Document/Exhibit Description Pages Size
1: 485APOS Van Eck Funds 117 573K
60: EX-27.1 ƒ Financial Data Schedule 2 21K
61: EX-27.2 Financial Data Schedule 2 21K
62: EX-27.3 Financial Data Schedule 2 21K
63: EX-27.4 Financial Data Schedule 2 21K
64: EX-27.5 Financial Data Schedule 2 21K
65: EX-27.6 Financial Data Schedule 2 21K
66: EX-27.7 Financial Data Schedule 2 21K
67: EX-27.8 Financial Data Schedule 2 21K
50: EX-99.10.10 Opinion of Goodwin, Proctor & Hoar-Class B Global 1 21K
Har
45: EX-99.10.2 Opinion of Goodwin, Proctor & Hoar W/Respect to 1 20K
Gold/
46: EX-99.10.4 Opinion of Goodwin, Proctor & Hoar-Int'L. 1 20K
Investors
47: EX-99.10.5 Opinion of Goodwin, Proctor & Hoar-Asia Dynasty 1 22K
Fund
48: EX-99.10.6 Opinion of Goodwin, Proctor & Hoar-Class B Asia 2± 22K
Dynas
49: EX-99.10.8 Opinion of Goodwin, Proctor & Hoar-Global Hard 1 21K
Assets
51: EX-99.11 Consent of Independent Accountants 1 19K
52: EX-99.14C Registrant's Form of Simplified Employee Plan 29 56K
53: EX-99.14D Amendments to the Retirement Plan for Self-Employe 88 175K
54: EX-99.15A2 Plan of Distribution W/Respect to Asia Dynasty Fun 7 38K
55: EX-99.15A3 Plan of Distribution W/Respect to Class B-Asia Dyn 12 57K
56: EX-99.15A5 Plan of Distribution Pursuant to Rule 12B-1 Class 5 37K
C
57: EX-99.15A6 Plan of Distribution to Rule 12B-1 (Global Hard 3 22K
Ass
58: EX-99.15A8 Plan of Distribution Pursuant to Rule 12B-1 (Class 5 35K
B
59: EX-99.18 Power of Attorney 1 20K
2: EX-99.1A1 Master Trust Agreement 31 114K
3: EX-99.1A2 Amendment No. 1 to Master Trust Agreement 2 19K
4: EX-99.1A3 Amendment No. 2 to Master Trust Agreement 2 19K
5: EX-99.1A4 Amendment No. 3 to Master Trust Agreement 2 20K
6: EX-99.1A5 Amendment No. 4 to Master Trust Agreement 2 20K
7: EX-99.1A6 Amendment No. 5 to Master Trust Agreement 2 20K
8: EX-99.1A7 Amendment No. 6 to Master Trust Agreement 4 25K
9: EX-99.1A8 Amendment No. 7 to Master Trust Agreement 3 21K
10: EX-99.1B1 Amended and Restated Master Trust Agreement 35 128K
19: EX-99.1B10 Amendment No. 9 to Amended & Restated Master Trust 2 23K
Ag
11: EX-99.1B2 Amended and Restated Master Trust Agreement 3 22K
12: EX-99.1B3 Amendment No. 2 to Amended & Restated Master Trust 2 22K
Ag
13: EX-99.1B4 Amendment No. 3 to Amended & Restated Master Trust 2 23K
Ag
14: EX-99.1B5 Amendment No. 4 to Amended & Restated Master Trust 3 25K
Ag
15: EX-99.1B6 Amendment No. 5 to Amended & Restated Master Trust 5 31K
Ag
16: EX-99.1B7 Amendment No. 6 to Amended & Restated Master Trust 5 30K
Ag
17: EX-99.1B8 Amendment No. 7 to Amended & Restated Master Trust 2 23K
Ag
18: EX-99.1B9 Amendment No. 8 to Amended & Restated Master Trust 4 29K
Ag
20: EX-99.2 By-Laws of Van Eck Funds 7 34K
21: EX-99.5A Advisory Agreement 10 41K
22: EX-99.5B1 Letter Agreement to Add Gold/Resources Fund 2 20K
23: EX-99.5C Form of Advisory Agreement 7 37K
24: EX-99.5D Advisory Agreement Between Van Eck 9 39K
25: EX-99.5E2 Letter Agreement to Add Gold/Resources Fund & Inte 1 20K
26: EX-99.5F Advisory Agreement Between Van Eck Associates & in 11 46K
27: EX-99.5G Sub-Investment Advisory Agreement 9 54K
28: EX-99.6A Distribution Agreement 7 38K
29: EX-99.6B1 Letter Agreement to Add Gold/Resources Fund & U.S. 2 21K
Go
30: EX-99.6B3 Form of Van Eck Funds 1 20K
31: EX-99.6C2 Letter Agreement to Add Global Hard Assets Fund 1 20K
32: EX-99.6C3 Letter Agreement to Add Global Hard Assets Fund 1 20K
33: EX-99.6D Amendment to Form of Selling Group Agreement 4 39K
34: EX-99.6E Selling Group Agreement 7 38K
35: EX-99.7 Deferred Fee Agreement 3 32K
36: EX-99.8A Global Custody Agreement 22 93K
37: EX-99.8B Global Custody Agreement 22 92K
38: EX-99.9A Procedural Agreement Among Merrill Lynch Futures 54 124K
39: EX-99.9B Commodity Customer's Agreement 14± 65K
40: EX-99.9C Agreement & Plan of Redomicile & Reorganization 4 31K
41: EX-99.9D Form of Accounting & Administrative Services 6 39K
Agreeme
42: EX-99.9E Accounting & Administrative Services Agreement 9 43K
43: EX-99.9F2 Letter of Agreement to Add Gold/Resources Fund 3 23K
44: EX-99.9F3 Letter Agreement to Add Global Hard Assets Fund 1 20K
EX-99.1B1 — Amended and Restated Master Trust Agreement
Exhibit Table of Contents
VAN ECK FUNDS
AMENDED AND RESTATED
MASTER TRUST AGREEMENT
February 6, 1992
(C)1992 Goodwin, Procter & Hoar
All Rights Reserved
VAN ECK FUNDS
AMENDED AND RESTATED
MASTER TRUST AGREEMENT
[Download Table]
Page
----
ARTICLE I. NAME AND DEFINITIONS 1
--------- --------------------
Section 1.1 Name 1
Section 1.2 Definitions 1
(a) "Trust" 2
(b) "Trustees" 2
(c) "class" 2
(d) "Shares" 2
(e) "Sub-Trust" or "Series" 2
(f) "Shareholder" 2
(g) "1940 Act" 2
(h) "Commission" 2
(i) "Declaration of Trust" 2
(j) "By-Laws" 2
(k) "Securities" or "Security" 2
ARTICLE II. PURPOSE OF TRUST 2
---------- ----------------
ARTICLE III. THE TRUSTEES 3
----------- ------------
Section 3.1 Number, Designation, Election, Term, etc. 3
(a) Initial Trustee(s) 3
(b) Number 3
(c) Election and Term 3
(d) Resignation and Retirement 3
(e) Removal 3
(f) Vacancies 4
(g) Effect of Death, Resignation, etc. 4
(h) No Accounting 4
Section 3.2 Powers of Trustees 4
(a) Investments 5
(b) Disposition of Assets 6
(0) ownership Powers 6
(d) Subscription 6
(e) Form of Holding 6
(f) Reorganization, etc. 6
(g) Voting Trusts, etc. 6
(h) Compromise 6
(i) Partnerships, etc. 6
(j) Borrowing and Security 7
(k) Guarantees, etc. 7
(1) Insurance 7
(m) Pensions, etc. 7
(i)
Section 3.3 Certain Contracts 8
(a) Advisory 8
(b) Administration 8
(c) Distribution 8
(d) Custodian and Depository 8
(e) Transfer and Dividend Dis-
bursing Agency 8
(f) Shareholder Servicing 9
(g) Accounting 9
Section 3.4 Payment of Trust Expenses and
Compensation of Trustees 10
Section 3.5 Ownership of Assets of the Trust 10
Section 3.6 Investment Restrictions with Respect
to International Investors 10
ARTICLE IV. SHARES 11
--------- ------
Section 4.1 Description of Shares 11
Section 4.2 Establishment and Designation of
Sub-Trusts 13
(a) Assets Belonging to Sub-Trusts 13
(b) Liabilities Belonging to Sub-Trusts 14
(c) Dividends 15
(d) Liquidation 15
(e) Voting 16
(f) Redemption by Shareholder 16
(g) Redemption by Trust 17
(h) Net Asset Value 17
(i) Transfer 18
(j) Equality 18
(k) Fractions 18
(l) Conversion Rights 18
Section 4.3 Ownership of Shares 19
Section 4.4 Investments in the Trust 19
Section 4.5 No Pre-emptive Rights 19
Section 4.6 Status of Shares and Limitation of
Personal Liability 19
ARTICLE V. SHAREHOLDER' VOTING POWERS AND MEETINGS 20
--------- ---------------------------------------
Section 5.1 Voting Powers 20
Section 5.2 Meetings 20
(ii)
[Download Table]
Section 5.3 Record Dates 21
Section 5.4 Quorum and Required Vote 21
Section 5.5 Action by Written Consent 22
Section 5.6 Inspection of Records 22
Section 5.7 Additional Provisions 22
Section 5.8 Shareholder Communications 22
ARTICLE VI. LIMITATION OF LIABILITY; INDEMNIFICATION 23
---------- ----------------------------------------
Section 6.1 Trustees, Shareholders, etc. Not
Personally Liable; Notice 23
Section 6.2 Trustee's Good Faith Action; Expert
Advice; No Bond or Surety 24
Section 6.3 Indemnification of Shareholders 24
Section 6.4 Indemnification of Trustees, Officers,
etc. 24
Section 6.5 Compromise Payment 26
Section 6.6 Indemnification Not Exclusive, etc. 26
Section 6.7 Liability of Third Persons Dealing with
Trustees 26
ARTICLE VII. MISCELLANEOUS 27
----------- -------------
Section 7.1 Duration and Termination of Trust 27
Section 7.2 Reorganization 27
Section 7.3 Amendments 28
Section 7.4 Filing of Copies; References; Headings 29
Section 7.5 Applicable Law 29
Section 7.6 Name of Trust 30
(iii)
VAN ECK FUNDS
AMENDED AND RESTATED
MASTER TRUST AGREEMENT
AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts the 3rd day
of April, 1985 (the "Original Master Trust Agreement"), by the Trustee
hereunder, and by the holder of shares of beneficial interest to be issued
hereunder as hereinafter provided is amended and restated in its entirety this
6th day of February, 1992 in the City of New York in the State of New York, as
follows:
WITNESSETH
WHEREAS this Trust has been formed to carry on the business of an investment
company; and
WHEREAS this Trust is authorized to issue its shares of beneficial interest
in separate series, each separate series to be a Sub-Trust hereunder, and to
issue classes of Shares of any Sub-Trust or divide Share of any Sub-Trust into
two or more classes, all in accordance with the provisions hereinafter set
forth; and
WHEREAS the Trustees have agreed to manage all property coming into their
hands as trustees of a Massachusetts business trust in accordance with the
provisions hereinafter set forth.
