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Exhibit 2
BY-LAWS OF MASTER MID CAP GROWTH TRUST
These By-Laws are made and adopted pursuant to Section 2.7 of the
Declaration of Trust establishing Master Mid Cap Growth Trust (the "Trust"),
dated July ___, 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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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,
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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
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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
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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
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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
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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 the 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
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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
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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,
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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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