Common use of Certain Transactions Clause in Contracts

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section (d) of this Section 8.4, the types of transactions described in sub-section (c) of this Section 8.4 shall require the affirmative vote or consent of the holders of seventy-five percent (75%) of each Class of Shares outstanding (with each such Class voting separately thereon), when a Principal Shareholder (as defined in sub-section (b) of this Section 8.4) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class or Series, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "Principal Shareholder" shall mean any Person which is the beneficial owner, directly or indirectly, of more than five percent (5%) of the Outstanding Shares of the Trust or of any Class and shall include any "affiliate" or "associate", as such terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934. For the purpose of this Section 8.4, in addition to the Shares which a Person beneficially owns directly, (a) a Person shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other Person with which it or its "affiliate" or "associate" (as defined above) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate or associate, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Continuing Trustees then in office followed by the affirmative vote or consent of holders of seventynot less than three-five percent (75%) quarters of the Shares of each affected Class of Shares outstanding (with each such Class or Series outstanding, votes voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class or SeriesSeries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "“Principal Shareholder" ” shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust or of any Class or Series and shall include any "affiliate" affiliate or "associate"associates, as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it its “affiliate” or its "affiliate" or "“associate" ” (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or of which is its affiliate “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section (d) of this Section 8.4, the types of transactions described in sub-section (c) of this Section 8.4 shall require the affirmative vote or consent of the holders of seventy-five percent (75%) of each Class of Shares outstanding (with each such Class voting separately thereon), when a Principal Shareholder (as defined in sub-section (b) of this Section 8.4) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class or Series, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "“Principal Shareholder" ” shall mean any Person which is the beneficial owner, directly or indirectly, of more than five percent (5%) of the Outstanding Shares of the Trust or of any Class and shall include any "“affiliate" ” or "“associate"”, as such terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934. For the purpose of this Section 8.4, in addition to the Shares which a Person beneficially owns directly, (a) a Person shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other Person with which it or its "“affiliate" ” or "“associate" ” (as defined above) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate or associate, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of each Class the Shares outstanding, excluding the Shares of Shares outstanding (with each such Class voting separately thereon), when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) when any such Principal Shareholder is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class or Series, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange1aw. (b) The term "“Principal Shareholder" ” shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust all outstanding classes or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it its “affiliate” or its "affiliate" or "“associate" ” (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "“Principal Shareholder" ” shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust all outstanding classes or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of a Principal Shareholder; provided, however, that such term shall not include any investment company that is sponsored or advised by the General Rules and Regulations under the Securities Exchange Act of 1934Trust’s investment adviser. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it its “affiliate” or its "affiliate" or "“associate" ” (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "“Principal Shareholder" ” shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust any class or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it its “affiliate” or its "affiliate" or "“associate" ” (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "Principal Shareholder" shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust any class or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of the holders of seventy-five eighty percent (7580%) of the Shares of each Class of Shares class outstanding (with each such Class and entitled to vote, voting separately thereon)as a class, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "Principal Shareholder" shall mean any Person which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust or of any Class and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934such Person. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a Person beneficially owns directly, (a) a any Person shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other Person with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on the date of initial adoption of this Declaration, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "''Principal Shareholder" '' shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust all outstanding classes or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it its ''affiliate'' or its "affiliate" or "''associate" '' (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate ''affiliate'' or ''associate'' as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise. (c) This Section shall apply to the following transactions: (i) The merger or consolidation of the Trust or any subsidiary of the Trust with or into any Principal Shareholder. (ii) The issuance of any securities of the Trust to any Principal Shareholder for cash (other than pursuant to any automatic dividend reinvestment plan). (iii) The sale, lease or exchange of all or any substantial part of the assets of the Trust to any Principal Shareholder (except assets having an aggregate fair market value of less than two percent (2%) of the total assets of the Trust, aggregating for the purpose of such computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month period.) (iv) The sale, lease or exchange to the Trust or any subsidiary thereof, in exchange for securities of the Trust, of any assets of any Principal Shareholder (except assets having an aggregate fair market value of less than two percent (2%) of the total assets of the Trust, aggregating for the purposes of such computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month period). (d) The provisions of this Section shall not be applicable to (i) any of the transactions described in paragraph (c) of this Section if eighty percent (80%) of the Trustees shall by resolution have approved a memorandum of understanding with such Principal Shareholder with respect to and substantially consistent with such transaction, in which case approval by a Majority Shareholder Vote shall be the only vote of Shareholders required by this Section, or (ii) any such transaction with any entity of which a majority of the outstanding shares of all classes and series of a stock normally entitled to vote in elections of directors is owned of record or beneficially by the Trust and its subsidiaries. (e) The Board of Trustees shall have the power and duty to determine for the purposes of this Section on the basis of information known to the Trust whether (i) a corporation, person or entity beneficially owns five percent (5%) or more of the outstanding Shares of any class or series, (ii) a corporation, person or entity is an ''affiliate'' or ''associate'' (as defined above) of another, (iii) the assets being acquired or leased to or by the Trust or any subsidiary thereof constitute a substantial part of the assets of the Trust and have an aggregate fair market value of less than two percent (2%) of the total assets of the Trust, and (iv) the memorandum of understanding referred to in paragraph (d) hereof is substantially consistent with the transaction covered thereby. Any such determination shall be conclusive and binding for all purposes of this Section.