NOW, THEREFORE, the Trustees hereby declare that they will hold all cash,
securities and other assets which they may from time to time acquire in any
manner as Trustees hereunder IN TRUST to manage and dispose of the same upon the
following terms and conditions for the benefit of the holders from time to time
of shares of beneficial interest in this Trust or Sub-Trusts created hereunder
as hereinafter set forth.
ARTICLE I
---------
NAME AND DEFINITIONS
--------------------
Section 1.1 Name. This Trust shall be known as "VAN ECK FUNDS" and the
----
Trustees shall conduct the business of the Trust under that name or any other
name or names as they may from time to time determine.
Section 1.2 Definitions. Whenever used herein, unless otherwise required
-----------
by the context or specifically provided:
(a) The "Trust" refers to the Massachusetts business trust established by
this Agreement and Declaration of Trust, as amended from time to time, inclusive
of each and every Sub-Trust established hereunder;
(b) "Trustees" refers to the Trustees of the Trust and of each Sub-Trust
hereunder named herein or elected in accordance with Article III;
(c) "class" refers to any class of Shares of any Series or Sub-Trust
established and designated under or in accordance with the provisions of Article
IV;
(d) "Shares" refers to the transferable units of interest into which the
beneficial interest in the Trust and each Sub-Trust of the Trust and/or Shares
of any Sub-Trust (as the context may require) shall be divided from time to
time;
(e) "Series" or "Sub-Trust" refers to series of Shares established and
designated under or in accordance with the provisions of Article-IV, each of
which Series shall be a Sub-Trust of the Trust;
(f) "Shareholder" means a record owner of Shares;
(g) The "1940 Act" refers to the Investment Company Act of 1940 and the
Rules and Regulations thereunder, all as amended from time to time;
(h) The term "Commission" shall have the meaning given it in the 1940 Act;
(i) "Declaration of Trust" shall mean this Agreement and Declaration of
Trust as amended or restated from time to time;
(j) "By-Laws" shall mean the By-Laws of the Trust as amended from time to
time; and
(k) "Securities" or "Security" shall mean and include, but shall not be
limited to, those securities described in Section 2(a)(36) of the 1940 Act.
ARTICLE II
----------
PURPOSE OF TRUST
----------------
The purpose of the Trust is to operate as an investment company and to offer
Shareholders of the Trust and each Sub-Trust of the Trust one or more investment
programs primarily in Securities or other property.
2
ARTICLE III
-----------
THE TRUSTEES
------------
Section 3.1 Number, Designation, Election, Term, etc.
-----------------------------------------
(a) Trustees. The Trustees hereof and of each Sub-Trust shall be John C.
--------
van. Eck, Jeremy H. Biggs, Richard D. Cowell, James C. Dudley, Wesley G. McCain,
Harvey E. Mole, Ralph F. Peters, Fred M. van Eck and Alling Woodruff.
(b) Number. The Trustees serving as such, whether named above or hereafter
------
becoming Trustees, may increase or decrease the number of Trustees to a number
other than the number theretofore determined. No decrease in the number of
Trustees shall have the effect of removing any Trustee from office prior to the
expiration of his term, but the number of Trustees may be decreased in
conjunction with the removal of a Trustee pursuant to subsection (e) of this
Section 3.1.
(c) Election and Term. The Trustees shall be elected by the Shareholders
-----------------
of the Trust. Each Trustee, whether named above or hereafter becoming a Trustee,
shall serve as a Trustee of the Trust and of each Sub-Trust hereunder during the
lifetime-of this Trust and until its termination as hereinafter provided except
as such Trustee sooner dies, resigns, retires or is removed. Subject to Section
16(a) of the 1940 Act, the Trustees may elect their own successors and may,
pursuant to Section 3.1(f) hereof, appoint Trustees to fill vacancies.
(d) Resignation and Retirement. Any Trustee may resign his trust or retire
--------------------------
as a Trustee, by written instrument signed by him and delivered to the other
Trustees or to any officer of the, Trust, and such resignation or retirement
shall take effect upon such delivery or upon such later date as is specified in
such instrument and shall be effective as to the Trust and each Sub-Trust
hereunder.
(e) Removal. Any Trustee may be removed with or without cause at any time:
-------
(i) by written instrument, signed by at least two-thirds of the number of
Trustees in office immediately prior to such removal, specifying the date upon
which such removal shall become effective; or (ii) by vote of Shareholders
holding not less than two-thirds of the Shares then outstanding, cast in person
or by proxy at any meeting called for the purpose; or (iii) by a written
declaration signed by Shareholders holding not less than two-thirds of the
Shares then outstanding and filed with the Trust's Custodian. Any such removal
shall be effective as to the Trust and each Sub-Trust hereunder.
3
(f) Vacancies. Any vacancy or anticipated vacancy resulting from any
---------
reason, including without limitation the death, resignation, retirement, removal
or incapacity of any of the Trustees, or resulting from an increase in the
number of Trustees by the other Trustees may (but need not unless required by
the 1940 Act) be filled by a majority of the remaining Trustees, subject to the
provisions of Section 16(a) of the 1940 Act, through the appointment in writing
of such other person as such remaining Trustees in their discretion shall
determine and such appointment shall be effective upon the written acceptance of
the person named therein to serve as a Trustee and agreement by such person to
be bound by the provisions of this Declaration of Trust, except that any such
appointment in anticipation of a vacancy to occur by reason of retirement,
resignation, or increase in number of Trustees to be effective at a later date
shall become effective only at or after the effective date of said retirement,
resignation, or increase in number of Trustees. As soon as any Trustee so
appointed shall have accepted such appointment and shall have agreed in writing
to be bound by this Declaration of Trust and the appointment is effective, the
Trust estate shall vest in the new Trustee, together with the continuing
Trustees, without any further act or conveyance.
(g) Effect of Death, Resignation, etc. The death, resignation, retirement,
---------------------------------
removal, or incapacity of the Trustees, or any one of them, shall not operate to
annul or terminate the Trust or any Sub-Trust hereunder or to revoke or
terminate any existing agency or contract created or entered into pursuant to
the terms of this Declaration of Trust.
(h) No Accounting. Except to the extent required by the 1940 Act or under
-------------
circumstances which would justify his removal for cause, no person ceasing to be
a Trustee as a result of his death, resignation, retirement, removal or
incapacity (nor the estate of any such person) shall be required to make an
accounting to the Shareholders or remaining Trustees upon such cessation.
Section 3.2 Powers of Trustees. Subject to the provisions of this
------------------
Declaration-of Trust, the business of the Trust shall be managed by the
Trustees, and they shall have all powers necessary or convenient to carry out
that responsibility and the purpose of the Trust. Without limiting the
foregoing, the Trustees may adopt By-Laws not inconsistent with this Declaration
of Trust providing for the conduct of the business and affairs of the Trust and
may amend and repeal them to the extent that such By-Laws do not reserve that
right to the Shareholders; they may from time to time in accordance with the
provisions of Section 4.1 hereof establish Sub-Irusts, each such Sub-Trust to
operate as a separate and distinct investment
4
medium and with separately defined investment objectives, policies and
investment purposes; they may from time to time in accordance with the
provisions of Section 4.1 hereof establish classes of Shares of any Series or
Sub-Trust or divide the Shares of any series or Sub-Trust into two or more
classes; they may as they consider appropriate elect and remove officers and
appoint and terminate agents and consultants and hire and terminate employees,
any one or more of the foregoing of whom may be a Trustee, and may provide for
the compensation of all of the foregoing; they may appoint from their own
number, and terminate, any one or more committees consisting of two or more
Trustees, including without implied limitation an executive committee, which
may, when the Trustees are not in session and subject to the 1940 Act, exercise
some or all of the power and authority of the Trustees as the Trustees may
determine; in accordance with Section 3.3 they may employ one or more Advisers,
Administrators, Depositories and Custodians and may authorize any Depository or
Custodian to employ subcustodians or agents and to deposit all or any part of
such assets in a system or systems for the central handling of securities and
debt instruments, retain transfer, dividend, accounting or Shareholder servicing
agents or any of the foregoing, provide for the distribution of Shares by the
Trust through one or more distributors, principal underwriters or otherwise, and
set record dates or times for the determination of Shareholders or various of
them with respect to various matters; they may compensate or provide for the
compensation of the Trustees, officers, advisers, administrators, custodians,
other agents, consultants and employees of the Trust or the Trustees on such
terms as they deem appropriate; and in general they may delegate to any officer
of the Trust, to any committee of the Trustees and to any employee, adviser,
administrator, distributor, depository, custodian, transfer and dividend
disbursing agent, or any other agent or consultant of the Trust such authority,
powers, functions and duties as they consider desirable or appropriate for the
conduct of the business and affairs of the Trust, including without implied
limitation the power and authority to act in the-name of the Trust and any Sub-
Trust and of the Trustees, to sign documents and to act as attorney-in-fact for
the Trustees.
