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EXHIBIT 99.(A)(1)
ARTICLES OF INCORPORATION
OF
MERRILL LYNCH INVESTMENT MANAGERS FUNDS, INC.
THE UNDERSIGNED, Deborah M. Connor, whose post office address is 321
North Clark Street, Suite 3400, Chicago, Illinois 60610, being at least eighteen
years of age, does hereby act as an incorporator, under and by virtue of the
General Laws of the State of Maryland authorizing the formation of corporations
and with the intention of forming a corporation.
ARTICLE I.
NAME
The name of the corporation is MERRILL LYNCH INVESTMENT MANAGERS FUNDS,
INC. (the "Corporation").
ARTICLE II.
PURPOSES AND POWERS
The purpose or purposes for which the Corporation is formed, the powers,
rights and privileges that the Corporation shall be authorized to exercise and
enjoy, and the business or objects to be transacted, carried on and promoted by
it are as follows:
(1) To conduct and carry on the business of an investment company of the
management type.
(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 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 issue and sell shares of its own capital stock in such amounts
and on such terms and conditions, for such purposes and for such amount or kind
of consideration now or hereafter permitted by the General Laws of the State of
Maryland and by these Articles of Incorporation, as its Board of Directors may
determine.
(4) To exchange, classify, reclassify, change the designation of,
convert, rename, redeem, purchase or otherwise acquire, hold, dispose of,
resell, transfer, reissue or cancel (all without the vote or consent of the
stockholders of the Corporation) shares of its issued or unissued capital stock
of any class or series, as its Board of Directors may determine, in any
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manner and to the extent now or hereafter permitted by the General Laws of the
State of Maryland and by these Articles of Incorporation.
(5) 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.
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.
ARTICLE III.
PRINCIPAL OFFICE AND RESIDENT AGENT
The post office address of the principal office of the Corporation in
the State of Maryland is c/o The Corporation Trust Incorporated, 300 East
Lombard Street, Baltimore, Maryland 21202. The name of the resident agent of the
Corporation in this State is The Corporation Trust Incorporated, a corporation
of this State, and the post office address of the resident agent is 300 East
Lombard Street, Baltimore, Maryland 21202.
ARTICLE IV.
CAPITAL STOCK
(1) The total number of shares of capital stock which the Corporation
shall have authority to issue is Two Billion (2,000,000,000) shares, of the par
value of One Cent ($.01) per share, and of the aggregate par value of Two
Million Dollars ($2,000,000). The capital stock initially consists of two
series, known as Merrill Lynch Low Duration Fund and Merrill Lynch Total Return
Bond Fund (collectively, the "Series", and each, a "Series"). Each Series shall
consist, until further changed, of Five Hundred Million (500,000,000) shares.
The shares of each Series shall consist, until further changed, of four classes
of shares designated Class A shares, Class B shares, Class C shares and Class D
shares (the "Classes"). Class A shares, Class C shares and Class D shares of
each Series shall consist, until further changed, of One Hundred Million
(100,000,000) shares and Class B shares of each Series shall consist, until
further changed, of Two Hundred Million (200,000,000) shares.
(2) Unless otherwise expressly provided in the charter of the
Corporation, the Class A, Class B, Class C and Class D shares of each Series
shall represent an equal proportionate interest in the assets belonging to that
particular Series (subject to the liabilities of that Series) and each share of
a particular Series shall have identical voting, dividend, liquidation and other
rights; provided, however, that notwithstanding anything in the charter of the
Corporation to the contrary:
(i) The Class A, Class B, Class C and Class D shares may be issued and
sold subject to such different sales loads or charges, whether initial,
deferred or
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contingent, or any combination thereof, as the Board of Directors may
from tine to time establish in accordance with the Investment Company
Act of 1940, as amended, and other applicable law.
(ii) Liabilities of a Series which are determined by or under the
supervision of the Board of Directors to be attributable to a particular
Class of that Series may be charged to that Class and appropriately
reflected in the net asset value of, or dividends payable on, the shares
of that Class of the Series.
(iii) The Class A, Class B, Class C and Class D shares of a particular
Series may have such different exchange and conversion rights as the
Board of Directors shall provide in compliance with the Investment
Company Act of 1940, as amended.
(3) The Board of Directors may classify and reclassify any unissued
shares of capital stock of any class or series into one or more additional or
other classes or series as may be established from time to time by setting or
changing in any one or more respects the designations, preferences, conversion
or other rights, voting powers, restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption of such shares of stock and
pursuant to such classification or reclassification to increase or decrease the
number of authorized shares of any existing class or series.