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of the holders of seventy-five eighty percent (7580%) of the Shares of each Class of Shares class outstanding (with each such Class and entitled to vote, voting separately thereon)as a class, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "“Principal Shareholder" ” shall mean any Person which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust or of any Class and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934such Person. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a Person beneficially owns directly, (a) a any Person shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other Person with which it its “affiliate” or its "affiliate" or "“associate" ” (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on the date of initial adoption of this Declaration, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of each Class the Shares outstanding, excluding the Shares of Shares outstanding (with each such Class voting separately thereon), when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) when any such Principal Shareholder is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class or Series, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchangelaw. (b) The term "“Principal Shareholder" ” shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust all outstanding classes or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it its “affiliate” or its "affiliate" or "“associate" ” (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "‘‘Principal Shareholder" ’’ shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust all outstanding classes or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it its ‘‘affiliate’’ or its "affiliate" or "‘‘associate" ’’ (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate ‘‘affiliate’’ or ‘‘associate’’ as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise. (c) This Section shall apply to the following transactions: (i) The merger or consolidation of the Trust or any subsidiary of the Trust with or into any Principal Shareholder. (ii) The issuance of any securities of the Trust to any Principal Shareholder for cash (other than pursuant to any automatic dividend reinvestment plan). (iii) The sale, lease or exchange of all or any substantial part of the assets of the Trust to any Principal Shareholder (except assets having an aggregate fair market value of less than two percent (2%) of the total assets of the Trust, aggregating for the purpose of such computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month period.) (iv) The sale, lease or exchange to the Trust or any subsidiary thereof, in exchange for securities of the Trust, of any assets of any Principal Shareholder (except assets having an aggregate fair market value of less than two percent (2%) of the total assets of the Trust, aggregating for the purposes of such computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month period). (d) The provisions of this Section shall not be applicable to (i) any of the transactions described in paragraph (c) of this Section if eighty percent (80%) of the Trustees shall by resolution have approved a memorandum of understanding with such Principal Shareholder with respect to and substantially consistent with such transaction, in which case approval by a Majority Shareholder Vote shall be the only vote of Shareholders required by this Section, or (ii) any such transaction with any entity of which a majority of the outstanding shares of all classes and series of a stock normally entitled to vote in elections of directors is owned of record or beneficially by the Trust and its subsidiaries. (e) The Board of Trustees shall have the power and duty to determine for the purposes of this Section on the basis of information known to the Trust whether (i) a corporation, person or entity beneficially owns five percent (5%) or more of the outstanding Shares of any class or series, (ii) a corporation, person or entity is an ‘‘affiliate’’ or ‘‘associate’’ (as defined above) of another, (iii) the assets being acquired or leased to or by the Trust or any subsidiary thereof constitute a substantial part of the assets of the Trust and have an aggregate fair market value of less than two percent (2%) of the total assets of the Trust, and (iv) the memorandum of understanding referred to in paragraph (d) hereof is substantially consistent with the transaction covered thereby. Any such determination shall be conclusive and binding for all purposes of this Section.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject Subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall shall, following the completion of the initial public offering of the common Shares, require the affirmative vote or consent of the holders of seventy-five percent (75%) 80% of the Shares of each Class of Shares class outstanding (with each such Class and entitled to vote, voting separately thereon)as a separate class, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by pursuant to the terms 1940 Act, this Declaration, the Bylaws or resolution of any Class or Series, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchangeBoard of Trustees. (b) The term "Principal Shareholder" shall mean any Person which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust or of any Class and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934such Person. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a Person beneficially owns directly, (a) a any Person shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other Person with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on the date of initial adoption of this Declaration, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration of Trust and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of seventy-five percent (not less than 75%) % of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "Principal Shareholder" shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of 5% or more than five percent (5%) of the Outstanding outstanding Shares of the Trust any class or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration of Trust and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote or consent of holders of seventynot less than three-five percent (75%) quarters of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, votes voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "Principal Shareholder" shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust any class or of any Class series and shall include any "affiliate" affiliate or "associate"associates, as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or of which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject Subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall shall, following the completion of the initial public offering of the common Shares, require the affirmative vote or consent of the holders of seventy-five percent (75%) 80% of the Shares of each Class of Shares class outstanding (with each such Class and entitled to vote, voting separately thereon)as a separate class, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by pursuant to the terms 1940 Act, this Declaration, the Bylaws or resolution of any Class or Series, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchangeBoard of Trustees. (b) The term "Principal Shareholder" shall mean any Person which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust or of any Class and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934such Person. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a Person beneficially owns directly, (a) a any Person shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other Person with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on the date of initial adoption of this Declaration, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable assumable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "Principal Shareholder" shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust any class or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiringacquir ing, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "“Principal Shareholder" ” shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust all outstanding classes or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it its “affiliate” or its "affiliate" or "“associate" ” (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section (d) of this Section 8.4, the types of transactions described in sub-section (c) of this Section 8.4 shall require the affirmative vote or consent of the holders of seventy-five percent (75%) of each Class of Shares outstanding (with each such Class voting separately thereon), when a Principal Shareholder (as defined in sub-section (b) of this Section 8.4) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class or Series, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "“Principal Shareholder" ” shall mean any Person which is the beneficial owner, directly or indirectly, of more than five percent (5%) of the Outstanding Shares of the Trust or of any Class and shall include any "“affiliate" ” or "“associate"”, as such terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934. For the purpose of this Section 8.4, in addition to the Shares which a Person beneficially owns directly, (a) a Person shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other Person with which it or its "“affiliate" ” or "“associate" ” (as defined above) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate or associate, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.and

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Continuing Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "“Principal Shareholder" ” shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust any class or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it its “affiliate” or its "affiliate" or "“associate" ” (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration hereof and subject to the exceptions exception provided in sub-section paragraph (d) of this Section 8.49.4, the types of transactions described in sub-section paragraph (c) of this Section 8.4 9.4 shall require the affirmative vote or consent of the holders of seventyat least sixty-five six and two-thirds percent (7566 2/3%) of each Class the outstanding Shares of Shares outstanding (with each the Trust. Notwithstanding any other provision herein, such Class voting separately thereon), when a Principal Shareholder (as defined in sub-section (b) of this Section 8.4) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to to, and not in lieu of, the vote or consent of the holders Shareholders of Shares the Trust otherwise required by law (including, without limitation, any separate vote by Class or Portfolio that may be required by the 1940 Act or by other applicable law), by the terms of any Class or Series, whether Portfolio that is now or hereafter authorized, or by any agreement between the Trust and any national securities exchange, or by this Declaration. (b) The For purposes of this Section 9.4, the term "Principal Shareholder" shall mean any Person corporation, person, or group (within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934), which is the beneficial owner, directly or indirectly, of more than five percent (5%) of the Outstanding outstanding Shares of the Trust or of any Class and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (2) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.49.4, in addition to the Shares which a Person corporation, person, entity, or group beneficially owns directly, (a) a Person any corporation, person, entity, or group shall be deemed to be the beneficial owner of any Shares (i1) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share options granted by the Trust) or (ii2) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i1) above), by any other Person corporation, person, entity, or group with which it or its "affiliate" or "associate," (as those terms are defined above) in Rule 12b-2 under the Securities Exchange Act of 1934, has any agreement, arrangement arrangement, or understanding for the purpose of acquiring, holding, voting voting, or disposing of SharesShares of the Trust, or which is its affiliate "affiliate" or "associate" as so defined. For purposes of this Section, and (b) calculation of the outstanding Shares of the Trust shall not include Shares deemed owned through application of clauses clause (i1) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwiseabove.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of the holders of seventynot less than two-five percent (75%) thirds of each Class of the Shares outstanding (with each such Class voting separately thereon), and entitled to vote when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of the Shares otherwise required by law or by the terms of any Class or Series, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "Principal Shareholder" shall mean any Person corporation, person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) of the Outstanding outstanding Shares of the Trust or of any Class and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a Person corporation, person or other entity beneficially owns directly, (a) a Person any corporation, person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) ), or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other Person corporation, person or entity with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (diii) of this Section 8.4subsection, the types of transactions described in sub-section paragraph (cii) of this Section 8.4 subsection (d) shall require the affirmative vote or consent of the holders of seventythree-five percent quarters (75%3/4) of each Class of the Outstanding Shares outstanding (with each such Class voting separately thereon)entitled to vote, when a Principal Shareholder (as defined in sub-section paragraph (bi) of this Section 8.4subsection) is determined in good faith by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares Shareholders otherwise required by law law, by this Declaration, or by the terms of any Class or SeriesPreferred Shares, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (bi) The term "“Principal Shareholder" ” shall mean any Person which is the beneficial owner, directly or indirectly, of more than five percent (5%) of the Outstanding Shares of the Trust or of any Class and shall include any "affiliate" affiliate or "associate", as such terms are defined below, of a Principal Shareholder, or persons acting in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934concert. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a Person beneficially owns directly, (a) a any Person shall be deemed to be the beneficial owner of any Shares (i1) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii2) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i1) above), by any other Person with which it its “affiliate” or its "affiliate" or "“associate" ” (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on December 1, 1986, and (b) the outstanding Outstanding Shares shall include Shares deemed owned through application of clauses (i1) and (ii2) above but shall not include any other Shares shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other -------------------- provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b1) The term "Principal Shareholder" shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust any class or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration Agreement and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the holders Directors then in office followed by the affirmative vote of the Members holding not less than seventy-five percent (75%) of the outstanding Units of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder Member (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares Units otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust Company and any national securities exchange. (b) The term "“Principal Shareholder" Member” shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding Shares outstanding Units of the Trust all outstanding classes or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Member. For the purpose purposes of this Section 8.4Section, in addition to the Shares Units which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares Units (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share unit options granted by the TrustCompany) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares Units deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it its “affiliate” or its "affiliate" or "“associate" ” (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of SharesUnits, or which is its affiliate “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the 1934 Act, and (b) the outstanding Shares Units shall include Shares Units deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares Units which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "Principal Shareholder" shall mean any Person which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust any class or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a Person beneficially owns directly, (a) a any Person shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other Person with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of the holders of seventy-five eighty percent (7580%) of the Shares of each Class of Shares class outstanding (with each such Class and entitled to vote, voting separately thereon)as a class, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. . (b) The term "Principal Shareholder" shall mean any Person which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust or of any Class and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934such Person. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a Person beneficially owns directly, (a) a any Person shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other Person with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on the date of initial adoption of this Declaration, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject Subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall shall, following the completion of the initial public offering of the common Shares, require the affirmative vote or consent of the holders of seventy-five percent (75%) 80% of the Shares of each Class of Shares class outstanding (with each such Class and entitled to vote, voting separately thereon)as a separate class, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by pursuant to the terms 1940 Act, this Declaration, the Bylaws or resolution of any Class or Series, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchangeBoard of Trustees. (b) The term "Principal Shareholder" shall mean any Person which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust or of any Class and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934such Person. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a Person beneficially owns directly, (a) a any Person shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the TrustFund) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other Person with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on the date of initial adoption of this Declaration, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject Subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall shall, following the completion of the initial public offering of the common Shares, require the affirmative vote or consent of the holders of seventy-five percent (75%) 80% of the Shares of each Class of Shares class outstanding (with each such Class and entitled to vote, voting separately thereon)as a separate class, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by pursuant to the terms 1940 Act, this Declaration, the Bylaws or resolution of any Class or Series, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. Board of Trustees. (b) The term "Principal Shareholder" shall mean any Person which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust or of any Class and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934such Person. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a Person beneficially owns directly, (a) a any Person shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other Person with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on the date of initial adoption of this Declaration, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable assumable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.411.7, the types of transactions described in sub-section paragraph (c) of this Section 8.4 11.7 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.411.7) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "Principal Shareholder" Shareholder shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust all outstanding classes or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.411.7, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it its affiliate or its "affiliate" or "associate" associate (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate or associateassociate as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise. (c) This Section 11.7 shall apply to the following transactions: (i) The merger or consolidation of the Trust or any subsidiary of the Trust with or into any Principal Shareholder. (ii) The issuance of any securities of the Trust to any Principal Shareholder for cash (other than pursuant to any automatic dividend reinvestment plan). (iii) The sale, lease or exchange of all or any substantial part of the assets of the Trust to any Principal Shareholder (except assets having an aggregate fair market value of less than 2% of the total assets of the Trust, aggregating for the purpose of such computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month period.) (iv) The sale, lease or exchange to the Trust or any subsidiary thereof, in exchange for securities of the Trust, of any assets of any Principal Shareholder (except assets having an aggregate fair market value of less than 2% of the total assets of the Trust, aggregating for the purposes of such computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month period). (d) The provisions of this Section 11.7 shall not be applicable to (i) any of the transactions described in paragraph (c) of this Section 11.7 if 80% of the Trustees shall by resolution have approved a memorandum of understanding with such Principal Shareholder with respect to and substantially consistent with such transaction, in which case approval by Shareholders as set forth in Section 10.4 of this Declaration shall be the only vote of Shareholders required by this Section 11.7, or (ii) any such transaction with any entity of which a majority of the outstanding shares of all classes and series of a stock normally entitled to vote in elections of directors is owned of record or beneficially by the Trust and its subsidiaries. (e) The Board of Trustees shall have the power and duty to determine for the purposes of this Section 11.7 on the basis of information known to the Trust whether (i) a corporation, person or entity beneficially owns five percent (5%) or more of the outstanding Shares of any class or series, (ii) a corporation, person or entity is an affiliate or associate (as defined above) of another, (iii) the assets being acquired or leased to or by the Trust or any subsidiary thereof constitute a substantial part of the assets of the Trust and have an aggregate fair market value of less than 2% of the total assets of the Trust, and (iv) the memorandum of understanding referred to in paragraph (d) hereof is substantially consistent with the transaction covered thereby. Any such determination shall be conclusive and binding for all purposes of this Section 11.7.