Without limiting the foregoing and to the extent not inconsistent with the
1940 Act or other applicable law, the Trustees shall have power and authority
for and on behalf of the Trust and each separate Sub-Trust established
hereunder:
(a) Investments. To invest and reinvest cash and other property, and to
-----------
hold cash or other property uninvested without in any event being bound or
limited by any present or future law or custom in regard to investments by
trustees;
5
(b) Disposition of Assets. To sell, exchange, lend, pledge, mortgage,
---------------------
hypothecate, write options on and lease any or all of the assets of the Trust;
(c) Ownership Powers. To vote or give assent, or exercise any rights Of
----------------
ownership, with respect to Securities or other property; and to execute and
deliver proxies or powers of attorney to such person or persons as the Trustees
shall deem proper, granting to such person or persons such power and discretion
with relation to Securities or other property as the Trustees shall deem proper;
(d) Subscription. To exercise powers and rights of subscription or
------------
otherwise which in any manner arise out of ownership of Securities;
(e) Form of-Holding. To hold any Securities or other property in a form
---------------
not indicating any trust, whether in bearer, unregistered or other negotiable
form, or in the name of the Trustees or of the Trust or of any Sub-Trust or in
the name of a custodian, subcustodian or other depositary or a nominee or
nominees or otherwise;
(f) Reorganization, etc. To consent to or participate in any plan for the
-------------------
reorganization, consolidation or merger of any corporation or issuer, any
Security of which is or was held in the Trust; to consent to any contract,
lease, mortgage, purchase or sale of property by such corporation or issuer, and
to pay calls or subscriptions with respect to
any Security held in the Trust;
(g) Voting Trusts, etc. To join with other holders of any Securities in
------------------
acting through a committee, depositary, voting trustee or otherwise, and in that
connection to deposit any Security with, or transfer any Security to, any such
committee, depositary or trustee, and to delegate to them such power and
authority with relation to any Security (whether or not so deposited or
transferred) as the Trustees shall deem proper, and to agree to pay, and to pay,
such portion of the expenses and compensation of such committee, depositary or
trustee as the Trustees shall deem proper;
(h) Compromise. To compromise, arbitrate or otherwise adjust claims in
----------
favor of or against the Trust or any Sub-Trust or any matter in controversy,
including but not limited to claims for taxes;
(i) Partnerships, etc. To enter into joint ventures, general or limited
------------------
partnerships and any other combinations or associations;
6
(j) Borrowing and Security. To borrow funds and to mortgage and pledge the
----------------------
assets of the Trust or any Sub-Trust or any part thereof to secure obligations
arising in connection with such borrowing;
(k) Guarantees, etc. To endorse or guarantee the payment of any notes or
---------------
other obligations of any person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof; and to mortgage and pledge the
Trust property (or Sub-Trust property) or any part thereof to secure any of or
all such obligations;
(l) Insurance. To purchase and pay for entirely out of Trust property such
---------
insurance as they may deem necessary or appropriate for the conduct of the
business, including, without limitation, insurance policies insuring the assets
of the Trust and payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, consultants, investment advisers, managers,
administrators, distributors, principal underwriters, or independent
contractors, or any thereof (or any person connected therewith), of the Trust
individually against all claims and liabilities of every nature arising by
reason of holding, being or having held any such office or position, or by
reason of any action alleged to have been taken or omitted by any such person in
any such capacity, including any action taken or omitted that may be determined
to constitute negligence, whether or not the Trust would have the power to
indemnify such person against such liability; and
(m) Pensions, etc. To pay pensions for faithful service, as deemed
-------------
appropriate by the Trustees, and to adopt, establish and carry out pension,
profit-sharing, share bonus, share purchase, savings, thrift and other
retirement, incentive and benefit plans, trust and provisions, including the
purchasing of life insurance and annuity contracts as a means of providing such
retirement and other benefits, for any or all of the Trustees, officers,
employees and agents of the Trust.
Except as otherwise provided by the 1940 Act or other applicable law, this
Declaration of Trust or the By-Laws, any action to be taken by the Trustees on
behalf of the Trust or any Sub-trust or class thereof may be taken by a majority
of the Trustees present at a meeting of Trustees (a quorum, consisting of At
least a majority of the Trustees then in office, being present), within or
without Massachusetts, including any meeting held by means of a conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting, or
by written consents of a majority of
7
the Trustees then in office (or such larger or different number as may be
required by the 1940 Act or other applicable law).
Section 3.3 Certain Contracts. Subject to compliance with the provisions
-----------------
of the 1940 Act, but notwithstanding limitations of present and future law or
custom in regard to delegation of powers by trustees generally, the Trustees
may, at any time and from time to time and without limiting the generality of
their powers and authority otherwise set forth herein, enter into one or more
contracts with any one or more corporations, trusts, associations, partnerships,
limited partnerships, other type of organizations, or individuals ("Contracting
Party"), to provide for the performance and assumption of some or all of the
following services, duties and responsibilities to, for or on behalf of the
Trust and/or any Sub-Trust, and/or the Trustees, and to provide for the
performance and assumption of such other services, duties and responsibilities
in addition to those set forth below as the Trustees may determine appropriate:
(a) Advisor. Subject to the general supervision of the Trustees and in
-------
conformity with the stated policy of the Trustees with respect to the
investments of the Trust or of the assets belonging to any Sub-Trust of the
Trust (as that phrase is defined in subsection (a) of Section 4.2), to manage
such investments and assets, make investment decisions with respect thereto, and
to place purchase and sale orders for portfolio transactions relating to such
investments and assets;
(b) Administration. Subject to the general supervision of the Trustees and
--------------
in conformity with any policies of the Trustees with respect to the operations
of the Trust and each Sub-Trust, to supervise all or any part of the operations
of the Trust and each Sub-Trust (including each class thereof), and to provide
all or any part of the administrative and clerical personnel, office space and
office equipment and services appropriate for the efficient administration and
operations of the Trust and each Sub-Trust;
(c) Distribution. To distribute the Shares of the Trust and each Sub-
------------
Trust, to be principal underwriter of such Shares, and/or to act at agent of the
Trust and each Sub-Trust in the sale of Shares and the acceptance or rejection
of orders for the purchase of Shares;
(d) Custodian and Depository. To act as depository for and to maintain
------------------------
custody of the property of the Trust and each Sub-Trust and accounting records
in connection therewith;
(e) Transfer and Dividend Disbursing Agency. To maintain records of the
---------------------------------------
ownership of outstanding Shares, the issuance and redemption and the transfer
thereof, and to disburse any
8
dividends declared by the Trustees and in accordance with the policies of the
Trustees and/or the instructions of any particular Shareholder to reinvest any
such dividends;
(f) Shareholder Servicing. To provide service with respect to the
---------------------
relationship of the Trust and its Shareholders, records with respect to
Shareholders and their Shares, and similar matters; and
(g) Accounting. To handle all or any part of the accounting
----------
responsibilities, whether with respect to the Trust's properties, Shareholders
or otherwise.
The same person may be the Contracting Party for some or all of the
services, duties and responsibilities to, for and of the Trust and/or the
Trustees, and the contracts with respect thereto may contain such terms
interpretive of or in addition to the delineation of the services, duties and
responsibilities provided for, including provisions that are not inconsistent
with the 1940 Act relating to the standard of duty of and the rights to
indemnification of the Contracting Party and others, as the Trustees may
determine. Nothing herein shall preclude, prevent or limit the Trust or a
Contracting Party from entering into sub-contractual arrangements relative to
any of the matters referred to in Sections 3.3(a) through (g) hereof.
The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, director, officer, partner, trustee, employee, manager,
adviser, principal underwriter or distributor or agent of or for any
Contracting Party, or of or for any parent or affiliate of any Contracting
Party or that the Contracting Party or any parent or affiliate thereof is a
Shareholder or has an interest in the Trust or any Sub-Trust, or that
(ii) any Contracting Party may have a contract providing for the
rendering of any similar services to one or more other corporations, trusts,
associations, partnerships, limited partnerships or other organizations, or
have other business or interests,
shall not affect the validity of any contract for the performance and assumption
of services, duties and responsibilities to, for or of the Trust or any Sub-
Trust and/or the Trustees or disqualify any Shareholder, Trustee or officer of
the Trust from voting upon or executing the same or create any liability or
accountability to the Trust, any Sub-Trust or its Shareholders, provided that in
the case of any relationship or interest referred to in the preceding clause (i)
on the part of any Trustee or officer of the Trust either
9
(x) the material facts as to such relationship or interest have been disclosed
to or are known by the Trustees not having any such relationship or interest and
the contract involved is approved in good faith by a majority of such Trustees
not having any such relationship or interest (even though such unrelated or
disinterested Trustees are less than a quorum of all of the Trustees), (y) the
material facts as to such relationship or interest and as to the contract have
been disclosed to or are known by the Shareholders entitled to vote thereon and
the contract involved is specifically approved in good faith by vote of the
Shareholders, or (z) the specific contract involved is fair to the Trust as of
the time it is authorized, approved or ratified by the Trustees or by the
Shareholders.
