Common use of Amendment Procedure Clause in Contracts

Amendment Procedure. (a) Except as specifically provided herein, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration by making an amendment, a Declaration supplemental hereto or an amended and restated Declaration. Shareholders shall have the right to vote: (i) on any amendment which would affect their right to vote granted in Section 10.2, (ii) on any amendment to this Section 11.3, (iii) on any amendment for which such vote is required by law and (iv) on any amendment submitted to them by the Trustees. Anything in this Declaration to the contrary notwithstanding, any amendment to Article V hereof shall not limit the rights to indemnification or insurance provided therein with respect to action or omission of any persons protected thereby prior to such amendment. 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. (b) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under the 1940 Act or otherwise under this Declaration, 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. (c) Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, 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) Except as specifically provided herein, All rights granted to the Trustees may, without Shareholder vote, amend or otherwise supplement Shareholders under this Declaration by making an amendment, a Declaration supplemental hereto or an amended and restated Declaration. Shareholders shall have are granted subject to the reservation of the right to vote: (i) on any amendment which would affect their right to vote granted in Section 10.2, (ii) on any amendment to this Section 11.3, (iii) on any amendment for which such vote is required by law and (iv) on any amendment submitted to them by the Trustees. Anything in amend this Declaration as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the contrary notwithstandingforegoing, any amendment the provisions of this Declaration (whether or not related to Article V hereof shall not limit the rights to indemnification or insurance provided therein of Shareholders) may be amended at any time, so long as such amendment does not materially adversely affect the rights of any Shareholder with respect to action which such amendment is or omission purports to be applicable and so long as such amendment is not in contravention of any persons protected thereby prior to such amendment. Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholdersapplicable law, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. (b) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under including the 1940 Act or otherwise under this DeclarationAct, 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 an instrument in recordable form writing signed by a majority of the then Trustees setting forth (or by 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 officer of the Trust or at such other time designated by pursuant to the Board. (c) Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of such Trustees). Any amendment to this Declaration that materially adversely affects the Trustees or rights of Shareholders may be adopted at any time by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of a majority of the Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the Trustees may amend this Declaration without the vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name of the Trust or any Series or Class thereof, to supply any omission, or to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof.

Amendment Procedure. (a) Except as specifically provided herein, All rights granted to the Trustees may, without Shareholder vote, amend or otherwise supplement Shareholders under this Declaration by making an amendment, a Declaration supplemental hereto or an amended and restated Declaration. Shareholders shall have are granted subject to the reservation of the right to vote: (i) on any amendment which would affect their right to vote granted in Section 10.2, (ii) on any amendment to this Section 11.3, (iii) on any amendment for which such vote is required by law and (iv) on any amendment submitted to them by the Trustees. Anything in amend this Declaration as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the contrary notwithstandingforegoing, any amendment the provisions of this Declaration (whether or not related to Article V hereof shall not limit the rights to indemnification or insurance provided therein of Shareholders) may be amended at any time, so long as such amendment does not adversely affect the rights of any Shareholder with respect to action which such amendment is or omission purports to be applicable and so long as such amendment is not in contravention of any persons protected thereby prior to such amendment. Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholdersapplicable law, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. (b) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under including the 1940 Act or otherwise under this DeclarationAct, 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 an instrument in recordable form writing signed by a majority of the then Trustees setting forth (or by an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy officer of the Declaration, as amended, Trust pursuant to the vote of a majority of such Trustees). Any amendment to this Declaration that adversely affects the rights of Shareholders may be adopted at any time by an instrument in recordable form, and executed writing signed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records then Trustees (or by an officer of the Trust or at pursuant to a vote of a majority of such other time designated Trustees) when authorized to do so by the Board. (c) Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument signed containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a majority Trustee or officer of the TrusteesTrust to the effect that such amendment has been duly adopted.

Amendment Procedure. (a) Except as specifically provided herein, the The Trustees may, without any Shareholder vote, amend or otherwise supplement this Declaration by making an amendment, a Declaration supplemental hereto or an amended and restated Declaration. declaration; provided, that, in addition to such Trustee vote, Shareholders shall have the right to vote: vote on any amendment (i) on any amendment which that would adversely affect their right to vote the voting rights of Shareholders granted in Section 10.2, (ii) on any amendment to this Section 11.3, (iii) on any amendment for which such vote is required by law and as set forth in Section 11.6 or Section 11.7, (iv) on any amendment required to be approved by Shareholders by federal law or by the Trust’s registration statement(s) filed with the Commission and (v) that is submitted to them by the TrusteesTrustees in their sole discretion. Anything in this Declaration Any amendment submitted to Shareholders that the contrary notwithstandingTrustees determine would affect the Shareholders of any series or class shall be authorized by vote of the Shareholders of such series or class, and no vote shall be required of Shareholders of any other series or class. Notwithstanding anything else herein, any amendment to Article V hereof shall not limit that would have the effect of reducing the indemnification and other rights provided thereby to indemnification or insurance provided therein with respect to action or omission of any persons protected thereby prior to such amendment. 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 indemnitee of the Trust or to permit assessments upon Shareholders or former Shareholders, 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 entitled to vote thereon. (b) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under the 1940 Act or otherwise under this Declarationrequired, 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 an officer of the Trustees Trust 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 so certified by a majority an officer of the TrusteesTrust, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. (c) . Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, 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) a. Except as specifically provided herein, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration by making an amendment, a Declaration supplemental hereto or an amended and restated Declaration. Shareholders shall have the right to vote: (i) on any amendment which would affect their right to vote granted in Section 10.2, (ii) on any amendment to this Section 11.3, (iii) on any amendment for which such vote is required by law and (iv) on any amendment submitted to them by the Trustees. Anything in this Declaration to the contrary notwithstanding, any amendment to Article V hereof shall not limit the rights to indemnification or insurance provided therein with respect to action or omission of any persons protected thereby prior to such amendment. 