BY-LAWS
OF
LEXINGTON NATURAL RESOURCES TRUST
(formerly known as "LEXINGTON GOLD TRUST"; name change effective
September 30, 1991)
ARTICLE I
Agreement and Declaration
of Trust and Principal Office
1.1. Agreement and Declaration of Trust. These By-laws shall be
subject to the Agreement and Declaration of Trust as from time to time in
effect (the "Declaration of Trust"), LEXINGTON GOLD TRUST, a Massachusetts
business trust established by the Declaration of Trust (the "Trust").
1.2. Principal Office of the Trust. The principal office of the
Trust shall be located within or without Massachusetts as the Trustees may
determine or as they may authorize.
ARTICLE 2
Meetings of Trustees
2.1. Regular Meetings. Regular meetings of the Trustees may be
held without call or notice at such places and at such times as the
Trustees may from time to time determine, provided that notice of the
first regular meeting following any such determination shall be given to
absent Trustees. A regular meeting of the Trustees may be held without
call or notice immediately after and at the same place as the annual
meeting of the shareholders.
2.2. Special Meetings. Special meetings of the Trustees may be
held at any time and at any place designated in the call of the meeting
when called by the Chairman of the Trustees, the President or the
Treasurer or by two or more Trustees, sufficient notice thereof being
given to each Trustee by the Secretary or an Assistant Secretary or by the
officer or the Trustee calling the meeting.
2.3. Notice. It shall be sufficient notice to the Trustee of a
special meeting to send notice by mail at least forty-eight hours or by
telegram, telex or telecopy or other electronic facsimile transmission
method at least twenty-four hours before the meeting addressed to the
Trustee at his or her usual or last known business or residence address or
to give notice to him or her in person or by telephone at least twenty-four
hours before the meeting. Notice of a meeting need not be given to
any Trustee if a written waiver of notice, executed by him or her before
the meeting, is filed with the records of the meeting, or to any Trustee
who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him or her. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the
meetings.
2.4. Quorum. At any meeting of the Trustees a majority of the
Trustees then in office shall constitute a quorum. Any meeting may be
adjourned from time to time by a majority of the votes cast upon the
question, whether or not a quorum is present, and the meeting may be held
as adjourned without further notice.
ARTICLE 3
Officers
3.1. Enumeration; Qualification. The officers of the Trust shall
be a President, a Treasurer, a Secretary, and such other officers
including a Chairman of the Trustees, if any, as the Trustees from time to
time may in their discretion elect. The Trust may also have such agents
as the Trustees from time to time may in their discretion appoint. The
Chairman of the Trustees, if one is elected, shall be a Trustee and may
but need not be a shareholder; and any other officer may but need not be
a Trustee or a shareholder. Any two or more offices may be held by the
same person.
3.2. Election. The President, the Treasurer, and the Secretary
shall be elected annually by the Trustees. Other officers, if any, may be
elected or appointed by the Trustees at said meeting or at any other time.
Vacancies in any office may be filled at any time.
3.3. Tenure. The Chairman of the Trustees, if one is elected, the
President, the Treasurer and the Secretary shall hold office until their
respective successors are chosen and qualified, or in each case until he
or she sooner dies, resigns, is removed or becomes disqualified. Each
other officer shall hold office and each agent shall retain authority at
the pleasure of the Trustees.
3.4. Powers. Subject to the other provisions of these By-laws,
each officer shall have, in addition to the duties and powers herein and
in the Declaration of Trust set forth, such duties and powers as are
commonly incident to the office occupied by him or her as if the Trust
were organized as a Massachusetts business corporation and such other
duties and powers as the Trustees may from time to time designate.
3.5. Chairman; President. Unless the Trustees otherwise provide,
the Chairman of the Trustees or, if there is none or in the absence of the
Chairman, the President shall preside at all meetings of the shareholders
and of the Trustees. The President shall be the chief executive officer.