Section 3.4 Payment of Trust Expenses and Compensation of Trustees. The
------------------------------------------------------
Trustees are authorized to pay or to cause to be paid out of the principal or
income of the Trust or any Sub-Trust, or partly out of principal and partly out
of income, and to charge or allocate the same to, between or among such one or
more of the Sub-Trusts and/or one or more classes of Shares thereof that may be
established and designated pursuant to Article IV, as the Trustees deem fair,
all expenses, fees, charges, taxes and liabilities incurred or arising in
connection with the Trust or any Sub-Trust and/or any class of Shares thereof,
or in connection with the management thereof, including, but not limited to, the
Trustees' compensation and such expenses and charges for the services of the
Trust's officers, employees, investment adviser, administrator, distributor,
principal underwriter, auditor, counsel, depository, custodian, transfer agent,
dividend disbursing agent, accounting agent, Shareholder servicing agent, and
such other agents, consultants, and independent contractors and such other
expenses and charges as the Trustees may deem necessary or proper to incur.
Without limiting the generality of any other provision hereof, the Trustees
shall be entitled to reasonable compensation from the Trust for their services
as Trustees and may fix the amount of such compensation.
Section 3.5 Ownership of Assets of the Trust. Title to all of the assets;
--------------------------------
the Trust and of each Sub-Trust shall at all times be considered as vested in
the Trustees.
Section 3.6 Investment Restrictions with Respect to International
-----------------------------------------------------
Investors. Notwithstanding anything to the contrary in Section 3.2 hereof, the
---------
Trustees may not, with respect to International Investors ("II"), (i) purchase
securities on margin, except as is necessary for the clearance of its
transactions; (iii) sell short unless II may readily acquire the security sold
short by virtue of its holding a right to purchase a quantity of such shorted
security
10
sufficient to cover the short; (iii) lend its funds or assets, except through
the purchase of securities II would otherwise be authorized to purchase; (iv)
borrow unless for emergency or extraordinary reasons, and provided such
borrowings are limited to 10% of total assets, taken at cost; (v) mortgage,
pledge or hypothecate more than 15% of II's total assets, taken at cost; (vi)
purchase the securities of any issuer with less than three (3) years' continuous
operation if 5% of II's total assets, taken at cost, are invested in such
issuer; (vii) purchase securities (exclusive of U.S. government issues) if upon
such purchase more than 5% of II's total assets (taken at market value) would
consist of the securities of such issuer; (viii) purchase securities of any
issuer if such purchase would cause II to own at the time of purchase more than
10% of the outstanding securities of such issuer; (ix) purchase securities
issued by any other investment company or investment trust, except by purchase
in the open market where no commission or profit to a sponsor or dealer results
from such purchase other than the customary brokerage commission or except when
such purchase, though not made in the open market, is part of a plan of merger
or consolidation; (x) purchase or retain securities of an issuer having an
officer, director or security holder who is an officer or director of the Trust
or who furnishes management or supervising services to the Trust, if at the time
of such purchase or at any time thereafter any one or more of such persons owns
beneficially more than 1/2 of 1% of the securities of such issuer or such
persons or persons together own more than 5% of such securities (all taken at
market value); and (xi) underwrite securities of other issuers or invest in
futures contracts, commodity futures contracts or commodities (excluding gold or
silver bullion) or options thereon.
ARTICLE IV
----------
SHARES
------
Section 4.1 Description of Shares. The beneficial interest in the Trust
---------------------
shall be divided into Shares, all with $.001 par value, but the Trustees shall
have the authority from time to time to divide of Shares into two or more Series
of Shares (each of which Series shall represent the beneficial interest in a
separate and distinct Sub-Trust of the Trust, including without limitation each
Sub-Trust specifically established and designated in Section 4.2), as they deem
necessary or desirable. Each Sub-Trust established hereunder shall be deemed to
be a separate trust under Massachusetts General Laws Chapter 182. The Trustees
shall have exclusive power without the requirement of shareholder approval to
establish and designate such separate and distinct Sub-Trusts, and to fix and
determine the relative rights and preferences as
11
between the shares of the separate Sub-Trusts as to right of redemption and the
price, terms and manner of redemption, special and relative rights as to
dividends and other distributions and on liquidation, sinking or purchase fund
provisions, conversion rights, and conditions under which the several Sub-Trusts
shall have separate voting rights or no voting rights.
In addition, the Trustees shall have the authority from time to time to
issue classes of Shares of any Sub-Trust and to divide the Shares of any Sub-
Trust into classes, each class having such different dividend, liquidation,
voting and other rights as the Trustees may determine, and the Trustees shall
have the authority to establish and designate the specific classes of Shares of
each Sub-Trust. The fact that a Sub-Trust shall have initially been established
and designated without any specific establishment or designation of classes
(i.e., that all Shares of such Sub-Trust are initially of a single class), or
that a Sub-Trust shall have more than one established and designated class,
shall not limit the authority of the Trustees to establish and designate
separate classes, or one or more further classes, of said Sub-Trust without
approval of the holders of the initial class thereof, or previously established
and designated class or classes thereof, provided that the establishment and
designation of such further separate classes would not adversely affect the
rights of the holders of the initial or previously established and designated
class or classes (within the meaning of section 77 of the Massachusetts General
Laws Chapter 156B).
The number of authorized Shares and the number of Shares of each Sub-Trust
or class thereof that may be issued is unlimited, and the Trustees may issue
Shares of any Sub-Trust or class thereof for such consideration and on such
terms as they may determine (or for no consideration if pursuant to a Share
dividend or split-up), all without action or approval of the Shareholders. All
Shares when so issued on the terms determined by the Trustees shall be fully
paid and non-assessable (but may be subject to mandatory contribution back to
the Trust as provided in subsection (h) of Section 4.2). The Trustees may
classify or reclassify any unissued Shares or any Shares previously issued and
reacquired of any Sub-Trust or class thereof into one or more Sub-Trusts or
classes thereof that may be established and designated from time to time. The
Trustees may hold as treasury Shares, reissue for such consideration and on such
terms as they may determine, or cancel, at their discretion from time to time,
any Shares of any Sub-Trust or class thereof or class thereof reacquired by the
Trust.
The Trustees may from time to time close the transfer books or establish
record dates and times for the purposes of
12
determining the holders of Shares entitled to be treated as such, to the extent
provided or referred to in Section 5.3.
The establishment and designation of any Sub-Trust or of any class of Shares
of any Sub-Trust in addition to those established and designated in Section 4.2
shall be effective (i) upon the execution by a majority of the then Trustees of
an instrument setting forth such establishment and designation and the relative
rights and preferences of the Shares of such Sub-Trust or class, (ii) upon the
execution of an instrument in writing by an officer of the Trust pursuant to the
vote of a majority of the Trustees, or (iii) as otherwise provided in either
such instrument. At any time that there are no Shares outstanding of any
particular Sub-Trust or class previously established and designated the Trustees
may by an instrument executed by a majority of their number abolish that Sub-
Trust or class and the establishment and designation thereof. Each instrument
referred to in this paragraph shall have the status of an amendment to this
Declaration of Trust.
Any Trustee, officer or other agent of the Trust, and any organization in
which any such person is interested may acquire, own, hold and dispose of Shares
of any Sub-Trust (including any class thereof) of the Trust to the same extent
at if such person were not a Trustee, officer or other agent of the Trust; and
the Trust may issue and sell or cause to be issued and sold and may purchase
Shares of any Sub-Trust (including any class thereof) from any such person or
any such organization subject only to the general limitations, restrictions or
other provisions applicable to the sale or purchase of Shares of such Sub-Trust
(including any class thereof) generally.
Section 4.2 Establishment and Designation of Sub-Trusts. Without limiting
-------------------------------------------
the authority of the Trustees set forth in Section 4.1 to establish and
designate any further Sub-Trusts, the Trustees hereby establish and designate
the following seven Sub-Trusts: World Trends Fund, Gold/Resources Fund, U.S.
Government Money Fund, World Income Fund, International Investors, Short-Term
World-Income Fund and International Equities Fund. Shares of such Sub-Trusts
and any Shares of any further Sub-Trusts that may from time to time be
established and designated by the Trustees shall (unless the Trustees otherwise
determine with respect to some further Sub-Trust at the time of establishing and
designating the same) have the following relative rights and preferences:
(a) Assets Belonging to Sub-Trusts. All consideration received by the
------------------------------
Trust for the issue or sale of Shares of a particular Sub-Trust or any class
thereof, together with all assets in which such consideration is invested or
reinvested,
13
all income, earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any funds-or
payments derived from any reinvestment of such proceeds in whatever form the
same may be, shall be held by the Trustees in trust for the benefit of the
holders of Shares of that Sub-Trust or any class thereof and shall irrevocably
belong to that Sub-Trust and allocable to any classes thereof for all purposes,
and shall be so recorded upon the books of account of the Trust. Such
consideration, assets, income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, together with any General Items (as
hereinafter defined) allocated to that Sub-trust as provided in the following
sentence, are herein referred to as "assets belonging to" that Sub-Trust (and be
allocable to any classes thereof). In the event that there are any assets,
income, earning, profits, and proceeds thereof, funds, or payments which are not
readily identifiable as belonging to any particular Sub-Trust (collectively
"General items"), the Trustees shall allocate such General Items to and among
any one or more of the Sub-Trusts established and designated from time to time
in such manner and on such basis as they, in their sole discretion, deem fair
and equitable; and any General Items so allocated to a particular Sub-Trust
shall belong to that Sub-Trust (and be allocable to any classes thereof). Each
such allocation by the Trustees shall be conclusive and binding upon the
Shareholders of all Sub-Trusts (including any classes thereof) for all purposes.
