Exhibit (a)(15)
XXX XXX WORLDWIDE INSURANCE TRUST
AMENDMENT NO. 14
TO MASTER TRUST AGREEMENT
Amendment No. 14 to the Master Trust Agreement dated January 7, 1987,
as amended (the "Agreement") of Van Eck Worldwide Insurance Trust (the "Trust"),
made at New York, New York, this 30th day of April, 2004.
WITNESSETH:
WHEREAS, Article VII, Section 7.3 of the Agreement provides that the
Agreement may be amended from time to time, as long as such amendment does not
adversely affect the rights of any shareholder, and as long as such amendment is
not in contravention of applicable law, including the Investment Company Act of
1940, as amended, by an instrument in writing, signed by an officer of the Trust
pursuant to a vote of a majority of the Trustees of the Trust; and
WHEREAS, a majority of Trustees have duly authorized this amendment to
the Agreement and authorized the same to be filed with the Secretary of State of
the Commonwealth of Massachusetts.
NOW, THEREFORE, the undersigned, Xxxxxxxx Xxxxx, a duly elected and
acting Secretary of the Trust, pursuant to the authorization described above,
hereby declares that Article IV of the Agreement is amended to add new Section
4.7 as follows:
"Section 4.7 CLASSES OF SHARES. In addition to all other powers set
forth in this Declaration of Trust, including without limitation the
power to establish and designate Sub-Trusts in accordance with Section
4.2, the Trustees shall have exclusive power, without the requirement
of Shareholder approval, to issue classes of Shares of any Sub-Trust or
divide the Shares of any Sub-Trust into classes, provided that such
issuance or division does not adversely affect the rights of any
shareholder, each class having such different dividend, liquidation,
voting and other rights and characteristics as the Trustees may
determine, and may 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 additional classes, of said Sub-Trust, or previously established
and designated class or classes thereof.
The establishment and designation of any class of Shares of a
Sub-Trust shall be effective upon the execution by a majority of the
then Trustees (or an officer of the Trust pursuant to the vote of a
majority of the Trustees) of an instrument setting forth such
establishment and designation of the relative rights and preferences of
such class of Shares, or as otherwise provided in such instrument. At
any time that there are no Shares outstanding of any particular class
of a Sub-Trust previously established and designated, the Trustees may,
by an instrument executed by a majority of their number (or an officer
of the Trust pursuant to the vote of a majority of the Trustees),
abolish that 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.
If the Trustees shall divide the Shares of any Sub-Trust into
two or more classes, the following provisions shall be applicable in
respect thereof:
(a) The number of authorized Shares and the number of Shares
of each class that may be issued shall be unlimited. The Trustees may
classify or reclassify any unissued Shares or any Shares previously
issued and reacquired of any class into one or more classes that may be
established and designated from time to time. The Trustees may hold as
treasury shares (of the same or some other class), reissue for such
consideration and on such terms as they may determine, or cancel any
Shares of any class reacquired by the Trust at their discretion from
time to time.
(b) All consideration received by the Trust for the issue or
sale of Shares of a particular class of a Sub-Trust, together with all
assets in which such consideration is invested or reinvested, 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 belong to the Sub-Trust and be
allocable to that class of such Sub-Trust, subject only to the rights
of creditors and except as may otherwise be required by applicable tax
laws, shall be so recorded upon the books of account of the Trust and
shall be held by the Trustees in trust for the benefit of the holders
of Shares of that class of the Sub-Trust. In the event that there are
any assets, income, earnings, profits and proceeds thereof, funds, or
payments which are not readily identifiable as belonging to any
particular class of a Sub-Trust, the Trustees shall allocate them among
any one or more of the classes of such Sub-Trust established and
designated from time to time in such manner and on such basis as they,
in their sole discretion, deem fair and equitable. Each such allocation
by the Trustees shall be conclusive and binding upon the Shareholders
of all Sub-Trusts and classes thereof for all purposes.