(4) The Board of Directors may vary among all of the holders of a
particular class or series (a) the length of time shares must be held prior to
conversion into shares of another class or series (the "Holding Period(s)"), (b)
the manner in which the time for such Holding Period(s) is determined and (c)
the class or series into which the particular class or series is being
converted; provided, however, that with respect to holders of the Corporation's
shares issued on or after the date of the Corporation's first effective
prospectus which sets forth Holding Period(s), the Holding Periods(s), the
manner in which the time for such Holding Period(s) is determined and the class
or series into which the particular class or series is being converted shall be
disclosed in the Corporation's prospectus or statement of additional information
in effect at the time such shares, which are the subject of the conversion, were
issued.
(5) Unless otherwise expressly provided in the charter of the
Corporation, including those matters set forth in Article II, Sections (2), (4)
and (5) 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 of 1940, as amended, and in
effect from time to time, 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 (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
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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 in such Master Fund or for such other
consideration as permitted by Maryland General Corporation Law and the
Investment Company Act of 1940, as amended.
(6) Notwithstanding any provision of the Maryland General Corporation
Law requiring a greater proportion than a majority of the votes of all classes
or series of capital stock of the Corporation (or of any class or series
entitled to vote thereon as a separate class or series) to take or authorize any
action, the Corporation is hereby authorized (subject to the requirements of the
Investment Company Act of 1940, as amended, and in effect from time to time, and
any rules, regulations and orders issued thereunder) to take such action upon
the concurrence of a majority of the votes entitled to be cast by holders of
capital stock of the Corporation (or a majority of the votes entitled to be cast
by holders of a class or series entitled to vote thereon as a separate class or
series), unless a greater proportion is specified in the charter of the
Corporation.
(7) Unless otherwise expressly provided in the charter of the
Corporation, including any Articles Supplementary creating any class or series
of capital stock, subject to compliance with the requirements of the Investment
Company Act of 1940, as amended, the Board of Directors shall have the authority
to provide that holders of shares of any class or series shall have the right to
convert or exchange said shares into shares of one or more other classes or
series in accordance with such requirements and procedures as may be established
by the Board of Directors.
(8) Unless otherwise expressly provided in the charter of the
Corporation, including any Articles Supplementary creating any class or series
of capital stock, in the event of any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holders of each class or
series of capital stock of the Corporation shall be entitled, after payment or
provision for payment of the debts and other liabilities of the Corporation, to
share ratably in the remaining net assets of the Corporation applicable to that
class or series.
(9) Any fractional shares shall carry proportionately all of the rights
of a whole share, excepting any right to receive a certificate evidencing such
fractional share, but including, without limitation, the right to vote and the
right to receive dividends.
(10) The presence in person or by proxy of the holders of shares
entitled to cast one-third of the votes entitled to be cast shall constitute a
quorum at any meeting of stockholders, except with respect to any matter which
requires approval by a separate vote of one or more classes or series of stock,
in which case the presence in person or by proxy of the holders of shares
entitled to cast one-third of the votes entitled to be cast by each class or
series entitled to vote as a separate class shall constitute a quorum.
(11) All persons who shall acquire stock in the Corporation of any class
or series shall acquire the same subject to the provisions of the charter and
the By-Laws of the Corporation. Any reference to "shares," "stock," or "shares
of stock" in these Articles of Incorporation shall be deemed to refer, unless
the context otherwise requires, to the shares of each separate class and/or
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series. As used in the charter of the Corporation, the terms "charter" and
"Articles of Incorporation" shall mean and include the Articles of Incorporation
of the Corporation as amended, supplemented and restated from time to time by
Articles of Amendment, Articles Supplementary, Articles of Restatement or
otherwise.
(12) (a) Each series of capital stock of the Corporation shall relate to
a separate portfolio of investments. All shares of stock in each series shall be
identical except that there may be variations between the different series as to
the purchase price, determination of net asset value, designations, preferences,
conversion or other rights, voting powers, restrictions, special and relative
rights and limitations as to dividends and on liquidation, qualifications or
terms or conditions of redemption of such shares of stock.