Certain Transactions. During the period commencing on the date hereof and ending on the date each Buyer no longer holds any Notes (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section (d) of this Section 8.4such period, the types of transactions described in sub-section (c) of this Section 8.4 shall require the affirmative vote or consent of the holders of seventy-five percent (75%) of each Class of Shares outstanding (with each such Class voting separately thereon"Restricted Period"), when each Buyer, severally and not jointly with the other Buyers, covenants that neither it nor any of its Buyer Trading Affiliates shall maintain a Principal Shareholder Net Short Position. For purposes hereof, a "Net Short Position" by a person means a position whereby such person has executed one or more sales of Common Stock that is marked as a "short sale" (as defined in sub-section Rule 200 of Regulation SHO under the ▇▇▇▇ ▇▇▇) and that is executed at a time when such Buyer has no equivalent offsetting "long" (bas determined in accordance with Rule 200 of Regulation SHO under the ▇▇▇▇ ▇▇▇) position in the Common Stock or contract for the foregoing; provided, that any sales of this Section 8.4) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class or Series, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. Common Stock that are marked as "short exempt" (b) The term "Principal Shareholder" shall mean any Person which is the beneficial owner, directly or indirectly, of more than five percent (5%) of the Outstanding Shares of the Trust or of any Class and shall include any "affiliate" or "associate", as such terms are defined in Rule 12b-2 200 of the General Rules and Regulations Regulation SHO under the Securities Exchange Act of 1934. For the purpose of this Section 8.4, in addition to the Shares which a Person beneficially owns directly, (a▇▇▇▇ ▇▇▇) a Person shall be deemed to be "long" for purposes of the beneficial owner determination of any Shares such net short position. For purposes of determining whether a Buyer has an equivalent offsetting long position in the Common Stock, all Common Stock (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrantsthat is owned by such Buyer, or otherwise (but excluding Share options granted by the Trust) or (ii) which that would be issuable upon exercise or conversion or redemption, as applicable, in full of the Trustees determine are beneficially ownedWarrants and Notes then held by such Buyer (assuming that such Warrants and Notes were then fully exercisable, directly convertible or indirectly (including Shares redeemable, as applicable, notwithstanding any provisions to the contrary) shall be deemed owned through application of clause (i) above)to be held long by such Buyer. Notwithstanding the foregoing, by any other Person with which it or its "affiliate" or "associate" (as defined above) has any agreement, arrangement or understanding for the purpose avoidance of acquiringdoubt, holding, voting or disposing of Sharesnothing contained herein shall constitute a covenant, or which is its affiliate preclude any actions, with respect to the identification of the availability of, or associatesecuring of, and (b) available shares to borrow in order to effect short sales or similar transactions not during the outstanding Shares shall include Shares deemed owned through application Restricted Period. As used herein, "Buyer Trading Affiliates" means any Person acting on behalf of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable or pursuant to any agreementunderstanding with such Buyer which had knowledge of the transactions contemplated hereby, (x) has or upon exercise of conversion rights shares discretion relating to such Buyer's investments and trading or warrants, information concerning such Buyer's investments or otherwise(y) is subject to such Buyer's review or input concerning such Person's investments or trading.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section subparagraph (diii) of this Section 8.4paragraph (d), the types of transactions described in sub-section subparagraph (cii) of this Section 8.4 paragraph (d) shall require the affirmative vote or consent of the holders of seventythree-five percent quarters (75%3/4) of each Class of the Outstanding Shares outstanding (with each such Class voting separately thereon)entitled to vote, when a Principal Shareholder (as defined in sub-section subparagraph (bi) of this Section 8.4paragraph (d)) is determined in good faith by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares Shareholders otherwise required by law law, by this Declaration, or by the terms of any Class or SeriesStatement relating to Preferred Shares, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (bi) The term "“Principal Shareholder" ” shall mean any Person which is the beneficial owner, directly or indirectly, of more than five percent (5%) of the Outstanding Shares of the Trust or of any Class and shall include any "affiliate" affiliate or "associate", as such terms are defined below, of a Principal Shareholder, or persons acting in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934concert. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a Person beneficially owns directly, (a) a any Person shall be deemed to be the beneficial owner of any Shares (i1) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii2) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i1) above), by any other Person with which it its “affiliate” or its "affiliate" or "“associate" ” (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on December 1, 1986, and (b) the outstanding Outstanding Shares shall include Shares deemed owned through application of clauses (i1) and (ii2) above but shall not include any other Shares shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject Subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall shall, following the completion of the initial public offering of the common Shares, require the affirmative vote or consent of the holders of seventy-five percent (75%) 80% of the Shares of each Class of Shares class outstanding (with each such Class and entitled to vote, voting separately thereon)as a separate class, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by pursuant to the terms 1940 Act, this Declaration, the Bylaws or resolution of any Class or Series, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. Board of Trustees. (b) The term "Principal Shareholder" shall mean any Person which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust or of any Class and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934such Person. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a Person beneficially owns directly, (a) a any Person shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other Person with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on the date of initial adoption of this Declaration, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "''Principal Shareholder" '' shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust all outstanding classes or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it its ''affiliate'' or its "affiliate" or "''associate" '' (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate ''affiliate'' or ''associate'' as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise. (c) This Section shall apply to the following transactions: (i) The merger or consolidation of the Trust or any subsidiary of the Trust with or into any Principal Shareholder. (ii) The issuance of any securities of the Trust to any Principal Shareholder for cash (other than pursuant to any automatic dividend reinvestment plan). (iii) The sale, lease or exchange of all or any substantial part of the assets of the Trust to any Principal Shareholder (except assets having an aggregate fair market value of less than two percent (2%) of the total assets of the Trust, aggregating for the purpose of such computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month period). (iv) The sale, lease or exchange to the Trust or any subsidiary thereof, in exchange for securities of the Trust, of any assets of any Principal Shareholder (except assets having an aggregate fair market value of less than two percent (2%) of the total assets of the Trust, aggregating for the purposes of such computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month period). (d) The provisions of this Section shall not be applicable to (i) any of the transactions described in paragraph (c) of this Section if eighty percent (80%) of the Trustees shall by resolution have approved a memorandum of understanding with such Principal Shareholder with respect to and substantially consistent with such transaction, in which case approval by a Majority Shareholder Vote shall be the only vote of Shareholders required by this Section, or (ii) any such transaction with any entity of which a majority of the outstanding shares of all classes and series of a stock normally entitled to vote in elections of directors is owned of record or beneficially by the Trust and its subsidiaries. (e) The Board of Trustees shall have the power and duty to determine for the purposes of this Section on the basis of information known to the Trust whether (i) a corporation, person or entity beneficially owns five percent (5%) or more of the outstanding Shares of any class or series, (ii) a corporation, person or entity is an ''affiliate'' or ''associate'' (as defined above) of another, (iii) the assets being acquired or leased to or by the Trust or any subsidiary thereof constitute a substantial part of the assets of the Trust and have an aggregate fair market value of less than two percent (2%) of the total assets of the Trust, and (iv) the memorandum of understanding referred to in paragraph (d) hereof is substantially consistent with the transaction covered thereby. Any such determination shall be conclusive and binding for all purposes of this Section.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of each Class the Shares outstanding, excluding the Shares of Shares outstanding (with each such Class voting separately thereon), when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) when any such Principal Shareholder is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law. Notwithstanding the preceding sentence, so long as a transaction described in paragraph (c) of this Section is approved by both a majority of the Trustees then in office and seventy-five percent (75%) of the Continuing Trustees and, so long as all other conditions and requirements, if any, provided for in the By-Laws and under applicable law have been satisfied, then no Shareholder vote or consent shall be necessary or required to approve such transaction, except to the extent such vote or consent is required by the terms of any Class 1940 Act or Series, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchangeother federal law. (b) The term "“Principal Shareholder" ” shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of any outstanding Class (which, solely for the Trust or purposes of this Section, shall not be deemed to include any Class of preferred shares) and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it its “affiliate” or its "affiliate" or "“associate" ” (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. . (b) The term "Principal Shareholder" shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust any class or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "“Principal Shareholder" ” shall mean any corpora­tion, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust all outstanding classes or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it its “affiliate” or its "affiliate" or "“associate" ” (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiringacquir­ing, holding, voting or disposing of Shares, or which is its affiliate “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred shares of beneficial interest, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "“Principal Shareholder" ” shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust all outstanding classes or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it its “affiliate” or its "affiliate" or "“associate" ” (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of seventy-five percent (not less than 75%) % of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "Principal Shareholder" shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of 5% or more than five percent (5%) of the Outstanding outstanding Shares of the Trust any class or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision -------------------- of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b1) The term "Principal Shareholder" shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust any class or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of the holders of seventy-five eighty percent (7580%) of the Shares of each Class of Shares class outstanding (with each such Class and entitled to vote, voting separately thereon)as a class, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "Principal Shareholder" shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust or of any Class and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote or consent of holders of seventynot less than three-five percent (75%) quarters of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, votes voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "Principal Shareholder" shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust any class or of any Class series and shall include any "affiliate" affiliate or "associate"associates, as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or of which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-sub- section (d) of this Section 8.4, the types of transactions described in sub-sub- section (c) of this Section 8.4 shall require the affirmative vote or consent of the holders of seventy-five percent (75%) of each Class of Shares outstanding (with each such Class voting separately thereon), when a Principal Shareholder (as defined in sub-section (b) of this Section 8.4) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class or Series, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "Principal Shareholder" shall mean any Person which is the beneficial owner, directly or indirectly, of more than five percent (5%) of the Outstanding Shares of the Trust or of any Class and shall include any "affiliate" or "associate", as such terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934. For