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. (b) b. An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under the 1940 Act or otherwise under this Declaration, 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. (c) c. Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, 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) Except as specifically provided hereinOther than Sections 11.2 and 11.6, this Declaration may be amended, after a majority of the Trustees mayhave approved a resolution therefor, without Shareholder vote, by the affirmative vote of the holders of not less than a majority of the affected Shares. The Trustees also may amend or otherwise supplement this Declaration by making an amendmentwithout any vote of Shareholders to divide the Shares of the Trust into one or more classes or additional classes, a Declaration supplemental hereto to change the name of the Trust or an amended and restated Declaration. Shareholders shall have any class, to make any change that does not adversely affect the right relative rights or preferences of any Shareholder, as they may deem necessary, to vote: (i) on any amendment which would affect their right to vote granted in Section 10.2, (ii) on any amendment to this Section 11.3, (iii) on any amendment for which such vote is required by law and (iv) on any amendment submitted to them by the Trustees. Anything in conform this Declaration to the contrary notwithstandingrequirements of the 1940 Act or any other applicable federal laws or regulations including pursuant to Section 6.2 or the requirements of the regulated investment company provisions of the Code, any amendment to Article V hereof but the Trustees shall not limit the be liable for failing to do so. (b) No amendment may be made under Section 11.3(a) above, which would change any rights to indemnification or insurance provided therein with respect to action any Shares of the Trust by reducing the amount payable thereon upon liquidation of the Trust or omission by diminishing or eliminating any voting rights pertaining thereto, except with the vote of any persons protected thereby prior to such amendmentthe holders of two-thirds of the Shares of the Trust. 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. (bc) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under the 1940 Act or otherwise under this Declarationrequired, 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. (c) . Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, 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) Except as specifically provided herein, All rights granted to the Trustees may, without Shareholder vote, amend or otherwise supplement Shareholders ------------------- under this Declaration by making an amendment, a Declaration supplemental hereto or an amended and restated Declaration. Shareholders shall have are granted subject to the reservation of the right to vote: (i) on any amendment which would affect their right to vote granted in Section 10.2, (ii) on any amendment to this Section 11.3, (iii) on any amendment for which such vote is required by law and (iv) on any amendment submitted to them by the Trustees. Anything in amend this Declaration as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the contrary notwithstandingforegoing, any amendment the provisions of this Declaration (whether or not related to Article V hereof shall not limit the rights to indemnification or insurance provided therein of Shareholders) may be amended at any time, so long as such amendment does not adversely affect the rights of any Shareholder with respect to action which such amendment is or omission purports to be applicable and so long as such amendment is not in contravention of any persons protected thereby prior to such amendment. Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholdersapplicable law, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. (b) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under including the 1940 Act or otherwise under this DeclarationAct, 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 an instrument in recordable form writing signed by a majority of the then Trustees setting forth (or by an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy officer of the Declaration, as amended, Trust pursuant to the vote of a majority of such Trustees). Any amendment to this Declaration that adversely affects the rights of Shareholders may be adopted at any time by an instrument in recordable form, and executed writing signed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records then Trustees (or by an officer of the Trust or at pursuant to a vote of a majority of such other time designated Trustees) when authorized to do so by the Board. (c) Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument signed containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a majority Trustee or officer of the TrusteesTrust to the effect that such amendment has been duly adopted.

Amendment Procedure. (a) Except as specifically provided hereinThis Declaration may be amended by a vote of the holders of a majority of the Shares outstanding and entitled to vote or by any instrument in writing, without a meeting, signed by a majority of the Trustees and consented to by the holders of a majority of the Shares outstanding and entitled to vote. (b) This Declaration may be amended by a vote of a majority of Trustees, without approval or consent of the Shareholders, except that no amendment can be made by the Trustees to materially and adversely affect any voting or other rights of shareholders prescribed by Federal or state law. Without limiting the foregoing, the Trustees may, without Shareholder vote, may amend or otherwise supplement this Declaration by making an amendment, a Declaration supplemental hereto without the approval or an amended and restated Declaration. consent of Shareholders shall have the right to vote: (i) on to change the name of the Trust or any amendment which would affect their right to vote granted in Section 10.2Series, (ii) on to add to their duties or obligations or surrender any amendment rights or powers granted to this Section 11.3, them herein; (iii) on to cure any amendment for ambiguity, to correct or supplement any provision herein which such vote is required by law may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under this Declaration which will not be inconsistent with the provisions of this Declaration; and (iv) on to eliminate or modify any amendment submitted provision of this Declaration, or add a new provision, which (a) incorporates, memorializes or sets forth a new or an existing requirement imposed by or under any Federal or state statute or any rule, regulation or interpretation thereof or thereunder or (b) any rule, regulation, interpretation or guideline of any Federal or state agency, now or hereafter in effect, including without limitation, requirements set forth in the 1940 Act and the rules and regulations thereunder (and interpretations thereof), to them by the Trustees. Anything extent any change in applicable law liberalizes, eliminates or modifies any such requirements, but the Trustees shall not be liable for failure to do so. (c) The Trustees may also amend this Declaration without the approval or consent of Shareholders if they deem it necessary to conform this Declaration to the contrary notwithstandingrequirements of applicable Federal or state laws or regulations or the requirements of the regulated investment company provisions of the Code, or if requested or required to do so by any amendment to Article V hereof Federal agency or by a state Blue Sky commissioner or similar official, but the Trustees shall not limit the rights be liable for failing so to indemnification or insurance provided therein with respect to action or omission of any persons protected thereby prior to such amendment. do. (d) 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. (be) An amendment duly adopted A certificate signed by the requisite vote an officer of the Board of Trustees and, if required under the 1940 Act or otherwise under this Declaration, 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 Trust setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, or by 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 BoardTrust. (cf) Notwithstanding any other provision hereofThe Trust’s filings with the Commission (including but not limited to: registration statements and supplements thereto, until such time as a Registration Statement under proxy statements, annual and semi-annual shareholder reports, Form N-Q, Form N-PX and related filings and disclosures) shall not be deemed to modify the Securities Act provisions of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, 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 TrusteesDeclaration.

