Common use of Direct Actions Clause in Contracts

Direct Actions. No Shareholder or group of Shareholders shall have the right to bring or maintain a direct action or claim for monetary damages against the Trust or the Trustees predicated upon an express or implied right of action under this Declaration of Trust or U.S. federal securities laws (excepting a right of action specifically contemplated under U.S. federal securities laws), nor shall any single Shareholder, who is similarly situated to one or more other Shareholders with respect to the alleged injury, have the right to bring such an action, unless the Shareholder or group of Shareholders has obtained authorization from seventy-five percent (75%) of the Trustees to bring the action. The requirement of authorization shall not be excused under any circumstances, including claims of alleged interest on the part of the Trustees except only rights of action by Shareholders specifically authorized by Section 36(b) of the 1940 Act or other applicable law. A request for authorization shall be mailed to the Secretary of the Trust at the Trust’s principal office and shall set forth with particularity the nature of the proposed action, proceeding or claim and the essential facts relied upon by the Shareholder or group of Shareholders to support the allegations made in the request. Proof of the requesting Shareholder’s ownership of Shares at the time of giving such request for authorization must accompany that Shareholder’s request for authorization. The Trustees shall consider such request. Any decision by seventy-five percent (75%) of the Trustees to settle or to authorize such action, proceeding or claim, shall be binding upon the Shareholder or group of Shareholders seeking authorization who will be prohibited from maintaining separate competing actions, proceedings or suits on the same subject matter. Any decision by the Trustees not to authorize an action, proceeding or suit by a series of class or group of Shareholders shall be final and binding upon all Shareholders. For purposes of this Section 8.10, the term “Shareholder” or “Shareholders” includes a former Shareholder or former Shareholders.