Common use of Amendment Procedure Clause in Contracts

Amendment Procedure. (a) Subject to Section 8.3(b), this Declaration may be amended in any respect by the affirmative vote of two-thirds of the Trustees and without any vote of the Shareholders of the Trust or any Series or Class except as may be required by the 1940 Act. (b) Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. Expenses of the Trust charged directly to Shareholders pursuant to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant to Section 7.1 hereof shall not constitute "assessments" for purposes of this Section 8.3(b). (c) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required, Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, Shareholders as aforesaid, or a copy of the Declaration, as amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as Shares are issued and outstanding, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

Amendment Procedure. (a) Subject Except as provided in subsection (c) of this Section 11.2, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration. Shareholders shall have the right to vote: (i) on any amendment which would eliminate their right to vote granted in this Declaration, (ii) on any amendment to this Section 8.3(b11.2(a), this Declaration may be amended in (iii) on any respect amendment that would adversely affect the powers, preferences or special rights of the Shares as determined by the affirmative vote of two-thirds of the Trustees in good faith and without (iv) on any vote of the Shareholders of the Trust or any Series or Class except as may be required amendment submitted to them by the 1940 ActTrustees. (b) Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. Expenses of the Trust charged directly to Shareholders pursuant to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant to Section 7.1 hereof shall not constitute "assessments" for purposes of this Section 8.3(b). (c) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required, the Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification in recordable form signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy of the Declaration, as amended, in recordable form, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as Shares are issued and outstanding, . (c) Any amendment to this Declaration may that adversely affects the Delaware Trustee shall require its consent, which consent shall not be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trusteesunreasonably withheld.

Amendment Procedure. (a) Subject to Section 8.3(b), this Declaration may be amended in any respect by the affirmative vote or approval in writing of two-thirds of the Trustees and without any vote of the Shareholders of the Trust or any Series or Class Class, except as may be required by the 1940 Act. (b) Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. Expenses of the Trust charged directly to Shareholders pursuant to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant to Section 7.1 hereof shall not constitute "“assessments" ” for purposes of this Section 8.3(b). (c) An amendment duly adopted by the requisite vote approval of the Board of Trustees and, if required, Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, Shareholders as aforesaid, or a copy of the Declaration, as amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as Shares are issued and outstanding, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

Amendment Procedure. (a) Subject Except as provided in subsection (c) of this Section 12.2, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration. Shareholders shall have the right to vote: (i) on any amendment which would eliminate their right to vote granted in this Declaration, (ii) on any amendment to this Section 8.3(b12.2(a), this Declaration may be amended in (iii) on any respect amendment that would adversely affect the powers, preferences or special rights of the Shares as determined by the affirmative vote of two-thirds of the Trustees in good faith and without (iv) on any vote of the Shareholders of the Trust or any Series or Class except as may be required amendment submitted to them by the 1940 ActTrustees. (b) Nothing contained in this Declaration shall permit In connection with an Exchange Listing, the amendment of this Declaration to impair Trustees may without the exemption from personal liability approval or vote of the Shareholders, amend or supplement this Declaration in any manner, including, without limitation to classify the Board of Trustees, officers, employees and agents of the Trust or to permit assessments upon annual meetings of Shareholders. Expenses , to impose advance notice provisions for the bringing of the Trust charged directly Shareholder nominations or proposals, to Shareholders pursuant impose super-majority approval for certain types of transactions and to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant otherwise add provisions that may be deemed to Section 7.1 hereof shall not constitute "assessments" for purposes of this Section 8.3(b)adverse to Shareholders. (c) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required, the Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification in recordable form signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy of the Declaration, as amended, in recordable form, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as Shares are issued and outstanding, . (d) Any amendment to this Declaration may that adversely affects the Delaware Trustee shall require its consent, which consent shall not be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trusteesunreasonably withheld.

