Common use of Amendment Procedure Clause in Contracts

Amendment Procedure. All rights granted to the Shareholders under this Declaration are granted subject to the reservation of the right to amend this Declaration as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) may be amended at any time, so long as such amendment does not materially adversely affect the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not in contravention of applicable law, including the 1940 Act, by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to the vote of a majority of such Trustees). Any amendment to this Declaration that materially adversely affects the rights of Shareholders may be adopted at any time by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of a majority of the Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the Trustees may amend this Declaration without the vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name of the Trust or any Series or Class thereof, to supply any omission, or to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof.

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

Amendment Procedure. All rights granted to the Shareholders under this Declaration are granted subject to the reservation of the right to amend this Declaration as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) may be amended at any time, so long as such amendment does not materially adversely affect the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not in contravention of applicable law, including the 1940 Act, by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to the vote of a majority of such Trustees). Any amendment to this Declaration that materially adversely affects the rights of Shareholders may be adopted at any time by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject when authorized to do so by the approval vote of a majority of the Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the Trustees may amend this Declaration without the vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name of the Trust or any Series or Class thereof, to supply any omission, or to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof.

Amendment Procedure. All rights granted to the Shareholders ------------------- under this Declaration are granted subject to the reservation of the right to amend this Declaration as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) may be amended at any time, so long as such amendment does not materially adversely affect the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not in contravention of applicable law, including the 1940 Act, by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to the vote of a majority of such Trustees). Any amendment to this Declaration that materially adversely affects the rights of Shareholders may be adopted at any time by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject when authorized to do so by the approval vote of a majority of the Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the Trustees may amend this Declaration without the vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name of the Trust or any Series or Class thereof, to supply any omission, or to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof.

Amendment Procedure. All rights granted to the Shareholders under (a) The Trustees may, without any Shareholder vote, amend or otherwise supplement this Declaration are granted subject by making an amendment, a Declaration supplemental hereto or an amended and restated declaration; provided, that, in addition to the reservation of such Trustee vote, Shareholders shall have the right to amend this Declaration as herein provided, except vote on any amendment (i) that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) may be amended at any time, so long as such amendment does not materially would adversely affect the voting rights of Shareholders granted in Section 10.2, (ii) to this Section 11.3, (iii) as set forth in Section 11.6 or Section 11.7, (iv) required to be approved by Shareholders by federal law or by the Trust’s registration statement(s) filed with the Commission and (v) that is submitted to them by the Trustees in their sole discretion. Any amendment submitted to Shareholders that the Trustees determine would affect the Shareholders of any Shareholder with respect series or class shall be authorized by vote of the Shareholders of such series or class, and no vote shall be required of Shareholders of any other series or class. Notwithstanding anything else herein, any amendment to which Article V that would have the effect of reducing the indemnification and other rights provided thereby to any indemnitee of the Trust or to Shareholders or former Shareholders, and any repeal or amendment of` this sentence, shall each require the affirmative vote of the holders of two-thirds of the outstanding Shares of the Trust entitled to vote thereon. (b) An amendment duly adopted by the requisite vote of the Trustees and, if required, the Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification by an officer of the Trust setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy of the Declaration, as amended, so certified by an officer of the Trust, shall be conclusive evidence of such amendment is when lodged among the records of the Trust or purports to at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, this Declaration may be applicable and so long as such amendment is not terminated or amended in contravention any respect by the affirmative vote of applicable law, including a majority of the 1940 Act, Trustees or by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to the vote of a majority of such Trustees). Any amendment to this Declaration that materially adversely affects the rights of Shareholders may be adopted at any time by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of a majority of the Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the Trustees may amend this Declaration without the vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name of the Trust or any Series or Class thereof, to supply any omission, or to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof.

Amendment Procedure. All rights granted to the Shareholders under this (a) This Declaration are granted subject to the reservation of the right to amend this Declaration as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) may be amended at by a vote of the holders of a majority of the Shares outstanding and entitled to vote or by any time, so long as such amendment does not materially adversely affect the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not in contravention of applicable law, including the 1940 Act, by an instrument in writing writing, without a meeting, signed by a majority of the then Trustees (or and consented to by an officer of the Trust pursuant to the vote holders of a majority of such Trustees). Any amendment the Shares outstanding and entitled to this vote. (b) This Declaration that materially adversely affects the rights of Shareholders may be adopted at any time amended by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the , without approval of a majority or consent of the Shares entitled Shareholders, except that no amendment can be made by the Trustees to votematerially and adversely affect any voting or other rights of shareholders prescribed by Federal or state law. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding Without limiting the foregoing, the Trustees may amend this Declaration without the vote approval or consent of Shareholders (i) to change the name of the Trust or any Series, (ii) to add to their duties or obligations or surrender any rights or powers granted to them herein; (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under this Declaration which will not be inconsistent with the provisions of this Declaration; and (iv) to eliminate or modify any provision of this Declaration, or add a new provision, which (a) incorporates, memorializes or sets forth a new or an existing requirement imposed by or under any Federal or state statute or any rule, regulation or interpretation thereof or thereunder or (b) any rule, regulation, interpretation or guideline of any Federal or state agency, now or hereafter in effect, including without limitation, requirements set forth in the 1940 Act and the rules and regulations thereunder (and interpretations thereof), to the extent any change in applicable law liberalizes, eliminates or modifies any such requirements, but the Trustees shall not be liable for failure to do so. (c) The Trustees may also amend this Declaration without the approval or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal Federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, or if requested or required to do so by any Federal agency or by a state Blue Sky commissioner or similar official, but the Trustees shall not be liable for failing so to do. The Trustees may also amend . (d) Nothing contained in this Declaration without shall permit the vote or consent amendment of Shareholders if they deem it necessary or desirable this Declaration to change impair the name exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or any Series to permit assessments upon Shareholders. (e) A certificate signed by an officer of the Trust setting forth an amendment and reciting that it was duly adopted by the Trustees or Class thereof, to supply any omissionby the Shareholders as aforesaid, or a copy of the Declaration, as amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust. (f) The Trust’s filings with the Commission (including but not limited to: registration statements and supplements thereto, proxy statements, annual and semi-annual shareholder reports, Form N-Q, Form N-PX and related filings and disclosures) shall not be deemed to cure, correct or supplement any ambiguous, defective or inconsistent provision hereofmodify the provisions of this Declaration.

