Common use of Forum for Adjudication of Disputes Clause in Contracts

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act or the Declaration of Trust or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 12, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 12. If any Covered Action is filed in a court other than the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 (including, without limitation, each portion of any sentence of this Article 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the TrustTrust or the Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act Massachusetts law or the this Declaration of Trust or these By-Lawsthe Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of the this Declaration of Trust or these the Bylaws or any agreement contemplated by any provision of the Investment Company Act of 1940, this Declaration of Trust or the By-Laws Laws, or (v) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware (each, a “Covered Action”)) shall be within the federal or state courts in the Commonwealth of Massachusetts. Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 12Section 7, and (ii) deemed to have waived any argument relating to the inconvenience of the forums forum referenced above in connection with any action or proceeding described in this Article 12Section 7. If any Covered Action is filed in a court other than in a federal or state court sitting within the Court Commonwealth of Chancery of the State of Delaware or the Superior Court of the State of Delaware Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court Commonwealth of Chancery of the State of Delaware and the Superior Court of the State of Delaware Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 Section 7 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12Section 7. If any provision or provisions of this Article 12 Section 7 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 Section 7 (including, without limitation, each portion of any sentence of this Article 12 Section 7 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the TrustTrust or the Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer officer, or other employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act Massachusetts Business Corporation Act, Chapter 182 of the Massachusetts General Laws or the Declaration of Trust or these By-LawsBylaws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws Bylaws or any agreement contemplated by any provision of the 1940 Act, the Declaration of Trust or these Bylaws, or (v) any action asserting a claim governed by the internal affairs doctrine shall be within the Court federal or state courts in the Commonwealth of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware Massachusetts (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 12Section 11.1, and (ii) deemed to have waived any argument relating to the inconvenience of the forums forum referenced above in connection with any action or proceeding described in this Article 12Section 11.1. If any Covered Action is filed in a court other than in a federal or state court sitting within the Court Commonwealth of Chancery of the State of Delaware or the Superior Court of the State of Delaware Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court Commonwealth of Chancery of the State of Delaware and the Superior Court of the State of Delaware Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 Section 11.1 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 Section 11.1 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 Section 11.1 (including, without limitation, each portion of any sentence of this Article 12 Section 11.1 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the TrustTrust or the Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer officer, or other employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act Massachusetts Business Corporation Act, Chapter 182 of the Massachusetts General Laws or the Declaration of Trust or these By-LawsBylaws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws Bylaws or any agreement contemplated by any provision of the 1940 Act, the Declaration of Trust or these Bylaws, or (v) any action asserting a claim governed by the internal affairs doctrine shall be within the Court federal or state courts in the Commonwealth of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware Massachusetts (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 12Section 11.1, and (ii) deemed to have waived any argument relating to the inconvenience of the forums forum referenced above in connection with any action or proceeding described in this Article 12Section 11.1. If any Covered Action is filed in a court other than in a federal or state court sitting within the Court Commonwealth of Chancery of the State of Delaware or the Superior Court of the State of Delaware Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court The Commonwealth of Chancery of the State of Delaware and the Superior Court of the State of Delaware Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 Section 11.1 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 Section 11.1 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 Section 11.1 (including, without limitation, each portion of any sentence of this Article 12 Section 11.1 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s 's Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act or the Declaration of Trust or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware (each, a “"Covered Action”"). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 12, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 12. If any Covered Action is filed in a court other than the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware (a “"Foreign Action”") in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 (an “"Enforcement Action”") and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s 's counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ ' fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 (including, without limitation, each portion of any sentence of this Article 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the TrustTrust or the Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer officer, or other employee agent of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Massachusetts Business Corporation Act or the Declaration of Trust or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or any agreement contemplated by any provision of the Investment Company Act of 1940, the Declaration of Trust or these By-Laws, or (v) any action asserting a claim governed by the internal affairs doctrine shall be within the Court federal or state courts in the Commonwealth of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware Massachusetts (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 12Section 10.2, and (ii) deemed to have waived any argument relating to the inconvenience of the forums forum referenced above in connection with any action or proceeding described in this Article 12Section 10.2. If any Covered Action is filed in a court other than in a federal or state court sitting within the Court Commonwealth of Chancery of the State of Delaware or the Superior Court of the State of Delaware Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court Commonwealth of Chancery of the State of Delaware and the Superior Court of the State of Delaware Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 Section 10.2 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 Section 10.2 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 Section 10.2 (including, without limitation, each portion of any sentence of this Article 12 Section 10.2 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s Shareholders's shareholders, (iii) any action asserting a claim arising pursuant to any provision the laws of the Delaware Statutory Trust Act Commonwealth of Massachusetts or the Declaration of Trust or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be the U.S. District Court for the District of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, Massachusetts or the Superior Court of the State Commonwealth of Delaware Massachusetts (each, a “"Covered Action”"). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (ia) deemed to have notice of and consented to the provisions of this Article 12Section 13.2, and (iib) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 12Section 13.2. If any Covered Action is filed in a court other than the U.S. District Court for the District of Chancery of the State of Delaware Massachusetts or the Superior Court of the State Commonwealth of Delaware Massachusetts (a “"Foreign Action”") in the name of any Shareholdershareholder, such Shareholder shareholder shall be deemed to have consented to (i) the personal jurisdiction of the U.S. District Court for the District of Chancery of the State of Delaware and Massachusetts or the Superior Court of the State Commonwealth of Delaware Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 Section 13.2 (an “"Enforcement Action”") and (ii) having service of process made upon such Shareholder shareholder in any such Enforcement Action by service upon such Shareholder’s shareholder's counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12shareholder. If any provision or provisions of this Article 12 Section 13.2 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 Section 13.2 (including, without limitation, each portion of any sentence of this Article 12 Section 13.2 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWSARTICLE 14