3.6. Treasurer. The Treasurer shall be the chief financial and
accounting officer of the Trust, and shall, subject to the provisions of
the Declaration of Trust and to any arrangement made by the Trustees with
a custodian, investment adviser or manager, or transfer, shareholder
servicing or similar agent, be in charge of the valuable papers, books of
account and accounting records of the Trust, and shall have such other
duties and powers as may be designated from time to time by the Trustees
or by the President.
3.7. Secretary. The Secretary shall record all proceedings of the
shareholders and the Trustees in books to be kept therefor, which books or
a copy thereof shall be kept at the principal office of the Trust. In the
absence of the Secretary from any meeting of the shareholders or Trustees,
an assistant secretary, or if there be none or if he or she is absent, a
temporary secretary chosen at such meeting shall record the proceedings
thereof in the aforesaid books.
3.8. Resignations. Any officer may resign at any time by written
instrument signed by him or her and delivered to the Chairman, the
President or the Secretary or to a meeting of the Trustees. Such
resignation shall be effective upon receipt unless specified to be
effective at some other time. Except to the extent expressly provided in
a written agreement with the Trust, no officer resigning and no officer
removed shall have any right to any compensation for any period following
his or her resignation or removal, or any right to damages on account of
such removal.
ARTICLE 4
Committees
4.1. Quorum; Voting. A majority of the members of any Committee of
the Trustees shall constitute a quorum for the transaction of business,
any action of such a Committee may be taken at a meeting by a vote of a
majority of the members present (a quorum being present) or evidenced by
one or more writings signed by such a majority. Members of a Committee
may participate in a meeting of such Committee 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.
ARTICLE 5
Reports
5.1. General. The Trustees and officers shall render reports at
the time and in the manner required by the Declaration of Trust or any
applicable law. Officers and Committees shall render such additional
reports as they may deem desirable or as may from time to time be required
by the Trustees.
ARTICLE 6
Fiscal Year
6.1. General. Except as from time to time otherwise provided by
the Trustees, the initial fiscal year of the Trust shall end on such date
as is determined in advance or in arrears by the Treasurer, and subsequent
fiscal years shall end on such date in subsequent years.
ARTICLE 7
Seal
7.1. General. The seal of the Trust shall consist of a flat-faced
die with the word "Massachusetts", together with the name of the Trust and
the year of its organization cut or engraved thereon but, unless otherwise
required by the Trustees, the seal shall not be necessary to be placed on,
and its absence shall not impair the validity of, any document, instrument
or other paper executed and delivered by or on behalf of the Trust.
ARTICLE 8
Execution of Papers
8.1. General. Except as the Trustees may generally or in
particular cases authorize the execution thereof in some other manner, all
deeds, leases, contracts, notes and other obligations made by the Trustees
shall be signed by the President or by the Treasurer and need not bear the
seal of the Trust.
ARTICLE 9
Issuance of Share Certificates
9.1. Share Certificates. In lieu of issuing certificates for
shares, the Trustees or the transfer agent may either issue receipts
therefor or may keep accounts upon the books of the Trust for the record
holders of such shares, who shall in either case be deemed, for all
purposes hereunder, to be the holders of certificates for such shares as
if they had accepted such certificates and shall be held to have expressly
assented and agreed to the terms hereof.
The Trustees may at any time authorize the issuance of share
certificates. In that event, each shareholder shall be entitled to a
certificate stating the number of shares owned by him, in such form as
shall be prescribed from time to time by the Trustees. Such certificates
shall be signed by the president or vice-president and by the treasurer or
assistant treasurer. Such signatures may be facsimile if the certificate
is signed by a transfer agent, or by a registrar, other than a Trustee,
officer or employee of the Trust. In case any officer who has signed or
whose facsimile signature has been place on such certificate shall cease
to be such officer before such certificate is issued, it may be issued by
the Trust with the same effect as if he were such officer at the time of
its issue.
9.2. Loss of Certificates. In case of the alleged loss or
destruction or the mutilation of a share certificate, a duplicate
certificate may be issued in place thereof, upon such terms as the
Trustees shall prescribe.
