Exhibit 1(c)
ARTICLES OF AMENDMENT
Merrill Lynch U.S. High Yield Fund, Inc., a Maryland corporation having
its principal office in the State of Maryland at 300 East Lombard Street,
Baltimore, Maryland (hereinafter called the "Corporation"), hereby certifies to
the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation is hereby amended by deleting
Article II, 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 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 II, Section (5), and renumbering Article II,
Section (5) thereof as Article II, 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 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 IV, Section (5) in its entirety and inserting the following in
lieu thereof:
"(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
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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 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 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 V, Section 8.
"(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."
FIFTH: These Articles of Amendment have been advised by a majority of the
entire Board of Directors of the Corporation and approved by more than
two-thirds of the stockholders of the Corporation.
SIXTH: The authorized capital stock of the Corporation has not been
increased by these Articles of Amendment.
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SEVENTH: Except as amended hereby, the Corporation's charter shall remain
in full force and effect.
The President acknowledges these Articles of Amendment to be the corporate
act of the Corporation and states that to the best of such officer's knowledge,
information and belief the matters and facts set forth in these Articles with
respect to the authorization and approval of the amendment of the Corporation's
charter are true in all material respects, and that this statement is made under
the penalties of perjury.
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IN WITNESS WHEREOF, Merrill Lynch U.S. High Yield Fund, Inc. has caused
this instrument to be signed in its name and on its behalf by its President, and
witnessed by Phillip S. Gillespie, Director, Merrill Lynch Investment Managers,
L.P., on the ____ day of July, 2000.
MERRILL LYNCH U.S. HIGH YIELD
FUND, INC.
By:
---------------------------------
Terry K. Glenn, President
WITNESS:
---------------------------------
Phillip S. Gillespie, Director,
Merrill Lynch Investment Managers, L.P.