Amendment Procedure. All rights granted to the Shareholders under (a) The Trustees may, without any Shareholder vote, amend or otherwise supplement this Declaration are granted subject by making an amendment, a Declaration supplemental hereto or an amended and restated declaration; provided, that, in addition to the reservation of such Trustee vote, Shareholders shall have the right to amend this Declaration as herein provided, except vote on any amendment (i) that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) may be amended at any time, so long as such amendment does not materially would adversely affect the voting rights of Shareholders granted in Section 10.2, (ii) to this Section 11.3, (iii) as set forth in Section 11.6 or Section 11.7, (iv) required to be approved by Shareholders by federal law or by the Trust’s registration statement(s) filed with the Commission and (v) that is submitted to them by the Trustees in their sole discretion. Any amendment submitted to Shareholders that the Trustees determine would affect the Shareholders of any Shareholder with respect series or class shall be authorized by vote of the Shareholders of such series or class, and no vote shall be required of Shareholders of any other series or class. Notwithstanding anything else herein, any amendment to which Article V that would have the effect of reducing the indemnification and other rights provided thereby to any indemnitee of the Trust or to Shareholders or former Shareholders, and any repeal or amendment of` this sentence, shall each require the affirmative vote of the holders of two-thirds of the outstanding Shares of the Trust entitled to vote thereon. (b) An amendment duly adopted by the requisite vote of the Trustees and, if required, the Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification by an officer of the Trust setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy of the Declaration, as amended, so certified by an officer of the Trust, shall be conclusive evidence of such amendment is when lodged among the records of the Trust or purports to at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first offering of Shares of the Trust shall have become effective, this Declaration may be applicable and so long as such amendment is not terminated or amended in contravention any respect by the affirmative vote of applicable law, including a majority of the 1940 Act, Trustees or by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to the vote of a majority of such Trustees). Any amendment to this Declaration that materially adversely affects the rights of Shareholders may be adopted at any time by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of a majority of the Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the Trustees may amend this Declaration without the vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name of the Trust or any Series or Class thereof, to supply any omission, or to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof.

Amendment Procedure. All rights granted to the Shareholders under (a) Other than Sections 11.2 and 11.6, this Declaration are granted subject to the reservation of the right to amend this Declaration as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) may be amended at any timeamended, so long as such amendment does not materially adversely affect the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not in contravention of applicable law, including the 1940 Act, by an instrument in writing signed by after a majority of the then Trustees (or have approved a resolution therefor, by an officer the affirmative vote of the Trust pursuant to the vote holders of a majority of such Trustees). Any amendment to this Declaration that materially adversely affects the rights of Shareholders may be adopted at any time by an instrument in writing signed by not less than a majority of the then affected Shares. The Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of a majority of the Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the Trustees also may amend this Declaration without the any vote or consent of Shareholders if to divide the Shares of the Trust into one or more classes or additional classes, to change the name of the Trust or any class, to make any change that does not adversely affect the relative rights or preferences of any Shareholder, as they may deem it necessary necessary, to conform this Declaration to the requirements of the 1940 Act or any other applicable federal or state laws or regulations including pursuant to Section 6.2 or the requirements of the regulated investment company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The Trustees do so. (b) No amendment may also amend this Declaration without be made under Section 11.3(a) above, which would change any rights with respect to any Shares of the vote or consent of Shareholders if they deem it necessary or desirable to change Trust by reducing the name amount payable thereon upon liquidation of the Trust or by diminishing or eliminating any Series voting rights pertaining thereto, except with the vote of the holders of two-thirds of the Shares of the Trust. Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or Class thereofto permit assessments upon Shareholders. (c) An amendment duly adopted by the requisite vote of the Board of Trustees and, to supply any omissionif required, the Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification in recordable form signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or to curea copy of the Declaration, correct as amended, in recordable form, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or supplement at such other time designated by the Board. Notwithstanding any ambiguous, defective or inconsistent other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

