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EXHIBIT 1(e)
MERRILL LYNCH SMALL CAP VALUE FUND, INC.
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
MERRILL LYNCH SMALL CAP 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 a 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, Section (2), (4)
and (5) hereof and including any Articles Supplementary creating any class or
series of capital stock, in 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,
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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 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 SMALL CAP 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 SMALL CAP VALUE FUND,
INC.
By: /s/ Terry K. Glenn
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Terry K. Glenn
President
Attest:
/s/ Thomas D. Jones, III
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Thomas D. Jones, III
Secretary
THE UNDERSIGNED, President of MERRILL LYNCH SMALL CAP VALUE FUND, INC.,
who executed on behalf of said Corporation the foregoing Articles of Amendment,
of which this certificate is made a part, herby 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
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Terry K. Glenn
President
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