As filed with the Securities and Exchange Commission on April 3, 2009

1933 Act File No. 002-97596
1940 Act File No. 811-04297

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. ___ [   ]
Post-Effective Amendment No. 78 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 79 [X]

VAN ECK FUNDS
(Exact Name of Registrant as Specified in Charter)

335 Madison Avenue
New York, New York 10017
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (212) 293-2000

Joseph J. McBrien, Esq.
Van Eck Associates Corporation
335 Madison Avenue
New York, New York 10017
(Name and Address of Agent for Service)

Copy to:
Philip H. Newman, Esq.
Goodwin Procter LLP

Exchange Place
53 State Street
Boston, Massachusetts 02109

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this
registration statement.

It is proposed that this filing will become effective (check appropriate box)

If appropriate, check the following box:

 


The information in this Prospectus is not complete and may be changed. The Trust may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated April 3, 2009

PROSPECTUS

[   ],   2009

     
Van Eck Funds

Multi-Manager Alternatives Fund
Class A: VMAAX

These securities have not been approved or disapproved either by the Securities and Exchange Commission (SEC) or by any State Securities Commission. Neither the SEC nor any State Commission has passed upon the accuracy or adequacy of this prospectus. Any claim to the contrary is a criminal offense.


     


 

 

 

 

 

 

 

 

 

 

Transfer Agent:
DST Systems, Inc.
P.O. Box 218407
Kansas City, Missouri 64121-8407

1.800.544.4653




TABLE OF CONTENTS

 

 

 

 

 

I.

 

Multi-Manager Alternatives Fund

 

 

 

3

 

II.

 

Additional Investment Strategies

 

 

 

29

 

III.

 

Shareholder Information

 

 

 

35

 


I. MULTI-MANAGER ALTERNATIVES FUND


VAN ECK FUNDS (THE “TRUST”), IS A REGISTERED INVESTMENT COMPANY COMPRISED OF FOUR SEPARATE SERIES. THIS PROSPECTUS PERTAINS TO ONE SERIES OF THE TRUST: MULTI-MANAGER ALTERNATIVES FUND (THE “FUND”). OTHER SERIES (EMERGING MARKETS FUND, GLOBAL HARD ASSETS FUND AND INTERNATIONAL INVESTORS GOLD FUND) ARE OFFERED IN A SEPARATE PROSPECTUS. VAN ECK ASSOCIATES CORPORATION SERVES AS INVESTMENT ADVISER (THE “ADVISER”) TO EACH SERIES OF THE TRUST.

THE FUND OFFERS TWO CLASSES OF SHARES: CLASS A AND CLASS I. THIS PROSPECTUS PROVIDES INVESTORS WITH RELEVANT INFORMATION ABOUT THE FUND’S CLASS A SHARES. A SEPARATE PROSPECTUS OFFERS INFORMATION REGARDING THE FUND’S CLASS I SHARES. THE FUND’S SEPARATE SHARE CLASSES HAVE DIFFERENT EXPENSES; AS A RESULT, THEIR INVESTMENT PERFORMANCES WILL DIFFER. INVESTORS SHOULD CONSIDER WHICH CLASS IS BEST SUITED FOR THEIR INVESTMENT NEEDS.

THIS SECTION INCLUDES A PROFILE OF THE FUND; ITS INVESTMENT STYLE AND PRINCIPAL RISKS; HISTORICAL PERFORMANCE; PERFORMANCE MEASURED AGAINST A RELEVANT BENCHMARK; HIGHEST AND LOWEST PERFORMING QUARTERS; AND EXPENSES.

INVESTMENT OBJECTIVE

The Multi-Manager Alternatives Fund seeks to achieve consistent absolute (positive) returns in various market cycles. The Fund’s objective is fundamental and may only be changed with the approval of shareholders.

PRINCIPAL INVESTMENT STRATEGIES

The Fund pursues its objective by allocating its assets among (i) investment sub-advisers (the “Sub-Advisers”) with experience in managing absolute return strategies, and (ii) affiliated and unaffiliated funds, including open end and closed end funds and exchange traded funds (“ETFs”), which employ a variety of investment strategies, including absolute return strategies (collectively, the “Underlying Funds”).


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Absolute return strategies are intended to provide absolute (positive) returns in various market cycles by exploiting disparities or inefficiencies in markets, geographical areas and companies, taking advantage of anticipated price movements up and/or down of securities and markets, or benefiting from cyclical relationships or special situations (such as reorganizations). The main absolute return strategies that may be employed by the Sub-Advisers and certain Underlying Funds include:

DIRECTIONAL AND TACTICAL STRATEGIES

Seek to exploit broad market trends in equities, interest rates or commodity prices. These strategies may include:

Long/Short Equity : A long/short strategy seeks to invest in securities believed to be undervalued or offer high growth opportunities while also attempting to reduce overall market risk or take advantage of an anticipated decline in the price of an overvalued company or index by using short sales or options on common stocks or indexes to hedge risk. These strategies may also use derivatives, including options, financial futures and options on futures. Long and short positions may not be invested in equal dollars and, as such, may not seek to neutralize general market risks.

Long-Only : A long-only strategy seeks to invest in stocks that are believed to have appreciation potential. These strategies may concentrate in certain markets, industries or geographical areas. These strategies are primarily managed for absolute return and to assess risk and opportunity on an absolute, not an index-relative basis.

Short-Only : A short-only strategy seeks to identify securities that are expected to depreciate in value. In a short sale, the Fund borrows an equity security from a broker, and then sells it. If the value of the security goes down, the Fund can buy it back in the market and return it to the broker, making a profit. These strategies may be employed to hedge or offset long-only equity strategies of similar size in assets and volatility.

Long/Short Credit & Fixed Income : A long/short credit strategy combines long and short positions in debt securities of domestic and foreign governments, agencies, and companies of all maturities and qualities, including high yield (junk bonds) and Treasury Inflation-Protected Securities (“TIPS”), ETFs and emerging market debt. These strategies may invest in mortgage-backed securities, collateralized mortgage obligations, asset-backed securities and other mortgage related securities. Strategies may focus on short positions by utilizing instruments to anticipate the decline in the price of an overvalued security or type of security. Such hedging


4


     


instruments could include individual bonds or related stocks, futures contracts or other instruments.

Global Macro and Emerging Markets : Seek to profit from directional changes in currencies, stock markets, commodity prices and market volatility. Global macro strategies may utilize positions held through individual securities, ETFs, derivative contracts, swaps or other financial instruments linked to major market, sector or country indices, fixed income securities, currencies and commodities. These strategies may invest in a limited number of securities, issuers, industries or countries which may result in higher volatility.

EVENT-DRIVEN STRATEGIES

Seek to benefit from price movements caused by anticipated corporate events, such as mergers, acquisitions, spin-offs or other special situations. These strategies may include:

Distressed Securities: Investing in the securities of issuers in financial distress based upon the expectations of the manager as to whether a turnaround may materialize.

Special Situations : Investing in the securities of issuers based upon the expectations of the manager as to whether the price of such securities may change in the short term due to a special situation, such as a stock buy-back, spin-off, bond upgrade or a positive earnings report.

Merger Arbitrage : Seek to exploit price differentials in the shares of companies that are involved in announced corporate events, such as mergers, by assessing the likelihood that such events will be consummated as proposed.

ARBITRAGE STRATEGIES

Seek to exploit price differences in identical, related or similar securities on different markets or in different forms so as to minimize overall market risk. These strategies may include:

Fixed Income or Interest Rate Arbitrage: Buying and shorting different debt securities and/or futures contracts, including interest rate swap arbitrage, U.S. and non-U.S. bond arbitrage.

Convertible Arbitrage: Seek to exploit price differentials in the convertible bond markets by buying the convertible bond, and shorting the common stock, of the same company.

Pairs Trading : Certain securities, often competitors in the same sector, are sometimes correlated in their day-to-day price movements. If the


5


     


performance link breaks down, i.e., one stock trades up while the other traded down, a manager may sell the outperforming stock and buy the underperforming one, based on the assumption that the “spread” between the two would eventually converge. This may help to hedge against market and sector risk.

Equity Market Neutral: A market neutral strategy combines long and short equity positions to seek to keep its exposure to overall market risk very low. Such strategies take long positions in those securities believed to have attractive appreciation potential and short positions in those securities believed to have depreciation potential. These strategies are typically constructed to attempt to be beta-neutral and attempt to control one or more industry, sector, market capitalization and other potential market bias exposures.

The Adviser determines the allocation of the Fund’s assets among the various Sub-Advisers and Underlying Funds. The Adviser has retained Explorer Alternative Management, LLC (“Explorer”) to act as a Sub-Adviser to the Fund and to assist it in determining the appropriate allocation of the Fund’s assets among the Fund’s other Sub- Advisers as well as Underlying Funds. Explorer will not directly manage assets of the Fund. In selecting and weighting investment options, the Adviser seeks to identify Sub-Advisers and Underlying Funds which, based on their investment styles and historical performance, have the potential, in the opinion of the Adviser, to perform independently of each other and achieve positive risk-adjusted returns in various market cycles. This is referred to as “low correlation.” The degree of correlation of any given investment strategy of a Sub-Adviser or an Underlying Fund will, with other investment strategies and the market as a whole, vary as a result of market conditions and other factors, and some Sub-Advisers and Underlying Funds will have a greater degree of correlation with each other and with the market than others.

By allocating its assets among a number of investment options, the Fund seeks to achieve diversification, less risk and lower volatility than if the Fund utilized a single manager or a single strategy approach. The Fund is not required to invest with any minimum number of Sub-Advisers or Underlying Funds, and does not have minimum or maximum limitations with respect to allocations of assets to any Sub-Adviser, investment strategy or market sector. The Adviser may change the allocation of the Fund’s assets among the available investment options, and may add or remove Sub-Advisers, at any time. For a variety of reasons, including capacity and regulatory limitations, not all the Sub-Advisers may be available to the Fund if it chooses to use them in the future.


6


     


Each Sub-Adviser is responsible for the day-to-day management of its allocated portion of Fund assets. The Adviser has ultimate responsibility, subject to the oversight of the Board of Trustees of the Fund, to oversee the Sub-Advisers, and to recommend their hiring, termination and replacement. Explorer will assist the Adviser in the Sub-Adviser selection and monitoring process.

The Adviser may hire and terminate Sub-Advisers in accordance with the terms of an exemptive order obtained by the Fund and the Adviser from the SEC, under which the Adviser is permitted, subject to supervision and approval of the Board of Trustees, to enter into and materially amend sub-advisory agreements without seeking shareholder approval. The Adviser will furnish shareholders of the Fund with information regarding a new Sub-Adviser within 90 days of the hiring of the new Sub-Adviser.

Currently, in addition to the sub-advisory agreement with Explorer, the Adviser has entered into sub-advisory agreements with the following seven Sub-Advisers with respect to the Fund. Below is a description of each Sub-Adviser’s investment style. The Fund may select a variation of these strategies or another strategy offered by the Sub-Advisers.

 

¡

 

 

 

Clutterbuck Capital Management LLC employs an opportunistic, low exposure long/short credit strategy.

 

¡

 

 

 

Columbus Circle Investors employs a long/short equity strategy in health care stocks.

 

¡

 

 

 

Dix Hills Partners, LLC employs a directional trading strategy in Treasury bonds of various maturities.

 

¡

 

 

 

Lazard Asset Management LLC employs a long-biased global asset allocation strategy.

 

¡

 

 

 

Martingale Asset Management, L.P. employs a long/short equity strategy.

 

¡

 

 

 

PanAgora Asset Management, Inc. employs a quantative fixed income long/short strategy.

 

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Tetra Capital Management, LLC employs a long/short primarily U.S. equity strategy.

As of the date of this Prospectus, the Fund’s assets have not yet been allocated among the Sub-Advisers.

Each Underlying Fund invests its assets in accordance with its investment strategy. The Fund may invest in Underlying Funds in excess of the limitations under the Investment Company Act of 1940, as amended (the “1940 Act”), pursuant to either an exemptive order obtained by the Fund and the Adviser from the SEC or an exemptive order obtained by an Underlying


7


     


Fund from the SEC and consistent with the conditions specified in such order.

Investments in the securities of Underlying Funds involve duplication of advisory fees and certain other expenses. By investing in an Underlying Fund, the Fund becomes a shareholder of that Underlying Fund. As a result, the Fund’s shareholders will indirectly bear the Fund’s proportionate share of the fees and expenses paid by shareholders of the Underlying Fund, in addition to the fees and expenses the Fund’s shareholders directly bear in connection with the Fund’s own operations. To minimize the duplication of fees, the Adviser has agreed to waive the management fee it charges to the Fund by any amount it collects as a management fee from an Underlying Fund managed by the Adviser, as a result of an investment of the Fund’s assets in such Underlying Fund.

In addition to Sub-Advisers and Underlying Funds, the Fund may invest indirectly in strategies or managers through securities, funds, notes, certificates, options, swaps or other derivative instruments, including instruments indexed to baskets of underlying funds.

The Fund’s assets will be primarily invested in common stock, convertible or non-convertible preferred stock, and fixed-income securities of U.S. and foreign governments, semi-government, their agencies and instrumentalities, non-governmental organizations, supra-national organizations and companies, including those in or that have operations in emerging markets.

The Fund may invest in foreign securities, depositary receipts and shares relating to foreign securities the Fund may also invest in rights, warrants, forward, futures and options contracts and other derivative securities; and enter into equity, interest rate, index and currency rate swap agreements.

In addition, the Fund may invest in funds that seek to track investable hedge fund indices; directly and indirectly in commodities; make direct investments in equity interests in trusts, partnerships, joint ventures and other unincorporated entities or enterprises; and invest in securities of companies in initial public offerings.

A portion of the Fund’s assets may be invested in cash, cash equivalents, or in money market funds.

The Fund may take temporary defensive positions in high quality, U.S. short-term debt securities or other money market instruments in response to adverse market, economic, political or other conditions or to enable the Fund to implement an investment strategy quickly. To the extent that the Fund takes a temporary defensive position, it will not be pursuing its objective.


8


     


For purposes of any investment restrictions, percentage limitations apply at the time of investment, and a later increase or decrease in percentage resulting from a change in value of portfolio securities or amount of net assets will not be considered a violation of the restriction.

FOR MORE INFORMATION ABOUT INVESTMENT STRATEGIES AND ASSOCIATED RISKS, SEE THE “ADDITIONAL INVESTMENT STRATEGIES” SECTION.


9


PRINCIPAL RISKS


PRINCIPAL RISKS

There is no assurance that the Fund will achieve its investment objective. The Fund’s share price will fluctuate with changes in the market value of the Fund’s portfolio securities. When you sell Fund shares, they may be worth less than what you paid for them and, accordingly, you can lose money investing in the Fund.

AGGRESSIVE STRATEGIES

 

 

 

Definition

 

The Fund, the Sub-Advisers and the Underlying Funds may use aggressive investment strategies, including absolute return strategies, that are riskier than those used by typical mutual funds.

Risk

 

If the Fund and Sub-Advisers are unsuccessful in applying these investment strategies, the Fund and you may lose more money than if you had invested in another mutual fund that did not invest aggressively. Given the Fund’s emphasis on aggressive strategies and investment techniques, and the possible concentration of the Fund’s assets in certain sectors and geographical regions, an investment in the Fund should be considered part of an overall investment program, rather than a complete investment program. Because the Fund’s investment selections are designed to achieve low correlation with securities markets, the return and net asset value of the Fund may deviate from overall market returns to a greater degree than those of traditional mutual funds.


10



ARBITRAGE TRADING RISKS

 

 

 

Definition

 

The Sub-Advisers may engage in transactions that attempt to exploit price differences of identical, related or similar securities on different markets or in different forms.

Risk

 

The underlying relationships between securities in which the Fund takes investment positions may change in an adverse manner, in which case the Fund may realize losses. For example, merger arbitrage strategies generally involve purchasing the shares of an announced acquisition target company at a discount to their expected value upon completion of the acquisition and selling short the acquirer’s securities. If an acquisition is called off or otherwise not completed, the Fund may realize losses on the shares of the target company it acquired and on its short position in the acquirer’s securities.

BORROWING AND LEVERAGE RISK


 

 

 

Definition

 

Borrowing to invest more is called “leverage.” The Fund may borrow, provided that the amount of borrowing is no more than one third of the net assets of the Fund plus the amount of all borrowings. The Fund is required to be able to restore borrowing to its permitted level asset within three days, if it should increase to more than one-third as stated above, including by selling securities, even if the sale hurts the Fund’s investment performance.

Risk

 

Leverage exaggerates the effect of rises or falls in prices of securities bought with borrowed money. Borrowing also costs money, including fees and interest. The Fund expects to borrow only through negotiated loan agreements with commercial banks or other institutional lenders.


11


PRINCIPAL RISKS (continued)


COMMON STOCKS

 

 

 

Definition

 

Common Stocks are securities representing equity ownership in a corporation.

Risk

 

A principal risk of investing in the Fund is associated with its common stock investments. In general, stock values fluctuate in response to activities specific to the company as well as general market, economic and political conditions. These prices can fluctuate widely in response to these factors.

CONVERTIBLE SECURITIES

 

 

 

Definition

 

A convertible security is a security that can be exchanged for a specified amount of another, generally related security, at the option of the issuer and/or the holder.

Risk

 

The Fund’s investments in convertible securities subject the Fund to the risks associated with both fixed-income securities and common stocks. To the extent that a convertible security’s investment value is greater than its conversion value, its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security.


12



DERIVATIVE SECURITIES AND STRUCTURED NOTES

 

 

 

Definition

 

Derivatives are financial instruments, such as swaps, options, warrants, futures contracts, currency forwards and structured notes, whose values are based on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. The Fund may use leveraged or unleveraged index-linked notes, which are derivative debt instruments with principal and/or coupon payments linked to the value of a specific index. These notes are sometimes referred to as “structured notes” because the terms of these notes may be structured by the issuer and the purchaser of the note.

Risk

 

Derivatives are subject to a number of risks, such as potential changes in value in response to market developments or as a result of the counterparty’s credit quality and the risk that a derivative transaction may not have the effect the Adviser anticipated. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create investment leverage and may be highly volatile. Many derivative transactions are entered into “over the counter” (not on an exchange or contract market); as a result, the value of such a derivative transaction will depend on the ability and the willingness of the Fund’s counterparty to perform its obligations under the transaction. If a counterparty were to default on its obligations, the Fund’s contractual remedies against such counterparty may be subject to bankruptcy and insolvency laws, which could affect the Fund’s rights as a creditor (e.g., the Fund may not receive the net amount of payments that it is contractually entitled to receive). A liquid secondary market may not always exist for the Fund’s derivative positions at any time.


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PRINCIPAL RISKS (continued)


DEFENSIVE INVESTING

 

 

 

Definition

 

Defensive investing is a deliberate, temporary shift in portfolio strategy which may be undertaken when markets start behaving in volatile or unusual ways. The Fund may, for temporary defensive purposes, invest a substantial part of its assets in bonds of the U.S. or foreign governments, certificates of deposit, bankers’ acceptances, high grade commercial paper, and repurchase agreements. At such times, the Fund may have all of its assets invested in a single country or currency.

Risk

 

When the Fund has invested defensively in low-risk, low-return securities, it may miss an opportunity for profit in its normal investing areas. The Fund may not achieve its investment objective during periods of defensive investing.

DIRECT INVESTMENTS

 

 

 

Definition

 

Investments made directly with an enterprise through a shareholder or similar agreements—not through publicly traded shares or interests. Direct investments may involve high risk of substantial loss. Such positions may be hard to sell, because they are not listed on an exchange and prices of such positions may be unpredictable.

Risk

 

A direct investment price as stated for valuation may not be the price the Fund could actually get if it had to sell. Private issuers do not have to follow all the rules of public issuers. The Board of Trustees considers direct investments illiquid and will aggregate direct investments with other illiquid investments under the illiquid investing limits of the Fund.


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DISTRESSED SECURITIES

 

 

 

Definition

 

Distressed securities are securities of issuers, which have defaulted on their obligations or have filed for bankruptcy protection or are trading at prices that suggest a significant possibility of default.

Risk

 

Distressed securities are at high risk for default. If a distressed issuer defaults, the Fund may experience legal difficulties and negotiations with creditors and other claimants. The Fund may recover only a small percentage of its investment or have a time lag between when an investment is made and when the value of the investment is realized. The legal and other monitoring costs that are involved in protecting the value of the Fund’s claims may result in losses as well. Distressed securities may be illiquid.

EMERGING MARKETS SECURITIES

 

 

 

Definition

 

Emerging markets securities are securities of companies that are primarily located in developing countries. (See “Foreign Securities” below for basic information on foreign investment risks.)

Risk

 

Investments in emerging markets securities are exposed to a number of risks that may make these investments volatile in price or difficult to trade. Political risks may include unstable governments, nationalization, restrictions on foreign ownership, laws that prevent investors from getting their money out of a country and legal systems that do not protect property rights as well as the laws of the U.S. Market risks may include economies that concentrate in only a few industries, securities issues that are held by only a few investors, limited trading capacity in local exchanges and the possibility that markets or issues may be manipulated by foreign nationals who have inside information.


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PRINCIPAL RISKS (continued)


EVENT-DRIVEN INVESTING

 

 

 

Definition

 

Companies involved in (or the target of) acquisition attempts or tender offers or companies involved in work-outs, liquidations, spinoffs, reorganizations, bankruptcies and similar transactions; or markets or companies in the midst of a period of economic or political instability.

Risk

 

The transaction in which such a business enterprise is involved may either be unsuccessful, take considerable time or may result in a distribution of cash or a new security, the value of which may be less than the purchase price to the Fund of the security or other financial instrument in respect of which the distribution is received. Similarly, if an anticipated transaction does not in fact occur, the Fund may be required to sell its investment at a loss. Risk of default as to debt securities and bankruptcy or insolvency with respect to equity securities, can result in the loss of the entire investment in such companies.

FIXED-INCOME SECURITIES

 

 

 

Definition

 

Fixed-income securities may include bonds and other forms of debentures or obligations. When an issuer sells debt securities, it sells them for a certain price, and for a certain term. Over the term of the security, the issuer promises to pay the buyer a certain rate of interest, then to repay the principal at maturity. Fixed-income securities are also bought and sold in the “secondary market”—that is, they are traded by people other than their original issuers.

Risk

 

All debt securities are subject to two types of risk: credit risk and interest rate risk. Credit risk refers to the possibility that the issuer of a security will be unable to make interest payments and repay the principal on its debt. Interest rate risk refers to fluctuations in the value of a debt security resulting from changes in the general level of interest rates. When the general level of interest rates goes up, the prices of most debt securities go down. When the general level of interest rates goes down, the prices of most debt securities go up.


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FOREIGN SECURITIES

 

 

 

Definition

 

Foreign securities are securities issued by foreign companies, traded in foreign currencies or issued by companies with most of their business interests in foreign countries.

Risk

 

Foreign investing involves greater risks than investing in U.S. securities. These risks include: exchange rate fluctuations and exchange controls; less publicly available information; more volatile or less liquid securities markets; and the possibility of arbitrary action by foreign governments, including the takeover of property without adequate compensation or imposition of prohibitive taxation, or political, economic or social instability. Foreign accounting can be different—and less revealing—than American accounting practice. There is generally less information available regarding foreign issuers than U.S. issuers, and foreign regulation of stock exchanges may be inadequate or irregular. Foreign securities also may have varying tax consequences (see the section entitled “Taxes” in the SAI).

 

 

Some of these risks may be reduced when the Fund invests indirectly in foreign issues through American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), American Depositary Shares (ADSs), Global Depositary Shares (GDSs), and other securities which are traded on larger, recognized exchanges and in stronger, more recognized currencies.

 

 

Russia: The Fund will invest only in those Russian companies whose registrars have contracted to allow the Fund’s Russian sub-custodian to inspect share registers and to obtain extracts of share registers through regular audits. These procedures may reduce the risk of loss, but there can be no assurance that they will be effective.


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PRINCIPAL RISKS (continued)


INDUSTRY CONCENTRATION RISK

 

 

 

Definition

 

As part of its investment strategy, the Fund may invest a substantial portion of its assets in securities of companies in a particular industry.

Risk

 

For example, one of the Sub-Adviser’s strategies focuses on health care stocks. The health care industry is subject to regulatory action by a number of private and governmental agencies, including federal, state and local governmental agencies. A major source of revenues for the health care industry is payments from Medicare and Medicaid programs. As a result, the industry is sensitive to legislative changes and reductions in governmental spending for such programs. Numerous other factors may also affect the industry, such as general and local economic conditions, demand for services, expenses (including malpractice insurance premiums) and competition among health care providers. As such, the securities of companies in the industry may exhibit greater price volatility than those of companies in other industries.

INVESTMENTS IN UNDERLYING FUNDS

 

 

 

Definition

 

The performance and risks of the Fund will directly correspond to the performance and risks of the Underlying Funds in which it invests and the securities held by the Underlying Funds.

Risk

 

To the extent that the Fund invests more of its assets in one Underlying Fund than another, the Fund will have greater exposure to the risks of that Underlying Fund. The Underlying Funds will not necessarily make consistent investment decisions. One Underlying Fund may buy the same security that another Underlying Fund is selling. The Fund would indirectly bear the costs of both trades. Because the Fund indirectly pays a portion of the expenses incurred by the Underlying Funds, an investment in the Fund entails more direct and indirect expenses than a direct investment in the Underlying Funds. As the Fund’s allocations among the Underlying Funds change from time to time, or to the extent that the expense ratios of the Underlying Funds change, the average operating expenses borne by the Fund may increase or decrease.


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LOW RATED FIXED-INCOME SECURITIES
(“JUNK BONDS”)

 

 

 

Definition

 

Low rated fixed income securities include debt securities, foreign and domestic, rated “below investment grade” by ratings services as well as non-rated fixed income securities.

Risk

 

These securities are also called “junk bonds.” In the market, they can behave somewhat like stocks, with prices that can swing widely in response to the health of their issuers and to changes in interest rates. They also bear the risk of untimely payment. By definition, they involve more risk of default than do higher- rated issues.

 

 

Additionally, evaluating credit risk for non-U.S. debt securities involves greater uncertainty because credit rating agencies throughout the world have different standards, making comparisons across countries difficult. The market for international, non-investment grade debt securities is thinner and less active than that for higher-rated securities, which can adversely affect the prices at which securities are sold. In addition, adverse publicity and investor perceptions about international, non-investment grade debt securities, whether or not based on fundamental analysis, may be a contributing factor in a decrease in the value and liquidity of such securities.


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PRINCIPAL RISKS (continued)


MULTIPLE INVESTMENT SUB-ADVISERS

 

 

 

Definition

 

A “Sub-Adviser” is defined above.

Risk

 

The Sub-Advisers make their trading decisions independently, and, as a result, it is possible that one or more Sub-Advisers may take positions in the same security or purchase/sell the same security at the same time without aggregating their transactions. This may cause unnecessary brokerage and other expenses to the Fund. Each Sub-Adviser uses a particular style or set of styles to select investments for the Fund. Those styles may be out of favor or may not produce the best results over the investment time periods. In addition, Sub-Advisers may base their investment decisions on analyses of historic relationships, correlations, assumptions, relative values or the occurrence of certain events that may be disrupted, fail to exist or materialize or affected by factors or events that the Sub-Adviser failed to consider or anticipate. Investment strategies and Sub-Advisers whose performance has historically been non-correlated or demonstrated low correlations to one another or to major world financial market indices may become correlated at certain times, such as during a liquidity crisis in global financial markets. Under these circumstances, absolute return and hedging strategies may cease to function as anticipated.

NON-DIVERSIFICATION RISK

 

 

 

Definition

 

Non-diversified funds may invest in fewer assets or in larger proportions of the assets of single companies or industries.

Risk

 

Greater concentration of investments in non-diversified funds may make those funds more volatile than diversified funds. A decline in the value of those investments would cause the Fund’s overall value to decline to a greater degree.


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OPTIONS

 

 

 

Definition

 

The Fund may purchase and sell (write), for hedging and other purposes (such as creating synthetic positions) call and put options on domestic and foreign securities, foreign currencies, stock and bond indices, financial futures contracts, commodity futures contracts and other investments.

Risk

 

The Fund may invest in options which are either listed on a domestic securities exchange or traded on a recognized foreign exchange. In addition, the Fund may purchase or sell over-the-counter options for dealers or banks to hedge securities or currencies as approved by the Board of Trustees. In general, exchange traded options are third party contracts with standardized prices and expiration dates. Over-the-counter options are two party contracts with price and terms negotiated by the buyer and seller, are generally considered illiquid, and will be subject to the limitation on investments in illiquid securities.

    The Fund may sell (write) covered call or put options. An options transaction involves the writer of the option, upon receipt of a premium, giving the right to sell (call option) or buy (put option) an underlying asset at an agreed-upon exercise price. The holder of the option has the right to purchase (call option) or sell (put option) the underlying asset at the exercise price. If the option is not exercised or sold, it becomes worthless at its expiration date and the premium payment is lost to the option holder. As the writer of an option, the Fund keeps the premium whether or not the option is exercised. When the Fund sells a covered call option, which is a call option with respect to which the Fund owns the underlying assets, the Fund may lose the opportunity to realize appreciation in the market price of the underlying asset, or may have to hold the underlying asset, which might otherwise have been sold to protect against depreciation. A covered put option written by the Fund exposes it during the term of the option to a decline in the price of the underlying asset. A put option sold by the Fund is covered when, among other things, cash or short-term liquid securities are placed in a segregated account to fulfill the obligations undertaken. Covering a put

21


PRINCIPAL RISKS (continued)


 

 

 

 

 

option sold does not reduce the risk of loss. In addition, the use of options involves the risk that a loss may be sustained as a result of the failure of the writer of the option contract to sell or buy the underlying as agreed.

PORTFOLIO TURNOVER

 

 

 

Definition

 

The Fund may engage in active and frequent trading of its portfolio securities.

Risk

 

A portfolio turnover rate of 200%, for example, is equivalent to the Fund buying and selling all of its securities two times during the course of the year. A high portfolio turnover rate (over 100%) could result in high brokerage costs.

SHORT SALES

 

 

 

Definition

 

In a short sale, the Fund borrows an equity security from a broker, and then sells it.

Risk

 

If the value of the security goes down, the Fund can buy it back in the market and return it to the broker, making a profit. The Fund may also “short-against-the-box”, which is a short sale of a security that the Fund owns, for tax or other purposes. If the value of the security goes up, then if the Fund does not hold this security, the Fund will have to buy it back in the market at a loss to make good on its borrowing. Because there is theoretically no limit to the amount of the increase in price of the borrowed security, the Fund’s risk of loss on a short sale is potentially unlimited. The Fund is required to “cover” its short sales with collateral by depositing cash, U.S. government securities or other liquid high-quality securities in a segregated account. The total value of the assets deposited as collateral will not exceed 50% of the Fund’s net assets.


22



SWAP AGREEMENTS

 

 

 

Definition

 

Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than a year. In a standard swap transaction, two parties agree to exchange the returns earned on specific assets, such as the return on, or increase in value of, a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a “basket” of securities representing a particular index. The Fund calculates it obligations under the swap on the net amount to be paid or received based on the relative values of the positions held by each party. Swaps do not involve the delivery of securities, other underlying assets or principal.

Risk

 

Accordingly, the risk of loss with respect to swaps is limited to the net amount of payments that the Fund is contractually obligated to make. Currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency. Therefore, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. If there is a default by the counterparty, the Fund may have contractual remedies pursuant to the agreements related to the transaction. A swap contract may not be assigned without the consent of the counter-party, and may result in losses in the event of a default or bankruptcy of the counterparty.

OTHER RISKS

 

 

 

 

 

The performance of the Fund also will depend on whether or not the Adviser is successful in applying the Fund’s investment strategies. The Fund is also subject to other risks from its permissible investments. For more information about these risks, see the “Additional Investment Strategies” section.


23


FUND PERFORMANCE


As the Fund has less than one calendar year of operating history, there is no performance information available at this time.

PAST PERFORMANCE OF A SIMILARLY MANAGED FUND

Van Eck Worldwide Multi-Manager Alternatives Fund, formerly known as Worldwide Absolute Return Fund, (“Worldwide Multi-Manager Alternatives Fund”) is a mutual fund with the same investment objective as the Fund that is managed by the Adviser using investment policies and strategies substantially similar, although not necessarily identical, to those of the Fund. The performance information below compares the performance of Initial Class shares of Worldwide Multi-Manager Alternatives Fund to the performance of relevant broad-based market indices. Unlike the Fund, Worldwide Multi-Manager Alternatives Fund is offered only as an investment option for variable life and variable annuity insurance contracts. Although the Fund is managed in a manner substantially similar to that of Worldwide Multi-Manager Alternatives Fund, the performance of the Fund can be expected to differ from the performance of the Worldwide Multi-Manager Alternatives Fund because of, among other things, differences in their cash flows, fees and expenses (including sales loads and similar charges), portfolio sizes, positions in specific securities and positions with Sub-Advisers.

The performance presented below reflects the impact of the total operating expenses of Worldwide Multi-Manager Alternatives Fund, which may differ from the total operating expenses of the Fund. For the fiscal year ended December 31, 2008, the Initial Class shares of Worldwide Multi-Manager Alternatives Fund had a total annual operating expense ratio (net of any fee waivers and expense reimbursements by the Adviser, and excluding the fees and expenses incurred indirectly through investments in other mutual funds) of 3.38%. The performance figures for Worldwide Multi-Manager Alternatives Fund assume the reinvestment of all distributions, but do not reflect the deduction of any fees or charges that are imposed by insurance companies in connection with the sale of variable contracts. If the insurance fees or charges were included, the performance results would be lower. Unlike the Fund, shares of Worldwide Multi-Manager Alternatives Fund are not subject to a sales load.

Worldwide Multi-Manager Alternatives Fund is managed by the same management team of the Adviser that manages the Fund and Multi-Manager Alternatives Fund has retained substantially the same Sub-Advisers as the Fund. During the performance period identified below, the number and types of investment strategies pursued by the Worldwide Multi-Manager


24



Alternatives Fund (and the number and identity of the sub-advisers utilized to implement such strategies) was constrained by the size of such fund and the minimum investment requirements of its sub-advisers. In addition, the specific sub-advisers utilized from time to time by Worldwide Multi-Manager Alternatives Fund to implement its investment strategies have changed during the performance period identified below.

The performance information presented does not represent the Fund’s performance and should not be considered a substitute for the Fund’s performance or a prediction of future performance of the Fund. The Fund’s performance may be higher or lower than the performance of the Worldwide Multi-Manager Alternatives Fund.

The following chart shows the average annual total returns of the Worldwide Multi-Manager Alternatives Fund for the stated periods ended December 31, 2008:

 

 

 

 

 

 

 

Worldwide Multi-Manager Alternatives Fund

Average Annual Total Returns

 

 

 

 

As of December 31, 2008

 

 

 

 

 

 

 

 

1 Year

 

5 Year

 

Life of Fund

Initial Class 1

 

 

 

 

 

 

Return Before Taxes

 

 

 

-13.26

%

 

 

 

 

-0.37

%

 

 

 

 

-0.29

%

 

Citigroup Three-Month U.S. Treasury Bill Index (reflects no deductions for fees, expenses or taxes) 2

 

 

 

1.80

%

 

 

 

 

3.10

%

 

 

 

 

2.85

%

 

HFRX Global Hedge Fund Index (reflects no deductions for fees, expenses or taxes) 3

 

 

 

-23.25

%

 

 

 

 

-1.61

%

 

 

 

 

0.04

%

 

S&P 500 (reflects no deductions for fees, expenses or taxes) 4

 

 

 

-36.99

%

 

 

 

 

-2.19

%

 

 

 

 

1.67

%

 

 

1

 

 

 

Initial Class Inception Date: 5/1/03; (index return calculated from 4/30/03).

 

2

 

 

 

The Citigroup Three-Month U.S. Treasury Bill Index measures monthly return equivalents of yield averages that are not marked to market. The Index represents an average of the last three-month Treasury Bill issues, and returns are calculated on a monthly basis.

 

3

 

 

 

The HFRX Global Hedge Fund Index is designed to be representative of the overall composition of the hedge fund universe. It is comprised of eight strategies: convertible arbitrage, distressed securities, equity hedge, equity market neutral, event driven, macro, merger arbitrage, and relative value arbitrage. The strategies are asset weighted based on the distribution of assets in the hedge fund industry.


25


FUND PERFORMANCE (continued)


 

4

 

 

 

The S&P 500 Index consists of 500 widely held common stocks, covering four broad sectors (industry, utilities, financials and transportation). It is a market value-weighted index (stock price times shares outstanding), with each stock affecting the Index in proportion to its market value.

 

 

 

 

 

The Citigroup Three-Month U.S. Treasury Bill Index, the HFRX Global Hedge Fund Index and the S&P 500 Index are unmanaged indices and include the reinvestment of all dividends, but do not reflect the deduction of fees, expenses or taxes that are associated with an investment in the Fund. The indices’ performance is not illustrative of the Fund’s performance. Indices are not securities in which investments can be made.


26


FUND EXPENSES


This table shows certain expenses you may incur as an investor in the Fund, either directly or indirectly.

 

 

 

Multi-Manager Alternatives Fund

Shareholder Expenses

 

 

(fees paid directly from your investment)

 

 

 

 

Class A

Maximum Sales Charge (imposed on purchases as a percentage of offering price)

 

 

 

5.75

%

 

Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the net asset value or purchase price)

 

 

 

0.00

%

 

Annual Fund Operating Expenses (Expenses that are deducted from Fund assets)

 

 

Management Fees 1

 

 

 

1.60

%

 

Distribution and/or Service (12b-1) Fees

 

 

 

0.25

%

 

Other Expenses 2

 

 

 

1.50

%

 

Acquired fees and expenses (AFFE) 3

 

 

 

0.18

%

 

Total Annual Fund Operating Expenses 3

 

 

 

3.53

%

 

Fees/Expenses Waived or Reimbursed 4,5

 

 

 

0.40

%

 

Net Annual Fund Operating Expenses (including AFFE) 3,4,5,6

 

 

 

3.13

%

 

 

1

 

 

 

Pursuant to the Investment Advisory Agreement (“Advisory Agreement”), the Fund pays the Adviser a monthly fee at an annual rate of: (i) 1.00% of the Fund’s average daily net assets that are managed by the Adviser, and not by a Sub-Adviser, and that are invested in Underlying Funds; and (ii) 1.60% of the Fund’s average daily net assets with respect to all other assets of the Fund.

 

2

 

 

 

“Other Expenses” are based on estimated amounts for the current fiscal year and include dividends on securities sold short.

 

3

 

 

 

“Acquired fund fees and expenses” reflect the estimated amount of the fees and expenses incurred indirectly by the Fund through its investments in Underlying Funds.

 

4

 

 

 

The Adviser has contractually agreed to waive fees and reimburse certain operating expenses (excluding interest, dividends paid on securities sold short, taxes and extraordinary expenses) to the extent Total Annual Fund Operating Expenses exceed 1.85% of average daily net assets at least until April 30, 2010. The agreement to limit the Total Annual Fund Operating Expenses is limited to the Fund’s direct operating expenses and, therefore, does not apply to AFFE, which are indirect expenses incurred by the Fund through its investments in Underlying Funds. To minimize the duplication of fees, the Adviser has agreed to waive the management fee it charges to the Fund by any amount it collects as a management fee from an Underlying Fund managed by the Adviser, as a result of an investment of the Fund’s assets in such Underlying Fund.


27


FUND EXPENSES (continued)


 

5

 

 

 

The Fund indirectly pays a portion of the expenses incurred by the Underlying Funds. Acquired (Underlying) Fund Fees and Expenses is an estimated annualized expense ratio of the Underlying Funds, based upon the allocation of the Fund’s assets among the Underlying Funds at fiscal year end and the historical expense ratio of the Underlying Funds based upon their most recent fiscal period, which are stated on a net basis. The actual indirect expenses incurred by a shareholder will vary based upon the Fund’s actual allocation of its assets among the Underlying Funds and the actual expenses of the Underlying Funds. Certain of the Underlying Funds have agreed to expense limitations that may be in effect for varying periods.

 

6

 

 

 

Excluding dividends paid on securities sold short expense and AFFE, the Total Net Annual Fund Operating Expenses would be 1.85%.

The following table is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same, except for the first year which reflects the fee waiver/reimbursement undertaken by the Adviser. The illustration is hypothetical. Although your actual expenses may be higher or lower, based on these assumptions your costs would be:

 

 

 

 

 

 

 

Expense Example

 

 

1 Year

 

3 Year

 

 

Class A

 

 

$

 

873

   

 

$

 

1,561

   

 

You would pay the following expenses if you did not redeem your shares

 

 

 

 

 

 

Class A

 

 

$

 

873

   

 

$

 

1,561

   

 

FUND EXPENSES

The Fund bears all expenses of its own operations, other than those incurred by the Adviser or its affiliate under its Advisory Agreement with the Trust on behalf of the Fund. The Adviser may, from time to time, waive the management fee and/or agree to pay some or all expenses of the Fund. This has the effect of increasing the yield and total return of the Fund. The fees of the Sub-Advisers are paid by the Adviser. For a more complete description of Fund expenses, please see the SAI.


28


II. ADDITIONAL INVESTMENT STRATEGIES


 

 

OTHER INVESTMENTS, INVESTMENT POLICIES, INVESTMENT TECHNIQUES AND RISKS.

 

ASSET-BACKED SECURITIES

 

 

 

Definition

 

Asset-backed securities represent securitized pools of consumer loans and other assets unrelated to mortgages.

Risk

 

Asset-backed securities are subject to the risks associated with other debt securities. The asset backing the security may lose value, thereby making the security less secured. In addition, they are subject to the risk of prepayment, which is the possibility that the principal on the underlying loans may be paid earlier than expected, requiring the Fund to reinvest the proceeds at generally lower interest rates. Generally, prepayments will increase during a period of falling interest rates and decrease during a period of rising interest rates. The rate of prepayments also may be influenced by economic and other factors. Rates of prepayment that are faster or slower than expected by the Adviser could reduce the Fund’s yield, increase the volatility of the Fund and/or cause a decline in net asset value.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOs)

 

 

 

Definition

 

These securities are backed by a group of mortgages. CMOs are fixed-income securities, rated by agencies like other fixed-income securities.

Risk

 

CMOs are subject to the risks associated with other debt securities. In addition, like other asset-backed securities, CMOs are subject to the risk of prepayment. Please refer to the “asset-backed securities” section above for other risks. The asset backing the security may lose value, thereby making the security less secured. Issuers of CMOs may support interest and principal payments with insurance or guarantees. The Fund may buy uninsured or non-guaranteed CMOs equal in creditworthiness to insured or guaranteed CMOs.


29


II. ADDITIONAL INVESTMENT STRATEGIES (continued)


FOREIGN CURRENCY TRANSACTIONS

 

 

 

Definition

 

The money issued by foreign governments; the contracts involved in buying and selling foreign money in order to buy and sell foreign securities denominated in that money.

Risk

 

Foreign currencies shift in value against U.S. currency. These relative price swings can make the return on an investment go up or down, entirely apart from the quality or performance of the investment itself. The Fund enters into various hedging contracts to buy and sell foreign currency, including futures contracts (see “Derivative Securities and Structured Notes”, page 13).

INDEXED COMMERCIAL PAPER

 

 

 

Definition

 

For hedging purposes only, the Fund may invest in commercial paper with the principal amount indexed to the difference, up or down, in value between two foreign currencies. The Fund segregates asset accounts with an equivalent amount of cash, U.S. government securities or other highly liquid securities equal in value to this commercial paper.

Risk

 

Principal may be lost, but the potential for gains in principal and interest may help the Fund cushion against the potential decline of the U.S. dollar value of foreign-denominated investments. At the same time, this commercial paper provides an attractive money market rate of return.

LACK OF RELIABLE FINANCIAL INFORMATION

 

 

 

Definition

 

Emerging markets securities issuers are subject to different disclosure requirements than those of issuers in developed countries.

Risk

 

There may not be available reliable financial information which has been prepared and audited in accordance with U.S. or Western European generally accepted accounting principles and auditing standards.


30



LOANS OF PORTFOLIO SECURITIES

 

 

 

Definition

 

The Fund may lend its securities as permitted under the 1940 Act, including by participating in securities lending programs managed by broker-dealers. Broker-dealers must collateralize (secure) these borrowings in full with cash, U.S. government securities or high-quality letters of credit.

Risk

 

If a broker-dealer breaches its agreement either to pay for the loan, to pay for the securities or to return the securities, the Fund may lose money.

MARKET RISK

 

 

 

Definition

 

Market risk is a risk common to the entire class of assets. An investment in the Fund involves “Market Risk”—the risk that securities prices may go up or down. The value of investments may decline over time because of economic changes or other events that impact large portions of the market.

Risk

 

Markets tend to run in cycles with periods when prices generally go up, known as “bull” markets, and periods when stock prices generally go down, referred to as “bear” markets. Stock prices may decline over short or even extended periods not only because of company-specific developments but also due to an economic downturn, a change in interest rates or a change in investor sentiment. Similarly, bond prices fluctuate in value with changes in interest rates, the economy and in the case of corporate bonds, the financial conditions of companies that issue them. In general, bonds decline in value when interest rates rise. While stocks and bonds may react differently to economic events, there are times when stocks and bonds both may decline in value simultaneously.


31


ADDITIONAL INVESTMENT STRATEGIES (continued)


MARKET TIMING OF THE FUND

 

 

 

Definition

 

An attempt to predict future market directions, typically by examining recent price, volume or economic data, and investing based on those predictions.

Risk

 

Although the Adviser uses reasonable efforts to deter short-term trading that may be harmful to a Fund, commonly referred to as “market timing,” the Adviser can give no guarantees that it will be able to detect or prevent shareholders from engaging in short-term trading. If the Adviser is unable to detect and prevent harmful short-term trading, the Fund may incur additional expenses, the Fund’s portfolio management process may be disrupted and long-term shareholders may be disadvantaged.

PARTLY PAID SECURITIES

 

 

 

Definition

 

Securities paid for on an installment basis. A partly paid security trades net of outstanding installment payments—the buyer “takes over payments.”

Risk

 

The buyer’s rights are typically restricted until the security is fully paid. If the value of a partly-paid security declines before the Fund finishes paying for it, the Fund will still owe the payments, but may find it hard to sell and as a result will incur a loss.

REPURCHASE AGREEMENTS

 

 

 

Definition

 

In a repurchase agreement (a “repo”), the Fund acquires a security for a short time while agreeing to sell it back at a designated price and time. The agreement creates a fixed rate of return not subject to market fluctuations. The Fund enters into these agreements generally with member banks of the Federal Reserve System or certain non-bank dealers; these counterparties collateralize the transaction.

Risk

 

There is a risk of a counterparty defaulting on a “repo,” which may result in the Fund losing money.


32



SMALL AND MEDIUM CAPITALIZATION COMPANIES

 

 

 

Definition

 

Companies with a market capitalization below that of the top 200 companies by market capitalization principally traded in the U.S. These companies may have limited product lines, markets or financial resources or depend upon a few key employees.

Risk

 

Investments in securities of small and medium-sized companies involve greater risk than is customarily associated with investing in more established companies. These companies’ stocks may be more volatile and less liquid than the stocks of more established companies. These stocks may have returns that vary, sometimes significantly, from the overall stock market.

WHEN-ISSUED DEBT SECURITIES

 

 

 

Definition

 

Debt securities that trade before issuance, but are delivered and paid for some time on or after issuance.

Risk

 

Principal and interest of a when-issued security may vary during the period between purchase and delivery so that its value, when the Fund takes possession of it, may be different than when the Fund committed to buy it. The Fund will maintain reserves of cash, U.S. government securities or other liquid high quality securities in a segregated account to offset purchases of when-issued securities.


33


ADDITIONAL INVESTMENT STRATEGIES (continued)


PORTFOLIO HOLDINGS INFORMATION

Generally, it is the Fund’s and Adviser’s policy that no current or potential investor, including any Fund shareholder, shall be provided information about the Fund’s portfolio on a preferential basis in advance of the provision of that information to other investors. A complete description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s SAI.

Limited portfolio holdings information for the Fund is available to all investors on the Van Eck website at www.vaneck.com. This information regarding the Fund’s top holdings and country and sector weightings, updated as of each month-end, is located on this website. Generally, this information is posted to the website within 30 days of the end of the applicable month. This information generally remains available on the website until new information is posted. The Fund reserves the right to exclude any portion of these portfolio holdings from publication when deemed in the best interest of the Fund, and to discontinue the posting of portfolio holdings information at any time, without prior notice.


34


III. SHAREHOLDER INFORMATION


HOW TO BUY, SELL, EXCHANGE OR TRANSFER SHARES; HOW TO CHOOSE A CLASS OF SHARES; SALES CHARGES; HOUSEHOLDING; RETIREMENT PLANS; TAXES; DIVIDENDS AND CAPITAL GAINS AND MANAGEMENT OF THE FUND. (SEE THE SAI FOR ADDITIONAL INFORMATION).

1. HOW TO BUY, SELL, EXCHANGE OR TRANSFER SHARES

THROUGH A BROKER OR AGENT

The applicable sales charge will be the same, whether you buy indirectly through a broker or agent or directly through the transfer agent. Contact your broker or agent for details.

THROUGH THE TRANSFER AGENT, DST SYSTEMS, INC. (DST)

You may buy (purchase), sell (redeem), exchange, or transfer ownership of shares directly through DST by mail or telephone, as stated below.

The Fund’s mailing address at DST is:

Van Eck Global
P.O. Box 218407
Kansas City, MO 64121-8407

For overnight delivery:

Van Eck Global
210 W. 10th St., 8th Fl.
Kansas City, MO 64105-1802

Non-resident aliens cannot make a direct investment to establish a new account in the Fund, but may invest through their broker or agent and certain foreign financial institutions that have agreements with Van Eck.

To telephone the Fund at DST, call Van Eck’s Account Assistance at 1-800-544-4653.

PURCHASE BY MAIL

To make an initial purchase, complete the Van Eck Account Application and mail it with your check made payable to Van Eck Funds. Subsequent purchases can be made by check with the remittance stub of your account statement. You cannot make a purchase by telephone. We cannot accept third party checks, starter checks, money orders, travelers checks, cashier checks, checks drawn on a foreign bank, or checks not in U.S. Dollars. There are separate applications for Van Eck retirement accounts (see “Retirement Plans” for details). For further details, see the application or call Account Assistance.


35


SHAREHOLDER INFORMATION (continued)


TELEPHONE REDEMPTION—PROCEEDS BY CHECK 1-800-345-8506

If your account has the optional Telephone Redemption Privilege, you can redeem up to $50,000 per day. The redemption check must be payable to the registered owner(s) at the address of record (which cannot have been changed within the past 30 days). You automatically get the Telephone Redemption Privilege (for eligible accounts) unless you specifically refuse it on your Account Application, on broker/agent settlement instructions, or by written notice to DST. All accounts are eligible for the privilege except those registered in street, nominee, or corporate name and custodial accounts held by a financial institution, including Van Eck sponsored retirement plans.

EXPEDITED REDEMPTION—PROCEEDS BY WIRE 1-800-345-8506

If your account has the optional Expedited Redemption Privilege, you can redeem a minimum of $1,000 or more per day by telephone or written request with the proceeds wired to your designated bank account. This privilege must be established in advance by Application. For further details, see the Application or call Account Assistance.

WRITTEN REDEMPTIONS

Your written redemption (sale) request must include:

 

<

 

 

 

Fund and account number.

 

<

 

 

 

Number of shares or dollar amount to be redeemed, or a request to sell “all shares.”

 

<

 

 

 

Signatures of all registered account holders, exactly as those names appear on the account registration, including any additional documents concerning authority and related matters in the case of estates, trusts, guardianships, custodianships, partnerships and corporations, as requested by DST.

 

<

 

 

 

Special instructions, including bank wire information or special payee or address.

A signature guarantee for each account holder will be required if:

 

<

 

 

 

The redemption is for $50,000 or more.

 

<

 

 

 

The redemption amount is wired.

 

<

 

 

 

The redemption amount is paid to someone other than the registered owner.

 

<

 

 

 

The redemption amount is sent to an address other than the address of record.

 

<

 

 

 

The address of record has been changed within the past 30 days.

Institutions eligible to provide signature guarantees include banks, brokerages, trust companies, and some credit unions.


36



TELEPHONE EXCHANGE 1-800-345-8506

If your account has the optional Telephone Exchange Privilege, you can exchange between the Fund and shares of other series of Van Eck Funds of the same Class without any additional sales charge. (Shares originally purchased into the money market fund, which paid no sales charge, may pay an initial sales charge the first time they are exchanged into another Class A fund.)

All accounts are eligible except for those registered in street name and certain custodial retirement accounts held by a financial institution other than Van Eck. For further details regarding exchanges, please see the application, “Limits and Restrictions” and “Unauthorized Telephone Requests” below, or call Account Assistance.

WRITTEN EXCHANGES

Written requests for exchange must include:

 

<

 

 

 

The fund and account number to be exchanged out of.

 

<

 

 

 

The fund to be exchanged into.

 

<

 

 

 

Directions to exchange “all shares” or a specific number of shares or dollar amount.

 

<

 

 

 

Signatures of all registered account holders, exactly as those names appear on the account registration, including any additional documents concerning authority and related matters in the case of estates, trusts, guardianships, custodianships, partnerships and corporations, as requested by DST.

For further details regarding exchanges, please see the applicable information in “Telephone Exchange.”

CERTIFICATES

Certificates are not issued for shares of the Fund.

TRANSFER OF OWNERSHIP

Requests must be in writing and provide the same information and legal documentation necessary to redeem and establish an account, including the social security or tax identification number of the new owner.

REDEMPTIONS IN KIND

The Fund reserves the right to redeem its shares “in kind.” A description of “in kind” redemptions can be found in the SAI.


37


SHAREHOLDER INFORMATION (continued)


LIMITS AND RESTRICTIONS

Frequent Trading Policy

The Board of Trustees has adopted policies and procedures reasonably designed to deter frequent trading in shares of the Fund, commonly referred to as “market timing,” because such activities may be disruptive to the management of the Fund’s portfolio and may increase Fund expenses and negatively impact the Fund’s performance. As such, the Fund may reject a purchase or exchange transaction or restrict an account from investing in the Fund for any reason if the Adviser, in its sole discretion, believes that a shareholder is engaging in market timing activities that may be harmful to the Fund. The Fund discourages and does not accommodate frequent trading of shares by its shareholders.

The Fund invests portions of its assets in securities of foreign issuers, and consequently may be subject to an increased risk of frequent trading activities because frequent traders may take advantage of time zone differences between the foreign markets in which the Fund’s portfolio securities trade and the time as of which the Fund’s net asset value is calculated (“time-zone arbitrage”). The Fund’s investments in other types of securities may also be susceptible to frequent trading strategies. These investments include securities that are, among other things, thinly traded, traded infrequently, or relatively illiquid, which have the risk that the current market price for the securities may not accurately reflect current market values. The Fund has adopted fair valuation policies and procedures intended to reduce the Fund’s exposure to potential price arbitrage. However, there is no guarantee that the Fund’s net asset value will immediately reflect changes in market conditions.

The Fund uses a variety of techniques to monitor and detect abusive trading practices, such as monitoring purchases, redemptions and exchanges that meet certain criteria established by the Fund, and making inquiries with respect to such trades. If a transaction is rejected or an account restricted due to suspected market timing, the investor or his or her financial adviser will be notified.

With respect to trades that occur through omnibus accounts at intermediaries, such as broker-dealers and third party administrators, the Fund requires all such intermediaries to agree to cooperate in identifying and restricting market timers in accordance with the Fund’s policies and will periodically request customer trading activity in the omnibus accounts based on certain criteria established by the Fund. There is no assurance that the Fund will request such information with sufficient frequency to detect or


38



deter excessive trading or that review of such information will be sufficient to detect or deter excessive trading in omnibus accounts effectively.

Although the Fund will use reasonable efforts to prevent market timing activities in the Fund’s shares, there can be no assurances that these efforts will be successful. As some investors may use various strategies to disguise their trading practices, the Fund’s ability to detect frequent trading activities by investors that hold shares through financial intermediaries may be limited by the ability and/or willingness of such intermediaries to monitor for these activities.

For further details, contact Account Assistance.

Unauthorized Telephone Requests

Like most financial organizations, Van Eck, the Fund and DST may only be liable for losses resulting from unauthorized transactions if reasonable procedures designed to verify the caller’s identity and authority to act on the account are not followed.

If you do not want to authorize the Telephone Exchange or Redemption privilege on your eligible account, you must refuse it on the Account Application, broker/agent settlement instructions, or by written notice to DST. Van Eck, the Fund, and DST reserve the right to reject a telephone redemption, exchange, or other request without prior notice either during or after the call. For further details, contact Account Assistance.

AUTOMATIC SERVICES

Automatic Investment Plan

You may authorize DST to periodically withdraw a specified dollar amount from your bank account and buy shares in your Fund account. For further details and to request an Application, contact Account Assistance.

Automatic Exchange Plan

You may authorize DST to periodically exchange a specified dollar amount for your account from one Fund to another Fund. The Plan is available to Class A shares only. For further details and to request an Application, contact Account Assistance.

Automatic Withdrawal Plan

You may authorize DST to periodically withdraw (redeem) a specified dollar amount from your Fund account and mail a check to you for the proceeds. Your Fund account must be valued at $10,000 or more at the current offering price to establish the Plan. The Plan is available to Class A shares


39


SHAREHOLDER INFORMATION (continued)


only. For further details and to request an Application, contact Account Assistance.

MINIMUM PURCHASE

An initial purchase of $5,000 and subsequent purchases of $100 or more are required for non-retirement accounts. There are no purchase minimums for any retirement or pension plan account, for any account using the Automatic Investment Plan, or for any other periodic purchase program. Minimums may be waived for initial and subsequent purchases through “wrap fee” and similar programs offered without a sales charge by certain financial institutions and third-party recordkeepers and/or administrators.

ACCOUNT VALUE AND REDEMPTION

If the value of your account falls below $5,000 after the initial purchase, the Fund reserves the right to redeem your shares after 30 days notice to you. This does not apply to accounts exempt from purchase minimums as described above.

HOW FUND SHARES ARE PRICED

The Fund buys or sells its shares at its net asset value, or NAV, per share next determined after receipt of a purchase or redemption plus any applicable sales charge. The Fund calculates its NAV every day the New York Stock Exchange (NYSE) is open, as of the close of regular trading on the NYSE, which is normally 4:00 p.m. Eastern Time.

You may enter a buy or sell order when the NYSE is closed for weekends or holidays. If that happens, your price will be the NAV calculated as of the close of the next regular trading session of the NYSE. The Fund may invest in certain securities which are listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares. As a result, the NAV of the Fund’s shares may change on days when shareholders will not be able to purchase or redeem shares.

The Fund’s investments are generally valued based on market quotations. When market quotations are not readily available for a portfolio security, or in the opinion of the Adviser do not reflect the security’s fair value, the Fund will use the security’s “fair value” as determined in good faith in accordance with the Funds’ Fair Value Pricing Procedures, which have been approved by the Board of Trustees. As a general principle, the current fair value of a security is the amount which the Fund might reasonably expect to receive for the security upon its current sale. The Fund’s Pricing Committee, whose members are selected by the senior management of the Adviser, is responsible for recommending fair value procedures to the Board of


40



Trustees and for administering the process used to arrive at fair value prices.

Factors that may cause the Fund to use the fair value of a portfolio security to calculate the Fund’s NAV include, but are not limited to: (1) market quotations are not readily available because a portfolio security is not traded in a public market or the principal market in which the security trades is closed, (2) trading in a portfolio security is limited or suspended and not resumed prior to the time at which the Fund calculates its NAV, (3) the market for the relevant security is thin, or “stale” because its price doesn’t change in five consecutive business days, (4) the Adviser determines that a market quotation is inaccurate, for example, because price movements are highly volatile and cannot be verified by a reliable alternative pricing source, or (5) where a significant event affecting the value of a portfolio security is determined to have occurred between the time of the market quotation provided for a portfolio security and the time at which the Fund calculates its NAV.

In determining the fair value of securities, the Pricing Committee will consider, among other factors, the fundamental analytical data relating to the security, the nature and duration of any restrictions on disposition of the security, and the forces influencing the market in which the security is traded.

Foreign securities in which the Fund invests may be traded in markets that close before the time that the Fund calculates its NAV. Foreign securities are normally priced based upon the market quotation of such securities as of the close of their respective principal markets, as adjusted to reflect the Adviser’s determination of the impact of events, such as a significant movement in the U.S. markets occurring subsequent to the close of such markets but prior to the time at which the Fund calculates its NAV.

Certain of the Fund’s portfolio securities are valued by an outside pricing service approved by the Board of Trustees. The pricing service may utilize an automated system incorporating a model based on multiple parameters, including a security’s local closing price (in the case of foreign securities), relevant general and sector indices, currency fluctuations, and trading in depositary receipts and futures, if applicable, and/or research evaluations by its staff, in determining what it believes is the fair valuation of the portfolio securities valued by such pricing service.

There can be no assurance that the Fund could purchase or sell a portfolio security at the price used to calculate the Fund’s NAV. Because of the inherent uncertainty in fair valuations, and the various factors considered in determining value pursuant to the Fund’s fair value procedures, there can be


41


SHAREHOLDER INFORMATION (continued)


significant deviations between a fair value price at which a portfolio security is being carried and the price at which it is purchased or sold. Furthermore, changes in the fair valuation of portfolio securities may be less frequent, and of greater magnitude, than changes in the price of portfolio securities valued by an independent pricing service, or based on market quotations.

2. HOW TO CHOOSE A CLASS OF SHARES

The Fund offers two classes of shares with different sales charges and 12b-1 fee schedules, designed to provide you with different purchase options according to your investment needs. Class A shares are offered to the general public. No money market fund is available for exchange with Class I shares. Class I shares are offered only to eligible institutional investors, as specifically described in a separate prospectus.

You should review information relating to share class expenses with your financial intermediary prior to purchasing shares of the Fund.

 

<

 

 

 

CLASS A Shares are offered at net asset value plus an initial sales charge at time of purchase of up to 5.75% of the public offering price. The initial sales charge is reduced for purchases of $25,000 or more, according to the schedule below. The 12b-1 fee is 0.25% annually.

 

<

 

 

 

CLASS I Shares are offered with no sales charges on purchases, no contingent deferred redemption charge (CDRC), and no 12b-1 fee. To be eligible to purchase Class I shares, you must be either an institutional investor that is making or has made an initial investment of at least $1 million or an Employer-Sponsored Retirement Plan with plan assets of $3 million or more. For more information and further eligibility requirements on the Class I shares, please see the separate prospectus for Class I.

3. SALES CHARGES

Unless you are eligible for a waiver, the public offering price you pay when you buy Class A shares of the Fund is the Net Asset Value (NAV) of the shares plus an initial sales charge. The initial sales charge varies depending upon the size of your purchase, as set forth below. No sales charge is imposed where Class A shares are issued to you pursuant to the automatic investment of income dividends or capital gains distribution. It is the responsibility of the financial intermediary to ensure that the investor obtains the proper “breakpoint” discount.


42



 

 

 

 

 

 

 

Class A Shares Sales Charges

 

 

 

 

Sales Charge
as a Percentage of

 

 

Dollar Amount of Purchase

 

Offering
Price

 

Net Amount
Invested

 

Percentage to
Brokers or Agents
1

 

 

 

 

 

 

 

Less than $25,000

 

 

 

5.75

%

 

 

 

 

6.10

%

 

 

 

 

5.00

%

 

$25,000 to less than $50,000

 

 

 

5.00

%

 

 

 

 

5.30

%

 

 

 

 

4.25

%

 

$50,000 to less than $100,000

 

 

 

4.50

%

 

 

 

 

4.70

%

 

 

 

 

3.90

%

 

$100,000 to less than $250,000

 

 

 

3.00

%

 

 

 

 

3.10

%

 

 

 

 

2.60

%

 

$250,000 to less than $500,000

 

 

 

2.50

%

 

 

 

 

2.60

%

 

 

 

 

2.20

%

 

$500,000 to less than $1,000,000

 

 

 

2.00

%

 

 

 

 

2.00

%

 

 

 

 

1.75

%

 

$1,000,000 and over

 

 

 

None

2

 

 

 

 

 

 

1

 

 

 

Brokers or Agents who receive substantially all of the sales charge for shares they sell may be deemed to be statutory underwriters.

 

2

 

 

 

The Distributor may pay a Finder’s Fee of up to 1% to eligible brokers and agents on qualified commissionable purchases at or above the $1 Million breakpoint. For details, contact the Distributor.

REDUCED OR WAIVED SALES CHARGES

You may qualify for a reduced or waived sales charge as stated below, or under other appropriate circumstances. You (or your broker or agent) must notify DST or Van Eck at the time of each purchase or redemption whenever a reduced or waived sales charge is applicable. The term “purchase” refers to a single purchase by an individual (including spouse and children under age 21), corporation, partnership, trustee, or other fiduciary for a single trust, estate, or fiduciary account. For further details, see the SAI. The value of shares owned by an individual in Class A and C of each of the Van Eck Funds may be combined for a reduced sales charge in Class A shares only. (The Money Fund cannot be combined for a reduced sales charge in Class A shares.)

In order to obtain a reduced sales charge (i.e., breakpoint discount) or to meet an eligibility minimum, it will be necessary at the time of purchase for you to inform your broker or agent (or DST or Van Eck), of the existence of other accounts in which there are holdings eligible to be aggregated to meet the sales load breakpoints or eligibility minimums.

The Fund makes available information regarding applicable sales loads, breakpoint discounts, reduced or waived sales charges and eligibility minimums, on its website at www.vaneck.com, free of charge.


43


SHAREHOLDER INFORMATION (continued)


FOR CLASS A SHARES

Right of Accumulation

When you buy shares, the amount you purchase will be combined with the value, at current offering price, of any existing Fund shares you own. This total will determine the sales charge level for which you qualify.

Combined Purchases

The combined amount of your multiple purchases in the Fund on a single day determines the sales charge level for which you qualify.

Letter of Intent

If you plan to make purchases in the Fund within a 13 month period that total an amount equal to a reduced sales charge level, you can establish a Letter of Intent (LOI) for that amount. Under the LOI, your initial and subsequent purchases during that period receive the sales charge level applicable to that total amount. For escrow provisions and details, see the application.

Persons Affiliated with Van Eck

Trustees, officers, and full-time employees (and their families) of the Fund, Adviser or Distributor may buy without a sales charge. Also, employees (and their spouses and children under age 21) of a brokerage firm or bank that has a selling agreement with Van Eck, and other affiliates and agents, may buy without a sales charge.

Investment Advisers, Financial Planners and Bank Trust Departments

Investment advisers, financial planners and bank trust departments that meet certain requirements and are compensated by asset-based fees or similar programs offered without a sales charge may buy without a sales charge on behalf of their clients.

Foreign Financial Institutions

Certain foreign financial institutions that have international selling agreements with Van Eck may buy shares with a reduced or waived sales charge for their omnibus accounts on behalf of foreign investors. Shareholders who purchase shares through a foreign financial institution at a fixed breakpoint may pay a greater or lesser sales charge than if they purchased directly through a U.S. dealer.

Institutional Retirement Programs

Certain financial institutions and third-party recordkeepers and/or administrators who have agreements with Van Eck may buy shares without


44



a sales charge for their accounts on behalf of investors in retirement plans and deferred compensation plans other than IRAs.

Buy-back Privilege

You have the right, once a year, to reinvest proceeds of a redemption from Class A shares of the Fund into the Fund or Class A shares of another Series of the Trust within 30 days without a sales charge (excluding the money market fund). If you invest into the same Fund within 30 days before or after you redeem your shares at a loss, the “wash sale” rules apply to disallow for tax purposes a loss realized upon redemption.

4. HOUSEHOLDING OF REPORTS AND PROSPECTUSES

If more than one member of your household is a shareholder of any of the funds in the Van Eck Family of Funds, regulations allow us to deliver single copies of your shareholder reports, prospectuses and prospectus supplements to a shared address for multiple shareholders. For example, a husband and wife with separate accounts in the same fund who have the same shared address generally receive two separate envelopes containing the same report or prospectus. Under the new system, known as “householding,” only one envelope containing one copy of the same report or prospectus will be mailed to the shared address for the household. This new system will not affect the delivery of individual transaction confirmations, account statements, and annual tax information, which will continue to be mailed separately to each shareholder. You may benefit from this new system in two ways, a reduction in mail you receive and a reduction in fund expenses due to lower fund printing and mailing costs. However, if you prefer to continue to receive separate shareholder reports and prospectuses for each shareholder living in your household now or at any time in the future, please call Account Assistance at 1-800-544-4653.

5. RETIREMENT PLANS

Fund shares may be invested in tax-advantaged retirement plans sponsored by Van Eck or other financial organizations. Retirement plans sponsored by Van Eck use State Street Bank and Trust Company as custodian and must receive investments directly by check or wire using the appropriate Van Eck retirement plan application. Confirmed trades through a broker or agent cannot be accepted. To obtain applications and helpful information on Van Eck retirement plans, contact your broker or agent or Account Assistance.


45


SHAREHOLDER INFORMATION (continued)


Retirement Plans Sponsored by Van Eck:

Traditional IRA

Roth IRA

SEP IRA

Qualified (Pension and Profit Sharing) Plans

6. FEDERAL INCOME TAXES

TAXATION OF DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS YOU RECEIVE

For tax-reportable accounts, dividends and capital gains distributions are normally taxable even if they are reinvested. Certain dividends are treated as qualified dividend income, taxable at long-term capital gain rates. Other dividends and short-term capital gains are taxed as ordinary income and not as qualified dividend income. Long- term capital gains are taxed at long-term capital gain rates. Tax laws and regulations are subject to change.

TAXATION OF SHARES YOU SELL

For tax-reportable accounts, when you redeem your shares you may incur a capital gain or loss on the proceeds. The amount of gain or loss, if any, is the difference between the amount you paid for your shares (including reinvested dividends and capital gains distributions) and the amount you receive from your redemption. Be sure to keep your regular statements; they contain the information necessary to calculate the capital gain or loss.

An exchange of shares from one fund in the Van Eck family of funds to another fund will be treated as a sale and purchase of fund shares. It is therefore a taxable event.

NON-RESIDENT ALIENS

Dividends and short-term capital gains, if any, made to non-resident aliens are subject to a withholding tax (or lower tax treaty rates for certain countries). The Internal Revenue Service considers these dividends U.S. source income. Short term capital gains, if any, may be subject to withholding. Currently, the Fund is not required to withhold tax from distributions of long-term capital gains or redemption proceeds if non-resident alien status is properly certified.


46



7. DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

Dividends and capital gains distributions are generally declared and paid annually in December. See your tax adviser for details. Short-term capital gains are treated like dividends and follow that schedule. Occasionally, a dividend and/or capital gains distribution may be made outside of the normal schedule.

 

 

 

 

 

Dividends and Capital Gains Distribution Schedule

Fund

 

Dividends and
Short-Term Capital Gains

 

Distribution of
Long-Term Capital Gains

 

 

 

 

 

Multi-Manager
Alternatives Fund-A

 

December

 

December

Dividends and Capital Gains Distributions Reinvestment Plan

Dividends and/or capital gains distributions are automatically reinvested into your account without a sales charge, unless you elect a cash payment. You may elect cash payment either on your original Account Application, or by calling Account Assistance at 1-800-544-4653.

Divmove

You can have your cash dividends from a Class A Fund automatically invested in Class A shares of another series of Van Eck Funds. Cash dividends are invested on the payable date, without a sales charge. For details and an Application, call Account Assistance.


47


SHAREHOLDER INFORMATION (continued)


8. MANAGEMENT OF THE FUND


48



INFORMATION ABOUT FUND MANAGEMENT

RECENT DEVELOPMENTS

The Board of Trustees has conducted an independent investigation to determine if the Adviser or any of its affiliates engaged in improper or wrongful activity that may have caused a loss to one or more of the Van Eck Funds (the “Funds”) in connection with past market timing activities by certain investors in the Funds. The Board and the Adviser are currently working to resolve outstanding issues relating to these matters.

INVESTMENT ADVISER

Van Eck Associates Corporation, located at 335 Madison Avenue, 19th Floor, New York, NY 10017, has been an investment adviser since 1955 and also acts as adviser to private investment funds and as adviser or sub-adviser to other mutual funds, hedge funds, pension plans and other investment accounts. The Adviser performs accounting and administrative services for the Fund.

John C. van Eck and members of his immediate family own 100% of the voting stock of the Adviser. As of December 31, 2008, the Adviser’s assets under management were approximately $8.1 billion.

Fees Paid To The Adviser

Pursuant to the Advisory Agreement, the Fund pays the Adviser a monthly fee at an annual rate of: (i) 1.00% of the Fund’s average daily net assets that are managed by the Adviser, and not by a Sub-Adviser, and that are invested in Underlying Funds; and (ii) 1.60% of the Fund’s average daily net assets with respect to all other assets of the Fund.

The fee the Fund pays the Adviser is higher than fees typically paid by other mutual funds. This higher fee is attributable in part to the higher expenses and the specialized skills associated with managing alternative investment strategies associated with absolute return target objectives.

Adviser’s Investment Committee And Portfolio Managers

The investment committee of the Adviser is responsible for the day-to-day management of the Fund including portfolio construction, manager selection and monitoring of the Fund’s assets. The investment committee is comprised of the following portfolio managers: Peter Liao, Michael F. Maizer and Jan F. van Eck. Explorer advises the investment committee on Sub-Adviser and Underlying Fund selection. Following is a brief biography of each investment committee member.


49


SHAREHOLDER INFORMATION (continued)


Peter Liao
Portfolio Manager/Investment Committee Member

Hao-Hung (Peter) Liao has been employed by the Adviser since the summer of 2004. Mr. Liao attended New York University from 2000 to 2004 where he received a Bachelor of Arts majoring in mathematics and economics. Prior to Mr. Liao’s current role of portfolio manager to certain funds, Mr. Liao served as investment analyst for the Fund where his role included manager review, performance attribution, changes in manager mandates and risk management. In addition to serving as a portfolio manager for the fund, Mr. Liao serves as the portfolio manager of 17 portfolios of the Market Vectors ETF Trust and of the Worldwide Multi-Manager Alternatives Fund, a series of the Van Eck Worldwide Insurance Trust. Mr. Liao does not manage any other accounts of any type for the Adviser.

Michael F. Mazier
Portfolio Manager/Investment Committee Member

Michael F. Mazier has been employed by the Adviser since August 2007. Prior to joining the Adviser, Mr. Mazier served as a bond analyst in the Fixed Income Research department of Morgan Stanley. He was also Vice President at Merrill Lynch Global Research Department, where he covered closed-end funds. Mr. Mazier graduated from Syracuse University in 1983 with a Bachelor of Science majoring in Electrical Engineering; graduated from Villanova University in 1986 with a Master of Science in Computer Engineering; and graduated from Columbia Business School in 1990 with a Master of Business Administration.

Jan F. van Eck
Portfolio Manager/Investment Committee Member

Jan F. van Eck has been the Executive Vice President, Director and Owner of the Advisor since July 1993 (and of its predecessor since January 1985) and Co-Chief Executive Officer since March 2009. He has also held the following positions: Director of Van Eck Securities Corporation since January 1985; Executive Vice President of Van Eck Securities Corporation from June 1991 until September 1998 and additionally Chief Compliance Officer from April 2005 to August 2008; Trustee of Market Vectors ETF Trust (the “ETF Trust”) since May 2006 and President and Chief Executive Officer of the ETF Trust since March 2009; and President and Director of Van Eck Absolute Return Advisers Corporation since May 1997. From December 1995 to February 1998, he managed a joint venture with a leading domestic Chinese brokerage firm. Mr. van Eck has a J.D. from Stanford University and he graduated Phi Beta Kappa from Williams College with a major in Economics.


50



SUB-ADVISERS

Currently, the Fund has agreements with eight Sub-Advisers.

As noted above, Explorer, a Sub-Adviser to the Fund, will assist the Adviser in determining the appropriate allocation of the Fund’s assets among the Fund’s other Sub-Advisers as well as Underlying Funds, and in the Sub-Adviser selection and monitoring process. Explorer will not directly manage assets of the Fund. Explorer is located at 237 Park Avenue, Suite 900, New York, New York 10017 and as of December 31, 2008, assets under management were approximately $88 million.

In addition, the Adviser has entered into sub-advisory agreements with respect to the Fund with the following Sub-Advisers, one or more of which may be selected from time to time by the Adviser, in consultation with Explorer, to manage a portion of the Fund’s assets.

Clutterbuck Capital Management LLC (“CCM”), 200 Public Square, Suite 2910, Cleveland, Ohio 44113, is a registered investment manager. As of December 31, 2008, assets under management were approximately $70 million.

Columbus Circle Investors (“CCI”), One Station Place, Stamford, Connecticut 06902, is an institutional management firm and general partnership. As of December 31, 2008, assets under management were approximately $11 billion.

Dix Hills Partners, LLC (“Dix Hills”), 50 Jericho Quadrangle, Suite 117, Jericho, New York 11753, has a variety of interest rate anticipation strategies driven from its proprietary forecasting frameworks. As of December 31, 2008 assets under management were approximately $622 million.

Lazard Asset Management LLC (“LAM”), 30 Rockefeller Plaza, New York, New York 10112, is a subsidiary of Lazard Frères & Co., LLC, a global investment bank. As of December 31, 2008, assets under management were approximately $80 billion.

Martingale Asset Management, L.P. (“Martingale”), 222 Berkeley Street, Boston, Massachusetts 02116, formed in 1987, is owned by 12 employee-partners and Martingale Asset Management Corporation (which owns more than 25% of the partnership and serves as general partner). As of December 31, 2008, assets under management were approximately $3 billion.

PanAgora Asset Management, Inc. (“PanAgora”), 470 Atlantic Avenue, 8th Floor, Boston, Massachusetts 02110, formed in 1989, is owned by key employees, Nippon Life Insurance Company (Japan), and Putnam


51


SHAREHOLDER INFORMATION (continued)


Investments. As of December 31, 2008 assets under management were approximately $13 billion.

Tetra Capital Management LLC (“Tetra”), One International Place, Boston, Massachusetts 02110, formed in January 2003, is a registered investment adviser with the SEC. As of December 31, 2008, assets under management were approximately $33 million.

The Sub-Advisers will be engaged to manage the investments of the Fund according to the Fund’s investment objective, policies and limitations and any investment guidelines established by the Adviser and the Board of Trustees. The Adviser will pay the Sub-Advisers out of the advisory fee paid to the Adviser pursuant to the Advisory Agreement. The Fund is not responsible for the payment of the Sub-Advisory fee.

Sub-Advisers for the Fund are selected by reviewing a wide range of factors in evaluating each Sub-Adviser including, but not limited to, past investment performance during various market conditions, investment strategies and processes used, structures of portfolios and risk management procedures, reputation, experience and training of key personnel, correlation of performance results with other Sub-Advisers, assets under management and number of clients. The Adviser may, subject to the approval of the Board of Trustees, change Sub-Advisers engaged by the Adviser to conduct the investment programs of the Fund without shareholder approval, pursuant to an exemptive order granted by the SEC. Explorer will assist the Adviser in the Sub-Adviser selection and monitoring process.

A discussion regarding the basis for the Board of Trustees’ approval of the Advisory Agreement and sub-advisory agreements will be available in the Trust’s semi-annual report to shareholders for the period ended June 30, 2009.

SUB-ADVISERS’ PORTFOLIO MANAGERS

CCI

Oliver A. Marti
Managing Director/Portfolio Manager Healthcare
Columbus Circle Investors

Oliver Marti joined Columbus Circle Investors in November 1999 and is one of six managing partners. Prior to this, he was the Senior Healthcare Analyst at Pequot Capital Management. Mr. Marti previously worked as a Healthcare Equity Research Analyst at Morgan Stanley. Mr. Marti started his career on Wall Street as an Analyst in Morgan Stanley’s Investment Banking


52



Group. He graduated in three years from Brown University Summa Cum Laude with a double major in Economics and Business Management.

Andrew W. Oberwager, MD., CFA
Vice President/Co-Portfolio Manager Healthcare
Columbus Circle Investors

Andrew Oberwager joined Columbus Circle Investors in February 2002. Prior to becoming Vice President/Co-Portfolio Manager, he held the position of Senior Securities Analyst. Dr. Oberwager received his Medical Doctor degree from Harvard Medical School in 2001. He previously worked at The University of Pennsylvania’s Institute For Human Gene Therapy, conducting molecular biology laboratory research. He received his B.A. from Princeton University in 1997. Dr. Oberwager has earned the right to use the Chartered Financial Analyst designation and he is a member of the New York Society of Security Analysts.

CCM

Robert T. Clutterbuck
Portfolio Manager
Clutterbuck Capital Management LLC (Cleveland)

Robert T. Clutterbuck is the Managing Director and Founder of CCM. Mr. Clutterbuck is the Portfolio Manger for the Fund as well as CF Special Situation Fund I LP and all accounts. Mr. Clutterbuck founded CCM in March of 2006. Prior to starting CCM, he had over 30 years of experience at McDonald Investments Inc. Mr. Clutterbuck specializes in investing in distressed securities and special situation investments. Prior to assuming his roles in the Executive Office of McDonald, Mr. Clutterbuck spent his entire career in fixed income. His focus, both as a trader committing for the firm’s inventory and positions he placed in McDonald’s Long-Term Investment Account, was consistently deep value oriented. Mr. Clutterbuck was Chairman of Key Capital Partners, which provided brokerage, capital markets, insurance, investment banking and asset management expertise to business and private clients nationwide. Mr. Clutterbuck was also Chief Executive Officer of McDonald Investments Inc. and was a Senior Executive Vice President of KeyCorp. Mr. Clutterbuck worked as a summer intern at McDonald & Co. for several years while in college. He joined McDonald & Co. in the Municipal Bond Department in June 1974. In April 1977, he was named a general partner of McDonald & Co., the second youngest partner in the firm’s history. In 1982, he was named head of the Municipal Trading, Underwriting & Sales departments, a post he held until January 1994. In January 1994, Mr. Clutterbuck was named Chief Financial Officer and Executive Managing Director of McDonald & Co. Securities, Inc. and


53


SHAREHOLDER INFORMATION (continued)


Treasurer of McDonald & Co. Investments, Inc. In August 1995, he was named President and Chief Operating Officer of McDonald & Co. Securities, Inc. In October 2000, Mr. Clutterbuck was named Chairman and Chief Executive Officer of Key Capital Partners and Chief Executive Officer of McDonald Investments Inc. In the fall of 2003, Mr. Clutterbuck began managing special situation investments for high net worth individuals and institutions.

In the spring of 2006, Mr. Clutterbuck founded Clutterbuck Funds LLC. Mr. Clutterbuck earned his bachelor’s degree from Ohio Wesleyan University in 1972, where he was in Phi Beta Kappa. He graduated from the Wharton School, University of Pennsylvania in 1974 with an MBA.

Ryan R. Crane
Portfolio Manager
Clutterbuck Capital Management LLC (Cleveland)

Ryan R. Crane has been with CCM since inception. Mr. Crane is a Portfolio Manager for the Fund as well as CF Special Situation Fund I LP and all accounts. Mr. Crane’s focus and responsibilities include identifying unique investment and trading opportunities, research analysis and trading positions in the portfolio. Along with Mr. Clutterbuck, Mr. Crane is in charge of managing the portfolio on a day to day basis and overseeing all current and prospective investments for the Fund and all managed accounts. Prior to joining CCM he worked for McDonald Investments managing individual accounts. Prior to McDonald he worked at Stonehenge Capital where he was responsible for identifying, analyzing and monitoring various private equity and debt investments. Prior to Stonehenge, Mr. Crane worked in the Corporate Finance Group at JP Morgan where he participated in financial restructurings, mergers and acquisitions and debt and equity investments. Mr. Crane graduated cum laude from Miami University in Ohio in 1999.

Robert C. Clutterbuck
Portfolio Manager
Clutterbuck Capital Management LLC (Cleveland)

Robert C. Clutterbuck has been with CCM since inception. Mr. Clutterbuck is a Portfolio Manager for the Fund as well as CF Special Situation Fund I LP and all accounts. Mr. Clutterbuck’s focus and responsibilities include identifying unique investment and trading opportunities, research analysis and trading positions in the portfolio. Along with Mr. Crane, Mr. Clutterbuck is in charge of managing the portfolio on a day to day basis and overseeing all current and prospective investments for the Fund and all accounts. Prior to joining CCM he worked for McDonald Investments managing individual accounts. Prior to McDonald he worked in New York with Lazard Freres in


54



the Corporate Finance Group. At Lazard, Mr. Clutterbuck participated in the structuring of debt and equity capital investments, mergers and acquisitions and financial restructurings. Mr. Clutterbuck graduated cum laude from Miami University in Ohio in 2002.

Dix Hills

Joseph Baggett, CFA
Portfolio Manager and Managing Member
Dix Hills Partners, LLC

Joseph Baggett is a founder and Senior Portfolio Manager for Dix Hills Partners, LLC and its affiliate management company, Dix Hills Associates, LLC. Until his departure in January 2003, Mr. Baggett served as Executive Director, Quantitative Investments Group, UBS Global Asset Management in New York. At UBS, Mr. Baggett was senior portfolio manager/research analyst for the quantitatively driven investment strategy group that managed over $6 billion in assets. Mr. Baggett served as Model Developer and Portfolio Manager for Quantitative Fixed Income Strategies and the Quantitative Allocation, LLC (“Q.A.”). Additionally, Mr. Baggett was also a member of the Portfolio Management Team for UBS Tactical Allocation Fund, a $3 billion, fully flexible mutual fund that allocated between stocks (S&P 500), bonds (intermediate-term Treasury notes) and cash on the basis of a quantitatively-driven market valuation model. He has extensive experience in other traditional quantitative disciplines as well, including portfolio optimization, indexation, stock selection models, performance attribution/analysis, risk management and securities and derivatives trading. At UBS, he was also actively involved in marketing these products to institutional and individual prospects. Prior to UBS Asset Management, Mr. Baggett worked as an Economist at PaineWebber, Inc., part of a three-person unit that produced the firm’s U.S. economic growth, inflation and interest rate outlooks. Prior to PaineWebber, Mr. Baggett worked at the Federal Reserve Bank of New York as an Assistant Economist, Domestic Financial Markets Division. Mr. Baggett holds a B.A. in Economics from Columbia University (1989 Summa Cum Laude, Phi Beta Kappa). He also attended the University Of Chicago Graduate School Of Business, completing the first year of a two year M.B.A. program with a 4.0 G.P.A (He did not complete his second year as he accepted a position at PaineWebber’s Asset Management division during his summer internship).


55


SHAREHOLDER INFORMATION (continued)


Explorer

Stephen H. Scott
CIO, Founder
Explorer Alternative Management, LLC

Stephen H. Scott, Jr. is responsible for all day-to-day management duties, including performing research, due diligence and asset allocation, selecting underlying trading advisers for the master fund’s managed accounts, monitoring the managed accounts and managing the Investment Manager’s staff. In 1995, Mr. Scott was a founding member of the general partner of the Pinnacle Fund, a multi-manager investment limited partnership. Subsequent to the acquisition of Pinnacle, Mr. Scott formed Highlander Partners LLC in 1998 and served as the managing general partner of The Highlander Fund and The Highlander Opportunity Fund LP. Mr. Scott entered the securities industry with member firm trading partnerships on the American Stock Exchange. In 1992, he joined Merrill Lynch & Co. as a registered investment adviser. Mr. Scott earned a Bachelor of Science degree in Administration from The University of Florida.

Seth P. Platt
CFO, Founder
Explorer Alternative Management, LLC

Seth Platt oversees the operations and marketing activities of Explorer. Mr. Platt oversees interactions between Explorer and its service providers. Mr. Platt is also responsible for managing external reporting by the administrator. Prior to joining Explorer, Mr. Platt served as Chief Financial Officer, Director of Marketing and Client Services, and Director of Private Equity for Circle T Partners from May 2000 to January 2006. Prior to joining Circle T Partners, Mr. Platt worked from 1999 to April 2000 at MMJ Investments and Ramius Capital Group. Prior to that, Mr. Platt worked for Montgomery Securities in 1997 as an analyst in the investment banking division. Mr. Platt earned a Bachelor of Arts degree in Psychology from Emory University in 1997.

LAM

David Cleary, CFA
Managing Director, Portfolio Manager
Lazard Asset Management LLC (New York)

David R. Cleary is a Managing Director of LAM and is currently responsible for the management of the Lazard Capital Allocator Series (“LCAS”). The LCAS is a global tactical asset allocation investment product, which implements portfolio themes primarily through index and index-like investment vehicles, such as ETFs. Mr. Cleary works on asset allocation


56



modeling and total portfolio risk management and sits on the LCAS Investment Advisory Board. Previously, he spent nine years as a Fixed Income Senior Portfolio Manager at Lazard with a focus on risk control, sector allocation and total portfolio management. Mr. Cleary began working in the investment field in 1987. Prior to joining Lazard in 1994, Mr. Cleary worked as a Portfolio Manager with Union Bank of Switzerland and an Assistant Treasurer with IBJ Schroeder, both primarily in fixed income asset management. He has a BS from Cornell University. Mr. Cleary is a member of the New York Society of Security Analysts (NYSSA) as well as the CFA Institute.

Christopher Komosa, CFA
Senior Vice President, Portfolio Manager/Analyst
Lazard Asset Management LLC (New York)

Christopher Komosa is a Senior Vice President of LAM and a Portfolio Manager/Analyst on the LCAS team and a member of the LCAS Investment Advisory Board. He began working in the investment field in 1986. Prior to joining Lazard in 2006, Mr. Komosa held positions as a portfolio manager at Permal Asset Management and Pinnacle International Management. Previously he was a hedge fund manager/analyst at Caxton Associates and Graham Capital. Mr. Komosa has an MBA from the Darden School at the University of Virginia and a BA in Economics from Washington and Lee University. He is a member of the CFA Institute.

Martingale

William E. Jacques, CFA
Executive Vice President and Chief Investment Officer
Martingale Asset Management, L.P.

William Jacques is a Partner, Executive Vice President and Chief Investment Officer of Martingale, where he oversees portfolio management, investment research and trading. Prior to founding the firm, Mr. Jacques was a Trustee and Vice President of Batterymarch Financial Management from 1984 to 1987, where he was involved in quantitative research and portfolio management as an investment strategist. Before joining Batterymarch, Mr. Jacques was a Vice President of JP Morgan Investment Management where he began his career as a research analyst in 1976. Mr. Jacques graduated from Lafayette College with a B.A. in both mathematics and economics. He earned his M.B.A. in finance at the Wharton School. He is a CFA charterholder and a member of the New York Society of Security Analysts.


57


SHAREHOLDER INFORMATION (continued)


Samuel Nathans, CFA
Senior Vice President and Senior Portfolio Manager
Martingale Asset Management, L.P.

Samuel Nathans is a Partner of Martingale, responsible for creating and monitoring client portfolios. He joined Martingale in 1999, following a brief association with Miller Tabak + Co. During 1997-1998, Mr. Nathans was the Portfolio Manager and Director of Research for the AIG Equity Market Neutral Fund, a quantitative long/short hedge fund. He handled all research, programming, portfolio construction and trading aspects of the AIG fund. From 1995-1997, Mr. Nathans developed and managed quantitative strategies in the U.S. and overseas equity markets for M.D. Sass Investor Services, Inc. Prior to his tenure with M.D. Sass, Mr. Nathans was Director of Trading and Developmental Research at Saje Asset Management. Mr. Nathans holds a J.D. from Emory University and a B.S. in public policy studies from Duke University. He is a CFA charterholder and a member of the Boston Security Analysts Society.

James M. Eysenbach, CFA
Senior Vice President and Director of Research
Martingale Asset Management, L.P.

James M. Eysenbach, CFA is a Partner, Senior Vice President, Director of Research and a member of the Management Committee. In addition to daily portfolio management responsibilities, Mr. Eysenbach is involved in research to enhance Martingale’s proprietary equity valuation approach and portfolio construction process. Prior to joining Martingale in 2004, Mr. Eysenbach was a private investor from 2002-2003. From 1991 to 2001, Mr. Eysenbach was a managing director and director of quantitative products at Scudder Investments. Mr. Eysenbach earned an A.B. in economics from Bowdoin College and an M.B.A. in finance and accounting from the Anderson School at the University of California at Los Angeles. He is a CFA charterholder and a member of the Boston Security Analysts Society.

PanAgora

Bryan D. Belton, CFA
Director, Macro-Strategies
PanAgora Asset Management, Inc.

Bryan D. Belton is a Director within the Macro-Strategies group. Mr. Belton is responsible for the daily management of the firm’s global fixed income and currency portfolios. Prior to joining PanAgora, Mr. Belton was the Investment Portfolio Officer at the Federal Home Loan Bank of Boston. In that role, he was responsible for actively managing and hedging all of the Bank’s long-term investment portfolios. Before joining the Federal Home


58


Loan Bank of Boston, Mr. Belton was a Senior Manager at Investors Bank & Trust Company. Mr. Belton is a CFA charterholder and has 11 years of investment industry experience. He received an M.S.F. from Northeastern University and an A.B. from Boston College.

Patrick O. Bresnehan, CFA
Director, Macro-Strategies
PanAgora Asset Management, Inc.

Patrick O. Bresnehan is a Director of Macro-Strategies responsible for the daily management of PanAgora’s top-down strategies, including TAA, Risk Parity and Global Equity Portable Alpha. He also assists with the management of the firm’s Global Fixed Income portfolios. Prior to joining PanAgora, Mr. Bresnehan was a Senior Vice President and Product Director at Fleet Investment Advisors, Boston (now Columbia Management Group). As such, he was responsible for a team of institutional Fixed Income portfolio managers and traders managing investment-grade strategies for institutional clients. Before joining Fleet Investment Advisors, Mr. Bresnehan was a Fixed Income Portfolio Manager at Scudder, Stevens and Clark, Inc. Mr. Bresnehan is a CFA charterholder with 20 years of investment industry experience. He received an M.S. from Boston College and a B.A. from Norwich University.

Edward Qian, Ph.D., CFA
Chief Investment Officer and Head of Research, Macro Strategies
PanAgora Asset Management, Inc.

Edward Qian is Chief Investment Officer and Head of Research, Macro Strategies. His primary responsibilities include investment research and portfolio management in PanAgora’s Macro-Strategies group. As a member of the Dynamic Modeling group, Dr. Qian contributes to model research and enhancements. Prior to joining PanAgora, Dr. Qian was a Senior Analyst in Putnam Investment’s Global Asset Allocation Group. Before joining Putnam, he was a fixed-income Quantitative Analyst at Back Bay Advisors. He also worked at 2100 Capital Group on hedge fund investments in 2004. Dr. Qian has extensive research experience in the areas of asset allocation and quantitative equity investing. His research has been published in several leading financial industry journals. Previously, he was a National Science Foundation Research Fellow at MIT from 1994 to 1996. Dr. Qiam has 12 years of investment industry experience. He graduated from Florida State University with a Ph.D., from The Chinese Science Academy with an M.S. and from Peking University with a B.S.


59


SHAREHOLDER INFORMATION (continued)


Tetra

Timothy O’Toole, CFA
Managing Member and Portfolio Manager,
Tetra Capital Management LLC

Timothy O’Toole has been Managing Member and Portfolio Manager of Tetra Capital Management, LLC since its inception in 2003. Along with Mr. Wiese, Mr. O’Toole shares the responsibility of managing the portfolios of the private investment funds and other accounts managed by Tetra Capital Management, LLC.

Prior to joining Tetra, Mr. O’Toole was a Founding Principal of High Rock Capital LLC, which managed small and mid-cap equity and long/short hedge fund products. At High Rock, Mr. O’Toole was part of a 3 member investment team that grew assets under management from $30 million to over $2 billion in a four year span. From 1994 to 1997, Mr. O’Toole was an analyst for The Boston Company’s small cap institutional product lines as well as mutual funds under Mellon’s Dreyfus brand. In addition to significant equity research experience, Mr. O’Toole has over a decade of experience as a Mechanical and Electronics Engineer. Between 1983 and 1994, he worked at General Electric, Simmonds Precision Systems, Herley Microwave, and Digital Equipment Inc.

Mr. O’Toole has an MBA from Northeastern University, a Masters in Engineering from Rensselaer Polytechnic Institute, and two B.S. in Engineering degrees from the University of Vermont. Mr. O’Toole is a member of the CFA Institute and the Boston Securities Analysts Society.

William Wiese III, CFA
Managing Member and Portfolio Manager
Tetra Capital Management LLC

William Wiese III joined Tetra Capital Management, LLC as Managing Member and Portfolio Manager in April 2006. Along with Mr. O’Toole, Mr. Wiese shares the responsibility of managing the portfolios of the private investment funds and other accounts managed by Tetra Capital Management, LLC.

Mr. Wiese was a Founding Principal of High Rock Capital LLC, which managed small and mid-cap equity and long/short hedge fund products. At High Rock, Mr. Wiese was part of a 3 member investment team that grew assets under management from $30 million to over $2 billion in a four year span. From 1993-1997, Mr. Wiese was a Vice President at The Boston Company where he was a Portfolio Manager for The Boston Company’s Large Cap Wrap product, which had approximately $400 million in assets.


60



He was a member of the Equity Policy Committee for Boston Safe Advisors, a wholly owned subsidiary of The Boston Company. In addition, Mr. Wiese was one of two research analysts for The Boston Company’s $1.4 billion Small Cap Value product. Prior to joining The Boston Company’s institutional group, Mr. Wiese was a Portfolio Manager in The Boston Company’s Private Client Group where he managed assets for high net worth individuals. Mr. Wiese started his career at Fidelity Investments in 1984.

Mr. Wiese has a B.A. in Economics from Colby College. Mr. Wiese is a member of the CFA Institute and the Boston Securities Analysts Society.

Charles Jobson, CFA
Managing Member
Tetra Capital Management LLC and Delta Partners, LLC

Mr. Jobson has been Managing Member of Tetra Capital Management, LLC since its inception in 2003. In 1999, Mr. Jobson co-founded Delta Partners, LLC, an affiliate of Tetra Capital Management, LLC, where he is Managing Member and Portfolio Manager. Mr. Jobson does not share in the portfolio management responsibilities of Tetra Capital Management, LLC.

Prior to launching Delta Partners, LLC, Mr. Jobson was a Vice President and a member of an eight-person investment committee managing a $3.5 billion U.S. equity portfolio at Baring Asset Management (“Barings”), an international investment firm, from 1994 to 1998. The performance of Barings’ $3.5 billion U.S. equity portfolio was top decile in 1997-1998 and top quartile in 1996 in rankings against other managers. From 1990-1994, Mr. Jobson was an equity analyst with State Street Research & Management, Inc. (“SSRM”) where his responsibilities included analysis of commodity and specialty chemicals, homebuilding, supermarkets/drug stores, and real estate investment trusts (“REITs”).

Mr. Jobson received an undergraduate degree from Northwestern University in 1982 and an MBA with a concentration in finance from the Fuqua School of Business at Duke University in 1989. Mr. Jobson is a member of the CFA Institute and the Boston Securities Analysts Society.

Please see the Fund’s SAI for additional information about the portfolio manager’s compensation, other accounts managed by the portfolio managers and their respective ownership of Shares.


61


SHAREHOLDER INFORMATION (continued)


PLAN OF DISTRIBUTION (12b-1 PLAN)

The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the Act. Because these fees are paid out of the Fund’s assets on an on-going basis over time, these fees may increase the cost of your investment and cost you more than paying other types of sales charges. For a complete description of the Plan of Distribution, please see “Plan of Distribution” in the SAI.

 

 

 

 

 

Annual 12b-1 Schedule

 

 

Fee to
Fund

 

Payment
to Dealer

 

 

 

 

 

Multi-Manager Alternatives Fund-A

 

 

 

0.25

%

 

 

 

 

0.25

%

 

THE TRUST

For more information on the Trust, the Trustees and the Officers of the Trust, see “Trustees and Officers” and “Description of the Trust” in the SAI.

THE DISTRIBUTOR

Van Eck Securities Corporation, 335 Madison Avenue, 19th Floor, New York, NY 10017 (the “Distributor”), a wholly owned subsidiary of Van Eck Associates Corporation (the “Adviser”), has entered into a Distribution Agreement with the Trust for distributing shares of the Fund. The Distributor generally sells and markets shares of the Fund through intermediaries, such as broker-dealers. The intermediaries selling the Fund’s shares are compensated from sales charges and from 12b-1 fees and/or as shareholder service fees paid directly or indirectly by the Fund.

The Distributor may pay certain intermediaries, out of its own resources and not as an expense of the Fund, additional cash or non-cash compensation as an incentive to intermediaries to promote and sell shares of the Fund and other mutual funds distributed by the Distributor. These payments are commonly known as “revenue sharing”. The benefits that the Distributor may receive when it makes these payments include, among other things, placing the Fund on the intermediary’s sales system and/or preferred or recommended fund list, offering the Fund through the intermediary’s advisory or other specialized programs, and/or access (in some cases on a preferential basis over other competitors) to individual members of the intermediary’s sales force. Such payments may also be used to compensate intermediaries for a variety of administrative and shareholder services relating to investments by their customers in the Fund. The fees paid by the Distributor to intermediaries may be calculated based on the gross sales


62



price of shares sold by an intermediary, the net asset value of shares held by the customers of the intermediary, or otherwise. These fees, may, but are not normally expected to, exceed in the aggregate 0.50% of the average net assets of the Fund attributable to a particular intermediary on an annual basis.

The Distributor may also provide intermediaries with additional cash and non-cash compensation, which may include financial assistance to intermediaries in connection with conferences, sales or training programs for their employees, seminars for the public and advertising campaigns, technical and systems support, attendance at sales meetings and reimbursement of ticket charges. In some instances, these incentives may be made available only to intermediaries whose representatives have sold or may sell a significant number of shares.

Intermediaries may receive different payments, based on a number of factors including, but not limited to, reputation in the industry, sales and asset retention rates, target markets, and customer relationships and quality of service. No one factor is determinative of the type or amount of additional compensation to be provided. Financial intermediaries that sell Fund’s shares may also act as a broker or dealer in connection with execution of transactions for the Fund’s portfolio. The Fund and the Adviser have adopted procedures to ensure that the sales of the Fund’s shares by an intermediary will not affect the selection of brokers for execution of portfolio transactions.

Not all mutual funds pay the same amount to the intermediaries who sell their mutual funds. Differences in compensation to intermediaries may create a financial interest for an intermediary to sell shares of a particular mutual fund, or the mutual funds of a particular family of mutual funds. Before purchasing shares of the Fund, you should ask your intermediary or its representative about the compensation in connection with the purchase of such shares, including any revenue sharing payments it receives from the Distributor.