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

Amendment Procedure. All rights granted to the Shareholders under this (a) This Declaration are granted subject to the reservation of the right to amend this Declaration as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) may be amended at by a Majority Shareholder Vote of the Shareholders of the Trust or by any time, so long as such amendment does not materially adversely affect the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not in contravention of applicable law, including the 1940 Act, by an instrument in writing writing, without a meeting, signed by a majority of the then Trustees (or and consented to by an officer the holders of the Trust pursuant to the vote of a majority of such Trustees). Any amendment to this Declaration that materially adversely affects the rights of Shareholders may be adopted at any time by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of not less than a majority of the Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adoptedTrust. Notwithstanding the foregoing, the The Trustees may also amend this Declaration without the vote or consent of Shareholders to designate series in accordance with Section 6.9 hereof, to change the name of the Trust, to supply any omission, to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof, or if they deem it necessary or advisable to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue CodeCode of 1986, as amended, but the Trustees shall not be liable for failing so to do. The . (b) No amendment which the Trustees shall have determined shall affect the rights, privileges or interests of holders of a particular series of Shares, but not the rights, privileges or interests of holders of Shares of the Trust generally, may also amend this Declaration without be made except with the vote or consent by a Majority Shareholder Vote of Shareholders if they deem it necessary such series. (c) Notwithstanding any other provision hereof, no amendment may be made under this Section 9.3 which would change any rights with respect to the Shares, or desirable to change any series of Shares, by reducing the name amount payable thereon upon liquidation of the Trust or by diminishing or eliminating any Series voting rights pertaining thereto, except with a Majority Shareholder Vote of Shares or Class thereofseries of Shares. Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, to supply any omissionTrustees, officers, employees and agents of the Trust or to curepermit assessments upon Shareholders. (d) A certificate signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Shareholders or by the Trustees as aforesaid or a copy of the Declaration, correct or supplement as amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust. (e) Notwithstanding any ambiguous, defective or inconsistent other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of securities of the Trust shall have become effective, this Declaration may be amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

Amendment Procedure. All rights granted to the Shareholders under this (a) This Declaration are granted subject to the reservation of the right to amend this Declaration as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) may be amended at any timeamended, so long as such amendment does not materially adversely affect the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not in contravention of applicable law, including the 1940 Act, by an instrument in writing signed by after a majority of the then Trustees (or have approved a resolution therefor, by an officer the affirmative vote of the Trust pursuant to the vote holders of a majority of such Trustees). Any amendment to this Declaration that materially adversely affects the rights of Shareholders may be adopted at any time by an instrument in writing signed by not less than a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of a majority of the Shares entitled to voteaffected Shares. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the The Trustees may also amend this Declaration without the any vote or consent of Shareholders if to divide the Trust into one or more Series or additional Series, to change the name of the Trust on any Series thereof, to make any change that does not adversely affect the relative rights or preferences of any Series or as they may deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The Trustees do so. (b) No amendment may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable be made under Section 11.3(a) above, which would change any rights with respect to change the name any Shares of the Trust or any Series thereof by reducing the amount payable thereon upon liquidation of the Trust or Class thereofby diminishing or eliminating any voting rights pertaining thereto, except with the vote of the holders of two-thirds of the Shares of the Trust or such Series. Nothing contained in this Declaration shall permit the amendment of this Declaration to supply any omissionimpair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. (c) A certification in recordable form signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the shareholders as aforesaid, or to curea copy of the Declaration, correct or supplement as amended, in recordable form, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust. Notwithstanding any ambiguous, defective or inconsistent other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

Amendment Procedure. All rights granted to the Shareholders under this (a) This Amended Declaration are granted subject to the reservation of the right to amend this Declaration as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) may be amended at by a Majority Shareholder Vote or by any time, so long as such amendment does not materially adversely affect the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not in contravention of applicable law, including the 1940 Act, by an instrument in writing writing, without a meeting, signed by a majority of the then Trustees (or and consented to by an officer the holders of the Trust pursuant to the vote of a majority of such Trustees). Any amendment to this Declaration that materially adversely affects the rights of Shareholders may be adopted at any time by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of not less than a majority of the Shares outstanding and entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the The Trustees may also amend this Amended Declaration without the vote or consent of Shareholders to designate series in accordance with Section 6.9 hereof, to change the name of the Trust, to supply any omission, to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof, or if they deem it necessary to conform this Amended Declaration to the requirements of applicable federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The Trustees . (b) No amendment may also amend be made under this Declaration without Section 9.3 which would change any rights with respect to any Shares of the Trust by reducing the amount payable thereon upon liquidation of the Trust or by diminishing or eliminating any voting rights pertaining thereto, except with the vote or consent of Shareholders if they deem it necessary the holders of two-thirds of the Shares outstanding and entitled to vote, or desirable by such other votes as may be established by the Trustees with respect to change any series of Shares. Nothing contained in this Amended Declaration shall permit the name amendment of this Amended Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or any Series to permit assessments upon Shareholders. (c) A certificate signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Shareholders or Class thereofby the Trustees as aforesaid or a copy of the Amended Declaration, to supply any omissionas amended, or to cureand executed by a majority of the Trustees, correct or supplement any ambiguous, defective or inconsistent provision hereofshall be conclusive evidence of such amendment when lodged among the records of the Trust.

Amendment Procedure. All rights granted to the Shareholders ----- ------------------- under this Declaration are granted subject to the reservation of the right to amend this Declaration as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) may be amended at any time, so long as such amendment does not materially adversely affect the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not in contravention of applicable law, including the 1940 Act, by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to the vote of a majority of such Trustees). Any amendment to this Declaration that materially adversely affects the rights of Shareholders may be adopted at any time by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of a majority of the Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the Trustees may amend this Declaration without the vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name of the Trust or any Series or Class thereof, to supply any omission, or to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof.