Amendment Procedure. (a) Except as specifically provided herein, the The Trustees may, without any Shareholder vote, amend or otherwise supplement this Declaration by making an amendment, a Declaration supplemental hereto or an amended and restated Declaration. declaration; provided, that, in addition to such Trustee vote, Shareholders shall have the right to vote: vote on any amendment (i) on any amendment which that would adversely affect their right to vote the voting rights of Shareholders granted in Section 10.2, (ii) on any amendment to this Section 11.3, (iii) on any amendment for which such vote is required by law and as set forth in Section 11.6 or Section 11.7, (iv) on any amendment required to be approved by Shareholders by federal law or by the Trust’s registration statement(s) filed with the Commission and (v) that is submitted to them by the TrusteesTrustees in their sole discretion. Anything in this Declaration Any amendment submitted to Shareholders that the contrary notwithstandingTrustees determine would affect the Shareholders of any series or class shall be authorized by vote of the Shareholders of such series or class, and no vote shall be required of Shareholders of any other series or class. Notwithstanding anything else herein, any amendment to Article V hereof shall not limit that would have the effect of reducing the indemnification and other rights provided thereby to indemnification or insurance provided therein with respect to action or omission of any persons protected thereby prior to such amendment. 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 indemnitee of the Trust or to permit assessments upon Shareholders or former Shareholders, 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 entitled to vote thereon. (b) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under the 1940 Act or otherwise under this Declarationrequired, 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 an officer of the Trustees Trust 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 so certified by a majority an officer of the TrusteesTrust, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. (c) . Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, 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) Except This Declaration may be amended, after approval of an instrument reflecting such amendment by the Trustees without any vote by Shareholders of the Trust except as specifically provided hereinrequired by law. Without limiting the foregoing authority, the matters with respect to which the Trustees may, without Shareholder vote, may amend or otherwise supplement this Declaration by making an amendmentwithout any vote of Shareholders including to divide the Trust into one or more Series or additional Series, a Declaration supplemental hereto to divide the Shares of any Series into one or an amended and restated Declaration. Shareholders shall have more Classes or additional Classes, to change the right name of the Trust or any Series or Class thereof, to vote: (i) on make any amendment which would change that does not adversely affect their right the relative rights or preferences of any Series or Class or, as they may deem necessary, to vote granted in Section 10.2, (ii) on any amendment to this Section 11.3, (iii) on any amendment for which such vote is required by law and (iv) on any amendment submitted to them by the Trustees. Anything in conform this Declaration to the contrary notwithstandingrequirements of the 1940 Act or any other applicable federal laws or regulations or the requirements of the regulated investment company provisions of the Code, any amendment to Article V hereof but the Trustees shall not limit the be liable for failing to do so. (b) No amendment may be made under Section 11.3(a) above, which would change any rights to indemnification or insurance provided therein with respect to action any Shares of the Trust or omission any Series or Class thereof by reducing the amount payable thereon upon liquidation of the Trust or by diminishing or eliminating any persons protected thereby prior to voting rights pertaining thereto, except with the vote of the holders of a majority of the Outstanding Shares of the Trust or such amendmentSeries or Class, as applicable. 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 ShareholdersShareholders other than as provided by Section 3.8. (bc) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under the 1940 Act or otherwise under this Declarationrequired, 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 one or more 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 one or more 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. (c) Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, 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) Except as specifically provided herein, the The Trustees may, without any Shareholder vote, amend or otherwise supplement this Declaration by making an amendment, a Declaration supplemental hereto or an amended and restated Declaration. declaration; provided, that, in addition to such Trustee vote, Shareholders shall have the right to vote: vote on any amendment (i) on any amendment which that would adversely affect their right to vote the voting rights of Shareholders granted in Section 10.2, (ii) on any amendment to this Section 11.3, (iii) on any amendment for which such vote is required by law and as set forth in Section 11.6 or Section 11.7, (iv) on any amendment required to be approved by Shareholders by federal law or by the Trust’s registration statement(s) filed with the Commission and (v) that is submitted to them by the TrusteesTrustees in their sole discretion. Anything in this Declaration Any amendment submitted to Shareholders that the contrary notwithstandingTrustees determine would affect the Shareholders of any series or class shall be authorized by vote of the Shareholders of such series or class, and no vote shall be required of Shareholders of any other series or class. Notwithstanding anything else herein, any amendment to Article V hereof shall not limit that would have the effect of reducing the indemnification and other rights provided thereby to indemnification or insurance provided therein with respect to action or omission of any persons protected thereby prior to such amendment. 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 indemnitee of the Trust or to permit assessments upon Shareholders or former Shareholders, 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 entitled to vote thereon. (b) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under the 1940 Act or otherwise under this Declarationrequired, 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 an officer of the Trustees Trust 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 so certified by a majority an officer of the TrusteesTrust, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board. (c) . Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, 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) Except as specifically provided herein, All rights granted to the Trustees may, without Shareholder vote, amend or otherwise supplement Shareholders ----- ------------------- under this Declaration by making an amendment, a Declaration supplemental hereto or an amended and restated Declaration. Shareholders shall have are granted subject to the reservation of the right to vote: (i) on any amendment which would affect their right to vote granted in Section 10.2, (ii) on any amendment to this Section 11.3, (iii) on any amendment for which such vote is required by law and (iv) on any amendment submitted to them by the Trustees. Anything in amend this Declaration as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the contrary notwithstandingforegoing, any amendment the provisions of this Declaration (whether or not related to Article V hereof shall not limit the rights to indemnification or insurance provided therein of Shareholders) may be amended at any time, so long as such amendment does not materially adversely affect the rights of any Shareholder with respect to action which such amendment is or omission purports to be applicable and so long as such amendment is not in contravention of any persons protected thereby prior to such amendment. Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholdersapplicable law, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. (b) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under including the 1940 Act or otherwise under this DeclarationAct, 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 an instrument in recordable form writing signed by a majority of the then Trustees setting forth (or by 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 officer of the Trust or at such other time designated by pursuant to the Board. (c) Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of such Trustees). Any amendment to this Declaration that materially adversely affects the Trustees or rights of Shareholders may be adopted at any time by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of a majority of the Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the Trustees may amend this Declaration without the vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name of the Trust or any Series or Class thereof, to supply any omission, or to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof.

