Common use of Board May Take Certain Actions Without Shareholder Approval Clause in Contracts

Board May Take Certain Actions Without Shareholder Approval. The Board of Trustees may, without the vote or consent of the Holders of the Preferred Shares, or any other shareholder of the Trust, from time to time amend, alter or repeal any or all of the definitions of the terms listed below, or any provision of the Bylaws viewed by Moody's or Fitch as a predicate for any such definition, and any such amendment, alteration or repeal will not be deemed to affect the preferences, rights or powers of the Preferred Shares or the Holders thereof, provided the Board of Trustees receives confirmation from Xxxxx'x (if Xxxxx'x is then rating the Preferred Shares) and Fitch (if Fitch is then rating the Preferred Shares), that any such amendment, alteration or repeal would not impair the ratings then assigned to the Preferred Shares by Xxxxx'x (if Xxxxx'x is then rating the Preferred Shares) or Fitch (if Fitch is then rating the Preferred Shares): Auditor's Confirmation Xxxxx'x Eligible Assets Annual Valuation Date Xxxxx'x Hedging Transactions Closing Transaction Moody's Real Estate Industry/Property Sector Classification Deposit Securities 1940 Act Cure Date Discounted Value 1940 Act Preferred Shares Asset Coverage Exposure Period Other Real Estate Company Fitch Discount Factor Preferred Shares Basic Maintenance Amount Fitch Eligible Assets Preferred Shares Basic Maintenance Cure Date Fitch Hedging Transactions Preferred Shares Basic Maintenance Report Forward Commitments Quarterly Valuation Date Hedging Transactions Real Estate Index Independent Accountant REIT Market Value Treasury Futures Xxxxx'x Discount Factor Valuation Date In addition, subject to compliance with applicable law, the Board of Trustees may amend the definition of Maximum Rate to increase the percentage amount by which the Reference Rate is multiplied to determine the Maximum Rate shown therein without the vote or consent of the holders of preferred shares, including Preferred Shares, or any other shareholder of the Trust, and without receiving any confirmation from any rating agency, after consultation with the Broker-Dealers, provided that immediately following any such increase the Trust would meet the Preferred Shares Basic Maintenance Amount Test.

Board May Take Certain Actions Without Shareholder Approval. The Board of Trustees may, without the vote or consent of the Holders of the Preferred Shares, or any other shareholder of the Trust, from time to time amend, alter or repeal any or all of the definitions of the terms listed below, or any provision of the Bylaws viewed by Moody's or Fitch as a predicate for any such definition, and any such amendment, alteration or repeal will not be deemed to affect the preferences, rights or powers of the Preferred Shares or the Holders thereof, provided the Board of Trustees receives confirmation from Xxxxx'x Moody's (if Xxxxx'x Moody's is then rating the Preferred Shares) and Fitch (if Fitch xx Xxxch is then rating xxxx xating the Preferred Shares), that any such amendment, alteration or repeal would not impair the ratings then assigned to the Preferred Shares by Xxxxx'x Moody's (if Xxxxx'x Moody's is then rating the Preferred Shares) or Fitch (if Fitch xx Xxxxh is then rating xxxx xxting the Preferred Shares): AuditorAccountant's Confirmation Xxxxx'x Moody's Eligible Assets Annual Valuation Date Xxxxx'x Hedging Transactions Moody's Hexxxxx Xransactions Closing Transaction Moody's Real Estate Industry/Property Sector Classification Deposit Securities 1940 Act Cure Date Discounted Value 1940 Act Preferred Shares Asset Coverage Exposure Period Other Real Estate Company Fitch Discount Factor Preferred Shares Basic Maintenance Amount Fitch Eligible Assets Preferred Shares Basic Maintenance Cure Date Fitch Hedging Transactions Preferred Shares Basic Maintenance Report Forward Commitments Quarterly Valuation Date Hedging Transactions Real Estate Index Independent Accountant REIT Market Value Treasury Futures Xxxxx'x Moody's Discount Factor Valuation Date In additionadditxxx, subject xxbject to compliance with applicable law, the Board of Trustees may amend the definition of Maximum Rate to increase the percentage amount by which the Reference Rate is multiplied to determine the Maximum Rate shown therein without the vote or consent of the holders of preferred shares, including Preferred Shares, or any other shareholder of the Trust, and without receiving any confirmation from any rating agency, after consultation with the Broker-Dealers, provided that immediately following any such increase the Trust would meet the Preferred Shares Basic Maintenance Amount Test.

