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Exhibit 99(1)(i)
MERRILL LYNCH BASIC VALUE FUND, INC.
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
Merrill Lynch Basic Value Fund, 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
III, Section (2) in its entirety and inserting the following in lieu thereof:
"(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")."
SECOND: The charter of the Corporation is hereby further amended by adding
the following provision as Article III, Section (5), and renumbering Article
III, Section (5) thereof as Article III, Section (6):
"(5) 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 of 1940, as amended (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."
THIRD: The charter of the Corporation is hereby further amended by deleting
Article V, 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 III, 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
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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 of 1940, as amended."
FOURTH: The charter of the Corporation is hereby further amended by adding
the following provision as Article VI, Section (6):
"(6) 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 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 of 1940, as
amended."
FIFTH: These Articles of Amendment have been advised by a majority of the
entire Board of Directors of the Corporation and approved by at least two-thirds
of the votes entitled to be cast by holders of the capital stock of the
Corporation.
SIXTH: The authorized capital stock of the Corporation has not been
increased by these Articles of Amendment.
SEVENTH: Except as amended hereby, the Corporation's charter shall remain
in full force and effect.
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IN WITNESS WHEREOF, Merrill Lynch Basic Value Fund, Inc. has caused these
Articles of Amendment to be signed in its name and on its behalf by its
President and attested by its Secretary on July 31, 2000.
Merrill Lynch Basic Value Fund, Inc.
By: /s/ Terry K. Glenn, President
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Terry K. Glenn, President
Attest:
/s/ Thomas D. Jones, III, Secretary
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Thomas D. Jones, III, Secretary
THE UNDERSIGNED, President of Merrill Lynch Basic Value Fund, 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/ Terry K. Glenn, President
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Terry K. Glenn, President
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