Exhibit 99(a)(2)
MERRILL LYNCH SENIOR FLOATING RATE FUND II, INC.
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
Merrill Lynch Senior Floating Rate Fund II, Inc., a Maryland corporation
(the "Corporation"), does hereby certify to the State Department of Assessments
and Taxation of Maryland that:
FIRST: The charter of the Corporation is hereby amended by deleting
Article II in its entirety and inserting the following in lieu thereof:
"ARTICLE II.
PURPOSES AND POWERS
The purpose or purposes for which the Corporation is formed are as
follows:
(1) To act as a closed-end, management investment company under the
federal Investment Company Act of 1940, as amended, and in effect from
time to time (the "Investment Company Act").
(2) To hold, invest and reinvest its assets in securities, and in
connection therewith, without limiting the foregoing, to hold part or all
of its assets (a) in cash and/or (b) in shares of or beneficial interests
in another corporation known in the investment company industry as a
master fund in a master/feeder structure, which corporation holds
securities and other assets for investment purposes (the "Master Fund").
(3) To transfer all or substantially all the assets of the Corporation (or
the assets of any series thereof) to the Master Fund, in exchange for
shares of or beneficial interests in the Master Fund or for such other
consideration as permitted by the General Laws of the State of Maryland
and the Investment Company Act (all without the vote or consent of the
stockholders of the Corporation), and all such actions, regardless of the
frequency with which they are pursued, shall be deemed in furtherance of
the ordinary, usual and customary business of the Corporation.
(4) To do any and all such further acts or things and to exercise any and
all such further powers or rights as may be necessary, incidental,
relative, conducive, appropriate or desirable for the accomplishment,
carrying out or attainment of all or any of the foregoing purposes or
objects.
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The Corporation shall be authorized to exercise and enjoy all of the
powers, rights and privileges granted to, or conferred upon, corporations
by the General Laws of the State of Maryland now or hereafter in force,
and the enumeration of the foregoing shall not be deemed to exclude any
powers, rights or privileges so granted or conferred."
SECOND : The charter of the Corporation is hereby further amended by
deleting Article IV, Section (4) in its entirety and inserting the following in
lieu thereof:
"(4) Unless otherwise expressly provided in the charter of the
Corporation, including those matters set forth in Article II, Sections (2)
and (3) hereof and including any Articles Supplementary creating any class
or series of capital stock, on each matter submitted to a vote of
stockholders, each holder of a share of capital stock of the Corporation
shall be entitled to one vote for each share standing in such holder's
name on the books of the Corporation, irrespective of the class or series
thereof, and all shares of all classes and series shall vote together as a
single class; provided, however, that (a) as to any matter with respect to
which a separate vote of any class or series is required by the Investment
Company Act, or any rules, regulations or orders issued thereunder, or by
the Maryland General Corporation Law, such requirement as to a separate
vote by that class or series shall apply in lieu of a general vote of all
classes and series as described above, (b) in the event that the separate
vote requirements referred to in (a) above apply with respect to one or
more classes or series, then, subject to paragraph (c) below, the shares
of all other classes and series not entitled to a separate class vote
shall vote as a single class, (c) as to any matter which does not affect
the interest of a particular class or series, such class or series shall
not be entitled to any vote and only the holders of shares of the affected
classes and series, if any, shall be entitled to vote and (d) the shares
of capital stock of the Corporation shall have no voting rights in
connection with the transfer of all or substantially all the assets of the
Corporation (or the assets of any series thereof) to the Master Fund in
exchange for shares of or beneficial interests in such Master Fund or for
such other consideration as permitted by Maryland General Corporation Law
and the Investment Company Act."
THIRD: The charter of the Corporation is hereby further amended by adding
the following provision as Article V, Section (9):
"(9) Notwithstanding any other provision of these Articles of
Incorporation or the By-Laws of the Corporation, or the General Laws of
the State of Maryland, the transfer of all or substantially all of the
assets of the Corporation (or the assets of any series thereof) to the
Master Fund
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shall be deemed to be in the ordinary course of business of the
Corporation, and the Board of Directors of the Corporation is vested with
the sole power, to the exclusion of the stockholders, upon the affirmative
vote of the majority of the entire Board of Directors, to transfer all or
substantially all the assets of the Corporation (or the assets of any
series thereof) to the Master Fund in exchange for shares of or beneficial
interests in such Master Fund or for such other consideration as permitted
by the General Laws of the State of Maryland and the Investment Company
Act."
FOURTH: These Articles of Amendment have been advised by a majority of the
entire Board of Directors of the Corporation and approved by a majority of the
votes entitled to be cast by holders of the capital stock of the Corporation.
FIFTH: The authorized capital stock of the Corporation has not been
increased by these Articles of Amendment.
SIXTH: Except as amended hereby, the Corporation's charter shall remain in
full force and effect.
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IN WITNESS WHEREOF, Merrill Lynch Senior Floating Rate Fund II, Inc., has
caused these Articles of Amendment to be signed in its name and on its behalf by
its Vice President and attested by its Secretary on the 16th day of August,
2000.
Merrill Lynch Senior Floating Rate Fund II, Inc.
By: /s/Donald C. Burke
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Donald C. Burke, Vice President
Attest:
/s/ Bradley J. Lucido
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Bradley J. Lucido, Secretary
THE UNDERSIGNED, Vice President of Merrill Lynch Senior Floating Rate Fund
II, Inc., who executed on behalf of said Corporation the foregoing Articles of
Amendment, of which this certificate is made a part, hereby acknowledges, in the
name and on behalf of said Corporation, the foregoing Articles of Amendment to
be the corporate act of said Corporation and further certifies that, to the best
of his knowledge, information and belief, the matters and facts set forth
therein with respect to the authorization and approval thereof are true in all
material respects, and that this statement is made under the penalties for
perjury.
/s/ Donald C. Burke
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Donald C. Burke, Vice President
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