Board May Take Certain Actions Without Shareholder Approval. The Board of Trustees mayTrustees, without the vote or consent of the Holders of the Preferred Shares, or any other shareholder shareholders of the Trust, may from time to time amend, alter or repeal any or all of the definitions of the terms listed below, or any provision of the Bylaws this Section 12.1 viewed by Moody's or Fitch S&P as a predicate for any such definition, and any such -41- 42 amendment, alteration or repeal will not be deemed to affect the preferences, rights or powers of the shares of Municipal Preferred Shares or the Holders thereof; provided, provided however, that the Board of Trustees receives written confirmation from Xxxxx'x (if Xxxxx'x is then i) Moody's (such confirmation being required to be obtained only in the event Moodx'x xx rating the shares of Municipal Preferred Sharesand in no event being required to be obtained in the case of the definitions of (x) Deposit Securities, Discounted Value, Receivables for Municipal Obligations Sold and Other Issues as such terms apply to S&P Eligible Asset and (y) S&P Discount Factor, S&P Eligible Asset, S&P Exposure Period and S&P Volatility Factor) and Fitch (if Fitch ii) S&P (such confirmation being required to be obtained only in the event S&P is then rating the shares of Municipal Preferred Shares)and in no event being required to be obtained in the case of the definitions of (x) Discounted Value, Receivables for Municipal Obligations Sold and Other Issues as such terms apply to Moody's Eligible Asset, and (y) Moody's Discount Factor, Moody's Eligible Asset, Moody's Exposure Period and Moody's Volatility Factor) that any such amendment, alteration or repeal would not impair the ratings then assigned to the Preferred Shares by Xxxxx'x (if Xxxxx'x is then rating the Preferred Shares) or Fitch (if Fitch is then rating the Preferred Shares): Auditor's Confirmation Xxxxx'x Eligible Assets Annual Valuation Date Xxxxx'x Hedging Transactions Closing Transaction Moody's Real Estate Industry/Property Sector Classification or S&P, as the case may be, to shares of Municipal Preferred: Deposit Securities Moody's Exposure Period Discounted Value Moody's Volatility Factor Escrowed Bonds 1940 Act Cure Date Discounted Market Value 1940 Act Municipal Preferred Shares Asset Coverage Exposure Period Maximum Potential Gross-up Payment Other Real Estate Company Fitch Issues Liability Quarterly Valuation Date Municipal Preferred Basic Maintenance Receivables for Municipal Obligations Sold Amount S&P Discount Factor Municipal Preferred Shares Basic Maintenance Amount Fitch Eligible Assets Preferred Shares Basic Maintenance Cure S&P Eligible Asset Date Fitch Hedging Transactions S&P Exposure Period Municipal Preferred Shares Basic Maintenance S&P Volatility Factor Report Forward Commitments Quarterly Valuation Date Hedging Transactions Real Estate Index Independent Accountant REIT Market Value Treasury Futures Xxxxx'x Moody's Discount Factor Valuation Date In addition, subject to compliance with applicable law, the Board of Trustees may amend the definition of Maximum Rate to increase the percentage amount by which the Reference Rate is multiplied to determine the Maximum Rate shown therein without the vote or consent of the holders of preferred shares, including Preferred Shares, or any other shareholder of the Trust, and without receiving any confirmation from any rating agency, after consultation with the Broker-Dealers, provided that immediately following any such increase the Trust would meet the Preferred Shares Basic Maintenance Amount Test.Volatility Factor Moody's Eligible Asset

Board May Take Certain Actions Without Shareholder Approval. The Board Trustees, without the vote or consent of the shareholders of the Trust, may from time to time amend, alter or repeal any provision of this Section 12.1 only if such amendment, alteration or repeal would not adversely affect the preferences, rights or powers of the Preferred Shares or the Holders thereof; provided, however, that the Trustees receive written confirmation from Xxxxx'x (such confirmation being required to be obtained only in the event Xxxxx'x is rating the Preferred Shares) or Fitch (such confirmation being required to be obtained only in the event that Fitch is rating the Preferred Shares) that any such amendment, alteration or repeal would not impair the ratings then assigned by Xxxxx'x (if Xxxxx'x is then rating the Preferred Shares) or Fitch (if Fitch is then rating the Preferred Shares) to Preferred Shares. Notwithstanding the foregoing, the Trustees may, without the vote or consent of the Holders of the Preferred Shares, or any other shareholder of the Trust, from time to time amend, alter