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the TrustTrust or the Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer officer, or other employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Massachusetts Business Corporation Act or the Declaration of Trust or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or any agreement contemplated by any provision of the Investment Company Act of 1940, the Declaration of Trust or these By-Laws, or (v) any action asserting a claim governed by the internal affairs doctrine shall be within the Court federal or state courts in the Commonwealth of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware Massachusetts (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 12Section 10.2, and (ii) deemed to have waived any argument relating to the inconvenience of the forums forum referenced above in connection with any action or proceeding described in this Article 12Section 10.2. If any Covered Action is filed in a court other than in a federal or state court sitting within the Court Commonwealth of Chancery of the State of Delaware or the Superior Court of the State of Delaware Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court Commonwealth of Chancery of the State of Delaware and the Superior Court of the State of Delaware Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 Section 10.2 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 Section 10.2 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 Section 10.2 (including, without limitation, each portion of any sentence of this Article 12 Section 10.2 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the TrustTrust or one or more of the Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or officer, other employee of the Trust Trust, or the Trust’s investment adviser to the Trust or the Trust’s Shareholders, (iii) any action asserting a breach of contract by the Trust, by any Trustee, officer or other employee of the Trust, or by the Trust’s investment adviser, (iv) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act Massachusetts Business Corporation Act, Chapter 182 of the Massachusetts General Laws or the Declaration of Trust or these By-LawsBylaws, (ivv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws Bylaws or any agreement contemplated by any provision of the 1940 Act, the Declaration of Trust or these Bylaws, or (vvi) any action asserting a claim governed by the internal affairs doctrine shall be within the Court federal or state courts in the Commonwealth of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware Massachusetts (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 12Section 11.1, and (ii) deemed to have waived any argument relating to the inconvenience of the forums forum referenced above in connection with any action or proceeding described in this Article 12Section 11.1. If any Covered Action is filed in a court other than in a federal or state court sitting within the Court Commonwealth of Chancery of the State of Delaware or the Superior Court of the State of Delaware Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court federal and state courts within The Commonwealth of Chancery of the State of Delaware and the Superior Court of the State of Delaware Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 Section 11.1 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 Section 11.1 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 Section 11.1 (including, without limitation, each portion of any sentence of this Article 12 Section 11.1 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWSThe provisions of this Section 11.1 shall not apply to claims made under federal securities laws.

Forum for Adjudication of Disputes. 12.1 Unless the Trust Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware), and any appellate court thereof shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action action, suit or proceeding brought on behalf of the Trust, Corporation; (ii) any action action, suit or proceeding (including any class action) asserting a claim of breach of a fiduciary duty owed by any Trusteecurrent or former director, officer officer, other employee, agent or other employee stockholder of the Trust Corporation to the Trust Corporation or the TrustCorporation’s Shareholders, stockholders; (iii) any action action, suit or proceeding (including any class action) asserting a claim against the Corporation or any current or former director, officer, other employee, agent or stockholder of the Corporation arising out of or pursuant to any provision of the Delaware Statutory Trust Act General Corporation Law, this Certificate of Incorporation or the Declaration of Trust or these By-Laws, laws (as each may be amended from time to time); (iv) any action action, suit or proceeding (including any class action) to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Declaration of Trust or these By-Laws laws (including any right, obligation or remedy thereunder); (v) any action asserting a claim governed by action, suit or proceeding as to which the internal affairs doctrine shall be General Corporation Law confers jurisdiction to the Court of Chancery of the State of Delaware; or (vi) any action asserting a claim against the Corporation or any director, or, if the Court of Chancery officer or other employee of the State of Delaware does not have jurisdictionCorporation governed by the internal affairs doctrine, the Superior Court of the State of Delaware (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 12, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 12. If any Covered Action is filed in a court other than the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, cases to the fullest extent permitted by lawlaw and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. This Article 12 shall not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, the validityas amended, legality and enforceability of such provision(s) in or any other circumstance and of claim for which the remaining provisions of this Article 12 (including, without limitation, each portion of any sentence of this Article 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWSfederal courts have exclusive jurisdiction.