(b) Liabilities Belonging to Sub-Trusts. The assets belonging to each
-----------------------------------
particular Sub-Trust shall be charged with the liabilities in respect of that
Sub-Trust and all expenses, costs, charges and reserves attributable to that
Sub-Trust, and any general liabilities, expenses, costs, charges or reserves of
the Trust which are not readily identifiable as belonging to any particular Sub-
Trust shall be allocated and charged by the Trustees to and among any one or
more of the Sub-Trusts established and designated from time to time in such
manner and on such basis as the Trustees in their sole discretion deem fair and
equitable. In addition, the liabilities applicable to a particular class of
Shares of a particular Sub-Trust and all expenses, costs, charges and reserves
belonging to that class, and any general liabilities, expenses, costs or
reserves of that particular Sub-Trust that are not readily identifiable as
belonging to any particular class of Shares of that Sub-Trust shall be allocated
and charged by the Trustees to and among any one or more of the classes of that
Sub-Trust established and designated from time to time as the Trustees in their
sole discretion deem fair and equitable. The liabilities, expenses, costs,
charges and reserves allocated and so charged to a
14
Sub-Trust or class thereof are herein referred to as "liabilities belonging to"
that Sub-Trust or class thereof. Each allocation of liabilities, expenses,
costs, charges and reserves by the Trustees shall be conclusive and binding upon
the Shareholders of all Sub-Trusts (including any classes thereof) for all
purposes. Any creditor of any Sub-Trust may look only to the assets of that Sub-
Trust to satisfy such creditor's debt.
The Trustees shall have full discretion, to the extent not inconsistent with
the 1940 Act, to determine which items shall be treated as income and which
items as capital; and each such determination and allocation shall be conclusive
and binding upon the Shareholders.
(c) Dividends. Dividends and distributions on Shares of a particular Sub-
---------
Trust or any class thereof may be paid with such frequency as the Trustees may
determine, which may be daily or otherwise pursuant to a standing resolution or
resolutions adopted only once or with such frequency as the Trustees may
determine, to the holders of Shares of that Sub-Trust or class, from such of the
income and capital gains, accrued or realized, from the assets belonging to that
Sub-Trust or in the case of a class belonging to that Sub-Trust and allocable to
that class, as the Trustees may determine, after providing for actual and
accrued liabilities belonging to that Sub-Trust or class. All dividends and
distributions on Shares of a particular Sub-Trust or class thereof shall be
distributed pro rata to the holders of Shares of that Sub-Trust or class in
proportion to the number of Shares of that Sub-Trust or class held by such
holders at the date and time of record established for the payment of such
dividends or distributions, except that in connection with any dividend or
distribution program or procedure the Trustees may determine that no dividend or
distribution shall be payable on Shares as to which the Shareholder's purchase
order and/or payment have not been received by the time or times established by
the Trustees under such program or procedure. Such dividends and distributions
may be made in cash or Shares of that Sub-Trust or class or a combination
thereof as determined by the Trustees or pursuant to any program that the
Trustees may have in effect at the time for the election by each Shareholder of
the mode of the making of such dividend or distribution to that Shareholder. Any
such dividend or distribution paid in Shares will be paid at the net asset value
thereof as determined in accordance with subsection (h) of Section 4.2.
(d) Liquidation. In the event of the liquidation or dissolution of the
-----------
Trust, the holders of Shares of each Sub-Trust or any class thereof that has
been established and designated and that has voted to be liquidated or
dissolved,
15
shall be entitled to receive, when and as declared by the Trustees, the excess
of the assets belonging to that Sub Trust or in the case of a class, belonging
to that Sub-Trust and allocable to that class, over the liabilities belonging to
that Sub-Trust or class. The assets so distributable to the holders of Shares of
any particular Sub-Trust or any class thereof shall be distributed among such
holders in proportion to the number of Shares of that Sub-Trust or class held by
them and recorded on the books of the Trust. The liquidation of any particular
Sub-Trust may be authorized at any time by vote of a majority of the Trustees
then in office subject to the approval of a majority of the outstanding voting
Shares of that Sub-Trust, as defined in the 1940 Act.
(e) Voting. On each matter submitted to a vote of the Shareholders, each
------
holder of a Share shall be entitled to one vote for each whole Share and to a
proportionate fractional vote for each fractional Share standing in his name on
the books of the Trust and all Shares of each Sub-Trust shall vote as a separate
class except as to voting for Trustees and as otherwise required by the 1940 Act
and except as set forth in the instrument establishing and designating any class
of any Sub-Trust and, further, except that as to any matter which does not
affect the interest of a particular Sub-Trust or class thereof, only the holders
of Shares of the one or more affected Sub-Trusts or classes shall be entitled to
vote.
(f) Redemption by Shareholder. Each holder of Shares of a particular Sub-
-------------------------
Trust or any class thereof shall have the right at such times as may be
permitted by the Trust and as otherwise required by the 1040 Act to require the
Trust to redeem all or any part of his Shares of that Sub-Trust or class thereof
at a redemption price equal to the net asset value per Share of that Sub-Trust
or class thereof next determined in accordance with subsection (h) of this
Section 4.2 after the Shares are properly tendered for redemption, subject to
any contingent deferred sales charge in effect at the time of redemption.
Payment of the redemption price shall be in cash; provided, however, that if the
Trustees determine, which determination shall be conclusive, that conditions
exist which make payment wholly in cash unwise or undesirable, the Trust may,
subject to the requirements of the 1940 Act, make payment wholly or partly in
securities or other assets belonging to the Sub-Trust of which the Shares being
redeemed are part at the value of such securities or assets used in such
determination of net asset value.
Notwithstanding the foregoing, the Trust may postpone payment of the
redemption price and may suspend the right of the holders of Shares of any Sub-
Trust or class thereof to require the Trust to redeem Shares of that Sub-Trust
or class
16
thereof during any period or at any time when and to the extent permissible
under the 1940 Act.
(g) Redemption by Trust. Each Share of each Sub-Trust or class thereof
-------------------
that has been established and designated is subject to redemption by the Trust
at the redemption price which would be applicable if such Share was then being
redeemed by the Shareholder pursuant to subsection (f) of this Section 4.2: (a)
at any time, if the Trustees determine in their sole discretion that failure to
so redeem may have materially adverse consequences to the holders of the Shares
of the Trust or any Sub-Trust or class thereof, or (b) upon such other
conditions as may from time to time be determined by the Trustees and set forth
in the then current Prospectus of the Trust with respect to maintenance of
Shareholder accounts of a minimum amount. Upon such redemption the holders of
the Shares so redeemed shall have no further right with respect thereto other
than to receive payment of such redemption price.
(h) Net Asset Value. The net asset value per Share of any Sub-Trust shall
---------------
be (i) in the case of a Sub-Trust whose Shares are not divided into classes, the
quotient obtained by dividing the value of the net assets of that Sub-Trust
(being the value of the assets belonging to that Sub-Trust less the liabilities
belonging to that Sub-Trust) by the total number of Shares of that Sub-Trust
outstanding, and (ii) in the case of a class of a Sub-Trust the Shares of which
are divided into classes, the quotient obtained by dividing the value of the net
assets of the Sub-Trust allocable to such class) being the value of the assets
belonging to that Sub-Trust allocable to such class less the liabilities
belonging to such class by the total number of Shares of such class outstanding;
all determined in accordance with the methods and procedures, including without
limitation those with respect to rounding, established by the Trustees from time
to time.
The Trustees may determine to maintain the net asset value per Share of any
Sub-Trust at a designated constant dollar amount(or other currency unit) and in
connection therewith may adopt procedures not inconsistent with the 1940 Act for
the continuing declarations of income attributable to that Sub-Trust as
dividends payable in additional Shares of that Sub-Trust at the designated
constant dollar amount (or other currency unit) and for the handling of any
losses attributable to that Sub-Trust. Such procedures may provide that in the
event of any loss each Shareholder shall be deemed to have contributed to the
capital of the Trust attributable to that Sub-Trust his pro rata portion of the
total number of Shares required to be cancelled in order to permit the net asset
value per Share of that Sub-Trust to be maintained, after reflecting such loss,
at the designated constant dollar amount (or other
17
currency unit). Each Shareholder of the Trust shall be deemed to have agreed, by
his investment in any Sub-Trust with respect to which the Trustees shall have
adopted any such procedure, to make the contribution referred to in the
preceding sentence in the event of any such loss.
(i) Transfer. All Shares of each particular Sub-Trust or class thereof
--------
shall be transferable, but transfers of Shares of a particular Sub-Trust or
class thereof will be recorded on the Share transfer records of the Trust
applicable to that Sub-Trust or class thereof only at such times as Shareholders
shall have the right to require the Trust to redeem Shares of that Sub-Trust or
class thereof and at such other times as may be permitted by-the Trustees.