9.3. Issuance of New Certificates to Pledgee. A pledgee of shares
transferred as collateral security shall be entitled to a new certificate
if the instrument of transfer substantially describes the debt or duty
that is intended to be secured thereby. Such new certificates shall
express on its face that it is held as collateral security, and the name
of the pledgor shall be stated thereon, who alone shall be liable as a
shareholder and entitled to vote thereon.
9.4. Discontinuance of Issuance of Certificates. The Trustees may
at any time discontinue the issuance of share certificates and may, by
written notice to each shareholder, require the surrender of share
certificates to the Trust for cancellation. Such surrender and
cancellation shall not effect the ownership of shares in the Trust.
ARTICLE 10
Provisions Relating to the
Conduct of the Trust's Business
10.1. Certain Definitions. When used herein the following words
shall have the following meanings: "Distributor" shall mean any one or
more corporations, firms or associations which have distributor's or
principal underwriter's contracts in effect with the Trust providing that
redeemable shares issued by the Trust shall be offered and sold by such
Distributor. "Manager" shall mean any corporation, firm or association
which may at the time have an advisory or management contract with the
Trust and any corporation, firm or association which may at any time have
a sub-advisory contract relating to the Trust with any such Manager.
10.2. Limitation on Holdings by the Trust of Certain Securities and
on Dealings with Officers or Trustees. The Trust may not purchase or
retain shares or securities issued by an issuer if one or more of the
holders of the shares or securities issued by an issuer is an officer or
Trustee of the Trust or officer or director of the Manager and if one or
more of such officers, Trustees or directors owns beneficially more than
1/2 of 1% of the shares or securities, or both, of such issuer and such
officers, Trustees and directors owning more than 1/2 of 1% of such shares
or securities together own beneficially more than 5% of such shares or
securities. Each officer and Trustee of the Trust shall keep the
Treasurer of the Trust informed of the names of all issuers shares or
securities of which are held in the portfolio of the Trust in which such
officer or Trustee owns as much as 1/2 of 1% of the outstanding shares or
securities.
The Trust will not lend any of its assets to the Distributor or
Manager or to any officer or director of the Distributor or Manager or any
officer or Trustee of the Trust, and shall not permit any officer or
Trustee or any officer or director of the Distributor or Manager to deal
for or on behalf of the Trust with himself or herself as principal or
agent, or with any partnership, association or corporation in which he or
she has a financial interest; provided that the foregoing provisions shall
not prevent (a) officers and Trustees of the Trust or officers and
directors of the Distributor or Manager from buying, holding or selling
shares in the Trust or from being partners, officers and directors of or
otherwise financially interested in the Distributor or the Manager; (b)
purchases or sales of securities or other property if such transaction is
permitted by or is exempt or exempted from the provisions of the
Investment Company Act of 1940 or any Rule or Regulation thereunder; (c)
employment of legal counsel, registrar, transfer agent, shareholder
servicing agent, dividend disbursing agent, or custodian who is, or has a
partner, shareholder, officer or director who is, an officer or Trustee of
the Trust or an officer or director of the Distributor or Manager; (d)
sharing statistical, research, legal and management expenses and office
hire and expenses with any other investment company in which an officer or
Trustee of the Trust or an officer or director of the Distributor or
Manager is an officer or director or otherwise financially interested.
10.3. Limitation on Dealing in Securities of the Trust by Certain
Officers, Trustees, Distributor or Manager. Neither the Distributor nor
Manager, nor any officer or Trustee of the Trust or officer or director of
the Distributor or Manager shall take long or short positions in
securities issued by the Trust; provided, however, that:
(a) the Distributor may purchase from the Trust and
otherwise deal in shares issued by the Trust pursuant to the terms
of its contract with the Trust;
(b) any officer or Trustee of the Trust or officer or
director of the Distributor or Manager or any trustee or fiduciary
for the benefit of any of them may at any time, or from time to
time, purchase from the Trust or from the Distributor shares issued
by the Trust at the price available to the public or to such
officer, Trustee, director, trustee or fiduciary, no such purchase
to be in contravention of any applicable state or federal
requirement; and
(c) the Distributor or the Manager may at any time, or from
time to time purchase for investment shares issued by the Trust.