the purpose of this Section 8.4, in addition to the Shares which a Person beneficially owns directly, (a) a Person shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other Person with which it or its "affiliate" or "associate" (as defined above) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate or associate, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (diii) of this Section 8.4subsection, the types of transactions described in sub-section paragraph (cii) of this Section 8.4 subsection (d) shall require the affirmative vote or consent of the holders of seventythree-five percent quarters (75%3/4) of each Class of the Outstanding Shares outstanding (with each such Class voting separately thereon)entitled to vote, when a Principal Shareholder (as defined in sub-section paragraph (bi) of this Section 8.4subsection) is determined in good faith by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares Shareholders otherwise required by law law, by this Declaration, or by the terms of any Class or SeriesPreferred Shares, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (bi) The term "Principal Shareholder" shall mean any Person which is the beneficial owner, directly or indirectly, of more than five percent (5%) of the Outstanding Shares of the Trust or of any Class and shall include any "affiliate" affiliate or "associate", as such terms are defined below, of a Principal Shareholder, or persons acting in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934concert. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a Person beneficially owns directly, (a) a any Person shall be deemed to be the beneficial owner of any Shares (i1) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii2) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i1) above), by any other Person with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on December 1, 1986, and (b) the outstanding Outstanding Shares shall include Shares deemed owned through application of clauses (i1) and (ii2) above but shall not include any other Shares shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of -------------------- this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b1) The term "Principal Shareholder" shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust any class or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (i) Without the prior written consent of the Company, for a period beginning on the Closing Date and ending at the latest to occur of (a) Notwithstanding any other provision of this Declaration twenty-four (24) months following the date hereof and subject to the exceptions provided in sub-section (d) of this Section 8.4, the types of transactions described in sub-section (c) of this Section 8.4 shall require the affirmative vote or consent of the holders of seventy-five percent (75%) of each Class of Shares outstanding (with each such Class voting separately thereon), when a Principal Shareholder (as defined in sub-section (b) the date upon which the Purchaser is no longer entitled to nominate the Purchaser Nominee pursuant to Section 4(m) hereof (the “Standstill Period”), neither the Purchaser nor any of this Section 8.4) is determined by its affiliates shall, and the Trustees to be Purchaser shall cause each of its affiliates not to, acting alone or as part of a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class or Series, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "Principal Shareholder" shall mean any Person which is the beneficial ownergroup, directly or indirectly, in any manner: (1) acquire or offer or agree to acquire, directly or indirectly, by purchase or otherwise, voting securities or securities convertible into voting securities of the Company, or any option or other right to acquire such ownership, except that, in each case, Purchaser shall be permitted to acquire (w) its pro rata portion (calculated on an Adjusted Basis in accordance with Section 4(m)) from an underwriter of any sales of Common Stock by the Company in connection with any at-the-market offering program or any firm commitment underwritten offering, (x) the Securities under this Agreement, (y) the Warrant Shares and (z) any New Securities acquired pursuant to Section 4(m) hereof (including any securities obtained upon the exchange, exercise or conversion of such New Securities); (2) propose to enter into, directly or indirectly, any merger, business combination, tender offer, exchange offer, acquisition of assets, acquisition of interests in the Company’s or its affiliates’ securities, recapitalization, restructuring, liquidation, dissolution or similar transaction involving the Company or any of its affiliates; (3) otherwise seek to influence or control, in any manner whatsoever, the management or policies of the Company or any of its affiliate; (4) solicit proxies or electronic written consents of the stockholders of the Company with respect to, or from the holders of, any voting securities of the Company, or make, or in any way participate in, any solicitation of any proxy, consent or other authority to vote any voting securities of the Company with respect to the election of directors that have not been approved and recommended by the independent directors of the Company or any other matter that has not been approved and recommended by the independent directors of the Company, otherwise conduct any nonbinding referendum with respect to the Company, or become a participant in, or seek to advise or encourage any Person in, any proxy contest or any solicitation with respect to the Company not approved and recommended by the independent directors of Company, including relating to the removal or the election of directors; (5) call, or publicly request the call of, a special meeting of the stockholders of the Company, or make a proposal at any meeting of the stockholders of the Company, or seek the removal of any director from the Board (other than a Purchaser Nominee); make or issue, or cause to be made or ​ ​ ​ issued, any public disclosure, statement, comment or announcement, including the filing or furnishing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist or analyst or the press or media (including social media), in support of any solicitation described in clause (4) above; (6) take any action which could reasonably be expected to cause or require the Company to make a public announcement regarding any of the foregoing, or publicly request to amend, waive or terminate any provision of this Section 4(o); (7) assist, advise or encourage (including by knowingly providing or arranging financing for that purpose) any other person in performing any of the foregoing, or disclose any intention, plan or arrangement to do any of the foregoing; or (8) contest the validity or enforceability of this Section 4(o). (ii) Notwithstanding the foregoing, the provisions of this Section 4(o) shall no longer be applicable in the event that: (1) The Company enters into a definitive written merger, sale or other business combination agreement pursuant to which more than five fifty percent (550%) of the Outstanding Shares outstanding Common Stock of the Trust Company would be converted into cash or securities of any Class and shall include any "affiliate" another person or "associate"group