Forum for Adjudication of Disputes. Unless the Trust Corporation consents in writing to the selection of an alternative forum, (x) the Court of Chancery of the State of Delaware (the “Court of Chancery”) (or, in the event that the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (ia) any derivative action or proceeding brought on behalf of the TrustCorporation, (iib) any action asserting a claim of breach of a fiduciary duty owed by any TrusteeDirector, officer officer, employee, agent or other employee stockholder of the Trust Corporation to the Trust Corporation or the TrustCorporation’s Shareholdersstockholders, (iiic) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act General Corporation Law, this Certificate of Incorporation or the Declaration of Trust or these By-Laws, (iv) any action laws or as to interpret, apply, enforce or determine which the validity General Corporation Law confers jurisdiction on the Court of Chancery of the Declaration State of Trust or these By-Laws Delaware or (vd) any action asserting a claim governed by the internal affairs doctrine doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein; and (y) the federal district courts of the United States shall be the Court exclusive forum for the resolution of Chancery any complaint asserting a cause of action arising under the State Securities Act of Delaware1933, oras amended. To the fullest extent permitted by law, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware (each, a “Covered Action”). Any person any Person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest capital stock of the Trust Corporation shall be (i) deemed to have notice of and consented to the provisions of this Article 1215. Notwithstanding the foregoing, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 12. If any Covered Action is filed in a court other than the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware (a “Foreign Action”) in the name of any Shareholder, such Shareholder 15 shall be deemed not apply to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware in connection with any action brought in any such courts claims seeking to enforce any liability or duty created by the first paragraph of this Article 12 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. FurthermoreExchange Act, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of claim for which the remaining provisions of this Article 12 (including, without limitation, each portion of any sentence of this Article 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWSU.S. federal courts have exclusive jurisdiction.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s Shareholdersshareholders, (iii) any action asserting a claim arising pursuant to any provision the laws of the Delaware Statutory Trust Act Commonwealth of Massachusetts or the Declaration of Trust or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be the U.S. District Court for the District of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, Massachusetts or the Superior Court of the State Commonwealth of Delaware Massachusetts (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (ia) deemed to have notice of and consented to the provisions of this Article 12Section 13.2, and (iib) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 12Section 13.2. If any Covered Action is filed in a court other than the U.S. District Court for the District of Chancery of the State of Delaware Massachusetts or the Superior Court of the State Commonwealth of Delaware Massachusetts (a “Foreign Action”) in the name of any Shareholdershareholder, such Shareholder shareholder shall be deemed to have consented to (i) the personal jurisdiction of the U.S. District Court for the District of Chancery of the State of Delaware and Massachusetts or the Superior Court of the State Commonwealth of Delaware Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 Section 13.2 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder shareholder in any such Enforcement Action by service upon such Shareholdershareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12shareholder. If any provision or provisions of this Article 12 Section 13.2 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 Section 13.2 (including, without limitation, each portion of any sentence of this Article 12 Section 13.2 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act or the Declaration of Trust or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 12, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 12. If any Covered Action is filed in a court other than the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 (including, without limitation, each portion of any sentence of this Article 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s Shareholders's shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act (the “Delaware Act”) or the Declaration of Trust or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be either (a) the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware Delaware; or (b) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois (each, a “"Covered Action”"). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (ix) deemed to have notice of and consented to the provisions of this Article Section 12, and (iiy) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article Section 12. If any Covered Action is filed in a court other than either (a) the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware Delaware; or (b) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois (a “"Foreign Action”") in the name of any Shareholdershareholder, such Shareholder shareholder shall be deemed to have consented to (i) the personal jurisdiction of the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware or (ii) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois in connection with any action brought in any such courts to enforce the first paragraph of this Article Section 12 (an “"Enforcement Action”") and (ii) having service of process made upon such Shareholder shareholder in any such Enforcement Action by service upon such Shareholder’s shareholder's counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12shareholder. If any provision or provisions of this Article Section 12 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article Section 12 (including, without limitation, each portion of any sentence of this Article Section 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s Shareholdersshareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act (the “Delaware Act”) or the Declaration of Trust or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be either (a) the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware Delaware; or (b) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (ix) deemed to have notice of and consented to the provisions of this Article Section 12, and (iiy) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article Section 12. If any Covered Action is filed in a court other than either (a) the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware Delaware; or (b) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois (a “Foreign Action”) in the name of any Shareholdershareholder, such Shareholder shareholder shall be deemed to have consented to (i) the personal jurisdiction of the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware or (ii) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois in connection with any action brought in any such courts to enforce the first paragraph of this Article Section 12 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder shareholder in any such Enforcement Action by service upon such Shareholdershareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12shareholder. If any provision or provisions of this Article Section 12 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article Section 12 (including, without limitation, each portion of any sentence of this Article Section 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer officer, or other employee of the Trust to the Trust or the Trust’s Shareholdersshareholders, (iii) any action asserting a claim arising pursuant to any provision the laws of the Delaware Statutory Trust Act State of Ohio or under the Declaration of Trust or these the Trust’s By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of any provision of the Declaration of Trust or these the Trust’s By-Laws Laws, or (v) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware (each, a “Covered Action”)) shall be the Court of Common Pleas Commercial Docket sitting in Hxxxxxxx County, Ohio. Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 12Section 15.2, and (ii) deemed to have waived any argument relating to the inconvenience of the forums judicial forum referenced above in connection with any action or proceeding described in this Article 12Section 15.2. If any Covered Action is filed in a court other than the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware Common Pleas Commercial Docket sitting in Hxxxxxxx County, Ohio (a “Foreign Action”) in the name of any Shareholdershareholder, such Shareholder shareholder shall be deemed to have consented to (i) the personal jurisdiction of the such Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware Common Pleas in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 Section 15.2 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder shareholder in any such Enforcement Action by service upon such Shareholdershareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 (including, without limitation, each portion of any sentence of this Article 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWSshareholder.

