Material-amendments Sample Contracts

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Dividend and Income Fund (a Delaware Statutory Trust) As of April 30, 2020
Agreement and Declaration of Trust • March 2nd, 2021 • Dividend & Income Fund

AGREEMENT AND DECLARATION OF TRUST initially made as of May 8, 2012, by the Trustees hereunder, and amended and/or restated from time to time, most recently as of April 30, 2020.

MANAGEMENT AGREEMENT
Management Agreement • December 13th, 2022 • Apollo Diversified Real Estate Fund

The Trust has been organized to engage in the business of a closed-end management investment company that is operated as an interval fund.

AMENDED AND RESTATED Agreement and Declaration of Trust Dated as of February 29, 2024
Agreement and Declaration of Trust • August 14th, 2024 • Guggenheim Active Allocation Fund

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 29th day of February, 2024, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF INVESCO SENIOR LOAN FUND
Agreement and Declaration of Trust • May 14th, 2024 • Invesco Senior Loan Fund

WHEREAS the Trust was formed on April 2, 2012 by its sole Trustee by the filing of a Certificate of Trust with the office of the Secretary of State of the State of Delaware pursuant to a Declaration of Trust, dated as of March 27, 2012, as amended and restated on May 15, 2012, December 19, 2016 and September 17, 2019 (the “Original Declaration”);

Agreement and Declaration of Trust
By-Laws • January 17th, 2023 • Calamos Dynamic Convertible & Income Fund

General. These By-Laws shall be subject to the Agreement and Declaration of Trust, as from time to time amended, supplemented or restated (the “Declaration of Trust”) of Calamos Dynamic Convertible and Income Fund (the “Trust”), a Delaware statutory trust established by the Declaration of Trust.

THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF INVESCO HIGH INCOME 2024 TARGET TERM FUND
Agreement and Declaration of Trust • May 14th, 2024 • Invesco High Income 2024 Target Term Fund

WHEREAS the Trust was formed on February 8, 2017 by its sole Trustee by the filing of a Certificate of Trust with the office of the Secretary of State of the State of Delaware pursuant to a Declaration of Trust, dated as of February 8, 2017 (the “Original Declaration”);

CALAMOS CONVERTIBLE AND HIGH INCOME FUND THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • January 17th, 2023 • Calamos Convertible & High Income Fund • Delaware

WHEREAS, the Trust has been formed under the Delaware Act upon the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware;

Bow River Capital Evergreen Fund AMENDED AND RESTATED BY-LAWS
By-Laws • June 13th, 2024 • Bow River Capital Evergreen Fund

These Amended and Restated By-laws (the “By-laws”) of the Bow River Capital Evergreen Fund (the “Trust”), a Delaware statutory trust, are subject to the Trust’s Amended and Restated Agreement and Declaration of Trust dated December 18, 2020, as from time to time amended, supplemented or restated (the “Trust Instrument”). Capitalized terms used herein which are defined in the Trust Instrument are used as therein defined.

AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • March 15th, 2023 • Apollo Diversified Credit Fund

Apollo Diversified Credit Fund (the “Trust” or the “Fund”) herewith confirms our agreement with you, Apollo Capital Credit Adviser, LLC (the “Adviser”).

Bluestone Community Development Fund A Delaware Statutory Trust AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST July 24, 2013, as amended effective October 31, 2014, March 1, 2015 and May 1, 2019
Agreement and Declaration of Trust • September 13th, 2019 • Bluestone Community Development Fund

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is effective May 1, 2019 for the purpose of amending and restating the Agreement and Declaration of Trust in order to change the name of the Trust from “The 504 Fund” to “Bluestone Community Development Fund;” and

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of MainStay MacKay DefinedTerm Municipal Opportunities Fund (a Delaware Statutory Trust) Dated as of June 10, 2022
Trust Agreement • August 8th, 2022 • MainStay MacKay DefinedTerm Municipal Opportunities Fund

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made as of the date set forth below by the Trustees named hereunder for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth.

ARTICLE 1 Agreement and Declaration of Trust and Principal Office
Bylaws • March 17th, 2025 • Pimco New York Municipal Income Fund Ii

FIRST: The Fund is authorized under Article III of the Fund’s Agreement and Declaration of Trust, as amended (which, as hereafter restated or amended from time to time, is herein called the “Declaration”), to issue an unlimited number of Preferred Shares (as defined below), par value $0.00001 per share.

Guggenheim Taxable Municipal Managed Duration Trust Amended and Restated Agreement and Declaration of Trust Dated as of August 27, 2020
Trust Agreement • August 9th, 2021 • Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust • Delaware

Amended and Restated Agreement and Declaration of Trust made as of the 27th day of August, 2020, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • June 10th, 2020 • Versus Capital Multi-Manager Real Estate Income Fund LLC • Delaware
MANAGEMENT AGREEMENT
Management Agreement • October 13th, 2023 • Rivernorth Opportunities Fund, Inc.

You have been selected to act as the sole investment manager of the series of the Company set forth on the Exhibit to this Agreement (the “Fund”) and to provide certain other services, as more fully set forth below, and you are willing to act as such investment manager and to perform such services under the terms and conditions hereinafter set forth. Accordingly, the Company agrees with you as follows effective upon the date of the execution of this Agreement.