Amendment Procedure. The Declaration and Agreement of Trust may be amended with the approval of (i) the Board, ‎including a majority of the Independent Trustees, if required by the 1940 Act, or (ii) if required, the ‎approval of the shareholders by such vote as is required by the 1940 Act.‎ (a) Except as specifically provided herein, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration by making an amendment, a Declaration supplemental hereto instrument in writing or an amended and restated DeclarationDeclaration signed by a majority of the Trustees. Shareholders Such an amendment shall have be authorized by a Majority Shareholder Vote if it would limit the right of a Shareholder to vote: vote under Section VI.10 or amend this Section X.2 or if Shareholder authorization is required by the 1940 Act, with the series and classes of Shares entitled to vote on such an amendment determined pursuant to Section VI.10 hereof; provided, for the avoidance of doubt, that the issuance of additional voting Shares would not, on its own, be considered to limit the right of a Shareholder to vote under Section VI.10 for purposes of this sentence. Notwithstanding anything else herein, no amendment to this Declaration shall (i) on any amendment which would affect their right to vote granted limit the rights of indemnification provided in Section 10.2, (ii) on any amendment to this Section 11.3, (iii) on any amendment for which such vote is required by law and (iv) on any amendment submitted to them by the Trustees. Anything in this Declaration to the contrary notwithstanding, any amendment to Article V hereof shall not limit the rights to indemnification or insurance provided therein with respect to action actions or omission omissions of any persons protected Persons covered thereby prior to such amendment. Nothing contained in this Declaration shall permit the amendment of this Declaration to , (ii) impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to (iii) permit assessments upon Shareholders. (b) An instrument in writing setting forth the amendment duly adopted by the requisite vote of the Board of Trustees and, if required under the 1940 Act or otherwise under this an amended and restated Declaration, 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 Trust. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument by a majority of the Trustees (or at such other time designated by the Board. (c) Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares an officer of the Trust shall have become effective, this Declaration may be terminated or amended in any respect by the affirmative pursuant to a vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees).

Amendment Procedure. (a) Except All rights granted to the Holders under this Declaration of Trust are granted subject to the reservation of the right of the Trustees to amend this Declaration of Trust as specifically provided hereinherein provided, except as set forth herein to the contrary. Subject to the foregoing, the Trustees may, without Shareholder vote, amend or otherwise supplement provisions of this Declaration by making an amendment, a Declaration supplemental hereto of Trust (whether or an amended and restated Declaration. Shareholders shall have the right to vote: (i) on any amendment which would affect their right to vote granted in Section 10.2, (ii) on any amendment to this Section 11.3, (iii) on any amendment for which such vote is required by law and (iv) on any amendment submitted to them by the Trustees. Anything in this Declaration not related to the contrary notwithstandingrights of Holders) may be amended at any time, any so long as such amendment is not in contravention of applicable law, including the 1940 Act, by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to Article V hereof the vote of a majority of such Trustees). Any such amendment shall not limit be effective as provided in the rights to indemnification or insurance provided instrument containing the terms of such amendment or, if there is no provision therein with respect to action effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or omission of any persons protected thereby prior to such amendment. 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 officer of the Trust or to permit assessments upon Shareholdersthe effect that such amendment has been duly adopted. (b) An No amendment duly adopted may be made, under Section 9.3 (a) above, which would change any rights with respect to any Interest in the Trust by reducing the requisite vote amount payable thereon upon liquidation of the Board Trust, by repealing the limitations on personal liability of Trustees andany Holder or Trustee, if required under the 1940 Act or otherwise under this Declarationby diminishing or eliminating any voting rights pertaining thereto, 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. except with a Majority Interests Vote. (c) 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 Holders or by the Trustees and, if required, the Shareholders as aforesaid, 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 BoardTrust. (cd) Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the Interests are first public offering of Shares of the Trust shall have become effectivesold, 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) Except as specifically provided herein, All rights granted to the Trustees may, without Shareholder vote, amend or otherwise supplement Shareholders under this Declaration by making an amendment, a Declaration supplemental hereto or an amended and restated Declaration. Shareholders shall have are granted subject to the reservation of the right to vote: (i) on any amendment which would affect their right to vote granted in Section 10.2, (ii) on any amendment to this Section 11.3, (iii) on any amendment for which such vote is required by law and (iv) on any amendment submitted to them by the Trustees. Anything in amend this Declaration as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the contrary notwithstandingforegoing, any amendment the provisions of this Declaration (whether or not related to Article V hereof shall not limit the rights to indemnification or insurance provided therein of Shareholders) may be amended at any time, so long as such amendment does not materially adversely affect the rights of any Shareholder with respect to action which such amendment is or omission purports to be applicable and so long as such amendment is not in contravention of any persons protected thereby prior to such amendment. Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholdersapplicable law, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. (b) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under including the 1940 Act or otherwise under this DeclarationAct, 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 an instrument in recordable form Writing signed by a majority of the then Trustees setting forth (or by 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 officer of the Trust or at such other time designated by pursuant to the Board. (c) Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of such Trustees). Any amendment to this Declaration that materially adversely affects the Trustees or rights of Shareholders may be adopted at any time by an instrument in writing signed by a majority of the then Trustees (or by officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of a majority of the Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the Trustees may amend this Declaration without the vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name of the Trust or any Series or Class thereof, to supply any omission, or to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof.

