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EXHIBIT 99.(A)(2)
CERTIFICATE OF CORRECTION
TO
ARTICLES OF INCORPORATION
OF
MERRILL LYNCH INVESTMENT MANAGERS
FUNDS, INC.
(A MARYLAND CORPORATION)
MERRILL LYNCH INVESTMENT MANAGERS FUNDS, INC., a Maryland corporation
(the "Corporation"), having its principal office in Maryland c/o The Corporation
Trust Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202, hereby
certifies to the State Department of Assessments and Taxation of Maryland (the
"Department") that:
FIRST: Articles of Incorporation, dated July 5, 2000, of the Corporation
were filed with the Department on July 6, 2000, and said Articles of
Incorporation require correction as permitted by Section 1-207 of the
Corporations and Associations Article of the Annotated Code of Maryland.
SECOND: (A) Article IV, Section 1 of the Articles of Incorporation as
previously filed and to be corrected hereby reads as follows:
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 ($2,000,000). The capital
stock initially consists of two series, known as Merrill Lynch Low
Duration Fund and Merrill Lynch Total Return Bond Fund (collectively,
the "Series", and each, a "Series"). Each Series shall consist, until
further changed, of Five Hundred Million (500,000,000) shares. The
shares of each Series shall consist, until further changed, of four
classes of shares designated Class A shares, Class B shares, Class C
shares and Class D shares (the "Classes"). Class A shares, Class C
shares and Class D shares of each Series shall consist, until further
changed, of One Hundred Million (100,000,000) shares and Class B shares
of each Series shall consist, until further changed, of Two Hundred
Million (200,000,000) shares.
(B) Article IV, Section 1 of the Articles of Incorporation as corrected
hereby shall read as follows:
The total number of shares of capital stock which the
Corporation shall have authority to issue is One Billion (1,000,000,000)
shares, of the par value of One Cent ($.01) per share, and of the
aggregate par value of One Million Dollars ($1,000,000). 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
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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.
(C) The inaccuracy or defect in Article IV, Section 1 of the Articles of
Incorporation as previously filed was a typographical error.
IN WITNESS WHEREOF, Merrill Lynch Investment Managers Funds, Inc. has
caused this Certificate of Correction to be signed in its name and on its behalf
by its President and witnessed by its Secretary on August 2, 2000.
WITNESS: MERRILL LYNCH INVESTMENT
MANAGERS FUNDS, INC.
/s/ By: /s/
Turner Swan, Secretary Nancy D. Celick, President
THE UNDERSIGNED, President of MERRILL LYNCH INVESTMENT MANAGERS FUNDS,
INC., with respect to the foregoing Certificate of Correction of which this
certificate is made a part, hereby acknowledges, in the name and on behalf of
the Corporation, the foregoing Certificate of Correction to be the act of the
Corporation and further certifies that, to the best of her 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, under
the penalties of perjury.
/s/
Nancy D. Celick, President
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