Amendment Procedure. (a) Subject The Trustees may, without any Shareholder vote, amend or otherwise supplement this Declaration by making an amendment, a Declaration of Trust supplemental hereto or an amended and restated trust instrument; provided, that Shareholders shall have the right to vote on any amendment: (i) which would affect the voting rights of Shareholders granted in Section 8.3(b2.1, Section 2.2, Section 2.3, Section 3.9, Section 5.1, Section 5.2, Section 11.2(a), (ii) to this Declaration may Section 11.4, or Section 11.5, (iii) required to be amended in any respect approved by Shareholders by law or by the affirmative vote of two-thirds of Trust’s registration statement(s) filed with the Commission, and (iv) submitted to them by the Trustees and without in their discretion. Any amendment submitted to Shareholders which the Trustees determine would affect the Shareholders of any Series shall be authorized by vote of the Shareholders of the Trust or any such Series or Class except as may and no vote shall be required by of Shareholders of a Series not affected. Notwithstanding anything else herein, any amendment to Article V which would have the 1940 Act. (b) Nothing contained in this Declaration shall permit effect of reducing the amendment of this Declaration indemnification and other rights provided thereby to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees employees, and agents of the Trust or to permit assessments upon Shareholders or former Shareholders. Expenses , and any repeal or amendment of this sentence shall each require the affirmative vote of the holders of two-thirds of the Outstanding Shares of the Trust charged directly entitled to Shareholders pursuant vote thereon and no such amendment shall affect the right to Section 3.8 hereof indemnification of any person who is no longer a Trustee, Officer or fees employee or sales charges payable upon or in connection with redemptions agent at the time of Shares pursuant to Section 7.1 hereof shall not constitute "assessments" for purposes of this Section 8.3(b)such amendment. (cb) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required, the Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification in recordable form signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy of the Declaration, as amended, in recordable form, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the BoardBoard of Trustees. Notwithstanding any other provision hereof, until such time as Shares are issued and outstandingany Series of the Trust commences operations pursuant to a Registration Statement, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

Amendment Procedure. (a) Subject to Section 8.3(b11.3(b), this Declaration may be amended in any respect by the affirmative vote or approval in writing of two-thirds of the Trustees and without any vote of the Shareholders of the Trust or any Series or Class except as may be required by the 1940 Act. (b) Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. Expenses of the Trust charged directly to Shareholders pursuant to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant to Section 7.1 8.1 hereof shall not constitute "“assessments" ” for purposes of this Section 8.3(b11.3(b). (c) An amendment duly adopted by the requisite vote approval of the Board of Trustees and, if required, Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, Shareholders as aforesaid, or a copy of the Declaration, as amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as Shares are issued and outstanding, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

Amendment Procedure. (a) Subject to Section 8.3(b), this Declaration may be amended in any respect by the affirmative vote or approval in writing of two-thirds of the Trustees and without any vote of the Shareholders of the Trust or any Series or Class except as may be required by the 1940 Act. (b) Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. Expenses of the Trust charged directly to Shareholders pursuant to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant to Section 7.1 hereof shall not constitute "assessments" for purposes of this Section 8.3(b). (c) An amendment duly adopted by the requisite vote approval of the Board of Trustees and, if required, Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, Shareholders as aforesaid, or a copy of the Declaration, as amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as Shares are issued and outstanding, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

Amendment Procedure. (a) Subject to Section 8.3(b), this Declaration may be amended in any respect by the affirmative vote or approval in writing of two-thirds of the Trustees and without any vote of the Shareholders of the Trust or any Series or Class except as may be required by the 1940 Act. (b) Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. Expenses of the Trust charged directly to Shareholders Share holders pursuant to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant to Section 7.1 hereof shall not constitute "assessments" for purposes of this Section 8.3(b). (c) An amendment duly adopted by the requisite vote approval of the Board of Trustees and, if required, Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, Shareholders as aforesaid, or a copy of the Declaration, as amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as Shares are issued and outstanding, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

Amendment Procedure. (a1) Subject to Section 8.3(b), this Declaration may be amended in any respect by the affirmative vote of two-thirds of the Trustees and without any vote of the Shareholders of the Trust or any Series or Class except as may be required by the 1940 Act. (b2) Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. Expenses of the Trust charged directly to Shareholders pursuant to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant to Section 7.1 hereof shall not constitute "assessments" for purposes of this Section 8.3(b). (c3) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required, Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, Shareholders as aforesaid, or a copy of the Declaration, as amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as Shares are issued and outstanding, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