63


For more detailed information, see the Statement of Additional Information (SAI), which is legally a part of and is incorporated by reference into this Prospectus.

Additional information about the investments is available in the Fund’s annual and semi-annual reports to shareholders. In the Fund’s annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.

<

 

Call Van Eck at 1.800.826.1115, or visit the Van Eck Web site at www.vaneck.com to request, free of charge, the annual or semi-annual reports, the Statement of Additional Information (SAI), information regarding applicable sales loads, breakpoint discounts, reduced or waived sales charges and eligibility minimums, or other information about the Funds.

<

 

Information about the Fund (including the SAI) can also be reviewed and copied at the Securities and Exchange Commission (SEC) Public Reference Room in Washington, D.C. Information about the operation of the Public Reference Room may be obtained by calling 1.202.942.8090.

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Reports and other information about the Fund are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. In addition, copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-0102.

SEC REGISTRATION NUMBER: 811-04297

00066347



The information in this Prospectus is not complete and may be changed. The Trust may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated April 3, 2009

PROSPECTUS

[              ],   2009

     
Van Eck Funds

Multi-Manager Alternatives Fund
Class I: VMAIX

These securities have not been approved or disapproved either by the Securities and Exchange Commission (SEC) or by any State Securities Commission. Neither the SEC nor any State Commission has passed upon the accuracy or adequacy of this prospectus. Any claim to the contrary is a criminal offense.


     


 

 

 

 

 

 

 

 

 

Transfer Agent:
DST Systems, Inc.
P.O. Box 218407
Kansas City, Missouri 64121-8407

1.800.544.4653



     



TABLE OF CONTENTS

 

 

 

 

 

 

 

I.

   

Multi-Manager Alternatives Fund

 

 

 

3

 

 

 

II.

   

Additional Investment Strategies

 

 

 

28

 

 

 

III.

   

Shareholder Information

 

 

 

34

 


I. MULTI-MANAGER ALTERNATIVES FUND


VAN ECK FUNDS (THE “TRUST”), IS A REGISTERED INVESTMENT COMPANY COMPRISED OF FOUR SEPARATE SERIES. THIS PROSPECTUS PERTAINS TO ONE SERIES OF THE TRUST: MULTI-MANAGER ALTERNATIVES FUND (THE “FUND”). OTHER SERIES (EMERGING MARKETS FUND, GLOBAL HARD ASSETS FUND AND INTERNATIONAL INVESTORS GOLD FUND) ARE OFFERED IN A SEPARATE PROSPECTUS. VAN ECK ASSOCIATES CORPORATION SERVES AS INVESTMENT ADVISER (THE “ADVISER”) TO EACH SERIES OF THE TRUST.

THE FUND OFFERS TWO CLASSES OF SHARES: CLASS A AND CLASS I. THIS PROSPECTUS PROVIDES INVESTORS WITH RELEVANT INFORMATION ABOUT THE FUND’S CLASS I SHARES. A SEPARATE PROSPECTUS OFFERS INFORMATION REGARDING THE FUND’S CLASS A SHARES. THE FUND’S SEPARATE SHARE CLASSES HAVE DIFFERENT EXPENSES; AS A RESULT, THEIR INVESTMENT PERFORMANCES WILL DIFFER. INVESTORS SHOULD CONSIDER WHICH CLASS IS BEST SUITED FOR THEIR INVESTMENT NEEDS.

THIS SECTION INCLUDES A PROFILE OF THE FUND; ITS INVESTMENT STYLE AND PRINCIPAL RISKS; HISTORICAL PERFORMANCE; PERFORMANCE MEASURED AGAINST A RELEVANT BENCHMARK; HIGHEST AND LOWEST PERFORMING QUARTERS; AND EXPENSES.

INVESTMENT OBJECTIVE

The Multi-Manager Alternatives Fund seeks to achieve consistent absolute (positive) returns in various market cycles. The Fund’s objective is fundamental and may only be changed with the approval of shareholders.

PRINCIPAL INVESTMENT STRATEGIES

The Fund pursues its objective by allocating its assets among (i) investment sub-advisers (the “Sub-Advisers”) with experience in managing absolute return strategies, and (ii) affiliated and unaffiliated funds, including open end and closed end funds and exchange traded funds (“ETFs”), which employ a variety of investment strategies, including absolute return strategies (collectively, the “Underlying Funds”).


3


     


Absolute return strategies are intended to provide absolute (positive) returns in various market cycles by exploiting disparities or inefficiencies in markets, geographical areas and companies, taking advantage of anticipated price movements up and/or down of securities and markets, or benefiting from cyclical relationships or special situations (such as reorganizations). The main absolute return strategies that may be employed by the Sub-Advisers and certain Underlying Funds include:

DIRECTIONAL AND TACTICAL STRATEGIES

Seek to exploit broad market trends in equities, interest rates or commodity prices. These strategies may include:

Long/Short Equity : A long/short strategy seeks to invest in securities believed to be undervalued or offer high growth opportunities while also attempting to reduce overall market risk or take advantage of an anticipated decline in the price of an overvalued company or index by using short sales or options on common stocks or indexes to hedge risk. These strategies may also use derivatives, including options, financial futures and options on futures. Long and short positions may not be invested in equal dollars and, as such, may not seek to neutralize general market risks.

Long-Only : A long-only strategy seeks to invest in stocks that are believed to have appreciation potential. These strategies may concentrate in certain markets, industries or geographical areas. These strategies are primarily managed for absolute return and to assess risk and opportunity on an absolute, not an index-relative basis.

Short-Only : A short-only strategy seeks to identify securities that are expected to depreciate in value. In a short sale, the Fund borrows an equity security from a broker, and then sells it. If the value of the security goes down, the Fund can buy it back in the market and return it to the broker, making a profit. These strategies may be employed to hedge or offset long-only equity strategies of similar size in assets and volatility.

Long/Short Credit & Fixed Income : A long/short credit strategy combines long and short positions in debt securities of domestic and foreign governments, agencies, and companies of all maturities and qualities, including high yield (junk bonds) and Treasury Inflation-Protected Securities (“TIPS”), ETFs and emerging market debt. These strategies may invest in mortgage-backed securities, collateralized mortgage obligations, asset-backed securities and other mortgage related securities. Strategies may focus on short positions by utilizing instruments to anticipate the decline in the price of an overvalued security or type of security. Such hedging instruments could include individual bonds or related stocks, futures contracts or other instruments.


4


     


Global Macro and Emerging Markets : Seek to profit from directional changes in currencies, stock markets, commodity prices and market volatility. Global macro strategies may utilize positions held through individual securities, ETFs, derivative contracts, swaps or other financial instruments linked to major market, sector or country indices, fixed income securities, currencies and commodities. These strategies may invest in a limited number of securities, issuers, industries or countries which may result in higher volatility.

EVENT-DRIVEN STRATEGIES

Seek to benefit from price movements caused by anticipated corporate events, such as mergers, acquisitions, spin-offs or other special situations. These strategies may include:

Distressed Securities : Investing in the securities of issuers in financial distress based upon the expectations of the manager as to whether a turnaround may materialize.

Special Situations : Investing in the securities of issuers based upon the expectations of the manager as to whether the price of such securities may change in the short term due to a special situation, such as a stock buy-back, spin-off, bond upgrade or a positive earnings report.

Merger Arbitrage : Seek to exploit price differentials in the shares of companies that are involved in announced corporate events, such as mergers, by assessing the likelihood that such events will be consummated as proposed.

ARBITRAGE STRATEGIES

Seek to exploit price differences in identical, related or similar securities on different markets or in different forms so as to minimize overall market risk. These strategies may include:

Fixed Income or Interest Rate Arbitrage : Buying and shorting different debt securities and/or futures contracts, including interest rate swap arbitrage, U.S. and non-U.S. bond arbitrage.

Convertible Arbitrage : Seek to exploit price differentials in the convertible bond markets by buying the convertible bond, and shorting the common stock, of the same company.

Pairs Trading : Certain securities, often competitors in the same sector, are sometimes correlated in their day-to-day price movements. If the performance link breaks down, i.e., one stock trades up while the other traded down, a manager may sell the outperforming stock and buy the underperforming one, based on the assumption that the “spread” between


5


     


the two would eventually converge. This may help to hedge against market and sector risk.

Equity Market Neutral : A market neutral strategy combines long and short equity positions to seek to keep its exposure to overall market risk very low. Such strategies take long positions in those securities believed to have attractive appreciation potential and short positions in those securities believed to have depreciation potential. These strategies are typically constructed to attempt to be beta-neutral and attempt to control one or more industry, sector, market capitalization and other potential market bias exposures.

The Adviser determines the allocation of the Fund’s assets among the various Sub-Advisers and Underlying Funds. The Adviser has retained Explorer Alternative Management, LLC (“Explorer”) to act as a Sub-Adviser to the Fund and to assist it in determining the appropriate allocation of the Fund’s assets among the Fund’s other Sub- Advisers as well as Underlying Funds. Explorer will not directly manage assets of the Fund. In selecting and weighting investment options, the Adviser seeks to identify Sub-Advisers and Underlying Funds which, based on their investment styles and historical performance, have the potential, in the opinion of the Adviser, to perform independently of each other and achieve positive risk-adjusted returns in various market cycles. This is referred to as “low correlation.” The degree of correlation of any given investment strategy of a Sub-Adviser or an Underlying Fund will, with other investment strategies and the market as a whole, vary as a result of market conditions and other factors, and some Sub-Advisers and Underlying Funds will have a greater degree of correlation with each other and with the market than others.

By allocating its assets among a number of investment options, the Fund seeks to achieve diversification, less risk and lower volatility than if the Fund utilized a single manager or a single strategy approach. The Fund is not required to invest with any minimum number of Sub-Advisers or Underlying Funds, and does not have minimum or maximum limitations with respect to allocations of assets to any Sub-Adviser, investment strategy or market sector. The Adviser may change the allocation of the Fund’s assets among the available investment options, and may add or remove Sub-Advisers, at any time. For a variety of reasons, including capacity and regulatory limitations, not all the Sub-Advisers may be available to the Fund if it chooses to use them in the future.

Each Sub-Adviser is responsible for the day-to-day management of its allocated portion of Fund assets. The Adviser has ultimate responsibility, subject to the oversight of the Board of Trustees of the Fund, to oversee the


6


     


Sub-Advisers, and to recommend their hiring, termination and replacement. Explorer will assist the Adviser in the Sub-Adviser selection and monitoring process.

The Adviser may hire and terminate Sub-Advisers in accordance with the terms of an exemptive order obtained by the Fund and the Adviser from the SEC, under which the Adviser is permitted, subject to supervision and approval of the Board of Trustees, to enter into and materially amend sub-advisory agreements without seeking shareholder approval. The Adviser will furnish shareholders of the Fund with information regarding a new Sub-Adviser within 90 days of the hiring of the new Sub-Adviser.

Currently, in addition to the sub-advisory agreement with Explorer, the Adviser has entered into sub-advisory agreements with the following seven Sub-Advisers with respect to the Fund. Below is a description of each Sub-Adviser’s investment style. The Fund may select a variation of these strategies or another strategy offered by the Sub-Advisers:

 

¡

 

 

 

Clutterbuck Capital Management LLC employs an opportunistic, low exposure long/short credit strategy.

 

¡

 

 

 

Columbus Circle Investors employs a long/short equity strategy in health care stocks.

 

¡

 

 

 

Dix Hills Partners, LLC employs a directional trading strategy in Treasury bonds of various maturities.

 

¡

 

 

 

Lazard Asset Management LLC employs a long-biased global asset allocation strategy.

 

¡

 

 

 

Martingale Asset Management, L.P. employs a long/short equity strategy.

 

¡

 

 

 

PanAgora Asset Management, Inc. employs a quantative fixed income long/short strategy.

 

¡

 

 

 

Tetra Capital Management, LLC employs a long/short primarily U.S. equity strategy.

As of the date of this Prospectus, the Fund’s assets have not yet been allocated among the Sub-Advisers.

Each Underlying Fund invests its assets in accordance with its investment strategy. The Fund may invest in Underlying Funds in excess of the limitations under the Investment Company Act of 1940, as amended (the “1940 Act”), pursuant to either an exemptive order obtained by the Fund and the Adviser from the SEC or an exemptive order obtained by an Underlying Fund from the SEC and consistent with the conditions specified in such order.

Investments in the securities of Underlying Funds involve duplication of advisory fees and certain other expenses. By investing in an Underlying


7


     


Fund, the Fund becomes a shareholder of that Underlying Fund. As a result, the Fund’s shareholders will indirectly bear the Fund’s proportionate share of the fees and expenses paid by shareholders of the Underlying Fund, in addition to the fees and expenses the Fund’s shareholders directly bear in connection with the Fund’s own operations. To minimize the duplication of fees, the Adviser has agreed to waive the management fee it charges to the Fund by any amount it collects as a management fee from an Underlying Fund managed by the Adviser, as a result of an investment of the Fund’s assets in such Underlying Fund.

In addition to Sub-Advisers and Underlying Funds, the Fund may invest indirectly in strategies or managers through securities, funds, notes, certificates, options, swaps or other derivative instruments, including instruments indexed to baskets of underlying funds.

The Fund’s assets will be primarily invested in common stock, convertible or non-convertible preferred stock, and fixed-income securities of U.S. and foreign governments, semi-government, their agencies and instrumentalities, non-governmental organizations, supra-national organizations and companies, including those in or that have operations in emerging markets.

The Fund may invest in foreign securities, depositary receipts and shares relating to foreign securities the Fund may also invest in rights, warrants, forward, futures and options contracts and other derivative securities; and enter into equity, interest rate, index and currency rate swap agreements.

In addition, the Fund may invest in funds that seek to track investable hedge fund indices; directly and indirectly in commodities; make direct investments in equity interests in trusts, partnerships, joint ventures and other unincorporated entities or enterprises; and invest in securities of companies in initial public offerings.

A portion of the Fund’s assets may be invested in cash, cash equivalents, or in money market funds.

The Fund may take temporary defensive positions in high quality, U.S. short-term debt securities or other money market instruments in response to adverse market, economic, political or other conditions or to enable the Fund to implement an investment strategy quickly. To the extent that the Fund takes a temporary defensive position, it will not be pursuing its objective.

For purposes of any investment restrictions, percentage limitations apply at the time of investment, and a later increase or decrease in percentage resulting from a change in value of portfolio securities or amount of net assets will not be considered a violation of the restriction.

For more information about investment strategies and associated risks, see the “Additional Investment Strategies” section.


8


PRINCIPAL RISKS


PRINCIPAL RISKS

There is no assurance that the Fund will achieve its investment objective. The Fund’s share price will fluctuate with changes in the market value of the Fund’s portfolio securities. When you sell Fund shares, they may be worth less than what you paid for them and, accordingly, you can lose money investing in the Fund.

AGGRESSIVE STRATEGIES

 

 

 

Definition

 

The Fund, the Sub-Advisers and the Underlying Funds may use aggressive investment strategies, including absolute return strategies, that are riskier than those used by typical mutual funds.

Risk

 

If the Fund and Sub-Advisers are unsuccessful in applying these investment strategies, the Fund and you may lose more money than if you had invested in another mutual fund that did not invest aggressively. Given the Fund’s emphasis on aggressive strategies and investment techniques, and the possible concentration of the Fund’s assets in certain sectors and geographical regions, an investment in the Fund should be considered part of an overall investment program, rather than a complete investment program. Because the Fund’s investment selections are designed to achieve low correlation with securities markets, the return and net asset value of the Fund may deviate from overall market returns to a greater degree than those of traditional mutual funds.


9


PRINCIPAL RISKS (continued)


ARBITRAGE TRADING RISKS

 

 

 

Definition

 

The Sub-Advisers may engage in transactions that attempt to exploit price differences of identical, related or similar securities on different markets or in different forms.

Risk

 

The underlying relationships between securities in which the Fund takes investment positions may change in an adverse manner, in which case the Fund may realize losses. For example, merger arbitrage strategies generally involve purchasing the shares of an announced acquisition target company at a discount to their expected value upon completion of the acquisition and selling short the acquirer’s securities. If an acquisition is called off or otherwise not completed, the Fund may realize losses on the shares of the target company it acquired and on its short position in the acquirer’s securities.

BORROWING AND LEVERAGE RISK

 

 

 

Definition

 

Borrowing to invest more is called “leverage.” The Fund may borrow, provided that the amount of borrowing is no more than one third of the net assets of the Fund plus the amount of all borrowings. The Fund is required to be able to restore borrowing to its permitted level asset within three days, if it should increase to more than one-third as stated above, including by selling securities, even if the sale hurts the Fund’s investment performance.

Risk

 

Leverage exaggerates the effect of rises or falls in prices of securities bought with borrowed money. Borrowing also costs money, including fees and interest. The Fund expects to borrow only through negotiated loan agreements with commercial banks or other institutional lenders.


10



COMMON STOCKS

 

 

 

Definition

 

Common Stocks are securities representing equity ownership in a corporation.

Risk

 

A principal risk of investing in the Fund is associated with its common stock investments. In general, stock values fluctuate in response to activities specific to the company as well as general market, economic and political conditions. These prices can fluctuate widely in response to these factors.

CONVERTIBLE SECURITIES

 

 

 

Definition

 

A convertible security is a security that can be exchanged for a specified amount of another, generally related security, at the option of the issuer and/or the holder.

Risk

 

The Fund’s investments in convertible securities subject the Fund to the risks associated with both fixed-income securities and common stocks. To the extent that a convertible security’s investment value is greater than its conversion value, its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security.


11


PRINCIPAL RISKS (continued)


DERIVATIVE SECURITIES AND STRUCTURED NOTES

 

 

 

Definition

 

Derivatives are financial instruments, such as swaps, options, warrants, futures contracts, currency forwards and structured notes, whose values are based on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. The Fund may use leveraged or unleveraged index-linked notes, which are derivative debt instruments with principal and/or coupon payments linked to the value of a specific index. These notes are sometimes referred to as “structured notes” because the terms of these notes may be structured by the issuer and the purchaser of the note.

Risk

 

Derivatives are subject to a number of risks, such as potential changes in value in response to market developments or as a result of the counterparty’s credit quality and the risk that a derivative transaction may not have the effect the Adviser anticipated. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create investment leverage and may be highly volatile. Many derivative transactions are entered into “over the counter” (not on an exchange or contract market); as a result, the value of such a derivative transaction will depend on the ability and the willingness of the Fund’s counterparty to perform its obligations under the transaction. If a counterparty were to default on its obligations, the Fund’s contractual remedies against such counterparty may be subject to bankruptcy and insolvency laws, which could affect the Fund’s rights as a creditor (e.g., the Fund may not receive the net amount of payments that it is contractually entitled to receive). A liquid secondary market may not always exist for the Fund’s derivative positions at any time.


12



DEFENSIVE INVESTING

 

 

 

Definition

 

Defensive investing is a deliberate, temporary shift in portfolio strategy which may be undertaken when markets start behaving in volatile or unusual ways. The Fund may, for temporary defensive purposes, invest a substantial part of its assets in bonds of the U.S. or foreign governments, certificates of deposit, bankers’ acceptances, high grade commercial paper, and repurchase agreements. At such times, the Fund may have all of its assets invested in a single country or currency.

Risk

 

When the Fund has invested defensively in low-risk, low-return securities, it may miss an opportunity for profit in its normal investing areas. The Fund may not achieve its investment objective during periods of defensive investing.

DIRECT INVESTMENTS

 

 

 

Definition

 

Investments made directly with an enterprise through a shareholder or similar agreements—not through publicly traded shares or interests. Direct investments may involve high risk of substantial loss. Such positions may be hard to sell, because they are not listed on an exchange and prices of such positions may be unpredictable.

Risk

 

A direct investment price as stated for valuation may not be the price the Fund could actually get if it had to sell. Private issuers do not have to follow all the rules of public issuers. The Board of Trustees considers direct investments illiquid and will aggregate direct investments with other illiquid investments under the illiquid investing limits of the Fund.


13


PRINCIPAL RISKS (continued)


DISTRESSED SECURITIES

 

 

 

Definition

 

Distressed securities are securities of issuers, which have defaulted on their obligations or have filed for bankruptcy protection or are trading at prices that suggest a significant possibility of default.

Risk

 

Distressed securities are at high risk for default. If a distressed issuer defaults, the Fund may experience legal difficulties and negotiations with creditors and other claimants. The Fund may recover only a small percentage of its investment or have a time lag between when an investment is made and when the value of the investment is realized. The legal and other monitoring costs that are involved in protecting the value of the Fund’s claims may result in losses as well. Distressed securities may be illiquid.

EMERGING MARKETS SECURITIES

 

 

 

Definition

 

Emerging markets securities are securities of companies that are primarily located in developing countries. (See “Foreign Securities” below for basic information on foreign investment risks.)

Risk

 

Investments in emerging markets securities are exposed to a number of risks that may make these investments volatile in price or difficult to trade. Political risks may include unstable governments, nationalization, restrictions on foreign ownership, laws that prevent investors from getting their money out of a country and legal systems that do not protect property rights as well as the laws of the U.S. Market risks may include economies that concentrate in only a few industries, securities issues that are held by only a few investors, limited trading capacity in local exchanges and the possibility that markets or issues may be manipulated by foreign nationals who have inside information.


14



EVENT-DRIVEN INVESTING

 

 

 

Definition

 

Companies involved in (or the target of) acquisition attempts or tender offers or companies involved in work-outs, liquidations, spinoffs, reorganizations, bankruptcies and similar transactions; or markets or companies in the midst of a period of economic or political instability.

Risk

 

The transaction in which such a business enterprise is involved may either be unsuccessful, take considerable time or may result in a distribution of cash or a new security, the value of which may be less than the purchase price to the Fund of the security or other financial instrument in respect of which the distribution is received. Similarly, if an anticipated transaction does not in fact occur, the Fund may be required to sell its investment at a loss. Risk of default as to debt securities and bankruptcy or insolvency with respect to equity securities, can result in the loss of the entire investment in such companies.

FIXED-INCOME SECURITIES

 

 

 

Definition

 

Fixed-income securities may include bonds and other forms of debentures or obligations. When an issuer sells debt securities, it sells them for a certain price, and for a certain term. Over the term of the security, the issuer promises to pay the buyer a certain rate of interest, then to repay the principal at maturity. Fixed-income securities are also bought and sold in the “secondary market”—that is, they are traded by people other than their original issuers.

Risk

 

All debt securities are subject to two types of risk: credit risk and interest rate risk. Credit risk refers to the possibility that the issuer of a security will be unable to make interest payments and repay the principal on its debt. Interest rate risk refers to fluctuations in the value of a debt security resulting from changes in the general level of interest rates. When the general level of interest rates goes up, the prices of most debt securities go down. When the general level of interest rates goes down, the prices of most debt securities go up.


15


PRINCIPAL RISKS (continued)


FOREIGN SECURITIES

 

 

 

Definition

 

Foreign securities are securities issued by foreign companies, traded in foreign currencies or issued by companies with most of their business interests in foreign countries.

Risk

 

Foreign investing involves greater risks than investing in U.S. securities. These risks include: exchange rate fluctuations and exchange controls; less publicly available information; more volatile or less liquid securities markets; and the possibility of arbitrary action by foreign governments, including the takeover of property without adequate compensation or imposition of prohibitive taxation, or political, economic or social instability. Foreign accounting can be different—and less revealing—than American accounting practice. There is generally less information available regarding foreign issuers than U.S. issuers, and foreign regulation of stock exchanges may be inadequate or irregular. Foreign securities also may have varying tax consequences (see the section entitled “Taxes” in the SAI).

 

 

Some of these risks may be reduced when the Fund invests indirectly in foreign issues through American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), American Depositary Shares (ADSs), Global Depositary Shares (GDSs), and other securities which are traded on larger, recognized exchanges and in stronger, more recognized currencies.

 

 

Russia: The Fund will invest only in those Russian companies whose registrars have contracted to allow the Fund’s Russian sub-custodian to inspect share registers and to obtain extracts of share registers through regular audits. These procedures may reduce the risk of loss, but there can be no assurance that they will be effective.


16



INDUSTRY CONCENTRATION RISK

 

 

 

Definition

 

As part of its investment strategy, the Fund may invest a substantial portion of its assets in securities of companies in a particular industry.

Risk

 

For example, one of the Sub-Adviser’s strategies focuses on health care stocks. The health care industry is subject to regulatory action by a number of private and governmental agencies, including federal, state and local governmental agencies. A major source of revenues for the health care industry is payments from Medicare and Medicaid programs. As a result, the industry is sensitive to legislative changes and reductions in governmental spending for such programs. Numerous other factors may also affect the industry, such as general and local economic conditions, demand for services, expenses (including malpractice insurance premiums) and competition among health care providers. As such, the securities of companies in the industry may exhibit greater price volatility than those of companies in other industries.

INVESTMENTS IN UNDERLYING FUNDS

 

 

 

Definition

 

The performance and risks of the Fund will directly correspond to the performance and risks of the Underlying Funds in which it invests and the securities held by the Underlying Funds.

Risk

 

To the extent that the Fund invests more of its assets in one Underlying Fund than another, the Fund will have greater exposure to the risks of that Underlying Fund. The Underlying Funds will not necessarily make consistent investment decisions. One Underlying Fund may buy the same security that another Underlying Fund is selling. The Fund would indirectly bear the costs of both trades. Because the Fund indirectly pays a portion of the expenses incurred by the Underlying Funds, an investment in the Fund entails more direct and indirect expenses than a direct investment in the Underlying Funds. As the Fund’s allocations among the Underlying Funds change from time to time, or to the extent that the expense ratios of the Underlying Funds change, the average operating expenses borne by the Fund may increase or decrease.


17


PRINCIPAL RISKS (continued)


LOW RATED FIXED-INCOME SECURITIES
(“JUNK BONDS”)

 

 

 

Definition

 

Low rated fixed income securities include debt securities, foreign and domestic, rated “below investment grade” by ratings services as well as non-rated fixed income securities.

Risk

 

These securities are also called “junk bonds.” In the market, they can behave somewhat like stocks, with prices that can swing widely in response to the health of their issuers and to changes in interest rates. They also bear the risk of untimely payment. By definition, they involve more risk of default than do higher- rated issues.

 

 

Additionally, evaluating credit risk for non-U.S. debt securities involves greater uncertainty because credit rating agencies throughout the world have different standards, making comparisons across countries difficult. The market for international, non-investment grade debt securities is thinner and less active than that for higher-rated securities, which can adversely affect the prices at which securities are sold. In addition, adverse publicity and investor perceptions about international, non-investment grade debt securities, whether or not based on fundamental analysis, may be a contributing factor in a decrease in the value and liquidity of such securities.


18



MULTIPLE INVESTMENT SUB-ADVISERS

 

 

 

Definition

 

A “Sub-Adviser” is defined above.

Risk

 

The Sub-Advisers make their trading decisions independently, and, as a result, it is possible that one or more Sub-Advisers may take positions in the same security or purchase/sell the same security at the same time without aggregating their transactions. This may cause unnecessary brokerage and other expenses to the Fund. Each Sub-Adviser uses a particular style or set of styles to select investments for the Fund. Those styles may be out of favor or may not produce the best results over the investment time periods. In addition, Sub-Advisers may base their investment decisions on analyses of historic relationships, correlations, assumptions, relative values or the occurrence of certain events that may be disrupted, fail to exist or materialize or affected by factors or events that the Sub-Adviser failed to consider or anticipate. Investment strategies and Sub-Advisers whose performance has historically been non-correlated or demonstrated low correlations to one another or to major world financial market indices may become correlated at certain times, such as during a liquidity crisis in global financial markets. Under these circumstances, absolute return and hedging strategies may cease to function as anticipated.

NON-DIVERSIFICATION RISK

 

 

 

Definition

 

Non-diversified funds may invest in fewer assets or in larger proportions of the assets of single companies or industries.

Risk

 

Greater concentration of investments in non-diversified funds may make those funds more volatile than diversified funds. A decline in the value of those investments would cause the Fund’s overall value to decline to a greater degree.


19


PRINCIPAL RISKS (continued)


OPTIONS

 

 

 

Definition

 

The Fund may purchase and sell (write), for hedging and other purposes (such as creating synthetic positions) call and put options on domestic and foreign securities, foreign currencies, stock and bond indices, financial futures contracts, commodity futures contracts and other investments.

 

 

The Fund may invest in options which are either listed on a domestic securities exchange or traded on a recognized foreign exchange. In addition, the Fund may purchase or sell over-the-counter options for dealers or banks to hedge securities or currencies as approved by the Board of Trustees. In general, exchange traded options are third party contracts with standardized prices and expiration dates. Over-the-counter options are two party contracts with price and terms negotiated by the buyer and seller, are generally considered illiquid, and will be subject to the limitation on investments in illiquid securities.

Risk

 

The Fund may write, sell (write) covered call or put options. An options transaction involves the writer of the option, upon receipt of a premium, giving the right to sell (call option) or buy (put option) an underlying asset at an agreed-upon exercise price. The holder of the option has the right to purchase (call option) or sell (put option) the underlying asset at the exercise price. If the option is not exercised or sold, it becomes worthless at its expiration date and the premium payment is lost to the option holder. As the writer of an option, the Fund keeps the premium whether or not the option is exercised. When the Fund sells a covered call option, which is a call option with respect to which the Fund owns the underlying assets, the Fund may lose the opportunity to realize appreciation in the market price of the underlying asset, or may have to hold the underlying asset, which might otherwise have been sold to protect against depreciation. A covered put option written by the Fund exposes it during the term of the option to a decline in the price of the underlying asset. A put option sold by the Fund is covered when, among other things, cash or short-term liquid securities are placed in a segregated account to fulfill the obligations

 


20



 

 

 

 

 

undertaken. Covering a put option sold does not reduce the risk of loss. In addition, the use of options involves the risk that a loss may be sustained as a result of the failure of the writer of the option contract to sell or buy the underlying security.

PORTFOLIO TURNOVER

 

 

 

Definition

 

The Fund may engage in active and frequent trading of its portfolio securities.

Risk

 

A portfolio turnover rate of 200%, for example, is equivalent to the Fund buying and selling all of its securities two times during the course of the year. A high portfolio turnover rate (over 100%) could result in high brokerage costs.

SHORT SALES

 

 

 

Definition

 

In a short sale, the Fund borrows an equity security from a broker, then sells it.

Risk

 

If the value of the security goes down, the Fund can buy it back in the market and return it to the broker, making a profit. The Fund may also “short-against-the-box”, which is a short sale of a security that the Fund owns, for tax or other purposes. If the value of the security goes up, then if the Fund does not hold this security, the Fund will have to buy it back in the market at a loss to make good on its borrowing. Because there is theoretically no limit to the amount of the increase in price of the borrowed security, the Fund’s risk of loss on a short sale is potentially unlimited. The Fund is required to “cover” its short sales with collateral by depositing cash, U.S. government securities or other liquid high-quality securities in a segregated account. The total value of the assets deposited as collateral will not exceed 50% of the Fund’s net assets.


21


PRINCIPAL RISKS (continued)


SWAP AGREEMENTS

 

 

 

Definition

 

Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than a year. In a standard swap transaction, two parties agree to exchange the returns earned on specific assets, such as the return on, or increase in value of, a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a “basket” of securities representing a particular index. The Fund calculates it obligations under the swap on the net amount to be paid or received based on the relative values of the positions held by each party. Swaps do not involve the delivery of securities, other underlying assets or principal.

Risk

 

Accordingly, the risk of loss with respect to swaps is limited to the net amount of payments that the Fund is contractually obligated to make. Currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency. Therefore, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. If there is a default by the counterparty, the Fund may have contractual remedies pursuant to the agreements related to the transaction. A swap contract may not be assigned without the consent of the counter-party, and may result in losses in the event of a default or bankruptcy of the counterparty.

OTHER RISKS

 

 

 

 

 

The performance of the Fund also will depend on whether or not the Adviser is successful in applying the Fund’s investment strategies. The Fund is also subject to other risks from its permissible investments. For more information about these risks, see the “Additional Investment Strategies” section.


22


FUND PERFORMANCE


As the Fund has less than one calendar year of operating history, there is no performance information available at this time.

PAST PERFORMANCE OF A SIMILARLY MANAGED FUND

Van Eck Worldwide Multi-Manager Alternatives Fund, formerly known as Worldwide Absolute Return Fund, (“Worldwide Multi-Manager Alternatives Fund”) is a mutual fund with the same investment objective as the Fund that is managed by the Adviser using investment policies and strategies substantially similar, although not necessarily identical, to those of the Fund. The performance information below compares the performance of Initial Class shares of Worldwide Multi-Manager Alternatives Fund to the performance of relevant broad-based market indices. Unlike the Fund, Worldwide Multi-Manager Alternatives Fund is offered only as an investment option for variable life and variable annuity insurance contracts. Although the Fund is managed in a manner substantially similar to that of Worldwide Multi-Manager Alternatives Fund, the performance of the Fund can be expected to differ from the performance of the Worldwide Multi-Manager Alternatives Fund because of, among other things, differences in their cash flows, fees and expenses (including sales loads and similar charges), portfolio sizes, positions in specific securities and positions with Sub-Advisers.

The performance presented below reflects the impact of the total operating expenses of Worldwide Multi-Manager Alternatives Fund, which may differ from the total operating expenses of the Fund. For the fiscal year ended December 31, 2008, the Initial Class shares of Worldwide Multi-Manager Alternatives Fund had a total annual operating expense ratio (net of any fee waivers and expense reimbursements by the Adviser, and excluding the fees and expenses incurred indirectly through investments in other mutual funds) of 3.38%. The performance figures for Worldwide Multi-Manager Alternatives Fund assume the reinvestment of all distributions, but do not reflect the deduction of any fees or charges that are imposed by insurance companies in connection with the sale of variable contracts. If the insurance fees or charges were included, the performance results would be lower. Unlike the Fund, shares of Worldwide Multi-Manager Alternatives Fund are not subject to a sales load.

Worldwide Multi-Manager Alternatives Fund is managed by the same management team of the Adviser that manages the Fund and Worldwide Multi-Manager Alternatives Fund has retained substantially the same Sub-Advisers as the Fund. During the performance period identified below, the number and types of investment strategies pursued by the Worldwide Multi-Manager Alternatives Fund (and the number and identity of the sub-advisers


23


FUND PERFORMANCE (continued)


utilized to implement such strategies) was constrained by the size of such fund and the minimum investment requirements of its sub-advisers. In addition, the specific sub-advisers utilized from time to time by Worldwide Multi-Manager Alternatives Fund to implement its investment strategies have changed during the performance period identified below.

The performance information presented does not represent the Fund’s performance and should not be considered a substitute for the Fund’s performance or a prediction of future performance of the Fund. The Fund’s performance may be higher or lower than the performance of the Worldwide Multi-Manager Alternatives Fund.

The following chart shows the average annual total returns of the Worldwide Multi-Manager Alternatives Fund for the stated periods ended December 31, 2008:

 

 

 

 

 

 

 

Worldwide Multi-Manager Alternatives Fund

Average Annual Total Returns

 

 

 

 

As of December 31, 2008

 

 

 

 

 

 

 

 

1 Year

 

5 Year

 

Life of Fund

Initial Class 1

 

 

 

 

 

 

Return Before Taxes

 

 

 

-13.26

%

 

 

 

 

-0.37

%

 

 

 

 

-0.29

%

 

Citigroup Three-Month U.S. Treasury Bill Index (reflects no deductions for fees, expenses or taxes) 2

 

 

 

1.80

%

 

 

 

 

3.10

%

 

 

 

 

2.85

%

 

HFRX Global Hedge Fund Index (reflects no deductions for fees, expenses or taxes) 3

 

 

 

-23.25

%

 

 

 

 

-1.61

%

 

 

 

 

0.04

%

 

S&P 500 (reflects no deductions for fees, expenses or taxes) 4

 

 

 

-36.99

%

 

 

 

 

-2.19

%

 

 

 

 

1.67

%

 

 

1

 

 

 

Initial Class Inception Date: 5/1/03; (index return calculated from 4/30/03).

 

2

 

 

 

The Citigroup Three-Month U.S. Treasury Bill Index measures monthly return equivalents of yield averages that are not marked to market. The Index represents an average of the last three-month Treasury Bill issues, and returns are calculated on a monthly basis.

 

3

 

 

 

The HFRX Global Hedge Fund Index is designed to be representative of the overall composition of the hedge fund universe. It is comprised of eight strategies: convertible arbitrage, distressed securities, equity hedge, equity market neutral, event driven, macro, merger arbitrage, and relative value arbitrage. The strategies are asset weighted based on the distribution of assets in the hedge fund industry.


24



 

4

 

 

 

The S&P 500 Index consists of 500 widely held common stocks, covering four broad sectors (industry, utilities, financials and transportation). It is a market value-weighted index (stock price times shares outstanding), with each stock affecting the Index in proportion to its market value.

 

 

 

 

 

The Citigroup Three-Month U.S. Treasury Bill Index, the HFRX Global Hedge Fund Index and the S&P 500 Index are unmanaged indices and include the reinvestment of all dividends, but do not reflect the deduction of fees, expenses or taxes that are associated with an investment in the Fund. The indices’ performance is not illustrative of the Fund’s performance. Indices are not securities in which investments can be made.


25


FUND EXPENSES


This table shows certain expenses you may incur as an investor in the Fund, either directly or indirectly.

 

 

 

Multi-Manager Alternatives Fund

Shareholder Expenses

 

 

(fees paid directly from your investment)

 

 

 

 

Class I

Maximum Sales Charge (imposed on purchases as a percentage of offering price)

 

 

 

0.00

%

 

Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the net asset value or purchase price)

 

 

 

0.00

%

 

Annual Fund Operating Expenses (Expenses that are deducted from Fund assets)

 

 

Management Fees 1

 

 

 

1.60

%

 

Other Expenses 2

 

 

 

1.50

%

 

Acquired fees and expenses (AFFE) 3

 

 

 

0.18

%

 

Total Annual Fund Operating Expenses 3,4

 

 

 

3.28

%

 

Fees/Expenses Waived or Reimbursed 4,5

 

 

 

0.40

%

 

Net Annual Fund Operating Expenses 3,4,5,6

 

 

 

2.88

%

 

 

1

 

 

 

Pursuant to the Investment Advisory Agreement (“Advisory Agreement”), the Fund pays the Adviser a monthly fee at an annual rate of: (i) 1.00% of the Fund’s average daily net assets that are managed by the Adviser, and not by a Sub-Adviser, and that are invested in Underlying Funds; and (ii) 1.60% of the Fund’s average daily net assets with respect to all other assets of the Fund.

 

2

 

 

 

“Other Expenses” are based on estimated amounts for the current fiscal year and include dividends on securities sold short.

 

3

 

 

 

“Acquired fund fees and expenses” reflect the estimated amount of the fees and expenses incurred indirectly by the Fund through its investments in Underlying Funds.

 

4

 

 

 

The Adviser has contractually agreed to waive fees and reimburse certain operating expenses (excluding interest, dividends paid on securities sold short, taxes and extraordinary expenses) to the extent Total Annual Fund Operating Expenses exceed 1.60% of average daily net assets at least until April 30, 2010. The agreement to limit the Total Annual Fund Operating Expenses is limited to the Fund’s direct operating expenses and, therefore, does not apply to AFFE, which are indirect expenses incurred by the Fund through its investments in Underlying Funds. To minimize the duplication of fees, the Adviser has agreed to waive the management fee it charges to the Fund by any amount it collects as a management fee from an Underlying Fund managed by the Adviser, as a result of an investment of the Fund’s assets in such Underlying Fund.


26



 

5

 

 

 

The Fund indirectly pays a portion of the expenses incurred by the Underlying Funds. Acquired (Underlying) Fund Fees and Expenses is an estimated annualized expense ratio of the Underlying Funds, based upon the allocation of the Fund’s assets among the Underlying Funds at fiscal year end and the historical expense ratio of the Underlying Funds based upon their most recent fiscal period, which are stated on a net basis. The actual indirect expenses incurred by a shareholder will vary based upon the Fund’s actual allocation of its assets among the Underlying Funds and the actual expenses of the Underlying Funds. Certain of the Underlying Funds have agreed to expense limitations that may be in effect for varying periods.

 

6

 

 

 

Excluding dividends paid on securities sold short expense and AFFE, the Total Net Annual Fund Operating Expenses would be 1.60%.

The following table is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same, except for the first year which reflects the fee waiver/reimbursement undertaken by the Adviser. The illustration is hypothetical. Although your actual expenses may be higher or lower, based on these assumptions your costs would be:

 

 

 

 

 

Expense Example

 

 

1 Year

 

3 Year

Class I

 

 

$

 

291

   

 

$

 

973

 

You would pay the following expenses if you did not redeem your shares

 

 

 

 

Class I

 

 

$

 

291

   

 

$

 

973

 

FUND EXPENSES

The Fund bears all expenses of its own operations, other than those incurred by the Adviser or its affiliate under its Advisory Agreement with the Trust on behalf of the Fund. The Adviser may, from time to time, waive the management fee and/or agree to pay some or all expenses of the Fund. This has the effect of increasing the yield and total return of the Fund. The fees of the Sub-Advisers are paid by the Adviser. For a more complete description of Fund expenses, please see the SAI.


27


II. ADDITIONAL INVESTMENT STRATEGIES


OTHER INVESTMENTS, INVESTMENT POLICIES, INVESTMENT TECHNIQUES AND RISKS.

ASSET-BACKED SECURITIES

 

 

 

Definition

 

Asset-backed securities represent securitized pools of consumer loans and other assets unrelated to mortgages.

Risk

 

Asset-backed securities are subject to the risks associated with other debt securities. The asset backing the security may lose value, thereby making the security less secured. In addition, they are subject to the risk of prepayment, which is the possibility that the principal on the underlying loans may be paid earlier than expected, requiring the Fund to reinvest the proceeds at generally lower interest rates. Generally, prepayments will increase during a period of falling interest rates and decrease during a period of rising interest rates. The rate of prepayments also may be influenced by economic and other factors.

 

 

Rates of prepayment that are faster or slower than expected by the Adviser could reduce the Fund’s yield, increase the volatility of the Fund and/or cause a decline in net asset value.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOs)

 

 

 

Definition

 

These securities are backed by a group of mortgages. CMOs are fixed-income securities, rated by agencies like other fixed-income securities.

Risk

 

CMOs are subject to the risks associated with other debt securities. In addition, like other asset- backed securities, CMOs are subject to the risk of prepayment. Please refer to the “asset- backed securities” section above for other risks. The asset backing the security may lose value, thereby making the security less secured. Issuers of CMOs may support interest and principal payments with insurance or guarantees. The Fund may buy uninsured or non-guaranteed CMOs equal in creditworthiness to insured or guaranteed CMOs.


28



FOREIGN CURRENCY TRANSACTIONS

 

 

 

Definition

 

The money issued by foreign governments; the contracts involved in buying and selling foreign money in order to buy and sell foreign securities denominated in that money.

Risk

 

Foreign currencies shift in value against U.S. currency. These relative price swings can make the return on an investment go up or down, entirely apart from the quality or performance of the investment itself. The Fund enters into various hedging contracts to buy and sell foreign currency, including futures contracts (see “Derivative Securities and Structured Notes”, page 12).

INDEXED COMMERCIAL PAPER

 

 

 

Definition

 

For hedging purposes only, the Fund may invest in commercial paper with the principal amount indexed to the difference, up or down, in value between two foreign currencies. The Fund segregates asset accounts with an equivalent amount of cash, U.S. government securities or other highly liquid securities equal in value to this commercial paper.

Risk

 

Principal may be lost, but the potential for gains in principal and interest may help the Fund cushion against the potential decline of the U.S. dollar value of foreign-denominated investments. At the same time, this commercial paper provides an attractive money market rate of return.

LACK OF RELIABLE FINANCIAL INFORMATION

 

 

 

Definition

 

Emerging markets securities issuers are subject to different disclosure requirements than those of issuers in developed countries.

Risk

 

There may not be available reliable financial information which has been prepared and audited in accordance with U.S. or Western European generally accepted accounting principles and auditing standards.


29


ADDITIONAL INVESTMENT STRATEGIES (continued)


LOANS OF PORTFOLIO SECURITIES

 

 

 

Definition

 

The Fund may lend its securities as permitted under the 1940 Act, including by participating in securities lending programs managed by broker-dealers. Broker-dealers must collateralize (secure) these borrowings in full with cash, U.S. government securities or high-quality letters of credit.

Risk

 

If a broker-dealer breaches its agreement either to pay for the loan, to pay for the securities or to return the securities, the Fund may lose money.

MARKET RISK

 

 

 

Definition

 

Market risk is a risk common to the entire class of assets. An investment in the Fund involves “Market Risk”—the risk that securities prices may go up or down. The value of investments may decline over time because of economic changes or other events that impact large portions of the market.

Risk

 

Markets tend to run in cycles with periods when prices generally go up, known as “bull” markets, and periods when stock prices generally go down, referred to as “bear” markets. Stock prices may decline over short or even extended periods not only because of company-specific developments but also due to an economic downturn, a change in interest rates or a change in investor sentiment. Similarly, bond prices fluctuate in value with changes in interest rates, the economy and in the case of corporate bonds, the financial conditions of companies that issue them. In general, bonds decline in value when interest rates rise. While stocks and bonds may react differently to economic events, there are times when stocks and bonds both may decline in value simultaneously.


30



MARKET TIMING OF THE FUND

 

 

 

Definition

 

An attempt to predict future market directions, typically by examining recent price, volume or economic data, and investing based on those predictions.

Risk

 

Although the Adviser uses reasonable efforts to deter short-term trading that may be harmful to a Fund, commonly referred to as “market timing,” the Adviser can give no guarantees that it will be able to detect or prevent shareholders from engaging in short-term trading. If the Adviser is unable to detect and prevent harmful short-term trading, the Fund may incur additional expenses, the Fund’s portfolio management process may be disrupted and long-term shareholders may be disadvantaged.

PARTLY PAID SECURITIES

 

 

 

Definition

 

Securities paid for on an installment basis. A partly paid security trades net of outstanding installment payments—the buyer “takes over payments.”

Risk

 

The buyer’s rights are typically restricted until the security is fully paid. If the value of a partly-paid security declines before the Fund finishes paying for it, the Fund will still owe the payments, but may find it hard to sell and as a result will incur a loss.

REPURCHASE AGREEMENTS

 

 

 

Definition

 

In a repurchase agreement (a “repo”), the Fund acquires a security for a short time while agreeing to sell it back at a designated price and time. The agreement creates a fixed rate of return not subject to market fluctuations. The Fund enters into these agreements generally with member banks of the Federal Reserve System or certain non-bank dealers; these counterparties collateralize the transaction.

Risk

 

There is a risk of a counterparty defaulting on a “repo,” which may result in the Fund losing money.


31


ADDITIONAL INVESTMENT STRATEGIES (continued)


SMALL AND MEDIUM CAPITALIZATION COMPANIES

 

 

 

Definition

 

Companies with a market capitalization below that of the top 200 companies by market capitalization principally traded in the U.S. These companies may have limited product lines, markets or financial resources or depend upon a few key employees.

Risk

 

Investments in securities of small and medium-sized companies involve greater risk than is customarily associated with investing in more established companies. These companies’ stocks may be more volatile and less liquid than the stocks of more established companies. These stocks may have returns that vary, sometimes significantly, from the overall stock market.

WHEN-ISSUED DEBT SECURITIES

 

 

 

Definition

 

Debt securities that trade before issuance, but are delivered and paid for some time after issuance.

Risk

 

Principal and interest of a when-issued security may vary during the period between purchase and delivery so that its value, when the Fund takes possession of it, may be different than when the Fund committed to buy it. The Fund will maintain reserves of cash, U.S. government securities or other liquid high quality securities in a segregated account to offset purchases of when-issued securities.


32



PORTFOLIO HOLDINGS INFORMATION

Generally, it is the Fund’s and Adviser’s policy that no current or potential investor, including any Fund shareholder, shall be provided information about the Fund’s portfolio on a preferential basis in advance of the provision of that information to other investors. A complete description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s SAI.

Limited portfolio holdings information for the Fund is available to all investors on the Van Eck website at www.vaneck.com. This information regarding the Fund’s top holdings and country and sector weightings, updated as of each month-end, is located on this website. Generally, this information is posted to the website within 30 days of the end of the applicable month. This information generally remains available on the website until new information is posted. The Fund reserves the right to exclude any portion of these portfolio holdings from publication when deemed in the best interest of the Fund, and to discontinue the posting of portfolio holdings information at any time, without prior notice.


33


III. SHAREHOLDER INFORMATION


HOW TO BUY, SELL, EXCHANGE OR TRANSFER SHARES; HOW TO CHOOSE A CLASS OF SHARES; SALES CHARGES; HOUSEHOLDING; TAXES; DIVIDENDS AND CAPITAL GAINS AND MANAGEMENT OF THE FUND. (SEE THE SAI FOR ADDITIONAL INFORMATION).

1. HOW TO BUY, SELL, EXCHANGE OR TRANSFER SHARES

INVESTORS ELIGIBLE TO PURCHASE CLASS I SHARES

Class I shares are available for purchase by:

1) institutional investors such as the following:

 

<

 

 

 

Retirement plans introduced by persons not associated with brokers or dealers primarily engaged in the retail securities business and rollover individual retirement accounts from such plans;

 

<

 

 

 

Corporations;

 

<

 

 

 

Tax-exempt employee benefit plans of the Fund’s Adviser or its affiliates;

 

<

 

 

 

Institutional advisory accounts of the Fund’s Adviser or its affiliates;

 

<

 

 

 

A bank, trust company and similar institution investing for its own account or for the account of its trust customers for whom the financial institution is exercising discretion in purchasing shares of the Class, except where the investment is part of a program that requires payment to the financial institution of a Rule 12b-1 fee;

 

<

 

 

 

Registered investment advisors investing on behalf of clients that consist solely of institutions and high net worth-individuals. Institutional class shares are restricted to advisors who are not affiliated or associated with a broker or dealer. Eligible advisors must derive compensation for their services exclusively from their advisory clients;

 

<

 

 

 

Programs sponsored by financial intermediaries where such programs require the purchase of Institutional Class shares; and

2) An Employer-Sponsored Retirement Plan with plan assets of $3 million or more. An “Employer-Sponsored Retirement Plan” includes (a) an employer sponsored pension or profit sharing plan that qualifies (a “Qualified Plan”) under section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), including Code section 401(k), money purchase pension, profit sharing and defined benefits plans; (b) an ERISA-covered 403(b) plan; and (c) certain non-qualified deferred compensation arrangements that operate in a similar manner to a Qualified Plan, such as 457 plans and executive deferred compensation arrangements, but not including employer- sponsored IRAs. A financial intermediary that has a Class I agreement with Van Eck


34



may purchase Class I shares for its own omnibus account on behalf of Employer-Sponsored Retirement Plans.

If you have questions about eligibility, please call 1-800-826-1115.

THROUGH THE TRANSFER AGENT

Accounts may be opened with the Fund’s transfer agent, DST, directly.

The Fund’s mailing address at DST is:

Van Eck Global
P.O. Box 218407
Kansas City, MO 64121-8407

For overnight delivery:

Van Eck Global
210 W. 10th St., 8th Fl.
Kansas City, MO 64105-1802

To telephone the Fund at DST, call Van Eck’s Account Assistance at 1-800-544-4653.

THROUGH A FINANCIAL INTERMEDIARY

Usually, accounts are opened through a financial intermediary. Please contact your financial representative for details.

PURCHASE BY MAIL

To make an initial purchase, complete the Van Eck Account Application and mail it with your check made payable to Van Eck Funds. Subsequent purchases can be made by check with the remittance stub of your account statement. You cannot make a purchase by telephone. We cannot accept third party checks, starter checks, money orders, travelers checks, cashier checks, checks drawn on a foreign bank, or checks not in U.S. Dollars. For further details, see the application or call Account Assistance.

TELEPHONE REDEMPTION—PROCEEDS BY CHECK 1-800-345-8506

Accounts registered in street, nominee, or corporate name and custodial accounts held by a financial institution, including Van Eck sponsored retirement plans, are NOT eligible for this privilege. If your account, however, has the optional Telephone Redemption Privilege, you can redeem up to $50,000 per day. The redemption check must be payable to the registered owner(s) at the address of record (which cannot have been changed within the past 30 days). If you are eligible, you automatically get the Telephone Redemption Privilege (for eligible accounts) unless you specifically refuse it on your Account Application, on broker/agent settlement instructions, or by written notice to DST.


35


SHAREHOLDER INFORMATION (continued)


EXPEDITED REDEMPTION—PROCEEDS BY WIRE 1-800-345-8506

If your account has the optional Expedited Redemption Privilege, you can redeem a minimum of $1,000 or more per day by telephone or written request with the proceeds wired to your designated bank account. This privilege must be established in advance by Application. For further details, see the application or call Account Assistance.

WRITTEN REDEMPTIONS

Your written redemption (sale) request must include:

 

<

 

 

 

Fund and account number.

 

<

 

 

 

Number of shares or dollar amount to be redeemed, or a request to sell “all shares.”

 

<

 

 

 

Signatures of all registered account holders, exactly as those names appear on the account registration, including any additional documents concerning authority and related matters in the case of estates, trusts, guardianships, custodianships, partnerships and corporations, as requested by DST.

 

<

 

 

 

Special instructions, including bank wire information or special payee or address.

A signature guarantee for each account holder will be required if:

 

<

 

 

 

The redemption is for $50,000 or more.

 

<

 

 

 

The redemption amount is wired.

 

<

 

 

 

The redemption amount is paid to someone other than the registered owner.

 

<

 

 

 

The redemption amount is sent to an address other than the address of record.

 

<

 

 

 

The address of record has been changed within the past 30 days.

Institutions eligible to provide signature guarantees include banks, brokerages, trust companies, and some credit unions.

TELEPHONE EXCHANGE 1-800-345-8506

If your account has the optional Telephone Exchange Privilege, you can exchange between Funds of the same Class without any additional sales charge.

All accounts are eligible except for omnibus accounts or those registered in street name and certain custodial retirement accounts held by a financial institution other than Van Eck. For further details regarding exchanges, please see the application, “Limits and Restrictions” and “Unauthorized Telephone Requests” below, or call Account Assistance.


36



WRITTEN EXCHANGES

Written requests for exchange must include:

 

<

 

 

 

The fund and account number to be exchanged out of.

 

<

 

 

 

The fund to be exchanged into.

 

<

 

 

 

Directions to exchange “all shares” or a specific number of shares or dollar amount.

 

<

 

 

 

Signatures of all registered account holders, exactly as those names appear on the account registration, including any additional documents concerning authority and related matters in the case of estates, trusts, guardianships, custodianships, partnerships and corporations, as requested by DST.

For further details regarding exchanges, please see the applicable information in “Telephone Exchange.”

TRANSFER OF OWNERSHIP

Requests must be in writing and provide the same information and legal documentation necessary to redeem and establish an account, including the social security or tax identification number of the new owner.

REDEMPTIONS IN KIND

The Fund reserves the right to redeem its shares “in kind.” A description of “in kind” redemptions can be found in the SAI.

CERTIFICATES

Certificates are not available to investors with Class I accounts.

LIMITS AND RESTRICTIONS

Frequent Trading Policy

The Board of Trustees has adopted policies and procedures reasonably designed to deter frequent trading in shares of the Fund, commonly referred to as “market timing,” because such activities may be disruptive to the management of the Fund’s portfolio and may increase Fund expenses and negatively impact the Fund’s performance. As such, the Fund may reject a purchase or exchange transaction or restrict an account from investing in the Fund for any reason if the Adviser, in its sole discretion, believes that a shareholder is engaging in market timing activities that may be harmful to the Fund. The Fund discourages and does not accommodate frequent trading of shares by its shareholders.

The Fund invests portions of its assets in securities of foreign issuers, and consequently may be subject to an increased risk of frequent trading activities because frequent traders may take advantage of time zone


37


SHAREHOLDER INFORMATION (continued)


differences between the foreign markets in which the Fund’s portfolio securities trade and the time as of which the Fund’s net asset value is calculated (“time-zone arbitrage”). The Fund’s investments in other types of securities may also be susceptible to frequent trading strategies. These investments include securities that are, among other things, thinly traded, traded infrequently, or relatively illiquid, which have the risk that the current market price for the securities may not accurately reflect current market values. The Fund has adopted fair valuation policies and procedures intended to reduce the Fund’s exposure to potential price arbitrage. However, there is no guarantee that the Fund’s net asset value will immediately reflect changes in market conditions.

The Fund uses a variety of techniques to monitor and detect abusive trading practices, such as monitoring purchases, redemptions and exchanges that meet certain criteria established by the Fund, and making inquiries with respect to such trades. If a transaction is rejected or an account restricted due to suspected market timing, the investor or his or her financial adviser will be notified.

With respect to trades that occur through omnibus accounts at intermediaries, such as broker-dealers and third party administrators, the Fund requires all such intermediaries to agree to cooperate in identifying and restricting market timers in accordance with the Fund’s policies and will periodically request customer trading activity in the omnibus accounts based on certain criteria established by the Fund. There is no assurance that the Fund will request such information with sufficient frequency to detect or deter excessive trading or that review of such information will be sufficient to detect or deter excessive trading in omnibus accounts effectively.

Although the Fund will use reasonable efforts to prevent market timing activities in the Fund’s shares, there can be no assurances that these efforts will be successful. As some investors may use various strategies to disguise their trading practices, the Fund’s ability to detect frequent trading activities by investors that hold shares through financial intermediaries may be limited by the ability and/or willingness of such intermediaries to monitor for these activities.

For further details, contact Account Assistance.

Unauthorized Telephone Requests

Like most financial organizations, Van Eck, the Fund and DST may only be liable for losses resulting from unauthorized transactions if reasonable procedures designed to verify the caller’s identity and authority to act on the account are not followed.


38



If you do not want to authorize the Telephone Exchange or Redemption privilege on your eligible account, you must refuse it on the Account Application, broker/agent settlement instructions, or by written notice to DST. Van Eck, the Fund, and DST reserve the right to reject a telephone redemption, exchange, or other request without prior notice either during or after the call. For further details, contact Account Assistance.

AUTOMATIC SERVICES

Automatic Investment Plan

You may authorize DST to periodically withdraw a specified dollar amount from your bank account and buy shares in your Fund account. For further details and to request an Application, contact Account Assistance.

Automatic Exchange Plan

You may authorize DST to periodically exchange a specified dollar amount for your account from one Fund to another Fund in Class I shares. For further details and to request an Application, contact Account Assistance.

Automatic Withdrawal Plan

You may authorize DST to periodically withdraw (redeem) a specified dollar amount from your Fund account and mail a check to you for the proceeds. Your Fund account must be valued at $10,000 or more at the current offering price to establish the Plan. For further details and to request an Application, contact Account Assistance.

MINIMUM PURCHASE

Each class can set its own transaction minimums and may vary with respect to expenses for distribution, administration and shareholder services.

For the Class I shares, an initial purchase by an institutional investor of $1 million is required, or a purchase must be made by an Employer-Sponsored Retirement Plan with plan assets of $3 million or more.

To be eligible to purchase Class I shares, you must also qualify as specified in “How to Choose a Class of Shares”.

ACCOUNT VALUE AND REDEMPTION

If the value of your account falls below $500,000 after the initial purchase, the Fund reserves the right to redeem your shares after 30 days notice to you.

HOW FUND SHARES ARE PRICED

The Fund buys or sells its shares at its net asset value, or NAV, per share next determined after receipt of a purchase or redemption plus any


39


SHAREHOLDER INFORMATION (continued)


applicable sales charge. The Fund calculates its NAV every day the New York Stock Exchange (NYSE) is open, as of the close of regular trading on the NYSE, which is normally 4:00 p.m. Eastern Time.

You may enter a buy or sell order when the NYSE is closed for weekends or holidays. If that happens, your price will be the NAV calculated as of the close of the next regular trading session of the NYSE. The Fund may invest in certain securities which are listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares. As a result, the NAV of the Fund’s shares may change on days when shareholders will not be able to purchase or redeem shares.

The Fund’s investments are generally valued based on market quotations. When market quotations are not readily available for a portfolio security, or in the opinion of the Adviser do not reflect the security’s fair value, the Fund will use the security’s “fair value” as determined in good faith in accordance with the Funds’ Fair Value Pricing Procedures, which have been approved by the Board of Trustees. As a general principle, the current fair value of a security is the amount which the Fund might reasonably expect to receive for the security upon its current sale. The Fund’s Pricing Committee, whose members are selected by the senior management of the Adviser, is responsible for recommending fair value procedures to the Board of Trustees and for administering the process used to arrive at fair value prices.

Factors that may cause the Fund to use the fair value of a portfolio security to calculate the Fund’s NAV include, but are not limited to: (1) market quotations are not readily available because a portfolio security is not traded in a public market or the principal market in which the security trades is closed, (2) trading in a portfolio security is limited or suspended and not resumed prior to the time at which the Fund calculates its NAV, (3) the market for the relevant security is thin, or “stale” because its price doesn’t change in five consecutive business days, (4) the Adviser determines that a market quotation is inaccurate, for example, because price movements are highly volatile and cannot be verified by a reliable alternative pricing source, or (5) where a significant event affecting the value of a portfolio security is determined to have occurred between the time of the market quotation provided for a portfolio security and the time at which the Fund calculates its NAV.

In determining the fair value of securities, the Pricing Committee will consider, among other factors, the fundamental analytical data relating to the security, the nature and duration of any restrictions on disposition of the


40



security, and the forces influencing the market in which the security is traded.

Foreign securities in which the Fund invests may be traded in markets that close before the time that the Fund calculates its NAV. Foreign securities are normally priced based upon the market quotation of such securities as of the close of their respective principal markets, as adjusted to reflect the Adviser’s determination of the impact of events, such as a significant movement in the U.S. markets occurring subsequent to the close of such markets but prior to the time at which the Fund calculates its NAV.

Certain of the Fund’s portfolio securities are valued by an outside pricing service approved by the Board of Trustees. The pricing service may utilize an automated system incorporating a model based on multiple parameters, including a security’s local closing price (in the case of foreign securities), relevant general and sector indices, currency fluctuations, and trading in depositary receipts and futures, if applicable, and/or research evaluations by its staff, in determining what it believes is the fair valuation of the portfolio securities valued by such pricing service.

There can be no assurance that the Fund could purchase or sell a portfolio security at the price used to calculate the Fund’s NAV. Because of the inherent uncertainty in fair valuations, and the various factors considered in determining value pursuant to the Fund’s fair value procedures, there can be significant deviations between a fair value price at which a portfolio security is being carried and the price at which it is purchased or sold. Furthermore, changes in the fair valuation of portfolio securities may be less frequent, and of greater magnitude, than changes in the price of portfolio securities valued by an independent pricing service, or based on market quotations.

2. HOW TO CHOOSE A CLASS OF SHARES

The Fund operates in a multiple class structure. A multiple class fund is an open-ended investment company that issues two or more classes of shares representing interests in the same investment portfolio. In addition to Class I shares, the Fund offers Class A shares.

The Fund offers two classes of shares with different sales charges and 12b-1 fee schedules, designed to provide you with different purchase options according to your investment needs. Class A shares are offered to the general public. No money market fund is available for exchange with Class I shares. Class I shares are offered only to eligible institutional investors, usually through financial intermediaries.


41


SHAREHOLDER INFORMATION (continued)


You should review information relating to share class expenses with your financial intermediary prior to purchasing shares of the Fund.

 

<

 

 

 

CLASS A Shares are offered at net asset value plus an initial sales charge at time of purchase of up to 5.75% of the public offering price. The initial sales charge is reduced for purchases of $25,000 or more. No sales charge is imposed on purchases of $1,000,000 or more. The 12b-1 fee is 0.25% annually. For further information on Class A sales charges and any “breakpoint” and other discounts, please refer to the separate prospectus for Class A shares of the Fund.

 

<

 

 

 

CLASS I Shares are offered with no sales charges on purchases, no contingent deferred redemption charge (CDRC) and no 12b-1 fee. To be eligible to purchase Class I shares, you must be either an institutional investor that is making or has made an initial investment of at least $1 million or an Employer-Sponsored Retirement Plan with plan assets of $3 million or more.

3. SALES CHARGES

No initial sales charge, CDRC or 12b-1 fee is imposed on Class I shares. For sales charges associated with the Class A shares, see the Class A shares prospectus.

4. HOUSEHOLDING OF REPORTS AND PROSPECTUSES

If more than one member of your household is a shareholder of any of the funds in the Van Eck Family of Funds, regulations allow us to deliver single copies of your shareholder reports, prospectuses and prospectus supplements to a shared address for multiple shareholders. For example, a husband and wife with separate accounts in the same fund who have the same shared address generally receive two separate envelopes containing the same report or prospectus. Under the new system, known as “householding,” only one envelope containing one copy of the same report or prospectus will be mailed to the shared address for the household. This new system will not affect the delivery of individual transaction confirmations, account statements, and annual tax information, which will continue to be mailed separately to each shareholder. You may benefit from this new system in two ways, a reduction in mail you receive and a reduction in fund expenses due to lower fund printing and mailing costs. However, if you prefer to continue to receive separate shareholder reports and prospectuses for each shareholder living in your household now or at any time in the future, please call Account Assistance at 1-800-544-4653.


42



5. FEDERAL INCOME TAXES

TAXATION OF DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS YOU RECEIVE

For tax-reportable accounts, dividends and capital gains distributions are normally taxable even if they are reinvested. Certain dividends are treated as qualified dividend income, taxable at long-term capital gain rates. Other dividends and short-term capital gains are taxed as ordinary income and not as qualified dividend income. Long- term capital gains are taxed at long-term capital gain rates. Tax laws and regulations are subject to change.

TAXATION OF SHARES YOU SELL

For tax-reportable accounts, when you redeem your shares you may incur a capital gain or loss on the proceeds. The amount of gain or loss, if any, is the difference between the amount you paid for your shares (including reinvested dividends and capital gains distributions) and the amount you receive from your redemption. Be sure to keep your regular statements; they contain the information necessary to calculate the capital gain or loss.

An exchange of shares from one fund in the Van Eck family of funds to another fund will be treated as a sale and purchase of fund shares. It is therefore a taxable event.

NON-RESIDENT ALIENS

Dividends and short-term capital gains, if any, made to non-resident aliens are subject to a withholding tax (or lower tax treaty rates for certain countries). The Internal Revenue Service considers these dividends U.S. source income. Short term capital gains, if any, may be subject to withholding. Currently, the Fund is not required to withhold tax from distributions of long-term capital gains or redemption proceeds if non-resident alien status is properly certified.


43


SHAREHOLDER INFORMATION (continued)


6. DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

Dividends and capital gains distributions are generally declared and paid annually in December. See your tax adviser for details. Short-term capital gains are treated like dividends and follow that schedule. Occasionally, a dividend and/or capital gains distribution may be made outside of the normal schedule.

 

 

 

 

 

Dividends and Capital Gains Distribution Schedule

Fund

 

Dividends and
Short-Term Capital Gains

 

Distribution of
Long-Term Capital Gains

 

 

 

 

 

Multi-Manager Alternatives Fund-I

 

December

 

December

Dividends and Capital Gains Distributions Reinvestment Plan

Dividends and/or capital gains distributions are automatically reinvested into your account without a sales charge, unless you elect a cash payment. You may elect cash payment either on your original Account Application, or by calling Account Assistance at 1-800-544-4653.


44



7. MANAGEMENT OF THE FUND


45


SHAREHOLDER INFORMATION (continued)


INFORMATION ABOUT FUND MANAGEMENT

RECENT DEVELOPMENTS

The Board of Trustees has conducted an independent investigation to determine if the Adviser or any of its affiliates engaged in improper or wrongful activity that may have caused a loss to one or more of the Van Eck Funds (the “Funds”) in connection with past market timing activities by certain investors in the Funds. The Board and the Adviser are currently working to resolve outstanding issues relating to these matters.

INVESTMENT ADVISER

Van Eck Associates Corporation, located at 335 Madison Avenue, 19th Floor, New York, NY 10017, has been an investment adviser since 1955 and also acts as adviser to private investment funds and as adviser or sub-adviser to other mutual funds, hedge funds, pension plans and other investment accounts. The Adviser performs accounting and administrative services for the Fund.

John C. van Eck and members of his immediate family own 100% of the voting stock of the Adviser. As of December 31, 2008, the Adviser’s assets under management were approximately $8.1 billion.

Fees Paid to the Adviser

Pursuant to the Advisory Agreement, the Fund pays the Adviser a monthly fee at an annual rate of: (i) 1.00% of the Fund’s average daily net assets that are managed by the Adviser, and not by a Sub-Adviser, and that are invested in Underlying Funds; and (ii) 1.60% of the Fund’s average daily net assets with respect to all other assets of the Fund.

The fee the Fund pays the Adviser is higher than fees typically paid by other mutual funds. This higher fee is attributable in part to the higher expenses and the specialized skills associated with managing alternative investment strategies associated with absolute return target objectives.

Adviser’s Investment Committee and Portfolio Managers

The investment committee of the Adviser is responsible for the day-to-day management of the Fund including portfolio construction, manager selection and monitoring of the Fund’s assets. The investment committee is comprised of the following portfolio managers: Peter Liao, Michael F. Maizer and Jan F. van Eck. Explorer advises the investment committee on Sub-Adviser and Underlying Fund selection. Below is a brief biography of each investment committee member.


46



Peter Liao
Portfolio Manager/Investment Committee Member

Hao-Hung (Peter) Liao has been employed by the Adviser since the summer of 2004. Mr. Liao attended New York University from 2000 to 2004 where he received a Bachelor of Arts majoring in mathematics and economics. Prior to Mr. Liao’s current role of portfolio manager to certain funds, Mr. Liao served as investment analyst for the Fund where his role included manager review, performance attribution, changes in manager mandates and risk management. In addition to serving as a portfolio manager for the fund, Mr. Liao serves as the portfolio manager of 17 portfolios of the Market Vectors ETF Trust and of the Worldwide Multi-Manager Alternatives Fund, a series of the Van Eck Worldwide Insurance Trust. Mr. Liao does not manage any other accounts of any type for the Adviser.

Michael F. Mazier
Portfolio Manager/Investment Committee Member

Michael F. Mazier has been employed by the Adviser since August 2007. Prior to joining the Adviser, Mr. Mazier served as a bond analyst in the Fixed Income Research department of Morgan Stanley. He was also Vice President at Merrill Lynch Global Research Department, where he covered closed-end funds. Mr. Mazier graduated from Syracuse University in 1983 with a Bachelor of Science majoring in Electrical Engineering; graduated from Villanova University in 1986 with a Master of Science in Computer Engineering; and graduated from Columbia Business School in 1990 with a Master of Business Administration.

Jan F. van Eck
Portfolio Manager/Investment Committee Member

Jan F. van Eck has been the Executive Vice President, Director and Owner of the Advisor since July 1993 (and of its predecessor since January 1985 and Co-Chief Executive Officer since March 2009). He has also held the following positions: Director of Van Eck Securities Corporation since January 1985; Executive Vice President of Van Eck Securities Corporation from June 1991 until September 1998 and additionally Chief Compliance Officer from April 2005 to August 2008; Trustee of Market Vectors ETF Trust (the “ETF Trust”) since May 2006 and President and Chief Executive Officer of the ETF Trust since March 2009; and President and Director of Van Eck Absolute Return Advisers Corporation since May 1997. From December 1995 to February 1998, he managed a joint venture with a leading domestic Chinese brokerage firm. Mr. van Eck has a J.D. from Stanford University and he graduated Phi Beta Kappa from Williams College with a major in Economics.


47


SHAREHOLDER INFORMATION (continued)


SUB-ADVISERS

Currently, the Fund has agreements with eight Sub-Advisers.

As noted above, Explorer, a Sub-Adviser to the Fund, will assist the Adviser in determining the appropriate allocation of the Fund’s assets among the Fund’s other Sub-Advisers as well as Underlying Funds, and in the Sub-Adviser selection and monitoring process. Explorer will not directly manage assets of the Fund. Explorer is located at 237 Park Avenue, Suite 900, New York, New York 10017 and as of December 31, 2008, assets under management were approximately $88 million.

In addition, the Adviser has entered into sub-advisory agreements with respect to the Fund with the following Sub-Advisers, one or more of which may be selected from time to time by the Adviser, in consultation with Explorer, to manage a portion of the Fund’s assets.

Clutterbuck Capital Management LLC (“CCM”), 200 Public Square, Suite 2910, Cleveland, Ohio 44113, is a registered investment manager. As of December 31, 2008, assets under management were approximately $70 million.

Columbus Circle Investors (“CCI”), One Station Place, Stamford, Connecticut 06902, is an institutional management firm and general partnership. As of December 31, 2008, assets under management were approximately $11 billion.

Dix Hills Partners, LLC (“Dix Hills”), 50 Jericho Quadrangle, Suite 117, Jericho, New York 11753, has a variety of interest rate anticipation strategies driven from its proprietary forecasting frameworks. As of December 31, 2008 assets under management were approximately $622 million.

Lazard Asset Management LLC (“LAM”), 30 Rockefeller Plaza, New York, New York 10112, is a subsidiary of Lazard Frères & Co., LLC, a global investment bank. As of December 31, 2008, assets under management were approximately $80 billion.

Martingale Asset Management, L.P. (“Martingale”), 222 Berkeley Street, Boston, Massachusetts 02116, formed in 1987, is owned by 12 employee-partners and Martingale Asset Management Corporation (which owns more than 25% of the partnership and serves as general partner). As of December 31, 2008, assets under management were approximately $3 billion.

PanAgora Asset Management, Inc. (“PanAgora”), 470 Atlantic Avenue, 8th Floor, Boston, Massachusetts 02110, formed in 1989, is owned by key employees, Nippon Life Insurance Company (Japan), and Putnam


48



Investments. As of December 31, 2008 assets under management were approximately $13 billion.

Tetra Capital Management LLC (“Tetra”), One International Place, Boston, Massachusetts 02110, formed in January 2003, is a registered investment adviser with the SEC. As of December 31, 2008, assets under management were approximately $33 million.

The Sub-Advisers will be engaged to manage the investments of the Fund according to the Fund’s investment objective, policies and limitations and any investment guidelines established by the Adviser and the Board of Trustees. The Adviser will pay the Sub-Advisers out of the advisory fee paid to the Adviser pursuant to the Advisory Agreement. The Fund is not responsible for the payment of the Sub-Advisory fee.

Sub-Advisers for the Fund are selected by reviewing a wide range of factors in evaluating each Sub-Adviser including, but not limited to, past investment performance during various market conditions, investment strategies and processes used, structures of portfolios and risk management procedures, reputation, experience and training of key personnel, correlation of performance results with other Sub-Advisers, assets under management and number of clients. The Adviser may, subject to the approval of the Board of Trustees, change Sub-Advisers engaged by the Adviser to conduct the investment programs of the Fund without shareholder approval, pursuant to an exemptive order granted by the SEC. Explorer will assist the Adviser in the Sub-Adviser selection and monitoring process.

A discussion regarding the basis for the Board of Trustees’ approval of the Advisory Agreement and sub-advisory agreements will be available in the Trust’s semi-annual report to shareholders for the period ended June 30, 2009.

SUB-ADVISERS’ PORTFOLIO MANAGERS

CCI

Oliver A. Marti
Managing Director/Portfolio Manager Healthcare
Columbus Circle Investors

Oliver Marti joined Columbus Circle Investors in November 1999 and is one of six managing partners. Prior to this, he was the Senior Healthcare Analyst at Pequot Capital Management. Mr. Marti previously worked as a Healthcare Equity Research Analyst at Morgan Stanley. Mr. Marti started his career on Wall Street as an Analyst in Morgan Stanley’s Investment Banking


49


SHAREHOLDER INFORMATION (continued)


Group. He graduated in three years from Brown University Summa Cum Laude with a double major in Economics and Business Management.

Andrew W. Oberwager, MD., CFA
Vice President/Co-Portfolio Manager Healthcare
Columbus Circle Investors

Andrew Oberwager joined Columbus Circle Investors in February 2002. Prior to becoming Vice President/Co-Portfolio Manager, he held the position of Senior Securities Analyst. Dr. Oberwager received his Medical Doctor degree from Harvard Medical School in 2001. He previously worked at The University of Pennsylvania’s Institute For Human Gene Therapy, conducting molecular biology laboratory research. He received his B.A. from Princeton University in 1997. Dr. Oberwager has earned the right to use the Chartered Financial Analyst designation and he is a member of the New York Society of Security Analysts.

CCM

Robert T. Clutterbuck
Portfolio Manager
Clutterbuck Capital Management LLC (Cleveland)

Robert T. Clutterbuck is the Managing Director and Founder of CCM. Mr. Clutterbuck is the Portfolio Manger for the Fund as well as CF Special Situation Fund I LP and all accounts. Mr. Clutterbuck founded CCM in March of 2006. Prior to starting CCM, he has over 30 years of experience at McDonald Investments Inc. Mr. Clutterbuck specializes in investing in distressed securities and special situation investments. Prior to assuming his roles in the Executive Office of McDonald, Mr. Clutterbuck spent his entire career in fixed income. His focus, both as a trader committing for the firm’s inventory and positions he placed in McDonald’s Long-Term Investment Account, was consistently deep value oriented. Mr. Clutterbuck was Chairman of Key Capital Partners, which provided brokerage, capital markets, insurance, investment banking and asset management expertise to business and private clients nationwide. Mr. Clutterbuck was also Chief Executive Officer of McDonald Investments Inc. and was a Senior Executive Vice President of KeyCorp. Mr. Clutterbuck worked as a summer intern at McDonald & Co. for several years while in college. He joined McDonald & Co. in the Municipal Bond Department in June 1974. In April 1977, he was named a general partner of McDonald & Co., the second youngest partner in the firm’s history. In 1982, he was named head of the Municipal Trading, Underwriting & Sales departments, a post he held until January 1994. In January 1994, Mr. Clutterbuck was named Chief Financial Officer and Executive Managing Director of McDonald & Co. Securities, Inc. and


50



Treasurer of McDonald & Co. Investments, Inc. In August 1995, he was named President and Chief Operating Officer of McDonald & Co. Securities, Inc. In October 2000, Mr. Clutterbuck was named Chairman and Chief Executive Officer of Key Capital Partners and Chief Executive Officer of McDonald Investments Inc. In the fall of 2003, Mr. Clutterbuck began managing special situation investments for high net worth individuals and institutions.

In the spring of 2006, Mr. Clutterbuck founded Clutterbuck Funds LLC. Mr. Clutterbuck earned his bachelor’s degree from Ohio Wesleyan University in 1972, where he was in Phi Beta Kappa. He graduated from the Wharton School, University of Pennsylvania in 1974 with an MBA.

Ryan R. Crane
Portfolio Manager
Clutterbuck Capital Management LLC (Cleveland)

Ryan R. Crane has been with CCM since inception. Mr. Crane is a Portfolio Manager for the Fund as well as CF Special Situation Fund I LP and all accounts. Mr. Crane’s focus and responsibilities include identifying unique investment and trading opportunities, research analysis and trading positions in the portfolio. Along with Mr. Clutterbuck, Mr. Crane is in charge of managing the portfolio on a day to day basis and overseeing all current and prospective investments for the Fund and all managed accounts. Prior to joining CCM he worked for McDonald Investments managing individual accounts. Prior to McDonald he worked at Stonehenge Capital where he was responsible for identifying, analyzing and monitoring various private equity and debt investments. Prior to Stonehenge, Mr. Crane worked in the Corporate Finance Group at JP Morgan where he participated in financial restructurings, mergers and acquisitions and debt and equity investments. Mr. Crane graduated cum laude from Miami University in Ohio in 1999.

Robert C. Clutterbuck
Portfolio Manager
Clutterbuck Capital Management LLC (Cleveland)

Robert C. Clutterbuck has been with CCM since inception. Mr. Clutterbuck is a Portfolio Manager for the Fund as well as CF Special Situation Fund I LP and all accounts. Mr. Clutterbuck’s focus and responsibilities include identifying unique investment and trading opportunities, research analysis and trading positions in the portfolio. Along with Mr. Crane, Mr. Clutterbuck is in charge of managing the portfolio on a day to day basis and overseeing all current and prospective investments for the Fund and all accounts. Prior to joining CCM he worked for McDonald Investments managing individual accounts. Prior to McDonald he worked in New York with Lazard Freres in


51


SHAREHOLDER INFORMATION (continued)


the Corporate Finance Group. At Lazard, Mr. Clutterbuck participated in the structuring of debt and equity capital investments, mergers and acquisitions and financial restructurings. Mr. Clutterbuck graduated cum laude from Miami University in Ohio in 2002

Dix Hills

Joseph Baggett, CFA
Portfolio Manager and Managing Member
Dix Hills Partners, LLC

Joseph Baggett is a founder and Senior Portfolio Manager for Dix Hills Partners, LLC and its affiliate management company, Dix Hills Associates, LLC. Until his departure in January 2003, Mr. Baggett served as Executive Director, Quantitative Investments Group, UBS Global Asset Management in New York. At UBS, Mr. Baggett was senior portfolio manager/research analyst for the quantitatively driven investment strategy group that managed over $6 billion in assets. Mr. Baggett served as Model Developer and Portfolio Manager for Quantitative Fixed Income Strategies and the Quantitative Allocation, LLC (“Q.A.”). Additionally, Mr. Baggett was also a member of the Portfolio Management Team for UBS Tactical Allocation Fund, a $3 billion, fully flexible mutual fund that allocated between stocks (S&P 500), bonds (intermediate-term Treasury notes) and cash on the basis of a quantitatively-driven market valuation model. He has extensive experience in other traditional quantitative disciplines as well, including portfolio optimization, indexation, stock selection models, performance attribution/analysis, risk management and securities and derivatives trading. At UBS, he was also actively involved in marketing these products to institutional and individual prospects. Prior to UBS Asset Management, Mr. Baggett worked as an Economist at PaineWebber, Inc., part of a three-person unit that produced the firm’s U.S. economic growth, inflation and interest rate outlooks. Prior to PaineWebber, Mr. Baggett worked at the Federal Reserve Bank of New York as an Assistant Economist, Domestic Financial Markets Division. Mr. Baggett holds a B.A. in Economics from Columbia University (1989 Summa Cum Laude, Phi Beta Kappa). He also attended the University Of Chicago Graduate School Of Business, completing the first year of a two year M.B.A. program with a 4.0 G.P.A (He did not complete his second year as he accepted a position at PaineWebber’s Asset Management division during his summer internship).


52



Explorer

Stephen H. Scott
CIO, Founder
Explorer Alternative Management, LLC

Stephen H. Scott, Jr. is responsible for all day-to-day management duties, including performing research, due diligence and asset allocation, selecting underlying trading advisers for the master fund’s managed accounts, monitoring the managed accounts and managing the Investment Manager’s staff. In 1995, Mr. Scott was a founding member of the general partner of the Pinnacle Fund, a multi-manager investment limited partnership. Subsequent to the acquisition of Pinnacle, Mr. Scott formed Highlander Partners LLC in 1998 and served as the managing general partner of The Highlander Fund and The Highlander Opportunity Fund LP. Mr. Scott entered the securities industry with member firm trading partnerships on the American Stock Exchange. In 1992, he joined Merrill Lynch & Co. as a registered investment adviser. Mr. Scott earned a Bachelor of Science degree in Administration from The University of Florida.

Seth P. Platt
CFO, Founder
Explorer Alternative Management, LLC

Seth Platt oversees the operations and marketing activities of Explorer. Mr. Platt oversees interactions between Explorer and its service providers. Mr. Platt is also responsible for managing external reporting by the administrator. Prior to joining Explorer, Mr. Platt served as Chief Financial Officer, Director of Marketing and Client Services, and Director of Private Equity for Circle T Partners from May 2000 to January 2006. Prior to joining Circle T Partners, Mr. Platt worked from 1999 to April 2000 at MMJ Investments and Ramius Capital Group. Prior to that, Mr. Platt worked for Montgomery Securities in 1997 as an analyst in the investment banking division. Mr. Platt earned a Bachelor of Arts degree in Psychology from Emory University in 1997.

LAM

David Cleary, CFA
Managing Director, Portfolio Manager/Analyst
Lazard Asset Management LLC (New York)

David R. Cleary is a Managing Director of LAM and is currently responsible for the management of the Lazard Capital Allocator Series (“LCAS”). The LCAS is a global tactical asset allocation investment product, which implements portfolio themes primarily through index and index-like investment vehicles, such as ETFs. Mr. Cleary works on asset allocation


53


SHAREHOLDER INFORMATION (continued)


modeling and total portfolio risk management and sits on the LCAS Investment Advisory Board. Previously, he spent nine years as a Fixed Income Senior Portfolio Manager at Lazard with a focus on risk control, sector allocation and total portfolio management. Mr. Cleary began working in the investment field in 1987. Prior to joining Lazard in 1994, Mr. Cleary worked as a Portfolio Manager with Union Bank of Switzerland and an Assistant Treasurer with IBJ Schroeder, both primarily in fixed income asset management. He has a BS from Cornell University. Mr. Cleary is a member of the New York Society of Security Analysts (NYSSA) as well as the CFA Institute.

Christopher Komosa, CFA
Senior Vice President, Portfolio Manager
Lazard Asset Management LLC (New York)

Christopher Komosa is a Senior Vice President of LAM and a Portfolio Manager/Analyst on the LCAS team. He began working in the investment field in 1986. Prior to joining Lazard in 2006, Mr. Komosa held positions as a portfolio manager at Permal Asset Management and Pinnacle International Management. Previously he was a hedge fund manager/analyst at Caxton Associates and Graham Capital. Mr. Komosa has an MBA from the Darden School at the University of Virginia and a BA in Economics from Washington and Lee University. He is a member of the CFA Institute.

Martingale

William E. Jacques, CFA
Executive Vice President and Chief Investment Officer
Martingale Asset Management, L.P.

William Jacques is a Partner, Executive Vice President and Chief Investment Officer of Martingale, where he oversees portfolio management, investment research and trading. Prior to founding the firm, Mr. Jacques was a Trustee and Vice President of Batterymarch Financial Management from 1984 to 1987, where he was involved in quantitative research and portfolio management as an investment strategist. Before joining Batterymarch, Mr. Jacques was a Vice President of JP Morgan Investment Management where he began his career as a research analyst in 1976. Mr. Jacques graduated from Lafayette College with a B.A. in both mathematics and economics. He earned his M.B.A. in finance at the Wharton School. He is a CFA charterholder and a member of the New York Society of Security Analysts.


54



Samuel Nathans, CFA
Senior Vice President and Senior Portfolio Manager
Martingale Asset Management, L.P.

Samuel Nathans is a Partner of Martingale, responsible for creating and monitoring client portfolios. He joined Martingale in 1999, following a brief association with Miller Tabak + Co. During 1997-1998, Mr. Nathans was the Portfolio Manager and Director of Research for the AIG Equity Market Neutral Fund, a quantitative long/short hedge fund. He handled all research, programming, portfolio construction and trading aspects of the AIG fund. From 1995-1997, Mr. Nathans developed and managed quantitative strategies in the U.S. and overseas equity markets for M.D. Sass Investor Services, Inc. Prior to his tenure with M.D. Sass, Mr. Nathans was Director of Trading and Developmental Research at Saje Asset Management. Mr. Nathans holds a J.D. from Emory University and a B.S. in public policy studies from Duke University. He is a CFA charterholder and a member of the Boston Security Analysts Society.

James M. Eysenbach, CFA
Senior Vice President and Director of Research
Martingale Asset Management, L.P.

James M. Eysenbach, CFA is a Partner, Senior Vice President, Director of Research and a member of the Management Committee. In addition to daily portfolio management responsibilities, Mr. Eysenbach is involved in research to enhance Martingale’s proprietary equity valuation approach and portfolio construction process. Prior to joining Martingale in 2004, Mr. Eysenbach was a private investor from 2002-2003. From 1991 to 2001, Mr. Eysenbach was a managing director and director of quantitative products at Scudder Investments. Mr. Eysenbach earned an A.B. in economics from Bowdoin College and an M.B.A. in finance and accounting from the Anderson School at the University of California at Los Angeles. He is a CFA charterholder and a member of the Boston Security Analysts Society.

PanAgora

Bryan D. Belton, CFA
Director, Macro-Strategies
PanAgora Asset Management, Inc.

Bryan D. Belton is a Director within the Macro-Strategies group. Mr. Belton is responsible for the daily management of the firm’s global fixed income and currency portfolios. Prior to joining PanAgora, Mr. Belton was the Investment Portfolio Officer at the Federal Home Loan Bank of Boston. In that role, he was responsible for actively managing and hedging all of the Bank’s long-term investment portfolios. Before joining the Federal Home


55


SHAREHOLDER INFORMATION (continued)


Loan Bank of Boston, Mr. Belton was a Senior Manager at Investors Bank & Trust Company. Mr. Belton is a CFA charterholder and has 11 years of investment industry experience. He received an M.S.F. from Northeastern University and an A.B. from Boston College.

Patrick O. Bresnehan, CFA
Director, Macro-Strategies
PanAgora Asset Management, Inc.

Patrick O. Bresnehan is a Director of Macro-Strategies responsible for the daily management of PanAgora’s top-down strategies, including TAA, Risk Parity and Global Equity Portable Alpha. He also assists with the management of the firm’s Global Fixed Income portfolios. Prior to joining PanAgora, Mr. Bresnehan was a Senior Vice President and Product Director at Fleet Investment Advisors, Boston (now Columbia Management Group). As such, he was responsible for a team of institutional Fixed Income portfolio managers and traders managing investment-grade strategies for institutional clients. Before joining Fleet Investment Advisors, Mr. Bresnehan was a Fixed Income Portfolio Manager at Scudder, Stevens and Clark, Inc. Mr. Bresnehan is a CFA charterholder with 20 years of investment industry experience. He received an M.S. from Boston College and a B.A. from Norwich University.

Edward Qian, Ph.D., CFA
Chief Investment Officer and Head of Research, Macro Strategies
PanAgora Asset Management, Inc.

Edward Qian is Chief Investment Officer and Head of Research, Macro Strategies. His primary responsibilities include investment research and portfolio management in PanAgora’s Macro-Strategies group. As a member of the Dynamic Modeling group, Dr. Qian contributes to model research and enhancements. Prior to joining PanAgora, Dr. Qian was a Senior Analyst in Putnam Investment’s Global Asset Allocation Group. Before joining Putnam, he was a fixed-income Quantitative Analyst at Back Bay Advisors. He also worked at 2100 Capital Group on hedge fund investments in 2004. Dr. Qian has extensive research experience in the areas of asset allocation and quantitative equity investing. His research has been published in several leading financial industry journals. Previously, he was a National Science Foundation Research Fellow at MIT from 1994 to 1996. Dr. Qiam has 12 years of investment industry experience. He graduated from Florida State University with a Ph.D., from The Chinese Science Academy with an M.S. and from Peking University with a B.S.


56



Tetra

Timothy O’Toole, CFA
Managing Member and Portfolio Manager,
Tetra Capital Management LLC

Timothy O’Toole has been Managing Member and Portfolio Manager of Tetra Capital Management, LLC since its inception in 2003. Along with Mr. Wiese, Mr. O’Toole shares the responsibility of managing the portfolios of the private investment funds and other accounts managed by Tetra Capital Management, LLC.

Prior to joining Tetra, Mr. O’Toole was a Founding Principal of High Rock Capital LLC, which managed small and mid-cap equity and long/short hedge fund products. At High Rock, Mr. O’Toole was part of a 3 member investment team that grew assets under management from $30 million to over $2 billion in a four year span. From 1994 to 1997, Mr. O’Toole was an analyst for The Boston Company’s small cap institutional product lines as well as mutual funds under Mellon’s Dreyfus brand. In addition to significant equity research experience, Mr. O’Toole has over a decade of experience as a Mechanical and Electronics Engineer. Between 1983 and 1994, he worked at General Electric, Simmonds Precision Systems, Herley Microwave, and Digital Equipment Inc.

Mr. O’Toole has an MBA from Northeastern University, a Masters in Engineering from Rensselaer Polytechnic Institute, and two B.S. in Engineering degrees from the University of Vermont. Mr. O’Toole is a member of the CFA Institute and the Boston Securities Analysts Society.

William Wiese III, CFA
Managing Member and Portfolio Manager
Tetra Capital Management LLC

William Wiese III joined Tetra Capital Management, LLC as Managing Member and Portfolio Manager in April 2006. Along with Mr. O’Toole, Mr. Wiese shares the responsibility of managing the portfolios of the private investment funds and other accounts managed by Tetra Capital Management, LLC.

Mr. Wiese was a Founding Principal of High Rock Capital LLC, which managed small and mid-cap equity and long/short hedge fund products. At High Rock, Mr. Wiese was part of a 3 member investment team that grew assets under management from $30 million to over $2 billion in a four year span. From 1993-1997, Mr. Wiese was a Vice President at The Boston Company where he was a Portfolio Manager for The Boston Company’s Large Cap Wrap product, which had approximately $400 million in assets.


57


SHAREHOLDER INFORMATION (continued)


He was a member of the Equity Policy Committee for Boston Safe Advisors, a wholly owned subsidiary of The Boston Company. In addition, Mr. Wiese was one of two research analysts for The Boston Company’s $1.4 billion Small Cap Value product. Prior to joining The Boston Company’s institutional group, Mr. Wiese was a Portfolio Manager in The Boston Company’s Private Client Group where he managed assets for high net worth individuals. Mr. Wiese started his career at Fidelity Investments in 1984.

Mr. Wiese has a B.A. in Economics from Colby College. Mr. Wiese is a member of the CFA Institute and the Boston Securities Analysts Society.

Charles Jobson, CFA
Managing Member
Tetra Capital Management LLC and Delta Partners, LLC

Mr. Jobson has been Managing Member of Tetra Capital Management, LLC since its inception in 2003. In 1999, Mr. Jobson co-founded Delta Partners, LLC, an affiliate of Tetra Capital Management, LLC, where he is Managing Member and Portfolio Manager. Mr. Jobson does not share in the portfolio management responsibilities of Tetra Capital Management, LLC.

Prior to launching Delta Partners, LLC, Mr. Jobson was a Vice President and a member of an eight-person investment committee managing a $3.5 billion U.S. equity portfolio at Baring Asset Management (“Barings”), an international investment firm, from 1994 to 1998. The performance of Barings’ $3.5 billion U.S. equity portfolio was top decile in 1997-1998 and top quartile in 1996 in rankings against other managers. From 1990-1994, Mr. Jobson was an equity analyst with State Street Research & Management, Inc. (“SSRM”) where his responsibilities included analysis of commodity and specialty chemicals, homebuilding, supermarkets/drug stores, and real estate investment trusts (“REITs”).

Mr. Jobson received an undergraduate degree from Northwestern University in 1982 and an MBA with a concentration in finance from the Fuqua School of Business at Duke University in 1989. Mr. Jobson is a member of the CFA Institute and the Boston Securities Analysts Society.

Please see the Fund’s SAI for additional information about the portfolio manager’s compensation, other accounts managed by the portfolio managers and their respective ownership of Shares.


58



THE TRUST

For more information on the Trust, the Trustees and the Officers of the Trust, see “Trustees and Officers” and “Description of the Trust” in the SAI.

THE DISTRIBUTOR

Van Eck Securities Corporation, 335 Madison Avenue, 19th Floor, New York, NY 10017 (the “Distributor”), a wholly owned subsidiary of Van Eck Associates Corporation (the “Adviser”), has entered into a Distribution Agreement with the Trust for distributing shares of the Fund. The Distributor generally sells and markets shares of the Fund through intermediaries, such as bank trust companies.

The Distributor may pay certain intermediaries, out of its own resources and not as an expense of the Fund, additional cash or non-cash compensation as an incentive to intermediaries to promote and sell shares of the Fund and other mutual funds distributed by the Distributor. These payments are commonly known as “revenue sharing”. The benefits that the Distributor may receive when it makes these payments include, among other things, placing the Fund on the intermediary’s sales system and/or preferred or recommended fund list, offering the Fund through the intermediary’s advisory or other specialized programs, and/or access (in some cases on a preferential basis over other competitors) to individual members of the intermediary’s sales force. Such payments may also be used to compensate intermediaries for a variety of administrative and shareholder services relating to investments by their customers in the Fund. The fees paid by the Distributor to intermediaries may be calculated based on the gross sales price of shares sold by an intermediary, the net asset value of shares held by the customers of the intermediary, or otherwise. These fees, may, but are not normally expected to, exceed in the aggregate 0.50% of the average net assets of the Fund attributable to a particular intermediary on an annual basis.

The Distributor may also provide intermediaries with additional cash and non-cash compensation, which may include financial assistance to intermediaries in connection with conferences, sales or training programs for their employees, seminars for the public and advertising campaigns, technical and systems support, attendance at sales meetings and reimbursement of ticket charges. In some instances, these incentives may be made available only to intermediaries whose representatives have sold or may sell a significant number of shares.

Intermediaries may receive different payments, based on a number of factors including, but not limited to, reputation in the industry, sales and asset retention rates, target markets, and customer relationships and quality


59


SHAREHOLDER INFORMATION (continued)


of service. No one factor is determinative of the type or amount of additional compensation to be provided. Financial intermediaries that sell Fund’s shares may also act as a broker or dealer in connection with execution of transactions for the Fund’s portfolio. The Fund and the Adviser have adopted procedures to ensure that the sales of the Fund’s shares by an intermediary will not affect the selection of brokers for execution of portfolio transactions.

Not all mutual funds pay the same amount to the intermediaries who sell their mutual funds. Differences in compensation to intermediaries may create a financial interest for an intermediary to sell shares of a particular mutual fund, or the mutual funds of a particular family of mutual funds. Before purchasing shares of the Fund, you should ask your intermediary or its representative about the compensation in connection with the purchase of such shares, including any revenue sharing payments it receives from the Distributor.


60


For more detailed information, see the Statement of Additional Information (SAI), which is legally a part of and is incorporated by reference into this Prospectus.

Additional information about the investments is available in the Fund’s annual and semi-annual reports to shareholders. In the Fund’s annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.

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Call Van Eck at 1.800.826.1115, or visit the Van Eck Web site at www.vaneck.com to request, free of charge, the annual or semi-annual reports, the Statement of Additional Information (SAI), information regarding applicable sales loads, breakpoint discounts, reduced or waived sales charges and eligibility minimums, or other information about the Funds.

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Information about the Fund (including the SAI) can also be reviewed and copied at the Securities and Exchange Commission (SEC) Public Reference Room in Washington, D.C. Information about the operation of the Public Reference Room may be obtained by calling 1.202.942.8090.

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Reports and other information about the Fund are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. In addition, copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-0102.

SEC REGISTRATION NUMBER: 811-04297

00066348





The information in this Statement of Additional Information is not complete and may be changed. The Trust may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Statement of Additional Information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion

Statement of Additional Information dated April 3, 2009

VAN ECK FUNDS
STATEMENT OF ADDITIONAL INFORMATION

Dated _________________, 2009

MULTI-MANAGER ALTERNATIVES FUND – CLASS A AND CLASS I


      This Statement of Additional Information is not a Prospectus. It should be read in conjunction with the Prospectus dated __________________, 2009 (the Prospectus ) for the Class A and Class I Shares of the Multi-Manager Alternatives Fund (the Fund ), as it may be revised from time to time. A copy of the Prospectus for Van Eck Funds (the Trust ), relating to the Fund, may be obtained without charge by writing to the Trust or the Distributor. The Trust s address is 335 Madison Avenue, 19th Floor, New York, New York 10017. Capitalized terms used herein that are not defined have the same meaning as in the Prospectus, unless otherwise noted.

 






TABLE OF CONTENTS
 
General Information   1
Investment Restrictions   13
Portfolio Holdings Disclosure   14
Investment Advisory Services   16
The Distributor   17
Portfolio Manager Compensation   18
Portfolio Manager Share Ownership   20
Other Accounts Managed By The Portfolio   20
Portfolio Transactions and Brokerage   23
Trustees and Officers   25
2008 Compensation Table   28
Potential Conflicts of Interest   29
Proxy Voting Policies and Procedures   34
Code of Ethics   34
Purchase of Shares   34
Valuation of Shares   35
Taxes   38
Redemptions In Kind   41
Description of The Trust   42
Additional Information   43
Appendix A: Proxy Voting Policies and Procedures  
44
Appendix B: Ratings    

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STATEMENT OF ADDITIONAL INFORMATION
_________, 2009

GENERAL INFORMATION

      Van Eck Funds (the “Trust”) is an open-end management investment company organized as a business trust under the laws of the Commonwealth of Massachusetts on April 3, 1985. Van Eck Funds (the “Trust”) is an open-end investment management company currently consisting of four separate series.

      The Trust currently consists of four separate series: Emerging Markets Fund, Global Hard Assets Fund and International Investors Gold Fund, all of which offer Class A, Class C and Class I shares; and Multi-Manager Alternatives Fund (the “Fund’), which offers Class A and Class I shares.

      This Statement of Additional Information (“SAI”) only pertains to the Multi-Manager Alternatives Fund (the “Fund’) series of the Trust. Shares of the other series of the Trust are offered in a separate prospectuses and statements of additional information. The Board of Trustees has authority to create additional series or funds, each of which may issue separate classes of shares.

      The Fund is classified as non-diversified funds under the Investment Company Act of 1940 (the “1940 Act”). Van Eck Associates Corporation (the “Adviser”) serves as investment adviser to all the Funds.

INVESTMENT POLICIES AND RISKS

      The Fund pursues its objective by allocating its assets among investment sub-advisers (the "Sub-Advisers") with experience in managing absolute return strategies, and (ii) affiliated and unaffiliated funds, including open end and closed end funds and exchange traded funds ("ETFs"), which employ a variety of investment strategies, including certain absolute return strategies (the "Underlying Funds").

      The following is additional information regarding the investment policies used by the Fund in attempting to achieve its objectives, and should be read with the sections of the Fund’s Prospectus titled “Principal Strategies”, “Principal Risks” and “Additional Investment Strategies”.

      Appendix B to this SAI contains an explanation of the rating categories of Moody’s Investors Service Inc. (“Moody’s”) and Standard & Poor’s Corporation (“S&P”) relating to the fixed-income securities and preferred stocks in which the Fund may invest.

EVALUATION AND SELECTION OF SUB-ADVISERS

      The Adviser, in consultation with Explorer Alternative Management, LLC (“Explorer”), a Sub-Adviser to the Fund, determines the allocation of the Fund's assets among the various Sub-Advisers and Underlying Funds. The Adviser has ultimate responsibility, subject to the oversight of the Board of Trustees of the Fund, to oversee the Sub-Advisers, and to recommend their hiring, termination and replacement. The Adviser may hire and terminate Sub-Advisers in accordance with the terms of an exemptive order obtained by the Fund and the Adviser from the SEC, under which the Adviser is permitted, subject to supervision and approval of the Board of Trustees, to enter into and materially amend sub advisory agreements without seeking shareholder approval. The Adviser will furnish shareholders of the Fund with information regarding a new Sub-Adviser within 90 days of the hiring of the new Sub-Adviser.