Amendment Procedure. All rights granted (a) Except as provided in subsection (c) of this Section 11.05, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration, including but not limited to, to classify the Board of Trustees, to impose advance notice provisions for Trustee nominations or for shareholder proposals, and to require super-majority approval of transactions with significant shareholders or other provisions that may be characterized as anti-takeover in nature. Shareholders under this Declaration are granted subject to the reservation of shall have the right to amend vote only on the following matters: (i) on any amendment which would eliminate their right to vote granted in this Declaration as herein providedDeclaration, except that no (ii) on any amendment shall repeal to this Section 11.05(a) and (iii) on any amendment submitted to them by the limitations on personal liability Trustees. (b) An amendment duly adopted by the requisite vote of any Shareholder or Trustee or repeal the prohibition Board of assessment upon Trustees and, if required, the Shareholders without as aforesaid, shall become effective at the express consent time of each Shareholder such adoption or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) at such other time as may be amended at any timedesignated by the Board of Trustees or Shareholders, so long as such amendment does not materially adversely affect the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not case may be. A certification in contravention of applicable law, including the 1940 Act, by an instrument in writing recordable form signed by a majority of the then Trustees (setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy of the Declaration, as amended, in recordable form, and executed by an officer a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust pursuant to or at such other time designated by the vote of a majority of such Trustees). Board. (c) Any amendment to this Declaration that materially adversely affects the rights of Shareholders may be adopted at any time by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of a majority of the Shares entitled to vote. Subject to the foregoingDelaware Trustee shall require its consent, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the Trustees may amend this Declaration without the vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. unreasonably withheld. (d) The Trustees may also may, without Shareholder vote, amend or otherwise supplement this Declaration without the vote for purposes of complying or consent of Shareholders if they deem it conforming this Declaration as necessary or desirable to change the name of the Trust or satisfy any Series or Class thereof, to supply any omission, or to cure, correct or supplement any ambiguous, defective or inconsistent provision hereofNorth American Securities Administrators Association guidelines.

Amendment Procedure. All rights granted to (a) This Declaration may be amended, after approval of an instrument reflecting such amendment by the Trustees without any vote by Shareholders under this Declaration are granted subject to the reservation of the right to amend this Declaration Trust except as herein provided, except that no amendment shall repeal required by law. Without limiting the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoingforegoing authority, the provisions of this Declaration (whether or not related to the rights of Shareholders) may be amended at any time, so long as such amendment does not materially adversely affect the rights of any Shareholder matters with respect to which such amendment is or purports to be applicable and so long as such amendment is not in contravention of applicable law, including the 1940 Act, by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to the vote of a majority of such Trustees). Any amendment to this Declaration that materially adversely affects the rights of Shareholders may be adopted at any time by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of a majority of the Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the Trustees may amend this Declaration without the any vote or consent of Shareholders if they deem it necessary including to conform this Declaration divide the Trust into one or more Series or additional Series, to divide the requirements Shares of applicable federal any Series into one or state laws more Classes or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Codeadditional Classes, but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name of the Trust or any Series or Class thereof, to supply make any omissionchange that does not adversely affect the relative rights or preferences of any Series or Class or, as they may deem necessary, to conform this Declaration to the requirements of the 1940 Act or any other applicable federal laws or regulations or the requirements of the regulated investment company provisions of the Code, but the Trustees shall not be liable for failing to do so. (b) No amendment may be made under Section 11.3(a) above, which would change any rights with respect to any Shares of the Trust or any Series or Class thereof by reducing the amount payable thereon upon liquidation of the Trust or by diminishing or eliminating any voting rights pertaining thereto, except with the vote of the holders of a majority of the Outstanding Shares of the Trust or such Series or Class, as applicable. Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders other than as provided by Section 3.8. (c) An amendment duly adopted by the requisite vote of the Trustees and, if required, the Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Trustees or Shareholders, as the case may be. A certification in recordable form signed by one or more of Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or to curea copy of the Declaration, correct as amended, in recordable form, and executed by one or supplement any ambiguousmore Trustees, defective shall be conclusive evidence of such amendment when lodged among the records of the Trust or inconsistent provision hereofat such other time designated by the Trustees.

Amendment Procedure. All rights granted to the Shareholders under (a) The Trustees may, without any Shareholder vote, amend or otherwise supplement this Declaration are granted subject by making an amendment, a Declaration supplemental hereto or an amended and restated declaration; provided, that, in addition to the reservation of such Trustee vote, Shareholders shall have the right to amend this Declaration as herein provided, except vote on any amendment (i) that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) may be amended at any time, so long as such amendment does not materially would adversely affect the voting rights of Shareholders granted in Section 10.2, (ii) to this Section 11.3, (iii) as set forth in Section 11.6 or Section 11.7, (iv) required to be approved by Shareholders by federal law or by the Trust’s registration statement(s) filed with the Commission and (v) that is submitted to them by the Trustees in their sole discretion. Any amendment submitted to Shareholders that the Trustees determine would affect the Shareholders of any Shareholder with respect series or class shall be authorized by vote of the Shareholders of such series or class, and no vote shall be required of Shareholders of any other series or class. Notwithstanding anything else herein, any amendment to which Article V that would have the effect of reducing the indemnification and other rights provided thereby to any indemnitee of the Trust or to Shareholders or former Shareholders, and any repeal or amendment of this sentence, shall each require the affirmative vote of the holders of two-thirds of the outstanding Shares of the Trust entitled to vote thereon. (b) An amendment duly adopted by the requisite vote of the Trustees and, if required, the Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification by an officer of the Trust setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy of the Declaration, as amended, so certified by an officer of the Trust, shall be conclusive evidence of such amendment is when lodged among the records of the Trust or purports to at such other time designated by the Board. Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first offering of Shares of the Trust shall have become effective, this Declaration may be applicable and so long as such amendment is not terminated or amended in contravention any respect by the affirmative vote of applicable law, including a majority of the 1940 Act, Trustees or by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to the vote of a majority of such Trustees). Any amendment to this Declaration that materially adversely affects the rights of Shareholders may be adopted at any time by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of a majority of the Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the Trustees may amend this Declaration without the vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name of the Trust or any Series or Class thereof, to supply any omission, or to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof.