Amendment Procedure. (a) Subject Except as provided in subsection (c) of this Section 11.2, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration. Shareholders shall have the right to vote: (i) on any amendment which would eliminate their right to vote granted in this Declaration, (ii) on any amendment to this Section 8.3(b11.2(a), this Declaration may be amended in (iii) on any respect amendment that would adversely affect the powers, preferences or special rights of the Shares as determined by the affirmative vote of two-thirds of the Trustees in good faith and without (iv) on any vote of the Shareholders of the Trust or any Series or Class except as may be required amendment submitted to them by the 1940 ActTrustees. (b) Nothing contained in this Declaration shall permit In connection with an Exchange Listing, the amendment of this Declaration to impair Trustees may without the exemption from personal liability approval or vote of the Shareholders, amend or supplement this Declaration in any manner, including, without limitation to classify the Board of Trustees, officers, employees and agents of the Trust or to permit assessments upon annual meetings of Shareholders. Expenses , to impose advance notice provisions for the bringing of the Trust charged directly Shareholder nominations or proposals, to Shareholders pursuant impose super-majority approval for certain types of transactions and to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant otherwise add provisions that may be deemed to Section 7.1 hereof shall not constitute "assessments" for purposes of this Section 8.3(b)adverse to Shareholders. (c) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required, the Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification in recordable form signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy of the Declaration, as amended, in recordable form, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as Shares are issued and outstanding, . (d) Any amendment to this Declaration may that adversely affects the Delaware Trustee shall require its consent, which consent shall not be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trusteesunreasonably withheld.

Amendment Procedure. (a) Subject Except as provided in subsection (b) of this Section 11.2, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration. Shareholders shall have the right to vote: (i) on any amendment which would eliminate their right to vote granted in this Declaration, (ii) on any amendment to this Section 8.3(b11.2(a), this Declaration may be amended in (iii) on any respect amendment that would adversely affect the powers, preferences or special rights of the Shares as determined by the affirmative vote of two-thirds of the Trustees in good faith and without (iv) on any vote of the Shareholders of the Trust or any Series or Class except as may be required amendment submitted to them by the 1940 ActTrustees. (b) Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. Expenses of the Trust charged directly to Shareholders pursuant to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant to Section 7.1 hereof shall not constitute "assessments" for purposes of this Section 8.3(b). (c) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required, the Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification in recordable form signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy of the Declaration, as amended, in recordable form, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as Shares are issued and outstanding, . (c) Any amendment to this Declaration may be terminated or amended that adversely affects the Delaware Trustee shall require its consent, in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the TrusteesDelaware Trustee’s sole and absolute discretion.

Amendment Procedure. The Trustees may, without Shareholder vote, amend or otherwise modify or supplement this Declaration. Shareholders shall only have the right to vote: (ai) Subject on any amendment to this Section 8.3(b)12.2, this Declaration may be amended in (ii) on any respect amendment that would materially adversely affect the powers, preferences or special rights of the Shares as determined by the affirmative vote of two-thirds of Trustees in good faith and (iii) on any amendment submitted to them by the Trustees; provided, that, notwithstanding anything to the contrary in this Declaration, in connection with an Exchange Listing, the Trustees and may, without any the approval or vote of the Shareholders of the Trust or any Series or Class except as may be required by the 1940 Act. (b) Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, amend or supplement this Declaration in any manner, including, without limitation to classify the Board of Trustees, officers, employees and agents of the Trust or to permit assessments upon annual meetings of Shareholders, to impose advance notice provisions for the bringing of Shareholder nominations or proposals, to impose super-majority approval for certain types of transactions, to impose “control share” type provisions and to otherwise add provisions that may be deemed adverse to Shareholders. Expenses of the Trust charged directly to Shareholders pursuant to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant to Section 7.1 hereof shall not constitute "assessments" for purposes of this Section 8.3(b). (c) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required, the Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, Shareholders as aforesaid, or a copy of the Declaration, as amended, and executed by a majority of the Trustees, No Shareholder shall be conclusive evidence of required to execute any amendment to this Declaration in order for such amendment when lodged among the records of the Trust or at to be binding on such other time designated by the Board. Notwithstanding any other provision hereof, until such time as Shares are issued and outstanding, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the TrusteesShareholder.