(j) Equality. Except as provided herein or in the instrument establishing
--------
and designating any class of any Sub-Trust, all Shares of each particular Sub-
Trust or class thereof shall represent an equal proportionate interest in the
assets belonging to that Sub-Trust, or in the case of a class, belonging to that
Sub-Trust and allocable to that class subject to the liabilities belonging to
that Sub-Trust or class, and each Share of any particular Sub-Trust shall be
equal to each other Share of that Sub-Trust or class; but the provisions of this
sentence shall not restrict any distinctions permissible under subsection (c) of
this Section 4.2 that may exist with respect to dividends and distributions on
Shares of the same Sub-Trust or class. The Trustees may from time to time divide
or combine the Shares of any particular Sub-Trust or class into a greater or
lesser number of Shares of that Sub-Trust or class without thereby changing the
proportionate beneficial interest in the assets belonging to that Sub-Trust or
class or in any way affecting the rights of Shares of any other Sub-Trust or
class.
(k) Fractions. Any fractional Share of any Sub-Trust or class, if any such
---------
fractional Share is outstanding shall carry proportionately all the rights and
obligations of a whole Share of that Sub-Trust or class, including rights and
obligations with respect to voting, receipt of dividends and distributions,
redemption of Shares, and liquidation of the Trust or any Sub-Trust (including
classes thereof).
(l) Conversion Rights. Subject to compliance with the requirements of the
-----------------
1940 Act, the Trustees shall have the authority to provide that holders of
Shares of any Sub-Trust or classes thereof shall have the right to convert said
Shares into Shares of one or more other Sub-Trust or class thereof in accordance
with such requirements and procedures as may be established by the Trustees.
18
Section 4.3 Ownership of Shares. The ownership of Shares shall be recorded
-------------------
on the books of the Trust or of a transfer or similar agent for the Trust, which
books shall be maintained separately for the Shares of each Sub-Trust and each
class thereof that has been established and designated. No certificates
certifying the ownership of Shares need be issued except as the Trustees may
otherwise determine from time to time. The Trustees may make such rules as they
consider appropriate for the issuance of Share certificates, the use of
facsimile signatures, the transfer of Shares and similar matters. The record
books of the Trust as kept by the Trust or any transfer or similar agent, as the
case may be, shall be conclusive as to who are the Shareholders and as to the
number of Shares of each Sub-Trust and class thereof held from time to time by
each such Shareholder.
Section 4.4 Investments in the Trust. The Trustees may accept investments
------------------------
in the Trust and each Sub-Trust from such persons and on such terms and for such
consideration, not inconsistent with the provisions of the 1940 Act, as they
from time to time authorize. The Trustees may authorize any distributor,
principal underwriter, custodian, transfer agent or other person to accept
orders for the purchase of Shares that conform to such authorized terms and to
reject any purchase orders for Shares whether or not conforming to such
authorized terms.
Section 4.5 No Pre-emptive Rights. Shareholders shall have no pre-emptive
---------------------
or other right to subscribe to any additional Shares or other securities issued
by the Trust.
Section 4.6 Status of Shares and Limitation of Personal Liability. Shares
-----------------------------------------------------
shall be deemed to be personal property giving only the rights provided in this
instrument. Every Shareholder by virtue of having become a Shareholder shall be
held to have expressly assented and agreed to the terms hereof and to have
become a party hereto. The death of a Shareholder during the continuance of the
Trust shall not operate to terminate the Trust or any Sub-Trust thereof nor
entitle the representative of any deceased Shareholder to an accounting or to
take any action in court or elsewhere against the Trust or the Trustees, but
only to the rights of said decedent under this Trust. Ownership of Shares shall
not entitle the Shareholder to any title in or to the whole or any part of the
Trust property or right to call for a partition or division of the same or for
an accounting, not shall the ownership of Shares constitute the Shareholders
partners. Neither the Trust nor the Trustees, nor any officer, employee or
agent of the Trust shall have any power to bind personally any Shareholder, nor
except as specifically provided herein to call upon any Shareholder for the
payment of any sum of money or assessment
19
whatsoever other than such as the Shareholder may at any time personally agree
to pay.
ARTICLE V
---------
SHAREHOLDERS' VOTING POWERS AND MEETINGS
----------------------------------------
Section 5.1 Voting Powers. The Shareholders shall have power to vote only
-------------
(i) for the election or removal of Trustees as provided in Section 3.1, (ii)
with respect to any contract with a Contracting Party as provided in Section
3.3 as to which Shareholder approval is required by the 1940 Act, (iii) with
respect to any termination or reorganization of the Trust or any Sub-Trust
(including any class thereof) to the extent and as provided in Sections 7.1 and
7.2, (iv) with respect to any amendment of this Declaration of Trust to the
extent and as provided in Section 7.3, (v) to the same extent as the
stockholders of a Massachusetts business corporation as to whether or not a
court action, proceeding or claim should or should not be brought or maintained
derivatively or as a class action on behalf of the Trust or any Sub-Trust
(including any classes thereof, thereof or the Shareholders (provided, however,
that a shareholder of a particular Sub-Trust or of a particular class of a
particular Sub-Trust shall not be entitled to a derivative or class-action on
behalf of any other Sub-Trust (or shareholder of any other Sub-Trust or of a
particular class of a particular Sub-Trust) of the Trust) and (vi) with respect
to such additional matters relating to the Trust as may be required by the 1940
Act, this Declaration of Trust, the By-Laws or any registration of the Trust
with the Commission (or any successor agency) or any state, or as the Trustees
may consider necessary or desirable. There shall be no cumulative voting in the
election of Trustees. Shares may be voted in person or by proxy. A proxy with
respect to Shares held in the name of two or more persons shall be valid if
executed by any one of them unless at or prior to exercise of the proxy the
Trust receives a specific written notice to the contrary from any one of them. A
proxy purporting to be executed by or on behalf of a Shareholder shall be deemed
valid unless challenged at or prior to its exercise and the burden of proving
invalidity shall rest on the challenger. Until Shares are issued, the Trustees
may exercise all rights of Shareholders and may take any action required by law,
this Declaration of Trust or the By-Laws to be taken by Shareholders.
Section 5.2 Meetings. No annual or regular meeting of Shareholders is
--------
required. Special meetings of Shareholders may be called by the Trustees from
time to time for the purpose of taking action upon any matter requiring the vote
or authority of the Shareholders as herein provided or upon any other matter
20
deemed by the Trustees to be necessary or desirable. Written notice of any
meeting of Shareholders shall be given or caused to be given by the Trustees by
mailing or transmitting such notice at least seven days before such meeting,
postage prepaid, stating the time, place and purpose of the meeting, to each
Shareholder at the Shareholder's address as it appears on the records of the
Trust. The Trustees shall promptly call and give notice of a meeting of
Shareholders for the purpose of voting upon removal of any Trustee of the Trust
when requested to do so in writing by Shareholders holding not less than 10% of
the Shares then outstanding. If the Trustees shall fail to call or give notice
of any meeting of Shareholders for a period of 30 days after written Application
by Shareholders holding at least 10% of the Shares then outstanding requesting a
meeting be called for any other purpose requiring action by the Shareholders as
provided herein or in the By-Laws, then Shareholders holding at least 10% of the
Shares then outstanding may call and give notice of such meeting, and thereupon
the meeting shall be held in the manner provided for herein in case of call
thereof by the Trustees.
Section 5.3 Record Dates. For the purpose of determining the Shareholders
------------
who are entitled to vote or act at any meeting or any adjournment thereof, or
who are entitled to participate in any dividend or distribution, or for the
purpose of any other action, the Trustees may from time to time close the
transfer books for such period, not exceeding 30 days (except at or in
connection with the termination of the Trust), as the Trustees may determine; or
without closing the transfer books the Trustees may fix a date and time not more
than 60 days prior to the date of any meeting of Shareholders or other action as
the date and time of record for the determination of Shareholders entitled to
vote at such meeting or any adjournment thereof or to be treated as Shareholders
of record for purposes of such other action, and any Shareholder who was a
Shareholder at the date and time so fixed shall be entitled to vote at such
meeting or any adjournment thereof or to be treated as a Shareholder of record
for purposes of such other action, even though he has since that date and time
disposed of his Shares, and no Shareholder becoming such after that date and
time shall be so entitled to vote at such meeting or any adjournment thereof or
to be treated as a Shareholder of record for purposes of such other action.
Section 5.4 Quorum and Required Vote. A majority of the Shares entitled to
------------------------
vote shall be a quorum for the transaction of business at a Shareholders'
meeting, but any lesser number shall be sufficient for adjournments. Any
adjourned session or sessions may be held, within a reasonable time after the
date set for the original meeting without the necessity of further notice. A
majority of the Shares voted, at a meeting of which
21
a quorum is present shall decide any questions and a plurality shall elect a
Trustee, except when a different vote is required or permitted by any provision
of the 1940 Act or other applicable law or by this Declaration of Trust or the
By-Laws.
Section 5.5 Action by Written Consent. Subject to the provisions of the
-------------------------
1940 Act and other applicable law, any action taken by Shareholders may be taken
without a meeting if a majority of Shareholders entitled to vote on the matter
(or such larger proportion thereof as shall be required by the 1940 Act or by
any express provision of this Declaration of Trust or the By-Laws) consent to
the action in writing and such written consents are filed with the records of
the meetings of Shareholders. Such consent shall be treated for all purposes as
a vote taken at a meeting of Shareholders.
Section 5.6 Inspection of Records. The records of the Trust shall be open
---------------------
to inspection by Shareholders to the same extent as it permitted stockholders of
a Massachusetts business corporation under the Massachusetts Business
Corporation Law.
Section 5.7 Additional Provisions. The By-Laws may include further
---------------------
provisions for Shareholders' votes and meetings and related matters not
inconsistent with the provisions hereof.