Amendment Procedure. All rights granted (a) Except as provided in subsection (d) of this Section 11.05, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration, including but not limited to, to classify the Board of Trustees, to impose advance notice provisions for Trustee nominations or for shareholder proposals, and to require super-majority approval of transactions with significant shareholders or other provisions that may be characterized as anti-takeover in nature. Shareholders under this Declaration are granted subject to the reservation of shall have the right to amend vote only on the following matters: (i) on any amendment which would eliminate their right to vote granted in this Declaration as herein providedDeclaration, except that no (ii) on any amendment shall repeal to this Section 11.05(a) and (iii) on any amendment submitted to them by the limitations on personal liability Trustees. (b) An amendment duly adopted by the requisite vote of any Shareholder or Trustee or repeal the prohibition Board of assessment upon Trustees and, if required, the Shareholders without as aforesaid, shall become effective at the express consent time of each Shareholder such adoption or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) at such other time as may be amended at any timedesignated by the Board of Trustees or Shareholders, so long as such amendment does not materially adversely affect the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not case may be. A certification in contravention of applicable law, including the 1940 Act, by an instrument in writing recordable form signed by a majority of the then Trustees (setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy of the Declaration, as amended, in recordable form, and executed by an officer a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust pursuant to or at such other time designated by the vote of a majority of such Trustees). Board. (c) Any amendment to this Declaration that materially adversely affects the rights Delaware Trustee shall require its consent, which consent shall not be unreasonably withheld. (d) Notwithstanding any other provisions of Shareholders may be adopted at any time by an instrument in writing signed by a majority this Declaration of Trust or the By- Laws to the contrary, the Board of Trustee’s may, without the approval or vote of the then Trustees (Shareholders, amend or otherwise supplement this Declaration of Trust for the purpose of complying or conforming this Declaration of Trust as necessary to satisfy any Omnibus Guidelines Statement of Policy adopted by an officer the North American Securities Administrators Association on March 29, 1992 and as amended on May 7, 2007, and as further amended from time to time, or the statutes, rules, regulations or requests of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of a majority of the Shares entitled to vote. Subject to the foregoingany state securities regulator, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of otherwise necessary for the Trust to publicly offer Shares in any state as determined by the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the Board of Trustees may amend this Declaration without the vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name of the Trust or any Series or Class thereof, to supply any omission, or to cure, correct or supplement any ambiguous, defective or inconsistent provision hereofin good faith.

Amendment Procedure. All rights granted to the Shareholders under this Declaration are granted subject to the reservation of the right to amend this Declaration (a) Except as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) may be amended at any time, so long as such amendment does not materially adversely affect the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not in contravention of applicable law, including the 1940 Act, by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to the vote of a majority of such Trustees). Any amendment to this Declaration that materially adversely affects the rights of Shareholders may be adopted at any time by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of a majority of the Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as specifically provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding the foregoingherein, the Trustees may may, without any Shareholder vote, amend this or otherwise supplement the Declaration by making an amendment, a Declaration of Trust supplemental hereto or an amended and restated Declaration. Without limiting the foregoing power reserved to the Trustees, the Trustees may, without any Shareholder vote, amend the vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal designate or state laws redesignate series or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Codeclasses, but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name or principal office of the Trust or any Series or Class thereofTrust, to supply any omission, or to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof, or if they deem it necessary or advisable, to conform the Declaration to the requirements of applicable law, including the 1940 Act and the Internal Revenue Code of 1986, as amended, but the Trustees shall not be liable for failing to do so. Shareholders shall have the right to vote on (i) any amendment that would affect their right to vote granted in Section 6.8; (ii) any amendment to Section 9.3(a) or (b); (iii) any amendment as may be required by law, or by the Trust's registration statement, to be approved by Shareholders; and (iv) any amendment submitted to them by the Trustees. Any amendment on which Shareholders have the right to vote shall require a Majority Shareholder Vote of the Shareholders of the Trust, or the written consent, without a meeting, of the holders of Shares representing not less than a majority of the voting power of the Shares of the Trust. Notwithstanding the foregoing, if the Trustees shall determine that any amendment required or permitted to be submitted to Shareholders would affect only the interest of Shareholders of particular series or classes of Shares, then only Shareholders of such series or classes, as applicable, shall be entitled to vote thereon, and no vote of Shareholders of any other series or classes shall be required. (b) Nothing contained in the Declaration shall permit the amendment of the Declaration to impair the exemption from personal liability of the Shareholders, former Shareholders, Trustees, Trustees Emeritus, officers, employees and agents of the Trust or to permit assessments upon Shareholders or former Shareholders. Notwithstanding anything else herein, any amendment to Section 5.3 shall not limit the rights to indemnification or insurance provided therein with respect to actions or omissions of persons entitled to indemnification under such Section prior to such amendment. (c) A certificate signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Shareholders (if applicable) or by the Trustees as aforesaid or a copy of the Declaration, as amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust. (d) Notwithstanding any other provision hereof, until such time as Shares of a particular series or class are first issued the Declaration may be terminated or amended in any respect as to that series or class, and as to any series or class in which Shares are not outstanding, by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

