation Time. Such valuation and determination shall be made by FAM Trust and MLIM Fund in cooperation with Short-Term Global. MLIM Fund shall issue Class A, Class B, Class C and Class D shares of common stock of Low Duration Fund to Short-Term Global by the opening of a stockholder account (one in respect of each class) on the stock ledger records of Low Duration Fund registered in the name of Short-Term Global. Short-Term Global shall distribute Corresponding Shares of Low Duration Fund to its stockholders by indicating the registration of such shares in the name of such Short-Term Global stockholders in the amounts due such stockholders based on their respective holdings in Short-Term Global as of the Valuation Time.

6. Payment of Expenses.

      (a) The expenses of the Reorganization that are directly attributable to Short-Term Global and the conduct of its business will be deducted from the assets of Short-Term Global as of the Valuation Time. These expenses are expected to include the expenses incurred in preparing, printing and mailing the proxy materials to be utilized in connection with the meeting of the stockholders of Short-Term Global to consider the Reorganization, the expenses related to the solicitation of proxies to be voted at that meeting and the printing of the prospectus and proxy statement (the “Proxy Statement and Prospectus”) contained in the N-14 Registration Statement. The expenses of the Reorganization that are directly attributable to Low Duration Fund and the conduct of its business will be paid by FAM. The expenses attributable to Low Duration Fund include expenses incurred in printing sufficient copies of its Prospectus, its most recent Annual and Semi-Annual Reports to accompany the Proxy Statement and Prospectus and its Statement of Additional Information to accompany the statement of additional information contained in the N-14 Registration Statement. The expenses of the Reorganization, including expenses in connection with obtaining an opinion of counsel as to certain tax matters, the preparation of this Agreement, legal, transfer agent and audit fees, will be borne equally by Short-Term Global and FAM (on behalf of Low Duration Fund). It is not anticipated that Low Duration Master Portfolio will incur any significant expenses in the Reorganization.

      (b) If for any reason the Reorganization is not consummated, no party shall be liable to any other party for any damages resulting therefrom, including, without limitation, consequential damages.

      (c) Each party represents and warrants to the other that there is no person or entity entitled to receive any brokers’ fee or concession payments in connection with the transactions provided for herein.

7. Covenants of MLIM Fund, Short-Term Global and FAM Trust.

      (a) Short-Term Global agrees to call a meeting of its stockholders to be held as soon as is practicable after the effective date of the N-14 Registration Statement for the purpose of considering the Reorganization as described in this Agreement, and it shall be a condition to the obligations of each of the parties hereto that (i) the holders of a majority of the shares of Short-Term Global issued and outstanding and entitled to vote thereon, voting together as a single class, shall have approved this Agreement at such a meeting at or prior to the Valuation Time and (ii) the holders of a majority of the shares of common stock of each of Class B and Class C of Short-Term Global issued and outstanding and entitled to vote thereon, voting separately as a single class, shall have approved this Agreement at such meeting at or prior to the Valuation Time.

      (b) MLIM Fund, Short-Term Global and FAM Trust each covenants to operate the business of Low Duration Fund, Short-Term Global and Low Duration Master Portfolio, respectively, as presently conducted between the date hereof and the Closing Date.

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      (c) Short-Term Global agrees that following the Closing Date, Short-Term Global will dissolve in accordance with the laws of the State of Maryland and any other applicable law, it will not make any distributions of any Low Duration Fund shares other than the distribution by Short-Term Global to its stockholders without first paying or adequately providing for the payment of all of the respective liabilities not assumed by FAM Trust, if any, and on and after the Closing Date shall not conduct any business except in connection with its dissolution.

      (d) Short-Term Global undertakes that following the Closing Date, it will file an application pursuant to Section 8(f) of the 1940 Act for an order declaring that it has ceased to be a registered investment company.

      (e) MLIM Fund will file the N-14 Registration Statement with the Securities and Exchange Commission (the “Commission”) and will use its best efforts to provide that the N-14 Registration Statement becomes effective as promptly as practicable. MLIM Fund, FAM Trust and Short-Term Global agree to cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement as required by the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations thereunder and the state securities laws.

      (f) FAM Trust has no plan or intention to sell or otherwise dispose of the portfolio investments of Short-Term Global to be acquired in the Reorganization, except for dispositions made in the ordinary course of business.

      (g) MLIM Fund, Short-Term Global and FAM Trust each agrees that by the Closing Date all Federal and other tax returns and reports required to be filed by each such Fund on or before such date shall have been filed and all taxes shown as due on Low Duration Fund’s and Short-Term Global’s returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. In connection with this covenant, the Funds agree to cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. MLIM Fund and FAM Trust each agrees to retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of Short-Term Global for its taxable period first ending after the Closing Date and for all prior taxable periods. Any information obtained under this subsection shall be kept confidential except as otherwise may be necessary in connection with the filing of returns or claims for refund or in conducting an audit or other proceeding. After the Closing Date, Short-Term Global shall prepare, or cause its agents to prepare, any Federal, state or local tax returns, including any Forms 1099, required to be filed by Short-Term Global with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns and Forms 1099 to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by Short-Term Global (other than for payment of taxes) in connection with the preparation and filing of said tax returns and Forms 1099 after the Closing Date shall be borne by Short-Term Global, to the extent such expenses have been accrued by Short-Term Global in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by Low Duration Fund and Low Duration Master Portfolio at the time such tax returns and Forms 1099 are prepared.

      (h) Short-Term Global agrees to mail to its stockholders of record entitled to vote at the meeting of stockholders at which action is to be considered regarding this Agreement, in sufficient time to comply with requirements as to notice thereof, a combined Proxy Statement and Prospectus which complies in all material respects with the applicable provisions of Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder.

      (i) Following the consummation of the Reorganization, MLIM Fund and FAM Trust each expects to stay in existence and continue its business as a diversified, open-end management investment company registered under the 1940 Act.

8.     Closing Date.

      (a) Delivery of the assets of Short-Term Global to be transferred, together with any other Investments, and the shares of common stock of Low Duration Fund to be issued, shall be made at the offices of Sidley

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Austin Brown & Wood LLP, 875 Third Avenue, New York, New York 10022, at 10:00 a.m. Eastern time on the next full business day following the Valuation Time, or at such other place, time and date agreed to by Short-Term Global, MLIM Fund and FAM Trust, the date and time upon which such delivery is to take place being referred to herein as the “Closing Date.” To the extent that any Investments, for any reason, are not transferable to FAM Trust, for the benefit of Low Duration Master Portfolio, on the Closing Date, Short-Term Global shall cause such Investments to be transferred to FAM Trust’s account with Brown Brothers Harriman & Co. at the earliest practicable date thereafter.

      (b) Short-Term Global will deliver to FAM Trust and MLIM Fund on the Closing Date confirmations or other adequate evidence as to the tax basis of each of the Investments delivered to FAM Trust hereunder, certified by Deloitte & Touche LLP.

      (c) As soon as practicable after the close of business on the Closing Date, Short-Term Global shall deliver to MLIM Fund and FAM Trust a list of the names and addresses of all of the stockholders of record of Short-Term Global on the Closing Date and the number of shares of common stock of Short-Term Global owned by each such stockholder, certified to the best of its knowledge and belief by the transfer agent for Short-Term Global.

9.     Short-Term Global Conditions.

      The obligations of Short-Term Global hereunder shall be subject to the following conditions:

      (a) That this Agreement shall have been adopted, and the Reorganization shall have been approved, by the Board of Directors of Short-Term Global and by the affirmative vote of (i) the holders of a majority of the shares of common stock of Short-Term Global issued and outstanding and entitled to vote thereon, voting together as a single class, at a meeting of the stockholders of Short-Term Global, at or prior to the Valuation Time and (ii) the holders of a majority of the shares of common stock of each of Class B and Class C of Short-Term Global issued and outstanding and entitled to vote thereon, voting separately as a single class, at such meeting at or prior to the Valuation Time. In addition this Agreement shall have been adopted, and the Reorganization shall have been approved, by the affirmative vote of two-thirds of the members of the Board of Trustees of FAM Trust and by the Board of Directors of MLIM Fund; and that MLIM Fund shall have delivered to Short-Term Global a copy of the resolution approving this Agreement adopted by MLIM Fund’s Board of Directors, certified by the Secretary of MLIM Fund and that FAM Trust shall have delivered to Short-Term Global a copy of its resolution approving this Agreement, adopted by the Board of Trustees of FAM Trust, certified by the Secretary of FAM Trust.

      (b) That MLIM Fund shall have furnished to Short-Term Global a statement of Low Duration Fund’s assets and liabilities held or incurred directly or indirectly through Low Duration Master Portfolio, with values determined as provided in Section 5 of this Agreement, together with a schedule of its investments, all as of the Valuation Time, certified on MLIM Fund’s behalf by its President (or any Vice President) and its Treasurer, and a certificate signed by MLIM Fund’s President (or any Vice President) and its Treasurer, dated as of the Closing Date, certifying that as of the Valuation Time and as of the Closing Date there has been no material adverse change in the financial position of Low Duration Fund since the date of Low Duration Fund’s most recent annual or semi-annual report to stockholders, other than changes in its portfolio securities since the date of such report or changes in the market value of its portfolio securities.

      (c) That MLIM Fund shall have furnished to Short-Term Global a certificate signed by MLIM Fund’s President (or any Vice President) and its Treasurer, dated as of the Closing Date, certifying that, as of the Valuation Time and as of the Closing Date all representations and warranties of MLIM Fund, on behalf of Low Duration Fund, made in this Agreement are true and correct in all material respects with the same effect as if made at and as of such dates, and that MLIM Fund, on behalf of Low Duration Fund, has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to each of such dates.

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      (d) That FAM Trust shall have furnished to Short-Term Global a certificate signed by FAM Trust’s President (or any Vice President) and its Treasurer, dated as of the Closing Date, certifying that, as of the Valuation Time and as of the Closing Date all representations and warranties of FAM Trust, on behalf of Low Duration Master Portfolio, made in this Agreement are true and correct in all material respects with the same effect as if made at and as of such dates, and that FAM Trust, on behalf of Low Duration Master Portfolio, has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to each of such dates.

      (e) That there shall not be any material litigation pending with respect to the matters contemplated by this Agreement.

      (f) That Short-Term Global shall have received an opinion of Sidley Austin Brown & Wood LLP, as special tax counsel to MLIM Fund and FAM Trust, to the effect that for Federal income tax purposes (i) under Section 721 of the Code, neither Short-Term Global nor Low Duration Master Portfolio will recognize gain or loss on the transfer of Short-Term Global’s assets to Low Duration Master Portfolio; (ii) 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’s assets will equal its basis in the assets transferred; (iii) under Section 723 of the Code, the tax basis of Short-Term Global’s assets in the hands of Low Duration Master Portfolio will be the same as their tax basis in the hands of Short-Term Global; (iv) 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’s assets will include its holding period for the assets transferred; (v) in accordance with Section 1223 of the Code, Low Duration Master Portfolio’s holding period for Short-Term Global’s assets received from Short-Term Global will include Short-Term Global’s holding period for such assets; (vi) the transfer of substantially all of the assets and substantially all of the liabilities of Short-Term Global to FAM Trust, for the benefit of Low Duration Master Portfolio, in exchange for beneficial interests in Low Duration Master Portfolio, the subsequent transfer of substantially all of the assets of Short-Term Global (consisting of beneficial interests in Low Duration Master Portfolio) to MLIM Fund, for the benefit of Low Duration Fund, in exchange for shares of common stock of Low Duration Fund and the subsequent distribution of shares of common stock of Low Duration Fund to the stockholders of Short-Term Global in exchange for such stockholders’ shares in Short-Term Global as provided in this Agreement will constitute a reorganization within the meaning of Section 368(a)(1)(C) of the Code, and Low Duration Fund and Short-Term Global will each be deemed to be a “party” to the Reorganization within the meaning of Section 368(b) of the Code; (vii) in accordance with Section 361(a) of the Code, no gain or loss will be recognized by Short-Term Global as a result of the asset transfer of its assets (consisting of beneficial interests in Low Duration Master Portfolio) solely in exchange for common stock of Low Duration Fund or on the distribution of the shares of common stock of Low Duration Fund to stockholders of Short-Term Global under Section 361(c)(1) of the Code; (viii) under Section 1032 of the Code, no gain or loss will be recognized to Low Duration Fund on the receipt of the assets of Short-Term Global (consisting of beneficial interests in Low Duration Master Portfolio) in exchange for its shares of common stock; (ix) in accordance with Section 354(a)(1) of the Code, no gain or loss will be recognized to the stockholders of Short-Term Global on the receipt of shares of common stock of Low Duration Fund solely in exchange for their shares in Short-Term Global; (x) in accordance with Section 362(b) of the Code, the tax basis of the assets of Short-Term Global (consisting of beneficial interests in Low Duration Master Portfolio) in the hands of Low Duration Fund will be the same as the tax basis of such assets in the hands of Short-Term Global immediately prior to the consummation of the Reorganization; (xi) in accordance with Section 358 of the Code, immediately after the Reorganization, the tax basis of the shares of Low Duration Fund received by the stockholders of Short-Term Global in the Reorganization (including fractional shares to which they may be entitled) will be equal to the tax basis of the shares of Short-Term Global surrendered in exchange; (xii) in accordance with Section 1223 of the Code, a stockholder’s holding period for the shares of Low Duration Fund (including fractional shares to which they may be entitled) will be determined by including the period for which such stockholder held the shares of Short-Term Global exchanged therefor, provided, that such Short-Term Global shares were held as a capital asset; (xiii) in accordance with Section 1223 of the Code, the Low

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Duration Fund’s holding period with respect to the assets of Short-Term Global transferred (consisting of beneficial interests in Low Duration Master Portfolio) will include the holding period for which such assets were held by Short-Term Global; and (xiv) the taxable year of Short-Term Global will end on the effective date of the Reorganization, and pursuant to Section 381(a) of the Code and regulations thereunder, Low Duration Fund will succeed to and take into account certain tax attributes of Short-Term Global, such as earnings and profits, capital loss carryovers and method of accounting.

      (g) That all proceedings taken by FAM Trust and MLIM Fund in connection with the Reorganization and all documents incidental thereto shall be satisfactory in form and substance to Short-Term Global.

      (h) That the N-14 Registration Statement shall have become effective under the 1933 Act, and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of MLIM Fund, be contemplated by the Commission.

      (i) That Short-Term Global shall have received from Ernst & Young LLP a letter dated within three days prior to the effective date of the N-14 Registration Statement and a similar letter dated within five days prior to the Closing Date, in form and substance satisfactory to Short-Term Global, to the effect that (i) they are independent public accountants with respect to MLIM Fund and FAM Trust within the meaning of the 1933 Act and the applicable published rules and regulations thereunder; (ii) in their opinion, the financial statements and supplementary information for Low Duration Fund and Low Duration Master Portfolio included or incorporated by reference in the N-14 Registration Statement and reported on by them comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the published rules and regulations thereunder; and (iii) on the basis of limited procedures agreed upon by Short-Term Global, MLIM Fund and FAM Trust and described in such letter (but not an examination in accordance with generally accepted auditing standards) consisting of a reading of any unaudited interim financial statements and unaudited supplementary information of Low Duration Fund and Low Duration Master Portfolio included in the N-14 Registration Statement, and inquiries of certain officials of MLIM Fund and FAM Trust responsible for financial and accounting matters, nothing came to their attention that caused them to believe that (a) such unaudited financial statements and related unaudited supplementary information do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the published rules and regulations thereunder, (b) such unaudited financial statements are not fairly presented in conformity with generally accepted accounting principles, applied on a basis substantially consistent with that of the audited financial statements, or (c) such unaudited supplementary information is not fairly stated in all material respects in relation to the unaudited financial statements taken as a whole; and (iv) on the basis of limited procedures agreed upon by Short-Term Global, MLIM Fund and FAM Trust and described in such letter (but not an examination in accordance with generally accepted auditing standards), the information relating to Low Duration Fund appearing in the N-14 Registration Statement, which information is expressed in dollars (or percentages derived from such dollars) (with the exception of performance comparisons, if any), if any, has been obtained from the accounting records of MLIM Fund and FAM Trust or from schedules prepared by officials of MLIM Fund and FAM Trust having responsibility for financial and reporting matters and such information is in agreement with such records, schedules or computations made therefrom.

      (j) That the Commission shall not have issued an unfavorable advisory report under Section 25(b) of the 1940 Act, nor instituted or threatened to institute any proceeding seeking to enjoin consummation of the Reorganization under Section 25(c) of the 1940 Act, and no other legal, administrative or other proceeding shall be instituted or threatened which would materially affect the financial condition of either MLIM Fund or FAM Trust or would prohibit the Reorganization.

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10.     MLIM Fund Conditions.

      The obligations of MLIM Fund, on behalf of Low Duration Fund, hereunder shall be subject to the following conditions:

      (a) That this Agreement shall have been adopted, and the Reorganization shall have been approved, by (i) the Board of Directors of Short-Term Global and MLIM Fund and by the affirmative vote of two-thirds of the members of the Board of Trustees of FAM Trust, (ii) the affirmative vote of the holders of a majority of the shares of common stock of Short-Term Global issued and outstanding and entitled to vote thereon, voting together as a single class at a meeting of the stockholders of Short-Term Global, at or prior to the Valuation Time and (iii) the holders of a majority of the shares of common stock of each of Class B and Class C of Short-Term Global issued and outstanding and entitled to vote thereon, each voting separately as a single class at such meeting at or prior to the Valuation Time; and that Short-Term Global and FAM Trust shall each have delivered to MLIM Fund a copy of the resolution approving this Agreement adopted by Short-Term Global’s Board of Directors and the Board of Trustees of FAM Trust, respectively, each certified by its Secretary, and a certificate setting forth the vote of Short-Term Global stockholders obtained, certified by the Secretary of Short-Term Global.

      (b) That Short-Term Global shall have furnished to MLIM Fund a statement of Short-Term Global’s assets and liabilities with values determined as provided in Section 4 of this Agreement, together with a schedule of investments with their respective dates of acquisition and tax costs, all as of the Valuation Time, certified on Short-Term Global’s behalf by its President (or any Vice President) and its Treasurer, and a certificate signed by Short-Term Global’s President (or any Vice President) and its Treasurer, dated as of the Closing Date, certifying that as of the Valuation Time and as of the Closing Date there has been no material adverse change in the financial position of Short-Term Global since the date of Short-Term Global’s most recent annual or semi-annual report to stockholders, other than changes in the Investments since the date of such report or changes in the market value of the Investments.

      (c) That Short-Term Global shall have furnished to MLIM Fund a certificate signed by Short-Term Global’s President (or any Vice President) and its Treasurer, dated the Closing Date, certifying that as of the Valuation Time and as of the Closing Date all representations and warranties of Short-Term Global made in this Agreement are true and correct in all material respects with the same effect as if made at and as of such dates and Short-Term Global has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to each of such dates.

      (d) That Short-Term Global shall have delivered to MLIM Fund a letter from Deloitte & Touche LLP, dated the Closing Date, stating that such firm has performed a limited review of the Federal, state and local income tax returns of Short-Term Global for the period ended December 31, 2001 (which returns originally were prepared and filed by Short-Term Global), and that based on such limited review, nothing came to their attention which caused them to believe that such returns did not properly reflect, in all material respects, the Federal, state and local income taxes of Short-Term Global for the period covered thereby; and that for the period from December 31, 2001, to and including the Closing Date and for any taxable year of Short-Term Global ending upon the liquidation of Short-Term Global, such firm has performed a limited review to ascertain the amount of applicable Federal, state and local taxes, and has determined that either such amount has been paid or reserves have been established for payment of such taxes, this review to be based on unaudited financial data; and that based on such limited review, nothing has come to their attention which caused them to believe that the taxes paid or reserves set aside for payment of such taxes were not adequate in all material respects for the satisfaction of Federal, state and local taxes for the period from December 31, 2001, to and including the Closing Date and for any taxable year of Short-Term Global ending upon the liquidation of Short-Term Global or that Short-Term Global would not continue to qualify as a RIC for Federal income tax purposes for the tax years in question.

      (e) That there shall not be any material litigation pending with respect to the matters contemplated by this Agreement.

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      (f) That MLIM Fund shall have received an opinion of Sidley Austin Brown & Wood LLP, as tax counsel to Short-Term Global, with respect to the matters specified in Section 9(f) of this Agreement.

      (g) That MLIM Fund shall have received from Deloitte & Touche LLP a letter dated within three days prior to the effective date of the N-14 Registration Statement and a similar letter dated within five days prior to the Closing Date, in form and substance satisfactory to MLIM Fund and FAM Trust, to the effect that (i) they are independent public accountants with respect to Short-Term Global within the meaning of the 1933 Act and the applicable published rules and regulations thereunder; (ii) in their opinion, the financial statements and supplementary information of Short-Term Global included or incorporated by reference in the N-14 Registration Statement and reported on by them comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the published rules and regulations thereunder; (iii) on the basis of limited procedures agreed upon by Short-Term Global and MLIM Fund and described in such letter (but not an examination in accordance with generally accepted auditing standards) consisting of a reading of any unaudited interim financial statements and unaudited supplementary information of Short-Term Global included in the N-14 Registration Statement, and inquiries of certain officials of Short-Term Global responsible for financial and accounting matters, nothing came to their attention that caused them to believe that (a) such unaudited financial statements and related unaudited supplementary information do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the published rules and regulations thereunder, (b) such unaudited financial statements are not fairly presented in conformity with generally accepted accounting principles, applied on a basis substantially consistent with that of the audited financial statements, or (c) such unaudited supplementary information is not fairly stated in all material respects in relation to the unaudited financial statements taken as a whole; and (iv) on the basis of limited procedures agreed upon by MLIM Fund and Short-Term Global and described in such letter (but not an examination in accordance with generally accepted auditing standards), the information relating to Short-Term Global appearing in the N-14 Registration Statement, which information is expressed in dollars (or percentages derived from such dollars) (with the exception of performance comparisons, if any), if any, has been obtained from the accounting records of Short-Term Global or from schedules prepared by officials of Short-Term Global having responsibility for financial and reporting matters and such information is in agreement with such records, schedules or computations made therefrom.

      (h) That the assets to be transferred to MLIM Fund shall not include any assets or liabilities that MLIM Fund, by reason of charter limitations or otherwise, may not properly acquire or assume.

      (i) That the N-14 Registration Statement shall have become effective under the 1933 Act, and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of Short-Term Global, be contemplated by the Commission.

      (j) That the Commission shall not have issued an unfavorable advisory report under Section 25(b) of the 1940 Act, nor instituted or threatened to institute any proceeding seeking to enjoin consummation of the Reorganization under Section 25(c) of the 1940 Act, and no other legal, administrative or other proceeding shall be instituted or threatened which would materially affect the financial condition of Short-Term Global or FAM Trust or would prohibit the Reorganization.

      (k) That all proceedings taken by Short-Term Global and FAM Trust in connection with the Reorganization and all documents incidental thereto shall be satisfactory in form and substance to MLIM Fund.

      (l) That prior to the Closing Date, Short-Term Global shall have declared a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to Short-Term Global’s stockholders all of the investment company taxable income of Short-Term Global to and including the Closing Date, if any (computed without regard to any deduction for dividends paid), and all of its net capital gain, if any, realized to and including the Closing Date.

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11.     FAM Trust Conditions.

      The obligations of FAM Trust hereunder shall be subject to the following conditions:

      (a) That this Agreement shall have been adopted, and the Reorganization shall have been approved, by (i) the Board of Directors of Short-Term Global and MLIM Fund and by the affirmative vote of two-thirds of the members of the Board of the Trustees of FAM Trust, (ii) the affirmative vote of the holders of a majority of the shares of common stock of Short-Term Global issued and outstanding and entitled to vote thereon, voting together as a single class at a meeting of the stockholders of Short-Term Global, at or prior to the Valuation Time and (iii) the holders of a majority of the shares of common stock of each of Class B and Class C of Short-Term Global issued and outstanding and entitled to vote thereon, each voting separately as a single class at such meeting at or prior to the Valuation Time; and that each of Short-Term Global and MLIM Fund shall each have delivered to FAM Trust a copy of the resolution approving this Agreement adopted by the Board of Directors of each of Short-Term Global and MLIM Fund, as the case may be, each certified by its Secretary; and a certificate setting forth the vote of Short-Term Global stockholders obtained, certified by the Secretary of Short-Term Global.

      (b) That Short-Term Global shall have furnished to FAM Trust a statement of Short-Term Global’s assets and liabilities with values determined as provided in Section 4 of this Agreement, together with a schedule of investments with their respective dates of acquisition and tax costs, all as of the Valuation Time, certified on Short-Term Global’s behalf by its President (or any Vice President) and its Treasurer, and a certificate signed by Short-Term Global’s President (or any Vice President) and its Treasurer, dated as of the Closing Date, certifying that as of the Valuation Time and as of the Closing Date there has been no material adverse change in the financial position of Short-Term Global since the date of Short-Term Global’s most recent annual or semi-annual report to stockholders, other than changes in the Investments since the date of such report or changes in the market value of the Investments.

      (c) That MLIM Fund shall have furnished to FAM Trust a certificate signed by MLIM Fund’s President (or any Vice President) and its Treasurer, dated the Closing Date, certifying that as of the Valuation Time and as of the Closing Date all representations and warranties of MLIM Fund, on behalf of Low Duration Fund, made in this Agreement are true and correct in all material respects with the same effect as if made at and as of such dates and MLIM Fund, on behalf of Low Duration Fund, has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to each of such dates.

      (d) That Short-Term Global shall have furnished to FAM Trust a certificate signed by Short-Term Global’s President (or any Vice President) and its Treasurer, dated as of the Closing Date, certifying that, as of the Valuation Time and as of the Closing Date all representations and warranties of Short-Term Global made in this Agreement are true and correct in all material respects with the same effect as if made at and as of such dates, and that Short-Term Global has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to each of such dates.

      (e) That Short-Term Global shall have delivered to FAM Trust a letter from Deloitte & Touche LLP, dated the Closing Date, stating that such firm has performed a limited review of the Federal, state and local income tax returns of Short-Term Global for the period ended December 31, 2001 (which returns originally were prepared and filed by Short-Term Global), and that based on such limited review, nothing came to their attention which caused them to believe that such returns did not properly reflect, in all material respects, the Federal, state and local income taxes of Short-Term Global for the period covered thereby; and that for the period from December 31, 2001, to and including the Closing Date and for any taxable year of Short-Term Global ending upon the liquidation of Short-Term Global, such firm has performed a limited review to ascertain the amount of applicable Federal, state and local taxes, and has determined that either such amount has been paid or reserves have been established for payment of such taxes, this review to be based on unaudited financial data; and that based on such limited review, nothing has come to their attention which caused them to believe that the taxes paid or reserves set aside for payment of such taxes were not adequate in all material respects for the satisfaction of Federal, state

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and local taxes for the period from December 31, 2001, to and including the Closing Date and for any taxable year of Short-Term Global ending upon the liquidation of Short-Term Global or that Short-Term Global would not continue to qualify as a RIC for Federal income tax purposes for the tax years in question.

      (f) That there shall not be any material litigation pending with respect to the matters contemplated by this Agreement.

      (g) That FAM Trust shall have received an opinion of Sidley Austin Brown & Wood LLP, as tax counsel to Short-Term Global, with respect to the matters specified in Section 9(f) of this Agreement.

      (h) That FAM Trust shall have received from Deloitte & Touche LLP a letter dated within three days prior to the effective date of the N-14 Registration Statement and a similar letter dated within five days prior to the Closing Date, in form and substance satisfactory to FAM Trust, to the effect that (i) they are independent public accountants with respect to Short-Term Global within the meaning of the 1933 Act and the applicable published rules and regulations thereunder; (ii) in their opinion, the financial statements and supplementary information of Short-Term Global included or incorporated by reference in the N-14 Registration Statement and reported on by them comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the published rules and regulations thereunder; (iii) on the basis of limited procedures agreed upon by Short-Term Global, MLIM Fund and FAM Trust and described in such letter (but not an examination in accordance with generally accepted auditing standards) consisting of a reading of any unaudited interim financial statements and unaudited supplementary information of Short-Term Global included in the N-14 Registration Statement, and inquiries of certain officials of Short-Term Global responsible for financial and accounting matters, nothing came to their attention that caused them to believe that (a) such unaudited financial statements and related unaudited supplementary information do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the published rules and regulations thereunder, (b) such unaudited financial statements are not fairly presented in conformity with generally accepted accounting principles, applied on a basis substantially consistent with that of the audited financial statements, or (c) such unaudited supplementary information is not fairly stated in all material respects in relation to the unaudited financial statements taken as a whole; and (iv) on the basis of limited procedures agreed upon by MLIM Fund, Short-Term Global and FAM Trust and described in such letter (but not an examination in accordance with generally accepted auditing standards), the information relating to Short-Term Global appearing in the N-14 Registration Statement, which information is expressed in dollars (or percentages derived from such dollars) (with the exception of performance comparisons, if any), if any, has been obtained from the accounting records of Short-Term Global or from schedules prepared by officials of Short-Term Global having responsibility for financial and reporting matters and such information is in agreement with such records, schedules or computations made therefrom.

      (i) That all proceedings taken by Short-Term Global and MLIM Fund and its counsel in connection with the Reorganization and all documents incidental thereto shall be satisfactory in form and substance to FAM Trust.

      (j) That the N-14 Registration Statement shall have become effective under the 1933 Act, and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of Short-Term Global or MLIM Fund, be contemplated by the Commission.

      (k) That the Commission shall not have issued an unfavorable advisory report under Section 25(b) of the 1940 Act, nor instituted or threatened to institute any proceeding seeking to enjoin consummation of the Reorganization under Section 25(c) of the 1940 Act, and no other legal, administrative or other proceeding shall be instituted or threatened which would materially affect the financial condition of MLIM Fund or Short-Term Global or would prohibit the Reorganization.

      (l) That the Investments to be transferred to FAM Trust shall not include any assets or liabilities that FAM Trust by reason of charter limitations or otherwise, may not properly acquire or assume.

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12.     Termination, Postponement and Waivers.

      (a) Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Reorganization abandoned at any time (whether before or after adoption thereof by the stockholders of Short-Term Global) prior to the Closing Date, or the Closing Date may be postponed, (i) by mutual consent of the Boards of Directors of Short-Term Global and MLIM Fund and the Board of Trustees of FAM Trust; (ii) by the Board of Directors of Short-Term Global if any condition of Short-Term Global’s obligations set forth in Section 9 of this Agreement has not been fulfilled or waived by such Board; (iii) by the Board of Directors of MLIM Fund if any condition of MLIM Fund’s obligations set forth in Section 10 of this Agreement has not been fulfilled or waived by such Board or (iv) by the Board of Trustees of FAM Trust if any condition of FAM Trust’s obligations set forth in Section 11 of this Agreement has not been fulfilled or waived by such Board.

      (b) If the Reorganization contemplated by this Agreement has not been consummated by December 31, 2002, this Agreement automatically shall terminate on that date, unless a later date is mutually agreed to by the Boards of Directors of Short-Term Global and MLIM Fund and the Board of Trustees of FAM Trust.

      (c) In the event of termination of this Agreement pursuant to the provisions hereof, the same shall become void and have no further effect, and there shall not be any liability on the part of either Short-Term Global, MLIM Fund or FAM Trust or persons who are their directors, trustees, officers, agents or stockholders in respect of this Agreement.

      (d) At any time prior to the Closing Date, any of the terms or conditions of this Agreement may be waived by the Board of Directors of either Short-Term Global or MLIM Fund or the Board of Trustees of FAM Trust (whichever is entitled to the benefit thereof), if, in the judgment of such Board after consultation with its counsel, such action or waiver will not have a material adverse effect on the benefits intended under this Agreement to the respective stockholders, on behalf of which such action is taken. In addition, the Board of Directors of MLIM Fund and the Board of Trustees of FAM Trust have delegated to Fund Asset Management, L.P. (“FAM”) and the Board of Directors of Short-Term Global has delegated to Merrill Lynch Investment Managers, L.P. (“MLIM”) the ability to make non-material changes to the transaction if MLIM or FAM, as the case may be, deems it to be in the best interests of Short-Term Global, MLIM Fund and FAM Trust to do so.

      (e) The respective representations and warranties contained in Sections 1, 2 and 3 of this Agreement shall expire with, and be terminated by, the consummation of the Reorganization, and neither Short-Term Global, MLIM Fund nor FAM Trust nor any of their officers, directors or trustees, agents or stockholders shall have any liability with respect to such representations or warranties after the Closing Date. This provision shall not protect any officer, director, agent or stockholder of Short-Term Global, MLIM Fund or FAM Trust against any liability to the entity for which that officer, director or trustee, agent or stockholder so acts or to its stockholders, to which that officer, director or trustee, agent or stockholder otherwise would be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties in the conduct of such office.

      (f) If any order or orders of the Commission with respect to this Agreement shall be issued prior to the Closing Date and shall impose any terms or conditions that are determined by action of the Boards of Directors of Short-Term Global and MLIM Fund and the Board of Trustees of FAM Trust to be acceptable, such terms and conditions shall be binding as if a part of this Agreement without further vote or approval of the stockholders of Short-Term Global unless such terms and conditions shall result in a change in the method of computing the number of shares of Low Duration Fund to be issued to Short-Term Global in which event, unless such terms and conditions shall have been included in the proxy solicitation materials furnished to the stockholders of Short-Term Global prior to the meeting at which the Reorganization shall have been approved, this Agreement shall not be consummated and shall terminate unless Short-Term Global promptly shall call a special meeting of stockholders at which such conditions so imposed shall be submitted for approval.

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13.     Indemnification.

      (a) Short-Term Global hereby agrees to indemnify and hold MLIM Fund and FAM Trust harmless from all loss, liability and expense (including reasonable counsel fees and expenses in connection with the contest of any claim) which Low Duration Fund or Low Duration Master Portfolio may incur or sustain by reason of the fact that (i) MLIM Fund, on behalf of Low Duration Fund, or FAM Trust, on behalf of Low Duration Master Portfolio, shall be required to pay any obligation of Short-Term Global, whether consisting of tax deficiencies or otherwise, based upon a claim or claims against Short-Term Global that were omitted or not fairly reflected in the financial statements to be delivered to MLIM Fund and FAM Trust in connection with the Reorganization; (ii) any representations or warranties made by Short-Term Global in this Agreement should prove to be false or erroneous in any material respect; (iii) any covenant of Short-Term Global has been breached in any material respect; or (iv) any claim is made alleging that (a) the N-14 Registration Statement included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Proxy Statement and Prospectus and statement of additional information forming a part of the N-14 Registration Statement included any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such claim is based on written information furnished to Short-Term Global by MLIM Fund or FAM Trust.

      (b) MLIM Fund, through Low Duration Fund, and FAM Trust, through Low Duration Master Portfolio, hereby agrees to indemnify and hold Short-Term Global harmless from all loss, liability and expenses (including reasonable counsel fees and expenses in connection with the contest of any claim) which Short-Term Global may incur or sustain by reason of the fact that (i) any representations or warranties made by MLIM Fund or FAM Trust in this Agreement should prove false or erroneous in any material respect, (ii) any covenant of MLIM Fund or FAM Trust has been breached in any material respect, or (iii) any claim is made alleging that (a) the N-14 Registration Statement included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (b) the Proxy Statement and Prospectus and statement of additional information forming a part of the N-14 Registration Statement included any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such claim is based on written information furnished to MLIM Fund or FAM Trust by Short-Term Global.

      (c) In the event that any claim is made against MLIM Fund or FAM Trust in respect of which indemnity may be sought by MLIM Fund or FAM Trust from Short-Term Global under Section 13(a) of this Agreement, or in the event that any claim is made against Short-Term Global in respect of which indemnity may be sought by Short-Term Global from MLIM Fund or FAM Trust under Section 13(b) of this Agreement, then the party seeking indemnification (the “Indemnified Party”), with reasonable promptness and before payment of such claim, shall give written notice of such claim to the other party (the “Indemnifying Party”). If no objection as to the validity of the claim is made in writing to the Indemnified Party by the Indemnifying Party within thirty (30) days after the giving of notice hereunder, then the Indemnified Party may pay such claim and shall be entitled to reimbursement therefor, pursuant to this Agreement. If, prior to the termination of such thirty-day period, objection in writing as to the validity of such claim is made to the Indemnified Party, the Indemnified Party shall withhold payment thereof until the validity of such claim is established (i) to the satisfaction of the Indemnifying Party, or (ii) by a final determination of a court of competent jurisdiction, whereupon the Indemnified Party may pay such claim and shall be entitled to reimbursement thereof, pursuant to this Agreement, or (iii) with respect to any tax claims, within seven (7) calendar days following the earlier of (A) an agreement between Short-Term Global, MLIM Fund and FAM Trust that an indemnity amount is payable, (B) an assessment of a tax by a taxing authority, or (C) a “determination” as defined in Section 1313(a) of the Code. For purposes of this Section 13, the term “assessment” shall have the same meaning as used in Chapter 63 of the Code and Treasury Regulations thereunder, or any comparable provision under the laws of the appropriate taxing authority. In the event of any objection by the Indemnifying Party, the Indemnifying Party promptly shall

I-19

investigate the claim, and if it is not satisfied with the validity thereof, the Indemnifying Party shall conduct the defense against such claim. All costs and expenses incurred by the Indemnifying Party in connection with such investigation and defense of such claim shall be borne by it. These indemnification provisions are in addition to, and not in limitation of, any other rights the parties may have under applicable law.

14.     Other Matters.

      (a) Pursuant to Rule 145 under the 1933 Act, and in connection with the issuance of any shares to any person who at the time of the Reorganization is, to its knowledge, an affiliate of a party to the Reorganization pursuant to Rule 145(c), MLIM Fund will cause to be affixed upon the certificate(s) issued to such person (if any) a legend as follows:

THESE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT TO MERRILL LYNCH INVESTMENT MANAGERS FUNDS, INC. (OR ITS STATUTORY SUCCESSOR) OR ITS PRINCIPAL UNDERWRITER UNLESS (I) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933 OR (II) IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE FUND, SUCH REGISTRATION IS NOT REQUIRED.

and, further, that stop transfer instructions will be issued to MLIM Fund’s transfer agent with respect to such shares. Short-Term Global will provide MLIM Fund on the Closing Date with the name of any Short-Term Global stockholder who is to the knowledge of Short-Term Global an affiliate of Short-Term Global on such date.

      (b) All covenants, agreements, representations and warranties made under this Agreement and any certificates delivered pursuant to this Agreement shall be deemed to have been material and relied upon by each of the parties, notwithstanding any investigation made by them or on their behalf.

      (c) Any notice, report or demand required or permitted by any provision of this Agreement shall be in writing and shall be made by hand delivery, prepaid certified mail or overnight service, addressed to Short-Term Global, MLIM Fund or FAM Trust, in each case at 800 Scudders Mill Road, Plainsboro, New Jersey 08536, Attn: Terry K. Glenn, President.

      (d) This Agreement supersedes all previous correspondence and oral communications between the parties regarding the Reorganization, constitutes the only understanding with respect to the Reorganization, may not be changed except by a letter of agreement signed by each party and shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said state.

      (e) Copies of the Articles of Incorporation, as amended and supplemented, of Short-Term Global and of MLIM Fund are on file with the Department of Assessments and Taxation of the State of Maryland, and notice is hereby given that this instrument is executed on behalf of the Directors of each Fund.

      (f) Copies of the Declaration of Trust, as amended and supplemented, of FAM Trust, are on file with the Secretary of State of the State of Delaware, and notice is hereby given that this instrument is executed on behalf of the Trustees of FAM Trust.

      (g) No trustee, officer, employee or agent of FAM Trust when acting in such capacity shall be subject to any personal liability whatsoever, in his or her individual capacity, to any person in connection with the affairs of FAM Trust; and all such persons shall look solely to FAM Trust’s property for satisfaction of claims of any nature against a trustee, officer, employee or agent of FAM Trust in connection with the affairs of FAM Trust.

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      This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original but all such counterparts together shall constitute but one instrument.

MERRILL LYNCH INVESTMENT MANAGERS FUNDS, INC.

By:  /s/ DONALD C. BURKE

(DONALD C. BURKE, VICE PRESIDENT AND TREASURER)

ATTEST:

/s/ PHILLIP S. GILLESPIE

(PHILLIP S. GILLESPIE, SECRETARY)

MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

By:  /s/ DONALD C. BURKE

(DONALD C. BURKE, VICE PRESIDENT AND TREASURER)

ATTEST:

/s/ PHILLIP S. GILLESPIE

(PHILLIP S. GILLESPIE, SECRETARY)

FUND ASSET MANAGEMENT MASTER TRUST

By:  /s/ DONALD C. BURKE

(DONALD C. BURKE, VICE PRESIDENT AND TREASURER)

ATTEST:

/s/ PHILLIP S. GILLESPIE

(PHILLIP S. GILLESPIE, SECRETARY)

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EXHIBIT II

SECURITY OWNERSHIP

      To the knowledge of Short-Term Global, the following persons or entities owned beneficially or of record 5% or more of any class of Short-Term Global’s outstanding shares as of the Record Date.

Short-Term Global

Percentage of Class Owned

Owned

Stockholder Name and Address*

Class A

Class B

Class C

Class D

Beneficially

Of Record

MLPF & S CUST FPO JAMES I PETERS JR IRA FBO JAMES I PETERS JR

28.33

%

X

NEW YORK UNIV STERN MICHAEL PRICE STUDENT INVST SMALL CAP

22.51

%

X

MLPF & S CUST FPO MARGARET BURKE IRRA FBO MARGARET BURKE

8.93

%

X

MLPF & S CUST FPO JAMES E DIXON IRRA FBO JAMES E DIXON

8.80

%

X

MLPF & S CUST FPO MANNING E MOODY JR IRRA FBO MANNING E MOODY JR

5.70

%

X

MLPF & S CUST FPO ALBERT FOX IRA FBO ALBERT FOX

5.55

%

X

MARGARET BURKE

5.49

%

X

MLPF & S CUST FPO JANET M ROBINETTE IRA FBO JANET M ROBINETTE

5.14

%

X

*  Unless otherwise indicated, the address for each stockholder listed above is: c/o Merrill Lynch Short-Term Global Income Fund, Inc., 800 Scudders Mill Road, Plainsboro, New Jersey 08536.

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     To the knowledge of Low Duration Fund, the following persons or entities owned beneficially or of record 5% or more of any class of Low Duration Fund’s shares as of the Record Date:

Low Duration Fund

	Percentage of Class Owned								Owned
Stockholder Name and Address*	Class A			Class B	Class C	Class D			Beneficially	Of Record
ROBERT I KNIGHT TTEE U/A DTD 10/06/1998 BY ALLEN C DUNNING IRREV LIFE		7.32	%								X
MRS KATE BLANTON DEMPSEY AND MR GILBERT F DUKES JTWROS		6.38	%								X
JOHN RYAN AND SUSAN RYAN JTWROS		5.89	%								X
WALTER A DODS TTEE U/A DTD 01/20/1977 BY WALTER A DODS REV LIV TRUST							21.48	%			X
RONALD MCINTYRE							9.44	%			X
JOSEPH R GARAPPOLO AND KAREN A GARAPPOLO JTWROS							8.81	%			X
RICHARD A NEWELL AND KAREN R SILVA JTWROS							8.69	%			X

*  Unless otherwise indicated, the address for each stockholder listed above is: c/o Merrill Lynch Investment Managers Funds, Inc., 800 Scudders Mill Road, Plainsboro, New Jersey 08536.

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STATEMENT OF ADDITIONAL INFORMATION

MERRILL LYNCH LOW DURATION FUND of

MERRILL LYNCH INVESTMENT MANAGERS FUNDS, INC.

P.O. Box 9011

Princeton, New Jersey 08543-9011

(609) 282-2800

      This Statement of Additional Information is not a prospectus and should be read in conjunction with the Proxy Statement and Prospectus of Merrill Lynch Short-Term Global Income Fund, Inc. (“Short-Term Global”) and Merrill Lynch Investment Managers Funds, Inc. (“MLIM Fund”), on behalf of Merrill Lynch Low Duration Fund (“Low Duration Fund”), dated March 27, 2002 (the “Proxy Statement and Prospectus”), which has been filed with the Securities and Exchange Commission and can be obtained, without charge, by calling MLIM Fund at 1-800-995-6526, or by writing to MLIM Fund at the above address. This Statement of Additional Information has been incorporated by reference into the Proxy Statement and Prospectus.

      Further information about Low Duration Fund is contained in the Statement of Additional Information of Low Duration Fund, dated October 26, 2001 (the “Low Duration Fund Statement”), which is incorporated by reference into and accompanies this Statement of Additional Information.

      The Commission maintains a web site (http://www.sec.gov) that contains the prospectus relating to Short-Term Global, the statement of additional information relating to Short-Term Global, the prospectus of Low Duration Fund, the Low Duration Fund Statement, other material incorporated by reference and other information regarding Low Duration Fund and Short-Term Global.

The date of this Statement of Additional Information is March 27, 2002

TABLE OF CONTENTS

General Information	2
Financial Statements	2
Information Pertaining to Board Members and Officers of MLIM Fund	3
Pro Forma Combined Schedule of Investments (unaudited)	F-1
Pro Forma Combined Schedule of Assets and Liabilities (unaudited)	F-9
Pro Forma Combined Statement of Operations (unaudited)	F-11
Notes to Pro Forma Combined Financial Statements (unaudited)	F-13

GENERAL INFORMATION

      Stockholders of Short-Term Global are being asked to approve a series of transactions in which (i) FAM Trust, on behalf of Low Duration Master Portfolio, will acquire substantially all of the assets, and will assume substantially all of the liabilities of Short-Term Global in exchange solely for an equal aggregate value of beneficial interests in Low Duration Master Portfolio, (ii) then MLIM Fund, on behalf of Low Duration Fund, will acquire substantially all of the assets and assume substantially all of the liabilities of Short-Term Global (consisting of beneficial interests in Low Duration Master Portfolio of FAM Trust) in exchange solely for an equal aggregate value of newly issued shares, with a par value of $.01 per share, of Low Duration Fund, and (iii) the shares of Low Duration Fund will be distributed to the stockholders of Short-Term Global in return for their shares of common stock, par value $.10 per share, of Short-Term Global, including shares of common stock of Short-Term Global held for dividend reinvestment in the book deposit accounts of the holders of common stock of Short-Term Global, in liquidation of Short-Term Global. Thereafter, Short-Term Global will be dissolved under Maryland law and its registration will be terminated under the Investment Company Act. The transactions described in this paragraph are collectively referred to as the “Reorganization.” A special meeting of the stockholders of Short-Term Global will be held at the offices of Merrill Lynch Investment Managers, L.P., 800 Scudders Mill Road, Plainsboro, New Jersey on April 25, 2002 at 10:00 a.m. Eastern time.

      For detailed information about the Reorganization, stockholders of Short-Term Global should refer to the Proxy Statement and Prospectus. For further information about Low Duration Fund, stockholders should refer to the Low Duration Fund Statement, which accompanies this Statement of Additional Information and is incorporated by reference herein.

FINANCIAL STATEMENTS

      Pro forma financial statements reflecting consummation of the Reorganization are included herein.

Low Duration Fund

      Audited financial statements and accompanying notes for the fiscal year ended June 30, 2001 and the independent auditors’ report thereon, dated August 17, 2001, of Low Duration Fund are incorporated herein by reference from Low Duration Fund’s Annual Report to Stockholders, which accompanies this Statement of Additional Information. Unaudited financial statements for the six months ended December 31, 2001 are incorporated herein by reference from Low Duration Fund’s Semi-Annual Report to Stockholders, which accompanies this Statement of Additional Information.

Short-Term Global

      Audited financial statements and accompanying notes for the fiscal year ended December 31, 2001 and the independent auditors’ report thereon, dated February 14, 2002, of Short-Term Global are incorporated herein by reference from Short-Term Global’s Annual Report to Stockholders, which accompanies this Statement of Additional Information.

SAI-2

INFORMATION PERTAINING TO BOARD MEMBERS OF MLIM FUND

      Certain biographical and other information relating to each Board Member who is not an “interested person” (as defined in the Investment Company Act) of MLIM Fund, is set forth below:

	Position(s) Held		Term of Office
Name, Address and	with MLIM		and Length of	Principal Occupation During	Number of MLIM/FAM-	Public
Age of Board Member	Fund		Time Served	Past Five years	Advised Funds Overseen	Directorships
Joe Grills (66)* P.O. Box 98 Rapidan, Virginia 22733		Director	Director since 2000	Member of the Committee of Investment of Employee Benefit Assets of the Association of Financial Professionals (“CIEBA”) since 1986; Member of CIEBA’s Executive Committee since 1988 and its Chairman from 1991 to 1992; Assistant Treasurer of International Business Machines Corporation (“IBM”) and Chief Investment Officer of IBM Retirement Funds from 1986 to 1993; Member of the Investment Advisory Committee of the State of New York Common Retirement Funds since 1989; Member of the Investment Advisory Committee of the Howard Hughes Medical Institute from 1997 to 2000; Director, Duke Management Company since 1992 and Vice Chairman thereof since 1998; Director, LaSalle Street Fund from 1995 to 2001; Member of the Investment Advisory Committee of the Virginia Retirement System since 1998; Director, Montpelier Foundation since 1998 and its Vice Chairman since 2000; Member of the Investment Committee of the Woodberry Forest School since 2000; Member of the Investment Committee of the National Trust for Historic Preservation since 2000.	49 registered investment companies consisting of 78 portfolios	Kimco Realty Corporation

SAI-3

	Position(s) Held		Term of Office
Name, Address and	with MLIM		and Length of	Principal Occupation During	Number of MLIM/FAM-	Public
Age of Board Member	Fund		Time Served	Past Five years	Advised Funds Overseen	Directorships
Madeleine Kleiner (50)* 9336 Civic Center Drive Beverly Hills, CA 90210		Director	Director since 2000	Executive Vice President and General Counsel, Hilton Hotels Corporation since 2001; Senior Executive Vice President, Chief Administrative Officer and General Counsel, H.F. Ahmanson & Company and Home Savings of America (banking company) from 1995 to 1998; Partner, Gibson, Dunn & Crutcher (law firm) from 1983 to 1995.	4 registered investment companies consisting of 11 portfolios		None
Richard H. West (63)* Box 604 Genoa, Nevada 89411		Director	Director since 2000	Professor of Finance since 1984, Dean from 1984 to 1993 and currently Dean Emeritus of New York University Leonard N. Stern School of Business Administration.	50 registered investment companies consisting of 66 portfolios	Bowne & Co., Inc. (financial printers) Vornado Realty Trust, Inc. (real estate holding company) Alexander’s Inc. (real estate company)

*  Each Board Member is a director, trustee or member of an advisory board of certain other investment companies for which FAM or MLIM acts as investment adviser and is a member of the Audit and Nominating Committee of each Board on which he or she currently serves as a Board Member.

SAI-4

     Certain biographical and other information relating to the officers of MLIM Fund is set forth below:

	Position(s) Held		Term of Office		Number of
Name, Address and	with MLIM		and Length of	Principal Occupation During	MLIM/FAM-Advised	Public
Age of Officers	Fund		Time Served	Past Five years	Funds Overseen	Directorships
Terry K. Glenn (61)*		President	President since 2001	Chairman (Americas Region) since 2001, and Executive Vice President since 1983 Fund Asset Management, L.P. (“FAM”) and Merrill Lynch Investment Managers, L.P. (“MLIM”) (the terms FAM and MLIM, as used herein, include their corporate predecessors); President of Merrill Lynch Mutual Funds since 1999; President of FAM Distributors, Inc. (“FAMD”) since 1986 and Director thereof since 1991; Executive Vice President and Director of Princeton Services, Inc. (“Princeton Services”) since 1993; President of Princeton Administrators, L.P. since 1988; Director of Financial Data Services, Inc. since 1985.	127 registered investment companies consisting of 184 portfolios		None
Donald C. Burke (41)*	Vice President and Treasurer		Vice President and Treasurer since 2000	First Vice President of FAM and MLIM since 1997 and the Treasurer thereof since 1999; Senior Vice President and Treasurer of Princeton Services since 1999; Vice President of FAMD since 1999; Vice President of FAM and MLIM from 1990 to 1997; Director of Taxation of MLIM since 1990.	128 registered investment companies consisting of 185 portfolios		None

SAI-5

	Position(s) Held		Term of Office		Number of
Name, Address and	with MLIM		and Length of	Principal Occupation During	MLIM/FAM-Advised	Public
Age of Officers	Fund		Time Served	Past Five years	Funds Overseen	Directorships
Philip S. Gillespie (37)*		Secretary	Secretary since 2001	Director (Legal Advisory) of MLIM since 2000; Attorney associated with FAM and MLIM from 1998 to 2000; Assistant General Counsel of Chancellor LGT Asset Management, Inc. from 1997 to 1998; Senior Counsel and Attorney in the Division of Investment Management and the Office of General Counsel of the United States Securities and Exchange Commission from 1993 to 1997.	30 registered investment companies consisting of 62 portfolios		None

*  The address of each officer listed above is P.O. Box 9011, Princeton, New Jersey 08543-9011.

SAI-6

Pro Forma Combined Schedule of Investments for

Low Duration Master Portfolio and

Merrill Lynch Short-Term Global Income Fund, Inc.

As of December 31, 2001 (unaudited)

		Value
		Low Duration		Short-Term		Pro Forma for
Principal Amount/Description/Interest Rate/Maturity		Master Portfolio††		Global		Combined Fund
Corporate Bonds & Notes — 41.78%
Airlines — .00%
	$150,000  Delta Airlines, 9.90% due 1/02/2002	$	150,000	$	—	$	150,000
Banks — 5.9%
	5,000,000  Bank of America Corporation, 4.75% due 10/15/2006		4,894,400		—		4,894,400
	5,000,000  First Security Corporation — Delaware, 5.875% due 11/01/2003		5,206,700		—		5,206,700
	5,000,000  US Bancorp, 6.875% due 12/01/2004		5,322,050		—		5,322,050
	6,500,000  Wells Fargo Company, 6.625% due 7/15/2004		6,879,340		—		6,879,340
			22,302,490		—		22,302,490
Cable Television Services — .8%
	2,940,000  Comcast Cable Communications, 6.375% due 1/30/2006		3,024,407		—		3,024,407
Defense — .9%
	3,240,000  Litton Industries Inc., 6.05% due 4/15/2003		3,313,548		—		3,313,548
Electric — Integrated — .3%
	1,000,000  Americana Electric Power, 5.50% due 5/15/2003		1,010,970		—		1,010,970
Electronics Distribution — .5%
	2,000,000  Detroit Edison Company, 5.05% due 10/01/2005		1,980,316		—		1,980,316
Financial Company — 1.8%
	1,282,000  Beta Finance Corporation, 6.625% due 7/02/2002		—		1,301,615		1,301,615
	2,325,000  General Electric Capital Corp., 6.50% due 10/04/2002		—		2,398,621		2,398,621
	3,000,000  Halifax Corporation, 4.75% due 3/01/2002		—		2,992,020		2,992,020
			—		6,692,256		6,692,256
Financial Services — 22.7%
	3,000,000  Asian Development Bank, 5.25% due 2/26/2002		—		3,016,020		3,016,020
	5,000,000  Associates Corp. NA, 5.75% due 11/01/2003		5,206,350		—		5,206,350
	3,000,000  Barclays Bank PLC, 2.62% due 9/26/2002		—		3,000,000		3,000,000
	3,000,000  Bayerische Landesbank Girozentrale, 1.89% due 6/24/2002		—		2,975,790		2,975,790
	4,475,000  Bear Stearns Companies Inc., 6.15% due 3/02/2004		4,615,738		—		4,615,738
	3,100,000  CIT Group Inc., 5.625% due 5/17/2004		3,187,265		—		3,187,265
	1,425,000  Citigroup Inc., 5.70% due 2/06/2004		1,479,079		—		1,479,079

F-1

Pro Forma Combined Schedule of Investments for

Low Duration Master Portfolio and

Merrill Lynch Short-Term Global Income Fund, Inc.

As of December 31, 2001 (unaudited) — (continued)

			Value
			Low Duration		Short-Term		Pro Forma for
Principal Amount/Description/Interest Rate/Maturity			Master Portfolio††		Global		Combined Fund
	$3,000,000  Council of Europe, 6.375% due 9/17/2002		$	—	$	3,090,120	$	3,090,120
	Countrywide Home Loan:
		1,600,000  5.25% due 5/22/2003		1,639,968		—		1,639,968
		2,400,000  5.25% due 6/15/2004		2,445,816		—		2,445,816
	1,450,000  Donaldson, Lufkin & Jenrette Inc., 6.875% due 11/01/2005			1,536,551		—		1,536,551
	Ford Motor Credit Company:
		5,750,000  5.75% due 2/23/2004		5,754,197		—		5,754,197
		4,400,000  7.60% due 8/01/2005		4,526,104		—		4,526,104
	General Motors Acceptance Corp.:
		5,000,000  7.625% due 6/15/2004		5,288,200		—		5,288,200
		4,000,000  6.85% due 6/17/2004		4,158,960		—		4,158,960
	5,700,000  Household Financial Corporation, 6.50% due 1/24/2006			5,860,113		—		5,860,113
	5,000,000  International Bank for Reconstruction and Development:
		3,000,000  6% due 12/04/2002		—		3,095,790		3,095,790
		5,630,000  16% due 1/22/2002		—		470,770		470,770
	International Lease Finance Corporation, 5.50% due 6/07/2004			5,049,600		—		5,049,600
	1,668,000  LB Baden-Wuerttemberg, 6% due 12/12/2002			—		1,720,590		1,720,590
	5,000,000  Lehman Brothers Holdings, Inc., 6.625% due 4/01/2004			5,266,750		—		5,266,750
	3,500,000  Lloyd, 3.80% due 3/19/2002			—		3,500,000		3,500,000
	Pemex Finance Ltd.:
		360,000  9.14% due 8/15/2004		375,667		—		375,667
		3,421,250  8.45% due 2/15/2007		3,591,697		—		3,591,697
	3,350,000  Salomon Inc., 6.75% due 8/15/2003			3,533,144		—		3,533,144
	3,500,000  Toyota Finance of New Zealand, 6.25% due 3/15/2002			—		1,460,927		1,460,927
				63,515,199		22,330,007		85,845,206
Foods — .3% 1,200,000  Conagra Inc., 7.40% due 9/15/2004				1,284,828		—		1,284,828
Insurance — 1.0% 3,500,000  Marsh & McLennan Companies Inc., 6.625% due 6/15/2004				3,694,600		—		3,694,600
Manufacturing — .5%
	1,725,000  Bombardier Capital Ltd., 6% due 1/15/2002(e)			1,726,646		—		1,726,646

F-2

Pro Forma Combined Schedule of Investments for

Low Duration Master Portfolio and

Merrill Lynch Short-Term Global Income Fund, Inc.

As of December 31, 2001 (unaudited) — (continued)

			Value
			Low Duration		Short-Term		Pro Forma for
Principal Amount/Description/Interest Rate/Maturity			Master Portfolio††		Global		Combined Fund
Oil — Integrated — 2.6%
	$2,400,000  Ashland Inc., 2.581% due 3/07/2003(a)		$	2,362,378	$	—	$	2,362,378
	5,250,000  Occidental Petroleum Corp. (MOPPRS), 6.40% due 4/01/2003(a)			5,367,863		—		5,367,863
	2,000,000  Williams Companies Inc., 6.20% due 8/01/2002			2,024,840		—		2,024,840
				9,755,081		—		9,755,081
Pipelines — .5%
	1,850,000  Mapco Inc., 8.70% due 5/15/2002			1,888,702		—		1,888,702
Real Estate Investment Trust — .3%
	1,000,000  Avalonbay Communities, 6.58% due 2/15/2004			1,011,670		—		1,011,670
Telecommunications — 1.4%
	5,000,000  WorldCom, Inc., 7.55% due 4/01/2004			5,244,050		—		5,244,050
Telephone — 1.3%
	5,000,000  Qwest Capital Funding, 5.875% due 8/03/2004			4,949,485		—		4,949,485
Trucking & Leasing — 1.0%
	3,650,000  Amerco, 8.80% due 2/04/2005			3,741,688		—		3,741,688
Total Corporate Bonds & Notes				128,593,680		29,022,263		157,615,943
Government Agency Mortgage-Backed Securities — 2.4%**
Collateralized Mortgage Obligation — 2.4%
	Fannie Mae:
		712,102  1993-6 S, 19.495% due 1/25/2008(a)		845,954		—		845,954
		30,000  1994-60 D, 7% due 4/25/2024		30,106		—		30,106
		87,918  1997-59 SU, 11.119% due 9/25/2023(a)		87,841		—		87,841
		2,750,000  G94-9 PH, 6.50% due 9/17/2021		2,857,552		—		2,857,552
	Freddie Mac:
		653,042  1241J, 7% due 9/15/2021		657,229		—		657,229
		142,184  1564 SB, 10.66% due 8/15/2008(a)		143,785		—		143,785
		71,000  1617 D, 6.50% due 11/15/2023(c)		68,283		—		68,283
		267,806  2295 SJ, 19.189% due 3/15/2031(a)		274,034		—		274,034
		4,000,000  GNMA 2001-7 TV, 6% due 2/20/2025		4,090,000		—		4,090,000
				9,054,784		—		9,054,784
Stripped Mortgage-Backed Securities — .00%
	Fannie Mae(b):
		14,370  1993-72 J, 6.50% due 12/25/2006		75		—		75
		395,033  1998-48 CL, 6.50% due 8/25/2028		32,722		—		32,722
				32,797		—		32,797
Total Government Agency Mortgage-Backed Securities				9,087,581		—		9,087,581

F-3

Pro Forma Combined Schedule of Investments for

Low Duration Master Portfolio and

Merrill Lynch Short-Term Global Income Fund, Inc.

As of December 31, 2001 (unaudited) — (continued)

			Value
			Low Duration		Short-Term		Pro Forma for
Principal Amount/Description/Interest Rate/Maturity			Master Portfolio††		Global		Combined Fund
Government Agency Obligations — 12.2%
	$2,219,671  Fannie Mae, 6% due 10/25/2013		$	2,275,385	$	—	$	2,275,385
	9,280,000  Federal Farm Credit Bank, 5.15% due 3/05/2004			9,597,562		—		9,597,562
		10,900,000  Federal Home Loan Bank, 5.123% due 1/13/2003		11,177,623		—		11,177,623
	Freddie Mac:
		20,000,000  3.25% due 12/15/2003		19,990,600		—		19,990,600
		2,980,718   6% due 11/15/2011		3,023,163		—		3,023,163
Total Government Agency Obligations				46,064,333		—		46,064,333
Government Obligations — 7.0%
Sovereign Government Obligations — 1.8%
	3,360,000  Kingdom of Belgium, 6.50% due 3/25/2002			—		3,394,272		3,394,272
	3,000,000  United Kingdom, 7.25% due 12/09/2002			—		3,134,265		3,134,265
				—		6,528,537		6,528,537
Sovereign/Regional Government Obligations — 5.2%
	3,000,000  Autobahn Schnell, 7.375% due 2/28/2002			—		3,026,970		3,026,970
	5,000,000  Dexia Municipal Agency, 3.50% due 2/11/2002			—		4,990,700		4,990,700
	6,450,000  Fannie Mae, 5.125% due 2/13/2004			—		6,670,719		6,670,719
	5,000,000  Nederlandse Waterschapbs, 1.90% due 3/11/2002			—		4,984,400		4,984,400
				—		19,672,789		19,672,789
Total Government Obligations				—		26,201,326		26,201,326
Non-Agency Mortgage — Backed Securities — 31.4%
Asset-Backed Securities — 19.0%
	5,000,000  ARNC Auto Owner Trust, 2001-A A3, 3.76% due 10/17/2005			5,026,925		—		5,026,925
	1,699,639  Asset Backed Funding Certificates, 1999-1 A2F, 7.641% due 10/25/2030			1,778,877		—		1,778,877
	2,794,854  Banc of America Commercial Mortgage Inc., 2000-1, AIA, 7.109% due 11/15/2008			2,964,885		—		2,964,885
	204,829  CPS Auto Trust, 1998-1 A, 6% due 8/15/2003			204,664		—		204,664
	Centex Home Equity:
		3,296,000  2001-B A2, 5.35% due 10/25/2022		3,353,680		—		3,353,680
	4,000,000  2001-C A2, 3.94% due 2/25/2025			3,980,549		—		3,980,549
	1,612,611  CityScape Home Equity Loan Trust, 1996-4 A10, 7.40% due 9/25/2027			1,681,683		—		1,681,683
	583,062  Countrywide Home Equity Loan Trust, 1999-A, 2.14% due 4/15/2025(a)			583,066		—		583,066
	5,000,000  Daimler Chrysler Auto Trust, 2001-D A4, 3.78% due 2/06/2007			4,894,733		—		4,894,733

F-4

Pro Forma Combined Schedule of Investments for

Low Duration Master Portfolio and

Merrill Lynch Short-Term Global Income Fund, Inc.

As of December 31, 2001 (unaudited) — (continued)

			Value
			Low Duration		Short-Term		Pro Forma for
Principal Amount/Description/Interest Rate/Maturity			Master Portfolio††		Global		Combined Fund
	Duck Auto Grantor Trust:
		$2,003,053  2000-B A, 7.26% due 5/15/2005	$	2,023,396	$	—	$	2,023,396
		744,043  2001-B A, 4.73% due 10/17/2005		756,249		—		756,249
	2,521,619  First Union-Lehman Brothers Commercial Mortgage, 1997-C1 A1, 7.15% due 4/18/2029			2,610,983		—		2,610,983
	1,200,766  First Union NB-Bank of America Commercial Mortgage Trust, 2001-C1 A1, 5.711% due 3/15/2033			1,179,565		—		1,179,565
	4,427,739  GS Mortgage Securities Corporation II, 1998-C1 A1, 6.06% due 10/18/2030			4,569,146		—		4,569,146
	1,156,306  Green Tree Recreational, Equipment & Consumer Trust, 1996-C A1, 2.136% due 10/15/2017(a)			1,157,243		—		1,157,243
	2,500,000  Harley-Davidson Motorcycle Trust, 2001-2 A2, 4.72% due 6/15/2009			2,535,408		—		2,535,408
	2,250,000  IndyMac Home Equity Loan Asset-Backed Trust, 2001-B AF3, 5.692% due 3/25/2027			2,291,836		—		2,291,836
	5,000,000  John Deere Owner Trust, 2001-A A3, 3.26% due 10/17/2005			4,968,201		—		4,968,201
	2,590,000  M & I Auto Loan Trust, 2001-1 A4, 4.97% due 3/20/2007			2,625,309		—		2,625,309
	2,750,000  Nomura Asset Securities Corporation, 1995-MD3 A1B, 8.15% due 3/04/2020			2,977,080		—		2,977,080
	6,595,000  PSE&G Transition Funding LLC, 2001-1 A2, 5.74% due 3/15/2007			6,854,108		—		6,854,108
	Resolution Trust Corporation:
		5,517,423  1994-C1 E, 8% due 6/25/2026		5,492,675		—		5,492,675
		1,633,229  1994-C1 F, 8% due 6/25/2026		1,625,902		—		1,625,902
		3,527,996  1994-C2 G, 8% due 4/25/2025		3,510,356		—		3,510,356
	2,000,000  USAA Auto Owner Trust, 2001-2 A3, 3.20% due 2/15/2006			1,985,846		—		1,985,846
				71,632,365		—		71,632,365
Collateralized Mortgage Obligation — 12.1% 315,324  Advanta Mortgage Loan Trust, 1998-2
		A17, 6.05% due 9/25/2018		321,688		—		321,688
	Bank of America Mortgage Securities:
		2,914,822  2000-A A1, 6.948% due 1/25/2031(a)		2,973,119		—		2,973,119
		3,950,000  2001-B A2, 6.069% due 6/25/2031		3,979,625		—		3,979,625
	406,176  Blackrock Capital Finance L.P., 1997-R2 AP, 9.529% due 12/25/2035(a)			426,421		—		426,421
	CS First Boston Mortgage Securities Corporation:
		9,329,959  1995-WFI, AX, 1.338% due 12/21/2027(a)(b)		141,951		—		141,951
		5,000,000  2001-CK6 A1, 4.393% due 7/15/2006		5,000,000		—		5,000,000

F-5

Pro Forma Combined Schedule of Investments for

Low Duration Master Portfolio and

Merrill Lynch Short-Term Global Income Fund, Inc.

As of December 31, 2001 (unaudited) — (continued)

			Value
			Low Duration		Short-Term		Pro Forma for
Principal Amount/Description/Interest Rate/Maturity			Master Portfolio††		Global		Combined Fund
	$5,063,762  Chase Commercial Mortgage Securities Corporation, 1998-2 A1, 6.025% due 11/18/2030		$	5,211,754	$	—	$	5,211,754
	1,626,891  Chase Mortgage Finance Corporation, 1998-S4 A3, 6.55% due 8/25/2028			1,651,066		—		1,651,066
	526,164  Citicorp Mortgage Securities, Inc., 1994-4 A6, 6% due 2/25/2009			533,830		—		533,830
	4,000  Countrywide Funding Corp., 1994-17, A9, 8% due 7/25/2024			4,193		—		4,193
	Countrywide Home Loans:
		49,064  1998-3 A1, 6.80% due 4/25/2028		49,490		—		49,490
		1,691,553  2001-1 A1, 7.50% due 2/25/2030		1,703,343		—		1,703,343
	8,138  Equicon Home Equity Loan Trust, 1994-2 A7, 2.65% due 11/18/2025(a)			8,139		—		8,139
	5,984,000  GE Capital Mortgage Services, Inc., 1996-5 A4, 6.75% due 3/25/2011			6,111,638		—		6,111,638
	146,536  Housing Securities Inc., 1994-2 B1, 6.50% due 7/25/2009			111,230		—		111,230
	1,444,336  Ocwen Residential MBS Corporation, 1998-R2 AP, 7.777% due 11/25/2034(a)(c)			1,427,636		—		1,427,636
	607,522  PNC Mortgage Securities Corp., 1997-3 1A5, 7% due 5/25/2027			606,933		—		606,933
	51,770  Prudential Home Mortgage Securities, 1993-36 A10, 7.25% due 10/25/2023			51,826		—		51,826
	Residential Funding Mortgage Securities I:
		8,215,392  2001-S15 A8, 6% due 7/25/2031		8,281,691		—		8,281,691
		4,625,956  2001-S24 A8, 5.50% due 10/25/2031		4,590,752		—		4,590,752
	46,510  Residential Funding Mortgage Securities Inc., 1993-S9 AB, 17.063% due 2/25/2008(a)			52,517		—		52,517
	151,183  Salomon Brothers Mortgage Securities VI, 1986-1 A, 6% due 12/25/2011			152,315		—		152,315
	Structured Mortgage Asset Residential Trust:
		20,759  1991-1H, 8.25% due 6/25/2022		21,773		—		21,773
		48,221  1992-3A AA, 8% due 10/25/2007		50,421		—		50,421
		34,571  1993-5A AA, 10.191% due 6/25/2024(a)		38,397		—		38,397
	418,868  Walsh Acceptance, 1997-2 A, 2.93% due 3/01/2027(a)			251,321		—		251,321
	1,900,000  Washington Mutual, 2000-1 B1, 5.93% due 1/25/2040(a)(e)			1,866,453		—		1,866,453
				45,619,522		—		45,619,522
Pass-Through Securities — .00% 170,294  Citicorp Mortgage Securities, Inc., 1989-8
		A1, 10.50% due 6/25/2019		186,746		—		186,746

F-6

Pro Forma Combined Schedule of Investments for

Low Duration Master Portfolio and

Merrill Lynch Short-Term Global Income Fund, Inc.

