THE NEW ECONOMY FUND
Establishment and Designation of Additional Classes
of Shares of Beneficial Interest Without Par Value
(the "Instrument")
The undersigned, being a majority of the Trustees of The New Economy Fund, a
Massachusetts business trust (the "Trust"), acting pursuant to Section 6.1 of
the Trust's Declaration of Trust dated May 16, 1983, as amended and restated on
October 3, 1983 (the "Declaration of Trust"), hereby further divide and
classify the authorized and unissued shares of beneficial interest (together
with the shares of beneficial interest without par value, now outstanding, the
"Shares") into the two additional classes of Shares designated below in
paragraph 1 (each such class, including the two Share classes previously
designated by an instrument signed by a majority of the Trustees and dated as
of December 13, 2000, is referred to as a "Class" and, collectively, the
"Classes"). Each Class (including all currently issued and outstanding shares
previously designated as Class A Shares and Class B Shares) shall be unlimited
in number and have the special and relative rights specified in this
Instrument:
1. The two additional Classes shall be designated as follows:
Class C
Class F
2. Each Share of each Class of the Trust (including Class C and Class F
Shares) shall represent a pro rata beneficial interest in the assets
attributable to its Class, and shall be entitled to receive its pro rata share
of net assets attributable to that Class of Shares of the Trust upon
liquidation of the Trust, all as provided in or not inconsistent with the
Declaration of Trust. Unless otherwise provided in this Instrument, each Share
shall have the voting, dividend, liquidation and other rights, preferences,
powers, restrictions, limitations, qualifications, terms and conditions, as set
forth in the Declaration of Trust.
3. Upon the effective date of this Instrument:
a. Each Share of each Class of the Trust (including Class C and Class F
Shares) shall be entitled to one vote (or fraction thereof in respect of a
fractional Share) on matters which those Shares (or Class of Shares) shall be
entitled to vote. Shareholders of the Trust shall vote together on any matter,
except to the extent otherwise required by the Investment Company Act of 1940
(the "Investment Company Act"), and the rules thereunder, in which case only
the Shareholders of that Class or those Classes shall be entitled to vote
thereon.
b. Each Class of Shares of the Trust (including Class C and Class F Shares)
may be issued and sold subject to different sales loads or charges, whether
initial, deferred or contingent, or any combination thereof, as may be
established from time to time by the Trustees of the Trust in accordance with
the Investment Company Act and applicable rules and regulations of
self-regulatory organizations and as shall be set forth in the applicable
prospectus for the Shares.
c. Liabilities, expenses, costs, charges or reserves that should be properly
allocated to the Shares of a particular Class of the Trust may, pursuant to a
Plan adopted by the Trustees to conform with Rule 18f-3 under the Investment
Company Act, or a similar rule, provision, interpretation or order under the
Investment Company Act, be charged to and borne solely by that Class and the
bearing of expenses solely by a Class of Shares may be appropriately reflected
and cause differences in net asset value attributable to, and the dividend,
redemption and liquidation rights of, the Shares of different Classes.
d. Except as otherwise provided hereinafter, on a business day no later than
the fifteenth day of the first calendar month following the expiration of a
120-month period commencing on the first day of the calendar month during which
Class C shares were purchased by a holder thereof, such Shares (as well as a
pro rata portion of any Class C Shares purchased through the reinvestment of
dividends or other distributions paid on all Class C Shares held by such
holder) shall automatically convert to Class F Shares on the basis of the
respective net asset values of the Class C Shares and the Class F Shares on the
conversion date; PROVIDED, HOWEVER, that the Trustees, in their sole
discretion, may suspend the conversion of Class C Shares if any conversion of
such Shares would constitute a taxable event under federal income tax law (in
which case the holder of such Class C Shares shall have the right to exchange
from time to time any or all of such Class C Shares held by such holder for
Class F Shares on the basis of the respective net asset values of the Class C
Shares and the Class F Shares on the applicable exchange date and without the
imposition of a sales charge or fee); and PROVIDED, FURTHER, that conversion
(or exchange) of Class C Shares represented by share certificates shall be
subject to tender of such certificates;
e. Subject to the foregoing paragraph, each Class of Shares of the Trust
(including Class C and Class F Shares) may have such different exchange rights
as the Trustees shall determine in compliance with the Investment Company Act.
4. The Trustees (including any successor Trustees) of the Trust shall have the
right at any time and from time to time to reallocate assets, liabilities and
expenses or to change the designation of any Class now or hereafter created, or
to otherwise change the special and relative rights of any Class, provided that
no change shall adversely affect the rights of Shareholders of such Class.
Except as otherwise provided in this Instrument, the foregoing shall be
effective as of the date set forth below.
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Timothy D. Armour, as Trustee E. Graham Holloway, as Trustee
Joseph C. Berenato, as Trustee Leonade D. Jones, as Trustee
Richard G. Capen, as Trustee William H. Kling, as Trustee
H. Frederick Christie, as Trustee Norman R. Weldon, as Trustee
Gordon Crawford, as Trustee Patricia K. Woolf, as Trustee
John G. Freund, as Trustee Dated: December 13, 2000
Alan Greenway, as Trustee
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