Amendment Procedure. (a) Except as specifically provided hereinin subsection (d) of this Section 11.05, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration by making an amendmentDeclaration, a Declaration supplemental hereto including but not limited to, to classify the Board of Trustees, to impose advance notice provisions for Trustee nominations or an amended for shareholder proposals, and restated Declarationto require super-majority approval of transactions with significant shareholders or other provisions that may be characterized as anti-takeover in nature. Shareholders shall have the right to votevote only on the following matters: (i) on any amendment which would affect eliminate their right to vote granted in Section 10.2this Declaration, (ii) on any amendment to this Section 11.3, 11.05(a) and (iii) on any amendment for which such vote is required by law and (iv) on any amendment submitted to them by the Trustees. Anything in this Declaration to the contrary notwithstanding, any amendment to Article V hereof shall not limit the rights to indemnification or insurance provided therein with respect to action or omission of any persons protected thereby prior to such amendment. 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. (b) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under the 1940 Act or otherwise under this Declarationrequired, 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. (c) Any amendment to this Declaration that adversely affects the Delaware Trustee shall require its consent, which consent shall not be unreasonably withheld. (d) Notwithstanding any other provision hereofprovisions of this Declaration of Trust or the By-Laws to the contrary, until such time as a Registration Statement under the Securities Act Board of 1933Trustee’s may, as amended, covering without the first public offering of Shares approval or vote of the Trust shall have become effectiveShareholders, amend or otherwise supplement this Declaration may be terminated of Trust for the purpose of complying or conforming this Declaration of Trust as necessary to satisfy any Omnibus Guidelines Statement of Policy adopted by the North American Securities Administrators Association on March 29, 1992 and as amended on May 7, 2007, and as further amended from time to time, or the statutes, rules, regulations or requests of any state securities regulator, or otherwise necessary for the Trust to publicly offer Shares in any respect state as determined by the affirmative vote Board of a majority of the Trustees or by an instrument signed by a majority of the Trusteesin good faith.

Amendment Procedure. (a) Except as specifically provided hereinThis Declaration may be amended, after a majority of the Trustees mayhave approved a resolution therefor, without Shareholder vote, by the affirmative vote of the holders of not less than a majority of the affected Shares. The Trustees may also amend or otherwise supplement this Declaration by making an amendmentwithout any vote of Shareholders to divide the Trust into one or more Series or additional Series, a Declaration supplemental hereto or an amended and restated Declaration. Shareholders shall have to change the right to vote: (i) name of the Trust on any amendment which would Series thereof, to make any change that does not adversely affect their right the relative rights or preferences of any Series or as they may deem necessary to vote granted in Section 10.2, (ii) on any amendment to this Section 11.3, (iii) on any amendment for which such vote is required by law and (iv) on any amendment submitted to them by the Trustees. Anything in conform this Declaration to the contrary notwithstandingrequirements of applicable federal laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, any amendment to Article V hereof but the Trustees shall not limit the be liable for failing to do so. (b) No amendment may be made under Section 11.3(a) above, which would change any rights to indemnification or insurance provided therein with respect to action any Shares of the Trust or omission any Series thereof by reducing the amount payable thereon upon liquidation of the Trust or by diminishing or eliminating any persons protected thereby prior to voting rights pertaining thereto, except with the vote of the holders of two-thirds of the Shares of the Trust or such amendmentSeries. 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. (bc) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under the 1940 Act or otherwise under this Declaration, 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 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. (c) Trust. Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, 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. The Declaration and Agreement of Trust may be amended with the approval of (i) the Board, including a majority of the Independent Trustees, if required by the 1940 Act, or (ii) if required, the approval of the shareholders by such vote as is required by the 1940 Act. (a) Except as specifically provided herein, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration by making an amendment, a Declaration supplemental hereto instrument in writing or an amended and restated DeclarationDeclaration signed by a majority of the Trustees. Shareholders Such an amendment shall have be authorized by a Majority Shareholder Vote if it would limit the right of a Shareholder to vote: vote under Section VI.10 or amend this Section X.2 or if Shareholder authorization is required by the 1940 Act, with the series and classes of Shares entitled to vote on such an amendment determined pursuant to Section VI.10 hereof; provided, for the avoidance of doubt, that the issuance of additional voting Shares would not, on its own, be considered to limit the right of a Shareholder to vote under Section VI.10 for purposes of this sentence. Notwithstanding anything else herein, no amendment to this Declaration shall (i) on any amendment which would affect their right to vote granted limit the rights of indemnification provided in Section 10.2, (ii) on any amendment to this Section 11.3, (iii) on any amendment for which such vote is required by law and (iv) on any amendment submitted to them by the Trustees. Anything in this Declaration to the contrary notwithstanding, any amendment to Article V hereof shall not limit the rights to indemnification or insurance provided therein with respect to action actions or omission omissions of any persons protected Persons covered thereby prior to such amendment. Nothing contained in this Declaration shall permit the amendment of this Declaration to , (ii) impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to (iii) permit assessments upon Shareholders. (b) An instrument in writing setting forth the amendment duly adopted by the requisite vote of the Board of Trustees and, if required under the 1940 Act or otherwise under this an amended and restated Declaration, 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 Trust. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument by a majority of the Trustees (or at such other time designated by the Board. (c) Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares an officer of the Trust shall have become effective, this Declaration may be terminated or amended in any respect by the affirmative pursuant to a vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees).