      Each Underlying Fund invests its assets in accordance with its investment strategy. The Fund may invest in Underlying Funds in excess of the limitations under the Investment Company Act of 1940, as amended (the "1940 Act"), pursuant to either an exemptive order obtained by the Fund and the Adviser from the SEC or an exemptive order obtained by an Underlying Fund from the SEC and consistent with the conditions specified in such order.

      The Adviser conducts a due diligence process for selecting Sub-Advisers for the Fund by reviewing a wide range of factors for each Sub-Adviser including, but not limited to, past investment performance during various market conditions, investment strategies and processes used, structures of portfolios and risk management procedures, reputation, experience and training of key personnel, correlation of results with other Sub-Advisers, assets under management and number of clients.

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      As part of the due diligence process, the Adviser reviews information from its own as well as from outside sources, including third party providers and consultants. The Adviser uses the services of independent third parties to conduct a comprehensive review of each Sub-Adviser, its investment process and organization and to conduct interviews of key personnel of each Sub-Adviser as well as interviews with third party references and industry sources.

      The Adviser regularly evaluates each Sub-Adviser to determine whether its investment program is consistent with the investment objective of the Fund and whether its investment performance is satisfactory.

ASSET-BACKED SECURITIES

      The Fund may invest in asset-backed securities. Asset-backed securities, directly or indirectly, represent interests in, or are secured by and payable from, pools of consumer loans (generally unrelated to mortgage loans) and most often are structured as pass-through securities. Interest and principal payments ultimately depend on payment of the underlying loans, although the securities may be supported by letters of credit or other credit enhancements. The value of asset-backed securities may also depend on the creditworthiness of the servicing agent for the loan pool, the originator of the loans, or the financial institution providing the credit enhancement.

      Asset-backed securities are subject to certain risks. These risks generally arise out of the security interest in the assets collateralizing the security. For example, credit card receivables are generally unsecured and the debtors are entitled to a number of protections from the state and through federal consumer laws, many of which give the debtor the right to offset certain amounts of credit card debts and thereby reducing the amounts due.

COLLATERALIZED MORTGAGE OBLIGATIONS

      The Fund may invest in collateralized mortgage obligations ("CMOs"). CMOs are fixed-income securities which are collateralized by pools of mortgage loans or mortgage-related securities created by commercial banks, savings and loan institutions, private mortgage insurance companies and mortgage bankers. In effect, CMOs "pass through" the monthly payments made by individual borrowers on their mortgage loans. Prepayments of the mortgages included in the mortgage pool may influence the yield of the CMO. In addition, prepayments usually increase when interest rates are decreasing, thereby decreasing the life of the pool. As a result, reinvestment of prepayments may be at a lower rate than that on the original CMO. There are different classes of CMOs, and certain classes have priority over others with respect to prepayment of the mortgages. Timely payment of interest and principal (but not the market value) of these pools is supported by various forms of insurance or guarantees. The Fund may buy CMOs without insurance or guarantees if, in the opinion of the Adviser, the pooler is creditworthy or if rated A or better by S&P or Moody's. S&P and Moody's assign the same rating classifications to CMOs as they do to bonds. In the event that any CMOs are determined to be investment companies, the Fund will be subject to certain limitations under the 1940 Act.

COMMERCIAL PAPER

      The Fund may invest in commercial paper that is indexed to certain specific foreign currency exchange rates. The terms of such commercial paper provide that its principal amount is adjusted upwards or downwards (but not below zero) at maturity to reflect changes in the exchange rate between two currencies while the obligation is outstanding. The Fund will purchase such commercial paper with the currency in which it is denominated and, at maturity, will receive interest and principal payments thereon in that currency, but the amount or principal payable by the issuer at maturity will change in proportion to the change (if any) in the exchange rate between two specified currencies between the date the instrument is issued and the date the instrument matures. While such commercial paper entails the risk of loss of principal, the potential for realizing gains as a result of changes in foreign currency exchange rates enables the Fund to hedge or cross-hedge against a decline in the U.S. dollar value of investments denominated in foreign currencies while providing an attractive money market rate of return. The Fund will purchase such commercial paper for hedging purposes only, not for speculation.

CONVERTIBLE SECURITIES

The Fund may invest in securities that are convertible into common stock or other securities of the same or a

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different issuer or into cash within a particular period of time at a specified price or formula. Convertible securities are generally fixed income securities (but may include preferred stock) and generally rank senior to common stocks in a corporation's capital structure and, therefore, entail less risk than the corporation's common stock. The value of a convertible security is a function of its "investment value" (its value as if it did not have a conversion privilege), and its "conversion value" (the security's worth if it were to be exchanged for the underlying security, at market value, pursuant to its conversion privilege).

      To the extent that a convertible security's investment value is greater than its conversion value, its price will be primarily a reflection of such investment value and its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security (the credit standing of the issuer and other factors may also have an effect on the convertible security's value). If the conversion value exceeds the investment value, the price of the convertible security will rise above its investment value and, in addition, will sell at some premium over its conversion value. (This premium represents the price investors are willing to pay for the privilege of purchasing a fixed-income security with a possibility of capital appreciation due to the conversion privilege.) At such times the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security. Convertible securities may be purchased by the Fund at varying price levels above their investment values and/or their conversion values in keeping with the Fund's objective.

DEBT SECURITIES

      The Fund may invest in debt securities. The market value of debt securities generally varies in response to changes in interest rates and the financial condition of each issuer and the value of a hard asset if linked to the value of a hard asset. Debt securities with similar maturities may have different yields, depending upon several factors, including the relative financial condition of the issuers. A description of debt securities ratings is contained in Appendix B to the SAI. High grade means a rating of A or better by Moody's or S&P, or of comparable quality in the judgment of the Adviser or if no rating has been given by either service. Many securities of foreign issuers are not rated by these services. Therefore, the selection of such issuers depends to a large extent on the credit analysis performed by the Adviser. During periods of declining interest rates, the value of debt securities generally increases. Conversely, during periods of rising interest rates, the value of such securities generally declines. These changes in market value will be reflected in the Fund's net asset value. Debt securities with similar maturities may have different yields, depending upon several factors, including the relative financial condition of the issuers. For example, higher yields are generally available from securities in the lower rating categories of S&P or Moody's.

      However, the values of lower-rated securities generally fluctuate more than those of high-grade securities. Many securities of foreign issuers are not rated by these services. Therefore the selection of such issuers depends to a large extent on the credit analysis performed by the Adviser.

      New issues of certain debt securities are often offered on a when-issued basis. That is, the payment obligation and the interest rate are fixed at the time the buyer enters into the commitment, but delivery and payment for the securities normally take place after the date of the commitment to purchase. The value of when-issued securities may vary prior to and after delivery depending on market conditions and changes in interest rate levels. However, the Fund does not accrue any income on these securities prior to delivery. The Fund will maintain in a segregated account with its Custodian an amount of cash or high quality securities equal (on a daily marked-to-market basis) to the amount of its commitment to purchase the when-issued securities. The Fund may also invest in low rated or unrated debt securities. Low rated debt securities present a significantly greater risk of default than do higher rated securities, in times of poor business or economic conditions, the Fund may lose interest and/or principal on such securities.

      The Fund may also invest in various money market securities for cash management purposes or when assuming a temporary defensive position. Money market securities may include commercial paper, bankers' acceptances, bank obligations, corporate debt securities, certificates of deposit, U.S. government securities and obligations of savings institutions.

DEPOSITARY RECEIPTS

      The Fund may invest in Depositary Receipts, which represent an ownership interest in securities of foreign

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companies (an "underlying issuer") that are deposited with a depositary. Depositary Receipts are not necessarily denominated in the same currency as the underlying securities. Depositary Receipts include American Depositary Receipts ("ADRs"), Global Depositary Receipts ("GDRs") and other types of Depositary Receipts (which, together with ADRs and GDRs, are hereinafter collectively referred to as "Depositary Receipts"). ADRs are dollar-denominated Depositary Receipts typically issued by a U.S. financial institution which evidence an ownership interest in a security or pool of securities issued by a foreign issuer. ADRs are listed and traded in the United States. GDRs and other types of Depositary Receipts are typically issued by foreign banks or trust companies, although they also may be issued by U.S. financial institutions, and evidence ownership interests in a security or pool of securities issued by either a foreign or a U.S. corporation. Generally, Depositary Receipts in registered form are designed for use in the U.S. securities market and Depositary Receipts in bearer form are designed for use in securities markets outside the United States.

      Depositary Receipts may be "sponsored" or "unsponsored." Sponsored Depositary Receipts are established jointly by a depositary and the underlying issuer, whereas unsponsored Depositary Receipts may be established by a depositary without participation by the underlying issuer. Holders of unsponsored Depositary Receipts generally bear all the costs associated with establishing unsponsored Depositary Receipts. In addition, the issuers of the securities underlying unsponsored Depository Receipts are not obligated to disclose material information in the United States and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the Depositary Receipts.

DERIVATIVES

      The Fund may also use futures contracts and options, forward contracts and swaps as part of various investment techniques and strategies, such as creating non-speculative "synthetic" positions (covered by segregation of liquid assets) or implementing "cross-hedging" strategies. A "synthetic" position is the duplication of cash market transaction when deemed advantageous by the Adviser for cost, liquidity or transactional efficiency reasons. A cash market transaction is the purchase or sale of the security or other asset for cash. "Cross-hedging" involves the use of one currency to hedge against the decline in the value of another currency. The use of such instruments as described herein involves several risks. First, there can be no assurance that the prices of such instruments and the hedge security or the cash market position will move as anticipated. If prices do not move as anticipated, the Fund may incur a loss on its investment, may not achieve the hedging protection it anticipated and/or may incur a loss greater than if it had entered into a cash market position. Second, investments in such instruments may reduce the gains which would otherwise be realized from the sale of the underlying securities or assets which are being hedged. Third, positions in such instruments can be closed out only on an exchange that provides a market for those instruments. There can be no assurance that such a market will exist for a particular futures contract or option. If the Fund cannot close out an exchange traded futures contract or option which it holds, it would have to perform its contract obligation or exercise its option to realize any profit and would incur transaction cost on the sale of the underlying assets. In addition, the use of derivative instruments involves the risk that a loss may be sustained as a result of the failure of the counterparty to the derivatives contract to make required payments or otherwise comply with the contract’s terms.

      When the Fund intends to acquire securities (or gold bullion or coins as the case may be) for its portfolio, it may use call options or futures contracts as a means of fixing the price of the security (or gold) it intends to purchase at the exercise price (in the case of an option) or contract price (in the case of futures contracts). An increase in the acquisition cost would be offset, in whole or part, by a gain on the option or futures contract. Options and futures contracts requiring delivery of a security may also be useful to the Fund in purchasing a large block of securities that would be more difficult to acquire by direct market purchases. If the Fund holds a call option rather than the underlying security itself, the Fund is partially protected from any unexpected decline in the market price of the underlying security and in such event could allow the call option to expire, incurring a loss only to the extent of the premium paid for the option. Using a futures contract would not offer such partial protection against market declines and the Fund would experience a loss as if it had owned the underlying security.

DIRECT INVESTMENTS

      The Fund may invest in direct investments. Direct investments include (i) the private purchase from an enterprise of an equity interest in the enterprise in the form of shares of common stock or equity interests in trusts, partnerships, joint ventures or similar enterprises, and (ii) the purchase of such an equity interest in an enterprise from a principal investor in

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the enterprise. In each case the Fund will, at the time of making the investment, enter into a shareholder or similar agreement with the enterprise and one or more other holders of equity interests in the enterprise. The Adviser anticipates that these agreements may, in appropriate circumstances, provide the Fund with the ability to appoint a representative to the board of directors or similar body of the enterprise and for eventual disposition of the Fund investment in the enterprise. Such a representative of the Fund will be expected to provide the Fund with the ability to monitor its investment and protect its rights in the investment, and will not be appointed for the purpose of exercising management or control of the enterprise. Direct investments are generally considered illiquid and will be aggregated with other illiquid investments for purposes of the limitation on illiquid investments.

      Certain of the Fund's direct investments will include investments in smaller, less seasoned companies. These companies may have limited product lines, markets or financial resources, or they may be dependent on a limited management group. The Fund does not anticipate making direct investments in start-up operations, although it is expected that in some cases the Fund's direct investments will fund new operations for an enterprise which itself is engaged in similar operations or is affiliated with an organization that is engaged in similar operations.

      Direct investments may involve a high degree of business and financial risk that can result in substantial losses. Because of the absence of any public trading market for these investments, the Fund may take longer to liquidate these positions than would be the case for publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices on these sales could be less than those originally paid by the Fund. Furthermore, issuers whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. If such securities are required to be registered under the securities laws of one or more jurisdictions before being resold, the Fund may be required to bear the expense of the registration. Direct investments can be difficult to price and will be valued at fair value as determined in good faith by the Board of Trustees. The pricing of direct investments may not be reflective of the price at which these assets could be liquidated.

FOREIGN SECURITIES

      Investors should recognize that investing in foreign securities involves certain special considerations that are not typically associated with investing in United States securities. Since investments in foreign companies will frequently involve currencies of foreign countries, and since the Fund may hold securities and funds in foreign currencies, the Fund may be affected favorably or unfavorably by changes in currency rates and in exchange control regulations, if any, and may incur costs in connection with conversions between various currencies. Most foreign stock markets, while growing in volume of trading activity, have less volume than the New York Stock Exchange ("NYSE"), and securities of some foreign companies are less liquid and more volatile than securities of comparable domestic companies. Similarly, volume and liquidity in most foreign bond markets are less than in the United States and at times, volatility of price can be greater than in the United States. Fixed commissions on foreign securities exchanges are generally higher than negotiated commissions on United States exchanges, although the Fund endeavors to achieve the most favorable net results on its portfolio transactions. There is generally less government supervision and regulation of securities exchanges, brokers and listed companies in foreign countries than in the United States. In addition, with respect to certain foreign countries, there is the possibility of exchange control restrictions, expropriation or confiscatory taxation, political, economic or social instability, which could affect investments in those countries. Foreign securities such as those purchased by the Fund may be subject to foreign government taxes, higher custodian fees, higher brokerage commissions and dividend collection fees which could reduce the yield on such securities.

      In addition, with respect to certain foreign countries, there is the possibility of exchange control restrictions, expropriation or confiscatory taxation, political, economic or social instability, which could affect investments in those countries. Foreign securities such as those purchased by the Fund may be subject to foreign government taxes, higher custodian fees, higher brokerage commissions and dividend collection fees which could reduce the yield on such securities.

      Trading in futures contracts traded on foreign commodity exchanges may be subject to the same or similar risks as trading in foreign securities.

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FOREIGN SECURITIES - EMERGING MARKETS RISK

      The Fund may have a substantial portion of its assets in emerging markets. An "emerging market" or "emerging country" is any country that the World Bank, the International Finance Corporation or the United Nations or its authorities has determined to have a low or middle income economy. Emerging countries can be found in regions such as Asia, Latin America, Africa and Eastern Europe. The countries that will not be considered emerging countries include the United States, Australia, Canada, Japan, New Zealand and most countries located in Western Europe such as Austria, Belgium, Denmark, Finland, France, Germany, Great Britain, Ireland, Italy, the Netherlands, Norway, Spain, Sweden and Switzerland.

      Emerging market securities include securities which are (i) principally traded in the capital markets of an emerging market country; (ii) securities of companies that derive at least 50% of their total revenues from either goods produced or services performed in emerging countries or from sales made in emerging countries, regardless of where the securities of such companies are principally traded; (iii) securities of companies organized under the laws of, and with a principal office in an emerging country; (iv) securities of investment companies (such as country funds) that principally invest in emerging market securities; and (v) American Depositary Receipts (ADRs), American Depositary Shares (ADSs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) with respect to the securities of such companies.

      Investing in the equity and fixed income markets of developing countries involves exposure to potentially unstable governments, the risk of nationalization of businesses, restrictions on foreign ownership, prohibitions on repatriation of assets and a system of laws that may offer less protection of property rights. Emerging market economies may be based on only a few industries, may be highly vulnerable to changes in local and global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates.

      Securities markets in these countries may trade a small number of securities, may have a limited number of issuers and a high proportion of shares or may be held by a relatively small number of persons or institutions. Local securities markets may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of substantial holdings difficult or impossible at times. Securities of issuers located in developing markets may have limited marketability and may be subject to more abrupt or erratic price movements. Many of these stock markets are undergoing a period of growth and change which may result in trading volatility, and in difficulties in the settlement and recording of transactions and in interpreting and applying the relevant law and regulations. In addition, stockbrokers and other intermediaries in emerging markets may not perform in the way their counterparts in the United States and other more developed securities markets do. The prices at which the Fund may acquire investments may be affected by trading by persons with material non-public information and by securities transactions by brokers in anticipation of transactions by the Fund in particular securities. Limited liquidity may impair the Fund's ability to liquidate a position at the time and price it wishes to do so. In addition, the Fund's ability to participate fully in the smaller, less liquid emerging markets may be limited by the policy restricting its investments in illiquid securities.

      The securities markets in emerging markets are substantially smaller, less liquid and more volatile than the major securities markets in the United States. A high proportion of the shares of many issuers may be held by a limited number of persons and financial institutions, which may limit the number of shares available for investment by the portfolio. Similarly, volume and liquidity in the bond markets in Asia, Eastern and Central Europe and other emerging markets are less than in the United States and, at times, price volatility can be greater than in the United States. A limited number of issuers in Asian and emerging market securities markets may represent a disproportionately large percentage of market capitalization and trading value. The limited liquidity of securities markets in these regions may also affect the Fund's ability to acquire or dispose of securities at the price and time it wishes to do so. Accordingly, during periods of rising securities prices in the more illiquid regions' securities markets, the Fund's abilities to participate fully in such price increases may be limited by its investment policies of investing not more than 15% of its net assets in illiquid securities. Conversely, the inability of the Fund to dispose fully and promptly of positions in declining markets will cause the Fund's net asset values to decline as the values of the unsold positions are marked to lower prices. In addition, these securities markets are susceptible to being influenced by large investors trading significant blocks of securities.

      The Fund may invest in Latin American, Asian, Eurasian and other countries with emerging economies or securities markets. Political and economic structures in many such countries may be undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristic of the United States. Certain such countries have in the past failed to recognize private property rights and have at times nationalized or

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expropriated the assets of private companies. As a result, the risks described above, including the risks of nationalization or expropriation of assets, may be heightened. In addition, unanticipated political or social developments may affect the value of the Fund's investments in those countries and the availability to the Fund of additional investments in those countries.

FOREIGN SECURITIES - FOREIGN CURRENCY TRANSACTIONS

      Under normal circumstances, consideration of the prospects for currency exchange rates will be incorporated into the long-term investment decisions made for the Fund with regard to overall diversification strategies. Although the Fund values its assets daily in terms of U.S. dollars, it does not intend physically to convert its holdings of foreign currencies into U.S. dollars on a daily basis. The Fund will do so from time to time, and investors should be aware of the costs of currency conversion. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference (the "spread") between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to the Fund at one rate, while offering a lesser rate of exchange should the Fund desire to resell that currency to the dealer. The Fund will use forward contracts, along with futures contracts, foreign exchange swaps and put and call options (all types of derivatives), to "lock in" the U.S. Dollar price of a security bought or sold and as part of its overall hedging strategy. The Fund will conduct its foreign currency exchange transactions, either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market, or through purchasing put and call options on, or entering into futures contracts or forward contracts to purchase or sell foreign currencies. See "Derivatives."

      Changes in currency exchange rates may affect the Fund's net asset value and performance. There can be no assurance that the Adviser will be able to anticipate currency fluctuations in exchange rates accurately. The Fund may invest in a variety of derivatives and enter into hedging transactions to attempt to moderate the effect of currency fluctuations. The Fund may purchase and sell put and call options on, or enter into futures contracts or forward contracts to purchase or sell foreign currencies. This may reduce the Fund's losses on a security when a foreign currency's value changes. Hedging against a change in the value of a foreign currency does not eliminate fluctuations in the prices of portfolio securities or prevent losses if the prices of such securities decline. Furthermore, such hedging transactions reduce or preclude the opportunity for gain if the value of the hedged currency should change relative to the other currency. Finally, when the Fund uses options and futures in anticipation of the purchase of a portfolio security to hedge against adverse movements in the security's underlying currency, but the purchase of such security is subsequently deemed undesirable, the Fund may incur a gain or loss on the option or futures contract.

      The Fund will enter into forward contracts to duplicate a cash market transaction.

      In those situations where foreign currency options or futures contracts, or options on futures contracts may not be readily purchased (or where they may be deemed illiquid) in the primary currency in which the hedge is desired, the hedge may be obtained by purchasing or selling an option, futures contract or forward contract on a secondary currency. The secondary currency will be selected based upon the Adviser's belief that there exists a significant correlation between the exchange rate movements of the two currencies. However, there can be no assurances that the exchange rate or the primary and secondary currencies will move as anticipated, or that the relationship between the hedged security and the hedging instrument will continue. If they do not move as anticipated or the relationship does not continue, a loss may result to the Fund on its investments in the hedging positions.

      A forward foreign currency contract, like a futures contract, involves an obligation to purchase or sell a specific amount of currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. Unlike foreign currency futures contracts which are standardized exchange-traded contracts, forward currency contracts are usually traded in the interbank market conducted directly between currency traders (usually large commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for such trades.

      The Adviser will not commit the Fund, at time of purchase, to deliver under forward contracts an amount of foreign currency in excess of the value of the Fund's portfolio securities or other assets or obligations denominated in that currency. The Fund's Custodian will place the securities being hedged, cash, U.S. government securities or debt or equity securities into a segregated account of the Fund in an amount equal to the value of the Fund's total assets committed to the consummation of forward foreign currency contracts to ensure that the Fund is not leveraged beyond applicable limits. If

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the value of the securities placed in the segregated account declines, additional cash or securities will be placed in the account on a daily basis so that the value of the account will equal the amount of the Fund's commitments with respect to such contracts. At the maturity of a forward contract, the Fund may either sell the portfolio security and make delivery of the foreign currency, or it may retain the security and terminate its contractual obligation to deliver the foreign currency prior to maturity by purchasing an "offsetting" contract with the same currency trader, obligating it to purchase, on the same maturity date, the same amount of the foreign currency. There can be no assurance, however, that the Fund will be able to effect such a closing purchase transaction.

      It is impossible to forecast the market value of a particular portfolio security at the expiration of the contract. Accordingly, if a decision is made to sell the security and make delivery of the foreign currency it may be necessary for the Fund to purchase additional foreign currency on the spot market (and bear the expense of such purchase) if the market value of the security is less than the amount of foreign currency that the Fund is obligated to deliver.

      If the Fund retains the portfolio security and engages in an offsetting transaction, the Fund will incur a gain or a loss to the extent that there has been movement in forward contract prices. Additionally, although such contracts tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time, they tend to limit any potential gain which might result should the value of such currency increase.

FUTURES, WARRANTS AND SUBSCRIPTION RIGHTS

      The Fund may buy and sell futures contracts which may include financial futures, security and interest-rate futures, stock and bond index futures contracts, foreign currency futures contracts and commodity futures. The Fund may engage in these transactions for hedging purposes and for other purposes. A security or interest-rate futures contract is an agreement between two parties to buy or sell a specified security at a set price on a future date. An index futures contract is an agreement to take or make delivery of an amount of cash based on the difference between the value of the index at the beginning and at the end of the contract period. A foreign currency futures contract is an agreement to buy or sell a specified amount of a currency for a set price on a future date. A commodity futures contract is an agreement to take or make delivery of a specified amount of a commodity, such as gold, at a set price on a future date.

      The Fund will not commit more than 5% of its total assets to initial margin deposits on futures contracts and premiums on options on futures contracts, except that margin deposits for futures positions entered into for bona fide hedging purposes, as that term is defined in the Commodity Exchange Act, are excluded from the 5% limitation. As the value of the underlying asset fluctuates, either party to the contract is required to make additional margin payments, known as "variation margin," to cover any additional obligation it may have under the contract. In addition, cash or high quality securities equal in value to the current value of the underlying securities less the margin requirement will be segregated, as may be required, with the Fund's custodian to ensure that the Fund's position is unleveraged. This segregated account will be marked-to-market daily to reflect changes in the value of the underlying futures contract.

      The use of financial futures contracts and commodity futures contracts, options on such futures contracts and commodities, may reduce the Fund's exposure to fluctuations in the prices of portfolio securities and may prevent losses if the prices of such securities decline. Similarly, such investments may protect the Fund against fluctuation in the value of securities in which the Fund is about to invest.

      The use of financial futures and commodity futures contracts and options on such futures contracts and commodities as hedging instruments involves several risks. First, there can be no assurance that the prices of the futures contracts or options and the hedged security or the cash market position will move as anticipated. If prices do not move as anticipated, the Fund may incur a loss on its investment, may not achieve the hedging protection anticipated and/or incur a loss greater than if it had entered into a cash market position. Second, investments in options, futures contracts and options on futures contracts may reduce the gains which would otherwise be realized from the sale of the underlying securities or assets which are being hedged. Third, positions in futures contracts and options can be closed out only on an exchange that provides a market for those instruments. There can be no assurances that such a market will exist for a particular futures contract or option. If the Fund cannot close out an exchange traded futures contract or option which it holds, it would have to perform its contractual obligation or exercise its option to realize any profit, and would incur transaction costs on the sale of the underlying assets.

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      Warrants are instruments that permit, but do not obligate, the holder to subscribe for other securities. Subscription rights are similar to warrants, but normally have a short duration and are distributed directly by the issuer to its shareholders. Warrants and rights are not dividend-paying investments and do not have voting rights like common stock. They also do not represent any rights in the assets of the issuer. As a result, warrants and rights may be considered more speculative than direct equity investments. In addition, the value of warrants and rights do not necessarily change with the value of the underlying securities and may cease to have value if they are not exercised prior to their expiration dates.

      It is the policy the Fund to meet the requirements of the Internal Revenue Code of 1986, as amended (the "Code") to qualify as a regulated investment company, to prevent double taxation of the Fund and its shareholders. One of the requirements is that at least 90% of the Fund's gross income be derived from dividends, interest, payment with respect to securities loans and gains from the sale or other disposition of stocks or other securities. Gains from commodity futures contracts do not currently qualify as income for purposes of the 90% test. The extent to which the Fund may engage in options and futures contract transactions may be materially limited by this test.

INDEXED SECURITIES AND STRUCTURED NOTES

      The Fund may invest in indexed securities, i.e., structured notes securities and index options, whose value is linked to one or more currencies, interest rates, commodities, or financial or commodity indices. An indexed security enables the investor to purchase a note whose coupon and/or principal redemption is linked to the performance of an underlying asset. Indexed securities may be positively or negatively indexed (i.e., their value may increase or decrease if the underlying instrument appreciates). Indexed securities may have return characteristics similar to direct investments in the underlying instrument or to one or more options on the underlying instrument. Indexed securities may be more volatile than the underlying instrument itself, and present many of the same risks as investing in futures and options. Indexed securities are also subject to credit risks associated with the issuer of the security with respect to both principal and interest.

      Indexed securities may be publicly traded or may be two-party contracts (such two-party agreements are referred to here collectively as structured notes). When the Fund purchases a structured note, it will make a payment of principal to the counterparty. Some structured notes have a guaranteed repayment of principal while others place a portion (or all) of the principal at risk. The Fund will purchase structured notes only from counterparties rated A or better by S&P, Moody's or another nationally recognized statistical rating organization. The Adviser will monitor the liquidity of structured notes under the supervision of the Board of Trustees. Notes determined to be illiquid will be aggregated with other illiquid securities and will be subject to the Fund's limitations on illiquid securities.

OPTIONS

      The Fund may write, purchase or sell covered call or put options. An options transaction involves the writer of the option, upon receipt of a premium, giving the right to sell (call option) or buy (put option) an underlying asset at an agreed upon exercise price. The holder of the option has the right to purchase (call option) or sell (put option) the underlying asset at the exercise price. If the option is not exercised or sold, it becomes worthless at its expiration date and the premium payment is lost to the option holder. As the writer of an option, the Fund keeps the premium whether or not the option is exercised. When the Fund sells a covered call option, which is a call option with respect to which the Fund owns the underlying assets, the Fund may lose the opportunity to realize appreciation in the market price of the underlying asset, or may have to hold the underlying asset, which might otherwise have been sold to protect against depreciation. A covered put option written by the Fund exposes it during the term of the option to a decline in the price of the underlying asset. A put option sold by the Fund is covered when, among other things, cash or short-term liquid securities are placed in a segregated account to fulfill the obligations undertaken. Covering a put option sold does not reduce the risk of loss.

      The Fund may invest in options which are either listed on a domestic securities exchange or traded on a recognized foreign exchange. In addition, the Fund may purchase or sell over-the-counter options for dealers or banks to hedge securities or currencies as approved by the Board of Trustees. In general, exchange traded options are third party contracts with standardized prices and expiration dates. Over-the-counter options are two party contracts with price and terms negotiated by the buyer and seller, are generally considered illiquid, and will be subject to the limitation on investments in illiquid securities.

REAL ESTATE SECURITIES

      The Fund may not purchase or sell real estate, except that the Fund may invest in securities of issuers that invest in real estate or interests therein. These include equity securities of REITs and other real estate industry companies or companies with substantial real estate investments. The Fund are therefore subject to certain risks associated with direct ownership of real estate and with the real estate industry in general. These risks include, among others: possible declines in the value of real estate; possible lack of availability of mortgage funds; extended vacancies of properties; risks related to general and local economic conditions; overbuilding; increases in competition, property taxes and operating expenses; changes in zoning laws; costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems; casualty or condemnation losses; uninsured damages from floods, earthquakes or other natural disasters; limitations on and variations in rents; and changes in interest rates.

      REITs are pooled investment vehicles whose assets consist primarily of interest in real estate and real estate loans. REITs are generally classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs own interest in property and realize income from the rents and gain or loss from the sale of real estate interests. Mortgage REITs invest in real estate mortgage loans and realize income from interest payments on the loans. Hybrid REITs invest in both equity and debt. Equity REITs may be operating or financing companies. An operating company provides operational and management expertise to and exercises control over, many if not most operational aspects of the property. REITs are not taxed on income distributed to shareholders, provided they comply with several requirements of the Code.

      Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the

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REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not diversified, and are subject to the risks of financing projects. REITs are subject to heavy cash flow dependency, default by borrowers, self-liquidation and the possibilities of failing to qualify for the exemption from tax for distributed income under the Code. REITs (especially mortgage REITs) are also subject to interest rate risk (i.e., as interest rates rise, the value of the REIT may decline).

REPURCHASE AGREEMENTS

      The Fund may enter into a repurchase agreement. It is the current policy of the Fund not to invest in repurchase agreements that do not mature within seven days if any such investment, together with any other illiquid assets held by the Fund, amounts to more than 15% of its net assets.

      Repurchase agreements, which may be viewed as a type of secured lending by the Fund, typically involve the acquisition by the Fund of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer. The agreement provides that the Fund will sell back to the institution, and that the institution will repurchase, the underlying security serving as collateral at a specified price and at a fixed time in the future, usually not more than seven days from the date of purchase. The collateral will be marked-to-market daily to determine that the value of the collateral, as specified in the agreement, does not decrease below the purchase price plus accrued interest. If such decrease occurs, additional collateral will be requested and, when received, added to the account to maintain full collateralization. The Fund will accrue interest from the institution until the time when the repurchase is to occur. While repurchase agreements involve certain risks not associated with direct investments in debt securities, the Fund will only enter into a repurchase agreement where (i) the underlying securities are of the type which the Fund's investment policies would allow it to purchase directly, (ii) the market value of the underlying security, including accrued interest, will be at all times be equal to or exceed the value of the repurchase agreement, and (iii) payment for the underlying securities is made only upon physical delivery or evidence of book-entry transfer to the account of the custodian or a bank acting as agent.

RULE 144A AND SECTION 4(2) SECURITIES

      The Fund may invest in securities which are subject to restrictions on resale because they have not been registered under the Securities Act of 1933, or which are otherwise not readily marketable.

      Rule 144A under the Securities Act of 1933 allows a broader institutional trading market for securities otherwise subject to restriction on resale to the general public. Rule 144A establishes a "safe harbor" from the registration requirements of the Securities Act of 1933 of resale of certain securities to qualified institutional buyers.

      The Adviser will monitor the liquidity of restricted securities in the Fund's holdings under the supervision of the Board of Trustees. In reaching liquidity decisions, the Adviser will consider, among other things, the following factors: (1) the frequency of trades and quotes for the security; (2) the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; (3) dealer undertakings to make a market in the security; and (4) the nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers and the mechanisms of the transfer).

      In addition, commercial paper may be issued in reliance on the "private placement" exemption from registration afforded by Section 4(2) of the Securities Act of 1933. Such commercial paper is restricted as to disposition under the federal securities laws and, therefore, any resale of such securities must be effected in a transaction exempt from registration under the Securities Act of 1933. Such commercial paper is normally resold to other investors through or with the assistance of the issuer or investment dealers who make a market in such securities, thus providing liquidity.

      Securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933 and commercial paper issued in reliance on the Section 4(2) exemption under the 1940 Act may be determined to be liquid in accordance with guidelines established by the Board of Trustees for purposes of complying with investment restrictions applicable to investments by the Fund in illiquid securities. To the extent such securities are determined to be illiquid, they will be aggregated with other illiquid investments for purposes of the limitation on illiquid investments.

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SECURITIES LENDING

      The Fund may lend securities to parties such as broker-dealers or other institutions. Securities lending allows the Fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrower provides the Fund with collateral in an amount at least equal to the value of the securities loaned. The Fund maintains the ability to obtain the right to vote or consent on proxy proposals involving material events affecting securities loaned. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If the Fund is not able to recover the securities loaned, the Fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased. Cash received as collateral through loan transactions will generally be invested in shares of a money market fund. Investing this cash subjects that investment, as well as the securities loaned, to market appreciation or depreciation

SHORT SALES

The Fund may make short sales of equity securities. The Fund will establish a segregated account with respect to its short sales and maintain in the account cash not available for investment or U.S. Government securities or other liquid, high-quality securities having a value equal to the difference between (i) the market value of the securities sold short at the time they were sold short and (ii) any cash, U.S. Government securities or other liquid, high-quality securities required to be deposited as collateral with the broker in connection with the short sale (not including the proceeds from the short sale). The segregated account will be marked to market daily, so that (i) the amount in the segregated account plus the amount deposited with the broker as collateral equals the current market value of the securities sold short and (ii) in no event will the amount in the segregated account plus the amount deposited with the broker as collateral fall below the original value of the securities at the time they were sold short.

SWAPS

      The Fund may enter into swap agreements. A swap is a derivative in the form of an agreement to exchange the return generated by one instrument for the return generated by another instrument. The payment streams are calculated by reference to a specified index and agreed upon notional amount. The term "specified index" includes currencies, fixed interest rates, prices, total return on interest rate indices, fixed income indices, stock indices and commodity indices (as well as amounts derived from arithmetic operations on these indices). For example, the Fund may agree to swap the return generated by a fixed income index for the return generated by a second fixed income index. The currency swaps in which the Fund may enter will generally involve an agreement to pay interest streams in one currency based on a specified index in exchange for receiving interest streams denominated in another currency. Such swaps may involve initial and final exchanges that correspond to the agreed upon notional amount. The swaps in which the Fund may engage also include rate caps, floors and collars under which one party pays a single or periodic fixed amount(s) (or premium), and the other party pays periodic amounts based on the movement of a specified index.

      Swaps do not involve the delivery of securities, other underlying assets, or principal. Accordingly, the risk of loss with respect to swaps is limited to the net amount of payments that the Fund is contractually obligated to make. If the other party to a swap defaults, the Fund's risk of loss consists of the net amount of payments that the Fund is contractually entitled to receive. Currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency. Therefore, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. If there is a default by the counterparty, the Fund may have contractual remedies pursuant to the agreements related to the transaction. The use of swaps is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary fund securities transactions. If the Adviser is incorrect in its forecasts of market values, interest rates, and currency exchange rates, the investment performance of the Fund would be less favorable than it would have been if this investment technique were not used.

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WHEN, AS AND IF ISSUED SECURITIES

      The Fund may purchase securities on a "when, as and if issued" basis, under which the issuance of the security depends upon the occurrence of a subsequent event, such as approval of a merger, corporate reorganization or debt restructuring. The commitment for the purchase of any such security will not be recognized by the Fund until the Adviser determines that issuance of the security is probable. At that time, the Fund will record the transaction and, in determining its net asset value, will reflect the value of the security daily. At that time, the Fund will also earmark or establish a segregated account on the Fund's books in which it will maintain cash, cash equivalents or other liquid portfolio securities equal in value to recognized commitments for such securities. The value of the Fund's commitments to purchase the securities of any one issuer, together with the value of all securities of such issuer owned by the Fund, may not exceed 5% (2% in the case of warrants which are not listed on an exchange) of the value of the Fund's total assets at the time the initial commitment to purchase such securities is made. An increase in the percentage of the Fund assets committed to the purchase of securities on a "when, as and if issued" basis may increase the volatility of its net asset value. The Fund may also sell securities on a "when, as and if issued" basis provided that the issuance of the security will result automatically from the exchange or conversion of a security owned by the Fund at the time of sale.

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INVESTMENT RESTRICTIONS

      The following investment restrictions are in addition to those described in the Prospectus. Policies that are identified as "fundamental" may be changed with respect to the Fund only with the approval of the holders of a majority of the Fund's outstanding shares. Such majority is defined by the 1940 Act as the vote of the lesser of (i) 67% or more of the outstanding shares present at a meeting, if the holders of more than 50% of the Fund's outstanding shares are present in person or by proxy, or (ii) more than 50% of the Fund's outstanding shares. As to any of the following policies, if a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage resulting from a change in value of portfolio securities or amount of net assets will not be considered a violation of the policy. In the case of borrowing, however, the Fund will promptly take action to reduce the amount of a Fund’s borrowings outstanding if, because of changes in the net asset value of the Fund due to market action, the amount of such borrowings exceeds one-third of the value of the Fund’s net assets.

The Fund may not:

1.      Borrow money, except as permitted under the 1940 Act, as amended and as interpreted or modified by regulation from time to time.
2.      
Engage in the business of underwriting securities issued by others, except to the extent that the Fund may be considered an underwriter within the meaning of the Securities Act of 1933 in the disposition of restricted securities or in connection with its investments in other investment companies.
3.
Make loans, except that the Fund may (i) lend portfolio securities, (ii) enter into repurchase agreements, (iii) purchase all or a portion of an issue of debt securities, bank loan participation interests, bank certificates of deposit, bankers' acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities, and (iv) participate in an interfund lending program with other registered investment companies.
4.      Issue senior securities, except as permitted under the 1940 Act, as amended and as interpreted or modified by regulation from time to time.
5.

Purchase or sell real estate, except that the Fund may (i) invest in securities of issuers that invest in real estate or interests therein, (ii) invest in mortgage-related securities and other securities that are secured by real estate or interests therein, and (iii) hold and sell real estate acquired by the Fund as a result of the ownership of securities.

6.
Purchase or sell commodities, unless acquired as a result of owning securities or other instruments, but it may purchase, sell or enter into financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments and may invest in securities or other instruments backed by commodities.

 

 

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PORTFOLIO HOLDINGS DISCLOSURE

      The Fund has adopted policies and procedures governing the disclosure of information regarding the Fund's portfolio holdings. They are reasonably designed to prevent selective disclosure of the Fund's portfolio holdings to third parties, other than disclosures that are consistent with the best interests of the Fund's shareholders. The Board of Trustees is responsible for overseeing the implementation of these policies and procedures, and will review them annually to ensure their adequacy.

      These policies and procedures apply to employees of the Fund's Adviser, administrator, principal underwriter, and all other service providers to the Fund that, in the ordinary course of their activities, come into possession of information about the Fund's portfolio holdings. These policies and procedures are made available to each service provider.

      The following outlines the policies and procedures adopted by the Fund regarding the disclosure of portfolio related information:

      Generally, it is the policy of the Fund that no current or potential investor (or their representative), including any Fund shareholder (collectively, "Investors"), shall be provided information about the Fund's portfolio on a preferential basis in advance of the provision of that same information to other investors.

      Disclosure to Investors: . Limited portfolio holdings information for the Fund is available to all investors on the Van Eck website at www.vaneck.com. Information regarding the Fund’s top holdings and country and sector weightings, updated as of each month-end, is located on this website. Generally, this information is posted to the website within 30 days of the end of the applicable month. This information generally remains available on the website until new information is posted. The Fund reserves the right to exclude any portion of these portfolio holdings from publication when deemed in the best interest of the Fund, and to discontinue the posting of portfolio holdings information at any time, without prior notice.

      Best Interest of the Fund: Information regarding the Fund's specific security holdings, sector weightings, geographic distribution, issuer allocations and related information ("Portfolio-Related Information"), shall be disclosed to the public only (i) as required by applicable laws, rules or regulations, (ii) pursuant to the Fund's Portfolio-Related Information disclosure policies and procedures, or (iii) otherwise when the disclosure of such information is determined by the Fund's officers to be in the best interest of Fund shareholders.

      Conflicts of Interest: Should a conflict of interest arise between the Fund and other service providers regarding the possible disclosure of Portfolio-Related Information, the Fund's officers shall resolve any conflict of interest in favor of the Fund's interest. In the event that an officer of the Fund is unable to resolve such a conflict of interest, the matter shall be referred to the Trust’s Audit Committee for resolution.

      Equality of Dissemination: Shareholders of the Fund shall be treated alike in terms of access to the Fund's portfolio holdings. With the exception of certain selective disclosures, noted in the paragraph below, Portfolio-Related Information, with respect to the Fund, shall not be disclosed to any Investor prior to the time the same information is disclosed publicly (e.g., posted on the Fund's website). Accordingly, all Investors will have equal access to such information.

      Selective Disclosure of Portfolio-Related Information in Certain Circumstances: In some instances, it may be appropriate for the Fund to selectively disclose the Fund's Portfolio-Related Information (e.g., for due diligence purposes, disclosure to a newly hired adviser or sub-adviser, or disclosure to a rating agency) prior to public dissemination of such information.

      Conditional Use of Selectively-Disclosed Portfolio-Related Information: To the extent practicable, each of the Fund's officers shall condition the receipt of Portfolio-Related Information upon the receiving party's agreement to both keep such information confidential and not to trade Fund shares based on this information.

      Compensation: No person, including officers of the Fund or employees of other service providers or their affiliates, shall receive any compensation in connection with the disclosure of Portfolio-Related Information. Notwithstanding the

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foregoing, the Fund reserves the right to charge a nominal processing fee, payable to the Fund, to non-shareholders requesting Portfolio Related Information. This fee is designed to offset the Fund's costs in disseminating such information.

      Source of Portfolio Related Information: All Portfolio-Related Information shall be based on information provided by the Fund's administrator(s)/accounting agent.

      The Fund may provide non-public portfolio holdings information to third parties in the normal course of their performance of services to the Fund, including to the Fund’s auditors; custodian; financial printers; counsel to the Fund or counsel to the Fund’s independent trustees; regulatory authorities; and securities exchanges and other listing organizations. In addition, the Fund may provide non-public portfolio holdings information to data providers, fund ranking/rating services, and fair valuation services, such as Lipper, Morningstar, and FT Interactive. The entities to which the Fund voluntarily discloses portfolio holdings information are required, either by explicit agreement or by virtue of their respective duties to the Fund, to maintain the confidentiality of the information disclosed. Information that is provided to these parties, in the ordinary course of business, is provided on a quarterly basis, with at least a 30 day lag period.

      There can be no assurance that the Fund’s policies and procedures regarding selective disclosure of the Fund’s portfolio holdings will protect the Fund from potential misuse of that information by individuals or entities to which it is disclosed.

      The Board shall be responsible for overseeing the implementation of these policies and procedures. These policies and procedures shall be reviewed by the Board on an annual basis for their continuing appropriateness.

      Additionally, the Fund shall maintain and preserve permanently in an easily accessible place a written copy of these policies and procedures. The Fund shall also maintain and preserve, for a period not less than six years (the first two years in an easily accessible place), all Portfolio-Related Information disclosed to the public.

      Currently, there are no agreements in effect where non-public information is disclosed or provided to a third party. Should the Fund or Adviser establish such an agreement with another party, the agreement shall bind the party to confidentiality requirements and the duty not to trade on non-public information.

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INVESTMENT ADVISORY SERVICES

      The following information supplements and should be read in conjunction with the section in the Prospectus entitled “Information About Fund Management.”

      Van Eck Associates Corporation (the “Adviser”) acts as investment manager to the Trust and, subject to the supervision of the Board, is responsible for the day-to-day investment management of the Fund. The Adviser is a private company with headquarters in New York and manages other mutual funds, ETFs, private investment funds and separate accounts. The Adviser serves as investment manager to the Fund pursuant to the Advisory Agreement between the Trust and the Adviser.

      The Adviser has entered into Sub-Advisory Agreements with the following Sub-Advisers with respect to the Fund: Clutterbuck Capital Management LLC (“CCM”), Columbus Circle Investors, (“CCI”), Dix Hills Partners, LLC (“Dix Hills”), Lazard Asset Management LLC ("LAM"), Martingale Asset Management, L.P. (“Martingale”), PanAgora Asset Management, Inc. ("PanAgora") and Tetra Capital Management LLC (“Tetra”). As of the date of this SAI, the Fund's assets have not yet been allocated. In addition, the Adviser has retained Explorer Alternative Management, LLC (“Explorer”) to act as a Sub-Adviser to the Fund and to assist it in determining the appropriate allocation of the Fund’s assets among the Fund’s other Sub-Advisers as well as Underlying Funds. Explorer will not directly manage assets of the Fund. The Adviser and Sub-Advisers furnish an investment program for the Fund and determines, subject to the overall supervision and review of the Board of Trustees, what investments should be purchased, sold or held. With respect to the Fund, the Adviser recommends to the Board the employment, termination and replacement of Sub-Advisers. The Adviser, which has been an investment adviser since 1955, also acts as investment adviser or sub-investment adviser to other mutual funds registered with the SEC under the Act, and manages or advises managers of portfolios of pension plans and others.

      The Adviser or its affiliates provide the Fund with office space, facilities and simple business equipment and provide the services of executive and clerical personnel for administering the affairs of the Fund. Except as provided for in the Advisory Agreements, the Adviser or its affiliates compensate all executive and clerical personnel and Trustees of the Trust if such persons are employees or affiliates of the Adviser or its affiliates. The advisory fee is computed daily and paid monthly.

      The Advisory Agreement and Sub-Advisory Agreements provide that they shall each continue in effect from year to year with respect to the Fund as long as it is approved at least annually by (i) the Board or (2) by a vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act) , provided that in either event such continuance is also approved by a majority of the Board who are not "interested persons" (as defined in the 1940 Act) of the Trust by a vote cast in person at a meeting called for the purpose of voting on such approval. The Advisory Agreement and Sub-Advisory Agreements are terminable without penalty, on 60 days' notice, by the Board or by the vote of the holders of a majority (as defined in the 1940 Act) of the Fund’s outstanding voting securities. The Advisory Agreement and Sub-Advisory Agreements are also terminable upon 60 days notice by the Adviser and will terminate automatically if they are assigned (as defined in the 1940 Act).

      The management fee for the Fund is at an annual rate of (i) 1.00% of the Fund’s average daily net assets that are managed by the Adviser, and not by a Sub-Adviser, and that are invested in underlying Funds; and (ii) 1.60% of the Fund’s average daily net assets with respect to all other assets of the Fund. These fees are computed daily and paid monthly and include the fee paid to the Adviser for accounting and administrative services.

      Pursuant to the Advisory Agreement, the Trust has agreed to indemnify the Adviser for certain liabilities, including certain liabilities arising under the federal securities laws, unless such loss or liability results from willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties.

      The Adviser also serves as administrator for the Trust pursuant to the Advisory Agreement. Under the Advisory Agreement , the Adviser is obligated on a continuous basis to provide such administrative services as the Board of the Trust reasonably deems necessary for the proper administration of the Trust and the Fund. The Adviser will generally assist in all aspects of the Trust’s and the Fund’s operations; supply and maintain office facilities, statistical and research data, data processing services, clerical, accounting, bookkeeping and record keeping services (including without limitation

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the maintenance of such books and records as are required under the 1940 Act and the rules thereunder, except as maintained by other agents), internal auditing, executive and administrative services, and stationery and office supplies; prepare reports to shareholders or investors; prepare and file tax returns; supply financial information and supporting data for reports to and filings with the SEC and various state Blue Sky authorities; supply supporting documentation for meetings of the Board; provide monitoring reports and assistance regarding compliance with the Declaration of Trust, bylaws, investment objectives and policies and with federal and state securities laws; arrange for appropriate insurance coverage; calculate NAVs, net income and realized capital gains or losses; and negotiate arrangements with, and supervise and coordinate the activities of, agents and others to supply services.

THE DISTRIBUTOR

      Shares of the Fund are offered on a continuous basis and are distributed through Van Eck Securities Corporation, 335 Madison Avenue, New York, New York (the "Distributor"), a wholly owned subsidiary of the Adviser. The Trustees of the Trust have approved a Distribution Agreement appointing the Distributor as distributor of shares of the Fund. The Trust has authorized one or more intermediaries (who are authorized to designate other intermediaries) to accept purchase and redemption orders on the Trust’s behalf. The Trust will be deemed to have received a purchase or redemption order when the authorized broker or its designee accepts the order. Orders will be priced at the net asset value next computed after they are accepted by the authorized broker or its designee.

      The Distribution Agreement provides that the Distributor will pay all fees and expenses in connection with printing and distributing prospectuses and reports for use in offering and selling shares of the Fund and preparing, printing and distributing advertising or promotional materials. The Fund will pay all fees and expenses in connection with registering and qualifying their shares under federal and state securities laws. The Distribution Agreement is reviewed and approved annually by the Board of Trustees.

PLAN OF DISTRIBUTION (12b-1 PLAN)

      The Fund (Class A) has adopted a Plan pursuant to Rule 12b-1 (a “Plan”) which provides for the compensation of brokers and dealers who sell shares of the Fund or provide servicing. The Plans are compensation-type plans with a carry-forward provision, which provide that the Distributor recoup distribution expenses in the event the Plan is terminated. Pursuant to the Plans, the Distributor provides the Fund at least quarterly with a written report of the amounts expended under the Plans and the purpose for which such expenditures were made. The Trustees review such reports on a quarterly basis.

      The Plans are reapproved annually for the Fund, by the Trustees of the Trust, including a majority of the Trustees who are not “interested persons” of the Fund and who have no direct or indirect financial interest in the operation of the Plan. The Plan was approved by shareholders of the Fund on December 3, 2008.

      A Plan shall continue in effect as to the Fund, provided such continuance is approved annually by a vote of the Trustees in accordance with the Act. A Plan may not be amended to increase materially the amount to be spent for the services described therein without approval of the shareholders of the Fund, and all material amendments to the Plan must also be approved by the Trustees in the manner described above. A Plan may be terminated at any time, without payment of any penalty, by vote of a majority of the Trustees who are not “interested persons” of the Fund and who have no direct or indirect financial interest in the operation of the Plan, or by a vote of a majority of the outstanding voting securities of the Fund (as defined in the Act) on written notice to any other party to the Plan. A Plan will automatically terminate in the event of its assignment (as defined in the 1940 Act). So long as the Plan is in effect, the election and nomination of Trustees who are not “interested persons” of the Trust shall be committed to the discretion of the Trustees who are not “interested persons.” The Trustees have determined that, in their judgment, there is a reasonable likelihood that the Plan will benefit the Fund and their shareholders. The Fund will preserve copies of the Plan and any agreement or report made pursuant to Rule 12b-1 under the Act, for a period of not less than six years from the date of the Plan or such agreement or report, the first two years in an easily accessible place. For additional information regarding the Plans, see the Prospectus.

ADMINISTRATIVE AND PROCESSING SUPPORT PAYMENTS.

      The Fund may make payments (either directly or as reimbursement to the Distributor or an affiliate of the

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Distributor for payments made by the Distributor) to financial intermediaries (such as brokers or third party administrators) for providing the types of services that would typically be provided by the Fund’s transfer agent, including sub-accounting, sub-transfer agency or similar recordkeeping services, shareholder reporting, shareholder transaction processing, and/or the provision of call center support. These payments will be in lieu of, and may differ from, amounts paid to the Fund’s transfer agent for providing similar services to other accounts. These payments may be in addition to any amounts the intermediary may receive as compensation for distribution or shareholder servicing pursuant to the Fund’s Rule 12b-1 plan or as part of any revenue sharing or similar arrangement with the Distributor or its affiliates, as described elsewhere in the Prospectus.

PORTFOLIO MANAGER COMPENSATION

ADVISER:

      The Adviser's portfolio managers are paid a fixed base salary and a bonus. The bonus is based upon the quality of investment analysis and the management of the funds for which they serves as portfolio manager. Portfolio managers who oversee accounts with significantly different fee structures are generally compensated by discretionary bonus rather than a set formula to help reduce potential conflicts of interest. At times, the Adviser and affiliates manage accounts with incentive fees.

CCM

      CCM’s portfolio managers are paid a fixed base salary and a bonus. The bonus is based upon the quality of investment analysis and the management of the funds for which they manage. Portfolio managers who oversee accounts with significantly different fee structures are generally compensated by discretionary bonus rather than a set formula to help reduce potential conflicts of interest. CCM and affiliates manage accounts with incentive fees.

CCI

      Columbus Circle Investors seeks to maintain a competitive compensation program based on investment management industry standards to attract and retain superior investment professionals. Compensation structure is comprised of the following:

  • Base Salary Each member of the professional staff including Portfolio Managers, is paid a fixed base salary, which varies depending on the experience and responsibilities assigned to that individual. The firm's goal is to maintain competitive base salaries through an annual review process, which includes an analysis of industry standards, market conditions, and salary surveys.

  • Bonus Each member of the professional staff is eligible to receive an annual bonus. Targeted bonus amounts vary among professional staff based on the experience level and responsibilities. Bonus compensation is based upon the performance of the investment strategy and the role that person plays in adding to the overall value added to the portfolio(s).

  • Equity Payments Professional staff who are partners of CCI including Oliver Marti, receive a quarterly distributions based upon their equity ownership share and firm profitability.

      In addition, Oliver Marti earns a majority of the incentive fee (20% of hedge fund profits). The remaining incentive fee is kept by CCI. Oliver Marti also earns a portion of the management fee (2% of AUM) that the hedge fund generates. CCI keeps a majority share of the management fee. All Columbus Circle employees are eligible to participate in a competitive benefits package including health and retirement benefits in the form of a 401(k) plan.

EXPLORER

      Explorer’s management team is compensated through a combination of a guaranteed payment (base salary) and profit sharing. Management does not receive any benefits other than cash compensation. The profit share is based on

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profitability of the company at the end of the year. Explorer does not charge a performance fee; therefore the management team does not receive an incentive based bonus.

LAM

      LAM's portfolio managers are generally responsible for managing multiple types of accounts that may, or may not, invest in securities in which the Fund may invest or pursue a strategy similar to the Fund. Portfolio managers responsible for managing the portion of the assets of the Fund may also manage other registered investment companies, in a sub-advisory capacity or for LAM, collective investment trusts, unregistered funds and/or other pooled investment vehicles, separate accounts, separately managed account programs (often referred to as "wrap accounts") and model portfolios.

      LAM compensates portfolio managers by a competitive salary and bonus structure, which is determined both quantitatively and qualitatively. Salary and bonus are paid in cash and stock. Portfolio managers are compensated on the performance of the aggregate group of portfolios managed rather than for a specific fund or account. Various factors are considered in the determination of a portfolio manager's compensation. All of the portfolios managed by a portfolio manager are comprehensively evaluated to determine his or her positive and consistent performance contribution over time. Further factors include the amount of assets in the portfolios as well as qualitative aspects that reinforce LAM's investment philosophy.

      Total compensation is generally not fixed, but rather is based on the following factors: (i) leadership, teamwork and commitment, (ii) maintenance of current knowledge and opinions on companies owned in the portfolio; (iii) generation and development of new investment ideas, including the quality of security analysis and identification of appreciation catalysts; (iv) ability and willingness to develop and share ideas on a team basis; and (v) the performance results of the portfolios managed by the investment team. Variable bonus is based on the portfolio manager's quantitative performance as measured by his ability to make investment decisions that contribute to the pre-tax absolute and relative returns of the accounts managed by them, by comparison of such account to a predetermined benchmark (as set forth in the prospectus) over the current fiscal year and the longer-term performance (3-, 5- or 10-year, if applicable) of such account, as well as performance of the account relative to peers. The portfolio manager's bonus also can be influenced by subjective measurement of the manager's ability to help others make investment decisions.

MARTINGALE

      Martingale’s portfolio managers are generally responsible for managing multiple types of accounts that may, or may not, have investment objective, strategies, risks and fees similar to those of the Fund. Portfolio manager responsible for managing a portion of the assets of the Fund may also manage other sub-advised registered investment companies, collective investment trusts, unregistered funds and/or other pooled investment vehicles, separate accounts, separately managed account programs (often referred to as “wrap accounts”) and model portfolios. Compensation for all Martingale investment professionals includes an annual base salary, an opportunity to earn a yearly bonus, an attractive profit-sharing retirement plan and an opportunity for partnership. Changes in salary or bonus for individual employees are based on traditional employee performance evaluation criteria. The pool of funds available for salary, bonuses and profit sharing are linked to the overall success of the firm. Today, 12 Martingale employees own equity in the firm.

PANAGORA

PanAgora’s compensation package consists of base salary, a performance-based bonus, and equity incentives. Base salary and the performance bonus account for the majority of an employee’s remuneration. All investment professionals and senior executives receive industry competitive salaries (based on an annual industry) and are rewarded with meaningful performance-based annual bonuses, which can exceed 100% of base salary.

      All employees of the firm are evaluated by comparing their performance against tailored and specific objectives. These goals are developed and monitored through the cooperation of employees and their immediate supervisors. The performance bonus elements may comprise cash and/or equity incentives at the discretion of management. We do not have any fixed targets relating to those elements.

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      Senior employees of the company can own up to 20% of PanAgora through restricted stocks and options, under the provisions of the PanAgora Employees Ownership Plan. To ensure the retention benefit of the plan, the ownership is subject to a vesting schedule. The ownership is primarily shared by members of the senior management team as well as senior investment and research professionals.

TETRA

      The Portfolio Managers of Tetra Capital Management, LLC are paid an annual "guaranteed payment" (base). All Managing Members are paid a share of the incentive fee earned (if any) by the applicable private investment funds and accounts managed by Tetra. Incentive fees are paid annually and are calculated as a percentage of each applicable portfolio's absolute returns for the calendar year. As equity owners of Tetra Capital Management, LLC, the Managing Members are also entitled (in proportion to an agreed upon percentage) to a share of the management company's profits (if any). Tetra Capital Management, LLC's profits (if any) are derived from the management and incentive fees from two private investment funds and other managed accounts with similar strategies.

PORTFOLIO MANAGER SHARE OWNERSHIP

      As of the date of this SAI, none of the Portfolio Managers beneficially owned any Shares of the Fund.

OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGERS

      Below is a table of the number of other accounts managed within each of the following categories and the total assets in the accounts managed within each category, as of December 31, 2008

ADVISER

              Other Accounts Managed     Accounts with respect to which the advisory fee is
  Name of       (As of December 31, 2008)   based on the performance of the account
  Portfolio       Number of     Total Assets in            
  Manager   Category of Account   Accounts   Accounts   Number of Accounts   Total Assets in Accounts
        Registered                        
      investment   14   $4.4 billion   0   $0
      companies                
  Peter Liao                            
      Other pooled   0   $0   0   $0
      investment vehicles                
      Other accounts     0     $0     0     $0
        Registered                        
      investment   3   $72.8 million   0   $0
      companies                
  Michael Maizer                            
      Other pooled   0   $0   0   $0
      investment vehicles                
      Other accounts     0     $0     0     $0
        Registered                        
      investment   0   $0   0   $0
      companies                
  Jan van Eck                            
      Other pooled   0   $0   0   $0
      investment vehicles                
      Other accounts     0     $0     0     $0


- 20 -



CCM

              Other Accounts Managed     Accounts with respect to which the advisory fee is
         
(As of December 31, 2008)
  based on the performance of the account
  Name of Portfolio   Category of   Number of     Total Assets in            
  Manager  
Account
  Accounts   Accounts   Number of Accounts   Total Assets in Accounts
        Registered                        
  Robert T.   investment                
  Clutterbuck   companies   0   $0   0   $0
      Other pooled   0   $0   0   $0
      investment vehicles                
      Other accounts     2     $70 million     2     $70 million
        Registered                        
  Ryan R. Crane   investment   0   $0   0   $0
      companies                
      Other pooled     0     $0     0     $0
      investment vehicles                
      Other accounts     2     $70 million     2     $70 million
        Registered                        
  Robert C.   investment   0   $0   0   $0
  Clutterbuck   companies                
      Other pooled     0     $0     0     $0
      investment vehicles                
      Other accounts     2     $70 million     2     $70 million

CCI

              Other Accounts Managed     Accounts with respect to which the advisory fee is
         
(As of December 31, 2008)
  based on the performance of the account
  Name of Portfolio   Category of   Number of     Total Assets in            
  Manager  
Account
  Accounts   Accounts   Number of Accounts   Total Assets in Accounts
        Registered                        
  Oliver A. Marti   investment   0   $0   0   $0
      companies                
        Other pooled     3     $83 million     3     $83 million
      investment vehicles                
      Other accounts     3     $822 million     3     $822 million
        Registered                        
  Andrew W.   investment   0   $0   0   $0
  Oberwager   companies                
      Other pooled     3     $83 million     3     $83 million
      investment vehicles                
      Other accounts     3     $822 million     3     $822 million

Dix Hills

            Other Accounts Managed     Accounts with respect to which the advisory fee is
  Name of     (As of December 31, 2008)   based on the performance of the account
  Portfolio     Number of     Total Assets in            
  Manager   Category of Account Accounts   Accounts   Number of Accounts   Total Assets in Accounts
        Registered                      
  Joseph Baggett   investment 1   $100 million   0   $0
      companies              
      Other pooled   3     $246 million     0     $0
      investment vehicles              
      Other accounts   23     $446 million     19     $403 million


- 21 -



Explorer

            Other Accounts Managed     Accounts with respect to which the advisory fee is
  Name of     (As of December 31, 2008)   based on the performance of the account
  Portfolio     Number of     Total Assets in            
  Manager   Category of Account Accounts   Accounts   Number of Accounts   Total Assets in Accounts
        Registered                      
  Stephen H. Scott   investment 0   $0   0   $0
      companies              
      Other pooled   1     $88.3 million     0     $0
      investment vehicles              
      Other accounts   0     $0     0     $0
        Registered                      
  Seth P. Platt   investment 0   $0   0   $0
      companies              
      Other pooled   1     $88.3 million     0     $0
      investment vehicles              
      Other accounts   0     $0     0     $0

LAM

            Other Accounts Managed     Accounts with respect to which the advisory fee is
       
(As of December 31, 2008)
  based on the performance of the account
  Name of Portfolio   Category of Number of     Total Assets in            
  Manager  
Account
Accounts   Accounts   Number of Accounts   Total Assets in Accounts
        Registered                      
  David Cleary   investment 2   $121.5 million   0   $0
      companies              
      Other pooled   0     $0     0     $0
      investment vehicles              
      Other accounts   337     $416.1 million     0     $0
        Registered                      
  Christopher   investment 2   $121.5 million   0   $0
  Komosa   companies              
      Other pooled   0     $0     0     $0
      investment vehicles              
      Other accounts   337     $416.1 million     0     $0

Martingale

            Other Accounts Managed     Accounts with respect to which the advisory fee is
       
(As of December 31, 2008)
  based on the performance of the account
  Name of Portfolio   Category of Number of     Total Assets in            
  Manager  
Account
Accounts   Accounts   Number of Accounts   Total Assets in Accounts
        Registered                      
  William E. Jacques   investment 12   $551. 9 million   0   $0
      companies              
      Other pooled   11     $535.2 million     1     $21.1 million
      investment vehicles              
      Other accounts   82     $3.116 billion     1     $82.2 million
        Registered                      
  Samuel Nathans   investment 12   $551. 9 million   0   $0
      companies              
      Other pooled   11     $535.2 million     1     $21.1 million
      investment vehicles              
      Other accounts   82     $3.116 billion     1     $82.2 million
        Registered                      
  James M.   investment 12   $551. 9 million   0   $0
  Eysenbach   companies              
      Other pooled   11     $535.2 million     1     $21.1 million
      investment vehicles              
      Other accounts   82     $3.116 billion     1     $82.2 million


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PanAgora

            Other Accounts Managed     Accounts with respect to which the advisory fee is
       
(As of December 31, 2008)
  based on the performance of the account
  Name of Portfolio   Category of Number of     Total Assets in            
  Manager  
Account
Accounts   Accounts   Number of Accounts   Total Assets in Accounts
        Registered                      
  Edward Quian   investment 2   $38.4 million   0   $0
      companies              
      Other pooled   26     $2.8 billion     0     $0
      investment vehicles              
      Other accounts   34     $2.6 billion     9     $595.4 million
        Registered                      
  Patrick Bresnehan   investment 0   $0   0   $0
      companies              
      Other pooled   9     $787.1 million     0     $0
      investment vehicles              
      Other accounts   6     $83.4 million     4     $34.2 million
        Registered                      
  Brian Belton   investment 0   $0   0   $0
      companies              
      Other pooled   9     $787.1 million     0     $0
      investment vehicles              
      Other accounts   6     $83.4 million     4     $34.2 million

Tetra

            Other Accounts Managed     Accounts with respect to which the advisory fee is
  Name of     (As of December 31, 2008)   based on the performance of the account
  Portfolio     Number of     Total Assets in            
  Manager   Category of Account Accounts   Accounts   Number of Accounts   Total Assets in Accounts
        Registered                      
  Timothy O Toole   investment 0   $0   0   $0
      companies              
      Other pooled   2     $13.0 million     2     $9.6 million
      investment vehicles              
      Other accounts   3     $20.3 million     3     $20.3 million
        Registered                      
  William Wiese III   investment 0   $0   0   $0
      companies              
      Other pooled   2     $13.0 million     2     $9.6 million
      investment vehicles              
      Other accounts   3     $20.3 million     3     $20.3 million
        Registered                      
  Charles Jobson   investment 0   $0   0   $0
      companies              
      Other pooled   3     $216.3 million     3     $113.6 million
      investment vehicles              
      Other accounts   0     $0     0     $0

PORTFOLIO TRANSACTIONS AND BROKERAGE

      When selecting brokers and dealers to handle the purchase and sale of portfolio securities, the Adviser and Sub-Advisers look for prompt execution of the order at a favorable price. Generally, the Adviser and Sub-Advisers work with recognized dealers in these securities, except when a better price and execution of the order can be obtained elsewhere. The Fund will not deal with affiliates in principal transactions unless permitted by exemptive order or applicable rule or regulation. The Adviser and Sub-Advisers owe a duty to their clients to provide best execution on trades effected.

      The Adviser and Sub-Advisers assume general supervision over placing orders on behalf of the Trust for the purchase or sale of portfolio securities. If purchases or sales of portfolio securities of the Trust and one or more other investment companies or clients supervised by the Adviser and Sub-Advisers are considered at or about the same time, transactions in such securities are allocated among the several investment companies and clients in a manner deemed equitable to all by the Adviser and Sub-Advisers. In some cases, this procedure could have a detrimental effect on the price or volume of the security so far as the Trust is concerned. However, in other cases, it is possible that the ability to participate in volume transactions and to negotiate lower brokerage commissions will be beneficial to the Trust. The

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primary consideration is best execution.

      The portfolio managers may deem it appropriate for one fund or account they manage to sell a security while another fund or account they manage is purchasing the same security. Under such circumstances, the portfolio managers may arrange to have the purchase and sale transactions effected directly between the funds and/or accounts ("cross transactions"). Cross transactions will be effected in accordance with procedures adopted pursuant to Rule 17a-7 under the 1940 Act.

      Portfolio turnover may vary from year to year, as well as within a year. High turnover rates are likely to result in comparatively greater brokerage expenses. The overall reasonableness of brokerage commissions is evaluated by the Adviser and Sub-Advisers based upon their knowledge of available information as to the general level of commissions paid by other institutional investors for comparable services.

      The Adviser or a Sub-Adviser may cause the Fund to pay a broker-dealer who furnishes brokerage and/or research services, a commission that is in excess of the commission another broker-dealer would have received for executing the transaction, if it is determined that such commission is reasonable in relation to the value of the brokerage and/or research services as defined in Section 28(e) of the Securities Exchange Act of 1934, as amended, which have been provided. Such research services may include, among other things, analyses and reports concerning issuers, industries, securities, economic factors and trends and portfolio strategy. Any such research and other information provided by brokers to the Adviser or a Sub-Adviser is considered to be in addition to and not in lieu of services required to be performed by the Adviser or a Sub-Advisor under its Agreement with the Trust. The research services provided by broker-dealers can be useful to the Adviser or a Sub-Adviser in serving its other clients or clients of the Adviser’s affiliates. The Trustees periodically review the Adviser’s and Sub-Adviser’s performance of its responsibilities in connection with the placement of portfolio transactions on behalf of the Fund. The Trustees also review the commissions paid by the Fund over representative periods of time to determine if they are reasonable in relation to the benefits to the Fund.

      The Adviser does not consider sales of shares of the Fund as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. The Adviser has implemented policies and procedures pursuant to Rule 12b-1(h) that are reasonably designed to prevent the consideration of the sales of fund shares when selecting broker-dealers to execute trades.

      Due to the potentially high rate of turnover, the Fund may pay a greater amount in brokerage commissions than a similar size fund with a lower turnover rate. The portfolio turnover rates of the Fund may vary greatly from year to year. In addition, since the Fund may have a high rate of portfolio turnover, the Fund may realize an increase in the rate of capital gains or losses. Capital gains will be distributed annually to the shareholders. Capital losses cannot be distributed to shareholders but may be used to offset capital gains at the Fund level. See "Taxes" in the Prospectus and the SAI.

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TRUSTEES AND OFFICERS

      RESPONSIBILITIES OF THE BOARD

      The Board of Trustees is responsible for supervising the operation of the Trust and the Fund. It establishes the Fund’s major policies, reviews investments, and provides guidelines to the Adviser and others who provide services to the Fund. The Board of Trustees met seven times during the Trust’s fiscal year ending December 31, 2008. Each Trustee attended at least 75% of the total number of meetings of the Board. Since January 1, 2006, Mr. Richard D. Stamberger has served as the Chairman of the Board, and Mr. R. Alastair Short as Vice Chairman.

      STANDING COMMITTEES

      The Board of Trustees has an Audit Committee and a Governance Committee.

      AUDIT COMMITTEE

      During the 2008 fiscal year, the members of the Audit Committee were all the Independent Trustees. This Committee met twice during 2008. The duties of this Committee include meeting with representatives of the Trust’s independent accountants to review fees, services, procedures, conclusions and recommendations of independent registered public accounting firms and to discuss the Trust’s system of internal controls. Thereafter, the Committee reports to the Board of the Committee’s findings and recommendations concerning internal accounting matters as well as its recommendation for retention or dismissal of the auditing firm. Currently, the Audit Committee’s financial expert is R. Alastair Short. Mr. Short has served as the Chairman of the Audit Committee since January 1, 2006.

      GOVERNANCE COMMITTEE

      During the 2008 fiscal year, the members of the Governance Committee were all the Independent Trustees. This Committee met two times during 2008. The duties of this Committee include consideration of recommendations on nominations for Trustees, review of the composition of the Board, and recommendations of meetings, compensation and similar matters. Currently, Mr. Jon Lukomnik serves as the Chairman of the Governance Committee.

      The Independent Trustees are solely responsible for nominating Independent Trustees for election by shareholders. All Trustees considered for appointment or nomination are required to complete a questionnaire designed to elicit information concerning his or her real or perceived independence in relation to the Trust, other Van Eck funds, the Adviser or any affiliated persons, potential conflicts of interest, and other factual information necessary for compliance with the securities laws.

      The Independent Trustees shall, when identifying candidates for the position of Independent Trustee, consider candidates recommended by a shareholder of the Fund if such recommendation provides sufficient background information concerning the candidate and evidence that the candidate is willing to serve as an Independent Trustee if selected, and is received in a sufficiently timely manner. Shareholders should address recommendations in writing to the attention of the Governance Committee, c/o the Secretary of the Trust. The Secretary shall retain copies of any shareholder recommendations which meet the foregoing requirements for a period of not more than 12 months following receipt. The Secretary shall have no obligation to acknowledge receipt of any shareholder recommendations.

      The Board generally adheres to certain procedures for the selection of Trustee nominees. First, the Board meets with candidates and conducts interviews of candidates. The Board then discusses the candidates, their interviews, and their credentials. Lastly, the Board submits the candidates’ names to formal elections.

      ADDITIONAL INDEPENDENT TRUSTEES SESSIONS

      The Independent Trustees meet regularly in executive sessions among themselves and with their counsel to consider a variety of matters affecting the Trust. These sessions generally occur prior to, or during, scheduled Board meetings and at such other times as the Independent Trustees may deem necessary.

      TRUSTEE INFORMATION

      The Trustees of the Trust, their address, position with the Trust, age and principal occupations during the past five years are set forth below.

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                  NUMBER OF        
   TRUSTEE S       PRINCIPAL PORTFOLIOS IN Fund      
  NAME,   POSITION(S) HELD WITH Fund   OCCUPATION(S) COMPLEX(3)   OTHER DIRECTORSHIPS  
  ADDRESS(1)   TERM OF OFFICE(2) AND   DURING PAST OVERSEEN BY   HELD OUTSIDE THE  
  AND AGE   LENGTH OF TIME SERVED   FIVE YEARS TRUSTEE   FUND COMPLEX(3)  
  INDEPENDENT TRUSTEES:            
  Jon Lukomnik      Trustee since March 2006      Managing Partner, Sinclair   9      Sears Canada, Inc.  
  52 (++)(P)       Capital LLC, 2008 to        
          present; Program Director,        
          IRRC Institute, 2008 to        
          present.        
  Jane DiRenzo     Trustee since July 2007     Managing Director, R3   9     Director and Chair of Audit  
  Pigott       Group, LLC, 2002 to     Committee of 3E Company.  
  52 (++)(P)       present.        
  Wayne H. Shaner     Trustee since March 2006     Managing Partner,   9     Director, The Torray Funds,  
  61 (++)(P)       Rockledge Partners LLC,     since 1993 (Chairman of  
          2003 to present; Public     the Board since December  
          Member Investment     2005).  
          Committee, Maryland State        
          Retirement System since        
          1991; Vice President,        
          Investments, Lockheed        
          Martin Corporation        
          (formerly Martin Marietta        
          Corporation), 1976-        
          September 2003.        
  R. Alastair Short     Vice Chairman, Trustee Since June     President, Apex Capital   38     Director, Kenyon Review;  
  55 (++)(P)   2004   Corporation (personal     Director, The Medici  
          investment vehicle), Jan.     Archive Project.  
          1988 to present; Vice        
          Chairman, W. P. Stewart &        
          Co.,Ltd. (asset        
          management firm),        
          September 2007 to        
          September 2008;        
          Managing Director, The        
          GlenRock Group, LLC        
          (private equity investment        
          firm), May 2004 to        
          September 2007.        
  Richard D.     Chairman, Trustee Since 1994     President and CEO,   38     None.  
  Stamberger       SmartBrief, Inc. (media company)        
  49 (++)(P)       1998 to present.        
  Robert L. Stelzl     Trustee since July 2007     Trustee, Joslyn Family   9     Director, Brookfield  
  63 (++)(P)       Trusts, 2003 to present;     Properties, Inc.; Director  
          Principal, Colony Capital,     and Chairman, Brookfield  
          Inc., 1990 to 2004.     Homes, Inc.  

 

 

(1)       

The address for each Trustee and officer is 335 Madison Avenue, 19th Floor, New York, New York 10017.

 
(2)

Each Trustee serves until resignation, death, retirement or removal. The Board established a mandatory retirement policy applicable to all independent Trustees, which provides that Independent Trustees shall resign from the Board on December 31 of the year such Trustee reaches the age of 75.

 
(3)

The Fund Complex consists of Van Eck Funds, Van Eck Worldwide Insurance Trust and Market Vectors ETF Trust.

 
(++)

Member of the Governance Committee. (P) Member of the Audit Committee.

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OFFICER INFORMATION

      The executive officers of the Trust, their age and address, the positions they hold with the Trust, their term of office and length of time served and their principal business occupations during the past five years are shown below.

  OFFICER’S NAME,           TERM OF OFFICER AND      
  ADDRESS (1)       LENGTH OF TIME   PRINCIPAL OCCUPATIONS
  AND AGE   POSITION(S) HELD WITH FUND   SERVED   DURING THE PAST FIVE YEARS
  Russell G. Brennan,     Assistant Vice President and     Since 2008     Assistant Vice President and Assistant Treasurer of the
  44   Assistant Treasurer       Adviser, Van Eck Associates Corporation (Since 2008);
              Manager (Portfolio Administration) of the Advisor
              (September 2005- October 2008); Vice President,
              Robeco Investment Management (July1990-September 2005);
              Officer of other investment companies advised by the Adviser.
  Charles T. Cameron,     Vice President     Since 1996     Director of Trading and Portfolio Manager for the
  49           Adviser; Officer of other investment companies advised
              by the Adviser.
  Susan C. Lashley,     Vice President     Since 1998     Vice President of the Adviser and Van Eck Securities
  54           Corporation (VESC); Officer of other investment
              companies advised by the Adviser.
  Thomas K. Lynch,     Chief Compliance Officer     Since 2007     Chief Compliance Officer of the Adviser and
              Van Eck Absolute Return Advisers Corp. (VEARA)
  52           (Since December 2006) and of VESC (since August 2008) ;
              Vice President of the Adviser and VEARA; Treasurer
              (April 2005-December 2006); Second Vice President
              of Investment Reporting, TIAA-CREF (January 1996-
              April 2005). Officer of other investment companies
              advised by the Adviser.
  Laura I. Martínez, 29     Assistant Vice President and     Since 2008     Assistant Vice President and Asscociate General Counsel
      Assistant Secretary       of the Adviser (Since 2008); Associate, Davis Polk &
              Wardwell (October 2005-June 2008); Stanford Law School
              (September 2002-June 2005); Officer of other investment
              companies advised by the Adviser.
  Joseph J. McBrien,     Senior Vice President, Secretary     Since 2005     Senior Vice President, General Counsel and Secretary
  61   and Chief Legal Officer       of the Adviser, VESC and VEARA (Since December
              2005); Managing Director, Chatsworth Securities LLC
              (March 2001-November 2005); Officer of other
              investment companies advised by the Adviser.
  Jonathan R. Simon,     Vice President and Assistant     Since 2006     Vice President and Associate General Counsel of the
  34   Secretary       Adviser (Since 2006); Vice President and Assistant
              Secretary of VEARA and VESC (Since 2006); Associate,
              Schulte Roth & Zabel (July 2004-July 2006); Associate,
              Carter Ledyard & Milburn LLP (September 2001-July
              2004); Officer of other investment companies advised by
              the Adviser.
  Bruce J. Smith,     Senior Vice President and Chief     Since 1985     Senior Vice President and Chief Financial Officer of the
  54   Financial Officer       Adviser; Senior Vice President, Chief Financial Officer,
              Treasurer and Controller of VESC and VEARA; Officer of
              other investment companies advised by the Adviser.
  Derek S. van Eck,     Chief Executive Officer and     Since 2009     Director, Executive Vice President, Chief Investment
  44           Officer and Co-Chief Executive Officer of the Adviser;
              Director and Executive Vice President,VESC and VEARA;
      President       Director of Greylock Capital Associates LLC; Officer of
              other investment companies advised by the Adviser.
  Jan F. van Eck,     Executive Vice President     Since 2005     Director, Executive Vice President, and Co-Chief Executive
  45           Officer of the Adviser; Director and Executive Vice President
              of VESC; Director and President of VEARA; Trustee of
              Market Vectors ETF Trust; Officer of other investment
              companies advised by the Adviser.
 

(1) The address for each Executive Officer is 335 Madison Avenue Avenue,19th Floor, New York, NY 10017.

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TRUSTEE SHARE OWNERSHIP

      For each Trustee, the dollar range of equity securities beneficially owned by the Trustee in the Fund and in the Family of Investment Companies (Family of Investment Companies includes all of the registered investment companies advised by the Adviser) for the calendar year ended December 31, 2008 is shown below.

        Aggregate Dollar Range of Equity
        Securities in all Registered Investment
    Dollar Range of Equity Securities in the   Companies Overseen By Trustee In Family
    Fund   of Investment Companies (As of December
Name of Trustee             (As of December 31, 2008)             31, 2008)
Jon Lukomnik   None   Over $100,000
Jane DiRenzo Pigott   None   $50,001 – $100,000
Wayne Shaner   None   $1 – 10,000
R. Alastair Short   None   $10,001 - $50,000
Richard D. Stamberger   None   Over $100,000
Robert Stelzl   None   $10,001 - $50,000

      As of the date of this SAI, all of the Trustees and Officers as a group owned less than 1% of shares outstanding of each of the Fund.

2008 COMPENSATION TABLE

      The Trustees are paid for services rendered to the Trust and the Van Eck Worldwide Insurance Trust (the “Van Eck Trusts”), each a registered investment company managed by the Adviser, which are allocated to each series of the Van Eck Trusts based on their average daily net assets. Each Independent Trustee is paid an annual retainer of $40,000, a per meeting fee of $5,000 for scheduled quarterly meetings of the Board and each special meeting of the Board and a per meeting fee of $2,500 for telephonic meetings. The Trust pays the Chairman of the Board an annual retainer of $15,000, the Chairman of the Audit Committee an annual retainer of $5,000 and the Chairman of the Governance Committee an annual retainer of $5,000. The Trust also reimburses each Trustee for travel and other out-of-pocket expenses incurred in attending such meetings. No pension or retirement benefits are accrued as part of Trustee compensation.

      The Independent Trustees may elect to defer payment of all or any portion of the fees they earn in accordance with a Deferred Compensation Plan (the “Plan”). Under the Plan, an Independent Trustee may elect to have his or her deferred fees treated as if they had been invested in the shares of one or more series of theTrust and the amount paid to an Independent Trustee under the Plan will be determined based on the performance of such investments. Distributions from the Plan may be made in a lump sum or in up to ten annual installments. The Plan will remain unfunded for federal income tax purposes. Deferral of Independent Trustee fees in accordance with the Plan will have a negligible impact on the Funds’ assets and liabilities and will not obligate the Trust to retain any Trustee or pay any particular level of compensation.

      The table below shows the compensation paid to the Trustees for the fiscal year ended December 31, 2008. Annual Trustee fees may be reviewed periodically and changed by the Trust’s Board.

                  Pension or            
      Aggregate   Deferred           Retirement Benefits   Estimated   Total Compensation From  
      Compensation   Compensation   Accrued as Part of   Annual   the Van Eck Trusts and  
      From the Van   From the Van           the Van Eck Trusts’   Benefits Upon   the Fund Complex (1) Paid  
    Name of Trustee             Eck Trusts             Eck Trusts             Expenses (2)             Retirement             to Trustee (2)    
  Jon Lukomnik   $ 0   $ 56,000   N/A   N/A   $ 56,000  
  Jane DiRenzo Pigott   $ 0   $ 52,500   N/A   N/A   $ 52,500  
  Wayne Shaner   $ 52,500   $ 0   N/A   N/A   $ 52,500  
  R. Alastair Short   $ 56,000   $ 0   N/A   N/A   $ 136,000  
  Richard D. Stamberger   $ 47,812   $ 15,938   N/A   N/A   $ 141,250  
  Robert Stelzl   $ 26,250   $ 26,250   N/A   N/A   $ 52,500  

(1) The “Fund Complex“ consists of Van Eck Funds, Van Eck Worldwide Insurance Trust and Market Vectors ETF Trust.

(2) Because the Funds of the Fund Complex have different fiscal year ends, the amounts shown are presented on a calendar year basis.


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POTENTIAL CONFLICTS OF INTEREST

ADVISER

      The Adviser (and its principals, affiliates or employees) may serve as investment adviser to other client accounts and conduct investment activities for their own accounts. Such "Other Clients" may have investment objectives or may implement investment strategies similar to those of the Fund. When the Adviser implements investment strategies for Other Clients that are similar or directly contrary to the positions taken by a Fund, the prices of the Fund's securities may be negatively affected. For example, when purchase or sales orders for a Fund are aggregated with those of other Funds and/or Other Clients and allocated among them, the price that the Fund pays or receives may be more in the case of a purchase or less in a sale than if the Adviser served as adviser to only the Fund. When Other Clients are selling a security that a Fund owns, the price of that security may decline as a result of the sales. The compensation that the Adviser receives from other clients may be higher than the compensation paid by a Fund to the Adviser. The Adviser does not believe that its activities materially disadvantage a Fund. The Adviser has implemented procedures to monitor trading across the Funds and its other clients.

SUB-ADVISERS

CCM

      CCM (and its principals, affiliates or employees) may also serve as investment adviser to other client accounts and conduct investment activities for their own accounts. Such "Other Clients" may have investment objectives or may implement investment strategies similar to those of the Fund. When CCM implements investment strategies for other clients that are similar or directly contrary to the positions taken by the Fund, the prices of the Fund's securities may be negatively affected. For example, when purchase or sales orders for the Fund are aggregated with those of other Funds and/or other clients and allocated among them, the price that the Fund pays or receives may be more in the case of a purchase or less in a sale than if CCM served as adviser to only the Fund. When other clients are selling a security that the Fund owns, the price of that security may decline as a result of the sales. The compensation that CCM receives from other clients may be higher than the compensation paid by the Fund to CCM. CCM does not believe that its activities materially disadvantage the Fund. CCM has implemented procedures to monitor trading across the Fund and its other clients.

CCI

      CCI focuses on providing Institutional Equity Management services. CCI provides portfolio management services to high net worth individuals, pension and profit-sharing plans, Taft-Hartley plans, charitable institutions, foundations, endowments, municipalities, trust programs, registered mutual funds, private investment funds and other institutions. CCI manages Large Cap, Mid Cap, Small Cap, Technology, Healthcare and Custom Cap equity portfolios for its clients.

      CCI's clients include both affiliated and unaffiliated registered investment companies and private investment funds. In some cases, CCI has also entered into performance fee arrangements with qualified clients. CCI, its affiliates and personnel additionally have personal investments in its affiliated private funds. Such affiliations and fee arrangements create an incentive to favor certain accounts over other accounts in the allocation of investment opportunities. CCI has procedures designed and implemented to ensure that all clients are treated fairly and equally, and to prevent these conflicts from influencing the allocation of investment opportunities among clients. These procedures involve aggregating portfolio transactions and allocating them among similarly managed client accounts on a pro rata basis (or rotational basis for IPOs, as necessary) subject to specific account restrictions or limiting circumstances.

      In placing orders for the purchase and sale of securities for its clients, CCI seeks quality execution at favorable prices through responsible broker-dealers. In selecting broker-dealers to execute transactions, CCI considers such factors as the brokers' reliability, the quality of its execution services, its financial condition, its commission rates on agency transactions, its ability to use capital, and the general brokerage and research services that it provides. CCI does utilize client commissions for the purchase of research and order execution services provided these services assist CCI in the investment process. CCI also utilizes brokers who refer investors to CCI. CCI monitors its brokerage allocation decision-making and does not consider referrals in its brokerage selection processes. CCI also does not execute any client transactions through affiliated entities.

- 29 -



      CCI has also adopted a Code of Ethics that govern its investment management services. This document emphasizes CCI's fiduciary duty and commitment to fair and equitable treatment, including prohibitions on insider trading. The Code of Ethics is further designed to assure that the personal securities transactions, activities and interests of the employees of CCI will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Under the Code, certain classes of securities have been designated as exempt transactions, based upon a determination that these would materially not interfere with the best interest of CCI's clients. In addition, the Code requires pre-clearance of many transactions, and restricts trading in close proximity to client trading activity. Nonetheless, because the Code of Ethics in some circumstances would permit employees to invest in the same securities as clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee. Employee trading is continually monitored under the Code of Ethics, and to reasonably prevent conflicts of interest between CCI and its clients.

      Finally, CCI votes proxies according to pre-determined issues and according to an independent third party's recommendations if the matter does not meet the established voting parameters. However, should CCI determine not to accept the third party's recommendation and a conflict of interest exists, then CCI would request client consent to vote the issue. Conflicts of interest may exist if CCI manages assets for an issuer or other business relationships exist between CCI and an issuer.

Dix Hills

      Conflicts of interest may arise when a portfolio manager is responsible for the management of more than one account. The principal types of these potential conflicts may include: Time and Attention . The management of multiple Portfolios and/or accounts may give rise to potential conflicts of interest as the portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. This could result in a portfolio manager devoting unequal time and attention to the management of each Portfolio and/or other accounts. The effect of this potential conflict may be more pronounced where Portfolios and/or accounts overseen by a particular portfolio manager have different objectives, benchmarks, time horizons, and fees. Dix Hills Partners utilizes our core investment research and expresses it in a coordinated fashion across all our portfolios to assure that all clients get the benefit of our research in the way it was intended.

      Investment Opportunities. Dix Hills Partners seek to manage such potential conflicts by using procedures intended to provide a fair allocation of buy and sell opportunities among Portfolios and other accounts.

      Variation in Incentives. A conflict of interest may arise where the financial or other benefits available to the portfolio manager differ among the portfolios and/or accounts that he or she manages. If the structure of the investment adviser’s management fee and/or the portfolio manager’s compensation differs among Portfolios and/or accounts (such as where certain Portfolios or accounts pay higher management fees or performance-based management fees), the portfolio manager might be motivated to help certain Portfolios and/or accounts over others. In addition, the portfolio manager might be motivated to favor Portfolios and/or accounts in which he or she has an interest or in which the investment adviser and/or its affiliates have interests. Similarly, the desire to maintain assets under management or to enhance the portfolio manager’s performance record or to derive other rewards, financial or otherwise, could influence the portfolio manager in affording preferential treatment to those Portfolios and/or accounts that could most significantly benefit the portfolio manager. Dix Hills Partners manages this by not compensating portfolio managers on an account by account basis. We incent our portfolio managers to work for our clients fairly and equally, not o the basis of revenue to the firm or them personally.

      Personal Accounts. Portfolio managers are prohibited from purchasing or selling securities for their own personal accounts or the personal accounts of family members around periods of client transactions, which could potentially influence the marketplace or security price for a client, or trade in a security that could be affected by our client’s trade. To mitigate this potential conflict of interest, Dix Hills Partners have adopted Codes of Ethics or other policies and procedures governing the personal securities transactions of all employees, including our portfolio managers to avoid all such conflicts.

      Differing Strategies. At times, a portfolio manager may take a position in an account that may be appropriate for only some of the Portfolios and/or accounts for which he or she exercises investment responsibility, all based on pre-

- 30 -



determined guidelines. In these cases, the portfolio manager may place separate transactions for one or more Portfolios or accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other Portfolios and/or accounts.

      Dix Hills Partners have adopted compliance policies and procedures, as applicable, that are designed to address these, and other, types of conflicts of interest. There is no guarantee, however, that such policies and procedures will be able to detect and/or prevent every situation where a conflict arises. As conflicts arise, we address them upfront and immediately.

Explorer

      From time to time various potential and actual conflicts of interest may arise from the overall advisory, investment and other activities of Explorer, its affiliates, its employees and clients (each an "Adviser Affiliate" and collectively the "Adviser Affiliates"). The following briefly summarizes some of these conflicts but is not intended to be an exhaustive list of such conflicts. Like most investment managers, the Adviser Affiliates may manage multiple accounts with the same or similar investment objectives and may have financial incentives to favor certain accounts over others. The Adviser Affiliates owe a fiduciary duty to each client not to unfairly discriminate between clients. The Adviser Affiliates may, if eligible, invest in domestic or foreign pooled investment vehicles ("Investment Vehicles") managed by Explorer and its affiliates. The Adviser Affiliates may invest on behalf of themselves and clients in securities that would be appropriate for or held by or considered for investment for Explorer’s clients.

      The investment team (the “Investment Committee”) engages in side-by-side management of both registered investment funds and investment accounts, which may raise potential conflicts of interest for Explorer, including without limitation those associated with any differences in fee structure. Such side-by-side management may result in the Investment Committees devoting unequal time or attention to the management of the Fund. Explorer believes, however, that the use of the Investment Committees as part of its specialist-based investment process encourages consistent portfolio management by reducing individual biases and increasing collaborative analysis. Nonetheless, certain limited investment opportunities identified by the members of the Investment Committees may be suitable for more than one Fund or other account. The Fund may not receive an allocation to such an opportunity or the Fund's allocation may be limited as a result of investments in the opportunity by other eligible accounts. To deal with these situations, Explorer has adopted procedures for allocating portfolio transactions across multiple accounts. Additionally, the appearance of a conflict of interest may arise in circumstances where members of the Investment Committees have an incentive, which relates to the management of an account but not to all of the accounts with respect to which the Investment Committees have day-to-day management responsibility. Explorer and the Fund has adopted certain compliance procedures designed to address these types of conflicts. However there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

      The Adviser Affiliates may provide investment banking, placement agent, merchant banking and other financial services including prime brokerage and lending arrangements for, and will in some cases expect to receive compensation directly or indirectly from the issuers or obligors and market participants, including Explorer's clients, related to the investments held in Explorer's client portfolios. Accordingly, the Adviser Affiliates may have been involved in the structuring, placement and sale of such investments. Likewise, the Adviser Affiliates may serve on creditor's committees or advise companies in bankruptcy or insolvency proceedings or otherwise be engaged in financial restructuring activities for entities with securities selected by Explorer for investment by investment vehicles or on behalf of clients to which Explorer provides discretionary and/or non-discretionary advice ("Advisory Clients") for a negotiated fee. Further, the Adviser Affiliates may have ongoing relationships with companies including hedge funds whose securities are in or are being considered for the portfolios of Explorer's clients. In addition, the Adviser Affiliates may invest and may have already invested in hedge funds owned by the portfolios of investment vehicles or Advisory Clients (including the Fund). The making of such investments is based on independent considerations for each investment vehicle or Advisory Client (including the Fund). It is possible that one investment vehicle or Advisory Client (including the Fund may seek to redeem an interest in a particular hedge fund when another investment vehicle or Advisory Client (including the Fund) is purchasing an interest in such hedge fund.

      Explorer, consistent with its fiduciary duty to each client, will endeavor to resolve conflicts in a manner which it deems equitable to the extent possible under the prevailing facts and circumstances as well as over time. Explorer

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currently manages multiple portfolios and it will devote as much time to each client as it deems appropriate to perform its duties. The personnel of Explorer may have conflicts with similar strategies or investments objectives and may hold the same investments across many client accounts or hold the same positions held by the Fund. Investment opportunities are allocated in a manner which Explorer deems fair and equitable over time, generally considering a number of factors, primarily, client guidelines, legal and tax concerns and Explorer's investment outlook. Explorer's outlook is based in general on its overall view of market conditions relative to the Fund as well as the nature and size of existing positions and cash inflows and repurchases. There is no assurance that all portfolios under the management of Explorer will hold the same hedge funds or will experience similar performance.

      Explorer has adopted policies and procedures designed to address the proper handling of material non-public information ("Information") while in possession of such Information. Generally, Explorer and its employees may not trade for clients or themselves or recommend trading in securities of a company while in possession of Information or disclose such Information to any person not entitled to receive it. By reason of the various activities of Explorer and its affiliates, Explorer may be restricted from effecting transactions in certain investments that might otherwise have been initiated or may not access Information that other market participants or counterparties have received.

      Except as described above, Hedge Fund Managers are unaffiliated with Explorer and Explorer will have no control over Hedge Fund Managers and no ability to detect, prevent or protect the Fund from their misconduct or bad judgment. Hedge Fund Managers may be subject to conflicts of interest due to hedge fund incentive fees, which may cause a Hedge Fund Manager to favor hedge fund clients having the highest fees over other clients. In addition, Hedge Fund Managers may use conflicting buying and selling strategies for different accounts under management. Lack of disclosure relating to the payment of fees and provision of services by prime brokers to hedge funds also may mask conflicts on the part of Hedge Fund Managers.

      The general partners, managing members, investment managers, and other affiliates of any of the hedge funds may have conflicts of interest. For example, such persons may be affiliated or have a relationship with a broker-dealer firm through which a portion of the hedge fund's transactions are conducted and such person may receive a portion of the brokerage commissions resulting from such transactions. In addition, such hedge funds may engage in other transactions (although generally not lending transactions) with affiliated parties on terms and conditions not determined through arm'slength negotiations. Further, Explorer may itself seek to encourage the Hedge Fund Managers to trade with or through the Distributor or its affiliates. However, any such trades will be on an arm's-length basis.

LAM

      LAM's portfolio managers manage multiple accounts for a diverse client base, including private clients, institutions and investment funds. LAM manages all portfolios on a team basis. The team is involved at all levels of the investment process. This team approach allows for every portfolio manager to benefit from his/her peers, and for clients to receive the firm's best thinking, not that of a single portfolio manager. LAM manages all like investment mandates against a model portfolio. Specific client objectives, guidelines or limitations then are applied against the model, and any necessary adjustments are made. Although the potential for conflicts of interest exists when an investment adviser and portfolio managers manage other accounts that invest in securities in which the Fund may invest or that may pursue a strategy similar to one of the Fund's component strategies (collectively, "Similar Accounts"), LAM has procedures in place that are designed to ensure that all accounts are treated fairly and that the Fund is not disadvantaged, including procedures regarding trade allocations and "conflicting trades" (e.g., long and short positions in the same security, as described below). In addition, the Fund, as a series of a registered investment company, is subject to different regulations than certain of the Similar Accounts, and, consequently, may not be permitted to engage in all the investment techniques or transactions, or to engage in such techniques or transactions to the same degree, as the Similar Accounts. Potential conflicts of interest may arise because of LAM's management of the Fund and Similar Accounts. For example, conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities, as LAM may be perceived as causing accounts it manages to participate in an offering to increase its overall allocation of securities in that offering, or to increase its ability to participate in future offerings by the same underwriter or issuer. Allocations of bunched trades, particularly trade orders that were only partially filled due to limited availability, and allocation of investment opportunities generally, could raise a potential conflict of interest, as LAM may have an incentive to allocate securities that are expected to increase in value to preferred accounts. Initial public offerings, in particular, are frequently of very limited availability. Additionally, portfolio managers may be perceived to have a conflict

- 32 -



of interest because of the large number of Similar Accounts, in addition to the Fund, that they are managing on behalf of LAM. In -addition, LAM could be viewed as having a conflict of interest to the extent that LAM and/or portfolio managers have a materially larger investment in a Similar Account than their investment in the Fund. Although LAM does not track each individual portfolio manager's time dedicated to each account, LAM periodically reviews each portfolio manager's overall responsibilities to ensure that he or she is able to allocate the necessary time and resources to effectively manage the particular portion of the Fund's assets for which he or she is responsible. A potential conflict of interest may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by the other account, or when a sale in one account lowers the sale price received in a sale by a second account. Although Mr. Cleary does not currently manage any accounts with respect to which the advisory fee is based on the performance of the account, other portfolio managers employed by LAM manage hedge funds that are subject to performance/incentive fees. Certain hedge funds managed by LAM may also be permitted to sell securities short. However, LAM currently does not have any portfolio managers that manage both hedge funds that engage in short sales and long-only accounts, including open-end and closed end registered investment companies. When LAM engages in short sales of securities of the type in which the Fund invests, LAM could be seen as harming the performance of the Fund for the benefit of the account engaging in short sales if the short sales cause the market value of the securities to fall. LAM has procedures in place to address these potential conflicts of interest.

Martingale

      Martingale’s portfolio managers manage multiple accounts for a diverse client base, including private clients, institutions and investment funds. Martingale manages all portfolios on a team basis. The team is involved at all levels of the investment process. This allows for every portfolio manager to benefit from his peers and for client to receive the firm’s best thinking, not that of a single portfolio manager. All accounts are rebalanced individually to maximize its return per unit of risk. Martingale does not manage a model portfolio, passing along its holdings and transaction information to client portfolios. Martingale’s policy is to aggregate client transactions where possible and when advantageous to clients. In these instances clients participating in any aggregated transactions will receive an average share price and transaction costs will be shared equally and on a pro-rata basis. As a matter of policy, trade allocation procedures must be fair and equitable to all clients with no particular group or client(s) being favored or disfavored over any other clients. Martingale's policy prohibits any allocation of trades in a manner that Martingale's proprietary accounts, affiliated accounts, or any particular client(s) or group of clients receive more favorable treatment than other client accounts. In the event that Martingale trades a single security in many accounts on the same day, all accounts will be bundled together for execution and any partially completed trades will be allocated pro rata. This type of “one off” trade can be done any day during the month regardless of Martingale’s trading calendar.

PanAgora

      PanAgora is a fiduciary that owes each of its clients a duty of care and loyalty. PanAgora is required to manage each client’s portfolio and to execute securities transactions for clients in a manner that is most favorable under the circumstances. Accordingly, it is PanAgora’s policy to identify circumstances and relationships between PanAgora, its personnel, other clients and other affiliates that are or could potentially be deemed a conflict of interest to PanAgora and assess the impact of such conflict on its clients, and to devise policies and associated procedures to address the conflict of interest. PanAgora’s policies and procedures will be fair and equitable for PanAgora and its clients. PanAgora will not disadvantage a client relative to PanAgora or its affiliates and will make full disclosure of those conflicts to its clients. The Compliance Officer, Investment Professionals and Management Committee are responsible for identifying whether conflicts do or may exist, ensuring that conflicts are addressed in a fair and equitable manner and ensuring that conflicts are adequately disclosed to clients.

Tetra

      High ethical standards are essential for the success of Tetra Capital to maintain the confidence of its clients. Tetra’s long-term business interests are best served by adherence to the principle that the interests of clients come first. It is Tetra’s basic policy that no client for whom Tetra has investment decision responsibility shall receive preferential treatment over any other client. In allocating securities among clients it is Tetra’s policy that all clients should be treated fairly and that, to the extent possible, all clients should receive equal treatment. Because of the difference in client

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investment objectives and strategies, risk tolerances, tax status, leverage, regulatory requirements and other criteria, there may, however, be differences among clients in invested positions and securities held. Tetra maintains a trade aggregation and trade allocation policy to ensure that client accounts within a particular strategy are treated fairly and equitably. Tetra has also adopted a Code of Ethics, which states Tetra’s policy on various business conduct issues. This document reinforces Tetra’s commitment to the principle that the interests of clients come first.