As of December 31, 2001 (unaudited) — (continued)

		Value
		Low Duration			Short-Term		Pro Forma for
Principal Amount/Description/Interest Rate/Maturity		Master Portfolio††			Global		Combined Fund
Stripped Mortgage-Backed Securities — .3%
	$37,040,250  Asset Securitization Corporation, 1997-D5, ACS1, 2.091% due 2/14/2043(a)(b)	$	377,381		$	—	$	377,381
	16,200,000  Saxon Asset Securities Trust, 2000-2 AIO, 6% due 7/25/2030(b)		784,688			—		784,688
			1,162,069			—		1,162,069
Total Non-Agency Mortgage-Backed Securities			118,600,702			—		118,600,702
U.S. Treasury Obligations — 1.7%
Government National Notes — 1.7%
	6,300,000  US Treasury Notes, 4.75% due 2/15/2004		6,504,750			—		6,504,750
Total U.S. Treasury Obligations			6,504,750			—		6,504,750
Short-Term Investments — 1.0%
Commercial Paper* — 1.0%
	3,944,000  Textron Finance Corporation, 2.30% due 1/11/2002		3,941,766			—		3,941,766
Total Short-Term Investments			3,941,766			—		3,941,766
Shares/Description
Preferred Stocks — .3%
	1,500  Home Ownership Funding 2(c)		1,031,156			—		1,031,156
Total Preferred Stocks			1,031,156			—		1,031,156
Total Investments (Cost — $367,968,578) — 97.8%			313,823,968			55,223,589		369,047,557
Unrealized Appreciation on Forward Foreign Exchange Contracts† — .00%			—			92,354		92,354
Time Deposit — .00%			142,239			—		142,239
Receivables and other Assets in Excess of Liabilities/ (Liabilities in Excess of other Assets) — 2.2%			(1,106,793	)		9,514,527		7,445,786	****
Net Assets — 100.0%		$	312,859,414		$	64,830,470	$	376,727,936	****

(a)	Floating rate note.
(b)	Represents the interest only portion of a mortgage-backed obligation.
(c)	The security may be offered and sold to “qualified institutional buyers” under Rule 144A of the Securities Act of 1933.
*	Commercial Paper is traded on a discount basis; the interest rate shown reflects the discount rate paid at the time of purchase by the Fund.

**      Mortgage-Backed Obligations are subject to principal paydowns as a result of prepayments or refinancing of the underlying mortgage instruments. As a result, the average life may be substantially less than the original maturity.

***  Time deposit bears interest at 0.55% and matures on 1/02/2002.

**** Reflects Pro Forma adjustments to the Statement of Assets and Liabilities for Short-Term Global Income.

††  Low Duration Fund’s pro rata portion of the investments are $96.7 million as of December 31, 2001.

F-7

Pro Forma Combined Schedule of Investments for

Low Duration Master Portfolio and

Merrill Lynch Short-Term Global Income Fund, Inc.

As of December 31, 2001 (unaudited) — (concluded)

†  Forward foreign exchange contracts as of December 31, 2001 were as follows:

Foreign Currency Sold	Settlement Date		Unrealized Appreciation (Depreciation)
NZ $3,500,000		January 2002	$	(9,485	)
ZAR 6,000,000		January 2002		101,839
Total Unrealized Appreciation on Forward Foreign Exchange Contracts — Net (US$ Commitment — $2,048,561)			$	92,354

See Notes to Pro Forma Combined Financial Statements (unaudited).

F-8

Pro Forma Combined Statement of Assets and Liabilities

For Merrill Lynch Low Duration Fund

And Merrill Lynch Short-Term Global Income Fund, Inc.

As of December 31, 2001 (unaudited)

      The following unaudited Pro Forma Combined Statement of Assets and Liabilities has been derived from the Statements of Assets and Liabilities of the respective Funds at December 31, 2001 and such information has been adjusted to give effect to the Reorganization as if the Reorganization had occurred at December 31, 2001. The pro forma Combined Statement of Assets and Liabilities is presented for informational purposes only and does not purport to be indicative of the financial condition that actually would have resulted if the Reorganization had been consummated at December 31, 2001. The Pro Forma Combined Statement of Assets and Liabilities should be read in conjunction with the financial statements and related notes of Merrill Lynch Low Duration Fund included in its Annual Report to Stockholders for the fiscal year ended June 30, 2001 and in its Semi-Annual Report to Stockholders for the six months ended December 31, 2001, which are incorporated herein by reference, and the financial statements and related notes of Merrill Lynch Short-Term Global Income Fund, Inc. included in its Annual Report to Stockholders for the fiscal year ended December 31, 2001, which is incorporated herein by reference.

		Low Duration		Short-Term					Pro Forma for
		Fund		Global		Adjustments			Combined Fund
Assets:
Investments in Low Duration Master Portfolio, at value (identified cost — $97,143,678)		$	96,683,448		—	$	55,223,589		$	151,907,037
Investments, at value (identified cost — $55,435,160)			—	$	55,223,589		(55,223,589	)		—
Unrealized appreciation on forward foreign exchange contracts			—		92,354					92,354
Cash			—		8,854,368					8,854,368
Interest receivable			—		979,622					979,622
Prepaid registration fees and other assets			24,206		118,533					142,739
Total assets			96,707,654		65,268,466					161,976,120
Liabilities:
Payables:
	Capital shares redeemed		—		260,508					260,508
	Dividends to shareholders		215,821		40,442		902,117	(1)		1,158,380
	Distributor		54,023		17,676					71,699
	Investment advisor		—		26,944					26,944
	Administrator		5,896		—					5,896
Accrued expenses and other liabilities			37,644		92,426		208,200	(1)		338,270
Total liabilities			313,384		437,996		1,110,317			1,861,697
Net Assets:
Net Assets		$	96,394,270	$	64,830,470	$	(1,110,317	)	$	160,114,423

F-9

Pro Forma Combined Statement of Assets and Liabilities

For Merrill Lynch Low Duration Fund

And Merrill Lynch Short-Term Global Income Fund, Inc.

As of December 31, 2001 (unaudited) — (concluded)

		Low Duration			Short-Term						Pro Forma for
		Fund			Global			Adjustments			Combined Fund
Net Assets Consist of:
Class A Common Stock, at par value*, 100,000,000 shares authorized		$	11,338		$	3,709		$	(3,424	)	$	11,623
Class B Common Stock, at par value*, 200,000,000 shares authorized			31,469			121,629			(112,449	)		40,649
Class C Common Stock, at par value*, 100,000,000 shares authorized			45,035			5,873			(5,436	)		45,472
Class D Common Stock, at par value*, 100,000,000 shares authorized			6,193			695,439			(643,012	)		58,620
Paid-in capital in excess of par			96,631,909			67,903,827			556,121			165,091,857
Undistributed (accumulated) investment income (loss) — net			(19,813	)		753,748			(753,748	)		(19,813	)
Undistributed realized capital gains on investments from the Portfolio — net			148,369			—			(148,369	)		—
Accumulated realized capital losses on investments and foreign currency transactions — net			—			(4,506,196	)					(4,506,196	)
Unrealized depreciation on investments from the Portfolio — net			(460,230	)		—						(460,230	)
Unrealized depreciation on investments and foreign currency transactions — net			—			(147,559	)					(147,559	)
Net assets		$	96,394,270		$	64,830,470		$	(1,110,317	)	$	160,114,423
Net Asset Value:
Class A:
	Net assets	$	11,649,923		$	296,587		$	(22,331	)	$	11,924,179
	Shares outstanding		1,133,846			37,094			(8,613	)		1,162,327
	Net Asset Value	$	10.27		$	8.00					$	10.26
Class B:
	Net assets	$	32,248,283		$	9,534,544		$	(191,109	)	$	41,591,718
	Shares outstanding		3,146,903			1,216,287			(298,257	)		4,064,933
	Net Asset Value	$	10.25		$	7.84					$	10.23
Class C:
	Net Assets	$	46,138,182		$	453,846		$	(77,750	)	$	46,514,278
	Shares outstanding		4,503,454			58,730			(15,021	)		4,547,163
	Net Asset Value	$	10.25		$	7.73					$	10.23
Class D:
	Net Assets	$	6,357,882		$	54,545,493		$	(819,127	)	$	60,084,248
	Shares outstanding		619,346			6,954,388			(1,711,697	)		5,862,037
	Net Asset Value	$	10.27		$	7.84					$	10.25
* Par value		$	0.01		$	0.10					$	0.01

(1)  Reflects the charge for estimated Reorganization expenses of $208,200 attributable to Short-Term Global and assumes the distribution of undistributed realized capital gains on investments from the Portfolio of $148,369 attributable to Low Duration Fund and the distribution of undistributed net investment income of $753,748 attributable to Short-Term Global. The estimated Reorganization expenses of $150,700 attributable to Low Duration Fund will be paid for by Fund Asset Management, L.P.

See Notes to Pro Forma Combined Financial Statements (unaudited).

F-10

Pro Forma Combined Statement of Operations for

Merrill Lynch Low Duration Fund

Merrill Lynch Short-Term Global Income Fund, Inc.

For the Period January 1, 2001 to December 31, 2001

(unaudited)

      The following unaudited Pro Forma Combined Statement of Operations has been derived from the Statements of Operations of the respective Funds for the period January 1, 2001 to December 31, 2001, and such information has been adjusted to give effect to the Reorganization as if the Reorganization had occurred on December 31, 2001. The Pro Forma Statement of Operations is presented for informational purposes only and does not purport to be indicative of the results of operations that actually would have resulted if the Reorganization had been consummated December 31, 2001 nor which may result from future operations. The Pro Forma Combined Statement of Operations should be read in conjunction with the financial statements and related notes of Merrill Lynch Low Duration Fund included in its Annual Report to Stockholders for the fiscal year ended June 30, 2001 and in its Semi-Annual Report to Stockholders for the six months ended December 31, 2001, which are incorporated herein by reference, and the financial statements and related notes of Merrill Lynch Short-Term Global Income Fund, Inc. included in its Annual Report to Stockholders for the fiscal year ended December 31, 2001, which is incorporated herein by reference.

		Low									Pro Forma
		Duration			Short-Term						for
		Fund			Global			Adjustments(1)			Combined Fund(2)
Net Investment Income:
	Interest	$	1,462,311	*	$	3,388,472					$	4,850,783
	Dividends**		20,476	*		—						20,476
	Expenses		(78,723	)*		—						(78,723	)
Net investment income			1,404,064			3,388,472						4,792,536
Expenses:
	Investment advisory fees		—			384,016						384,016	(3)
	Account maintenance and distribution fees — Class B		85,936			162,377						248,313
	Registration fees		80,830			68,680		$	(68,680	)		80,830
	Transfer agent fees — Class D		575			131,202						131,777
	Professional fees		12,964			109,259			(109,259	)		12,964
	Account maintenance fees — Class D		3,369			118,785						122,154
	Account maintenance and distribution fees — Class C		102,932			2,576						105,508
	Accounting services		353			100,943						101,296	(3)
	Transfer agent fees — Class B		4,949			70,861						75,810
	Printing and shareholder reports		23,249			52,103			(9,352	)		66,000
	Administration fees		62,871			—						62,871
	Offering costs		55,354			—			(55,354	)		—
	Custodian fees		—			20,475						20,475	(3)
	Directors’ fees and expenses		—			18,694						18,694	(3)
	Transfer agent fees — Class C		5,701			1,027						6,728
	Pricing fees		—			2,306						2,306	(3)
	Transfer agent fees — Class A		1,343			908						2,251
	Other		6,116			15,227			(15,227	)		6,116
	Total expenses before reimbursement		446,542			1,259,439			(257,872	)		1,448,109
	Reimbursement of expenses		(187,089	)		(34,911	)					(222,000	)
	Total expenses after reimbursement		259,453			1,224,528			(257,872	)		1,226,109
	Investment income — net		1,144,611			2,163,944			257,872			3,566,427

F-11

Pro Forma Combined Statement of Operations for

Merrill Lynch Low Duration Fund

Merrill Lynch Short-Term Global Income Fund, Inc.

For the Period January 1, 2001 to December 31, 2001

(unaudited) — (concluded)

			Low								Pro Forma
			Duration			Short-Term					for
			Fund			Global			Adjustments(1)		Combined Fund(2)
Realized and Unrealized Gain(Loss) on Investments & Foreign Currency Transactions — Net*:
	Realized gain (loss) on:
		Investments — net		205,149			548,120					753,269
		Foreign currency transactions — net		—			(1,221,030	)				(1,221,030	)
	Change in unrealized appreciation/ depreciation on:
		Investments — net		(460,679	)		(246,473	)				(707,152	)
		Foreign currency transactions — net		—			1,118,703					1,118,703
Net Increase in Net Assets Resulting from Operations			$	889,081		$	2,363,264		$	257,872	$	3,510,217
* Investment income, expenses and realized and unrealized gain (loss) for Low Duration Fund is allocated from Low Duration Master Portfolio
** Net of foreign withholding tax			$	0		$	2,406				$	2,406

(1)	Reflects the anticipated savings as a result of the Reorganization through fewer audits and consolidation of printing, legal and other services and excludes non-recurring offering expenses of $55,354 attributable to Low Duration Fund.
(2)	This Pro Forma Combined Statement of Operations excludes non-recurring estimated Reorganization expenses of $208,200 attributable to Short-Term Global. The estimated Reorganization expenses of $150,700 attributable to Low Duration Fund will be paid for by Fund Asset Management, L.P.
(3)	Expenses incurred by the Low Duration Master Portfolio which may or may not result in savings as a result of the Reorganization.

See Notes to Pro Forma Combined Financial Statements (unaudited).

F-12

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (unaudited)

1. Significant Accounting Policies:

Merrill Lynch Low Duration Fund (the “Fund”) is a fund of Merrill Lynch Investment Managers Funds, Inc. (the “Company”). The Company is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company, which is organized as a Maryland Corporation. The Fund seeks to achieve its investment objective by investing all of its assets in Low Duration Master Portfolio (the “Portfolio”) of Fund Asset Management Master Trust, which has the same investment objective as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio. The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the Schedule of Investments, should be read in conjunction with the Fund’s financial statements. The Fund’s financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require the use of management accruals and estimates. These unaudited financial statements reflect all adjustments, which are, in the opinion of management, necessary to a fair statement of the results of the period presented. All such adjustments are of a normal nature for a Reorganization. The percentage of the Portfolio owned by the Fund at December 31, 2001 was 30.9%. The Fund offers four classes of shares under the Merrill Lynch Select Pricing^SM System. Shares of Class A and Class D are sold with a front-end sales charge. Shares of Class B and Class C may be subject to a contingent deferred sales charge. All classes of shares have identical voting, dividend, liquidation and other rights and the same terms and conditions, except that Class B, Class C and Class D Shares bear certain expenses related to the account maintenance of such shares, and Class B and Class C Shares also bear certain expenses related to the distribution of such shares, and the additional incremental transfer agency costs resulting from the deferred sales charge arrangements. Each class has exclusive voting rights with respect to matters relating to its account maintenance and distribution expenditures. The following is a summary of significant accounting policies followed by the Fund.

(a) Valuation of investments — The Fund records its investment in the Portfolio at fair value. Valuation of securities held by the Portfolio is discussed in Note 1a of the Portfolio’s Notes to Financial Statements.

(b) Investment income and expenses — The Fund records daily its proportionate share of the Portfolio’s income, expenses and realized and unrealized gains and losses. In addition, the Fund accrues its own expenses.

(c) Income taxes — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to shareholders. Therefore, no Federal income tax provision is required.

(d) Prepaid registration fees — Prepaid registration fees are charged to expense as the related shares are issued.

(e) Dividends and distributions — Dividends from net investment income are declared daily and paid monthly. Distributions of capital gains are recorded on the ex-dividend dates.

(f) Investment transactions — Investment transactions in the Portfolio are accounted for on a trade date basis.

2. Transactions with Affiliates:

The Company has entered into an Administrative Services Agreement with Fund Asset Management, L.P. (“FAM”). The general partner of FAM is Princeton Services, Inc. (“PSI”), a wholly-owned subsidiary of Merrill Lynch & Co., Inc. (“ML & Co.”), which is the limited partner. The Fund pays a monthly fee at an annual rate of .25% of the Fund’s average daily net assets for the performance of administrative services (other than investment advice and related portfolio activities) necessary for the operation of the Fund. FAM has contractually agreed to pay all annual operating expenses of Class A, Class B, Class C and Class D Shares in excess of .58%, 1.48%, 1.48% and .83%, respectively, as applied to the daily net assets of each class through

F-13

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (unaudited) — (concluded)

December 31, 2001. For the six months ended December 31, 2001, FAM earned fees of $57,878, all of which was waived. Also, FAM reimbursed the Fund $10,560 for additional expenses.

The Company has also entered into a Distribution Agreement and Distributions Plans with FAM Distributors, Inc. (“FAMD” or the “Distributor”), an indirect, wholly-owned subsidiary of Merrill Lynch Group, Inc.

Pursuant to the Distribution Plans adopted by the Company in accordance with Rule 12b-1 under the Investment Company Act of 1940, the Fund pays the Distributor ongoing account maintenance and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the shares as follows:

	Account Maintenance Fee		Distribution Fee
Class B		.25%		.65%
Class C		.25%		.65%
Class D		.25%		—

Pursuant to a sub-agreement with the Distributor, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), a subsidiary of ML & Co., also provides account maintenance and distribution services to the Fund. The ongoing account maintenance fee compensates the Distributor and MLPF&S for providing account maintenance services to Class B, Class C and Class D shareholders. The ongoing distribution fee compensates the Distributor and MLPF&S for providing shareholder and distribution-related services to Class B and Class C shareholders.

Financial Data Services, Inc. (“FDS”), an indirect wholly-owned subsidiary of ML & Co., is the Fund’s transfer agent.

Certain officers and/or directors of the Company are officers and/or directors of FAM, PSI, FAMD, FDS, and/or ML & Co.

F-14

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.
7	—	Form of Distribution Agreement between the Registrant and FAM Distributors, Inc. (including form of Selected Dealer Agreement).(a)

C-1

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.*
12	—	Tax Opinion of Sidley Austin Brown & Wood LLP.(g)
13(a)(1)	—	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.*
14(b)	—	Consent of Deloitte & Touche LLP, independent auditors for Merrill Lynch Short-Term Global Income Fund, Inc.*
15	—	Not applicable.
16	—	Not applicable
17(a)	—	Prospectus, dated October 26, 2001, of Merrill Lynch Low Duration Fund.*
17(b)	—	Statement of Additional Information, dated October 26, 2001, of Merrill Lynch Low Duration Fund.*
17(c)	—	Prospectus, dated April 6, 2001, of Merrill Lynch Short-Term Global Income Fund, Inc.*
17(d)	—	Annual Report to Stockholders of Merrill Lynch Low Duration Fund, as of June 30, 2001.*
17(e)	—	Semi-Annual Report to Stockholders of Merrill Lynch Low Duration Fund, as of December 31, 2001.*
17(f)	—	Annual Report to Stockholders of Merrill Lynch Short-Term Global Income Fund, Inc., as of December 31, 2001.*
17(g)	—	Form of Proxy.*

(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).
(e)	Included as Exhibit I to the Proxy Statement and Prospectus contained in this 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).

C-2

(g)   To be filed by post-effective amendment.

*  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 27th day of March, 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.

		Title	Date
Signatures
TERRY K. GLENN* (Terry K. Glenn)		President (Principal Executive Officer)
DONALD C. BURKE* (Donald C. Burke)		Vice President and Treasurer (Principal Financial and Accounting Officer)
JOE GRILLS* (Joe Grills)		Director
MADELEINE KLEINER* (Medeleine Kleiner)		Director
RICHARD R. WEST* (Richard R. West)		Director
*By:	/s/ DONALD C. BURKE (Donald C. Burke, Attorney-in-fact)		March 27, 2002

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 27th day of March, 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.

		Title	Date
Signatures
TERRY K. GLENN* (Terry K. Glenn)		President (Principal Executive Officer)
DONALD C. BURKE* (Donald C. Burke)		Vice President and Treasurer (Principal Financial and Accounting Officer)
JOE GRILLS* (Joe Grills)		Trustee
MADELEINE KLEINER* (Madeleine Kleiner)		Trustee
RICHARD R. WEST* (Richard R. West)		Trustee
*By:	/s/ DONALD C. BURKE (Donald C. Burke, Attorney-in-fact)		March 27, 2002

C-5

EXHIBIT INDEX

Exhibit
Number			Description
	11	—	Opinion of Sidley Austin Brown & Wood LLP.
	14(a)	—	Consent of Ernst & Young LLP, independent auditors for the Registrant.
	14(b)	—	Consent of Deloitte & Touche LLP, independent auditors for Merrill Lynch Short-Term Global Income Fund, Inc.
	17(a)	—	Prospectus, dated October 26, 2001, of Merrill Lynch Low Duration Fund.
	17(b)	—	Statement of Additional Information, dated October 26, 2001, of Merrill Lynch Low Duration Fund.
	17(c)	—	Prospectus, dated April 6, 2001, of Merrill Lynch Short-Term Global Income Fund, Inc.
	17(d)	—	Annual Report to Stockholders of Merrill Lynch Low Duration Fund, as of June 30, 2001.
	17(e)	—	Semi-Annual Report to Stockholders of Merrill Lynch Low Duration Fund, as of December 31, 2001.
	17(f)	—	Annual Report to Stockholders of Merrill Lynch Short-Term Global Income Fund, Inc., as of December 31, 2001.
	17(g)	—	Form of Proxy.

EX-99.11

Exhibit 11

SIDLEY AUSTIN BROWN & WOOD LLP

Chicago
Dallas
Los Angeles
New York
San Francisco
Seattle 1722 Eye Street, N.W.
Washington, D.C. 20006
Telephone 202 736 8000
Facsimile 202 736 8711
www.sidley.com

Founded 1866 Beijing
Hong Kong
London
Shanghai
Singapore
Tokyo

March 27, 2002

Merrill Lynch Investment Managers Funds, Inc.

800 Scudders Mill Road

Plainsboro, New Jersey 08536

Ladies and Gentlemen:

      We have acted as special Maryland counsel for Merrill Lynch Investment Managers Funds, Inc. (“MLIM Fund”) in connection with a series of transactions that would result in the acquisition of assets and assumption of 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 MLIM Fund, and the issuance of shares of common stock of Low Duration Fund to Short-Term Global for distribution to stockholders of Short-Term Global (the “Reorganization”). This opinion is furnished in connection with MLIM Fund’s Registration Statement on Form N-14 under the Securities Act of 1933, as amended (the “Registration Statement”), relating to shares of common stock, par value $0.01 per share, of Low Duration Fund (the “Shares”), to be issued in the Reorganization.

      As special Maryland counsel for MLIM Fund in connection with the Reorganization, we are familiar with the proceedings taken by MLIM Fund and to be taken by MLIM Fund in connection with the authorization and issuance of the Shares. In addition, we have examined and are familiar with the Articles of Incorporation of MLIM Fund, as amended and supplemented, the By-laws of MLIM Fund, as amended, and such other documents as we have deemed relevant to the matters referred to in this opinion.

      Based upon the foregoing, we are of the opinion that subsequent to the approval of the Agreement and Plan of Reorganization among Short-Term Global, MLIM Fund, on behalf of Low Duration Fund, and Fund Asset Management Master Trust (“FAM Trust”), on behalf Low Duration Master Portfolio, a series of FAM Trust (the “Agreement and Plan”) as set forth in the proxy statement and prospectus constituting a part of the Registration Statement (the “Proxy Statement and Prospectus”), the Shares, upon issuance in the manner referred to in the Agreement and Plan, against payment of the consideration set forth in Agreement and Plan, will be legally issued, fully paid, and non-assessable shares of common stock of Low Duration Fund.

      We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Proxy Statement and Prospectus constituting a part thereof.

Very truly yours,

/s/ Sidley Austin Brown & Wood LLP

EX-99.14.A 4 y57249a1ex99-14_a.htm EX-99.14.A

Exhibit 14(a)

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions “Comparison of the Funds — Financial Highlights — Low Duration Fund,” “Experts,” and in Exhibit I — Agreement and Plan of Reorganization under the captions “Representations and Warranties of MLIM Fund” and “Short-Term Global Conditions” and to the incorporation by reference of our report dated August 17, 2001 with respect to Merrill Lynch Low Duration Fund incorporated by reference in Pre-Effective Amendment No. 1 to the Registration Statement (Form N-14 No. 333-82924) including the Joint Proxy Statement and Prospectus of Merrill Lynch Low Duration Fund and Merrill Lynch Short-Term Global Income Fund, Inc. filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

MetroPark, New Jersey

March 26, 2002

EX-99.14.A

CONSENT OF ERNST & YOUNG LLP

EX-99.14.B

Exhibit 14(b)

INDEPENDENT AUDITORS’ CONSENT

We consent to the use in Pre-Effective Amendment No. 1 to Registration Statement No. 333-82924 on Form N-14 of Merrill Lynch Investment Managers Funds, Inc. of our report dated February 14, 2002 for Merrill Lynch Short-Term Global Income Fund, Inc. (the “Fund”) appearing in the December 31, 2001 Annual Report of the Fund, and to the references to us under the caption “COMPARISON OF THE FUNDS — Financial Highlights — Short-Term Global” and “EXPERTS” appearing in the Proxy Statement and Prospectus, which is part of such Registration Statement.

/s/ Deloitte & Touche LLP

New York, New York

March 25, 2002

EX-99.17.A

Exhibit 17(a)

                             

                              Merrill Lynch Low Duration Fund

                              of Merrill Lynch Investment Managers Funds, Inc.

October 26, 2001    

This prospectus contains information you should know before investing, including information about risks. Please read it before you invest and keep it for future reference.

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Table  of  Contents

	PAGE
KEY FACTS
The Merrill Lynch Low Duration Fund at a Glance	3
Risk/ Return Bar Chart	5
Fees and Expenses	6
DETAILS ABOUT THE FUND
How the Fund Invests	9
Investment Risks	12
Statement of Additional Information	19
YOUR ACCOUNT
Merrill Lynch Select PricingSM System	19
How to Buy, Sell, Transfer and Exchange Shares	25
Participation in Merrill Lynch Fee-Based Programs	29
MANAGEMENT OF THE FUND
Fund Asset Management	32
Master/ Feeder Structure	33
Financial Highlights	34
FOR MORE INFORMATION
Shareholder Reports Back Cover
Statement of Additional Information Back Cover

MERRILL LYNCH LOW DURATION FUND

In an effort to help you better understand the many concepts involved in making an investment decision, we have defined the highlighted terms in this prospectus in the sidebar.

U.S. government securities — include direct obligations issued by the U.S. Treasury and securities issued or guaranteed by U.S. government agencies and instrumentalities.

Corporate bonds — debt securities issued by corporations, as distinct from securities issued by a government or its agencies or instrumentalities.

Asset-backed securities — bonds or notes backed by loan paper or accounts receivable originated by banks, credit card companies or other providers of credit.

Mortgage-backed securities — securities that give the holder the right to receive a portion of principal and/or interest payments made on a pool of residential or commercial mortgage loans, which in some cases are guaranteed by government agencies.

THE MERRILL LYNCH LOW DURATION FUND AT A GLANCE

What is the Fund’s stated investment objective?

The investment objective of the Fund is to maximize total return, consistent with preservation of capital.

What are the Fund’s goals?

The Fund’s main goal is total return — it looks for securities that pay interest or dividends and that will increase in value. We cannot guarantee that the Fund will achieve its goals.

What are the Fund’s main investment strategies?

The Fund is a “feeder” fund that invests all of its assets in a corresponding “master” portfolio (the “Low Duration Master Portfolio”) of the Fund Asset Management Master Trust (the “Trust”) which has the same objective as the Fund. All investments will be made at the Trust level. This structure is sometimes called a “master/feeder” structure. The Fund’s investment results will correspond directly to the investment results of the Low Duration Master Portfolio in which it invests. For simplicity, this prospectus uses the term “Fund” to include the Low Duration Master Portfolio of the Trust.

The Fund invests in a diversified portfolio of bonds of different maturities, including U.S. government securities, corporate bonds, asset-backed securities and mortgage-backed securities. At least 70% of its investments are securities rated A or better by a major rating agency. Up to 30% of its investments may be in securities rated BBB/ Baa and up to 10% of its investments may be in securities rated below investment grade — that is, rated below BBB/Baa (none below B). Fund Asset Management, L.P. (the “Investment Adviser”) will invest the Fund’s assets so that under normal circumstances at least 80% of its net assets plus borrowings for investment purposes are invested in bonds sufficient to have the Fund’s duration be from one to three years. The Fund may actively and frequently trade its portfolio securities.

What are the main risks of investing in the Fund?

As with any mutual fund, the value of the Fund’s investments, and therefore the value of Fund shares, may go down. These changes may occur in response to interest rate changes or other factors that may affect a particular issuer or obligation. Generally, when interest rates go up, the value of bonds goes down. The value of the Fund’s shares also may be affected by market conditions and economic or political developments. The longer the duration of the Fund, the more the Fund’s price will go down if interest rates go up. If the value of the Fund’s investments goes down, you may lose money.

MERRILL LYNCH LOW DURATION FUND

3

Duration  — a measure of how much the price of a bond would change compared to a change in market interest rates. See page 10 for an example.

Prepayment risk — the risk that certain obligations will be paid off by the obligor more quickly than anticipated and the value of these securities will fall.

Extension risk — the risk that certain obligations will be paid off more slowly by the obligor than anticipated and the value of these securities will fall.

Volatility  — the amount and frequency of changes in a security’s value.

“Junk” bonds — bonds with a credit rating of BB/ Ba or lower by rating agencies.

Credit risk — the risk that the issuer of bonds will be unable to pay the interest or principal when due.

The Fund invests in mortgage-backed and asset-backed securities. In addition to the normal bond risks, these securities are subject to prepayment risk and extension risk, and may involve more volatility than other bonds of similar maturities. The Fund also may invest in “junk” bonds, which have more credit risk and tend to be less liquid than higher-rated securities.

High portfolio turnover resulting from active and frequent trading results in higher mark ups and other transaction costs and can result in a greater amount of dividends from ordinary income rather than capital gains.

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

See “Investment Risks” for more information about the risks associated with the Fund.

Who should invest?

The Fund may be an appropriate investment for you if you:

• Are looking for an investment that provides income.

• Want a professionally managed and diversified portfolio.

• Are willing to accept the risk that the value of your investment may decline as the result of interest rate movements in order to seek to maximize total return, consistent with the preservation of capital.

• Are prepared to receive taxable dividends.

MERRILL LYNCH LOW DURATION FUND

4

RISK/ RETURN BAR CHART

The Fund recently commenced operations and does not have a calendar year of performance. The Fund is a feeder fund of the Low Duration Master Portfolio of the Trust. The Fund and the Low Duration Master Portfolio have identical investment objectives and policies and use the same portfolio management personnel.

The bar chart and table shown below are based upon performance of the other feeder fund which is the predecessor of the recently organized Low Duration Master Portfolio of the Trust. The bar chart and table provide an indication of the risks of investing in the Low Duration Master Portfolio, which are identical to the risks of investing in the Fund. The bar chart shows changes in performance of the predecessor of the Low Duration Master Portfolio for Class A shares for each calendar year since its inception. Sales charges are not reflected in the bar chart. The bar chart reflects the actual expenses of the predecessor fund, but does not reflect the annual operating expenses of the Fund, which may be different. If sales charges were reflected, returns would be less than those shown. The table compares the average annual total returns for the Fund’s Class A and Class D shares for the periods shown with those of the Merrill Lynch 1-3 Year U.S. Treasury Note Index. The average annual total returns of the Fund’s shares are based on the performance of the predecessor of the Low Duration Master Portfolio. How the predecessor of the Low Duration Master Portfolio performed in the past is not necessarily an indication of how the Low Duration Master Portfolio or the Fund will perform in the future.

During the period shown in the bar chart, the highest return for a quarter was 4.03% (quarter ended June 30, 1995) and the lowest return for a quarter was - -0.09% (quarter ended December 31, 1998). The year-to-date return as of September 30, 2001 was 7.19%.

Average Annual Total Returns	Past		Past		Since
(for the periods ended December 31, 2000)	One Year		Five Years		Inception
Class A*		3.73%		5.25%		6.72%
Class D*		3.48%		N/A		3.38%
Merrill Lynch 1-3 Year U.S. Treasury Note Index†		7.97%		5.92%		N/A1

*	Sales charges went into effect on October 6, 2000, but are reflected in the table. Inception dates for Class A and Class D shares are from May 18, 1993 and September 24, 1999, respectively. Past performance is not predictive of future performance.
†	The Merrill Lynch 1-3 Year U.S. Treasury Note Index is an unmanaged Index comprised of U.S. Treasury securities with maturities ranging from one to three years, which are guaranteed as to the timely payment of principal and interest by the U.S. government. The Fund invests in securities that are not reflected in the Index or guaranteed.
(1)	The Index returns are 5.76% (since September 24, 1999) and 6.83% (since May  31, 1993). Past performance is not predictive of future performance.

MERRILL LYNCH LOW DURATION FUND

5

UNDERSTANDING EXPENSES

Fund investors pay various fees and expenses, either directly or indirectly. Listed below are some of the main types of expenses, which the Fund may charge:

Expenses paid directly by the shareholder:

Shareholder fees — these include sales charges which you may pay when you buy or sell shares of the Fund.

Expenses paid indirectly by the shareholder:

Annual fund operating expenses — expenses that cover the costs of operating the Fund.

Management fees — fees paid to the Investment Adviser for managing the Trust.

Distribution fees — fees used to support the Fund’s marketing and distribution efforts, such as compensating Financial Advisors.

Service (account maintenance) fees — fees used to compensate securities dealers for account maintenance activities.

FEES AND EXPENSES

The Fund offers four different classes of shares. Although your money will be invested the same way no matter which class of shares you buy, there are differences among the fees and expenses associated with each class. Not everyone is eligible to buy every class. After determining which classes you are eligible to buy, decide which class best suits your needs. Your Merrill Lynch Financial Advisor can help you with this decision.

This table shows the different fees and expenses that you may pay if you buy and hold the different classes of shares of the Fund. Future expenses may be greater or less than those indicated below.

Shareholder Fees
(fees paid directly from your investment)(a):	Class A	Class B(b)	Class C	Class D
Maximum Sales Charge (Load) imposed on purchases (as a percentage of offering price)	3.00%(c)	None	None	3.00%(c)
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is lower)	None(d)	4.00%(c)	1.00%(c)	None(d)
Sales Charge (Load) imposed on Dividend Reinvestments	None	None	None	None
Redemption Fee	None	None	None	None
Exchange Fee	None	None	None	None
Maximum Account Fee	None	None	None	None
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)(e):
Management Fees(f)	0.21%	0.21%	0.21%	0.21%
Distribution and/or Service (12b-1) Fees(g)	None	0.90%	0.90%	0.25%
Other Expenses (including transfer agency and administrative fees)(h)	6.06%	6.06%	6.06%	6.06%
Total Annual Fund Operating Expenses	6.27%	7.17%	7.17%	6.52%
Fee Waiver and/or Expense Reimbursement(i)	(5.69)%	(5.69)%	(5.69)%	(5.69)%
Net Annual Fund Operating Expenses(f)(i)	0.58%	1.48%	1.48%	0.83%

(a)	In addition, Merrill Lynch may charge clients a processing fee (currently $5.35) when a client buys or redeems shares. See “How to Buy, Sell, Transfer and Exchange Shares.”
(b)	Class B shares automatically convert to Class D shares about ten years after you buy them and will no longer be subject to distribution fees.
(c)	Some investors may qualify for reductions in the sales charge (load).
(d)	You may pay a deferred sales charge if you purchase $1 million or more and you redeem within one year.
(e)	For the Fund, the fees and expenses include both the Fund and the Fund’s share of expenses of the Low Duration Master Portfolio.
(f)	Paid by the Low Duration Master Portfolio. The Investment Adviser has contractually agreed to waive management fees and/or reimburse expenses through June 30, 2002, so that expenses do not exceed 0.58%, 1.48%, 1.48% and 0.83% for Class A, Class B, Class C and Class D shares, respectively, as shown in the table.

(footnotes continued on next page)

MERRILL LYNCH LOW DURATION FUND

6

(footnotes continued from previous page)

(g)	The Fund calls the “Service Fee” an “Account Maintenance Fee.” Account Maintenance Fee is the term used in this prospectus and in all other Fund materials. If you hold Class B or Class C shares over time, it may cost you more in distribution (12b-1) fees than the maximum sales charge that you would have paid if you had bought one of the other classes.
(h)	Includes administrative fees, which are payable to the Investment Adviser by the Fund at the annual rate of 0.25%.
(i)	Net Annual Fund Operating Expenses have been restated to reflect the contractual management fee waiver and/or expense reimbursement agreement currently in effect. Non-recurring Offering Expenses were incurred during the Fund’s first fiscal period. The figures shown above do not include these expenses. If these expenses were included and absent the contractual waiver, the Total Annual Operating Expenses would be 8.51%, 9.41%, 9.41% and 8.76% for Class A, Class B, Class C and Class D shares, respectively.

MERRILL LYNCH LOW DURATION FUND

7

Examples:

These examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

These examples assume that you invest $10,000 in the Fund for the time periods indicated, that your investment has a 5% return each year, that you pay the sales charges, if any, that apply to the particular class and that the Fund’s operating expenses remain the same except for the expense reimbursement in effect for the first year. This assumption is not meant to indicate you will receive a 5% annual rate of return. Your annual return may be more or less than the 5% used in these examples. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

EXPENSES IF YOU DID REDEEM YOUR SHARES:

	1 Year		3 Years†		5 Years†		10 Years†
Class A	$	358	$	1,612	$	2,834	$	5,757
Class B	$	551	$	1,803	$	2,993	$	6,213
Class C	$	251	$	1,603	$	2,993	$	6,213
Class D	$	382	$	1,680	$	2,938	$	5,921

EXPENSES IF YOU DID NOT REDEEM YOUR SHARES:

	1 Year		3 Years†		5 Years†		10 Years†
Class A	$	358	$	1,612	$	2,834	$	5,757
Class B	$	151	$	1,603	$	2,993	$	6,213
Class C	$	151	$	1,603	$	2,993	$	6,213
Class D	$	382	$	1,680	$	2,938	$	5,921

†  These expenses do not reflect the fee waiver and/or expense reimbursement described in note (f) to the Fees and Expenses table above beyond the first year. As stated above, the arrangement has a one year term and is renewable.

MERRILL LYNCH LOW DURATION FUND

8

ABOUT THE PORTFOLIO MANAGERS

Patrick Maldari is a managing director of Fund Asset Management, L.P. (“FAM”) and has been a co-Portfolio Manager of the Fund since August 2001. Since joining FAM in 1984, Mr. Maldari was a member of the Short-Term Fixed Income Team and a marketing liaison for FAM’s mutual funds.

Frank Viola is a Director of the Investment Adviser and has been a co-Portfolio Manager of the Fund since August 2001. Prior to joining FAM in 1991, Mr. Viola was a financial advisor responsible for merger/reinsurance valuation for Metropolitan Life Insurance Company and a program analyst for Equitable Life Insurance Company.

ABOUT THE INVESTMENT ADVISER

Fund Asset Management, L.P. is the Investment Adviser to the Fund.

HOW THE FUND INVESTS

The Fund’s investment objective is to maximize total return, consistent with capital preservation. The Fund invests in bonds with a portfolio duration of one to three years. The total rate of return for the Fund is expected to rise and fall less than a longer duration bond fund.

Types of Investments

The Fund seeks to achieve its objective by investing mainly in investment grade, interest-bearing securities of varying maturities. These include:

•  U.S. government securities

•  preferred stocks

•  mortgage-backed and other asset-backed securities

•  corporate bonds

•  bonds that are convertible into stocks

The Fund will provide 60 days’ prior written notice to shareholders of a change in the Fund’s non-fundamental policy of investing at least 80% of its net assets plus borrowings for investment purposes in the types of investments suggested by the Fund’s name.

The Investment Adviser sells securities to manage portfolio duration, yield curve exposure, sector exposure, diversification and credit quality.

Ratings Limitations

•  at least 70% of total assets rated at least A or, if short-term, the second highest quality grade, by a major rating agency such as Moody’s Investors Service (“Moody’s”) or Standard & Poor’s Ratings Group (“S&P”)

•  up to 30% of total assets rated Baa by Moody’s or BBB by S&P

•  up to 10% of total assets rated below investment grade (below Baa/BBB), but none below B

MERRILL LYNCH LOW DURATION FUND

9

The Investment Adviser can invest in unrated securities and will assign them the rating of a rated security of comparable quality. After the Fund buys a security, it may be given a lower rating or stop being rated. This will not require the Fund to sell it, but the Investment Adviser will consider the change in rating in deciding whether to keep the security.

Maturity and Duration Requirements

Maturity — The effective maturity of a bond is the weighted average period over which principal is expected to be repaid. Stated maturity is the date when the issuer is scheduled to make the final payment of principal. Effective maturity is different than stated maturity because it estimates the effect of expected principal prepayments and call provisions.

Duration  — Duration measures the potential volatility of the price of a bond or a portfolio of bonds prior to maturity. Duration is the magnitude of the change in price of a bond relative to a given change in the market interest rate. Duration incorporates a bond’s yield, coupon interest payments, final maturity, call and put features and prepayment exposure into one measure.

For any bond with interest payments occurring before principal is repaid, duration is ordinarily less than maturity. Generally, the lower the stated or coupon rate of interest of a bond, the longer the duration. The higher the stated or coupon rate of interest of a bond, the shorter the duration. The calculation of duration is based on estimates.

Duration is a tool to measure interest rate risk. Assuming a 1% change in interest rates and the duration shown below, the Fund’s price would change as follows:

Duration		Change in Interest Rates
	2 yrs.	1% decline - 2% gain in Fund price
		1% rise - 2% decline in Fund price

Other factors such as changes in credit quality, prepayments, the shape of the yield curve and liquidity affect the price of the Fund and may correlate with changes in interest rates. These factors can increase swings in the Fund’s share price during periods of volatile interest rate changes.

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Portfolio Turnover

As a result of the strategies described above, the Fund may have an annual portfolio turnover rate above 100%. Portfolio turnover is generally the percentage found by dividing the lesser of portfolio purchases or sales by the monthly average value of the portfolio. High portfolio turnover (100% or more) results in higher mark ups and other transaction costs and can affect the Fund’s performance. It also can result in a greater amount of dividends as ordinary income rather than long-term capital gains.

Other Investments

In addition to these principal investments, the Fund also may invest in:

•  bank certificates of deposit, fixed time deposits and bankers’ acceptances

•  repurchase agreements, reverse repurchase agreements and dollar rolls

•  obligations of foreign governments or their subdivisions, agencies and instrumentalities

•  obligations of international agencies or supra-national entities

•  municipal bonds

Foreign Bonds

The Fund may invest in foreign bonds as follows:

• up to 25% of total assets in foreign bonds that are denominated in U.S. dollars

• up to 15% of total assets in foreign bonds that are not denominated in U.S. dollars

• up to 15% of total assets in emerging market foreign bonds

Money Market Investments

To meet redemptions and when waiting to invest cash receipts, the Fund may invest in short-term, investment grade bonds, money market mutual funds and other money market instruments.

Temporary Defensive Investments

The Fund temporarily can invest up to 100% of its assets in short-term, investment grade bonds and other money market instruments in response to

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adverse market, economic or political conditions. The Fund may not achieve its objective using this type of investing.

INVESTMENT RISKS

This section contains a summary discussion of the general risks of investing in the Fund. As with any mutual fund, there can be no guarantee that the Fund will meet its goals or that the Fund’s performance will be positive for any period of time.

The Fund’s principal risks are listed below:

Market and Selection Risk

Market risk is the risk that the market will go down in value, including the possibility that the market will go down sharply and unpredictably. Selection risk is the risk that the investments that the Investment Adviser selects will underperform the market or other funds with similar investment objectives and investment strategies.

Mortgage-Backed Securities

Mortgage-backed securities are the right to receive a portion of principal and/or interest payments made on a pool of residential or commercial mortgage loans. When interest rates fall, borrowers may refinance or otherwise repay principal on their mortgages earlier than scheduled. When this happens, certain types of mortgage-backed securities will be paid off more quickly than originally anticipated. Prepayment reduces the yield to maturity and average life of mortgage-backed securities. In addition, when the Fund reinvests the proceeds of a prepayment, it may receive a lower interest rate than the rate on the security that was prepaid. This risk is known as “prepayment risk.” When interest rates rise, certain types of mortgage-backed securities will be paid off more slowly than originally anticipated and the value of these securities will fall. This risk is known as extension risk.

Because of prepayment risk and extension risk, mortgage-backed securities react differently to changes in interest rates than other bonds. Small

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movements in interest rates (both up and down) may quickly and significantly reduce the value of certain mortgage-backed securities.

Mortgage-backed securities are issued by Federal government agencies like the Government National Mortgage Association (“Ginnie Mae”), the Federal Home Loan Mortgage Association (“Freddie Mac”) or the Federal National Mortgage Association (“Fannie Mae”). Principal and interest payments on mortgage-backed securities issued by Federal government agencies are guaranteed by either the Federal government or the government agency. This means that such securities have very little credit risk. Other mortgage-backed securities are issued by private corporations rather than Federal agencies. Private mortgage-backed securities have credit risk as well as prepayment risk and extension risk.

Mortgage-backed securities may be either pass-through securities or collateralized mortgage obligations (“CMOs”). Pass-through securities represent a right to receive principal and interest payments collected on a pool of mortgages, which are passed through to security holders (less servicing costs). CMOs are created by dividing the principal and interest payments collected on a pool of mortgages into several revenue streams (“tranches”) with different priority rights to portions of the underlying mortgage payments. Certain CMO tranches may represent a right to receive interest only (“IOs”), principal only (“POs”) or an amount that remains after other floating-rate tranches are paid (an “inverse floater”). These securities are frequently referred to as “mortgage derivatives” and may be extremely sensitive to changes in interest rates. If the Fund invests in CMO tranches (including CMO tranches issued by government agencies) and interest rates move in a manner not anticipated by the Investment Adviser, it is possible that the Fund could lose all or substantially all of its investment.

Asset-Backed Securities

Like traditional bonds, the value of asset-backed securities typically increases when interest rates fall and decreases when interest rates rise. Certain asset-backed securities may also be subject to the risk of prepayment. In a period of declining interest rates, borrowers may pay what they owe on the underlying assets more quickly than anticipated. Prepayment reduces the yield to maturity and the average life of the asset-backed securities. In addition, when the Fund reinvests the proceeds of a prepayment, it may receive a lower interest rate than the rate on the security that was prepaid. In

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a period of rising interest rates, prepayments may occur at a slower rate than expected. As a result, the average maturity of the Fund’s portfolio will increase. The value of long-term securities changes more widely in response to changes in interest rates than shorter-term securities.

Credit Risk

Credit risk is the risk that the issuer of bonds will be unable to pay the interest or principal when due. The degree of credit risk depends on both the financial condition of the issuer and on the terms of the specific bonds.

Interest Rate Risk

Interest rate risk is the risk that prices of bonds generally increase when interest rates decline and decrease when interest rates increase. Prices of longer-term securities generally change more in response to interest rate changes than do prices of shorter-term securities.

Call and Redemption Risk

Investments in bonds carry the risk that a bond’s issuer will call the bond for redemption prior to the bond’s maturity. If there is an early call of a bond, the Fund may lose income and may have to invest the proceeds of the redemption in bonds with lower yields than the called bond. These risks are similar to prepayment risk.

Junk Bonds

Junk bonds are bonds that are rated below investment grade by the major rating agencies or are unrated securities that the Fund’s Investment Adviser believes are of comparable quality. Although junk bonds generally pay higher rates of interest than investment grade bonds, they are high risk investments that may cause income and principal losses for the Fund. Junk bonds generally are less liquid and experience more price volatility than higher rated bonds. The issuers of junk bonds may have a larger amount of outstanding debt relative to their assets than issuers of investment grade bonds. In the event of an issuer’s bankruptcy, claims of other creditors may have priority over the claims of junk bond holders, leaving few or no assets available to repay junk bond holders. Junk bonds may be subject to greater call and redemption risk than higher rated debt securities.

The Fund also may be subject to the following risks:

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When-Issued Securities, Delayed-Delivery Securities and Forward Commitments

These types of investments involve the risk that the security the Fund buys will lose value prior to its delivery to the Fund. There also is the risk that the security will not be issued or that the other party will not meet its obligation, in which case the Fund loses the investment opportunity of the assets it has set aside to pay for the security and any gain in the security’s price.

Variable Rate Demand Obligations

These are floating rate securities that consist of an interest in a long-term bond and the conditional right to demand payment prior to the bond’s maturity from a bank or other financial institution. If the bank or other financial institution is unable to pay on demand, the Fund may be adversely affected. In addition, these securities are subject to credit risk.

Indexed and Inverse Floating Rate Securities

The Fund may invest in securities whose potential returns are directly related to changes in an underlying index or interest rate, known as indexed securities. The return on indexed securities will rise when the underlying index or interest rate rises and fall when the index or interest rate falls. The Fund may also invest in securities whose return is inversely related to changes in an interest rate (“inverse floaters”). In general, inverse floaters change in value in a manner that is opposite to most bonds — that is, interest rates on inverse floaters will decrease when short-term rates increase and increase when short-term rates decrease. Investments in indexed securities and inverse floaters may subject the Fund to the risk of reduced or eliminated interest payments. Investments in indexed securities also may subject the Fund to loss of principal. In addition, certain indexed securities and inverse floaters may increase or decrease in value at a greater rate than the underlying interest rate, which effectively leverages the Fund’s investment. As a result, the market value of such securities will generally be more volatile than that of fixed rate securities. Both indexed securities and inverse floaters can be derivative securities and can be considered speculative.

Sovereign Debt

The Fund may invest in sovereign debt securities. These securities are issued or guaranteed by foreign government entities. Investments in sovereign debt subject the Fund to the risk that a government entity may delay or refuse to pay interest or repay principal on its sovereign debt. Some of these reasons may include cash flow problems, insufficient foreign currency reserves, political considerations, the relative size of its debt position to its economy

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or its failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies. If a government entity defaults, it may ask for more time in which to pay or for further loans. There is no legal process for collecting sovereign debts that a government does not pay.

Corporate Loans

Corporate loans are subject to the risk of loss of principal and income. Borrowers do not always provide collateral for corporate loans and the value of the collateral may not completely cover the borrower’s obligations at the time of a default. If a borrower files for protection from its creditors under the U.S. bankruptcy laws, these laws may limit the Fund’s rights to its collateral. In addition, the value of collateral may erode during a bankruptcy case. In the event of a bankruptcy, the holder of a corporate loan may not recover its principal, may experience a long delay in recovering its investment and may not receive interest during the delay.

Convertible Securities

Convertibles are generally bonds or preferred stocks that may be converted into common stock. Convertibles typically pay current income, as either interest (bond convertibles) or dividends (preferred stocks). A convertible’s value usually reflects both the stream of current income payments and the value of the underlying common stock. The market value of a convertible performs like regular bonds; that is, if market interest rates rise, the value of a convertible usually falls. Since it is convertible into common stock, the convertible also has the same types of market and issuer risk as the underlying common stock.

Foreign Market Risk

The Fund may invest a portion of its assets in foreign securities. These investments involve special risks not present in U.S. investments that can increase the chances that the Fund will lose money. In particular, investments in foreign securities involve the following risks, which are generally greater for investments in emerging markets:

• The economies of some foreign markets often do not compare favorably with that of the U.S. in areas such as growth of gross national product, reinvestment of capital, resources, and balance of payments. Some of these economies may rely heavily on particular industries or foreign capital. They may be more vulnerable to adverse diplomatic developments, the imposition of economic

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	sanctions against a particular country or countries, changes in international trading patterns, trade barriers and other protectionist or retaliatory measures.
•	Investments in foreign markets may be adversely affected by governmental actions such as the imposition of capital controls, nationalization of companies or industries, expropriation of assets or the imposition of punitive taxes.
•	The governments of certain countries may prohibit or impose substantial restrictions on foreign investing in their capital markets or in certain industries. Any of these actions could severely affect security prices. They could also impair the Fund’s ability to purchase or sell foreign securities or transfer its assets or income back into the U.S., or otherwise adversely affect the Fund’s operations.
•	Other foreign market risks include foreign exchange controls, difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing favorable legal judgments in foreign courts and political and social instability. Legal remedies available to investors in some foreign countries may be less extensive than those available to investors in the U.S.
•	Prices of foreign securities may go up and down more than prices of securities traded in the U.S.
•	Foreign markets may have different clearance and settlement procedures. In certain markets, settlements may be unable to keep pace with the volume of securities transactions. If this occurs, settlement may be delayed and the Fund’s assets may be uninvested and not earning returns. The Fund also may miss investment opportunities or be unable to sell an investment because of these delays.
•	The value of the Fund’s foreign holdings (and hedging transactions in foreign currencies) will be affected by changes in currency exchange rates.
•	The costs of foreign securities transactions tend to be higher than those of U.S. transactions.
•	If the Fund purchases a bond issued by a foreign government, the government may be unwilling or unable to make payments when due. There may be no formal bankruptcy proceeding by which the Fund would be able to collect amounts owed by a foreign government.

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European Economic and Monetary Union (EMU)

A number of European countries have entered into EMU in an effort to reduce trade barriers between themselves and eliminate fluctuations in their currencies. EMU established a single European currency (the euro), which was introduced on January 1, 1999 and is expected to replace the existing national currencies of all initial EMU participants by July 1, 2002. Certain securities (beginning with government and corporate bonds) were redenominated in the euro. These securities trade and make dividend and other payments only in euros. Like other investment companies and business organizations, including the companies in which the Fund invests, the Fund could be adversely affected if the transition to the euro, or EMU as a whole, does not take effect as planned or if a participating country withdraws from EMU.

Derivatives

The Fund also may use “derivatives.” Derivatives are financial instruments, like futures, forwards, options and swaps, the values of which are derived from other securities, commodities (such as gold or oil) or indexes (such as the S&P 500). Derivatives may allow the Fund to increase or decrease its level of risk exposure more quickly and efficiently than transactions in other types of instruments. If the Fund invests in derivatives, the investments may not be effective as a hedge against price movements and can limit potential for growth in the value of an interest in the Fund. Derivatives are volatile and involve significant risks, including:

• Leverage Risk — Leverage risk is the risk associated with certain types of investments or trading strategies that relatively small market movements may result in large changes in the value of an investment. Certain investments or trading strategies that involve leverage can result in losses that greatly exceed the amount originally invested.

• Credit Risk — Credit risk is the risk that the counterparty on a derivative transaction will be unable to honor its financial obligation to the Fund.

• Currency Risk — Currency risk is the risk that changes in the exchange rate between two currencies will adversely affect the value (in U.S. dollar terms) of an investment.

• Liquidity Risk — Liquidity risk is the risk that certain securities may be difficult or impossible to sell at the time that the seller would like or at the price that the seller believes the security is currently worth.

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STATEMENT OF ADDITIONAL INFORMATION

If you would like further information about the Fund, including how it invests, please see the Statement of Additional Information.

MERRILL LYNCH SELECT PRICING ^SM SYSTEM

The Fund offers four share classes, each with its own sales charge and expense structure, allowing you to invest in the way that best suits your needs. Each share class represents the same ownership interest in the same investment portfolio. When you choose your class of shares you should consider the size of your investment and how long you plan to hold your shares. Your Merrill Lynch Financial Advisor can help you determine which share class is best suited to your personal financial goals.

For example, if you select Class A or D shares, you pay a sales charge at the time of purchase. If you buy Class D shares, you also pay an ongoing account maintenance fee of 0.25%. You may be eligible for a sales charge reduction or waiver. Because account maintenance fees are paid out of Fund assets on an ongoing basis, over time these fees increase the cost of your investment and may cost more than paying other types of sales charges.

Certain financial intermediaries may charge additional fees in connection with transactions in Fund shares. The Investment Adviser, the Distributor or their affiliates may make payments out of their own resources to selected securities dealers and other financial intermediaries for providing services intended to result in the sale of Fund shares or for shareholder servicing activities.

If you select Class B or C shares, you will invest the full amount of your purchase price, but you will be subject to an account maintenance fee of 0.25% and a distribution fee of 0.65%.

Because these fees are paid out of the Fund’s assets on an ongoing basis, over time these fees increase the cost of your investment and may cost you more than paying other types of sales charges. In addition, you may be subject to a deferred sales charge when you sell Class B or C shares.

The Fund’s shares are distributed by FAM Distributors, Inc., an affiliate of Merrill Lynch.

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The table below summarizes key features of the Merrill Lynch Select Pricing ^SM System.

	Class A	Class B
Availability	Limited to certain investors including: •  Current Class A shareholders •  Certain Retirement Plans •  Participants in certain Merrill Lynch-sponsored programs •  Certain affiliates of Merrill Lynch, selected securities dealers and other financial intermediaries.	Generally available through Merrill Lynch. Limited availability through selected securities dealers and other financial intermediaries.
Initial Sales Charge?	Yes. Payable at time of purchase. Lower sales charges available for larger investments.	No. Entire purchase price is invested in shares of the Fund.
Deferred Sales Charge?	No. (May be charged for purchases over $1  million that are redeemed within one year.)	Yes. Payable if you redeem within four years of purchase.
Account Maintenance and Distribution Fees?	No.	0.25% Account Maintenance Fee 0.65% Distribution Fee.
Conversion to Class D shares?	No.	Yes, automatically after approximately ten years.

[Additional columns below]

[Continued from above table, first column(s) repeated]

	Class C	Class D
Availability	Generally available through Merrill Lynch. Limited availability through selected securities dealers and other financial intermediaries.	Generally available through Merrill Lynch. Limited availability through selected securities dealers and other financial intermediaries.
Initial Sales Charge?	No. Entire purchase price is invested in shares of the Fund.	Yes. Payable at time of purchase. Lower sales charges available for larger investments.
Deferred Sales Charge?	Yes. Payable if you redeem within one year of purchase.	No. (May be charged for purchases over $1  million that are redeemed within one year.)
Account Maintenance and Distribution Fees?	0.25% Account Maintenance Fee 0.65% Distribution Fee.	0.25% Account Maintenance Fee No  Distribution Fee.
Conversion to Class D shares?	No.	N/A

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Right of Accumulation — permits you to pay the sales charge that would apply to the cost or value (whichever is higher) of all shares you own in the Merrill Lynch mutual funds that offer Select Pricing^SM options.

Letter of Intent — permits you to pay the sales charge that would be applicable if you add up all shares of Merrill Lynch Select Pricing^SM System funds that you agree to buy within a 13 month period. Certain restrictions apply.

Class A and Class D Shares — Initial Sales Charge Options

If you select Class A or Class D shares, you will pay a sales charge at the time of purchase.

					Dealer
					Compensation
	As a % of		As a % of Your		as a % of
Your Investment	Offering Price		Investment*		Offering Price
Less than $50,000		3.00%		3.09%		2.50%
$50,000 but less than $100,000		2.50%		2.56%		2.00%
$100,000 but less than $250,000		2.00%		2.04%		1.75%
$250,000 but less than $500,000		1.50%		1.52%		1.25%
$500,000 but less than $1,000,000		1.25%		1.27%		1.00%
$1,000,000 but less than $2,000,000**		0.00%		0.00%		0.50%
$2,000,000 and over**		0.00%		0.00%		0.25%

*

Rounded to the nearest one-hundredth percent.

**

If you invest $1,000,000 or more in Class A or Class D shares, you may not pay an initial sales charge. However, if you redeem your shares within one year after purchase, you may be charged a deferred sales charge. This charge is 1.00% of the lesser of the original cost of the shares being redeemed or your redemption proceeds. A sales charge of 0.75% will be charged on purchases of $1,000,000 or more of Class A or Class D shares by certain employer- sponsored retirement or savings plans.

No initial sales charge applies to Class A or Class D shares that you buy through reinvestment of dividends or distributions.

A reduced or waived sales charge on a purchase of Class A or Class D shares may apply for:

• Purchases under a Right of Accumulation or Letter of Intent.

• Merrill Lynch Blueprint ^SM Program participants.

• TMA ^SM Managed Trusts.

• Certain Merrill Lynch investment or central asset accounts.

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• Certain employer-sponsored retirement or savings plans.

• Purchases using proceeds from the sale of certain Merrill Lynch closed-end funds under certain circumstances.

• Certain investors, including directors or trustees of Merrill Lynch mutual funds and Merrill Lynch employees.

• Certain fee-based programs of Merrill Lynch and other financial intermediaries that have agreements with the Distributor or its affiliates.

Only certain investors are eligible to buy Class A shares. Your Merrill Lynch Financial Advisor can help you determine whether you are eligible to buy Class A shares or to participate in any of these programs.

If you decide to buy shares under the initial sales charge alternative and you are eligible to buy both Class A and Class D shares, you should buy Class A shares since Class D shares are subject to an account maintenance fee, while Class A shares are not.

If you redeem Class A or Class D shares and within 30 days buy new shares of the same class, you will not pay a sales charge on the new purchase amount. The amount eligible for this “Reinstatement Privilege” may not exceed the amount of your redemption proceeds. To exercise the privilege, contact your Merrill Lynch Financial Advisor, selected securities dealer or other financial intermediary or the Fund’s Transfer Agent at 1-800-MER-FUND.

Class B and Class C Shares

If you select Class B or Class C shares, you do not pay an initial sales charge at the time of purchase. However, if you redeem your Class B shares within four years after purchase or your Class C shares within one year after purchase, you may be required to pay a deferred sales charge. You will also pay distribution fees of 0.65% and account maintenance fees of 0.25% on both Class B and Class C shares each year under a distribution plan that the Fund has adopted under Rule 12b-1 of the Investment Company Act of 1940. Because these fees are paid out of the Fund’s assets on an ongoing basis, over time these fees increase the cost of your investment and may cost you more than paying other types of sales charges. The Distributor uses the money that it receives from the deferred sales charges and the distribution fees to cover the costs of marketing, advertising and compensating the

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Merrill Lynch Financial Advisor, selected securities dealer or other financial intermediary who assists you in purchasing Fund shares. The account maintenance fees are used to pay brokers for personal services provided to shareholders and the maintenance of shareholder accounts.

Class B Shares

If you redeem Class B shares within four years after purchase, you may be charged a deferred sales charge. The amount of the charge gradually decreases as you hold your shares over time, according to the following schedule:

Years Since Purchase	Sales Charge*
0 – 1	4.00%
1 – 2	3.00%
2 – 3	2.00%
3 – 4	1.00%
4 and thereafter	0.00%

*  The percentage charge will apply to the lesser of the original cost of the shares being redeemed or the proceeds of your redemption. Shares acquired through reinvestment of dividends or distributions are not subject to a deferred sales charge. Not all Merrill Lynch funds have identical deferred sales charge schedules. If you exchange your shares for shares of another fund, the higher charge will apply, if any would apply.

The deferred sales charge relating to Class B shares may be reduced or waived in certain circumstances, such as:

• Certain post-retirement withdrawals from an IRA or other retirement plan if you are over 59 1/2 years old.

• Redemption by certain eligible 401(a) and 401(k) plans, certain related accounts and group plans participating in the Merrill Lynch Blueprint ^SM Program and certain retirement plan rollovers.

• Redemption in connection with participation in certain fee-based programs of Merrill Lynch and other financial intermediaries that have agreements with the Distributor or its affiliates or in connection with involuntary termination of an account in which Fund shares are held.

• Withdrawals resulting from shareholder death or disability as long as the waiver request is made within one year of

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	death or disability or, if later, reasonably promptly following completion of probate.
•	Withdrawal through the Merrill Lynch Systematic Withdrawal Plan of up to 10% per year of your Class B account value at the time the plan is established.

Your Class B shares convert automatically into Class D shares approximately ten years after purchase. Any Class B shares received through reinvestment of dividends or distributions paid on converting shares will also convert at that time. Class D shares are subject to lower annual expenses than Class B shares. The conversion of Class B to Class D shares is not a taxable event for Federal income tax purposes.

Different conversion schedules apply to Class B shares of different Merrill Lynch mutual funds. For example, Class B shares of a fixed-income fund convert approximately ten years after purchase compared to approximately eight years for equity funds. If you exchange Class B shares with an eight-year conversion schedule for Class B shares with a ten-year conversion schedule, or vice versa, the conversion schedule applicable to the Class B shares acquired in the exchange will apply. If you acquire your Class B shares in an exchange from another fund, the Fund’s ten year conversion schedule will apply. If you exchange your Class B shares in the Fund for Class B shares of another fund, the other fund’s conversion schedule will apply. The length of time that you hold both the original and exchanged Class B shares in both funds will count toward the conversion schedule. The conversion schedule may be modified in certain other cases as well.

Class C Shares

If you redeem Class C shares within one year after purchase, you may be charged a deferred sales charge of 1.00%. The charge will apply to the lesser of the original cost of the shares being redeemed or the proceeds of your redemption. You will not be charged a deferred sales charge when you redeem shares that you acquire through reinvestment of Fund dividends or distributions. The deferred sales charge relating to Class C shares may be reduced or waived in connection with involuntary termination of an account in which Fund shares are held and withdrawals through the Merrill Lynch Systematic Withdrawal Plan.

Class C shares do not offer a conversion privilege.

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HOW TO BUY, SELL, TRANSFER AND EXCHANGE SHARES

The chart on the following pages summarizes how to buy, sell, transfer and exchange shares through Merrill Lynch, a selected securities dealer, broker, investment advisor, service provider or other financial intermediary. You may also buy shares through the Transfer Agent. To learn more about buying, selling, transferring or exchanging shares through the Transfer Agent, call 1-800-MER-FUND. Because the selection of a mutual fund involves many considerations, your Merrill Lynch Financial Advisor may help you with this decision.

Because of the high cost of maintaining smaller shareholder accounts, the Fund may redeem the shares in your account (without charging any deferred sales charge) if the net asset value of your account falls below $500 due to redemptions you have made. You will be notified that the value of your account is less than $500 before the Fund makes an involuntary redemption. You will then have 60 days to make an additional investment to bring the value of your account to at least $500 before the Fund takes any action. This involuntary redemption does not apply to retirement plans or Uniform Gifts or Transfers to Minors Act accounts (“UGMA/UTMA accounts”).

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If You Want to	Your Choices	Information Important for You to Know
Buy Shares	First, select the share class appropriate for you	Refer to the Merrill Lynch Select PricingSM table on page 20. Be sure to read this prospectus carefully.
	Next, determine the amount of your investment	The minimum initial investment for the Fund is $1,000 for all accounts except:     •  $500 for Employee AccessSM Accounts     •  $250 for certain Merrill Lynch fee-based programs     •  $100 for the Merrill Lynch BlueprintSM Program     •  $100 for retirement plans (The minimums for initial investments may be waived under certain circumstances.)
	Have your Merrill Lynch Financial Advisor or securities dealer submit your purchase order	The price of your shares is based on the next calculation of net asset value after receipt of your order. Any purchase orders received prior to the close of regular trading on the New York Stock Exchange (generally 4:00 p.m. Eastern time) will be priced at the net asset value determined that day. Certain financial intermediaries, however, may require submission of orders prior to that time. Purchase orders received after that time will be priced at the net asset value determined on the next business day. The Fund may reject any order to buy shares and may suspend the sale of shares at any time. Selected securities dealers or other financial intermediaries, including Merrill Lynch, may charge a processing fee to confirm a purchase. This fee is currently $5.35.
	Or contact the Transfer Agent	To purchase shares directly, call the Transfer Agent at 1-800-MER-FUND and request a purchase application. Mail the completed purchase application to the Transfer Agent at the address on the inside back cover of this prospectus.
Add to Your Investment	Purchase additional shares	The minimum investment for additional purchases is generally $50 for all accounts except that retirement plans have a minimum additional purchase of $1 and the minimum for certain programs such as automatic investment plans may be higher than the $50 minimum. (The minimum for additional purchases may be waived under certain circumstances.)
	Acquire additional shares through the automatic dividend reinvestment plan	All dividends and capital gains distributions are automatically reinvested without a sales charge.
	Participate in the automatic investment plan	You may invest a specific amount on a periodic basis through certain Merrill Lynch investment or central asset accounts.
Transfer Shares to Another Securities Dealer or Other Financial Intermediary	Transfer to a participating securities dealer or other financial intermediary	You may transfer your Fund shares only to another securities dealer that has entered into an agreement with Merrill Lynch. Certain shareholder services may not be available for the transferred shares. You may only purchase additional shares of funds previously owned before the transfer. All future trading of these assets must be coordinated by the receiving firm.
	Transfer to a non-participating securities dealer or other financial intermediary	You must either:     •  Transfer your shares to an account with the Transfer Agent; or     •  Sell your shares, paying any applicable deferred sales charge.

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If You Want to	Your Choices	Information Important for You to Know
Sell Your Shares	Have your Merrill Lynch Financial Advisor, securities dealer or other financial intermediary submit your sales order	The price of your shares is based on the next calculation of net asset value after receipt of your order. You must submit your request to your dealer or other financial intermediary prior to that day’s close of regular trading on the New York Stock Exchange (generally 4:00 p.m. Eastern time). Certain financial intermediaries, however, may require submission of orders prior to that time. Any redemption request received from a dealer after that time will be priced at the net asset value at the close of regular trading on the next business day. Securities dealers or other financial intermediaries, including Merrill Lynch, may charge a fee to process a redemption of shares. Merrill Lynch currently charges a fee of $5.35. No processing fee is charged if you redeem shares held by the Transfer Agent. The Fund may reject an order to sell shares under certain circumstances permitted by the Securities and Exchange Commission, including during unusual market conditions or emergencies when the Fund can’t determine the value of its assets or sell its holdings.
	Sell through the Transfer Agent	You may sell shares held at the Transfer Agent by writing to the Transfer Agent at the address on the inside back cover of this prospectus. All shareholders on the account must sign the letter. A signature guarantee generally will be required but may be waived in certain limited circumstances. You can obtain a signature guarantee from a bank, securities dealer, securities broker, credit union, savings association, national securities exchange or registered securities association. A notary public seal is not acceptable. If you hold stock certificates, return the certificates with the letter. The Transfer Agent will normally mail redemption proceeds within seven days following receipt of a properly completed request. If you make a redemption request before the Fund has collected payment for the purchase of shares, the Fund or the Transfer Agent may delay mailing your proceeds. This delay will usually not exceed ten days from the date of purchase. You may also sell shares held by the Transfer Agent by telephone request if the amount being sold is less than $50,000 and if certain other conditions are met. Contact the Transfer Agent at 1-800-MER-FUND for details.
Sell Shares Systematically	Participate in the Fund’s Systematic Withdrawal Plan	You can choose to receive systematic payments from your Fund account either by check or through direct deposit to your bank account on a monthly or quarterly basis. If you have a Merrill Lynch CMA®, CBA® or Retirement Account you can arrange for systematic redemptions of a fixed dollar amount on a monthly, bi-monthly, quarterly, semi-annual or annual basis, subject to certain conditions. Under either method you must have dividends and other distributions automatically reinvested. For Class B and Class C shares your total annual withdrawals cannot be more than 10% per year of the value of your shares at the time your plan is established. The deferred sales charge is waived for systematic redemptions. Ask your Merrill Lynch Financial Advisor or other financial intermediary for details.