or repeal any or all of the provisions of paragraph 13 of this Part I, as well as any or all of the definitions of the terms listed below, or any provision of the Bylaws viewed by Moody's or Fitch as a predicate for any such definition, and any such amendment, alteration or repeal will not be deemed not to affect the preferences, rights or powers of the Preferred Shares or the Holders thereof, provided the Board of Trustees receives receive written confirmation from Xxxxx'x (if Xxxxx'x is then rating the Preferred Shares) and Fitch (if Fitch is then rating the Preferred Shares), that any such amendment, alteration or repeal would not impair the ratings then assigned to the Preferred Shares by Xxxxx'x (if Xxxxx'x is then rating the Preferred Shares) or Fitch (if Fitch is then rating the Preferred Shares): AuditorAnnual Valuation Date Market Value Accountant's Confirmation Xxxxx'x Eligible Assets Maximum Potential Additional Dividend Liability Annual Valuation Date Xxxxx'x Discount Factor Closing Transactions Moody's Eligible Assets Deposit Securities Moody's Hedging Transactions Closing Transaction Discounted Value Moody's Real Estate Industry/Property Sector Classification Deposit Securities 1940 Act Cure Date Discounted Value 1940 Act Preferred Shares Asset Coverage Volatility Factor Exposure Period Other Real Estate Company Municipal Bonds Fitch Discount Factor Municipal Index Fitch Eligible Assets Quarterly Valuation Date Fitch Hedging Transactions Receivables for Municipal Obligations Sold Fitch Volatility Factor Preferred Shares Basic Maintenance Amount Fitch Eligible Assets Forward Commitments Preferred Shares Basic Maintenance Cure Date Fitch Hedging Transactions Preferred Shares Basic Maintenance Report Forward Commitments Quarterly Independent Accountant Treasury Futures 1940 Act Preferred Shares Asset Coverage Valuation Date Hedging Transactions Real Estate Index Independent Accountant REIT Market Value Treasury Futures Xxxxx'x Discount Factor Valuation Date In addition, subject to compliance with applicable law, the Board of Trustees may amend the definition of Maximum Rate to increase the percentage amount by which the Reference Rate is multiplied to determine the Maximum Rate shown therein without the vote or consent of the holders of preferred shares, including Preferred Shares, or any other shareholder of the Trust, and without receiving any confirmation from any rating agency, after consultation with the Broker-Dealers, provided that immediately following any such increase the Trust would meet the Preferred Shares Basic Maintenance Amount Test.1940 Act Cure Date

Board May Take Certain Actions Without Shareholder Approval. The Board of Trustees mayTrustees, without the vote or consent of the Holders of the Preferred Shares, or any other shareholder shareholders of the Trust, may from time to time amend, alter or repeal any or all of the definitions of the terms listed below, or any provision of the Bylaws this Section 12.1 viewed by Moody's or Fitch S&P as a predicate for any such definition, and any such amendment, alteration or repeal will not be deemed to affect the preferences, rights or powers of the shares of Municipal Preferred Shares or the Holders thereof; provided, provided however, that the Board of Trustees receives written confirmation from Xxxxx'x (if Xxxxx'x is then i) Moody's (such confirmation being required to be obtained only in the event Moodx'x xx rating the shares of Municipal Preferred Sharesand in no event being required to be obtained in the case of the definitions of (x) Deposit Securities, Discounted Value, Receivables for Municipal Obligations Sold and Other Issues as such terms apply to S&P Eligible Asset and (y) S&P Discount Factor, S&P Eligible Asset, S&P Exposure Period and S&P Volatility Factor) and Fitch (if Fitch ii) S&P (such confirmation being required to be obtained only in the event S&P is then rating the shares of Municipal Preferred Shares)and in no event being required to be obtained in the case of the definitions of (x) Discounted Value, Receivables for Municipal Obligations Sold and Other Issues as such terms apply to Moody's Eligible Asset, and (y) Moody's Discount Factor, Moody's Eligible Asset, Moody's Exposure Period and Moody's Volatility Factor) that any such amendment, alteration or repeal would not impair the ratings then assigned to the Preferred Shares by Xxxxx'x (if Xxxxx'x is then rating the Preferred Shares) or Fitch (if Fitch is then rating the Preferred Shares): Auditor's Confirmation Xxxxx'x Eligible Assets Annual Valuation Date Xxxxx'x Hedging Transactions Closing Transaction Moody's Real Estate Industry/Property Sector Classification or S&P, as the case may be, to shares of Municipal