Forum for Adjudication of Disputes. 9.1 Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Massachusetts Business Corporation Act or the Declaration of Trust or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery courts of the State Commonwealth of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware Massachusetts (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 129, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 129. If any Covered Action is filed in a court other than the Court of Chancery courts of the State Commonwealth of Delaware or the Superior Court of the State of Delaware Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware and the Suffolk Superior Court of the State of Delaware Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 9 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 129. If any provision or provisions of this Article 12 9 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 9 (including, without limitation, each portion of any sentence of this Article 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWSthis

Forum for Adjudication of Disputes. 9.1 Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Massachusetts Business Corporation Act or the Declaration of Trust or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery courts of the State Commonwealth of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware Massachusetts (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 129, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 129. If any Covered Action is filed in a court other than the Court of Chancery courts of the State Commonwealth of Delaware or the Superior Court of the State of Delaware Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware and the Suffolk Superior Court of the State of Delaware Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 9 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 129. If any provision or provisions of this Article 12 9 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 9 (including, without limitation, each portion of any sentence of this Article 12 9 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought by or on behalf of the Trust or any of the Trust’s Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act Massachusetts law or the this Declaration of Trust or these By-Lawsthe Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of the this Declaration of Trust or these By-Laws the Bylaws or any agreement contemplated by any provision of the Investment Company Act of 1940, this Declaration of Trust or the Bylaws, or (v) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware (each, a “Covered Action”)) shall be within the federal or state courts in the Commonwealth of Massachusetts. Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 12Section 7, and (ii) deemed to have waived any argument relating to the inconvenience of the forums forum referenced above in connection with any action or proceeding described in this Article 12Section 7. If any Covered Action is filed in a court other than a federal or state court sitting within the Court Commonwealth of Chancery of the State of Delaware or the Superior Court of the State of Delaware Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court state and federal courts located within the Commonwealth of Chancery of the State of Delaware and the Superior Court of the State of Delaware Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 Section 7 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer of such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 (including, without limitation, each portion of any sentence of this Article 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWSSection 7.

Forum for Adjudication of Disputes. Unless the Trust Corporation consents in writing to the selection of an alternative forumforum (an “Alternative Forum Consent”), the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the TrustCorporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trusteedirector, officer or other employee of the Trust Corporation to the Trust Corporation or the TrustCorporation’s Shareholdersstockholders, (iii) any action asserting a claim arising pursuant to any provision of Delaware Law, the Delaware Statutory Trust Act Amended and Restated Certificate of Incorporation (including any certificate of designations for any class or the Declaration series of Trust preferred stock) or these By-Lawsbylaws, in each case, as amended from time to time, or (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine doctrine, shall be the Court of Chancery in the State of Delaware; provided, that, in the event that the Court of Chancery in the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware, or, if in all cases subject to the Court of Chancery of court’s having personal jurisdiction over the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware (each, a “Covered Action”)indispensable parties named as defendants. Any person or entity owning, purchasing or otherwise acquiring or holding any interest in shares of beneficial interest capital stock of the Trust Corporation shall be (i) deemed to have notice of and consented to the provisions of this Article 12, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 12Section 7. If any Covered Action action the subject matter of which is within the scope of this Section 7 of Article V is filed in a court other than the Court of Chancery of in the State of Delaware (or the Superior Court of any other state or federal court located within the State of Delaware Delaware, as applicable) (a “Foreign Action”) by or in the name of any Shareholderstockholder, such Shareholder stockholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of in the State of Delaware and the Superior Court of (or such other state or federal court located within the State of Delaware Delaware, as applicable) in connection with any action brought in any such courts court to enforce the first paragraph this Section 7 of this Article 12 (an “Enforcement Action”) V and (ii) having service of process made upon such Shareholder stockholder in any such Enforcement Action action by service upon such Shareholderstockholder’s counsel in the Foreign Action as agent for such Shareholderstockholder. Furthermore, except to the extent prohibited by The existence of any provision prior Alternative Forum Consent shall not act as a waiver of the Delaware Statutory Trust Act or the Declaration Corporation’s ongoing consent right as set forth above in this Section 7 of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection Article V with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 shall be held to be invalid, illegal or unenforceable as applied respect to any person current or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 (including, without limitation, each portion of any sentence of this Article 12 containing any such provision held to be invalid, illegal future actions or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired therebyclaims. END OF BY-LAWSEXHIBIT B GOVERNANCE MATTERS