PROXY VOTING POLICIES AND PROCEDURES

      The Fund's proxy voting record for the twelve month period ended June 30 will be available on Van Eck's website at http://www.vaneck.com and on the SEC's website at http://www.sec.gov.

      Proxies for the Fund's portfolio securities not allocated to Sub-Advisers are voted in accordance with the Adviser's proxy voting policies and procedures. In addition, the Fund has delegated authority to vote proxies to each Sub-Advisor for the Fund's portfolio securities allocated to such Sub-Adviser in accordance with their respective proxy voting policies and procedures. The proxy voting policies and procedures or a summary of such policies and procedures for the Adviser and each Sub-Adviser is set forth in Appendix A to this SAI.

CODE OF ETHICS

      The Fund, the Adviser and the Distributor have each adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act, designed to monitor personal securities transactions by their personnel (the "Personnel"). The Code of Ethics requires that all trading in securities that are being purchased or sold, or are being considered for purchase or sale, by the Fund must be approved in advance by the Head of Trading, the Director of Research and the Chief Compliance Officer of the Adviser. Approval will be granted if the security has not been purchased or sold or recommended for purchase or sale for the Fund on the day that the personnel of the Adviser requests pre-clearance, or otherwise if it is determined that the personal trading activity will not have a negative or appreciable impact on the price or market of the security, or is of such a nature that it does not present the dangers or potential for abuses that are likely to result in harm or detriment to the Fund. At the end of each calendar quarter, all Personnel must file a report of all transactions entered into during the quarter. These reports are reviewed by a senior officer of the Adviser.

      Generally, all Personnel must obtain approval prior to conducting any transaction in securities. Independent Trustees, however, are not required to obtain prior approval of personal securities transactions. A Personnel member may purchase securities in an IPO or private placement, provided that he or she obtains pre-clearance of the purchase and makes certain representations.

PURCHASE OF SHARES

The Fund may invest in securities or futures contracts listed on foreign exchanges which trade on Saturdays or other customary United States national business holidays (i.e., days on which the Fund are not open for business). Consequently, since the Fund will compute its net asset values only Monday through Friday, exclusive of national business holidays, the net asset values of shares of the Fund may be significantly affected on days when an investor has no access to the Fund. The sale of shares will be suspended during any period when the determination of net asset value is suspended, and may be suspended by the Board of Trustees whenever the Board judges it is in the Fund's best interest to do so. Certificates for shares of the Fund will not be issued. The Fund may reject a purchase order for any reason, including an exchange purchase, either before or after the purchase.

AVAILABILITY OF DISCOUNTS

An investor or the Broker or Agent must notify DST or the Distributor at the time of purchase whenever a quantity discount or reduced sales charge is applicable to a purchase. Quantity discounts described above may be modified or

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terminated at any time without prior notice.

BREAKPOINT LINKAGE RULES FOR DISCOUNTS

      The term “spouse” also includes civil union and common law marriage as defined by the state laws of residence. The term “child” also includes stepchild. Trust accounts may be linked by trustee if the primary owner or family member is related, by trustee, by grantor and by beneficiary.

VALUATION OF SHARES

      The net asset value per share of the Fund is computed by dividing the value of all of the Fund's securities plus cash and other assets, less liabilities, by the number of shares outstanding. The net asset value per share is computed at the close of the NYSE, Monday through Friday, exclusive of national business holidays. The Fund will be closed on the following national business holidays: New Year's Day, Martin Luther King Jr.'s birthday, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day (or the days on which these holidays are observed).

      Shares of the Fund are sold at the public offering price, which is determined once each day the Fund is open for business and is the net asset value per share.

      The net asset values need not be computed on a day in which no orders to purchase, sell or redeem shares of the Fund have been received.

      The value of a financial futures or commodity futures contract equals the unrealized gain or loss on the contract that is determined by marking it to the current settlement price for a like contract acquired on the day on which the commodity futures contract is being valued. A settlement price may not be used if the market makes a limit move with respect to a particular commodity. Securities or futures contracts for which market quotations are readily available are valued at market value, which is currently determined using the last reported sale price. If no sales are reported as in the case of most securities traded over-the-counter, securities are valued at the mean of their bid and asked prices at the close of trading on the NYSE. In cases where securities are traded on more than one exchange, the securities are valued on the exchange designated by or under the authority of the Board of Trustees as the primary market. Short-term investments having a maturity of 60 days or less are valued at amortized cost, which approximates market. Options are valued at the last sales price unless the last sales price does not fall within the bid and ask prices at the close of the market, at which time the mean of the bid and ask prices is used. All other securities are valued at their fair value as determined in good faith by the Trustees. Foreign securities or futures contracts quoted in foreign currencies are valued at appropriately translated foreign market closing prices or as the Board of Trustees may prescribe.

      Generally, trading in foreign securities and futures contracts, as well as corporate bonds, United States Government securities and money market instruments, is substantially completed each day at various times prior to the close of the NYSE. The values of such securities used in determining the net asset value of the shares of the Fund may be computed as of such times. Foreign currency exchange rates are also generally determined prior to the close of the NYSE. Occasionally, events affecting the value of such securities and such exchange rates may occur between such times and the close of the NYSE which will not be reflected in the computation of the Fund's net asset values. If events materially affecting the value of such securities occur during such period, then these securities will be valued at their fair value as determined in good faith by the Trustees.

      The Fund's investments are generally valued based on market quotations. When market quotations are not readily available for a portfolio security, or in the opinion of the Adviser do not reflect the security's fair value, the Fund must use the security's "fair value" as determined in good faith in accordance with the Fund's Fair Value Pricing Procedures, which are approved by the Board of Trustees. As a general principle, the current fair value of a security is the amount which the Fund might reasonably expect to receive for the security upon its current sale. The Fund's Pricing Committee, whose members are selected by the senior management of the Adviser, is responsible for recommending fair value procedures to the Board of Trustees and for administering the process used to arrive at fair value prices. Factors that may cause the Fund to use the fair value of a portfolio security to calculate the Fund's NAV include, but are not limited to: (1) market quotations are not readily available because a portfolio security is not traded in a public market or the principal market in

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which the security trades is closed, (2) trading in a portfolio security is limited or suspended and not resumed prior to the time at which the Fund calculates its NAV, (3) the market for the relevant security is thin, or "stale" because its price doesn't change in 5 consecutive business days, (4) the Investment Adviser determines that a market quotation is inaccurate, for example, because price movements are highly volatile and cannot be verified by a reliable alternative pricing source, or (5) where a significant event affecting the value of a portfolio security is determined to have occurred between the time of the market quotation provided for a portfolio security and the time at which the Fund calculates its NAV.

      In determining the fair value of securities, the Pricing Committee will consider, among other factors, the fundamental analytical data relating to the security, the nature and duration of any restrictions on disposition of the security, and the forces influencing the market in which the security is traded.

      Foreign securities in which the Fund invest may be traded in markets that close before the time that the Fund calculates its NAV. Foreign securities are normally priced based upon the market quotation of such securities as of the close of their respective principal markets, as adjusted to reflect the Investment Adviser's determination of the impact of events, such as a significant movement in the U.S. markets occurring subsequent to the close of such markets but prior to the time at which the Fund calculates its NAV. In such cases, the Pricing Committee will apply a fair valuation formula to all foreign securities based on the Committee's determination of the effect of the U.S. significant event with respect to each local market. In such cases, the Pricing Committee will apply a fair valuation formula to all foreign securities based on the Committee's determination of the effect of the U.S. significant event with respect to each local market.

      The Board of Trustees authorized the Adviser to retain an outside pricing service to value certain portfolio securities. The pricing service uses an automated system incorporating a model based on multiple parameters, including a security's local closing price (in the case of foreign securities), relevant general and sector indices, currency fluctuations, and trading in depositary receipts and futures, if applicable, and/or research evaluations by its staff, in determining what it believes is the fair valuation of the portfolio securities valued by such pricing service.

      There can be no assurance that the Fund could purchase or sell a portfolio security at the price used to calculate the Fund's NAV. Because of the inherent uncertainty in fair valuations, and the various factors considered in determining value pursuant to the Fund's fair value procedures, there can be significant deviations between a fair value price at which a portfolio security is being carried and the price at which it is purchased or sold. Furthermore, changes in the fair valuation of portfolio securities may be less frequent, and of greater magnitude, than changes in the price of portfolio securities valued by an independent pricing service, or based on market quotations.

EXCHANGE PRIVILEGE

      Shareholders of the Fund may exchange their shares for shares of the same class of other funds in the Trust. The Exchange Privilege will not be available if the proceeds from a redemption of shares of the Fund whose shares qualify are paid directly to the shareholder. The Exchange Privilege is not available for shares which are not on deposit with DST or State Street Bank and Trust Company (“SSBT”), or shares which are held in escrow pursuant to a Letter of Intent. If certificates representing shares of the Fund accompany a written exchange request, such shares will be deposited into an account with the same registration as the certificates upon receipt by DST.

      The Fund reserves the right to (i) charge a fee of not more than $5.00 per exchange payable to the Fund or charge a fee reasonably intended to cover the costs incurred in connection with the exchange; (ii) establish a limit on the number and amount of exchanges made pursuant to the Exchange Privilege, as disclosed in the Prospectus and (iii) terminate the Exchange Privilege without written notice. In the event of such termination, shareholders who have acquired their shares pursuant to the Exchange Privilege will be afforded the opportunity to re-exchange such shares for shares of the Fund originally purchased without sales charge, for a period of not less than three (3) months.

      By exercising the Exchange Privilege, each shareholder whose shares are subject to the Exchange Privilege will be deemed to have agreed to indemnify and hold harmless the Trust and each of its series, their Adviser, sub-investment adviser (if any), distributor, transfer agent, SSBT and the officers, directors, employees and agents thereof against any liability, damage, claim or loss, including reasonable costs and attorneys’ fees, resulting from acceptance of, or acting or failure to act upon, or acceptance of unauthorized instructions or non-authentic telephone instructions given in connection

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with, the Exchange Privilege, so long as reasonable procedures are employed to confirm the authenticity of such communications. (For more information on the Exchange Privilege, see the Prospectus).

INVESTMENT PROGRAMS

DIVIDEND REINVESTMENT PLAN. Reinvestments of dividends of the Fund will occur on a date selected by the Board of Trustees.

AUTOMATIC EXCHANGE PLAN. Investors may arrange under the Exchange Plan to have DST collect a specified amount once a month or quarter from the investor’s account in the Fund and purchase full and fractional shares of another Fund in the same class at the public offering price next computed after receipt of the proceeds. Further details of the Automatic Exchange Plan are given in the application which is available from DST or the Fund.

An investor should realize that he is investing his funds in securities subject to market fluctuations, and accordingly the Automatic Exchange Plan does not assure a profit or protect against depreciation in declining markets. The Automatic Exchange Plan contemplates the systematic purchase of securities at regular intervals regardless of price levels.

The expenses of the Automatic Exchange Plan are general expenses of the Fund and will not involve any direct charge to the participating shareholder. The Automatic Exchange Plan is completely voluntary and may be terminated on fifteen days’ notice to DST.

AUTOMATIC INVESTMENT PLAN. Investors may arrange under the Automatic Investment Plan to have DST collect a specified amount once a month or quarter from the investor’s checking account and purchase full and fractional shares of the Fund at the public offering price next computed after receipt of the proceeds. Further details of the Automatic Investment Plan are given in the application which is available from DST or the Fund.

An investor should realize that he is investing his funds in securities subject to market fluctuations, and accordingly the Automatic Investment Plan does not assure a profit or protect against depreciation in declining markets. The Automatic Investment Plan contemplates the systematic purchase of securities at regular intervals regardless of price levels.

The expenses of the Automatic Investment Plan are general expenses of the Fund and will not involve any direct charge to the participating shareholder. The Automatic Investment Plan is completely voluntary. The Automatic Investment Plan may be terminated on thirty days’ notice to DST.

AUTOMATIC WITHDRAWAL PLAN. The Automatic Withdrawal Plan is designed to provide a convenient method of receiving fixed redemption proceeds at regular intervals from shares of the Fund deposited by the investor under this Plan. Further details of the Automatic Withdrawal Plan are given in the application, which is available from DST or the Fund.

In order to open an Automatic Withdrawal Plan, the investor must complete the Application and deposit or purchase for deposit, with DST, the agent for the Automatic Withdrawal Plan, shares of the Fund having a total value of not less than $10,000 based on the offering price on the date the Application is accepted, except for automatic withdrawals for the purpose of retirement account distributions.

Income dividends and capital gains distributions on shares under an Automatic Withdrawal Plan will be credited to the investor’s Automatic Withdrawal Plan account in full and fractional shares at the net asset value in effect on the reinvestment date.

Periodic checks for a specified amount will be sent to the investor, or any person designated by him, monthly or quarterly (January, April, July and October). The Fund will bear the cost of administering the Automatic Withdrawal Plan.

Redemption of shares of the Fund deposited under the Automatic Withdrawal Plan may deplete or possibly use up the initial investment plus income dividends and distributions reinvested, particularly in the event of a market decline. In addition, the amounts received by an investor cannot be considered an actual yield or income on his investment, since part of such payments may be a return of his capital. The redemption of shares under the Automatic Withdrawal Plan may give rise to a taxable event.

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The maintenance of an Automatic Withdrawal Plan concurrently with purchases of additional shares of the Fund would be disadvantageous because of the sales charge payable with respect to such purchases. An investor may not have an Automatic Withdrawal Plan in effect and at the same time have in effect an Automatic Investment Plan or an Automatic Exchange Plan. If an investor has an Automatic Investment Plan or an Automatic Exchange Plan, such service must be terminated before an Automatic Withdrawal Plan may take effect.

The Automatic Withdrawal Plan may be terminated at any time (1) on 30 days notice to DST or from DST to the investor, (2) upon receipt by DST of appropriate evidence of the investor’s death or (3) when all shares under the Automatic Withdrawal Plan have been redeemed. Upon termination, unless otherwise requested, certificates representing remaining full shares, if any, will be delivered to the investor or his duly appointed legal representatives.

SHARES PURCHASED BY NON-U.S. FINANCIAL INSTITUTIONS

Class A shares of the Fund which are sold with a sales charge may be purchased by a foreign bank or other foreign fiduciary account, with an international selling agreement, for the benefit of foreign investors at the sales charge applicable to the Fund’s $500,000 breakpoint level, in lieu of the sales charge in the above scale. The Distributor has entered into arrangements with foreign financial institutions pursuant to which such institutions may be compensated by the Distributor from its own resources for assistance in distributing Fund shares. Clients of Netherlands’ insurance companies who are not U.S. citizens or residents may purchase shares without a sales charge. Clients of fee-only advisors that purchase shares through a foreign bank or other foreign fiduciary account for the benefit of foreign investors may purchase shares without a sales charge.

TAXES

The following summary outlines certain federal income tax considerations relating to an investment in the Fund by a U.S. investor (as defined below). This summary is intended only to provide general information to U.S. investors that hold the shares as a capital asset, is not intended as a substitute for careful tax planning, does not address any foreign, state or local tax consequences of an investment in the Fund, and does not address the tax considerations that may be relevant to investors subject to special treatment under the Code. This summary should not be construed as legal or tax advice. This summary is based on the provisions of the Code, applicable U.S. Treasury regulations, administrative pronouncements of the Internal Revenue Service and judicial decisions in effect as of February 2009. Those authorities may be changed, possibly retroactively, or may be subject to differing interpretations so as to result in U.S. federal income tax consequences different from those summarized herein. Prospective investors should consult their own tax advisors concerning the potential federal, state, local and foreign tax consequences of an investment in the Fund, with specific reference to their own tax situation.

As used herein, the term “U.S. investor” means an investor that, for U.S. federal income tax purposes, is (1) an individual who is a citizen or resident of the U.S., (2) a corporation, or other entity taxable as a corporation, that is created or organized in or under the laws of the U.S. or of any political subdivision thereof, (3) an estate, the income of which is subject to U.S. federal income tax regardless of its source, or (4) a trust if (i) it is subject to the primary supervision of a court within the U.S. and one or more U.S. persons as described in Code Section 7701(a)(30) have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. If a partnership or other entity treated as a partnership holds the shares, the tax treatment of a partner in such partnership or equity owner in such other entity generally will depend on the status of the partner or equity owner and the activities of the partnership or other entity.

TAXATION OF THE FUND IN GENERAL

The Fund intends to continue to qualify and elect to be treated each taxable year as a “regulated investment company” under Subchapter M of the Code. To so qualify, the Fund must, among other things, (a) derive at least 90% of its gross income from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies; and (b) satisfy certain diversification requirements.

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As a regulated investment company, the Fund will not be subject to federal income tax on its net investment income and capital gain net income (capital gains in excess of its capital losses) that it distributes to shareholders if at least 90% of its net investment income and short-term capital gains for the taxable year are distributed. However, if for any taxable year the Fund does not satisfy the requirements of Subchapter M of the Code, all of its taxable income will be subject to tax at regular corporate income tax rates without any deduction for distribution to shareholders, and such distributions will be taxable to shareholders as dividend income to the extent of the Fund’s current or accumulated earnings or profits.

The Fund will be liable for a nondeductible 4% excise tax on amounts not distributed on a timely basis in accordance with a calendar year distribution requirement. To avoid the tax, during each calendar year the Fund must distribute, or be deemed to have distributed, (i) at least 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, (ii) at least 98% of its capital gains in excess of its capital losses (adjusted for certain ordinary losses) for the twelve month period ending on October 31 (or December 31, if the Fund so elects), and (iii) all ordinary income and capital gains for previous years that were not distributed during such years. For this purpose, any income or gain retained by the Fund that is subject to corporate tax will be considered to have been distributed by year-end. The Fund intends to make sufficient distributions to avoid this 4% excise tax.

TAXATION OF THE FUND’S INVESTMENTS

ORIGINAL ISSUE DISCOUNT. For federal income tax purposes, debt securities purchased by the Fund may be treated as having an original issue discount. Original issue discount represents interest for federal income tax purposes and can generally be defined as the excess of the stated redemption price at maturity of a debt obligation over the issue price. Original issue discount is treated for federal income tax purposes as income earned by the Fund, whether or not any income is actually received, and therefore is subject to the distribution requirements of the Code. Generally, the amount of original issue discount included in the income of the Fund each year is determined on the basis of a constant yield to maturity which takes into account the compounding of accrued interest. Because the Fund must include original issue discount in income, it will be more difficult for the Fund to make the distributions required for them to maintain their status as a regulated investment company under Subchapter M of the Code or to avoid the 4% excise tax described above.

Debt securities may be purchased by the Fund at a discount which exceeds the original issue discount remaining on the securities, if any, at the time the Fund purchased the securities. This additional discount represents market discount for income tax purposes. In the case of any debt security issued after July 18, 1984, having a fixed maturity date of more than one year from the date of issue and having market discount, the gain realized on disposition will be treated as interest to the extent it does not exceed the accrued market discount on the security (unless the Fund elect to include such accrued market discount in income in the tax year to which it is attributable). Generally, market discount is accrued on a daily basis. The Fund may be required to capitalize, rather than deduct currently, part or all of any direct interest expense incurred or continued to purchase or carry any debt security having market discount, unless they make the election to include market discount currently.

OPTIONS AND FUTURES TRANSACTIONS. Certain of the Fund’s investments may be subject to provisions of the Code that (i) require inclusion of unrealized gains or losses in the Fund’s income for purposes of the 90% test, the excise tax and the distribution requirements applicable to regulated investment companies, (ii) defer recognition of realized losses, and (iii) characterize both realized and unrealized gain or loss as short-term or long-term gain or loss. Such provisions generally apply to options and futures contracts. The extent to which the Fund make such investments may be materially limited by these provisions of the Code.

FOREIGN CURRENCY TRANSACTIONS. Under Section 988 of the Code, special rules are provided for certain foreign currency transactions. Foreign currency gains or losses from foreign currency contracts (whether or not traded in the interbank market), from futures contracts that are not “regulated futures contracts,” and from unlisted or equity options are treated as ordinary income or loss under Section 988. The Fund may elect to have foreign currency-related regulated futures contracts and listed non-equity options subject to ordinary income or loss treatment under Section 988. In addition, in certain circumstances, the Fund may elect capital gain or loss for foreign currency transactions. The rules under Section 988 may also affect the timing of income recognized by the Fund.

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TAXATION OF THE SHAREHOLDERS

Dividends of net investment income and the excess of net short-term capital gain over net long-term capital loss are taxable as ordinary income to shareholders. However, for taxable years beginning before January 1, 2011, a portion of the dividend income received by the Fund may constitute qualified dividend income eligible for a maximum rate of 15% to individuals, trusts and estates. If the aggregate amount of qualified dividend income received by the Fund during any taxable year is less than 95% of the Fund’s gross income (as specifically defined for that purpose), the qualified dividend rule applies only if and to the extent designated by the Fund as qualified dividend income. The Fund may designate such Dividends as qualified dividend income only to the extent the Fund itself has qualified dividend income for the taxable year with respect to which such Dividends are made. Qualified dividend income is generally dividend income from taxable domestic corporations and certain foreign corporations (e.g., foreign corporations incorporated in a possession of the United States or in certain countries with comprehensive tax treaties with the United States, or the stock of which is readily tradable on an established securities market in the United States), provided the Fund has held the stock in such corporations for more than 60 days during the 121 day period beginning on the date which is 60 days before the date on which such stock becomes ex-dividend with respect to such dividend (the “holding period requirement”). In order to be eligible for the 15% maximum rate on Dividends from the Fund attributable to qualified dividends, shareholders must separately satisfy the holding period requirement with respect to their Fund shares. Distributions of net capital gain (the excess of net long-term capital gain over net short-term capital loss) are taxable to shareholders as long-term capital gain, regardless of the length of time the shares of the Fund have been held by such shareholders, except to the extent of gain from a sale or disposition of collectibles, such as precious metals, taxable currently at a 28% rate. Any loss realized upon a taxable disposition of shares within a year from the date of their purchase will be treated as a long-term capital loss to the extent of any long-term capital gain distributions received by shareholders during such period.

Dividends of net investment income and distributions of net capital gain will be taxable as described above whether received in cash or reinvested in additional shares. When distributions are received in the form of shares issued by the Fund, the amount of the dividend/distribution deemed to have been received by participating shareholders generally is the amount of cash which would otherwise have been received. In such case, participating shareholders will have a basis for federal income tax purposes in each share received from the Fund equal to such amount of cash.

Dividends and/or distributions by the Fund result in a reduction in the net asset value of the Fund’s shares. Should a dividend/distribution reduce the net asset value below a shareholder’s cost basis, such dividend/distribution nevertheless would be taxable to the shareholder as ordinary income or long-term capital gain as described above, even though, from an investment standpoint, it may constitute a partial return of capital. In particular, investors should be careful to consider the tax implications of buying shares just prior to a dividend/distribution. The price of shares purchased at that time includes the amount of any forthcoming dividend/distribution. Those investors purchasing shares just prior to a dividend/distribution will then receive a return of their investment upon payment of such dividend/distribution which will nevertheless be taxable to them.

If a shareholder (i) incurs a sales load in acquiring shares in the Fund, and (ii) by reason of incurring such charge or making such acquisition acquires the right to acquire shares of one or more regulated investment companies without the payment of a load or with the payment of a reduced load (“reinvestment right”), and (iii) disposes of the shares before the 91st day after the date on which the shares were acquired, and (iv) subsequently acquires shares in that regulated investment company or in another regulated investment company and the otherwise applicable load charge is reduced pursuant to the reinvestment right, then the load charge will not be taken into account for purposes of determining the shareholder’s gain or loss. To the extent such charge is not taken into account in determining the amount of gain or loss, the charge will be treated as incurred in connection with the subsequently acquired shares and will have a corresponding effect on the shareholder’s basis in such shares.

The Fund may be subject to a tax on dividend or interest income received from securities of a non-U.S. issuer withheld by a foreign country at the source. The U.S. has entered into tax treaties with many foreign countries that entitle the Fund to a reduced rate of tax or exemption from tax on such income. It is impossible to determine the effective rate of foreign tax in advance since the amount of the Fund’s assets to be invested within various countries is not known. If more than 50% of the value of the Fund’s total assets at the close of a taxable year consists of stocks or securities in foreign corporations, and the Fund satisfies the holding period requirements, the Fund may elect to pass through to its shareholders the foreign income taxes paid thereby. In such case, the shareholders would be treated as receiving, in addition to the distributions actually received by the shareholders, their proportionate share of foreign income taxes paid by the Fund, and will be

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treated as having paid such foreign taxes. The shareholders generally will be entitled to deduct or, subject to certain limitations, claim a foreign tax credit with respect to such foreign income taxes. A foreign tax credit may be allowed for shareholders who hold the Fund for at least 16 days during the 31-day period beginning on the date that is 15 days before the ex-dividend date. Under certain circumstances, individual shareholders who have been passed through foreign tax credits of no more than $300 ($600 in the case of married couples filing jointly) during a tax year can elect to claim the foreign tax credit for these amounts directly on their federal income tax returns (IRS Forms 1040) without having to file a separate Form 1116 or having to comply with most foreign tax credit limitations.

The Fund may be required to backup withhold federal income tax at a current rate of 28% from dividends paid to any shareholder who fails to furnish a certified taxpayer identification number (“TIN”) or who fails to certify that he or she is exempt from such withholding or who the Internal Revenue Service notifies the Fund as having provided the Fund with an incorrect TIN or failed to properly report interest or dividends for federal income tax purposes. Any such withheld amount will be fully creditable on the shareholder’s U.S. federal income tax return.

TAXATION OF NON-U.S. INVESTORS

The foregoing summary of certain federal income tax considerations does not apply to potential investors in the Fund that are not U.S. investors (“Non-U.S. investors”). Distributions of ordinary income paid to Non-U.S. investors generally will be subject to a 30% U.S. withholding tax unless a reduced rate of withholding or a withholding exemption is provided under an applicable treaty. However, withholding tax generally will not apply to any income realized by a non-U.S. investor in respect of any distributions attributable to net income from tax-exempt obligations and designated as “exempt-interest dividends”. Furthermore, for taxable years beginning before January 1, 2010, a Fund may, under certain circumstances, designate all or a portion of a dividend as an “interest-related dividend” (to the extent the Fund pays a dividend related to interest that is not already exempt from U.S. federal income taxes as discussed in the preceding sentence) or a “short-term capital gain dividend.” An interest-related dividend that is received by a Non-U.S. investor generally would be exempt from the 30% U.S. withholding tax, provided certain other requirements are met. A short-term capital gain dividend that is received by a Non-U.S. investor generally would be exempt from the 30% U.S. withholding tax, unless such investor is a nonresident alien individual present in the United States for a period or periods aggregating 183 days or more during the taxable year. The Fund does not expect to pay significant amounts of interest-related dividends. Prospective investors are urged to consult their tax advisors regarding the specific tax consequences discussed above.

REDEMPTIONS IN KIND

The Fund has elected to have the ability to redeem its shares in kind, committing itself to pay in cash all requests for redemption by any shareholder of record limited in amount with respect to each shareholder of record during any ninety-day period to the lesser of (i) $250,000 or (ii) 1% of the net asset value of such company at the beginning of such period.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Dealers and intermediaries may charge their customers a processing or service fee in connection with the purchase or redemption of fund shares. The amount and applicability of such a fee is determined and disclosed to its customers by each individual dealer. Processing or service fees typically are fixed, nominal dollar amounts and are in addition to the sales and other charges described in the Prospectus and this SAI. Your dealer will provide you with specific information about any processing or service fees you will be charged.

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DESCRIPTION OF THE TRUST

The Trust is an open-end management investment company organized as a business trust under the laws of the Commonwealth of Massachusetts on April 3, 1985. The Trustees of the Trust have authority to issue an unlimited number of shares of beneficial interest of the Fund, $.001 par value. The Trust currently consists of four separate series: Emerging Markets Fund, Global Hard Assets Fund, International Investors Gold Fund and Multi-Manager Alternatives Fund. The Fund offers two classes of shares: Class A and Class I.

The Fund is classified as a non-diversified fund under the 1940 Act. A diversified fund is a fund which meets the following requirements: At least 75% of the value of its total assets is represented by cash and cash items (including receivables), Government securities, securities of other investment companies and other securities for the purpose of this calculation limited in respect of any one issuer to an amount not greater than 5% of the value of the Fund’s total assets, and to not more than 10% of the outstanding voting securities of such issuer. A non-diversified fund is any fund other than a diversified fund. This means that the Fund at the close of each quarter of its taxable year must, in general, limit its investment in the securities of a single issuer to (i) no more than 25% of its assets, (ii) with respect to 50% of the Fund’s assets, no more than 5% of its assets, and (iii) the Fund will not own more than 10% of outstanding voting securities. The Fund is a separate pool of assets of the Trust which is separately managed and which may have different investment objectives from those of another Fund. The Board of Trustees has authority to create additional series or funds, each of which may issue separate classes of shares.

Each share of the Fund has equal dividend, redemption and liquidation rights and when issued is fully paid and non-assessable by the Trust. Under the Trust’s Amended and Restated Master Trust Agreement, as amended (“Master Trust Agreement”), no annual or regular meeting of shareholders is required. Thus, there will ordinarily be no shareholder meetings unless required by the 1940 Act. The Trustees are a self-perpetuating body unless and until fewer than 50% of the Trustees, then serving as Trustees, are Trustees who were elected by shareholders. At that time a meeting of shareholders will be called to elect additional Trustees. On any matter submitted to the shareholders, the holder of each Trust share is entitled to one vote per share (with proportionate voting for fractional shares). Under the Master Trust Agreement, any Trustee may be removed by vote of two-thirds of the outstanding Trust shares, and holders of ten percent or more of the outstanding shares of the Trust can require Trustees to call a meeting of shareholders for purposes of voting on the removal of one or more trustees. Shares of the Fund vote as a separate class, except with respect to the election of Trustees and as otherwise required by the 1940 Act. On matters affecting an individual Fund, a separate vote of that Fund is required. Shareholders of the Fund are not entitled to vote on any matter not affecting that Fund. In accordance with the 1940 Act, under certain circumstances, the Trust will assist shareholders in communicating with other shareholders in connection with calling a special meeting of shareholders.

Under Massachusetts law, the shareholders of the Trust could, under certain circumstances, be held personally liability for the obligations of the Trust. However, the Master Trust Agreement disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the Trustees. The Master Trust Agreement provides for indemnification out of the Trust’s property of all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Adviser believes that, in view of the above, the risk of personal liability to shareholders is remote.

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ADDITIONAL INFORMATION

CUSTODIAN. State Street Bank and Trust Company, 225 Franklin Street, Boston, MA 02110 is the custodian of the Trust’s portfolio securities, cash, coins and bullion. The Custodian is authorized, upon the approval of the Trust, to establish credits or debits in dollars or foreign currencies with, and to cause portfolio securities of the Fund to be held by its overseas branches or subsidiaries, and foreign banks and foreign securities depositories which qualify as eligible foreign custodians under the rules adopted by the Securities and Exchange Commission.

TRANSFER AGENT. DST Systems, Inc., 210 West 10th Street, Kansas City, MO 64105 serves as transfer agent for the Trust.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. Ernst & Young LLP, Five Times Square, New York, NY 10036 serves as independent registered public accounting firm for the Trust.

COUNSEL. Goodwin Procter, LLP, Exchange Place, Boston, MA 02109 serves as counsel to the Trust.

FINANCIAL STATEMENTS

A copy of the Fund’s annual and semi-annual reports (when available) may be obtained upon request and without charge upon written or telephone request to the Trust at the address or telephone numbers set forth on the first page of this SAI. The Annual Report for the fiscal period ending December 31, 2008 will become available to investors in March 2009.

 

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APPENDIX A: ADVISER’S PROXY VOTING POLICIES AND PROCEDURES

INTRODUCTION

      Effective March 10, 2003, the Securities and Exchange Commission (the “Commission”) adopted Rule 206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”), requiring each investment adviser registered with the Commission to adopt and implement written policies and procedures for voting client proxies, to disclose information about the procedures to its clients, and to inform clients how to obtain information about how their proxies were voted. The Commission also amended Rule 204-2 under the Advisers Act to require advisers to maintain certain proxy voting records. Both rules apply to all investment advisers registered with the Commission that have proxy voting authority over their clients’ securities. An adviser that exercises voting authority without complying with Rule 206(4)-6 will be deemed to have engaged in a “fraudulent, deceptive, or manipulative” act, practice or course of business within the meaning of Section 206(4) of the Advisers Act.

      When an adviser has been granted proxy voting authority by a client, the adviser owes its clients the duties of care and loyalty in performing this service on their behalf. The duty of care requires the adviser to monitor corporate actions and vote client proxies. The duty of loyalty requires the adviser to cast the proxy votes in a manner that is consistent with the best interests of the client.

PROXY VOTING POLICIES AND PROCEDURES

RESOLVING MATERIAL CONFLICTS OF INTEREST

  • A “MATERIAL CONFLICT” means the existence of a business relationship between a portfolio company or an affiliate and Van Eck Associates Corporation, any affiliate or subsidiary (individually and together, as the context may require, “Adviser”), or an “affiliated person” of a Van Eck mutual fund in excess of $60,000. Examples of when a material conflict exists include the situation where the adviser provides significant investment advisory, brokerage or other services to a company whose management is soliciting proxies; an officer of the Adviser serves on the board of a charitable organization that receives charitable contributions from the portfolio company and the charitable organization is a client of the Adviser; a portfolio company that is a significant selling agent of Van Eck’s products and services solicits proxies; a broker-dealer or insurance company that controls 5% or more of the Adviser’s assets solicits proxies; the Adviser serves as an investment adviser to the pension or other investment account of the portfolio company; the Adviser and the portfolio company have a lending relationship. In each of these situations voting against management may cause the Adviser a loss of revenue or other benefit.

  • Conflict Resolution. When a material conflict exists proxies will be voted in the following manner:

    Where the written guidelines set out a pre-determined voting policy, proxies will be voted in accordance with that policy, with no deviations (if a deviation is advisable, one of the other methods may be used;

    Where the guidelines permit discretion and an independent third party has been retained to vote proxies, proxies will be voted in accordance with the predetermined policy based on the recommendations of that party; or

    The potential conflict will be disclosed to the client (a) with a request that the client vote the proxy, (b) with a recommendation that the client engage another party to determine how the proxy should be voted or (c) if the foregoing are not acceptable to the client disclosure of how VEAC intends to vote and a written consent to that vote by the client.

    Any deviations from the foregoing voting mechanisms must be approved by the Compliance Officer with a written explanation of the reason for the deviation.

REASONABLE RESEARCH EFFORTS

      When determining whether a vote is in the best interest of the client, the Adviser will use reasonable research efforts. Investment personnel may rely on public documents about the company and other readily available information, which is easily accessible to the investment personnel at the time the vote is cast. Information on proxies by foreign companies may not be readily available.

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VOTING CLIENT PROXIES

  • The Adviser generally will vote proxies on behalf of clients, unless clients instruct otherwise. There may be times when refraining from voting a proxy is in a client’s best interest, such as when the Adviser determines that the cost of voting the proxy exceeds the expected benefit to the client. (For example, casting a vote on a foreign security may involve additional costs such as hiring a translator or traveling to foreign country to vote the security in person).

  • The portfolio manager or analyst covering the security is responsible for making voting decisions.

  • Portfolio Administration, in conjunction with the portfolio manager and the custodian, is responsible for monitoring corporate actions and ensuring that corporate actions are timely voted.

  • For the Hedge Funds, Investment Management Operations, in conjunction with the portfolio manager and custodian, monitors corporate actions and ensures that corporate actions are timely voted.

CLIENT INQUIRIES

All inquiries by clients as to how Van Eck has voted proxies must immediately be forwarded to the Proxy Administrator.

DISCLOSURE TO CLIENTS

  • Notification of Availability of Information

    Client Brochure. The Client Brochure or Part II of Form ADV will inform clients that they can obtain information from VEAC on how their proxies were voted. The Client Brochure or Part II of Form ADV will be mailed to each client annually. The Legal Department will be responsible for coordinating the mailing with Sales/Marketing Departments.

  • Availability of Proxy Voting Information

    At the client’s request or if the information is not available on VEAC’s website, a hard copy of the account’s proxy votes will be mailed to each client.

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RECORDKEEPING REQUIREMENTS

 
  • VEAC will retain the following documentation and information for each matter relating to a portfolio security with respect to which a client was entitled to vote:

     
       

    proxy statements received;

     
       

    identifying number for the portfolio security;

     
       

    shareholder meeting date;

     
         

    brief identification of the matter voted on;

     
       

    whether the vote was cast on the matter and how the vote was cast;

     
       

    how the vote was cast ( e.g., for or against proposal, or abstain; for or withhold regarding election of directors);

     
       

    records of written client requests for information on how VEAC voted proxies on behalf of the client;

     
       

    a copy of written responses from VEAC to any written or oral client request for information on how VEAC voted proxies on behalf of the client; and

     
       

    any documents prepared by VEAC that were material to the decision on how to vote or that memorialized the basis for the decision, if such documents were prepared.

     
     
  • Copies of proxy statements filed on EDGAR, and proxy statements and records of proxy votes maintained with a third party ( i.e., proxy voting service) need not be maintained. The third party must agree in writing to provide a copy of the documents promptly upon request.

     
     
  • If applicable, any document memorializing that the costs of voting a proxy exceed the benefit to the client or any other decision to refrain from voting, and that such abstention was in the client’s best interest.

     
     
  • Proxy voting records will be maintained in an easily accessible place for five years, the first two at the office of VEAC. Proxy statements on file with EDGAR or maintained by a third party and proxy votes maintained by a third party are not subject to these particular retention requirements.

     

    PROXY VOTING GUIDELINES

    I.     General Information

          Generally, the Adviser will vote in accordance with the following guidelines. Where the proxy vote decision maker determines, however, that voting in such a manner would not be in the best interest of the client, the investment personnel will vote differently.

          If there is a conflict of interest on any management or shareholder proposals that are voted on a case by case basis, we will follow the recommendations of an independent proxy service provider.

    II.     Officers and Directors

    A.     The Board of Directors

    Director Nominees in Uncontested Elections

          Vote on a case-by-case basis for director nominees, examining factors such as:

    • long-term corporate performance record relative to a market index;

    • composition of board and key board committees;

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    • nominee’s investment in the company;

    • whether a retired CEO sits on the board; and

    • whether the chairman is also serving as CEO.

          In cases of significant votes and when information is readily available, we also review:

    • corporate governance provisions and takeover activity;

    • board decisions regarding executive pay;

    • director compensation;

    • number of other board seats held by nominee; and

    • interlocking directorships.

    B.     Chairman and CEO are the Same Person

          Vote on a case-by-case basis on shareholder proposals that would require the positions of chairman and CEO to be held by different persons.

    C.     Majority of Independent Directors

          Vote on a case-by-case basis shareholder proposals that request that the board be comprised of a majority of independent directors.

          Vote for shareholder proposals that request that the board audit, compensation and/or nominating committees include independent directors exclusively.

    D.     Stock Ownership Requirements

          Vote on a case-by-case basis shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director, or to remain on the board.

    E.     Term of Office

          Vote on a case-by-case basis shareholder proposals to limit the tenure of outside directors.

    F.     Director and Officer Indemnification and Liability Protection

          Vote on a case-by-case basis proposals concerning director and officer indemnification and liability protection.

          Generally, vote against proposals to eliminate entirely director and officer liability for monetary damages for violating the duty of care.

          Vote for only those proposals that provide such expanded coverage in cases when a director’s or officer’s legal defense was unsuccessful if: (1) the director was found to have acted in good faith and in a manner that he reasonably believed was in the best interests of the company, AND (2) only if the director’s legal expenses would be covered.

    G.     Director Nominees in Contested Elections

          Vote on a case-by-case basis when the election of directors is contested, examining the following factors:

    • long-term financial performance of the target company relative to its industry;

    • management’s track record;

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    • background to the proxy contest;

    • qualifications of director nominees (both slates);

    • evaluation of what each side is offering shareholders, as well as the likelihood that the proposed objectives and goals can be met; and

    • stock ownership positions.

    H.     Board Structure: Staggered vs. Annual Elections

          Generally, vote against proposals to stagger board elections.

          Generally, vote for proposals to repeal classified boards and to elect all directors annually.

    I.     Shareholder Ability to Remove Directors

          Vote against proposals that provide that directors may be removed only for cause.

          Vote for proposals to restore shareholder ability to remove directors with or without cause.

          Vote against proposals that provide that only continuing directors may elect replacements to fill board vacancies.

          Vote for proposals that permit shareholders to elect directors to fill board vacancies.

    J.     Shareholder Ability to Alter the Size of the Board

          Vote for proposals that seek to fix the size of the board.

          Vote against proposals that give management the ability to alter the size of the board without shareholder approval.

    III.     Proxy Contests

    A.     Reimburse Proxy Solicitation Expenses

          Vote on a case-by-case basis proposals to provide full reimbursement for dissidents waging a proxy contest.

    IV.     Auditors

    A.     Ratifying Auditors

          Vote for proposals to ratify auditors, unless information that is readily available to the vote decision-maker demonstrates that an auditor has a financial interest in or association with the company, and is therefore clearly not independent; or such readily available information creates a reasonable basis to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position.

          Vote for shareholder proposals asking for audit firm rotation unless the rotation period is so short (less than five years) that it would be unduly burdensome to the company.

    V.     Shareholder Voting and Control Issues

    A.     Cumulative Voting

          Generally, vote against proposals to eliminate cumulative voting. Generally, vote for proposals to permit cumulative voting.

    B.     Shareholder Ability to Call Special Meetings

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          Generally, vote against proposals to restrict or prohibit shareholder ability to call special meetings.

          Generally, vote for proposals that remove restrictions on the right of shareholders to act independently of management.

    C.     Shareholder Ability to Act by Written Consent

          Generally, vote against proposals to restrict or prohibit shareholder ability to take action by written consent. Generally, vote for proposals to allow or make easier shareholder action by written consent.

    D.     Poison Pills

          Vote for shareholder proposals that ask a company to submit its poison pill for shareholder ratification. Vote on a case-by-case basis shareholder proposals to redeem a company’s poison pill.

          Vote on a case-by-case basis management proposals to ratify a poison pill.

    E.     Fair Price Provision

          Vote on a case-by-case basis when examining fair price proposals, (where market quotations are not readily available) taking into consideration whether the shareholder vote requirement embedded in the provision is no more than a majority of disinterested shares.

          Generally, vote for shareholder proposals to lower the shareholder vote requirement in existing fair price provisions.

    F.     Greenmail

          Generally, vote for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company’s ability to make greenmail payments.

          Generally, vote on a case-by-case basis anti-greenmail proposals when they are bundled with other charter or bylaw amendments.

    H.     Unequal Voting Rights

          Vote against dual class exchange offers. Vote against dual class recapitalizations

    I.     Supermajority Shareholder Vote Requirement to Amend the Charter or Bylaws

          Vote against management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments.

          Vote for shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments.

    J.     Supermajority Shareholder Vote Requirement to Approve Mergers

          Vote against management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations.

    K.     White Knight Placements

          Vote for shareholder proposals to require approval of blank check preferred stock issues for other than general corporate purposes or similar corporate actions.

    - 49 -


    L.     Confidential Voting

          Generally, vote for shareholder proposals that request corporations to adopt confidential voting, use independent tabulators and use independent inspectors of election as long as the proposals include clauses for proxy contests as follows: In the case of a contested election, management is permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents do not agree, the confidential voting policy is waived.

          Generally, vote for management proposals to adopt confidential voting.

    M.     Equal Access

          Generally, vote for shareholders proposals that would allow significant company shareholders equal access to management’s proxy material in order to evaluate and propose voting recommendations on proxy proposals and director nominees, and in order to nominate their own candidates to the board.

    N.     Bundled Proposals

          Generally, vote on a case-by-case basis bundled or “conditioned” proxy proposals. In the case of items that are conditioned upon each other, we examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders’ best interests, we vote against the proposals. If the combined effect is positive, we support such proposals.

    O.     Shareholder Advisory Committees

          Vote on a case-by-case basis proposals to establish a shareholder advisory committee.

    VI.     Capital Structure

    A.     Common Stock Authorization

          Vote on a case-by-case basis proposals to increase the number of shares of common stock authorized for issue.

          Generally, vote against proposed common stock authorizations that increase the existing authorization by more than 100% unless a clear need for the excess shares is presented by the company.

    B.     Stock Distributions: Splits and Dividends

          Generally, vote for management proposals to increase common share authorization for a stock split, provided that the split does not result in an increase of authorized but unissued shares of more than 100% after giving effect to the shares needed for the split.

    C.     Reverse Stock Splits

          Generally, vote for management proposals to implement a reverse stock split, provided that the reverse split does not result in an increase of authorized but unissued shares of more than 100% after giving effect to the shares needed for the reverse split.

    D.     Blank Check Preferred Authorization

          Generally, vote for proposals to create blank check preferred stock in cases when the company expressly states that the stock will not be used as a takeover defense or carry superior voting rights.

          Vote on a case-by-case basis proposals that would authorize the creation of new classes of preferred stock with unspecified voting, conversion, dividend and distribution, and other rights.

          Vote on a case-by-case basis proposals to increase the number of authorized blank check preferred shares.

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    E.     Shareholder Proposals Regarding Blank Check Preferred Stock

          Generally, vote for shareholder proposals to have blank check preferred stock placements, other than those shares issued for the purpose of raising capital or making acquisitions in the normal course of business, submitted for shareholder ratification.

    F.     Adjust Par Value of Common Stock

          Vote on a case-by-case basis management proposals to reduce the par value of common stock.

    G.     Preemptive Rights

          Vote on a case-by-case basis proposals to create or abolish preemptive rights. In evaluating proposals on preemptive rights, we look at the size of a company and the characteristics of its shareholder base.

    H.     Debt Restructurings

          Vote on a case-by-case basis proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan. We consider the following issues:

    • DILUTION - How much will ownership interest of existing shareholders be reduced, and how extreme will dilution to any future earnings be?

    • CHANGE IN CONTROL - Will the transaction result in a change in control of the company?

    • BANKRUPTCY - Is the threat of bankruptcy, which would result in severe losses in shareholder value, the main factor driving the debt restructuring?

          Generally, we approve proposals that facilitate debt restructurings unless there are clear signs of self-dealing or other abuses.

    I.     Share Repurchase Programs

          Vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.

    VII.     Executive Compensation

          In general, we vote on a case-by-case basis on executive compensation plans, with the view that viable compensation programs reward the creation of stockholder wealth by having a high payout sensitivity to increases in shareholder value.

    VIII.     Compensation Proposals

    A.     Amendments That Place a Cap on Annual Grants

          Vote for plans that place a cap on the annual grants any one participant may receive.

    B.     Amend Administrative Features

          Vote for plans that simply amend shareholder-approved plans to include administrative features.

    C.     Amendments to Added Performance-Based Goals

          Generally, vote for amendments to add performance goals to existing compensation plans.

    D.     Amendments to Increase Shares and Retain Tax Deductions

          Vote on amendments to existing plans to increase shares reserved and to qualify the plan for favorable tax treatment should be evaluated on a case-by-case basis.

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    E.     Approval of Cash or Cash-and-Stock Bonus Plans

          Vote for cash or cash-and-stock bonus plans to exempt the compensation from taxes.

    F.     Shareholder Proposals to Limit Executive Pay

          Vote on a case-by-case basis all shareholder proposals that seek additional disclosure of executive pay information.

          Vote on a case-by-case basis all other shareholder proposals that seek to limit executive pay.

          Vote for shareholder proposals to expense options, unless the company has already publicly committed to expensing options by a specific date.

    G.     Golden and Tin Parachutes

          Vote for shareholder proposals to have golden and tin parachutes submitted for shareholder ratification. Vote on a case-by-case basis all proposals to ratify or cancel golden or tin parachutes.

    H.     Employee Stock Ownership Plans (ESOPS)

          Vote on a case-by-case basis proposals that request shareholder approval in order to implement an ESOP or to increase authorized shares for existing ESOPs, except in cases when the number of shares allocated to the ESOP is “excessive” (i.e. , generally greater than 5 % of outstanding shares).

    I.     401(k) Employee Benefit Plans

          Generally, vote for proposals to implement a 401(k) savings plan for employees.

    IX.     State of Incorporation

    A.     Voting on State Takeover Statutes

          Vote on a case-by-case basis proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freezeout provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions).

    B.     Voting on Reincorporation Proposals

          Vote on a case-by-case basis proposals to change a company’s state of incorporation.

    X.     Mergers and Corporate Restructurings

    A.     Mergers and Acquisitions

          Vote on a case-by-case basis proposals related to mergers and acquisitions, taking into account at least the following:

    • anticipated financial and operating benefits;

    • offer price (cost vs. premium);

    • prospects of the combined companies;

    • how the deal was negotiated; and

    • changes in corporate governance and their impact on shareholder rights.

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    B.     Corporate Restructuring

          Vote on a case-by-case basis proposals related to a corporate restructuring, including minority squeezeouts, leveraged buyouts, spin-offs, liquidations and asset sales.

    C.     Spin-Offs

          Vote on a case-by-case basis proposals related to spin-offs depending on the tax and regulatory advantages, planned use of sale proceeds, market focus, and managerial incentives.

    D.     Asset Sales

          Vote on a case-by-case basis proposals related to asset sales after considering the impact on the balance sheet/working capital, value received for the asset, and potential elimination of diseconomies.

    E.     Liquidations

          Vote on a case-by-case basis proposals related to liquidations after reviewing management’s efforts to pursue other alternatives, appraisal value of assets, and the compensation plan for executives managing the liquidation.

    F.     Appraisal Rights

          Vote for proposals to restore, or provide shareholders with, rights of appraisal.

    G.     Changing Corporate Name

          Vote on a case-by-case basis proposal to change the corporate name.

    XI.     Mutual Fund Proxies

    A.     Election of Trustees

          Vote on trustee nominees on a case-by-case basis.

    B.     Investment Advisory Agreements

          Vote on investment advisory agreements on a case-by-case basis.

    C.     Fundamental Investment Restrictions

          Vote on amendments to a fund’s fundamental investment restrictions on a case-by-case basis.

    D.     Distribution Agreements

          Vote on distribution agreements on a case-by-case basis.

    XII.     Social and Environmental Issues

          In general we vote on a case-by-case basis on shareholder social and environmental proposals, on the basis that their impact on share value can rarely be anticipated with any high degree of confidence.

          In most cases, however, we vote for disclosure reports that seek additional information, particularly when it appears companies have not adequately addressed shareholders’ social and environmental concerns.

          In determining our vote on shareholder social and environmental proposals, we analyze factors such as:

    • whether adoption of the proposal would have either a positive or negative impact on the company’s short-term or long-term share value;

    • the percentage of sales, assets and earnings affected;

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    • the degree to which the company’s stated position on the issues could affect its reputation or sales, or leave it vulnerable to boycott or selective purchasing; whether the issues presented should be dealt with through government or company - specific action;

    • whether the company has already responded in some appropriate manner to the request embodied in a proposal;

    • whether the company’s analysis and voting recommendation to shareholders is persuasive;

    • what other companies have done in response to the issue;

    • whether the proposal itself is well framed and reasonable; whether implementation of the proposal would achieve the objectives sought in the proposal; and

    • whether the subject of the proposal is best left to the discretion of the board.

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    APPENDIX A-1:

    Notice of Proxy Voting and Disclosure Policy
    Clutterbuck Capital Management LLC

              Clutterbuck Capital Management LLC ( CCM ) is registered with the Securities and Exchange Commission as an investment advisor under the Investment Advisers Act of 1940. CCM has adopted a Proxy Voting and Disclosure Policy that is designed to reflect CCM s commitment to vote proxies in the best interest of clients and in accordance with Rule 206(4)-6 under the Advisers Act.

              CCM does provide investment advisory services to a Delaware limited partnership, CF Special Situation Fund I, LP. Most of the positions in the fund are fixed income positions. If, however, an important issue arose on an individual position in the CCM fund, and CCM s vote would have a material impact, CCM would vote in the best interest of its investors.

              Rule 206(4)-6 requires CCM to disclose in response to any client request how the client can obtain information from CCM on how its securities were voted. CCM will vote on proxies with the intent to maximize shareholder value. Rule 206(4)-6 also requires CCM to provide clients with a copy of its proxy voting policies upon request. You can obtain this information or request a copy of CCM s Proxy Voting and Disclosure Policy by submitting a written request to:

     

     

     

    Clutterbuck Capital Management LLC

     

    Attention: Robert T. Clutterbuck

     

    200 Public Square, Suite 2910

     

    Cleveland, OH 44114

              CCM will provide the information or a copy of this policy within a reasonable amount of time.

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    APPENDIX A-2:

    Columbus Circle Investors

    PROXY VOTING POLICY
    2007

    I. Procedures

              Columbus Circle Investors (Columbus Circle) is generally authorized by its clients, as a term of its Investment Advisory Agreement, the authority to vote and give proxies for the securities held in clients investment accounts. At their election, however, clients may retain this authority, in which case Columbus Circle will consult with clients regarding proxy voting decisions as requested.

              For those clients for whom Columbus Circle Investors (Columbus Circle) has undertaken to vote proxies, Columbus Circle retains the final authority and responsibility for such voting subject to any specific restrictions or voting instructions by clients.

              In addition to voting proxies for clients, Columbus Circle:

     

     

     

     

    1.

    provides clients with a concise summary of its proxy voting policy, which includes information describing how clients may obtain a copy of this complete policy and information regarding how specific proxies related to each respective investment account are voted. Columbus Circle provides this summary to all new clients as part of its Form ADV, Part II disclosure brochure, which is available to any clients upon request;

     

     

     

     

    2.

    applies its proxy voting policy according to the following voting policies and keeps records of votes for each client through Institutional Shareholder Services;

     

     

     

     

    3.

    keeps records of proxy voting available for inspection by each client or governmental agencies - to both determine whether the votes were consistent with policy and to determine all proxies were voted;

     

     

     

     

    4.

    monitors such voting for any potential conflicts of interest and maintains systems to deal with these issues appropriately; and

     

     

     

     

    5.

    maintains this written proxy voting policy, which may be updated and supplemented from time to time;

              Frank Cuttita, Columbus Circle s Chief Administrative Officer and Chief Compliance Officer, will maintain Columbus Circle s proxy voting process. Clients with questions regarding proxy voting decisions in their accounts should contact Mr. Cuttita.

    II. Voting Guidelines

              Keeping in mind the concept that no issue is considered routine, outlined below are general voting parameters on various types of issues when there are no extenuating circumstances, i.e.,  company specific reason for voting differently. The Operating Committee of Columbus Circle has adopted the following voting parameters.

              To assist in its voting process, Columbus Circle has engaged Institutional Shareholder Services (ISS), an independent investment advisor that specializes in providing a variety of fiduciary level proxy related services to institutional investment managers, plan sponsors, custodians, consultants, and other institutional investors. ISS also provides Columbus Circle with reports that reflect proxy voting activities

    - 56 -


    for Columbus Circle s client portfolios which provide information for appropriate monitoring of such delegated responsibilities.

             Columbus Circle has delegated to ISS the authority to vote Columbus Circle s clients proxies consistent with the following parameters. ISS further has the authority to determine whether any extenuating specific company circumstances exist that would mandate a special consideration of the application of these voting parameters. If ISS makes such a determination, the matter will be forwarded to Mr. Frank Cuttita for review. Likewise, ISS will present to Columbus Circle any specific matters not addressed within the following parameters for consideration.

     

     

     

     

     

     

    A. Management Proposals:

     

     

     

     

     

    1.

    When voting on ballot items that are fairly common management sponsored initiatives certain items are generally, although not always, voted affirmatively.

     

     

     

     

     

     

     

     

    Normal elections of directors

     

     

     

     

     

     

     

     

    Approval of auditors/CPA

     

     

     

     

     

     

     

     

    Directors liability and indemnification

     

     

     

     

     

     

     

     

    General updating/corrective amendments to charter

     

     

     

     

     

     

     

     

    Elimination of cumulative voting

     

     

     

     

     

     

     

     

    Elimination of preemptive rights

     

     

     

     

     

     

     

    2.

    When voting items that have a potential substantive financial or best interest impact, certain items are generally, although not always, voted affirmatively:

     

     

     

     

     

     

     

     

    Capitalization changes that eliminate other classes of stock and voting rights

     

     

     

     

     

     

     

     

    Changes in capitalization authorization for stock splits, stock dividends, and other specified needs.

     

     

     

     

     

     

     

     

    Stock purchase plans with an exercise price of not less than 85% FMV

     

     

     

     

     

     

     

     

    Stock option plans that are incentive based and not excessive

     

     

     

     

     

     

     

     

    Reductions in supermajority vote requirements

     

     

     

     

     

     

     

     

    Adoption of antigreenmail provisions

     

     

     

     

     

     

     

     

     

     

     

     

    3.

    When voting items which have a potential substantive financial or best interest impact, certain items are generally not voted in support of the proposed management sponsored initiative:

     

     

     

     

     

     

     

     

    Capitalization changes that add classes of stock that are blank check in nature or that dilute the voting interest of existing shareholders

     

     

     

     

     

     

     

     

    Changes in capitalization authorization where management does not offer an appropriate rationale or that are contrary to the best interest of existing shareholders

    - 57 -



     

     

     

     

    Anti-takeover and related provisions which serve to prevent the majority of shareholders from exercising their rights or effectively deter appropriate tender offers and other offers

     

     

     

     

    Amendments to bylaws that would require super-majority shareholder votes to pass or repeal certain provisions

     

     

     

     

    Classified or single-slate boards of directors

     

     

     

     

    Reincorporation into a state that has more stringent anti-takeover and related provisions

     

     

     

     

    Shareholder rights plans that allow appropriate offers to shareholders to be blocked by the board or trigger provisions which prevent legitimate offers from proceeding.

     

     

     

     

    Excessive compensation or non-salary compensation related proposals, always company specific and considered case-by-case

     

     

     

     

    Change-in-control provisions in non-salary compensation plans, employment contracts, and severance agreements that benefit management and would be costly to shareholders if triggered

     

     

     

     

    Amending articles to relax quorum requirements for special resolutions

     

     

     

     

    Re-election of director(s) directly responsible for a company s fraudulent or criminal act

     

     

     

     

    Re-election of director(s) who holds offices of chairman and CEO

     

     

     

     

    Re-election of director(s) who serve on audit, compensation and nominating committees

     

     

     

     

    Election of directors with service contracts of three years, which exceed best practice and any change in control provisions

     

     

     

     

    Adoption of option plans/grants to directors or employees of related companies

     

     

     

     

    Lengthening internal auditors term in office to four years


     

     

     

     

     

     

    B. Shareholder Proposals:

     

     

     

     

     

                Traditionally shareholder proposals have been used mainly for putting social initiatives and issues in front of management and other shareholders. Under ERISA, it is inappropriate to use (vote) plan assets to carry out such social agendas or purposes. Thus, shareholder proposals are examined closely for their relationship to the best interest of shareholders, i.e.,  beneficiaries, and economic impact.

     

     

     

     

     

     

     

    1.

    When voting shareholder proposals, in general, initiatives related to the following items are supported:

     

     

     

     

     

     

    Auditors should attend the annual meeting of shareholders

    - 58 -



     

     

     

     

     

     

    Election of the board on an annual basis

     

     

     

     

     

     

    Equal access to proxy process

     

     

     

     

     

     

    Submit shareholder rights plan poison pill to vote or redeem

     

     

     

     

     

     

    Undo various anti-takeover related provisions

     

     

     

     

     

     

    Reduction or elimination of super-majority vote requirements

     

     

     

     

     

     

    Anti-greenmail provisions

     

     

     

     

     

     

    Submit audit firm ratification to shareholder votes

     

     

     

     

     

     

    Audit firm rotations every five or more years

     

     

     

     

     

     

    Requirement to expense stock options

     

     

     

     

     

     

    Establishment of holding periods limiting executive stock sales

     

     

     

     

     

     

    Report on executive retirement benefit plans

     

     

     

     

     

     

    Require two-thirds of board to be independent

     

     

     

     

     

     

    Separation of chairman and chief executive posts

     

     

     

     

     

    2.

    When voting shareholder proposals, in general, initiatives related to the following items are not supported:

     

     

     

     

     

    Requiring directors to own large amounts of stock before being eligible to be elected

     

     

     

     

     

     

    Restoring cumulative voting in the election of directors

     

     

     

     

     

     

    Reports which are costly to provide or which would require duplicative efforts or expenditures which are of a non-business nature or would provide no pertinent information from the perspective of ERISA shareholders

     

     

     

     

     

     

    Restrictions related to social, political or special interest issues which impact the ability of the company to do business or be competitive and which have a significant financial or best interest impact, such as specific boycotts or restrictions based on political, special interest or international trade considerations; restrictions on political contributions; and the Valdez principles.

     

     

     

     

     

     

    Restrictions banning future stock option grants to executives except in extreme cases

     

     

     

     

     

    3.

    Additional shareholder proposals require case-by-case analysis:

     

     

     

     

     

    Prohibition or restriction of auditors from engaging in non-audit services (auditors will be voted against if non-audit fees are greater than audit and audit-related fees, and permitted tax fees combined)

    - 59 -



     

     

     

     

     

     

    Requirements that stock options be performance-based

     

     

     

     

     

     

    Submission of extraordinary pension benefits for senior executives under a company s SERP for shareholder approval

     

     

     

     

     

     

    Shareholder access to nominate board members

     

     

     

     

     

     

    Requiring offshore companies to reincorporate into the United States

              Another expression of active involvement is the voting of shareholder proposals. Columbus Circle evaluates and supports those shareholder proposals on issues that appropriately forward issues of concern to the attention of corporate management. Historically, many shareholder proposals received very little support, often not even enough to meet SEC refiling requirements in the following year although the SEC is considering relaxing the standards for the placement of shareholder initiatives on ballots. Support of appropriate shareholder proposals is becoming a more widespread and acknowledged practice and is viewed by many as a direct expression of concern on an issue to corporate management. It is noted, however, that the source (and motivation of the shareholder proposal proponent) can affect outcome on a shareholder proposal vote.

              Columbus Circle has not, to date, actively considered filing shareholder proposals, writing letters to companies on a regular basis, or engaging numerous companies in a dialogue. These activities and others that could be considered expressions of activism are not under consideration at this time. Should a particular equity company s policy become of concern, the evaluation and voting process will continue to be the first level of monitoring and communication. Columbus Circle s staff participates in national forums and maintains contacts with corporate representatives.

    III. Conflicts of Interest

              Columbus Circle will monitor its proxy voting process for material conflicts of interest. By maintaining the above-described proxy voting process, most votes are made based on overall voting parameters rather than their application to any particular company thereby eliminating the effect of any potential conflict of interest.

              Columbus Circle has reviewed its business, financial and personal relationships to determine whether any conflicts of interest exist, and will at least annually assess the impact of any conflicts of interest. As of the date of this policy, Columbus Circle may have a conflict of interest related to voting certain securities of publicly held companies to which the firm provides investment advisory services.

              In the event of a vote involving a conflict of interest that does not meet the specific outlined parameters above or and requires additional company-specific decision-making, Columbus Circle will vote according to the voting recommendation of ISS. In the rare occurrence that ISS does not provide a recommendation, CCI may request client consent on the issue.

    - 60 -


    APPENDIX A-3:

    Dix Hills
    Proxy Voting and Class Action Monitoring

    Issue

              Rule 206(4)-6 under the Advisers Act requires every investment adviser who exercises voting authority with respect to client securities to adopt and implement written policies and procedures, reasonably designed to ensure that the adviser votes proxies in the best interest of its Clients. The procedures must address material conflicts that may arise in connection with proxy voting. The Rule further requires the adviser to provide a concise summary of the adviser s proxy voting process and offer to provide copies of the complete proxy voting policy and procedures to Clients upon request. Lastly, the Rule requires that the adviser disclose to Clients how they may obtain information on how the adviser voted their proxies.

              The Company s obligation to vote proxies on behalf of Clients or the Funds is limited. Typically, Dix Hills will be required to vote proxies relating to routine matters for the money market funds that are held in accounts. Nevertheless, Dix Hills has adopted this comprehensive policy in the event that the Company is required to vote proxies of substantial concern.

              As a best practice, advisers typically develop policies and procedures relating to the monitoring of class actions which may affect their advisory clients. Typically, Dix Hills will not encounter such items. Nonetheless, the Company has adopted this policy in the event that the Company is required to take action on behalf of Clients or the Funds.

    Risks

              In developing this policy and procedures, the Company considered the limited risks associated with its voting of client proxies. This analysis includes risks such as:

     

     

     

     

    The Company does not maintain a written proxy voting policy as required by Rule 206(4)-6.

     

     

     

     

    Proxies are not voted in Clients best interests.

     

     

     

     

    Proxies are not identified and voted in a timely manner.

     

     

     

     

    Proxy voting records and client requests to review proxy votes are not maintained.

     

     

     

     

    Records of the Underlying Managers proxy votes are not obtained and retained upon termination of the relationship with the Underlying Manager.

     

     

     

     

    The Company is unprepared to vote proxies in place of an Underlying Manager in the event that the Underlying Manager is constrained by a conflict of interest.

     

     

     

     

    The Company does not respond appropriately in the event of a class action which may impact Clients or the Funds.

              The Company has established the following guidelines as an attempt to mitigate these risks.

              It is the policy of the Company to vote proxies or to take action in class actions to maximize value for Clients or the Funds. Proxies are an asset of a client, which should be treated by the Company with the same care, diligence, and loyalty as any asset belonging to a client. To that end, the Company will vote in a way that it believes, consistent with its fiduciary duty, will cause the value of the issue to increase the most or decline the least. Consideration will be given to both the short and long term

    - 61 -


    implications of the proposal to be voted on when considering the optimal vote. The Company will take appropriate steps in response to class actions consistent with its fiduciary duty to Clients and the Funds.

    Procedures for Identification and Voting of Proxies

              These proxy voting procedures are designed to enable the Company to resolve material conflicts of interest before voting proxies.

     

     

     

     

     

     

    1.

    New account forms of broker-dealers, custodians, or futures commission merchants will state that the Company should receive proxy voting documentation in the event that the Client has determined that Dix Hills will vote proxies. The designation may also be made by contacting client service representatives.

     

     

     

     

    2.

    The Portfolio Managers shall receive all proxy voting materials and will be responsible for ensuring that proxies are voted and submitted in a timely manner.

     

     

     

     

    3.

    The CCO will reasonably try to assess any material conflicts between the Company s interests and those of its Clients with respect to proxy voting by considering the situations identified in the Conflicts of Interest section of this document.

     

     

     

     

    4.

    Provided that no material conflicts of interest are identified, the Company will vote the proxy in the interest of maximizing shareholder value. The Company may also elect to abstain from voting if it deems such abstinence in its Clients best interests. The rationale for abstain votes will be documented and the documentation will be maintained in the permanent file.

     

     

     

     

    5.

    The Company is not required to vote every proxy and such should not necessarily be construed as a violation of the Company s fiduciary obligations. There may be times when refraining from voting is in the client s best interest, such as when the Company s analysis of a particular proxy reveals that the cost of voting the proxy may exceed the expected benefit to the client.

     

     

     

     

    6.

    If the CCO is made aware of a conflict of interest, the following process will be followed:

     

     

     

     

     

    a.

    The Portfolio Managers and the CCO will consider the proposal by reviewing the proxy voting materials and any additional documentation necessary in determining the appropriate vote. The Portfolio Managers and the CCO may consider the following:

     

     

     

     

     

     

     

     

    Whether adoption of the proposal would have a positive or negative impact on the issuer s short term or long-term value.

     

     

     

     

     

     

     

     

    Whether the issuer has already responded in some appropriate manner to the request embodied in a proposal.

     

     

     

     

     

     

     

     

    Whether the proposal itself is well framed and reasonable.

     

     

     

     

     

     

     

     

    Whether implementation of the proposal would achieve the objectives sought in the proposal.

     

     

     

     

     

     

     

     

    Whether the issues presented would best be handled through government or issuer-specific action.

     

     

     

     

     

     

     

    b.

    Upon the provision of a reasonable amount of time to consider the proposal, the Portfolio Manager and CCO will document their decision.

    - 62 -



     

     

     

     

     

    7.

    All proxy votes will be recorded and the following information will be maintained:

     

     

     

     

     

     

    The name of the issuer of the portfolio Security;

     

     

     

     

     

     

    The exchange ticker symbol of the portfolio Security;

     

     

     

     

     

     

    The Council on Uniform Securities Identification Procedures ( CUSIP ) number for the portfolio Security;

     

     

     

     

     

     

    The shareholder meeting date;

     

     

     

     

     

     

    The number of shares the Company is voting on firm-wide;

     

     

     

     

     

     

    A brief identification of the matter voted on;

     

     

     

     

     

     

    Whether the matter was proposed by the issuer or by a Security holder;

     

     

     

     

     

     

    Whether or not the Company cast its vote on the matter;

     

     

     

     

     

     

    How the Company cast its vote ( e.g.,  for or against proposal, or abstain; for or withhold regarding election of directors);

     

     

     

     

     

     

    Whether the Company cast its vote with or against management; and

     

     

     

     

     

     

    Whether any client requested an alternative vote of its proxy.

     

     

     

     

    Procedures for Identification of and Responses to Class Actions

     

     

     

     

     

    These class action procedures are designed to respond appropriately to class actions.

     

     

     

     

     

    1.

    All documentation relating to class actions received by Dix Hills will be forwarded to the CCO for his review.

     

     

     

     

     

    2.

    The CCO will review such documentation, and in consultation with the appropriate Portfolio Manager, will determine how to respond to the class action in question.

     

     

     

     

    3.

    The CCO will maintain a record of the Company s decision relating to participating in a class action as well as any supporting documentation.

    Conflicts of Interest

              The following is a non-exhaustive list of potential conflicts of interest that could influence the proxy voting process:

     

     

     

     

    Conflict : the Company is retained by a client, or is in the process of being retained by a client that is an officer or director of an issuer that is held in the Company s client portfolios.

     

     

     

     

    Conflict : the Company s Employees maintain a personal and/or business relationship (not an advisory relationship) with issuers or individuals that serve as officers or directors of issuers. For example, the spouse of an Employee may be a high-level executive of an issuer that is held in the Company s client portfolios. The spouse could attempt to influence the Company to vote in favor of management.

    - 63 -



     

     

     

     

    Conflict : the Company or an Employee(s) personally owns a significant number of an issuer s securities that are also held in the Company s client portfolios.

    Recordkeeping

              The Company will maintain the documentation described in the following section for a period of not less than five (5) years, the first two (2) years at its principal place of business. The CCO will be responsible for the following procedures and for ensuring that the required documentation is retained.

     

     

     

    Client request to review proxy votes:

     

     

     

    Any request, whether written (including e-mail) or oral, received by any Employee of the Company, must be promptly reported to the CCO. All written requests must be retained in the permanent file.

     

     

     

     

    Furnish the information requested, free of charge, to the client within a reasonable time period (within 10 business days). Maintain a copy of the written record provided in response to client s written (including e-mail) or oral request. A copy of the written response should be attached and maintained with the client s written request, if applicable and maintained in the permanent file.

     

     

     

     

    Clients are permitted to request the proxy voting record for the 5 year period prior to their request.

     

     

     

    Proxy statements received regarding client securities:

     

     

     

    Upon receipt of a proxy, copy or print a sample of the proxy statement or card and maintain the copy in a central file along with a sample of the proxy solicitation instructions.

     

     

     

     

    Note: the Company is permitted to rely on proxy statements filed on the SEC s EDGAR system instead of keeping its own copies.

     

     

     

    Proxy voting records:

     

     

     

    A record of how the Company voted Client proxies.

     

     

     

     

    Documents prepared or created by the Company that were material to making a decision on how to vote, or that memorialized the basis for the decision.

     

     

     

     

    Documentation or notes or any communications received from third parties, other industry analysts, third party service providers, company s management discussions, etc. that were material in the basis for the decision.

     

     

     

     

    A record of how each Underlying Manager voted proxies on behalf of ATS HedgePlus upon termination of the relationship with the Underlying Manager.

    Disclosure

              The Company will ensure that Part II of Form ADV and/or the Funds PPM is updated as necessary to reflect: (i) all material changes to the Proxy Voting Policy and Procedures; and (ii) information about how Clients may obtain information on how the Company voted their securities.

    - 64 -


    APPENDIX A-4:

    PROXY VOTING POLICY OF
    LAZARD ASSET MANAGEMENT LLC
    AND
    LAZARD ASSET MANAGEMENT (CANADA), INC.

     

     

    A. Introduction

              Lazard Asset Management LLC and Lazard Asset Management (Canada), Inc. (together, Lazard ) provide investment management services for client accounts, including proxy voting services. As a fiduciary, Lazard is obligated to vote proxies in the best interests of its clients. Lazard has developed a structure that is designed to ensure that proxy voting is conducted in an appropriate manner, consistent with clients best interests, and within the framework of this Proxy Voting Policy (the Policy ). Lazard has adopted this Policy in order to satisfy its fiduciary obligation and the requirements of Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended.

              Lazard manages assets for a variety of clients, including individuals, Taft-Hartley plans, governmental plans, foundations and endowments, corporations, and investment companies and other collective investment vehicles. To the extent that proxy voting authority is delegated to Lazard, Lazard s general policy is to vote proxies on a given issue the same for all of its clients. This Policy is based on the view that Lazard, in its role as investment adviser, must vote proxies based on what it believes will maximize shareholder value as a long-term investor, and the votes that it casts on behalf of all its clients are intended to accomplish that objective. This Policy recognizes that there may be times when meeting agendas or proposals may create the appearance of a material conflict of interest for Lazard. When such a conflict may appear, Lazard will seek to alleviate the potential conflict by voting consistent with pre-approved guidelines or, in situations where the pre-approved guideline is to vote case-by-case, with the recommendation of an independent source. More information on how Lazard handles conflicts is provided in Section F of this Policy.

     

     

    B. Responsibility to Vote Proxies

              Generally, Lazard is willing to accept delegation from its clients to vote proxies. Lazard does not delegate that authority to any other person or entity, but retains complete authority for voting all proxies on behalf of its clients. Not all clients delegate proxy-voting authority to Lazard, however, and Lazard will not vote proxies, or provide advice to clients on how to vote proxies, in the absence of a specific delegation of authority or an obligation under applicable law. For example, securities that are held in an investment advisory account for which Lazard exercises no investment discretion, are not voted by Lazard, nor are shares that a client has authorized their custodian bank to use in a stock loan program which passes voting rights to the party with possession of the shares.

              As discussed more fully in Section G of this Policy, there may be times when Lazard determines that it would be in the best interests of its clients to abstain from voting proxies.

     

     

    C. General Administration

              1. Overview

              Lazard s proxy voting process is administered by its Proxy Operations Department ( ProxyOps ), which reports to Lazard s Chief Operations Officer. Oversight of the process is provided by Lazard s Legal and Compliance Department and by a Proxy Committee currently consisting of Managing Directors, portfolio managers and other investment personnel of Lazard. The Proxy Committee meets at least semi-annually to review this Policy and consider changes to it, as well as specific proxy voting guidelines (the Approved Guidelines ), which are discussed below. Meetings may be convened more frequently (for example, to discuss a specific proxy agenda or proposal) as requested by the Manager of ProxyOps, any

    - 65 -


    member of the Proxy Committee, or Lazard s General Counsel or Chief Compliance Officer. A representative of Lazard s Legal and Compliance Department must be present at all Proxy Committee meetings.

              2. Role of Third Parties

              To assist it in its proxy-voting responsibilities, Lazard currently subscribes to several research and other proxy-related services offered by Institutional Shareholder Services, Inc. ( ISS ), one of the world s largest providers of proxy-voting services.ISS provides Lazard with its independent analysis and recommendation regarding virtually every proxy proposal that Lazard votes on behalf of its clients, with respect to both U.S. and non-U.S. securities.

              ISS provides other proxy-related administrative services to Lazard. ISS receives on Lazard s behalf all proxy information sent by custodians that hold securities of Lazard s clients. ISS posts all relevant information regarding the proxy on its password-protected website for Lazard to review, including meeting dates, all agendas and ISS analysis. ProxyOps reviews this information on a daily basis and regularly communicates with representatives of ISS to ensure that all agendas are considered and proxies are voted on a timely basis. ISS also provides Lazard with vote execution, recordkeeping and reporting support services.

              3. Voting Process

              Lazard s Proxy Committee has approved specific proxy voting guidelines regarding various common proxy proposals (the Approved Guidelines ). As discussed more fully below in Section D of this Policy, depending on the proposal, an Approved Guideline may provide that Lazard should vote for or against the proposal, or that the proposal should be considered on a case-by-case basis.

              Where the Approved Guideline for a particular type of proxy proposal is to vote on a case-by case basis, Lazard believes that input from a portfolio manager or research analysts with knowledge of the issuer and its securities (collectively, Portfolio Management ) is essential. Portfolio Management is, in Lazard s view, best able to evaluate the impact that the outcome on a particular proposal will have on the value of the issuer s shares. Consequently, the Manager of ProxyOps seeks Portfolio Management s recommendation on how to vote all such proposals. Similarly, with respect to certain Lazard strategies, as discussed more fully in Sections F and G below, the Manager of ProxyOps will consult with Portfolio Management to determine when it would be appropriate to abstain from voting.

              In seeking Portfolio Management s recommendation, the Manager of ProxyOps provides ISS recommendation and analysis. Portfolio Management provides the Manager of ProxyOps with its recommendation and the reasons behind it. ProxyOps will generally vote as recommended by Portfolio Management, subject to certain strategy- specific situations or situations where there may appear to be a material conflict of interest, in which case an alternative approach may be followed. (See Sections F and G below.) Depending on the facts surrounding a particular case-by-case proposal, or Portfolio Management s recommendation on a case-by-case proposal, the Manager of ProxyOps may consult with Lazard s Chief Compliance Officer or General Counsel, and may seek the final approval of the Proxy Committee regarding Portfolio Management s recommendation. If necessary, and in cases where there is a possibility of a split vote among Portfolio Management teams as described in Section G.1. below, a meeting of the Proxy Committee will be convened to discuss the proposal and reach a final decision on Lazard s vote.

              Subject to certain strategy-specific situations, ProxyOps generally votes all routine proposals (described below) according to the Approved Guidelines. For non-routine proposals where the Approved Guideline is to vote for or against, ProxyOps will provide Portfolio Management with both the Approved Guideline, as well as ISS recommendation and analysis. Unless Portfolio Management disagrees with the Approved Guideline for the specific proposal, ProxyOps will generally vote the proposal according to the Approved Guideline. If Portfolio Management disagrees, however, it will provide its reason for doing so. All the relevant information will be provided to the Proxy Committee members for a final determination

    - 66 -


    of such non-routine items. It is expected that the final vote will be cast according to the Approved Guideline, absent a compelling reason for not doing so, and subject to situations where there may be the appearance of a material conflict of interest or certain strategy-specific situations, in which case an alternative approach may be followed. (See Sections F and G, below.)

     

     

    D. Specific Proxy Items

                Shareholders receive proxies involving many different proposals. Many proposals are routine in nature, such as a non-controversial election of Directors or a change in a company s name. Others are more complicated, such as items regarding corporate governance and shareholder rights, changes to capital structure, stock option plans and other executive compensation issues, mergers and other significant transactions and social or political issues. Following are the Approved Guidelines for a significant proportion of the proxy proposals on which Lazard regularly votes. Of course, other proposals may be presented from time to time. Those proposals will be discussed with the Proxy Committee to determine how they should be voted and, if it is anticipated that they may re-occur, to adopt an Approved Guideline.

                Certain strategy-specific considerations may result in Lazard voting proxies other than according to Approved Guidelines, not voting shares at all, issuing standing instructions to ISS on how to vote certain proxy matters or other differences from how Lazard votes or handles its proxy voting. These considerations are discussed in more detail in Section G, below.

     

     

     

     

    1. Routine Items

                Lazard generally votes routine items as recommended by the issuer s management and board of directors, and against any shareholder proposals regarding those routine matters, based on the view that management is in a better position to evaluate the need for them. Lazard considers routine items to be those that do not change the structure, charter, bylaws, or operations of an issuer in any way that is material to shareholder value. Routine items generally include:

     

     

     

     

    routine election or re-election of directors;

     

     

     

     

    appointment or election of auditors, in the absence of any controversy or conflict regarding the auditors;

     

     

     

     

    issues relating to the timing or conduct of annual meetings; and

     

     

     

     

    name changes.


     

     

     

     

    2. Corporate Governance and Shareholder Rights Matters

                Many proposals address issues related to corporate governance and shareholder rights. These items often relate to a board of directors and its committees, anti-takeover measures, and the conduct of the company s shareholder meetings.

     

     

     

     

    a. Board of Directors and Its Committees

                Lazard votes in favor of provisions that it believes will increase the effectiveness of an issuer s board of directors. Lazard believes that in most instances, a board and the issuer s management are in the best position to make the determination how to best increase a board s effectiveness. Lazard does not believe that establishing burdensome requirements regarding a board will achieve this objective. Lazard has Approved Guidelines to vote:

     

     

     

     

    For the establishment of an independent nominating committee, audit committee or compensation committee of a board of directors;

    - 67 -


     

     

     

     

    For a requirement that a substantial majority ( e.g.,  2/3) of a US or UK company s directors be independent;

     

     

     

     

    On a case-by-case basis regarding the election of directors where the board does not have independent key committees or sufficient independence;

     

     

     

     

    For proposals that a board s committees be comprised solely of independent directors or consist of a majority of independent directors;

     

     

     

     

    For proposals to limit directors liability; broaden indemnification of directors; and approve indemnification agreements for officers and directors, unless doing so would affect shareholder interests in a specific pending or threatened litigation; or for indemnification due to negligence in these cases voting is on a case-by-case basis ;

     

     

     

     

    For proposals seeking to de-classify a board and Against proposals seeking to classify a board;

     

     

     

     

    On a case-by-case basis on all proposals relating to cumulative voting;

     

     

     

     

    Against shareholder proposals, absent a demonstrable need, proposing the establishment of additional committees; and on a case-by-case basis regarding the establishment of shareholder advisory committees.

     

     

     

     

    Against shareholder proposals seeking union or special-interest representation on the board;

     

     

     

     

    Against shareholder proposals seeking to establish term limits or age limits for directors;

     

     

     

     

    On a case-by-case basis on shareholder proposals seeking to require that the issuer s chairman and chief executive officer be different individuals;

     

     

     

     

    Against shareholder proposals seeking to establish director stock-ownership requirements; and

     

     

     

     

    Against shareholder proposals seeking to change the size of a board, requiring women or minorities to serve on a board, or requiring two candidates for each board seat.


     

     

     

     

    b. Anti-takeover Measures

              Certain proposals are intended to deter outside parties from taking control of a company. Such proposals could entrench management and adversely affect shareholder rights and the value of the company s shares. Consequently, Lazard has adopted Approved Guidelines to vote:

     

     

     

     

    Against proposals to adopt supermajority vote requirements, or increase vote requirements, for mergers or for the removal of directors;

     

     

     

     

    On a case-by-case basis regarding shareholder rights plans (also known as poison pill plans ) and For proposals seeking to require all poison pill plans be submitted to shareholder vote;

     

     

     

     

    Against proposals seeking to adopt fair price provisions and For proposals seeking to rescind them;

    - 68 -


     

     

     

     

    Against blank check preferred stock; and

     

     

     

     

    On a case-by-case basis regarding other provisions seeking to amend a company s by-laws or charter regarding anti-takeover provisions.


     

     

     

     

    c. Conduct of Shareholder Meetings

                Lazard generally opposes any effort by management to restrict or limit shareholder participation in shareholder meetings, and is in favor of efforts to enhance shareholder participation. Lazard has therefore adopted Approved Guidelines to vote:

     

     

     

     

    Against proposals to adjourn meetings;

     

     

     

     

    Against proposals seeking to eliminate or restrict shareholders right to call a special meeting;

     

     

     

     

    For proposals providing for confidential voting;

     

     

     

     

    Against efforts to eliminate or restrict right of shareholders to act by written consent;

     

     

     

     

    Against proposals to adopt supermajority vote requirements, or increase vote requirements, and

     

     

     

     

    On a case-by-case basis on changes to quorum requirements.


     

     

     

     

    3. Changes to Capital Structure

                Lazard receives many proxies that include proposals relating to a company s capital structure. These proposals vary greatly, as each one is unique to the circumstances of the company involved, as well as the general economic and market conditions existing at the time of the proposal. A board and management may have many legitimate business reasons in seeking to effect changes to the issuer s capital structure, including raising additional capital for appropriate business reasons, cash flow and market conditions. Lazard generally believes that these decisions are best left to management, absent apparent reasons why they should not be. Consequently, Lazard has adopted Approved Guidelines to vote:

     

     

     

     

    For management proposals to increase or decrease authorized common or preferred stock (unless it is believed that doing so is intended to serve as an anti-takeover measure);

     

     

     

     

    For stock splits and reverse stock splits;

     

     

     

     

    On a case-by-case basis on matters affecting shareholder rights, such as amending votes-per-share;

     

     

     

     

    On a case-by-case basis on management proposals to issue a new class of common or preferred shares;

     

     

     

     

    For management proposals to adopt or amend dividend reinvestment plans;

     

     

     

     

    Against changes in capital structure designed to be used in poison pill plans; and

     

     

     

     

    On a case-by-case basis on proposals seeking to approve or amend stock ownership limitations or transfer restrictions.

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              4. Stock Option Plans and Other Executive Compensation Issues

              Lazard supports efforts by companies to adopt compensation and incentive programs to attract and retain the highest caliber management possible, and to align the interests of a board, management and employees with those of shareholders. Lazard favors programs intended to reward management and employees for positive, long-term performance. However, Lazard will evaluate whether it believes, under the circumstances, that the level of compensation is appropriate or excessive. Lazard has Approved Guidelines to vote:

     

     

     

     

    On a case-by-case basis regarding all stock option plans;

     

     

     

     

    Against restricted stock plans that do not involve any performance criteria;

     

     

     

     

    For employee stock purchase plans;

     

     

     

     

    On a case-by-case basis for stock appreciation rights plans;

     

     

     

     

    For deferred compensation plans;

     

     

     

     

    Against proposals to approve executive loans to exercise options;

     

     

     

     

    Against proposals to re-price underwater options;

     

     

     

     

    On a case-by-case basis regarding shareholder proposals to eliminate or restrict severance agreements, and For proposals to submit severance agreements to shareholders for approval; and Against proposals to limit executive compensation or to require executive compensation to be submitted for shareholder approval, unless, with respect to the latter submitting compensation plans for shareholder approval is required by local law or practice.


              5. Mergers and Other Significant Transactions

              Shareholders are asked to consider a number of different types of significant transactions, including mergers, acquisitions, sales of all or substantially all of a company s assets, reorganizations involving business combinations and liquidations. Each of these transactions is unique. Therefore, Lazard s Approved Guideline is to vote on each of these transactions on a case-by-case basis .

              6. Social and Political Issues

              Proposals involving social and political issues take many forms and cover a wide array of issues. Some examples are: adoption of principles to limit or eliminate certain business activities, or limit or eliminate business activities in certain countries; adoption of certain conservation efforts; reporting of charitable contributions or political contributions or activities; or the adoption of certain principles regarding employment practices or discrimination policies. These items are often presented by shareholders and are often opposed by the company s management and its board of directors.

              Lazard generally supports the notion that corporations should be expected to act as good citizens, but, as noted above, is obligated to vote on social and political proposals in a way that it believes will most increase shareholder value. As a result, Lazard has adopted Approved Guidelines to vote on a case-by-case basis for most social and political issue proposals. Lazard will generally vote for the approval of anti-discrimination policies.

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    E. Voting Non-U.S. Securities

              Lazard invests in non-U.S. securities on behalf of many clients. Laws and regulations regarding shareholder rights and voting procedures differ dramatically across the world. In certain countries, the requirements or restrictions imposed before proxies may be voted may outweigh any benefit that could be realized by voting the proxies involved. For example, certain countries restrict a shareholder s ability to sell shares for a certain period of time if the shareholder votes proxies at a meeting (a practice known as share blocking ). In other instances, the costs of voting a proxy ( i.e.,  by being required to send a representative to the meeting) may simply outweigh any benefit to the client if the proxy is voted. Generally, the Manager of ProxyOps will consult with Portfolio Management to determine whether they believe it is in the interest of the clients to vote the proxies. In these instances, the Proxy Committee will have the authority to decide that it is in the best interest of its clients not to vote the proxies.

              There may be other instances where Portfolio Management may wish to refrain from voting proxies (See Section G.1. below). Due to the nature of the strategy, a decision to refrain from voting proxies for securities held by the Korea Corporate Governance strategy managed by Lazard ( KCG ), certain Japanese securities or emerging market securities will generally be determined by Portfolio Management. (See Section G.1. below.)

     

     

    F. Conflicts of Interest

              1. Overview

              Lazard is required to vote proxies in the best interests of its clients. It is essential, therefore, that material conflicts of interest or the appearance of a material conflict be avoided.

              Potential conflicts of interest are inherent in Lazard s organizational structure and in the nature of its business. Following are examples of situations that could present a conflict of interest or the appearance of a conflict of interest:

     

     

     

     

    Lazard Frères & Co. LLC ( LF&Co. ), Lazard s parent and a registered broker-dealer, or an investment banking affiliate has a relationship with a company the shares of which are held in accounts of Lazard clients, and has provided services to the company with respect to an upcoming significant proxy proposal ( i.e.,  a merger or other significant transaction);

     

     

     

     

    Lazard serves as an investment adviser for a company the management of which supports a particular proposal, and shares of the company are held in accounts of Lazard clients;

     

     

     

     

    Lazard serves as an investment adviser for the pension plan of an organization that sponsors a proposal; or

     

     

     

     

    A Lazard employee who would otherwise be involved in the decision-making process regarding a particular proposal has a material relationship with the issuer or owns shares of the issuer.

              2. General Policy and Consequences of Violations

              All proxies must be voted in the best interest of each Lazard client, without any consideration of the interests of any other Lazard client (unrelated to the economic effect of the proposal being voted on share price), Lazard, LF&Co. or any of their Managing Directors, officers, employees or affiliates. ProxyOps is responsible for all proxy voting in accordance with this Policy after consulting with the appropriate member or members of Portfolio Management, the Proxy Committee and/or the Legal and Compliance Department. No other officers or employees of Lazard, LF&Co. or their affiliates may

    - 71 -


    influence or attempt to influence the vote on any proposal. Doing so will be a violation of this Policy. Any communication between an officer or employee of LF&Co. and an officer or employee of Lazard trying to influence how a proposal should be voted is prohibited, and is a violation of this Policy. Violations of this Policy could result in disciplinary action, including letter of censure, fine or suspension, or termination of employment. Any such conduct may also violate state and Federal securities and other laws, as well as Lazard s client agreements, which could result in severe civil and criminal penalties being imposed, including the violator being prohibited from ever working for any organization engaged in a securities business. Every officer and employee of Lazard who participates in any way in the decision-making process regarding proxy voting is responsible for considering whether they have a conflicting interest or the appearance of a conflicting interest on any proposal. A conflict could arise, for example, if an officer or employee has a family member who is an officer of the issuer or owns securities of the issuer. If an officer or employee believes such a conflict exists or may appear to exist, he or she should notify the Chief Compliance Officer immediately and, unless determined otherwise, should not continue to participate in the decision-making process.

              3. Monitoring for Conflicts and Voting When a Material Conflict Exists

              Lazard monitors for potential conflicts of interest when it is possible that a conflict could be viewed as influencing the outcome of the voting decision. Consequently, the steps that Lazard takes to monitor conflicts, and voting proposals when the appearance of a material conflict exists, differ depending on whether the Approved Guideline for the specific item is to vote for or against, or is to vote on a case-by-case basis.

     

     

     

     

    a. Where Approved Guideline Is For or Against

              Most proposals on which Lazard votes have an Approved Guideline to vote for or against. Generally, unless Portfolio Management disagrees with the Approved Guideline for a specific proposal, ProxyOps votes according to the Approved Guideline. It is therefore necessary to consider whether an apparent conflict of interest exists where Portfolio Management disagrees with the Approved Guideline. When that happens, the Manager of ProxyOps will use its best efforts to determine whether a conflict of interest or potential conflict of interest exists by inquiring whether the company itself, or the sponsor of the proposal is a Lazard client. If either is a Lazard client, the Manager of Proxy Ops will notify Lazard s Chief Compliance Officer, who will determine whether an actual or potential conflict exists.

              If it appears that a conflict of interest exists, the Manager of ProxyOps will notify the Proxy Committee, who will review the facts surrounding the conflict and determine whether the conflict is material. Whether a conflict is material will depend on the facts and circumstances involved. For purposes of this Policy, the appearance of a material conflict is one that the Proxy Committee determines could be expected by a reasonable person in similar circumstances to influence or potentially influence the voting decision on the particular proposal involved.

              If the Proxy Committee determines that there is no material conflict, the proxy will be voted as outlined in this Policy. If the Proxy Committee determines that a material conflict appears to exist, then the proposal will be voted according to the Approved Guideline.

     

     

     

     

    b. Where Approved Guideline Is Case-by-Case

              In situations where the Approved Guideline is to vote case-by-case and a material conflict of interest appears to exist, Lazard s policy is to vote the proxy item according to the recommendation of an independent source, currently ISS. The Manager of ProxyOps will use his best efforts to determine whether a conflict of interest or a potential conflict of interest may exist by inquiring whether the sponsor of the proposal is a Lazard client. If the sponsor is a Lazard client, the Manager of Proxy Ops will notify Lazard s Chief Compliance Officer, who will determine whether some other conflict or potential conflict exists.

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              If it appears that a conflict of interest exists, the Manager of ProxyOps will notify the Proxy Committee, who will review the facts surrounding the conflict and determine whether the conflict is material. There is a presumption that certain circumstances will give rise to a material conflict of interest or the appearance of such material conflict, such as LF&Co. having provided services to a company with respect to an upcoming significant proxy proposal ( i.e.,  a merger or other significant transaction). If the Proxy Committee determines that there is no material conflict, the proxy will be voted as outlined in this Policy. If the Proxy Committee determines that a material conflict appears to exist, then the proposal will generally be voted according to the recommendation of ISS, however, before doing so, ProxyOps will obtain a written representation from ISS that it is not in a position of conflict with respect to the proxy, which could exist if ISS receives compensation from the proxy issuer on corporate governance issues in addition to the advice it provides Lazard on proxies. If ISS is in a conflicting position or if the recommendations of the two services offered by ISS, the Proxy Advisor Service and the Proxy Voter Service, are not the same, Lazard will obtain a recommendation from a third independent source that provides proxy voting advisory services, and will defer to the majority recommendation. If a recommendation for a third independent source is not available and ISS is not in a conflicting position, Lazard will follow the recommendation of ISS Proxy Advisor Service. In addition, in the event of a conflict that arises in connection with a proposal for a Lazard mutual fund, Lazard will either follow the procedures described above or vote shares for or against the proposal in proportion to shares voted by other shareholders.

     

     

    G. Other Matters

              1. Issues Relating to Management of Specific Lazard Strategies

              Due to the nature of certain strategies managed by Lazard, specifically its emerging markets and KCG strategies, there may be times when Lazard believes that it may not be in the best interests of its clients to vote in accordance with the Approved Guidelines, or to vote proxies at all. In certain markets, the fact that Lazard is voting proxies may become public information, and, given the nature of those markets, may impact the price of the securities involved. With respect to the KCG strategy, Lazard may simply require more time to fully understand and address a situation prior to determining what would be in the best interests of shareholders. In these cases ProxyOps will look to Portfolio Management to provide guidance on proxy voting rather than vote in accordance with the Approved Guidelines.

              Additionally, particularly with respect to certain Japanese securities, Lazard may not receive notice of a shareholder meeting in time to vote proxies for, or may simply be prevented from voting proxies in connection with, a particular meeting. Due to the compressed time frame for notification of shareholder meetings and Lazard s obligation to vote proxies on behalf of its clients, Lazard may issue standing instructions to ISS on how to vote on certain matters.

              Different strategies managed by Lazard may hold the same securities. However, due to the differences between the strategies and their related investment objectives ( e.g.,  the KCG strategy and an emerging-markets strategy), one Portfolio Management team may desire to vote differently than the other, or one team may desire to abstain from voting proxies while the other may desire to vote proxies. In this event, Lazard would generally defer to the recommendation of the KCG team to determine what action would be in the best interests of its clients. However, under unusual circumstances, the votes may be split between the two teams. In such event, a meeting of the Proxy Committee will be held to determine whether it would be appropriate to split the votes.

              2. Stock Lending

              As noted in Section B above, Lazard does not vote proxies for securities that a client has authorized their custodian bank to use in a stock loan program, which passes voting rights to the party with possession of the shares. Under certain circumstances, Lazard may determine to recall loaned stocks in order to vote the proxies associated with those securities. For example, if Lazard determines that the entity in possession of the stock has borrowed the stock solely to be able to obtain control over the issuer of the stock by voting proxies, Lazard may determine to recall the stock and vote the proxies

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    itself. However, it is expected that this will be done only in exceptional circumstances. In such event, Portfolio Management will make this determination and ProxyOps will vote the proxies in accordance with the Approved Guidelines.

     

     

    H. Review of Policy

              The Proxy Committee will review this Policy at least semi-annually to consider whether any changes should be made to it or to any of the Approved Guidelines. Questions or concerns regarding the Policy should be raised with Lazard s General Counsel or Chief Compliance Officer.

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    APPENDIX A-5:

    Martingale Asset Management, L.P.

    Proxy Policy

              Martingale Asset Management, as a matter of policy and as a fiduciary to our clients, has responsibility for voting proxies for portfolio securities consistent with the best economic interests of the clients. Our firm maintains written policies and procedures as to the handling, research, voting and reporting of proxy voting and makes appropriate disclosures about our firm s proxy policies and practices. Our policy and practice includes the responsibility to monitor corporate actions, receive and vote client proxies and disclose any potential conflicts of interest as well as making information available to clients about the voting of proxies for their portfolio securities and maintaining relevant and required records.

              Martingale subscribes to the RiskMetrics Group, ISS Governance Services (ISS) proxy product to aid in the administration of its proxy voting responsibilities. As a subscriber to this service, Martingale receives a base of proxy information, and ISS votes our clients proxies as directed in our stated proxy policy. ISS maintains complete and accurate records of all proxy votes.

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    APPENDIX A-6:

    PROXY VOTING POLICY DISCLOSURE

    PanAgora Asset Management, Inc.

    Introduction

              PanAgora Asset Management ( PanAgora ) seeks to vote proxies in the best interests of its clients. In the ordinary course, this entails voting proxies in a way that PanAgora believes will maximize the monetary value of each portfolio s holdings. PanAgora takes the view that this will benefit our direct clients and, indirectly, the ultimate owners and beneficiaries of those clients.

              Oversight of the proxy voting process is the responsibility of the Investment Committee. The Investment Committee reviews and approves amendments to the PanAgora Proxy Voting Policy and delegates authority to vote in accordance with this policy to its third party proxy voting service. PanAgora retains the final authority and responsibility for voting. In addition to voting proxies, PanAgora:

              1) describes its proxy voting procedures to its clients in Part II of its Form ADV;

              2) provides the client with this written proxy policy, upon request;

              3) discloses to its clients how they may obtain information on how PanAgora voted the client s proxies;

              4) generally applies its proxy voting policy consistently and keeps records of votes for each client in order to verify the consistency of such voting;

              5) documents the reason(s) for voting for all non-routine items; and

              6) keeps records of such proxy votes.

    Process

              PanAgora s Chief Compliance Officer is responsible for monitoring proxy voting. As stated above, oversight of the proxy voting process is the responsibility of the Investment Committee, which retains oversight responsibility for all investment activities of PanAgora.

              In order to facilitate our proxy voting process, PanAgora retains a firm with expertise in the proxy voting and corporate governance fields to assist in the due diligence process. The Chief Compliance Officer has delegated the responsibility of working with this firm to the Compliance Manager responsible for oversight of PanAgora s third party proxy agent, for ensuring that proxies are submitted in a timely manner.

              All proxies received on behalf of PanAgora clients are forwarded to our proxy voting firm. If (i) the request falls within one of the guidelines listed below, and (ii) there are no special circumstances relating to that company or proxy which come to our attention (as discussed below), the proxy is voted according to our proxy voting firm s guidelines as adopted by the Investment Committee.

              However, from time to time, proxy votes will be solicited which (i) involve special circumstances and require additional research and discussion or (ii) are not directly addressed by our policies. These proxies are identified through a number of methods, including but not limited to notification from our third party proxy voting specialist, concerns of clients or portfolio managers, and questions from consultants.

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              In instances of special circumstances or issues not directly addressed by our policies, one of the Co-Chairmen of the Investment Committee is consulted by the Chief Compliance Officer for a determination of the proxy vote. The first determination is whether there is a material conflict of interest between the interests of our client and those of PanAgora. If a Co-Chairman of the Investment Committee determines that there is a material conflict, the process detailed below under Potential Conflicts is followed. If there is no material conflict, the Co-Chairman will examine each of the issuer s proposals in detail in seeking to determine what vote would be in the best interests of our clients. At this point, a Co-Chairman of the Investment Committee makes a voting decision based on maximizing the monetary value of each portfolio s holdings. However, either Co-Chairman of the Investment Committee may determine that a proxy involves the consideration of particularly significant issues and present the proxy to the entire Investment Committee for a decision on voting the proxy.

              PanAgora also endeavors to show sensitivity to local market practices when voting proxies of non-U.S. issuers.

    Potential Conflicts

              As discussed above under Process, from time to time, PanAgora will review a proxy that presents a potential material conflict. An example could arise when PanAgora has business or other relationships with participants involved in proxy contests, such as a candidate for a corporate directorship.

              As a fiduciary to its clients, PanAgora takes these potential conflicts very seriously. While PanAgora s only goal in addressing any such potential conflict is to ensure that proxy votes are cast in the clients best interests and are not affected by PanAgora s potential conflict, there are a number of courses PanAgora may take. The final decision as to which course to follow shall be made by the Investment Committee.

              Casting a vote which simply follows PanAgora s pre-determined policy eliminates PanAgora s discretion on the particular issue and hence avoid the conflict.

              In other cases, where the matter presents a potential material conflict and is not clearly within one of the enumerated proposals, or is of such a nature that PanAgora believes more active involvement is necessary, a Co-Chairman of the Investment Committee shall present the proxy to the Investment Committee, who will follow one of two courses of action. First, PanAgora may employ the services of a third party, wholly independent of PanAgora, its affiliates and those parties involved in the proxy issue, to determine the appropriate vote.