Section 5.8 Shareholder Communications. Whenever ten or more Shareholders
--------------------------
of record who have been Such for at least six months preceding the date of
application, and who hold in the aggregate either Shares having a net asset
value of at least $25,000 or at least 1% of the outstanding Shares, whichever is
less, shall apply to the Trustees in writing, stating that they wish to
communicate with other Shareholders with a view to obtaining signatures to a
request for a Shareholder meeting and accompanied by a form of communication and
request which they wish to transmit, the Trustees shall within five business
days after receipt of such application either (1) afford to such applicants
access to a list of the names and addresses of all Shareholders as recorded on
the books of the Trust or Sub-Trust, as applicable; or (2) inform such
applicants as to the approximate number of Shareholders of record, and the
approximate cost of mailing to them the proposed communication and form of
request.
If the Trustees elect to follow the course specified in clause (2) above,
the Trustees, upon the written request of such applicants, accompanied by a
tender of the material to be mailed and the reasonable expenses of mailing,
shall, with reasonable promptness, mail such material to all Shareholders of
record at their addresses as recorded on the books, unless within five business
days after such tender the Trustees shall mail to such applicants and file with
the Commission, together
22
with a copy of the material to be mailed, a written statement signed by at least
a majority of the Trustees to the effect that in their opinion either such
material contains untrue statements of fact or omits to state facts necessary to
make the statements contained therein not misleading, or would be in violation
of applicable law, and specifying the basis of such opinion. The Trustees shall
thereafter comply with any order entered by the Commission and the requirements
of the 1940 Act and the Securities Exchange Act of 1934.
ARTICLE VI
----------
LIMITATION OF LIABILITY; INDEMNIFICATION
----------------------------------------
Section 6.1 Trustees, Shareholders, etc. Not Personally Liable; Notice.
----------------------------------------------------------
All persons extending credit to, contracting with or having any claim against
the Trust shall look only to the assets of the Sub-Trust with which such person
dealt for payment under such credit, contract or claim; and neither the
Shareholders of any Sub-Trust nor the Trustees, nor any of the Trust's officers,
employees or agents, whether past, present or future, nor any other Sub-Trust
shall be personally liable therefor. Every note, bond, contract, instrument,
certificate or undertaking and every other actor thing whatsoever executed or
done by or on behalf of the Trust, any Sub-Trust or the Trustees or any of them
in connection with the Trust shall be conclusively deemed to have been executed
or done only by or for the Trust (or the Sub-Trust) or the Trustees and not
personally. Nothing in this Declaration of Trust shall protect any Trustee or
officer against any liability to the Trust or the Shareholders to which such
Trustee or officer would otherwise be subject by reason of wilful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee or of such officer.
Every note, bond, contract, instrument, certificate or undertaking made or
issued by the Trustees or by any officers or officer shall give notice that this
Declaration of Trust is on file with the Secretary of The Commonwealth of
Massachusetts and shall recite to the effect that the same was executed or made
by or on behalf of the Trust or by them as Trustees or Trustee or as officers or
officer and not individually and that the obligations of such instrument are not
binding upon any of them or the Shareholders individually but are binding only
upon the assets and property of the Trust, or the particular Sub-Trust in
question, as the case may be, but the omission thereof shall not operate to bind
any Trustees or Trustee or officers or officer or Shareholders or Shareholder
individually.
23
Section 6.2 Trustee's Good Faith Action; Expert Advice; No Bond or Surety.
-------------------------------------------------------------
The exercise by the Trustees of their powers and discretions hereunder shall be
binding upon everyone interested. A Trustee shall be liable for his own wilful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee, and for nothing else, and
shall not be liable for errors of judgment or mistakes of fact or law. Subject
to the foregoing, (a) the Trustees shall not be responsible or liable in any
event for any neglect or wrongdoing of any officer, agent, employee, consultant,
adviser, administrator, distributor or principal underwriter, custodian or
transfer, dividend disbursing, Shareholder servicing or accounting agent of the
Trust, nor shall any Trustee be responsible for the act or omission of any other
Trustee; (b) the Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Declaration of Trust and their
duties as Trustees, and shall be under no liability for any act or omission in
accordance with such advice or for failing to follow such advice; and (c) in
discharging their duties, the Trustees, when acting in good faith, shall be
entitled to rely upon the books of account of the Trust and upon written reports
made to the Trustees by any officer appointed by them, any independent public
accountant, and (with respect to the subject matter of the contract involved)
any officer, partner or responsible employee of a Contracting Party appointed by
the Trustees pursuant to Section 3.3. The Trustees as such shall not be required
to give any bond or surety or any other security for the performance of their
duties.
Section 6.3 Indemnification of Shareholders. In case any Shareholder (or
-------------------------------
former Shareholder) of any Sub-Trust of the Trust shall be charged or held to be
personally liable for any obligation or liability of the Trust solely by reason
of being or having been a Shareholder and not because of such Shareholder's acts
or omissions or for some other reason, said Sub-Trust (upon proper and timely
request by the Shareholder) shall assume the defense against such charge and
satisfy any judgment, thereon, and the Shareholder or former Shareholder (or his
heirs, executors, administrators or other legal representatives or in the case
of a corporation or other entity, its corporate or other general successor)
shall be entitled out of the assets of said Sub-Trust estate to be held harmless
from and indemnified against all loss and expense arising from such liability.
Section 6.4 Indemnification of Trustees, Officers, etc. The Trust shall
------------------------------------------
indemnify (from the assets of the Sub-Trust or Sub-Trusts in question) each of
its Trustees and officers (including persons who serve at the Trust's request as
director's, officers or trustees of another organization in
24
which the Trust has any interest as a shareholder, creditor or otherwise
[hereinafter referred to as a "Covered Person"]) against all liabilities,
including but not limited to amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and expenses, including reasonable
accountants' and counsel fees, incurred by any Covered Person in connection with
the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, before any court or administrative or legislative body, in
which such Covered Person may be or may have been involved as a party or
otherwise or with which such person may be or may have been threatened, while in
office or thereafter, by reason of being or having been such a Trustee or
officer, director or trustee, except with respect to any matter as to which it
has been determined that such Covered Person (i) did not act in good faith in
the reasonable belief that such Covered Person's action was in or not opposed to
the best interests of the Trust or (ii) had acted with wilful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office (either and both of the conduct
described in (i) and (ii) being referred to hereafter as "Disabling Conduct"). A
determination that the Covered Person is entitled to indemnification may be made
by (i) a final decision on the merits by a court or other body before whom the
proceeding was brought that the person to be indemnified was not liable by
reason of Disabling Conduct, (ii) dismissal of a court action or an
administrative proceeding against a Covered Person for insufficiency of evidence
of Disabling Conduct, or (iii) a reasonable determination, based upon a review
of the facts, that the Covered Person was not liable by reason of Disabling
Conduct by (a) a vote of a majority of a quorum of Trustees who are neither
"interested persons" of the Trust as defined in section 2(a)(19) of the 1940 Act
nor parties to the proceeding, or (b) an independent legal counsel in a written
opinion. Expenses, including accountants' and counsel fees so incurred by any
such Covered Person (but excluding amounts paid in satisfaction of judgments, in
compromise or as fines or penalties), may be paid from time to time by the Sub-
Trust in question in advance of the final disposition of any such action, suit
or proceeding, provided that the Covered Person shall have undertaken to repay
the amounts so paid to the Sub-Trust in question if it is ultimately determined
that indemnification of-such expenses is not authorized under this Article VI
and (i) the Covered Person shall have provided security for such undertaking,
(ii) the Trust shall be insured against losses arising by reason of any lawful
advances, or (iii) a majority of a quorum of the disinterested Trustees who are
not a party to the proceeding, or an independent legal counsel in a written
opinion, shall have determined, based on a review of readily-available facts (as
opposed to a full trial-type inquiry), that there is reason to believe that the
25
Covered Person ultimately will be found entitled to indemnification.
Section 6.5 Compromise Payment. As to any matter disposed of by a
------------------
compromise payment by any such Covered Person referred to in Section 6.4,
pursuant to a consent decree or otherwise, no such indemnification either for
said payment or for any other expenses shall be provided unless such
indemnification shall be approved (a) by a majority of the disinterested
Trustees who are not a party to the proceeding or (b) by an independent legal
counsel in a written opinion. Approval by the Trustees pursuant to clause (a) or
by independent legal counsel pursuant to clause (b) shall not prevent the
recovery from any Covered Person of any amount paid to such Covered Person in
accordance with any of such clauses as indemnification if such Covered Person is
subsequently adjudicated by a court of competent jurisdiction not to have acted
in good faith in the reasonable belief that such Covered Person's action was in
or not opposed to the best interests of the Trust or to have been liable to the
Trust or its Shareholders by reason of wilful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
Covered Person's office.
Section 6.6 Indemnification Not Exclusive, etc. The right of
----------------------------------
indemnification provided by this Article VI shall not be exclusive of or affect
any other rights to which any such Covered Person may be entitled. As used in
this Article VI, "Covered Person" shall include such person's heirs, executors
and administrators, an "interested Covered Person" is one against whom the
action, suit or other proceeding in question or another action, suit or other
proceeding on the same or similar grounds is then or has been pending or
threatened, and a "disinterested" person is a person against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending or threatened.
Nothing contained in this article shall affect any rights to indemnification to
which personnel of the Trust, other than Trustees and officers, and other
persons may be entitled by contract or otherwise under law, nor the power of the
Trust to purchase and maintain liability insurance on behalf of any such person.
Section 6.7 Liability of Third Persons Dealing with Trustees. No person
------------------------------------------------
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon
its order.