(c) The assets belonging to each particular class of a
Sub-Trust shall be charged with the liabilities of the Trust in respect
of that class of such Sub-Trust, and all expenses, costs, charges and
reserves attributable to that class of such Sub-Trust. Any general
liabilities, expenses, costs, charges or reserves of a Sub-Trust that
are not readily identifiable as belonging to any particular class of
such Sub-Trust shall be allocated and charged by the Trustees to and
among any one or more of the classes of such Sub-Trust 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. Each
allocation of liabilities, expenses, costs, charges and reserves by the
Trustees shall be conclusive and binding upon the Shareholders of a
Sub-Trust and all classes thereof for all purposes. The Trustees shall
have full discretion, to the extent not inconsistent with the 1940 Act,
to
determine which items are capital, and each such determination and
allocation shall be conclusive and binding upon the Shareholders.
(d) The net asset value per Share of a Sub-Trust that has been
divided into classes shall be determined separately for each such
class, and shall be equal to the quotient obtained by dividing the
value of the net assets of that Sub-Trust allocable to the class (being
the value of the assets belonging to that Sub-Trust less the
liabilities belonging to such class) by the total number of Shares of
such class outstanding.
(e) Dividends and distributions on Shares of a Sub-Trust that
has been divided into classes shall be determined separately for each
class of such Sub-Trust and paid from the assets belonging to and
allocable to each such class, after providing for actual and accrued
liabilities belonging to that class. All dividends and distributions on
Shares of a particular class shall be distributed pro rata to the
holders of Shares of that class in proportion to the number of Shares
of that class held by such holders at the date and time of record
established for the payment of such dividends or distributions. Such
dividends and distributions may be made in cash or Shares of that class
or another class of such Sub-Trust 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.
(f) Whenever the Shares of a Sub-Trust are otherwise required
or permitted to vote under this Declaration of Trust, the Shares of
each class of the Sub-Trust shall vote together with all other classes
of such Sub-Trust with respect to such matter, except that when (i)
required by applicable law, including the 1940 Act and Rules 18f-2 and
18f-3 thereunder, or (ii) the Trustees have determined that the matter
to be voted upon affects only the interests of one or more classes of
the Sub-Trust, then only the Shareholders of such class or classes
shall be entitled to vote thereon.
(g) The Trustees, without the requirement of Shareholder
approval, may redesignate, reclassify or convert the Shares of a class
of any Sub-Trust into a new or existing class of Shares of the same
Sub-Trust on such fair and equitable terms and conditions as the
Trustees may determine in their sole discretion, provided that such
redesignation, reclassification or conversion does not adversely affect
the rights of any shareholder.
(h) Shares of a class may be subject to such different
front-end and/or back-end sales charges, contingent deferred sales
charges, redemption fees, fees pursuant to Rule 12b-1 plans,
shareholder servicing fees and other fees or expenses associated with
the distribution or servicing of Shares of that class as may be
approved by the Trustees from time to time with respect to such class.
To the fullest extent necessary to implement the underlying purpose and
intent of this Section 4.7, this Section shall qualify each other
provision set forth in this Declaration of Trust and all references to
Sub-Trust in this Declaration of Trust shall be deemed to incorporate
or additionally include references to the classes thereof as the
context may
require. Any conflict or need for clarification as between this Section
4.7 and any other provision of this Declaration of Trust shall be
resolved by the Trustees in their sole discretion."
WITNESS my hand and seal this 30th day of April, 2004.
/s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx Xxxxx, Secretary
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
Then personally appeared the above-named Xxxxxxxx X. Xxxxx and
acknowledged this instrument to be her free act and deed this 30th day of April,
2004.
/s/ Xxxxxxxx Xxxx
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Xxxxxxxx Xxxx
Notary Public, State of New York
No. 01LA5053454
Qualified in Queens County
Commission Expires December 18, 2005