Preferred: Deposit Securities Moody's Exposure Period Discounted Value Moody's Volatility Factor Escrowed Bonds 1940 Act Cure Date Discounted Market Value 1940 Act Municipal Preferred Shares Asset Coverage Exposure Period Maximum Potential Gross-up Payment Liability Other Real Estate Company Fitch Discount Factor Issues Municipal Preferred Shares Basic Maintenance Quarterly Valuation Date Amount Fitch Eligible Assets Receivables for Municipal Obligations Sold Municipal Preferred Shares Basic Maintenance Cure S&P Discount Factor Date Fitch Hedging Transactions S&P Eligible Asset Municipal Preferred Shares Basic Maintenance Report Forward Commitments Quarterly S&P Exposure Period Moody's Discount Factor S&P Volatility Factor Moody's Eligible Asset Valuation Date Hedging Transactions Real Estate Index Independent Accountant REIT Market Value Treasury Futures Xxxxx'x Discount Factor Valuation Date In addition, subject to compliance with applicable law, the Board of Trustees may amend the definition of Maximum Rate to increase the percentage amount by which the Reference Rate is multiplied to determine the Maximum Rate shown therein without the vote or consent of the holders of preferred shares, including Preferred Shares, or any other shareholder of the Trust, and without receiving any confirmation from any rating agency, after consultation with the Broker-Dealers, provided that immediately following any such increase the Trust would meet the Preferred Shares Basic Maintenance Amount Test.Volatility Factor

Board May Take Certain Actions Without Shareholder Approval. The Board of Trustees mayTrustees, without the vote or consent of the Holders of the Preferred Shares, or any other shareholder shareholders of the Trust, may from time to time amend, alter or repeal any or all of the definitions of the terms listed below, or any provision of the Bylaws this Section 12.1 viewed by Moody's or Fitch S&P as a predicate for any such definition, and any such -41- 42 amendment, alteration or repeal will not be deemed to affect the preferences, rights or powers of the shares of Municipal Preferred Shares or the Holders thereof; provided, provided however, that the Board of Trustees receives written confirmation from Xxxxx'x (if Xxxxx'x is then i) Moody's (such confirmation being required to be obtained only in the event Moodx'x xx rating the shares of Municipal Preferred Sharesand in no event being required to be obtained in the case of the definitions of (x) Deposit Securities, Discounted Value, Receivables for Municipal Obligations Sold and Other Issues as such terms apply to S&P Eligible Asset and (y) S&P Discount Factor, S&P Eligible Asset, S&P Exposure Period and S&P Volatility Factor) and Fitch (if Fitch ii) S&P (such confirmation being required to be obtained only in the event S&P is then rating the shares of Municipal Preferred Shares)and in no event being required to be obtained in the case of the definitions of (x) Discounted Value, Receivables for Municipal Obligations Sold and Other Issues as such terms apply to Moody's Eligible Asset, and (y) Moody's Discount Factor, Moody's Eligible Asset, Moody's Exposure Period and Moody's Volatility Factor) that any such amendment, alteration or repeal would not impair the ratings then assigned to the Preferred Shares by Xxxxx'x (if Xxxxx'x is then rating the Preferred Shares) or Fitch (if Fitch is then rating the Preferred Shares): Auditor's Confirmation Xxxxx'x Eligible Assets Annual Valuation Date Xxxxx'x Hedging Transactions Closing Transaction Moody's Real Estate Industry/Property Sector Classification or S&P, as the case may be, to shares of Municipal Preferred: Deposit Securities Discounted Value Escrowed Bonds Market Value Maximum Potential Gross-up Payment Liability Municipal Preferred Basic Maintenance Amount Municipal Preferred Basic Maintenance Cure Date Municipal Preferred Basic Maintenance Report Moody's Discount Factor Moody's Eligible Asset Moody's Exposure Period Moody's Volatility Factor 1940 Act Cure Date Discounted Value 1940 Act Municipal Preferred Shares Asset Coverage Exposure Period Other Real Estate Company Fitch Discount Factor Preferred Shares Basic Maintenance Amount Fitch Eligible Assets Preferred Shares Basic Maintenance Cure Date Fitch Hedging Transactions Preferred Shares Basic Maintenance Report Forward Commitments Issues Quarterly Valuation Date Hedging Transactions Real Estate Index Independent Accountant REIT Market Value Treasury Futures Xxxxx'x Receivables for Municipal Obligations Sold S&P Discount Factor S&P Eligible Asset S&P Exposure Period S&P Volatility Factor Valuation Date In addition, subject to compliance with applicable law, the Board of Trustees may amend the definition of Maximum Rate to increase the percentage amount by which the Reference Rate is multiplied to determine the Maximum Rate shown therein without the vote or consent of the holders of preferred shares, including Preferred Shares, or any other shareholder of the Trust, and without receiving any confirmation from any rating agency, after consultation with the Broker-Dealers, provided that immediately following any such increase the Trust would meet the Preferred Shares Basic Maintenance Amount Test.Volatility Factor