Amendment Procedure. (a) Subject Except as provided in subsection (c) of this Section 11.2, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration. Shareholders shall have the right to vote: (i) on any amendment which would eliminate their right to vote granted in this Declaration, (ii) on any amendment to this Section 8.3(b11.2(a), this Declaration may be amended in (iii) on any respect amendment that would adversely affect the powers, preferences or special rights of the Shares as determined by the affirmative vote of two-thirds of the Trustees in good faith and without (iv) on any vote of the Shareholders of the Trust or any Series or Class except as may be required amendment submitted to them by the 1940 ActTrustees. (b) Nothing contained in this Declaration shall permit In connection with an Exchange Listing, the amendment of this Declaration to impair Trustees may without the exemption from personal liability approval or vote of the Shareholders, amend or supplement this Declaration in any manner, including, without limitation to classify the Board of Trustees, officers, employees and agents of the Trust or to permit assessments upon annual meetings of Shareholders. Expenses , to impose advance notice provisions for the bringing of the Trust charged directly Shareholder nominations or proposals, to Shareholders pursuant impose super-majority approval for certain types of transactions and to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant otherwise add provisions that may be deemed to Section 7.1 hereof shall not constitute "assessments" for purposes of this Section 8.3(b)adverse to Shareholders. (c) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required, the Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification in recordable form signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy of the Declaration, as amended, in recordable form, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as Shares are issued and outstanding, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

Amendment Procedure. (a) Subject Except as provided in subsection (c) of this Section 11.05, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration, including but not limited to, to Section 8.3(b)classify the Board of Trustees, this Declaration to impose advance notice provisions for Trustee nominations or for shareholder proposals, and to require super-majority approval of transactions with significant shareholders or other provisions that may be amended characterized as anti-takeover in nature. Shareholders shall have the right to vote only on the following matters: (i) on any respect amendment which would eliminate their right to vote granted in this Declaration, (ii) on any amendment to this Section 11.05(a) and (iii) on any amendment submitted to them by the affirmative vote of two-thirds of the Trustees and without any vote of the Shareholders of the Trust or any Series or Class except as may be required by the 1940 ActTrustees. (b) Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. Expenses of the Trust charged directly to Shareholders pursuant to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant to Section 7.1 hereof shall not constitute "assessments" for purposes of this Section 8.3(b). (c) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required, the Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification in recordable form signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy of the Declaration, as amended, in recordable form, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. Notwithstanding any other provision hereof. (c) The Trustees may, until such time as Shares are issued and outstandingwithout Shareholder vote, amend or otherwise supplement this Declaration may be terminated for purposes of complying or amended in conforming this Declaration as necessary to satisfy any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the TrusteesNorth American Securities Administrators Association guidelines.

Amendment Procedure. (a) Subject The Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration. Shareholders shall only have the right to vote: (i) on any amendment to this Section 8.3(b15.2(a), this Declaration may be amended in (ii) on any respect amendment that would adversely affect the powers, preferences or special rights of the Shares as determined by the affirmative vote of two-thirds of the Trustees in good faith and without (iii) on any vote of the Shareholders of the Trust or any Series or Class except as may be required amendment submitted to them by the 1940 ActTrustees. (b) Nothing contained Notwithstanding anything to the contrary in this Declaration shall permit Declaration, in connection with an Exchange Listing (if any) or otherwise deemed appropriate by the amendment of this Declaration to impair Trustees, the exemption from personal liability Trustees may, without the approval or vote of the Shareholders, amend or supplement this Declaration or Bylaws, as applicable, in any manner, including, without limitation to classify the Board of Trustees, officers, employees and agents of the Trust or to permit assessments upon annual meetings of Shareholders. Expenses , to impose advance notice provisions or requirements for the bringing of the Trust charged directly Shareholder nominations or proposals, to Shareholders pursuant impose super-majority approval for certain types of transactions, to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant impose “control share” type provisions and to Section 7.1 hereof shall not constitute "assessments" for purposes of this Section 8.3(b)otherwise add provisions that may be deemed adverse to Shareholders. (c) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required, the Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification signed by a majority No such amendment shall affect the rights, protections, immunities, indemnities, duties or obligations of the Trustees setting forth an amendment and reciting that it was duly adopted by Delaware Trustee hereunder without the Trustees and, if required, Shareholders as aforesaid, or a copy written consent of the Declaration, as amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as Shares are issued and outstanding, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.Delaware Trustee