26
ARTICLE VII
-----------
MISCELLANEOUS
-------------
Section 7.1 Duration and Termination of Trust. Unless terminated as
---------------------------------
provided herein, the Trust shall continue without limitation of time and,
without limiting the generality of the foregoing, no change, alteration or
modification with respect to any Sub-Trust or any class thereof shall operate to
terminate the Trust. The Trust may be terminated at any time by a majority of
the Trustees then in office subject to a favorable vote of a majority of the
outstanding voting securities, as defined in the 1940 Act, Shares of each Sub-
Trust voting separately by Sub-Trust.
Upon termination, after paying or otherwise providing for all charges,
taxes, expenses and liabilities, whether due or accrued or anticipated as may be
determined by the Trustees, the Trust shall in accordance with such procedures
as the Trustees consider appropriate reduce the remaining assets to
distributable form in cash, securities or other property, or any combination
thereof, and distribute the proceeds to the Shareholders, in conformity with the
provisions of subsection (d) of Section 4.2.
Section 7.2 Reorganization. The Trustees may sell, convey, merge and
--------------
transfer the assets of the Trust, or the assets belonging to any one or more
Sub-Trusts, to another trust, partnership, association or corporation organized
under the laws of any state of the United States, or to the Trust to be held as
assets belonging to another Sub-Trust of the Trust, in exchange for cash, shares
or other securities (including, in the case of a transfer to another Sub-Trust
of the Trust, Shares of such other Sub-Trust or any class thereof) with such
transfer either (1) being made subject to, or with the assumption by the
transferee of, the liabilities belonging to each Sub-Trust the assets of which
are so transferred, or (2) not being made subject to, or not with the assumption
of, such liabilities; provided, however, that no assets belonging to any
particular Sub-Trust shall be so transferred unless the terms of such transfer
shall have first been approved at a meeting called for the purpose by the
affirmative vote of the holders of a majority of the outstanding voting Shares,
as defined in the 1940 Act, of that Sub-Trust. Following such transfer, the
Trustees shall distribute such cash, shares or other securities (giving due
effect to the assets and liabilities belonging to and any other differences
among the various Sub-Trusts or classes thereof the assets belonging to which
have so been transferred) among the Shareholders of the Sub-Trust (taking into
account the differences among the classes of Shares thereof if any) the assets
belonging to which have been so
27
transferred; and if all of the assets of the Trust have been so transferred, the
Trust shall be terminated.
The Trust, or any one or more Sub-Trusts, may, either as the successor,
survivor, or non-survivor, (1) consolidate with one or more other trusts,
partnerships, associations or corporations organized under the laws of the
Commonwealth of Massachusetts or any other state of the United States, to form a
new consolidated trust, partnership, association or corporation under the laws
of which any one of the constituent entities is organized, or (2) merge into
one or more other trusts, partnerships, associations or corporations organized
under the laws of the Commonwealth of Massachusetts or any other state of the
United States, or have one or more such trusts, partnerships, associations or
corporations merged into it, any such consolidation or merger to be upon such
terms and conditions as are specified in an agreement and plan of reorganization
entered into by the Trust, or one or more Sub-Trusts as the case may be, in
connection therewith. The terms "merge" or "merger" as used herein shall also
include purchase or acquisition of any assets of any other trust, partnership,
association or corporation which is an investment company organized under the
laws of the Commonwealth of Massachusetts or any other state of the United
States. Any such consolidation or merger shall require the affirmative vote of
the holders of a majority of the outstanding voting Shares, as defined in the
1940 Act, of each Sub-Trust affected thereby.
Section 7.3 Amendments. All rights granted to the Shareholders under this
----------
Declaration of Trust are granted subject to the reservation of the right to
amend this Declaration of Trust as herein provided, except that no amendment
shall repeal the limitations on personal liability of any Shareholder or Trustee
or repeal the prohibition of assessment upon the Shareholders without the
express consent of each Shareholder or Trustee involved. Subject to the
foregoing, the provisions of this Declaration of Trust (whether or not related
to the rights of Shareholders) may be amended at any time, so long as such
amendment does not adversely affect the rights of any Shareholder with respect
to which such amendment is or purports to be applicable and so long as such
amendment is not in contravention of applicable law, including the 1940 Act, by
an instrument in writing signed by a majority of the then Trustees (or by an
officer of the Trust pursuant to the vote of a majority of such Trustees). Any
amendment to this Declaration of Trust that adversely affects the rights of
Shareholders may be adopted at any time by an instrument in writing signed by a
majority of the then Trustees (or by an officer of the Trust pursuant to a vote
of a majority of such Trustees) when authorized to do so by the vote in
accordance with subsection (e) of Section 4.2 of Shareholders holding a
28
majority of the Shares entitled to vote; provided, however, that any amendment
to Section 3.6 may be adopted at any time by an instrument in writing signed by
a majority of the then Trustees (or by an officer of the Trust pursuant to a
vote of a majority of such Trustees) only when authorized to do so by the vote
of a "majority of the outstanding voting securities" of International Investors,
as such term is defined in the 1940 Act. Subject to the foregoing, any such
amendment shall be effective as provided in the instrument containing the terms
of such amendment or, if there is no provision therein with respect to
effectiveness, upon the execution of such instrument and of a certificate (which
may be a part of such instrument) executed by a Trustee or officer of the Trust
to the effect that such amendment has been duly adopted.
Section 7.4 Filing of Copies; References; Headings. The original or a copy
--------------------------------------
of this instrument and of each amendment hereto shall be kept at the office of
the Trust where it may be inspected by any Shareholder. A copy of this
instrument and of each amendment hereto shall be filed by the Trust with the
Secretary of The Commonwealth of Massachusetts and with the Boston City Clerk,
as well as any other governmental office where such filing may from time to time
be required, but the failure to make any such filing shall not impair the
effectiveness of this instrument or any such amendment. Anyone dealing with the
Trust may rely on a certificate by an officer of the Trust as to whether or not
any such amendments have been made, as to the identities of the Trustees and
officers, and as to any matters in connection with the Trust hereunder; and,
with the same effect as if it were the original, may rely on a copy certified by
an officer of the Trust to be a copy of this instrument or of any such
amendments. In this instrument and in any such amendment, references to this
instrument, and all expressions like "herein", "hereof" and "hereunder" shall be
deemed to refer to this instrument as a whole as the same may be amended or
affected by any such amendments. The masculine gender shall include the
feminine and neuter genders. Headings are placed herein for convenience of
reference only and shall not be taken as a part hereof or control or affect the
meaning, construction or effect of this instrument. This instrument may be
executed in any number of counterparts each of which shall be deemed an
original.
Section 7.5 Applicable Law. This Declaration of Trust is made in The
--------------
Commonwealth of Massachusetts, and it is created under and is to be governed by
and construed and administered according to the laws of said Commonwealth,
including the Massachusetts Business Corporation Law as the same may be amended
from time to time, to which reference is made with the intention that matters
not specifically covered herein or as to which an ambiguity may exist shall be
resolved as if the Trust
29
were a business corporation organized in Massachusetts, but the reference to
said Business Corporation Law is not intended to give the Trust, the Trustees,
the Shareholders or any other person any right, power, authority or
responsibility available only to or in connection with an entity organized in
corporate form. The Trust shall be of the type referred to in Section I of
Chapter 182 of the Massachusetts General Laws and of the type commonly called a
Massachusetts business trust, and without limiting the provisions hereof, the
Trust may exercise all powers which are ordinarily exercised by such a trust.
Section 7.6 Name of Trust. It is understood that the name "Van Eck", and
-------------
any logo associated with that name, is the valuable property of Van Eck
Management Corporation and that the Trust or any Sub-Trust has the right to
include "Van Eck" as a part of its name only through permission of Van Eck
Management Corporation. If Van Eck Management Corporation withdraws the right
to the use of its name, the Trust (and any Sub-Trust) shall forthwith cease to
use the Van Eck name and logo and shall take such action as may be necessary to
change its name (or the name of any Sub-Trust) to eliminate all use of or
reference to the word "Van Eck". The Trust hereby stipulates that companies or
trusts other than the Trust may be formed with the word "Van Eck" in their
titles.
IN WITNESS WHEREOF, the undersigned hereunto set their hands and seal in
the City of New York in the State of New York for themselves and them assigns,
as of the day and year first above written.
/s/ John C. van Eck /s/ Jeremy H. Biggs
John C. van Eck Jeremy H. Biggs
/s/ Richard Cowell /s/ James C. Dudley
Richard C. Cowell James C. Dudley
/s/ Wesley G. McCain /s/ Harvey E. Mole
Wesley G. McCain Harvey E. Mole
/s/ Ralph Peters /s/ Fred M. van Eck
Ralph F. Peters Fred M. van Eck
/s/ Alling Woodruff
Alling Woodruff
30
| EX-99.1B1 | Last Page of 35 | TOC | 1st | Previous | Next | ↓Bottom | Just 35th |
|---|
THE STATE OF NEW YORK
County of New York
State of New York
Then personally appeared the above-named John C. van Eck, Jeremy H. Biggs,
Richard C. Cowell, James C. Dudley, Wesley G. McCain, Harvey Mole, Ralph F.
Peters, Fred M. van Eck and Alling Woodruff who each acknowledged the foregoing
instrument to be his free act and deed, before me, this 6th day of February,
1992.
/s/ Henry G. Neger
Notary Public
My commission expires: 12/31/93
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘485APOS’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 3/2/99 |
| Filed on: | | 3/1/99 | | | | | | | NSAR-B |
| | 2/6/92 | | 1 |
| List all Filings |
8 Subsequent Filings that Reference this Filing
↑Top
Filing Submission 0000950130-99-001141 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Sat., Apr. 20, 7:32:07.2am ET 