MERRILL LYNCH LOW DURATION FUND

27

If You Want to	Your Choices	Information Important for You to Know
Exchange Your Shares	Select the fund into which you want to exchange. Be sure to read that fund’s prospectus	You can exchange your shares of the Fund for shares of many other Merrill Lynch mutual funds. You must have held the shares used in the exchange for at least 15 calendar days before you can exchange to another fund. Each class of Fund shares is generally exchangeable for shares of the same class of another Merrill Lynch fund. If you own Class A shares and wish to exchange into a fund in which you have no Class A shares (and are not otherwise eligible to purchase Class A shares), you will exchange into Class D shares. Some of the Merrill Lynch mutual funds impose a different initial or deferred sales charge schedule. If you exchange Class A or Class D shares for shares of a fund with a higher initial sales charge than you originally paid, you will be charged the difference at the time of exchange. If you exchange Class B shares for shares of a fund with a different deferred sales charge schedule, the higher schedule will apply. The time you hold Class B or Class C shares in both funds will count when determining your holding period for calculating a deferred sales charge at redemption. If you exchange Class A or Class D shares for money market fund shares, you will receive Class A shares of Summit Cash Reserves Fund. Class B or Class C shares of the Fund will be exchanged for Class B shares of Summit. To exercise the exchange privilege contact your Merrill Lynch Financial Advisor or other financial intermediary or call the Transfer Agent at 1-800-MER-FUND. Although there is currently no limit on the number of exchanges that you can make, the exchange privilege may be modified or terminated at any time in the future on 60 days’ prior notice to shareholders.

Short-term or excessive trading into and out of the Fund may harm performance by disrupting portfolio management strategies and by increasing expenses. Accordingly, the Fund may reject any purchase orders, including exchanges, particularly from market timers or investors who, in Fund management’s opinion, have a pattern of short-term or excessive trading or whose trading has been or may be disruptive to the Fund. For these purposes, Fund management may consider an investor’s trading history in the Fund or other Merrill Lynch funds, and accounts under common ownership or control.

MERRILL LYNCH LOW DURATION FUND

28

Net asset value — the market value of the Fund’s total assets after deducting liabilities, divided by the number of shares outstanding.

HOW SHARES ARE PRICED

When you buy shares, you pay the net asset value, plus any applicable sales charge. This is the offering price. Shares are also redeemed at their net asset value, minus any applicable deferred sales charge. The Fund calculates its net asset value (generally by using market quotations) each day the New York Stock Exchange is open, after the close of regular trading on the Exchange (the Exchange generally closes at 4:00 p.m. Eastern time). If market quotations are not available, the Fund may use fair value. The net asset value used in determining your price is the next one calculated after your purchase or redemption order is placed. Foreign securities owned by the Fund may trade on weekends or other days when the Fund does not price its shares. As a result, the Fund’s net asset value may change on days when you will not be able to purchase or redeem the Fund’s shares.

The Fund may accept orders from certain authorized financial intermediaries or their designees. The Fund will be deemed to receive an order when received by the intermediary or designee and the order will receive the net asset value next computed by the Fund after such receipt. If the payment for a purchase order is not made by a designated later time, the order will be canceled and the financial intermediary could be held liable for any losses.

Generally, Class A shares will have the highest net asset value because that class has the lowest expenses, and Class D shares will have a higher net asset value than Class B or Class C shares. Class B shares will have a higher net asset value than Class C shares because Class B shares have lower distribution expenses than Class C shares. Also dividends paid on Class A and Class D shares will generally be higher than dividends paid on Class B and Class C shares because Class A and Class D shares have lower expenses.

PARTICIPATION IN MERRILL LYNCH FEE-BASED PROGRAMS

If you participate in certain fee-based programs offered by Merrill Lynch or other financial intermediary, you may be able to buy Class A shares at net asset value, including by exchanges from other share classes. Sales charges on the shares being exchanged may be reduced or waived under certain circumstances.

MERRILL LYNCH LOW DURATION FUND

29

Dividends  — ordinary income and capital gains paid to shareholders. Dividends may be reinvested in additional Fund shares as they are paid.

“BUYING A DIVIDEND”

Unless your investment is in a tax deferred account, you may want to avoid buying shares shortly before the Fund pays a dividend or distribution. The reason? If you buy shares when a fund has realized but not yet distributed income or capital gains, you will pay the full price for the shares and then receive a portion of the price back in the form of a taxable dividend. Before investing you may want to consult your tax adviser.

You generally cannot transfer shares held through a fee-based program into another account. Instead, you will have to redeem your shares held through the program and purchase shares of another class, which may be subject to distribution and account maintenance fees. This may be a taxable event and you will pay any applicable sales charges.

If you leave one of these programs, your shares may be redeemed or automatically exchanged into another class of Fund shares or into a money market fund. The class you receive may be the class you originally owned when you entered the program, or in certain cases, a different class. If the exchange is into Class B shares, the period before conversion to Class D shares may be modified. Any redemption or exchange will be at net asset value. However, if you participate in the program for less than a specified period, you may be charged a fee in accordance with the terms of the program.

Details about these features and the relevant charges are included in the client agreement for each fee-based program and are available from your Merrill Lynch Financial Advisor, selected securities dealer or other financial intermediary.

DIVIDENDS AND TAXES

The Fund will distribute any net investment income monthly, and any net realized long-term or short-term capital gains annually. The Fund may also pay a special distribution at the end of the calendar year to comply with Federal tax requirements. Dividends may be reinvested automatically in shares of the Fund at net asset value without a sales charge or may be taken in cash. If you would like to receive dividends in cash, contact your Merrill Lynch Financial Advisor, selected securities dealer, other financial intermediary or the Transfer Agent. Although this cannot be predicted with any certainty, the Fund anticipates that the majority of its dividends, if any, will consist of ordinary income. Capital gains paid by the Fund, if any, may be taxable to you at different rates depending, in part, on the length of time the Fund has held the assets sold.

MERRILL LYNCH LOW DURATION FUND

30

You may be subject to Federal income tax on dividends from the Fund whether you receive them in cash or additional shares. If you redeem Fund shares or exchange them for shares of another fund, you will generally be treated as having sold your shares and any gain on the transaction may be subject to Federal income tax. Capital gains are generally taxed at different rates than ordinary income dividends. In addition, dividends from the Fund may be subject to state and local income taxes.

If you are neither a lawful permanent resident nor a citizen of the U.S. or if you are a foreign entity, the Fund’s ordinary income dividends (which include distributions of net short-term capital gains) will generally be subject to a 30% U.S. withholding tax, unless a lower treaty rate applies.

Dividends and interest received by the Fund may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes.

By law, the Fund must withhold 30.5% of your dividends and redemption proceeds (30% beginning January 1, 2002) if you have not provided a taxpayer identification number or social security number or if the number you have provided is incorrect.

This section summarizes some of the consequences under current Federal income tax law of an investment in the Fund. It is not a substitute for personal tax advice. Consult your personal tax adviser about the potential tax consequences of an investment in the Fund under all applicable tax laws. The Fund’s Statement of Additional Information has more information about taxes.

MERRILL LYNCH LOW DURATION FUND

31

FUND ASSET MANAGEMENT

Fund Asset Management, L.P., the Fund’s Investment Adviser, manages the Fund’s investments under the overall supervision of the Board of Trustees of the Trust. The Investment Adviser has the responsibility for making all investment decisions for the Fund. For the fiscal period ended June 30, 2001, the Trust paid the Investment Adviser a fee at the annual rate of 0.21% of the average daily net assets of the Low Duration Master Portfolio. The Fund pays the Investment Adviser an administrative fee at the annual rate of 0.25% of the average daily net assets of the Fund.

Fund Asset Management was organized as an investment adviser in 1977 and offers investment advisory services to more than 50 registered investment companies. Fund Asset Management and its affiliates, including Merrill Lynch Investment Managers, had approximately $532 billion in investment company and other portfolio assets under management as of August 2001. This amount includes assets managed for Merrill Lynch affiliates.

MERRILL LYNCH LOW DURATION FUND

32

MASTER/ FEEDER STRUCTURE

The Fund is a “feeder” fund that invests in a corresponding “master” portfolio of the Fund Asset Management Master Trust. (Except where indicated, this prospectus uses the term “Fund” to mean this feeder fund and the Low Duration Master Portfolio taken together.) Investors in the Fund will acquire an indirect interest in the Low Duration Master Portfolio.

The Low Duration Master Portfolio may accept investments from other feeder funds, and all the feeders of the Low Duration Master Portfolio bear the Portfolio’s expenses in proportion to their assets. This structure may enable the Fund to reduce costs through economies of scale. A larger investment portfolio may also reduce certain transaction costs to the extent that contributions to and redemptions from the Portfolio from different feeders may offset each other and produce a lower net cash flow.

However, each feeder can set its own transaction minimums, fund-specific expenses, and other conditions. This means that one feeder could offer access to the Low Duration Master Portfolio on more attractive terms, or could experience better performance, than another feeder. Information about feeders is available by calling 1-800-MER-FUND.

Whenever the Low Duration Master Portfolio holds a vote of its feeder funds, the fund investing will pass the vote through to its own shareholders. Smaller feeder funds may be harmed by the actions of larger feeder funds. For example, a larger feeder fund could have more voting power than the Fund over the operations of the Low Duration Master Portfolio.

The Fund may withdraw from the Low Duration Master Portfolio at any time and may invest all of its assets in another pooled investment vehicle or retain an investment adviser to manage the Fund’s assets directly.

MERRILL LYNCH LOW DURATION FUND

33

FINANCIAL HIGHLIGHTS

The Financial Highlights table is intended to help you understand the Fund’s financial performance for the period shown. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends). This information has been audited by Ernst & Young LLP, whose report, along with the Fund’s financial statements, is included in the Fund’s annual report to shareholders, which is available upon request.

	For the Period October 6, 2000† to June 30, 2001
Increase (Decrease) in Net Asset Value:	Class A			Class B			Class C			Class D
Per Share Operating Performance:
Net asset value, beginning of period	$	10.00		$	10.00		$	10.00		$	10.00
Investment income — net		.40			.33			.32			.36
Realized and unrealized gain on investments from the Portfolio — net		.19			.18			.18			.19
Total from investment operations		.59			.51			.50			.55
Less dividends from investment income — net		(.38	)		(.33	)		(.32	)		(.36	)
Net asset value, end of period	$	10.21		$	10.18		$	10.18		$	10.19
Total Investment Return:**
Based on net asset value per share		5.95	%‡		5.16	%‡		5.10	%‡		5.58	%‡
Ratios to Average Net Assets:
Expenses, net of reimbursement††		.58	%*		1.48	%*		1.48	%*		.83	%*
Expenses††		8.51	%*		9.41	%*		9.41	%*		8.76	%*
Investment income — net		6.00	%*		5.10	%*		5.10	%*		5.75	%*
Supplemental Data:
Net assets, end of period (in thousands)	$	1,156		$	5,016		$	4,754		$	268
Portfolio turnover from the Portfolio		192.04	%		192.04	%		192.04	%		192.04	%

 *  Annualized.

 **  Total investment returns exclude the effects of sales charges. The Portfolio’s investment adviser reimbursed a portion of the Fund’s expenses. Without such reimbursement, the Fund’s performance would have been lower.

†	Commencement of operations.
††	Includes the Fund’s share of the Portfolio’s allocated expenses.
‡	Aggregate total investment return.

MERRILL LYNCH LOW DURATION FUND

34

MERRILL LYNCH LOW DURATION FUND

Shareholder Reports

Additional information about the Fund’s investments is available in the Fund’s annual and semi-annual reports to shareholders. In the Fund’s annual report you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year. You may obtain these reports at no cost by calling 1-800-MER-FUND.

The Fund will send you one copy of each shareholder report and certain other mailings, regardless of the number of Fund accounts you have. To receive separate shareholder reports for each account, call your Merrill Lynch Financial Advisor or write to the Transfer Agent at its mailing address. Include your name, address, tax identification number and Merrill Lynch brokerage or mutual fund account number. If you have any questions, please call your Merrill Lynch Financial Advisor or the Transfer Agent at 1-800-MER-FUND.

Statement of Additional Information

The Fund’s Statement of Additional Information contains further information about the Fund and is incorporated by reference (legally considered to be part of this prospectus). You may request a free copy by writing the Fund at Financial Data Services, Inc., P.O. Box 45289, Jacksonville, Florida 32232-5289 or by calling 1-800-MER-FUND.

Contact your Merrill Lynch Financial Advisor or the Fund at the telephone number or address indicated on the inside back cover of this prospectus if you have any questions.

Information about the Fund (including the Statement of Additional Information) can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Call 1-202-942-8090 for information on the operation of the public reference room. This information is also available on the SEC’s Internet site at http://www.sec.gov and copies may be obtained upon payment of a duplicating fee by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-6009.

You should rely only on the information contained in this Prospectus. No one is authorized to provide you with information that is different from the information contained in this prospectus.

File #811-10053

Code #ML-P-3070-1001

© Fund Asset Management, L.P.

October 26, 2001

 

Merrill Lynch Low

Duration Fund of

Merrill Lynch

Investment Managers

Funds, Inc.

EX-99.17.B 7 y57249a1ex99-17_b.htm STATEMENT OF ADDITIONAL INFORMATION

Exhibit 17(b)

STATEMENT OF ADDITIONAL INFORMATION

Merrill Lynch Low Duration Fund

of

Merrill Lynch Investment Managers Funds, Inc.

800 Scudders Mill Road, Plainsboro, New Jersey 08536  •  Phone No. (609) 282-2800

     Merrill Lynch Low Duration Fund (the “Fund”) is a diversified fund of Merrill Lynch Investment Managers Funds, Inc. (the “Company”). The Company is a diversified, open-end, management investment company which is organized as a Maryland corporation. The Fund seeks to maximize long-term total return, consistent with preservation of capital. The Fund will seek to achieve its investment objective by investing primarily in a diversified portfolio of bonds of different maturities. The Fund should be considered as a means of diversifying an investment portfolio and not in itself a balanced investment plan. For more information on the Fund’s investment objective and policies, see “Investment Objective and Policies.”

      The Fund is a “feeder” fund that invests all of its assets in the Low Duration Master Portfolio (the “Portfolio”) of the Fund Asset Management Master Trust (the “Master Trust”). The Portfolio has the same objective as the Fund. All investments will be made at the Master Trust level. The Fund’s investment results will correspond directly to the investment results of the Portfolio. There can be no assurance that the Fund will achieve its investment objective.

      Pursuant to the Merrill Lynch Select Pricing^SM System, the Fund offers four classes of shares of common stock, each with a different combination of sales charges, ongoing fees and other features. The Merrill Lynch Select Pricing^SM System permits an investor to choose the method of purchasing shares that the investor believes is most beneficial given the amount of the purchase, the length of time the investor expects to hold the shares and other relevant circumstances. See “Purchase of Shares.”

      Fund Asset Management, L.P. (the “Investment Adviser”) manages the assets of the Portfolio.

      This Statement of Additional Information of the Fund is not a prospectus and should be read in conjunction with the prospectus of the Fund, dated October 26, 2001 (the “Prospectus”), which has been filed with the Securities and Exchange Commission (the “Commission”) and can be obtained, without charge, by calling (800) 637-3863 or by writing the Fund at Financial Data Services, Inc., P.O. Box 45289, Jacksonville, Florida 32232-5289. The Prospectus is incorporated by reference into this Statement of Additional Information, and this Statement of Additional Information is incorporated by reference into the Prospectus. The Fund’s audited financial statements are incorporated in this Statement of Additional Information by reference to its 2001 annual report to shareholders. You may request a copy of the annual report at no charge by calling (800) 637-3863 between 8 a.m. and 8 p.m. Eastern time on any business day.

Fund Asset Management, L.P. — Investment Adviser

FAM Distributors, Inc. — Distributor

        The date of this Statement of Additional Information is October 26, 2001.

TABLE OF CONTENTS

		Page
Investment Objective and Policies			2
	Investment Restrictions		2
	Repurchase Agreements		3
	Bonds		4
	U.S. Government Securities		4
	Municipal Obligations		4
	Corporate Debt Securities		6
	Convertible Securities		6
	Mortgage-Related Securities		6
	Asset-Backed Securities		9
	Risk Factors Relating to Investing in Mortgage-Related and Asset-Backed Securities		10
	Duration		10
	Derivative Instruments		11
	Foreign Securities		15
	Foreign Currency Options and Related Risks		16
	Forward Foreign Currency Exchange Contracts		17
	Swap Agreements		18
	Foreign Investment Risks		19
	Risk Factors Relating to Investing in High Yield Securities		20
	Illiquid Securities		21
	Reverse Repurchase Agreements		22
	Dollar Rolls		22
	Borrowing		22
	Loans of Portfolio Securities		22
	When-Issued Securities		23
	Real Estate Investment Trusts		23
	Shares of Other Investment Companies		23
	Short Sales Against-the-Box		23
	Corporate Loans		23
	Temporary Defensive Position		23
Management of the Fund			24
	Directors and Officers		24
	Investment Advisory Arrangements		25
	Administration Arrangements		26
	Code of Ethics		28
Purchase of Shares			28
	Initial Sales Charge Alternatives — Class A and Class  D Shares		29
	Reduced Initial Sales Charges — Class A and Class D Shares		30
	Employer-Sponsored Retirement or Savings Plans and Certain Other Arrangements		31
	Deferred Sales Charge Alternatives — Class B and Class C Shares		33
	Distribution Plans		35
	Limitations on the Payment of Deferred Sales Charges		37
Redemption of Shares			38
	Redemption		39
	Repurchase		40
	Reinstatement Privilege — Class A and Class D Shares		40

		Page
	Deferred Sales Charge — Class B and Class C Shares		41
Portfolio Transactions			42
Determination of Net Asset Value			44
Shareholder Services			45
	Investment Account		45
	Automatic Investment Plans		46
	Fee-Based Programs		46
	Automatic Dividend Reinvestment Plan		47
	Systematic Withdrawal Plans		47
	Exchange Privilege		48
	Retirement and Education Savings Plans		50
Dividends and Taxes			51
Performance Data			52
Additional Information			54
	Organization of the Fund		54
	Description of Shares		54
	Computation of Offering Price Per Share		55
	Independent Auditors		55
	Accounting Services Provider		55
	Custodian		55
	Transfer Agent		55
	Distributor		56
	Legal Counsel		56
	Reports to Shareholders		56
	Shareholder Inquiries		56
	Additional Information		56
	Principal Holders		56
Financial Statements			57
Appendix — Description of Ratings			A-1

INVESTMENT OBJECTIVE AND POLICIES

      The investment objective of the Fund is to maximize long-term total return, consistent with preservation of capital.

      The Fund is a “feeder” fund that invests all of its assets in the Portfolio, which has the same investment objective as the Fund. All investments will be made at the Master Trust level. This structure is sometimes called a “master/ feeder” structure. The Fund’s investment results will correspond directly to the investment results of the Portfolio. For simplicity, however, this Statement of Additional Information, like the Prospectus, uses the term “Fund” to include the Portfolio. There can be no assurance that the investment objective of the Fund or the investment objective of the Portfolio will be realized. The investment objective of the Fund is a fundamental policy of the Fund and may not be changed without the approval of a majority of the Fund’s outstanding voting securities as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”). The investment objective of the Portfolio is a fundamental policy of the Portfolio and may not be changed without the approval of a majority of the Portfolio’s outstanding voting securities as defined in the Investment Company Act. Reference is made to the discussion under “How the Fund Invests” and “Investment Risks” in the Prospectus for information with respect to the Fund’s and the Portfolio’s investment objective and policies.

Investment Restrictions

      The Fund has adopted the following restrictions (in addition to its investment objective) as fundamental policies, which may not be changed without the favorable vote of the holders of a “majority” of the Fund’s outstanding voting securities, as defined in the Investment Company Act. Under the Investment Company Act, the vote of the holders of a “majority” of the Fund’s outstanding voting securities means the vote of the holders of the lesser of (1) 67% of the shares of the Fund represented at a meeting at which the holders of more than 50% of its outstanding shares are represented or (2) more than 50% of the outstanding shares.

      Except as noted, the Fund may not:

      1. Purchase any security, other than obligations of the U.S. government, its agencies, or instrumentalities (“U.S. government securities”), if as a result: (i) with respect to 75% of its total assets, more than 5% of the Fund’s total assets (determined at the time of investment) would then be invested in securities of a single issuer; or (ii) more than 25% of the Fund’s total assets (determined at the time of investment) would be invested in one or more issuers having their principal business activities in a single industry; provided that the Fund may invest all of its assets in an open-end management investment company, or series thereof, with substantially the same investment objective and policies as the Fund, without regard to the limitations set forth in this paragraph.

      2. Purchase securities on margin (but the Fund may obtain such short-term credits as may be necessary for the clearance of transactions), provided that the deposit or payment by the Fund of initial or maintenance margin in connection with futures or options is not considered the purchase of a security on margin.

      3. Make short sales of securities or maintain a short position, unless at all times when a short position is open it owns an equal amount of such securities or securities convertible into or exchangeable, without payment of any further consideration, for securities of the same issue as, and equal in amount to, the securities sold short (short sale against-the-box), and unless not more than 25% of the Fund’s net assets (taken at current value) is held as collateral for such sales at any one time.

      4. Issue senior securities, borrow money or pledge its assets except that the Fund may borrow from a bank for temporary or emergency purposes in amounts not exceeding 10% (taken at the lower of cost or current value) of its total assets (not including the amount borrowed) and pledge its assets to secure such borrowings. (The Fund may borrow from banks or enter into reverse repurchase agreements and pledge assets in connection therewith, but only if immediately after each borrowing there is asset coverage of 300%.)

2

      5. Purchase any security (other than U.S. government securities) if as a result, with respect to 75% of the Fund’s total assets, the Fund would then hold more than 10% of the outstanding voting securities of an issuer; provided that the Fund may invest all of its assets in an open-end management investment company, or series thereof, with substantially the same investment objective and policies as the Fund, without regard to the limitations set forth in this paragraph.

      6. Act as underwriter except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under certain Federal securities laws; provided that the purchase by the Fund of securities issued by an open-end management investment company, or a series thereof, with substantially the same investment objective and policies as the Fund shall not constitute an underwriting for purposes of this paragraph.

      7. Make investments for the purpose of exercising control or management; provided that the Fund may invest all of its assets in an open-end management investment company, or series thereof, with substantially the same investment objective and policies as the Fund, without regard to the limitations set forth in this paragraph.

      8. Participate on a joint or joint and several basis in any trading account in securities.

      9. Make loans, except (i) through repurchase agreements or (ii) having an aggregate market value in excess of one-third of the total assets of the Fund. The acquisition of debt obligations in which the Fund may invest is not considered the making of a loan.

      10. Buy and sell commodities and commodity contracts and real estate and interests in real estate except to the extent set forth in the Prospectus and Statement of Additional Information.

      While the Fund invests in the Portfolio, it will treat the Portfolio’s assets as its own for purposes of its industry concentration policy.

      The Fund will provide 60 days’ prior written notice to shareholders of a change in the Fund’s non-fundamental policy of investing at least 80% of its net assets plus borrowings for investment purposes in the type of investments suggested by the Fund’s name.

      Any percentage limitation on the Fund’s investments is determined when the investment is made, unless otherwise noted.

      Because of the affiliation of Merrill Lynch, Pierce, Fenner & Smith Incorporated with the Investment Adviser, the Fund is prohibited from engaging in certain transactions involving Merrill Lynch, Pierce, Fenner & Smith Incorporated or its affiliates (collectively, “Merrill Lynch”) except for brokerage transactions permitted under the Investment Company Act involving only usual and customary commissions or transactions pursuant to an exemptive order under the Investment Company Act. Included among such prohibited transactions are (i) purchases from and sales to Merrill Lynch of securities in transactions where Merrill Lynch acts as principal and (ii) purchases of securities from underwriting syndicates of which Merrill Lynch is a member. See “Portfolio Transactions.”

Repurchase Agreements

      A repurchase agreement is an agreement where the seller agrees to repurchase a security from the Fund at a mutually agreed-upon time and price. The period of maturity is usually quite short, possibly overnight or a few days, although it may extend over a number of months. The resale price is more than the purchase price, reflecting an agreed-upon rate of return effective for the period of time the Fund’s money is invested in the repurchase agreement. The Fund’s repurchase agreements will at all times be fully collateralized in an amount at least equal to the resale price. The instruments held as collateral are valued daily, and if the value of these instruments declines, the Fund will require additional collateral. In the event of a default, insolvency or bankruptcy by a seller, the Fund will promptly seek to liquidate the collateral. In such circumstances, the Fund could experience a delay or be prevented from disposing of the collateral. To the extent that the proceeds from any sale of such collateral upon a default in the obligation to repurchase are less than the repurchase price, the Fund will suffer a loss.

3

Bonds

      The term “bond” or “bonds” as used in the Prospectus and this Statement of Additional Information is intended to include all manner of fixed-income securities, debt securities, asset-backed and mortgage-backed securities and other debt obligations unless specifically defined or the context requires otherwise.

U.S. Government Securities

      U.S. government agencies or instrumentalities which issue or guarantee securities include the Federal National Mortgage Association, Government National Mortgage Association, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal Intermediate Credit Banks, Federal Land Banks, Tennessee Valley Authority, Inter-American Development Bank, Asian Development Bank, Student Loan Marketing Association and the International Bank for Reconstruction and Development.

      Except for U.S. Treasury securities, obligations of U.S. government agencies and instrumentalities may or may not be supported by the full faith and credit of the United States. Some are backed by the right of the issuer to borrow from the Treasury; others by discretionary authority of the U.S. government to purchase the agencies’ obligations; while still others, such as the Student Loan Marketing Association, are supported only by the credit of the instrumentality. In the case of securities not backed by the full faith and credit of the United States, the investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment, and may not be able to assert a claim against the United States itself in the event the agency or instrumentality does not meet its commitment. The Fund will invest in securities of such instrumentality only when the Investment Adviser is satisfied that the credit risk with respect to any instrumentality is acceptable.

      The Fund may invest in component parts of U.S. Treasury notes or bonds, namely, either the corpus (principal) of such Treasury obligations or one of the interest payments scheduled to be paid on such obligations. These obligations may take the form of (1) Treasury obligations from which the interest coupons have been stripped; (2) the interest coupons that are stripped; (3) book-entries at a Federal Reserve member bank representing ownership of Treasury obligation components; or (4) receipts evidencing the component parts (corpus or coupons) of Treasury obligations that have not actually been stripped. Such receipts evidence ownership of component parts of Treasury obligations (corpus or coupons) purchased by a third party (typically an investment banking firm) and held on behalf of the third party in physical or book-entry form by a major commercial bank or trust company pursuant to a custody agreement with the third party. These custodial receipts are known by various names, including “Treasury Receipts,” “Treasury Investment Growth Receipts” (“TIGRs”) and “Certificates of Accrual on Treasury Securities” (“CATS”), and are not issued by the U.S. Treasury; therefore they are not U.S. government securities, although the underlying bonds represented by these receipts are debt obligations of the U.S. Treasury.

Municipal Obligations

      The Fund may invest in municipal obligations. The two principal classifications of municipal bonds, notes and commercial paper are “general obligation” and “revenue” bonds, notes or commercial paper. General obligation bonds, notes or commercial paper are secured by the issuer’s pledge of its faith, credit and taxing power for the payment of principal and interest. Issuers of general obligation bonds, notes or commercial paper include states, counties, cities, towns and other governmental units. Revenue bonds, notes and commercial paper are payable from the revenues derived from a particular facility or class of facilities or, in some cases, from specific revenue sources. Revenue bonds, notes or commercial paper are issued for a wide variety of purposes, including the financing of electric, gas, water and sewer systems and other public utilities; industrial development and pollution control facilities; single and multifamily housing units; public buildings and facilities; air and marine ports; transportation facilities such as toll roads, bridges and tunnels; and health and educational facilities such as hospitals and dormitories. They rely primarily on user fees to pay debt service, although the principal revenue source is often supplemented by additional security features which are intended to enhance the creditworthiness of the issuer’s obligations. In some cases, particularly revenue bonds issued to

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finance housing and public buildings, a direct or implied “moral obligation” of a governmental unit may be pledged to the payment of debt service. In other cases, a special tax or other charge may augment user fees.

      Included within the revenue bonds category are participations in municipal lease obligations or installment purchase contracts of municipalities (collectively, “lease obligations”). State and local governments issue lease obligations to acquire equipment leases and facilities. Lease obligations may have risks not normally associated with general obligation or other revenue bonds. Leases and installment purchase or conditional sale contracts (which may provide for title to the leased asset to pass eventually to the issuer) have developed as a means for governmental issuers to acquire property and equipment without the necessity of complying with the constitutional and statutory requirements generally applicable for the issuance of debt. Certain lease obligations contain “non-appropriation” clauses that provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for such purpose by the appropriate legislative body on an annual or other periodic basis. Consequently, continued lease payments on those lease obligations containing “non-appropriation” clauses are dependent on future legislative actions. If such legislative actions do not occur, the holders of the lease obligations may experience difficulty in exercising their rights, including disposition of the property.

      Private activity obligations are issued to finance, among other things, privately operated housing facilities, pollution control facilities, convention or trade show facilities, mass transit, airport, port or parking facilities and certain facilities for water supply, gas, electricity, sewage or solid waste disposal. Private activity obligations are also issued to privately held or publicly owned corporations in the financing of commercial or industrial facilities. The principal and interest on these obligations may be payable from the general revenues of the users of such facilities. Shareholders, depending on their individual tax status, may be subject to the Federal alternative minimum tax on the portion of a distribution attributable to these obligations. Interest on private activity obligations will be considered exempt from Federal income taxes; however, shareholders should consult their own tax advisers to determine whether they may be subject to the Federal alternative minimum tax.

      Resource recovery obligations are a type of municipal revenue obligation issued to build facilities such as solid waste incinerators or waste-to-energy plants. Usually, a private corporation will be involved and the revenue cash flow will be supported by fees or units paid by municipalities for the use of the facilities. The viability of a resource recovery project, environmental protections regulations and project operator tax incentives may affect the value and credit quality of these obligations.

      Tax, revenue or bond anticipation notes are issued by municipalities in expectation of future tax or other revenues which are payable from these specific taxes or revenues. Bond anticipation notes usually provide interim financing in advance of an issue of bonds or notes, the proceeds of which are used to repay the anticipation notes. Tax-exempt commercial paper is issued by municipalities to help finance short-term capital or operating needs in anticipation of future tax or other revenue.

      A variable rate obligation is one whose terms provide for the adjustment of its interest rate on set dates and which, upon such adjustment, can reasonably be expected to have a market value that approximates its par value. A floating rate obligation has terms which provide for the adjustment of its interest rate whenever a specified interest rate changes and which, at any time, can reasonably be expected to have a market value that approximates its par value. Variable or floating rate obligations may be secured by bank letters of credit.

      Variable rate auction and residual interest obligations are created when an issuer or dealer separates the principal portion of a long-term, fixed-rate municipal bond into two long-term, variable-rate instruments. The interest rate on one portion reflects short-term interest rates, while the interest rate on the other portion is typically higher than the rate available on the original fixed-rate bond.

      Yields on municipal securities are dependent on a variety of factors, including the general conditions of the municipal bond and municipal note markets, the size of a particular offering, the maturity of the obligation and the rating of the issue. The achievement of the Fund’s investment objective is dependent in part on the continuing ability of the issuers of municipal securities in which the Fund invests to meet their obligations for the payment of principal and interest when due. Obligations of issuers of municipal securities are subject to

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the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the Bankruptcy Reform Act of 1978, as amended. Therefore, the possibility exists that, as a result of litigation or other conditions, the ability of any issuer to pay, when due, the principal of and interest on its municipal securities may be materially affected.

Corporate Debt Securities

      The Fund’s investments in U.S. dollar or foreign currency-denominated corporate debt securities of domestic or foreign issuers are limited to corporate debt securities (corporate bonds, debentures, notes and other similar corporate debt instruments) which meet the minimum ratings criteria set forth for the Fund, or, if unrated, are in the Investment Adviser’s opinion comparable in quality to corporate debt securities in which the Fund may invest. The rate of return or return of principal on some debt obligations may be linked or indexed to the level of exchange rates between the U.S. dollar and a foreign currency or currencies.

Convertible Securities

      The Fund may invest in convertible securities of domestic or foreign issuers, which meet the ratings criteria set forth in the Prospectus. A convertible security is a fixed-income security (a bond or preferred stock) which may be converted at a stated price within a specified period of time into a certain quantity of common stock or other equity securities of the same or a different issuer. Convertible securities rank senior to common stock in a corporation’s capital structure but are usually subordinated to similar non-convertible securities. While providing a fixed-income stream (generally higher in yield than the income derivable from common stock but lower than that afforded by a similar non-convertible security), a convertible security also affords an investor the opportunity, through its conversion feature, to participate in the capital appreciation attendant upon a market price advance in the convertible security’s underlying common stock.

      In general, the market value of a convertible security is at least the higher of its “investment value” (that is, its value as a fixed-income security) or its “conversion value” (that is, its value upon conversion into its underlying stock). As a fixed-income security, a convertible security tends to increase in market value when interest rates decline and tends to decrease in value when interest rates rise. However, the price of a convertible security is also influenced by the market value of the security’s underlying common stock. The price of a convertible security tends to increase as the market value of the underlying stock rises, whereas it tends to decrease as the market value of the underlying stock declines. While no securities investment is without some risk, investments in convertible securities generally entail less risk than investments in the common stock of the same issuer.

Mortgage-Related Securities

      The Fund may invest in residential or commercial mortgage-related securities, including mortgage pass-through securities, collateralized mortgage obligations (“CMOs”), adjustable rate mortgage securities, CMO residuals, stripped mortgage-related securities, floating and inverse floating rate securities and tiered index bonds.

      Mortgage Pass-Through Securities. Mortgage pass-through securities represent interests in pools of mortgages in which payments of both principal and interest on the securities are generally made monthly, in effect “passing through” monthly payments made by borrowers on the residential or commercial mortgage loans which underlie the securities (net of any fees paid to the issuer or guarantor of the securities). Mortgage pass-through securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Early repayment of principal on mortgage pass-through securities (arising from prepayments of principal due to the sale of underlying property, refinancing, or foreclosure, net of fees and costs which may be incurred) may expose the Fund to a lower rate of return upon reinvestment of principal. Also, if a security subject to repayment has been purchased at a premium, in the event of prepayment, the value of the premium would be lost.

      There are currently three types of mortgage pass-through securities: (1) those issued by the U.S. government or one of its agencies or instrumentalities, such as the Government National Mortgage

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Association (“Ginnie Mae”), the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”); (2) those issued by private issuers that represent an interest in or are collateralized by pass-through securities issued or guaranteed by the U.S. government or one of its agencies or instrumentalities; and (3) those issued by private issuers that represent an interest in or are collateralized by whole mortgage loans or pass-through securities without a government guarantee but usually having some form of private credit enhancement.

      Ginnie Mae is a wholly-owned United States government corporation within the Department of Housing and Urban Development. Ginnie Mae is authorized to guarantee, with the full faith and credit of the United States government, the timely payment of principal and interest on securities issued by the institutions approved by Ginnie Mae (such as savings and loan institutions, commercial banks and mortgage banks), and backed by pools of FHA-insured or VA-guaranteed mortgages.

      Obligations of Fannie Mae and Freddie Mac are not backed by the full faith and credit of the United States government. In the case of obligations not backed by the full faith and credit of the United States government, the Fund must look principally to the agency issuing or guaranteeing the obligation for ultimate repayment. Fannie Mae and Freddie Mac may borrow from the U.S. Treasury to meet its obligations, but the U.S. Treasury is under no obligation to lend to Fannie Mae or Freddie Mac.

      Private mortgage pass-through securities are structured similarly to Ginnie Mae, Fannie Mae, and Freddie Mac mortgage pass-through securities and are issued by originators of and investors in mortgage loans, including depository institutions, mortgage banks, investment banks and special purpose subsidiaries of the foregoing.

      Pools created by private mortgage pass-through issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the private pools. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit. The insurance and guarantees are issued by governmental entities, private insurers and the mortgage poolers. The insurance and guarantees and the creditworthiness of the issuers thereof will be considered in determining whether a mortgage-related security meets the Fund’s investment quality standards. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. Private mortgage pass-through securities may be bought without insurance or guarantees if, through an examination of the loan experience and practices of the originator/ servicers and poolers, the Investment Adviser determines that the securities meet the Fund’s quality standards.

      Collateralized Mortgage Obligations. CMOs are debt obligations collateralized by residential or commercial mortgage loans or residential or commercial mortgage pass-through securities. Interest and prepaid principal are generally paid monthly. CMOs may be collateralized by whole mortgage loans or private mortgage pass-through securities but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by Ginnie Mae, Freddie Mac, or Fannie Mae. The issuer of a series of CMOs may elect to be treated as a Real Estate Mortgage Investment Conduit (“REMIC”). All future references to CMOs also include REMICs.

      CMOs are structured into multiple classes, each bearing a different stated maturity. Actual maturity and average life will depend upon the prepayment experience of the collateral which is ordinarily unrelated to the stated maturity date. CMOs often provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes usually receive principal only after the first class has been retired. An investor may be partially protected against a sooner than desired return of principal because of the sequential payments.

      Certain issuers of CMOs are not considered investment companies pursuant to a rule adopted by the Commission, and the Fund may invest in the securities of such issuers without the limitations imposed by the

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Investment Company Act on investments by the Fund in other investment companies. In addition, in reliance on an earlier Commission interpretation, the Fund’s investments in certain other qualifying CMOs, which cannot or do not rely on the rule, are also not subject to the limitation of the Investment Company Act on acquiring interests in other investment companies. In order to be able to rely on the Commission’s interpretation, these CMOs must be unmanaged, fixed asset issuers, that: (1) invest primarily in mortgage-backed securities; (2) do not issue redeemable securities; (3) operate under general exemptive orders exempting them from all provisions of the Investment Company Act; and (4) are not registered or regulated under the Investment Company Act as investment companies. To the extent that the Fund selects CMOs that cannot rely on the rule or do not meet the above requirements, the Fund may not invest more than 10% of its assets in all such entities and may not acquire more than 3% of the voting securities of any single such entity.

      The Fund may also invest in, among other things, parallel pay CMOs, Planned Amortization Class CMOs (“PAC bonds”), sequential pay CMOs, and floating rate CMOs. Parallel pay CMOs are structured to provide payments of principal on each payment date to more than one class. PAC bonds generally require payments of a specified amount of principal on each payment date. Sequential pay CMOs generally pay principal to only one class while paying interest to several classes. Floating rate CMOs are securities whose coupon rate fluctuates according to some formula related to an existing market index or rate. Typical indices would include the eleventh district cost-of-funds index (“COFI”), the London Interbank Offered Rate (“LIBOR”), one-year Treasury yields, and ten-year Treasury yields.

      Adjustable Rate Mortgage Securities. Adjustable rate mortgage securities (“ARMs”) are pass-through securities collateralized by mortgages with adjustable rather than fixed rates. ARMs eligible for inclusion in a mortgage pool generally provide for a fixed initial mortgage interest rate for either the first three, six, twelve, thirteen, thirty-six, or sixty scheduled monthly payments. Thereafter, the interest rates are subject to periodic adjustment based on changes to a designated benchmark index.

      ARMs contain maximum and minimum rates beyond which the mortgage interest rate may not vary over the lifetime of the security. In addition, certain ARMs provide for additional limitations on the maximum amount by which the mortgage interest rate may adjust for any single adjustment period. In the event that market rates of interest rise more rapidly to levels above that of the ARM’s maximum rate, the ARM’s coupon may represent a below market rate of interest. In these circumstances, the market value of the ARM security will likely have fallen.

      Certain ARMs contain limitations on changes in the required monthly payment. In the event that a monthly payment is not sufficient to pay the interest accruing on an ARM, any such excess interest is added to the principal balance of the mortgage loan, which is repaid through future monthly payments. If the monthly payment for such an instrument exceeds the sum of the interest accrued at the applicable mortgage interest rate and the principal payment required at such point to amortize the outstanding principal balance over the remaining term of the loan, the excess is then utilized to reduce the outstanding principal balance of the ARM.

      CMO Residuals. CMO residuals are derivative mortgage securities issued by agencies or instrumentalities of the U.S. government or by private originators of, or investors in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks, and special purpose entities of the foregoing.

      The cash flow generated by the mortgage assets underlying a series of CMOs is applied first to make required payments of principal and interest on the CMOs and second to pay the related administrative expenses of the issuer. The residual in a CMO structure generally represents the interest in any excess cash flow remaining after making the foregoing payments. Each payment of such excess cash flow to a holder of the related CMO residual represents income and/or a return of capital. The amount of residual cash flow resulting from a CMO will depend on, among other things, the characteristics of the mortgage assets, the coupon rate of each class of CMO, prevailing interest rates, the amount of administrative expenses and the prepayment experience on the mortgage assets. In part, the yield to maturity on the CMO residuals is extremely sensitive to prepayments on the related underlying mortgage assets, in the same manner as an interest-only (“IO”) class of stripped mortgage-related securities. See “Stripped Mortgage-Related Securities” below. In addition,

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if a series of a CMO includes a class that bears interest at an adjustable rate, the yield to maturity on the related CMO residual will also be extremely sensitive to changes in the level of the index upon which interest rate adjustments are based. As described below with respect to stripped mortgage-related securities, in certain circumstances the Fund may fail to recoup fully its initial investment in a CMO residual.

      CMO residuals are generally purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers. The CMO residual market has recently developed and CMO residuals currently may not have the liquidity of other more established securities trading in other markets. Transactions in CMO residuals are generally completed only after careful review of the characteristics of the securities in question. In addition, CMO residuals may or, pursuant to an exemption therefrom, may not have been registered under the Securities Act of 1933, as amended (“Securities Act”). CMO residuals, whether or not registered under such Act, may be subject to certain restrictions on transferability, and may be deemed “illiquid” and subject to the Fund’s limitations on investment in illiquid securities.

      Stripped Mortgage-Related Securities. Stripped mortgage-related securities (“SMBS”) are derivative multi-class mortgage securities. SMBS may be issued by agencies or instrumentalities of the U.S. government, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks, and special purpose entities of the foregoing.

      SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the “IO class”), while the other class will receive all of the principal (the “PO class”). The yield to maturity on an IO class is extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on the Fund’s yield to maturity from these securities. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the Fund may fail to fully recoup its initial investment in these securities even if the security is in one of the highest rating categories.

      Although SMBS are purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, these securities were only recently introduced. As a result, established trading markets have not yet been fully developed and accordingly, these securities may be deemed “illiquid” and subject to the Fund’s limitations on investment in illiquid securities.

      Inverse Floaters. An inverse floater is a debt instrument with a floating or variable interest rate that moves in the opposite direction to the interest rate on another security or index level. Changes in the interest rate on the other security or index inversely affect the residual interest rate paid on the inverse floater, with the result that the inverse floater’s price will be considerably more volatile than that of a fixed rate bond. Inverse floaters may experience gains when interest rates fall and may suffer losses in periods of rising interest rates. The market for inverse floaters is relatively new.

      Tiered Index Bonds. Tiered index bonds are relatively new forms of mortgage-related securities. The interest rate on a tiered index bond is tied to a specified index or market rate. So long as this index or market rate is below a predetermined “strike” rate, the interest rate on the tiered index bond remains fixed. If, however, the specified index or market rate rises above the “strike” rate, the interest rate of the tiered index bond will decrease. Thus, under these circumstances, the interest rate on a tiered index bond, like an inverse floater, will move in the opposite direction of prevailing interest rates, with the result that the price of the tiered index bond may be considerably more volatile than that of a fixed-rate bond.

Asset-Backed Securities

      The Fund may invest in various types of asset-backed securities. Through the use of trusts and special purpose corporations, various types of assets, primarily automobile and credit card receivables and home equity loans, are being securitized in pass-through structures similar to the mortgage pass-through or in a pay-

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through structure similar to the CMO structure. Investments in these and other types of asset-backed securities must be consistent with the investment objective and policies of the Fund.

Risk Factors Relating to Investing in Mortgage-Related and Asset-Backed Securities

      The yield characteristics of mortgage-related and asset-backed securities differ from traditional debt securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that principal may be prepaid at any time because the underlying mortgage loans or other assets generally may be prepaid at any time. As a result, if the Fund purchases such a security at a premium, a prepayment rate that is faster than expected will reduce yield to maturity, while a prepayment rate that is slower than expected will have the opposite effect of increasing yield to maturity. Alternatively, if the Fund purchases these securities at a discount, faster than expected prepayments will increase, while slower than expected prepayments will reduce, yield to maturity. The Fund may invest a portion of its assets in derivative mortgage-related securities which are highly sensitive to changes in prepayment and interest rates. The Investment Adviser will seek to manage these risks (and potential benefits) by diversifying its investments in such securities and through hedging techniques.

      During periods of declining interest rates, prepayment of mortgages underlying mortgage-related securities can be expected to accelerate. Accordingly, the Fund’s ability to maintain positions in high-yielding mortgage-related securities will be affected by reductions in the principal amount of such securities resulting from such prepayments, and its ability to reinvest the returns of principal at comparable yields is subject to generally prevailing interest rates at that time. Conversely, slower than expected prepayments may effectively change a security that was considered short or intermediate-term at the time of purchase into a long-term security. Long-term securities tend to fluctuate more in response to interest rate changes, leading to increased net asset value volatility. Prepayments may also result in the realization of capital losses with respect to higher yielding securities that had been bought at a premium or the loss of opportunity to realize capital gains in the future from possible future appreciation.

      Asset-backed securities involve certain risks that are not posed by mortgage-related securities, resulting mainly from the fact that asset-backed securities do not usually contain the complete benefit of a security interest in the related collateral. For example, credit card receivables generally are unsecured and the debtors are entitled to the protection of a number of state and Federal consumer credit laws, some of which may reduce the ability to obtain full payment. In the case of automobile receivables, due to various legal and economic factors, proceeds from repossessed collateral may not always be sufficient to support payments on these securities.

Duration

      In selecting securities for the Fund, the Investment Adviser makes use of the concept of duration for fixed-income securities. Duration is a measure of the expected life of a fixed-income security. Duration incorporates a bond’s yield, coupon interest payments, final maturity and call features into one measure. Most debt obligations provide interest (“coupon”) payments in addition to a final (“par”) payment at maturity. Some obligations also have call provisions. Depending on the relative magnitude of these payments, the market values of debt obligations may respond differently to changes in the level and structure of interest rates.

      Duration is a measure of the expected life of a fixed-income security on a present value basis. Duration takes the length of the time intervals between the present time and the time that the interest and principal payments are scheduled or, in the case of a callable bond, expected to be received, and weights them by the present values of the cash to be received at each future point in time. For any fixed-income security with interest payments occurring prior to the payment of principal, duration is always less than maturity. In general, all other things being the same, the lower the stated or coupon rate of interest of a fixed-income security, the longer the duration of the security; conversely, the higher the stated or coupon rate of interest of a fixed-income security, the shorter the duration of the security.

      Futures, options and options on futures have durations which, in general, are closely related to the duration of the securities which underlie them. Holding long futures or call option positions (backed by a

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segregated account of cash and cash equivalents) will lengthen the Fund’s duration by approximately the same amount that holding an equivalent amount of the underlying securities would.

      Short futures or put options positions have durations roughly equal to the negative duration of the securities that underlie those positions, and have the effect of reducing portfolio duration by approximately the same amount that selling an equivalent amount of the underlying securities would.

      There are some situations where even the standard duration calculation does not properly reflect the interest rate exposure of a security. For example, floating and variable rate securities often have final maturities of ten or more years; however, their interest rate exposure corresponds to the frequency of the coupon reset. Another example where the interest rate exposure is not properly captured by duration is the case of mortgage pass-through securities. The stated final maturity of such securities is generally 30 years, but current prepayment rates are more critical in determining the securities’ interest rate exposure. In these and other similar situations, the Investment Adviser will use more sophisticated analytical techniques that incorporate the economic life of a security into the determination of its interest rate exposure.

Derivative Instruments

      To the extent consistent with its investment objective and policies and the investment restrictions listed in this Statement of Additional Information, the Fund may purchase and write call and put options on securities, securities indexes and foreign currencies and enter into forward contracts and futures contracts and use options on futures contracts. The Fund also may enter into swap agreements with respect to foreign currencies, interest rates and securities indexes. The Fund may use these techniques to hedge against changes in interest rates, foreign currency exchange rates, or securities prices or as part of its overall investment strategies. The Fund may also purchase and sell options relating to foreign currencies for the purpose of increasing exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. The Fund will mark as segregated cash, U.S. government securities, equity securities or other liquid, unencumbered assets, marked-to-market daily (or, as permitted by applicable regulation, enter into certain offsetting positions), to cover its obligations under forward contracts, futures contracts, swap agreements and options to avoid leveraging of the Fund.

      Options on Securities and on Securities Indexes. The Fund may purchase put options on securities to protect holdings in an underlying or related security against a substantial decline in market value. The Fund may purchase call options on securities to protect against substantial increases in prices of securities the Fund intends to purchase pending its ability to invest in such securities in an orderly manner. The Fund may sell put or call options it has previously purchased, which could result in a net gain or loss depending on whether the amount realized on the sale is more or less than the premium and other transaction costs paid on the put or call option which is sold. The Fund may write a call or put option only if the option is “covered” by the Fund holding a position in the underlying securities or by other means which would permit immediate satisfaction of the Fund’s obligation as writer of the option. Prior to exercise or expiration, an option may be closed out by an offsetting purchase or sale of an option of the same series.

      The purchase and writing of options involve certain risks. During the option period, the covered call writer has, in return for the premium on the option, given up the opportunity to profit from a price increase in the underlying securities above the exercise price, but, as long as its obligation as a writer continues, has retained the risk of loss should the price of the underlying securities decline. The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying securities at the exercise price. If a put or call option purchased by the Fund is not sold when it has remaining value, and if the market price of the underlying security, in the case of a put, remains equal to or greater than the exercise price or, in the case of a call, remains less than or equal to the exercise price, the Fund will lose its entire investment in the option. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security. There can be no assurance that a liquid market will exist when the Fund seeks to close out an option position.

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Furthermore, if trading restrictions or suspensions are imposed on the options markets, the Fund may be unable to close out a position.

      There are several risks associated with transactions in options on securities and on indexes. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.

      There can be no assurance that a liquid market will exist when the Fund seeks to close out an option position. If the Fund were unable to close out an option that it had purchased on a security, it would have to exercise the option in order to realize any profit or the option may expire worthless. If the Fund were unable to close out a covered call option that it had written on a security, it would not be able to sell the underlying security unless the option expired without exercise. As the writer of a covered call option, the Fund forgoes, during the option’s life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the exercise price of the call.

      If trading were suspended in an option purchased by the Fund, the Fund would not be able to close out the option. If restrictions on exercise were imposed, the Fund might be unable to exercise an option it had purchased. Except to the extent that a call option on an index written by the Fund is covered by an option on the same index purchased by the Fund, movements in the index may result in a loss to the Fund; however, such losses may be mitigated by changes in the value of the Fund’s securities during the period the option was outstanding.

      Futures Contracts and Options on Futures Contracts. The Fund may use interest rate, foreign currency or index futures contracts. An interest rate, foreign currency or index futures contract provides for the future sale by one party and purchase by another party of a specified quantity of a financial instrument, foreign currency or the cash value of an index at a specified price and time. A futures contract on an index is an agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written. Although the value of an index might be a function of the value of certain specified securities, no physical delivery of these securities is made.

      The Fund may purchase and write call and put options on futures. Options on futures possess many of the same characteristics as options on securities and indexes (discussed above). An option on a futures contract gives the holder the right, in return for the premium paid, to assume a long position (call) or short position (put) in a futures contract at a specified exercise price at any time during the period of the option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true.

      The Fund will use futures contracts and options on futures contracts in accordance with the rules of the Commodity Futures Trading Commission (“CFTC”). For example, the Fund might use futures contracts to hedge against anticipated changes in interest rates that might adversely affect either the value of the Fund’s securities or the price of the securities which the Fund intends to purchase. The Fund’s hedging activities may include sales of futures contracts as an offset against the effect of expected increases in interest rates, and purchases of futures contracts as an offset against the effect of expected declines in interest rates. Although other techniques could be used to reduce the Fund’s exposure to interest rate fluctuations, the Fund may be able to hedge its exposure more effectively and perhaps at a lower cost by using futures contracts and options on futures contracts.

      The Fund will only enter into futures contracts and options on futures contracts which are standardized and traded on a U.S. or foreign exchange, board of trade, or similar entity, or quoted on an automated quotation system.

      When a purchase or sale of a futures contract is made by the Fund, the Fund is required to deposit with its custodian or futures commission merchant a specified amount of cash or U.S. government securities (“initial margin”). The margin required for a futures contract is set by the exchange on which the contract is

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traded and may be modified during the term of the contract. The initial margin is in the nature of a performance bond or good faith deposit on the futures contract which is returned to the Fund upon termination of the contract, assuming all contractual obligations have been satisfied. The Fund expects to earn interest income on its initial margin deposits. A futures contract held by the Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day the Fund pays or receives cash, called “variation margin”, equal to the daily change in value of the futures contract. This process is known as “marking to market”. Variation margin does not represent a borrowing or loan by the Fund but is instead a settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired. In computing daily net asset value, the Fund will mark to market its open futures positions.

      The Fund is also required to deposit and maintain margin with respect to put and call options on futures contracts written by it. Such margin deposits will vary depending on the nature of the underlying futures contract (and the related initial margin requirements), the current market value of the option, and other futures positions held by the Fund.

      Although some futures contracts call for making or taking delivery of the underlying securities, generally these obligations are closed out prior to delivery by offsetting purchases or sales of matching futures contracts (same exchange, underlying security or index and delivery month). If an offsetting purchase price is less than the original sale price, the Fund realizes a capital gain, or if it is more, the Fund realizes a capital loss. Conversely, if an offsetting sale price is more than the original purchase price, the Fund realizes a capital gain, or if it is less, the Fund realizes a capital loss. The transaction costs must also be included in these calculations.

      Limitations on Use of Futures and Options Thereon. When purchasing a futures contract, the Fund will maintain with its custodian (and mark-to-market on a daily basis) cash, U.S. government securities, equity securities or other liquid, unencumbered assets that, when added to the amounts deposited as margin with a futures commission merchant or the custodian, are equal to the market value of the futures contract. Alternatively, the Fund may “cover” its position by purchasing a put option on the same futures contract with a strike price as high or higher than the price of the contract held by the Fund.

      When selling a futures contract, the Fund will maintain with its custodian (and mark-to-market on a daily basis) liquid assets that, when added to the amount deposited as margin with a futures commission merchant or the custodian, are equal to the market value of the instruments underlying the contract. Alternatively, the Fund may “cover” its position by owning the instruments underlying the contract (or, in the case of an index futures contract, a portfolio with a volatility substantially similar to that of the index on which the futures contract is based), or by holding a call option permitting the Fund to purchase the same futures contract at a price no higher than the price of the contract written by the Fund (or at a higher price if the difference is maintained in liquid assets with the custodian).

      When selling a call option on a futures contract, the Fund will maintain with its custodian (and mark-to-market on a daily basis) cash, U.S. government securities, equity securities or other liquid, unencumbered assets that, when added to the amounts deposited as margin with a futures commission merchant or the custodian, equal the total market value of the futures contract underlying the call option. Alternatively, the Fund may cover its position by entering into a long position in the same futures contract at a price no higher than the strike price of the call option, by owning the instruments underlying the futures contract, or by holding a separate call option permitting the Fund to purchase the same futures contract at a price not higher than the strike price of the call option sold by the Fund.

      When selling a put option on a futures contract, the Fund will maintain with its custodian (and mark-to-market on a daily basis) cash, U.S. government securities, equity securities or other liquid, unencumbered assets that equal the purchase price of the futures contract, less any margin on deposit. Alternatively, the Fund may cover the position either by entering into a short position in the same futures contract, or by owning a separate put option permitting it to sell the same futures contract so long as the strike price of the purchased put option is the same or higher than the strike price of the put option sold by the Fund.

      In order to comply with current applicable regulations of the CFTC pursuant to which the Master Trust avoids being deemed a “commodity pool operator,” the Portfolio is limited in its futures trading activities to

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positions which constitute “bona fide hedging” positions within the meaning and intent of applicable CFTC rules, or to non-hedging positions for which the aggregate initial margin and premiums will not exceed 5% of the liquidation value of the Portfolio’s assets.

      Risk Factors in Futures Transactions and Options. Investment in futures contracts involves the risk of imperfect correlation between movements in the price of the futures contract and the price of the security being hedged. The hedge will not be fully effective when there is imperfect correlation between the movements in the prices of two financial instruments. For example, if the price of the futures contract moves more than the price of the hedged security, the Fund will experience either a loss or gain on the futures contract which is not completely offset by movements in the price of the hedged securities. To compensate for imperfect correlations, the Fund may purchase or sell futures contracts in a greater dollar amount than the hedged securities if the volatility of the hedged securities is historically greater than the volatility of the futures contracts. Conversely, the Fund may purchase or sell fewer futures contracts if the volatility of the price of the hedged securities is historically less than that of the futures contracts.

      The particular securities comprising the index underlying the index financial futures contract may vary from the securities held by the Fund. As a result, the Fund’s ability to hedge effectively all or a portion of the value of its securities through the use of such financial futures contracts will depend in part on the degree to which price movements in the index underlying the financial futures contract correlate with the price movements of the securities held by the Fund. The correlation may be affected by disparities in the Fund’s investments as compared to those comprising the index and general economic or political factors. In addition, the correlation between movements in the value of the index may be subject to change over time as additions to and deletions from the index alter its structure. The correlation between futures contracts on U.S. government securities and the securities held by the Fund may be adversely affected by similar factors and the risk of imperfect correlation between movements in the prices of such futures contracts and the prices of securities held by the Fund may be greater. The trading of futures contracts also is subject to certain market risks, such as inadequate trading activity, which could at times make it difficult or impossible to liquidate existing positions.

      The Fund expects to liquidate a majority of the futures contracts it enters into through offsetting transactions on the applicable contract market. There can be no assurance, however, that a liquid secondary market will exist for any particular futures contract at any specific time. Thus, it may not be possible to close out a futures position. In the event of adverse price movements, the Fund would continue to be required to make daily cash payments of variation margin. In such situations, if the Fund has insufficient cash, it may be required to sell portfolio securities to meet daily variation margin requirements at a time when it may be disadvantageous to do so. The inability to close out futures positions also could have an adverse impact on the Fund’s ability to hedge effectively its investments. The liquidity of a secondary market in a futures contract may be adversely affected by “daily price fluctuation limits” established by commodity exchanges which limit the amount of fluctuation in a futures contract price during a single trading day. Once the daily limit has been reached in the contract, no trades may be entered into at a price beyond the limit, thus preventing the liquidation of open futures positions. Prices have in the past moved beyond the daily limit on a number of consecutive trading days. The Fund will enter into a futures position only if, in the judgment of the Investment Adviser, there appears to be an actively traded secondary market for such futures contracts.

      The successful use of transactions in futures and related options also depends on the ability of the Investment Adviser to forecast correctly the direction and extent of interest rate movements within a given time frame. To the extent interest rates remain stable during the period in which a futures contract or option is held by the Fund or such rates move in a direction opposite to that anticipated, the Fund may realize a loss on a hedging transaction which is not fully or partially offset by an increase in the value of portfolio securities. As a result, the Fund’s total return for such period may be less than if it had not engaged in the hedging transaction.

      Because of low initial margin deposits made upon the opening of a futures position, futures transactions involve substantial leverage. As a result, relatively small movements in the price of the futures contracts can result in substantial unrealized gains or losses. There is also the risk of loss by the Fund of margin deposits in

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the event of the bankruptcy of a broker with whom the Fund has an open position in a financial futures contract.

      The amount of risk the Fund assumes when it purchases an option on a futures contract is the premium paid for the option plus related transaction costs. In addition to the correlation risks discussed above, the purchase of an option on a futures contract also entails the risk that changes in the value of the underlying futures contract will not be fully reflected in the value of the option purchased.

Foreign Securities

      The Fund may invest in American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”) or other securities convertible into securities of issuers based in foreign countries. These securities may not necessarily be denominated in the same currency as the securities into which they may be converted. ADRs are receipts, usually issued by a U.S. bank or trust company, evidencing ownership of the underlying securities; EDRs are European receipts evidencing a similar arrangement. Generally, ADRs are issued in registered form, denominated in U.S. dollars, and are designed for use in the U.S. securities markets; EDRs are issued in bearer form, denominated in other currencies, and are designed for use in European securities markets.

      The Fund may also invest in fixed-income securities of issuers located in emerging foreign markets. Emerging markets generally include every country in the world other than the United States, Canada, Japan, Australia, Malaysia, New Zealand, Hong Kong, South Korea, Singapore and most Western European countries. In determining what countries constitute emerging markets, the Investment Adviser will consider, among other things, data, analysis and classification of countries published or disseminated by the International Bank for Reconstruction and Development (commonly known as the World Bank) and the International Finance Corporation. Currently, investing in many emerging markets may not be desirable or feasible, because of the lack of adequate custody arrangements for the Fund’s assets, overly burdensome repatriation and similar restrictions, the lack of organized and liquid securities markets, unacceptable political risks or other reasons. As opportunities to invest in securities in emerging markets develop, the Fund expects to expand and further broaden the group of emerging markets in which it invests.

      From time to time, emerging markets have offered the opportunity for higher returns in exchange for a higher level of risk. Accordingly, the Investment Adviser believes that the Fund’s ability to invest in emerging markets throughout the world can assist in the overall diversification of the Fund’s portfolio.

      The Fund may invest in the following types of emerging market fixed-income securities: (1) fixed-income securities issued or guaranteed by governments, their agencies, instrumentalities or political subdivisions, or by government owned, controlled or sponsored entities, including central banks (collectively, “Sovereign Debt”), including Brady Bonds (described below); (2) interests in issuers organized and operated for the purpose of restructuring the investment characteristics of Sovereign Debt; (3) fixed-income securities issued by banks and other business entities; and (4) fixed-income securities denominated in or indexed to the currencies of emerging markets. Fixed-income securities held by the Fund may take the form of bonds, notes, bills, debentures, bank debt obligations, short-term paper, loan participations, assignments and interests issued by entities organized and operated for the purpose of restructuring the investment characteristics of any of the foregoing. There is no requirement with respect to the maturity of fixed-income securities in which the Fund may invest.

      The Fund may invest in Brady Bonds and other Sovereign Debt of countries that have restructured or are in the process of restructuring Sovereign Debt pursuant to the Brady Plan. “Brady Bonds” are debt securities issued under the framework of the Brady Plan, an initiative announced by former U.S. Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for debtor nations to restructure their outstanding external commercial bank indebtedness. In restructuring its external debt under the Brady Plan framework, a debtor nation negotiates with its existing bank lenders as well as multilateral institutions such as the World Bank and the International Monetary Fund (“IMF”). The Brady Plan framework, as it has developed, contemplates the exchange of commercial bank debt for newly issued Brady Bonds. Brady Bonds may also be issued in respect of new money being advanced by existing lenders in connection with the debt restructuring. The World Bank

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and/or the IMF support the restructuring by providing funds pursuant to loan agreements or other arrangements which enable the debtor nation to collateralize the new Brady Bonds or to repurchase outstanding bank debt at a discount.

      Emerging market fixed-income securities generally are considered to be of a credit quality below investment grade, even though they often are not rated by any nationally recognized statistical rating organizations. Investment in emerging market fixed-income securities will be allocated among various countries based upon the Investment Adviser’s analysis of credit risk and its consideration of a number of factors, including: (1) prospects for relative economic growth among the different countries in which the Fund may invest; (2) expected levels of inflation; (3) government policies influencing business conditions; (4) the outlook for currency relationships; and (5) the range of the individual investment opportunities available to international investors. The Investment Adviser’s emerging market sovereign credit analysis includes an evaluation of the issuing country’s total debt levels, currency reserve levels, net exports/ imports, overall economic growth, level of inflation, currency fluctuation, political and social climate and payment history. Particular fixed-income securities will be selected based upon a credit risk analysis of potential issuers, the characteristics of the security, the interest rate sensitivity of the various debt issues available with respect to a particular issuer, an analysis of the anticipated volatility and liquidity of the particular debt instruments, and the tax implications to the Fund. The emerging market fixed-income securities in which the Fund may invest are not subject to any minimum credit quality standards.

Foreign Currency Options and Related Risks

      The Fund may take positions in options on foreign currencies to hedge against the risk that foreign exchange rate fluctuations will affect the value of foreign securities the Fund holds in its portfolio or intends to purchase. For example, if the Fund were to enter into a contract to purchase securities denominated in a foreign currency, it could effectively fix the maximum U.S. dollar cost of the securities by purchasing call options on that foreign currency. Similarly, if the Fund held securities denominated in a foreign currency and anticipated a decline in the value of that currency against the U.S. dollar, it could hedge against such a decline by purchasing a put option on the currency involved. The markets in foreign currency options are relatively new, and the Fund’s ability to establish and close out positions in such options is subject to the maintenance of a liquid secondary market. There can be no assurance that a liquid secondary market will exist for a particular option at any specific time. In addition, options on foreign currencies are affected by all of those factors that influence foreign exchange rates and investments generally.

      The quantities of currencies underlying option contracts represent odd lots in a market dominated by transactions between banks, and as a result extra transaction costs may be incurred upon exercise of an option.

      There is no systematic reporting of last sale information for foreign currencies or any regulatory requirement that quotations be firm or revised on a timely basis. Quotation information is generally representative of very large transactions in the interbank market and may not reflect smaller transactions where rates may be less favorable. Option markets may be closed while round-the-clock interbank currency markets are open, and this can create price and rate discrepancies.

      Risks of Options Trading. The Fund may effectively terminate its rights or obligations under options by entering into closing transactions. Closing transactions permit the Fund to realize profits or limit losses on its options positions prior to the exercise or expiration of the option. The value of a foreign currency option depends on the value of the underlying currency relative to the U.S. dollar. Other factors affecting the value of an option are the time remaining until expiration, the relationship of the exercise price to market price, the historical price volatility of the underlying currency and general market conditions. As a result, changes in the value of an option position may have no relationship to the investment merit of a foreign security. Whether a profit or loss is realized on a closing transaction depends on the price movement of the underlying currency and the market value of the option.

      Options normally have expiration dates of up to nine months. The exercise price may be below, equal to or above the current market value of the underlying currency. Options that expire unexercised have no value, and the Fund will realize a loss of any premium paid and any transaction costs. Closing transactions may be

16

effected only by negotiating directly with the other party to the option contract, unless a secondary market for the options develops. Although the Fund intends to enter into foreign currency options only with dealers which agree to enter into, and which are expected to be capable of entering into, closing transactions with the Fund, there can be no assurance that the Fund will be able to liquidate an option at a favorable price at any time prior to expiration. In the event of insolvency of the counter-party, the Fund may be unable to liquidate a foreign currency option. Accordingly, it may not be possible to effect closing transactions with respect to certain options, with the result that the Fund would have to exercise those options that it had purchased in order to realize any profit.

Forward Foreign Currency Exchange Contracts

      The Fund may use forward contracts to protect against uncertainty in the level of future exchange rates. The Fund will not speculate with forward contracts or foreign currency exchange rates.

      The Fund may enter into forward contracts with respect to specific transactions. For example, when the Fund enters into a contract for the purchase or sale of a security denominated in a foreign currency, or when the Fund anticipates the receipt in a foreign currency of dividend or interest payments on a security that it holds, the Fund may desire to “lock in” the U.S. dollar price of the security or the U.S. dollar equivalent of the payment, by entering into a forward contract for the purchase or sale, for a fixed amount of U.S. dollars or foreign currency, of the amount of foreign currency involved in the underlying transaction. The Fund will thereby be able to protect itself against a possible loss resulting from an adverse change in the relationship between the currency exchange rates during the period between the date on which the security is purchased or sold, or on which the payment is declared, and the date on which such payments are made or received.

      The Fund also may use forward contracts in connection with portfolio positions to lock in the U.S. dollar value of those positions, to increase the Fund’s exposure to foreign currencies that the Investment Adviser believes may rise in value relative to the U.S. dollar or to shift the Fund’s exposure to foreign currency fluctuations from one country to another. For example, when the Investment Adviser believes that the currency of a particular foreign country may suffer a substantial decline relative to the U.S. dollar or another currency, it may enter into a forward contract to sell the amount of the former foreign currency approximating the value of some or all of the Fund’s portfolio securities denominated in such foreign currency. This investment practice generally is referred to as “cross-hedging” when another foreign currency is used.

      The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. Accordingly, it may be necessary for the Fund to purchase additional foreign currency on the spot (that is, cash) market (and bear the expense of such purchase) if the market value of the security is less than the amount of foreign currency the Fund is obligated to deliver and if a decision is made to sell the security and make delivery of the foreign currency. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of the portfolio security if its market value exceeds the amount of foreign currency the Fund is obligated to deliver. The projection of short-term currency market movements is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. Forward contracts involve the risk that anticipated currency movements will not be accurately predicted, causing the Fund to sustain losses on these contracts and transaction costs. The Fund may enter into forward contracts or maintain a net exposure to such contracts only if (1) the consummation of the contracts would not obligate the Fund to deliver an amount of foreign currency in excess of the value of the Fund’s portfolio securities or other assets denominated in that currency, or (2) the Fund marks as segregated cash, U.S. government securities, equity securities or other liquid, unencumbered assets, marked-to-market daily, in an amount not less than the value of the Fund’s total assets committed to the consummation of the contracts. Under normal circumstances, consideration of the prospect for currency parities will be incorporated into the longer term investment decisions made with regard to overall diversification strategies. However, the Investment Adviser believes it is important to have the flexibility to enter into such forward contracts when it determines that the best interests of the Fund will be served.

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      At or before the maturity date of a forward contract that requires the Fund to sell a currency, the Fund may either sell a portfolio security and use the sale proceeds to make delivery of the currency or retain the security and offset its contractual obligation to deliver the currency by purchasing a second contract pursuant to which the Fund will obtain, on the same maturity date, the same amount of the currency that it is obligated to deliver. Similarly, the Fund may close out a forward contract requiring it to purchase a specified currency by entering into a second contract entitling it to sell the same amount of the same currency on the maturity date of the first contract. The Fund would realize a gain or loss as a result of entering into such an offsetting forward contract under either circumstance to the extent the exchange rate between the currencies involved moved between the execution dates of the first and second contracts.