10.4. Securities and Cash of the Trust to be held by Custodian
subject to certain Terms and Conditions.
(a) all securities and cash owned by this Trust shall be
held by or deposited with one or more banks or trust companies
having (according to its last published report) not less than
$5,000,000 aggregate capital, surplus and undivided profits (any
such bank or trust company being hereby designated as "Custodian"),
provided such a Custodian can be found ready and willing to act;
subject to such rules, regulations and orders, if any, as the
Securities and Exchange Commission may adopt, this Trust may, or may
not permit any Custodian to, deposit all or any part of the
securities owned by this Trust in a system for the central handling
of securities pursuant to which all securities of any particular
class or series of any issue deposited within the system may be
transferred or pledged by bookkeeping entry, without physical
delivery. The Custodian may appoint, subject to the approval of the
Trustees, one or more subcustodians.
(b) The Trust shall enter into a written contract with each
Custodian regarding the powers, duties and compensation of such
Custodian with respect to the cash and securities of the Trust held
by such Custodian. Said contract and all amendments thereto shall
be approved by the Trustees.
(c) The Trust shall upon the resignation or inability to
serve of any Custodian or upon change of any Custodian:
(i) in case of such resignation or inability to serve,
use its better efforts to obtain a successor Custodian;
(ii) require that the cash and securities owned by the
Trust be delivered directly to the successor Custodian; and
(iii) in the event that no successor Custodian can be
found, submit to the shareholders, before permitting delivery
of the cash and securities owned by the Trust otherwise than
to a successor Custodian, the question whether the Trust shall
be liquidated or shall function without a Custodian.
10.5. Requirements and Restrictions Regarding the Management
Contract. Every advisory or management contract entered into by the Trust
shall provide that in the event that the total expenses of any series of
shares of the Trust for any fiscal year should exceed the limits imposed
on investment company expenses imposed by any statute or regulatory
authority of any jurisdiction in which shares of the Trust are offered for
sale, the compensation due the Manager for such fiscal year shall be
reduced by the amount of such excess by a reduction or refund thereof.
10.6. Reports to Shareholders; Distributions from Realized Gains.
The Trust shall send to each shareholder of record at least semi-annually
a statement of the condition of the Trust and of the results of its
operations, containing all information required by applicable laws or
regulations.
10.7. Determination of Net Asset Value Per Share. Net asset value
per share of each series of shares of the Trust shall mean: (i) the value
of all the assets of such series; (ii) less total liabilities of such
series; (iii) divided by the number of shares of such series outstanding,
in each case at the time of each determination. The net asset value per
share of each series shall be determined as of the normal close of trading
on the New York Stock Exchange on each day on which such Exchange is open.
As of any time other than the normal close of trading on such Exchange,
the Trustees may cause the net asset value per share last determined to be
determined again in a similar manner or adjusted to reflect changes in
market values of securities in the portfolio, such adjustment to be made
on the basis of changes in selected security prices determined by the
Trustees to be relevant to the portfolio of such series or in averages or
in other standard and readily ascertainable market data, and the Trustees
may fix the time when such redetermined or adjusted net asset value per
share of each series shall become effective.
In valuing the portfolio investments of any series for determination
of net asset value per share of such series, securities for which market
quotations are readily available shall be valued at prices which, in the
opinion of the Trustees or the person designated by the Trustees to make
the determination, most nearly represent the market value of such
securities, and other securities and assets shall be valued at their fair
value as determined by or pursuant to the direction of the Trustees, which
in the case of short-term debt obligations, commercial paper and
repurchase agreements may, but need not, be on the basis of quoted yields
for securities of comparable maturity, quality and type, or on the basis
of amortized cost. Expenses and liabilities of the trust shall be accrued
each day. Liabilities may include such reserves for taxes, estimated
accrued expenses and contingencies as the Trustees or their designates may
in their sole discretion deem fair and reasonable under the circumstances.
No accruals shall be made in respect of taxes or unrealized appreciation
of securities owned unless the Trustees shall otherwise determine.
Dividends payable by the Trust shall be deducted as at the time of but
immediately prior to the determination of net asset value per share on the
record date therefor.