(b) Each series of stock of the Corporation shall have the following
powers, preferences and voting or other special rights, and the qualifications,
restrictions and limitations thereof shall be as follows:
(i) All consideration received by the Corporation for the issue or
sale of stock of each series, together with all assets in which
such consideration is invested or reinvested, all income, earnings,
profits and proceeds received thereon, including any proceeds
derived from the sale, exchange or liquidation thereof, and any
assets, funds, or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably belong
to the series of stock with respect to which such assets, payments
or funds were received by the Corporation for all purposes, subject
only to the rights of creditors, and shall be so handled in the
books of account of the Corporation. Such assets, funds, and
payments, including any proceeds derived from the sale, exchange or
liquidation thereof, and any assets, funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be,
are herein referred to as "assets belonging to" such series. In the
event that there are any income, earnings, profits, and proceeds
thereof, assets, funds or payments that are not readily
identifiable as belonging to any particular series, the Board of
Directors of the Corporation shall allocate them among any one or
more of the series established and designated from time to time in
such manner and on such basis as the Board of Directors, in their
sole discretion, deem fair and equitable. Each allocation by the
Board of Directors shall be conclusive and binding on the
stockholders of the Corporation of all series for all purposes.
(ii) The assets belonging to each series of stock shall be charged
with the liabilities in respect of such series, and also shall be
charged with its share of the general liabilities of the
Corporation, in proportion to the asset value of the respective
series determined in accordance with the Articles of Incorporation
of the Corporation. The determination of the Board of Directors
shall be conclusive as to the amount of liabilities, including
accrued expenses and reserves, as to the allocation of the same to
a given
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series, and as to whether the same or general assets of the
Corporation are allocable to one or more series.
ARTICLE V.
PROVISIONS FOR DEFINING, LIMITING AND
REGULATING CERTAIN POWERS OF THE CORPORATION
AND OF THE DIRECTORS AND STOCKHOLDERS
(1) The initial number of directors of the Corporation shall be seven,
which number may be increased or decreased pursuant to the By-Laws of the
Corporation but shall never be less than the minimum number permitted by the
General Laws of the State of Maryland. The names of the directors who shall act
until the first annual meeting or until their successors are duly elected and
qualify are:
Michael Baxter
Robert L. Burch III
John A.G. Gavin
Joe Grills
Nigel Hurst-Brown
Madeleine A. Kleiner
Richard R. West
(2) The Board of Directors of the Corporation is hereby empowered to
authorize the issuance from time to time of shares of capital stock of any class
or series, whether now or hereafter authorized, for such consideration as the
Board of Directors may deem advisable, subject to such limitations as may be set
forth in these Articles of Incorporation or in the By-Laws of the Corporation or
in the General Laws of the State of Maryland.
(3) No holder of stock of the Corporation shall, as such holder, have
any right to purchase or subscribe for any shares of the capital stock of the
Corporation or any other security of the Corporation which it may issue or sell
(whether out of the number of shares authorized by these Articles of
Incorporation, or out of any shares of the capital stock of the Corporation, of
any class or series, acquired by it after the issue thereof, or otherwise) other
than such right, if any, as the Board of Directors, in its discretion, may
determine.
(4) Each director and each officer of the Corporation shall be
indemnified and advanced expenses by the Corporation to the full extent
permitted by the General Laws of the State of Maryland, subject to the
requirements of the Investment Company Act of 1940, as amended. The foregoing
rights of indemnification shall not be exclusive of any other rights to which
those seeking indemnification are or may be entitled. No amendment of these
Articles of Incorporation or repeal of any provision hereof shall limit or
eliminate the benefits provided to directors and officers under this provision
in connection with any act or omission that occurred prior to such amendment or
repeal.
(5) To the fullest extent permitted by the General Laws of the State of
Maryland, subject to the requirements of the Investment Company Act of 1940, as
amended, no director or officer
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of the Corporation shall be personally liable to the Corporation or its security
holders for money damages. No amendment of these Articles of Incorporation or
repeal of any provision hereof shall limit or eliminate the benefits provided to
directors and officers under this provision in connection with any act or
omission that occurred prior to such amendment or repeal.
(6) The Board of Directors of the Corporation is vested with the sole
power, to the exclusion of the stockholders, to make, alter or repeal from time
to time any of the By-Laws of the Corporation except any particular By-Law which
is specified as not subject to alteration or repeal by the Board of Directors,
subject to the requirements of the Investment Company Act of 1940, as amended.
(7) The Board of Directors of the Corporation from time to time may
change the Corporation's name, or change the name or other designation of any
class or series of its stock, without the vote or consent of the stockholders of
the Corporation, in any manner and to the extent now or hereafter permitted by
the General Laws of the State of Maryland and by these Articles of
Incorporation.
(8) 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 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 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 of 1940, as amended.
ARTICLE VI.