Amendment Procedure. (a) Except as specifically provided herein, the Trustees may, without any Shareholder vote, amend or otherwise supplement this the Declaration by making an amendment, a Declaration of Trust supplemental hereto or an amended and restated Declaration. Without limiting the foregoing power reserved to the Trustees, the Trustees may, without any Shareholder vote, amend the Declaration to designate or redesignate series or classes, to change the name or principal office of the Trust, to supply any omission, to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof, or if they deem it necessary or advisable, to conform the Declaration to the requirements of applicable law, including the 1940 Act and the Internal Revenue Code of 1986, as amended, but the Trustees shall not be liable for failing to do so. Shareholders shall have the right to vote: vote on (i) on any amendment which that would affect their right to vote granted in Section 10.2, 6.8; (ii) on any amendment to this Section 11.3, 9.3(a) or (b); (iii) on any amendment for which such vote is as may be required by law law, or by the Trust's registration statement, to be approved by Shareholders; and (iv) on any amendment submitted to them by the Trustees. Anything Any amendment on which Shareholders have the right to vote shall require a Majority Shareholder Vote of the Shareholders of the Trust, or the written consent, without a meeting, of the holders of Shares representing not less than a majority of the voting power of the Shares of the Trust. Notwithstanding the foregoing, if the Trustees shall determine that any amendment required or permitted to be submitted to Shareholders would affect only the interest of Shareholders of particular series or classes of Shares, then only Shareholders of such series or classes, as applicable, shall be entitled to vote thereon, and no vote of Shareholders of any other series or classes shall be required. (b) Nothing contained in this the Declaration shall permit the amendment of the Declaration to impair the contrary notwithstandingexemption from personal liability of the Shareholders, former Shareholders, Trustees, Trustees Emeritus, officers, employees and agents of the Trust or to permit assessments upon Shareholders or former Shareholders. Notwithstanding anything else herein, any amendment to Article V hereof Section 5.3 shall not limit the rights to indemnification or insurance provided therein with respect to action actions or omission omissions of any persons protected thereby entitled to indemnification under such Section prior to such amendment. 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. (bc) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under the 1940 Act or otherwise under this Declaration, 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 certificate signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Shareholders (if applicable) or by the Trustees and, if required, the Shareholders as aforesaid, 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 BoardTrust. (cd) Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of a particular series or class are first issued the Trust shall have become effective, this Declaration may be terminated or amended in any respect as to that series or class, and as to any series or class in which Shares are not outstanding, by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

Amendment Procedure. (a) Except as specifically provided hereinin subsection (c) of this Section 11.2, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration by making an amendment, a Declaration supplemental hereto or an amended and restated Declaration. Shareholders shall have the right to vote: (i) on any amendment which would affect eliminate their right to vote granted in Section 10.2this Declaration, (ii) on any amendment to this Section 11.311.2(a), (iii) on any amendment for which such vote is required that would adversely affect the powers, preferences or special rights of the Shares as determined by law the Trustees in good faith and (iv) on any amendment submitted to them by the Trustees. Anything in this Declaration to . (b) In connection with an Exchange Listing, the contrary notwithstanding, any amendment to Article V hereof shall not limit Trustees may without the rights to indemnification approval or insurance provided therein with respect to action or omission of any persons protected thereby prior to such amendment. Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability 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, to impose advance notice provisions for the bringing of Shareholder nominations or proposals, to impose super-majority approval for certain types of transactions and to otherwise add provisions that may be deemed to adverse to Shareholders. (bc) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under the 1940 Act or otherwise under this Declarationrequired, 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. (cd) Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, 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) Except as specifically provided hereinThis Declaration may be amended by a vote of the holders of a majority of the Shares outstanding and entitled to vote or by any instrument in writing, without a meeting, signed by a majority of the Trustees and consented to by the holders of a majority of the Shares outstanding and entitled to vote. (b) This Declaration may be amended by a vote of a majority of Trustees, without approval or consent of the Shareholders, except that no amendment can be made by the Trustees to materially and adversely affect any voting or other rights of shareholders prescribed by Federal or state law. Without limiting the foregoing, the Trustees may, without Shareholder vote, may amend or otherwise supplement this Declaration by making an amendment, a Declaration supplemental hereto without the approval or an amended and restated Declaration. consent of Shareholders shall have the right to vote: (i) on to change the name of the Trust or any amendment which would affect their right to vote granted in Section 10.2Series, (ii) on to add to their duties or obligations or surrender any amendment rights or powers granted to this Section 11.3, them herein; (iii) on to cure any amendment for ambiguity, to correct or supplement any provision herein which such vote is required by law may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under this Declaration which will not be inconsistent with the provisions of this Declaration; and (iv) on to eliminate or modify any amendment submitted provision of this Declaration which (a) incorporates, memorializes or sets forth an existing requirement imposed by or under any Federal or state statute or any rule, regulation or interpretation thereof or thereunder or (b) any rule, regulation, interpretation or guideline of any Federal or state agency, now or hereafter in effect, including without limitation, requirements set forth in the 1940 Act and the rules and regulations thereunder (and interpretations thereof), to them by the Trustees. Anything extent any change in applicable law liberalizes, eliminates or modifies any such requirements, but the Trustees shall not be liable for failure to do so. (c) The Trustees may also amend this Declaration without the approval or consent of Shareholders if they deem it necessary to conform this Declaration to the contrary notwithstandingrequirements of applicable Federal or state laws or regulations or the requirements of the regulated investment company provisions of the Code, or if requested or required to do so by any amendment to Article V hereof Federal agency or by a state Blue Sky commissioner or similar official, but the Trustees shall not limit the rights be liable for failing so to indemnification or insurance provided therein with respect to action or omission of any persons protected thereby prior to such amendment. do. (d) 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. (be) An amendment duly adopted A certificate signed by the requisite vote an officer of the Board of Trustees and, if required under the 1940 Act or otherwise under this Declaration, 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 Trust setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, or by 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 BoardTrust. (c) Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, 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) Except as specifically provided hereinThis Amended