Amendment Procedure. (a) Subject Except as provided in subsection (c) of this Section 11.2, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration. Shareholders shall have the right to vote: (i) on any amendment which would eliminate their right to vote granted in this Declaration, (ii) on any amendment to this Section 8.3(b11.2(a), this Declaration may be amended in (iii) on any respect amendment that would adversely affect the powers, preferences or special rights of the Shares as determined by the affirmative vote of two-thirds of the Trustees in good faith and without (iv) on any vote of the Shareholders of the Trust or any Series or Class except as may be required amendment submitted to them by the 1940 ActTrustees. (b) Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. Expenses of the Trust charged directly to Shareholders pursuant to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant to Section 7.1 hereof shall not constitute "assessments" for purposes of this Section 8.3(b). (c) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required, the Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification in recordable form signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy of the Declaration, as amended, in recordable form, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as Shares are issued and outstanding, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

Amendment Procedure. (a) Subject Except as provided in subsection (c) of this Section 11.2, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration. Shareholders shall have the right to vote: (i) on any amendment which would eliminate their right to vote granted in this Declaration, (ii) on any amendment to this Section 8.3(b11.2(a), this Declaration may be amended in (iii) on any respect amendment that would adversely affect the powers, preferences or special rights of the Shares as determined by the affirmative vote of two-thirds of the Trustees in good faith and without (iv) on any vote of the Shareholders of the Trust or any Series or Class except as may be required amendment submitted to them by the 1940 ActTrustees. (b) Nothing contained in this Declaration shall permit In connection with an Exchange Listing, the amendment of this Declaration to impair Trustees may without the exemption from personal liability approval or vote of the Shareholders, amend or supplement this Declaration in any manner, including, without limitation to classify the Board of Trustees, officers, employees and agents of the Trust or to permit assessments upon annual meetings of Shareholders. Expenses , to impose advance notice provisions for the bringing of the Trust charged directly Shareholder nominations or proposals, to Shareholders pursuant impose super-majority approval for certain types of transactions and to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant otherwise add provisions that may be deemed to Section 7.1 hereof shall not constitute "assessments" for purposes of this Section 8.3(b)adverse to Shareholders. (c) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required, the Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification in recordable form signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy of the Declaration, as amended, in recordable form, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as Shares are issued and outstanding, . (d) Any amendment to this Declaration may be terminated or amended that adversely affects the Delaware Trustee shall require its consent, in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the TrusteesDelaware Trustee’s sole and absolute discretion.

Amendment Procedure. (a) Subject Except as provided in subsection (c) of this Section 11.2, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration. Shareholders shall have the right to vote: (i) on any amendment which would eliminate their right to vote granted in this Declaration, (ii) on any amendment to this Section 8.3(b11.2(a), this Declaration may be amended in (iii) on any respect amendment that would adversely affect the powers, preferences or special rights of the Shares as determined by the affirmative vote of two-thirds Trustees in good faith and (iv) on any amendment submitted to them by the Trustees. Any such action contemplated in this Section 11.2(a)(i)-(iv) shall require at least a majority of the Trustees votes cast by such shareholders at a meeting of shareholders duly called and without any vote of the Shareholders of the Trust or any Series or Class except as may be required by the 1940 Actat which a quorum is present. (b) Nothing contained in this Declaration shall permit In connection with an Exchange Listing or a Liquidity Event, the amendment of this Declaration to impair Trustees may without the exemption from personal liability approval or vote of the Shareholders, amend or supplement this Declaration in any manner, including, without limitation to classify the Board of Trustees, officers, employees and agents of the Trust or to permit assessments upon annual meetings of Shareholders. Expenses , to impose advance notice provisions for the bringing of the Trust charged directly Shareholder nominations or proposals, to Shareholders pursuant impose super-majority approval for certain types of transactions and to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant otherwise add provisions that may be deemed to Section 7.1 hereof shall not constitute "assessments" for purposes of this Section 8.3(b)adverse to Shareholders. (c) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required, the Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification in recordable form signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy of the Declaration, as amended, in recordable form, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as Shares are issued and outstanding, . (d) Any amendment to this Declaration may be terminated or amended that adversely affects the Delaware Trustee shall require its consent, in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the TrusteesDelaware Trustee’s sole and absolute discretion.