REDEMPTION
(1) Each holder of shares of capital stock of the Corporation shall be
entitled to require the Corporation to redeem all or any part of the shares of
capital stock of the Corporation standing in the name of such holder on the
books of the Corporation, and all shares of capital stock issued by the
Corporation shall be subject to redemption by the Corporation, at the redemption
price of such shares as in effect from time to time as may be determined by the
Board of Directors of the Corporation in accordance with the provisions hereof,
subject to the right of the Board of Directors of the Corporation to suspend the
right of redemption of shares of capital stock of the Corporation or postpone
the date of payment of such redemption price in accordance with provisions of
applicable law. The redemption price of shares of capital stock of the
Corporation shall be the net asset value thereof as determined by the Board of
Directors of the Corporation from time to time in accordance with the provisions
of applicable law, less such redemption fee or liquidation fee, contingent
deferred sales charge or other charge or fee (which fees and charges may vary
within and among the classes and series of capital stock), if any, as may be
approved by the Board of Directors of the Corporation. Payment of the redemption
price
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shall be made by the Corporation at such time and in such manner as may be
determined from time to time by the Board of Directors of the Corporation.
(2) The Corporation shall, to the extent permitted by applicable law,
have the right at any time to redeem the shares owned by any holder of capital
stock of the Corporation (i) if the redemption is, in the opinion of the Board
of Directors, desirable in order to prevent the Corporation from being deemed a
"personal holding company" within the meaning of the Internal Revenue Code of
1986, as amended, or (ii) if the value of the shares in the account maintained
by the Corporation or its transfer agent for any class of stock for the
stockholder is below an amount determined from time to time by the Board of
Directors (the "Minimum Account Balance") and the stockholder has been given
written notice of the redemption as required by the General Laws of the State of
Maryland and has failed to make additional purchases of shares in an amount
sufficient to bring the value in his account to at least the Minimum Account
Balance before the redemption is effected by the Corporation.
(3) Payment of the redemption price by the Corporation may be made
either in cash or in securities or other assets at the time owned by the
Corporation or partly in cash and partly in securities or other assets at the
time owned by the Corporation.
ARTICLE VII.
DETERMINATION BINDING
Any determination made in good faith, so far as accounting matters are
involved, in accordance with accepted accounting practice by or pursuant to the
direction of the Board of Directors, as to the amount of assets, obligations or
liabilities of the Corporation, as to the amount of net income of the
Corporation from dividends and interest for any period or amounts at any time
legally available for the payment of dividends, as to the amount of any reserves
or charges set up and the propriety thereof, as to the time of or purpose for
creating reserves or as to the use, alteration or cancellation of any reserves
or charges (whether or not any obligation or liability for which such reserves
or charges shall have been created, shall have been paid or discharged or shall
be then or thereafter required to be paid or discharged), as to the price of any
security owned by the Corporation or as to any other matters relating to the
issuance, sale, redemption or other acquisition or disposition of securities or
shares of capital stock of the Corporation, and any reasonable determination
made in good faith by the Board of Directors as to whether any transaction
constitutes a purchase of securities on "margin," a sale of securities "short,"
or an underwriting or the sale of, or a participation in any underwriting or
selling group in connection with the public distribution of, any securities,
shall be final and conclusive, and shall be binding upon the Corporation and all
holders of its capital stock, past, present and future, and shares of the
capital stock of the Corporation are issued and sold on the condition and
understanding, evidenced by the purchase of shares of capital stock or
acceptance of share certificates, that any and all such determinations shall be
binding as aforesaid. No provision of these Articles of Incorporation shall be
effective to (a) require a waiver of compliance with any provision of the
Securities Act of 1933, as amended, or the Investment Company Act of 1940, as
amended, or of any valid rule, regulation or order of the Securities and
Exchange Commission thereunder or (b) protect or purport to protect any director
or officer of the Corporation against any liability to the Corporation or its
security holders to which he would otherwise be subject by
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reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office.
ARTICLE VIII.
PERPETUAL EXISTENCE
The duration of the Corporation shall be perpetual.
ARTICLE IX.
AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles of Incorporation, in any manner now or
hereafter prescribed by statute, including any amendment which alters the
contract rights, as expressly set forth in the charter, of any outstanding stock
and substantially adversely affects the stockholder's rights, and all rights
conferred upon stockholders herein are granted subject to this reservation.
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IN WITNESS WHEREOF, the undersigned incorporator of Merrill Lynch
Investment Managers Funds, Inc. hereby executes these Articles of Incorporation
and acknowledges the same to be her act.
Dated this 5th day of July, 2000.
/s/
Deborah M. Connor
Incorporator
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