Board May Take Certain Actions Without Shareholder Approval. The Board of Trustees mayTrustees, without the vote or consent of the Holders of the Preferred Shares, or any other shareholder shareholders of the Trust, may from time to time amend, alter or repeal any or all of the definitions of the terms listed below, or any provision of the Bylaws this Section 12.1 viewed by Moody's or Fitch S&P as a predicate for any such definition, and any such amendment, alteration or repeal will not be deemed to affect the preferences, rights or powers of the shares of Municipal Preferred Shares or the Holders thereof; provided, provided however, that the Board of Trustees receives written confirmation from Xxxxx'x (if Xxxxx'x i) Moody's (such confirmation being required to be obtained only in the event Mxxxx'x is then rating the shares of Municipal Preferred Sharesand in no event being required to be obtained in the case of the definitions of (x) Deposit Securities, Discounted Value, Receivables for Municipal Obligations Sold and Other Issues as such terms apply to S&P Eligible Asset and (y) S&P Discount Factor, S&P Eligible Asset, S&P Exposure Period and S&P Volatility Factor) and Fitch (if Fitch ii) S&P (such confirmation being required to be obtained only in the event S&P is then rating the shares of Municipal Preferred Shares)and in no event being required to be obtained in the case of the definitions of (x) Discounted Value, Receivables for Municipal Obligations Sold and Other Issues as such terms apply to Moody's Eligible Asset, and (y) Moody's Discount Factor, Moody's Eligible Asset, Moody's Exposure Period and Moody's Volatility Factor) that any such amendment, alteration or repeal would not impair the ratings then assigned to the Preferred Shares by Xxxxx'x (if Xxxxx'x is then rating the Preferred Shares) or Fitch (if Fitch is then rating the Preferred Shares): Auditor's Confirmation Xxxxx'x Eligible Assets Annual Valuation Date Xxxxx'x Hedging Transactions Closing Transaction Moody's Real Estate Industry/Property Sector Classification or S&P, as the case may be, to shares of Municipal Preferred: Deposit Securities Moody's Volatility Factor Discounted Value 1940 Act Cure Date Discounted Value Escrowed Bonds 1940 Act Municipal Preferred Shares Asset Coverage Exposure Period Market Value Other Real Estate Company Fitch Discount Factor Issues Maximum Potential Gross-up Payment Liability Quarterly Valuation Date Municipal Preferred Shares Basic Maintenance Amount Fitch Eligible Assets Receivables for Municipal Obligations Sold Municipal Preferred Shares Basic Maintenance Cure Date Fitch Hedging Transactions S&P Discount Factor Municipal Preferred Shares Basic Maintenance Report Forward Commitments Quarterly S&P Eligible Asset Moody's Discount Factor S&P Exposure Period Moody's Eligible Asset S&P Volatility Factor Moody's Exposure Period Valuation Date Hedging Transactions Real Estate Index Independent Accountant REIT Market Value Treasury Futures Xxxxx'x Discount Factor Valuation Date In addition, subject to compliance with applicable law, the Board of Trustees may amend the definition of Maximum Rate to increase the percentage amount by which the Reference Rate is multiplied to determine the Maximum Rate shown therein without the vote or consent of the holders of preferred shares, including Preferred Shares, or any other shareholder of the Trust, and without receiving any confirmation from any rating agency, after consultation with the Broker-Dealers, provided that immediately following any such increase the Trust would meet the Preferred Shares Basic Maintenance Amount Test.Volatility Factor