      The cost to the Fund of engaging in forward contracts varies with factors such as the currencies involved, the length of the contract period and the market conditions then prevailing. Because forward contracts are usually entered into on a principal basis, no fees or commissions are involved. The use of forward contracts does not eliminate fluctuations in the prices of the underlying securities the Fund owns or intends to acquire, but it does fix a rate of exchange in advance. In addition, although forward contracts limit the risk of loss due to a decline in the value of the hedged currencies, at the same time they limit any potential gain that might result should the value of the currencies increase.

      Although the Fund values its assets daily in terms of U.S. dollars, it does not intend to convert holdings of foreign currencies into U.S. dollars on a daily basis. The Fund may convert foreign currency from time to time, and investors should be aware of the costs of currency conversion. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to the Fund at one rate, while offering a lesser rate of exchange should the Fund desire to resell that currency to the dealer.

Swap Agreements

      The Fund may enter into interest rate, index and currency exchange rate swap agreements for purposes of attempting to obtain a particular desired return at a lower cost to the Fund than if the Fund had invested directly in an instrument that yielded the desired return. Swap agreements are two party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or “swapped” between the parties are calculated with respect to a “notional amount,” i.e., the dollar amount invested at a particular interest rate, in a particular foreign currency, or in a “basket” of securities representing a particular index. The “notional amount” of the swap agreement is only a fictive basis on which to calculate the obligations which the parties to a swap agreement have agreed to exchange. The Fund’s obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”). The Fund’s obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap counter-party will be covered by marking as segregated cash, U.S. government securities, equity securities or other liquid, unencumbered assets, marked-to-market daily, to avoid any potential leveraging of the Fund’s portfolio. The Fund will not enter into a swap agreement with any single party if the net amount owed or to be received under existing contracts with that party would exceed 5% of the Fund’s assets.

      Whether the Fund’s use of swap agreements will be successful in furthering its investment objective will depend on the Investment Adviser’s ability to correctly predict whether certain types of investments are likely to produce greater returns than other investments. Because they are two party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. Moreover, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counter-party. Restrictions imposed by the Internal Revenue Code of 1986, as amended (the “Code”), may limit the Fund’s ability to use swap agreements. The swaps market is a relatively new market and is largely unregulated. It is possible that developments in the swaps market,

18

including potential government regulation, could adversely affect the Fund’s ability to terminate existing swap agreements or to realize amounts to be received under such agreements.

Foreign Investment Risks

      Foreign Market Risk. The Fund may invest a portion of its assets in foreign securities. Foreign security investment involves special risks not present in U.S. investments that can increase the chances that the Fund will lose money. Prices of foreign securities may fluctuate more than prices of securities traded in the United States.

      Foreign Economy Risk. The economies of certain foreign markets often do not compare favorably with that of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources, and balance of payments position. Certain such economies may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country or countries, changes in international trading patterns, trade barriers, and other protectionist or retaliatory measures. Investments in foreign markets may also be adversely affected by governmental actions such as the imposition of capital controls, nationalization of companies or industries, expropriation of assets, or the imposition of punitive taxes. In addition, the governments of certain countries may prohibit or impose substantial restrictions on foreign investing in their capital markets or in certain industries. Any of these actions could severely affect security prices, impair the Fund’s ability to purchase or sell foreign securities or transfer the Fund’s assets or income back into the United States, or otherwise adversely affect the Fund’s operations. Other foreign market risks include foreign exchange controls, difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing favorable legal judgments in foreign courts, and political and social instability. Legal remedies available to investors in certain foreign countries may be less extensive than those available to investors in the United States or other foreign countries.

      Currency Risk and Exchange Risk. Securities in which the Fund invests may be denominated or quoted in currencies other than the U.S. dollar. Changes in foreign currency exchange rates will affect the value of the securities of the Fund. Generally, when the U.S. dollar rises in value against a foreign currency, your investment in a security denominated in that currency loses value because the currency is worth fewer U.S. dollars. Similarly when the U.S. dollar decreases in value against a foreign currency, your investment in a security denominated in that currency gains value because the currency is worth more U.S. dollars. This risk is generally known as “currency risk” which is the possibility that a stronger U.S. dollar will reduce returns for U.S. investors investing overseas and a weak U.S. dollar will increase returns for U.S. investors investing overseas.

      EMU. For a number of years, certain European countries have been seeking economic unification that would, among other things, reduce barriers between countries, increase competition among companies, reduce government subsidies in certain industries, and reduce or eliminate currency fluctuations among these European countries. The Treaty of European Union (the “Maastricht Treaty”) seeks to set out a framework for the European Economic and Monetary Union (“EMU”) among the countries that comprise the European Union (“EU”). Among other things, EMU established a single common European currency (the “euro”) that was introduced on January 1, 1999 and is expected to replace the existing national currencies of all EMU participants by July 1, 2002. Upon implementation of EMU, certain securities issued in participating EU countries (beginning with government and corporate bonds) were redenominated in euros, and are now listed, traded, declaring dividends and making other payments only in euros.

      No assurance can be given that the changes planned for the EU can be successfully implemented, or that these changes will result in the economic and monetary unity and stability intended. There is a possibility that EMU will not be completed, or will be completed but then partially or completely unwound. Because any participating country may opt out of EMU within the first three years, it is also possible that a significant participant could choose to abandon EMU, which could diminish its credibility and influence. Any of these occurrences could have adverse effects on the markets of both participating and non-participating countries, including sharp appreciation or depreciation of participants’ national currencies and a significant increase in

19

exchange rate volatility, a resurgence in economic protectionism, an undermining of confidence in the European markets, an undermining of European economic stability, the collapse or slowdown of the drive toward European economic unity, and/or reversion of the attempts to lower government debt and inflation rates that were introduced in anticipation of EMU. Also, withdrawal from EMU at any time by an initial participant could cause disruption of the financial markets as securities redenominated in euros are transferred back into that country’s national currency, particularly if the withdrawing country is a major economic power. Such developments could have an adverse impact on the Fund’s investments in Europe generally or in specific countries participating in EMU.

      Governmental Supervision and Regulation/Accounting Standards. Many foreign governments supervise and regulate stock exchanges, brokers and the sale of securities less than the U.S. government does. Some countries may not have laws to protect investors the way that the United States securities laws do. Accounting standards in other countries are not necessarily the same as in the United States. If the accounting standards in another country do not require as much disclosure or detail as U.S. accounting standards, it may be harder for the Fund’s portfolio managers to completely and accurately determine a company’s financial condition.

      Certain Risks of Holding Fund Assets Outside the United States. The Fund generally holds the foreign securities in which it invests outside the United States in foreign banks and securities depositories. These foreign banks and securities depositories may be recently organized or new to the foreign custody business. They may also have operations subject to limited or no regulatory oversight. Also, the laws of certain countries may put limits on the Fund’s ability to recover its assets if a foreign bank or depository or issuer of a security or any of their agents goes bankrupt. In addition, it can be expected that it will be more expensive for the Fund to buy, sell and hold securities in certain foreign markets than it is in the U.S. market due to higher brokerage, transaction, custody and/or other costs. The increased expense of investing in foreign markets reduces the amount the Fund can earn on its investments.

      Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement and clearance procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically involved with the settlement of U.S. investments. Communications between the United States and emerging market countries may be unreliable, increasing the risk of delayed settlements or losses of security certificates. Settlements in certain foreign countries at times have not kept pace with the number of securities transactions. These problems may make it difficult for a Fund to carry out transactions. If the Fund cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If the Fund cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Fund could be liable to that party for any losses incurred.

      Dividends or interest on, or proceeds from the sale of, foreign securities may be subject to foreign withholding taxes, and special U.S. tax considerations may apply.

Risk Factors Relating to Investing in High Yield Securities

      A description of security ratings is attached as an Appendix. Lower-rated or unrated (that is, high yield) securities are more likely to react to developments affecting market risk (such as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity) and credit risk (such as the issuer’s inability to meet its obligations) than are more highly rated securities, which react primarily to movements in the general level of interest rates. The Investment Adviser considers both credit risk and market risk in making investment decisions for the Fund.

      The amount of high yield securities outstanding proliferated in the 1980’s in conjunction with the increase in merger and acquisition and leveraged buyout activity. Under adverse economic conditions, there is a risk that highly leveraged issuers may be unable to service their debt obligations upon maturity. In addition, the secondary market for high yield securities, which is concentrated in relatively few market makers, may not be as liquid as the secondary market for more highly rated securities. Under adverse market or economic conditions, the secondary market for high yield securities could contract further, independent of any specific

20

adverse changes in the condition of a particular issuer. As a result, the Investment Adviser could find it more difficult to sell these securities or may be able to sell the securities only at prices lower than if such securities were widely traded. Prices realized upon the sale of such lower-rated or unrated securities, under these circumstances, may be less than the prices used in calculating the Fund’s net asset value prior to the sale.

      Lower-rated or unrated debt obligations also present risks based on payment expectations. If an issuer calls the obligation for redemption, the Fund may have to replace the security with a lower yielding security, resulting in a decreased return for investors. If the Fund experiences unexpected net redemptions, it may be forced to sell its higher-rated securities, resulting in a decline in the overall credit quality of the Fund’s portfolio and increasing the exposure of the Fund to the risks of high yield securities.

Illiquid Securities

      The Fund may not hold more than 15% of its net assets in illiquid securities. Illiquid securities generally include repurchase agreements which have a maturity of longer than seven days, and securities that are illiquid by virtue of the absence of a readily available market (either within or outside of the United States) or because they have legal or contractual restrictions on resale. Historically, illiquid securities have included securities subject to contractual or legal restrictions on resale because they have not been registered under the Securities Act, securities which are otherwise not readily marketable and repurchase agreements that have a maturity of longer than seven days. Securities which have not been registered under the Securities Act are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market. Limitations on resale may have an adverse effect on the marketability of portfolio securities and a mutual fund might be unable to dispose of restricted or other illiquid securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemption within seven days. The absence of a trading market can make it difficult to ascertain a market value for illiquid investments. Also market quotations are less readily available. The judgment of the Investment Adviser may at times play a greater role in valuing these securities than in the case of unrestricted securities. A mutual fund might also have to register such restricted securities in order to dispose of them resulting in additional expense and delay. Adverse market conditions could impede such a public offering of securities.

      In recent years, however, a large institutional market has developed for certain securities that are not registered under the Securities Act including repurchase agreements, commercial paper, foreign securities, municipal securities, convertible securities and corporate bonds and notes. Institutional investors depend on an efficient institutional market in which the unregistered security can be readily resold or on an issuer’s ability to honor a demand for repayment. The fact that there are contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of such investments.

      Rule 144A under the Securities Act allows for a broader institutional trading market for securities otherwise subject to restriction on resale to the general public. Rule 144A established a “safe harbor” from the registration requirements of the Securities Act for resales of certain securities to qualified institutional buyers. The Investment Adviser anticipates that the market for certain restricted securities such as institutional commercial paper and foreign securities will expand further as a result of this regulation and the development of automated systems for the trading, clearance and settlement of unregistered securities of domestic and foreign issuers.

      Restricted securities eligible for resale pursuant to Rule 144A under the Securities Act and commercial paper for which there is a readily available market will not be deemed to be illiquid. The Investment Adviser will monitor the liquidity of such restricted securities subject to the supervision of the Trustees. In reaching liquidity decisions, the Investment Adviser will consider, among others, the following factors: (1) the frequency of trades and quotes for the security; (2) the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; (3) dealer undertakings to make a market in the security; and (4) the nature of the security and the nature of the marketplace trades (for example, the time needed to dispose of the security, the method of soliciting offers and the mechanics of the transfer). In addition, in order for commercial paper that is issued in reliance on Section 4(2) of the Securities Act to be considered liquid, (1) it must be rated in one of the two highest rating categories by at least two nationally

21

recognized statistical rating organizations (“NRSROs”), or if only one NRSRO rates the securities, by that NRSRO, or, if unrated, be of comparable quality in the view of the Investment Adviser; and (2) it must not be “traded flat” (that is, without accrued interest) or in default as to principal or interest. Investing in Rule 144A securities could have the effect of increasing the level of Fund illiquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing these securities. In addition, Rule 144A securities are generally not deemed illiquid if they are freely tradable in their primary market offshore. Repurchase agreements subject to demand are deemed to have a maturity equal to the notice period.

Reverse Repurchase Agreements

      The Fund may enter into reverse repurchase agreements, whereby the Fund sells securities concurrently with entering into an agreement to repurchase those securities at a later date at a fixed price. During the reverse repurchase agreement period, the Fund continues to receive principal and interest payments on those securities. Reverse repurchase agreements are speculative techniques involving leverage and are considered borrowings by the Fund for purposes of the limit applicable to borrowings.

Dollar Rolls

      The Fund may use dollar rolls as part of its investment strategy. In a dollar roll, the Fund sells securities for delivery in the current month and simultaneously contracts to repurchase substantially similar securities (same type and coupon) on a specified future date from the same party. During the roll period, the Fund forgoes principal and interest paid on the securities. The Fund is compensated by the difference between the current sales price and the forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. A “covered roll” is a specific type of dollar roll for which there is an offsetting cash position or cash equivalent security position that matures on or before the forward settlement date of the dollar roll transaction.

      The Fund will mark as segregated cash, U.S. government securities, equity securities or other liquid, unencumbered assets, marked-to-market daily, equal in value to its obligations with respect to dollar rolls. Dollar rolls involve the risk that the market value of the securities retained by the Fund may decline below the price of the securities the Fund has sold but is obligated to repurchase under the agreement. If the buyer of the securities under a dollar roll files for bankruptcy or becomes insolvent, the Fund’s use of the proceeds of the agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities. Dollar rolls are speculative techniques involving leverage and are considered borrowings by the Fund for purposes of the limit applicable to borrowings.

Borrowing

      The Fund may borrow for temporary or emergency purposes. This borrowing may be unsecured. The Investment Company Act requires the Fund to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed. Borrowing subjects the Fund to interest costs which may or may not be recovered by appreciation of the securities purchased, and can exaggerate the effect on net asset value of any increase or decrease in the market value of the Fund’s portfolio. This is the speculative factor known as leverage.

Loans of Portfolio Securities

      For the purpose of achieving income, the Fund may lend its portfolio securities, provided: (1) the loan is secured continuously by collateral consisting of short-term, high quality debt securities, including U.S. government securities, negotiable certificates of deposit, bankers’ acceptances or letters of credit, maintained on a daily marked-to-market basis in an amount at least equal to the current market value of the securities loaned; (2) the Fund may at any time call the loan and obtain the return of the securities loaned; (3) the Fund will receive any interest or dividends paid on the loaned securities; and (4) the aggregate market value of securities loaned will not at any time exceed one-third of the total assets of the Fund.

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When-Issued Securities

      The Fund may purchase securities on a when-issued or delayed-delivery basis, generally in connection with an underwriting or other offering. When-issued and delayed-delivery transactions occur when securities are bought with payment for and delivery of the securities scheduled to take place at a future time, beyond normal settlement dates, generally from 15 to 45 days after the transaction. The price that the Fund is obligated to pay on the settlement date may be different from the market value on that date. While securities may be sold prior to the settlement date, the Fund intends to purchase such securities with the purpose of actually acquiring them, unless a sale would be desirable for investment reasons. At the time the Fund makes a commitment to purchase a security on a when-issued basis, it will record the transaction and reflect the value of the security each day in determining the Fund’s net asset value. The Fund will also mark as segregated with its custodian cash, U.S. government securities, equity securities or other liquid, unencumbered assets, marked-to-market daily, equal in value to its obligations for when-issued securities.

Real Estate Investment Trusts

      The Fund may invest in securities of real estate investment trusts or REITs. Unlike corporations, REITs do not have to pay income taxes if they meet certain requirements under the Code. REITs offer investors greater liquidity and diversification than direct ownership of properties, as well as greater income potential than an investment in common stocks. Like any investment in real estate, though, a REIT’s performance depends on several factors, such as its ability to find tenants for its properties, to renew leases and to finance property purchases and renovations.

Shares of Other Investment Companies

      The Fund can invest in securities of other investment companies except to the extent prohibited by law. Like all equity investments, these investments may go up or down in value. They also may not perform in correlation with the Fund’s principal strategies. The Fund will pay additional fees through its investments in other investment companies.

Short Sales Against-the-Box

      The Fund can borrow and sell “short” securities when it also owns an equal amount of those securities (or their equivalent). No more than 25% of the Fund’s total assets can be held as collateral for short sales at any one time.

Corporate Loans

      The Fund can invest in corporate loans. Commercial banks and other financial institutions make corporate loans to companies that need capital to grow or restructure. Borrowers generally pay interest on corporate loans at rates that change in response to changes in market interest rates such as the London Interbank Offered Rate (“LIBOR”) or the prime rates of U.S. banks. As a result, the value of corporate loan investments is generally less responsive to shifts in market interest rates. Because the trading market for corporate loans is less developed than the secondary market for bonds and notes, the Fund may experience difficulties from time to time in selling its corporate loans. Borrowers frequently provide collateral to secure repayment of these obligations. Leading financial institutions often act as agent for a broader group of lenders, generally referred to as a “syndicate”. The syndicate’s agent arranges the corporate loans, holds collateral and accepts payments of principal and interest. If the agent developed financial problems, the Fund may not recover its investment, or there might be a delay in the Fund’s recovery. By investing in a corporate loan, the Fund becomes a member of the syndicate.

Temporary Defensive Position

      When adverse market or economic conditions indicate to the Investment Adviser that a temporary defensive strategy is appropriate, the Fund may invest all or part of its assets in short-term investment grade debt obligations of the U.S. government, its agencies and instrumentalities, money market mutual funds, bank

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certificates of deposit, bankers’ acceptances, high quality commercial paper, demand notes and repurchase agreements.

MANAGEMENT OF THE FUND

Directors and Officers

      The Directors of the Company consist of four individuals, all of whom are “non-affiliated” persons of the Company as defined in the Investment Company Act. The same individuals serve as Trustees of the Master Trust. The Directors of the Company are responsible for the overall supervision of the operations of the Fund and perform the various duties imposed on the directors of investment companies by the Investment Company Act. The Board of Directors elects officers of the Company annually.

      The Directors and officers of the Company, their ages, principal occupations for at least the last five years and the public companies for which they serve as directors are set forth below.

      ROBERT L. BURCH III (67) — Director — One Rockefeller Plaza, New York, NY 10020. Managing Partner, A.W. Jones Co. (investments) (since 1984); Chairman, Jonathan Mfg. Corp. (slide manufacturing) (since 1977).

      JOE GRILLS (66) — Director — P.O. Box 98, Rapidan, VA 22733. Member of the Committee of Investment of Employee Benefit Assets of the Financial Executives Institute (affiliation changed in June 2000 to the Association of Financial Professionals) (“CIEBA”) (since 1986); Member of CIEBA’s Executive Committee (since 1988) and its Chairman (1991 – 1992); Assistant Treasurer of International Business Machines Incorporated (“IBM”) and Chief Investment Officer of IBM Retirement Funds (1986 – 1993); Member of the Investment Advisory Committees of the State of New York Common Retirement Fund (since 1989) and the Howard Hughes Medical Institute (1997 – 2000); Director, Duke Management Company (since 1992) and Vice Chairman (since 1998); Director, Kimco Realty Corporation (since 1997); Director, LaSalle Street Fund (1995 – 2001); Member of the Investment Advisory Committee of the Virginia Retirement System (since 1998); Director, Montpelier Foundation (since 1998); Member of the Investment Committee of the Woodberry Forest School (since 2000); Member of the Investment Committee of the National Trust for Historic Preservation (since 2000).

      MADELEINE A. KLEINER (50) — Director — 9336 Civic Center Drive, Beverly Hills, CA 90210. Executive Vice President and General Counsel, Hilton Hotels Corporation (since 2001); Senior Executive Vice President, Chief Administrative Officer and General Counsel, H.F. Ahmanson & Company and Home Savings of America, FSB (banking company) (1995 – 1998); Partner, Gibson, Dunn & Crutcher (law firm) (1983 – 1995).

      RICHARD R. WEST (63) — Director — Box 604, Genoa, NV 89411. Professor of Finance (since 1984), Dean (1984 – 1993), and currently Dean Emeritus, New York University Leonard N. Stern School of Business Administration; Director, Vornado Realty Trust, Inc. and Vornado Operating (real estate holding company); Director, Bowne & Co., Inc. (financial printers); Director, Alexander’s, Inc. (real estate company).

      TERRY K. GLENN (61) — President — P.O. Box 9011, Princeton, NJ 08543-9011. Chairman (Americas Region) (since 2001) and Executive Vice President of the Investment Adviser and its affiliate, Merrill Lynch Investment Managers, L.P. (“MLIM”) (which terms as used herein include their corporate predecessors) (since 1983); President, Merrill Lynch Mutual Funds (since 1999); President of FAM Distributors, Inc. (“FAMD” or the “Distributor”) (since 1986) and Director thereof (since 1991); Executive Vice President and Director of Princeton Services, Inc. (“Princeton Services”) (since 1993); President of Princeton Administrators, L.P. (since 1988); Director of Financial Data Services, Inc. (“FDS”) (since 1985).

      DONALD C. BURKE (41) — Vice President and Treasurer — P.O. Box 9011, Princeton, NJ 08543-9011. First Vice President of MLIM and the Investment Adviser (since 1997) and Treasurer thereof (since 1999); Senior Vice President and Treasurer of Princeton Services (since 1999); Vice President of FAMD (since

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1999); Vice President of MLIM and the Investment Adviser (1990 – 1997); Director of Taxation of MLIM (since 1990).

      PHILLIP S. GILLESPIE (37) — Secretary — P.O. Box 9011, Princeton, NJ 08543-9011. Director (Legal Advisory) of MLIM (since 2000); Attorney associated with the Investment Adviser and MLIM (1998 – 2000); Assistant General Counsel of Chancellor LGT Asset Management, Inc. (1997 – 1998); Senior Counsel and Attorney in the Division of Investment Management and the Office of General Counsel of the U.S. Securities and Exchange Commission (1993 – 1997).

      As of October 12, 2001, the Directors and officers of the Company as a group (7 persons) owned an aggregate of less than 1% of the outstanding shares of Common Stock of ML & Co., and owned an aggregate of less than 1% of the outstanding shares of the Fund.

      The following table sets forth the aggregate compensation paid by the Portfolio to the non-interested Directors during the Company’s fiscal year ended June 30, 2001, and the aggregate compensation paid by all investment companies (including the Company) advised by the Investment Adviser and its affiliate, MLIM (“MLIM/ FAM Advised Funds”), to the non-affiliated Directors for the year ended December 31, 2000:

					Aggregate
					Compensation from
			Pension or		MLIM/FAM
	Aggregate		Retirement Benefit		Advised Funds
	Compensation		Accrued as Part		Paid to
Director/Trustee	from the Company		of Portfolio Expense		Trustee/Director*
Robert L. Burch III	$	138		None	$	40,500
John A. G. Gavin**	$	138		None	$	41,700
Joe Grills	$	138		None	$	224,500
Madeleine A. Kleiner	$	138		None	$	41,700
Richard R. West	$	138		None	$	200,300

  *  The Directors serve on the boards of MLIM/ FAM Advised Funds as follows: Mr.  Burch (4 registered investment companies consisting of 13 portfolios); Mr.  Grills (20 registered investment companies consisting of 49 portfolios); Ms. Kleiner (4 registered investment companies consisting of 13 portfolios); and Mr. West (53 registered investment companies consisting of 70  portfolios).

**  Mr. Gavin resigned in August 2001, and Nigel Hurst-Brown, who was the only Director affiliated with the Investment Adviser, resigned in September 2001.

Investment Advisory Arrangements

      Investment Advisory Services and Fee. The Fund currently invests all of its assets in shares of the Portfolio. Accordingly, the Fund does not invest directly in portfolio securities and does not require investment advisory services. All portfolio management occurs at the level of the Master Trust. The Master Trust has entered into an investment advisory agreement for the Portfolio with the Investment Adviser as investment adviser (the “Advisory Agreement”). Subject to the supervision of the Trustees of the Master Trust, the Investment Adviser is responsible for the actual management of the Portfolio and continuously reviews the Portfolio’s holdings in light of its own research analysis and that from other relevant sources. The responsibility for making decisions to buy, sell or hold a particular security rests with the Investment Adviser. The Investment Adviser performs certain of the other administrative services and provides all office space, facilities, equipment and necessary personnel for management of the Portfolio. The Investment Adviser receives for its services to the Portfolio a monthly fee at an annual rate of 0.21% of the Portfolio’s average daily net assets. For purposes of this calculation, average daily net assets are determined at the end of each month on the basis of the average net assets of the Portfolio for each day during the month.

      Payment of Master Trust Expenses. The Advisory Agreement obligates the Investment Adviser to provide investment advisory services and to pay, or cause an affiliate to pay, for maintaining its staff and

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personnel and to provide office space, facilities and necessary personnel for the Master Trust. The Investment Adviser is also obligated to pay, or cause an affiliate to pay, the fees of all officers and Trustees of the Master Trust who are affiliated persons of the Investment Adviser or any sub-adviser or of an affiliate of the Investment Adviser or any sub-adviser. The Portfolio pays, or causes to be paid, all other expenses incurred in the operation of the Portfolio (except to the extent paid by the Distributor), including, among other things, taxes, expenses for legal and auditing services, costs of printing proxies, shareholder reports, copies of the Registration Statement, charges of the custodian, any sub-custodian and the transfer agent, expenses of portfolio transactions, expenses of redemption of shares, Commission fees, expenses of registering the shares under Federal, state or non-U.S. laws, fees and actual out-of-pocket expenses of non-interested Trustees, accounting and pricing costs (including the daily calculation of net asset value), insurance, interest, brokerage costs, litigation and other extraordinary or non-recurring expenses, and other expenses properly payable by the Portfolio. Accounting services are provided to the Portfolio by the Investment Adviser or an affiliate of the Investment Adviser, and the Portfolio reimburses the Investment Adviser or an affiliate of the Investment Adviser for its costs in connection with such services.

      Organization of the Investment Adviser. The Investment Adviser is a limited partnership, the partners of which are ML & Co., Inc. and Princeton Services. ML & Co., Inc. and Princeton Services are “controlling persons” of the Investment Adviser as defined under the Investment Company Act because of their ownership of its voting securities and their power to exercise a controlling influence over its management or policies.

      Securities held by the Portfolio may also be held by other funds for which the Investment Adviser or MLIM acts as an adviser or by investment advisory clients of the Investment Adviser or MLIM. Because of different investment objectives or other factors, a particular security may be bought for one or more clients when one or more clients are selling the same security. If purchases or sales of securities for the Portfolio or for other funds for which the Investment Adviser or MLIM acts as investment adviser or for their advisory clients arise for consideration at or about the same time, transactions in such securities will be made, insofar as feasible, for the respective funds and clients in a manner deemed equitable to all. To the extent that transactions on behalf of more than one client of the Investment Adviser or MLIM during the same period may increase the demand for securities being purchased or the supply of securities being sold, there may be an adverse effect on price.

      Duration and Termination. Unless earlier terminated as described below, the Advisory Agreement will continue in effect for two years from its effective date. Thereafter, it will remain in effect from year to year if approved annually (a) by the Board of Trustees of the Master Trust or by a majority of the outstanding shares of the Portfolio and (b) by a majority of the Trustees of the Master Trust who are not parties to the Advisory Agreement or interested persons (as defined in the Investment Company Act) of any such party. The Advisory Agreement is not assignable and will automatically terminate in the event of its assignment. In addition, such contract may be terminated by the vote of a majority of the outstanding voting securities of the Portfolio or by the Investment Adviser without penalty on 60 days’ written notice to the other party.

Administration Arrangements

      The Fund has entered into an administration agreement (the “Administration Agreement”) with the Investment Adviser serving as Administrator (the “Administrator”). The Administrator receives for its administration services to the Fund monthly compensation at the annual rate of 0.25% of the average daily net assets of the Fund. For the period ended June 30, 2001, the Administrator earned fees of $5,119, all of which was waived. Also, the Administrator reimbursed the Fund $157,284 for additional expenses.

      The Administration Agreement obligates the Administrator to provide certain administrative services to the Fund and to pay, or cause its affiliates to pay, for maintaining its staff and personnel and to provide office space, facilities and necessary personnel for the Fund. The Administrator is also obligated to pay, or cause its affiliates to pay, the fees of those officers and Directors who are affiliated persons of the Administrator or any of its affiliates. The Fund pays, or causes to be paid, all other expenses incurred in the operation of the Fund (except to the extent paid by the Distributor), including, among other things, taxes, expenses for legal and

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auditing services, costs of printing proxies, shareholder reports and prospectuses and statements of additional information, charges of the custodian, any sub-custodian and Financial Data Services, Inc. (the “Transfer Agent”), expenses of portfolio transactions, expenses of redemption of shares, Commission fees, expenses of registering the shares under Federal, state or non-U.S. laws, fees and actual out-of-pocket expenses of Directors who are not affiliated persons of the Administrator, or of an affiliate of the Administrator, accounting and pricing costs (including the daily calculation of the net asset value), insurance, interest, brokerage costs, litigation and other extraordinary or non-recurring expenses, and other expenses properly payable by the Fund. The Distributor will pay certain of the expenses of the Fund incurred in connection with the continuous offering of its shares. Certain expenses will be financed by the Fund pursuant to distribution plans in compliance with Rule 12b-1 under the Investment Company Act. See “Purchase of Shares — Distribution Plans.”

      Duration and Termination. Unless earlier terminated as described below, the Administration Agreement will remain in effect for two years from its effective date. Thereafter it will remain in effect from year to year if approved annually (a) by the Board of Directors and (b) by a majority of the Directors who are not parties to such contract or interested persons (as defined in the Investment Company Act) of any such party. Such contract is not assignable and may be terminated without penalty on 60 days’ written notice at the option of either party thereto or by the vote of the shareholders of the Fund.

      Transfer Agency Services. The Transfer Agent, a subsidiary of ML & Co., acts as the Fund’s Transfer Agent pursuant to a Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreement (the “Transfer Agency Agreement”). Pursuant to the Transfer Agency Agreement, the Transfer Agent is responsible for the issuance, transfer and redemption of shares and the opening and maintenance of shareholder accounts. Pursuant to the Transfer Agency Agreement, the Transfer Agent receives a fee ranging from $11.00 to $23.00 per account (depending on the level of services required), and certain other fees relating to special processing of sub-transfer agency relationships. The Transfer Agent is entitled to reimbursement for certain transaction charges and out-of-pocket expenses incurred by the Transfer Agent under the Transfer Agency Agreement. For purposes of the Transfer Agency Agreement, the term “account” includes a shareholder account maintained directly by the Transfer Agent and any other account representing the beneficial interest of a person in the relevant share class on a recordkeeping system.

      Accounting Services. The Fund and the Portfolio each entered into an agreement with State Street Bank and Trust Company, effective January 1, 2001, pursuant to which State Street provides certain accounting services to the Fund and the Portfolio. The Fund and the Portfolio pay a fee for these services. Prior to January 1, 2001, the Investment Adviser provided accounting services to the Fund and the Portfolio at its cost in connection with such services.

      The Investment Adviser continues to provide certain accounting services to the Fund and the Portfolio and the Fund and the Portfolio reimburses the Investment Adviser for the cost of these services.

      The table below shows the amounts paid by the Fund and the Portfolio to State Street or the Investment Adviser for the period indicated:

	Fund				Portfolio
	Paid to		Paid to		Paid to		Paid to the
Period	State Street		Administrator		State Street*		Investment Adviser
Period ended June 30, 2001†	$	0**	$	778	$	91,439**	$	73,535

*	For providing services to the Fund and the Portfolio.
**	Represents payments pursuant to the agreement with State Street commencing January 1, 2001.

 †  The Fund and Portfolio commenced operations on October 6, 2000.

      Distribution Expenses. The Fund has entered into a distribution agreement with the Distributor in connection with the continuous offering of shares of the Fund (the “Distribution Agreement”). The Distribution Agreement obligates the Distributor to pay certain expenses in connection with the offering of the shares of the Fund. After the prospectuses, statements of additional information and periodic reports have

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been prepared, set in type and mailed to shareholders, the Distributor pays for the printing and distribution of copies thereof used in connection with the offering to dealers and investors. The Distributor also pays for other supplementary sales literature and advertising costs. The Distribution Agreement is subject to the same renewal requirements and termination provisions as the Advisory Agreement described above.

Code of Ethics

      The Board of Directors of the Company and the Board of Trustees of the Master Trust each have approved a Code of Ethics under Rule 17j-1 of the Investment Company Act that covers the Master Trust, the Company, the Investment Adviser and the Distributor (the “Code”). The Code significantly restricts the personal investing activities of all employees of the Investment Adviser and the Distributor and, as described below, imposes additional, more onerous, restrictions on fund investment personnel.

      The Code requires that all employees of the Investment Adviser and the Distributor preclear any personal securities investment (with limited exceptions, such as mutual funds, high-quality short-term securities and direct obligations of the U.S. government). The preclearance requirement and associated procedures are designed to identify any substantive prohibition or limitation applicable to the proposed investment. The substantive restrictions applicable to all employees of the Investment Adviser and the Distributor include a ban on acquiring any securities in a “hot” initial public offering. In addition, investment personnel are prohibited from profiting on short-term trading in securities. No employee may purchase or sell any security which at the time is being purchased or sold (as the case may be), or to the knowledge of the employee is being considered for purchase or sale, by any fund advised by the Investment Adviser. Furthermore, the Code provides for trading “blackout periods” which prohibit trading by investment personnel of the Fund within seven calendar days before or after trading by the Fund in the same or an equivalent security.

PURCHASE OF SHARES

      Reference is made to “How to Buy, Sell, Transfer and Exchange Shares” in the Prospectus.

      The Fund offers four classes of shares under the Merrill Lynch Select Pricing^SM System which permits each investor to choose the method of purchasing shares that the investor believes is most beneficial given the amount of the purchase, the length of the time the investor expects to hold the shares and other relevant circumstances. Each Class A, Class B, Class C and Class D share of the Fund represents an identical interest in the investment portfolio of the Fund, and has the same rights, except that Class B, Class C and Class D shares bear the expenses of the ongoing account maintenance fees, and Class B and Class C shares bear the expenses of the ongoing distribution fees and the additional incremental transfer agency costs resulting from the deferred sales charge arrangements. The CDSCs and account maintenance fees that are imposed on Class B and Class C shares, as well as the account maintenance fees that are imposed on Class D shares, will be imposed directly against those classes and not against all assets of the Fund, and, accordingly, such charges will not affect the net asset value of any other class or have any impact on investors choosing another sales charge option. Dividends paid by the Fund for each class of shares will be calculated in the same manner at the same time and will differ only to the extent that account maintenance and distribution fees and any incremental transfer agency costs relating to a particular class are borne exclusively by that class. Class B, Class C and Class D shares each have exclusive voting rights with respect to the Rule 12b-1 distribution plan adopted with respect to such class pursuant to which the account maintenance and/or distribution fees are paid (except that Class B shareholders may vote upon any material changes to expenses charged under the Class D Distribution Plan). Each class has different exchange privileges. See “Shareholder Services — Exchange Privilege.”

      Investors should understand that the purpose and function of the initial sales charges with respect to Class A and Class D shares are the same as those of the CDSC and distribution fees with respect to Class B and Class C shares in that the sales charges and distribution fees applicable to each class provide for the financing of the distribution of the shares of the Fund. The distribution-related revenues paid with respect to a class will not be used to finance the distribution expenditures of another class. Sales personnel may receive different compensation for selling different classes of shares. Investors are advised that only Class A and

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Class D shares may be available for purchase through securities dealers, other than Merrill Lynch, that are eligible to sell shares.

      The Merrill Lynch Select Pricing^SM System is used by more than 50 registered investment companies advised by the Investment Adviser or its affiliate, MLIM. Funds advised by the Investment Adviser or MLIM that use the Merrill Lynch Select Pricing^SM System are referred to herein as “Merrill Lynch-advised mutual funds.”

      The Fund offers its shares at a public offering price equal to the next determined net asset value per share plus any sales charge applicable to the class of shares selected by the investor. The applicable offering price for purchase orders is based upon the net asset value of the Fund next determined after receipt of the purchase order by the Distributor. As to purchase orders received by securities dealers or other financial intermediaries prior to the close of regular trading on the New York Stock Exchange (the “NYSE”) (generally 4:00 p.m., Eastern time) which includes orders received after the determination of net asset value on the previous day, the applicable offering price will be based on the net asset value on the day the order is placed with the Distributor, provided that the orders are received by the Distributor prior to 30 minutes after the close of regular trading on the NYSE on that day. If the purchase orders are not received prior to 30 minutes after the close of regular trading on the NYSE on that day, such orders shall be deemed received on the next business day. Dealers have the responsibility of submitting purchase orders to the Fund not later than 30 minutes after the close of regular trading on the NYSE in order to purchase shares at that day’s offering price.

      The Fund or the Distributor may suspend the continuous offering of the Fund’s shares of any class at any time in response to conditions in the securities markets or otherwise and may thereafter resume such offering from time to time. Any order may be rejected by the Fund or the Distributor for any reason, including to prevent the “market-timing” of the Fund. Neither the Distributor nor the dealers nor other financial intermediaries are permitted to withhold placing orders to benefit themselves by a price change. Merrill Lynch may charge its customers a processing fee (presently $5.35) to confirm a sale of shares to such customers. Purchases made directly through the Transfer Agent are not subject to the processing fee.

Initial Sales Charge Alternatives — Class A and Class D Shares

      Investors who prefer an initial sales charge alternative may elect to purchase Class D shares or, if an eligible investor, Class A shares.

      Investors choosing the initial sales charge alternative who are eligible to purchase Class A shares should purchase Class A shares rather than Class D shares because there is an account maintenance fee imposed on Class D shares. Investors qualifying for significantly reduced initial sales charges may find the initial sales charge alternative particularly attractive because similar sales charge reductions are not available with respect to the deferred sales charges imposed in connection with purchases of Class B or Class C shares. Investors not qualifying for reduced initial sales charges who expect to maintain their investment for an extended period of time also may elect to purchase Class A or Class D shares, because over time the accumulated ongoing account maintenance and distribution fees on Class B or Class C shares may exceed the initial sales charge and, in the case of Class D shares, the account maintenance fee. Although some investors who previously purchased Class A shares may no longer be eligible to purchase Class A shares of other Merrill Lynch-advised mutual funds, those previously purchased Class A shares, together with Class B, Class C and Class D share holdings, will count toward a right of accumulation which may qualify the investor for reduced initial sales charge on new initial sales charge purchases. In addition, the ongoing Class B and Class C account maintenance and distribution fees will cause Class B and Class C shares to have higher expense ratios, pay lower dividends and have lower total returns than the initial sales charge shares. The ongoing Class D account maintenance fees will cause Class D shares to have a higher expense ratio, pay lower dividends and have a lower total return than Class A shares.

      The term “purchase” also includes purchases by employee benefit plans not qualified under Section 401 of the Code, including purchases by employees or by employers on behalf of employees, by means of a payroll deduction plan or otherwise, of shares of the Fund. Purchases by such a company or non-qualified employee benefit plan will qualify for the quantity discounts discussed above only if the Fund and the Distributor are

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able to realize economies of scale in sales effort and sales related expense by means of the company, employer or plan making the Fund’s Prospectus available to individual investors or employees and forwarding investments by such persons to the Fund and by any such employer or plan bearing the expense of any payroll deduction plan.

      Eligible Class A Investors. Class A shares are offered to a limited group of investors and also will be issued upon reinvestment of dividends from outstanding Class A shares. Investors who currently own Class A shares in a shareholder account including participants in the Merrill Lynch Blueprint^SM Program, are entitled to purchase additional Class A shares in that account. Certain employer-sponsored retirement or savings plans, including eligible 401(k) plans, may purchase Class A shares at net asset value provided such plans meet the required minimum number of eligible employees or required amount of assets advised by the Investment Adviser or any of its affiliates. Class A shares are available at net asset value to corporate warranty insurance reserve fund programs provided that the program has $3 million or more initially invested in Merrill Lynch-advised mutual funds. Also eligible to purchase Class A shares at net asset value are participants in certain investment programs including TMA^SM Managed Trusts to which Merrill Lynch Trust Company provides discretionary trustee services, collective investment trusts for which Merrill Lynch Trust Company serves as trustee, certain Merrill Lynch investment programs that offer pricing alternatives for securities transactions and purchases made in connection with certain fee-based programs. In addition, Class A shares are offered at net asset value to Merrill Lynch & Co., Inc. and its subsidiaries and their directors and employees and to members of the Boards of Merrill Lynch-advised mutual funds, including the Fund. Certain persons who acquired shares of certain Merrill Lynch-advised closed-end funds in their initial offerings who wish to reinvest the net proceeds from a sale of their closed-end fund shares of common stock in shares of the Fund also may purchase Class A shares of the Fund if certain conditions set forth in the Statement of Additional Information are met. In addition, Class A shares of the Fund and certain other Merrill Lynch-advised mutual funds are offered at net asset value to shareholders of Merrill Lynch Senior Floating Rate Fund, Inc. and, if certain conditions are met, to shareholders of Merrill Lynch Municipal Strategy Fund, Inc. and Merrill Lynch High Income Municipal Bond Fund, Inc. who wish to reinvest the net proceeds from a sale of certain of their shares of common stock pursuant to a tender offer conducted by such funds in shares of the Fund and certain other Merrill Lynch-advised mutual funds.

     Class A and Class D Sales Charge Information.

Class A Shares*
Gross Sales		Sales Charges		Sales Charges		CDSCs Received on
Charges		Retained by		Paid to		Redemption of
Collected		Distributor		Merrill Lynch		Load-Waived Shares
$	0	$	0	$	0	$	0

Class D Shares*
Gross Sales		Sales Charges		Sales Charges		CDSCs Received on
Charges		Retained by		Paid to		Redemption of
Collected		Distributor		Merrill Lynch		Load-Waived Shares
$	1,449	$	221	$	1,228	$	0

*  For the fiscal year ended June 30, 2001.

      The Distributor may reallow discounts to selected dealers and other financial intermediaries and retain the balance over such discounts. At times the Distributor may reallow the entire sales charge to such dealers. Since securities dealers and other financial intermediaries selling Class A and Class D shares of the Fund will receive a concession equal to most of the sales charge, they may be deemed to be underwriters under the Securities Act.

Reduced Initial Sales Charges — Class A and Class D Shares

      Reinvested Dividends. No initial sales charges are imposed upon Class A and Class D shares issued as a result of the automatic reinvestment of dividends or capital gains distributions.

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      Right of Accumulation. Reduced sales charges are applicable through a right of accumulation under which eligible investors are permitted to purchase shares of the Fund subject to an initial sales charge at the offering price applicable to the total of (a) the public offering price of the shares then being purchased plus (b) an amount equal to the then current net asset value or cost, whichever is higher, of the purchaser’s combined holdings of all classes of shares of the Fund and of other Merrill Lynch-advised mutual funds. For any such right of accumulation to be made available, the Distributor must be provided at the time of purchase, by the purchaser or the purchaser’s securities dealer or other financial intermediary, with sufficient information to permit confirmation of qualification. Acceptance of the purchase order is subject to such confirmation. The right of accumulation may be amended or terminated at any time. Shares held in the name of a nominee or custodian under pension, profit-sharing or other employee benefit plans may not be combined with other shares to qualify for the right of accumulation.

      Letter of Intent. Reduced sales charges are applicable to purchases aggregating $25,000 or more of Class A or Class D shares of the Fund or any other Merrill Lynch-advised mutual funds made within a 13-month period starting with the first purchase pursuant to a Letter of Intent in the form provided by the Distributor. The Letter of Intent is available only to investors whose accounts are maintained at the Fund’s transfer agent. The Letter of Intent is not available to employee benefit plans for which Merrill Lynch provides plan-participant recordkeeping services. The Letter of Intent is not a binding obligation to purchase any amount of Class A or Class D shares; however, its execution will result in the purchaser paying a lower sales charge at the appropriate quantity purchase level. A purchase not originally made pursuant to a Letter of Intent may be included under a subsequent Letter of Intent executed within 90 days of such purchase if the Distributor is informed in writing of this intent within such 90-day period. The value of Class A and Class D shares of the Fund and of other Merrill Lynch-advised mutual funds presently held, at cost or maximum offering price (whichever is higher), on the date of the first purchase under the Letter of Intent, may be included as a credit toward completion of such Letter, but the reduced sales charge applicable to the amount covered by such Letter will be applied only to new purchases. If the total amount of shares purchased does not equal the amount stated in the Letter of Intent (minimum of $25,000), the investor will be notified and must pay, within 20 days of the expiration of such Letter, the difference between the sales charge on the Class A or Class D shares purchased at the reduced rate and the sales charge applicable to the shares actually purchased through the Letter. Class A shares or Class D shares equal to 5% of the intended amount will be held in escrow during the 13-month period (while remaining registered in the name of the purchaser) for this purpose. The first purchase under the Letter of Intent must be at least 5% of the dollar amount of such Letter. If a purchase during the term of such Letter would otherwise be subject to a further reduced sales charge based on the right of accumulation, the purchaser will be entitled on that purchase and subsequent purchases to the reduced percentage sales charge but there will be no retroactive reduction of the sales charges on any previous purchase. The value of any shares redeemed or otherwise disposed of by the purchaser prior to termination or completion of the Letter of Intent will be deducted from the total purchases made under such Letter. An exchange from a Merrill Lynch-advised money market fund into the Fund that creates a sales charge will count toward completing a new or existing Letter of Intent for the Fund.

      TMA^SM Managed Trusts. Class A shares are offered to TMA^SM Managed Trusts to which Merrill Lynch Trust Company provides discretionary trustee services at net asset value.

      Employee Access^SM Accounts. Provided applicable threshold requirements are met, either Class A or Class D shares are offered at net asset value to Employee Access^SM Accounts available through authorized employers that provide employer-sponsored retirement or savings plans that are eligible to purchase such shares at net asset value. The initial minimum for such accounts is $500, except that the initial minimum for shares purchased for such accounts pursuant to the Automatic Investment Program is $50.

Employer-Sponsored Retirement or Savings Plans and Certain Other Arrangements

      Certain employer-sponsored retirement or savings plans and certain other arrangements may purchase Class A or Class D shares at net asset value, based on the number of employees or numbers of employees eligible to participate in the plan, the aggregate amount invested by the plan in specified investments and/or the services provided by Merrill Lynch to the plan. Certain other plans may purchase Class B shares with a waiver of CDSC upon redemption, based on similar criteria. Such Class B shares will convert into Class D

31

shares approximately ten years after the plan purchases the shares of any Merrill Lynch-advised mutual fund. Minimum purchase requirements may be waived or varied for such plans. Additional information regarding purchases by employer-sponsored retirement or savings and certain other arrangements is available toll-free from Merrill Lynch Business Financial Services at (800) 237-7777.

      Purchase Privilege of Certain Persons. Directors of the Company, members of the Boards of other Merrill Lynch-advised investment companies and ML & Co. and its subsidiaries (the term “subsidiaries”, when used herein with respect to ML & Co., includes MLIM, FAM and certain other entities directly or indirectly wholly owned and controlled by ML & Co.) and their directors and employees, and any trust, pension, profit-sharing or other benefit plan for such persons may purchase Class A shares of the Fund at net asset value.

      Class D shares of the Fund will be offered at net asset value, without a sales charge, to an investor who has a business relationship with a financial advisor who joined Merrill Lynch from another investment firm within six months prior to the date of purchase by such investor if the following conditions are satisfied. First, the investor must advise Merrill Lynch that they will purchase Class D shares of the Fund with proceeds from a redemption of shares of a mutual fund that was sponsored by the financial advisor’s previous firm and was subject to a sales charge either at the time of purchase or on a deferred basis. Second, the investor must also establish that such redemption had been made within 60 days prior to the investment in the Fund, and the proceeds from the redemption had been maintained in the interim in cash or a money market fund.

      Class D shares of the Fund will be offered at the net asset value, without a sales charge, to an investor who has a business relationship with a Merrill Lynch Financial Advisor and who has invested in a mutual fund for which Merrill Lynch has not served as a selected dealer if the following conditions are satisfied: First, the investor must advise Merrill Lynch that the investor will purchase Class D shares of the Fund with proceeds from a redemption of such shares of other mutual funds that have been outstanding for a period of no less than six months. Second, the investor must also establish that such purchase of Class D shares had been made within 60 days after the redemption and the proceeds from the redemption must have been maintained in the interim in cash or a money market fund.

      Class D shares of the Fund are also offered at net asset value, without a sales charge, to an investor who has a business relationship with a Merrill Lynch Financial Advisor and who has invested in a mutual fund sponsored by a non-Merrill Lynch company for which Merrill Lynch has served as a selected dealer and where Merrill Lynch has either received or given notice that such arrangement will be terminated, if the following conditions are satisfied: First, the investor must purchase Class D shares of the Fund with proceeds from a redemption of shares of such other mutual fund and such fund was subject to a sales charge either at the time of purchase or on a deferred basis. Second, such purchase of Class D shares must be made within 90 days after such notice of termination.

      Closed-End Fund Investment Option. Class A shares of the Fund and other Merrill Lynch-advised mutual funds (“Eligible Class A shares”) are offered at net asset value to shareholders of certain closed-end funds advised by the Investment Adviser or MLIM who purchased such closed-end fund shares prior to October 21, 1994 (the date Merrill Lynch Select Pricing^SM System commenced operations) and wish to reinvest the net proceeds of a sale of their closed-end fund shares of common stock in Eligible Class A shares of the Fund, if the conditions set forth below are satisfied. Alternatively, closed-end fund shareholders who purchased such shares on or after October 21, 1994 and wish to reinvest the net proceeds from a sale of their closed-end fund shares are offered Class A shares (if eligible to buy Class A shares) or Class D shares of the Fund and other Merrill Lynch-advised mutual funds (“Eligible Class D shares”) if the following conditions are met. First, the sale of closed-end fund shares must be made through Merrill Lynch, and the net proceeds therefrom must be immediately reinvested in Eligible Class A or Class D shares. Second, the closed-end fund shares must either have been acquired in the initial public offering or be shares representing dividends from shares of common stock acquired in such offering. Third, the closed-end fund shares must have been continuously maintained in a Merrill Lynch securities account. Fourth, the shareholder must have purchased a minimum of $250 of closed-end fund shares to be eligible for the reinvestment option.

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      Shareholders of certain Merrill Lynch-advised continuously offered closed-end funds may reinvest at net asset value the net proceeds from a sale of certain shares of common stock of such funds in shares of the Fund. Upon exercise of this investment option, shareholders of Merrill Lynch Senior Floating Rate Fund, Inc. will receive Class A shares of the Fund and shareholders of Merrill Lynch Municipal Strategy Fund, Inc. and Merrill Lynch High Income Municipal Bond Fund Inc. will receive Class D shares of the Fund, except that shareholders already owning Class A shares of the Fund will be eligible to purchase additional Class A shares pursuant to this option, if such additional Class A shares will be held in the same account as the existing Class A shares and the other requirements pertaining to the reinvestment privilege are met. In order to exercise this investment option, a shareholder of one of the above-referenced continuously offered closed-end funds (an “eligible fund”) must sell his or her shares of common stock of the eligible fund (the “eligible shares”) back to the fund in connection with a tender offer conducted by the eligible fund and reinvest the proceeds immediately in the designated class of shares of the Fund. This investment option is available only with respect to eligible shares as to which no Early Withdrawal Charge or CDSC (each as defined in the eligible fund’s prospectus) is applicable. Purchase orders from eligible fund shareholders wishing to exercise this investment option will be accepted only on the day that the related tender offer terminates and will be effected at the net asset value of the designated class of the Fund on such day.

      Acquisition of Certain Investment Companies. The public offering price of Class D shares may be reduced to the net asset value per Class D share in connection with the acquisition of the assets of or merger or consolidation with a public or private investment company.

Deferred Sales Charge Alternatives — Class B and Class C Shares

      Investors choosing the deferred sales charge alternatives should consider Class B shares if they intend to hold their shares for an extended period of time and Class C shares if they are uncertain as to the length of time they intend to hold their assets in Merrill Lynch-advised mutual funds.

      Because no initial sales charges are deducted at the time of purchase, Class B and Class C shares provide the benefit of putting all of the investor’s dollars to work from the time the investment is made. The deferred sales charge alternatives may be particularly appealing to investors who do not qualify for a reduction in initial sales charges. Both Class B and Class C shares are subject to ongoing account maintenance fees and distribution fees; however, the ongoing account maintenance and distribution fees potentially may be offset to the extent any return is realized on the additional funds initially invested in Class B or Class C shares. In addition, Class B shares of the Fund will be converted into Class D shares of the Fund after a conversion period of approximately ten years, and thereafter investors will be subject to lower ongoing fees.

      The public offering price of Class B and Class C shares for investors choosing the deferred sales charge alternatives is the next determined net asset value per share without the imposition of a sales charge at the time of purchase.

      Class B and Class C shares are sold without an initial sales charge so that the Fund will receive the full amount of the investor’s purchase payment. Merrill Lynch compensates its financial advisors for selling Class B and Class C shares at the time of purchase from its own funds. See “Distribution Plans.”

           Class B and Class C Sales Charge Information.

Class B Shares*
CDSCs
Received By		CDSCs Paid to
Distributor		Merrill Lynch
$	0	$	0

33

Class C Shares*
CDSCs
Received By		CDSCs Paid to
Distributor		Merrill Lynch
$	0	$	0

*  For the fiscal year ended June 30, 2001.

      Proceeds from the CDSC and the distribution fee are paid to the Distributor and are used in whole or in part by the Distributor to defray the expenses of dealers (including Merrill Lynch) related to providing distribution-related services to the Fund in connection with the sale of the Class B and Class C shares, such as the payment of compensation to financial consultants for selling Class B and Class C shares. The combination of the CDSC and the ongoing distribution fee facilitates the ability of the Fund to sell the Class B and Class C shares without a sales charge being deducted at the time of purchase. Approximately ten years after issuance, Class B shares will convert automatically into Class D shares of the Fund, which are subject to an account maintenance fee but no distribution fee. Class B shares of certain other Merrill Lynch-advised mutual funds into which exchanges may be made convert into Class D shares automatically after approximately eight years. If Class B shares of the Fund are exchanged for Class B shares of another Merrill Lynch-advised mutual fund, the conversion period applicable to the Class B shares acquired in the exchange will apply, and the holding period for the shares exchanged will be tacked onto the holding period for the shares acquired.

      Imposition of the CDSC and the distribution fee on Class B and Class C shares is limited by the NASD asset-based sales charge rule. See “Limitations on the Payment of Deferred Sales Charges.” Class B shareholders of the Fund exercising the exchange privilege described under “Shareholder Services — Exchange Privilege” will continue to be subject to the Fund’s CDSC schedule if such schedule is higher than the CDSC schedule relating to the Class B shares acquired as a result of the exchange.

      Contingent Deferred Sales Charge — Class B Shares. Class B shares which are redeemed within four years of purchase may be subject to a CDSC at the rates set forth below charged as a percentage of the dollar amount subject thereto. The charge will be assessed on an amount equal to the lesser of the proceeds of redemption or the cost of the shares being redeemed. Accordingly, no sales charge will be imposed on increases in net asset value above the initial purchase price. In addition, no charge will be assessed on shares derived from reinvestment of dividends or capital gains distributions.

      The following table sets forth the rates of the CDSC on Class B shares:

	CDSC as a Percentage
	of Dollar Amount
Year Since Purchase Payment Made	Subject to Charge
0 – 1		4.00	%
1 – 2		3.00	%
2 – 3		2.00	%
3 – 4		1.00	%
4 and thereafter		0.00	%

      To provide an example, assume an investor purchased 100 shares at $10 per share (at a cost of $1,000) and in the third year after purchase, the net asset value per share is $12, and during such time, the investor has acquired 10 additional shares through dividend reinvestment. If at such time the investor makes his or her first redemption of 50 shares (proceeds of $600), 10 shares will not be subject to the charge because of dividend reinvestment. With respect to the remaining 40 shares, the charge is applied only to the original cost of $10 per share and not to the increase in net asset value of $2 per share. Therefore, $400 of the $600 redemption proceeds will be charged at a rate of 2.0% (the applicable rate in the third year after purchase).

      The Class B CDSC is waived on redemptions of shares made in connection with post-retirement withdrawals from an Individual Retirement Account (“IRA”) or other retirement plan or following the death or disability (as defined in the Code) of a shareholder. The Class B CDSC also is waived on redemptions of shares in connection with certain group plans through the Merrill Lynch Blueprint^SM Program. See

34

“Redemption of Shares — Deferred Sales Charge — Class B and Class C Shares — Merrill Lynch Blueprint^SM Program.” The contingent deferred sales charge is waived on redemption of shares by certain eligible 401(a) and eligible 401(k) plans. The CDSC is also waived for any Class B shares that are purchased by an eligible 401(k) or eligible 401(a) plans and are rolled over into a Merrill Lynch or Merrill Lynch Trust Company custodied IRA and held in such account at the time of redemption and for any Class B shares that were acquired and held at the time of the redemption in an Employee Access^SM Account available through employers providing eligible 401(k) plans. The Class B CDSC also is waived for any Class B shares that are purchased within qualifying Employee Access^SM Accounts. Additional information concerning the waiver of the Class B CDSC is set forth in the Statement of Additional Information. The terms of the CDSC may be modified for redemptions made in connection with certain fee-based programs. See “Shareholder Services — Fee-Based Programs.”

      Contingent Deferred Sales Charge — Class C Shares. Class C shares that are redeemed within one year of purchase may be subject to a 1.0% CDSC charged as a percentage of the dollar amount subject thereto. The charge will be assessed on an amount equal to the lesser of the proceeds of redemption or the cost of the shares being redeemed. Accordingly, no Class C CDSC will be imposed on increases in net asset value above the initial purchase price. In addition, no Class C CDSC will be assessed on shares derived from reinvestment of dividends or capital gains distributions. The Class C CDSC may be waived in connection with involuntary termination of an account in which Fund shares are held and withdrawals through the Merrill Lynch systematic withdrawal plan. See “Shareholder Services — Fee-Based Programs.”

      In determining whether a Class C CDSC is applicable to a redemption, the calculation will be determined in the manner that results in the lowest possible rate being charged. Therefore, it will be assumed that the redemption is first of shares held for over one year or shares acquired pursuant to reinvestment of dividends or distributions and then of shares held longest during the one-year period. The charge will not be applied to dollar amounts representing an increase in the net asset value since the time of purchase. A transfer of shares from a shareholder’s account to another account will be assumed to be made in the same order as a redemption.

      Conversion of Class B Shares to Class D Shares. After approximately ten years (the “Conversion Period”), Class B shares will be converted automatically into Class D shares of the Fund. Class D shares are subject to an ongoing account maintenance fee of 0.25% of net assets but are not subject to the distribution fee that is borne by Class B shares. Automatic conversion of Class B shares into Class D shares will occur at least once each month (on the “Conversion Date”) on the basis of the relative net asset values of the shares of the two classes on the Conversion Date, without the imposition of any sales load, fee or other charge. Conversion of Class B shares to Class D shares will not be deemed a purchase or sale of the shares for federal income tax purposes.

Distribution Plans

      Reference is made to “Fees and Expenses” in the Prospectus.

      The Fund has adopted separate distribution plans for Class B, Class C and Class D shares pursuant to Rule 12b-1 under the Investment Company Act (each a “Distribution Plan”) with respect to the account maintenance and/or distribution fees paid by the Fund to the Distributor with respect to such classes. The Class B and Class C Distribution Plans provide for the payment of account maintenance fees and distribution fees, and the Class D Distribution Plan provides for the payment of account maintenance fees.

      The Distribution Plans for Class B, Class C and Class D shares each provide that the Fund pays the Distributor an account maintenance fee relating to the shares of the relevant class, accrued daily and paid monthly, at the annual rate of 0.25% of the average daily net assets of the Fund attributable to shares of the relevant class in order to compensate the Distributor and Merrill Lynch, a selected dealer or other financial intermediary (pursuant to a sub-agreement) in connection with account maintenance activities.

      The Distribution Plans for Class B and Class C shares each provide that the Fund also pays the Distributor a distribution fee relating to the shares of the relevant class, accrued daily and paid monthly, at the

35

annual rate of 0.65% for both Class B and Class C shares of the average daily net assets of the Fund attributable to the shares of the relevant class in order to compensate the Distributor, Merrill Lynch, a selected dealer or other financial intermediary (pursuant to a sub-agreement) for providing shareholder and distribution services, and bearing certain distribution-related expenses of the Fund, including payments to financial advisors or other financial intermediaries for selling Class B and Class C shares of the Fund. The Distribution Plans relating to Class B and Class C shares are designed to permit an investor to purchase Class B and Class C shares through selected securities dealers and other financial intermediaries without the assessment of an initial sales charge and at the same time permit the dealer to compensate its financial advisor, a selected dealer or other financial intermediary in connection with the sale of the Class B and Class C shares. In this regard, the purpose and function of the ongoing distribution fees and the CDSC are the same as those of the initial sales charge with respect to the Class A and Class D shares of the Fund in that the deferred sales charges provide for the financing of the distribution of the Fund’s Class B and Class C shares.

      The payments under the Distribution Plans are based on a percentage of average daily net assets attributable to the shares regardless of the amount of expenses incurred, and accordingly, distribution-related revenues from the Distribution Plans may be more or less than distribution-related expenses. Information with respect to the distribution-related revenues and expenses is presented to the Directors for their consideration in connection with their deliberations as to the continuance of the Class B and Class C Distribution Plans. This information is presented annually as of December 31 of each year on a “fully allocated accrual” basis and quarterly on a “direct expenses and revenue/ cash” basis. On the fully allocated accrual basis, revenues consist of the account maintenance fees, distribution fees, the CDSC and certain other related revenues, and expenses consist of financial advisor compensation, branch office and regional operation center selling and transaction processing expenses, advertising, sales promotion and marketing expenses, corporate overhead and interest expenses. On the direct expense and revenue/ cash basis, revenues consist of the account maintenance fees, distribution fees and contingent deferred sales charges, and the expenses consist of financial advisor compensation.

      The Fund has no obligation with respect to distribution and/or account maintenance-related expenses incurred by the Distributor and Merrill Lynch in connection with Class B, Class C and Class D shares, and there is no assurance that the Directors of the Fund will approve the continuance of the Distribution Plans from year to year. However, the Distributor intends to seek annual continuation of the Distribution Plans. In their review of the Distribution Plans, the Directors will be asked to take into consideration expenses incurred in connection with the account maintenance and/or distribution of each class of shares separately. The initial sales charge, the account maintenance fee, the distribution fee and/or the CDSCs received with respect to one class will not be used to subsidize the sale of shares of another class. Payments of the distribution fee on Class B shares will terminate upon conversion of those Class B shares into Class D shares as set forth under “Deferred Sales Charge Alternatives — Class B and Class C Shares — Conversion of Class B Shares to Class D Shares.”

      Payments of the account maintenance fees and/or distribution fees are subject to the provisions of Rule 12b-1 under the Investment Company Act. See “Additional Information — Description of Shares.” Among other things, each Distribution Plan provides that the Distributor will provide and the Directors will review quarterly reports of the disbursement of the account maintenance fees and/or distribution fees paid to the Distributor. In their consideration of each Distribution Plan, the Directors must consider all factors they deem relevant, including information as to the benefits of the Distribution Plan to the Fund and to its related class of shareholders. Each Distribution Plan further provides that, so long as such Distribution Plan remains in effect, the selection and nomination of Directors who are not “interested persons” of the Fund, as defined in the Investment Company Act (the “Independent Directors”), will be committed to the discretion of the Independent Directors then in office. In approving each Distribution Plan in accordance with Rule 12b-1, the Independent Directors concluded that there is a reasonable likelihood that such Distribution Plan will benefit the Fund and its related class of shareholders. Each Distribution Plan can be terminated at any time, without penalty, by the vote of a majority of the Independent Directors or by the vote of the holders of a majority of the outstanding related class of voting securities of the Fund. A Distribution Plan cannot be amended to increase materially the amount to be spent by the Fund without the approval of the related class of

36

shareholders, and all material amendments are required to be approved by the vote of Directors, including a majority of the Independent Directors who have no direct or indirect financial interest in such Distribution Plan, cast in person at a meeting called for that purpose. Rule 12b-1 further requires that the Fund preserve copies of such Distribution Plan and any reports made pursuant to such plan for a period of not less than six years from the date of the Distribution Plan or such reports, the first two years in an easily accessible place.

      As of June 30, 2001, direct cash expenses for the period since the commencement of operations of Class B shares exceeded direct cash revenues by $54,179 (1.09% of Class B net assets at that date). As of June 30, 2001, direct cash expenses for the period since the commencement of operations of Class C shares exceeded direct cash revenues by $3,652 (.08% of Class C net assets at that date).

      For the period ended June 30, 2001, the Fund paid the Distributor $6,563 pursuant to the Class B Distribution Plan (based on the average net assets subject to such Class B Distribution Plan of approximately $1.0 million), all of which was paid to Merrill Lynch for providing account maintenance and distribution related activities and services in connection with Class B shares. For the period ended June 30, 2001, the Fund paid the Distributor $8,488 pursuant to the Class C Distribution Plan (based on the average net assets subject to such Class C Distribution Plan of approximately $1.3 million), all of which was paid to Merrill Lynch for providing account maintenance and distribution related activities and services in connection with Class C shares. For the period ended June 30, 2001, the Fund paid the Distributor $81 pursuant to the Class D Distribution Plan (based on the average net assets subject to such Class D Distribution Plan of approximately $44,400), all of which was paid to Merrill Lynch for providing account maintenance activities in connection with Class D shares.

Limitations on the Payment of Deferred Sales Charges

      The maximum sales charge rule in the Conduct Rules of the NASD imposes a limitation on certain asset-based sales charges, such as the distribution fee and the CDSC borne by the Class B and Class C shares, but not the account maintenance fee. The maximum sales charge rule is applied separately to each class. As applicable to the Fund, the maximum sales charge rule limits the aggregate of distribution fee payments and CDSCs payable by the Fund to (1) 6.25% of eligible gross sales of Class B shares and Class C shares, computed separately (defined to exclude shares issued pursuant to dividend reinvestments and exchanges), plus (2) interest on the unpaid balance for the respective class, computed separately, at the prime rate plus 1% (the unpaid balance being the maximum amount payable minus amounts received from the payment of the distribution fee and the CDSC).

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      The following table sets forth comparative information as of June 30, 2001 with respect to the Class B and Class C shares indicating the maximum allowable payments that can be made under the NASD maximum sales charge rule.

	Data Calculated as of June 30, 2001
													Annual
													Distribution
			Allowable		Allowable				Amounts				Fee at
	Eligible		Aggregate		Interest on		Maximum		Previously		Aggregate		Current
	Gross		Sales		Unpaid		Amount		Paid to		Unpaid		Net Asset
	Sales(1)		Charges(2)		Balance(3)		Payable		Distributor(4)		Balance		Level(5)
Class B Shares for the period October 6, 2000 (commencement of operations) to June 30, 2001
Under NASD Rule as Adopted	$	4,356,143	$	272,259	$	2,453	$	274,712	$	3,354	$	271,358	$	32,313
Class C Shares for the period October 6, 2000 (commencement of operations) to June 30, 2001
Under NASD Rule as Adopted	$	3,393,290	$	212,081	$	2,130	$	214,211	$	4,994	$	209,217	$	29,394

(1)	Purchase price of all eligible Class B or Class C shares sold during the periods indicated other than shares acquired through dividend reinvestment and the exchange privilege.
(2)	Includes amounts attributable to exchanges from Summit Cash Reserves Fund (“Summit”) which are not reflected in Eligible Gross Sales. Shares of Summit can only be purchased by exchange from another fund (the “redeemed fund”). Upon such an exchange, the maximum allowable sales charge payment to the redeemed fund is reduced in accordance with the amount of the redemption. This amount is then added to the maximum allowable sales charge payment with respect to Summit. Upon an exchange out of Summit, the remaining balance of this amount is deducted from the maximum allowable sales charge payment to Summit and added to the maximum allowable sales charge payment to the fund into which the exchange is made.
(3)	Interest is computed on a monthly basis based upon the prime rate, as reported in The Wall Street Journal, plus 1.0%, as permitted under the NASD rule.
(4)	Consists of CDSC payments, distribution fee payments and accruals. This figure may include CDSCs that were deferred when a shareholder redeemed shares prior to the expiration of the applicable CDSC period and invested the proceeds, without the imposition of a sales charge, in Class I shares in conjunction with the shareholder’s participation in fee-based programs managed by Mercury or its affiliates. The CDSC is booked as a contingent obligation that may be payable if the shareholder terminates participation in such programs.
(5)	Provided to illustrate the extent to which the current level of distribution fee payments (not including any CDSC payments) is amortizing the unpaid balance. No assurance can be given that payments of the distribution fee will reach either the voluntary maximum (with respect to Class B shares) or the NASD maximum (with respect to Class B and Class C shares).

REDEMPTION OF SHARES

      Reference is made to “How to Buy, Sell, Transfer and Exchange Shares” in the Prospectus. The Fund is required to redeem for cash all shares of the Fund upon receipt of a written request in proper form. The

38

redemption price is the net asset value per share next determined after the initial receipt of proper notice of redemption for Class A and D shares, and is the net asset value per share next determined after the initial receipt of proper notice of redemption, less the applicable CDSC, if any, for Class B or Class C shares. Except for any CDSC which may be applicable to Class B or C shares, there will be no charge for redemption if the redemption request is sent directly to the Transfer Agent. Shareholders liquidating their holdings will receive upon redemption all dividends declared on the shares redeemed.

      The right to redeem shares or to receive payment with respect to any such redemption may be suspended for more than seven days only for any period during which trading on the NYSE is restricted as determined by the Commission or such Exchange is closed (other than customary weekend and holiday closings), for any period during which an emergency exists as defined by the Commission as a result of which disposal of portfolio securities or determination of the net asset value of the Fund is not reasonably practicable, and for such other periods as the Commission may by order permit for the protection of shareholders of the Fund.

      The value of shares at the time of redemption may be more or less than the shareholder’s cost, depending on the market value of the securities held by the Fund at such time.