              Second, in certain situations the Investment Committee may determine that the employment of a third party is unfeasible, impractical or unnecessary. In such situations, the Investment Committee shall make a decision as to the voting of the proxy. The basis for the voting decision, including the basis for the determination that the decision is in the best interests of PanAgora s clients, shall be formalized in writing. As stated above, which action is appropriate in any given scenario would be the decision of the Investment Committee in carrying out its duty to ensure that the proxies are voted in the clients , and not PanAgora s, best interests.

    Recordkeeping

              In accordance with applicable law, PanAgora shall retain the following documents for not less than five years from the end of the year in which the proxies were voted, the first two years in PanAgora s office:

              1) PanAgora s Proxy Voting Policy and any additional procedures created pursuant to such Policy;

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              2) a copy of each proxy statement PanAgora receives regarding securities held by its clients (note: this requirement may be satisfied by a third party who has agreed in writing to do);

              3) a record of each vote cast by PanAgora (note: this requirement may be satisfied by a third party who has agreed in writing to do so);

              4) a copy of any document created by PanAgora that was material in making its voting decision or that memorializes the basis for such decision; and

              5) a copy of each written request from a client, and response to the client, for information on how PanAgora voted the client s proxies.

    Disclosure of Client Voting Information

              Any client of PanAgora who wishes to receive information on how their proxies were voted should contact its Client Service Manager.

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    2009 U.S. Proxy Voting Guidelines Summary
    December 24, 2008

    The following is a condensed version of the proxy voting recommendations contained in the
    RiskMetrics (RMG) U.S. Proxy Voting Manual.

     

     

    1.

    Operational Items

    Adjourn Meeting

              Generally vote AGAINST proposals to provide management with the authority to adjourn an annual or special meeting absent compelling reasons to support the proposal.

              Vote FOR proposals that relate specifically to soliciting votes for a merger or transaction if supporting that merger or transaction. Vote AGAINST proposals if the wording is too vague or if the proposal includes other business.

    Amend Quorum Requirements

              Vote AGAINST proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding unless there are compelling reasons to support the proposal.

    Amend Minor Bylaws

              Vote FOR bylaw or charter changes that are of a housekeeping nature (updates or corrections).

    Auditor Indemnification and Limitation of Liability

              Consider the issue of auditor indemnification and limitation of liability on a CASE-BY-CASE basis. Factors to be assessed include, but are not limited to:

     

     

     

     

    The terms of the auditor agreement- the degree to which these agreements impact shareholders rights;

     

     

     

     

    Motivation and rationale for establishing the agreements;

     

     

     

     

    Quality of disclosure; and

     

     

     

     

    Historical practices in the audit area.

              WITHHOLD or vote AGAINST members of an audit committee in situations where there is persuasive evidence that the audit committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.

    Auditor Ratification

              Vote FOR proposals to ratify auditors, unless any of the following apply:

     

     

     

     

    An auditor has a financial interest in or association with the company, and is therefore not independent;

     

     

     

     

    There is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position;

    - 79 -


     

     

     

     

    Poor accounting practices are identified that rise to a serious level of concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures; or

     

     

     

     

    Fees for non-audit services (“Other” fees) are excessive.

     

     

     

     

    Non-audit fees are excessive if:

     

     

     

     

    Non-audit (“other”) fees >audit fees + audit-related fees + tax compliance/preparation fees

              Tax compliance and preparation include the preparation of original and amended tax returns, refund claims and tax payment planning. All other services in the tax category, such as tax advice, planning or consulting should be added to Other fees. If the breakout of tax fees cannot be determined, add all tax fees to Other fees.

              In circumstances where Other fees include fees related to significant one-time capital structure events: initial public offerings, bankruptcy emergence, and spin-offs; and the company makes public disclosure of the amount and nature of those fees which are an exception to the standard non-audit fee category, then such fees may be excluded from the non-audit fees considered in determining the ratio of non-audit to audit/audit-related fees/tax compliance and preparation for purposes of determining whether non-audit fees are excessive.

              Vote CASE-BY-CASE on shareholder proposals asking companies to prohibit or limit their auditors from engaging in non-audit services.

              Vote CASE-BY-CASE on shareholder proposals asking for audit firm rotation, taking into account:

     

     

     

     

    The tenure of the audit firm;

     

     

     

     

    The length of rotation specified in the proposal;

     

     

     

     

    Any significant audit-related issues at the company;

     

     

     

     

    The number of Audit Committee meetings held each year;

     

     

     

     

    The number of financial experts serving on the committee; and

     

     

     

     

    Whether the company has a periodic renewal process where the auditor is evaluated for both audit quality and competitive price.

    Change Company Name

              Vote FOR proposals to change the corporate name.

    Change Date, Time, or Location of Annual Meeting

              Vote FOR management proposals to change the date, time, and/or location of the annual meeting unless the proposed change is unreasonable.

              Vote AGAINST shareholder proposals to change the date, time, and/or location of the annual meeting unless the current scheduling or location is unreasonable.

    Transact Other Business

              Vote AGAINST proposals to approve other business when it appears as voting item.

    - 80 -


     

     

    2.

    Board of Directors:

    Voting on Director Nominees in Uncontested Elections

              Vote on director nominees should be determined on a CASE-BY-CASE basis.

              Vote AGAINST or WITHHOLD 1 from individual directors who:

     

     

     

     

     

     

    Attend less than 75 percent of the board and committee meetings without a valid excuse, such as illness, service to the nation, work on behalf of the company, or funeral obligations. If the company provides meaningful public or private disclosure explaining the director s absences, evaluate the information on a CASE-BY-CASE basis taking into account the following factors:

     

     

     

     

     

     

     

     

    Degree to which absences were due to an unavoidable conflict;

     

     

     

     

     

     

     

     

    Pattern of absenteeism; and

     

     

     

     

     

     

     

     

    Other extraordinary circumstances underlying the director s absence;

     

     

     

     

     

     

    Sit on more than six public company boards;

     

     

     

     

     

     

    Are CEOs of public companies who sit on the boards of more than two public companies besides their own— withhold only at their outside boards.

              Vote AGAINST or WITHHOLD from all nominees of the board of directors, (except from new nominees, who should be considered on a CASE-BY-CASE basis) if:

     

     

     

     

    The company’s proxy indicates that not all directors attended 75% of the aggregate of their board and committee meetings, but fails to provide the required disclosure of the names of the directors involved. If this information cannot be obtained, vote against/withhold from all incumbent directors;

     

     

     

     

    The company’s poison pill has a dead-hand or modified dead-hand feature. Vote against/withhold every year until this feature is removed;

     

     

     

     

    The board adopts or renews a poison pill without shareholder approval, does not commit to putting it to shareholder vote within 12 months of adoption (or in the case of an newly public company, does not commit to put the pill to a shareholder vote within 12 months following the IPO), or reneges on a commitment to put the pill to a vote, and has not yet received a withhold/against recommendation for this issue;

     

     

     

     

    The board failed to act on a shareholder proposal that received approval by a majority of the shares outstanding the previous year (a management proposal with other than a FOR recommendation by management will not be considered as sufficient action taken);

     

     

     

     

    The board failed to act on a shareholder proposal that received approval of the majority of shares cast for the previous two consecutive years (a management proposal with other than a FOR recommendation by management will not be considered as sufficient action taken);


     

     


    1 In general, companies with a plurality vote standard use “Withhold” as the valid contrary vote option in director elections; companies with a majority vote standard use “Against”. However, it will vary by company and the proxy must be checked to determine the valid contrary vote option for the particular company.

    - 81 -


     

     

     

     

    The board failed to act on takeover offers where the majority of the shareholders tendered their shares;

     

     

     

     

    At the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the underlying issue(s) that caused the high withhold/against vote;

     

     

     

     

    The board is classified, and a continuing director responsible for a problematic governance issue at the board/committee level that would warrant a withhold/against vote recommendation is not up for election- any or all appropriate nominees (except new) may be held accountable;

     

     

     

     

    The board lacks accountability and oversight, coupled with sustained poor performance relative to peers. Sustained poor performance is measured by one- and three-year total shareholder returns in the bottom half of a company s four-digit GICS industry group (Russell 3000 companies only).

              Vote AGAINST or WITHHOLD from Inside Directors and Affiliated Outside Directors (per the Classification of Directors below) when:

     

     

     

     

    The inside or affiliated outside director serves on any of the three key committees: audit, compensation, or nominating;

     

     

     

     

    The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee;

     

     

     

     

    The company lacks a formal nominating committee, even if board attests that the independent directors fulfill the functions of such a committee;

     

     

     

     

    The full board is less than majority independent. Vote AGAINST or WITHHOLD from the members of the Audit Committee if:

     

     

     

     

    The non-audit fees paid to the auditor are excessive;

     

     

     

     

    The company receives an adverse opinion on the company’s financial statements from its auditor; or

     

     

     

     

    There is persuasive evidence that the audit committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.

              Vote CASE-by-CASE on members of the Audit Committee and/or the full board if poor accounting practices, which rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures, are identified.

              Examine the severity, breadth, chronological sequence and duration, as well as the company s efforts at remediation or corrective actions in determining whether negative vote recommendations are warranted against the members of the Audit Committee who are responsible for the poor accounting practices, or the entire board.

              Vote AGAINST or WITHHOLD from the members of the Compensation Committee if:

     

     

     

     

    There is a negative correlation between the chief executive’s pay and company performance (see discussion under Equity Compensation Plans);

    - 82 -


     

     

     

     

    The company reprices underwater options for stock, cash or other consideration without prior shareholder approval, even if allowed in their equity plan;

     

     

     

     

    The company fails to submit one-time transfers of stock options to a shareholder vote;

     

     

     

     

    The company fails to fulfill the terms of a burn rate commitment they made to shareholders;

     

     

     

     

    The company has backdated options (see “Options Backdating” policy);

              The company has poor compensation practices (see Poor Pay Practices policy). Poor pay practices may warrant withholding votes from the CEO and potentially the entire board as well.

              Vote AGAINST or WITHHOLD from directors, individually or the entire board, for egregious actions or failure to replace management as appropriate.

    RMG Classification of Directors – 2009

    Inside Director (I)

     

     

     

     

    Employee of the company or one of its affiliates 1 ;

     

     

     

     

    Non-employee officer of the company if among the five most highly paid individuals (excluding interim CEO);

     

     

     

     

    Listed as a Section 16 officer 2 ;

     

     

     

     

    Current interim CEO;

     

     

     

     

    Beneficial owner of more than 50 percent of the company’s voting power (this may be aggregated if voting power is distributed among more than one member of a defined group).

    Affiliated Outside Director (AO)

     

     

     

     

    Board attestation that an outside director is not independent;

     

     

     

     

    Former CEO of the company 3,4 ;

     

     

     

     

    Former CEO of an acquired company within the past five years 4 ;

     

     

     

     

    Former interim CEO if the service was longer than 18 months. If the service was between twelve and eighteen months an assessment of the interim CEO’s employment agreement will be made; 5

     

     

     

     

    Former executive 2 of the company, an affiliate or an acquired firm within the past five years;

     

     

     

     

    Executive 2 of a former parent or predecessor firm at the time the company was sold or split off from the parent/predecessor within the past five years;

     

     

     

     

    Executive 2 , former executive, general or limited partner of a joint venture or partnership with the company;

     

     

     

     

    Relative 6 of a current Section 16 officer of company or its affiliates;

    - 83 -


     

     

     

     

    Relative 6 of a current employee of company or its affiliates where additional factors raise concern (which may include, but are not limited to, the following: a director related to numerous employees; the company or its affiliates employ relatives of numerous board members; or a non-Section 16 officer in a key strategic role);

     

     

     

     

    Relative 6 of former Section 16 officer, of company or its affiliate within the last five years;

     

     

     

     

    Currently provides (or a relative 6 provides) professional services 7 to the company, to an affiliate of the company or an individual officer of the company or one of its affiliates in excess of $10,000 per year;

     

     

     

     

    Employed by (or a relative 6 is employed by) a significant customer or supplier 8 ;

     

     

     

     

    Has (or a relative 6 has) any transactional relationship with the company or its affiliates excluding investments in the company through a private placement; 8

     

     

     

     

    Any material financial tie or other related party transactional relationship to the company;

     

     

     

     

    Party to a voting agreement 9 to vote in line with management on proposals being brought to shareholder vote;

     

     

     

     

    Has (or a relative 6 has) an interlocking relationship as defined by the SEC involving members of the board of directors or its Compensation and Stock Option Committee; 10

     

     

     

     

    Founder 11 of the company but not currently an employee;

     

     

     

     

    Is (or a relative 6 is) a trustee, director or employee of a charitable or non-profit organization that receives grants or endowments 8 from the company or its affiliates. 1

    Independent Outside Director (IO)

     

     

     

     

    No material 12 connection to the company other than a board seat.

    Footnotes:

    1 Affiliate includes a subsidiary, sibling company, or parent company. RMG uses 50 percent control ownership by the parent company as the standard for applying its affiliate designation.

    2 Executives (officers subject to Section 16 of the Securities and Exchange Act of 1934) include the chief executive, operating, financial, legal, technology, and accounting officers of a company (including the president, treasurer, secretary, controller, or any vice president in charge of a principal business unit, division or policy function). A non-employee director serving as an officer due to statutory requirements (e.g. corporate secretary) will be classified as an Affiliated Outsider. If the company provides additional disclosure that the director is not receiving additional compensation for serving in that capacity, then the director will be classified as an Independent Outsider.

    3 Includes any former CEO of the company prior to the company s initial public offering (IPO).

    4 When there is a former CEO of a special purpose acquisition company (SPAC) serving on the board of an acquired company, RMG will generally classify such directors as independent unless determined otherwise taking into account the following factors: the applicable listing standards determination of such director s independence; any operating ties to the firm; and if there are any other conflicting relationships or related party transactions.

    5 RMG will look at the terms of the interim CEO s employment contract to determine if it contains severance pay, long-term health and pension benefits or other such standard provisions typically contained in contracts of permanent, non-temporary CEOs. RMG will also consider if a formal search process was underway for a full-time CEO at the time.

    - 84 -


    6 Relative follows the SEC s new definition of immediate family members which covers spouses, parents, children, step-parents, step-children, siblings, in-laws, and any person (other than a tenant or employee) sharing the household of any director, nominee for director, executive officer, or significant shareholder of the company.

    7 Professional services can be characterized as advisory in nature and generally include the following: investment banking / financial advisory services; commercial banking (beyond deposit services); investment services; insurance services; accounting/audit services; consulting services; marketing services; and legal services. The case of participation in a banking syndicate by a non-lead bank should be considered a transaction (and hence subject to the associated materiality test) rather than a professional relationship.

    8 If the company makes or receives annual payments exceeding the greater of $200,000 or 5 percent of the recipient s gross revenues. (The recipient is the party receiving the financial proceeds from the transaction).

    9 Dissident directors who are parties to a voting agreement pursuant to a settlement arrangement will generally be classified as independent unless determined otherwise, taking into account the following factors: the terms of the agreement; the duration of the standstill provision in the agreement; the limitations and requirements of actions that are agreed upon; if the dissident director nominee(s) is subject to the standstill; and if there any conflicting relationships or related party transactions.

    10 Interlocks include: (a) executive officers serving as directors on each other s compensation or similar committees (or, in the absence of such a committee, on the board); or (b) executive officers sitting on each other s boards and at least one serves on the other s compensation or similar committees (or, in the absence of such a committee, on the board).

    11 The operating involvement of the Founder with the company will be considered. Little to no operating involvement may cause RMG to deem the Founder as an independent outsider.

    12 For purposes of RMG s director independence classification, material will be defined as a standard of relationship (financial, personal or otherwise) that a reasonable person might conclude could potentially influence one s objectivity in the boardroom in a manner that would have a meaningful impact on an individual s ability to satisfy requisite fiduciary standards on behalf of shareholders.

    Age Limits

              Vote AGAINST shareholder or management proposals to limit the tenure of outside directors through mandatory retirement ages.

    Board Size

              Vote FOR proposals seeking to fix the board size or designate a range for the board size.

              Vote AGAINST proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.

    Classification/Declassification of the Board

              Vote AGAINST proposals to classify the board.

              Vote FOR proposals to repeal classified boards and to elect all directors annually.

    Cumulative Voting

              Generally vote AGAINST proposals to eliminate cumulative voting.

              Generally vote FOR proposals to restore or provide for cumulative voting unless:

     

     

     

     

    The company has proxy access or a similar structure 2 to allow shareholders to nominate directors to the company s ballot; and



    2 Similar structure” would be a structure that allows shareholders to nominate candidates who the company will include on the management ballot IN ADDITION TO management’s nominees, and their bios are included in management’s proxy.

    - 85 -


     

     

     

     

    The company has adopted a majority vote standard, with a carve-out for plurality voting in situations where there are more nominees than seats, and a director resignation policy to address failed elections.

              Vote FOR proposals for cumulative voting at controlled companies (insider voting power > 50%).

    Director and Officer Indemnification and Liability Protection

              Vote CASE-BY-CASE on proposals on director and officer indemnification and liability protection using Delaware law as the standard.

              Vote AGAINST proposals to eliminate entirely directors and officers liability for monetary damages for violating the duty of care.

              Vote AGAINST indemnification proposals that would expand coverage beyond just legal expenses to liability for acts, such as negligence, that are more serious violations of fiduciary obligation than mere carelessness.

              Vote AGAINST proposals that would expand the scope of indemnification to provide for mandatory indemnification of company officials in connection with acts that previously the company was permitted to provide indemnification for at the discretion of the company s board ( i.e., ” permissive indemnification ) but that previously the company was not required to indemnify.

              Vote FOR only those proposals providing such expanded coverage in cases when a director s or officer s legal defense was unsuccessful if both of the following apply:

     

     

     

     

    If the director was found to have acted in good faith and in a manner that he reasonably believed was in the best interests of the company; and

     

     

     

     

    If only the director’s legal expenses would be covered.

    Establish/Amend Nominee Qualifications

              Vote CASE-BY-CASE on proposals that establish or amend director qualifications. Votes should be based on how reasonable the criteria are and to what degree they may preclude dissident nominees from joining the board.

              Vote AGAINST shareholder proposals requiring two candidates per board seat.

    Establishment of Board Committees Shareholder Proposals

              Generally vote AGAINST shareholder proposals to establish a new standing board committee, as such proposals seek a specific oversight mechanism/structure that potentially limits a company s flexibility to determine an appropriate oversight mechanism for itself. However, the following factors will be considered:

     

     

     

     

    Existing oversight mechanisms (including current committee structure) regarding the issue for which board oversight is sought;

     

     

     

     

    Level of disclosure regarding the issue for which board oversight is sought;

     

     

     

     

    Company performance related to the issue for which board oversight is sought;

     

     

     

     

    Board committee structure compared to that of other companies in its industry sector; and/or

    - 86 -


     

     

     

     

    The scope and structure of the proposal.

    Establishment of Board Policy on Shareholder Engagement

              Generally vote FOR shareholders proposals requesting that the board establish an internal mechanism/process, which may include a committee, in order to improve communications between directors and shareholders, unless the company has the following features, as appropriate:

     

     

     

     

    Established a communication structure that goes beyond the exchange requirements to facilitate the exchange of information between shareholders and members of the board;

     

     

     

     

    Effectively disclosed information with respect to this structure to its shareholders;

     

     

     

     

    Company has not ignored majority-supported shareholder proposals or a majority withhold vote on a director nominee; and

     

     

     

     

    The company has an independent chairman or a lead director, according to RMG’s definition. This individual must be made available for periodic consultation and direct communication with major shareholders.

    Filling Vacancies/Removal of Directors

              Vote AGAINST proposals that provide that directors may be removed only for cause.

              Vote FOR proposals to restore shareholders ability to remove directors with or without cause.

              Vote AGAINST proposals that provide that only continuing directors may elect replacements to fill board vacancies.

              Vote FOR proposals that permit shareholders to elect directors to fill board vacancies.

    Independent Chair (Separate Chair/CEO)

              Generally vote FOR shareholder proposals requiring that the chairman s position be filled by an independent director, unless the company satisfies all of the following criteria:

              The company maintains the following counterbalancing governance structure:

     

     

     

     

     

    Designated lead director, elected by and from the independent board members with clearly delineated and comprehensive duties. (The role may alternatively reside with a presiding director, vice chairman, or rotating lead director; however the director must serve a minimum of one year in order to qualify as a lead director.) The duties should include, but are not limited to, the following:

     

     

     

     

     

    presides at all meetings of the board at which the chairman is not present, including executive sessions of the independent directors;

     

     

     

     

     

     

    serves as liaison between the chairman and the independent directors;

     

     

     

     

     

     

    approves information sent to the board;

     

     

     

     

     

     

    approves meeting agendas for the board;

    - 87 -


     

     

     

     

     

     

    approves meeting schedules to assure that there is sufficient time for discussion of all agenda items;

     

     

     

     

     

     

    has the authority to call meetings of the independent directors;

     

     

     

     

     

     

    if requested by major shareholders, ensures that he is available for consultation and direct communication;

     

     

     

     

     

    Two-thirds independent board;

     

     

     

     

    All independent key committees;

     

     

     

     

    Established governance guidelines;

     

     

     

     

    A company in the Russell 3000 universe must not have exhibited sustained poor total shareholder return (TSR) performance, defined as one- and three-year TSR in the bottom half of the company’s four-digit GICS industry group (using Russell 3000 companies only), unless there has been a change in the Chairman/CEO position within that time. For companies not in the Russell 3000 universe, the company must not have underperformed both its peers and index on the basis of both one-year and three-year total shareholder returns, unless there has been a change in the Chairman/CEO position within that time;

     

     

     

     

    The company does not have any problematic governance or management issues, examples of which include, but are not limited to:

     

     

     

     

     

    Egregious compensation practices;

     

     

     

     

     

     

    Multiple related-party transactions or other issues putting director independence at risk;

     

     

     

     

     

     

    Corporate and/or management scandals;

     

     

     

     

     

     

    Excessive problematic corporate governance provisions; or

     

     

     

     

     

     

    Flagrant actions by management or the board with potential or realized negative impacts on shareholders.

    Majority of Independent Directors/Establishment of Committees

              Vote FOR shareholder proposals asking that a majority or more of directors be independent unless the board composition already meets the proposed threshold by RMG s definition of independent outsider. (See Classification of Directors.)

              Vote FOR shareholder proposals asking that board audit, compensation, and/or nominating committees be composed exclusively of independent directors if they currently do not meet that standard.

    Majority Vote Shareholder Proposals

              Generally vote FOR precatory and binding resolutions requesting that the board change the company s bylaws to stipulate that directors need to be elected with an affirmative majority of votes cast, provided it does not conflict with the state law where the company is incorporated. Binding resolutions need to allow for a carve-out for a plurality vote standard when there are more nominees than board seats.

    - 88 -


              Companies are strongly encouraged to also adopt a post-election policy (also known as a director resignation policy) that will provide guidelines so that the company will promptly address the situation of a holdover director.

    Open Access

              Vote shareholder proposals asking for open or proxy access on a CASE-BY-CASE basis, taking into account:

     

     

     

     

    The ownership threshold proposed in the resolution;

     

     

     

     

    The proponent’s rationale for the proposal at the targeted company in terms of board and director conduct.

    Performance/Governance Evaluation for Directors

     

     

     

     

    Vote WITHHOLD/AGAINST on all director nominees if the board lacks accountability and oversight, coupled with sustained poor performance relative to peers. Sustained poor performance is measured by one- and three-year total shareholder returns in the bottom half of a company s four-digit GICS industry group (Russell 3000 companies only).

              Evaluate board accountability and oversight at companies that demonstrate sustained poor performance. Problematic provisions include but are not limited to:

     

     

     

     

    a classified board structure;

     

     

     

     

    a supermajority vote requirement;

     

     

     

     

    majority vote standard for director elections with no carve out for contested elections;

     

     

     

     

    the inability for shareholders to call special meetings;

     

     

     

     

    the inability for shareholders to act by written consent;

     

     

     

     

    a dual-class structure; and/or

     

     

     

     

    a non-shareholder approved poison pill.

              If a company exhibits sustained poor performance coupled with a lack of board accountability and oversight, also take into consideration the company s five-year total shareholder return and five-year operational metrics in the evaluation.

    Stock Ownership Requirements

              Generally vote AGAINST shareholder proposals that mandate a minimum amount of stock that directors must own in order to qualify as a director or to remain on the board. While stock ownership on the part of directors is desired, the company should determine the appropriate ownership requirement.

              Vote CASE-BY-CASE on shareholder proposals asking that the company adopt a holding or retention period for its executives (for holding stock after the vesting or exercise of equity awards), taking into account any stock ownership requirements or holding period/retention ratio already in place and the actual ownership level of executives.

    - 89 -


    Term Limits

              Vote AGAINST shareholder or management proposals to limit the tenure of outside directors through term limits. However, scrutinize boards where the average tenure of all directors exceeds 15 years for independence from management and for sufficient turnover to ensure that new perspectives are being added to the board.

    Vote No Campaigns

              In cases where companies are targeted in connection with public vote no campaigns, evaluate director nominees under the existing governance policies for voting on director nominees in uncontested elections. In issuing vote recommendations, consider arguments submitted by shareholders and other publicly-available information.

    3. Proxy Contests

    Voting for Director Nominees in Contested Elections

              Vote CASE-BY-CASE on the election of directors in contested elections, considering the following factors:

     

     

     

     

    Long-term financial performance of the target company relative to its industry;

     

     

     

     

    Management’s track record;

     

     

     

     

    Background to the proxy contest;

     

     

     

     

    Qualifications of director nominees (both slates);

     

     

     

     

    Strategic plan of dissident slate and quality of critique against management;

     

     

     

     

    Likelihood that the proposed goals and objectives can be achieved (both slates);

     

     

     

     

    Stock ownership positions.

     

     

     

    Reimbursing Proxy Solicitation Expenses

              Vote CASE-BY-CASE on proposals to reimburse proxy solicitation expenses. When voting in conjunction with support of a dissident slate, vote FOR the reimbursement of all appropriate proxy solicitation expenses associated with the election.

              Generally vote FOR shareholder proposals calling for the reimbursement of reasonable costs incurred in connection with nominating one or more candidates in a contested election where the following apply:

     

     

     

     

    The election of fewer than 50% of the directors to be elected is contested in the election;

     

     

     

     

    One or more of the dissident’s candidates is elected;

     

     

     

     

    Shareholders are not permitted to cumulate their votes for directors; and

     

     

     

     

    The election occurred, and the expenses were incurred, after the adoption of this bylaw.

    - 90 -


    Confidential Voting

              Vote FOR shareholder proposals requesting that corporations adopt confidential voting, use independent vote tabulators, and use independent inspectors of election, as long as the proposal includes a provision for proxy contests as follows: In the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents will not agree, the confidential voting policy is waived.

              Vote FOR management proposals to adopt confidential voting.

    4. Antitakeover Defenses and Voting Related Issues

    Advance Notice Requirements for Shareholder Proposals/Nominations

              Vote CASE-BY-CASE basis on advance notice proposals, giving support to those proposals which allow shareholders to submit proposals/nominations as close to the meeting date as reasonably possible and within the broadest window possible, recognizing the need to allow sufficient notice for company, regulatory and shareholder review.

              To be reasonable, the company s deadline for shareholder notice of a proposal/ nominations must not be more than 60 days prior to the meeting, with a submittal window of at least 30 days prior to the deadline. The submittal window is the period under which a shareholder must file his proposal/nominations prior to the deadline.

              In general, support additional efforts by companies to ensure full disclosure in regard to a proponent s economic and voting position in the company so long as the informational requirements are reasonable and aimed at providing shareholders with the necessary information to review such proposal.

    Amend Bylaws without Shareholder Consent

              Vote AGAINST proposals giving the board exclusive authority to amend the bylaws.

              Vote FOR proposals giving the board the ability to amend the bylaws in addition to shareholders.

    Poison Pills

              Vote FOR shareholder proposals requesting that the company submit its poison pill to a shareholder vote or redeem it UNLESS the company has: (1) A shareholder approved poison pill in place; or (2) The company has adopted a policy concerning the adoption of a pill in the future specifying that the board will only adopt a shareholder rights plan if either:

     

     

     

     

    Shareholders have approved the adoption of the plan; or

     

     

     

     

    The board, in its exercise of its fiduciary responsibilities, determines that it is in the best interest of shareholders under the circumstances to adopt a pill without the delay in adoption that would result from seeking stockholder approval ( i.e.,  the fiduciary out provision). A poison pill adopted under this fiduciary out will be put to a shareholder ratification vote within 12 months of adoption or expire. If the pill is not approved by a majority of the votes cast on this issue, the plan will immediately terminate.

              Vote FOR shareholder proposals calling for poison pills to be put to a vote within a time period of less than one year after adoption. If the company has no non-shareholder approved poison pill in place and has adopted a policy with the provisions outlined above, vote AGAINST the proposal. If these conditions are not met, vote FOR the proposal, but with the caveat that a vote within 12 months would be considered sufficient.

    - 91 -


              Vote CASE-by-CASE on management proposals on poison pill ratification, focusing on the features of the shareholder rights plan. Rights plans should contain the following attributes:

     

     

     

     

    No lower than a 20% trigger, flip-in or flip-over;

     

     

     

     

    A term of no more than three years;

     

     

     

     

    No dead-hand, slow-hand, no-hand or similar feature that limits the ability of a future board to redeem the pill;

     

     

     

     

    Shareholder redemption feature (qualifying offer clause); if the board refuses to redeem the pill 90 days after a qualifying offer is announced, 10 percent of the shares may call a special meeting or seek a written consent to vote on rescinding the pill.

              In addition, the rationale for adopting the pill should be thoroughly explained by the company. In examining the request for the pill, take into consideration the company s existing governance structure, including: board independence, existing takeover defenses, and any problematic governance concerns.

              For management proposals to adopt a poison pill for the stated purpose of preserving a company s net operating losses ( NOL pills ), the following factors should be considered:

     

     

     

     

    the trigger (NOL pills generally have a trigger slightly below 5%);

     

     

     

     

    the value of the NOLs;

     

     

     

     

    the term;

     

     

     

     

    shareholder protection mechanisms (sunset provision, causing expiration of the pill upon exhaustion or expiration of NOLs); and

     

     

     

     

    other factors that may be applicable.

              In addition, vote WITHHOLD/AGAINST the entire board of directors, (except new nominees, who should be considered on a CASE-by-CASE basis) if the board adopts or renews a poison pill without shareholder approval, does not commit to putting it to a shareholder vote within 12 months of adoption (or in the case of a newly public company, does not commit to put the pill to a shareholder vote within 12 months following the IPO), or reneges on a commitment to put the pill to a vote, and has not yet received a withhold recommendation for this issue.

    Shareholder Ability to Act by Written Consent

              Vote AGAINST proposals to restrict or prohibit shareholder ability to take action by written consent.

              Vote FOR proposals to allow or make easier shareholder action by written consent.

    Shareholder Ability to Call Special Meetings

              Vote AGAINST proposals to restrict or prohibit shareholder ability to call special meetings.

              Vote FOR proposals that remove restrictions on the right of shareholders to act independently of management.

    - 92 -


    Supermajority Vote Requirements

              Vote AGAINST proposals to require a supermajority shareholder vote.

              Vote FOR proposals to lower supermajority vote requirements.

    5. Mergers and Corporate Restructurings

    Overall Approach

              For mergers and acquisitions, review and evaluate the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including:

     

     

     

     

    Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction and strategic rationale.

     

     

     

     

    Market reaction - How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal.

     

     

     

     

    Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions.

     

     

     

     

    Negotiations and process - Were the terms of the transaction negotiated at arm’s-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation “wins” can also signify the deal makers’ competency. The comprehensiveness of the sales process ( e.g.,  full auction, partial auction, no auction) can also affect shareholder value.

     

     

     

     

    Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger. The CIC figure presented in the “RMG Transaction Summary” section of this report is an aggregate figure that can in certain cases be a misleading indicator of the true value transfer from shareholders to insiders. Where such figure appears to be excessive, analyze the underlying assumptions to determine whether a potential conflict exists.

     

     

     

     

    Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance.

    Appraisal Rights

              Vote FOR proposals to restore, or provide shareholders with rights of appraisal.

    Asset Purchases

              Vote CASE-BY-CASE on asset purchase proposals, considering the following factors:

    - 93 -


     

     

     

     

    Purchase price;

     

     

     

     

    Fairness opinion;

     

     

     

     

    Financial and strategic benefits;

     

     

     

     

    How the deal was negotiated;

     

     

     

     

    Conflicts of interest;

     

     

     

     

    Other alternatives for the business;

     

     

     

     

    Non-completion risk.

    Asset Sales

     

     

     

     

    Vote CASE-BY-CASE on asset sales, considering the following factors:

     

     

     

    Impact on the balance sheet/working capital;

     

     

     

     

    Potential elimination of diseconomies;

     

     

     

     

    Anticipated financial and operating benefits;

     

     

     

     

    Anticipated use of funds;

     

     

     

     

    Value received for the asset;

     

     

     

     

    Fairness opinion;

     

     

     

     

    How the deal was negotiated;

     

     

     

     

    Conflicts of interest.

    Bundled Proposals

              Vote CASE-BY-CASE on bundled or conditional proxy proposals. In the case of items that are conditioned upon each other, examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders best interests, vote AGAINST the proposals. If the combined effect is positive, support such proposals.

    Conversion of Securities

              Vote CASE-BY-CASE on proposals regarding conversion of securities. When evaluating these proposals the investor should review the dilution to existing shareholders, the conversion price relative to market value, financial issues, control issues, termination penalties, and conflicts of interest.

              Vote FOR the conversion if it is expected that the company will be subject to onerous penalties or will be forced to file for bankruptcy if the transaction is not approved.

    - 94 -


    Corporate Reorganization/Debt Restructuring/Prepackaged Bankruptcy Plans/Reverse Leveraged Buyouts/Wrap Plans

              Vote CASE-BY-CASE on proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan, taking into consideration the following:

     

     

     

     

    Dilution to existing shareholders’ position;

     

     

     

     

    Terms of the offer;

     

     

     

     

    Financial issues;

     

     

     

     

    Management’s efforts to pursue other alternatives;

     

     

     

     

    Control issues;

     

     

     

     

    Conflicts of interest.

              Vote FOR the debt restructuring if it is expected that the company will file for bankruptcy if the transaction is not approved.

    Formation of Holding Company

              Vote CASE-BY-CASE on proposals regarding the formation of a holding company, taking into consideration the following:

     

     

     

     

    The reasons for the change;

     

     

     

     

    Any financial or tax benefits;

     

     

     

     

    Regulatory benefits;

     

     

     

     

    Increases in capital structure;

     

     

     

     

    Changes to the articles of incorporation or bylaws of the company.

              Absent compelling financial reasons to recommend the transaction, vote AGAINST the formation of a holding company if the transaction would include either of the following:

     

     

     

     

    Increases in common or preferred stock in excess of the allowable maximum (see discussion under “Capital Structure”);

     

     

     

     

    Adverse changes in shareholder rights.

    Going Private and Going Dark Transactions (LBOs and Minority Squeeze-outs)

     

     

     

     

    Vote CASE-BY-CASE on going private transactions, taking into account the following:

     

     

     

    Offer price/premium;

     

     

     

     

    Fairness opinion;

     

     

     

     

    How the deal was negotiated;

    - 95 -


     

     

     

     

    Conflicts of interest;

     

     

     

     

    Other alternatives/offers considered; and

     

     

     

     

    Non-completion risk.

                Vote CASE-BY-CASE on going dark transactions, determining whether the transaction enhances shareholder value by taking into consideration:

     

     

     

     

     

     

    Whether the company has attained benefits from being publicly-traded (examination of trading volume, liquidity, and market research of the stock);

     

     

     

     

    Balanced interests of continuing vs. cashed-out shareholders, taking into account the following:

     

     

     

     

     

     

    Are all shareholders able to participate in the transaction?

     

     

     

     

     

     

     

     

    Will there be a liquid market for remaining shareholders following the transaction?

     

     

     

     

     

     

     

     

    Does the company have strong corporate governance?

     

     

     

     

     

     

     

     

    Will insiders reap the gains of control following the proposed transaction?

     

     

     

     

     

     

     

     

    Does the state of incorporation have laws requiring continued reporting that may benefit shareholders?

    Joint Ventures

     

     

     

     

    Vote CASE-BY-CASE on proposals to form joint ventures, taking into account the following:

     

     

     

    Percentage of assets/business contributed;

     

     

     

     

    Percentage ownership;

     

     

     

     

    Financial and strategic benefits;

     

     

     

     

    Governance structure;

     

     

     

     

    Conflicts of interest;

     

     

     

     

    Other alternatives;

     

     

     

     

    Noncompletion risk.

     

     

     

    Liquidations

     

     

    Vote CASE-BY-CASE on liquidations, taking into account the following:

     

     

     

    Management’s efforts to pursue other alternatives;

     

     

     

     

    Appraisal value of assets; and

     

     

     

     

    The compensation plan for executives managing the liquidation.

    - 96 -


              Vote FOR the liquidation if the company will file for bankruptcy if the proposal is not approved.

    Mergers and Acquisitions/ Issuance of Shares to Facilitate Merger or Acquisition

              Vote CASE-BY-CASE on mergers and acquisitions, determining whether the transaction enhances shareholder value by giving consideration to items listed under Mergers and Corporate Restructurings: Overall Approach.

    Private Placements/Warrants/Convertible Debentures

              Vote CASE-BY-CASE on proposals regarding private placements taking into consideration:

              1. Dilution to existing shareholders position.

     

     

     

     

    The amount and timing of shareholder ownership dilution should be weighed against the needs and proposed shareholder benefits of the capital infusion.

              2. Terms of the offer - discount/premium in purchase price to investor, including any fairness opinion; conversion features; termination penalties; exit strategy.

     

     

     

     

    The terms of the offer should be weighed against the alternatives of the company and in light of company’s financial issues.

     

     

     

     

    When evaluating the magnitude of a private placement discount or premium, RiskMetrics will consider whether it is affected by liquidity, due diligence, control and monitoring issues, capital scarcity, information asymmetry and anticipation of future performance.

              3. Financial issues include but are not limited to examining the following:

     

     

     

     

    company’s financial situation;

     

     

     

     

    degree of need for capital;

     

     

     

     

    use of proceeds;

     

     

     

     

    effect of the financing on the company’s cost of capital;

     

     

     

     

    current and proposed cash burn rate; and

     

     

     

     

    going concern viability and the state of the capital and credit markets.

              4. Management s efforts to pursue alternatives and whether the company engaged in a process to evaluate alternatives. A fair, unconstrained process helps to ensure the best price for shareholders. Financing alternatives can include joint ventures, partnership, merger or sale of part or all of the company.

              5. Control issues:

     

     

     

     

    change in management;

     

     

     

     

    change in control,

     

     

     

     

    guaranteed board and committee seats;

    - 97 -


     

     

     

     

    standstill provisions;

     

     

     

     

    voting agreements;

     

     

     

     

    veto power over certain corporate actions.

              Minority versus majority ownership and corresponding minority discount or majority control premium.

              6. Conflicts of interest

     

     

     

     

    Conflicts of interest should be viewed from the perspective of the company and the investor.

     

     

     

     

    Were the terms of the transaction negotiated at arm’s-length? Are managerial incentives aligned with shareholder interests?

              7. Market reaction

     

     

     

     

    The market s response to the proposed deal. A negative market reaction is a cause for concern. Market reaction may be addressed by analyzing the one day impact on the unaffected stock price.

                Vote FOR the private placement if it is expected that the company will file for bankruptcy if the transaction is not approved.

    Special Purpose Acquisition Corporations (SPACs)

                Vote on a CASE-BY-CASE basis on SPAC mergers and acquisitions taking into account the following:

     

     

     

     

    Valuation – Is the value being paid by the SPAC reasonable? SPACs generally lack an independent fairness opinion and the financials on the target may be limited. Compare the conversion price with the intrinsic value of the target company provided in the fairness opinion. Also, evaluate the proportionate value of the combined entity attributable to the SPAC IPO shareholders versus the pre-merger value of SPAC. Additionally, a private company discount may be applied to the target, if it is a private entity.

     

     

     

     

    Market reaction – How has the market responded to the proposed deal? A negative market reaction may be a cause for concern. Market reaction may be addressed by analyzing the one-day impact on the unaffected stock price.

     

     

     

     

    Deal timing – A main driver for most transactions is that the SPAC charter typically requires the deal to be complete within 18 to 24 months, or the SPAC is to be liquidated. Evaluate the valuation, market reaction, and potential conflicts of interest for deals that are announced close to the liquidation date.

     

     

     

     

    Negotiations and process – What was the process undertaken to identify potential target companies within specified industry or location specified in charter? Consider the background of the sponsors.

     

     

     

     

    Conflicts of interest – How are sponsors benefiting from the transaction compared to IPO shareholders? Potential conflicts could arise if a fairness opinion is issued by the insiders to qualify the deal rather than a third party or if management is encouraged to pay a higher price for the target because of an 80% rule (the charter requires that the fair market value of the

    - 98 -


     

     

     

     

     

    target is at least equal to 80% of net assets of the SPAC). Also, there may be sense of urgency by the management team of the SPAC to close the deal since its charter typically requires a transaction to be completed within the 18-24 month timeframe.

     

     

     

     

    Voting agreements – Are the sponsors entering into enter into any voting agreements/ tender offers with shareholders who are likely to vote AGAINST the proposed merger or exercise conversion rights?

     

     

     

     

    Governance – What is the impact of having the SPAC CEO or founder on key committees following the proposed merger?

    Spinoffs

     

     

     

     

    Vote CASE-BY-CASE on spin-offs, considering:

     

     

     

    Tax and regulatory advantages;

     

     

     

     

    Planned use of the sale proceeds;

     

     

     

     

    Valuation of spinoff;

     

     

     

     

    Fairness opinion;

     

     

     

     

    Benefits to the parent company;

     

     

     

     

    Conflicts of interest;

     

     

     

     

    Managerial incentives;

     

     

     

     

    Corporate governance changes;

     

     

     

     

    Changes in the capital structure.

    Value Maximization Shareholder Proposals

              Vote CASE-BY-CASE on shareholder proposals seeking to maximize shareholder value by hiring a financial advisor to explore strategic alternatives, selling the company or liquidating the company and distributing the proceeds to shareholders. These proposals should be evaluated based on the following factors:

     

     

     

     

    Prolonged poor performance with no turnaround in sight;

     

     

     

     

    Signs of entrenched board and management;

     

     

     

     

    Strategic plan in place for improving value;

     

     

     

     

    Likelihood of receiving reasonable value in a sale or dissolution; and

     

     

     

     

    Whether company is actively exploring its strategic options, including retaining a financial advisor.

    - 99 -


    6. State of Incorporation

    Control Share Acquisition Provisions

              Control share acquisition statutes function by denying shares their voting rights when they contribute to ownership in excess of certain thresholds. Voting rights for those shares exceeding ownership limits may only be restored by approval of either a majority or supermajority of disinterested shares. Thus, control share acquisition statutes effectively require a hostile bidder to put its offer to a shareholder vote or risk voting disenfranchisement if the bidder continues buying up a large block of shares.

              Vote FOR proposals to opt out of control share acquisition statutes unless doing so would enable the completion of a takeover that would be detrimental to shareholders.

              Vote AGAINST proposals to amend the charter to include control share acquisition provisions.

              Vote FOR proposals to restore voting rights to the control shares.

    Control Share Cash-Out Provisions

              Control share cash-out statutes give dissident shareholders the right to cash-out of their position in a company at the expense of the shareholder who has taken a control position. In other words, when an investor crosses a preset threshold level, remaining shareholders are given the right to sell their shares to the acquirer, who must buy them at the highest acquiring price.

              Vote FOR proposals to opt out of control share cash-out statutes.

    Disgorgement Provisions

              Disgorgement provisions require an acquirer or potential acquirer of more than a certain percentage of a company s stock to disgorge, or pay back, to the company any profits realized from the sale of that company s stock purchased 24 months before achieving control status. All sales of company stock by the acquirer occurring within a certain period of time (between 18 months and 24 months) prior to the investor s gaining control status are subject to these recapture-of-profits provisions.

              Vote FOR proposals to opt out of state disgorgement provisions.

    Fair Price Provisions

              Vote CASE-BY-CASE on proposals to adopt fair price provisions (provisions that stipulate that an acquirer must pay the same price to acquire all shares as it paid to acquire the control shares), evaluating factors such as the vote required to approve the proposed acquisition, the vote required to repeal the fair price provision, and the mechanism for determining the fair price.

              Generally, vote AGAINST fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.

    Freeze-Out Provisions

              Vote FOR proposals to opt out of state freeze-out provisions. Freeze-out provisions force an investor who surpasses a certain ownership threshold in a company to wait a specified period of time before gaining control of the company.

    - 100 -


    Greenmail

              Greenmail payments are targeted share repurchases by management of company stock from individuals or groups seeking control of the company. Since only the hostile party receives payment, usually at a substantial premium over the market value of its shares, the practice discriminates against all other shareholders.

              Vote FOR proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company s ability to make greenmail payments.

              Vote CASE-BY-CASE on anti-greenmail proposals when they are bundled with other charter or bylaw amendments.

    Reincorporation Proposals

              Management or shareholder proposals to change a company s state of incorporation should be evaluated on a CASE-BY-CASE basis, giving consideration to both financial and corporate governance concerns including the following:

     

     

     

     

    Reasons for reincorporation;

     

     

     

     

    Comparison of company s governance practices and provisions prior to and following the reincorporation; and

     

     

     

     

    Comparison of corporation laws of original state and destination state

              Vote FOR reincorporation when the economic factors outweigh any neutral or negative governance changes.

    Stakeholder Provisions

              Vote AGAINST proposals that ask the board to consider non-shareholder constituencies or other non-financial effects when evaluating a merger or business combination.

    State Antitakeover Statutes

              Vote CASE-BY-CASE on proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freeze-out provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions).

    7. Capital Structure

    Adjustments to Par Value of Common Stock

              Vote FOR management proposals to reduce the par value of common stock.

    Common Stock Authorization

              Vote CASE-BY-CASE on proposals to increase the number of shares of common stock authorized for issuance. Take into account company-specific factors which include, at a minimum, the following:

     

     

     

     

    Specific reasons/ rationale for the proposed increase;

    - 101 -


     

     

     

     

    The dilutive impact of the request as determined through an allowable cap generated by RiskMetrics’ quantitative model;

     

     

     

     

    The board’s governance structure and practices; and

     

     

     

     

    Risks to shareholders of not approving the request.

              Vote FOR proposals to approve increases beyond the allowable increase when a company s shares are in danger of being delisted or if a company s ability to continue to operate as a going concern is uncertain.

    Dual-Class Stock

              Vote AGAINST proposals to create a new class of common stock with superior voting rights.

              Vote AGAINST proposals at companies with dual-class capital structures to increase the number of authorized shares of the class of stock that has superior voting rights.

              Vote FOR proposals to create a new class of nonvoting or sub-voting common stock if:

     

     

     

     

    It is intended for financing purposes with minimal or no dilution to current shareholders;

     

     

     

     

    It is not designed to preserve the voting power of an insider or significant shareholder.

    Issue Stock for Use with Rights Plan

              Vote AGAINST proposals that increase authorized common stock for the explicit purpose of implementing a non-shareholder approved shareholder rights plan (poison pill).

    Preemptive Rights

              Vote CASE-BY-CASE on shareholder proposals that seek preemptive rights, taking into consideration: the size of a company, the characteristics of its shareholder base, and the liquidity of the stock.

    Preferred Stock

              Vote CASE-BY-CASE on proposals to increase the number of shares of preferred stock authorized for issuance. Take into account company-specific factors which include, at a minimum, the following:

     

     

     

     

    Specific reasons/ rationale for the proposed increase;

     

     

     

     

    The dilutive impact of the request as determined through an allowable cap generated by RiskMetrics’ quantitative model;

     

     

     

     

    The board’s governance structure and practices; and

     

     

     

     

    Risks to shareholders of not approving the request.

              Vote AGAINST proposals authorizing the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights ( blank check preferred stock).

    - 102 -


              Vote FOR proposals to create declawed blank check preferred stock (stock that cannot be used as a takeover defense).

              Vote FOR proposals to authorize preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.

              Vote AGAINST proposals to increase the number of blank check preferred stock authorized for issuance when no shares have been issued or reserved for a specific purpose.

    Recapitalization

              Vote CASE-BY-CASE on recapitalizations (reclassifications of securities), taking into account the following:

     

     

     

     

    More simplified capital structure;

     

     

     

     

    Enhanced liquidity;

     

     

     

     

    Fairness of conversion terms;

     

     

     

     

    Impact on voting power and dividends;

     

     

     

     

    Reasons for the reclassification;

     

     

     

     

    Conflicts of interest; and

     

     

     

     

    Other alternatives considered.

    Reverse Stock Splits

              Vote FOR management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced.

              Vote FOR management proposals to implement a reverse stock split to avoid delisting.

              Vote CASE-BY-CASE on proposals to implement a reverse stock split that do not proportionately reduce the number of shares authorized for issue based on the allowable increased calculated using the Capital Structure model.

    Share Repurchase Programs

              Vote FOR management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.

    Stock Distributions: Splits and Dividends

              Vote FOR management proposals to increase the common share authorization for a stock split or share dividend, provided that the increase in authorized shares would not result in an excessive number of shares available for issuance as determined using a model developed by RMG.

    Tracking Stock

              Vote CASE-BY-CASE on the creation of tracking stock, weighing the strategic value of the transaction against such factors as:

    - 103 -


     

     

     

     

    Adverse governance changes;

     

     

     

     

    Excessive increases in authorized capital stock;

     

     

     

     

    Unfair method of distribution;

     

     

     

     

    Diminution of voting rights;

     

     

     

     

    Adverse conversion features;

     

     

     

     

    Negative impact on stock option plans; and

     

     

     

     

    Alternatives such as spin-off.

    8. Executive and Director Compensation

    Equity Compensation Plans

              Vote CASE-BY-CASE on equity-based compensation plans. Vote AGAINST the equity plan if any of the following factors apply:

     

     

     

     

    The total cost of the company’s equity plans is unreasonable;

     

     

     

     

    The plan expressly permits the repricing of stock options/stock appreciate rights (SARs) without prior shareholder approval;

     

     

     

     

    The CEO is a participant in the proposed equity-based compensation plan and there is a disconnect between CEO pay and the company’s performance where over 50 percent of the year-over-year increase is attributed to equity awards;

     

     

     

     

    The company’s three year burn rate exceeds the greater of 2% and the mean plus one standard deviation of its industry group;

     

     

     

     

    The plan provides for the acceleration of vesting of equity awards even though an actual change in control may not occur ( e.g ., upon shareholder approval of a transaction or the announcement of a tender offer); or

     

     

     

     

    The plan is a vehicle for poor pay practices.

     

     

     

     

    Each of these factors is described below:

    Cost of Equity Plans

              Generally, vote AGAINST equity plans if the cost is unreasonable. For non-employee director plans, vote FOR the plan if certain factors are met (see Director Compensation section).

              The cost of the equity plans is expressed as Shareholder Value Transfer (SVT), which is measured using a binomial option pricing model that assesses the amount of shareholders equity flowing out of the company to employees and directors. SVT is expressed as both a dollar amount and as a percentage of market value, and includes the new shares proposed, shares available under existing plans, and shares granted but unexercised. All award types are valued. For omnibus plans, unless limitations are placed on the most expensive types of awards (for example, full value awards), the assumption is made that all awards to be granted will be the most expensive types. See discussion of specific types of awards.

    - 104 -


              The Shareholder Value Transfer is reasonable if it falls below the company-specific allowable cap. The allowable cap is determined as follows: The top quartile performers in each industry group (using the Global Industry Classification Standard GICS) are identified. Benchmark SVT levels for each industry are established based on these top performers historic SVT. Regression analyses are run on each industry group to identify the variables most strongly correlated to SVT. The benchmark industry SVT level is then adjusted upwards or downwards for the specific company by plugging the company-specific performance measures, size and cash compensation into the industry cap equations to arrive at the company s allowable cap.

              For the Dec. 1, 2008, March 1, June 1 and Sept. 1, 2009 quarterly data downloads, RMG will use 400-day volatility for the shareholder value calculation. RMG intends to revert to the 200-day volatility for the Dec. 1, 2009 and subsequent quarterly data downloads. Also, for those specified time periods, RMG will use the 90-day average stock price at the quarterly data download, and intends to revert to the 200-day average stock price for the Dec 1, 2009 and subsequent quarterly data downloads.

    Repricing Provisions

              Vote AGAINST plans that expressly permit the repricing or exchange of underwater stock options without prior shareholder approval, even if the cost of the plan is reasonable. Also, vote AGAINST OR WITHHOLD from members of the Compensation Committee who approved and/or implemented a repricing or an option exchange program, by buying out underwater options for stock, cash or other consideration or canceling underwater options and regranting options with a lower exercise price, without prior shareholder approval, even if such repricings are allowed in their equity plan.

              Vote AGAINST plans if the company has a history of repricing options without shareholder approval, and the applicable listing standards would not preclude them from doing so.

    Pay-for-Performance Disconnect

              Generally, vote AGAINST plans and/or WITHHOLD votes from the Compensation Committee members if:

     

     

     

     

    There is a pay for performance disconnect between the CEO s pay and company s stock performance;

     

     

     

     

    The main source of the pay increase (over half) is equity-based; and

     

     

     

     

    The CEO is a participant of the equity proposal.

              A pay for performance disconnect is defined as an increase in CEO s total compensation and the company s one-year and three-year total shareholder returns are in the bottom half of its industry group ( i.e., four-digit GICS - Global Industry Classification Group). CEO total compensation is defined as the sum of base salary, bonus, non-equity incentives, grant date full value of stock awards and options, target value of performance shares/units, change in pension value and nonqualified deferred compensation earnings, and all other compensation.

              The pay for performance policy first identifies companies that are in the bottom half of each four-digit GICS coupled with an increase in total direct compensation for the CEO. Examine the Compensation Discussion & Analysis ( CD&A ) to understand the source of increase. Is the increase attributed to performance-based compensation such as performance-based stock awards with pre-established performance measures or time-based restricted stock? The CD&A should provide enlightening and meaningful disclosure with respect to the committee decisions on executive pay and the underlying rationale for increases in pay despite poor stock performance. Newly appointed CEOs that have not been with the company for the past two complete fiscal years are exempted from the policy. Please note that this is a case-by-case analysis that requires detailed examination of the company s CD&A.

    - 105 -


              To potentially mitigate the withhold vote recommendations, consider whether a company evidenced a commitment to pay for performance principles by (1) stating that the compensation committee has reviewed all components of CEO compensation, (2) providing a tally sheet under various termination scenarios, (3) disclosing performance measures and goals for all performance-based compensation, (4) committing to grant at least 50 percent of equity awards where the grant or vesting is tied to pre-established performance conditions, and (6) committing that the compensation committee has the sole authority to hire or fire compensation consultants. To provide complete transparency to shareholders, the commitment must be publicly disclosed.

              On a CASE-BY-CASE basis, vote for equity plans and FOR compensation committee members with a pay-for-performance disconnect if compensation committee members can present strong and compelling evidence of improved committee performance. This evidence must go beyond the usual compensation committee report disclosure. This additional evidence necessary includes all of the following:

     

     

     

     

     

     

    The compensation committee has reviewed all components of the CEO s compensation, including the following:

     

     

     

     

     

     

     

     

    Base salary, bonus, long-term incentives;

     

     

     

     

     

     

     

     

    Accumulative realized and unrealized stock option and restricted stock gains;

     

     

     

     

     

     

     

     

    Dollar value of perquisites and other personal benefits to the CEO and the total cost to the company;

     

     

     

     

     

     

     

     

    Earnings and accumulated payment obligations under the company s nonqualified deferred compensation program;

     

     

     

     

     

     

     

     

    Actual projected payment obligations under the company s supplemental executive retirement plan (SERPs).

     

     

     

     

     

     

    A tally sheet with all the above components should be disclosed for the following termination scenarios:

     

     

     

     

     

     

     

     

    Payment if termination occurs within 12 months: $_____ ;

     

     

     

     

     

     

     

     

    Payment if “not for cause” termination occurs within 12 months: $_____ ;

     

     

     

     

     

     

     

     

    Payment if “change of control” termination occurs within 12 months: $_____ .

     

     

     

     

     

     

    The compensation committee is committed to providing additional information on the named executives annual cash bonus program and/or long-term incentive cash plan for the current fiscal year. The compensation committee will provide full disclosure of the qualitative and quantitative performance criteria and hurdle rates used to determine the payouts of the cash program. From this disclosure, shareholders will know the minimum level of performance required for any cash bonus to be delivered, as well as the maximum cash bonus payable for superior performance.

              The repetition of the compensation committee report does not meet RMG s requirement of compelling and strong evidence of improved disclosure. The level of transparency and disclosure is at the highest level where shareholders can understand the mechanics of the annual cash bonus and/or long-term incentive cash plan based on the additional disclosure.

     

     

     

     

    The compensation committee is committed to granting a substantial portion of performance-based equity awards to the named executive officers. A substantial portion of performance-

    - 106 -


     

     

     

     

     

    based awards would be at least 50 percent of the shares awarded to each of the named executive officers. Performance-based equity awards are earned or paid out based on the achievement of company performance targets. The company will disclose the details of the performance criteria ( e.g., return on equity) and the hurdle rates ( e.g., 15 percent) associated with the performance targets. From this disclosure, shareholders will know the minimum level of performance required for any equity grants to be made. The performance-based equity awards do not refer to non-qualified stock options 3 or performance-accelerated grants. 4 4 Instead, performance-based equity awards are performance-contingent grants where the individual will not receive the equity grant by not meeting the target performance and vice versa.

              The level of transparency and disclosure is at the highest level where shareholders can understand the mechanics of the performance-based equity awards based on the additional disclosure.

     

     

     

     

    The compensation committee has the sole authority to hire and fire outside compensation consultants. The role of the outside compensation consultant is to assist the compensation committee to analyze executive pay packages or contracts and understand the company s financial measures.

    Three-Year Burn Rate/Burn Rate Commitment

              Generally vote AGAINST plans if the company s most recent three-year burn rate exceeds one standard deviation in excess of the industry mean (per the following Burn Rate Table) and is over 2 percent of common shares outstanding. The three-year burn rate policy does not apply to non-employee director plans unless outside directors receive a significant portion of shares each year.

              The annual burn rate is calculated as follows:

              Annual Burn rate = (# of options granted + # of full value shares awarded * Multiplier) / Weighted Average common shares outstanding)

              However, vote FOR equity plans if the company fails this burn rate test but the company commits in a public filing to a three-year average burn rate equal to its GICS group burn rate mean plus one standard deviation (or 2%, whichever is greater), assuming all other conditions for voting FOR the plan have been met.

              If a company fails to fulfill its burn rate commitment, vote AGAINST or WITHHOLD from the compensation committee.

              For the Dec. 1, 2008, March 1, June 1 and Sept. 1, 2009 quarterly data downloads, RMG will use 400-day volatility for the shareholder value transfer and burn rate polices. RMG intends to revert to the 200-day volatility for the Dec. 1, 2009 and subsequent quarterly data downloads.

    Burn Rate Table for 2009

     

     

     

     

     

     

     

     

     

     











    GICS

     

    Description

     

    Mean

     

    Standard
    Deviation

     

    Mean+STDEV

     











    1010

     

    Energy

     

    1.75%

     

    1.35%

     

    3.09%

     












     


    3 Non-qualified stock options are not performance-based awards unless the grant or the vesting of the stock options is tied to the achievement of a pre-determined and disclosed performance measure. A rising stock market will generally increase share prices of all companies, despite of the company’s underlying performance.

    4 Performance-accelerated grants are awards that vest earlier based on the achievement of a specified measure. However, these grants will ultimately vest over time even without the attainment of the goal(s).

    - 107 -


     

     

     

     

     

     

     

     

     

     











    1510

     

    Materials

     

    1.22%

     

    0.91%

     

    2.14%

     











    2010

     

    Capital Goods

     

    1.69%

     

    1.83%

     

    3.52%

     











    2020

     

    Commercial Services & Supplies

     

    2.21%

     

    1.79%

     

    4.01%

     











    2030

     

    Transportation

     

    1.82%

     

    1.36%

     

    3.18%

     











    2510

     

    Automobiles & Components

     

    1.86%

     

    1.19%

     

    3.05%

     











    2520

     

    Consumer Durables & Apparel

     

    2.06

     

    1.38%

     

    3.44%

     











    2530

     

    Consumer Services

     

    2.11%

     

    1.21%

     

    3.32%

     











    2540

     

    Media

     

    1.87%

     

    1.38%

     

    3.25%

     











    2550

     

    Retailing

     

    1.84%

     

    1.27%

     

    3.12%

     











    3010, 3020, 3030

     

    Consumer Staples

     

    1.77%

     

    1.35%

     

    3.12%

     











    3510

     

    Health Care Equipment & Services

     

    2.72%

     

    1.67%

     

    4.39%

     











    3520

     

    Pharmaceuticals & Biotechnology

     

    3.40%

     

    2.36%

     

    5.76%

     











    4010

     

    Banks

     

    1.20%

     

    0.97%

     

    2.18%

     











    4020

     

    Diversified Financials

     

    2.94%

     

    2.62%

     

    5.56%

     











    4030

     

    Insurance

     

    1.23%

     

    0.98%

     

    2.22%

     











    4040

     

    Real Estate

     

    1.07%

     

    0.99%

     

    2.05%

     











    4510

     

    Software & Services

     

    4.05%

     

    2.72%

     

    6.76%

     











    4520

     

    Technology Hardware & Equipment

     

    3.24%

     

    2.29%

     

    5.52%

     











    4530

     

    Semiconductors & Semiconductor Equipment

     

    3.69%

     

    2.02%

     

    5.72%

     











    5010

     

    Telecommunication Services

     

    2.16%

     

    1.57%

     

    3.74%

     











    5510

     

    Utilities

     

    0.81%

     

    0.83%

     

    1.64%

     












     

     

     

     

     

     

     







    Mean

     

    Standard Deviation

     

    Mean+STDEV

     







    2.41%

     

    2.75%

     

    5.15

    %

     







    2.17%

     

    1.63%

     

    3.80

    %

     







    2.71%

     

    2.44%

     

    5.15

    %

     







    2.50%

     

    2.19%

     

    4.69

    %

     







    1.86%

     

    1.59%

     

    3.45

    %

     







    1.86%

     

    1.19%

     

    3.05

    %

     







    2.33%

     

    2.46%

     

    4.79

    %

     







    2.75%

     

    2.39%

     

    5.14

    %

     







    3.16%

     

    2.98%

     

    6.13

    %

     







    2.79%

     

    1.83%

     

    4.62

    %

     







    - 108 -


     

     

     

     

     

     

     







    2.39%

     

    2.06%

     

    4.45

    %

     







    3.63%

     

    3.01%

     

    6.64

    %

     







    4.98%

     

    4.49%

     

    9.46

    %

     







    1.40%

     

    1.50%

     

    2.89

    %

     







    5.12%

     

    5.93%

     

    11.05

    %

     







    2.49%

     

    2.22%

     

    4.71

    %

     







    1.33%

     

    1.52%

     

    2.85

    %

     







    5.57%

     

    4.56%

     

    10.12

    %

     







    3.54%

     

    2.76%

     

    6.30

    %

     







    4.95%

     

    2.84%

     

    7.79

    %

     







    2.92%

     

    3.00%

     

    5.92

    %

     







    0.87%

     

    1.00%

     

    1.86

    %

     







              For companies that grant both full value awards and stock options to their participants, apply a premium on full value awards for the past three fiscal years. The guideline for applying the premium is as follows:

     

     

     




    Stock Price Volatility

     

    Multiplier




    54.6% and higher

     

    1 full-value award will count as 1.5 option shares




    36.1% or higher and less than 54.6%

     

    1 full-value award will count as 2.0 option shares




    24.9% or higher and less than 36.1%

     

    1 full-value award will count as 2.5 option shares




    16.5% or higher and less than 24.9%

     

    1 full-value award will count as 3.0 option shares




    7.9% or higher and less than 16.5%

     

    1 full-value award will count as 3.5 option shares




    Less than 7.9%

     

    1 full-value award will count as 4.0 option shares




    Liberal Definition of Change-in-Control

              Generally vote AGAINST equity plans if the plan provides for the acceleration of vesting of equity awards even though an actual change in control may not occur. Examples of such a definition could include, but are not limited to, announcement or commencement of a tender offer, provisions for acceleration upon a potential takeover, shareholder approval of a merger or other transactions, or similar language.

    Poor Pay Practices

              Vote AGAINST or WITHHOLD from compensation committee members, CEO, and potentially the entire board, if the company has poor compensation practices. Vote AGAINST equity plans if the plan is a vehicle for poor compensation practices.

    - 109 -


              The following practices, while not exhaustive, are examples of poor compensation practices that may warrant withhold vote recommendations:

     

     

     

     

     

    Egregious employment contracts:

     

     

     

     

     

     

     

    Contracts containing multi-year guarantees for salary increases, bonuses and equity compensation;

     

     

     

     

     

     

    Excessive perks/tax reimbursements:

     

     

     

     

     

     

     

     

    Overly generous perquisites, which may include, but are not limited to the following: personal use of corporate aircraft, personal security systems maintenance and/or installation, car allowances;

     

     

     

     

     

     

     

     

    Reimbursement of income taxes on executive perquisites or other payments;

     

     

     

     

     

     

     

     

    Perquisites for former executives, such as car allowances, personal use of corporate aircraft or other inappropriate arrangements;

     

     

     

     

     

     

    Abnormally large bonus payouts without justifiable performance linkage or proper disclosure:

     

     

     

     

     

     

     

     

    Performance metrics that are changed, canceled or replaced during the performance period without adequate explanation of the action and the link to performance;

     

     

     

     

     

     

    Egregious pension/SERP (supplemental executive retirement plan) payouts:

     

     

     

     

     

     

     

    Inclusion of additional years of service not worked that result in significant payouts;

     

     

     

     

     

     

     

     

    Inclusion of performance-based equity awards in the pension calculation;

     

     

     

     

     

     

    New CEO with overly generous new hire package:

     

     

     

     

     

     

     

    Excessive make whole provisions;

     

     

     

     

     

     

     

     

    Any of the poor pay practices listed in this policy;

     

     

     

     

     

     

    Excessive severance and/or change in control provisions:

     

     

     

     

     

     

     

     

    Inclusion of excessive change in control or severance payments, especially those with a multiple in excess of 3X cash pay;

     

     

     

     

     

     

     

     

    Payments upon an executive s termination in connection with performance failure;

     

     

     

     

     

     

     

     

    Change in control payouts without loss of job or substantial diminution of job duties (single-triggered);

     

     

     

     

     

     

     

     

    New or materially amended employment or severance agreements that provide for modified single triggers, under which an executive may voluntarily leave for any reason and still receive the change-in-control severance package;

     

     

     

     

     

     

     

     

    Liberal change in control definition in individual contracts or equity plans which could result in payments to executives without an actual change in control occurring;

    - 110 -


     

     

     

     

     

     

     

     

    New or materially amended employment or severance agreements that provide for an excise tax gross-up. Modified gross-ups would be treated in the same manner as full gross-ups;

     

     

     

     

     

     

     

     

    Perquisites for former executives such as car allowances, personal use of corporate aircraft or other inappropriate arrangements;

     

     

     

     

     

     

    Dividends or dividend equivalents paid on unvested performance shares or units;

     

     

     

     

     

     

    Poor disclosure practices:

     

     

     

     

     

     

     

     

    Unclear explanation of how the CEO is involved in the pay setting process;

     

     

     

     

     

     

     

    Retrospective performance targets and methodology not discussed;

     

     

     

     

     

     

     

     

    Methodology for benchmarking practices and/or peer group not disclosed and explained;

     

     

     

     

     

     

    Internal Pay Disparity:

     

     

     

     

     

     

     

     

    Excessive differential between CEO total pay and that of next highest paid named executive officer (NEO);

     

     

     

     

     

     

    Options backdating (covered in a separate policy);

     

     

     

     

     

     

    Other excessive compensation payouts or poor pay practices at the company.

     

     

     

     

     

    Specific Treatment of Certain Award Types in Equity Plan Evaluations:

    Dividend Equivalent Rights

              Options that have Dividend Equivalent Rights (DERs) associated with them will have a higher calculated award value than those without DERs under the binomial model, based on the value of these dividend streams. The higher value will be applied to new shares, shares available under existing plans, and shares awarded but not exercised per the plan specifications. DERS transfer more shareholder equity to employees and non-employee directors and this cost should be captured.

    Liberal Share Recycling Provisions

              Under net share counting provisions, shares tendered by an option holder to pay for the exercise of an option, shares withheld for taxes or shares repurchased by the company on the open market can be recycled back into the equity plan for awarding again. All awards with such provisions should be valued as full-value awards. Stock-settled stock appreciation rights (SSARs) will also be considered as full-value awards if a company counts only the net shares issued to employees towards their plan reserve.

    Operating Partnership (OP) units in Equity Plan analysis of Real Estate Investment Trusts (REITs)

              For Real Estate Investment Trusts (REITS), include the common shares issuable upon conversion of outstanding Operating Partnership (OP) units in the share count for the purposes of determining: (1) market capitalization in the Shareholder Value Transfer (SVT) analysis and (2) shares outstanding in the burn rate analysis.

    - 111 -


    Option Overhang Cost

              Companies with sustained positive stock performance and high overhang cost attributable to in-the-money options outstanding in excess of six years may warrant a carve-out of these options from the overhang as long as the dilution attributable to the new share request is reasonable and the company exhibits sound compensation practices. Consider, on a CASE-BY-CASE basis, a carve-out of a portion of cost attributable to overhang, considering the following criteria:

     

     

     

     

     

     

    Performance: Companies with sustained positive stock performance will merit greater scrutiny. Five-year total shareholder return (TSR), year-over-year performance, and peer performance could play a significant role in this determination.

     

     

     

     

     

     

    Overhang Disclosure: Assess whether optionees have held in-the-money options for a prolonged period (thus reflecting their confidence in the prospects of the company). Note that this assessment would require additional disclosure regarding a company s overhang. Specifically, the following disclosure would be required:

     

     

     

     

     

     

     

     

    The number of in-the-money options outstanding in excess of six or more years with a corresponding weighted average exercise price and weighted average contractual remaining term;

     

     

     

     

     

     

     

     

    The number of all options outstanding less than six years and underwater options outstanding in excess of six years with a corresponding weighted average exercise price and weighted average contractual remaining term;

     

     

     

     

     

     

     

     

    The general vesting provisions of option grants; and

     

     

     

     

     

     

     

     

    The distribution of outstanding option grants with respect to the named executive officers;

     

     

     

     

     

     

    Dilution: Calculate the expected duration of the new share request in addition to all shares currently available for grant under the equity compensation program, based on the company’s three-year average burn rate (or a burn-rate commitment that the company makes for future years). The expected duration will be calculated by multiplying the company’s unadjusted (options and full-value awards accounted on a one-for-one basis) three-year average burn rate by the most recent fiscal year’s weighted average shares outstanding (as used in the company’s calculation of basic EPS) and divide the sum of the new share request and all available shares under the company’s equity compensation program by the product. For example, an expected duration in excess of five years could be considered problematic; and

     

     

     

     

     

     

    Compensation Practices: An evaluation of overall practices could include: (1) stock option repricing provisions, (2) high concentration ratios (of grants to top executives), or (3) additional practices outlined in the Poor Pay Practices policy.

    Other Compensation Proposals and Policies

    401(k) Employee Benefit Plans

              Vote FOR proposals to implement a 401(k) savings plan for employees.

    - 112 -


    Advisory Vote on Executive Compensation (Say-on-Pay) Management Proposals

              Vote CASE-BY-CASE on management proposals for an advisory vote on executive compensation. Vote AGAINST these resolutions in cases where boards have failed to demonstrate good stewardship of investors interests regarding executive compensation practices. The following principles and factors should be considered:

     

     

     

    1.

    The following five global principles apply to all markets:

     

     

     

     

    Maintain appropriate pay-for-performance alignment with emphasis on long-term shareholder value: This principle encompasses overall executive pay practices, which must be designed to attract, retain, and appropriately motivate the key employees who drive shareholder value creation over the long term. It will take into consideration, among other factors: the linkage between pay and performance; the mix between fixed and variable pay; performance goals; and equity-based plan costs;

     

     

     

     

    Avoid arrangements that risk “pay for failure”: This principle addresses the use and appropriateness of long or indefinite contracts, excessive severance packages, and guaranteed compensation;

     

     

     

     

    Maintain an independent and effective compensation committee: This principle promotes oversight of executive pay programs by directors with appropriate skills, knowledge, experience, and a sound process for compensation decision-making (e.g., including access to independent expertise and advice when needed);

     

     

     

     

    Provide shareholders with clear, comprehensive compensation disclosures: This principle underscores the importance of informative and timely disclosures that enable shareholders to evaluate executive pay practices fully and fairly;

     

     

     

     

    Avoid inappropriate pay to non-executive directors: This principle recognizes the interests of shareholders in ensuring that compensation to outside directors does not compromise their independence and ability to make appropriate judgments in overseeing managers’ pay and performance. At the market level, it may incorporate a variety of generally accepted best practices.

     

     

     

    2.

    For U.S. companies, vote CASE-BY-CASE considering the following factors in the context of each company s specific circumstances and the board s disclosed rationale for its practices:

     

     

     

     

    Relative Considerations:

     

     

     

     

    Assessment of performance metrics relative to business strategy, as discussed and explained in the CD&A;

     

     

     

     

    Evaluation of peer groups used to set target pay or award opportunities;

     

     

     

     

    Alignment of company performance and executive pay trends over time ( e.g., performance down: pay down);

     

     

     

     

    Assessment of disparity between total pay of the CEO and other Named Executive Officers (NEOs). Design Considerations:

     

     

     

     

    Balance of fixed versus performance-driven pay;

     

     

     

     

    Assessment of excessive practices with respect to perks, severance packages, supplemental executive pension plans, and burn rates.

    - 113 -


     

     

     

     

    Communication Considerations:

     

     

     

     

    Evaluation of information and board rationale provided in CD&A about how compensation is determined ( e.g., why certain elements and pay targets are used, and specific incentive plan goals, especially retrospective goals);

     

     

     

     

    Assessment of board s responsiveness to investor input and engagement on compensation issues ( e.g., in responding to majority-supported shareholder proposals on executive pay topics).

    Director Compensation

              Vote CASE-BY-CASE on compensation plans for non-employee directors, based on the cost of the plans against the company s allowable cap.

              On occasion, director stock plans that set aside a relatively small number of shares when combined with employee or executive stock compensation plans will exceed the allowable cap. Vote for the plan if ALL of the following qualitative factors in the board s compensation are met and disclosed in the proxy statement:

     

     

     

     

     

     

    Director stock ownership guidelines with a minimum of three times the annual cash retainer.

     

     

     

     

     

     

    Vesting schedule or mandatory holding/deferral period:

     

     

     

     

     

     

     

     

    A minimum vesting of three years for stock options or restricted stock; or

     

     

     

     

     

     

     

     

    Deferred stock payable at the end of a three-year deferral period.

     

     

     

     

     

     

    Mix between cash and equity:

     

     

     

     

     

     

     

     

    A balanced mix of cash and equity, for example 40% cash/60% equity or 50% cash/50% equity; or

     

     

     

     

     

     

     

     

    If the mix is heavier on the equity component, the vesting schedule or deferral period should be more stringent, with the lesser of five years or the term of directorship.

     

     

     

     

     

     

    No retirement/benefits and perquisites provided to non-employee directors; and

     

     

     

     

     

     

    Detailed disclosure provided on cash and equity compensation delivered to each non-employee director for the most recent fiscal year in a table. The column headers for the table may include the following: name of each non-employee director, annual retainer, board meeting fees, committee retainer, committee-meeting fees, and equity grants.

    Director Retirement Plans

              Vote AGAINST retirement plans for non-employee directors.

              Vote FOR shareholder proposals to eliminate retirement plans for non-employee directors.

    Employee Stock Ownership Plans (ESOPs)

              Vote FOR proposals to implement an ESOP or increase authorized shares for existing ESOPs, unless the number of shares allocated to the ESOP is excessive (more than five percent of outstanding shares).

    - 114 -


    Employee Stock Purchase Plans— Qualified Plans

              Vote CASE-BY-CASE on qualified employee stock purchase plans. Vote FOR employee stock purchase plans where all of the following apply:

     

     

     

     

    Purchase price is at least 85 percent of fair market value;

     

     

     

     

    Offering period is 27 months or less; and

     

     

     

     

    The number of shares allocated to the plan is ten percent or less of the outstanding shares.

     

     

    Vote AGAINST qualified employee stock purchase plans where any of the following apply:

     

     

    Purchase price is less than 85 percent of fair market value; or

     

     

     

     

    Offering period is greater than 27 months; or

     

     

     

     

    The number of shares allocated to the plan is more than ten percent of the outstanding shares.

    Employee Stock Purchase Plans— Non-Qualified Plans

              Vote CASE-by-CASE on nonqualified employee stock purchase plans. Vote FOR nonqualified employee stock purchase plans with all the following features:

     

     

     

     

    Broad-based participation ( i.e., all employees of the company with the exclusion of individuals with 5 percent or more of beneficial ownership of the company);

     

     

     

     

    Limits on employee contribution, which may be a fixed dollar amount or expressed as a percent of base salary;

     

     

     

     

    Company matching contribution up to 25 percent of employee s contribution, which is effectively a discount of 20 percent from market value;

     

     

     

     

    No discount on the stock price on the date of purchase since there is a company matching contribution.

              Vote AGAINST nonqualified employee stock purchase plans when any of the plan features do not meet the above criteria. If the company matching contribution exceeds 25 percent of employee s contribution, evaluate the cost of the plan against its allowable cap.

    Incentive Bonus Plans and Tax Deductibility Proposals (OBRA-Related Compensation Proposals)

              Vote FOR proposals that simply amend shareholder-approved compensation plans to include administrative features or place a cap on the annual grants any one participant may receive to comply with the provisions of Section 162(m) of the Internal Revenue Code.

              Vote FOR proposals to add performance goals to existing compensation plans to comply with the provisions of Section 162(m) unless they are clearly inappropriate.

              Votes to amend existing plans to increase shares reserved and to qualify for favorable tax treatment under the provisions of Section 162(m) are considered on a CASE-BY-CASE basis using a proprietary, quantitative model developed by RMG.

    - 115 -


              Generally vote FOR cash or cash and stock bonus plans that are submitted to shareholders for the purpose of exempting compensation from taxes under the provisions of Section 162(m) if no increase in shares is requested.

              Vote AGAINST proposals if the compensation committee does not fully consist of independent outsiders, as defined in RMG s classification of director independence.

    Options Backdating

              In cases where a company has practiced options backdating, vote AGAINST or WITHHOLD on a CASE-BY-CASE basis from the members of the compensation committee, depending on the severity of the practices and the subsequent corrective actions on the part of the board. Vote AGAINST or WITHHOLD from the compensation committee members who oversaw the questionable options grant practices or from current compensation committee members who fail to respond to the issue proactively, depending on several factors, including, but not limited to:

              Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes;

              Length of time of options backdating;

              Size of restatement due to options backdating;

              Corrective actions taken by the board or compensation committee, such as canceling or repricing backdated options, or recoupment of option gains on backdated grants;

              Adoption of a grant policy that prohibits backdating, and creation of a fixed grant schedule or window period for equity grants going forward.

    Option Exchange Programs/Repricing Options

              Vote CASE-by-CASE on management proposals seeking approval to exchange/reprice options taking into consideration:

              Historic trading patterns—the stock price should not be so volatile that the options are likely to be back in-the-money over the near term;

     

     

     

     

    Rationale for the re-pricing—was the stock price decline beyond management s control?

     

     

     

     

    Is this a value-for-value exchange?

     

     

     

     

    Are surrendered stock options added back to the plan reserve?

     

     

     

     

    Option vesting—does the new option vest immediately or is there a black-out period?

     

     

     

     

    Term of the option—the term should remain the same as that of the replaced option;

     

     

     

     

    Exercise price—should be set at fair market or a premium to market;

     

     

     

     

    Participants—executive officers and directors should be excluded.

              If the surrendered options are added back to the equity plans for re-issuance, then also take into consideration the company s total cost of equity plans and its three-year average burn rate.

    - 116 -


              In addition to the above considerations, evaluate the intent, rationale, and timing of the repricing proposal. The proposal should clearly articulate why the board is choosing to conduct an exchange program at this point in time. Repricing underwater options after a recent precipitous drop in the company s stock price demonstrates poor timing. Repricing after a recent decline in stock price triggers additional scrutiny and a potential AGAINST vote on the proposal. At a minimum, the decline should not have happened within the past year. Also, consider the terms of the surrendered options, such as the grant date, exercise price and vesting schedule. Grant dates of surrendered options should be far enough back (two to three years) so as not to suggest that repricings are being done to take advantage of short-term downward price movements. Similarly, the exercise price of surrendered options should be above the 52-week high for the stock price.

              Vote FOR shareholder proposals to put option repricings to a shareholder vote.

    Stock Plans in Lieu of Cash

              Vote CASE-by-CASE on plans that provide participants with the option of taking all or a portion of their cash compensation in the form of stock.

              Vote FOR non-employee director-only equity plans that provide a dollar-for-dollar cash-for-stock exchange.

              Vote CASE-by-CASE on plans which do not provide a dollar-for-dollar cash for stock exchange. In cases where the exchange is not dollar-for-dollar, the request for new or additional shares for such equity program will be considered using the binomial option pricing model. In an effort to capture the total cost of total compensation, RMG will not make any adjustments to carve out the in-lieu-of cash compensation.

    Transfer Stock Option (TSO) Programs

              One-time Transfers: Vote AGAINST or WITHHOLD from compensation committee members if they fail to submit one-time transfers to shareholders for approval.

              Vote CASE-BY-CASE on one-time transfers. Vote FOR if:

     

     

     

     

    Executive officers and non-employee directors are excluded from participating;

     

     

     

     

    Stock options are purchased by third-party financial institutions at a discount to their fair value using option pricing models such as Black-Scholes or a Binomial Option Valuation or other appropriate financial models;

     

     

     

     

    There is a two-year minimum holding period for sale proceeds (cash or stock) for all participants.

              Additionally, management should provide a clear explanation of why options are being transferred to a third-party institution and whether the events leading up to a decline in stock price were beyond management’s control. A review of the company’s historic stock price volatility should indicate if the options are likely to be back “in-the-money” over the near term.

              Ongoing TSO program: Vote AGAINST equity plan proposals if the details of ongoing TSO programs are not provided to shareholders. Since TSOs will be one of the award types under a stock plan, the ongoing TSO program, structure and mechanics must be disclosed to shareholders. The specific criteria to be considered in evaluating these proposals include, but not limited, to the following:

     

     

     

     

    Eligibility;

    - 117 -


     

     

     

     

    Vesting;

     

     

     

     

    Bid-price;

     

     

     

     

    Term of options;

     

     

     

     

    Cost of the program and impact of the TSOs on company’s total option expense

     

     

     

     

    Option repricing policy.

              Amendments to existing plans that allow for introduction of transferability of stock options should make clear that only options granted post-amendment shall be transferable.

    Shareholder Proposals on Compensation

    Advisory Vote on Executive Compensation (Say-on-Pay)

              Generally, vote FOR shareholder proposals that call for non-binding shareholder ratification of the compensation of the Named Executive Officers and the accompanying narrative disclosure of material factors provided to understand the Summary Compensation Table.

    Bailout Bill/Executive Compensation Resolutions

              Vote on a CASE-BY-CASE on shareholder proposals that call for the imposition of compensation limits at companies that are participating in the Capital Purchase Program established under the Troubled Asset Relief Program (TARP). Limits under the proposal include an emphasis on performance-vested equity awards, cap on bonus compensation, equity retention requirements, limits on retirement and severance benefits.

              While there are components of the program RMG would not support on a stand-alone basis, we consider the proposal to be a symbolic call on companies receiving this relief to adhere to higher compensation standards, a number of which were proposed in earlier drafts of the legislation. As such, the following factors will be taken into account:

     

     

     

     

    The absence of evidence that the Compensation Committee has taken substantial steps to review practices to reflect the dramatically different circumstances of the current environment, including the optics of maintaining former practices while taking tax-payer moneys.

     

     

     

     

    Problematic pay practices, current and past, particularly those which shareholders believe may have promoted a risk-taking environment that was ultimately in the detriment of shareholders long-term interests.

    Compensation Consultants- Disclosure of Board or Company s Utilization

              Generally vote FOR shareholder proposals seeking disclosure regarding the Company, Board, or Compensation Committee s use of compensation consultants, such as company name, business relationship(s) and fees paid.

    Disclosure/Setting Levels or Types of Compensation for Executives and Directors

              Generally, vote FOR shareholder proposals seeking additional disclosure of executive and director pay information, provided the information requested is relevant to shareholders needs, would not put the company at a competitive disadvantage relative to its industry, and is not unduly burdensome to the company.

    - 118 -


              Vote AGAINST shareholder proposals seeking to set absolute levels on compensation or otherwise dictate the amount or form of compensation.

              Vote AGAINST shareholder proposals requiring director fees be paid in stock only.

              Vote CASE-BY-CASE on all other shareholder proposals regarding executive and director pay, taking into account company performance, pay level versus peers, pay level versus industry, and long-term corporate outlook.

    Golden Coffins/Executive Death Benefits

              Generally vote FOR proposals calling companies to adopt a policy of obtaining shareholder approval for any future agreements and corporate policies that could oblige the company to make payments or awards following the death of a senior executive in the form of unearned salary or bonuses, accelerated vesting or the continuation in force of unvested equity grants, perquisites and other payments or awards made in lieu of compensation. This would not apply to any benefit programs or equity plan proposals that the broad-based employee population is eligible.

    Pay for Superior Performance

              Generally vote FOR shareholder proposals based on a case-by-case analysis that requests the board establish a pay-for-superior performance standard in the company s executive compensation plan for senior executives. The proposal has the following principles:

     

     

     

     

    Sets compensation targets for the Plan’s annual and long-term incentive pay components at or below the peer group median;

     

     

     

     

    Delivers a majority of the Plan’s target long-term compensation through performance-vested, not simply time-vested, equity awards;

     

     

     

     

    Provides the strategic rationale and relative weightings of the financial and non-financial performance metrics or criteria used in the annual and performance-vested long-term incentive components of the plan;

     

     

     

     

    Establishes performance targets for each plan financial metric relative to the performance of the company’s peer companies;

     

     

     

     

    Limits payment under the annual and performance-vested long-term incentive components of the plan to when the company’s performance on its selected financial performance metrics exceeds peer group median performance.

     

     

     

     

    Consider the following factors in evaluating this proposal:

     

     

     

     

    What aspects of the company’s annual and long-term equity incentive programs are performance driven?

     

     

     

     

    If the annual and long-term equity incentive programs are performance driven, are the performance criteria and hurdle rates disclosed to shareholders or are they benchmarked against a disclosed peer group?

     

     

     

     

    Can shareholders assess the correlation between pay and performance based on the current disclosure?

     

     

     

     

    What type of industry and stage of business cycle does the company belong to?

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    Performance-Based Awards

              Vote CASE-BY-CASE on shareholder proposal requesting that a significant amount of future long-term incentive compensation awarded to senior executives shall be performance-based and requesting that the board adopt and disclose challenging performance metrics to shareholders, based on the following analytical steps:

     

     

     

     

    First, vote FOR shareholder proposals advocating the use of performance-based equity awards, such as performance contingent options or restricted stock, indexed options or premium-priced options, unless the proposal is overly restrictive or if the company has demonstrated that it is using a substantial portion of performance-based awards for its top executives. Standard stock options and performance-accelerated awards do not meet the criteria to be considered as performance-based awards. Further, premium-priced options should have a premium of at least 25 percent and higher to be considered performance-based awards.

     

     

     

     

    Second, assess the rigor of the company s performance-based equity program. If the bar set for the performance-based program is too low based on the company s historical or peer group comparison, generally vote FOR the proposal. Furthermore, if target performance results in an above target payout, vote FOR the shareholder proposal due to program s poor design. If the company does not disclose the performance metric of the performance-based equity program, vote FOR the shareholder proposal regardless of the outcome of the first step to the test.

              In general, vote FOR the shareholder proposal if the company does not meet both of the above two steps.

    Pension Plan Income Accounting

              Generally vote FOR shareholder proposals to exclude pension plan income in the calculation of earnings used in determining executive bonuses/compensation.

    Pre-Arranged Trading Plans (10b5-1 Plans)

              Generally vote FOR shareholder proposals calling for certain principles regarding the use of prearranged trading plans (10b5-1 plans) for executives. These principles include:

     

     

     

     

    Adoption, amendment, or termination of a 10b5-1 Plan must be disclosed within two business days in a Form 8-K;

     

     

     

     

    Amendment or early termination of a 10b5-1 Plan is allowed only under extraordinary circumstances, as determined by the board;

     

     

     

     

    Ninety days must elapse between adoption or amendment of a 10b5-1 Plan and initial trading under the plan;

     

     

     

     

    Reports on Form 4 must identify transactions made pursuant to a 10b5-1 Plan;

     

     

     

     

    An executive may not trade in company stock outside the 10b5-1 Plan.

     

     

     

     

    Trades under a 10b5-1 Plan must be handled by a broker who does not handle other securities transactions for the executive.

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    Recoup Bonuses

              Vote on a CASE-BY-CASE on proposals to recoup unearned incentive bonuses or other incentive payments made to senior executives if it is later determined that the figures upon which incentive compensation is earned later turn out to have been in error. This is line with the clawback provision in the Trouble Asset Relief Program. Many companies have adopted policies that permit recoupment in cases where fraud, misconduct, or negligence significantly contributed to a restatement of financial results that led to the awarding of unearned incentive compensation. RMG will take into consideration:

     

     

     

     

    If the company has adopted a formal recoupment bonus policy;

     

     

     

     

    If the company has chronic restatement history or material financial problems; or

     

     

     

     

    If the company’s policy substantially addresses the concerns raised by the proponent.

    Severance Agreements for Executives/Golden Parachutes

              Vote FOR shareholder proposals requiring that golden parachutes or executive severance agreements be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts.

              Vote on a CASE-BY-CASE basis on proposals to ratify or cancel golden parachutes. An acceptable parachute should include, but is not limited to, the following:

     

     

     

     

    The triggering mechanism should be beyond the control of management;

     

     

     

     

    The amount should not exceed three times base amount (defined as the average annual taxable W-2 compensation during the five years prior to the year in which the change of control occurs;

     

     

     

     

    Change-in-control payments should be double-triggered, i.e., (1) after a change in control has taken place, and (2) termination of the executive as a result of the change in control. Change in control is defined as a change in the company ownership structure.

    Share Buyback Holding Periods

              Generally vote AGAINST shareholder proposals prohibiting executives from selling shares of company stock during periods in which the company has announced that it may or will be repurchasing shares of its stock. Vote FOR the proposal when there is a pattern of abuse by executives exercising options or selling shares during periods of share buybacks.

    Stock Ownership or Holding Period Guidelines

              Generally vote AGAINST shareholder proposals that mandate a minimum amount of stock that directors must own in order to qualify as a director or to remain on the board. While RMG favors stock ownership on the part of directors, the company should determine the appropriate ownership requirement.

              Vote on a CASE-BY-CASE on shareholder proposals asking companies to adopt policies requiring Named Executive Officers to retain 75% of the shares acquired through compensation plans while employed and/or for two years following the termination of their employment, and to report to shareholders regarding this policy. The following factors will be taken into account:

     

     

     

     

     

     

    Whether the company has any holding period, retention ratio, or officer ownership requirements in place. These should consist of:

    - 121 -


     

     

     

     

     

     

     

     

    Rigorous stock ownership guidelines, or

     

     

     

     

     

     

     

     

    A holding period requirement coupled with a significant long-term ownership requirement, or

     

     

     

     

     

     

     

     

    A meaningful retention ratio,

     

     

     

     

     

     

    Actual officer stock ownership and the degree to which it meets or exceeds the proponent s suggested holding period/retention ratio or the company s own stock ownership or retention requirements.

     

     

     

     

     

     

    Problematic pay practices, current and past, which may promote a short-term versus a long-term focus.

              A rigorous stock ownership guideline should be at least 10x base salary for the CEO, with the multiple declining for other executives. A meaningful retention ratio should constitute at least 50 percent of the stock received from equity awards (on a net proceeds basis) held on a long-term basis, such as the executive s tenure with the company or even a few years past the executive s termination with the company.

    Supplemental Executive Retirement Plans (SERPs)

              Generally vote FOR shareholder proposals requesting to put extraordinary benefits contained in SERP agreements to a shareholder vote unless the company s executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans.

              Generally vote FOR shareholder proposals requesting to limit the executive benefits provided under the company s supplemental executive retirement plan (SERP) by limiting covered compensation to a senior executive s annual salary and excluding of all incentive or bonus pay from the plan s definition of covered compensation used to establish such benefits.

    Termination of Employment Prior to Severance Payment and Eliminating Accelerated Vesting of Unvested Equity

              Vote on a CASE-by-CASE on shareholder proposals seeking a policy requiring termination of employment prior to severance payment, and eliminating accelerated vesting of unvested equity. Change-in-control payouts without loss of job or substantial diminution of job duties (single-triggered) are consider a poor pay practice under RMG policy, and may even result in withheld votes from compensation committee members. The second component of this proposal — related to the elimination of accelerated vesting – requires more careful consideration. The following factors will be taken into regarding this policy.

     

     

     

     

    The company s current treatment of equity in change-of-control situations (i.e. is it double triggered, does it allow for the assumption of equity by acquiring company, the treatment of performance shares.

     

     

     

     

    Current employment agreements, including potential poor pay practices such as gross-ups embedded in those agreements.

    Tax Gross-Up Proposals

              Generally vote FOR proposals calling for companies to adopt a policy of not providing tax gross-up payments to executives, except in situations where gross-ups are provided pursuant to a plan, policy, or arrangement applicable to management employees of the company, such as a relocation or expatriate tax equalization policy.

    - 122 -


    9. Corporate Social Responsibility (CSR) Issues

    Overall Approach

              When evaluating social and environmental shareholder proposals, RMG considers the following factors:

     

     

     

     

    Whether adoption of the proposal is likely to enhance or protect shareholder value;

     

     

     

     

    Whether the information requested concerns business issues that relate to a meaningful percentage of the company’s business as measured by sales, assets, and earnings;

     

     

     

     

    The degree to which the company’s stated position on the issues raised in the proposal could affect its reputation or sales, or leave it vulnerable to a boycott or selective purchasing;

     

     

     

     

    Whether the issues presented are more appropriately/effectively dealt with through governmental or company-specific action;

     

     

     

     

    Whether the company has already responded in some appropriate manner to the request embodied in the proposal;

     

     

     

     

    Whether the company’s analysis and voting recommendation to shareholders are persuasive;

     

     

     

     

    What other companies have done in response to the issue addressed in the proposal;

     

     

     

     

    Whether the proposal itself is well framed and the cost of preparing the report is reasonable;

     

     

     

     

    Whether implementation of the proposal’s request would achieve the proposal’s objectives;

     

     

     

     

    Whether the subject of the proposal is best left to the discretion of the board;

     

     

     

     

    Whether the requested information is available to shareholders either from the company or from a publicly available source; and

     

     

     

     

    Whether providing this information would reveal proprietary or confidential information that would place the company at a competitive disadvantage.

    Animal Welfare

    Animal Testing

              Generally vote AGAINST proposals to phase out the use of animals in product testing unless:

     

     

     

     

    The company is conducting animal testing programs that are unnecessary or not required by regulation;

     

     

     

     

    The company is conducting animal testing when suitable alternatives are commonly accepted and used at industry peers; or

     

     

     

     

    There are recent, significant fines or litigation related to the company s treatment of animals.

    - 123 -


    Animal Welfare Policies

              Generally vote FOR proposals seeking a report on the company s animal welfare standards unless:

     

     

     

     

    The company has already published a set of animal welfare standards and monitors compliance;

     

     

     

     

    The company’s standards are comparable to industry peers; and

     

     

     

     

    There are no recent, significant fines or litigation related to the company s treatment of animals.

    Controlled Atmosphere Killing (CAK)

              Generally vote AGAINST proposals requesting the implementation of CAK methods at company and/or supplier operations unless such methods are required by legislation or generally accepted as the industry standard.

              Vote CASE-BY-CASE on proposals requesting a report on the feasibility of implementing CAK methods at company and/or supplier operations considering the availability of existing research conducted by the company or industry groups on this topic and any fines or litigation related to current animal processing procedures at the company.

    Consumer Issues
    Genetically Modified Ingredients

              Generally vote AGAINST proposals asking suppliers, genetic research companies, restaurants and food retail companies to voluntarily label genetically engineered (GE) ingredients in their products and/or eliminate GE ingredients. The cost of labeling and/or phasing out the use of GE ingredients may not be commensurate with the benefits to shareholders and is an issue better left to regulators.

              Vote CASE-BY-CASE on proposals asking for a report on the feasibility of labeling products containing GE ingredients taking into account:

     

     

     

     

    The company’s business and the proportion of it affected by the resolution;

     

     

     

     

    The quality of the company’s disclosure on GE product labeling, related voluntary initiatives, and how this disclosure compares with industry peer disclosure; and

     

     

     

     

    Company’s current disclosure on the feasibility of GE product labeling, including information on the related costs.

              Generally vote AGAINST proposals seeking a report on the social, health, and environmental effects of genetically modified organisms (GMOs). Studies of this sort are better undertaken by regulators and the scientific community.

              Generally vote AGAINST proposals to completely phase out GE ingredients from the company s products or proposals asking for reports outlining the steps necessary to eliminate GE ingredients from the company s products. Such resolutions presuppose that there are proven health risks to GE ingredients (an issue better left to regulators) that may outweigh the economic benefits derived from biotechnology.

    - 124 -


    Consumer Lending

              Vote CASE-BY CASE on requests for reports on the company s lending guidelines and procedures taking into account:

     

     

     

     

    Whether the company has adequately disclosed mechanisms in place to prevent abusive lending practices;

     

     

     

     

    Whether the company has adequately disclosed the financial risks of the lending products in question;

     

     

     

     

    Whether the company has been subject to violations of lending laws or serious lending controversies;

     

     

     

     

    Peer companies policies to prevent abusive lending practices.

    Pharmaceutical Pricing, Access to Medicines, and Product Reimportation

              Generally vote AGAINST proposals requesting that companies implement specific price restraints on pharmaceutical products unless the company fails to adhere to legislative guidelines or industry norms in its product pricing.

              Vote CASE-BY-CASE on proposals requesting that the company evaluate report on their product pricing policies or their access to medicine policies, considering:

     

     

     

     

    The nature of the company’s business and the potential for reputational and market risk exposure;

     

     

     

     

    The existing disclosure of relevant policies;

     

     

     

     

    Deviation from established industry norms;

     

     

     

     

    The company’s existing, relevant initiatives to provide research and/or products to disadvantaged consumers;

     

     

     

     

    Whether the proposal focuses on specific products or geographic regions; and

     

     

     

     

    The potential cost and scope of the requested report.

              Generally vote FOR proposals requesting that companies report on the financial and legal impact of their prescription drug reimportation policies unless such information is already publicly disclosed.

              Generally vote AGAINST proposals requesting that companies adopt specific policies to encourage or constrain prescription drug reimportation. Such matters are more appropriately the province of legislative activity and may place the company at a competitive disadvantage relative to its peers.

    Product Safety and Toxic/Hazardous Materials

              Generally vote FOR proposals requesting the company to report on its policies, initiatives/procedures, and oversight mechanisms related to toxic/hazardous materials or product safety in its supply chain, unless:

     

     

     

     

    The company already discloses similar information through existing reports such as a Supplier Code of Conduct and/or a sustainability report;

    - 125 -


     

     

     

     

    The company has formally committed to the implementation of a toxic/hazardous materials and/or product safety and supply chain reporting and monitoring program based on industry norms or similar standards within a specified time frame; and

     

     

     

     

    The company has not been recently involved in relevant significant controversies, significant fines, or litigation.

     

     

     

              Vote CASE-BY-CASE on resolutions requesting that companies develop a feasibility assessment to phase-out of certain toxic/hazardous materials, or evaluate and disclose the potential financial and legal risks associated with utilizing certain materials, considering:

     

     

     

     

    The company’s current level of disclosure regarding its product safety policies, initiatives and oversight mechanisms.

     

     

     

     

    Current regulations in the markets in which the company operates; and

     

     

     

     

    Recent significant controversies, litigation, or fines stemming from toxic/hazardous materials at the company.

              Generally vote AGAINST resolutions requiring that a company reformulate its products.

    Tobacco

              Vote CASE-BY-CASE on resolutions regarding the advertisement of tobacco products, considering:

     

     

     

     

    Recent related fines, controversies, or significant litigation;

     

     

     

     

    Whether the company complies with relevant laws and regulations on the marketing of tobacco;

     

     

     

     

    Whether the company’s advertising restrictions deviate from those of industry peers;

     

     

     

     

    Whether the company entered into the Master Settlement Agreement, which restricts marketing of tobacco to youth;

     

     

     

     

    Whether restrictions on marketing to youth extend to foreign countries. Vote CASE-BY-CASE on proposals regarding second-hand smoke, considering;

     

     

     

     

    Whether the company complies with all laws and regulations;

     

     

     

     

    The degree that voluntary restrictions beyond those mandated by law might hurt the company’s competitiveness;

     

     

     

     

    The risk of any health-related liabilities.

              Generally vote AGAINST resolutions to cease production of tobacco-related products, to avoid selling products to tobacco companies, to spin-off tobacco-related businesses, or prohibit investment in tobacco equities. Such business decisions are better left to company management or portfolio managers.

              Generally vote AGAINST proposals regarding tobacco product warnings. Such decisions are better left to public health authorities.

    - 126 -


    Diversity

    Board Diversity

              Generally vote FOR reports on the company s efforts to diversify the board, unless:

     

     

     

     

    The board composition is reasonably inclusive in relation to companies of similar size and business; or

     

     

     

     

    The board already reports on its nominating procedures and diversity initiatives.

              Generally vote AGAINST proposals that would call for the adoption of specific committee charter language regarding diversity initiatives unless the company fails to publicly disclose existing equal opportunity or non-discrimination policies.

              Vote CASE-BY-CASE on proposals asking the company to increase the representation of women and minorities on the board, taking into account:

     

     

     

     

    The degree of board diversity;

     

     

     

     

    Comparison with peer companies;

     

     

     

     

    Established process for improving board diversity;

     

     

     

     

    Existence of independent nominating committee;

     

     

     

     

    Use of outside search firm;

     

     

     

     

    History of EEO violations.