Board May Take Certain Actions Without Shareholder Approval. The Board of Trustees mayTrustees, without the vote or consent of the Holders of the Preferred Shares, or any other shareholder shareholders of the Trust, may from time to time amend, alter or repeal any or all of the definitions of the terms listed below, or any provision of the Bylaws this Section 12.1 viewed by Moody's or Fitch S&P as a predicate for any such definition, and any such amendment, alteration or repeal will not be deemed to affect the preferences, rights or powers of the shares of Municipal Preferred Shares or the Holders thereof; provided, provided however, that the Board of Trustees receives written confirmation from Xxxxx'x (if Xxxxx'x is then i) Moody's (such confirmation being required to be obtained only in the event Moodx'x xx rating the shares of Municipal Preferred Sharesand in no event being required to be obtained in the case of the definitions of (x) Deposit Securities, Discounted Value, Receivables for Municipal Obligations Sold and Other Issues as such terms apply to S&P Eligible Asset and (y) S&P Discount Factor, S&P Eligible Asset, S&P Exposure Period and S&P 41 Volatility Factor) and Fitch (if Fitch ii) S&P (such confirmation being required to be obtained only in the event S&P is then rating the shares of Municipal Preferred Shares)and in no event being required to be obtained in the case of the definitions of (x) Discounted Value, Receivables for Municipal Obligations Sold and Other Issues as such terms apply to Moody's Eligible Asset, and (y) Moody's Discount Factor, Moody's Eligible Asset, Moody's Exposure Period and Moody's Volatility Factor) that any such amendment, alteration or repeal would not impair the ratings then assigned to the Preferred Shares by Xxxxx'x (if Xxxxx'x is then rating the Preferred Shares) or Fitch (if Fitch is then rating the Preferred Shares): Auditor's Confirmation Xxxxx'x Eligible Assets Annual Valuation Date Xxxxx'x Hedging Transactions Closing Transaction Moody's Real Estate Industry/Property Sector Classification or S&P, as the case may be, to shares of Municipal Preferred: Deposit Securities Moody's Exposure Period Discounted Value Moody's Volatility Factor Escrowed Bonds 1940 Act Cure Date Discounted Market Value 1940 Act Municipal Preferred Shares Asset Coverage Exposure Period Maximum Potential Gross-up Payment Liability Other Real Estate Company Fitch Discount Factor Issues Municipal Preferred Shares Basic Maintenance Quarterly Valuation Date Amount Fitch Eligible Assets Receivables for Municipal Obligations Sold Municipal Preferred Shares Basic Maintenance Cure S&P Discount Factor Date Fitch Hedging Transactions S&P Eligible Asset Municipal Preferred Shares Basic Maintenance Report Forward Commitments Quarterly S&P Exposure Period Moody's Discount Factor S&P Volatility Factor Moody's Eligible Asset Valuation Date Hedging Transactions Real Estate Index Independent Accountant REIT Market Value Treasury Futures Xxxxx'x Discount Factor Valuation Date In addition, subject to compliance with applicable law, the Board of Trustees may amend the definition of Maximum Rate to increase the percentage amount by which the Reference Rate is multiplied to determine the Maximum Rate shown therein without the vote or consent of the holders of preferred shares, including Preferred Shares, or any other shareholder of the Trust, and without receiving any confirmation from any rating agency, after consultation with the Broker-Dealers, provided that immediately following any such increase the Trust would meet the Preferred Shares Basic Maintenance Amount Test.Volatility Factor

Board May Take Certain Actions Without Shareholder Approval. The Board of Trustees mayTrustees, without the vote or consent of the Holders of the Preferred Shares, or any other shareholder shareholders of the Trust, may from time to time amend, alter or repeal any or all of the definitions of the terms listed below, or any provision of the Bylaws this Section 12.1 viewed by Moody's or Fitch S&P as a predicate for any such definition, and any such amendment, alteration or repeal will not be deemed to affect the preferences, rights or powers of the shares of Municipal Preferred Shares or the Holders thereof; provided, provided however, that the Board of Trustees receives written confirmation from Xxxxx'x (if Xxxxx'x is then i) Moody's (such confirmation being required to be obtained only in the event Moodx'x xx rating the shares of Municipal Preferred Sharesand in no event being required to be obtained in the case of the definitions of (x) Deposit Securities, Discounted Value, Receivables for Municipal Obligations Sold and Other Issues as such terms apply to S&P Eligible Asset and (y) S&P Discount Factor, S&P Eligible Asset, S&P Exposure Period and S&P Volatility Factor) and Fitch (if Fitch ii) S&P (such confirmation being required to be obtained only in the event S&P is then rating the shares of Municipal Preferred Shares)and in no event being required to be obtained in the case of the definitions of (x) Discounted Value, Receivables for Municipal Obligations Sold and Other Issues as such terms apply to Moody's Eligible Asset, and (y) Moody's Discount Factor, Moody's Eligible Asset, Moody's Exposure Period and Moody's Volatility Factor) that any such amendment, alteration