Amendment Procedure. All rights granted to (a) Except as provided in subsection (c) of this Section 11.2, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration. Shareholders under this Declaration are granted subject to the reservation of shall have the right to amend vote: (i) on any amendment which would eliminate their right to vote granted in this Declaration as herein providedDeclaration, except (ii) on any amendment to this Section 11.2(a), (iii) on any amendment that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) may be amended at any time, so long as such amendment does not materially would adversely affect the powers, preferences or special rights of the Shares as determined by the Trustees in good faith and (iv) on any amendment submitted to them by the Trustees. (b) In connection with an Exchange Listing, the Trustees may without the approval or vote of the Shareholders, amend or supplement this Declaration in any manner, including, without limitation to classify the Board of Trustees, to permit annual meetings of Shareholders, to impose advance notice provisions for the bringing of Shareholder with respect nominations or proposals, to which impose super-majority approval for certain types of transactions and to otherwise add provisions that may be deemed to adverse to Shareholders. (c) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required, the Shareholders as aforesaid, shall become effective at the time of such amendment is adoption or purports to at such other time as may be applicable and so long designated by the Board of Trustees or Shareholders, as such amendment is not the case may be. A certification in contravention of applicable law, including the 1940 Act, by an instrument in writing recordable form signed by a majority of the then Trustees (setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy of the Declaration, as amended, in recordable form, and executed by an officer ▇ majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust pursuant to or at such other time designated by the vote of a majority of such Trustees). Board. (d) Any amendment to this Declaration that materially adversely affects the rights of Shareholders may be adopted at any time by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of a majority of the Shares entitled to vote. Subject to the foregoingDelaware Trustee shall require its consent, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the Trustees may amend this Declaration without the vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name of the Trust or any Series or Class thereof, to supply any omission, or to cure, correct or supplement any ambiguous, defective or inconsistent provision hereofunreasonably withheld.

Amendment Procedure. All rights granted to the Shareholders under this (a) This Declaration are granted subject to the reservation of the right to amend this Declaration as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) may be amended at by a vote of the holders of a majority of the Shares outstanding and entitled to vote or by any time, so long as such amendment does not materially adversely affect the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not in contravention of applicable law, including the 1940 Act, by an instrument in writing writing, without a meeting, signed by a majority of the then Trustees (or and consented to by an officer of the Trust pursuant to the vote holders of a majority of such Trustees). Any amendment the Shares outstanding and entitled to this vote. (b) This Declaration that materially adversely affects the rights of Shareholders may be adopted at any time amended by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the , without approval of a majority or consent of the Shares entitled Shareholders, except that no amendment can be made by the Trustees to votematerially and adversely affect any voting or other rights of shareholders prescribed by Federal or state law. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding Without limiting the foregoing, the Trustees may amend this Declaration without the vote approval or consent of Shareholders (i) to change the name of the Trust or any Series, (ii) to add to their duties or obligations or surrender any rights or powers granted to them herein; (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under this Declaration which will not be inconsistent with the provisions of this Declaration; and (iv) to eliminate or modify any provision of this Declaration, or add a new provision, which (a) incorporates, memorializes or sets forth a new or an existing requirement imposed by or under any Federal or state statute or any rule, regulation or interpretation thereof or thereunder or (b) any rule, regulation, interpretation or guideline of any Federal or state agency, now or hereafter in effect, including without limitation, requirements set forth in the 1940 Act and the rules and regulations thereunder (and interpretations thereof), to the extent any change in applicable law liberalizes, eliminates or modifies any such requirements, but the Trustees shall not be liable for failure to do so. (c) The Trustees may also amend this Declaration without the approval or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal Federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, or if requested or required to do so by any Federal agency or by a state Blue Sky commissioner or similar official, but the Trustees shall not be liable for failing so to do. The Trustees may also amend . (d) Nothing contained in this Declaration without shall permit the vote or consent amendment of Shareholders if they deem it necessary or desirable this Declaration to change impair the name exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or any Series to permit assessments upon Shareholders. (e) A certificate signed by an officer of the Trust setting forth an amendment and reciting that it was duly adopted by the Trustees or Class thereof, to supply any omissionby the Shareholders as aforesaid, or to curea copy of the Declaration, correct or supplement any ambiguousas amended, defective or inconsistent provision hereofand executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust.