Redemption

      A shareholder wishing to redeem shares held with the Transfer Agent may do so without charge by tendering the shares directly to the Fund’s Transfer Agent, Financial Data Services, Inc., P.O. Box 45289, Jacksonville, Florida 32232-5289. Proper notice of redemption in the case of shares deposited with the Transfer Agent may be accomplished by a written letter requesting redemption. Redemption requests delivered other than by mail should be delivered to Financial Data Services, Inc., 4800 Deer Lake Drive East, Jacksonville, Florida 32246-6484. Proper notice of redemption in the case of shares deposited with the Transfer Agent may be accomplished by a written letter requesting redemption. Proper notice of redemption in the case of shares for which certificates have been issued may be accomplished by a written letter as noted above accompanied by certificates for the shares to be redeemed. Redemption requests should not be sent to the Master Trust or the Fund. A redemption request in either event requires the signature(s) of all persons in whose name(s) the shares are registered, signed exactly as such name(s) appear(s) on the Transfer Agent’s register. The signature(s) on the redemption request may require a guarantee by an “eligible guarantor institution” as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), the existence and validity of which may be verified by the Transfer Agent through the use of industry publications. In the event a signature guarantee is required, notarized signatures are not sufficient. In general, signature guarantees are waived on redemptions of less than $50,000 as long as the following requirements are met: (i) all requests require the signature(s) of all persons in whose name(s) shares are recorded on the Transfer Agent’s register; (ii) all checks must be mailed to the address of record on the Transfer Agent’s register and (iii) the address must not have changed within 30 days. Certain rules may apply regarding certain account types such as, but not limited to, UGMA/ UTMA accounts, Joint Tenancies With Rights of Survivorship, contra broker transactions and institutional accounts. In certain instances, the Transfer Agent may require additional documents such as, but not limited to, trust instruments, death certificates, appointments as executor or administrator, or certificates of corporate authority.

      A shareholder may also redeem shares held with the Transfer Agent by telephone request. To request a redemption from your account, call the Transfer Agent at 1-800-MER-FUND. The request must be made by the shareholder of record and be for an amount less than $50,000. Before telephone requests will be honored, signature approval from all shareholders of record on the account must be obtained. The shares being redeemed must have been held for at least 15 days. Telephone redemption requests will not be honored in the following situations: the accountholder is deceased, the proceeds are to be sent to someone other than the shareholder of record, funds are to be wired to the client’s bank account, a systematic withdrawal plan is in effect, the request is by an individual other than the accountholder of record, the account is held by joint tenants who are divorced, the address on the account has changed within the last 30 days or share certificates have been issued on the account.

39

      Since this account feature involves a risk of loss from unauthorized or fraudulent transactions, the Transfer Agent will take certain precautions to protect your account from fraud. Telephone redemption may be refused if the caller is unable to provide: the account number, the name and address registered on the account and the social security number registered on the account. The Fund or the Transfer Agent may temporarily suspend telephone transactions at any time.

      For shareholders redeeming directly with the Transfer Agent, payments will be mailed within seven days of receipt of a proper notice of redemption. At various times the Fund may be requested to redeem shares for which it has not yet received good payment (e.g., cash, Federal funds or certified check drawn on a U.S. bank). The Fund may delay or cause to be delayed the mailing of a redemption check until such time as good payment (e.g., cash, Federal funds or certified check drawn on a U.S. bank) has been collected for the purchase of such Fund shares, which will usually not exceed 10 days. In the event that a shareholder account held directly with the Transfer Agent contains a fractional share balance, such fractional share balance will be automatically redeemed by the Fund.

Repurchase

      The Fund also will repurchase shares through a shareholder’s listed securities dealer or other financial intermediary. The Fund normally will accept orders to repurchase shares by wire or telephone from dealers for their customers at the net asset value next computed after receipt of the order by the dealer, provided that the request for repurchase is received by the dealer prior to the close of regular trading on the NYSE (generally 4:00 p.m., Eastern time) on the day received and that such request is received by the Fund from such dealer not later than 30 minutes after the close of regular trading on the NYSE, on the same day. Dealers have the responsibility of submitting such repurchase requests to the Fund not later than 30 minutes after the close of regular trading on the NYSE, in order to obtain that day’s closing price.

      The foregoing repurchase arrangements are for the convenience of shareholders and do not involve a charge by the Fund (other than any applicable CDSC). Securities firms that do not have selected dealer agreements with the Distributor, however, may impose a transaction charge on the shareholder for transmitting the notice of repurchase to the Fund. Merrill Lynch, a selected securities dealer or other financial intermediary may charge its customers a processing fee (Merrill Lynch currently charges $5.35) to confirm a repurchase of shares to such customers. Repurchases made directly through the Fund’s Transfer Agent are not subject to the processing fee. The Fund reserves the right to reject any order for repurchase, which right of rejection might adversely affect shareholders seeking redemption through the repurchase procedure. A shareholder whose order for repurchase is rejected by the Fund, however, may redeem shares as set forth above.

      For shareholders submitting their shares for repurchase through listed securities dealers, payment for fractional shares will be made by the Transfer Agent directly to the shareholder and payment for full shares will be made by the securities dealer within seven days of the proper tender of the certificates, if any, and stock power or letter requesting redemption, in each instance with signature guaranteed as noted in the Prospectus.

Reinstatement Privilege — Class A and Class D Shares

      Shareholders who have redeemed their Class A or Class D shares, including through repurchase, have a privilege to reinstate their accounts by purchasing Class A or Class D shares, as the case may be, of the Fund at net asset value without a sales charge up to the dollar amount redeemed. The reinstatement privilege may be exercised by sending a notice of exercise along with a check for the amount to be reinstated to the Transfer Agent within 30 days after the date the request for redemption was accepted by the Transfer Agent or the Distributor. Alternately, the reinstatement privilege may be exercised through the investor’s Merrill Lynch Financial Advisor within 30 days after the date the request for redemption was accepted by the Transfer Agent or Distributor. The reinstatement will be made at the net asset value per share next determined after the notice of reinstatement is received and cannot exceed the amount of the redemption proceeds.

      The reinstatement privilege is a one-time privilege and may be exercised by the shareholder only the first time such shareholder makes a redemption resulting in a gain is a taxable event whether or not the

40

reinstatement privilege is exercised. A redemption resulting in a loss will not be a taxable event to the extent the reinstatement privilege is exercised, and an adjustment will be made to the shareholder’s tax basis in shares acquired pursuant to the reinstatement to reflect the disallowed loss.

      If a shareholder disposes of shares within 90 days of their acquisition and subsequently reacquires shares of the Fund pursuant to the reinstatement privilege, then the shareholder’s tax basis in those shares disposed of will be reduced to the extent the load charge paid to the Fund upon the shareholder’s initial purchase reduces any load charge such shareholder would have been required to pay on the subsequent acquisition in absence of the reinstatement privilege. Instead, such load charge will be treated as an amount paid for the subsequently acquired shares and will be included in the shareholder’s tax basis for such shares.

Deferred Sales Charge — Class B and Class C Shares

      As discussed under “Purchase of Shares — Deferred Sales Charge Alternatives — Class B and Class C Shares,” while Class B shares of the Fund redeemed within four years of purchase are subject to a contingent deferred sales charge under most circumstances, the charge is waived on redemptions of Class B shares in certain instances including in connection with certain post-retirement withdrawals from an IRA or other retirement plan or following the death or disability of a Class B shareholder. Redemptions for which the waiver applies in the case of such withdrawals are: (a) any partial or complete redemption in connection with a distribution following retirement under a tax-deferred retirement plan or attaining age 59 1/2 in the case of an IRA or other retirement plan, or part of a series of equal periodic payments (not less frequently than annually) made for the life (or life expectancy) or any redemption resulting from the tax-free return of an excess contribution to an IRA; or (b) any partial or complete redemption following the death or disability (as defined in the Code) of a Class B shareholder (including one who owns the Class B shares as joint tenant with his or her spouse), provided the redemption is requested within one year of the death or initial determination of disability.

      Merrill Lynch Blueprint^SM Program. Class B shares of the Fund are offered to certain participants in the Merrill Lynch Blueprint^SM Program (“Blueprint”). Blueprint is directed to small investors and participants in certain affinity groups such as trade associations and credit unions. Class B shares are offered through Blueprint only to members of certain affinity groups. The contingent deferred sales charge is waived for shareholders who are members of certain affinity groups at the time orders to purchase Class B shares are placed through Blueprint. However, services (including the exchange privilege) available to Class B shareholders through Blueprint may differ from those available to other Class B investors. Orders for purchases and redemptions of Class B shares may be grouped for execution purposes which, in some circumstances, may involve the execution of such orders two business days following the day such orders are placed. The minimum initial purchase price is $100 with a $50 minimum for subsequent purchases through Blueprint. Minimum investment amounts are waived in connection with automatic investment plans for Blueprint participants. Additional information concerning these Blueprint programs, including any annual fees or transaction charges, is available from Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Blueprint^SM Program, P.O. Box 30441, New Brunswick, New Jersey 08989-0441.

      Conversion of Class B Shares to Class D Shares. After approximately ten years (the “Conversion Period”), Class B shares will be converted automatically into Class D shares of the Fund. Class D shares are subject to an ongoing account maintenance fee of 0.25% of average daily net assets but are not subject to the distribution fee that is borne by Class B shares. Automatic conversion of Class B shares into Class D shares will occur at least once each month (on the “Conversion Date”) on the basis of the relative net asset value of the shares of the two classes on the Conversion Date, without the imposition of any sales load, fee or other charge. Conversion of Class B shares to Class D shares will not be deemed a purchase or sale of the shares for Federal income tax purposes.

      In addition, shares purchased through reinvestment of dividends on Class B shares will also convert automatically to Class D shares. The Conversion Date for dividend reinvestment shares will be calculated taking into account the length of time the shares underlying such dividend reinvestment shares were outstanding. If at a Conversion Date the conversion of Class B shares to Class D shares of the Fund in a single

41

account will result in less than $50 worth of Class B shares being left in the account, all of the Class B shares of the Fund held in the account on the Conversion Date will be converted to Class D shares of the Fund.

      Share certificates for Class B shares of the Fund to be converted must be delivered to the Transfer Agent at least one week prior to the Conversion Date applicable to those shares. In the event such certificates are not received by the Transfer Agent at least one week prior to the Conversion Date, the related Class B shares will convert to Class D shares on the next scheduled Conversion Date after such certificates are delivered.

      In general, Class B shares of equity Merrill Lynch-advised mutual funds will convert approximately eight years after initial purchase, and Class B shares of taxable and tax-exempt fixed income Merrill Lynch-advised mutual funds will convert approximately ten years after initial purchase. If, during the Conversion Period, a shareholder exchanges Class B shares with an eight-year Conversion Period for Class B shares with a ten-year Conversion Period, or vice versa, the Conversion Period applicable to the Class B shares acquired in the exchange will apply, and the holding period for the shares exchanged will be tacked onto the holding period for the shares acquired.

      The Conversion Period is modified for shareholders who purchased Class B shares through certain retirement plans which qualified for a waiver of the CDSC normally imposed on purchases of Class B shares (“Class B Retirement Plans”). When the first share of any Merrill Lynch-advised mutual fund purchased by a Class B Retirement Plan has been held for ten years (i.e., ten years from the date the relationship between Merrill Lynch-advised mutual funds and the Plan was established), all Class B shares of all Merrill Lynch-advised mutual funds held in that Class B Retirement Plan will be converted into Class D shares of the appropriate funds. Subsequent to such conversion, that retirement plan will be sold Class D shares of the appropriate funds at net asset value per share.

      In the event that all Class B shares of the Fund held in a single account are converted to Class D shares on a Conversion Date, shares representing reinvestment of declared but unpaid dividends on those Class B shares also will be converted to Class D shares; otherwise, only Class B shares purchased through reinvestment of dividends paid will convert to Class D shares on the Conversion Date.

      The Conversion Period also is modified for retirement plan investors which participate in certain fee-based programs. See “Shareholder Services — Fee-Based Programs.”

PORTFOLIO TRANSACTIONS

      Because the Fund will invest exclusively in shares of the Portfolio, it is expected that all transactions in portfolio securities will be entered into by the Master Trust. Subject to policies established by the Board of Trustees of the Master Trust, the Investment Adviser is responsible for the execution of the Fund’s portfolio transactions. In executing such transactions, the Investment Adviser seeks to obtain the best net results for the Portfolio, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution and operational facilities of the firm involved and the firm’s risk in positioning a block of securities. While the Investment Adviser generally seeks reasonably competitive commission rates, the Portfolio will not necessarily be paying the lowest commission or spread available.

      Subject to obtaining the best price and execution, brokers who provide supplemental investment research to the Investment Adviser may receive orders for transactions by the Portfolio. Such supplemental research services ordinarily consist of assessments and analysis of the business or prospects of a company, industry, or economic sector. If, in the judgment of the Investment Adviser, the Fund will be benefited by such supplemental research services, the Investment Adviser is authorized to pay commissions to brokers furnishing such services that are in excess of commissions that another broker may charge for the same transaction. Information so received will be in addition to and not in lieu of the services required to be performed by the Investment Adviser under its Investment Advisory Agreement. The expenses of the Investment Adviser will not necessarily be reduced as a result of the receipt of such supplemental information. In some cases, the Investment Adviser may use such supplemental research in providing investment advice to its other investment advisory accounts. In addition, consistent with the Conduct Rules of the NASD and policies

42

established by the Board of Trustees of the Master Trust, the Investment Adviser may consider sales of shares of the Fund as a factor in the selection of brokers or dealers to execute portfolio transactions for the Portfolio.

      The Fund has no obligation to deal with any dealer or group of dealers in the execution of transactions in portfolio securities. Subject to the policy established by the Board of Trustees, the Investment Adviser is primarily responsible for the portfolio decisions of the Portfolio and the placing of its portfolio transactions. In placing orders, it is the policy of the Portfolio to obtain the best price and execution for its transactions. Affiliated persons of the Fund, including Merrill Lynch, may serve as its broker in over-the-counter transactions conducted on an agency basis.

      During periods when interest rates fluctuate significantly, the portfolio turnover rate may be substantially higher than 100%. In any particular year, however, market conditions could result in portfolio activity at a greater or lesser rate than anticipated. High portfolio turnover involves correspondingly greater transaction costs in the form of commissions and dealer spreads, which are borne directly by the Portfolio.

      The securities in which the Portfolio invests are primarily traded in the over-the-counter market and, where possible, the Fund deals directly with the dealers who make a market in the securities involved except in those circumstances in which better prices and execution are available elsewhere. Such dealers usually act as principals for their own account. On occasion, securities may be purchased directly from the issuer. Bonds and money market securities are generally traded on a net basis and do not normally involve either brokerage commissions or transfer taxes. The cost of portfolio securities transactions of the Portfolio will consist primarily of dealer or underwriter spreads. Under the Investment Company Act, persons affiliated with the Portfolio and persons who are affiliated with such affiliated persons are prohibited from dealing with the Portfolio as principal in the purchase and sale of securities unless a permissive order allowing such transactions is obtained from the Commission. Since transactions in the over-the-counter market usually involve transactions with dealers acting as principal for their own accounts, affiliated persons of the Fund, including Merrill Lynch and any of its affiliates, will not serve as the Portfolio’s dealer in such transactions. However, affiliated persons of the Portfolio may serve as its broker in listed or over-the-counter transactions conducted on an agency basis provided that, among other things, the fee or commission received by such affiliated broker is reasonable and fair compared to the fee or commission received by non-affiliated brokers in connection with comparable transactions.

      The Portfolio may not purchase securities during the existence of any underwriting syndicate of which Merrill Lynch is a member or in a private placement in which Merrill Lynch serves as placement agent except pursuant to procedures approved by the Board of Trustees of the Master Trust that either comply with rules adopted by the Commission or with interpretations of the Commission Staff. Rule 10f-3 under the Investment Company Act sets forth conditions under which the Fund may purchase corporate bonds from an underwriting syndicate of which Merrill Lynch is a member. The rule sets forth requirements relating to, among other things, the terms of an issue of corporate bonds purchased by the Portfolio, the amount of corporate bonds that may be purchased in any one issue and the assets of the Portfolio that may be invested in a particular issue.

      The Portfolio’s ability and decisions to purchase or sell portfolio securities may be affected by laws or regulations relating to the convertibility and repatriation of assets. Because the shares of the Fund are redeemable on a daily basis in U.S. dollars, the Portfolio will be managed so as to give reasonable assurance that it will be able to obtain U.S. dollars to the extent necessary to meet anticipated redemptions. Under present conditions, it is not believed that these considerations will have any significant effect on its portfolio strategy.

      The Portfolio paid $4,313 in brokerage commissions for the fiscal period ended June 30, 2001, none of which was paid to Merrill Lynch.

      The value of the Portfolio’s aggregate holdings of the securities of its regular brokers or dealers (as defined in Rule 10b-1 of the Investment Company Act) as of June 30, 2001 was as follows:

Regular	Aggregate
Broker-Dealer	Holdings
Bear Stearns Companies, Inc.	$4,464,260
Salomon Inc.	$3,451,438

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      The Board of Trustees of the Master Trust has considered the possibility of seeking to recapture for the benefit of the Portfolio brokerage commissions and other expenses of portfolio transactions by conducting portfolio transactions through affiliated entities. For example, brokerage commissions received by affiliated brokers could be offset against the advisory fee paid by the Portfolio to the Investment Adviser. After considering all factors deemed relevant, the Board of Trustees made a determination not to seek such recapture. The Trustees will reconsider this matter from time to time.

      The Fund intends to comply with the various requirements of the Code so as to qualify as a “regulated investment company” thereunder. See “Dividends and Taxes.”

DETERMINATION OF NET ASSET VALUE

      The net asset value of the shares of the Fund is determined once daily by the Investment Adviser immediately after the declaration of dividends as of the close of regular trading (generally 4:00 p.m. Eastern time) on each day during which the NYSE is open for trading and on any other day on which there is sufficient trading in the Fund’s portfolio securities that net asset value might be materially affected but only if on any such day the Fund is required to sell or redeem shares. The NYSE is not open on New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Any assets or liabilities initially expressed in terms of non-U.S. dollar currencies are translated into U.S. dollars at the prevailing market rates as quoted by one or more banks or dealers on the day of valuation. Net asset value is computed by dividing the value of the securities held by the Fund plus any cash or other assets (including interest and dividends accrued but not yet received) minus all liabilities (including accrued expenses) by the total number of shares outstanding at such time, rounded to the nearest cent. Expenses, including the fees payable to the Administrator and the Distributor, are accrued daily.

      The principal asset of the Fund will normally be its interest in the underlying Portfolio. The value of that interest is based on the net assets of the Portfolio, which are comprised of the value of the securities held by the Portfolio plus any cash or other assets (including interest and dividends accrued but not yet received) minus all liabilities (including accrued expenses of the Portfolio). Expenses of the Portfolio, including the investment advisory fees, are accrued daily. Net asset value is the Fund’s proportionate interest of the net assets of the Portfolio plus any cash or other assets (including interest and dividends accrued but not yet received) minus all liabilities (including accrued expenses) of the Fund divided by the total number of shares of the Fund outstanding at such time, rounded to the nearest cent. Expenses of the Fund, including the fees payable to the Distributor, are accrued daily.

      The per share net asset value of the Class B, Class C and Class D shares generally will be lower than the per share net asset value of the Class A shares reflecting the daily expense accruals of the account maintenance, distribution and higher transfer agency fees applicable with respect to the Class B and Class C shares and the daily expense accruals of the account maintenance fees applicable with respect to Class D shares. Moreover, the per share net asset value of the Class B and Class C shares generally will be lower than the per share net asset value of its Class D shares, reflecting the daily expense accruals of the distribution fees and higher transfer agency fees applicable with respect to the Class B and Class C shares of the Fund. It is expected, however, that the per share net asset value of the four classes will tend to converge (although not necessarily meet) immediately after the payment of dividends or distributions, which will differ by approximately the amount of the expense accrual differential between the classes.

      Portfolio securities of the Portfolio that are traded on stock exchanges are valued at the last sale price on the exchange on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price for long positions, and at the last available ask price for short positions. In cases where securities are traded on more than one exchange, the securities are valued on the exchange designated by or under the authority of the Trustees as the primary market. Long positions in securities traded on the OTC market are valued at the last available bid price or yield equivalent obtained from one or more dealers or pricing services approved by the Board of Trustees of the Master Trust. Short positions in securities traded in the OTC market are valued at the last available ask price. Portfolio securities that are traded both in the OTC market and on a stock exchange are valued according to the broadest and most representative market. When the Portfolio writes an option, the amount of the premium received is recorded on the books of the Portfolio as an asset and an equivalent liability. The amount of the liability is

44

subsequently valued to reflect the current market value of the option written, based upon the last sale price in the case of exchange-traded options or, in the case of options traded in the OTC market, the last asked price. Options purchased by the Portfolio are valued at their last sale price in the case of exchange-traded options or, in the case of options traded in the OTC market, the last bid price. The value of swaps, including caps and floors, will be determined by obtaining dealer quotations. Other investments, including financial futures contracts and related options, are stated at market value. Obligations with remaining maturities of 60 days or less are valued at amortized cost unless the Investment Adviser believes that this method no longer produces fair valuations. Repurchase agreements will be valued at cost plus accrued interest. Securities and assets for which market quotations are not readily available are generally valued at fair value as determined in good faith by or under the direction of the Board of Trustees of the Master Trust. Such valuations and procedures will be reviewed periodically by the Board of Trustees of the Trust.

      Generally, trading in non-U.S. securities, as well as U.S. government securities and money market instruments, is substantially completed each day at various times prior to the close of business on the NYSE. The values of such securities used in computing the net asset value of the Portfolio’s shares are determined as of such times. Foreign currency exchange rates are also generally determined prior to the close of business on the NYSE. Occasionally, events affecting the values of such securities and such exchange rates may occur between the times at which they are determined and the close of business on the NYSE that may not be reflected in the computation of the Fund’s net asset value. If events materially affecting the value of such securities occur during such period, then these securities will be valued at their fair value as determined in good faith by the Board of Trustees of the Master Trust.

      Each investor in the Portfolio may add to or reduce its investment in the Portfolio on each day the NYSE is open for trading. The value of each investor’s (including the Fund’s) interest in the Portfolio will be determined as of the close of regular trading on the NYSE by multiplying the net asset value of the Portfolio by the percentage, effective for that day, that represents that investor’s share of the aggregate interests in the Portfolio. The close of regular trading on the NYSE is generally 4:00 p.m., Eastern time. Any additions or withdrawals to be effected on that day will then be effected. The investor’s percentage of the aggregate beneficial interests in the Portfolio will then be recomputed as the percentage equal to the fraction (i) the numerator of which is the value of such investor’s investment in the Portfolio as of the time of determination on such day plus or minus, as the case may be, the amount of any additions to or withdrawals from the investor’s investment in the Portfolio effected on such day, and (ii) the denominator of which is the aggregate net asset value of the Portfolio as of such time on such day plus or minus, as the case may be, the amount of the net additions to or withdrawals from the aggregate investments in the Portfolio by all investors in the Portfolio. The percentage so determined will then be applied to determine the value of the investor’s interest in the Portfolio after the close of regular trading on the NYSE on the next determination of net asset value of the Portfolio.

SHAREHOLDER SERVICES

      The Fund offers a number of shareholder services described below which are designed to facilitate investment in its shares. Full details as to each of such services and copies of the various plans described below can be obtained from the Fund, the Distributor or Merrill Lynch. Certain of these services are available only to U.S. investors.

Investment Account

      Each shareholder whose account is maintained at the Transfer Agent has an Investment Account and will receive statements, at least quarterly, from the Transfer Agent. These statements will serve as transaction confirmations for automatic investment purchases and the reinvestment of dividends. The statements also will show any other activity in the account since the preceding statement. Shareholders also will receive separate confirmations for each purchase or sale transaction other than automatic investment purchases and the reinvestment of dividends. A shareholder with an account held at the Transfer Agent may make additions to his or her Investment Account at any time by mailing a check directly to the Transfer Agent. A shareholder

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may also maintain an account through Merrill Lynch, a selected securities dealer or other financial intermediary. Upon the transfer of shares out of a Merrill Lynch brokerage account or an account maintained with a selected securities dealer or other financial intermediary, an Investment Account in the transferring shareholder’s name may be opened automatically at the Transfer Agent.

      Share certificates are issued only for full shares and only upon the specific request of a shareholder who has an Investment Account. Issuance of certificates representing all or only part of the full shares in an Investment Account may be requested by a shareholder directly from the Transfer Agent.

      Shareholders may transfer their Fund shares from Merrill Lynch, selected securities dealers or other financial intermediary or other financial intermediaries to another securities dealer that has entered into a selected dealer agreement with Merrill Lynch. Certain shareholder services may not be available for the transferred shares. After the transfer, the shareholder may purchase additional shares of funds owned before the transfer and all future trading of these assets must be coordinated by the new firm. If a shareholder wishes to transfer his or her shares to a securities dealer or other financial intermediary that has not entered into a selected dealer agreement with the Distributor, the shareholder must either (i) redeem his or her shares, paying any applicable CDSC or (ii)continue to maintain an Investment Account at the Transfer Agent for those shares. The shareholder also may request the new securities dealer or other financial intermediary to maintain the shares in an account at the Transfer Agent registered in the name of the securities dealer for the benefit of the shareholder whether the securities dealer has entered into a selected dealer agreement or not.

      Shareholders considering transferring a tax-deferred retirement account, such as an individual retirement account, from Merrill Lynch to another securities dealer or other financial intermediary should be aware that, if the firm to which the retirement account is to be transferred will not take delivery of shares of the Fund, a shareholder must either redeem the shares (paying any applicable CDSC) so that the cash proceeds can be transferred to the account at the new firm, or such shareholder must continue to maintain a retirement account at Merrill Lynch for those shares.

Automatic Investment Plans

      A shareholder may make additions to an Investment Account at any time by purchasing Class A shares (if an eligible Class A investor as described herein) or Class B, Class C or Class D shares at the applicable public offering price either through the shareholder’s securities dealer or by mail directly to the Transfer Agent, acting as agent for such securities dealer. Voluntary accumulation also can be made through a service known as the Automatic Investment Plan whereby the Fund is authorized through pre-authorized checks or automated clearing house debits of $50 or more to charge the regular bank account of the shareholder on a regular basis to provide systematic additions to the Investment Account of such shareholder. An investor whose shares of the Fund are held within a CMA® or CBA® account may arrange to have periodic investments made in the Fund in amounts of $100 or more ($1 or more for retirement accounts) through the CMA®/ CBA® Automatic Investment Program.

Fee-Based Programs

      Certain Merrill Lynch fee-based programs, including pricing alternatives for securities transactions (each referred to in this paragraph as a “Program”), may permit the purchase of Class A shares at net asset value. Under specified circumstances, participants in certain Programs may deposit other classes of shares, which will be exchanged for Class A shares. Initial or deferred sales charges otherwise due in connection with such exchanges may be waived or modified, as may the conversion period applicable to the deposited shares. Termination of participation in a Program may result in the redemption of such shares or the automatic exchange thereof to another class at net asset value, which may be shares of a Money Market Fund. In addition, upon termination of participation in a Program, shares that have been held for less than specified periods within such Program may be subject to a fee based upon the current value of such shares. These Programs also generally prohibit such shares from being transferred to another account at Merrill Lynch, to another broker-dealer or to the Transfer Agent. Except in limited circumstances (which may also involve an exchange as described above), such shares must be redeemed and another class of shares purchased (which

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may involve the imposition of initial or deferred sales charges and distribution and account maintenance fees) in order for the investment not to be subject to Program fees. Additional information regarding a specific Program (including charges and limitations on transferability applicable to shares that may be held in such Program) is available in the Program’s client agreement and from Merrill Lynch Investor Services at (800) MER-FUND (637-3863).

Automatic Dividend Reinvestment Plan

      Unless specific instructions to the contrary are given as to the method of payment of dividends and capital gains distributions, dividends and capital gains distributions will be reinvested automatically in additional shares of the Fund. Such reinvestment will be at the net asset value of shares of the Fund, without sales charge, as of the close of business on the ex-dividend date of the dividend and capital gains distributions. Shareholders may elect in writing to receive their dividends and capital gains distributions, or both, in cash, in which event payment will be mailed or direct deposited on or about the payment date except that any dividend or capital gain distribution of less than $10 payable to an account maintained directly with the Fund’s Transfer Agent will not be paid in cash, but will be reinvested in shares of the Fund.

      Shareholders may, at any time, notify Merrill Lynch in writing if the shareholder’s account is maintained with Merrill Lynch or notify the Transfer Agent in writing or by telephone (1-800-MER-FUND) if their account is maintained with the Transfer Agent that they no longer wish to have their dividends reinvested in shares of the Fund or vice versa and, commencing ten days after the receipt by the Transfer Agent of such notice, those instructions will be effected. The Fund is not responsible for any failure of delivery to the shareholder’s address of record and no interest will accrue on amounts represented by uncashed dividend or redemption checks. Cash payments can also be directly deposited to the shareholder’s bank account. No CDSC will be imposed upon redemption of shares issued as a result of the automatic reinvestment of dividends.

Systematic Withdrawal Plans

      A shareholder may elect to receive systematic withdrawals from his or her Investment Account by check or through automatic payment by direct deposit to his or her bank account on either a monthly or quarterly basis as provided below. Quarterly withdrawals are available for shareholders who have acquired shares of the Fund having a value, based on cost or the current offering price, of $5,000 or more, and monthly withdrawals are available for shareholders with shares having a value of $10,000 or more.

      At the time of each withdrawal payment, sufficient shares are redeemed from those on deposit in the shareholder’s account to provide the withdrawal payment specified by the shareholder. The shareholder may specify the dollar amount and class of shares to be redeemed. Redemptions will be made at net asset value as determined as of the close of regular trading on the NYSE (generally 4:00 p.m., Eastern time) on the 24th day of each month or the 24th day of the last month of each quarter, whichever is applicable. If the NYSE is not open for business on such date, the shares will be redeemed as of the close of regular trading on the NYSE on the following business day. The check for the withdrawal payment will be mailed, or the direct deposit will be made, on the next business day following redemption. When a shareholder is making systematic withdrawals, dividends and distributions on all shares in the Investment Account are reinvested automatically in Fund shares. A shareholder’s Systematic Withdrawal Plan may be terminated at any time, without a charge or penalty, by the shareholder, the Fund, the Transfer Agent or the Distributor.

      With respect to redemptions of Class B and Class C shares pursuant to a systematic withdrawal plan, the maximum number of Class B or Class C shares that can be redeemed from an account annually shall not exceed 10% of the value of shares of such class in that account at the time the election to join the systematic withdrawal plan was made. Any CDSC that otherwise might be due on such redemption of Class B or Class C shares will be waived. Shares redeemed pursuant to a systematic withdrawal plan will be redeemed in the same order as Class B or Class C shares are otherwise redeemed. See “Purchase of Shares — Deferred Sales Charge Alternatives — Class B and Class C Shares.” Where the systematic withdrawal plan is applied to Class B shares, upon conversion of the last Class B shares in an account to Class D shares, a shareholder must

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make a new election to join the systematic withdrawal program with respect to the Class D shares. See “Purchase of Shares — Deferred Sales Charge Alternatives — Conversion of Class B Shares to Class D Shares.” If an investor wishes to change the amount being withdrawn in a systematic withdrawal plan, the investor should contact his or her Merrill Lynch Financial Advisor.

      Withdrawal payments should not be considered dividends. Each withdrawal is a taxable event. If periodic withdrawals continuously exceed reinvested dividends, the shareholder’s original investment may be reduced correspondingly. Purchases of additional shares concurrent with withdrawals are ordinarily disadvantageous to the shareholder because of sales charges and tax liabilities. The Fund will not knowingly accept purchase orders for shares of the Fund from investors who maintain a systematic withdrawal plan unless such purchase is equal to at least one year’s scheduled withdrawals or $1,200, whichever is greater. Periodic investments may not be made into an Investment Account in which the shareholder has elected to make systematic withdrawals.

      Alternatively, a shareholder whose shares are held within a CMA® or CBA® or Retirement Account may elect to have shares redeemed on a monthly, bimonthly, quarterly, semiannual or annual basis through the CMA® or CBA® Systematic Redemption Program. The minimum fixed dollar amount redeemable is $50. The proceeds of systematic redemptions will be posted to the shareholder’s account three business days after the date the shares are redeemed. All redemptions are made at net asset value. A shareholder may elect to have his or her shares redeemed on the first, second, third or fourth Monday of each month, in the case of monthly redemptions, or of every other month, in the case of bimonthly redemptions. For quarterly, semiannual or annual redemptions, the shareholder may select the month in which the shares are to be redeemed and may designate whether the redemption is to be made on the first, second, third or fourth Monday of the month. If the Monday selected is not a business day, the redemption will be processed at net asset value on the next business day. The CMA® or CBA® Systematic Redemption Program is not available if Fund shares are being purchased within the account pursuant to the Automated Investment Program. For more information on the CMA® or CBA® Systematic Redemption Program, eligible shareholders should contact their Merrill Lynch Financial Advisor.

Exchange Privilege

      U.S. shareholders of each class of shares of the Fund have an exchange privilege with certain other Merrill Lynch-advised mutual funds and Summit Cash Reserves Fund (“Summit”), a series of Financial Institutions Series Trust, which is a Merrill Lynch-sponsored money market fund specifically designated for exchange by holders of Class A, Class B, Class C and Class D shares of Merrill Lynch-advised mutual funds. Under the Merrill Lynch Select Pricing^(SM) System, Class A shareholders may exchange Class A shares of the Fund for Class A shares of a second Merrill Lynch-advised mutual fund if the shareholder holds any Class A shares of the second fund in his or her account in which the exchange is made at the time of the exchange or is otherwise eligible to purchase Class A shares of the second fund. If the Class A shareholder wants to exchange Class A shares for shares of a second Merrill Lynch-advised mutual fund, and the shareholder does not hold Class A shares of the second fund in his or her account at the time of the exchange and is not otherwise eligible to acquire Class A shares of the second fund, the shareholder will receive Class D shares of the second fund as a result of the exchange. Class D shares also may be exchanged for Class A shares of a second Merrill Lynch-advised mutual fund at any time as long as, at the time of the exchange, the shareholder holds Class A shares of the second fund in the account in which the exchange is made or is otherwise eligible to purchase Class A shares of the second fund. Class B, Class C and Class D shares will be exchangeable with shares of the same class of other Merrill Lynch-advised mutual funds. For purposes of computing the CDSC that may be payable upon a disposition of the shares acquired in the exchange, the holding period for the previously owned shares of the Fund is “tacked” to the holding period of the newly acquired shares of the other fund as more fully described below. Class A, Class B, Class C and Class D shares also will be exchangeable for shares of certain Merrill Lynch-advised mutual funds specifically designated below as available for exchange by holders of Class A, Class B, Class C or Class D shares. Shares with a net asset value of at least $100 are required to qualify for the exchange privilege, and any shares utilized in an

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exchange must have been held by the shareholder for at least 15 days. It is contemplated that the exchange privilege may be applicable to other new mutual funds whose shares may be distributed by the Distributor.

      Exchanges of Class A or Class D shares outstanding (“outstanding Class A or Class D shares”) for Class A or Class D shares of other Merrill Lynch-advised mutual funds or for Class A shares of Summit (“new Class A or Class D shares”) are transacted on the basis of relative net asset value per Class A or Class D share, respectively, plus an amount equal to the difference, if any, between the sales charge previously paid on the outstanding Class A or Class D shares and the sales charge payable at the time of the exchange on the new Class A or Class D shares. With respect to outstanding Class A or Class D shares as to which previous exchanges have taken place, the “sales charge previously paid” shall include the aggregate of the sales charges paid with respect to such Class A or Class D shares in the initial purchase and any subsequent exchange. Class A or Class D shares issued pursuant to dividend reinvestment are sold on a no-load basis in each of the funds offering Class A or Class D shares. For purposes of the exchange privilege, Class A or Class D shares acquired through dividend reinvestment shall be deemed to have been sold with a sales charge equal to the sales charge previously paid on the Class A or Class D shares on which the dividend was paid. Based on this formula, Class A and Class D shares of the Fund generally may be exchanged into the Class A or Class D shares of the other Merrill Lynch-advised mutual funds or into shares of Summit with a reduced or without a sales charge.

      In addition, each Merrill Lynch-advised mutual fund with Class B or Class C shares outstanding (“outstanding Class B or Class C shares”) offers to exchange its Class B or Class C shares for Class B or Class C shares, respectively, of another Merrill Lynch-advised mutual fund or for Class B shares of Summit (“new Class B or Class C shares”) on the basis of relative net asset value per Class B or Class C share, without the payment of any CDSC that might otherwise be due on redemption of the outstanding shares. Class B shareholders of the Fund exercising the exchange privilege will continue to be subject to the Fund’s CDSC schedule if such schedule is higher than the contingent deferred sales charge schedule relating to the new Class B shares acquired through use of the exchange privilege. In addition, Class B shares of the Fund acquired through use of the exchange privilege will be subject to the Fund’s CDSC schedule if such schedule is higher than the CDSC schedule relating to the Class B shares of the fund from which the exchange has been made. For purposes of computing the sales charge that may be payable on a disposition of the new Class B or Class C shares, the holding period for the outstanding Class B or Class C shares is “tacked” to the holding period of the new Class B or Class C shares. For example, an investor may exchange Class B shares of the Fund for those of Merrill Lynch Special Value Fund, Inc. after having held the Fund’s Class B shares for two and a half years. The 2% sales charge that generally would apply to a redemption would not apply to the exchange. Two years later the investor may decide to redeem the Class B shares of Merrill Lynch Special Value Fund, Inc. and receive cash. There will be no contingent deferred sales charge due on this redemption, since by “tacking” on the two and a half year holding period of the Fund’s Class B shares to the two year holding period for the Merrill Lynch Special Value Fund, Inc. Class B shares, the investor will be deemed to have held the new Class B shares for more than four years.

      Exchanges for Shares of a Money Market Fund. Class A and Class D shares are exchangeable for Class A shares of Summit and Class B and Class C shares are exchangeable for Class B shares of Summit. Class A shares of Summit have an exchange privilege back into Class A or Class D shares of Merrill Lynch-advised mutual funds; Class B shares of Summit have an exchange privilege back into Class B or Class C shares of Select Pricing Funds and, in the event of such an exchange, the period of time that Class B shares of Summit are held will count toward satisfaction of the holding period requirement for purposes of reducing any CDSC and toward satisfaction of any Conversion Period with respect to Class B shares. Class B shares of Summit will be subject to a distribution fee at an annual rate of 0.75% of average daily net assets of such Class B shares. This exchange privilege does not apply with respect to certain Merrill Lynch fee-based programs, for which alternative exchange arrangements may exist. Please see your Merrill Lynch Financial Advisor for further information.

      Exchanges by Participants in the MFA Program. The exchange privilege is modified with respect to certain retirement plans which participate in the MFA Program. Such retirement plans may exchange Class B, Class C or Class D shares that have been held for at least one year for Class A shares of the same

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fund on the basis of relative net asset values in connection with the commencement of participation in the MFA Program, i.e., no CDSC will apply. The one year holding period does not apply to shares acquired through reinvestment of dividends. Upon termination of participation in the MFA Program, Class A shares will be re-exchanged for the class of shares originally held. For purposes of computing any CDSC that may be payable upon redemption of Class B or Class C shares so reacquired, or the Conversion Period for Class B shares so reacquired, the holding period for the Class A shares will be “tacked” to the holding period for the Class B or Class C shares originally held. The Fund’s exchange privilege is also modified with respect to purchases of Class A and Class D shares by non-retirement plan investors under the MFA Program. First, the initial allocation of assets is made under the MFA Program. Then, any subsequent exchange under the MFA Program of Class A or Class D shares of a Select Pricing Fund for Class A or Class D shares of the Fund will be made solely on the basis of the relative net asset values of the shares being exchanged. Therefore, there will not be a charge for any difference between the sales charge previously paid on the shares of the other Select Pricing Fund and the sales charge payable on the shares of the Fund being acquired in the exchange under the MFA Program.

      To exercise the exchange privilege, shareholders should contact their Merrill Lynch Financial Advisor or other financial intermediary, who will advise the Fund of the exchange. Before effecting an exchange, Shareholders should obtain a currently effective prospectus of the fund into which the exchange is to be made. Shareholders of the Fund, and shareholders of the other funds described above with shares for which certificates have not been issued, may exercise the exchange privilege by wire through their securities dealers or other financial intermediaries. The Fund reserves the right to require a properly completed Exchange Application. This exchange privilege may be modified or terminated in accordance with the rules of the Commission. The Fund reserves the right to limit the number of times an investor may exercise the exchange privilege. Certain funds may suspend the continuous offering of their shares at any time and may thereafter resume such offering from time to time. The exchange privilege is available only to U.S. shareholders in states where the exchange legally may be made.

Retirement and Education Savings Plans

      Self-directed IRAs and other retirement and education savings plans are available from Merrill Lynch. Under these plans, investments may be made in the Fund and certain of the other mutual funds sponsored by Merrill Lynch as well as in other securities. Merrill Lynch may charge an initial establishment fee and an annual custodial fee for each account. Information with respect to these plans is available upon request from Merrill Lynch.

      Dividends received in each of the plans referred to above are exempt from Federal taxation until distributed from the plans. Different tax rules apply to Roth IRA plans and education savings plans. Investors considering participation in any retirement or education savings plan should review specific tax laws relating thereto and should consult their attorneys or tax advisers with respect to the establishment and maintenance of any such plan.

      Any retirement plan which does not meet the qualifications to purchase Class A or Class D shares at net asset value may purchase Class B shares with a waiver of the CDSC upon redemption if the following qualifications are met. The CDSC is waived for any Eligible 401(k) Plan redeeming Class B shares. “Eligible 401(k) Plan” is defined as a retirement plan qualified under section 401(k) of the Code with a salary reduction feature offering a menu of investments to plan participants. CDSC is also waived for Class B redemptions from a 401(a) plan qualified under the Code, provided that each such plan has the same or an affiliated sponsoring employer as an Eligible 401(k) Plan purchasing Class B shares (“Eligible 401(a) Plan”). Other tax qualified retirement plans within the meaning of Section 401(a) and 403(b) of the Code which are provided specialized services (e.g., plans whose participants may direct on a daily basis their plan allocations among a menu of investments) by independent administration firms contracted through Merrill Lynch may also purchase Class B shares with a waiver of the CDSC. The CDSC is also waived for any Class B shares which are purchased by an Eligible 401(k) Plan or Eligible 401(a) Plan and are rolled over into a Merrill Lynch or Merrill Lynch Trust Company custodied IRA and held in such account at the time of redemption. The Class B CDSC is also waived for shares purchased by a Merrill Lynch rollover IRA that was funded by a

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rollover from a terminated 401(k) plan managed by MLIM Private Investors and held in such account at the time of redemption. The minimum initial and subsequent purchase requirements are waived in connection with all the above-referenced retirement plans.

DIVIDENDS AND TAXES

      The Fund intends to qualify as, and elect to be treated as, a regulated investment company under Subchapter M of the Code. Qualification as a regulated investment company exempts the Fund (but not its shareholders) from paying Federal income tax on income and capital gains which are distributed to shareholders, and permits net capital gains (i.e., the excess of net long-term capital gains over net short-term capital losses) to be treated as long-term capital gains of the shareholders, regardless of how long the shareholders have held their shares in the Fund. Thus, failure by the Fund to qualify as a regulated investment company would result in all of its income being subject to Federal income tax at corporate rates.

      Qualification as a regulated investment company requires, among other things, that (1) at least 90% of the Fund’s annual gross income, without offset for losses from the sale or other disposition of securities or foreign currencies, be derived from payments with respect to securities loans, interest, dividends and gains from the sale or other disposition of stock, securities, or foreign currencies or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities, or currencies; and (2) the Fund diversify its holdings so that, at the end of each quarter of the taxable year, (i) at least 50% of the market value of the Fund’s assets is represented by cash and cash items, U.S. government securities, securities of other regulated investment companies, and other securities limited in respect of any one issuer to an amount not greater than 5% of the Fund’s assets and 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its assets is invested in the securities of any one issuer (other than U.S. government securities or the securities of other regulated investment companies). In addition, in order not to be subject to Federal taxation, the Fund must distribute to its shareholders at least 90% of its investment company taxable income earned in each year.

      It is the Fund’s intention to distribute substantially all of its net investment income, if any, monthly. All net realized capital gains, if any, are distributed to the Fund’s shareholders at least annually. The per share dividends on Class B and Class C shares will be lower than the per share dividends on Class A and Class D shares as a result of the account maintenance and distribution fees applicable to the Class B and Class C shares. Similarly, the per share dividends on Class D shares will be lower than the per share dividends on Class A shares as a result of the account maintenance fees applicable with respect to the Class D shares. See “Determination of Net Asset Value” on page 44. Shares are issued and outstanding as of the settlement date of a purchase order to the settlement date of a redemption order.

      The Fund is required to pay a non-deductible 4% excise tax to the extent it does not distribute to its shareholders during any calendar year at least 98% of its ordinary income for that calendar year, 98% of the excess of its capital gains over its capital losses for the one-year period ending October 31 in such calendar year, and all undistributed ordinary income and capital gains for the preceding respective one-year period. The Fund intends to meet these distribution requirements to avoid excise tax liability. The Fund also intends to continue distributing to shareholders all of the excess of net long-term capital gain over net short-term capital loss on sales of securities. If the net asset value of shares of the Fund should, by reason of a distribution of realized capital gains, be reduced below a shareholder’s cost, such distribution would to that extent be a return of capital to that shareholder even though taxable to the shareholder, and a sale of shares by a shareholder at net asset value at that time would result in a capital loss for Federal income tax purposes.

      In determining the extent to which the Fund’s dividends may be eligible for the 70% dividends-received deduction by corporate shareholders, interest income, capital gain net income, gain or loss from “Section 1256 contracts,” dividend income from foreign corporations and income from certain other sources will not constitute qualified dividends. Corporate shareholders should consult their tax advisers regarding other requirements applicable to the dividends-received deduction. Individual shareholders are not eligible for the dividends-received deduction.

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      Special rules apply to the treatment of certain futures contracts, forward foreign currency exchange contracts and certain listed options (Section 1256 contracts) held by the Fund. At the end of each year, such investments held by the Fund must be “marked to market” for Federal income tax purposes; that is, treated as having been sold at their fair market value on the last day of the Fund’s taxable year. Except to the extent that any gains or losses recognized on such deemed sales and actual dispositions are treated as “Section 988” gains or losses, as described below, sixty percent of any such gains or losses will be treated as long-term capital gain or loss, and the remainder will be treated as short-term capital gain or loss.

      Under the Code, gains or losses attributable to fluctuations in exchange rates which occur between the time the Fund accrues interest or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such receivables or pays such liabilities are treated as ordinary income or loss. Similarly, gains or losses on forward foreign currency exchange contracts or dispositions of debt securities denominated in a foreign currency attributable to fluctuations in the value of the foreign currency between the date of acquisition of the security and the date of disposition are also treated as ordinary gain or loss. These gains or losses, referred to in the Code as “Section 988” gains or losses, increase or decrease the amount of the Fund’s investment company taxable income available to be distributed to its shareholders as ordinary income, rather than increasing or decreasing the Fund’s net capital gain. If Section 988 losses exceed other investment company taxable income during a taxable year, the Fund would not be able to make any ordinary dividend distributions, and any ordinary dividend distributions made before the losses were realized would be recharacterized as a return of capital to shareholders, rather than as an ordinary dividend, thereby reducing each shareholder’s basis in his or her Fund shares.

      Upon sale or exchange of shares of the Fund, a shareholder will realize short-term or long-term capital gain or loss, depending upon the shareholder’s holding period in the Fund’s shares. However, if a shareholder’s holding period in his shares is six months or less, any capital loss realized from a sale or exchange of such shares must be treated as long-term capital loss to the extent of capital gains dividends received with respect to such shares.

      Any loss realized on a sale, redemption or exchange of shares of the Fund by a shareholder will be disallowed to the extent the shares are replaced within a 61-day period beginning 30 days before the disposition of shares. Shares received in connection with the reinvestment of a dividend paid by the Fund constitute a replacement of shares.

      The foregoing is a general and abbreviated summary of the Federal income tax consequences of an investment in the Fund and is based on the applicable provisions of the Code and Treasury Regulations presently in effect. For the complete provisions, reference should be made to the pertinent sections of the Code and the Treasury Regulations promulgated thereunder. The Code and Regulations are subject to change by legislative or administrative action, and any such change may be prospective or retroactive. Ordinary income and capital gains dividends may also be subject to state and local taxes. Investors are urged to consult their attorneys or tax advisers regarding specific questions as to Federal, foreign, state or local taxes.

      Because the Portfolio will be classified as a partnership for Federal income tax purposes, the Fund will be entitled to look to the underlying assets of the Portfolio in which it has invested for purposes of satisfying various requirements of the Code applicable to regulated investment companies. If any of the facts upon which this classification is premised change in any material respect then the Board of Directors will determine, in its discretion, the appropriate course of action for the Fund. One possible course of action would be to withdraw the Fund’s investment from the Portfolio and to retain an investment adviser to manage the Fund’s assets in accordance with the investment policies applicable to the Fund.

PERFORMANCE DATA

      From time to time the Fund may include its average annual total return and other total return data, as well as yield in advertisements or information furnished to present or prospective shareholders. Total return figures are based on the Fund’s historical performance and are not intended to indicate future performance. Average annual total return is determined separately for Class A, Class B, Class C and Class D shares in

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accordance with a formula specified by the Commission and take into account the maximum applicable sales charge.

      Average annual total return quotations for the specified periods will be computed by finding the average annual compounded rates of return (based on net investment income and any realized or unrealized capital gains or losses on portfolio investments over such periods) that would equate the initial amount invested to the redeemable value of such investment at the end of each period. Average annual total return will be computed assuming all dividends and distributions are reinvested and taking into account all applicable recurring and nonrecurring expenses, including any CDSC that would be applicable to a complete redemption of the investment at the end of the specified period (in the case of Class B and Class C shares) and the maximum sales charge (in the case of Class A and Class D shares.)

      Dividends paid by the Fund with respect to all shares, to the extent any dividends are paid, will be calculated in the same manner at the same time on the same day and will be in the same amount, except that account maintenance and distribution fees and any incremental transfer agency costs relating to each class of shares will be borne exclusively by that class. The Fund will include performance data for all classes of shares of the Fund in any advertisement or information including performance data of the Fund.

      The Fund also may quote total return and aggregate total return performance data, both as a percentage and a dollar amount based on a hypothesized $1,000 investment, for various specified time periods other than those noted below. Such data will be calculated substantially as described above, except that (1) the rates of return calculated will not be average annual rates, but rather, actual annual, annualized or aggregate rates of return, and (2) the maximum applicable sales charges will not be included with respect to actual annual or annualized rates of return calculations. Aside from the impact on the performance data calculations of including or excluding the maximum applicable sales charges, actual annual or annualized total return data generally will be lower than average annual total return data since the average annual rates of return reflect compounding; aggregate total return data generally will be higher than average annual total return data since the aggregate rates of return reflect compounding over longer periods of time. In advertisements directed to investors whose purchases are subject to waiver of the CDSC in the case of Class B and Class C shares (such as investors in certain retirement plans) or reduced sales charges in the case of Class A and Class D shares, performance data may take into account the reduced, and not the maximum, sales charge or may not take into account the contingent deferred sales charge and therefore may reflect greater total return since, due to the reduced sales charges or waiver of the contingent deferred sales charge, a lower amount of expenses may be deducted.

      Yield quotations will be computed based on a 30-day period by dividing (a) the net income based on the yield to maturity of each security held during the period by (b) the average daily number of shares outstanding during the period that were entitled to receive dividends multiplied by the maximum offering price per share on the last day of the period.

      The 30-day yields for the period ended June 30, 2001 were 5.36% (Class A shares), 4.64% (Class B shares), 4.64% (Class C shares) and 5.13% (Class D shares.)

      Total return figures are based on the Fund’s historical performance and are not intended to indicate future performance. The Fund’s total return will vary depending on market conditions, the securities comprising the Fund’s portfolio, the Fund’s operating expenses and the amount of realized and unrealized net capital gains or losses during the period. The value of an investment in the Fund will fluctuate, and an investor’s shares, when redeemed, may be worth more or less than their original cost.

      On occasion, the Fund may compare its performance to the Merrill Lynch 1–3 Year U.S. Treasury Note Index, The Value Line Composite Index, the Dow Jones Industrial Average, or performance data published by Lipper Analytical Services, Inc., Morningstar Publications, Inc., Money Magazine, U.S. News & World Report, Business Week, CDA Investment Technology, Inc., Forbes Magazine, Fortune Magazine or other industry publications. In addition, from time to time the Fund may include the Fund’s risk-adjusted performance ratings assigned by Morningstar Publications, Inc. in advertising or supplemental sales literature. The Fund may provide information designed to help investors understand how the Fund is seeking to achieve its investment objectives. This may include information about past, current or possible economic, market, political, or other conditions, descriptive information on general principles of investing such as asset allocation, diversification and risk tolerance, discussion of the Fund’s portfolio composition, investment philosophy,

53

strategy or investment techniques, comparisons of the Fund’s performance or portfolio composition to that of other funds or types of investments, indices relevant to the comparison being made, or to a hypothetical or model portfolio. The Fund may also quote various measures of volatility and benchmark correlation in advertising and other materials, and may compare these measures to those of other funds or types of investments. As with other performance data, performance comparisons should not be considered indicative of the Fund’s relative performance for any future period.

      In order to reflect the reduced sales charges, in the case of Class A or Class D shares, or the waiver of the contingent deferred sales charge, in the case of Class B or Class C shares, applicable to certain investors, as described under “Purchase of Shares” and “Redemption of Shares,” respectively, the total return data quoted by the Fund in advertisements directed to such investors may take into account the reduced, and not the maximum, sales charge or may not take into account the contingent deferred sales charge and therefore may reflect greater total return since, due to the reduced sales charges or the waiver of sales charges, a lower amount of expenses may be deducted.

ADDITIONAL INFORMATION

Organization of the Fund

      The Company was organized as a Maryland corporation on July 6, 2000.

Description of Shares

      The authorized capital stock of the Fund consists of five hundred million shares of Common Stock, having a par value of $0.01 per share, divided into four classes, each consisting of one hundred million (100,000,000) shares, except that Class B Common Stock consists of two hundred million (200,000,000) authorized shares. Each of the Fund’s shares has equal dividend, distribution, liquidation and voting rights, except that Class B, Class C and Class D Shares bear certain account maintenance expenses and/or expenses related to the distribution of such shares and have exclusive voting rights with respect to matters relating to such expenditures (except that Class B Shares have certain voting rights with respect to the Class D Distribution Plan). Each issued and outstanding share is entitled to one vote and to participate equally in dividends and distributions declared by the Fund and in the net assets of the Fund upon liquidation or dissolution remaining after satisfaction of outstanding liabilities. The shares of the Fund, when issued pursuant to the Prospectus, will be fully paid and nonassessable, have no preference, preemptive or similar rights, and will be freely transferable. Exchange and conversion rights are discussed elsewhere herein and in the Prospectus. Stock certificates will be issued by the Transfer Agent only on specific request. Certificates for fractional shares are not issued in any case. Holders of shares of the Fund are entitled to redeem their shares as set forth under “Redemption of Shares.” The Board of Directors of the Company may classify and reclassify the unissued shares of the Fund into additional classes of Common Stock at a future date.

      Shareholders are entitled to one vote for each share held and fractional votes for fractional shares held and will vote on the election of Directors and any other matter submitted to a shareholder vote. The Fund does not intend to hold meetings of shareholders unless under the Investment Company Act shareholders are required to act on any of the following matters: (i) election of Directors; (ii) approval of an investment advisory agreement; (iii) approval of a distribution agreement; and (iv) ratification of selection of independent accountants. Voting rights for Directors are not cumulative. Shares issued are fully paid and nonassessable and have no preemptive rights. Each share is entitled to participate equally in dividends and distributions declared by the Fund and in the net assets of the Fund upon liquidation or dissolution after satisfaction of outstanding liabilities except that, as noted above, Class B, Class C and Class D shares bear certain additional expenses.

      Whenever the Master Trust holds a vote of its feeder funds, the Fund will pass the vote through to its own shareholders. Smaller feeder funds may be harmed by the actions of larger feeder funds. For example, a larger feeder fund could have more voting power than the Fund over the operations of the Portfolio. The Fund may withdraw from the Portfolio at any time and may invest all of its assets in another pooled investment vehicle or retain an investment adviser to manage the Fund’s assets directly.

54

      The Master Trust is organized as a Delaware business trust. Whenever the Fund is requested to vote on any matter relating to the Master Trust, the Fund will hold a meeting of the Fund’s shareholders and will cast its vote as instructed by the Fund’s shareholders.

      Under a separate agreement Merrill Lynch has granted the Fund the right to use the “Merrill Lynch” name and has reserved the right to withdraw its consent to the use of such name by the Fund at any time, or to grant the use of such name to any other company, and the Fund has granted Merrill Lynch, under certain conditions, the use of any other name it might assume in the future, with respect to any corporation organized by Merrill Lynch.

Computation of Offering Price Per Share

      An illustration of the computation of the offering price for Class A, Class B, Class C and Class D shares of the Fund, based on the value of the Fund’s net assets and number of shares outstanding on June 30, 2001 is calculated as set forth below:

		Class A		Class B		Class C		Class D
Net Assets		$	1,156,118	$	5,015,955	$	4,753,687	$	268,091
Number of Shares Outstanding			113,274		492,788		467,163		26,300
Net Asset Value Per Share (net assets divided by number of shares outstanding)		$	10.21	$	10.18	$	10.18	$	10.19
Sales Charge (for Class A and Class D shares:
	3.00% of offering price (3.09% of net asset value per share))*		.32		**		**		.32
Offering Price		$	10.53	$	10.18	$	10.18	$	10.51

*	Rounded to the nearest one-hundredth percent; assumes maximum sales charge is applicable.
**	Class B and Class C shares are not subject to an initial sales charge but may be subject to a CDSC on redemption. See “Purchase of Shares — Deferred Sales Charges Alternatives — Class B and Class C Shares” herein.

Independent Auditors

      Ernst & Young LLP, 99 Wood Avenue South, Iselin, New Jersey 08540, has been selected as the independent auditors of the Fund. The independent auditors are responsible for auditing the annual financial statements of the Fund.

Accounting Services Provider

      State Street Bank and Trust Company, 500 College Road East, Princeton, New Jersey 08540, provides certain accounting services for the Fund.

Custodian

      Brown Brothers Harriman & Co., 40 Water Street, Boston, Massachusetts, acts as the Custodian of the Portfolio’s assets. Under its contract with the Master Trust, the Custodian is authorized to establish separate accounts in foreign currencies and to cause foreign securities owned by the Portfolio to be held in its offices outside the United States and with certain foreign banks and securities depositories. The Custodian is responsible for safeguarding and controlling the Portfolio’s cash and securities, handling the receipt and delivery of securities and collecting interest and dividends on the Portfolio’s investments.

Transfer Agent

      Financial Data Services, Inc. 4800 Deer Lake Drive East, Jacksonville, Florida 32246-6484, acts as the Fund’s Transfer Agent. The Transfer Agent is a wholly-owned subsidiary of ML & Co. The Transfer Agent is

55

responsible for the issuance, transfer and redemption of shares and the opening and maintenance of shareholder accounts. See “How to Buy, Sell, Transfer and Exchange Shares” in the Prospectus.

Distributor

      FAM Distributors, Inc., 800 Scudders Mill Road, Plainsboro, New Jersey 08536, acts as the Fund’s Distributor. The Distributor is responsible for soliciting subscriptions and purchases of shares of the Fund.

Legal Counsel

      Gardner, Carton & Douglas, 321 North Clark Street, Chicago, Illinois 60610, is counsel for the Company.

Reports to Shareholders

      The fiscal year of the Fund ends on June 30 of each year. The Fund sends to its shareholders semi-annual reports showing the investments of the Fund and other information. An annual report, containing financial statements audited by independent auditors, is sent to shareholders each year. After the end of each year, shareholders will receive Federal income tax information regarding dividends and capital gains distributions.

Shareholder Inquiries

      Shareholder inquiries may be addressed to the Fund at the address or telephone number set forth on the cover page of this Statement of Additional Information.

Additional Information

      The Prospectus and this Statement of Additional Information do not contain all the information set forth in the Registration Statement and the exhibits relating thereto, which the Company has filed with the Securities and Exchange Commission, Washington, D.C., under the Securities Act and the Investment Company Act, to which reference is hereby made.

Principal Holders

      As of October 12, 2001, the following shareholders owned of record or beneficially more than 5% of the outstanding shares of the Fund:

Name	Address	Percentage and Class
EDGAR C. GEIGER IRRA FBO EDGAR C. GEIGER	800 Scudders Mill Road Plainsboro, NJ 08536		5.00% of Class A
EDGAR C. GEIGER JR. AND AUDREY L. GEIGER JTWROS	800 Scudders Mill Road Plainsboro, NJ 08536		7.20% of Class A
BENCHMARK HOLDINGS, LLC MERRILL LYNCH ATTN: LOUIS DIMARIA	800 Scudders Mill Road Plainsboro, NJ 08536		12.60% of Class A
JOHN RYAN AND SUSAN RYAN JTWROS	800 Scudders Mill Road Plainsboro, NJ 08536		18.10% of Class A
MERRILL LYNCH TRUST COMPANY(1)	800 Scudders Mill Road Plainsboro, NJ 08536		5.30% of Class D
GAVIN S. HERBERT TTEE U/A DTD 12/27/1994 BY HERBERT GRNDCHLDRNS TR #2	800 Scudders Mill Road Plainsboro, NJ 08536		13.60% of Class D

56

FINANCIAL STATEMENTS

      The Fund’s audited financial statements are incorporated in this Statement of Additional Information by reference to its 2001 annual report to shareholders. You may request a copy of the annual report at no charge by calling (800) 637-3863 between 8 a.m. and 8 p.m. on any business day.

57

APPENDIX

DESCRIPTION OF RATINGS

Moody’s Investors Service

BOND RATINGS:

“Aaa” — Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt-edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

“Aa” — Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities.

“A” — Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment some time in the future.

“Baa” — Bonds which are rated Baa are considered as medium-grade obligations (that is, they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

“Ba” — Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate, and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

“B” — Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

Moody’s applies numerical modifiers “1,” “2” and “3” in each generic rating classification from Aa through B. The modifier “1” indicates that the obligation ranks in the higher end of its generic rating category; the modifier “2” indicates a mid-range ranking; and the modifier “3” indicates that the company ranks in the lower end of that generic rating category.

SHORT-TERM DEBT RATINGS:

Moody’s short-term debt ratings are opinions of the ability of issuers to honor senior financial obligations and contracts. These obligations have an original maturity not exceeding one year, unless explicitly noted.

“Prime-1” — Issuers rated “Prime-1” (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations. Prime-1 repayment ability will often be evidenced by many of these characteristics:

•  Leading market positions in well-established industries.

•  High rates of return on funds employed.

•  Conservative capitalization structure with moderate reliance on debt and ample asset protection.

•  Broad margins in earnings coverage of fixed financial charges and high internal cash generation.

•  Well-established access to a range of financial markets and assured sources of alternate liquidity.

A-1

“Prime-2” — Issuers rated “Prime-2” (or supporting institutions) have a strong ability for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above, but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.

MUNICIPAL BOND RATINGS:

Moody’s ratings for state and municipal short-term obligations are designated Moody’s Investment Grade or “MIG” with variable rate demand obligations being designated as “VMIG.” A VMIG rating may also be assigned to commercial paper programs which are characterized as having variable short-term maturities, but having neither a variable rate nor demand feature. Factors used in determining ratings include liquidity of the borrower and short-term cyclical elements.

Standard & Poor’s Ratings Group

BOND RATINGS:

“AAA” — An obligation rated AAA has the highest rating assigned by S&P. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.

“AA” — An obligation rated AA differs from the highest-rated obligations only in small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.

“A” — An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.

“BBB” — An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its commitment on the obligation.

Obligations rated BB and B are regarded as having significant speculative characteristics. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

COMMERCIAL PAPER RATINGS:

“A-1” — This designation indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation.

“A-2” — Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated A-1.

MUNICIPAL BOND RATINGS:

S&P uses SP-1, SP-2 and SP-3 to rate short-term municipal obligations. A rating of SP-1 denotes a strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a (+) designation.

Fitch IBCA, Inc. and Duff & Phelps Credit Rating Co.

BOND RATINGS:

“AAA” — Highest credit quality. “AAA” ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

A-2

“AA” — Very high credit quality. “AA” ratings denote a very low expectation of credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

“A” — High credit quality. “A” ratings denote a low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.

“BBB” — Good credit quality. “BBB” ratings indicate that there is currently a low expectation of credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category.

“BB” — Speculative. “BB” ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.

“B” — Highly speculative. “B” ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.

Plus (+) Minus (-) — Plus and minus signs may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the “AAA” long-term rating category or to short-term ratings other than “F1.”

SHORT-TERM DEBT RATINGS:

“F1” — Highest credit quality. Indicates the strongest capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.

“F2” — Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.

“F3” — Fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near-term adverse changes could result in a reduction to non-investment grade.

“B” — Speculative. Minimal capacity for timely payment of financial commitments plus vulnerability to near-term adverse changes in financial and economic conditions.

A-3

Code ML-SA1-3070-1001 EX-99.17.C 8 y57249a1ex99-17_c.htm PROSPECTUS

Exhibit 17(c)

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Investment Managers

Merrill Lynch Short-Term Global Income Fund, Inc.

April 6, 2001

THIS PROSPECTUS CONTAINS INFORMATION YOU SHOULD KNOW BEFORE INVESTING, INCLUDING INFORMATION ABOUT RISKS. PLEASE READ IT BEFORE YOU INVEST AND KEEP IT FOR FUTURE REFERENCE.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prospectus

TABLE OF CONTENTS

	ABOUT THE INVESTMENT ADVISER
EX-99.11
EX-99.14.A
EX-99.14.B
PROSPECTUS
STATEMENT OF ADDITIONAL INFORMATION
PROSPECTUS
ANNUAL REPORT
SEMI-ANNUAL REPORT
ANNUAL REPORT
EX-99.17.G

PAGE

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KEY FACTS
Merrill Lynch Short-Term Global Income Fund at a Glance	3
Risk/Return Bar Chart	5
Fees and Expenses	7

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DETAILS ABOUT THE FUND
How the Fund Invests	10
Investment Risks	11

[GRAPHIC OMITTED]

YOUR ACCOUNT
Merrill Lynch Select PricingsSM System	20
How to Buy, Sell, Transfer and Exchange Shares	26
Participation in Fee-Based Programs	31

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MANAGEMENT OF THE FUND
Merrill Lynch Investment Managers	34
Financial Highlights	35

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FOR MORE INFORMATION
Shareholder Reports	Back Cover
Statement of Additional Information	Back Cover

Table of Contents

MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND AT A GLANCE
WHAT IS THE FUND’S INVESTMENT OBJECTIVE?

The Fund’s investment objective is to seek a high level of current income from a global portfolio of high quality DEBT SECURITIES denominated in various currencies and multinational currency units and having remaining MATURITIES not exceeding three years.

WHAT ARE THE FUND’S MAIN INVESTMENT STRATEGIES?

The Fund seeks to achieve its objective by investing in a non-diversified portfolio of debt securities, such as GOVERNMENT OBLIGATIONS, CORPORATE BONDS AND

In an effort to help you better understand the many concepts involved in making an investment decision, we have defined the highlighted terms in this prospectus in the sidebar.

DEBT SECURITY — a security representing the issuer’s obligation to repay principal and to pay interest at a specified rate.

MATURITY — the time at which the principal amount of a bond is scheduled to be returned to investors.

GOVERNMENT OBLIGATIONS — fixed income securities issued by a government or its agencies or instrumentalities, as distinct from securities issued by corporations.

CORPORATE BONDS OR NOTES — fixed income debt securities issued by a corporation, as distinct from one issued by a government agency or instrumentality.

MORTGAGE BACKED SECURITIES — securities that give their holder the right to receive a portion

NOTES, MORTGAGE-BACKED SECURITIES and securities whose potential investment

of principal and/or interest payments made on a pool of residential or commercial mortgage loans, which in some cases are guaranteed by government agencies.

YIELD — the income generated by an investment in the Fund.

return is based on the change in a particular index or rate. U.S. and foreign companies and governments and supranational entities may issue these securities. Other than government obligations, the securities in which the Fund invests are rated in the top two highest rating categories of recognized rating agencies or determined to be of comparable quality by the Fund’s Board of Directors and Investment Adviser. The Fund will invest in debt securities with remaining maturities of three years or less. The Fund cannot guarantee that it will achieve its objective.

The Fund is designed to seek a higher amount of YIELD than a money market fund and less fluctuation in the Fund’s net asset value than a longer term global bond fund. The Investment Adviser manages the Fund using a multi-market strategy. This means that the Investment Adviser allocates the Fund’s investments among securities denominated in the currencies of a number of foreign countries based on the Investment Adviser’s assessment of yields, market and economic conditions and the expected changes in currencies of various countries relative to each other. Within each country, the Investment Adviser may allocate the Fund’s investments to different types of securities. Generally, the Fund will invest at least 25% of its total assets in debt securities issued by banks.

The Fund may invest in debt securities denominated in any currency. It will not invest more than 25% of its total assets in a single currency other than the U.S. dollar. Under normal market conditions, the Fund will invest in securities denominated in at least three currencies, including the U.S. dollar. Under adverse circumstances, however, the Fund may invest solely in one market or in one currency. The Fund will not invest in countries that the Investment Adviser does not consider to have stable governments or whose currencies are not convertible into U.S. dollars.

Key Facts
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MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

3

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Key Facts
The Fund may seek to hedge its portfolio securities against currency risks, and to a lesser extent, interest rate risks through the use of derivatives, including options, futures, forwards, options on futures, currency transactions, indexed and inverse securities.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

As with any fund, the value of the Fund’s investments — and therefore the value of the Fund’s shares — may fluctuate. These changes may occur because a particular bond market in which the Fund invests is rising or falling, or in response to interest rate changes. Generally, when interest rates go up, the value of debt instruments goes down. Also, Fund management may select debt instruments which underperform the bond market, the relevant indices or other funds with similar investment objectives and investment strategies. If the value of the Fund’s investments goes down, you may lose money.

The Fund will invest in foreign securities. Foreign investing involves special risks — including foreign currency risk and the possibility of substantial volatility due to adverse political, economic or other developments. Foreign securities may also be less liquid and harder to value than U.S. securities.

The Fund’s policy of concentrating its investments in the banking industry will cause the Fund to have greater exposure to certain risks associated with that industry, such as the impact of bank regulation, increases in interest rates and exposure to credit losses.

The Fund is a non-diversified fund, which means that it may invest more of its assets in securities of a single issuer than if it were a diversified fund. If the Fund invests in a smaller number of issuers, the Fund’s risk is increased because developments affecting an individual issuer have a greater impact on the Fund’s performance.

Derivatives may be volatile and subject to liquidity, leverage and credit risks.

WHO SHOULD INVEST?

The Fund may be an appropriate investment for you if you:

• Are investing for current income

• Want a professionally managed portfolio without the administrative burdens of direct investments in global bonds

• Are looking for exposure to a variety of foreign markets

MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

4

• Are willing to accept the risk of loss of income and principal caused by negative economic developments, changes in interest rates or adverse changes in the price of bonds generally

• Are willing to accept the risks of foreign investing in order to seek a high level of current income

RISK/RETURN BAR CHART

The bar chart and table shown below provide an indication of the risks of investing in the Fund. The bar chart shows changes in the Fund’s performance for Class B shares for each of the past ten calendar years. Sales charges are not reflected in the bar chart. If these amounts were reflected, returns would be less than those shown. The table compares the average annual total returns for each class of the Fund’s shares for the periods shown with those of Salomon Brothers World Government One-Three Year Bond Index and the Merrill Lynch Global Government Bond Index. How the Fund performed in the past is not necessarily an indication of how the Fund will perform in the future.