    Equality of Opportunity

              Generally vote FOR proposals requesting a company disclose its diversity policies or initiatives, or proposals requesting disclosure of a company s comprehensive workforce diversity data, including requests for EEO-1 data, unless:

     

     

     

     

    The company publicly discloses its comprehensive equal opportunity policies and initiatives;

     

     

     

     

    The company already publicly discloses comprehensive workforce diversity data; and

     

     

     

     

    The company has no recent significant EEO-related violations or litigation.

              Generally vote AGAINST proposals seeking information on the diversity efforts of suppliers and service providers. Such requests may pose a significant cost and administration burden on the company.

    Gender Identity, Sexual Orientation, and Domestic Partner Benefits

              Generally vote FOR proposals seeking to amend a company s EEO statement or diversity policies to prohibit discrimination based on sexual orientation and/or gender identity, unless the change would result in excessive costs for the company.

              Generally vote AGAINST proposals to extend company benefits to, or eliminate benefits from domestic partners. Decisions regarding benefits should be left to the discretion of the company.

    - 127 -


    Climate Change and the Environment

    Climate Change

              Generally vote FOR resolutions requesting that a company disclose information on the impact of climate change on the company s operations and investments considering:

     

     

     

     

    The company already provides current, publicly-available information on the impacts that climate change may have on the company as well as associated company policies and procedures to address related risks and/or opportunities;

     

     

     

     

    The company’s level of disclosure is at least comparable to that of industry peers; and

     

     

     

     

    There are no significant, controversies, fines, penalties, or litigation associated with the company s environmental performance.

    Concentrated Animal Feeding Operations (CAFOs)

              Generally vote FOR resolutions requesting companies report to shareholders on the risks and liabilities associated with CAFOs unless:

     

     

     

     

    The company has publicly disclosed its environmental management policies for its corporate and contract farming operations, including compliance monitoring; and

     

     

     

     

    The company publicly discloses company and supplier farm environmental performance data; or

     

     

     

     

    The company does not have company-owned CAFOs and does not directly source from contract farm CAFOs.

    Energy Efficiency

              Generally vote FOR on proposals requesting a company report on its comprehensive energy efficiency policies, unless:

     

     

     

     

    The company complies with applicable energy efficiency regulations and laws, and discloses its participation in energy efficiency policies and programs, including disclosure of benchmark data, targets, and performance measures; or

     

     

     

     

    The proponent requests adoption of specific energy efficiency goals within specific timelines.

    Facility and Operational Safety/Security

              Vote CASE-BY-CASE on resolutions requesting that companies report on safety and/or security risks associated with their operations and/or facilities, considering:

     

     

     

     

    The company’s compliance with applicable regulations and guidelines;

     

     

     

     

    The company’s current level of disclosure regarding its security and safety policies, procedures, and compliance monitoring; and,

     

     

     

     

    The existence of recent, significant violations, fines, or controversy regarding the safety and security of the company s operations and/or facilities.

    - 128 -


    Greenhouse Gas (GHG) Emissions

              Generally vote FOR proposals requesting a report on greenhouse gas emissions from company operations and/or products, unless:

     

     

     

     

    The company already provides current, publicly-available information on the impacts that greenhouse gas emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities;

     

     

     

     

    The company’s level of disclosure is at least comparable to that of industry peers; and

     

     

     

     

    There are no significant, controversies, fines, penalties, or litigation associated with the company’s greenhouse gas emissions.

              Generally vote AGAINST proposals that call for reduction in greenhouse gas emissions by specific amounts or within a specific time frame, unless:

     

     

     

     

    The company lags behind industry standards; and,

     

     

     

     

    The company has been the subject of recent, significant violations, fines, litigation, or controversy related to greenhouse gas emissions.

    Operations in Protected Areas

              Generally vote FOR requests for reports on potential environmental damage as a result of company operations in protected regions unless:

     

     

     

     

    Operations in the specified regions are not permitted by current laws or regulations;

     

     

     

     

    The company does not currently have operations or plans to develop operations in these protected regions; or,

              The company s disclosure of its operations and environmental policies in these regions is comparable to industry peers.

    Recycling

              Vote CASE-BY-CASE on proposals to adopt a comprehensive recycling strategy, taking into account:

     

     

     

     

    The nature of the company’s business;

     

     

     

     

    The extent that peer companies are recycling;

     

     

     

     

    The timetable prescribed by the proposal and the costs and methods of implementation;

     

     

     

     

    Whether the company has a poor environmental track record, such as violations of applicable regulations.

    Renewable Energy

              Generally vote FOR requests for reports on the feasibility of developing renewable energy resources unless the report is duplicative of existing disclosure or irrelevant to the company s line of business.

    - 129 -


              Generally vote AGAINST proposals requesting that the company invest in renewable energy resources. Such decisions are best left to management s evaluation of the feasibility and financial impact that such programs may have on the company.

    General Corporate Issues

    Charitable Contributions

              Vote AGAINST proposals restricting the company from making charitable contributions. Charitable contributions are generally useful for assisting worthwhile causes and for creating goodwill in the community. In the absence of bad faith, self-dealing, or gross negligence, management should determine which, and if, contributions are in the best interests of the company.

    CSR Compensation-Related Proposals

              Vote CASE-BY-CASE on proposals to report on ways of linking executive compensation to non-financial criteria, such as corporate downsizings, customer or employee satisfaction, community involvement, human rights, environmental performance, or predatory lending. Such resolutions should be evaluated in the context of:

     

     

     

     

     •

    The relevance of the non-financial criteria in question to the company;

     

     

     

     

     •

    The degree to which non-financial criteria are already included in the company’s executive compensation structure and publicly disclosed;

     

     

     

     

     •

    The degree to which non-financial criteria are used by industry peers in setting executive compensation;

     

     

     

     

     •

    Significant company violations or controversies associated with social and/or environmental performance or compensation practices;

     

     

     

     

     •

    The company’s current level of disclosure regarding environmental and social performance;

     

     

     

     

     •

    Independence of the compensation committee;

              Generally vote AGAINST proposals to link executive compensation to non-financial criteria, such as corporate downsizings, customer or employee satisfaction, community involvement, human rights, environmental performance, and predatory lending.

              Generally vote AGAINST proposals calling for an analysis of the pay disparity between corporate executives and other employees. Such comparisons may be arbitrary in nature and/or provide information of limited value to shareholders.

    Health Pandemics

              Vote CASE-BY-CASE on requests for reports outlining the impact of health pandemics (such as HIV/AIDS, Malaria, Tuberculosis, and Avian Flu) on the company s operations and how the company is responding to the situation, taking into account:

     

     

     

     

     •

    The scope of the company’s operations in the affected/relevant area(s);

     

     

     

     

     •

    The company’s existing healthcare policies, including benefits and healthcare access; and

     

     

     

     

     •

    Company donations to relevant healthcare providers.

    - 130 -


              Vote AGAINST proposals asking companies to establish, implement, and report on a standard of response to health pandemics (such as HIV/AIDS, Malaria, Tuberculosis, and Avian Flu), unless the company has significant operations in the affected markets and has failed to adopt policies and/or procedures to address these issues comparable to those of industry peers.

    Lobbying Expenditures/Initiatives

              Vote CASE-BY-CASE on proposals requesting information on a company s lobbying initiatives, considering:

     

     

     

     

     •

    Significant controversies, fines, or litigation surrounding a company’s public policy activities,

     

     

     

     

     •

    The company’s current level of disclosure on lobbying strategy, and

     

     

     

     

     •

    The impact that the policy issue may have on the company s business operations.

    Political Contributions and Trade Associations Spending

              Generally vote AGAINST proposals asking the company to affirm political nonpartisanship in the workplace so long as:

     

     

     

     

     •

    There are no recent, significant controversies, fines or litigation regarding the company’s political contributions or trade association spending; and

     

     

     

     

     •

    The company has procedures in place to ensure that employee contributions to company-sponsored political action committees (PACs) are strictly voluntary and prohibits coercion.

              Vote AGAINST proposals to publish in newspapers and public media the company s political contributions. Such publications could present significant cost to the company without providing commensurate value to shareholders.

              Vote CASE-BY-CASE on proposals to improve the disclosure of a company s political contributions and trade association spending considering:

     

     

     

     

     •

    Recent significant controversy or litigation related to the company’s political contributions or governmental affairs; and

     

     

     

     

     •

    The public availability of a company policy on political contributions and trade association spending including information on the types of organizations supported, the business rationale for supporting these organizations, and the oversight and compliance procedures related to such expenditures of corporate assets.

              Vote AGAINST proposals barring the company from making political contributions. Businesses are affected by legislation at the federal, state, and local level and barring political contributions can put the company at a competitive disadvantage.

              Vote AGAINST proposals asking for a list of company executives, directors, consultants, legal counsels, lobbyists, or investment bankers that have prior government service and whether such service had a bearing on the business of the company. Such a list would be burdensome to prepare without providing any meaningful information to shareholders.

    - 131 -


    International Issues, Labor Issues, and Human Rights

    Community Social and Environmental Impact Assessments

              Vote CASE-BY-CASE on requests for reports outlining policies and/or the potential (community) social and/or environmental impact of company operations considering:

     

     

     

     

     •

    Current disclosure of applicable policies and risk assessment report(s) and risk management procedures;

     

     

     

     

     •

    The impact of regulatory non-compliance, litigation, remediation, or reputational loss that may be associated with failure to manage the company’s operations in question, including the management of relevant community and stakeholder relations;

     

     

     

     

     •

    The nature, purpose, and scope of the company’s operations in the specific region(s);

     

     

     

     

     •

    The degree to which company policies and procedures are consistent with industry norms; and

     

     

     

     

     •

    Scope of the resolution.

    Foreign Military Sales/Offsets

              Vote AGAINST reports on foreign military sales or offsets. Such disclosures may involve sensitive and confidential information. Moreover, companies must comply with government controls and reporting on foreign military sales.

    Internet Privacy and Censorship

              Vote CASE-BY-CASE on resolutions requesting the disclosure and implementation of Internet privacy and censorship policies and procedures considering:

     

     

     

     

     •

    The level of disclosure of company policies and procedures relating to privacy, freedom of speech, Internet censorship, and government monitoring of the Internet;

     

     

     

     

     •

    Engagement in dialogue with governments and/or relevant groups with respect to the Internet and the free flow of information;

              The scope of business involvement and of investment in markets that maintain government censorship or monitoring of the Internet;

              The market-specific laws or regulations applicable to Internet censorship or monitoring that may be imposed on the company; and,

              The level of controversy or litigation related to the company s international human rights policies and procedures.

    Labor and Human Rights Standards

              Generally vote FOR proposals requesting a report on company or company supplier labor and/or human rights standards and policies unless such information is already publicly disclosed.

     

     

     

     

     •

    Vote CASE-BY-CASE on proposals to implement company or company supplier labor and/or human rights standards and policies, considering:

    - 132 -



     

     

     

     

     •

    The degree to which existing relevant policies and practices are disclosed;

     

     

     

     

     •

    Whether or not existing relevant policies are consistent with internationally recognized standards;

     

     

     

     

     •

    Whether company facilities and those of its suppliers are monitored and how;

     

     

     

     

     •

    Company participation in fair labor organizations or other internationally recognized human rights initiatives;

     

     

     

     

     •

    Scope and nature of business conducted in markets known to have higher risk of workplace labor/human rights abuse;

     

     

     

     

     •

    Recent, significant company controversies, fines, or litigation regarding human rights at the company or its suppliers;

     

     

     

     

     •

    The scope of the request; and

     

     

     

     

     •

    Deviation from industry sector peer company standards and practices.

    MacBride Principles

              Generally vote AGAINST proposals to endorse or increase activity on the MacBride Principles, unless:

     

     

     

     

     •

    The company has formally been found to be out of compliance with relevant Northern Ireland fair employment laws and regulations;

     

     

     

     

     •

    Failure to implement the MacBride Principles would put the company in an inconsistent position and/or at a competitive disadvantage compared with industry peers;

     

     

     

     

     •

    Failure to implement the MacBride Principles would subject the company to excessively negative financial impacts due to laws that some municipalities have passed regarding their contracting operations and companies that have not implemented the MacBride Principles; or

     

     

     

     

     •

    The company has had recent, significant controversies, fines or litigation regarding religious-based employment discrimination in Northern Ireland.

    Nuclear and Depleted Uranium Weapons

              Generally vote AGAINST proposals asking a company to cease production or report on the risks associated with the use of depleted uranium munitions or nuclear weapons components and delivery systems, including disengaging from current and proposed contracts. Such contracts are monitored by government agencies, serve multiple military and non-military uses, and withdrawal from these contracts could have a negative impact on the company s business.

    Operations in High Risk Markets

              Vote CASE-BY-CASE on requests for a report on a company s potential financial and reputational risks associated with operations in high-risk markets, such as a terrorism-sponsoring state or politically/socially unstable region, taking into account:

     

     

     

     

     •

    The nature, purpose, and scope of the operations and business involved that could be affected by social or political disruption;

    - 133 -



     

     

     

     

     •

    Current disclosure of applicable risk assessment(s) and risk management procedures;

     

     

     

     

     •

    Compliance with U.S. sanctions and laws;

     

     

     

     

     •

    Consideration of other international policies, standards, and laws; and

     

     

     

     

     •

    Whether the company has been recently involved in recent, significant controversies, fines or litigation related to its operations in “high-risk” markets.

    Outsourcing/Offshoring

              Vote CASE-BY-CASE on proposals calling for companies to report on the risks associated with outsourcing/plant closures, considering:

     

     

     

     

     •

    Controversies surrounding operations in the relevant market(s);

     

     

     

     

     •

    The value of the requested report to shareholders;

     

     

     

     

     •

    The company’s current level of disclosure of relevant information on outsourcing and plant closure procedures; and

     

     

     

     

     •

    The company s existing human rights standards relative to industry peers.

    Sustainability

    Sustainability Reporting

              Generally vote FOR proposals requesting the company to report on its policies, initiatives, and oversight mechanisms related to social, economic, and environmental sustainability, unless:

     

     

     

     

     •

    The company already discloses similar information through existing reports or policies such as an Environment, Health, and Safety (EHS) report; a comprehensive Code of Corporate Conduct; and/or a Diversity Report; or

     

     

     

     

     •

    The company has formally committed to the implementation of a reporting program based on Global Reporting Initiative (GRI) guidelines or a similar standard within a specified time frame

    10. Mutual Fund Proxies

    Election of Directors

              Vote CASE-BY-CASE on the election of directors and trustees, following the same guidelines for uncontested directors for public company shareholder meetings. However, mutual fund boards do not usually have compensation committees, so do not withhold for the lack of this committee.

    Converting Closed-end Fund to Open-end Fund

              Vote CASE-BY-CASE on conversion proposals, considering the following factors:

     

     

     

     

     •

    Past performance as a closed-end fund;

     

     

     

     

     •

    Market in which the fund invests;

     

     

     

     

     •

    Measures taken by the board to address the discount; and

    - 134 -



     

     

     

     

     •

    Past shareholder activism, board activity, and votes on related proposals.

    Proxy Contests

              Vote CASE-BY-CASE on proxy contests, considering the following factors:

     

     

     

     

     •

    Past performance relative to its peers;

     

     

     

     

     •

    Market in which fund invests;

     

     

     

     

     •

    Measures taken by the board to address the issues;

     

     

     

     

     •

    Past shareholder activism, board activity, and votes on related proposals;

     

     

     

     

     •

    Strategy of the incumbents versus the dissidents;

     

     

     

     

     •

    Independence of directors;

     

     

     

     

     •

    Experience and skills of director candidates;

     

     

     

     

     •

    Governance profile of the company;

     

     

     

     

     •

    Evidence of management entrenchment.

    Investment Advisory Agreements

              Vote CASE-BY-CASE on investment advisory agreements, considering the following factors:

     

     

     

     

     •

    Proposed and current fee schedules;

     

     

     

     

     •

    Fund category/investment objective;

     

     

     

     

     •

    Performance benchmarks;

     

     

     

     

     •

    Share price performance as compared with peers;

     

     

     

     

     •

    Resulting fees relative to peers;

     

     

     

     

     •

    Assignments (where the advisor undergoes a change of control).

    Approving New Classes or Series of Shares

              Vote FOR the establishment of new classes or series of shares.

    Preferred Stock Proposals

              Vote CASE-BY-CASE on the authorization for or increase in preferred shares, considering the following factors:

     

     

     

     

     •

    Stated specific financing purpose;

     

     

     

     

     •

    Possible dilution for common shares;

     

     

     

     

     •

    Whether the shares can be used for antitakeover purposes.

    - 135 -


    1940 Act Policies

              Vote CASE-BY-CASE on policies under the Investment Advisor Act of 1940, considering the following factors:

     

     

     

     

     •

    Potential competitiveness;

     

     

     

     

     •

    Regulatory developments;

     

     

     

     

     •

    Current and potential returns; and

     

     

     

     

     •

    Current and potential risk.

              Generally vote FOR these amendments as long as the proposed changes do not fundamentally alter the investment focus of the fund and do comply with the current SEC interpretation.

    Changing a Fundamental Restriction to a Nonfundamental Restriction

              Vote CASE-BY-CASE on proposals to change a fundamental restriction to a non-fundamental restriction, considering the following factors:

     

     

     

     

     •

    The fund’s target investments;

     

     

     

     

     •

    The reasons given by the fund for the change; and

     

     

     

     

     •

    The projected impact of the change on the portfolio.

    Change Fundamental Investment Objective to Nonfundamental

              Vote AGAINST proposals to change a fund s fundamental investment objective to non-fundamental.

    Name Change Proposals

              Vote CASE-BY-CASE on name change proposals, considering the following factors:

     

     

     

     

     •

    Political/economic changes in the target market;

     

     

     

     

     •

    Consolidation in the target market; and

     

     

     

     

     •

    Current asset composition.

    Change in Fund s Subclassification

              Vote CASE-BY-CASE on changes in a fund s sub-classification, considering the following factors:

     

     

     

     

     •

    Potential competitiveness;

     

     

     

     

     •

    Current and potential returns;

     

     

     

     

     •

    Risk of concentration;

     

     

     

     

     •

    Consolidation in target industry.

    - 136 -


    Disposition of Assets/Termination/Liquidation

              Vote CASE-BY-CASE on proposals to dispose of assets, to terminate or liquidate, considering the following factors:

     

     

     

     

     •

    Strategies employed to salvage the company;

     

     

     

     

     •

    The fund’s past performance;

     

     

     

     

     •

    The terms of the liquidation.

    Changes to the Charter Document

              Vote CASE-BY-CASE on changes to the charter document, considering the following factors:

     

     

     

     

     •

    The degree of change implied by the proposal;

     

     

     

     

     •

    The efficiencies that could result;

     

     

     

     

     •

    The state of incorporation;

     

     

     

     

     •

    Regulatory standards and implications. Vote AGAINST any of the following changes:

     

     

     

     

     •

    Removal of shareholder approval requirement to reorganize or terminate the trust or any of its series;

     

     

     

     

     •

    Removal of shareholder approval requirement for amendments to the new declaration of trust;

     

     

     

     

     •

    Removal of shareholder approval requirement to amend the fund’s management contract, allowing the contract to be modified by the investment manager and the trust management, as permitted by the 1940 Act;

     

     

     

     

     •

    Allow the trustees to impose other fees in addition to sales charges on investment in a fund, such as deferred sales charges and redemption fees that may be imposed upon redemption of a fund’s shares;

     

     

     

     

     •

    Removal of shareholder approval requirement to engage in and terminate subadvisory arrangements;

     

     

     

     

     •

    Removal of shareholder approval requirement to change the domicile of the fund.

    Changing the Domicile of a Fund

              Vote CASE-BY-CASE on re-incorporations, considering the following factors:

     

     

     

     

     •

    Regulations of both states;

     

     

     

     

     •

    Required fundamental policies of both states;

     

     

     

     

     •

    The increased flexibility available.

    - 137 -


    Authorizing the Board to Hire and Terminate Subadvisors

              Vote AGAINST proposals authorizing the board to hire/terminate

    Distribution Agreements

              Vote CASE-BY-CASE on distribution agreement proposals, considering the following factors:

     

     

     

     

     •

    Fees charged to comparably sized funds with similar objectives;

     

     

     

     

     •

    The proposed distributor s reputation and past performance;

     

     

     

     

     •

    The competitiveness of the fund in the industry; and

     

     

     

     

     •

    The terms of the agreement.

    Master-Feeder Structure

              Vote FOR the establishment of a master-feeder structure.

    Mergers

              Vote CASE-BY-CASE on merger proposals, considering the

     

     

     

     

     •

    Resulting fee structure;

     

     

     

     

     •

    Performance of both funds;

     

     

     

     

     •

    Continuity of management personnel;

     

     

     

     

     •

    Changes in corporate governance and their impact

    Shareholder Proposals for Mutual Funds

    Establish Director Ownership Requirement

              Generally vote AGAINST shareholder proposals that mandate a specific minimum amount of stock that directors must own in order to qualify as a director or to remain on the board.

    Reimburse Shareholder for Expenses Incurred

              Vote CASE-BY-CASE on shareholder proposals to reimburse proxy solicitation expenses. When supporting the dissidents, vote FOR the reimbursement of the proxy solicitation expenses.

    Terminate the Investment Advisor

              Vote CASE-BY-CASE on proposals to terminate the investment advisor, considering the following factors:

     

     

     

     

     •

    Performance of the fund’s Net Asset Value (NAV);

     

     

     

     

     •

    The fund’s history of shareholder relations;

     

     

     

     

     •

    The performance of other funds under the advisor s management.

    - 138 -


    RiskMetrics Group

    2009 International Proxy Voting Guidelines Summary

    1. Operational Items

    Financial Results/Director and Auditor Reports

              Vote FOR approval of financial statements and director and auditor reports, unless:

     

     

     

     

     •

    There are concerns about the accounts presented or audit procedures used; or

     

     

     

     

     •

    The company is not responsive to shareholder questions about specific items that should be publicly disclosed.

    Appointment of Auditors and Auditor Fees

              Vote FOR the reelection of auditors and proposals authorizing the board to fix auditor fees, unless:

     

     

     

     

     •

    There are serious concerns about the accounts presented or the audit procedures used;

     

     

     

     

     •

    The auditors are being changed without explanation; or

     

     

     

     

     •

    Non-audit-related fees are substantial or are routinely in excess of standard annual audit-related fees.

              Vote AGAINST the appointment of external auditors if they have previously served the company in an executive capacity or can otherwise be considered affiliated with the company.

    Appointment of Internal Statutory Auditors

              Vote FOR the appointment or reelection of statutory auditors, unless:

     

     

     

     

     •

    There are serious concerns about the statutory reports presented or the audit procedures used;

     

     

     

     

     •

    Questions exist concerning any of the statutory auditors being appointed; or

     

     

     

     

     •

    The auditors have previously served the company in an executive capacity or can otherwise be considered affiliated with the company.

    Allocation of Income

              Vote FOR approval of the allocation of income, unless:

     

     

     

     

     •

    The dividend payout ratio has been consistently below 30 percent without adequate explanation; or

     

     

     

     

     •

    The payout is excessive given the company s financial position.

    Stock (Scrip) Dividend Alternative

              Vote FOR most stock (scrip) dividend proposals.

    - 139 -


              Vote AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.

    Amendments to Articles of Association

              Vote amendments to the articles of association on a CASE-BY-CASE basis.

    Change in Company Fiscal Term

              Vote FOR resolutions to change a company s fiscal term unless a company s motivation for the change is to postpone its AGM.

    Lower Disclosure Threshold for Stock Ownership

              Vote AGAINST resolutions to lower the stock ownership disclosure threshold below 5 percent unless specific reasons exist to implement a lower threshold.

    Amend Quorum Requirements

              Vote proposals to amend quorum requirements for shareholder meetings on a CASE-BY-CASE basis.

    Transact Other Business

              Vote AGAINST other business when it appears as a voting item.

     

     

    2. Board of Directors

    Director Elections

              Vote FOR management nominees in the election of directors, unless:

     

     

     

     

    Adequate disclosure has not been provided in a timely manner;

     

     

     

     

    There are clear concerns over questionable finances or restatements;

     

     

     

     

    There have been questionable transactions with conflicts of interest;

     

     

     

     

    There are any records of abuses against minority shareholder interests; or

     

     

     

     

    The board fails to meet minimum corporate governance standards.

              Vote FOR individual nominees unless there are specific concerns about the individual, such as criminal wrongdoing or breach of fiduciary responsibilities.

              Vote AGAINST individual directors if repeated absences at board meetings have not been explained (in countries where this information is disclosed).

              Vote on a CASE-BY-CASE basis for contested elections of directors, e.g. the election of shareholder nominees or the dismissal of incumbent directors, determining which directors are best suited to add value for shareholders.

              Vote FOR employee and/or labor representatives if they sit on either the audit or compensation committee and are required by law to be on those committees. Vote AGAINST employee and/or labor

    - 140 -


    representatives if they sit on either the audit or compensation committee, if they are not required to be on those committees.

               [Please see the International Classification of Directors on the following page.]

    RMG Classification of Directors – International Policy 2009

    Executive Director

     

     

     

     

    Employee or executive of the company;

     

     

     

     

    Any director who is classified as a non-executive, but receives salary, fees, bonus, and/or other benefits that are in line with the highest-paid executives of the company.

    Non-Independent Non-Executive Director (NED)

     

     

     

     

    Any director who is attested by the board to be a non-independent NED;

     

     

     

     

    Any director specifically designated as a representative of a significant shareholder of the company;

     

     

     

     

    Any director who is also an employee or executive of a significant shareholder of the company;

     

     

     

     

    Beneficial owner (direct or indirect) of at least 10% of the company s stock, either in economic terms or in voting rights (this may be aggregated if voting power is distributed among more than one member of a defined group, e.g.,  family members who beneficially own less than 10% individually, but collectively own more than 10%), unless market best practice dictates a lower ownership and/or disclosure threshold (and in other special market-specific circumstances);

     

     

     

     

    Government representative;

     

     

     

     

    Currently provides (or a relative[1] provides) professional services[2] to the company, to an affiliate of the company, or to an individual officer of the company or of one of its affiliates in excess of $10,000 per year;

     

     

     

     

    Represents customer, supplier, creditor, banker, or other entity with which company maintains transactional/commercial relationship (unless company discloses information to apply a materiality test[3]);

     

     

     

     

    Any director who has conflicting or cross-directorships with executive directors or the chairman of the company;

     

     

     

     

    Relative[1] of a current employee of the company or its affiliates;

     

     

     

     

    Relative[1] of a former executive of the company or its affiliates;

     

     

     

     

    A new appointee elected other than by a formal process through the General Meeting (such as a contractual appointment by a substantial shareholder);

     

     

     

     

    Founder/co-founder/member of founding family but not currently an employee;

     

     

     

     

    Former executive (5 year cooling off period);

    - 141 -


     

     

     

     

    Years of service is generally not a determining factor unless it is recommended best practice in a market and/or in extreme circumstances, in which case it may be considered.[4]

    Independent NED

     

     

     

     

    No material[5] connection, either directly or indirectly, to the company other than a board seat.

    Employee Representative

     

     

     

     

    Represents employees or employee shareholders of the company (classified as employee representative but considered a non-independent NED).

    Footnotes:

    [1] Relative follows the U.S. SEC s definition of immediate family members which covers spouses, parents, children, stepparents, step-children, siblings, in-laws, and any person (other than a tenant or employee) sharing the household of any director, nominee for director, executive officer, or significant shareholder of the company.

    [2] Professional services can be characterized as advisory in nature and generally include the following: investment banking/financial advisory services; commercial banking (beyond deposit services); investment services; insurance services; accounting/audit services; consulting services; marketing services; and legal services. The case of participation in a banking syndicate by a non-lead bank should be considered a transaction (and hence subject to the associated materiality test) rather than a professional relationship.

    [3] If the company makes or receives annual payments exceeding the greater of $200,000 or five percent of the recipient s gross revenues (the recipient is the party receiving the financial proceeds from the transaction).

    [4] For example, in continental Europe, directors with a tenure exceeding 12 years will be considered non-independent. In the United Kingdom and Ireland, directors with a tenure exceeding nine years will be considered non-independent, unless the company provides sufficient and clear justification that the director is independent despite his long tenure.

    [5] For purposes of RMG director independence classification, material will be defined as a standard of relationship financial, personal or otherwise) that a reasonable person might conclude could potentially influence one s objectivity in the boardroom in a manner that would have a meaningful impact on an individual s ability to satisfy requisite fiduciary standards on behalf of shareholders.

    Discharge of Directors

              Generally vote FOR the discharge of directors, including members of the management board and/or supervisory board, unless there is reliable information about significant and compelling controversies that the board is not fulfilling its fiduciary duties warranted by:

     

     

     

     

    A lack of oversight or actions by board members which invoke shareholder distrust related to malfeasance or poor supervision, such as operating in private or company interest rather than in shareholder interest; or

     

     

     

     

    Any legal issues (e.g. civil/criminal) aiming to hold the board responsible for breach of trust in the past or related to currently alleged actions yet to be confirmed (and not only the fiscal year in question), such as price fixing, insider trading, bribery, fraud, and other illegal actions; or

     

     

     

     

    Other egregious governance issues where shareholders will bring legal action against the company or its directors.

              For markets which do not routinely request discharge resolutions (e.g. common law countries or markets where discharge is not mandatory), analysts may voice concern in other appropriate agenda

    - 142 -


    items, such as approval of the annual accounts or other relevant resolutions, to enable shareholders to express discontent with the board.

    Director Compensation

              Vote FOR proposals to award cash fees to non-executive directors unless the amounts are excessive relative to other companies in the country or industry.

              Vote non-executive director compensation proposals that include both cash and share-based components on a CASE-BY-CASE basis.

              Vote proposals that bundle compensation for both non-executive and executive directors into a single resolution on a CASE-BY-CASE basis.

              Vote AGAINST proposals to introduce retirement benefits for non-executive directors.

    Director, Officer, and Auditor Indemnification and Liability Provisions

              Vote proposals seeking indemnification and liability protection for directors and officers on a CASE-BY-CASE basis.

              Vote AGAINST proposals to indemnify auditors.

    Board Structure

              Vote FOR proposals to fix board size.

              Vote AGAINST the introduction of classified boards and mandatory retirement ages for directors.

              Vote AGAINST proposals to alter board structure or size in the context of a fight for control of the company or the board.

     

     

    3. Capital Structure

    Share Issuance Requests

    General Issuances:

              Vote FOR issuance requests with preemptive rights to a maximum of 100 percent over currently issued capital.

              Vote FOR issuance requests without preemptive rights to a maximum of 20 percent of currently issued capital.

    Specific Issuances:

              Vote on a CASE-BY-CASE basis on all requests, with or without preemptive rights.

    Increases in Authorized Capital

              Vote FOR non-specific proposals to increase authorized capital up to 100 percent over the current authorization unless the increase would leave the company with less than 30 percent of its new authorization outstanding.

              Vote FOR specific proposals to increase authorized capital to any amount, unless:

    - 143 -


     

     

     

     

    The specific purpose of the increase (such as a share-based acquisition or merger) does not meet RMG guidelines for the purpose being proposed; or

     

     

     

     

    The increase would leave the company with less than 30 percent of its new authorization outstanding after adjusting for all proposed issuances.

              Vote AGAINST proposals to adopt unlimited capital authorizations.

    Reduction of Capital

              Vote FOR proposals to reduce capital for routine accounting purposes unless the terms are unfavorable to shareholders.

              Vote proposals to reduce capital in connection with corporate restructuring on a CASE-BY-CASE basis.

    Capital Structures

              Vote FOR resolutions that seek to maintain or convert to a one-share, one-vote capital structure.

              Vote AGAINST requests for the creation or continuation of dual-class capital structures or the creation of new or additional supervoting shares.

    Preferred Stock

              Vote FOR the creation of a new class of preferred stock or for issuances of preferred stock up to 50 percent of issued capital unless the terms of the preferred stock would adversely affect the rights of existing shareholders.

              Vote FOR the creation/issuance of convertible preferred stock as long as the maximum number of common shares that could be issued upon conversion meets RMG guidelines on equity issuance requests.

              Vote AGAINST the creation of a new class of preference shares that would carry superior voting rights to the common shares.

              Vote AGAINST the creation of blank check preferred stock unless the board clearly states that the authorization will not be used to thwart a takeover bid.

              Vote proposals to increase blank check preferred authorizations on a CASE-BY-CASE basis.

    Debt Issuance Requests

              Vote non-convertible debt issuance requests on a CASE-BY-CASE basis, with or without preemptive rights.

              Vote FOR the creation/issuance of convertible debt instruments as long as the maximum number of common shares that could be issued upon conversion meets RMG guidelines on equity issuance requests.

              Vote FOR proposals to restructure existing debt arrangements unless the terms of the restructuring would adversely affect the rights of shareholders.

    - 144 -


    Pledging of Assets for Debt

               Vote proposals to approve the pledging of assets for debt on a CASE-BY-CASE basis.

    Increase in Borrowing Powers

               Vote proposals to approve increases in a company s borrowing powers on a CASE-BY-CASE basis.

    Share Repurchase Plans

              Generally vote FOR share repurchase programs/market repurchase authorities, provided that the proposal meets the following parameters:

     

     

     

     

    Maximum volume: 10 percent for market repurchase within any single authority and 10 percent of outstanding shares to be kept in treasury ( on the shelf );

     

     

     

     

    Duration does not exceed 18 months.

              For markets that either generally do not specify the maximum duration of the authority or seek a duration beyond 18 months that is allowable under market specific legislation, RMG will assess the company s historic practice. If there is evidence that a company has sought shareholder approval for the authority to repurchase shares on an annual basis, RMG will support the proposed authority.

              In addition, vote AGAINST any proposal where:

     

     

     

     

    The repurchase can be used for takeover defenses;

     

     

     

     

    There is clear evidence of abuse;

     

     

     

     

    There is no safeguard against selective buybacks;

     

     

     

     

    Pricing provisions and safeguards are deemed to be unreasonable in light of market practice.

              RMG may support share repurchase plans in excess of 10 percent volume under exceptional circumstances, such as one-off company specific events (e.g. capital re-structuring). Such proposals will be assessed case-by-case based on merits, which should be clearly disclosed in the annual report, provided that following conditions are met:

     

     

     

    The overall balance of the proposed plan seems to be clearly in shareholders interests;

     

     

    The plan still respects the 10 percent maximum of shares to be kept in treasury.

    Reissuance of Repurchased Shares

              Vote FOR requests to reissue any repurchased shares unless there is clear evidence of abuse of this authority in the past.

    Capitalization of Reserves for Bonus Issues/Increase in Par Value

              Vote FOR requests to capitalize reserves for bonus issues of shares or to increase par value.

    - 145 -


     

     

    4. Other

    Reorganizations/Restructurings

              Vote reorganizations and restructurings on a CASE-BY-CASE basis.

    Mergers and Acquisitions

              Vote CASE-BY-CASE on mergers and acquisitions taking into account the following:

              For every M&A analysis, RMG reviews publicly available information as of the date of the report and evaluates the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including:

     

     

     

     

    Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, RMG places emphasis on the offer premium, market reaction, and strategic rationale.

     

     

     

     

    Market reaction - How has the market responded to the proposed deal? A negative market reaction will cause RMG to scrutinize a deal more closely.

     

     

     

     

    Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions.

     

     

     

     

    Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? RMG will consider whether any special interests may have influenced these directors and officers to support or recommend the merger.

     

     

     

     

    Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance.

              Vote AGAINST if the companies do not provide sufficient information upon request to make an informed voting decision.

    Mandatory Takeover Bid Waivers

              Vote proposals to waive mandatory takeover bid requirements on a CASE-BY-CASE basis.

    Reincorporation Proposals

              Vote reincorporation proposals on a CASE-BY-CASE basis.

    Expansion of Business Activities

              Vote FOR resolutions to expand business activities unless the new business takes the company into risky areas.

    - 146 -


    Related-Party Transactions

              Vote related-party transactions on a CASE-BY-CASE basis.

    Compensation Plans

              Vote compensation plans on a CASE-BY-CASE basis.

    Antitakeover Mechanisms

              Generally vote AGAINST all antitakeover proposals, unless they are structured in such a way that they give shareholders the ultimate decision on any proposal or offer.

    Shareholder Proposals

              Vote all shareholder proposals on a CASE-BY-CASE basis.

              Vote FOR proposals that would improve the company s corporate governance or business profile at a reasonable cost.

              Vote AGAINST proposals that limit the company s business activities or capabilities or result in significant costs being incurred with little or no benefit.

    - 147 -


    APPENDIX A-7:

    TETRA CAPITAL MANAGEMENT, LLC
    PROXY VOTING POLICY AND PROCEDURES

     

     

    I. Statement of Policy

     

     

              Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised. When Tetra Capital Management, LLC ( Tetra ) has discretion to vote the proxies of its clients, it will vote those proxies in the best interest of its clients and in accordance with these policies and procedures.

     

     

    II. Proxy Voting Procedures

              All proxies received by Tetra will be sent to the Compliance Officer (or her designee, hereafter referred to the Proxy Officer ). The Proxy Officer will:

     

     

     

     

    Keep a record of each proxy received;

     

     

     

     

    Forward the proxy to the portfolio manager or other person (such as an analyst) who makes the voting decision in the firm (here after referred to as PM );

     

     

     

     

    Determine which accounts managed by Tetra hold the security to which the proxy relates;

     

     

     

     

    Provide the PM with a list of accounts that hold the security, and the date by which Tetra must vote the proxy in order to allow enough time for the completed proxy to be returned to the issuer prior to the vote taking place.

     

     

     

     

    Absent material conflicts (See Section IV below), the PM will determine how Tetra should vote the proxy. The PM will send its decision on how Tetra will vote a proxy to the Proxy Officer. The Proxy Officer is responsible for mailing or otherwise voting the proxy in a timely and appropriate manner.

     

     

     

     

    Tetra may retain a third party to assist it in coordinating and voting proxies with respect to client securities. If so, the Proxy Officer will monitor the third party to assure that all proxies are being properly voted and appropriate records are being retained. Currently, Tetra is not retaining a third party to vote proxies.

              Currently, Kaitlin Carey is acting as Proxy Officer with the responsibilities listed above. The Compliance Officer is responsible for keeping the list of conflicts of interest up to date for the Proxy Officer. Tetra currently relies on UBS Securities, LLC, as prime broker for the funds, to provide all proxies for all accounts. Most proxies come via electronic mail, however, on occasion proxies still arrive through the US mail.

     

     

    III. Voting Guidelines

              In the absence of specific voting guidelines from the client, Tetra will vote proxies in the best interest of each particular client, which may result in different voting results for proxies for the same issuer. Tetra believes that voting proxies in accordance with the following guidelines is in the best interest of its clients.

     

     

     

     

    Generally, Tetra will vote in favor of routine corporate housekeeping proposals, including election of directors (where no corporate governance issues are implicated. Consideration may be given to the age, experience, and other factors, of the director), selection of auditors, and increases in or reclassification of common stock.

    - 148 -


     

     

     

     

    Generally, Tetra will vote against proposals that make it more difficult to replace members of the issuer s board of directors, including proposals to stagger the board, causes management to be overrepresented on the board, introduce cumulative voting, introduce unequal voting rights, and create supermajority voting.

     

     

     

              For other proposals, Tetra shall determine whether a proposal is in the best interests of its clients and may take into account the following factors, among others:

     

     

     

     

    Whether the proposal was recommended by management and Tetra s opinion of management;

     

     

     

     

    Whether the proposal acts to entrench existing management; and

     

     

     

     

    Whether the proposal fairly compensates management for past and future performance (Tetra will generally not approve excessively dilutive equity incentive plans (options proposals), or management compensation rewards for historical subpar performance).

     

     

     

    IV. Conflicts of Interest

              1. The Compliance Officer will identify any conflicts that exist between the interests of Tetra and its clients. This examination will include a review of the relationship of Tetra and its affiliates (including Delta Partners, LLC) with the issuer of each security and any of the issuer s affiliates to determine if the issuer is a client of Tetra or an affiliate of Tetra or has some other relationship with Tetra or a client of Tetra. Examples of potential conflicts of interest include Tetra, any private investment funds or clients, or an affiliate being a substantial beneficial owner of the Issuer (greater than 5% ownership on a collective basis), having any other relationship with an Issuer (Issuer is an investor in a private investment fund managed by Tetra or an affiliate), and a principal or employee of Tetra sits on the board of an Issuer.

              2. If a material conflict exists, Tetra will determine whether voting in accordance with the voting guidelines and factors described above is in the best interests of the client. Tetra will also determine whether it is appropriate to disclose the conflict to the affected clients and, except in the case of clients that are subject to the Employee Retirement Income Securities Act of 1974, as amended ( ERISA ), give the clients the opportunity to vote their proxies themselves. In the case of ERISA clients, if the Investment Management Agreement reserves to the ERISA client the authority to vote proxies when Tetra determines it has a material conflict that affects its best judgment as an ERISA fiduciary, Tetra will give the ERISA client the opportunity to vote the proxies themselves, or special ERISA proxy voting procedures must provide for a pre-determined voting policy that eliminates the discretion of Tetra when voting proxies if such a conflicts exists.

     

     

    V. Disclosure

              1. Tetra will disclose in its Form ADV Part II that clients may contact the Compliance Officer, via e-mail or telephone, in order to obtain information on how Tetra voted such client s proxies, and to request a copy of these policies and procedures. If a client requests this information, the Compliance Officer will prepare a written response to the client that list, with respect to each voted proxy about which the client has inquired, (a) the name of the issuer; (b) the proposal voted upon, and (c) how Tetra voted the client proxy.

              2. A concise summary of this Proxy Voting Policy and Procedures will be included in Tetra s Form ADV Part II, and will be updated whenever these policies and procedures are updated.

    - 149 -


     

     

    VI. Recordkeeping

              The Compliance Officer will maintain files relating to Tetra s proxy voting procedures in an easily accessible place. Records will be maintained and preserved for five years from the end of the fiscal year during which the last entry was made on a record, with records for the first two years kept in the offices of Tetra. Records of the following will be included in the files:

     

     

     

     

    Copies of this proxy voting policy and procedures, and any amendments thereto.

     

     

     

     

    A copy of each proxy statement that Tetra receives, provided however that Tetra may rely on obtaining a copy of proxy statements from the SEC s EDGAR system for those proxy statements that are so available 5 or other electronic means.

     

     

     

     

    A record of each vote that Tetra casts. 6

     

     

     

     

    A copy of any document the Adviser created that was material to making a decision how to vote proxies, or that memorialized that decision.

     

     

     

     

    A copy of each written client request for information on how Tetra voted such client s proxies, and a copy of any written response to any (written or oral) client request for information on how Tetra voted its proxies.


     

     


    5

    Tetra may choose instead to have a third party retain a copy of proxy statements (provided that third party undertakes to provide a copy of the proxy statements promptly upon request.

     

     

    6

    Tetra may also rely on a third party to retain a copy of the votes cast (provided that the third party undertakes to provide a copy of the record promptly upon request).

    - 150 -


    APPENDIX B
    STANDARD & POOR S ISSUE CREDIT RATING DEFINITIONS

    A Standard & Poor s issue credit rating is a current opinion of the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion evaluates the obligor s capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default. The issue credit rating is not a recommendation to purchase, sell, or hold a financial obligation, inasmuch as it does not comment as to market price or suitability for a particular investor.

    Issue credit ratings are based on current information furnished by the obligors or obtained by Standard & Poor s from other sources it considers reliable. Standard & Poor s does not perform an audit in connection with any credit rating and may, on occasion, rely on unaudited financial information. Credit ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances.

    Issue credit ratings can be either long term or short term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days—including commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.

    Long-Term Issue Credit Ratings

    Issue credit ratings are based, in varying degrees, on the following considerations:

     

     

     

     

    Likelihood of payment—capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;

     

     

     

     

    Nature of and provisions of the obligation;

     

     

     

     

    Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors rights.

    Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

    AAA

    An obligation rated AAA has the highest rating assigned by Standard & Poor s. The obligor s capacity to meet its financial commitment on the obligation is extremely strong.

    AA

    An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligor s capacity to meet its financial commitment on the obligation is very strong.

    A

    An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor s capacity to meet its financial commitment on the obligation is still strong.

    BBB

    An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

    BB, B, CCC, CC, and C

    Obligations rated BB , B , CCC , CC , and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

    - 151 -


    BB

    An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor s inadequate capacity to meet its financial commitment on the obligation.

    B

    An obligation rated B is more vulnerable to nonpayment than obligations rated BB , but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor s capacity or willingness to meet its financial commitment on the obligation.

    CCC

    An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

    CC

    An obligation rated CC is currently highly vulnerable to nonpayment.

    C

    A C rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the C rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument s terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

    D

    An obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor s believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized. An obligation s rating is lowered to D upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

    Plus (+) or minus (-)

    The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

    NR

    This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poor s does not rate a particular obligation as a matter of policy.

    Short-Term Issue Credit Ratings

    A-1

    A short-term obligation rated A-1 is rated in the highest category by Standard & Poor s. The obligor s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor s capacity to meet its financial commitment on these obligations is extremely strong.

    A-2

    A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor s capacity to meet its financial commitment on the obligation is satisfactory.

    A-3

    A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

    - 152 -


    B

    A short-term obligation rated B is regarded as having significant speculative characteristics. Ratings of B-1 , B-2 , and B-3 may be assigned to indicate finer distinctions within the B category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor s inadequate capacity to meet its financial commitment on the obligation.

    B-1. A short-term obligation rated B-1 is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

    B-2. A short-term obligation rated B-2 is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

    B-3. A short-term obligation rated B-3 is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

    C

    A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.

    D

    A short-term obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor s believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

    Dual Ratings

    Standard & Poor s assigns dual ratings to all debt issues that have a put option or demand feature as part of their structure. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term rating symbols are used for bonds to denote the long-term maturity and the short-term rating symbols for the put option (for example, AAA/A-1+ ). With U.S. municipal short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example, SP-1+/A-1+ ).

    MOODY’S

    Aaa

    Bonds and preferred stock which are rated Aaa are judged to be of the highest quality, with minimal credit risk.

    Aa

    Bonds and preferred stock which are rated Aa are judged to be of high quality and are subject to very low credit risk.

    A

    Bonds and preferred stock which are rated A are considered upper-medium grade and are subject to low credit risk.

    Baa

    Bonds and preferred stock which are rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.

    Ba

    Bonds and preferred stock which are rated Ba are judged to have speculative elements and are subject to substantial credit risk.

    B

    Bonds and preferred stock which are rated B are considered speculative and are subject to high credit risk.

    - 153 -


    Caa

    Bonds and preferred stock which are rated Caa are of poor standing and are subject to very high credit risk.

    Ca

    Bonds and preferred stock which are rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

    C

    Bonds and preferred stock which are rated C are the lowest rated class of bonds/preferred stock and are typically in default, with little prospect for recovery of principal or interest.

    - 154 -




    PART C: OTHER INFORMATION

     

     

    ITEM 23.

    EXHIBITS.


     

     

    (a)

    (1) Amended and Restated Master Trust Agreement. (1)

     

     

     

    (2) Amendment No. 1 to Amended and Restated Master Trust Agreement. (1)

     

     

     

    (3) Amendment No. 2 to Amended and Restated Master Trust Agreement. (1)

     

     

     

    (4) Amendment No. 3 to Amended and Restated Master Trust Agreement. (1)

     

     

     

    (5) Amendment No. 4 to Amended and Restated Master Trust Agreement. (1)

     

     

     

    (6) Amendment No. 5 to Amended and Restated Master Trust Agreement. (1)

     

     

     

    (7) Amendment No. 6 to Amended and Restated Master Trust Agreement. (1)

     

     

     

    (8) Amendment No. 7 to Amended and Restated Master Trust Agreement. (1)

     

     

     

    (9) Amendment No. 8 to Amended and Restated Master Trust Agreement. (1)

     

     

     

    (10) Amendment No. 9 to Amended and Restated Master Trust Agreement. (1)

     

     

     

    (11) Amendment No. 10 to Amended and Restated Master Trust Agreement. (4)

     

     

     

    (12) Amendment No. 11 to Amended and Restated Master Trust Agreement. (4)

     

     

     

    (13) Amendment No. 12 to Amended and Restated Master Trust Agreement. (4)

     

     

     

    (14) Amendment No. 13 to Amended and Restated Master Trust Agreement. (3)

     

     

     

    (15) Amendment No. 14 to Amended and Restated Master Trust Agreement. (4)

     

     

     

    (16) Amendment No. 15 to Amended and Restated Master Trust Agreement. (4)

     

     

     

    (17) Amendment No. 16 to Amended and Restated Master Trust Agreement. (4)

     

     

     

    (18) Amendment No. 17 to Amended and Restated Master Trust Agreement. (4)

     

     

     

    (19) Amendment No. 18 to Amended and Restated Master Trust Agreement. (4)

     

     

     

    (20) Amendment No. 19 to Amended and Restated Master Trust Agreement. (4)

     

     

     

    (21) Amendment No. 20 to Amended and Restated Master Trust Agreement. (9)

     

     

     

    (22) Amendment No. 21 to Amended and Restated Master Trust Agreement. (9)

     

     

     

    (23) Amendment No. 22 to Amended and Restated Master Trust Agreement - filed herewith.

     

     

     

    (24) Amendment No. 23 to Amended and Restated Master Trust Agreement - filed herewith.

     

     

    (b)

    By-Laws of Registrant. (1)



     

     

     

     

    (c)

    Rights of security holders are contained in Articles IV, V and VI of the Registrant’s Amended and Restated Master Trust Agreement, as amended, and Article 9 of the Registrant’s By-Laws, both of which are incorporated by reference above.

     

     

    (d)

    (1)

    Advisory Agreement. (1)

     

     

     

     

    (2)

    Advisory Agreement with respect to Global Hard Assets Fund. (1)

     

     

     

     

    (3)

    Advisory Agreement with respect to Emerging Markets Fund (formerly known as Global Balanced Fund). (5)

     

     

     

     

    (4)

    Form of Advisory Agreement with respect to Multi-Manager Alternatives Fund - filed herewith.

     

     

     

     

    (5)

    (i)

    Form of Sub-Investment Advisory Agreement with respect to Multi-Manager Alternatives Fund - filed herewith.

     

     

     

     

     

     

    (ii)

    Schedule of Parties to Sub-Investment Advisory Agreements with respect to Multi-Manager Alternatives Fund - filed herewith.


     

     

     

    (e)

    (1)

    Distribution Agreement. (1)

     

     

     

     

    (2)

    Letter Agreement adding Class C shares of International Investors Gold Fund to Distribution Agreement. (1)

     

     

     

     

    (3)

    Letter Agreement adding Class A and Class C shares of Global Hard Assets Fund to Distribution Agreement. (1)

     

     

     

     

    (4)

    Letter Agreement adding Class A shares of Emerging Markets Fund (formerly known as Global Balanced Fund) to Distribution Agreement. (5)

     

     

     

     

    (5)

    Letter Agreement adding Class A shares and Class I shares of Multi-Manager Alternatives Fund to Distribution Agreement - filed herewith.

     

     

     

    (f)

    (1)

    Simplified Employee Plan. (1)

     

     

     

     

    (2)

    Amended Retirement Plan for Self-Employed Individuals, Partnerships and Corporations Using Shares of International Investors Incorporated or the Van Eck Funds. (1)

     

     

     

    (g)

    Custodian Agreement. (3)

     

     

    (h)

    (1)

    Accounting and Administrative Services Agreement. (1)

     

     

     

     

    (2)

    Letter Agreement adding International Investors Gold Fund to Accounting and Administrative Services Agreement. (1)

     

     

     

     

    (3)

    Forms of Procedural Agreement, Customer Agreement and Safekeeping Agreement with Merrill Lynch Futures Inc. and Morgan Stanley. (1)

     

     

     

     

    (4)

    Letter Agreement adding Emerging Markets Fund (formerly known as Global Balanced Fund) to Accounting and Administrative Services Agreement. (5)

     

     

     

     

    (5)

    Data Access Service Agreement. (5)

     

     

     

     

    (6)

    Transfer Agency Agreement. (5)

    2


     

     

     

     

    (7)

    Form of Trustee Indemnification Agreement (10).

     

     

     

     

    (8)

    Form of Participation Agreement with Unaffiliated Fund Complexes - filed herewith.

     

     

     

    (i)

    (1)

    Opinion and Consent of Counsel (6)

     

     

     

     

    (2)

    Opinion and Consent of Counsel with respect to the addition of Class I.(9)

     

     

     

     

    (3)

    Opinion and Consent of Counsel with respect to the addition of Class A and Class I of Multi-Manager Alternatives Fund – file herewith.

     

     

    (j)

    (1)

    Powers of Attorney.(11)

     

     

     

     

    (2)

    Power of Attorney (Derek S. van Eck) – filed herewith.

     

     

     

    (k)

    Not applicable.

     

     

    (l)

    Not applicable.

     

     

    (m)

    (1)

    Plan of Distribution pursuant to Rule 12b-1 for Class A shares. (5)

     

     

     

     

    (2)

    Plan of Distribution pursuant to Rule 12b-1 for Class C shares. (5)

     

     

     

     

    (3)

    Amended Exhibit A to Plan of Distribution Pursuant to Rule 12b-1 for Class A shares – filed herewith.

     

     

    (n)

    Expense Allocation Plan Adopted Pursuant to Rule 18f-3. (9)

     

     

    (o)

    Reserved.

     

     

    (p)

    (1)

    Code of Ethics of the Registrant, its Investment Adviser and its Principal Underwriter. (2)

     

     

     

     

    (2)

    Codes of Ethics of Clutterbuck Capital Management LLC, Columbus Circle Investors, Dix Hills Partners, LLC, Explorer Alternative Management, LLC and Tetra Capital Management, LLC - filed herewith.

     

     

     

     

    (3)

    Code of Ethics of Lazard Asset Management LLC. (12)

     

     

     

     

    (4)

    Code of Ethics of Martingale Asset Management, L.P. (13)

     

     

     

     

    (5)

    Code of Ethics of PanAgora Asset Management, Inc. (14)


     

     


     

     

    (1)

    Incorporated by reference to Post-Effective Amendment No. 51 to Registrant’s Registration Statement, File Nos. 002-97596 and 811-04297, filed on March 1, 1999.

     

     

    (2)

    Incorporated by reference to Post-Effective Amendment No. 54 to Registrant’s Registration Statement, File Nos. 002-97596 and 811-04297, filed on April 28, 2000.

     

     

    (3)

    Incorporated by reference to Post-Effective Amendment No. 55 to Registrant’s Registration Statement, File Nos. 002-97596 and 811-04297, filed on March 19, 2001.

     

     

    (4)

    Incorporated by reference to Post-Effective Amendment No. 62 to Registrant’s Registration Statement, File Nos. 02-97596 and 811-04297, filed on April 30, 2004.

     

     

    (5)

    Incorporated by reference to Post Effective Amendment No. 63 to Registrant’s Registration Statement, File Nos. 02-97596 and 811-04297, filed February 25, 2005.

     

     

    (6)

    Incorporated by reference to Post Effective Amendment No. 51 to Registrant’s Registration Statement, File Nos. 02-97596 and 811-04297, filed March 1, 1999.

     

     

    (7)

    Incorporated by reference to Post Effective Amendment No. 64 to Registrant’s Registration Statement, File Nos. 02-97596 and 811-04297, filed April 29, 2005.

     

     

    (8)

    Incorporated by reference to Post Effective Amendment No. 65 to Registrant’s Registration Statement, File Nos. 02-97596 and 811-04297, filed February 24, 2006.

    3


     

     

    (9)

    Incorporated by reference to Post Effective Amendment No. 66 to Registrant’s Registration Statement, File Nos. 02-97596 and 811-04297, filed April 28, 2006.

     

     

    (10)

    Incorporated by reference to Post Effective Amendment No. 67 to Registrant’s Registration Statement, File Nos. 02-97596 and 811-04297, filed April 27, 2007.

     

     

    (11)

    Incorporated by reference to Post Effective Amendment No. 68 to Registrant’s Registration Statement, File Nos. 02-97596 and 811-04297, filed April 24, 2008.

     

     

    (12)

    Incorporated by reference to Post-Effective Amendment No. 34 to the Registration Statement of Van Eck Worldwide Insurance Trust, File Nos. 033-13019 and 811-05083, filed April 12, 2007.

     

     

    (13)

    Incorporated by reference to Post-Effective Amendment No. 26 to the Registration Statement of Van Eck Worldwide Insurance Trust, File Nos. 033-13019 and 811-05083, filed on April 30, 2004.

     

     

    (14)

    Incorporated by reference to Post-Effective Amendment No. 35 to the Registration Statement of Van Eck Worldwide Insurance Trust, File Nos. 033-13019 and 811-05083, filed February 15, 2008


     

     

    ITEM 24.

    PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND.

    Not Applicable.

     

     

    ITEM 25.

    INDEMNIFICATION.

              Reference is made to Article VI of the Master Trust Agreement of the Registrant, as amended, Section 8 of the Advisory Agreement, Section 5 of the Distribution Agreement, Section 27 of the Custodian Agreement, and Section 6 of the Data Access Agreement.

              The general effect of this Indemnification will be to indemnify the officers, trustees, employees and agents of the Registrant from costs and expenses arising from any action, suit or proceeding to which they may be made a party by reason of their being or having been a trustee, officer, employee or agent of the Registrant, except where such action is determined to have arisen out of the willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the trustee’s, officer’s, employee’s or agent’s office.

              Reference is also made to the individual Trustee Indemnification Agreements entered into with each of the Trustees of the Registrant. The Indemnification Agreements do not supersede or replace the indemnification under the Master Trust Agreement of the Registrant, as amended. The Indemnification Agreements supplement the protections under the Master Trust Agreement, by clarifying the scope of certain terms of the Master Trust Agreement and providing a variety of procedural benefits, including with respect to protection from modification of the indemnification, term and survival of Registrant’s obligations, and procedural enhancements with respect to, among other things, advancement of expenses, determination of entitlement, indemnification for expenses incurred by a Trustee as a witness and selection of counsel.

              Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (“1933 Act”), may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of

    4


    appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

     

     

    ITEM 26.

    BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER.

              Van Eck Associates Corporation is a registered investment adviser and provides investment advisory services to the Registrant. The description of Van Eck Associates Corporation under the caption “Management of the Fund” in the Registrant’s Prospectus and under the caption “Investment Advisory Services” in the Registrant’s Statement of Additional Information, constituting Parts A and B, respectively, of this Registration Statement are incorporated herein by reference. Information as to any business, profession, vocation or employment of a substantial nature engaged in by investment adviser and its officers, directors or partners within the past two fiscal years is set forth under the caption “Trustees and Officers” in the Registrant’s Statement of Additional Information and in its Form ADV filed with the Securities and Exchange Commission (File No. 801-21340), both of which are incorporated herein by reference.

              Each of Clutterbuck Capital Management LLC (SEC File No. 801-66522), Columbus Circle Investors (SEC File No. 801-47516), Dix Hills Partners, LLC (SEC File No. 801-62551), Explorer Alternative Management, LLC (SEC File No. 64670), Lazard Asset Management LLC (SEC File No. 801-61701), Martingale Asset Management, L.P. (SEC File No. 801-30067), PanAgora Asset Management, Inc. (SEC File No. 801-35497) and Tetra Capital Management, LLC (SEC File No. 66009) serves as a sub-adviser to the Fund. The descriptions each sub-adviser under the caption “Management of the Fund” in the Registrant’s Prospectus and under the caption “Investment Advisory Services” in the Registrant’s Statement of Additional Information, constituting Parts A and B, respectively, of this Registration Statement are incorporated herein by reference. Information on the directors and officers of each sub-adviser set forth in its Form ADV filed with the Securities and Exchange Commission is incorporated herein by reference.

     

     

    ITEM 27.

    PRINCIPAL UNDERWRITERS


     

     

    (a)

    Van Eck Securities Corporation, principal underwriter for the Registrant, also distributes shares of Van Eck Funds.

     

     

    (b)

    The following table presents certain information with respect to each director and officer of Van Eck Securities Corporation for the fiscal year ended December 31, 2008:


     

     

     

     

     

    NAME AND PRINCIPAL
    BUSINESS ADDRESS

     

    POSITIONS AND OFFICES
    WITH UNDERWRITER

     

    POSITIONS AND OFFICES WITH
    REGISTRANT


     


     


    Thomas K. Lynch
    335 Madison Avenue, 19th Floor, New York, New York 10017

     

    Chief Compliance Officer

     

    Chief Compliance Officer

     

     

     

     

     

    Joseph J. McBrien
    335 Madison Avenue, 19th Floor, New York, New York 10017

     

    Senior Vice President and Secretary

     

    Senior Vice President and Secretary

     

     

     

     

     

    Bruce J. Smith
    335 Madison Avenue, 19th Floor, New York, New York 10017

     

    Senior Vice President, Chief Financial Officer, Treasurer and Controller

     

    Senior Vice President and Chief Financial Officer

     

     

     

     

     

    Jan F. van Eck
    335 Madison Avenue, 19th Floor, New York, New York 10017

     

    Director and Executive Vice President

     

    President, Chief Executive Officer and Trustee

     

     

     

     

     

    Derek S. van Eck
    335 Madison Avenue, 19th Floor, New York, New York 10017

     

    Director and Executive Vice President

     

    Executive Vice President

    5


     

     

    (c)

    Not Applicable


     

     

    ITEM 28.

    LOCATION OF ACCOUNTS AND RECORDS.

              The location of accounts, books and other documents required to be maintained pursuant to Section 31(a) of the Investment Company Act of 1940, as amended, and the Rules promulgated thereunder is set forth below.

              Accounts, books and documents maintained pursuant to 17 CFR 270 31a-1(b)(1), 31a-1(b)(2)(i), 31a-1(b)(2)(ii), 31a-1(b)(2)(iii), 31a-1(b)(4), 31a-1(b)(5), 31a-1(b)(6), 31a-1(b)(7), 31a-1(b)(8), 31a-1(b)(9), 31a-1(b)(10), 31a-1(b)(11), 31a-1(b)(12), 31a-1(d), 31a-1(f), 31a-2(a)(1) and 31a-2(e) are located at Van Eck Associates Corporation, 335 Madison Avenue, 19th Floor, New York, New York 10017

              Accounts, books and documents maintained pursuant to 17 CFR 270 31a-2(c) are located at Van Eck Securities Corporation, 335 Madison Avenue, 19th Floor, New York, New York 10017.

              Accounts, books and documents relating to the custodian are located at State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110,

              Accounts, books and documents maintained pursuant to 17 CFR 270 31a-1(b)(2)(iv) and 31a-2(a)(1) are located at DST Systems, Inc., 21 West Tenth Street, Kansas City, MO 64105.

              Accounts, books and documents maintained pursuant to 17 CFR 270 31a-1(b)(3), 31a-1(c), 31a-1(e), 31a-2(b), 31a-2(d) and 31a-3 are not applicable to the Registrant. All other records are maintained at the offices of the Registrant at 335 Madison Avenue, 19th Floor, New York, New York 10017.

     

     

    ITEM 29.

    MANAGEMENT SERVICES.

     

     

    None

     

     

    ITEM 30.

    UNDERTAKINGS.

     

     

    Not applicable.

    6


    SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York on the 3 rd day of April, 2009.

    VAN ECK FUNDS

     

     

    By:

    /s/ Derek S. van Eck*

     


    Name: Derek S. van Eck

     

    Title: President & Chief Executive Officer

              Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the date indicated.

     

     

     

     

     

    /s/ Derek S. van Eck*

     

    Chief Executive Officer & President

     

    April 3, 2009


     

    Derek S. van Eck

     

     

     

     

     

     

    /s/ Bruce J. Smith*

     

    Senior Vice President & Chief Financial Officer

     

    April 3, 2009


     

     

     

     

    Bruce J. Smith

     

     

     

     

     

     

     

     

     

    /s/ Jane DiRenzo Pigott*

     

     

     

     


     

    Trustee

     

    April 3, 2009

    Jane DiRenzo Pigott

     

     

     

     

     

     

     

     

     

    /s/ Jon Lukomnik*

     

     

     

     


     

    Trustee

     

    April 3, 2009

    Jon Lukomnik

     

     

     

     

     

     

     

     

     

    /s/ Wayne H. Shaner*

     

     

     

     


     

    Trustee

     

    April 3, 2009

    Wayne H. Shaner

     

     

     

     

     

     

     

     

     

    /s/ R. Alastair Short*

     

     

     

     


     

    Trustee

     

    April 3, 2009

    R. Alastair Short

     

     

     

     

     

     

     

     

     

    /s/ Richard D. Stamberger*

     

     

     

     


     

    Trustee

     

    April 3, 2009

    Richard D. Stamberger

     

     

     

     

     

     

     

     

     

    /s/ Robert L. Stelzl*

     

     

     

     


     

    Trustee

     

    April 3, 2009

    Robert L. Stelzl

     

     

     

     


     

     

     

    Van Eck Funds

     

     

     

    *BY:

     

    /s/ Jonathan R. Simon

     

     


     

     

    Jonathan R. Simon

     

     

    Attorney-in-Fact



    EXHIBITS

     

     

    (a)(23)

    Amendment No. 22 to Amended and Restated Master Trust Agreement

     

     

    (a)(24)

    Amendment No. 23 to Amended and Restated Master Trust Agreement

     

     

    (d)(4)

    Form of Advisory Agreement with respect to Multi-Manager Alternatives Fund

     

     

    (d)(5)(i)

    Form of Sub-Advisory Agreement with respect to Multi-Manager Alternatives Fund

     

     

    (d)(5)(ii)

    Schedule of Parties to Sub-Advisory Agreements with respect to Multi-Manager Alternatives Fund

     

     

    (e)(5)

    Form of Letter Agreement adding Class A shares and Class I shares of Multi-Manager Alternatives Fund to Distribution Agreement

     

     

    (h)(8)

    Form of Participation Agreement with Unaffiliated Fund Complexes

     

     

    (i)(3)

    Opinion and Consent of Counsel

     

     

    (j)(2)

    Power of Attorney (Derek S. van Eck)

     

     

    (m)(3)

    Amended Exhibit A to Plan of Distribution Pursuant to Rule 12b-1 for Class A shares

     

     

    (p)(2)

    Codes of Ethics of Clutterbuck Capital Management LLC, Columbus Circle Investors, Dix Hills Partners, LLC, Explorer Alternative Management, LLC and Tetra Capital Management LLC



     

    Exhibit (a)(23)

     

    VAN ECK FUNDS

     

    AMENDMENT NO. 22

     

    TO

     

    THE AMENDED AND RESTATED MASTER TRUST AGREEMENT

              Amendment No. 22 to the Amended and Restated Master Trust Agreement dated February 6, 1992, as amended (the “Agreement”) of Van Eck Funds (the “Trust”), made at New York, New York, this 22 nd day of Janaury, 2009.

    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 so 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, Section 4.1 of the Agreement provides that the Trustees of the Trust may establish and designate Sub-Trusts of the Trust and classes thereof; and

              WHEREAS, a majority of the Trustees have voted to establish a new Sub-Trust of the Trust, which is designated as Absolute Return Fund, and to establish three classes of Shares of such new Sub-Trust, which are designated as Class A, Class C and Class I; and

              WHEREAS, a majority of Trustees have duly approved 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 Agreement is hereby amended as follows:

    Section 4.2. ESTABLISHMENT AND DESIGNATION OF SUB-TRUSTS. Without limiting the authority of the Trustees set forth in Section 4.1 to establish and designate any further Sub-Trusts, the Trustees hereby establish and designate the following four Sub-Trusts: Absolute Return Fund (Class A, Class C and Class I), Emerging Markets Fund (Class A, Class C and Class I), Global Hard Assets Fund (Class A, Class C and Class I) and International Investors Gold Fund (Class A, Class C and Class I). Shares of such Sub-Trust and any Shares of any further Sub-Trusts that may from time to time be established and designated by the Trustees shall, unless the Trustees otherwise determine with respect to some further Sub-Trust at the time of establishing and designating the same, have the same relative rights and preferences.

              The undersigned hereby certifies that the Amendment set forth above has been duly adopted in accordance with the provisions of the Agreement.


    [SIGNATURE PAGE FOLLOWS]


              IN WITNESS WHEREOF, the undersigned has hereto set his hands as of the day and year first above written.

     

     

     

     

     

    s/s Joseph J. McBrien

     

     


     

     

    Joseph J. McBrien, Secretary

    STATE OF NEW YORK

    )

     

     

    )

     

    COUNTY OF NEW YORK

    )

     

              Then personally appeared the above-named Joseph J. McBrien and acknowledged this instrument to be his/her free act and deed this 22 nd day of January, 2009.

     

    s/s Alison Y. Emanuel


    Notary Public, State of new York

    NO. 01EM5077310

    Qualified in Queens County

    Commission Expires May 5, 2011




     

    Exhibit (a)(24)

     

    VAN ECK FUNDS

     

    AMENDMENT NO. 23

     

    TO

     

    THE AMENDED AND RESTATED MASTER TRUST AGREEMENT

              Amendment No. 23 to the Amended and Restated Master Trust Agreement dated February 6, 1992, as amended (the “Agreement”) of Van Eck Funds (the “Trust”), made at New York, New York, this 12 th day of Februsary, 2009.

    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 so 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, Section 4.1 of the Agreement provides that the Trustees of the Trust may establish and designate Sub-Trusts of the Trust and classes thereof; and

              WHEREAS, a majority of the Trustees have voted to establish a new Sub-Trust of the Trust, which is designated as Multi-Manager Alternatives Fund, and to establish two classes of Shares of such new Sub-Trust, which are designated as Class A and Class I; and

              WHEREAS, a majority of Trustees have duly approved 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 Agreement is hereby amended as follows:

    Section 4.2. ESTABLISHMENT AND DESIGNATION OF SUB-TRUSTS. Without limiting the authority of the Trustees set forth in Section 4.1 to establish and designate any further Sub-Trusts, the Trustees hereby establish and designate the following four Sub-Trusts: Emerging Markets Fund (Class A, Class C and Class I), Global Hard Assets Fund (Class A, Class C and Class I), International Investors Gold Fund (Class A, Class C and Class I) and Multi-Manager Alternatives Fund (Class A and Class I). Shares of such Sub-Trust and any Shares of any further Sub-Trusts that may from time to time be established and designated by the Trustees shall, unless the Trustees otherwise determine with respect to some further Sub-Trust at the time of establishing and designating the same, have the same relative rights and preferences.


              The undersigned hereby certifies that the Amendment set forth above has been duly adopted in accordance with the provisions of the Agreement.

    [SIGNATURE PAGE FOLLOWS]


              IN WITNESS WHEREOF, the undersigned has hereto set his hands as of the day and year first above written.

     

     

     

     

     

    s/s Joseph J. McBrien

     

     


     

     

    Joseph J. McBrien, Secretary

    STATE OF NEW YORK

    )

     

     

    )

     

    COUNTY OF NEW YORK

    )

     

              Then personally appeared the above-named Joseph J. McBrien and acknowledged this instrument to be his/her free act and deed this 12 th day of February, 2009.

     

    s/s Alison Y. Emanuel


    Notary Public, State of new York

    NO. 01EM5077310

    Qualified in Queens County

    Commission Expires May 5, 2011



    Exhibit (d)(4)

    FORM OF
    INVESTMENT ADVISORY AGREEMENT

    AGREEMENT made this ___ day of September, 2008 between Van Eck Associates Corporation, a corporation organized under the laws of the State of Delaware and having its principal place of business in New York, New York (the “Adviser”), and Van Eck Funds, a Massachusetts business trust having its principal place of business in New York, New York (the “Trust”).

    WHEREAS, the Trust is engaged in business as an open-end investment company and is so registered under the Investment Company Act of 1940 (the “1940 Act”); and

    WHEREAS, the Adviser is engaged principally in the business of rendering investment management services and is registered under the Investment Advisers Act of 1940; and

    WHEREAS, the Trust is authorized to issue an unlimited number of shares with each series; and in separate series representing interests in a separate portfolio of securities and other assets; and

    WHEREAS, the Trust intends to offer its shares in one or more such series, as listed in Exhibit A hereto, which may be amended from time to time to add or remove a series (each a “Fund”), and invest the proceeds in securities, the Trust desires to retain the Adviser to render investment advisory and accounting and administrative services hereunder and with respect to which the Adviser is willing so to do;

    NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the parties hereto as follows:

     

     

    1.

    APPOINTMENT OF ADVISER

     

     

    The Trust hereby appoints the Adviser to act as investment Adviser and administrator to the Fund for the period and on the terms herein set forth. The Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.

     

     

    2.

    DUTIES OF ADVISER

     

     

    The Adviser, at its own expense, shall furnish the following services and facilities to the Trust:

     

     

    (a)

    Investment Program .

    The Adviser will (i) furnish continuously an investment program for the Fund (ii) determine (subject to the overall supervision and review of the Board of Trustees of the Trust) what investments shall be purchased, held, sold or exchanged (including determining in which registered investment companies (“RICs”) or other securities the assets of the Fund will be invested and determining the percentage of the Fund’s assets that will be invested in each such RIC and other security) and what portion, if any, of the assets of the Fund shall be held uninvested, (iii) make changes on behalf of the Trust in the investments; (iv) make


    recommendations to the Board of Trustees on the employment, retention and termination of investment sub-advisers to the Fund (a “Sub-Adviser”); and (v) periodically monitor the investment performance of the Sub-Advisers. The Adviser also will manage, supervise and conduct such other affairs and business of the Trust and matters incidental thereto, as the Adviser and the Trust agree, subject always to the control of the Board of Trustees of the Trust and to the provisions of the Master Trust Agreement of the Trust, the Trust’s By-Laws and the 1940 Act.

     

     

     

    (b)

    Accounting and Administrative Services

     

     

     

    (i)

    The Adviser, at its own expense, will perform the following accounting functions on an ongoing basis:

     

     

     

     

    (1)

    Journalize the Fund’s investment, capital share and income and expense activities;

     

     

     

     

    (2)

    Verify investment buy/sell trade tickets when received from the Fund and transmit trades to the Trust’s custodian for proper settlement;

     

     

     

     

    (3)

    Maintain individual ledgers for investment securities;

     

     

     

     

    (4)

    Reconcile cash and investment balances with the Trust’s custodian, and provide the Fund with the beginning cash balance available for investment purposes;

     

     

     

     

    (5)

    Update the cash availability throughout the day as required by the Fund;;

     

     

     

     

    (6)

    Posy to and prepare the Fund’s Statement of Assets and Liabilities and the Statement of Operations;

     

     

     

     

    (7)

    Calculate various contractual expenses (e.g., transfer agency fees);

     

     

     

     

    (8)

    Control all disbursements and authorize such disbursements upon written instructions from authorized officers and agents;

     

     

     

     

    (9)

    Calculate capital gains and losses;

     

     

     

     

    (10)

    Determine the net income;

     

     

     

     

    (11)

    Obtain security prices, at the Fund’s expense, to calculate the market value of the Fund’s investments;

     

     

     

     

    (12)

    Delivery a copy of the daily portfolio valuation to the Fund;

     

     

     

     

    (13)

    Compute the Fund’s net asset value;

     

     

     

     

    (14)

    Compute the Fund’s yields, total return, expense ratios, and portfolio turnover rate;

     

     

     

     

    (15)

    Monitor the expense accruals and notify the Fund of any proposed adjustments; and




     

     

     

     

    (16)

    Prepare periodic unaudited financial statements.

     

     

     

    (ii)

    In addition to the accounting services described in the foregoing Paragraph 2(b)(i), the Adviser will, at the Fund’s expense, provide or arrange for the following services for the Fund:

     

     

     

     

    (1)

    Prepare periodic audited financial statements;

     

     

     

     

    (2)

    Supply various statistical data as requested by the Board of Trustees of the Trust on an ongoing basis;

     

     

     

     

    (3)

    Prepare for execution and file the Federal and state tax returns;

     

     

     

     

    (4)

    Prepare and file the Semi-Annual Reports with the SEC on Form N-SAR;

     

     

     

     

    (5)

    Prepare and file with the Securities and Exchange Commission the Trust’s annual, semi-annual, and quarterly shareholder reports;

     

     

     

     

    (6)

    File registration statements on form N-1A and other filings relating to the registration of Shares;

     

     

     

     

    (7)

    Monitor the Fund’s status as a regulated investment company under Sub-Chapter M of the Internal Revenue Code of 1986, as amended;

     

     

     

     

    (8)

    Maintain the Fund’s fidelity bond as required by the 1940 Act;

     

     

     

     

    (9)

    Prepare materials for and record the proceedings of, in conjunction with the officers of the Trust, the meetings of the Trust’s Board of Trustees; and

     

     

     

     

    (10)

    Prepare any other regulatory reports to and for any federal, local or state agency as may be required.

     

     

     

    In carrying out its duties hereunder, as well as any other activities undertaken on behalf of the Fund pursuant to this Agreement, the Adviser shall at all times be subject to the control and direction of the Board of Trustees of the Trust.

     

     

     

    (c)

    Office Space and Facilities .

     

     

     

    The Adviser will arrange to furnish the Trust office space in the offices of the Adviser, or in such other place or places as may be agreed upon from time to time, and all necessary office facilities, simple business equipment, supplies, utilities, and telephone service required for managing the investments of the Trust.

     

     

     

    (d)

    Personnel .

     

     

     

    The Adviser shall provide executive and clerical personnel for managing the investments of the Trust, and




     

     

     

    shall compensate officers and Trustees of the Trust if such persons are also employees of the Adviser or its affiliates, except as otherwise provided herein.

     

    (e)

    Portfolio Transactions .

     

     

     

    The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Trust with brokers or dealers selected by the Adviser, although the Trust will pay the actual brokerage commissions on portfolio transactions in accordance with Paragraph 3(d). In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek on behalf of the Trust the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Trust and/or the other accounts over which the Adviser or an affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised by the Adviser or its affiliates. Nothing in this Agreement shall preclude the combining of orders for the sale or purchase of securities or other investments with other accounts managed by the Adviser or its affiliates provided that the Adviser does not favor any account over any other account and provided that any purchase or sale orders executed contemporaneously shall be allocated in a manner the Adviser deems equitable among the accounts involved.

     

     

     

    (f)

    Right to Receive Advice .

     

     

     

     

    (i)

    Advice of the Fund . If the Adviser shall be in doubt as to any action to be taken or omitted by it, it may request, and shall receive, from the Fund directions or advice.

     

     

     

     

    (ii)

    Advice of Counsel . If the Adviser or the Fund shall be in doubt as to any question of law involved in any action to be taken or omitted by the Adviser, it may request advice at the Fund’s cost from counsel of its own choosing (who may be counsel for the Adviser or the Trust, at the option of the Adviser).

     

     

     

     

    (iii)

    Protection of the Adviser . The Adviser shall be protected in any action or inaction which it takes in reliance on any directions or advice received pursuant to subsections (i) or (ii) of this paragraph which the Adviser, after receipt of any such directions or advice in good faith believes to be consistent with such directions or advice as the case may be. However, nothing in this paragraph shall be construed as imposing upon the Adviser any obligation (i) to seek such directions, or advice or (ii) to act in accordance with such directions or advice when received. Nothing in this subsection shall excuse the Adviser when an action or omission on the part of the Adviser constitutes willful misfeasance, bad faith, gross negligence or reckless disregard by the Adviser of its duties under this Agreement.




     

     

     

    3.

    EXPENSES OF THE TRUST

     

     

     

    The Adviser shall not bear the responsibility for or expenses associated with operational, accounting or administrative services on behalf of the Trust not expressly assumed by the Adviser hereunder. The expenses to be borne by the Trust include, without limitation:

     

     

     

     

    (a)

    charges and expenses of any registrar, stock, transfer or dividend disbursing agent, custodian, depository or other agent appointed by the Trust for the safekeeping of its cash, portfolio securities and other property;

     

     

     

     

    (b)

    general operational, administrative and accounting costs, such as the costs of calculating the Trust’s net asset value, the preparation of the Trust’s tax filings with relevant authorities and of compliance with any and all regulatory authorities;

     

     

     

     

    (c)

    charges and expenses of auditors and outside accountants;

     

     

     

     

    (d)

    brokerage commissions for transactions in the portfolio securities of the Trust;

     

     

     

     

    (e)

    all taxes, including issuance and transfer taxes, and corporate fees payable by the Trust to Federal, state or other U.S. or foreign governmental agencies;

     

     

     

     

    (f)

    the cost of stock certificates representing shares of the Trust;

     

     

     

     

    (g)

    expenses involved in registering and maintaining registrations of the Trust and of its shares with the Securities and Exchange Commission and various states and other jurisdictions, if applicable;

     

     

     

     

    (h)

    all expenses of shareholders’ and Trustees’ meetings, including meetings of committees, and of preparing, setting in type, printing and mailing proxy statements, quarterly reports, semi-annual reports, annual reports and other communications to shareholders;

     

     

     

     

    (i)

    all expenses of preparing and setting in type offering documents, and expenses of printing and mailing the same to shareholders (but not expenses of printing and mailing of offering documents and literature used for any promotional purposes);

     

     

     

     

    (j)

    compensation and travel expenses of Trustees who are not “interested persons” of the Adviser within the meaning of the 1940 Act;

     

     

     

     

    (k)

    the expense of furnishing, or causing to be furnished, to each shareholder statements of account;

     

     

     

     

    (l)

    charges and expenses of legal counsel in connection with matters relating to the Trust, including, without limitation, legal services rendered in connection with the Trust’s




     

     

     

     

     

    corporate and financial structure, day to day legal affairs of the Trust and relations with its shareholders, issuance of Trust shares, and registration and qualification of securities under Federal, state and other laws;

     

     

     

     

    (m)

    the expenses of attendance at professional meetings of organizations such as the Investment Company Institute by officers and Trustees of the Trust, and the membership or association dues of such organizations;

     

     

     

     

    (n)

    the cost and expense of maintaining the books and records of the Trust;

     

     

     

     

    (o)

    the expense of obtaining and maintaining a fidelity bond as required by Section 17(g) of the 1940 Act and the expense of obtaining and maintaining an errors and omissions policy;

     

     

     

     

    (p)

    interest payable on Trust borrowing;

     

     

     

     

    (q)

    postage; and

     

     

     

     

    (r)

    any other costs and expenses incurred by the Adviser for Trust operations and activities, including but not limited to the organizational costs of the Trust if initially paid by the Adviser.

     

     

     

    4.

    COMPENSATION

     

     

     

    For the services and facilities to be provided to the Trust by the Adviser as provided in Paragraph 2 hereof, the Trust shall pay the Adviser a fee at the annual rate set forth in Exhibit A (“Annual Fee”). The Trust shall pay such amounts monthly, based on the Fund’s average daily net assets, as reflected in the books and records of the Trust in accordance with procedures established from time to time by or under the direction of the Board of Trustees of the Trust.

     

     

     

    5.

    RELATIONS WITH TRUST

     

     

     

    Subject to and in accordance with the Amended and Restated Master Trust Agreement and By-Laws of the Trust and the Articles of Incorporation and By-Laws of the Adviser, respectively, it is understood (i) that Trustees, officers, agents and shareholders of the Trust are or may be interested in the Adviser (or any successor thereof) as directors, officers, or otherwise; (ii) that directors, officers, agents and shareholders of the Adviser are or may be interested in the Trust as Trustees, officers, shareholders or otherwise; and (iii) that the Adviser (or any such successor) is or may be interested in the Trust as a shareholder or otherwise and that the effect of any such adverse interests shall be governed by said Amended and Restated Master Trust Agreement and By-Laws.

     

     

     

    6.

    LIABILITY OF ADVISER AND OFFICERS AND TRUSTEES OF THE TRUST

     

     

     

    Neither the Adviser nor its officers, directors, employees, agents or controlling persons or assigns shall be liable for any error of judgment or law, or for any loss suffered by the Trust or its shareholders in




     

     

     

    connection with the matters to which this Agreement relates, except that no provision of this Agreement shall be deemed to protect the Adviser or such persons against any liability to the Trust or its shareholders to which the Adviser might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement.

     

     

     

    7.

    DURATION AND TERMINATION OF THIS AGREEMENT

     

     

     

    (a)

    Duration .

     

     

     

    This Agreement shall become effective on the date hereof for the Initial Series. Unless terminated as herein provided, this Agreement shall remain in full force and effect until July 31, 2009 and shall continue in full force and effect for periods of one year thereafter so long as such continuance is approved at least annually (i) by either the Trustees of the Trust or by vote of a majority of the outstanding voting shares (as defined in the 1940 Act) of the Trust, and (ii) in either event by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval.

     

     

     

    (b)

    Termination .

     

     

     

    This Agreement may be terminated at any time, without payment of any penalty, by vote of the Trustees of the Trust or by vote of a majority of the outstanding shares (as defined in the 1940 Act), or by the Adviser, on sixty (60) days written notice to the other party.

     

     

     

    (d)

    Automatic Termination .

     

     

     

    This Agreement shall automatically and immediately terminate in the event of its assignment.

     

     

     

    8.

    PRIOR AGREEMENT SUPERSEDED

     

     

     

    This Agreement supersedes any prior agreement relating to the subject matter hereof between the parties.

     

     

     

    9.

    SERVICES NOT EXCLUSIVE

     

     

     

    The services of the Adviser to the Trust hereunder are not to be deemed exclusive, and the Adviser shall be free to render similar services to others and to engage in other activities.




     

     

     

    10.

    LIMITATION OF LIABILITY

     

     

     

    The term “Van Eck Funds” means and refers to the Trustees from time to time serving under the Amended and Restated Master Trust Agreement of the Trust dated February 6, 1992, as the same may subsequently thereto have been, or subsequently hereto be amended. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any Trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the assets and property of the Trust, as provided in the Amended and Restated Master Trust Agreement of the Trust.

     

     

     

    11.

    MISCELLANEOUS

     

     

     

    (a)

    This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

     

     

     

    (b)

    If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

     

     

     

    12.

    NAME OF TRUST

     

     

     

    The Trust agrees and acknowledges that the Adviser is the owner of the name and mark “Van Eck” and that all use of any designation comprised in whole or part of Van Eck (a “Van Eck Mark”) under this Agreement shall inure to the benefit of the Adviser. Upon termination of this Agreement for any reason, the Trust shall cease all use of any Van Eck Mark(s) as soon as reasonably practicable.

              IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

     

     

     

     

       VAN ECK FUNDS

     

     

     

     

    By:

     

     

     


     

    Name:

     

     

    Title:

     

     

     

     

     

       VAN ECK ASSOCIATES CORPORATION

     

     

     

     

    By:

     

     

     


     

    Name:

     

     

    Title:

     



    EXHIBIT A

    1. Van Eck Absolute Return Fund

    Annual Advisory Fee
    (as a % of average daily net assets)

     

     

    a.

    _____% of the total value of all assets managed by Sub-Advisers and investments (except as described immediately below) made at the sole direction of the Adviser; and

     

     

    b.

    _____% of the total value of all shares of RICs acquired by the Fund at the sole direction of the Adviser.



    Exhibit (d)(5)(i)

    SUB-INVESTMENT ADVISORY AGREEMENT

    AGREEMENT made as of the ____ day of ______, 2009 by and between ________, a corporation organized under the laws of the State of Delaware and having its principal place of business in _____, _____ (the “Sub-Advisor”) and Van Eck Associates Corporation, a corporation organized under the laws of the State of Delaware and having its principal place of business in New York, New York (the “Advisor”).

    WHEREAS, Van Eck Funds (the “Trust”) is engaged in business as an open-end investment company and is so registered under the Investment Company Act of 1940, as it is amended from time to time (“1940 Act”); and

    WHEREAS, the Sub-Advisor is engaged principally in the business of rendering investment management services and is registered under the Investment Advisers Act of 1940, as it is amended from time to time (“Advisors Act”); and

    WHEREAS, the Trust is authorized to issue shares of beneficial interest in separate series with each such series representing interests in a separate portfolio of securities and other assets; and

    WHEREAS, the Trust offers shares in one of such series, namely, ________ (the “Fund”) and invests the proceeds in securities and other assets; and

    WHEREAS, the Trust has retained the Advisor to render management and advisory services; and

    WHEREAS, the Advisor desires to retain the Sub-Advisor to render investment advisory and other services hereunder to the Fund in respect to the portion of the Fund’s assets as may, from time to time, be allocated by the Advisor to the Sub-Advisor (the “Allocated Assets”) and the Sub-Advisor is willing to do so.

    NOW, THEREFORE, WITNESSETH:

    That it is hereby agreed between the parties hereto as follows:

     

     

    1.

    APPOINTMENT OF SUB-ADVISOR

              With respect to the Allocated Assets the Advisor hereby appoints the Sub-Advisor to act as investment advisor to the Fund for the period and on the terms herein set forth. The Sub-Advisor accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. So long as the Sub-Advisor serves as investment advisor to the Fund pursuant to this Agreement, the obligation of the Advisor under this Agreement with respect to the Fund shall be, subject in any event to the control of the Board of Trustees of the Trust (the “Board”), to allocate and reallocate the Fund’s assets among the Sub-Advisor, the Advisor and other sub-advisors as the Advisor, in its sole discretion, deems appropriate. Advisor will determine and review with Sub-Advisor the investment policies of the Fund; and, with respect to the Allocated Assets, the Sub-Advisor shall have the obligation of furnishing continuously an investment program and making investment decisions for the Fund, adhering to applicable investment objectives, policies and restrictions and placing all orders for the purchase and sale of portfolio securities for the Fund and such other services set forth in Section 2 hereof. The Advisor will compensate the Sub-Advisor for its services to the Fund. The Advisor or the Fund, subject to the terms of this Agreement, may terminate the services of the Sub-Advisor at any time in their sole discretion, and the


    Advisor shall at such time assume the responsibilities of the Sub-Advisor unless and until a successor investment advisor is selected.

     

     

    2.

    DUTIES OF SUB-ADVISOR

              With respect to the Allocated Assets only, the Sub-Advisor, at its own expense, shall furnish the following services and facilities to the Trust:

    (a) Investment Program. The Sub-Advisor will (i) furnish continuously an investment program for the Fund, (ii) determine (subject to the overall supervision and review of the Board and the Advisor) what investments shall be purchased, held, sold or exchanged and what portion, if any, of the Allocated Assets shall be held uninvested, and (iii) make changes on behalf of the Fund in the investments. The Sub-Advisor will provide the services hereunder in accordance with the Fund’s investment objectives, policies and restrictions as stated in the then current prospectus and statement of additional information which is part of the Trust’s Registration Statement filed with the Securities and Exchange Commission, as amended from time to time, (together, the “Registration Statement”) and pursuant to any written guidelines provided by the Advisor, along with copies of the Trust’s Amended and Restated Master Trust Agreement and By-Laws as they may be amended from time to time, copies of which shall be sent to the Sub-Advisor by the Advisor. The Sub-Advisor also will manage, supervise and conduct such other affairs and business of the Trust and matters incidental thereto, as the Sub-Advisor and the Trust agree, subject always to the control of the Board and to the provisions of the Trust’s Amended and Restated Master Trust Agreement, the Trust’s By-Laws and the 1940 Act. The Sub-Advisor will provide the services under this Agreement so that the Allocated Assets will qualify as a regulated investment company under sub-chapter M of the Internal Revenue Code of 1986, as it may be amended from time to time. With respect to the services provided by the Sub-Advisor under this Agreement, it shall be responsible for compliance with all applicable laws, rules and regulations. Sub-Advisor will adopt, or has adopted, and will maintain procedures reasonably designed to ensure compliance.

    (b) Office Space and Facilities. The Sub-Advisor will arrange to furnish office space, all necessary office facilities, simple business equipment, supplies, utilities, and telephone service required for managing the Allocated Assets.

    (c) Personnel. The Sub-Advisor shall provide executive and clerical personnel for managing the Allocated Assets, and shall compensate officers and Trustees of the Trust or Fund if such persons are also employees of the Sub-Advisor or its affiliates, except as otherwise provided herein.

    (d) Portfolio Transactions . All orders placed by the Sub-Advisor for the purchase and sale of portfolio securities shall be for the account of the Fund with brokers or dealers selected by the Sub-Advisor. Although the Fund will pay the actual transaction costs, including without limitation brokerage commissions on portfolio transactions in accordance with this Paragraph 2(d). In executing portfolio transactions and selecting brokers or dealers, the Sub-Advisor will use its best efforts to seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Advisor shall consider all factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Sub-Advisor may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub- Advisor or an affiliate of the Sub-Advisor in respect of accounts over which it exercises investment discretion. The Sub-Advisor is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction which is in excess of the amount of


    commission another broker or dealer would have charged for effecting that transaction if the Sub-Advisor determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised by the Sub-Advisor or its affiliates. Nothing in this Agreement shall preclude the combining of orders for the sale or purchase of securities or other investments with other accounts managed by the Sub-Advisor or its affiliates provided that the Sub-Advisor does not favor any account over any other account and provided that any purchase or sale orders executed contemporaneously shall be allocated in an equitable manner among the accounts involved in accordance with procedures adopted by the Sub-Advisor. The Sub-Adviser is authorized to allocate the orders placed by it on behalf of the Fund to the Advisor, Sub-Advisor, or another of the Fund’s Sub-Advisor, or affiliate thereof that is registered as a broker-dealer with the SEC, in compliance with Rule 17e-1 procedures that the Trust’s Board of Trustees shall adopt from time to time. The Sub-Adviser agrees that it will not consult with any other investment adviser to the Fund concerning transactions on behalf of the Fund.

    (e) In connection with the purchase and sale of securities for the Fund, the Sub-Advisor will arrange for the transmission to the custodian and record keeping agent for the Trust on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Fund, as may be reasonably necessary to enable the custodian and record keeping agent to perform its administrative and record keeping responsibilities with respect to the Allocated Assets. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Sub-Advisor will arrange for the automatic transmission of the confirmation of such trades to the Fund’s custodian and record keeping agent.

    (f) The Sub-Advisor will monitor on a daily basis the determination by the custodian and record keeping agent for the Fund of the valuation of portfolio securities and other investments. The Sub-Advisor, or its agent, will assist the custodian and record keeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Trust, the value of any portfolio securities or other assets for which the custodian and record keeping agent seek assistance from, or identifies for review, the Sub-Advisor. The Sub-Advisor, or its agent, shall assist the Board in determining fair value of such securities or assets for which market quotations are not readily available.

    (g) The Sub-Advisor, or its agent, will provide the Trust or the Advisor with all of the Fund’s investment records and ledgers maintained by the Sub-Advisor (which shall not include the records and ledgers maintained by the custodian and record keeping agent for the Trust) as are necessary to assist the Trust and the Advisor to comply with requirements of the 1940 Act and the Advisers Act as well as other applicable laws and may retain a copy. The Sub-Advisor, or its agent, will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations.

    (h) The Sub-Advisor will provide reports to the Board for consideration at meetings of the Board on the investment program for the Fund and the issues and securities represented in the Fund’s portfolio, and will furnish the Board with respect to the Fund such periodic and, at the Fund’s expense, special reports as the Trustees or the Advisor may reasonably request.

    (i) In managing the Fund and carrying out its obligations under this Agreement, the Sub-Advisor shall be entitled to receive and act upon advice of counsel to the Trust, counsel to the Advisor or counsel to the Sub-Advisor.


     

     

    3.

    EXPENSES OF THE TRUST

    Except as provided in sections 2(d) and (h) above, the Sub-Advisor shall assume and pay all of its own costs and expenses related to providing an investment program for the Fund. The Fund shall be responsible for all its own expenses.

     

     

    4.

    SUB-ADVISORY FEE

    For the services and facilities to be provided to the Fund by the Sub-Advisor as provided in Paragraph 2 hereof, the Advisor shall pay the Sub-Advisor a fee, payable monthly, at the annual rate of ____% of the Fund’s average daily net Allocated Assets from the Advisory fee it receives from the Fund, as determined by the Trust or its third party administrator in accordance with procedures established, from time to time, by or under the direction of the Board. The Trust shall not be liable for the obligation of the Advisor to make payment to the Sub-Advisor.

     

     

    5.

    REPRESENTATIONS, COVENANTS AND WARRANTIES

     

     

    (a)

    The Advisor hereby represents and warrants as follows:


     

     

     

     

    (1)

    That it is registered with the Securities and Exchange Commission as an investment advisor under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder;

     

     

     

     

    (2)

    That it has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement; and

     

     

     

     

    (3)

    Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject.

     

     

     

    (b)

    The Advisor hereby covenants and agrees that, so long as this Agreement shall remain in effect:

     

     

     

     

    (1)

    It shall maintain its registration in good standing as an investment adviser under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder;

     

     

     

     

    (2)

    Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject; and

     

     

     

     

    (3)

    It shall at all times fully comply with the Advisers Act, the 1940 Act, all applicable rules and regulations under such Acts and all other applicable law.

     

     

     

    (c)

    The Sub-Advisor hereby represents and warrants, with respect to the Allocated Assets, as follows:



     

     

     

     

    (1)

    That it is registered with the Securities and Exchange Commission as an investment advisor under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder;

     

     

     

     

    (2)

    That it has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement; and

     

     

     

     

    (3)

    Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject.

     

     

     

    (d)

    The Sub-Advisor hereby covenants and agrees, with respect to the Allocated Assets, that, so long as this Agreement shall remain in effect:

     

     

     

     

    (1)

    It shall maintain its registration in good standing as an investment advisor under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder;

     

     

     

     

    (2)

    Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject;

     

     

     

     

    (3)

    It shall at all times fully comply with the Advisers Act, the 1940 Act, all applicable rules and regulations under such Acts and all other applicable law; and

     

     

     

     

    (4)

    It shall promptly notify the Advisor and the Fund upon occurrence of any event that might disqualify or prevent it from performing its duties under this Agreement. It further agrees to notify the Advisor and the Fund promptly with respect to written material that has been provided to the Fund or the Advisor by the Sub-Advisor for inclusion in the Registration Statement, or any supplement or amendment thereto, or, if written material has not been provided, with respect to the information pertaining to the Sub-Advisor or Sub-Advisor’s services under this Agreement contained in the Registration Statement, or any supplement or amendment thereto, reviewed by the Sub-Advisor, in either case, of any untrue statement of a material fact or of any omission of any statement of a material fact which is required to be stated therein or is necessary to make the statements contained therein not misleading

     

     

     

    6.

    TRUST TRANSACTIONS

              The Sub-Advisor agrees that neither it nor any of its officers, directors, employees or agents will take any long- or short-term position in the shares of the Trust; provided, however, that such prohibition shall not prevent the purchase of shares of the Trust by any of the persons above described for their account and for investment at the price (net asset value) at which such shares are available to the public at the time of purchase or as part of the initial capital of the Trust.

     

     

    7.

    RELATIONS WITH TRUST

              Subject to and in accordance with the Amended and Restated Master Trust Agreement and By-Laws of the Trust, the Articles of Incorporation and By-Laws of the Advisor, governing documents of the Sub-Advisor and any applicable law, rule or regulation, it is understood (i) that Trustees, officers, agents and shareholders of the Trust are or may be interested in the Sub-Advisor (or any successor thereof) as directors, officers, or otherwise; (ii) that directors, officers, agents and shareholders of the Sub-Advisor are or may be interested in the Trust as Trustees, officers, shareholders or otherwise; and (iii) that the Sub-Advisor is or may be interested in the Trust as a shareholder or otherwise and that the effect of any


    such adverse interests shall be governed by said Amended and Restated Master Trust Agreement, By-Laws and any applicable law, rule or regulation.

     

     

    8.

    LIABILITY OF ADVISOR, SUB-ADVISOR AND OFFICERS AND TRUSTEES OF THE TRUST

              Neither the Advisor, Sub-Advisor nor any of their officers, directors, employees, agents or controlling persons or assigns or Trustees or officers of the Trust shall be liable for any error of judgment or law, or for any loss suffered by the Trust or its shareholders in connection with the matters to which this Agreement relates, except that no provision of this Agreement shall be deemed to protect the Advisor, Sub-Advisor or such persons against any liability, to the Trust or its shareholders to which the Advisor or Sub-Advisor might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement.

     

     

    9.

    INDEMNIFICATION

    (a) Not withstanding Section 8 of the Agreement, the Advisor agrees to indemnify and hold harmles s the Sub-Advisor, any affiliated person of the Sub-Advisor, and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933 (“1933 Act”) controls (“Controlling Person”) the Sub-Advisor (all of such persons being referred to as “Sub-Advisor Indemnified Persons”) against any and all losses, claims, damages, liabilities (excluding salary charges of employees, officers or partners of the Sub-Advisor), or litigation (including legal and other) expenses to which a Sub-Advisor Indemnified Person may become subject under the 1933 Act, the 1940 Act, Advisers Act, under any other statute, at common law or otherwise, arising out of the Advisor’s responsibilities to the Trust which (1) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Advisor and contained in the Registration Statement covering shares of the Fund or any amendment thereof or any supplement thereto, or the omission or alleged omission or failure to state therein a material fact known or which should have been known to the Advisor and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Advisor or the Trust or to any affiliated person of the Advisor by a Sub-Advisor Indemnified Person; or (2) may be based upon a failure to comply with, or a breach of, any provision of this Agreement by the Advisor provided however, that in no case shall the indemnity in favor of the Sub-Advisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of any misfeasance or negligence in the discharge of its obligations and the performance of its duties under this Agreement.

    (b) Notwithstanding Section 8 of this Agreement, the Sub-Advisor agrees to indemnify and hold harmless the Advisor, any affiliated person of the Advisor, and each controlling person of the Advisor (all of such persons being referred to as “Advisor Indemnified Persons”) against any and all losses, claims, damages, liabilities (excluding salary charges of employees, officers or partners of the Advisor), or litigation (including legal and other) expenses to which an Advisor Indemnified Person may become subject under the 1933 Act, 1940 Act, Advisers Act, under any other statute, at common law or otherwise, arising out of the Sub-Advisor’s responsibilities as sub­-investment adviser to the Fund which (1) may be based upon any untrue statement or alleged untrue statement of a material fact supplied in writing by the Sub-Advisor for inclusion in the Registration Statement covering shares of the Fund, or any amendment thereof or any supplement thereto, or, with respect to such material fact so supplied by the Sub-Advisor, the omission or alleged omission or failure to state therein a material fact known or which should have


    been known to the Sub-Advisor and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Sub-Advisor, or any affiliated person of the Sub-Advisor by an Advisor Indemnified Person; or (2) may be based upon a failure to comply with, or a breach of any provision of this Agreement by the Sub-Advisor provided however, that in no case shall the indemnity in favor of an Advisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of misfeasance or negligence in the discharge of its obligations and the performance of its duties under this Agreement.