Amendment Procedure. All rights granted to the Shareholders under this The Declaration are granted subject to the reservation and Agreement of the right to amend this Declaration as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) Trust may be amended at any time, so long as such amendment does not materially adversely affect with the rights approval of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not in contravention of applicable law(i) the Board, including a majority of the Independent Trustees, if required by the 1940 Act, or (ii) if required, the approval of the shareholders by such vote as is required by the 1940 Act. (a) Except as specifically provided herein, the Trustees may, without Shareholder vote, amend this Declaration by an instrument in writing or an amended and restated Declaration signed by a majority of the then Trustees (Trustees. Such an amendment shall be authorized by a Majority Shareholder Vote if it would limit the right of a Shareholder to vote under Section VI.10 or amend this Section X.2 or if Shareholder authorization is required by the 1940 Act, with the series and classes of Shares entitled to vote on such an officer of the Trust amendment determined pursuant to Section VI.10 hereof; provided, for the vote avoidance of doubt, that the issuance of additional voting Shares would not, on its own, be considered to limit the right of a majority Shareholder to vote under Section VI.10 for purposes of such Trustees)this sentence. Any Notwithstanding anything else herein, no amendment to this Declaration that materially adversely affects shall (i) limit the rights of Shareholders may be adopted at any time by an indemnification provided in Article V hereof with respect to actions or omissions of Persons covered thereby prior to such amendment, (ii) impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or (iii) permit assessments upon Shareholders. (b) An instrument in writing signed setting forth the amendment or an amended and restated Declaration, executed by a majority of the then Trustees (or by an officer Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of a majority of the Shares entitled to voteTrust. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee majority of the Trustees (or by an officer of the Trust pursuant to the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the Trustees may amend this Declaration without the a vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements a majority of the regulated investment company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name of the Trust or any Series or Class thereof, to supply any omission, or to cure, correct or supplement any ambiguous, defective or inconsistent provision hereofTrustees).

Amendment Procedure. All rights granted (a) Except as provided in subsection (d) of this Section 11.05, the Trustees may, without Shareholder vote, amend or otherwise supplement this Declaration, including but not limited to, to classify the Board of Trustees, to impose advance notice provisions for Trustee nominations or for shareholder proposals, and to require super-majority approval of transactions with significant shareholders or other provisions that may be characterized as anti-takeover in nature. Shareholders under this Declaration are granted subject to the reservation of shall have the right to amend vote only on the following matters: (i) on any amendment which would eliminate their right to vote granted in this Declaration as herein providedDeclaration, except that no (ii) on any amendment shall repeal to this Section 11.05(a) and (iii) on any amendment submitted to them by the limitations on personal liability Trustees. (b) An amendment duly adopted by the requisite vote of any Shareholder or Trustee or repeal the prohibition Board of assessment upon Trustees and, if required, the Shareholders without as aforesaid, shall become effective at the express consent time of each Shareholder such adoption or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) at such other time as may be amended at any timedesignated by the Board of Trustees or Shareholders, so long as such amendment does not materially adversely affect the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not case may be. A certification in contravention of applicable law, including the 1940 Act, by an instrument in writing recordable form signed by a majority of the then Trustees (setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy of the Declaration, as amended, in recordable form, and executed by an officer a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust pursuant to or at such other time designated by the vote of a majority of such Trustees). Board. (c) Any amendment to this Declaration that materially adversely affects the rights Delaware Trustee shall require its consent, which consent shall not be unreasonably withheld. (d) Notwithstanding any other provisions of Shareholders may be adopted at any time by an instrument in writing signed by a majority this Declaration of Trust or the By-Laws to the contrary, the Board of Trustee’s may, without the approval or vote of the then Trustees (Shareholders, amend or otherwise supplement this Declaration of Trust for the purpose of complying or conforming this Declaration of Trust as necessary to satisfy any Omnibus Guidelines Statement of Policy adopted by an officer the North American Securities Administrators Association on March 29, 1992 and as amended on May 7, 2007, and as further amended from time to time, or the statutes, rules, regulations or requests of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of a majority of the Shares entitled to vote. Subject to the foregoingany state securities regulator, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of otherwise necessary for the Trust to publicly offer Shares in any state as determined by the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the Board of Trustees may amend this Declaration without the vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name of the Trust or any Series or Class thereof, to supply any omission, or to cure, correct or supplement any ambiguous, defective or inconsistent provision hereofin good faith.

Amendment Procedure. All rights granted to the Shareholders under this The Declaration are granted subject to the reservation and Agreement of the right to amend this Declaration as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) Trust may be amended at any timewith the approval of (i) the Board, so long as such amendment does not materially adversely affect ‎including a majority of the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not in contravention of applicable lawIndependent Trustees, including if required by the 1940 Act, or (ii) if required, the ‎approval of the shareholders by such vote as is required by the 1940 Act.‎ (a) Except as specifically provided herein, the Trustees may, without Shareholder vote, amend this Declaration by an instrument in writing or an amended and restated Declaration signed by a majority of the then Trustees (Trustees. Such an amendment shall be authorized by a Majority Shareholder Vote if it would limit the right of a Shareholder to vote under Section VI.10 or amend this Section X.2 or if Shareholder authorization is required by the 1940 Act, with the series and classes of Shares entitled to vote on such an officer of the Trust amendment determined pursuant to Section VI.10 hereof; provided, for the vote avoidance of doubt, that the issuance of additional voting Shares would not, on its own, be considered to limit the right of a majority Shareholder to vote under Section VI.10 for purposes of such Trustees)this sentence. Any Notwithstanding anything else herein, no amendment to this Declaration that materially adversely affects shall (i) limit the rights of Shareholders may be adopted at any time by an indemnification provided in Article V hereof with respect to actions or omissions of Persons covered thereby prior to such amendment, (ii) impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or (iii) permit assessments upon Shareholders. (b) An instrument in writing signed setting forth the amendment or an amended and restated Declaration, executed by a majority of the then Trustees (or by an officer Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of a majority of the Shares entitled to voteTrust. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee majority of the Trustees (or by an officer of the Trust pursuant to the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the Trustees may amend this Declaration without the a vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements a majority of the regulated investment company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name of the Trust or any Series or Class thereof, to supply any omission, or to cure, correct or supplement any ambiguous, defective or inconsistent provision hereofTrustees).

