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Exhibit 1(j)
AMENDMENT NO. 8
THE GATEWAY TRUST
SECOND AMENDED AGREEMENT AND
DECLARATION OF TRUST
1. Pursuant to Section 9.7 of the Second Amended Agreement and Declaration of
Trust of The Gateway Trust, and effective upon shareholder approval, the
undersigned, being a majority of the Trustees of The Gateway Trust, hereby
replace Section 5.1 in its entirety with the following:
5.1 VOTING POWERS. The Shareholders shall have power to vote only (i) for
the election or removal of Trustees as provided in Section 4.1, (ii) with
respect to any Adviser as provided in Section 4.6, (iii) with respect to
any termination of this Trust or any series to the extent and as provided
in Section 9.4, (iv) with respect to any amendment of this Declaration of
Trust to the extent and as provided in Section 9.7, (v) to the same
extent as the shareholders of an Ohio 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 the Shareholders, and (vi) with respect to the additional
matters relating to the Trust as may be required by the Trust Act or
other law, this Declaration of Trust, the By-Laws, or any registration of
the Trust with the Securities and Exchange Commission (or any successor
agency) or any state, or as the Trustees may consider necessary or
desirable. Each whole Share shall be entitled to one vote as to any
matter on which it is entitled to vote and each fractional Share shall be
entitled to a proportionate fractional vote. Notwithstanding any other
provision of this Declaration of Trust, on any matter submitted to a vote
of Shareholders, all Shares of the Trust then entitled to vote shall be
voted in the aggregate; except (1) when required by the 1940 Act, Shares
shall be voted by individual series and not in the aggregate; and (2)
when the Trustees have determined that the matter affects only the
interests of one or more series, then only Shareholders of such series
shall be entitled to vote thereon. 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 the Trust Act
or other law, this Declaration of Trust, or the By-Laws to be taken by
Shareholders.
2. Pursuant to Section 9.7 of the Second Amended Agreement and Declaration of
Trust of The Gateway Trust, and effective upon shareholder approval, the
undersigned, being a majority of the Trustees of The Gateway Trust, hereby
replace Section 9.7 in its entirety with the following:
9.7 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
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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 when authorized to do so by a
vote of Shareholders holding a majority of the Shares of each series
entitled to vote, except that an amendment which shall affect the holders
of one or more series of Shares but not the holders of all outstanding
series shall be authorized by vote of the Shareholders holding a majority
of the Shares entitled to vote of each series affected and no vote of
Shareholders of a series not affected shall be required.
3. This document shall have the status of an amendment to said Second Amended
Agreement and Declaration of Trust, and may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated: October 27, 1998 /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
/s/ Xxxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxx
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Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxxxx /s/ X. X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxxx X. X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxxxx
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SCHEDULE A
THE GATEWAY TRUST
SECOND AMENDED
AGREEMENT AND DECLARATION OF TRUST
Gateway Fund
Gateway Small Cap Index Fund
Cincinnati Fund
