EX-99.1(C) 3 dex991c.txt ARTICLES SUPPLEMENTARY OF THE REGISTRANT Exhibit 1(c) Articles Supplementary Increasing the Authorized Capital Stock of the Corporation and Creating an Additional Class of Common Stock Mercury Funds, Inc. (hereinafter called the "Corporation"), a Maryland corporation, having its principal office in the State of Maryland in the City of Baltimore, hereby certifies to the State Department of Assessments and Taxation of the State of Maryland that: 1. The Corporation is registered as an open-end investment company under the Investment Company Act of 1940, as amended, with the authority to issue Eleven Billion (11,000,000,000) shares of capital stock as follows: Series and Classes Number of Authorized Shares Merrill Lynch Pan-European Growth Fund Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Class D Common Stock 100,000,000 Merrill Lynch International Fund Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Class D Common Stock 100,000,000 Merrill Lynch Global Balanced Fund Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Class D Common Stock 100,000,000 Mercury Japan Capital Fund Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury U.S. Small Cap Growth Fund Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Series and Classes Number of Authorized Shares Mercury U.S. Large Cap Fund Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 300,000,000 Class C Common Stock 100,000,000 Mercury Emerging Economies Fund Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Select Growth Fund Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 9 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 10 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 11 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 12 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 2 Series and Classes Number of Authorized Shares Mercury Fund 13 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 14 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 15 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 16 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 17 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 18 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 19 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 3 Series and Classes Number of Authorized Shares Mercury Fund 20 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 21 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 22 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 23 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 24 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 25 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 26 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 4 Series and Classes Number of Authorized Shares Mercury Fund 27 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Total: 11,000,000,000 All shares of all classes of the Corporation's capital stock have a par value of One Hundreth of One Cent ($0.0001) per share, and an aggregate par value of One Million One Hundred Thousand Dollars ($1,100,000). 2. The Board of Directors of the Corporation, acting in accordance with Section 2-105(c) of the Maryland General Corporation Law and Article IV, paragraph (3) of the Fourth Articles of Amendment and Restatement, hereby increases the total number of authorized shares of Common Stock of the Corporation by Four Hundred Million (400,000,000) and designates such newly authorized shares as Class R Common Stock. 3. The preferences, designations, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms or conditions of redemption of Class R Common Stock are as follows: The Class R Common Stock of the Corporation shall represent the same interest in the Corporation and have identical preferences, designations, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption as the Class C Common Stock as of the date of these Articles Supplementary, except as otherwise set forth in the Corporation's charter and further except that: (i) Expenses related to the distribution of the Class R Common Stock shall be borne solely by such class and such class shall have exclusive voting rights with respect to matters relating to the expenses being borne solely by such class; and (ii) Such distribution expenses borne solely by Class R Common Stock shall be appropriately reflected (in the manner determined by the Board of Directors) in the net asset value, dividends, distribution and liquidation rights of the shares of such class. 5 4. After this increase in the number of authorized shares and the classification of the newly authorized shares as Class R Common Stock, the Corporation will have the authority to issue Eleven Billion Four Hundred Million (11,400,000,000) shares of capital stock as follows: Series and Classes Number of Authorized Shares Merrill Lynch Pan-European Growth Fund Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Class D Common Stock 100,000,000 Class R Common Stock 100,000,000 Merrill Lynch International Fund Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Class D Common Stock 100,000,000 Class R Common Stock 100,000,000 Merrill Lynch Global Balanced Fund Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Class D Common Stock 100,000,000 Class R Common Stock 100,000,000 Mercury Japan Capital Fund Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury U.S. Small Cap Growth Fund Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Class R Common Stock 100,000,000 Mercury U.S. Large Cap Fund Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 300,000,000 Class C Common Stock 100,000,000 6 Series and Classes Number of Authorized Shares Mercury Emerging Economies Fund Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Select Growth Fund Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 9 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 10 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 11 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 12 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 13 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 7 Series and Classes Number of Authorized Shares Mercury Fund 14 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 15 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 16 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 17 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 18 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 19 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 20 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 8 Series and Classes Number of Authorized Shares Mercury Fund 21 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 22 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 23 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 24 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 25 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 26 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Mercury Fund 27 Class I Common Stock 100,000,000 Class A Common Stock 100,000,000 Class B Common Stock 100,000,000 Class C Common Stock 100,000,000 Total: 11,400,000,000 9 After this increase, all shares of all classes of the Corporation's capital stock will have a par value of One Hundreth of One Cent ($0.0001) per share, and an aggregate par value of One Million Four Hundred Ten Thousand Dollars ($1,410,000). IN WITNESS WHEREOF, Mercury Funds, Inc. has caused these presents to be signed in its name and on its behalf by its President and attested by its Secretary on __________ __, 2002. Mercury Funds, Inc. By: ------------------------------------- Terry K. Glenn President ATTEST: ----------------------------- Susan B. Baker Secretary The undersigned, President of Mercury Funds, Inc. who executed on behalf of said Corporation the foregoing Articles Supplementary, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, the matters set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. Dated: __________ __, 2002 ------------------------------------- Terry K. Glenn President 10