Exhibit 2
BY-LAWS OF MASTER U.S. HIGH YIELD TRUST
These By-Laws are made and adopted pursuant to Section 2.7 of the
Declaration of Trust establishing Master U.S. High Yield Trust (the "Trust"),
dated June 9, 2000, as from time to time amended (the "Declaration"). All words
and terms capitalized in these By-Laws that are not otherwise defined herein
shall have the meaning or meanings set forth for such words or terms in the
Declaration.
ARTICLE I
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HOLDERS' MEETINGS
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Section 1.1. Chairman. The President shall act as chairman at all
meetings of the Holders, or the Trustees present at each meeting may elect a
temporary chairman for the meeting, who may be a Trustee.
Section 1.2. Proxies; Voting. Holders may vote either in person or
by duly executed proxy and each Holder shall be entitled to a vote proportionate
to his Interest in the Trust, all as provided in Article IX of the Declaration.
No proxy shall be valid after eleven (11) months from the date of its execution,
unless a longer period is expressly stated in such proxy.
Section 1.3. Fixing Record Dates. For the purpose of determining the
Holders who are entitled to notice of or to vote or act at a meeting, including
any adjournment thereof, the Trustees may from time to time fix a record date in
the manner provided in Section 9.3 of the Declaration. If the Trustees do not,
prior to any meeting of the Holders, so fix a record date, then the record date
for determining Holders entitled to notice of or to vote at the meeting of
Holders shall be the later of (i) the close of business on the day on which the
notice of meeting is first mailed to any Holder; or (ii) the thirtieth day
before the meeting.
Section 1.4. Inspectors of Election. In advance of any meeting of
the Holders, the Trustees may appoint one or more Inspectors of Election to act
at the meeting or any adjournment thereof. If Inspectors of Election are not
appointed in advance by the Trustees, the chairman, if any, of any meeting of
the Holders may, and on the request of any Holder or his proxy shall, appoint
one or more Inspectors of Election of the meeting. In case any person appointed
as Inspector fails to appear or fails or refuses to act, the vacancy may be
filled by appointment made by the Trustees in advance of the convening of the
meeting or at the meeting by the person acting as chairman. The Inspectors of
Election shall determine the Interests owned by Holders, the Interests
represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies, shall receive votes, ballots or consents, shall
hear and determine all challenges and questions in any way arising in connection
with the right to vote, shall count and tabulate all votes or consents,
determine the results, and do such other acts as may be proper to conduct the
election or vote with fairness to all Holders. If there is more than one
Inspector of Election, the decision, act or certificate of a majority is
effective in all respects as the decision, act or certificate of all Inspectors
of Election. On request of the chairman, if any, of the meeting, or of any
Holder or his proxy, the Inspectors of Election shall make a report in writing
of any challenge or question or matter determined by them and shall execute a
certificate of any facts found by them.
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Section 1.5. Records at Holders' Meetings: Inspection of Records. At
each meeting of the Holders there shall be open for inspection the minutes of
the last previous meeting of Holders of the Trust and a list of the Holders of
the Trust, certified to be true and correct by the secretary or other proper
agent of the Trust, as of the record date of the meeting. Such list of Holders
shall contain the name of each Holder in alphabetical order and the address and
Interests owned by such Holder. Holders shall have the right to inspect books
and records of the Trust during normal business hours and for any purpose not
harmful to the Trust.
ARTICLE II
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TRUSTEES
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Section 2.1. Annual and Regular Meetings. The Trustees shall hold an
annual meeting for the election of officers and the transaction of other
business which may come before such meeting. Regular meetings of the Trustees
may be held on such notice at such place or places and times as the Trustees may
by resolution provide from time to time.
Section 2.2. Special Meetings. Special Meetings of the Trustees
shall be held upon the call of the Chairman, if any, the President, the
Secretary or any two Trustees, by oral, telegraphic, telephonic or written
notice duly served on or sent or mailed to each Trustee not less than one day
before the meeting. No notice need be given to any Trustee who attends in person
or to any Trustee who, in writing signed and filed with the records of the
meeting either before or after the holding thereof, waives notice. Notice or
waiver of notice need not state the purpose or purposes of the meeting.
Section 2.3. Chairman: Records. The Chairman, if any, shall act as
chairman at all meetings of the Trustees; in his absence the President shall act
as chairman; and, in the absence of the Chairman and the President, the Trustees
present shall elect one of their number to act as temporary chairman. The
results of all actions taken at a meeting of the Trustees, or by written consent
of the Trustees, shall be recorded by the Secretary.
ARTICLE III
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OFFICERS
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Section 3.1. Executive Officers. The executive officers of the Trust
shall be a President, a Secretary, a Chief Accounting Officer and a Chief
Financial Officer or Treasurer. If the Trustees shall elect a Chairman pursuant
to Section 3.6 of these By-Laws, then the Chairman shall also be an executive
officer of the Trust. If the Trustees shall elect one or more Vice Presidents,
each such Vice President shall be an executive officer. The Chairman, if there
be one, shall be elected from among the Trustees, but no other executive officer
need be a Trustee. Any two or more executive offices, except those of President
and Vice President, may be held by the same person. A person holding more than
one office may not act in more than one capacity to execute, acknowledge or
verify on behalf of the Trust an instrument required by law to be executed,
acknowledged and verified by more than one officer. The executive officers of
the Trust shall be elected at each annual meeting of Trustees.
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Section 3.2. Other Officers and Agents. The Trustees may also elect
one or more Assistant Vice Presidents, Assistant Secretaries and Assistant
Treasurers, and such other officers and agents as the Trustees shall at any time
and from time to time deem to be advisable. The President may also appoint,
rename, or fix the duties, compensations or terms of office of one or more
Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers as may
be necessary or appropriate to facilitate management of the Trust's affairs.
Section 3.3. Election and Tenure. At the initial organization
meeting and thereafter at each annual meeting of the Trustees, the Trustees
shall elect the Chairman, if any, President, Secretary, Chief Accounting
Officer, Chief Financial Officer or Treasurer and such other officers as the
Trustees shall deem necessary or appropriate in order to carry out the business
of the Trust. Such officers shall hold office until the next annual meeting of
the Trustees and until their successors have been duly elected and qualified.
The Trustees may fill any vacancy in office or add any additional officers at
any time.
Section 3.4. Removal of Officers. Any officer may be removed at any
time, with or without cause, by action of a majority of the Trustees. This
provision shall not prevent the making of a contract of employment for a
definite term with any officer and shall have no effect upon any cause of action
which any officer may have as a result of removal in breach of a contract of
employment. Any officer may resign at any time by notice in writing signed by
such officer and delivered or mailed to the Chairman, if any, President, or
Secretary, and such resignation shall take effect immediately, or at a later
date according to the terms of such notice in writing.
Section 3.5. Authority and Duties. All officers as between
themselves and the Trust shall have such powers, perform such duties and be
subject to such restrictions, if any, in the management of the Trust as may be
provided in these By-Laws, or, to the extent not so provided, as may be
prescribed by the Trustees or by the president acting under authority delegated
by the Trustees pursuant to Section 3.2 of these By-Laws.
Section 3.6. Chairman. When and if the Trustees deem such action to
be necessary or appropriate, they may elect a Chairman from among the Trustees.
The Chairman shall preside at meetings of the Holders and of the Trustees; and
he shall have such other powers and duties as may be prescribed by the Trustees.
The Chairman shall in the absence or disability of the President exercise the
powers and perform the duties of the President.
Section 3.7. President. The President shall be the chief executive
officer of the Trust. He shall have general and active management of the
activities of the Trust, shall see to it that all orders, policies and
resolutions of the Trustees are carried into effect, and, in connection
therewith, shall be authorized to delegate to any Vice President of the Trust
such of his powers and duties as President and at such times and in such manner
as he shall deem advisable. In the absence or disability of the Chairman, or if
there be no Chairman, the President shall preside at all meetings of the Holders
and of the Trustees; and he shall have such other powers and perform such other
duties as are incident to the office of a corporate president and as the
Trustees may from time to time prescribe. The President shall be, ex officio, a
member of all standing committees. Subject to direction of the Trustees, the
President shall have the power, in the name and on behalf of the Trust, to
execute any and all loan documents, contracts, agreements, deeds,
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mortgages, and other instruments in writing, and to employ and discharge
employees and agents of the Trust. Unless otherwise directed by the Trustees,
the President shall have full authority and power, on behalf of all of the
Trustees, to attend and to act and to vote, on behalf of the Trust at any
meetings of business organizations in which the Trust holds an interest or to
confer such powers upon any other persons, by executing any proxies duly
authorizing such persons.
Section 3.8. Vice Presidents. The Vice President, if any, or, if
there be more than one, the Vice Presidents, shall assist the President in the
management of the activities of the Trust and the implementation of orders,
policies and resolutions of the Trustees at such times and in such manner as the
president may deem to be advisable. If there be more than one Vice President,
the Trustees may designate one as the Executive Vice President, in which case he
shall be first in order of seniority, and the Trustees may also grant to other
Vice Presidents such titles as shall be descriptive of their respective
functions or indicative of their relative seniority. In the absence or
disability of both the President and the Chairman, or in the absence or
disability of the President if there be no Chairman, the Vice President, or, if
there be more than one, the Vice Presidents in the order of their relative
seniority, shall exercise the powers and perform the duties of those officers.
Subject to the direction of the President, each Vice President shall have the
power in the name and on behalf of the Trust to execute any and all loan
documents, contracts, agreements, deeds, mortgages and other instruments in
writing, and, in addition, shall have such other powers and perform such other
duties as from time to time may be prescribed by the President or by the
Trustees.
Section 3.9. Assistant Vice President. The Assistant Vice President,
if any, or if there be more than one, the Assistant Vice Presidents, shall
perform such duties as may from time to time be prescribed by the Trustees or by
the President acting under authority delegated by the Trustees pursuant to
Section 3.7 of these By-Laws.