Amendment Procedure. (a) All rights granted to the Shareholders Holders under this Declaration of Trust are granted subject to the reservation of the right of the Trustees to amend this Declaration of Trust as herein provided, except that no amendment shall repeal as set forth herein to the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involvedcontrary. Subject to the foregoing, the provisions of this Declaration of Trust (whether or not related to the rights of ShareholdersHolders) may be amended at any time, so long as such amendment does not materially adversely affect the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not in contravention of applicable law, including the 1940 Act, by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to the vote of a majority of such Trustees). Any amendment to this Declaration that materially adversely affects the rights of Shareholders may be adopted at any time by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of a majority of the Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding . (b) No amendment may be made, under Section 9.3 (a) above, which would change any rights with respect to any Interest in the foregoingTrust by reducing the amount payable thereon upon liquidation of the Trust, by repealing the limitations on personal liability of any Holder or Trustee, or by diminishing or eliminating any voting rights pertaining thereto, except with a Majority Interests Vote. (c) A certification signed by a majority of the Trustees may amend setting forth an amendment and reciting that it was duly adopted by the Holders or by the Trustees as aforesaid or a copy of the Declaration, as amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust. (d) Notwithstanding any other provision hereof, until such time as Interests are first sold, this Declaration without may be terminated or amended in any respect by the affirmative vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements a majority of the regulated investment company provisions Trustees or by an instrument signed by a majority of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name of the Trust or any Series or Class thereof, to supply any omission, or to cure, correct or supplement any ambiguous, defective or inconsistent provision hereofTrustees.

Amendment Procedure. All rights granted to the Shareholders under this (a) This Declaration are granted subject to the reservation of the right to amend this Declaration as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) may be amended at by a vote of the holders of a majority of the Shares outstanding and entitled to vote or by any time, so long as such amendment does not materially adversely affect the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not in contravention of applicable law, including the 1940 Act, by an instrument in writing writing, without a meeting, signed by a majority of the then Trustees (or and consented to by an officer of the Trust pursuant to the vote holders of a majority of such Trustees). Any amendment the Shares outstanding and entitled to this vote. (b) This Declaration that materially adversely affects the rights of Shareholders may be adopted at any time amended by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the , without approval of a majority or consent of the Shares entitled Shareholders, except that no amendment can be made by the Trustees to votematerially and adversely affect any voting or other rights of shareholders prescribed by Federal or state law. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding Without limiting the foregoing, the Trustees may amend this Declaration without the vote approval or consent of Shareholders (i) to change the name of the Trust or any Series, (ii) to add to their duties or obligations or surrender any rights or powers granted to them herein; (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under this Declaration which will not be inconsistent with the provisions of this Declaration; and (iv) to eliminate or modify any provision of this Declaration which (a) incorporates, memorializes or sets forth an existing requirement imposed by or under any Federal or state statute or any rule, regulation or interpretation thereof or thereunder or (b) any rule, regulation, interpretation or guideline of any Federal or state agency, now or hereafter in effect, including without limitation, requirements set forth in the 1940 Act and the rules and regulations thereunder (and interpretations thereof), to the extent any change in applicable law liberalizes, eliminates or modifies any such requirements, but the Trustees shall not be liable for failure to do so. (c) The Trustees may also amend this Declaration without the approval or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal Federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, or if requested or required to do so by any Federal agency or by a state Blue Sky commissioner or similar official, but the Trustees shall not be liable for failing so to do. The Trustees may also amend . (d) Nothing contained in this Declaration without shall permit the vote or consent amendment of Shareholders if they deem it necessary or desirable this Declaration to change impair the name exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or any Series to permit assessments upon Shareholders. (e) A certificate signed by an officer of the Trust setting forth an amendment and reciting that it was duly adopted by the Trustees or Class thereof, to supply any omissionby the Shareholders as aforesaid, or to curea copy of the Declaration, correct or supplement any ambiguousas amended, defective or inconsistent provision hereofand executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust.

Amendment Procedure. All rights granted to the Shareholders under this Declaration are granted subject to the reservation of the right to amend this Declaration as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration (whether or not related to the rights of Shareholders) may be amended at any time, so long as such amendment does not materially adversely affect the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not in contravention of applicable law, including the 1940 Act, by an instrument in writing Writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to the vote of a majority of such Trustees). Any amendment to this Declaration that materially adversely affects the rights of Shareholders may be adopted at any time by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of such Trustees) subject to the approval of a majority of the Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted. Notwithstanding the foregoing, the Trustees may amend this Declaration without the vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name of the Trust or any Series or Class thereof, to supply any omission, or to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof.