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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 Unitholder (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 and any national securities exchange. (b) The term "“Principal Shareholder" Unitholder” 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 of the Trust or outstanding Units of any Class outstanding class or series and shall include any "affiliate" affiliate or "associate", as such terms are defined in Rule 12b-2 clause (ii) below, of a Principal Unitholder, and any affiliated person, as such term is defined in Section 2(a)(3)(i)-(iii) of the General Rules and Regulations under 1940 Act, of such Principal Unitholder, but shall not include the Securities Exchange Act Fund’s investment adviser, any affiliated person of 1934the Fund’s investment adviser or any investment company managed by the Fund’s investment adviser. 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 Trust) 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 such corporation, Person or its "other entity or any “affiliate" ” or "“associate" ” (as defined abovebelow) thereof has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of SharesUnits, or which is its affiliate an “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 of such corporation, Person or other entity, 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 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 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 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 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 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. (aA) Notwithstanding The Corporation shall not enter into, consummate, approve or recommend any other provision proposed transaction (or any agreement with respect thereto) that results or would result in a Change of this Declaration and subject to the exceptions provided in sub-section Control unless (di) of this Section 8.4either (x) such transaction is approved by a vote, the types of transactions described in sub-section (c) of this Section 8.4 shall require the affirmative vote or consent by consent, of the holders of seventy-five percent a majority of the outstanding shares of Series A Preferred Stock, or (75%y) the acquiror in such Change of Control (the "Acquiror") agrees to purchase each share of Series A Preferred Stock then outstanding for cash at the Liquidation Value of each such share of Series A Preferred Stock, plus all unpaid accrued and accumulated dividends on such share (whether or not declared) and (ii) any such Change of Control is conditioned upon the consummation of such purchase by the Acquiror and such purchase shall occur simultaneously with the consummation of the Change of Control. (B) For purposes hereof, "Change of Control" means (i) any "person" (as such term is used in sections 13(d) and 14(d) of each Class the Securities Exchange Act of Shares outstanding 1934, as amended (with each such Class voting separately thereon"Exchange Act"), when ) (other than Rxxxxx Xxxxxxxxx and his affiliates) becomes a Principal Shareholder "beneficial owner" (as defined in sub-section (b) of this Section 8.4) is determined by Rule 13d-3 under 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 ownerExchange Act), directly or indirectly, of securities of the Corporation representing more than five percent (5%) 50% of the Outstanding Shares voting power of the Trust or of any Class and shall include any "affiliate" or "associate", as such terms are defined in Rule 12b-2 then outstanding securities of the General Rules and Regulations under the Securities Exchange Act Corporation; provided that a Change of 1934. For the purpose of this Section 8.4, in addition to the Shares which a Person beneficially owns directly, (a) a Person Control shall not be deemed to be the beneficial owner occur as a result of any Shares (i) a transaction in which the Trustees determine it has Corporation becomes a subsidiary of another corporation and in which the right stockholders of the Corporation, immediately prior to acquire pursuant the transaction, will beneficially own, immediately after the transaction, shares entitling such stockholders to any agreement or upon exercise more than 50% of conversion rights or warrants, or otherwise (but excluding Share options granted by all votes to which all stockholders of the Trust) parent corporation would be entitled in the election of directors; or (ii) the consummation of (1) a merger or consolidation of the Corporation with another corporation or other entity where the stockholders of the Corporation, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such stockholders to more than 50% of all votes to which all stockholders of the Trustees determine are beneficially ownedsurviving corporation or other surviving entity would be entitled in the election of directors; or (2) the sale, directly lease, transfer, exclusive license or indirectly (including Shares deemed owned through application other disposition, in a single transaction or series of clause (i) above)related transactions, by the Corporation or any other Person with which it subsidiary of the Corporation of all or substantially all the assets of the Corporation and its "affiliate" or "associate" (subsidiaries taken as defined above) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Sharesa whole, or which is its affiliate the sale or associatedisposition (whether by merger, 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, consolidation or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

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" ” 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" ” (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 8.411.7, 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" ” 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" ” (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 Exchange Act, 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 or consent of holders of seventynot less than three-five percent (75%) quarters of the Shares of the Trust or, as applicable, each affected Class of Shares outstanding (with each such 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 or of or, as applicable, any Class or Series and shall include any "affiliate" affiliate or "associate"associates, as such terms are defined in Rule 12b-2 clause (a)(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 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 (ia)(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 (ia)(i) and (iia)(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 8.411.7, 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" ” 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 8.411.7, 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" ” (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 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. (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 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 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 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.or

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 shares, 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 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 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 the Trust or, as applicable, each affected Class of Shares outstanding (with each such 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 or of or, as applicable, 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 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 8.49.5, the types of transactions described in sub-section paragraph (c) of this Section 8.4 9.5 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 the Trust or, as applicable, each affected Class of Shares outstanding (with each such Class outstanding, voting separately thereon)as separate classes, when a Principal Shareholder (as defined in sub-section paragraph (b) of this Section 8.49.5) 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 Seriesclass 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 or, as applicable, any Class and shall include any "affiliate" affiliate or "associate"associates, as such terms are defined in Rule 12b-2 clause (1)(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, (a1) 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 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 (i1)(i) above), by any other corporation, Person or entity with which it its affiliate or its "affiliate" or "associate" (as defined above) associate 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 (b2) the outstanding Shares shall include Shares deemed owned through application of clauses (i1)(i) and (ii1)(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 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 (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 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 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 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 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 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-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. 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 0000 Xxx) 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 0000 Xxx) 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, (a0000 Xxx) 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.