or repeal would not impair the ratings then assigned to the Preferred Shares by Xxxxx'x (if Xxxxx'x is then rating the Preferred Shares) or Fitch (if Fitch is then rating the Preferred Shares): Auditor's Confirmation Xxxxx'x Eligible Assets Annual Valuation Date Xxxxx'x Hedging Transactions Closing Transaction Moody's Real Estate Industry/Property Sector Classification or S&P, as the case may be, to shares of Municipal Preferred: -40- 41 Deposit Securities Discounted Value Escrowed Bonds Market Value Maximum Potential Gross-up Payment Liability Municipal Preferred Basic Maintenance Amount Municipal Preferred Basic Maintenance Cure Date Municipal Preferred Basic Maintenance Report Moody's Discount Factor Moody's Eligible Asset Moody's Exposure Period Moody's Volatility Factor 1940 Act Cure Date Discounted Value 1940 Act Municipal Preferred Shares Asset Coverage Exposure Period Other Real Estate Company Fitch Discount Factor Preferred Shares Basic Maintenance Amount Fitch Eligible Assets Preferred Shares Basic Maintenance Cure Date Fitch Hedging Transactions Preferred Shares Basic Maintenance Report Forward Commitments Issues Quarterly Valuation Date Hedging Transactions Real Estate Index Independent Accountant REIT Market Value Treasury Futures Xxxxx'x Receivables for Municipal Obligations Sold S&P Discount Factor S&P Eligible Asset S&P Exposure Period S&P Volatility Factor Valuation Date In addition, subject to compliance with applicable law, the Board of Trustees may amend the definition of Maximum Rate to increase the percentage amount by which the Reference Rate is multiplied to determine the Maximum Rate shown therein without the vote or consent of the holders of preferred shares, including Preferred Shares, or any other shareholder of the Trust, and without receiving any confirmation from any rating agency, after consultation with the Broker-Dealers, provided that immediately following any such increase the Trust would meet the Preferred Shares Basic Maintenance Amount Test.Volatility Factor

Board May Take Certain Actions Without Shareholder Approval. The Board of Trustees mayTrustees, without the vote or consent of the Holders shareholders of the Preferred SharesFund, or any other shareholder of the Trust, may from time to time amend, alter or repeal any or all of the definitions of the terms listed below, or any provision of the Bylaws this Statement viewed by Moody's ’s or Fitch S&P as a predicate for any such definition, and any such amendment, alteration or repeal will not be deemed to affect the preferences, rights or powers of the Preferred Shares shares of MuniPreferred or the Holders thereof; provided, provided however, that the Board of Trustees receives written confirmation from Xxxxx'x Moody’s (if Xxxxx'x such confirmation being required to be obtained only in the event Xxxxx’x is then rating the Preferred Sharesshares of MuniPreferred and in no event being required to be obtained in the case of the definitions of (x) Deposit Securities, Discounted Value, Receivables for Municipal Obligations Sold, Issue Type Category and Other Issues as such terms apply to S&P Eligible Assets and (y) S&P Discount Factor, S&P Eligible Asset, S&P Exposure Period and S&P Volatility Factor) and Fitch S&P (if Fitch such confirmation being required to be obtained only in the event S&P is then rating the Preferred Shares)shares of MuniPreferred and in no event being required to be obtained in the case of the definitions of (x) Discounted Value, Receivables for Municipal Obligations Sold, Issue Type Category and Other Issues as such terms apply to Moody’s Eligible Assets, and (y) Moody’s Discount Factor, Moody’s Eligible Asset, Moody’s Exposure Period and Moody’s Volatility Factor) that any such amendment, alteration or repeal would not impair the ratings then assigned by Moody’s or S&P, as the case may be, to the Preferred Shares by Xxxxx'x (if Xxxxx'x is then rating the Preferred Shares) or Fitch (if Fitch is then rating the Preferred Shares): Auditor's Confirmation Xxxxx'x Eligible Assets Annual Valuation Date Xxxxx'x Hedging Transactions Closing Transaction Moody's Real Estate Industry/Property Sector Classification shares of MuniPreferred: Deposit Securities Moody’s Volatility Factor Discounted Value 1940 Act Cure Date Discounted Value Escrowed Bonds 1940 Act Preferred Shares MuniPreferred Asset Coverage Exposure Period Issue Type Category Other Real Estate Company Fitch Discount Factor Preferred Shares Issues Market Value Quarterly Valuation Date Maximum Potential Gross-up Payment Liability Receivables for Municipal Obligations Sold MuniPreferred Basic Maintenance Amount Fitch Eligible Assets Preferred Shares S&P Discount Factor MuniPreferred Basic Maintenance