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act or this Declaration or the Declaration of Trust or these By-Lawslaws, (iv) any action to interpret, apply, enforce or determine the validity of this Declaration or the Declaration of Trust or these By-Laws laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware (each, a “Covered Action”). Any person Person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (ia) deemed to have notice of and consented to the provisions of this Article 12Section 10, and (iib) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 12Section 10. If any Covered Action is filed in a court other than the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 Section 10 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 Section 10 shall be held to be invalid, illegal or unenforceable as applied to any person Person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 Section 10 (including, without limitation, each portion of any sentence of this Article 12 Section 10 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought by or on behalf of the TrustTrust or any Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by against the Trust (or any Series thereof), or against any Trustee, officer or other employee of the Trust to Trust, whether arising under federal law, the Trust law of any state, or the Trust’s Shareholderslaw of a non-U.S. jurisdiction, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act Massachusetts Business Corporation Act, the statutory or common law of the Commonwealth of Massachusetts, this Declaration of Trust or these By-Lawsthe Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of the this Declaration of Trust, the Bylaws, or any agreement on behalf of the Trust or these By-Laws authorized thereunder, or (v) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware (each, a “Covered Action”)) shall be brought in the state or federal courts located within the Commonwealth of Massachusetts. Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 12Section, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 12Section. If any Covered Action is filed in a court other than the Court of Chancery state or federal courts of the State Commonwealth of Delaware or the Superior Court of the State of Delaware Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court state and federal courts located within the Commonwealth of Chancery of the State of Delaware and the Superior Court of the State of Delaware Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 Section (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 Section shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 Section (including, without limitation, each portion of any sentence of this Article 12 Section containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS.

Forum for Adjudication of Disputes. 9.1 Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s 's Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Massachusetts Business Corporation Act or the Declaration of Trust or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery courts of the State Commonwealth of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware Massachusetts (each, a “"Covered Action”"). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 129, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 129. If any Covered Action is filed in a court other than the Court of Chancery courts of the State Commonwealth of Delaware or the Superior Court of the State of Delaware Massachusetts (a “"Foreign Action”") in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware and the Suffolk Superior Court of the State of Delaware Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 9 (an “"Enforcement Action”") and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s 's counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ ' fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 129. If any provision or provisions of this Article 12 9 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 9 (including, without limitation, each portion of any sentence of this Article 12 9 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s Shareholdersshareholders, (iii) any action asserting a claim arising pursuant to any provision the laws of the Delaware Statutory Trust Act Commonwealth of Massachusetts or the Declaration of Trust or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be the U.S. District Court for the District of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, Massachusetts or the Superior Court of the State Commonwealth of Delaware Massachusetts (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (ia) deemed to have notice of and consented to the provisions of this Article 12Section 13.2, and (iib) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 12Section 13.2. If any Covered Action is filed in a court other than the U.S. District Court for the District of Chancery of the State of Delaware Massachusetts or the Superior Court of the State Commonwealth of Delaware Massachusetts (a “Foreign Action”) in the name of any Shareholdershareholder, such Shareholder shareholder shall be deemed to have consented to (i) the personal jurisdiction of the U.S. District Court for the District of Chancery of the State of Delaware and Massachusetts or the Superior Court of the State Commonwealth of Delaware Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 Section 13.2 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder shareholder in any such Enforcement Action by service upon such Shareholdershareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12shareholder. If any provision or provisions of this Article 12 Section 13.2 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 Section 13.2 (including, without limitation, each portion of any sentence of this Article 12 Section 13.2 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWSARTICLE 14 CHICAGO/#2787556.2

Forum for Adjudication of Disputes. Unless the Trust Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the TrustCorporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trusteedirector, officer officer, employee or other employee agent of the Trust Corporation to the Trust Corporation or the TrustCorporation’s Shareholdersstockholders, (iii) any action asserting a claim against the Corporation or any director, officer or employee of the Corporation arising pursuant to any provision of the Delaware Statutory Trust Act or the Declaration of Trust DGCL or these By-LawsLaws or the Certificate of Incorporation (as either may be amended from time to time), (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or the Certificate of Incorporation or (v) any action asserting a claim against the Corporation or any director, officer or employee of the Corporation governed by the internal affairs doctrine shall be the doctrine, in each such case subject to said Court of Chancery of having personal jurisdiction over the State of Delawareindispensable parties named as defendants therein; provided that, or, if and only if the Court of Chancery of the State of Delaware does not have dismisses any such action for lack of subject matter jurisdiction, the Superior Court of such action may be brought in another state or federal court sitting in the State of Delaware (eachDelaware. To the fullest extent permitted by applicable law, a “Covered Action”). Any any person or entity purchasing or otherwise acquiring or holding any interest in shares of beneficial interest capital stock of the Trust Corporation shall be (i) deemed to have notice of and consented to the provisions of this Article 12, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 12. If any Covered Action is filed in a court other than the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware in connection with any action brought in any such courts to enforce the first paragraph Section 1 of this Article 12 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. X. If any provision or provisions of this Section 1 of this Article 12 X shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) provisions in any other circumstance and of the remaining provisions of this Section 1 of this Article 12 X (including, without limitation, each portion of any sentence of this Section 1 of this Article 12 X containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS* * * Adopted as of:

Forum for Adjudication of Disputes. 9.1 Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s 's Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Massachusetts Business Corporation Act or the Declaration of Trust or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery courts of the State Commonwealth of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware Massachusetts (each, a “"Covered Action”"). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 129, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 129. If any Covered Action is filed in a court other than the Court of Chancery courts of the State Commonwealth of Delaware or the Superior Court of the State of Delaware Massachusetts (a “"Foreign Action”") in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware and the Suffolk Superior Court of the State of Delaware Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 9 (an “"Enforcement Action”") and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s 's counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ ' fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 129. If any provision or provisions of this Article 12 9 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 9 (including, without limitation, each portion of any sentence of this Article 12 9 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS

Forum for Adjudication of Disputes. Unless the Trust Corporation consents in writing to the selection of an alternative forumforum (an “Alternative Forum Consent”), the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the TrustCorporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trusteedirector, officer or other employee of the Trust Corporation to the Trust Corporation or the TrustCorporation’s Shareholdersstockholders, (iii) any action asserting a claim arising pursuant to any provision of Delaware Law, the Delaware Statutory Trust Act Amended and Restated Certificate of Incorporation (including any certificate of designations for any class or the Declaration series of Trust preferred stock) or these By-Lawsbylaws, in each case, as amended from time to time, or (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine doctrine, shall be the Court of Chancery in the State of Delaware; provided, that, in the event that the Court of Chancery in the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware, or, if in all cases subject to the Court of Chancery of court’s having personal jurisdiction over the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware (each, a “Covered Action”)indispensable parties named as defendants. Any person or entity owning, purchasing or otherwise acquiring or holding any interest in shares of beneficial interest capital stock of the Trust Corporation shall be (i) deemed to have notice of and consented to the provisions of this Article 12, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 12Section 7. If any Covered Action action the subject matter of which is within the scope of this Section 7 of ‎Article V is filed in a court other than the Court of Chancery of in the State of Delaware (or the Superior Court of any other state or federal court located within the State of Delaware Delaware, as applicable) (a “Foreign Action”) by or in the name of any Shareholderstockholder, such Shareholder stockholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of in the State of Delaware and the Superior Court of (or such other state or federal court located within the State of Delaware Delaware, as applicable) in connection with any action brought in any such courts court to enforce the first paragraph this Section 7 of this Article 12 (an “Enforcement Action”) V and (ii) having service of process made upon such Shareholder stockholder in any such Enforcement Action action by service upon such Shareholderstockholder’s counsel in the Foreign Action as agent for such Shareholderstockholder. Furthermore, except to the extent prohibited by The existence of any provision prior Alternative Forum Consent shall not act as a waiver of the Delaware Statutory Trust Act or the Declaration Corporation’s ongoing consent right as set forth above in this Section 7 of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection ‎Article V with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 shall be held to be invalid, illegal or unenforceable as applied respect to any person current or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 (including, without limitation, each portion of any sentence of this Article 12 containing any such provision held to be invalid, illegal future actions or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired therebyclaims. END OF BY-LAWSEXHIBIT B GOVERNANCE MATTERS