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During the period shown in the bar chart, the highest return for a quarter was 2.88% (quarter ended June 30, 1992) and the lowest return for a quarter was - -7.13% (quarter ended September 30, 1992).

MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

5

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Key Facts

								PAST
AVERAGE ANNUAL TOTAL RETURNS		PAST			PAST			TEN YEARS/
(AS OF DECEMBER 31, 2000)		ONE YEAR			FIVE YEARS			SINCE INCEPTION
Merrill Lynch Short-Term Global	Class A		3.46	%		4.90	%		4.87%+
Income Fund*
Salomon Brothers World Government			7.64	%		6.55	%		7.19%++
One-three Year Bond Index**
Merrill Lynch Global Government Bond			2.33	%		3.15	%		4.26%++
Index***
Merrill Lynch Short-Term Global	Class B		2.68	%		4.53	%		3.44	%
Income Fund*
Salomon Brothers World Government			7.64	%		6.55	%		6.70	%
One-three Year Bond Index**
Merrill Lynch Global Government Bond			2.33	%		3.15	%		5.86	%
Index***
Merrill Lynch Short-Term Global	Class C		5.81	%		4.63			4.00%+
Income Fund*
Salomon Brothers World Government			7.64	%		6.55	%		7.19%++
One-three Year Bond Index**
Merrill Lynch Global Government Bond			2.33	%		3.15	%		4.26%++
Index***
Merrill Lynch Short-Term Global	Class D#		2.97	%		4.27	%		3.58	%
Income Fund*
Salomon Brothers World Government			7.64	%		6.55	%		6.70	%
One-three Year Bond Index**
Merrill Lynch Global Government Bond			2.33	%		3.15	%		5.86	%
Index***

*	Includes all applicable fees and sales charges.
**	This unmanaged Index is comprised of 189 global government bonds maturing in one to three years hedged into U.S. dollars. Past performance is not predictive of future performance.
***	This unmanaged index is comprised of global government bonds maturing in one to three years. Past performance is not predictive of future performance.
+	Inception date is October 21, 1994.
++	Since October 31, 1994.
#	As a result of the implementation of the Merrill Lynch Select PricingSM System, Class A shares outstanding prior to October 21, 1994 were redesignated as Class D shares. Historical performance information pertaining to these shares is included here.

MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

6

FEES AND EXPENSES

The Fund offers four different classes of shares. Although your money will be UNDERSTANDING EXPENSES

Fund investors pay various fees and expenses, either directly or indirectly. Listed below are some of the main types of expenses, which the Fund may charge:

EXPENSES PAID DIRECTLY BY THE SHAREHOLDER:

SHAREHOLDER FEES — these include sales charges which you may pay when you buy or sell shares of the Fund.

EXPENSES PAID INDIRECTLY BY THE SHAREHOLDER:

ANNUAL FUND OPERATING EXPENSES — expenses that cover the costs of operating the Fund.

MANAGEMENT FEE — a fee paid to the Investment Adviser for managing the Fund.

DISTRIBUTION FEES — fees used to support the Fund’s marketing and distribution efforts, such as compensating Financial Advisors and other financial intermediaries, advertising and promotion.

SERVICE (ACCOUNT MAINTENANCE) FEES — fees used to compensate securities dealers and other financial intermediaries, for account maintenance activities.

invested the same way no matter which class of shares you buy, there are differences among the fees and expenses associated with each class. Not everyone is eligible to buy every class. After determining which classes you are eligible to buy, decide which class best suits your needs. Your Merrill Lynch Financial Advisor can help you with this decision.

This table shows the different fees and expenses that you may pay if you buy and hold the different classes of shares of the Fund. Future expenses may be greater or less than those indicated below.

SHAREHOLDER FEES (FEES PAID
DIRECTLY FROM YOUR INVESTMENT)(A):		CLASS A			CLASS B(B)			CLASS C			CLASS D
	Maximum Sales Charge (Load) imposed on purchases (as a percentage of offering price)		4.00	%(c)	None			None				4.00	%(c)
	Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is lower)	None(d)				4.00	%(c)		1.00	%(c)	None(d)
	Maximum Sales Charge (Load) imposed on Dividend Reinvestments	None			None			None			None
	Redemption Fee	None			None			None			None
	Exchange Fee	None			None			None			None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS):
	MANAGEMENT FEE(E)		0.55	%		0.55	%		0.55	%		0.55	%
	DISTRIBUTION AND/OR SERVICE (12B-1) FEES(F)	None				0.75	%		0.80	%		0.25	%
	Other Expenses (including transfer agency fees)(g)		0.68	%		0.69	%		0.68	%		0.68	%
	Total Annual Fund Operating Expenses		1.23	%		1.99	%		2.03	%		1.48	%

(a)  In addition, Merrill Lynch may charge clients a processing fee

(currently $5.35) when a client buys or redeems shares. See “How to
Buy, Sell, Transfer and Exchange Shares.”

(b)  Class B shares automatically convert to Class D shares approximately

ten years after you buy them and will no longer be subject to
distribution fees.

(c)  Some investors may qualify for reductions in the sales charge (load).

(d)  You may pay a deferred sales charge if you purchase $1 million or more and you redeem within one year.

(e)  The Fund pays the Investment Adviser a fee at the annual rate of 0.55% of the average daily net assets of the Fund for the first $2 billion; 0.525% of the average daily net assets from $2 billion to $4 billion; 0.50% of the average daily net assets from $4 billion to $6 billion; 0.475% of the average daily net assets from $6 billion to $10 billion; 0.45% of the average daily net assets from $10 billion to $15 billion; and 0.425% of the average daily net assets above $15 billion. The Investment Adviser agreed to voluntarily waive a portion of management fees and for the fiscal year ended December 31, 2000, the Investment Adviser received a fee equal to 0.50% of the Fund’s average daily net assets. The Investment Adviser may discontinue or reduce this waiver of fees at any time without notice. After taking into account this voluntary fee waiver, the Total Annual Fund Operating Expense ratios were 1.18% for Class A, 1.94% for Class B, 1.98% for Class C and 1.43% for Class D.

(footnotes continued on next page)

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Key Facts
(footnotes continued from previous page)

(f)  The Fund calls the “Service Fee” an “Account Maintenance Fee.”

Account Maintenance Fee is the term used elsewhere in this
Prospectus and in all other Fund materials. If you hold Class B or
Class C shares over time, it may cost you more in distribution
(12b-1) fees than the maximum sales charge that you would have paid
if you had bought one of the other classes.

(g)  The Fund pays the Transfer Agent $11.00 for each Class A and Class D

shareholder account and $14.00 for each Class B and Class C
shareholder account and reimburses the Transfer Agent’s
out-of-pocket expenses. The Fund pays a 0.10% fee for certain
accounts that participate in the Merrill Lynch Mutual Fund Advisor
program. The Fund also pays a $0.20 monthly closed account charge,
which is assessed upon all accounts that close during the year. This
fee begins the month following the month the account is closed and
ends at the end of the calendar year. For the fiscal year ended
December 31, 2000, the Fund paid the Transfer Agent fees totaling
$211,503. The Fund has entered into an agreement with State Street
Bank and Trust Company pursuant to which State Street provides
certain accounting services to the Fund. The Fund will pay the cost
of these services. In addition, the Fund will reimburse the
Investment Adviser for the cost of certain additional accounting
services. For the fiscal year ended December 31, 2000, the
Investment Adviser provided accounting services to the Fund at its
cost. The Fund reimbursed the Investment Adviser $109,510 for these
services.

EXAMPLES:

These examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

These examples assume that you invest $10,000 in the Fund for the time periods indicated, that your investment has a 5% return each year, that you pay the sales charges, if any, that apply to the particular class and that the Fund’s operating expenses remain the same. This assumption is not meant to indicate you will receive a 5% annual rate of return. Your annual return may be more or less than the 5% used in this example. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

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EXPENSES IF YOU DID REDEEM YOUR SHARES:

	1 YEAR		3 YEARS		5 YEARS		10 YEARS
Class A	$	520	$	775	$	1,049	$	1,829
Class B	$	602	$	824	$	1,073	$	2,317
Class C	$	306	$	637	$	1,093	$	2,358
Class D	$	545	$	849	$	1,176	$	2,098

EXPENSES IF YOU DID NOT REDEEM YOUR SHARES:

	1 YEAR		3 YEARS		5 YEARS		10 YEARS
Class A	$	520	$	775	$	1,049	$	1,829
Class B	$	202	$	624	$	1,073	$	2,317
Class C	$	206	$	637	$	1,093	$	2,358
Class D	$	545	$	849	$	1,176	$	2,098

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HOW THE FUND INVESTS

The Fund’s investment objective is a high level of current income. The Fund invests in a non-diversified global portfolio of high quality debt securities denominated in various currencies and multinational currency units having remaining maturities not exceeding three years. The securities in which the Fund may invest include government obligations and debt securities issued by supranational entities, corporations and financial institutions. Under normal circumstances, the Fund will invest at least 25% of its total assets in debt instruments issued by U.S. and foreign companies engaged in the banking industry, including bank holding companies. The Fund may also invest in participations in, or bonds or notes backed by, pools of mortgages or other assets or receivables.

The Fund will normally invest a significant portion of its investments in short term debt securities and cash or cash equivalents (including repurchase agreements) denominated in U.S. dollars or foreign currencies (“money market securities”). Money market securities include short term government obligations; bank instruments, including certificates of deposit, bankers’ acceptances and deposit notes (including Yankeedollar and Eurodollar obligations); and commercial paper. Yankeedollar obligations are debt securities issued by U.S. branches or subsidiaries of foreign depository institutions. Eurodollar obligations are debt securities issued by foreign branches or subsidiaries of U.S. depository institutions. Yankeedollar and Eurodollar

ABOUT THE PORTFOLIO MANAGER

Ian Frost has been the Portfolio Manager of the Fund since 2001. Mr. Frost has been a Director (Global Fixed Income) of Merrill Lynch Investment Managers since 1998 and has been a Portfolio Manager of Merrill Lynch Investment Managers since 1999. Mr. Frost served as a Fixed Income Portfolio Manager with Picket Asset Management from 1997 to 1999 and as an independent futures trader from 1995 to 1997.

ABOUT THE INVESTMENT ADVISER

The Fund is managed by Merrill Lynch Investment Managers.

obligations and obligations of branches or subsidiaries may be general obligations of the parent bank or may be limited to the issuing branch or subsidiary.

The Fund may invest in debt securities denominated in any currency or multinational currency unit, including the euro. It is anticipated that the Fund will invest primarily in securities denominated in the currencies of the United States, Japan, Canada, Western European nations, New Zealand or Australia. Further, the Fund expects that the securities in which it invests will be issued primarily by entities located in these countries and by supranational entities. Normally, the Fund will not invest more than 25% of its total assets in debt securities denominated in a single currency or currency unit other than the U.S. dollar.

To minimize the credit risk of its securities, the Fund will invest only in high quality securities. High quality securities are government obligations, securities issued by supranational entities and securities rated AA or better by Standard & Poor’s and Fitch, Inc. or Aa or better by Moody’s Investors Service, Inc. (or A-1 or better by Standard & Poor’s or Prime-1 by Moody’s in the case of

Details About the Fund
[GRAPHIC OMITTED]

MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

10

commercial paper) or determined by the Fund’s Board and the Investment Adviser to be of similar quality.

The Fund may use derivatives to hedge its portfolio against interest rate and currency risks. Derivatives are financial instruments whose value is derived from another security, a commodity (such as oil or gold) or an index, such as the Standard & Poor’s 500 Index. The derivatives that the Fund may use include options, futures, forwards, options on futures, currency transactions and indexed and inverse securities. Indexed securities are securities whose potential investment return is based on the change in some specified value such as the change in interest rates or in the value of a bond index or in some other particular measurement. For example, the Fund may invest in securities that pay a higher rate of interest and principal when the value of the index increases and lower interest and principal when the index decreases. Alternatively, the Fund may invest in inverse securities that pay a higher rate of interest and principal when the index decreases and a lower rate of interest and principal when it increases. The Fund will purchase indexed securities to generate current income or for currency hedging purposes, and will not speculate through such obligations.

The Fund may invest up to 15% of its net assets in illiquid securities that it cannot easily sell. These securities may include securities for which there is no readily available market and certain asset backed and receivable backed securities. Other possibly illiquid securities in which the Fund may invest are securities that have contractual or legal restrictions on resale, known as restricted securities, including Rule 144A securities that can be resold to qualified institutional buyers but not to the general public.

INVESTMENT RISKS

This section contains a summary discussion of the general risks of investing in the Fund. As with any mutual fund, there can be no guarantee that the Fund will meet its goals or that the Fund’s performance will be positive for any period of time.

MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

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Details About the Fund MARKET AND SELECTION RISK — Market risk is the risk that the bond markets in one or more countries in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities that Fund management selects will underperform the bond markets, the relevant indices or other funds with similar investment objectives and investment strategies.

FOREIGN MARKET RISK — Since the Fund invests in foreign securities, it offers the potential for more diversification than an investment only in the United States. This is because securities traded on foreign markets have often (though not always) performed differently than securities in the United States. However, such investments involve special risks not present in U.S. investments that can increase the chances that the Fund will lose money. In particular, the Fund is subject to the risk that because there are generally fewer investors on foreign exchanges and a smaller number of shares traded each day, it may make it difficult for the Fund to buy and sell securities on those exchanges. In addition, prices of foreign securities may go up and down more than prices of securities traded in the United States.

FOREIGN ECONOMY RISK — The economies of certain foreign markets often do not compare favorably with the economy of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources and balance of payments position. Certain such economies may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country or countries, changes in international trading patterns, trade barriers and other protectionist or retaliatory measures.

Investments in foreign markets may also be adversely affected by governmental actions such as the imposition of capital controls, nationalization of companies or industries, expropriation of assets or the imposition of punitive taxes. In addition, the governments of certain countries may prohibit or impose substantial restrictions on foreign investing in their capital markets or in certain industries. Any of these actions could severely affect security prices, impair the Fund’s ability to purchase or sell foreign securities or transfer the Fund’s assets or income back into the United States, or otherwise adversely affect the Fund’s operations.

Other foreign market risks include foreign exchange controls, difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing favorable legal judgments in foreign courts and political and social

MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

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instability. Legal remedies available to investors in certain foreign countries may be less extensive than those available to investors in the United States or other foreign countries.

CURRENCY RISK — Securities in which the Fund invests may be denominated or quoted in currencies other than the U.S. dollar. Changes in foreign currency exchange rates affect the value of the Fund’s portfolio. Generally, when the U.S. dollar rises in value against a foreign currency, a security denominated in that currency loses value because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is worth more U.S. dollars. This risk, generally known as “currency risk,” means that a strong U.S. dollar will reduce returns for U.S. investors while a weak U.S. dollar will increase those returns.

GOVERNMENTAL SUPERVISION AND REGULATION/ACCOUNTING STANDARDS — Many foreign governments supervise and regulate stock exchanges, brokers and the sale of securities less than the United States does. Some countries may not have laws to protect investors the way that the U.S. securities laws do. For example, some countries may have no laws or rules against insider trading. Insider trading occurs when a person buys or sells a company’s securities based on non-public information about that company. Accounting standards in other countries are not necessarily the same as in the United States. If the accounting standards in another country do not require as much detail as U.S. accounting standards, it may be harder for Fund management to completely and accurately determine a company’s financial condition. Also, brokerage commissions and other costs of buying or selling securities often are higher in foreign countries than they are in the United States. This reduces the amount the Fund can earn on its investments.

CERTAIN RISKS OF HOLDING FUND ASSETS OUTSIDE THE UNITED STATES — The Fund generally holds its foreign securities and cash in foreign banks and securities depositories. Some foreign banks and securities depositories may be recently organized or new to the foreign custody business. In addition, there may be limited or no regulatory oversight over their operations. Also, the laws of certain countries may put limits on the Fund’s ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, goes bankrupt. In addition, it is often more expensive for the Fund to buy, sell and hold securities in certain foreign markets than in the United States. The increased expense of investing in foreign markets reduces the amount the Fund

MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

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Details About the Fund
can earn on its investments and typically results in a higher operating expense ratio for the Fund than for investment companies invested only in the United States.

SETTLEMENT RISK — Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically generated by the settlement of U.S. investments. Communications between the United States and emerging market countries may be unreliable, increasing the risk of delayed settlements or losses of security certificates. Settlements in certain foreign countries at times have not kept pace with the number of securities transactions; these problems may make it difficult for the Fund to carry out transactions. If the Fund cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If the Fund cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Fund could be liable to that party for any losses incurred.

EUROPEAN ECONOMIC AND MONETARY UNION (EMU) — Certain European countries have entered into the EMU in an effort to, among other things, reduce barriers between countries, increase competition among companies, reduce government subsidies in certain industries and reduce or eliminate currency fluctuations among these countries. EMU established a single common European currency (the “euro”) that was introduced on January 1, 1999 and is expected to replace the existing national currencies of all initial EMU participants by July 1, 2002. Certain securities (beginning with government and corporate bonds) have been redenominated in the euro, and are listed, traded and make dividend and other payments only in euros. Although EMU is generally expected to have a beneficial effect, it could negatively affect the Fund in a number of situations, including as follows:

• If the transition to the euro, or EMU as a whole, does not proceed as planned, the Fund’s investments could be adversely affected. For example, sharp currency fluctuations, exchange rate volatility and other disruptions of the markets could occur.

MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

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• Withdrawal from EMU by a participating country could also have a negative effect on the Fund’s investments, for example, if securities redenominated in euros are transferred back into that country’s national currency.

CREDIT RISK — Credit risk is the risk that the issuer of a security owned by the Fund will be unable to pay the interest or principal when due. The degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation.

INTEREST RATE RISK — Interest rate risk is the risk that prices of fixed income securities generally increase when interest rates decline and decrease when interest rates increase. Prices of longer term securities generally change more in response to interest rate changes than prices of shorter term securities.

NON-DIVERSIFICATION RISK — The Fund is a non-diversified fund. If the Fund invests in securities of a smaller number of issuers, the Fund’s risk is increased because developments affecting an individual issuer have a greater impact on the Fund’s performance.

BORROWING AND LEVERAGE — The Fund may borrow for temporary emergency purposes including to meet redemptions. Borrowing may exaggerate changes in the net asset value of Fund shares and in the yield on the Fund’s portfolio. Borrowing will cost the Fund interest expense and other fees. The cost of borrowing may reduce the Fund’s return. Certain derivative securities that the Fund buys may create leverage including, for example, indexed securities, inverse securities, forward commitments and options.

SECURITIES LENDING — The Fund may lend securities with a value not exceeding 33 1/3% of its total assets to financial institutions that provide cash or securities issued or guaranteed by the U.S. government as collateral. Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Fund may lose money and there may be a delay in recovering the loaned securities. The Fund could also lose money if it does not recover the securities and/or the value of the collateral falls. These events could trigger adverse tax consequences to the Fund.

RISKS ASSOCIATED WITH CERTAIN TYPES OF OBLIGATIONS IN WHICH THE FUND MAY INVEST INCLUDE:

SOVEREIGN DEBT — The Fund may invest in sovereign debt securities. These securities are issued or guaranteed by foreign government entities. Investments

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Details About the Fund
in sovereign debt are subject to the risk that a government entity may delay or refuse to pay interest or repay principal on its sovereign debt. Some of these reasons may include cash flow problems, insufficient foreign currency reserves, political considerations, the relative size of the government entity’s debt position to the economy or the failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies. If a government entity defaults, it may ask for more time in which to pay or for further loans. There is no legal process for collecting sovereign debts that a government does not pay nor bankruptcy proceeding by which all or part of a sovereign debt that a government entity has not repaid may be collected.

ILLIQUID SECURITIES — The Fund may invest up to 15% of its net assets in illiquid securities that it cannot easily sell within seven days at current value or that have contractual or legal restrictions on resale. If the Fund buys illiquid securities it may be unable to quickly sell them or may be able to sell them only at a price below current value.

RESTRICTED SECURITIES — Restricted securities have contractual or legal restrictions on their resale. They include private placement securities that the Fund buys directly from the issuer. Private placement and other restricted securities may not be listed on an exchange and may have no active trading market.

Restricted securities may be illiquid. The Fund may be unable to sell them on short notice or may be able to sell them only at a price below current value. The Fund may get only limited information about the issuer, so it may be less able to predict a loss. In addition, if Fund management receives material adverse nonpublic information about the issuer, the Fund will not be able to sell the securities.

RULE 144A SECURITIES — Rule 144A securities are restricted securities that can be resold to qualified institutional buyers but not to the general public. Rule 144A securities may have an active trading market, but carry the risk that the active trading market may not continue.

DERIVATIVES — The Fund may use derivative instruments including options, futures, forwards, options on futures, currency transactions, indexed securities and inverse securities. Derivatives allow the Fund to increase or decrease its risk exposure more quickly and efficiently than other types of instruments.

MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

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Derivatives are volatile and involve significant risks, including:

Credit Risk — the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its financial obligation to the Fund.

Currency Risk — the risk that changes in the exchange rate between currencies will adversely affect the value (in U.S. dollar terms) of an investment.

Leverage Risk — the risk associated with certain types of investments or trading strategies (such as borrowing money to increase the amount of investments) that relatively small market movements may result in large changes in the value of an investment. Certain investments or trading strategies that involve leverage can result in losses that greatly exceed the amount originally invested.

Liquidity Risk — the risk that certain securities may be difficult or impossible to sell at the time that the seller would like or at the price that the seller believes the security is currently worth.

The Fund may use derivatives for hedging purposes, including anticipatory hedges. Hedging is a strategy in which the Fund uses a derivative to offset the risks associated with other Fund holdings. While hedging can reduce losses, it can also reduce or eliminate gains or cause losses if the market moves in a different manner than anticipated by the Fund or if the cost of the derivative outweighs the benefit of the hedge. Hedging also involves the risk that changes in the value of the derivative will not match those of the holdings being hedged as expected by the Fund, in which case any losses on the holdings being hedged may not be reduced. There can be no assurance that the Fund’s hedging strategy will reduce risk or that hedging transactions will be either available or cost effective. The Fund is not required to use hedging and may not choose to do so.

INDEXED AND INVERSE FLOATING RATE SECURITIES — The Fund may invest in securities whose potential returns are directly related to changes in an underlying index or interest rate, known as indexed securities. The return on indexed securities will rise when the underlying index or interest rate rises and fall when the index or interest rate falls. The Fund may also invest in securities whose return is inversely related to changes in an interest rate (inverse floaters). In general, income on inverse floaters will decrease when interest rates increase

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Details About the Fund
and increase when interest rates decrease. Investments in inverse floaters may subject the Fund to the risks of reduced or eliminated interest payments and losses of principal. In addition, certain indexed securities and inverse floaters may increase or decrease in value at a greater rate than the underlying interest rate, which effectively leverages the Fund’s investment. Indexed securities and inverse floaters are derivative securities and can be considered speculative. Indexed and inverse securities involve credit risk and certain indexed and inverse securities may involve currency risk, leverage risk and liquidity risk.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES — Mortgage-backed and asset- backed securities represent the right to receive a portion of principal and/or interest payments made on a pool of residential or commercial mortgage loans. When interest rates fall, borrowers may refinance or otherwise repay principal on their loans earlier than scheduled. When this happens, certain types of mortgage-backed and asset-backed securities will be paid off more quickly than originally anticipated and the Fund will have to invest the proceeds in securities with lower yields. This risk is known as “prepayment risk.” When interest rates rise, certain types of mortgage-backed and asset-backed securities will be paid off more slowly than originally anticipated and the value of these securities will fall. This risk is known as “extension risk.”

Because of prepayment risk and extension risk, mortgage-backed and asset- backed securities react differently to changes in interest rates than other fixed income securities. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage- backed and asset-backed securities.

REPURCHASE AGREEMENTS; PURCHASE AND SALE CONTRACTS — The Fund may enter into certain types of repurchase agreements or purchase and sale contracts. Under a repurchase agreement, the seller agrees to repurchase a security (typically a security issued or guaranteed by the U.S. Government) at a mutually agreed upon time and price. This insulates the Fund from changes in the market value of the security during the period, except for currency fluctuations. A purchase and sale contract is similar to a repurchase agreement, but purchase and sale contracts provide that the purchaser receives any interest on the security paid during the period. If the seller fails to repurchase the security in either situation and the market value declines, the Fund may lose money.

MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

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STATEMENT OF ADDITIONAL INFORMATION

If you would like further information about the Fund, including how it invests, please see the Statement of Additional Information.

MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

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MERRILL LYNCH SELECT PRICING^SM SYSTEM

The Fund offers four share classes, each with its own sales charge and expense structure, allowing you to invest in the way that best suits your needs. Each share class represents an ownership interest in the same investment portfolio. When you choose your class of shares you should consider the size of your investment and how long you plan to hold your shares. Your Merrill Lynch Financial Advisor can help you determine which share class is best suited to your personal financial goals.

For example, if you select Class A or D shares, you generally pay a sales charge at the time of purchase. If you buy Class D shares, you also pay an ongoing account maintenance fee of 0.25%. You may be eligible for a sales charge reduction or waiver.

Certain financial intermediaries may charge additional fees in connection with transactions in Fund shares. The Investment Adviser, the Distributor or their affiliates may make payments out of their own resources to selected securities dealers and other financial intermediaries for providing services intended to result in the sale of Fund shares or for shareholder servicing activities.

If you select Class B or C shares, you will invest the full amount of your purchase price, but you will be subject to a distribution fee of 0.50% with respect to Class B shares and 0.55% with respect to Class C shares and an account maintenance fee of 0.25%. Because these fees are paid out of the Fund’s assets on an ongoing basis, over time these fees increase the cost of your investment and may cost you more than paying other types of sales charges. In addition, you may be subject to a deferred sales charge when you sell Class B or C shares.

The Fund’s shares are distributed by FAM Distributors, Inc., an affiliate of Merrill Lynch.

Your Account
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The table below summarizes key features of the Merrill Lynch Select Pricing^SM System.

	CLASS A	CLASS B	CLASS C	CLASS D
Availability	Limited to certain investors including: • Current Class A shareholders • Certain Retirement Plans	Generally available through Merrill Lynch. Limited availability through selected securities dealers and other financial intermediaries	Generally available through Merrill Lynch. Limited availability through selected securities dealers and other financial intermediaries	Generally available through Merrill Lynch. Limited availability through selected securities dealers and other financial intermediaries.
	• Participants in certain Merrill Lynch sponsored programs
	• Certain affiliates of Merrill Lynch, selected securities dealers and other financial intermediaries.
Initial Sales Charge?	Yes. Payable at time of purchase. Lower sales charges available for larger investments	No. Entire purchase price is invested in shares of the Fund	No. Entire purchase price is invested in shares of the Fund	Yes. Payable at time of purchase. Lower sales charges available for larger investments.
Deferred Sales Charge?	No. (May be charged for purchases over $1 million that are redeemed within one year.)	Yes. Payable if you redeem within four years of purchase	Yes. Payable if you redeem within one year of purchase	No. (May be charged for purchases over $1 million that are redeemed within one year.)
Account Maintenance and Distribution Fees?	No	0.25% Account Maintenance Fee. 0.50% Distribution Fee	0.25% Account Maintenance Fee. 0.55% Distribution Fee.	0.25% Account Maintenance Fee. No Distribution Fee.
Conversion to Class D shares?	No	Yes, automatically after approximately ten years.	No	No.

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Your Account
CLASS A AND CLASS D SHARES — INITIAL SALES CHARGE OPTIONS

If you select Class A or Class D shares, you will pay a sales charge at the time of purchase.

								DEALER
								COMPENSATION
		AS A % OF			AS A % OF			AS A % OF
YOUR INVESTMENT		OFFERING PRICE			YOUR INVESTMENT*			OFFERING PRICE
	Less than $25,000		4.00	%		4.17	%		3.75	%
	$25,000 but less than $50,000		3.75	%		3.90	%		3.50	%
	$50,000 but less than $100,000		3.25	%		3.36	%		3.00	%
	$100,000 but less than $250,000		2.50	%		2.56	%		2.25	%
	$250,000 but less than $1,000,000		1.50	%		1.52	%		1.25	%
	$1,000,000 and over**		0.00	%		0.00	%		0.00	%

*   Rounded to the nearest one-hundredth percent.

**   If you invest $1,000,000 or more in Class A or Class D shares, you may not pay an initial sales charge. In that case, the Investment Adviser compensates the selling dealer or other financial intermediary from its own funds. However, if you redeem your shares within one year after purchase, you may be charged a deferred sales charge. This charge is 1.00% of the lesser of the original cost of the shares being redeemed or your redemption proceeds. A sales charge of 0.75% will be charged on purchases of $1,000,000 or more of Class A or Class D shares by certain employer sponsored retirement or savings plans.

No initial sales charge applies to Class A or Class D shares that you buy through reinvestment of dividends.

RIGHT OF ACCUMULATION — permits you to pay the sales charge that would apply to the cost or value (whichever is higher) of all shares you own in the Merrill Lynch mutual funds that offer Select Pricing^SM options.

LETTER OF INTENT — permits you to pay the sales charge that would be applicable if you add up all shares of Merrill Lynch Select Pricing^SM System funds that you agree to buy within a 13-month period. Certain restrictions apply.

A reduced or waived sales charge on a purchase of Class A or Class D shares may apply for:

• Purchases under a RIGHT OF ACCUMULATION or LETTER OF INTENT

• Merrill Lynch Blueprint^SM Program participants

• TMA^SM Managed Trusts

• Certain Merrill Lynch investment or central asset accounts

• Certain employer-sponsored retirement or savings plans

• Purchases using proceeds from the sale of certain Merrill Lynch closed-end funds under certain circumstances

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• Certain investors, including directors or trustees of Merrill Lynch mutual funds and Merrill Lynch employees

• Certain fee-based programs of Merrill Lynch and other financial intermediaries that have agreements with the Distributor or its affiliates

Only certain investors are eligible to buy Class A shares. Your Merrill Lynch Financial Advisor can help you determine whether you are eligible to buy Class A shares or to participate in any of these programs.

If you decide to buy shares under the initial sales charge alternative and you are eligible to buy both Class A and Class D shares, you should buy Class A since Class D shares are subject to a 0.25% account maintenance fee, while Class A shares are not.

If you redeem Class A or Class D shares and within 30 days buy new shares of the same class, you will not pay a sales charge on the new purchase amount. The amount eligible for this “Reinstatement Privilege” may not exceed the amount of your redemption proceeds. To exercise the privilege, contact your Merrill Lynch Financial Advisor, selected securities dealer, other financial intermediary or the Fund’s Transfer Agent at 1-800-MER-FUND.

As a result of the implementation of the Merrill Lynch Select Pricing^SM System, Class A shares of the Fund outstanding prior to October 21, 1994, were redesignated Class D shares. The Class A shares offered here differ from the Class A shares offered prior to October 21, 1994 in many respects, including eligible investors, sales charges and exchange privilege.

CLASS B AND CLASS C SHARES — DEFERRED SALES CHARGE OPTIONS

If you select Class B or Class C shares, you do not pay an initial sales charge at the time of purchase. However, if you redeem your Class B shares within four years after purchase, or your Class C shares within one year after purchase, you may be required to pay a deferred sales charge. You will also pay distribution fees of 0.50% with respect to Class B shares and 0.55% with respect to Class C shares and account maintenance fees of 0.25% each year under distribution plans that the Fund has adopted under Rule 12b-1. Because these fees are paid out of the Fund’s assets on an ongoing basis, over time these fees increase the cost of your investment and may cost you more than paying other types of sales charges. The Distributor uses the money that it receives from the deferred sales charges and the distribution fees to cover the costs of

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marketing, advertising and compensating the Merrill Lynch Financial Advisor, selected securities dealer or other financial intermediary who assists you in purchasing Fund shares.

CLASS B SHARES

If you redeem Class B shares within four years after purchase, you may be charged a deferred sales charge. The amount of the charge gradually decreases as you hold your shares over time, according to the following schedule:

YEARS SINCE PURCHASE			SALES CHARGE*
		0 - 1		4.00	%
		1 - 2		3.00	%
		2 - 3		2.00	%
		3 - 4		1.00	%
	4 and thereafter			0.00	%

* The percentage charge will apply to the lesser of the original cost of the shares being redeemed or the proceeds of your redemption. Shares acquired through reinvestment of dividends are not subject to a deferred sales charge. Not all Merrill Lynch funds have identical deferred sales charge schedules. If you exchange your shares for shares of another fund, the higher charge will apply.

The deferred sales charge relating to Class B shares may be reduced or waived in certain circumstances, such as:

• Certain post-retirement withdrawals from an IRA or other retirement plan if you are over 59 1/2 years old

• Redemption by certain eligible 401(a) and 401(k) plans, certain related accounts, group plans participating in the Merrill Lynch Blueprint Program and certain retirement plan rollovers

• Redemption in connection with participation in certain fee-based programs of Merrill Lynch or other financial intermediaries that have agreements with the Distributor or its affiliate

• Withdrawals resulting from shareholder death or disability as long as the waiver request is made within one year of death or disability or, if later, reasonably promptly following completion of probate, or in connection with involuntary termination of an account in which Fund shares are held

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• Withdrawal through the Merrill Lynch Systematic Withdrawal Plan of up to 10% per year of your Class B account value at the time the plan is established

Your Class B shares convert automatically into Class D shares approximately ten years after purchase. Any Class B shares received through reinvestment of dividends paid on converting shares will also convert at that time. Class D shares are subject to lower annual expenses than Class B shares. The conversion of Class B to Class D shares is not a taxable event for Federal income tax purposes.

Different conversion schedules apply to Class B shares of different Merrill Lynch mutual funds. For example, Class B shares of a fixed income fund typically convert approximately ten years after purchase compared to approximately eight years for equity funds. If you acquire your Class B shares in an exchange from another fund with a shorter conversion schedule, the Fund’s ten year conversion schedule will apply. If you exchange your Class B shares in the Fund for Class B shares of a fund with a longer conversion schedule, the other fund’s conversion schedule will apply. The length of time that you hold both the original and exchanged Class B shares in both funds will count toward the conversion schedule. The conversion schedule may be modified in certain other cases as well.

             CLASS C SHARES

If you redeem Class C shares within one year after purchase, you may be charged a deferred sales charge of 1.00%. The charge will apply to the lesser of the original cost of the shares being redeemed or the proceeds of your redemption. You will not be charged a deferred sales charge when you redeem shares that you acquire through reinvestment of Fund dividends. The deferred sales charge relating to Class C shares may be reduced or waived in connection with involuntary termination of an account in which Fund shares are held and withdrawals through the Merrill Lynch Systematic Withdrawal Plan.

Class C shares do not offer a conversion privilege.

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HOW TO BUY, SELL, TRANSFER AND EXCHANGE SHARES

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The chart on the following pages summarizes how to buy, sell, transfer and exchange shares through Merrill Lynch, a selected securities dealer, broker, investment adviser, service provider or other financial intermediary. You may also buy shares through the Transfer Agent. To learn more about buying, selling, transferring or exchanging shares through the Transfer Agent, call 1-800-MER-FUND. Because the selection of a mutual fund involves many considerations, your Merrill Lynch Financial Advisor may help you with this decision.

Because of the high costs of maintaining smaller shareholder accounts, the Fund may redeem the shares in your account (without charging any deferred sales charge) if the net asset value of your account falls below $500 due to redemptions you have made. You will be notified that the value of your account is less than $500 before the Fund makes an involuntary redemption. You will then have 60 days to make an additional investment to bring the value of your account to at least $500 before the Fund takes any action. This involuntary redemption does not apply to retirement plans or Uniform Gifts or Transfers to Minors Act accounts.

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IF YOU WANT TO	YOUR CHOICES	INFORMATION IMPORTANT FOR YOU TO KNOW
Buy Shares	First, select the share class appropriate for you	Refer to the Merrill Lynch Select Pricing table on page 21. Be sure to read this prospectus carefully.
	Next, determine the amount of your investment	The minimum initial investment for the Fund is $1,000 for all accounts except:
		• $250 for certain Merrill Lynch fee-based programs
		• $100 for retirement plans
		(The minimums for initial investments may be waived or reduced under certain circumstances.)
	Have your Merrill Lynch Financial Advisor, selected securities dealer or other financial intermediary submit your purchase order	The price of your shares is based on the next calculation of net asset value after your order is placed. Any purchase orders placed prior to the close of business on the New York Stock Exchange (generally 4:00 p.m. Eastern time) will be priced at the net asset value determined that day. Certain financial intermediaries,
		however, may require submission of orders prior to that time. Purchase orders placed after that time will be priced at the net asset value determined on the next business day. The Fund may reject any order to buy shares and may suspend the sale of shares at any time. Selected securities dealers or other financial intermediaries, including Merrill Lynch, may charge a processing fee to confirm a purchase. Merrill Lynch currently charges a fee of $5.35.
	Or contact the Transfer Agent	To purchase shares directly, call the Transfer Agent at 1-800-MER-FUND and request a purchase application. Mail the completed purchase application to the Transfer Agent at the address on the inside back cover of this Prospectus.
Add to Your Investment	Purchase additional shares	The minimum investment for additional purchases is generally $50 except that retirement plans have a minimum additional purchase of $1 and certain programs, such as automatic investment plans, may have higher minimums. (The minimums for additional purchases may be waived under certain circumstances.)
	Acquire additional shares through the automatic dividend reinvestment plan	All dividends are automatically reinvested without a sales charge.
	Participate in the automatic investment plan	You may invest a specific amount on a periodic basis through certain Merrill Lynch investment or central asset accounts.

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IF YOU WANT TO	YOUR CHOICES	INFORMATION IMPORTANT FOR YOU TO KNOW
Transfer Shares to Another Securities Dealer or Other Financial Intermediary	Transfer to a participating securities dealer or other financial intermediary	You may transfer your Fund shares only to another securities dealer that has entered into an agreement with the Distributor. Certain shareholder services may not be available for the transferred shares. You may only purchase additional shares of funds previously owned before the transfer. All future trading of these assets must be coordinated by the receiving firm.
	Transfer to a	You must either:
	non-participating securities dealer or other financial intermediary	• Transfer your shares to an account with the Transfer Agent;    or • Sell your shares paying any applicable deferred sales charge.
Sell Your Shares	Have your Merrill Lynch Financial Advisor, selected securities dealer or other financial intermediary submit your sales order	The price of your shares is based on the next calculation of net asset value after your order is placed. For your redemption request to be priced at the net asset value on the day of your request, you must submit your request to your dealer or other financial intermediary prior to that day’s close of business on the New York Stock Exchange (generally 4:00 p.m. Eastern time). Certain financial intermediaries, however, may require submission of orders prior to that time. Any redemption request placed after that time will be priced at the net asset value at the close of business on the next business day. Securities dealers or other financial intermediaries, including Merrill Lynch, may charge a fee to process a redemption of shares. Merrill Lynch currently charges a fee of $5.35. No processing fee is charged if you redeem shares directly through the Transfer Agent. The Fund may reject an order to sell shares under certain circumstances.

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IF YOU WANT TO	YOUR CHOICES
	Sell through the Transfer Agent
Sell Shares Systematically	Participate in the Fund’s Systematic Withdrawal Plan

IF YOU WANT TO	INFORMATION IMPORTANT FOR YOU TO KNOW
	You may sell shares held at the Transfer Agent by writing to the Transfer Agent at the address on the inside back cover of this Prospectus. All shareholders on the account must sign the letter. A signature guarantee will generally be required but may be waived in certain limited circumstances. You can obtain a signature guarantee from a bank, securities dealer, securities broker, credit union, savings association, national securities exchange or registered securities association. A notary public seal will not be acceptable. If you hold stock certificates, return the certificates with the letter. The Transfer Agent will normally mail redemption proceeds within seven days following receipt of a properly completed request. If you make a redemption request before the Fund has collected payment for the purchase of shares, the Fund or the Transfer Agent may delay mailing your proceeds. This delay will usually not exceed ten days. You may also sell shares held at the Transfer Agent by telephone request if the amount being sold is less than $50,000 and if certain other conditions are met. Contact the Transfer Agent at 1-800-MER-FUND for details.
Sell Shares Systematically	You can choose to receive systematic payments from your Fund account either by check or through direct deposit to your bank account on a monthly or quarterly basis. If you hold your Fund shares in a Merrill Lynch CMA (Registered Trademark) , CBA (Registered Trademark) or Retirement Account you can arrange for systematic redemptions of a fixed dollar amount on a monthly, bi-monthly, quarterly, semi-annual or annual basis, subject to certain conditions. Under either method you must have dividends automatically reinvested. For Class B and C shares your total annual withdrawals cannot be more than 10% per year of the value of your shares at the time your plan is established. The deferred sales charge is waived for systematic redemptions. Ask your Merrill Lynch Financial Advisor or other financial intermediary for details.

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IF YOU WANT TO	YOUR CHOICES	INFORMATION IMPORTANT FOR YOU TO KNOW
Exchange Your Shares	Select the fund into which you want to exchange. Be sure to read that fund’s prospectus	You can exchange your shares of the Fund for shares of many other Merrill Lynch mutual funds. You must have held the shares used in the exchange for at least 15 calendar days before you can exchange to another fund.
		Each class of Fund shares is generally exchangeable for shares of the same class of another fund. If you own Class A shares and wish to exchange into a fund in which you have no Class A shares (and are not eligible to purchase Class A shares), you will exchange into Class D shares.
		Some of the Merrill Lynch mutual funds impose a different initial or deferred sales charge schedule. If you exchange Class A or D shares for shares of a fund with a higher initial sales charge than you originally paid, you will be charged the difference at the time of exchange. If you exchange Class B shares for shares of a fund with a different deferred sales charge schedule, the higher schedule will apply. The time you hold Class B or C shares in both funds will count when determining your holding period for calculating a deferred sales charge at redemption. If you exchange Class A or D shares for money market fund shares, you will receive Class A shares of Summit Cash Reserves Fund. Class B or C shares of the Fund will be exchanged for Class B shares of Summit.
		To exercise the exchange privilege contact your Merrill Lynch Financial Advisor or other financial intermediary or call the Transfer Agent at 1-800-MER-FUND.
		Although there is currently no limit on the number of exchanges that you can make, the exchange privilege may be modified or terminated at any time in the future.

Short term or excessive trading into and out of the Fund may harm performance by disrupting portfolio management strategies and by increasing expenses. Accordingly, the Fund may reject any purchase orders, including exchanges, particularly from market timers or investors who, in Fund management’s opinion, have a pattern of short term or excessive trading or whose trading has been or may be disruptive to the Fund. For these purposes, Fund management may consider an investor’s trading history in the Fund or other Merrill Lynch funds, and accounts under common ownership or control.

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HOW SHARES ARE PRICED

When you buy shares, you pay the NET ASSET VALUE, plus any applicable sales NET ASSET VALUE — the market value of the Fund’s total assets after deducting liabilities, divided by the number of shares outstanding.

charge. This is the offering price. Shares are also redeemed at their net asset value, minus any applicable deferred sales charge. The Fund calculates its net asset value (generally by using market quotations) each day the New York Stock Exchange is open, as of the close of business on the Exchange, based on prices at the time of closing. The Exchange generally closes at 4:00 p.m. Eastern time. The net asset value used in determining your share price is the next one calculated after your purchase or redemption order is placed. Foreign securities owned by the Fund may trade on weekends or other days when the Fund does not price its shares. As a result, the Fund’s net asset value may change on days when you will not be able to purchase or redeem the Fund’s shares.

The Fund may accept orders from certain authorized financial intermediaries or their designees. The Fund will be deemed to receive an order when accepted by the intermediary or designee and the order will receive the net asset value next computed by the Fund after such acceptance. If the payment for a purchase order is not made by a designated later time, the order will be canceled and the financial intermediary could be held liable for any losses.

Generally, Class A shares will have the highest net asset value because that class has the lowest expenses, and Class D shares will have a higher net asset value than Class B or Class C shares. Generally, Class B shares will have a higher net asset value than Class C shares because Class B shares have lower distribution expenses than Class C shares. Also dividends paid on Class A and Class D shares will generally be higher than dividends paid on Class B and Class C shares because Class A and Class D shares have lower expenses.

PARTICIPATION IN FEE-BASED PROGRAMS

If you participate in certain fee-based programs offered by Merrill Lynch or other financial intermediaries, you may be able to buy Class A shares at net asset value, including by exchanges from other share classes. Sales charges on the shares being exchanged may be reduced or waived under certain circumstances.

You generally cannot transfer shares held through a fee-based program into another account. Instead, you will have to redeem your shares held through the program and purchase shares of another class, which may be subject to

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distribution and account maintenance fees. This may be a taxable event and you will pay any applicable sales charges.

If you leave one of these programs, your shares may be redeemed or automatically exchanged into another class of Fund shares or into a money market fund. The class you receive may be the class you originally owned when you entered the program, or in certain cases, a different class. If the exchange is into Class B shares, the period before conversion to Class D shares may be modified. Any redemption or exchange will be at net asset value. However, if you participate in the program for less than a specified period, you may be charged a fee in accordance with the terms of the program.

Details about these features and the relevant charges are included in the client agreement for each fee-based program and are available from your Merrill Lynch Financial Advisor, selected securities dealer or other financial intermediary.

DIVIDENDS AND TAXES

DIVIDENDS — ordinary income and capital gains paid to shareholders. Dividends may be reinvested in additional Fund shares as they are paid.

“BUYING A DIVIDEND”

Unless your investment is in a tax deferred account, you may want to avoid buying shares shortly before the Fund pays a dividend. The reason? If you buy shares when a fund has realized but not yet distributed ordinary income or capital gains, you will pay the full price for the shares and then receive a portion of the price back in the form of a taxable dividend. Before investing you may want to consult your tax adviser.

The Fund will distribute at least annually any net investment income monthly and any net realized capital gains. The Fund may also pay a special distribution at the end of the calendar year to comply with Federal tax requirements. If you would like to receive DIVIDENDS in cash, contact your Merrill Lynch Financial Advisor, selected securities dealer, other financial intermediary or the Transfer Agent. Although this cannot be predicted with any certainty, the Fund anticipates that the majority of its dividends, if any, will consist of ordinary income. Capital gains paid by the Fund, if any, may be taxable to you at different rates, depending, in part, on how long the Fund held the assets sold.

You will pay tax on dividends from the Fund whether you receive them in cash or additional shares. If you redeem Fund shares or exchange them for shares of another fund, you generally will be treated as having sold your shares and any gain on the transaction may be subject to tax. Capital gain dividends are generally taxed at different rates than ordinary income dividends.

If you are neither a lawful permanent resident nor a citizen of the United States or if you are a foreign entity, the Fund’s ordinary income dividends (which

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include distributions of net short term capital gains) will generally be subject to a 30% U.S. withholding tax, unless a lower treaty rate applies.

Dividends and interest received by the Fund may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. You may be able to claim a credit or take a deduction for foreign taxes paid by the Fund if certain requirements are met.

By law, the Fund must withhold 31% of your dividends and redemption proceeds if you have not provided a taxpayer identification number or social security number or the number you have provided is incorrect.

This section summarizes some of the consequences under current Federal tax law of an investment in the Fund. It is not a substitute for personal tax advice. Consult your personal tax adviser about the potential tax consequences of an investment in the Fund under all applicable tax laws.

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MERRILL LYNCH INVESTMENT MANAGERS

Merrill Lynch Investment Managers, the Fund’s Investment Adviser, manages the Fund’s investments and its business operations under the overall supervision of the Fund’s Board of Directors. The Investment Adviser has the responsibility for making all investment decisions for the Fund. The Investment Adviser has a sub-advisory agreement with Merrill Lynch Asset Management U.K. Limited, an affiliate, under which the Investment Adviser may pay a fee for services it receives. The Fund pays the Investment Adviser a fee at the annual rate of 0.55% of the average daily net assets of the Fund for the first $2 billion; 0.525% of the average daily net assets from $2 billion to $4 billion; 0.50% of the average daily net assets from $4 billion to $6 billion; 0.475% of the average daily net assets from $6 billion to $10 billion; 0.45% of the average daily net assets from $10 billion to $15 billion; and 0.425% of the average daily net assets above $15 billion. For the fiscal year ended December 31, 2000, the Investment Adviser agreed to waive a portion of the investment advisory fee due and received a fee equal to 0.50% of the Fund’s average daily net assets. The Investment Adviser may reduce or discontinue this waiver at any time without notice.

Merrill Lynch Investment Managers was organized as an investment adviser in 1976 and offers investment advisory services to more than 50 registered investment companies. MLAM U.K. was organized as an investment adviser in 1986 and acts as sub-adviser to more than 50 registered investment companies. Merrill Lynch Investment Managers and its affiliates had approximately $551 billion in investment company and other portfolio assets under management as of February 2001.

Management of the Fund
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FINANCIAL HIGHLIGHTS

The Financial Highlights table is intended to help you understand the Fund’s financial performance for the past five years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends). The information has been audited by Deloitte & Touche LLP, whose report, along with the Fund’s financial statements, is included in the Fund’s Annual Report, which is available upon request.

		CLASS A
		FOR THE YEAR ENDED DECEMBER 31,
INCREASE (DECREASE) IN NET ASSET
VALUE:		2000			1999			1998			1997			1996+
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year		$	7.83		$	7.80		$	7.76		$	7.89		$	7.91
Investment income — net			.44			.39			.38			.42			.54
Realized and unrealized gain (loss) on investments and foreign currency transactions — net			.15			.03			.04			(.13	)		(.06	)
Total from investment operations			.59			.42			.42			.29			.48
Less dividends and distributions:
	Investment income — net		(.44	)		(.39	)		(.37	)		(.39	)		(.44	)
	Return of capital — net		—			—			(.01	)		(.03	)		(.06	)
Total dividends and distributions			(.44	)		(.39	)		(.38	)		(.42	)		(.50	)
Net asset value, end of year		$	7.98		$	7.83		$	7.80		$	7.76		$	7.89
Total Investment Return:*
Based on net asset value per share			7.77	%		5.51	%		5.49	%		3.77	%		6.29	%
Ratios to Average Net Assets:
Expenses			1.23	%		1.14	%		.84	%		.76	%		.95	%
Expenses, net of reimbursement			1.18	%		1.13	%		—			—			—
Investment income — net			5.52	%		4.78	%		4.75	%		5.39	%		6.45	%
Supplemental Data:
Net assets, end of year (in thousands)		$	202		$	60		$	7		$	18		$	3
Portfolio turnover			79.69	%		67.22	%		174.18	%		287.81	%		349.34	%

		CLASS B
		FOR THE YEAR ENDED DECEMBER 31,
INCREASE (DECREASE) IN NET ASSET
VALUE:		2000			1999			1998			1997			1996+
Net asset value, beginning of year		$	7.69		$	7.72		$	7.69		$	7.81		$	7.90
Investment income — net			.37			.32			.31			.35			.44
Realized and unrealized gain (loss) on investments and foreign currency transactions — net			.13			(.03	)		.03			(.12	)		(.09	)
Total from investment operations			.50			.29			.34			.23			.35
Less dividends and distributions:
	Investment income — net		(.37	)		(.32	)		(.30	)		(.32	)		(.38	)
	Return of capital — net		—			—			(.01	)		(.03	)		(.06	)
Total dividends and distributions			(.37	)		(.32	)		(.31	)		(.35	)		(.44	)

	CLASS B
	FOR THE YEAR ENDED DECEMBER 31,
INCREASE (DECREASE) IN NET ASSET
VALUE:	2000			1999			1998			1997			1996+
Net asset value, end of year	$	7.82		$	7.69		$	7.72		$	7.69		$	7.81
Total Investment Return:*
Based on net asset value per share		6.68	%		3.87	%		4.52	%		3.08	%		4.52	%
Ratios to Average Net Assets:
Expenses		1.99	%		1.93	%		1.65	%		1.62	%		1.74	%
Expenses, net of reimbursement		1.94	%		1.91	%		—			—			—
Investment income — net		4.82	%		4.17	%		3.99	%		4.59	%		5.62	%
Supplemental Data:
Net assets, end of year (in thousands)	$	38,940		$	83,085		$	110,989		$	160,096		$	239,419
Portfolio turnover		79.69	%		67.22	%		174.18	%		287.81	%		349.34	%

*	Total investment returns exclude the effects of sales charges.
+	Based on average shares outstanding.

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Management of the Fund
FINANCIAL HIGHLIGHTS (concluded)

		CLASS C
		FOR THE YEAR ENDED DECEMBER 31,
INCREASE (DECREASE) IN NET ASSET
VALUE:		2000			1999			1998			1997			1996+
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year		$	7.58		$	7.61		$	7.58		$	7.67		$	7.72
Investment income — net			.36			.30			.29			.35			.38
Realized and unrealized gain (loss) on investments and foreign currency transactions — net			.14			(.03	)		.03			(.09	)		(.01	)
Total from investment operations			.50			.27			.32			.26			.37
Less dividends and distributions:
	Investment income — net		(.36	)		(.30	)		(.28	)		(.32	)		(.37	)
	Return of capital — net		—			—			(.01	)		(.03	)		(.05	)
Total dividends and distributions			(.36	)		(.30	)		(.29	)		(.35	)		(.42	)
Net asset value, end of year		$	7.72		$	7.58		$	7.61		$	7.58		$	7.67
Total Investment Return:*
Based on net asset value per share			6.81	%		3.64	%		4.37	%		3.42	%		4.93	%
Ratios to Average Net Assets:
Expenses			2.03	%		2.10	%		1.76	%		1.60	%		1.73	%
Expenses, net of reimbursement			1.98	%		2.08	%		—			—			—
Investment income — net			4.79	%		4.01	%		3.94	%		4.46	%		5.23	%
Supplemental Data:
Net assets, end of year (in thousands)		$	48		$	14		$	17		$	344		$	155
Portfolio turnover			79.69	%		67.22	%		174.18	%		287.81	%		349.34	%

		CLASS D
		FOR THE YEAR ENDED DECEMBER 31,
INCREASE (DECREASE) IN NET ASSET
VALUE:		2000			1999			1998			1997			1996+
Net asset value, beginning of year		$	7.70		$	7.72		$	7.70		$	7.81		$	7.90
Investment income — net			.41			.37			.35			.40			.48
Realized and unrealized gain (loss) on investments and foreign currency transactions — net			.13			(.02	)		.02			(.11	)		(.09	)
Total from investment operations			.54			.35			.37			.29			.39
Less dividends and distributions:
	Investment income — net		(.41	)		(.37	)		(.34	)		(.37	)		(.42	)
	Return of capital — net		—			—			(.01	)		(.03	)		(.06	)
Total dividends and distributions			(.41	)		(.37	)		(.35	)		(.40	)		(.48	)
Net asset value, end of year		$	7.83		$	7.70		$	7.72		$	7.70		$	7.81
Total Investment Return:*
Based on net asset value per share			7.26	%		4.57	%		4.96	%		3.77	%		5.09	%
Ratios to Average Net Assets:
Expenses			1.48	%		1.38	%		1.10	%		1.08	%		1.20	%
Expenses, net of reimbursement			1.43	%		1.36	%		—			—			—
Investment income — net			5.32	%		4.73	%		4.54	%		5.13	%		6.13	%
Supplemental Data:
Net assets, end of year (in thousands)		$	33,957		$	7,871		$	9,965		$	13,225		$	17,948
Portfolio turnover			79.69	%		67.22	%		174.18	%		287.81	%		349.34	%

*	Total investment returns exclude the effects of sales charges.
+	Based on average shares outstanding.

MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

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MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

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MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

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MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

SHAREHOLDER REPORTS

[GRAPHIC OMITTED]

Investment Managers

Additional information about the Fund’s investments is available in the Fund’s annual and semi-annual reports to shareholders. In the Fund’s annual report you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year. You may obtain these reports at no cost by calling 1-800-MER-FUND.

Merrill Lynch Short-Term Global Income Fund, Inc.

The Fund will send you one copy of each shareholder report and certain other mailings, regardless of the number of Fund accounts you have. To receive separate shareholder reports for each account, call

your Merrill Lynch Financial Advisor or write to the Transfer Agent at its mailing address. Include your name, address, tax identification number and Merrill Lynch brokerage or mutual fund account number. If you have any questions, please call your Merrill Lynch Financial Advisor, other financial intermediary or the Transfer Agent at 1-800-MER-FUND.

STATEMENT OF ADDITIONAL INFORMATION

The Fund’s Statement of Additional Information contains further information about the Fund and is incorporated by reference (legally considered to be part of this Prospectus). You may request a free copy by writing the Fund at Financial Data Services, Inc., P.O. Box 45289, Jacksonville, Florida 32232-5289 or by calling 1-800-MER-FUND.

Contact your Merrill Lynch Financial Advisor or the Fund at the telephone number or address indicated on the inside back cover of this Prospectus, if you have any questions.

Information about the Fund (including the Statement of Additional Information) can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Call 1-202-942-8090 for information on the operation of the Public Reference Room. This information is also available on the SEC’s Internet site at http://www.sec.gov and copies may be obtained upon payment of a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-0102.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN

For More Information

[GRAPHIC OMITTED]

THIS PROSPECTUS. NO ONE IS AUTHORIZED TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM INFORMATION CONTAINED IN THIS PROSPECTUS.

Investment Company Act file #811-06089

April 6, 2001

Code #11099-04-01
(Copyright) Merrill Lynch Investment Managers, L.P.

Prospectus

EX-99.17.D 9 y57249a1ex99-17_d.htm ANNUAL REPORT

Exhibit 17(d)

MERRILL LYNCH LOW DURATION FUND

Officers and Directors

Robert L. Burch III, Director
John A. G. Gavin, Director
Joe Grills, Director
Nigel Hurst-Brown, Director
Madeleine A. Kleiner, Director
Richard R. West, Director
Nancy D. Celick, President
Donald C. Burke, Vice President and Treasurer
Phillip S. Gillespie, Secretary
Anna Marie S. Lopez, Assistant Treasurer and Assistant Secretary

Custodian

Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109-3661

Transfer Agent

Financial Data Services, Inc.
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
(800) 637-3863

Important Tax Information (unaudited)

Of the net investment income distributions paid monthly by Merrill Lynch Low Duration Fund during the fiscal year ended June 30, 2001, 9.59% is attributable to income from Federal obligations. In calculating the foregoing percentage, Fund expenses have been allocated on a pro rata basis.

The law varies in each state as to whether and what percentage of dividend income attributable to Federal obligations is exempt from state income tax. We recommend that you consult your tax adviser to determine if any portion of the dividends you received is exempt from state income tax.

Please retain this information for your records.

Merrill Lynch Low Duration Fund, June 30, 2001

DEAR SHAREHOLDER

Fiscal Year in Review

We are pleased to present to you this annual report of Merrill Lynch Low Duration Fund for the fiscal year ended June 30, 2001. The past 12 months have brought significant uncertainty and change in the financial markets. Investors experienced a lesson on the whole concept of the value of a company. The economy moved from a period of the strongest year-over-year growth ever seen in the United States to bumping along at a near-zero growth rate, while debates over whether or not we were in a recession became the primary discussion. Federal Reserve Board Chairman Alan Greenspan changed his reputation as a gradualist by aggressively cutting the Federal Funds rate 275 basis points (2.75%) through six interest rate reductions in six months.

In June 2000, the US economy was coming off a quarter of 5.6% growth but began showing signs of slowing slightly. High energy prices and a decline in the equity markets (particularly the NASDAQ) were beginning to weigh on the pace of economic growth. It was clear to us that the manufacturing sector was bearing the brunt of the incipient slowing. The yield curve began to steepen as investors were looking ahead to probable moves by the Federal Reserve Board. These expectations proved correct as more signs of a real slowdown in the economy emerged and Federal Reserve Board Chairman Greenspan began cutting interest rates aggressively. The Federal Reserve Board’s urgency may, in part, have stemmed from the fact that growth outside the United States also was slowing, adding to the pressure on the US economy. Interestingly, employment was slow to show any effects of a weakening economy, perhaps a sign of just how tight the labor market had become.

Interest rates in the intermediate and long segments of the yield curve moved lower by more than 130 basis points in the latter half of 2000, while short-term interest rates were largely unchanged. As 2001 got underway, the Federal Reserve Board started easing monetary policy and short-term interest rates moved down quickly while long-term interest rates actually moved higher. From the time the Federal Reserve Board first cut the Federal Funds rate from 6% to 5.5% at the end of January, the 10-year Treasury note’s yield moved up 30 basis points. This created a challenging investing environment in which corporate spreads tightened and interest rates moved higher, while the economy was slowing and the default rate was rising. This is certainly contrary to historical precedent.

There were two major, national stories that kept the focus of the markets for large parts of the past year: the presidential election and the budget surplus. The election, while it garnered much of the market’s, as well as the nation’s, attention for most of the fourth quarter of 2000, did not appear to have a significant impact on the financial markets. The budget surplus, on the other hand, has continued to be a dominant theme in the valuation of the bond market for a year and a half. The notion of a budget surplus inspired Treasury buybacks and prompted a huge rally in US Treasury securities during early and mid-2000. Since then, the buybacks have kept pressure on interest rates, keeping them lower than otherwise might have been the case, especially in the long end of the curve. This is particularly noticeable when looking at swap spreads, a good proxy for general credit spreads, which have stayed near all-time highs for more than a year. In other words, we have seen a larger-than-normal difference between the general level of interest rates (for example, corporate borrowing rates, mortgage rates and consumer loan rates) and the rate at which the Government borrows.

While it is true that general spreads remain at historically wide levels, spread products have actually performed quite well during the first half of 2001. This recovery followed the breathtakingly poor performance of these sectors in the previous year.

 2

Merrill Lynch Low Duration Fund, June 30, 2001

During the year 2000, the credit portion of the unmanaged Lehman Brothers Aggregate Bond Index posted-417 basis points of excess return. Mortgage-backed securities posted a comparatively good-69 basis points during the same time period. This set up the recovery in spread product, which occurred during the first half of 2001 despite an economy that is struggling with a possible recession. The credit component of the Index contributed 282 basis points of excess return between January 1, 2001 and June 30, 2001. Mortgage-backed securities added 28 basis points of excess return for the same period. Asset-backed securities were somewhat less volatile, contributing 40 basis points and 86 basis points during the year 2000 and first half of 2001, respectively.

The Fund’s Class A, Class B, Class C and Class D Shares provided investors with total returns of +5.95%, +5.16%, +5.10% and +5.58%, respectively, since inception (October 6, 2000) through June 30, 2001. (Fund results shown do not reflect sales charges and would be lower if sales charges were included. Complete performance information can be found on pages 4-6 of this report to shareholders.) Performance was helped by the excellent performance of the bond market. Unfortunately, this was below the +6.19% return of the Merrill Lynch 1-3 Year U.S. Treasury Note Index for the same period. The Fund’s heavy weighting in corporate securities in the second half of 2000 negatively affected the relative returns of the Fund. This was compounded by our holding debt issued by Comdisco Inc., a company that suffered financial difficulties, which negatively affected performance during the second quarter of 2001. Our substantial holdings of asset-backed securities, on the other hand, were a positive factor. The structure of the portfolio along the yield curve was a slight negative as our concentration in intermediate-term securities meant that the Fund held fewer notes in the short portion of the yield curve, which was the best-performing sector during the first part of 2001.

In Conclusion

We appreciate your continued support of Merrill Lynch Low Duration Fund, and we look forward to serving your investment needs in the months and years ahead.

Sincerely,

Nancy D. Celick
President

Patrick Maldari
Portfolio Manager

Frank Viola
Portfolio Manager

August 16, 2001

We are pleased to announce that Patrick Maldari and Frank Viola are responsible for the day-to-day management of Merrill Lynch Low Duration Fund. Mr. Maldari is Managing Director of Mercury Advisors and a CFA charterholder. He has been employed by Fund Asset Management, L.P. (“FAM”) since 1984. Mr. Viola is Director of FAM and Portfolio Manager for the U.S. Fixed Income Group. Mr. Viola joined FAM in 1991.

 3

Merrill Lynch Low Duration Fund, June 30, 2001

PERFORMANCE DATA

About Fund Performance

Investors are able to purchase shares of the Fund through the Merrill Lynch Select Pricing(SM) System, which offers four pricing alternatives:

• Class A Shares incur a maximum initial sales charge (front-end load) of 3% and bear no ongoing distribution or account maintenance fees. Class A Shares are available only to eligible investors.

• Class B Shares are subject to a maximum contingent deferred sales charge of 4% if redeemed during the first year, decreasing 1% each year thereafter to 0% after the fourth year. In addition, Class B Shares are subject to a distribution fee of 0.65% and an account maintenance fee of 0.25%. These shares automatically convert to Class D Shares after approximately 10 years. (There is no initial sales charge for automatic share conversions.)

• Class C Shares are subject to a distribution fee of 0.65% and an account maintenance fee of 0.25%. In addition, Class C Shares are subject to a 1% contingent deferred sales charge if redeemed within one year of purchase.

• Class D Shares incur a maximum initial sales charge of 3% and an account maintenance fee of 0.25% (but no distribution fee).

None of the past results shown should be considered a representation of future performance. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Figures shown in the “Recent Performance Results” and “Aggregate Total Return” tables assume reinvestment of all dividends and capital gains distributions at net asset value on the ex-dividend date. The Portfolio’s investment adviser pays annual operating expenses of the Fund’s Class A, Class B, Class C, and Class D Shares in excess of .58%, 1.48%, 1.48% and .83%, respectively, of the average net assets of each Class. If the investment adviser did not pay such expenses, net returns would be lower. Investment return and principal value of  shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Dividends paid to each class of shares will vary because of the different levels of account maintenance, distribution and transfer agency fees applicable to each class, which are deducted from the income available to be paid to shareholders.

Total Return Based On a $10,000 Investment

*	Assuming maximum sales charge, transaction costs and other operating expenses, including advisory fees.
**	Commencement of operations.
†	The Fund invests all of its assets in Low Duration Master Portfolio of Fund Asset Management Master Trust. The Portfolio invests in bonds of varying maturities with a portfolio duration of one to three years.
††	This unmanaged Index is an index of Treasury securities with maturities of one to three years, which securities are guaranteed as to the timely payment of prinicpal and interest by the U.S. government. The starting date for the Index in each of the graphs is from 10/31/00.
	Past performance is not indicative of future results.

 4

Merrill Lynch Low Duration Fund, June 30, 2001

PERFORMANCE DATA

Aggregate Total Return

	% Return Without			% Return With
	Sales Charge			Sales Charge**
Class A Shares*
Inception (10/06/00) through 6/30/01		+5.95	%		+2.77	%

*	Maximum sales charge is 3%.
**	Assuming maximum sales charge.

	% Return			% Return
	Without CDSC			With CDSC**
Class B Shares*
Inception (10/06/00) through 6/30/01		+5.16	%		+1.15	%

*	Maximum contingent deferred sales charge is 4% and is reduced to 0% after 4 years.
**	Assuming payment of applicable contingent deferred sales charge.

	% Return			% Return
	Without CDSC			With CDSC**
Class C Shares*
Inception (10/06/00) through 6/30/01		+5.10	%		+4.09	%

*	Maximum contingent deferred sales charge is 1% and is reduced to 0% after 1 year.
**	Assuming payment of applicable contingent deferred sales charge.

	% Return Without			% Return With
	Sales Charge			Sales Charge**
Class D Shares*
Inception (10/06/00) through 6/30/01		+5.58	%		+2.41	%

*	Maximum sales charge is 3%.
**	Assuming maximum sales charge.

 5

Merrill Lynch Low Duration Fund, June 30, 2001

PERFORMANCE DATA (concluded)

Recent Performance Results*

	6 Month			Since Inception			Standardized
As of June 30, 2001	Total Return			Total Return			30-Day Yield
ML Low Duration Fund Class A Shares*		+4.13	%		+5.95	%		5.36	%
ML Low Duration Fund Class B Shares*		+3.61			+5.16			4.64
ML Low Duration Fund Class C Shares*		+3.65			+5.10			4.64
ML Low Duration Fund Class D Shares*		+3.82			+5.58			5.13
Merrill Lynch 1-3 Year U.S. Treasury Note Index**		+3.97			+6.19			—

*	Investment results shown do not reflect sales charges; results shown would be lower if a sales charge was included. Total investment returns are based on changes in net asset values for the periods shown, and assume reinvestment of all dividends and capital gains distributions at net asset value on the ex-dividend date. The Fund’s inception date is 10/06/00.
**	This unmanaged Index is comprised of Treasury securities with maturities of one to three years. Since inception total return is from 10/31/00.

 6

Merrill Lynch Low Duration Fund, June 30, 2001

STATEMENT OF ASSETS AND LIABILITIES

MERRILL LYNCH LOW DURATION FUND

As of June 30, 2001
Assets:
	Investment in Low Duration Master Portfolio, at value (identified cost—$11,226,795)				$	11,227,502
	Administrator receivable					32,694
	Total assets					11,260,196
Liabilities:
	Payables:
		Dividends to shareholders	$	25,742
		Distributor		6,100		31,842
	Accrued expenses					34,503
	Total liabilities					66,345
Net Assets:
	Net assets				$	11,193,851
Net Assets Consist of:
	Class A Shares of Common Stock, $.01 par value, 100,000,000 shares authorized				$	1,133
	Class B Shares of Common Stock, $.01 par value, 200,000,000 shares authorized					4,928
	Class C Shares of Common Stock, $.01 par value, 100,000,000 shares authorized					4,672
	Class D Shares of Common Stock, $.01 par value, 100,000,000 shares authorized					263
	Paid-in capital in excess of par					11,182,063
	Undistributed investment income—net					3,723
	Accumulated realized capital losses on investments from the Portfolio—net					(3,638	)
	Unrealized appreciation on investments from the Portfolio—net					707
	Net assets				$	11,193,851
Net Asset Value:
	Class A—Based on net assets of $1,156,118 and 113,274 shares outstanding				$	10.21
	Class B—Based on net assets of $5,015,955 and 492,788 shares outstanding				$	10.18
	Class C—Based on net assets of $4,753,687 and 467,163 shares outstanding				$	10.18
	Class D—Based on net assets of $268,091 and 26,300 shares outstanding				$	10.19

See Notes to Financial Statements.

 7

Merrill Lynch Low Duration Fund, June 30, 2001

STATEMENT OF OPERATIONS

MERRILL LYNCH LOW DURATION FUND

For the Period October 6, 2000† to June 30, 2001
Investment Income From the Portfolio—Net:
	Investment income allocated from the Portfolio				$	134,712
	Expenses allocated from the Portfolio					(6,880	)
	Net investment income from the Portfolio					127,832
Expenses:
	Registration fees	$	84,951
	Offering costs		55,820
	Printing and shareholder reports		14,972
	Account maintenance and distribution fees—Class C		8,488
	Account maintenance and distribution fees—Class B		6,563
	Administration fees		5,119
	Professional fees		1,868
	Accounting services		778
	Transfer agent fees—Class C		474
	Transfer agent fees—Class B		366
	Transfer agent fees—Class A		172
	Account maintenance fees—Class D		81
	Transfer agent fees—Class D		16
	Other		2,867
	Total expenses before reimbursement		182,535
	Reimbursement of expenses		(162,403	)
	Total expenses after reimbursement					20,132
	Investment income—net					107,700
Realized & Unrealized Gain (Loss) from the Portfolio—Net:
	Realized loss on investments from the Portfolio—net					(3,969	)
	Unrealized appreciation on investments from the Portfolio—net					707
	Net Increase in Net Assets Resulting from Operations				$	104,438

† Commencement of operations.