CONTINUANCE and AMENDMENT OF MANAGEMENT AGREEMENTS
Management Agreement • March 17th, 2025 • Nuveen Real Estate Income Fund

Agreement made as of this 1st day of May 2024, by and between the entities listed on Appendix A (the "Funds") and Nuveen Fund Advisors, LLC, a Delaware limited liability company (the "Adviser"), to be effective May 1, 2024.

SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • January 13th, 2022 • Calamos Global Dynamic Income Fund • Delaware

WHEREAS, the Trust has been formed under the Delaware Act upon the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware;

AGREEMENT AND PLAN OF MERGER
Merger Agreement • June 13th, 2022 • Pioneer Floating Rate Fund, Inc. • Maryland

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of this 16th day of April, 2021, between Pioneer Floating Rate Trust, a Delaware statutory trust (the “Acquired Fund”), and Pioneer Floating Rate Fund, Inc., a Maryland corporation (the “Acquiring Fund”).

NAME OF REGISTRANT: FRANKLIN FUND ALLOCATOR SERIES File No. 811-07851 EXHIBIT ITEM: Copies of any material amendments to the registrant's charter or by-laws AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of FRANKLIN TEMPLETON VARIABLE...
Agreement and Declaration of Trust • March 18th, 2019 • Franklin Fund Allocator Series • Delaware

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST a Delaware Statutory Trust

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • March 16th, 2020 • Cohen & Steers Global Income Builder, Inc • New York

AGREEMENT AND PLAN OF REORGANIZATION dated as of December 9, 2019 (the “Agreement”), between Cohen & Steers Global Income Builder, Inc., a Maryland corporation (the “Fund”), and Cohen & Steers Infrastructure Fund, Inc., a Maryland corporation (the “Acquiring Fund”).

NAME OF REGISTRANT: Franklin Templeton International Trust File No. 811-06336 EXHIBIT ITEM: Copies of any material amendments to the registrant's charter or by-laws AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of FRANKLIN TEMPLETON...
Amended and Restated Agreement and Declaration of Trust • March 20th, 2019 • Franklin Templeton International Trust • Delaware

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of FRANKLIN TEMPLETON INTERNATIONAL TRUST a Delaware Statutory Trust

FORM OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 10th, 2020 • Goldman Sachs Real Estate Diversified Income Fund • New York

This AGREEMENT (this “Agreement”), effective as of the [●] day of [●], [●], is between GOLDMAN SACHS ASSET MANAGEMENT, L.P. (the “Investment Manager”), a limited partnership formed under the laws of the state of Delaware, and GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND, a statutory trust organized under the laws of the State of Delaware (the “Fund”).

NAME OF REGISTRANT: FRANKLIN MANAGED TRUST File No. 811-04894 EXHIBIT ITEM: Copies of any material amendments to the registrant's charter or by-laws AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of FRANKLIN MANAGED TRUST a Delaware Statutory...
Agreement and Declaration of Trust • December 14th, 2018 • Franklin Managed Trust • Delaware

EXHIBIT ITEM: Copies of any material amendments to the registrant's charter or by-laws AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of FRANKLIN MANAGED TRUST a Delaware Statutory Trust

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of NYLI CBRE Global Infrastructure Megatrends Term Fund (a Delaware Statutory Trust) Dated as of August 28, 2024
Agreement and Declaration of Trust • August 8th, 2025 • NYLI CBRE Global Infrastructure Megatrends Term Fund

THIS AGREEMENT AND DECLARATION OF TRUST is made as of the date set forth below by the Trustees named hereunder for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth.

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • March 4th, 2025 • Bexil Investment Trust
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Trust Agreement • February 27th, 2024 • Bexil Investment Trust

AGREEMENT AND DECLARATION OF TRUST initially made as of May 8, 2012, by the Trustees hereunder, and amended and/or restated from time to time, most recently as of January 2, 2024.

AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF ABRDN INCOME CREDIT STRATEGIES FUND
Amendment to the Amended and Restated Agreement and Declaration of Trust • January 13th, 2025 • Abrdn Income Credit Strategies Fund

This Amendment dated November 10, 2023 (the “Amendment”) to the AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST, as amended and restated on December 9, 2010, of the abrdn Income Credit Strategies Fund (the “Trust”) is made by the Trustees hereunder.

FIRST TRUST ALTERNATIVE OPPORTUNITIES FUND AMENDED AND RESTATED BY-LAWS These Amended and Restated By-laws (the "By-laws") of First Trust Alternative Opportunities Fund (the "Trust"), a Delaware statutory trust, are subject to the Trust's Amended and...
By-Laws • June 14th, 2024 • First Trust Alternative Opportunities Fund

FIRST TRUST ALTERNATIVE OPPORTUNITIES FUND AMENDED AND RESTATED BY-LAWS These Amended and Restated By-laws (the "By-laws") of First Trust Alternative Opportunities Fund (the "Trust"), a Delaware statutory trust, are subject to the Trust's Amended and Restated Agreement and Declaration of Trust dated November 1, 2021, as from time to time amended, supplemented or restated (the "Trust Instrument"). Capitalized terms used herein, which are defined in the Trust Instrument, are used as therein defined. ARTICLE I