Forum for Adjudication of Disputes. Unless the Trust Corporation consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware (the “Court of Chancery”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the TrustCorporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trusteedirector, officer or other employee of the Trust Corporation to the Trust Corporation or the TrustCorporation’s Shareholdersstockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of these Bylaws, the Delaware Statutory Trust Act Certificate of Incorporation or the Declaration General Corporation Law of Trust or these By-Lawsthe State of Delaware, (iv) any action asserting a claim against the Corporation or its directors, officers or employees governed by the internal affairs doctrine, or (v) any action to interpret, apply, enforce or determine the validity of these Bylaws or the Declaration Certificate of Trust or these By-Laws or Incorporation, except for, as to each of clauses (i) through (v) above, any action asserting a claim governed by the internal affairs doctrine shall be (a) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the State of Delaware, or, if the Court of Chancery of (and the State of Delaware indispensable party does not have jurisdiction, the Superior Court of the State of Delaware (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed consent to have notice of and consented to the provisions of this Article 12, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 12. If any Covered Action is filed in a court other than the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of within ten (10) days following such determination), or (b) for which the State of Delaware and the Superior Court of the State of Delaware in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but Chancery does not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12have subject matter jurisdiction. If any provision or provisions of this Article 12 Section 6.20 shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) provisions in any other circumstance and of the remaining provisions of this Article 12 Section 6.20 (including, without limitation, each portion of any sentence of this Article 12 Section 6.20 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWSAny person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 6.20. Failure to enforce this Section 6.20 would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunction and specific performance, to enforce this Section 6.20.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the TrustTrust or the Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer officer, or other employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act or Massachusetts Business Corporation Act, Chapter 182 of the Massachusetts General Laws, this Declaration of Trust or these the By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the this Declaration of Trust or these By-Laws the Bylaws or any agreement contemplated by any provision of the 1940 Act, this Declaration of Trust or the Bylaws, or (v) any action asserting a claim governed by the internal affairs doctrine shall be within the Court federal or state courts in the Commonwealth of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware Massachusetts (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 12Section 10, and (ii) deemed to have waived any argument relating to the inconvenience of the forums forum referenced above in connection with any action or proceeding described in this Article 12Section 10. If any Covered Action is filed in a court other than in a federal or state court sitting within the Court Commonwealth of Chancery of the State of Delaware or the Superior Court of the State of Delaware Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court Commonwealth of Chancery of the State of Delaware and the Superior Court of the State of Delaware Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 Section 10 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 Section 10 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 Section 10 (including, without limitation, each portion of any sentence of this Article 12 Section 10 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the TrustTrust or one or more of the Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or officer, other employee of the Trust Trust, or the Trust’s investment adviser to the Trust or the Trust’s Shareholders, (iii) any action asserting a breach of contract by the Trust, by any Trustee, officer or other employee of the Trust, or by the Trust’s investment adviser, (iv) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act Massachusetts Business Corporation Act, Chapter 182 of the Massachusetts General Laws or the Declaration of Trust or these By-LawsBylaws, (ivv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws Bylaws or any agreement contemplated by any provision of the 1940 Act, the Declaration of Trust or these Bylaws, or (vvi) any action asserting a claim governed by the internal affairs doctrine shall be within the Court federal or state courts in the Commonwealth of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware Massachusetts (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 12Section 11.1, and (ii) deemed to have waived any argument relating to the inconvenience of the forums forum referenced above in connection with any action or proceeding described in this Article 12Section 11.1. If any Covered Action is filed in a court other than in a federal or state court sitting within the Court Commonwealth of Chancery of the State of Delaware or the Superior Court of the State of Delaware Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court federal and state courts within The Commonwealth of Chancery of the State of Delaware and the Superior Court of the State of Delaware Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 Section 11.1 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 Section 11.1 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 Section 11.1 (including, without limitation, each portion of any sentence of this Article 12 Section 11.1 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS.

Forum for Adjudication of Disputes. Unless the Trust Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (ia) any derivative action or proceeding brought on behalf of the Trust, Corporation; (iib) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, director or officer or other employee of the Trust Corporation to the Trust Corporation or the TrustCorporation’s Shareholders, stockholders; (iiic) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the Delaware Statutory Trust Act or General Corporation Law of the Declaration State of Trust Delaware, the Certificate of Incorporation or these By-LawsBylaws (in each case, (iv) any action as may be amended from time to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws time); or (vd) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine doctrine, shall be in the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware (eachdoes not have jurisdiction, a “Covered Action”)the United States District Court for the District of Delaware. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of beneficial interest capital stock of the Trust Corporation shall be (i) deemed to have notice of and consented to (i) the provisions of this Article 12IX, Section 3 and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 12. If any Covered Action is filed in a court other than the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware and does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware in connection with any proceeding brought to enjoin any action brought by that person or entity that is inconsistent with the exclusive jurisdiction provided for in any such courts this Section. Failure to enforce the first paragraph of this Article 12 (an “Enforcement Action”) foregoing provisions would cause the Corporation irreparable harm and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder Corporation shall be obligated jointly entitled to equitable relief, including injunctive relief and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, thenspecific performance, to enforce the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 (including, without limitation, each portion of any sentence of this Article 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWSforegoing provisions.