See Notes to Financial Statements.

 8

Merrill Lynch Low Duration Fund, June 30, 2001

STATEMENT OF CHANGES IN NET ASSETS

MERRILL LYNCH LOW DURATION FUND

			For the Period
			Oct. 6, 2000†
			to June 30,
Increase (Decrease) in Net Assets:			2001
Operations:
	Investment income—net		$	107,700
	Realized loss on investments from the Portfolio—net			(3,969	)
	Unrealized appreciation on investments from the Portfolio—net			707
	Net increase in net assets resulting from operations			104,438
Dividends to Shareholders:
	Investment income—net:
		Class A		(18,264	)
		Class B		(38,105	)
		Class C		(47,547	)
		Class D		(1,817	)
	Net decrease in net assets resulting from dividends to shareholders			(105,733	)
Capital Share Transactions:
	Net increase in net assets derived from capital share transactions			11,145,146
Net Assets:
	Total increase in net assets			11,143,851
	Beginning of period			50,000
	End of period*		$	11,193,851
	* Undistributed investment income—net		$	3,723

† Commencement of operations.

See Notes to Financial Statements.

 9

Merrill Lynch Low Duration Fund, June 30, 2001

FINANCIAL HIGHLIGHTS

MERRILL LYNCH LOW DURATION FUND

The following per share data and ratios have been derived
from information provided in the financial statements.		For the Period October 6, 2000† to June 30, 2001
Increase (Decrease) in Net Asset Value:		Class A			Class B			Class C			Class D
Per Share Operating Performance:
	Net asset value, beginning of period	$	10.00		$	10.00		$	10.00		$	10.00
	Investment income—net		.40			.33			.32			.36
	Realized and unrealized gain on investments from the Portfolio—net		.19			.18			.18			.19
	Total from investment operations		.59			.51			.50			.55
	Less dividends from investment income—net		(.38	)		(.33	)		(.32	)		(.36	)
	Net asset value, end of period	$	10.21		$	10.18		$	10.18		$	10.19
Total Investment Return:**
	Based on net asset value per share		5.95	%‡		5.16	%‡		5.10	%‡		5.58	%‡
Ratios to Average Net Assets:
	Expenses, net of reimbursement††		.58	%*		1.48	%*		1.48	%*		.83	%*
	Expenses††		8.51	%*		9.41	%*		9.41	%*		8.76	%*
	Investment income—net		6.00	%*		5.10	%*		5.10	%*		5.75	%*
Supplemental Data:
	Net assets, end of period (in thousands)	$	1,156		$	5,016		$	4,754		$	268

*	Annualized.
**	Total investment returns exclude the effects of sales charges. The Portfolio’s investment adviser reimbursed a portion of the Fund’s expenses. Without such reimbursement, the Fund’s performance would have been lower.
†	Commencement of operations.
††	Includes the Fund’s share of the Portfolio’s allocated expenses.
‡	Aggregate total investment return.

See Notes to Financial Statements.

10

Merrill Lynch Low Duration Fund, June 30, 2001

NOTES TO FINANCIAL STATEMENTS

MERRILL LYNCH LOW DURATION FUND

1.     Significant Accounting Policies:

Merrill Lynch Low Duration Fund (the “Fund”) is a fund of Merrill Lynch Investment Managers Funds, Inc. (the “Company”). The Company is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company, which is organized as a Maryland Corporation. The Fund seeks to achieve its investment objective by investing all of its assets in Low Duration Master Portfolio (the “Portfolio”) of the Fund Asset Management Master Trust, which has the same investment objective as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio. The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the Schedule of Investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements. The Fund’s financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require the use of management accruals and estimates. The percentage of the Portfolio owned by the Fund at June 30, 2001 was 3.7%. Prior to commencement of operations on October 6, 2000, the Fund had no operations other than those relating to organizational matters and the issuance of 5,000 capital shares of the Fund on September 22, 2000 to Fund Asset Management, L.P. (“FAM”) for $50,000. The Fund offers four classes of shares under the Merrill Lynch Select Pricing(SM) System. Shares of Class A and Class D are sold with a front-end sales charge. Shares of Class B and Class C may be subject to a contingent deferred sales charge. All classes of shares have identical voting, dividend, liquidation and other rights and the same terms and conditions, except that Class B, Class C and Class D Shares bear certain expenses related to the account maintenance of such shares, and Class B and Class C Shares also bear certain expenses related to the distribution of such shares, and the additional incremental transfer agency costs resulting from the deferred sales charge arrangements. Each class has exclusive voting rights with respect to matters relating to its account maintenance and distribution expenditures. The following is a summary of significant accounting policies followed by the Fund.

(a)  Valuation of investments—The Fund records its investment in the Portfolio at fair value. Valuation of securities held by the Portfolio is discussed in Note 1a of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

(b)  Investment income and expenses—The Fund records daily its proportionate share of the Portfolio’s income, expenses and realized and unrealized gains and losses. In addition, the Fund accrues its own expenses.

(c)  Income taxes—It is the Fund’s policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to shareholders. Therefore, no Federal income tax provision is required.

(d)  Prepaid registration fees—Prepaid registration fees are charged to expense as the related shares are issued.

(e)  Dividends and distributions—Dividends from net investment income are declared daily and paid monthly. Distributions of capital gains are recorded on the ex-dividend dates.

(f)  Investment transactions—Investment transactions in the Portfolio are accounted for on a trade date basis.

(g)  Reclassification—Accounting principles generally accepted in the United States of America require that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. Accordingly, the current year’s permanent book/tax differences of $204 have been reclassified between undistributed net investment income and accumulated net realized capital losses, $127

11

Merrill Lynch Low Duration Fund, June 30, 2001

NOTES TO FINANCIAL STATEMENTS (continued)

MERRILL LYNCH LOW DURATION FUND

has been reclassified between paid-in capital in excess of par and accumulated net realized capital losses and $1,960 has been reclassified between paid-in capital in excess of par and undistributed net investment income. These reclassifications have no effect on net assets or net asset values per share.

2.     Transactions with Affiliates:

The Company has entered into an Administrative Services Agreement with FAM. The general partner of FAM is Princeton Services, Inc. (“PSI”), a wholly-owned subsidiary of Merrill Lynch & Co., Inc. (“ML & Co.”), which is the limited partner. The Fund pays a monthly fee at an annual rate of .25% of the Fund’s average daily net assets for the performance of administrative services (other than investment advice and related portfolio activities) necessary for the operation of the Fund. FAM has contractually agreed to pay all annual operating expenses of Class A, Class B, Class C and Class D Shares in excess of .58%, 1.48%, 1.48% and .83%, respectively, as applied to the daily net assets of each class through June 30, 2001. For the period October 6, 2000 to June 30, 2001, FAM earned fees of $5,119, all of which was waived. Also, FAM reimbursed the Fund $157,284 for additional expenses.

The Company has also entered into a Distribution Agreement and Distributions Plans with FAM Distributors, Inc. (“FAMD” or the “Distributor”), an indirect, wholly-owned subsidiary of Merrill Lynch Group, Inc.

Pursuant to the Distribution Plans adopted by the Company in accordance with Rule 12b-1 under the Investment Company Act of 1940, the Fund pays the Distributor ongoing account maintenance and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the shares as follows:

	Account			Distribution
	Maintenance Fee			Fee
Class B		25	%		65	%
Class C		25	%		65	%
Class D		25	%		—

Pursuant to a sub-agreement with the Distributor, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), a subsidiary of ML & Co., also provides account maintenance and distribution services to the Fund. The ongoing account maintenance fee compensates the Distributor and MLPF&S for providing account maintenance services to Class B, Class C and Class D shareholders. The ongoing distribution fee compensates the Distributor and MLPF&S for providing shareholder and distribution-related services to Class B and Class C shareholders.

Financial Data Services, Inc. (“FDS”), an indirect, wholly-owned subsidiary of ML & Co., is the Fund’s transfer agent.

Certain officers and/or directors of the Company are officers and/or directors of FAM, PSI, FAMD, FDS, and/or ML & Co.

3.     Investments:

Increases and decreases in the Fund’s investment in the Portfolio for the period October 6, 2000 to June 30, 2001 were $11,595,116 and $492,184, respectively.

4.     Capital Share Transactions:

Net increase in net assets derived from capital share transactions was $11,145,146 for the period October 6, 2000 to June 30, 2001.

12

Merrill Lynch Low Duration Fund, June 30, 2001

NOTES TO FINANCIAL STATEMENTS (concluded)

Transactions in capital shares for each class were as follows:

Class A Shares for the Period				Dollar
October 6, 2000† to June 30, 2001	Shares			Amount
Shares sold		173,151		$	1,762,124
Shares issued to shareholders in reinvestment of dividends		843			8,592
Total issued		173,994			1,770,716
Shares redeemed		(61,970	)		(632,464	)
Net increase		112,024		$	1,138,252

† Prior to October 6, 2000 (commencement of operations), the Fund issued 1,250 shares to FAM for $12,500.

Class B Shares for the Period				Dollar
October 6, 2000† to June 30, 2001	Shares			Amount
Shares sold		505,950		$	5,157,989
Shares issued to shareholders in reinvestment of dividends		535			5,433
Total issued		506,485			5,163,422
Shares redeemed		(14,947	)		(152,061	)
Net increase		491,538		$	5,011,361

† Prior to October 6, 2000 (commencement of operations), the Fund issued 1,250 shares to FAM for $12,500.

Class C Shares for the Period				Dollar
October 6, 2000† to June 30, 2001	Shares			Amount
Shares sold		469,684		$	4,778,403
Shares issued to shareholders in reinvestment of dividends		2,917			29,619
Total issued		472,601			4,808,022
Shares redeemed		(6,688	)		(68,624	)
Net increase		465,913		$	4,739,398

† Prior to October 6, 2000 (commencement of operations), the Fund issued 1,250 shares to FAM for $12,500.

Class D Shares for the Period				Dollar
October 6, 2000† to June 30, 2001	Shares			Amount
Shares sold		27,985		$	286,064
Shares issued to shareholders in reinvestment of dividends		169			1,725
Total issued		28,154			287,789
Shares redeemed		(3,104	)		(31,654	)
Net increase		25,050		$	256,135

† Prior to October 6, 2000 (commencement of operations), the Fund issued 1,250 shares to FAM for $12,500.

5.     Subsequent Event:

On July 26, 2001, the Company’s Board of Directors declared an ordinary income dividend in the amount of $.041994 per Class A Share, $.036080 per Class B Share, $.035889 per Class C Share and $.040500 per Class D Share payable on July 31, 2001 to shareholders of record as of July 25, 2001.

6.     Change in Independent Auditors:

On July 31, 2001, the Board of Directors of the Company, upon the recommendation of the Board’s audit committee, approved a change of the Fund’s independent auditors to Ernst & Young LLP. Further, there were no disagreements between Fund management and PricewaterhouseCoopers LLP prior to their resignation.

13

Merrill Lynch Low Duration Fund, June 30, 2001

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors of Merrill Lynch
Investment Managers Funds, Inc. and Shareholders
of Merrill Lynch Low Duration Fund:

We have audited the accompanying statement of assets and liabilities of Merrill Lynch Low Duration Fund as of June 30, 2001, and the related statements of operations and changes in net assets and the financial highlights for the period from October 6, 2000 (commencement of operations) to June 30, 2001. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Merrill Lynch Low Duration Fund at June 30, 2001, and the results of its operations, the changes in its net assets and the financial highlights for the period from October 6, 2000 to June 30, 2001, in conformity with accounting principles generally accepted in the United States.

MetroPark, New Jersey
August 17, 2001

14

Merrill Lynch Low Duration Fund, June 30, 2001

SCHEDULE OF INVESTMENTS (in US dollars)

	Low Duration Master Portfolio
		Face
	Industries	Amount		Investments		Value
CORPORATE BONDS & NOTES--36.6%	Cable Television Services--1.0%	$	2,940,000	Comcast Cable Communications, 6.375% due 1/30/2006		$	2,953,730
	Defense--1.1%		3,240,000	Litton Industries Inc., 6.05% due 4/15/2003			3,251,178
	Electric--Integrated--0.3%		1,000,000	Americana Electric Power, 5.50% due 5/15/2003			998,230
	Financial Services--10.7%		4,475,000	Bear Stearns Companies Inc., 6.15% due 3/02/2004			4,464,260
			3,100,000	CIT Group Inc., 5.625% due 5/17/2004			3,070,736
			1,425,000	Citigroup Inc., 5.70% due 2/06/2004			1,438,367
				Countrywide Home Loans:
			1,600,000		5.25% due 5/22/2003		1,604,496
			2,400,000		5.25% due 6/15/2004		2,378,424
			1,450,000	Donaldson, Lufkin & Jenrette Inc., 6.875% due 11/01/2005			1,491,586
			4,400,000	Ford Motor Credit Company, 7.60% due 8/01/2005			4,617,888
			5,700,000	Household Financial Corporation, 6.50% due 1/24/2006			5,794,791
				Pemex Finance Ltd.:
			360,000		9.14% due 8/15/2004		381,935
			3,747,083		8.45% due 2/15/2007		3,954,672
			3,350,000	Salomon Inc., 6.75% due 8/15/2003			3,451,438
							32,648,593
	Foods--0.4%		1,200,000	Conagra Inc., 7.40% due 9/15/2004			1,234,644
	Insurance--1.2%		3,500,000	Marsh & McLennan Companies Inc., 6.625% due 6/15/2004			3,591,700
	Manufacturing--0.5%		1,725,000	Bombardier Capital Ltd., 6% due 1/15/2002 (c)			1,736,651
	Multimedia--1.2%		3,600,000	AOL Time Warner, 6.125% due 4/15/2006			3,589,884
	Oil--Integrated--4.0%		2,400,000	Ashland Inc., 4.54% due 3/07/2003 (a)			2,397,266
			5,250,000	Occidental Petroleum Corp. (MOPPRS), 6.40% due 4/01/2003			5,324,498
			2,425,000	Pennzoil-Quaker State, 9.40% due 12/01/2002			2,448,377
			2,000,000	Williams Companies Inc., 6.20% due 8/01/2002			2,016,760
							12,186,901
	Pipelines--0.4%		1,100,000	Mapco Inc., 8.70% due 5/15/2002			1,139,985
	Real Estate Investment Trust--0.3%		1,000,000	Avalonbay Communities, 6.58% due 2/15/2004			1,004,210
	Special Situations--1.0%		3,000,000	GS Escrow Corporation, 6.75% due 8/01/2001			2,998,380

15

Merrill Lynch Low Duration Fund, June 30, 2001

SCHEDULE OF INVESTMENTS (continued) (in US dollars)

	Low Duration Master Portfolio (continued)
		Face
	Industries	Amount		Investments		Value
CORPORATE BONDS & NOTES (concluded)	Telecommunications--2.0%	$	3,115,000	Sprint Spectrum LP, 11% due 8/15/2006		$	3,305,327
			2,800,000	WorldCom, Inc., 8% due 5/15/2006			2,912,952
							6,218,279
	Trucking & Leasing--1.2%		3,650,000	Amerco, 8.80% due 2/04/2005			3,628,856
				Total Corporate Bonds & Notes (Cost—$76,844,673)			77,181,221
GOVERNMENT AGENCY MORTGAGE-BACKED SECURITIES**--10.6%	Collateralized Mortgage Obligations--10.4%			Fannie Mae:
			400,059		1993-45 SB, 8.908% due 4/25/2023 (a)		387,879
			2,852,165		1993-53 AT, 6% due 10/25/2013		2,882,826
			869,827		1993-6 S, 14.245% due 1/25/2008 (a)		908,198
			30,000		1994-60 D, 7% due 4/25/2024		30,323
			550,317		1997-59 SU, 7.70% due 9/25/2023 (a)		551,760
			2,580,558		1999-64 SM, 13.762% due 1/25/2030 (a)		2,476,625
			2,623,151		2001-18 ZA, 7% due 6/25/2030		2,595,684
			2,750,000		G94-9 PH, 6.50% due 9/17/2021		2,800,655
				Freddie Mac:
			1,372,162		1241 J, 7% due 9/15/2021		1,383,243
			5,164		1336 H, 7.75% due 1/15/2021		5,153
			4,442,018		1484 H, 6% due 11/15/2021		4,452,191
			512,496		1564 SB, 9.967% due 8/15/2008 (a)		521,454
			71,000		1617 D, 6.50% due 11/15/2023		68,918
			2,820,508		2264 SM, 9.50% due 10/15/2030		2,824,908
			908,906		2295 SJ, 12.903% due 3/15/2031 (a)		804,089
			2,764,896		2319 JZ, 6.50% due 5/15/2031		2,688,861
				Government National Mortgage Association:
			2,370,192		2001-5 PN, 21.897% due 4/20/2028 (a)		2,568,884
			4,000,000		2001-7 TV, 6% due 2/20/2025		3,981,250
							31,932,901
	Stripped Mortgage-Backed Securities--0.2%			Fannie Mae:
			46,845		1993-72 J, 6.50% due 12/25/2006 (b)		967
			464,770		1994-53 E, 0% due 11/25/2023 (d)		459,327
			446,466		1998-48 CL, 6.50% due 8/25/2028 (b)		73,006
							533,300
				Total Government Agency Mortgage-Backed Securities (Cost—$32,228,799)			32,466,201
GOVERNMENT AGENCY OBLIGATIONS--11.3%	Government Agency Obligations--11.3%			Fannie Mae:
			7,500,000		5.625% due 5/14/2004		7,621,725
			5,500,000		5.78% due 6/06/2006		5,500,000
			4,000,000		5.80% due 12/05/2006		4,000,000
			9,280,000	Federal Farm Credit Bank, 5.15% due 3/05/2004			9,320,553
			2,475,000	Federal Home Loan Bank, 4.75% due 6/28/2004			2,471,411
			5,250,000	Freddie Mac, 7% due 7/15/2005			5,546,940
				Total Government Agency Obligations (Cost—$34,429,075)			34,460,629

16

Merrill Lynch Low Duration Fund, June 30, 2001

SCHEDULE OF INVESTMENTS (continued) (in US dollars)

	Low Duration Master Portfolio (continued)
		Face
	Industries	Amount		Investments		Value
NON-AGENCY MORTGAGE-BACKED SECURITIES**--29.2%	Asset-Backed Securities--15.5%		605,230	ACC Automobile Receivables Trust, 1997-C A, 6.40% due 3/17/2004			607,093
			3,345,681	Asset Backed Funding Certificates, 1999-1 A2F, 7.641% due 10/25/2030			3,439,172
			2,860,211	Banc of America Commercial Mortgage Inc., 2000-1 A1A, 7.109% due 11/15/2031			2,957,669
			338,943	CPS Auto Trust, 1998-1 A, 6% due 8/15/2003			340,790
			3,000,000	Centex Home Equity, 2001-B A2, 5.35% due 10/25/2022			2,993,906
			1,887,976	CityScape Home Equity Loan Trust, 1996-4 A10, 7.40% due 9/25/2027			1,945,493
			424,192	Commercial Mortgage Acceptance Corporation, 1996-C2 A2, 6.915% due 9/15/2023 (a)			434,267
			723,287	Countrywide Home Equity Loan Trust, 1999-A, 4.30% due 4/15/2025 (a)			722,146
			3,325,165	Duck Auto Grantor Trust, 2000-B A, 7.26% due 5/15/2005 (a)			3,363,612
			3,216,549	First Union-Lehman Brothers Commercial Mortgage, 1997-C1 A1, 7.15% due 2/18/2004			3,318,904
			1,234,506	First Union NB-Bank of America Commercial Mortgage Trust, 2001-C1 A1, 5.711% due 3/15/2033 (a)			1,208,272
			745,426	Fund America Investors Trust I, 1998-NMC1 M1, 4.413% due 6/25/2028 (a)			740,192
			4,738,061	GS Mortgage Securities Corporation II, 1998-C1 A1, 6.06% due 10/18/2030 (a)			4,770,375
				Green Tree Recreational, Equipment and Consumer Trust:
			2,250,000		1996-B, 7.70% due 7/15/2018		2,217,125
			1,821,990		1996-C A1, 4.363% due 10/15/2017 (a)		1,824,433
			2,250,000	IndyMac Home Equity Loan Asset-Backed Trust, 2001-B AF3, 5.692% due 3/25/2027 (a)			2,233,828
			2,750,000	Nomura Asset Securities Corporation, 1995-MD3 A1B, 8.15% due 3/04/2020			2,928,388
				Resolution Trust Corporation:
			6,377,503		1994-C1 E, 8% due 6/25/2026		6,338,179
			1,691,566		1994-C1 F, 8% due 6/25/2026		1,681,164
			3,335,410		1994-C2 G, 8% due 4/25/2025		3,310,704
							47,375,712
	Collateralized Mortgage Obligations--12.9%			Bank of America Mortgage Securities (a):
			4,979,271		2000-A A1, 6.984% due 1/25/2031		5,051,470
			3,950,000		2001-B A2, 6.069% due 6/25/2031		3,917,906
			472,427	Blackrock Capital Finance LP, 1997-R2 AP, 13.33% due 12/25/2035 (a)			479,514
			12,398,562	CS First Boston Mortgage Securities Corp., 1995-WF1 AX, 1.338% due 12/21/2027 (a)(b)			295,944
			5,294,936	Chase Commercial Mortgage Securities Corporation, 1998-2 A1, 6.025% due 8/18/2007			5,309,467
			2,212,502	Chase Mortgage Finance Corporation, 1998-S4 A3, 6.55% due 8/25/2028			2,231,928

17

Merrill Lynch Low Duration Fund, June 30, 2001

SCHEDULE OF INVESTMENTS (continued) (in US dollars)

	Low Duration Master Portfolio (continued)
		Face
	Industries	Amount		Investments		Value
NON-AGENCY MORTGAGE-BACKED SECURITIES (concluded)	Collateralized Mortgage Obligations (concluded)	$	4,000	Countrywide Funding Corp., 1994-17, A9, 8% due 7/25/2024		$	4,160
			6,603,353	Countrywide Home Loans, 2000-1 A1, 7.50% due 2/25/2030			6,676,188
			128,992	Equicon Home Equity Loan Trust, 1994-2 A7, 4.631% due 11/18/2025 (a)			129,097
			5,984,000	GE Capital Mortgage Services, Inc., 1996-5 A4, 6.75% due 3/25/2011			6,066,220
			160,068	Housing Securities Inc., 1994-2 B1, 6.50% due 7/25/2009			126,454
			1,619,630	Ocwen Residential MBS Corporation, 1998-R2 AP, 8.081% due 11/25/2034 (a)			1,599,384
			4,165,683	PNC Mortgage Securities Corp., 1997-3 1A5, 7% due 5/25/2027			4,176,889
			177,305	Prudential Home Mortgage Securities, 1993-36 A10, 7.25% due 10/25/2023			177,968
			46,510	Residential Funding Mortgage Securities Inc., 1993-S9 A8, 11.958% due 2/25/2008 (a)			47,729
			579,252	Saxon Asset Securities Trust, 1996-1 A1, 7.38% due 2/25/2024			580,642
				Structured Mortgage Asset Residential Trust:
			41,374		1991-1H, 8.25% due 6/25/2022		42,939
			58,370		1992-3A AA, 8% due 10/25/2007		60,415
			34,571		1993-5A AA, 10.189% due 6/25/2024 (a)		37,846
			469,098	Walsh Acceptance, 1997-2 A, 5.089% due 3/01/2027 (a)			472,244
			1,900,000	Washington Mutual, 2000-1 B1, 8.089% due 1/25/2040 (a)			1,885,750
							39,370,154
	Pass-Through Securities--0.1%		183,863	Citicorp Mortgage Securities, Inc., 1989-8 A1, 10.50% due 6/25/2019			200,275
	Stripped Mortgage-Backed Securities--0.7%		44,432,272	Asset Securitization Corporation, 1997-D5, ACS1, 2.091% due 2/14/2043 (a)(b)			1,045,656
			19,350,000	Saxon Asset Securities Trust, 2000-2 AIO, 6% due 7/25/2030 (b)			1,354,802
							2,400,458
				Total Non-Agency Mortgage-Backed Securities (Cost—$89,401,241)			89,346,599

		Shares
		Held
PREFERRED STOCK--0.4%	Preferred Stock--0.4%		1,500	Home Ownership Funding 2	1,120,500
				Total Preferred Stock (Cost—$1,500,000)	1,120,500

18

Merrill Lynch Low Duration Fund, June 30, 2001

SCHEDULE OF INVESTMENTS (concluded) (in US dollars)

		Face
		Amount
US TREASURY OBLIGATIONS--15.6%	US Treasury Obligations--15.6%			US Treasury Inflation Index Notes:
		$	13,000,000		3.625% due 7/15/2002		14,624,543
			18,325,000		3.625% due 1/15/2008		20,511,736
				US Treasury Notes:
			11,300,000		4.75% due 2/15/2004		11,363,506
			1,100,000		4.625% due 5/15/2006		1,084,875
				Total US Treasury Obligations (Cost—$47,356,772)			47,584,660
SHORT-TERM INVESTMENTS--4.2%	Commercial Paper*--4.2%		1,750,000	Powergen US Funding LLC, 4.05% due 8/07/2001			1,742,913
			11,200,000	Safeway Incorporated, 4.30% due 7/02/2001			11,200,000
				Total Short=Term Investments (Cost—$12,942,913)			12,942,913
				Total Investments (Cost—$294,703,473)—96.6%			295,102,723
				Time Deposit—0.0%***			144,518
				Other Assets Less Liabilities—3.4%			10,266,934
				Net Assets—100.0%		$	305,514,175

(a)	Floating rate note.
(b)	Represents the interest only portion of a mortgage-backed obligation.
(c)	The security may be offered and sold to “qualified institutional buyers” under Rule 144A of the Securities Act of 1933.
(d)	Represents a principal only obligation.
*	Commercial Paper is traded on a discount basis; the interest rates shown reflect the discount rates paid at the time of purchase by the Portfolio.
**	Mortgage-Backed Securities are subject to principal paydowns as a result of prepayments or refinancings of the underlying instruments. As a result, the average life may be substantially less than the original maturity.
***	Time deposit bears interest at 2.75% and matures on 7/02/2001.

See Notes to Financial Statements.

19

Merrill Lynch Low Duration Fund, June 30, 2001

STATEMENT OF ASSETS AND LIABILITIES

LOW DURATION MASTER PORTFOLIO

As of June 30, 2001
Assets:
	Investments, at value (identified cost—$294,703,473)				$	295,102,723
	Time deposit					144,518
	Cash					887
	Receivables:
		Contributions	$	7,734,385
		Interest		3,453,116
		Paydowns		160,707		11,348,208
	Prepaid expenses and other assets					5,083
	Total assets					306,601,419
Liabilities:
	Payables:
		Withdrawals		928,175
		Investment adviser		98,985		1,027,160
	Accrued expenses and other liabilities					60,084
	Total liabilities					1,087,244
Net Assets:
	Net assets				$	305,514,175
Net Assets Consist of:
	Partners’ capital				$	305,114,925
	Unrealized appreciation on investments—net					399,250
	Net assets				$	305,514,175

See Notes to Financial Statements.

20

Merrill Lynch Low Duration Fund, June 30, 2001

STATEMENT OF OPERATIONS

LOW DURATION MASTER PORTFOLIO

For the Period October 6, 2000† to June 30, 2001
Investment Income:
	Interest			$	16,465,737
	Dividends				100,035
	Total income				16,565,772
Expenses:
	Investment advisory fees	$	491,202
	Accounting services		164,974
	Trustees’ fees and expenses		16,769
	Custodian fees		14,810
	Offering costs		5,179
	Pricing fees		2,842
	Professional fees		2,453
	Other		10,280
	Total expenses				708,509
	Investment income—net				15,857,263
Realized & Unrealized Gain (Loss) on Investments—Net:
	Realized loss from investments—net				(3,356,685	)
	Change in unrealized appreciation/depreciation on investments—net				5,905,623
	Net Increase in Net Assets Resulting from Operations			$	18,406,201

† Commencement of operations.

See Notes to Financial Statements.

21

Merrill Lynch Low Duration Fund, June 30, 2001

STATEMENT OF CHANGES IN NET ASSETS

LOW DURATION MASTER PORTFOLIO

		For the Period
		Oct. 6, 2000†
Increase in Net Assets:		to June 30, 2001
Operations:
	Investment income—net	$	15,857,263
	Realized loss on investments—net		(3,356,685	)
	Change in unrealized appreciation/depreciation on investments—net		5,905,623
	Net increase in net assets resulting from operations		18,406,201
Net Capital Contributions:
	Increase in net assets derived from net capital contributions		287,057,874
Net Assets:
	Total increase in net assets		305,464,075
	Beginning of period		50,100
	End of period	$	305,514,175

† Commencement of operations.

See Notes to Financial Statements.

22

Merrill Lynch Low Duration Fund, June 30, 2001

FINANCIAL HIGHLIGHTS

LOW DURATION MASTER PORTFOLIO

		For the Period
The following ratios have been derived from		Oct. 6, 2000†
information provided in the financial statements.		to June 30, 2001
Ratios to Average Net Assets:
	Expenses		.30%*
	Investment income—net		6.78%*
Supplemental Data:
	Net assets, end of period (in thousands)	$	305,514
	Portfolio turnover		192.04	%

*	Annualized.
†	Commencement of operations.

See Notes to Financial Statements.

23

Merrill Lynch Low Duration Fund, June 30, 2001

NOTES TO FINANCIAL STATEMENTS

LOW DURATION MASTER PORTFOLIO

1.     Significant Accounting Policies:

Low Duration Master Portfolio (the “Portfolio”) is a fund of Fund Asset Management Master Trust (the “Master Trust”). The Master Trust is registered under the Investment Company Act of 1940 and is organized as a Delaware business trust. The Declaration of Trust permits the Trustees to issue nontransferable interests in the Portfolio, subject to certain limitations. On October 6, 2000, the Portfolio received all of the assets of a registered investment company that converted to a master/feeder structure. The Portfolio’s financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require the use of management accruals and estimates. The following is a summary of significant accounting policies followed by the Portfolio.

(a)  Valuation of investments—Portfolio securities that are traded on stock exchanges are valued at the last sale price on the exchange on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price. Securities that are traded in the over-the-counter market are valued at the last available bid price prior to the time of valuation. In cases where securities are traded on more than one exchange, the securities are valued on the exchange designated by or under the authority of the Board of Trustees as the primary market. Securities that are traded both in the over-the-counter market and on a stock exchange are valued according to the broadest and most representative market. Short-term securities are valued at amortized cost, which approximates market value. Other investments, including futures contracts and related options, are stated at market value. Securities and assets for which market quotations are not readily available are valued at fair market value, as determined in good faith by or under the direction of the Master Trust’s Board of Trustees.

(b)  Derivative financial instruments—The Portfolio may engage in various portfolio investment techniques to increase or decrease the level of risk to which the Portfolio is exposed more quickly and efficiently than transactions in other types of investments. Losses may arise due to changes in the value of the contract or if the counterparty does not perform under the contract.

•     Financial futures contracts—The Portfolio may purchase or sell financial futures contracts and options on such futures contracts for the purpose of hedging the market risk on existing securities or the intended purchase of securities. Futures contracts are contracts for delayed delivery of securities at a specific future date and at a specific price or yield. Upon entering into a contract, the Portfolio deposits and maintains as collateral such initial margin as required by the exchange on which the transaction is effected. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

(c)  Income taxes—The Portfolio is classified as a partnership for Federal income tax purposes. As such, each investor in the Portfolio is treated as owner of its proportionate share of the net assets, income, expenses and realized and unrealized gains and losses of the Portfolio. Accordingly, as a “pass through” entity, the Portfolio pays no income dividends or capital gains distributions. Therefore, no Federal income tax provision is required. It is intended that the Portfolio’s assets will be managed so an investor in the Portfolio can satisfy the requirements of subchapter M of the Internal Revenue Code.

(d)  Security transactions and investment income—Security transactions are accounted for on the date the securities are purchased or sold (the trade dates). Interest income (including amortization of premium and discount) is recognized on the accrual basis. Realized gains and losses on security transactions are determined on the identified cost basis.

24

Merrill Lynch Low Duration Fund, June 30, 2001

NOTES TO FINANCIAL STATEMENTS

LOW DURATION MASTER PORTFOLIO - (continued)

2.     Investment Advisory Agreement and Transactions with Affiliates:

The Master Trust has entered into an Investment Advisory Agreement for the Portfolio with Fund Asset Management, L.P. (“FAM”). The general partner of FAM is Princeton Services, Inc. (“PSI”), an indirect, wholly-owned subsidiary of Merrill Lynch & Co., Inc. (“ML & Co.”), which is the limited partner.

FAM is responsible for the management of the Portfolio’s investments and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of the Portfolio. For such services, the Portfolio pays a monthly fee based upon the average daily value of the Portfolio’s net assets at the annual rate of 0.21%.

Prior to January 1, 2001, FAM provided accounting services to the Portfolio at its cost and the Portfolio reimbursed FAM for these services. FAM continues to provide certain accounting services to the Portfolio. The Portfolio reimburses FAM at its cost for such services. For the period October 6, 2000 to June 30, 2001, the Portfolio reimbursed FAM an aggregate of $73,535 for the above-described services. The Master Trust entered into an agreement with State Street Bank and Trust Company (“State Street”), effective January 1, 2001, pursuant to which State Street provides certain accounting services to the Portfolio. The Portfolio pays a fee for these services.

Certain officers and/or trustees of the Master Trust are officers and/or directors of FAM, PSI, and/or ML & Co.

3.     Investments:

Purchases and sales of investments, excluding short-term securities, for the period October 6, 2000 to June 30, 2001 were $612,119,342 and $700,304,158, respectively.

Net realized gains (losses) for the period October 6, 2000 to June 30, 2001 and net unrealized gains as of June 30, 2001 were as follows:

	Realized			Unrealized
	Gains (Losses)			Gains
Long-term investments	$	(3,417,997	)	$	399,250
Short-term investments		(3	)		—
Financial futures contracts		61,315			—
Total investments	$	(3,356,685	)	$	399,250

As of June 30, 2001, net unrealized appreciation for Federal income tax purposes aggregated $135,834, of which $1,781,400 related to appreciated securities and $1,645,566 related to depreciated securities. At June 30, 2001, the aggregate cost of investments for Federal income tax purposes was $294,966,889.

4.     Short-Term Borrowings:

On December 1, 2000, the Master Trust, along with certain other funds managed by FAM and its affiliates, renewed and amended a $1,000,000,000 credit agreement with Bank One, N.A. and certain other lenders. The Portfolio may borrow under the credit agreement to fund partner withdrawals and for other lawful purposes other than for leverage. The Portfolio may borrow up to the maximum amount allowable under the Portfolio’s current prospectus and statement of additional information, subject to various other legal, regulatory or contractual limits. The Portfolio pays a commitment fee of .09% per annum based on the Portfolio’s pro rata share of the unused portion of the facility. Amounts borrowed under the facility bear interest at a rate equal to, at each fund’s election, the Federal Funds rate plus .50% or a base rate as determined by Bank One, N.A. The Portfolio did not borrow under the facility during the period October 6, 2000 to June 30, 2001.

5.     Change in Independent Auditors:

On July 31, 2001, the Board of Trustees of the Master Trust, upon the recommendation of the Board’s audit committee, approved a change of the Fund’s independent auditors to Ernst & Young LLP. There were no disagreements between Fund management and PricewaterhouseCoopers LLP prior to their resignation.

25

Merrill Lynch Low Duration Fund, June 30, 2001

REPORT OF INDEPENDENT AUDITORS

To the Board of Trustees of Fund Asset
Management Master Trust and Investors of
Low Duration Master Portfolio:

We have audited the accompanying statement of assets and liabilities of Low Duration Master Portfolio, including the schedule of investments, as of June 30, 2001, and the related statements of operations and changes in net assets and the financial highlights for the period from October 6, 2000 (commencement of operations) to June 30, 2001. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of securities owned as of June 30, 2001, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Low Duration Master Portfolio at June 30, 2001, and the results of its operations, the changes in its net assets and the financial highlights for the period from October 6, 2000 to June 30, 2001, in conformity with accounting principles generally accepted in the United States.

MetroPark, New Jersey
August 17, 2001

26

EX-99.17.E 10 y57249a1ex99-17_e.htm SEMI-ANNUAL REPORT

Exhibit 17(e)

MERRILL LYNCH LOW DURATION FUND

Officers and Directors

Robert L. Burch III, Director
Joe Grills, Director
Madeleine A. Kleiner, Director
Richard R. West, Director
Terry K. Glenn, President
Donald C. Burke, Vice President and Treasurer
Phillip S. Gillespie, Secretary

Custodian
Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109-3661

Transfer Agent
Financial Data Services, Inc.
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
(800) 637-3863

Merrill Lynch Low Duration Fund, December 31, 2001

DEAR SHAREHOLDER

Investment Environment

The fixed-income markets had a very good year, posting solid total returns across all sectors. Unfortunately, equity investors did not fair as well with broad indexes such as the Standard & Poor’s 500 (S&P 500) Index and the NASDAQ Composite Index posting negative returns for the second consecutive year. The terrorist attacks on New York City and Washington, DC on September 11, 2001 dominated investment decisions as the fourth quarter of 2001 unfolded.

As we entered 2001, it seemed almost inconceivable that the US economy would enter a recession given the strong performance of the economy in 1999 and 2000. In fact, in the United States, gross domestic product growth was as strong as 5.6% in the second quarter of 2000 and 4.1% for the year, while global growth was a solid 4.6%. However, as the US economy slowed, corporations began to dramatically cut capital investment and a series of events began to unfold, which led to massive corporate restructurings, resulting in corporations acting aggressively to reduce costs and improve margins. Business inventories were reduced by $125 billion in the first three quarters of 2001, and the unemployment rate rose almost 2% from 3.9% to 5.8%. The manufacturing sector also continued to deteriorate as the National Association of Purchasing Managers Index declined to 39.82 at the end of October 2001. In addition, business and consumer confidence plunged and retail sales also showed huge declines. As the year 2001 came to a close, some of these indicators rebounded off their lows.

In response to the economy’s weakness, the Federal Reserve Board and Congress implemented an unprecedented double dose of monetary and fiscal stimulus. As the economy slowed and, according to the National Bureau of Economic Research, officially entered a recession in March 2001, the Federal Reserve Board lowered interest rates from 6.5% to 1.75%, a total of 450 basis points (4.50%). This aggressive easing of monetary policy led to a dramatic steepening of the yield curve as two-year US Treasury interest rates plunged more than 200 basis points from 5.15% to 3%, while 30-year US Treasury notes were virtually unchanged from beginning-year levels of 5.44%-5.47%. Surprisingly, the housing market held up very well as interest rates declined and spurred a huge refinancing wave along with impressive gains in existing and new home sales. Congress also reacted remarkably quickly in passing a tax cut to be phased in over six years and a tax rebate that injected $40 billion into consumers’ pockets. Congress also implemented a $65 billion ($15 billion to the airline industry and $50 billion to general business) emergency relief package after the events of September 11 to those industries directly affected by the terrorist attacks. This fiscal policy shift, along with the weak economy, caused the Government to become a net borrower as opposed to a net lender.

On the international front, the story was similar to the United States, but it appears that both the United Kingdom and the Eurozone area will avoid a recession, although growth slowed from 2.9% to 2.1% and from 3.4% to 1.5%, respectively. In the Eurozone, interest rates were reduced by 150 basis points, and in the United Kingdom, interest rates were reduced by 200 basis points, which helped temper the decline. However, critics argued that their policy response was not as aggressive as it should have been. Japan continues to be mired in a recession as structural reforms in their banking system have yet to take place and a more immediate threat continues to be deflation. Worldwide weakness will only make the US economic recovery that much more difficult as the United States will not be able to rely on export growth.

Investment-grade corporate issues remained at historically wide levels compared to the last few years when spreads were considerably narrower. For example, in 1998 they averaged about 80 basis points relative to US Treasury notes, while in 1999 they averaged about 110 basis points off of US Treasury notes. Throughout 2001,

2

Merrill Lynch Low Duration Fund, December 31, 2001

investment-grade corporate spreads started and ended the year almost unchanged but experienced volatility during the year. The investment-grade sector tightened about 35 basis points relative to US Treasury notes, declining from 185 basis points to 150 basis points by the middle of August, then completely reversed course by year end to finish unchanged. However, with the corporate sectors, huge yield advantage, the broad-based Merrill Lynch Corporate Master Index outperformed the Merrill Lynch US Treasury Master Index by almost 400 basis points. At the shorter end of the yield curve, the results were similar with the Merrill Lynch 1-3 Year Corporate Master Index outperforming the Merrill Lynch 1-3 Year US Treasury Index by more than 125 basis points. Other spread sectors such as mortgage-backed securities (MBS) and asset-backed securities (ABS) also did well, but not as well as the corporate market.

Portfolio Matters

For the six-month period ended December 31, 2001, the Fund’s Class A, Class B, Class C and Class D Shares had total returns of +3.45%, +3.10%, +2.99% and +3.43%, respectively. (Fund results do not reflect sales charges and would be lower if sales charges were included. Complete performance information can be found on pages 4 and 5 of this report to shareholders.) The Fund’s performance was helped by the significant yield advantage of spread sectors but was hurt by the steepening of the yield curve. We believed that spread sectors presented an opportunity as we moved into the fourth quarter of 2001. Therefore, we reduced the Fund’s exposure in US Treasury issues from 16% of portfolio assets to 2% and amortizing securities such as agency MBS from 11% to 5%. We also reduced non-agency MBS from 12% to 10%. We then increased our exposure in corporate issues and ABS from 26% to 44% and from 19% to 25%, respectively.

During the six-month period ended December 31, 2001, we pared back the Fund’s duration from 2.09 years to 1.87 years. We viewed the dramatic decline in interest rates in 2001 as an opportunity to reduce interest rate exposure in the portfolio.

Going forward, we are positioning the Fund to take advantage of “rolling down the yield curve” and sectors that are likely to improve as the economy changes from a recession to moderate growth.

In Conclusion

We appreciate your support of Merrill Lynch Low Duration Fund, and we look forward to serving your investment needs in the months and years ahead.

Sincerely,

Terry K. Glenn
President

Patrick Maldari
Portfolio Manager

Frank Viola
Portfolio Manager

February 7, 2002

The Fund’s transfer agency fee schedule has been amended. Under the revised schedule, the fees payable to Financial Data Services, Inc., the transfer agent for the Fund, now range from $16 to $23 per shareholder account (depending upon the level of service required) or 0.10% of account assets for certain accounts that participate in certain fee-based programs.

3

Merrill Lynch Low Duration Fund, December 31, 2001

PERFORMANCE DATA

About Fund Performance

	Investors are able to purchase shares of the Fund through the Merrill Lynch Select Pricing(SM) System, which offers four pricing alternatives:
•	Class A Shares incur a maximum initial sales charge (front-end load) of 3% and bear no ongoing distribution or account maintenance fees. Class A Shares are available only to eligible investors.
•	Class B Shares are subject to a maximum contingent deferred sales charge of 4% if redeemed during the first year, decreasing 1% each year thereafter to 0% after the fourth year. In addition, Class B Shares are subject to a distribution fee of 0.65% and an account maintenance fee of 0.25%. These shares automatically convert to Class D Shares after approximately 10 years. (There is no initial sales charge for automatic share conversions.)
•	Class C Shares are subject to a distribution fee of 0.65% and an account maintenance fee of 0.25%. In addition, Class C Shares are subject to a 1% contingent deferred sales charge if redeemed within one year of purchase.
•	Class D Shares incur a maximum initial sales charge of 3% and an account maintenance fee of 0.25% (but no distribution fee).
	None of the past results shown should be considered a representation of future performance. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Figures shown in the “Recent Performance Results” and “Average Annual Total Return” tables assume reinvestment of all dividends and capital gains distributions at net asset value on the ex-dividend date. The Portfolio’s investment adviser pays annual operating expenses of the Fund’s Class A, Class B, Class C, and Class D Shares in excess of      .58%, 1.48%, 1.48% and .83%, respectively, of the average net assets of each Class. If the investment adviser did not pay such expenses, net returns would be lower. Investment return and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Dividends paid to each class of shares will vary because of the different levels of account maintenance, distribution and transfer agency fees applicable to each class, which are deducted from the income available to be paid to shareholders.

Recent Performance Results*

6-Month

12-Month

Since Inception

Standardized

As of December 31, 2001

Total Return

Total Return

Total Return

30-Day Yield

ML Low Duration Fund Class A Shares*

+3.45

%

+7.73

%

+ 9.61

%

4.12

%

ML Low Duration Fund Class B Shares*

+3.10

+6.82

+ 8.41

3.35

ML Low Duration Fund Class C Shares*

+2.99

+6.76

+ 8.24

3.36

ML Low Duration Fund Class D Shares*

+3.43

+7.38

+ 9.20

3.88

Merrill Lynch 1-3 Year US Treasury Note Index**

+4.17

+8.30

+10.63

—

*	Investment results shown do not reflect sales charges; results shown would be lower if a sales charge was included. Total investment returns are based on changes in net asset values for the periods shown, and assume reinvestment of all dividends and capital gains distributions at net asset value on the ex-dividend date. The Fund’s inception date is 10/06/00.
**	This unmanaged Index is comprised of Treasury securities with maturities of one to three years. Since inception total return is from 10/31/00.

4

Merrill Lynch Low Duration Fund, December 31, 2001

Average Annual Total Return

	% Return Without			% Return With
	Sales Charge			Sales Charge**
Class A Shares*
One Year Ended 12/31/01		+7.73	%		+4.49	%
Inception (10/06/00) through 12/31/01		+7.71			+5.09

*	Maximum sales charge is 3%.
**	Assuming maximum sales charge.

	% Return			% Return
	Without CDSC			With CDSC**
Class B Shares*
One Year Ended 12/31/01		+6.82	%		+2.82	%
Inception (10/06/00) through 12/31/01		+6.76			+4.36

*	Maximum contingent deferred sales charge is 4% and is reduced to 0% after four years.
**	Assuming payment of applicable contingent deferred sales charge.

	% Return			% Return
	Without CDSC			With CDSC**
Class C Shares*
One Year Ended 12/31/01		+6.76	%		+5.76	%
Inception (10/06/00) through 12/31/01		+6.62			+6.62

*	Maximum contingent deferred sales charge is 1% and is reduced to 0% after one year.
**	Assuming payment of applicable contingent deferred sales charge.

	% Return Without			% Return With
	Sales Charge			Sales Charge**
Class D Shares*
One Year Ended 12/31/01		+7.38	%		+4.16	%
Inception (10/06/00) through 12/31/01		+7.38			+4.77

*	Maximum sales charge is 3%.
**	Assuming maximum sales charge.

5

Merrill Lynch Low Duration Fund, December 31, 2001

STATEMENT OF ASSETS AND LIABILITIES

MERRILL LYNCH LOW DURATION FUND

As of December 31, 2001
Assets:
	Investment in Low Duration Master Portfolio, at value (identified cost—$97,143,678)				$	96,683,448
	Prepaid registration fees and other assets					24,206
	Total assets					96,707,654
Liabilities:
	Payables:
		Dividends to shareholders	$	215,821
		Distributor		54,023
		Administrator		5,896		275,740
	Accrued expenses and other liabilities					37,644
	Total liabilities					313,384
Net Assets:
	Net assets				$	96,394,270
Net Assets Consist of:
	Class A Shares of Common Stock, $.01 par value, 100,000,000 shares authorized				$	11,338
	Class B Shares of Common Stock, $.01 par value, 200,000,000 shares authorized					31,469
	Class C Shares of Common Stock, $.01 par value, 100,000,000 shares authorized					45,035
	Class D Shares of Common Stock, $.01 par value, 100,000,000 shares authorized					6,193
	Paid-in capital in excess of par					96,631,909
	Accumulated investment loss—net					(19,813	)
	Undistributed realized capital gains on investments from the Portfolio—net					148,369
	Unrealized depreciation on investments from the Portfolio—net					(460,230	)
	Net assets				$	96,394,270
Net Asset Value:
	Class A—Based on net assets of $11,649,923 and 1,133,846 shares outstanding				$	10.27
	Class B—Based on net assets of $32,249,043 and 3,146,903 shares outstanding				$	10.25
	Class C—Based on net assets of $46,137,732 and 4,503,454 shares outstanding				$	10.24
	Class D—Based on net assets of $6,357,572 and 619,346 shares outstanding				$	10.26

See Notes to Financial Statements.

6

Merrill Lynch Low Duration Fund, December 31, 2001

STATEMENT OF OPERATIONS

MERRILL LYNCH LOW DURATION FUND

For the Six Months Ended December 31, 2001
Investment Income From the Portfolio—Net:
	Net investment income allocated from the Portfolio:
	Interest				$	1,331,998
	Dividends					19,805
	Expenses					(71,990	)
	Net investment income from the Portfolio					1,279,813
Expenses:
	Account maintenance and distribution fees—Class C	$	94,723
	Account maintenance and distribution fees—Class B		79,493
	Administration fees		57,878
	Printing and shareholder reports		22,067
	Registration fees		15,960
	Professional fees		11,096
	Offering costs		8,735
	Transfer agent fees—Class C		5,295
	Transfer agent fees—Class B		4,700
	Account maintenance fees—Class D		3,296
	Transfer agent fees—Class A		1,204
	Transfer agent fees—Class D		592
	Other		3,271
	Total expenses before reimbursement		308,310
	Reimbursement of expenses		(68,438	)
	Total expenses after reimbursement					239,872
	Investment income—net					1,039,941
Realized & Unrealized Gain (lost) from the Portlolio Investments—Net:
	Realized gain on investments from the Portfolio—net					208,916
	Change in unrealized appreciation/depreciation on investments from the Portfolio—net					(460,937	)
	Net Increase in Net Assets Resulting from Operations				$	787,920

See Notes to Financial Statements.

7

Merrill Lynch Low Duration Fund, December 31, 2001

STATEMENTS OF CHANGES IN NET ASSETS

MERRILL LYNCH LOW DURATION FUND

					For the Six			For the Period
					Months Ended			Oct. 6, 2000†
					December 31,			to June 30,
Increase (Decrease) in Net Assets:					2001			2001
Operations:
			Investment income—net		$	1,039,941		$	107,700
			Realized gain (loss) on investments from the Portfolio—net			208,916			(3,969	)
			Change in unrealized appreciation/depreciation on investments from the Portfolio—net			(460,937	)		707
			Net increase in net assets resulting from operations			787,920			104,438
Dividends & Distributions to Shareholders:
			Investment income—net:
				Class A		(130,350	)		(18,264	)
				Class B		(398,716	)		(38,105	)
				Class C		(467,553	)		(47,547	)
				Class D		(66,858	)		(1,817	)
			Realized gain on investments from the Portfolio—net:
				Class A		(7,129	)		—
				Class B		(18,973	)		—
				Class C		(26,954	)		—
				Class D		(3,853	)		—
			Net decrease in net assets resulting from dividends and distributions to shareholders			(1,120,386	)		(105,733	)
Capital Share Transactions:
		Net increase in net assets derived from capital share transactions				85,532,885			11,145,146
Net Assets:
			Total increase in net assets			85,200,419			11,143,851
			Beginning of period			11,193,851			50,000
			End of period*		$	96,394,270		$	11,193,851
	* Undistributed (accumulated) investment income (loss)—net				$	(19,813	)	$	3,723

† Commencement of operations.

See Notes to Financial Statements.

8

FINANCIAL HIGHLIGHTS

MERRILL LYNCH LOW DURATION FUND

			Class A						Class B
The following per share data and ratios have
been derived from information provided in						For the Period						For the Period
the financial statements.			For the Six			Oct. 6, 2000†			For the Six			Oct. 6, 2000†
			Months Ended			to			Months Ended			to
Increase (Decrease) in Net Asset Value:			Dec. 31, 2001			June 30, 2001			Dec. 31, 2001			June 30, 2001
Per Share Operating Performance:
	Net asset value, beginning of period		$	10.21		$	10.00		$	10.18		$	10.00
	Investment income—net			.26††			.40			.22††			.33
	Realized and unrealized gain on investments from the Portfolio—net			.09			.19			.10			.18
	Total from investment operations			.35			.59			.32			.51
	Less dividends and distributions:
		Investment income—net		(.28	)		(.38	)		(.24	)		(.33	)
		Realized gain on investments—net		(.01	)		—			(.01	)		—
	Total dividends and distributions			(.29	)		(.38	)		(.25	)		(.33	)
	Net asset value, end of period		$	10.27		$	10.21		$	10.25		$	10.18
Total Investment Return:**
	Based on net asset value per share			3.45	%‡		5.95	%‡		3.10	%‡		5.16	%‡
Ratios to Average Net Assets:
	Expenses, net of reimbursement†††			.58	%*		.58	%*		1.48	%*		1.48	%*
	Expenses†††			.88	%*		8.51	%*		1.78	%*		9.41	%*
	Investment income—net			5.19	%*		6.00	%*		4.39	%*		5.10	%*
Supplemental Data:
	Net assets, end of period (in thousands)		$	11,650		$	1,156		$	32,248		$	5,016

MERRILL LYNCH LOW DURATION FUND

			Class C						Class D
The following per share data and ratios have
been derived from information provided in						For the Period						For the Period
the financial statements.			For the Six			Oct. 6, 2000†			For the Six			Oct. 6, 2000†
			Months Ended			to			Months Ended			to
Increase (Decrease) in Net Asset Value:			Dec. 31, 2001			June 30, 2001			Dec. 31, 2001			June 30, 2001
Per Share Operating Performance:
	Net asset value, beginning of period		$	10.18		$	10.00		$	10.19		$	10.00
	Investment income—net			.22	†		.32			.25	†		.36
	Realized and unrealized gain on investments from the Portfolio—net			.09			.18			.10			.19
	Total from investment operations			.31			.50			.35			.55
	Less dividends and distributions:
		Investment income—net		(.24	)		(.32	)		(.27	)		(.36	)
		Realized gain on investments—net		(.01	)		—			(.01	)		—
	Total dividends and distributions			(.25	)		(.32	)		(.28	)		(.36	)
	Net asset value, end of period		$	10.24		$	10.18		$	10.26		$	10.19
Total Investment Return:**
	Based on net asset value per share			2.99	%‡		5.10	%‡		3.43	%‡		5.58	%‡
Ratios to Average Net Assets:
	Expenses, net of reimbursement†††			1.48	%*		1.48	%*		.83	%*		.83	%*
	Expenses†††			1.78	%*		9.41	%*		1.13	%*		8.76	%*
	Investment income—net			4.35	%*		5.10	%*		4.96	%*		5.75	%*
Supplemental Data:
	Net assets, end of period (in thousands)		$	46,138		$	4,754		$	6,358		$	268

*	Annualized.
**	Total investment returns exclude the effects of sales charges. The Portfolio’s investment adviser reimbursed a portion of the Fund’s expenses. Without such reimbursement, the Fund’s performance would have been lower.
†	Commencement of operations.
††	Based on average shares outstanding.
†††	Includes the Fund’s share of the Portfolio’s allocated expenses.
‡	Aggregate total investment return.

See Notes to Financial Statements.

9

Merrill Lynch Low Duration Fund, December 31, 2001

NOTES TO FINANCIAL STATEMENTS

MERRILL LYNCH LOW DURATION FUND

1. Significant Accounting Policies:

Merrill Lynch Low Duration Fund (the “Fund”) is a fund of Merrill Lynch Investment Managers Funds, Inc. (the “Company”). The Company is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company, which is organized as a Maryland Corporation. The Fund seeks to achieve its investment objective by investing all of its assets in Low Duration Master Portfolio (the “Portfolio”) of Fund Asset Management Master Trust, which has the same investment objective as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio. The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the Schedule of Investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements. The Fund’s financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require the use of management accruals and estimates. These unaudited financial statements reflect all adjustments, which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. All such adjustments are of a normal, recurring nature. The percentage of the Portfolio owned by the Fund at December 31, 2001 was 30.9%. The Fund offers four classes of shares under the Merrill Lynch Select Pricing(SM) System. Shares of Class A and Class D are sold with a front-end sales charge. Shares of Class B and Class C may be subject to a contingent deferred sales charge. All classes of shares have identical voting, dividend, liquidation and other rights and the same terms and conditions, except that Class B, Class C and Class D Shares bear certain expenses related to the account maintenance of such shares, and Class B and Class C Shares also bear certain expenses related to the distribution of such shares, and the additional incremental transfer agency costs resulting from the deferred sales charge arrangements. Each class has exclusive voting rights with respect to matters relating to its account maintenance and distribution expenditures. The following is a summary of significant accounting policies followed by the Fund.

(a)  Valuation of investments—The Fund records its investment in the Portfolio at fair value. Valuation of securities held by the Portfolio is discussed in Note 1a of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

(b)  Investment income and expenses—The Fund records daily its proportionate share of the Portfolio’s income, expenses and realized and unrealized gains and losses. In addition, the Fund accrues its own expenses.

(c)  Income taxes—It is the Fund’s policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to shareholders. Therefore, no Federal income tax provision is required.

(d)  Prepaid registration fees—Prepaid registration fees are charged to expense as the related shares are issued.

(e)  Dividends and distributions—Dividends from net investment income are declared daily and paid monthly. Distributions of capital gains are recorded on the ex-dividend dates.

(f)  Investment transactions—Investment transactions in the Portfolio are accounted for on a trade date basis.

2.     Transactions with Affiliates:

The Company has entered into an Administrative Services Agreement with Fund Asset Management, L.P. (“FAM”). The general partner of FAM is Princeton Services, Inc. (“PSI”), a wholly-owned subsidiary of Merrill Lynch & Co., Inc. (“ML & Co.”), which is the limited partner. The Fund pays a monthly fee at an annual rate of .25% of the Fund’s average daily net assets for the performance of administrative services (other than investment advice and related portfolio activities) necessary for the operation of the Fund. FAM has contractually agreed to pay all annual operating expenses of Class A, Class B, Class C and Class D Shares in excess of .58%, 1.48%, 1.48% and .83%, respectively, as applied to the daily net assets of each class through December 31, 2001. For the six months ended December 31, 2001, FAM earned fees of $57,878, all of which was waived. Also, FAM reimbursed the Fund $10,560 for additional expenses.

The Company has also entered into a Distribution Agreement and Distributions Plans with FAM Distributors, Inc. (“FAMD”

10

Merrill Lynch Low Duration Fund, December 31, 2001

or the “Distributor”), an indirect, wholly-owned subsidiary of Merrill Lynch Group, Inc.

Pursuant to the Distribution Plans adopted by the Company in accordance with Rule 12b-1 under the Investment Company Act of 1940, the Fund pays the Distributor ongoing account maintenance and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the shares as follows:

	Account			Distribution
	Maintenance Fee			Fee
Class B		25	%		65	%
Class C		25	%		65	%
Class D		25	%		—

Pursuant to a sub-agreement with the Distributor, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), a subsidiary of ML & Co., also provides account maintenance and distribution services to the Fund. The ongoing account maintenance fee compensates the Distributor and MLPF&S for providing account maintenance services to Class B, Class C and Class D shareholders. The ongoing distribution fee compensates the Distributor and MLPF&S for providing shareholder and distribution-related services to Class B and Class C shareholders.

Financial Data Services, Inc. (“FDS”), an indirect, wholly-owned subsidiary of ML & Co., is the Fund’s transfer agent.

Certain officers and/or directors of the Company are officers and/or directors of FAM, PSI, FAMD, FDS, and/or ML & Co.

3.     Investments:

Increases and decreases in the Fund’s investment in the Portfolio for the six months ended December 31, 2001 were $91,975,836 and $8,534,652, respectively.

4.     Capital Share Transactions:

Net increase in net assets derived from capital share transactions was $85,532,885 and $11,145,146 for the six months ended December 31, 2001 and for the period October 6, 2000 to June 30, 2001, respectively.

Transactions in capital shares for each class were as follows:

Class A Shares for the Six Months				Dollar
Ended December 31, 2001	Shares			Amount
Shares sold		1,132,477		$	11,721,850
Shares issued to shareholders in reinvestment of dividends and distributions		3,140			32,332
Total issued		1,135,617			11,754,182
Shares redeemed		(115,045	)		(1,187,283	)
Net increase		1,020,572		$	10,566,899

Class A Shares for the Period				Dollar
October 6, 2000† to June 30, 2001	Shares			Amount
Shares sold		173,151		$	1,762,124
Shares issued to shareholders in reinvestment of dividends		843			8,592
Total issued		173,994			1,770,716
Shares redeemed		(61,970	)		(632,464	)
Net increase		112,024		$	1,138,252

† Prior to October 6, 2000 (commencement of operations), the Fund issued 1,250 shares to FAM for $12,500.

Class B Shares for the Six Months				Dollar
Ended December 31, 2001	Shares			Amount
Shares sold		2,894,389		$	29,778,350
Shares issued to shareholders in reinvestment of dividends and distributions		13,362			137,172
Total issued		2,907,751			29,915,522
Automatic conversion of shares		(601	)		(6,170	)
Shares redeemed		(253,035	)		(2,607,673	)
Net increase		2,654,115		$	27,301,679

Class B Shares for the Period				Dollar
October 6, 2000† to June 30, 2001	Shares			Amount
Shares sold		505,950		$	5,157,989
Shares issued to shareholders in reinvestment of dividends		535			5,433
Total issued		506,485			5,163,422
Shares redeemed		(14,947	)		(152,061	)
Net increase		491,538		$	5,011,361

† Prior to October 6, 2000 (commencement of operations), the Fund issued 1,250 shares to FAM for $12,500.

11

Merrill Lynch Low Duration Fund, December 31, 2001

NOTES TO FINANCIAL STATEMENTS (concluded)

MERRILL LYNCH LOW DURATION FUND

Class C Shares for the Six Months				Dollar
Ended December 31, 2001	Shares			Amount
Shares sold		4,231,596		$	43,564,607
Shares issued to shareholders in reinvestment of dividends and distributions		30,481			312,808
Total issued		4,262,077			43,877,415
Shares redeemed		(225,786	)		(2,328,625	)
Net increase		4,036,291		$	41,548,790

Class C Shares for the Period				Dollar
October 6, 2000† to June 30, 2001	Shares			Amount
Shares sold		469,684		$	4,778,403
Shares issued to shareholders in reinvestment of dividends		2,917			29,619
Total issued		472,601			4,808,022
Shares redeemed		(6,688	)		(68,624	)
Net increase		465,913		$	4,739,398

† Prior to October 6, 2000 (commencement of operations), the Fund issued 1,250 shares to FAM for $12,500.

Class D Shares for the Six Months				Dollar
Ended December 31, 2001	Shares			Amount
Shares sold		615,300		$	6,344,663
Automatic conversion of shares		600			6,170
Shares issued to shareholders in reinvestment of dividends and distributions		3,641			37,444
Total issued		619,541			6,388,277
Shares redeemed		(26,495	)		(272,760	)
Net increase		593,046		$	6,115,517

Class D Shares for the Period				Dollar
October 6, 2000† to June 30, 2001	Shares			Amount
Shares sold		27,985		$	286,064
Shares issued to shareholders in reinvestment of dividends		169			1,725
Total issued		28,154			287,789
Shares redeemed		(3,104	)		(31,654	)
Net increase		25,050		$	256,135

† Prior to October 6, 2000 (commencement of operations), the Fund issued 1,250 shares to FAM for $12,500.