Section 3.10. Secretary. The Secretary shall (a) keep the minutes of
the meetings and proceedings and any written consents evidencing actions of the
Holders, the Trustees and any committees of the Trustees in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these By-Laws or as required by law; (c) be custodian of
the corporate records and of the seal of the Trust and, when authorized by the
Trustees, cause the seal of the Trust to be affixed to any document requiring
it, and when so affixed attested by his signature as Secretary or by the
signature of an Assistant Secretary; (d) perform any other duties commonly
incident to the office of secretary in a business trust organized under the laws
of the State of Delaware; and (e) in general, perform such other duties as from
time to time may be assigned to him by the President or by the Trustees.
Section 3.11. Assistant Secretaries. The Assistant Secretary, if
any, or, if there be more than one, the Assistant Secretaries in the order
determined by the Trustees or by the President, shall in the absence or
disability of the Secretary exercise the powers and perform the duties of the
Secretary, and he or they shall perform such other duties as the Trustees, the
President or the Secretary may from time to time prescribe.
Section 3.12. Treasurer. The Treasurer shall be the chief financial
officer of the Trust. The Treasurer shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Trust, shall deposit all
monies and other valuable effects in the name and
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to the credit of the Trust in such depositories as may be designated
by the Trustees, and shall render to the Trustees and the President, at regular
meetings of the Trustees or whenever they or the President may require it, an
account of all his transactions as Treasurer and of the financial condition of
the Trust. Certain of the duties of the Treasurer may be delegated to a chief
accounting officer.
If required by the Trustees, the Treasurer shall give the Trust a
bond in such sum and with such surety or sureties as shall be satisfactory to
the Trustees for the faithful performance of the duties of his office and for
the restoration to the Trust, in case of his death, resignation, retirement or
removal from office, all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the Trust.
Section 3.13. Assistant Treasurers. The Assistant Treasurer, if any,
or, if there be more than one, the Assistant Treasurers in the order determined
by the Trustees or by the President, shall in the absence or disability of the
Treasurer exercise the powers and perform the duties of the Treasurer, and he or
they shall perform such other duties as the Trustees, the President or the
Treasurer may from time to time prescribe.
Section 3.14. Bonds and Surety. Any officer may be required by the
Trustees to be bonded for the faithful performance of his duties in such amount
and with such sureties as the Trustees may determine.
ARTICLE IV
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MISCELLANEOUS
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Section 4.1. Depositories. Subject to Section 7.1 of the
Declaration, the funds of the Trust shall be deposited in such depositories as
the Trustees shall designate and shall be drawn out on checks, drafts or other
orders signed by such officer, officers, agent or agents (including any adviser,
administrator or manager), as the Trustees may from time to time authorize.
Section 4.2. Signatures. All contracts and other instruments shall
be executed on behalf of the Trust by such officer, officers, agent or agents,
as provided in these By-Laws or as the Trustees may from time to time by
resolution provide.
Section 4.3. Seal. The seal of the Trust, if any, may be affixed to
any document, and the seal and its attestation may be lithographed, engraved or
otherwise printed on any document with the same force and effect as if it had
been imprinted and attested manually in the same manner and with the same effect
as if done by a Delaware corporation.
ARTICLE V
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NON-TRANSFERABILITY OF INTERESTS
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Section 5.1. Non-Transferability of Interests. Except as provided in
Section 5.6 of the Declaration, Interests shall not be transferable. Except as
otherwise provided by law, the Trust shall be entitled to recognize the
exclusive right of a person in whose name Interests stand
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on the record of Holders as the owner of such Interests for all purposes,
including, without limitation, the rights to receive distributions, and to vote
as such owner, and the Trust shall not be bound to recognize any equitable or
legal claim to or interest in any such Interests on the part of any other
person.
Section 5.2. Regulations. The Trustees may make such additional
rules and regulations, not inconsistent with these By-Laws, as they may deem
expedient concerning the sale and purchase of Interests of the Trust.
ARTICLE VI
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AMENDMENT; LIMITATION OF LIABILITY
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Section 6.1. Amendment and Repeal of By-Laws. In accordance with
Section 2.7 of the Declaration, the Trustees shall have the power to alter,
amend or repeal the By-Laws or adopt new By-Laws at any time. Action by the
Trustees with respect to the By-Laws shall be taken by an affirmative vote of a
majority of the Trustees. The Trustees shall in no event adopt By-Laws which are
in conflict with the Declaration.
Section 6.2. Limitation of Liability. The Declaration refers to the
Trustees as Trustees, but not as individuals or personally; and no Trustee,
officer, employee or agent of the Trust shall be held to any personal liability,
nor shall resort be had to their private property for the satisfaction of any
obligation or claim or otherwise in connection with the affairs of the Trust;
provided, that nothing contained in the Declaration or the By-Laws shall protect
any Trustee or officer of the Trust from any liability to the Trust or its
Holders to which he would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office.
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