Forum for Adjudication of Disputes. Unless the Trust Fund consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the TrustFund or the Members, (ii) any action asserting a claim of breach of a fiduciary duty owed by any TrusteeDirector, officer or other employee agent of the Trust Fund to the Trust Fund or the TrustFund’s ShareholdersMembers, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Limited Liability Company Act or the Declaration of Trust Agreement or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust Agreement or these By-Laws or any agreement contemplated by any provision of the Investment Company Act of 1940, the Agreement or these By-Laws, or (v) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware (each, each a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares Units of beneficial interest of the Trust Fund shall be (i) deemed to have notice of and consented to the provisions of this Article 12Section 6.2, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 12Section 6.2. If any Covered Action is filed in a court other than the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware (a “Foreign Action”) in the name of any ShareholderMember, such Shareholder Member shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 Section 6.2 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder Member in any such Enforcement Action by service upon such ShareholderMember’s counsel in the Foreign Action as agent for such ShareholderMember. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Limited Liability Company Act or the Declaration of TrustAgreement, if any Shareholder Member shall initiate or assert a Foreign Action without the written consent of the TrustFund, then each such Shareholder Member shall be obligated jointly and severally to reimburse the Trust Fund and any officer or Trustee Director of the Trust Fund made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 (including, without limitation, each portion of any sentence of this Article 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWSSection 6.2.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for any suit, action or proceeding brought by or in the right of any Shareholder or any Person claiming any interest in any Shares or other securities of the Trust seeking to enforce any provision of, or based on any matter arising out of, or in connection with, the Declaration of Trust, these By-Laws or the Trust, any Series or Class or any Shares or other securities of the Trust, and any claim of any nature against the Trust, any Series or Class, the Trustees or officers or employees of the Trust, including, without limitation (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust Trust, any Series or Class or the Trust’s ShareholdersShareholders or holders of other securities of the Trust, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act or the Declaration of Trust or these By-LawsAct, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine doctrine, shall be the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware (each, a “Delaware Action”); provided, however, that unless the Trust consents in writing to the selection of an alternative forum, the Federal District Courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act (each a “33 Act Action” and together with a Delaware Action, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 1213, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 1213. If any Covered Action is filed in a court other than the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware or the Federal District Courts of the United States of America, as applicable as set forth above (a “Foreign Action”) ), in the name of any Shareholder or holder of other securities of the Trust (each such Shareholder and other holder referred to in this paragraph as a “Shareholder”), such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware or the Federal District Courts of the United States of America, as applicable, in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 13 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 1213. If any provision or provisions of this Article 12 13 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 13 (including, without limitation, each portion of any sentence of this Article 12 13 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for any suit, action or proceeding brought by or in the right of any Shareholder or any Person claiming any interest in any Shares or other securities of the Trust seeking to enforce any provision of, or based on any matter arising out of, or in connection with, the Declaration of Trust, these By-Laws or the Trust, any Series or Class or any Shares or other securities of the Trust, and any claim of any nature against the Trust, any Series or Class, the Trustees or officers or employees of the Trust, including, without limitation (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust Trust, any Series or Class or the Trust’s ShareholdersShareholders or holders of other securities of the Trust, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act or the Declaration of Trust or these By-LawsAct, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine doctrine, shall be the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware (each, a “Delaware Action”); provided, however, that unless the Trust consents in writing to the selection of an alternative forum, the Federal District Courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under any federal securities law (including the Exchange Act, the 1940 Act and the Securities Act) (each a “Federal Securities Action” and together with a Delaware Action, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article 1213, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 1213. If any Covered Action is filed in a court other than the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware or the Federal District Courts of the United States of America, as applicable as set forth above (a “Foreign Action”) ), in the name of any Shareholder or holder of other securities of the Trust (each such Shareholder and other holder referred to in this paragraph as a “Shareholder”), such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware or the Federal District Courts of the United States of America, as applicable, in connection with any action brought in any such courts to enforce the first paragraph of this Article 12 13 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Delaware Statutory Trust Act or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 1213. If any provision or provisions of this Article 12 13 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 13 (including, without limitation, each portion of any sentence of this Article 12 13 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWS

Forum for Adjudication of Disputes. Unless the Trust Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, Corporation; (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, director or officer or other employee of the Trust Corporation to the Trust Corporation or the TrustCorporation’s Shareholders, stockholders; (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the Delaware Statutory Trust Act or DGCL, the Declaration Certificate of Trust Incorporation or these By-LawsBylaws (in each case, as may be amended from time to time); (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine doctrine; or (v) any other internal corporate claim as defined in Section 115 of the DGCL or any successor provision, shall be in the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware (eachdoes not have jurisdiction, a “Covered Action”)the United States District Court for the District of Delaware, subject to the court’s having personal jurisdiction over the indispensable parties named therein. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of beneficial interest capital stock of the Trust Corporation shall be (i) deemed to have notice of and consented to the provisions of this Article 12, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Article 12Section 9. If any Covered Action action the subject matter of which is within the scope of this Section 9 is filed in a court other than the Court of Chancery of the State of Delaware or the Superior Court of a court located within the State of Delaware (a “Foreign Action”) in the name of any Shareholderstockholder, such Shareholder stockholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware state and the Superior Court of federal courts located within the State of Delaware in connection with any action brought in any such courts court to enforce the first paragraph of this Article 12 (an “Enforcement Action”) preceding sentence and (ii) having service of process made upon such Shareholder stockholder in any such Enforcement Action action by service upon such Shareholderstockholder’s counsel in the Foreign Action as agent for such Shareholderstockholder. Furthermore, except Failure to enforce the extent prohibited by any provision of foregoing provisions would cause the Delaware Statutory Trust Act or Corporation irreparable harm and the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder Corporation shall be obligated jointly entitled to equitable relief, including injunctive relief and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Article 12. If any provision or provisions of this Article 12 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, thenspecific performance, to enforce the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Article 12 (including, without limitation, each portion of any sentence of this Article 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. END OF BY-LAWSforegoing provisions.