12

SCHEDULE OF INVESTMENTS (in US dollars)

	Low Duration Master Portfolio
		Face
	Industries	Amount		Investments		Value
CORPORATE BONDS & NOTES--41.1%	Airlines--0.0%	$	150,000	Delta Airlines, 9.90% due 1/02/2002		$	150,000
	Banks--7.1%		5,000,000	Bank of America Corporation, 4.75% due 10/15/2006			4,894,400
			5,000,000	First Security Corporation—Delaware, 5.875% due 11/01/2003			5,206,700
			5,000,000	US Bancorp, 6.875% due 12/01/2004			5,322,050
			6,500,000	Wells Fargo Company, 6.625% due 7/15/2004			6,879,340
							22,302,490
	Cable Television Services--1.0%		2,940,000	Comcast Cable Communications, 6.375% due 1/30/2006			3,024,407
	Defense--1.1%		3,240,000	Litton Industries Inc., 6.05% due 4/15/2003			3,313,548
	Electric--Integrated--0.3%		1,000,000	Americana Electric Power, 5.50% due 5/15/2003			1,010,970
	Electronics Distribution--0.6%		2,000,000	Detroit Edison Company, 5.05% due 10/01/2005			1,980,316
	Financial Services--20.3%		5,000,000	Associates Corp. NA, 5.75% due 11/01/2003			5,206,350
			4,475,000	Bear Stearns Companies Inc., 6.15% due 3/02/2004			4,615,738
			3,100,000	CIT Group Inc., 5.625% due 5/17/2004			3,187,265
			1,425,000	Citigroup Inc., 5.70% due 2/06/2004			1,479,079
				Countrywide Home Loan:
			1,600,000		5.25% due 5/22/2003		1,639,968
			2,400,000		5.25% due 6/15/2004		2,445,816
			1,450,000	Donaldson, Lufkin & Jenrette Inc., 6.875% due 11/01/2005			1,536,551
				Ford Motor Credit Company:
			5,750,000		5.75% due 2/23/2004		5,754,197
			4,400,000		7.60% due 8/01/2005		4,526,104
				General Motors Acceptance Corp.:
			5,000,000		7.625% due 6/15/2004		5,288,200
			4,000,000		6.85% due 6/17/2004		4,158,960
			5,700,000	Household Financial Corporation, 6.50% due 1/24/2006			5,860,113
			5,000,000	International Lease Finance Corporation, 5.50% due 6/07/2004			5,049,600
			5,000,000	Lehman Brothers Holdings, Inc., 6.625% due 4/01/2004			5,266,750

13

Merrill Lynch Low Duration Fund, December 31, 2001

SCHEDULE OF INVESTMENTS (continued) (in US dollars)

	Low Duration Master Portfolio
		Face
	Industries	Amount		Investments		Value
CORPORATE BONDS & NOTES (concluded)	Financial Services (concluded)			Pemex Finance Ltd.:
		$	360,000		9.14% due 8/15/2004	$	375,667
			3,421,250		8.45% due 2/15/2007		3,591,697
			3,350,000	Salomon Inc., 6.75% due 8/15/2003			3,533,144
							63,515,199
	Foods--0.4%		1,200,000	Conagra Inc., 7.40% due 9/15/2004			1,284,828
	Insurance--1.2%		3,500,000	Marsh & McLennan Companies Inc., 6.625% due 6/15/2004			3,694,600
	Manufacturing--0.6%		1,725,000	Bombardier Capital Ltd., 6% due 1/15/2002 (c)			1,726,646
	Oil--Integrated--3.1%		2,400,000	Ashland Inc., 2.581% due 3/07/2003 (a)			2,362,378
			5,250,000	Occidental Petroleum Corp. (MOPPRS), 6.40% due 4/01/2003 (a)			5,367,863
			2,000,000	Williams Companies Inc., 6.20% due 8/01/2002			2,024,840
							9,755,081
	Pipelines--0.6%		1,850,000	Mapco Inc., 8.70% due 5/15/2002			1,888,702
	Real Estate Investment Trust--0.3%		1,000,000	Avalonbay Communities, 6.58% due 2/15/2004			1,011,670
	Telecommunications--1.7%		5,000,000	WorldCom, Inc., 7.55% due 4/01/2004			5,244,050
	Telephone--1.6%		5,000,000	Qwest Capital Funding, 5.875% due 8/03/2004			4,949,485
	Trucking & Leasing--1.2%		3,650,000	Amerco, 8.80% due 2/04/2005			3,741,688
				Total Corporate Bonds & Notes (Cost—$127,628,962)			128,593,680
GOVERNMENT AGENCY MORTGAGE-BACKED SECURITIES**-- 2.9%	Collateralized Mortgage Obligations--2.9%			Fannie Mae:
			712,102		1993-6 S, 19.495% due 1/25/2008 (a)		845,954
			30,000		1994-60 D, 7% due 4/25/2024		30,106
			87,818		1997-59 SU, 11.119% due 9/25/2023 (a)		87,841
			2,750,000		G94-9 PH, 6.50% due 9/17/2021		2,857,552
				Freddie Mac:
			653,042		1241 J, 7% due 9/15/2021		657,229
			142,184		1564-SB, 10.66% due 8/15/2008 (a)		143,785
			71,000		1617-D, 6.50% due 11/15/2023		68,283
			267,806		2295-SJ, 19.189% due 3/15/2031 (a)		274,034
			4,000,000	Government National Mortgage Association, 2001-7 TV, 6% due 2/20/2025			4,090,000
							9,054,784
	Stripped Mortgage-Backed Securities--0.0%			Fannie Mae (b):
			14,370		1993-72 J, 6.50% due 12/25/2006		75
			395,033		1998-48 CL, 6.50% due 8/25/2028		32,722
							32,797
				Total Government Agency Mortgage-Backed Securities (Cost—$8,860,395)			9,087,581

14

Merrill Lynch Low Duration Fund, December 31, 2001

SCHEDULE OF INVESTMENTS (continued) (in US dollars)

	Low Duration Master Portfolio
		Face
	Industries	Amount		Investments		Value
GOVERNMENT AGENCY OBLIGATIONS-- 14.7%			2,219,671	Fannie Mae, 6% due 10/25/2013			2,275,385
			9,280,000	Federal Farm Credit Bank, 5.15% due 3/05/2004			9,597,562
			10,900,000	Federal Home Loan Bank, 5.125% due 1/13/2003			11,177,623
				Freddie Mac:
			20,000,000		3.25% due 12/15/2003		19,990,600
			2,980,718		6% due 11/15/2021		3,023,163
				Total Government Agency Obligations (Cost—$45,477,277)			46,064,333
ASSET-BACKED SECURITIES--22.9%			5,000,000	ARNC Auto Owner Trust, 2001-A A3, 3.76% due 10/17/2005			5,026,925
			1,699,639	Asset-Backed Funding Certificates, 1999-1 A2F, 7.641% due 10/25/2030			1,778,877
			2,794,854	Banc of America Commercial Mortgage Inc., 2000-1 A1A, 7.109% due 11/15/2008			2,964,885
			204,829	CPS Auto Trust, 1998-1 A, 6% due 8/15/2003			204,664
				Centex Home Equity:
			3,296,000		2001-B A2, 5.35% due 10/25/2022		3,353,680
			4,000,000		2001-C A2, 3.94% due 2/25/2025		3,980,549
			1,612,611	CityScape Home Equity Loan Trust, 1996-4 A10, 7.40% due 9/25/2027			1,681,683
			583,062	Countrywide Home Equity Loan Trust, 1999-A, 2.14% due 4/15/2025 (a)			583,066
			5,000,000	Daimler Chrysler Auto Trust, 2001-D A4, 3.78% due 2/06/2007			4,894,733
				Duck Auto Grantor Trust:
			2,003,053		2000-B A, 7.26% due 5/15/2005		2,023,396
			744,043		2001-B A, 4.737% due 10/17/2005		756,249
			2,521,619	First Union-Lehman Brothers Commercial Mortgage, 1997-C1 A1, 7.15% due 4/18/2029			2,610,983
			1,200,766	First Union NB-Bank of America Commercial Mortgage Trust, 2001-C1 A1, 5.711% due 3/15/2033			1,179,565
			4,427,739	GS Mortgage Securities Corporation II, 1998-C1 A1, 6.06% due 10/18/2030			4,569,146
			1,156,306	Green Tree Recreational, Equipment & Consumer Trust, 1996-C A1, 2.136% due 10/15/2017			1,157,243
			2,500,000	Harley-Davidson Motorcycle Trust, 2001-2 A2, 4.72% due 6/15/2009			2,535,408
			2,250,000	IndyMac Home Equity Loan Asset-Backed Trust, 2001-B AF3, 5.692% due 3/25/2027 (a)			2,291,836
			5,000,000	John Deere Owner Trust, 2001-A A3, 3.26% due 10/17/2005			4,968,201
			2,590,000	M & I Auto Loan Trust, 2001-1 A4, 4.97% due 3/20/2007			2,625,309
			2,750,000	Nomura Asset Securities Corporation, 1995-MD3 A1B, 8.15% due 3/04/2020			2,977,080
			6,595,000	PSE&G Transition Funding LLC, 2001-1 A2, 5.74% due 3/15/2007			6,854,108
				Resolution Trust Corporation:
			5,517,423		1994-C1 E, 8% due 6/25/2026		5,492,675
			1,633,229		1994-C1 F, 8% due 6/25/2026		1,625,902
			3,527,996		1994-C2 G, 8% due 4/25/2025		3,510,356
			2,000,000	USAA Auto Owner Trust, 2001-2 A3, 3.20% due 2/15/2006			1,985,846
				Total Asset-Backed Securities (Cost—$66,018,169)			71,632,365

15

Merrill Lynch Low Duration Fund, December 31, 2001

SCHEDULE OF INVESTMENTS (continued) (in US dollars)

	Low Duration Master Portfolio (concluded)
		Face
		Amount			Investments			Value
NON-AGENCY MORTGAGE-BACKED SECURITIES--15.0%	Non-Agency Mortgage- Backed Securities--14.6%	$	315,324		Advanta Mortgage Loan Trust, 1998-2 A17, 6.05% due 9/25/2018		$	321,688
					Bank of America Mortgage Securities:
			2,914,822			2000-A A1, 6.948% due 1/25/2031 (a)		2,973,119
			3,950,000			2001-B A2, 6.069% due 6/25/2031		3,979,625
			406,176		Blackrock Capital Finance LP, 1997-R2 AP, 9.529% due 12/25/2035 (a)			426,421
					CS First Boston Mortgage Securities Corporation:
			9,329,959			1995-WF1 AX, 1.338% due 12/21/2027 (a)(b)		141,951
			5,000,000			2001-CK6 A1, 4.393% due 7/15/2006		5,000,000
			5,063,762		Chase Commercial Mortgage Securities Corporation, 1998-2 A1, 6.025% due 11/18/2030			5,211,754
			1,626,891		Chase Mortgage Finance Corporation, 1998-S4 A3, 6.55% due 8/25/2028			1,651,066
			526,164		Citicorp Mortgage Securities, Inc., 1994-4 A6, 6% due 2/25/2009			533,830
			4,000		Countrywide Funding Corp., 1994-17 A9, 8% due 7/25/2024			4,193
					Countrywide Home Loans:
			49,064			1998-3 A1, 6.80% due 4/25/2028		49,490
			1,691,553			2000-1 A1, 7.50% due 2/25/2030		1,703,343
			8,138		Equicon Home Equity Loan Trust, 1994-2 A7, 2.65% due 11/18/2025 (a)			8,139
			5,984,000		GE Capital Mortgage Services, Inc., 1996-5 A4, 6.75% due 3/25/2011			6,111,638
			146,536		Housing Securities Inc., 1994-2 B1, 6.50% due 7/25/2009			111,230
			1,444,336		Ocwen Residential MBS Corporation, 1998-R2 AP, 7.777% due 11/25/2034 (a)			1,427,636
			607,522		PNC Mortgage Securities Corp., 1997-3 1A5, 7% due 5/25/2027			606,933
			51,770		Prudential Home Mortgage Securities, 1993-36 A10, 7.25% due 10/25/2023			51,826
					Residential Funding Mortgage Securities I:
			8,215,392			2001-S15 A8, 6% due 7/25/2031		8,281,691
			4,625,956			2001-S24 A8, 5.50% due 10/25/2031		4,590,752
			46,510		Residential Funding Mortgage Securities Inc., 1993-S9 A8, 17.063% due 2/25/2008 (a)			52,517
			151,183		Salomon Brothers Mortgage Securities VI, 1986-1 A, 6% due 12/25/2011			152,315
					Structured Mortgage Asset Residential Trust:
			20,759			1991-1H, 8.25% due 6/25/2022		21,773
			48,221			1992-3A AA, 8% due 10/25/2007		50,421
			34,571			1993-5A AA, 10.191% due 6/25/2024 (a)		38,397
			418,868		Walsh Acceptance, 1997-2 A, 2.93% due 3/01/2027 (a)			251,321
			1,900,000		Washington Mutual, 2000-1 B1, 5.93% due 1/25/2040 (a)			1,866,453
								45,619,522
	Pass-Through Securities--0.0%		170,294	Citicorp Mortgage Securities, Inc., 1989-8 A1, 10.50% due 6/25/2019				186,746
	Stripped Mortgage-Backed Securities--0.4%		37,040,250	Asset Securitization Corporation, 1997-D5 ACS1, 2.091% due 2/14/2043 (a)(b)				377,381
			16,200,000	Saxon Asset Securities Trust, 2000-2 AIO, 6% due 7/25/2030 (b)				784,688
								1,162,069
				Total Non-Agency Mortgage-Backed Securities (Cost—$52,783,732)				46,968,337

16

Merrill Lynch Low Duration Fund, December 31, 2001

SCHEDULE OF INVESTMENTS (concluded) (in US dollars)

		Shares
		Held
PREFERRED STOCK--0.3%			1,500	Home Ownership Funding 2		1,031,156
				Total Preferred Stock (Cost—$1,500,000)		1,031,156
		Face
		Amount
US TREASURY OBLIGATIONS--2.1%		$	6,300,000	US Treasury Notes, 4.75% due 2/15/2004		6,504,750
				Total US Treasury Obligations (Cost—$6,316,816)		6,504,750
SHORT-TERM INVESTMENTS--1.3%	Commercial Paper*--1.3%		3,944,000	Textron Finance Corporation, 2.30% due 1/11/2002		3,941,766
				Total Short-Term Investments (Cost—$3,941,766)		3,941,766
				Total Investments (Cost—$312,527,117)—100.3%		313,823,968
				Time Deposit—0.1%***		142,239
				Liabilities in Excess of Other Assets—(0.4%)		(1,106,792	)
				Net Assets—100.0%	$	312,859,415

(a)	Floating rate note.
(b)	Represents the interest only portion of a mortgage-backed obligation.
(c)	The security may be offered and sold to “qualified institutional buyers” under Rule 144A of the Securities Act of 1933.
*	Commercial Paper is traded on a discount basis; the interest rate shown reflects the discount rate paid at the time of purchase by the Portfolio.
**	Mortgage-Backed Securities are subject to principal paydowns as a result of prepayments or refinancings of the underlying instruments. As a result, the average life may be substantially less than the original maturity.
***	Time deposit bears interest at 0.55% and matures on 1/02/2002.

See Notes to Financial Statements.

17

Merrill Lynch Low Duration Fund, December 31, 2001

STATEMENT OF ASSETS AND LIABILITIES

LOW DURATION MASTER PORTFOLIO

As of December 31, 2001
Assets:
		Investments, at value (identified cost—$312,527,117)				$	313,823,968
		Time deposit					142,239
		Cash					418
		Receivables:
			Interest	$	3,419,112
			Contributions		1,781,392
			Paydowns		342,522		5,543,026
		Prepaid expenses and other assets					608,682
		Total assets					320,118,333
Liabilities:
		Payables:
			Withdrawals		7,178,967
			Investment adviser		55,503		7,234,470
		Accrued expenses					24,448
		Total liabilities					7,258,918
Net Assets:
		Net assets				$	312,859,415
Net Assets Consist of:
	Investors’ capital					$	311,562,564
	Unrealized appreciation on investments—net						1,296,851
		Net assets				$	312,859,415

See Notes to Financial Statements.

18

STATEMENT OF OPERATIONS

LOW DURATION MASTER PORTFOLIO

For the Six Months Ended December 31, 2001
Investment Income:
	Interest			$	8,985,178
	Dividends				150,608
	Total income				9,135,786
Expenses:
	Investment advisory fees	$	325,630
	Accounting services		99,991
	Professional fees		24,716
	Trustees’ fees and expenses		10,716
	Custodian fees		9,870
	Pricing fees		8,220
	Offering costs		841
	Other		7,066
	Total expenses				487,050
	Investment income—net				8,648,736
Realized & Unrealized Gain on Investments — Net
	Realized gain from investments—net				1,362,938
	Change in unrealized appreciation on investments—net				897,601
	Net Increase in Net Assets Resulting from Operations			$	10,909,275

See Notes to Financial Statements.

19

Merrill Lynch Low Duration Fund, December 31, 2001

STATEMENTS OF CHANGES IN NET ASSETS

LOW DURATION MASTER PORTFOLIO

		For the Six			For the Period
		Months Ended			October 6,
		December 31,			2000† to
Increase (Decrease) in Net Assets:		2001			June 30, 2001
Operations:
	Investment income—net	$	8,648,736		$	15,857,263
	Realized gain (loss) on investments—net		1,362,938			(3,356,685	)
	Change in unrealized appreciation/depreciation on investments—net		897,601			5,905,623
	Net increase in net assets resulting from operations		10,909,275			18,406,201
Capital Transactions:
	Proceeds from contributions		232,998,050			745,455,292
	Fair value of withdrawals		(236,562,085	)		(458,397,418	)
	Net increase (decrease) in net assets derived from net capital transactions		(3,564,035	)		287,057,874
Net Assets:
	Total increase in net assets		7,345,240			305,464,075
	Beginning of period		305,514,175			50,100
	End of period	$	312,859,415		$	305,514,175

† Commencement of operations.

See Notes to Financial Statements.

20

FINANCIAL HIGHLIGHTS

LOW DURATION MASTER PORTFOLIO

		For the Six			For the Period
		Months Ended			October 6,
The following ratios have been derived from		December 31,			2000† to
information provided in the financial statements.		2001			June 30, 2001
Net Assets:
Ratios to Average
	Expenses		.31	%*		.30	%*
	Investment income—net		5.58	%*		6.78	%*
Supplemental Data:
	Net assets, end of period (in thousands)	$	312,859		$	305,514
	Portfolio turnover		44.19	%		192.04	%

•	Annualized.
†	Commencement of operations.

See Notes to Financial Statements.

21

Merrill Lynch Low Duration Fund, December 31, 2001

NOTES TO FINANCIAL STATEMENTS

LOW DURATION MASTER PORTFOLIO

         1.     Significant Accounting Policies:

Low Duration Master Portfolio (“the “Portfolio”) is a fund of Fund Asset Management Master Trust (the “Master Trust”). The Master Trust is registered under the Investment Company Act of 1940 and is organized as a Delaware business trust. The Declaration of Trust permits the Trustees to issue nontransferable interests in the Portfolio, subject to certain limitations. These unaudited financial statements reflect all adjustments, which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. All such adjustments are of a normal, recurring nature. The Portfolio’s financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require the use of management accruals and estimates. The following is a summary of significant accounting policies followed by the Portfolio.

(a)  Valuation of investments—Portfolio securities that are traded on stock exchanges are valued at the last sale price on the exchange on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price. Securities that are traded in the over-the-counter market are valued at the last available bid price prior to the time of valuation. In cases where securities are traded on more than one exchange, the securities are valued on the exchange designated by or under the authority of the Board of Trustees as the primary market. Securities that are traded both in the over-the-counter market and on a stock exchange are valued according to the broadest and most representative market. Short-term securities are valued at amortized cost, which approximates market value. Other investments, including futures contracts and related options, are stated at market value. Securities and assets for which market quotations are not readily available are valued at fair market value, as determined in good faith by or under the direction of the Master Trust’s Board of Trustees.

(b)  Derivative financial instruments—The Portfolio may engage in various portfolio investment techniques to increase or decrease the level of risk to which the Portfolio is exposed more quickly and efficiently than transactions in other types of investments. Losses may arise due to changes in the value of the contract or if the counterparty does not perform under the contract.

•     Financial futures contracts—The Portfolio may purchase or sell financial futures contracts and options on such futures contracts for the purpose of hedging the market risk on existing securities or the intended purchase of securities. Futures contracts are contracts for delayed delivery of securities at a specific future date and at a specific price or yield. Upon entering into a contract, the Portfolio deposits and maintains as collateral such initial margin as required by the exchange on which the transaction is effected. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

(c)  Income taxes—The Portfolio is classified as a partnership for Federal income tax purposes. As such, each investor in the Portfolio is treated as owner of its proportionate share of the net assets, income, expenses and realized and unrealized gains and losses of the Portfolio. Accordingly, as a “pass through” entity, the Portfolio pays no income dividends or capital gains distributions. Therefore, no Federal income tax provision is required. It is intended that the Portfolio’s assets will be managed so an investor in the Portfolio can satisfy the requirements of subchapter M of the Internal Revenue Code.

22

Merrill Lynch Low Duration Fund, December 31, 2001

(d)  Security transactions and investment income—Security transactions are accounted for on the date the securities are purchased or sold (the trade dates). Realized gains and losses on security transactions are determined on the identified cost basis. Interest income (including amortization of premium and discount) is recognized on the accrual basis.

2.     Investment Advisory Agreement and Transactions with Affiliates:

The Master Trust has entered into an Investment Advisory Agreement for the Portfolio with Fund Asset Management, L.P. (“FAM”). The general partner of FAM is Princeton Services, Inc. (“PSI”), an indirect, wholly-owned subsidiary of Merrill Lynch & Co., Inc. (“ML & Co.”), which is the limited partner.

FAM is responsible for the management of the Portfolio’s investments and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of the Portfolio. For such services, the Portfolio pays a monthly fee based upon the average daily value of the Portfolio’s net assets at the annual rate of 0.21%.

For the six months ended December 31, 2001, the Portfolio reimbursed FAM $10,197 for certain accounting services.

Certain officers and/or trustees of the Master Trust are officers and/or directors of FAM, PSI, and/or ML & Co.

3.     Investments:

Purchases and sales of investments, excluding short-term securities, for the six months ended December 31, 2001 were $153,260,103 and $126,821,496, respectively.

Net realized gains (losses) for the six months ended December 31, 2001 and net unrealized gains as of December 31, 2001 were as follows:

	Realized			Unrealized
	Gains (Losses)			Gains
Long-term investments	$	1,323,712		$	1,296,851
Short-term investments		(336	)		—
Financial futures contracts		39,562			—
Total investments	$	1,362,938		$	1,296,851

As of December 31, 2001, net unrealized appreciation for Federal income tax purposes aggregated $1,296,851, of which $3,603,900 related to appreciated securities and $2,307,049 related to depreciated securities. At December 31, 2001, the aggregate cost of investments for Federal income tax purposes was $312,527,117.

4.     Short-Term Borrowings:

The Master Trust on behalf of the Portfolio, along with certain other funds managed by FAM and its affiliates, is a party to a $1,000,000,000 credit agreement with Bank One, N.A. and certain other lenders. The Portfolio may borrow under the credit agreement to fund partner withdrawals and for other lawful purposes other than for leverage. The Portfolio may borrow up to the maximum amount allowable under the Portfolio’s current prospectus and statement of additional information, subject to various other legal, regulatory or contractual limits. The Portfolio pays a commitment fee of .09% per annum based on the Portfolio’s pro rata share of the unused portion of the credit agreement. Amounts borrowed under the credit agreement bear interest at a rate equal to, at each fund’s election, the Federal Funds rate plus .50% or a base rate as determined by Bank One, N.A. On November 30, 2001, the credit agreement was renewed for one year under the same terms. The Portfolio did not borrow under the credit agreement during the six months ended December 31, 2001.

23 EX-99.17.F 11 y57249a1ex99-17_f.htm ANNUAL REPORT

Exhibit 17(f)

MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

Plan of Reorganization

The Board of Directors of the Fund approved an Agreement and Plan of Reorganization providing that Merrill Lynch Low Duration Fund (“Low Duration Fund”), a series of Merrill Lynch Investment Managers Funds, Inc., will acquire substantially all of the assets and assume substantially all of the liabilities of the Fund in exchange for newly issued shares of common stock of Low Duration Fund. After the completion of this transaction, the Fund will be dissolved and will terminate its registration as an investment company under the Investment Company Act of 1940, as amended.

If the Reorganization takes place, Fund stockholders will be entitled to receive the same class of shares of Low Duration Fund (i.e., Class A, Class B, Class C or Class D) as such stockholder held in the Fund immediately prior to the Reorganization. The distribution fees for Class B and Class C shares of Low Duration Fund are higher than the corresponding fees for the Fund’s shares. However, the lower total operating expense of Low Duration Fund after the Reorganization are expected to offset higher fees.

A special meeting of the stockholders of the Fund to consider the Reorganization has been called for April 25, 2002. The record date for determining the stockholders of the Fund entitled to receive notice of and to vote at such meeting is February 28, 2002. If all of the requisite approvals are obtained, it is anticipated that the Reorganization will take place in the second calendar quarter of 2002.

Merrill Lynch Short-Term Global Income Fund, Inc., December 31, 2001

DEAR SHAREHOLDER

Fiscal Year in Review

International fixed-income yields moved lower for much of the year driven by the slowdown in US economic activity. Surprisingly, the exceptionally aggressive stance adopted by the Federal Reserve Board, as it cut interest rates throughout the year, produced only a very limited decline in long-term yields. The entire decline in bond yields was concentrated at the short end of the maturity spectrum, leading to a substantial steepening of the yield curve.

The action of the Federal Reserve Board was a dominant factor in terms of how other central banks responded. With the US leading the way, we concentrated the Fund’s assets in the United States, focusing on short-dated high-quality (AAA and AA) bonds. There was limited exposure to European, Canadian, Australian, South African and Polish bonds during the year. It was very difficult to significantly improve the Fund’s level of current income without exposure to considerable currency risks, which had the potential to undermine the increased level of income.

Given our outlook that the US dollar would strengthen against most currencies, or certainly not weaken, we adopted a very conservative approach to currency management. We maintained the Fund close to 100% exposure to the US dollar, on a currency basis for much of the year, with exposure out of the dollar being very limited because of the tendency for the US dollar to appreciate.

Despite being long duration for much of the time, performance was adversely affected by the rapid retracement in two-year — three-year US bond yields during November and December 2001. This correction reduced the level of performance that was attained previously.

For the year ended December 31, 2001, the Fund’s Class A, Class B, Class C and Class D Shares had total returns of +3.89%, +3.05%, +2.90% and +3.50%, respectively. For the year ended December 31, 2001, the Fund’s unmanaged benchmarks, the Salomon Brothers World Government One — Three year Bond Index and the Merrill Lynch Global Government Bond Index had total returns of +6.31% and +2.00%, respectively. The Fund also modestly underperformed the unmanaged Salomon Smith Barney Three-Month Eurodeposit Index (in US dollar terms), which had a return of +4.41% for the same 12-month period. (Fund results shown do not reflect sales charges and would be lower if sales charges were included. Complete performance information can be found on pages 5 — 7 of this report.)

In addition, from at least 1998 and continuing until 2001, the Fund benefited from certain foreign exchange transactions that positively affected the Fund’s performance. For the three-year period ended December 31, 2001, the impact of these foreign exchange transactions on the Fund’s performance was an approximate aggregate increase of +3.55% for Class A Shares, +3.66% for Class B Shares, +3.72% for Class C Shares and +3.78% for Class D Shares. It is not expected that foreign exchange transactions will benefit the Fund to this extent in the future.

Market Review
North America

Throughout the period, the Federal Reserve Board continued its policy of reducing interest rates, reacting to the slowdown in economic activity and the shocking events of September 11, 2001. During the last six months, three-month interest rates were reduced from 3.5% to 1.75%, the lowest level in 40 years. With third-quarter gross domestic product growth shrinking 1.3%, consumer-spending contracting and unemployment rising to 5.7%, US Government officials obviously were concerned with averting a prolonged recession. As a result of the acceleration in easing of monetary policy by the Federal Reserve Board, US two-year yields fell from 4.25% at the start of the third quarter of 2001, to a low point of 2.3% in November, before correcting to 3.02% at the end of December 2001.

Europe

In the Eurozone, the European Central Bank (ECB) followed the Federal Reserve Board, although its actions throughout the year were somewhat harder to predict. Growth in Europe was adversely affected by events in the United States, but at the same time inflation remained

2

Merrill Lynch Short-Term Global Income Fund, Inc., December 31, 2001

stubbornly high, only peaking and turning lower in the second half of 2001. Interest rates were reduced from 4.5% to 3.25%, as the consumer price index fell from 3.4% to 2.1% and as Eurozone growth fell to 1.3% in the third quarter. Much of the inflationary decline was because of falling energy prices, while gross domestic product was affected by the poor performance of the German economy. German government two-year yields fell and rose in line with those of the United States, although the magnitude was smaller; 4.35% at the end of the second quarter of 2001, down to 2.96%, closing the year at 3.62%.

Pacific Basin

The Japanese yield curve steepened, with weakness occurring at the long end of the curve. The Japanese market differed from other major markets as it suffered from very little volatility and a relatively small rise in yields during the period. The last six months was dominated by concerns about future issuance and a breach in Prime Minister Koizumi’s promised debt cap of 30 trillion yen. These fears diminished to some extent in December 2001 when it was announced that the “shadow budget” would be cut by 17.7% in 2002, the lowest level seen in 13 years. At the beginning of December, Moody’s Investors Service downgraded Japanese sovereign debt from Aa2 to Aa3, following downgrades by Standard & Poor’s, Inc. and Fitch, Inc. from AA+ to AA at the end of November 2001. Therefore, Japanese two-year government yields were held in a 0.06% — 0.16% range.

The big story of the last six months in the currency markets was the yen. After appreciating to YEN 115.83 at the time of the September crisis, it weakened to YEN 132 at year end, a decline of 13.9%. Much of this decline took place once the currency broke through the technical barrier of YEN 126 in early December, with the Japanese authorities tacitly condoning a weaker currency in order to boost exports. This move helped the euro/yen to strengthen, exceeding its highs earlier in the year of 113.69, to close at 117.14. However, the euro struggled against the dollar through the year and was confined to a trading range of 0.88 - - 0.92 much of the time.

Economic Outlook

The degree to which the Federal Reserve Board eased interest rates throughout the year exceeded all market forecasts. With the Federal Funds rate at 1.75%, investors currently do not believe there is further need or chance that interest rates will fall further. On a notional basis this is understandable, but should core inflation fall, then the Federal Reserve Board could reasonably target a real Federal Funds rate of zero, and in a deflationary environment, a Federal Funds rate as low as 0.5% is possible.

However, our preferred outlook is that the economic recovery is building and that the Federal Reserve Board might cut interest rates once more, but this will not allow US bonds to rally significantly. We expect the spread between cash rates and two-year bonds will hold toward current levels, as investors anticipate a turn in Federal Reserve Board policy later in 2002.

Turning to Europe, we believe inflation is likely to fall further, as a result of base effects and falling energy prices. This should provide room for the ECB to cut interest rates in response to sluggish growth. Finally, we see no change in policy from the Bank of Japan, which means the risk is toward a steeper yield curve should the supply of bonds exceed the stated cap.

Currency Outlook

The market expectation for much of last year was one of euro strength and yen weakness and half of this proved to be correct with the yen depreciating. Expectations are similarly biased this year. We believe that the Japanese authorities would like to see the yen weaken further relative to the US dollar, providing greater scope for exporters. The outlook regarding the euro is more mixed. Its performance will be determined more by the development of the US economy. A stronger-than-expected recovery will lead to a strong dollar and, conversely, to a weak euro. Thus, in general, we favor dollar strength.

Investment Outlook

Given the Fund’s objective to provide a high level of current income and since our outlook is for little change in US monetary policy for the first

3

Merrill Lynch Short-Term Global Income Fund, Inc., December 31, 2001

half of 2002, we are maintaining positions in high-quality, short-term securities. However, the issue of contention is that even though short-dated US bonds appear attractive on a relative yield basis, the market will be subject to a high degree of volatility. With the medium-term outlook for the US dollar to appreciate, currency exposures within the Fund will, for the majority of the time, be fully hedged back to the US dollar. We will continue to actively pursue opportunities to reduce our hedging costs, while seeking to maintain stability in the Fund’s net asset value.

In Conclusion

We thank you for your continued investment in Merrill Lynch Short-Term Global Income Fund, Inc., and we look forward to reviewing our outlook and strategy with you again in our next report to shareholders.

Sincerely,

Terry K. Glenn
President and Director

Ian Frost
Senior Vice President and
Portfolio Manager

February 7, 2002

The Fund’s transfer agency fee schedule has been amended. Under the revised schedule, the fees payable to Financial Data Services, Inc., the transfer agent for the Fund, now range from $16 to $23 per shareholder account (depending upon the level of service required) or 0.10%of account assets for certain accounts that participate in certain fee-based programs.

4

Merrill Lynch Short-Term Global Income Fund, Inc., December 31, 2001

PERFORMANCE DATA

About Fund Performance

	Investors are able to purchase shares of the Fund through the Merrill Lynch Select PricingSM System, which offers four pricing alternatives:
•	Class A Shares incur a maximum initial sales charge (front-end load) of 4% and bear no ongoing distribution or account maintenance fees. Class A Shares are available only to eligible investors, as detailed in the Fund’s prospectus. If you were a Class A shareholder prior to October 21, 1994, your Class A Shares were redesignated to Class D Shares on October 21, 1994. However, in the case of certain eligible investors, the shares were simultaneously exchanged for Class A Shares.
•	Class B Shares are subject to a maximum contingent deferred sales charge of 4% if redeemed during the first year, decreasing 1% each year thereafter to 0% after the fourth year. In addition, Class B Shares are subject to a distribution fee of 0.50% and an account maintenance fee of 0.25%. These shares automatically convert to Class D Shares after approximately 10 years. (There is no initial sales charge for automatic share conversions.)
•	Class C Shares are subject to a distribution fee of 0.55% and an account maintenance fee of 0.25%. In addition, Class C Shares are subject to a 1% contingent deferred sales charge if redeemed within one year of purchase.
•	Class D Shares incur a maximum initial sales charge of 4% and an account maintenance fee of 0.25% (but no distribution fee).
	None of the past results shown should be considered a representation of future performance. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Figures shown in the “Recent Performance Results” and “Average Annual Total Return” tables assume reinvestment of all dividends and capital gains distributions at net asset value on the payable date. Investment return and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Dividends paid to each class of shares will vary because of the different levels of account maintenance, distribution and transfer agency fees applicable to each class, which are deducted from the income available to be paid to shareholders. The Fund’s Investment Adviser voluntarily waived a portion of its management fee. Without such waiver, the Fund’s performance would have been lower.

Recent Performance Results*

10 Year/

6-Month

12-Month

Since Inception

Standardized

As of December 31, 2001

Total Return

Total Return

Total Return

30-Day Yield

ML Short-Term Global Income Fund, Inc. Class A Shares

+0.88

%

+3.89

%

+45.29

%

1.41

%

ML Short-Term Global Income Fund, Inc. Class B Shares

+0.45

+3.05

+35.57

0.62

ML Short-Term Global Income Fund, Inc. Class C Shares

+0.43

+2.90

+31.18

0.62

ML Short-Term Global Income Fund, Inc. Class D Shares

+0.61

+3.50

+42.99

1.17

* Investment results shown do not reflect sales charges; results shown would be lower if a sales charge was included. Total investment returns are based on changes in net asset values for the periods shown, and assume reinvestment of all dividends and capital gains distributions at net asset value on the payable date. The Fund’s ten-year/since inception periods are from 10/21/94 for Class A & Class C Shares and ten years for Class B & Class D Shares, respectively.

5

Merrill Lynch Short-Term Global Income Fund, Inc., December 31, 2001

PERFORMANCE DATA (concluded)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

*	Assuming maximum sales charge, transaction costs and other operating expenses, including advisory fees.
**	Commencement of operations.
†	ML Short-Term Global Income Fund, Inc. invests, under normal circumstances, in debt securities denominated in at least three different currencies, including the US dollar.
††	This unmanaged Index is comprised of global government bonds maturing in one to three years.
†††	This unmanaged Index is comprised of global government bonds maturing in one to three years hedged into US dollars. The starting date for the Index in the Class A & Class C Shares’ graph is from 10/31/94 and in the Class B &Class D Shares’ graph is from 12/31/91.

Past performance is not indicative of future results.

6

Merrill Lynch Short-Term Global Income Fund, Inc., December 31, 2001

Average Annual Total Return

	% Return Without			% Return With
	Sales Charge			Sales Charge**
Class A Shares*
One Year Ended 12/31/01		+3.89	%		-0.26	%
Five Years Ended 12/31/01		+5.27			+4.42
Inception (10/21/94) through 12/31/01		+5.33			+4.73

*	Maximum sales charge is 4%.
**	Assuming maximum sales charge.

	% Return			% Return
	Without CDSC			With CDSC**
Class B Shares*
One Year Ended 12/31/01		+3.05	%		-0.95	%
Five Years Ended 12/31/01		+4.23			+4.23
Ten Years Ended 12/31/01		+3.09			+3.09

*	Maximum contingent deferred sales charge is 4% and is reduced to 0% after four years.
**	Assuming payment of applicable contingent deferred sales charge.

	% Return			% Return
	Without CDSC			With CDSC**
Class C Shares*
One Year Ended 12/31/01		+2.90	%		+1.90	%
Five Years Ended 12/31/01		+4.22			+4.22
Inception (10/21/94) through 12/31/01		+3.84			+3.84

*	Maximum contingent deferred sales charge is 1% and is reduced to 0% after one year.
**	Assuming payment of applicable contingent deferred sales charge.

	% Return Without			% Return With
	Sales Charge			Sales Charge**
Class D Shares*
One Year Ended 12/31/01		+3.50	%		-0.64	%
Five Years Ended 12/31/01		+4.80			+3.95
Ten Years Ended 12/31/01		+3.64			+3.22

*	Maximum sales charge is 4%.
**	Assuming maximum sales charge.

7

Merrill Lynch Short-Term Global Income Fund, Inc., December 31, 2001

SCHEDULE OF INVESTMENTS (in US dollars)

	Face		Maturity			Interest						Percent of
COUNTRY	Amount		Date		Issue	Rate*				Value		Net Assets
New Zealand	NZ$	3,500,000		3/15/2002	Toyota Finance of New Zealand (2)		6.25	%		$	1,460,927		2.3	%
					Total Investments in New Zealand (Cost—$1,502,611)						1,460,927		2.3
South Africa	ZAR	5,630,000		1/22/2002	International Bank for Reconstruction and Development (2)		16.00				470,770		0.7
					Total Investments in South Africa (Cost—$767,241)						470,770		0.7
United States	US$	3,000,000		2/26/2002	Asian Development Bank (2)		5.25				3,016,020		4.6
		3,000,000		2/28/2002	Autobahn Schnell (3)		7.375				3,026,970		4.7
		3,000,000		9/26/2002	Barclays Bank PLC (2)		2.62				3,000,000		4.6
		3,000,000		6/24/2002	Bayerische Landesbank Girozentrale (2)		1.89				2,975,790		4.6
		1,282,000		7/02/2002	Beta Finance Corp. (4)		6.625				1,301,615		2.0
		3,000,000		9/17/2002	Council of Europe (2)		6.375				3,090,120		4.8
		5,000,000		2/11/2002	Dexia Municipal Agency (3)		3.50				4,990,700		7.7
		6,450,000		2/13/2004	Fannie Mae (3)		5.125				6,670,719		10.3
		2,325,000		10/04/2002	General Electric Capital Corp. (4)		6.50				2,398,621		3.7
		3,000,000		3/01/2002	Halifax Corporation (4)		4.75				2,992,020		4.6
		3,000,000		12/04/2002	International Bank for Reconstruction and Development (2)		6.00				3,095,790		4.8
		3,360,000		3/25/2002	Kingdom of Belgium (1)		6.50				3,394,272		5.2
		1,668,000		12/12/2002	Landesbank Baden-Wuerttemberg (2)		6.00				1,720,590		2.7
		3,500,000		3/19/2002	Lloyd (2)		3.80				3,500,000		5.4
		5,000,000		3/11/2002	Nederlandse Waterschapbs (3)		1.90				4,984,400		7.7
		3,000,000		12/09/2002	United Kingdom (1)		7.25				3,134,265		4.8
					Total Investments in the United States (Cost—$53,165,308)						53,291,892		82.2
	Total Investments (Cost—$55,435,160)										55,223,589		85.2
	Unrealized Appreciation on Forward Foreign Exchange Contracts**										92,354		0.1
	Other Assets Less Liabilities										9,514,527		14.7
	Net Assets								$		64,830,470		100.0%

         Corresponding industry groups for securities (percent of net assets):

(1)	Sovereign Government Obligations—10.0%.
(2)	Financial Services—34.5%.
(3)	Sovereign/Regional Government Obligations—Agency—30.4%.
(4)	Financial Company—10.3%.
*	Commercial Paper and certain US Treasury and Foreign Treasury Obligations are traded on a discount basis; the interest rates shown reflect the yield-to-maturity at the time of purchase by the Fund. Other securities bear interest at the rates shown, payable at the fixed dates or upon maturity. Interest rates on floating rate securities are adjusted periodically based on appropriate indexes; the interest rates shown are those in effect at December 31, 2001.
**	Forward foreign exchange contracts as of December 31, 2001 were as follows:

		Unrealized
Foreign	Settlement	Appreciation
Currency Sold	Date	(Depreciation)
NZ$        3,500,000	January 2002	$	(9,485	)
ZAR       6,000,000	January 2002		101,839
Total Unrealized Appreciation on Forward Foreign Exchange Contracts—Net (US$ Commitment—$2,048,561)		$	92,354

See Notes to Financial Statements.

8

STATEMENT OF ASSETS AND LIABILITIES

As of December 31, 2001
Assets:
	Investments, at value (identified cost—$55,435,160)					$	55,223,589
	Unrealized appreciation on forward foreign exchange contracts						92,354
	Cash						8,854,368
	Interest receivable						979,622
	Prepaid fees and other assets						118,533
	Total assets						65,268,466
Liabilities:
	Payables:
		Capital shares redeemed	$	260,508
		Dividends to shareholders		40,442
		Investment adviser		26,944
		Distributor		17,676			345,570
	Accrued expenses and other liabilities						92,426
	Total liabilities						437,996
Net Assets:
	Net assets					$	64,830,470
Net Assets Consist of:
	Class A Shares of Common Stock, $.10 par value, 1,000,000,000 shares authorized					$	3,709
	Class B Shares of Common Stock, $.10 par value, 1,000,000,000 shares authorized						121,629
	Class C Shares of Common Stock, $.10 par value, 300,000,000 shares authorized						5,873
	Class D Shares of Common Stock, $.10 par value, 300,000,000 shares authorized						695,439
	Paid-in capital in excess of par						67,903,827
	Undistributed investment income—net		$	753,748
	Accumulated realized capital losses on investments and foreign currency transactions—net			(4,506,196	)
	Unrealized depreciation on investments and foreign currency transactions—net			(147,559	)
	Total accumulated losses—net						(3,900,007	)
	Net assets					$	64,830,470
Net Asset Value:
	Class A—Based on net assets of $296,587 and 37,094 shares outstanding					$	8.00
	Class B—Based on net assets of $9,534,544 and 1,216,287 shares outstanding					$	7.84
	Class C—Based on net assets of $453,846 and 58,730 shares outstanding					$	7.73
	Class D—Based on net assets of $54,545,493 and 6,954,388 shares outstanding					$	7.84

See Notes to Financial Statements.

9

Merrill Lynch Short-Term Global Income Fund, Inc., December 31, 2001

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2001
Investment Income:
	Interest (net of $2,406 foreign withholding tax)					$	3,388,472
Expenses:
	Investment advisory fees		$	384,016
	Account maintenance and distribution fees—Class B			162,377
	Transfer agent fees—Class D			131,202
	Account maintenance fees—Class D			118,785
	Professional fees			109,259
	Accounting services			100,943
	Transfer agent fees—Class B			70,861
	Registration fees			68,680
	Printing and shareholder reports			52,103
	Custodian fees			20,475
	Directors’ fees and expenses			18,694
	Account maintenance and distribution fees—Class C			2,576
	Pricing fees			2,306
	Transfer agent fees—Class C			1,027
	Transfer agent fees—Class A			908
	Other			15,227
	Total expenses before reimbursement			1,259,439
	Reimbursement of expenses			(34,911	)
	Total expenses after reimbursement						1,224,528
	Investment income—net						2,163,944
Realized & Unrealized Gain (Loss) on Investments & Foreign Currency Transactions—Net:
	Realized gain (loss) on:
		Investments—net		548,120
		Foreign currency transactions—net		(1,221,030	)		(672,910	)
	Change in unrealized appreciation/depreciation on:
		Investments—net		(246,473	)
		Foreign currency transactions—net		1,118,703			872,230
	Net Increase in Net Assets Resulting from Operations					$	2,363,264

See Notes to Financial Statements.

10

Merrill Lynch Short-Term Global Income Fund, Inc., December 31, 2001

STATEMENTS OF CHANGES IN NET ASSETS

			For the Year Ended
			December 31,
Increase (Decrease) in Net Assets:			2001			2000
Operations:
	Investment income—net		$	2,163,944		$	3,976,215
	Realized gain (loss) on investments and foreign currency transactions—net			(672,910	)		1,199,963
	Change in unrealized appreciation/depreciation on investments and foreign currency transactions—net			872,230			95,268
	Net increase in net assets resulting from operations			2,363,264			5,271,446
Dividends to Shareholders:
	Investment income—net:
		Class A		(12,042	)		(3,574	)
		Class B		(669,549	)		(3,102,026	)
		Class C		(7,715	)		(3,539	)
		Class D		(1,525,580	)		(867,076	)
	Net decrease in net assets resulting from dividends to shareholders			(2,214,886	)		(3,976,215	)
Capital Share Transactions:
	Net decrease in net assets derived from capital share transactions			(8,464,615	)		(19,178,788	)
Net Assets:
	Total decrease in net assets			(8,316,237	)		(17,883,557	)
	Beginning of year			73,146,707			91,030,264
	End of year*		$	64,830,470		$	73,146,707
	*Undistributed investment income—net		$	753,748			—

See Notes to Financial Statements.

11

Merrill Lynch Short-Term Global Income Fund, Inc., December 31, 2001

FINANCIAL HIGHLIGHTS

The following per share data and ratios			Class A
have been derived from information
provided in the financial statements.			For the Year Ended December 31,
Increase (Decrease) in Net Asset Value:			2001			2000			1999			1998			1997
Per Share Operating Performance:
	Net asset value, beginning of year		$	7.98		$	7.83		$	7.80		$	7.76		$	7.89
	Investment income—net			.27			.44			.39			.38			.42
	Realized and unrealized gain (loss) on investments and foreign currency transactions—net			.03			.15			.03			.04			(.13	)
	Total from investment operations			.30			.59			.42			.42			.29
	Less dividends:
		Investment income—net		(.28	)		(.44	)		(.39	)		(.37	)		(.39	)
		Return of capital—net		—			—			—			(.01	)		(.03	)
	Total dividends			(.28	)		(.44	)		(.39	)		(.38	)		(.42	)
	Net asset value, end of year		$	8.00		$	7.98		$	7.83		$	7.80		$	7.76
Total Investment Return:*
	Based on net asset value per share			3.89	%		7.77	%		5.51	%		5.49	%		3.77	%
Ratios to Average Net Assets:
	Expenses, net of reimbursement			1.33	%		1.18	%		1.13	%		—			—
	Expenses			1.38	%		1.23	%		1.14	%		.84	%		.76	%
	Investment income—net			3.52	%		5.52	%		4.78	%		4.75	%		5.39	%
Supplemental Data:
	Net assets, end of year (in thousands)		$	297		$	202		$	60		$	7		$	18
	Portfolio turnover			268.11	%		79.69	%		67.22	%		174.18	%		287.81	%

* Total investment returns exclude the effects of sales charges.

See Notes to Financial Statements.

12

Merrill Lynch Short-Term Global Income Fund, Inc., December 31, 2001

FINANCIAL HIGHLIGHTS (continued)

The following per share data and ratios			Class B
have been derived from information
provided in the financial statements.			For the Year Ended December 31,
Increase (Decrease) in Net Asset Value:			2001			2000			1999			1998			1997
Per Share Operating Performance:
	Net asset value, beginning of year		$	7.82		$	7.69		$	7.72		$	7.69		$	7.81
	Investment income—net			.21			.37			.32			.31			.35
	Realized and unrealized gain (loss) on investments and foreign currency transactions—net			.03			.13			(.03	)		.03			(.12	)
	Total from investment operations			.24			.50			.29			.34			.23
	Less dividends:
		Investment income—net		(.22	)		(.37	)		(.32	)		(.30	)		(.32	)
		Return of capital—net		—			—			—			(.01	)		(.03	)
	Total dividends			(.22	)		(.37	)		(.32	)		(.31	)		(.35	)
	Net asset value, end of year		$	7.84		$	7.82		$	7.69		$	7.72		$	7.69
Total Investment Return:*
	Based on net asset value per share			3.05	%		6.68	%		3.87	%		4.52	%		3.08	%
Ratios to Average Net Assets:
	Expenses, net of reimbursement			2.11	%		1.94	%		1.91	%		—			—
	Expenses			2.16	%		1.99	%		1.93	%		1.65	%		1.62	%
	Investment income—net			3.02	%		4.82	%		4.17	%		3.99	%		4.59	%
Supplemental Data:
	Net assets, end of year (in thousands)		$	9,534		$	38,940		$	83,085		$	110,989		$	160,096
	Portfolio turnover			268.11	%		79.69	%		67.22	%		174.18	%		287.81	%

* Total investment returns exclude the effects of sales charges.

See Notes to Financial Statements.

13

Merrill Lynch Short-Term Global Income Fund, Inc., December 31, 2001

FINANCIAL HIGHLIGHTS (continued)

The following per share data and ratios				Class C
have been derived from information
provided in the financial statements.				For the Year Ended December 31,
Increase (Decrease) in Net Asset Value:				2001			2000			1999			1998			1997
Per Share Operating Performance:
		Net asset value, beginning of year		$	7.72		$	7.58		$	7.61		$	7.58		$	7.67
		Investment income—net			.22			.36			.30			.29			.35
		Realized and unrealized gain (loss) on investments and foreign currency transactions—net			.01			.14			(.03	)		.03			(.09	)
		Total from investment operations			.23			.50			.27			.32			.26
		Less dividends:
			Investment income—net		(.22	)		(.36	)		(.30	)		(.28	)		(.32	)
			Return of capital—net		—			—			—			(.01	)		(.03	)
	Total dividends				(.22	)		(.36	)		(.30	)		(.29	)		(.35	)
	Net asset value, end of year			$	7.73		$	7.72		$	7.58		$	7.61		$	7.58
Total Investment Return:*
		Based on net asset value per share			2.90	%		6.81	%		3.64	%		4.37	%		3.42	%
Ratios to Average Net Assets:
		Expenses, net of reimbursement			2.20	%		1.98	%		2.08	%		—			—
		Expenses			2.25	%		2.03	%		2.10	%		1.76	%		1.60	%
		Investment income—net			2.33	%		4.79	%		4.01	%		3.94	%		4.46	%
Supplemental Data:
		Net assets, end of year (in thousands)		$	454		$	48		$	14		$	17		$	344
		Portfolio turnover			268.11	%		79.69	%		67.22	%		174.18	%		287.81	%

* Total investment returns exclude the effects of sales charges.

See Notes to Financial Statements.

14

Merrill Lynch Short-Term Global Income Fund, Inc., December 31, 2001

FINANCIAL HIGHLIGHTS (concluded)

The following per share data and ratios			Class D
have been derived from information
provided in the financial statements.			For the Year Ended December 31,
Increase (Decrease) in Net Asset Value:			2001			2000			1999			1998			1997
Per Share Operating Performance:
	Net asset value, beginning of year		$	7.83		$	7.70		$	7.72		$	7.70		$	7.81
	Investment income—net			.26			.41			.37			.35			.40
	Realized and unrealized gain (loss) on investments and foreign currency transactions—net			.01			.13			(.02	)		.02			(.11	)
	Total from investment operations			.27			.54			.35			.37			.29
	Less dividends:
		Investment income—net		(.26	)		(.41	)		(.37	)		(.34	)		(.37	)
		Return of capital—net		—			—			—			(.01	)		(.03	)
	Total dividends			(.26	)		(.41	)		(.37	)		(.35	)		(.40	)
	Net asset value, end of year		$	7.84		$	7.83		$	7.70		$	7.72		$	7.70
Total Investment Return:*
	Based on net asset value per share			3.50	%		7.26	%		4.57	%		4.96	%		3.77	%
Ratios to Average Net Assets:
	Expenses, net of reimbursement			1.59	%		1.43	%		1.36	%		—			—
	Expenses			1.64	%		1.48	%		1.38	%		1.10	%		1.08	%
	Investment income—net			3.14	%		5.32	%		4.73	%		4.54	%		5.13	%
Supplemental Data:
	Net assets, end of year (in thousands)		$	54,545		$	33,957		$	7,871		$	9,965		$	13,225
	Portfolio turnover			268.11	%		79.69	%		67.22	%		174.18	%		287.81	%

* Total investment returns exclude the effects of sales charges.

See Notes to Financial Statements.

15

Merrill Lynch Short-Term Global Income Fund, Inc., December 31, 2001

NOTES TO FINANCIAL STATEMENTS

1.     Significant Accounting Policies:

Merrill Lynch Short-Term Global Income Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940 as a non-diversified, open-end management investment company. The Fund’s financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require the use of management accruals and estimates. The Fund offers four classes of shares under the Merrill Lynch Select Pricing^SM System. Shares of Class A and Class D are sold with a front-end sales charge. Shares of Class B and Class C may be subject to a contingent deferred sales charge. All classes of shares have identical voting, dividend, liquidation and other rights and the same terms and conditions, except that Class B, Class C and Class D Shares bear certain expenses related to the account maintenance of such shares, and Class B and Class C Shares also bear certain expenses related to the distribution of such shares. Each class has exclusive voting rights with respect to matters relating to its account maintenance and distribution expenditures. The following is a summary of significant accounting policies followed by the Fund.

(a)  Valuation of investments —Portfolio securities that are traded on stock exchanges are valued at the last sale price on the exchange on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price. Securities traded in the over-the- counter market are valued at the last available bid price prior to the time of valuation. In cases where securities are traded on more than one exchange, the securities are valued on the exchange designated by or under the authority of the Board of Directors as the primary market. Options written or purchased are valued at the last sale price in the case of exchange-traded options. In the case of options traded in the over-the-counter market, valuation is the last asked price (options written) or the last bid price (options purchased). Short-term securities are valued at amortized cost, which approximates market value. Other investments, including futures contracts and related options, are stated at market value. Securities and assets for which market quotations are not available are valued at fair value as determined in good faith by or under the direction of the Fund’s Board of Directors.

(b)  Repurchase agreements —The Fund invests in US Government securities pursuant to repurchase agreements with a member bank of the Federal Reserve System or a primary dealer in US Government securities. Under such agreements, the bank or primary dealer agrees to repurchase the security at a mutually agreed upon time and price. The Fund takes possession of the underlying securities, marks to market such securities and, if necessary, receives additions to such securities daily to ensure that the contract is fully collateralized. If the seller defaults and the fair value of the collateral declines, liquidation of the collateral by the Fund may be delayed or limited.

(c)  Foreign currency transactions —Transactions denominated in foreign currencies are recorded at the exchange rate prevailing when recognized. Assets and liabilities denominated in foreign currencies are valued at the exchange rate at the end of the period. Foreign currency transactions are the result of settling (realized) or valuing (unrealized) assets or liabilities expressed in foreign currencies into US dollars. Realized and unrealized gains or losses from investments include the effects of foreign exchange rates on investments.

(d)  Derivative financial instruments —The Fund may engage in various portfolio investment strategies to increase or decrease the level of risk to which the Fund is exposed more quickly and efficiently than transactions in other types of instruments. Losses may arise due to changes in the value of the contract or if the counterparty does not perform under the contract.

•     Forward foreign exchange contracts —The Fund is authorized to enter into forward foreign exchange contracts as a hedge against either specific transactions or portfolio positions. Such contracts are not entered on the Fund’s records. However, the effect on operations is recorded from the date the Fund enters into such contracts.

•     Foreign currency options and futures —The Fund may also purchase or sell listed or over-the-counter foreign currency options, foreign currency futures and related options on foreign currency futures as a short or long hedge against possible variations in foreign exchange rates. Such transactions may be effected with respect to hedges on non-US-dollar denominated securities owned by the Fund, sold by the Fund but not yet delivered, or committed or anticipated to be purchased by the Fund.

•     Options —The Fund is authorized to purchase and write call and put options. When the Fund writes an option, an amount equal to the premium received by the Fund is reflected as an asset and an equivalent liability. The amount of the liability is subsequently marked to market to reflect the current value of the option written.

When a security is purchased or sold through an exercise of an option, the related premium paid (or received) is added to (or deducted from) the basis of the security acquired or deducted from (or added to) the proceeds of the security sold. When an option

16

Merrill Lynch Short-Term Global Income Fund, Inc., December 31, 2001

expires (or the Fund enters into a closing transaction), the Fund realizes a gain or loss on the option to the extent of the premiums paid or received (or gain or loss to the extent the cost of the closing transaction exceeds the premium paid or received).

Written and purchased options are non-income producing investments.

•     Financial futures contracts —The Fund may purchase or sell financial futures contracts and options on such futures contracts as a hedge against adverse changes in the interest rate. A futures contract is an agreement between two parties to buy and sell a security, respectively, for a set price on a future date. Upon entering into a contract, the Fund deposits and maintains as collateral such initial margin as required by the exchange on which the transaction is effected. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

(e)  Income taxes —It is the Fund’s policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income to its shareholders. Therefore, no Federal income tax provision is required. Under the applicable foreign tax law, a withholding tax may be imposed on interest and capital gains at various rates.

(f)  Security transactions and investment income —Security transactions are recorded on the dates the transactions are entered into (the trade dates). Realized gains and losses on security transactions are determined on the identified cost basis. Interest income is recognized on the accrual basis. As required, effective January 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing all premiums and discounts on debt securities. The cumulative effect of this accounting change had no impact on total net assets of the Fund, but resulted in a $9,002 reduction in cost of securities (which in return results in a corresponding $9,002 decrease in net unrealized depreciation and a corresponding $9,002 decrease in undistributed net investment income), based on securities held by the Fund as of December 31, 2000.

The effect of this change for the year ended December 31, 2001 was to decrease net investment income by $50,942, decrease net unrealized depreciation by $6,302 and decrease net realized capital losses by $53,643. The statement of changes in net assets and financial highlights for prior periods have not been restated to reflect this change in presentation.

(g)  Dividends and distributions —Dividends from net investment income, excluding transaction gains/losses, are declared daily and paid monthly. Distributions of capital gains are recorded on the ex-dividend dates.

(h)  Reclassification —Accounting principles generally accepted in the United States of America require that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. Accordingly, the current year’s permanent book/tax differences of $813,692 have been reclassified between accumulated net realized capital losses and undistributed net investment income and $10,319,571 has been reclassified between paid-in capital in excess of par and undistributed net investment income. These reclassifications have no effect on net assets or net asset values per share.

2.     Investment Advisory Agreement and Transactions with Affiliates:

The Fund has entered into an Investment Advisory Agreement with Merrill Lynch Investment Managers, L.P. (“MLIM”). The general partner of MLIM is Princeton Services, Inc. (“PSI”), an indirect, wholly-owned subsidiary of Merrill Lynch & Co., Inc. (“ML & Co.”), which is the limited partner. The Fund has also entered into a Distribution Agreement and Distribution Plans with FAM Distributors, Inc. (“FAMD” or the “Distributor”), which is a wholly-owned subsidiary of Merrill Lynch Group, Inc.

MLIM is responsible for the management of the Fund’s portfolio and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of the Fund. For such services, the Fund pays a monthly fee based upon the average daily value of the Fund’s net assets, at the following annual rates: .55% of the Fund’s average daily net assets not exceeding $2 billion; .525% of average daily net assets in excess of $2 billion but not exceeding $4 billion; .50% of average daily net assets in excess of $4 billion but not exceeding $6 billion; .475% of average daily net assets in excess of $6 billion but not exceeding $10 billion; .45% of average daily net assets in excess of $10 billion but not exceeding $15 billion; and .425% of average daily net assets in excess of $15 billion. For the year ended December 31, 2001, MLIM earned fees of $384,016 of which $34,911 was waived. MLIM has entered into a

17

Merrill Lynch Short-Term Global Income Fund, Inc., December 31, 2001

NOTES TO FINANCIAL STATEMENTS (continued)

         Sub-Advisory Agreement with Merrill Lynch Asset Management U.K., Ltd. (“MLAM U.K.”), an affiliate of MLIM, pursuant to which MLIM pays MLAM U.K. a fee in an amount to be determined from time to time by MLIM and MLIM U.K. but in no event in excess of the amount that MLIM actually receives. For the year ended December 31, 2001, MLIM paid MLAM U.K. a fee of $32,293 pursuant to such Agreement.

         Pursuant to the Distribution Plans adopted by the Fund in accordance with Rule 12b-1 under the Investment Company Act of 1940, the Fund pays the Distributor ongoing account maintenance and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the shares as follows:

	Account			Distribution
	Maintenance Fee			Fee
Class B		.25	%		.50	%
Class C		.25	%		.55	%
Class D		.25	%		—

Pursuant to a sub-agreement with the Distributor, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), a subsidiary of ML & Co., also provides account maintenance and distribution services to the Fund. The ongoing account maintenance fee compensates the Distributor and MLPF&S for providing account maintenance services to Class B, Class C and Class D shareholders. The ongoing distribution fee compensates the Distributor and MLPF&S for providing shareholder and distribution-related services to Class B and Class C shareholders.

For the year ended December 31, 2001, FAMD earned underwriting discounts and MLPF&S earned dealer concessions on sales of the Fund’s Class D Shares as follows:

	FAMD		MLPF&S
Class D	$	905	$	10,959

For the year ended December 31, 2001, MLPF&S received contingent deferred sales charges of $19,231 relating to transactions in Class B Shares.

For the year ended December 31, 2001, Merrill Lynch Security Pricing Service, an affiliate of MLPF&S, earned $254 for providing security price quotations to compute the Fund’s net asset value.

Financial Data Services, Inc. (“FDS”), a wholly-owned subsidiary of ML & Co., is the Fund’s transfer agent.

Prior to January 1, 2001, FAM provided accounting services to the Fund at its cost and the Fund reimbursed FAM for these services. FAM continues to provide certain accounting services to the Fund. The Fund reimburses FAM at its cost for such services. For the year ended December 31, 2001, the Fund reimbursed FAM an aggregate of $22,952 for the above-described services. The Fund entered into an agreement with State Street Bank and Trust Company (“State Street”), effective January 1, 2001, pursuant to which State Street provides certain accounting services to the Fund. The Fund pays a fee for these services.

Certain officers and/or directors of the Fund are officers and/or directors of MLIM, PSI, FDS, FAMD, MLAM U.K., and/or ML & Co.

3.     Investments:

Purchases and sales of investments, excluding short-term securities, for the year ended December 31, 2001 were $104,155,819 and $123,594,849, respectively.

Net realized gains (losses) for the year ended December 31, 2001 and net unrealized gains (losses) as of December 31, 2001 were as follows:

		Realized			Unrealized
		Gains			Gains
		(Losses)			(Losses)
Investments:
	Long-term	$	424,051		$	(240,346	)
	Short-term		124,069			28,775
Total investments			548,120			(211,571	)
Currency transactions:
	Forward foreign exchange contracts		(23,160	)		92,354
	Foreign currency transactions		(1,197,870	)		(28,342	)
Total currency transactions			(1,221,030	)		64,012
Total		$	(672,910	)	$	(147,559	)

As of December 31, 2001, net unrealized depreciation for Federal income tax purposes aggregated $217,872, of which $139,704 related to appreciated securities and $357,576 related to depreciated securities. At December 31, 2001, the aggregate cost of investments for Federal income tax purposes was $55,441,461.

4.     Capital Share Transactions:

Net decrease in net assets derived from capital share transactions was $8,464,615 and $19,178,788 for the years ended December 31, 2001 and December 31, 2000, respectively.

18

Merrill Lynch Short-Term Global Income Fund, Inc., December 31, 2001

NOTES TO FINANCIAL STATEMENTS (continued)

Transactions in capital shares for each class were as follows:

Class A Shares for the
Year Ended				Dollar
December 31, 2001	Shares			Amount
Shares sold		52,304		$	418,635
Shares issued to shareholders in reinvestment of dividends		1,053			8,436
Total issued		53,357			427,071
Shares redeemed		(41,617	)		(333,440	)
Net increase		11,740		$	93,631

Class A Shares for the
Year Ended				Dollar
December 31, 2000	Shares			Amount
Shares sold		226,565		$	1,780,244
Shares issued to shareholders in reinvestment of dividends		365			2,892
Total issued		226,930			1,783,136
Shares redeemed		(209,261	)		(1,642,884	)
Net increase		17,669		$	140,252

Class B Shares for the Year				Dollar
Ended December 31, 2001	Shares			Amount
Shares sold		183,617		$	1,440,656
Shares issued to shareholders in reinvestment of dividends		41,149			323,131
Total issued		224,766			1,763,787
Automatic conversion of shares		(3,437,930	)		(27,005,543	)
Shares redeemed		(547,725	)		(4,300,325	)
Net decrease		(3,760,889	)	$	(29,542,081	)

Class B Shares for the Year				Dollar
Ended December 31, 2000	Shares			Amount
Shares sold		77,505		$	598,929
Shares issued to shareholders in reinvestment of dividends		205,726			1,589,513
Total issued		283,231			2,188,442
Automatic conversion of shares		(3,742,110	)		(28,956,922	)
Shares redeemed		(2,362,662	)		(18,233,140	)
Net decrease		(5,821,541	)	$	(45,001,620	)

Class C Shares for the Year				Dollar
Ended December 31, 2001	Shares			Amount
Shares sold		54,258		$	420,301
Shares issued to shareholders in reinvestment of dividends		813			6,294
Total issued		55,071			426,595
Shares redeemed		(2,504	)		(19,432	)
Net increase		52,567		$	407,163

Class C Shares for the Year				Dollar
Ended December 31, 2000	Shares			Amount
Shares sold		14,627		$	111,183
Shares issued to shareholders in reinvestment of dividends		334			2,550
Total issued		14,961			113,733
Shares redeemed		(10,608	)		(80,950	)
Net increase		4,353		$	32,783

Class D Shares for the Year				Dollar
Ended December 31, 2001	Shares			Amount
Shares sold		75,176		$	590,403
Shares issued to shareholders in reinvestment of dividends		114,533			900,006
Automatic conversion of shares		3,434,927			27,005,543
Total issued		3,624,636			28,495,952
Shares redeemed		(1,007,789	)		(7,919,280	)
Net increase		2,616,847		$	20,576,672

Class D Shares for the Year				Dollar
Ended December 31, 2000	Shares			Amount
Shares sold		49,411		$	380,754
Shares issued to shareholders in reinvestment of dividends		70,907			549,927
Automatic conversion of shares		3,741,580			28,956,922
Total issued		3,861,898			29,887,603
Shares redeemed		(547,176	)		(4,237,806	)
Net increase		3,314,722		$	25,649,797

19

Merrill Lynch Short-Term Global Income Fund, Inc., December 31, 2001

NOTES TO FINANCIAL STATEMENTS (concluded)

5.     Short-Term Borrowings:

The Fund, along with certain other funds managed by MLIM and its affiliates, is a party to a $1,000,000,000 credit agreement with Bank One, N.A. and certain other lenders. The Fund may borrow under the credit agreement to fund shareholder redemptions and for other lawful purposes other than for leverage. The Fund may borrow up to the maximum amount allowable under the Fund’s current prospectus and statement of additional information, subject to various other legal, regulatory or contractual limits. The Fund pays a commitment fee of  .09% per annum based on the Fund’s pro rata share of the unused portion of the credit agreement. Amounts borrowed under the credit agreement bear interest at a rate equal to, at each fund’s election, the Federal Funds rate plus .50% or a base rate as determined by Bank One, N.A. On November 30, 2001, the credit agreement was renewed for one year under the same terms. The Fund did not borrow under the credit agreement during the year ended December 31, 2001.

6.     Distribution to Shareholders:

The tax character of distributions paid during the fiscal years ended December 31, 2001 and December 31, 2000 was as follows:

		12/31/2001		12/31/2000
Distributions paid from:
	Ordinary income	$	2,214,886	$	3,976,215
Total taxable distributions		$	2,214,886	$	3,976,215

As of December 31, 2001, the components of accumulated losses on a tax basis were as follows:

Undistributed ordinary income—net	$	852,403
Undistributed long-term capital gains—net		—
Total undistributed earnings—net		852,403
Capital loss carryforward		(4,360,151)	*
Unrealized losses—net		(392,259)	**
Total accumulated losses—net	$	(3,900,007	)

*

On December 31, 2001, the Fund had a net capital loss carryforward of approximately $4,360,151, of which $1,041,863 expires in 2002; $490,361 expires in 2003; $1,015,207 expires in 2004; $1,288,726 expires in 2005; $142,956 expires in 2006; $110,946 expires in 2007 and $270,092 expires in 2008. This amount will be available to offset like amounts of any future taxable gains.

**

The difference between book-basis and tax-basis net unrealized gains (losses) is attributable primarily to the realization for tax purposes of unrealized gains (losses) on certain futures and forward foreign currency contracts, the difference between book and tax amortization methods for premiums and discounts on fixed-income securities, and the deferral of post-October capital losses for tax purposes.

7.     Reorganization Plan:

On January 24, 2002, the Fund’s Board of Directors approved a plan of reorganization, subject to shareholder approval and certain other conditions, whereby Merrill Lynch Low Duration Fund will acquire all of the assets and will assume all of the liabilities of the Fund in exchange for newly-issued shares of Merrill Lynch Low Duration Fund. The funds are registered, open-end management investment companies with similar investment objectives. Merrill Lynch Low Duration Fund is registered as diversified and is administered by Fund Asset Management, L.P., an affiliate of MLIM.

20

Merrill Lynch Short-Term Global Income Fund, Inc., December 31, 2001

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders,
Merrill Lynch Short-Term Global Income Fund, Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Merrill Lynch Short-Term Global Income Fund, Inc. as of December 31, 2001, the related statements of operations for the year then ended and changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years presented. These financial statements and the financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and the financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned at December 31, 2001 by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present fairly, in all material respects, the financial position of Merrill Lynch Short-Term Global Income Fund, Inc. as of December 31, 2001, the results of its operations, the changes in its net assets, and the financial highlights for the respective stated periods in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP
New York, New York
February 14, 2002

21

Merrill Lynch Short-Term Global Income Fund, Inc., December 31, 2001

OFFICERS AND DIRECTORS

				Number of	Other
				Portfolios in	Director-
	Position(s)	Length		Fund Complex	ships
	Held	of Time		Overseen by	Held by
Name, Address & Age	with Fund	Served	Principal Occupation(s) During Past 5 Years	Director	Director
Interested Director
Terry K. Glenn* 800 Scudders Mill Road Plainsboro, NJ 08536 Age: 61	President and Director	1999 to present	Chairman, Americas Region since 2001, and Executive Vice President since 1983 of Fund Asset Management (“FAM”) and Merrill Lynch Investment Managers, L.P. (“MLIM”); President of FAM Distributors, Inc. (“FAMD”) since 1986 and Director thereof since 1991; Executive Vice President and Director of Princeton Services, Inc. (“Princeton Services”) since 1993; President of Princeton Administrators, L.P. since 1988; Director of Financial Data Services, Inc., since 1985.	196	None

* Mr. Glenn is a director, trustee or member of an advisory board of certain other investment companies for which FAM or MLIM acts as investment adviser. Mr. Glenn is an “interested person,” as described in the Investment Company Act, of the Fund based on his positions as Chairman (Americas Region) and Executive Vice President of FAM and MLIM; President of FAMD; Executive Vice President of Princeton Services; and President of Princeton Administrators, L.P. The Director’s term is unlimited.

				Number of	Other
				Portfolios in	Director-
	Position(s)	Length		Fund Complex	ships
	Held	of Time		Overseen by	Held by
Name, Address & Age	with Fund	Served*	Principal Occupation(s) During Past 5 Years	Director	Director
Independent Directors
Ronald W. Forbes 1400 Washington Avenue Albany, New York 12222 Age: 61	Director	1977 to present	Professor Emeritus of Finance, School of Business, University of New York at Albany since 2000; and Professor thereof from 1989 to 2000.	57	None
Cynthia A. Montgomery Harvard Business School Soldiers Field Road Boston, MA 02163 Age: 49	Director	1995 to present	Professor, Harvard Business School since 1989.	57	Unum- Provident Corporation; Newell Rubbermaid Inc.
Charles C. Reilly 9 Hampton Harbor Road Hampton Bays, NY 11946 Age: 70	Director	1990 to present	Self-employed financial consultant since 1990.	57	None
Kevin A. Ryan 127 Commonwealth Avenue Chestnut Hill, MA 02467 Age: 69	Director	1992 to present	Founder and currently Director Emeritus of The Boston University Center for the Advancement of Ethics and Character and Director thereof from 1989 to 1999; Professor from 1982 to 1999 at Boston University	57	Charter Education Partnership; Council for Ethical and Spiritual Education.
Roscoe S. Suddarth 7403 MacKenzie Court Bethesda, MD 20817 Age: 66	Director	2000 to present	Former President, Middle East Institute from 1995 to 2001.	57	None
Richard R. West Box 604 Genoa, NV 89411 Age: 63	Director	1978 to present	Professor of Finance since 1984, and currently Dean Emeritus of New York University Leonard N. Stern School of Business Administration	70	Bowne & Co., Inc.; Vornado Realty Trust; Alexander’s Inc.
Edward D. Zinbarg 5 Hardwell Road Short Hills, NJ 07078-2117 Age: 67	Director	1994 to present	Self-employed financial consultant since 1994.	57	None

* The Director’s term is unlimited.

22

	Position(s)	Length
	Held	of Time
Name, Address & Age	with Fund	Served	Principal Occupation(s) During Past 5 Years
Fund Officers
Donald C. Burke P.O. Box 9011 Princeton, NJ 08543-9011 Age: 41	Vice President and Treasurer	Vice President since 1993 and Treasurer since 1999	First Vice President of FAM and MLIM since 1997 and the Treasurer thereof since 1999; Senior Vice President and Treasurer of Princeton Services since 1999; Vice President of FAMD since 1999; Vice President of FAM and MLIM from 1990 to 1997; Director of Taxation of MLIM since 1990.
Ian Frost P.O. Box 9011 Princeton, NJ 08543-9011 Age: 37	Senior President and Portfolio Manager	Vice present	2001 to Director (Global Fixed Income) of the Investment Adviser since 1998 and Portfolio Manager thereof since 1999; Fixed Income Portfolio Manager of Picktek Asset Management from 1997 to 1999; independent futures trader from 1995 to 1997.
Phillip S. Gillespie P.O. Box 9011 Princeton, NJ 08543-9011 Age: 37	Secretary	2001 to present	First Vice President of MLIM since 2001; Director of MLIM from 1999 to 2000; Vice President of MLIM in 1999; Attorney associated with the Manager and FAM from 1998 to 1999; Assistant General Counsel LGT Asset Management, Inc. from 1997 to 1998; Senior Counsel and Attorney in the Division of Investment Management and the Office of General Counsel at the U.S. Securities and Exchange Commission from 1993 to 1997.

Custodian
J.P. Morgan Chase Bank
4 Chase MetroTech Center, 18th Floor
Brooklyn, NY 11245

Transfer Agent
Financial Data Services, Inc.
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
(800) 637-3863

Further information about the Fund’s Officers and Directors is available in the Fund’s Statement of Additional Information, which can be obtained without charge by calling 1-800-MER-FUND.

23 EX-99.17.G 12 y57249a1ex99-17_g.htm EX-99.17.G

EXHIBIT 17(g)

CLASS [l]

[Proxy Card Front]

MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.

P.O. BOX 9011

PRINCETON, NEW JERSEY 08543-9011

P R O X Y

This proxy is solicited on behalf of the Board of Directors

     The undersigned hereby appoints Terry K. Glenn, Donald C. Burke, and Phillip S. Gillespie as proxies, each with the power to appoint his substitute, and hereby authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the shares of common stock of Merrill Lynch Short-Term Global Income Fund, Inc. (the “Fund”) held of record by the undersigned on February 28, 2002 at the Meeting of Stockholders of the Fund to be held on April 25, 2002, or any adjournment thereof.

     THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER HEREIN DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.

     By signing and dating the reverse side of this card, you authorize the proxies to vote the proposal as marked, or if not marked, to vote “FOR” the proposal, and to use their discretion to vote for any other matter as may properly come before the meeting or any adjournment thereof. If you do not intend to personally attend the meeting, please complete and return the card at once in the enclosed envelope.

(Continued and to be signed on the reverse side)

[Proxy Card Reverse]

1.  To consider and act upon a proposal to approve the Agreement and Plan of Reorganization among the Fund, Merrill Lynch Investment Managers Funds, Inc., on behalf of Merrill Lynch Low Duration Fund, and Fund Asset Management Master Trust, on behalf of Low Duration Master Portfolio.

FOR  o AGAINST  o ABSTAIN  o

2.  In the discretion of such proxies, upon such other business as properly may come before the meeting or any adjournment thereof.

Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney or as executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized persons.

Dated: ____________________, 2002

X 

Signature

X 

Signature, if held jointly

PLEASE MARK BOXES /X/ OR x IN BLUE OR BLACK INK. SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. 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EX-99.17.B

STATEMENT OF ADDIRIONAL INFORMATION

EX-99.17.C

ex99-17_c

EX-99.17.D

ex99-17_d

EX-99.17.E

ex99-17_e

EX-99.17.F

ex99-17_f

EX-99.17.G

FORM OF PROXY