WS5888
THE 59 WALL STREET FUND, INC.
Establishment and
Designation of Series of Shares of
Common Stock (par value $0.001 per share)
Pursuant to Section 2-105 of the Maryland General Corporation Law and
Article Fifth, paragraph 3 of the restated charter of the Corporation (the
"Charter"), the Board of Directors of the Corporation hereby establishes and
designates the following series of shares of common stock (each a "Fund",
collectively, the "Funds") to have the following special and relative rights:
1. The Funds shall be named "The 59 Wall Street High Yield Fixed
Income Fund" and "The 59 Wall Street Broad Market Fixed Income
Fund" and the number of shares initially classified and allocated
to each Fund is 25,000,000.
2. Each Fund shall be authorized to hold cash, invest in securities,
instruments and other properties and use investment techniques as
from time to time described in the Corporation's then currently
effective registration statement under the Securities Act of 1933
to the extent pertaining to the offering of Shares of each Fund
("Shares"). Each Share, except as provided herein, shall have the
same characteristics as shares of The 59 Wall Street European
Equity Fund, The 59 Wall Street Pacific Basin Equity Fund, The 59
Wall Street Small Company Fund, The 59 Wall Street
Inflation-Indexed Securities Fund, The 59 Wall Street U.S. Equity
Fund, The 59 Wall Street Tax-Efficient Equity Fund, The 59 Wall
Street International Equity Fund, The 59 Wall Street Emerging
Markets Fund, The 59 Wall Street Mid-Cap Fund and The 59 Wall
Street Opportunities Fund. The proceeds of sales of Shares,
together with any income and gain thereon, less any diminution or
expenses thereof, shall irrevocably belong to the Funds, unless
otherwise required by law.
3. Shareholders of each Fund shall vote separately as a class on any
matter to the extent required by, and any matter shall be deemed
to have been effectively acted upon with respect to each Fund as
provided in, Rule 18f-2, as from time to time in effect, under the
Investment Company Act of 1940, as amended, or any successor rule,
and by the Charter.
4. At any meeting of shareholders of each Fund, an Eligible
Institution or Financial Intermediary (as that term may from time
to time be defined in the applicable then-current prospectus of
each Fund) may vote any Shares as to which such Eligible
Institution or Financial Intermediary is the holder or agent of
record and which are not otherwise represented in person or by
proxy at the meeting, proportionately in accordance with the votes
cast by holders of all Shares otherwise represented at the meeting
in person or by proxy as to which such Eligible Institution or
Financial Intermediary is the holder or agent of record. Any
Shares so voted by an Eligible Institution or Financial
Intermediary will be deemed represented at the meeting for all
purposes, including quorum purposes.
5. All Shares shall be subject to redemption and redeemable at the
option of the Corporation. The Board of Directors may by
resolution from time to time authorize the Corporation to require
the redemption of all or any part of any outstanding Shares,
without the vote or consent of shareholders (including through the
establishment of uniform standards with respect to the minimum net
asset value of a shareholder account), upon the sending of written
notice thereof to each shareholder any of whose Shares are so
redeemed and upon such terms and conditions as the Board of
Directors shall deem advisable, out of funds legally available
therefor, at net asset value per Share determined in accordance
with the provisions of the applicable then-current prospectus of
each Fund and to take all other steps deemed necessary or
advisable in connection therewith. The Board of Directors may
authorize the closing of those accounts not meeting the specified
minimum standards of net asset value by redeeming all of the
Shares in such accounts.
6. Each Fund's Shareholder Servicing Agent and each Eligible
Institution and Financial Intermediary (as those terms are defined
in the applicable then-current prospectus of each Fund) may
establish for their respective customers an involuntary redemption
requirement. If the value of a shareholder's holdings falls below
that amount because of a redemption of Shares, the shareholder's
remaining Shares may be redeemed. If such remaining Shares are to
be redeemed, the shareholder will be notified that the value of
his holdings has fallen below that amount and be allowed 60 days
to make an additional investment to enable the shareholder to meet
the minimum requirement before the redemption is processed.
IN WITNESS WHEREOF, the undersigned Directors have executed this
instrument this 9th day of May, 2000.
Director and
/s/ J.V. SHIELDS, JR. Chairman of the Board
J.V. Shields, Jr.
/s/ RICHARD L. CARPENTER Director
Richard L. Carpenter
/s/ CLIFFORD A. CLARK Director
Clifford A. Clark
/s/ DAVID M. SEITZMAN Director
David M. Seitzman
/s/ DAVID P. FELDMAN Director
David P. Feldman
/s/ ARTHUR D. MILTENBERGER Director
Arthur D. Miltenberger
/s/ EUGENE P. BEARD Director
Eugene P. Beard
/s/ ALAN G. LOWY Director
Alan G. Lowy
/s/ J. ANGUS IVORY Director
J. Angus Ivory