Declaration may be amended by a Majority Shareholder Vote or by any instrument in writing, without a meeting, signed by a majority of the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration and consented to by making an amendment, the holders of not less than a Declaration supplemental hereto or an amended majority of the Shares outstanding and restated Declaration. Shareholders shall have the right entitled to vote: (i) on . The Trustees may also amend this Amended Declaration without the vote or consent of Shareholders to designate series in accordance with Section 6.9 hereof, to change the name of the Trust, to supply any amendment which would affect their right omission, to vote granted in Section 10.2cure, (ii) on correct or supplement any amendment ambiguous, defective or inconsistent provision hereof, or if they deem it necessary to conform this Section 11.3, (iii) on any amendment for which such vote is required by law and (iv) on any amendment submitted to them by the Trustees. Anything in this Amended Declaration to the contrary notwithstandingrequirements of applicable federal laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, any amendment to Article V hereof but the Trustees shall not limit the be liable for failing so to do. (b) No amendment may be made under this Section 9.3 which would change any rights to indemnification or insurance provided therein with respect to action any Shares of the Trust by reducing the amount payable thereon upon liquidation of the Trust or omission by diminishing or eliminating any voting rights pertaining thereto, except with the vote or consent of the holders of two-thirds of the Shares outstanding and entitled to vote, or by such other votes as may be established by the Trustees with respect to any persons protected thereby prior to such amendmentseries of Shares. Nothing contained in this Amended Declaration shall permit the amendment of this Amended 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. (bc) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under the 1940 Act or otherwise under this Declaration, 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 certificate signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Shareholders or by the Trustees and, if required, the Shareholders as aforesaid, aforesaid or a copy of the Amended 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 BoardTrust. (c) Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, 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) Except as specifically provided hereinThis Declaration may be amended by a vote of the holders of a majority of the Shares outstanding and entitled to vote or by any instrument in writing, without a meeting, signed by a majority of the Trustees and consented to by the holders of a majority of the Shares outstanding and entitled to vote. (b) This Declaration may be amended by a vote of a majority of Trustees, without approval or consent of the Shareholders, except that no amendment can be made by the Trustees to materially and adversely affect any voting or other rights of shareholders prescribed by Federal or state law. Without limiting the foregoing, the Trustees may, without Shareholder vote, may amend or otherwise supplement this Declaration by making an amendment, a Declaration supplemental hereto without the approval or an amended and restated Declaration. consent of Shareholders shall have the right to vote: (i) on to change the name of the Trust or any amendment which would affect their right to vote granted in Section 10.2Series, (ii) on to add to their duties or obligations or surrender any amendment rights or powers granted to this Section 11.3, them herein; (iii) on to cure any amendment for ambiguity, to correct or supplement any provision herein which such vote is required by law may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under this Declaration which will not be inconsistent with the provisions of this Declaration; and (iv) on to eliminate or modify any amendment submitted provision of this Declaration, or add a new provision, which (a) incorporates, memorializes or sets forth a new or an existing requirement imposed by or under any Federal or state statute or any rule, regulation or interpretation thereof or thereunder or (b) any rule, regulation, interpretation or guideline of any Federal or state agency, now or hereafter in effect, including without limitation, requirements set forth in the 1940 Act and the rules and regulations thereunder (and interpretations thereof), to them by the Trustees. Anything extent any change in applicable law liberalizes, eliminates or modifies any such requirements, but the Trustees shall not be liable for failure to do so. (c) The Trustees may also amend this Declaration without the approval or consent of Shareholders if they deem it necessary to conform this Declaration to the contrary notwithstandingrequirements of applicable Federal or state laws or regulations or the requirements of the regulated investment company provisions of the Code, or if requested or required to do so by any amendment to Article V hereof Federal agency or by a state Blue Sky commissioner or similar official, but the Trustees shall not limit the rights be liable for failing so to indemnification or insurance provided therein with respect to action or omission of any persons protected thereby prior to such amendment. do. (d) 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. (be) An amendment duly adopted A certificate signed by the requisite vote an officer of the Board of Trustees and, if required under the 1940 Act or otherwise under this Declaration, 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 Trust setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, or by 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 BoardTrust. (c) Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, 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) Except as specifically provided hereinin subsection (d) of this Section 11.05, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration by making an amendmentDeclaration, a Declaration supplemental hereto including but not limited to, to classify the Board of Trustees, to impose advance notice provisions for Trustee nominations or an amended for shareholder proposals, and restated Declarationto require super-majority approval of transactions with significant shareholders or other provisions that may be characterized as anti-takeover in nature. Shareholders shall have the right to votevote only on the following matters: (i) on any amendment which would affect eliminate their right to vote granted in Section 10.2this Declaration, (ii) on any amendment to this Section 11.3, 11.05(a) and (iii) on any amendment for which such vote is required by law and (iv) on any amendment submitted to them by the Trustees. Anything in this Declaration to the contrary notwithstanding, any amendment to Article V hereof shall not limit the rights to indemnification or insurance provided therein with respect to action or omission of any persons protected thereby prior to such amendment. 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. (b) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under the 1940 Act or otherwise under this Declarationrequired, 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. (c) Any amendment to this Declaration that adversely affects the Delaware Trustee shall require its consent, which consent shall not be unreasonably withheld. (d) Notwithstanding any other provision hereofprovisions of this Declaration of Trust or the By- Laws to the contrary, until such time as a Registration Statement under the Securities Act Board of 1933Trustee’s may, as amended, covering without the first public offering of Shares approval or vote of the Trust shall have become effectiveShareholders, amend or otherwise supplement this Declaration may be terminated of Trust for the purpose of complying or conforming this Declaration of Trust as necessary to satisfy any Omnibus Guidelines Statement of Policy adopted by the North American Securities Administrators Association on March 29, 1992 and as amended on May 7, 2007, and as further amended from time to time, or the statutes, rules, regulations or requests of any state securities regulator, or otherwise necessary for the Trust to publicly offer Shares in any respect state as determined by the affirmative vote Board of a majority of the Trustees or by an instrument signed by a majority of the Trusteesin good faith.