or, as immediately after the consummation of such terms are defined in Rule 12b-2 transaction, more than fifty percent (50%) of the General Rules and Regulations under then outstanding Common Stock of the Securities Exchange Act Company would be owned by persons other than the holders of 1934. For Common Stock of the purpose of this Section 8.4, in addition Company immediately prior to the Shares consummation of such transaction, or which a Person beneficially owns directly, (a) a Person shall be deemed to be would result in all or substantially all of the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant Company’s assets being sold to any agreement person or upon exercise of conversion rights or warrants, or otherwise group (but excluding Share options granted by excluding, for the Trust) avoidance of doubt, any merger or (ii) which similar transaction in connection with the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other Person with which it or its "affiliate" or "associate" Company’s conversion to a REIT (as defined abovebelow)); or (2) has The Company becomes the subject of any agreementbankruptcy, arrangement insolvency or understanding similar proceeding (except for the purpose of acquiring, holding, voting or disposing of Shares, or which an involuntary proceeding that is its affiliate or associate, and dismissed within sixty (b60) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwisedays).

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote or consent of holders of seventynot less than three-five percent (75%) quarters of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, votes voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "“Principal Shareholder" ” shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust any class or of any Class series and shall include any "affiliate" affiliate or "associate"associates, as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it its “affiliate” or its "affiliate" or "“associate" ” (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or of which is its affiliate “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "“Principal Shareholder" ” shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust any outstanding class or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it its “affiliate” or its "affiliate" or "“associate" ” (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of the holders of seventy-five percent (75%) of the Shares of each Class of Shares class outstanding (with each such Class and entitled to vote, voting separately thereon)as a class, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "Principal Shareholder" shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust or of any Class and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section (d) of this Section 8.4, the types of transactions described in sub-section (c) of this Section 8.4 shall require the affirmative vote or consent of the holders of seventy-five percent (75%) of each Class of Shares outstanding (with each such Class voting separately thereon), when a Principal Shareholder (as defined in sub-section (b) of this Section 8.4) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class or Series, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "Principal Shareholder" shall mean any Person which is the beneficial owner, directly or indirectly, of more than five percent (5%) of the Outstanding outstanding Shares of the Trust or of any Class and shall include any "affiliate" or "associate", as such terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934. For the purpose of this Section 8.4, in addition to the Shares which a Person beneficially owns directly, (a) a Person shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other Person with which it or its "affiliate" or "associate" (as defined above) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate or associate, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject Subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall shall, following the completion of the initial public offering of the common Shares, require the affirmative vote or consent of the holders of seventy-five percent (75%) 80% of the Shares of each Class of Shares class outstanding (with each such Class and entitled to vote, voting separately thereon)as a separate class, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by pursuant to the terms 1940 Act, this Declaration, the Bylaws or resolution of any Class or Series, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. Board of Trustees. (b) The term "Principal Shareholder" shall mean any Person which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust or of any Class and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934such Person. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a Person beneficially owns directly, (a) a any Person shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other Person with which it or its "affiliate" or "associate" (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate "affiliate" or "associate" as those terms are defined in Rule 1 2b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on the date of initial adoption of this Declaration, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

Certain Transactions. (a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in sub-section paragraph (d) of this Section 8.4Section, the types of transactions described in sub-section paragraph (c) of this Section 8.4 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares of each Class of Shares outstanding (with each such Class affected class or series outstanding, voting separately thereon)as separate classes or series, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.4Section) is determined by the Trustees to be a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any Class class or Seriesseries of preferred stock, whether now or hereafter authorized, or by any agreement between the Trust and any national securities exchange. (b) The term "‘‘Principal Shareholder" ’’ shall mean any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) or more of the Outstanding outstanding Shares of the Trust all outstanding classes or of any Class series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of the General Rules and Regulations under the Securities Exchange Act of 1934a Principal Shareholder. For the purpose purposes of this Section 8.4Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) a any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which the Trustees determine it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding Share share options granted by the Trust) or (ii) which the Trustees determine are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which it its ‘‘affiliate’’ or its "affiliate" or "‘‘associate" ’’ (as defined abovebelow) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its affiliate ‘‘affiliate’’ or ‘‘associate’’ as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which are not at the time issued and outstanding but may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise. (c) This Section shall apply to the following transactions: (i) The merger or consolidation of the Trust or any subsidiary of the Trust with or into any Principal Shareholder.