Cure Date Fitch Hedging Transactions Preferred Shares S&P Eligible Asset MuniPreferred Basic Maintenance Report Forward Commitments Quarterly S&P Exposure Period Moody’s Discount Factor S&P Volatility Factor Moody’s Eligible Asset Valuation Date Hedging Transactions Real Estate Index Independent Accountant REIT Market Value Treasury Futures Xxxxx'x Discount Factor Valuation Date In addition, subject to compliance with applicable law, the Board of Trustees may amend the definition of Maximum Rate to increase the percentage amount by which the Reference Rate is multiplied to determine the Maximum Rate shown therein without the vote or consent of the holders of preferred shares, including Preferred Shares, or any other shareholder of the Trust, and without receiving any confirmation from any rating agency, after consultation with the Broker-Dealers, provided that immediately following any such increase the Trust would meet the Preferred Shares Basic Maintenance Amount Test.Moody’s Exposure Period Volatility Factor

Board May Take Certain Actions Without Shareholder Approval. The Board of Trustees mayTrustees, without the vote or consent of the Holders of the Preferred Shares, or any other shareholder shareholders of the Trust, may from time to time amend, alter or repeal any or all of the definitions of the terms listed below, or any provision of the Bylaws this Section 12.1 viewed by Moody's or Fitch S&P as a predicate for any such definition, and any such amendment, alteration or repeal will not be deemed to affect the preferences, rights or powers of the shares of Municipal Preferred Shares or the Holders thereof; provided, provided however, that the Board of Trustees receives written confirmation from Xxxxx'x (if Xxxxx'x is then i) Moody's (such confirmation being required to be obtained only in the event Moodx'x xx rating the shares of Municipal Preferred Sharesand in no event being required to be obtained in the case of the definitions of (x) Deposit Securities, Discounted Value, Receivables for Municipal Obligations Sold and Other Issues as such terms apply to S&P Eligible Asset and (y) S&P Discount Factor, S&P Eligible Asset, S&P Exposure Period and S&P Volatility Factor) and Fitch (if Fitch ii) S&P (such confirmation being required to be obtained only in the event S&P is then rating the shares of Municipal Preferred Shares)and in no event being required to be obtained in the case of the definitions of (x) Discounted Value, Receivables for Municipal Obligations Sold and Other Issues as such terms apply to Moody's Eligible Asset, and (y) Moody's Discount Factor, Moody's Eligible Asset, Moody's Exposure Period and Moody's Volatility Factor) that any such amendment, alteration or repeal would not impair the ratings then assigned to the Preferred Shares by Xxxxx'x (if Xxxxx'x is then rating the Preferred Shares) or Fitch (if Fitch is then rating the Preferred Shares): Auditor's Confirmation Xxxxx'x Eligible Assets Annual Valuation Date Xxxxx'x Hedging Transactions Closing Transaction Moody's Real Estate Industry/Property Sector Classification or S&P, as the case may be, to shares of Municipal Preferred: Deposit Securities Discounted Value Escrowed Bonds Market Value Maximum Potential Gross-up Payment Liability Municipal Preferred Basic Maintenance Amount Municipal Preferred Basic Maintenance Cure Date Municipal Preferred Basic Maintenance Report Moody's Discount Factor Moody's Eligible Asset Moody's Exposure Period Moody's Volatility Factor 1940 Act Cure Date Discounted Value 1940 Act Municipal Preferred Shares Asset Coverage Exposure Period Other Real Estate Company Fitch Discount Factor Preferred Shares Basic Maintenance Amount Fitch Eligible Assets Preferred Shares Basic Maintenance Cure Date Fitch Hedging Transactions Preferred Shares Basic Maintenance Report Forward Commitments Issues Quarterly Valuation Date Hedging Transactions Real Estate Index Independent Accountant REIT Market Value Treasury Futures Xxxxx'x Receivables for Municipal Obligations Sold S&P Discount Factor S&P Eligible Asset S&P Exposure Period S&P Volatility Factor Valuation Date In addition, subject to compliance with applicable law, the Board of Trustees may amend the definition of Maximum Rate to increase the percentage amount by which the Reference Rate is multiplied to determine the Maximum Rate shown therein without the vote or consent of the holders of preferred shares, including Preferred Shares, or any other shareholder of the Trust, and without receiving any confirmation from any rating agency, after consultation with the Broker-Dealers, provided that immediately following any such increase the Trust would meet the Preferred Shares Basic Maintenance Amount Test.Volatility Factor