Amendment Procedure. (a) Subject to Section 8.3(b), this Declaration may be amended in any respect by the affirmative vote or approval in writing of two-thirds of the Trustees and without any vote of the Shareholders of the Trust or any Series or Class except as may be required by the 1940 Act. (b) Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. Expenses of the Trust charged directly to Shareholders pursuant to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant to Section 7.1 hereof shall not constitute "“assessments" ” for purposes of this Section 8.3(b). (c) An amendment duly adopted by the requisite vote approval of the Board of Trustees and, if required, Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, Shareholders as aforesaid, or a copy of the Declaration, as amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as Shares are issued and outstanding, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

Amendment Procedure. (a) Subject to Section 8.3(b11.3(b), this Declaration may be amended in any respect by the affirmative vote or approval in writing of two-thirds of the Trustees and without any vote of the Shareholders of the Trust or any Series or Class except as may be required by the 1940 Act. (b) Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. Expenses of the Trust charged directly to Shareholders pursuant to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant to Section 7.1 8.1 hereof shall not constitute "assessments" for purposes of this Section 8.3(b11.3(b). (c) An amendment duly adopted by the requisite vote approval of the Board of Trustees and, if required, Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, Shareholders as aforesaid, or a copy of the Declaration, as amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as Shares are issued and outstanding, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

Amendment Procedure. (a) Subject Except as provided in subsection (b) of this Section 11.2, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration. Shareholders shall have the right to vote: (i) on any amendment which would eliminate their right to vote granted in this Declaration, (ii) on any amendment to this Section 8.3(b11.2(a), this Declaration may be amended in (iii) on any respect amendment that would adversely affect the powers, preferences or special rights of the Shares as determined by the affirmative vote of two-thirds of the Trustees in good faith and without (iv) on any vote of the Shareholders of the Trust or any Series or Class except as may be required amendment submitted to them by the 1940 ActTrustees. (b) Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. Expenses of the Trust charged directly to Shareholders pursuant to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant to Section 7.1 hereof shall not constitute "assessments" for purposes of this Section 8.3(b). (c) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required, the Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification in recordable form signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy of the Declaration, as amended, in recordable form, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as Shares are issued and outstanding, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

Amendment Procedure. (a) Subject The Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration. Shareholders shall only have the right to vote: (i) on any amendment to this Section 8.3(b12.2(a), this Declaration may be amended in (ii) on any respect amendment that would adversely affect the powers, preferences or special rights of the Shares as determined by the affirmative vote of two-thirds of the Trustees in good faith and without (iii) on any vote of the Shareholders of the Trust or any Series or Class except as may be required amendment submitted to them by the 1940 ActTrustees. (b) Nothing contained Notwithstanding anything to the contrary in this Declaration shall permit Declaration, in connection with an Exchange Listing, the amendment of this Declaration to impair Trustees may, without the exemption from personal liability approval or vote of the Shareholders, amend or supplement this Declaration in any manner, including, without limitation to classify the Board of Trustees, officers, employees and agents of the Trust or to permit assessments upon annual meetings of Shareholders. Expenses , to impose advance notice provisions for the bringing of the Trust charged directly Shareholder nominations or proposals, to Shareholders pursuant impose super-majority approval for certain types of transactions, to Section 3.8 hereof or fees or sales charges payable upon or in connection with redemptions of Shares pursuant impose “control share” type provisions and to Section 7.1 hereof shall not constitute "assessments" for purposes of this Section 8.3(b)otherwise add provisions that may be deemed adverse to Shareholders. (c) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required, the Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification signed by a majority of the Trustees setting forth an . (d) Any amendment and reciting that it was duly adopted by the Trustees and, if required, Shareholders as aforesaid, or a copy of the Declaration, as amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as Shares are issued and outstanding, to this Declaration may that adversely affects the Delaware Trustee shall require its consent, which consent shall not be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trusteesunreasonably withheld.