    (c) Neither the Advisor nor the Sub-Advisor shall be liable under this Section with respect to any claim made against an Advisor Indemnified Person or Sub-Advisor Indemnified Person (together “Indemnified Person” or each an “Indemnified Person”) unless such Indemnified Person shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Person (or such Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the Indemnified Person against whom such action is brought otherwise than on account of this Section. In case any such action is brought against the Indemnified Person, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Indemnified Person, to assume the defense thereof, with counsel satisfactory to the Indemnified Person. If the indemnifying party assumes the defense and the selection of counsel by the indemnifying party to represent both the Indemnified Person and the indemnifying party would result in a conflict of interests and would not, in the reasonable judgment of the Indemnified Person, adequately represent the interests of the Indemnified Person, the indemnifying party will at its own expense, assume the defense with counsel to the indemnifying party and, also at its own expense, with separate counsel to an Indemnified Person which counsel shall be satisfactory to the indemnifying party and the Indemnified Person. The Indemnified Person will bear the fees and expenses of any additional counsel retained by it, and the indemnifying party shall not be liable to the Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not have the right to compromise or settle the litigation without the prior written consent of the Indemnified Person if the compromise or settlement results, or may result in a finding of wrongdoing on the part of the Indemnified Person.

    (d) The parties agree not to, directly or through an affiliate, make any claim against an indemnifying party hereunder for any special, indirect or consequential damages in respect of any breach or wrongful conduct (whether the claim therefore is based on contract, tort or duty imposed by the law) in connection with, arising out of or in any way related to the omission or event occurring in connection therewith, except to the extent such claims or damages result from the negligence or willful misconduct of such indemnifying party.

     

     

    10.

    DURATION AND TERMINATION OF THIS AGREEMENT

    (a) Duration . This Agreement shall become effective on the date hereof unless terminated as herein provided, this Agreement shall remain in full force and effect until July 31, 2009 and shall continue in full force and effect for periods of one year thereafter so long as such continuance is approved at least annually (i) by either the Trustees of the Trust or by vote of a majority of the outstanding voting shares (as defined in the 1940 Act) of the Trust, and (ii) in either event by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval.


    (b) Termination. This Agreement may be terminated at any time, without payment of any penalty, by vote of the Trustees of the Trust or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act), or by the Advisor or Sub-Advisor, on sixty (60) days written notice to the other party.

    (c) Automatic Termination. This Agreement shall automatically and immediately terminate in the event of its “assignment” as defined in the 1940 Act.

     

     

    11.

    CONFIDENTIALITY

    (a) The parties understand that proprietary and confidential information will, from time to time, be exchanged. Proprietary and confidential information may include, but is not limited to, client lists, business and investment strategies, data compilations, financial statements and other information about the Fund, the Advisor or Sub-Advisor; this information shall be deemed privileged and confidential if it is clearly designated in writing as such at the time it is exchanged or designated at a later time (“Confidential Information”), provided that disclosure of Confidential Information prior to the designation shall not constitute a breach of this provision. Each party agrees not to disclose or disseminate Confidential Information without the written approval of the other party. Further, the parties acknowledge that Confidential Information shall be kept secret and confidential for a period of one (1) year from the date of receipt or any update thereto, unless a later date is specified in writing.

    (b) Confidential Information shall exclude any material that is (i) lawfully within the recipient’s possession prior to the date of this Agreement and not subject to duty of confidentiality; (ii) voluntarily disclosed by a third-party so long as this third-party does not breach any obligation of confidentiality with respect to such information; (iii) is generally known or revealed to the public through no act or omission of the recipient; (iv) independently developed by the recipient without use or reference to the proprietary or confidential information of the other party; (v) is requested by a any Federal or State regulatory body, court, association, authority or agency such as the National Association of Securities Dealers or the Securities and Exchange Commission; or (vi) has not been specifically designated as Confidential Information in writing by the party claiming confidentiality.

     

     

    12.

    PRIOR AGREEMENT SUPERSEDED

             This Agreement supersedes any prior agreement relating to the subject matter hereof between the parties.

     

     

    13.

    MISCELLANEOUS

    (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

    (b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

     

     

    14.

    USE OF NAME

    (a) It is understood that the name “Van Eck” or any derivative thereof or logo associated with that name is the valuable property of the Advisor and its affiliates, and that the Trust and Sub-Advisor have the right to use such name (or derivative or logo) only with the approval of the Advisor and only so long


    as the Advisor is Advisor to the Fund. Upon termination of the Sub-Advisor Investment Advisory and Management Agreement between the Trust and the Advisor, the Sub-Advisor shall forthwith cease to use such name (or derivative or logo).

    (b) It is understood that the name “__________” or any derivative thereof or logo associated with that name is the valuable property of the Sub-Advisor and its affiliates and that the Advisor, Trust and/or Fund have the right to use such name (or derivative or logo) in offering materials of the Trust with the approval of the Sub-Advisor and for so long as the Sub-Advisor is investment advisor to the Fund. Upon termination of this Agreement the Trust and Advisor shall forthwith cease to use such name (or derivative or logo).

     

     

    15.

    LIMITATION OF LIABILITY

              The term “Van Eck Funds” means and refers to the Trustees from time to time serving under the Amended and Restated Master Trust Agreement of the Trust dated February 6, 1992, as the same may subsequently thereto have been, or subsequently hereto be amended. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any Trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the assets and property of the Trust, as provided in the Amended and Restated Master Trust Agreement of the Trust.

     

     

    16.

    SERVICES NOT EXCLUSIVE

              It is understood that the services of the Sub-Advisor are not exclusive, and nothing in this Agreement shall prevent the Sub-Advisor (or its affiliates) from providing similar services to other clients, including investment companies (whether or not their investment objectives and policies are similar to those of the Fund) or from engaging in other activities.

    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

     

     

     

     

     

    VAN ECK ASSOCIATES CORPORATION

     

    [INSERT NAME OF SUB-ADVISER]

     

    By:

     

     

    By:

     

     


     

     


     

    Name:

     

     

    Name:

     

    Title:

     

     

    Title:



    Exhibit (d)(5)(ii)

    VAN ECK FUNDS

    MULTI-MANAGER ALTERNATIVES FUND

    Schedule Identifying Details of Sub-Advisory Contracts:

     

     

     

    PARTY

     

    DATE SIGNED AGREEMENT


     


    Clutterbuck Capital Management LLC

     

    March 27, 2009

     

    Columbus Circle Investors

     

    March 20, 2009

     

    Dix Hills Partners, LLC

     

    March 20, 2009

     

    Explorer Alternative Management, LLC

     

    March 17, 2009

     

    Lazard Asset Management LLC

     

    March 23, 2009

     

    Martingale Asset Management, L.P.

     

    March 19, 2009

     

    PanAgora Asset Management, Inc.

     

    March 20, 2009

     

    Tetra Capital Management, LLC

     

    March 25, 2009



    Exhibit (e)(5)

    Van Eck Funds
    335 Madison Avenue, 19th Floor
    New York, New York 10017

    [               ] , 2009

    Van Eck Securities Corporation
    335 Madison Avenue, 19th Floor
    New York, New York 10017

    Ladies and Gentlemen:

    Pursuant to Section 1 of the Distribution Agreement, dated July 30, 1985 (the “Agreement”), between Van Eck Funds (the “Trust”) and Van Eck Securities Corporation (the “Distributor”), please be advised that the Trust has established an additional series of the Trust, namely, Multi-Manager Alternatives Fund (the “Fund”) which will issue two classes of shares, namely, Class A Shares and Class I Shares. The Trustees of the Trust have adopted the Agreement to retain the Distributor to render services contemplated by the Agreement for the Fund. Class A Shares and Class I Shares will be sold in accordance with the terms and conditions of the then-current prospectus of the Trust, as from time to time amended.

    Please confirm below your willingness to render such services.

    VAN ECK FUNDS

     

     

     

     


     

    Name:  Joseph J. McBrien

     

    Title:  Secretary

     

    Confirmed, Agreed to and Accepted this [   ] day of [          ] , 2009:

    VAN ECK SECURITIES CORPORATION

     

     

     

    /s/

     

     

     


     

    Name:  

     

    Title:  President

     



    Exhibit (h)(8)

    Participation Agreement

              THIS AGREEMENT, dated as of _____________, 2007, between [NAME OF VAN ECK FUND], a [business trust /corporation] organized under the laws of the [Commonwealth/State] of ____________________, on behalf of itself and its respective series, severally and not jointly (each, an “Investing Fund”), and XYZ Fund (“XYZ Fund”), a [business trust /corporation] organized under the laws of the [Commonwealth State of _______________] on behalf of itself and its respective series, severally and not jointly (each, an “XYZ Series”).

              WHEREAS, Investing Fund and the XYZ Fund each are registered with the U.S. Securities and Exchange Commission (“SEC”) as open-end management investment companies under the Investment Company Act of 1940 (the “1940 Act”);

              WHEREAS, Section 12(d)(1)(A) and (B) of the 1940 Act limits the ability of an investment company to invest in shares of another investment company, and therefore limits the ability of an Investing Fund to invest in shares of an XYZ Series;

              WHEREAS, the Securities and Exchange Commission (the “Commission”) has granted an order (Rel. No_______ dated________) exempting investments made by the Investing Fund in other investment companies from the limits of Section 12(d)(1)(A) and (B) (the “Order”); and

              WHEREAS, the Investing Fund may, from time to time, invest in shares of one or more XYZ Series in excess of the limitations of section 12(d)(1)(A) and (B) in reliance on the Order;

              NOW THEREFORE, in consideration of the potential benefits to the Investing Fund and the XYZ Fund arising out of the Investing Fund’s investment in an XYZ Series, the parties agree as follows.

     

     

    1.

    Representations and Obligations of the Investing Fund .


     

     

     

    (i) 

     

    Pursuant to Condition 8 of the Order, the Investing Fund represents that the board of directors/trustees of the Investing Fund and the Investing Fund’s adviser understand the terms and conditions of the Order and that each agrees to fulfill its responsibilities under the Order.

     

     

     

    (ii)

     

    Pursuant to Condition 8 of the Order, the Investing Fund will promptly notify the XYZ Fund in writing at the time of any investment by such Investing Fund in an XYZ Series in excess of the 3% limit in Section 12(d)(1)(A)(i). In addition, at such time, the Investing Fund will transmit to the XYZ Fund a list of each its Investing Fund Affiliates and Underwriting Affiliates (as such terms are defined in the application to obtain the Order (the “Application”)). The Investing Fund hereby agrees to notify the XYZ Fund of any changes to the list as soon as reasonably practicable after a change occurs.

     

     

     

    (iii)

     

    The Investing Fund will preserve a copy of this Agreement, the list of Investing Fund Affiliates and Underwriting Affiliates and a copy of the Order for the duration of the investment and for a period of not less than six (6) years thereafter, the first two years shall be maintained by the Investing Fund in an easily accessible place.

     

     

     

    (iv)

     

    The Investing Fund has provided to the XYZ Fund a copy of the Order (attached hereto as Schedule A ), the related Notice of Application for such Order (attached hereto as Schedule B ) and the Application (attached hereto as Schedule C ). The Investing Fund will promptly provide the XYZ Fund with a copy of any amendments to the Order.



    Exhibit (h)(8)

     

     

     

    (v)

     

    In connection with any investment by the Investing Fund in an XYZ Series, the Investing Fund: (i) agrees to comply with the terms and conditions of the Order and this Agreement; (ii) represents that investments in an XYZ Series will be accomplished in compliance with its investment restrictions and will be consistent with the investment policies set forth in its registration statement; and (iii) agrees to promptly notify the XYF Fund if the Investing Fund fails to comply with the terms and conditions of the Order or this Agreement.


     

     

    2.

    Representations and Obligations of the XYZ Fund .


     

     

     

    (i) 

     

    Pursuant to Condition 8 of the Order, the XYZ Fund represents that the board of directors/trustees of the XYZ Fund and XYZ Fund’s adviser understand the terms and conditions of the Order and that each agrees to fulfill its responsibilities under the Order.

     

     

     

    (ii)

     

    The XYZ Fund: (i) acknowledges that it has received a copy of the Order, the related SEC Notice of Application for such Order and Application; and (ii) agrees to adhere to the terms and conditions of the Order and this Agreement and to participate in the proposed transactions in a manner that addresses the concerns underlying the Order.

     

     

     

    (iii)

     

    The XYZ Fund will preserve a copy of this Agreement, the list of Investing Fund Affiliates and Underwriting Affiliates and a copy of the Order for the duration of the investment and for a period of not less than six (6) years thereafter, the first two years shall be maintained by the Investing Fund in an easily accessible place.


     

     

    3.

    Notices .

              All notices, including all information that either party is required to provide under the terms of this Agreement and the terms and conditions of the Order, shall be in writing and shall be delivered by registered or overnight mail, facsimile, or electronic mail to the address for each party specified below (which address may be changed from time to time by written notice to the other party).

    If to the Investing Fund:

     

     

     

    [Name]

     

    c/o [Company]

     

    [Address]

     

    [City, State, ZIP]

     

    Fax:

     

    Email:

    If to the XYZ Fund:

     

     

     

    [Name]

     

    c/o [Company]

     

    [Address]

     

    [City, State, ZIP]

     

    Fax:

    With a copy to:


    Exhibit (h)(8)

    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

     

     

    [Investing Fund], on

     

    behalf of each of its series

     

     

     


     

    Name:

     

    Title:

     

     

     

    [XYZ Fund], on

     

    behalf of each of its series

     

     

     


     

    Name:

     

    Title:

     



    Exhibit (i)(3)

    March 31, 2009

    Van Eck Funds

    335 Madison Avenue, 19th Floor
    New York, New York 10017

     

     

    Re:

    Van Eck Funds

     

    Post-Effective Amendment No. 78 to Registration Statement on Form N-1A,

     

    File Nos. 002-97596; 811-04297 (The “Registration Statement”)

    Ladies and Gentlemen:

    As counsel to Van Eck Funds (the “Trust”), a voluntary association with transferable shares under Chapter 182 of the Massachusetts General Laws, commonly referred to as a “Massachusetts business trust”, we have been asked to render our opinion with respect to the issuance of an indefinite number of Class A and Class I shares of stock of the Trust (the “Shares”), par value $0.001 per share, representing interests in the Multi-Manager Alternatives Fund (the “Fund”), a series of the Trust (the “Series”), as more fully described in the prospectus and statement of additional information contained in Post-Effective Amendment No. 78 to the Registration Statement.

    We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion expressed below. We have relied, without independent verification, on a certificate of the Secretary of the Commonwealth of Massachusetts and, as to matters of fact material to the opinion set forth below, on a certificate of the Secretary of the Trust. We also have assumed that the Shares will be issued and sold on such terms and for such consideration as set forth in the prospectus and statement of additional information for the Fund contained in the Registration Statement, as amended or supplemented from time to time, and that ownership of the Shares will be duly recorded in the books of the Trust.

    The opinion expressed below is limited to the laws of the Commonwealth of Massachusetts.

    Based upon the foregoing, we are of the opinion that the Shares, when issued and sold, will be validly issued, fully paid and non-assessable by the Trust.

    We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm as legal counsel for the Trust in the Registration Statement. This consent shall not constitute an acknowledgment that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.

    Very truly yours,

    GOODWIN PROCTER LLP


    Exhibit (j)(2)

    POWER OF ATTORNEY
    VAN ECK FUNDS

              KNOW ALL MEN BY THESE PRESENTS, that Derek van Eck nominates, constitutes and appoints Joseph McBrien, Bruce Smith and Jonathan R. Simon (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him and on his behalf and in his place and stead in any way and all capacities, to make, execute and sign all amendments and supplements to the Registration Statement on Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940 of Van Eck Funds (the “Trust”), and to file the same with the Securities and Exchange Commission, and any other regulatory authority having jurisdiction over the offer and sale of shares of common stock of the Trust, and any and all exhibits and other documents requisite in connection therewith, granting unto said attorneys and each of them, full power and authority to perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as the undersigned himself might or could do.

              IN WITNESS WHEREOF, the undersigned have hereunto set his hand this 6 th day of March, 2009.

     

     

    /s/Derek van Eck

     


     

    Derek van Eck

     

    Chief Executive Officer and President

     



    Exhibit (m)(3)

    VAN ECK FUNDS

    PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
    (Class A Shares)

    EXHIBIT A

     

     

     

     

    Name of Series

     

     

    Maximum 12b-1 Fees/Annual Limitation
    (Annually as a% of average daily net assets)


     

     


    Emerging Markets Fund–Class A

     

    0.25%

     

     

     

    Global Hard Assets Fund–Class A

     

    0.25%

     

     

     

    International Investors Gold Fund–Class A

     

    0.25%

     

     

     

    Multi-Manager Alternatives Fund–Class A

     

    0.25%



    Exhibit - 99 (p)(2)

    SUBADVISERS
    CODE OF ETHICS


    CLUTTERBUCK CAPITAL MANAGEMENT LLC

    Code of Ethics

    Introduction

    This Code of Ethics is intended to assist you in meeting the high standards we follow in conducting the business of Clutterbuck Capital Management LLC (“CCM”). One of our most important assets is our reputation for integrity and professionalism. The responsibility of maintaining that reputation rests with you and our other employees.

    Our business is built on a foundation of trust. Maintaining the trust of our clients, shareholders, regulators, and the general public is your first obligation. Our Code of Ethics contains procedural requirements that you must follow to meet certain legal and regulatory requirements. In meeting your obligations, you must always put the interests of our clients first and comply fully with all applicable federal securities laws.

    This Code is based upon the precept that all officers, directors and employees of CCM, owe a fiduciary duty to the Accounts to:

     

     

     

     

    place the interests of the Accounts first at all times;

     

     

     

     

    conduct their personal securities transactions in a manner so as to be consistent with the Code and to avoid any actual or potential conflict of interest or any abuse of an employee’s position of trust and responsibility;

     

     

     

     

    refrain from taking inappropriate advantage of the relationship with the Accounts;

     

     

     

     

    maintain the confidentiality of security holdings and financial circumstances of the Accounts; and

     

     

     

     

    maintain independence in the investment decision making process.

    Topics Addressed in this Code of Ethics

    This Code of Ethics includes procedures in the following important areas:

     

     

     

     

    The Code of Ethics addresses trading restrictions applicable to employees’ personal investments and client accounts. The personal trading restrictions included in this Code of Ethics address restrictions relating to the investment activities of our client accounts as well as certain additional restrictions and requirements applicable to all of our employees.

     

     

     

     

    The Code of Ethics also describes the different types of non-public information that you may receive in the course of your employment and sets forth the parameters for appropriate use of this information. You are prohibited from engaging in securities transactions based on such non-public information or

    -1-


     

     

     

     

     

    disseminating such information to others who might use that knowledge to trade securities.

     

     

     

     

    Finally, the Code of Ethics includes procedures covering a wide range of areas to ensure that your general business conduct and activities are consistent with legitimate business purposes. These procedures specify that you may not take advantage of your position for the purpose of furthering any private interest or as a means to making any personal gain. You and members of your family also may not accept any benefit from a client or person who does business with us except for normal business courtesies, such as non-cash gifts of nominal value.

    Persons Covered by this Code of Ethics

    This Code of Ethics applies to all partners, officers and employees of CCM, as well as any other person who provides investment advice on behalf of CCM and is subject to CCM’s supervision and control (each, a “supervised person” and, collectively, “supervised persons”). In addition, portions of this Code of Ethics apply only to CCM supervised persons who (a) have access to non-public information regarding any CCM clients’ purchase or sale of securities, or non-public information regarding the portfolio holdings of any registered investment company affiliated with CCM, or (b) are involved in making securities recommendations to CCM clients, or have access to such recommendations that are nonpublic (each, an “access person” and, collectively, “access persons”). Generally, absent special circumstances, CCM partners and officers (among others) will be considered to be access persons.

    Failure to comply with this Code of Ethics may result in disciplinary action, including termination of your employment or affiliation with CCM. For more information or if you have any questions about the requirements described in the pages that follow, contact the Compliance Officer.

    CCM will provide all of its supervised persons with a copy of this Code of Ethics and any amendments hereto. All CCM supervised persons must provide CCM with a written acknowledgment of their receipt of this Code of Ethics and any amendments . Located at the back of this Code of Ethics is an Acknowledgment Form for this purpose, which should be returned to the Compliance Officer.

    Requirement to Report Violations of this Code of Ethics

    All supervised persons are required to report any violation of this Code of Ethics promptly to the Compliance Officer. Such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. If the Compliance Officer is not available or is involved in the reported violation, supervised persons may report the violation to the Managing Partner, provided the Compliance Officer receives a copy of the report.

    -2-


    General Trading Restrictions

    Trading Activity Restrictions

    CCM employees and any non-employee CCM director or officer who has possession of nonpublic information regarding any CCM client’s purchase or sale of securities or regarding nonpublic securities recommendations to CCM clients (collectively, “restricted persons”) are subject to the following trading restrictions on all of their personal securities transactions:

     

     

     

     

    Investment opportunities must be offered first to clients before you may act on them;

     

     

     

     

    Transactions must not be timed to precede orders placed for any client;

     

     

     

     

    Trading activity must not be excessive in terms of your financial resources or in terms of time spent on your own investments;

     

     

     

     

    Transfers of funds or securities and other transactions between client accounts and employee accounts are prohibited;

     

     

     

     

    You may not become a member of or have an interest in an investment club;

     

     

     

     

    You may not engage in “short-swing” or market timing trading activities;

     

     

     

     

    Payment for securities must be made by settlement date. Extensions in any margin account are not permitted; and

     

     

     

     

    Payment of proceeds must not be made before settlement date.

    Restricted Securities

    CCM restricted persons may not purchase or sell any securities that CCM is currently trading in client accounts or recommending to clients (such securities are referred to collectively as “restricted securities” and individually, as a “restricted security”). As a CCM restricted person, you are not only restricted from purchasing or selling restricted securities for your own account, but also for an account in which you have an interest and for any personal account over which you have investment discretion. Restricted securities are no longer deemed “restricted” and may be purchased or sold by CCM restricted persons once all client trades in such restricted securities have been completed and all recommendations with respect to such restricted securities effectively disseminated. Additionally, even after these restrictions lapse, you may have to pre-clear and report any transactions in these securities if they are reportable securities (as defined below under “Reporting Obligations”).

    Pre-clearance of Securities Transactions

    All CCM employees must obtain approval from the Compliance Officer prior to entering any transaction involving any reportable security (as defined below under “Reporting Obligations”) for their own account, for an account in which they have an interest, or for

    -3-


    any personal account over which they have investment discretion. This approval requirement does not apply in the cases exempt from pre-clearance specified below. Approval of a transaction, once given, is effective only for the business day on which approval was requested or, if earlier, only until the employee discovers that the information provided at the time the transaction was approved is no longer accurate. If an employee decides not to execute the transaction on the day pre-clearance approval is given, or the entire trade is not executed, the employee must request pre-clearance again at such time as the employee decides to execute the trade.

    CCM will grant pre-clearance only in the case where the requesting employee has a present intention to transact in the reportable security for which pre-clearance is sought. It is CCM’s view that it is not appropriate for an employee to obtain a general or open-ended pre-clearance to cover the eventuality that he or she may buy or sell a reportable security at some point on a particular day depending upon market developments. This requirement would not prohibit a price limit order, provided that you have a present intention to effect a transaction at such price. Consistent with the foregoing, an employee may not simultaneously request pre-clearance to buy and sell the same reportable security.

    Exemptions from Pre-clearance

    CCM has determined that the following securities transactions do not present the opportunity for improper trading activities that the pre-clearance procedures are designed to prevent. Therefore, pre-clearance restrictions do not apply to these securities transactions.

     

     

     

     

    Purchases or sales of any security that is not a reportable security (as defined below under “Reporting Obligations”).

     

     

     

     

    Purchases or sales in an account over which you have no direct or indirect influence or control (e.g., an account managed on a fully discretionary basis by a third party investment adviser or trustee).

     

     

     

     

    Purchases or sales which are non-volitional on your part (e.g., an in-the-money option that is automatically exercised by a broker; a security that is called away as a result of an exercise of an option; or a security that is sold by a broker, without your consultation, to meet a margin call not met by you).

     

     

     

     

    Purchases which are made by reinvesting cash dividends pursuant to an automatic dividend reinvestment plan.

     

     

     

     

    Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer.

     

     

     

     

    The receipt of a bona fide gift of securities. (Donations of securities, however, require pre-clearance.)

    -4-


    Special Pre-Approval for IPO’s and Private Investments

    In addition to the pre-clearance procedures described above, CCM requires special approval before any access person acquires any direct or indirect economic interest in any security (whether or not it is a reportable security, as defined below) in (a) an initial public offering or (b) a private offering exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) of that Act or Rules 504, 505 or 506 thereunder. Any access person wishing to participate in an initial public offering or such a private placement must submit a request to the Compliance Officer and receive approval prior to entering into the transaction.

    Sanctions

    Any trading-related violation, including failure to properly pre-clear a non-exempt personal trade, will result in the following sanctions.

     

     

     

     

    First Failure to Pre-clear

     

     

     

     

    A memo will be sent to the employee or partner; and

     

     

     

     

    A copy of the Code of Ethics will again be provided to the employee who will be advised to read it carefully.

     

     

     

     

    Second Failure to Pre-clear within Three Months

     

     

     

     

    Employee must obtain written approval from Compliance Officer for each trade for a 60-day period;

     

     

     

     

    A copy of the Code of Ethics will again be provided to the employee and the employee will be required to acknowledge his or her understanding of the Code of Ethics.

     

     

     

     

    Additional Non-Pre-clearances within Three Months

     

     

     

     

    The Compliance Officer will consider suspension of trading privileges for up to 60 days (except to close out open positions when a severe financial hardship is demonstrated); and

     

     

     

     

    A written warning will be sent to employee’s personnel file.

     

     

     

     

    Substantive Violations

     

     

     

     

    Sanctions for each failure to pre-clear when the associated trade violates the Code of Ethics or the Compliance Manual (e.g., the trade poses a conflict of interest or constitutes frontrunning) may include, among other things, busting of trades or disgorgement of profits.

    -5-


     

     

     

     

    Trades properly pre-cleared or exempt from pre-clearance but otherwise violating the Code of Ethics or the Compliance Manual (e.g., those subsequently determined to constitute frontrunning) will require at a minimum, a meeting with the CCM’s Compliance Officer, 60-day approval for subsequent trades and a written warning to the employee’s personnel file.

     

     

     

     

    Chronic Violations

     

     

     

     

    Sanctions may include busting of trades, disgorgement of profits and/or absorption of trading costs, supervisor approval for subsequent trades, suspension of personal trading privileges, suspension of employment (with or without compensation), and termination of employment.

    Reporting Obligations

    In addition to the trading and pre-clearance restrictions described above, CCM access persons must report holdings and transactions in reportable securities.

    Reportable Securities

    The pre-clearance requirements set forth above and the reporting obligations set forth in this section apply to any “reportable security.” For purposes of this Code of Ethics, the term “reportable security” includes any security, except the following:

     

     

     

     

    Direct obligations of the United States Government; and investment grade municipal obligations, investment grade taxable obligations maturing in less than one year;

     

     

     

     

    Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

     

     

     

     

    Shares issued by registered U.S. mutual funds;

     

     

     

     

    Shares issued by registered U.S. open-end mutual funds other than any mutual fund affiliated with CCM; and

     

     

     

     

    Shares issued by unit investment trust that are invested exclusively in one or more registered U.S. open-end mutual funds, none of which is affiliated with CCM.

     

     

     

     

    Shares and options of Key Corp. and National Interstate stock.

    -6-


    Securities Holdings Reports

    Each CCM access person must submit to the Compliance Officer, no later than 10 days after becoming an access person and annually by each January 31 thereafter, a securities “Holdings Report,” which must contain the following information:

     

     

     

     

    (a)

    The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, the number of shares, and principal amount of each reportable security in which the access person has any direct or indirect economic interest;

     

     

     

     

    (b)

    The name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the access person’s direct or indirect benefit; and

     

     

     

     

    (c)

    The date the access person submits the report.

    The information contained in your initial Holdings Report must be current as of a date no more than 45 calendar days prior to the date you became an access person. For all subsequent Holdings Reports, the information contained therein must be current as of a date no earlier than 45 days prior to its submission. The Compliance Officer or designee will review all Holdings Reports.

    Quarterly Securities Transaction Reports

    Each CCM access person must submit to the Compliance Officer, no later than 30 days after the end of each calendar quarter, a securities “Transaction Report,” which must contain the following information about each transaction during the respective quarter involving a reportable security in which the access person has, or as a result of the transaction acquired, any direct or indirect economic interest:

     

     

     

     

    (a)

    The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved;

     

     

     

     

    (b)

    The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

     

     

     

     

    (c)

    The price of the security at which the transaction was effected;

     

     

     

     

    (d)

    The name of any broker, dealer or bank with or through which the transaction was effected; and

     

     

     

     

    (e)

    The date the access person submits the report.

    The information contained in an access person’s quarterly Transaction Report must include all transactions involving a reportable security for the quarter for which the

    -7-


    Transaction Report is submitted, except as described below and except that transactions effected pursuant an automatic investment plan need not be reported on Transaction Reports. An “automatic investment plan” is a program (such as a dividend reinvestment plan) in which regular periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation.

    In lieu of submitting all required information in a quarterly Transaction Report, CCM access persons may provide the Compliance Officer, no later than 30 days after the end of each calendar quarter, with duplicate copies of confirmations of transactions in reportable securities or copies of account statements, provided that all of the information set forth above in (a) through (e) is contained in such confirmations or statements. Access persons do not need to report a transaction in a Transaction Report to the extent the transaction is separately reported in this manner.

    The Compliance Officer or designee will review all Transaction Reports.

    Review of Compliance Officer

    The annual holdings of the Chief Compliance Officer will be reviewed by one of CCM’s other partners. Any personal trading by the CCO will be reviewed by another Partner to ensure adherence to the Code of Ethics.

    Exempt Holdings and Transactions

    Securities holdings and transactions in an account over which the access person has no direct or indirect influence or control (e.g., an account managed on a fully discretionary basis by a third party investment adviser or trustee) are not required to be reported on your Holdings Reports and Transaction Reports.

    Insider Trading and Selective Disclosure

    Insider Trading

    Federal and state securities laws prohibit you from engaging in securities transactions for yourself or for others (including client accounts) based on non-public “inside information.” These laws also prohibit you from disseminating non-public inside information to others who may use that knowledge to trade securities (so-called “tipping”). These prohibitions apply to all supervised persons and extend to activities within and outside of your duties at CCM and whether the information is learned in the course of your duties or from a source outside CCM.

    The sanctions against insider trading are particularly harsh and you must take care to follow our procedures on insider trading. These sanctions can include termination of employment and other internal sanctions imposed by CCM (described in CCM’s Compliance Manual), substantial financial penalties and jail sentences for individuals violating the insider trading laws, as well as substantial financial penalties for CCM. To help you determine what is and is not “inside information,” we have included general explanations and specific examples below. We have also included some commonly asked questions to help guide you in identifying inside information.

    -8-


    What You Must Do if You Receive Inside Information

     

     

     

     

     

    If you receive information that you believe constitutes inside information (including information through a “tip” or that is selectively disclosed to you by a corporate insider, as discussed under “Selective Disclosure and Regulation FD” below), you must adhere to the following procedures:

     

     

     

     

     

     

    §

    Report the information immediately along with its source to the Compliance Officer. By immediately informing the Compliance Officer, you also allow our lawyers to build a record to protect you in the event of any subsequent investigation or litigation.

     

     

     

     

     

     

    §

    Refrain from trading any securities of the issuer to which the information relates for yourself or others (including our clients), unless you receive prior written approval from the Compliance Officer.

     

     

     

     

     

     

    §

    Refrain from disclosing the information to others (including “tipping”) or making any other use of the information (including any recommendation based on such information) without the prior written approval of the Compliance Officer.

     

     

     

     

     

    The prohibitions against trading on inside information apply equally to your spouse and minor children as well as any corporation, foundation, trust or other account or entity over which you or any member of your immediate family has or shares investment control or has a financial beneficial interest.

     

     

     

     

     

    To avoid dissemination, you must not put in writing any information you believe may be inside information without the written approval of the Compliance Officer.

     

     

     

     

     

    You must not agree with anyone to receive inside information under an agreement to keep that information confidential or to refrain from using it for a particular purpose, unless approved in advance by the Compliance Officer. This includes both written and oral agreements.

    Investment Information Relating to our Client Accounts is Inside Information

     

     

     

     

    In the course of your employment, you may learn about the current or pending investment activities of CCM clients (e.g., actual or pending purchases or sales of securities). Using or sharing this information is considered acting on inside information and is therefore prohibited.

    Identifying Other Types of Inside Information

    To constitute inside information, the information must be both “material” and “non-public.” See also “Commonly Asked Questions” below, which is designed to assist you in identifying inside information.

    -9-


              What is “Material” Information?

     

     

     

     

     

    “Material information” generally includes:

     

     

     

     

     

     

    §

    Information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information which, if disclosed, could be viewed by a reasonable investor as having significantly altered the “total mix” of information available; and

     

     

     

     

     

     

    §

    Information that, if publicly disclosed, is reasonably certain to have a substantial effect on the price of the issuer’s securities.

     

     

     

     

     

    No simple test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. Because materiality determinations are often challenged with the benefit of hindsight, if you have any doubt whether certain information is “material” so as to require you or others to refrain from trading or sharing information, those doubts must be resolved against trading or communicating the information. You must contact the Compliance Officer in these circumstances.

              Examples of Inside Information/Material Non-Public Information

     

     

     

     

     

    Information must be presumed to be inside information if the information is non-public and relates to the matters identified below. This list is not an exclusive list of all of the kinds of inside information that you may encounter:

     

     

     

     

     

     

    §

    Dividend changes, including increases or decreases;

     

     

     

     

     

     

    §

    Changes in credit ratings;

     

     

     

     

     

     

    §

    Significant expansions or curtailments of operations or significant increases or decreases of orders;

     

     

     

     

     

     

    §

    Senior level management developments or other changes;

     

     

     

     

     

     

    §

    Major litigation;

     

     

     

     

     

     

    §

    Extraordinary transactions, including mergers, acquisitions, joint ventures and purchases or sales of substantial assets;

     

     

     

     

     

     

    §

    Planned offerings of securities;

     

     

     

     

     

     

    §

    Extraordinary borrowings, liquidity problems or bankruptcies;

     

     

     

     

     

     

    §

    Significant new products, services or discoveries;

    -10-


     

     

     

     

    §

    Corporate actions the issuer is considering;

     

     

     

     

    §

    Changes in auditors or withdrawals of auditors’ reports;

     

     

     

     

    §

    Proposed favorable or unfavorable news articles featuring the issuer; and

     

     

     

     

    §

    Information about companies in default.

    What Constitutes “Non-Public” and “Public” Information?

     

     

     

    Information is “non-public” until such time that it has been communicated to investors in the marketplace or has been otherwise made publicly available. You must be able to point to some fact to show that the information is generally public.

     

     

     

    Information may be deemed to have been made public – and thus not subject to the prohibitions on insider trading – in a number of different ways, including when the information:

     

     

     

     

    §

    Appears in the press or in a widely disseminated source or publication (e.g., Dow Jones tape, Reuters, The Wall Street Journal, The New York Times);

     

     

     

     

    §

    Is included in publicly available regulatory filings (e.g., when the information is available through the public data base of a federal regulatory agency, such as the SEC);

     

     

     

     

    §

    Is disclosed in a stockholder report or a press release from the issuer;

     

     

     

     

    §

    Is announced in a public forum such as a stockholder meeting;

     

     

     

     

    §

    Is provided by the issuer freely to anyone making an inquiry (and is not selectively disclosed to an analyst); and

     

     

     

     

    §

    Is being disseminated to traders generally by brokers or institutional analysts, unless there is a reasonable basis to believe that such information is confidential and came from a corporate insider.

     

     

     

    Material, non-public information that is later made public is no longer subject to the prohibitions on insider trading, although there may be a requirement to wait a reasonable period of time after public disclosure for the market to absorb the information.

    Selective Disclosure and Regulation FD

    Selective disclosure occurs when a public company discloses material information to analysts or individual investors before publicly disclosing that same information through a press release, SEC filing or similar means. Regulation FD (“fair disclosure”) generally requires that, whenever a company discloses material non-public information to securities market professionals or investors, it must simultaneously or promptly provide general public disclosure of that same information.

    -11-


     

     

     

     

    What Disclosures Are Subject to Regulation FD?

     

     

     

     

    Regulation FD applies to disclosures made by a public company or certain persons acting on the public company’s behalf.

     

     

     

     

    Selective disclosures to persons outside the public company who would reasonably be expected to trade securities on the basis of the information (e.g., security holders) or provide others with advice about trading securities (e.g., investment advisers and managers) are covered by Regulation FD.

     

     

     

     

    Regulation FD allows companies and their representatives to share material information for legitimate business purposes if the recipients agree to keep the information confidential and not to trade on the information. For example, a company can share material information to analyze a complex transaction without being required to make the public disclosure contemplated by Regulation FD, provided that the person receiving such information expressly agrees not to otherwise use the information and to keep it confidential.

               “Guidance” to Analysts May Violate Regulation FD

     

     

     

    The SEC has stated that the previously common practice of providing earnings “guidance” to a securities analyst involves a “high degree of risk” under Regulation FD. If a company official privately tells you that the company’s anticipated earnings will be higher than, lower than or even the same as what has been forecasted, the SEC believes that the company “likely will have violated” Regulation FD.

               Liability Under Regulation FD

     

     

     

     

     

    Although Regulation FD was primarily designed and intended to address issuer conduct, the SEC has indicated that you may face some type of secondary liability if you conduct yourself in the following manner:

     

     

     

     

     

     

    Conspire or agree with an issuer that the issuer will deliver material non-public information to you; or

     

     

     

     

     

     

    Otherwise make statements to the issuer implying that if they do not give you material nonpublic information, you will take action that will negatively impact their stock price.

     

     

     

     

     

    You may be guilty of insider trading or illegal tipping in connection with a Regulation FD violation if you do the following:

    -12-


     

     

     

     

     

     

    Breach an agreement to keep confidential any material non-public information selectively disclosed by an issuer to you by revealing this information to a client who subsequently trades; or

     

     

     

     

     

     

    Where an official of an issuer intentionally or recklessly makes a selective disclosure of material nonpublic information to you and you trade or tip on behalf of yourself, clients or otherwise.

    Commonly Asked Questions

    Questions arise from time to time with respect to what constitutes inside information. With that in mind, we have set forth below some commonly asked questions and answers to serve as guidance:

     

     

     

     

     

     

    Q : My decision-making is based on my own security analysis. My conclusions are not published in the marketplace. Are my conclusions inside information preventing me from trading?

     

     

     

     

     

     

     

    §

    A : Assuming that no part of the analysis is based on inside information (including information selectively disclosed by corporate insiders), it is okay to put the pieces together to form a total picture. The total “picture” that is your own work product is not inside information.

     

     

     

     

     

     

    Q : What if the analysis comes from a sell-side analyst?

     

     

     

     

     

     

     

    §

    A : The same considerations described in the first question apply to a sell-side analyst’s work product as to a portfolio manager’s work product. The sell-side analyst’s recommendation or report is not considered inside information if no part of the information is based on inside information.

     

     

     

     

     

     

     

    §

    Further Explanation: You may generally assume that information provided by a reputable sell side firm is lawfully gathered. However, if you have reason to believe that the information was obtained by a breach of confidence or other illegal means (e.g., the sales coverage says, “I was told by the investment banker on the deal…” or “we think the information was leaked from a magazine or rating agency”), that information may not be used. In addition, information selectively disclosed by corporate insiders may not be used. In these circumstances, do not trade the security without the prior written approval of the Compliance Officer.

     

     

     

     

     

     

    Q : If I talk to the issuer, is the information I receive “inside” information?

     

     

     

     

     

     

     

    §

    A : First off, you should always preface your conversations with “authorized persons” at the issuer by asking them if, in light of the Regulation FD, what they will be sharing with you is either material or has not yet been publicly disclosed. Remember, if you get earnings “guidance”, the SEC also will likely view this as a violation. After getting their confirmation that they will

    -13-


     

     

     

     

     

     

     

     

    not be selectively disclosing any inside information, you can generally presume that the information you receive from the authorized person is not inside information.

     

     

     

     

     

     

    Q : Who is an “authorized person” at an issuer?

     

     

     

     

     

     

     

    §

    A : An authorized person is a person authorized to talk to investors about the particular topic in the ordinary course of the person’s duties. Unless you know otherwise, you may consider any CEO, COO, CFO or Investor Relations official as authorized to talk to you about any topic, so long as the information conveyed is not material or was otherwise previously disclosed publicly.

     

     

     

     

     

     

    Q : Can I use information provided to me by an authorized person in the course of that person’s duties?

     

     

     

     

     

     

     

    §

    A : Ordinarily, yes, keeping in mind the problems discussed above. However, we consider some information material per se and you must not trade based on that information without the prior written approval from the Compliance Officer, even if its source is an authorized person acting in the ordinary course of business. This type of information is typically so obviously material that there is no need for any work product or analysis by our personnel. Examples of this type of information include impending significant transactions.

     

     

     

     

     

     

    Q : If I obtain information whose ultimate source involved a breach of a duty or an illegal act, may I trade the security if I had no direct contact with the offending person?

     

     

     

     

     

     

     

    §

    A : No. If you have reason to know that the information originated through a tainted source, it remains tainted in our hands — and you cannot trade the security without the prior written approval of the Compliance Officer.

     

     

     

     

     

     

    Q : Is it ever possible for a person in possession of material non-public information, such as a CEO, to trade in the relevant company’s securities while in possession of that information?

     

     

     

     

     

     

     

    §

    A : Yes, under limited circumstances. The SEC has adopted a rule that provides a defense for such transactions from most insider trading claims in the case of pre-arranged trading plans entered into before the insider came into possession of the material non-public information. The rules governing these plans are somewhat technical. Consequently, if a client expresses an interest in this kind of trading plan, contact the Compliance Officer for assistance.

    Additional Considerations for Non-Public Private Offering Materials

    You must take particular care and follow the procedures described below if you receive non-public private offering materials. This information must be treated as inside information, even if received on an unsolicited basis.

    -14-


     

     

     

     

     

     

    Certain investment banking firms, when delivering offering memoranda for Rule 144A or other private offerings, occasionally include a sealed package containing nonpublic financial projections and other non-public information. The package may contain a notice that the information enclosed has not been made public and the receipt of such information may impose legal restrictions on the recipient’s trading activities.

     

     

     

     

     

     

    If you or your secretary opens such a package and reviews the contents, CCM may be regarded as being in possession of inside information. If you do wish to review the contents or you or your secretary have accidentally opened the package, contact the Compliance Officer to determine what measures need to be taken. If you receive this type of package and do not wish to review the contents, send the unopened package to the Compliance Officer so that appropriate records may be maintained (do not dispose of the package).

    Prohibition of Deceptive and Manipulative Practices

     

     

     

     

     

    In addition to the prohibitions on insider trading, federal securities laws prohibit engaging in manipulative trading practices. If you violate these laws, you may be responsible for the damages sustained as a result of the manipulative activity, in addition to other sanctions. These laws prohibit you, when acting for yourself or for others (including our client accounts), from:

     

     

     

     

     

     

    Engaging in trading or apparent trading activity for the purpose of causing the price of a registered security to move up or down, and then taking advantage of the price movement by buying or selling at the “artificial” price level (a practice known as “pumping and dumping”);

     

     

     

     

     

     

    Using the mails or any other method of interstate commerce to manipulate securities prices by creating a false or misleading appearance of active trading; and

     

     

     

     

     

     

    Circulating or disseminating, in the ordinary course of business, information to affect the price of any security.

     

     

     

     

     

    It is also fundamental that CCM’s supervised persons are not permitted, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client:

     

     

     

     

     

     

    To defraud the client in any manner;

     

     

     

     

     

     

    To mislead the client, including by making a statement that omits material facts;

     

     

     

     

     

     

    To engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit on the client;

     

     

     

    To engage in any manipulative practice with respect to the client; or

    -15-


     

     

     

     

     

     

    To engage in any manipulative practice with respect to securities, including price manipulation.

    General Business Ethics

     

     

     

     

     

    You should note that certain of these procedures apply to “family members.” “Family member” is meant to include your spouse or significant other or other relative, whether related by blood, marriage or otherwise who either:

     

     

     

     

     

     

    Is financially dependent upon you or to whose financial support you materially contribute; or

     

     

     

     

     

     

    Whose investments you control.

     

     

     

     

     

    Gifts, Gratuities and Other Payments

     

     

     

     

     

    Giving or accepting gifts and gratuities in connection with your employment can raise questions about your impartiality and CCM’s ethical values. To address these concerns, the procedures described below apply to the giving or accepting of gifts or gratuities in the course of your employment. These procedures apply to you and your family members.

     

     

     

     

     

     

    Gifts of Nominal Value: You and your family members may not, directly or indirectly, give or receive gifts or other considerations in the form of cash, merchandise, services, travel, lodging or any other benefit of more than $250 USD in value to or from any person or other entity that does business, or proposes to do business, with us or our affiliates without the prior approval of the Compliance Officer. A gift may be required to be returned or reimbursed if you receive an excessive number of gifts, especially if received from a single source or if the total dollar value of gifts received during a single year is deemed excessive. Employees may not give gifts of any value to government officials without specific approval by the Compliance Officer. You must promptly notify the Compliance Officer if you receive any kind of offer of a gift or other consideration.

     

     

     

     

     

     

    Ordinary Business Entertainment: You and your family members may give or accept business entertainment (e.g., meals, sporting event or theatre tickets, and golf course fees) in the ordinary course of business interactions as long as the business courtesy is not so frequent or significant in amount as to potentially impair your judgment to act in the best interest of CCM and our clients and as long as it is approved by the Compliance Officer.

     

     

     

     

     

     

    Certain Payments. CCM policy forbids bribes, payoffs or payments of any kind by any employee to any person, government official or entity for the purpose of improperly obtaining or retaining business or influencing consideration of any business activity. This policy covers all types of payments that may or may not be considered legal under the circumstances. Special rules may apply to

    -16-


     

     

     

     

     

     

     

    payments or gifts (including entertainment) to officers, directors, employees or other affiliates of government owned or controlled entities and certain highly regulated entities (such as banks or insurance companies), as well as entities located in certain jurisdictions. Employees should consult the Compliance Officer with any specific questions.

     

     

     

     

     

    Outside Activities

     

     

     

     

     

    Without the prior written approval of the Compliance Officer, you may not engage in any outside business activities that may give rise to conflicts of interest or the appearance of conflicts of interest or otherwise jeopardize the integrity or reputation of CCM or any of our affiliates. Although we do not require approval of outside activities undertaken by family members, you must contact the Compliance Officer if you believe that any such outside activities raises or appears to raise a conflict of interest in connection with your employment or the business activities of CCM or one of our affiliates.

     

     

     

     

     

     

    Reporting. Employees must report to the Compliance Officer all outside business activities that may give rise to a conflict of interest with CCM or CCM’s clients, including any conflicting ownership of privately held stock or limited partnership interests.

     

     

     

     

     

     

    Considerations for Approving Outside Activities: Whether a particular outside activity may be approved or continued in the future will depend on a variety of factors including the extent to which the proposed activity could violate any law or regulation, interfere with your responsibilities to CCM, involve prolonged absences during business hours, or compete with CCM’s interests. Additionally, the possibility of adverse publicity and potential liability will be weighed.

     

     

     

     

     

     

     

    Specifically, without the written approval of the Compliance Officer, you must not:


     

     

     

     

     

     

     

     

     

     

    w

    Serve as a director, officer or employee of any other corporation or business;

     

     

     

     

     

     

     

     

     

     

    w

    Serve as a trustee of a client trust, act as a general partner of a client limited partnership, or act as a managing member of a client limited liability company;

     

     

     

     

     

     

     

     

     

     

    w

    Hold a seat in public office, or commit to a candidacy or a formal position on a campaign committee;

     

     

     

     

     

     

     

     

     

     

    w

    Sponsor or participate in an association or group formed to invest in securities (e.g., an investment club); or

     

     

     

     

     

     

     

     

     

     

    w

    Recommend another firm’s financial planning, investment management, brokerage or similar services for a referral fee.

    -17-


     

     

     

    Public Office

     

     

     

    A CCM employee may run for and serve in local, elective or appointed civic offices, provided the activity, including campaigning: (a) occurs outside the employee’s work hours; (b) involves no use of CCM’s or its affiliates’ name, facilities or other assets (including client lists), or corporate funding; (c) is confined solely to the employee’s capacity as a private citizen and not as a representative of CCM, and (d) does not present an actual or perceived conflict of interest for CCM. Employees are required to notify and receive the approval of the Compliance Officer before committing to a candidacy for elective office or a formal position on a campaign committee, or accepting an appointment to a public or civic office.

     

     

     

    Employees running for or serving in public office must avoid conflicts of interest. To do this, employees should take care that the duties of the office do not involve matters - such as money management, public finance or investment activities - that are related to their duties and responsibilities as a CCM employee. If, after being elected, a conflict does arise, the employee must abstain from voting or otherwise acting on the matter and should contact the Compliance Officer for further guidance.

     

     

     

    Generally, employees may also support others in their campaigns for public office, provided the time spent on such activity is outside the employee’s work hours, no use is made of CCM’s or its affiliates’ name, facilities, or corporate funds, and the activity does not violate CCM’s policy on political contributions. Certain employees may be restricted from contributing to or fundraising for state and local candidates or state or local officials running for federal office. Therefore, all employees should consult with the Compliance Officer prior to working on political campaigns.

     

     

     

    Political Contributions by Employees and Employee Political Action Committees

     

     

     

    Political contributions include any direct or indirect payment or service given to an incumbent official or candidate for public office in connection with a campaign. To avoid potential conflicts of public and business interests, CCM policy places restrictions on making or soliciting contributions to local, state and federal officials, candidates, party committees and partisan associations. For more specific information about what else could be considered a political contribution, contact the Compliance Officer.

     

     

     

    We want our employees to have the ability as private citizens to endorse or contribute to the political parties and candidates of their choice. However, potential public and business interests, as well as other considerations, have led us to place some restrictions on actions that could be viewed as being related to certain business activities. We ask you to consult with the Compliance Officer to determine what limitations apply to you and for detailed rules governing such situations before making or soliciting any political contribution.

     

     

     

    Our policy places some restrictions and prohibitions on political contributions by employees and employee political action committees to U.S., state and local officials and

    -18-


     

     

     

    candidates. Under no circumstances will CCM directly or indirectly reimburse an employee for his or her individual contribution.

     

     

     

    Generally, it is against CCM policy, and in many instances it is illegal, to make corporate contributions to political parties or candidates for public office in any country. However, certain exceptions apply. In these excepted cases, contributions must be pre-approved by the Compliance Officer and senior management.

     

     

     

    Relationships with Government Officials

     

     

     

    CCM policy, U.S. law (including the Foreign Corrupt Practices Act, or FCPA) and local laws of most countries outside the U.S. prohibit the provision of money or anything of value to government officials (including employees of government-owned or government-controlled commercial enterprises), political parties or political candidates for the purpose of improperly influencing their official actions in order to obtain or retain business. Payments made to such persons through agents or business partners are similarly prohibited.

     

     

     

    Under CCM policy, officials of international governmental organizations, such as the World Bank, the European Union and the Inter-American Development Bank, are considered government officials. The FCPA potentially applies to all CCM officers and employees. In addition, we must comply with local laws in any country in which CCM does business.

     

     

     

    Please note that the FCPA and local laws of foreign countries may apply not only to payments of money, but also to less direct benefits. These could include such actions as the hiring of a local company owned by a member of a foreign official’s family. Employees must also carefully consider the propriety of any entertainment of foreign officials, payment or reimbursement of their travel or related expenses and gifts to such persons. These concerns could arise in the context of an educational seminar hosted by CCM, a business meeting with CCM personnel or any similar setting. Even in cases when such payments, entertainment or gifts would be allowed under U.S. law, their legality and appropriateness must also be examined under relevant local law.

     

     

     

    If a situation arises that gives you concern, or if you have any questions, you should immediately contact the Compliance Officer.

     

     

    Regulatory, Legal and Other Contacts

     

     

     

    You must take care in responding to oral or written inquiries from regulatory agencies, government officials and others outside of CCM, since their questions may relate to matters beyond our ordinary business or concern serious issues. You must follow the procedures described below (which require the Compliance Officer’s immediate notification) if you receive these inquiries.

    -19-


     

     

     

     

     

    Inquiries from Regulatory Agencies

     

     

     

     

     

     

    All inquiries, written or oral, for information by governmental or self-regulatory authorities, including but not limited to representatives of the SEC, the NASD, the Internal Revenue Service, the Department of Labor, and the states, must be reported immediately to the Compliance Officer, who will seek advice from the company’s counsel.

     

     

     

     

     

     

    In the case of telephone inquiries, you must obtain the name, agency, address, and telephone number of the representative making the inquiry.

     

     

     

     

     

    Litigation Relating to CCM or Your Employment with CCM

     

     

     

     

     

     

    Only authorized employees may accept legal process on our behalf.


     

     

     

     

     

     

     

     

    §

    If an attempt is made to serve you with a legal process intended for CCM, you must refuse it and immediately notify the Compliance Officer.

     

     

     

     

     

     

     

     

    §

    If you are served with a subpoena that relates to your employment with CCM or one of our affiliates, clients, or other employees, you must notify the Compliance Officer immediately. See also the section relating to “Breaches of Our Policies and Procedures/Legal Violations” in the Compliance Manual for further guidance regarding our procedures.

     

     

     

     

     

     

    Other Contacts

     

     

     

     

     

     

              Periodically, attorneys, accountants, broker/dealers, other investment advisers, credit agencies and others may request information about our operations, clients or employees. Any such request for information must be referred immediately to the Compliance Officer.

    -20-


    ACKNOWLEDGMENT

              The undersigned, a supervised person of Clutterbuck Capital Managment LLC (“CCM”), (i) acknowledges receipt of the CCM Code of Ethics and any amendments thereto, (ii) understands the obligations and restrictions set forth in the Code of Ethics and (iii) agrees to comply with such obligations and restrictions.

     

     

     

     

     

     

    Signature:

     

     


     

     

     

    Name:

     

     


     

     

     

    Date:

     

     




    (LOGO)

    C OLUMBUS C IRCLE I NVESTORS

    C ODE OF E THICS

    Restated October 15, 2008

    I NTRODUCTION

    F IDUCIARY D UTY

              This Code of Ethics (the “Code” ) is based on the principle that you, as a director, officer or employee of Columbus Circle Investors, owe a fiduciary duty to the shareholders of the registered investment companies (the “Funds” ) and other clients (together with the Funds, the “Advisory Clients” ) for which Columbus Circle Investors serves as an advisor or sub-advisor. Accordingly, you must avoid activities, interests and relationships that might interfere or appear to interfere with making decisions in the best interests of our Advisory Clients.

    This Code is intended to comply with the various provisions of the Investment Advisers Act of 1940 and also requires that all supervised persons comply with federal securities laws, including the Investment Advisers Act of 1940, various provisions of the Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and applicable rules and regulations adopted by the Securities and Exchange Commission (“SEC”).

    Pursuant to Section 206 of the Advisers Act, both Columbus Circle Investors and its employees are prohibited from engaging in fraudulent, deceptive or manipulative conduct. Compliance with this section involves more than acting with honesty and good faith alone. It means that Columbus Circle Investors has an affirmative duty of utmost good faith to act solely in the best interests of its Advisory Clients.

     

     

     

    At all times, you must:

     

     

     

             1. Place the interests of our Advisory Clients first. In other words, as a fiduciary you must scrupulously avoid serving your own personal interests ahead of the interests of our Advisory Clients. You may not cause an Advisory Client to take action, or not to take action, for your personal benefit rather than the benefit of the Advisory Client. For example, you would violate this Code if you caused an Advisory Client to purchase a security you owned for the purpose of increasing the price of that security. If you are an Advisory Person (as defined below), you would also violate this Code if you made a personal investment in a security that might be an appropriate investment for an Advisory Client without first considering the security as an investment for the Advisory Client.



     

     

     

              2. Conduct all of your personal securities transactions in full compliance with this Code. You must not take any action in connection with your personal investments that could cause even the appearance of unfairness or impropriety. Accordingly, you must comply with the policies and procedures set forth in this Code. Doubtful situations should be resolved against your personal trading.

     

     

     

              3. Avoid taking inappropriate advantage of your position. The receipt of investment opportunities, gifts or gratuities from persons seeking business with Columbus Circle Investors directly or on behalf of an Advisory Client could call into question the independence of your business judgment. Accordingly, you must comply with the policies and procedures set forth in this Code under the heading F IDUCIARY D UTIES . Doubtful situations should be resolved against your personal interest.

              Investing is a good practice. Columbus Circle Investors believes that personal investing which is consistent with Columbus Circle Investors’ investment philosophy provides useful training for the investment of our Advisory Clients’ assets. Accordingly, Columbus Circle Investors encourages personal investing. On the other hand, Columbus Circle Investors believes that short-term trading is inconsistent with the Columbus Circle Investors’ investment philosophy, which emphasizes an investment rather than a trading approach to the achievement of favorable investment results.

              This Code is adopted pursuant to the requirements of Rule 17j-1 under the Investment Company Act of 1940 that registered investment companies and their advisors adopt a written code of ethics, Rule 204A-1 under the Investment Advisers Act of 1940 applicable to all registered investment advisers, and Section 204A of the Investment Advisers Act of 1940 that registered investment advisors adopt procedures reasonably designed to prevent the misuse of material non-public information.

              Every Access Person must read, acknowledge receipt of, and retain this Code.

    A PPENDICES

              The following appendices are attached to this Code and are a part of this Code:

     

     

     

     

              I.   Form for report of initial and annual personal securities holdings.

     

     

     

     

              II.  Form for quarterly report of personal securities transactions.

     

     

     

     

              III. Form for acknowledgment of receipt of this Code, and for annual certification of compliance with this Code or any amendments.

     

     

     

     

              IV. List of Mutual Funds Columbus Circle Sub-Advises, or is affiliated with through our relationship with Principal Global Investors, LLC and related companies.



    C OMPLIANCE   O FFICIALS

              The Operating Committee is comprised of the firm’s senior management - two Senior Portfolio Managers (Anthony Rizza and Clifford Fox), the Chief Compliance Officer (Frank Cuttita) and the Marketing Officer (Karl Anderson). The Clearance Officers for personal securities transactions are Anthony Rizza and Clifford Fox. The Compliance Manager is Mary Frances Scavo. No member of the Operating Committee may take part in a decision relating to a Covered Security (as such term is defined below) in which such person has or, as part of the transaction in question, would acquire Beneficial Ownership (as such term is defined below).

    Q UESTIONS

              Questions regarding this Code should be addressed to the Chief Compliance Officer or Compliance Associate.

              The provisions of the Code are not all-inclusive. Rather, they are intended as a guide for employees of Columbus Circle Investors in their conduct. In those situations where an employee may be uncertain as to the intent or purpose of the Code, he/she is advised to consult with the Chief Compliance Officer, who may grant exceptions to certain provisions contained in the Code only in those situations when it is clear beyond dispute that the interests of our clients will not be adversely affected or compromised. All questions arising in connection with personal securities trading should be resolved in favor of the client even at the expense of the interests of employees.

    D EFINITIONS

              A. “Access Person” or “ Supervised Person ” means any employee, director, officer, general partner, or Advisory Person of Columbus Circle Investors.

              B. “Advisory Client” means investment companies and other clients for which Columbus Circle Investors serves as advisor or sub-advisor.

              C. “Advisory Person” means (i) any employee of Columbus Circle Investors (or of any company in a control relationship to Columbus Circle Investors) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by an Advisory Client, or whose functions relate to the making of any recommendations with respect to the purchases or sales; and (ii) any natural person in a control relationship to Columbus Circle Investors who obtains information concerning recommendations made to an Advisory Client with regard to the purchase or sale of Covered Securities by an Advisory Client.

              D. A security is “being considered for purchase or sale” when a recommendation to purchase or sell a security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.


              E. “Beneficial Ownership” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934 (the “Exchange Act” ) in determining whether a person has beneficial ownership of a security for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder. In this regard, beneficial ownership will be deemed to exist if a person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares, a direct or indirect pecuniary interest in the securities ( i.e ., an opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the securities). Under this definition, an indirect pecuniary interest in securities generally includes, but is not limited to, securities held by members of a person’s immediate family sharing the same household provided, however, this presumption of beneficiary ownership may be rebutted, a person’s interests in securities held in certain trusts, a general partner’s proportionate interest in the portfolio securities held by a general or limited partnership, a person’s right to receive dividends that is separated or separable from the underlying securities (otherwise a right to receive dividends alone shall not represent a pecuniary interest) and a person’s right to acquire securities through the exercise or conversion of any derivative security whether or not presently exercisable. A person will not be deemed to be the beneficial owner of portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity’s portfolio. See the Section “Personal Securities Transactions — Beneficial Ownership” for a further discussion of determining Beneficial Ownership.

              F. “Control” shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act.

              G. “Covered Security” shall mean a Security as defined in item N below (in effect, all securities) except that it shall not include direct obligations of the Government of the United States; bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and shares issued by registered open-end investment companies (mutual funds) (except where Columbus Circle Investors is a sub-adviser, or funds affiliated with Principal Global Investors, LLC and its related companies).

              H. “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

              I. “Investment Company” means a company registered under the 1940 Act for which Columbus Circle Investors is an investment advisor or sub-advisor.

              J. “Investment Personnel” of Columbus Circle Investors means (i) any employee of Columbus Circle Investors (or of any company in a control relationship to Columbus Circle Investors) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Advisory Client; and (ii) any natural person who controls Columbus Circle Investors and who obtains information concerning recommendations made to the Advisory Client regarding the purchase or sale of securities by the Advisory Client.


              K. “Limited Offering” shall mean an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 under the Securities Act of 1933.

              L. “Portfolio Manager” means those employees entrusted with the authority and responsibility to make investment decisions affecting an Advisory Client.

              M. “Purchase or Sale of a Covered Security” includes, among other things, the writing of an option to purchase or sell a Covered Security.

              N. “Security” shall mean any note, stock, treasury stock, shares issued by registered open-end investment companies, exchange traded funds, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any security of the foregoing.

              O. “Security held or to be acquired” by an Advisory Client means (a) any Covered Security which, within the most recent fifteen days (i) is or has been held by an Advisory Client or (ii) is being or has been considered by an Advisory Client or Columbus Circle Investors for purchase by an Advisory Client; and (b) any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in (a) of this item O.

    F IDUCIARY   D UTIES

    Columbus Circle Investors and its employees are subject to the following specific fiduciary obligations when dealing with clients:

     

     

     

     

    The duty to have a reasonable, independent basis for the investment advice provided;

     

     

     

     

    The duty to obtain best execution for a client’s transactions where the Firm is in a position to direct brokerage transactions for the client;

     

     

     

     

    The duty to ensure that investment advice is suitable to meeting the client’s individual objectives, needs and circumstances; and

     

     

     

     

    A duty to be loyal to clients.



    G IFTS AND B USINESS E NTERTAINMENT

              You may not accept any gift, gratuity or other thing of more than nominal value, from any person or entity that does business, or desires to do business, with Columbus Circle Investors directly or on behalf of an Advisory Client. You may accept gifts from a single giver so long as the aggregate annual value does not exceed $100, and you may attend business meals, sporting events and other entertainment events at the expense of a giver (or at your expense for another), so long as the expense is reasonable, both you and the giver are present, and the events are not excessively frequent. The acceptance of tickets to any event where the giver or you does not attend is considered a gift subject to the $100 limit rather than a business meal or other entertainment event. Examples of events considered to be an unreasonable expense would be World Series or Super Bowl tickets, and vacation trips. You may never accept or give cash or a cash equivalent (e.g., gift cards, gift certificates) or preferential discounts on services or products. Any gifts exceeding $100 received by an employee should be forwarded to the Compliance Officer or Associate. You shall not give any gift, gratuity or other thing, or provide business entertainment, which would be construed as unreasonable in value with the intent or purpose of influencing a third party’s business relationship with Columbus Circle Investors.

              Exceptions to the gift limit may be made by the Compliance Officer. Employees should request exceptions for personal circumstances in which the employee has a personal relationship with a third party (such as receiving or providing personal gifts as wedding gifts, or gifts for the birth of a child).

              Employees are prohibited from giving or providing any gift, including a personal gift, to any official of a Public Fund without the express prior approval of the Chief Compliance Officer.

              Reporting

              All gifts, business meals, sporting events and other entertainment events of which you are the recipient must be reported to the Compliance Associate via email if the value is reasonably judged to exceed $25. Reporting must include the name(s) of the giver, the date, the organization of the giver, a description of the gift or event, and the value or estimated value of the gift or event.


                        Additional Labor Reporting

              In addition, any gifts, any payment of money or anything of value made directly or indirectly by you to a labor organization or officer, agent, shop steward, or other representative or employee of any labor organization (including union officials serving in some capacity to a Taft-Hartley Plan) must be reported to Becky Dolman, the Director of Human Resources and Administration. All items regardless of the amount or value must be reported.

    Following are examples of potentially reportable items:

     

     

    Meals

     

     

    Gifts (e.g., holiday gifts)

     

     

    Travel and lodging costs

     

     

    Bar bills

     

     

    Sporting event tickets

     

     

    Theatre tickets

     

     

    Clothing or equipment

     

     

    Raffle donations

     

     

    Retirement dinners

     

     

    Golf (including charity golf tournaments)

     

     

    Hole sponsorships for golf tournament

     

     

    Advertising at union or Taft-Hartley fund related functions

     

     

    Sponsorship of union conferences, picnics, other events

     

     

    Donations to union related charities or scholarship funds

     

     

    Conferences attended by union officials, employees, etc.

     

     

    Receptions attended by union officials, employees, etc.

     

     

    Donations for apprenticeship graduation dinners

    S ERVICE AS A D IRECTOR

              You may not serve on the board of directors or other governing board of a publicly traded company, unless you have received the prior written approval of the Operating Committee of Columbus Circle Investors. Approval will not be given unless a determination is made that your service on the board would be consistent with the interests of our Advisory Clients. If you are permitted to serve on the board of a publicly traded company, you will be isolated from those Advisory Persons who make or participate in the investment decisions with respect to the Securities of that company, through a “Chinese Wall” or other procedures.


    I NSIDER   T RADING

     

     

     

    Trading securities while in possession of material, nonpublic information, or improperly communicating that information to others may expose supervised persons and Columbus Circle Investors to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The SEC can recover the profits gained or losses avoided through the illegal trading, impose a penalty of up to three times the illicit windfall, and/or issue an order permanently barring you from the securities industry. Finally, supervised persons and Columbus Circle Investors may be sued by investors seeking to recover damages for insider trading violations.

     

    The rules contained in this Code apply to securities trading and information handling by supervised persons of Columbus Circle Investors and their immediate family members. The law of insider trading is unsettled and continuously developing. An individual legitimately may be uncertain about the application of the rules contained in this Code in a particular circumstance. Often, a single question can avoid disciplinary action or complex legal problems. You must notify the CCO immediately if you have any reason to believe that a violation of this Code has occurred or is about to occur.

     

    No supervised person may trade, either personally or on behalf of others (such as investment funds and private accounts managed by Columbus Circle Investors), while in the possession of material, nonpublic information, nor may any personnel of Columbus Circle Investors communicate material, nonpublic information to others in violation of the law.

     

     

    1. What is Material Information?

     

     

     

    Information is material where there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this includes any information the disclosure of which will have a substantial effect on the price of a company’s securities. No simple test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, you should direct any questions about whether information is material to Frank Cuttita.

     

     

     

    Material information often relates to a company’s results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

     

     

     

    Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may, in some contexts, be material. Prepublication information regarding reports in the financial press also may be material. For example, the United States Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about The Wall Street Journal’s “Heard on the Street” column.



     

     

     

     

    You should also be aware of the SEC’s position that the term “material nonpublic information” relates not only to issuers but also to Columbus Circle Investors’ securities recommendations and client securities holdings and transactions.

     

     

     

    2. What is Nonpublic Information?

     

     

     

    Information is “public” when it has been disseminated broadly to investors in the marketplace. For example, information is public after it has become available to the general public through a public filing with the SEC or some other government agency, the Dow Jones “tape” or The Wall Street Journal or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.

     

     

     

    3. Identifying Inside Information

     

     

     

    Before executing any trade for yourself or others, including investment funds or private accounts managed by Columbus Circle Investors, you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:

     

     

     

    Report the information and proposed trade immediately to the CCO.

     

     

     

     

    Do not purchase or sell the securities on behalf of yourself or others, including investment funds or private accounts managed by the firm.

     

     

     

     

    Do not communicate the information inside or outside the firm, other than to the CCO.

     

     

     

     

    After the CCO has reviewed the issue, the firm will determine whether the information is material and nonpublic and, if so, what action the firm will take.

     

     

     

     

         You should consult with the CCO before taking any action. This degree of caution will protect you, our clients, and the firm.

     

     

     

    4. Contacts with Public Companies/Other Sources of Inside Information

     

     

     

     

    Contacts with public companies may represent an important part of our research efforts. The firm may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, a supervised person of Columbus Circle Investors or other person subject to this Code becomes aware of material, nonpublic information. This could happen, for example, if a company’s Chief Financial Officer prematurely discloses quarterly results to an analyst, or an investor relations representative makes selective disclosure of adverse news to a handful of investors.

     

     

     

    Other examples of potential sources of inside information include the receipt of information related to the offering of private investments in public offerings (“PIPES”), and information from other third parties including but not limited to counsel, independent registered public accounting firms, financial printers and trading partners.



     

     

     

     

    In any situation in which a supervised person of Columbus Circle Investors may have received inside information, Columbus Circle Investors must make a judgment as to its further conduct. To protect yourself, your clients and the firm, you should contact the CCO immediately if you believe that you may have received material, nonpublic information, including a requirement that you report to the CCO all information regarding any direct or indirect PIPES offerings received by you.

     

     

     

    5. Tender Offers

     

     

     

    Tender offers represent a particular concern in the law of insider trading for two reasons: First, tender offer activity often produces extraordinary gyrations in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and “tipping” while in the possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Supervised persons of Columbus Circle Investors and others subject to this Code should exercise extreme caution any time they become aware of nonpublic information relating to a tender offer.

    P ROTECTING THE C ONFIDENTIALITY OF C LIENT I NFORMATION

    In the course of investment advisory activities of Columbus Circle Investors, the firm gains access to non-public information about its clients. Such information may include the status as a client, personal financial and account information, the allocation of assets in a client portfolio, the composition of investments in any client portfolio, information relating to services performed for or transactions entered into on behalf of clients, advice provided by Columbus Circle Investors to clients, and data or analyses derived from such non-public personal information (collectively referred to as “Confidential Client Information¨). All Confidential Client Information, whether relating to Columbus Circle Investors’ current or former clients, is subject to the Code’s policies and procedures. Any doubts about the confidentiality of information must be resolved in favor of confidentiality.

    Non-Disclosure of Confidential Client Information

    All information regarding Columbus Circle Investors’ clients is confidential. Information may only be disclosed when the disclosure is consistent with the firm’s policy and the client’s direction. Columbus Circle Investors does not share Confidential Client Information with any third parties, except in the following circumstances:

     

     

     

     

    As necessary to provide service that the client requested or authorized, or to maintain and service the client’s account. Columbus Circle Investors will require that any financial intermediary, agent or other service provider utilized by Columbus Circle Investors (such as broker-dealers or sub-advisers) comply with substantially similar standards for non-disclosure and protection of Confidential Client Information and use the information provided by Columbus Circle Investors only for the performance of the specific service requested by Columbus Circle Investors;

     

     

     

     

    As required by regulatory authorities or law enforcement officials who have jurisdiction over Columbus Circle Investors, or as otherwise required by any applicable law;



     

     

     

     

    To the extent reasonably necessary to prevent fraud, unauthorized transactions or liability.

    Employee Responsibilities

    All supervised persons are prohibited, either during or after the termination of their employment with Columbus Circle Investors, from disclosing Confidential Client Information to any person or entity outside the firm, including family members, except under the circumstances described above. A supervised person is permitted to disclose Confidential Client Information only to such other supervised persons who need to have access to such information to deliver the Columbus Circle Investors’ services to the client.

    Supervised persons are also prohibited from making unauthorized copies of any documents or files containing Confidential Client Information and, upon termination of their employment with Columbus Circle Investors, must return all such documents to Columbus Circle Investors.

    Any supervised person who violates the non-disclosure policy described above will be subject to disciplinary action, including possible termination, whether or not he or she benefited from the disclosed information.

    Security Of Confidential Personal Information

    Columbus Circle Investors enforces the following policies and procedures to protect the security of Confidential Client Information:

     

     

     

     

    The firm restricts access to Confidential Client Information to those supervised persons who need to know such information to provide Columbus Circle Investors’ services to clients;

     

     

     

     

    Any supervised person who is authorized to have access to Confidential Client Information in connection with the performance of such person’s duties and responsibilities is required to keep such information in a secure compartment, file or receptacle on a daily basis as of the close of each business day;

     

     

     

     

    All electronic or computer files containing any Confidential Client Information shall be password secured and firewall protected from access by unauthorized persons;

     

     

     

     

    Any conversations involving Confidential Client Information, if appropriate at all, must be conducted by supervised persons in private, and care must be taken to avoid any unauthorized persons overhearing or intercepting such conversations.

     

     

     

     

    Confidential information to be destroyed must be disposed in a manner to safeguard reasonably the confidential information.



    P ERSONAL   S ECURITIES T RANSACTIONS

    T RADING IN G ENERAL

              Access Persons may not engage, and may not permit any other person or entity to engage, in any purchase or sale of a Covered Security in which such Access Person has, or by reason of the transaction will acquire Beneficial Ownership, unless (i) the transaction is an Exempt Transaction or (ii) you have complied with the procedures set forth below under Preclearance Procedures.

    B ENEFICIAL   O WNERSHIP

              To determine whether a person has “Beneficial Ownership,” Access Persons are considered to have Beneficial Ownership of Securities if such Access Person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise have or share a direct or indirect “pecuniary interest” in such Securities.

              An Access Person has a pecuniary interest in the Securities if such Access Person has the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities.

              The following are examples of an indirect pecuniary interest in Securities:

     

     

     

              Securities held by members of an Access Person’s immediate family sharing the same household; however, this presumption may be rebutted by convincing evidence that profits derived from transactions in these Securities will not provide such Access Person with any economic benefit.

     

     

     

              Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes any adoptive relationship.

     

     

     

              Access Person’s proportionate interest as a general partner in portfolio Securities held by a general or limited partnership.

     

     

     

              Access Person’s interest as a manager-member in the Securities held by a limited liability company.

              Access Persons do not have an indirect pecuniary interest in the portfolio Securities held by a corporation or similar entity in which you own securities if such Access Person is not a controlling shareholder of the entity and do not have or share investment control over the entity’s portfolio.

              The following circumstances constitute Beneficial Ownership of Securities held by a trust by an Access Person:


     

     

     

              If an Access Person is a trustee of the Trust and has a pecuniary interest in any holding or transaction in the issuer’s securities held by the Trust as well as if an Access Person is trustee and members of such Access Person’s immediate family receive certain performance fees or a member of such Access Person’s immediate family is a beneficiary to the Trust.

     

     

     

              If an Access Person is a beneficiary to a Trust and such Access Person (a) shares investment control with the trustee with respect to a trust transaction, the transaction shall be attributed to such Access Person as well as the trust, (b) has investment control with respect to a trust transaction without consultation with the trustee, the transaction shall be attributed to such Access Person and (c) such Access Person shall be deemed to have pecuniary interest in the issuer’s securities held by a trust to the extent of such Access Person’s pro rata interest in the trust where the trustee does not exercise exclusive control. For instance, an Access Person who holds securities as a beneficiary of a trust over which he has investment discretion, such as a 401(k) or other participant-directed employee benefit plan, would be considered beneficial owner of securities in the plan.

     

     

     

              If an Access Person is a settlor of a trust and reserve the right to revoke the trust without the consent of another person, the trust holdings and transactions shall be attributed to you; provided, however, if the settlor does not exercise or share investment control over the issuer’s securities held by the trust, the trust holdings and transactions shall be attributed to the Trust instead of you as settlor.

    E XEMPT   T RANSACTIONS

              The following are Exempt Transactions, which are excluded from the preclearance procedures:

     

     

     

              Any transaction in a Security that is not a Covered Security.

     

     

     

              Any transaction in Securities in an account over which you do not have any direct or indirect influence or control. There is a presumption that you can exert some measure of influence or control over accounts held by members of your immediate family sharing the same household, but this presumption may be rebutted by convincing evidence.

     

     

     

              Any transaction made pursuant to an automatic investment plan (i.e. 401k plan automatic investments).

     

     

     

              Any transaction in a Mutual Fund or Fund Family identified in Appendix IV (List of Mutual Funds Columbus Circle Investors Sub-Advises and Related Funds).

     

     

     

              Purchases of Securities under dividend reinvestment plans.

     

     

     

              Purchases of Securities by exercise of rights issued to the holders of a class of Securities pro rata , to the extent they are issued with respect to Securities of which you have Beneficial Ownership.



     

     

     

              Purchases or sales of exchange traded funds.

     

     

     

              Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of Securities of which you have Beneficial Ownership.

     

     

     

              Purchases or sales of up to $1,000,000 in total notional open interest per calendar month, per index, of exchange-traded options on broadly based indices. A broadly based index is an index with an average notional open interest during the preceding calendar quarter in excess of $1 billion.

     

     

     

              Such other classes of transactions as may be exempted from time to time by the Compliance Committee. The Compliance Committee may exempt designated classes of transactions from any of the provisions of this Code except the provisions set forth below under Reporting. Any such exemption shall be based upon a determination by the Compliance Committee that the class of transaction does not involve any realistic possibility of a violation of Rule 17j-l under the Investment Company Act of 1940, as amended.

     

     

     

              Such other specific transactions as may be exempted from time to time by the Compliance Committee or a Compliance Officer on a case-by-case basis where the equities of the situation support such an exemption and where the transaction does not involve any realistic possibility of a violation of Rule 17j-l under the Investment Company Act of 1940, as amended. The Compliance Committee or a Compliance Officer may exempt a specific transaction from any of the provisions of this Code except the provisions set forth below under Reporting.

     

     

    P RECLEARANCE P ROCEDURES

     

     

     

    If a Covered Securities transaction requires preclearance:

     

     

     

              The Covered Securities may not be purchased or sold on any day during which there is a pending buy or sell order in the same Covered Security on behalf of an Advisory Client until that order is executed or withdrawn.

     

     

     

              The Covered Securities may be purchased or sold only on behalf of an Access Person, directly or indirectly, if such Access Person has asked a Clearance Officer to preclear the purchase or sale, such Clearance Officer has given the Access Person preclearance in writing or by e-mail, and the purchase or sale is executed by the close of business on the day preclearance is given. Preclearance will not be given unless a determination is made that the purchase or sale complies with this Code and the foregoing restrictions. All requests for preclearance shall be sent by e-mail to a Clearance Officer and to the Compliance Associate.

     

     

     

              A Clearance Officer will provide information to the Chief Compliance Officer or a designee of the Chief Compliance Officer regarding the transaction. The Chief



     

     

     

    Compliance Officer or designee will determine whether clearance is granted or denied. All preclearance requests must be filed or sent by the Clearance Officer to the Compliance Associate.

              Any trade for which preclearance is granted remains approved notwithstanding a subsequent decision by Columbus Circle Investors to trade in such Covered Security for client accounts.

              The Chief Compliance Officer will receive preclearance on personal trading from a Clearance Officer.

    H OLDING   P ERIODS

              Any transactions in a Mutual Fund or Fund Family identified in Appendix IV (List of Mutual Funds Columbus Circle Investors Sub-Advises and Related Funds) are subject to a 30-day holding period. This holding period is not applicable to, and will not be calculated, based on any automatic investments within a plan. The holding period is therefore designed to prevent and prohibit excessive rebalancing, reallocation and non-automatic investment transactions of the Funds listed in Appendix IV.

    I NITIAL   P UBLIC O FFERINGS

              If you are an Access Person, you may not acquire Beneficial Ownership of any Securities in an initial public offering.

    L IMITED O FFERINGS

              If you are an Access Person, you may not acquire Beneficial Ownership of any Securities in a Limited Offering ( e.g ., a private placement), unless you have received the prior written approval of the Chief Compliance Officer. Approval will not be given unless a determination is made that the investment opportunity has not been offered to you by virtue of your position.

              If you have acquired Beneficial Ownership in Securities in a Limited Offering, you must disclose your investment when you play a part in any consideration of an investment by an Advisory Client in the issuer of the Securities, and any decision to make such an investment must be independently reviewed by a portfolio manager who does not have Beneficial Ownership of any Securities of the issuer. The Chief Compliance Officer must receive approval from a Clearance Officer.

    S HORT - T ERM T RADING PROFITS

              Because Columbus Circle Investors believes that investing and not short-term trading is the appropriate investment approach, short-term (60 days or shorter holding period) trading is discouraged. A pattern of short-term trading will result in the Operating Committee withholding clearance on future trading requests.


              An Access Person is considered to profit from a short-term trade if Securities of which an Access Person has Beneficial Ownership are sold for more than their purchase price, even though the Securities purchased and the Securities sold are held of record or beneficially by different persons or entities.

              This section does not apply to Exempt Transactions.

    B LACK   O UT P ERIOD

              Except as provided below, Covered Securities may not be purchased or sold during the period which begins seven full days before and ends seven full days after the day on which a portfolio Columbus Circle Investors manages trades in the same Covered Security.

              The following transactions require preclearance but are exempt from the prohibition against trades during such seven-day period:

              (a) Transactions in Covered Securities traded within the preceding seven days by Columbus Circle Investors for an Advisory Client, provided that (i) the trading for the client has been completed and (ii) the trade in which the Managing Director, officer or employee has or acquires Beneficial Ownership is not contrary to the trade done for the Advisory Client; and

              (b) Transactions in Covered Securities proposed to be traded within the seven succeeding days by Columbus Circle Investors for an Advisory Client, provided that (i) the trading for the client has not commenced and (ii) the trade in which the Managing Director, officer or employee has or acquires Beneficial Ownership is contrary to the trade proposed for the Advisory Client.

    U SE OF B ROKER - D EALERS AND   C ONFIRMATIONS

              Every Access Person may not engage, and may not permit any other person or entity to engage, in any purchase or sale of a publicly-traded Covered Security of which such Access Person has, or by reason of the transaction will acquire, Beneficial Ownership, except through a registered broker-dealer or other qualified custodian. Every Access Person must direct each qualified custodian who maintains an account for Covered Securities of which such Access Person has direct or indirect Beneficial Ownership, to supply to the Compliance Associate duplicate copies of confirmations of all securities transactions in the account and copies of periodic statements for the account.

    R EPORTING

              The Compliance Committee shall identify all Access Persons who are under the duty to complete and provide the reports described below and shall inform such persons of such duty.

              The Compliance Committee shall establish and maintain procedures by which appropriate management or compliance personnel will review the account statements and the


    reports required to be made pursuant to this Reporting section. The CCO’s statements and reports will be reviewed by the Compliance Associate.

              All reports and account statements received by Columbus Circle Investors shall be kept confidential except to the extent that disclosure may be required by regulatory authorities and that disclosure, on a confidential basis, may be made for an audit of compliance procedures.

    I NITIAL &   A NNUAL H OLDINGS   R EPORTS

              If you are an Access Person, you must report no later than 10 days after you become an Access Person to the Compliance Associate the following information:

     

     

     

              a. the title and type of security, ticker symbol or CUSIP number as appropriate, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Ownership when the person became an Access Person;

     

     

     

              b. the name of any broker, dealer or bank with whom the Access Person maintained an account in which any Securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person*; and

     

     

     

              c. the date that the report is submitted by the Access Person.

              * Please note the report requires disclosure of the name of any broker-dealer or bank with which the Access Person has an account in which “any Securities” are held for his direct or indirect benefit and not just accounts holding Covered Securities.

              The above information is updated annually. More specifically, the Access Person must submit annually thereafter a holdings report setting forth the above-specified information which must be current as of a date no more than 45 days before the report is submitted. The Form used to report personal holdings is set forth in Appendix I.


    Q UARTERLY T RANSACTION R EPORTS

              Every Access Person must report to the CCO or Compliance Associate no later than 30 days after the end of the calendar quarter, the following information:

     

     

     

              a. With respect to any transaction during the quarter in a Covered Security in which the Access Person had any direct or indirect Beneficial Ownership:


     

     

     

              1. The date of the transaction, the title, ticker symbol or CUSIP as appropriate, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

     

     

     

              2. The nature of the transaction ( i.e., purchase, sale or any other type of acquisition or disposition);

     

     

     

              3. The price of the Covered Security at which the transaction was effected;

     

     

     

              4. The name of the broker, dealer or bank with or through which the transaction was effected; and

     

     

     

              5. The date that the report is submitted by the Access Person.


     

     

     

    The foregoing includes reporting securities acquired through a gift or inheritance.


     

     

     

     

              b. With respect to any account established by the Access Person in which any Securities were held during the quarter for the direct or indirect benefit of the Access Person*:

     

     

     

     

     

              1. The name of the broker, dealer or bank with whom the Access Person established the account;

     

     

     

     

     

              2. The date the account was established; and

     

     

     

     

     

              3. The date that the report is submitted by the Access Person.


     

     

     

              * Please note the requirement requires the Access Person to report any account established by the Access Person during the quarter in which “any Securities” were held and not just accounts holding Covered Securities.

     

     

     

              c. If an Access Person instructs all broker-dealers, who hold Securities in which such Access Person has beneficial ownership, to provide duplicate broker-trade confirmations and account statements required under the above section entitled “Use of Broker-Dealers and Confirmations” to the Compliance Associate within the time period required for a Quarterly Transaction Report ( i.e. , within 30 days after the end of the



     

     

     

    applicable calendar quarter) and provides the information required in part b. above, then such Access Person need only represent on the Quarterly Transaction Report:


     

     

     

              1. that he/she has directed all broker-dealers who hold any Securities in which such Access Person has beneficial ownership to send duplicate confirmations and account statements to the Compliance Officer;

     

     

     

              2. the form of such confirmations, account statements or records provide to Columbus Circle Investors contain all the information required in a Quarterly Transaction Report; and

     

     

     

              3. with respect to any account established during the applicable quarter in which the Access Person has beneficial ownership in Securities, the information provided in accordance with part b. is true and accurate.

    It is the obligation of each Access Person relying on part c. to ensure compliance with its requirements. The Form used for the Quarterly Transaction Report has been attached as Appendix II.

              Exception to Reporting Requirements

                        A person need not make a report to the Compliance Officer under the Reporting Section above with respect to transactions effected for, and Covered Securities held in, any account over which the person has no direct or indirect influence or control.

    C OMPLIANCE

    C ERTIFICATE OF R ECEIPT AND C OMPLIANCE

              You are required to acknowledge receipt of your copy of this Code and to certify upon commencement of your employment or the effective date of this Code, whichever occurs later, and annually or upon amendment of the Code thereafter, that you have read and understand this Code and recognize that you are subject to this Code. Each certificate will also state that you have complied with the requirements of this Code during the prior year, and that you have disclosed, reported, or caused to be reported all transactions during the prior year in Covered Securities of which you had or acquired Beneficial Ownership. A Form for this purpose is attached to this Code as Appendix III.


    R EPORTING V IOLATIONS AND R EMEDIAL A CTIONS

              All supervised persons shall promptly report to their supervisor, the Chief Compliance Officer or a Member of the Operating Committee all apparent violations of the Code. Supervisors and other Members of the Operating Committee shall immediately report possible material violations of the Code to the Chief Compliance Officer. The Chief Compliance Officer shall promptly report to the Operating Committee all material violations of the Code. When the Chief Compliance Officer finds that a violation otherwise reportable to management could not be reasonably found to have resulted in a fraud, deceit, or a manipulative practice in violation of Section 206 of the Advisers Act, he or she may, in his or her discretion, submit a written memorandum of such finding and the reasons therefore to a reporting file created for this purpose in lieu of reporting the matter to the Operating Committee.

              The Operating Committee shall consider reports made to it hereunder and shall determine whether or not the Code has been violated and what sanctions, if any, should be imposed.

              If you violate this Code, you are subject to remedial actions, to be imposed by the Operating Committee of Columbus Circle Investors, which may include, but are not limited to, disgorgement of profits, imposition of a substantial fine, demotion, suspension or termination.

    I NTERPRETATIONS AND E XCEPTIONS

              Any questions regarding the applicability, meaning or administration of this Code shall be referred by the person concerned in advance of any contemplated transaction to the Chief Compliance Officer. Exemptions may be granted by such person, if, in his/her judgment, the fundamental obligation of the person involved is not compromised.


    Appendix I

     

    C OLUMBUS C IRCLE I NVESTORS

    Code of Ethics

    P ERSONAL S ECURITIES I NITIAL A ND A NNUAL H OLDINGS R EPORT

              Please mark the following as applicable:

     

     

     

    If this is your first holdings report being submitted upon becoming an Access Person (as such term is defined in the Code of Ethics), please check the following box and fill in the date you became an Access Person.

     

     

     

    o   Date of becoming an Access Person was _____________________.

     

     

     

    If an initial report, the information to be provided below should be as of the date you became an Access Person and must be submitted no later than 10 days after you became an Access Person.

     

     

     

    If you are an Access Person and are submitting this holding report as the annual report of your holdings and brokerage accounts, please check the following box. o

     

     

     

    If an annual report, the information provided below must be current as of a date no more than 45 days before the report is submitted.

              Please provide the following information for the broker–dealers with whom you maintained an account in which any Securities were held for your direct or indirect benefit.

     

     

     

     

      1.

     

    Name of Employee:

     

           

      2.

     

    If different than #1, name of the person in whose name the account is held:

     

           

      3.

     

    Relationship of 2 to 1

     

           

      4.

     

    Broker(s) at which account is maintained:

     

           

      5.

     

    Account Number(s)

     

           

      6.

     

    Telephone number(s) of Broker

     

           

     

     

     

    For each account, attach your most recent account statement listing Covered Securities in that account. If you own Covered Securities that are not listed in an attached account statement or the account statement does not reflect the information specified below, please provide the following information with respect to each Covered Security in which you had any direct or indirect beneficial ownership.



     

     

     

     

    N AME OF S ECURITY ,
    TYPE OF SECURITY ,
    TICKER SYMBOL OR
    CUSIP

    N UMBER OF S HARES

    P RINCIPAL A MOUNT

    N AME OF
    B ROKER /D EALER
    OR B ANK
    WHO MAINTAINS
    THESE SECURITIES

           

     

     

     

     

           

     

     

     

     

           

     

     

     

     

           

     

     

     

     

           

     

     

     

     

           

     

     

     

     

           

     

     

     

     

           

     

     

     

     

           

     

     

     

     

           

     

     

     

     

           

     

     

     

     

           

     

     

     

     

           

     

     

     

     

           

     

     

     

     

    (Attach separate sheet if necessary.)

              I certify that to the best of my knowledge this form and the attached statement (if any) constitute all of the information required to be submitted under the Restated Code of Ethics of Columbus Circle Investors.

     

     

     

     

     

     

     

    Date: ________________________________________________

     

    ___________________________________________________________________

     

     

     

    Signature

     

     

     

    ___________________________________________________________________

     

     

     

    Print Name


     

     

     

    Return to Mary Frances Scavo. Questions regarding this Form may be directed to Frank Cuttita at 203-353-5664.

     

     

     

    Date Submitted to Compliance Associate: _________________



    Appendix II

    C OLUMBUS C IRCLE I NVESTORS S ECURITIES
    T
    RANSACTION R EPORT
    F
    OR THE C ALENDAR Q UARTER E NDED [__________]

              To: Compliance Officer

              A. During the quarter referred to above, the following transactions were effected in Covered Securities of which I had, or by reason of such transactions acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Restated Code of Ethics of Columbus Circle Investors.

     

     

     

     

     

     

     

     

    S ECURITY
    (I NCLUDE
    F ULL N AME
    OF
    I SSUER /T ICKER
    SYMBOL OR
    CUSIP )

    D ATE OF
    T RANSACTION

    I NTEREST
    RATE AND
    M ATURITY
    D ATE ( IF
    APPLICABLE)

    N UMBER OF
    S HARES

    P RINCIPAL
    A MOUNT OF
    T RANSACTION

    N ATURE OF
    T RANSACTION :
    (B UY /S ELL )

    P RICE AT
    WHICH
    TRANS-
    ACTION
    EFFECTED

    B ROKER /D EALER
    OR
    B ANK
    E FFECTED
    T HROUGH :

                   

     

     

     

     

     

     

     

     

                   

     

     

     

     

     

     

     

     

                   

     

     

     

     

     

     

     

     

                   

     

     

     

     

     

     

     

     

                   

     

     

     

     

     

     

     

     

                   

     

     

     

     

     

     

     

     

                   

     

     

     

     

     

     

     

     

                   

     

     

     

     

     

     

     

     

                   

     

     

     

     

     

     

     

     

                   

     

     

     

     

     

     

     

     

                   

     

     

     

     

     

     

     

     

              B. During the quarter referred to above, I established the following accounts in which any Securities were held during the quarter for my direct or indirect benefit:

     

     

    N AME OF B ROKER /D EALER ,
    B ANK OR E NTITY WITH THE A CCOUNT

    D ATE A CCOUNT WAS
    ESTABLISHED

       

     

     

       

     

     

       

     

     

       

     

     



              C. In lieu of the information required under A above, I represent that I have given instructions to each broker-dealer who holds Securities in which I have beneficial ownership to provide duplicate trade confirmations and/or brokerage account statements to Columbus Circle Investors and together with any new accounts listed under B above, such transactions represent all transactions which must be reported pursuant to the Code of Ethics. o

     

     

     

    or

     

     

     

    No reportable transactions. o


     

     

              This report (i) excludes transactions effected for or securities held in any account over which I had no direct or indirect influence or control, (ii) excludes other transactions not required to be reported, and (iii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

     

     

              This report is to be signed, dated and returned within thirty (30) days of the end of the calendar quarter. Your signature also certifies compliance with the “Gifts and Entertainment” provisions of the Code of Ethics, including reporting requirements.


     

     

     

     

     

     

    Signature:

     

     

     

     

    Printed name:

     

     

     

     

     

    Date:

     

     

     

     

     

              Return by [______________] to Compliance Associate. Questions regarding this form may be directed to Frank Cuttita at 203-353-5664.

              Date Submitted to Compliance Associate: ___________________


    Appendix III

    C OLUMBUS C IRCLE I NVESTORS
    Code of Ethics

    A CKNOWLEDGEMENT OF R ECEIPT OF C ODE OF E THICS

    A CKNOWLEDGEMENT OF C ERTIFICATION

              I acknowledge that I have received a copy of the Columbus Circle Investors Restated Code of Ethics dated October 15, 2008. This Code includes amendments to the list of reportable mutual funds in Appendix IV, and amended examples of sources of insider information within the Code’s discussion of Insider Trading (See Section “4. Contacts with Public Companies/Other Sources of Inside Information” on pp. 9-10). This amended discussion of insider information further includes a requirement that all supervised persons report information regarding any direct or indirect PIPES offerings received by such supervised persons to the Chief Compliance Officer.

              I hereby also certify that I have read and understand the Restated Code of Ethics dated October 15, 2008. I recognize that I must disclose or report all personal securities transactions required to be disclosed or reported thereunder and comply in all other respects with the requirements of such Code. I certify that I have, to date, complied and agree to comply in the future with the Code. I also agree to cooperate fully with any investigation or inquiry as to whether a possible violation of the foregoing Code has occurred. I understand that any failure to comply in all aspects with the foregoing and this Code may lead to sanctions, including dismissal.

     

     

     

     

     

     

     

    Date: ________________________________________________

     

    ___________________________________________________________________

     

     

     

    Signature

     

     

     

    ___________________________________________________________________

     

     

     

    Print Name



    Appendix IV

    L IST OF M UTUAL F UNDS (40 A CT F UNDS )
    C
    OLUMBUS C IRCLE I NVESTORS S UB -A DVISES AND RELATED FUNDS

     

     

     

     

    All Principal mutual funds, including:

     

     

     

     

     

    o

    Principal Investors Fund – LargeCap Growth

     

     

     

     

     

    o

    Principal Investors Fund – MidCap Growth

     

     

     

     

     

    o

    Principal Investors Fund – Partners SmallCap Growth III

     

     

     

     

     

    o

    Principal Variable Contracts Fund – Growth Account

     

     

     

     

    Saratoga Advantage Trust - Technology & Communications Funds

     

     

     

     

    Transamerica Partners Institutional Mid Growth Fund (formerly Diversified Investment Advisors – Diversified Investors Mid-Cap Growth Fund)

     

     

     

     

    Transamerica Partners Mid Growth Fund (formerly Diversified Investment Advisors – Diversified Institutional Mid-Cap Growth Fund)

     

     

     

     

    Old Mutual Advisor Funds II – Old Mutual Columbus Circle Technology & Communications Fund

     

     

     

     

    Old Mutual Insurance Series Fund – Old Mutual Columbus Circle Technology & Communications Fund

     

     

     

     

    Russell Investment Company – U.S. Core Equity Fund (formerly Russell Investment Company Equity I Fund merged with Russell Investment Company Diversified Equity Fund)

     

     

     

     

    Guidestone Growth Equity I Fund

     

     

     

     

    Vantagepoint Growth Fund



    Dix Hills Partners, LLC

    Code of Ethics

     


    General

    The Code of Ethics is predicated on the principle that the Company owes a fiduciary duty to its Clients. 1 Accordingly, Employees must avoid activities, interests and relationships that run contrary (or appear to run contrary) to the best interests of Clients. At all times, the Company will be mindful to:

     

     

     

     

    Place Client interests ahead of the Company’s – As a fiduciary, the Company will serve in its Clients’ best interests. In other words, Employees may not benefit at the expense of Clients.

     

     

     

     

    Engage in personal investing that is in full compliance with the Company’s Code of Ethics – Employees must review and abide by the Company’s Personal Securities Transaction and Insider Trading Policies.

     

     

     

     

    Maintain full compliance with the Federal Securities Laws – Employees must abide by the standards set forth in Section 204 and Rule 204A-1 under the Advisers Act as well as Rule 17j-1 under the IC Act.

    Any questions with respect to the Company’s Code of Ethics should be directed to the CCO. As discussed in greater detail below, Employees must promptly report any violations of the Code of Ethics or Federal Securities Law to the CCO. All reported Code of Ethics violations will be treated as being made on an anonymous basis.

    Risks

    In developing this policy and procedures, the Company considered the material risks associated with administering the Code of Ethics. This analysis includes risks such as:

     

     

     

     

    Employee engages in various personal trading practices that wrongly make use of Material Non-Public Information resulting in harm to Clients or unjust enrichment to the Employee (These practices include trading ahead of Clients and passing Material Non-Public Information on to spouses and other persons over whose accounts the Employee has control.).

     

     

     

     

    Employees are able to cherry-pick Clients’ trades and systematically move profitable trades to a personal account and let less profitable trades remain in Clients’ accounts.

     

     

     

     

    One or more Employees engage in an excessive volume of personal trading (as determined by the CCO) that detracts from their ability to perform services for Clients.

     

     

     

     

    The personal trading of Employees does not comply with Rule 204A-1 under the Advisers Act or Rule 17j-1 under the IC Act.


     

     


    1

    S.E.C. v. Capital Gains Research, Inc., 375 U.S. at 191-192 (1963).

    Page 1


     

     

     

     

    Employees are not aware of what constitutes Material Non-Public Information.

     

     

     

     

    Employees serve as trustees and/or directors of outside organizations.

     

     

     

     

    Employees use the Company’s property, including research, supplies, and equipment, for personal benefit.

    The Company has established the following guidelines as an attempt to mitigate these risks.

    Guiding Principles & Standards of Conduct

    All Employees will act with competence, dignity and integrity, in an ethical manner, when dealing with Clients, the public, prospects, third-party service providers and fellow Employees. The following set of principles frame the professional and ethical conduct that the Company expects from its Employees:

     

     

     

     

    Act with integrity, competence, diligence, respect, and in an ethical manner with the public, Clients, prospective Clients, Investors, prospective Investors, and Employees;

     

     

     

     

    Place the integrity of the investment profession, the interests of Clients, and the interests of the Company above one’s own personal interests;

     

     

     

     

    Adhere to the fundamental standard that you should not take inappropriate advantage of your position;

     

     

     

     

    Avoid any actual or potential material conflict of interest;

     

     

     

     

    Conduct all personal securities transactions in a manner consistent with this policy;

     

     

     

     

    Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities;

     

     

     

     

    Practice and encourage others to practice in a professional and ethical manner that will reflect favorably on you and the profession;

     

     

     

     

    Promote the integrity of, and uphold the rules governing, capital markets;

     

     

     

     

    Maintain and improve your professional competence and strive to maintain and improve the competence of other investment professionals.

     

     

     

     

    Comply with applicable provisions of the Federal Securities Laws.


     

     

    1.

    Personal Security Transaction Policy

    Employees may not purchase or sell any Security in which the Employee has a Beneficial Interest unless the transaction occurs in an Exempted Security or the Employee has complied with the procedures of this policy as set forth below. Exceptions to the Personal Security Transaction Policy are at the sole discretion of the CCO and must be documented in writing.

    Pre-Clearance Procedures

    Employees must have written clearance for all private placements; new issues such as Initial Public Offerings; transactions in U.S. Government bonds or notes; transactions in derivatives on U.S Government bonds or notes; and transactions in the Federated Enhanced Treasury Income Fund before entering into the transaction. The Company reserves the right to disapprove any proposed transaction that may have the appearance of improper conduct, and may fail to pre-clear a proposed Employee transaction for a number of reasons, including, but not limited to: conflicting sides of a transaction with Clients; violation of a confidentiality agreement; or the proposed transaction is before an intended Client trade program.

    Page 2


    Employees shall complete the Private Placement, IPO, and U.S. Government-Related Security Pre-Clearance Form (Attachment A) when requesting an investment in a private placement; purchase of a new issue such as an Initial Public Offering; transaction in a U.S. Government bond or note; transaction in derivatives on U.S. Government bonds or notes; or transactions in the Federated Enhanced Treasury Income Fund. All pre-clearance requests must be submitted to the CCO.

    With regard to an Employee investment in a private investment vehicle sponsored by Dix Hills (the “Fund”), the Employee shall not be required to obtain pre-approval from the CCO for an “initial” investment or subscription to the Fund. Rather, the execution of the Fund’s subscription document shall serve as evidence of the Company’s pre-clearance of the Employee’s investment in the Fund.