ARTICLE 11
Shareholders' Voting Powers and Meetings
11.1. Voting Powers. The Shareholders shall have power to vote only
(i) for the election of Trustees as provided in Article IV, Section 1 and
Article V of the Declaration of Trust, provided, however, that no meeting
of Shareholders is required to be called for the purpose of electing
Trustees unless and until such time as less than a majority of the
Trustees have been elected by the Shareholders, (ii) with respect to any
Manager or Sub-Adviser as provided in Article IV, Section 6 of the
Declaration of Trust to the extent required by the Investment Company Act
of 1940 and the rules and regulations thereunder, (iii) with respect to
any termination of this Trust to the extent and as provided in Article IX,
Section 4 of the Declaration of Trust, (iv) with respect to any amendment
of the Declaration of Trust to the extent as provided in Article IX,
Section 7 of the Declaration of Trust, (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 the
Shareholders, and (vi) with respect to such additional matters relating to
the Trust as may be required by law, the Declaration of Trust, these 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.
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. On any matter submitted to a vote of
Shareholders all Shares of the Trust then entitled to vote shall be voted by
individual series, except (i) when required by the 1940 Act, Shares shall be
voted in the aggregate and not by individual series and (ii) 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 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, the Declaration of Trust or these By-laws to be taken by
Shareholders.
11.2. Voting Power and Meetings. Meetings of the Shareholders may
be called by the Trustees for the purpose of electing Trustees as provided
in Article IV, Section 1 of the Declaration of Trust and for such other
purposes as may be prescribed by law, by the Declaration of Trust or by
these By-laws. Meetings of the Shareholders may also be called by the
Trustees from time to time for the purpose of taking action upon any other
matter deemed by the Trustees to be necessary or desirable. A meeting of
Shareholders may be held at any place designated by the Trustees. Written
notice of any meeting of Shareholders shall be given or caused to be given
by the Trustees by mailing such notice at least seven days before such
meeting, postage prepaid, stating the time and place of the meeting, to
each Shareholder at the Shareholder's address as it appears on the records
of the Trust. Whenever notice of a meeting is required to be given to a
Shareholder under the Declaration of Trust or these By-laws, a written
waiver thereof, executed before or after the meeting by such Shareholder
or his attorney thereunto authorized and filed with the records of the
meeting, shall be deemed equivalent to such notice.
11.3. Quorum and Required Vote. A majority of Shares entitled to
vote shall be a quorum for the transaction of business at a Shareholders'
meeting, except that where any provision of law or of the Declaration of
Trust or these By-laws permits or requires that holders of any series
shall vote as a series, then a majority of the aggregate number of Shares
of that series entitled to vote shall be necessary to constitute a quorum
for the transaction of business by that series. 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. Except when a larger
vote is required by any provision of law or the Declaration of Trust or
these By-laws, a majority of the Shares voted shall decide any questions
and a plurality shall elect a Trustee, provided that where any provision
of law or of the Declaration of Trust or these By-laws permits or requires
that the holders of any series shall vote as a series, then a majority of
the Shares of that series voted on the matter (or a plurality with respect
to the election of a Trustee) shall decide that matter insofar as that
series is concerned.
11.4. Action by Written Consent. 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 any express provision of law or the Declaration of Trust or these 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.
11.5. 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 receive payment of any dividend or of any other
distribution, the Trustees may from time to time fix a time, which shall be
not more than 60 days before the date of any meeting of Shareholders or the
date for the payment of any dividend or of any other distribution, as the
record date for determining the Shareholders having the right to notice of
and to vote at such meeting and any adjournment thereof or the right to
receive such dividend or distribution, and in such case only Shareholders of
record on such record date shall has such right notwithstanding any transfer
of shares on the books of the Trust after the record date; or without fixing
such record date and Trustees may for any of such purposes close the register
or transfer books for all or any part of such period.
Article 12
Amendments to the By-laws
12.1. General. These By-laws may be amended or repealed, in whole
or in part, by a majority of the Trustees then in office at any meeting of
the Trustees, or by one of more writings signed by such a majority.