Amendment Procedure. (a) Except as specifically provided hereinThis Declaration may be amended by a Majority Shareholder Vote of the Shareholders of the Trust or by any instrument in writing, without a meeting, signed by a majority of the Trustees may, without Shareholder vote, and consented to by the holders of not less than a majority of the Shares of the Trust. The Trustees may also amend or otherwise supplement this Declaration by making an amendmentwithout the vote or consent of Shareholders to designate series in accordance with Section 6.9 hereof, a Declaration supplemental hereto to change the name of the Trust, to supply any omission, to cure, correct or an amended and restated Declaration. Shareholders shall have the right supplement any ambiguous, defective or inconsistent provision hereof, or if they deem it necessary or advisable to vote: (i) on any amendment which would affect their right to vote granted in Section 10.2, (ii) on any amendment to this Section 11.3, (iii) on any amendment for which such vote is required by law and (iv) on any amendment submitted to them by the Trustees. Anything in conform this Declaration to the contrary notwithstandingrequirements of applicable federal laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code of 1986, any amendment to Article V hereof as amended, but the Trustees shall not limit be liable for failing so to do. (b) No amendment which the Trustees shall have determined shall affect the rights, privileges or interests of holders of a particular series of Shares, but not the rights, privileges or interests of holders of Shares of the Trust generally, may be made except with the vote or consent by a Majority Shareholder Vote of such series. (c) Notwithstanding any other provision hereof, no amendment may be made under this Section 9.3 which would change any rights to indemnification or insurance provided therein with respect to action the Shares, or omission any series of Shares, by reducing the amount payable thereon upon liquidation of the Trust or by diminishing or eliminating any persons protected thereby prior to such amendmentvoting rights pertaining thereto, except with a Majority Shareholder Vote of Shares or series of Shares. 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. (bd) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under the 1940 Act or otherwise under this Declaration, 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 certificate signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Shareholders or by the Trustees and, if required, the Shareholders as aforesaid, 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 BoardTrust. (ce) Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares securities of the Trust shall have become effective, 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. The amendment procedure is as follows: (a) Except as specifically provided hereinAmendments to this Agreement may only be proposed by the Manager. Following such proposal, the Trustees may, without Shareholder vote, amend Manager shall deliver a Notice containing any proposed amendment (except as set forth in 13.01(b)) to the holders of the Common Units herein. The Manager shall seek the written consent of a majority of the outstanding Common Units on the proposed amendment or otherwise supplement this Declaration by making an amendment, shall call a Declaration supplemental hereto or an amended and restated Declaration. Shareholders shall have the right to vote: (i) on any amendment which would affect their right meeting to vote granted thereon and to transact any other business that the Manager may deem appropriate. For purposes of obtaining a written consent, the Manager may require a response within a reasonable specified time, but not less than ten (10) Business Days, and failure of a Unitholder to respond in Section 10.2, (ii) on any amendment to this Section 11.3, (iii) on any amendment for which such vote time period shall constitute a consent that is required by law and (iv) on any amendment submitted to them by consistent with the Trustees. Anything in this Declaration to the contrary notwithstanding, any amendment to Article V hereof shall not limit the rights to indemnification or insurance provided therein Manager’s recommendation with respect to the proposal; provided, however, that an action or omission of any persons protected thereby shall become effective at such time as requisite consents are received even if prior to such amendment. 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 Shareholdersspecified time. (b) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under the 1940 Act or otherwise under this Declaration, 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. (c) Notwithstanding any other provision hereofof this Agreement to the contrary, until such time the Manager shall have the sole and exclusive power to make the following amendments without the consent of, or prior notice to, any Unitholder: (i) amendments deemed advisable in the opinion of the Manager in connection with the authorization, creation or issuance of any class or series of Interests or Units, including amendments to Schedule A hereto; (ii) making a change that is necessary or, in the opinion of the Manager, advisable to qualify the Company as a Registration Statement limited liability company or an entity in which the Unitholders have limited liability under the Securities Act Laws of 1933any state or foreign jurisdiction, or ensure that the Company will not be classified as amendedan association taxable as a corporation or treated as a “publicly-traded partnership” taxable as a corporation for U.S. federal tax purposes; (iii) making a change that does not adversely affect any Unitholder or Feeder Partner in any material respect; (iv) making a change that is necessary or desirable to cure any ambiguity, covering to correct or supplement any provision in this Agreement that would be inconsistent with any other provision in this Agreement, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the first public offering provisions of Shares this Agreement, in each case so long as such change does not adversely affect the Unitholders in any material respect; (v) making a change that is necessary or desirable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any federal, state or foreign governmental entity, so long as such change is made in a manner that minimizes any adverse effect on the Unitholders; or (vi) making a change to prevent the Company from in any manner being deemed an “Investment Company” subject to the provisions of the Trust shall have become effective, 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 TrusteesInvestment Company Act.

Amendment Procedure. (a) Except as specifically provided hereinin subsection (c) of this Section 11.05, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration by making an amendmentDeclaration, a Declaration supplemental hereto including but not limited to, to classify the Board of Trustees, to impose advance notice provisions for Trustee nominations or an amended for shareholder proposals, and restated Declarationto require super-majority approval of transactions with significant shareholders or other provisions that may be characterized as anti-takeover in nature. Shareholders shall have the right to votevote only on the following matters: (i) on any amendment which would affect eliminate their right to vote granted in Section 10.2this Declaration, (ii) on any amendment to this Section 11.3, 11.05(a) and (iii) on any amendment for which such vote is required by law and (iv) on any amendment submitted to them by the Trustees. Anything in this Declaration to the contrary notwithstanding, any amendment to Article V hereof shall not limit the rights to indemnification or insurance provided therein with respect to action or omission of any persons protected thereby prior to such amendment. 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. (b) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required under the 1940 Act or otherwise under this Declarationrequired, 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. (c) Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, Any amendment to this Declaration may that adversely affects the Delaware Trustee shall require its consent, which consent shall not be terminated unreasonably withheld. (d) The Trustees may, without Shareholder vote, amend or amended in otherwise supplement this Declaration for purposes of complying or 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.