    Reportable Securities

    The Company requires Employees to provide periodic reports (See the Reporting section) regarding transactions and holdings in any Security (as defined in the Compliance Manual), except that Employees are not required to report the following Exempted Securities:

     

     

     

     

    Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

     

     

     

     

    Shares issued by money market funds;

     

     

     

     

    Shares issued by open-end mutual funds other than Reportable Funds, and

     

     

     

     

    Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds.

    Reporting

    The Company must collect three (3) reports from Employees regarding the personal trading activities of the Employees. The reports, as described in further detail below, are: 1. Initial and Annual Securities Accounts Reports; 2. Initial and Annual Holdings Reports; and 3. Quarterly Transaction Reports.

    These reports will enable the Company to maintain compliance with Rule 204A-1 under the Advisers Act, Rule 17j-1 under the IC Act, and will assist the Company to determine with reasonable assurance any indications of conflict of interest with Client trades.

    Initial and Quarterly Securities Accounts Reports

    New Employees are required to report all of their Securities Accounts (as defined in the Compliance Manual) not later than 10 days after an individual becomes an Employee. Employees are required to provide the CCO with a list of all new accounts opened during the quarter within 30 days of the end of the quarter. Both reports can be completed using Attachment B.

    Initial and Annual Holdings Reports

    New Employees are required to report all of their Securities not later than 10 days after an individual becomes an Employee. Employees are required to provide the CCO with a complete list of Securities on an annual basis, or on or before February 14 th of each year. The report shall be current as of December 31 st . Both reports can be completed using Attachment C.

    Page 3


    Employees may elect to forgo the use of the Initial Reporting Forms and Annual Reporting Forms and instead submit their brokerage/custodial statements to the CCO in order to fulfill the initial and annual holding requirements. However, Employees must be certain that their brokerage/custodial statements include at a minimum:

     

     

     

     

    (a)

    the title and type of Security;

     

     

     

     

    (b)

    as applicable, depending on the type of Security, the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Security;

     

     

     

     

    (c)

    the name of any broker, dealer or bank with which the Employee maintains an account in which any Security is held for the Employee’s direct or indirect benefit; and

     

     

     

     

    (d)

    the date in which the Employee submits the report.


     

    EMPLOYEES MUST REPORT THEIR BENEFICIAL INTEREST IN
    ANY SECURITIES ACCOUNTS, REGARDLESS OF THE TYPES OF
    SECURITIES THAT ARE HELD IN THE SECURITIES ACCOUNT.
    THE CCO MUST BE MADE AWARE OF ALL SECURITIES
    ACCOUNTS OWNED BY EMPLOYEES.

    Quarterly Transaction Reports

    Employees shall be required to report all Securities transactions that they have made in Securities Accounts during the quarter, as well as any new Securities Accounts that they have opened during the quarter. Employees have two options to fulfill this requirement. First, Employees may either provide or instruct their broker-dealers to provide to the CCO, duplicate trade confirmations and/or brokerage account statements, not later than thirty (30) days after the end of each calendar quarter. Second if an Employee’s trades do not occur through a broker-dealer (e.g., purchase of a private investment fund), or if the Employee chooses to not provide account statements, such transactions shall be reported separately on the Quarterly Reporting Form provided in Attachment D.

     

    EMPLOYEES ARE REMINDED THAT THEY MUST ALSO REPORT
    TRANSACTIONS AND ACCOUNTS OF MEMBERS OF THE EMPLOYEE’S
    IMMEDIATE FAMILY INCLUDING SPOUSE, CHILDREN AND OTHER
    MEMBERS OF THE HOUSEHOLD IN ACCOUNTS OVER WHICH THE
    EMPLOYEE HAS DIRECT OR INDIRECT INFLUENCE OR CONTROL.

    Trading and Review

    The Company’s Personal Security Transaction Policy is designed to not only ensure its technical compliance with Rule 204A-1 and Rule 17j-1, but also to mitigate any potential material conflicts of interest associated with Employees’ personal trading activities. Accordingly, the Company will closely monitor Employees’ investment patterns to detect the following abuses:

     

     

     

     

    Frequent and/or short-term (60 days) trades;

     

     

     

     

    Trading opposite of Client trades; and

     

     

     

     

    Front-Running Client accounts, which is a practice generally understood to be Employees personally trading ahead of Clients.

    In addition to the Company’s internal monitoring, ACA shall also conduct a post-trade review of Employees’ personal trading activities that focuses on the conflicts of interest noted above.

    Page 4


    The CFO will monitor the CCO’s personal securities transactions for compliance with the Personal Security Transaction Policy.

    If the Company discovers that an Employee is personally trading contrary to the policies set forth above, the Employee shall meet with the CCO to review the facts surrounding the transactions.

    Reporting Violations and Remedial Actions

    The Company takes the potential for conflicts of interest caused by personal investing very seriously. As such, the Company requires its Employees to promptly report any violations of the Code of Ethics to the CCO.

    If any violation of the Company’s Personal Security Transaction Policy is determined to have occurred, the CCO may impose sanctions and take such other actions, including, without limitation, requiring that the trades in question be reversed, requiring the disgorgement of profits or gifts, issuing a letter of caution or warning, issuing a suspension of personal trading rights or suspension of employment (with or without compensation), imposing a fine, making a civil referral to the SEC, making a criminal referral, and/or terminating employment for cause or any combination of the foregoing. All sanctions and other actions taken shall be in accordance with applicable employment laws and regulations. Any profits or gifts forfeited shall be paid to the applicable Client(s), if any, or given to a charity, as the CCO shall determine is appropriate.

    No less frequently than annually, the CCO will prepare a Rule 17j-1(c)(2)(ii) report to the Federated Enhanced Treasury Income Fund’s CCO and Board of Directors which:

     

     

     

     

    Describes any issues arising under this Code of Ethics since the last Rule 17j-1(c)(2)(ii) report as well as a description of any remedial actions taken; and

     

     

     

     

    Certifies that Dix Hills has adopted procedures reasonably necessary to prevent Employees from violating this Code.

     

     

     

    2.

    Insider Trading Policy

    Section 204A of the Advisers Act requires every investment adviser to establish, maintain, and enforce written policies and procedures reasonably designed, taking into consideration the nature of such investment adviser’s business, to prevent the misuse of Material Non-public Information by such investment adviser or any person associated with such investment adviser. In accordance with Section 204A, the Company has instituted procedures to prevent the misuse of Material Nonpublic Information.

    In the past, securities laws have been interpreted to prohibit the following activities:

     

     

     

     

    Trading by an insider while in possession of Material Non-Public Information; or

     

     

     

     

    Trading by a non-insider while in possession of Material Non-Public Information, where the information was disclosed to the non-insider in violation of an insider’s duty to keep it confidential; or

     

     

     

    Communicating Material Non-Public Information to others in breach of a fiduciary duty.

    Page 5


    Whom Does the Policy Cover?

    This policy covers all of the Company’s Employees as well as any transactions in any securities participated in by family members, trusts or corporations directly or indirectly controlled by such persons. In addition, the policy applies to transactions engaged in by corporations in which the Employee is a 10% or greater stockholder and a partnership of which the Employee is a partner unless the Employee has no direct or indirect control over the partnership.

    What Information is Material?

    Individuals may not be held liable for trading on inside information unless the information is material. Advance knowledge of the following types of information is generally regarded as material:

     

     

     

     

    Dividend or earnings announcements

     

     

     

     

    Write-downs or write-offs of assets

     

     

     

     

    Additions to reserves for bad debts or contingent liabilities

     

     

     

     

    Expansion or curtailment of company or major division operations

     

     

     

     

    Merger, joint venture announcements

     

     

     

     

    New product/service announcements

     

     

     

     

    Discovery or research developments

     

     

     

     

    Criminal, civil and government investigations and indictments

     

     

     

     

    Pending labor disputes

     

     

     

     

    Debt service or liquidity problems

     

     

     

     

    Bankruptcy or insolvency problems

     

     

     

     

    Tender offers, stock repurchase plans, etc.

     

     

     

     

    Recapitalization

    Information provided by a company could be material because of its expected effect on a particular class of a company’s securities, all of the company’s securities, the securities of another company, or the securities of several companies. The misuse of Material Non-Public Information applies to all types of securities, including equity, debt, commercial paper, government securities and options.

    Material information does not have to relate to a company’s business. For example, information about the contents of an upcoming newspaper column may affect the price of a Security, and therefore be considered material.

    What Information is Non-Public?

    In order for issues concerning Inside Trading to arise, information must not only be material, but also non-public.

    Once non-public information has been effectively distributed to the investing public, it can no longer be classified as Material Non-Public Information. However, the distribution of Material Non-Public Information must occur through commonly recognized channels for the classification to change. In addition, the information must not only be publicly disclosed, there must be adequate time for the public to receive and digest the information. Lastly, non-public information does not change to public information solely by selective dissemination.

    Employees must be aware that even where there is no expectation of confidentiality, a person may become an insider upon receiving Material Non-Public Information. Whether the “tip” made to the Employee makes him/her a “tippee” depends on whether the corporate insider expects to benefit personally, either directly or indirectly, from the disclosure.

    Page 6


    The “benefit” is not limited to a present or future monetary gain; it could be a reputation benefit or an expectation of a quid pro quo from the recipient by a gift of the information.

    Selective Disclosure

    Employees must never disclose proposed/pending trades to any Client or other individual/entity outside of the Company without prior consent or direction from the Client. Additionally, Employees must not disclose the holdings of the Federated Enhanced Treasury Income Fund to third-parties unless approved by the Federated Enhanced Treasury Income Fund’s Board of Directors or CCO.

    The Company will provide certain information relating to the performance of the Funds to Investors, as requested. All Investors are provided with the opportunity to request such information to ensure that no selective disclosure of such information has occurred.

    Penalties for Trading on Material Non-Public Information

    Severe penalties exist for firms and individuals that engage in the act of Inside Trading, including civil injunctions, treble damages, disgorgement of profits and jail sentences. Further, fines for individuals and firms found guilty of Inside Trading are levied in amounts up to three times the profit gained or loss avoided, and up to the greater of $1,000,000 or three times the profit gained or loss avoided, respectively.

     

     

    3.

    Outside Business Activities

    Employees may, under certain circumstances, be granted permission to serve as directors, trustees or officers of outside organizations by reporting intent to serve to the CCO. These organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. Employees may also receive compensation for such activities.

    Employees are prohibited from engaging in outside activities without the prior written approval of the CCO. Approval will be granted on a case by case basis, subject to proper resolution of potential conflicts of interest. Outside activities will be approved only if any conflict of interest issues can be satisfactorily resolved and all of the necessary disclosures are made on Part II of Form ADV. The preferred method for reporting to the CCO is via email.

     

     

    4.

    Diversion of Firm Business or Investment Opportunity

    No Employee may acquire, or receive personal gain or profit from, any business opportunity that comes to his or her attention as a result of his or her association with the Company and in which he or she knows the Company might be expected to participate or have an interest, without disclosing in writing all necessary facts to the CCO, offering the particular opportunity to the Company, and obtaining written authorization to participate from the CCO.

    Any personal or family interest of an Employee in any Company business activity or transaction must be immediately disclosed to the CCO. For example, if an Employee becomes aware that a transaction being considered or undertaken by the Company may benefit, either directly or indirectly, an Employee or a family member thereof, the Employee must immediately disclose this possibility to the CCO.

    The preferred method for informing the CCO of any of items under this topic is via email.

    Page 7


     

     

    5.

    Improper Use of the Company’s Property

    No Employee may utilize property of the Company or utilize the services of the Company or Employees, for his or her personal benefit or the benefit of another person or entity, without approval of the CCO. For this purpose, “property” means both tangible and intangible property, including the Company and Employee funds, premises, equipment, supplies, information, business plans, business opportunities, confidential research, intellectual property or proprietary processes, and ideas for new research or services.

     

     

    6.

    Protection of the Company’s Name

    Employees should at all times be aware that the Company’s name, reputation and credibility are valuable assets and must be safeguarded from any potential misuse. Care should be exercised to avoid the unauthorized use of the Company’s name in any manner that could be misinterpreted to indicate a relationship between the Company and any other entity or activity.

     

     

    7.

    Employee Involvement in Litigation or Proceedings

    Employees must advise the CCO immediately if they become involved in or threatened with litigation or an administrative investigation or proceeding of any kind, are subject to any judgment, order or arrest, or are contacted by any regulatory authority.

     

     

    8.

    Travel Expenses

    Employees may charge to the Company normal and reasonable travel and travel-related expenses incurred for a Company business purpose. Such expenses may include meals and incidentals, travel costs (air, train, etc.), lodging expenses, business phone calls and other miscellaneous travel-related expenses. When incurring such expenses, Employees must use reasonable judgment and generally be aware of escalating travel costs. While the Company has not prescribed limits on such expenses, the Company may reiterate its policy with Employees as necessary.

    Disclosure

    The Company shall describe its Code of Ethics in Part II of Form ADV and, upon request, furnish Clients with a copy of the Code of Ethics. All client requests for the Company’s Code of Ethics shall be directed to the CCO.

    Recordkeeping

    The Company shall maintain records in the manner and to the extent set forth below, which records shall be available for appropriate examination by representatives of regulatory authorities or the Company’s management.

     

     

     

     

    A copy of this Code of Ethics and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;

     

     

     

     

    A record of any violation of this Code of Ethics and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

     

     

     

     

    A record of all written acknowledgements (annual certifications) as required by the Manual for each person who is currently, or with the past five years was, an Employee of the Company.

    Page 8


     

     

     

     

    A copy of each report made pursuant to this Code of Ethics by an Employee, including any information provided in lieu of reports, shall be preserved by the Company for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place;

     

     

     

     

    A list of all persons who are, or within the past five years have been, required to make reports pursuant to this Code of Ethics, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place;

     

     

     

     

    The Company shall preserve a record of any decision, and the reasons supporting the decision, to approve the acquisition of any Private Offering, IPO, or U.S. Government bond, note or derivative position on a U.S. Government bond or note by Employees for at least five years after the end of the fiscal year in which the approval is granted, the first two years in an easily accessible place; and

     

     

     

     

    The Company shall preserve the Rule 17j-1(c)(2)(ii) reports for at least five years after the end of the fiscal year in which the report was made, the first two years in an easily accessible place.

    Responsibility

    The CCO will be responsible for administering the Code of Ethics. All questions regarding the policy should be directed to the CCO.

    All Employees are responsible for their individual compliance with this Code of Ethics. Employees are responsible for reporting violations of the Code of Ethics or Federal Securities Law to the CCO. Employees must acknowledge their receipt and understanding of the Code of Ethics upon commencement of their employment, after material amendment to the Code of Ethics, or upon request of the CCO.

    Page 9


    Attachment A—Private Placement, IPO, and U.S. Government-Related Security Pre-Clearance Form

     

     

    Name of Issuer: ___________________________________

     

     

    Type of Security:

    ___________________________________

     

     

    Public Offering Date:

    ___________________________________

     

    (for proposed IPO investments only)

    By signing below, I certify and acknowledge the following:

     

     

     

     

    1.

    I am not investing in this Limited Offering or IPO to profit improperly from my position as a Company Employee;

     

     

     

     

    2.

    The investment opportunity did not arise by virtue of my activities on behalf of a Company client; and

     

     

     

     

    3.

    To the best of my knowledge, no Company Clients have any foreseeable interest in purchasing this Security.

     

     

     

     

    4.

    If I am seeking to invest in an unregistered investment fund, the investment strategy pursued by the fund is dissimilar from the investment strategy generally pursued by the Company. .

    Furthermore, by signing below, I certify that I have read the Company’s Code of Ethics and believe that the proposed trade fully complies with the requirements of this policy. I understand the Company reserves the right to direct me to rescind a trade even if approval is granted. I also understand that a violation of this policy will be grounds for disciplinary action or dismissal and may also be a violation of federal and/or state securities laws. I have provided all offering materials related to this proposed investment to the CCO at his request.

    Date: _____________ Signature:           ___________________________________

    Print Name:     ___________________________________

     

     

     

     

     

     

     

    Internal Use Only

     

     

     

     

     

     

     

    _____ Approved

     

    _____ Not Approved

     

    Person Approving ________________

     

     

     

     

     

    Reasons Supporting Decision to Approve/Not Approve: _________________________________

     

     ______________________________________________________________________________

     

     

     

     

    Page 10


    Attachment B—Initial and Quarterly Securities Account Report

    Employee           _______________________________________________ (Print Name)

    Information submitted current as of __________________________ (Date)

    In accordance with Dix Hills’ Code of Ethics, please provide a list of all securities accounts in which you have a beneficial interest. Note that this includes accounts of immediate family members living in your household.

     

     

     

    Name of Broker, Dealer or Bank

    Account Title

    Account Number

         

     

     

     

         

     

     

     

         

     

     

     

         

     

     

     

         

     

     

     

         

     

     

     

         

     

     

     

         

     

     

     

         

     

     

     

         

     

     

     

         

     

     

     

         

     

     

     

         

     

     

     

         

     

     

     

         

     

     

     

         

     

     

     

    I certify that this form fully discloses all of the securities accounts in which I have a beneficial interest.

     

     

     

    ______________________________________________

     

    ________________________

    Signature

     

    Date

    Page 11


    Attachment C—Initial and Annual Holdings Report

              In accordance with Dix Hills’ Code of Ethics, please provide a list of all reportable securities in which you have a beneficial interest. This includes securities held by broker/dealers and other custodians, at your home, in safe deposit boxes, and by an issuer.

     

     

     

     

     

    Number of
    Shares
    (if applicable)

    Security Name

    Type
    (e.g., equity;
    Fixed income)

    Ticker or
    CUSIP
    (if applicable)

    Principal Amount
    (if applicable)

             

     

     

     

     

     

             

     

     

     

     

     

             

     

     

     

     

     

             

     

     

     

     

     

             

     

     

     

     

     

             

     

     

     

     

     

             

     

     

     

     

     

             

     

     

     

     

     

             

     

     

     

     

     

             

     

     

     

     

     

             

     

     

     

     

     

             

     

     

     

     

     

             

     

     

     

     

     

             

     

     

     

     

     

             

     

     

     

     

     

             

     

     

     

     

     

             

     

     

     

     

     

             

     

     

     

     

     

             

     

     

     

     

     

             

     

     

     

     

     

             

     

     

     

     

     

             

     

     

     

     

     

     

     

     

     

     

    Use additional sheets as necessary.

    I certify that this form fully discloses all of the reportable securities in which I have a beneficial interest. Nothing in this report should be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the securities contained in this report.

     

     

     

    _______________________________________________

     

    ___________________

    Signature

     

    Date


     

    Reviewed by:  _____________________________

     

    Date of Review:  ___________________________

     

    Exception(s) Noted:     _____No     ______Yes

     

    If Yes, Describe: ___________________________

     

    Page 12


    Attachment D—Quarterly Transaction Report

    REPORTING EMPLOYEE: ___________________________________

    FOR QUARTER ENDED: _________________________________________

    In accordance with Dix Hills’ Code of Ethics, please provide a list of all reportable securities transactions that have occurred during the previous calendar quarter in any account in which you maintain a beneficial interest.

     

     

     

     

     

     

     

     

     

     

    Number
    of Shares

    Security Name

    Type (e.g.,
    equity;
    fixed
    income)

    Ticker
    or
    CUSIP

    Principal
    Amount

    Buy (acquire)/
    Sell (dispose)

    Interest rate/
    maturity

    Price

    Date

    Broker, Dealer or
    Bank

                       

     

     

     

     

     

     

     

     

     

     

                       

     

     

     

     

     

     

     

     

     

     

                       

     

     

     

     

     

     

     

     

     

     

                       

     

     

     

     

     

     

     

     

     

     

                       

     

     

     

     

     

     

     

     

     

     

                       

     

     

     

     

     

     

     

     

     

     

                       

     

     

     

     

     

     

     

     

     

     

                       

     

     

     

     

     

     

     

     

     

     

                       

     

     

     

     

     

     

     

     

     

     

    Nothing in this report should be construed as an admission that the person making the report has any beneficial ownership in the securities to which the report relates. Deliver to the CCO within 30 days of the end of each calendar quarter. Use additional sheets as necessary.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

      Reviewed by: _________________

    _________________________________

     

    _____________

     

     

     

    Signature

     

    Date

     

     

      Date of Review: ___________________

     

     

     

     

     

     

     

     

     

     

      Exception(s) Noted:     ____No     _____Yes

     

     

     

     

     

     

     

     

     

     

     

      If Yes, Describe: ____________________

     

     

     

     

     

     

     

     

     

     

     

     

    Page 13


    CIRCLE T EXPLORER ASSET MANAGEMENT, LLC
    CODE OF ETHICS

     

     

    I.

    INTRODUCTION AND STANDARDS OF BUSINESS CONDUCT

     

     

    A.

    General

              Circle T Explorer Asset Management, LLC (the “Company”) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). In accordance with Rule 204A-1 under the Advisers Act, the Company has adopted this code of ethics (the “Code of Ethics” or the “Policy”) to prevent violations of federal securities laws. Moreover, this Policy is intended to help the Company personnel (“you”) understand the Company’s obligations as a registered investment adviser and to assist you in complying with these obligations.

              The Company expects all employees to act with honesty, integrity and professionalism and to adhere to federal securities laws.

     

     

    B.

    Standards of Business Conduct

              In general, investment advisers are fiduciaries with respect to their respective advisory clients. The Advisers Act is the federal statute governing most investment advisers and enhances the fiduciary nature of the relationships between investment advisers and their clients. Section 206(4) of the Advisers Act prohibits any investment adviser from engaging in any act, practice or course of business that is fraudulent, deceptive or manipulative. In particular, Section 206 of the Advisers Act makes it unlawful for any investment adviser and for you:

     

     

     

     

    to employ any device, scheme, or artifice to defraud a client or prospective client;

     

     

     

     

    to engage in any transaction, practice, or course of business which defrauds or deceives a client or prospective client;

     

     

     

     

    knowingly to sell any security to or purchase any security from a client when acting as principal for his or her own account, or knowingly to effect a purchase or sale of a security for a client’s account when also acting as broker for the person on the other side of the transaction, without disclosing to the client in writing before the completion of the transaction the capacity in which the adviser is acting and obtaining the client’s consent to the transaction; and

     

     

     

     

    to engage in fraudulent, deceptive or manipulative practices.

              As an investment adviser, the Company stands in a position of trust and confidence with respect to its clients. Accordingly, the Company has a fiduciary duty to its clients, including a duty to make full and fair disclosure of any potential conflicts of interest that may arise.

    1


    Investors in any hedge fund 1 or managed account (if any 2 ) that the Company advises (the “Funds” and the “Managed Accounts,” respectively) must have the utmost trust and confidence that the Company will act in their best interests. This requires not only actual good faith on the Company’s part, but the appearance of good faith as well. In order to achieve and maintain this high level of trust and confidence, the Company has adopted this Code of Ethics.

     

     

    C.

    Scope of Code of Ethics – Who Must Comply

              The Company’s policies and procedures are based on the general concepts of fiduciary duty, the specific requirements of the Advisers Act and other U.S. federal securities laws relating to the operations of investment advisers, as well as the Company’s internal policies. All officers, directors, partners and employees of the Company and any other person who provides advice on behalf of the Company and is subject to the Company’s control and supervision (collectively referred to as “Supervised Persons”) must adhere to the Code of Ethics. 3 Moreover, all Supervised Persons must comply with the applicable federal securities laws. 4 Technical compliance will not insulate anyone from scrutiny of any actions that create the appearance of a violation.

              This Policy cannot cover every possible situation that may arise in the conduct of the Company’s business. If you are uncertain about how to react in certain circumstances, a single question often can do much to avoid a serious problem. If you have any questions, contact the Company’s Chief Compliance Officer. You must also notify the Company’s Chief Compliance Officer immediately if you have any reason to believe that a violation of these policies has occurred or is about to occur.

     

     

    D.

    Penalties for Violating the Code of Ethics

              You should be aware that the Company may impose penalties for breaches of the policies and procedures contained in this Policy. Depending on the nature of the breach, penalties may include a letter of censure, profit “give ups,” fines, referrals to regulatory and self-regulatory bodies and dismissal.

     

     


    1 The Funds that the Company operates are not registered investment companies because such Funds are exempt from the definition of “investment company” pursuant to Section 3(c)(1) and/or 3(c)(7) of the Investment Company Act of 1940, as amended.

     

     

    2 The Company does not currently advise any managed accounts.

     

     

    3 A sub-category of employees referred to as “Access Persons” must also adhere to certain reporting requirements with respect to personal securities transactions. See Section II.B. PREVENTION OF INSIDER TRADING, PERSONAL SECURITIES TRANSACTIONS AND OUTSIDE BUSINESS ACTIVITIES – Personal Securities Transactions.

     

     

    4 For the purposes of this Policy, the term “federal securities laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any ruled adopted thereunder by the SEC or the Department of Treasury.

    2


              In the event any Supervised Person, after reviewing the Code of Ethics and signing an acknowledgement as to understanding and agreeing to abide by the Company’s policies and procedures, violates any provision, policy or procedure outlined in this Policy, the Supervised Person may be subject to various sanctions, depending on the violation, including a verbal reprimand, a written reprimand, or the termination of employment with the Company.

              Specific sanctions imposed will be determined on a case-by-case basis and will be based upon the infraction and a determination by the senior management of the Company.

              Furthermore, depending on the violation, a Supervised Person who breaches the Company’s Code of Ethics may be subject to civil or criminal actions.

     

     

    E.

    Duties Toward the Company - Conflicts of Interest

              As a Supervised Person, you have an obligation of loyalty towards the Company; under no circumstances are you to use your professional position directly or indirectly for personal purposes by taking unfair advantage of any confidential or inside information or by profiting in any other way from your professional position. You should be extremely careful to avoid any personal conflict of interest with the Company or its clients.

              Supervised Persons are reminded that they must give prior notice of, and under certain circumstances receive approval for, any outside activity in which they wish to engage. This includes outside business interests, private securities transactions, and maintenance of personal brokerage accounts.

              Supervised Persons may not use the Company’s name in connection with any outside activity without prior approval from the Chief Compliance Officer. Even when use is approved, care should be exercised so that the name is not used in any inappropriate manner or which could be misinterpreted as an endorsement by the Company of the employee’s activity.

              Supervised Persons may not use their authority or position for their personal gain.

     

     

    F.

    Grants and Gifts

     

     

    1.

    General Prohibitions

              Giving or receiving gifts in a business setting may give rise to an appearance of impropriety or raise a potential conflict of interest. As a general rule, Supervised Persons are prohibited from accepting any gift. However, gifts of strictly nominal value are allowed. This includes normal and customary business entertainment (e.g., business meals and entertainment where the person providing the entertainment is present) that is not “lavish,” the cost of which would be paid for by the Company as a reasonable expense if not paid by the client. While “nominal value” and “lavish entertainment” are difficult to define, any gift or entertainment is not acceptable if an independent third party might think that the Supervised Person would be influenced in conducting business. Gifts of an extraordinary or extravagant

    3


    nature to an employee should be declined or returned in order to avoid compromising the reputation of the Supervised Person or the Company.

              These principles also apply to relationships between a Supervised Person and any official bodies or persons, as well as with clients. Any act that might be interpreted as an attempt at bribery is strictly prohibited. If any direct or indirect financing is provided to political parties, foundations or associations, it must be given in full compliance with the laws in force and must take place under supervision of persons authorized to carry out this activity.

     

     

    2.

    Acceptable Gifts and Entertainment

              Examples of acceptable conduct include the following:

     

     

     

     

    Acceptance of gifts, gratuities or amenities or favors based on obvious family or personal relationships where the circumstances make it clear it is those relationships rather than the Company’s business which are the motivating factor.

     

     

     

     

    Acceptance of meals, refreshments, travel arrangements or accommodations, or entertainment, all of reasonable value and in the course of a meeting or other occasion, the purpose of which is to hold bona fide business discussions, provided that the expenses would be paid for by the Company as a reasonable business expense if not paid for by the other party.

     

     

     

     

    Acceptance of advertising or promotional material of reasonable value, such as pens, pencils, note pads, key chains, calendars and similar items.

     

     

     

     

    Acceptance of discounts or rebates on merchandise or services that do not exceed those available to arm’s-length clients.

     

     

     

     

    Acceptance of gifts of reasonable value that are related to commonly recognized events or occasions, such as promotion, wedding, retirement or holiday.

              Except as described above, Supervised Persons or their immediate families are not permitted to accept fees, gifts, entertainment, payments or other favors in connection with any business of the Company.

     

     

    G.

    Borrowing Money from Suppliers or Clients

              Supervised Persons may not borrow money from any of the Company’s suppliers or clients unless otherwise agreed to by the Chief Compliance Officer, or its designee. However, the receipt on customary terms in connection with the purchase of goods or services is not considered to be borrowing within the foregoing prohibition. In addition, acceptance of loans from other banks or financial institutions on customary terms to finance proper and usual activities, such as home mortgage loans, is permitted except where prohibited by law.

    4


              Questions about gifts and gratuities should be directed to the Company’s Chief Compliance Officer.

     

     

    II.

    PREVENTION OF INSIDER TRADING, PERSONAL SECURITIES TRANSACTIONS AND OUTSIDE BUSINESS ACTIVITIES

     

     

    A.

    Insider Trading

     

     

    1.

    General

     

     

              Trading securities - including equity and debt securities and derivative instruments - while in possession of material, non-public information (“inside information”), or improperly communicating that information to others, is frequently referred to as “insider trading.” As described below, insider trading may expose you to stringent penalties, including dismissal, substantial personal liability and criminal fines or imprisonment. The restrictions on insider trading apply both to your personal trades and to trades on behalf of others, including the Funds that the Company manages and any future Managed Accounts that the Company might manage.

              This discussion on insider trading is drafted broadly; it will be applied and interpreted in a similar manner. The Company’s policy on insider trading applies to securities trading and information handling by all Supervised Persons of the Company (including spouses, minor children and adult members of their households and any other relative of a Company Supervised Person on whose behalf the Company Supervised Person is acting) for their own account or the account of any client of the Company.

     

     

    2.

    What Is Inside Information?

              To constitute Inside Information, information must:

     

     

     

     

     

    (a) emanate from an “Insider”

     

     

     

     

     

    (b) be material; and

     

     

     

     

     

    (c) be non-public.

     

     

     

     

    a.

    Who is an Insider?

              The rule against insider trading prohibits trading while in possession of information which is received, directly or indirectly, from an “Insider” who discloses that information through a breach of duty. The concept of an “Insider” is broad. It includes officers, directors, members, and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the course of performing services for the Company and, as a result, is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants,

    5


    bank lending officers, and the employees of such organizations. In addition, the Company and/or its affiliates may become a temporary insider of companies that the Company advises or for which the Company performs other services.

              If you receive, either directly or indirectly, material, non-public information from an “Insider,” you should not trade in the security to which the information pertains. If you do not know the ultimate source of the information you have received, you should not trade in the securities until you have taken reasonable steps to assure that the ultimate source of the information is not an “Insider.” When you do not know the ultimate source of your information, there is a risk that the information was initially leaked by an “Insider” through the breach of a duty. The reason for taking steps to ascertain the source of the information is to reduce that risk. If you learn that the source of material information is an “Insider,” you should not trade in the security to which the information pertains until you ascertain that the information is public.

              While the rule against insider trading is dependent upon a showing that the Insider who leaked the information did so through a breach of duty, it will, in most instances, be very difficult to ascertain whether such a breach occurred in connection with the release of information. There are various contexts in which a person breaches a duty by transmitting material, non-public information. For example, an officer of an issuer violates his duty if he intentionally transmits material, non-public information concerning the company without any justifiable business purpose and the officer knows or should know that the recipient of the information will trade in the issuer’s securities after receiving such information. A secretary of a law firm working on a merger breaches her duty to the law firm by revealing information about the issuer which is the subject of the merger. The printer at a print shop who is working on disclosure documents which have not yet been filed with the SEC breaches his duty to his employer by disclosing information about the impending transaction.

              Because it is difficult to know whether an Insider is breaching a duty by disclosing information to you, as a cautionary measure, you should not trade in a security when you have received material, non-public information about the security from an Insider, regardless of whether you have been able to ascertain that the information was disclosed in connection with a breach of a duty .

     

     

     

     

    b.

    What Is Material Information?

              Information is “material” when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this standard applies to information which, if disclosed, is likely to have a substantial effect on the price of a company’s securities. No simple “bright line” test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. However, if the information you have received is, or could be, a factor in your trading decision, you must assume that such information is material.

              While “material” information can cover many things, information or other guidance with respect to the following matters are generally considered material:

    6


     

     

     

     

    Earnings;

     

     

     

     

    Mergers, acquisitions, tender offers, joint ventures, or changes in assets;

     

     

     

     

    New products or discoveries;

     

     

     

     

    Developments regarding customers or suppliers (such as acquisition or loss of a contract);

     

     

     

     

    Changes in control or management;

     

     

     

     

    Changes in auditors, or auditor notification that the issuer may no longer rely on the audit report;

     

     

     

     

    Events regarding the issuer’s securities such as: defaults, redemptions, splits, repurchase plans, changes in dividends, changes in rights of holders, sales of securities and/or bankruptcies/receiverships.

              Information relating to the market for a security, such as a significant purchase or sale order, also may be material.

              If you are not sure whether information you have received is material, you should discuss it with the Chief Compliance Officer before trading on such information.

              The Securities and Exchange Commission (the “SEC”) considers one kind of information -- earnings guidance -- to virtually always be material. When an issuer official engages in a private conversation with an analyst or a fund manager who is seeking guidance about earnings estimates, the issuer official is taking on a high degree of risk that he or she may be disclosing material, non-public information. If the issuer official communicates non-public information selectively to the analyst or the fund manager that the Company’s anticipated earnings may be higher than, lower than, or even the same as, what analysts have been forecasting, there is a risk that the issuer official is violating Regulation FD which prohibits selective disclosure of material non-public information.

              While an analyst or fund manager who receives such selective disclosure is not subject to the prohibitions of Regulation FD, you should, nevertheless, avoid soliciting such selectively disclosed information. In this regard, you should be wary of the kind of information you receive from an issuer official immediately following the end of an issuer’s fiscal quarter or year end before the results of the fiscal period are publicly released. This does not mean that conversations with issuer officials are prohibited during the period between the end of a fiscal period and the issuer’s public release of earnings information; it just means that you should be cautious in such conversations and, if the information received is too specific, you should refrain from trading until you discuss what you have received with the Chief Compliance Officer.

              The Company’s research efforts may sometimes include contacting customers and suppliers of an issuer and visiting retail or distribution centers for the issuer’s products. When such field research is conducted, you should always use your actual name. It is not necessary to disclose your affiliation with the Company, but you should not affirmatively misrepresent your affiliation. It is permissible to discuss the issuer with employees of the issuer to obtain general information; however, if you believe that you may have received material, non-public

    7


    information, you should discuss what you have received with the Chief Compliance Officer in order to evaluate our ability to trade in the securities to which the information pertains.

              Lastly, you should understand that, although you are not permitted to trade while in possession of material, non-public information which emanated from an Insider who breached their duty, the SEC itself has recognized that you are permitted to gather non-material pieces of non-public information “to create a mosaic from which a material, non-public conclusion may be drawn” as the insider trading laws are not intended to restrict such activity and analysis.

     

     

     

     

    c.

    When Is Information Public?

              Information is “public” when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC, publication on the Dow Jones Newswires, The Wall Street Journal or some other publication of general circulation and after sufficient time has passed so that the information has been disseminated widely.

              If you are not sure whether information you have received is public you should discuss it with the Chief Compliance Officer before trading on such information.

              Information furnished by an issuer in a webcast or conference call which is publicly announced in advance and made available to analysts, investment managers and the general investing public also would be deemed public. On the other hand, information provided by an officer of an issuer in a one-on-one private conversation with an analyst or fund manager would generally not be deemed public information. Consequently, you should be careful in having one-on-one conversations with Insiders since it is possible that material information which has not yet been publicly disseminated might be disclosed in such conversations. If it is, you should not trade in the subject security until the information is public.

              Rumors do not necessarily constitute public information. If the so-called “rumor” is reported as a rumor in the financial press, then you can consider it public. However, if it is not disseminated in a manner that constitutes “public” information as described above you run the risk that the information is non-public and, if it is both material and was disclosed, directly or indirectly, through the breach of a duty, you may be prohibited from trading on the basis of it. That is why you should always try to ascertain the original source of information that you receive. One acceptable way to determine whether a “rumor” is publicly available would be to call the issuer’s public relations officer and inquire as to whether the company has publicly confirmed or denied the rumor. You should not contact any other officer or employee of the issuer to determine the accuracy of a rumor because a confirmation or a denial of the rumor could, in itself, constitute non-public information.

    8


     

     

     

     

    d.

    Possession of the Information Is Enough to Prohibit Trading

              The SEC takes the position that a party who is in possession of improperly obtained material, non-public information concerning an issuer may not trade in the issuer’s securities regardless of whether the person is relying on the information in making the trade. According to the SEC, possession is enough to create liability, and it is not a defense to an insider trading violation that you did not rely upon the information you possessed when you made the trade.

     

     

    3.

    Tender Offers

              Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary fluctuations in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and “tipping” while in possession of Inside Information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. The Company’s Supervised Persons should exercise particular caution any time they believe that they may have become aware of any non-public information (regardless of how trivial such information may be) relating to a tender offer.

     

     

    4.

    Misappropriated Information

              There may be circumstances in which you may obtain information about an issuer from persons who are not employed by, or owe a duty of confidentiality to, the issuer and are not deemed to be Insiders or Temporary Insiders. Such non-insiders may be persons who have, or are employed with companies who have, arms-length dealings with the issuer, such as vendors and suppliers.

              “Non-insiders” should be distinguished from “quasi-insiders.” A quasi-insider is someone who possesses a relationship with the issuer that gives him or her access to confidential information about the issuer and has a duty to keep such information confidential. An attorney, accountant or consultant to the issuer is a typical example of a quasi-insider. You should not solicit or obtain information about the issuer from quasi-insiders.

              While you should not solicit information from quasi-insiders, it is permissible for you to solicit information from non-insiders concerning the issuer. You should not, under any circumstances, however, provide any form of payment or item of value to non-insiders in exchange for the information. In addition, you should understand that an employee of a non-insider entity such as a supplier, vendor or other entity which has arms-length dealings with the issuer, while not owing a duty of confidentiality to the issuer, may owe a duty to his or her own employer not to disclose confidential information to persons such as analysts or fund managers. Though you may not know, in a particular situation, whether such employee has a duty of confidentiality, if you do learn, based on the circumstances, that the employee would be breaching any duty to his employer by disclosing the information to you, you should not obtain such information from that person.

    9


              Lastly, if an investor in one of the Funds (or in the future, in a Managed Account that the Company manages) is a vendor or supplier of, or has any other business or personal relationship with, an issuer whose securities you are researching, you should not discuss the issuer with that investor.

     

     

    5.

    Restrictions on Disclosure

              It is possible that material nonpublic information may be obtained from time to time in the course of employment related activities performed on behalf of the Company. The Company’s officers and Supervised Persons may not disclose any inside information (whether or not it is material) relating to the Company, its investors or any securities transactions to any person outside the Company (unless such disclosure has been authorized by the Company’s Chief Compliance Officer). Inside information may not be communicated to anyone inside or outside of the Company, except among the Company’s deal team members on a “need to know” basis. This information must also be secured. For example, you should restrict access to your paper files and computer files and be aware that conversations containing inside information, if appropriate at all, should be conducted in private.

     

     

    6.

    Penalties

              Penalties for communicating or trading on material nonpublic information are severe, both for individuals involved in such unlawful conduct and for their employers. The unlawful use of inside information subjects the person engaged in the unlawful trading and, among others, his or her employer to civil liability (even if the employee or employer does not personally benefit from the violation). For a party’s first insider trading violation, the SEC may impose against controlling persons civil penalties of $1MM or three times any profits obtained or losses avoided and may impose against corporations civil penalties of $2.5MM for failing to take proper steps to prevent insider trading or tipping violations by those who are under their supervision.

              The law requires broker-dealers and investment advisers to adopt, maintain and enforce written insider trading policies and procedures designed to prevent the misuse of material nonpublic information by their directors, officers and employees. Failing to do so can be a predicate for an SEC disciplinary action or, if violations occur, an SEC suit to recover the civil penalties from controlling persons and violators. Violators are also subject to criminal penalties.

              The Company takes its obligation to detect and prevent insider trading with the utmost seriousness. You must understand that in addition to criminal and civil liability that may result from insider trading, the Company may impose penalties for breaches of the policies and procedures contained in this manual, even in the absence of any indication of insider trading. Depending on the nature of the breach, penalties may include a letter of censure, profit “give ups”, fines, referrals to regulatory and self-regulatory bodies and dismissal.

    10


     

     

    7.

    Self-Reporting

              You must notify the Chief Compliance Officer immediately if you have any reason to believe that a violation of the Company’s insider trading policy has occurred or is about to occur, whether such violation involves you or other Supervised Persons of the Company. Failure to do so constitutes grounds for disciplinary sanctions, including dismissal.

     

     

    B.

    Personal Securities Transactions

     

     

    1.

    Who Must Comply – All Access Persons and All Employees

              The policies and procedures applicable to the personal securities transactions of the Company’s employees (which includes its Access Persons) are contained herein.

              The term “Access Person” is a functional definition that refers to any Supervised Person that performs the following functions:

     

     

     

     

    Has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any “reportable fund” 5 ; or

     

     

     

     

    Is involved in making securities recommendations to clients, or has access to such recommendations that are nonpublic

              In addition, the term “Access Persons” includes portfolio management personnel and any client service representative who communicates investment advice to clients since the SEC believes that such a person is in a position to take advantage of his or her inside knowledge.

              Since this Company’s primary business is to provide investment advisory services, all of the Company’s directors, officers and partners are presumed to be Access Persons pursuant to Rule 204A-1(e)(1)(ii) under the Advisers Act. Further, the Company treats all of its employees as Access Persons as well. The term employees is used throughout and also includes all directors, officers and members.

              Finally, note that administrative, technical, and clerical personnel may also be Access Persons if their functions or duties give them access to nonpublic information.

              Pursuant to Rule 204-2(a)(13)(ii) under the Advisers Act, the Company is required to maintain a list of the Company’s Access Persons – both present and past Access Persons (within the past five years). To comply with Rule 204-2(a)(13)(ii), the Chief Compliance Officer is responsible for compiling and maintaining the list of the Company’s Access Persons.

     


    5 The term “reportable fund” means (i) any fund which an adviser serves as an investment adviser as defined in Section 2(a)(2) of the Investment Company Act of 1940, as amended; or (ii) any fund whose investment adviser or principal underwriter controls the adviser, is controlled by the adviser, or is under common control with the adviser. See Rule 204A-1(e)(9) under the Advisers Act.

    11


     

     

    2.

    Reportable Securities

              Pursuant to Rule 204A-1(b) under the Advisers Act, Access Persons must disclose their holdings and transactions with respect to certain securities referred to as “reportable securities.” The term “reportable security” refers to a security as defined in Section 202(a)(18) of the Advisers Act. This definition is very broad and includes any:

     

     

     

     

    Note;

     

     

     

     

    Stock;

     

     

     

     

    Treasury stock;

     

     

     

     

    Security future;

     

     

     

     

    Bond, debenture;

     

     

     

     

    Evidence of indebtedness;

     

     

     

     

    Certificate of interest or participation in any profit-sharing agreement;

     

     

     

     

    Collateral trust certificate;

     

     

     

     

    Pre-organization certificate or subscription;

     

     

     

     

    Transferable share;

     

     

     

     

    Investment contract;

     

     

     

     

    Voting-trust certificate;

     

     

     

     

    Certificate of deposit for a security;

     

     

     

     

    Fractional undivided interest in oil, gas, or other mineral rights;

     

     

     

     

    Any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof);

     

     

     

     

    Any put, call straddle, option or privilege entered into on a national securities exchange relating to foreign currency;

     

     

     

     

    In general, any interest or instrument commonly known as a “security”; or

     

     

     

     

    Any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subject to or purchase any of the foregoing. 6

              Excluded from the definition of “reportable security” are the following types of financial products:

     

     

     

     

    Direct obligations of the government of the United States;

     

     

     

     

    Bankers’ acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt instruments, including repurchase agreements;

     

     

     

     

    Shares issued by money market funds;

     

     

     

     

    Shares issued by open-end funds registered in the U.S. other than “reportable funds ; and


     


    6 See Section 202(a)(18) of the Advisers Act.

    12


     

     

     

     

    Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are reportable funds.


     

     

    3.

    Personal Trading Procedures

              As described herein the Company has established procedures to minimize the risks that “employees” will seek to trade unlawfully through their own “employee accounts” or through “employee related accounts.” All employees must disclose the “reportable securities” in which they have direct beneficial ownership or indirect beneficial ownership. 7

              For the purposes of the foregoing, “employee accounts” shall be deemed to include all advisory, brokerage, trust or other accounts or forms of direct beneficial ownership in which one or more of the Company’s employees has a substantial proportionate economic interest. A substantial proportionate economic interest will generally be 10% of the principal amount of an account in which a Company employee has an interest. Investment partnerships and similar indirect means of ownership shall also be included in the foregoing definition of employee accounts.

              For the purposes of the foregoing, “employee related accounts” shall be deemed to include any account of the type specified in the immediately preceding paragraph in which direct beneficial ownership is held by one or more members of a Company employees’ immediate family sharing the same household. For the purposes of the foregoing, “immediate family” shall be deemed to include a Company employees’ spouse, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and adoptive relationships.

              The Company’s policy is to require periodic submissions and supervisory reviews as follows:

     

     

     

     

    a.

    Initial Holdings Reports 8 and Annual Holdings Reports

     

     

     

     

    (i)

    Obligation

              Upon commencing employment with the Company and at any time requested to do so by the Company, all employees must provide the Company’s Chief Compliance Officer (or its designee) a list substantially in the form attached hereto as Exhibit B (Initial Holdings Report)

     


    7 “Beneficial ownership” means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in securities.

     

    “Indirect beneficial ownership” means the securities held by members of a person’s immediate family (spouse, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and adoptive relationships) sharing the same household.

     

    8 The effective date of Rule 204A-1 of the Advisers Act is August 31, 2004. Registered investment advisers must comply with Rule 204A-1 by February 1, 2005. By February 1, 2005, a registered investment adviser must have an Initial Holdings Report from each Access Person. As such, by February 1, 2005, it is the Company’s policy that all employee (which includes Access Persons) are required to submit his or her Initial Holdings Report to the Chief Compliance Officer or its designee.

    13


    and as Exhibit C (Annual Holdings Report) of all securities positions in employee accounts and employee related accounts that are “reportable securities.” See Exhibit B: Initial Holdings Report; Exhibit C: Annual Holdings Report. The Initial Holdings Report must be submitted no later than ten (10) days after the person becomes an employee of the Company and the information it contains must be current as of a date not more than forty-five (45) days prior to such person becoming an employee. With respect to the Annual Holdings Report, the Annual Holdings Report must be current as of a date no more than forty-five (45) days prior to the date the Annual Holdings Report was submitted.

     

     

     

     

    (ii)

    Content of the Initial Holdings Report and Annual Holdings Report

              The Initial Holdings Report and the Annual Holdings Report each must contain, at a minimum, the following information:

     

     

     

     

    The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, the number of shares, and principal amount of each “reportable security” in which the employee has any direct or indirect beneficial ownership;

     

     

     

     

    The name of any broker, dealer or bank with which the employee maintains an account in which any securities are held for the employee’s direct or indirect benefit; and

     

     

     

     

    The date the employee submits the report.

     

     

     

     

    (iii)

    Exceptions

              An employee is not required to report securities held in accounts over which the employee had no direct or indirect influence or control.

     

     

     

     

    b.

    Quarterly Transaction Reports

     

     

     

     

    (i)

    Obligation

              Any employee that engages in personal securities trading with respect to “reportable securities” must submit Quarterly Transaction Reports in the form attached hereto as Exhibit D (Quarterly Transaction Report) to the Chief Compliance Officer (or its designee) that are due no later than thirty (30) days after the close of the calendar quarter.

     

     

     

     

    (ii)

    Content of Quarterly Transaction Reports

              The Quarterly Transaction Report must contain, at a minimum, the following information about each transaction that results in any direct or indirect beneficial ownership:

     

     

    The date of the transaction, the title and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each “reportable security” involved;

    14


     

     

    The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

     

     

    The price of the security at which the transaction was effected;

     

     

    The name of the broker, dealer or bank with or through which the transaction was effected; and

     

     

    The date the employee submits the Transaction Report


     

     

     

     

    (iii)

    Alternative to Quarterly Transaction Report – Brokerage Statements and Trade Confirmations

              As an alternative, employees may submit brokerage statements or trade confirmations in lieu of the Quarterly Transaction Report as long as the information listed above is contained in such brokerage statements or trade confirmations. Moreover, such statements or confirmations must be received by the adviser no later than thirty (30) days after the close of the calendar quarter in which the transaction takes place. Note that it is permissible for some of the required information to appear in the statements or confirmations and for the remainder of the required information to be reported in the Quarterly Transaction Report. Employees that wish to submit brokerage statements in lieu of submitting quarterly reports must give the Chief Compliance Officer written prior notice of his or her intention to do so.

     

     

     

     

    (iv)

    Exceptions

              An employee is not required to report securities held in accounts over which the Access Person/employee had no direct or indirect influence or control.

              An employee is not required to report securities transactions effected pursuant to an automatic investment plan. 9

              Any employee that does not engage in any personal securities transactions during a calendar quarter is not required to submit a quarterly transaction report.

     

     

     

     

    c.

    Personal Securities Transactions that Require Prior Approval

              Employees must obtain prior written approval from the Chief Compliance Officer before investing in initial public offerings (“IPOs”) or limited offerings (i.e., private placements). For the purposes of this Policy, the term “limited offering” means an offering that is exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) or Section 4(6) of the Securities Act commonly referred to as private placements.

     


    9 An “automatic investment plan” is defined to mean a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan. See Rule 204A-1(e)(2) under the Advisers Act.

    15


              Employees that wish to purchase IPOs or securities of limited offerings must complete and submit the Request for Prior Approval to Purchase Initial Public Offerings or Private Placements attached hereto as Exhibit E. See Exhibit E: Request for Prior Approval to Purchase Initial Public Offerings or Private Placements.

              In the event the Chief Compliance Officer wishes to purchase initial public offerings or the securities of a private placement for his or her own employee account, the Chief Compliance Officer must complete the Request for Prior Approval to Purchase Initial Public Offerings or Private Placements and obtain prior written approval from the managing member (the “Managing Member”) of Circle SSS, LLC, the Company’s managing member.

              All approvals or disapprovals of a request for prior approval with respect to initial public offerings or private placements are memorialized in writing by the Chief Compliance Officer (and the Managing Member if applicable).

     

     

     

     

    d.

    Prior Notice and Approval – Securities Generally

              An employee may not buy or sell any securities for an employee account or employee related account without giving the Chief Compliance Officer prior notice of his or her intention to buy or sell such securities and receiving prior approval from the Chief Compliance Officer. The purpose of giving prior notice to and getting prior approval from the Chief Compliance Officer is to confirm that a security is indeed approved prior to the purchase.

              An employee must complete and submit a Prior Notice to Buy or Sell a Security attached hereto as Exhibit F. See Exhibit F: Prior Notice to Buy or Sell a Security. The following information must be furnished:

     

     

     

     

    The date of the transaction, the title and as applicable the exchange ticker symbol or CUSIP number, the number of shares, and principal amount of each reportable security involved;

     

     

     

     

    The nature of the transaction, i.e., purchase, sale or any other type of acquisition or disposition;

     

     

     

     

    The price of the security at which the transaction was effected;

     

     

     

     

    The name of the broker, dealer or bank with or though which the transaction was effected; and

     

     

     

     

    The date the employee submits the Prior Notice to Buy or Sell a Security.

              Notwithstanding the preceding, prior notice is not required for transactions in securities that are:

     

     

     

     

    Direct obligations of the government of the United States;

    16


     

     

     

     

    Bankers’ acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt instruments, including repurchase agreements;

     

     

     

     

    Shares issued by money market funds;

     

     

     

     

    Shares issued by open-end funds registered in the U.S. other than “reportable funds ; and

     

     

     

     

    Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are reportable funds.

              Under certain circumstances, the Company reserves the right to cancel any employee account order or transaction. If a transaction is cancelled, the employee will bear the risk of loss and the Company (or its designee) will retain any profit associated with such cancellation.

              If an employee holds a position that subsequently becomes a position held by the Company on behalf of a Fund and/or a Managed Account, the employee may liquidate the position with a market order at the open of the next business day (employees out of the office will be given a one day grace period).

              Employees are not permitted to trade without the prior consent of the Chief Compliance Officer of the Company who may reject any trade deemed not in the best of interests of the Company or its clients.

     

     

    C.

    Review of Employees Personal Securities Reports

              The Chief Compliance Officer (or its designee) is responsible for reviewing the employees’ Quarterly Transaction Reports as well as the Initial Holdings Report and the Annual Holdings Report as part of the Company’s duty to maintain and enforce its Code of Ethics. When conducting a review of the Company’s employees’ Quarterly Transaction Reports, the assessment is to cover the following (as applicable):

     

     

     

     

    Whether the employee followed any required internal procedures, e.g. pre-clearance;

     

     

     

     

    An assessment of whether the employee is trading for his or her own account in the same securities that he or she is trading for the Funds’ portfolios and/or]the clients’ Managed Accounts (if applicable), and if so whether the Funds and/or the Managed Accounts (if applicable) are receiving terms as favorable as the employee takes for himself or herself;

     

     

     

     

    Periodically analyzing each employee’s trading for patterns that may indicate abuse, including market timing;

     

     

     

     

    Investigating any substantial disparities between the quality of performance the employee achieves for his or her own account and what he or she achieves for the Funds and/or the Managed Accounts (if applicable); and

     

     

     

     

    Investigating any substantial disparities between the percentage of trades that are profitable when the employee trades for his or her own account and the percentage that are profitable when he or she places trades for the Funds and/or the Managed Accounts (if applicable).

    17


              In instances (if any) when the Chief Compliance Officer has engaged in personal securities transaction, the Managing Member shall review the Chief Compliance Officer’s Quarterly Transaction Reports, brokerage statements and trade confirmations.

     

     

    D.

    Outside Business Activities and Private Investments of Employees

              All employees are required to devote their full time and efforts to the Company’s business. In addition, no person may make use of either his or her position as an employee or information acquired during employment, or make personal investments in a manner that may create a conflict, or the appearance of a conflict, between the employee’s personal interests and the Company’s interests.

              To assist in ensuring that such conflicts are avoided, you must obtain the written approval of the Company’s Managing Member and Chief Compliance Officer prior to:

     

     

     

     

    Serving as director, officer, general partner or trustee of, or as a consultant to, any business, corporation or partnership, including family-owned businesses and charitable, non-profit and political organizations.

     

     

     

     

    Serving as a registered representative of any broker-dealer.

     

     

     

     

    Making any monetary investment in any non-publicly traded business, corporation or partnership, including passive investments in private companies. (Investments in publicly traded companies may require prior approval in accordance with employee trading procedures.)

     

     

     

     

    Accepting a second job or part-time job of any kind or engaging in any other business outside of the Company.

     

     

     

     

    Acting, or representing that the employee is acting, as agent for the Company or any other firm in any investment banking matter or as a consultant or finder.

     

     

     

     

    Forming or participating in any stockholders’ or creditors’ committee that purports to represent security holders or claimants in connection with a bankruptcy or distressed situation or in making demands for changes in the management or policies of any company, or becoming actively involved in a proxy contest.

     

     

     

     

    Receiving compensation of any nature, directly or indirectly, from any person, firm, corporation, estate, trust or association, other than the Company, whether as a fee, commission, bonus or other consideration such as stock, options or warrants.

              Every employee is required to complete the disclosure form enclosed as Exhibit G and have the form approved by the Company’s Managing Member and Chief Compliance Officer prior to serving in any of the capacities or making any of the investments described heretofore. See Exhibit G: Outside Activities and Private Investments of Current Employees. In addition, an

    18


    employee must advise the Company’s Managing Member and Chief Compliance Officer if the employee is or believes that he or she may become a participant, either as a plaintiff, defendant or witness, in any litigation or arbitration.

     

     

    III.

    DESCRIPTION OF CODE OF ETHICS IN PART II OF FORM ADV

              The Company is required to describe its Codes of Ethics to clients in Part II of Form ADV and, upon request, to furnish clients with a copy of the Code of Ethics.

              The Chief Compliance Officer is responsible for submitting and updating the Company’s Code of Ethics policy in Part II of its Form ADV.

              If a client requests a copy of our Code of Ethics, the Company shall provide such copy without cost.

     

     

    IV.

    REPORTING VIOLATIONS

     

     

    A.

    Obligation

              All Supervised Persons (any officer, director, partner and employee of the Company) are required to report actual or known violations or suspected violations of the Company’s Code of Ethics promptly to the Chief Compliance Officer. It is of utmost importance that you report violations or suspected violations in order to maintain the integrity of this Company.

              You are to report, without limitation, the following:

     

     

     

     

    Noncompliance with applicable federal securities laws, rules and regulations;

     

     

     

     

    Fraud or illegal acts involving any aspect of the Company’s business;

     

     

     

     

    Material misstatements in regulatory filings, internal books and records, client records or reports;

     

     

     

     

    Activity that is harmful to clients; and

     

     

     

     

    Deviations from the Company’s controls and procedures that safeguard the client and the Company.

     

     

    B.

    Confidentiality

              Any report of a violation or suspected violation of the Code of Ethics will be treated as confidential to the extent permitted by law. Any report of a violation or suspected violation may be submitted anonymously.

     

     

    C.

    Retaliation

              Retaliation against a Supervised Person who reports a violation or suspected violation is prohibited and constitutes a violation of our Code of Ethics.

    19


     

     

    V.

    ANNUAL REVIEW

              As part of the Company’s obligations to conduct an annual review of all of its policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act, the Chief Compliance Officer shall review on an annual basis the adequacy of the Code of Ethics and the effectiveness of its implementation.

              Any findings or recommendations shall be memorialized in writing and presented to the Company’s senior management for consideration.

     

     

    VI.

    RECORDKEEPING AND CONFIDENTIALITY

     

     

    A.

    Documents to Maintain

              As amended, Rule 204-2(a)(12)(i)-(iii) under the Advisers Act requires the Company to keep the following:

     

     

     

     

    Copies of the Code of Ethics; 10

     

     

     

     

    Records of violations of the Code of Ethics and actions taken as a result of the violations; and

     

     

     

     

    Copies of the Company’s employees’ written acknowledgement of receipt of the Code of Ethics. 11

              As amended, Rule 204-2(a)(13)(i)-(iii) under the Advisers Act requires the Company to keep the following:

     

     

     

     

    Records of the (in our situation), all employees’ personal trading – Initial Holdings Reports, Annual Holdings Reports, and Quarterly Transaction Reports, including any information provided under Rule 204A-1(b)(3)(iii) in lieu of such reports, i.e., brokerage confirmations and transaction reports;

     

     

     

     

    A record of the names of the Company’s Access Persons; 12 and

     

     

     

     

    Records of decisions, and the reasons supporting the decision to approve an employee’s acquisition of securities in initial public offerings or limited offerings. 13

     

     

     

     

    Records of decisions, and the reasons supporting the decision to approve the Chief Compliance Officer’s acquisition of securities in initial public offerings or limited offerings

              All reports and records prepared or maintained pursuant to this Code of Ethics will be considered confidential and shall be maintained and protected accordingly to the extent permitted


    10 The code of ethics must be kept for five (5) years after the last date the code was in effect.

    11 Supervised person acknowledgements of the code of ethics must be kept for five (5) years after an individual ceases to be a supervised person.

    12 The list of access persons must include every person who was an access person at any time within the past five (5) years, even if some of then are no longer access persons of the adviser.

    13 Records related to the decision approving an access persons’ acquisition of IPOs or limited offerings must be kept for at least five (5) years after the end of the fiscal year in which the approval is granted.

    20


    by applicable laws, rules and regulations. Except as otherwise required by law or this Code of Ethics, such matters shall not be disclosed to anyone other than the appropriate officers and employees of the Company and its counsel.

     

     

    B.

    Duration

              Such documents collected, generated and retained pursuant to Rule 204A-1 under the Advisers Act are maintained for five (5) years, in an easily accessible place, the first two years at the Company’s principal place of business.

     

     

    VII.

    ACKNOWLEDGEMENT OF THE CODE OF ETHICS

              Each employee will execute a written statement certifying that the employee has (i) received a copy of the Company’s Code of Ethics; (ii) read and understands the importance of strict adherence to such policies and procedures; and (iii) agreed to comply with the Code of Ethics. See Exhibit A: Acceptance of the Code of Ethics.

              Note that from time to time supplemental memoranda will update the contents of the Company’s Code of Ethics.

    21


    Exhibit A: Acceptance of the Code of Ethics

    Section I: Acknowledgment of Code of Ethics to Comply .

    I hereby certify that I have received and read the policies and procedures set forth in the Code of Ethics. I understand the policies and procedures contained in the Code of Ethics and I agree to comply with such policies and procedures during the course of my employment with Circle T Explorer Asset Management, LLC, its subsidiaries or affiliates. I also understand that any violation of these legal requirements, policies and procedures may subject me to dismissal and civil or criminal penalties.

     

     

     

     

    _______________________________________________

     

         Signature

    Date

    Section II: Affirmation of Prior Compliance

    Since the time of my last affirmation, I have complied with all policy provisions contained in Circle T Explorer Asset Management, LLC’s Code of Ethics.

     

     

     

     

    _______________________________________________

     

         Signature

    Date

    22


    Exhibit B: Initial Holdings Report

    Each employee of the Company must provide the Company with a list of all “reportable securities” positions in “employee accounts” and “employee related accounts” as each term is defined in the Code of Ethics. Please provide the following information with respect to each such account:

    Outside Accounts (Securities and Commodities)

     

     

    Account Information :

     

    1.

    Name of Employee:____________________________________________________________________________________

     

     

    2.

    Name of Employee/Related Account:______________________________________________________________________

     

     

    3.

    Account Number:______________________________________________________________________________________

     

     

    4.

    Financial Institution Carry Account:________________________________________________________________________

     

     

    5.

    Financial Institution Address:_____________________________________________________________________________

     

     

    6.

    Financial Institution Telephone Number:____________________________________________________________________

     

     

    Transaction Information :

     

    7.

    Name and type of Security:______________________________________________________________________________

     

     

    8.

    Symbol or CUSIP Number: ______________________________________________________________________________

     

     

    9.

    Quantity:__________________________________

     

     

    10.

    Principal Amount:________________________________________

     

     

    11.

    Common Stock o     Put o     Call o     Convertible Bond o     Maturity Date ____________________Other:_______________

     

     

    12.

              Execution Price:__________________________________________________________________________________

     

     

    Accounts Managed by Other Advisers

     

    Account Information :

     

    1.

    Name of Employee:____________________________________________________________________________________

     

     

    2.

    Name of Employee/Related Account: ______________________________________________________________________

     

     

    3.

    Account Number:______________________________________________________________________________________

     

     

    4.

    Name of Adviser:______________________________________________________________________________________

     

     

    5.

    Adviser’s Address:_____________________________________________________________________________________________

     

     

    6.

    Adviser’s Telephone Number: ___________________________________________________________________________

     

     

    Transaction Information :

     

    7.

    Name and Type of Security:_____________________________________________________________________________

     

     

    8.

    Symbol or CUSIP Number:______________________________________________________________________________

     

     

    9.

    Quantity:___________________________________

    23



     

     

    10.

    Principal Amount:___________________________________

     

     

    11.

    Common Stock o     Put o     Call o     Convertible Bond o     Maturity Date ____________________Other:_______________________

     

     

    12.

              Execution Price:__________________________________________________________________________________________

    Private Investment Vehicles

              Name of Private Placement Vehicle:

              Are you or a family member a limited partner, member, general partner or managing member?:

              Name of general partner/managing member:

    I HEREBY CERTIFY THE FOLLOWING:

    In making this Initial Holdings Report, I hereby represent that the investment decision regarding the transaction is not in any way based on material, non-public information relating to the financial instrument that is the subject of the proposed transaction or the issuer or obligor of such institution, advance knowledge of a research report to be published by the Company or another financial institution, advance knowledge of a client order or any other form or type of confidential or proprietary information. All information is current as of a date no more than forty-five (45) days prior to the date hereof.

     

     

    I AM NOT AWARE OF ANY CONFLICT OF INTEREST WITH ANY CLIENT ACCOUNT THAT WOULD EXIST AS A RESULT OF THE SECURITIES THAT I HOLD.


     

    ___________________________________________________________________________________________________________________

    EMPLOYEE SIGNATURE                    DATE                     SIGNATURE OF CHIEF COMPLIANCE OFFICER                     DATE

    24


    Exhibit C: Annual Holdings Report

    Each employee of the Company must provide the Company with a list of all “reportable securities” positions in “employee accounts” and “employee related accounts” as each term is defined in the Code of Ethics. Please provide the following information with respect to each such account:

    Outside Accounts (Securities and Commodities)

     

     

    Account Information :

     

    1.

    Name of Employee:__________________________________________________________________________________

     

     

    2.

    Name of Employee/Related Account:____________________________________________________________________

     

     

    3.

    Account Number:____________________________________________________________________________________

     

     

    4.

    Financial Institution Carry Account:______________________________________________________________________

     

     

    5.

    Financial Institution Address:__________________________________________________________________________

     

     

    6.

    Financial Institution Telephone Number:_________________________________________________________________

     

     

    Transaction Information :

     

    7.

    Name and type of Security:____________________________________________________________________________

     

     

    8.

    Symbol or CUSIP Number: ___________________________________________________________________________

     

     

    9.

    Quantity:____________________________

     

     

    10.

    Principal Amount:__________________________________

     

     

    11.

    Common Stock o     Put o     Call o     Convertible Bond o     Maturity Date ________________Other:______________

     

     

    12.

              Execution Price:______________________________________________________________________________

     

     

    Accounts Managed by Other Advisers

     

    Account Information :

     

    1.

    Name of Employee:_________________________________________________________________________________

     

     

    2.

    Name of Employee/Related Account: ___________________________________________________________________

     

     

    3.

    Account Number:___________________________________________________________________________________

     

     

    4.

    Name of Adviser:___________________________________________________________________________________

     

     

    5.

    Adviser’s Address:__________________________________________________________________________________

     

     

    6.

    Adviser’s Telephone Number: ________________________________________________________________________

     

     

    Transaction Information :

     

    7.

    Name and Type of Security:___________________________________________________________________________

     

     

    8.

    Symbol or CUSIP Number:____________________________________________________________________________

     

     

    9.

    Quantity:___________________________________

    25



     

     

    10.

    Principal Amount:___________________________________

     

     

    11.

    Common Stock o     Put o     Call o     Convertible Bond o     Maturity Date ____________ Other:______________

     

     

    12.

              Execution Price:__________________________________________________________________________________________

    Private Investment Vehicles

              Name of Private Placement Vehicle:

              Are you or a family member a limited partner, member, general partner or managing member?:

              Name of general partner/managing member:

    I HEREBY CERTIFY THE FOLLOWING:

    In making this Annual Holdings Report, I hereby represent that the investment decision regarding the transaction is not in any way based on material, non-public information relating to the financial instrument that is the subject of the proposed transaction or the issuer or obligor of such institution, advance knowledge of a research report to be published by the Company or another financial institution, advance knowledge of a client order or any other form or type of confidential or proprietary information. All information is current as of a date no more than forty-five (45) days prior to the date hereof.

     

     

    THE TRANSACTION(S) DO NOT INVOLVE THE ACQUISITION OF SECURITIES IN AN INITIAL PUBLIC OFFERING OR A PRIVATE PLACEMENT THAT HAVE NOT RECEIVED PRIOR APPROVAL FROM THE CHIEF COMPLIANCE OFFICER.

     

     

    I AM NOT AWARE OF ANY CONFLICT OF INTEREST WITH ANY CLIENT ACCOUNT THAT WOULD EXIST AS A RESULT OF THE PROPOSED TRADE.


     

    ___________________________________________________________________________________________________________________

    EMPLOYEE SIGNATURE                    DATE                     SIGNATURE OF CHIEF COMPLIANCE OFFICER                     DATE

    26


    Exhibit D: Quarterly Transaction Report

    Each employee of the Company must provide the Company with a list of all “reportable securities” positions in “employee accounts” and “employee related accounts” as each term is defined in the Code of Ethics. Please provide the following information with respect to each such account:

    Account Information:

     

     

    1.

    Name of Employee:_________________________________________________________________________________

     

     

    2.

    Name of Employee/Related Account: ___________________________________________________________________

     

     

    3.

    Account Number:  __________________________________________________________________________________

     

     

    4.

    Name of Broker, Dealer or Bank (“Financial Institution”), : ___________________________________________________

     

     

    5.

    Financial Institution Carry Account:  ____________________________________________________________________

     

     

    6.

    Financial Institution Address:  _________________________________________________________________________

     

     

    7.

    Financial Institution Telephone Number:  ________________________________________________________________

    Transaction Information:

     

     

    8.

    Name of Security: __________________________________________________________________________________

     

     

    9.

    Symbol or CUSIP Number: ___________________________________________________________________________

     

     

    10.

    Quantity:___________________________________

     

     

    11.

    Principal Amount:___________________________________

     

     

    12.

    Common Stock   o       Put o     Call o     Convertible Bond o      Maturity Date _________ Other:  ____________________

     

     

    13.

    Interest Rate:___________________________________

     

     

    14.

    Nature of Transaction:____________________________ Buy: o         or        Sell: o       Other:  ____________________

     

     

    15.

    Execution Price:____________________________________________________________________________________

     

     

    16.

    Date of Transaction:___________________________________

     

     

    17.

    The investment opportunity is of limited availability:           Yes o      No o

    I HEREBY CERTIFY THE FOLLOWING:

    In making this Quarterly Transaction Report, I hereby represent that the investment decision regarding the transaction is not in any way based on material, non-public information relating to the financial instrument that is the subject of the proposed transaction or the issuer or obligor of such institution, advance knowledge of a research report to be published by the Company or another financial institution, advance knowledge of a client order or any other form or type of confidential or proprietary information. All information is current as of a date no more than thirty (30) days prior to the date hereof.

     

     

    THE TRANSACTION(S) DO NOT INVOLVE THE ACQUISITION OF SECURITIES IN AN INITIAL PUBLIC OFFERING OR A PRIVATE PLACEMENT THAT HAVE NOT RECEIVED PRIOR APPROVAL FROM THE CHIEF COMPLIANCE OFFICER.

     

     

    I AM NOT AWARE OF ANY CONFLICT OF INTEREST WITH ANY CLIENT ACCOUNT THAT WOULD EXIST AS A RESULT OF THE SECURITIES THAT I HOLD.

    27



    _______________________________________________________________ _____________________________________________________________

    EMPLOYEE SIGNATURE           DATE             SIGNATURE OF CHIEF COMPLIANCE OFFICER           DATE

    28


    Exhibit E: Request for Prior Approval to Purchase Initial Public Offerings
    or Private Placements

    Each employee of the Company must obtain prior approval in order to purchase initial public offerings or private placements. Please provide the following information with respect to each such account:

    Account Information:

     

     

    1.

    Name of Employee:_________________________________________________________________________________

     

     

    2.

    Name of Employee/Related Account: ___________________________________________________________________

     

     

    3.

    Account Number:  __________________________________________________________________________________

     

     

    4.

    Financial Institution Carry Account:  ____________________________________________________________________

     

     

    5.

    Financial Institution Address:   ________________________________________________________________________

     

     

    6.

    Financial Institution Telephone Number:  ________________________________________________________________

     

     

    Transaction Information:

     

    7.

    Name of Security: __________________________________________________________________________________

     

     

    8.

    Symbol or CUSIP Number: ___________________________________________________________________________

     

     

    9.

    Quantity:___________________________________

     

     

    10.

    Execution Price:____________________________________________________________________________________

     

     

    11.

    The investment opportunity is of limited availability: Yes o No o

    I HEREBY CERTIFY THE FOLLOWING:

    In making this application for approval for a transaction involving an initial public offering or a private placement in an employee or employee related account, I hereby represent that the investment decision regarding the transaction is not in any way based on material, non-public information relating to the financial instrument that is the subject of the proposed transaction or the issuer or obligor of such institution, advance knowledge of a research report to be published by the Company or another financial institution, advance knowledge of a client order or any other form or type of confidential or proprietary information.

     

     

    I AM NOT AWARE OF ANY CONFLICT OF INTEREST WITH ANY CLIENT ACCOUNT THAT WOULD EXIST AS A RESULT OF THE PROPOSED TRADE.

    I understand that if approval is granted, it only pertains to this proposed transaction and that such approval is valid on the date granted.

    ___________________________________________________________________________________________________________________________________________________

    EMPLOYEE SIGNATURE

    DATE/TIME

    29



     

     

     

     

    FOR COMPLIANCE DEPARTMENT USE ONLY

     

     

     

    o Approved           o Disapproved


     

     

     

    _________________________________

     

    Signature

     

    _________________________________

     

    Name & Title

     

    __________________________________

     

    Date


     

     

     

    Basis for decision:

     

    ___________________________________________________________________________________________________

     

    ___________________________________________________________________________________________________

     

    ___________________________________________________________________________________________________

     

    ___________________________________________________________________________________________________

     

    ___________________________________________________________________________________________________

     

    ___________________________________________________________________________________________________

     

    ___________________________________________________________________________________________________

     

    ___________________________________________________________________________________________________

     

    ___________________________________________________________________________________________________

     

    ___________________________________________________________________________________________________

    30


    Exhibit F: Prior Notice to Buy or Sell a Security

    Each employee of the Company must give prior notice of all “reportable securities” that he intends to buy or sell in his or her “employee account” and “employee related account” as each term is defined in the Code of Ethics. Please provide the following information with respect to each such account:

    Account Information:

     

     

    1.

    Name of Employee:_________________________________________________________________________________

     

     

    2.

    Name of Employee/Related Account: ___________________________________________________________________

     

     

    3.

    Account Number:  __________________________________________________________________________________

     

     

    4.

    Financial Institution Carry Account:  ____________________________________________________________________

     

     

    5.

    Financial Institution Address:  _________________________________________________________________________

     

     

    6.

    Financial Institution Telephone Number:  ________________________________________________________________

     

     

    Transaction Information:

     

    7.

    Name of Security: __________________________________________________________________________________

     

     

    8.

    Symbol or CUSIP Number: ___________________________________________________________________________

     

     

    9.

    Quantity:___________________________________          Buy: o      or      Sell: o

     

     

    10.

    Common Stock o      Put   o     Call   o       Convertible Bond o     Maturity __________   Other: ______________________

     

     

    11.

    Interest Rate:___________________________________

     

     

    12.

    Execution Price:____________________________________________________________________________________

     

     

    13.

    The investment opportunity is of limited availability:           Yes o      No o

     

     

    14.      One or more client accounts owns this security. Yes o     No o   If yes, you may not buy or sell such security. If no, I am not purchasing this security for client accounts because:   ________________________________________________________

    __________________________________________________________________________________________________________ __________________________________________________________________________________________________________

    I HEREBY CERTIFY THE FOLLOWING:

    In making this prior notice to buy or sell a security, I hereby represent that the investment decision regarding the transaction is not in any way based on material, non-public information relating to the financial instrument that is the subject of the proposed transaction or the issuer or obligor of such institution, advance knowledge of a research report to be published by the Company or another financial institution, advance knowledge of a client order or any other form or type of confidential or proprietary information.

     

     

    THE TRANSACTION(S) DO NOT INVOLVE THE ACQUISITION OF SECURITIES IN AN INITIAL PUBLIC OFFERING OR A PRIVATE PLACEMENT THAT HAVE NOT RECEIVED PRIOR APPROVAL FROM THE CHIEF COMPLIANCE OFFICER.

     

     

    I AM NOT AWARE OF ANY CONFLICT OF INTEREST WITH ANY CLIENT ACCOUNT THAT WOULD EXIST AS A RESULT OF THE SECURITIES THAT I HOLD.


     

     

    ______________________________________________________________________________________________________________

    EMPLOYEE SIGNATURE

    DATE/TIME

    31



     

     

     

     

    FOR COMPLIANCE DEPARTMENT USE ONLY

     

     

     

    o Approved           o Disapproved


     

     

     

    ______________________________________________

     

    Signature

     

    ______________________________________________

     

    Name & Title

     

    ______________________________________________

     

    Date

    32


    Exhibit G: Outside Activities and Private Investments of Current Employees

    All employees are required to devote their full time and efforts to the business of the Company. In addition, no person may make use of his or her position as an employee, make use of information acquired during employment, or make personal investments in a manner that may create a conflict, or the appearance of a conflict, between the employee’s personal interests and the interests of the Company.

    To assist in ensuring that such conflicts are avoided, an employee must obtain the written approval of the Company’s Managing Member and Chief Compliance Officer prior to:

     

     

    Serving as a director, officer, general partner or trustee of, or as a consultant to, any business, corporation or partnership, including family owned businesses and charitable, non-profit and political organizations.

     

     

    Serving as a registered representative of any broker-dealer.

     

     

    Making any monetary investment in any non-publicly traded business, corporation or partnership, including passive investments in private companies. (Investments in publicly traded companies may require prior approval in accordance with the Company’s personal investment policy.)

     

     

    Accepting a second job or part-time job of any kind or engaging in any other business outside of the Company.

     

     

    Acting, or representing that the employee is acting, as agent for the Company in any investment banking matter or as a consultant or finder.

     

     

    Forming or participating in any stockholders’ or creditors’ committee (other than on behalf of the Company) that purports to represent security holders or claimants in connection with a bankruptcy or distressed situation or in making demands for changes in the management or policies of any company, or becoming actively involved in a proxy contest.

     

     

    Receiving compensation of any nature, directly or indirectly, from any person, firm, corporation, estate, trust or association, other than the Company, whether as a fee, commission, bonus or other consideration such as stock options or warrants.

    Every employee is required to complete the attached disclosure form and have the form approved by the Company’s Managing Member and Chief Compliance Officer prior to serving in any of the capacities or making any of the investments described. In addition, an employee must advise the Company if the employee is or believes that he or she may become a participant, either as a plaintiff, defendant or witness, in any litigation or arbitration. Written evidence of such advice must be obtained from the Company’s Managing Member and Chief Compliance Officer.

    INSTRUCTIONS:

    33


    The Company expects its full-time employees to devote their full business day to the business of the Company and to avoid any outside employment, position, association or investment that might interfere or appear to interfere with the independent exercise of the employee’s judgment regarding the best interests of the Company and its clients. Should an activity or investment be deemed a conflict of interest, or appear to create a conflict of interest, between the employee and the Company, the employee may be required to terminate such activity or investment.

     

     

     

    ______________________________________________________________________

     

    _________________________________________

    Name of Employee

     

    Social Security Number


     

     

     

     

     

     

     

     

    Section A.

     

    GENERAL

     

    ( All employee must complete all questions in Section A.)

     

     

     

     

     

     

     

     

    1.

    o

    Yes

     

    o

    No

     

    I am seeking approval to become a director, officer, general partner, sole proprietor or employee of, or a consultant or contributor to, an organization or entity other than an affiliate of the Company. If yes, complete only Sections B and H.

     

     

     

     

     

     

     

     

    2.

    o

    Yes

     

    o

    No

     

    I am seeking approval to serve or to agree to serve in a fiduciary capacity as an administrator, conservator, executor, guardian or trustee. If yes, complete only Sections C and H.

     

     

     

     

     

     

     

     

    3.

    o

    Yes

     

    o

    No

     

    I am seeking approval to invest (equity or debt) in or to become a creditor of an organization or entity that is not publicly traded. If yes, complete only Sections D and H.

     

     

     

     

     

     

     

     

    4.

    o

    Yes

     

    o

    No

     

    I am seeking approval to become the beneficial owner of five percent or more of a class of equity of a publicly traded organization or entity. If yes, complete only Sections E and H.

     

     

     

     

     

     

     

     

    5.

    o

    Yes

     

    o

    No

     

    I am seeking approval to serve or to participate in a security holders’ or creditors’ committee or to become actively involved in a proxy contest seeking a change in the management or control of an organization or entity. If yes, complete only Sections F and H.

     

     

     

     

     

     

     

     

    6.

    o

    Yes

     

    o

    No

     

    I anticipate becoming involved or participating in an arbitration or litigation, either as a plaintiff, defendant or witness. If yes, complete only Sections G and H.

    34


     Section B.          EMPLOYMENT RELATIONSHIPS

     

     

     

    Name of Organization or Entity:

     

    _______________________________________________________________________________________________

     

     

     

    Employees’ Position or Function:

     

    _______________________________________________________________________________________________

     

     

     

    Activity or Business of Organization or Entity:

     

    _______________________________________________________________________________________________

     

     

     

    Type of Organization or Entity:

     

    _______________________________________________________________________________________________

     

     

     

    Date Association with Organization or Entity will Commence:

     

    _______________________________________________________________________________________________

     

     

     

    Hours Devoted Per Day:

     

         During Business Hours ________During Non-Business Hours ________

     

     

     

    Annual Compensation From Organization or Entity:

     

    _______________________________________________________________________________________________

     

     

     

    Financial Interest in Organization or Entity:

     

    _______________________________________________________________________________________________

    To the best of your knowledge:

     

     

     

     

     

     

     

     

    Does any material adverse information exist concerning the organization or entity:

     

    o

    Yes

     

    o

    No

     

     

     

     

     

     

     

     

    Does any conflict of interest exist been the Company or any of its affiliates and the organization or entity?

     

    o

    Yes

     

    o

    No

     

     

     

     

     

     

     

     

    Does the organization or entity have a business relationship with the Company or any of its affiliates?

     

    o

    Yes

     

    o

    No

    If yes to any of the above, please attach a full explanation.

    35


    Section C.          FIDUCIARY RELATIONSHIPS

     

     

     

    Name of Person or Organization or
    Entity Employee will be Acting for:

     

    _________________________________________________________________________________________

     

     

     

    Employee’s Fiduciary Capacity:

     

    ____________________________________________________________________________________________

     

     

     

    Basis for Appointment:

     

     

    (e.g., Family Related)

     

    ____________________________________________________________________________________________

     

     

     

    Annual Compensation for Serving:

     

    ____________________________________________________________________________________________


     

     

     

     

     

     

     

     

    Have securities or futures accounts been opened for the benefit of the person or organization or entity and will the employee have the authority to make investment decisions for such accounts?

     

    o

    Yes

     

    o

    No

    If yes, please complete and attach employee securities/futures account disclosure form.

    Section D.          PRIVATE INVESTMENTS

     

     

     

    Name of Organization or Entity:

     

    ________________________________________________________________________________________

     

     

     

    Type and Size of Interest:

     

    ________________________________________________________________________________________

     

     

     

    Type of Organization or Entity:

     

    ________________________________________________________________________________________

     

     

     

    Activity or Business of Organization or Entity:

     

    ________________________________________________________________________________________

     

     

     

    Date Interest to be Acquired:

     

    ________________________________________________________________________________________

     

     

     

    If Equity Interest, Percentage Ownership:

     

    ________________________________________________________________________________________

     

     

     

    Will you be receiving any selling compensation in connection with this investment?

     

    ________________________________________________________________________________________

     

     

     

    To the best of your knowledge:

     

     


     

     

     

     

     

     

     

     

    Does any material adverse information exist concerning the organization or entity:

     

    o

    Yes

     

    o

    No

    36


     

     

     

     

     

     

     

     

    Does any conflict of interest exist between the Company or any of its affiliates and the organization or entity?

     

    o

    Yes

     

    o

    No

     

     

     

     

     

     

     

     

    Does the organization or entity have a business relationship with the Company or any of its affiliates?

     

    o

    Yes

     

    o

    No

    If yes to any of the above, please attach a full explanation.

    Section E.          CONTROL INTERESTS

     

     

     

    Name of Organization or Entity:

     

    ________________________________________________________________________________________

     

     

     

    Type and Size of Interest:

     

    ________________________________________________________________________________________

     

     

     

    Ownership Percentage:

     

    ________________________________________________________________________________________

     

     

     

    Type of Organization or Entity:

     

    ________________________________________________________________________________________

     

     

     

    Activity or Business of Organization or Entity:

     

    ________________________________________________________________________________________

     

     

     

    Type of Organization or Entity:

     

    ________________________________________________________________________________________

     

     

     

    Date Interest to be Acquired

     

    ________________________________________________________________________________________

     

     

     

    To the best of your knowledge:

     

     


     

     

     

     

     

     

     

     

    Does any material adverse information exist concerning the organization or entity:

     

    o

    Yes

     

    o

    No

     

     

     

     

     

     

     

     

    Does any conflict of interest exist between the Company or any of its affiliates and the organization or entity?

     

    o

    Yes

     

    o

    No

     

     

     

     

     

     

     

     

    Does the organization or entity have a business relationship with the Company or any of its affiliates?

     

    o

    Yes

     

    o

    No

    If yes to any of the above, please attach a full explanation.

    37


    Section F.          CLAIMANT COMMITTEES/PROXY CONTESTS

     

     

     

    Type of Committee (If Applicable):

     

    _______________________________________________________________________________________

     

     

     

    Target Organization or Entity:

     

    _______________________________________________________________________________________

     

     

     

    Activity or Business of Organization or Entity:

     

    _______________________________________________________________________________________

     

     

     

    Type of Organization or Entity:

     

    _______________________________________________________________________________________

     

     

     

    Employee Role or Function:

     

    _______________________________________________________________________________________

     

     

     

    To the best of your knowledge:

     

     


     

     

     

     

     

     

     

     

    Does any conflict of interest exist between the Company or any of its affiliates?:

     

    o

    Yes

     

    o

    No

     

     

     

     

     

     

     

     

    Does the organization or entity have a business relationship with the Company or any of its affiliates?

     

    o

    Yes

     

    o

    No

    If yes to any of the above, please attach a full explanation.

    Section G.          ARBITRATION/LITIGATION

     

     

     

     

     

     

     

    Employee Role:

    Plaintiff

    o

    Defendant

    o

    Witness

    o


     

     

     

    Title of Action:

     

    ___________________________________________________________________________________________________________

     

     

     

    Description of Action:

     

    ___________________________________________________________________________________________________________

     

     

     

     

     

    ___________________________________________________________________________________________________________

     

     

     

     

     

    ___________________________________________________________________________________________________________

    To the best of your knowledge:

     

     

     

     

     

     

     

     

    Is the Company or any of its affiliates involved in or affected by this action?

     

    o

    Yes

     

    o

    No

     

     

     

     

     

     

     

     

    Is the Company or any of its affiliates, counterparties or vendors involved in or affected by this action?

     

    o

    Yes

     

    o

    No

    If yes to any of the above, please attach a full explanation.

    38


    Section H.          EMPLOYEE AFFIRMATION

    I affirm that the above information is accurate and complete as of the date hereof. I understand that I am under an obligation during my employment with the Company to obtain the approval of the Company’s Managing Member and Chief Compliance Officer prior to engaging in outside activities or making certain investments, as more fully described in the Company’s policy and to advise the Company if I become or I believe I may become a participant, either as a plaintiff, defendant or witness in any litigation or arbitration. I also agree to advise the Company’s Managing Member and Chief Compliance Officer promptly if the information herein changes or becomes inaccurate.

     

     

     

    ____________________________________________________________________________

     

    ______________________________________

    Signature of Employee

     

    Date

     

     

     

    Section I.          SUPERVISORY APPROVAL/NOTIFICATION

     

     

     

    ____________________________________________________________________________

     

    ______________________________________

    Signature of Chief Executive Officer

     

    Date

     

     

     

    ____________________________________________________________________________

     

    ______________________________________

    Signature of Chief Compliance Officer

     

    Date

    39


    TETRA CAPITAL MANAGEMENT, LLC

    CODE OF ETHICS

    Adopted October 5, 2004

     

     

     

     

    I.

    INTRODUCTION

     

     

     

     

     

    High ethical standards are essential for the success of Delta and its affiliates and to maintain the confidence of individual clients and investors and limited partners in the investment funds (collectively the “clients”) managed by Delta. Delta’s long-term business interests are best served by adherence to the principle that the interests of clients come first. All personnel of Delta, including directors, officers, and employees of Delta, must put the interests of Delta’s clients before their own personal interests and must act honestly and fairly in all respects in dealing with clients. All personnel of Delta must also comply with all federal securities laws. In recognition of Delta’s fiduciary duty to our clients and Delta’s desire to maintain high ethical standards, Delta has adopted this Code of Ethics (“Code of Ethics”) containing provisions designed to (1) prevent improper personal trading; (2) identify conflicts of interest; (3) provide a means to resolve any actual or potential conflicts in favor of Delta’s clients.

     

     

     

     

     

    Adherence to the Code of Ethics and the related restrictions on personal investing is considered a basic condition of employment by Delta. If you have any doubt as to the propriety of any activity, you should consult with the Compliance Officer, who is charged with the administration of this Code of Ethics.

     

     

     

     

    II.

    DEFINITIONS

     

     

     

     

     

     

    1.

    Access Person means (i) any partner, officer, director, member, or employee of Delta, or other person who provides investment advice on behalf of Delta and is subject to the supervision and control of Delta and (ii) who has access to nonpublic information regarding any client’s purchase or sale of securities, or nonpublic information regarding portfolio holdings of any reportable fund or who is involved in making securities recommendations to clients or who has access to such recommendations that are nonpublic.

     

     

     

     

     

     

    2.

    Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation, including a dividend reinvestment plan.

     

     

     

     

     

     

    3.

    Beneficial Ownership includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect financial interest other than the receipt of an advisory fee.



     

     

     

     

     

     

     

     

    4.

    Covered Person means any director/manager, officer, employee or Access Person of Delta.

     

     

     

     

     

     

     

     

    5.

    Personal Account means any account in which a Covered Person has any beneficial ownership.

     

     

     

     

     

     

     

     

    6.

    Reportable Security means a security as defined in section 202(a)(18) of the Act (15 U.S.C. 80b-2(a)(18)), and includes any derivative, commodities, options or forward contracts relating thereto, except that it does not include:

     

     

     

     

     

     

     

     

     

     

    (i)

    Direct obligations of the Government of the United States;

     

     

     

     

     

     

     

     

     

     

    (ii)

    Bankers’ acceptance, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

     

     

     

     

     

     

     

     

     

     

    (iii)

    Shares issued by money market funds;

     

     

     

     

     

     

     

     

     

     

    (iv)

    Shares issued by registered open-end funds other than exchange-traded funds and other than funds managed by Delta or registered funds whose adviser or principal underwriter controls Delta, is controlled by Delta, or is under common control with Delta, if applicable (each a “Reportable Fund”); and

     

     

     

     

     

     

     

     

     

     

    (v)

    Shares issued by unit investment trusts that are invested exclusively in one or more registered open-end funds, none of which are reportable funds.

     

     

     

     

     

     

     

     

    7.

    Restricted Security means any security that a client owns or is in the process of buying or selling.

     

     

     

     

     

     

     

     

    8.

    Short Sale means the sale of securities that the seller does not own. A Short Sale is “against the box” to the extent that the seller contemporaneously owns or has the right to obtain securities identical to those sold short, at no added cost.

     

     

     

     

     

     

    III.

    APPLICABILITY OF CODE OF ETHICS


     

     

     

     

     

     

    Personal Accounts of Covered Persons. This Code of Ethics applies to all Personal Accounts of all Covered Persons.

     

     

     

     

     

     

     

    A Personal Account also includes an account maintained by or for:

     

     

     

     

     

     

     

     

    A Covered Person’s spouse (other than a legally separated or divorced spouse of the Covered Person) and minor children;



     

     

     

     

     

     

     

     

    Any immediate family members who lives in the Covered Person’s household;

     

     

     

     

     

     

     

     

    Any persons to whom the Covered Person provides primary financial support, and either (i) whose financial affairs the Covered Person controls, or (ii) for whom the Covered Person provides discretionary advisory services;

     

     

     

     

     

     

     

     

    Any partnership, corporation or other entity in which the Covered Person has a 25% or greater beneficial interest, or in which the Covered Person exercises effective control.

     

     

     

     

     

     

    A comprehensive list of all Covered Persons and Personal Accounts will be maintained by Delta’s Compliance Officer.

     

     

     

     

     

    IV.

    RESTRICTIONS ON PERSONAL INVESTING ACTIVIES

     

     

     

     

     

     

     

    1.

    General . It is the responsibility of each Covered Person to ensure that a particular securities transaction being considered for his or her Personal Account is not subject to a restriction contained in this Code of Ethics or otherwise prohibited by any applicable laws. Personal securities transactions for Covered Persons may be effected only in accordance with the provisions of this Section.

     

     

     

     

     

     

     

    2.

    Preclearance of Transaction in Personal Account . A Covered Person must obtain the prior written approval of a Portfolio Manager, the Compliance Officer, the Trader, or other designee, or in some cases, a combination of a Portfolio Manager(s), the Trader, and the Compliance officer (the “authorized signers”), before engaging in any transaction in his or her Personal Account. The authorized signers may approve the transaction if they conclude that the transaction would comply with the provisions of this Code of Ethics and is not likely to have any adverse economic impact on clients. A request for preclearance must be made by completing the Preclearance Form and submitting it to the Compliance Officer, or other authorized signer, in advance of the contemplated transaction. A Preclearance Form is attached as Attachment A.

     

     

     

     

     

     

     

     

    Any approval given under this paragraph will remain in effect for the date of request only. Covered Person wishing to place “Good ‘Til Cancel” (“GTC”) trades or other trades longer than the date of request must obtain special clearance from the Compliance Officer, or other authorized signer, and ALL Portfolio Managers and senior analysts prior to engaging in the transaction. Otherwise GTC trades are prohibited.

     

     

     

     

     

     

     

    3.

    Initial Public Offerings . A Covered Person shall not acquire any direct or indirect beneficial ownership in any securities in any initial public offering.



     

     

     

     

     

     

     

    4.

    Prohibitions on Trading in Restricted Securities . A Covered Person shall not execute any personal securities transaction of any kind in any Restricted Securities unless the security has not been traded by Delta or Delta has not had a pending buy or sell order for a minimum of three (3) business days. Prior to granting pre-clearance approval Delta should be reasonably certain that no additional trading in the security is planned in any Fund for a period of at least three business days after the personal trading request. Preclearance for any Restricted Securities List must be obtained by the applicable Portfolio Manager as well as the Compliance Officer or another authorized signer. Should the appropriate Portfolio Manager not be available on the day of the request, preclearance will not be granted. If the Compliance Officer is not available a second Portfolio Manager or the Trader may provide the second signature on the form.

     

     

     

     

     

     

     

    5.

    Short Sales . A Covered Person shall not engage in any short sale of a Restricted Security unless they comply with the preclearance process in 4.

     

     

     

     

     

     

     

    6.

    Private Placements and Investment Opportunities of Limited Availablility . A Covered Person may not acquire any beneficial ownership in ANY securities in any private placement of securities or investment opportunity of limited availability unless the Covered Person has been given prior written approval, preferably by the Compliance Officer.

     

     

     

     

     

     

     

    7.

    Service on Boards of Directors; Other Business Activities . A Covered Person shall not serve as a director (or similar position) on the board of any public company unless the Covered Person has received written approval from the Compliance Officer and Delta has adopted policies to address such service. Authorization will be based upon a determination that the board service would not be inconsistent with the interest of any client account. At the time a Covered Person submits the initial holdings report in accordance with Section VI(3) of this Code of Ethics, the Covered Person will submit to the Compliance Officer a description of any business activities in which the Covered Person has a significant role.

     

     

     

     

     

     

     

    8.

    Excessive Trading . Delta believes that excessive trading by its Covered Persons can raise compliance and conflicts issues. Accordingly, no Covered Persons may engage in more than 20 personal securities transactions during any 30 day period.

     

     

     

     

     

     

     

    9.

    Management of Non-Adviser Accounts . Covered Persons are prohibited from managing accounts for third parties who are not clients of Delta or serving as trustee for third parties unless the Compliance Officer preclears the arrangement and finds that the arrangement would not harm any client. The Compliance Officer may require the Covered Person to report transactions for such account and may impose such conditions or restrictions as are warranted under the circumstances.



     

     

     

     

     

     

     

    10.

    Outside Employment – Delta requires all employees to disclose any outside employment to the principals of Delta in writing. Should a conflict of interest be identified, the matter will be brought to the attention of the Compliance Officer. In the event a resolution cannot be reached, the employee may be asked to terminate either his outside employment or his position with Delta.

     

     

     

     

     

    V.

    EXCEPTIONS FROM PRECLEARANCE PROVISIONS

     

     

     

     

     

     

    In recognition of the de minimis or involuntary nature of certain transactions, this section sets forth the exceptions from the preclearance requirements. The restrictions and reporting obligations of the Code of Ethics will continue to apply to any transaction exempted from preclearance pursuant to this Section. Accordingly, the following transactions will be exempt only from the preclearance requirements of Section IV(2).

     

     

     

     

     

     

     

    1.

    Purchases or sales that are non-volitional on the part of the Covered Person such as purchases that are made pursuant to a merger, tender offer or exercise of rights;

     

     

     

     

     

     

     

    2.

    Purchases or sales pursuant to an Automatic Investment Plan;

     

     

     

     

     

     

     

    3.

    Transactions in securities that are not Reportable Securities; and

     

     

     

     

     

     

     

    4.

    Transactions effected in, and the holdings of, any account over which the Covered Person has no direct or indirect influence or control (i.e., blind trust, discretionary account or trust managed by a third party).

     

     

     

     

     

    VI.

    REPORTING

     

     

     

     

     

     

     

    1.

    Duplicate Copies of Account Statements to Delta . All Covered Persons are required to direct their brokers or custodians or any persons managing the Covered Person’s account in which any securities are held to supply the Compliance Officer with the Covered Person’s monthly and quarterly brokerage statements. The transactions reported on the Broker’s statements will be reviewed and compared against client transactions (preclearance forms). Each Covered Person must notify the Compliance Officer promptly if the Covered Person opens any new account in which any securities are held with a broker or custodian or moves such an existing account to a different broker or custodian.

     

     

     

     

     

     

     

    2.

    All Covered Persons must submit to the Compliance Officer an Attestation Statement listing the names and account numbers of any brokerage firms or banks where the Covered Person maintains an account in which ANY securities are held, no later than 30 days after the end of each calendar quarter. Note that the statement should include any accounts closed and opened during the given quarter.



     

     

     

     

     

     

     

    3.

    Disclosure of Securities Holdings and Business Activities. All Covered Persons shall within 10 days of commencement of employment with the Adviser, submit an initial statement to the Compliance Officer listing all of the (i) securities in which the Covered Person has any beneficial ownership, (including title and exchange ticker, symbol or CUSIP number, type of security, number of shares and principal amount (if applicable) of each reportable security in which the Covered Person has any beneficial ownership), and the name of the broker, dealer or bank in which the securities are held; (ii) business activities in which the Covered Person has a significant role, including any service on the board of directors of a company and (iii) the names of any brokerage firms or banks where the Covered Person maintains an account in which securities are held. The initial statement must be submitted no later than 10 days after the date that the person becomes a Covered Person, must be dated the day the Covered Person submits the report and must contain information that is current no more than 45 days prior to the date the person becomes a Covered Person of Delta. The Covered Person shall annually submit to the Compliance Officer an updated statement, which must be current as of a date no more than 45 days prior to the date the report was submitted.

     

     

     

     

     

     

     

    4.

    Exceptions to Reporting Requirements . An Access Person need not submit any report with respect to securities held in accounts over which the Access Person has no direct or indirect influence or control or transaction reports with respect to transactions effected pursuant to an automatic investment plan.

     

     

     

     

     

     

     

    5.

    Covered Persons must report immediately any suspected violations to the Compliance Officer .

     

     

     

     

     

     

     

    6.

    Transactions Subject to Review . The transactions reported on the Broker’s statements and/or confirmations will be reviewed and compared against client transactions (preclearance forms).

     

     

     

     

     

    VII.

    RECORD KEEPING

     

     

     

     

     

     

    The Compliance Officer shall keep in an easily accessible place for at least five (5) years copies of this Code of Ethics, all Broker’s Confirmations (if applicable) and periodic statements and reports of Covered Persons, copies of all preclearance forms, records of violations and actions taken as a result of violations, acknowledgements and other memoranda relating to the administration of this Code of Ethics.

     

     

     

     

     

     

    The Compliance Officer will maintain a list of all Covered Persons (which includes all Access Persons) of Delta currently and for the last five (5) years.

     

     

     

     

     

     

    All Broker’s Confirmations and periodic statements of Covered Persons may be kept electronically in a computer database.



     

     

     

     

     

    VIII.

    OVERSITE OF CODE OF ETHICS

     

     

     

     

     

     

     

    1.

    Acknowledgement . The Compliance Officer will annually distribute a copy of the Code of Ethics to all Covered Persons. The Compliance Officer will also distribute promptly all amendments to the Code of Ethics. All Covered Persons are required annually to sign and acknowledge their receipt of this Code of Ethics by signing the form of acknowledgement attached as Attachment B or such other form as may be approved by the Compliance Officer.

     

     

     

     

     

     

     

    2.

    Review of Transactions . Each Covered Person’s transactions in his/her Personal Account will be reviewed on a regular basis and compared with transactions for the clients and against any Restricted Securities. Any Covered Person transactions that are believed to be a violation of the Code of Ethics will be reported promptly to the management of Delta. The Chief Financial Officer, Portfolio Accountant or other employee Delta chooses will review the Compliance Officer’s transactions and preclearance requests.

     

     

     

     

     

     

     

    3.

    Sanctions . Delta’s management, with advice of legal counsel, at their discretion, shall consider reports made to them and upon determining that a violation of this Code of Ethics has occurred, may impose such sanctions or remedial action as they deem appropriate or to the extent required by law. The sanctions may include, among other things, disgorgement of profits, suspension or termination of employment and/or criminal or civil penalties.

     

     

     

     

     

     

     

    4.

    Authority to Exempt Transactions . The Compliance Officer has the authority to exempt any Covered Person or any personal securities transaction of a Covered Person from any and all of the provisions of this Code of Ethics if the Compliance Officer determines that such exemption would not be against any interests of a client. The Compliance Officer shall prepare and file a written memorandum of any exemption granted, describing the circumstances and reasons for the exemption.

     

     

     

     

     

     

     

    5.

    ADV Disclosure . The Compliance Officer will ensure that the Adviser’s Form ADV (1) describes the Code of Ethics on Schedule F of Part II and (2) offers to provide a copy of the Code of Ethics to any client or prospective client upon request.

     

     

     

     

     

    IX.

    CONFIDENTIALITY

     

     

     

     

     

     

    All Reports of personal securities transactions and any other information filed pursuant to this Code of Ethics shall be treated as confidential to the extent permitted by law.